SHARE PURCHASE AGREEMENT

Exhibit 2.1

EXECUTION VERSION

SHARE PURCHASE AGREEMENT

by and among

ROBIN HOOD HOLDINGS LIMITED,

WATSON PHARMACEUTICALS, INC.,

PURCHASER,

THE SELLERS,

and

THE SHAREHOLDERS’ REPRESENTATIVE

Dated as of June 16, 2009

TABLE OF CONTENTS

SHARE PURCHASE AGREEMENT

          This SHARE PURCHASE AGREEMENT (this “ Agreement ”), dated as of June 16, 2009, is by and among Robin Hood Holdings Limited, a Malta private limited liability company (the “ Company ”), Watson Pharmaceuticals, Inc., a Nevada corporation (“ Parent ”), a non U.S. entity and a wholly-owned subsidiary of Parent (from and after its accession to this Agreement in accordance with Section 6.20) (“ Purchaser ”), the shareholders of the Company listed on Annex A and the shareholders of the Company from and after each of their accession to this Agreement (collectively, the “ Sellers ”) and Anthony Selwyn Tabatznik, an individual solely with respect to Section 6.15 and related provisions (the “ Shareholders’ Representative ,” together with the Company, Parent, Purchaser and the Sellers, the “ parties ”).

RECITALS

          WHEREAS, the Sellers party hereto as of the date hereof hold over ninety-eight percent (98%) of the ordinary shares and all of the preference shares of the Company (other than any ordinary shares or preference shares owned by the Company) (the “ Shares ”), and the Sellers party hereto prior to the Closing hold one hundred percent (100%) of the Shares;

          WHEREAS, the Sellers desire to sell and transfer, and Parent desires to cause Purchaser to, and Purchaser desires to, purchase, the Shares for the consideration set forth below, subject to the terms and conditions of this Agreement; and

          WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.

          NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS; INTERPRETATION

          1.1 Defined Terms . For the purposes of this Agreement, the following terms shall have the following meanings:

          “ 2008 Balance Sheet ” shall mean the audited consolidated balance sheet of the Company as of December 31, 2008.

          “ 2008 Open Taxes ” shall mean any United States federal Income Taxes of Cobalt Laboratories, Inc. for the Tax year ended December 31, 2008.

          “ Action ” shall mean any action, claim, suit, arbitration, litigation, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), prosecution,

hearing, inquiry, inquest, audit, examination or investigation commenced, brought, conducted or heard by or before, any Governmental Entity or any arbitrator or arbitration panel.

          “ Affiliate ” shall mean, with respect to any Person, any other Person that directly, or through one or more intermediaries, controls or is controlled by or is under common control with such Person; provided that, after the Closing, (a) none of the Company nor any of its Subsidiaries shall be considered an Affiliate of any Seller or any Seller’s Affiliates; and (b) none of the Sellers or any Seller’s Affiliates shall be considered an Affiliate of any of the Company or its Subsidiaries. For purposes of this Agreement, “control” shall mean, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise (and the terms “controlled by” and “under common control with” shall have correlative meanings).

          “ After-Tax Rate ” shall mean seventy percent (70%).

          “ Ancillary Agreements ” shall mean the agreement to be entered into on the terms set forth in the Shareholder Agreement Term Sheet attached as Exhibit A (the “ Shareholder Agreement ”), the Escrow Agreement in the form attached as Exhibit B (the “ Escrow Agreement ”) and the Non-Competition Agreement with the individuals set forth on Section 1.1(a) of the Company Disclosure Letter in the form attached as Exhibit C (the “ Non-Competition Agreement ”).

          “ Business Day ” shall mean any day that is not a Saturday, a Sunday or other day on which commercial banks in New York, New York, USA are required or authorized by Law to be closed.

          “ Buyer Assumed Taxes ” shall mean (a) any Taxes, other than any Taxes described in clauses (b) and (c) of the definition of Excluded Taxes, imposed on or payable by the Company and its Subsidiaries with respect to any Pre-Closing Period for which the Tax Return is due (taking into account extensions) after the Closing Date, but only to the extent that both (A) such Taxes are shown as due on such Tax Return as filed and (B) for any such Tax Return that is an Income Tax Return for the Tax year ended on or before December 31, 2008, the amount shown as due on such Tax Return as filed is not in excess of the reserve for accrued but unpaid Income Taxes on the face of the 2008 Balance Sheet (rather than any notes thereto) and (b) any Taxes arising out of, on account of, or relating to, the Generic Product.

          “ Change in Control ” shall mean, with respect to Parent, the occurrence of any one of the following events:

          (a)    (i) individuals who, on the date of this Agreement constitute the board of directors of Parent (the “ Incumbent Directors ”), cease for any reason to constitute at least a majority of the board of directors; provided that any person becoming a director subsequent to the date of this Agreement whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the board of directors (either by a specific vote or by approval of the proxy statement of the relevant party in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director (except that no

individuals who were not directors at the time any agreement or understanding with respect to any Business Combination (as defined below) or contested election is reached shall be treated as Incumbent Directors for the purposes of clause (ii) of paragraph (c) below with respect to such Business Combination or this paragraph (a) in the case of a contested election); provided , further , that the Shareholders’ Representative will be treated as an Incumbent Director;

          (b)    any “person” (as defined in Section 3(a)(9) of the Exchange Act and within the meaning of Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (within the meaning of Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of securities of Parent representing more than fifty percent (50%) of the aggregate voting power of Parent’s then outstanding securities eligible to vote for the election of directors (the “ Voting Securities ”); provided , however , that the event described in this paragraph (b) will not be deemed a Change in Control by virtue of any holdings or acquisitions by any employee benefit plan (or related trust) sponsored or maintained by Parent or any of its Subsidiaries;

          (c)    a merger, consolidation, recapitalization, statutory share exchange or similar transaction (a “ Business Combination ”), unless immediately following such Business Combination: (i) more than fifty percent (50%) of the total voting power of the Person resulting from such Business Combination (the “ Surviving Entity ”), or, if applicable, the ultimate parent Person that directly or indirectly has beneficial ownership of one hundred percent (100%) of the voting securities eligible to elect directors of the Surviving Entity (the “ Parent Entity ”), is represented by Voting Securities that were outstanding immediately before such Business Combination (or, if applicable, is represented by shares into which such Voting Securities were converted pursuant to such Business Combination); and (ii) at least a majority of the members of the board of directors of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the consummation of the Business Combination were Incumbent Directors at the time the board of directors of Parent approved the execution of the initial agreement providing for such Business Combination; or

          (d)    a plan of liquidation or dissolution of Parent or a sale of all or substantially all of Parent’s assets.

          “ Code ” shall mean the U.S. Internal Revenue Code of 1986, as amended.

          “ Companies Act ” shall mean the Companies Act, 1995 in Malta.

          “ Company Confidentiality Agreement ” shall mean the confidentiality agreement, dated as of April 29, 2009, by and between the Company and Parent.

          “ Company Material Adverse Effect ” shall mean any event, circumstance, change or effect that has had a material adverse effect on the business, the results of operations or the financial condition of the Company and its Subsidiaries, taken as a whole; provided , however , that no change or effect arising out of or in connection with or resulting from any of the

following shall be deemed by itself or by themselves, either alone or in combination, to constitute or contribute to a Company Material Adverse Effect:

          (a)    changes generally affecting the economy, financial or securities markets or political conditions in the United States, Canada, United Kingdom, France, the European Union, Malta, New Zealand, Australia, or Brazil, to the extent such changes do not adversely affect the Company and its Subsidiaries taken as a whole in a disproportionate manner relative to other participants in the pharmaceutical or the generic pharmaceutical industry;

          (b)    changes or developments, including changes in Law or the interpretation or enforcement thereof, affecting the pharmaceutical industry or the generic pharmaceutical industry generally;

          (c)    any changes in IFRS and provisions of the Companies Act or other accounting standards, or authoritative interpretations thereof;

          (d)    acts of war, armed hostility or terrorism to the extent such changes do not adversely affect the Company and its Subsidiaries in a disproportionate manner relative to other participants in the pharmaceuticals or generic pharmaceuticals industry;

          (e)    any adverse change in customer, distributor, employee, supplier, financing source, licensor, licensee, sub-licensee, shareholder, co-promotion or joint venture partner relationships attributable to the negotiation, execution or announcement of this Agreement and the Sale, including the identity of Parent as the acquiror of the Company;

          (f)    any failure by the Company to meet any internal or published projections or forecasts or estimates of revenues or earnings for any period (it being understood and agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of a Company Material Adverse Effect may be taken into account in determining whether there has been a Company Material Adverse Effect);

          (g)    general financial or capital market conditions, including interest rates or currency exchange rates, or changes therein; and

          (h)    any action or omission required pursuant to the terms of this Agreement, or pursuant to the written request or consent of Parent.

          “ Company Material Contract ” shall mean each Contract to which the Company or any of its Subsidiaries is a party, in each case, with a third party:

          (a)    which involves or is reasonably expected to involve payment by or to such Person from third parties of more than $2.0 million per year and has continuing material obligations, rights or interests (other than a Contract under which the sole continuing obligation is to maintain confidentiality);

          (b)    which involves payment by or to such Person from third parties of more than $1.5 million per year and involves material continuing obligations, rights or interests, relating to the clinical trial, supply, manufacture, marketing or co-promotion of, or collaboration with respect to, any product or product candidate;

          (c)    which relates to or evidences third-party indebtedness for borrowed money of such Person in excess of $2.0 million;

          (d)    which contains any covenant limiting, in any material respect, the ability of the Company or any of its Subsidiaries to engage in any line of business or compete with any third party;

          (e)    which is a material Contract and contains any provisions contemplating or relating to a change in control or similar event with respect to the Company or any one or more of its Subsidiaries or otherwise having the effect of providing that the consummation of the Sale or any of other transaction contemplated by this Agreement or the execution, delivery or effectiveness of this Agreement will materially conflict with, result in a material violation or material breach of, or constitute a default (with or without notice or lapse of time or both) under, such Contract or give rise under such Contract to any right of, or result in, a termination, right of first refusal, material amendment, revocation, cancellation or material acceleration, or a loss of a material benefit or the creation of any material Lien upon any of the properties or assets of the Company or any of its Subsidiaries, or to any increased, accelerated or additional material rights or material entitlements of any Person;

          (f)    which is a material Contract and which involves the grant of a “most favored nation” pricing or terms that (i) apply to the Company or any of its Subsidiaries or (ii) following the consummation of the Sale or any other transactions contemplated by this Agreement would apply to Parent or any of its Subsidiaries;

          (g)    which relates to the settlement or other resolution of any material Action that has any continuing obligations, liabilities or restrictions and which was entered into in the last two years;

          (h)    which is a material partnership or joint venture agreement to which the Company or any of its Subsidiaries is a party, or pursuant to which the Company or any of its Subsidiaries has any material ownership interest in any other Person (other than the Subsidiaries); or

          (i)    which relates to the disposition or acquisition by the Company or any of its Subsidiaries, with obligations to third parties remaining to be performed or liabilities continuing after the date of this Agreement, of any material business or any material amount of assets, other than in the ordinary course of business.

          “ Competition Condition ” shall mean the condition that is satisfied during any period in which a third party supplier of the Generic Product has made the Generic Product for purchase in commercial quantities (meaning at least ten percent (10%) or more availability) by major wholesalers, retail pharmacy chains and managed care providers in the United States

sufficient to meet a significant portion (at least ten percent (10%)) of such parties’ initial stocking requirements.

          “ Contract ” shall mean any agreement, contract, obligation or undertaking (whether written or oral and whether express or implied).

          “ Convertible Loan Notes ” shall mean the Series 2 Unsecured Convertible Loan Notes 2028 issued by the Company.

          “ Credit Agreement ” shall mean that certain Credit Agreement, by and among Watson Pharmaceuticals, Inc., Canadian Imperial Bank of Commerce, Wachovia Capital Markets, LLC, Wells Fargo Bank, National Association, Union Bank of California, N.A. and Sumitomo Mitsui Banking Corporation, dated November 3, 2006.

          “ Employee Benefit Plan ” shall mean any employee benefit plan, program, policy, practice, agreement, understanding or other arrangement providing compensation or benefits to any current or former employee, consultant, officer or director of the Company or any of its Subsidiaries, including any Subsidiary that is an ERISA Affiliate, or any beneficiary or dependent thereof that is now, or was within the past six (6) years, sponsored or maintained by the Company or any of its Subsidiaries, including any Subsidiary that is an ERISA Affiliate, or to which the Company or any of its Subsidiaries, including any Subsidiary that is an ERISA Affiliate, contributes or is obligated to contribute or has any liability, whether actual or contingent, whether or not written, including, any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, whether or not such plan is subject to ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA, whether or not such plan is subject to ERISA, and any bonus, incentive, deferred compensation, vacation, holiday, cafeteria, medical, disability, share purchase, stock option, stock appreciation, phantom stock, restricted stock, or other stock-based compensation, severance, employment, change in control or fringe benefit plan, program, policy, practice, agreement, understanding or other arrangement, other than any of the foregoing which is an Employment Agreement or a statutorily-maintained, mandated or sponsored plan, program or policy.

          “ Employment Agreement ” means a Contract, offer letter or agreement of the Company or any of its Subsidiaries with or addressed to any individual who is rendering or has rendered services thereto as an employee or consultant pursuant to which the Company or any of its Subsidiaries has any actual or contingent liability or obligation to provide compensation and/or benefits in consideration for past, present or future services.

          “ Environmental Permits ” shall mean any material permit, license, authorization or approval required under applicable Environmental Laws.

          “ Environmental Laws ” shall mean any and all Laws which (a) regulate or relate to: the protection or clean up of the environment; the treatment, storage, transportation, handling, packaging, labeling, disposal or release of, or exposure to, any pollutant, contaminant or Hazardous Materials, wastes or similar materials; the protection of human health and safety to the extent affected by harmful or deleterious substances in the workplace or the environment; or the preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or

other natural resources; or (b) impose liability or responsibility with respect to any of the foregoing including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), or any other Law of similar effect.

          “ ERISA ” shall mean the Employment Retirement Income Security Act of 1974, as amended.

          “ ERISA Affiliate ” shall mean any entity (whether or not incorporated) other than the Company that, together with the Company, is required to be treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

          “ Exchange Act ” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

          “ Excluded Income Taxes ” shall mean Excluded Taxes attributable to Income Taxes.

          “ Excluded Non-Income Taxes ” shall mean Excluded Taxes not attributable to Income Taxes.

          “ Excluded Taxes ” shall mean any liability, without duplication, for (a) Taxes of the Company and its Subsidiaries for any Pre-Closing Period (other than Buyer Assumed Taxes); (b) Taxes resulting from (i) any breach or inaccuracy of any representation or warranty contained in Section 3.12(b), (c) or (d), (ii) any breach or inaccuracy of any representation or warranty contained in Section 3.12 other than Sections 3.12(b), (c) or (d) or (iii) any breach of any of the covenants and agreements set forth in Section 6.4(l), 6.4(m), 6.18, 10.3, 10.4 or 10.5, ( provided , however , that in the case of (b)(ii) and (b)(iii) only to the extent such Taxes arise in a Pre-Closing Period); and (c) Taxes of Sellers. For purposes of this Agreement, in determining the Taxes attributable to the Pre-Closing Period included in any Straddle Period, (i) Taxes other than income, sales and use and withholding Taxes of the Company and its Subsidiaries shall be equal to the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of calendar days in the entire Straddle Period ( provided , however , that in the case of ad valorem Taxes, no Tax attributable to property that was not held during the portion of the Straddle Period ending on or before the Closing shall be allocable to the taxable period that is deemed to end on the Closing Date, and no Tax attributable to property that was not held during the portion of the Straddle Period beginning after the Closing shall be allocable to the taxable period that is deemed to begin after the Closing Date); and (ii) income, sales and use and withholding Taxes of the Company and its Subsidiaries shall be computed as if such taxable period ended as of the end of the day on the Closing Date.

          “ FDA ” shall mean the U.S. Food and Drug Administration, or a successor entity.

          “ GAAP ” shall mean generally accepted accounting principles in the United States as in effect at the time any applicable financial statements were prepared.

          “ Generic Product ” shall mean a pharmaceutical product for use in humans containing Atorvastatin calcium as the sole active ingredient, determined by the FDA to be bioequivalent and designated by the FDA to be AB-rated to Lipitor ^® .

          “ Governmental Entity ” shall mean any court, administrative agency, commission or other governmental or quasi-governmental authority, body or instrumentality, federal, state, local, domestic, foreign or multi-national governmental, quasi-governmental or regulatory authority entitled to exercise any administrative, executive, judicial or regulatory functions of or pertaining to government.

          “ Hazardous Materials ” shall mean petroleum and its products and derivatives, including gasoline and diesel fuel, radioactive materials, asbestos and asbestos-containing materials, pesticides, radon, urea, formaldehyde, lead and lead-containing materials, polychlorinated biphenyls and any other chemicals, materials, substances or wastes in any amount or concentration which are regulated pursuant to or the basis for liability pursuant to any Environmental Law or defined as or included in the definition of “hazardous substance,” “hazardous material,” “hazardous waste,” “toxic substance,” “pollutant,” “regulated substance,” “solid waste,” “contaminant” or words of similar import under any applicable Environmental Law.

          “ HSR Act ” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

          “ IFRS ” shall mean the International Financial Reporting Standards as in effect at the time any applicable financial statements were prepared.

          “ Income Taxes ” means any Tax measured by or imposed on net income.

          “ Income Tax Returns ” means any Tax Return with respect to Income Taxes.

          “ Indemnifying Party ” means the Sellers for the purposes of Section 9.2 and Parent for the purposes of Section 9.3, as the case may be.

          “ Intellectual Property ” shall mean trademarks, service marks, brand names, certification marks, trade dress and other indications of origin, registrations in any domestic or foreign jurisdiction of, and applications in any such jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application, and the goodwill associated with the foregoing; inventions, discoveries and ideas, whether patentable or not, in any domestic or foreign jurisdiction; applications for patents and patents (including, divisions, continuations, continuations in part of such applications and patents), and any renewals, extensions or reissues thereof, in any domestic or foreign jurisdiction; nonpublic information, trade secrets and confidential information and rights in any domestic or foreign jurisdiction to limit the use or disclosure thereof by any Person; writings and other works, whether copyrightable or not, in any such jurisdiction; and registrations or applications for registration of copyrights in any domestic or foreign jurisdiction, and any renewals or extensions thereof; and any similar intellectual property or proprietary rights in any domestic or foreign jurisdiction.

          “ Law ” shall mean any federal, state, local, municipal, foreign or other law, statute, legislation, constitution, ordinance, rule, regulation, judgment, order, injunction, decree, edict, proclamation, treaty, convention, ruling, mandatory directive, pronouncement, requirement, specification, determination, decision, arbitration award, binding agency written opinion or requirement, license or permit of any Governmental Entity or Self-Regulatory Organization.

          “ Liens ” shall mean all liens, mortgages, deeds of trust, pledges, charges, claims, security interests, purchase agreements, options, title defects, restrictions on transfer or other encumbrances of any nature whatsoever, whether consensual, statutory or otherwise.

          “ Losses ” shall mean all losses, costs, charges, expenses (including reasonable attorneys’ fees), obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, demands or claims.

          “ Parent Confidentiality Agreement ” shall mean the confidentiality agreement, dated as of August 28, 2008, by and between J.P. Morgan Securities Inc., on behalf of the Company, and Parent.

          “ Parent Material Adverse Effect ” shall mean any event, circumstance, change or effect that has had a material adverse effect on the business, the results of operations or the financial condition of Parent and its Subsidiaries, taken as a whole; provided , however , that no change or effect arising out of or in connection with or resulting from any of the following shall be deemed by itself or by themselves, either alone or in combination, to constitute or contribute to a Parent Material Adverse Effect:

          (a)    changes generally affecting the economy, financial or securities markets or political conditions in the United States to the extent such changes do not adversely affect Parent and its Subsidiaries taken as a whole in a disproportionate manner relative to other participants in the pharmaceutical or the generic pharmaceutical industry;

          (b)    changes or developments, including changes in Law or the interpretation or enforcement thereof, affecting the pharmaceutical industry or the generic pharmaceutical industry generally;

          (c)    any changes in GAAP or other accounting standards, or authoritative interpretations thereof;

          (d)    acts of war, armed hostility or terrorism to the extent such changes do not adversely affect Parent and its Subsidiaries in a disproportionate manner relative to other participants in the pharmaceuticals or generic pharmaceuticals industry;

          (e)    any adverse change in customer, distributor, employee, supplier, financing source, licensor, licensee, sub-licensee, stockholder, co-promotion or joint venture partner relationships attributable to the negotiation, execution or announcement of this Agreement and the Sale;

          (f)    any failure by Parent to meet any internal or published industry analyst projections or forecasts or estimates of revenues or earnings for any period (it being understood and agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of a Parent Material Adverse Effect may be taken into account in determining whether there has been a Parent Material Adverse Effect);

          (g)    general financial or capital market conditions, including interest rates or currency exchange rates, or changes therein;

          (h)    any change in the price or trading volume of the Parent Common Stock on the NYSE (it being understood and agreed that the facts and circumstances giving rise to such change that are not otherwise excluded from the definition of a Parent Material Adverse Effect may be taken into account in determining whether there has been a Parent Material Adverse Effect); and

          (i)    any action or omission required pursuant to the terms of this Agreement, or pursuant to the express written request of the Company or the Shareholders’ Representative.

          “ Parent Series A Preferred Stock ” shall mean the series A preferred stock, no par value, issuable pursuant to the Certificate of Designation, in the form attached hereto as Exhibit D, to be filed by Parent on or prior to the Closing with the Secretary of State of the State of Nevada (the “ Certificate of Designation ”).

          “ Permitted Liens ” shall mean the following Liens: (a) Liens for Taxes, assessments or other governmental charges or levies that are not yet due or payable or that are being contested in good faith by appropriate proceedings; (b) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, workmen, repairmen and other Liens imposed by Law and arising in the usual, ordinary course of business and the payment of which is not past due or is being contested in good faith through negotiations and for which there are adequate reserves on the Financial Statements; (c) Liens incurred or deposits made in the usual, ordinary course of business and the payment of which is not past due or is being contested in good faith through negotiations and for which there are adequate reserves on the Financial Statements in connection with workers’ compensation, unemployment insurance or other types of social security; (d) defects or imperfections of title, easements, covenants, rights-of-way, restrictions and other similar charges or encumbrances not materially interfering with the ordinary conduct of business; (e) Liens not created by the acts or omissions of the Company or any of its Subsidiaries that affect the underlying fee interest of any Leased Real Property; (f) mortgages and deeds of trust granted as security for financings set forth in Section 1.1(b) of the Company Disclosure Letter; and (g) such other Liens and Property Restrictions that are not otherwise material or are not reasonably likely to impair the continued use of or detract value from, in each case in any material respect, the asset or property to which they relate, as used on the date hereof.

          “ Person ” shall mean an individual, group (within the meaning of Section 13(d)(3) of the Exchange Act), corporation, partnership, limited liability company, joint venture, trust or other entity or organization.

          “ Post-Closing Period ” shall mean, with respect to the Company and its Subsidiaries, any taxable year or period that begins after the Closing Date and, in the case of any Straddle Period, the portion of such period beginning immediately after the Closing Date.

          “ Post-Tax Gross Profits from Sales ” shall mean (a) Net Sales (as defined in the Atorvastatin Agreement) as determined from time to time pursuant to the Atorvastatin Agreement multiplied (b) by the percentage specified on Section 1.1(c) of the Company Disclosure Letter multiplied by (c) the After-Tax Rate; provided , however , that Net Sales by a Wholesaler Affiliate to independent third parties shall be excluded, and sales from Parent or an Affiliate of Parent to a Wholesaler Affiliate shall be calculated at the greater of (i) the actual transfer price from Parent or an Affiliate of Parent to a Wholesaler Affiliate or (ii) the average price charged for the product to arm’s length third parties during the fiscal quarter in which the sale to Wholesaler Affiliate took place.

          “ Pre-Closing Period ” shall mean, with respect to the Company and its Subsidiaries, any taxable year or period that ends on or before the Closing Date and, in the case of a Straddle Period, the portion of such period ending on and including the Closing Date.

          “ Securities Act ” shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

          “ Self-Regulatory Organization ” shall mean any U.S. or foreign commission, board, agency or body that is not a Governmental Entity but is charged with regulating its own members through the adoption and enforcement of financial, sales practice and other requirements for brokers, dealers, securities underwriting or trading, stock exchanges, commodity exchanges, commodity intermediaries, electronic communications networks, insurance companies or agents, investment companies or investment advisers.

          “ Senior Executives ” means senior executives of the Company and its Subsidiaries whose annual base salary and bonus exceeds $200,000 (two hundred thousand dollars).

          “ Straddle Period ” shall mean, with respect to the Company and its Subsidiaries, any taxable period beginning on or prior to and ending after the Closing Date.

          “ Subsidiary ” shall mean, with respect to any Person, whether incorporated or unincorporated, of which such first Person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions.

          “ Tax ” shall mean (a) any tax of any kind, including any federal, state, local and foreign income, profits, branch, license, severance, occupation, windfall profits, capital gains, capital stock, transfer, registration, social security (or similar), production, franchise, gross receipts, payroll, sales, employment, use, property, excise, value added, estimated, stamp, alternative or add-on minimum, environmental, withholding and any other tax or assessment; (b)

all interest, penalties and additions imposed with respect to such amounts described in clause (a); and (c) any liability for amounts described in clause (a) or (b) above under United States Treasury Regulation Section 1.1502-6 (or any similar provision of federal, state, local or foreign Tax Law), as a result of transferee or successor liability, by Contract or otherwise.

          “ Tax Benefit ” shall mean the Tax effect of any Tax Item which decreases Taxes paid or payable or increases Tax basis, including any interest with respect thereto or interest that would have been payable but for such item, determined on a with and without basis.

          “ Tax Item ” shall mean any item of income, gain, loss, deduction, credit, recapture or credit or any other item which increases or decreases Taxes paid or payable.

          “ Tax Return ” shall mean all returns, declarations, reports, statements, estimates, claims for refunds, information statements and other forms and documents (including all schedules, exhibits, and other attachments thereto), and any amendments to any of the foregoing, required to be filed with any Taxing Authority in connection with the calculation, determination, assessment or collection of, any Taxes.

          “ Taxing Authority ” shall mean any Governmental Entity having jurisdiction over the assessment, determination, collection or other imposition of any Tax.

          “ Wholesaler Affiliate ” shall mean an Affiliate of Parent, substantially all of the business of which consists of the wholesale distribution of pharmaceutical products.

          1.2 Other Definitions . The following terms shall have the meanings defined in the Section or Article indicated:

          1.3 Interpretation; Absence of Presumption . (a) For the purposes of this Agreement, “ to the knowledge of the Company ” shall mean the actual knowledge, after investigation consistent with such person’s position or authority, of the individuals identified in Section 1.3 of the Company Disclosure Letter; and “to the knowledge of Parent” shall mean the actual knowledge, after investigation consistent with such person’s position or authority, of the individuals identified in Section 1.3 of the Parent Disclosure Letter. It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Company Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or the items so included or other items, are or are not material, and neither party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Company Disclosure Letter in any dispute or controversy between the parties as to whether any obligation, item or matter not described in this Agreement or included in the Company Disclosure Letter is or is not material for purposes of this Agreement.

          (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa , case sensitive words shall include the meaning of the defined term unless the context otherwise requires or unless otherwise specified and words of one gender shall be held to include the other gender as the context requires; (ii) the terms “ hereof ,” “ herein ,” and “ herewith ” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Exhibits to this Agreement) and not to any particular provision of this Agreement, and Article, Section, paragraph and Exhibit references are to the Articles, Sections, paragraphs and Exhibits to this Agreement unless otherwise specified; (iii) the word “ including ” and words of similar import when used in this Agreement shall mean “including without limitation” unless the context otherwise requires or unless otherwise specified; (iv) the word “ or ” shall not be exclusive; (v) all pronouns and any variations thereof refer to the masculine, feminine or neuter, single or plural, as the context may require; (vi) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; and (vii) all references to dollars or $ shall be to U.S. dollars.

The Section and Article headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement.

          (c) This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

ARTICLE II

THE SALE

          2.1 Formation of Purchaser; the Sale .

          (a) Prior to the Closing, Parent shall form Purchaser and cause Purchaser to accede to this Agreement in accordance with Section 6.20.

          (b) Upon the terms and subject to the conditions set forth in this Agreement, at the closing of the transactions contemplated by this Agreement (the “ Closing ”), the Sellers shall transfer, convey, assign and deliver to Purchaser, and Parent shall cause Purchaser to, and Purchaser shall, purchase and acquire from the Sellers all of the Sellers’ rights, title and interests in and to the Shares, free and clear of all Liens (other than Liens imposed by Parent and its Subsidiaries) (the “ Sale ”).

          2.2 Consideration .

          (a) In consideration for the Shares, the following capital sums (collectively, the “ Consideration ”), shall be paid to the Sellers: (i) At the Closing, Parent shall cause Purchaser to, and Purchaser shall, pay to the Sellers an aggregate of:

provided , however , that the shares of the Parent Series A Preferred Stock payable pursuant to Section 2.2(a)(i)(C) shall be deposited by Parent in the escrow account (the “ Escrow Account ”) established pursuant to the Escrow Agreement.

          (ii) Parent shall cause Purchaser to, and Purchaser shall, pay to the Sellers the Atorvastatin Payments from time to time pursuant to and in accordance with Section 2.5.

The Consideration, including any payment of shares of the Parent Series A Preferred Stock from the Escrow Account, shall be paid to Sellers in the proportions set forth on Section 2.2(a) of the Company Disclosure Letter.

          (b) Section 2.2(a) of the Company Disclosure Letter shall be updated prior to the Closing Date to reflect changes in ownership of the Company’s ordinary shares and preferred shares.

          (c) Purchaser shall be entitled to deduct and withhold from the Consideration payable pursuant to this Agreement to any Seller such amounts as Purchaser is required to deduct and withhold under the Code, or any other applicable Tax Law, with respect to the making of such payment; provided , however , that in the event of a deduction or withholding which is not required by Law, Purchaser shall indemnify and hold harmless Sellers to the extent of any costs and Taxes not recovered from the applicable Taxing Authority, provided , further , however , that such Seller shall have pursued and exhausted all reasonable remedies to recover such Taxes from such Taxing Authority. In addition, to the extent that Purchaser does not withhold from the Consideration and it is subsequently determined that such withholding was required by Law, Sellers shall severally and not jointly indemnify and hold harmless Purchaser to the extent of any costs and Taxes that are due and owing from the Purchaser to the applicable Taxing Authority. The indemnification obligations contained in this Section 2.2(c) shall not be subject to the limitation as to survival period contained in Section 9.1 or the limitations contained in Section 9.5 (other than Section 9.5(e)).

          2.3 Closing . (a) The Closing shall take place at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019 at 10:00 a.m., New York time, on the second (2nd) Business Day following the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions), but not prior to August 6, 2009, unless mutually agreed upon by the Shareholders’ Representative and the Parent, or at such other place, time or date as may be mutually agreed upon in writing by the Shareholders’ Representative and Parent (the “ Closing Date ”).

          (b) At the Closing:

          (i) The Sellers shall deliver to Purchaser duly completed and signed share transfer forms on behalf of each of the Sellers in respect of the Shares, in customary form to be provided by the Company prior to the Closing, in favor of the Purchaser or such Persons as the Purchaser may direct, together with any relevant share certificates, free and clear of all Liens (other than Liens imposed by Parent and its Subsidiaries);

          (ii) The Sellers, Parent, Purchaser and the Shareholders’ Representative shall enter into each of the Ancillary Agreements to the extent a party thereto;

          (iii) Parent shall cause Purchaser to, and Purchaser shall, pay to the Sellers, on behalf of itself and its applicable Subsidiaries, (A) by wire transfer, to an account or accounts designated by the Shareholders’ Representative not less than two (2) Business Days prior to the Closing, immediately available funds in an amount equal to the Cash Consideration; and (B) shares evidencing the Stock Consideration, as adjusted pursuant to Section 2.4 ( provided that such amounts shall be decreased by the shares of Parent Series A Preferred Stock deposited in the Escrow Account);

          (iv) Parent shall cause Purchaser to, and Purchaser shall, deposit with an escrow agent mutually acceptable to the Shareholders’ Representative and Parent (the “ Escrow Agent ”), pursuant to the Escrow Agreement, the Parent Series A Preferred Stock payable pursuant to Section 2.2(a)(i)(C); and

          (v) The parties shall enter into such other documents and agreements as may be reasonably necessary to consummate the transactions contemplated hereby, such other documents and agreements to be consistent with the terms of this Agreement.

          2.4 Adjustment to Stock Consideration and Structure; Allocation of Consideration . (a) If, after the date of this Agreement and prior to the Closing Date, Parent pays a dividend in, splits, combines into a smaller number of shares, or issues by reclassification any ordinary shares of Parent Common Stock, then the Stock Consideration shall be equitably adjusted to provide to the Sellers the same economic effect as contemplated by this Agreement prior to such action, and as so adjusted shall, from and after the date of such event, be the Stock Consideration, subject to further adjustment in accordance with this Section 2.4.

          (b) If either Parent or the Shareholders’ Representative determines that it is necessary or advisable to restructure the Sale due to the Tax consequences of the current structure of the Sale contemplated in this Agreement, including a post-Closing corporate reorganization of Parent’s Subsidiaries, then the parties hereto will collaborate reasonably and in good faith in order to determine an alternative structure for the Sale. In all events, the chosen structure will not adversely affect any of the parties hereto, impact the Tax consequences of the transaction to any of the parties hereto or delay the Closing, and the chosen structure will preserve the economic consequences to all parties of the transactions contemplated by this Agreement.

          2.5 Atorvastatin Payments . Parent shall cause Purchaser to, and Purchaser shall, pay to the Sellers in the proportions set forth on Section 2.2(a) of the Company Disclosure Letter:

          (a) during any time that the Competition Condition is not satisfied, an amount or amounts equal to fifty percent (50%) of the Post-Tax Gross Profits from Sales of the Generic Product in the United States from the Commencement Date (as defined on Section 2.5(a) of the Company Disclosure Letter) (such date, the “ Atorvastatin Launch Date ”) through and including May 31, 2013 (the “ Atorvastatin Payment Period ”) by Parent, the Company or any of their respective Subsidiaries;

          (b) and, at any time that the Competition Condition is satisfied during the Atorvastatin Payment Period:

          (i) an amount or amounts equal to eighty-five percent (85%) of the Post-Tax Gross Profits from Sales of the Generic Product in the United States by Parent, the Company or any of their respective Subsidiaries during the Atorvastatin Payment Period until Sellers have received $175,000,000 in the aggregate pursuant to Section 2.5(a) or this Section 2.5(b)(i);

          (ii) and, thereafter after the Sellers have received $175,000,000 in the aggregate pursuant to Section 2.5(a) or 2.5(b)(i), an amount or amounts equal to fifteen percent (15%) of the Post-Tax Gross Profits from Sales of the Generic Product in the United States by Parent, the Company or any of their respective Subsidiaries through the end of the Atorvastatin Payment Period (such amounts to be paid pursuant to Section 2.5(a) or this Section 2.5(b), the “ Atorvastatin Payments ”); provided that the Atorvastatin Payments received by the Sellers pursuant to Sections 2.5(b)(i) and 2.5(b)(ii) shall not exceed $250,000,000 in the aggregate (but for the avoidance of doubt not including payments pursuant to Section 2.5(a)).

          (c) The Atorvastatin Payments shall be made from and after the Closing Date for each calendar quarter through May 31, 2013 as soon as practicable (but in any event within sixty (60) days of the end of such calendar quarter), or otherwise as provided herein. Together with any such payment, Parent shall deliver to the Shareholders’ Representative a certificate signed by the Chief Financial Officer of Parent (each, an “ Atorvastatin Payment Certificate ”), setting forth for such period the amount of such Atorvastatin Payment (including the calculation thereof, in reasonable detail). Parent shall provide copies of any reports, correspondence or notices delivered pursuant to the Atorvastatin Agreement (as defined on Section 2.5(c) of the Company Disclosure Letter) at the same time that such report, correspondence or notice is delivered pursuant to the Atorvastatin Agreement, where such matter relates to any portion of the Atorvastatin Payment Period or is sent during such period.

          (d) Upon a Change in Control of Parent during the Atorvastatin Payment Period in which Parent is not the surviving entity, Parent shall cause its successor or the assignee of the majority of its assets to guarantee in writing, for the benefit of the Sellers, the performance of the obligations set forth in this Section 2.5.

          2.6 Covenants with Respect to Payments . (a) So long as Purchaser shall have any payment obligations pursuant to Section 2.5, Parent and its Subsidiaries shall, unless otherwise consented to in writing by the Shareholders’ Representative on behalf of the Sellers, (i) use commercially reasonable best efforts to derive the full benefits of all of its rights under the Atorvastatin Agreement; (ii) comply in all material respects with the terms of the Atorvastatin Agreement; (iii) to the extent not covered by (ii), operate its business relating to the Atorvastatin Agreement in substantially the same manner as Parent and its Subsidiaries would operate such business if all of the benefits thereof were for the sole benefit of Parent; (iv) not take any action that would reasonably be expected to result in, or has as a primary purpose the intention of, or is reasonably expected to have the effect of, eliminating, avoiding or reducing the Post-Tax Gross Profits from Sales of the Generic Product or any payments or material benefits thereof that would

otherwise be collectible by Parent and its Subsidiaries, or payable to or likely to accrue to the Sellers pursuant to Section 2.5; and (v) not amend or modify the Atorvastatin Agreement in a manner that would eliminate, avoid or reduce any payments or material benefits thereof that would otherwise be collectible by Parent and its Subsidiaries, or payable to or likely to accrue to the Sellers pursuant to Section 2.5. In addition, during any period where Parent shall have any payment obligations pursuant to Section 2.5, at the Shareholders’ Representative’s request (not to be made more than once per calendar quarter), an appropriate executive officer of Parent shall meet with the Shareholders’ Representative to discuss the operation of Parent’s and its Subsidiaries’ business with respect to the Atorvastatin Agreement and other relevant agreements and the Generic Product.

          (b) (i) If the Shareholders’ Representative disagrees with Parent’s calculation of any payments as set forth in an Atorvastatin Payment Certificate or if Parent shall fail to deliver an Atorvastatin Payment Certificate (and payment) when due, the Shareholders’ Representative may deliver a notice to Parent disagreeing with Parent’s calculation of the amount contained in such Certificate, or stating the failure to make delivery and/or payment, with accompanying reasonable detail as may be available (such notice, a “ Payment Dispute Notice ”).

          (ii) Upon delivery to Parent of a Payment Dispute Notice, Parent, represented by an executive officer, and the Shareholders’ Representative shall, during the ten (10) Business Day period following the delivery of such notice of disagreement (the “ Resolution Period ”), use their reasonable best efforts to reach agreement on the disputed items or amounts. If at the conclusion of the Resolution Period there are any amounts remaining in dispute, then all amounts remaining in dispute shall, unless otherwise agreed by Parent and the Shareholders’ Representative, be submitted to Ernst & Young LLP (or such other independent accounting firm with no substantial relationship with the Company, the Sellers or Parent, mutually agreed to by the Parent and the Shareholders’ Representative) (the “ Neutral Auditor ”) no later than the tenth (10th) Business Day after the expiration of the Resolution Period. The Neutral Auditor shall be instructed to determine, in accordance with this Agreement, the amount of each disputed item or amount and requested to complete such determination within thirty (30) days after the submission of such disputed items or amounts to the Neutral Auditor. The Neutral Auditor shall not serve as an arbitrator. With respect to each disputed item or amount, the Neutral Auditor shall adopt a position that is either equal to Parent’s proposed position, equal to the Shareholders’ Representative’s proposed position, or between the positions proposed by Parent and the Shareholders’ Representative. The determination of the Neutral Auditor shall be final and binding upon Parent and the Shareholders’ Representative.

          (iii) Upon the final determination of any disputed amount, the payment owed to the Sellers shall be increased or decreased, as the case may be, by the amount by which such finally determined payment exceeds or is less than such payment as shown on the Atorvastatin Payment Certificate. Any adjustments to a payment that are made pursuant to this Section 2.6(b)(iii) shall bear interest at the daily Prime Rate (expressed as a rate per annum) published in The Wall Street Journal for each of the days in the applicable period plus 250 basis points from the applicable payment date to the date of

such payment. Any adjustments to a payment pursuant to this Section 2.6(b)(iii) and the interest thereon shall be paid by wire transfer in immediately available funds to an account specified by the party to whom such payment is owed.

          (iv) Parent shall provide to the Shareholders’ Representative, his Representatives, full access during regular business hours to relevant personnel, business, financial and accounting records in order to verify the accuracy of any payment to be made pursuant to Section 2.5 or any Atorvastatin Payment Certificate, or in connection with the subject of a Payment Dispute Notice. The parties shall cooperate with any information request of the Neutral Auditor.

          (v) In the event that Purchaser is found to have underpaid any amount due under Section 2.5 by more than five percent (5%) for two of any four consecutive payments, Purchaser shall reimburse the Shareholders’ Representative for all costs and expenses incurred, including reasonable attorneys’ and advisors’ fees, in connection with any such disputes.

          (vi) In the event that the Shareholders’ Representative delivers a Payment Dispute Notice, and Purchaser is subsequently found to have correctly paid any amounts due under Section 2.5, for two of any four consecutive Dispute Notices, Shareholders’ Representative shall reimburse the Purchaser for all costs and expenses incurred, including reasonable attorneys’ and advisors’ fees, in connection with any such disputes.

          (vii) In the event it is subsequently determined that Purchaser has made an over-payment to the Sellers pursuant to Section 2.5 only, Purchaser may adjust a future payment to reflect such over-payment, following notice to the Shareholders’ Representative and the Shareholders Representative’s agreement as to such amount (or based on resolution pursuant to this clause (b)). In no event shall Parent or Purchaser be entitled to seek reimbursement of any overpayment at any time on or after the ninetieth (90th) day following the final payment under Section 2.5.

          (c) Remedy for Non-Payment or Breach . If Purchaser does not pay any amount due under Section 2.5, other than amounts in dispute in good faith, within the time period specified therein, such amount shall bear interest at the rate of ten percent (10%) per annum from the date the payment was due through the payment date; provided that if Purchaser shall not have paid such undisputed amount within thirty (30) days of the time period specified, such amount shall thereafter bear interest at a rate equal to ten percent (10%) per annum plus the greater of (i) the six month London Interbank Offered Rate or (ii) the Prime Rate (expressed as a rate per annum) published in The Wall Street Journal. Upon resolution of any claim brought by the Shareholders’ Representative for overdue payment, Parent shall cause Purchaser to, and Purchaser shall, pay all such amounts determined to have been payable to Sellers under Section 2.5, together with the costs and expenses (including, if applicable, reasonable attorneys’ and advisors’ fees) incurred by the Shareholders’ Representative in connection with its collection efforts.

          (d) Contingent Payments Additional Capital Sums . The Parties agree and acknowledge that (i) the Atorvastatin Payments, payable pursuant to Section 2.2(a)(ii) and as provided in Section 2.5 are provided as a result of bona fide difficulties in determining the present value of the Company; (ii) such payments represent (and shall be reported by Parent as) capital sums payable as additional consideration for the Shares; and (iii) such payments do not represent royalties. Parent agrees that such payments to be paid to Sellers shall be reported by Parent as deferred payments subject to installment sale treatment under Section 453 of the Code, or similar provision of state, local or foreign Law.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          Except as set forth in the disclosure letter delivered to Parent at or prior to the execution of this Agreement (the “ Company Disclosure Letter ”), the Company represents and warrants to Parent as follows. The Company Disclosure Letter is arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article III, and the disclosure in any paragraph of the Company Disclosure Letter shall qualify the corresponding paragraph in this Article III and such other paragraphs if it is reasonably apparent that such disclosure is applicable to such other paragraphs.

          3.1 Organization and Qualification; Subsidiaries . (a) The Company is a corporation incorporated under the Laws of Malta and has all requisite corporate or other organizational power and authority to carry on its businesses as now being conducted and is qualified to do business and is in good standing, if applicable, as a foreign corporation in each jurisdiction where the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing or to have such power or authority would not reasonably be expected to have a Company Material Adverse Effect.

          (b) Section 3.1(b) of the Company Disclosure Letter sets forth a list of each of the Company’s Subsidiaries, including each such Subsidiary’s jurisdiction of incorporation or organization and the Company’s direct or indirect beneficial ownership interest in such Subsidiary, as of the date hereof. Each such Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing, if applicable, under the Laws of the jurisdiction of its organization and has all requisite corporate or other organizational power and authority to carry on its businesses as now being conducted and is qualified to do business and is in good standing, if applicable, as a foreign corporation in each jurisdiction where the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing or to have such power or authority, would not reasonably be expected to have a Company Material Adverse Effect.

          (c) The Company has delivered or made available to Parent a copy of the memorandum of association and articles of association, and certificate or articles of incorporation and bylaws (or like organizational documents) of the Company and each of its material Subsidiaries, and each such copy is true, correct and complete in all material respects. The Company is not in violation of any of the

provisions of its memorandum of association or articles of association. Each material Subsidiary of the Company is not in violation of any of the provisions of its respective certificate or articles of incorporation or bylaws (or like organizational documents), except as would not reasonably be expected to have a Company Material Adverse Effect.

          (d) Section 3.1(d) of the Company Disclosure Letter sets forth a list of each joint venture, partnership, limited liability company or other similar agreements or arrangements of the Company and its Subsidiaries (the “ Company Joint Ventures ”), including each such Company Joint Venture’s jurisdiction of incorporation or organization and the Company’s direct or indirect beneficial ownership interest in such Company Joint Venture. Each such interest has been duly issued to the Company or its Subsidiary and such interests are fully paid and nonassessable.

          3.2 Capitalization of the Company . (a) The authorized share capital of the Company consists of 500,000,000 ordinary shares, with a nominal value of $1, and 1,000 preference shares, with a nominal value of $0.01. As of May 21, 2009, there were 32,684,282 ordinary shares issued and outstanding and 1,000 preference shares issued and outstanding (400 of which were held by the Company). The Shares are duly authorized, validly issued, fully paid and nonassessable and, other than any ordinary shares or preference shares owned by the Company, are owned by the Sellers, free and clear of all Liens. Except as set forth above or in the Company Disclosure Letter, other than the Shares, no ordinary shares or preferred shares or other ownership interest in the Company is issued or outstanding, and there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements, arrangements or commitments of any character relating to the issued or unissued share capital or other ownership interest in the Company or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company. None of the Company nor any of its Subsidiaries have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter.

          (b) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the Shares.

          3.3 Authority Relative to This Agreement . The Company has all necessary corporate power and authority, and has taken all corporate action necessary, to execute, deliver and perform this Agreement and to consummate the Sale and the other transactions contemplated by this Agreement in accordance with the terms of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the other parties, constitutes a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “ Bankruptcy and Equity Exception ”). The board of directors of the Company has approved and adopted this Agreement and the transactions contemplated herein. The Company has received the required approval by its holders of its securities required to approve and adopt this Agreement and the transactions contemplated herein.

          3.4 Consents and Approvals; No Violations . No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity or Self-Regulatory Organization is required on the part of the Company for the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of the Sale and the other transactions contemplated by this Agreement, except (a) compliance with any applicable requirements of the HSR Act; or (b) the failure of which to make or obtain would not reasonably be expected to have a material adverse effect on the Company or to materially delay, or impair or prevent, consummation of the transactions contemplated hereby. Assuming compliance with the items described in clause (a) of the preceding sentence, neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Sale or the other transactions contemplated by this Agreement will (i) conflict with or result in any breach, violation or infringement of any provision of the memorandum of association or articles of association of the Company or any of its material Subsidiaries; (ii) result in a breach, violation or infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Company Material Contract; or (iii) violate or infringe any Law applicable to the Company or any of its Subsidiaries, taken as a whole, or any of their respective properties or assets; except in the case of clause (ii) or (iii), for breaches, violations, infringements, defaults, Liens or other rights that would not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or that would materially delay, or impair or prevent, consummation of the transactions contemplated hereby.

          3.5 [Intentionally Omitted] .

          3.6 Financial Statements; Liabilities . (a) Section 3.6 of the Company Disclosure Letter contains the following financial statements (collectively, with any notes thereto, the “ Financial Statements ”): the audited consolidated balance sheet and statement of operating income and expenses of the Company as of and for the fiscal years ended December 31, 2006, December 31, 2007 and December 31, 2008 and the unaudited consolidated balance sheet and statement of operating income and expenses of the Company as of and for the four-month period ended April 30, 2009. Except as noted or reflected therein, the Financial Statements have been prepared in accordance with IFRS (or with respect April 30, 2009, follow IFRS principles and have been prepared by management in a manner consistent with prior interim principles) and provisions of the Companies Act applied on a consistent basis, and present fairly, in all material respects, the consolidated financial position and the consolidated results of operations of the Company as of December 31, 2007, December 31, 2008 and April 30, 2009, except that the Financial Statements as of April 30, 2009 do not include footnotes that would be required by IFRS and provisions of the Companies Act and are subject to year-end adjustments in the ordinary course.

          (b) As of the date of this Agreement, there are no material liabilities or obligations of the Company or any of its Subsidiaries of any nature, whether or not accrued, contingent or otherwise, that would be required by IFRS and provisions of the Companies Act to be reflected on a consolidated balance sheet of the Company, other than those that (i) are reflected or reserved against on the Financial Statements; (ii) have been incurred in the ordinary

course of business of the Company and its Subsidiaries; (iii) have been discharged or paid off; or (iv) are contemplated by this Agreement, including in connection with Section 6.21.

          3.7 Absence of Certain Changes or Events . Except as contemplated by this Agreement, since December 31, 2008 through the date hereof, (i) there has not occurred any event, circumstance, change or effect outside the ordinary course which would be a breach of Section 6.4(a), (d), (e), (h), (l), (m) or (q) hereof, had such event, circumstance, change or effect occurred after the date hereof; and (ii) there has not been any event that has had a Company Material Adverse Effect or any state of facts, change, development, event, condition or occurrence that, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect.

          3.8 Litigation; Compliance with Laws . (a) (i) There is no Action pending, or to the knowledge of the Company, threatened, against the Company or any of its Subsidiaries, or as to which the Company, or any of its Subsidiaries has received any written notice of assertion or before any court, arbitrator, or administrative, governmental or regulatory authority or body, domestic or foreign, or for which the Company or any of its Subsidiaries is obligated to indemnify a third party, that, individually or in the aggregate, would be reasonably likely to (A) have a Company Material Adverse Effect or (B) prevent the consummation of the transactions contemplated by this Agreement; and (ii) there is no judgment, edict, ruling, order, finding, pronouncement, determinate, decision, opinion, sentence, subpoena, letter, writ or award (“ Order ”) of any Governmental Entity outstanding against the Company or any of its Subsidiaries that would be reasonably likely to have any effect referred to in clauses (A) or (B) above.

          (b) The Company and each of its Subsidiaries are in material compliance with all Laws. Except as disclosed on Section 3.8(b) of the Company Disclosure Letter, no material investigation, audit, inquiry or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same. This Section 3.8(b) does not relate to employee benefits, Tax, environmental or Intellectual Property, which are exclusively addressed in Sections 3.10, 3.12, 3.13, 3.14, respectively.

          (c) Neither the Company nor any of its Subsidiaries is in default or violation of the federal Anti-kickback Statute (42 U.S.C. § 1320a-7b(b)), the Stark Anti-Self-Referral Law (42 U.S.C. §§ 1395nn), the Anti-Inducement Law, Social Security Act, § 1128A(a)(5) (42 U.S.C. § 1320a-7a(a)(5)), the civil False Claims Act (31 U.S.C. §§ 3729 et seq.), the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)), the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d et seq.), the exclusion laws, SSA § 1128 (42 U.S.C. 1320a-7), the Clinical Laboratory Improvement Amendments (42 U.S.C. § 263(a) et seq.), the Food, Drug and Cosmetic Act (21 U.S.C. § 301 et seq.), the Public Health Service Act (42 U.S.C. § 201 et seq.), the Controlled Substances Act (21 U.S.C. 801 et seq.), the Medicare Program (Title XVIII of the Social Security Act), the Medicaid Program (Title XIX of the Social Security Act), the Medicaid Drug Rebate Program (42 U.S.C. § 1396r-8), Medicare average sales price reporting requirements (42 U.S.C. § 1395w-3a), the Public Health Service Act (42 U.S.C. § 256b), the VA Federal Supply Schedule (38 U.S.C. § 8126), any state pharmaceutical assistance program, U.S. Department of Veterans Affairs agreement, the regulations promulgated thereunder, and any other similar Law (collectively, “ Health Care Laws ”), except for violations,

breaches or defaults that would not reasonably be expected to materially delay, or impair or prevent consummation of the transactions contemplated hereby, and, as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

          3.9 Permits . Except as would not be material to the Company and its Subsidiaries taken as a whole, the Company and its Subsidiaries hold all permits, licenses, variances, exemptions, orders, registrations and other authorizations, certificates, consents, clearances, licenses and approvals of all Governmental Entities or Self-Regulatory Organizations necessary for the conduct of their respective businesses as presently conducted (the “ Company Permits ”). The Company and its Subsidiaries are in material compliance with the terms of the Company Permits and all such Company Permits are in full force and effect or a renewal application has been timely filed, except for any non-compliance, failure to have in full force and effect or to renew as would not, individually, or in the aggregate, have a Company Material Adverse Effect. Neither the Company nor its Subsidiaries has received any written notice of any expiration of, pending expiration of, changes to, or pending changes to any material Permit, other than ordinary course expirations subject to renewal or changes which do not materially impair the operation of the business of the Company.

          3.10 Employee Benefit Matters . (a) Section 3.10(a) of the Company Disclosure Letter includes a complete list of all material Employee Benefit Plans subject to the Laws of the United States (each, a “ U.S. Employee Benefit Plan ”) and all material Employment Agreements. Within thirty (30) Business Days after the date hereof, the Company shall provide a list of all material Foreign Plans (as defined below). The Company has delivered or made available (or shall, with respect to any Foreign Plans, within thirty (30) Business Days after the date hereof, deliver or make available) to Parent a true, correct and complete copy of each (i) material Employee Benefit Plan (or, if not written, a written summary of its material terms), including, solely with respect each U.S. Employee Benefit Plan, (A) all plan documents, trust agreements, insurance Contracts or other funding vehicles and all amendments thereto, (B) all summaries and summary plan descriptions, including any summary of material modifications, (C) the most recent annual report (Form 5500) filed with the Internal Revenue Service, and (D) the most recent determination or opinion letter issued by the Internal Revenue Service and each (ii) material Employment Agreement.

          (b) Solely with respect to the U.S. Employee Benefit Plans and any material employment agreements subject to the Laws of the United States (each, a “ U.S. Employment Agreement ”), as applicable:

          (i) Section 3.10(b) of the Company Disclosure Letter identifies each U.S. Employee Benefit Plan that is intended to qualify under Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(7) of the Code (“ Qualified Plans ”). With respect to each Qualified Plan, the Internal Revenue Service has issued a favorable determination letter with respect to its qualified status or a favorable prototype opinion letter, that has not been revoked, the related trust which is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt, and the Company knows of no existing circumstances and no events have occurred that could adversely affect the qualified status of any Qualified Plan or the exempt status of any related trust.

          (ii) Except as would not reasonably be expected to have a Company Material Adverse Effect, (A) all U.S. Employee Benefit Plans have been administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and (B) contributions required to be made under the terms of any of the U.S. Employee Benefit Plans as of the date of this Agreement have been timely made or, if not yet due, have been properly reflected on the unaudited consolidated balance sheet of the Company as of April 30, 2009.

          (iii) Neither the execution and delivery of this Agreement nor the consummation of the Sale or the other transactions contemplated by this Agreement will (either alone or in conjunction with any other event such as termination of employment) (A) result in any payment following the Closing becoming due to any current or former director, officer, employee or consultant of the Company or any of its Subsidiaries; or (B) result in any acceleration of the time of payment, funding or vesting of any benefits or payments under any U.S. Employee Benefit Plan or any U.S. Employment Agreement. No amount that has been or could be received (whether in cash or property or the vesting of property), by any employee, officer or director of the Company or any of its Subsidiaries who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) under any U.S. Employee Benefit Plan, U.S. Employment Agreement or other compensatory plan or arrangement would be reasonably expected to be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code), as a result of the consummation of the transactions contemplated by this Agreement.

          (iv) To the knowledge of the Company, (A) there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code and other than a transaction that is exempt under a statutory or administrative exemption) with respect to any U.S. Employee Benefit Plan that could result in liability to the Company or an ERISA Affiliate, and (B) no Action has been brought, or to the knowledge of the Company is threatened, against or with respect to any such U.S. Employee Benefit Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor (other than routine benefits claims).

          (v) No U.S. Employee Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) (“ Multiemployer Plan ”) or other pension plan subject to Title IV of ERISA and neither the Company nor any ERISA Affiliate has sponsored or contributed to or been required to contribute to a Multiemployer Plan or other pension plan subject to Title IV of ERISA.

          (vi) Except as required by Law, no U.S. Employee Benefit Plan or U.S. Employment Agreement provides any of the following retiree benefits to any Person: medical, disability or life insurance benefits. Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and each ERISA Affiliate are in material compliance with (A) the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations (including proposed regulations) thereunder and any similar state Law and (B) the applicable requirements of

the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations (including the proposed regulations) thereunder.

          (vii) Except as would not reasonably be expected to have a Company Material Adverse Effect, (A) each U.S. Employee Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code (a “ Nonqualified Deferred Compensation Plan ”) subject to Section 409A of the Code was, as of January 1, 2009, in documentary and operational compliance with Section 409A of the Code and the then applicable guidance issued by the Internal Revenue Service thereunder (together, the “ 409A Authorities ”) and (B) since January 1, 2009, each Nonqualified Deferred Compensation Plan has remained in documentary and operational compliance with the 409A Authorities. No current or former directors, officers, employees or consultants of the Company or any of its Subsidiaries is entitled to any gross-up, make-whole or other additional payment from the Company or any of its Subsidiaries in respect of any Taxes imposed under Sections 280G and 409A of the Code or interest or penalty related thereto.

          (viii) There does not now exist, and there are no circumstances that could reasonably be expected to result in, any Controlled Group Liability with respect to the Company that would be a liability of Parent or its Subsidiaries following the Closing. For the purpose of this Section 3.10(b)(viii) , “ Controlled Group Liability ” means any and all liabilities, contingent or otherwise (A) under Title IV of ERISA, (B) under Section 302 of ERISA, (C) under Sections 412 and 4971 of the Code, (D) resulting from a violation of the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code or the group health plan requirements of Sections 601 et seq. of the Code and Section 601 et seq. of ERISA, and (E) to the extent applicable, under corresponding or similar provisions of foreign laws or regulations, in each case, other than in each case, any such liabilities that arise solely out of, or relate solely to, the Employee Benefit Plans.

          (c) With respect to employee benefit plans, programs, and other arrangements providing incentive compensation or other benefits, including incentive compensation or other benefits similar to those provided under any U.S. Employee Benefit Plan, to current or former director, officer, employee or consultant of the Company or any of its Subsidiaries , or dependent thereof, which plan, program or arrangement is subject to the Laws of any jurisdiction outside of the United States (“ Foreign Plans ”), except as would not reasonably be expected to have a Company Material Adverse Effect: (i) the Foreign Plans have been maintained in all material respects in accordance with all applicable requirements and all applicable Laws, (ii) if they are intended to qualify for special tax treatment, the Foreign Plan meet all requirements for such treatment, (iii) if they are intended to be funded and/or book-reserved are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions, and (iv) no material liability exists or reasonably could be imposed upon the assets of the Company or any of its Subsidiaries by reason of such Foreign Plans.

          (d) The representations and warranties contained in this Section 3.10 constitute the sole representation and warranties of the Company relating to employee benefits matters.

          3.11 Labor Matters; Employees . The Company is not a party to any collective bargaining or other labor Contract, other than any of the foregoing which is industry-wide or statutorily or locally mandated or required, or which occurs after the date hereof and is not material to the operation of the Company’s business. Except as would not reasonably be expected to have a Company Material Adverse Effect, there has not been during the three-year period prior to the date hereof, there is not as of the date hereof pending or existing, and, to the knowledge of Company, there is not threatened as of the date hereof (i) any strike, slowdown, picketing, work stoppage or employee grievance process against the Company; (ii) any material Action against or affecting the Company relating to the alleged violation of any Law or Order pertaining to labor relations or employment matters, including any material charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission or any comparable Governmental Entity, organizational activity, or other material labor or employment dispute against or affecting the Company; or (iii) any application for certification of a collective bargaining agent. To the knowledge of the Company, as of the date hereof (A) no event has occurred or circumstance exists that could provide the basis for any work stoppage or other material labor dispute and (B) there is no lockout of any employees by the Company, and no such action is contemplated by the Company.

          3.12 Taxes .

          (a) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect

          (i) All Tax Returns required to be filed on or prior to the date of this Agreement by, or with respect to any activities of, the Company or any of its Subsidiaries have been timely filed, all Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown to be due on such Tax Returns) have been paid and all such Tax Returns were correct and complete.

          (ii) To the knowledge of the Company, no written claim has been made in the last three (3) years by an authority in a jurisdiction where the Company or any of its Subsidiaries do not file Tax Returns that it is or may be subject to taxation by that jurisdiction. To the knowledge of the Company, neither the Company nor any of its Subsidiaries has or has had any nexus, within the last three (3) years, with any jurisdiction (other than the United States) where the Company or such Subsidiary does not file a Tax Return, which nexus has subjected or could reasonably be expected to have subjected it to Tax in such jurisdiction.

          (iii) The accrued but unpaid Income Taxes of the Company and its Subsidiaries, as of the date of the 2008 Balance Sheet, will not exceed the reserve for such Income Taxes shown on the face of the 2008 Balance Sheet (rather than any notes thereto) and, since the date of the 2008 Balance Sheet, the Company and its Subsidiaries have not incurred any Taxes outside of the ordinary course of business or otherwise inconsistent with past practice.

          (iv) No deficiencies for Taxes of the Company or any of its Subsidiaries have been claimed or proposed in writing by any Taxing Authority or other

Governmental Entity. There is no pending determination by any Taxing Authority that the Company or any of its Subsidiaries has failed to pay any liability in respect of Taxes of the Company or such Subsidiaries. There are no audits for or relating to any liability in respect of Taxes of the Company or any of its Subsidiaries. The Company and each of its Subsidiaries have delivered or made available to Parent complete and accurate copies of all Tax Returns for income Taxes and all other material Tax Returns of the Company and each of its Subsidiaries (and their respective predecessors) for all taxable years since December 31, 2006 and complete and accurate copies of all examination reports and statements of deficiencies assessed against or agreed to by any of the Company and any of its Subsidiaries (and their respective predecessors) since December 31, 2006. Neither the Company nor any of its Subsidiaries has (nor has any predecessor) waived any statute of limitations in respect of Taxes which is currently in effect or agreed to any extension of time with respect to a Tax assessment or deficiency which is currently in effect, nor has any request been made in writing for any such extension or waiver. No currently effective power of attorney with respect to any Taxes has been executed or filed with any Tax Authority.

          (v) There are no Liens for Taxes on any assets of the Company or any of its Subsidiaries other than Permitted Liens.

          (vi) There are no Tax-sharing agreements or similar arrangements (including indemnity arrangements, other than customary gross-up or indemnification provisions on credit agreements, derivatives, leases, licensing and similar agreements entered into in the ordinary course of business) to which the Company or any of its Subsidiaries is a party or by which it is bound that makes it liable for any Taxes of any Person other than the Company or any of its Subsidiaries.

          (vii) Neither the Company nor any of its Subsidiaries has any liability for any Taxes of any Person other than itself (other than with respect to customary gross-up or indemnification provisions on credit agreements, derivatives, leases, licensing and similar agreements entered into in the ordinary course of business) other than for another Subsidiary or the Company. Neither the Company nor any of its Subsidiaries has ever been a member of any consolidated, combined, affiliated, aggregate or unitary group of persons for purposes of determining Tax liability or filing any Tax Returns other than a group solely consisting of the Company and/or one of its Subsidiaries.

          (viii) The Company and each of its Subsidiaries have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party.

          (b) Neither the Company nor any of its Subsidiaries other than Cobalt Laboratories, Inc. (nor any of their respective predecessors) (i) has, within the past six years, been engaged in a trade or business in the United States or has maintained a permanent establishment (within the meaning of an applicable tax treaty) in the United States; (ii) is or was a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or is treated as a U.S. corporation under Section 7874(b) of the Code; or (iii) was created or organized

in the United States such that such entity would be taxable in the United States as a domestic entity pursuant to United States Treasury Regulation Section 301.7701-5(a).

          (c) Neither the Company nor any of its Subsidiaries has ever filed an entity classification election Form 8832 under Section 7701 of the Code that cannot be modified.

          (d) Neither the Company nor any of its Subsidiaries has ever made an election under Section 897(i) of the Code. Neither the Company nor any of its Subsidiaries has ever been a U.S. real property holding company within the meaning of Section 897 of the Code.

          (e) The representations and warranties contained in this Section 3.12 constitute the sole representations and warranties of the Company relating to Tax matters, other than the representations and warranties contained in Section 3.10 relating to employee benefit matters.

          3.13 Environmental Matters . (a) Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries are in compliance with all applicable Environmental Laws, and to the knowledge of the Company any past non-compliance by the Company and its Subsidiaries with applicable Environmental Laws has been resolved.

          (b) Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company has all Environmental Permits necessary for the conduct and operation of the business as now being conducted, and all such permits are in good standing; and (ii) no such Environmental Permit is or will be subject to review, revision, major modification or prior consent by any Governmental Entity as a result of the consummation of the transactions contemplated by this Agreement.

          (c) (i) None of the Company or any of its Subsidiaries has received any notice of any material violation of or material liability under Environmental Laws, nor (ii) to the knowledge of the Company, is there any such violation which is likely to form the basis of any such notice.

          (d) There are no pending or, to the knowledge of the Company, threatened material civil, criminal or administrative Actions pursuant to Environmental Laws or with respect to Hazardous Materials against the Company or any of its Subsidiaries or, to the knowledge of the Company, related to the Owned Real Property, the Leased Real Property or any other facility owned or operated by the Company or any of its Subsidiaries within the last two (2) years.

          (e) To the knowledge of the Company, there has been no presence of storage tanks at or presence or release of any Hazardous Materials on, at, or from the Owned Real Property or the Leased Real Property or any other facility operated by the Company or any of its Subsidiaries, except (i) in material compliance with applicable Environmental Laws and (ii) in a manner or in quantities or locations that would not require investigation or material remediation of soil or groundwater under applicable Environmental Laws; and neither the Company nor any of its Subsidiaries has received any written notice with respect to such presence or release.

          (f) Neither the Company nor any Subsidiary, has transported or arranged for the treatment, storage, handling, disposal or transportation of any Hazardous Material at or to any off-site location which, to the knowledge of the Company, has resulted in, or would be reasonably expected to result in, a material liability to the Company.

          (g) To the knowledge of the Company, there are no material Liens or institutional or engineering controls applicable to any Owned Real Property or Leased Real Property arising out of or pursuant to applicable Environmental Laws.

          (h) To the knowledge of the Company, there are no other material acts, activities, circumstances or conditions that have resulted in or would be reasonably expected to result in, the Company incurring a material liability or obligation pursuant to any applicable Environmental Laws.

          (i) The representations and warranties contained in this Section 3.13 contain the sole representation and warranties of the Company relating to environmental matters.

          3.14 Intellectual Property . (a) Section 3.14(a) of the Company Disclosure Letter contains a true and complete list of all material Intellectual Property owned as of the date hereof by, or licensed by, any of the Company or any of its Subsidiaries that have been issued or registered or are the subject of a pending application for issuance or registration. Each of the Company and its Subsidiaries owns or has a valid right to use or license the Intellectual Property listed on Section 3.14(a) of the Company Disclosure Letter free and clear of all Liens. To the knowledge of the Company, such Intellectual Property is valid and enforceable in all material respects.

          (b) As of the date of this Agreement, each Contract related to material Intellectual Property represents a valid and binding obligation and benefit of the Company or its Subsidiary party thereto, and to the knowledge of the Company, the other parties thereto, enforceable by and against the Company and its Subsidiaries, and to the knowledge of the Company, the other parties thereto in accordance with its terms, in each case in all material respects and subject to the Bankruptcy and Equity Exception. True and complete copies of each such Contract have been made available by the Company to Parent. Each of the Company and its Subsidiaries has performed all obligations required to be performed by it, as applicable, under each such Contract, except as has not had a Company Material Adverse Effect. Except as has not had a Company Material Adverse Effect, to the knowledge of the Company, no other party to any such Contract is in material default with respect thereto.

          (c) Except as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries owns, or is validly licensed to use (in each case, free and clear of any Liens), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (ii) to the knowledge of the Company, the use of any Intellectual Property by the Company and its Subsidiaries and the conduct of its business as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (iii) to the knowledge of the Company, no Person is challenging, infringing on or otherwise violating any right of the Company or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to the Company or its Subsidiaries; and (iv)

except with respect to claims made in respect of ANDAs filed by the Company or any of its Subsidiaries in the United States under paragraph IV of the Hatch-Waxman Act or with respect to applications for approval of generic pharmaceutical products filed under comparable Laws in territories outside the United States, neither the Company nor any of its Subsidiaries has received any written notice or otherwise has knowledge of any pending Action against the Company or any of its Subsidiaries with respect to any (A) Intellectual Property used by the Company and its Subsidiaries, or (B) any Intellectual Property owned by any Person, and as of the date hereof are unaware of any facts or events that would give rise to any Action against the Company that is likely to succeed.

          (d) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have taken all necessary steps to protect the confidentiality and value of all material trade secrets and any other material confidential information that is owned, licensed, used or held by the Company and its Subsidiaries in confidence, including entering into licenses and Contracts that require employees, licensees, contractors, and other Persons with access to trade secrets or other confidential information to safeguard and maintain the secrecy and confidentiality of such trade secrets. To the knowledge of the Company, the Company and its Subsidiaries have recorded each assignment of a U.S. registered Intellectual Property right with the U.S. Patent and Trademark Office.

          (e) The representations and warranties contained in this Section 3.14 constitute the sole representations and warranties of the Company relating to Intellectual Property matters.

          3.15 Material Contracts . (a) Section 3.15(a) of the Company Disclosure Letter lists all the Company Material Contracts as of the date of this Agreement. The Company has delivered or made available to Parent accurate and complete copies of all written Company Material Contracts identified in Section 3.15(a) of the Company Disclosure Letter, including all amendments thereto.

          (b) Except as would not be material to the Company and its Subsidiaries, taken as a whole, each of the Company Material Contracts is in full force and effect and is a valid and binding obligation of the Company or its Subsidiary party thereto, and to the knowledge of the Company, the other parties thereto, enforceable against the Company and its Subsidiaries, and to the knowledge of the Company, the other parties thereto in accordance with its terms, subject to the Bankruptcy and Equity Exception. Each of the Company and its Subsidiaries has performed, in all material respects, all obligations required to be performed by it, as applicable, under each Company Material Contract, and neither the Company nor any of its Subsidiaries has received any written notice or, to the knowledge of the Company, any other communication regarding any material violation or breach of, or default under, any Company Material Contract. To the knowledge of the Company, no other party to any Company Material Contract is in material default with respect thereto. Except as would not have a Company Material Adverse Effect, with respect to the Company Material Contracts, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (i) give any Person the right to declare a default or exercise any remedy under any Company Material Contract, (ii) give any Person the right to

accelerate the maturity or performance of any Company Material Contract, or (iii) give any Person the right to cancel, terminate or materially modify any Company Material Contract.

          3.16 Suppliers . Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have good commercial relationships with each of their suppliers of active ingredients, bulk chemical products and finished drug products and, to the knowledge of the Company, there are no facts concerning such suppliers that would reasonably be expected to result in any material interruption in the timely supply by such suppliers to the Company and its Subsidiaries of any such materials where such supply could not be replaced. As of the date hereof, no such supplier has notified the Company or its Subsidiaries in writing that it intends to terminate or materially alter the terms of its supply relationship with the Company and its Subsidiaries, except as, individually or in the aggregate with all such notifications, is not reasonably likely to have a Company Material Adverse Effect.

          3.17 Affiliate Transactions . No executive officer or director of the Company or any Person owning five percent (5%) or more of the Shares (or any of such Person’s immediate family members or Affiliates) (a) is a party to any Contract with or binding upon the Company or any of its Subsidiaries or any of their respective assets, rights or properties; (b) has any interest in any property owned by the Company or any of its Subsidiaries; or (c) has engaged in any transaction involving the Company, any of its Subsidiaries, or any of their respective assets, rights or properties within the last twelve (12) months, in each case, which involves payment by or to such Person of more than $120,000 in the aggregate or, in each case, other than pursuant to