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FRX > SEC Filings for FRX > Form 8-K on 15-Jan-2014All Recent SEC Filings

Show all filings for FOREST LABORATORIES INC



Entry into a Material Definitive Agreement

Item 1.01. Entry into Material Definitive Agreements

As previously disclosed under the cover of a Current Report on Form 8-K that was filed with the Securities and Exchange Commission on December 2, 2013, Forest Laboratories, Inc. (the "Company") announced that Forest Laboratories Holdings Limited ("FLHL"), a wholly-owned subsidiary of the Company, entered into an Asset Purchase Agreement (the "APA") on November 29, 2013, with Merck Sharp & Dohme B.V. (the "Seller"), a wholly owned subsidiary of Merck & Co., Inc., pursuant to which FLHL would acquire exclusive rights in the United States for SaphrisŪ (asenapine sublingual tablets), a treatment for adult patients with schizophrenia or acute bipolar mania (the "Product"). Each party's obligation to consummate the APA was subject to certain other conditions (collectively, the "Closing Conditions"), including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party; (ii) performance in all material respects of the other party of its obligations; and (iii) the absence of any "Material Adverse Effect" (as defined in the APA).

Following the satisfaction of the Closing Conditions, FLHL and Seller consummated the APA on January 10, 2014. Upon the closing of and pursuant to the APA, FLHL entered into a license agreement (the "License Agreement") with Seller pursuant to which Seller licensed or sublicensed to FLHL certain patents, trademarks, trade dress, domain names, copyrights and know-how related to the Product; and (ii) Forest Laboratories Ireland Limited ("Forest Ireland"), a wholly-owned subsidiary of the Company and an affiliate of FLHL, entered into a supply agreement (the "Supply Agreement") with Seller pursuant to which Forest Ireland will be obligated to purchase its commercial requirements for the Product from Seller at an agreed purchase price.

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