Aralez Pharmaceuticals US – AstraZeneca Objects to Toprol-Xl and Vimovo Sale Orders, “Cherry-Picked” Assumption and Assignment of Contracts

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October 25, 2018 – AstraZeneca AB filed an objection [Docket No. 207] to (I) the assumption, assignment, and cure amount of contracts to be assumed and assigned in the Toprol-Xl sale, (ii) to the proposed Toprol-Xl sale order and (iii) to the proposed Vimovo sale order. AstraZeneca AB explains, “Debtors seek to cherry-pick for assumption and assignment certain ancillary agreements between AstraZeneca AB (‘AstraZeneca’) and Debtor Aralez Pharmaceuticals Trading DAC (‘DAC’) that, together with the primary agreement (i.e., an asset purchase agreement) and a transitional services agreement that Debtors intend to reject, form a single, integrated agreement. These agreements collectively constitute a single transaction: the sale by AstraZeneca and the purchase by DAC of the Toprol-XL U.S. business. The sale would not have occurred if any one agreement were absent. Debtors cannot selectively assume parts of a single, integrated agreement — and especially just the ancillary parts — while rejecting the other less desirable (and primary) components. The integrated agreement must be assumed or rejected in its entirety. AstraZeneca also objects to the assumption and assignment on the grounds that Debtors must cure all defaults under the integrated agreement and provide adequate assurance of future performance. Finally, AstraZeneca objects to the form of the sale orders proposed for the Toprol-XL and Vimovo sales on the grounds that they create uncertainty as to whether the sales are subject to AstraZeneca’s retained rights in Toprol-XL and Vimovo.”

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