Obligation Activis Inc 4.625% ( US942683AH65 ) en USD

Activis Inc

100 % ▲

Etats-unis

US942683AH65 ( en USD )

4.625% par an ( paiement semestriel )

30/09/2042

Prospectus brochure de l'obligation Actavis Inc US942683AH65 en USD 4.625%, échéance 30/09/2042

2 000 USD

456 710 000 USD

942683AH6

N/A

01/04/2026 ( Dans 153 jours )

Actavis Inc. était une société pharmaceutique américaine qui a fusionné avec Allergan en 2015, formant Allergan plc, une entreprise maintenant connue sous le nom d'AbbVie.

L'obligation US942683AH65 émise par Actavis Inc aux États-Unis, d'une valeur nominale de 456 710 000 USD, offre un taux d'intérêt de 4,625% avec des paiements semestriels jusqu'à sa maturité le 30 septembre 2042, est actuellement cotée à 100% du nominal, avec un minimum d'achat de 2 000 USD.

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/884629/000119312512408837/...
424B5 1 d414678d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of
Aggregate
Amount of
Securities Offered

Offering Price
Registration Fee(1)
1.875% Notes due 2017
$1,200,000,000
$137,520.00
3.250% Notes due 2022
$1,700,000,000
$194,820.00
4.625% Notes due 2042
$1,000,000,000
$114,600.00

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
1 of 85
9/28/2012 3:46 PM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/884629/000119312512408837/...
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration File No. 333-184122
PROSPECTUS SUPPLEMENT
(To prospectus dated September 27, 2012)

$1,200,000,000 1.875% Notes due 2017
$1,700,000,000 3.250% Notes due 2022
$1,000,000,000 4.625% Notes due 2042

The 1.875% notes due 2017, which we refer to as the 2017 notes, will mature on October 1, 2017. The 3.250% notes due
2022, which we refer to as the 2022 notes, will mature on October 1, 2022. The 4.625% notes due 2042, which we refer to as the
2042 notes, will mature on October 1, 2042. We refer to the 2017 notes, the 2022 notes and the 2042 notes, collectively, as the notes.
We will pay interest on the notes on April 1 and October 1 of each year, beginning April 1, 2013. We may redeem the notes of each
series, as a whole at any time or in part from time to time, at the applicable redemption prices described under the caption
"Description of Notes--Optional Redemption." In the event that we do not consummate the Acquisition (as defined herein) on or
prior to February 28, 2013 or the Purchase Agreement (as defined herein) is terminated at any time prior to such date, we will be
required to redeem all of the notes on a special mandatory redemption date at a redemption price described under the caption
"Description of Notes--Special Mandatory Redemption." If we experience a change of control triggering event and have not
otherwise elected to redeem the notes, we will be required to offer to purchase the notes from holders as described under the caption
"Description of Notes--Repurchase Upon a Change of Control."
The notes will be our unsecured and unsubordinated obligations and will rank equally with our other unsecured and
unsubordinated indebtedness from time to time outstanding. The notes will be effectively subordinated to our secured indebtedness to
the extent of the value of the assets securing such indebtedness and to all liabilities of our subsidiaries. The notes are new issues of
securities with no established trading market. Currently, there is no public market for the notes. We do not intend to apply for listing
of the notes on a national securities exchange or for inclusion of the notes on any automated dealer quotation system. The notes will be
issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning
on page S-15 of this prospectus supplement.

2017 Notes

2022 Notes

2042 Notes

Per Note

Total
Per Note

Total
Per Note

Total

Public offering price (1)
99.541% $1,194,492,000 99.165% $1,685,805,000 98.516% $985,160,000
Underwriting discount
0.600%
$
7,200,000 0.650% $
11,050,000 0.875% $ 8,750,000
Proceeds, before expenses, to us
98.941% $1,187,292,000 98.515% $1,674,755,000 97.641% $976,410,000
(1) Plus accrued interest, if any, from October 2, 2012, if settlement occurs after that date.
None of the Securities and Exchange Commission, any state securities commission or other regulatory authority has
approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the
accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the
Euroclear System, on or about October 2, 2012.

Joint Book-Running Managers

BofA Merrill Lynch

Wells Fargo Securities
Barclays

J.P. Morgan
2 of 85
9/28/2012 3:46 PM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/884629/000119312512408837/...

(2022 Notes)

(2017 Notes)

(2042 Notes)
Deutsche Bank Securities

Mitsubishi UFJ Securities

Mizuho Securities
Co-Managers

DNB Markets

HSBC
RBS

US Bancorp

The date of this prospectus supplement is September 27, 2012
3 of 85
9/28/2012 3:46 PM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/884629/000119312512408837/...
Table of Contents
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus and any related free writing prospectus we authorize that supplements this prospectus supplement.
We have not, and the underwriters have not, authorized any person to provide you with different information. If any person
other than us provides you with different or inconsistent information, you should not rely on it. We and the underwriters are
not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus supplement, the accompanying prospectus, any related free writing prospectus
and the documents incorporated by reference is accurate only as of their respective dates. Our business, properties, financial
condition, results of operations and prospects may have changed since those dates.

TABLE OF CONTENTS
Prospectus Supplement

About This Prospectus
S-i

Cautionary Note Regarding Forward-Looking Statements
S-i

Prospectus Supplement Summary
S-1

Risk Factors
S-15
Use of Proceeds
S-22
Capitalization
S-23
Unaudited Pro Forma Condensed Combined Financial Information
S-24
Description of Notes
S-40
United States Federal Income Tax Considerations
S-59
Underwriting
S-64
Legal Matters
S-68
Experts
S-68
Incorporation of Certain Documents By Reference
S-68
Prospectus

About This Prospectus
1
Where You Can Find More Information
1
Incorporation of Certain Documents By Reference
2
Cautionary Note Regarding Forward-Looking Statements
3
Watson Pharmaceuticals, Inc.
4
Risk Factors
5
Use of Proceeds
6
Ratio of Earnings to Fixed Charges
6
Description of Securities
7
Plan of Distribution
7
Validity of Securities
7
Experts
7
4 of 85
9/28/2012 3:46 PM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/884629/000119312512408837/...
Table of Contents
ABOUT THIS PROSPECTUS
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of the
offering of the notes. The second part is the accompanying prospectus, which provides more general information, some of which may
not be applicable to the offering of the notes. This prospectus supplement and the accompanying prospectus include important
information about us, the notes and other information you should review before investing in the notes. This prospectus supplement
also adds, updates and changes information contained in the accompanying prospectus. If there is any inconsistency between the
information in this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus
supplement. Before investing in the notes, you should carefully read both this prospectus supplement and the accompanying
prospectus, together with the additional information about us described under "Where You Can Find More Information" in the
accompanying prospectus.
Unless otherwise stated or the context otherwise requires, references in this prospectus supplement and accompanying
prospectus to "Watson," "we," "us" and "our" are to Watson Pharmaceuticals, Inc., a Nevada corporation, and its consolidated
subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Any statements contained in this prospectus supplement, the accompanying prospectus and the information incorporated
herein and therein by reference that refer to Watson's estimated or anticipated future results or other non-historical facts are forward-
looking statements that reflect Watson's current perspective of existing trends and information as of the date of this filing. For
instance, the statements in this prospectus supplement, the accompanying prospectus and the information incorporated herein and
therein by reference relating to expected or anticipated benefits of the Actavis acquisition, the future financial performance of the
combined company, cost synergies, future tax rates, the pay-down of debt obligations, and the closing of the transaction are forward-
looking statements. It is important to note that Watson's goals and expectations are not predictions of actual performance. Actual
results may differ materially from Watson's current expectations depending upon a number of factors affecting Watson's business,
Actavis' business and risks associated with acquisition transactions. These factors include, among others, the inherent uncertainty
associated with financial projections; risks and uncertainties relating to our ability to successfully close our acquisition of and
subsequently integrate the Actavis business and the ability to recognize the anticipated synergies and benefits of the Actavis
acquisition; the anticipated size of the markets and continued demand for Watson's and Actavis' products; the impact of competitive
products and pricing; the receipt of required regulatory approvals for the transaction (including the approval of antitrust authorities
necessary to complete the acquisition); access to available financing (including financing for the acquisition) on a timely basis and on
reasonable terms; risks of fluctuations in foreign currency exchange rates; the risks and uncertainties normally incident to the
pharmaceutical industry, including product liability claims and the availability of product liability insurance; the difficulty of
predicting the timing or outcome of pending or future litigation or government investigations; periodic dependence on a small number
of products for a material source of net revenue or income; variability of trade buying patterns; changes in generally accepted
accounting principles; risks that the carrying values of assets may be negatively impacted by future events and circumstances; the
timing and success of product launches; the difficulty of predicting the timing or outcome of product development efforts and
regulatory agency approvals or actions, if any; costs and efforts to defend or enforce intellectual property rights; difficulties or delays
in manufacturing; the availability and pricing of third party sourced products and materials; successful compliance with governmental
regulations applicable to Watson's, Actavis' and their respective third party providers' facilities, products and/or businesses;
changes in the laws and regulations, affecting among other things, pricing and reimbursement of pharmaceutical products; and such
other risks and uncertainties detailed in Watson's periodic public filings with the Securities and Exchange Commission ("SEC"),
including but not limited to Watson's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 and Watson's Annual
Report on Form 10-K for the fiscal year ended December 31, 2011. Without limiting the generality of the foregoing, words such as
"may," "will," "expect," "believe," "anticipate," "plan," "intend," "could," "would," "should,"

S-i
5 of 85
9/28/2012 3:46 PM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/884629/000119312512408837/...
Table of Contents
"estimate," "continue," or "pursue," or the negative or other variations thereof or comparable terminology, are intended to identify
forward-looking statements. The statements are not guarantees of future performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. We caution the reader that these statements are based on certain assumptions, risks and
uncertainties, many of which are beyond our control. In addition, certain important factors may affect our actual operating results and
could cause such results to differ materially from those expressed or implied by forward-looking statements. We believe the risks and
uncertainties discussed under the section entitled "Risks Related to Our Business" in Part I, Item 1A. "Risk Factors" in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2011, other risks and uncertainties discussed herein and from time to
time in our filings with the SEC, may cause our actual results to vary materially from those anticipated in any forward-looking
statement.
For a more detailed discussion of these and other risk factors, see Part I, Item 1A. "Risk Factors" and Part II, Item 7.
"Management's Discussion and Analysis of Results of Operations and Financial Condition" in our Annual Report on Form 10-K for
the fiscal year ended December 31, 2011. The forward-looking statements included in this prospectus supplement and the
accompanying prospectus and the documents that we incorporate by reference herein and therein are made only as of their respective
dates, and we undertake no obligation to update the forward-looking statements to reflect subsequent events or circumstances, except
as required by law. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.

S-ii
6 of 85
9/28/2012 3:46 PM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/884629/000119312512408837/...
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary contains basic information about us and this offering. Because it is a summary, it does not contain all
the information that you should consider before investing. You should carefully read the entire prospectus supplement and
accompanying prospectus, including the sections entitled "Risk Factors" herein and therein and the documents incorporated
by reference herein, including our consolidated financial statements and accompanying notes, before making an investment
decision.
Watson Pharmaceuticals, Inc.
Watson is a leading integrated global pharmaceutical company engaged in the development, manufacturing, marketing,
sale and distribution of generic and brand pharmaceutical products. We operate in the United States of America ("U.S."), our
primary commercial market, and in key international markets including Europe, Canada, Australia, Southeast Asia, Latin America
and South Africa. As of June 30, 2012, we marketed approximately 160 generic pharmaceutical product families and
approximately 30 brand pharmaceutical product families in the U.S. and a significant number of product families internationally
through our Global Generics and Global Brands Segments, respectively, and distributed approximately 9,960 stock-keeping units
("SKUs") through our Distribution Segment.
Prescription pharmaceutical products in the U.S. are generally marketed as either generic or brand pharmaceuticals.
Generic pharmaceutical products are bioequivalents of their respective brand products, or in cases of protein-based biologic
therapies, biosimilar, and provide a cost-efficient alternative to brand products. Brand pharmaceutical products are marketed
under brand names through programs that are designed to generate physician and consumer loyalty. Through our Distribution
Segment, we distribute pharmaceutical products, primarily generics, which have been commercialized by us and others, to
pharmacies and physicians' offices. As a result of the differences between the types of products we market and/or distribute and
the methods we use to distribute these products, we operate and manage our business as three distinct operating segments: Global
Generics, Global Brands and Distribution. Outside the U.S., our operations are primarily in Western Europe, Canada and
Australia. In many of these markets, there is limited generic substitution by pharmacists and, as a result, products are often
promoted to pharmacies. Therefore, physician and pharmacist loyalty to a specific company's generic product can be a significant
factor in obtaining market share.
Business Segments
Global Generics Segment. Watson is a leader in the development, manufacturing and sale of generic pharmaceutical
products. In certain cases where patents or other regulatory exclusivity no longer protect a brand product, or other opportunities
might exist, Watson seeks to introduce generic counterparts to the brand product. These generic products are bioequivalent or
biosimilar to their brand name counterparts, as applicable, and are generally sold at significantly lower prices than the brand
product. As such, generic pharmaceuticals provide an effective and cost-efficient alternative to brand products. Our portfolio of
generic products includes products we have developed internally, in-license and distribute for third parties. Net revenues in our
Global Generics segment were $2.1 billion (which included revenue from sales of a generic version of Lipitor which we
launched in November 2011) for the six months ended June 30, 2012 and $3.4 billion for the fiscal year ended December 31,
2011.
In the U.S., we predominantly market our generic products to various drug wholesalers, mail order, government and
national retail drug and food store chains utilizing approximately 20 sales and marketing professionals. We sell our generic
prescription products primarily under the "Watson Laboratories" and "Watson Pharma" labels.

S-1
7 of 85
9/28/2012 3:46 PM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/884629/000119312512408837/...
Table of Contents
Global Brands Segment. Newly developed pharmaceutical products are normally patented and, as a result, are
generally offered by a single provider when first introduced to the market. We currently market a number of branded products to
physicians, hospitals and other markets that we serve. We classify these patented and off-patent trademarked products as our
brand pharmaceutical products. During 2011, we launched Generess® Fe, an oral contraceptive licensed from Warner Chilcott
Ltd., and two new strengths of Androderm®. Net revenues in our Global Brands segment were $228.9 million for the six months
ended June 30, 2012 and $441.0 million for the fiscal year ended December 31, 2011. Typically, our brand products realize
higher profit margins than our generic products.
Our portfolio of over 30 brand pharmaceutical product families includes the following products, which accounted for
74% of total Global Brands segment net revenues in 2011:

Watson Brand Product
Active Ingredient
Therapeutic Classification
Androderm®
Testosterone (transdermal patch)
Male testosterone replacement
Crinone®
Progesterone gel
Progesterone supplementation
Gelnique®
Oxybutnin Chloride (gel 10%)
Overactive bladder
INFeD®
Iron dextran
Hematinic
Oxytrol®
Oxybutnin (transdermal patch)
Overactive bladder
Rapaflo®
Silodosin
Benign prostatic hyperplasia
Trelstar®
Triptorelin pamoate injection
Prostate cancer
We market our brand products through approximately 400 sales professionals within our specialized sales and marketing
groups. Our sales and marketing efforts focus on physicians, specifically urologists, obstetricians and gynecologists, who
specialize in the diagnosis and treatment of particular medical conditions. Each group offers products to satisfy the unique needs
of these physicians. Fifty-four of these sales professionals are strategic account specialists who focus on institutions and clinics.
We believe this focused sales and marketing approach enables us to foster close professional relationships with specialty
physicians, as well as cover the primary care physicians who also prescribe in selected therapeutic areas. We generally sell our
brand products under the "Watson Pharma" label. We believe that the current structure of sales professionals is very adaptable to
the additional products we plan to add to our brand portfolio, particularly in the therapeutic category of women's health.
Distribution Segment. Our Distribution business, which consists of our Anda, Anda Pharmaceuticals and Valmed (also
known as "VIP") subsidiaries (collectively "Anda"), primarily distributes generic and selected brand pharmaceutical products,
vaccines, injectables and over-the-counter medicines to independent pharmacies, alternate care providers (hospitals, nursing
homes and mail order pharmacies), pharmacy chains and physicians' offices. Additionally, we sell to members of buying groups,
which are independent pharmacies that join together to enhance their buying power. We believe that we are able to effectively
compete in the distribution market, and therefore optimize our market share, based on three critical elements: (i) competitive
pricing, (ii) high levels of inventory for approximately 9,960 SKUs for responsive customer service that includes, among other
things, next day delivery to the entire U.S., and (iii) well established telemarketing relationships with our customers,
supplemented by our electronic ordering capabilities. While we purchase most of the approximate 9,960 SKUs in our
Distribution operations from third party manufacturers, we also distribute our own products and our collaborative partners'
products. We believe that we are the only U.S. pharmaceutical company that has meaningful distribution operations with direct
access to independent pharmacies and we believe that our Distribution operation is a strategic asset in the national distribution of
generic and brand pharmaceuticals.
Net revenues in our Distribution segment were $539.5 million for the six months ended June 30, 2012 and
$776.2 million for the fiscal year ended December 31, 2011. Revenue growth in our Distribution operations will primarily be
dependent on the launch of new products, offset by the overall level of net price and unit

S-2
8 of 85
9/28/2012 3:46 PM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/884629/000119312512408837/...
Table of Contents
declines on existing distributed products, and will be subject to changes in market share. Anda's operating results exclude sales
by Anda of products developed, acquired, or licensed by Watson's Global Generics and Global Brands segments.
Acquisition of Actavis
On April 25, 2012, we entered into a Sale and Purchase Agreement (the "Purchase Agreement") to acquire (the
"Acquisition") the entire issued share capital of Actavis, Inc., a Delaware corporation, Actavis Pharma Holding 4 ehf., a
company incorporated in Iceland, and Actavis S.à r.l., a company incorporated in Luxembourg (collectively, the "Companies" or
"Actavis"), and rights in respect of certain indebtedness owed by the Companies. The purchase price consists of 4.15 billion in
cash, assumption of the obligation to pay up to 100 million of certain indebtedness and certain contingent payments. For more
information on the terms of the Purchase Agreement, see the discussion under the heading "The Purchase Agreement," below.
We believe that the key benefits of the Acquisition will be:

· Dramatic Enhancement of Watson's International Presence. The Acquisition will combine two growing

companies into a stronger global organization that will benefit from sustainable revenue and earnings growth, and
strong cash flow.

· Expanded Global Market Presence. As measured by overall market share, the combined company would hold a
top 3 position in 12 markets and a top 5 market position in 15 markets. The combined company would have
commercial operations in more than 40 countries. Actavis' exceptional global strength, including leading market

positions in key established commercial markets and emerging markets in Central and Eastern Europe and Russia,
will complement Watson's position in established markets including the United Kingdom (the "U.K."), France and
Australia.

· Expanded Portfolio and Pipeline. The Acquisition will expand Watson's core leadership position in modified
release, solid oral dosage and transdermal products into semi-solids, liquids and injectables. The result will be a
broader and more diversified global product portfolio, and an expanded development pipeline. The combined

company will have 45 "first-to-file" ANDAs (that is, the first company to have filed a substantially complete
abbreviated new drug application ("ANDA") for those 45 products containing a Paragraph IV certification with the
U.S. Food and Drug Administration ("FDA")), 30 of which are potential exclusive "first-to-file" ANDAs pending
FDA approval in the U.S.
Combined with Actavis, Watson will have more than 17,000 employees globally. Upon the closing of the Acquisition,
the combined company would have approximately 20 manufacturing facilities and more than a dozen R&D centers. With enhanced
size and scale, we believe the combined company will be well positioned to capitalize on its commercial, R&D, manufacturing
and customer service capabilities. We anticipate that the closing of the Acquisition will occur during the fourth quarter of 2012.
The Purchase Agreement
On April 25, 2012, Watson and Watson Pharma S.à r.l., a company incorporated in Luxembourg and wholly-owned
subsidiary of Watson (the "Purchaser"), entered into the Purchase Agreement with Actavis Acquisition Debt S.à r.l., a company
incorporated in Luxembourg (the "Vendor"), Nitrogen DS Limited, a company incorporated in the British Virgin Islands
("Nitrogen"), Landsbanki Islands hf., a company incorporated in Iceland ("Landsbanki"), ALMC Eignarhaldsfélag ehf., a
company incorporated in Iceland ("ALMC", together with Nitrogen and Landsbanki, the "Indirect Equity Holders"), ALMC hf., a
company incorporated in Iceland, Argon Management S.à r.l., a company incorporated in Luxembourg, the Managers party thereto,
Deutsche Bank

S-3
9 of 85
9/28/2012 3:46 PM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/884629/000119312512408837/...
Table of Contents
AG, London Branch, a branch of a company incorporated under the laws of the Federal Republic of Germany ("DB", together
with Landsbanki, the "Debt Holders" and the Debt Holders together with the Indirect Equity Holders and the Managers, the
"Indirect Interest Holders").
Pursuant to the Purchase Agreement, the Purchaser will acquire (i) the entire issued share capital of the Companies and
(ii) all the rights of the Vendor in certain indebtedness of the Companies (the "Intra Group Debt" and, together with the shares of
the Companies, the "Interests"), in exchange for the following consideration:

· a cash payment of 4.15 billion, payable at completion of the purchase of the Interests ("Completion"), as adjusted

based upon, among other things, the net working capital of the Companies at Completion;

· assumption of the obligation to pay at Completion up to 100 million of indebtedness of the Vendor; and

· the potential right to receive contingent consideration payable in the form of up to 5.5 million newly issued shares
of common stock, $0.0033 par value per share, of Watson (the "Restricted Common Stock") or, under certain

circumstances, in cash, based on the Companies' financial performance in 2012 as described in the Purchase
Agreement.
Warranties and Indemnities. Each of the parties has made customary warranties in the Purchase Agreement. The
warranties made by the Vendor and the Managers regarding the Companies generally survive until March 31, 2014. Watson will
have recourse against a 35 million warranty escrow for losses relating to breaches of these warranties, subject to certain
limitations. Watson has also obtained a warranty and indemnity insurance policy from Chartis Europe Limited to provide for
additional protection against breaches of these warranties (up to an aggregate value of 200 million), subject to customary
limitations.
Covenants. The Vendor and the Indirect Interest Holders have agreed to procure that the Companies and their respective
subsidiaries conduct their respective businesses in the ordinary course, consistent with past practice, cooperate with Watson in
Watson's efforts to obtain financing for the Acquisition and not take certain specified actions through Completion. Watson will
have recourse against a 75 million covenant escrow for losses relating to breaches of these covenants, subject to certain
limitations. This escrow will also be available to cover Watson's losses relating to certain other matters, including certain
uninsured warranty breaches and fraud-related claims. The Indirect Interest Holders are also responsible for reimbursing Watson
for certain payments made by the Companies and their subsidiaries to the Vendor or the Indirect Interest Holders between
January 1, 2012 and Completion.
Each of Watson, the Vendor, and the Indirect Interest Holders has agreed to other customary covenants, including to use
reasonable endeavors to cause the conditions to Completion to be satisfied. Certain of DB's covenants under the Purchase
Agreement are qualified by its ability to enforce its rights under its debt agreements with the Companies and their subsidiaries. In
the case of a "full enforcement" of DB's rights under those debt agreements, the Purchase Agreement will automatically terminate
and Watson will have the right to exclusively negotiate with DB for a specified period to enter into an alternative transaction.
Conditions. Each party's obligation to complete the sale of the Interests is subject to several conditions, including
(i) clearance from relevant competition authorities; (ii) the accuracy of the warranties made in the Purchase Agreement;
(iii) compliance with covenants made in the Purchase Agreement; (iv) the absence of a material adverse effect on the business of
the Companies and their respective subsidiaries, taken as a whole; (v) the completion of certain restructuring steps by the
Companies; (vi) not exceeding a 150 million cap on certain purchase price adjustments; and (vii) the absence of a material
adverse effect on Watson's business.

S-4
10 of 85
9/28/2012 3:46 PM