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Item 1.01
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Entry into a Material
Definitive Agreement
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Amended and Restated Asset Purchase Agreement
On March 31, 2019, Aceto Corporation, a New York corporation
(the “Company”), Rising Pharmaceuticals, Inc., a wholly owned subsidiary of the Company (“Rising”), the
wholly owned subsidiaries of Rising (collectively with Rising, the “Sellers”), and Shore Suven Pharma, Inc. (the “Buyer”)
entered into an Amended and Restated Asset Purchase Agreement (the “A&R Asset Purchase Agreement”) to the Asset
Purchase Agreement, dated as of March 7, 2019, between the Company, the Sellers and the Buyer (the “Asset Purchase Agreement”),
pursuant to which the Buyer agreed to acquire substantially all of the assets and assume certain liabilities of the Human Health
segment, excluding the Nutritional Business Sub Segment, of the Company’s business (the “Pharma Business”) for
gross cash proceeds of approximately $15 million plus the assumption of certain liabilities (as set forth in the Asset Purchase
Agreement), subject to approval of the United States Bankruptcy Court for the District of New Jersey (the “Bankruptcy Court”).
Pursuant to the terms of the A&R Asset Purchase Agreement,
the parties agreed to move to an earlier date the date by which the Buyer, in consultation with the Sellers, has the right to add
or delete any contracts or leases to be assigned to, and assumed by, the Buyer. With respect to the cap limiting the contracts
and leases that the Buyer may remove, the parties agreed to decrease such cap from not more than 20%, to not more than 13.25%,
of the aggregate Cure Costs (as defined in the A&R Asset Purchase Agreement) set forth in the cure notices filed with the Bankruptcy
Court. The parties agreed to add a limitation that any such contracts to be removed shall not be with a direct or indirect customer
of the Sellers. Additionally, the parties agreed to provide in the A&R Asset Purchase Agreement that they will use commercially
reasonable efforts to seek novation or substitution of the federal governmental contracts, to the extent required in order for
the Buyer to assume such contracts. Further, the parties agreed to amend the provision relating to the Buyer’s obligation
to be fully responsible to pay any higher cure costs determined by the Bankruptcy Court, to clarify that the Buyer has the right
to escrow certain amounts of the cure costs that are disputed in good faith by the Buyer, pending resolution or further order of
the Bankruptcy Court.
With respect to the A&R Asset Purchase Agreement, the parties
also agreed to amend the terms such that a break-up fee would no longer be payable by the Sellers if a Sale Order (as defined in
the A&R Asset Purchase Agreement) has not been entered by the Bankruptcy Court on or before May 13, 2019. The parties further
agreed to amend the provision relating to any transition services provided post-closing to clarify that if the Sellers provide
any such transition services to the Buyer, then the Buyer will pay the actual, reasonable and documented costs, fees and expenses
incurred by the Sellers in providing such transition services.
Pursuant to the Sale Procedures Order approved by the Bankruptcy
Court, bids for the Pharma Business were due on March 29, 2019. No such bids were received. Therefore, the Buyer’s “stalking
horse” bid for the Company’s Pharma Business is no longer subject to higher and better bids by third parties and the
Buyer was selected as the successful bidder of the Pharma Business on March 29, 2019. The sale hearing is currently scheduled to
be held by the Bankruptcy Court on April 8, 2019.
Amended and Restated Mutual Release of Claims
On March 31, 2019, the Company and certain of the Company’s
direct and indirect U.S. subsidiaries (collectively, including the Sellers, the “Debtors”) and certain parties that
were or are affiliated with the Buyer (the “Released Sellers”) entered into an Amended and Restated Mutual Release
of Claims (the “A&R Mutual Release”) to the Mutual Release of Claims, dated as of March 7, 2019, to reflect the
Debtors’ and the Released Sellers’ agreement to certain limitations on the treatment of the DPO Claims (as defined
therein).
The foregoing descriptions of the A&R Asset Purchase Agreement
and the A&R Mutual Release are not complete and are qualified in their entirety by reference to the A&R Asset Purchase
Agreement and the A&R Mutual Release which are attached as Exhibit 10.1 and 10.2, respectively, hereto and are incorporated
herein by reference.