Form 8-K

8-K — CUMBERLAND PHARMACEUTICALS INC

Accession: 0001104659-26-047335

Filed: 2026-04-23

Period: 2026-04-22

CIK: 0001087294

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2611622d1_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm2611622d1_ex2-1.htm)

EX-10.1 — EXHIBIT 10.1 (tm2611622d1_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2611622d1_ex99-1.htm)

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8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13

OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest

event reported): April 22, 2026

CUMBERLAND PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

Tennessee

001-33637

62-1765329

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1600 West End Avenue, Suite 1300 Nashville,

Tennessee 37203

(Address of Principal Executive Offices) (Zip Code)

(615) 255-0068

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.

below):

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

CPIX

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On April 22, 2026, Cumberland

Pharmaceuticals Inc. (the “Company” or “Cumberland”) entered into a strategic transaction (the

“Transaction”) to integrate its commercial products with the U.S. branded business of an affiliate of Apotex

Inc., a corporation incorporated under the laws of the Province of Ontario (“Apotex”), in exchange for

$100,000,000 payable at the closing of the Transaction. Through the Transaction Apotex will create a U.S. branded pharmaceutical

platform to build upon, by delivering specialty medicines that improve the quality of patient care. The Transaction will be effected

through an Asset Purchase Agreement (the “Agreement”) whereby Apotex will acquire specified assets relating to

the Company’s FDA-approved products, which consist of Acetadote®, Caldolor®,

Kristalose®, Sancuso®, Vaprisol®, Vibativ®, as well as the

Company’s certain product related equity interests (collectively, the “Assets”). Cumberland will

retain the assets associated with Cumberland Emerging Technologies, Inc. and the Company’s ifetroban product candidates

(the “Retained Programs”), which the Company intends to continue to develop following the closing of the

Transaction.

The Transaction has been unanimously approved by

the Company’s board of directors (the “Board”). The affirmative vote of the holders of a majority of all outstanding

shares of the Company’s stock entitled to vote on the proposal, in person or by proxy, is required to approve the Transaction (the

“Shareholder Approval”). The Board has recommended that the Company’s shareholders vote in favor of the Transaction.

In addition to the receipt of Shareholder Approval,

the obligation of the Company, on the one hand, and Apotex, on the other hand, to consummate the Transaction is conditioned upon certain

other customary closing conditions, including the accuracy of the other party’s representations and warranties as of closing, subject,

in certain instances, to certain materiality and other thresholds, the performance by the other party of its obligations and covenants

under the Agreement, the absence of any law or action before a governmental authority prohibiting the Transaction from being consummated,

the absence of a material adverse effect with respect to the Company, the receipt of certain consents and delivery of certain documentation by the other party,

in each case, as set forth in the Agreement.

The Agreement also contains representations, warranties,

covenants, indemnification and termination rights of the applicable parties customary for transactions similar to those contemplated by

the Agreement. Such representations and warranties are made solely for purposes of the Agreement and, in some cases, may be subject to

qualifications and limitations agreed to by the parties in connection with the negotiated terms of the Agreement and may have been qualified

by disclosures that were made in connection with the parties’ entry into the Agreement.

The Agreement also includes certain customary restrictive

covenants, including a mutual employee non-solicitation / non-hire provision applicable for 18 months following the closing of the Transaction

and non-competition and non-interference provisions applicable to Cumberland for 4 years following the closing of the Transaction. Additionally,

Apotex agreed that, in the event, that prior to the two-year anniversary of the closing of the Transaction, Apotex, or its affiliates

is awarded a contract by the United States Department of Health and Human Services (or any division thereof) for the supply of Vibativ

for certain specified uses, then Apotex must provide a milestone payment to the Company, subject to the terms and conditions set forth

in the Agreement, including the achievement of certain net sales associated with such contract.

The Agreement contains customary indemnification

provisions pursuant to which the Company has agreed to indemnify Apotex and its affiliates against losses arising from, among other things,

the Company’s ownership and operation of the Assets, breaches of representations, warranties, and post-closing covenants, excluded

liabilities and fraud. Likewise, Apotex has agreed to indemnify the Company and its affiliates against losses arising from breaches of

representations, warranties, and post-closing covenants, assumed liabilities and fraud.

The Agreement requires that the Company, from signing

until the earlier of the termination of the Agreement or closing of the Transaction, not initiate contact with or solicit any inquiry

or proposal or engage in any discussions with third parties in connection with possible proposals regarding a sale or licensing of the

Assets and certain other strategic transactions involving the Company, subject to a customary “fiduciary out” provision that

allows the Company to participate in discussions and engage in negotiations with third parties under certain specified circumstances.

The Company has agreed to promptly provide notice to Apotex of any solicitation or offer made by any third party in connection with such

alternative transaction.

The Agreement may be terminated by either

party if the transaction is not completed by August 20, 2026 or otherwise under certain specified conditions. If the Agreement is

validly terminated and, following the receipt of an Acquisition Proposal (as defined in the Agreement), the Company consummates an

Acquisition Transaction (as defined in the Agreement), or the Company enters into a definitive agreement with respect to an

Acquisition Transaction (which transaction is subsequently consummated), then the Company must pay a termination fee of $4,000,000

(the “Cumberland Termination Fee”) to Apotex. The Company must also pay the Cumberland Termination Fee to Apotex if the

Agreement is terminated due to a breach of the Agreement by the Company, the Company fails to obtain Shareholder Approval, or the

Board has effected a Board Recommendation Change (as defined in the Agreement). If Apotex fails to consummate the closing of the

Transaction and the Company stood ready, willing, and able to consummate the closing, then Apotex must pay a reverse termination fee

of $4,000,000 to the Company.

The foregoing description of the Agreement does

not purport to be complete and is qualified in its entirety by reference to the full text of such agreement filed herewith as Exhibit 2.1 and

incorporated herein by reference.

Fairness Opinion

In connection with the Transaction, the Company’s

financial advisor, VelocityHealth Securities, Inc., delivered to the Board its opinion, dated April 15, 2026, that, as

of the date thereof, the consideration to be received by the Company from Apotex in the Transaction pursuant to the Agreement is fair

and reasonable to the Company, from a financial point of view.

Item 7.01 Regulation FD Disclosure.

On April 23, 2026, the Company issued

a press release announcing the execution of the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this

Current Report on Form 8-K. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18

of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise be subject to the liabilities of that section,

nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Item 8.01 Other Events.

Voting and Support Agreements

Simultaneously with the execution of the

Agreement, Apotex and the Company entered into voting and support agreements (each, a “Voting and Support

Agreement”) with certain of the Company’s directors and executive officers who, collectively, hold approximately

41% of the total outstanding shares of common stock of the Company.

Pursuant to the Voting and Support Agreements,

each shareholder signatory thereto has agreed, with respect to all of the shares of the Company’s common stock that such shareholder

beneficially owns as of the date thereof or thereafter (the “Covered Stock”), to, among other things, (a) vote

in favor of the Transaction; and (b) not transfer any such Covered Stock during the term of such Voting and Support Agreement. The

Voting and Support Agreements will terminate upon the earlier of the termination of the Agreement in accordance with its terms or the

consummation of the closing of the Transaction.

The foregoing description of the Voting and Support

Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Voting and Support

Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K and the attached

exhibits contain “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements

include statements concerning the Company’s outlook for the future, as well as other statements of beliefs, future plans and strategies

or anticipated events, and similar expressions concerning matters that are not historical facts. These statements can be identified by

the use of forward-looking terminology such as “predicts,” “believes,” “potential,” “continues,”

“estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,”

“could,” “might,” “will,” “should,” “positive,” “projects,” “targets,”

“optimistic,” aims,” or the negative thereof or other variations thereon or other comparable terminology. The forward-looking

statements included in this Current Report on Form 8-K or the attached exhibits are based on management’s current expectations

and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult

to predict and could cause actual results to differ materially from those expressed in, or implied by, the forward-looking statements.

These risks and uncertainties include, but are not limited to, the following: the Company’s shareholders failing to approve the

Transaction; the failure of one or more conditions to the closing of the Transaction to be satisfied or waived by the applicable party;

an increase in the anticipated amount of costs, fees, expenses and other charges related to the Agreement or Transaction, including the

expenses of any claims or litigation seeking to challenge the transaction or disclosures in connection therewith or recover any damages

alleged to arise therefrom; the occurrence of any event, change or other circumstances that could give rise to the termination of the

Agreement; risks arising from the diversion of management’s attention from the Company’s ongoing business operations; risks

associated with the Company’s ability to identify and realize business opportunities following the Transaction; fluctuations in

demand for the Company’s products; risks of losing key personnel, customers, distributors, or suppliers; protection of the Company’s

intellectual property; government policies and regulations, including, but not limited to those affecting the Company’s industry;

and the matters discussed under “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal

year ended December 31, 2025, as amended and updated from time to time in the Company’s subsequent filings with the U.S. Securities

and Exchange Commission (“SEC”). Readers are cautioned not to place undue reliance on forward-looking statements. Any

forward-looking statement speaks only as of the date that it was made and the Company undertakes no obligation to update any forward-looking

statement, whether as a result of new information or otherwise.

Additional Information and Where to Find It

This Current Report on Form 8-K may be deemed

to be a solicitation of proxies from the Company’s shareholders in connection with the proposed transaction. In connection with

the proposed transaction, the Company intends to file a proxy statement and relevant documents with respect to the special meeting to

be held in connection with the proposed transaction with the SEC. The definitive proxy statement will be mailed to the Company’s

shareholders in advance of the special meeting. Investors and security holders of the Company are urged to read the proxy statement and

any other relevant documents filed with the SEC when they become available because they will contain important information about the Company,

Apotex and the proposed transaction. The proxy statement, when it becomes available, and any other documents filed by the Company with

the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain

free copies of the documents filed with the SEC by the Company by sending a written request to Cumberland, 1600 West End Avenue, Suite 1300

Nashville, Tennessee 37203, Attention: Corporate Secretary.

Participants in the Solicitation

The Company and its directors and executive officers

may, under SEC rules, be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection

with the proposed transaction. Information about the directors and executive officers, including their interests in the transaction, will

be included in the Company’s proxy statement relating to the transaction when it becomes available.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

2.1*

Asset

Purchase Agreement, dated as of April 22, 2026, by and among Cumberland Pharmaceuticals Inc., Nuvo Pharmaceuticals

(Ireland) DAC, and Apotex Inc.

10.1

Form of Voting and Support Agreement

99.1

Press Release, dated as of April 23, 2026, announcing the Transaction

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

*Schedules

and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish

supplemental copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange

Commission.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Cumberland Pharmaceuticals Inc.

Dated: April 23, 2026

By:

/s/ A. J. Kazimi

A. J. Kazimi

Chief Executive Officer

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2611622d1_ex2-1.htm · Sequence: 2

Exhibit 2.1

Execution Version

ASSET PURCHASE AGREEMENT

by and among

CUMBERLAND PHARMACEUTICALS INC.,

NUVO PHARMACEUTICALS (IRELAND) DAC,

and

APOTEX INC.

Dated as of April 22, 2026

Table of Contents

ASSET PURCHASE AGREEMENT

ARTICLE I DEFINITIONS

Section 1.1

Definitions

Section 1.2

Interpretation

Section 1.3

Currency

ARTICLE II SALE AND PURCHASE OF ACQUIRED

ASSETS

Section 2.1

Sale and Purchase of Acquired Assets

Section 2.2

Excluded Assets

Section 2.3

Assumed Liabilities

Section 2.4

Excluded Liabilities

Section 2.5

Designation of Affiliates; Performance Obligations by Affiliates

Section 2.6

Treatment of Contracts that Require Third Party Consents to Transfers

ARTICLE III PURCHASE PRICE

Section 3.1

Purchase Price

Section 3.2

Manner and Place of Payment

Section 3.3

Allocation of Purchase Price

Section 3.4

Consistent Treatment

Section 3.5

Withholding

ARTICLE IV THE CLOSING

Section 4.1

Closing Date

Section 4.2

Closing Activities

Section 4.3

Further Assurances

ARTICLE V REPRESENTATIONS AND WARRANTIES

OF CUMBERLAND

Section 5.1

Organization; Good Standing

Section 5.2

Board Approval

Section 5.3

Authority; Execution and Delivery

Section 5.4

No Violation; Consents

Section 5.5

Title to Acquired Assets

Section 5.6

Litigation

Section 5.7

Regulatory Matters; Compliance with Law

Section 5.8

Contracts

Section 5.9

Intellectual Property

Section 5.10

Inventory

Section 5.11

Ordinary Course of Business

Section 5.12

No Brokers

Section 5.13

Customers and Suppliers

Section 5.14

Transactions with Affiliates

Section 5.15

Sales Information; No Undisclosed Liabilities

Section 5.16

Taxes

Section 5.17

Labor and Employment

Section 5.18

Employee Benefit Plan.

Section 5.19

Solvency

Section 5.20

Investigation

Section 5.21

No Other Representations

ARTICLE VI REPRESENTATIONS AND WARRANTIES

OF APOTEX

Section 6.1

Apotex’s Organization; Good Standing

Section 6.2

Authority; Execution and Delivery

Section 6.3

No Violations; Consents

Section 6.4

Litigation

Section 6.5

No Brokers

Section 6.6

Consents

Section 6.7

Financial Capacity

Section 6.8

Solvency

Section 6.9

Investigation

Section 6.10

No Other Representations

ARTICLE VII CERTAIN COVENANTS AND AGREEMENTS

Section 7.1

Regulatory Commitments

Section 7.2

Intellectual Property Commitments

Section 7.3

Bulk Transfer Laws

Section 7.4

Marketing of Acquired Assets

Section 7.5

Conduct of Business Prior to the Closing

Section 7.6

Cooperation and Commercially Reasonable Efforts

Section 7.7

Employee Covenants

Section 7.8

Government Price Reporting

Section 7.9

Regulatory Matters

Section 7.10

Exclusivity

Section 7.11

Proxy Statement and Other Required SEC Filings

Section 7.12

Stockholder Meeting

Section 7.13

Wrong Pockets

Section 7.14

Payments from Third Parties

Section 7.15

Notice of Certain Events

Section 7.16

Tax Matters

Section 7.17

Restrictive Covenants

Section 7.18

Access and Reports

Section 7.19

Vibativ Award Milestone

Section 7.20

Delivery of Certain Work Product

Section 7.21

Lien Releases

ARTICLE VIII CONDITIONS TO CLOSING

Section 8.1

Conditions to Obligations of Apotex

Section 8.2

Conditions to Obligations of Cumberland

ARTICLE IX INDEMNIFICATION

Section 9.1

Survival

Section 9.2

Indemnification by Cumberland

Section 9.3

Indemnification by Apotex

Section 9.4

Limitations

Section 9.5

Procedure

Section 9.6

Tax Treatment of Indemnification Payments

Section 9.7

Mitigation

ARTICLE X TERMINATION

Section 10.1

Termination

Section 10.2

Effect of Termination

Section 10.3

Event of Termination

iii

ARTICLE XI GENERAL PROVISIONS

Section 11.1

No Punitive Damages

Section 11.2

Expenses

Section 11.3

Confidential Information

Section 11.4

Amendments and Waivers

Section 11.5

Notices

Section 11.6

Headings

Section 11.7

Severability

Section 11.8

Counterparts

Section 11.9

Entire Agreement

Section 11.10

Third Party Beneficiaries

Section 11.11

GOVERNING LAW; CHOICE OF LAW

Section 11.12

Disclosure Schedules

Section 11.13

Dispute Resolution; WAIVER OF JURY TRIAL

Section 11.14

Specific Performance

Section 11.15

Waiver

Section 11.16

Assignment

Section 11.17

Advice of Counsel

Section 11.18

Press Release

Section 11.19

No Recourse

Section 11.20

Guarantee

Exhibits

Exhibit A

–

Bill of Sale and Assignment and Assumption Agreement

Exhibit B

–

IP Assignment Agreement

Exhibit C

–

Form of Stockholder Support Agreement

Exhibit D

–

Transition Services Agreement

Disclosure Schedules

Section 5.4

–

No Violation; Consents

Section 5.5(b)

–

Title to Acquired Assets

Section 5.7(b)

–

Regulatory Matters, Compliance with Law

Section 5.8(a)

–

Material Contracts

Section 5.9(a)

–

Business IP

Section 5.9(c)

–

IP Claims and Disputes

Section 5.11

–

Ordinary Course of Business Exceptions

Section 5.13(a)

–

Material Customer

Section 5.13(b)

–

Material Suppliers

Section 5.14

–

Transactions with Affiliates

Section 5.15(b)

–

No Undisclosed Liabilities

Section 5.17(a)

–

Transferred Business Employees

Section 5.17(c)

–

Employment Loss

Section 5.18(a)

–

Employee Benefit Plans

Section 7.5

–

Conduct of Business Prior to the Closing

Section 7.5(t)

–

RedHill Biopharma / Talicia Holdings Arrangements

Section 7.7(a)

–

Designated Employees

Section 7.19

–

Vibativ Award Milestone

Section 8.1(f)

–

Conditions to Obligations of Apotex – Material Contracts

Section 8.2(d)

–

Governmental Approvals

Annexes

Annex 2.1

–

Acquired Assets

Annex

2.1(A)

–

Description of Products

Annex

2.1(B)

–

Inventory

Annex

2.1(C)

–

Additional Intellectual Property

Annex 2.2

–

Assumed Liabilities

Annex 2.3

–

Excluded Liabilities

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE

AGREEMENT (this “Agreement”) is effective as of the 22nd day of April, 2026 (the “Effective

Date”), by and among Nuvo Pharmaceuticals (Ireland) DAC, an Ireland designated activity company

(“Apotex”), solely for the purpose of ‎Section 11.20 (and any provision of Article ‎I

or Article ‎XI to give effect thereto), Apotex Inc., a corporation incorporated under the laws of the Province of

Ontario (“Buyer Guarantor”), and Cumberland Pharmaceuticals Inc., a corporation organized under the laws of

Tennessee, and having a principal place of business at 1600 West End Ave., Suite 1300, Nashville, TN 37203-7003 USA

(“Cumberland”). Apotex and Cumberland are referred to hereinafter individually as

a “Party” and together as the “Parties.” Capitalized terms used herein shall be as

defined in this Agreement.

RECITALS

WHEREAS, Apotex wishes to

acquire (or cause certain of its Affiliates to acquire) and Cumberland wishes to sell, certain assets (including the Transferred Equity

Interests) of Cumberland and its Affiliates related to certain pharmaceutical products, and Apotex is willing to assume certain liabilities

related thereto, in each case, upon the terms and subject to the conditions set forth herein;

WHEREAS, the board of directors

of Cumberland (the “Board”) has unanimously (i) approved and declared advisable and in the best interests of

Cumberland and its Stockholders the entry into this Agreement and the consummation of the transactions contemplated hereby, upon the

terms and subject to the conditions set forth in this Agreement and in accordance with the TBCA, and (ii) recommended that the Stockholders

vote for the adoption of a resolution approving of the sale of substantially all of Cumberland’s assets pursuant to, and on the

terms and conditions set forth in, this Agreement; and

WHEREAS, on the date hereof,

in order to induce Apotex to enter into this Agreement, simultaneously with the execution of this Agreement, Cumberland has delivered

to Apotex fully executed Voting and Support Agreements in the form attached hereto as Exhibit C (each, a “Stockholder

Support Agreement”) from certain of the Stockholders.

NOW, THEREFORE, in consideration

of the foregoing recitals, mutual agreements, representations and warranties, covenants and closing conditions contained herein, and

for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1             Definitions.

As used in this Agreement, the following terms shall have the meanings ascribed to them below:

(a)            “AAA”

shall have the meaning set forth in ‎Section 11.13(a).

(b)            “Acceptable

Confidentiality Agreement” means an executed confidentiality agreement that is either (i) in effect as of the execution

and delivery of this Agreement, as amended (if applicable) after the date hereof, or (ii) executed and delivered after the date

hereof, in each case, with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement’s

terms are (it being understood that such confidentiality agreement need not prohibit the making or amending of an Acquisition Proposal

by such Person or contain any “standstill” provisions) and that does not contain provisions (a) that prohibit Cumberland

(or any other Person) from providing information to Apotex or its Representatives as required pursuant to ‎Section 7.10

or (b) that otherwise prohibits Cumberland from complying with this Agreement, including ‎Section 7.10.

Firm” shall have the meaning assigned in ‎Section 3.3 of this Agreement.

(d)            “Acquired

Assets” shall mean the assets and other rights identified or described on Annex 2.1, Annex 2.1(A) and Annex

2.1(B) attached hereto.

(e)            “Acquisition

Proposal” means any offer or proposal (other than an offer or proposal by Apotex) to engage in an Acquisition Transaction.

(f)            “Acquisition

Transaction” shall have the meaning assigned in Section ‎7.10 of this Agreement.

(g)            “Action”

shall have the meaning set forth in ‎Section 5.6.

(h)            “Affiliate”

means, with respect to any Person (as defined herein), any other Person that directly or indirectly Controls, is Controlled by or is

under common Control with such first Person. A Person will be deemed to “Control” another Person if such first Person

has (i) direct or indirect ownership of more than fifty percent (50%) of the equity (or such lesser percentage which is the maximum

allowed to be owned by a foreign corporation in a particular jurisdiction) having the power to vote on or direct the affairs of such

other Person, or (ii) the power, directly or indirectly, to direct or cause the direction of the policies and management of the

other Person, whether by the ownership of stock, by contract, or otherwise. Notwithstanding the foregoing, for the purposes of this Agreement,

the term “Affiliate” when used with respect to Apotex shall not include, and no provision of this Agreement shall be applicable

to, (x) SK Capital Partners, LP or any of its direct or indirect subsidiaries (collectively, “SK Capital Partners”),

(y) investment funds or managed accounts advised by SK Capital Partners or (z) portfolio companies owned by such investment

funds or managed accounts (other than Apotex Inc. and its controlled Affiliates).

(i)             “Agreement”

shall have the meaning assigned in the preamble of this Agreement.

(j)             “Allocation”

shall have the meaning assigned in ‎Section 3.3 of this Agreement.

(k)            “Ancillary

IP Rights” means, with respect to any Intellectual Property, (i) any and all claims and causes of action with respect

thereto, whether accruing before, on or after Closing, and the right to seek and recover damages for the past, present or future infringement,

misappropriation, dilution, or other violation thereof, (ii) all rights to proceeds, income, revenues and royalties with respect

thereto, whether accruing before, on or after Closing, (iii) the goodwill of the Business appurtenant thereto, and (iv) all

tangible embodiments thereof.

Page 2 of 71

(l)             “Anti-Corruption

Laws” means all Laws relating to the prevention of corruption, money laundering, and bribery, including the U.S. Foreign Corrupt

Practices Act of 1977, as amended.

(m)            “Apotex”

shall have the meaning assigned in the preamble of this Agreement.

(n)            “Apotex

Fundamental Representations” means the representations and warranties made in Section ‎6.1 (Apotex’s

Organization; Good Standing), Section ‎6.2 (Authority; Execution and Delivery) and Section ‎6.5

(No Brokers).

(o)            “Applicable

Rate” means a rate per annum equal to the rate of interest published by the Wall Street Journal as the “prime rate”

at large U.S. money center banks on such date.

(p)            “Arbitrable

Dispute” shall have the meaning set forth in Section ‎11.13(a).

(q)            “Arbitrator”

shall have the meaning set forth in ‎Section 11.13(c).

(r)             “Assumed

Liability(ies)” shall mean the liabilities and obligations set forth or described on Annex 2.2.

(s)            “Benefit

Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA (whether or not subject to

ERISA), any employment, severance, retention, change of control, bonus, incentive, equity or equity-based compensation, deferred compensation,

pension, profit sharing, retirement, health, welfare, fringe benefit, disability, life insurance, vacation, paid time off or other employee

benefit plan, program, policy, agreement, contract or arrangement.

(t)             “Bill

of Sale and Assignment and Assumption Agreement” means the Bill of Sale and Assignment and Assumption Agreement, in the form

attached hereto as Exhibit A.

(u)            “Board”

shall have the meaning set forth in the recitals of this Agreement.

(v)            “Board

Recommendation” has the meaning set forth in ‎Section 5.2 hereto.

(w)           “Business”

means the business of researching, developing, obtaining and maintaining regulatory approval for, manufacturing, selling, licensing,

marketing, promoting, commercializing, distributing, exporting, importing or offering the Products.

(x)            “Business

Day” means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized or required by Law

to be closed in the cities of New York, New York (United States), Dublin (Ireland) or Toronto, Ontario (Canada).

(y)            “Business

Employee” shall have the meaning set forth in Section ‎5.17(a).

(z)             “Buyer

Guarantor” has the meaning set forth in the preamble.

(aa)          “Closing”

shall have the meaning set forth in ‎Section 4.1.

(bb)         “Closing

Date” shall have the meaning set forth in ‎Section 4.1.

Page 3 of 71

(cc)          “CMS”

shall have the meaning set forth in Section 7.8.

(dd)         “Code”

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

(ee)          “Company

Stock” means common stock, no par value, and preferred stock, no par value, of Cumberland.

(ff)           “Confidential

Information” shall have the meaning set forth in ‎Section 11.3(a).

(gg)         “Confidentiality

Agreement” means that certain Mutual Confidentiality Agreement, entered into as of September 12, 2025, by and between

Buyer Guarantor and Cumberland.

(hh)         “Contract”

means any legally binding contract, agreement, instrument, license, lease or understanding of any kind to which a Person is a party or

by which a Person or its assets is bound, whether oral or written, together with amendments, supplements and other modifications thereto.

(ii)            “Control”

shall have the meaning set forth in Section 1.1.

(jj)            “Controlling

Party” shall have the meaning set forth in Section ‎9.5‎(b).

(kk)          “Conveyance

Taxes” means all sales, use, value added, transfer, stamp, stock transfer, documentary, registration (including motor vehicle

registration), recording and similar transfer Taxes (including any penalties and interest added thereto) imposed by a Governmental Authority

in connection with the Transactions; provided that Conveyance Taxes shall exclude any Taxes imposed in whole or in part on net income

or gains.

(ll)            “Cumberland”

shall have the meaning set forth in the preamble of this Agreement.

(mm)        “Cumberland

Fundamental Representations” means the representations and warranties of Cumberland set forth in ‎Section 5.1

(Organization; Good Standing), ‎Section 5.2 (Board Approval), ‎Section 5.3 (Authority;

Execution and Delivery), ‎Section 5.4 (other than with respect to clause (b) thereof) (No Violation;

Consents), ‎Section 5.5(a) (Title to Acquired Assets), ‎Section 5.12 (No Brokers),

and ‎Section 5.14 (Transactions with Affiliates).

(nn)         “Cumberland

Sufficiency Representations” means the representations and warranties of Cumberland set forth in ‎Section 5.5(b) and

‎Section 5.9.

(oo)         “Cumberland’s

Knowledge” means the actual knowledge, after reasonable inquiry, of A. J. Kazimi and Adam Mostafa.

(pp)         “Cumberland

SEC Documents” means each publicly available report, schedule, form, statement, prospectus, registration or other document

filed with or furnished to the SEC by Cumberland during the period beginning on January 1, 2025 and ending as of the date hereof.

Page 4 of 71

(qq)         “Cumberland

Systems” means computer systems, including software, computer hardware (whether general or special purpose), electronic data

processing, record keeping, communications, telecommunications, networks, interfaces, platforms, servers, and computer systems, including

any outsourced systems and processes that are related to the Business and used, owned, leased, licensed to, or relied on by Cumberland

or any of its Affiliates.

(rr)           “Cumberland

Work Product” has the meaning set forth on Annex 2.1.

(ss)          “Data

Protection Law” means all applicable Laws relating to (i) the collection, use, storage, disclosure and other processing

(“Processing”) of Personal Data by the Business in the ordinary course of its operations, (ii) data privacy or

data protection, (iii) cybersecurity to the extent relating to Personal Data, or (iv) the privacy of electronic communications,

in each case to the extent applicable to the Business or Cumberland or any of its Affiliates in connection with the operation of the

Business.

(tt)           “Data

Privacy Requirements” means, collectively, to the extent applicable to the Business (or Cumberland and its Affiliates in connection

with the operation of the Business) and with respect to Personal Data or other confidential information of the Business, the following:

(i) Cumberland’s and its Affiliates’ data privacy, information security, and cybersecurity policies and procedures;

(ii) all applicable Data Protection Laws; and (iii) binding contractual obligations relating to data privacy or information

security to which Cumberland or any Affiliate is a party.

(uu)         “Data

Room” means the electronic data room entitled “Cumberland Pharmaceuticals, Inc. – Business Matters,”

hosted by Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.

(vv)         “De

Minimis Threshold” has the meaning set forth in Section 9.4(e).

(ww)        “Deductible”

has the meaning set forth in Section 9.4(e).

(xx)          “Designated

Employee” shall have the meaning set forth in Section 7.7(a).

(yy)         “Disclosure

Schedule” means the disclosure schedules delivered to Apotex by Cumberland simultaneously with the execution and delivery of

this Agreement.

(zz)          “Effective

Date” shall have the meaning set forth in the preamble of this Agreement.

(aaa)       “Encumbrance”

means any mortgage, charge, lien (statutory or otherwise), license, claim, option, right of first refusal, first offer or first negotiation,

title defect, priority, security interest, option, warrant, right, contract, commitment, demand, proxy, voting agreement, restriction

on transfer, easement, right of way, pledge or encumbrance of any kind or character whatsoever.

(bbb)       “Enforceability

Exceptions” means any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar

laws affecting creditors’ rights generally from time to time in effect and to general principles of equity.

Page 5 of 71

(ccc)       “Exchange

Act” shall mean the Securities Exchange Act of 1934.

(ddd)      “Ex-Im

Laws” mean all Laws relating to export, reexport, transfer, and import controls, including the Export Administration Regulations,

the customs and import Laws administered by U.S. Customs and Border Protection.

(eee)       “Excluded

Assets” has the meaning set forth in Section 2.2.

(fff)         “Excluded

Liabilities” means the liabilities and obligations set forth or described on Annex 2.3.

(ggg)      “Excluded

Taxes” means (i) all Taxes of Cumberland and its Affiliates for any taxable period, including any Taxes imposed on Apotex

or its Affiliates as a transferee or successor, by operation of law (including bulk transfer, bulk sales or similar laws) or otherwise,

(ii) all Taxes arising out of, relating to, or in respect of, the Acquired Assets for all Pre-Closing Tax Periods, and (iii) all

Taxes for which Talicia Holdings or any of its Subsidiaries is liable (including pursuant to Treasury Regulation Section 1.1502-6

or any similar provision of state, local, or non-U.S. Law) as a result of being a member of an affiliated group with Cumberland or its

Affiliates.

(hhh)      “Final

Determination” shall have the meaning set forth in ‎Section 11.13(d).

(iii)          “Fraud”

means, with respect to a Party, the fraud of such Person in making of a representation or warranty in Article ‎V or Article ‎VI

of this Agreement or in any other Transaction Document with (a) actual knowledge that such representation is false or that the Person

making such representation believes it to be false and (b) the intention to induce the other Person to whom such representation

is made to enter into this Agreement or the Transactions or otherwise act or refrain from acting in reliance upon it. For the avoidance

of doubt, “Fraud” does not include, and no claim may be made by any Person in relation to this Agreement or the Transactions

for, constructive fraud, negligent or reckless misrepresentation, or equitable fraud.

(jjj)          “General

Cap” has the meaning set forth in Section 9.4(a).

(kkk)       “Governmental

Authority(ies)” means any federal, national, state, provincial or local governmental authority, public or private arbitrator

or arbitral body or agency, including any which regulates the research, development, regulatory approvals, manufacture, sale, licensure,

marketing, promotion, commercialization, distribution, exportation, importation or offering of pharmaceutical products.

(lll)          “Guaranteed

Obligations” has the meaning set forth in Section ‎11.20.

(mmm)    “INDs”

means any investigational new drug applications (whether active, inactive, or withdrawn) associated with the Products.

(nnn)      “Indemnified

Party” shall have the meaning set forth in ‎Section 9.5(a).

(ooo)      “Indemnifying

Party” shall have the meaning set forth in ‎Section 9.5(a).

Page 6 of 71

(ppp)       “Intellectual

Property” means all of the following and all rights therein and thereto: (i) inventions (whether or not patentable), all

rights to inventions, patents, patent applications, petty patents, and issued patents, in each case, together with all reissues, reexaminations,

divisionals, continuations, continuations-in-part, revalidations, substitutions, renewals, revalidations, supplementary protection certificates,

and extensions of any of the foregoing, and patents or patent applications whether domestic or foreign claiming priority to any of the

foregoing and any patent applications or patents that claim priority to a patent application or patent arising from any of the foregoing,

including the right to claim priority to any of the foregoing (this clause (i), the “Patents”); (ii) designs,

design applications and design registrations, trademarks, trade mark applications, trade mark registrations, trade names, trade dresses,

service marks, logos, product names, brand names, slogans and other designations of origin (whether registered or unregistered), and

any trademark applications and registrations claiming priority thereto and any trademark registrations granted therefrom, including all

goodwill associated with the use of and symbolized by any of the foregoing and the goodwill of the Business (this clause (ii),

the “Trademarks”); (iii) copyright, copyright applications and copyright registrations, and works of authorship

(whether or not copyrightable), including the entire copyright and all other rights in the nature of copyright in any Trademarks; (iv) Internet

domain names and social media accounts and handles; (v) Know-How; and (vi) registrations, applications for registrations and

renewals in connection with any of the foregoing clauses (i)-(vi).

(qqq)       “Inventory”

means all inventory owned by Cumberland or any of its Affiliates and used (or held for use) in the Business, including the Products and

active pharmaceutical ingredients, spare parts, raw materials, containers, packaging and packaging supplies and work-in-process.

(rrr)         “IP

Assignment Agreement” means the IP Assignment Agreement, in the form attached hereto as Exhibit B.

(sss)       “IP

Rights” means all Intellectual Property and Ancillary IP Rights included in the Acquired Assets.

(ttt)         “Know-How”

means all technology, trade secrets, technical, scientific and other data, manufacturing information, pre-clinical and clinical data

and sales data.

(uuu)       “Law”

means any laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees of applicable Governmental Authorities.

(vvv)       “Liability”

means any liability or obligation (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether

accrued or unaccrued, whether liquidated, unliquidated or otherwise, and whether due or to become due, and regardless of when or by whom

asserted).

(www)     “Loss”

or “Losses” means any actual losses, damages, Liabilities, costs, or expenses.

Page 7 of 71

(xxx)        “Material

Adverse Effect” means a material and adverse effect, change, occurrence, development or circumstance (i) upon the Business

or the Acquired Assets or (ii) upon the ability of Cumberland to execute or deliver this Agreement, to perform any of its obligations

under this Agreement or to consummate any of the Transactions; provided, however, that any effect, change, occurrence, development or

circumstance arising or resulting from: (A) conditions generally affecting the general national, international or regional economy

or generally affecting the industry or industries generally in which Cumberland operates; (B) national or international political

or social conditions, including terrorism or the engagement by the United States in hostilities or acts of war; (C) any natural

disaster or extreme weather conditions; (D) any epidemic, pandemic or disease outbreak; (E) any changes in applicable Law or

U.S. GAAP, or accounting principles, practices or policies, in each case after the date hereof, that Cumberland is required to adopt,

or the enforcement or interpretation thereof; (F) the announcement of the Transactions contemplated by this Agreement or any other

Transaction Document; (G) actions taken or omitted following the date hereof at the written request or with the written consent

of Apotex or (H) any failure to meet internal or published projections, estimates or forecasts of revenues, earnings, or other measures

of financial or operating performance for any period (provided, that the underlying causes of such failures (subject to the other provisions

of this definition) shall not be excluded), shall not be taken into account in determining whether a “Material Adverse Effect”

has occurred, or would reasonably be expected to occur, with respect to Cumberland, except, in the case of clauses (A), (B),

(C), (D) and (E), to the extent such matters had, or would reasonably be expected to have, a disproportionate

adverse impact on Cumberland or the Business relative to other participants in the industries in which Cumberland or the Business operates.

(yyy)       “Material

Contracts” shall have the meaning set forth in ‎Section 5.8(a).

(zzz)         “Material

Customers” shall have the meaning set forth in Section 5.13(a).

(aaaa)      “Material

Suppliers” shall have the meaning set forth in Section 5.13(b).

(bbbb)    “NDC”

shall have the meaning set forth in Section 7.1(c).

(cccc)      “Non-Controlling

Party” shall have the meaning set forth in Section 9.5(b).

(dddd)    “Notice

of Arbitration” shall have the meaning set forth in ‎Section 11.13.

(eeee)      “Offer

Employee” shall have the meaning set forth in Section 7.7(a).

(ffff)        “Order”

means any order, writ, judgment, award, injunction or decree of any Governmental Authority.

(gggg)    “Outside

Date” shall have the meaning set forth in ‎Section 10.1(c).

(hhhh)    “Party/Parties”

shall have the meaning set forth in the preamble of this Agreement.

(iiii)          “Permitted

Encumbrances” means (i) Encumbrances for Taxes not yet due and payable or that Cumberland is contesting in good faith

by appropriate proceedings diligently conducted and for which appropriate reserves have been established on Cumberland’s financial

statements in accordance with GAAP; (ii) statutory landlord’s, mechanic’s, carrier’s, workmen’s, repairmen’s

or other similar liens arising or incurred in the ordinary course of business for amounts which are not due and payable as of the date

hereof or that Cumberland is contesting in good faith by appropriate proceedings and, in each case, as to which adequate reserves have

been established on Cumberland’s financial statements in accordance with GAAP; and (iii) non-exclusive licenses of IP Rights

granted by Cumberland to customers in the ordinary course of business.

Page 8 of 71

(jjjj)         “Person”

means any individual, corporation, partnership, limited liability company, joint venture, trust, business association, organization,

Governmental Authority or other entity.

(kkkk)     “Personal

Data” means any data or information that identifies, relates to, describes, is reasonably capable of being associated with,

or could reasonably be linked with, directly or indirectly, alone or in combination with other information, an identified or identifiable

natural person, device or household, and any other information that is defined as “personal data,” “personally identifiable

information,” “personal health information,” or “personal information” under any applicable Data Protection

Law.

(llll)         “Personnel

Records” means the personnel records (including all human resources and other records) of the Transferred Business Employees.

(mmmm) “Pre-Closing

Tax Period” means any taxable period ending on or before the Closing Date and the portion through the end of the Closing Date

of any Straddle Period.

(nnnn)    “Prevailing

Central Time” means, with respect to any particular time in question, Central Standard Time or Central Daylight Time in effect

at such time.

(oooo)    “Product

Records” means the books, data documents, records, and files required or primarily related to the Acquired Assets, including

any (i) vendor lists of the Business, (ii) customer lists of the Business, (iii) a list of the distributors for the Products,

(iv) pricing lists for the Products, (v) testing and clinical data, market research reports, marketing plans and other marketing-related

information and materials of the Products, (vi) quality control, vigilance and regulatory records of the Products, (vii) copies

and tangible embodiments of all IP Rights and all rights to INDs, in whatever form or medium, (viii) Tax Returns and associated

work papers with respect to the Business and Acquired Assets, and (ix) other business records, to the extent such other business

records are required to be transferred under applicable Law in connection with the Transactions.

(pppp)    “Products”

means (i) those certain pharmaceutical products with Regulatory Approvals or Regulatory Registrations identified on Annex 2.1(A),

(ii) any analogs, tautomers, radioisomers, enantiomers, enantiomeric mixtures, salt forms, anhydrides, hydrates, polymorphs, metabolites,

or ester forms of the products identified on Annex 2.1(A), and (iii) any dosage forms, substance, formulation, co-formulation,

or compounded versions of any of the foregoing in clauses (i)-(ii); provided that the Parties acknowledge and agree

that, other than as set forth in the Material Contracts, Cumberland does not directly own any rights or interests in and to the “Talicia”

product (as identified on Annex 2.1(A)) and that the only rights and interests in and to Talicia that shall transfer to Apotex

pursuant to this Agreement are such rights and interests set forth in the Transferred Contracts.

(qqqq)    “Purchase

Price” shall have the meaning set forth in ‎Section 3.1.

Page 9 of 71

(rrrr)        “Regulatory

Approval” means any authorizations for research, development, obtaining and maintaining regulatory approvals for, manufacture,

sale, licensure, marketing, promotion, commercialization, distribution, exportation, importation, distribution or otherwise offering

of the Products that are part of the Acquired Assets in the name of Cumberland.

(ssss)      “Regulatory

Registrations” means the INDs, new drug applications and abbreviated new drug applications and all subsequent supplements approved

by the U.S. Food and Drug Administration (“FDA”), and similar licenses, registrations, authorizations, permits, certifications,

franchises, variances, exemptions, orders, approvals, amendments and renewals of the Products (including marketing authorizations and

labeling approvals) issued by any Governmental Authority of any country and held or pending (including any applications) as of the Closing

Date by Cumberland or any of its Affiliates with respect to the Business or third-party distributors (under rights of reservation of

Cumberland or such Affiliates) that are required for the Business in any country. “Regulatory Registrations” include “Regulatory

Approvals.”

(tttt)        “Representative”

means, with respect to a particular Person, any director, officer, manager, shareholder, member, partner, owner, principal, employee,

advisor, representative, consultant, counsel, accountant, investment banker or agent of such Person.

(uuuu)    “Requisite

Stockholder Approval” shall have the meaning set forth in Section 5.3.

(vvvv)    “Sanctioned

Country” means any country or region or government that is, or has been since April 24, 2019, the subject or target of

a comprehensive embargo under Trade Controls (including Cuba, Iran, North Korea, the Crimea region of Ukraine, the so-called “Donetsk

People’s Republic,” and the so-called “Luhansk People’s Republic”).

(wwww)  “Sanctioned

Person” means any Person that is the subject or target of sanctions or restrictions under Trade Controls including: (i) any

Person listed on any U.S. or non-U.S. sanctions- or export-related restricted party list, including the U.S. Department of the Treasury

Office of Foreign Assets Control’s (“OFAC”) List of Specially Designated Nationals and Blocked Persons, or any

other OFAC, U.S. Department of Commerce Bureau of Industry and Security, or U.S. Department of State sanctions- or export-related restricted

party list; (ii) any Person located, organized, or ordinarily resident in a Sanctioned Country; (iii) any Person that is, in

the aggregate, fifty percent or greater owned, directly or indirectly, or otherwise controlled by a Person or Persons described in clauses (i)-(ii);

or (iv) any national of a Sanctioned Country with whom U.S. persons are prohibited from dealing.

(xxxx)       “Sanctions”

means all Laws relating to economic or trade sanctions, including the Laws administered or enforced by the United States (including by

OFAC or the U.S. Department of State) and the United Nations Security Council.

(yyyy)    “SEC”

shall have the meaning set forth in Section 7.11(a).

(zzzz)       “Security

Incident” means a (i) breach of security, unauthorized intrusion or unauthorized Processing of data, successful phishing

incident, or ransomware or malware attack, or (ii) cyber or security incident with respect to any trade secrets or other confidential

information or Personal Data.

Page 10 of 71

(aaaaa)    “Securities

Act” means the Securities Act of 1933, as amended from time to time, and all rules and regulations promulgated thereunder,

or any similar federal Law then in force.

(bbbbb)  “Stockholder”

means each holder of Company Stock as of any applicable time of determination.

(ccccc)   “Stockholder

Meeting” means a meeting of the Stockholders (as promptly as reasonably practicable following the mailing of the Proxy Statement

to the Stockholders) for the purpose of obtaining the Requisite Stockholder Approval.

(ddddd)  “Stockholder

Support Agreement” shall have the meaning set forth in the recitals of this Agreement.

(eeeee)   “Straddle

Period” means any taxable period that includes (but does not end on) the Closing Date.

(fffff)       “Subsidiary”

means, with respect to any Person, any entity of which securities or other ownership interests (a) having voting power to elect

a majority of the board of directors or other persons performing similar functions or (b) representing more than fifty percent of

such securities or ownership interests are at the time directly or indirectly owned by such Person.

(ggggg)  “Superior

Proposal” means any bona fide unsolicited written Acquisition Proposal for an Acquisition Transaction on terms that the Board

has determined in good faith (after consultation with its financial advisor and outside legal counsel) (i) is reasonably likely

to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects of the proposal (including

certainty of closing) and the identity of the Person making the proposal and any other aspects of the Acquisition Proposal that the Board

deems relevant (including the likelihood of consummation) and (ii), if consummated, would be more favorable from a financial point of

view to Cumberland or the Stockholders than the Transactions (taking into account any revisions to this Agreement made or proposed in

writing by Apotex in accordance with Section ‎7.10 prior to the time of such determination).

(hhhhh)  “Talicia

Holdings” means Talicia Holdings, Inc., a Delaware corporation.

(iiiii)         “Tax”

means any foreign, federal, state or local income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales,

use, transfer, real property gains, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall

profit, environmental, real property, personal property, escheat, abandoned or unclaimed property, capital stock, social security, unemployment,

disability, payroll, license, or employee or other withholding tax, or other tax, levy, duty (including customs duties), tariff, assessment,

impost or other governmental charge, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing,

however denominated, in the nature of a tax, whether disputed or not.

(jjjjj)         “Tax

Return” means any return, statement, schedule, declaration, report, claim for refund, information return or other document

(including any related or supporting schedule, statement or information and including any amendment thereof) filed or required to be

filed with any Governmental Authority in connection with the determination, assessment or collection of any Tax of any party.

Page 11 of 71

(kkkkk)   “Taxing

Authority” means any Governmental Authority responsible for the determination, assessment, collection or imposition of any

Tax.

(lllll)        “TBCA”

means the Tennessee Business Corporation Act, as set forth in Title 48, Chapters 11 through 27 of the Tennessee Code Annotated, as the

same may be amended, supplemented, or restated from time to time.

(mmmmm) “Territory”

means the fifty (50) states of the United States of America and its territories, commonwealths, possessions and associated states, including

the District of Columbia, the Commonwealth of Puerto Rico, Armenia, Australia, Azerbaijan, Belarus, China, Georgia, Hong Kong, Jordan,

Kazakhstan, Kyrgyzstan, Macau, Malaysia, Mexico, Moldova, New Zealand, Philippines, Russian Federation, Saudi Arabia, Singapore, Taiwan,

Tajikistan, Thailand, Turkmenistan, Ukraine, Uzbekistan, Vietnam and shall include, solely with respect to shipments of Products to the

U.S. Department of Defense, any specific remote ship-to location in the world to which such customer may require that Products be shipped,

only if such sales are billed to a location within the United States.

(nnnnn)  “Third

Party” means any Person other than Apotex, Buyer Guarantor, Cumberland, or their respective Affiliates.

(ooooo)  “Third

Party Claim” shall have the meaning set forth in Section 9.5(a).

(ppppp)  “Transaction

Documents” means this Agreement, the Bill of Sale and Assignment and Assumption Agreement, the IP Assignment Agreement, the

Stockholder Support Agreements, the Transition Services Agreement, the Confidentiality Agreement and each of the other agreements, documents,

certificates or instruments executed and delivered in connection with this Agreement, including any amendments thereto.

(qqqqq)  “Transactions”

means the transactions contemplated by this Agreement and the other Transaction Documents.

(rrrrr)       “Transferred

Business Employee” means any Business Employee who commences employment with Apotex or its Affiliates.

(sssss)    “Transferred

Contract(s)” means all Contracts exclusively or primarily related to the Business, including the Material Contracts required

to be set forth on Section 5.8(a) of the Disclosure Schedules.

(ttttt)       “Transferred

Equity Interests” means all issued and outstanding common stock of, and any rights convertible into or exercisable for any

common stock of or other equity interests in, Talicia Holdings held by Cumberland and its Affiliates as of immediately prior to the Closing.

(uuuuu)  “Transition

Services Agreement” means the Transition Services Agreement substantially in the form attached hereto as Exhibit D.

Page 12 of 71

(vvvvv)  “Vibativ

Milestone Payment Amount” has the meaning set forth in Section 7.19 of the Disclosure Schedules.

Section 1.2            Interpretation.

(a)            When

used in this Agreement, the words “include,” “includes” and “including” shall be deemed to be followed

by the words “without limitation” and, unless the context otherwise requires, “neither,” “nor,” “any,”

“either” and “or” shall not be exclusive.

(b)            Any

terms defined in the singular shall have a comparable meaning when used in the plural, and vice-versa.

Agreement shall be deemed drafted jointly by Apotex and Cumberland and shall not be specifically construed against either Party based

on any claim that such Party or its counsel drafted this Agreement.

(d)            The

headings and captions used in this Agreement, in any Schedule or Exhibit hereto, in the table of contents or in any index hereto

are for convenience of reference only and do not constitute a part of this Agreement and shall not be deemed to limit, characterize or

in any way affect any provision of this Agreement or any Schedule or Exhibit hereto.

(e)            Any

capitalized terms used in any Schedule or Exhibit attached hereto and not otherwise defined therein shall have the meanings set

forth in this Agreement.

(f)            Any

reference to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires

otherwise.

(g)            Any

singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The definitions contained in

this Agreement are applicable to the masculine as well as to the feminine and neuter genders of such terms.

(h)            All

references to materials being “made available” by Cumberland means documents posted and accessible to Apotex and its advisors

in the Data Room no less than two (2) Business Days prior to the date of this Agreement and remain so posted and accessible continuously

through the Closing and three (3) Business Days thereafter.

Section 1.3             Currency.

All currency amounts referred to in this Agreement are in United States Dollars (“USD”) unless otherwise specified.

ARTICLE II

SALE AND PURCHASE OF ACQUIRED ASSETS

Section 2.1             Sale

and Purchase of Acquired Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Cumberland shall

sell, assign, transfer, convey and deliver (or, where relevant, shall cause and procure its Affiliates the same) to Apotex (or its designated

Affiliates), and Apotex (or its designated Affiliates) shall purchase, acquire and accept, all right, title and interest of Cumberland

and its Affiliates in, to and under the Acquired Assets, in each case, free and clear of all Encumbrances (other than Permitted Encumbrances).

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Section 2.2             Excluded

Assets. Apotex and its Affiliates are not purchasing or acquiring, and the Acquired Assets will not include, any assets of any kind,

nature, character or description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued contingent,

fixed or otherwise, and wherever situated) owned or held by Cumberland or its Affiliates that are not identified or described on Annex

2.1, Annex 2.1(A) and Annex 2.1(B) (the “Excluded Assets”).

Section 2.3             Assumed

Liabilities. Subject to the terms and conditions of this Agreement, at the Closing, Apotex will assume, and thereafter be responsible

for and pay, perform or otherwise satisfy and discharge when due, the Assumed Liabilities.

Section 2.4             Excluded

Liabilities. Notwithstanding anything in this Agreement to the contrary, neither Apotex nor any of its Affiliates shall assume or

be obligated to pay, perform or otherwise discharge, pursuant to this Agreement or otherwise any Excluded Liability. All Liabilities

of every form and nature of Cumberland and its Affiliates, other than Assumed Liabilities, shall be retained by and remain liabilities,

obligations, and commitments of Cumberland and its Affiliates, and Cumberland and its Affiliates shall be responsible for and pay, perform,

or otherwise satisfy and discharge when due the Excluded Liabilities.

Section 2.5             Designation

of Affiliates; Performance Obligations by Affiliates. To the extent that any of the Acquired Assets are under the control of any

of Cumberland’s Affiliates, Cumberland shall direct and cause such Affiliate to promptly take such legal action as may be necessary

to consummate the transfer to Apotex of such Acquired Assets under terms and conditions which are consistent with and subject to the

terms of this Agreement. Notwithstanding the foregoing, this ‎Section 2.5 shall not be construed to relieve Cumberland

from any of its obligations under this Agreement. Cumberland shall cause each of its applicable Affiliates to take or refrain from taking

any action, or to fulfill any obligation, applicable to Cumberland under this Agreement.

Section 2.6             Treatment

of Contracts that Require Third Party Consents to Transfers. If and to the extent that the transfer of the Transferred Contracts

requires the consent or action of a Third Party, Cumberland and Apotex shall, for a period of twelve (12) months from and after the Closing,

use their reasonable efforts to obtain such consent or action as promptly as practicable. For the duration of the term of each such Contract

until such consent or action is obtained, Cumberland shall, and shall cause its Affiliates to, provide Apotex (or its designated Affiliate)

the rights and benefits under such Transferred Contracts as if the transfer of the respective Transferred Contracts had taken place in

accordance with Section 2.1 (e.g., enter into such suitable agreements (such as subcontracts, sublicenses or subleases or

similar arrangements) so as to (partially) transfer the benefits and burdens arising out of the Transferred Contracts to Apotex) and,

to the extent Cumberland provides such rights and benefits, Apotex shall assume the obligations and burdens thereunder. In these cases,

Cumberland will, in respect of the external relationships, remain the party of the Contracts but will, in respect of the internal relationship

between Cumberland and Apotex, continue to hold and be responsible for the relevant Transferred Contracts (or the relevant portion thereof)

for the account of Apotex and act only in accordance with the directions of Apotex with respect to such Transferred Contract. In particular,

(i) any enforcement by Cumberland of any right under the Transferred Contracts (or the relevant portion thereof) shall be for the

account of Apotex, (ii) Cumberland shall manage and attend to the relevant Contracts (or the relevant portion thereof) with due

care and in accordance with the instructions of Apotex and (iii) Cumberland shall indemnify Apotex and its Affiliates against any

cost or liability arising from such Transferred Contract resulting from any breach or alleged breach as a result of the Transactions

in accordance with Article IX.

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ARTICLE III

PURCHASE PRICE

Section 3.1             Purchase

Price. Subject to the terms and conditions set forth herein, in consideration of the sale, assignment, conveyance, and delivery of

the Acquired Assets and assumption of the Assumed Liabilities, Apotex will pay to Cumberland a cash payment of One Hundred Million Dollars

(USD $100,000,000) (the “Purchase Price”).

Section 3.2             Manner

and Place of Payment. All payments owed under this Agreement shall be made by wire transfer in United States currency to the banks

and accounts designated in writing by Cumberland.

Section 3.3             Allocation

of Purchase Price. The Purchase Price (plus Assumed Liabilities and any other amounts treated as consideration for U.S. federal income

Tax purposes) shall be allocated among the Acquired Assets in accordance with Section 1060 of the Code, the Treasury Regulations

thereunder (such allocation, the “Allocation”). A draft of the Allocation shall be delivered by Apotex to Cumberland

within one hundred and twenty (120) days after the Closing Date, for Cumberland’s review and reasonable comment. Within forty-five

(45) days thereafter, Cumberland may dispute Apotex’s draft of the Allocation by delivering written notice of objection with respect

to the Allocation, setting forth in reasonable detail any items as to which Cumberland disagrees, the basis for the objections, and Cumberland’s

proposed allocation of such items. Cumberland and Apotex shall thereafter work in good faith to resolve any disputes relating to the

Allocation within twenty (20) days after Apotex’s receipt of Cumberland’s written notice. If Apotex and Cumberland are able

to resolve such dispute within such period, the Allocation shall be adjusted to reflect such resolution. If, following any such negotiations,

the Parties are unable to agree on the Allocation, disagreements regarding the Allocation shall be promptly referred to a neutral reputable

accounting firm mutually agreed to by Apotex and Cumberland that will be jointly retained and reimbursed equally by Apotex and Cumberland

(the “Accounting Firm”) for resolution in accordance with this ‎Section 3.3 and the procedures set

forth herein, provided that the Accounting Firm shall act in its capacity as expert and not arbitrator. The Allocation (if any) shall

be final and binding on the Parties. Apotex and Cumberland agree not to treat Cumberland as having made any payment to Apotex in exchange

for Apotex’s assumption of any liabilities hereunder under the principles of James M. Pierce Corp. v. Commissioner, 326 F.2d (8th

Cir. 1964).

Section 3.4             Consistent

Treatment. Apotex and Cumberland shall file all Tax Returns (including Internal Revenue Service Form 8594) consistent with the

Allocation. Neither Apotex nor Cumberland shall take any Tax position inconsistent with such Allocation; provided, however, that nothing

contained herein shall prevent Apotex or Cumberland from settling any proposed deficiency or adjustment by any Taxing Authority based

upon or arising out of the Allocation, and neither Apotex nor Cumberland shall be required to litigate before any court any proposed

deficiency or adjustment by any Taxing Authority challenging such Allocation.

Page 15 of 71

Section 3.5             Withholding.

(a)            Apotex

and its Affiliates shall be entitled to deduct and withhold any Taxes from any amounts otherwise payable pursuant to this Agreement to

the extent required by applicable Law; provided, that if Apotex or its Affiliates believe that any such deduction or withholding

of Tax other than any deduction or withholding resulting from Cumberland’s failure to satisfy its obligations under ‎Section 4.2(a)(iii) is

required, Apotex or its Affiliates shall use commercially reasonable efforts to (i) provide written notice to Cumberland of its

intent to withhold at least five (5) days prior to making such deduction or withholding and (ii) provide Cumberland with a

written explanation substantiating the requirement to deduct or withhold. Each Party shall use its commercially reasonable efforts to

cooperate with Cumberland to reduce or eliminate the requirement to deduct and withhold Tax to the extent permitted by applicable Law.

Such withheld amounts shall be timely remitted to the appropriate Governmental Authority and shall be treated for all purposes of this

Agreement as having been paid to Cumberland.

(b)            In

the event that Apotex assigns its rights under this Agreement and, solely by reason of such assignment, Apotex is required to deduct

or withhold in respect of payments made hereunder to Cumberland under applicable Law, then Section ‎3.5‎(a) shall

not apply and all payments to Cumberland shall be made in full, without any set-off, counterclaim, deduction or withholding, regardless

of any requirement under applicable Law or otherwise.

ARTICLE IV

THE CLOSING

Section 4.1             Closing

Date. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place remotely

via the electronic exchange of documents and signatures at 8:00 a.m., Central Time, on the third (3rd) Business Day following

the date on which the conditions set forth in ‎ARTICLE VIII have been satisfied or, to the extent permitted by applicable

Law, waived (other than those conditions that by their nature are to be satisfied by action taken at the Closing, but subject to the

satisfaction or waiver thereof at the Closing), or at such other date, time or place as Cumberland and Apotex may agree in writing. The

date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”

Section 4.2             Closing

Activities.

(a)            At

the Closing, Cumberland shall, and shall cause its Affiliates to:

(i)            deliver

to Apotex a duly executed counterpart to all Transaction Documents to which Cumberland or any of its Affiliates is a party;

(ii)           deliver

to Apotex evidence of the Requisite Stockholder Approval in form and substance reasonably satisfactory to Apotex; and

(iii)          deliver

to Apotex a duly completed and validly executed Internal Revenue Service Form W-9.

Page 16 of 71

(b)           At

Closing, Apotex shall:

(i)            deliver

to Cumberland a duly executed counterpart to all Transaction Documents to which Apotex or any of its Affiliates is a party; and

(ii)           pay

or cause to be paid to Cumberland the Purchase Price by wire transfer of immediately available funds to an account designated by Cumberland

not less than two Business Days prior to the Closing Date.

Section 4.3             Further

Assurances. At the request and expense of the other Party, each Party shall, within fifteen (15) days of such request, execute and

deliver such additional instruments and documents, or initiate other ministerial actions, as may be reasonably necessary to effectuate

the transfer of the Acquired Assets and consummate the Transactions as contemplated by this Agreement. Any such instruments or documents

shall be in form and substance reasonably agreed by the Parties, customary for the applicable jurisdiction, and solely intended to evidence

or give effect to the terms of this Agreement. In the event of any inconsistency between this Agreement and any such instrument or document,

this Agreement shall control.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF CUMBERLAND

Cumberland hereby represents

and warrants to Apotex that, except as set forth in the Disclosure Schedules or as expressly disclosed in any Cumberland SEC Document

(other than any cautionary or forward-looking information contained in the “Risk Factors” or “Forward Looking Statements”

of any such Cumberland SEC Documents) to the extent that such disclosure specifically references any of the Products as follows:

Section 5.1             Organization;

Good Standing. Cumberland is a corporation duly organized, validly existing and in good standing under the laws of Tennessee. Cumberland

has the requisite corporate power and authority to own, lease and operate the Acquired Assets and carry on the Business as it is currently

being conducted. Cumberland is duly qualified to conduct business and is in good standing in every jurisdiction where the Business conducted

by it makes such qualification necessary, except where the failure to so qualify or be in good standing would not be material to the

Business.

Section 5.2             Board

Approval. The Board has unanimously (i) determined that this Agreement, the sale of the Acquired Assets and the transactions

contemplated hereby are fair to and in the best interest of Cumberland and its Stockholders and declared it advisable to enter into this

Agreement with Apotex and Buyer Guarantor, and (ii) adopted resolutions approving this Agreement, the sale of the Acquired Assets

and the consummation of the other transactions contemplated hereby and recommending to the Stockholders to vote for the adoption of a

resolution approving the sale of substantially all of Cumberland’s assets pursuant to, and on the terms and conditions set forth

in, this Agreement at a meeting duly called and held (such recommendation by the Board, the “Board Recommendation”)

pursuant to the TBCA.

Page 17 of 71

Section 5.3             Authority;

Execution and Delivery. Cumberland has the requisite corporate power and authority to enter into this Agreement. Except for the affirmative

vote (in person or by proxy) of the Stockholders holding a majority of all of the shares of Company Stock then outstanding (at the Stockholder

Meeting) in favor of the Transactions (the “Requisite Stockholder Approval”), no vote of the holders of Company

Stock or the equity interest of any Affiliates of Cumberland is necessary pursuant to applicable Law, their respective organizational

documents, the applicable rules of any stock exchange, or otherwise to approve this Agreement and the other Transaction Documents

to which they are or will be a party and the Transactions. The execution and delivery of this Agreement, the other Transaction Documents

and the consummation of the Transactions have been and, assuming the receipt of the Requisite Stockholder Approval, will be prior to

the Closing duly and validly authorized and no additional corporate or shareholder authorization or consent is required in connection

with the execution, delivery and performance by Cumberland and its Affiliates of this Agreement and the other Transaction Documents.

This Agreement and the other Transaction Documents have been duly executed and delivered by Cumberland and, assuming the due authorization,

execution and delivery of this Agreement and the transaction documents by Apotex, will constitute legal, valid and binding obligations

of Cumberland, enforceable against it in accordance with their terms, subject to the Enforceability Exceptions.

Section 5.4             No

Violation; Consents. Except as set forth in Section 5.4 of the Disclosure Schedules, the execution, delivery and performance

of obligations under this Agreement and the consummation of the Transactions do not and will not: (i) materially violate any Law

applicable to Cumberland or the Acquired Assets; (ii) conflict with, result in the breach of, constitute a default under or result

in the termination, cancellation or acceleration (whether after the giving of notice of the lapse of time or both) of any right or obligation

of Cumberland under any contract to which it is a party or to which its assets or liabilities are subject, or result in the creation

or imposition of any encumbrance upon any Acquired Asset, or result in the cancellation, modification, revocation or suspension of any

authorization from any Governmental Authority in respect of the Acquired Assets, or the creation of any Encumbrance (other than Permitted

Encumbrances thereon); (iii) require any approval, authorization, consent, license, exemption, filing or registration with any Person,

other than required notices to the FDA with respect to ownership of and legal responsibility for the Regulatory Registration and Regulatory

Approval of each Product and for the INDs, and to ClinicalTrials.gov for transfer of any clinical trials to Apotex; or (iv) conflict

with or violate in any material respect any provisions of the organizational documents of Cumberland, except with respect to the foregoing

clauses (‎ii) and (‎iii), for such breaches, violations, conflicts, defaults, terminations, accelerations,

which would not be material to the Business or the Transactions.

Section 5.5             Title

to Acquired Assets.

(a)            Each

of Cumberland and its Affiliates, as applicable, owns and has the right to transfer (and upon the Closing, Apotex will exclusively own)

all right, title and interest in and to all of the Acquired Assets and has good, valid, enforceable and marketable title in and to all

Acquired Assets, free and clear of any Encumbrances, other than Permitted Encumbrances, and, at the Closing, shall convey to Apotex (or

one of its designated Affiliates) each of the Acquired Assets free and clear of any Encumbrances, other than Permitted Encumbrances.

Except as expressly identified as an Assumed Liability, Cumberland has not granted rights to any of the Acquired Assets to any Third

Party.

(b)            The

Acquired Assets are sufficient for the continued conduct of, and constitute all of the material assets and properties used by Cumberland

and its Affiliates in the operation of, the Business as conducted by it during the twelve (12) months prior to the Closing. On the Closing

Date, except (i) as set forth on ‎Section 5.5(b) of the Disclosure Schedules and (ii) taking into account

any services to be provided by any Offer Employees or pursuant to the Transition Services Agreement, Apotex will own or have the right

to use (including by means of ownership of rights pursuant to licenses or other contracts), all of the material assets, properties, and

rights that are used in the Business as it is presently conducted by Cumberland.

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Section 5.6             Litigation.

There is, and during the past three (3) years there has been, no claim, action, suit, charge, complaint, audit, inquiry, proceeding,

investigation, hearing, arbitration, judgment, decree, infringement action, injunction, rule or order (“Action”)

pending or in progress, threatened in writing or, to Cumberland’s Knowledge, threatened orally, whether relating to the Business

(including by or against any Business Employee), the Acquired Assets or the Assumed Liabilities. There are, and during the past three

(3) years there have been, no material orders, unsatisfied judgments, stipulations, injunctions, decrees, or awards, whether relating

to the Business (including by or against any Business Employee) Acquired Assets or the Assumed Liabilities.

Section 5.7             Regulatory

Matters; Compliance with Law.

(a)            Solely

with respect to the Acquired Assets, Cumberland possesses, and at all times during the past three (3) years has possessed, all material

registrations, permits, licenses, certificates, accreditations, Regulatory Approvals and Regulatory Registrations of the Products in

the United States and, to the Knowledge of Cumberland, any applicable jurisdiction outside of the United States for which Cumberland

owns and manages the Products as such activities were conducted by Cumberland as of immediately prior to the Closing and Cumberland has

not received notice of noncompliance with respect thereto from any Governmental Authority. Cumberland has complied with and is in compliance

in all material respects with all Laws applicable to the research, development, obtaining and maintaining regulatory approvals for, manufacture,

sale, licensure, marketing, promotion, commercialization, distribution, exportation, importation of the Acquired Assets as such activities

were conducted by Cumberland as of immediately prior to the Closing. Other than the Regulatory Registrations and Regulatory Approvals

for the product Talicia (as described on Annex 2.1(A)) which are legally and beneficially owned by Talicia Holdings, Cumberland

is the legal and beneficial owner of the Regulatory Registrations and Regulatory Approvals in the United States for the Products, and

the Regulatory Registrations and Regulatory Approvals for all of the Products in the United States and, to the Knowledge of Cumberland,

any applicable jurisdiction outside of the United States for which Cumberland owns and manages the Products are in full force and effect

except to the extent noted on Annex 2.1(A). Cumberland has not received any notice in writing from the applicable Governmental

Authorities related to the Products, and to Cumberland’s Knowledge, there are no facts, which have, or reasonably should have,

led Cumberland to believe that the Product Regulatory Registrations and Regulatory Approvals are not currently in good standing with

the Governmental Authorities that issue the applicable Regulatory Registrations and Product Regulatory Approvals. Cumberland has not,

nor, to Cumberland’s Knowledge, has any of Cumberland’s employees or contractors been debarred or are deemed subject to debarment

pursuant to Section 306 of the United States Federal Food, Drug, and Cosmetic Act or any equivalent applicable Law nor are any such

Persons the subject of a conviction thereunder.

Page 19 of 71

(b)           Except

as set forth on ‎Section 5.7(b) of the Disclosure Schedule, none of Cumberland nor any of its Affiliates (i) has

received, during the past three (3) years, written or, to the Knowledge of Cumberland, oral, notice of any violation of or non-compliance

with, or alleged violation of or non-compliance with any Laws, in any material respect, with respect to its ownership or operation of

the Acquired Assets or otherwise relating to the Business, and (ii) is or has been during the past three (3) years, in violation

of or non-compliance with any Laws, in any material respect, with respect to its ownership or operation of the Acquired Assets.

Cumberland nor any of its officers, directors or employees, nor to Cumberland’s Knowledge, any agent or other third party Representative

acting on behalf of Cumberland, (i) is currently, or has been since April 24, 2019: (A) a Sanctioned Person; (B) engaging

in any dealings or transactions with or for the benefit of any Sanctioned Person or in any Sanctioned Country; (C) engaging in any

export, reexport, transfer or provision of any goods, software, technology, data or service without, or exceeding the scope of, any required

or applicable licenses or authorizations under all applicable Ex-Im Laws; or (D) otherwise in violation of Sanctions, Ex-Im Laws,

or applicable anti-boycott Laws (collectively, “Trade Controls”); or (ii) has at any time (A) made or accepted

any unlawful payment or given, received, offered, promised, or authorized or agreed to give or receive, any money, advantage or thing

of value, directly or indirectly, to or from any employee or official of any Governmental Authority or any other Person in violation

of Anti-Corruption Laws; or (B) otherwise been in violation of any Anti-Corruption Laws. Cumberland has not received from any Governmental

Authority or any Person any notice, inquiry, or internal or external allegation; made any voluntary or involuntary disclosure to a Governmental

Authority; or conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing in each case,

related to Trade Controls or Anti-Corruption Laws.

Section 5.8             Contracts.

(a)            ‎Section 5.8(a) of

the Disclosure Schedules sets forth the following contracts to which Cumberland or any of its Affiliates is party (the “Material

Contracts”) as of the Effective Date:

(i)            any

joint venture, strategic alliance, partnership, material research and development, pre-clinical or clinical trial, limited liability

company or other similar agreements or arrangements with respect to the Acquired Assets, Products or Business;

(ii)           any

Contract that obligates Cumberland to develop any product or related technology included in the Acquired Assets, or that obligates Cumberland

to develop any of the Products for new indications or other purposes;

(iii)          any

Contract that involves the payment by Cumberland to any Third Party or by any Third Party to Cumberland of royalties or other amounts

calculated upon the revenues, profits or income of any Product(s) or the Business or income, profits or revenues related to any

Product or Intellectual Property of the Business;

Page 20 of 71

(iv)          any

Contract that includes a right of first refusal, right of first negotiation, option to purchase, option to license or any other similar

rights with respect to the Acquired Assets;

(v)           any

Contract that limits Cumberland’s ability to use, enforce, or disclose any Business IP, or arise out of an Intellectual Property-related

dispute involving the Acquired Assets;

(vi)          any

agreement or series of related agreements, including any option agreement, relating to the acquisition or disposition of any of the Acquired

Assets;

(vii)         any

Contract that (A) materially limits the freedom of Cumberland or its Affiliates to operate the Business or with any Person or in

any area or any line of business or any sales channel (including customary exclusive distribution agreements for the Products), (B) contains

exclusivity obligations or restrictions or “most favored nation” pricing or similar terms with respect to the Products, (C) contains

minimum purchase conditions or other similar requirements with respect to the Products or (D) contains failure to supply or similar

penalties related to the Products;

(viii)        any

sales, distribution, agency or other similar agreement providing for the sale by the Business of the Products, and materials, supplies,

goods, services, equipment or other assets related thereto;

(ix)           any

agreement under which the Business has (A) granted an Encumbrance (other than a Permitted Encumbrance) on any Acquired Asset or

(B) provided for the sale of any Acquired Asset, or granted any preferential rights to purchase any Acquired Asset, in each case

with a value in excess of $250,000;

(x)            any

agreement with any (x) Material Customer or (y) Material Supplier;

(xi)           any

material settlement, conciliation or similar agreement (including, for the avoidance of doubt, any contract that is a settlement, conciliation

or similar agreement with any Governmental Authority) that is related to the Business or the Acquired Assets;

(xii)          any

indemnification agreement, indemnity or similar agreement with a surety that is related to the Business or the Acquired Assets;

(xiii)         any

Contract with any Governmental Authority that is related to the Business or the Acquired Assets;

(xiv)         any

Contract that grants any Third Party any license or other right with respect to, or permits the use of, any Intellectual Property used

in the Business or related to the Products, other than non-exclusive licenses granted to Cumberland, or its employees, contractors, consultants,

customers or suppliers that are entered into in the ordinary course of business;

Page 21 of 71

(xv)          any

Contract that grants Cumberland or any of its Affiliates any license or other right with respect to, or permits the use of any Intellectual

Property that is necessary for or useful to the operation of the Business, other than shrink-wrap, click-wrap, and off-the-shelf software

licenses, and other non-exclusive licenses of unmodified, commercially available software, in each case, with annual aggregate fees of

less than $100,000;

(xvi)         any

Contract that relates to the acquisition, divestiture, or development of any Intellectual Property necessary for the conduct of the Business

or the development, manufacture, or commercialization of the Products (other than agreements with employees, contractors, consultants,

customers or suppliers that are materially consistent with the standard form of Cumberland or its Affiliates entered in the ordinary

course of business, which form has been made available to Apotex) for or on behalf of the Business; and

(xvii)        any

Contract that adversely affects Cumberland’s or any of its Affiliates’ ability to disclose, enforce, use or exploit any IP

Rights related to the Business or Products or that arises out of any Intellectual Property-related dispute involving the Business or

the Products, including settlement agreements, coexistence agreements, and covenants not to sue relating to Intellectual Property that

impose ongoing material obligations on Cumberland or the Business.

(b)            Cumberland

has not received written notice that it is in default under, or in breach of, any Material Contract and, to Cumberland’s Knowledge,

no counterparty has threatened or intends to send such notice. To Cumberland’s Knowledge, no other party to any such Material Contract

is (with or without the lapse of time or the giving of notice, or both) in material breach or default in any respect thereunder. Each

Material Contract is a valid and binding agreement of Cumberland and, to Cumberland’s Knowledge, each other party thereto (subject

to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’

rights generally from time to time in effect and to general principles of equity), and is in full force and effect, and neither Cumberland

nor any of its Affiliates or, to Cumberland’s Knowledge, any other party thereto has provided or received any notice of any intention

to terminate, not renew, materially decrease any usage of services or products or challenge the validity or enforceability of any such

Material Contract and, to Cumberland’s Knowledge, no event or circumstance has occurred during the past three (3) years that,

with or without notice of lapse of time or both, would constitute an event of default thereunder or result in a termination thereof or

would cause or permit the acceleration of or other changes of or to any right or obligation or the loss of any benefit thereunder that

has not been cured or waived.

Section 5.9             Intellectual

Property.

(a)            Section 5.9(a) of

the Disclosure Schedules sets forth a correct and complete list of Business IP that is owned or purported to be owned by Cumberland:

(i) all live registrations and pending applications for Trademarks; (ii) active issued and pending applied for patents; (iii) registered

copyrights; (iv) domain name registrations and social media accounts and handles; and (v) material unregistered Intellectual

Property, in each case, included in the Acquired Assets.

Page 22 of 71

(b)            Cumberland

owns or has the right to use (and upon the Closing, Apotex will own or have the right to use) all Intellectual Property used in, relied

upon, or necessary for the operation of the Business as currently conducted (the “Business IP”).

as disclosed in Section 5.9(c) of the Disclosure Schedules, none of Cumberland or any of its Affiliates (in connection

with the operation of the Business), the Products, or the Business, (i) infringes, misappropriates, violates, or otherwise conflicts

with, or has infringed, misappropriated, violated, or otherwise conflicted with the Intellectual Property of any Third Party; and (ii) neither

Cumberland nor any of its Affiliates has received any written notice from any Third Party of a claim (and there is no claim, action,

suit, proceeding, investigation, hearing, arbitration, judgment, decree, infringement action, injunction, rule or order pending

asserting) (A) that Cumberland or any of its Affiliates (in connection the operation of the Business), any Product, or the Business

is or has been so infringing, misappropriating, violating, or conflict with any Intellectual Property of any Third Party or would be

infringed by Cumberland or any of its Affiliates (in connection the operation of the Business), any Product, or the development, manufacture,

distribution, marketing, or sale of the Products or other engagement in the Business, or (B) asserting the invalidity, misuse, unregisterability

or unenforceability of any Business IP (including any opposition or cancellation action or proceeding) or claims of ownership over any

Business IP.

(d)            The

IP Rights constitute all of the material Intellectual Property necessary for, used in, or relied upon for the conduct of the Business

as presently conducted by Cumberland and its Affiliates (including the research, development, obtaining and maintaining Regulatory Approvals

and Regulatory Registrations for, manufacture, sale, licensure, marketing, promotion, commercialization, distribution, exportation, importation

or offering of the Products).

(e)            Cumberland

and its Affiliates take and have taken commercially reasonable steps to protect and maintain the secrecy, confidentiality and value of

all material Know-How included in the Acquired Assets, and there has been no unauthorized Processing of any such Know-How that was or

is material to the Business. Each Person who has participated in the authorship, conception, creation, reduction to practice, or development

of any Intellectual Property material to the Business for, on behalf of, or under the direction or supervision of Cumberland or any of

its Affiliates, has executed and delivered to Cumberland a valid and enforceable written contract providing for (i) the confidentiality

and non-disclosure by such Person of all such Know-How and (ii) the assignment by such Person (by way of present grant of assignment)

to Cumberland of all right, title and interest in and to such Intellectual Property. No such Know-How has been disclosed or authorized

to be disclosed to any Person, other than in the ordinary course of business consistent with past practice and subject to a written confidentiality

and non-disclosure agreement materially consistent with Cumberland’s standard form(s). To the Knowledge of Cumberland, no Person

is in material breach of any Contract referenced in this section.

(f)            During

the past three (3) years, there has been no Security Incident impacting any Cumberland System used in connection with the Business.

During the past three (3) years, there has been no written complaint to, or Action against, the Business or Cumberland or its Affiliates

relating to the Business with respect to (i) the privacy, data protection, or security of Personal Data, (ii) the confidentiality,

availability, or integrity of any Cumberland System used in the Business or Personal Data contained in the Acquired Assets, (iii) the

violation of any Data Privacy Requirement, in any material respect, or (iv) any Security Incident. During the past three (3) years:

(A) Cumberland or any of its Affiliates have not been required by applicable Law to provide any notice to any Person in connection

with a Security Incident relating to the Business or Data Privacy Requirements; and (B) Cumberland and its Affiliates are, and have

been, in compliance in all material respects with all Data Privacy Requirements.

Page 23 of 71

(g)            No

funding, facilities, personnel, or other resources or Intellectual Property of any educational institution or Governmental Authority

were used, directly or indirectly, to author, conceive, create, reduce to practice, or develop, in whole or in part, any IP Rights or

Product, and no educational institution or Governmental Authority has any rights thereto as a result of the use of such funding, facilities,

personnel, or other resources. The IP Rights and any other Business IP that is material to the operation of the Business as currently

conducted shall be available for use by Apotex immediately following the Closing Date on identical terms and conditions to those under

which Cumberland and its Affiliates owned or used the IP Rights and, in connection with the Business, such Business IP, as applicable,

immediately prior to the Closing Date without payment of any further consideration.

Section 5.10           Inventory.

Any transferred Inventory has been manufactured in accordance with all applicable Laws and then current Good Manufacturing Practices

pursuant to 21 CFR Parts 210 and 211. All Inventory has been or will be dispositioned, approved, and released by Cumberland’s

quality assurance department and is usable in the ordinary course of business consistent with past practice.

Section 5.11           Ordinary

Course of Business. Other than as set forth on Section 5.11 of the Disclosure Schedules, Cumberland has conducted the

Business in the ordinary course and in all material respects in the same manner as conducted in the twelve (12) months prior to the date

hereof. There has not been any Material Adverse Effect in the past twelve (12) months. During the past twelve (12) months with respect

to the Acquired Assets, the Assumed Liabilities or the Business, none of Cumberland nor any of its Affiliates have taken, or failed to

take, any action (or authorized or agreed to take any material action) with respect to the Acquired Assets, the Assumed Liabilities or

the Business which, if taken, or failed to be taken, after the date hereof, would require Apotex’s consent under ‎Section 7.5

and (b) the Business has not suffered any material damage, destruction or other casualty or condemnation loss not covered by insurance.

Section 5.12           No

Brokers. Cumberland has not entered into any agreement, arrangement or understanding with any Person which will result in the obligation

of Apotex to pay any finder’s fee, brokerage commission or similar payment in connection with the transactions contemplated hereby.

Section 5.13           Customers

and Suppliers.

(a)            Section ‎5.13‎(a) of

the Disclosure Schedules sets forth the top ten (10) customers of the Products (based on the dollar amount of sales to such

customer) for the fiscal year ended December 31, 2025 (the “Material Customers”). No Material Customer has provided

written or, to Cumberland’s Knowledge, oral notice to Cumberland or any Affiliate of Cumberland that it intends, anticipates or

otherwise expects to stop, decrease the volume of, or change, adjust or otherwise modify, any of the terms (whether related to payment,

price or otherwise) with respect to purchasing Products.

Page 24 of 71

(b)            Section 5.13(b) of

the Disclosure Schedules sets forth the top ten (10) suppliers of the Products in the Territory (based on the dollar amount of purchases

from such supplier) for the fiscal year ended December 31, 2025 (the “Material Suppliers”). No Material

Supplier has provided written or, to Cumberland’s Knowledge, oral notice to Cumberland or any Affiliate of Cumberland that it intends,

anticipates or otherwise expects to stop, decrease the volume of, or change, adjust, alter or otherwise modify any of the terms (whether

related to payment, price or otherwise) with respect to supplying materials, products or services for the Business.

Section 5.14           Transactions

with Affiliates. Except as set forth in Section 5.14 of the Disclosure Schedules, there are no contracts or any other

arrangements between or among Cumberland and any of its Affiliates involving any Acquired Asset or Assumed Liability or otherwise relating

to the Business. No officer, partner, director, equityholder, employee, Subsidiary or Affiliate of Cumberland: (a) owns any property

or right, whether tangible or intangible, which is developed for, used or held for use in, or necessary for, the operation or conduct

of the Business; (b) owes any money to or is owed money from Cumberland or any of its Affiliates related to the operation or conduct

of the Business; or (c) provides services or resources to the Business, other than pursuant to employment agreements entered into

in the ordinary course of business. None of Cumberland nor any Representative or Affiliate of Cumberland has any material direct or indirect

ownership or controlling interest in any customer or supplier of the Business, or any other Person with whom the Business has any material

business relationship.

Section 5.15           Sales

Information; No Undisclosed Liabilities.

(a)            The

audited financial statements of Cumberland for the fiscal years ended December 31, 2024 and December 31, 2025, and the notes

related thereto included in the Cumberland SEC Documents (collectively, the “Financial Statements”), in each case,

prepared based on the books and records of Cumberland and its Affiliates, have been prepared in accordance with GAAP, consistently applied

and fairly present in all material respects in accordance with GAAP the financial condition and the results of operations, cash flows

and equity of Cumberland and its Subsidiaries (on a consolidated basis) as of the respective dates of and for the periods referred to

in the Financial Statements. There is not, and for the past three (3) years there has not been, (x) to Cumberland’s Knowledge,

any significant deficiency or weakness in the system of internal accounting controls used by Cumberland or its Affiliates with respect

to the Business, (y) any fraud or other wrongdoing that involves any of the management of the Business or other employees who have

a role in the preparation of the Financial Statements or the internal accounting controls used by Cumberland or its Affiliates with respect

to the Business or (z) any written, or to Cumberland’s Knowledge, oral claim or allegation regarding any of the foregoing.

(b)            There

are no Liabilities of the Business except for (i) Liabilities disclosed on ‎Section 5.15(b) of the Disclosure

Schedules, (ii) Liabilities as disclosed, reflected or reserved against in the audited balance sheet included in the Financial Statements

or the notes thereto, (iii) Liabilities incurred in the ordinary course of business since December 31, 2025 (none of which

is a Liability resulting from noncompliance with any applicable Law or licenses, breach of contract, breach of warranty, tort, infringement,

misappropriation, dilution or claim), (iv) Excluded Liabilities, and (v) Liabilities that would not reasonably be expected

to be, individually or in the aggregate, material to the Business.

Page 25 of 71

Section 5.16           Taxes.

(a)            All

Tax Returns filed or required to be filed by Cumberland with respect to the Acquired Assets and, to Cumberland’s Knowledge, all

Tax Returns filed or required to be filed by Talicia Holdings and its Subsidiaries, have been timely filed (taking into account applicable

extensions). All such Tax Returns of Cumberland, and to Cumberland’s Knowledge, all such Tax Returns of Talicia Holdings, are true,

correct, and complete in all material respects and were prepared in substantial compliance with applicable Law, and all Taxes due and

owing by Cumberland with respect to the Acquired Assets and, to Cumberland’s Knowledge, all Taxes due and owing by Talicia Holdings

and its Subsidiaries have been timely paid in full (whether or not shown as due and owing on a Tax Return). Cumberland has, and to Cumberland’s

Knowledge, Talicia Holdings and its Subsidiaries have, paid all material Taxes due and owing by them (whether or not shown as due and

owing on a Tax Return).

(b)            Cumberland

has not, with respect to the Acquired Assets, and to Cumberland’s Knowledge, Talicia Holdings and its Subsidiaries have not (x) requested,

granted, or become the beneficiary of any extension or waiver of any statute of limitations period, which period (after giving effect

to such extension or waiver) has not yet expired, or (y) consented to extend to a date later than the date hereof the time in which

any Tax may be assessed or collected.

is no Tax action pending with respect to any Acquired Asset, and to Cumberland’s Knowledge, there is no Tax action pending with

respect to Talicia Holdings and its Subsidiaries, in respect of any Tax or Tax Return, nor has any such Tax action been threatened in

writing by any Governmental Authority. No deficiencies for any Taxes have been assessed or asserted, or to Cumberland’s Knowledge,

proposed against Cumberland with respect to the Acquired Assets, Talicia Holdings or its Subsidiaries that are still pending. There are

no requests for rulings or determinations in respect of any Tax pending between Cumberland, on the one hand, and any Governmental Authority,

on the other hand, with respect to the Acquired Assets. To Cumberland’s Knowledge, there are no requests for rulings or determinations

in respect of any Tax pending with respect to Talicia Holdings or its Subsidiaries.

(d)            Cumberland

is not and has not been a party, and to Cumberland’s Knowledge, Talicia Holdings and its Subsidiaries are not and have not been

parties to any “reportable transaction” as defined in Section 6707A(c)(1) of the Code and Treasury Regulations

Section 1.6011-4(b) or similar provisions of applicable state, local and non-U.S. law.

(e)            Other

than with respect to Talicia Holdings, there are no Encumbrances for Taxes on the Acquired Assets other than Encumbrances for Taxes not

yet due and payable; and, to Cumberland’s Knowledge, there are no Encumbrances for Taxes on the assets of Talicia Holdings or its

Subsidiaries other than Encumbrances for Taxes not yet due and payable.

(f)            Cumberland

has, with respect to the Acquired Assets, and to Cumberland’s Knowledge, Talicia Holdings and its Subsidiaries have properly (i) collected

and remitted sales, use, valued added and similar Taxes with respect to sales or leases made or services provided to its customers and

(ii) for all sales, leases or provision of services that are exempt from sales, use, valued added and similar Taxes and that were

made without charging or remitting sales, use, value added or similar Taxes, received and retained any appropriate Tax exemption certificates

and other documentation qualifying such sale, lease or provision of services as exempt.

Page 26 of 71

(g)            No

payment or benefit provided to any current or former employee, officer, stockholder, director or service provider of Cumberland or its

Affiliates (including, for this purpose and to Cumberland’s Knowledge, Talicia Holdings and its Subsidiaries) as a result (alone

or in combination with any other event) of the execution, delivery and performance of this Agreement and the consummation of the Transactions,

would constitute an “excess parachute payment” for purposes of Section 280G of the Code.

(h)            To

Cumberland’s Knowledge, Talicia Holdings is not and has not been at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of

the Code, a “United States real property holding corporation” and the Transferred Equity Interests are not “United

States real property interests”, in each case, as defined in Section 897 of the Code.

(i)            To

Cumberland’s Knowledge, neither Talicia Holdings nor its Subsidiaries have been members of an affiliated group filing a consolidated

federal income Tax Return (other than a group the common parent of which was Talicia Holdings or its Subsidiaries) or is liable for the

Taxes of another Person under Treasury Regulation Section 1.1502-6, as a transferee or successor, by Contract or otherwise (other

than any Contract the principal purpose of which does not relate to Taxes).

(j)            To

Cumberland’s Knowledge, neither Talicia Holdings nor its Subsidiaries is a party to or bound by any Tax sharing, indemnification,

allocation agreement or other similar Contract and neither Talicia Holdings nor its Subsidiaries has any contractual obligation to indemnify,

gross-up, or otherwise reimburse any other Person with respect to Taxes (other than customary provisions contained in commercial agreements

entered into in the ordinary course of business and which documents or agreements do not principally relate to Taxes).

(k)            To

Cumberland’s knowledge, neither Talicia Holdings nor its Subsidiaries will be required to include any material item of income in,

or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the Closing

Date as a result of any: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending

on or prior to the Closing Date or adjustment pursuant to Section 481 of the Code (or any analogous provision of state, local or

non-U.S. Law), (ii) any agreement (including a “closing agreement” as described in Section 7121 of the Code (or

any corresponding or similar provision of state, local or non-U.S. Law)) with respect to Taxes executed with any Governmental Authority

prior to the Closing, (iii) installment sale or open transaction disposition made prior to the Closing, (iv) any intercompany

transactions entered into prior to the Closing or any excess loss account as of the Closing Date, each as described in Treasury Regulations

under Section 1502 of the Code (or any analogous provision of any other Law) or (v) prepaid amount received or deferred revenue

accrued prior to the Closing outside the ordinary course of business.

Page 27 of 71

(l)            To

Cumberland’s Knowledge, neither Talicia Holdings nor its Subsidiaries have been either a “distributing corporation”

or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the

Code in the prior two (2) years.

Section 5.17           Labor

and Employment.

(a)            ‎Section 5.17(a) of

the Disclosure Schedules sets forth a list of each employee and consultant of Cumberland or its Affiliates who provides services with

respect to the Acquired Assets (the “Business Employees”) that includes, with respect to each Business Employee:

(i) job title, (ii) base annual salary, (iii) bonus eligibility, and (iv) name. No Business Employee is paid on an

hourly wage basis or has a non-exempt classification.

(b)            Neither

Cumberland nor any of its Affiliates is party to or bound by any collective bargaining agreement or other contract with a union, labor

organization or other employee representative covering any Business Employees (“Labor Agreement”), and no Business

Employee is represented by any union, or other labor organization or employee representative body with respect to their employment with

Cumberland or its Affiliates. To Cumberland’s Knowledge, in the past three years, there have been no labor organizing activities

with respect to any Business Employees. In the past three years, there has been no actual or, to Cumberland’s Knowledge, threatened

unfair labor practice charges, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor disputes

by or with respect to the Business Employees.

the Disclosure Schedules sets forth, by termination date and work location, the title of each employee who will suffer an “employment

loss” as that term is defined in the Worker Adjustment and Retraining Notification Act or any state or local law requiring advance

notice of layoff at any site of employment where a Business Employee is located within the 90 days up to the Closing Date.

(d)            Cumberland

and its Affiliates have reasonably investigated all sexual harassment, or other harassment, discrimination, retaliation or policy violation

allegations against Business Employees that have been reported to Cumberland and its Affiliates or of which Cumberland or its Affiliates

are otherwise aware. With respect to each such allegation (except those Cumberland or its applicable Affiliate reasonably deemed to not

have merit), Cumberland or its applicable Affiliate has taken prompt corrective action reasonably calculated to prevent further improper

action and does not anticipate any material liability with respect to any such allegations and is not aware of any such allegations,

that, if known to the public, would bring the Acquired Assets into material disrepute.

Section 5.18           Employee

Benefit Plan.

(a)            Section 5.18(a) of

the Disclosure Schedules sets forth a true, complete and correct, in all material respects, list of all Benefit Plans currently covering

any Business Employee(s). Each such Benefit Plan has been established, maintained, administered in all material respects and funded in

compliance with, and complies with, its terms and all applicable Laws (including ERISA and the Code) in all material respects.

Page 28 of 71

(b)            No

such Benefit Plan is and neither Cumberland nor any ERISA Affiliate maintains, sponsors, contributes to, has any obligation to contribute

to, or has any liability or potential liability under or with respect to (i) any “defined benefit plan” as defined in

Section 3(35) of ERISA or any other plan subject to the funding requirements of Section 412 of the Code or Section 302

of Title IV of ERISA, or (ii) any “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA,

Code). No Acquired Asset is or could reasonably be expected to be subject to any lien associated with any Benefit Plan under the Code,

ERISA or other applicable Law, other than statutory liens and not yet due and payable.

such Benefit Plan that constitutes in any part a “nonqualified deferred compensation plan” (as defined under Section 409A(d)(1) of

the Code) subject to Section 409A of the Code has been operated and administered in all material respects in operational compliance

with, and is in all respects in documentary compliance with, Section 409A of the Code and all IRS guidance promulgated thereunder,

and no amount under any such plan, agreement or arrangement is, has been or could reasonably be expected to be subject to any additional

tax, interest or penalties under Section 409A of the Code.

Section 5.19           Solvency.

Immediately after giving effect to the consummation of the transactions contemplated by this Agreement, and assuming that the representations

and warranties regarding Apotex contained in this Agreement are true and correct in all material respects (without regard to any knowledge,

materiality, Material Adverse Effect or similar qualifiers) and the performance in all material respects of all covenants and agreements

required by this Agreement to be performed and complied with at or prior to the Closing by Apotex, (a) the fair saleable value (determined

on a going concern basis) of the assets of Cumberland will be greater than the total amount of its Liabilities (including all Liabilities,

whether or not reflected in a balance sheet prepared in accordance with GAAP and whether direct or indirect, fixed or contingent, secured

or unsecured, disputed or undisputed); (b) Cumberland will be able to pay its debts and obligations in the ordinary course of business

as they become due; and (c) Cumberland will have adequate capital to carry on its business. Cumberland is not entering into the

Transactions with the actual intent to hinder, delay, or defraud either present or future creditors.

Section 5.20           Investigation.

CUMBERLAND ACKNOWLEDGES AND AGREES THAT IT HAS MADE ITS OWN INQUIRY AND INVESTIGATION INTO, AND, BASED THEREON, AND WITHOUT LIMITING

ITS RELIANCE ON THE REPRESENTATIONS, WARRANTIES AND COVENANTS HEREIN AND IN THE OTHER TRANSACTION DOCUMENTS, HAS FORMED AN INDEPENDENT

JUDGMENT CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE TRANSACTION DOCUMENTS. EXCEPT FOR THE SPECIFIC REPRESENTATIONS

AND WARRANTIES EXPRESSLY MADE BY APOTEX IN ‎ARTICLE VI AND THE OTHER TRANSACTION DOCUMENTS, (a) CUMBERLAND ACKNOWLEDGES

AND AGREES THAT (i) APOTEX IS NOT MAKING AND HAS NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AT LAW OR IN EQUITY,

REGARDING APOTEX OR ITS AFFILIATES OR THE ACCURACY OF COMPLETENESS OF ANY CONFIDENTIAL INFORMATION MEMORANDA, MANAGEMENT PRESENTATION,

DOCUMENTS, PROJECTIONS, MATERIAL OR OTHER INFORMATION (FINANCIAL OR OTHERWISE) FURNISHED TO CUMBERLAND OR ITS REPRESENTATIVES OR MADE

AVAILABLE TO CUMBERLAND AND ITS REPRESENTATIVES IN ANY FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED

HEREBY, OR IN RESPECT OF ANY OTHER MATTER WHATSOEVER AND (ii) NO OFFICER, AGENT, REPRESENTATIVE OR EMPLOYEE OF APOTEX OR ITS AFFILIATES

HAS ANY AUTHORITY, EXPRESS OR IMPLIED, TO MAKE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT

OR THE OTHER TRANSACTION DOCUMENTS AND SUBJECT TO THE LIMITED REMEDIES HEREIN PROVIDED; (b) CUMBERLAND SPECIFICALLY DISCLAIMS THAT

IT IS RELYING UPON OR HAS RELIED UPON ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES THAT MAY HAVE BEEN MADE BY ANY PERSON, AND ACKNOWLEDGES

AND AGREES THAT APOTEX HAS SPECIFICALLY DISCLAIMED AND DOES HEREBY SPECIFICALLY DISCLAIM ANY SUCH OTHER REPRESENTATION OR WARRANTY MADE

BY ANY PERSON. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ‎Section 5.20

OR ANY OTHER TERM HEREIN OR IN ANY TRANSACTION DOCUMENT, NOTHING IN THIS ‎Section 5.20

OR IN ANY SUCH TERM SHALL LIMIT ANY RECOURSE CUMBERLAND OR ANY OF ITS AFFILIATES WOULD HAVE IN THE CASE OF FRAUD.

Page 29 of 71

Section 5.21           No

Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE ‎V (AS MODIFIED

BY THE CUMBERLAND SEC DOCUMENTS AND THE DISCLOSURE SCHEDULES, IF APPLICABLE) AND THE TRANSACTION DOCUMENTS, NEITHER CUMBERLAND NOR

ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO CUMBERLAND OR ITS AFFILIATES, THE BUSINESS,

THE PRODUCTS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE TRANSACTION DOCUMENTS AND ANY RIGHTS OR OBLIGATIONS (INCLUDING

THE ASSUMED LIABILITIES) TO BE TRANSFERRED HEREUNDER AND THEREUNDER OR PURSUANT HERETO OR THERETO, AND CUMBERLAND DISCLAIMS (ON BEHALF

OF ITSELF AND ITS AFFILIATES) ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY CUMBERLAND OR ANY OF ITS AFFILIATES OR REPRESENTATIVES.

EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ‎ARTICLE V (AS MODIFIED BY THE SEC DISCLOSURE DOCUMENTS

AND THE DISCLOSURE SCHEDULES) AND THE OTHER TRANSACTION DOCUMENTS, CUMBERLAND HEREBY DISCLAIMS (ON BEHALF OF ITSELF AND ITS AFFILIATES)

ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED,

OR FURNISHED (ORALLY OR IN WRITING) TO APOTEX OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION,

OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO APOTEX BY ANY REPRESENTATIVE OF CUMBERLAND OR ANY OF ITS AFFILIATES). WITHOUT

LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE ‎V OR IN THE OTHER TRANSACTION DOCUMENTS, CUMBERLAND

MAKES NO REPRESENTATIONS OR WARRANTIES TO APOTEX REGARDING THE PROBABLE SUCCESS, VALUE OR PROFITABILITY OF THE PRODUCTS. NOTWITHSTANDING

ANYTHING TO THE CONTRARY IN THIS ‎Section 5.21 OR ANY OTHER TERM

HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT, NOTHING IN THIS ‎Section 5.21

OR IN ANY SUCH TERM SHALL LIMIT ANY RECOURSE APOTEX OR ANY OF ITS AFFILIATES WOULD HAVE IN THE CASE OF FRAUD.

Page 30 of 71

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF APOTEX

Apotex hereby represents

and warrants to Cumberland as follows:

Section 6.1             Apotex’s

Organization; Good Standing. Apotex is a designated activity company duly organized, validly existing and in good standing under

the laws of Ireland. Apotex has all company power and authority to carry on its business as it is currently being conducted. Apotex is

duly qualified to conduct business and is in good standing in every jurisdiction where the nature of the business conducted by it makes

such qualification necessary, except where the failure to so qualify or be in good standing would not prevent or materially delay the

consummation of the Transactions .

Section 6.2             Authority;

Execution and Delivery. Apotex has all company power and authority to enter into this Agreement and to consummate the transactions

contemplated hereby. The execution, delivery and performance of obligations under this Agreement by Apotex and the consummation of the

transactions contemplated hereby have been duly authorized by all necessary company action(s). This Agreement has been duly executed

and delivered by Apotex and, assuming the due authorization, execution and delivery of this Agreement by Cumberland, constitutes the

legal, valid and binding obligation of Apotex, enforceable against Apotex in accordance with its terms, subject to Enforceability Exceptions.

Section 6.3             No

Violations; Consents. The execution, delivery and performance of obligations under this Agreement do not, and the consummation of

the transactions contemplated hereby and compliance with the terms hereof will not: (a) violate any applicable Law applicable to

Apotex or conflict with any material contract to which Apotex is a party or by which it is otherwise bound, except for such violations

or conflicts which would not materially interfere with Apotex’s performance of its obligations hereunder; or (b) except in

connection with any filing with the SEC, require any approval, authorization, consent, license, exemption, filing or registration with

any Person, except for such approvals, authorizations, consents, licenses, exemptions, filings or registrations which have been obtained

or made prior to Closing or which, if not obtained or made, would not materially interfere with Apotex’s performance of its obligations

hereunder.

Section 6.4             Litigation.

There is no suit, claim, action, investigation or proceeding in progress or, to the knowledge of Apotex, pending or threatened against

Apotex, (a) relating to and adversely affecting this Agreement or the transactions contemplated hereunder or (b) that would

materially delay the ability of Apotex to perform its obligations hereunder.

Section 6.5             No

Brokers. Apotex has not entered into any agreement, arrangement or understanding with any Person which will result in the obligation

of Cumberland to pay any finder’s fee, brokerage commission or similar payment in connection with the transactions contemplated

hereby.

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Section 6.6             Consents.

No notice to, filing with, authorization of, exemption by, or consent of, any Person, including any applicable Governmental Authority,

is required by Apotex for Apotex to consummate the transactions contemplated herein.

Section 6.7             Financial

Capacity. Apotex has and will have, from and after the Effective Date, sufficient funds on hand to consummate the transaction contemplated

hereby at the Closing, including the payment of the Purchase Price.

Section 6.8             Solvency.

Immediately after giving effect to the consummation of the transactions contemplated by this Agreement, and assuming that the representations

and warranties regarding Cumberland and the Business contained in this Agreement are true and correct in all material respects (without

regard to any knowledge, materiality, Material Adverse Effect or similar qualifiers) and the performance in all material respects of

all covenants and agreements required by this Agreement to be performed and complied with at or prior to the Closing by Cumberland, (a) the

fair saleable value (determined on a going concern basis) of the assets of Buyer Guarantor will be greater than the total amount of its

Liabilities (including all Liabilities, whether or not reflected in a balance sheet prepared in accordance with International Financial

Reporting Standards (IFRS), and whether direct or indirect, fixed or contingent, secured or unsecured, disputed or undisputed); (b) Buyer

Guarantor will be able to pay its debts and obligations in the ordinary course of business as they become due; and (c) Buyer Guarantor

will have adequate capital to carry on its business.

Section 6.9             Investigation.

APOTEX ACKNOWLEDGES AND AGREES THAT IT HAS MADE ITS OWN INQUIRY AND INVESTIGATION INTO, AND, BASED THEREON, AND WITHOUT LIMITING ITS

RELIANCE ON THE REPRESENTATIONS, WARRANTIES AND COVENANTS HEREIN AND IN THE OTHER TRANSACTION DOCUMENTS, HAS FORMED AN INDEPENDENT JUDGMENT

CONCERNING THE BUSINESS AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE TRANSACTION DOCUMENTS AND ANY OTHER ASSETS, RIGHTS

OR OBLIGATIONS (INCLUDING THE ASSUMED LIABILITIES) TO BE TRANSFERRED HEREUNDER OR THEREUNDER OR PURSUANT HERETO OR THERETO. EXCEPT FOR

THE SPECIFIC REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY CUMBERLAND IN ARTICLE ‎V AND THE OTHER TRANSACTION DOCUMENTS,

(a) APOTEX ACKNOWLEDGES AND AGREES THAT (i) CUMBERLAND IS NOT MAKING AND HAS NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESSED

OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE BUSINESS OR THE ACQUIRED ASSETS, OR CUMBERLAND’S OR ITS AFFILIATES’

RESPECTIVE BUSINESSES, ASSETS, LIABILITIES, OPERATIONS, PROSPECTS, OR CONDITION (FINANCIAL OR OTHERWISE), INCLUDING WITH RESPECT

TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY ACQUIRED ASSETS, THE NATURE OR EXTENT OF ANY ASSUMED LIABILITIES, THE

PROSPECTS OF THE BUSINESS, THE EFFECTIVENESS OR THE SUCCESS OF ANY OPERATIONS, OR THE ACCURACY OF COMPLETENESS OF ANY CONFIDENTIAL INFORMATION

MEMORANDA, MANAGEMENT PRESENTATION, DOCUMENTS, PROJECTIONS, MATERIAL OR OTHER INFORMATION (FINANCIAL OR OTHERWISE) REGARDING THE BUSINESS,

THE ACQUIRED ASSETS OR ASSUMED LIABILITIES, OR CUMBERLAND OR ITS AFFILIATES FURNISHED TO APOTEX OR ITS REPRESENTATIVES OR MADE AVAILABLE

TO APOTEX AND ITS REPRESENTATIVES IN THE DATA ROOM, MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF, OR IN CONNECTION

WITH, THE TRANSACTIONS CONTEMPLATED HEREBY, OR IN RESPECT OF ANY OTHER MATTER WHATSOEVER AND (ii) NO OFFICER, AGENT, REPRESENTATIVE

OR EMPLOYEE OF THE BUSINESS HAS ANY AUTHORITY, EXPRESS OR IMPLIED, TO MAKE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS NOT SPECIFICALLY

SET FORTH IN THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS AND SUBJECT TO THE LIMITED REMEDIES HEREIN PROVIDED; (b) APOTEX SPECIFICALLY

DISCLAIMS THAT IT IS RELYING UPON OR HAS RELIED UPON ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES THAT MAY HAVE BEEN MADE BY ANY

PERSON, AND ACKNOWLEDGES AND AGREES THAT CUMBERLAND HAS SPECIFICALLY DISCLAIMED AND DOES HEREBY SPECIFICALLY DISCLAIM ANY SUCH OTHER

REPRESENTATION OR WARRANTY MADE BY ANY PERSON AND (c) APOTEX IS ACQUIRING THE ACQUIRED ASSETS AND THE ASSUMED LIABILITIES IN “AS

IS” CONDITION AND ON A “WHERE IS” BASIS, SUBJECT ONLY TO THE SPECIFIC REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE ‎V

(AS MODIFIED BY THE CUMBERLAND SEC DOCUMENTS AND BY THE DISCLOSURE SCHEDULES) AND THE TRANSACTION DOCUMENTS. NOTWITHSTANDING ANYTHING

TO THE CONTRARY IN THIS SECTION 6.9 OR ANY OTHER TERM HEREIN OR IN ANY TRANSACTION DOCUMENT, NOTHING IN THIS SECTION 6.9

OR IN ANY SUCH TERM SHALL LIMIT ANY RECOURSE APOTEX OR ANY OF ITS AFFILIATES WOULD HAVE IN THE CASE OF FRAUD.

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Section 6.10           No

Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ‎ARTICLE VI AND

THE TRANSACTION DOCUMENTS, NEITHER APOTEX NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT

TO APOTEX OR ITS AFFILIATES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AND ANY RIGHTS OR

OBLIGATIONS HEREUNDER AND THEREUNDER OR PURSUANT HERETO OR THERETO, AND APOTEX DISCLAIMS (ON BEHALF OF ITSELF AND ITS AFFILIATES) ANY

OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY APOTEX OR ANY OF ITS AFFILIATES OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS

AND WARRANTIES EXPRESSLY CONTAINED IN THIS ‎ARTICLE VI AND THE OTHER TRANSACTION DOCUMENTS, APOTEX HEREBY DISCLAIMS (ON

BEHALF OF ITSELF AND ITS AFFILIATES) ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT,

OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO CUMBERLAND OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING

ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO CUMBERLAND BY ANY REPRESENTATIVE

OF APOTEX OR ANY OF ITS AFFILIATES). WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN ‎ARTICLE VI OR

IN THE OTHER TRANSACTION DOCUMENTS, APOTEX MAKES NO REPRESENTATIONS OR WARRANTIES TO CUMBERLAND. NOTWITHSTANDING ANYTHING TO THE CONTRARY

IN THIS ‎Section 6.10 OR ANY OTHER TERM HEREIN OR IN ANY OTHER

TRANSACTION DOCUMENT, NOTHING IN THIS ‎Section 6.10 OR IN ANY SUCH

TERM SHALL LIMIT ANY RECOURSE CUMBERLAND OR ANY OF ITS AFFILIATES WOULD HAVE IN THE CASE OF FRAUD.

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ARTICLE VII

CERTAIN COVENANTS AND AGREEMENTS

Section 7.1             Regulatory

Commitments.

(a)            From

and after the Closing Date, other than as assumed or obligated to be performed by Cumberland and its Affiliates pursuant to the Transition

Services Agreement, Apotex shall assume control of, and responsibility for, all obligations to any Governmental Authorities in connection

with the Acquired Assets and Assumed Liabilities including all pharmacovigilance, safety, and medical information services for and in

respect of the Acquired Assets and Assumed Liabilities.

(b)            From

and after the Closing Date, other than as assumed or obligated to be performed by Cumberland and its Affiliates pursuant to the Transition

Services Agreement or as performed by Talicia Holdings prior to Closing (and which will continue to be performed by Talicia Holdings

following the Closing), Apotex shall assume responsibility for (i) all correspondence and communication with Third Parties, including

all Governmental Authorities, relating to the Acquired Assets, Assumed Liabilities, Regulatory Registrations and Regulatory Approvals

and all obligations related thereto and (ii) all obligations of Cumberland with respect to the Regulatory Registrations and Regulatory

Approvals (including INDs, NDAs, and ANDAs), including pharmacovigilance, safety, clinical studies, quality assurance, compliance with

good manufacturing practices, good distribution practices, deficiency letters, corrective action plan agreements, product recalls and

product returns.

the Closing, Cumberland permits Apotex to sell and distribute all Product Inventory transferred using the applicable Cumberland labeler

code and National Drug Codes (“NDC”) numbers.

(d)            Following

the Closing Date, Apotex and Cumberland each shall, as promptly as practicable, deliver or cause to be delivered to the other Party copies

of all confirmations, acknowledgements, and other correspondence to and from the appropriate Governmental Authorities, including the

FDA, that the transfer of ownership of the Product Regulatory Approvals to Apotex has been completed in full.

Section 7.2             Intellectual

Property Commitments.

(a)            From

and after the Closing Date, Apotex shall assume control of, and responsibility for, all Assumed Liabilities arising from or related to

the IP Rights, including the assumption of any costs and obligations arising from prosecution, maintenance, enforcement and defense of

the IP Rights and any liabilities and costs arising from any Intellectual Property infringement claims, lawsuits, or other Actions brought

by any Third Party after the Closing Date.

(b)            From

and after the Closing Date, Apotex shall assume responsibility for all prosecution, maintenance, enforcement and defense of the IP Rights,

including without limitation responsibility for all correspondence and communication with Third Parties, including all Governmental Authorities,

relating to the IP Rights, if such matter has been identified as an Assumed Liability.

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and after the Closing Date, Apotex shall have responsibility for recording the IP Assignment Agreement.

(d)            From

and after the Closing Date, Cumberland covenants and agrees that, if Apotex is prosecuting, contesting or defending any Action by a Third

Party in connection with the IP Rights, Cumberland shall, and shall use commercially reasonable efforts to cause its Affiliates to, if

applicable, reasonably cooperate with Apotex and their respective counsel (at the expense of Apotex) in such prosecution, contest or

defense, including making available its personnel and providing such testimony and access to its books and records (including lab notebooks)

related to said IP Rights as shall be reasonably necessary or useful in connection with such prosecution, contest or defense in a manner

that does not materially interfere with the conduct of the business of Cumberland or its applicable Affiliates, including that Apotex

shall take commercially reasonable efforts to minimize the frequency of such requirements and impact on said personnel’s time.

(e)            From

and after the Closing Date, Cumberland, on behalf of itself and its Affiliates, hereby grants Apotex in connection with the Business

a non-exclusive, sublicensable, non-transferable, non-assignable, worldwide royalty-free license to continue to use any Trademark owned

or controlled as of the Closing by Cumberland or any of its Affiliates with regard to the Business or Products, including “Cumberland”,

“Cumberland Pharmaceuticals”, and “Cumberland Assured Products” or any variations or derivatives thereof (the “Retained

Names”) for a period of twelve (12) months following the Closing. Subject to Cumberland’s reasonable rights to exercise

quality control over any use of, or other acts to protect the validity and enforceability of any Intellectual Property rights in, the

Retained Names, Apotex shall have the right to use the Retained Names at all times after the Closing (i) as required by applicable

Law and as may be required to perform any contractual obligations, (ii) on internal business and legal documents and items, (iii) in

a neutral, non-trademark manner to describe the history of the Business, and (iv) as otherwise as permitted by “fair use”

principles or as does not constitute trademark infringement or unfair competition.

(f)            From

and after the Closing Date, Cumberland hereby grants (and hereby causes its Affiliates to grant) to Apotex and its Affiliates, effective

as of the Closing, a worldwide, fully paid-up, royalty-free, irrevocable, non-terminable, perpetual, sublicensable (through one or multiple

tiers), transferrable, non-exclusive license under and to all Intellectual Property (other than Retained Names) that (i) are owned

or controlled as of the date hereof or the Closing by Cumberland or any of its Affiliates and (ii) are related to, used or held

for use in, or necessary for the conduct of the Business as of the date hereof or the Closing (“Licensed Business IP”)

in connection with (A) the operation of the Business and any natural evolutions or organic growth thereof, including to make, have

made, use, sell, offer to sell, import and export any Product, and to use, reproduce, make derivative works of, distribute, display and

perform any such Intellectual Property, or (B) the business of Apotex or any of its Affiliates (or any product or service thereof)

only as necessary for continuing to operate the Business and natural evolutions or organic growth thereof and to the extent any such

Licensed Business IP is used, implemented, incorporated, or otherwise exploited in connection therewith. At the Closing and otherwise

upon Apotex’s request, Cumberland shall deliver, and shall cause its Affiliates to deliver, to Apotex, copies and tangible embodiments

(if applicable) of all Licensed Business IP, in whatever form or medium.

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(g)            At

the Closing, Cumberland shall deliver or cause to be delivered to Apotex or its designee as set forth in writing all access and administrative

credentials (e.g., passwords, account names, keys, tokens) for all of the Internet domain names and social media handles and accounts

included in the Acquired Assets as set forth in Section 5.09(a)(iv) of the Disclosure Schedules.

Section 7.3             Bulk

Transfer Laws. Each Party hereby acknowledges that the other Party has not taken, and does not intend to take, any action required

to comply with the provisions of any so-called “bulk sale law”, “bulk transfer law” or similar laws of any jurisdiction

in connection with the sale of the Acquired Assets to Apotex. Nothing in this ‎Section 7.3 shall affect whether or not

any particular liability constitutes an Excluded Liability.

Section 7.4             Marketing

of Acquired Assets. From and after the Effective Date through the Closing Date, Cumberland shall maintain the Regulatory Registrations

and Regulatory Approvals for the Acquired Assets, and shall maintain the INDs, in good standing and in full force and effect, including

making all timely payments of fees (including any user fees required to be paid to FDA) and timely filing of all regulatory updates,

reports, acknowledgments and other similar submissions.

Section 7.5             Conduct

of Business Prior to the Closing. From the Effective Date until the earlier of the Closing or the termination of this Agreement in

accordance with its terms, except as (i) required by applicable Law or a Governmental Authority, (ii) expressly and specifically

required by any of the Transaction Documents, (iii) set forth in Section ‎7.5 of the Disclosure Schedules or (iv) consented

to in writing by Apotex in advance (which consent shall not be unreasonably withheld, conditioned or delayed), Cumberland shall, and

shall cause its Affiliates to, (1) conduct the Business and the Acquired Assets in the ordinary course of business consistent with

past practice and in compliance with applicable Laws and (2) use commercially reasonable efforts to preserve the business organization,

rights, goodwill, relationships and ongoing operations of Cumberland with respect to the Acquired Assets and the related customers, licensors,

licensees, suppliers, distributors and other material business relations of the Business. Without limiting the foregoing, from the Effective

Date until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, except as otherwise expressly

and specifically provided in this Agreement or consented to in writing by Apotex (which consent shall not be unreasonably withheld, conditioned

or delayed), Cumberland shall not, and shall cause its Affiliates not to, with respect to Acquired Assets:

(a)            waive

or release any material right or material claim arising out of or in connection with the Business or the Acquired Assets other than in

the ordinary course of business consistent with past practice;

(b)            distribute,

sell, assign, abandon, let lapse or expire, transfer, lease, convey, license (other than non-exclusive licenses granted in the ordinary

course of business consistent with past practice), pledge, encumber or otherwise dispose of any of the Acquired Assets other than (i) the

sale of Inventory or granting of non-exclusive licenses to Business IP to Cumberland Affiliates in the ordinary course of business consistent

with past practice; (ii) as necessary to comply with any Material Contract in effect as of the date hereof to which Cumberland or

an Affiliate thereof is a party and has been disclosed on the Disclosure Schedules; or (iii) the expiration of Intellectual Property

in accordance with its maximum statutory term under applicable Law;

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into, amend, waive, modify or terminate any Material Contract constituting an Acquired Asset, or consent to the entry, amendment, waiver,

modification or termination of any of Cumberland’s rights thereunder;

(d)            initiate,

settle, agree to settle, waive or compromise any material claim, action, suit, or proceeding related to the Acquired Assets or affecting

the Business;

(e)            permit

the lapse, abandonment, or expiration of any of the IP Rights necessary for or useful to the conduct of the Business as currently conducted,

other than (i) the expiration of IP Rights at the end of their respective maximum statutory term unless impacted by terminal disclaimers

under applicable Law, or (ii) the abandonment of immaterial IP Rights in the ordinary course of business;

(f)             fail

to take any commercially reasonable action reasonably necessary to protect or maintain the IP Rights that are necessary for or useful

to the continuation of the Business as presently conducted in all material respects;

(g)            disclose

any Know-How included in the Acquired Assets to any Person other than pursuant to (i) a written confidentiality and non-disclosure

agreement entered into in the ordinary course of business, (ii) as required by applicable Law provided that Cumberland undertakes

commercially reasonable efforts to ensure confidential protection for any disclosed Know-How in the Acquired Assets, or (iii) to

professional advisors on Law and Tax who are subject to confidentiality obligations or a professional duty not to disclose such Know-How

in the Acquired Assets;

(h)            terminate,

cancel, permit to lapse, amend, waive or modify any material approval or permit with respect to the Acquired Assets;

(i)             change

inventory levels of the Business in any manner (other than in the ordinary course of business consistent with past practice);

(j)             load

distribution channels of the Business inconsistent with past practice over the twelve (12) month period preceding the Effective Date

or engage in channel stuffing with respect thereto;

(k)            enter

into any Labor Agreement, or recognize or certify any labor union, labor organization, or group of employees as the bargaining representative

for any Business Employees;

(l)             implement

or announce any reductions in force affecting Business Employees;

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(m)           (i) increase

or otherwise change any compensation or benefits payable to any Business Employees or (ii) take any action to cause to accelerate

the payment, funding, right to payment or vesting of any compensation or benefits payable to any Business Employees;

(n)            hire,

promote or engage, or otherwise enter into any employment, consulting or other agreement, arrangement or commitment, with any Business

Employee, former employee, officer, director or other service provider (or any of their respective dependents or beneficiaries);

(o)            encourage

any Business Employee to reject an offer of employment by Apotex or its Affiliates;

(p)            waive

or release any noncompetition, nonsolicitation, nondisclosure or other restrictive covenant obligation of any Business Employee;

(q)            (i) make,

change or revoke any income or other material Tax election, (ii) file any income or other material amended Tax Return, (iii) settle

or compromise any Tax proceeding, (iv) enter into any closing (or similar) agreement with a Governmental Authority with respect

to Taxes; (v) request or consent to any extension or waiver of the limitation period applicable to any income or other material

Tax claim or assessment, or (vi) adopt or change any Tax accounting method, in each case, to the extent reasonably expected to adversely

affect Apotex or the Acquired Assets in a taxable period beginning after the Closing Date;

(r)            fail

to maintain or interfere with the Regulatory Registrations or Regulatory Approval of each Product;

(s)            fail

to maintain or interfere with the INDs;

(t)             terminate,

modify in any respect or fail to comply with the arrangements set forth on ‎Section 7.5(t) of the Disclosure Schedule;

(u)            agree

or commit to do any of the foregoing.

Section 7.6             Cooperation

and Commercially Reasonable Efforts. From the Effective Date until the earlier of the Closing Date or the termination of this Agreement

in accordance with its terms, subject to the terms and conditions of this Agreement, each of Cumberland and Apotex shall cooperate, and

shall use commercially reasonable efforts, to (i) take, or cause to be taken, all actions and (ii) do, or cause to be done,

all things necessary for it to do, under applicable Law to consummate and make effective the Transactions, including all actions and

all things necessary for it to (A) comply promptly with all applicable Law that may be imposed on it with respect to this Agreement

and the transactions contemplated hereby (which actions shall include furnishing all information required by applicable Law in connection

with approvals, reporting to, audits, or filings with, any Governmental Authority), (B) assist with meeting its obligations with

respect to filing true, accurate, and complete disclosures regarding the Transactions as required by applicable Laws and securities exchange

requirements and (C) obtain any consent, authorization, order or approval of, or any exemption by any Governmental Authority or

other public or private Third Party required to be obtained or made by Cumberland or Apotex in connection with the Transactions, in each

case, as soon as reasonably practicable following the date hereof; provided, however, that, except as otherwise set forth in this Agreement,

no Party shall have any obligation to pay money or make any concessions to obtain such consents. Subject to appropriate confidentiality

protections and applicable Law, each Party will furnish to the other Party such necessary information and reasonable assistance as such

other Parties may reasonably request in connection with the foregoing.

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Section 7.7             Employee

Covenants.

(a)            From

the Effective Date until thirty (30) days following the Closing, Cumberland shall make the Business Employees reasonably available to

Apotex for purposes of conducting interviews and shall reasonably cooperate with Apotex in connection with scheduling and conducting

such interviews. Apotex shall consult in good faith with Cumberland regarding the employment of all Business Employees for positions

with Apotex that are substantially similar in duties and responsibilities to their positions with the Business, and it is the intent

of the Parties that Apotex will use good faith efforts to extend offers of employment to all Business Employees (any such Business Employee

who receives an offer of employment from Apotex or its Affiliates, an “Offer Employee”). Within thirty (30) days following

the Closing, Apotex or one of its Affiliates shall extend a formal job offer letter to each Business Employee set forth on Section 7.7(a) of

the Disclosure Schedules (each, a “Designated Employee”) for a position that is substantially similar to such Designated

Employee’s position with Cumberland immediately prior to the Closing, to be performed in the same geographic location in which

such Designated Employee was employed by Cumberland immediately prior to the Closing, with base salary, incentive compensation, and employee

benefits generally consistent with Apotex’s policies and practices.

(b)            All

Designated Employees and any other Offer Employees that accept a position with Apotex or its Affiliates shall be terminated by Cumberland

or its applicable Affiliate effective no later than ten (10) Business Days following the date on which Apotex extends such offers.

Promptly following the Closing, Cumberland and its Affiliates shall fully and timely pay all accrued unused vacation and other paid time

off to each Designated Employee and each other Offer Employee that accepts a position with Apotex or its Affiliates, in each case to

the extent required by Law.

and its Affiliates agree that, notwithstanding the terms of any noncompetition, customer non-solicit, or other restrictive covenant obligation

between Cumberland and its Affiliates and a Designated Employee or any other Offer Employee that accepts a position with Apotex or its

Affiliates, such Designated Employee or other Offer Employee shall be permitted to provide services to Apotex and its Affiliates following

the Closing, and Cumberland and its Affiliates will not seek to enforce the terms of any such restrictive covenant following the Closing

with respect to such Designated Employee’s or such Offer Employee’s services to Apotex or its Affiliates.

(d)            During

the period prior to the Closing Date, Cumberland and its Affiliates shall use commercially reasonable efforts to make individual natural

person independent contractors related to the servicing of the Acquired Assets and engaged by Cumberland or its Affiliates available

to Apotex for the purpose of allowing Apotex or its Affiliates to interview each such contractor and determine the nature and extent

of each such person’s continuation with Apotex or its Affiliates, if any. Cumberland or its Affiliates shall provide to Apotex

or its Affiliates contact information for third-party service providers providing contingent personnel to service the Acquired Assets

and reasonably cooperate in identifying and transferring such contingent work force to the extent requested by Apotex or its Affiliates.

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Section 7.8             Government

Price Reporting.

(a)            For

three (3) years following the Closing, Cumberland will deliver to Apotex the following government price reporting information for

the Acquired Assets and Assumed Liabilities following the Closing: transactional detail that is necessary to perform post-Closing government

price calculations such as “Average Manufacturer Price” or “AMP” (as defined in 42 U.S.C. § 1396r-8(k)(1) and

42 C.F.R. § 447.500 et seq., as may be amended from time to time), Medicare Part B ASP (as defined in Section 1847A

of the Social Security Act and detailed in 42 CFR Part 414 Subpart J), “Best Price” (as defined in

42 U.S.C. § 1396r-8(c)(1)(C) (relating to the definition of Best Price) and 42 C.F.R. § 447.500 et

seq., as may be amended from time to time), and the “Non-Federal Average Manufacturer Price” or “Non-FAMP”

and “Federal Ceiling Price” or “FCP” (as such terms are defined in 38 U.S.C. § 8126(h)(5))

including:

(i)            with

respect to AMP and Best Price: (A) calendar quarter in which baseline AMP was established; (B) baseline AMP; (C) all other

baseline information submitted by Cumberland to the Centers for Medicare & Medicaid Services (“CMS”) in connection

with the Medicaid drug rebate program (including units per package size, market start date, etc.); and (D) transactional data

reasonably necessary for Apotex to calculate AMP and Best Price (inclusive of all commercial rebate and fee arrangements) for the quarters

and months (as applicable) beginning with the AMP and Best Price submissions due on or after the Closing Date;

(ii)            with

respect to the Veterans Health Care Act of 1992: (A) the applicable FCP (as such figure is calculated pursuant to 38 U.S.C. § 8126(a) and

the VA Master Agreement); (B) any commercial sales data reasonably necessary to perform quarterly and annual Non-FAMP calculations

and (C) any price lists applicable for purposes of sales under any applicable contract with the U.S. Department of Veterans Affairs

under Federal Supply Schedule 65IB for Drugs, Pharmaceuticals, & Hematology Related Products; and

(iii)            with

respect to Medicaid Drug Rebate Program, complete Medicaid Rebate Payment history including supporting payment documentation.

(b)            Apotex

acknowledges and agrees that it is responsible for submitting complete and accurate government price reporting calculations for applicable

Products, utilizing Apotex government pricing methodology, in a timely manner. During the term of the Transition Services Agreement,

Cumberland will assist Apotex so that it can be identified as a delegate in the Medicaid Drug Program System to report AMP and Best Price

directly to CMS for the applicable Products and Apotex will report AMP and Best Price directly to CMS via the Medicaid Drug Program System.

shall be responsible for and shall pay to the relevant Governmental Authority any rebates owed under the Medicaid drug rebate agreement,

Medicare Part D Coverage Gap Discount Agreement and any similar government agreements with respect to Products utilization after

the Closing Date as set forth in the Transition Services Agreement.

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(d)            If

applicable, Apotex shall be obligated to honor Cumberland calculated 340B Ceiling Price for all 340B Covered Entities as well as the

Federal Ceiling Price for the “Big Four” (Coast Guard, Department of Defense, Department of Veterans Affairs and the

Public Health Service) as well as any other entities entitled to purchase of the Federal Supply Schedule at the Federal Ceiling Price

or other discounted price applicable under a contract with the U.S. Department of Veterans Affairs under Federal Supply Schedule 65IB

for Drugs, Pharmaceuticals, & Hematology Related Products after the Closing Date.

(e)            During

the term of the Transition Services Agreement, Cumberland will cooperate with Apotex and assist and provide any other available information

required for compliance with government reporting, which may include information needed from pre-close periods.

(f)            Any

information or data delivered by Cumberland to Apotex pursuant to this Section 7.8 shall only be disclosed or published by

Apotex for the government price reporting purposes contemplated herein, and shall otherwise be treated as Confidential Information subject

to Section 11.3 of this Agreement.

Section 7.9             Regulatory

Matters.

(a)            Cumberland

shall use commercially reasonable efforts to assign to Apotex as of the Closing Date Cumberland’s right, title, and interest existing

in and to the approvals and permits of Governmental Authorities necessary for researching, developing, obtaining and maintaining the

Regulatory Registrations and Regulatory Approvals for, manufacturing, selling, licensing, marketing, promoting, commercializing, distributing,

exporting, importing or offering the Acquired Assets, that are freely transferable, and Apotex shall assume such right, title, obligations

and interest under said approvals and permits.

(b)            Apotex

and Cumberland shall promptly give written notice to the other upon becoming aware of any action by, or notification or other information

which it receives (directly or indirectly) from, any Governmental Authority (together with copies of correspondence related thereto),

which (A) raises any material concerns regarding the safety or efficacy of the Acquired Assets, (B) which indicates or suggests

a reasonably likely potential material liability for either Party to third parties arising in connection with the Acquired Assets, or

(C) which indicates a reasonable potential for a need to initiate a recall, market withdrawal or similar action; in each case with

respect to the Acquired Assets manufactured or sold by Cumberland on or prior to the Closing Date.

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Section 7.10           Exclusivity.

(a)            No

Solicitation or Negotiation. Subject to the terms of Section ‎7.10‎(b), immediately upon the execution of this

Agreement and until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Cumberland shall,

and shall cause its Subsidiaries, its Affiliates and its and their respective Representatives to, cease any and all existing activities,

discussions, or negotiations with any Person other than Apotex and its Affiliates and Representatives with respect to, and to deal exclusively

with Apotex and its Affiliates and Representatives regarding, any and all Acquisition Proposals and shall not, and shall not permit any

of its Affiliates, Subsidiaries, or Representatives to, directly or indirectly (i) solicit, initiate, encourage, entertain

or respond to any inquiries or proposals, discuss or negotiate with, provide any information to, consider the merits of any inquires

or proposals from, or otherwise engage in any negotiations, discussions, or other communications with, any Person (other than Apotex)

relating to any transaction or series of related transactions involving the direct or indirect purchase, license or other acquisition

by any Person or “group” (as defined pursuant to Section 13(d) of the Exchange Act) of Persons, in whole or in

part, of the Business, the Acquired Assets or the Products or that would otherwise compromise the ability of Cumberland to consummate

the Transactions (any such transaction described in this clause (i), an “Acquisition Transaction”), (ii) provide

or furnish information or documentation to any other Person with respect to the Business or the Acquired Assets or otherwise in furtherance

of any Acquisition Proposal; or (iii) enter into any letter of intent, arrangement, contract, agreement, understanding, or commitment

with any other Person in respect of any Acquisition Proposal (each, other than an Acceptable Confidentiality Agreement, an “Alternative

Transaction Agreement”). Cumberland agrees that the rights and remedies for noncompliance with this ‎Section 7.10

shall include having such provision specifically enforced by a court having equity jurisdiction, it being acknowledged that any such

breach or threatened breach would cause irreparable injury to Apotex and that money damages will not provide an adequate remedy to Apotex.

(b)            Fiduciary

Exceptions. Notwithstanding anything to the contrary set forth in Section ‎7.10‎(a) (but subject to the

provisos in this Section ‎7.10‎(b)), from the date of this Agreement until Cumberland’s receipt of the Requisite

Stockholder Approval, Cumberland and the Board may, directly or indirectly through one or more of their Representatives, participate

or engage in discussions or negotiations with, furnish any non-public information relating to Cumberland or its Subsidiaries to, or afford

access to the business, properties, assets, books, records or other non-public information, or to any personnel, of Cumberland or its

Subsidiaries, in each case pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made, renewed

or delivered to Cumberland, after the date of this Agreement, an unsolicited Acquisition Proposal that did not result from any breach

of this Section ‎7.10‎(b); provided, in each case, that the Board has determined in good faith (after consultation

with its financial advisor and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably

likely to lead to a Superior Proposal, and the Board has determined in good faith (after consultation with its financial advisor and

outside legal counsel) that the failure to take the actions contemplated by this Section ‎7.10‎(b) would be

inconsistent with its fiduciary duties pursuant to applicable Law; provided, further, that Cumberland promptly (and in

any event within twenty-four (24) hours), subject to applicable Law, makes available to Apotex any non-public information concerning

Cumberland or its Subsidiaries that is provided to any such Person or its Representatives that was not previously made available to Apotex.

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Change in Board Recommendation or Entry into an Alternative Transaction Agreement. Except as provided by Section ‎7.10‎(d),

at no time after the date hereof may the Board (or any committee thereof): (i) (A) withhold, withdraw, amend, qualify or modify,

or publicly propose to withhold, withdraw, amend, qualify or modify, the Board Recommendation in a manner adverse to Apotex; (B) publicly

adopt, approve, endorse, recommend or otherwise declare advisable an Acquisition Proposal; (C) fail to publicly reaffirm the Board

Recommendation within ten (10) Business Days after Apotex so requests in writing (it being understood that Cumberland will have

no obligation to make such reaffirmation on more than two separate occasions, plus one time more each time that an Acquisition Proposal

or material modification thereto shall have become publicly known); (D) make any recommendation in support of or fail to make a

recommendation against a tender or exchange offer that constitutes or would be reasonably likely to lead to an Acquisition Proposal,

other than a recommendation against such offer or a “stop, look and listen” communication by the Board (or a committee thereof)

to Cumberland’s Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar

communication); (E) fail to include the Board Recommendation in the Proxy Statement (any action described in clauses (A) through

(E), a “Board Recommendation Change”); or (ii) cause or permit Cumberland to enter into any

letter of intent, arrangement, contract, agreement, understanding, or commitment with any other Person in respect of any Acquisition

Proposal (other than an Acceptable Confidentiality Agreement in accordance with Section ‎7.10‎(b)).

(d)            Board

Recommendation Change; Entry into Alternative Transaction Agreement. Notwithstanding anything to the contrary set forth in this Agreement,

at any time prior to obtaining the Requisite Stockholder Approval:

(i)            the

Board (or a committee thereof) may effect a Board Recommendation Change pursuant to clause (A), (C) or (E) of

‎Section 7.10(c)(i) in response to any positive material event, change, effect, condition, occurrence or development

or material change in circumstances with respect to Cumberland and its Subsidiaries (taken as a whole) or the Business that was (A) not

actually known to, or reasonably foreseeable to, the Board as of the date hereof (or if known to the Board as of the date hereof, the

consequences of which were not known or reasonably foreseeable to the Board, as of the date hereof); and (B) does not relate to

any Acquisition Proposal; provided that in no event shall the following constitute or be taken into account in determining the existence

of an Intervening Event: (x) the mere fact, in and of itself, that Cumberland or the Business meets or exceeds any internal or published

or third party projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics for any

period ending on or after the date hereof; or (y) changes after the date hereof in the market price or trading volume of Company

Stock or the credit rating of Cumberland (it being understood that the underlying cause of any of the foregoing in clauses (x) or

(y) may be considered and taken into account) (each such event, an “Intervening Event”), if the Board

determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to do so would be

inconsistent with its fiduciary duties pursuant to applicable Law and if and only if:

(A)          Cumberland

has provided prior written notice to Apotex at least five (5) Business Days in advance to the effect that the Board (or a committee

thereof) has so determined and resolved to effect a Board Recommendation Change pursuant to this Section ‎7.10‎(d)‎(i),

which notice will specify the applicable Intervening Event in reasonable detail; and

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(B)           prior

to effecting such Board Recommendation Change Cumberland and its Representatives, during such five-Business Day period, must have negotiated

with Apotex and its Representatives in good faith (to the extent that Apotex requests to so negotiate) to make such adjustments to the

terms and conditions of this Agreement such that the Board no longer determines that the failure to make a Board Recommendation Change

in response to such Intervening Event would be inconsistent with its fiduciary duties pursuant to applicable Law; or

(ii)            if

Cumberland has received a bona fide Acquisition Proposal that the Board has determined in good faith (after consultation with its financial

advisor and outside legal counsel) constitutes a Superior Proposal, then the Board may (x) effect a Board Recommendation Change

with respect to such Acquisition Proposal and/or (y) authorize and cause Cumberland to terminate this Agreement and enter into an

Alternative Transaction Agreement with respect to such Acquisition Proposal, in each case if and only if:

(A)          the

Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to do so would

be inconsistent with its fiduciary duties pursuant to applicable Law;

(B)           Cumberland,

its Subsidiaries, and its and their respective Representatives have complied in all material respects with its obligations pursuant to

this Section ‎7.10 with respect to such Acquisition Proposal;

has provided prior written notice to Apotex at least five Business Days in advance (the “Notice Period”) to the

effect that the Board (or a committee thereof) has (1)  received a bona fide Acquisition Proposal that has not been withdrawn; (2) concluded

in good faith that such Acquisition Proposal constitutes a Superior Proposal; and (3) resolved to effect a Board Recommendation

Change or to terminate this Agreement pursuant to Section ‎10.1‎(g) absent any revision to the terms and conditions

of this Agreement, which notice will specify the basis for such Board Recommendation Change or termination, including the identity of

the Person or “group” of Persons making such Acquisition Proposal, the status of discussions relating to such Acquisition

Proposal, the material terms and conditions thereof and unredacted copies of all relevant written agreements (including, among others,

all financing commitments) relating to such Acquisition Proposal; (II) prior to effecting such Board Recommendation Change or termination,

Cumberland, during the Notice Period, must have negotiated with Apotex and its Representatives in good faith (to the extent that Apotex

requests to so negotiate) to make such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal would

cease to constitute a Superior Proposal; provided, however, that in the event of any material revisions, updates or supplements

to such Acquisition Proposal, Cumberland will be required to deliver a new written notice to Apotex and to comply with the requirements

of this Section ‎7.10‎(d)‎(ii)‎(C) with respect to such new written notice (it being understood that

the “Notice Period” in respect of such new written notice will be three (3) Business Days); and (III) at the end

of the applicable Notice Period, the Board determines in good faith (after taking into account any revisions to the terms and conditions

of this Agreement proposed by Apotex) that such Acquisition Proposal remains a Superior Proposal; and

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(D)          in

the event of any termination of this Agreement in order to cause or permit Cumberland to enter into an Alternative Transaction Agreement

with respect to such Acquisition Proposal which constitutes a Superior Proposal, Cumberland will have validly terminated this Agreement

in accordance with its terms.

(e)            Notice.

From the Effective Date until the earlier to occur of the termination of this Agreement pursuant to ‎ARTICLE X and the

Closing, Cumberland will promptly (and, in any event, within twenty-four (24) hours from the receipt thereof) notify Apotex in writing

if any inquiries, offers or proposals that constitute an Acquisition Proposal are received by Cumberland, its Subsidiaries, or its or

their respective Representatives or any non-public information is requested from, or any discussions or negotiations are sought to be

initiated or continued with, Cumberland, its Subsidiaries, or its or their respective Representatives with respect to an Acquisition

Proposal. Any such notice shall include (i) the identity of the Person or “group” of Persons making such offers or proposals

(unless, in each case, such disclosure is prohibited pursuant to the terms of any confidentiality agreement with such Person or “group”

of Persons that is in effect on the date of this Agreement) and (ii) a summary of the material terms and conditions of such offers

or proposals. Thereafter, Cumberland shall keep Apotex reasonably informed, on a prompt basis, of the status (and supplementally provide

the terms) of any such offers or proposals (including any amendments thereto) and the status of any such discussions or negotiations.

(f)            Certain

Disclosures. Nothing in this Agreement will prohibit Cumberland or the Board (or a committee thereof) from (i) taking and disclosing

to the Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9

promulgated under the Exchange Act, including a “stop, look and listen” communication by the Board (or a committee thereof)

to the Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication);

(ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person

of the existence of the provisions contained in this ‎Section 7.10; (iv) complying with Cumberland’s disclosure

obligations under U.S. federal or state Law with regard to an Acquisition Proposal; or (v) making any disclosure to the Stockholders

(including regarding the business, financial condition or results of operations of Cumberland and its Subsidiaries) unrelated to an Acquisition

Proposal that the Board (or a committee thereof) has determined to make in good faith; it being understood that (A) any such statement

or disclosure made by the Board (or a committee thereof) pursuant to this Section ‎7.10‎(f) must be subject

to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of Cumberland or the Board (or any

committee thereof) and the rights of Apotex under this Section ‎7.10, and (B) that nothing in the foregoing will

be deemed to permit Cumberland or the Board (or a committee thereof) to effect a Board Recommendation Change other than in accordance

with Section ‎7.10‎(d).

(g)            Breach

by Representatives. Cumberland agrees that any violation of this ‎Section 7.10 by any Representative of Cumberland

or any of its Subsidiaries will be deemed to be a breach of this ‎Section 7.10 by Cumberland. Cumberland shall not authorize,

direct or knowingly permit any consultant or employee of Cumberland or its Subsidiaries or Affiliates to violate this ‎Section 7.10,

and upon becoming aware of any violation or threatened violation of this ‎Section 7.10 by a consultant or employee of

Cumberland, shall use its commercially reasonable efforts to stop such violation or threatened violation.

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Section 7.11           Proxy

Statement and Other Required SEC Filings

(a)            Proxy

Statement. As promptly as reasonably practicable (but in no event later than twenty-five (25) days following the Effective Date),

Cumberland will prepare and file with the United States Securities and Exchange Commission (“SEC”) a preliminary proxy

statement relating to the Stockholder Meeting (as amended or supplemented, the “Proxy Statement”). Subject to

Section ‎7.10, the Proxy Statement will include the Board Recommendation, and the Board consents to such inclusion. Cumberland

will use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable, to

cause the Proxy Statement to comply as to form in all material respects with the applicable requirements of the Exchange Act and the

rules of the SEC and the NASDAQ, and take other actions to enable it to duly call and give notice of a Stockholder Meeting. Cumberland

may not file the Proxy Statement with the SEC without first providing Apotex and its counsel a reasonable opportunity to review and comment

thereon, and Cumberland will give due consideration to all reasonable additions, deletions or changes suggested thereto by Apotex or

its counsel. On the date of filing, the date of mailing to the Stockholders (if applicable) and at the time of the Stockholder Meeting,

the Proxy Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated

therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading.

Notwithstanding the foregoing, no covenant is made by Cumberland with respect to any information supplied by Apotex or any of its Affiliates

for inclusion or incorporation by reference in the Proxy Statement. Apotex shall cause the information relating to Apotex or any of its

Affiliates supplied by Apotex for inclusion in the Proxy Statement or any amendments or supplement thereto not to, at the date the Proxy

Statement is filed with the SEC or mailed to the stockholders of Cumberland or at the time of the Stockholder Meeting, or at the time

of any amendment or supplement thereof (except to the extent revised or superseded by amendments or supplements contemplated hereby),

contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order

to make the statements therein, in light of the circumstances under which they are made, not misleading. If there shall occur any event

that should be set forth in an amendment or supplement to the Proxy Statement, including correcting any information that has become false

or misleading in any material respect, Cumberland will promptly prepare and deliver to Apotex such an amendment or supplement. Cumberland

will timely notify its Stockholders once it is informed by the SEC staff that it does not plan to provide comments or it has no further

comments on the preliminary form of the proxy statement, and take all necessary action, including establishing a record date and completing

other actions required by the Exchange Act to permit the foregoing. The proxy statement shall include the notice of the Stockholder Meeting.

(b)            Consultation

Prior to Certain Communications. Cumberland and its Affiliates may not communicate in writing with the SEC or its staff with respect

to the Proxy Statement (including in response to any notice or request contemplated by ‎Section 7.11(c)), without first

providing Apotex and its Affiliates a reasonable opportunity to review and comment on such written communication, and Cumberland will

give due consideration to all reasonable additions, deletions or changes suggested thereto by Apotex and its Affiliates or its and their

respective counsel.

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Cumberland will advise Apotex, and supply Apotex with copies, promptly after it receives notice thereof, of (i) any receipt of a

request by the SEC or its staff for any amendment or revisions to the Proxy Statement; (ii) any receipt of comments from the SEC

or its staff on the Proxy Statement; or (iii) any receipt of a request by the SEC or its staff for additional information in connection

therewith. Without limiting the application of Section ‎7.11(b), Cumberland and Apotex, as applicable, shall use their

respective commercially reasonable efforts to respond to as promptly as practicable, and resolve, any comments or requests from the SEC

or its staff.

(d)            Dissemination

of Proxy Statement. Subject to applicable Law, Cumberland will use its commercially reasonable efforts to cause the Proxy Statement

to be disseminated to the Stockholders as promptly as reasonably practicable (and in any event within five (5) Business Days) following

the filing thereof with the SEC and confirmation from the SEC that it will not review, or that it has completed its review of, the Proxy

Statement, which confirmation will be deemed to occur if the SEC has not affirmatively notified Cumberland prior to the tenth calendar

day after initially filing the Proxy Statement that the SEC will or will not be reviewing the Proxy Statement.

Section 7.12           Stockholder

Meeting.

(a)            Broker

Search; Call of Stockholder Meeting. Subject to the provisions of this Agreement, Cumberland will, within five (5) Business

Days after the date of this Agreement, conduct a “broker search” in accordance with the Exchange Act and will take all action

necessary in accordance with the TBCA, the organizational documents of Cumberland and the rules of the NASDAQ to establish a record

date for (and Cumberland will not change the record date without the prior written consent of Apotex), duly call, give notice of, convene

and hold the Stockholder Meeting as promptly as reasonably practicable following the mailing of the Proxy Statement to the Stockholders

for the purpose of obtaining the Requisite Stockholder Approval. Subject to Section ‎7.10, and unless there has been

a Board Recommendation Change in compliance with Section ‎7.10, Cumberland will use its best efforts to solicit proxies

to obtain the Requisite Stockholder Approval. Unless there has been a Board Recommendation Change in accordance with Section ‎7.10),

obtaining the Requisite Stockholder Approval shall be the only matter (other than a customary adjournment proposal) that Cumberland shall

propose to be acted on by the Stockholders at the Stockholder Meeting without the prior written consent of Apotex (such consent not to

be unreasonably withheld, conditioned or delayed).

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(b)            Adjournment

of Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, Cumberland may (and, if requested by Apotex on

no more than two (2) occasions, shall for a reasonable period of time not to exceed ten (10) Business Days in the aggregate)

postpone or adjourn the Stockholder Meeting if (i) there are holders of an insufficient number of shares of the Company Stock present

or represented by proxy at the Stockholder Meeting to constitute a quorum at the Stockholder Meeting; (ii) to allow reasonable additional

time for any supplemental or additional disclosure required to be disseminated to the Stockholders to be so disseminated and reviewed

by the Stockholders; (iii) Cumberland is required to postpone or adjourn the Stockholder Meeting by applicable Law, Order or a request

from the SEC or its staff; or (iv) to allow additional solicitation of votes, if proxies granted by the time of the Stockholder

Meeting are insufficient to obtain the Requisite Stockholder Approval; provided that in no event shall Cumberland postpone or

adjourn the Stockholder Meeting more than two times pursuant to clauses (i) or (iv) or for an aggregate

period of time in excess of thirty (30) days from the date on which the Stockholder Meeting was originally scheduled, in each

case without the prior written consent of Apotex (which consent will not be unreasonably withheld, conditioned or delayed). In the event

that the date of the Stockholder Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, Cumberland

agrees that, without the prior written consent of Apotex (which consent will not be unreasonably withheld, conditioned or delayed), it

shall use commercially reasonable efforts to implement such adjournment or postponement or other delay in such a way that Cumberland

does not establish a new record date for the Stockholder Meeting, as so adjourned, postponed or delayed, except as required by applicable

Law. Unless this Agreement is validly terminated in accordance with Article ‎X, Cumberland will submit this Agreement

and the transactions contemplated hereby to the Stockholders at the Stockholder Meeting even if the Board (or a committee thereof) has

effected a Board Recommendation Change.

Section 7.13           Wrong

Pockets. For a period of up to three (3) years after the Closing Date, if either Apotex or Cumberland becomes aware that any

of the Acquired Assets or any other asset primarily related to the Products or the Business has not been transferred to Apotex or that

any of the Excluded Assets has been transferred to Apotex, it shall promptly notify the other and the Parties shall, as soon as reasonably

practicable and, subject to ‎Section 4.3, ensure that such property is transferred, and with any necessary prior third-party

consent or approval, to:

(a)            Apotex,

in the case of any such assets which was not transferred to Apotex at the Closing (and until such time as such assets are transferred

to Apotex, Cumberland and each of its applicable Affiliates shall hold such assets in trust on behalf of the Business, and Cumberland,

on behalf of itself and its applicable Affiliates, hereby grants and hereby causes each of its Affiliates to grant, to Apotex and its

Affiliates, effective as of the Closing, a worldwide, fully paid-up, royalty-free, irrevocable, non-terminable, perpetual, transferable,

exclusive license under and to such assets for any and all uses, with the right to sublicense (through one or multiple tiers)); or

(b)            Cumberland,

in the case of any Excluded Asset which was transferred to Apotex at the Closing.

Parties acknowledge and agree there is no right of offset regarding any transfer contemplated by this ‎Section 7.13,

each such transfer shall occur for no additional consideration and a Party may not withhold any asset to be transferred pursuant to this

‎Section 7.13 in the event there is a dispute regarding any other issue under this Agreement or under any Transaction

Document.

Section 7.14           Payments

from Third Parties. Except as expressly provided in any Transaction Document, in the event that, on or after the Closing Date, either

Party shall receive any payments or other funds due to the other pursuant to the terms of this Agreement or of any Transaction Document,

then the Party receiving such funds shall promptly forward such funds to the proper Party. The Parties acknowledge and agree there is

no right of offset regarding such payments and a party may not withhold funds received from third parties for the account of the other

Party in the event there is a dispute regarding any other issue under this Agreement or of any Transaction Document.

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Section 7.15           Notice

of Certain Events.

(a)            From

the Effective Date until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Cumberland

shall promptly notify Apotex of any of the following:

(i)            any

written notice from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, if

the failure to obtain such consent would, individually or in the aggregate, reasonably be expected to be materially adverse to consummation

of the Transactions; and

(ii)           any

damage or destruction by fire or other casualty of any material Asset or part thereof; provided, however, that the delivery

of any notice pursuant to this Section shall not limit or otherwise affect the remedies available hereunder to Apotex.

(b)            Each

Party shall promptly notify the other Party of any written notice or communication received by such Party from any Governmental Authority

in connection with the Transactions to the extent permitted by applicable Law.

Section 7.16           Tax

Matters.

(a)            All

Conveyance Taxes shall be borne 100% by Apotex. The Person required by applicable Law to file any Tax Returns reporting any Conveyance

Taxes shall prepare and file such Tax Returns and the other Party shall reasonably cooperate therewith. Apotex and Cumberland agree to

use commercially reasonable efforts, to the extent otherwise consistent with this Agreement, to reduce or eliminate any Conveyance Taxes

(including by completing and executing any documents or other certificates that would reduce or eliminate any Conveyance Taxes).

(b)            Apotex

and Cumberland shall use their commercially reasonable efforts to cooperate, as and to the extent reasonably requested by the other Party,

in connection with the preparation and filing of Tax Returns and any action, audit, litigation, or other proceeding with respect to Taxes,

in each case with respect to the Acquired Assets or Assumed Liabilities; provided that in providing such information, assistance

and access, each Party shall be entitled to redact information that is not related to the Acquired Assets.

Taxes attributable to a Straddle Period required to be apportioned under this Agreement shall be apportioned as follows: (a) the

amount of property, ad valorem, and other periodic Taxes allocable to the Pre-Closing Tax Period shall be equal to (i) the amount

of such Taxes for the entire Straddle Period multiplied by (ii) a fraction, the numerator of which is the number of calendar days

during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the

entire Straddle Period; and (b) all Taxes not allocated under clause (a) shall, if applicable, be allocated to

the Pre-Closing Tax Period on the basis of a “closing of the books,” as if such taxable period ended as of the end of the

day on the Closing Date; provided that, exemptions, allowances or deductions that are calculated on an annual basis (including

depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after

the Closing Date in proportion to the number of calendar days in each period (other than for property placed in service after the Closing

Date).

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Section 7.17           Restrictive

Covenants.

(a)            Apotex

Employee Non-Solicitation/Non-Hire. From and after the Closing Date, Cumberland shall not, and shall cause each of its Subsidiaries

to not, for a period of eighteen (18) months after the Closing Date, directly or indirectly, (i) encourage, induce, or solicit any

Transferred Business Employee to leave employment with Apotex or any of its Affiliates or (ii) hire, employ, or attempt to hire

or employ any Transferred Business Employee; provided, that the foregoing clause (i) shall not preclude Cumberland

or any of its Subsidiaries from (A) posting a general solicitation through a public medium or general or mass mailing by or on behalf

of Cumberland or any of its Subsidiaries, as applicable, that is not targeted at employees of Apotex or its Affiliates or any Transferred

Business Employee or (B) soliciting any terminated employee of Apotex or its Affiliates so long as such former employee has been

terminated from employment with Apotex or its Subsidiaries or Affiliates for more than twelve (12) months.

(b)            Cumberland

Employee Non-Solicitation/Non-Hire. From and after the Closing Date, Apotex shall not, and shall cause each of its Subsidiaries to

not, for a period of eighteen (18) months after the Closing Date, directly or indirectly, (i) encourage, induce, or solicit any

employee of Cumberland with whom Apotex and its Subsidiaries have had material interactions in connection with the Transactions and that

is not a Transferred Business Employee to leave employment with Cumberland or any of its Affiliates or (ii) hire, employ, or attempt

to hire or employ any such employee of Cumberland that is not a Transferred Business Employee; provided, that the foregoing clause (i) shall

not preclude Apotex or any of its Subsidiaries from (A) posting a general solicitation through a public medium or general or mass

mailing by or on behalf of Apotex or any of its Subsidiaries, as applicable, that is not targeted at employees of Cumberland or its Affiliates

or (B) soliciting any terminated employee of Cumberland or its Affiliates so long as such former employee has been terminated from

employment with Cumberland or its Subsidiaries or Affiliates for more than twelve (12) months.

Relations Non-Interference. For a period of four (4) years after the Closing Date, Cumberland shall not, and it shall each cause

its Subsidiaries and Affiliates to not, directly or indirectly through a third party (i) induce or attempt to induce such Person

to cease doing business with Apotex or any of its Affiliates with respect to the Products, or (ii) in any way intentionally interfere

with the relationship between any such customer, supplier, licensee, licensor or other business relation of Apotex or any of its Affiliates

with respect to the Products in a manner harmful to Apotex or any of its Affiliates.

(d)            Competing

Products. For a period of four (4) years after the Closing Date, Cumberland shall not, and shall cause its Subsidiaries and

Affiliates to not, (i) engage in any business in the Territory that manufactures, promotes, markets, distributes, commercializes,

imports, exports or sells any products that compete with the Products, or (ii) grant any rights to or enter into any arrangement

with a third party to launch, manufacture, promote, market, distribute, commercialize, import, export or sell a product that competes

with the Products in the Territory; provided that nothing herein shall prohibit Cumberland or any of its Affiliates from (A) being

a passive owner of not more than 5% of the outstanding equity securities of any class of a Person so long as none of Cumberland nor any

of its Affiliates has any active participation in the business of such Person or (B) performing its obligations under the Transition

Services Agreement.

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(e)            Non-Disparagement.

For a period of three (3) years after the Closing Date, Cumberland shall not, and shall cause its Affiliates not to, directly or

indirectly, make any disparaging statement concerning the Business, the Products or the Acquired Assets.

(f)            Certain

Acknowledgements. Cumberland agrees and acknowledges that Cumberland and its Affiliates are familiar with the trade secrets and other

information of a confidential or proprietary nature of the Business, the Products and the other Acquired Assets, and their respective

business relations. Cumberland also agrees and acknowledges that Apotex, its Affiliates, the Business, the Products and the other Acquired

Assets would be irreparably damaged if Cumberland or its Affiliates were to provide products or services or to otherwise engage in any

activity in violation of this Section ‎7.17 and that any such action would result in a significant loss of goodwill by

Apotex and its Affiliates in respect of such businesses. Cumberland agrees and acknowledges that the covenants and agreements set forth

in this Section ‎7.17 were a material inducement to Apotex to enter into this Agreement and to perform its obligations

hereunder, and that Apotex and its Affiliates would not obtain the benefit of the bargain set forth in this Agreement as specifically

negotiated by the parties if Cumberland or its Affiliates breached any of the provisions of this Section ‎7.17 with respect

to the Products in the Territory. Cumberland acknowledges and agrees that the promises and restrictive covenants that Cumberland and

its Affiliates are providing in this Section ‎7.17 are reasonable with respect to period, geographical area and scope

and are necessary for the protection of legitimate interests in Apotex’s investment in the Business, the Products and the other

Acquired Assets (including customer relationships, trade secrets and goodwill) pursuant to this Agreement, and that such limitations

would not impose any undue burden upon Cumberland or its Affiliates. In the event that any such period, geographical area or scope limitation

is deemed to be invalid, prohibited or unenforceable by a court of competent jurisdiction, Apotex and Cumberland agree to the reduction

of any or all of said period, geographical area or scope limitations to such a period, geographical area or scope as said court shall

deem reasonable or enforceable under the circumstances. If such partial enforcement is not possible in such jurisdiction, the provision

shall be deemed severed as to such jurisdiction, and the remaining provisions of this Section ‎7.17 shall remain in full

force and effect. Cumberland acknowledges and agrees that irreparable injury will result to Apotex, the Business, the Products or the

other Acquired Assets if Cumberland or its Affiliates breaches any of the terms of this Section ‎7.17, and that in the

event of Cumberland’s or its Affiliates’ actual or threatened breach of any of the provisions contained in this Section ‎7.17,

Apotex will have no adequate remedy at law. Cumberland accordingly agrees that in the event of any actual or threatened breach by Cumberland

or its Affiliates of any of the provisions contained in this Section ‎7.17, Apotex shall be entitled to such injunctive

and other equitable relief as may be deemed necessary or appropriate by a court of competent jurisdiction without proving the inadequacy

of a remedy at law or irreparable harm and without the requirement to post a bond with respect thereto. Nothing contained herein shall

be construed as prohibiting Apotex from pursuing any other remedies available to it for such breach or threatened breach, including the

recovery of any damages which it is able to prove. In addition, because the protection of the goodwill of the Business requires that

Cumberland comply with the covenants in this Section ‎7.17 for the full periods of restriction discussed herein, Cumberland

agrees that, if it is determined by a court of competent jurisdiction that Cumberland has breached this Section ‎7.17,

any such period will be extended for a period of time (if any) equal to the time period that Cumberland is determined by such court of

competent jurisdiction to have breached any of the covenants in this Section ‎7.17, such that Cumberland is ultimately

foreclosed from engaging in the restricted activities under this Section ‎7.17 for a time period equal to the full periods

of restriction. Cumberland shall be liable for any breaches of this Section ‎7.17 by any of its Affiliates and Representatives.

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Section 7.18           Access

and Reports. From the Effective Date until the Closing or the earlier termination of this Agreement in accordance with its terms,

upon reasonable prior written notice from Apotex, subject to applicable Law, Cumberland shall afford Apotex’s officers and other

authorized Representatives reasonable access, during normal business hours throughout the period prior to the Closing, to the Business’

and Cumberland’s officers, employees, properties, facilities, books, records, ledgers, financial statements, tangible data, disks,

tapes, other media-storing data and files or other similar information, whether in hardcopy or computer format (or any other format)

and whether stored in network facilities or otherwise, and Transferred Contracts, and any other contracts, documents, information and

data to the extent (and only to the extent) related to the Acquired Assets, the Assumed Liabilities or the Business; and, during such

period, Cumberland shall furnish promptly to Apotex all information concerning the Business as may reasonably be requested; provided,

that, the foregoing shall not require Cumberland (i) to permit any inspection, or to disclose any information, that in the reasonable

judgment of Cumberland, upon the reasonable advice of its counsel, would result in the disclosure of any trade secrets or violate any

of its obligations with respect to confidentiality; (ii) to permit any inspection, or to disclose any information that exclusively

relates to the Excluded Assets; (iii) to provide any access or furnish any information that, upon the commercially reasonable advice

of Cumberland’s counsel, would be in violation of applicable Law; or (iv) to disclose any information that, upon the reasonable

advice of Cumberland’s counsel, would jeopardize any attorney-client or other legal privileges; provided, further, that Cumberland

shall use commercially reasonable efforts to provide access to such information in a manner that would not result in disclosure of trade

secrets, violate confidentiality obligations, violate applicable Laws or destroy attorney-client or other legal privileges. All requests

for access or information made pursuant to this Section ‎7.18 shall be directed to an officer of Cumberland, or other

Person designated by Cumberland. All such information shall be governed by the terms of the Confidentiality Agreement, which (subject

to Section ‎11.3(a)) shall survive the execution and delivery of this Agreement.

Section 7.19           Vibativ

Award Milestone. In the event that, (a) prior to the two (2) year anniversary of the Closing, either Apotex or its Affiliates

is awarded a Contract by the U.S. Department of Health and Human Services (or any division thereof) for the supply of Vibativ (as described

in Annex 2.1(A)) for the uses set forth on Section 7.19 of the Disclosure Schedules (the “Vibativ Contract”)

(the “First Vibativ Milestone”) and (b) prior to the ten (10) year anniversary of the Closing, Apotex and

its Affiliates realize cumulative net sales in excess of $100 million pursuant to the Vibativ Contract (the “Second Vibativ

Milestone” and, together with the First Vibativ Milestone, the “Vibativ Milestones”), then no later than

thirty (30) days following Apotex’s good faith determination and delivery of notice to Cumberland that the Second Vibativ Milestone

has been achieved, Apotex shall pay to Cumberland an amount equal to the Vibativ Milestone Payment Amount by wire transfer of immediately

available funds to the account(s) designated by Cumberland not less than two (2) Business Days prior to such date. In the event

that the First Vibativ Milestone is achieved, within thirty (30) days following each one-year anniversary of the Closing subsequent to

the achievement of the First Vibativ Milestone, Apotex shall provide Cumberland with a detailed report of cumulative net sales under

the Vibativ Contract, until the earlier of (i) the achievement of the Second Vibativ Milestone or (ii) the ten-year anniversary

of the Closing.

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Section 7.20           Delivery

of Certain Work Product. The Parties acknowledge and agree that the failure of Cumberland to deliver to Apotex the Cumberland Work

Product at or prior to the Closing shall not, in and of itself, be deemed to be a failure of Cumberland to cause the conditions to Closing

set forth in Section 8.1 to be satisfied; provided that, in the event that Cumberland fails to deliver to Apotex all

such Cumberland Work Products at the Closing, Cumberland shall promptly and, in no event later than ninety (90) days following the Closing,

deliver to Apotex all such Cumberland Work Product that was not delivered to Apotex at the Closing.

Section 7.21           Lien

Releases. Cumberland shall, prior to Closing, (a) obtain from each holder of indebtedness of Cumberland and its Affiliates a

payoff letter (or release letter or other similar agreement) which shall be in form and substance reasonably satisfactory to Apotex and

which shall (i) provide that any lien on the Acquired Assets securing any borrowings, guarantees and other obligations in respect

of such indebtedness shall be unconditionally released upon the occurrence of the Closing and (ii) include as attachments, where

appropriate, customary releases and/or terminations of all security interests (including UCC-3 termination statements, mortgage releases

and terminations and releases of USPTO and USCO security interest filings or similar releases in any relevant jurisdiction) against the

Acquired Assets with respect to such indebtedness, and which authorize the filing of such terminations and releases and which when filed

will release and satisfy any and all recorded Encumbrances on the Acquired Assets (collectively, the “Lien Release Letters”),

(b) provide Apotex with a copy of such Lien Release Letters at least five (5) Business Days prior to the Closing Date, and

(c) pay any and all such amounts due and payable under such Lien Release Letters and file all such UCC-3 termination statements,

mortgage releases and terminations and releases of USPTO and USCO and other security interest filings necessary to release any and all

Encumbrances on the Acquired Assets effective as of or prior to the Closing.

ARTICLE VIII

CONDITIONS TO CLOSING

Section 8.1             Conditions

to Obligations of Apotex. The obligations of Apotex to consummate the Closing shall be subject to the fulfillment or Apotex’s

waiver, at or prior to the Closing, of each of the following conditions:

(a)            (i) Each

of the representations and warranties of Cumberland contained in Article ‎V (other than those representations and warranties

addressed in clauses (ii), (iii) and (iv) of this Section ‎8.1‎(a)) shall be true

and correct (without giving effect to any “materiality”, “material Adverse Effect” or similar qualifiers therein)

as of the Effective Date and as of the Closing Date as though made on the Closing Date, except to the extent that any failure to be so

true and correct would not, individually or in the aggregate, have a Material Adverse Effect (other than any such representations and

warranties made as of a specific date, which such representations and warranties shall have been true and correct as of such date, except

to the extent that any failure to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect);

(ii) each of the Cumberland Fundamental Representations (other than those representations and warranties addressed in clause

(iv) of this Section ‎8.1‎(a)) shall be true and correct in all material respects (without giving effect

to any “materiality”, “Material Adverse Effect” or similar qualifiers therein) as of the Effective Date and as

of the Closing Date as though made on the Closing Date (other than any such representations and warranties made as of a specific date,

which such representations and warranties shall have been true and correct in all material respects as of such date); (iii) the

representations and warranties contained in Section ‎5.9‎(b) shall be true and correct in all respects as of

the Effective Date and as of the Closing Date as though made on the Closing Date; and (iv) each of the Cumberland Fundamental Representations

in Section ‎5.1 and Section ‎5.5‎(a) shall be true and correct in all respects (without giving

effect to any “materiality”, “Material Adverse Effect” or similar qualifiers therein) other than de minimis

inaccuracies as of the Effective Date and as of the Closing Date as though made on the Closing Date, other than any such Cumberland Fundamental

Representations made as of a specific date, which such representations and warranties shall have been true and correct in all respects

other than de minimis inaccuracies as of such date.

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(b)            Cumberland

shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement

to be performed or complied with prior to or on the Closing Date.

shall have delivered to Apotex a certificate dated as of the Closing Date and duly executed by an executive officer of Cumberland certifying

that each of the conditions set forth in Section ‎8.1‎(a), Section ‎8.1‎(b) and Section ‎8.1‎(d) has

been satisfied in all respects as of the Closing.

(d)            There

shall not have occurred a Material Adverse Effect.

(e)            Receipt

of any and all required approvals of Governmental Authorities as set forth on Section ‎8.2‎(d) of the Disclosure

Schedules.

(f)            Cumberland

shall have obtained and delivered, in form and substance reasonably satisfactory to Apotex, written consent from, or evidence of notice

to, as applicable, the applicable counterparty as required for the assignment and assumption by Apotex (or its designated Affiliate)

of each Material Contract or other Acquired Asset set forth on Section 8.1(f) of the Disclosure Schedules.

(g)            Requisite

Stockholder Approval shall have been obtained.

(h)            There

shall not be any applicable Law in effect prohibiting the consummation of the Transactions or any Action pending before any Governmental

Authority that, if adversely determined, would prohibit the consummation of the Transactions.

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Section 8.2             Conditions

to Obligations of Cumberland. The obligations of Cumberland to consummate the Closing shall be subject to the fulfillment or Cumberland’s

waiver, at or prior to the Closing of each of the following conditions:

(a)            The

representations and warranties of Apotex contained in Article ‎VI shall be true and correct (without giving effect to

any “materiality,” “in all material respects,” “Material Adverse Effect” or other materiality-based

qualifiers therein) in all material respects as of the Closing Date with the same effect as though made at and as of such date (except

those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects

as of that specified date).

(b)            Apotex

shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement

be performed or complied with by it prior to or on the Closing Date.

shall have delivered to Cumberland a certificate dated as of the Closing Date and duly executed by an executive officer of Apotex certifying

that each of the conditions set forth in ‎Section 8.2(a) and ‎Section 8.2(b) has been satisfied

in all respects as of the Closing.

(d)            Receipt

of any and all required approvals of Governmental Authorities as set forth on Section ‎8.2‎(d) of the Disclosure

Schedules.

(e)            Requisite

Stockholder Approval shall have been obtained.

(f)            There

shall not be any applicable Law in effect prohibiting the consummation of the Transactions or any Action pending before any Governmental

Authority that, if adversely determined, would prohibit the consummation of the Transactions.

ARTICLE IX

INDEMNIFICATION

Section 9.1             Survival.

(a) The representations and warranties of Cumberland set forth in this Agreement (other than the Cumberland Fundamental Representations,

the Cumberland Sufficiency Representations and the representations set forth in Section ‎5.16 (Taxes)), and any

corresponding indemnification obligations, shall survive until 11:59 pm. (Prevailing Central Time) on the date that is twelve (12) months

following the Closing Date (the date of expiration of such period, the “Expiration Date”); (b) the Cumberland

Fundamental Representations, the Cumberland Sufficiency Representations and the representations set forth in Section ‎5.16

(Taxes) and, in each case, any corresponding indemnification obligations, shall survive until sixty (60) days following the expiration

of the applicable statute of limitations; (c) the representations and warranties of Apotex set forth in this Agreement (other than

the Apotex Fundamental Representations), and any corresponding indemnification obligations, shall survive until 11:59 p.m. (Prevailing

Central Time) on the Expiration Date; (d) the Apotex Fundamental Representations, and any corresponding indemnification obligations,

shall survive until sixty (60) days following the expiration of the applicable statute of limitations; provided, that all representations

and warranties of Cumberland or Apotex and corresponding indemnification obligations shall survive beyond the Expiration Date or other

survival periods specified above with respect to any inaccuracy therein or breach thereof if a claim is made hereunder prior to the expiration

of the applicable survival period for such representation and warranty, in which case such representation and warranty and corresponding

indemnification obligations shall survive as to such claim until such claim has been finally resolved. Notwithstanding the foregoing,

(i) each covenant of Cumberland or Apotex contained herein which, by its terms, is required to be performed prior to the Closing

shall terminate at the Closing and (ii) each covenant of Cumberland or Apotex contained herein which, by its terms, is required

to be performed after the Closing shall survive the Closing and will remain in full force and effect thereafter until fully performed.

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Section 9.2             Indemnification

by Cumberland. Subject to Section 9.4, Cumberland hereby agrees that, from and after the Closing Date, Cumberland shall

indemnify and hold harmless Apotex and its Affiliates and their respective successors and permitted assigns and each of their respective

directors, officers, agents and employees (the “Apotex Indemnified Parties”) against, and hold them harmless from,

and pay and reimburse such parties for, any Losses, without duplication, to the extent such Losses result or arise from or in connection

with:

(a)            the

ownership and operation of the Acquired Assets by Cumberland and the research, development, obtaining and maintaining regulatory approvals

for, manufacture, sale, licensure, marketing, promotion, commercialization, distribution, exportation, importation or offering of the

Products and INDs by Cumberland through the Closing Date (in each instance including actions taken by licensees of Cumberland or its

Affiliates);

(b)            any

breach of any representation or warranty of Cumberland contained in this Agreement or the certificate delivered pursuant to ‎Section 8.1(c);

breach of, default in, or failure to perform, any of the covenants given or made by Cumberland in this Agreement, the IP Assignment Agreement

or the Bill of Sale and Assignment and Assumption Agreement;

(d)            any

and all Excluded Assets and Excluded Liabilities; or

(e)            any

business(es) of Cumberland other than the Business.

Section 9.3             Indemnification

by Apotex. Subject to Section 9.4, Apotex hereby agrees that, from and after the Closing Date, Apotex shall

indemnify and hold harmless Cumberland and its Affiliates and their respective successors and permitted assigns and each of their respective

directors, officers, agents and employees (the “Cumberland Indemnified Parties”) against, and hold them harmless

from, and pay and reimburse such parties for, any Losses, without duplication, to the extent such Losses result or arise from or in connection

with:

(a)            the

ownership and operation of the Acquired Assets by Apotex and the research, development, obtaining and maintaining Regulatory Registrations

and Regulatory Approvals for, manufacture, sale, licensure, marketing, promotion, commercialization, distribution, exportation, importation

or offering of the Products and INDs by Apotex after the Closing Date;

(b)            any

breach of any representation or warranty of Apotex contained in this Agreement or the certificate delivered pursuant to ‎Section 8.2(c);

Page 56 of 71

breach of, default in, or failure to perform, any of the covenants given or made by Apotex in this Agreement, the IP Assignment Agreement

or the Bill of Sale and Assignment and Assumption Agreement; or

(d)            any

and all Assumed Liabilities.

Section 9.4             Limitations.

(a)            Subject

to the last sentence of Section ‎9.4‎(d), the aggregate amount the Apotex Indemnified Parties, as a group, may recover

under ‎Section 9.2(b) (other than in respect of the Cumberland Fundamental Representations, the Cumberland Sufficiency

Representations and the representations set forth in Section ‎5.16 (Taxes)) shall be limited to a dollar amount

equal to ten percent (10%) of the Purchase Price (the “General Cap”). Notwithstanding anything to the contrary

set forth herein, the foregoing provisions of this Section ‎9.4‎(a) will not apply in respect of claims for

breach of any Cumberland Fundamental Representations, the Cumberland Sufficiency Representations or the representations set forth in

Section ‎5.16 (Taxes)); provided, that in no event shall the aggregate liability of Cumberland in respect of claims

for indemnification pursuant to ‎Section 9.2(b) and ‎Section 9.2(c) exceed the Purchase Price,

subject to the last sentence of Section ‎9.4‎(d).

(b)            Subject

to the last sentence of Section ‎9.4‎(d), the aggregate amount the Cumberland Indemnified Parties, as a

group, may recover under ‎Section 9.3(b) shall be limited to a dollar amount equal to the General Cap. Notwithstanding

anything to the contrary set forth herein, in no event shall the aggregate liability of Apotex in respect of claims for indemnification

pursuant to ‎Section 9.3(b) and ‎Section 9.3(c) exceed the Purchase Price, subject to the last

sentence of Section ‎9.4‎(d).

amount of any Losses for which either Cumberland or Apotex, as the case may be, is liable under this Article ‎IX

shall be reduced by any amounts an Indemnified Party actually received (net of any costs of recovery, taxes and increased premiums) from

any Third Party (whether before or after the Indemnifying Party shall have made a payment to any Indemnified Party hereunder), and the

Indemnified Party shall promptly notify the Indemnifying Party and provide such information as the Indemnifying Party may require relating

to any such recovery by the Indemnified Party in connection therewith. In any case where an Indemnified Party recovers any amount contemplated

by the immediately preceding sentence in respect of a matter for which such Indemnified Party was previously indemnified pursuant to

this Article ‎IX, in each case to the extent not already taken into account pursuant to this Section ‎9.4,

such Indemnified Party shall promptly (and in any event within ten (10) Business Days after receipt)) pay over to the applicable

Indemnifying Party an amount equal to the amount which, had such insurance or other recovery been made by such Indemnified Party prior

to being indemnified hereunder, such Indemnified Party would not have been entitled to receive from the Indemnifying Party pursuant to

the terms of the immediately preceding sentence (net of any costs of recovery, taxes and increased premiums), but not in excess of the

sum of any amount previously so paid to or on behalf of such Indemnified Party in respect of such matter.

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(d)            Subject

to the last sentence of this Section ‎9.4‎(d), from and after the Closing, the rights of the Apotex Indemnified

Parties and the Cumberland Indemnified Parties under this Article ‎IX shall be the sole and exclusive remedy of the Apotex Indemnified

Parties and the Cumberland Indemnified Parties, as the case may be, with respect to any and all matters arising out of, related to or

in connection with this Agreement and the Transactions. In furtherance of the foregoing, from and after the Closing, except in the case

of Fraud, each Party (on behalf of itself and its Affiliates) hereby waives, to the fullest extent permitted by Law, any and all rights,

claims and causes of action such Party may have against the other Parties or any of their respective Affiliates arising under or based

upon this Agreement, other than pursuant to this ‎ARTICLE IX or any right or permitted claim under the Transition Services

Agreement. Notwithstanding anything in this Agreement to the contrary, (i) nothing in this Agreement shall limit the liability of,

and this Article ‎IX shall not be the sole and exclusive remedy of, any Person in connection with any claim of Fraud

and (ii) nothing in this Agreement shall be deemed a waiver by any Party of, or any limitation on, any right or permitted claim

under the Transition Services Agreement.

(e)            No

Indemnifying Party shall be obligated to indemnify any Indemnified Party with respect to claims under ‎Section 9.2(b) or

Section ‎9.3(a) unless and until the aggregate amount of Losses from all claims under Section ‎9.2(b) or

Section ‎9.3(a), as applicable, exceeds $1,000,000 in the aggregate (the “Deductible”), and then

only to the extent such aggregate amount exceeds the Deductible. In addition, no Indemnified Party shall be entitled to recover for any

Losses under ‎Section 9.2(b) or Section ‎9.3(a) that arises from any individual item, occurrence

or circumstance or related group of events thereof unless and until the amount of all Losses resulting from such individual item, occurrence

or circumstance or related group of events thereof exceeds $50,000 (the “De Minimis Threshold”), but

any Losses below the De Minimis Threshold shall be taken into account for purposes of determining whether the Deductible has been exceeded.

(f)            Neither

the Apotex Indemnified Parties nor the Cumberland Indemnified Parties shall be entitled to recover for the same Loss more than

once under this Article ‎IX or otherwise under this Agreement (or any other Transaction Document) even if a claim for

indemnification or otherwise in respect of such Loss has been made as a result of a breach of more than one covenant, agreement or representation

or warranty contained in this Agreement (or any other Transaction Document).

(g)            For

purposes of this Article ‎IX only, when determining whether or not a breach of any representation or warranty has occurred

and for the purposes of calculating the amount of any Loss arising therefrom that is subject to indemnification hereunder, the determination

of such breach of a representation or warranty or such Loss shall be deemed to be made without (and regardless of whether otherwise qualified

by or limited in scope as to) any materiality or Material Adverse Effect or similar qualification or limitation; provided, however,

that, notwithstanding the foregoing, the words materiality, Material Adverse Effect or similar qualification shall not be ignored with

respect to the word “Material” in the defined term “Material Contracts.”

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Section 9.5             Procedure.

(a)            Any

Person seeking indemnification provided for under this Article ‎IX (an “Indemnified Party”) in

respect of, arising out of or involving a claim made by any Person (other than a Party) against an Indemnified Party (a “Third

Party Claim”), shall promptly notify the Party obligated to indemnify such Indemnified Party (such notified party, an “Indemnifying Party”)

in writing of the Third Party Claim stating the amount of the Loss claimed, if known, and method of computation thereof, the facts and

circumstances giving rise to such claim in reasonable detail, and containing a reference to the provisions of this Agreement in respect

of which such right of indemnification is claimed to arise within fifteen (15) Business Days after receipt by such Indemnified Party

of written notice of the Third Party Claim; provided, that failure to give such notice shall not affect the right to indemnification

provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such

failure and then only to the extent of such prejudice. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as

promptly as reasonably practicable following such Indemnified Party’s receipt thereof; copies of all written notices and documents

(including any court papers) received by such Indemnified Party relating to the Third Party Claim.

(b)            If

a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled at its election, by written notice

to the Indemnified Party within fifteen (15) Business Days following receipt of the notice of the applicable claim therefor, and its

cost to assume the defense of such Third Party Claim with counsel selected by the Indemnifying Party; provided, however,

that the Indemnifying Party shall not be entitled to assume the defense if such Third Party Claim (i) involves criminal liability

or any admission of wrongdoing of the Indemnified Party, (ii) seeks injunctive relief or specific performance that cannot (upon

advice of the Indemnified Party’s external counsel) be reasonably separated from any non-equitable remedy or (iii) involves

a claim that, if successful, would reasonably be expected to require the payment of monetary damages to the third party claimant in excess

of the applicable limitations contained in Section ‎9.4‎(a) or Section ‎9.4‎(b); provided,

further, that, if Cumberland is the Indemnifying Party, Cumberland shall not be entitled to assume the defense if the defense

of such Third Party Claim by Cumberland would be reasonably be expected to adversely affect the Business’ relationship with

its material customers or suppliers; provided; further, that, if, following any such election, the Indemnifying Party determines

that it will contest its obligation to indemnify the Indemnified Party, it may do so only if the cessation of its control of the defense

can be effected in a manner that does not materially prejudice the Indemnified Party’s ability to conduct a defense of such matter

(the party that conducts the defense and prosecution of any such Third Party Claim, the “Controlling Party”,

and the other party, the “Non-Controlling Party”). The Non-Controlling Party shall have the right to receive

copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt of such documents

does not affect any privilege relating to the Controlling Party, subject to the execution of a standard non-disclosure agreement, and

shall be entitled to participate in (at its expense) the defense of such Third Party Claim. If the Indemnifying Party assumes such defense,

the Indemnified Party shall nonetheless have the right to employ counsel separate from the counsel employed by the Indemnifying Party.

If the Indemnifying Party chooses to defend a Third Party Claim or prosecute a claim in connection therewith, each Indemnified Party

shall provide all cooperation as is reasonably requested by the Indemnifying Party in such defense or prosecution.

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anything to the contrary in this Section ‎9.5, the Indemnifying Party, whether or not the Controlling Party, may not

settle, compromise, discharge or enter into a judgment with respect to such Third Party Claim without the prior written consent of the

Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (i) all applicable Indemnified Parties are given

a full and complete release (in a form satisfactory to such Indemnified Parties) of any and all Liability by all relevant parties to

such Third Party Claim, (ii) such settlement, compromise, discharge or judgment does not involve any finding or admission of any

violation of Law or admission of any wrongdoing by any Indemnified Party, (iii) such action does not impose an injunction or other

equitable or other non-monetary relief upon any Indemnified Party and (iv) the Indemnifying Party shall pay directly to the applicable

third party on behalf of, the applicable Indemnified Parties, the amount of all Losses based upon, arising from or relating to such to

Third Party Claim as set forth in and concurrently with the effectiveness of such settlement, compromise, discharge or judgment. The

Indemnified Party, whether or not the Controlling Party, shall not pay or settle any third-party claim without the prior written consent

of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed); it being understood that it would be unreasonable

for an Indemnifying Party to withhold consent where an Indemnified Party or its insurers are expected to bear Losses, in the aggregate,

that are greater than the Losses to be indemnified by such Indemnifying Party with respect to such claim; provided that, notwithstanding

the foregoing, the Indemnifying Party may pay or settle a Third Party Claim without the consent of the Indemnifying Party if and only

if the Indemnified Party irrevocably and unconditionally waives in writing any and all rights to indemnity by the Indemnifying Party

for all Losses related to such Third Party Claim (in which case the Indemnifying Party shall have no further liability or obligation

in respect of or related to such Third Party Claim to the Indemnified Party).

(d)            Within

five (5) Business Days after final determination that an Indemnified Party has suffered Losses and is entitled to indemnification

from an Indemnifying Party pursuant to this Article ‎IX, the amount of such Losses shall be paid by the Indemnifying

Party, in cash by wire transfer immediately available funds, to such Indemnified Party.

Section 9.6             Tax

Treatment of Indemnification Payments. Cumberland and Apotex agree to treat any indemnification payment made pursuant to this Article ‎IX

as an adjustment to the Purchase Price for U.S. federal, state, local and non-U.S. income tax purposes to the extent permitted by applicable

law.

Section 9.7             Mitigation.

Each Party shall, and shall cause its applicable Affiliates and Representatives to, take commercially reasonable efforts to mitigate

their respective Losses as required by applicable Law upon and after becoming aware of any fact, event, circumstance or condition that

has given rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification

hereunder.

ARTICLE X

TERMINATION

Section 10.1           Termination.

This Agreement may be terminated at any time prior to the Closing:

(a)            by

the mutual written consent of Cumberland and Apotex;

(b)            by

Apotex or Cumberland in the event that there shall be in effect any applicable Law or final, non-appealable Order permanently enjoining

or otherwise making the consummation of the Transactions illegal or prohibited; provided, that, the right to terminate this Agreement

pursuant to this Section 10.1(b) shall not be available to any Party if such Party is in breach of, or has breached,

in any material respect, any of its obligations under this Agreement, which such breach has proximately caused the imposition, or failure

to be lifted, of such Law or Order;

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Cumberland or Apotex if the Closing has not occurred on or before 5:00 p.m., Central Time, on the date that is 120 days following

the Effective Date, which date may be extended from time to time by mutual written consent of Cumberland and Apotex (such date, as so

extended from time to time, the “Outside Date”); provided, however, that the right to terminate

this Agreement under this Section ‎10.1‎(c) will not be available to either Cumberland or Apotex if such party’s

material breach of its obligation under this Agreement has been the proximate cause of, or has directly resulted in, the failure of the

Closing to occur by the Outside Date;

(d)            by

Cumberland if (i) any of the representations and warranties of Apotex contained in Article ‎VI fail to be true and

correct such that the condition set forth in ‎Section 8.2(a) would not be satisfied on the Closing Date or (ii) Apotex

shall have breached or failed to comply with any of its obligations under this Agreement such that the condition set forth in ‎Section 8.2(b) would

not be satisfied on the Closing Date and such failure or breach with respect to any such representation, warranty or obligation (A) cannot

be cured or (B) if curable, shall continue unremedied at the Outside Date or, if earlier, by the 10th Business Day following

written notice by Cumberland to Apotex of such breach;

(e)            by

Cumberland, upon written notice to Apotex, at any time prior to receiving the Requisite Stockholder Approval if (i) Cumberland has

received a Superior Proposal; (ii) the Board (or a committee thereof) has authorized Cumberland to enter into an Alternative Transaction

Agreement to consummate the Acquisition Transaction contemplated by such Superior Proposal; and (iii) Cumberland has complied with

‎Section 7.10;

(f)            by

Apotex if (i) any of the representations and warranties of Cumberland contained in Article ‎V fail to be true and

correct such that the condition set forth in Section ‎8.1(a) would not be satisfied on the Closing Date or (ii) Cumberland

shall have breached or failed to comply with any of its obligations under this Agreement such that the condition set forth in Section ‎8.1‎(b) would

not be satisfied on the Closing Date and such failure or breach with respect to any such representation, warranty or obligation (A) cannot

be cured or (B) if curable, shall continue unremedied at the Outside Date or, if earlier, by the 10th Business Day following

written notice by Apotex to Cumberland of such breach;

(g)            by

Cumberland or Apotex, upon written notice to the other, if Cumberland fails to obtain the Requisite Stockholder Approval at the Stockholder

Meeting (or any adjournment or postponement thereof) at which a vote is taken on the approval of the Transaction, except that the right

to terminate this Agreement pursuant to this ‎Section 10.1(g) will not be available to any Party whose action or

failure to act (which action or failure to act constitutes a breach by such Party of this Agreement) has been the primary cause of, or

primarily resulted in, the failure to obtain the Requisite Stockholder Approval at the Stockholder Meeting (or any adjournment or postponement

thereof); or

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(h)            by

Apotex, upon written notice to Cumberland, if at any time prior to the receipt of the Requisite Stockholder Approval, the Board (or a

committee thereof) has effected a Board Recommendation Change.

Section 10.2           Effect

of Termination.

(a)            Notwithstanding

anything to the contrary in this Agreement, in the event of the valid termination of this Agreement pursuant to Section ‎10.1,

this Agreement shall forthwith become void and of no effect and there shall be no liability or obligation on the part of any Party, except

as provided in this Section ‎10.2 (Effect of Termination) and Article ‎XI (Miscellaneous)

and with respect to Section ‎11.3 (Confidential Information) (solely with respect to Confidential Information

disclosed prior to termination of this Agreement and the Confidentiality Agreement (including any related defined terms)), each of which

shall survive in accordance with its terms; provided, that no such termination shall relieve any Party of any liability resulting

from such Party’s fraud occurring prior to the termination of this Agreement or Willful Breach. For the purpose of this Agreement,

“Willful Breach” means a material breach of any representation or warranty set forth herein or any material breach

or material failure to perform any of the covenants or other agreements contained in this Agreement, in each case, that is a consequence

of a voluntary and intentional act (or failure to act) by the breaching or non-performing Party with actual knowledge that such Party’s

act (or failure to act) would constitute a breach of, or failure of, performance under this Agreement.

(b)            The

Parties agree that (i) in the event this Agreement is validly terminated pursuant to ‎Section 10.1(c) (an “Applicable

Termination”); (ii) following the execution and delivery of this Agreement and prior to an Applicable Termination, Cumberland

has received an Acquisition Proposal (and such Acquisition Proposal has not subsequently been irrevocably withdrawn prior to the Applicable

Termination) or an Acquisition Proposal has been publicly made or disclosed (and not publicly withdrawn or otherwise publicly abandoned

at least four (4) Business Days prior to the Stockholder Meeting (or an adjournment or postponement thereof) at which a vote is

taken on the Transactions); and (iii) within twelve (12) months following such Applicable Termination, an Acquisition Transaction

is consummated or Cumberland enters into a definitive agreement with respect to an Acquisition Transaction (which Acquisition Transaction

is subsequently consummated), then Cumberland will, concurrently with the consummation of such Acquisition Transaction, pay to Apotex

an amount equal to $4,000,000 (the “Cumberland Termination Fee”). If this Agreement is validly terminated pursuant

to ‎Section 10.1(f), ‎Section 10.1(g) or ‎Section 10.1(h), Cumberland shall promptly,

but in no event later than ten (10) Business Days after the date of such termination, pay to Apotex the Cumberland Termination Fee.

If this Agreement is validly terminated pursuant to ‎Section 10.1(e), then Cumberland shall prior to or concurrently

with such termination pay to Apotex the Cumberland Termination Fee. Any payments made pursuant to this Section 10.2(b) shall

be made to Apotex by wire transfer of immediately available cash funds, in accordance with the payment instructions provided to Cumberland

by Apotex not less than two (2) Business Days prior to such date, or as further updated by written notice by Apotex from time to

time. In no event shall Cumberland be required to pay the Cumberland Termination Fee on more than one occasion.

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Parties agree that (i) in the event this Agreement is validly terminated by either Cumberland or Apotex pursuant to ‎Section 10.1(c),

and (A) all the conditions set forth in Article VIII have been satisfied or are capable of being satisfied prior to

the Closing (other than conditions that by their nature can only be satisfied on the Closing Date), or waived by the applicable Party

as of the date of such termination, (B) Cumberland has irrevocably confirmed in writing to Apotex that Cumberland stands ready,

willing and able to consummate the Closing, (C) Apotex failed to consummate the Closing within three (3) Business Days after

the later of (x) Cumberland's delivery of such notice and (y) the date when it is required to consummate the Closing as provided

in Section 4.1 and (ii) at all times during the periods contemplated by the foregoing clause (i), Cumberland stood ready,

willing and able to consummate the Closing, then Apotex shall promptly, but in no event later than five (5) Business Days after

the date of such termination, pay or cause to be paid to Cumberland (or its designee(s)) by wire transfer of same day funds an amount

equal to $4,000,000 (the “Purchaser Termination Fee”).

(d)            The

Parties acknowledge that the agreements contained in this ‎Section 10.2 are an integral part of the transactions contemplated

by this Agreement, and that, without these agreements, such Parties would not enter into this Agreement, and that the Cumberland Termination

Fee and the Purchaser Termination Fee are not penalties and instead constitute liquidated damages. Accordingly, if Cumberland or Apotex,

as applicable, fails to promptly pay the amount due pursuant to Section ‎10.2‎(b) or ‎Section 10.2(c) and,

to obtain such payment, the other Party commences a suit or other enforcement action that results in a judgment against Cumberland or

Apotex for the Cumberland Termination Fee or the Purchaser Termination Fee, as applicable, or any portion thereof, Cumberland or Apotex,

as applicable, shall pay to the other Party its costs and expenses (including attorneys’ fees) in connection with such suit or

enforcement action, plus interest on the amount of the Cumberland Termination Fee or Purchaser Termination Fee, as applicable, or portion

thereof from the date any such payment should have otherwise been made pursuant to this Agreement at a rate of five (5) percentage

points above the 1 Month Secured Overnight Financing Rate (SOFR), as published by The Wall Street Journal (U.S. Internet

edition), at 12:01 a.m. on the first day in which such payments should have otherwise been made through the date of the payment

(collectively, the "Recovery Costs"). The Parties acknowledge and agree that, from and after a valid termination of

this Agreement pursuant to an applicable termination event under this ‎ARTICLE X, the right of any Party to receive the

Purchaser Termination Fee or the Cumberland Termination Fee, as applicable, and the Recovery Costs shall be the sole and exclusive remedy

of Cumberland and its Affiliates or Apotex and its Affiliates, as applicable, for any and all Losses suffered or incurred by Cumberland,

Apotex or any of their respective Affiliates in connection with this Agreement, the other Transaction Documents, and the Transactions

(and the abandonment or termination thereof) or any matter forming the basis for such termination. In such circumstances, neither Cumberland,

Apotex, nor any other Person shall be entitled to bring or maintain any Action against the other Parties or any of their respective Affiliates

or Representatives arising out of or in connection with this Agreement, the other Transaction Documents, or the Transactions (or the

abandonment or termination thereof) or any matter forming the basis for such termination other than the payment of the Purchaser Termination

Fee or the Cumberland Termination Fee, as applicable and the Recovery Costs associated therewith. For the avoidance of doubt, either

Party may simultaneously pursue (i) a grant of specific performance pursuant to ‎Section 11.14 and (ii) payment

of the Cumberland Termination Fee or the Purchaser Termination Fee pursuant to this Article X; provided, that in no

event shall Cumberland, Apotex or their respective Affiliates be entitled to receive both a grant of specific performance and payment

of all or any portion of the Cumberland Termination Fee or the Purchaser Termination Fee.

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Section 10.3           Event

of Termination. If the transactions contemplated by this Agreement are terminated as provided herein:

(a)            Apotex

will return to Cumberland or destroy all documents and other material received from Cumberland relating to the Products or the Acquired

Assets, whether so obtained before or after the execution hereof, except (i) Apotex and its Representatives may retain copies of

documents and other material in accordance with their retention policies or otherwise to the extent required by applicable Law and (ii) Apotex

and its Representatives are not required to delete or destroy any electronic back-up files that have been created solely by its automatic

or routine archiving and back-up procedures, to the extent created and retained in a manner consistent with their standard archiving

and back-up procedures; and

(b)            all

Confidential Information received by Apotex with respect to Cumberland and its Affiliates in connection with the Business, the Products

or the Acquired Assets will be treated in accordance with the Confidentiality Agreement as modified by this Agreement, which will remain

in full force and effect in accordance with its terms notwithstanding the termination of this Agreement.

ARTICLE XI

GENERAL PROVISIONS

Section 11.1           No

Punitive Damages. EXCEPT IN THE CASE OF FRAUD OR WILLFUL BREACH, NO PARTY TO THIS AGREEMENT SHALL BE LIABLE TO OR OTHERWISE RESPONSIBLE

TO ANY OTHER PARTY HERETO OR ANY AFFILIATE OF ANY OTHER PARTY HERETO FOR TREBLE OR PUNITIVE DAMAGES, EXCEPT TO THE EXTENT ANY SUCH TREBLE

OR PUNITIVE DAMAGES ARE PAYABLE TO THIRD PARTIES THAT MAY BE IMPOSED OR OTHERWISE INCURRED.

Section 11.2           Expenses.

Except as otherwise specified in this Agreement, all costs and expenses (including fees and disbursements of counsel, financial advisors

and accountants) incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the Party incurring

such costs and expenses, whether or not the Closing will have occurred.

Section 11.3           Confidential

Information.

(a)            Each

Party acknowledges that the information being provided to it in connection with the Transactions is subject to the terms of the Confidentiality

Agreement and that it shall keep confidential, and shall use commercially reasonable efforts to cause its respective Representatives

and Affiliates who actually receive Confidential Information to keep confidential, all information relating to this Agreement, the Business,

the Products, the Acquired Assets (including, for the avoidance of doubt, with respect to trade secrets in perpetuity and any confidential

information transferred to Apotex pursuant to the terms of this Agreement), the Assumed Liabilities, the financial information and operations

of Cumberland which have not been publicly disclosed, or liabilities or obligations excluded from Assumed Liabilities (the “Confidential

Information”), except (i) as may be required to comply with the requirements of applicable Laws, and the rules and

regulations of each stock exchange upon which the securities of the Parties are listed (including, for the avoidance of doubt, filings

required by the Exchange Act and the Securities Act of 1933, each as amended), (ii) as necessary to defend or prosecute any indemnification

claim or any litigation or dispute, (iii) as required by the transition and license obligations hereunder, or (iv) for information

that is lawfully made available to the public on the Closing Date, or thereafter becomes available to the public other than as a result

of a breach of this ‎Section 11.3. Notwithstanding anything herein to the contrary, no Person shall be deemed to have

been provided with Confidential Information as a result of its employees or directors, or the employees or directors of its affiliated

investment funds or related management and advisor entities (collectively, “Investment Personnel”), serving as officers

or on the board of directors (or equivalent body) of such other Person so long as the Investment Personnel do not (i) disclose Confidential

Information to any other directors, officers or employees of such Person (excluding other affiliated Investment Personnel) or (ii) use

(or direct the portfolio company or other Person to use) Confidential Information in breach of this Agreement for the benefit of such

Person. The covenants of each Party in this ‎Section 11.3 shall terminate the later of (a) three (3) years

following the Closing Date and (b) the date on which the Products are no longer marketed by Apotex; provided, that effective

upon, and only upon, the Closing, Apotex’s and its Affiliates’ obligations pursuant to the Confidentiality Agreement and

otherwise with respect to the Business, the Acquired Assets and the Assumed Liabilities shall terminate other than with regards to any

Confidential Information that remains a trade secret under applicable Law, which shall remain confidential until it is no longer considered

a trade secret under applicable Law. Each Party shall treat and will cause its Affiliates and its and their respective Representatives

to treat, the Confidential Information as confidential, using the same degree of care as such Party normally employs to safeguard its

own confidential information from unauthorized use or disclosure, but in no event less than a reasonable degree of care.

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(b)            In

the event either Party is required to disclose any of the Confidential Information pursuant to any Governmental Authority or judicial,

administrative order, subpoena, discovery request, regulatory request or similar method in contravention of ‎Section 11.3(a),

then the disclosing Party shall promptly notify the other in writing of such demand for disclosure so that the non-disclosing Party,

at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality

of the Confidential Information. Each Party will cooperate in all reasonable respects, in connection with any actions to be taken for

the foregoing purpose. In the case of such compelled disclosure, the disclosing Party shall disclose Confidential Information only to

the extent necessary in the written opinion of its counsel to satisfy such compelled disclosure herein described, and the disclosing

Party shall undertake commercially reasonable efforts to ensure confidential protection for any disclosed Confidential Information.

anything herein to the contrary, promptly following the date hereof and prior to the Closing, Cumberland and Apotex shall cooperate in

good faith to agree in writing on the method and content of the notifications to partners, customers and suppliers involved in the manufacture,

marketing, and sale of the Products.

Section 11.4           Amendments

and Waivers. This Agreement may not be amended except by an instrument in writing signed by authorized signatories on behalf of each

Party. By an instrument in writing, Apotex or Cumberland may waive compliance by the other Party with any term or provision of this Agreement

that such other Party was or is obligated to comply with or perform.

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Section 11.5           Notices.

All notices, requests, instructions or other communications or documents to be given or made hereunder by any Party to the other Party

shall be in writing and (a) served by personal delivery upon the Party for whom it is intended, (b) sent by an internationally

recognized overnight courier service to the Party for whom it is intended or (c) sent by email unless the sender receives a failure

of transmission in connection therewith:

(a) if to Apotex, to:

Nuvo Pharmaceuticals (Ireland) DAC

88 Harcourt St.

Dublin 2, D02 DK18

Attention: Gary McCloskey

E-mail: gmccloskey@nuvopharm.eu

with a copy to (which shall not constitute notice):

Apotex Inc.

150 Signet Drive

Toronto, Ontario Canada, M9L 1T9,

Attn: Francesco Tallarico; Andrew Teehan

Email: ftallarico@apotex.com; ateehan@apotex.com

and

Kirkland & Ellis LLP

98 S.E. 7th Street, Suite 700

Miami, Florida 33131

Attention: Matthew S. Arenson, P.C.; Ngozi Nezianya

Email: matthew.arenson@kirkland.com; ngozi.nezianya@kirkland.com

(b) if to Cumberland, to:

Cumberland Pharmaceuticals Inc.

1600 West End Ave., Suite 1300

Nashville, TN 37203-7003 USA

Attn: Chief Executive Officer

with a copy to (which shall not constitute notice):

Baker, Donelson, Bearman, Caldwell & Berkowitz,

P.C.

1600 West End Ave., Suite 2000

Nashville, TN 37203-7003 USA

Attn: Tonya Mitchem Grindon, Esq.

Email: tgrindon@bakerdonelson.com

or to such other Person or address

as has been designated in writing by the Party to receive such notice provided above. Any notice, request, instruction or other communications

or document given as provided above shall be deemed given to the receiving party (x) upon actual receipt, if delivered personally,

(y) on the second (2nd) Business Day after deposit with an overnight courier, if sent by an overnight courier, or (z) upon

a successful email transmission and such email shall be deemed successfully transmitted provided sender does not receive notice of failed

transmission.

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Section 11.6           Headings.

The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation

of this Agreement.

Section 11.7           Severability.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any applicable Law, all other

terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance

of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any

term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this

Agreement so as to effect the original intent of the Parties hereto as closely as possible in an acceptable manner in order that the

transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. The Parties hereto intend

that each representation, warranty and covenant contained herein shall have independent significance. If any Party hereto has breached

any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty

or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such Party has not breached

shall not detract from or mitigate the fact that such Party is in breach of the first representation, warranty or covenant.

Section 11.8           Counterparts.

This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become

effective when one or more counterparts have been signed by each Party and delivered by each Party to the other Party, it being understood

that all Parties hereto need not sign the same counterpart. Counterpart signature pages to this Agreement may be delivered by electronic

delivery (i.e., by email of a portable document format (PDF) signature page), and each such counterpart signature page will constitute

an original for all purposes.

Section 11.9           Entire

Agreement. This Agreement, together with the Schedules and Exhibits attached hereto, and the other Transaction Documents constitute

the entire agreement and supersede all prior agreements and understandings (including any letter of intent or non-binding transaction

proposal), both written and oral, between or among the Parties with respect to the subject matter hereof. The Exhibits, Schedules, certificates,

and notices specifically referred to herein, and delivered pursuant hereto, are an integral part of this Agreement.

Section 11.10         Third

Party Beneficiaries. Except as specifically provided herein, this Agreement is intended solely for the benefit of each Party and

their respective successors or permitted assigns and it is not intended to confer upon any Person other than the Parties any rights or

remedies hereunder.

Section 11.11         GOVERNING

LAW; CHOICE OF LAW. ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THIS

AGREEMENT, THE SCHEDULES ATTACHED HERETO AND THE OTHER TRANSACTION DOCUMENTS, AND THE PERFORMANCE OF THE OBLIGATIONS IMPOSED HEREUNDER

OR THEREUNDER SHALL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. ANY AND ALL ACTIONS AND CAUSES

OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, WHETHER SOUNDING IN CONTRACT, TORT OR STATUTE,

SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, INCLUDING ITS STATUTES OF LIMITATIONS (EXCEPT AS OTHERWISE EXPRESSLY SET

FORTH HEREIN), WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR

ANY OTHER JURISDICTION) THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OR STATUTE OF LIMITATIONS OF A JURISDICTION OTHER THAN THE STATE

OF DELAWARE.

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Section 11.12         Disclosure

Schedules. Any disclosure with respect to a Section of the Disclosure Schedule shall be deemed to be disclosed for purposes

of other Sections of the Disclosure Schedule to the extent that the relevance of such disclosure would be apparent on its face to a reasonable

reader of as an exception to any representations and warranties herein. Matters reflected in any Section of the Schedules are not

necessarily limited to matters required by this Agreement to be so reflected and such additional matters are set forth for informational

purposes and do not necessarily include other matters of a similar nature. No reference to or disclosure of any item or other matter

in any Section of this Agreement, including any Section of the Schedules, shall be construed as an admission of Liability or

an indication that such item or other matter is material. Without limiting the foregoing, no such reference to or disclosure of a possible

breach or violation of any contract, Law or Order shall be construed as an admission or indication that breach or violation exists or

has actually occurred.

Section 11.13         Dispute

Resolution; WAIVER OF JURY TRIAL.

(a)            Except

as expressly provided elsewhere in this Agreement, any Action arising under or relating to this Agreement or any other Transaction Document

(other than the Transition Services Agreement) or any breach or threatened breach hereof or thereof (“Arbitrable Dispute”)

shall be resolved by final and binding arbitration administered by American Arbitration Association (“AAA”); provided,

that nothing in this Section ‎11.13 shall prohibit (i) Apotex and its Affiliates from having the right to specifically

enforce Section ‎7.17 and the restrictive covenants therein by way of specific performance, restraining order, injunction

or other equitable relief in any court of competent jurisdiction, (ii) a Party from instituting litigation to enforce any Final

Determination in any court of competent jurisdiction or (iii) any Party from seeking remedies under ‎Section 11.14,

in each case of clauses (i)-(iii), without complying with the procedures in ‎Section 11.13(b)-‎(d).

Except as otherwise provided in this ‎Section 11.13(a) or in the rules and procedures of AAA as in effect from

time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to

the Uniform Arbitration Act and applicable provisions of Delaware Law.

(b)            In

the event that any Party asserts that there exists an Arbitrable Dispute, such Party shall deliver a written notice to each other Party

involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If

no such resolution is reached within thirty (30) days after such delivery of such notice, the Party delivering such notice of Arbitrable

Dispute may, within forty-five (45) days after delivery of such notice, commence arbitration hereunder by delivering to each other Party

involved therein a notice of arbitration (a “Notice of Arbitration”) and by filing a copy of such Notice of Arbitration

with the New York, New York office of AAA. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the

nature of any Arbitrable Dispute and the claims of each Party to the arbitration and shall specify the amount and nature of any damages,

if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures of AAA

as in effect from time to time to be included therein, if any.

Page 68 of 71

twenty (20) days after receipt of the Notice of Arbitration, the Parties shall use their best efforts to agree on an independent arbitrator

expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the Parties cannot agree on the

identity of the Arbitrator, each of the parties to the Arbitrable Dispute shall select one independent arbitrator expert in the subject

matter of the Arbitrable Dispute. In the event that any Party fails to select an independent arbitrator as set forth herein within twenty

(20) days after delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator(s) selected by the other

Party(ies). The arbitrators selected by the parties to the Arbitrable Dispute shall select the Arbitrator, and the Arbitrator shall resolve

the matter according to the procedures set forth in this ‎Section 11.13.

(d)            The

arbitration shall be conducted under the rules and procedures of AAA as in effect from time to time, except as otherwise set forth

herein or as modified by the agreement of all of the parties. The arbitration shall be conducted in New York, New York. The Arbitrator

shall conduct the arbitration so that a final result, determination, finding, judgment or award (the “Final Determination”)

is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration

nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by

the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination

of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator or to correct manifest clerical

errors.

(e)            Apotex

and Cumberland each may enforce any Final Determination in any court of competent jurisdiction.

(f)            Each

Party hereby irrevocably consents to the service of process by registered mail or personal service.

(g)            If

any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such

Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the Applicable Rate. Interest

on any such unpaid amount shall be compounded monthly, computed on the basis of a three hundred sixty-five (365) day year and shall be

payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or

kind whatsoever (including all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final

Determination.

(h)            EACH

OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY ACTION, SUIT

OR PROCEEDING (I) ARISING UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY OF THE TRANSACTIONS (II) IN ANY WAY

CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT

OR ANY OF THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT,

TORT, EQUITY OR OTHERWISE (INCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY SEEKING EQUITABLE RELIEF).

Page 69 of 71

Section 11.14         Specific

Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance

with the terms hereof or thereof and that the Parties may be entitled to seek a temporary injunction or injunctions to prevent breaches

of this Agreement or to enforce specifically the performance of the terms and provisions hereof, or to seek a permanent injunction in

addition to any other remedy to which they are entitled at law or in equity without being required to prove irreparable harm or the inadequacy

of monetary damages or other remedy at law or post a bond.

Section 11.15         Waiver.

No waiver by either Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed

as a waiver of the same or any other term or condition of this Agreement on any future occasion.

Section 11.16         Assignment.

(a)            No

Party may assign any or all of its rights or obligations under this Agreement without the other Party’s prior written consent;

provided, however, that (i) either Apotex or Cumberland may assign any or all of its rights or obligations under this

Agreement to an Affiliate of such Party, and (ii) Apotex may assign all or any portion of its rights or obligations under this Agreement

to (A) a Third Party to which all or a substantial portion of the Acquired Assets or Business have been sold and (B) any of

its debt financing sources for collateral security purposes.

(b)            Any

assignment to an Affiliate of a Party shall not release the assigning or transferring Party of its obligations hereunder.

Agreement shall be binding upon and inure to the benefit of the Parties, and their respective successors and permitted assigns.

Section 11.17         Advice

of Counsel. The language in all parts of this Agreement shall be deemed to be the language mutually agreed by the Parties. The Parties

hereto and their counsel have cooperated in the drafting and preparation of this Agreement, and this Agreement therefore shall not be

construed against any Party by virtue of its role as the drafter thereof. No drafts of this Agreement or any other similar

or related document exchanged by the Parties prior to the Closing Date shall be offered by a Party, nor shall any draft be admissible

in any proceeding, to explain or construe this Agreement or for any other purpose.

Section 11.18         Press

Release. Notwithstanding anything herein to the contrary, each of the Parties hereby agrees that it shall not issue any press release

or make any public announcements with respect to the Transactions and shall not make any filings or provide any notices to any third

party or any Governmental Authority (including any national securities exchange or interdealer quotation service), except (a) with

the prior written consent of the other Party, (b) as may be required to comply with the requirements of any applicable Laws, and

the rules and regulations of each stock exchange upon which the securities of one of the Parties is listed, (c) if such press

release or public announcement is explicitly contemplated by this Agreement (provided, that, in the case of clauses (a) and

(b), such Party, to the extent permitted by applicable Law, will consult with the other Party with respect to the content thereof and

reasonably incorporate any comments received), (d) as consistent with previous press releases relating to this Agreement or the

Transactions that were previously approved by the Parties or (e) solely to the extent related to a Superior Proposal, Intervening

Event or Board Recommendation Change. Notwithstanding anything to the contrary in this Section ‎11.18 or otherwise in

this Agreement, nothing herein shall prevent Apotex or its Affiliates from making customary disclosures to its direct or indirect investors

or other bona fide financing sources (in each case, whether current or prospective) on a confidential basis in connection with

normal fund raising, marketing or informational or reporting activities of Apotex or any such Affiliate.

Page 70 of 71

Section 11.19         No

Recourse. This Agreement may only be enforced against, and any dispute, controversy, matter or claim based on, related to, or arising

out of this Agreement, or the negotiation, performance, or consummation of this Agreement, may only be brought against, the Persons that

are expressly named as Parties, and then only with respect to the specific obligations set forth herein with respect to such Party.

Section 11.20         Guarantee.

Buyer Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Cumberland the due and punctual payment in full of any

payments (including the Purchase Price) required hereunder or under any other Transaction Document by Apotex, indemnification obligations

of Apotex hereunder or under any other Transaction Document and the payment of any other obligations of Apotex hereunder or under any

other Transaction Document (the “Guaranteed Obligations”), as and when due and payable pursuant to any provision

of this Agreement or any other Transaction Document; provided, that (i) the liabilities and obligations become performable

or are due in accordance therewith, (ii) Buyer Guarantor’s liabilities and obligations under this Section ‎11.20,

with respect to the obligations and liabilities of Apotex shall not exceed or otherwise extend beyond the liabilities and obligations

of Apotex, and (iii) the remedies available against Buyer Guarantor under this Section ‎11.20 shall not exceed or

otherwise extend beyond those remedies available to Cumberland in relation to such obligations and liabilities of Apotex, as the case

may be, subject to any defenses available to Apotex or such other Person in accordance herewith or therewith. Buyer Guarantor hereby

agrees that the obligations of Buyer Guarantor hereunder shall not be released or discharged, in whole or in part, in each case, or otherwise

affected by: (a) the failure or delay on the part of Cumberland to assert any claim or demand or to enforce any right or remedy

against Apotex or Buyer Guarantor; (b) any change in time, place or manner of payment of any of the Guaranteed Obligations or (c) any

insolvency, bankruptcy, reorganization or other similar proceeding instituted by or against Apotex or any other Person now or hereafter

liable with respect to the Guaranteed Obligations. Buyer Guarantor hereby waives promptness, diligence, presentment, demand for payment,

notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any

kind, all defenses which may be available by virtue of any stay, moratorium or other similar law now or hereafter in effect or any right

to require the marshaling of assets of Apotex or any other Person now or hereafter liable with respect to the Guaranteed Obligations.

To the fullest extent permitted by Law, Buyer Guarantor hereby irrevocably and unconditionally waives any and all rights or defenses

arising by reason of any Law which would otherwise require any election of remedies by Cumberland. Buyer Guarantor represents and warrants

to Cumberland that the guarantee hereunder constitutes the legal, valid and binding agreement of Buyer Guarantor enforceable against

Buyer Guarantor in accordance with the terms of this Section ‎11.20, subject to the Enforceability Exceptions. Buyer

Guarantor is a legal entity duly organized, validly existing and in good standing under the laws of Ontario, Canada. Buyer Guarantor

has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Buyer

Guarantor has taken all actions or proceedings required to be taken by or on the part of Buyer Guarantor to authorize and permit the

execution and delivery by Buyer Guarantor of this Agreement and the performance by Buyer Guarantor of its obligations hereunder. This

Agreement has been duly executed and delivered by Buyer Guarantor. Buyer Guarantor will have at the Closing sufficient funds to satisfy

all of Apotex’s obligations under this Agreement to be satisfied at the Closing, including the payment in full of the Purchase

Price.

[Signature Pages Follow]

Page 71 of 71

IN WITNESS WHEREOF, the Parties

hereto have caused this Agreement to be signed by their respective representatives thereunto duly authorized, all as of the date hereof.

Nuvo Pharmaceuticals (Ireland) DAC

By:

/s/ Gary McCloskey

Name:

Gary McCloskey

Title:

Director

Apotex Inc.

By:

/s/ Francesco Tallarico

Name:

Francesco Tallarico

Title:

Secretary

Cumberland Pharmaceuticals Inc.

By:

/s/ A.J. Kazimi

Name:

A.J. Kazimi

Title:

Chief Executive Officer

EXHIBIT A

Bill of Sale and Assignment and Assumption Agreement

[Omitted]

EXHIBIT B

IP Assignment Agreement

[Omitted]

EXHIBIT C

Form of Stockholder Support Agreement

[Omitted]

EXHIBIT D

Transition Services Agreement

[Omitted]

Final

Version

ANNEX 2.1

Acquired Assets

Acquired Assets shall mean all of Cumberland’s

and its Affiliates’ respective right, title, and interest in, to and under the following:

(i) the Products, as specifically identified on Annex 2.1(A);

(ii) the Transferred Contracts;

(iii) the Inventory, including as set forth on Annex 2.1(B);

(iv) (A) the Intellectual Property primarily related to, developed for, used with or held for use in connection

with the Products and the Business, and all Ancillary IP Rights with respect thereto, (B) the Intellectual Property in or to the

formulations of the Products and all Ancillary IP Rights with respect thereto, (C) the Intellectual Property set forth in Section 5.9(a) of

the Disclosure Schedules and all Ancillary IP Rights with respect thereto, and (D) the Intellectual Property set forth on Annex 2.1(c) and all Ancillary IP Rights with respect thereto;

(v) the INDs, whether active, inactive, or withdrawn;

(vi) the Product Records;

(vii) the FDA Product NDA and ANDA Approvals;

(viii) the permits granted to Cumberland or any of its Affiliates by a Governmental Authority exclusively in

connection with the operation of the Business prior to the Closing;

(ix) Prescription Drug User Fee Act (“PDUFA”) or Generic Drug User Fee Amendment (“GDUFA”)

fees with respect to the Business;

(x) brand marketing and promotional literature currently used by Cumberland and specifically related to, and

any corresponding marketing and regulatory authorizations to sell and distribute, the Products and all Intellectual Property therein or

thereto, and Ancillary IP Rights with respect thereto;

(xi) only to the extent in Cumberland's or its Affiliates' possession, any material (a) written correspondence

and reports related to the Products or the Business submitted to or received from Governmental Authorities (including minutes and official

contact reports relating to any communications with any Governmental Authority) and relevant supporting documents with respect thereto,

including all regulatory drug lists, final advertising and promotion documents, adverse event files and complaints (including clinical

and pre-clinical reports) contained in any of the foregoing, (b) (I) all clinical reports, final publications (abstracts, posters,

manuscripts), (II) all audit reports, manufacturing documents (including master batch records and deviation reports), and process

validation reports, (III) all scientific reports underlying the Regulatory Registration and Regulatory Approval, including pre-clinical,

clinical, post-marketing and other reports characterizing the Product, (IV) post-marketing reports and filings concerning complaints,

(V) current wholesaler acquisition pricing list, and (VI) promotional and medical materials concerning the Product prepared

for health care professionals, in each case of clauses (a) and (b), to the extent arising, generated, received or filed during the

three (3) year period immediately preceding the Closing Date, (c) records of all serious adverse drug experiences known to Cumberland,

to the extent arising, generated, received or filed during the ten (10) year period immediately preceding the Closing Date, and (d) without

regard to the time limitation set forth in the foregoing clauses (a), (b) and (c), (I) a copy of each applicable Regulatory

Registration, Regulatory Approval, dossiers and submissions to and from the Governmental Authorities responsible for the grant of the

applicable Regulatory Registration and all annexes thereto, and (II) all reports submitted annually to any Governmental Authority

in connection with the Products, in each case of clauses (a), (b) and (c) whether generated by Cumberland, acquired by Cumberland

in the course of acquiring one of the Products from another entity, or generated by another entity as a third party contractor to help

develop or manage the development of a Product (clause (xi), collectively, the "Cumberland Work Product");

Page 1 of 7

(xii) the Regulatory Registrations and Regulatory Approvals;

(xiii) the Transferred Equity Interests;

(xiv) the Personnel Records related solely to the Business Employees; and

(xv) any other properties, assets (including contracts) and goodwill exclusively related to the Products or

the Business.

Page 2 of 7

Annex 2.1(A)

Description of Products

Drug and Description

Product IND Number

Status

Acetadote® (acetylcysteine) injection, for the treatment of acetaminophen poisoning;

NDA 021539

Active

Caldolor® (ibuprofen) injection, for the treatment of pain and fever;

NDA 022348

IND 062605

Active

Withdrawn

Kristalose® (lactulose) oral solution, a prescription laxative for the treatment of constipation;

ANDA 074712

Active

Sancuso® (granisetron) transdermal for the prevention of nausea and vomiting in patients receiving certain types of chemotherapy treatment;

NDA 022198

IND 070582

IND 171452

Active

No Application made yet

Talicia® (omeprazole/amoxicillin/rifabutin) for the treatment of Helicobacter pylori (H. pylori) infections, which occur in the stomach;

NDA 213004

Active

Vaprisol® (conivaptan) injection, to raise serum sodium levels in hospitalized patients with euvolemic and hypervolemic hyponatremia; and

NDA 021697

NDA 022016

IND 056813

IND 057065

Active

Inactive; bundled into NDA 021697

Inactive

Vibativ® (telavancin) injection, for the treatment of certain serious bacterial infections including hospital-acquired and ventilator-associated bacterial pneumonia, as well as complicated skin and skin structure infections.

NDA 022110

NDA 022407

IND 060237

Active

Inactive; bundled with NDA 022110

Active

Page 3 of 7

Annex 2.1(B)

Inventory

[Inventory Lists Omitted]

Page 4 of 7

Annex 2.1(C)

Additional Intellectual

Property

[Additional Intellectual

Property List Omitted]

Page 5 of 7

ANNEX 2.2

ASSUMED LIABILITIES

The Assumed Liabilities mean

the following liabilities and obligations of Cumberland and its Affiliates, in each case, to the extent arising out of or to the extent

related to the Acquired Assets and first arising after the Closing:

(i) all obligations under the Transferred Contracts and any purchase orders for the supply of Products;

(ii) all obligations with respect to Regulatory Registrations, Regulatory Approvals and INDs, including, without

limitation, post-marketing activities, pharmacovigilance, safety, clinical studies, quality assurance, compliance with good manufacturing

practices, good distribution practices, deficiency letters, corrective action plan agreements, and any other obligations described in

Section 7.1(b) of the Agreement;

(iii) all Liabilities arising from any patent infringement claim or Proceeding brought by any Third Party, including

any Governmental Authority, at or after the Closing to the extent arising out of the conduct of the Business after the Closing or any

activities of Apotex or any of its Affiliates with respect to the Business, Product or any Acquired Asset after the Closing;

(iv) all Liabilities arising from any Governmental Authority action or notification filed by a Governmental

Authority, in each case, at or after the Closing to the extent arising out of the conduct of the Business after the Closing or any activities

of Apotex or any of its Affiliates with respect to the Business, the Product or any Acquired Asset after the Closing;

(v) all Liabilities arising out of the Product made or sold at or after the Closing, including all Liabilities

for product warranty claims or Product Liabilities arising after the Closing relating to such Products;

(vi) all Liabilities for Taxes to the extent arising out of Apotex’s or any of its Affiliates’

conduct of the Business for all taxable periods (or portions thereof) beginning on or after the Closing Date (determined in the case of

a Straddle Period in accordance with Section 7.16(c));

(vii) any Liability relating to the Transferred Regulatory Documentation solely to the extent arising out of

the conduct of the Business after the Closing or any activities of Apotex or any of its Affiliates with respect to the Business, the Product

or any Acquired Asset after the Closing;

(viii) any Liability of Apotex under the Transition Services Agreement (including in the event such Liability

falls within one or more of the categories of Excluded Liabilities set forth on Annex 2.3); and

(ix) any other Liability occurring at or after the Closing solely to the extent arising out of the conduct

of the Business after the Closing or any activities of Apotex or any of its Affiliates with respect to the Business, the Product or any

Acquired Asset after the Closing.

Page 6 of 7

ANNEX 2.3

EXCLUDED LIABILITIES

The Excluded Liabilities mean

all liabilities and obligations of Cumberland and its Affiliates that are not specifically and expressly Assumed Liabilities set forth

on Annex 2.2, including the following liabilities and obligations of Cumberland or any of its Affiliates:

(i) all Liabilities for Excluded Taxes;

(ii) any Liabilities to the extent related to any Excluded Asset;

(iii) any obligations of Cumberland under the Agreement and the Transaction Documents (other than the Transition

Services Agreement, which is addressed by the following clause (vi));

(iv) any Liability arising or occurring prior to the Closing to the extent relating to the Business, the Products

or any Acquired Asset or any activities of Cumberland or any of its Affiliates with respect to the Business, the Products or any Acquired

Asset;

(v) any excise taxes, duties, other government taxes or charges on the sales and any other allowances or adjustments

for Product sold by Cumberland or any of its Subsidiaries prior to Closing;

(vi) any Liability of Cumberland under the Transition Services Agreement (including in the event such Liability

falls within one or more of the categories of Assumed Liabilities set forth on Annex 2.2); and

(vii) any cost or Liability arising or resulting from any breach or alleged breach of any Transferred Contract

as a result of the Transactions, in accordance with Section 2.6 of the Agreement.

Page 7 of 7

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2611622d1_ex10-1.htm · Sequence: 3

Exhibit 10.1

VOTING AND SUPPORT AGREEMENT

This Voting and Support Agreement

(this “Agreement”) is made and entered into as of April 21, 2026, by and among Cumberland Pharmaceuticals

Inc., a Tennessee corporation (the “Company”), Nuvo Pharmaceuticals (Ireland) DAC, an Ireland designated activity company

(“Buyer”), and [●] (the “Stockholder”).

RECITALS

WHEREAS, concurrently with

the execution and delivery of this Agreement, Buyer and the Company are entering into an Asset Purchase Agreement (as it may be amended,

supplemented or otherwise modified from time to time, the “Purchase Agreement”) that, among other things and subject

to the terms and conditions set forth therein, provides for the sale of substantially all of the assets of the Company to Buyer.

WHEREAS, as of the date hereof,

the Stockholder is the record and/or “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange

Act of 1934 (the “Exchange Act”, as amended), which meaning will apply for all purposes of this Agreement; provided,

that all options, warrants, restricted stock units and other convertible securities are included even if not exercisable within sixty (60)

days of the date hereof) of the number of shares of Company common stock, no par value (the “Company Stock”), as set

forth next to the Stockholder’s name on Schedule A hereto, being all of the shares of Company Stock owned of record

or beneficially by the Stockholder as of the date hereof (with respect to the Stockholder, the “Owned Shares”

and, the Owned Shares together with the Stockholder’s Additional Shares (as defined herein), the Stockholder’s “Covered

Shares”);

WHEREAS,

the Board has, by unanimous vote of the directors, (a) determined that the terms of the Purchase Agreement and the Transactions

are fair to, and in the best interests of, the Company and its stockholders, (b) determined that it is in the best interests of the

Company and its stockholders and declared it advisable to enter into the Purchase Agreement, (c) approved the execution and delivery

by the Company of the Purchaser Agreement, the performance by the Company of its covenants and agreements contained therein and the consummation

of the Transactions upon the terms and subject to the conditions contained therein, (d) resolved to recommend that its stockholders

vote to approve the Transactions, in each case on the terms and subject to the conditions set forth in the Purchase Agreement and (e) directed

that the Purchase Agreement be submitted to the Company's stockholders for their approval; and

WHEREAS, as an inducement

and condition for Buyer to enter into the Purchase Agreement, the Stockholder has agreed to enter into this Agreement with respect to

the Stockholder’s Covered Shares.

NOW, THEREFORE, in consideration

of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby

agree as follows:

1.            Definitions.

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.

When used in this Agreement, the following terms shall have the meanings assigned to them in this Section ‎1.

“Additional Shares”

means, with respect to the Stockholder, any additional shares of Company Stock or other voting securities of the Company that the Stockholder

may acquire record and/or beneficial ownership of after the date hereof (including by way of stock dividend or distribution, split-up,

recapitalization, combination, exchange of shares or issued upon the exercise of any options, the settlement of any restricted stock or

other conversion of any convertible securities).

“Exempt Transfer”

means any transfer of Covered Shares (i) if the Stockholder is a natural person, (a) by will or intestacy, to the legal representative,

heir, beneficiary or a member of the immediate family of the Stockholder, (b) to any immediate family member (for purposes of this

Agreement, “immediate family” shall mean any spouse, lineal descendant or antecedent, brother or sister, adopted child or

grandchild, or the spouse of any child, adopted child, grandchild or adopted grandchild of the Stockholder) or (c) to any trust the

beneficiaries of which include only the Stockholder or the immediate family of the Stockholder for bona fide estate planning purposes,

(ii) if the Stockholder is a corporation, partnership, limited liability company, trust or other business entity, to another corporation,

partnership, limited liability company, trust or other business entity that is a controlled Affiliate of the Stockholder, or (iii) that

has received the prior written approval of Buyer; provided that (A) any transfer pursuant to the foregoing clause (i) or (ii) of

this definition shall be permitted only if prior to, and as a condition to, such Exempt Transfer becoming effective, such transferee executes

a joinder to this Agreement in form and substance reasonably satisfactory to Buyer and which shall bind such transferee to all of the

obligations of the Stockholder herein and (B) in the case of a transfer pursuant to the foregoing clause (i) or (ii) of

this definition the transferor Stockholder shall remain liable for any failure of such transferee to comply with or perform its obligations

under this Agreement.

“Expiration Time”

means the earlier to occur of (a) the Closing, (b) such date and time as the Purchase Agreement shall be validly terminated

pursuant to Article X thereof or (c) with respect to Section ‎2 only, receipt by the Company of the Requisite

Stockholder Approval.

“Lien”

means any lien, encumbrance, hypothecation, adverse claim, charge, mortgage, security interest, pledge or option, proxy, right of first

refusal or first offer, preemptive right, deed of trust, servitude, voting agreement, voting trust, transfer restriction or any other

similar restriction.

“Permitted Lien”

means (a) any Lien arising under this Agreement, (b) any applicable restrictions on transfer under the Securities Act, or (c) proxies

granted by the Stockholder in connection with the Company’s annual meeting of shareholders to be held on April 21, 2026 and

any adjournment thereof (which shall exclude, for the avoidance of doubt, any proxy with respect to any Acquisition Proposal).

“Representative”

means, with respect to a particular Person, any director, officer, manager, shareholder, member, partner, owner, principal, employee,

advisor, representative, consultant, counsel, accountant, investment banker or agent of such Person.

“Transfer”

means (i) any direct or indirect offer, sale, assignment, encumbrance, pledge, gift, hedge, hypothecation, disposition, loan or other

transfer (including pursuant to a margin call), or entry into any option or other contract, arrangement or understanding with respect

to any offer, sale, assignment, encumbrance, pledge, gift, hedge, hypothecation, disposition, loan or other transfer (whether by merger,

consolidation, division, conversion, operation of law or otherwise), of any Covered Shares or any interest in any Covered Shares (in each

case other than this Agreement), (ii) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or

arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney with respect

to such Covered Shares or (iii) any contract or commitment (whether or not in writing) to take any of the actions referred to in

the foregoing clauses (i) or (ii) of this definition.

2.            Agreement

to Vote the Covered Shares.

2.1            From

the execution and delivery of this Agreement until the Expiration Time, at every meeting of the Company's stockholders at which any of

the following matters are to be voted on (and at every adjournment or postponement or recess thereof), and in any other circumstance,

however called, including in connection with any request for an action by consent of the stockholders in lieu of a meeting, the Stockholder

shall vote (including by providing proxy) or execute and deliver a consent with respect to, all of the Stockholder’s Covered Shares

(or cause the holder(s) of record on any applicable record date to vote (including by providing proxy) or execute and deliver a consent

with respect to all of the Stockholder’s Covered Shares):

(a)            in

favor of the approval of the Purchase Agreement and the Transactions;

(b)            in

favor of the approval of any amended and restated Purchase Agreement or amendment to the Purchase Agreement recommended by the Board or

pursuant to any reaffirmation of the Board Recommendation.

favor of the approval of any proposal to adjourn or postpone the meeting to a later date if there are not sufficient votes present for

there to be a quorum or for the approval of the Purchase Agreement (or any amendment thereto) on the date on which such meeting is held,

or if Buyer proposes or requests such adjournment or proposal, in each case, in accordance with the Purchase Agreement; and

(d)            against

any Acquisition Proposal or any action or proposal in furtherance of any Acquisition Proposal (other than a Superior Proposal).

2.2            From

the execution and delivery of this Agreement until the Expiration Time, at every meeting of the Company's stockholders (and at every adjournment

or postponement or recess thereof), the Stockholder shall appear in person at such meeting or shall cause the Stockholder’s Covered

Shares to be represented by proxy and shall otherwise cause all of the Stockholder’s Covered Shares to be counted for the purposes

of establishing a quorum at such meeting (or, with respect to any such Covered Shares that the Stockholder owns beneficially but not of

record, the Stockholder shall cause the holder(s) of record of such shares as of any applicable record date for determining the Stockholders

entitled to vote at the meeting to be represented in person or by such proxy at such meeting as provided herein and to be counted as present

for purposes of establishing a quorum). The Stockholder hereby appoints the Company and any designee of the Company, and each of them

individually, until the Expiration Time (at which time this proxy shall automatically be revoked), as its proxy and attorney-in-fact,

with full power of substitution and re-substitution, to vote or act by written consent during the term of this Agreement with respect

to the Covered Shares in accordance with Section ‎2.1 hereof in the event the Stockholder fails to comply with its obligation

under this Agreement or attempts or purports to vote (or provide consent with respect to), or cause any other Person to vote or provide

consent with respect to, the Stockholder’s Covered Shares in a manner inconsistent with the terms of this Agreement. This proxy

and power of attorney is given to secure the performance of the duties of the Stockholders under this Agreement. The Stockholder shall

take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and

power of attorney granted by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with

an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with

respect to the Covered Shares (other than proxies granted by the Stockholder in connection with the Company’s annual meeting of

shareholders to be held on April 21, 2026 and any adjournment thereof (which shall exclude, for the avoidance of doubt, any proxy

with respect to any Acquisition Proposal)). The power of attorney granted by the Stockholder herein is a durable power of attorney and

shall survive the bankruptcy, death or incapacity of the Stockholder. The proxy and power of attorney granted hereunder shall terminate

upon the termination of this Agreement.

3.            Transfers.

Beginning on the date hereof until the Expiration Time, the Stockholder hereby covenants and agrees that, (a) except as expressly

contemplated pursuant to this Agreement, the Stockholder shall not, and shall direct its Affiliates and their respective Representatives

not to, directly or indirectly (i) tender any Covered Shares into any tender or exchange offer, (ii) except for an Exempt Transfer,

Transfer or enter into any contract, option, agreement, understanding or other arrangement with respect to the Transfer of, any Covered

Shares or beneficial ownership, voting power or any other interest thereof or therein (including by operation of law), (iii) enter

into any hedge, swap or other transaction or contract which is designed to (or is reasonably expected to lead to or result in) a transfer

of the economic consequences of ownership of any Covered Shares (whether any such transaction is to be settled by delivery of Covered

Shares, in cash or otherwise), (iv) grant any proxies (other than proxies granted by the Stockholder in connection with the Company’s

annual meeting of shareholders to be held on April 21, 2026 and any adjournment thereof (which shall exclude, for the avoidance of

doubt, any proxy with respect to any Acquisition Proposal)) or powers of attorney, deposit any Covered Shares into a voting trust or enter

into a voting agreement with respect to any Covered Shares or (v) commit or agree to take any of the foregoing actions and (b) the

Stockholder shall not, and shall direct its Affiliates and their respective Representatives not to, directly or indirectly take any action

that would reasonably be expected to prevent or materially impair or materially delay the consummation of the transactions contemplated

by this Agreement. Without limiting the foregoing, the Stockholder agrees that it shall not, and shall cause each of its Affiliates not

to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any securities

of the Company for the purpose of opposing or competing with or taking any actions inconsistent with the Transactions. Any Transfer in

violation of this Section 3 shall be void ab initio.

4.            Fiduciary

Duties. The Stockholder is entering into this Agreement solely in its capacity as the record holder and/or beneficial owner of the

Stockholder’s Covered Shares. Without limiting the terms of the Purchase Agreement in any respect, nothing in this Agreement shall

in any way attempt to limit or affect any actions taken by the Stockholder or its Affiliates’ designee(s) or beneficial owner(s) serving

on the Board (in any such director’s capacity as such) or any the Stockholder, in his or her capacity as a director, officer or

employee of the Company or any of its Affiliates, from complying with his or her fiduciary obligations to the extent (and solely to the

extent) acting in such designee’s or beneficial owner’s capacity as a director, officer or employee of the Company. No action

taken (or omitted to be taken) by the Stockholder in any such capacity as a director, officer or employee of the Company shall be deemed

to constitute a breach of this Agreement.

5.            Representations

and Warranties of the Stockholder. The Stockholder hereby represents and warrants that:

5.1            Due

Authority. The Stockholder has the full power and capacity to make, enter into and carry out the terms of this Agreement and the other

definitive documentations contemplated hereby. If an entity, the Stockholder is duly organized, validly existing and in good standing

(to the extent such concept exists) in accordance with the laws of its jurisdiction of formation, as applicable. The execution and delivery

of this Agreement, the performance of the Stockholder’s obligations hereunder, and the consummation of the transactions contemplated

hereby have been validly authorized. This Agreement has been duly and validly executed and delivered by the Stockholder, and this Agreement

constitutes a valid and binding obligation of the Stockholder enforceable against it in accordance with its terms, except as enforcement

may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar applicable Laws

affecting or relating to creditors’ rights generally and equitable remedies of specific performance and injunctive and other forms

of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be

brought.

5.2            Ownership

of the Covered Shares. (a) The Stockholder is, as of the date hereof, the beneficial and/or record owner of the Stockholder’s

Covered Shares, all of which are free and clear of any Liens, other than Permitted Liens, and (b) subject only to community property

laws, if applicable, the Stockholder has sole voting power over all of the Stockholder’s Covered Shares and no person (other than

the Stockholder and any person under common control with the Stockholder) has a right to acquire any of the Covered Shares held by the

Stockholder. The Stockholder has not entered into any agreement to Transfer any Covered Shares (other than any proxies granted by the

Stockholder in connection with the Company’s annual meeting of shareholders to be held on April 21, 2026 and any adjournment

thereof (which shall exclude, for the avoidance of doubt, any proxy with respect to any Acquisition Proposal)). As of the date hereof,

the Stockholder does not own, beneficially or of record, any shares of Company Stock or other voting shares of the Company (or any securities

convertible, exercisable or exchangeable for, or rights to purchase or acquire, any shares of Company Stock or other voting shares of

the Company) other than the Owned Shares.

5.3            No

Conflict: Consents.

(a)            The

execution and delivery of this Agreement by the Stockholder does not, and the performance by the Stockholder of its obligations under

this Agreement does not and will not: (i) violate any Laws applicable to the Stockholder or (ii) result in any breach of or

constitute a default under any contract or obligation to which the Stockholder is a party or by which the Stockholder is subject or (iii)

if an entity, violate the certificate of incorporation, bylaws, operating agreement, limited partnership agreement or any equivalent organizational

or governing documents of the Stockholder, in each case of clauses ‎(i) through ‎(iii), except for such

violations, breaches or defaults as would not materially delay or materially impair the ability of the Stockholder to perform its obligations

under this Agreement.

(b)            No

consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Authority or any other Person

is required by or with respect to the Stockholder in connection with the execution and delivery of this Agreement or the performance by

the Stockholder of its obligations under this Agreement, except (i) as required by the rules and regulations promulgated under

the Exchange Act, the Securities Act, or state securities, takeover and “blue sky” laws or (ii) the applicable rules and

regulations of the SEC or any applicable stock exchange.

5.4            Absence

of Litigation. As of the date hereof, there is no legal action pending against, threatened in writing against, or, to the knowledge

of the Stockholder, threatened orally against or affecting the Stockholder that would reasonably be expected to prevent, materially delay

or materially impair the ability of the Stockholder to perform its obligations under this Agreement.

5.5            Brokers.

No broker, finder, financial advisor, investment banker or other agent is entitled to any brokerage, finder’s, financial advisor’s,

investment banking or other similar fee or commission payable by the Company or any of its Subsidiaries in connection with the transactions

contemplated hereby based upon arrangements made by or, to the knowledge of the Stockholder, on behalf of the Stockholder (it being understood

that arrangements made by the Company shall not be deemed to be an arrangement of the Stockholder).

6.            Representations

and Warranties of the Company. The Company hereby represents and warrants that: (a) the Company has the full power and capacity

to make, enter into and carry out the terms of this Agreement; (b) the Company is duly organized, validly existing and in good standing

in accordance with the laws of its jurisdiction of formation; (c) the execution and delivery of this Agreement and the performance

of the Company’s obligations hereunder have been validly authorized, and assuming the accuracy of the representations and warranties

set forth in Section ‎5.3(b), no other consents or authorizations are required to give effect to this Agreement; and (d) this

Agreement has been duly and validly executed and delivered by the Company, and this Agreement constitutes a valid and binding obligation

of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by general principles of equity

whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar applicable Laws affecting creditors’

rights and remedies generally.

7.            Representations

and Warranties of Buyer. Buyer hereby represents and warrants that: (a) Buyer has the full power and capacity to make, enter

into and carry out the terms of this Agreement; (b) Buyer is duly organized, validly existing and in good standing in accordance

with the laws of its jurisdiction of formation; (c) the execution and delivery of this Agreement and the performance of Buyer’s

obligations hereunder have been validly authorized, and assuming the accuracy of the representations and warranties set forth in Section ‎5.3(b),

no other consents or authorizations are required to give effect to this Agreement; and (d) this Agreement has been duly and validly

executed and delivered by Buyer, and this Agreement constitutes a valid and binding obligation of Buyer enforceable against it in accordance

with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity

and by bankruptcy, insolvency and similar applicable Laws affecting creditors’ rights and remedies generally.

8.            [Restrictive

Covenants.2

8.1            Employee

Non-Solicitation/Non-Hire. For a period of eighteen (18) months from and after the Closing Date, the Stockholder shall not, and shall

cause each of his Affiliates to not, directly or indirectly, (i) encourage, induce, or solicit any Transferred Business Employee

to leave employment with Buyer or any of its Affiliates or (ii) hire, employ, or attempt to hire or employ any Transferred Business

Employee; provided, that the foregoing clause (i) shall not preclude Stockholder or any of his Affiliates from (A) posting

a general solicitation through a public medium or general or mass mailing by or on behalf of Stockholder or his Affiliates, as applicable,

that is not targeted at employees of Buyer or its Subsidiaries or Affiliates or any Transferred Business Employee or (B) soliciting

any terminated employee of Buyer or its Affiliates so long as such former employee has been terminated from employment with Buyer or its

Affiliates for more than twelve (12) months.

2 Section 8 is included only in A.J Kazimi's Voting and

Support Agreement.

8.2            Business

Relations Non-Interference. For a period of four (4) years from and after the Closing Date, the Stockholder shall not, and shall

each cause of his Affiliates to not, directly or indirectly through a third party, (i) induce or attempt to induce any Person to

cease doing business with Buyer or any of its Affiliates with respect to the Products, or (ii) in any way intentionally interfere

with the relationship between any such customer, supplier, licensee, licensor or other business relation of Buyer or any of its Affiliates

with respect to the Products in a manner harmful to Buyer or any of its Affiliates.

8.3            Competing

Products. For a period of four (4) years from and after the Closing Date, the Stockholder shall not, and shall cause his Affiliates

to not, (i) engage in any business in the Territory that manufactures, promotes, markets, distributes, commercializes, imports, exports

or sells any products that compete with the Products, or (ii) grant any rights to or enter into any arrangement with a third party

to launch, manufacture, promote, market, distribute, commercialize, import, export or sell a product that competes with the Products in

the Territory; provided that nothing herein shall prohibit the Stockholder from being a passive owner of not more than 5% of the

outstanding equity securities of any class of a Person so long as none of the Stockholder nor any of his Affiliates has any active participation

in the business of such Person.

8.4            Non-Disparagement.

For a period of three (3) years from and after the Closing Date, the Stockholder shall not, and shall cause his Affiliates not to,

directly or indirectly, make any disparaging statement concerning the Business, the Products or the Acquired Assets.

8.5            Certain

Acknowledgements. The Stockholder agrees and acknowledges that he is familiar with the trade secrets and other information of a confidential

or proprietary nature of the Business, the Products and the other Acquired Assets, and their respective business relations. The Stockholder

also agrees and acknowledges that Buyer, its Affiliates, the Business, the Products and the other Acquired Assets would be irreparably

damaged if the Stockholder or his Affiliates were to provide products or services or to otherwise engage in any activity in violation

of this Section 8 and that any such action would result in a significant loss of goodwill by Buyer and its Affiliates in respect

of such businesses. The Stockholder agrees and acknowledges that the covenants and agreements set forth in this Section 8

were a material inducement to Buyer to enter into this Agreement, the Purchase Agreement and the other Transaction Documents and to perform

its obligations hereunder and thereunder, and that Buyer and its Affiliates would not obtain the benefit of the bargain set forth in this

Agreement, the Purchase Agreement and the other Transaction Documents as specifically negotiated by the parties hereto and thereto, as

applicable, if the Stockholder or his Affiliates breached any of the provisions of this Section 8 with respect to the Products

in the Territory. The Stockholder acknowledges and agrees that the promises and restrictive covenants that the Stockholder and his Affiliates

are providing in this Section 8 are reasonable with respect to period, geographical area and scope and are necessary for the

protection of legitimate interests in Buyer's investment in the Business, the Products and the other Acquired Assets (including customer

relationships, trade secrets and goodwill) pursuant to the Purchase Agreement and the other Transaction Documents, and that such limitations

would not impose any undue burden upon the Stockholder or his Affiliates. In the event that any such period, geographical area or scope

limitation is deemed to be invalid, prohibited or unenforceable by a court of competent jurisdiction, Buyer and the Stockholder agree

to the reduction of any or all of said period, geographical area or scope limitations to such a period, geographical area or scope as

said court shall deem reasonable or enforceable under the circumstances. If such partial enforcement is not possible in such jurisdiction,

the provision shall be deemed severed as to such jurisdiction, and the remaining provisions of this Section 8 shall remain

in full force and effect. The Stockholder acknowledges and agrees that irreparable injury will result to Buyer, the Business, the Products

or the other Acquired Assets if the Stockholder or his Affiliates breaches any of the terms of this Section 8, and that in

the event of the Stockholder's or his Affiliates’ actual or threatened breach of any of the provisions contained in this Section 8,

Buyer will have no adequate remedy at law. The Stockholder accordingly agrees that in the event of any actual or threatened breach by

the Stockholder or his Affiliates of any of the provisions contained in this Section 8, Buyer shall be entitled to such injunctive

and other equitable relief as may be deemed necessary or appropriate by a court of competent jurisdiction without proving the inadequacy

of a remedy at law or irreparable harm and without the requirement to post a bond with respect thereto. Nothing contained herein shall

be construed as prohibiting Buyer from pursuing any other remedies available to it for such breach or threatened breach, including the

recovery of any damages which it is able to prove. In addition, because the protection of the goodwill of the Business requires that the

Stockholder comply with the covenants in this Section 8 for the full periods of restriction discussed herein, the Stockholder

agrees that, if it is determined by a court of competent jurisdiction that the Stockholder has breached this Section 8, any

such period will be extended for a period of time (if any) equal to the time period that the Stockholder is determined by such court of

competent jurisdiction to have breached any of the covenants in this Section 8, such that the Stockholder is ultimately foreclosed

from engaging in the restricted activities under this Section 8 for a time period equal to the full periods of restriction.

The Stockholder shall be liable for any breaches of this Section 8 by any of his Affiliates and Representatives.]

9.            Miscellaneous.

9.1            No

Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company any direct, indirect or beneficial

ownership or incidence of ownership of or with respect to the Covered Shares. Without limiting this Agreement in any manner, rights, ownership

and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and the Company shall

have no authority to direct any Stockholder in the voting or disposition of any of the Covered Shares, except as expressly provided herein.

9.2            Certain

Adjustments. In the event of a stock split, stock dividend or distribution, or any change in the Company Stock by reason of any split-up,

reverse stock split, recapitalization, combination, reclassification, exchange of shares or the like, the terms “Company Stock”

and “Covered Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions

and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

In the event of any such adjustment, or in the event the Stockholder acquires any Additional Shares, Schedule A shall be deemed amended

accordingly, automatically and without further action of any Person to include such Additional Shares.

9.3            Amendments

and Modifications. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of

a written agreement executed by all of the parties hereto. No waiver by any party of its rights hereunder shall be effective against such

party unless the same shall be in writing. No waiver by any party hereto of any default, misrepresentation or breach of warranty or covenant

hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty,

covenant or agreement hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. For the

avoidance of doubt, nothing in this Agreement shall be deemed to amend, alter or modify, in any respect, any of the provisions of the

Purchase Agreement.

9.4            Expenses.

Except as otherwise provided, all costs and expenses incurred in connection with this Agreement shall be paid by the party hereto incurring

such cost or expense.

9.5            Notices.

All notices, requests, instructions or other communications or documents to be given or made hereunder by any party hereto to another

party hereto shall be in writing and (a) served by personal delivery upon the party for whom it is intended, (b) sent by an

internationally recognized overnight courier service to the party for whom it is intended or (c) sent by email unless the sender

receives a failure of transmission in connection therewith:

(i)

if to the Company or the Stockholder, to:

Cumberland Pharmaceuticals Inc.

1600 West End Ave., Sute 1300

Nashville, TN 37203-7003 USA

Attention: Chief Executive Officer

Email: akazimi@cumberlandpharma.com

with a copy (which shall not constitute notice) to:

Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

1600 West End Avenue, Suite 2000

Nashville, TN 37203

Attention: Tonya Mitchem Grindon

E-mail: tgrindon@bakerdonelson.com

(ii)

if to Buyer, to:

Nuvo Pharmaceuticals (Ireland) DAC

88 Harcourt St.

Dublin 2, D02 DK18

Attention: Gary McCloskey

E-mail: gmccloskey@nuvopharm.eu

with a copy to (which shall not constitute notice):

Apotex Inc.

150 Signet Drive

Toronto, Ontario Canada, M9L 1T9,

Attn: Francesco Tallarico; Andrew Teehan

Email: ftallarico@apotex.com; ateehan@apotex.com

and

Kirkland & Ellis LLP

98 S.E. 7th Street, Suite 700

Miami, Florida 33131

Attention: Matthew S. Arenson, P.C.; Ngozi Nezianya

Email: matthew.arenson@kirkland.com;

ngozi.nezianya@kirkland.com

or to such other Person or address as has been designated in writing

by the party to receive such notice provided above. Any notice, request, instruction or other communications or document given as provided

above shall be deemed given to the receiving party (x) upon actual receipt, if delivered personally, (y) on the second Business

Day after deposit with an overnight courier, if sent by an overnight courier, or (z) upon a successful email transmission and such

email shall be deemed successfully transmitted provided sender does not receive notice of failed transmission.

9.6            Specific

Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in

accordance with the terms hereof and that the parties hereto may be entitled to seek a temporary injunction or injunctions to prevent

breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, or to seek a permanent injunction

in addition to any other remedy to which they are entitled at law or in equity without being required to prove irreparable harm or the

inadequacy of monetary damages or other remedy at law or post a bond.

9.7            GOVERNING

LAW; CHOICE OF LAW. ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THIS

AGREEMENT AND SCHEDULE A ATTACHED HERETO AND THE PERFORMANCE OF THE OBLIGATIONS IMPOSED HEREUNDER SHALL BE INTERPRETED AND CONSTRUED IN

ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE; PROVIDED THAT ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION

AND ENFORCEABILITY OF SECTION 8 OF THIS AGREEMENT AND THE PERFORMANCE OF THE OBLIGATIONS IMPOSED THEREIN SHALL BE INTERPRETED

AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TENNESSEE. ANY AND ALL ACTIONS AND CAUSES OF ACTION ARISING OUT OF OR RELATING

TO THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT OR STATUTE, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, INCLUDING

ITS STATUTES OF LIMITATIONS (EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN), WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF

LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD RESULT IN THE APPLICATION OF THE LAWS

OR STATUTE OF LIMITATIONS OF A JURISDICTION OTHER THAN THE STATE OF DELAWARE.

9.8            Dispute

Resolution; WAIVER OF JURY TRIAL

(a)            Except

as expressly provided elsewhere in this Agreement, any Action arising under or relating to this Agreement or any breach or threatened

breach hereof or thereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by

American Arbitration Association (“AAA”); provided, that nothing in this ‎9.8 shall prohibit [(i) Buyer

and its Affiliates from having the right to specifically enforce Section ‎83

and the restrictive covenants therein by way of specific performance, restraining order, injunction or other equitable relief in any court

of competent jurisdiction,]4 (ii) a party hereto from instituting litigation to

enforce any Final Determination in any court of competent jurisdiction or (iii) any Party from seeking remedies under Section ‎9.6,

in each case of clauses [(i)-(iii)], without complying with the procedures in ‎9.8(b)-‎(d). Except as otherwise

provided in this Section ‎9.8 or in the rules and procedures of AAA as in effect from time to time, the arbitration

procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and

applicable provisions of Delaware Law.

(b)            In

the event that any party hereto asserts that there exists an Arbitrable Dispute, such party shall deliver a written notice to each other

party hereto involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve

the same. If no such resolution is reached within thirty (30) days after such delivery of such notice, the party delivering such notice

of Arbitrable Dispute may, within forty-five (45) days after delivery of such notice, commence arbitration hereunder by delivering to

each other party involved therein a notice of arbitration (a “Notice of Arbitration”) and by filing a copy of such

Notice of Arbitration with the New York, New York office of AAA. Such Notice of Arbitration shall specify the matters as to which arbitration

is sought, the nature of any Arbitrable Dispute and the claims of each party to the arbitration and shall specify the amount and nature

of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and

procedures of AAA as in effect from time to time to be included therein, if any.

twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator

expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the

identity of the Arbitrator, each of the parties to the Arbitrable Dispute shall select one independent arbitrator expert in the subject

matter of the Arbitrable Dispute. In the event that any party fails to select an independent arbitrator as set forth herein within twenty

(20) days after delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator(s) selected by the other

party(ies). The arbitrators selected by the parties to the Arbitrable Dispute shall select the Arbitrator, and the Arbitrator shall resolve

the matter according to the procedures set forth in this Section ‎9.8.

(d)            The

arbitration shall be conducted under the rules and procedures of AAA as in effect from time to time, except as otherwise set forth

herein or as modified by the agreement of all of the parties. The arbitration shall be conducted in New York, New York. The Arbitrator

shall conduct the arbitration so that a final result, determination, finding, judgment or award (the “Final Determination”)

is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration

nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the

Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination

of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical

errors.

Section references are updated for Voting and Support Agreements that do not include Section 8.

Included only in A.J. Kazimi's Voting and Support Agreement.

(e)            The

parties hereto each may enforce any Final Determination in any court of competent jurisdiction.

(f)             Each

party hereto hereby irrevocably consents to the service of process by registered mail or personal service.

(g)            If

any party hereto shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery

to such party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the Applicable Rate.

Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a three hundred sixty-five (365) day year and

shall be payable on demand. In addition, such party shall promptly reimburse the other party(ies), as applicable, for any and all costs

or expenses of any nature or kind whatsoever (including all attorneys’ fees and expenses) incurred in seeking to collect such damages

or to enforce any Final Determination.

(h)            EACH

OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY ACTION, SUIT

OR PROCEEDING (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF

THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT,

TORT, EQUITY OR OTHERWISE (INCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY SEEKING EQUITABLE RELIEF).

9.9            Documentation

and Information. Except as required by applicable Law, the Stockholder shall not, and shall direct its Representatives not to, make

any public announcement regarding this Agreement, the Purchase Agreement, or the Transactions without the prior written consent of Buyer

and the Company. The Stockholder consents to and authorizes the publication and disclosure by the Company of the Stockholder’s identity

and holding of the Covered Shares, and the terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement),

and any other information that the Company reasonably determines is required to be disclosed by applicable Law, in any press release,

the Proxy Statement and any other disclosure document required in connection with the Purchase Agreement and the Transactions. The Stockholder

acknowledges that the Company, in its sole discretion, may file this Agreement or a form hereof with the U.S. Securities and Exchange

Commission (the “SEC”) or any other Governmental Authority. The Stockholder agrees to promptly give the Company

any information it may reasonably request for the preparation of any such disclosure documents.

9.10          Further

Assurances. The Stockholder agrees, from time to time, at the reasonable request of the Company and without further consideration,

to execute and deliver such additional documents and take all such further action as may be reasonably required to consummate and make

effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.

9.11          Entire

Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and

oral, among the parties with respect to the subject matter hereof. For the avoidance of doubt, nothing in this Agreement shall be deemed

to amend, alter or modify, in any respect, any of the provisions of the Purchase Agreement.

9.12          Reliance.

The Stockholder understands and acknowledges that Buyer is entering into the Purchase Agreement in reliance upon the Stockholder’s

execution and delivery of this Agreement.

9.13          Interpretation.

(a)            When

used in this Agreement, the words “include,” “includes” and “including” shall be deemed to be followed

by the words “without limitation” and, unless the context otherwise requires, “neither,” “nor,” “any,”

“either” and “or” shall not be exclusive.

(b)            Any

terms defined in the singular shall have a comparable meaning when used in the plural, and vice-versa.

Agreement shall be deemed drafted jointly by the parties hereto and shall not be specifically construed against any party based on any

claim that such party or its counsel drafted this Agreement.

(d)            The

headings and captions used in this Agreement are for convenience of reference only and do not constitute a part of this Agreement and

shall not be deemed to limit, characterize or in any way affect any provision of this Agreement.

(e)            Any

reference to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires

otherwise.

(f)             Any

singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The definitions contained in

this Agreement are applicable to the masculine as well as to the feminine and neuter genders of such term.

(g)            References

to Articles, Sections and Schedules are to Articles, Sections and Schedules of this Agreement unless otherwise specified. All Schedules

annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Capitalized

terms used in any Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.

9.14          Assignment.

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto in whole

or in part (whether by operation of applicable Law or otherwise) without the prior written consent of the other parties, and any such

assignment without such consent shall be null and void. This Agreement shall be binding upon, inure to the benefit of and be enforceable

by the parties hereto and their respective successors and permitted assigns.

9.15          Severability.

The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the

validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application of such provision to

any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor

to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the

remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity

or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application

of such provision, in any other jurisdiction.

9.16          Counterparts.

This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become

effective when one or more counterparts have been signed by each party hereto and delivered by each party to the other parties, it being

understood that all parties hereto need not sign the same counterpart. Counterpart signature pages to this Agreement may be delivered

by electronic delivery (i.e., by email of a portable document format (PDF) signature page), and each such counterpart signature page will

constitute an original for all purposes.

9.17          Non-Survival

of Representations and Warranties. None of the representations and warranties in this Agreement or in any schedule, instrument or

other document delivered pursuant to this Agreement shall survive the Closing or the termination of this Agreement. This Section ‎9.17

shall not limit any covenant or agreement contained in this Agreement that by its terms is to be performed in whole or in part after

the Closing or the termination of this Agreement.

9.18          Termination.

This Agreement shall automatically terminate without further action by any of the parties hereto and shall have no further force or effect

as of the Expiration Time; provided that the provisions of this Section 9 shall survive any such termination.

Notwithstanding the foregoing, termination of this Agreement shall not prevent any party hereto from seeking any remedies (at law or

in equity) against any other party for that party’s breach of any of the terms of this Agreement prior to the date of termination;

provided, however, that in no such event shall the Stockholder have any liability for any monetary damages resulting from a breach

of this Agreement other than in connection with a Willful and Material Breach of this Agreement by the Stockholder. For purposes hereof,

“Willful and Material Breach” means a material breach of this Agreement that results from a willful or deliberate act or

failure to act by a Party that knows, or could reasonably be expected to have known, that the taking of such act or failure could result

in such a material breach.

9.19          No

Agreement until Executed. This Agreement shall not be effective unless and until (i) the Board has approved, for purposes of

any applicable takeover Laws, and any applicable provision of the charter or bylaws of the Company, the Purchase Agreement, this Agreement

and the Transactions, and following such approval, (ii) the Purchase Agreement is executed by all parties thereto and (iii) this

Agreement is executed and delivered by all parties hereto.

[Signature page follows]

IN WITNESS WHEREOF, the parties

hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

COMPANY:

CUMBERLAND PHARMACEUTICALS INC.

By:

Name:

Title:

BUYER:

Nuvo Pharmaceuticals (Ireland) DAC

By:

Name:

Title:

STOCKHOLDER:

[●]

By:

Name:

Schedule A

Stockholder

Shares of Common

Stock

[●]

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2611622d1_ex99-1.htm · Sequence: 4

Exhibit 99.1

Cumberland Pharmaceuticals

Announces

Strategic Transaction

to Integrate Commercial Business with Apotex

Transaction unlocks

$100 million in value for Cumberland

Sharpens focus

on Orphan Drug Candidates to address Unmet Medical Needs

NASHVILLE, Tenn.

(April 23, 2026) - Cumberland Pharmaceuticals Inc. (Nasdaq: CPIX), a U.S. specialty pharmaceutical company, today announced

it has entered into an agreement with an affiliate of Apotex (“Apotex”), the largest Canadian based pharmaceutical company

to integrate their branded U.S. businesses. Under the terms of the agreement, Apotex will acquire Cumberland’s line of branded

pharmaceuticals for cash consideration of $100 million, and create a platform to deliver specialty medicines that improve the quality

of patient care. The transaction is subject to authorization and approval by Cumberland’s shareholders.

Cumberland will

retain its pipeline product candidates which it intends to focus on developing following the closing of the transaction. It will also

retain its majority ownership position in Cumberland Emerging Technologies Inc.

“Our business

has two distinct profiles - with established commercial operations typical of a specialty pharmaceutical company and an exciting development

pipeline often associated with a biotechnology firm” said A.J. Kazimi, CEO of Cumberland. “This transaction unlocks value

for our shareholders and enables us to focus on the large market opportunities associated with our pipeline product candidates. We believe

that the integration of these products with Apotex will create more critical mass to support patient care and provide enhanced career

opportunities for our commercial team”.

“This transaction

will strengthen our ability to support patients in some of the most critical moments of their care journey,” said Jeff Watson,

President & CEO of Apotex. “As a Force for Health, we are committed to improving access to high-quality medicines and

ensuring that patients, families, and clinicians have the treatments they rely on. Integrating Cumberland’s commercial business

into the Apotex family will enhance our ability to deliver a meaningful health impact to patients across the United States.”

In addition to

its portfolio of FDA approved brands involved in the transaction with Apotex, Cumberland is developing ifetroban, a potent thromboxane

antagonist through a series of programs designed to address unmet medical needs with significant market potential.

The Company has

announced breakthrough results in a Phase II clinical study of ifetroban in patients with cardiomyopathy associated with Duchenne

muscular dystrophy (“DMD”). This rare, fatal genetic neuromuscular disease results in deterioration of the skeletal,

heart and lung muscles. Interactions with the FDA are underway regarding the study results and remaining requirements for approval. The

program has received Orphan Drug, Rare Pediatric Disease and more recently Fast Track designations from the FDA.

Cumberland also

has a Phase II clinical program evaluating its ifetroban product candidate in patients with Systemic Sclerosis (“SSc”) or

scleroderma, a debilitating autoimmune disorder characterized by diffuse fibrosis of the skin and internal organs. Enrollment in that

study is completed and the next milestone will be announcement of the top-line study results.

The Company’s

third development program involves the treatment with ifetroban in patients with Idiopathic Pulmonary Fibrosis (“IPF”), the

most common form of progressive fibrosing interstitial lung disease. Enrollment in the Phase II study is well underway at medical centers

across the U.S., with interim safety and interim efficacy results pending.

About Apotex

Apotex is a Canadian-based

global health company. Apotex improves everyday access to affordable, innovative medicines and health products for millions of people

around the world, with a broad portfolio of generic, biosimilar, and innovative branded pharmaceuticals, and consumer health products.

Headquartered in Toronto, with regional offices globally, including in the United States, Mexico, and India, Apotex is the largest Canadian-based

pharmaceutical company and a health partner of choice for the Americas for pharmaceutical licensing and product acquisitions.

Learn more at

www.apotex.com

About Cumberland

Pharmaceuticals

Cumberland Pharmaceuticals

Inc. is the largest biopharmaceutical company founded and headquartered in Tennessee and is focused on providing unique products that

improve the quality of patient care. The company distributes a portfolio of FDA-approved brands.

Cumberland also

has a series of Phase II clinical programs underway evaluating its ifetroban product candidate in patients with cardiomyopathy associated

with Duchenne Muscular Dystrophy, Systemic Sclerosis and Idiopathic Pulmonary Fibrosis.

For more information

see www.cumberlandpharma.com

Additional

Information and Where to Find It

This press release

may be deemed to be a solicitation of proxies from Cumberland’s shareholders in connection with the proposed transaction. In connection

with the proposed transaction, Cumberland intends to file a proxy statement and relevant documents with respect to the special meeting

to be held in connection with the proposed transaction with the SEC. The definitive proxy statement will be mailed to Cumberland’s

shareholders in advance of the special meeting. Investors and security holders of Cumberland are urged to read the proxy statement and

any other relevant documents filed with the SEC when they become available because they will contain important information about Cumberland,

Apotex and the proposed transaction. The proxy statement, when it becomes available, and any other documents filed by Cumberland with

the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain

free copies of the documents filed with the SEC by Cumberland by sending a written request to Cumberland, 1600 West End Avenue, Suite 1300

Nashville, Tennessee 37203, Attention: Corporate Secretary.

Participants

in the Solicitation

Cumberland and

its directors and executive officers may, under SEC rules, be deemed to be participants in the solicitation of proxies from Cumberland’s

shareholders in connection with the proposed transaction. Information about the directors and executive officers, including their interests

in the transaction, will be included in Cumberland’s proxy statement relating to the transaction when it becomes available.

Forward-Looking

Statements

This press release

contains forward-looking statements, which are subject to certain risks and reflect Cumberland’s current views on future events

based on what it believes are reasonable assumptions. No assurance can be given that these events will occur. As with any business, all

phases of Cumberland’s operations are subject to factors outside of its control, and any one or combination of these factors could

materially affect Cumberland’s results of operations. These factors include market conditions, competition, an inability of manufacturers

to produce Cumberland’s products on a timely basis or failure of manufacturers to comply with regulations applicable to pharmaceutical

manufacturers, maintaining an effective sales and marketing infrastructure, natural disasters, public health epidemics, and other events

beyond our control, as more fully discussed in the Company’s most recent Form 10-K and subsequent 10-Qs as filed with the

SEC. There can be no assurance that results anticipated by the Company will be realized or that they will have the expected effects.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company

does not undertake any obligation to publicly revise these statements to reflect events after the date hereof.

SOURCE: Cumberland Pharmaceuticals Inc.

Investor Contact:

Shayla Simpson

Medica Contact:

Emily Kent

Cumberland Pharmaceuticals

Inc.

Dalton Agency

(615) 255-0068

(540) 621-5448

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