Common use of Agreements to Purchase and Sell Clause in Contracts

Agreements to Purchase and Sell. Subject to the terms and conditions contained herein, at the Closing Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, all right, title, and interest of Seller in and to the following assets of Seller (collectively, the "Purchased Assets"): (a) all of the rights to fixed and other tangible personal property, whether owned or leased, to the extent primarily used by Seller to manufacture and assemble the Products as set forth on Schedules 2.1(a)(i) and 2.1(a)(ii), including the Inventory designated on Schedule 2.1(a)(i) and certain equipment designated on Schedule 2.1(a)(ii) (the "Equipment"); (b) the following Intellectual Property Rights owned by Seller to the extent they primarily relate to the Products: (i) the trademarks, patents and patent applications set forth on Schedule 2.1(b), (ii) the package designs, labels, logos and associated artwork exclusively related to the Products, (iii) master and working cell banks, references and standards, methodologies, processes, protocols, specifications, techniques, trade secrets and know how, databases and formulas and (iv) studies and other work in progress, manufacturing processes and technical information, to the extent they primarily relate to the Products (collectively, the "Transferred Intellectual Property"); provided, however that Transferred Intellectual Property does not include any Intellectual Property Rights licensed to Seller; (c) all rights and interest of Seller to active contracts to the extent they primarily relate to the Products, including supply, licenses, clinical trial, research and development agreements, which are set forth on Schedule 2.1(c) (the "Contracts"); (d) all regulatory applications, licenses, approvals, certificates, permits, franchises, or other evidence of authority submitted by or on behalf of, or issued to, Seller or Seller's Affiliates by a federal, state, local or foreign governmental agency or authority, regardless of jurisdiction, to the extent they primarily relate to the Products, in each case to the extent assignable, including without limitation the matters set forth on Schedule 2.1(d), (the "Governmental Authorizations"); (e) all records, reports, research materials, Product information files (including Product development and regulatory history files), marketing information files and inactive contracts of Seller and Seller's Affiliates, in each case to the extent they primarily relate to the Products; (f) all current and pending investigational new drug applications for the Products as set forth on Schedule 2.1(f); (g) all goodwill relating primarily to the trademarks that are part of the Transferred Intellectual Property; and (h) all raw materials listed on Schedule 2.1(h) (the "Raw Materials").

Agreements to Purchase and Sell. Subject to the terms and conditions contained herein, at the Closing Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, free and clear from all Encumbrances, all right, title, and interest of Seller in and to all assets related to the Products, including the following assets of Seller (collectively, the "“Purchased Assets"”): (a) all sales and marketing information, including all customer records and sales history with respect to customers (including invoices), sales and marketing records, price lists, documents, correspondence, studies, reports, and all other books, ledgers, files, and records of every kind, tangible data, customer lists (including appropriate contact information), vendor and supplier lists, service provider lists, promotional literature and advertising materials, catalogs, data and laboratory books, media records, research material, technical information, blueprints, technology, technical designs, drawings, specifications and other product development records (including those relating to development costs) of the rights to fixed and other tangible personal propertySeller, whether owned or leased, relating to the extent primarily used by Seller Products and including but not limited to manufacture and assemble those related to the Products as set forth on Schedules 2.1(a)(iKinlytic™ relaunch (Schedule 2.1(a) and 2.1(a)(iilists some but not all of the materials described in this Section 2.1(a)) ; (i) all Intellectual Property Rights related to the Products, including the Inventory designated on Schedule 2.1(a)(i) and certain equipment designated on Schedule 2.1(a)(ii) (domain names, domain name registration applications, contents of websites hosted at the "Equipment"); (b) the following Intellectual Property Rights owned by Seller to the extent they primarily relate to the Products: (i) the aforementioned domain names, copyrights, copyright applications, trademarks, trademark applications, patents and patent applications set forth on Schedule 2.1(b), (ii) the package designs, labels, logos (whether or not registered) and associated artwork exclusively and typeface, trade names, brand names, logos (whether or not registered), certification marks and service marks that are licensed to or owned, used or held for use by the Seller as of the Closing and are related to the Products, Products and (iii) master and working cell banksall technical information, references and standards, methodologies, processes, protocols, specifications, techniques, trade secrets and know how, databases and formulas and (iv) studies and other work in progress, manufacturing processes and technical information, related to the extent they primarily relate Products and any supporting documentation that are related to the Products (collectively, the "“Transferred Intellectual Property"”); provided, however that Transferred Intellectual Property does not include any Intellectual Property Rights licensed to Seller; (c) the Master Cell Bank and Working Cell Banks described on Schedule 2.1(c) (the “Cell Banks”); (i) all rights and interest of Seller to active contracts under and to the extent they primarily relate to the Products, including supply, licenses, clinical trial, research and development agreements, which are contracts set forth on Schedule 2.1(c2.1(d)(i) (the "“Assumed Contracts"”), including any amounts, payments and receipt due under the Assumed Contracts; however, such rights and interest will not include any rights and interest that relate to Products not included in the Inventory; (dii) any amounts, payments and receipt due under the contracts set forth on Schedule 2.1(d)(ii) (the “Assumed Liability Contracts”) that relate to the Channel Inventory; (e) the drug substances, clinical lots, reference standards, reserve samples, patient samples and other materials stored for the Seller by Xxxxxx BioServices, Inc. in Rockville, MD, Catalent Pharma Solutions in Philadelphia, PA and BioReliance Corporation in Rockville, MD (the “Other Inventory”), including the ones identified on Schedule 2.1(e) hereto; (f) all regulatory applications, licenses, approvals, filings, certificates, permits, registrations, rights, franchises, or other evidence of authority submitted by or on behalf of, or issued to, to Seller or Seller's ’s Affiliates by a federal, state, local or foreign governmental agency or authority, regardless of jurisdiction, to the extent they primarily relate relating to the Products, in each case to the extent assignable, including without limitation NDA 21-846, the matters set forth on Schedule 2.1(d), SNDAs and IND 1444 (the "“Governmental Authorizations"”); (eg) 29,798 vials of labeled Product, further described in Schedule 2.1(g) hereto, comprising the three lots labeled with National Drug Code (NDC) number 00000-0000-0 (Xxxx 00000X0, 00000X0, 10758Z7) that are the subject of the new NDA 21-846 previously submitted to the FDA seeking, among other things, authorization for release of the Product that is the subject matter of such application so that it can be used commercially by the Seller and distributed by the Seller, but which, as of the date of this Agreement, have not been approved for release by the FDA (“Labeled Inventory”); (h) 78,865 vials of unlabelled Product, further described in Schedule 2.1(h) hereto, that have been approved by Seller for distribution, but have not been submitted by Seller for approval by the FDA (“Unlabeled Inventory”); (i) all records, reports, research materials, reports and Product information files (including Product development and regulatory history files), marketing information files and inactive contracts of Seller and Seller's Affiliates, in each case to the extent they relating primarily relate to the Products, including without limitation the categories of documents identified on Schedule 2.1(i); (fj) all current and pending new drug applications, supplemental new drug applications and investigational new drug applications for the Products as set forth on Schedule 2.1(f2.1(j); (gk) all goodwill relating primarily to the trademarks that are part Products; (l) the Raw Materials specified on Schedule 2.1(l); (m) all vials of Products stability samples set forth on Schedule 2.1(m); (n) the Transferred Intellectual Propertyequipment set forth on Schedule 2.1(n) (the “Equipment”); and (ho) all raw materials listed a total of 64 vials of Abbokinase, comprising of (i) 24 vials are in the keeping of Commonwealth Biotechnologies, Inc. on Schedule 2.1(hthe date hereof and (ii) 40 vials, bearing National Drug Code (NDC) number 0000-0000-00 and belonging to lot numbered 30821Z7, which shall be repurchased by Seller from the "Raw Materials")three wholesalers AmerisourceBergen Drug Corporation, McKesson Corporation and Cardinal Health on or after the date hereof but prior to the Closing. The Seller shall repurchase at least 10 vials from each aforementioned wholesaler.