Other Closing Deliverables. At the Closing, the parties shall deliver the following: (a) Seller shall deliver to Buyer documentation acceptable to Buyer demonstrating that their respective signatories to this Agreement are duly authorized to execute the Agreement on their behalf. (b) Seller shall deliver to Buyer an Assignment and Amendment No. 1 to the PRA Agreement dated as of the Effective Date among PRA, AOI and Buyer (the “PRA Assignment”), in form and substance satisfactory to Buyer, duly executed by AOI and PRA. (c) Seller shall deliver to Buyer an Assignment of that certain Services Agreement dated October 18, 2004 between Resistys and Hesperion Ltd., as amended by COS#1 dated December 6, 2005 and COS#2 dated April 12, 2007 (the “Hesperion Assignment”), in form and substance satisfactory to Buyer. (d) Seller shall deliver to Buyer the Licensor’s consent in writing to the assignment of the License Agreement and the Supply Agreement contemplated hereby, in form and substance satisfactory to Buyer. (e) Seller shall deliver to Buyer all other consents and approvals required of third parties with respect to the transactions contemplated in this Agreement, in form and substance satisfactory to Buyer, including copies of the approvals of the Boards of Directors of each Seller and of the approval of the shareholders of Resistys and AOI certified by the Secretary of each Seller. (f) AOI shall deliver to Buyer such documents and instruments as are necessary or desirable to transfer the sponsorship of the RP101 IND to Buyer, in form and substance satisfactory to Buyer. (g) Seller shall deliver to Buyer physical copies of the Assumed Agreements, Seller IP Rights, Regulatory Filings, Manufacturing Information and Research and Development Materials and all Books and Records related thereto. (h) AOI shall deliver to Buyer evidence of the conversion of at least 75% of the debt owed by AOI to Chopin Opus One, L.P. into equity of AOI, in form and substance reasonably satisfactory to Buyer. For the avoidance of doubt, the balance of said debt shall be included in the list of Creditors set forth in Schedule 5.3 of the Disclosure Schedule and shall be paid by the Escrow Agent within thirty (30) days after Closing pursuant to Section 4.1 unless theretofore converted. (i) Buyer shall pay the Licensor the RESprotect Invoices in the amount of Three Hundred Sixty-Five Thousand Four Hundred Seventy-Four United States Dollars (US$365,474). (j) Buyer shall deliver to Seller appropriate documentation (in form and substance reasonably satisfactory to Seller) demonstrating that the signatory to this Agreement is duly authorized to execute the Agreement on behalf of Buyer. (k) Buyer shall deliver to Seller copies of the approval of its Board of Directors certified by the Secretary of Buyer. (l) Buyer shall deliver to Seller an executed Security Agreement as set forth in Section 4.5. (m) Buyer shall deliver to Seller the PRA Assignment and the Hesperion Assignment, duly executed by Buyer.
Appears in 2 contracts
Samples: Assignment and Purchase Agreement, Assignment and Purchase Agreement (Sciclone Pharmaceuticals Inc)
Other Closing Deliverables. At (i) The Representative shall have received from the Closing, the parties shall deliver the following:
(a) Seller shall deliver to Buyer documentation acceptable to Buyer demonstrating that their respective signatories to this Agreement are duly authorized to execute the Agreement on their behalf.
(b) Seller shall deliver to Buyer an Assignment and Amendment No. 1 to the PRA Agreement dated as of the Effective Date among PRA, AOI and Buyer (the “PRA Assignment”), in form and substance satisfactory to Buyer, duly executed by AOI and PRA.
(c) Seller shall deliver to Buyer an Assignment of that certain Services Agreement dated October 18, 2004 between Resistys and Hesperion Ltd., as amended by COS#1 dated December 6, 2005 and COS#2 dated April 12, 2007 (the “Hesperion Assignment”), in form and substance satisfactory to Buyer.
(d) Seller shall deliver to Buyer the Licensor’s consent in writing to the assignment of the License Agreement and the Supply Agreement contemplated hereby, in form and substance satisfactory to Buyer.
(e) Seller shall deliver to Buyer all other consents and approvals required of third parties with respect to the transactions contemplated in this Agreement, in form and substance satisfactory to Buyer, including copies of the approvals of the Boards of Directors of each Seller and of the approval of the shareholders of Resistys and AOI certified by the Secretary of each Seller.
(f) AOI shall deliver to Buyer such documents and instruments as are necessary or desirable to transfer the sponsorship of the RP101 IND to Buyer, in form and substance satisfactory to Buyer.
(g) Seller shall deliver to Buyer physical copies of the Assumed Agreements, Seller IP Rights, Regulatory Filings, Manufacturing Information and Research and Development Materials and all Books and Records related thereto.
(h) AOI shall deliver to Buyer evidence of the conversion of at least 75% of the debt owed by AOI to Chopin Opus One, L.P. into equity of AOI, a certificate in form and substance reasonably satisfactory acceptable to Buyer. For the avoidance Representative of doubt, the balance of said debt shall be included in the list of Creditors set forth in Schedule 5.3 an authorized officer of the Disclosure Schedule Buyer, dated as of the Closing Date, to the effect that the conditions specified in Section 8.2(b) and Section 8.2(c) and have been satisfied.
(ii) The Representative shall be paid have received from the Buyer a certificate of the Buyer executed by the Secretary of the Buyer, dated as of the Closing Date, certifying: (i) the name, title, incumbency and signatures of the officers authorized to execute this Agreement and the Ancillary Agreements to which the Buyer is a party, and (ii) any and all Buyer Board of Director, committee and shareholder resolutions, consents or other actions taken by the Buyer’s Board of Directors, any committee of the Buyer’s Board of Directors or the Buyer’s shareholders between the date hereof and the Closing Date with respect to the approval and authorization of the Transactions.
(iii) The Escrow Agreement shall have been executed by the Escrow Agent within thirty (30) days after Closing pursuant and the Buyer and delivered to Section 4.1 unless theretofore convertedthe Representative.
(iiv) Buyer The Representative shall pay have received evidence of delivery of the Licensor General Escrow Amount and the RESprotect Invoices in Special Escrow Amount to the amount of Three Hundred Sixty-Five Thousand Four Hundred Seventy-Four United States Dollars (US$365,474)Escrow Agent.
(jv) The Buyer shall deliver have executed and delivered (A) an Offer Letter to Seller appropriate documentation each of the Stockholders and Key Personnel (in form other than any Stockholders and substance reasonably satisfactory Key Personnel listed on Schedule 8.1(h)(iv)(B)), and (B) a Consulting Agreement to Seller) demonstrating that each of the signatory Persons listed on Schedule 8.1(h)(iv)(B), which Offer Letters and Consulting Agreements shall, to this Agreement is the extent duly authorized to execute executed and delivered by such Stockholder or Key Personnel, as applicable, become effective upon, and subject to, the Agreement on behalf of BuyerClosing.
(kvi) Buyer The Representative shall deliver to Seller copies have received such other certificates and instruments (including certificates of good standing of the approval Buyer in its jurisdiction of its Board organization, certified charter documents and the adoption of Directors certified by authorizing resolutions) as it shall reasonably request in connection with the Secretary of BuyerClosing.
(lvii) Buyer The Stockholders shall deliver to Seller an executed Security Agreement as set forth in Section 4.5have received the Initial Purchase Price.
(m) Buyer shall deliver to Seller the PRA Assignment and the Hesperion Assignment, duly executed by Buyer.
Appears in 1 contract
Other Closing Deliverables. At the Closing, the parties shall deliver the following:
(a) Seller shall deliver to Buyer documentation acceptable to Buyer demonstrating that their respective signatories to this Agreement are duly authorized to execute the Agreement on their behalf.
(b) Seller shall deliver to Buyer an Assignment and Amendment No. 1 to the PRA Agreement dated as of the Effective Date among PRA, AOI and Buyer (the “PRA Assignment”), in form and substance satisfactory to Buyer, duly executed by AOI and PRA.
(c) Seller shall deliver to Buyer an Assignment of that certain Services Agreement dated October 18, 2004 between Resistys and Hesperion Ltd.[****], as amended by COS#1 dated December 6, 2005 and COS#2 dated April 12, 2007 (the “Hesperion [****] Assignment”), in form and substance satisfactory to Buyer.
(d) Seller shall deliver to Buyer the Licensor’s consent in writing to the assignment of the License Agreement and the Supply Agreement contemplated hereby, in form and substance satisfactory to Buyer.
(e) Seller shall deliver to Buyer all other consents and approvals required of third parties with respect to the transactions contemplated in this Agreement, in form and substance satisfactory to Buyer, including copies of the approvals of the Boards of Directors of each Seller and of the approval of the shareholders of Resistys and AOI certified by the Secretary of each Seller.
(f) AOI shall deliver to Buyer such documents and instruments as are necessary or desirable to transfer the sponsorship of the RP101 IND to Buyer, in form and substance satisfactory to Buyer.
(g) Seller shall deliver to Buyer physical copies of the Assumed Agreements, Seller IP Rights, Regulatory Filings, Manufacturing Information and Research and Development Materials and all Books and Records related thereto.
(h) AOI shall deliver to Buyer evidence of the conversion of at least 75% of the debt owed by AOI to Chopin Opus One, L.P. into equity of AOI, in form and substance reasonably satisfactory to Buyer. For the avoidance of doubt, the balance of said debt shall be included in the list of Creditors set forth in Schedule 5.3 of the Disclosure Schedule and shall be paid by the Escrow Agent within thirty (30) days after Closing pursuant to Section 4.1 unless theretofore converted. **** Certain information on this page has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions.
(i) Buyer shall pay the Licensor the RESprotect Invoices in the amount of Three Hundred Sixty-Five Thousand Four Hundred Seventy-Four United States Dollars (US$365,474).
(j) Buyer shall deliver to Seller appropriate documentation (in form and substance reasonably satisfactory to Seller) demonstrating that the signatory to this Agreement is duly authorized to execute the Agreement on behalf of Buyer.
(k) Buyer shall deliver to Seller copies of the approval of its Board of Directors certified by the Secretary of Buyer.
(l) Buyer shall deliver to Seller an executed Security Agreement as set forth in Section 4.5.
(m) Buyer shall deliver to Seller the PRA Assignment and the Hesperion [****] Assignment, duly executed by Buyer.
Appears in 1 contract
Samples: Assignment and Purchase Agreement (Sciclone Pharmaceuticals Inc)
