Sale of Product Line. In the event of a sale of the NCP’s business as it relates to the Covered Products, including, without limitation, any sale included a part of a sale of all or substantially all the assets of NCP or a merger or recapitalization by NCP or sale of equity interests by any member of NCP that results in the transfer of all or any portion of the Product Line (as hereinafter defined) from NCP to a person or entity unaffiliated with NCP, NCP shall make payment to Xxxxxxx Xxxxx (the “Product Line Payment”) in an amount equal to twenty percent (20%) of that portion of the proceeds reasonably allocable to the Product Line. For the purposes of the foregoing, the “Product Line” means the Covered Products and the Intellectual Property conferring the right in the owner to market and distribute any or all of the Covered Products. For the avoidance of doubt, Product Line includes any products that are pregnancy related. If the sale of a Product Line is consummated that involves any payments that are not made at the closing of such transaction, such as NCP notes or earn-out payments, the applicable portion of the payment obligation set forth herein relating to such deferred or contingent payments shall only become due and payable upon receipt of any such payments by NCP or its affiliates. Further, in the event that NCP is required to return any purchase consideration received in connection with one of the foregoing transactions, including the sale of a Product Line, as a result of indemnification obligations or otherwise, Sellers shall promptly pay to Purchaser NCP’ portion of any such returned proceeds. It shall be a condition to any sale under this Section 2I that the prospective purchaser (or surviving entity in any merger) shall: (i) then have (and shall confirm to Xxxxxxx Xxxxx it writing its agreement to maintain for a period of time not less than the then remaining Royalty Period) product liability insurance in amounts greater than or equal to (and with coverage greater than or equal to) the insurance required to be maintained by Purchaser under this Agreement; and (ii) name Xxxxxxx Xxxxx as an additional named insured under such policy or policies o Xxxxxxx Xxxxx shall provide certain consulting services to NCP from time to time, upon NCP’s request, including, but not limited to, developing maternity-related content for xxxx://xxx.xxxxxxxxxxxxx.xxx,or any other website that NCP might use to promote the sale of Products, the identification, formulation, packaging and...
Sale of Product Line. If at any time the Buyer or any of its Affiliates (including the Surviving Corporation) directly or indirectly consummates a Product Line Sale, then the Buyer shall require, as a condition to the consummation of such Product Line Sale, that the acquirer assume, in an assumption agreement to which the Company Equityholders are made third party beneficiaries, the Buyer’s remaining obligations under this Section 2.8 and under Section 2.11, as applicable. In the event the acquirer is a publicly traded company with a market capitalization of not less than [****] at the time of such Product Line Sale, the Buyer shall have no further responsibility or liability for such obligations under this Section 2.8 and under Section 2.11 once the acquirer has assumed such obligations as set forth above. In the event of a Product Line Sale to any other Person, the Buyer shall remain liable for the remaining obligations under this Section 2.8 and under Section 2.11 and the Company Equityholder Representative may enforce those obligations directly against the Buyer to the extent such purchaser shall have not fully performed those obligations within [****] of the date required under this Agreement.
Sale of Product Line. In December 1998, TTI entered into an agreement to sell the assets related to its network testing software product line for $5,500,000. As part of the agreement, the purchaser agreed to purchase, at fair market value, research and development and manufacturing services from TTI for a minimum of two years. These service agreements were not renewed upon the expiration of the initial term in January 2001. TTI has also agreed to provide consulting and support services for end users on a time and materials basis. In addition, the purchaser has agreed to pay royalties on future sales of the product line. The revenue from this transaction was recorded in 1999, as the sale was contingent upon the execution of the research and development and manufacturing agreements, which were signed on January 11, 1999. These future services are not essential to the functionality of the assets being sold and have been contracted at their fair value. The proceeds from the sale of this product line are presented in other income in the accompanying consolidated statements of operations. Employees and certain assets associated with the network testing software product line were retained by TTI for the purposes of fulfilling TTI's obligations under the research and development and contract manufacturing agreements. For the years ended December 31, 1999 and 2000, revenues under these agreements included in product revenues in the accompanying consolidated statements of operations totaled $7,372,000 and $7,033,000, respectively.
