SEC Filings

PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019
Entire Document


which the Business operates. For purposes of this definition and Article III, the term "Business" shall refer to the Business as of the date of this Agreement.


"Milestones" means those milestones set forth in clauses (a), (b), (c), (d) and (e) in Section 5.8; provided, that any such Milestone may be extended upon mutual agreement between the Buyer and the Sellers or automatically to the extent necessary to accommodate the Bankruptcy Court's availability; provided, however, notwithstanding anything to the contrary herein, the Outside Date shall not be extended without the mutual agreement of the Parties; provided, further, that any Milestone that would otherwise fall on a day that is not a Business Day will fall on the next day that is a Business Day.


"Morristown Facility" means the office space that is the subject of the Morristown Lease.


"Morristown Lease" means that certain Agreement of Lease, dated as of April 8, 2014, between 10 North Park Place, LLC, as landlord, and Pernix Therapeutics Holdings, Inc., as tenant, as amended by that certain Amendment to Lease, dated as of January 21, 2015.


"Nalpropion" means Nalpropion Pharmaceuticals, Inc. a Delaware corporation.


"Nalpropion Loan Documents" means the "Loan Documents", as defined in that certain Credit Agreement, dated as of July 27, 2018, among Nalpropion, as borrower, the lenders party thereto from time to time and Wilmington Savings Fund Society, FSB, as agent, as any of the foregoing may be amended, restated, supplemented, modified, extended, refinanced or replaced from time to time.


"Nalpropion Loan Indebtedness" means all Indebtedness of Nalpropion arising under the Nalpropion Loan Documents.


"Nalpropion Shares" means all equity interests owned by the Sellers in Nalpropion.


"NDAs" means a new drug application or supplemental new drug application and any amendments thereto submitted to the FDA.


"Net Product Working Capital" means, as of the Closing, (a) the specific items that are included as "Current Product Assets" in the Net Product Working Capital calculation set forth in the Reference Statement, minus, (b) the sum of (i) the specific items that are included as "Current Product Liabilities" in the Net Product Working Capital calculation set forth in the Reference Statement and (ii) without duplication of any amount included in the calculation of prong (i), all Cure Costs required to be paid by Buyer under this Agreement in respect of any Designated Contract (other than any Royalty Contract), in each case as calculated in accordance with the Accounting Principles and the Reference Statement and as determined in accordance with Section 2.8.


"Order" means any award, writ, injunction, judgment, order or decree entered, issued, made, or rendered by any Governmental Authority.


"Ordinary Course of Business" means the operation of the Business in the ordinary course consistent with past practice, as such practice is, or may have been, reasonably modified