SEC Filings

PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019
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"Treximet Letter of Credit" means a standby letter of credit from a nationally recognized financial institution reasonably acceptable to Buyer in an amount equal to (i) the aggregate Treximet-Related Shared Contract Liabilities (as estimated as of the Closing in good faith by Seller Parent and reasonably agreed to in good faith by Buyer and the Qualified Bidder in the Treximet Sale), multiplied by (ii) 110%, which letter of credit shall be (A) unconditional and otherwise reasonably satisfactory to Buyer, (B) maintained (and immediately upon any expiration or termination thereof replaced) by the Qualified Bidder in the Treximet Sale for the sole benefit of Buyer, and (C) on the six month anniversary of the Closing Date and periodically thereafter, decreased to an amount reflecting the aggregate Treximet Related Shared Contract Liabilities (as estimated at such time by and agreed to in good faith by Buyer and the Qualified Bidder in the Treximet Sale) multiplied by 110%.


"Treximet Products" means the medicinal or pharmaceutical products, product candidates or therapies that are or have been researched, developed, tested (including through clinical trials), commercialized, manufactured, stored, sold, licensed or distributed by or on behalf of the Sellers under the Trademark "Treximet", including but not limited to those products listed in Section 1.1(e) of the Disclosure Letter.


"Treximet Sale" means any sale, transfer or other disposition, directly or indirectly, including through an asset sale, share sale, merger, amalgamation or other similar transaction, including a plan of reorganization approved by the Bankruptcy Court, or resulting from the Auction, of the Treximet Assets, in a transaction or series of transactions with a Qualified Bidder.


"Treximet Secured Notes" means the 12% Senior Secured Notes due 2020 issued by Seller Parent pursuant to the Treximet Indenture.


"Treximet Working Capital Liabilities" means the liabilities identified as the Product Working Capital Liabilities in the Reference Statement, to the extent related to the Treximet Business; provided that no Treximet-Related Shared Contract Liabilities shall be Treximet Working Capital Liabilities.



Section 1.2                  Table of Definitions. The following terms have the meanings set forth in the Sections referenced below:


Definition Location
Accounting Principles 1.1
Action 1.1
Affiliate 1.1
Agreement Preamble