SEC Filings

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

 

(a)                 Section 3.12(a)(i) of the Disclosure Letter sets forth a true, correct and complete list of all U.S. and foreign (i) issued Patents and pending Patent applications, (ii) registered Trademarks and applications to register any Trademarks, (iii) registered Copyrights and applications for registration of Copyrights, and (iv) domain name registrations, in each case, which are owned by or registered to a Seller and included in the Transferred Assets. Sellers are the sole and exclusive beneficial and record owners of all of the Intellectual Property set forth in Section 3.12(a)(i) of the Disclosure Letter, and all such issued or registered Intellectual Property is subsisting, enforceable and, to the Knowledge of Sellers, valid (and since January 1, 2017, there has been no Action asserted or, to the Knowledge of Sellers, threatened challenging the scope, validity or enforceability of any such Intellectual Property).

 

(b)                The Sellers own, or have a valid right to use, free and clear of all Interests, other than Specified Interests, all material Intellectual Property included in the Transferred Assets.

 

(c)                 To the Knowledge of Sellers, the conduct of the Business (including the products and services of the Sellers) does not Infringe (and, since January 1, 2017, has not Infringed), in any material respect, any Person's Intellectual Property. There is no material Action pending or, to the Knowledge of Sellers, threatened, against any Seller alleging that the conduct of the Business (including the products and services of the Sellers) Infringes any Person's Intellectual Property.

 

(d)                To the Knowledge of Sellers, no Person is Infringing, in any material respect, any Intellectual Property owned by or exclusively licensed to Sellers and included in the Transferred Assets, and no Seller, or to Knowledge of Sellers any other Person, has asserted or threatened any Action against any Person alleging that such Person Infringes any such Intellectual Property since January 1, 2017.

 

(e)                 Each Seller takes reasonable measures to protect the confidentiality of material Trade Secrets included in the Transferred Assets.

 

(f)                  The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other Person in respect of, the Buyer's right to own, use, or hold for use any material Intellectual Property included in the Transferred Assets.

 

(g)                Since January 1, 2017, (i) the Sellers have not experienced any material defects in the Software included in the Transferred Assets that remain unremedied, (ii) to the Knowledge of Sellers, there have been no material security breaches in Sellers' information technology systems used in the Business, and (iii) there are no ongoing disruptions in any of the Sellers' information technology systems that materially adversely affect the Business.

 

Section 3.13               Taxes.

 

(a)                 Since January 1, 2017, all income and other material Tax Returns relating to the Transferred Assets and the Business that were required to be filed have been duly and timely filed, and all such Tax Returns were true, correct and complete in all material respects when filed. Subject to any obligation of the Sellers under the Bankruptcy Code, since January 1,

 

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