SEC Filings

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

 

(i)                  Contracts with any Affiliate or current or former officer or director of any Seller (other than employment-related Contracts).

 

(ii)                Contract relating to any material business, equity or asset acquisition by any Seller (or any of their Subsidiaries) or any disposition of any significant portion of the business, equity or assets of any Seller (or any of their Subsidiaries) (in each case other than acquisitions or dispositions involving aggregate payments of less than $150,000 or the acquisition, sale or disposition of Inventory in the Ordinary Course of Business), in each case, since January 1, 2017;

 

(iii)              Contracts relating to Indebtedness;

 

(iv)               collective bargaining agreement or other agreement or arrangement with a labor union, trade union, works council, labor organization or other employee-representative body;

 

(v)                [intentionally omitted];

 

(vi)               any Contract pursuant to which a Seller (A) is granted or obtains or agrees to grant or obtain any right to use or otherwise exploit any material Intellectual Property included in the Transferred Assets, (B) is restricted in its right to use or register any material Intellectual Property included in the Transferred Assets, or (C) permits or agrees to permit any other Person to use, enforce or register any material Intellectual Property included in the Transferred Assets, including any license agreements, coexistence agreements and covenants not to sue; in each case excluding any Contracts (i) containing non-exclusive licenses of Intellectual Property relating to the development, manufacture, distribution, sale or other commercialization of Products entered into in the Ordinary Course of Business or (ii) entered into for commercially available Software with annual payments below $50,000;

 

(vii)             any material Contract or consent decree with or from any Governmental Authority;

 

(viii)           any Contract that imposes on any Seller or any of their respective Affiliates (including Buyer and its Affiliates following the Closing) (other than those contained in confidentiality agreements or similar Contracts) (A) any restriction on soliciting customers or employees or any non-competition restrictions, (B) any restriction on entering into any line of business, or from freely providing services or supplying products to any customer or potential customer, or in any part of the world, (C) a "most favored nation" pricing provision or exclusive marketing or distribution rights relating to any products or territory or minimum purchase obligations or exclusive purchase obligations with respect to any goods or services binding such Seller or its Affiliates in favor of the counterparty, (D) any right of first refusal or right of first offer or similar right or limitations on the ability of any Seller (or any of their Subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of its assets or business granted to the counterparty to any Contract, or (E) other than restrictions that will cease to be effective on and after the Closing, any restriction on either the payment of dividends or distributions or the incurrence of Encumbrances on the property or assets of any Seller (or any of their Subsidiaries);

 

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