SEC Filings

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


copyright offices and domain name registrars and other similar authorities (i) where Intellectual Property included in the Transferred Assets is still recorded in the name of legal predecessors of any Seller or any Person other than a Seller or (ii) where the relevant recordals of the patent, copyright, and trademark offices, and domain name registrars, and other similar authorities with respect to any Seller's Intellectual Property included in the Transferred Assets are materially incorrect for any other reason; provided that, in each case, the form and content of any such documents shall be subject to Sellers' agreement, not to be unreasonably withheld. Buyer shall reimburse Seller for any reasonable out of pocket costs incurred by Seller in fulfilling Seller's obligations under this Section 5.13.


Section 5.14               Medical Inquiries. Promptly following the Closing Date, the Buyer shall identify the person to whom the Sellers shall refer all routine medical information requests by telephone or in writing.


Section 5.15               Transition Services.


(a)                 If reasonably requested by the Buyer, (i) to the extent the Sellers have access thereto and/or possession thereof, the Sellers shall permit any Transferred Employees to work at any facility that is an Excluded Asset and (ii) the Sellers and the Buyer shall negotiate, in good faith, on a post-closing transition services agreement on terms that are mutually acceptable to the Parties, in each of case (i) and (ii), in order to provide for the movement of any Transferred Assets, transfer of customer relationships and employees and such other assistance as the Buyer may reasonably need to facilitate any separation of the Transferred Assets from Excluded Assets; provided, that, in each case, any such transition services to be provided by the Sellers shall be subject to any winding-down of operations and related capabilities of the Sellers post-Closing. The cost of transition services (including the post-Closing costs during the transition period of maintaining the Leases that would have been rejected but for the Buyer's intention to use the facilities related to such Leases to conduct transition services) shall be borne by the Buyer (and shall include a reasonable and customary administrative markup). The Sellers will not reject any Lease relating to a location for which the Buyer is requesting transition services; provided, that during the post-Closing period while the Buyer is using the transition services, the Buyer shall remit the amounts required by this Section 5.15.


(b)                From the date hereof until the Closing Date, the Sellers shall use commercially reasonable efforts to negotiate a lease for the Morristown Facility, which lease shall be effective from and after, and be conditioned upon the occurrence of, the Closing and on other terms that are reasonable acceptable to the Buyer; provided that the failure to secure such lease shall not constitute a failure of any Closing condition.


Section 5.16               Certain Matters Regarding Treximet Sale.


(a)                 In the event the Bankruptcy Court approves a Treximet Sale, it shall be a condition of such Treximet Sale that the Qualified Bidder in such Treximet Sale agrees to, without duplication, if any Shared Designated Contract is a Transferred Contract, (i) indemnify Buyer for any Liabilities under such Shared Designated Contract to the extent arising out of, resulting from or otherwise relating to the Treximet Business (the "Treximet-Related Shared Contract Liabilities") and, unless such Qualified Bidder is credit worthy, as reasonably