|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019|
“Nalpropion” means Nalpropion Pharmaceuticals, Inc.
“Nalpropion Assets” means, with respect to Borrower or any Subsidiary of Borrower, its right, title and interest in, to and under all personal property consisting of or relating to any equity or debt securities issued by, or obligations of, Nalpropion Pharmaceuticals, Inc., whether now owned or existing or hereafter acquired or arising and wherever located. For the avoidance of doubt, Nalpropion Assets shall not include the Services Agreement and the TSA.
“Net Cash Proceeds” means, with respect to any Asset Sale or Non-Exclusive License, the proceeds of such Asset Sale or Non-Exclusive License in the form of cash (including (i) payments in respect of deferred payment obligations to the extent corresponding to principal, but not interest, when received in the form of cash and/or cash equivalents, and (ii) proceeds from the conversion of other consideration received when converted to cash), net of:
(1) brokerage commissions and other fees and expenses directly related to such Asset Sale or Non-Exclusive License, as applicable, including reasonable and customary fees and expenses of counsel, accountants and investment bankers;
(2) provisions for taxes as a result of such Asset Sale or Non-Exclusive License, as applicable, without regard to the consolidated results of operations of Borrower and its Subsidiaries;
(3) payments required to be made to holders of minority interests in Subsidiaries as a result of such Asset Sale or Non-Exclusive License, as applicable, or to repay Indebtedness (other than the Obligations) outstanding at the time of such Asset Sale or Non-Exclusive License, as applicable, that is secured by a Lien on the property or assets sold, disposed of or subject to such Non-Exclusive License, as applicable, to the extent required to be applied prior to the repayment of the Obligations; and
(4) appropriate amounts to be provided as a reserve against liabilities associated with such Asset Sale or Non-Exclusive License, as applicable, including pension and other post-employment benefit liabilities, liabilities related to environmental matters and indemnification obligations associated with such Asset Sale or Non-Exclusive License, as applicable, with any subsequent reduction of the reserve other than by payments made and charged against the reserved amount to be deemed a receipt of cash.
“New Money General Purpose Commitments” means, collectively, the Closing Date General Purpose Commitments and the Delayed Draw Commitments. As of the Closing Date, immediately prior to the funding of any Loans, the aggregate principal amount of the New Money General Purpose Commitments is $15,000,000.
“New Money General Purpose Loans” means the Closing Date General Purpose Loans and the Delayed Draw Loans.
“Non-Consenting Lender” has the meaning specified therefor in Section 14.2(a) of the Agreement.
“Non-Defaulting Lender” means each Lender other than a Defaulting Lender.
“Non-Exclusive License” means the licensing on a non-exclusive basis (including co-promotion arrangements) of patents, trademarks, copyrights, and other Intellectual Property rights in the Ordinary Course of Business that does not materially and adversely affect the business or condition