|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019|
(a) the trade names, registered trademarks, trademark applications, registered service marks and service mark applications listed on Schedule 4.5 to the Agreement, (b) all renewals thereof, (c) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (d) the right to sue for past, present and future infringements and dilutions thereof, (e) the goodwill of the business symbolized by the foregoing or connected therewith, and (f) all rights corresponding thereto throughout the world.
“Transactions” means collectively, (a) the entering into of the Loan Documents to be executed on the Closing Date and the incurrence of the Loans, (b) the repayment of all outstanding loans under the Prepetition Revolving Credit Agreement, together with all accrued and unpaid interest on such loans and the accrued and unpaid unused line fee thereunder on the Closing Date and (c) the payment of fees, costs and expenses in connection with the foregoing and with the Cases.
“Treximet Assets” means the Treximet Intellectual Property, all Inventory used or held for use in the Treximet Business and the assets identified as the Product Working Capital Assets in the Reference Statement, to the extent related to the Treximet Business; provided that no Shared GTN Contract shall be a Treximet Asset. Capitalized terms used in this definition shall have the meaning specified therefor in the Stalking Horse Sale Agreement as in effect on the Closing Date.
“Treximet Intercompany Note” means that certain promissory note dated as of August 19, 2014 in the principal outstanding amount of $225,500,000 as of the Petition Date executed by Pernix Ireland in favor of Borrower.
“TSA” means that certain Transitional Distribution Services Agreement, dated January 6, 2019, between Nalpropion and Pernix Therapeutics, LLC, as amended, supplemented or otherwise modified from time to time.
“United States” or “U.S.” means the United States of America.
“Voidable Transfer” has the meaning specified therefor in Section 17.8 of the Agreement.
“Zohydro” means the pharmaceutical product containing hydrocodone birtartrate and marketed under the Zohydro® trademark.
“Zohydro 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, relating to, or developed or used in connection with Zohydro, whether now owned or existing or hereafter acquired or arising and wherever located, including, without limitation, all proceeds, products, accessions, rents, profits of or in respect of any of the foregoing, the Intellectual Property of Borrower or any of its Subsidiaries relating to Zohydro and all rights of Borrower or any of its Subsidiaries under and arising out of the Zohydro Contracts.
“Zohydro Contracts” means (i) the Asset Purchase Agreement dated as of March 10, 2015 by and among Pernix Ireland Pain (as successor in interest to Pernix Ireland Limited, a private company limited by shares incorporated under the laws of the Republic of Ireland and including any permitted assignees) and Zogenix (as amended, restated or otherwise modified, subject to the proviso to clause (v) of this definition, the “Zogenix Purchase Agreement”), (ii) the License Agreement between Elan Pharma International Limited and Pernix Ireland Pain, dated as of November 27, 2007, (iii) the Commercial Manufacturing and Supply Agreement between Daravita Limited and Pernix Ireland Pain, dated as of March 5, 2015, (iv) each other contract relating to the Zohydro Assets existing on the Closing