NTEC » Topics » (a) Certain Closing Deliveries of Seller . At the Closing, Seller shall have delivered or caused to be delivered to Buyer:

This excerpt taken from the NTEC DEFA14A filed Sep 18, 2008.

(a)           Certain Closing Deliveries of Seller.  At the Closing, Seller shall have delivered or caused to be delivered to Buyer:

 

(i)            subject to Section 2.5, a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement, substantially in the form of Exhibit A, as may be necessary, among other things, to effect the assignment to Buyer of all rights of Seller in and to the Assumed Contracts, duly executed by Seller;

 

(ii)           a duly executed counterpart to the License and Sublicense Agreement (the “Seller License Agreement”), pursuant to which Buyer will sublicense its rights under the NRC License Agreement and in Neose Case NEO00206 to Seller;

 

(iii)          assignments for the registrations and applications included in the Transferred Intellectual Property in such form or forms reasonably satisfactory to Buyer which shall be recordable in all jurisdictions in which such registrations have been made or such applications have been filed;

 

(iv)          copies of each Assumed Contract, and physical possession of any tangible Purchased Assets, together with certain deeds, endorsements or other instruments as may be reasonably requested by Buyer to vest in Buyer good and marketable title to all of the Purchased Assets, including the Inventory and the Books and Records, in each case in accordance with the Transition Plan; and

 

(v)         a duly executed copy of the BGX License Agreement, substantially in the form attached hereto as Exhibit B;

 

(vi)        a duly executed copy of the BGX Sublicense Agreement, substantially in the form attached hereto as Exhibit C;

 

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(vii)         a duly executed counterpart to the assignment of all of Seller’s rights, duties and obligations under the BGX License Agreement and the BGX Sublicense Agreement, substantially in the form attached hereto as Exhibit D;

 

(viii)        a duly executed counterpart to the Post-Closing Confidentiality Agreement, substantially in the form attached hereto as Exhibit F; and

 

(ix)           a duly executed copy of the BGX Asset Purchase Agreement, as the same may be amended in accordance with Section 5.6;

 

This excerpt taken from the NTEC 8-K filed Sep 18, 2008.

(a)           Certain Closing Deliveries of Seller.  At the Closing, Seller shall have delivered or caused to be delivered to Buyer:

 

(i)            subject to Section 2.5, a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement, substantially in the form of Exhibit A, as may be necessary, among other things, to effect the assignment to Buyer of all rights of Seller in and to the Assumed Contracts, duly executed by Seller;

 

(ii)           a duly executed counterpart to the License and Sublicense Agreement (the “Seller License Agreement”), pursuant to which Buyer will sublicense its rights under the NRC License Agreement and in Neose Case NEO00206 to Seller;

 

(iii)          assignments for the registrations and applications included in the Transferred Intellectual Property in such form or forms reasonably satisfactory to Buyer which shall be recordable in all jurisdictions in which such registrations have been made or such applications have been filed;

 

(iv)          copies of each Assumed Contract, and physical possession of any tangible Purchased Assets, together with certain deeds, endorsements or other instruments as may be reasonably requested by Buyer to vest in Buyer good and marketable title to all of the Purchased Assets, including the Inventory and the Books and Records, in each case in accordance with the Transition Plan; and

 

(v)         a duly executed copy of the BGX License Agreement, substantially in the form attached hereto as Exhibit B;

 

(vi)        a duly executed copy of the BGX Sublicense Agreement, substantially in the form attached hereto as Exhibit C;

 

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(vii)         a duly executed counterpart to the assignment of all of Seller’s rights, duties and obligations under the BGX License Agreement and the BGX Sublicense Agreement, substantially in the form attached hereto as Exhibit D;

 

(viii)        a duly executed counterpart to the Post-Closing Confidentiality Agreement, substantially in the form attached hereto as Exhibit F; and

 

(ix)           a duly executed copy of the BGX Asset Purchase Agreement, as the same may be amended in accordance with Section 5.6;

 

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