Oklahoma Sample Asset Purchase Agreement between Orth-McNeil Pharmaceutical, Inc. and Cygnus, Inc. regarding the sale and purchase of assets of company - Sample

• Category: Corporations - Public - Asset Purchase - Samples
• State: Multi-State
• Control #: US-EG-9367
• Format: Word; Rich Text

Description

Asset Purchase Agreement between Orth-McNeil Pharmaceutical, Inc. and Cygnus, Inc. regarding the sale and purchase of assets of company dated November 17, 1999. 39 pages. Title: Oklahoma Sample Asset Purchase Agreement: Sale and Purchase of Assets between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. Introduction: This article provides a detailed description of an Oklahoma Sample Asset Purchase Agreement between two pharmaceutical companies, Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. The agreement outlines the terms and conditions of the sale and purchase of assets of the company. Here we will explore the various types of assets covered in this sample agreement. 1. Overview of the Agreement: The Oklahoma Sample Asset Purchase Agreement is a legally binding document between Orthogonal Pharmaceutical, Inc. (Seller) and Cygnus, Inc. (Buyer). This agreement governs the sale and purchase of specific assets from the Seller's company by the Buyer. 2. Key Assets Covered: The Agreement encompasses a wide range of assets including, but not limited to: a) Intellectual Property: The sale and purchase of patents, trademarks, copyrights, and any proprietary technology owned by the Seller. b) Tangible Assets: Any physical property or assets owned by the Seller such as machinery, equipment, inventory, and real estate. c) Contracts: The transfer of contracts, agreements, leases, licenses, and permits related to the Seller's business operations. d) Goodwill: The transfer of the Seller's reputation, customer base, and other intangibles that contribute to its business value. e) Financial Assets: The transfer of accounts receivable, debts, and financial instruments held by the Seller. f) Employees: The terms and conditions for the transfer or termination of employees associated with the purchased assets. 3. Purchase Price and Payment Terms: This section of the agreement outlines the agreed-upon purchase price for the assets and the payment terms. It may include specific provisions for installment payments, adjustment mechanisms, or escrow arrangements to ensure a smooth transaction. 4. Representations and Warranties: Both parties provide assurances to each other regarding their rights, ownership, authority, and legal compliance concerning the assets being sold. This section typically covers the accuracy of financial statements, absence of litigation, intellectual property ownership, and other relevant disclosures. 5. Conditions Precedent: The agreement may include conditions that must be fulfilled before the purchase can be completed. Such conditions might involve regulatory or governmental approvals, third-party consents, or other necessary steps to ensure a legally valid transaction. 6. Indemnification and Limitations of Liability: This section addresses the allocation of risks between the Buyer and Seller after the completion of the purchase. It defines the scope and limitations of indemnification for potential claims, breaches, or losses arising from the assets sold. 7. Governing Law and Dispute Resolution: The agreement specifies the governing law for the transaction, such as the laws of the state of Oklahoma, and outlines the mechanisms for dispute resolution, including arbitration or litigation. Conclusion: The Oklahoma Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. is a comprehensive legal document governing the sale and purchase of various assets. This agreement ensures that both parties are protected and their rights and obligations are clearly defined. It covers different types of assets, purchase price, representations, conditions precedent, and dispute resolution mechanisms.

Title: Oklahoma Sample Asset Purchase Agreement: Sale and Purchase of Assets between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. Introduction: This article provides a detailed description of an Oklahoma Sample Asset Purchase Agreement between two pharmaceutical companies, Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. The agreement outlines the terms and conditions of the sale and purchase of assets of the company. Here we will explore the various types of assets covered in this sample agreement. 1. Overview of the Agreement: The Oklahoma Sample Asset Purchase Agreement is a legally binding document between Orthogonal Pharmaceutical, Inc. (Seller) and Cygnus, Inc. (Buyer). This agreement governs the sale and purchase of specific assets from the Seller's company by the Buyer. 2. Key Assets Covered: The Agreement encompasses a wide range of assets including, but not limited to: a) Intellectual Property: The sale and purchase of patents, trademarks, copyrights, and any proprietary technology owned by the Seller. b) Tangible Assets: Any physical property or assets owned by the Seller such as machinery, equipment, inventory, and real estate. c) Contracts: The transfer of contracts, agreements, leases, licenses, and permits related to the Seller's business operations. d) Goodwill: The transfer of the Seller's reputation, customer base, and other intangibles that contribute to its business value. e) Financial Assets: The transfer of accounts receivable, debts, and financial instruments held by the Seller. f) Employees: The terms and conditions for the transfer or termination of employees associated with the purchased assets. 3. Purchase Price and Payment Terms: This section of the agreement outlines the agreed-upon purchase price for the assets and the payment terms. It may include specific provisions for installment payments, adjustment mechanisms, or escrow arrangements to ensure a smooth transaction. 4. Representations and Warranties: Both parties provide assurances to each other regarding their rights, ownership, authority, and legal compliance concerning the assets being sold. This section typically covers the accuracy of financial statements, absence of litigation, intellectual property ownership, and other relevant disclosures. 5. Conditions Precedent: The agreement may include conditions that must be fulfilled before the purchase can be completed. Such conditions might involve regulatory or governmental approvals, third-party consents, or other necessary steps to ensure a legally valid transaction. 6. Indemnification and Limitations of Liability: This section addresses the allocation of risks between the Buyer and Seller after the completion of the purchase. It defines the scope and limitations of indemnification for potential claims, breaches, or losses arising from the assets sold. 7. Governing Law and Dispute Resolution: The agreement specifies the governing law for the transaction, such as the laws of the state of Oklahoma, and outlines the mechanisms for dispute resolution, including arbitration or litigation. Conclusion: The Oklahoma Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. is a comprehensive legal document governing the sale and purchase of various assets. This agreement ensures that both parties are protected and their rights and obligations are clearly defined. It covers different types of assets, purchase price, representations, conditions precedent, and dispute resolution mechanisms.