Common use of Closing Deliveries and Conditions Clause in Contracts

Closing Deliveries and Conditions. 5.1. Seller’s Deliveries And Conditions Of Purchaser’s Obligation. The obligations of Purchaser to consummate the transactions set forth in this Agreement are subject to the fulfillment of each of the following conditions, any of which may be waived in writing by Purchaser: a. Seller shall have duly executed and delivered to Purchaser any license agreements, assignments, and such other instruments of transfer as may be reasonably requested by Purchaser to transfer the Technology and the Proprietary Rights, and any other consideration stated in Exhibit B, to Purchaser, all in a form reasonably satisfactory to Purchaser; b. Seller shall execute an assignment attached hereto as Exhibit A (“Patent Assignment”) suitable for filing with the U.S. Patent and Trademark Office (“USPTO”) within thirty (30) days after the Closing Date, provided Purchaser has complied with all of the payment requirements set forth in Section 2.3. Seller shall send within forty-five (45) days after the Closing Date, via Federal Express or other reliable and trackable delivery service, to Purchaser the executed original of the Patent Assignment along with the patent prosecution files and original documents related to the patent prosecution files that are owned or controlled by Seller its agents or attorneys regarding the Patents and Patent Applications, including, without limitation, any assignments for the Patents and Patent Applications, documents and materials evidencing dates of invention, prosecution history files, and an electronic copy of an updated docket current; c. No preliminary or permanent injunction or other binding order, decree or ruling issued by a court or governmental agency shall be in effect which shall have the effect of preventing the consummation of the transactions contemplated by this Agreement; d. Seller shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with; and e. The representations and warranties of Seller contained in this Agreement and any exhibits and schedules attached or referenced thereto shall be true and correct .

Closing Deliveries and Conditions. 5.1. Seller’s Deliveries And Conditions Of (a) The Purchaser’s Obligation. The obligations of Purchaser to consummate the transactions set forth in this Agreement contemplated hereby are subject to satisfaction or waiver, in the fulfillment discretion of each the Purchaser, of the following conditions, any of which may be waived in writing by Purchaser: a. Seller (i) A copy of the irrevocable instructions to the Transfer Agent of the Company to issue stock certificates in the name of the Purchaser evidencing the Shares being sold to the Purchaser; (ii) the Company shall have duly executed and delivered to the Purchaser any license agreementsthis Agreement; and (iii) All representations and warranties of the Company contained herein shall be true and correct as of the Closing Date (except for representations and warranties that speak as of a specific date, assignments, which representations and warranties must be correct as of such other instruments of transfer as may be reasonably requested by Purchaser to transfer the Technology and the Proprietary Rights, and any other consideration stated in Exhibit B, to Purchaserdate), all in a form reasonably satisfactory to Purchaser; b. Seller shall execute an assignment attached hereto as Exhibit A (“Patent Assignment”) suitable for filing with the U.S. Patent necessary consents and Trademark Office (“USPTO”) within thirty (30) days after the Closing Date, provided Purchaser has complied with all waivers of the payment requirements set forth in Section 2.3. Seller shall send within forty-five (45) days after the Closing Date, via Federal Express or other reliable and trackable delivery service, to Purchaser the executed original of the Patent Assignment along with the patent prosecution files and original documents related to the patent prosecution files that are owned or controlled by Seller its agents or attorneys regarding the Patents and Patent Applications, including, without limitation, any assignments for the Patents and Patent Applications, documents and materials evidencing dates of invention, prosecution history files, and an electronic copy of an updated docket current; c. No preliminary or permanent injunction or other binding order, decree or ruling issued by a court or governmental agency shall be in effect which third parties shall have the effect of preventing the consummation of the transactions contemplated by this Agreement; d. Seller been obtained and each party shall have performed and complied in all material respects with all covenants, agreements, obligations the covenants and conditions contained in required by this Agreement that are required to be performed or complied withwith by the party at or prior to the Closing. (b) The Company’s obligation to consummate the transactions contemplated hereby are subject to satisfaction or waiver, in the discretion of the Company, of the following conditions: (i) the Purchase Price by wire transfer to the account designated on the Company’s signature page to this Agreement; and e. The (ii) the Purchaser shall have executed and delivered to the Company this Agreement; (iii) All representations and warranties of Seller the Purchaser contained in this Agreement and any exhibits and schedules attached or referenced thereto herein shall be true and correct .as of the Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties must be correct as of such date), all necessary consents and waivers of third parties shall have been obtained and each party shall have performed and complied in all material respects with the covenants and conditions required by this Agreement to be performed or complied with by the party at or prior to the Closing; and (iv) the Purchaser shall have executed a Voting and Support Agreement with regard to the Company’s anticipated reverse triangular merger with Marker Therapeutics, Inc.

Closing Deliveries and Conditions. 5.1. Seller’s Deliveries And Conditions Of Purchaser’s Obligation. The obligations of Purchaser (a) At the Closing the Company shall be obligated to consummate the transactions set forth in this Agreement are subject deliver or cause to be delivered to the fulfillment of each of the following conditions, any of which may be waived in writing by Purchaser: a. Seller (i) Instructions to the transfer agent of the Company to issue one or more stock certificates in the name of Purchaser evidencing 50,000,000 shares of Company common stock; and (ii) a warrant certificate, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to 1,000,000 shares of Company common stock; and (iii) A duly executed and signature page to this Agreement. (b) At the Closing Purchaser shall deliver or cause to be delivered to the Company the following: (i) the Purchase Price by wire transfer of $1,500,000 to the account of the Company as provided to the Purchaser any license agreements, assignments, in writing and such other instruments by delivery of transfer as may be reasonably requested by Purchaser to transfer a Promissory Note in the Technology and principal amount of $2,500,000 in the Proprietary Rights, and any other consideration stated in Exhibit B, to Purchaser, all in a form reasonably satisfactory to Purchaser; b. Seller shall execute an assignment attached hereto as Exhibit A; and (ii) A duly executed signature page to this Agreement. (“Patent Assignment”c) suitable for filing with All representations and warranties of the U.S. Patent other party contained herein shall be true and Trademark Office (“USPTO”) within thirty (30) days after correct as of the Closing DateDate (except for representations and warranties that speak as of a specific date, provided Purchaser has complied with which representations and warranties must be correct as of such date), all necessary consents and waivers of the payment requirements set forth in Section 2.3. Seller shall send within forty-five (45) days after the Closing Date, via Federal Express or other reliable and trackable delivery service, to Purchaser the executed original of the Patent Assignment along with the patent prosecution files and original documents related to the patent prosecution files that are owned or controlled by Seller its agents or attorneys regarding the Patents and Patent Applications, including, without limitation, any assignments for the Patents and Patent Applications, documents and materials evidencing dates of invention, prosecution history files, and an electronic copy of an updated docket current; c. No preliminary or permanent injunction or other binding order, decree or ruling issued by a court or governmental agency shall be in effect which third parties shall have the effect of preventing the consummation of the transactions contemplated by this Agreement; d. Seller been obtained and each party shall have performed and complied in all material respects with all covenants, agreements, obligations the covenants and conditions contained in required by this Agreement that are required to be performed or complied with; andwith by the party at or prior to the Closing. e. (d) The representations Purchaser shall have loaned the Company $1,000,000 as set forth in section 3 of the June 16, 2009 Term Sheet for Investment Contract between the Company and warranties the Purchaser (the “Term Sheet”). (e) The settlement obligations set forth in section 8 of Seller contained in this Agreement and any exhibits and schedules attached or referenced thereto the Term Sheet shall be true satisfied at closing. (f) The director resignations and correct appointments set forth in section 9 of the Term Sheet shall occur at Closing. (g) The Purchaser and the Special Committee shall be reimbursed and compensated by the Company as set forth in section 13 of the Term Sheet at Closing.

Closing Deliveries and Conditions. 5.1. (A) Buyer’s obligation to purchase the Shares hereunder is conditioned on the following closing conditions and deliveries by Seller’s Deliveries And Conditions Of Purchaser’s Obligation. The obligations of Purchaser : (i) Seller shall deliver, or cause to consummate be delivered, the transactions set forth in following: (1) this Agreement are subject duly executed by each Seller; (2) properly executed irrevocable stock transfer powers with signature guarantees acceptable to the fulfillment of each Company’s transfer agent (the “Transfer Agent”) for the transfer of the following conditionsShares to Buyer attached thereto which delivery shall vest Buyer with good and marketable title to the to the Shares, free and clear of any and all liens, claims, encumbrances and adverse interests of which may be waived in writing by Purchaser:any kind; and a. Seller shall have duly executed and delivered to Purchaser (3) any license agreements, assignments, and such other instruments of transfer as may be document reasonably requested by Purchaser to transfer the Technology and the Proprietary Rights, and any other consideration stated Buyer in Exhibit B, to Purchaser, all in a form reasonably satisfactory to Purchaser; b. Seller shall execute an assignment attached hereto as Exhibit A (“Patent Assignment”) suitable for filing connection with the U.S. Patent transaction contemplated hereby. (ii) All obligations, covenants and Trademark Office (“USPTO”) within thirty (30) days after the Closing Date, provided Purchaser has complied with all agreements of the payment requirements set forth in Section 2.3. Seller shall send within forty-five (45) days after the Closing Date, via Federal Express or other reliable and trackable delivery service, to Purchaser the executed original of the Patent Assignment along with the patent prosecution files and original documents related to the patent prosecution files that are owned or controlled by Seller its agents or attorneys regarding the Patents and Patent Applications, including, without limitation, any assignments for the Patents and Patent Applications, documents and materials evidencing dates of invention, prosecution history files, and an electronic copy of an updated docket current; c. No preliminary or permanent injunction or other binding order, decree or ruling issued by a court or governmental agency shall be in effect which shall have the effect of preventing the consummation of the transactions contemplated by this Agreement; d. Seller shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed at or complied with; andprior to the Closing Date shall have been performed. e. (iii) The representations and warranties of Seller herein contained in this Agreement and any exhibits and schedules attached or referenced thereto shall be true in all material respects at the Closing with the same effect as though made at such time. Seller shall have performed in all material respects all obligations and correct complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by them at or prior to the Closing. (B) Seller’s obligation to sell the Shares hereunder is conditioned on the following closing conditions and deliveries by Buyer: (i) Buyer shall deliver, or cause to be delivered, the following: (1) this Agreement duly executed by each Buyer; (2) the Purchase Price; and (3) any other document reasonably requested by Seller in connection with the transaction contemplated hereby. (ii) All obligations, covenants and agreements of Buyer required to be performed at or prior to the Closing Date shall have been performed. (iii) The representations and warranties of Buyer herein contained shall be true in all material respects at the Closing with the same effect as though made at such time. Buyer shall have performed in all material respects all obligations and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by them at or prior to the Closing.