Transactions to be Effected at Closing. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer: (i) the item referred to in Section 7.2(c), appropriately executed; (ii) a duly executed B▇▇▇ of Sale, substantially in the form attached hereto as Exhibit B (the “B▇▇▇ of Sale”); and (iii) a copy of the joint FDA notification cover letter and the Seller transfer acknowledgement letter for inclusion in the FDA Notification Package, which FDA cover letter and Seller transfer acknowledgement letter shall be in the form of Exhibit C-1 and Exhibit C-2, respectively, or such other form as the FDA may require as of the Closing Date. (b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (i) the item referred to in Section 7.3(c), appropriately executed; (ii) a duly executed B▇▇▇ of Sale; (iii) payment of the Purchase Price, by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Buyer, such designation to occur at least three (3) Business Days prior to the Closing Date; and (iv) a copy of the joint FDA notification cover letter and the Buyer transfer acknowledgement letter for inclusion in the FDA Notification Package, which FDA cover letter and Buyer transfer acknowledgement letter shall be in the form attached hereto as Exhibit C-1 and Exhibit C-3, respectively, or such other form as the FDA may require as of the Closing Date. (c) On the Closing Date, Buyer and Seller shall submit the fully executed FDA Notification Package to the FDA.
Appears in 1 contract
Transactions to be Effected at Closing. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer:
(i) the item referred to in Section 7.2(c6.2(c), appropriately executed;
(ii) a duly executed B▇▇▇▇ of Sale, substantially in the form attached hereto as Exhibit B (the “B▇▇▇▇ of Sale”); and
(iii) a copy of the joint FDA notification cover letter and the Seller transfer acknowledgement letter for inclusion in the FDA Notification Package, which FDA cover letter and Seller transfer acknowledgement letter shall be substantially in the form of Exhibit C-1 and Exhibit C-2, respectively, or such other form as the FDA may require as of the Closing Date.
(b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller:
(i) the item referred to in Section 7.3(c6.3(c), appropriately executed;
(ii) a duly executed B▇▇▇▇ of Sale;
(iii) payment of the Purchase Price, by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Buyer, such designation to occur at least three two (32) Business Days prior to the Closing Date; and
(iv) a copy of the joint FDA notification cover letter and the Buyer transfer acknowledgement letter for inclusion in the FDA Notification Package, which FDA cover letter and Buyer transfer acknowledgement letter shall be substantially in the form attached hereto as Exhibit C-1 and Exhibit C-3, respectively, or such other form as the FDA may require as of the Closing Date.
(c) On No later than three (3) Business Days following the Closing Date, Buyer and Seller shall submit to FDA the fully executed FDA Notification Package to the FDAPackage.
Appears in 1 contract
Sources: Asset Purchase Agreement (Argenx Se)
Transactions to be Effected at Closing. At the Closing,
(a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer:
(i) the item referred to in Section 7.2(c), appropriately executed;
(ii) a duly Buyer an executed B▇▇▇ Bill of Sale, Sale substantially in the form attached hereto as Exhibit B (the “B▇▇▇ of Sale”); and
(iii) a copy of the joint FDA notification cover letter and the Seller transfer acknowledgement letter for inclusion in the FDA Notification Package, which FDA cover letter and Seller transfer acknowledgement letter shall be in the form of Exhibit C-1 and Exhibit C-2, respectively, or such other form as the FDA may require as of the Closing Date.;
(b) At Seller shall deliver, or cause to be delivered, to Buyer an executed certificate from a duly authorized officer of the Closing, Seller certifying as to the matters set forth in Section 6.02(c);
(c) Buyer shall deliver, or cause to be delivered, to Seller:Seller an executed certificate from a duly authorized officer of the Buyer certifying as to the matters set forth in Section 6.03(c);
(d) Seller shall deliver, or cause to be delivered, to Buyer an executed certificate of the secretary (or equivalent duly authorized officer or other representative) of Seller certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the item board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) as to the incumbency of each person executing this Agreement and any other document delivered in connection herewith on behalf of Seller and that the signature of each such person on this Agreement and such other document is such person’s genuine signature;
(e) Seller shall (on behalf of Buyer) submit, or cause to be submitted, to the FDA the separate notifications referred to in Section 7.3(c3.02(g) and Section 3.02(h), appropriately executed;
respectively, as a submission to the Subject BLA through the FDA’s Electronic Submissions Gateway under the cover letter in the form attached as Exhibit C. Seller shall provide to Buyer, promptly following their submission to the FDA, confirmation from the FDA of successful submission and a complete electronic copy of such submission (ii) a the “Seller Notice of Transfer Submission”). Buyer may also submit the duly executed letters provided to be delivered in Section 3.02(g) and Section 3.02(h) hereof to the FDA following Seller’s notification to Buyer of its submission, and B▇▇▇ ▇▇’s receipt from Seller, of Sale;an electronic copy of the Seller Notice of Transfer Submission.
(iiif) payment of Buyer shall pay the Purchase Price, Price to Seller by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to BuyerBuyer in the form of Valid Account Details, such designation to occur at least three (3) Business Days prior to the Closing Date;
(g) Seller shall deliver to Buyer a letter addressed to Buyer, substantially in the form set forth on Exhibit D hereto and duly executed by Seller, acknowledging the transfer of the Priority Review Voucher from Seller to Buyer, in accordance with this Agreement;
(h) B▇▇▇▇ shall deliver to Seller a letter addressed to Seller, substantially in the form set forth on Exhibit E hereto and duly executed by B▇▇▇▇, acknowledging the transfer of the Priority Review Voucher from Seller to Buyer, in accordance with this Agreement; and
(ivi) a copy of the joint FDA notification cover letter and the Buyer transfer acknowledgement letter for inclusion in the FDA Notification Package, which FDA cover letter and Buyer transfer acknowledgement letter shall be in the form attached hereto as Exhibit C-1 and Exhibit C-3, respectively, or such other form as the FDA may require as of the Closing Date.
(c) On the Closing Date, Buyer and Seller shall submit the fully executed FDA Notification Package deliver to the FDABuyer a properly completed, validly executed, true and correct Internal Revenue Service Form W-9 certifying that Seller is not subject to backup withholding for United States federal income tax purposes.
Appears in 1 contract
Sources: Asset Purchase Agreement (Abeona Therapeutics Inc.)
Transactions to be Effected at Closing. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer:
(i) the item referred to in Section 7.2(c6.2(c), appropriately executed;
(ii) a duly executed B▇▇▇▇ of Sale, substantially in the form attached hereto as Exhibit B (the “B▇▇▇▇ of Sale”); and
(iii) a copy of the joint FDA notification cover letter and the Seller transfer acknowledgement letter for inclusion in the FDA Notification Package, which FDA cover letter and Seller transfer acknowledgement letter shall be in the form of Exhibit C-1 and Exhibit C-2, respectively, or such other form as the FDA may require as of the Closing Date.
(b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller:
(i) the item referred to in Section 7.3(c6.3(c), appropriately executed;
(ii) a duly executed B▇▇▇▇ of Sale;
(iii) payment of the Purchase Price, by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Buyer, such designation to occur at least three (3) Business Days prior to the Closing Date; and
(iv) a copy of the joint FDA notification cover letter and the Buyer transfer acknowledgement letter for inclusion in the FDA Notification Package, which FDA cover letter and Buyer transfer acknowledgement letter shall be in the form attached hereto as Exhibit C-1 and Exhibit C-3, respectively, or such other form as the FDA may require as of the Closing Date.
(c) On the Closing Date, Buyer and Seller shall submit the fully executed FDA Notification Package to the FDA.
Appears in 1 contract
Sources: Asset Purchase Agreement (Spark Therapeutics, Inc.)
Transactions to be Effected at Closing. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer:
(i) the item referred to in Section 7.2(c), appropriately executed;
(ii) a duly executed B▇▇▇▇ of Sale, substantially in the form attached hereto as Exhibit B (the “B▇▇▇▇ of Sale”); and
(iii) a copy of the joint FDA notification cover letter and the Seller transfer acknowledgement letter for inclusion in the FDA Notification Package, which FDA cover letter and Seller transfer acknowledgement letter shall be in the form of Exhibit C-1 and Exhibit C-2, respectively, or such other form as the FDA may require as of the Closing Date.
(b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller:
(i) the item referred to in Section 7.3(c), appropriately executed;
(ii) a duly executed B▇▇▇▇ of Sale;
(iii) payment of the Purchase Price, by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Buyer, such designation to occur at least three (3) Business Days prior to the Closing Date; and
(iv) a copy of the joint FDA notification cover letter and the Buyer transfer acknowledgement letter for inclusion in the FDA Notification Package, which FDA cover letter and Buyer transfer acknowledgement letter shall be in the form attached hereto as Exhibit C-1 and Exhibit C-3, respectively, or such other form as the FDA may require as of the Closing Date.
(c) On the Closing Date, Buyer and Seller shall submit the fully executed FDA Notification Package to the FDA.
Appears in 1 contract
Sources: PRV Transfer Agreement (Biohaven Pharmaceutical Holding Co Ltd.)