taxing authority challenging such Allocation.
In the event
that the Allocation is disputed by any taxing authority, the party receiving
notice of the dispute shall promptly notify the other party hereto concerning
resolution of the dispute.
Parent, each of the Asset Selling Corporations, and
Purchaser acknowledge that the Allocation was done at arm's length based upon a
good faith estimate of fair market values in accordance with the requirements of
the Code.
2.4
CLOSING; DELIVERY AND PAYMENT.
(A)
THE CLOSING SHALL TAKE PLACE AT THE OFFICES OF FREDRIKSON & BYRON,
P.A. IN MINNEAPOLIS, MINNESOTA AT 10:00 A.M., CENTRAL TIME, AS OF THE DATE FIRST
SET FORTH ABOVE, OR AT SUCH OTHER TIME AND PLACE AS THE PARTIES SHALL MUTUALLY
AGREE.
THE DATE ON WHICH THE CLOSING OCCURS IS CALLED THE "CLOSING DATE."
THE
CLOSING SHALL BE DEEMED TO OCCUR AND BE EFFECTIVE AS OF THE CLOSE OF BUSINESS ON
THE CLOSING DATE.
(B)
AT THE CLOSING, PARENT SHALL, AND, AS APPLICABLE, SHALL CAUSE THE
ASSET SELLING CORPORATIONS TO, DELIVER TO PURCHASER:
(I)
A BILL OF SALE FOR THE CONVEYED ASSETS THAT ARE TANGIBLE PERSONAL
PROPERTY, IN THE FORM ATTACHED HERETO AS EXHIBIT A (THE "BILL OF SALE"),
EXECUTED BY THE ASSET SELLING CORPORATIONS;
(II)
AN ASSIGNMENT AGREEMENT FOR THE CONVEYED ASSETS THAT ARE
INTANGIBLE PERSONAL PROPERTY, IN THE FORM ATTACHED HERETO AS EXHIBIT B, WHICH
ASSIGNMENT SHALL ALSO CONTAIN PURCHASER'S UNDERTAKING AND ASSUMPTION OF THE
ASSUMED LIABILITIES (THE "ASSIGNMENT AND ASSUMPTION AGREEMENT"), EXECUTED BY THE
ASSET SELLING CORPORATIONS;
(III)
ASSIGNMENTS OF PURCHASED IP RIGHTS, EACH EXECUTED BY THE
APPLICABLE ASSET SELLING CORPORATIONS IN A FORM PROVIDED BY PURCHASER PRIOR TO
CLOSING;
(IV)
COPIES OF THE RESOLUTIONS (OR LOCAL EQUIVALENT) OF THE BOARD OF
DIRECTORS (OR LOCAL EQUIVALENT) OF EACH ASSET SELLING CORPORATION AUTHORIZING
AND APPROVING THE TRANSACTIONS CONTEMPLATED HEREIN; AND
(V)
COPIES OF RELEASES PURSUANT TO UCC-3'S, AS APPLICABLE, OR
OTHERWISE, OF ALL LIENS HELD BY CIT HEALTHCARE LLC, AS COLLATERAL AGENT, WITH
RESPECT TO THE CONVEYED ASSETS.
(C)
AT THE CLOSING, PURCHASER SHALL DELIVER TO THE PARENT (FOR ITSELF
AND AS AGENT FOR THE BENEFIT OF THE ASSET SELLING CORPORATIONS):
9
(I)
THE PURCHASE PRICE AND THE ROYALTY PAYMENT BY WIRE TRANSFER IN
IMMEDIATELY AVAILABLE FUNDS TO ONE OR MORE ACCOUNTS SPECIFIED IN WRITING BY
PARENT ON OR PRIOR TO THE CLOSING DATE;
(II)
THE ASSIGNMENT AND ASSUMPTION AGREEMENT, EXECUTED BY PURCHASER;
AND
(III)
COPIES OF THE RESOLUTIONS OF THE BOARD OF DIRECTORS OR COMMITTEE
THEREOF OF PURCHASER AUTHORIZING AND APPROVING THE TRANSACTIONS CONTEMPLATED
HEREIN.
2.5
License Grant.
Parent, on behalf of itself and its Affiliates,
hereby grants Purchaser the non-exclusive, perpetual, irrevocable,
non-transferable (except as specifically set forth below), fully-paid,
royalty-free right and license, without the right of sublicense, to the Licensed
Patents to use, make, have made, offer to sell, sell and import products
(including stents and stent-like devices) for transcervical sterilization, and
to perform procedures for transcervical sterilization.
Purchaser may not
transfer or assign the license granted in this Section 2.5, in whole or in