Asset Purchase and License Agreement Sample Contracts

Exhibit 2.1 ----------- ASSET PURCHASE AND LICENSE AGREEMENT BY AND AMONG
Asset Purchase and License Agreement • August 15th, 2001 • KFX Inc • Industrial organic chemicals • Delaware
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ASSET PURCHASE AND LICENSE AGREEMENT
Asset Purchase and License Agreement • August 10th, 2018 • Eton Pharmaceuticals, Inc. • Pharmaceutical preparations • California

THIS ASSET PURCHASE AND LICENSE AGREEMENT (this “Agreement”) dated as of May 9, 2017 (the “Effective Date”), is entered into between IMPRIMIS PHARMACEUTICALS, INC., a Delaware corporation (“Imprimis”), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130, and ETON PHARMACEUTICALS, INC., a Delaware corporation (“Eton”), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130. The parties hereby agree as follows:

Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed; and is indicated with brackets where the information has been omitted from the filed...
Asset Purchase and License Agreement • April 24th, 2019 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York

This Asset Purchase and License Agreement (the “Agreement”) is made on July 4, 2018 (the “Effective Date”) under the terms and conditions herein by and between Boehringer Ingelheim International GmbH having a principal place of business at Binger Strasse 173, 55216 Ingelheim, Germany, (hereinafter referred to as “BII”), MabVax Therapeutics Holdings, Inc., a corporation organized and existing under the laws of Delaware, USA, having its principal place of business at 11535 Sorrento Valley Road, Suite 400, San Diego, California 92121, and MabVax Therapeutics Inc., a corporation organized and existing under the laws of Delaware, USA, having its principal place of business at 11535 Sorrento Valley Road, Suite 400, San Diego, California 92121 (MabVax Therapeutics Holdings, Inc., and MabVax Therapeutics Inc. hereinafter referred to as “MABVAX”).

ASSET PURCHASE AND LICENSE AGREEMENT BY AND BETWEEN ALKERMES, INC. AND CORREGIDOR THERAPEUTICS, INC. DECEMBER 27, 2010
Asset Purchase and License Agreement • August 26th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Asset Purchase and License Agreement (the “Agreement”) is made effective as of the 27th day of December 2010 (the “Effective Date”) by and between Alkermes, Inc., a Pennsylvania corporation having a principal place of business at 852 Winter Street, Waltham, Massachusetts 02451 (“Alkermes”), and Corregidor Therapeutics, Inc., a Delaware corporation with its principal place of business located at 384 Powder Mill Road, Concord, MA 01742 (“Corregidor”). Alkermes and Corregidor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

ASSET PURCHASE AND LICENSE AGREEMENT
Asset Purchase and License Agreement • September 18th, 2017 • National General Holdings Corp. • Fire, marine & casualty insurance • New York

AMTRUST NORTH AMERICA, INC., a Delaware corporation, with a business address of 800 Superior Avenue, Cleveland, Ohio 44114 (“AMTRUST” or “SELLER”); and

AMENDED AND RESTATED ASSET PURCHASE AND LICENSE AGREEMENT
Asset Purchase and License Agreement • May 15th, 2018 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • California

THIS AMENDED AND RESTATED ASSET PURCHASE AND LICENSE AGREEMENT (this “Agreement”) dated as of the last date provided on the signature page (the “Restatement Date”), is entered into between IMPRIMIS PHARMACEUTICALS, INC., a Delaware corporation (“Imprimis”), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130, and SURFACE Pharmaceuticals, Inc., a Delaware corporation (“Surface”), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130.

ASSET PURCHASE AND LICENSE AGREEMENT BY AND BETWEEN ALKERMES, INC. AND CORREGIDOR THERAPEUTICS, INC. DECEMBER 27, 2010
Asset Purchase and License Agreement • February 27th, 2015 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts

CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. SUCH OMITTED PORTIONS, WHICH ARE MARKED WITH BRACKETS [ ] AND AN ASTERISK*, HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

ASSET PURCHASE AND LICENSE AGREEMENT BY AND BETWEEN NUPATHE INC., AND TRAVANTI PHARMA INC.
Asset Purchase and License Agreement • June 15th, 2010 • Nupathe Inc. • Pharmaceutical preparations • Delaware

Asset Purchase and License Agreement (this “Agreement”), dated as of July 8, 2008, by and between Travanti Pharma Inc., a Minnesota corporation with a principal place of business at 2520 Pilot Knob Road, Suite 100, Mendota Heights, MN 55120 (“Travanti”), and NuPathe Inc., a Delaware corporation with a principal place of business at 227 Washington Street, Suite 200, Conshohocken, PA 19428 (“NuPathe”).

ASSET PURCHASE AND LICENSE AGREEMENT between:
Asset Purchase and License Agreement • February 11th, 2003 • Restoragen Inc • Pharmaceutical preparations • Delaware

This Asset Purchase and License Agreement (the “Agreement”) is entered into and effective as of December 24, 2002 by and between Restoragen, Inc., a Delaware corporation, located at 3820 NW 46th Street, Lincoln, Nebraska 68524 (“Restoragen”), and Amylin Pharmaceuticals, Inc., a Delaware corporation, located at 9373 Towne Centre Drive, San Diego, California 92121 (“Amylin”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

OPTION AGREEMENT
Asset Purchase and License Agreement • December 14th, 2017 • KalVista Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This Asset Purchase and License Agreement (this “Agreement”) is entered into as of [●] (the “Agreement Date”), by and between [Merck], a [●] (“Merck”), and KalVista Pharmaceuticals Limited, a private company limited by shares incorporated and registered in England and Wales (“KalVista”). Merck and KalVista may each be referred to herein as a “Party” and collectively as the “Parties”.

ASSET PURCHASE AND LICENSE AGREEMENT
Asset Purchase and License Agreement • May 27th, 2003 • Restoragen Inc • Pharmaceutical preparations • Delaware

THIS ASSET PURCHASE AND LICENSE AGREEMENT (the “Agreement”) is entered into as of March 24, 2003 by and between RESTORAGEN, INC., a Delaware corporation, located at 5701 S. 34th Street, Suite 203, Lincoln, Nebraska 68516 (“Restoragen”) and COOLIDGE & COMPANY, INC., a Delaware corporation, located at 173 Beebe Hill Road, Falls Village, Connecticut 06031. It is contemplated that, prior to the Closing, Coolidge & Company, Inc. will assign this Agreement to a newly formed entity called GHRCO, Inc. All references to “GHRCO” in this Agreement shall refer to Coolidge & Company, Inc. or to GHRCO, Inc. following such assignment. Certain capitalized terms used in this Agreement are defined in Exhibit A.

ASSET PURCHASE AND LICENSE AGREEMENT
Asset Purchase and License Agreement • September 9th, 2016 • Biodel Inc • Pharmaceutical preparations • Delaware

This ASSET PURCHASE AND LICENSE AGREEMENT (this “Agreement”) is entered into as of September 2, 2016 (the “Effective Date”) by and among Unilife Corporation, a Delaware corporation (“Unilife”), Unilife Medical Solutions, Inc., a Delaware corporation and a subsidiary of Unilife (“UMS” and, together with Unilife, the “Unilife Parties”), and Biodel Inc., a Delaware corporation (“Biodel”). Each of Unilife, UMS and Biodel may be referred to herein as a “Party” and, together, as the “Parties.”

ASSET PURCHASE AND LICENSE AGREEMENT
Asset Purchase and License Agreement • May 30th, 2008 • Acxiom Corp • Services-computer processing & data preparation • Massachusetts

ASSET PURCHASE AND LICENSE AGREEMENT (this “Agreement”) dated as of December 29, 2005 (the “Effective Date”), by and between Acxiom Corporation, a Delaware corporation (“Acxiom” or “Seller”), and EMC Corporation, a Massachusetts corporation, and EMC (Benelux) B.V., S.à.r.l., a Luxembourg limited liability company (together, "EMC" or “Buyer”).

ASSET PURCHASE AND LICENSE AGREEMENT
Asset Purchase and License Agreement • May 18th, 2011 • Human Pheromone Sciences Inc • Perfumes, cosmetics & other toilet preparations • California

THIS ASSET PURCHASE AND LICENSE AGREEMENT (this “Agreement”) is made and entered into as of this May 16, 2011 (the “Effective Date”) by and between Human Pheromone Sciences, Inc., a California corporation (“Grantor”) and CrowdGather Inc., a Nevada corporation (“Grantee”), individually “the Party, together “the Parties”;

AMENDMENT TO ASSET PURCHASE AND LICENSE AGREEMENT
Asset Purchase and License Agreement • February 27th, 2015 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts

THIS AMENDMENT (the “Amendment”) is made and entered into as of December 9, 2011 to the Asset Purchase and License Agreement (the “Agreement”) made and entered into as of December 27, 2010 by and between Civitas Therapeutics, Inc., a Delaware corporation having its principal office at 190 Everett Avenue, Chelsea, MA 02150 (“Civitas”), and Alkermes, Inc., a Pennsylvania corporation having its principal office at 852 Winter Street, Waltham, MA 02451 (“Alkermes”) (any terms used but not defined herein shall have the meaning set forth in the Agreement).

AMENDMENT TO ASSET PURCHASE and LICENSE AGREEMENT
Asset Purchase and License Agreement • August 7th, 2019 • Heska Corp • In vitro & in vivo diagnostic substances

This AMENDMENT TO ASSET PURCHASE and LICENSE AGREEMENT (this "Amendment") is entered into effective upon the date of last signature (the "Amendment Effective Date"), by and between:

ASSET PURCHASE AND LICENSE AGREEMENT BY AND BETWEEN INNOVATIVE SOLUTIONS AND SUPPORT, INC. AND HONEYWELL INTERNATIONAL INC. June 30, 2023 License Agreement No. 2023-11579
Asset Purchase and License Agreement • July 7th, 2023 • Innovative Solutions & Support Inc • Services-computer programming services • New York

THIS ASSET PURCHASE AND LICENSE AGREEMENT (this “Agreement”) is made this 30th day of June 2023 by and between Innovative Solutions and Support, Inc., a Pennsylvania corporation, (“Purchaser”), and Honeywell International Inc., a Delaware corporation (“Seller” and together with the Purchaser, the “Parties” and each a “Party”).

ASSET PURCHASE AND LICENSE AGREEMENT BY AND BETWEEN ASTRONOVA, INC. AND HONEYWELL INTERNATIONAL INC. SEPTEMBER 28, 2017 License Agreement No. 2017-8072 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION....
Asset Purchase and License Agreement • October 4th, 2017 • AstroNova, Inc. • Computer peripheral equipment, nec • New York

THIS ASSET PURCHASE AND LICENSE AGREEMENT (this “Agreement”) is made this 28th day of September 2017, by and between AstroNova, Inc., a Rhode Island corporation, (“Purchaser”), and Honeywell International Inc., a Delaware corporation (“Seller” and together with the Purchaser, the “Parties” and each a “Party”).

ASSET PURCHASE AND LICENSE AGREEMENT
Asset Purchase and License Agreement • May 15th, 2018 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • California

THIS ASSET PURCHASE AND LICENSE AGREEMENT (this “Agreement”) dated as of the last date provided on the signature page (the “Effective Date”), is entered into between IMPRIMIS PHARMACEUTICALS, INC., a Delaware corporation (“Imprimis”), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130, and SURFACE Pharmaceuticals, Inc., a Delaware corporation (“Surface”), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130. The parties hereby agree as follows:

ASSET PURCHASE AND LICENSE AGREEMENT
Asset Purchase and License Agreement • August 19th, 2008 • Progressive Gaming International Corp • Miscellaneous manufacturing industries • Nevada

This Asset Purchase and License Agreement (this “Agreement”) is made and entered into as of August 15, 2008 (the “Effective Date”), by and between Progressive Gaming International Corporation (“PGIC”), a Nevada corporation, and IGT (“IGT”), a Nevada corporation (each a “Party” and collectively the “Parties”).

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ASSET PURCHASE AND LICENSE AGREEMENT by and between Nanometrics Incorporated and Toho Technology Corporation Dated September 14th, 2005
Asset Purchase and License Agreement • November 21st, 2005 • Nanometrics Inc • Measuring & controlling devices, nec • California

This Asset Purchase and License Agreement (this “Agreement”) is entered into as of September 14th (the “Effective Date”) by and between Nanometrics Incorporated, a California corporation whose principal place of business is 1550 Buckeye Drive, Milpitas, California (“Nanometrics”) and Toho Technology Corporation, a Kabushiki Kaisha organized under the laws of Japan with a place of business at 3-10-22 Sakae, Naka-ku, Nagoya Aichi 460-0008, Japan (“Toho”) (each, a “Party” and together, the “Parties”).

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act. ASSET PURCHASE AND LICENSE...
Asset Purchase and License Agreement • August 8th, 2007 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT, made this 8th of June, 2007, (“Signing Date”) by and among 3M COMPANY (hereinafter “3M”), 3M INNOVATIVE PROPERTIES COMPANY (hereinafter “3M IPC”), Delaware corporations having offices at 3M Center, St. Paul, Minnesota 55144, USA and COLEY PHARMACEUTICAL GROUP, INC. a Delaware corporation having its address at 93 Worcester Street, Suite 101, Wellesley, MA 02481 USA (hereinafter “COLEY”). 3M IPC is a wholly owned subsidiary of 3M. Hereinafter a reference to “3M” or “COLEY” shall include their respective Affiliates where performance would be expected from or required by an Affiliate.

RECITALS
Asset Purchase and License Agreement • March 19th, 2001 • Intrac Inc • Nevada
ASSET PURCHASE AND LICENSE AGREEMENT by and among AGRIGENETICS, INC., a Delaware corporation; MYCOGEN CORPORATION, a California corporation; EXELIXIS PLANT SCIENCES, INC., a Delaware corporation; AGRINOMICS, LLC, a Delaware limited liability company;...
Asset Purchase and License Agreement • November 5th, 2007 • Exelixis Inc • Services-commercial physical & biological research • New York

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

ASSET PURCHASE AND LICENSE AGREEMENT by and between BOEHRINGER INGELHEIM INTERNATIONAL GMBH and MABVAX THERAPEUTICS HOLDINGS, INC. and MABVAX THERAPEUTICS, INC. BII Contract No: [***]
Asset Purchase and License Agreement • November 13th, 2018 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York

This Asset Purchase and License Agreement (the “Agreement”) is made on July 4, 2018 (the “Effective Date”) under the terms and conditions herein by and between Boehringer Ingelheim International GmbH having a principal place of business at Binger Strasse 173, 55216 Ingelheim, Germany, (hereinafter referred to as “BII”), MabVax Therapeutics Holdings, Inc., a corporation organized and existing under the laws of Delaware, USA, having its principal place of business at 11535 Sorrento Valley Road, Suite 400, San Diego, California 92121, and MabVax Therapeutics Inc., a corporation organized and existing under the laws of Delaware, USA, having its principal place of business at 11535 Sorrento Valley Road, Suite 400, San Diego, California 92121 (MabVax Therapeutics Holdings, Inc., and MabVax Therapeutics Inc. hereinafter referred to as “MABVAX”).

ASSET PURCHASE AND LICENSE AGREEMENT
Asset Purchase and License Agreement • March 30th, 2016 • Minerco, Inc. • Medicinal chemicals & botanical products • California

THIS ASSET PURCHASE AND LICENSE AGREEMENT (this “Agreement”) is dated March 28, 2016, and is between Smart Kids, LLC, a California limited liability company (“Seller”) and Athena Brands, Inc., a Nevada corporation (“Buyer”).

AMENDMENT No. 1 TO
Asset Purchase and License Agreement • May 27th, 2003 • Restoragen Inc • Pharmaceutical preparations

THIS AMENDMENT NO.1, under date of May 12, 2003, TO THE ASSET PURCHASE AND LICENSE AGREEMENT (the “Agreement”), entered into as of March 24, 2003 by and between RESTORAGEN, INC. and COOLIDGE & COMPANY, INC.

SECOND AMENDMENT TO ASSET PURCHASE AND LICENSE AGREEMENT
Asset Purchase and License Agreement • February 27th, 2015 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts

THIS SECOND AMENDMENT (the “Amendment”) is made and entered into as of December 19, 2014 to the Asset Purchase and License Agreement (the “Agreement”) made and entered into as of December 27, 2010, as amended as of December 9, 2011 by the first amendment (“Amendment No. 1”), by and between Civitas Therapeutics, Inc., a Delaware corporation having its principal office at 190 Everett Avenue, Chelsea, MA 02150 (“Civitas”), and Alkermes, Inc., a Pennsylvania corporation having its principal office at 852 Winter Street, Waltham, MA 02451 (“Alkermes”) (capitalized terms used but not defined herein shall have the meaning set forth in the Agreement).

ASSET PURCHASE AND LICENSE AGREEMENT BETWEEN AVANIR PHARMACEUTICALS INC. XENEREX BIOSCIENCES INC. EMERGENT PRODUCT DEVELOPMENT GAITHERSBURG INC. AND EMERGENT BIOSOLUTIONS INC. Dated as of March 6, 2008
Asset Purchase and License Agreement • May 14th, 2008 • Avanir Pharmaceuticals • Pharmaceutical preparations • New York

This Asset Purchase and License Agreement is entered into as of March 6, 2008 (the “Agreement”) by and between Emergent Product Development Gaithersburg Inc., a Delaware corporation (“Buyer”), Emergent BioSolutions Inc., a Delaware corporation (“Buyer Parent”), Avanir Pharmaceuticals Inc., a California corporation (“Seller Parent”), and Xenerex Biosciences Inc., a California corporation (“Seller” and, together with Seller Parent, the “Sellers”). Each party to this Agreement is sometimes referred to herein as a “Party” or collectively, the “Parties.” Capitalized terms used in this Agreement shall have the meanings ascribed to them where defined or in Article IX.

ASSET PURCHASE AND LICENSE AGREEMENT
Asset Purchase and License Agreement • January 23rd, 2009 • W2 Energy Inc • Industrial organic chemicals • Ontario

WHEREAS the Vendor agrees to sell, assign and transfer to the Purchaser and the Purchaser agrees to purchase from the Vendor a mobile plasma waste treatment facility that destroys liquid and gaseous organic waste (the “Asset”) located at 800 Kipling Avenue, Toronto, Ontario, Canada (the “Site”);

ASSET PURCHASE AND LICENSE AGREEMENT
Asset Purchase and License Agreement • May 5th, 2005 • Tanox Inc • Pharmaceutical preparations • Delaware

This Asset Purchase and License Agreement (this “Agreement”), dated the 25th day of March, 2005 (the “Effective Date”), is by and among Sunol Molecular Corporation, a Delaware corporation having its principal offices at 2810 North Commerce Parkway, Miramar, Florida 33025-3958 (“Seller”), Tanox, Inc., a Delaware corporation having its principal offices at 10301 Stella Link, Houston, Texas 77025 (“Purchaser”), and solely with respect to the Sections and Articles hereof set forth in Section 15.14 below, Altor Bioscience Corporation, a Delaware corporation having its principal offices at 2810 North Commerce Parkway, Miramar, Florida 33025-3958 (“Altor”).

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