36203472
[EXECUTION COPY]
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT, dated as of November 4, 1996, by and
between Xxxxxxx Pharma, Inc., a Delaware corporation (the
"Seller"), and Cypros Pharmaceutical Corporation, a California
corporation (the "Buyer"). Capitalized terms used herein, unless
otherwise defined herein, shall have the meanings given them in
the Asset Purchase Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, pursuant to the provisions of that certain Asset
Purchase Agreement, dated as of October 31, 1996 (the "Asset
Purchase Agreement"), by and between the Seller and the Buyer,
(i) the Seller is to sell, assign, transfer, convey and deliver,
and the Buyer is to purchase, acquire and accept, the Seller's
right, title and interest in and to certain Assets and (ii) the
Seller is to assign, transfer and set over, and the Buyer is to
assume and pay, perform and discharge, the Assumed Liabilities;
and
WHEREAS, the Buyer seeks to acquire the interests of the Seller
in and to the Assets and the Assumed Liabilities, and the Seller
desires to be released from any and all further obligations
thereunder;
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:
1. The Buyer hereby assumes, and agrees to pay, perform
and discharge as and when they become due, the Assumed
Liabilities.
2. This Assumption Agreement shall be binding on and inure
to the benefit of the Seller and the Buyer and their respective
successors and assigns.
3. This Assumption Agreement shall be governed by and
construed in accordance with the law of the State of New York,
without giving effect to principles of conflict of laws.
IN WITNESS WHEREOF, the parties hereto have caused this
Assumption Agreement to be duly executed as of the date and year
first above written.
XXXXXXX PHARMA, INC.
(Signature)
Name/Title
CYPROS PHARMACEUTICAL CORPORATION
(Signature)
Name/Title
