ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT is made and entered into as of the 29th
day of June, 1998, by and between CRITICARE SYSTEMS, INC., a Delaware
corporation ("CRITICARE") and IMMTECH INTERNATIONAL, INC., a Delaware
corporation ("IMMTECH").
RECITAL
CRITICARE desires to prospectively assume all rights and certain
obligations of IMMTECH set forth in a certain Material Transfer and Option
Agreement between IMMTECH and SIGMA DIAGNOSTICS, INC. (hereinafter referred to
as the "Sigma Agreement"), a copy of which is attached hereto as Exhibit A.
AGREEMENTS
NOW, THEREFORE, CRITICARE and IMMTECH, in consideration of the
mutual promises and agreements set forth below, the receipt and sufficiency of
which consideration hereby is acknowledged, promise and agree as follows:
1. As of the day, month and year first above written, CRITICARE will
prospectively assume all rights and obligations of IMMTECH set forth in the
Sigma Agreement and be bound by all terms and conditions thereof continuing
forward; provided, however, that Immtech shall retain and promptly fulfill any
obligations under such agreement to provide cultures, materials or any advice or
consultation related to the materials (as defined therein).
2. This ASSIGNMENT AGREEMENT embodies the entire understanding
between CRITICARE and IMMTECH relating to the Sigma Agreement and shall
supersede all previous communications, representations or undertakings, either
verbal or written between the parties relating to the subject matter of this
ASSIGNMENT AGREEMENT.
3. This ASSIGNMENT AGREEMENT shall be governed and construed in
accordance with the internal laws of the State of Wisconsin.
IN WITNESS WHEREOF, CRITICARE and IMMTECH have executed this
ASSIGNMENT AGREEMENT as of the day, month and year first above written.
CRITICARE SYSTEMS, Inc. IMMTECH INTERNATIONAL, INC.
BY /s/ [ILLEGIBLE] BY
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Its PRES Its
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SIGMA DIAGNOSTICS, INC. hereby consents to CRITICARE'S assumption of
IMMTECH'S rights and obligations as described above in relation to the Sigma
Agreement and acknowledges that Immtech is not in default of any of its
obligations thereunder.
SIGMA DIAGNOSTICS, INC.
BY
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Its Date
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2
IN WITNESS WHEREOF, CRITICARE and IMMTECH have executed this
ASSIGNMENT AGREEMENT as of the day, month and year first above written.
CRITICARE SYSTEMS, INC. IMMTECH INTERNATIONAL, INC.
BY BY /s/ [ILLEGIBLE]
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Its Its CFO
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SIGMA DIAGNOSTICS, INC. hereby consents to CRITICARE'S assumption of
IMMTECH'S rights and obligations as described above in relation to the Sigma
Agreement and acknowledges that Immtech is not in default of any of its
obligations thereunder.
SIGMA DIAGNOSTICS, INC.
BY
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Its Date
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2
