ASSIGNMENT AND CONTRIBUTION AGREEMENT
EXHIBIT
A
Exhibit
10.21
THIS
ASSIGNMENT AND CONTRIBUTION AGREEMENT
(this
“Agreement”)
is
made and entered into effective as of February 25, 2008, by and between
Manhattan Pharmaceuticals, Inc., a Delaware corporation (“MHA”),
Hedrin
Pharmaceuticals K/S,
a
Danish limited liability partnership (“Newco”)
and,
for the purposes of Article
6
only,
Nordic Biotech Venture Fund II K/S, a Danish limited liability partnership
(“Nordic”).
WHEREAS,
MHA and
Nordic have entered into a Joint Venture Agreement dated as of January 31,
2008
(the “Joint
Venture Agreement”)
pursuant to which Newco has been newly formed and capitalized by Nordic for
the
purpose of holding and commercializing the Assets (as defined below);
and
WHEREAS,
subject
to and in accordance with the terms and conditions of this Agreement: (i) MHA
desires to assign the Assets and transfer the Assumed Liabilities (as defined
below) to Newco, and Newco desires to acquire the Assets and assume the Assumed
Liabilities from MHA; and (ii) as consideration for the assignment of the
Assets, in addition to the assumption of the Assumed Liabilities, Newco desires
to pay to MHA, and MHA desires to receive, the Cash Payments (as defined below)
and the Equity Payments (as defined below).
NOW,
THEREFORE,
in
consideration of the premises and the representations, warranties and covenants
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. DEFINITIONS
In
this
Agreement, capitalized terms not otherwise defined herein shall have the
meanings assigned to them in the Joint Venture Agreement, and the following
terms have the following meanings, unless otherwise defined herein:
“Assets”
means
all right, title and interest of MHA in, to and under (i) the Hedrin Agreements,
(ii) all regulatory applications, approvals, worldwide product registrations
and
associated materials relating to the Licensed Products (as defined in the Hedrin
License), (iii) all contracts (other than the Hedrin Agreements) solely relating
to the Licensed Products, as listed on Appendix
A
(the
“Other
Assigned Contracts”), (iv) all
promotional and informational materials in MHA’s possession or under its control
used in connection with the Licensed Products, (v) all Licensed Products held
by
or on behalf of MHA in inventory or as samples, including any Clinical Supply
(as defined in the Supply Agreement), (vi) the Scientific Data, including any
rights of access that MHA has to the Scientific Data, and (vii) copies of all
other files, records, books, documents, data, plans and proposals of MHA
relating principally to the Licensed Products, whether in written, electronic,
visual or other form, redacted as necessary to delete all files, records, books,
documents, data, plans and proposals respecting or including other products
of
MHA and/or aspects of its business.
“Assumed
Liabilities”
means
all obligations and liabilities of MHA under the
Hedrin Agreements and the Other Assigned Contracts arising on or after the
Closing Date.
“Hedrin
Agreements”
means
the agreements identified as such on Appendix
A
attached
hereto.
“Hedrin
License”
means
that certain Exclusive
License Agreement for “Hedrin” among Xxxxxxxx & Xxxx, Ltd., Kerris, S.A. and
Manhattan Pharmaceuticals, Inc., dated June 26, 2007.
“Hedrin
Patent Rights”
means:
(i) U.S. Patent Application Serial No. 11/705,389 and (ii) Canadian Patent
Application No. 2,381,106.
“Hedrin
Product”
shall
mean the “Products,” as defined in that certain Supply
Agreement between Xxxxxxxx & Xxxx, Ltd. and Manhattan Pharmaceuticals, Inc.,
dated June 26, 2007, for use by humans in the treatment of infestations of
head
lice, body lice, pubic lice and scabies mites.
“Liens”
means
all liens, claims and encumbrances of any kind or nature, including, without
limitation, sublicenses.
“Permitted
Liens”
means
the Liens listed on Appendix
B
attached
hereto.
“Scientific
Data”
means
all available laboratory and all clinical data, including raw data and reports
created by MHA or any third party on behalf of MHA or in the possession of
MHA,
in connection with the Licensed Products (as defined in the Hedrin
License).
“Supply
Agreement”
means
that certain Supply
Agreement between Xxxxxxxx & Xxxx, Ltd. and Manhattan Pharmaceuticals, Inc.,
dated June 26, 2007.
2. CONTRIBUTION
OF ASSETS; ASSUMPTION OF ASSUMED LIABILITIES.
2.1 Contribution
of Assets.
In
consideration of and subject to Newco’s payment of the Cash Payments and the
Equity Payments and assumption of the Assumed Liabilities, MHA hereby transfers,
sells, conveys, assigns, and delivers to Newco all of its right, title and
interest in and to the Assets, free and clear of any Liens, other than Permitted
Liens. Upon Newco’s reasonable request from time to time, MHA shall execute and
deliver to Newco such bills of sale, endorsements, assignments and other good
and sufficient instruments of assignment, transfer and conveyance, in form
and
substance reasonably satisfactory to Newco, as shall be necessary to vest in
Newco all of MHA’s right, title and interest in and to the Assets.
2.2 Assumption
of Assumed Liabilities.
MHA
hereby transfers to Newco and Newco hereby assumes, and will satisfy and perform
when due, the Assumed Liabilities.
-2-
3. REPRESENTATIONS
AND WARRANTIES OF
MHA.
MHA
hereby represents and warrants to Newco as of the Closing Date as
follows:
3.1 Organization,
Authority, Etc.
MHA
is a
corporation duly organized, validly existing and in good standing under the
laws
of the State of Delaware. MHA has the requisite corporate power and authority
to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by MHA and
the
consummation by MHA of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of MHA. This Agreement
at the time delivered will have been duly executed and delivered by MHA and
constitute a legal, valid and binding obligation of MHA enforceable against
MHA
in accordance with its terms, except as the same may be limited by bankruptcy,
insolvency, moratorium, reorganization or other laws of general applicability
relating to or affecting the enforcement of creditors’ rights and general
principles of equity.
3.2 No
Conflict.
The
execution, delivery and performance by MHA of this Agreement and the
consummation by MHA of the transactions contemplated hereby will not require
any
notice to, filing with, or the consent, approval or authorization of, any third
party. Neither the execution and delivery by MHA of this Agreement nor the
consummation of the transactions contemplated hereby by MHA will: (i)
require the consent, license, permit,
waiver,
approval, authorization or other action of, by or with respect to, or
registration, declaration or filing with, any governmental authority or any
other person; (ii) constitute a default (with or without notice or lapse of
time
or both) under, violate or conflict with, or give rise to a right of
termination, cancellation or acceleration or to a loss of a material benefit
under, any judgment,
order, writ, decree, judgment, license, instrument or agreement
to which
MHA is a party or by which MHA is bound; or (iii) constitute a violation by
MHA
of any law,
regulation, order or other governmental requirement
applicable to MHA.
3.3 Title.
Immediately
prior to giving effect to the transactions contemplated hereby, MHA is the
sole
owner of, and has good and marketable title to, the Assets, free and clear
of
any Liens other than Permitted Liens.
3.4 Hedrin
Agreements.
Neither
MHA, nor to MHA’s knowledge any other party to any of the Hedrin Agreements, is
in breach of any of the Hedrin Agreements, and no condition or set of facts
exists which, with notice, lapse of time or both would constitute a default
thereunder on the part of MHA or, to MHA’s knowledge, on the part of any other
party thereto.
-3-
3.5 Intellectual
Property.
Except
as
set forth on Schedule
3.5
attached
hereto: (i) except for prosecution of the patent applications included in the
Hedrin Patent Rights in the ordinary course, there are no interferences or
other
adversarial proceedings pending, or to MHA’s knowledge threatened, with regard
to any of the Hedrin Patent Rights; and (ii) to the knowledge of MHA, the
marketing and sale of the Hedrin Product in the United States and Canada for
use
by
humans in the treatment of infestations of head lice, body lice, pubic lice
and
scabies mites would
not
constitute an infringement of any United States or Canadian patent validly
issued and existing as of the Closing Date or a misappropriation of any trade
secret rights of any third party. MHA
has made
available to Newco (or Nordic) all available Scientific Data.
3.6 Assets.
Except
as
set forth on Schedule
3.6
attached
hereto, the Assets constitute all of the assets in MHA’s possession or control
necessary to develop and commercialize the Licensed Products.
3.7 Royalty
Term.
The
Royalty Term (as defined in the Hedrin License) has not commenced.
3.8 Durminster
Agreement.
MHA
has
not received any (i) request to consent to an amendment or termination of the
Durminster Agreement (as defined in the Hedrin License) or (ii) notice that
any
party is in default of the Durminster Agreement.
3.9 Milestone
Payments
The
Milestone Payment (as defined in the Hedrin License) set forth in Section 6.6.1
of the Hedrin License has been fully paid and no further obligation exists
thereunder. The conditions for the Milestone Payments set forth in Sections
6.6.2 through 6.6.7 of the Hedrin License have not yet been
satisfied.
3.10 Agency
Communications
MHA
has
provided Newco (or Nordic) with all communications (written, electronic and
oral) received by or in the possession of MHA from the U.S. Food and Drug
Administration and any similar state, local, federal of foreign Competent
Authority (as defined in the Hedrin License) regarding the approvability or
approval of any Licensed Product, and no such communication indicates that
the
U.S. Food and Drug Administration would not treat the Licensed Product as a
medical device under the Federal Food, Drug and Cosmetic Act.
3.11 No
Other Representations or Warranties.
Except
for the representations and warranties of MHA expressly set forth in this
Article
3,
MHA
makes no express or implied representation or warranty in connection with the
transactions contemplated by this Agreement.
-4-
4. REPRESENTATIONS
AND WARRANTIES OF NEWCO.
Newco
hereby represents and warrants to MHA as of the Closing Date as
follows:
4.1 Organization,
Authority, Etc.
Newco
is
a Danish limited liability partnership duly organized, validly existing and
in
good standing under the laws of Denmark. Newco has the requisite partnership
power and authority to execute and deliver this Agreement and to consummate
the
transactions contemplated hereby. The execution and delivery of this Agreement
by Newco and the consummation by Newco of the transactions contemplated hereby
have been duly authorized by all necessary partnership action on the part of
Newco. This Agreement at the time delivered will have been duly executed and
delivered by Newco and constitute a legal, valid and binding obligation of
Newco
enforceable against Newco in accordance with its terms, except as the same
may
be limited by bankruptcy, insolvency, moratorium, reorganization or other laws
of general applicability relating to or affecting the enforcement of creditors’
rights and general principles of equity.
4.2 No
Conflict.
The
execution, delivery and performance by Newco of this Agreement and the
consummation by Newco of the transactions contemplated hereby will not require
any notice to, filing with, or the consent, approval or authorization of, any
third party. Neither the execution and delivery by Newco of this Agreement
nor
the consummation of the transactions contemplated hereby by Newco will:
(i)
require the consent, license, permit,
waiver,
approval, authorization or other action of, by or with respect to, or
registration, declaration or filing with, any governmental authority or any
other person; (ii) constitute a default (with or without notice or lapse of
time
or both) under, violate or conflict with, or give rise to a right of
termination, cancellation or acceleration or to a loss of a material benefit
under, any judgment,
order, writ, decree, judgment, license, instrument or agreement
to which
Newco is a party or by which Newco is bound; or (iii) constitute a violation
by
Newco of any law,
regulation, order or other governmental requirement
applicable to Newco.
4.3 No
Other Representations or Warranties.
Except
for the representations and warranties of Newco expressly set forth in this
Article
4
and in
Section
5.2
below,
Newco makes no express or implied representation or warranty in connection
with
the transactions contemplated by this Agreement.
5. CONSIDERATION.
5.1 Cash
Payments and Equity Issuances.
(a) In
consideration of the assignment of the Assets made to Newco in this Agreement,
in addition to the assumption of the Assumed Liabilities by Newco pursuant
to
Section
2.2
hereof,
Newco shall:
(i) upon
the
execution and delivery of this Agreement: (A) pay to MHA US$2,000,000.00 in
cash
(the “Initial
Cash Payment”)
and
(B) issue to MHA, and deliver a certificate representing, 500 Partnership Shares
of Newco (as defined in the Limited Partnership Agreement of Newco dated as
of
the date hereof (the “Partnership
Agreement”))
evidencing the ownership thereof to MHA (the “Initial
Equity Issuance”);
and
-5-
(ii) upon
the
achievement of the Payment Milestone (as defined below): (A) pay to MHA an
additional US$1,500,000.00 in cash (the “Second
Cash Payment”
and,
together with the Initial Cash Payment, the “Cash
Payments”)
and
(B) if necessary to maintain MHA’s 50% ownership of outstanding Partnership
Shares, issue to MHA, and deliver a certificate representing, a number of
additional Partnership Shares of Newco that will constitute, together with
the
Initial Equity Issuance, 50% of all outstanding Partnership Shares (the
“Second
Equity Issuance”
and,
together with the Initial Equity Issuance, the “Equity
Issuances”).
(b) All
Cash
Payments made by Newco hereunder shall be made by wire transfer, in US dollars,
to an account specified in writing by MHA.
(c) Upon
the
Initial Equity Issuance, MHA shall own 50% of the outstanding Partnership Shares
of Newco. Upon the Second Equity Issuance, MHA shall own 50% of the outstanding
Partnership Shares of Newco (after giving effect to the issuance of additional
Partnership Shares, if any, to Nordic pursuant to the Partnership
Agreement).
5.2 Certain
Representations and Warranties.
Newco
hereby (with respect to clauses (a), (c) and (d) below) and at the time of
the
Second Equity Issuance (with respect to clauses (b) through (d) below)
represents and warrants to MHA as follows:
(a) The
authorized capital of Newco, immediately after the Initial Equity Issuance,
consists of 2,000 Partnership Shares, 1,000 of which are issued and outstanding,
500 of which are owned, beneficially and of record, by Nordic and 500 of which
are owned, beneficially and of record, by MHA.
(b) The
authorized capital of Newco, immediately after the Second Equity Issuance,
if
any, consists of 2,000 Partnership Shares, 1,000 of which are owned,
beneficially and of record, by Nordic, and 1,000 of which are owned,
beneficially and of record by MHA.
(c) All
of
the outstanding Partnership Shares of Newco have been duly authorized, are
fully
paid and nonassessable and were issued in compliance with all applicable Danish
laws. Newco holds no Partnership Shares in its treasury.
(d) Except
for (i) the Partnership Shares referred to in clauses (a) and (b) of this
Section
5.2,
(ii)
the obligation to issue Partnership Shares to MHA pursuant to this Article
5,
and
(iii) the Partnership Agreement and the Joint Venture Agreement, Newco has
no
class or series of Partnership Shares authorized or outstanding and there are
no
outstanding options, warrants, rights (including conversion or preemptive rights
and rights of first refusal or similar rights) or agreements, oral or in
writing, to purchase or acquire from Newco any equity or debt security, or
any
security convertible into or exchangeable for an equity or debt
security.
-6-
5.3 Definition
of Payment Milestone.
For
purposes of this Agreement, the term “Payment
Milestone”
shall
mean a final determination from the U.S. Food and Drug Administration received
prior to September 30, 2008 that the Licensed Products will be regulated as
a
medical device.
6. INDEMNIFICATION
6.1 Indemnification
by MHA.
MHA
will
indemnify, defend and hold harmless Newco, Nordic and each of their respective
officers, directors, employees and agents (each, a “Newco
Indemnitee”)
from
and against any and all losses, costs, damages, judgments, settlements,
interest, taxes, fees or expenses (including all reasonable attorneys’ fees,
experts’ or consultants’ fees, expenses and costs) (collectively, “Losses”)
that
may
be incurred or paid by any of the Newco
Indemnitees to the extent arising
out of or resulting from: (i) MHA’s breach of any representation, warranty,
covenant or other provision contained in this Agreement or (ii) any all
obligations and liabilities of MHA under the
Hedrin Agreements arising prior to the Closing Date.
6.2 Indemnification
by Newco.
Newco
will indemnify, defend and hold harmless MHA and its officers, directors,
employees and agents (each, a “MHA
Indemnitee”)
from
and against any Losses that
may
be incurred or paid by any of the MHA Indemnitees to the extent arising
out of or resulting from: (i) Newco’s breach of any representation, warranty,
covenant or other provision contained in this Agreement or (ii) the Assumed
Liabilities.
6.3 Indemnity
Procedures.
If
any
claim or action is asserted that would entitle a MHA Indemnitee or Newco
Indemnitee to indemnification pursuant to either of the foregoing Section
6.1
or
Section
6.2
(a
“Proceeding”),
the
Party who seeks indemnification will give written notice thereof to the Party
from whom indemnification is sought (the “Indemnitor”)
promptly (and in any event within fifteen (15) calendar days after the service
of the citation or summons); provided,
however,
that
the failure of the Party seeking indemnification to give timely notice hereunder
will not affect rights to indemnification hereunder, except to the extent that
Indemnitor demonstrates actual prejudice caused by such failure. Indemnitor
may
elect to direct the defense or settlement of any such Proceeding by giving
written notice to the Party seeking indemnification, which election will be
effective immediately upon receipt by the Party seeking indemnification of
such
written notice of election. The Indemnitor will have the right to employ counsel
reasonably acceptable to the Party seeking indemnification to defend any such
Proceeding, or to compromise, settle or otherwise dispose of the same, if the
Indemnitor deems it advisable to do so, all at the expense of the Indemnitor;
provided that the Indemnitor will not settle, or consent to any entry of
judgment in, any Proceeding without obtaining either: (i) an unconditional
release of the Party seeking indemnification (and its Affiliates and each of
their respective officers, directors, employees and agents) from all liability
with respect to all claims underlying such Proceeding; or (ii) the prior written
consent of the Party seeking indemnification. A Party seeking indemnification
will not settle, or consent to any entry of judgment, in any Proceeding without
obtaining the prior written consent of the Indemnitor. The Parties will fully
cooperate with each other in any such Proceeding and will make available to
each
other any books or records useful for the defense of any such Proceeding.
-7-
6.4 Indemnification
as Sole Remedy.
Other
than for specific performance and claims of common law fraud, the
indemnification provided in this Article
6,
subject
to the limitations set forth herein, shall be the exclusive remedy available
to
MHA, Newco and Nordic, or any of their respective affiliates, arising out of
or
relating to this Agreement, the Assets or the Assumed Liabilities, and are
in
lieu of any and all other rights and remedies which MHA, Newco or Nordic may
have under this Agreement or otherwise for monetary relief in connection with
any of the foregoing.
7. GENERAL
PROVISIONS.
7.1 Governing
Law; Jurisdiction; Venue.
This
Agreement, and any disputes arising directly or indirectly from this Agreement,
shall be governed by and construed and enforced in accordance with the laws
of
the state of New York, without regard to conflict-of-laws rules. The parties
hereto hereby irrevocably and unconditionally (i) agree that any action or
proceeding arising out of or in connection with this Agreement shall be brought
only in the state courts located in the Borough of Manhattan in the State of
New
York (the “NY
Courts”),
and
not in any other state or federal court in the United States of America or
any
court in any other country, (ii) consent to submit to the exclusive jurisdiction
of the NY Courts for purposes of any action or proceeding arising out of or
in
connection with this Agreement, (iii) waive any objection to the laying of
venue
of any such action or proceeding in the NY Courts, and (iv) waive, and agree
not
to plead or to make, any claim that any such action or proceeding brought in
the
NY Courts has been brought in an improper or inconvenient forum.
7.2 Notices.
All
notices, claims, demands and other communications hereunder shall be in writing
and shall be deemed given if delivered personally or by telecopier, one business
day after being sent by major overnight courier, or four business days after
being mailed by registered or certified mail (postage prepaid, return receipt
requested) to each party at its respective address set forth below (or at such
other address as any party hereto shall hereafter specify by notice in writing
to the other parties hereto).
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Contact
Information for Newco:
c/o
Nordic Biotech Advisors
Xxxxxxxxx
0, 0xx xxxxx
XX-0000
Xxxxxxxxxx X
Denmark
Fax
x00 00 00 00 00
E-mail:
xx@xxxxxx-xxxxxxx.xxx
Attn.:
Xxxxxxx Xxxxxxxxxxxx
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Contact
Information for MHA:
Manhattan
Pharmaceuticals, Inc.
000
Xxxxxxx Xxxxxx, 0xx
Xxxxx
Xxx
Xxxx, XX 00000
Fax:
(000) 000-0000
Attn:
Chief Financial Officer
Email:
xxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx
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-8-
7.3 Entire
Agreement.
This
Agreement constitutes the entire agreement of the parties hereto with respect
to
the transactions contemplated hereby and supersedes all other prior agreements
and understandings, both written and oral, among the parties or any of them,
with respect to the subject matter hereof.
7.4 Binding
Effect; Assignment.
All
the
terms, provisions, covenants and conditions of this Agreement shall be binding
upon and inure to the benefit of and be enforceable by the parties hereto and
their respective heirs, executors, administrators, representatives, successors
and permitted assigns. This Agreement and the rights and obligations of the
parties hereto shall not be assigned or delegated by any party hereto without
the prior written consent of the other parties hereto.
7.5 Amendment;
Waiver.
This
Agreement may be amended, modified, superseded or canceled, and any of the
terms, provisions, representations, warranties, covenants or conditions hereof
may be waived, only by a written instrument executed by all parties hereto,
or,
in the case of a waiver, by the party waiving compliance. The failure of any
party at any time or times to require performance of any provision hereof shall
in no manner affect the right to enforce the same. No waiver by any party of
any
condition contained in this Agreement, or of the breach of any term, provisions,
representation, warranty or covenant contained in this Agreement, in any one
or
more instances, shall be deemed to be or construed as a further or continuing
waiver of any such condition or breach, or as a waiver of any other condition
or
of the breach of any other term, provision, representation, warranty or
covenant.
7.6 Execution
and Delivery; Counterparts.
A
facsimile, telecopy or other reproduction of this Agreement may be executed
by
one or more parties hereto and such execution and delivery shall be considered
valid, binding and effective for all purposes. At the request of any party
hereto, all parties hereto agree to execute an original of this Agreement as
well as any facsimile, telecopy or other reproduction hereof. This Agreement
may
be executed simultaneously in two or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
7.7 Rules
of Construction.
All
references in this Agreement to Sections and other subdivisions refer to the
Sections and other subdivisions of this Agreement unless expressly provided
otherwise. The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and
not to any particular subdivision unless expressly so limited. Whenever the
words “include,” “includes,” and “including” are used in this Agreement, such
words shall be deemed to be followed by the words “without limitation.” Each
reference herein to a Schedule or Exhibit refers to the item identified
separately in writing by the parties as the described Schedule or Exhibit to
this Agreement. All Schedules and Exhibits are hereby incorporated in and made
a
part of this Agreement as if set forth in full herein.
(signature
page follows)
-9-
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered in their name and on their behalf as of the date first above
written.
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By:
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/s/
Xxxxxxx XxXxxxxxxx
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Print Name:
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Title:
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CFO
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HEDRIN
PHARMACEUTICALS K/S
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By:
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/s/
Xxxxxxx XxXxxxxxxx
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By:
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/s/
Xxxxxxx Xxxxxxxxxxxx
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Print Name:
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Print Name:
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|||
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Title:
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Director
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Title:
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Director
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For
the purposes of Article
6
only:
NORDIC
BIOTECH VENTURE FUND II K/S
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By:
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By:
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|||
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Print Name:
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Print Name:
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|||
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Title:
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Title:
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-10-
APPENDIX
A
HEDRIN
AGREEMENTS
1.
Exclusive License Agreement for “Hedrin” among Xxxxxxxx & Xxxx, Ltd.,
Kerris, S.A. and Manhattan Pharmaceuticals, Inc., dated June 26,
2007
2.
Supply
Agreement between Xxxxxxxx & Xxxx, Ltd. and Manhattan Pharmaceuticals, Inc.,
dated June 26, 2007
3.
Deed
of License among Durminster Limited, Xxxxxxxx & Xxxx, Ltd., Kerris, S.A. and
Manhattan Pharmaceuticals, Inc., dated June 26, 2007
OTHER
ASSIGNED CONTRACTS
None.
APPENDIX
B
PERMITTED
LIENS
None.
SCHEDULE
3.5
INTELLECTUAL
PROPERTY
None.
SCHEDULE
3.6
ASSETS
1.
Cash
and cash equivalents held by MHA;
2.
right
to receive services of MHA personnel (including, but not limited to, the
services to be provided under the Services Agreement); and
3.
real
property, plant and equipment of MHA
