THIS AGREEMENT EFFECTIVE THE 1ST DAY OF NOVEMBER, 1999
C-99-3
THIS
AGREEMENT EFFECTIVE THE 1ST
DAY
OF
NOVEMBER, 1999
BETWEEN:
THROMBOTICS
INC.
(Hereinafter
called "Thrombotics")
OF
THE FIRST PART
- and-
NOVOLYTIC
INC.
(Hereinafter
called "Novolytic")
OF
THE
SECOND PART
-and
-
ALTAREX
CORP
(Hereinafter
called "AltaRex")
OF
THE
THIRD PART
WHEREAS:
| A. |
AltaRex
and Thrombotics entered into a Royalty Agreement dated September 10,
1999
(the "AGREEMENT").
|
| B. |
Thrombotics
desires to assign all of its respective interests, obligations and
rights
under the Agreement to Novolytic.
|
NOW
THEREFORE
IN
CONSIDERATION of the sum of ONE ($1.00) DOLLAR, and such other valuable
consideration, the receipt of which is hereby acknowledged, THE
PARTIES AGREE:
1. ASSIGNMENT
a. Thrombotics
hereby transfers and assigns unto Novolytic all of its rights, title
and
interest
in and to the Agreement effective at the close of business November 1,
1999.
| b. |
Novolytic
hereby agrees and undertakes to assume the obligations of Thrombotics
as
set out in the Agreement as and from November 1,
1999.
|
| c. |
Novolytic
acknowledges that it has reviewed and is familiar with the terms of
the
Agreement and covenants with Thrombotics to perform the obligations
of
Thrombotics thereunder.
|
| d. |
Thrombotics
agrees that the Agreement is in good standing, that neither party is
in
default and that no notice has been given by either party with respect
to
any options, option rights, arbitration, dispute resolution or other
rights that either party may have under the
Agreement.
|
2. INDEMNITY
| a. |
Novolytic
does hereby undertake to indemnify, protect and hold harmless Thrombotics
and their respective heirs, executors, successors and assigns of
and from
and in respect of any liability, loss, expense, damage, costs or
other
claim whatsoever in any way
relating
to or arising from or by reason of the operation of Agreement as
and from
November 1, 1999.
|
3. GENERAL
| a. | Time is of the essence. |
| b. |
This
agreement shall be governed in accordance with the laws of the Province
of
Alberta.
|
| c. |
This
agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and
assigns.
|
| d. |
AltaRex
hereby acknowledges receipt of a copy of this Agreement and consents
to
the transfer of "Confidential Information" to Novolytic and the assignment
of
this Agreement.
|
IN
WITNESS WHEREOF the parties hereto have executed this Agreement by the
hands
of their
proper officers as of the date and year first above written.
|
NOVOLYTIC
INC.
|
THROMBOTICS INC. | ||
| /s/ | /s/ | ||
|
|
|
||
|
ALTAREX
CORP
|
|||
| /s/ | |||
|
|
|||
