EXHIBIT 2
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MEMBERSHIP INTEREST
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and
entered into as of the 7th day of March, 2003, by and between ImmuCell
Corporation, a Delaware company ("IMMUCELL"), and DMV USA LP, a Delaware
partnership, on behalf of its operating division, DMV International Nutritionals
("DMV").
RECITALS
WHEREAS, pursuant to an Option Agreement dated August 3, 2001 (the
"Option Agreement"), IMMUCELL granted an option to DMV to acquire IMMUCELL's
membership interest in AgriCell Company, LLC ("AgriCell"); and
WHEREAS, on February 14th, 2003, DMV gave notice of its exercise of the
option and the transactions contemplated by the Option Agreement are being
consummated as of the date hereof, and this Agreement is required pursuant to
the Option Agreement to be delivered in connection therewith.
AGREEMENT
NOW, THEREFORE, in consideration of one million one hundred
($1,100,000) dollars and other good and valuable consideration paid by DMV, the
receipt and sufficiency of which is hereby acknowledged by IMMUCELL; the mutual
benefits to be received by the respective parties; and the mutual covenants and
agreements herein and in the Option Agreement, to be kept, performed and
contained, IMMUCELL and DMV covenant and agree, as follows:
1. DEFINITIONS Capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Option Agreement.
2. ASSIGNMENT OF MEMBERSHIP INTEREST
2.1. Assignment. IMMUCELL transfers, sells, assigns, and conveys to DMV
all of IMMUCELL's Interest in AgriCell. The term "Interest" as used herein shall
have the definition ascribed thereto in Article I of the Limited Liability
Company Agreement of AgriCell Company LLC, dated as of September 10, 1996, as
amended (the "Operating Agreement").
2.2. Acceptance/Assumption. Subject to the terms and conditions of this
Agreement and the Option Agreement, DMV does hereby accepts the foregoing
assignment, conveyance and transfer of the IMMUCELL's Interest in AgriCell,
agrees to be bound by all the terms and conditions of the Operating Agreement,
and agrees to assume all obligations and liabilities of IMMUCELL with respect to
it membership Interest in AgriCell.
3. ASSIGNMENT OF CLAIMS AGAINST AGRICELL ImmuCell transfers, sells,
assigns and conveys to DMV any and all claims for amounts that are or may become
due and payable to Immucell by AgriCell with respect to (i) amounts paid, loaned
or contributed to AgriCell by ImmuCell, however charaterized; (ii) reimbursement
of costs, fees, salaries or other compensation, or expenses incurred by ImmuCell
on behalf of AgriCell; (iii) goods sold, services rendered, or property (of any
kind or description) licensed, leased, rented or otherwise made available to
AgriCell by ImmuCell, and (iv) distributions to Members of AgriCell.
4. GENERAL PROVISIONS
4.1. Severable Terms. The invalidity or unenforceability of any term or
provision in this Agreement shall not affect the validity or enforceability of
any other term or provision of this Agreement.
4.2. Waiver. Waiver of a breach of any provision of this Agreement
shall not be deemed a waiver of any other breach of the same or a different
provision.
4.3. Amendment. This Agreement may be amended only by the mutual
written consent of the parties.
4.4. Headings. Headings are solely for convenience and shall not be
used in interpreting the text of this Agreement.
4.5. Construction. This Agreement shall be construed and administered
in accordance with the laws of the State of Delaware.
4.6. Option Agreement. This Agreement is subject to all of the terms
and conditions of the Option Agreement, which shall prevail in the event of a
conflict between the provisions hereof and the provisions thereof.
4.7 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement by their
duly authorized officers.
IMMUCELL CORPORATION DMV USA LP
(on behalf of its operating division
DMV International Nutritionals)
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxx
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Xxxxxxx Xxxxxxx, President and CEO Xxxxxx Xxxxx, Ph.D., President
CONSENT OF NON TRANSFERRING MEMBER
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The undersigned, being the only non-transferring Member of AgriCell (as such
term is defined in Article I of the Operating Agreement), acting pursuant to
Sections 8.1 and 8.3(a) of the Operating Agreement, hereby consents to the
foregoing assignment by IMMUCELL of its Interest in AgriCell to DMV, and to the
admission of DMV as a Member of AgriCell.
AGRI-XXXX, INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
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Xxxxxxx Xxxxxxxxxx, Senior Vice President
