Exhibit 10.87
ASSIGNMENT OF COMMERCIALIZATION AGREEMENT
This is an Agreement, effective as of the 1st day of April, 1995 (the
EFFECTIVE DATE), among Xxxxxxx Pharmaceutical, Inc., a corporation incorporated
in the State of Delaware, with offices located at 000 Xxxxxxxxxx Xxxxxx, Xxxxx
000, Xxxx Xxxx, Xxxxxxxxxx 00000-0000 ("CPI"); Xxxxxxx Corporation, a
corporation incorporated in the State of Delaware, with offices located at 00000
X.X. 000 Xxxxxx, Xxxxx, Xxxxxxx 00000 ("XXXXXXX"); and the Regents of the
University of Michigan, a constitutional corporation of the State of Michigan,
with offices located at 0000 Xxxxx Xxxxx, Xxxx 0000, Xxx Xxxxx, Xxxxxxxx
00000-0000 ("MICHIGAN"). CPI, XXXXXXX and MICHIGAN agree as follows:
1. BACKGROUND
1.1 MICHIGAN and XXXXXXX have previously entered into a COMMERCIALIZATION
AGREEMENT, attached hereto and incorporated herein as the Attachment,
covering certain TECHNOLOGY and LICENSED PATENTS as therein defined.
1.2 XXXXXXX wishes to assign all of its rights and obligations under the
COMMERCIALIZATION AGREEMENT to CPI, and CPI wishes to accept such
assignment. As required by the COMMERCIALIZATION AGREEMENT, and
consistent with its mission of education and research, MICHIGAN wishes
to consent to such assignment.
2. ASSIGNMENT
2.1 XXXXXXX hereby assigns all of its rights and obligations under the
COMMERCIALIZATION AGREEMENT to CPI.
2.2 CPI hereby accepts this Assignment, all of the terms and conditions of the
COMMERCIALIZATION AGREEMENT, and all of XXXXXXX'X rights and obligations
under the COMMERCIALIZATION AGREEMENT,
2.3 MICHIGAN hereby accepts this Assignment.
2.4 XXXXXXX, CPI and MICHIGAN acknowledge that the parties to the
COMMERCIALIZATION AGREEMENT henceforth are CPI and MICHIGAN. Obligations
fully satisfied by XXXXXXX, such as the license issue fee, shall be
deemed performed by CPI.
2.5 XXXXXXX'X rights and obligations under the COMMERCIALIZATION AGREEMENT
shall be deemed to have been terminated in accordance Article 13, as if
the COMMERCIALIZATION AGREEMENT had been voluntarily terminated by
notice of XXXXXXX according to Paragraph 13.4. If CPI thereafter
terminates the COMMERCIALIZATION AGREEMENT for any reason under
Paragraph 13.4, then MICHIGAN shall notify XXXXXXX and XXXXXXX shall be
entitled, for 60 days following such notice, to assume the rights and
obligations of CPI to the COMMERCIALIZATION AGREEMENT.
IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement in
duplicate originals by their duly authorized officers or representatives.
XXXXXXX PHARMACEUTICAL, INC. THE REGENTS OF THE UNIVERSITY OF MICHIGAN
/s/ XXXXXX XXXXXXX /s/ XXXXXX X. XXXX
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Title: CEO Title: Director, Technology Management Office
XXXXXXX CORPORATION
/s/ XXX VAN
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Chief Financial Officer and Treasurer
