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Exhibit 10.25
ASSIGNMENT OF OPTION
This Assignment is entered into effective as of the 1st day of May, 1999,
by and among Xxxxx Xxxxxx ("Xxxxxx"), CEO Venture Fund III ("CEO") and Demegen,
Inc. (the "Company").
WITNESSETH:
WHEREAS, on February 19, 1999 the Company granted a nonqualified stock
option to Colker for the purchase of up to 25,000 shares of Common Stock of the
Company at an exercise price of $0.45 per share (the "Option") pursuant to a
Nonqualified Stock Option Agreement (the "Option Agreement"); and
WHEREAS, pursuant to Paragraph 6 of the Option Agreement, Colker has the
right to assign the Option to CEO; and
WHEREAS, Colker desires to assign the Option to CEO and CEO wishes to
assume the Option and agrees to be subject to the terms of the Option Agreement;
and
WHEREAS, the Company is willing to acknowledge the assignment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and intending to be legally bound
hereby, the undersigned agree as follows:
1. Assignment. Colker hereby assigns the Option to CEO and CEO accepts such
assignment and agrees to be bound by the terms of the Option Agreement as if CEO
were the original signatory thereto, and CEO acknowledges that is familiar with
the terms and provisions of the Option Agreement, including without limitation,
(i) the Right of First Refusal set forth in Paragraph 12 and (ii) the terms of
the Company's 1998 Stock Option Plan which are incorporated therein.
2. Acknowledgement. The Company acknowledges the foregoing assignment and
agrees to treat CEO as the Optionee for all purposes under the Option Agreement
from and after the date hereof.
3. Governing Law. This Assignment shall be governed by the laws of the
Commonwealth of Pennsylvania without regard to any jurisdiction's conflict of
laws provisions.
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IN WITNESS WHEREOF, the undersigned have executed this Assignment effective
as of the date first written above.
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
CEO VENTURE FUND III
By: Colker and Xxxxxx Management
Associates III
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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General Partner
DEMEGEN, INC.
By: Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: President
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