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EXHIBIT 10.43
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is dated as of December 12,
2000 by and between Spinneret Financial Systems, Ltd., (ASSIGNOR) and GMF
Holdings Inc. (ASSIGNEE).
WHEREAS, Assignor, has entered into an equity line of credit agreement
(the Agreement), dated as of the 18th day of September 2000 with Advanced Viral
Research Corp (the "Company").;
WHEREAS, Assignor desires to transfer all of its right, title and
interest in the Agreement to the Assignee:
NOW, THEREFORE, for and in consideration of good and valuable
consideration, the parties hereto agree as follows:
1. Assignor hereby assigns and transfers all of its right, title
and interest in and to the Agreement to Assignee.
2. Assignee hereby assumes and agrees to comply with and perform
for the benefit of the Company, all of the representations,
covenants, agreements, conditions, terms and obligations on
the part of the Investor , as defined in the Agreement, to be
complied with and performed under the Agreement. accruing from
and after the date of this instrument.
3. Assignee shall do nothing nor permit anything to be done that
would constitute a breach, violation or default under the
terms of the Agreement, and Assignee hereby indemnifies
Assignor and holds Assignor harmless from and against any and
all claims of any kind by reason of any breach, violation or
default on the part of Assignor under the Agreement.
4. Assignor shall give Assignee copies of notices of any alleged
breach, violation or default by Assignor under the terms of
the Agreement it may receive from the Company immediately upon
receipt.
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IN WITNESS WHEREOF, Assignor and Assignee have caused their respective
duly authorized officers to execute this instrument.
SPINNERET FINANCIAL SYSTEMS, LTD. GMF HOLDINGS. INC.
By: /s/ Xxxxxx Xxxxxxxxx By: /s/ Xxxxx Xxxxx
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Name: Xxxxxx Xxxxxxxxx Name: Xxxxx Xxxxx
Title: President Title: President
The Company hereby consents to the assignment of the Agreement to and assumption
by Assignee. and hereby releases Spinneret Financial Systems, Ltd. from its
obligations under the Agreement. The Company further acknowledges and agrees
that except as modified by this instrument, the Agreement is ratified and
affirmed and is in full force and effect.
Dated: December 12, 2000
ADVANCED VIRAL RESEARCH CORP.
By: /s/ Xxxxxx X. Xxxxxxxxx, M.D.
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Name: Xxxxxx X. Xxxxxxxxx, M.D.
Title: President
