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EXHIBIT 10.56
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement is entered into as of June 11,
1999, by and between LXR BIOTECHNOLOGY INC. ("LXR"), a Delaware corporation, and
Dr. L. Xxxxx Xxxxx, with an address of 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, XX
00000 ("Xx. Xxxxx").
LXR has rights in certain technology relating to the detection of DNA in
bodily fluids ("Technology") acquired under the Cooperative Development
Agreement dated as of May 19, 1997 between LXR and Xx. Xxxxxxx X. Xxxxxxxxxxxx
("Xxxxxxxxxxxx Agreement"). Xx. Xxxxx is desirous of acquiring LXR's entire
right, title and interest in and to the Technology in exchange for his
assumption of all obligations of LXR under the Xxxxxxxxxxxx Agreement and as
further consideration for entering into a letter agreement and related release
dated the date hereof terminating Xx. Xxxxx'x consulting relationship with LXR
("Termination and Release Agreements").
Accordingly, for good and valuable consideration, the parties agree as
follows:
1. ASSIGNMENT OF RIGHTS BY LXR; ASSUMPTION OF OBLIGATIONS BY XX. XXXXX
1.1 The term "Inventions" shall refer only to the patent
applications listed in Exhibit A, and any continuations,
continuations-in-part, divisions, reissues or extensions thereof
and letters patent issuing with respect thereto, and all
discoveries, inventions, improvements, developments, products,
processes, procedures, techniques and technical information, to
the extent they relate to the Technology, that have been made,
conceived or reduced to practice by LXR, alone or with others,
in connection with the Xxxxxxxxxxxx Agreement.
1.2 LXR hereby assigns, transfers and sells to Xx. Xxxxx, his heirs,
personal representatives, successors and permitted assigns, all
of LXR's right, title and interest in and to the Inventions,
whether or not patentable, and all of LXR's interest and rights
under the Xxxxxxxxxxxx Agreement.
1.3 Xx. Xxxxx hereby assumes and agrees to pay and discharge all
obligations of LXR under the Xxxxxxxxxxxx Agreement of whatever
kind or nature, including without limitation, obligations or
claims arising prior to, or after, the date hereof. Neither Xx.
Xxxxx nor his heirs, personal representatives, successors or
assigns shall look to LXR for the discharge or payment of any
obligation or claim of any kind with respect to the Xxxxxxxxxxxx
Agreement, the Inventions or the Technology.
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2. CONSIDERATION FOR ASSIGNMENT
2.1 As consideration for the assignment of the Inventions and the
Technology, and in addition to his assumption of certain
obligations under paragraph 1.3 hereof, Xx. Xxxxx has entered
into the Termination and Release Agreements pursuant to which he
has released LXR from certain obligations and claims and has
agreed to a termination of the Consulting Agreement dated July
29, 1998 between LXR and Xx. Xxxxx. This agreement shall not
become effective unless and until the Termination and Release
Agreements become effective.
3. MISCELLANEOUS
3.1 LXR has identified those files and documents needed by Xx. Xxxxx
to perfect his ownership of the Inventions and Technology. Xx.
Xxxxx has reviewed these files and documents and agrees that
these are the only such files and documents needed from LXR. At
its expense, LXR shall transfer these files and documents to Xx.
Xxxxx to such location as he may designate within the U.S. All
expenses incurred after the date hereof related to the
prosecution and maintenance of the Inventions shall be borne by
Xx. Xxxxx, including any expenses incurred or accrued prior to
the date hereof and not yet paid.
3.2 Neither LXR nor Xx. Xxxxx will enter into any agreement that
would conflict with their respective obligations under this
Agreement.
3.3 For the purposes of this Agreement, the parties shall be
considered independent contractors and not agents or employees
of the other party. Neither party shall have the authority to
make any statements, representations or commitments of any kind,
nor to take any action that would be binding on the other party,
except as may be expressly provided for herein or authorized in
writing. LXR and Xx. Xxxxx are neither partners nor joint
venturers under this Agreement, and nothing shall be construed
as causing them to be such.
3.4 Except as provided herein, this Agreement constitutes the entire
agreement between the parties relating to the subject matter
hereof and all other prior negotiations, representations,
agreements, and understandings are superseded by this Agreement.
No agreements altering or supplementing the terms of this
Agreement may be made except in writing and signed by authorized
representatives of the parties.
3.5 The laws of the State of California shall govern the validity
and interpretation of this Agreement and the legal relations of
the parties to it.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.
LXR BIOTECHNOLOGY INC. DR. L. XXXXX XXXXX
By: /s/ G. Xxxx Xxxx By: /s/ L. Xxxxx Xxxxx
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G. Xxxx Xxxx L. Xxxxx Xxxxx
Acting President
Date: June 11, 1999 Date: September 10, 0000
XXXXXXX XX XX. XXXXXXX XXXXXXXXXXXX
The undersigned hereby consents to this Assignment and Assumption
Agreement between LXR BIOTECHNOLOGY INC. and DR. L. XXXXX XXXXX, understands
that Xx. Xxxxx is assuming and agreeing to pay all obligations of LXR under the
Xxxxxxxxxxxx Agreement and agrees, for himself and his heirs, personal
representatives, successors and assigns, that he will not look to LXR, its
successors or assigns, except Xx. Xxxxx, for the discharge or payment of any
obligation or claim of any kind with respect to the Xxxxxxxxxxxx Agreement, the
Inventions or the Technology.
By: /s/ Xxxxxxx X. Xxxxxxxxxxxx
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Xx. Xxxxxxx X. Xxxxxxxxxxxx
Date: August 1, 1999
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EXHIBIT A
U.S. Patent Application Serial No. 09/230,704
Title: "Method for Detection of Nucleic Acid Sequences in Urine"
European Patent Application No. 98924998.2
Title: "Method for Detection of Nucleic Acid Sequences in Urine"
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