ASSIGNMENT AND BILL OF SALE
ASSIGNMENT AND XXXX OF
SALE
Reference is hereby made to the letter
agreement dated the date hereof (the “Agreement”) among
Vyteris, Inc., a Delaware corporation ("Vyteris"), Vyteris,
Inc., a Nevada corporation and Ferring Pharmaceuticals, Inc., a Delaware
corporation (“Ferring”). Each
capitalized term used herein and not defined herein shall have the meaning
ascribed to it in the Agreement.
Vyteris, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
does hereby grant, sell, assign, transfer, set over, deliver and convey unto
Ferring the Purchased Assets, including, without limitation, the assets
described in Schedule
1 attached hereto.
TO HAVE AND TO HOLD the same unto the
said Ferring, its successors and assigns, forever.
Vyteris hereby agrees to execute and
deliver such further instruments of conveyance, transfer and assignment and to
take such other and further action as Ferring may reasonably request more
effectively to sell, assign, transfer, set over, deliver and convey any of the
Purchased Assets hereunder and to confirm title thereto to Ferring, and to
assist in the collection or reduction to possession thereof and to exercise
rights with respect thereto.
Vyteris hereby constitutes and appoints
Ferring and its successors and assigns as Vyteris' true and lawful attorney,
with full power of substitution, in Vyteris' name and stead, but on behalf and
for the benefit of Ferring and its successors and assigns, to demand and receive
any and all of the Purchased Assets and to give receipts and releases for and in
respect of the same, and any part thereof, and from time to time to institute
and prosecute in Vyteris' name, or otherwise, for the benefit of Ferring and its
successors and assigns, any and all proceedings at law, in equity or otherwise,
which Ferring and its successors or assigns may deem proper for the collection
or reduction to possession of any of the Purchased Assets or for the collection
and enforcement of any claim or right of any kind hereby granted, sold,
assigned, transferred, set over, delivered and conveyed, or intended to be, and
to do all acts and things in relation to the Purchased Assets which Ferring and
its successors and assigns shall deem desirable, Vyteris hereby declaring that
the foregoing powers are coupled with an interest and are and shall be
irrevocable by Vyteris or by its dissolution or in any manner or for any reason
whatsoever.
The representations, warranties and
covenants of Vyteris contained in the Agreement shall not merge into but shall
survive this Assignment and Xxxx of Sale and become a part hereof and shall
continue in full force and effect from and after the date
hereof.
IN WITNESS WHEREOF, Vyteris
has caused this Assignment and Xxxx of Sale to be executed and delivered by its
duly authorized officers as of the ______ day of March, 2009.
|
Attest:
|
VYTERIS,
INC., a Delaware corporation
|
||||
|
By:
|
/s/ Xxxxxx X. Xxxx |
By:
|
/s/ Xxxx Xxxxxxxxxx | ||
|
Name:
Xxxxxx X. Xxxx
|
Name:
Xxxx Xxxxxxxxxx
|
||||
|
Title:
Chief Financial Officer and
|
Title:
Chief Executive Officer
|
||||
| Principal Accounting Officer | |||||
Acknowledged
and Agreed by:
|
By:
|
/s/ Xxxx Xxxxxxxxxx |
|
Name: Xxxx Xxxxxxxxxx
|
|
|
Title: Chief
Executive
Officer
|
|
2
SCHEDULE
1
The
Purchased Assets include the following:
See
Attached
