ASSIGNMENT AND ASSUMPTION OF LICENSE AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF LICENSE AGREEMENT
("Agreement") is made to be effective as of this 1st day of February, 1999, by
and between PHARMACEUTICAL PRODUCT DEVELOPMENT, INC., a North Carolina
corporation ("PPD") and PPGx, INC., a Delaware corporation (the "Corporation").
This Agreement is made pursuant and subject to the terms, covenants and
conditions of that certain Stock Purchase Agreement dated February 1, 1999 by
and between PPD and the Corporation (the "Purchase Agreement"). All capitalized
terms used but not defined herein shall have the same meanings assigned to them
in the Purchase Agreement.
RECITALS
WHEREAS, PPD is a party to that certain Software License
Agreement as more fully described on Exhibit A attached hereto and incorporated
herein by reference (the "License Agreement"); and
WHEREAS, in partial consideration for the purchase price to be
paid to the Corporation for issuance of the Shares to PPD pursuant to the
Purchase Agreement, PPD has agreed to assign and transfer the License Agreement
to the Corporation, and the Corporation has agreed to accept such assignment and
to assume PPD 's obligations thereunder pursuant and subject to the terms and
conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and
the mutual promises and covenants set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties, PPD and the Corporation hereby covenant and agree
as follows:
1. Assignment of License Agreement. PPD hereby exchanges,
transfers, conveys and assigns unto the Corporation, its successors and assigns,
all of PPD 's right, title and interest in and to the License Agreement and all
of PPD's rights and benefits thereunder. PPD delivers herewith to the
Corporation the original License Agreement, or a true copy thereof, and all
amendments thereto.
2. Assumption of Obligations. The Corporation hereby
undertakes, assumes and agrees to perform, pay and discharge in a timely manner
all of the duties, responsibilities and obligations of PPD under the License
Agreement (collectively, the "Assumed Obligations").
3. No Representation or Warranty by PPD. Notwithstanding any
provision herein or in the Purchase Agreement to the contrary, PPD makes no
representation or warranty, express or implied, with respect to the License
Agreement or regarding the validity or enforceability of the License Agreement
or any of its rights or obligations thereunder.
4. Consent to Transfer; Novation. Axys Pharmaceuticals, Inc.,
a Delaware Corporation, hereby joins as a party to this Agreement to evidence
its consent to the assignment and assumption of the License Agreement to and by
the Corporation pursuant to this Agreement. In consideration of such assumption
by the Corporation, Axys further hereby releases and discharges PPD from any
further liability under the License Agreement, it being understood that this
Agreement constitutes a novation as to PPD and a substitution of the Corporation
in place of PPD as a party to the License Agreement.
5. Miscellaneous. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware. The
obligations of the parties hereto shall be binding upon each of them and their
respective successors, legal representatives and assigns.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and delivered through their duly authorized officers effective as of
the day and year first written above.
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: CEO
PPGx, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: CEO & President
AXYS PHARMACEUTICALS, INC.
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Chairman / CEO
