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EXHIBIT 10.4
EXECUTION COPY
ASSIGNMENT OF RIGHTS AND ASSETS
This ASSIGNMENT OF RIGHTS AND ASSETS (the "Assignment"), is made as of
November ____, 1994 from CTRC Research Foundation, a Texas not-for-profit
corporation ("CTRC"), to Biovensa Inc., a Delaware corporation ("Biovensa").
R E C I T A L S:
WHEREAS, CTRC owns all of the issued and outstanding capital stock of
Biovensa;
WHEREAS, CTRC has determined that it would be beneficial for Biovensa
to have the use and ownership of certain rights and assets currently held and
owned by CTRC;
WHEREAS, CTRC has determined that such rights and assets should be
transferred to Biovensa in the form of a capital contribution and in exchange
for certain additional equity ownership in Biovensa; and
WHEREAS, Biovensa has agreed to accept the assignment of such rights
and assets.
NOW, THEREFORE, in consideration of the premises contained herein, and
other good and valuable consideration, the receipt and sufficiency of which is
acknowledged, the parties hereby agree as follows:
1. Assignment. As a contribution to the capital of Biovensa, and
in exchange for certain additional equity ownership in Biovensa, CTRC hereby
assigns, conveys, transfers, sets over and delivers to Biovensa, and Biovensa
hereby accepts, all of CTRC's right, title and interest of any nature, in and
to the following (collectively the "Assigned Assets"):
1.1. Computer Equipment. The computer hardware and
equipment described on Exhibit A hereto;
1.2. Business Plan. The Biovensa Business Plan dated May
18, 1994, as supplemented and updated, as included in Exhibit B
hereto, including all predecessors thereto;
1.3. Pharmaceutical Rights. The know-how, processes,
formulae, rights to make, sell and use, and all tangible samples of
the pharmaceutical compounds known as "4-hydroperoxycyclophosphamide"
and "dihydro-5-azacitidine".
1.4. Sterling Winthrop Contract Rights. (a) The MGBG
License and Development Agreement by and between CTRC and Sterling
Winthrop Inc.
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("Sterling") dated as of October 1, 1992, as included as Exhibit C
hereto (the "MGBG License Agreement"), and the development and other
rights and obligations of CTRC relating to the cancer compound known
as Crisnatol Mesylate ("Crisnatol") arising under the Option Agreement
by and between CTRC and Sterling dated as of October 1, 1992 and
amended effective as of April 1, 1994 as included as Exhibit D hereto
(the "Option Agreement") and;
(b) Biovensa hereby accepts the assignments set forth in
paragraph (a) hereof and hereby assumes all the obligations and
commitments of CTRC arising under the MGBG License Agreement and with
respect to the compound Crisnatol under the Option Agreement;
1.5. License Negotiations. CTRC's rights and interests in
and pursuant to any negotiations, letters of intent, agreements or
commitments made with respect to the compounds commonly known as
Difluoromethylornithine, Oxpurinol and Piritrexim.
1.6. Governmental Approvals and Applications. Any
approvals, applications, registrations, designations or other rights
applied for by, granted or conveyed to CTRC by any governmental or
regulatory body, department, commission or instrumentality, which
relate to the Assigned Assets described in Sections 1.3, 1.4 or 1.5
hereof.
2. Representations and Warranties of CTRC. With the exception of
the assets described in Section 1.4, which are held pursuant to the MGBG
License Agreement and the Option Agreement, CTRC represents and warrants to
Biovensa that as of the date hereof, CTRC has good and marketable title to all
of the Assigned Assets, free and clear of any liens, pledges, claims,
encumbrances or security interests of any kind of nature.
3. Miscellaneous.
3.1. Governing Law. This Assignment shall be governed by
and construed in accordance with the internal laws of the State of
Texas, without giving effect to any choice or conflict of law
provisions or rules (whether of the State of Texas or otherwise) that
would cause the application of the laws of any jurisdiction other than
the State of Texas.
3.2. Successors and Assigns. This Assignment shall be
binding upon and inure to the benefit of the parties hereto, and their
successors and assigns, however, neither party may assign its rights,
interests or obligations hereunder without the prior written consent
of the other party.
3.3 Execution in Counterparts. This Assignment may be
executed simultaneously in one or more counterparts, each of which
shall be deemed an original agreement, but all of which together shall
constitute one and the same instrument.
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3.4. Titles and Headings. The titles and headings to
sections contained herein are for purposes of reference only, and
shall not affect the provisions hereof.
3.5. Entire Agreement. This Assignment constitutes the
entire agreement among the parties with respect to the matters covered
thereby and supersedes all previous written, oral or implied
understanding among them with respect to such matters.
3.6. Amendment and Modification. The terms of this
Assignment may be amended, modified, waived or supplemented only by
mutual consent set forth in a writing duly signed by the parties
hereto.
3.7. Severability. In case of any of the provisions
contained in this Assignment are found to be invalid, illegal or
unenforceable in any request, any invalidity, illegality or
unenforceability shall not affect any other provision of this
Assignment, but this Assignment shall be construed as if such invalid,
illegal or unenforceable provision has been limited or modified
(consistent with its general intent) to the extent necessary so that
it shall be valid, legal and enforceable, or if it shall not be
possible to so limit or modify such invalid or illegal or
unenforceable provision or part of a provision, this Assignment shall
be construed as if such invalid or illegal or unenforceable provision
or part of a provision had never been contained herein.
3.8. Cooperation. CTRC and Biovensa agree to take all
actions and execute all documents or instruments as either party may
reasonably request to consummate the transactions contemplated by this
Agreement.
IN WITNESS THEREOF, the undersigned have executed this Assignment of
Rights and Assets as of the date set forth above.
CTRC RESEARCH FOUNDATION BIOVENSA
/s/ XXXXX XXXXXXXX /s/ XXXXXXX XXXX
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By: Xxxxx Xxxxxxxx By: Xxxxxxx Xxxx
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Title: Chief Operating Officer Title: CEO
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Exhibit A
FIXED ASSETS
VALUE
Computer for Xxxx Xxxx:
Macintosh llci F11140J3765 $1,478.20
Extended Keyboard II MI0501Q8%MO312
Monitor Model #M0401 7043104
Mouse MI050KD3C25
Computer for Xxxxxxx Xxxxxxx:
Macintosh LC E1205AMM0442LL/A $1,415.62
Extended Keyboard II AP1361MY%MO312
Monitor M11140T5DTO
Mouse LT1160RSC22
Computer for Xxxxxxx Xxxx:
Macintosh Powerbook 000 Xxxxx # X000X $3,067.64
FC3023LQ441
Computer for Xxxxxx Xxxxxx:
Macintosh IIsi F2112NL6C56 $1,454.36
Extended Keyboard II AP1115YG%MO312
Monitor MI13085FDT6
Mouse MI1050KOC25
Computer for Xx Xxxxxxxx:
Macintosh IIsi CS2416NIC53 $1,454.36
Mouse: LT224618C22
Extended Kayboard II: AP24005C%MO312
Model M3501
Monitor M1212: SG231J9LEO4
Computer for Xxxx Xxxx:
Macintosh IIx F9490W1M5835 -0-
Mouse 1288893
Extended Keyboard: SI2341KNO3N
Monitor VEC Multisync 3Ds 14M30109
Computer for Xxxxxxx Xxxxxxxx:
Macintosh IIsi FC2416MPC53 $1,235.00
Mouse: LT2245ZAC22
Extended Kayboard II: AP240058%MO32
Model M3501
Monitor M1212: SG231068E04
Computer for Xxxxx Xxxxxxx:
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Macintosh LC E1104RM0812LL/A2111 $1,415.62
Mouse: LT104RRNC22
Extended Keyboard II: APO41JY%MO312
Model M3501
Monitor M1212: M136FJDT6
Computer for Xxx Xxxxxx:
Xxxxxxxxx Xxxxxx 000XX XB351CFP13Z $1,868.14
Mouse: LT340T72T18
Extended Kayboard II: AP351AAA%MO312
Model M3501
Monitor M1212: S5404142EO4
Computer for Xxxxx Xxxxx:
Macintosh LC III SG32229YNVA2 $1,388.94
Mouse: MB3211C3T18
Extended Keyboard II: AP32583T%MO312
Model M3501
Monitor M1212:
Computer for Xxxxxx Xxxxxxxxx:
Power Macintosh 6100/60: XB426T2M175 $2,710.99
Monitor -
Macintosh Color Display: S54203TC2B7
Extended Keyboard II: AP33691C
Model M3501
Mouse: MB418EB5T18
Computer for Xxxxx Xxxxxxxx:
Power Macintosh 6100/60: XB426T3Z175 $2,710.99
Mouse: MB418E9NT18
Extended Keyboard II: AP33691B
Model M3501
Macintosh Color
Display Monitor: S54203TN2B7
Computer for Xxx Xxxxxxxxxx:
Xxxxxxxxx Xxxxxx 000XX XB3519DU12Z $2,224.68
Mouse: MB335E7CT18
Extended Keyboard II: AP352DUZ%MO312
Model M3501
Monitor M1212: S53480BFE04
Computer for Xxxxx Xxxxxxx:
Power Macintosh 6100/60: XB426T3N175 $2,710.99
Mouse: MB418ECAT18
Extended Keyboard II: AP336919
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Model M3501
Macintosh Color
Display Monitor: S54203TQ2B7
Computer for Xxxx Xxxxxxxxx:
Power Macintosh 6100/60: XB426T2S175 $2,710.99
Mouse: MB418EBDT18
Extended Keyboard II AP33691A
Model M3501
Macintosh Color
Display Monitor S54203TP2B7
For Xxxxxxx Xxxx:
Dictaphone (Brand) Equipment: $625.02
Microcassette Portable Model # 3243
Serial # 842989
Exectalk Transcriber Model # 3712
Serial # 045041
#15 Software Licenses for Microsoft Office Mac 4.3 Pro -0-
includes:
FoxPro 2.6
Microsoft Word 6.0
Excel 5.0
PowerPoint 4.0
Microsoft Mail
Total $28,471.54
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EXHIBIT A
Assignment of Rights Agreement
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