ASSUMPTION AGREEMENT
Exhibit 4.9
This Assumption Assignment (this “Agreement”) is made and entered into as of July 24, 2012 by and among (i) Boston Scientific Corporation, a Delaware corporation (“Parent”), (ii) Medifocus, Inc., a Canadian corporation (“Buyer”), and (iii) each of the Sellers (as defined herein).
RECITALS
WHEREAS, Parent, Buyer and Sellers (as defined in the Asset Purchase Agreement) have entered into that certain Asset Purchase Agreement dated as of June 25, 2012 (the “Asset Purchase Agreement”) pursuant to which Buyer is purchasing all right, title and interest in and to the Purchased Assets (capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Asset Purchase Agreement); and
WHEREAS, this Agreement is being executed and delivered in connection with and as a condition to the Closing of the transactions contemplated by the Asset Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
AGREEMENT
1. Assignment of Assumed Liabilities. Parent and each Seller hereby assigns to Buyer, in accordance with the terms and conditions set forth in the Asset Purchase Agreement, all of the respective Liabilities of Parent and each such Seller to the extent such Liabilities constitute Assumed Liabilities.
2. Assumption of Assumed Liabilities. Buyer hereby assumes, accepts and agrees to fully pay, perform, satisfy and discharge all of the Assumed Liabilities, in accordance with the terms and conditions set forth in the Asset Purchase Agreement.
3. Effective Date of Agreement. This Agreement, and the rights and obligations of the parties hereunder, shall take effect as of the Closing.
4. General. This Agreement shall be subject to the terms and conditions set forth in the Asset Purchase Agreement and nothing in this Agreement shall be construed to limit, terminate or expand the representations, warranties or covenants set forth in the Asset Purchase Agreement.
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IN WITNESS WHEREOF, Buyer, Parent and each of Sellers has caused this Assumption Agreement to be executed and delivered by an officer thereunto duly authorized on the date first above written.
| BOSTON SCIENTIFIC CORPORATION | ||
| By: | /S/ Xxxxxx X. Xxxxxxxx | |
| Xxxxxx X. Xxxxxxxx | ||
| Vice President, Strategy and Business Development | ||
| Urology and Women’s Health | ||
| BOSTON SCIENTIFIC LIMITED | ||
| By: | /S/ Xxxxx X. Xxxxx | |
| Xxxxx X. Xxxxx | ||
| Vice President and Secretary | ||
| BOSTON SCIENTIFIC SCIMED, INC. | ||
| By: | /S/ Xxxxx X. Xxxxx | |
| Xxxxx X. Xxxxx | ||
| Vice President and Secretary | ||
| MEDIFOCUS, INC. | ||
| By: | /S/ Xxxxxxxxx X. Xxxxxx | |
| Xxxxxxxxx X. Xxxxxx, Ph.D. | ||
| Chief Executive Officer | ||
[Signature Page to Assumption Agreement]
