ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit 10.9
This
Assignment and Assumption Agreement (this “Agreement”), effective as of
January 4, 2000 (the “Effective Date”), is made between The Foundry, LLC
(“Assignor”), and Concentric Medical, Inc., a Delaware corporation (“Assignee”).
RECITALS
A. Assignor and The Regents of the University of California, a California
corporation (“The Regents”), have entered into an Exclusive License Agreement dated
November 29, 1999, as amended (the “License Agreement”).
B. Assignor desires to assign its rights and obligations under the License
Agreement to Assignee, and Assignee desires to accept such assignment, on the terms
and conditions set forth herein.
AGREEMENT
Now, therefore, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. Effective as of the Effective Date, Assignor hereby assigns, transfers and
conveys to Assignee, and Assignee hereby accepts, all of Assignor’s right, benefit,
title and interest under the License Agreement.
2. Effective as of the Effective Date, Assignee accepts the foregoing
assignment and assumes and agrees to keep, perform and fulfill, as a direct
obligation to The Regents, all of the terms, covenants, conditions and obligations required to be
kept, performed and fulfilled by the Assignor under the License Agreement from and after
the Effective Date (the “Assumed Obligations”). For the avoidance of doubt, the
parties agree and acknowledge that the Assumed Obligations shall not include any liability
under the License Agreement arising out of or relating to a breach thereof that occurred
prior to the Effective Date.
3. This Agreement will be governed by and construed under the laws of the
State of California without regard to conflicts-of-laws principles that would
require the application of any other law.
4. This Agreement may be executed in any number of counterparts, all of
which together shall constitute one instrument. This Agreement may be executed and
delivered via facsimile.
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Each of the parties has caused this Agreement to be duly executed on its behalf
effective as of the Effective Date.
| ASSIGNOR: | ||||
| THE FOUNDRY, LLC | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | President | |||
| Date: | ||||
| ASSIGNEE: | ||||
| CONCENTRIC MEDICAL, INC. | ||||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | CFO | |||
| Date: | ||||
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