ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is effective as
of April 17, 1997 (the "Effective Date"), by and between SUPERGEN, INC., a
California corporation ("Assignor") and R & S, LLC, a California limited
liability company ("Assignee").
RECITALS
A. Assignor and Xxxxxx X. Xxxxxxx, trustee of the Xxxxxxx Trust,
established 11/8/89 ("Seller"), entered into that certain Standard Offer,
Agreement and Escrow Instructions for Purchase of Real Estate dated, for
reference purposes only, as of December 11, 1996, and all of the exhibits and
addenda attached thereto (collectively, the "Agreement"), whereby Assignor
agreed to purchase from Seller and Seller agreed to sell to Assignor all of
Seller's right, title and interest in and to that certain condominium property
commonly known as 0000 Xxxxxxxxxx Xxxx, Xxxx X, Xxxxxxxxxx, Xxxxxxx Xxxxxx,
Xxxxxxxxxx, as more particularly described in the Agreement.
B. Pursuant to Paragraph H of Addendum A to the Agreement, Assignor
desires to assign to Assignee, and Assignee desires to assume, all of Assignor's
rights and obligations under the Agreement.
NOW, THEREFORE, for and in consideration of the Premises, the Agreement and
the mutual covenants and agreements set forth herein, Assignor and Assignee
agree as follows:
1. ASSIGNMENT OF AGREEMENT. As of the Effective Date, Assignor hereby
conveys and assigns to Assignee all of Assignor's right, title and interest in
and to the Agreement.
2. ASSIGNMENT OF AGREEMENT. Assignee accepts the foregoing assignment
and agrees to assume, pay and perform all of the terms and obligations of
Assignor under the Agreement.
3. INDEMNIFICATION. As of the Effective Date, Assignee shall indemnify,
defend, protect and hold Assignor harmless of and from any and all claims,
demands, causes of action or liabilities arising out of or resulting in any way
from the Agreement.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement to
be effective as of the Effective Date.
ASSIGNOR: ASSIGNEE:
SuperGen , Inc., a California R & S, LLC, a California limited
corporation liability company
By: /s/ Xx. Xxxxxx Xxxxxxxxx By: /s/ Xx. Xxxxxx Xxxxxxxxx
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Name: Xx. Xxxxxx Xxxxxxxxx Name: Xx. Xxxxxx Xxxxxxxxx
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Title: President Title:
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