ASSIGNMENT AND ASSUMPTION OF ASSIGNED CONTRACTS AGREEMENT
THIS
ASSIGNMENT AND ASSUMPTION OF ASSIGNED CONTRACTS AGREEMENT (this “Agreement”) by
and between RxElite Holdings, Inc., a Delaware corporation (the “Acquired
Company”), and RxElite, Inc., a Delaware corporation (“Seller”) is effective
immediately prior to the closing of the transactions contemplated by the
Purchase Agreement (as defined below).
WITNESSETH:
WHEREAS,
as part of the Reorganization contemplated by that certain Stock Purchase
Agreement, dated as of January 27, 2009 (the “Purchase Agreement”), by and
between Piramal Healthcare, Inc., a Delaware corporation (“Purchaser”), and
Seller, whereby Purchaser will acquire from Seller all of the issued and
outstanding stock of the Acquired Company, Seller agrees to sell, assign,
transfer, convey and deliver certain of Seller’s contracts to the Acquired
Company prior to the closing of the transactions contemplated under the Purchase
Agreement; and
WHEREAS,
Seller is a party to each of the Assigned Contracts and Seller desires to assign
all its right, title and interest in the Assigned Contracts to the Acquired
Company pursuant to the terms of the Purchase Agreement.
NOW,
THEREFORE, in consideration of the premises and agreements set forth herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Definitions.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings given to them in the Purchase Agreement.
2. Assignment. Seller
hereby assigns, transfers and conveys to the Acquired Company all of Seller’s
right, title and interest in and to the Assigned Contracts.
3. Acquired Company
Undertaking. The Acquired Company assumes and agrees to pay, perform
and/or discharge in accordance with their terms the liabilities and obligations
of Seller arising hereafter under the Assigned Contracts (except for liabilities
or obligations arising out of any breach of any such Assigned Contract prior to
the date hereof).
4. Amendment and Modification;
Waiver. Subject to applicable law, this Agreement may be amended,
modified and supplemented only by written instrument authorized and executed by
Seller and the Acquired Company at any time with respect to any of the terms
contained herein. No waiver by any party of any of the provisions hereof shall
be effective unless explicitly set forth in writing and executed by the party so
waiving. The waiver by either party hereto of a breach of any provisions of this
Agreement shall not operate or be construed as a waiver of any other or
subsequent breach.
5. GOVERNING LAW. THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF THE CONFLICTS OF
LAWS THEREOF.
6. Inconsistencies with
Purchase Agreement. Notwithstanding anything to the contrary contained
herein, the terms of this Agreement are subject to the terms, provisions,
conditions and limitations set forth in the Purchase Agreement, and this
Agreement is not intended to alter the obligations of the parties to the
Purchase Agreement. In the event of any inconsistencies between the terms of
this Agreement and the terms of the Purchase Agreement, the parties hereto agree
that the terms of the Purchase Agreement shall control.
7. Headings. The
headings of this Agreement are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof.
8. Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute only one
instrument.
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of page intentionally left blank.]
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in
their names as of the date first above written.
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SELLER:
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By:
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/s/
Xxxx Xxxxxxxx
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Name:
Xxxx Xxxxxxxx
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Title:
CEO
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ACQUIRED
COMPANY:
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RxElite
Holdings, Inc.
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By:
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/s/
Xxxx Xxxxxxxx
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Name:
Xxxx Xxxxxxxx
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