ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit
10.2
This
ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) dated as of August 2,
2007 (the “Effective Date”), is entered into between Paramount Biosciences, LLC,
a New York limited liability company (“Seller”), with a place of business at 000
0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, and Ventrus Biosciences, Inc., a
Delaware corporation (“Buyer”), with a place of business at 0000 X. Xxxxxxxx
Xxxx, Xxxxx 000, Xxxxxxxxx Xxxxxxx, XX 00000. The parties hereby agree as
follows:
1. Assignment and
Assumption. As of the Effective Date, Seller hereby
irrevocably and unconditionally sells, assigns and transfers to Buyer (a) all of
Seller’s right, title and interest in, and all of Seller’s liabilities,
obligations and restrictions under, the Exclusive License Agreement, dated as of
March 23, 2007, between S.L.A. Pharma AG and Seller (the “Assigned Agreement”),
(b) all discoveries, inventions, data, compilations, formulae, models,
procedures, processes, projections, protocols, results of experimentation and
testing, specifications, strategies, techniques, and other information and
technology generated by or on behalf of Seller relating to the subject matter of
the Assigned Agreement, and (c) all intellectual property rights in or to the
foregoing (collectively, the “Assigned Property”). Buyer hereby
purchases and accepts the Assigned Property, and assumes and agrees to
discharge, perform and observe all the liabilities, obligations and restrictions
under the Assigned Agreement.
2. Consideration. Buyer
shall pay to Seller an amount equal to the aggregate costs and expenses incurred
or accrued by Seller to obtain, generate or perfect its right, title and
interest in and to the Assigned Property, as set forth on Exhibit A
hereto.
3. Deliverables. Seller
shall deliver to Buyer all tangible property related to the Assigned
Property.
4. Further
Assurances. Upon Buyer’s reasonable request, Seller promptly
shall take such actions (including, without limitation, the prompt execution and
delivery of documents in recordable form) as may be reasonably necessary to
vest, secure, perfect, protect or enforce the right, title and interest of Buyer
in and to the Assigned Property. If Buyer is unable, after reasonable
notice to Seller, for any reason whatsoever, to secure Seller’s signature to any
document which Seller is required to execute pursuant to this Section 4, Seller
hereby irrevocably designates and appoints Buyer and its duly authorized
officers and agents as Seller’s agents and attorneys-in-fact, to act for and on
its behalf and instead of Seller, to execute and file any such documents and to
do all other lawfully permitted acts to further the purposes of this Section 4
with the same legal force and effect as if executed by Seller.
5. Miscellaneous.
(a) No Other
Amendments. Except as expressly set forth herein, the Assigned
Agreement remains in full force and effect in accordance with its terms and
nothing contained herein shall be deemed to be a waiver, amendment, modification
or other change of any term, condition or provision of the Assigned
Agreement.
Exhibit
10.2
(b) No Third Party
Beneficiaries. This Agreement is for the sole and exclusive
benefit of the parties hereto and their respective successors and permitted
assigns and nothing herein is intended or shall be construed to confer upon any
person other than the parties hereto and their respective successors and
permitted assigns any rights, remedies or claims under, or by any reason of,
this Agreement or any term, covenant or condition hereof.
(c) Binding
Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and
assigns.
(d) Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
conflicts of law principles thereof.
(e) Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
[Signature
page follows]
Exhibit
10.2
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.
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PARAMOUNT
BIOSCIENCES, LLC
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VENTRUS
BIOSCIENCES, INC.
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By:
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/s/ Xxxxxxx X. Xxxxxxxxx
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By:
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/s/ Xxxxxx Xxxxxxx
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Name:
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Xxxxxxx
X. Xxxxxxxxx, M.D.
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Name:
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Xxxxxx
Xxxxxxx, Ph.D.
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Title:
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Sole
Member
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Title:
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President
& CEO
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Legal
Approval
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||
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Initial:
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MHD
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Date:
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Exhibit
10.2
EXHIBIT
A
Consideration
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Payee
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Date
Paid
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Amount
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||||
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PBS
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Paid
by PBS-SLA
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4/1/2007
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258,000.00 | |||
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PBS
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Paid
by PBS-SLA
|
5/4/2007
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116,476.00 | |||
|
PBS
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Paid
by PBS-SLA
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5/31/2007
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204,078.00 | |||
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PBS
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Paid
by PBS-SLA
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6/29/2007
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231,032.00 | |||
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PBS
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Paid
by PBS-SLA
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7/30/2007
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278,290.00 | |||
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Total
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$ | 1,087,876.00 | ||||
