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EXHIBIT 10.19
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement is entered into as of
the 3rd day of April, 2000 by and between PricewaterhouseCoopers LLP, a Delaware
registered limited liability partnership ("Assignor"), and Informatica
Corporation, a Delaware corporation ("Assignee").
WITNESSETH:
WHEREAS, Assignor and assignee are parties to that certain
Intellectual Property Transfer and Consulting Agreement dated March 31, 2000 by
and among Assignor and Assignee (the "Agreement"), pursuant to Section 1.1 of
which Assignor agreed to contribute, convey, transfer and assign to Assignee the
Transferred IP (as defined in the Agreement);
WHEREAS, the Agreement provides that the Assignor shall assign,
and the Assignee shall assume and agree to pay, perform and discharge when due,
those obligations set forth in Exhibit A hereto (the "Assumed Obligations");
NOW, THEREFORE, pursuant to the terms and conditions of the
Agreement, and for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Assignor and Assignee agree as follows:
1. Assignor hereby assigns, transfers, and delivers to Assignee
the Assumed Obligations.
2. Assignor hereby accepts the foregoing assignment and assumes
and agrees to keep, observe, perform, pay and discharge when due the Assumed
Obligations.
3. Assignor and Assignee hereby agree, from time to time, at the
reasonable request of the other, to execute and deliver such other instruments
of conveyance, transfer or assumption and to take such other actions as the
other may reasonably request in order to more effectively consummate the
transactions contemplated by this Assignment and Assumption Agreement.
4. This Assignment and Assumption Agreement is executed and
delivered pursuant to and made subject to and with the benefit of the
representations, warranties, covenants, terms conditions and other provisions of
the Agreement, including without limitation the indemnification provisions set
forth in Article XI thereof. Capitalized terms used herein and not defined
herein shall have the meanings ascribed to them in the Agreement.
5. This Assignment and Assumption Agreement shall be binding upon
and inure to the benefit of the respective successors and assigns of the parties
hereto.
6. This Assignment and Assumption Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware.
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IN WITNESS WHEREOF, the parties hereto have executed this
Assignment and Assumption Agreement as of the date first written above.
Informatica Corporation
By: /s/ Xxxx X. Xxx
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Name: Xxxx X. Xxx
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Title: Sr. VP and CFO
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PricewaterhouseCoopers LLP
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Partner
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EXHIBIT A
Assumed Obligations
All obligations relating to the unperformed balance of the License Agreement
between PwC and Western Digital Corporation dated December 7, 1999 to the extent
such obligations are applicable to periods subsequent to the Closing Date, other
than PwC's indemnification obligations under Section 4 of the License Agreement
with respect to the named users authorized by PwC prior to Closing.
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