ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of May
19, 1997, by and between Health Care Capital Partners, L.P.
("Assignor") and Health Care Executive Partners, L.P.
("Assignee").
R E C I T A L S
- - - - - - - -
A. Reference is made to the documents listed on Schedule A
hereto, as such agreements may have been amended,
supplemented or restated to the date hereof (the "Operative
Agreements").
B. As of the date hereof, Assignor, pursuant to the Purchase
Agreement (as defined on Schedule A), has the right to
acquire $20,000,000 aggregate principal amount of 2.675%
Subordinated Convertible Notes due May 1, 2004 (the "Notes")
and a Warrant (the "Warrant"), representing the right to
acquire 2,645,503 shares of common stock of the Company (the
"Common Stock").
C. Assignor desires to sell, assign and transfer to its
affiliate, the Assignee (the "Assignment") the Assignor's
rights under the Purchase Agreement to purchase $795,000
principal amount of the Notes and Warrants exercisable for
105,159 shares of Common Stock, and its proportionate right,
title and interest in, and obligations under, the Operative
Documents (collectively, the "Assigned Interest") pursuant
to the terms hereof.
D. This Assignment is in conformance with Section 13.9 of the
Purchase Agreement, which permits HCCP to assign any of its
right, and obligations under the Purchase Agreement to any
fund for which Xxxxxx Xxxxxxx Xxxxxxxx & Co. LLC is the
general partner, as is the case with respect to HCEP.
In consideration of the premises and of the mutual
covenants and agreements set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:
1. ASSIGNMENT. (a) Assignor hereby assigns and
transfers to Assignee all of Assignor's right, title and interest
in and to the Assigned Interest along with all property and
rights relating thereto, and (b) Assignee hereby accepts the
Assigned Interest from Assignor and assumes all liabilities and
obligations of Assignor under the Assigned Interest.
2. COOPERATION. Assignor and Assignee agree to
execute such other documents and take such other actions as may
be necessary to effectuate the purposes hereof, including any
stock powers.
3. GOVERNING LAW. This Agreement and the rights and
obligations of the parties hereto shall be interpreted, enforced
in accordance with, and governed by, the laws of the State of New
York applicable to agreements made and to be performed wholly
within that jurisdiction, without regard to the conflicts of law
principles thereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.
ASSIGNOR:
HEALTH CARE CAPITAL PARTNERS L.P.
By: XXXXXX XXXXXXX XXXXXXXX & CO. LLC.,
its General Partner
By: /S/XXXXXX X. XXXXXXXX
-----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Member
Accepted and Agreed as of
the date first above written
HEALTH CARE EXECUTIVE PARTNERS L.P.
By: XXXXXX XXXXXXX XXXXXXXX
& CO. LLC., its General Partner
By: /S/XXXXXX X. XXXXXXXX
-----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Member
SCHEDULE A
1. Securities Purchase Agreement, dated May 1, 1997
("Purchase Agreement"), by and between Gensia Sicor Inc.
(the "Company") and Health Care Capital Partners, L.P.
("HCCP")
2. Side Letter, dated May 1, 1997, from the Company to
HCCP
3. Side Letter, dated May 1, 1997, from HCCP to the
Company
4. Side Letter, dated May 1, 1997, from Rakepoll Finance
N.V. ("Rakepoll") to HCCP
5. Side Letter, dated May 1, 1997, from HCCP to Xxxxxxxx
0. Xxxx Letter, dated May 1, 1997, from HCCP to the
Company
