Exhibit 10.24
FORM OF
ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement (this "Agreement"), dated
as of __, 2002, between Medco Health Solutions, Inc., a Delaware
corporation ("Medco"), and PAID Prescriptions, L.L.C., a Nevada limited
liability company and wholly-owned subsidiary of Medco ("PAID").
W I T N E S S E T H
WHEREAS, this Agreement is being executed to evidence the
sale, conveyance and assignment of PAID's right, title and interest in and to
any and all accounts receivable from clients (and all proceeds and rights to
receive all payments made or to be made in respect thereof) held by, or owing or
payable to, PAID as of the date hereof or that may at any time or from time to
time hereafter be held by, or owing or payable to, PAID (collectively, "Client
Receivables"), and Medco's assumption of all PAID's accounts payable (and all
obligations thereunder) existing as of the date hereof and owing or payable to,
or that may exist at any time or from time to time hereafter and be owing or
payable to, retail pharmacies participating in one or more of PAID's retail
pharmacy networks (collectively, "Pharmacy Payables").
NOW, THEREFORE, for and in consideration of the mutual
promises contained in this Agreement and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to
be legally bound hereby, for itself and its successors and assigns, each of PAID
and Medco hereby agrees as follows:
1. Assignment of Client Receivables. Effective from and after the date
hereof, PAID does hereby sell, transfer, convey, grant and assign to Medco all
of PAID's right, title and interest in any and all Client Receivables (including
all proceeds thereof and the right to receive all payments made or to be made in
respect thereof) that may from time to time be held by, or owing or payable to,
PAID. In furtherance of the foregoing, in the event that PAID shall at any time
receive any payment in respect of any Client Receivables, PAID shall promptly
transfer such payment to Medco (and shall hold such payment in trust as agent
for the benefit of Medco until it makes such transfer). PAID and Medco intend
the transaction contemplated hereby to be (and agree that the transaction
constitutes) a true and absolute sale, transfer, conveyance, grant and
assignment of the Client Receivables by PAID to Medco (without recourse to PAID)
and not a secured loan. Such sale, transfer, conveyance, grant and assignment of
such Client Receivables is intended to provide Medco with the full benefits of
ownership of such Client Receivables. PAID and Medco further agree that, if any
of the obligors under the Client Receivables fail to make
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required payments with respect to the Client Receivables, Medco will have no
right to recover such payments from PAID. PAID shall have no right to repurchase
any of the Client Receivables (or any rights thereunder or in connection
therewith).
2. Assumption of Pharmacy Payables.
(a) In consideration for the assignment described in Section 1 above,
(i) with respect to the balance of Client Receivables outstanding as of the date
hereof, Medco does hereby accept and assume Pharmacy Payables having an
outstanding balance as of the date hereof equal to of such Client
Receivables balance and (ii) with respect to all Client Receivables originated
any time or from time to time after the date hereof, Medco does hereby accept
and assume all Pharmacy Payables arising after the date hereof that may from
time to time be owing or payable.
(b) In addition, Medco does hereby accept and assume all Pharmacy
Payables outstanding as of the date hereof and not accepted and assumed by Medco
pursuant to clause (i) of paragraph (a) of this Section 2 (the amount of such
Pharmacy Payables, the "Contribution Amount"). Such acceptance and assumption
shall constitute a capital contribution from Medco to PAID in amount equal to
the Contribution Amount.
(c) Effective from and after the date hereof, PAID shall have no
liability or responsibility for, and Medco will hereafter pay, perform, and
discharge in full in accordance with their terms, all Pharmacy Payables accepted
and assumed pursuant to paragraphs (a) and (b) of this Section 2.
3. Treatment of Transactions. Each of Medco and PAID shall xxxx its books
and records to reflect the transaction effected pursuant hereto as, including
for accounting purposes, a sale, transfer, conveyance, grant and assignment by
PAID to Medco of PAID's right, title and interest in any and all Client
Receivables (including all proceeds thereof and the right to receive all
payments made or to be made in respect thereof) that may from time to time be
held by, or owing or payable to, PAID in exchange for Medco's assumption and
agreement to pay, perform, and discharge in full in accordance with their terms,
all Pharmacy Payables that may from time to time be owing or payable (other than
Pharmacy Payables outstanding as of the date hereof with a balance equal to the
Contribution Amount).
4. Further Assurances. Each of the parties hereto agrees to take any and
all further actions and to execute any and all additional documents which may be
required to effectuate the transaction contemplated hereby.
5. Financing Statements. PAID authorizes Medco or its assignee to file
financing or continuation statements, and amendments thereto and assignments
thereof, relating to the
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Client Receivables and with respect thereto without the signature of PAID where
permitted by law.
6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to the
conflicts of law principles thereof.
7. Successors and Assigns. This Agreement shall be binding upon and shall
be for the benefit of the respective successors, legal representatives and
permitted assigns of PAID and Medco.
8. Counterparts. This Agreement may be executed in counterparts, each of
which shall constitute an original, but which together shall constitute one
agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
PAID PRESCRIPTIONS, L.L.C.
By:
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Name:
Title:
MEDCO HEALTH SOLUTIONS, INC.
By:
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Name:
Title:
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