EXECUTION VERSION
GENERAL ASSIGNMENT
KNOW ALL MEN BY THESE PRESENTS, that:
WHEREAS, Aventis Pharmaceuticals Puerto Rico Inc., a Delaware corporation
("Seller") and Inyx USA, Ltd., an Isle of Man limited corporation ("Purchaser"),
have entered into an Asset Purchase Agreement dated as of December 15, 2004 (the
"Purchase Agreement") whereby Seller has agreed to sell, assign and transfer to
Purchaser certain of the assets of Seller in accordance with the terms and
provisions of the Purchase Agreement (capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Purchase Agreement).
NOW THEREFORE, in consideration of the mutual premises contained herein
and in the Purchase Agreement and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Seller hereby agrees as
follows:
(i) Effective as of 12:01 a.m. on April 1st, 2005, Seller hereby sells,
transfers, conveys, assigns and delivers to Purchaser, its successors and
assigns, to have and to hold forever, all right, title and interest in, to and
under all of the Acquired Assets.
(ii) Seller hereby covenants and agrees that it will, at the request of
Purchaser and without further consideration, execute and deliver, and will cause
its employees to execute and deliver, such other instruments of sale, transfer,
conveyance and assignment, and take such other action, as may reasonably be
necessary to more effectively sell, transfer, convey, assign and deliver to, and
vest in, Purchaser, its successors and assigns, good, clear, record and
marketable title to the Acquired Assets hereby sold, transferred, conveyed,
assigned and delivered, or intended so to be, and to put Purchaser in actual
possession and operating control thereof, and to carry out the purpose and
intent of the Purchase Agreement.
(iii) Seller, by its execution of this General Assignment, and Xxxxxxxxx,
by its acceptance of this General Assignment, each hereby acknowledges that
neither the representations and warranties nor the rights, remedies or
obligations of any party under the Purchase Agreement shall be deemed to be
enlarged, modified or altered in any way by this General Assignment.
(iv) This General Assignment shall inure to the benefit of Purchaser, its
successors and permitted assigns, and shall bind Seller and its successors and
permitted assigns.
(v) This General Assignment shall be governed in all respects, whether as
to validity, construction, capacity, performance or otherwise, by the laws of
the Commonwealth of Puerto Rico applicable to contracts made and to be performed
within that jurisdiction.
(vi) If any term or provision of this General Assignment shall, to any
extent or for any reason, be held to be invalid or unenforceable, the remainder
of this General Assignment shall not be affected thereby and shall be construed
as if such invalid or unenforceable provision had never been contained herein or
been applicable in such circumstances.
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IN WITNESS WHEREOF, the parties, intending legally to be bound, have
caused this General Assignment to be duly executed as of the day and year first
herein above written.
AVENTIS PHARMACEUTICALS PUERTO RICO, INC.
By: ___________________________________
Name: _____________________________
Title: ____________________________
ACCEPTED:
INYX USA, LTD.
By: ___________________________________
Name: _____________________________
Title: ____________________________
Affidavit No. _______
Acknowledged and subscribed before me by Xxxxx Xxxxxx, of legal age,
married, resident of Dorado, Puerto Rico, as President of Aventis
Pharmaceuticals Puerto Rico Inc., and Xxxx Xxxxxxx, of legal age, married,
resident of Key Biscayne, Florida, as Director of Inyx USA, Ltd., both
personally known to me, in San Xxxx, Puerto Rico, this 31st day of March 2005.
__________________________________
Notary Public
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