BILL OF SALE AND ASSIGNMENT
XXXX
OF SALE AND ASSIGNMENT
FOR VALUE RECEIVED, effective
immediately prior to the closing of the transactions as contemplated by that
certain Stock Purchase Agreement, dated January 27, 2009 (the “Purchase
Agreement”), by and between Piramal Healthcare, Inc., a Delaware corporation
(“Purchaser”), and RxElite, Inc., a Delaware corporation (“Transferee”), whereby
Purchaser will acquire from Transferee all of the issued and outstanding stock
of RxElite Holdings, Inc., a Delaware corporation (“Transferor”), Transferor
hereby transfers and delivers to Transferee, and Transferee hereby acquires and
takes assignment and delivery of those assets and liabilities of Transferor
included in the description of Excluded Assets on Exhibit A and
Excluded Liabilities on Exhibit B to the
Purchase Agreement, including, without limitation, (i) the Second Amended and
Restated Employment Agreement with Xxxx Xxxxxxxx, dated as of November 27, 2006
and the Third Amended and Restated Employment Agreement with Xxxx Xxxxxxxx,
dated as of January 12, 2009, (ii) the Employment Agreement with Xxxxxxx Xxxxx,
dated as of January 11, 2008, (iii) the Employment Agreement with Xxxx
Xxxxxxxxxxx, dated as of January 21, 2008, as amended, (iv) the Initial
Employment Agreement, dated as of January 8, 2007, as amended and updated, with
Xxxxxxx Xxxxxxx, (v) the Offer Letter Employment Agreement with Xxxx Xxxx, dated
as of August 29, 2007, as amended, (vi) the Second Amended and Restated
Employment Agreement with Xxxxxxxx Xxxxxxxx, dated as of November 27, 2006,
(vii) the Employment Agreement with Xxxxxx Xxxxxxxx, dated November 15, 2006,
(viii) the Employment Agreement with Tri Xxxxxx, dated May 10, 2006 and (ix) the
Second Amended and Restated Employment Agreement with Xxxxxxx Xxxxx, dated
November 27, 2006.
Transferee
hereby assumes and agrees to pay, perform and/or discharge the liabilities and
obligations under the Excluded Liabilities.
All terms
used by not defined in this Xxxx of Sale and Assignment that are defined in the
Purchase Agreement shall have the meanings given to them in the Purchase
Agreement.
[Next
page is signature page.]
IN WITNESS WHEREOF, Transferor
and Transferee have caused this Xxxx of Sale and Assignment to be signed by
their respective duly authorized officers as of the date first above
written.
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TRANSFEROR:
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RxELITE
HOLDINGS, INC.
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By:
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/s/
Xxxx Xxxxxxxx
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Name:
Xxxx Xxxxxxxx
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Title:
CEO
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TRANSFEREE:
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By:
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/s/ Xxxx Xxxxxxxx
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Name:
Xxxx Xxxxxxxx
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Title:
CEO
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