Exhibit 10.24
FORM OF
ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement (this "Agreement"), dated as of
June 30, 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 (a) any and all Client Receivables
(including all proceeds thereof and the right to receive all payments made or
to be made in respect thereof) held by, or owing or payable to, PAID and
outstanding as of the date hereof and (b) any and all Client Receivables
originated after the date hereof (including all proceeds thereof and the
right to receive all payments made or to be made in respect thereof) that
may at any time or 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
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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
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, Medco
does hereby accept and assume (1) Pharmacy Payables having an outstanding
balance as of the date hereof equal to 105% of the balance of Client
Receivables outstanding as of the date hereof and (2) 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 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) (x) a sale, transfer, conveyance, grant and
assignment by PAID to Medco of PAID's right, title and interest in (1) any
and all Client Receivables (including all proceeds thereof and the right to
receive all payments made or to be made in respect thereof) outstanding as
of the date hereof and (2) any and all Client Receivables originated after
the date hereof (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 (y) Medco's
assumption and agreement to pay, perform, and discharge in full in
accordance with their terms, (1) Pharmacy Payables having an outstanding
balance as of the date hereof equal to 105% of the balance of Client
Receivables outstanding as of the date hereof and (2) all Pharmacy Payables
arising after the date hereof that may from time to time be owing or payable
and (b) Medco's acceptance and assumption, as a capital contribution to
PAID, of Pharmacy Payables outstanding as of the date hereof equal to the
Contribution Amount.
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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 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.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first above written.
PAID PRESCRIPTIONS, L.L.C.
By:
Name:
Title:
MEDCO HEALTH SOLUTIONS, INC.
By:
Name:
Title:
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