Exhibit 2.4. Assignment and Assumption Agreement
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement, dated as of July 1, 2003 (this
"Assignment and Assumption Agreement"), by and among Integrated BioPharma, Inc.
("IBP"), Trade Investment Services, L.L.C. ("TIS") and Paxis Pharmaceuticals,
Inc. (the "Company").
RECITALS
WHEREAS, as a result of transactions contemplated by the Purchase
Agreement, dated as of February 1, 2003, between IBP and TIS, and the Settlement
Agreement, dated as of the date hereof (the "Settlement Agreement"), among
Xxxxxx X. Xxx, TIS, the Company, IBP, Vasili Patarkalishvili, NatEx Georgia LLC
("NatEx"), VAP LLC, The Xxxxx X. Xxxxxxxxxxx Revocable Trust, Aqela LLC, Natela
Patarkalishvili and Xxxx X. Xxxxx, IBP will own 97% of the capital stock of the
Company as of the date hereof;
WHEREAS, the Company and TIS are currently party to the following
agreements and instruments (collectively, the "Debt Agreements"):
1. Credit Agreement, dated as of June 18, 2002, among TIS, the
Company and NatEx;
2. Revolving Note, dated June 18, 2002, made by the Company to
TIS, in the principal amount of $4,500,000; and
3. Security Agreement, dated as of June 18, 2002, between the
Company and TIS; and
WHEREAS, the parties desire that TIS assign its rights under the Debt
Agreements to IBP and that IBP assume TIS' obligations under the Debt Agreements
and certain other obligations as set forth herein.
NOW THEREFORE, in consideration of the premises above and the agreements
herein contained, and for other good consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Assignment of Debt Agreements. TIS hereby assigns effective the
date hereof all of its rights under the Debt Agreements to IBP. The Company
hereby consents to the foregoing assignment.
Section 2. Assumption of TIS' Obligations.
(a) IBP hereby assumes effective the date hereof all of TIS'
obligations under the Debt Agreements.
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(b) IBP hereby assumes effective the date hereof all of TIS' payment
and other obligations under the Promissory Note, dated July 10, 0000 (xxx "Xxxx
xx Xxxxxxx Note"), made by TIS to Bank of America, N.A., in the principal amount
of $4.5 million. IBP shall use its best efforts to cause a novation of TIS as a
party to the Bank of America Note. IBP hereby agrees to indemnify and hold
harmless TIS and each of its respective members, managers and agents and their
respective successors, assigns, affiliates, heirs, executors and administrators
against any Claim (as defined in the Settlement Agreement) (including the
payment of attorney's fees and costs actually incurred, whether or not
litigation is commenced) arising out of or relating to the matters described in
this Section 2(b).
Section 3. Termination of Shareholders Agreement. The parties agree that
the Shareholders Agreement, dated as of June 18, 2002 (the "Shareholders
Agreement"), among the Company and its shareholders, is hereby terminated as of
the date hereof, except that TIS shall retain the right to designate an asset
manager and receive reimbursement for the asset manager's services, as set forth
in Section 5.6 of the Shareholders Agreement, and such asset manager shall
retain the access rights described in such section.
Section 4. Representations and Warranties. Each party represents and
warrants to the others that:
(a) The execution, delivery and performance of this Assignment and
Assumption Agreement have been authorized by all requisite action.
(b) It is duly organized, validly existing, and in good standing
under the laws of its jurisdiction of incorporation or organization and has all
requisite power and authority to enter into this Assignment and Assumption
Agreement.
Section 5. Governing Law; Jurisdiction. This Agreement and the rights and
duties of the parties hereto shall be governed by and construed in accordance
with the laws of the State of New York, without regard to principles of conflict
of laws. The parties hereto hereby irrevocably agree that any suit, action or
other legal proceeding arising out of this Agreement, shall be brought only in
either (i) the courts of record of the State of New York sitting in the Borough
of Manhattan or (ii) the courts of the United States of America located in the
Southern District of New York.
Section 6. Further Assurances. The parties hereto shall execute and
deliver such further documents and do such further acts as any party hereto
shall reasonably request in order to assure and confirm to the parties hereto
the rights hereby created or to facilitate the full performance of the terms of
this Agreement.
Section 7. Headings. The descriptive headings of the various sections or
parts of this Agreement are for convenience only and shall not affect the
meaning of construction of any of the provisions hereof.
Section 8. Illegality. The illegality or unenforceability of any
provisions of this Agreement or any exhibits hereto shall not in any way affect
or impair the legality or enforceability of the remaining provisions hereof or
thereof. In lieu of any illegal or unenforceable provision hereof or thereof,
the parties hereto agree to the substitution of a legal or enforceable provision
as similar in terms to such illegal or unenforceable provision as may be
possible.
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Section 9. Counterparts. This Agreement may be executed in as many
counterparts as may be deemed necessary or convenient, each of which, when so
executed, shall be deemed an original, but all of which shall constitute one and
the same agreement.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first written above.
INTEGRATED BIOPHARMA, INC.
By: /s/ E. Xxxxxx Xxx
-----------------
Name: E. Xxxxxx Xxx
Title: Chairman
TRADE INVESTMENT SERVICES, L.L.C.
By: /s/ Xxxxxx X. Xxx
-----------------
Name: Xxxxxx X. Xxx
Title: Manager
PAXIS PHARMACEUTICALS, INC.
By: /s/ Xxxx X. Xxxxx
-----------------
Name: Xxxx X. Xxxxx
Title: President
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