ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION
AGREEMENT (the “
Agreement ”) is made and entered into to be effective
as of the 12th day of October, 2006, by and between CorCell, Inc.,
a Delaware corporation (“ Seller ”), and Cord
Blood America, Inc., a Florida corporation (“ Buyer
”).
BACKGROUND
This Agreement is made pursuant to the
Asset Purchase Agreement (the “ Asset Purchase
Agreement ”) of even date herewith by and between Seller
and Buyer, in which Seller is concurrently herewith selling,
transferring, conveying, assigning and delivering to Buyer the
Acquired Assets, as defined in the Asset Purchase Agreement.
Capitalized terms used and not defined herein shall have the
meanings given to them in the Asset Purchase Agreement.
Pursuant to the Asset Purchase Agreement,
as part of the consideration for the Acquired Assets, Buyer is
required to assume and agree to perform, pay or discharge, when
due, certain Assumed Obligations, as defined in the Asset Purchase
Agreement.
NOW, THEREFORE , in consideration of the premises, the mutual
covenants and agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the
parties hereby covenant and agree as follows:
1.
Seller herby assigns, and Buyer
he
