Exhibit 9.6
ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION
AGREEMENT (this “
Assignment and Assumption ”) is dated as of March 8,
2007 (the “ Effective Date ”), by and between
Microscience Investments Limited, a company organized under the
laws of England and Wales under the company number 05106930
(“ Microscience ”), the persons or entities
listed on Schedule A attached hereto (the “ Investors
”), each of which is a party to that certain Subscription and
Shareholders’ Agreement, dated as of February 18, 2002, and
Emergent BioSolutions Inc., a Delaware corporation (“
Emergent ”). Each of Microscience, the Investors, and
Emergent is referred to herein as a “ Party ”
and collectively, are referred to as the “ Parties
”.
RECITALS
WHEREAS, Microscience is a party to
the Share Exchange Agreement (the “ Share Exchange
Agreement ”), dated as of June 23, 2005, by and between
Microscience and Emergent Europe Inc., a Delaware corporation,
whereby Microscience, previously Microscience Holdings PLC,
received an aggregate of 1,264,051 shares of the Class A Common
Stock, par value $0.01 per share, of Emergent in exchange for the
outstanding shares of capital stock of Microscience
Limited;
WHEREAS, in connection to the Share
Exchange Agreement, Microscience and Emergent entered into a
Registration Rights Agreement (the “ Agreement
”), dated as of June 23, 2005, by and between Microscience
and Emergent, whereby Microscience and Emergent agreed to certain
arrangements with respect to the registration of shares of common
stock of Emergent under the Securities Act of 1933, as
amended;
WHEREAS, upon completion of
Emergent’s initial public offering, such shares of Class A
Common Stock were converted into 3,636,801 Shares of
Emergent’s Common Stock, par value $0.001 per share (the
“ Shares ”);
WHEREAS, in accordance with Section
7 of the Agreement, Microscience has undertaken a solvent
liquidation, pursuant to which it proposes to distribute the Shares
to the Investors, each in the allocable portions specified in
Schedule A;
WHEREAS, in connection with such
distribution of the Shares, Microscience desires to assign its
rights and obligations under the Agreement to the Investors and the
Investors desire to assume such rights and obligations;
and
WHEREAS, Microscience and the
Investors desire to obtain Emergent’s consent to the
assignment and assumption of the Agreement and Emergent is willing
to consent to the assignment, assumption and release of the
Agreement on the following terms and conditions.
AGREEMENT
NOW, THEREFORE,
for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
Parties hereby agree as follows:
1.
Assignment. Microscience hereby transfers, assigns and
conveys all of its interest in and rights under the Agreement to
the Investors.
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2.
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Acceptance. The Investors hereby accept the foregoing
assignment of the Agreement.
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3.
Assumption. The Investors hereby assume and agree to perform
the obligations of Microscience under the Agreement and acknowledge
that upon the Effective Date, each of the Investors is bound by the
terms of the Agreement; provided that the liability of each
Investor pursuant to such assumption shall be several and not
joint, and shall be limited to a fraction of the total liability in
respect of such assumption equal to the pro rata portion of the
Shares received by such Investor.
4.
Consent . Emergent hereby acknowledges and irrevocably
consents in all respects to the foregoing Assignment and
Assumption.
5.
Release of Microscience . As of the Effective Date,
Emergent, on its own behalf, and on behalf of its affiliates,
successors and assigns (collectively, the “ Releasors
”), do hereby fully, unconditionally and irrevocably forever
release and discharge Microscience and its shareholders, directors,
officers, successors, and assigns (other than the Investors)
(collectively, the “ Releasees ”) of and from
any and all liabilities, costs, damages, injuries, actions, rights,
demands or claims and rights to any reimbursement, indemnification
or other payment, costs or expenses (including, without limitation,
all attorneys’ fees and expenses) it may have of any nature
arising out of, concerning or relating to the Agreement and all
matters connected therewith (collectively, the “ Released
Claims ”). Each of the Releasors hereby further covenants
and agrees, as of the Effective Date
