Exhibit 10.48
ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION
AGREEMENT (the “ Agreement ”) is entered into as
of January 26, 2009 (the “ Effective Date
”), by and between ARCA biopharma, Inc., a Delaware
corporation, formerly known as Nuvelo, Inc. (“
Assignee ”), and ARCA biopharma Colorado, Inc., a
Delaware corporation, formerly know as ARCA biopharma, Inc.
(“ Assignor ”). Assignor and Assignee are each
individually referred to herein as a “ Party ,”
and collectively referred to as the “ Parties
.”
RECITALS
WHEREAS, Assignor desires to assign
to Assignee, and Assignee desires to assume, all Assignor’s
rights and obligations under that certain Amended and Restated
Employment and Retention Agreement (the “ Employment
Agreement ”) dated as of June 12, 2008, by and
between Assignor and Christopher D. Ozeroff.
NOW THEREFORE, for good and valuable
consideration, the sufficiency of which is hereby acknowledged, the
Parties agree as follows:
1. Assignment and Assumption
.
1.1 Assignor hereby assigns,
transfers and sets over to Assignee, and Assignee hereby assumes,
all Assignor’s right, title, interest, powers, privileges,
remedies, duties, liabilities and obligations under the Employment
Agreement. As of the Effective Date, Assignee shall become entitled
to all such right, title, interest, powers, priv
