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Assignment And Assumption Agreement

Assignment and Assumption Agreement

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 This Assignment and Assumption Agreement involves

NUO THERAPEUTICS, INC. | Arthrex, Inc | Cytomedix, Inc | Deerfield Private Design Fund II, LP, Deerfield Private Design International II, LP | Deerfield Special Situations Fund, LP | DEERFIELD SS, LLC | JE Flynn Capital, LLC | NUO THERAPEUTICS, INC

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Governing Law: Delaware     Date: 5/10/2016
Industry: Biotechnology and Drugs     Sector: Healthcare

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This Assignment and Assumption Agreement (this “ Agreement ”) is entered into as of May 5, 2016 (the “ Closing Date ”) by and between NUO THERAPEUTICS, INC. (f/k/a Cytomedix, Inc.), a Delaware corporation, with its principal office at 209A Perry Parkway, Suite 1, Gaithersburg, MD 20877 (the “ Assignor ”) and DEERFIELD SS, LLC (the “ Assignee ”).


WHEREAS , the Assignor is a debtor and debtor-in-possession in Case No. 16-10192 (MFW) pending in the United States Bankruptcy Court for the District of Delaware (the “ Bankruptcy Court ”) (captioned “In re: Nuo Therapeutics, Inc.”) under Chapter 11 of the United States Bankruptcy Code (11 U.S.C. §101, et seq.);


WHEREAS , on April 25, 2016, the Bankruptcy Court entered an Order Granting Final Approval of Disclosure Statement and Confirming Assignor’s Plan of Reorganization, which confirmed the Assignor’s Modified First Amended Plan of Reorganization under Chapter 11 of the Bankruptcy Code (as confirmed, the “ Plan ”);


WHEREAS , pursuant to the Plan, the Assignor agreed to assign to Assignee, as designee of Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P. and Deerfield Special Situations Fund, L.P., (i) all of Assignor’s rights, title and interest in and to its existing license agreement with Arthrex, Inc. (the “ Arthrex Agreement ”), (ii) all associated intellectual property owned by Assignor and licensed thereunder, and (iii) all royalty and payment rights thereunder (collectively, the “ Assigned Assets ”); and


WHEREAS , this Agreement is being executed and delivered in accordance with the Plan.


NOW, THEREFORE, pursuant to the Plan and in consideration of the mutual promises it contains, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:


1.           Assignment. Subject to and in accordance with the terms and conditions of the Plan, effective as of and from the Closing Date, Assignor hereby transfers, conveys and assigns to Assignee all of its legal, beneficial and other rights, title and interest in and to the Assigned Assets, free and clear of all Liens.


2.           Acceptance and Assumption. Subject to and in accordance with the terms and conditions of the Plan, effective as of and from the Closing Date, Assignee hereby (a) accepts the Assignment and (b) agrees to perform all of the Assignor’s obligations under the Assigned Assets.


3.           Patent Assignment . On the Closing Date Assignor and Assignee shall execute the Patent Assignment attached hereto as Exhibit A.


4.           Further Assurances . From time to time on and after the date hereof, as and when reasonably requested by any party hereto, each other party will, except as otherwise expressly provided in the Plan, execute, deliver and, if required, record, or cause to be executed, delivered and, if required, recorded, such furthe

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