Exhibit 10.42
ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION
AGREEMENT (the “Assignment and Assumption Agreement”)
is dated as of September 30 th , 2004 by and between SSL
Americas, Inc., a New Jersey corporation (“Assignor”),
and Silipos, Inc., a Delaware corporation
(“Assignee”). Capitalized terms not defined
herein shall have the meanings given to them in the Agreement (as
defined herein).
W I T N E S
S E T H :
WHEREAS, Assignor is a party to that
certain Patent License Agreement by and between Applied
Elastomerics, Inc. and Assignor, dated November 30, 2001, and as
amended November 30, 2001 (the “License Agreement”);
and
WHEREAS, in connection with that
certain Stock Purchase Agreement dated September 22, 2004 (the
“Agreement”), Assignee has agreed to assume, effective
as of the Closing, and from and after the Closing Date, Assignee
shall be responsible for all of the obligations and duties of
Assignor arising from and in connection with the terms of the
License Agreement.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally
bound hereby, do hereby agree as follows:
1.
Assignment . Pursuant to
