ASSIGNMENT AND ASSUMPTION OF
ASSIGNED CONTRACTS AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF ASSIGNED
CONTRACTS AGREEMENT (this “Agreement”) by and between
RxElite Holdings, Inc., a Delaware corporation (the “Acquired
Company”), and RxElite, Inc., a Delaware corporation
(“Seller”) is effective immediately prior to the
closing of the transactions contemplated by the Purchase Agreement
(as defined below).
WITNESSETH
:
WHEREAS, as part of the Reorganization
contemplated by that certain Stock Purchase Agreement, dated as of
January 27, 2009 (the “Purchase Agreement”), by and
between Piramal Healthcare, Inc., a Delaware corporation
(“Purchaser”), and Seller, whereby Purchaser will
acquire from Seller all of the issued and outstanding stock of the
Acquired Company, Seller agrees to sell, assign, transfer, convey
and deliver certain of Seller’s contracts to the Acquired
Company prior to the closing of the transactions contemplated under
the Purchase Agreement; and
WHEREAS, Seller is a party to each of the
Assigned Contracts and Seller desires to assign all its right,
title and interest in the Assigned Contracts to the Acquired
Company pursuant to the terms of the Purchase Agreement.
NOW, THEREFORE, in consideration of the premises
and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
1.
Definitions . Capitalized terms used herein and not
otherwise defined herein shall have the meanings given to them in
the Purchase Agreement.
2.
Assignment . Seller hereby assigns, transfers and conveys to
the Acquired Company all of Sel
