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EXHIBIT 10.2
ASSIGNMENT AND ASSUMPTION
AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (the "
Assignment "), dated as of October 25, 2006, by and among
Keryx Biopharmaceuticals, Inc., a Delaware corporation (the "
Assignor ") and AOI Pharmaceuticals, Inc., a Delaware
corporation and wholly-owned subsidiary of Assignor (the "
Assignee ").
WITNESSETH
WHEREAS , the Assignor entered
into a License Agreement (the " Agreement ") on September
29, 2006 with Kyowa Hakko Kogyo Co., Ltd. ("Kyowa"), a corporation
formed under the laws of Japan, regarding the compound UCN-01
(capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement);
WHEREAS , Section 25 of the
Agreement specifies that the Agreement may not be assigned to a
"Third Party" by either "Party" without the other "Party’s"
prior written consent thereto;
WHEREAS , Section 1.46 of the
Agreement provides that a "Third Party" shall not include any
Affiliate of Assignor or Kyowa;
WHEREAS , Section 1.1 of the
Agreement provides that an "Affiliate" of the Assignor shall mean
any business entity which controls, is controlled by, or is under
common control with Assignor, where a corporation or non-corporate
business entity shall be regarded as in control of another
corporation if it owns or directly or indirectly controls more than
fifty percent (50%) of the voting stock of the other
corporation;
WHEREAS , Assignee is an
Affiliate of Assignor;
WHEREAS , Assignor intends to
assign and transfer all rights, benefits, privileges, and claims,
as well as obligations, duties, and responsibilities pursuant
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