PARTIAL ASSIGNMENT, ASSUMPTION AND BIFURCATION AGREEMENT
This PARTIAL ASSIGNMENT, ASSUMPTION AND BIFURCATION AGREEMENT (this Agreement) is made and entered into by and between Alkermes Pharma Ireland Limited, a private limited company incorporated in Ireland (registered number 448848) whose registered address is Connaught House, 1 Burlington Road, Dublin 4, Ireland (APIL), Recro Gainesville LLC, a Massachusetts limited liability company with an address of 1300 Gould Drive, Gainesville, GA 30504 (Recro Gainesville), as successor in interest to Recro Technology LLC (f/k/a DV Technology LLC) and a wholly-owned subsidiary of Recro Pharma, Inc., a Pennsylvania corporation with an address of 490 Lapp Road, Malvern PA 19355 (Recro Pharma), and Baudax Bio, Inc., a Pennsylvania corporation, with an address of 490 Lapp Road, Malvern PA 19355 (Baudax).
WHEREAS, APIL and Recro Gainesville (as successor in interest to Recro Technology LLC, who is f/k/a DV Technology LLC) are parties to that certain Asset Transfer and License Agreement dated April 10, 2015, as amended on December 23, 2015 and December 20, 2018, pursuant to which Recro Gainesville exclusively licenses the Nanotechnology IP and certain Licensed Trademarks for the Nanotechnology IP for the Meloxicam IV/IM and Meloxicam Parenteral Formulation from APIL (the Asset Transfer and License Agreement);
WHEREAS, Recro Pharma and Baudax are parties to that certain Separation Agreement, dated as of the date hereof, pursuant to which Recro Pharma will (i) assign, or cause its subsidiaries to assign, certain assets related to the Acute Care Business (as defined in the Separation Agreement) to Baudax (the Separation) and (ii) distribute all of the issued and outstanding common stock of Baudax to Recro Pharmas shareholders (the Distribution, and the effective time of the Distribution, the Distribution Time);
WHEREAS, in order to effect the Separation, effective immediately prior to the Distribution Time (the Effective Time), Recro Gainesville desires to assign, convey, transfer and set over to Baudax certain of Recro Gainesvilles rights, benefits, privileges, interests and obligations under the Asset Transfer and License Agreement and Baudax desires to accept such assignment, conveyance, transfer and set over from Recro Gainesville and to assume certain of Recro Gainesvilles obligations under the Asset Transfer and License Agreement and to agree to satisfy, pay, perform and discharge, as and when due, such obligations, in each case, on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Effectiveness. This Agreement shall be effective as of the Effective Time. In the event that the Separation does not occur for any reason, this Agreement will be null and void with no further action required on the part of either party.
2. Bifurcation, Partial Assignment and Assumption. Recro Gainesville hereby irrevocably assigns, conveys and transfers to Baudax all of Recro Gainesvilles rights, benefits, privileges, interests, burdens, obligations and liabilities under the Asset Transfer and License