ASSIGNMENT AND BILL OF SALE
THIS ASSIGNMENT AND BILL OF SALE (this Agreement) is made as of November 7, 2017, by and among Healthcare Ventures VII, L.P. (the Assignor), and Palladio Biosciences, Inc., a Delaware corporation (the Assignee). Capitalized terms used herein without definition shall have the respective meanings set forth in the Purchase Agreement (defined below).
WHEREAS, pursuant to that certain Agreement and Plan of Merger dated December 28, 2011 (the Purchase Agreement), by and among Cornerstone Therapeutics Inc., a Delaware corporation (the Buyer), Cohesion Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Buyer, Cardiokine, Inc., a Delaware corporation (the Company), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Indemnification Representative, Assignor, as stockholder of the Company, may be entitled to certain Contingent Consideration as such term is defined in the Purchase Agreement.
WHEREAS, Assignor desire to assign, transfer and convey to Assignee, all of its rights, title and interest in the right to receive the Contingent Consideration, and any other payments that Assignor, as stockholder of the Company, would be entitled to receive under the Purchase Agreement (collectively, the Assigned Rights).
NOW, THEREFORE, for FIVE THOUSAND DOLLARS ($5,000) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and intending to be legally bound, the Assignor and the Assignee agree as follows:
1. Assignment. The Assignor hereby sells, assigns, transfers, conveys and delivers to the Assignee all of the Assignors right, title, benefit, privileges, interests and options in, to and under the Assigned Rights, including any Contingent Consideration under Section 2.5 and the rights to distributions under Section 2.6 of the Purchase Agreement. Assignor represents that it is the sole owner of the Assigned Rights free and clear of any liens (other than as provided for in the Purchase Agreement), and it has the right to transfer the Assigned Rights to Assignee. EXCEPT FOR THE PRECEDING SENTENCE, THE ASSIGNED RIGHTS ARE BEING TRANSFERRED AS IS AND THE ASSIGNOR MAKES NO REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND ASSIGNEE SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE.
2. Assumption. The Assignee hereby assumes all terms, covenants, obligations and conditions of the Assignor under the Purchase Agreement and related agreements.