General Assignment Agreement between Aventis Pharmaceuticals Puerto Rico Inc. and Inyx USA, Ltd.

Summary

Aventis Pharmaceuticals Puerto Rico Inc. (the Seller) and Inyx USA, Ltd. (the Purchaser) have entered into this General Assignment as part of an Asset Purchase Agreement. Effective April 1, 2005, Aventis transfers all rights, title, and interest in specified assets to Inyx. The Seller agrees to execute any further documents needed to complete the transfer and ensure Inyx has full control of the assets. This agreement does not alter any terms of the original Asset Purchase Agreement and is governed by Puerto Rico law.

EX-2.2 2 v015914_ex2-2.txt EXECUTION VERSION GENERAL ASSIGNMENT KNOW ALL MEN BY THESE PRESENTS, that: WHEREAS, Aventis Pharmaceuticals Puerto Rico Inc., a Delaware corporation ("Seller") and Inyx USA, Ltd., an Isle of Man limited corporation ("Purchaser"), have entered into an Asset Purchase Agreement dated as of December 15, 2004 (the "Purchase Agreement") whereby Seller has agreed to sell, assign and transfer to Purchaser certain of the assets of Seller in accordance with the terms and provisions of the Purchase Agreement (capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement). NOW THEREFORE, in consideration of the mutual premises contained herein and in the Purchase Agreement and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Seller hereby agrees as follows: (i) Effective as of 12:01 a.m. on April 1st, 2005, Seller hereby sells, transfers, conveys, assigns and delivers to Purchaser, its successors and assigns, to have and to hold forever, all right, title and interest in, to and under all of the Acquired Assets. (ii) Seller hereby covenants and agrees that it will, at the request of Purchaser and without further consideration, execute and deliver, and will cause its employees to execute and deliver, such other instruments of sale, transfer, conveyance and assignment, and take such other action, as may reasonably be necessary to more effectively sell, transfer, convey, assign and deliver to, and vest in, Purchaser, its successors and assigns, good, clear, record and marketable title to the Acquired Assets hereby sold, transferred, conveyed, assigned and delivered, or intended so to be, and to put Purchaser in actual possession and operating control thereof, and to carry out the purpose and intent of the Purchase Agreement. (iii) Seller, by its execution of this General Assignment, and Purchaser, by its acceptance of this General Assignment, each hereby acknowledges that neither the representations and warranties nor the rights, remedies or obligations of any party under the Purchase Agreement shall be deemed to be enlarged, modified or altered in any way by this General Assignment. (iv) This General Assignment shall inure to the benefit of Purchaser, its successors and permitted assigns, and shall bind Seller and its successors and permitted assigns. (v) This General Assignment shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise, by the laws of the Commonwealth of Puerto Rico applicable to contracts made and to be performed within that jurisdiction. (vi) If any term or provision of this General Assignment shall, to any extent or for any reason, be held to be invalid or unenforceable, the remainder of this General Assignment shall not be affected thereby and shall be construed as if such invalid or unenforceable provision had never been contained herein or been applicable in such circumstances. [Remainder of page intentionally left blank.] -2- IN WITNESS WHEREOF, the parties, intending legally to be bound, have caused this General Assignment to be duly executed as of the day and year first herein above written. AVENTIS PHARMACEUTICALS PUERTO RICO, INC. By: ___________________________________ Name: _____________________________ Title: ____________________________ ACCEPTED: INYX USA, LTD. By: ___________________________________ Name: _____________________________ Title: ____________________________ Affidavit No. _______ Acknowledged and subscribed before me by Monte Phipps, of legal age, married, resident of Dorado, Puerto Rico, as President of Aventis Pharmaceuticals Puerto Rico Inc., and Jack Kachkar, of legal age, married, resident of Key Biscayne, Florida, as Director of Inyx USA, Ltd., both personally known to me, in San Juan, Puerto Rico, this 31st day of March 2005. __________________________________ Notary Public -3-