Assignment and Assumption Agreement

EXHIBIT 10.1

ASSIGNMENT AND ASSUMPTION AGREEMENT
 

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment Agreement”) is made effective as of December 23, 2021 (the “Effective Time”), notwithstanding the actual date of execution hereof, by and between the following parties:

WITNESSETH:

WHEREAS, on December 17, 2019, Counterparty and Vyera Pharmaceuticals, LLC, a Delaware limited liability company (hereinafter referred to as “Vyera”), entered into to that certain commercialization and license agreement listed in Exhibit A (as amended or otherwise modified from time to time, hereinafter referred to as the “Commercialization and License Agreement”);

WHEREAS, on December 17, 2019, Counterparty and Vyera, entered into that certain supply agreement listed in Exhibit A (as amended or otherwise modified from time to time, hereinafter referred to as the “Supply Agreement”);

WHEREAS, on October 29, 2020, Counterparty, Vyera and Assignor entered into that certain assignment and assumption agreement pursuant to which Vyera transferred, assigned and delegated to Assignor all of Vyera’s right, title, interest and duties in, to and under the Commercialization and License Agreement and the Supply Agreement and Assignor accepted such assignment and assumed any and all duties, obligations and liabilities of Vyera under the Commercialization and License Agreement and the Supply Agreement;

WHEREAS, Assignor desires to transfer, assign and delegate to Assignee all of Assignor’s right, title, interest and duties in, to and under the Commercialization and License Agreement and the Supply Agreement and Assignee desires to accept such assignment and to assume any and all duties, obligations and liabilities of Assignor under the Commercialization and License Agreement and the Supply Agreement pursuant to the terms of this Assignment Agreement;

WHEREAS, Assignor and Assignee are Affiliates, as defined in the Commercialization and License Agreement and the terms of the Commercialization and License Agreement provide that Assignor may assign the Commercialization and License Agreement without Counterparty’s consent to an Affiliate; and

WHEREAS, the terms of the Supply Agreement provide that no assignment of Assignor’s rights in and to the Supply Agreement to an Affiliate shall be effective without the prior written consent of Counterparty.

NOW, THEREFORE, in consideration of the foregoing premises and the following mutual promises, covenants, representations and agreements contained herein, the adequacy of which is hereby acknowledged:

This Assignment Agreement may be executed in multiple counterparts and shall be legal and binding upon the parties hereto the same as if each and every named party executed all counterparts. If any one or more of the provisions of this Assignment Agreement is held to be invalid, illegal or unenforceable, in whole or in part, or in any respect, then such provision or provisions only will be deemed to be null and void and of no force or effect and will not affect any other provision of this Agreement, and the remaining provisions of this Agreement will remain operative and in full force and effect and will in no way be affected, prejudiced or disturbed.

A facsimile of this Assignment Agreement shall be legal and binding the same as an originally executed version hereof. This Assignment Agreement is binding upon and shall inure to the benefit of Assignor, Assignee and Counterparty, their respective successors and assigns.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Assignment Agreement effective as of the Effective Time.

SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT

EXHIBIT A

Attached Agreements

1. Commercialization and License Agreement, effective as of December 17, 2019, by and between the Assignor and Counterparty (the “Commercialization and License Agreement”).

2. Supply Agreement, effective as of December 17, 2019, by and between the Assignor and Counterparty (the “Supply Agreement”).