Assignment and Assumption Agreement

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (the "Agreement") is made as of by and between Assignor Name: , an entity organized under the laws of , with principal place of business at (\"Assignor\"), and Assignee Name: , an entity organized under the laws of , with principal place of business at (\"Assignee\").

RECITALS

WHEREAS, Assignor is the current holder of certain rights, contracts, agreements, claims and other interests described in Schedule A attached hereto (collectively, the "Assigned Rights"); and

WHEREAS, Assignor wishes to assign and transfer to Assignee, and Assignee is willing to assume, certain obligations and liabilities identified in Schedule B attached hereto (the "Assumed Liabilities"), on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights, obligations and remedies with respect to the assignment and assumption contemplated herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below:

1.1 Assigned Rights. The term "Assigned Rights" means the rights, titles, interests, claims and causes of action described in Schedule A and any related instruments, proceeds, payments, royalties and receivables arising therefrom or allocated thereto.

1.2 Assumed Liabilities. "Assumed Liabilities" means the liabilities and obligations specifically listed in Schedule B and those obligations expressly assumed by Assignee pursuant to Section 3 of this Agreement.

1.3 Effective Date. The term "Effective Date" means the date first written above.

2. ASSIGNMENT

2.1 Assignment. Subject to the terms and conditions of this Agreement, Assignor hereby sells, assigns, transfers and conveys to Assignee, and Assignee hereby accepts, all of Assignor's right, title and interest in and to the Assigned Rights, whether accrued or contingent, known or unknown, and wherever located. The Assigned Rights shall be described in reasonable detail in Schedule A.

2.2 Scope. The assignment pursuant to this Section 2 includes, without limitation, the right to receive and enforce any and all payments, proceeds and remedies arising from or related to the Assigned Rights and to pursue, settle or discontinue any actions or claims related thereto.

3. ASSUMPTION

3.1 Assumption of Liabilities. Effective as of the Effective Date, Assignee hereby accepts and assumes the Assumed Liabilities, but only to the extent and in the manner expressly described in Schedule B.

3.2 Excluded Obligations. Except for the Assumed Liabilities, Assignee shall not be responsible for any other obligations, debts or liabilities of Assignor, whether known or unknown, absolute or contingent, including any liabilities arising prior to the Effective Date, except as expressly set forth herein.

4. CONSIDERATION

4.1 Consideration. In consideration for the assignment and assumption set forth in this Agreement, Assignee shall pay to Assignor the sum of (the "Purchase Price"), or provide other consideration as described below, the receipt and sufficiency of which Assignor hereby acknowledges.

4.2 Payment Terms. Payment of the Purchase Price shall be made in full by Assignee to Assignor on or before , unless otherwise agreed in writing by the parties.

5. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor represents and warrants to Assignee that, as of the Effective Date: (a) Assignor is duly organized and validly existing under the laws of the jurisdiction identified above and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement by Assignor has been duly authorized by all necessary action; (c) the Assigned Rights are free and clear of any liens, encumbrances, pledges or security interests other than those disclosed in Schedule C; (d) Assignor has not previously assigned, transferred or otherwise conveyed any of the Assigned Rights other than as disclosed in Schedule A; and (e) there are no pending actions, claims or proceedings that would materially impair Assignor's ability to assign the Assigned Rights.

6. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee represents and warrants to Assignor that, as of the Effective Date: (a) Assignee is duly organized and validly existing under the laws of the jurisdiction identified above and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement by Assignee has been duly authorized by all necessary action; and (c) Assignee will perform the Assumed Liabilities in accordance with their terms.

7. INDEMNIFICATION

7.1 By Assignor. Assignor shall indemnify, defend and hold harmless Assignee and its officers, directors, agents and affiliates from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of Assignor's representations, warranties or covenants in this Agreement or any liability arising out of or relating to the Assigned Rights prior to the Effective Date, other than Assumed Liabilities.

7.2 By Assignee. Assignee shall indemnify, defend and hold harmless Assignor and its officers, directors, agents and affiliates from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Assignee's breach of this Agreement or from Assumed Liabilities after the Effective Date.

8. FURTHER ASSURANCES

Each party shall execute and deliver such further documents and take such further actions as may be reasonably requested by the other party to effectuate the purposes and intent of this Agreement, including, without limitation, the execution of assignments, consents and notices to third parties where reasonably required.

9. NOTICES

All notices, requests, consents and other communications under this Agreement shall be in writing and shall be delivered by hand, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth below (or to such other address as a party may designate by notice pursuant to this Section).

10. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by the party against whom enforcement is sought. Failure or delay by any party in exercising any right or remedy shall not constitute a waiver of that right or remedy.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

12. ENTIRE AGREEMENT

This Agreement, including the Schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the parties concerning such subject matter.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remaining provisions shall remain in full force and effect.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall be an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be valid and binding.

SCHEDULE A — ASSIGNED RIGHTS

SCHEDULE B — ASSUMED LIABILITIES

SCHEDULE C — KNOWN ENCUMBRANCES

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