License Assignment Agreement

LICENSE ASSIGNMENT AGREEMENT

This License Assignment Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Assignor Name: , an entity organized as under the laws of , with a principal place of business at , and Assignee Name: , an entity organized as under the laws of , with a principal place of business at .

RECITALS

WHEREAS, Assignor is a party to a license agreement entitled dated (the "License Agreement"), pursuant to which Assignor has been granted certain rights and obligations relating to the Licensed Assets (as defined below);

WHEREAS, Assignor desires to assign, transfer and convey to Assignee, and Assignee desires to accept, all of Assignor's right, title and interest in and to the Assigned Rights (as defined below), upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the parties acknowledge that certain third-party consents or approvals may be required for the assignment of the License Agreement and that the obligations of the parties under this Agreement are subject to the provisions regarding such consents set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Assigned Rights" means all right, title and interest of Assignor in, to and under the License Agreement, including all licenses, sublicenses (to the extent transferable), royalties, claims for past and future payments, and any related technical information, documentation, and goodwill associated therewith.

"Licensed Assets" means the products, intellectual property, processes, know-how, and other assets described in the License Agreement and identified in Exhibit A attached hereto.

2. ASSIGNMENT

2.1 Assignment. Subject to the terms and conditions of this Agreement and contingent upon satisfaction of the conditions set forth in Section 2.3, Assignor hereby irrevocably assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the Assigned Rights, to have and to hold the same unto Assignee and Assignee's successors and permitted assigns.

2.2 Scope of Assignment. The assignment expressly includes the right to receive future payments, to enforce payments and other rights related to the Licensed Assets, and to exercise any and all remedies available under the License Agreement with respect to Assigned Rights, subject to any limitations or exclusions set forth herein.

2.3 Conditions Precedent. The Assignment shall be effective upon: (a) the Effective Date specified above; and (b) satisfaction or waiver in writing of all required third-party consents as set forth in Section 8. If required consents are not obtained within days, either party may terminate this Agreement in accordance with Section 14.

3. CONSIDERATION

3.1 Payment. In consideration for the Assignment, Assignee shall pay Assignor the consideration specified above in accordance with the payment schedule set forth below. Unless otherwise agreed in writing, payment shall be made in lawful currency of the United States to an account designated in writing by Assignor.

4. ASSUMED OBLIGATIONS

4.1 Assumption. As of the Assignment Effective Date, Assignee shall assume and agree to perform all obligations of Assignor under the License Agreement arising from and after the Assignment Effective Date, except for any liabilities expressly reserved or excluded by Assignor in writing.

5. EXCLUDED RIGHTS

6. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor represents and warrants to Assignee that, as of the Effective Date and the Assignment Effective Date: (a) Assignor is the lawful owner of the Assigned Rights and has full power and authority to enter into this Agreement and to assign the Assigned Rights; (b) the execution, delivery and performance of this Agreement by Assignor have been duly authorized by all necessary action; (c) the Assigned Rights are free and clear of all liens, encumbrances, security interests and restrictions except as disclosed in writing to Assignee; (d) to Assignor's knowledge, there is no pending or threatened litigation, arbitration or governmental proceeding that would reasonably be expected to materially impair the Assigned Rights; and (e) the execution and performance of this Agreement do not constitute a breach of, or require consent under, any agreement or instrument binding on Assignor except as disclosed in writing to Assignee.

7. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee represents and warrants to Assignor that: (a) Assignee has full power and authority to enter into this Agreement and to accept the Assignment; (b) the execution, delivery and performance of this Agreement by Assignee have been duly authorized by all necessary action; (c) Assignee has the financial capacity to perform its obligations hereunder; and (d) Assignee will perform, or cause to be performed, all obligations assumed under the License Agreement from and after the Assignment Effective Date.

8. THIRD-PARTY CONSENTS

8.1 Consents. To the extent that any third-party consent or approval is required to effectuate the Assignment, the parties shall use commercially reasonable efforts to obtain such consents. Assignor shall promptly identify to Assignee all known third parties whose consent may be required.

9. INDEMNIFICATION

9.1 Assignor Indemnity. Assignor shall indemnify, defend and hold harmless Assignee 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 any representation, warranty or covenant of Assignor contained in this Agreement or from any pre-Assignment liabilities related to the Assigned Rights.

9.2 Assignee Indemnity. Assignee shall indemnify, defend and hold harmless Assignor 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 its representations, warranties or covenants under this Agreement or from Assignee's post-Assignment performance or non-performance of assumed obligations.

10. TAXES

All transfer, documentary, sales, use and other taxes, fees and charges arising out of the Assignment shall be borne by the party required by applicable law to pay such taxes; provided, however, that any taxes attributable to consideration paid to Assignor shall be the responsibility of Assignor.

11. CONFIDENTIALITY

The parties agree to maintain in confidence all confidential information received from the other party in connection with the negotiation and performance of this Agreement and to use such information only for purposes of performing under this Agreement. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for so long as such information is a trade secret under applicable law.

12. FURTHER ASSURANCES

Each party shall, at its own expense, execute and deliver such further instruments and take such further actions as may be reasonably required to effectuate the assignment contemplated by this Agreement and to vest in Assignee the full benefit of the Assigned Rights.

13. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be delivered to the parties at their respective notice addresses set forth below (or to such other address as either party may designate by written notice to the other). Notice shall be deemed given upon receipt when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

14. DEFAULT; REMEDIES; TERMINATION

If a party defaults in the performance of any material obligation under this Agreement and fails to cure such default within thirty (30) days after written notice from the non-defaulting party, the non-defaulting party may pursue any and all remedies available at law or in equity, including specific performance, injunctive relief and damages. Termination of this Agreement shall not relieve either party of obligations accrued prior to termination.

15. MISCELLANEOUS

15.1 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.

15.2 Entire Agreement. This Agreement, together with the exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, both written and oral, between the parties concerning such subject matter.

15.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and such invalid provision shall be reformed only to the extent necessary to make it enforceable.

15.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right will operate as a waiver.

15.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be binding for all purposes.

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