ASSIGNMENT OF NOVATED LICENSE AND ROYALTY AGREEMENT
The Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, a public constitutional corporation, organized and existing under the laws of the State of Louisiana (“LSU”); PLIVA d.d., a Croatian corporation having a principal place of business at Ulica Grada Vukovara 49, 10000 Zagreb, Croatia (“PLIVA”); Ergo Research (Nevada) Corp., a Nevada corporation (“ERC”), which is successor by merger to Ergo Research Corporation, a Delaware corporation; Ergo Science Corporation, a Delaware corporation (“ESC”) formerly known as Ergo Science Holdings, Incorporated; and Ergo Science Development Corporation, a Delaware corporation (“ESD”) formerly known as Ergo Science Incorporated (ERC, ESC, ESD, and each of their respective corporate predecessors, successors, and Affiliates to be referred to, both individually and collectively, as “Ergo”); enter into the following Assignment of Novated License and Royalty Agreement (the “Assignment”).
WHEREAS LSU and Ergo are parties to a May 1, 1995 Novated License and Royalty Agreement (the “License”);
WHEREAS Ergo desires to assign to PLIVA, and whereas PLIVA desires to accept from Ergo, all of Ergo’s respective rights and certain of Ergo’s obligations under the License;
WHEREAS LSU’s approval of such an assignment is required under Article II, Subparagraph (D)(1) of the License, and whereas LSU is willing to grant such approval;
THEREFORE LSU, PLIVA, and Ergo have agreed as follows, effective the 24th day of November, 2003 (the “Assignment Date”):
I. Prior and Subsequent Rights and Obligations.
Except as expressly provided in this Assignment: (1) On and after the Assignment Date, PLIVA shall enjoy all rights of Ergo or Licensee under the License. (2) PLIVA shall be responsible for all obligations of Ergo or Licensee under the License that arise from events occurring on and after the Assignment Date. (3) Ergo shall have no rights or