Exhibit 10.2


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


This
Assignment and Assumption Agreement (“Agreement”) is made as of October
1, 2010, by and among Elitech UK Limited, a private limited company organized
under the laws of the United Kingdom (“Assignee”), Corgenix Medical
Corporation, a Nevada corporation (“Corgenix”), and Corgenix U.K. Ltd., a
private limited company organized under the laws of the United Kingdom (“Corgenix
U.K.” and, collectively with Corgenix, the “Assignors”).


 


PRELIMINARY STATEMENTS


 


Pursuant
to that certain Common Stock Purchase Agreement (the “Common Stock Purchase
Agreement”) entered into effective as of July 12, 2010, by and among
Corgenix, Financière Elitech SAS, a société par actions
simplifiée formed under the laws of France (“Elitech”), and
Wescor, Inc., a Utah corporation and majority-owned subsidiary of Elitech
(“Wescor”), Assignors agreed to transfer and assign unto Assignee all of
Assignors’ right, title and interest in and to certain contracts of Assignors.  Capitalized terms used but not otherwise
defined in this Agreement have the respective meanings ascribed to them in the
Common Stock Purchase Agreement.


 


AGREEMENT


 


The
parties, intending to be legally bound, agree as follows:


 


1.             Assignment
of Distributorship Agreements.  For value received, the receipt and
sufficiency of which are hereby acknowledged, Assignors hereby transfer and
assign to Assignee all of their respective right, title, and interest in all of
any and all agreements, contracts, or other similar arrangements relating to
the distribution of Assignors’ products in any jurisdiction outside of North
America, which contracts are expressly limited to those identified on Schedule A
(collectively, the “Distributorship Agreements”).


 


2.             Assumption
of Distributorship Agreements.  Assignee hereby assumes and agrees to fully
pay, perform and discharge, as and when the same may become due and payable
and/or performable and in accordance with the respective terms thereof, all of
Assignors’ obligations and liabilities accruing and arising from and after the
date of this Agreement under each of the Distributorship Agreements, subject to
the terms and provisions of the Common Stock Purchase Agreement.


 


3.             Novation
of Assumed Liability


 


(a)           Reasonable Commercial Efforts. Each of the
Assignee (on the one hand) and the Assignors (on the other hand), at the
request of the other party, shall use their reasonable commercial efforts to
obtain, or cause to be obtained, any consent, substitution, approval or
amendment required to novate or assign all rights and obligations under the
Distributorship Agreements, or to obtain in writing the unconditional release
of all parties to such arrangements other than Assignee, so that, in any such
case, Assignee will be solely responsible for the Distributorship Agreements.


 


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(b)           Inability to Obtain Novation. If Assignors
and Assignee are unable to obtain, or to cause to be obtained, any required
consent, approval, release, substitution or amendment allowing any
Distributorship Agreement to be assigned or transferred to, or managed by,
Assignee, then Corgenix or Corgenix U.K., as the case may be, will continue to
be bound by such agreements and, unless otherwise prohibited by law or the
terms thereof, Assignee shall, as agent or subcontractor for Corgenix or
Corgenix U.K., as the case may be, pay, perform, and discharge fully, or cause
to be paid, transferred or discharged, all the rights and obligations of the
Distributorship Agreements from and after the closing of the Second Tranche. If
an agency or subcontractor management relationship will not adequately address
the needs of Corgenix, Corgenix U.K., and Assignee, then Corgenix, Corgenix
U.K., and Elitech UK will in good faith structure a mutually acceptable
arrangement to accomplish the intent of this Agreement and the Common Stock
Purchase Agreement. Under the circumstances contemplated by this Section 3(b),
it is the intent of the parties that the Assignors shall, without further
consideration other than that delivered at the closing of the Second Tranche,
deliver to Assignee the value, net of tax obligations of Corgenix and/or
Corgenix U.K. on revenue generated (and net of the balance of any applicable
foreign tax credits), of all rights and other consideration received by them in
respect of operations under the Distributorship Agreements. If and when any
such consent, approval, release, substitution or amendment shall be obtained or
such Distributorship Agreements shall otherwise become assignable or able to be
novated, each of the Assignors shall thereafter assign, or cause to be
assigned, all its rights and obligations thereunder to Assignee without the
payment of any further consideration, and Assignee shall, without any further
consideration, assume such rights and obligations, subject to Wescor’s and
Elitech’s indemnification obligations set forth in Section 7.3(A) of
the Common Stock Purchase Agreement.


 


4.             Representation
and Warranty.  Assignors
jointly and severally represent and warrant to Assignee that Assignors have the
right to transfer and assign each of the Distributorship Agreements to Assignee
by virtue of (a) the express provisions of the Distributorship Agreements;
(b) consents or notices obtained by Assignors and given to Assignee prior
to the closing of the Second Tranche; and/or (c) applicable law.


 


5.             Binding
Effect.  The assignment of the rights
and economic benefits under this Agreement, as well as the assumption of the
liabilities and obligations contained in this Agreement, shall bind and inure
to the benefit of Assignors and Assignee and their respective successors and
assigns.


 


6.             Governing
Law.  This Agreement will be governed
by and construed in accordance with the laws of the State of Colorado, without regard
to conflicts of laws principles that would require the application of any other
law other than the law of the State of Colorado.


 


7.             Subject
to Common Stock Purchase Agreement; Modification.  This Agreement is being executed pursuant to
the Common Stock Purchase Agreement and is subject to the terms and conditions
contained in the Common Stock Purchase Agreement.  This Agreement may not be changed, modified,
discharged or terminated in any manner other than by a written agreement signed
by the parties to this Agreement or their respective successors and assigns.


 


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8.             Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which together
will constitute one and the same instrument.


 


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left blank.  Signature page follows.]


 


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The
parties have executed and delivered this Agreement as of the date indicated in
the first sentence of this Agreement.


 


	
   

  	
  ASSIGNORS:

  
	
   

  	
   

  
	
   

  	
  CORGENIX
  MEDICAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglass T. Simpson

  
	
   

  	
   

  	
  Douglass T. Simpson, President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CORGENIX
  U.K. LTD.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglass T. Simpson

  
	
   

  	
   

  	
  Douglass T. Simpson, Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  	
   

  
	
   

  	
  ELITECH
  UK LIMITED

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tim Watson

  
	
   

  	
   

  	
  Tim Watson, Managing Director

  



 

















 


SCHEDULE A


 


DISTRIBUTORSHIP AGREEMENTS


 


(REDACTED).