liabilities of the Seller;
NOW, THEREFORE, in consideration of the mutual promises set forth in the
Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Seller hereby agrees as follows:
1.
THE SELLER HEREBY SELLS, TRANSFERS,
CONVEYS, ASSIGNS AND DELIVERS TO THE BUYER, ITS SUCCESSORS AND ASSIGNS, TO HAVE
AND TO HOLD FOREVER, ALL RIGHT, TITLE AND INTEREST IN, TO AND UNDER ALL OF THE
ACQUIRED ASSETS.
2.
THE SELLER HEREBY COVENANTS AND AGREES
THAT IT WILL, AT THE REQUEST OF THE BUYER AND WITHOUT FURTHER CONSIDERATION,
EXECUTE AND DELIVER, AND WILL CAUSE ITS EMPLOYEES TO EXECUTE AND DELIVER, SUCH
OTHER INSTRUMENTS OF SALE, TRANSFER, CONVEYANCE AND ASSIGNMENT, AND TAKE SUCH
OTHER ACTION, AS MAY REASONABLY BE NECESSARY TO MORE EFFECTIVELY SELL, TRANSFER,
CONVEY, ASSIGN AND DELIVER TO, AND VEST IN, THE BUYER, ITS SUCCESSORS AND
ASSIGNS, GOOD, CLEAR, RECORD AND MARKETABLE TITLE TO THE ACQUIRED ASSETS HEREBY
SOLD, TRANSFERRED, CONVEYED, ASSIGNED AND DELIVERED, OR INTENDED SO TO BE, AND
TO PUT THE BUYER IN ACTUAL POSSESSION AND OPERATING CONTROL THEREOF, TO ASSIST
THE BUYER IN EXERCISING ALL RIGHTS WITH RESPECT THERETO.
3.
THE SELLER DOES HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT THE BUYER, ITS SUCCESSORS AND ASSIGNS, ITS TRUE AND
LAWFUL ATTORNEY, WITH FULL POWER OF SUBSTITUTION, IN ITS NAME OR OTHERWISE, AND
ON BEHALF OF THE SELLER, OR FOR ITS OWN USE, TO CLAIM, DEMAND, COLLECT AND
RECEIVE AT ANY TIME AND FROM TIME TO TIME ANY AND ALL OF THE ACQUIRED ASSETS,
AND TO PROSECUTE THE SAME AT LAW OR IN EQUITY AND, UPON DISCHARGE THEREOF, TO
COMPLETE, EXECUTE AND DELIVER ANY AND ALL NECESSARY INSTRUMENTS OF SATISFACTION
AND RELEASE.
4.
THE SELLER, BY ITS EXECUTION OF THIS
BILL OF SALE, AND THE BUYER, BY ITS ACCEPTANCE OF THIS BILL OF SALE, EACH HEREBY
ACKNOWLEDGES AND AGREES THAT NEITHER THE REPRESENTATIONS AND WARRANTIES NOR THE
RIGHTS, REMEDIES OR OBLIGATIONS OF ANY PARTY UNDER THE AGREEMENT SHALL BE DEEMED
TO BE ENLARGED, MODIFIED OR ALTERED IN ANY WAY BY THIS INSTRUMENT.
IN WITNESS WHEREOF, the Seller and the Buyer have caused this instrument to be
duly executed under seal as of and on the date first above written.
PARIVID, LLC
By:
/s/ S. Raguram
Name:
S. Raguram
Title:
Managing Member/CTO
Attest:
ACCEPTED:
MOMENTA PHARMACEUTICALS, INC.
By:
/s/ Craig A. Wheeler
Name:
Craig A. Wheeler
Title:
President and Chief Executive Officer
[Signature Page to Bill of Sale]
2
EXHIBIT B
Patent Assignment
ASSIGNMENT
For valuable consideration, Parivid, LLC, a company created and existing under
the laws of the Commonwealth of Massachusetts, United States of America,
(hereinafter called "the Assignor") having a place of business at:
3 Clyde Road, Suite 201
Somerset, NH 08873
hereby assigns to: Momenta Pharmaceuticals, Inc., a corporation created and
existing under the laws of the State of Delaware, United States of America,
having a place of business at:
675 West Kendall Street
Cambridge, MA
02142
and its successors and assigns (collectively hereinafter called "the Assignee"),