Ramírez
BUYER GUARANTOR
/s/ Ricardo Guillermo Amtmann Aguilar /s/ Ricardo
Guillermo Amtmann Aguilar INVEKRA, S.A.P.I. DE C.V. MORE PHARMA CORPORATION, By:
Ricardo Guillermo Amtmann Aguilar S. DE R.L. DE C.V.
By: Mr. Ricardo Guillermo
Amtmann Aguilar
Exhibit 7-49
EXHIBIT 8 TO THE ASSET PURCHASE AGREEMENT DATED OCTOBER 27TH, 2016, ENTERED INTO
BY AND BETWEEN oculus innovative Sciences, inc., oculus technologies of mexico,
S.A. de C.V. AND INVEKRA, S.A.P.I. DE C.V.
ASSIGNMENT AND AMENDMENT TO THE SUPPLY AGREEMENT
ASSIGNMENT AND AMENDMENT AGREEMENT
This ASSIGNMENT AND AMENDMENT TO THE SUPPLY AGREEMENT (this "Agreement"), dated
as of October 27, 2016, is made by and between Oculus Innovative Sciences, Inc.,
(hereinafter referred to as "Assignor"), represented by Mr. Jim Schutz; Invekra
S.A.P.I. de C.V., (hereinafter referred as to "Assignee"), represented by Mr.
Ricardo Guillermo Amtmann Aguilar; Oculus Technologies of Mexico, S.A. de C.V.
(hereinafter referred to as "Manufacturer"), represented by Mr. Everardo Garibay
Ramírez; and Grimann, S.A. de C.V., (hereinafter referred to as "Grimann"),
represented by Mr. Ricardo Guillermo Antmann Aguilar.
WHEREAS, pursuant to that certain Exclusive Distribution and Supply Agreement
(the "Distribution Agreement"), dated as of October 1, 2015 for a Territory as
defined therein, by and among Assignor, Manufacturer and Grimann, the Assignor
requested in accordance to section 8.6 Grimann and Manufacturer's prior consents
in order to assign and convey to Assignee all the Assignor ́s rights, title and
interest in and to the Distribution Agreement.
WHEREAS, in terms of section 8.6 of the Distribution Agreement, Grimann and
Manufacturer hereby consent to the transfer to the Assignee with respect of all
of Assignor's right, title and interest in and to the Distribution Agreement.
WHEREAS, the Assignee has agreed to acquire and assume, the rights and
obligations of the Assignor pertaining the Distribution Agreement.
NOW THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged:
1.
Terms. All capitalized terms used and not otherwise defined herein
shall have the respective meanings specified for such terms in the Distribution
Agreement or in the APA.
2.
Assignment and Acceptance. For the consideration as provided under
the APA, Assignor hereby assigns and conveys to Assignee, and Assignee hereby
acquires and assumes from Assignor, all right, title and interest of Assignor in
and to the Distribution Agreement, and all interest, rights, title and
obligations of Assignor deriving therefrom.
3.
Assumption of Liabilities by Assignee. Assignee shall pay,
perform, discharge and otherwise fully satisfy when due, any and all Liabilities
(including compliance with all Laws) arising out of or related to the
Distribution Agreement.
4.
Assumption of Liabilities by Manufacturer. Manufacturer hereby
ratifies all of its obligations under the Distribution Agreement towards
Grimann, and hereby agrees to be bound to pay, perform, discharge and otherwise
fully satisfy when due, any and all Liabilities (including compliance with all
Laws) arising out of or related to the Distribution Agreement, in connection
with the Manufacture of the Products, including the terms and conditions hereby
stipulated.
5.
Penalty Clause. Assignor and