ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT ("Assignment") is made and entered into as of
the 10th day of January, 1996, by and between EDITEK, INC., a Delaware
corporation ("Purchaser"), MEDTOX LABORATORIES, INC., a Minnesota corporation
("Seller"), and PSYCHIATRIC DIAGNOSTIC LABORATORIES OF AMERICA, INC., a Delaware
corporation ("Assignee").
WHEREAS, Seller and Purchaser are parties to that certain Asset
Purchase Agreement dated as of July 1, 1995, and that certain Amendment
Agreement dated as of January 2, 1996, pursuant to which Purchaser agreed to
purchase and Seller agreed to sell substantially all of the assets of Seller
(collectively, the "Purchase Agreement"); and
WHEREAS, Purchaser desires to assign to Assignee, Assignee has agreed
to assume and Seller desires to consent to the assignment of, Purchaser's rights
under the Purchase Agreement under the terms and conditions set forth herein;
and
WHEREAS, Assignee is an Affiliate of Purchaser (as such term is
contemplated in the Purchase Agreement) of Purchaser; and
WHEREAS, the assignment effected hereby is permitted under Section 13.3
of the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. Assignment. Purchaser hereby assigns and transfers to Assignee,
Purchaser's rights to purchase assets pursuant to the terms of the Purchase
Agreement.
2. Acceptance of Assignment. Assignee hereby accepts the rights being
assigned hereby and assumes all responsibilities and obligations of Purchaser as
set forth in the Purchase Agreement. Assignee hereby covenants and agrees to
perform all terms and conditions contained in the Purchase Agreement.
3. Non-Release of Purchaser. In accordance with the provisions of
Section 13.3 of the Purchase Agreement, Purchaser agrees that the assignment to
Assignee of its rights under the Purchase Agreement shall not operate to release
Purchaser from any liability to Seller under the Purchase Agreement, and
Purchaser shall remain obligated to perform all terms and conditions and shall
remain liable for all indemnification obligations contained in the Purchase
Agreement required to be performed by Purchaser.
4. Seller's Consent. Seller hereby consents to the foregoing assignment
on the terms and conditions set forth herein, and in connection therewith,
agrees to treat Assignee for all purposes as Purchaser under the Purchase
Agreement and to take whatever action may be necessary to transfer Seller's
assets to Assignee, including without limitation, executing or causing the
execution of deeds, assignments, consents and other similar documents in the
name of Assignee.
5. Additional Party. By execution of this Assignment, Assignee shall
become a party to the Purchase Agreement and shall hereafter be bound by the
terms and conditions thereof.
6. Warranties of Purchaser. Purchaser warrants and represents to
Assignee as follows: (a) the Purchase Agreement is in full force and effect; (b)
neither the Purchase Agreement nor any of the obligations, duties and
responsibilities of the Purchaser or Seller thereunder have been amended,
modified or altered in any manner other than as reflected in the Amendment
Agreement; and (c) there exists no circumstance, condition or act of default
which would entitle or permit Seller to terminate the Purchase Agreement or to
abridge any rights of Purchaser thereunder or exercise any remedies for default.
7. Binding Effect. This Assignment shall be binding upon successors and
assigns of the parties. The parties shall execute and deliver such further and
additional instruments, agreements and other documents as may be necessary to
evidence or carry out the provisions of this Assignment.
8. Counterparts. This Assignment may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
9. Governing Law; Interpretation. The execution and performance of this
Assignment shall be governed by the substantive laws of the State of Minnesota,
without giving effect to the provisions thereof relating to conflicts of law.
Unless otherwise defined herein, capitalized terms shall have the meanings given
to them under the Purchase Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment
effective as of the day and year first above written.
PURCHASER:
EDITEK, INC.
ATTEST: By: _______________________________
Title: ____________________________
[SEAL]
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Secretary
SELLER:
MEDTOX LABORATORIES, INC.
ATTEST: By: _______________________________
Title: ____________________________
[SEAL]
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Secretary
ASSIGNEE:
PSYCHIATRIC DIAGNOSTIC LABORATORIES OF
AMERICA, INC.
ATTEST: By: _______________________________
Title: ____________________________
[SEAL]
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Secretary