EXHIBIT 4.11
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT made as of the 22nd day of November, 0000
X X X X X X X:
YORK MEDICAL INC.
("York")
- and -
CIMYM INC.
("Cimym")
WHEREAS:
A. Pursuant to a licensing agreement (the "Licensing Agreement") made the 3rd
day of May, 1995 between York and Cimab S.A. ("Cimab"), Cimab granted to
York a license to certain technology to which Cimab holds rights.
B. By articles of amendment dated September 28, 1995 York changed its name
from Yorkton Medical Inc. to York Medical Inc.
C. Pursuant to the terms of the Licensing Agreement, York agreed to assign
its rights and obligations thereunder to Cimym.
D. As consideration for such assignment, Cimym agrees to assume the
obligations of York under the Licensing Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the
premises and of the payment of one dollar ($1.00) and other good and valuable
consideration by Cimym to York, (the receipt and sufficiency of which are hereof
acknowledged by York) the parties hereto covenant and agree as follows:
1. York hereby grants, transfers, assigns and sets over absolutely until Cimym,
its successors and assigns, all York's right, title and interest in and to the
Licensing Agreement and all of the rights, benefits and advantages whatsoever to
be derived therefrom from and after the date hereof.
2. Cimym agrees to assume and to observe and perform all of the obligations of
York under the Licensing Agreement and Cimym will indemnify and save harmless
York from and against all actions, suits, costs, losses, charges, damages and
expenses arising as a result of any default or non-observance or non-performance
on the part of Cimym of any of the obligations of York under the Licensing
Agreement from and after the date hereof.
3. This agreement will be binding upon and enure to the benefit of each of the
parties hereto and its respective successors and assigns.
4. This agreement will be governed by and construed in accordance with the laws
of the Province of Ontario.
5. The parties agree to provide such further assurances as are reasonably
required by them to carry out the terms of this agreement.
YORK MEDICAL INC.
by:
----------------------------------
CIMYM INC.
by:
----------------------------------
