EXHIBIT 99.8
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ASSIGNMENT AND ASSUMPTION AGREEMENT
DynaGen, Inc., a Delaware Corporation with an address of 000 Xxxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 ("DynaGen"), Able Laboratories, Inc., a
Delaware corporation with an address of 0 Xxxxxxxxx Xxxxx, Xxxxx Xxxxxxxxxx, XX
00000 ("Able") and Superior Pharmaceutical Company, an Ohio corporation with an
address of 0000 Xxxxxx Xxxxxx Xx., 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, XX
00000-0000 ("Superior"), enter into this Assignment and Assumption Agreement
(the "Assignment") as of February ___, 2001.
Background.
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DynaGen, Superior, XxXxxxxx.xxx, Inc. ("RxBazaar") and XxXxxxxx.xxx
Acquisition Corp. ("Acquisition") have entered into an Agreement and Plan of
Merger dated as of October 20, 2000 (herein as the "Merger Agreement"), pursuant
to which Superior is merging with and into Acquisition, a wholly-owned
subsidiary of RxBazaar. Capitalized terms used but not defined herein shall have
the meanings given them in the Merger Agreement.
In connection with the Merger Agreement DynaGen, through its subsidiary
Able, wishes to assign to Superior certain accounts receivable in Able's name,
and Superior wishes to accept such assignment.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Assignment and Assumption. As of the Closing of the Merger, each of
DynaGen and Able assigns all of its right, title and interest in and to each of
the accounts receivable a summary list of which is attached hereto as Exhibit A
(the "Assigned Receivables"). Superior accepts such assignment and assumes all
obligations of collecting and administering the Assigned Receivables.
2. Merger Consideration. As of the Closing, pursuant to Section 2.2 of
the Merger Agreement, any and all accounts payable and accounts receivable that
would otherwise accrue between DynaGen or Able, on the one hand, and Superior on
the other hand, on account of the assignment of the Assigned Receivables shall
be canceled as part of the settlement of intercompany accounts as part of the
Merger Consideration, as defined in Section 2.1 of the Merger Agreement.
3. Notices. Any notices sent under this Assignment shall be sent in the
manner required by the Merger Agreement.
4. Successors and Assigns. This Assignment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.
5. Governing Law. This Assignment shall be governed in construed in
accordance with the internal laws of The Commonwealth of Massachusetts.
* * *
IN WITNESS WHEREOF, the parties have entered into this Assignment and
Assumption Agreement, under seal, as of the date and year first above written.
DYNAGEN, INC.
By:
Title:
ABLE LABORATORIES, INC.
By:
Title:
SUPERIOR PHARMACEUTICAL COMPANY
By:
Title:
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