ASSIGNMENT OF AGREEMENT
This ASSIGNMENT OF AGREEMENT (this "Agreement") is made as of March 1,
1997 by and between ORTHOLOGIC CORP., a Delaware corporation ("OrthoLogic"),
TORONTO MEDICAL ORTHOPAEDICS LTD., a Canada corporation and wholly-owned
subsidiary of OrthoLogic ("Subsidiary") and TORONTO MEDICAL CORP., an Ontario
corporation ("Toronto Medical").
WHEREAS, OrthoLogic and Toronto Medical entered into a Purchase and
Sale Agreement as of December 30, 1996, as amended (the "Purchase Agreement"),
which provides, among other things, that OrthoLogic has the right to assign its
rights and obligations under the Purchase Agreement to a wholly owned subsidiary
of OrthoLogic; and
WHEREAS, OrthoLogic desires to assign its rights and obligations under
the Purchase Agreement to Subsidiary, a wholly owned subsidiary of OrthoLogic,
and Subsidiary desires to accept the assignment of the Purchase Agreement from
OrthoLogic.
NOW, THEREFORE, in consideration of good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned do
hereby agree and certify as follows:
1. OrthoLogic hereby assigns, transfers and conveys its rights
and obligations under the Purchase Agreement to Subsidiary,
provided, however, that such assignment, transfer and
conveyance shall not release OrthoLogic from its obligations
under the Purchase Agreement to Toronto Medical;
2. Subsidiary hereby accepts the foregoing assignment and agrees
with Toronto Medical to assume and be bound by the obligations
of OrthoLogic set forth in the Purchase Agreement; and
3. OrthoLogic represents and warrants to Toronto Medical that
Subsidiary is a wholly owned subsidiary of OrthoLogic.
IN WITNESS WHEREOF, the undersigned have caused this Assignment to be
effective on the date first set forth above.
ORTHOLOGIC CORP.
By: /s/ Xxxxx X. Xxxxxxxxx, Ph.D.
---------------------------------
Xxxxx X. Xxxxxxxxx, Ph.D.,
Chairman and Chief
Executive Officer
TORONTO MEDICAL
ORTHOPAEDICS LTD.
By: /s/ Xxxxx X. Xxxxxxxxx, Ph.D.
---------------------------------
Xxxxx X. Xxxxxxxxx, Ph.D.,
President
TORONTO MEDICAL CORP.
By: /s/ X. X. Xxxxxxxxxxx
---------------------------------
Xxxx-Xxxxxx Xxxxxxxxxxx
Vice Chairman and
Chief Operating Officer
