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EXHIBIT 10
CAPITAL CONTRIBUTION, ASSIGNMENT
AND ASSUMPTION AGREEMENT
KNOW ALL MEN BY THESE PRESENTS, that Donlar Corporation ("Donlar") for
good and valuable consideration, the receipt of which is hereby acknowledged,
and intending to be legally bound, hereby sells, bargains, conveys, grants,
transfers, assigns, delivers and sets over unto Biomune Systems, Inc.
("Biomune"), its successors and assigns, all of the right, title and interest of
Donlar in and to all of the assets, rights, properties and business described in
Schedule A attached hereto and made a part hereof. All of the foregoing are
hereinafter collectively referred to as the "Acquired Assets."
TO HAVE AND TO HOLD the same unto Biomune and its successors and
assigns forever, and Donlar does hereby covenant and agree that it will, at any
time and from time to time if requested by Biomune or its successors or assigns,
do, execute, acknowledge and deliver, or will cause to be done, executed,
acknowledged and delivered, to Biomune or its successors or assigns, as the case
may be, such and all further acts, transfers, assignments, deeds, powers and
assurances of title, and additional papers and instruments, and do or cause to
be done all acts or things as often as may be proper or necessary or advisable
for better assuring, conveying, transferring and assigning all of the Acquired
Assets hereby conveyed, transferred or assigned, and effectively to carry out
the intent hereof, and to vest in Biomune the entire right, title and interest
of Donlar in and to all of the Acquired Assets, and Donlar will warrant and
defend the same to Biomune and its successors and assigns against all claims and
demands whatsoever.
Biomune hereby assumes, and agrees to pay, perform and discharge, as
and when the same shall be due, all of the liabilities and obligations of Donlar
described on Schedule B attached hereto and made a part hereof.
IN WITNESS WHEREOF, Biomune and Donlar have executed this instrument as
of the 19th day of January, 2001.
DONLAR CORPORATION
By:
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Name: Xxxxx X. Xxxxxx
Title: President and CEO
BIOMUNE SYSTEMS, INC.
By:
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Name: Xxxxx X. Xxxxxx
Title: President and CEO
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SCHEDULE A
ACQUIRED ASSETS
All assets, rights, properties and business of Donlar of every nature and
description whatsoever, tangible and intangible, real, personal or mixed and
wherever located, excluding those related to Donlar's existing patent rights and
all intellectual property relating to its genetic (recombinant DNA) research
activities, including (subject to the foregoing exclusion) but not limited to:
(a) All of the real estate, furniture, fixtures, leasehold
improvements, machinery, equipment and physical assets;
(b) All inventories;
(c) All accounts receivable;
(d) All supplies and miscellaneous assets;
(e) All claims and causes of action;
(f) All of the business of Donlar;
(g) All cash after the clearance of outstanding checks and
drafts;
(h) All of the books and records of Donlar, including, without
limitation by reason of specification, all customer, vendor and employee lists
and information, files, books of account and ledgers or other instruments or
documents pertaining to the assets and business being acquired by Biomune
hereunder;
(i) All leases, rental agreements, franchise agreements and
licenses, all unperformed commitments or obligations owing to Donlar and all
other instruments, contracts and agreements of Donlar;
(j) All of Donlar's intangible property rights, including,
without limitation by reason of specification, all copyrights including
registrations and applications; all trademark and service xxxx rights including
common law, state and federal rights, together with the goodwill associated with
said marks, and including all registrations and all applications, whether state
or federal, for said marks; all trade secrets including secret processes,
formulae, customer lists, and all other confidential information; all trade
names; and all other intangible property rights including, but not limited to
product or services designs, computer programs, technical information, and other
such tangible property.
(k) All prepayments by or on behalf of Donlar; and
(l) All coverage under all policies of insurance maintained by
Donlar.
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SCHEDULE B
LIABILITIES AND OBLIGATIONS
All liabilities and obligations of Donlar of every nature and description
whatsoever, tangible and intangible, real, personal or mixed and wherever
located (except for all liabilities and obligations of Donlar related to
Donlar's existing patent rights and intellectual property relating to its
genetic (recombinant DNA) research activities).
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