ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (?Agreement?) is entered into as of February 25, 2002 (the ?Effective Date?), by and between THE IMMUNE RESPONSE CORPORATION, a Delaware corporation (?IRC?), having a principle place of business at 5935 Darwin Court, Carlsbad, California 92008 and GENSTAR THERAPEUTICS CORPORATION, a Delaware corporation (?GenStar?), having a principle place of business at 10865 Altman Row, San Diego, California 92121, with respect to the following facts:
RECITALS
WHEREAS, IRC and the Regents of the University of California (the ?Regents?) entered into that certain License Agreement effective March 21, 1996 (the ?Regents License Agreement?), pursuant to which the Regents granted to IRC an exclusive license under certain patent rights on the terms and subject to the conditions of the Regents License Agreement;
WHEREAS, IRC and GenStar entered into that certain License Agreement dated March 5, 1997 (as amended by that certain Amendment To License Agreement effective January 29, 1999, the ?GenStar License Agreement?), pursuant to which IRC granted to GenStar an exclusive license under such patent rights on the terms and subject to the conditions of the GenStar License Agreement;
WHEREAS, IRC and GenStar desire to terminate the GenStar License Agreement, and to assign to GenStar all of IRC?s rights and obligations under the Regents License Agreement, on the terms and conditions set forth herein;
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