This Novation
Agreement (as amended, supplemented, restated or otherwise modified
from time to time, this “Novation Agreement”) is made
as of January 27, 2006 between:
BIONICHE
LIFE SCIENCES INC., a
corporation organized
under the laws of Canada
(“ BLSI ”),
CUMBERLAND
PHARMACEUTICALS INC., a
corporation
organized under the laws of the United States
(the “CPI” ),
BIONICHE
PHARMA GROUP LIMITED, a
corporation
organized under the laws of Ireland
(“Pharma”) .
(hereinafter
collectively referred to as the “Parties”)
A. BLSI and the
CPI have entered into a Strategic Alliance Agreement dated
January 15, 2002 and a Manufacturing and Supply Agreement for
N-Acetylcysteine dated January 15, 2002 copies of which are
annexed as Schedules “A” and “B” attached
hereto (such agreements and contracts, together with all notices,
certificates, Agreement, instruments and other documents delivered
or entered into in connection therewith, as amended, supplemented,
restated or otherwise modified from time to time, are collectively
referred to herein as the “Agreements" ).
B. BLSI desires
to be released and discharged from its obligations to the CPI under
the Agreements and the CPI has agreed to release and discharge
BLSI.
C. The Parties
have agreed that as and from the date of this Novation Agreement
(the “Effective Date”), the Agreements shall be novated
to Pharma so that from the Effective Date Pharma shall be bound by
the terms of the Agreements in place of BLSI and agrees to
acknowledge and expressly assume in the name, place and stead of
BLSI all liabilities and obligations of BLSI under the
Agreements.
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NOW THEREFORE,
for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by each party, the parties agree as
follows:
SECTION 1
— NOVATION AND RELEASE
As of the
Effective Date, Pharma agrees and undertakes to perform the
obligations of BLSI under the Agreements, whether arising prior to,
on or subsequent
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