ASSIGNMENT AND ASSUMPTION OF
CONTRACT
This Assignment
and Assumption of Contract (the “ Assignment ”)
is made as of July 22, 2010, by and between PEDIATRX, INC., a
wholly-owned subsidiary of Striker Energy Corp., an OTC Bulletin
Board listed corporation, formed pursuant to the laws of the State
of Nevada, (the “ Assignee ”), and CYPRESS
PHARMACEUTICALS, INC., a Mississippi corporation (the “
Assignor ”).
RECITALS
WHEREAS , in connection with that certain Asset Purchase
Agreement, dated as of July 22, 2010 (as amended, supplemented or
otherwise modified from time to time, the “ Asset Purchase
Agreement ”), by and among the Assignee and the Assignor,
the Assignor has agreed to sell, transfer, convey, assign and
deliver to the Assignee certain assets associated with the product
known as Granisol™ (granisetron HCl) Oral Solution (the
“Transaction”). In connection with the transaction, the
Assignor is prepared to assign to the Assignee, and the Assignee is
prepared to assume from the Assignor, the Contracts, as defined
below pursuant to the terms of this Assignment.
NOW, THEREFORE , in consideration of the mutual covenants
and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Assignor and the Assignee, intending to be
legally bound, agree as follows:
ASSIGNMENT
1.
Definitions . Capitalized terms used in this Assignment and
not otherwise defined herein shall have the meanings given to them
in the Asset Purchase Agreement.
2.
Assignment of Contract . The Assignor hereby transfers,
assigns, sets over and conveys unto the Assignee, its successors
and assigns, forever, all of t
