Common use of Sale and Assignment Clause in Contracts

Sale and Assignment. 3.1 Upon the terms set forth in this Agreement and with economic effect (mit wirtschaftlicher Wirkung) as of the Effective Date each relevant Seller hereby sells (verkauft) its respective Shares set out against its name in Schedule 1.1 to the Purchaser, and the Purchaser hereby purchases, and accepts such sale of the Shares; 3.2 Subject to satisfaction or waiver of the Conditions Precedent (aufschiebende Bedingungen) (as defined below), each relevant Seller hereby assigns (▇▇▇▇▇ ▇▇) its respective Shares set out against its name in Schedule 1.1 to the Purchaser, and the Purchaser hereby accepts such assignment of the Shares; 3.3 The Sellers hereby irrevocably waive all option rights, sale rights (Verkaufsrechte), rights of first refusal (Vorkaufsrechte) and rights of first offer (Voranbietungsrechte) or any other rights, to which they may be entitled with regard to the transfer of the Shares contemplated in this Agreement. Moreover, the Parties agree that any and all shares held by the Sellers in the Company shall be sold and transferred to the Purchaser even if the numbering and denomination of the Shares pursuant to Schedule 1.1 should be incorrect. For the avoidance of doubt, the Parties hereby clarify that the Sellers shall be treated (a) within the internal relationship between the Sellers and (b) within the relationship between the Sellers and the Purchaser, as if the Sellers hold the shares in the proportion as set out in Schedule 1.1, unless otherwise provided for in this Agreement. 3.4 The sale and assignment of the Shares shall include all ancillary rights and benefits attached to the Shares, including dividend rights. All profits, including profits attributable to periods ending prior to the Effective Date which have not been distributed before the Effective Date shall be for the benefit of the Purchaser. 3.5 The Sellers as shareholders of the Company have granted their consent to the sale and transfer of the Shares and all rights, claims, agreements and arrangements related thereto. A copy of the consent is attached hereto as Schedule 3.5. 3.6 Seller 1, Seller 4, Seller 5 and Seller 6 delivered written declarations of their respective spouses (Ehegatten bzw. Lebenspartner einer eingetragenen Lebenspartnerschaft) which live in the matrimonial property regimes (ehelicher Güterstand) of common accrued gains (Zugewinngemeinschaft) or joint property (Gütergemeinschaft) granting consent to the sale and transfer of their respective Sellers Shares pursuant to sec. 1365 or 1423 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) as attached hereto as Schedule 3.6

Sale and Assignment. 3.1 Upon the terms set forth in this Agreement and with economic effect (mit wirtschaftlicher Wirkung) as of the Effective Date each relevant Seller hereby sells (verkauft) its respective Shares set out against its name in Schedule 1.1 to the Purchaser, and the Purchaser hereby purchases, and accepts such sale of the Shares; 3.2 Subject to satisfaction or waiver of the Conditions Precedent (aufschiebende Bedingungen) (as defined below), each relevant Seller hereby assigns (▇▇▇▇▇ ▇▇) its respective Shares set out against its name in Schedule 1.1 to the Purchaser, and the Purchaser hereby accepts such assignment of the Shares; 3.3 The Sellers hereby irrevocably waive all option rights, sale rights (Verkaufsrechte), rights of first refusal (Vorkaufsrechte) and rights of first offer (Voranbietungsrechte) or any other rights, to which they may be entitled with regard to the transfer of the Shares contemplated in this Agreement. Moreover, the Parties agree that any and all shares held by the Sellers in the Company shall be sold and transferred to the Purchaser even if the numbering and denomination of the Shares pursuant to Schedule 1.1 should be incorrect. For the avoidance of doubt, the Parties hereby clarify that the Sellers shall be treated (a) within The Redeveloper may assign, transfer, encumber or dispose of this Agreement or any interest herein for any lawful purpose; provided, however, that the internal relationship between Redeveloper must obtain the Sellers Authority’s prior written consent to any such disposition, unless such disposition is to an entity controlled by or under common control with or controlling the Redeveloper and (b) within the relationship between the Sellers and the Purchaser, as if the Sellers hold the shares except for subleases in the proportion as set out ordinary course of the Redeveloper’s business at the Project Site. Notwithstanding the foregoing, a lender may sell at foreclosure sale or by deed in Schedule 1.1lieu of foreclosure, unless otherwise provided for the interest of the Redeveloper in this Agreement. 3.4 (b) With respect to any assignment, the Redeveloper shall comply with the following conditions: (i) The sale Redeveloper shall notify the Authority of the assignment; (ii) Such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (iii) Such assignment shall include the entire then unexpired term of this Agreement, and shall acknowledge that the assignee agrees to be bound by the Agreement; and (iv) A duplicate original of such assignment shall be delivered to the Authority within ten (10) business days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee and in proper form for recording, by which the assignee (c) Any assignee of all the rights of the Redeveloper shall agree to be bound by the terms of this Agreement. Upon such assignment of all the Shares shall include all ancillary rights of the Redeveloper and benefits attached agreement by the assignee to be bound by the Sharesterms of this Agreement, including dividend rights. All profits, including profits attributable to periods ending prior to the Effective Date which have not been distributed before the Effective Date Redeveloper shall be for released from and have no further obligations under this Agreement with the benefit exception of the Purchaserrelease and indemnification obligations in Section 9, which shall not be released. 3.5 The Sellers as shareholders (d) Notwithstanding the foregoing, the Redeveloper may, in the ordinary course of the Company have granted their consent to Redeveloper’s business at the sale and transfer Project Site, lease or sublease portions of the Shares and all rights, claims, agreements and arrangements related thereto. A copy Project to tenants without the prior consent of the consent is attached hereto Authority so long as Schedule 3.5. 3.6 Seller the Redeveloper: (1) remains obligated to perform all of its obligations under the Redevelopment Agreement, Seller 4, Seller 5 and Seller 6 delivered written declarations (2) notifies the Authority within ten (10) days after the execution of their respective spouses any such sublease (Ehegatten bzw. Lebenspartner einer eingetragenen Lebenspartnerschaft) which live except for licenses or subleases of hotel or meeting rooms in the matrimonial property regimes (ehelicher Güterstand) ordinary course of common accrued gains (Zugewinngemeinschaft) or joint property (Gütergemeinschaft) granting consent to Redeveloper’s business at the sale and transfer of their respective Sellers Shares pursuant to sec. 1365 or 1423 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) as attached hereto as Schedule 3.6Project Site, in which case no prior notice is required).

Sale and Assignment. 3.1 Upon On the terms and conditions and other provisions of the Ancillary Agreements, on the Effective Date, in consideration of: (i) Assignee’s agreement to purchase, and reduce the Original Principal Annex I Amount by 30%, provided the foregoing amount shall be 40% if Assignor achieves the First Claims Milestone, provide further, that the foregoing amount shall be 50% if the Assignor achieves the Second Claims Milestone, the claims against Assignor set forth in on Annex I to this Agreement (the “Annex I Claims”) and to defer the Assignor’s obligation to pay the remaining balance of the Annex I Claims until the Maturity Date; (ii) Assignee’s agreement to reduce the principal amount of $743,282 by 50%, claims against Assignor set forth on Annex II to this Agreement (the “Annex II Claims”) and to defer the Assignor’s obligation to pay the remaining balance of the Annex II Claims until the Maturity Date, all subject to certain on-going discussions between Mindset Biopharmaceuticals ‘ Ltd. (“Mindset Ltd”) and Assignee resulting in the consummation of an agreement, on certain terms and conditions acceptable to Assignee in its sole and absolute discretion, pursuant to which Assignee will acquire such Annex II Claims from Mindset Ltd.; (iii) Assignee’s agreement to purchase and to defer Assignor’s obligation to pay the claims in the principal amount of at least $1,634,000 listed on Annex III to this Agreement until the Maturity Date (the “Annex III Claims” and, together with economic effect the Annex I Claims and the Annex II Claims, the “Claims”); (mit wirtschaftlicher Wirkungiv) Assignee’s assumption of certain of the indebtedness listed on Annex IV in the aggregate amount of $1,623,730 and Assignee’s obtainment, on behalf of Assignor, of the release of all obligations of Assignor relating to such indebtedness, all subject to certain on-going discussions between each of the respective creditors set forth on Annex IV and Assignee resulting in the consummation of agreements between each such creditor and Assignee on such terms as Assignee shall negotiate with each such creditor in its sole discretion; provided that the failure of Assignee to consummate an agreement with any one, more or all of such creditors shall not constitute a default under this Agreement; (v) Assignee’s assumption of certain obligations of Assignor under the Licenses; (vi) Assignee’s agreement use reasonable efforts to cause D▇▇▇▇▇ Chain (“Chain”), for a minimum of six (6) months, subject to extension for an additional six months at the option of the Assignee, to allocate up to 20% of his business time to Assignor with no further accrual of salary by Assignor, provided that, notwithstanding the foregoing, the Parties agree that the failure of the foregoing to occur shall, in no event, constitute a default under this Agreement; (vii) the Assignee’s agreement that, provided that Chain executes an employment contract with Assignee, substantially in the form attached hereto as Exhibit A, before October 1, 2005, the Maturity Date shall be extended, day for day, for each day Chain serves as an employee of the Assignee, subject to the occurrence of an Acceleration Event; (viii) the amount of $60,405,47 listed on Annex V previously advanced by or on behalf of Assignee; (ix) Assignee’s agreement to execute a Letter Agreement with Mindgenix, Inc. in the form attached hereto as Exhibit B: and (x) Assignee’s agreement to fund up to $10,000 in patent and patent related cost related to the development of Increasing Bruin Glucose Utilization: (US Patent 09/868,501); the Assignor (i) agrees to toll the applicable statute of limitations period with respect to any action or proceeding relating to or arising out of the Claims, and (ii) will sell and transfer to Assignee and Assignee will purchase from Assignor, all of the following Assets: (a) all of Assignor’s rights and interest as of the Effective Date each relevant Seller hereby sells (verkauft) its respective Shares set out against its name in Schedule 1.1 and to the Purchaser, and the Purchaser hereby purchases, and accepts such sale of the SharesPatents; 3.2 Subject to satisfaction or waiver of the Conditions Precedent (aufschiebende Bedingungen) (as defined below), each relevant Seller hereby assigns (▇▇▇▇▇ ▇▇) its respective Shares set out against its name in Schedule 1.1 to the Purchaser, and the Purchaser hereby accepts such assignment of the Shares; 3.3 The Sellers hereby irrevocably waive all option rights, sale rights (Verkaufsrechte), rights of first refusal (Vorkaufsrechte) and rights of first offer (Voranbietungsrechte) or any other rights, to which they may be entitled with regard to the transfer of the Shares contemplated in this Agreement. Moreover, the Parties agree that any and all shares held by the Sellers in the Company shall be sold and transferred to the Purchaser even if the numbering and denomination of the Shares pursuant to Schedule 1.1 should be incorrect. For the avoidance of doubt, the Parties hereby clarify that the Sellers shall be treated (a) within the internal relationship between the Sellers and (b) within the relationship between the Sellers and the Purchaser, as if the Sellers hold the shares in the proportion as set out in Schedule 1.1, unless otherwise provided for in this Agreement. 3.4 The sale and assignment all of the Shares shall include all ancillary Assignor’s rights and benefits attached to the Shares, including dividend rights. All profits, including profits attributable to periods ending prior to interest as of the Effective Date which have not been distributed before in and to the Patent Applications; (c) all of Assignor’s rights and interest as of the Effective Date shall be for in and to the benefit Trademarks; (d) all of Assignor’s rights and interests as of the Purchaser.Effective Date in and to the Licenses; 3.5 The Sellers (e) all of Assignor’s rights and interest as shareholders of the Company have granted their consent Effective Date in and to the sale and transfer Know-How relating to any of the Shares other Assets being transferred hereunder; (f) all of Assignor’s rights and all rights, claims, agreements and arrangements related thereto. A copy interest as of the consent is attached hereto as Schedule 3.5. 3.6 Seller 1, Seller 4, Seller 5 Effective Date in and Seller 6 delivered written declarations of their respective spouses (Ehegatten bzw. Lebenspartner einer eingetragenen Lebenspartnerschaft) which live in the matrimonial property regimes (ehelicher Güterstand) of common accrued gains (Zugewinngemeinschaft) or joint property (Gütergemeinschaft) granting consent to the sale Inventions; and (g) all finished product inventories, work-in-process inventories, product-in-transit inventories and transfer of their respective Sellers Shares pursuant to sec. 1365 or 1423 other inventories of the German Civil Code (Bürgerliches Gesetzbuch – BGB) Assets that are owned by Assignor as attached hereto as Schedule 3.6of the Effective Date.

Sale and Assignment. 3.1 Upon The Assignor hereby grants, transfers, assigns and sells to the terms set forth in this Assignee all right, title and interest of the Assignor, in, to and under (a) the Assigned Loans, (b) that certain Amended and Restated Master Mortgage Loan Purchase Agreement (the “Purchase Agreement”), dated as of December 1, 2005, by and between the Assignor and the Company, (c) that certain Amended and Restated Master Seller’s Warranties and Servicing Agreement (the “Servicing Agreement”), dated as of December 1, 2005, by and between Assignor and the Company and (d) that certain Assignment and Conveyance Agreement (the “Assignment and Conveyance Agreement” and together with the Purchase Agreement and with economic effect (mit wirtschaftlicher Wirkung) the Servicing Agreement, the “Agreements”), dated December 9, 2005, by and between the Assignor and the Company, as each relates to the Assigned Loans and only the Assigned Loans and the Assignee hereby assumes all of the Effective Date each relevant Seller hereby sells (verkauft) its respective Shares set out against its name in Schedule 1.1 to Assignor’s obligations and duties under the PurchaserAgreements from and after the date hereof, and the Purchaser Company hereby purchasesacknowledges such sale, assignment and accepts such sale assumption and hereby agrees to the release of the Shares; 3.2 Subject to satisfaction Assignor from any obligations or waiver of duties under the Conditions Precedent (aufschiebende Bedingungen) (as defined below), each relevant Seller hereby assigns (▇▇▇▇▇ ▇▇) its respective Shares set out against its name in Schedule 1.1 Agreements from and after the date hereof. The Assignor specifically reserves and does not assign to the PurchaserAssignee any right, title and the Purchaser hereby accepts such assignment of the Shares; 3.3 The Sellers hereby irrevocably waive all option rights, sale rights (Verkaufsrechte), rights of first refusal (Vorkaufsrechte) and rights of first offer (Voranbietungsrechte) or any other rightsinterest in, to which they may be entitled with regard or under any mortgage loans subject to the transfer Agreements other than the Assigned Loans. Notwithstanding the foregoing, it is understood that the Company is not released from liability to the Assignor for any breaches of the Shares contemplated in this Agreement. Moreoverany representations, the Parties agree that any and all shares held warranties or covenants made by the Sellers Company in the Company shall be sold and transferred to the Purchaser even if the numbering and denomination of the Shares pursuant to Schedule 1.1 should be incorrect. For the avoidance of doubt, the Parties hereby clarify that the Sellers shall be treated (a) within the internal relationship between the Sellers and (b) within the relationship between the Sellers and the Purchaser, as if the Sellers hold the shares in the proportion as set out in Schedule 1.1, unless otherwise provided for in this Agreement. 3.4 The sale and assignment of the Shares shall include all ancillary rights and benefits attached to the Shares, including dividend rights. All profits, including profits attributable to periods ending Agreements prior to the Effective Date which date hereof regardless of when such breaches are discovered or made known. Capitalized terms used but not defined herein shall have not been distributed before the Effective Date respective meanings ascribed to them in the Servicing Agreement. Upon the execution of this AAR Agreement on January 26, 2006, the Assignee shall pay to the Assignor the purchase price as calculated pursuant to the commitment letter (the “Commitment Letter”), dated as of November 30, 2006, by and between the Assignee and the Assignor. The Assignee shall pay the purchase price payable under the Commitment Letter by wire transfer of immediately available funds to the account specified by the Assignor. Upon payment of such purchase price, the Assignee assumes all right, title and interest in and to the Assigned Loans and the related Custodial Mortgage Files and the Retained Mortgage Files (the “Mortgage Files”). The Assignee shall be for entitled to all scheduled payments due on the benefit of Assigned Loans after January 1, 2006 (the Purchaser. 3.5 “Assigned Loans Cut-off Date”) and all unscheduled payments or other proceeds or other recoveries on the Assigned Loans received on and after the Assigned Loans Cut-off Date except as otherwise specified in the Commitment Letter. The Sellers as shareholders of the Company Assignor, at its expense, shall have granted their consent caused to be delivered to the sale and transfer of Assignee or its designee the Shares and all rights, claims, agreements and arrangements related thereto. A copy of the consent is attached hereto as Schedule 3.5. 3.6 Seller 1, Seller 4, Seller 5 and Seller 6 delivered written declarations of their respective spouses (Ehegatten bzw. Lebenspartner einer eingetragenen Lebenspartnerschaft) which live Custodial Mortgage File for each Assigned Loan in the matrimonial property regimes (ehelicher Güterstand) of common accrued gains (Zugewinngemeinschaft) Assignor’s or joint property (Gütergemeinschaft) granting consent its custodian’s possession prior to the sale and transfer of their respective Sellers Shares pursuant to sec. 1365 or 1423 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) as attached hereto as Schedule 3.6date hereof.

Sale and Assignment. 3.1 Upon Subject to the terms set forth in and conditions of this Agreement Assignor does hereby sell, assign and with economic effect (mit wirtschaftlicher Wirkung) as of transfer to Assignee at the Effective Time on the Closing Date (in each relevant Seller hereby sells case, as defined below) (verkaufta) its respective Shares set out against its name in Schedule 1.1 all of Assignor's right, title and interest in, to and under the PurchaserTrust Estate and the Lessor Documents, and (b) excluding the Purchaser hereby purchasesLetter Agreements and the Owner Participant Guaranty, all of Assignor's right, title and accepts such sale of interest, if any, in, to and under each other Operative Agreement (collectively, but excluding the Shares; 3.2 Subject to satisfaction or waiver of Letter Agreements, the Conditions Precedent (aufschiebende Bedingungen) Owner Participant Guaranty and Reserved Rights (as defined below), the "TRANSFERRED INTERESTS"); provided, that Assignor hereby reserves, and nothing herein shall be construed as a sale, assignment or transfer, of the following (collectively, "RESERVED RIGHTS"): any of the rights, titles and interests of Assignor in and to each relevant Seller and every indemnity or other payment, and each and every obligation to provide insurance (other than casualty insurance relating to loss of or damage to the Aircraft), on behalf or in favor of Assignor, under the Lessor Documents or any other Operative Agreement to the extent that such indemnities, payments, and obligations relate to losses accruing prior to 11:38 p.m., Las Vegas time (the "EFFECTIVE TIME"), on December 27, 1996 (the "CLOSING DATE") (it being agreed that Assignor retains all obligations related to Reserved Rights); provided further, that such sale, assignment and transfer shall be effective only upon the satisfaction or waiver, on or prior to the Effective Time on the Closing Date, of the conditions set forth in Section 7, such satisfaction to be evidenced by Assignor's acceptance from Assignee of the Purchase Price (as defined in Section 4) and by the filing, or the release for filing, for recordation with the FAA pursuant to the Act of the Assignment and Assumption Agreement (FAA) (as defined in Section 5(a)). The closing of the transactions contemplated hereby assigns and by the Assignment and Assumption Agreement (FAA) shall take place at the Effective Time on the Closing Date at McCarran International Airport, Las Vegas, Nevada, with additional activities taking place at the offices of Perk▇▇▇ ▇▇▇e, 607 ▇▇▇▇▇▇▇▇▇▇ ▇▇) its respective Shares set out against its name in Schedule 1.1 to the Purchaser▇▇▇▇, and the Purchaser hereby accepts such assignment of the Shares; 3.3 The Sellers hereby irrevocably waive all option rights▇.▇., sale rights (Verkaufsrechte)▇▇▇▇▇▇▇▇▇▇, rights of first refusal (Vorkaufsrechte) and rights of first offer (Voranbietungsrechte) or any other rights, to which they may be entitled with regard to the transfer of the Shares contemplated in this Agreement▇.▇. Moreover, the Parties agree that any and all shares held by the Sellers in the Company shall be sold and transferred to the Purchaser even if the numbering and denomination of the Shares pursuant to Schedule 1.1 should be incorrect. For the avoidance of doubt, the Parties hereby clarify that the Sellers shall be treated (a) within the internal relationship between the Sellers and (b) within the relationship between the Sellers and the Purchaser, as if the Sellers hold the shares in the proportion as set out in Schedule 1.1, unless otherwise provided for in this Agreement▇▇▇▇▇. 3.4 The sale and assignment of the Shares shall include all ancillary rights and benefits attached to the Shares, including dividend rights. All profits, including profits attributable to periods ending prior to the Effective Date which have not been distributed before the Effective Date shall be for the benefit of the Purchaser. 3.5 The Sellers as shareholders of the Company have granted their consent to the sale and transfer of the Shares and all rights, claims, agreements and arrangements related thereto. A copy of the consent is attached hereto as Schedule 3.5. 3.6 Seller 1, Seller 4, Seller 5 and Seller 6 delivered written declarations of their respective spouses (Ehegatten bzw. Lebenspartner einer eingetragenen Lebenspartnerschaft) which live in the matrimonial property regimes (ehelicher Güterstand) of common accrued gains (Zugewinngemeinschaft) or joint property (Gütergemeinschaft) granting consent to the sale and transfer of their respective Sellers Shares pursuant to sec. 1365 or 1423 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) as attached hereto as Schedule 3.6