Page 17 of 19 Pages
EXHIBIT F
ASSIGNMENT AND TRANSFER AGREEMENT
ASSIGNMENT AND TRANSFER AGREEMENT (the "Agreement"), dated as of March
11, 1997, by and between Quantum Industrial Partners LDC ("QIP"), a Cayman
Islands limited duration company, and Quantum Partners LDC ("Quantum Partners"),
a Cayman Islands limited duration company.
WHEREAS, on February 21, 1997 (the "Closing Date"), QIP entered into a
Common Stock Purchase Agreement (the "Purchase Agreement") with Pharmacyclics,
Inc. ("Pharmacyclics") pursuant to which QIP purchased 600,000 shares of common
stock, par value $.0001 (the "Shares"), of Pharmacyclics for an aggregate amount
of $11,430,000;
WHEREAS, QIP wishes to assign and transfer the Shares to Quantum
Partners and to assign and transfer its rights and obligations under the
Purchase Agreement to Quantum Partners, and Quantum Partners wishes to accept
such assignment and transfer and replace and novate QIP as a party to the
Purchase Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Assignment and Transfer. (a) QIP hereby assigns and
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transfers to Quantum Partners as of the Closing Date, free
and clear of all liens, mortgages, pledges, security
interests or other encumbrances of any kind, its entire
right, title and interest to and in the Shares, which are
fully paid and non-assessable, and Quantum Partners, as of
the Closing Date, shall be deemed the owner of the Shares
for all purposes. In consideration of the aforesaid
assignment and transfer, Quantum Partners is remitting to
QIP concurrently herewith $11,430,000 as the purchase price
of the Shares.
(b) Quantum Partners hereby accepts the assignment and
transfer referred to in Section 1(a) hereof. In
consideration of such acceptance and the payment by Quantum
Partners to QIP referred to in Section 1(a), QIP is
delivering the Shares to Quantum Partners concurrently
herewith.
2. Novation and Substitution. (a) Effective as of the Closing
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Date, Quantum Partners shall be replaced, novated and, for
all purposes, substituted for QIP as a party to the Purchase
Agreement.
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(b) Effective as of the Closing Date, (i) the
representations, warranties and covenants given by QIP shall
be deemed to have been given by Quantum Partners and Quantum
Partners makes and reaffirms such representations,
warranties and covenants to and for the benefit of
Pharmacyclics, (ii) Quantum Partners shall be entitled to
all the rights and privileges of the Purchase Agreement
accruing to QIP, and (iii) QIP shall be released and
discharged from all liabilities and obligations with respect
to the Purchase Agreement.
3. Agreement Binding and to Benefit Assignees. Each party
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hereto represents that this Agreement has been duly
authorized, executed and delivered by it and is valid,
binding and enforceable against it, and this Agreement shall
inure to the benefit of the parties hereto and their
successors and assigns.
4. Governing Law. This Agreement shall be construed and
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enforced in all respects according to the internal laws of
the State of New York applicable to agreements executed and
performed therein without giving effect to any choice of law
rules thereof that may direct the application of the laws of
another jurisdiction.
5. Counterparts. This Agreement may be executed in several
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counterparts, each of which shall be deemed an original but
all of which shall constitute one and the same instrument.
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IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officers or agents of the parties hereof as of
the date set forth above.
QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇
Attorney-in-Fact
QUANTUM PARTNERS LDC
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Attorney-in-Fact
Pharmacyclics hereby acknowledges and agrees to the terms of this
Agreement, specifically the novation of QIP and the substitution of Quantum
Partners as party to the Purchase Agreement.
PHARMACYCLICS, INC.
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
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