ASSIGNMENT AND ASSUMPTION AGREEMENT REGARDING THE TECHNOLOGY DEVELOPMENT

The Assignor represents and warrants to the Assignee that:

it has not assigned, mortgaged, pledged, encumbered, or otherwise hypothecated any of its right, title or interest under the Technology Development Agreement, except as set forth in this Assignment;

the execution, delivery and performance of this Assignment, including but not limited to the consummation of the transactions contemplated hereby and thereby do not and will not violate, conflict with or result in a breach of, or constitute a default (or create an event which, with notice or lapse of time or both, would constitute a default in the Technology Development Agreement) of the terms, conditions or provisions under the Technology Development Agreement;

the Assignor has full power and authority to enter into this Assignment, perform the obligations of such party hereunder and consummate the transactions contemplated hereby. All necessary and appropriate action has been taken by such party with respect to the execution and delivery of this Assignment. This Assignment constitutes the valid and binding obligation of such party enforceable in accordance with the terms hereof, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

The Assignee represents and warrants to the Assignor that it has full power and authority to enter into this Assignment, perform the obligations of such party hereunder and consummate the transactions contemplated hereby. All necessary and appropriate action has been taken by such party with respect to the execution and delivery of this Assignment. This Assignment constitutes the valid and binding obligation of such party enforceable in accordance with the terms hereof, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

the obligations of the Assignor to complete the Closing, unless otherwise waived in writing by the Assignor, are subject to the fulfillment of each of the following conditions on or before the Closing Date:

the representations and warranties of the Assignee shall be true and correct on the Closing Date;

the Share Purchase Agreement has been fully executed;

the documents required in Section 6.01(a) to Section 6.01(f) under the Share Transfer Agreement have been fully executed; and

the conditions required in Section 6.02 under the Share Transfer Agreement have been satisfied.

The obligations of the Assignee to complete the Closing, unless otherwise waived in writing by the Assignee, are subject to the fulfillment of each of the following conditions on or before the Closing Date:

the representations and warranties of the Assignor shall be true and correct on the Closing Date;

the Share Purchase Agreement has been fully executed; and

the conditions required in Section 6.03 under the Share Transfer Agreement have been satisfied.

This Assignment shall be terminated at any time prior to the Closing by a mutual written consent of the Assignor and the Assignee.

All costs and expenses, including but not limited to, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Assignment and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

If any term or other provision of this Assignment is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Assignment shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Assignment so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

This Assignment may not be amended or modified except by an instrument in writing signed by, or on behalf of, the Assignor and the Assignee.

This Assignment may not be assigned by operation of law or otherwise without the express written consent of the other party (which consent may be granted or withheld in the sole discretion of such party). This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

This Agreement shall be governed by, and construed in accordance with, the Laws of the People’s Republic of China. In the event that a dispute arises in connection with the interpretation or implementation of this Agreement, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If the dispute is not resolved through consultations within thirty (30) days after any party has served a written notice on the other parties requesting the commencement of consultations, then any party may submit the dispute for arbitration to the China International Economic and Trade Arbitration Commission in accordance with its rules in force at the time. The arbitration shall take place in Beijing and be conducted in Chinese. The arbitration award shall be final, binding and non-appealable on the parties.

All notices, requests, claims, demands and other communications hereunder will be in writing and will be given or made and will be deemed to have been duly given or made upon receipt by delivery in person, by courier service, by confirmed telecopy (with a copy sent by another means specified herein), or by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses or at such other address for a party as will be specified by like notice.

 

 

 

 

 

 

 

 

 

 

 

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