THIS ASSIGNMENT AGREEMENT is made and entered into as of October 16, 2002, by and among VIVO
HEALTHCARE CORPORATION, a Delaware corporation ("Assignor"), Assignor's shareholders listed on
Schedule A attached hereto and made a part hereof (collectively, the "Shareholders"), and ENZON, INC., a
Delaware corporation ("Assignee").
WHEREAS, Assignor is the owner of the entire right, title and interest in, to and under all of the assets of
Assignor used or useful in connection with the p-MPA Technology (as hereinafter defined), including those
identified on Schedule B attached hereto and made a part hereof (the "Assigned Assets"); and
WHEREAS, Assignor desires to assign to Assignee, and Assignee desires to receive from Assignor, all of
Assignor's right, title and interest in, to and under the Assigned Assets.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee agree as follows:
1. Assignor hereby sells, assigns, transfers and conveys to Assignee, and Assignee hereby purchases and
acquires from Assignor, Assignor's entire right, title and interest in the Assigned Assets on a worldwide basis for
the consideration set forth in Paragraph 2 below. It is understood and agreed by the parties hereto that no
representations or warranties, direct or implied, are made with respect to the Assigned Assets and as such they
are taken hereunder by Assignee on an "as is" basis.
2. As a material inducement to and in consideration of the Assignor's agreement to enter into this Assignment
Agreement, Assignee shall pay Assignor the following consideration:
(a) Seven Hundred Fifty Thousand Dollars ($750,000) to be paid to Assignor upon Assignee's receipt of
evidence that the United States Food and Drug Administration has approved Assignor's investigational new drug
application to commence human clinical trials on any product incorporating the p-MPA Technology (the