17252651\2 00601.0823.000/326111.000
09/13/2013
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
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In re
GENTA INCORPORATED,
Debtor.
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Chapter 7
Case No. 12-12269 (KG)
Assignment and Cure Objection
Deadline: September 23, 2013
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NOTICE OF ASSIGNMENT AND CURE
PLEASE TAKE NOTICE OF THE FOLLOWING:
1. On July 26, 2013, the United States Bankruptcy C
ourt for the District of Delaware
(the “Bankruptcy Court”) entered an order (the “Bid
Procedures Order”) in the chapter 7 case of
the above-captioned debtor (the “Debtor”) approving
, among other things, the procedures for
determining cure amounts related to the Trustee’s a
ssumption and assignment of certain
executory contracts, unexpired leases, and other ag
reements (the “Assumed Contracts”) listed on
the Assignment Schedule
1
annexed to this Notice as Exhibit A, in connection
with the sale of
substantially all of the Debtors’ assets (the “Bid
Assets”). The Trustee will assume and assign
the Assumed Contracts to the Stalking Horse Bidder
or its designee under the bid procedures (the
“Bid Procedures”) approved by the Bankruptcy Court
and attached to the Bid Procedures Order
as Annex 1.
2. The Trustee is informed that any and all default
s (other than the filing of this
chapter 7 case) and actual pecuniary losses under t
he Assumed Contracts can be cured by the
payment of the cure amounts listed on this Notice s
ent to each Contract Counterparty.
3. Any Contract Counterparty that objects to (i) th
e assignment of its Assumed
Contract, (ii) the adequate assurance of the assign
ee’s ability to perform, or (iii) the cure amount
set forth in this Notice (each, an “Assignment and
Cure Objection”), must file an objection no
later than 10 days after this Notice is mailed to t
he affected party, as indicated by the date noted
on this Notice (the “Assignment and Cure Objection
Deadline”).
4. Any Assignment and Cure Objection must (i) be in
writing; (ii) conform to the
applicable provisions of the Bankruptcy Rules and t
he Local Rules for the United States
Bankruptcy Court for the District of Delaware; (iii
) state with particularity the legal and factual
basis for the objection and the specific grounds th
erefor and (iv) if challenging a cure amount, set
1
Capitalized terms used but not defined in this Not
ice shall have the meanings as defined in the Bid P
rocedures
Order.
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forth the prepetition cure amount being claimed by
the objecting party with appropriate
documentation in support thereof.
5. To be considered a timely Assignment and Cure Ob
jection, the Assignment and
Cure Objection must be filed with the Bankruptcy Co
urt and served upon (i) George Miller, the
chapter 7 trustee; (ii) counsel to the Trustee, Coz
en O’Connor, 1201 N. Market Street, Suite
1001, Wilmington, DE 19801 (Attention: John T. Car
roll, III); (iii) counsel to the Secured
Agent, Ropes & Gray LLP, Prudential Tower, 800 Boyl
ston Street, Boston, MA 02199-3600
(Attention: James M. Wilton); and (iv) the Office o
f the United States Trustee for the District of
Delaware, 884 King Street, Suite 2207, Lockbox 35,
Wilmington, DE 19801 (collectively, the
“Service Parties”) (collectively, the “Service Part
ies”); so that it is actually received no later tha
n
4:00 p.m. (prevailing Eastern Time) on the Assignme
nt and Cure Objection Deadline.
6. If a Contract Counterparty files a timely Assign
ment and Cure Objection and the
parties are unable to consensually resolve the disp
ute, a hearing on such Assignment and Cure
Objection may be held prior to, at, or after the Sa
le Hearing.
7. If a Contract Counterparty does not timely file
and serve an Assignment and Cure
Objection with respect to a Notice of Assignment an
d Cure, such Contract Counterparty will be
(i) forever barred from objecting to the assignment
of their Assumed Contract to the proposed
assignee; (ii) deemed to have waived all pre-closin
g defaults and breaches under the Assumed
Contracts; (iii) forever barred from objecting to t
he proposed assignee’s adequate assurance of
future performance; (iv) deemed to have consented,
for all purposes, to, the assumption and
assignment of their Assumed Contracts to the propos
ed assignee; and (v) forever barred from
objecting to the cure amount proposed in this Notic
e.
8. If no objections to the assumption or assumption
and assignment are received by
the Assignment and Cure Objection Deadline, counsel
for the Sellers may submit to the Court a
certificate of no objection (the “Certificate of No
Objection”) and, solely for Post-Closing
Assumed Contracts, a form of order granting the req
uested assumption and/or assignment of the
Assumed Contracts, and serve the Certificate of No
Objection on the counterparty to the
Assumed Contracts. The order approving the assumpt
ion and/or assignment of such Post-
Closing Assumed Contracts may be entered by the Cou
rt forty-eight (48) hours after the
Certificate of No Objection is filed. The assumpti
on and assignment of the Closing Date
Contracts may be approved by the order approving th
e Sale (the “Sale Order”).
9. If the Stalking Horse Bidder is the Successful B
idder at the Auction, the Stalking
Horse Bidder may designate additional contracts as
“Assumed Contracts.” The Trustee will file
separate schedule(s) with the Court in form and sub
stance reasonably acceptable to the Stalking
Horse Bidder, listing all the Assumed Contracts pro
posed to be assumed and assigned pursuant
to the Stalking Horse Agreement after the date the
Sale Order is entered (the “Post-Closing
Assumed Contracts”). Such schedule(s) of Post-Clos
ing Assumed Contracts may be modified at
the request of the Stalking Horse Bidder subject to
the terms and conditions of the Stalking
Horse Agreement.
10. Any Sale Order approving a sale to a Successful
Bidder other than the Stalking
Horse Bidder will address the procedures by which t
he Trustee will assume and assign the
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contracts to be assumed and assigned to a Successfu
l Bidder that is not the Stalking Horse
Bidder.
11. Copies of the Bid Procedures Order and other re
levant documents can be found
on the Bankruptcy Court’s website, www.deb.uscourts
.gov; and are on file with the Clerk of the
Bankruptcy Court, Third Floor, 824 Market Street, W
ilmington, Delaware 19801.
12. The Trustee’s decision to assume and assign the
Assumed Contracts is subject to
Bankruptcy Court approval and the Sale closing. Ac
cordingly, absent such approval and closing,
any of the Assumed Contracts shall not be deemed to
be assumed and assigned, and shall in all
respects be subject to further administration under
the Bankruptcy Code. The inclusion of any
document on the list of Assumed Contracts shall not
constitute or be deemed a determination or
admission by the Trustee or the Stalking Horse Bidd
er that the document is, in fact, an executory
contract or unexpired lease within the meaning of t
he Bankruptcy Code (all rights with respect
thereto being expressly reserved).
Dated: September 13, 2013
Wilmington, Delaware
Respectfully submitted,
COZEN O’CONNOR
/s/ John T. Carroll, III
____________________________
John T. Carroll, III (DE No. 4060)
1201 North Market Street
Suite 1001
Wilmington, DE 19801
Telephone: (302) 295-2027
Facsimile: (302) 295-2013
jcarroll@cozen.com
Counsel for the Trustee, George L. Miller
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Exhibit A
Assignment Schedule
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17252651\2 00601.0823.000/326111.000
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Assignment Schedule
Assumed Contract Contract Counterparty Cure Amount
License Agreement with respect
to DJ-927, between Daiichi
Sankyo Company Ltd. and Genta
Incorporated, dated March 7, 2008
Daiichi Sankyo Company,
Limited
5-1 Nihonbashi-honcho 3-Chorne,
Chuo-ku, Tokyo 103-8426 Japan
$0.00
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