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ASSIGNMENT AND ASSUMPTION
<br />This Assignment and Assumption and Bill of Sale (the "Agreement'), is made and
<br />entered into on October 6, 2005, effective as of October 1, 2005, by and between RAI Care
<br />Centers of Northern California I, LLC, a Delaware limited liability company (the "Buyer"}, and
<br />Gambro Healthcare, Inc., a Tennessee corporation ("Seller").
<br />WHEREAS, DaVita Inc:, a Delaware corporation, Gambro Healthcare, Inc., a Tennessee
<br />corporation, Renal Advantage Inc., a Delaware corporation ("RAT") and Buyer (among other
<br />RAI affiliates) are parties to that certain Amended and Restated Asset Purchase Agreement
<br />effective as of July 28, 2005, as further amended (the "Purchase Agreement"), whereby (i)
<br />Seller is obligated to sell, convey, transfer, assign and deliver to the Buyer the Assets (as defined
<br />in the Purchase Agreement) with respect to the Centers set forth on Attachment A hereto (the
<br />"Seller Centers"), and (ii) Seller is obligated to assign and the Buyer has agreed to assume, the
<br />Assumed Liabilities (as defined in the Purchase Agreement) with respect to the Seller Centers;
<br />and
<br />WHEREAS, all capitalized terms not defined herein shall have the meanings ascribed to
<br />such terms in the Purchase Agreement.
<br />NOW, THEREFORE, pursuant to the Purchase Agreement, and in consideration of the
<br />.mutual promises, covenants and agreements therein and hereinafter set forth and other good and
<br />valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
<br />agree as follows:
<br />1. Bill of Sale.
<br />(a) Seller hereby sells, conveys, assigns, transfers, and delivers to the Buyer,
<br />its successors and assigns, free and clear of any Lien, except for Permitted Liens, and the Buyer
<br />does hereby acquire and accept from Seller, the Assets with respect to the Seller Centers.
<br />(b) Notwithstanding anything contained herein, the Buyer is not purchasing
<br />from Seller any Excluded Assets with respect to the Seller Centers.
<br />(c) It is understood by both Seller and the Buyer that, contemporaneously
<br />with the execution and delivery of this Agreement, Seller may be executing and delivering to the
<br />Buyer certain further assignments and other instruments of transfer which in particular cover
<br />certain of the property and assets described herein or in the Purchase Agreement, the purpose of
<br />which is to supplement, facilitate and otherwise implement the transfer intended hereby' with
<br />respect to the Seller Centers.
<br />2. Assignment and Assumption of Assumed Liabilities.
<br />(a) Seller hereby assigns to the Buyer, its successors and assigns, and the
<br />Buyer hereby assumes, in accordance with the terms and conditions of the Purchase Agreement,
<br />the Assumed Liabilities with respect to the Seller Centers.
<br />LAS99 1420539.1.039323.0207
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