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ASSIGNMENT AND ASSUMPTION
<br /> AND BILL OF SALE
<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 ("RAI") 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 /> L A.S99 1420539-1.039323.0207
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