EXHIBIT
10.2
TERMINATION AGREEMENT
This Termination Agreement (the
“Termination Agreement”) dated as of June 6, 2007
(the “Effective Date”) is an amendment to the
Development, Commercialization and Marketing Agreement (the
“Agreement”) dated as of December 23, 2002 by and
between Altus Pharmaceuticals Inc. (the successor in interest to
Altus Biologics Inc.), a Delaware corporation, with its principal
office at 125 Sidney Street, Cambridge, MA 02139 USA
(“ALTUS”) and Dr. Falk Pharma GmbH, a German
corporation, with its principal office at Leinenweberstrasse 5,
79041 Freiberg Germany (“FALK”).
BACKGROUND
The Parties have concluded that it is
in their strategic interest to discontinue their collaboration and
terminate the Agreement. This Termination Agreement sets forth the
terms and conditions applicable to such termination as well and any
rights and obligations that survive such termination. All
capitalized terms not expressly defined in this Termination
Agreement shall have the meaning assigned to them in the
Agreement.
AGREEMENT
NOW, THEREFORE, in
consideration of the premises and the mutual covenants and
agreements herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties, intending to be legally bound, agree as
follows:
ARTICLE 1.
TERMINATION
1.1 Effective Date . As of
the Effective Date, the Agreement is terminated, and except as
expressly provided for in Section 1.3 below, all licenses,
rights and obligations of the Parties under the Agreement are
terminated.
1.2 Payments. ALTUS agrees to
make the following payments on the following dates to FALK:
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1.2.1 |
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Five Million Euros ( € 5,000,000) thirty (30) days following the
Effective Date. |
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1.2.2 |
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Two Million Euros ( €
2,000,000) on the first anniversary of the Effective Date. |
1
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1.2.3 |
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Two Million Euros ( €
2,000,000) on the second anniversary of the Effective Date. |
| |
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1.2.4 |
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Three Million Euros ( € 3,000,000) on the third anniversary of the
Effective Date. |
ALTUS
shall have the option, in its discretion, to prepay the payments
set forth in clauses 1.2.2, 1.2.3, and 1.2.4. Any late payments
shall accrue interest, to the extent permitted by applicable law,
with such interest payment calculated at the Prime rate as reported
in the Wall Street Journal.
1.3 Surviving Obligations .
Notwithstanding Article 14 of the Agreement, the sole
surviving rights and obligations of the Parties shall consist
of:
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1.3.1 |
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The express rights and obligations of the Parties under this
Termination Agreement. |
| |
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1.3.2 |
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The obligations a |
