This Agreement,
entered into on this 28th day of October, 2005, is made
Cell
Therapeutics, Inc., a company incorporated under the Laws of the
State of Washington, with registered offices at 501 Elliot Avenue
West 400, Seattle, Washington 98119, U.S.A., represented by
Mr. James A. Bianco, in his capacity as president and CEO
(hereinafter, “CTI”)
Pharmaceutical
Research Associates, Inc., a company incorporated under the Laws of
the State of Virginia, with its registered offices at 12120 Sunset
Hills Road, Suite 600, Reston, Virginia, 20190, U.S.A.,
represented by Patrick K. Donnelly, in his capacity as President
and CEO (hereinafter, ‘‘PRA”)
(hereinafter,
collectively, the “Parties”)
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a)
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CTI
is an American listed biotech company, which operates in the field
of research and development of drugs for the curing of
tumours;
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b)
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PRA
is an American listed company specialized in the performance of
services of planning, organization and management of clinical
trials;
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c)
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On
or about September 24, 2002, the Parties entered into an
agreement for the supply of clinical trials development services in
relation to the therapeutic protocol No. AZA-III-02, named
“An open label, randomized, phase III comparative trial of
BBR2778 + Rituximab versus Rituximab in the treatment of patients
with relapsed or refractory indolent Non- Hodgkin’s
Lymphoma” (hereinafter, the “Clinical Trial
Agreement”);
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d)
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The
Parties have been involved in a dispute arising out of the Clinical
Trial Agreement;
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e)
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In
particular, the Parties were involved in an ICC Arbitration
Proceedings under the Rules of the ICC International Court of
Arbitration pursuant to the arbitration clause contained in Art. 22
of the Clinical Trial Agreement, with venue in Zurich, Switzerland
(hereinafter, the ICC arbitration proceedings, the
“Arbitration Proceedings”, and the International
Chamber of Commerce of Paris, the “ICC”);
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f)
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The
Arbitration Proceedings was concluded with the issue of an award
rendered on September 27, 2005 (hereinafter, the
“Award”), communicated to both of the Parties with an
ICC letter dated October 3, 2005, received by CTI and by PRA
on October 5, 2005;
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g)
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In
accordance with the provisions of the “Operative Part of the
final Award”, under pages 161 — 162 of the same, having
set-off between the Parties the amounts reciprocally owed by the
same, PRA owes CTI the balance amount indicated therein, plus
interest at different
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rates and from different dates in
relation to the various items of condemnation, whose title is
compensation for damages;
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h)
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To
the best knowledge of the Parties, each of them has a right to
appeal against the Award and, in any event, the same may not cover
all possible reciprocal causes of action arising out of the
clinical trial referred to above;
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i)
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PRA
has offered CTI the spontaneous payment of the said balance amount,
and to irrevocably waive its right to appeal against the Award for
any reason whatsoever and based on any grounds;
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j)
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CTI
intends to accept such a payment, and is available to irrevocably
waive its right to appeal against the Award for any reason
whatsoever and based on any grounds;
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k)
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In
addition, the Parties intend to resolve hereby all possible claims
between them in relation to the Clinical Trial Agreement and, in
any event, the clinical trial governed by the same in order to
finally settle their business relationships in this regard, by way
of definitively renouncing to any reciprocal claims as hereunder
set forth.
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NOW THEREFORE,
also in consideration of the recitals above which form an integral
and substantial part of this agreement (herei
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