Exhibit 10.52
TERMINATION
AGREEMENT
T HIS T ERMINATION A GREEMENT (the “Termination Agreement”) is
made and entered into as of August 19, 2005 by and between
S ALIX
P HARMACEUTICALS , I NC ., a
California corporation (“Salix”), and A
LTANA P HARMA US, I NC ., a
Delaware corporation (“Altana”). Salix and Altana may
be referred to herein individually as a “Party” or
collectively as “Parties.”
B ACKGROUND
The Parties previously entered into
a Co-Promotion Agreement dated March 2, 2005 (the
“Co-Promotion Agreement”) to collaborate with each
other to optimize the sales of rifaximin, an antibiotic owned by
Salix and marketed and sold under the name “Xifaxan
™
.”
The Parties now desire to terminate
the Co-Promotion Agreement in accordance with the terms of this
Termination Agreement.
N OW ,
THEREFORE, in
consideration of the mutual covenants contained in this Termination
Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Parties hereto, intending to be legally bound, agree as
follows:
1. T ERMINATION OF T HE C O -P ROMOTION A GREEMENT
Notwithstanding the 90-day notice
period in Section 7.1 of the Co-Promotion Agreement, the Parties
agree that the Co-Promotion Agreement is terminated effective as of
September 6, 2005 (the “Termination Date”).
2. C ONSEQUENCES OF T ERMINATION
The Parties agree that,
notwithstanding Section 12.14 of the Co-Promotion Agreement,
Sections 3.1(d), 5.3 and 5.4 of the Co-Promotion Agreement are
terminated as of the Termination Date and shall not survive the
termination of the Co-Promotion Agreement pursuant to this
Termination Agreement.
The Parties agree that the only
payment due to Altana from Salix under Section 5.2 of the Agreement
shall be one and one half of a quarterly minimum
