SOMAXON PHARMACEUTICALS,
INC.
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THIS AGREEMENT OF
TERMINATION (hereinafter the “Agreement of
Termination”) is entered into on this the 12th day of
March 2009, by and between
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1.
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Biotie Therapies Corp.
, a corporation
incorporated and existing under the laws of Finland, having its
registered domicile in Turku, Finland and with business identity
code 1475830-6 (“ BTT ”);
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and
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2.
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Somaxon Pharmaceuticals,
Inc., a
corporation incorporated and existing under the laws of the state
of Delaware, in the United States of America and having its
principal place of business in San Diego, California (“
Somaxon ”).
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Each also referred to as “
Party ” or together as “ Parties
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A.
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On
12 November 2004 the Parties entered into a license agreement
regarding the clinical development, obtaining of a regulatory
marketing approval and commercialising of the IPR in the Territory.
On November 2, 2006, the Parties entered into a letter
agreement amending certain provisions in such license agreement.
The license agreement and letter agreement shall collectively
hereinafter be referred to as the “License
Agreement”.
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B.
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With this Agreement of Termination
the Parties desire to terminate the License Agreement and agree on
certain related arrangements thereto, such as the return of all
materials delivered to the other Party during the course of the
Agreement term, on the terms and conditions set forth herein. The
intent of the Parties is, thus, to put BTT in a position to freely
license and/ or transfer any and all rights granted to Somaxon
under the License Agreement.
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NOW THEREFORE
, the Parties hereby
agree as follows:
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As
used in this Agreement of Termination, unless expressly otherwise
stated or evident in the context, all captioned terms shall have
the meanings defined in the License Agreement.
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2. TRANSFER
AND TERMINATION
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Somaxon hereby returns to BTT all
licensed rights acquired by Somaxon under the License Agreement
(the “ Transfer ”).
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The
Parties hereby jointly agree to terminate the License Agreement
with immediate effect. The Parties acknowledge that such
termination shall include the sublicense rights and the Tri-Party
Agreements related to such sublicense rights as set forth in
Section 2.3 of the License Agreement. After the termination,
the Parties do not have any obligations or claims towards each
other based on the License Agreement other than:
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(a)
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BTT
to pay the sums as specified in Section 3 below;
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(b)
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Somaxon to return all Know-How and
other data, information, related materials (including but not
limited to expert reports) relating to the Product provided by BTT
to Somaxon in connection with the License Agreement or otherwise,
including, but not limited to, all material related to the Phase
III Clinical Trial involving the alcoholism study conducted by BTT
(the “BTT Data”). Somaxon shall return the BTT Data to
BTT as reasonably practicable after the date of this Agreement of
Termination;
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(c)
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BTT
to return all data, information, related materials (including but
not limited to expert reports) and any correspondence with the FDA)
relating to the Product as well as any NDAs and/ or INDs provided
by Somaxon to BTT in connection with the License Agreement
(collectively, the “Somaxon Data”). BTT shall return
the Somaxon Data to Somaxon as reasonably practicable after the
date of this Agreement of Termination;
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