ASSIGNMENT AND
TERMINATION AGREEMENT
This Assignment and Termination Agreement, (the “
Agreement ”), effective as of June 2, 2009 (the
“ Effective Date ”), is by and between
CombinatoRx, Incorporated (“ CRX-US ”), 245
First Street, Cambridge, MA 02142, U.S.A., CombinatoRx (Singapore)
Pte. Ltd. (“ CRX-SG ”), 11 Biopolis Way, Helios
#08-05, Singapore 138667 and the Liverpool School of Tropical
Medicine
(“ LSTM ”), Pembroke Place, Liverpool, L3
5QA, United Kingdom. CRX-US, CRX-SG and
LSTM are collectively referred to as (the “ Parties
”) or individually as (any “ Party ”).
WHEREAS , CRX-US and CRX-SG are each a party to a
Consortium Agreement effective as of April 1, 2008 (the “
Consortium Agreement ”) by and between LSTM, the
Institute for Medical Microbiology, Immunology and Parasitology,
University of Bonn, the Tropical Parasitic Diseases Unit of
Northwick Park Institute for Medical Research, TRS Labs, Inc. and
New England Biolabs, Inc. (collectively, the “ AWOL
Consortium ”) by way of an Accession Agreement between
the Parties, dated October 8, 2008 (the “ Accession
Agreement ”);
WHEREAS , the Parties are each a party to a Co-Ownership
Agreement, dated October 8, 2008 (the “ Co-Ownership
Agreement ”) and a Project Agreement, dated October 8,
2008 (the “ Project Agreement ”), which
collectively with the Consortium Agreement and Accession Agreement
constitute the “ A-WOL Agreements ”; and
WHEREAS , on or before the Effective Date, CRX-US is
divesting its entire ownership interest in its subsidiary CRX-SG,
and in connection with such transaction, the Parties desire for
CRX-SG to continue as a member of the A-WOL Consortium and remain
bound by the rights and responsibilities set forth in the A-WOL
Agreements, and for CRX-US to no longer be a member of the A-WOL
Consortium and be bound by the A-WOL Agreements after the Effective
Date.
NOW, THEREFORE , the CRX-US, CRX-SG and LSTM (for itself
and on behalf of the A-WOL Consortium), hereby agree as
follows:
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1.
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Consortium Agreement and Accession
Agreement. As of the Effective Date, CRX- US is no longer a
member of the A-WOL Consortium and is no longer a party to the
Consortium Agreement and the Accession Agreement. CRX-SG shall
remain a member of the A-WOL Consortium and shall succeed to and
agrees to be bound by any rights and obligations of CRX-US under
the Consortium Agreement and the Accession Agreement. In the
Accession Agreement, the term “New Member” and in the
Consortium Agreement, "CombinatoRx" shall be deemed to refer only
to CRX- SG. On behalf of the A-WOL Consortium, LSTM hereby agrees
to waive the six month prior written notice requirement of ter
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