Back to top

ASSIGNMENT AND TERMINATION AGREEMENT

Termination Agreement

ASSIGNMENT AND TERMINATION AGREEMENT | Document Parties: COMBINATORX, INC | New England Biolabs, Inc You are currently viewing:
This Termination Agreement involves

COMBINATORX, INC | New England Biolabs, Inc

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: ASSIGNMENT AND TERMINATION AGREEMENT
Date: 6/2/2009
Industry: Biotechnology and Drugs     Sector: Healthcare

ASSIGNMENT AND TERMINATION AGREEMENT, Parties: combinatorx  inc , new england biolabs  inc
50 of the Top 250 law firms use our Products every day

FINAL

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:

1.     

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


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more