Exhibit 10.1
MUTUAL TERMINATION
AGREEMENT
WHEREAS, Glaxo Group Limited, a company
organized under the laws of England & Wales and having its
principal place of business at Glaxo Wellcome House, Berkeley
Avenue, Greenford, Middlesex, UB6 ONN, United Kingdom
(“GSK”) and Sepracor Inc., a company organized under
the laws of the State of Delaware, United States, and having its
principal place of business at 84 Waterford Drive, Marlborough, MA
01752-7010 are parties to a Development, License and
Commercialization Agreement dated September 11, 2007 (the
“License Agreement”);
AND WHEREAS, both GSK and Sepracor now wish to
terminate such License Agreement on the following terms and
conditions;
THEREFORE, GSK and Sepracor agree with effect
from the last date written below (the “Termination Effective
Date”) as follows:
1.
Definitions.
Unless defined specifically herein, all capitalized terms shall
have the meaning contained in the License Agreement.
2.
Mutual Termination. GSK and Sepracor hereby agree to terminate the
License Agreement under Section 14.2(a) (“by mutual
written agreement of the parties”) for the entire GSK
Territory. All rights granted by Sepracor to GSK in the
Product shall cease on the Termination Effective Date, except as
otherwise set forth below.
3.
Developmental Studies. With respect to the Residual Effects
Study, ESZ111503, GSK shall provide to Sepracor a copy of the
de-identified clinical data within thirty (30) days from the
Termination Effective Date and shall continue to make any other
in
