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Exhibit
10.11
TERMINATION
AGREEMENT
This TERMINATION AGREEMENT
(the “Termination Agreement”) is entered this
September 5, 2007 (the “Execution Date”) by QLT
USA, Inc. (formerly Atrix Laboratories, Inc.) (“QLT
USA”), a Delaware corporation, and Arius Pharmaceuticals,
Inc. (“Arius”).
WHEREAS, Arius and QLT USA
are parties to that certain License Agreement, dated May 27,
2004, as subsequently amended by that certain letter between QLT
USA and Arius, effective July 14, 2005, that certain Consent
and Amendment Agreement between Arius, QLT USA, and CDC IV, LLC
(“CDC”), as assignee of Clinical Development Capital
LLC, dated July 14, 2005 (the “CDC Consent”), and
that certain Second Amendment Agreement between QLT USA, Arius, and
CDC dated August 2, 2006 (such License Agreement, as amended,
the “License”);
WHEREAS, Arius Two, Inc.
(“Buyer”), an affiliate of Arius, intends to acquire
all right, title, and interest to all BEMA-related assets owned or
controlled by QLT USA, as described in that certain Intellectual
Property Assignment Agreement, entered into by Buyer and QLT USA as
of September 5, 2007, and its related documents and exhibits (such
acquisition, the “Acquisition”; such agreement, the
“Acquisition Agreement”); and
WHEREAS, it is a condition to
the Acquisition, that Arius and QLT USA execute and deliver this
Termination Agreement.
NOW THEREFORE, in
consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Termination Agreement
agree as follows:
1. Definitions . Any capitalized
terms not separately defined in this Termination Agreement shall
have the meaning provided in the License.
2. Termination of License . QLT
USA, Arius, and CDC agree that the License, including the CDC
Consent, shall terminate, including without limitation the
provisions of Section 14.05(d) of the License, and neither
such agreement nor any of its provisions (regardless of, and
notwithstanding, any stated survival pursuant to their terms) shall
be of any further force and effect, upon the assignment of the
Purchased Assets (as defined in the Acquisition Agreement) to Buyer
as contemplated by the Acquisition Agreement. For the avoidance of
doubt and in consideration of the Purchased Assets, the
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