EXHIBIT 10.1
Termination
Agreement
This Termination Agreement
is made as of this 28th day of September, 2007 by and
between Sysmex Corporation (“Sysmex”), a Japanese
corporation with its principal place of business at 1-5-1,
Wakinohama-kaigandori, Chuo-ku, Kobe, Hyogo 651-0073, Japan
and Matritech, Inc. (“Matritech”), a Delaware
corporation with its principal place of business at 330
Nevada Street, Newton, MA 02460 USA.
Whereas, the parties
previously entered into a Exclusive License and Exclusive
Supply Agreement dated November 20, 2002 (the
“Agreement”); and
Whereas, the parties
desire to terminate the Agreement upon the terms and
conditions set forth herein.
Now, Therefore, in
consideration of the premises and for good and valuable
consideration, the receipt and legal sufficiency of which is
hereby acknowledged, the parties hereto agree as
follows:
1. Except
for obligations of each expressly contained in this
Termination Agreement, each of Sysmex and Matritech agrees
that, upon full execution of this Termination Agreement, all
rights and obligations of each of them to the other are
terminated. Neither party shall have any further
rights or obligations to the other on account of the
Agreement, except as specifically set forth
herein. Without limiting the generality of the
foregoing, any and all license rights granted to Sysmex by
Matritech are hereby terminated.
2. Sysmex
will immediately cease all use of NMP179 ®
antibodies and reagents, will destroy any and all supplies of
NMP179 antibodies or reagents it possesses or controls and
will provide Matritech on or before October 5, 2007 a
certification signed by an executive officer of Sysmex that it
has complied in full with the provisions of this
paragraph.
3. Sysmex
will pay to Matritech the sum of US$16,667 on or before
November 15, 2007, representing 2/3 of the fiscal third
quarter payment that would be due under Section 16.2 of the
Agreement.
4. Matritech
will release, on or before November 15, 2007, all restrictions
on the shares of common stock of Matritech acquired by Sysmex
pursuant to Section 16.1 of the Agreement (the
“Shares”) and thereafter Sysmex will be free to
sell, transfer or otherwise dispose of the Shares upon
compliance with applicable provision of Rule 144 of the
Securities Act of 1933.
5. Sysmex
agrees that Matritech may file, and further agrees to
cooperate with Matritech in preparing and filing, any and all
appropriate notices reflecting release of the exclusive
license granted by Matritech to Sysmex under the
Agreement.
6. Sysmex
and Matritech agree that they will jointly instruct American
Type Culture Collection (“ATCC”) the escrow agent
for material under Section 8.4 of th
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