Exhibit 10.44
TERMINATION
AGREEMENT
This Termination Agreement (“
Agreement ”) is made and entered into as of
March 5, 2009 by and between Cell Therapeutics, Inc., a
Washington corporation (the “ Company ”) and
Midsummer Investment, Ltd., a Bermuda corporation (“
Purchaser ”). The Company and Purchaser are each
referred to herein individually as a “ Party ”
and collectively as the “ Parties ”.
R E C I T A L S
WHEREAS, the Company and Purchaser
are parties to that certain Securities Purchase Agreement dated as
of July 29, 2008, as amended by that certain Amendment
Agreement dated as of August 6, 2008 (the “ Purchase
Agreement ”);
WHEREAS, each of the Company and
Purchaser desire to terminate the Purchase Agreement as more fully
set forth herein.
NOW, THEREFORE, in consideration of
the above and of the mutual covenants and agreements herein
contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
ARTICLE I
TERMINATION
1.1 Termination . The Parties
hereby agree that the Purchase Agreement shall be terminated and of
no further effect as of the date hereof.
1.2. Effect on Purchase
Agreement . Notwithstanding the foregoing, the Parties hereby
agree that Section 4.1 (Furnishing of Information),
Section 4.3(a) (Securities Laws Disclosure; Publicity),
Section 4.6 (Indemnification of Purchaser) and
Section 4.13 (Registration Statement Indemnification) of the
Purchase Agreement shall continue in full force and effect in
accordance with the respective terms of such provisions after the
execution of this Agreement.
ARTICLE II
REPRESENTATIONS AND
WARRANTIES
2.1. Representations and
Warranties of the Company . The Company hereby makes the
representations and warranties as follows to Purchaser that as of
the date of its execution of this Agreement: The Company has the
requisite corporate power and authority to enter into and
consummate the transactions contemplated by this Agreement and
otherwise to carry out its obligations hereunder. The execution and
delivery of this Agreement by the Company and the consummation by
it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of the Company and
no further action is required by the Company, its board of
directors or its stockholders in connection therewith. This
Agreement has been duly executed by the Company and, when delivered
in accordance with the terms hereof, will constitute the valid and
binding obligation of the Company
enforceable against the Company in accordance
with its terms except (i) as limited by general equitable
principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting
enforcement of creditors’ rights generally; and (ii) as
limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and
(iii) insofar as indemnification and contribution provisions
may be limited by applicable law.
2.2 Representations and
Warranties of Purchaser . Purchaser hereby makes the
representations and warranties as follows to the Company that as of
the date of its execution of this Agreement: Purchaser has the
requisite corporate power and authority to enter into and
consummate the transactions contemplated by this Agreement and
otherwise to carry out its obligations hereunder. The execution and
delivery of this Agreement by Purchaser and the consummation by it
of the transactions contemplated hereby have been duly authorized
by all necessary action on the part of Purchaser and no further
action is required by Purchaser, its board of dire
