Exhibit 10.5
TERMINATION
AGREEMENT
This Termination Agreement (the
“Agreement” ) is made and entered into as of May
17 th
, 2009, by and between Cherry
Tankers Ltd., a company with its principle place of business at 6
Maskit St. Herzliya, Israel ( “Licensor” )
, and Cherry Tankers Inc., a company with its
place of business at 615 South DuPont Highway, Dover, Delaware,
Country of Kent ( “Licensee” ). Each of
the Licensor and the Licensee, a “Party” , and
collectively, the “Parties” .
WHEREAS, the Parties have entered into that certain
License Agreement, dated November 27 th , 2007 (the “License
Agreement” ); and
WHEREAS, the Parties wish to terminate the License
Agreement according to the terms and conditions set forth
below;
NOW, THEREFORE, in consideration for the promises,
representations, covenants and undertakings set forth herein, the
parties hereto hereby agree as follows:
1.
Definitions . All terms not otherwise
defined herein, shall have the meaning ascribed to them in the
License Agreement.
2.
Termination of License Agreement.
Notwithstanding section 9.1 to the License Agreement, the Parties
hereby terminate the License Agreement, effective as of the date
hereof (the “Effective Date” ).
3.
Consequences of Termination.
3.1 As
of the Effective Date the License shall terminate and Licensee
shall immediately cease manufacturing, promoting, distribution,
sales and marketing of the Product.
