This Termination Agreement (the
“ Agreement ”), dated as of May 14, 2009, is by
and between CombinatoRx, Incorporated (“ CombinatoRx
”), 245 First Street, Cambridge, MA 02142 and Cystic Fibrosis
Foundation Therapeutics Incorporated (“ CFFT ”),
6931 Arlington Road, Bethesda, MD 20814. CombinatoRx and CFFT are
collectively referred to as (the “ Parties ”) or
individually as (any “ Party ”).
WHEREAS , CombinatoRx and
CFFT are each a party to a Research, Development and
Commercialization Agreement, dated as of May 31, 2006 (the “
Research Agreement ”) pursuant to which CombinatoRx
has performed funded research and development for CFFT pursuant to
a Research Program and Research Plan agreed to by the Parties;
and
WHEREAS , based on a
review of the progress and results of the Research Program by the
Parties, the Parties mutually desire to terminate the Research
Program without cause in accordance with Section 10.4 of the
Agreement, effective August 15, 2009 (the “Effective
Date”).
NOW, THEREFORE , in
consideration of the mutual agreements in this Agreement, and of
other consideration (the receipt and sufficiency of which are
hereby acknowledged), the Parties hereby agree as follows:
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1.
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Termination of Research Program and
Research Agreement . The Research Program and the Research
Agreement are terminated in accordance with Section 10.4 of the
Research Agreement, as of the Effective Date, and the Parties agree
that activities under the Research Program unt
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