Exhibit 10.93
TERMINATION
AGREEMENT
T HIS A GREEMENT for the termination (“Termination
Agreement”) of certain agreements by and between Anesiva,
Inc., a Delaware corporation, having a principal place of business
at 400 Oyster Point Boulevard, Suite 502, South San Francisco,
California 94080 (“Anesiva”), and Sagent
Pharmaceuticals, Inc., a Wyoming corporation, having a principal
place of business at 1901 North Roselle Road, Schaumburg, IL 60195
(“Sagent”) dated October 9, 2007 is made and
entered into as of the 20 th day of May, 2009 (the “Effective
Date”). Anesiva and Sagent may be referred to individually
herein as a “Party” and collectively as the
“Parties.”
WHEREAS, Anesiva and Sagent are parties to a Promotional
Agreement dated October 9, 2007 (“the Promotional
Agreement”); and
WHEREAS, Anesiva and Sagent are parties to a Quality
Agreement dated October 9, 2007 (“the Quality
Agreement”); and
WHEREAS, Anesiva and Sagent wish to terminate the
Promotional and Quality Agreements as mutually agreed upon and
detailed herein.
NOW, THEREFORE,
the Parties hereto agree as
follows:
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1.
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The Promotional
Agreement and the Quality Agreement are hereby terminated as of the
Effective Date.
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2.
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In
consideration for the termination of the Promotional Agreement
pursuant hereto, Sagent will retain the set-up fee as described in
Section 4.1 of the Promotional Agreement and any other fees
Anesiva has paid to Sagent under the Promotional
Agreement.
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3.
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With the
exception of fees already paid by Anesiva pursuant to the
Promotional Agreement, Sagent releases Anesiva from any and all
additional liabilities and obligations of Anesiva pursuant to
Section 4.2 of the Promotional Agreement.
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4.
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Upon the
Effective Date, Anesiva will no longer be liable for any royalty
payments and Sagent will release Anesiva of any additional
liabilities due under Sections 4.3 and 4.4 of the Promotional
Agreement.
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5.
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Upon the
Effective Date, Sagent will be responsible for terminating any
agreements entered into with Affiliates or other parties pursuant
to the Promotional Agreement within thirty (30) days of the
Effective Date including, but not limited to, the agreements listed
in Exhibit A.
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T
ERMINATION A GREEMENT
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P AGE 1 OF
4
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6.
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Upon the
Effective Date, each Party will immediately release and discharge
the other Party, and all of its Affiliates, from any and all of its
obligations and responsibilities under the Promotional Agreement
and the Quality Agreement.
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7.
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The Parties
agree that this Termination Agreement shall be governed by and
construed in accordance with the laws of the State of
California.
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8.
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Each Party
represents and warrants that it is fully authorized to enter into
this Termination Agreement and to carry out the obligations
provided for herein.
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9.
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This
Termination Agreement may be executed in two or more counterparts,
each of which shall constitute an original, but all of which, when
taken together, shall constitute a single instrument.
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10.
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This
Termination Agreement constitutes the e
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