Exhibit 10.27
TERMINATION
AGREEMENT
This Termination Agreement is dated
effective February 17, 2006 (the “ Termination
Date ”) by and between Nabi Biopharmaceuticals, a
Delaware corporation with an address at 5800 Park of Commerce
Blvd., N.W., Boca Raton, FL 33487 (“ Nabi ”),
and Cambrex Bio Science Baltimore, Inc., a Delaware corporation
with an address at 5901 E. Lombard St., Baltimore, MD 21224
(“ Cambrex ”). Nabi and Cambrex are referred to
herein collectively as the “ Parties.
”
WHEREAS, pursuant to that certain
Manufacturing Agreement dated as of October 9, 2003, as
amended by that certain Amendment to Manufacturing Agreement, dated
as of December 2, 2003 (the “ Manufacturing
Agreement ”) by and between the Parties, Nabi retained
Cambrex as a manufacturer of clinical and commercial quantities of
Drug Substance and purchased from Cambrex manufacturing services to
supply clinical and commercial quantities of such Drug Substance;
and
WHEREAS, although the Parties to
date have each performed their respective obligations pursuant to
the Manufacturing Agreement, the Parties now mutually desire to
terminate the Manufacturing Agreement on the terms and conditions
set forth below;
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows.
1. Capitalized Terms.
Capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Manufacturing Agreement.
2. Termination of
Manufacturing Agreement . Effective immediately upon the
Termination Date, the Parties agree that the Manufacturing
Agreement will be and hereby is canceled and terminated, and shall
be of no further force and effect and the rights and obligations of
each Party thereunder shall terminate; provided ,
however , that the specific provisions of the Manufacturing
Agreement set forth in Section 21.4 thereof and the rights and
obligations contained therein shall survive such termination and
remain binding upon each Party, as applicable.
3. Open
Delivery/Payment. Cambrex confirms and agrees that, except
as set forth in this Section 3, Nabi has satisfied all of its
obligations with respect to any amounts due and payable to Cambrex
pursuant to the Manufacturing Agreement, including, but not limited
to, all payments required to be made pursuant to Section 8
thereof. The Parties further agree that, notwithstanding any
provision in the Manufacturing Agreement to the contrary,
Nabi’s sole remaining payment obligation to Cambrex under the
Manufacturing Agreement (other than a payment obligation that may
arise in the future under Section 18 of the Manufacturing
Agreement) thereunder consists of (a) payment of invoices
relating to Purchase Orders 2500000529, 2500000532, and 2500000534,
such payments to equal $250,000, $402,000 and
$66,666, respecti
