Exhibit 10.94
ANESIVA, INC.
Lau, Yat Ming
WANBANG BIOPHARMACEUTICAL CO.,
LTD.
And
WANBANG ANESIVA (JIANGSU) BIOTECH
CO., LTD.
TERMINATION AGREEMENT
July 3, 2009
This Termination Agreement (hereinafter the
“ Agreement ”) is made and entered into as of
July 3, 2009 by and among:
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1.
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Anesiva,
Inc., (hereinafter
“Anesiva” ) a company incorporated under the
laws of Delaware, the principal office of which is at 650 Gateway
Boulevard, South San Francisco, California 94080, United
States;
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2.
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Lau, Yat
Ming, a Hong Kong citizen
with ID number of H025782(8), whose address is at Flat A1807, King
Lai Hse, Shan King Est, Tuen Men, New Territories, Hong
Kong;
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3.
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Wanbang
Biopharmaceutical Co., Ltd., (hereinafter “Wanbang” )?a
joint stock company incorporated under the laws of the
People’s Republic of China (hereinafter the
“PRC”, for the purpose of this Agreement, exclusive of
Taiwan, Hong Kong and Macau), the principal office of which is at
No.6, Yangshan Road, Jinshanqiao Economic Development Zone, Xuzhou
of Jiangsu Province, China;
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4.
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Wanbang
Anesiva (Jiangsu) Biotech Co., Ltd. , (hereinafter the “CJV” ), a
cooperative joint venture incorporated under the laws of the PRC,
the principal office of which is at South Part of Dongshan,
Jinshanqiao Economic Development Zone, Xuzhou of Jiangsu Province,
China.
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The foregoing parties collectively,
the “ Parties ”, and each a “ Party
”.
RECITALS
Whereas, Anesiva, Lau, Yat Ming and Wangbang have entered
into a Cooperative Joint Venture Contract (hereinafter the “
CJV Contract ”) on October 11, 2007 for the
establishment of the CJV to produce the Zingo products, pursuant to
which, (1) Anesiva owns 49% of the equity of the CJV, Lau, Yat
Ming owns 1% and Wanbang owns the remaining 50%, (2) as the
cooperation conditions, a technology license agreement, a supply
agreement and a quality agreement will be entered into by and
between the CJV and Anesiva, and (3) Anesiva, Lau, Yat Ming
and Wanbang may mutually agree in writing to terminate the CJV
Contract at any time;
Whereas, the CJV and Anesiva have entered into a
Technology License Agreement (hereinafter the “ License
Agreemen t”) on August 6 th ,
2008, pursuant to which, Anesiva grants a non-sublicenseable,
non-transferable and non-divisible license to the CJV within the
PRC, to use the “Zingo” trademark and the patents set
forth in the Exhibit A of the License Agreement solely to
manufacture and export the Zingo Products defined in the License
Agreement for purchase by Anesiva or other buyers approved in
writing by Anesiva, and the License Agreement shall continue in
effect until the expiration or termination of the CJV Contract or
the Supply Agreement;
Whereas, the CJV and Anesiva have entered into a Quality
Agreement on July 16 th ,
2008?which sets forth the quality standards and quality
responsibilities for the Zingo Products defined in the Quality
Agreement for purchase by Anesiva;
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Whereas, Anesiva does not plan to supply Zingo Products
or engage in any Zingo-related businesses any more in the future
and plans to sell all the Zingo-related assets and businesses,
including but without limitation, the United States market rights,
the United States regulatory package and global intellectual
property rights (hereinafter “ Zingo Assets ”),
to any potential acquirer on a worldwide basis (hereinafter “
Zingo Sale ”);
Whereas, the Parties intend to dissolve and liquidate the
CJV and terminate all rights and obligations under the CJV
Contract, the License Agreement, the Quality Agreement and other
any other agreements among Anesiva, Lau, Yat Ming, and Wanbang, or
between Anesiva and the CJV (collectively referred to as “
Original Agreements ”).
Now therefore, upon mutual and
amicable discussions and negotiations, the Parties have reached the
following agreements:
The Parties hereby mutually agree to
terminate the Original Agreements and subject to the conditions set
forth herein. All the terms and provisions in the Original
Agreements shall be terminated with immediate effect upon the
execution o
