Neurobiological
Technologies, Inc.
2000 Powell Street, Suite 800
Emeryville, California 94608
USA
(hereinafter
called “NTI”)
Nordmark
Arzneimittel GmbH & Co. KG
Pinnauallee 4
25436 Uetersen
Germany
(hereinafter
called “Nordmark”)
(NTI and
Nordmark are individually referred to as “Party”
and collectively as “Parties”)
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1.
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Whereas , the Parties have entered into a
Cooperation and Supply Agreement on March 1, 2005 relating to
the performance of certain services by Nordmark for NTI, the
manufacture of the active pharmaceutical ingredient Ancrod, derived
from the raw venom of the Malayan pit viper, and the supply of
Ancrod to NTI.
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2.
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Whereas , the Parties have entered into an
additional Agreement on the Establishment of a Snake Farm and
Purification Unit on January 18, 2006 and into an Amendment to
the Snake Farm Agreement on July 5, 2006.
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3.
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Whereas , NTI initiated clinical trials with
an investigational medicinal product containing Ancrod as the
active pharmaceutical ingredient.
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4.
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Whereas , following an interim analysis, NTI
has discontinued the clinical trials due to lack of therapeutic
efficacy.
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5.
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Whereas , Nordmark has erected on its
premises a snake farm now containing approximately one thousand
(1,000) Malayan pit vipers and a purification unit.
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6.
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Whereas , the Parties have come to the
conclusion that now it is in the best interest of both Parties to
agree on the termination of the existing agreements and to
terminate their existing contractual relationships under the
conditions laid down in this Termination Agreement.
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Now,
therefore, the Parties agree as follows
Art. 1
Termination of Agreements
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1.1
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The Cooperation and Supply
Agreement of March 1, 2005 (the “Cooperation
Agreement”) and the Agreement on the Establishment of a Snake
Farm and Purification Unit of January 18, 2006, including its
Amendment of July 5, 2006, (the “Snake Farm
Agreement”, and, together with the Cooperation Agreement, the
“Agreements”), are hereby terminated and shall be of no
further effect as of April 30, 2009, subject to the
fulfillment by each Party of its obligations in this Termination
Agreement.
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1.2
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Any capitalized terms not defined
and used herein shall have the meanings given such terms in either
the Cooperation Agreement or the Snake Farm Agreement.
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Art. 2
Transfer of Property
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2.1
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Subject to Art. 2.2, the right,
title and interest in and to all property under the Agreements that
is owned by NTI, including all snakes, the purification unit and
the related equipment is hereby transferred to Nordmark.
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2.2
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Nordmark acknowledges that,
pursuant to that certain Exclusive License Agreement between Abbott
Laboratories and Empire Pharmaceuticals, Inc. dated March 29,
2002, as amended, NTI (as successor to Empire Pharmaceuticals,
Inc
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