Exhibit 10.1
Termination
Agreement
This
Termination Agreement is made and entered into as of the 7
th day of July, 2009 (“Termination Effective
Date”) by and between NexMed, Inc., a corporation organized
and existing under the laws of Nevada, NexMed International
Limited, a corporation organized and existing under the laws of
British Virgin Islands (NexMed, Inc. and NexMed International
Limited collectively referred to as “NexMed”) and
Novartis International Pharmaceutical Ltd., a limited company
organized and existing under the laws of Bermuda
(“Novartis”).
WITNESSETH:
WHEREAS, NexMed
and Novartis concluded the License Agreement dated 13
th September, 2005 for NexMed Patent Rights and
NexMed Know-How relating to the NexMed Formulation for Anti-Fungal
Ingredients (“License Agreement”) and an amendment
dated 13 th
February, 2007
(“Amendment”), (“License Agreement” and
“Amendment” collectively referred to herewith as
“Agreement”) and
WHEREAS, the
parties have agreed that it is in the mutual best interest of the
parties to terminate the Agreement.
NOW, therefore,
in consideration of the above premises and mutual covenants herein
contained, the parties hereto agree as follows:
Capitalized
terms used herein not otherwise defined herein shall have the
meaning given such terms in the Agreement.
The Agreement
shall be terminated in accordance with Clause 11.3 of the Agreement
as of the date first set forth above provided however, that Clause
12.5 to be amended and that specifically Clauses 9.1,
9.4, 10, 12.1, 12.2 (other than 12.2(f)), 13.1,13.2,13.5, 14, 15.2,
16.4, 16.5, 16.7, 16.8, 16.9, 16.10 and 16.15 shall survive the
termination of the Agreement. Any other provision of this Agreement
which is expressly or by implication intended to come into or
continue in force on or after termination shall survive termination
of this Agreement. The provisions of Clause 10 (Confidentiality)
shall survive the termination of this Agreement for a period of ten
(10) years.
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In accordance
with the provisions and timelines set forth in Clause 12.2 of the
Agreement, Novartis shall take all actions and provide all
assistance and support as required pursuant to Clause 12.2 of the
Agreement. Notwithstanding the timelines set forth in Clause 12.2
of the Agreement, Novartis will endeavour to provide to NexMed
reports associated with the phase III clinical trials conducted by
or on behalf of Novartis with respect to
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