Exhibit 10.14
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Termination Agreement") is entered
into as of this 3rd day of February 2003, but effective as of the Effective Date
as set forth below, by and between INSMED PHARMACEUTICALS, INC., a corporation
organized under the laws of the Commonwealth of Virginia and having a business
address at 0000 Xxxx Xxxxx Xxxxx, Xxxx Xxxxx, Xxxxxxxx 00000 ("Insmed") and
TAISHO PHARMACEUTICAL CO., LTD., a corporation organized under the laws of Japan
and having a business address at 00-0, Xxxxxx 0-xxxxx, Xxxxxxx-xx, Xxxxx,
000-0000 ("Taisho").
WHEREAS, effective July 10, 2000 Insmed and Taisho entered into a
License and Development Agreement ("License Agreement") for the development of
D-chiro-inositol; and
WHEREAS, by Amendment dated September 5, 2002 ("the Amendment") Insmed
and Taisho agreed to amend the License Agreement to release Taisho from any
obligations relating to the use of D-chiro-inositol for the polycystic ovary
syndrome indication and agreed on payments due to Insmed; and
WHEREAS, under the License Agreement as amended by the Amendment Taisho
had the right to terminate the License Agreement upon six months written notice
to Insmed or earlier with the approval of Insmed; and
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WHEREAS, by letter dated September 30, 2002 Taisho notified Insmed of
its intent to terminate the License Agreement in accordance with the terms of
the Amendment; and
WHEREAS Insmed has agreed to an earlier termination subject to the
fulfillment by Taisho of certain obligations which are expressly provided in
this Termination Agreement and are regarded as all and exclusive obligation of
Taisho;
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants and undertakings set forth below and all other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties, Insmed and Taisho hereby agree as follows:
1. Effective upon the date of Insmed's receipt of the payment of
$52,500.00 from Taisho ("the Effective Date"), which represents outstanding
expenses incurred by Insmed for the prosecution and maintenance of relevant
patents in the Territory and was agreed to be paid pursuant to the terms of the
Amendment, the License Agreement will be terminated. The Effective Date shall be
notified in writing to Taisho upon receipt by Insmed of such payment for the
record.
2. Effective as of the Effective Date, Taisho releases, assigns and
transfers to Insmed all rights to the Technical Information, New Intellectual
Property, Licensed Patents, and other intellectual property which are owned by
Insmed and granted by Insmed to Taisho under the License Agreement. Taisho
confirms that there are no Technical Information, New Intellectual Property,
Licensed Patents, and other intellectual property which are obtained from
research
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and/or development under the License Agreement and owned or controlled by Taisho
except for data and materials which are listed in the affixed Attachment which
was prepared through agreement of the parties and which shall be delivered to
Insmed after the execution of this Termination Agreement in order for Insmed to
use them without any payment to Taisho in the world.
3. The provisions of Articles 5 and 10 of the License Agreement
survive the termination of the License Agreement
4. Effective as of the Effective Date, each party releases the other
from any and all obligations, monetary or otherwise, under the License
Agreement, except for the obligations and agreements which are expressly
provided in this Termination Agreement.
IN WITNESS WHEREOF, the parties have caused this Termination Agreement
to be executed by their duly authorized officers as of this 3rd day of February
2003 but effective as of the Effective Date as set forth in this Agreement.
INSMED PHARMACEUTICALS, INC.
By: ___________________________________
Xxxxxxxx Xxxxx, President and CEO
Date: ________________
TAISHO PHARMACEUTICAL CO., LTD.
By: ___________________________________
Xxxxx Xxxxxx, President
Date: ___________________________
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