EXHIBIT 10.31
Termination Agreement
This Termination Agreement sets forth the terms and conditions upon which
Boehringer Ingelheim International GmbH ("BII") and Transcend Therapeutics, Inc.
("TTI") have agreed to terminate their collaboration with respect to Procysteine
i.v.
On February 28, 1997, BII and TTI entered into a Development and License
Agreement (the "Agreement"). In August 1998, TTI and BII jointly announced
results from the unblinding of the Phase III Clinical Trial evaluating the
intravenous administration of Procysteine for the treatment of ARDS. BI and TTI
have agreed that these results showed Procysteine i.v. is not effective in the
treatment of ARDS. Accordingly, BII and TTI have agreed as follows:
1. BII and TTI agree that the Agreement shall terminate and be of no further
force or effect.
2. Upon termination of the Agreement, (a) all of the rights and obligations of
each party under the Agreement, including the rights and licenses granted to
BII, shall terminate, (b) BII shall have unrestricted access to the data from
the Phase III Clinical Trial of Procysteine i.v. for ARDS, and (c) BII may
use and publish the data from the Phase III Clinical Trial of Procysteine
i.v. for ARDS without the consent of TTI and without obligation to involve,
contact or work with TTI or any of TTI's principal investigators.
3. BII releases TTI from any and all obligation under, or liability arising from
its performance under, the Agreement, and TTI releases BII from any and all
obligation under, or liability arising from its performance under, the
Agreement.
4. Without limiting the generality of the foregoing, BI waives any and all
right to claim, and ackowledges TTI's sole ownership of, (i) the license fee
paid to TTI under section 7.1 of the Agreement and (ii) the proceeds to TTI
from the equity investment made by BI under Section 7.2 of the Agreement.
Notwithstanding the foregoing, BII retain full rights for its shares in TTI.
5. TTI may disclose the terms and conditions of this Termination Agreement in
order to comply with applicable law.
Ingelheim, 02 March 1999 Waltham,
Boehringer Ingelheim International GmbH Transcend Therapeutics, Inc.
ppa. ppa.
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President
Authorised Signatories
