Amendment to Termination Agreement between Altus Pharmaceuticals Inc. and Dr. Falk Pharma GmbH (May 7, 2009)
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Summary
Altus Pharmaceuticals Inc. and Dr. Falk Pharma GmbH have amended their previous Termination Agreement. Under this amendment, Altus will make an additional payment of €1,800,000 to Dr. Falk Pharma within ten days of signing. In return, Altus is released from certain future payment obligations under the original agreement. All other terms of the Termination Agreement remain unchanged. Both parties confirm they have the authority to enter into this amendment, which is effective as of May 7, 2009.
EX-10.4 5 b75160apexv10w4.htm EX-10.4 AMENDMENT TO TERMINATION AGREEMENT DATED MAY 7, 2009 BETWEEN THE REGISTRANT AND DR. FALK PHARMA GMBH exv10w4
EXHIBIT 10.4
AMENDMENT TO TERMINATION AGREEMENT
This Amendment to Termination Agreement (the “Amendment”) dated as of May 7, 2009 (the “Effective Date”) is an amendment to the Termination Agreement dated as of June 7, 2007 (the “Termination Agreement”), which in turn was a termination of the Development, Commercialization and Marketing Agreement (the “Agreement”) dated as of December 23, 2002 by and between Altus Pharmaceuticals Inc. (the successor in interest to Altus Biologics Inc.), a Delaware corporation, with its principal office at 610 Lincoln Street, Waltham, MA 02451 USA (“ALTUS”) and Dr. Falk Pharma GmbH, a German corporation, with its principal office at Leinenweberstrasse 5, 79041 Freiberg Germany (“FALK”).
BACKGROUND
The Parties have agreed to alter the payments due from ALTUS to FALK under Section 1.2 of the Termination Agreement. This Amendment sets forth the terms and conditions applicable to such alteration. All capitalized terms not expressly defined in this Amendment shall have the meaning assigned to them in the Termination Agreement and Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
1. Payments. The parties acknowledge that the payments provided for in Sections 1.2.1 and 1.2.2 have been made. ALTUS agrees to make an additional payment to FALK in the amount of One Million Eight Hundred Thousand Euros (€1,800,000) within ten 10 days of the execution of this Amendment by both parties. ALTUS’ obligation to make the payments provided for in Sections 1.2.3 and 1.2.4 of the Termination Agreement is hereby canceled.
2. Due Authority. Each Party represents and warrants that it possesses the requisite corporate right, power and authority to execute and deliver this Amendment.
3. Termination Agreement. Except as amended hereby, the provisions of the Termination Agreement remain in full force and effect.
[Signatures on next page]
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IN WITNESS WHEREOF, the parties hereto have executed this Termination Agreement as of the date set forth above.
| ALTUS PHARMACEUTICALS, INC. | ||||||
| By: | /s/ Thomas J. Phair, Jr | |||||
| Name: | Thomas J. Phair, Jr. | |||||
| Title: | Vice President, Finance and Treasurer | |||||
| Date: May 7, 2009 | ||||||
| DR. FALK PHARMA GMBH | ||||||
| By: | /s/ Ursula Falk | |||||
| Name: | Ursula Falk | |||||
| Title: | Managing Director | |||||
| Date: May 7 ,2009 | ||||||
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