TERMINATION AGREEMENT

EX-10.98 5 dex1098.htm TERMINATION AGREEMENT - MEDICAL FUTURES, INC. Termination Agreement - Medical Futures, Inc.

Exhibit 10.98

TERMINATION AGREEMENT

THIS AGREEMENT for the termination (“Termination Agreement”) of certain agreements by and between Anesiva, Inc., a Delaware corporation, having a principal place of business at 400 Oyster Point Boulevard, Suite 502, South San Francisco, California 94080 (“Anesiva”), and Medical Futures, Inc., an Ontario corporation, having a principal place of business at 16 Sims Crescent, Richmond Hill, ON L4B 2P1, Canada (“MFI”) dated November 17, 2007 is made and entered into as of the 20th day of October, 2009 (the “Effective Date”). Anesiva and MFI may be referred to individually herein as a “Party” and collectively as the “Parties.”

WHEREAS, Anesiva and MFI are parties to a License and Distribution Agreement dated November 17, 2007 (“the License Agreement”); and

WHEREAS, Anesiva and MFI wish to terminate the License Agreement as mutually agreed upon and detailed herein.

NOW, THEREFORE, the Parties in consideration of the mutual undertakings and covenants contained herein and parties hereto, intending to be legally bound and for good and valid consideration, hereby agree as follows:

 

  1. The License Agreement is hereby terminated as of the Effective Date.

 

  2. Within fifteen (15) days after the closing of the merger by and between Anesiva, Inc. and Arcion Therapeutics, Anesiva shall pay MFI the sum of Forty Five Thousand United States Dollars (US $45,000).

 

  3. Within thirty (30) days of the Effective Date, MFI will be responsible for terminating any agreements entered into with Affiliates or other parties pursuant to the License Agreement.

 

  4. Upon the Effective Date, each Party will immediately release and discharge the other Party, and all of its Affiliates, from any and all of its obligations and responsibilities, whether known or unknown, under the License Agreement.

 

  5. Any and all confidential and/or proprietary information disclosed pursuant to the License Agreement and covered by the Confidential Disclosure Agreement entered into by the Parties on August 27, 2007 and made, by reference, part of the License Agreement shall be extended for a term of five (5) years following the Effective Date of this Termination Agreement.

 

  6. The Parties agree that this Termination Agreement shall be governed by and construed in accordance with the laws of the State of California.

 

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  7. Each Party represents and warrants that it is fully authorized to enter into this Termination Agreement and to carry out the obligations provided for herein.

 

  8. This Termination Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute a single instrument.

 

  9. This Termination Agreement constitutes the entire agreement of the parties concerning the subject matter hereof, superseding all prior and contemporaneous proposals, negotiations, communications and agreements, written or oral, with respect to the subject matter of this Termination Agreement.

IN WITNESS WHEREOF, the Parties, have authorized and executed this Termination Agreement the date and year first written above.

 

Executed by      Executed by
MEDICAL FUTURES, INC.      ANESIVA, INC.
16 Sims Crescent, Suite 29      400 Oyster Point Boulevard, Suite 502
Richmond Hill      South San Francisco, CA 94080
ON l4B 2P1     
Canada     

/s/ Par Nijhawan, MD

     

/s/ John H. Tran

Name: Par Nijhawan, MD

     

Name: John H. Tran

Title:   Medical Director,     

Title:   VP, Finance & Chief Accounting

            New Business Development     

 

MFI TERMINATION AGREEMENT    PAGE 2 OF 2