TERMINATION AGREEMENT
Exhibit 10.3
EXECUTION COPY
This TERMINATION AGREEMENT (this “Agreement”), is entered into as of July 2, 2009, by
and among OXiGENE, INC., a Delaware corporation (the “Company”), SYMPHONY ViDA HOLDINGS
LLC, a Delaware limited liability company (“Holdings”), SYMPHONY ViDA INVESTORS LLC, a
Delaware limited liability company (“Investors”), and SYMPHONY ViDA, INC., a Delaware
corporation (the “Symphony Collaboration”).
WHEREAS, the parties hereto entered into that that certain Additional Funding Agreement, dated
as of October 1, 2008 (the “Funding Agreement”);
WHEREAS, simultaneously with the execution of this Agreement, the Company has exercised the
Purchase Option (as defined in that certain Amended and Restated Purchase Option Agreement, dated
as of the date hereof, by and among the Company, Holdings and the Symphony Collaboration (the
“Purchase Option Agreement”)); and
WHEREAS, the parties hereto wish to terminate the Funding Agreement simultaneously with the
Purchase Option Closing (as defined in the Purchase Option Agreement).
NOW THEREFORE, in consideration of the payment of the Purchase Price (as defined in the
Purchase Option Agreement) by the Company to Holdings and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this
Agreement hereby agree as follows:
1. Simultaneously with the Purchase Option Closing, the Funding Agreement shall be terminated
and all obligations of the parties thereunder will thereafter be discharged and forever released;
provided, however, that if the Purchase Option Agreement is terminated in
accordance with its terms prior to the Purchase Option Closing, this Agreement shall terminate and
become null and void ab initio.
2. This Agreement and any claim or controversy related hereto shall be governed by and
construed in accordance with the law of the State of New York without giving effect to the
principles of conflict of laws thereof.
3. This Agreement may be executed by the parties hereto in separate counterparts, each of
which when so executed and delivered shall be an original, but all such counterparts together shall
constitute one and the same instrument. Each counterpart may consist of a number of copies hereof
each signed by less than all, but together signed by all, of the parties hereto. The delivery of
an executed counterpart of this Agreement by facsimile or electronic transmission shall be deemed
to be valid delivery thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.
| OXiGENE, INC. | ||||||
| By: | /s/ Xxxx X. Xxxxxxx | |||||
| Title: Chief Executive Officer | ||||||
| SYMPHONY ViDA, INC. | ||||||
| By: | /s/ Xxxx Xxxxxx | |||||
| Title: Chairman of the Board | ||||||
[Signature Page to Termination Agreement]
| SYMPHONY ViDA HOLDINGS LLC | ||||||
| By: | Symphony Capital Partners, L.P., | |||||
| its Manager | ||||||
| By: | Symphony Capital GP, L.P., | |||||
| its general partner | ||||||
| By: | Symphony GP, LLC, | |||||
| its general partner | ||||||
| By: | /s/ Xxxx Xxxxxx | |||||
| Title: Managing Member | ||||||
| SYMPHONY ViDA INVESTORS LLC | ||||||
| By: | Symphony Capital Partners, L.P., | |||||
| its Manager | ||||||
| By: | Symphony Capital GP, L.P., | |||||
| its general partner | ||||||
| By: | Symphony GP, LLC, | |||||
| its general partner | ||||||
| By: | /s/ Xxxx Xxxxxx | |||||
| Title: Managing Member | ||||||
[Signature Page to Termination Agreement]
