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Dear Xxxx,
As we have discussed, Merck Frosst Canada & Co. ("Merck") and NitroMed, Inc ("NitroMed") have mutually agreed to terminate the Research Collaboration and License Agreement dated December 12, 2002 (the "Agreement"). The termination is related to Merck's voluntary worldwide withdrawal of VIOXX and the termination of the Phase II clinical trial of NO-VIOXX due to safety issues with VIOXX.
Accordingly, Merck and NitroMed have reached the following agreement:
- 1.
- Notwithstanding
the provisions of Article 8 of the Agreement, Merck and NitroMed agree that the Agreement shall terminate effective as of the date this letter is countersigned
by NitroMed. As a result of such termination, (i) all rights and licenses granted by NitroMed to Merck under Patent Rights, NitroMed Information and Inventions, NitroMed's rights to Joint
Information and Inventions and NitroMed Know-How and (ii) all obligations of the Parties except as specifically provided in this letter, shall terminate as of the date this letter
is countersigned by NitroMed.
- 2.
- In
consideration for NitroMed's agreement to termination of the Agreement, Merck shall pay NitroMed for the FTE's that Merck was obligated to pay for through the end of the Research
Term. As a result, Merck shall pay Nitromed, within ten (10) business days after the effective date of the Agreement termination as provided in paragraph 1, one million eight hundred
thousand U.S. dollars ($US 1.8 million).
- 3.
- Within
thirty (30) days after the effective date of the Agreement termination as provided in paragraph 1, Merck and NitroMed shall each provide to the other party a final
written report containing the information set forth in Section 2.6.3 of the Agreement.
- 4.
- Merck
and NitroMed will hold a final face to face meeting on a mutually agreeable date prior to December 31, 2004 to review the clinical studies and the research program.
- 5.
- With
regard to expenses incurred in the filing, prosecution and maintenance of the XXX-2 Compound Specific Patent Rights between the Agreement termination date and
December 31, 2005 that are reimbursable by Merck pursuant to Section 7.1(e) of the Agreement, NitroMed shall submit to Merck invoices of such expenses pursuant to the provisions of
Section 7.1(e) of the Agreement, and Merck shall remit to NitroMed such reimbursable amounts within 30 days after receipt of such invoice. Merck shall bear no responsibility for any such
expenses incurred by NitroMed after December 31, 2005.
- 6.
- The
provisions of the Agreement set forth in Section 8.4 of the Agreement shall survive termination of the Agreement.
- 7.
- All capitalized terms in this letter agreement that are not defined herein shall have the meaning provided in the Agreement.
Despite the unfortunate circumstances resulting in the termination of this collaboration, it has been a pleasure to work with NitroMed over the past 2 years. We look forward to another opportunity to collaborate together.
Sincerely,
/s/ XXXX XXXXXX
If the above reflects the understanding of Nitromed regarding the termination of the Agreement, please countersign below and send one original signed copy of this letter to me.
NitroMed, Inc.
By: |
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Name: Title: |
