Termination and Release Agreement
Exhibit 10.1
to the
Commercial Supply Contract
between
Prothena Biosciences Limited (formerly Prothena Therapeutics Limited)
Adelphi Plaza
Upper George's Street
Xxx Xxxxxxxxx
Xx. Xxxxxx
X00 X000
Xxxxxxx
(“Customer“)
and
Xxxxxxxxxx Biopharma XX
Xxxxx-Xxxxxxxxxx-Xxxxxx 00,
00000 Xxxxxxxx,
Xxxxxxx
(“Xxxxxxxxxx“)
Customer and Xxxxxxxxxx each referred to as a “Party” and collectively as the “Parties”.
WHEREAS, Xxxxxxxxxx and Customer entered into a Commercial Supply Contract, effective November 9, 2016, relating to the commercial supply of Product (the “CSC”).
WHEREAS, Customer has decided to discontinue the development of the Product.
WHEREAS, Customer and Xxxxxxxxxx wish to document the Parties’ agreement with respect to early termination of the CSC.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:
1. | The capitalized terms used in this Termination and Release Agreement shall have the meaning as defined herein or, as applicable, the same meaning as defined in the CSC. |
2. | Notwithstanding any of the terms and conditions of the CSC, Prothena hereby agrees to pay EURO 4,100,000 (four point one million EURO; the “Termination Fee”) in full and final settlement of any and all remaining payments owed by Prothena under the CSC, including without limitation, any and all Exit Fees. Xxxxxxxxxx shall submit an invoice for such Termination Fee to Prothena, and Prothena shall pay such Termination Fee within 15 days after receipt of such invoice. |
3. | Notwithstanding any of the terms and condition of the CSC, upon Rentscher’s receipt of the Termination Fee, |
a. | the CSC shall be deemed terminated; and |
x. | Xxxxxxxxxx hereby releases and discharges Prothena from any and all claims, causes of action, demands, damages, liabilities or expenses under the CSC, including without limitation, any and all Exit Fees. |
4. | The provisions of Section 16 (Documents), 17 (Confidentiality) (for the period set forth therein), and 24-32 shall survive termination of the CSC. |
5. | This Termination and Release Agreement shall be effective shall mean the date on which the Agreement is executed by the duly authorized representatives of each of the Parties hereto. If the Agreement is not executed by all Parties on the same date, the last date of execution shall be the effective date (the “Termination and Release Agreement Effective Date”). |
Signature page follows.
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6. | Signature page |
IN WITNESS WHEREOF, the Parties have executed this Termination and Release Agreement as of the date below.
Xxxxxxxxxx Biopharma SE Date: 19/7/18 Signature: /s/ Xxxxx Xxxxxxx Name: Xx. Xxxxx Xxxxxxx Position: CEO, Xxxxxxxxxx Biopharma XX | Xxxxxxxxxx Biopharma SE Date: 19.07.2018 Signature: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Position: CFO, Xxxxxxxxxx Biopharma SE | |
Prothena Biosciences Limited Date: July 20, 2018 Signature: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Position: Director | If second signature is required: Date: _________________________ Signature: _________________________ Name: _________________________ Position: _________________________ | |
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