EXHIBIT 10.3
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT is made as of March 28, ▇▇▇▇
▇ ▇ ▇ ▇ ▇ ▇ ▇:
OCCULOGIX, INC., a corporation incorporated under the
laws of the State of Delaware
("OCCULOGIX")
- and -
APHERESIS TECHNOLOGIES, INC., a corporation incorporated
under the laws of the State of Florida
("ATI")
WHEREAS OccuLogix Corporation (later Vascular Sciences Corporation and now
OccuLogix) and ATI entered into a distribution services agreement (the "ORIGINAL
DISTRIBUTION SERVICES AGREEMENT"), dated May 1, 2002, pursuant to which ATI has
been providing to OccuLogix, on an exclusive basis, warehousing, order
fulfillment, shipping, billing and customer services;
AND WHEREAS Vascular Sciences Corporation (now OccuLogix) and ATI amended
the Original Distribution Services Agreement by an amendment dated July 30, 2004
(the "AMENDMENT");
AND WHEREAS OccuLogix LLC and ATI wish to terminate the Original
Distribution Services Agreement and the Amendment as of the date hereof;
NOW THEREFORE in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt of
which is hereby acknowledged, OccuLogix and ATI hereby agree as follows:
1. Effective as of the date hereof, the Original Distribution Services
Agreement and the Amendment are hereby terminated and rendered null and
void, save and except for those provisions thereof that are expressly
stated to survive the termination of the Original Distribution Services
Agreement or the Amendment, as the case may be, including without
limitation, the confidentiality obligations contained in Section 11 of the
Original Distribution Services Agreement.
2. For greater certainty, ATI hereby waives the requirement, contained in
Section 1 of the Amendment, for OccuLogix to provide ATI with 30 days'
prior written notice of an intention to terminate the Original
Distribution Services Agreement.
-2-
3. Each of the parties hereto hereby represents and warrants to the other
party that:
(a) it has the corporate power and capacity to enter into, and perform
its obligations under, this Termination Agreement; and
(b) it has taken all necessary action on its part to authorize the
execution and delivery by it of this Termination Agreement and the
performance of its obligations hereunder.
4. Each of the parties hereto hereby agrees to do, execute, acknowledge and
deliver, or to cause to be done, executed, acknowledged and delivered,
such further acts, documents and instruments as may be reasonably
necessary to accomplish the intent of this Termination Agreement.
5. This Termination Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida without regard to the
conflicts of law principles applicable under such laws.
6. This Termination Agreement may be signed by facsimile and in counterpart,
and each such counterpart will constitute an original document, and such
counterparts, taken together, will constitute one and the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Termination
Agreement as of the date first written above.
OCCULOGIX, INC.
By:
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Name: ▇▇▇▇▇▇▇ ▇. Dumencu
Title: Chief Financial Officer and
Treasurer
APHERESIS TECHNOLOGIES, INC.
By:
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
