TERMINATION AND RELEASE AGREEMENT
EXHIBIT 10.1
THIS
TERMINATION AND RELEASE AGREEMENT (the “Agreement”), dated as of September
29, 2020 (the “Effective
Date”), is by and between by and between Palatin
Technologies, Inc., a New Jersey corporation, with a place of
business at 0-X Xxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx, XXX 00000
(“Palatin”), and
Catalent Belgium S.A., a Belgian company, with a place of business
at Xxx Xxxx Xx. Xxxxxx, 00 Xxxx Xxxxxxxx X-0000, Neder over
Heembeek, Belgium (“Catalent”).
RECITALS
A. Palatin and
Catalent entered into that certain Commercial Supply Agreement
dated June 10, 2016, as amended (the “Commercial Supply Agreement”),
pursuant to which Catalent provides manufacturing and supply
services to Palatin related to production of Bremelanotide (the
“Product”).
B. Pursuant to the
Commercial Supply Agreement, Palatin has a Minimum Requirement to
purchase a certain amount of Product during each Contract
Year.
C. The Parties
anticipate that, based on current projections, Palatin may be
obligated to pay excess of Eleven Million Euros
(€11.000.000,00) over the next few Contract Years due to
shortfall of projected orders against the Minimum
Requirement.
D. In consideration
for a one-time settlement payment relating to the projected Minimum
Requirement shortfall, the Parties now desire to terminate the
Commercial Supply Agreement by mutual agreement, in accordance with
the terms and conditions set forth in this Agreement.
AGREEMENT
In
consideration for the mutual promises and releases set forth
herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties,
Catalent and Palatin hereby agree as follows:
1.
Settlement
Payment. Within
thirty (30) days following the Effective Date, Palatin shall pay to
Catalent Six Million Euros (€6.000.000,00) as a one-time
settlement payment under this Agreement, which shall be
non-refundable and payable against an invoice rendered by Catalent
on or after the Effective Date. In consideration for the foregoing
settlement payment, Catalent agrees to terminate the Commercial
Supply Agreement as set forth in Section 2 below.
2.
Termination of
Commercial Supply Agreement. Effective upon Catalent’s
receipt of the settlement payment described in Section 1, the
Commercial Supply Agreement shall terminate by mutual agreement of
the parties with respect to all obligations other than those that
survive pursuant to Section 16.5 of the Commercial Supply
Agreement.
3.
Mutual
Release. For good and valuable consideration, the adequacy
of which is acknowledged, effective upon Catalent’s receipt
of the settlement payment described in Section 1, each party hereby
irrevocably and unconditionally covenants not to xxx and releases,
quits and forever discharges the other party and all of such
party’s stockholders, directors, officers, employees, agents,
representatives, attorneys, successors and assigns, and any of its
parent and affiliated companies and all persons acting by, through,
under or in concert with any of them (collectively the
“Releasees”) from any and
all complaints, claims, charges, liabilities, obligations,
promises, agreements, contracts, suits, costs, debts, fees
(including, but not limited to, any claims for attorneys’
fees), expenses, sums of money, and causes of action of any nature
whatsoever, whether known or unknown at this time (collectively,
“Claims”) to the extent
arising out of or relating to the Commercial Supply Agreement, the
Minimum Requirement, the settlement payment, any other Claims with
respect to the Product, except for (a) any Claim to enforce this
Agreement and (b) any Claim arising under Section 13 of the
Commercial Supply Agreement or for which a party is entitled to
indemnification under Section 13 of the Commercial Supply
Agreement.
4.
Confidentiality.
The parties agree to keep strictly confidential the existence and
terms of this Agreement and the discussions and negotiations
relating to this Agreement, together with any related
correspondence or documents save for (a) any disclosures required
by law or any regulatory body whose rules a party (or its parent
company) is bound to adhere; and (b) to the extent necessary to
enforce this Agreement.
5.
Further
Assurances. The parties agree to execute, acknowledge and
deliver such further instruments and to take all such other
incidental acts as may be reasonably necessary or appropriate to
carry out the purpose and intent of this Agreement.
6.
Entire
Agreement. This Agreement constitutes and contains the
entire agreement and understanding between the parties concerning
the subject matter hereof, and supersedes all prior negotiations,
proposed agreements or understandings, if any, by and among the
parties concerning the subject matter hereof.
7.
Modification.
This Agreement may be modified only in a written document signed by
an authorized representative on behalf of each party.
8.
Assignment;
Successors and Assigns. This Agreement may not be assigned,
whether in whole or in part, by a party (acting in its sole
discretion) without the prior written consent of each other party
(which consent shall not be unreasonably withheld). This Agreement
shall inure to the benefit of and be binding on each of the parties
and their respective successors and assigns.
9.
Governing
Law. This Agreement shall be interpreted and construed in
accordance with the laws of the State of New Jersey, without
application of its conflict of laws provisions.
10.
Counterparts.
This Agreement may be executed in two or more counterparts, each of
which will be deemed an original but all of which together will
constitute one and the same instrument. Delivery of an executed
counterpart of this Agreement by fax or e-mail in an image format
(e.g., .pdf file) shall be as effective as delivery of a manually
executed counterpart of this Agreement.
[Signature page follows]
IN
WITNESS WHEREOF, the parties have caused their authorized
representatives to execute this Agreement as of the Effective
Date.
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CATALENT BELGIUM S.A.
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PALATIN TECHNOLOGIES, INC.
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By:
/s/ Wim Blendeman
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By:
/s/ Xxxxxxx X. Xxxxx
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Name: Wim Blendeman
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Name:
Xxxxxxx X. Xxxxx
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Title:
General Manager
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Title:
CFO
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