EXHIBIT 10.16
TERMINATION AGREEMENT
This Termination Agreement dated as of October 4, 1999 is entered into by
and between:
Hologic, Inc., a Massachusetts corporation, having a place of business at
00 Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000-0000 ("Hologic") and
Vivid Technologies, Inc., a Delaware corporation, (f/k/a Vivitech, Inc,),
having a place of business at 00X Xxxxxxxx Xxx, Xxxxxx, XX 00000 ("Vivid").
CONSIDERATION UNDERLYING THIS AGREEMENT
WHEREAS, the parties entered into a License and Technology Agreement dated
as of June 22, 1989, as amended by a First Amendment to License and Technology
Agreement dated as of September 25, 1996 (as so amended, the "License
Agreement"); and
WHEREAS, Vivid and EG&G, Inc. have entered into an Agreement and Plan of
Merger dated October 4, 1999, ("Merger Agreement"), pursuant to which Vivid will
merge with a subsidiary of EG&G, Inc. and become wholly owned subsidiary of
EG&G, Inc. (the "Merger"); and
WHEREAS, the Parties which to provide for termination of the License
Agreement upon consummation of the Merger ("Effective Date"); and
NOW THEREFORE, in consideration of the premises and of the mutual covenants
and agreements contained herein, and intending to be legally bound, the parties
agree as follows:
1. Capitalized terms used herein and not otherwise defined shall have the
same respective meanings as those terms set forth in the License Agreement.
2. In accordance with paragraph 12(a) of the License Agreement, Hologic and
Vivid mutually agree to terminate the License Agreement, subject to the terms
and conditions of this Agreement.
3. The royalty provision of paragraph 5 of the License Agreement shall be
accelerated as of October 1, 1999 and Vivid shall pay to Hologic on the
Effective Date, by federal funds wire transfer in immediately available funds,
an amount equal to the sum of (i) Two Million Dollars ($2,000,000).
4. As consideration for the payment to Hologic referred to in paragraph 3,
hereof, the perpetual, exclusive, worldwide license to utilize the Base
Technology and Know-how to design, develop, improve, enhance, manufacture,
market and sell the Original Product shall survive this termination and be held
by Vivid as a paid-up, perpetual, exclusive, worldwide license as of October 1,
1999, subject to payment of any royalties accrued for periods ending prior to
said date. All other license rights granted by Hologic to Vivid under the
License Agreement shall terminate on the Effective Date.
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5. The confidentiality provision of paragraph 10, the indemnification
provisions of paragraph 13, and the non-competition provision of paragraph 17 of
the License Agreement shall survive this termination.
6. This Termination Agreement shall only take effect upon the occurrence of
the Effective Date, in the event the Merger is not consummated for any reason on
or before April 30, 2000, Vivid shall be immediately responsible for royalties,
as required under the License Agreement, for the quarters ending December 31,
1999 and March 31, 2000, and the payment referred to in paragraph 3 above shall
be reduced by those amounts (the resulting amount shall be referred to as the
"Net Amount"). The Net Amount shall bear interest at a rate of 9% per annum from
May 1, 2000 until the date paid. In the event the Merger Agreement is terminated
for any reason or the Merger is not consummated by October 30, 2000, this
Termination Agreement shall be null and void and shall have no further force or
effect, Vivid shall provide Hologic with prompt notice of any termination of the
Merger Agreement. In the event this Termination Agreement is terminated, Vivid
shall be responsible for any outstanding royalties under the License Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
HOLOGIC, INC. VIVID TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Title: President & COO Title: Chief Financial Officer
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