AMENDMENT TO TERMINATION AGREEMENT
EXHIBIT 10.4
AMENDMENT TO TERMINATION AGREEMENT
This Amendment to Termination Agreement (the “Amendment”) dated as of May 7, 2009 (the
“Effective Date”) is an amendment to the Termination Agreement dated as of June 7, 2007 (the
“Termination Agreement”), which in turn was a termination of the Development, Commercialization and
Marketing Agreement (the “Agreement”) dated as of December 23, 2002 by and between Altus
Pharmaceuticals Inc. (the successor in interest to Altus Biologics Inc.), a Delaware corporation,
with its principal office at 000 Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000 XXX (“ALTUS”) and Xx. Xxxx
Pharma GmbH, a German corporation, with its principal office at Xxxxxxxxxxxxxxxxxx 0, 00000
Xxxxxxxx Xxxxxxx (“XXXX”).
BACKGROUND
The Parties have agreed to alter the payments due from ALTUS to XXXX under Section 1.2 of the
Termination Agreement. This Amendment sets forth the terms and conditions applicable to such
alteration. All capitalized terms not expressly defined in this Amendment shall have the meaning
assigned to them in the Termination Agreement and Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
1. Payments. The parties acknowledge that the payments provided for in Sections 1.2.1 and
1.2.2 have been made. ALTUS agrees to make an additional payment to XXXX in the amount of One
Million Eight Hundred Thousand Euros (€1,800,000) within ten 10 days of the execution of this
Amendment by both parties. ALTUS’ obligation to make the payments provided for in Sections 1.2.3
and 1.2.4 of the Termination Agreement is hereby canceled.
2. Due Authority. Each Party represents and warrants that it possesses the requisite
corporate right, power and authority to execute and deliver this Amendment.
3. Termination Agreement. Except as amended hereby, the provisions of the Termination
Agreement remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Termination Agreement as of the date
set forth above.
ALTUS PHARMACEUTICALS, INC. | ||||||
By: | /s/ Xxxxxx X. Xxxxx, Xx | |||||
Name: | Xxxxxx X. Xxxxx, Xx. | |||||
Title: | Vice President, Finance and Treasurer | |||||
Date: May 7, 2009 | ||||||
XX. XXXX PHARMA GMBH | ||||||
By: | /s/ Xxxxxx Xxxx | |||||
Name: | Xxxxxx Xxxx | |||||
Title: | Managing Director | |||||
Date: May 7 ,2009 |
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