EXHIBIT 10.2
TERMINATION AGREEMENT
This Agreement (the "Termination Agreement") made this 1st day of November 2001,
is entered into by and between The Medicines Company, a Delaware corporation
with its principal place of business at One Cambridge Center, Cambridge,
Massachusetts 02142 (the "Company"), and Stack Pharmaceuticals, Inc, a Delaware
corporation with its principal place of business at 5 Sylvan Way, Parsippany,
New Jersey 07054 ("SPI").
WHEREAS, the Company and SPI (together, the "Parties") are parties to that
certain Services Agreement dated April 1, 2000, as amended (the "Services
Agreement"), by and between the Company and SPI pursuant to which SPI provides
requested infrastructure, consulting, advisory and related services to the
Company;
WHEREAS, the Parties desire to terminate the Services Agreement; and
WHEREAS, SPI desires to assign to the Company, and the Company desires to
acquire from SPI, certain furniture, equipment and other property;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the Parties agree as follows:
1. Termination of Agreement. The Parties agree that upon the date hereof,
the Services Agreement shall terminate and be of no further force or
effect; provided however that Sections 5 and 7 (and Sections 9 through
15 to the extent applicable to Sections 5 and 7) shall survive the
termination of the Services Agreement.
2. Assignment of Lease. The Parties acknowledge and agree that the Lease
dated February 28, 2000 between SPI and Mack-Cali Morris Realty LLC has
been assigned and assumed by the Company effective as of the date
hereof in accordance with the terms of, and pursuant to, that certain
Assignment and Assumption of Lease dated October 18, 2001 by and
between the Parties.
3. Sale of Furniture and Equipment.
(a) For and in consideration of the payment by the Company to SPI
of the Purchase Price (as defined below), SPI hereby sells,
transfers, conveys, and assigns to the Company all of SPI's
right, title and interest to the furniture, equipment and
other property set forth on Exhibit A hereto (the "Purchased
Property").
(b) In connection with the Company's purchase of the Purchased
Property from SPI, the Company hereby agrees to pay SPI
$71,032.06 (the "Purchase Price").
(c) SPI hereby represents to the Company that it is the true and
lawful owner, and has good title to, all of the Purchased
Property, free and clear of any security interest or other
encumbrance, and that upon the sale and purchase contemplated
by this
Section 3, the Company will become the true and lawful owner
of, and will receive good title to, the Purchased Property,
free and clear of any security interest or other encumbrance.
(d) At any time and from time to time after the date hereof, at
the request of the Company and without further consideration,
SPI shall execute and deliver such instruments of sale,
transfer, conveyance and assignment and take such actions as
the Company may reasonably request to more effectively
transfer, convey and assign to the Company, and to confirm the
Company's rights to, title in and ownership of, the Purchased
Property and to place the Company in actual possession and
operating control thereof.
4. Miscellaneous
(a) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original,
but all of which shall be one and the same document.
(b) Governing Law. This Agreement shall be construed, interpreted
and enforced in accordance with the laws of the State of New
Jersey.
(c) Successors and Assigns. This Termination Agreement shall be
binding upon each Party and its successors and assigns and
shall inure to the benefit of the other Party and its
successors and assigns, including any entity with which or
into which such Party may be merged or which may succeed to
its assets or business.
(d) Entire Agreement. This Termination Agreement constitutes the
entire agreement between the Parties and supersedes all prior
agreements and understandings, whether written or oral,
relating to the subject matter of this Termination Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year set forth above.
THE MEDICINES COMPANY
By: /s/ Clive Meanwell
-------------------------
Clive A. Meanwell
Title: Chairman
STACK PHARMACEUTICALS, INC.
By: /s/ David M. Stack
-------------------------
David M. Stack
Title: President
Exhibit A
Purchased Property
Computers and Computer Equipment; and
Furniture and Interior Furnishings, to be agreed upon.