Exhibit 10.1





Exhibit 10.1




TERMINATION AGREEMENT




THIS TERMINATION AGREEMENT (this “Agreement”) effective as of January 7, 2011 (the
“Termination Date”), is entered into between HALOZYME, INC., a California corporation (“Halozyme”),
with its place of business at 11588 Sorrento Valley Road, Suite 17, San Diego, California 92121,
USA, on the one hand, and BAXTER HEALTHCARE CORPORATION, a Delaware corporation, with its principal
place of business at One Baxter Parkway, Deerfield, Illinois 60015-4633, USA, and BAXTER HEALTHCARE
S.A., a Swiss corporation, with its principal place of business at Hertistrasse 2, 8304
Wallisellen, Switzerland (together with their respective Affiliates, collectively, “Baxter”), on
the other hand, with respect to the following facts:



A. Baxter and Halozyme entered into the Amended and Restated Development and Supply Agreement
dated February 13, 2007 (the “Development and Supply Agreement”).



B. Baxter and Halozyme entered into the Amended and Restated Exclusive Distribution Agreement
dated February 13, 2007 (the “Exclusive Distribution Agreement”).



C. Baxter and Halozyme entered into the Amended and Restated Quality Agreement dated February
13, 2007 (the “Quality Agreement”).



D. Baxter and Halozyme entered into the EnhanzeTM License and Collaboration Agreement dated
February 13, 2007 (the “License and Collaboration Agreement” and, collectively with the Development
and Supply Agreement, the Exclusive Distribution Agreement and the Quality Agreement, the
“Agreements”).



E. The parties now desire to terminate the Agreements on the terms and conditions set forth
below.



NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth
below, the parties hereby agree as follows:



1. TERMINATION.



Effective as of the Termination Date, the parties terminate the Agreements by mutual
agreement.



2. TRANSITION SERVICES.



Within the ninety (90) days following the Termination Date, the parties agree to endeavor in
good faith to negotiate one or more definitive agreements setting forth the services to be
provided by the respective parties during a transition period including, without limitation,
Baxter’s manufacture of an interim supply of Standalone Product (as defined in the Development and
Supply Agreement), all on mutually acceptable terms and conditions.


 


 









 





3. SURVIVAL.



3.1 (a) Sections 5, 7, 11, 12, 13, 14, 15, 16 and 17 of the Development and Supply Agreement
shall survive the termination thereof in accordance with the terms and conditions contained
therein. (b) Additionally, Sections 4.4.3 and 6.8.3 of the Development and Supply Agreement shall
survive the termination thereof for a period commencing on the Termination Date and ending on the
earlier to occur of (i) the date on which the last definitive transition agreement is fully
executed, or (ii) ninety (90) days from the Termination Date (the “Termination Survival Period”).



3.2 Sections 7, 8.2(c) and 10 of the Exclusive Distribution Agreement shall survive the
termination thereof in accordance with the terms and conditions contained therein.



3.3 Sections 6.4.1, 7.4, 7.5, 8.1.1 and 8.1.2 of the Quality Agreement shall survive the
termination thereof for only the Termination Survival Period.



3.4 Sections 2.5, 3.2, 3.3, 4.5, 6.4.4, 6.5, 8, 10.4 and 11 of the License and Collaboration
Agreement shall survive the termination thereof in accordance with the terms and conditions
contained therein.



4. MISCELLANEOUS.



4.1 Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original and together shall be deemed to be one and the same document.



4.2 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New Jersey, without regard to the conflicts of law principles
thereof.



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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective
duly authorized officers effective as of the Termination Date.



	 	 	 	 	 
	 	HALOZYME, INC.

 	 
	 	By:  	/s/ Gregory I. Frost, Ph.D.	 
	 	 	Name:  	 Gregory I. Frost, Ph.D.	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	BAXTER HEALTHCARE CORPORATION

 	 
	 	By:  	/s/ Robert M. Davis	 
	 	 	Name:  	Robert M. Davis	 
	 	 	Title:  	CVP and President, Medical Products	 
	 
	 	BAXTER HEALTHCARE S.A.

 	 
	 	By:  	/s/ James Saccarro	 
	 	 	Name:  	James Saccarro	 
	 	 	Title:  	VP, Strategy	 




 


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