## **Exhibit 10.16**

##  

# **Comerica**

Technology and Life Sciences

100 Federal Street, 28thFloor, Boston, MA 02110

 

January 13, 2006

 

Mr. Christopher Dineen

Chief Financial Officer

RadView Software, Inc.

7 New England Executive Park

Burlington, MA 01803

 

RE:          RadView Software, Inc.Payoff and Termination Agreement

Loan Account No. 8717994468

 

Dear Chris:

 

We refer to the Loan and Security Agreement, dated as of May 25,2005 (as amended, the “Loan Agreement”), by and between RadView Software, Inc.(“Borrower”) and Comerica Bank, successor by merger to Comerica Bank-California(“Bank”). All capitalized terms used herein without definition shall have therespective meanings assigned to such terms in the Loan Agreement. As usedherein, the term “Loan Documents” shall have the meaning given to that term inthe Loan Agreement, but, for all purposes of this agreement, the term “LoanDocuments” shall not in any event mean or include the Warrants to PurchaseStock.

 

For Surviving Warrant Documents and SurvivingWarrant Obligations, each of the following defined terms shall, when used inthis agreement, have the following meanings:

 

(a)                                  “Warrants toPurchase Stock”, means the Warrant to Purchase 352,941 shares of Ordinary Stockissued May 25, 2005.

(b)                                 “SurvivingWarrant Documents” means, collectively, (i) the Warrants to PurchaseStock, as such Warrants to Purchase Stock may be amended, modified orsupplemented from time tot time, and (ii) any other Warrants to PurchaseStock or other securities from time to time issued in substitution of orreplacement for the Warrants to Purchase Stock.

(c)                                  “SurvivingWarrant Obligations” means, collectively, all obligations and liabilities ofthe Borrower, contingent or otherwise, now or hereafter existing, and whetherjoint or several, arising by contract, operation of law or otherwise, under orwith respect to any of the Surviving Warrant Documents.

 

The Borrower has advised the Bank that it intends to terminate the LoanAgreement, permanently terminate the Bank’s commitment to lend under the LoanAgreement (the “Commitment”), and repay all amounts owing by the Borrower tothe Bank under the Loan Agreement, each of the forgoing to be effective and tobe completed on and as of January 13, 2006. In accordance with theBorrower’s request, the Commitment of the Bank will be terminated in full,effective January 13, 2006. The Bank has agreed to accept the followingamount for payment in full and in complete satisfaction of the Borrower’sObligations, as of January 13, 2006 (“Payoff Date”) under the Loan Agreement:

 
| Note #25 |   | Principal                                                    |   | $        | 45,428.75 |            |   |   |
|----------|--------|--------------------------------------------------------------|--------|----------|-----------|-----------------|--------|--------|
|     |   | Interest as  of 01/13/06                                     |   | 140.52   |      | Per diem $10.73 |   |
|     |   | Outstanding  legal fees                                      |   | 5,000.00 |      |            |   |
|     |   | Total Amount  Due (“Payoff Amount” on Payoff Date) |   | $        | 50,569.27 |            |   |   |

 

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The Borrower shall pay on the Payoff Date bywire transfer or by authorizing the Bank to deduct from Borrower’s depositaccount the Payoff Amount on the Payoff Date. Payoff Amount, if sent by wiretransfer, should be wired to:

 

Comerica Bank

San Jose, CA 95110

ABA# 

For Credit to: Commercial Loan Wire SuspenseAccount

Credit Account Number: 

Ref: RadView Software, Inc.

Attn: Commercial Loan Operations

 

Upon receipt of the Total Loan Payoff Amount,all Indebtedness and Obligations of the Borrower to the Bank under or inrespect of the Loan Agreement and the other Loan Documents shall be deemed tobe and shall be paid and discharged in full, other tan certain indemnificationobligations that survive under the terms of the Loan Agreement. Furthermore,all of the Loan Documents, and all of the Liens and security interests grantedby the Borrower to the Bank thereunder, shall be deemed released and terminated.The Bank shall file UCC terminations and other releases of the collateralinterest as may be reasonably necessary to release any security or pledgedinterests held by Bank in and to any of the Borrower’s assets which have beengranted as collateral for the Obligations, including, without limitations,releases of control on any deposit or securities accounts of the Borrower.

 

As provided above in this agreement, each ofthe Surviving Warrant Documents and all of the Surviving Warrant Obligationsshall survive the payment of the Total Loan Payoff Amount on the Payoff Dateand shall also survive the release and termination of the Commitment, the LoanAgreement and all of the other Loan Documents.

 

 

Very truly yours,

 
| **The Bank:**                                    |
|--------------------------------------------------|
| COMERICA BANK                                    |
|                                             |
|                                             |
| By:                                              | /s/ PAULA J. HOWELL |   |
|                                             | Paula J. Howell |
|                                             | Senior Vice President –  Technology & Life Sciences |
|                                             |
| Accepted and agreed to on January 13,  2006 |
|                                             |
| **The Borrower:**                                |
| RadView Software, Inc.                      |
|                                             |
|                                             |
| By:                                              | /s/ Christopher Dineen |   |
|                                             | Christopher Dineen |
|                                             | Chief Financial Officer |
|                                                  |  |  |  |  |  |

 

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