Exhibit 10.1


 


	
   

  	
  

  
	
   

  	
  division of Ortho-McNeil Pharmaceutical, Inc.

  
	
   

  	
   

  
	
   

  	
  5760 West 96th Street

  
	
   

  	
  Los
  Angeles, CA 90045

  
	
   

  	
  310.642.1150

  



 


 


August
31, 2005


 


 


Anika Therapeutics Inc.

160 New Boston Street

Woburn, MA 01810


Attention:
Charles H. Sherwood, PhD.,

Chief Executive Officer


 


LETTER
AGREEMENT


 


Re:          Termination of the License Agreement, dated as
of July 23, 2004 (the “Agreement”),
between Anika Therapeutics, Inc. (“Anika”) and OrthoNeutrogena Division,
Ortho-McNeil Pharmaceutical, Inc. (“Ortho”).


 


Dear Chuck:


 


Set forth below are the terms we propose for
concluding the contractual arrangement set forth in the above-mentioned
Agreement.


 


1.             Anika and Ortho hereby mutually agree to
terminate the Agreement, effective as of August 31, 2005 (the “Termination Date”);
provided, however, that solely for purposes of Section 12.3 of the
Agreement, the termination will be treated as a termination by Anika.


 


2.             In consideration of the foregoing, Ortho
agrees:


 


(i)            to pay to Anika the total amount set forth on Schedule
I attached hereto within 10 business days of the Termination Date by wire
transfer to Anika’s account set forth on Schedule I;


 


(ii)           in order to comply with its existing
obligations under Section 2.1(c) of the Agreement, to reimburse Anika within 10
business days of the Termination Date by wire transfer to Anika’s account set
forth on Schedule I the total amounts of the expenses set forth on Schedules
II and III attached hereto, which have been incurred in connection with the
Development of the Current Licensed Product, and which such total amounts shall
not be subject to any


 





















 


subsequent dispute by the
parties hereto. Anika hereby sets forth in Schedule II certain expenses
of Anika incurred pursuant to the Current Development Plan that have been
previously invoiced to Ortho and remain unpaid as of the Termination Date.  Anika hereby sets forth in Schedule III
certain expenses of Anika which have been committed to by Anika in connection
with the Current Development Plan for which invoices have not been previously
provided to Ortho, but for which Schedule III shall be deemed to
constitute the requisite invoice; and


 


(iii)          to provide to Anika, within 20 business days
after the Termination Date, a written copy of any market research conducted by
Ortho as of the date hereof relating to the position of Anika’s HA Product
(other than any market research relating to the branding of such product) and,
following the receipt by Anika of such market research, for a period extending
five (5) business days thereafter, to make available Ortho personnel and
consultants for reasonable clarifying inquiries regarding such market research
at no additional charge to Anika.   It is
understood and agreed that except as provided for in this letter agreement,
Ortho shall have no additional obligation to reimburse any internal or
out-of-pocket expenses incurred by Anika after the Termination Date or for
which invoices have not either been previously received by Ortho as of the date
hereof or attached hereto.


 


3.             For the avoidance of doubt, termination of the
Agreement pursuant to this letter agreement shall not relieve either party from
obligations that are expressly indicated to survive termination or expiration
of the Agreement and the terms of the Agreement, including this letter agreement,
shall be treated as Confidential Information of the other party and subject to
the provisions of Section 7.1 of the Agreement. Notwithstanding the foregoing
or the provisions of the Agreement the parties agree that (i) upon execution of
this letter agreement, Anika may issue a press release in the form of Schedule
IV attached hereto, (ii) Ortho acknowledges that Anika is permitted to file
this letter agreement with the Securities and Exchange Commission; (iii)
Sections 7.3 and 7.4 shall automatically terminate as of the Termination Date;
and (iv) upon execution of this letter agreement, neither party shall not owe
the other, and each party waives any right to receive, any further payments or
performance obligations under, or in connection with, the Agreement other than
as expressly specified herein or in Section 12.5 of the Agreement.


 


2





















 


Defined
terms used in this letter shall have the meaning provided in the Agreement
unless otherwise defined herein. Please signify your acceptance of the terms
and conditions contained herein by dating, signing and returning immediately to
me by fax a copy of this letter. On receipt of your faxed acceptance, we will
provide Anika by overnight messenger with two originals of this letter for
countersignature.


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  OrthoNeutrogena Division,
  Ortho McNeil

  Pharmaceutical, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dave Brown

  	
   

  
	
   

  	
  Name:

  	
  Dave Brown

  	
   

  
	
   

  	
  Title:

  	
   General Manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged and Agreed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Anika Therapeutics, Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
     /s/ Charles H. Sherwood

  	
   

  	
   

  
	
  Name:

  	
  Charles H. Sherwood

  	
   

  	
   

  
	
  Title:

  	
     CEO

  	
   

  	
   

  
	
   

  	
   

  
	
  Cc:

  	
  Randy Goodreau (via e-mail)

  Dave Brown (via e-mail)

  Charles H. Sherwood, PhD. (via e-mail)

  Cliff Birge, Esq. (via e-mail)

  William McGowan, Esq.(via e-mail)

  H. David Henken, Esq. (via e-mail)

  
											



 


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