DC6881.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing








	
FINAL







ASSIGNMENT AND TERMINATION AGREEMENT


This Assignment and Termination Agreement, (the “Agreement”), effective as of June 2, 2009 (the “Effective Date”), is by and between CombinatoRx, Incorporated (“CRX-US”), 245 First Street, Cambridge, MA 02142, U.S.A., CombinatoRx (Singapore) Pte. Ltd.
(“CRX-SG”), 11 Biopolis Way, Helios #08-05, Singapore 138667 and the Liverpool School of Tropical Medicine


(“LSTM”), Pembroke Place, Liverpool, L3 5QA, United Kingdom. CRX-US, CRX-SG and 


LSTM are collectively referred to as (the “Parties”) or individually as (any “Party”).


WHEREAS, CRX-US and CRX-SG are each a party to a Consortium Agreement effective as of April 1, 2008 (the “Consortium Agreement”)
by and between LSTM, the Institute for Medical Microbiology, Immunology and Parasitology, University of Bonn, the Tropical Parasitic Diseases Unit of Northwick Park Institute for Medical Research, TRS Labs, Inc. and New England Biolabs, Inc.
(collectively, the “AWOL Consortium”) by way of an Accession Agreement between the Parties, dated October 8, 2008 (the “Accession
Agreement”); 


WHEREAS, the Parties are each a party to a Co-Ownership Agreement, dated October 8, 2008 (the “Co-Ownership Agreement”) and a
Project Agreement, dated October 8, 2008 (the “Project Agreement”), which collectively with the Consortium Agreement and
Accession Agreement constitute the “A-WOL Agreements”; and


WHEREAS, on or before the Effective Date, CRX-US is divesting its entire ownership interest in its subsidiary CRX-SG, and in connection with such transaction, the Parties desire for CRX-SG to
continue as a member of the A-WOL Consortium and remain bound by the rights and responsibilities set forth in the A-WOL Agreements, and for CRX-US to no longer be a member of the A-WOL Consortium and be bound by the A-WOL Agreements after the
Effective Date.


NOW, THEREFORE, the CRX-US, CRX-SG and LSTM (for itself and on behalf of the A-WOL Consortium), hereby agree as follows:

	
1.      		
Consortium Agreement and Accession Agreement. As of the Effective Date, CRX- US is no longer a member of the A-WOL Consortium and is no longer a party to the Consortium Agreement and the Accession
Agreement. CRX-SG shall remain a member of the A-WOL Consortium and shall succeed to and agrees to be bound by any rights and obligations of CRX-US under the Consortium Agreement and the Accession Agreement. In the Accession Agreement, the term
“New Member” and in the Consortium Agreement, "CombinatoRx" shall be deemed to refer only to CRX- SG. On behalf of the A-WOL Consortium, LSTM hereby agrees to waive the six month prior written notice requirement of termination under
Section 9.2 of the Consortium Agreement in connection with the termination of CRX-US’s participation in the A-WOL Consortium under this Agreement.	
	 











	
2.      		
Co-Ownership Agreement. As of the Effective Date, CRX-US is no longer a party to the Co-Ownership Agreement and CRX-SG shall succeed to and agrees to be bound by any rights and obligations of
CRX-US under the Co-Ownership Agreement and CRX-US hereby assigns with full title guarantee the Foreground IPR to CRX-SG. In the Co-Ownership Agreement, the term “CombinatoRx” shall be deemed to refer only to CRX-SG.	
	 
	
3.      		
Project Agreement. As of the Effective Date, CRX-US is no longer a party to the Project Agreement and CRX-SG shall succeed to and agrees to be bound by any rights and obligations of CRX-US under
the Project Agreement and CRX-US hereby assigns with full title guarantee the Foreground IPR to CRX-SG. In the Project Agreement, the term “Collaborator” shall be deemed to refer only to CRX-SG.	
	 
	 	
Parties also agree that the Project Agreement will not automatically terminate upon execution of this Agreement and, on behalf of the A-WOL Consortium, LSTM hereby agrees to waive the six month prior written notice requirement of
termination under Section 9.5 of the Project Agreement in connection with this Agreement.	
	 
	
4.      		
Confidentiality. Following the Effective date, CRX-US agrees to maintain the confidentiality of the information disclosed to it under the A-WOL Agreements and as a former member of the A-WOL
Consortium in accordance with Section 11 of the Consortium Agreement, Section 10 of the Project Agreement and Section 19 of the Co-Ownership Agreement.	
	 
	
5.      		
Indemnification. CRX-SG hereby agrees to indemnify CRX-US against and shall hold it harmless from any and all damage, loss, liability, fines, penalties and expense (including reasonable expenses of
investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) incurred or suffered by CRX-US arising after the Effective Date due to the participation of CRX-SG in the A-WOL Consortium and the
performance of CRX-SG’s obligations under the A- WOL Agreements.	
	 
	
6.      		
Miscellaneous. This Agreement may be executed in any number of counterparts, which together shall constitute one instrument, and shall be governed by and construed in accordance with English law
and shall be subject to the exclusive jurisdiction of the English courts and shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. If any provision of this Agreement is held by any court or other
competent authority to be void or unenforceable (in whole or in part), the other provisions of this Agreement and the remainder of the affected provisions shall continue to be valid. This Agreement shall be included by	
	 
	
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reference under Section 12.2 of the Project Agreement, Section 21.1 of the Co-Ownership Agreement and Section 12.1 of the Consortium Agreement.


[The remainder of this page is intentionally blank]


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THIS AGREEMENT is executed as a DEED by the parties on the date first written above.


EXECUTED as a DEED by 


LIVERPOOL SCHOOL OF TROPICAL MEDICINE for and on behalf of the A-WOL CONSORTIUM


	
Signature /s/ Dr. P. L. Gould



Name: Dr. P. L. Gould



Title: Director



Date: 04/23/2009







	
Signature /s/ Janet Hemingway



Name: Janet Hemingway



Title: Director/ Company Secretary



Date: 04/24/09 







	
EXECUTED as a DEED by 



COMBINATORX, INCORPORATED






	
Signature /s/ Robert Forrester 
		
 		
Signature /s/ Jason F. Cole 
	
	
Name: Robert Forrester 
		
 		
Name: Jason F. Cole 
	
	
Title: Director 
		
 		
Title: Director/ Company Secretary 
	
	
Date: 06/02/2009 
		
 		
Date: 06/02/2009 
	




EXECUTED as a DEED by 


COMBINATORX (SINGAPORE) PTE. LTD.


	
Signature /s/ Dr. Ralf Altmeyer



Name: Dr. Ralf Altmeyer



Title: Director



Date: 06/01/2009







	
Signature /s/ Dr. Yeo Su Ling



Name: Dr. Yeo Su Ling



Title: Director/ Company Secretary



Date: 06/02/2009







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