EX-10.1



 EXHIBIT 10.1 

TERMINATION AGREEMENT 

This TERMINATION AGREEMENT (this “Agreement”), dated as of October 2, 2014, is made and entered into by and among Salix
Pharmaceuticals, Ltd., a Delaware corporation (“Salix”), Cosmo Pharmaceuticals S.p.A., an Italian public corporation (società per azioni) (“Cosmo”), Cosmo Technologies Limited, a private limited
company organized under the laws of Ireland (“Tech”), Sangiovese, LLC, a Delaware limited liability company (“Merger Sub”), and Cosmo Holding S.p.A., an Italian corporation (società per azioni)
(“Cosmo Holding” and, together with Cosmo, Tech and Merger Sub, the “Cosmo Parties”). 
 WHEREAS, pursuant
to that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), made and entered into as of July 8, 2014, by and among Salix, Cosmo, Tech and Merger Sub, Merger Sub agreed to merge with and into Salix,
with Salix as the surviving entity and an indirect, wholly-owned subsidiary of Irish domiciled Tech, which was to change its name to Salix Pharmaceuticals, plc; 

WHEREAS, concurrently with the execution and delivery of the Merger Agreement, Cosmo Holding, owner of approximately 38% of Cosmo’s
shares, and Salix entered into a side letter to the Merger Agreement (the “Cosmo Holding Side Letter Agreement”); and 

WHEREAS, the parties hereto desire to terminate the Merger Agreement and the Cosmo Holding Side Letter Agreement. 

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 Section 1.  Merger Agreement and
Side Letter Termination and Related Matters. 
 (a)  Termination.    The parties
hereto mutually agree that the Merger Agreement and the Cosmo Holding Side Letter Agreement are hereby terminated, effective immediately upon the execution of this Agreement by each of the parties hereto. 

(b)  Survival of Certain Provisions.    Notwithstanding Section 1(a),
Section 5.7 and Article I and Article XI of the Merger Agreement shall survive the termination of the Merger Agreement. 

(c)  Mutual Releases. 

(i)  To the fullest extent permitted by applicable law, Salix, on behalf of itself, its subsidiaries and affiliates
and their respective future, present and former directors, officers, shareholders, partners, members, employees, agents, attorneys, successors and assigns (collectively, the “Salix Releasing Parties”), hereby unequivocally,
knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, remises, exculpates, acquits and forever discharges each Cosmo Party, each Cosmo Party’s subsidiaries and affiliates and their respective future,
present and former directors, officers, shareholders, partners, members, employees, agents, attorneys, successors and assigns (collectively, the “Cosmo Released Parties”) from any and all actions, causes of action, suits, debts,
accounts, bonds, bills, 

  
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covenants, contracts, controversies, obligations, claims, counterclaims, setoffs, debts, demands, damages, costs, expenses, compensation and liabilities of every kind and any nature whatsoever,
in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising at law or in equity, which such Salix Releasing Party had, has, or may have based upon, arising from, in connection with or relating to
the Merger Agreement or the Cosmo Holding Side Letter Agreement, any agreement or instrument delivered in connection therewith or the transactions contemplated thereby; provided, however, that the foregoing shall not limit the rights
and obligations of the parties hereto (i) under this Agreement, (ii) under the Merger Agreement which survive the termination thereof as provided in Section 1(b) of this Agreement, or (iii) under the confidentiality
agreement, dated as of April 11, 2014, between Salix and Cosmo (the “Confidentiality Agreement”). Each Salix Releasing Party shall refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting,
maintaining, facilitating, aiding or causing to be commenced, instituted or maintained, any legal or arbitral proceeding of any kind against any Cosmo Released Party based upon any matter released under this Section 1(c)(i). 

(ii)  To the fullest extent permitted by applicable law, each Cosmo Party, on behalf of itself, its subsidiaries and
affiliates and their respective future, present and former directors, officers, shareholders, partners, members, employees, agents, attorneys, successors and assigns (collectively, the “Cosmo Releasing Parties”), hereby
unequivocally, knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, remises, exculpates, acquits and forever discharges Salix, each of Salix’s subsidiaries and affiliates and their respective future,
present and former directors, officers, shareholders, partners, members, employees, agents, attorneys, successors and assigns (collectively, the “Salix Released Parties”) from any and all actions, causes of action, suits, debts,
accounts, bonds, bills, covenants, contracts, controversies, obligations, claims, counterclaims, setoffs, debts, demands, damages, costs, expenses, compensation and liabilities of every kind and any nature whatsoever, in each case whether absolute
or contingent, liquidated or unliquidated, known or unknown, and whether arising at law or in equity, which such Cosmo Releasing Party had, has, or may have based upon, arising from, in connection with or relating to the Merger Agreement or the
Cosmo Holding Side Letter Agreement, any agreement or instrument delivered in connection therewith or the transactions contemplated thereby; provided, however, that the foregoing shall not limit the rights and obligations of the
parties hereto (i) under this Agreement, (ii) under the Merger Agreement which survive the termination thereof as provided in Section 1(b) of this Agreement, or (iii) under the Confidentiality Agreement. Each Cosmo
Releasing Party shall refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting, maintaining, facilitating, aiding or causing to be commenced, instituted or maintained, any legal or arbitral proceeding of any
kind against any Salix Released Party based upon any matter released under this Section 1(c)(ii). 

(d)  Payment.    In consideration of the termination of the Merger Agreement and the
Cosmo Holding Side Letter Agreement, Salix shall, within two (2) business days of the date of this Agreement, pay to Tech, as agreed between the parties, $25,000,000 by wire transfer of immediately available funds to an account designated in
writing by Cosmo. 
 Section 2.  Successors and Assigns.    This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 

  
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 Section 3.  Entire Agreement; Third Party
Beneficiaries.    This Agreement and the Confidentiality Agreement contain the entire agreement between the parties hereto with respect to the subject matter hereof and there are no agreements, understandings, representations
or warranties between the parties hereto other than those set forth or referred to herein or therein. Other than Section 1(c)(i) and Section 1(c)(ii) of this Agreement, which are intended to benefit, and be enforceable by,
the Cosmo Released Parties and the Salix Released Parties, respectively, this Agreement is not intended to confer upon any person or entity not a party hereto (and their successors and assigns permitted by Section 2) any rights or remedies
hereunder. 
 Section 4.  Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. 

(a)  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without
giving effect to the principles of conflicts of law thereof or of any other jurisdiction. 
 (b)  Each of the
parties hereto irrevocably (A) consents to submit itself, and hereby submits itself, to the personal jurisdiction of the Court of Chancery of the State of Delaware and any federal court located in the State of Delaware, or, if neither of such
courts has subject matter jurisdiction, any state court of the State of Delaware having subject matter jurisdiction, in the event any dispute arises out of this Agreement or any of the transactions contemplated hereby, (B) agrees that it will
not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and agrees not to plead or claim any objection to the laying of venue in any such court or that any proceeding in any such court has
been brought in an inconvenient forum, and (C) agrees that it will not bring any action, claim, suit or proceeding relating to this Agreement or any of the transactions contemplated hereby in any court other than the Court of Chancery of the
State of Delaware and any federal court located in the State of Delaware having subject matter jurisdiction, or, if neither of such courts has subject matter jurisdiction, any state court of the State of Delaware having subject matter jurisdiction.
Each party hereto further irrevocably consents to the service of process out of any of the aforementioned courts in any action, claim, suit or proceeding by the mailing of copies thereof by mail to such party at its address set forth in this
Agreement by registered mail, such service of process to be effective upon acknowledgment of receipt of such registered mail; provided, that nothing in this Section 4(b) shall affect the right of any party to serve legal process
in any other manner permitted by applicable law. The consent to jurisdiction set forth in this Section 4(b) shall not constitute a general consent to service of process in the State of Delaware and shall have no effect for any purpose
except as provided in this Section 4(b). The parties hereto agree that a final judgment in any such action, claim, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by applicable law. 
 (c)  EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, CLAIM, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT. EACH PARTY CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 4. 

  
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 Section 5.  Counterparts.    This Agreement may be
executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. The exchange of
copies of this Agreement and of signature pages by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in “portable
document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by combination of such means, shall constitute effective execution and delivery of
this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or .pdf shall be deemed to be their original signatures for all purposes. 

Section 6.  Notices.    All notices and other communications hereunder shall be in writing and shall
be deemed to have been duly given and received (a) upon receipt, if delivered personally, (b) two (2) business days after deposit in the mail, if sent by registered or certified mail, (c) on the next business day after deposit
with an overnight courier, if sent by overnight courier, (d) upon transmission and confirmation of receipt, if sent by facsimile or email transmission prior to 6:00 p.m., local time, in the place of receipt or (e) on the next business day
following transmission and confirmation of receipt, if sent by facsimile or email transmission after 6:00 p.m., local time, in the place of receipt; provided, that the notice or other communication is sent to the address, facsimile number or
email address set forth beneath the name of such party below (or to such other address, facsimile number or email address as such party shall have specified in a written notice to the other parties): 

(a)  If to any Cosmo Party: 

Cosmo Pharmaceuticals S.p.A. 

Via Cristoforo Colombo 1 

Lainate, Milan 20020 
 Italy

 Attention: Alessandro Della Chà 

Facsimile: +39 02 9333 7663 

Email: adellacha@cosmopharma.com 

and 
 Cosmo Technologies
Limited 
 42-43 Amiens Street 

Dublin 1 
 Ireland 

Attention: Kevin Donovan 

Facsimile: +353 1 823 0718 

Email: kdonovan@cosmopharma.com 

and 

  
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 Cosmo Holding S.p.A. 

Piazza della Repubblica 3 

Milano, 20121 
 Italy 

Attention: Gianni Bertolli 

Facsimile: +39 02 6554840 

Email: gbertolli@studiobertolli.it 

with copies (which shall not constitute notice) to: 

Procopio Cory Hargreaves & Savitch LLP 

12544 High Bluff Drive, Suite 300 

San Diego, CA 92130 
 Attention:
Dennis J. Doucette 
 Facsimile: (858) 523-4305 

Email: dennis.doucette@procopio.com 

and 
 Byrne Wallace 

88 Harcourt Street 
 Dublin 2

 Ireland 
 Attention: Dennis
Agnew 
 Facsimile: 353 1 691 5010 

Email: dagnew@byrnewallace.com 

(b)  if to Salix: 

Salix Pharmaceuticals, Ltd. 

8510 Colonnade Center Drive 

Raleigh, NC 27615 
 Attention:
Rick D. Scruggs, 
 Executive Vice President, Business Development 

William Bertrand, Jr., 
 Senior
Vice President, General Counsel 
 Facsimile: (919) 862-1095 

Email: rick.scruggs@salix.com 

bill.bertrand@salix.com 
 with
a copy (which shall not constitute notice) to: 
 Cadwalader, Wickersham and Taft LLP 

200 Liberty Street 
 New York,
NY 10281 
 Attention: Christopher Cox, Esq. 

Facsimile: (212) 504-6666 

Email: chris.cox@cwt.com 

  
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 Section 7.  Amendments and Waivers.    This Agreement
may not be modified or amended except by an instrument or instruments in writing signed by the party against whom enforcement of any such modification or amendment is sought. Any party may, only by an instrument in writing, waive compliance by
another party with any term or provision of this Agreement on the part of such other party to be performed or complied with. The waiver by any party of a breach of any term or provision of this Agreement shall not be construed as a waiver of any
subsequent breach. 
 Section 8.  Severability.    If any term or other provision of this
Agreement is held by a court of competent jurisdiction or other applicable governmental authority to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, conditions, covenants and provisions of
this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the termination of the Merger Agreement contemplated hereby is fulfilled to the extent
possible. 
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date
first written above. 
  

			
	 COSMO PHARMACEUTICALS S.P.A

		
	By:	 	 /s/  Alessandro Della Chà

		 	  

		 	Name: Alessandro Della Chà
		 	Title: CEO


  

			
	
	 COSMO TECHNOLOGIES LIMITED

		
	By:	 	 /s/  Kevin Donovan

		 	  

		 	Name: Kevin Donovan
		 	Title: Director


  

			
	
	 COSMO HOLDING S.P.A.

		
	By:	 	 /s/  Mauro Ajani

		 	  

		 	Name: Mauro Ajani
		 	Title: Chairman


  

			
	
	 SANGIOVESE, LLC

		
	By:	 	 /s/  Kevin Donovan

		 	  

		 	Name: Kevin Donovan
		 	Title: On behalf of Grenton Limited, as Manager


  
 [Signature Page to
Termination Agreement] 







 
			
	 SALIX PHARMACEUTICALS, LTD.

		
	By:	 	 /s/  Rick Scruggs

		 	  

		 	Name: Rick Scruggs
		 	Title: EVP of Business Development


  
 [Signature Page to
Termination Agreement]