WWW.EXFILE.COM, INC. -- MATRITECH, INC. -- EXHIBIT 10.1 TO FORM 8-K


    EXHIBIT
      10.1

    
 

    Termination
      Agreement

    


    


    This
      Termination Agreement is made as
      of this 28th­ day of September, 2007 by and between Sysmex Corporation
      (“Sysmex”), a Japanese corporation with its principal place of business at
      1-5-1, Wakinohama-kaigandori, Chuo-ku, Kobe, Hyogo 651-0073, Japan and
      Matritech, Inc. (“Matritech”), a Delaware corporation with its principal place
      of business at 330 Nevada Street, Newton, MA 02460 USA.

    


    Whereas,
      the parties previously entered
      into a Exclusive License and Exclusive Supply Agreement dated November 20,
      2002
      (the “Agreement”); and

    


    Whereas,
      the parties desire to
      terminate the Agreement upon the terms and conditions set forth
      herein.

    


    Now,
      Therefore, in consideration of the
      premises and for good and valuable consideration, the receipt and legal
      sufficiency of which is hereby acknowledged, the parties hereto agree as
      follows:

    


    1.           Except
      for obligations of each expressly contained in this Termination Agreement,
      each
      of Sysmex and Matritech agrees that, upon full execution of this Termination
      Agreement, all rights and obligations of each of them to the other are
      terminated.  Neither party shall have any further rights or
      obligations to the other on account of the Agreement, except as specifically
      set
      forth herein.  Without limiting the generality of the foregoing, any
      and all license rights granted to Sysmex by Matritech are hereby
      terminated.

    


    2.           Sysmex
      will immediately cease all use of NMP179® antibodies
      and
      reagents, will destroy any and all supplies of NMP179 antibodies or reagents
      it
      possesses or controls and will provide Matritech on or before October 5, 2007
      a
      certification signed by an executive officer of Sysmex that it has complied
      in
      full with the provisions of this paragraph.

    


    3.           Sysmex
      will pay to Matritech the sum of US$16,667 on or before November 15, 2007,
      representing 2/3 of the fiscal third quarter payment that would be due under
      Section 16.2 of the Agreement.

    


    4.           Matritech
      will release, on or before November 15, 2007, all restrictions on the shares
      of
      common stock of Matritech acquired by Sysmex pursuant to Section 16.1 of the
      Agreement (the “Shares”) and thereafter Sysmex will be free to sell, transfer or
      otherwise dispose of the Shares upon compliance with applicable provision of
      Rule 144 of the Securities Act of 1933.

    


    5.           Sysmex
      agrees that Matritech may file, and further agrees to cooperate with Matritech
      in preparing and filing, any and all appropriate notices reflecting release
      of
      the exclusive license granted by Matritech to Sysmex under the
      Agreement.

    


    
      
         

      

      
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    6.           Sysmex
      and Matritech agree that they will jointly instruct American Type Culture
      Collection (“ATCC”) the escrow agent for material under Section 8.4 of the
      Agreement, that the Escrow Agreement among Matriech, Sysmex and ATCC dated
      September 30, 2003 (the “Escrow Agreement”) is terminated, effective on the date
      of effectiveness of this Termination Agreement, and further jointly instruct
      ATCC to immediately release to Matritech all material held by ATCC under the
      Escrow Agreement.  The parties agree that either of them may provide
      ATCC with an executed copy of this Termination Agreement as evidence of the
      joint instruction of the parties hereunder.

    


    7.           Notwithstanding
      the termination of the Agreement, the confidentiality provisions of Section
      20
      of the Agreement shall nonetheless survive and remain in full force and
      effect.

    


    8.           Except
      as expressly set forth herein, Sysmex hereby releases, on behalf of itself,
      its
      successors, assigns, affiliates, shareholders, officers, directors, agents
      and
      employees (collectively the “Sysmex Releasor Parties”), and forever discharges
      Matritech, its successors, assigns, affiliates, shareholders, officers,
      directors, agents and employees (collectively the “Matritech Released Parties”)
      of and from any and all actions, causes of action, suits, acts, omissions,
      negligence, promises, agreements, warranties, damages, costs, and any and all
      claims, demands and liabilities whatsoever, of every kind and nature, absolute
      or contingent, based on any statute, in contract or tort, in law or in equity,
      which the Sysmex Releasor Parties or any of them now have, have had, or may
      have, against Matritech or the Matritech Released Parties from the beginning
      of
      the world to the date of this Termination Agreement.

    


    9.           Except
      as expressly set forth herein, Matritech hereby releases, on behalf of itself,
      its successors, assigns, affiliates, shareholders, officers, directors, agents
      and employees (collectively the “Matritech Releasor Parties”), and forever
      discharges Sysmex, its successors, assigns, affiliates, shareholders, officers,
      directors, agents and employees (collectively the “Sysmex Released Parties”) of
      and from any and all actions, causes of action, suits, acts, omissions,
      negligence, promises, agreements, warranties, damages, costs, and any and all
      claims, demands and liabilities whatsoever, of every kind and nature, absolute
      or contingent, based on any statute, in contract or tort, in law or in equity,
      which the Matritech Releasor Parties or any of them now have, have had, or
      may
      have, against Sysmex or the Sysmex Released Parties from the beginning of the
      world to the date of this Termination Agreement.

    


    10.           Either
      party may assign this Termination Agreement to a party who acquires all or
      substantially all of its business by merger, sale of assets or
      otherwise.  Except as set forth in the preceding sentence, neither
      party may assign this Termination Agreement without the written permission
      of
      the other.

    


    11.           The
      validity, interpretation, enforceability and performance of this Termination
      Agreement shall be governed by and construed in accordance with the laws of
      the
      Commonwealth of Massachusetts, USA, without regard to the conflicts of law
      principles.

    


    12.           Any
      and all disputes or controversies arising out of or relating to this Termination
      Agreement shall be submitted to arbitration, which shall be conducted either
      in
      Boston, 

     

    
      
         

      

      
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    Massachusetts
      if Sysmex requests such arbitration or in Osaka, Japan if Matritech requests
      such arbitration by a panel of three arbitrators pursuant to the rules of the
      International Chamber of Commerce and shall be final and binding on all the
      parties.

    


    13.           This
      Termination Agreement may be executed in two or more counterparts, each of
      which
      shall be deemed an original, but all of which together shall constitute one
      and
      the same instrument.  This Termination Agreement may also be executed
      via facsimile or by portable document format (pdf), either of which shall be
      deemed an original.

    


    13.           This
      Termination Agreement shall take effect when the last signature of the parties
      to this Termination Agreement is obtained.

    


    


    In
      Witness Whereof, the parties hereto have set their hands and seals as of the
      day
      and year first above written.

    


    


    
      	
              Sysmex
                Corporation

               

              By:  Tameo Iwasaki

              
                

              

              Its Managing Director, duly authorized

               

              Date:   September 26, 2007

              
                

              

            	
              Matritech,
                Inc.

               

              By:   /s/ David L. Corbet

              
                

              

              Its
                President, duly authorized

               

              Date:   September 26, 2007

              
                

              

            


    

                                                                                         


    


                                                                                                                                                  
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