Exhibit 10.6
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Agreement
This Agreement (this "Agreement") is made effective as of the 23rd day of
September, 2013 (the "Effective Date") by and between Carolon Company, with an
address at 601 Forum Parkway, Rural Hall, NC ("Carolon") and Alliqua Biomedical,
Inc., with an address at 2150 Cabot Blvd. West, Suite B, Langhorne, PA 19047
("Alliqua").
Whereas, pursuant to a certain distribution agreement (the "Carolon-Sorbion
Agreement") between Carolon and Sorbion GmbH & Co KG ("Sorbion"), Carolon has
the right to distribute Sorbion products listed on Appendix A (together with any
other products of Sorbion, the "Sorbion Products");
Whereas, Alliqua and Sorbion have entered into a Distributor Agreement dated
September 23, 2013 (the "Alliqua-Sorbion Agreement") pursuant to which Sorbion
will appoint Alliqua as the exclusive distributor of certain Sorbion Products in
the United States, Canada and Latin America (the "Territory") in the event that
Carolon's right to distribute the Sorbion Products expires, is terminated or is
assigned to Alliqua; and
Whereas, subject to the terms and conditions of this Agreement, Carolon wishes
to:
(i) terminate the Carolon-Sorbion Agreement and relinquish, in favor of
Alliqua's rights under the Alliqua-Sorbion Agreement, any and all rights of
Carolon relating to the distribution of Sorbion Products in the Territory, (ii)
transfer the assets listed on Appendix B (the "Transferred Assets") to Alliqua
and (iii) cooperate with Alliqua in transitioning the distribution of Sorbion
Products to Alliqua.
For good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledge by the parties, Carolon and Alliqua do hereby agree to the
following:
1.
Relinquishment of Distribution Rights; Transfer of Transferred
Assets.
Effective as of the Effective Date, Carolon, on behalf of itself and
its affiliates and any of its or their respective sales representatives and
other subdistributors (collectively, the "Carolon Parties"), hereby irrevocably:
(a)
relinquishes, in favor of Alliqua's rights under the Alliqua-Sorbion Agreement,
any and all rights of the Carolon Parties under the Carolon-Sorbion Agreement or
otherwise relating to the distribution of Sorbion Products in the Territory
(including, but not limited to, any rights to use any trademarks of Sorbion)
(collectively, the "Distribution Rights");
2150 Cabot Blvd. West, Suite B, Langhorne, PA 19047
Tel: 215-702-8550 Fax: 215-702-8535
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(b)
transfers and assigns to Alliqua all right, title and interest in and to the
Transferred Assets; and
(c)
transfers and assigns to Alliqua all right, title and interest in and to any
saleable inventory of the Sorbion Products that are in the possession or control
of any of the Carolon Parties (the "Inventory").
2.
No Assumption of Liabilities.
Alliqua does not assume any liabilities of
any of the Carolon Parties with respect to the Distribution Rights, the
Carolon-Sorbion Agreement, the Sorbion Products or any other matter (the
"Retained Liabilities").
3.
Payments to Carolon.
Subject to Carolon's provision of the fully-executed
Sorbion Termination Agreement to Alliqua in accordance with Section 2 above,
Alliqua will make the following payments to Carolon:
(a)
in consideration of Carolon's relinquishment of the Distribution Rights and
delivery of the Sorbion