Termination Agreement, Alliqua agrees to pay the sum of
$400,000.00 to Carolon, payments to be made in equal payments of $33,333.33 each
over a 12 month period beginning with November 2013; and
(b)
in consideration of the Transferred Assets, Alliqua agrees to pay Carolon as
follows:
(i) $50,000.00 to be paid within two (2) business days after Carolon
provides the fully-executed Sorbion Termination Agreement to Alliqua in
accordance with Section 2 above and (ii) $50,000.00 to be paid in January 2015,
provided that Alliqua will have no obligation to make such payment to Carolon if
Alliqua's sales of the Sorbion Products that are listed on Appendix A are less
than $600,000.00 for calendar year 2014.
4. Assistance to Alliqua.
(a)
Carolon agrees to assist Alliqua in transferring all Sorbion business to
Alliqua.
(b)
Promptly after the Effective Date, Carolon will provide Alliqua with the
following:
(i)
customer information relating to the Sorbion Products, based on Carolon's
marketing, tracking and accounting system (the "Customer Information").
This
will include (A) all sales information covering date of transaction, customers,
products sold, pricing, and territory and (B) information listing all samples
shipped.
2150 Cabot Blvd. West, Suite B, Langhorne, PA 19047
Tel: 215-702-8550 Fax: 215-702-8535
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(ii)
all relevant literature and sales materials relating to the Sorbion Products
(the "Sales Materials"); and
(iii)
sales training and training materials, including Power Point presentations,
relating to the Sorbion Products (the "Training Materials").
(c)
Carolon agrees to work with Alliqua to transfer to Alliqua information and to
provide assistance regarding all sales representatives and other subdistributors
that were representing the Sorbion Products on behalf of Carolon immediately
prior to the Effective Date (the "Third Party Sales Force").
(i)
The parties will mutually agree on the communications to Third Party Sales Force
with regard to the transition of distribution rights for the Sorbion Products
from Carolon to Alliqua.
(ii)
Effective as of the Effective Date, Carolon will terminate any agreements
between Carolon and the Third Party Sales Force with regard to the distribution
of any Sorbion Products in the Territory.
(iii)
The selection of which members of the Sales Force will continue to represent the
Sorbion Products for Alliqua will be made with the mutual consent of Carolon,
Alliqua and the applicable Sales Force members.
If Alliqua and a member of the
Sales Force agree that such member will continue to represent the Sorbion
Products for Alliqua, Alliqua will negotiate with the Sales Force representative
as to the terms of their agreement. Should Alliqua choose not to continue to use
a Sales Force currently representing the products for Carolon, Alliqua agrees to
pay the Sales Force a monthly commission of 10% for existing business within the
territory for 6 months after the Effective Date for facilitating a smooth
transition to the new Sales Force.
(d)
Carolon will transfer any pending orders for Sorbion Products placed by
customers prior to the Effective Date (the "Customer Orders") to Alliqua.
(i)
Alliqua will notify Carolon that they are prepared to