Exhibit 10.21
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
TERMINATON AND RELEASE AGREEMENT
THIS TERMINATION AND RELEASE AGREEMENT (the “Agreement”) is made effective as of March 21, 2023 (the “Effective Date”) between Talis Biomedical Corporation (“Talis”) and thinXXS Microtechnology GmbH (“thX”). Talis and thX may hereafter be referred to collectively as the “Parties” or each individually, a “Party.”
WHEREAS, the Parties entered into a Supply Agreement dated as of 22 May 2020, as subsequently amended (the “Supply Agreement”);
WHEREAS, the Parties now desire to terminate the Supply Agreement, enter into a mutual release of any potential claims or actions, as further described below, and end their business relationship.
NOW, THEREFORE, in consideration of the promises, covenants and undertakings herein contained, the receipt and adequacy of which the Parties hereto confess and acknowledge, the Parties agree as follows:
A. Concurrent with this Agreement, the Parties shall enter into the License Agreement attached hereto as Exhibit A (the “License Agreement”). The License Agreement shall not become effective until thX has received the License Payment (as defined in Section 3 of the License Agreement) and is subject to Talis’ compliance with its obligations under this Agreement.
B. The Parties agree to execute the next steps outlined in the attached Termination Execution List (attached and incorporated herein as Exhibit D) within ten (10) days following the Effective Date.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth below.
Talis Biomedical Corporation | thinXXS Microtechnology GmbH |
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By: | /s/ Roger Moody | By: | /s/ Joseph Rytell |
Print Name: | Roger Moody | Print Name: | Joseph Rytell |
Title: | CFO | Title: | President |
Dated: | 3/22/2023 | Dated: | 3/22/2023 |
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