This Termination Agreement (the "Agreement") is made and entered into this 28th day of February, 2002, by and
between The University of Texas M.D. Anderson Cancer Center ("UTMDACC"), a component institution of
The University of Texas System, and B. Twelve, Inc. ("BTI").
WHEREAS, UTMCACC and BTI entered into a Sponsored Laboratory Study Agreement dated August 31,
1999, which was amended by an Amendment No. 1 to Research Agreement dated November 20, 2000 (the
WHEREAS, the SLS Agreement provided for BTI to sponsor a study (the "Study") undertaken by UTMDACC
and Dr. Robert Newman (the "Principal Investigator");
WHEREAS, BTI is in default of its financial obligations to UTMDACC under the SLS Agreement; and
WHEREAS, the parties desire to terminate the SLS Agreement;
NOW THEREFORE, for good and valuable consideration, including in consideration of the mutual benefits,
terms, and conditions expressed herein, the parties hereby agree as follows:
1. The SLS Agreeement is hereby terminated, and as a consequence of which, all terms and provisions of the
SLS Agreement are hereafter null, void, and unenforceable. Neither party shall hereafter owe any duty or
obligation to the other under the SLS Agreement.
2. The parties hereby release, waive, and relinquish all rights, claims and benefits under the SLS Agreement.
3. UTMDACC and the Principal Investigator shall have the unrestricted right to continue and pursue the Study in
any manner and with any other party or sponsor and without any obligation to BTI.
4. This Agreement shall be governed by the laws of the State of Texas without regard to its conflicts of law
5. This Agreement may be signed in multiple counterparts, each of which shall be deemed an original, but all of
which together shall be one and the same instrument.
NOW THEREFORE, having agreed to the terms and provisions set forth herein, the parties have caused this
Agreement to be signed as of the date written abov