Exhibit 10.14
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Termination Agreement") is entered into as of this 3rd day of
February 2003, but effective as of the Effective Date as set forth below, by and between INSMED
PHARMACEUTICALS, INC., a corporation organized under the laws of the Commonwealth of Virginia and
having a business address at 4851 Lake Brook Drive, Glen Allen, Virginia 23060 ("Insmed") and TAISHO
PHARMACEUTICAL CO., LTD., a corporation organized under the laws of Japan and having a business
address at 24-1, Takata 3-chome, Toshima-ku, Tokyo, 170-8633 ("Taisho").
WHEREAS, effective July 10, 2000 Insmed and Taisho entered into a License and Development Agreement
("License Agreement") for the development of D-chiro-inositol; and
WHEREAS, by Amendment dated September 5, 2002 ("the Amendment") Insmed and Taisho agreed to amend
the License Agreement to release Taisho from any obligations relating to the use of D-chiro-inositol for the
polycystic ovary syndrome indication and agreed on payments due to Insmed; and
WHEREAS, under the License Agreement as amended by the Amendment Taisho had the right to terminate the
License Agreement upon six months written notice to Insmed or earlier with the approval of Insmed; and
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WHEREAS, by letter dated September 30, 2002 Taisho notified Insmed of its intent to terminate the License
Agreement in accordance with the terms of the Amendment; and
WHEREAS Insmed has agreed to an earlier termination subject to the fulfillment by Taisho of certain obligations
which are expressly provided in this Termination Agreement and are regarded as all and exclusive obligation of
Taisho;
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and undertakings set forth
below and all other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties, Insmed and Taisho hereby agree as follows:
1. Effective upon the date of Insmed's receipt of the payment of $52,500.00 from