Common use of Mutual Release of Claims Clause in Contracts

Mutual Release of Claims. Each party acknowledges and agrees that it has made an acceptable investigation of the facts pertaining to this settlement, this Settlement Agreement and the matters pertaining thereto. In consideration of the various promises and undertakings, obligations, warranties and representations of each of the parties to this Settlement Agreement, and contingent upon each Party’s timely performance of them, Rockefeller and Ligand each hereby releases and forever discharges the other, and each of their stockholders, affiliates, predecessors, successors, directors, trustees, officers, faculty, employees, lawyers, accountants and other representatives, from any and all liability whatever, including all claims, demands and causes of action, of every nature, known or unknown including, without limitation, any claims for breach of contract, declaratory relief, misrepresentation, inequitable conduct, or any other form of damage or theory of recovery whatsoever from the beginning of time until the Effective Date, arising out of, based upon or relating to (a) the Original Agreement, (b) the disputes, claims and counterclaims in the Litigation, as well as any compulsory counterclaims that could have been properly pled and tried in the Litigation, (c) Eltrombopag, LGD-4665, and any TPO or other compound developed by Ligand alone or with a third party, which compound was subject to the Original Agreement and (d) all payments “made under protest” by Ligand to Rockefeller pursuant to Section 2.4 of the Original Agreement. Rockefeller and Ligand shall bear their own attorneys’ fees and costs incurred in connection with the Litigation and this Settlement Agreement. With respect to the subjects above, each of the Parties recognizes and understands that this release applies to and covers the claims and counterclaims in the Litigation. Each of Rockefeller and Ligand (a) expressly waives any right to claim or assert hereafter that any claim, counterclaim, demand or cause of action has been omitted, through ignorance, oversight or error, from this Settlement Agreement; and (b) makes this waiver with the full knowledge of their respective rights and with specific intent to release both known and unknown claims. This release is intended to include in its effect, without limitation, all claims or counterclaims which each of Rockefeller or Ligand does not know or suspect to exist at the time of execution hereof, and this release extinguishes any such claims or counterclaims.

Mutual Release of Claims. Each party acknowledges and agrees that it has made an acceptable investigation of the facts pertaining to this settlement, this Settlement Agreement and the matters pertaining thereto. In consideration of the various promises and undertakings, obligations, warranties and representations of each of the parties to this Settlement Agreement, and excluding claims arising out of, based upon or relating to bazedoxifene after the Effective Date and contingent upon each Partyparty’s timely performance of them, Rockefeller Salk and Ligand each hereby releases and forever discharges the other, and each of their stockholders, affiliates, predecessors, successors, affiliated corporations, subsidiary corporations, parent corporations, agents, directors, trustees, officers, facultyemployees, employeesrepresentatives, lawyers, accountants and other representativesall persons acting by, through, under, or in concert with them, or any of them, from any and all liability whatever, including all claims, demands and causes of action, of every nature, known or unknown including, without limitation, any claims for breach of contract, declaratory relief, misrepresentation, inequitable conduct, or any other form of damage or theory of recovery whatsoever from the beginning of time until the Effective Date, arising out of, based upon or relating to (a) the Original Agreement, (b) the disputes, claims and counterclaims in the LitigationArbitration, as well as any compulsory counterclaims that claims which could have been properly pled plead and tried in the LitigationArbitration, (b) the 2002 ALA, (c) Eltrombopagthe PPAR Agreement, (d) Promacta, lasofoxifene, LGD-4665, and LGD-4033, any TPO EPO modulator or any other compound developed by Ligand alone or with a third party, which compound was that may have been subject to the Original 2002 ALA or the PPAR Agreement (other than bazedoxifene as to which the parties have agreed as set forth in Section 4.5) and (de) all payments “made under protest” by Ligand to Rockefeller Salk pursuant to Section 2.4 Article 4.4 of the Original Agreement2002 ALA. Rockefeller Salk and Ligand shall each bear their own attorneys’ fees and costs incurred in connection this action. Salk and Ligand each acknowledge that they have been advised by legal counsel and are familiar with the Litigation and this Settlement Agreement. With respect to the subjects aboveprovisions of California Civil Code Section 1542, each which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” Each of the Parties parties recognizes and understands that this release section applies to and covers the aforementioned claims and counterclaims in the Litigation. Each of Rockefeller and Ligand (a) hereby expressly waives any right to claim rights it may have under this section as well as under any other statutes or assert hereafter that any claim, counterclaim, demand or cause common law principles of action has been omitted, through ignorance, oversight or error, from this Settlement Agreement; and (b) makes this waiver with the full knowledge of their respective rights and with specific intent to release both known and unknown claims. This release is intended to include in its similar effect, without limitation, all claims or counterclaims which each of Rockefeller or Ligand does not know or suspect to exist at the time of execution hereof, and this release extinguishes any such claims or counterclaims.

Mutual Release of Claims. Each party acknowledges Bergerac, for and agrees that it has made an acceptable investigation on behalf of Bergerac and Bergerac’s heirs, beneficiaries, executors, administrators, successors, assigns, and anyone claiming through or under any of the facts pertaining to this settlementforegoing, this Settlement Agreement and the matters pertaining thereto. In consideration of the various promises and undertakings, obligations, warranties and representations of each of the parties to this Settlement Agreementhereby agrees to, and contingent upon each Party’s timely performance of themdoes, Rockefeller and Ligand each hereby releases remise, release and forever discharges discharge the otherCompany and its current and former agents, and each of their stockholdersofficers, employees, directors, divisions, parents, subsidiaries, affiliates, predecessorsrepresentatives, attorneys, successors, directorsand assigns (hereinafter, trusteescollectively, officers, faculty, employees, lawyers, accountants and other representatives, the “Company Releasees”) from any and all liability whatevermatters, including all claims, demands and demands, damages, causes of action, debts, liabilities, controversies, judgments and suits of every naturekind and nature whatsoever, foreseen or unforeseen, known or unknown includingunknown, without limitationwhich have arisen or could arise between Bergerac and the Company Releasees from matters, any claims for breach of contract, declaratory relief, misrepresentation, inequitable conductactions, or any other form of damage inactions which occurred prior to or theory of recovery whatsoever from on the beginning of time until the Effective DateOffer Date (as defined in this Agreement), arising out of, based upon or relating including but not limited to (a) the Original Agreement, (b) the disputes, all such claims and counterclaims in the Litigation, as well as any compulsory counterclaims that could have been properly pled and tried in the Litigation, (c) Eltrombopag, LGD-4665, and any TPO matters arising from or other compound developed by Ligand alone or with a third party, which compound was subject to the Original Agreement and (d) all payments “made under protest” by Ligand to Rockefeller pursuant to Section 2.4 of the Original Agreement. Rockefeller and Ligand shall bear their own attorneys’ fees and costs incurred in connection with Bergerac’s employment with the Litigation Company, her separation from the Company, Bergerac’s Employment Agreement, and the offer, negotiation, and acceptance of this Settlement Agreement. With respect to Bergerac understands that the subjects aboveprovisions of this Paragraph mean that she cannot bring a lawsuit against the Company Releasees for any reason, each except for the interpretation, breach, and/or enforcement of the Parties recognizes terms of this Agreement. The Company hereby agrees to, and understands that this does, remise, release applies and forever discharge Bergerac from any and all matters, claims, demands, damages, causes of action, debts, liabilities, controversies, judgments and suits of every kind and nature whatsoever, foreseen or unforeseen, known or unknown, which have arisen or could arise between Bergerac and the Company from matters, actions, or inactions which occurred prior to and covers or on the Offer Date, including but not limited to all such claims and counterclaims matters arising from or in the Litigation. Each of Rockefeller and Ligand (a) expressly waives any right to claim or assert hereafter that any claim, counterclaim, demand or cause of action has been omitted, through ignorance, oversight or error, from this Settlement Agreement; and (b) makes this waiver connection with Bergerac’s employment with the full knowledge of their respective rights and with specific intent to release both known and unknown claims. This release is intended to include in its effectCompany, without limitationher separation from the Company, all claims or counterclaims which each of Rockefeller or Ligand does not know or suspect to exist at the time of execution hereofBergerac’s Employment Agreement, and the offer, negotiation, and acceptance of this release extinguishes Agreement. The Company understands the provisions of this Paragraph to mean that the Company cannot bring a lawsuit against Bergerac for any such claims or counterclaimsreason, except for the interpretation, breach, and/or enforcement of the terms of this Agreement.

Mutual Release of Claims. Each party acknowledges In consideration of the Settlement Payment and agrees subject to the terms and conditions set out in this Agreement, and other good and valuable consideration, receipt of which is hereby acknowledged, Merchants their successors, assigns, estates, executors of those estates, heirs, beneficiaries and agents, (“Releasors”) release and discharge Funders and its respective current and former predecessors, successors, parents, affiliates, subsidiaries, and all of the aforementioned’ s respective agents, employees, officers, directors, shareholders, attorneys (The Faskowitz Law Firm, PLLC), collection agencies, credit reporting agencies and vendors (“Releasees”) from all claims of any kind (including any claims for damages, interest, fees and/or attorney’s fees) that it has made an acceptable investigation may have with respect to the Account, or any other matter between Releasors and Releasees, including without limitation, all claims that were asserted or could have been asserted in the Litigation as of the facts pertaining date of this Agreement. Merchants further agree that it will not file any claims, complaints, affidavits, arbitrations or proceedings with any regulatory or administrative agency with respect to this settlement, this Settlement Agreement and the matters pertaining theretoreleased in this Agreement against any of the aforementioned, and any such claims, complaints, affidavits, arbitrations or proceedings filed prior to the execution of this Agreement shall promptly be dismissed or withdrawn. This Agreement is intended to resolve forever the entire disagreement between Releasors and Releasees. In consideration of the various promises Settlement Payment and undertakings, obligations, warranties subject to the terms and representations of each of the parties to conditions set out in this Settlement Agreement, and contingent upon each Party’s timely performance other good and valuable consideration, receipt of themwhich is hereby acknowledged, Rockefeller and Ligand each hereby releases and forever discharges the otherFunders, and each of their stockholders, affiliates, predecessors, successors, directorsassigns, trusteesestates, executors of those estates, heirs, beneficiaries, parents, affiliates, subsidiaries, agents, employees, officers, facultydirectors, employeesshareholders, lawyersattorneys (including, accountants but not limited to, The Faskowitz Law Firm PLLC) (“Releasors”), releases and other representativesdischarges Merchants and all its successors, assigns, estates, executors of those estates, heirs, beneficiaries and agents (“Releasees”) from any and all liability whateverpresent and future actions, including all claimscauses, demands and causes of action, of every naturecovenants, contracts, claims, losses, liabilities, and demands whatsoever, whether based on any federal, state, local or municipal law, act, ordinance, statute, regulation or rule (whether known or unknown including, without limitationat the time of execution of this Agreement), any claims for breach of contractcommon law, declaratory reliefany public policy, misrepresentationand any contract or agreement (whether oral or written, inequitable conductexpress or implied), or otherwise, that Releasors had, have or may have (whether known or unknown, contingent or liquidated, cxxxxx or inchoate, or otherwise) against Releasees by reason of, arising out of, relating to, or otherwise in connection in any other form way with, the acts or omissions to act of damage or theory of recovery whatsoever Releasees from the beginning of time until through and including the Effective Date, arising out of, based upon or relating to (a) the Original Agreement, (b) the disputes, claims and counterclaims in the Litigation, as well as any compulsory counterclaims that could have been properly pled and tried in the Litigation, (c) Eltrombopag, LGD-4665, and any TPO or other compound developed by Ligand alone or with a third party, which compound was subject to the Original Agreement and (d) all payments “made under protest” by Ligand to Rockefeller pursuant to Section 2.4 date of the Original Agreement. Rockefeller and Ligand shall bear their own attorneys’ fees and costs incurred in connection with the Litigation and this Settlement Agreement. With respect to the subjects above, each of the Parties recognizes and understands that this release applies to and covers the claims and counterclaims in the Litigation. Each of Rockefeller and Ligand (a) expressly waives any right to claim or assert hereafter that any claim, counterclaim, demand or cause of action has been omitted, through ignorance, oversight or error, from this Settlement Agreement; and (b) makes this waiver with the full knowledge of their respective rights and with specific intent to release both known and unknown claims. This release is intended to include in its effect, without limitation, all claims or counterclaims which each of Rockefeller or Ligand does not know or suspect to exist at the time of execution hereof, and this release extinguishes any such claims or counterclaimsRelease.