Common use of Settlement and Release Clause in Contracts

Settlement and Release. Except in respect of any claims under ARTICLE 8 of this Termination Agreement, each Party, on behalf of itself, its Affiliates, each and all of its and their respective past, present and future officers, directors, shareholders, interest holders, members, partners, attorneys, consultants, advisors, agents, employees, managers and representatives, and each and all of its and their respective predecessors, successors in interest, assigns, personal representatives, heirs, executors, estates, administrators, trusts and beneficiaries, and all persons acting by, through, under, or in concert with any of them, and each of them (collectively, the “Releasing Parties”), hereby releases the other Party, its Affiliates, its predecessors, successors, assigns, each and all of its and their respective past, present and future officers, directors, shareholders, interest holders, members, partners, attorneys, consultants, advisors, agents, employees, managers and representatives, and each and all of its and their respective predecessors, successors in interest, assigns, personal representatives, heirs, executors, estates, administrators, trusts and beneficiaries, and all persons acting by, through, under, or in concert with any of them, and each of them (the “Released Parties”) from any and all past, present and future claims, demands, rights, actions or causes of action, liabilities, charges, complaints, grievances, obligations, promises, controversies, debts, costs, penalties, fees, damages, losses, obligations, judgments, suits, matters, and issues of any kind or nature whatsoever, whether known or unknown, contingent or absolute, disclosed or undisclosed, material or immaterial, matured or unmatured, and that have been, could have been, or in the future could or might be asserted by or on behalf of any Releasing Party, whether individual, class, derivative, representative, legal, equitable, or any other type or in any other capacity under federal, state or local constitutions, laws, ordinances, regulations, orders or common law (“Claims”) relating to or arising out of, under or in connection with the Agreements or their termination; [*]; and provided, that neither Party hereby releases the other from any Claims arising under this Termination Agreement or claims arising from events, acts or omissions in the future with respect to South Korea.

Settlement and Release. Except in respect As of any claims under ARTICLE 8 of this Termination Agreementthe Effective Date, each Party(a) GSK, on behalf of itself, itself and its Affiliates, hereby releases and discharges Ligand and its respective subsidiaries, divisions, parents, Affiliates, agents and each and all of its and their respective past, present and future officers, directors, shareholdersemployees, interest holders, members, partners, attorneys, consultants, advisors, representatives and agents, employeesand (b) Ligand, managers on behalf of itself and representativesits Affiliates, hereby releases and each discharges GSK and all of its and their respective predecessorssubsidiaries, successors in interestdivisions, assignsparents, personal representativesAffiliates, heirs, executors, estates, administrators, trusts and beneficiaries, and all persons acting by, through, under, or in concert with any of them, agents and each of them (collectively, the “Releasing Parties”), hereby releases the other Party, its Affiliates, its predecessors, successors, assigns, each and all of its and their respective past, present and future officers, directors, shareholdersemployees, interest holders, members, partners, attorneys, consultants, advisors, representatives and agents, employeesin each case ((a) and (b)), managers and representatives, and each and all of its and their respective predecessors, successors in interest, assigns, personal representatives, heirs, executors, estates, administrators, trusts and beneficiaries, and all persons acting by, through, under, or in concert with any of them, and each of them as follows: (the “Released Parties”i) from any and all pastactions, present and future claims, demandscounterclaims, rights, actions or causes of action, liabilities, charges, complaints, grievances, obligations, promises, controversies, debts, costs, penalties, fees, damages, losses, obligations, judgments, suits, matters, defenses and issues of any kind or nature damages whatsoever, in law or equity, whether known in tort or unknowncontract or otherwise, contingent which the releasing Party ever had, now has or absolutehereafter shall or may have, disclosed or undisclosed, material or immaterial, matured or unmatured, and that have beencan be, could be or could have been, been asserted by GSK or Ligand in the future could or might be asserted by or on behalf of any Releasing Party, whether individual, class, derivative, representative, legal, equitableMatter, or any other type judicial or non-judicial proceeding based on facts and circumstances as of the Effective Date known or unknown to the releasing Party which arise out of or relate to any allegations, facts or occurrences alleged in the Matter; (ii) from any and all actions, claims, counterclaims, defenses and damages whatsoever, in law or equity, whether in tort or contract or otherwise, which the releasing Party has or may have had as of the Effective Date, that can be, could be or could have been asserted by GSK or Ligand relating to the Ligand/GSK Agreement, or any other capacity under federaljudicial or non-judicial proceeding based on facts and circumstances as of the Effective Date known to the releasing Party which arise out of or relate to the Ligand/GSK Agreement; and EXECUTION VERSION (iii) from any and all actions, state claims, counterclaims, defenses and damages whatsoever, in law or local constitutionsequity, lawswhether in tort or contract or otherwise, ordinanceswhich the releasing Party has or may have had as of the Effective Date, regulationsthat can be, orders could be or common law (“Claims”) could have been asserted by GSK or Ligand relating to Ligand’s EPO, G-CSF, and interferon research programs with respect to compounds in such programs identified by Ligand after 2002 or arising any other judicial or non-judicial proceeding based on facts and circumstances as of the Effective Date known or unknown to the releasing Party which arise out ofof or relate to Ligand’s EPO, under G-CSF, and interferon research programs, but only with respect to compounds in such programs identified by Ligand after 2002; provided, however, with respect to (i), (ii) and (iii) above, that nothing herein shall have any effect on any actions, claims, counterclaims, defenses or in connection with the Agreements or their termination; [*]damages related to any alleged breach of this Agreement, including any alleged breach of any representations, warranties and covenants therein; and provided, further, however, that neither Party hereby releases nothing in (ii) or (iii) above shall have any effect on any patent claims GSK may have, now or in the other future, relating to Ligand’s EPO, G-CSF and interferon programs. For the avoidance of doubt, this settlement and release shall not apply to any future conduct that has not occurred as of the Effective Date and shall in no way prevent the Parties from bringing any Claims arising under this Termination Agreement actions, claims, counterclaims, defenses and damages whatsoever, in law or claims arising from eventsequity, acts whether in tort or omissions contract or otherwise in the future with respect to South Koreabased on conduct that first occurs after the Effective Date. Furthermore, and for the avoidance of doubt, nothing herein shall have any effect on any indemnification obligations of a Party for Third Party claims as set forth in Article 13.

Settlement and Release. Except in respect of any claims under ARTICLE 8 10.1 Concurrent with the execution of this Termination AgreementAmendment and except as set forth in this Amendment, each Partyparty, on behalf of itself, its Affiliates, itself and on behalf of each and all of its and their respective pastparent corporations, present and future officersdivisions, directorssubsidiaries, shareholdersaffiliates, interest holderspredecessors, members, partners, attorneys, consultants, advisors, agents, employees, managers and representativessuccessors, and each and all of its and their respective predecessors, successors in interest, assigns, personal representatives, heirs, executors, estates, administrators, trusts hereby releases and beneficiaries, and all persons acting by, through, under, or in concert with any of themforever discharges the other party, and each of them (collectivelysaid other party's respective parent corporations, the “Releasing Parties”)divisions, hereby releases the other Partysubsidiaries, its Affiliatesaffiliates, its predecessors, successors, assigns, each and all of its and their respective past, present and future officers, directors, shareholderstrustees, interest holdersheirs, membersbeneficiaries, partnersexecutors, administrators, attorneys, consultants, advisors, agents, employees, managers and representatives, and each and all of its and their respective predecessors, successors in interest, assigns, personal representatives, heirs, executors, estates, administrators, trusts and beneficiaries, and all persons acting by, through, under, or in concert with any of them, and each of them (the “Released Parties”) agents from any and all pastactions, present and future claims, demands, rights, actions or causes of action, claims, counterclaims, cross claims, third party claims, debts, demands, liabilities, chargeslawsuits, complaintsaccounts, grievancescovenants, contracts, promises, agreements, doings, omissions, obligations, promises, controversies, debts, costs, penaltiesattorneys' fees, feesexpenses, damages, lossesand claims of every name and nature, obligations, judgments, suits, matters, known and issues of any kind or nature whatsoever, whether known or unknown, contingent or absolutein law and in equity, disclosed or undisclosedwhich existed, material or immaterial, matured or unmatured, and that may have been, existed and/or which could have beenbeen asserted from the beginning of the world to the Amendment Effective Date of this Amendment No. Three arising out of and/or relating to the Manufacturing Agreement, as amended, under any foreign, federal, state, or in the future could or might be asserted by or on behalf of any Releasing Partymunicipal law, whether individual, class, derivative, representative, legal, equitable, or any other type or in any other capacity under federal, state or local constitutions, laws, ordinances, regulations, orders regulation or common law (“Claims”) relating to cause of action. 10.2 Each party hereby waives and relinquishes any right or benefit which it has or may have against the other party as of the date of this Amendment concerning, arising out of, under and/or relating to the Manufacturing Agreement regardless of whether said right or in benefit was known or unknown at the time that the party executed this Amendment. In connection with such waiver and relinquishment, each party acknowledges that it is aware that it or its attorneys, agents, consultants, officers, employees, or accountants may hereafter discover claims or facts in addition to or different from those now known or believed to exist. Nevertheless, it is the Agreements intention of each party to fully, finally and forever settle, release, and agree not to ▇▇▇ over any and all such claims, causes of action, and other matters as set forth in this Amendment. In furtherance of this intention, the releases and agreements not to ▇▇▇ set forth in this Amendment shall be and remain in effect as full and complete releases notwithstanding the subsequent discovery or their termination; [*]; existence of any such additional or different claim or fact. In entering into this settlement and providedgranting the releases and covenants not to ▇▇▇ set forth in this Amendment, that neither Party hereby releases each party knowingly and willingly waive any rights it may have under Section 1542 of the California Civil Code (and/or under any similar statute or law of any other from any Claims arising under this Termination Agreement or claims arising from eventsjurisdiction), acts or omissions in the future with respect to South Korea.which provides:

Settlement and Release. Except in respect of any claims under ARTICLE 8 Article 7 of this Termination Agreement, each Party, on behalf of itself, its Affiliates, each and all of its and their respective past, present and future officers, directors, shareholders, interest holders, members, partners, attorneys, consultants, advisors, agents, employees, managers and representatives, and each and all of its and their respective predecessors, successors in interest, assigns, personal representatives, heirs, executors, estates, administrators, trusts and beneficiaries, and all persons acting by, through, under, or in concert with any of them, and each of them (collectively, the “Releasing Parties”), hereby releases the other Party, its Affiliates, its predecessors, successors, assigns, each and all of its and their respective past, present and future officers, directors, shareholders, interest holders, members, partners, attorneys, consultants, advisors, agents, employees, managers and representatives, and each and all of its and their respective predecessors, successors in interest, assigns, personal representatives, heirs, executors, estates, administrators, trusts and beneficiaries, and all persons acting by, through, under, or in concert with any of them, and each of them (the “Released Parties”) from any and all past, present and future claims, demands, rights, actions or causes of action, liabilities, charges, complaints, grievances, obligations, promises, controversies, debts, costs, penalties, fees, damages, losses, obligations, judgments, suits, matters, and issues of any kind or nature whatsoever, whether known or unknown, contingent or absolute, disclosed or undisclosed, material or immaterial, matured or unmatured, and that have been, could have been, or in the future could or might be asserted by or on behalf of any Releasing Party, whether individual, class, derivative, representative, legal, equitable, or any other type or in any other capacity under federal, state or local constitutions, laws, ordinances, regulations, orders or common law (“Claims”) relating to or arising out of, under or in connection with the Agreements or their termination; [*]; and provided, that neither Party hereby releases the other from any Claims arising under this Termination Agreement or claims arising from events, acts or omissions in the future with respect to South Korea.

Settlement and Release. Except in respect of any claims under ARTICLE 8 20.1 Concurrent with the execution of this Termination AgreementAmendment and except as set forth in this Amendment, each Partyparty, on behalf of itself, its Affiliates, itself and on behalf of each and all of its and their respective pastparent corporations, present and future officersdivisions, directorssubsidiaries, shareholdersaffiliates, interest holderspredecessors, members, partners, attorneys, consultants, advisors, agents, employees, managers and representativessuccessors, and each and all of its and their respective predecessors, successors in interest, assigns, personal representatives, heirs, executors, estates, administrators, trusts hereby releases and beneficiaries, and all persons acting by, through, under, or in concert with any of themforever discharges the other party, and each of them (collectivelysaid other party's respective parent corporations, the “Releasing Parties”)divisions, hereby releases the other Partysubsidiaries, its Affiliatesaffiliates, its predecessors, successors, assigns, each and all of its and their respective past, present and future officers, directors, shareholderstrustees, interest holdersheirs, membersbeneficiaries, partnersexecutors, administrators, attorneys, consultants, advisors, agents, employees, managers and representatives, and each and all of its and their respective predecessors, successors in interest, assigns, personal representatives, heirs, executors, estates, administrators, trusts and beneficiaries, and all persons acting by, through, under, or in concert with any of them, and each of them (the “Released Parties”) agents from any and all pastactions, present and future claims, demands, rights, actions or causes of action, claims, counterclaims, cross claims, third party claims, debts, demands, liabilities, chargeslawsuits, complaintsaccounts, grievancescovenants, contracts, promises, agreements, doings, omissions, obligations, promises, controversies, debts, costs, penaltiesattorneys' fees, feesexpenses, damages, lossesand claims of every name and nature, obligations, judgments, suits, matters, known and issues of any kind or nature whatsoever, whether known or unknown, contingent or absolutein law and in equity, disclosed or undisclosedwhich existed, material or immaterial, matured or unmatured, and that may have been, existed and/or which could have beenbeen asserted from the beginning of the world to this date arising out of and/or relating to the Manufacturing Agreement, as amended, under any foreign, federal, state, or in the future could or might be asserted by or on behalf of any Releasing Partymunicipal law, whether individual, class, derivative, representative, legal, equitable, or any other type or in any other capacity under federal, state or local constitutions, laws, ordinances, regulations, orders regulation or common law (“Claims”) relating to cause of action. 20.2 Each party hereby waives and relinquishes any right or benefit which it has or may have against the other party as of the date of this Amendment concerning, arising out of, under and/or relating to the Manufacturing Agreement regardless of whether said right or in benefit was known or unknown at the time that the party executed this Amendment. In connection with such waiver and relinquishment, each party acknowledges that it is aware that it or its attorneys, agents, consultants, officers, employees, or accountants may hereafter discover claims or facts in addition to or different from those now known or believed to exist. Nevertheless, it is the Agreements intention of each party to fully, finally and forever settle, release, and agree not to ▇▇▇ over any and all such claims, causes of action, and other matters as set forth in this Amendment. In furtherance of this intention, the releases and agreements not to ▇▇▇ set forth in this Amendment shall be and remain in effect as full and complete releases notwithstanding the subsequent discovery or their termination; [*]; existence of any such additional or different claim or fact. In entering into this settlement and providedgranting the releases and covenants not to ▇▇▇ set forth in this Amendment, that neither Party hereby releases each party knowingly and willingly waive any rights it may have under Section 1542 of the California Civil Code (and/or under any similar statute or law of any other from any Claims arising under this Termination Agreement or claims arising from eventsjurisdiction), acts or omissions in the future with respect to South Korea.which provides: