EXHIBIT 10.53
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MUTUAL RELEASE AGREEMENT
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This Mutual Release Agreement ("Agreement"), entered into as of the 30th
day of April, 1998 ("Effective Date"), between DALTEX MEDICAL SCIENCES, INC., a
corporation of the State of Delaware, having a place of business at ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Daltex"), and ARROW INTERNATIONAL
INC., a corporation of the State of Pennsylvania, having a place of business at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Arrow").
RECITALS
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WHEREAS, Daltex was the exclusive licensee of certain patent and
proprietary rights pursuant to License Agreements with the Trustees of Columbia
University in the City of New York ("Columbia"); and
WHEREAS, Daltex, pursuant to a Settlement and Mutual Release Agreement
("SMRA") effective April 30, 1998, which SMRA is attached hereto, and redacted
of its financial terms, is incorporated as part of this Mutual Release
Agreement, has reassigned and granted back to Columbia all rights it had in said
License Agreements; and
WHEREAS, Daltex was a party to, and had certain rights and obligations
under Agreements with Arrow dated March 28, 1991, as modified by a First License
Modification dated
March 28, 1991, and modified by a Second License Modification dated May 30, 1997
("Arrow Agreement); and
WHEREAS, Daltex, as part of its reassignment and grant-back of rights to
Columbia desires the consent of Arrow for such reassignment and grant-back of
rights; and
WHEREAS, the parties hereto desire to mutually release each other from all
rights and obligations they may have had regarding any prior agreements to which
they were a party;
NOW, THEREFORE, in consideration of the premises and of the promises and
conditions hereinafter contained, the parties hereto agree as follows:
1. Daltex hereby releases, remits, acquits and forever discharges Arrow,
together with its former, present or future officers, directors, shareholders,
agents and employees, as well as its predecessors, successors and assigns, from
all obligations, actions, causes of actions, demands, liabilities, losses, costs
and expenses, or suits relating to, or in any way connected with claims which
were or could have been made in conjunction with the Arrow Agreement. This
release pertains only to the parties hereto, and is not meant to effect any
right or obligation of any third party.
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2. Arrow hereby consents to the reassignment and grant-back of rights by
Daltex to Columbia, pursuant to the terms of the SMRA, including Section A(3)
and Section A(4) of the SMRA, and further hereby releases, remits, acquits and
forever discharges Daltex, together with its former, present or future officers,
directors, shareholders, agents and employees, as well as their predecessors,
successors, and assigns, from all obligations, actions, causes of action,
claims, demands, liabilities, losses, costs and expenses, or suits relating to,
or in any way connected with claims which were, or could have been made, in
conjunction with the Arrow Agreement. This release pertains only to the parties
hereto, and is not meant to effect any right or obligation of any third party.
3. This Agreement constitutes the entire agreement between the parties
regarding the subject matter hereof, and supersedes all prior or contemporaneous
understandings or agreements, whether oral or written. This Agreement shall be
modified or amended only by a writing signed by both parties hereto.
4. This Agreement shall be construed, interpreted and applied in
accordance with the laws of the State of New York.
5. This Agreement shall inure to the benefit of, and bind both parties
hereto respectively, and their successors and assigns.
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IN WITNESS WHEREOF, the parties have, through their duly authorized
representatives, executed this Agreement on the date set forth above.
DALTEX MEDICAL SCIENCES, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President & CEO
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Date: 5/25/98
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ARROW INTERNATIONAL INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: President
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Date: 6/12/98
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ACCEPTED AND AGREED:
The Trustees of Columbia University
In the City of New York
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Exe. Dir C/E
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Date: 7/20/98
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