Exhibit 99.1
SETTLEMENT AGREEMENT
WHEREAS, the parties hereto have each made claims against the other in
the Circuit Court for Prince George's County, Maryland, American Bio Medica x.
Xxxxxxx X. Xxxxxx, bearing case number CAL 95-06754 and the parties hereto are
the sole parties named in that suit; and
WHEREAS, each party, in consideration of the terms of this Agreement,
desires and intends to dismiss with prejudice each and every claim made by that
party against the other, it is this _______ day of _________________, 2001.
Agreed as Follows:
1. American Bio Medica Corporation (ABMC) shall cause to have issued to
Xxxxxxx Xxxxxx a total of 115,000 shares of the common stock of ABMC no later
than October 1, 2001. Said stock shall be registered by ABMC according to the
requirements of the Securities Act of 1933.
2. If, upon receipt of said shares, Xxxxxxx Xxxxxx (or any transferee
of rights to said shares) determines to sell the same, no sale shall fail to
comply with the following terms: (a) In the calendar year 2001, no more than
30,000 of said shares be sold, and no sale shall be for more than 10,000 shares
within any thirty (30) day period; (b) in the calendar year 2002, no more than
fifty percent of the remaining shares may be sold but no sale in any three month
period shall exceed twenty-five percent of the remainder of the unsold shares,
and (c) in the calendar year 2003, there are no time or number restrictions on
the sale of the remaining unsold shares.
3. This is the entire agreement of the parties, there are no other
agreements between the parties and this agreement supercedes any and all other
duties and responsibilities between them.
4. Upon execution of this agreement, the parties shall notify the
Prince George's County Circuit Court and file a line of dismissal with prejudice
of all claims in case number CAL 95-06754.
5. This agreement constitutes a full and complete release to and from
each party hereto from any claims made and which could have been made, in case
number CAL 95-06754 and release all said claims, made or unmade, against unnamed
parties, including the stockholders, directors, officers, employees and agents
of ABMC.
6. This Agreement and the obligations and commitments incurred
hereunder shall survive the dismissal of claims with prejudice contemplated by
this Agreement. The parties consent to jurisdiction in the Circuit Court of
Prince George's County, Maryland for purposes of enforcement of this Agreement
or any disputes arising under or relating to this Agreement.
7. This Agreement shall be construed pursuant to the laws of the State
of Maryland without reference to its conflict of laws provisions.
8. This Agreement may be executed in two counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument. Facsimile signatures are as effective as original
signatures.
9. This Agreement is for purposes of settlement and does not constitute
any admission of liability by any party.
10. This Agreement is the result of bilateral negotiations between the
parties and shall be construed without regard to the party or parties
responsible for its preparation. In resolving any ambiguity or uncertainty
existing herein, the parties agree that no consideration or weight shall be
given to the identity of the party drafting this Agreement.
Xxxxxxx Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
---------------------------
0000 Xxxx Xxxxx X Xxxxxx
Xxxxx, XX 00000-0000
American Bio Medica Corporation
By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
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President
000 Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
