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Exhibit 10.19
XXXXX X. XXXX
December 31, 1997
Xxxxxxx X. Xxxxxxx
Xxxxxxx BioTechnologies, Ltd.
Post Office Drawer 00000
Xxxxxxxx Xxxxxxxx Xxxx, XX 00000
Dear Rich:
The following is in response to your letter proposal of November 13, 1997
concerning Xxxxxxx Xxxxxxx. I hereby agree to the following amendments to the
December 31, 1996 Settlement Agreement between Demeter and me. If you agree,
please sign below and return one copy to me via Xxxxxx Xxxx.
Amendments:
1. Xxxx releases Demeter of any obligations to pay cash specified in Section
6 of the Agreement.
2. Xxxxxxx agrees to deliver the stock certificates specified in Section 3 of
the Agreement to Xxxxxx Xxxx at the Demeter offices in Durham, NC on or before
Friday, January 16, 1998.
3. Demeter will not register the above shares as specified in Section 5 of
the Agreement. However, on or before January 16, 1998, Xxxxxxx will notify
American Securities Transfer, Inc. (AST) in writing or facsimile as required by
AST that these shares are to become free trading upon Xxxx'x written request.
4. Demeter will also notify AST on or before January 16, 1998 that, upon
Xxxx'x written request, the shares represented by Certificate 9303-147 shall
also become free trading.
5. Xxxxxxx acknowledges that it has no further issue with Xxxx regarding
matters with Xxxxxxx Xxxxxxx.
/s/ Xxxxx X. Xxxx Xxxxxx: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxx X. Xxxx Demeter BioTechnologies, Ltd.
Xxxxxxx X. Xxxxxxx
President
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SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release (the "Agreement") is entered
into effective the 31st day of December, 1996 (the "Effective Date") by and
between Demeter Biotechnologies, Ltd., a Colorado corporation, with its
principal executive offices at 000 Xxxx Xxxx Xxxxxx, Xxxxxx, Xxxxx Xxxxxxxx
00000 ("Demeter"), and Xxxxx X. Xxxx, a person of the age of majority, whose
address is _______________________________ ("Xxxx"). Xxxxxxx and Xxxx are
collectively referred to herein as the "Parties."
WHEREAS, Xxxx, in his business relationship with Xxxxxxx, served as
President of Demeter for a period from its inception until December, 1995, and
as Chairman of the Board of Demeter from June, 1992 until January, 1996; and
WHEREAS, as a result of certain agreements made between Xxxx and others
during the above mentioned term of Xxxx'x relationship with Xxxxxxx, Xxxxxxx has
become unduly liable to others and thereby asserts claims against Xxxx for
damages; and
WHEREAS, Xxxx asserts claims against Xxxxxxx for the payment of
compensation an reimbursement arising out of the above mentioned relationship
with Xxxxxxx; and
WHEREAS, Demeter is indebted to Xxxx in the aggregate amount of
approximately Three hundred thousand ($300,000) Dollars in connection with the
aforementioned Promissory Notes, Loan Agreements and business relationship; and
WHEREAS, as a result of the foregoing circumstances, bona fide disputes and
controversies exist between the Parties to this agreement; and
WHEREAS, the Parties hereto desire to compromise and settle any and all
claims, causes of actions, issues or obligations of any kind whatsoever that the
Parties have or may have in the future against each other arising out of or by
reason of any relationship or agreement which exists and/or did exist between
the Parties.
THEREFORE, for good and valuable consideration, the Parties agree as
follows:
1. DEFINITIONS. As used herein and in any other written agreements
incorporated herein, the following terms are defined as indicated:
"AGREEMENT" means this document, the terms and conditions recited
therein, and the documents, instruments and certificates delivered pursuant to
this agreement and which are incorporated herein.
"CLAIMS" means all past, present or future claims debts, demands,
actions, causes of action, suits, losses, sums of money, contracts, agreements,
judgments, remedies and liabilities of whatsoever kind and nature, both in law
and equity, in contract or tort, that the releasing party had, now has, or may
ever have against the released party by reason of any matter, cause, event, or
thing whatsoever, whether known or unknown, suspected or unsuspected, for all
existing, future, known and unknown damages (whether compensatory or otherwise,
foreseen or
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unforeseen matured or unmatured or accrued or not accrued) arising out of or
connected with:
a. any legal claims, causes of action or legal theories of
liabilities that could be asserted in any court, tribunal or
forum any where in the world and based on the transactions,
facts, events, agreements or circumstances, involved in any
and all relationships Xxxx had, now has or may in the future
have as employee, director, shareholder, associate or
partner with Xxxxxxx;
b. any of the contracts, licenses and agreements by and
between the Parties as concerns and relates to the other;
c. ANY LEGAL CLAIMS, CAUSES OF ACTION OR LEGAL THEORIES OF
LIABILITY ARISING OR THAT MAY HAVE ARISEN BETWEEN THE
PARTIES FROM THE BEGINNING OF TIME TO THE EFFECTIVE DATE OF
THIS AGREEMENT BY VIRTUE OF ANY ACT OR OMISSION WHATSOEVER.
"CLOSING DATE" means December 31, 1996 and furthermore the closing
shall occur in Durham, North Carolina or at such other location as may be
mutually agreed upon by the Parties.
"CONSIDERATION" means the making and performance of the promises,
covenants and warranties stated in this Agreement; the occurrence of the events
sated in this Agreement; and the making and the truthfulness of the Parties'
representations made in this Agreement and any agreement that is to be
incorporated herein.
"DEMETER" means Demeter BioTechnologies, Ltd., a corporation chartered
under the laws of the State of Colorado, and all of its respective officers,
directors, employees, subsidiaries, affiliates, owners, shareholders,
successors, assigns, servants, and all other related persons, firms and
corporations, with the sole exception of Xxxxx X. Xxxx as to any of the
immediately foregoing descriptions, designations and/or capacities.
"EFFECTIVE DATE" means the date this Agreement has been executed in
full by all Parties.
"XXXX" means Xxxxx X. Xxxx and all of his respective representatives,
agents, employees, affiliates, successors, assigns, heirs, executors,
administrators, and all other related persons, firms, and corporations.
"LAWS" means all statutes, laws, ordinances, regulations, policies,
orders, writs, injunctions or decrees of the United States, any state or
commonwealth, any municipality, any foreign country, any territory or possession
or any tribunal.
"PARTIES" means Demeter BioTechnologies, Ltd. and Lames X. Xxxx.
"RELEASE" means to release, acquit and forever discharge the released
party and his or its past and present directors, officers, parent and subsidiary
entities, partners,
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representatives, executors, administrators, predecessors, successors, agents,
servants, assignees, employees, attorneys, and all other persons in privity with
them (with the sole exception of Xxxxx X. Xxxx as to any of the immediately
foregoing descriptions, designations, and/or capacities) of and from any and all
claims (herein defined).
2. ADEQUACY OF CONSIDERATION. Each of the Parties acknowledges the
adequacy of the Consideration by signing this Agreement.
3. DELIVERY OF STOCK. Within sixty (60) days of the Effective Date,
Demeter will cause to be issued and delivered to Xxxx a certificate(s) for Six
hundred thousand (600,000) shares of restricted (Rule 144) Demeter common stock
("Demeter Stock") to replace stock Xxxx has contributed to the benefit of
Demeter and for cash loans made to Demeter.
4. RESTRICTED STOCK; LEGEND REQUIREMENT. Xxxx acknowledges and
understands that the Demeter Stock will be restricted, that it is being issued
to him in a private transaction, and that it has not been registered under the
Securities Act of 1933 (the "Act"), or the securities laws of any states in
reliance on exceptions from the registration requirements of the act and such
state securities laws. The Demeter stock is subject to restrictions on
transferability and may not be transferred or resold except as permitted under
the Act and such laws pursuant to registration or exemption therefrom. The
Demeter stock has not been approved or disapproved by the Securities and
Exchange Commission or any other regulatory authority. The certificate(s)
evidencing the Demeter Stock will bear a legend substantially resembling the
following:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") AND ARE "RESTRICTED SECURITIES" AS THAT TERM
IS DEFINED IN RULE 144 UNDER THE ACT. THE SHARES MAY NOT BE OFFERED FOR SALE,
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY.
5. REGISTRATION RIGHTS. The six hundred thousand (600,000) shares of
Demeter Stock to be issued pursuant to paragraph 3 of this Agreement will be
registered by Demeter under the "Act" on or before March 31, 1998.
6. DELIVERY OF CASH. Subsequent to the Effective Date, Demeter will pay
Xxxx, either in lump sum or in partial payments as funds become available, at
the sole option of Demeter, the sum of Fifty Thousand ($50,000) Dollars, such
payments to consist of cash received by Demeter in the form of new capital,
royalties or license fees after the Effective Date. No such lump sum or partial
payment shall constitute an amount in excess of one (1) percent of new capital,
royalties or license fees received by Demeter in excess of Five Hundred Thousand
($500,000) Dollars after the effective date of this agreement. Xxxx will provide
instructions to Demeter concerning where the payment(s) called for hereunder
shall be sent. In consideration for this $50,000 payment, Xxxx forgives Demeter
any other loans, notes or debt.
7. KAZAKH-PARACURE CLAIM DISPOSITION. Xxxx will work diligently to
obtain, in an expeditious manner, the satisfaction, release and settlement of
any and all claims, demands and causes of action asserted against Demeter by
Kazakh-Paracure as a result of or in any way arising
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out of any act or omission on the part of Xxxx whether while President, Chairman
or in any other capacity on behalf of Xxxxxxx, and deliver to Demeter any and
all documentation concerning a settlement of these claims. The settlement of the
Kazakh-Paracure claims is contemplated by the parties to be a condition
precedent to this agreement and this agreement shall be of no force or effect if
said settlement is not reached before or concurrently with the effective date of
this agreement.
8. LIMITATION ON SALES OF EARLIER OWNED STOCK.
x. Xxxx covenants and agrees not to transfer or sell in
public and private markets each month up to and including March 31, 1998 more
than ten thousand (10,000) shares of Demeter stock owned by him prior to the
effective date of this Agreement (the "Earlier Owned Stock"). Xxxx further
agrees and covenants that he will not transfer or sell more than five thousand
(5,000) shares of the ten thousand (10,000) shares of such Earlier Owned Stock
permitted for sale each month in public markets.
b. As a further condition regarding the transfer or sale
of the Earlier Owned Stock, Xxxx and Xxxxxxx agree that Xxxx may transfer
Demeter Stock to others to whom he personally has promised such stock, as he
deems appropriate, without violating the provisions in paragraph 8.a.
c. All of the Earlier Owned Stock as defined in paragraph
8.a. shall be allowed by Xxxxxxx to become free trading shares upon Xxxx'x
request to the transfer agent, subject to the terms and conditions delineated in
this Agreement.
9. FULFILLMENT OF PROMISES TO OTHERS. Xxxx agrees and covenants that
within sixty (60) days of the effective date of this agreement, he will transfer
Earlier Owned Stock (as defined in paragraph 8 above) to those individuals
listed on the attached addendum marked as Attachment A, in the amount designated
thereon for each such person.
10. STOCK TRANSFER TO RELATIVES. Xxxxxxx agrees to allow Xxxx to make
transfers of shares of stock he holds in Demeter by reason of this agreement or
otherwise in any amount to his two children, Xxxxxx Xxxxxxx Xxxx and XxXxxxxx
Xxx Xxxx, and to his ex-wife, Xxxxxx Xxx Xxxxxxxx Xxxx.
11. ASSISTANCE WITH RESOLUTION OF SEARS DISPUTE. Xxxx covenants and
agrees to assist Xxxxxxx in reconciling any and all outstanding differences and
disputes involved with the agreements between Xxxxxxx and Xxxxxx X. Xxxxx (Sears
Agreements), including, and only as an example, providing an affidavit or other
written or oral evidence concerning the Sears Agreements. Xxxxxxx agrees that it
will not attempt to take or allow others within its control to attempt to take
any action adverse to Xxxx in return for his cooperation in this regard. It is
understood and agreed that Xxxx will be afforded the right to indemnification,
if any, afforded officers and/or directors under the articles of incorporation
and/or bylaws of Demeter as to all claims by Sears asserted against him and
growing out of any action Xxxx undertook or failed to undertake as an officer
and/or director of Demeter.
12. RELEASES.
a. Subject to the terms of this Agreement, each Party
releases the other Party from all Claims.
x. Xxxx hereby fully and completely releases, waives,
renounces, and compromises any and all claims,
demands, and/or causes of action
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that he may have, possess or could assert, whether
known or unknown, and which exist or could exist as of
the effective date hereof, against Demeter and/or any
and all of its employees, officers, directors,
shareholders, attorneys, independent contractors,
consultants, accountants, and any and all affiliated
and/or predecessor corporations, each individually and
collectively.
x. Xxxxxxx hereby fully and completely releases, waives,
renounces, and compromises any and all claims, demands,
and/or causes of action that it may have, possess or
could assert, whether known or unknown, and which exist
or could exist as of the effective date hereof, against
Xxxx, and/or any and all of his executors,
administrators, heirs, agents, representatives,
successors or assigns.
d. The Parties expressly acknowledge that each intends
this Release to be as broad and comprehensive as
possible so that the released person shall never be
liable, directly or indirectly, to the other party or
their beneficiaries, heirs, successors or assigns, or
any person, firm or corporation, claiming by, through,
under or on behalf of any of the undersigned, for any
claims, demands, actions or causes of action of
whatsoever nature or character, arising out of or
related in any way to the Claims; it being the express
intention of the Parties that the consideration stated
herein fully and completely compensates and satisfies
the undersigned for any and all claims or causes of
action against the party so released, whether such
claim or cause of action is asserted or unasserted.
e. It is expressly contracted, understood and acknowledged
that these releases may, at the election of the party
released, be asserted by the released person as an
absolute and final bar to any claim, dispute or cause
of action now pending or arising hereafter where such
claims dispute or cause of action is asserted by, or on
behalf of, the releasing party or relates in any manner
to any act taken or failed to be taken by the party so
released hereby. Each Party contracts, warrants and
represents that he or it will execute any and all
documents deemed reasonably necessary by the Party
released to effectuate such bar.
x. Xxxx released Demeter from any and all obligations,
claims or causes of action which he has or may have
against Demeter arising out of any and all Promissory
Notes or amendments thereof executed by Xxxxxxx in
Xxxx'x favor regardless of payment terms and/or due
date thereof, and any and all Loan Agreements and any
other claims thereunder, and any and all warrants,
understandings, agreements, letter agreements or
arrangements between Xxxx and Xxxxxxx, whether written
or oral, and arising out of any and all relationships
of whatever nature between Xxxx and Xxxxxxx, all from
the beginning of time to the Effective Date of this
Agreement.
g. Notwithstanding anything to the contrary herein, the
Parties hereto do not intend to affect or release any
rights created in favor of either Party as a result of
this Agreement.
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13. PERSONAL ITEMS BELONGING TO XXXX. As further consideration herein,
Xxxxxxx agrees all personal items and documents belonging to Xxxx remaining in
the principal executive offices of Demeter at the departure from employment by
Xxxx shall be returned to Xxxx or his designee.
14. REPRESENTATIONS AND WARRANTIES OF THE PARTIES. The Parties make the
following representations and warranties to each other:
b. ?????????? in this Agreement, each is the sole owner of all
the rights, interests, claims or causes of action released herein, and has not
transferred, conveyed or assigned any such rights or interest to any person or
entity not a party to this Agreement;
c. as of the effective date, no legal, equitable or
administrative proceeding or investigation of any nature has been instituted
or threatened by or against any Party which questions or could effect
adversely the validity or enforceability of this agreement, any of the
transactions contemplated hereby, or the ability of the Parties to perform
their respective obligations under this Agreement;
d. ?????? and is legally competent to enter into and
execute this Agreement;
e. before executing this Agreement, the signatories for the
corporate party hereto obtained the approval of the Board of Directors to the
terms, contents, conditions and effect of the Agreement;
f. each is authorized to make this Agreement as required by
law, bylaws or agreements to which he or it may be a party;
g. before executing this Agreement, each became fully informed
of the terms, contents, conditions and effect of this Agreement;
h. in entering into this agreement, each has had the benefit
and advice of counsel of his or its own choosing in connection with the making
of this Agreement;
i. each has made this Agreement as his or its free and
voluntary act and without any threat, force, duress, fraud, undue influence or
representation, understanding or promise of any kind by any person whomsoever,
except for the representations expressly stated in this Agreement;
j. at the time of making this Agreement, the Parties and each
of the authorized agents making and signing this Agreement on behalf of Xxxxxxx
was completely sober, xxxx and capable of understanding the character of the
acts being done and was in complete charge of all of his faculties and capable
of understanding the significance of his act;
k. this Agreement is a valid, binding and enforceable
obligation of each Party; and
l. each Party has the necessary capacity and authority to
execute and bind himself or itself to this Agreement.
15. DELIVERY OF PROMISSORY NOTES. Xxxx agrees that he will deliver to
Demeter the
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16. REMEDIES FOR FAILURE TO COMPLY. In the event that a Party fails to
comply with any material obligation under this Agreement, the Parties agree
that the aggrieved Party's sole and exclusive remedy shall be specific
enforcement of the obligation. If specific performance is impossible, the
aggrieved Party shall have an action for damages. The Parties waive their
rights to rescind this Agreement.
17. ADMISSION OF LIABILITY DENIED. This Agreement is the product of
informed and extensive negotiations between the Parties, assisted by counsel.
It is a compromise and resolution of disputed claims and legal positions and is
being made to avoid litigation and its attendant expenses, and to buy peace and
certainty. Nothing contained in this Agreement shall constitute, be construed
as, and does not constitute an admission of liability by any party of any
claim, theory or factual allegation against any party, each of whom expressly
denies liability to the other.
18. BINDING AGREEMENT. This Agreement constitutes, and each of the
documents to be executed and delivered by a party pursuant to this Agreement
constitutes a valid and binding obligation of such party which is enforceable
against him or it in accordance with its terms. Neither the execution and
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will either (A) violate any Laws binding upon any party
or upon any of his or its properties, or (B) result in the creation of any
lien or security interest against or in any of his or its properties.
19. PARTIES BOUND. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective affiliates, associates, successors,
heirs, executors, legal representatives and administrators.
20. ASSIGNMENT PROHIBITED. Neither party shall assign this Agreement
without first obtaining the written consent of the other party hereto. This
prohibition shall not prohibit any assignment by a party hereto by merger,
consolidation, operation of law or to a party which succeeds to all or
substantially all of such party's assets. Subject to the foregoing, this
Agreement shall extend to and be binding upon the successors and assigns of
the Parties.
21. FURTHER ASSURANCES AND ACTIONS. Each party agrees to promptly
cooperate and to take such further action and to deliver such additional
instruments and documents as may be necessary or desirable in good faith
to consummate and accomplish fully and effectively the purposes of and
transactions contemplated by this Agreement, as may be reasonably requested
in writing by either party hereto.
22. ARMS-LENGTH RELATIONSHIP. Nothing in this Agreement nor the Parties'
actions done under or connected with this Agreement shall be deemed or
construed by the Parties, nor by any third party, as creating the relationship
of principal and agent or of partnership or joint venture, of a confidential
relationship or a special relationship that would impose on either party a duty
to act in good faith or deal fairly with each other, it being understood and
agreed that the Parties have dealt with each other at arms-length and intend to
continue to treat each other at arms-length.
23. JOINT AND SEVERAL OBLIGATIONS. Each obligation, representation and
warranty of a party hereunder or under any document or instrument delivered
pursuant hereto shall be enforceable severally against each person or entity
making the same.
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24. TIME OF ESSENCE. It is understood and agreed that time is of the
essence with respect to the performance by each party hereto of his or its
respective covenants and agreements under this Agreement.
25. SURVIVAL. Each provision of this Agreement which contemplates the
performance by the Parties in whole or in part after the Closing Date, and all
of the covenants, representations and warranties of the Parties set forth
herein, shall survive the Closing.
26. COST OF PERFORMANCE. Unless otherwise expressly stated to the
contrary, all obligations of either party hereunder shall be performed and
satisfied by or on behalf of such party at such party's sole expense.
27. EXHIBITS AND SCHEDULES. All of the exhibits, schedules and the like
referenced in this Agreement are integrally related to this Agreement and are
hereby made a part of this Agreement for all purposes necessary to give same
its desired effect.
28. HEADINGS. Section headings used in this Agreement are for
convenience only and shall not effect the construction of this Agreement.
29. CONSTRUCTION AND CHOICE OF LAW. This Agreement will be construed and
governed by the laws of the State of North Carolina, exclusively, and the
Parties further agree that application of this section shall be made without
regard to conflicts of law principles. The prevailing party in any dispute to
enforce this Agreement will be entitled to recover its costs and a reasonable
attorney's fee.
30. ADVICE OF COUNSEL; NO PRESUMPTIONS. The Parties acknowledge that
this Agreement is the product of informed negotiations among and between the
Parties, with both parties having the benefit of advice of legal counsel in
the conduct of such negotiations; and the Parties therefore agree that no
presumptions shall arise favoring any party by virtue of the authorship of
any of the provisions of this Agreement
31. FACSIMILE AND COUNTERPART COPIES. The Parties agree that facsimile
and counterpart copies of this Agreement and any signatures on this Agreement
will be as legally binding and enforceable as the original or a copy of this
Agreement.
32. ENTIRE AGREEMENT; AMENDMENT. There are no verbal understandings
between the Parties. This Agreement contains the entire agreement between the
Parties, merges and supersedes all previous agreements between the Parties,
whether written or oral and of whatsoever nature, and may not be changed,
modified, amended or supplemented except by a written agreement signed by both
parties. Other than this Agreement, the exhibits, schedules and other written
agreements which are incorporated herein by reference, all contractual
agreements, whether written or otherwise, between or among the Parties are
extinguished and of no further force or effect.
32. FURTHER ACTIONS. The Parties agree to execute and deliver such
certificates, agreements and other documents and to take such other action as
may reasonably be required by the other party in order to record, effectuate,
consummate, or implement the transaction contemplated by this Agreement.
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34. SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by
or invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.
35. EXECUTION BY REPRESENTATIVES. Any person executing this Agreement
in a representative capacity, acknowledges, warrants and represents that he
or she is an official representative of the entity or person in whose name he
is executing this Agreement and that he possesses full and complete authority
to bind the entity to the full and faithful performance of all conditions,
terms, provisions, covenants, warranties and representations contained in this
Agreement.
IN WITNESS WHEREOF, the Parties have duly signed this Settlement Agreement
and Mutual Release consisting of nine (9) pages as of the Effective Date.
DEMETER BIOTECHNOLOGIES, LTD.
/s/ XXXXX X. XXXX BY: /s/ XXXXXXX X. XXXXXXX
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Xxxxx X. Xxxx Xxxxxxx X. Xxxxxxx, President
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Exhibit A
RELEASE
This release is dated December __, 1996, and given by Demeter BioTechnologies,
Ltd., its subsidiaries, divisions and affiliated companies ("Demeter") to
Kazakh-Paraoure, Inc. ("KP").
For valuable consideration, the receipt of which is hereby acknowledged, and in
order to resolve all claims by and between KP and Demeter, Demeter completely
releases and forever discharges KP, its officers, directors, shareholders and
representatives, from any and all part, present or future claims, demands,
obligations, actions, causes of action, rights, damages or any other theory of
recovery which Demeter now has or which may hereafter accrue or otherwise be
acquired, on account of or in any way growing out of the prior dealings between
the two parties, and in particular, any contractual agreements that may have
existed between the two parties, to include contracts for financing, joint
ventures, shared ownership of rights and technologies, and all other related
matters set forth in correspondence or contractual documents between the parties
dated on or before the date of this Release. Demeter specifically waives and
releases any right or claim of ownership it may have had in any substance,
formula, chemical or other product of KP, and makes no further claim to
ownership thereof or rights therein.
DEMETER BIOTECHNOLOGIES, LTD.
BY: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
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Title: President
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