MUTUAL RELEASE AND
SETTLEMENT AGREEMENT
THIS MUTUAL RELEASE AND SETTLEMENT AGREEMENT ("AGREEMENT") IS ENTERED
INTO EFFECTIVE THIS 28TH day of January, 2000, by and between Lexon, Inc.
("Lexon") and UTEK Corporation ("UTEK").
WHEREAS, the parties entered into that certain Consulting Agreement
dated August 4, 1999 ("Consulting Agreement"), that Agreement and Plan of Merger
dated August 5, 1999 ("Merger Agreement") and any other consulting or other
agreements whether oral or written of every kind, character, and description,
between the parties relating to the merger of Cancer Diagnostics, Inc. into
Lexon; and
WHEREAS, the Consulting Agreement, the Merger Agreement and all other
consulting agreements of every kind, character and description between the
parties, whether oral or in writing, are hereinafter referred to as the
"Principal CDI Documents"; and
WHEREAS, disputes have arisen between the parties with respect to the
Principal CDI Documents, and the parties have reached a full and final
settlement of all claims and disputes existing prior to the date of this
Agreement to their mutual satisfaction as set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. The parties agree not to initiate any form of legal action against the
other with respect to any matter covered by this Agreement, except to
enforce this Agreement.
2. UTEK agrees that this Mutual Release constitutes a full and complete
general release, settlement, discharge, accord and satisfaction by
UTEK of Lexon and each past and present officer, director, employee,
agent, attorney, accountant and other representatives of Lexon from
and against any and all claims, actions, causes of action, rights,
obligations, debts, duties, demands, damages and liabilities of every
kind, character and description arising out of or in connection with
the Principal CDI Documents, from the beginning of time through the
date hereof.
3. Lexon agrees that this Mutual Release constitutes a full and complete
general release, settlement, discharge, accord and satisfaction by
Lexon of UTEK and each past and present officer, director, employee,
agent, attorney, accountant and other representatives of UTEK from and
against all claims, actions, causes of action, rights, obligations,
debts, duties, demands, damages and liabilities of every kind,
character and description arising out of or in connection with the
Principal CDI Documents, from the beginning of time through the date
hereof.
4. This Agreement constitutes a full and final general release, accord,
satisfaction, acquittal, compromise, adjustment, adjudication and
settlement of all claims referred herein connection with the Principal
CDI Documents. This Agreement was entered into with full knowledge of
the legal purposes, intents and effects of the parties; and this
Mutual Release was entered into voluntarily and without any promise,
inducement, threat, coercion, or intimidation of any kind except as
specifically set forth herein and does not constitute an admission of
wrongdoing of any kind, character and description.
IN WITNESS WHEREOF, the parties have executed this Agreement intending
to be legally bound for all purposes.
Lexon, Inc. UTEK CORPORATION
By / signed / By / signed /
---------------------------- --------------------------------
Xxxxxxx Xxxxx, Pres Xxxxxxxx Xxxxx, Chairman and CEO
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