Common use of Settlement and Release Clause in Contracts

Settlement and Release. A. As of the Effective Date, NABI, on behalf of itself and each of its past or present, agents, employees, representatives, partners, licensees, attorneys, transferees, predecessors, successors, assigns, owners, shareholders, officers, directors, parents, and Affiliates (the “NABI Releasors”) does hereby irrevocably release, acquit and forever discharge FRESENIUS and each of its past or present agents, employees, representatives, partners, licensees, attorneys, transferrees, predecessors, successors, assigns, owners, shareholders, officers, directors, parents, and Affiliates (the “FRESENIUS Releasees”) of or from any and all debts, suits, actions, causes of action, controversies, demands, rights, damages, losses, expenses, costs, attorneys’ fees, compensation, liabilities, obligations and claims of every kind and nature whatsoever, suspected or unsuspected, known or unknown, foreseen or unforeseen, that the NABI Releasors or any of them may now have or at any time may have had against the FRESENIUS Releasees with respect to the Released Claims, up to and including the Effective Date, provided, however, that nothing set forth herein shall be deemed to affect, release or waive any rights against, and/or obligations of, FRESENIUS as provided in this Agreement including, notwithstanding the termination of the March 30 Agreement, in respect of any breach by FRESENIUS of Section 9 of the March 30 Agreement occurring prior to the Effective Date as contemplated by Section 7.1B. B. Subject only to payment in full by NABI of the amounts specified in Section 5.2A as therein provided, as of the Effective Date, FRESENIUS, on behalf of itself and each of its past or present, agents, employees, representatives, partners, licensees, attorneys, transferees, predecessors, successors, assigns, owners, shareholders, officers, directors, parents, subsidiaries and Affiliates (the “FRESENIUS Releasors”) does hereby irrevocably release, acquit and forever discharge NABI and each of its past or present agents, employees, representatives, partners, licensees, attorneys, transferrees, predecessors, successors, assigns, owners, shareholders, officers, directors, parents, subsidiaries and Affiliates (the “NABI Releasees”) of or from any and all debts, suits, actions, causes of action, controversies, demands, rights, damages, losses, expenses, costs, attorneys’ fees, compensation, liabilities, obligations and claims of every kind and nature whatsoever, suspected or unsuspected, known or unknown, foreseen or unforeseen, that the FRESENIUS Releasors or any of them may now have or at any time may have had against the NABI Releasees with respect to the Released Claims, up to and including the Effective Date, provided, however, that nothing set forth herein shall be deemed to affect, release or waive any rights against, and/or obligations of, NABI as provided in this Agreement including, notwithstanding the termination of the March 30 Agreement, in respect of any breach by NABI of Section 9 of the March 30 Agreement occurring prior to the Effective Date as contemplated by Section 7.2B. C. For the sake of clarity, neither NABI nor FRESENIUS releases the other under Sections 5.6B or 5.6C, with respect to the indemnity obligations set forth in Section 7 of this Agreement. D. Notwithstanding anything in this Agreement to the contrary, in the event that NABI fails to make the payments required under Section 5.2A as therein provided, this Agreement shall become null and void as if it had never been executed and the parties shall be returned to the positions they were in before this Agreement was executed.

Settlement and Release. A. As of the Effective Date, NABI(a) GSK, on behalf of itself and its Affiliates, hereby releases and discharges Ligand and its respective subsidiaries, divisions, parents, Affiliates, agents and each of its past or present, agents, employees, representatives, partners, licensees, attorneys, transferees, predecessors, successors, assigns, owners, shareholders, their respective officers, directors, employees, representatives and agents, and (b) Ligand, on behalf of itself and its Affiliates, hereby releases and discharges GSK and its subsidiaries, divisions, parents, and Affiliates (the “NABI Releasors”) does hereby irrevocably releaseAffiliates, acquit and forever discharge FRESENIUS agents and each of its past or present agents, employees, representatives, partners, licensees, attorneys, transferrees, predecessors, successors, assigns, owners, shareholders, their respective officers, directors, parentsemployees, representatives and Affiliates agents, in each case (the “FRESENIUS Releasees”(a) of or and (b)), as follows: (i) from any and all debts, suits, actions, causes of actionclaims, controversiescounterclaims, demands, rights, damages, losses, expenses, costs, attorneys’ fees, compensation, liabilities, obligations defenses and claims of every kind and nature damages whatsoever, suspected in law or unsuspectedequity, whether in tort or contract or otherwise, which the releasing Party ever had, now has or hereafter shall or may have, that can be, could be or could have been asserted by GSK or Ligand in the Matter, or any other judicial or non-judicial proceeding based on facts and circumstances as of the Effective Date known or unknownunknown to the releasing Party which arise out of or relate to any allegations, foreseen facts or unforeseenoccurrences alleged in the Matter; (ii) from any and all actions, that claims, counterclaims, defenses and damages whatsoever, in law or equity, whether in tort or contract or otherwise, which the NABI Releasors releasing Party has or any of them may now have or at any time may have had against the FRESENIUS Releasees with respect to the Released Claims, up to and including the Effective Date, provided, however, that nothing set forth herein shall be deemed to affect, release or waive any rights against, and/or obligations of, FRESENIUS as provided in this Agreement including, notwithstanding the termination of the March 30 Agreement, in respect of any breach by FRESENIUS of Section 9 of the March 30 Agreement occurring prior to the Effective Date as contemplated by Section 7.1B. B. Subject only to payment in full by NABI of the amounts specified in Section 5.2A as therein provided, as of the Effective Date, FRESENIUSthat can be, could be or could have been asserted by GSK or Ligand relating to the Ligand/GSK Agreement, or any other judicial or non-judicial proceeding based on behalf facts and circumstances as of itself and each of its past or present, agents, employees, representatives, partners, licensees, attorneys, transferees, predecessors, successors, assigns, owners, shareholders, officers, directors, parents, subsidiaries and Affiliates (the “FRESENIUS Releasors”) does hereby irrevocably release, acquit and forever discharge NABI and each of its past or present agents, employees, representatives, partners, licensees, attorneys, transferrees, predecessors, successors, assigns, owners, shareholders, officers, directors, parents, subsidiaries and Affiliates (Effective Date known to the “NABI Releasees”) releasing Party which arise out of or relate to the Ligand/GSK Agreement; and EXECUTION VERSION (iii) from any and all debts, suits, actions, causes of actionclaims, controversiescounterclaims, demands, rights, damages, losses, expenses, costs, attorneys’ fees, compensation, liabilities, obligations defenses and claims of every kind and nature damages whatsoever, suspected in law or unsuspectedequity, known whether in tort or unknowncontract or otherwise, foreseen which the releasing Party has or unforeseen, that the FRESENIUS Releasors or any of them may now have or at any time may have had against the NABI Releasees with respect to the Released Claims, up to and including as of the Effective Date, that can be, could be or 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 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 of or relate to Ligand’s EPO, 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 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 nothing set forth herein in (ii) or (iii) above shall be deemed have any effect on any patent claims GSK may have, now or in the future, relating to affectLigand’s EPO, G-CSF and interferon programs. For the avoidance of doubt, this settlement and release or waive shall not apply to any rights against, and/or obligations of, NABI future conduct that has not occurred as provided in this Agreement including, notwithstanding the termination of the March 30 Agreement, in respect of any breach by NABI of Section 9 of the March 30 Agreement occurring prior to the Effective Date and shall in no way prevent the Parties from bringing any actions, claims, counterclaims, defenses and damages whatsoever, in law or equity, whether in tort or contract or otherwise in the future based 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 contemplated by Section 7.2B. C. For the sake of clarity, neither NABI nor FRESENIUS releases the other under Sections 5.6B or 5.6C, with respect to the indemnity obligations set forth in Section 7 of this AgreementArticle 13. D. Notwithstanding anything in this Agreement to the contrary, in the event that NABI fails to make the payments required under Section 5.2A as therein provided, this Agreement shall become null and void as if it had never been executed and the parties shall be returned to the positions they were in before this Agreement was executed.

Settlement and Release. A. As 10.1 Concurrent with the execution of the Effective Datethis Amendment and except as set forth in this Amendment, NABIeach party, on behalf of itself and on behalf of each of its past or presentparent corporations, agentsdivisions, employeessubsidiaries, representativesaffiliates, partnerspredecessors, licenseessuccessors, attorneysand assigns, transfereeshereby releases and forever discharges the other party, and each of said other party's respective parent corporations, divisions, subsidiaries, affiliates, predecessors, successors, assigns, owners, shareholders, officers, directors, parentstrustees, and Affiliates (the “NABI Releasors”) does hereby irrevocably releaseheirs, acquit and forever discharge FRESENIUS and each of its past or present agentsbeneficiaries, executors, administrators, attorneys, employees, representatives, partners, licensees, attorneys, transferrees, predecessors, successors, assigns, owners, shareholders, officers, directors, parents, and Affiliates (the “FRESENIUS Releasees”) of or agents from any and all debts, suits, actions, causes of action, controversiesclaims, counterclaims, cross claims, third party claims, debts, demands, rightsliabilities, damageslawsuits, lossesaccounts, expensescovenants, contracts, promises, agreements, doings, omissions, obligations, costs, attorneys’ ' fees, compensationexpenses, liabilitiesdamages, obligations and claims of every kind name and nature whatsoever, suspected or unsuspectednature, known or and unknown, foreseen or unforeseenin law and in equity, that the NABI Releasors or any of them may now have or at any time which existed, may have had existed and/or which could have been 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 municipal law, regulation or common law cause of action. 10.2 Each party hereby waives and relinquishes any right or benefit which it has or may have against the FRESENIUS Releasees with respect to the Released Claims, up to and including the Effective Date, provided, however, that nothing set forth herein shall be deemed to affect, release or waive any rights against, and/or obligations of, FRESENIUS as provided in this Agreement including, notwithstanding the termination of the March 30 Agreement, in respect of any breach by FRESENIUS of Section 9 of the March 30 Agreement occurring prior to the Effective Date as contemplated by Section 7.1B. B. Subject only to payment in full by NABI of the amounts specified in Section 5.2A as therein provided, other party as of the Effective Datedate of this Amendment concerning, FRESENIUSarising out of, on behalf and/or relating to the Manufacturing Agreement regardless of itself whether said right or benefit was known or unknown at the time that the party executed this Amendment. In connection with such waiver and relinquishment, each of party acknowledges that it is aware that it or its past or presentattorneys, agents, employees, representatives, partners, licensees, attorneys, transferees, predecessors, successors, assigns, owners, shareholdersconsultants, officers, directorsemployees, parentsor accountants may hereafter discover claims or facts in addition to or different from those now known or believed to exist. Nevertheless, subsidiaries it is the intention of each party to fully, finally and Affiliates (the “FRESENIUS Releasors”) does hereby irrevocably forever settle, release, acquit and forever discharge NABI and each of its past or present agents, employees, representatives, partners, licensees, attorneys, transferrees, predecessors, successors, assigns, owners, shareholders, officers, directors, parents, subsidiaries and Affiliates (the “NABI Releasees”) of or from agree not to xxx over any and all debts, suits, actionssuch claims, causes of action, controversies, demands, rights, damages, losses, expenses, costs, attorneys’ fees, compensation, liabilities, obligations and claims of every kind and nature whatsoever, suspected or unsuspected, known or unknown, foreseen or unforeseen, that the FRESENIUS Releasors or any of them may now have or at any time may have had against the NABI Releasees with respect to the Released Claims, up to and including the Effective Date, provided, however, that nothing other matters as set forth herein in this Amendment. In furtherance of this intention, the releases and agreements not to xxx set forth in this Amendment shall be deemed and remain in effect as full and complete releases notwithstanding the subsequent discovery or existence of any such additional or different claim or fact. In entering into this settlement and granting the releases and covenants not to affectxxx set forth in this Amendment, release or each party knowingly and willingly waive any rights against, and/or obligations of, NABI as provided in this Agreement including, notwithstanding the termination it may have under Section 1542 of the March 30 Agreement, in respect California Civil Code (and/or under any similar statute or law of any breach by NABI of Section 9 of the March 30 Agreement occurring prior to the Effective Date as contemplated by Section 7.2B. C. For the sake of clarityother jurisdiction), neither NABI nor FRESENIUS releases the other under Sections 5.6B or 5.6C, with respect to the indemnity obligations set forth in Section 7 of this Agreement. D. Notwithstanding anything in this Agreement to the contrary, in the event that NABI fails to make the payments required under Section 5.2A as therein provided, this Agreement shall become null and void as if it had never been executed and the parties shall be returned to the positions they were in before this Agreement was executed.which provides:

Settlement and Release. A. As 20.1 Concurrent with the execution of the Effective Datethis Amendment and except as set forth in this Amendment, NABIeach party, on behalf of itself and on behalf of each of its past or presentparent corporations, agentsdivisions, employeessubsidiaries, representativesaffiliates, partnerspredecessors, licenseessuccessors, attorneysand assigns, transfereeshereby releases and forever discharges the other party, and each of said other party's respective parent corporations, divisions, subsidiaries, affiliates, predecessors, successors, assigns, owners, shareholders, officers, directors, parentstrustees, and Affiliates (the “NABI Releasors”) does hereby irrevocably releaseheirs, acquit and forever discharge FRESENIUS and each of its past or present agentsbeneficiaries, executors, administrators, attorneys, employees, representatives, partners, licensees, attorneys, transferrees, predecessors, successors, assigns, owners, shareholders, officers, directors, parents, and Affiliates (the “FRESENIUS Releasees”) of or agents from any and all debts, suits, actions, causes of action, controversiesclaims, counterclaims, cross claims, third party claims, debts, demands, rightsliabilities, damageslawsuits, lossesaccounts, expensescovenants, contracts, promises, agreements, doings, omissions, obligations, costs, attorneys’ ' fees, compensationexpenses, liabilitiesdamages, obligations and claims of every kind name and nature whatsoever, suspected or unsuspectednature, known or and unknown, foreseen or unforeseenin law and in equity, that the NABI Releasors or any of them may now have or at any time which existed, may have had existed and/or which could have been 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 municipal law, regulation or common law cause of action. 20.2 Each party hereby waives and relinquishes any right or benefit which it has or may have against the FRESENIUS Releasees with respect to the Released Claims, up to and including the Effective Date, provided, however, that nothing set forth herein shall be deemed to affect, release or waive any rights against, and/or obligations of, FRESENIUS as provided in this Agreement including, notwithstanding the termination of the March 30 Agreement, in respect of any breach by FRESENIUS of Section 9 of the March 30 Agreement occurring prior to the Effective Date as contemplated by Section 7.1B. B. Subject only to payment in full by NABI of the amounts specified in Section 5.2A as therein provided, other party as of the Effective Datedate of this Amendment concerning, FRESENIUSarising out of, on behalf and/or relating to the Manufacturing Agreement regardless of itself whether said right or benefit was known or unknown at the time that the party executed this Amendment. In connection with such waiver and relinquishment, each of party acknowledges that it is aware that it or its past or presentattorneys, agents, employees, representatives, partners, licensees, attorneys, transferees, predecessors, successors, assigns, owners, shareholdersconsultants, officers, directorsemployees, parentsor accountants may hereafter discover claims or facts in addition to or different from those now known or believed to exist. Nevertheless, subsidiaries it is the intention of each party to fully, finally and Affiliates (the “FRESENIUS Releasors”) does hereby irrevocably forever settle, release, acquit and forever discharge NABI and each of its past or present agents, employees, representatives, partners, licensees, attorneys, transferrees, predecessors, successors, assigns, owners, shareholders, officers, directors, parents, subsidiaries and Affiliates (the “NABI Releasees”) of or from agree not to xxx over any and all debts, suits, actionssuch claims, causes of action, controversies, demands, rights, damages, losses, expenses, costs, attorneys’ fees, compensation, liabilities, obligations and claims of every kind and nature whatsoever, suspected or unsuspected, known or unknown, foreseen or unforeseen, that the FRESENIUS Releasors or any of them may now have or at any time may have had against the NABI Releasees with respect to the Released Claims, up to and including the Effective Date, provided, however, that nothing other matters as set forth herein in this Amendment. In furtherance of this intention, the releases and agreements not to xxx set forth in this Amendment shall be deemed and remain in effect as full and complete releases notwithstanding the subsequent discovery or existence of any such additional or different claim or fact. In entering into this settlement and granting the releases and covenants not to affectxxx set forth in this Amendment, release or each party knowingly and willingly waive any rights against, and/or obligations of, NABI as provided in this Agreement including, notwithstanding the termination it may have under Section 1542 of the March 30 Agreement, in respect California Civil Code (and/or under any similar statute or law of any breach by NABI of Section 9 of the March 30 Agreement occurring prior to the Effective Date as contemplated by Section 7.2B. C. For the sake of clarityother jurisdiction), neither NABI nor FRESENIUS releases the other under Sections 5.6B or 5.6C, with respect to the indemnity obligations set forth in Section 7 of this Agreement. D. Notwithstanding anything in this Agreement to the contrary, in the event that NABI fails to make the payments required under Section 5.2A as therein provided, this Agreement shall become null and void as if it had never been executed and the parties shall be returned to the positions they were in before this Agreement was executed.which provides:

Settlement and Release. A. As In exchange for payment of salary (in the Effective Dateamount of ________) and bonus (in the amount of _________) to ___________ ("Employee"), NABIby Storage Technology Corporation ("Company") and other good and valuable consideration, on behalf of itself Employee hereby irrevocably and each of unconditionally releases and discharges the Company, its past or presentand present subsidiaries, divisions, officers, directors, agents, employees, representatives, partners, licensees, attorneys, transferees, predecessors, successors, assignsand assigns (separately and collectively, owners"releasees") jointly and individually, shareholders, officers, directors, parents, and Affiliates (the “NABI Releasors”) does hereby irrevocably release, acquit and forever discharge FRESENIUS and each of its past or present agents, employees, representatives, partners, licensees, attorneys, transferrees, predecessors, successors, assigns, owners, shareholders, officers, directors, parents, and Affiliates (the “FRESENIUS Releasees”) of or from any and all debtsclaims, suitsknown or unknown, actionswhich he/she, his/her heirs, successors or assigns have or may have against releasees and any and all liability which releasees may have to him/her whether denominated claims, demands, causes of action, controversies, demands, rightsobligations, damages, lossesor liabilities arising from any and all bases, expenseshowever denominated, costsincluding but not limited to, attorneys’ fees, compensation, liabilities, obligations and any claims of every kind and nature whatsoeverdiscrimination under the Age Discrimination in Employment Act ("ADEA"), suspected or unsuspectedthe Older Workers Benefit Protection Act, known or unknownthe Rehabilitation Act, foreseen or unforeseenthe Family Medical Leave Act, that the NABI Releasors Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991 or any federal or state civil rights act, claims for wrongful discharge, breach of them may now have contract, or at for damages under any time may have had against the FRESENIUS Releasees with respect to the Released Claimsother federal, up to and including the Effective Datestate or local law, rule or regulation, or common law under any theory; provided, however, that nothing set forth herein this release does not affect (1) any claims for benefits which have vested or shall be deemed vest on or before the effective date of this Settlement and Release ("Release") under any of the Company's benefit plans; (2) any claims for indemnification for acts of Employee which have occurred or may occur as an officer or employee of the Company; or (3) any claims which may arise after the execution of this Release. This release specifically excepts any claim Employee may wish to affectmake for unemployment compensation, and the Company agrees not to contest any claim made by Employee for unemployment compensation. This release or waive is for any rights againstrelief, and/or obligations ofno matter how denominated, FRESENIUS as provided in this Agreement including, notwithstanding the termination of the March 30 Agreementbut not limited to, in respect back pay, front pay, compensatoy damages, punitive damages, or damages for pain and suffering. Employee further agrees that he/she will not file or permit to be filed on his/her behalf any such claim, will not permit himself/herself to be a member of any breach by FRESENIUS class seeking relief against the releasees and will not counsel or assist in the prosecution of Section 9 of claims against the March 30 Agreement occurring prior to the Effective Date as contemplated by Section 7.1B. B. Subject only to payment in full by NABI of the amounts specified in Section 5.2A as therein providedreleasees, as of the Effective Date, FRESENIUS, whether those claims are on behalf of itself and each of its past himself/herself or presentothers, agents, employees, representatives, partners, licensees, attorneys, transferees, predecessors, successors, assigns, owners, shareholders, officers, directors, parents, subsidiaries and Affiliates (the “FRESENIUS Releasors”) does hereby irrevocably release, acquit and forever discharge NABI and each of its past or present agents, employees, representatives, partners, licensees, attorneys, transferrees, predecessors, successors, assigns, owners, shareholders, officers, directors, parents, subsidiaries and Affiliates (the “NABI Releasees”) of or from any and all debts, suits, actions, causes of action, controversies, demands, rights, damages, losses, expenses, costs, attorneys’ fees, compensation, liabilities, obligations and claims of every kind and nature whatsoever, suspected or unsuspected, known or unknown, foreseen or unforeseen, that the FRESENIUS Releasors or any of them may now have or at any time may have had against the NABI Releasees with respect unless he/she is under a court order to the Released Claims, up to and including the Effective Date, provided, however, that nothing set forth herein shall be deemed to affect, release or waive any rights against, and/or obligations of, NABI as provided in this Agreement including, notwithstanding the termination of the March 30 Agreement, in respect of any breach by NABI of Section 9 of the March 30 Agreement occurring prior to the Effective Date as contemplated by Section 7.2B. C. For the sake of clarity, neither NABI nor FRESENIUS releases the other under Sections 5.6B or 5.6C, with respect to the indemnity obligations set forth in Section 7 of this Agreementdo so. D. Notwithstanding anything in this Agreement to the contrary, in the event that NABI fails to make the payments required under Section 5.2A as therein provided, this Agreement shall become null and void as if it had never been executed and the parties shall be returned to the positions they were in before this Agreement was executed.