Exhibit 10.58
CERTIFICATE OF RELEASE
AND TERMINATION OF CONTRACT
WHEREAS, Genesis Pharmaceutical, Inc., a Delaware corporation
("Genesis") has previously entered into that certain License Agreement,
dated December 31, 1998 by and between Tristrata Technology, Inc., a
Delaware corporation ("Tristrata") and Genesis (the "Genesis-Tristrata
Agreement");
WHEREAS, IGI, Inc., a New Jersey corporation ("IGI") has previously
entered into that certain License Agreement, dated January 1, 1996 by and
between Tristrata and IGI (the "IGI-Tristrata Agreement");
WHEREAS, IGI has paid to Tristrata all monies owed by IGI to
Tristrata pursuant to the IGI-Tristrata Agreement through September 30,
2000;
WHEREAS, Xxxxxxx has previously entered into that certain Amendment
to License Agreement Between Genesis Pharmaceutical, Inc. and Tristrata
Technology, Inc., dated February 14, 2001 (the "Genesis Amendment"); and
WHEREAS, Genesis and IGI have previously entered into that certain
Assignment of Trademark, dated February 14, 2001, by and among Genesis,
IGI, Igen, Inc., a Delaware corporation ("Igen") and Immunogenetics, Inc.,
a Delaware corporation ("Immunogenetics") whereby IGI, Igen and
Immunogenetics sold, transferred, assigned, released and set over to
Genesis all of their right, title and interest in and to that certain
trademark, "WELLSKIN", registration number: 2217752, which was registered
on January 12, 1999.
NOW THEREFORE:
1. GENESIS, xxxxxx agrees to pay to Tristrata, in accordance with
the provisions of the Genesis Amendment, an amount (the "Payment Amount")
equal to $35,903, representing amounts owed by IGI to Tristrata for the
period beginning September 30, 2000 and ending December 31, 2000 under the
IGI-Tristrata Agreement.
2. TRISTRATA, for and in consideration of the sum of $34,293
(representing monies due and payable under the IGI-Tristrata Agreement
through September 30,2000), paid by IGI prior to the date of this
Certificate and in consideration of the sum of $35,903, to be paid by
Genesis in accordance with the Genesis Amendment and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, does hereby forever release and forever discharge IGI, and
each of its respective directors, officers, stockholders, employees,
representatives, agents, subsidiaries and affiliates (collectively,
"Releasees") from its obligations under the IGI-Tristrata Agreement and
hereby agrees that the IGI-Tristrata Agreement is hereby terminated.
IN WITNESS WHEREOF, the undersigned has set his hand this 1 day of
March, 2001.
TRISTRATA TECHNOLOGY, INC.
By: /s/ Xxxxxxx X. Xxx Xxxxx
Name: Xxxxxxx X. Xxx Xxxxx
Title: President
GENESIS PHARMACEUTICAL, INC.
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Chairman, Chief Executive Officer
