SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release ("Agreement") is made by and
between Crestport Insurance Company Limited ("Crestport"), a British Virgin
Islands corporation, and Wasatch Pharmaceutical, Inc. ("Wasatch"), a public
corporation, and is effective December 1, 2000.
RECITALS
WHEREAS, in 1996 Wasatch sold 12,000,000 shares of privately issued
stock to Xxxxxxxxx-Xxxxxx Associates, Inc. ("LHA"), in exchange for $60,000,000
in promissory notes; and
WHEREAS, LHA caused Crestport to be created on January 3, 1997 as its
wholly-owned subsidiary and on January 10, 1997, transferred the 12,000,000
shares of Wasatch stock to Crestport; and
WHEREAS, a dispute arose between Wasatch and LHA regarding payment of
the $60,000,000 in promissory notes and in May 1997, Wasatch instructed its
transfer agent, Standard Registrar and Transfer Company ("Standard"), to cancel
the 12,000,000 shares of stock, which Standard did; and
WHEREAS, thereafter, Crestport filed suit against Wasatch, Standard and
others in the 342nd Judicial District Court of Tarrant County, Texas, in Cause
No. 000-000000-00 (the "Lawsuit") (the pleadings of the parties in the Lawsuit
are incorporated herein by reference solely for the purpose of identifying
claims made in the Lawsuit); and
WHEREAS, Crestport and Wasatch, without the admission of liability and
to avoid the expense and inconvenience of further litigation, wish to settle and
compromise the claims and controversies between them and terminate the Lawsuit
as between themselves, and to buy peace.
NOW, THEREFORE, in consideration of the mutual agreements, covenants
and promises set forth in this Agreement, and for other good and valuable
consideration, the
receipt and sufficiency of which are hereby acknowledged and confessed, the
parties agree as follows:
1. Wasatch will, within 15 days of the effective date of this
Agreement, transfer, assign and convey to Crestport 100,000 shares of Wasatch
common stock that are freely tradable in the public securities market. In
addition, Wasatch will transfer, assign and convey to Crestport, within 20 days
of the effective date of this agreement, 50,000 warrants (at $0.50) and 50,000
warrants (at $2.00); these warrants will become freely tradable upon approval by
the United States Securities and Exchange Commission of the registration of
these warrants being filed by Wasatch with the SEC.
2. Upon receipt of the stock and warrants described in paragraph 1,
above, Crestport shall dismiss its claims against Wasatch and Standard in the
Lawsuit, with prejudice to the refiling of same, in the form of a motion and
order, copies of which are attached hereto and incorporated herein by reference.
Each party shall be responsible for paying its own attorney's fees, court costs
and other expenses related to the Lawsuit. In addition, Crestport hereby waives
and releases any claim it may have to ownership of, or any claimed interest in,
the 12,000,000 shares of stock transferred by Wasatch to LHA in 1996.
3. Crestport, for itself, its predecessors, successors, assigns, and
all those claiming by, through or under it, does hereby release and forever
discharge Wasatch, its predecessors, successors, assigns, shareholders,
directors, officers, employees and agents, and Standard, its predecessors,
successors, assigns, shareholders, directors, officers, employees and agents
from any and all claims, demands, debts or causes of action of any kind or
character, whether arising at law or in equity, by common law or statute,
whether known or unknown, whether now existing or which may hereafter arise,
which are based upon or in any way related to the Lawsuit or the 12,000,000
shares of stock issued by Crestport to LHA in 1996, save and except for the
obligations created by this Settlement Agreement.
4. Crestport represents and warrants to Wasatch and Standard that it
owns the claims being released in paragraph 3 of this Agreement and all claims
that were or could have been asserted in the Lawsuit. Crestport represents and
warrants that it has not sold, assigned, conveyed or otherwise transferred the
claims released in paragraph 3 of this Agreement or that have been or could have
been made in the Lawsuit. Crestport agrees to defend, indemnify and hold
harmless Wasatch and Standard from any claim arising out of or related to the
claims released by Crestport in paragraph 3, above, or which have been made or
could have been made by Crestport in the Lawsuit.
5. The parties to this Agreement represent to one another that they
have carefully read the Agreement, understand its terms and conditions, and have
been given the opportunity to consult with legal counsel regarding the
Agreement. The parties represent and warrant that they have not relied upon any
representation or statement of any other party or party representative with
respect to the subject of this Agreement that is not contained in this
Agreement.
6. The parties understand and agree that the Agreement shall be binding
and inure to the benefit of all parties to the Agreement, their legal
representatives, attorneys, shareholders, officers, directors, employees,
agents, successors and assigns.
7. The parties understand and agree that the Agreement constitutes a
settlement of highly disputed claims for the purpose of avoiding further
litigation, trouble and expense and that nothing within the Agreement shall
constitute or imply an admission of liability of any kind or character, all
liability being expressly denied.
8. The parties agree and understand that the Agreement contains the
entire agreement between them regarding its subject matter and that it
supersedes any and all prior agreements, arrangements or understandings between
or among them. 9. This Agreement shall be construed and enforced under the laws
of the State of Texas.
IN WITNESS WHEREOF, the parties hereby execute this Agreement on the
dates acknowledged below.
CRESTPORT INSURANCE COMPANY LIMITED
By: ________________________________
XXXXXX XXXXXX XXXXX
PRESIDENT
STATE OF _____________________ ss.
ss.
COUNTY OF _____________________ ss.
The foregoing Settlement Agreement and Release was acknowledged before
me on the ______ day of _______________, 2000, by XXXXXX XXXXXX XXXXX, the
President of CRESTPORT INSURANCE COMPANY LIMITED, a British Virgin Islands
corporation, on behalf of said corporation.
NOTARY PUBLIC STATE OF
__________________
(Print Name)
My Commission Expires:
_________________________.
WASATCH PHARMACEUTICAL, INC.
By:________________________
XXXX XXXXXX
PRESIDENT
STATE OF UTAH ss.
ss.
COUNTY OF _____________________ ss.
The foregoing Settlement Agreement and Release was acknowledged before
me on the ______ day of _______________, 2000, by XXXX XXXXXX, the President of
WASATCH PHARMACEUTICAL, INC., a ______________ corporation, on behalf of said
corporation.
NOTARY PUBLIC STATE OF UTAH
____________________________
(Print Name)
My Commission Expires:
____________________________.
APPROVED AS TO FORM:
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XXXXXX XXXXXX (# 09201900)
THE HASLAM FIRM
000 Xxxxx Xxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
000-000-0000
Telecopy No. 000-000-0000
ATTORNEY FOR CRESTPORT
INSURANCE COMPANY LIMITED
----------------------------------------
XXX X. XXXXX (# 11700000)
XXXXX & JANVEY, L.L.P.
2600 San Jacinto Tower
0000 Xxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
000-000-0000
Telecopy No. 000-000-0000
ATTORNEY FOR WASATCH
PHARMACEUTICAL, INC. AND
STANDARD REGISTRAR AND
TRANSFER COMPANY
