EXHIBIT 6.1
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release ("Agreement") is entered into this
17th day of March, 2000 by and among Cambridge Creek Companies, Ltd., a Nevada
corporation ("Cambridge Creek Companies, Ltd."), Xxxxx X. Xxxxxxxxx &
Associates, a Texas general partnership ("Xxxxxxxxx & Associates"), Xxxxx X.
Xxxxxxxxx, individually and in his capacity as general partner of Xxxxxxxxx &
Associates (collectively, "Xxxxxxxxx"), and Xxxxxxx Xxx ("Xxx").
RECITALS
WHEREAS, Xxx is the sole shareholder of Cambridge Creek Companies, Ltd.;
and
WHEREAS, Cambridge Creek Companies, Ltd. and Xxxxxxxxx & Associates entered
into that certain License Agreement dated as of July 1, 1999, as amended (the
"License Agreement"), whereby Xxxxxxxxx & Associates granted to Cambridge Creek
Companies, Ltd. a three-year non-exclusive license for distribution of
Biocatalyst and related products in California; and
WHEREAS, Xxxxxxxxx & Associates acquired its right to sublicense
Biocatalyst to Cambridge Creek Companies, Ltd. from NW Technologies, Inc.; and
WHEREAS, Xxxxxxxxx has notified Cambridge Creek Companies, Ltd. that
Xxxxxxxxx & Associates will be unable to fulfill its obligations under the
License Agreement due to a legal dispute between Xxxxxxxxx and NW Technologies,
Inc.; and
WHEREAS, Cambridge Creek Companies, Ltd. and Xxx have been damaged by
Xxxxxxxxx & Associates' inability to fulfill its obligations under the License;
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NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
1. In consideration of Xxxxxxxxxxxxxxx.xxx, Inc., an affiliate of
Xxxxxxxxx & Associates, granting to Xxx an exclusive license of even date
herewith to distribute Xxxxxxxxxxxxxxx.xxx products in Wisconsin, Xxx, his
successors and assigns, hereby release, acquit and discharge Xxxxxxxxx &
Associates, its affiliates, successors and assigns, its present and former
employees, partners, and agents, both individually and in their partnership
capacities, from any and all claims, actions, disputes, causes of action,
rights, demands, debts, damages, costs and attorneys fees, or other accountings
of every kind or nature arising out of the purchase of Cambridge Creek
Companies, Ltd. stock and the License Agreement, and from any and all liability
for any acts or omissions of Xxxxxxxxx & Associates, its present and former
employees, partners, and agents, whether presently known or unknown, including
without limitation those claims, damages, or disputes which could be or have
been alleged to have arisen under common law, including without limitation
corporate fiduciary claims, or under any federal or state securities statute or
regulation, including without limitation claims under Sections 12 and 17 of the
Securities Act of 1933, except as provided in Paragraph 3.
2. Xxxxxxxxx hereby agrees to diligently prosecute his claims against NW
Technologies in an attempt to recover his ability to fulfill his obligations to
Cambridge Creek Companies, Ltd. under the License Agreement, and to take
Cambridge Creek Companies, Ltd.'s interests in the License Agreement into
account in any settlement agreement he may enter into with NW Technologies
concerning Biocatalyst rights.
3. Paragraph 1 shall not release Xxxxxxxxx or Xxxxxxxxx & Associates from
their performance obligations under the License Agreement or any claims,
actions, disputes, causes of
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action, rights, demands, debts, damages, costs and attorneys fees, or other
accountings of every kind or nature which Cambridge Creek Companies, Ltd. may
have arising out of the License Agreement, and from any and all liability for
any acts or omissions of Xxxxxxxxx & Associates, its present and former
employees, partners, and agents, whether presently known or unknown, including
without limitation those claims, damages, or disputes which could be or have
been alleged to have arisen under common law or state or federal law or
regulation, including without limitation breach of contract; provided, however,
that Cambridge Creek Companies, Ltd. shall not prosecute any of its claims
against Xxxxxxxxx & Associates under this Paragraph 3 so long as Xxxxxxxxx
complies with his obligations under Paragraph 2; and provided further, that upon
the consummation of a merger or reorganization of Cambridge Creek Companies,
Ltd. with or into any other corporation, or sale of sub-stantially all of the
assets of Cambridge Creek Companies, Ltd., Cambridge Creek Companies, Ltd.'s
rights under this Paragraph 3 shall be extinguished.
4. Xxx understands and agrees that the agreements by Xxxxxxxxx &
Associates set forth herein represent and constitute Xxxxxxxxx & Associates'
total offer to resolve and fully and finally settle any and all claims, actions,
disputes, causes of action, rights, demands, debts, damages, costs and attorneys
fees, and other accountings of every kind and nature between Xxx and Xxxxxxxxx &
Associates, and that it is a full, complete and adequate consideration and
compensation for Xxx'x agreement to sign this Agreement and that Xxx will
receive no other or further consideration under the terms hereof or otherwise.
5. The parties acknowledge and agree that this settlement is upon
compromise of disputed claims and that nothing contained herein shall be
construed to be an admission of any kind by any party to this Agreement.
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6. This Agreement prevails over prior communications regarding the matters
contained herein. This Agreement contains the entire understanding of the
matters between the parties and no representation, warranty, or promise has been
made or relied on by any party hereto other than as set forth herein.
7. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto, their respective heirs, legal representatives, successors
and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the day first written above.
XXXXX X. XXXXXXXXX & ASSOCIATES CAMBRIDGE CREEK COMPANIES, LTD.
/s/ Xxxxx X. Xxxxxxxxx /s/ Xxxxxxx Xxx
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By Xxxxx X. Xxxxxxxxx, General Partner By Xxxxxxx Xxx, President
XXXXXXX XXX XXXXX X. XXXXXXXXX
/s/ Xxxxxxx Xxx /s/ Xxxxx X. Xxxxxxxxx
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Xxxxxxx Xxx Xxxxx X. Xxxxxxxxx
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