April 8, 2005
Xx. Xxxxx Xxxxxxxxxx
President
Applied DNA Sciences, Inc.
0000 X. Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Termination Agreement
Dear Xx. Xxxxxxxxxx:
1. Termination.
(a) This letter (this "Letter Agreement") confirms our mutual agreement
with respect to the termination of the Engagement Agreement entered into as of
August 6, 2004, including the Form of Warrant attached thereto as Exhibit A (the
"Engagement Agreement"), by and between Xxxxxxxx Partners LLC (together with its
affiliates, employees and agents, "~") and Applied DNA Sciences Inc. ("ADNAS"),
and all contractual relations between the parties.
(b) Except for Sections 5(a), 7, 10 and 11 of the Engagement Agreement (the
"Surviving Provisions"), the Engagement Agreement shall terminate and be of no
further force and effect as of April 7, 2005 (the "Termination Date"). The
Surviving Provisions shall survive the Termination Date and shall continue to be
effective in accordance with their terms.
2. Discharge of Obligations and Release. Except for the Surviving
Provisions, effective as of the Termination Date, each of GP on the one hand,
and ADNAS on the other hand, is discharged from any and all obligations under
the Engagement Agreement. Except for the Surviving Provisions, ADNAS irrevocably
and unconditionally waives, releases, and discharges any and all claims it may
have against GP in connection with or arising out of the Engagement Agreement or
OP's services thereunder (including, without limitation, the termination of the
Engagement Agreement pursuant to this Letter Agreement). Except for the
Surviving Provisions, GP irrevocably and unconditionally waives, releases, and
discharges any and all claims it may have against ADNAS, in connection with or
arising out of the Engagement Agreement (including, without limitation, the
termination of the Engagement Agreement pursuant to this Letter Agreement).
3. Press Release. The text of any press release issued by ADNAS regarding
the termination of the parties' relationship shall be mutually agreed by ADNAS
and OP.
4. Use of Xxxxxxxx" Marks. Effective as of the Termination Date, ADNAS
shall have no further right to use or exploit the trade names and trademarks
"Xxxxxxx Xxxxxxxx," "Xxxxxxxx Partners LLC," or any similar xxxx or variations
or derivations thereof.
5. Governing Law. This Letter Agreement shall be governed by and construed
in accordance with the laws of the State of New York, United States of America,
applicable to contracts made and to be performed therein.
6. Counterparts. This Letter Agreement may be executed and delivered
(including by facsimile transmission) in several counterparts, and by the
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.
* * * *
Your signature below on the indicated enclosed copy of this Letter
Agreement is your representation that you are authorized to enter into and to
agree to the terms of this Letter Agreement on behalf of ADNAS. This Letter
Agreement shall be binding on all parties and their respective heirs, successors
and permitted assigns. Please execute and return the indicated enclosed copy of
this Letter Agreement to GP.
Very truly yours,
XXXXXXXX PARTNERS LLC
By:/s/ Xxxx Xxxxxxxxxx
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Xxxx Xxxxxxxxxx
Managing Director
APPLIED DNA SCIENCES, INC.
Dated: 4/11/05 By: /s/ Xxxxx Xxxxxxxxxx
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Xxxxx Xxxxxxxxxx
President
