EXHIBIT 10.34
TERMINATION OF SUPPLY AND ASSEMBLY AGREEMENT AND RELEASE
WITNESSETH, this termination of SUPPLYAND ASSEMBLY AGREEMENT (this
"Termination and Release") by and between COMMAND MEDICAL PRODUCTS INC., a
Florida corporation with an office and principal place of business at 00 Xxxxxx
Xxxxxx, Xxxxxx Xxxxx, XX 00000 ("Command"); and HEMASURE, INC., a Delaware
corporation with an office and principal place of business at 000 Xxxxx Xxxxx,
Xxxxxxxxxxx, XX 00000 ("HemaSure").
WHEREAS, HemaSure and Command originally entered into a supply and
assembly agreement on January 1, 2000 (the "Agreement"); and
WHEREAS, HemaSure desires to terminate the Agreement and be released from
its obligations under the Agreement and Command desires to terminate the
Agreement and recover some of the costs associated with its performance under
the Agreement.
NOW THEREFORE, in consideration of these premises, the premises and the
mutual agreements herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Concurrent with the execution hereof HemaSure has delivered to Command a
cash payment of $600,000.00 (Six Hundred Thousand Dollars) (the
"Consideration").
2. Command, by execution of this Termination and Release,
(a) acknowledges the receipt and sufficiency of the
Consideration; and
(b) releases and forever discharges HemaSure, its officers,
directors, shareholders, employees, predecessors, successors, assigns,
affiliates, subsidiaries, parents, agents, and representatives from any and all
actions, causes of action, suits, debts, dues, sums of money, liabilities,
accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
extents, executions, claims for contribution or indemnity, and demands
whatsoever, whether known or unknown, suspected or unsuspected, concealed or
unconcealed, at law or in equity, which Command ever had, now has or may
hereafter have, from the beginning of the world to the day of the date of the
execution of this Termination and Release, arising out of, or in connection
with, the Agreement.
3. Upon execution of this Termination and Release, the Agreement is hereby
terminated and is of no further force and effect. Neither HemaSure nor
Command shall have any further rights, liabilities or obligations
thereunder whatsoever.
[Signature page to follow]
IN WITNESS WHEREOF, the parties have caused this Termination and Release
to be executed in duplicate originals by their duly authorized representatives
as of December __, 2000.
COMMAND MEDICAL PRODUCTS INC. HEMASURE, INC.
/s/ Xxxxx X. Xxxxx, Xx. /s/ Xxxx X. XxXxxxx III
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Xxxxx X. Xxxxx, Xx. Xxxx X. XxXxxxx III
President President & CEO
