SETTLEMENT AGREEMENT
This
Settlement Agreement (the “Agreement”) is made and entered into as of September
19, 2005 (the “Effective Date”), by and between Alliance Pharmaceutical Corp.
(the “Alliance”) and Imcor Pharmaceutical Co. (formerly Photogen Technologies,
Inc.) (“Imcor”). Alliance and Imcor may be referred to herein individually as a
“Party” and together as the “Parties.”
RECITALS
A. On
June
10, 2003, Alliance and Imcor entered into an Asset Purchase Agreement pursuant
to which, among other things, Alliance assigned and sold to Imcor certain
assets
related to Alliance’s imaging and diagnostic imaging business (the “Imagent
Assets”), and Imcor assumed certain liabilities related to such Imagent Assets
(the “Asset Purchase Agreement”). Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them under the Asset Purchase
Agreement.
B. Alliance
and Imcor are co-plaintiffs in that certain litigation referred to as
Imcor
Pharmaceutical Co. and Alliance Pharmaceutical Corp. v. Amersham Health
Inc.
(“Amersham”), Civil Action No. 03 CV 2853 currently pending in the United States
District Court for the District of New Jersey (the “Amersham
Litigation”).
C. Certain
disputes have now arisen between the Parties as to their respective rights
and
obligations under the Asset Purchase Agreement and with respect to the Amersham
Litigation.
D. The
Board
of Directors of Alliance and the Board of Directors of Imcor have each
determined that it is in the best interests of their respective stockholders
and
creditors to settle the dispute in accordance with the terms and conditions
set
forth in this Agreement.
E. In
entering into this Agreement, neither Party concedes the sufficiency or validity
of any claims, counterclaims, or defenses that have been asserted or could
be
asserted by either of them.
AGREEMENT
In
consideration of the foregoing recitals (which are incorporated herein by
this
reference) and the covenants and conditions set forth below, the Parties
hereby
agree as follows.
1. Settlement.
The
Parties intend for this Agreement and the related transactions to constitute
a
full and final resolution and settlement of the disputes that have arisen
between Alliance and Imcor arising from, or otherwise related to, the Asset
Purchase Agreement and/or the Amersham Litigation. Further, this Agreement
is
being entered into for settlement purposes pursuant to California Evidence
Code
§1152, Federal Rule of Evidence 408 and any similar statute or rule in any
applicable jurisdiction.
2. Termination
of Continuing Obligations Under the Asset Purchase
Agreement.
As of
the Effective Date and subject to the terms of this Agreement, the Parties
hereby agree that the continuing rights and obligations of each Party under
the
Asset Purchase Agreement are hereby terminated and shall be of no further
force
or effect. Such continuing rights and obligations include, but are not limited
to, Section 1.2(g) (Equity Conversion), Section 1.3 (Earnout), including,
without limitation, Alliance’s release of any and all rights and obligations set
forth in subsection (g) thereof pursuant to which Imcor shall re-license
to
Alliance the Imagent Assets in the event Imcor’s Board of Directors determines
that it is not in Imcor’s best interests to allocate its efforts and resources
towards the promotion of the Imagent Assets and the Imagent Products (the
“Alliance Imagent License Rights”), Article VII (Survival of Representations and
Warranties; Indemnification) and any royalty rights either Party may be entitled
to under the Asset Purchase Agreement (collectively, the “Continuing
Obligations”).
3. Economic
Arrangements.
3.1 Amersham
Litigation.
With
respect to the Amersham Litigation, the Parties agree to enter into a settlement
agreement with Amersham upon substantially the same terms most recently proposed
by Amersham, including, without limitation, a cash payment of $1,200,000.
The
Amersham settlement agreement shall specify that Amersham will pay $1,000,000
of
such amount directly to Imcor in satisfaction of Imcor’s claims in the Amersham
Litigation and that Amersham will pay $200,000 directly to Alliance in
satisfaction of any and all of Alliance’s claims in the Amersham Litigation
under the Asset Purchase Agreement.
3.2 Sale
of Imagent Assets.
(a) Imcor
shall use commercially reasonable efforts to promptly seek to sell, license,
enter into a joint venture relationship or enter into another strategic
transaction involving the disposition of the remainder of the Imagent Assets
to
a third-party in its sole discretion and subject to shareholder and other
required approvals (an “Imagent Transaction”), but will confer with Alliance
with respect to the terms and targets for potential joint venture, license
or
other strategic relationships, as well as the method of offering the Imagent
Assets for sale and potential buyers. The reasonable third-party fees and
expenses directly related to an Imagent Transaction shall be shared between
the
Parties in proportion to the amounts received by each Party as a result of
such
Imagent Transaction as set forth in subsection (b) below. The definitive
agreement entered into with any third-party relating to an Imagent Transaction
shall provide that any and all proceeds that Alliance is entitled to from
the
Imagent Transaction as provided for in subsection (b) below shall be remitted
by
the buyer thereof directly to Alliance. The Parties hereby acknowledge and
agree
that Alliance’s right to receive payments directly from the buyer in an Imagent
Transaction pursuant to this Section 3.2, and any payments made directly
to
Alliance by any such buyer are solely the right and property of Alliance.
Imcor
shall have no interest whatsoever in payments made (or to be made) directly
to
Alliance nor in Alliance’s right to receive such payments. In the event a buyer
erroneously delivers to Imcor any funds belonging to Alliance, Imcor shall
hold
such funds in a segregated bank account in trust solely for the benefit of
Alliance which it shall forthwith deliver to Alliance. If Imcor files a
voluntary bankruptcy petition, or has an involuntary bankruptcy petition
filed
against it, or becomes subject to an assignment for the benefit of creditors,
creditors’ trust, or related proceeding, Alliance’s right to receive payments
from any Imagent Transaction buyer, or any such funds held in trust by Imcor,
shall not become property of Imcor or Imcor’s bankruptcy estate as the right of
Alliance to receive payments herewith is its sole and separate right, is
not a
right of Imcor, and is not property of Imcor’s bankruptcy estate within the
meaning of 11 U.S.C. 541(a), and Alliance’s right to recover such payments shall
not be subject to the automatic stay imposed under 11 U.S.C. § 362 in any
bankruptcy case filed by or against Imcor. Should a bankruptcy petition be
filed
by or against Imcor, or should Imcor become subject to an assignment for
the
benefit of creditors, creditors’ trust, or similar proceeding, Alliance will
continue to have its independent right to pursue, recover and receive any
payments directly from a buyer due it under this Section 3.2 since, and any
funds held in trust by Imcor for the benefit of Alliance, it being acknowledged
that Imcor has no property interest, or any interest whatsoever, in payments
to
be made directly to Alliance (or held in trust by Imcor for the benefit of
Alliance), and such payments and funds shall not become property of Imcor’s
bankruptcy estate.
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(b) The
proceeds from an Imagent Transaction shall be allocated between the Parties
as
follows:
(i) The
first
$1,450,000 in proceeds from an Imagent Transaction shall be divided on a
dollar-for-dollar basis as follows: ninety percent (90%) to Imcor and ten
percent (10%) to Alliance until such time as Alliance has been paid
$100,000;
(ii) The
proceeds from an Imagent Transaction from $1,450,001 to $5,000,000 shall
be
divided on a dollar-for-dollar basis as follows: seventy percent (70%) to
Imcor
and thirty percent (30%) to Alliance; and
(iii) The
proceeds from an Imagent Transaction above $5,000,000 shall be divided on
a
dollar-for-dollar basis as follows: sixty-six and seven-tenths of a percent
(66.7%) to Imcor and thirty-three and three-tenths of a percent (33.3%) to
Alliance.
3.3 Schering
and Transaction Liability.
To the
extent that an Imagent Transaction results in any liability to Schering
Aktiengesellschaft (“Schering”) under the terms of that certain License
Agreement originally dated as of September 23, 1997, as amended and restated
as
of February 22, 2002, by and between Alliance and Schering, as assigned to
and
assumed by Imcor, or any transaction fees and expenses, such amount payable
by
each Party shall be determined based upon the ratios set forth as
follows:
(i) Any
liability to Schering or for transaction fees or expenses related to the
first
$1,450,000 in proceeds from an Imagent Transaction shall be divided on a
dollar-for-dollar basis and promptly paid as follows: ninety percent (90%)
by
Imcor and ten percent (10%) by Alliance until such time as Alliance has paid
$100,000;
(ii) Any
liability to Schering or for transaction fees or expenses related to an Imagent
Transaction with proceeds from $1,450,001 to $5,000,000 shall be divided
on a
dollar-for-dollar basis and paid as follows: seventy percent (70%) by Imcor
and
thirty percent (30%) by Alliance; and
(iii) Any
liability to Schering or for transaction fees or expenses related to an Imagent
Transaction with proceeds above $5,000,000 shall be divided on a
dollar-for-dollar basis and paid as follows: sixty-six and seven-tenths of
a
percent (66.7%) by Imcor and thirty-three and three-tenths of a percent (33.3%)
by Alliance.
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4. Imcor
Release.
Except
as expressly set forth in this Agreement for and in consideration of the
mutual
covenants set forth herein, which are hereby excluded from and survive this
general release, Imcor, on its own behalf and on behalf of its grantees,
agents,
representatives, assignees, assignors, attorneys or any other entity in which
Imcor has a controlling interest (collectively, the “Imcor Releasors”), hereby
releases and forever discharges by this Agreement Alliance, and each of its
past
and present agents, employees, representatives, officers, directors,
stockholders, attorneys, accountants, insurers, receivers, advisors,
consultants, partners, partnerships, parents, divisions, subsidiaries,
affiliates, assigns, successors, heirs, predecessors in interest, joint
ventures, and commonly-controlled corporations (collectively, the “Alliance
Releasees”) from and against any and all liabilities, causes of action, charges,
complaints, suits, claims, obligations, costs, losses, damages, rights,
judgments, attorneys’ fees, expenses, bonds, bills, penalties, fines, and all
other legal responsibilities of any form whatsoever, whether known or unknown,
whether suspected or unsuspected, whether fixed or contingent, liquidated
or
unliquidated, including, but not limited to, those arising from or otherwise
related to: (i) the Asset Purchase Agreement or any document related thereto
and
any of the Continuing Obligations of the Parties thereunder, (ii) the Amersham
Litigation, (iii) any act or omission occurring prior to the Effective Date
by
any Alliance Releasee, (iv) the use and occupancy of the premises located
at
0000 Xxxx Xxxxxxxxx, Xxx Xxxxx, XX 00000 (the “Premises”), and (v) the use of
the other Party’s personnel, including in each case those arising under any
theory of law, whether common, constitutional, statutory or other or of any
jurisdiction, foreign or domestic, whether known or unknown, whether in law
or
in equity, which any Imcor Releasor had or may claim to have against any
of them
(collectively referred to as the “Imcor Released Claims”); provided,
however,
that
the foregoing shall not release or impair any claims to enforce the provisions
of this Agreement.
5. Alliance
Release.
Except
as expressly set forth in this Agreement, for and in consideration of the
mutual
covenants set forth herein, which are hereby excluded from and survive this
general release, Alliance on its own behalf, and on behalf of its grantees,
agents, representatives, assignees, assignors, attorneys or any other entity
in
which the Alliance has a controlling interest (collectively, the “Alliance
Releasors”) hereby releases and forever discharges by this Agreement Imcor, and
each of its past and present agents, employees, representatives, officers,
directors, stockholders, attorneys, accountants, insurers, receivers, advisors,
consultants, partners, partnerships, parents, divisions, subsidiaries,
affiliates, assigns, successors, heirs, predecessors in interest, joint
ventures, and commonly-controlled corporations (collectively, the “Imcor
Releasees”) from and against any and all liabilities, causes of action, charges,
complaints, suits, claims, obligations, costs, losses, damages, rights,
judgments, attorneys’ fees, expenses, bonds, bills, penalties, fines, and all
other legal responsibilities of any form whatsoever, whether known or unknown,
whether suspected or unsuspected, whether fixed or contingent, liquidated
or
unliquidated, including, but not limited to, those arising from or otherwise
related to: (i) the Asset Purchase Agreement or any document related thereto
and
any of the Continuing Obligations of the Parties thereunder, (ii) the Amersham
Litigation, (iii) any act or omission occurring prior to the Effective Date
by
any Imcor Releasee, (iv) the use and occupancy of the Premises, and (v) the
use
of the other Party’s personnel, including in each case, those arising under any
theory of law, whether common, constitutional, statutory or other or of any
jurisdiction, foreign or domestic, whether known or unknown, whether in law
or
in equity, which any Alliance Releasor had or may claim to have against any
of
them (collectively referred to as the “Alliance Released Claims”); provided,
however,
that
the foregoing shall not release or impair any claims to enforce the provisions
of this Agreement.
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6. Adequate
Consideration.
The
Parties hereby acknowledge and agree that this Agreement and the covenants
provided hereunder constitute full, fair and adequate consideration and
compensation for the releases granted in Sections 4 and 5, above. Each party
agrees that the fair value of the consideration it is receiving under this
Agreement equals or exceeds the fair value of the consideration it is
delivering.
7. Unknown
Claims.
Each
Party acknowledges that it may hereafter discover facts different from, or
in
addition to, those which said Party now believes to be true with respect
to the
release of claims. Each Party agrees that the foregoing release shall be
and
remain effective in all respects notwithstanding such different or additional
facts or discovery thereof, and that this Agreement contemplates the
extinguishment of all such claims and causes of action.
8. Covenant
Not to Xxx.
Each of
the Parties, for itself and for its heirs, successors, agents, assigns and
affiliates and any person or entity claiming by, through or under it, further
agrees, promises, and covenants that they have not, will not, nor will any
person, organization or any other entity acting on their behalf, file, charge,
claim, xxx, participate in, join or cause or permit to be filed, charged
or
claimed, any action for damages or other relief (including injunctive,
declaratory, monetary or other) against the other Parties released hereunder,
their affiliates and successors and their respective officers, directors,
employees, agents, and representatives, past and present, with respect to
any
Imcor Released Claims or Alliance Released Claims, as the case may
be.
9. Civil
Code Section 1542 Waiver.
With
respect to the Imcor Released Claims and the Alliance Released Claims, as
the
case may be, it is further understood and agreed that notwithstanding California
Civil Code Section 1542, which presently provides:
“A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR,”
the
release by each Party contained herein extends to all claims of every nature
and
kind whatsoever, known and unknown.
Each
Party hereby waives any and all rights that it may have under Section 1542
as it
presently reads or as it shall hereinafter be amended. In connection with
this
waiver, each Party acknowledges that it is aware that it may hereafter discover
claims presently unknown or unsuspected or facts in addition to or different
from those it now knows or believes to be true with respect to the Imcor
Released Claims or Alliance Released Claims, as the case may be. Nevertheless,
it intends through this Agreement to release fully, finally, and forever,
in the
manner described herein, all Imcor Released Claims or Alliance Released Claims,
as the case may be. Accordingly, the releases contained herein shall remain
in
effect as a full and complete release of the Imcor Released Claims or Alliance
Released Claims, as the case may be, in accordance with its terms
notwithstanding the discovery or existence of any such additional facts or
different claims relating thereto.
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10. No
Admission of Liability.
This
Agreement is intended to and does compromise disputed claims and shall not
be
construed as an admission of liability by any Party of any claim made by
the
other Party.
11. Independent
Investigation; Voluntary Agreement.
Each
Party has made such investigation of the facts pertaining to this Agreement,
and
of all other matters pertaining thereto, as the Party deems
necessary.
12. Non-Disparagement.
The
Parties acknowledge that their professional reputations are extremely important
in the community at large. As such, neither Party nor its officers at the
vice
president level or higher will take any actions or make any statements that
are
disparaging of the other Party (including its current directors, officers,
employees, consultants or any parent, subsidiary or successor-in-interest
of a
Party). Furthermore, the Parties agree that they will not make or publish
any
statement, written or oral, that becomes or reasonably could be expected
to
become publicly known, or instigate, assist or participate in the making
or
publication of any such statement, which would libel or slander the other
Party
or its current officers, directors, employees, consultants or any parent,
subsidiary or successor-in-interest of a Party. The Parties hereby acknowledge
and agree that this non-disparagement clause is a material term of this
Agreement.
13. Attorney’s
Fees.
In the
event that either Party brings an action, arbitration or proceeding to enforce,
interpret or construe this Agreement (including an alleged violation of the
confidentiality provisions of this Agreement), the prevailing Party in such
action, arbitration or proceeding shall be entitled to recover its reasonable
attorneys’ fees and costs from the other Party.
14. Representations
and Warranties.
The
Parties to this Agreement, and each of them, represent and warrant
that:
14.1 Each
Party has received independent legal advice from its attorneys with respect
to
the advisability of making the settlement provided for in this
Agreement.
14.2 Each
Party declares that prior to the execution of this Agreement, they apprised
themselves of sufficient relevant information, through sources of their own
selection, in order that they might intelligently exercise their own judgment
in
deciding whether to execute it, and in deciding on the contents hereof.
14.3 No
Party
(nor any officer, agent, partner, employee, representative, or attorney for
any
Party), has made any statement or representation to any other Party regarding
any fact relied upon in entering into this Agreement, except as set forth
herein, and each Party does not rely upon any statement, representation or
promise of any other Party (or any officer, agent, partner, employee,
representative, or attorney of or for any Party), in executing this Agreement,
or in making the settlement provided for herein, except as set forth
herein.
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14.4 Each
Party to this Agreement has made such independent investigation of the facts
pertaining to this Agreement, and of all matters pertaining to it, as it
deems
necessary.
14.5 Each
Party, or its responsible officers, has read this Agreement and understands
the
contents hereof, and any individual executing this Agreement is legally
competent to execute this Agreement, and any person executing this Agreement
in
a representative capacity of any of the Parties is authorized and empowered
to
do so and thereby has the authority to bind the Party on whose behalf this
Agreement is signed.
14.6 The
Parties will execute all such further and additional documents as shall be
reasonably necessary to carry out the provisions of this Agreement.
14.7 Each
Party represents and warrants that this Agreement and the transactions
contemplated herein (i) are not made or incurred with the intent to hinder,
delay or defraud any person to whom such Party has been, is now, or may
hereafter become indebted; and (ii) are not entered into with the intent
to
incur, or with the belief that such Party would incur, debts beyond its ability
to pay as such debts mature.
15. No
Prior Assignment of Rights.
Each
Party is the sole owner of the Imcor Released Claims and Alliance Released
Claims, respectively, being released by it hereby and such Party has not
assigned or otherwise transferred, voluntarily or involuntarily, any such
Imcor
Released Claims or Alliance Released Claims, as the case may be.
16. Assertion
of Agreement as Bar to Proceedings.
This
Agreement may be asserted by any of the Imcor Releasees or Alliance Releasees,
as the case may be, as a defense and complete bar to any action, claim, cross
claim, cause of action, arbitration or other proceeding that may be brought,
or
could have been brought, instituted or taken by, against, or involving any
of
the Imcor Releasors, Alliance Releasors, or anyone acting or purporting to
act
on behalf of any of the same with respect to any Imcor Released Claims or
Alliance Released Claims, as the case may be.
17. Entire
Agreement.
This
Agreement contains the entire understanding of the Parties with respect to
the
subject matter hereof and supersedes all prior and contemporaneous agreements,
understandings, discussions and representations, oral or written, with respect
to such matters, which the Parties acknowledge have been merged into such
documents, exhibits and schedules.
18. Notices.
Any and
all notices or other communications or deliveries required or permitted to
be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of (a) the date of transmission, if such notice or communication
is delivered via facsimile (provided the sender receives a machine-generated
confirmation of successful transmission) at the facsimile number specified
in
this Section prior to 6:30 p.m. (New York City time) on a business day, (b)
the
next business day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified
in
this section on a day that is not a business day or later than 6:30 p.m.
(New
York City time) on any business day, (c) the business day following the date
of
mailing, if sent by U.S. nationally recognized overnight courier service,
or (d)
upon actual receipt by the Party to whom such notice is required to be given.
The address for such notices and communications shall be as
follows:
7
0000
Xx
Xxxxx Xxxxxxx Xxxxx, Xxxxx 000
Xxx
Xxxxx, Xxxxxxxxxx 00000
Facsimile
No.: (000) 000-0000
Telephone
No.: (000) 000-0000
Attention:
Xxxxx Xxxx, Chief Executive Officer
With a copy to: Xxxxx
& Xxxxxxx LLP
000
X.
Xxxxxxxx, 00xx
Xxxxx
Xxx
Xxxxx, XX 00000
Facsimile
No.: (000) 000-0000
Telephone
No.: (000) 000-0000
Attention:
Xxxxxxx X. Xxxxx, Esq.
If to Imcor:
Imcor
Pharmaceutical Co.
0000
Xx
Xxxxx Xxxxxxx Xxxxx, Xxxxx 000
Xx
Xxxxx,
XX 00000
and
to:
Imcor
Pharmaceutical Co.
X.X.
Xxx
0000
Xx
Xxxxx,
XX 00000
Facsimile:
(000) 000-0000
Telephone
No.: (000) 000-0000
Attention:
B. Xxxx XxXxxxxx
With
a copy to: Xxxxxx
& Xxxxx LLC
000
X. Xxxxxx Xxxxx
Xxxxxxx,
XX 00000
Facsimile
No.: (000) 000-0000
Telephone
No.: (000)-000-0000
Attention:
Xxxxxxx X. Xxxxxx
or
such
other address as may be designated in writing hereafter, in the same manner,
by
such Person.
19. Amendments;
Waivers.
Except
as expressly set forth herein, no provision of this Agreement may be waived
or
amended as between the Parties hereto except in a written instrument signed
by
the Parties. No waiver of any default with respect to any provision, condition
or requirement of this Agreement shall be deemed to be a continuing waiver
in
the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission
of
either Party to exercise any right hereunder in any manner impair the exercise
of any such right.
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20. Construction.
The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof. The language used in this Agreement will be deemed to be the language
chosen by the Parties to express their mutual intent, and no rules of strict
construction will be applied against any Party. This Agreement shall be
construed as if drafted jointly by the Parties, and no presumption or burden
of
proof shall arise favoring or disfavoring any Party by virtue of the authorship
of any provisions of this Agreement or any of the documents contemplated
hereby.
21. Successors
and Assigns.
This
Agreement shall be binding upon and inure to the benefit of the Parties and
their successors and assigns.
22. Governing
Law; Dispute Resolution.
All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. In the event that a dispute arises
between the Parties concerning this Agreement or the transactions contemplated
herein, each Party agrees to designate an executive officer to negotiate
within
five business days after receipt of written notice of the dispute. The notice
shall specify in reasonable detail the nature and circumstances of the dispute.
Each Party’s representatives shall confer concerning the dispute for a period of
thirty (30) days, and neither Party shall commence any legal action concerning
the dispute until the expiration of such period (other than equitable action
seeking non-monetary relief if necessary solely to preserve the
status-quo).
23. Execution.
This
Agreement may be executed in two or more counterparts, all of which when
taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each Party and delivered
to the
other Party, it being understood that both Parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation
of the
Party executing (or on whose behalf such signature is executed) with the
same
force and effect as if such facsimile signature page were an original
thereof.
24. Severability.
If
any
provision of this Agreement is held to be invalid, illegal or unenforceable
in
any respect, the validity and enforceability of the remaining terms and
provisions of this Agreement shall not in any way be affected or impaired
thereby and the Parties will attempt to agree upon a valid, legal and
enforceable provision that is a reasonable substitute therefore, and upon
so
agreeing, shall incorporate such substitute provision in this
Agreement.
25. Arm’s
Length Negotiations.
This
Agreement is being entered into in good faith by the Parties and was negotiated
through arm’s length bargaining.
26. Public
Announcements.
The
Parties shall consult with each other prior to issuing any press releases,
filing any Current Reports on Form 8-K or otherwise making any public statements
with respect to this Agreement and the transactions contemplated hereby.
Neither
party shall issue any such press release, file such 8-K or make any other
public
statement without the agreement of the other Party, such agreement not to
be
unreasonably withheld; provided,
however,
in no
event shall a Party be prevented from issuing a press release, filing an
8-K or
making any other public statement that such has been advised by counsel may
be
required by law.
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IN
WITNESS WHEREOF, the Parties have executed this Settlement Agreement as of
the
Effective Date.
| ALLIANCE PHARMACEUTICAL CORP. | ||
| |
|
|
| By: | /s/ Xxxxx Xxxx | |
|
Xxxxx Xxxx, Chief Executive Officer |
||
| IMCOR PHARMACEUTICAL CO. | ||
| |
|
|
| By: | /s/ Xxxxx Xxxxxxxxx | |
|
Xxxxx Xxxxxxxxx, Chairman of the Board of Directors |
||
[Signature
Page to Settlement Agreement]
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