EXHIBIT 99.4
Settlement Agreement and Release
This Settlement Agreement and Release (this "Agreement"), dated on
October 22, 2003, is entered into by and between The Trustees of the University
of Pennsylvania ("University"), a Pennsylvania nonprofit corporation, and Genta
Inc. ("Genta"), a Delaware corporation.
WHEREAS, Genta and University are parties to that certain License
Agreement dated as of August 1, 1991, amended as of December 19, 2000 (the
"License Agreement");
WHEREAS, a dispute has arisen between Genta and University concerning
the amount due University under the License Agreement on account of payments
received by Genta from Aventis Pharmaceuticals Inc. ("Aventis") in connection
with a transaction between Genta and Aventis entered into in April 2002, such
payments including a $40 million payment for development costs, a payment of
approximately $70 million for the purchase of stock, a payment of approximately
$10 million for the acquisition of convertible debt, certain payments under a
line of credit, future milestone payments, and a $10 million payment in
connection with which Genta paid University $1 million (the "Dispute");
WHEREAS, an arbitration under the auspices of the American Arbitration
Association was commenced by Genta, and a counterclaim was asserted by
University, styled Genta Inc. v. Trustees of the University of Pennsylvania,
case number 13 133 02590 02 (the "Arbitration");
WHEREAS, Genta and University wish amicably and conclusively to settle
and resolve the Dispute and dismiss the Arbitration as set forth herein;
WHEREAS, Genta and University are this same date entering into the
Second Amendment to License Agreement (the "Second Amendment"), a copy of which
is attached hereto and incorporated herein by reference; and
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Genta and University agree as
follows:
1. Payments
Genta shall make the payments listed in Sections 3.3(a)(i) and
3.3(a)(ii) of the License Agreement as amended by the Second Amendment
consistent with the terms contained therein.
2. Settlement and Release
2.1 This Agreement and the Second Amendment are made in full
and final settlement of the Dispute and of all claims and counterclaims asserted
in the Arbitration.
2.2 University, for itself and its trustees, officers,
employees, agents, attorneys, insurers, affiliates, assigns, and all persons or
entities that are or could claim with or through it, hereby remises and releases
Genta, including its directors, officers, employees, shareholders, agents,
attorneys, insurers, affiliates, and assigns from all claims related to or
arising from the Dispute, specifically including those stated in University's
counterclaims in the Arbitration.
2.3 Genta, for itself and its directors, officers, employees,
shareholders, agents, attorneys, insurers, affiliates, assigns, and all persons
or entities that are or could claim with or through it, hereby remises and
releases University, including its trustees, officers, employees, agents,
attorneys, insurers, affiliates, and assigns from all claims related to or
arising from the Dispute, specifically including those stated in Genta's demand
for arbitration in the Arbitration.
2.4 Upon the execution and exchange of both this Agreement and
the Second Amendment, the parties shall promptly cause the Arbitration to be
dismissed by directing their respective attorneys to execute and file a
Stipulation of Dismissal in the form annexed hereto.
3. Governing Law; Arbitration
3.1 This Agreement shall be construed, interpreted, and applied in
accordance with the laws of the State of Delaware, without regard to conflict of
law principles of any jurisdiction.
3.2 Any dispute between University and Genta arising under this Agreement
shall be resolved by arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association. The parties will cooperate with
each other in causing the arbitration to be held in as efficient and expeditious
a manner as possible. Any such arbitration proceeding shall be conducted in
Princeton, New Jersey, unless otherwise agreed to between the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first written above.
THE TRUSTEES OF THE GENTA INCORPORATED
UNIVERSITY OF PENNSYLVANIA
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------- ------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director, Title: Chief Executive Officer
Center for Technology
Transfer
2
AMERICAN ARBITRATION ASSOCIATION
----------------------------------------------------x
:
Genta Inc., :
:
Claimant, : CASE NO. 13 133 02590 02
:
v. :
:
The Trustees of the University of Pennsylvania, :
:
Respondent. :
:
----------------------------------------------------x
STIPULATION OF DISMISSAL WITH PREJUDICE
This matter having been amicably adjusted by and between the parties,
it is hereby stipulated and agreed that this Arbitration, and all claims and
counterclaims asserted herein, shall be and hereby are DISMISSED WITH PREJUDICE.
Each party shall bear its own costs.
XXXXXX & XXXXXX XXXXXXX XXXXXXXXX XXXXX & XXXXXX
1 Broadway One Xxxxx Xxxxxx, 00xx xxxxx
Xxx Xxxx, XX 00000-0000 Xxxxxxxxxxxx, XX 00000-0000
(212) 425-4200 (215) 568-6200
Attorneys for Claimant Attorneys for Respondent
Genta Inc. The Trustees of the University of
Pennsylvania
By:______________________________ By:__________________________________
XXXXXXX X. XXXXX XXXXXX X. EBBY
SO ORDERED this day of , 2003.
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XXXXXX X. XXXXXXX, Arbitrator
