EXHIBIT 10.14
December 9, 1997
Synthelabo
00 Xxxxxx Xxxxxxx
00000 Xx Xxxxxxx Xxxxxxxx
XXXXXX
ATTN: Philippe Goupit
Dear Sirs:
This letter is intended to memorialize our mutual agreement regarding the
release of all claims regarding disputes arising from that certain Amended and
Restated Investment and Master Strategic Relationship Agreement, dated as of
October 9, 1997, by and between Angeion Corporation and Synthelabo (the
"Investment Agreement"). All terms not defined herein shall have the same
meanings as set forth in the Investment Agreement. In consideration of the
covenants and releases contained herein, and for other good and valuable
consideration, receipt of which is hereby acknowledged, the parties agree as
follows:
1. The Investor, for itself and its Affiliates, hereby irrevocably
releases and discharges as of the date hereof the Company and its Affiliates,
and each of them, from any and all disputes, controversies, claims, demands,
actions, suits, obligations, damages, expenses, judgments, orders, causes of
action or liabilities of whatever kind or nature, in law, at equity or
otherwise, arising out of the Investment Agreement or the transactions
contemplated thereby or the breach, if any, thereof, which the Investor and its
Affiliates now own or hold or have at any time owned or held as against the
Company and its Affiliates (i) that are known to Investor or any of its
Affiliates as of the date hereof, or (ii) that are described in Schedule 1 or
subsequently arise from any matters described in Schedule 1.
2. The Company, for itself and its Affiliates, hereby irrevocably releases
and discharges as of the date hereof the Investor and its Affiliates, and each
of them, from any and all disputes, controversies, claims, demands, actions,
suits, obligations, damages, expenses, judgments, orders, causes of action or
liabilities of whatever kind or nature, in law, at equity or otherwise, whether
known or unknown, arising out of the Investment Agreement or the transactions
contemplated thereby or the breach, if any, thereof, which the Company and its
Affiliates now own or hold or have at any time owned or held as against the
Investor and its Affiliates (i) that are
Synthelabo
December 9, 1997
Page Two
known to the Company or any of its Affiliates, or (ii) that relate directly or
indirectly to the matters identified in Schedule 2.
3. The parties, on their own behalf and on the behalf of their respective
Affiliates, hereby acknowledge that they and their respective Affiliates are
aware that they and their respective Affiliates may become aware of subsequently
arising facts or developments arising from the disputes, controversies, claims,
demands, actions, suits, obligations, damages, expenses, judgments, orders,
causes of action and liabilities disclosed in Schedule 1 and Schedule 2, and
agree the releases granted in paragraphs 1 and 2 hereof with respect to such
matters shall be and remain in effect in all respects as complete and general
releases as to all such matters released herein.
4. Each party, on its own behalf and on the behalf of its respective
Affiliates, agrees not to make, assert or maintain against the other party or
its respective Affiliates any claim, demand, action, suit or proceeding arising
out of or in connection with the matters respectively released herein.
5. Each party, on its own behalf and on the behalf of its respective
Affiliates, represents and warrants that such party and its respective
Affiliates have not heretofore assigned or transferred or purported to assign or
transfer to any person, firm, corporation or other entity any claim, demand,
right, damage, liability, action, cause of action or any other matter herein
released.
6. This letter agreement contains the entire understanding of the parties
with respect to the matters referred to herein. No provision of this letter
agreement may be amended or supplemented other than by a written instrument
signed by the party against whom enforcement of any such amendment or supplement
is sought.
7. The releases granted herein shall apply to all aspects of the
transactions contemplated by the Investment Agreement and the transactions
contemplated thereby except that such releases shall not in any way limit the
liabilities or obligations of the parties hereto or their respective Affiliates
under the Related Agreements including with respect to product warranties or
indemnification rights granted therein.
8. The parties hereto shall not be deemed to have made any admission of
wrongdoing or breach with respect to the transactions contemplated by the
Investment Agreement by virtue of their execution and delivery of this letter
agreement nor shall the existence of this letter agreement be used to interpret
Synthelabo
December 9, 1997
Page Three
standards of materiality or other such principles of general application under
the Investment Agreement with respect to any claims for breach thereof.
9. This letter agreement shall be governed by and construed and enforced
in accordance with the laws of the State of New York.
Please acknowledge Synthelabo's agreement with the foregoing by executing
this letter on the signature line provided below.
Sincerely yours,
ANGEION CORPORATION
By: /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Xxxxxxx X. XxXxxxxx
President and
Chief Executive Officer
ACKNOWLEDGED AND AGREED TO:
SYNTHELABO
By: /s/ Xxxx Xxxxxx Xxxxxxx
----------------------------------
Name: Xxxx Xxxxxx Xxxxxxx
--------------------------------
Title: Attorney-in-Fact
-------------------------------
By: /s/ Goupit Philippe
----------------------------------
Name: Goupit Philippe
--------------------------------
Title: Attorney-in-Fact
-------------------------------
Schedule 1
The releases granted in paragraphs 1 and 2 of the letter agreement shall
not limit any remedy that Investor may have under Rule 10b-5 for any material
omission or inaccuracy in the information disclosed by the Company to the
Investor on or prior to December 9, 1997.
Any cost, claim, liability, proceeding or damage to the Company arising
from:
1. Any actual or alleged defects in the Company's Sentinel
2010/2011/2012 ICD products related to cracking or failure of any 10
microfarad ceramic capacitor contained therein and early discharge
of batteries in such products as a result thereof or any actual or
alleged problems related to possible dislodgements of the 4040 lead
in animal studies. Any actual or alleged failure of the Company to
disclose such information to the Investor regarding any such actual
or alleged product problems.
2. Any disclosure by the Company of any details of the Investment
Agreement in any press release or in the investor press conferences
held by the Company on October 13, 1997 and November 13, 1997,
including the specific price per share of the Initial Shares
provided for in the Investment Agreement, or information as to ELA's
European and US sales structures, and any alleged failure to seek
prior consultation or approval of ELA or Synthelabo with respect to
any such public announcements or public statements.
3. Any delay in availability of the 4040 leads or ICD's due to
Angeion's decision to temporarily suspend implants of the
2010/2011/2012 ICD.
Schedule 2
1. Any delay in the filing of the Xxxx-Xxxxx-Xxxxxx submission.
2. Any failure to close within 2 (two) business days after receipt of a
notice of early termination of the Xxxx-Xxxxx-Xxxxxx waiting period.
