Exhibit 10.65
SETTLEMENT AND RELEASE AGREEMENT
This Settlement and Release Agreement ("Agreement") is made by and entered
into among: (1) ILLUMEA (ASIA), LTD., a limited liability company organized
under the laws of Hong Kong ("IAL"); and (2) NATHALIE J.V.D. DOORNMALEN, an
individual ("Doornmalen") [collectively, the "IAL Parties"], on the one hand;
and (3) MED DIVERSIFIED (formerly known as x-XxxXxxx.xxx), a Nevada corporation
("Med"); (4) ILLUMEA CORPORATION, a Delaware corporation ("Illumea"); and (5)
XXXXXX X. XXXXXXXX, an individual ("Xxxxxxxx") [collectively, the "Med
Parties"], on the other hand. (For purposes of this Agreement, the IAL Parties
and the Med Parties are sometimes referred to collectively as the "Parties
Hereto.")
Recitals
This Agreement is made by and entered into among the Parties Hereto for the
following purposes and with reference to the following facts:
(a) On or about November 23, 1999, Illumea and IAL entered into that
certain agreement entitled "Exclusive Agency Agreement" (the "Agency
Agreement").
(b) On December 5, 2000, the IAL Parties and certain other claimants (the
"Other Claimants") filed their "Complaint For: (1) Securities Fraud; [Etc.]" in
the United States District Court for the Central District of California (the
"District Court") against the Med Parties, and thereby commenced that certain
civil action entitled Illumea (Asia), Ltd., etc., et al. v. x-XxxXxxx.xxx, etc.,
et al., District Court Case No. SACV00-1193-GLT(MLGx) (the "Action").
(c) On December 13, 2000. the IAL Parties and the Other Claimants filed in
the Action their "First Amended Complaint For: (1) Securities Fraud; [Etc.]"
(the "Operative Complaint"), and thereby alleged claims against the Med Parties
for, among other things, securities fraud, conspiracy, breach of contract,
fraud, false promise, promissory estoppel, defamation, and violation of
California Business & Professions Code section 17200.
SETTLEMENT AND RELEASE AGREEMENT
(d) On March 26, 2001, the Med Parties filed in the Action their respective
answers to the Operative Complaint (collectively, the "Answers"), and thereby
admitted and denied certain allegations in, and asserted certain affirmative
defenses to, the Operative Complaint.
(e) Also on March 26, 2001, Med and Illumea filed in the Action their
"Counterclaim For: 1. Breach of Contract; [Etc.]" (the "Counterclaims"), and
thereby alleged counterclaims against the IAL Parties for breach of contract,
conversion, fraud breach of fiduciary duty, unjust enrichment, accounting,
breach of implied covenant, quantum valebant, money had and received, and fraud.
(f) On June 22, 2001, the IAL Parties filed in the Action their reply to
the Counterclaims (the "Reply"), and thereby admitted and denied certain
allegations in, and asserted certain affirmative defenses to, the Counterclaims.
(g) On August 8, 2001, the District Court entered in the Action its "Order
Granting Dismissal Of Action Without Prejudice To Certain Plaintiffs," by which
the Other Claimants' claims as against the Med Parties were dismissed without
prejudice and the Other Claimants were removed as parties to the Action.
(h) On or about February 6, 2002, the District Court granted partial
summary judgment in favor of the Med Parties on the third and tenth claims for
relief set forth in the Operative Complaint (the "Summary Judgment Order").
(i) On March 1, 2002, the District Court approved and entered in the
Action the Final Pretrial Conference Order (the "PTC Order") jointly
submitted by the Parties Hereto.
(j) On April 1, 2002, the Parties Hereto and their respective counsel of
record appeared before the District Court (the Xxxxxxxxx Xxxx X. Xxxxxx, Judge,
presiding) in the Action, and placed on the record the essential terms and
conditions of a settlement between and among them of the Action (the "Essential
Terms"). The Parties Hereto intended the Essential Terms to be enforceable
against, and binding upon, each of them. One of the Essential Terms was that the
Parties Hereto also would enter into a written settlement and
2.
SETTLEMENT AND RELEASE AGREEMENT
release agreement, which would incorporate each of the Essential Terms, as
well as other provisions considered necessary to effectuate the Essential
Terms. At the April 1, 2002 hearing, the District Court instructed the
Parties Hereto to complete and execute the written settlement and release
agreement by 3:00 p.m. on April 2, 2002. Otherwise, the Action would proceed
to trial on April 3, 2002.
(k) Without admitting any liability, to avoid the further expenses of
continuing to litigate the Action, and in accordance with the Essential Terms
and the District Court's instruction that the Parties Hereto complete and enter
into a written settlement and release agreement by April 2, 2002, the Parties
Hereto now desire to resolve, compromise, and settle the disputes, claims, and
controversies between or among them that arise from the Agency Agreement, the
Operative Complaint, the Answers, the Counterclaims, the Reply, the PTC Order,
the Action, or the subject matters of the Action, on the terms and conditions
set forth below.
NOW, THEREFORE, in light of the foregoing recitals and for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by each of the Parties Hereto, the Parties Hereto, and each of
them, hereby warrant, represent, acknowledge, covenant, and agree as follows:
1. Dismissal Of Action Initially Without Prejudice.
(a) Concurrently with their execution and delivery of this Agreement, the
IAL Parties shall cause their counsel of record in the Action, Xxxxxxxx &
Xxxxxxxx LLP, to execute and deliver to counsel of record in the Action for the
Med Parties, Frandzel Robins Bloom & Csato, L.C. and Manatt, Xxxxxx & Xxxxxxxx,
LLP, the original of that certain "Stipulation For Dismissal Without Prejudice
Of Complaint And Counterclaims; Order Thereon (the "Dismissal Without
Prejudice") in the form attached hereto as Exhibit "A," evidencing the IAL
Parties' consent to the dismissal of the entire Action, including the Operative
Complaint, without prejudice.
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SETTLEMENT AND RELEASE AGREEMENT
(b) Upon the execution and delivery of this Agreement, and receipt of the
executed Dismissal Without Prejudice by the IAL Parties, the Med Parties shall
cause their respective counsel of record in the Action to execute and file in
the Action the original of the Dismissal Without Prejudice, evidencing the Med
Parties' consent to the dismissal of the entire Action, including the
Counterclaims, without prejudice. The Med Parties' counsel shall thereafter
provide the IAL Parties' counsel with a conformed copy of the executed Dismissal
Without Prejudice.
(c) The Parties Hereto further agree to perform all other acts necessary to
cause the Action, including the Operative Complaint and the Counterclaims, to be
dismissed in its entirely without prejudice as against all parties.
2. Cash Payment By Med Parties To Doornmalen
(a) On or before April 15, 2002, the Med Parties shall cause to be
delivered to the IAL Parties' counsel of record in the Action, either by means
of (a) corporate check(s) in good funds made payable to "Xxxxxxxx & Xxxxxxxx LLP
Client Trust Account f/b/o Xxxxxxxx Xxxxxxxxxx and Illumea (Asia), Ltd." or (b)
a wire transfer to Xxxxxxxx & Xxxxxxxx LLP's client trust account (in accordance
with wiring instructions to be provided by the IAL Parties' counsel of record in
the Action), a cash settlement payment to the IAL Parties in the sum of Three
Hundred Thousand Dollars (U.S. $300,000.00).
(b) Notwithstanding the generality of the foregoing paragraph 2(a), any
obligation of Xxxxxxxx to pay or contribute to the payment of the $300,000 cash
payment referenced above shall be limited to the proceeds of any policy of
insurance providing coverage or potential coverage to Xxxxxxxx under any of the
IAL Parties' claims.
3. Med's Issue And Delivery Of Common Stock To Doornmalen, And Registration
Of Such Stock
(a) In addition to the cash payment(s) described in paragraph no. 2
hereinabove, Med shall, on or before April 15, 2002, file a listing application
with the American Stock Exchange ("AMEX") that pertains to 700,000 shares of
Med's unregistered common stock
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SETTLEMENT AND RELEASE AGREEMENT
(the "Shares"). Within five (5) business days after such application is approved
by AMEX, Med shall issue and deliver to Doornmalen a stock certificate whereby
Doornmalen shall immediately become and be recognized as the record owner of the
Shares.
(b) In addition, Med shall, at its sole cost and expense, register the
Shares (such that they may freely be sold, traded, hypothecated, or otherwise
disposed of by Doornmalen [collectively, "Doornmalen's Rights to Dispose of
Shares"]) by filing with the Securities and Exchange Commission ("SEC") within
30 days of the Effective Date of this Agreement (as defined below) a
registration statement on Form S-1 under the Securities Act of 1933, as amended
(the "Act"), which Med shall use all reasonable efforts to cause to be declared
effective within 60 days of the Effective Date of this Agreement. Med shall also
take all such actions under state securities or "blue sky" laws, and the rules
and regulations of AMEX, reasonably necessary for the sale of the Shares by
Doornmalen.
(c) If, for any reason, the Form S-1 referenced in the preceding paragraph
does not result in the registration of the Shares and the effectuation of
Doornmalen's Rights to Dispose of Shares pursuant to such registration, Med
shall, at its sole cost and expense, promptly undertake all other reasonable
efforts permitted or authorized by law (including, among other things, a
registration of the Shares under Form S-3 of the Act) to register the Shares or
otherwise effectuate Doornmalen's Rights to Dispose of Shares.
(d) Upon (i) the registration of the Shares, (ii) the effectuation of
Doornmalen's Rights to Dispose of Shares, or (iii) the occurrence of any other
event that would enable Doornmalen to dispose of the Shares, Doornmalen shall be
permitted to freely sell, trade, hypothecate, or otherwise dispose of the
Shares, subject to the sole restriction by Med that she may dispose of no more
than 20,000 Shares per day.
(e) Med shall (i) prepare and file with the SEC such amendments and
supplements to the registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective for
the period described in this paragraph 3(e) and to comply with the provisions of
the Act with respect to the sale or other
5.
SETTLEMENT AND RELEASE AGREEMENT
disposition of the Shares whenever Doornmalen shall desire to sell or otherwise
dispose of the same (including prospect supplements with respect to the sales of
securities from time to time in connection with a registration statement
pursuant to Rule 415 under the Act), and (ii) take all lawful action such that
each of the registration statement and the prospectus used in connection
therewith, including and amendment or supplement thereto, do not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. Med shall take all
necessary actions to keep the registration statement covering the Shares,
including any prospectus contained therein, continuously effective until the
earlier of (x) the Shares having all been disposed of by Doornmalen or (y) two
years from the date of the issuance of the Shares to Doornmalen.
(f) Med shall keep Doornmalen advised, through her counsel of record in the
Action, of its efforts to register the Shares or otherwise effectuate
Doornmalen's Rights to Dispose of Shares. In particular, Med shall provide
Doornmalen's counsel of record with copies of all public filings, applications,
or other submissions made to or with the SEC, any stock exchange, or any other
state securities regulatory agency or entity, pertaining to the Shares within
three (3) business days after any such filing application, or submission, and
shall provide reports of the status of all efforts to register the Shares or to
otherwise effectuate Doornmalen's Rights to Dispose of Shares every 30 days,
until such time as the Shares are registered or Doornmalen's Rights to Dispose
of Shares are fully effectuated. In addition, Med shall notify Doornmalen within
two (2) business days after the registration has been declared effective by the
SEC.
(g) In the event that a dispute arises between or among the Parties Hereto
with respect to Med's efforts to register the Shares or to otherwise effectuate
Doornmalen's Rights to Dispose of Shares, and in the course of such dispute
Doornmalen seeks rescission of this Agreement, Doornmalen shall, as required by
law, return the consideration paid to here and IAL under this Agreement (i.e.,
the $300,000 cash payment and Shares). Moreover, in the
6.
SETTLEMENT AND RELEASE AGREEMENT
event that Doornmalen seeks rescission of this Agreement, the Parties Hereto
shall be permitted to reassert the claims in the Operative Complaint and the
counterclaims in the Counterclaims that remained after the Summary Judgment
Order and had been asserted as of the Effective Date of this Agreement (as
defined below), without waiver of the right to asserts such claims or
counterclaims due to the expiration of any applicable status of limitations.
(h) Pending the effectiveness of the releases described below, the Parties
Hereto agree not to assert any claims related to the Operative Complaint or the
Counterclaims except in the District Court.
4. Mutual Termination Of Agency Agreement
The Parties Hereto hereby acknowledge and agree that, as of the Effective
Date of this Agreement (as defined below), the Agency Agreement is and shall be
terminated (to the extent that it has not already terminated) and none of the
Parties Hereto (or their respective Related Persons as defined below) shall have
any rights, duties, obligations, or liabilities with respect to the Agency
Agreement.
5. Mutual Limited Releases
(a) The IAL Parties' Release of the Med Parties. For good and valuable
consideration, the IAL Parties, for themselves and for each of their past,
present and future principals, agents, representatives, partners, officers,
directors, affiliates, subsidiaries, parent and affiliated corporations,
beneficiaries, successors, grantees, transferees, and assigns (collectively, the
"IAL Related Persons"), hereby fully and irrevocably release, acquit, and
discharge the Med Parties, and each of the Med Parties' principals, agents,
representatives, partners, officers, directors, affiliates, subsidiaries, parent
and affiliated corporations, beneficiaries, successors, grantees, transferees,
and assigns (collectively, the "Med Related Persons"), of and from any and all
liabilities, claims, causes of action, counts, cross-claims, counterclaims,
rights, duties, requests, suits, damages, costs (including costs of suit and
attorneys' fees and expenses), or demands of whatever nature, character, type,
or description,
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SETTLEMENT AND RELEASE AGREEMENT
whether known or unknown, existing or potential, matured or unmatured,
liquidated or unliquidated, direct or consequential, suspected or unsuspected,
or foreseen or unforeseen (collectively, the "Claims"), which the IAL Parties or
the IAL Related Persons, and each of them, have or assert, or may hereafter have
or assert, against the Med Parties or the Med Related Persons, by reason of any
act or omission on the part of any of the Med Parties or on the part of any of
the Med Related Persons, occurring at any time on or before the Effective Date
of the Agreement (as defined below), which Claims are based upon, arise out of,
relate to, or are the subject of, the Agency Agreement, the Operative Complaint,
the Answers, the Counterclaims, the Reply, the PTC Order, the Action, or the
subject matters of the Action.
(b) The Med Parties' Release Of The IAL Parties. For good and valuable
consideration, the Med Parties, for themselves and for each of the Med Related
Persons, hereby fully and irrevocably release, acquit, and discharge the IAL
Parties, and each of the IAL Related Persons, of and from any and all Claims
that the Med Parties, or the Med Related Persons, and each of them, have or
assert, or may hereafter have or assert, against the IAL Parties or the IAL
Related Persons, by reason of any act or omission on the part of any of the IAL
Parties or on the part of any of the IAL Related Persons, occurring at any time
on or before the Effective Date of the Agreement (as defined below), which
Claims are based upon, arise out of, relate to, or are the subject of, the
Agency Agreement, the Operative Complaint, the Answers, the Counterclaims, the
Reply, the PTC Order, the Action, or the subject matters of the Action.
(c) The releases set forth hereinabove are not intended to, and shall not,
extend to or otherwise release or discharge any rights, privileges, benefits,
duties, or obligations of the Parties Hereto existing by reason of, or otherwise
arising from, (i) this Agreement or (ii) the separate shares in Med that
Doornmalen received in connection with the merger between Med and Illumea, which
such merger closed on or about May 5, 2000.
8.
SETTLEMENT AND RELEASE AGREEMENT
(d) The releases set forth hereinabove are not intended to be, and shall
not be construed as, general releases of all liability extending beyond the
scope of the matters specifically released herein.
(e) Notwithstanding the fact that the foregoing releases are limited, and
not general, releases, as for those Claims that are herein released, the Parties
Hereto each acknowledge, warrant, and represent that they have been advised by
their respective attorneys concerning, and that they are familiar with, section
1542 of the California Civil Code, which 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
In this connection, the Parties Hereto acknowledge that they each may have
sustained damages, losses, costs, or expenses that presently are unknown and
unsuspected, and that such damages, losses, costs, or expenses as may have been
sustained may give rise to additional damages, losses, costs, or expenses in the
future with respect to the Claims being released herein. The Parties Hereto
further acknowledge that they have negotiated this Agreement taking into account
such presently unsuspected and unknown damages, losses, costs and expenses, and
that with respect to the Claims herein released the Parties Hereto expressly
waive any and all rights that they may have under section 1542 of the California
Civil Code or under any other state or federal statute, rule or common law
principle, in law or in equity, of similar effect.
9.
SETTLEMENT AND RELEASE AGREEMENT
(f) The Parties Hereto acknowledge that they may hereafter discover facts
different from, or in addition to, those which they now believe to be true with
respect to any and all of the Claims herein released. Nevertheless, the Parties
Hereto hereby agree that the releases set forth hereinabove shall be and remain
effective in all respects, notwithstanding the discovery of such different or
additional facts.
(g) To the extent that the releases set forth hereinabove run to the favor
of any IAL Related Persons and/or Med Related Persons who are not signatories
hereto, this Agreement is hereby declared to be made in and for their respective
benefits and uses.
(h) Each of the Parties Hereto warrants and represents that none of the
Claims herein released has been assigned, in whole or in part, to any person or
entity.
(i) The releases set forth hereinabove shall be effective as of the
Effective Date of this Agreement (as defined below).
6. Dismissal With Prejudice
Within ten (10) business days of the registration of all of the Shares or
the occurrence of any other event whereby Doornmalen may fully exercise
Doornmalen's Rights to Dispose of Shares (subject to the restriction set forth
in paragraph no. 3(d) above), the Parties shall enter into, and file with the
District Court, a stipulation that shall provide for the dismissal of the
Action, including the Operative Complaint and Counterclaims, in its entirety
with prejudice ("Dismissal With Prejudice").
7. Transfer Of Intellectual Patent Rights To Med
At the sole cost and expense of Med, the IAL Parties shall undertake all
reasonable efforts to assist and cooperate in the transfer of any intellectual
property rights they may have obtained to the trade names associated with the
Fiberpix product, including, but not limited to, the rights described in Trial
Exhibit No. 19.
8. Return By IAL Of Fiberpix Equipment To MED
The Fiberpix equipment now in the possession of the IAL Parties' counsel of
record in the Action shall be returned to, and retrieved by, Med within five (5)
days of the Effective
10.
SETTLEMENT AND RELEASE AGREEMENT
Date of this Agreement (as defined below). In addition, to the extent not
previously provided, the IAL Parties shall provide to Med's counsel of record in
the Action contact information that the IAL Parties have regarding the last
known holders of Fiberpix systems delivered by the IAL parties.
9. Additional Provisions
(a) No Admission of Liability. The Parties Hereto acknowledge and agree
that the execution and delivery of this Agreement by the Parties Hereto is not
intended to be, and shall not constitute, an admission of any liability or
wrongdoing on the part of any of the Parties Hereto with respect to any of the
matters being released herein.
(b) Agreement Voluntarily Entered Into By Each Of The Parties Hereto. This
Agreement is executed voluntarily by each of the Parties Hereto without any
duress or undue influence on the part, or in behalf, or any of them. The Parties
Hereto represent and warrant to each other that they have read and fully
understand the provisions of this Agreement and have relied on the advice and
representation of legal counsel of their own choosing in entering into this
Agreement.
(c) Reliance Upon Representations. Each of the Parties Hereto acknowledges
that, but for the provision of each of the warranties, representations, and
acknowledgements set forth hereinabove, the other Parties Hereto would not enter
into this Agreement.
(d) Entire And Integrated Agreement. This Agreement is intended by the
Parties Hereto as final expression of their agreement and is intended to be a
complete and exclusive statement of the agreement and understanding of the
Parties Hereto with respect to the subject matter contained herein. This
Agreement supersedes all previous communications, representations, warranties,
and agreements, written or oral, made during the course of the negotiations
relating to this Agreement. Any modification to this Agreement shall be in
writing and executed by each of the Parties Hereto.
(e) Successors And Assigns. This Agreement shall be binding upon or shall
inure to the benefit of the Parties Hereto and their Related Persons.
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SETTLEMENT AND RELEASE AGREEMENT
(f) No Third Party Beneficiaries. Except as expressly provided herein,
nothing in this Agreement is intended or shall be construed to give any person
or entity, other than the Parties Hereto and their Related Persons, any legal or
equitable right, remedy, or claim under or with respect to this Agreement or any
provisions contained herein.
(g) Interpretation. Each of the Parties Hereto has cooperated in the
drafting and preparation of this Agreement, and has been advised by her, his, or
its attorneys regarding the terms, effects, and consequences of this Agreement.
Accordingly, in any construction to be made of this Agreement, this Agreement
shall not be construed as having been drafted solely by any one or more of the
Parties Hereto.
(h) Jurisdiction. Any disputed regarding this Agreement and any action to
interpret or enforce this Agreement shall be in the District Court, which shall
retain jurisdiction over the Action so as to adjudicate any such disputes.
(i) Governing Law And Venue. This Agreement is entered into, and shall be
governed, construed, and interpreted, in accordance with the substantive and
procedural laws and rules of the State of California, regardless of that State's
rules and law of conflict of laws. In addition, any action brought to interpret
or enforce the provisions of this Agreement shall be commenced, prosecuted, and
defended exclusively in the District Court.
(j) Severability. If any portion of this Agreement is declared by the
District Court (or a reviewing court of appeal) to be invalid or unenforceable,
such portion shall be deemed severed from this Agreement, and the remaining
parts shall remain in full force and effect as if the invalid or unenforceable
provision had not been a part of this Agreement.
(k) Attorney's Fees, Costs, And Expenses. Each of the Parties Hereto shall
bear her, his, or its own attorney's fees, costs, and expenses in connection
with the matters set forth in the Agreement, including, but not limited to, the
Action and the negotiation and preparation of this Agreement. If, however, there
is any dispute over the interpretation of, enforceability of, or breach of the
obligations of any of the Parties Hereto under, this
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SETTLEMENT AND RELEASE AGREEMENT
Agreement, the prevailing party or parties shall be entitled to recover her,
his, or its reasonable attorney's fees, expenses, and costs of suit.
(l) Headings. The headings of the Agreement are for convenience and ease of
reference only, and shall not be used to construe, interpret, expand, or limit
the terms of this Agreement.
(m) Recitals. The recitals set forth in this Agreement shall not be
admissible as evidence to prove the truth of the matters asserted herein in any
action or proceeding involving one or more of the Parties Hereto (other than an
action or proceeding brought to interpret or enforce the terms of this
Agreement); nor do the Parties Hereto intend such recitals to constitute any
admission of fact.
(n) Authorization. Each of the Parties Hereto represents and warrants that
(i) she, he, or it is fully authorized to enter into this Agreement, (ii) she,
he, or it has read and fully understands each of the provisions of this
Agreement, (iii) she, he, or it has relied on the advice and representation of
legal counsel of her, his, or its own choosing with respect to the matters set
forth herein, (iv) she, he, or it has signed this Agreement voluntarily without
any duress or undue influence on the part, on in behalf, of any party, and (v)
the terms of this Agreement are contractual and not merely recitals.
(o) Additional Necessary Documents. The Parties Hereto, and each of them,
agree to do all things, including, but not limited to, the execution of
additional documents, as may be reasonably required of them in order to carry
out the purposes and intent of this Agreement or to evidence anything contained
therein.
(p) Effective Date Of This Agreement. This Agreement shall be effective
upon its execution by all the Parties Hereto and the "Effective Date of this
Agreement," as referred to hereinabove, shall be the date of the last signature
placed hereon, excluding the signatures of counsel.
(q) Execution In Counterparts. This Agreement, consisting of 15 pages
(including the signature pages, but excluding Exhibit "A" attached hereto), may
be signed by the Parties.
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SETTLEMENT AND RELEASE AGREEMENT
Hereto and their respective counsel in counterparts, and the signature pages may
be combined to create a document binding on all of the Parties Hereto and
together shall constitute one and the same instrument. Although the Parties
Hereto shall exchange original signature pages with respect to each document
required under this Agreement to be executed, the Agreement shall, as otherwise
provided herein, be enforceable and effective upon the initial exchange by
facsimile transmission of such signature pages.
IN WITNESS WHEREOF, the Parties Hereto have executed this Agreement on the
dates set forth opposite their respective signature below.
DATED: April 2, 2002 NATHALIE J.V.D. DOORNMALEN
/s/ Nathalie J.V.D. Doornmalen
--------------------------------------
DATED: April 2, 2002 ILLUMEA (ASIA), LTD., a Hong Kong
limited liability company
By: /s/ Nathalie J.V.D. Doornmalen
-----------------------------
Its: PRESIDENT
-------------------------
DATED: April __, 2002 MED DIVERSIFIED (formerly known as
x-XxxXxxx.xxx), a Nevada Corporation
By: _____________________________
Its:__________________________
DATED: April __, 2002 ILLUMEA CORPORATION, a Delaware
Corporation
By: _____________________________
Its:__________________________
DATED: April __, 2002 XXXXXX X. XXXXXXXX
---------------------------
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SETTLEMENT AND RELEASE AGREEMENT
Hereto and their respective counsel in counterparts, and the signature pages may
be combined to create a document binding on all of the Parties Hereto and
together shall constitute one and the same instrument. Although the Parties
Hereto shall exchange original signature pages with respect to each document
required under this Agreement to be executed, the Agreement shall, as otherwise
provided herein, be enforceable and effective upon the initial exchange by
facsimile transmission of such signature pages.
IN WITNESS WHEREOF, the Parties Hereto have executed this Agreement on the
dates set forth opposite their respective signatures below.
DATED: April __, 2002 NATHALIE J.V.D. DOORNMALEN
---------------------------------
DATED: April __, 2002 ILLUMEA (ASIA), LTD., a Hong Kong
limited liability company
By: _____________________________
Its: _________________________
DATED: April 3, 2002 MED DIVERSIFIED (formerly known as
x-XxxXxxx.xxx), a Nevada Corporation
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Its: Executive Vice President &
Secretary
--------------------------
DATED: April 3, 2002 ILLUMEA CORPORATION, a Delaware
Corporation
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Its: Executive Vice President &
Secretary
-------------------------
DATED: April __, 2002 XXXXXX X. XXXXXXXX
---------------------------
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SETTLEMENT AND RELEASE AGREEMENT
Hereto and their respective counsel in counterparts, and the signature pages may
be combined to create a document binding on all of the Parties Hereto and
together shall constitute one and the same instrument. Although the Parties
Hereto shall exchange original signature pages with respect to each document
required under this Agreement to be executed, the Agreement shall, as otherwise
provided herein, be enforceable and effective upon the initial exchange by
facsimile transmission of such signature pages.
IN WITNESS WHEREOF, the Parties Hereto have executed this Agreement on the
dates set forth opposite their respective signature below.
DATED: April __, 2002 NATHALIE J.V.D. DOORNMALEN
---------------------------------
DATED: April __, 2002 ILLUMEA (ASIA), LTD., a Hong Kong
limited liability company
By: _____________________________
Its: _________________________
DATED: April __, 2002 MED DIVERSIFIED (formerly known as
x-XxxXxxx.xxx), a Nevada Corporation
By: _____________________________
Its: _________________________
DATED: April __, 2002 ILLUMEA CORPORATION, a Delaware
Corporation
By: _____________________________
Its: _________________________
DATED: April 2, 2002 XXXXXX X. XXXXXXXX
/s/ Xxxxxx X. Xxxxxxxx
---------------------------------
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SETTLEMENT AND RELEASE AGREEMENT
APPROVED AS TO FORM:
DATED: April 2, 2002 XXXXXXXX & XXXXXXXX LLP
By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------------------------
Xxxxxxxx X. Xxxxxxx
Attorneys for Illumea (Asia), Ltd. and Nathalie
J.V.D. Doornmalen
DATED: April _, 2002 FRANDZEL ROBINS BLOOM & CSATO, L.C.
By:_____________________________________________
Xxxxxx X. Xxxxxx, III
Attorneys for Med Diversified and Illumea
Corporation
DATED: April _, 2002 MANATT, XXXXXX & XXXXXXXX, LLP
By:_____________________________________________
Xxxxxx X. Xxxxx
Attorneys for Med Diversified, Illumea
Corporation, and Xxxxxx Xxxxxxxx
15.
SETTLEMENT AND RELEASE AGREEMENT
APPROVED AS TO FORM:
DATED: April _, 2002 XXXXXXXX & XXXXXXXX LLP
By:_____________________________________________
Xxxxxxxx X. Xxxxxxx
Attorneys for Illumea (Asia), Ltd. and Nathalie
J.V.D. Doornmalen
DATED: April 2, 2002 FRANDZEL ROBINS BLOOM & CSATO, L.C.
By: /s/ Xxxxxx X. Xxxxxx, III
-------------------------------------------
Xxxxxx X. Xxxxxx, III
Attorneys for Med Diversified and Illumea
Corporation
DATED: April _, 2002 MANATT, XXXXXX & XXXXXXXX, LLP
By:_____________________________________________
Xxxxxx X. Xxxxx
Attorneys for Med Diversified, Illumea
Corporation, and Xxxxxx Xxxxxxxx
15.
SETTLEMENT AND RELEASE AGREEMENT
APPROVED AS TO FORM:
DATED: April _, 2002 XXXXXXXX & XXXXXXXX LLP
By:_____________________________________________
Xxxxxxxx X. Xxxxxxx
Attorneys for Illumea (Asia), Ltd. and Nathalie
J.V.D. Doornmalen
DATED: April _, 2002 FRANDZEL ROBINS BLOOM & CSATO, L.C.
By:_____________________________________________
Xxxxxx X. Xxxxxx, III
Attorneys for Med Diversified and Illumea
Corporation
DATED: April 2, 2002 MANATT, XXXXXX & XXXXXXXX, LLP
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------
Xxxxxx X. Xxxxx
Attorneys for Med Diversified, Illumea
Corporation, and Xxxxxx Xxxxxxxx
15.
SETTLEMENT AND RELEASE AGREEMENT
EXHIBIT A
