Exhibit 10.5.1
SEPARATION AGREEMENT
This Separation Agreement (the "Agreement") is made and
entered into by and between International Murex Technologies
Corporation, a corporation organized under the laws of British
Columbia (the "Company") and J. Xxxxx Xxxxxx ("Xx. Xxxxxx"). The
term "Company" shall also include the affiliated corporations and
subsidiaries, both direct and indirect (which are listed as
Exhibit A of this Agreement), successors and assigns of
International Murex Technologies Corporation. This Agreement is
made and entered into as of the date of execution hereof by Xx.
Xxxxxx as set forth on the signature page hereof.
RECITALS
A. Pursuant to an employment agreement effective as of
January 1, 1995, by and between the Company and Xx. Xxxxxx (the
"Employment Agreement"), the Company employed Xx. Xxxxxx and Xx.
Xxxxxx accepted employment with the Company to perform the duties
of President and Chief Executive Officer of the Company or such
other position as Xx. Xxxxxx and the Board of Directors of the
Company shall have agreed.
B. Xx. Xxxxxx hereby is resigning from all of his
positions with the Company and is releasing the Company from
certain obligations to Xx. Xxxxxx and the Company is agreeing to
indemnify Xx. Xxxxxx from certain obligations as more fully set
forth herein, and, accordingly, the Company and Xx. Xxxxxx wish
to set forth the terms and conditions governing the termination
of Xx. Xxxxxx'x employment with the Company.
NOW, THEREFORE, in consideration of the mutual agreements,
conditions and covenants herein set forth, the Company and Xx.
Xxxxxx agree as follows:
1. (a) Xx. Xxxxxx resigns from all positions as Director of
the Company and all subsidiaries of the Company and
from all committees of the Board of Directors and from
all Trustee and other fiduciary and management
positions over any employee benefit plans of the
Company. This resignation is effective on the date of
execution of this Agreement by the parties.
(b) Xx. Xxxxxx resigns as President, Chief Executive
Officer and employee of the Company. This resignation
is effective December 1, 1996.
2. Xx. Xxxxxx agrees to, simultaneously with the execution of
this Agreement, execute any documents and take whatever actions
are necessary to transfer any and all shares he currently holds
in any subsidiaries, both direct and indirect, of the Company, to
such person or persons as the Company directs.
3. By entering into this Agreement, Xx. Xxxxxx waives any claim
to reinstatement and/or future employment with the Company.
Except as explicitly provided for in this Agreement, any and all
rights, duties and obligations of the Company and Xx. Xxxxxx
pursuant to Xx. Xxxxxx'x Employment Agreement and all other
understandings and agreements between the Company and Xx. Xxxxxx
hereby are terminated.
4. Pursuant to the notice of termination provisions in his
Employment Agreement, the Company is paying and providing and
will continue to pay and provide Xx. Xxxxxx'x regular salary and
benefits through February 28, 1997. In full satisfaction of all
payments and other obligations due Xx. Xxxxxx from the Company,
including without limitation, all obligations (if any) for
salary, bonus, incentive compensation and employee benefits of
every kind and description, the Company shall also provide the
following:
(a) The Company shall pay Xx. Xxxxxx an aggregate amount
equal to Five Hundred Twelve Thousand Five Hundred
Dollars ($512,500), which amount shall be payable in
eight installments, each in the amount of $64,062.50.
Such installment payments shall be subject to the
deduction of such withholdings as are required under
federal and state law, and shall be made on the
following dates:
March 3, 1997
June 2, 1997
September 1, 1997
December 1, 1997
March 2, 1998
June 1, 1998
September 1, 1998
December 1, 1998
(b) In addition to the amount payable to Xx. Xxxxxx under
Paragraph 4(a) above, Xx. Xxxxxx shall be entitled to a
cash payment of $181,563 which represents Xx. Xxxxxx'x
1996 cash bonus. This cash payment will be made at
such time as other Company executives are paid 1996
cash bonuses. In addition, Xx. Xxxxxx will be issued
67,266 shares of common stock of the Company to be
released 75 percent (50,450 shares) on October 1, 1997
and 25 percent (16,816 shares) on June 1, 1998. In the
event Company executives determine that receipt of
these shares may be deferred, Xx. Xxxxxx may defer
receipt of the shares referenced in this Paragraph 4(b)
pursuant to the same terms and conditions as other
Company executives. No further incentive compensation
will be paid.
(c) For all of Xx. Xxxxxx'x outstanding vested stock
options listed below (the "Stock Options"), the Company
will extend the termination date of such Stock Options
until March 1, 1999.
Number of Option Shares Date of Grant Exercise Price
----------------------- ------------- --------------
200,000 3/4/96 $3.125
(1) Xx. Xxxxxx agrees to exercise these options no
sooner than the dates listed in and only in
accordance with the following schedule:
Number of Options Date on which the Options
----------------- -------------------------
are Exercisable
---------------
25,000 March 1, 1997
25,000 June 1, 1997
25,000 September 1, 1997
25,000 December 1, 1997
25,000 March 1, 1998
25,000 June 1, 1998
25,000 September 1, 1998
25,000 December 1, 1998
(2) Except as provided in Paragraph 16(e) herein, all
Stock Options which are not exercised prior to
March 1, 1999 will expire. All unvested Stock
Options as of January 27, 1997 shall be forfeited.
(3) In the event Mr. C. Xxxxxx Xxxxxx or Mr. F.
Xxxxxxx Xxxxxx exercise, within one calendar
quarter, currently held stock options in an amount
greater than the quarterly exercisable amount set
forth above in Paragraph 4(c)(1) above, the
Company will notify Xx. Xxxxxx in writing of this
fact within 10 business days of the exercise of
the stock options. Xx. Xxxxxx will then have the
right to immediately exercise Stock Options he
currently holds in an amount equal to the amount
exercised by Xx. Xxxxxx or Xx. Xxxxxx.
(4) Except as modified herein, Xx. Xxxxxx will have
all rights and benefits as other stock option
holders, as set forth in the 1993 Amended and
Restated Employee Equity Incentive Plan.
(d) Xx. Xxxxxx has elected to continue his group health
medical coverage under the Company's health benefits
continuation coverage option. The Company agrees to
pay (subject to reimbursement as outlined below) the
applicable premiums on Xx. Xxxxxx'x behalf for family
coverage through August 31, 1998 (unless Xx. Xxxxxx
becomes covered under another employer's group health
plan, in which case continued group coverage under the
Company's plans shall cease). Xx. Xxxxxx will
reimburse the Company for these Company-paid premiums
through quarterly deductions from his severance
payments, beginning with the first severance payment
due on March 3, 1997.
(e) Xx. Xxxxxx may retain the following Company equipment
currently in his possession: the office furniture which
was located in his office in Atlanta, a facsimile
machine and cellular phones. All other Company
equipment in Xx. Xxxxxx'x possession, including,
without limitation, all Company-issued keys, documents,
credit cards, and records shall be returned to the
Company as of January 27, 1997.
(f) Xx. Xxxxxx may retain possession of the automobile
leased at the Company's expense for Xx. Xxxxxx'x
personal and business use until July 31, 1997. The
Company will maintain the present insurance policy on
the vehicle throughout this period. The Company will
pay any ad valorem tax liability. Xx. Xxxxxx is
responsible for all fuel and maintenance costs for the
vehicle. The vehicle shall be returned to the Company
in good working condition, normal wear and tear
excepted, no later than July 31, 1997.
(g) In lieu of outplacement services, secretarial and
clerical assistance, reimbursement for the costs of
financial, tax and estate planning, the Company shall
pay Xx. Xxxxxx $25,000 on or before February 3, 1997 to
cover the cost of all such services and incidental
expenses.
(h) The Company shall pay Xx. Xxxxxx'x legal expenses up to
the amount of $20,000. Such amount will be payable to
Xxxxxx, Xxxxxxxxxx & Xxxxxx, P.C. no later than
February 3, 1997. Payment of these fees and expenses
is contingent upon the full execution of this Agreement
and receipt by the Company of a statement for services
detailing hours worked, hourly rates charged and
expenses incurred.
(i) The indemnity agreement by and between the Company and
Xx. Xxxxxx, dated as of the 30th day of June, 1993,
shall not be terminated by this Agreement, and
accordingly, Xx. Xxxxxx shall continue to receive
indemnity coverage in accordance with the terms of such
agreement. Additionally, so long as the Company
maintains Directors and Officers liability insurance
coverage, Xx. Xxxxxx is eligible for coverage and will
continue to be covered for all acts or omissions to act
while he was an officer and director of the Company.
(j) The press release attached as Exhibit B to this
Agreement will be issued within one business day after
January 27, 1997.
(k) In the event Mr. C. Xxxxxx Xxxxxx and Mr. Xxxxxxx
Xxxxxx cease to be employed by the Company for any
reason or there is a Change in Control as defined in
their respective Employment Agreements, the severance
payments listed above in 4(a) and the bonus payments
listed in 4(b) will become due and payable and the
options listed in 4(c) will become immediately
exercisable with the effective date of Xx. Xxxxxx'x and
Xx. Xxxxxx'x cessation of employment.
(l) The Company acknowledges and agrees that Xx. Xxxxxx is
entitled to payment of all amounts under this Paragraph
4 and to receive all benefits under this Agreement,
notwithstanding any future employment which may be
obtained by Xx. Xxxxxx, so long as such employment is
not in violation of this Agreement and/or Section 6
(Confidential Information); Section 7.01 (Non-
Competition); Section 7.02 (Agreement Not to Solicit
Customers) and Section 7.03 (Agreement Not to Solicit
Employees) of his Employment Agreement as determined
under Paragraph 16 of this Agreement.
(m) If Xx. Xxxxxx dies prior to the payment of all amounts
due and owing to him under the terms of this Agreement,
such amounts shall be paid to such beneficiary or
beneficiaries as Xx. Xxxxxx may have last designated in
writing filed with the Chief Financial Officer of the
Company or as provided under applicable benefit plans
or programs or if Xx. Xxxxxx has made no beneficiary
designation to Xx. Xxxxxx'x estate. Such designated
beneficiary or the executor of his estate, as the case
may be, may exercise all of Xx. Xxxxxx'x rights
hereunder. If any beneficiary designated by Xx. Xxxxxx
shall predecease Xx. Xxxxxx, the designation of such
beneficiary shall be deemed revoked, and any amounts
which would have been payable to such beneficiary shall
be paid to Xx. Xxxxxx'x estate. If any designated
beneficiary survives Xx. Xxxxxx but dies before payment
of all amounts due hereunder, such payments shall,
unless Xx. Xxxxxx has designated otherwise, be made to
such beneficiary's estate.
5. [This paragraph is intentionally omitted due to confidential
nature.]
6. (a) As further consideration for the Severance Compensation
provided in Paragraph 4 of this Agreement, to which Xx.
Xxxxxx is otherwise not entitled (and he expressly
acknowledges the same) Xx. Xxxxxx agrees to, and hereby
does unconditionally release, discharge and hold
harmless the Company from each and every action, claim,
right, liability, or demand of any kind or nature that
he had, has now or might hereafter claim to have
against the Company, known or unknown, in connection
with his employment relationship, the termination of
his employment relationship, and the surrounding
circumstances thereof that are based on facts in
existence on or before the effective date of this
Agreement (collectively referred to as "Released
Claims"). Specifically included in Xx. Xxxxxx'x
release, discharge and hold harmless are all employment
claims and other claims including but not limited to,
those arising under the Fair Labor Standards Act, the
Employee Retirement Income Security Act, the Civil
Rights Act of 1866 and 1964, the Rehabilitation Act,
the Equal Pay Act, the Vietnam Era Veteran's
Readjustment Assistance Act, the Occupational Safety
and Health Act, the Immigration Reform and Control Act,
the Americans With Disabilities Act, the Employee
Polygraph Protection Act, the Age Discrimination in
Employment Act, the Older Worker's Benefits Protection
Act (which Acts and laws prohibit discrimination based
upon race, sex, color, national origin, religion, age,
disability, citizenship status, and veteran status,
among others) and any other federal, state or local
laws, regulations, ordinances, or common law theories
of recovery.
(b) Without limitation of the foregoing, and for purposes
of this waiver and release, the term "Company" as used
in this section shall specifically include each of the
entities and individuals set forth on Exhibit A
attached hereto.
7. The Company agrees to indemnify, defend and hold Xx. Xxxxxx
harmless against any and all claims, actions or causes of action,
assessments, investigations, arbitrations, proceedings of an
administrative nature, suits, awards, judgments, decrees,
settlements, court costs at both trial and appellate levels,
losses, damages, liabilities, costs and expenses of any nature
whatsoever, including, without limitation, fines, interest,
taxes, penalties, and actual attorneys fees and expenses,
asserted against, resulting to, imposed upon or incurred by Xx.
Xxxxxx, directly or indirectly, by reason of or resulting from
actions taken by Xx. Xxxxxx on behalf of the Company within the
scope of his employment or in furtherance of his duties as an
officer or director of the Company. This agreement includes any
and all such claims which may be brought by the Company and/or
any person or entity listed on Exhibit A of this agreement.
8. Xx. Xxxxxx and the Company hereby expressly acknowledge that
they or their attorneys may hereafter discover Claims presently
unknown or unsuspected or facts different from or in addition to
those which they now know or believe to be true with respect to
the subject matter of this Agreement, or any part thereof, and
Xx. Xxxxxx and the Company agree that this Agreement and the
releases herein given shall be and remain in full force and
effect in all respects, notwithstanding the discovery or
existence of such different or additional facts and/or Claims.
9. Xx. Xxxxxx represents and warrants that (i) he has not filed
any complaints, charges or lawsuits against the Company or the
Company's Affiliates, as listed on Exhibit A of this Agreement,
and (ii) he is the sole and lawful owner of all rights, title and
interest in and to the Released Claims herein, and has not
heretofore assigned or transferred or purported to assign or
transfer to any other person any rights or interests in or to any
such Released Claims or any part or portion of any of such
Released Claims.
10. The Company and Xx. Xxxxxx acknowledge and agree that the
terms and provisions of this Agreement were made in confidence
and shall remain confidential, except for any disclosures which
may be required by applicable law, rule, regulation or generally
accepted accounting practice, including any rules of applicable
stock exchanges and other self-regulatory organizations
(collectively, "Laws"), and except as otherwise required to
comply with the provisions of this Agreement, and that they each
shall not disclose or cause or allow to be disclosed, privately
or publicly, any of the terms or provisions of this Agreement to
any person or entity, except to their respective counsel,
financial advisors, or agents. Furthermore, Xx. Xxxxxx may
disclose the terms and provisions of this Agreement to his
spouse. No prior notice shall be required in connection with any
party's disclosure in connection with its required compliance
with applicable Laws. In addition, notwithstanding the
foregoing, any party shall be permitted to submit this Agreement
as evidence in any proceeding, including, without limitation, in
connection with any dispute between the parties.
11. Xx. Xxxxxx agrees to refrain from making, and the Company
agrees to instruct its officers, directors, employees and agents
to refrain from making, any negative, detracting or unfavorable
statements concerning each other, and their respective businesses
or business endeavors. Xx. Xxxxxx agrees and promises not to
undertake any harassing or disparaging conduct directed at the
Company. The Company agrees to instruct its officers, directors,
employees and agents not to undertake any harassing or
disparaging conduct directed at Xx. Xxxxxx.
12. Xx. Xxxxxx agrees and acknowledges that, upon the execution
and performance of this Agreement, the Company has no further
obligation with respect to Xx. Xxxxxx other than as explicitly
provided in this Agreement.
13. The provisions of the Employment Agreement set forth under
the following headings thereof are not terminated, but shall
continue to apply to Xx. Xxxxxx in accordance with the terms of
such provisions: Section 6 (Confidential Information); Section
7.01 (Non-Competition); Section 7.02 (Agreement Not to Solicit
Customers) and Section 7.03 (Agreement Not to Solicit Employees).
Each of such provisions is hereby incorporated herein by
reference and shall be deemed to be included within this
Agreement.
For purposes of Employee's Non-Competition obligations only,
the following list represents those companies and/or individuals
in which the Company believes it engages in direct competition:
Digene Corporation
Visible Genetics, Inc.
GenProbe
National Genetics Institute
Chiron Corporation
Xx. Xxxx Xxxxxxxx
Xxxxxxx & Xxxxxxx Diagnostics
Innogenetics, N.V.
Roche
BioStar, Inc.
Xxxxxx Laboratories
Organon
Third Wave Technologies
Biochem Immunosystems
Ortho Diagnostics
Institute Pasteur
Genelabs
U.B.I.
Sorin
14. Xx. Xxxxxx understands that his breach of Paragraph 13 of
this Agreement will cause the Company irreparable harm which will
not be adequately compensated by money damages. Accordingly, in
the event of a breach or threatened breach of Paragraph 13 of
this Agreement by Xx. Xxxxxx or others acting with Xx. Xxxxxx or
at his direction, Xx. Xxxxxx agrees that the Company will be
entitled immediately to seek and obtain a temporary restraining
order and preliminary and permanent injunction against such acts
of breach, in addition to all other remedies available to the
Company.
15. (a) In any action or arbitration brought by the Company to
enforce any provision of this Agreement or any
provision of the Employment Agreement which survives by
virtue of Paragraph 13 of this Agreement: (i) the
Company shall be entitled to recover from Xx. Xxxxxx
its reasonable attorneys fees, costs and expenses
incurred, including those incurred in any appeal, in
asserting any claim as to which it is finally
adjudicated that the Company is entitled to substantive
relief; and (ii) Xx. Xxxxxx shall be entitled to
recover from the Company his reasonable attorneys'
fees, costs and expenses incurred, including those
incurred in any appeal, in defending or otherwise
resisting any claim asserted by the Company as to which
the Company is finally adjudicated not to be entitled
to substantive relief.
(b) In any action or arbitration brought by Xx. Xxxxxx to
enforce any provision of this Agreement: (i) Xx. Xxxxxx
shall be entitled to recover from the Company his
reasonable attorneys' fees, costs and expenses
incurred, including those incurred in any appeal, in
asserting any claim as to which he is finally
adjudicated to be entitled to substantive relief; and
(ii) the Company shall be entitled to recover from Xx.
Xxxxxx its reasonable attorneys' fees, costs and
expenses incurred, including those incurred in any
appeal, in defending or otherwise resisting any claim
asserted by Xx. Xxxxxx as to which Xx. Xxxxxx is
finally adjudicated not to be entitled to substantive
relief.
16. Xx. Xxxxxx shall receive all payments and benefits to which
he is entitled pursuant to this Separation Agreement and any
other Agreement between the parties which survives this Agreement
(including specifically any Stock Options and all rights as a
shareholder) ("Payments and Benefits") until any Payments and
Benefits are suspended or terminated pursuant to the provisions
of this Section 16.
(a) Before taking any action to suspend or terminate any
payments or other benefits due to Xx. Xxxxxx, the
Company shall give Xx. Xxxxxx written notice of any
alleged material breach by Xx. Xxxxxx of this
Separation Agreement or any provision of the Employment
Agreement which survives by virtue of Paragraph 13 of
this Agreement ("Material Breach"). Xx. Xxxxxx shall
have three business days after actual receipt of such
notice (not counting the day of receipt) in which to
cure any Material Breach and, upon so doing, shall be
entitled to continue to receive all Payments and
Benefits.
(b) If the Company reasonably believes that Xx. Xxxxxx
continues to be in Material Breach after the expiration
of the period provided for in 16(a) above, it may
submit to binding arbitration before the American
Arbitration Association ("AAA") the issue of whether
Xx. Xxxxxx continues in Material Breach. The
controversy shall be settled by arbitration
administered by AAA under its Employment Dispute
Resolution Rules or such other rules as may be
designated by AAA as applicable. Judgment on the award
rendered by the Arbitrator(s) may be entered in any
court having jurisdiction thereof.
(c) During the pendency of an arbitration concerning an
alleged Material Breach as set forth above, the Company
shall pay all amounts due to Xx. Xxxxxx into escrow
pursuant to an escrow agreement in the form attached
hereto as Exhibit "C" as such may have been modified or
amended (the "Escrow Agreement") and may suspend any
benefits due to Xx. Xxxxxx in accordance with Sections
4(a),(b),(c),(k) and (m) of this Agreement, including
any future extension of the termination date of Stock
Options. The Company's acting in accordance with this
Section 16(c) shall not limit Xx. Xxxxxx'x obligations
under this Agreement.
(d) Any amounts paid into escrow by the Company pursuant to
Section 16(c) above shall be administered and disbursed
in accordance with the Escrow Agreement.
(e) Xx. Xxxxxx and the Company agree to be bound by the
decision of the Arbitrator on the issue of whether
there has been a Material Breach. If the Arbitrator
finds that there has been a Material Breach by Xx.
Xxxxxx, the Company shall be entitled to return of the
payments it made pursuant to the Escrow Agreement. If
the Arbitrator finds that there has not been a Material
Breach by Xx. Xxxxxx, Xx. Xxxxxx shall be entitled to
receive the funds paid pursuant to the Escrow Agreement
and any future funds which he is entitled to receive
pursuant to this Agreement. Additionally, if the
Arbitrator finds there has not been a Material Breach
by Xx. Xxxxxx, all Stock Options which would have
previously been exercisable by Xx. Xxxxxx in the
absence of Material Breach shall become immediately
exercisable. Notwithstanding any option expiration or
termination date otherwise established, the Company
shall extend the termination date of Xx. Xxxxxx'x
remaining, unexercised Stock Options for a period of
time which equals the period of time from suspension of
the exercise date of Stock Options to the date of the
Arbitrator(s) decision in favor of Xx. Xxxxxx, so long
as such date does not extend past March 4, 2001.
17. Xx. Xxxxxx shall return all confidential business
information no later than January 27, 1997. Such information
includes, but is not limited to, business plans, business
reports, business forecasts, printouts, photographs, manuals, and
any other record, document or information relating to the Company
and its business. Further, Xx. Xxxxxx agrees not to take,
procure, photocopy, or copy any property of the Company unless
specifically approved by the Company's Chairman or Vice-Chairman
or specifically addressed in this Agreement.
18. Any and all notices or other communications which either
party shall be required or may elect to provide the other party
pursuant to this Agreement shall be in writing unless otherwise
agreed. Any notice or communication hereunder shall be
personally delivered or sent by certified, registered or express
mail, postage prepaid, return receipt requested, to the other
party at the applicable address set forth below.
If to the Company: International Murex Technologies
Corporation
000 Xxxxxxxx Xxxx Xxxx
Xxxx 00-00
Xxxxxx, Xxxxxxx X0X 0X0
Attention: Chairman of the Board
If to Xx. Xxxxxx: Mr. J. Xxxxx Xxxxxx
0000 Xxxxxxxx Xx.
Xxxxxxx, XX 00000
Any party may change the address to which notices are to be
addressed by giving the other party notice in the manner
provided in this Paragraph 18.
19. This Agreement shall be binding upon, and inure to the
benefit of, the parties hereto and, as applicable, their
respective heirs, executors, administrators, representatives,
successors and assigns.
20. No breach of any provision hereof can be waived unless in
writing. Waiver of any one breach shall not be deemed to be a
waiver of any other breach of the same or any other provision
hereof. This Agreement may be amended only by a written
agreement executed by the parties hereto. Both parties agree
that time is of the essence in this Agreement.
21. Each party is fully aware of the contents of this Agreement
and of its legal effect and has obtained such legal advice as he
or it deems appropriate. The Company hereby urges Xx. Xxxxxx to
enter into this Agreement only after having obtained advice of
legal counsel. Xx. Xxxxxx acknowledges that he has been given
twenty-one (21) days to consider this Agreement which he agrees
is sufficient time and opportunity to review this Agreement and
that he has been given sufficient time and opportunity, and
indeed has been encouraged by the Company, to consult with his
own attorney regarding his rights under this Agreement, and has
obtained such legal advice as he deemed appropriate. Further,
this Agreement may be revoked by Xx. Xxxxxx within the seven (7)
day period following his execution of this Agreement by giving
written notice of such revocation to the Company. If this
Agreement is not revoked within seven (7) days of its execution
by Xx. Xxxxxx, it then immediately becomes effective and
enforceable. That date which is seven (7) days after the
execution of this Agreement by the Xx. Xxxxxx shall be referred
to herein as the "effective date" except as to effective dates
which are otherwise specifically established in this Agreement.
22. Other than as expressly set forth herein, this Agreement
constitutes the entire understanding by and between the parties
with respect to the subject matter hereof and shall supersede any
prior agreements and understandings among the parties with
respect to such subject matter.
23. No promise or inducement has been made or offered, except as
herein set forth, and this Agreement is executed without reliance
upon any statement or representation by any of the released
parties or their representatives concerning the nature or extent
of injuries or damages or legal liability therefor.
24. The warranties and representations of this Agreement are
deemed to survive the date of execution hereof.
25. In the event any provision of this Agreement is held to be
void, voidable or unenforceable in any respect, such provision
shall be considered deleted herefrom and the remaining provisions
shall remain in full force and effect. In furtherance and not in
limitation of the foregoing, should the duration or geographical
extent of, or business activities covered by that which is valid
or enforceable under applicable law, then such provision shall be
construed to cover only that duration or extent or those
activities which may be validly and enforceably covered. Xx.
Xxxxxx and the Company acknowledge the uncertainty of the law in
this respect and each expressly stipulates that this Agreement be
given the construction which renders its provisions valid and
enforceable to the maximum extent (not exceeding its express
terms) possible under applicable law.
26. Nothing contained in this Agreement shall be construed or
treated as an admission of liability by either party hereto for
any purpose.
27. Consideration provided in support of this Agreement is not
and shall not be construed to be an admission of liability on the
part of the Company.
IN WITNESS WHEREOF, the undersigned have caused this
Agreement to be executed as of the date of its execution by Xx.
Xxxxxx, as set forth below.
"The Company"
INTERNATIONAL MUREX J. XXXXX XXXXXX
TECHNOLOGIES CORPORATION
/s/ C. Xxxxxx Xxxxxx /s/ J. Xxxxx Xxxxxx
------------------------- -----------------------
By:
Title:
Date: 1/20/1997 Date: January 20, 1997
-------------------- ------------------
Xxxxx Xxxxxxxxxx, counsel to Xx. Xxxxxx, has explained the facts
and legal significance of this Agreement to Xx. Xxxxxx, and by
his signature does witness the acceptance of the same by Xx.
Xxxxxx. Counsel further acknowledges that Paragraph 4 of this
Agreement requires the Company to pay up to $20,000 for Xx.
Xxxxxx'x attorney's fees, expenses, and costs, or other amounts
due him or his firm in any and all matters in connection with the
Released Claims against the Company arising out of his
representation of Xx. Xxxxxx. After full payment by the Company
of such fees and expenses, counsel on behalf of himself and his
firm does hereby waive and release the Company, including any and
all affiliated corporations, parent corporations, divisions,
subsidiaries, both direct and indirect, successors and assigns of
International Murex Technologies Corporation, from any and all
further claims for such fees.
/s/ Xxxxx Xxxxxxxxxx
-------------------------
Signature
Date: January 20, 1997
--------------------
EXHIBIT A
---------
Murex Argentina, S.A.
Murex Diagnostics Australia Pty. Limited
Murex Diagnostics Corporation
Murex Diagnostics International, Inc.
Murex Diagnostics Ltda. (limited liability partnership)
Murex Diagnostics, spol. sr.o.
Murex Diagnostics A/S
Murex Diagnostics S.A.
Murex Diagnostics GmbH
Murex Diagnostici S.p.A.
IMTC Holdings Corporation (L) Limited
IMTC Finance, B.V.
IMTC Holdings B.V.
Murex Diagnostics Benelux, B.V.
Murex Diagnostics Pvt.
Murex Diagnostics, S.A.
IMTC Holdings (UK) Limited
Murex Biotech Limited
Specialist Diagnostics Limited (liquidation)
IMTC Holdings, Inc.
Murex Diagnostics, Inc.
Murex Medical Research Corporation
Technology License Corporation
IMTC Technologies, Inc.
C. Xxxxxx Xxxxxx
F. Xxxxxxx X. Xxxxxx, Q.C.
Xxxxxx X. Xxxxx, M.D.
Xxxxxxx X. Xxxxxxx, M.D., Ph.D.
Xxx X. Xxxxxx, Esq.
Xxxxxxx X. Read, M.D., Ph.D.
Xxxxxx X. Xxxx
Austin X.X. Xxxxxx
J. Xxxxxx Xxxxx
Hartland X. XxxXxxxxxx
Xxxxxx X. Xxxxxx
Xxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxx, Xx.
Proteus BioResearch Corporation
Hygeia Diagnostics Corporation
QGB Investments Limited
Estate of Xxxxxx X. XxXxxxxxx, Xx.
Xxxxxx X. XxXxxxxxx, Xx.
University of Notre Dame
Citicorp
Citibank, N.A.
EXHIBIT B
J. XXXXX XXXXXX RESIGNS FROM INTERNATIONAL MUREX'S
BOARD OF DIRECTORS
XXXXXXX, XXXXXXX, January 24, 1997, International Murex
Technologies Corporation (Nasdaq: MURXF) today announced J. Xxxxx
Xxxxxx has resigned from the Company's Board of Directors. On
December 1, 1996, in order to pursue other opportunities, Xx.
Xxxxxx also resigned as Chief Executive Officer (CEO) and
President of the Company. As previously announced, the Company's
Vice Chairman, C. Xxxxxx Xxxxxx, has been appointed to Xx.
Xxxxxx'x former positions with the Company.
"We wish Xxxx Xxxxxx well in his future endeavors," stated
Xxxxxxx Xxxxxx, Chairman of International Murex Technologies
Corporation.
International Murex Technologies Corporation is a vertically
integrated, medical diagnostic products company that through its
subsidiaries is dedicated to the research, manufacture and
marketing of products for the detection, monitoring and screening
of infectious diseases and other medical conditions. The Company
manufactures and markets on a worldwide basis more than 600
products. Murex has marketing and distribution activities in
more than 100 countries, with direct local representatives in 35
leading markets.
###
This press release contains or refers to forward-looking
information including future revenues, products, and income and
is based upon current expectations that involve a number of
business risks and uncertainties. Among the factors that could
cause actual results to differ materially from any forward-
looking statement include, but are not limited to, technological
innovations of competitors, changes in health care regulations,
litigation claims, changes in foreign economic conditions or
currency translation, product acceptance, or changes in
government regulation of the Company's products, as well as other
factors discussed in the Company's Securities and Exchange
Commission filings.
