SEPARATION AGREEMENT AND GENERAL RELEASE
BY THIS AGREEMENT YOU GIVE UP CERTAIN LEGAL RIGHTS. PLEASE CONSULT
WITH AN ATTORNEY BEFORE YOU SIGN IT.
AGREEMENT made as of June 13, 2000 by and between Xxxxxx X. Xxxxxx ("Employee,"
"You" or "Your") and Palatin Technologies, Inc. (the "Company," "We" or "Our").
Reference is hereby made to that certain Employment Agreement (the "Employment
Agreement"), dated July 9, 1999 by and between you and Palatin Technologies,
Inc. The term "Company" as used herein shall include the Company and any of the
Company's subsidiaries and affiliates.
In consideration of the promises and conditions set forth below, and intending
to be legally bound, you and the Company agree as follows: 1. Resignation: You
acknowledge that you voluntarily resigned your employment with the Company
effective on June 13, 2000. You hereby resign, as of the date hereof, your
position(s) as officer and/or director of the Company, and you agree to execute
and deliver any further instruments or documents which the Company may
reasonably request in order to effectuate your resignation.
2. Severance Benefits: If you sign this Agreement and comply with its terms, we
will provide you with the following special severance benefit:
(a) $400,000 payable in 24 equal monthly installments of $16,666.66 commencing
on the date of execution this Agreement, less benefit deductions, tax
withholding and other deductions required by law. In the event the date of this
Agreement shall be other than the first day of a calendar month the monthly
payment for such partial calendar month shall be prorated in proportion to the
number of days in such calendar month.
(b) Payment by the Company of premiums necessary for the continuation of your
current group health insurance coverage under the federal law called "COBRA" for
24 months after your last day of work and, thereafter, continuation coverage at
your own expense, if you elect such coverage in accordance with the COBRA
statute except that continuation coverage will stop on the day you are first
covered by another group health plan; and
(c) For a period of 24 months the Company will arrange to provide you
with life and disability insurance substantially similar to that which you were
receiving immediately prior to your resignation; and
(d) All options previously granted as attached in Exhibit 1 to you will vest and
will be exercisable for four (4) years after the Effective Date (as defined in
Paragraph 6, below). You hereby agree that with respect to shares of Common
Stock currently owned by you and options and shares of Common Stock issuable
upon exercise of options owned by you, you will comply in all respects with The
Limitations of Amount of Securities sold pursuant to Rule 144(e)(i) and (e)(iii)
under the Securities Act of 1933, as amended. whether or not such compliance is
required as a matter of law, for a period of six months commencing on the date
of execution of this Agreement. (e) We will use our commercially reasonable
efforts to file a registration statement within the nine month period following
the Effective Date (as defined below) to register any unregistered shares of
your common stock or common stock issuable upon exercise of your options.
You acknowledge that the specific severance benefit stated above includes
compensation and/or benefits in addition to what you would otherwise be entitled
to receive. The Employee shall not be required to mitigate the amount of any
payment provided for herein by seeking other employment or otherwise. The
special severance benefits will not become due until on or after Effective Date.
You hereby agree to make yourself available to assist the Company and/or related
persons (as defined below), for no additional cost, in the transition process,
including the litigation with the Mo1ecular BioSystems, Inc.
3. Waiver and Release by Employee: (a) In exchange for the special severance
benefits promised to you in this Agreement, and as a material inducement for
that promise, you hereby WAIVE, RELEASE and FOREVER DlSCHARGE The Company and/or
related persons from any and all claims, rights and liabilities of every kind,
whether or not you now know them to exist which you ever had or may have arising
out of your employment with the Company or termination of that employment, as of
the date of this Agreement. This WAIVER and RELEASE includes, but is not limited
to, any claim for unlawful discrimination under the Age Discrimination in
Employment Act of 1967, as amended ("ADEA"),Title VlI of the Civil Rights Act of
1964, as amended, the Americans with Disabilities Act of 1990, 42 U.S.C. ss.
1981, the Worker Adjustment and Retraining Notification Act ("WARN"), and the
Family and Medical Leave Act of 1993, and any violation of any other federal,
state or local constitution, statute, rule, regulation or ordinance, or for
breach of contract, wrongful discharge, tort or other civil wrong. To the
fullest extent permitted by law, you PROMISE NOT TO XXX or bring any charges,
complaints or lawsuits related to the claims you are waiving by this Agreement
against the Company and/or related persons in the future, individually or as a
member of a class.
(b) If you violate this agreement by bringing or maintaining any charges,
claims, grievances, or lawsuits contrary to this Paragraph, you will pay all
costs and expenses of the Company and/or related persons in defending against
such charges, claims or actions brought by you or on your behalf, including
reasonable attorney's fees, and will be required to give back, at the Company's
sole discretion, the value of anything paid by the Company in exchange for this
Agreement.
(c) As referred to in this Agreement, "the Company and/or related persons"
includes the Company, its parents, subsidiaries, affiliates and divisions, their
respective successors and assigns, and all of their past and present directors,
officers, representatives, shareholders, agents, employees, whether as
individuals or in their official capacity, and the respective heirs and personal
representatives of any of them.
( d) This WAIVER, RELEASE and PROMISE NOT TO XXX is binding
on you, your heirs, legal representatives and assigns.
4. Waiver and Release by Company: (a) We hereby WAIVE, RELEASE and
FOREVER DISCHARGE you from any and all claims, rights and liabilities of every
kind, whether or not we now know them to exist, which you ever had or may have
arising out of your employment with the Company or termination of that
employment, as of the date of this Agreement. This WAIVER and RELEASE includes,
but is not limited to any violation of any federal, state or local constitution,
statute, rule, regulation or ordinance, or for breach of contract, wrongful
discharge, tort or other civil wrong. To the fullest extent permitted by Law, we
PROMISE NOT TO XXX or bring any charges, complaints or lawsuits related to the
claims we are waiving by this Agreement against you in the future, individually
or as a member of a class.
(b) If we violate this Agreement by bringing or maintaining any charges,
claims, grievances, or lawsuits contrary to this Paragraph, we will pay all of
your costs and expenses in defending against such charges, claims or actions
brought by us, including reasonable attorney's fees.
(c) This WAIVER, RELEASE and PROMISE NOT TO XXX is binding on the Company, its
successors and assigns. 5. Employee Review: You are advised to consult with an
attorney before you sign this Agreement. 6. Effective Date: This Agreement is
effective after the Company has received your signed copy of this Agreement.
That will be the "Effective Date" of this Agreement. 7. Confidentiality;
Non-disparagement: You shall keep the terms of this Agreement confidential. You
agree not at any time to talk about, write about or otherwise publicize the
terms or existence of this Agreement to anyone other than your legal, tax or
other financial advisors or immediate family members, except in response to a
subpoena, court directive or otherwise as required by law. You will not
disparage, denigrate or defame the Company and/or related persons, or any of
their business products or services. The Company and/or related persons will not
disparage, denigrate or defame Employee. The parties agree that the press
release substantially in the form attached hereto will be issued promptly
following the Effective Date. 8. No Other Assurances: You acknowledge that in
deciding to sign this Agreement you have not relied on any promises or
commitments, whether spoken or in writing, made to you by any Company
representative, except for what is expressly stated in this Agreement. This
Agreement constitutes the entire understanding and agreement between you and the
Company, and
replaces and cancels all previous agreements and commitments, whether spoken or
written, in connection with the matters described. 9. Effect of Non-Enforcement:
If one or more terms of this Agreement shall be ruled by a court to be void or
unenforceable, the Company may choose to cancel any or all of the remaining
terms of this Agreement and get back from you (or your successors or assigns)
the value of anything paid by the Company in exchange for this Agreement. Terms
of this Agreement that are not canceled (if any) shall continue in full force
and effect.
1 0. Governing Law; Jurisdiction; Jury Trial Waiver: This Agreement shall be
construed, governed by and enforced in accordance with the laws of the State of
New Jersey, without regard to its conflicts of law principles. Any action
arising out of or relating to this Agreement may, at the election of the
Company, be brought and prosecuted only in that State, and in the event of such
election, you consent to the jurisdiction and venue of any courts of or in such
jurisdiction and waive trial by jury. 11. Modification in Writing: This
Agreement cannot be changed or modified except by written agreement signed by
both you and an authorized Company representative.
12. No Admission of Liability: This Agreement does not constitute an admission
of any unlawful discriminatory acts or liability of any kind by the Company
and/or related persons, or anyone acting under their supervision or on their
behalf. This Agreement may not be used or introduced as evidence in any legal
proceeding, except to enforce its terms.
PLEASE READ the following declaration and sign this Agreement only if it is
true: I acknowledge that I have carefully read and considered this Agreement;
that I have been given the opportunity to review this Agreement with legal or
other advisors of my choice; that I understand that by signing this Agreement I
RELEASE 1egal claims and WAIVE certain rights; and that I freely and voluntarily
consent to all terms of this Agreement with full understanding of what they
mean.
Palatin Technologies, Inc.
s/ Xxxx Xxxxx
By: ___________________________________
Xxxx Xxxxx
Interim Chief Executive Officer and President
6/13/00
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Date Signed by Palatin Technologies, Inc.
s/ Xxxxxx X. Xxxxxx
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Signature of Employee
6/13/00
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Date Signed by Xxxxxx X. Xxxxxx
