Exhibit
10.7
AGREEMENT AND GENERAL
RELEASE
For good and valuable consideration, rendered to
resolve and settle finally, fully and completely all matters or
disputes that now or may exist between them, the parties below
enter this Agreement and General Release:
1.
Parties
. The parties to this Agreement are
Darryl Ray, his heirs, representatives, successors and assigns
(hereinafter referred to collectively as “Mr. Ray”) and
Alpha Innotech Corp., and/or any of its successors, subsidiaries,
affiliates, parties and related companies (hereinafter referred to
collectively as “Alpha Innotech”).
2.
Release Of Claims By Mr.
Ray . In exchange
for the promises contained in this Agreement and to the extent
permitted by law, Mr. Ray hereby waives, releases and forever
discharges, and agrees that he will not in any manner institute,
prosecute or pursue, any and all complaints, claims, charges,
liabilities, claims for relief, demands, suits, actions or causes
of action, whether in law or in equity, which he asserts or could
assert, at common law or under any statute, rule, regulation, order
or law, whether federal, state, or local, or on any grounds
whatsoever, including but not limited to, any claims under Title
VII of the 1964 Civil Rights Act, the Age Discrimination in
Employment Act, the California Fair Employment and Housing Act,
Government Code §12900 et seq. , the
California Labor Code, the Americans with Disabilities Act, the
California Family Leave Act, and the Employee Retirement Income
Security Act of 1974 against Alpha Innotech and any of its current
or former owners, officials, directors, officers, shareholders,
affiliates, agents, employee benefit plans, representatives,
servants, employees, attorneys, subsidiaries, parents, divisions,
branches, units, successors, predecessors, and assigns
(collectively referred to as “Released Parties”) with
respect to any event, matter, claim, damage or injury arising out
of Mr. Ray’s employment relationship with Alpha Innotech, and
the termination of such employment relationship, and with respect
to any other claim, matter, or event arising prior to execution of
this Agreement by Mr. Ray.
3.
Civil Code § 1542
Waiver. As a further
consideration and inducement for this Agreement, Mr. Ray hereby
waives any and all rights under Section 1542 of the California
Civil Code or any similar state, local, or federal law, statute,
rule, order or regulation he may have with respect to Alpha
Innotech and any of the Released Parties.
Section 1542 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.
Mr. Ray expressly agrees that this Agreement
shall extend and apply to all unknown, unsuspected and
unanticipated injuries and damages as well as those that are now
disclosed.
4.
Outstanding
Claims . As further
consideration and inducement for this Agreement, Mr. Ray represents
that he has not filed or otherwise pursued any charges, complaints
or claims of any nature which are in any way pending against Alpha
Innotech or any of the Released Parties, with any local, state or
federal government agency or court with respect to any matter
covered
