EXHIBIT 10.1
Execution
Copy
TERMINATION AND MUTUAL RELEASE (this
“ Agreement ”), dated as of January 21, 2007,
among Paramount Acquisition Corp., a Delaware corporation (“
Paramount ”), BioValve Technologies Inc., a Delaware
corporation (“ BioValve ”), BTI Tech, Inc. a
Delaware corporation (“ BTI ”), and Valeritas
LLC, a Delaware limited liability company (the “
Company ”).
Paramount, BioValve, BTI and the
Company are parties to the Contribution Agreement, dated as of
August 25, 2006 (the “ Contribution Agreement
”). Capitalized terms used herein but not defined
herein shall have the meanings given to such terms in the
Contribution Agreement).
In consideration the respective
representations, warranties, covenants and agreements set forth
herein, the parties hereto, agree as follows:
Section 1.
Termination . Pursuant to Section 10.1(a) of the
Contribution Agreement, Paramount, BioValve and BTI mutually agree
that the Contribution Agreement is terminated effective immediately
and is void and of no effect, without any liability or obligation
on the part of Paramount, BioValve, BTI or the Company other than
with respect to Sections 5.8, 5.13, 5.17, 5.18 and Article 11 of
the Contribution Agreement, which provisions shall survive such
termination.
Section 2.
Release by BioValve Parties and Covenant not to Sue .
BioValve, BTI and the Company, on behalf of themselves and each of
their officers, directors, employees, agents, attorneys,
representatives, predecessors, successors, parents, subsidiaries,
affiliates, heirs and assigns (collectively, the “
BioValve Parties ”), hereby discharge and release,
unconditionally, absolutely and forever, Paramount and its
officers, directors, employees, agents, attorneys, representatives,
predecessors, successors, parents, subsidiaries, affiliates, heirs
and assigns (collectively, the “ Paramount Parties
”), of and from any and all liabilities, judgments, rights,
claims, demands, suits, matters, obligations, damages, debts,
losses, costs, actions and causes of action, of every kind and
description in each case arising out of or related to the
negotiation, discussion, execution, delivery and performance of the
Contribution Agreement and the transactions contemplated thereby
(collectively, “ Claims ”), whether in law or
equity, whether presently known or unknown, from the beginning of
time to the date of this Agreement. Each of the BioValve
Parties covenant and agree that they will not at any time hereafter
commence, maintain, or prosecute any civil, administrative or other
action, suit, proceeding, or charge, relating to any Claims
released hereunder, against any of the Paramount Parties. The
BioValve Parties acknowledge and agree that if they should
hereafter make any Claim or commence or threaten to commence any
Claim against the Paramount Parties with respect to any cause,
matter or
|
