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Exhibit
10.16
TERMINATION
AGREEMENT
This TERMINATION AGREEMENT
(the “ Agreement ”) is made and executed
this 8 th day
of April, 2008, by and between ClearPoint Resources, Inc., a
Delaware corporation (the “ Company ”)
and Optos Capital, LLC, a New Jersey limited liability company
(“ Optos ”). The Company and Optos may be
referred to herein each as a “ Party ”
and collectively as the “ Parties
.”
B A C K G R O U N
D
WHEREAS, the Company and
Optos are parties to a Licensing Agreement, dated February 28,
2008 (the “ Licensing Agreement ”);
and
WHEREAS, the Company and
Optos desire to mutually terminate the Licensing Agreement as set
forth herein.
NOW, THEREFORE, in
consideration of the mutual promises, terms and conditions
hereinafter set forth, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
Company and Optos, intending to be legally bound, hereby agree as
follows:
1. Termination . The Company and
Optos hereby terminate the Licensing Agreement in its entirety. All
rights, duties, obligations, liabilities or other provisions of the
Licensing Agreement that govern the Parties’ conduct after
termination shall continue in effect according to their terms
following termination including, but not limited to, the last
sentence of Section 3(b) and Sections 5(e), 5(f), 5(j), 7, 9,
10(a), 11(a), 16 and 18 of the Licensing Agreement (the “
Surviving Provisions ”).
2. Release by the Company . The
Company and its directors, officers, employees, subsidiaries,
affiliates, agents, representatives, shareholders, successors and
assigns (the “ Company Releasing Parties
”), hereby release, remise and forever discharge Optos and
its directors, officers, employees, subsidiaries, affiliates,
agents, representatives, shareholders, successors and assigns (the
“ Optos Released Parties ”), from any and
all claims, damages, losses, injuries, suits, debts, liabilities,
sums of money, accounts, covenants, controversies, demands,
actions, rights and causes of action of whatever kind or nature, at
law or in equity, known or unknown, asserted or unasserted,
suspected or unsuspected, foreseen or unforeseen, anticipated or
unanticipated, accrued or unaccrued, made, brought, or which could
have been made or brought, that the Company Releasing Parties may
have had or may presently have, against the Optos Released Parties
solely in connection with or pertaining to the Licensing Agreement;
provided , however , nothing in this Section 2
shall operate to release any obligations of Optos arising under the
Surviving Provisions including, but not limited to, any
monies
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