Common use of Mutual General Release Clause in Contracts

Mutual General Release. Effective as of the end of the Transition Period, Mr. ▇▇▇▇▇▇ ▇▇▇ the Company fully, forever, irrevocably and unconditionally release, remise, and discharge each other from any and all manner of claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys' fees and costs), of every kind and nature whatsoever, whether known or unknown, either at law, in equity, or mixed, which each ever had, nor has, or can, shall, or may have against the other, by reason of, on account of, or arising out of any matter or thing which has happened, developed, or occurred before the termination of the Transition Period (collectively referred to as "Claims") including, but not in limitation of the foregoing general terms, any Claims, asserted or unasserted, arising from his employment with or separation from ArQule, and specifically including any Claims under any federal or state labor, employment or discrimination laws, including but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Fair Labor Standards Act of 1938, as amended, the Americans with Disabilities Act of 1992, Chapter 151B of the Massachusetts General Laws, Sections 24A-24J of Chapter 149 of the Massachusetts General Laws, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Law, or at common law, except that this release shall not apply to any Claims with respect to the obligations or agreements of the parties under this Agreement and except that this release also shall not apply to any Claims by Mr. ▇▇▇▇▇▇ ▇▇▇ indemnification pursuant to the Company's Amended and Restated Certificate of Incorporation or its By-Laws, a copy of which is attached to this Agreement. It is expressly agreed and understood that this release is a General Release, subject to the exceptions stated above. In addition, and not in limitation of the foregoing, effective as of the end of the Transition Period, Mr. ▇▇▇▇▇▇ ▇▇▇ever releases and discharges ArQule from any liability or obligation to reinstate or reemploy him in any capacity.

Mutual General Release. Effective as of the end of the Transition Period, Mr. ▇▇▇▇▇▇ ▇▇▇ the Company fully, forever(a) Executive unconditionally, irrevocably and unconditionally releaseabsolutely releases and discharges the Company and any parent and subsidiary corporations, remisedivisions and affiliated corporations, partnerships or other affiliated entities of the Company, past and discharge each other present, as well as any of their present and former employees, officers, directors, shareholders, consultants, insurers, representatives, lawyers, predecessors, agents, successors and assigns (collectively, “Released Parties”) and the Company hereby unconditionally, irrevocably and absolutely releases and discharges Executive from all claims related in any and all manner of claimsway to the transactions or occurrences between them to date, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys' fees and costs), of every kind and nature whatsoever, whether known or unknown, either at to the fullest extent permitted by law, in equity, or mixed, which each ever had, nor has, or can, shall, or may have against the other, by reason of, on account of, or arising out of any matter or thing which has happened, developed, or occurred before the termination of the Transition Period (collectively referred to as "Claims") including, but not in limitation of the foregoing general terms, any Claims, asserted or unasserted, arising from his employment with or separation from ArQule, and specifically including any Claims under any federal or state labor, employment or discrimination laws, including but not limited to, Executive’s employment with the Company, the cessation of Executive’s employment, and all other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way connected with Executive’s employment with the Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims, including, but not limited to: any claims arising out of Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967Equal Pay Act, as amended, the Fair Labor Standards Act of 1938Age Discrimination in Employment Act, as amended, the Americans with Disabilities Family and Medical Leave Act of 19921993, Chapter 151B the California Fair Employment and Housing Act of 1993, as amended, the California Labor Code (including but not limited to Section 970), the Fair Labor Standards Act, as amended, Section 17200 of the Massachusetts General Laws, Sections 24A-24J of Chapter 149 of the Massachusetts General LawsBusiness and Professions Code, the Massachusetts Civil federal and state wage and hour laws, the Americans With Disabilities Act, as amended, the Immigration Reform and Control Act of 1986, the Employee Retirement Income Security Act of 1974, as amended, the Uniformed Services Employment and Reemployment Rights Act, the Massachusetts Equal Rehabilitation Act of 1973, as amended, the California Family Rights LawAct, the Worker Adjustment and Retraining Notification Act, the California common law of fraud, misrepresentation, negligence, defamation, infliction of emotional distress, breach of contract, or at common wrongful termination, and/or any other local, state or federal law, except that this release rule or regulation governing employment, discrimination in employment or the payment of wages and benefits. Notwithstanding the foregoing, Executive shall not apply waive any right to any Claims indemnification, arising only under the Company’s Second Amended Restated Articles of Incorporation and Amended and Restated Bylaws, for acts or events occurring prior to Executive’s resignation on the Resignation Date. (b) The parties acknowledge that they may discover facts or law different from, or in addition to, the facts or law that they know or believe to be true with respect to the obligations or agreements of the parties under claims released in this Agreement and except agree, nonetheless, that this Agreement and the mutual release also contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them. (c) The parties declare and represent that they intend this Agreement to be complete and not apply subject to any Claims by Mr. ▇▇▇▇▇▇ ▇▇▇ indemnification pursuant claim of mistake, and that the mutual release herein expresses a full and complete release and the parties intend the mutual release herein to be final and complete. The parties execute this mutual release with the full knowledge that this mutual release covers all possible claims against each other, to the Company's Amended fullest extent permitted by law. (d) Executive and Restated Certificate the Company expressly waive her and its right to recovery of Incorporation any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Executive or the Company on her or its By-Lawsbehalf, a copy of which is attached to this Agreement. It is expressly agreed and understood that this release is a General Release, subject related in any way to the exceptions stated above. In addition, and not in limitation of the foregoing, effective as of the end of the Transition Period, Mr. ▇▇▇▇▇▇ ▇▇▇ever releases and discharges ArQule from any liability or obligation to reinstate or reemploy him in any capacitymatters released herein.

Mutual General Release. Effective as The Employee hereby irrevocably and unconditionally releases and forever discharges the Company and all of the end of the Transition Periodits officers, Mr. agents, directors, supervisors, employees, representatives, affiliates, and ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ the Company fully, forever, irrevocably and unconditionally release, remisehis affiliates, and discharge each other their successors and assigns and all persons acting by, through, under or in concert with any of them from any and all manner of claims, charges, complaints, demandsgrievances, claims, actions, causes and liabilities of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses any kind (including attorneys' fees fees, interest, expenses and costs), costs actually incurred) of every kind and any nature whatsoever, whether known or unknown, either at law, in equity, suspected or mixed, which each ever had, nor has, or can, shall, or may have against the other, by reason of, on account of, or arising out of any matter or thing which has happened, developed, or occurred before the termination of the Transition Period unsuspected (collectively hereinafter referred to as "Claims") including), but not which the Employee has or may have in limitation the future, upon or by reason of any matter, cause or thing whatsoever from the beginning of the foregoing general termsworld to the day of the date of this Agreement. All such Claims are forever barred by this Agreement and without regard to whether these Claims are based on any alleged breach of duty arising in contract or tort, any Claimsalleged employment discrimination or other unlawful discriminatory act, asserted or unasserted, arising from his employment with any claim or separation from ArQule, and specifically including any Claims under any federal or state labor, employment or discrimination lawscause of action regardless of the forum in which it may be brought, including but not limited towithout limitation, claims under the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, as amended, the Fair Labor Standards Act of 19381964, as amended, the Americans with Disabilities Act of 1992, Chapter 151B of the Massachusetts General Laws, Sections 24A-24J of Chapter 149 of the Massachusetts General Laws, the Massachusetts Civil Rights With Disability Act, the Massachusetts Equal Rights LawFederal Family and Medical Leave Act of 1993, the Vietnam Era Veterans Readjustment Assistance Act of 1974, any allegation of wrongful termination and any claim arising under the laws of the states of New York, New Jersey, Nevada or at common lawWest Virginia. The Company hereby irrevocably and unconditionally releases and forever discharges the Employee from any and all charges, except that this release shall not apply to complaints, grievances, claims, actions, and liabilities of any Claims with respect kind (including attorneys' fees, interest, expenses and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, which the Company has or may have in the future, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the obligations or agreements day of the parties under this Agreement and except that this release also shall not apply to any Claims by Mr. ▇▇▇▇▇▇ ▇▇▇ indemnification pursuant to the Company's Amended and Restated Certificate date of Incorporation or its By-Laws, a copy of which is attached to this Agreement. It is expressly agreed and understood that this release is a General Release, subject to the exceptions stated above. In addition, and not in limitation of the foregoing, effective as of the end of the Transition Period, Mr. ▇▇▇▇▇▇ ▇▇▇ever releases and discharges ArQule from any liability or obligation to reinstate or reemploy him in any capacity.

Mutual General Release. Effective as A. In consideration of the end undertakings and obligations of the Transition Periodparties, Mr. ▇▇▇▇as set forth herein, and except for those obligations arising out of this Agreement, the parties hereto, for themselves and for their respective officers, directors, shareholders, heirs, executors, administrators, successors and assigns, as the case may be, each hereby covenant not to s▇▇ ▇▇▇ and fully release the Company fully, forever, irrevocably and unconditionally release, remiseother party, and discharge each other its and his past and present parents, subsidiaries and affiliates, and its past and present directors, shareholders, officers, agents, representatives, employees, successors and assigns, as the case may be (hereinafter collectively referred to as “releasees”), jointly and individually, from any and all manner of claims, charges, complaints, demands, actions, causes of action, obligations, liabilities, judgments, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, leasesvariances, doings, omissionstrespasses, damages, extents, executions, obligationsclaims and demands whatsoever, liabilitiesin law, admiralty or equity, whether liquidated or unliquidated, contingent or otherwise, whether specifically mentioned or not, which against the releasees, the releasing party ever had, now has or hereafter can, shall or may have, for, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date of execution of this Agreement; B. The Executive acknowledges that this Release covers, without limitation, any claims arising out of or connected in any way with his employment with the Company or the termination of that employment, including any claims of discrimination on the basis of sex, disability, race, color, national origin, ancestry, age (including, without limitation, any right or claims under the federal law known as the Age Discrimination in Employment Act 29 U.S.C. §621, et seq.), creed, handicap, citizenship, ethnic characteristics, sexual or affectional preference or marital status and also includes, no matter how denominated or described, any claims of discrimination under any federal, state or local law, rule, regulation or executive order, and expenses any claims of wrongful discharge or termination, breach of contract, written or oral, express or implied, breach of promise, public policy, retaliation, defamation, impairment of economic opportunity, loss of business opportunity, fraud, misrepresentation, or other tort, perceived disability, history of disability, unpaid compensation (including attorneys' fees including, but not limited to, salary, wages, benefits, bonuses, severance pay, vacation pay and costs), sick leave or personal leave pay) and any claims now known to the Executive arising under the Employee Retirement Income Security act of 1974; C. Each party hereto further acknowledges and agrees that this release extends to all claims of every kind and nature whatsoever, whether known or unknown, either at law, in equity, suspected or mixed, which each ever had, nor has, or can, shall, or may have against the other, by reason of, on account of, or arising out of any matter or thing which has happened, developed, or occurred before the termination of the Transition Period (collectively referred to as "Claims") including, but not in limitation of the foregoing general terms, any Claims, asserted or unasserted, arising from his employment with or separation from ArQuleunsuspected, and specifically including any Claims under any federal each party acknowledges that it or state labor, employment or discrimination laws, including but not limited to, Title VII of the Civil Rights Act of 1964he, as amendedthe case may be, the Age Discrimination may hereafter discover facts in Employment Act of 1967addition to or different from those which it or he, as amendedthe case may be, the Fair Labor Standards Act of 1938, as amended, the Americans with Disabilities Act of 1992, Chapter 151B of the Massachusetts General Laws, Sections 24A-24J of Chapter 149 of the Massachusetts General Laws, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Law, knows or at common law, except that this release shall not apply believes to any Claims be true with respect to the obligations subject matter of this mutual general release, but that it is each parties respective intention to fully and finally settle and release hereby, without limitation, all such matters as well and, in furtherance of that intention, the foregoing release shall be and remain in effect as a full and complete release notwithstanding the discovery or agreements existence of the parties under this Agreement and except that this release also shall not apply to any Claims by Mr. ▇▇▇▇▇▇ ▇▇▇ indemnification pursuant to the Company's Amended and Restated Certificate of Incorporation such additional or its By-Laws, a copy of which is attached to this Agreement. It is expressly agreed and understood that this release is a General Release, subject to the exceptions stated above. In addition, and not in limitation of the foregoing, effective as of the end of the Transition Period, Mr. ▇▇▇▇▇▇ ▇▇▇ever releases and discharges ArQule from any liability or obligation to reinstate or reemploy him in any capacitydifferent facts.

Mutual General Release. Effective as The Employee and Greenway hereby irrevocably and unconditionally release and forever discharge the Company and all of the end of the Transition Periodits officers, Mr. agents, directors, supervisors, employees, representatives, affiliates, and ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ the Company fully, forever, irrevocably and unconditionally release, remisehis affiliates, and discharge each other their successors and assigns and all persons acting by, through, under or in concert with any of them from any and all manner of claims, charges, complaints, demandsgrievances, claims, actions, causes and liabilities of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses any kind (including attorneys' fees fees, interest, expenses and costs), costs actually incurred) of every kind and any nature whatsoever, whether known or unknown, either at law, in equity, suspected or mixed, which each ever had, nor has, or can, shall, or may have against the other, by reason of, on account of, or arising out of any matter or thing which has happened, developed, or occurred before the termination of the Transition Period unsuspected (collectively hereinafter referred to as "Claims") including), but not which the Employee or Greenway has or may have in limitation the future, upon or by reason of any matter, cause or thing whatsoever from the beginning of the foregoing general termsworld to the day of the date of this Agreement. All such Claims are forever barred by this Agreement and without regard to whether these Claims are based on any alleged breach of duty arising in contract or tort, any Claimsalleged employment discrimination or other unlawful discriminatory act, asserted or unasserted, arising from his employment with any claim or separation from ArQule, and specifically including any Claims under any federal or state labor, employment or discrimination lawscause of action regardless of the forum in which it may be brought, including but not limited towithout limitation, claims under the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, as amended, the Fair Labor Standards Act of 19381964, as amended, the Americans with Disabilities Act of 1992, Chapter 151B of the Massachusetts General Laws, Sections 24A-24J of Chapter 149 of the Massachusetts General Laws, the Massachusetts Civil Rights With Disability Act, the Massachusetts Equal Rights LawFederal Family and Medical Leave Act of 1993, the Vietnam Era Veterans Readjustment Assistance Act of 1974, any allegation of wrongful termination and any claim arising under the laws of the states of New York, New Jersey, Nevada or at common lawWest Virginia. The Company hereby irrevocably and unconditionally releases and forever discharges the Employee and Greenway from any and all charges, except that this release shall not apply to complaints, grievances, claims, actions, and liabilities of any Claims with respect kind (including attorneys' fees, interest, expenses and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, which the Company has or may have in the future, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the obligations or agreements day of the parties under this Agreement and except that this release also shall not apply to any Claims by Mr. ▇▇▇▇▇▇ ▇▇▇ indemnification pursuant to the Company's Amended and Restated Certificate date of Incorporation or its By-Laws, a copy of which is attached to this Agreement. It is expressly agreed and understood that this release is a General Release, subject to the exceptions stated above. In addition, and not in limitation of the foregoing, effective as of the end of the Transition Period, Mr. ▇▇▇▇▇▇ ▇▇▇ever releases and discharges ArQule from any liability or obligation to reinstate or reemploy him in any capacity.

Mutual General Release. Effective as of the end of the Transition Period, Mr. ▇▇▇▇▇▇ ▇▇▇ the Company fully, forever, The Employee hereby irrevocably and unconditionally releasereleases and forever discharges the Company and all of its officers, remiseagents, directors, supervisors, employees, representatives and discharge each other their successors and assigns and all persons acting by, through, under or in concert with any of them from any and all manner of claims, charges, complaints, demandsgrievances, claims, actions, causes and liabilities of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses any kind (including attorneys' fees fees, interest, expenses and costs), costs actually incurred) of every kind and any nature whatsoever, whether known or unknown, either at law, in equity, suspected or mixed, which each ever had, nor has, or can, shall, or may have against the other, by reason of, on account of, or arising out of any matter or thing which has happened, developed, or occurred before the termination of the Transition Period unsuspected (collectively hereinafter referred to as "Claims") including), but not which the Employee has or may have in limitation the future, arising out of the foregoing general termsEmployee's employment with the Company or the Employment Agreement. All such Claims are forever barred by this Agreement and without regard to whether these Claims are based on any alleged breach of duty arising in contract or tort, any Claimsalleged employment discrimination or other unlawful discriminatory act, asserted or unasserted, arising from his employment with any claim or separation from ArQule, and specifically including any Claims under any federal or state labor, employment or discrimination lawscause of action regardless of the forum in which it may be brought, including but not limited towithout limitation, claims under the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, as amended, the Fair Labor Standards Act of 19381964, as amended, the Americans with Disabilities Act of 1992, Chapter 151B of the Massachusetts General Laws, Sections 24A-24J of Chapter 149 of the Massachusetts General Laws, the Massachusetts Civil Rights With Disability Act, the Massachusetts Equal Rights LawFederal Family and Medical Leave Act of 1993, or at common lawthe Vietnam Era Veterans Readjustment Assistance Act of 1974, except that this release shall not apply to any Claims with respect to allegation of wrongful termination and any claim arising under the obligations or agreements laws of the parties under this Agreement states of New York, New Jersey, Nevada or West Virginia. The Company hereby irrevocably and except that this release also shall not apply to unconditionally releases and forever discharges the Employee from any Claims by Mr. ▇▇▇▇▇▇ ▇▇▇ indemnification pursuant to the Company's Amended and Restated Certificate of Incorporation or its By-Lawsall charges, a copy of which is attached to this Agreement. It is expressly agreed and understood that this release is a General Releasecomplaints, subject to the exceptions stated above. In additiongrievances, claims, actions, and not liabilities of any kind (including attorneys' fees, interest, expenses and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, which the Company has or may have in limitation the future, arising out of the foregoing, effective as of Employee's employment with the end of Company or the Transition Period, Mr. ▇▇▇▇▇▇ ▇▇▇ever releases and discharges ArQule from any liability or obligation to reinstate or reemploy him in any capacityEmployment Agreement.