Exhibit 10
Dissolution Agreement
THIS DISSOLUTION AGREEMENT ("Dissolution") is entered into this 31st
day of January, 2005 by and among MBC Global, LLC ("MBC") and eGene, Inc,
formerly BioCal, Inc. (collectively, "EGEI"). Collectively, MBC and EGEI are
referred to as the "Parties".
WHEREAS, the Parties to this Dissolution entered into a non-exclusive
Financial Advisory Agreement dated June 30, 2004 ("Agreement"); and
WHEREAS, it is the desire of the Parties to settle all of the disputes
between them related to MBC's and EGEI's business relationship ("Claims");
NOW, THEREFORE, in consideration of the promises above and the mutual
agreements herein contained and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties hereby
agree as follows:
1. SETTLEMENT
a. MBC and EGEI will voluntarily terminate the existing Agreement
without the penalty terms outlined in Section 4 of the
Agreement,
b. MBC will forfeit the remaining value of the Agreement,
c. EGEI will forfeit any claims to any remaining consideration
(monetary or otherwise) due to EGEI from MBC,
2. GENERAL RELEASE
a. MBC's Release of EGEI: Upon execution of this Dissolution,
MBC, their agents, attorneys, representatives, successors,
and assigns, and all those in privity with them, agree to
release, acquit, and forever discharge EGEI, as well as
their members, managers, partners, employees, trustees,
trusts, officers, directors, shareholders, lenders,
subsidiaries, affiliates, insurers, agents, officers,
successors, assigns, immediate family members (spouses,
parents, siblings, children), and all those in privity
therewith, jointly and severally, from any and all actions,
causes of action, claims, demands, damages, costs, expenses,
fees (including, without limitation, any attorney fees
relating to the Claims), interest, and compensation, whether
known or unknown, asserted or unasserted, that relate in any
way to the Claims; or any relationship or affiliation of the
Parties from the beginning of time through the date of this
Dissolution. It is expressly understood and agreed that this
release shall constitute a general release and shall be
interpreted liberally to effectuate the maximum protection
to the released parties allowed by law. Notwithstanding the
foregoing, the provisions of this Paragraph 2(A) shall not
constitute a waiver or release or an agreement not to ▇▇▇ to
enforce any claim or right created by the provisions of this
Dissolution.
b. EGEI's Release of MBC: Upon execution of this Dissolution,
EGEI, their agents, attorneys, representatives, successors,
and assigns, and all those in privity with them, agree to
release, acquit, and forever discharge MBC, as well as their
partners, employees, trustees, trusts, insurers, agents,
officers, successors, assigns, immediate family members
(spouses, parents, siblings, children), and all those in
privity therewith, jointly and severally, from any and all
actions, causes of action, claims, demands, damages, costs,
expenses, fees, interest, and compensation, whether known or
unknown, asserted or unasserted, that relate in any way to
the Claims; or any relationship or affiliation of the
Parties from the beginning of time through the date of this
Dissolution. It is expressly understood and agreed that
this release shall constitute a general release and shall be
interpreted liberally to effectuate the maximum protection
to the released parties allowed by law. Notwithstanding the
foregoing, the provisions of this Paragraph 2(B) shall not
constitute a waiver or release or an agreement not to ▇▇▇ to
enforce any claim or right created by the provisions of this
Dissolution.
3. REPRESENTATIONS and WARRANTIES
a. The Parties represent and warrant that no promise or
inducement has been offered or made except as set forth
herein and that they are entering into and executing this
Dissolution without reliance on any statement or
representation by any Party hereto or any person(s) acting
on their behalf not set forth within this Dissolution.
b. The Parties represent and warrant that they have not sold,
assigned, transferred, conveyed or otherwise disposed of to
any third party, by operation of law or otherwise, any
action, cause of action, debt, obligation, contract,
agreement, covenant, guarantee, judgment, damage, claim,
counterclaim, liability, or demand of any nature whatsoever
relating to any matter covered by this Dissolution.
c. The Parties understand and acknowledge that this Dissolution
is a compromise of unproven and disputed claims and that
nothing in this Dissolution in any way constitutes an
admission of any liability, wrongdoing, or allegation
whatsoever on the part of any Party. Each Party agrees that
they shall not contend or assert that any admission of
liability, wrongdoing, or allegation arises from this
Dissolution.
4. CONDITIONS PRECEDENT: This Dissolution shall become effective
only upon the signed receipt of this Dissolution, duly executed
and delivered by the Parties hereto.
5. CONFIDENTIALITY: The terms of this Dissolution (and any
correspondence or communications leading to its negotiation and
execution) shall not be disclosed to any person or entity without
the prior written consent of the Parties hereto, except that the
terms of this Dissolution may be disclosed: (I) to any person as
required by law; (ii) to the extent reasonably necessary, to each
Party's directors, officers, employees, attorneys, auditors,
bankers, and/or accountants; or (iii) as is necessary or is
required for obtaining tax, legal, or financial advice (provided
that the person(s) to whom the disclosure is made with respect to
each of the foregoing subsections (I) through (iii) is advised
that such disclosure is subject to the confidentiality provisions
of this paragraph). The terms of this Dissolution (and any
correspondence or communications leading to its negotiation and
execution) may also be disclosed by any person in any action or
proceeding to enforce the Dissolution.
6. NON-DISPARAGEMENT: Each Party hereby expressly agrees, warrants,
and represents that it will not make, disseminate, or publish in
any way any disparaging remarks, descriptions, summaries, or
statements about any other Party, provided that nothing herein
shall prevent a party from defending itself in any governmental
investigation or complying with a subpoena, including by giving
truthful statements, affidavits, or testimony. The Parties
further agree to respond to media inquiries and inquiries by other
third parties by stating only that they have reached a mutually
satisfactory resolution of their disputes, that they have agreed
to dismiss their claims in the Claims against each other, and that
none of the Parties to the Claims admitted any liability or
admitted that any of the claims that any Party had against the
other were valid and/or enforceable.
7. ENTIRE DISSOLUTION: This Dissolution constitutes the entire
agreement and understanding between MBC and EGEI relating to the
subject matter contained herein, and this Dissolution may not be
altered, amended, or modified in any respect or particular except
by a writing duly executed by each of the Parties. This
Dissolution supercedes all prior discussions relating to the
subject matter of this Dissolution.
8. REPRESENTATIVES, PREDECESSORS, SUCCESSORS, and ASSIGNS: This
Dissolution shall be binding upon and shall inure to the benefit
of the Parties and their representatives, predecessors,
successors, and assigns.
9. DUE AUTHORIZATION: The Parties hereby represent and warrant that
the individuals signing this Dissolution on their behalf are duly
authorized and fully competent to do so.
10. APPLICABLE LAW: This Dissolution shall be governed by, and
construed in accordance with, the law of the State of Illinois,
without reference to choice of law principles.
11. COUNTERPARTS: This Dissolution may be executed in one or more
counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, and in agreement herewith, the Parties have executed
and delivered this Dissolution as of the date first above written.
DATED this 31st day of January, 2005.
By: /s/▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
MBC Global, LLC
By ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - COO
DATED this 31st day of January, 2005.
By: /S/▇▇▇ ▇▇▇▇▇▇▇▇
eGene, Inc.
By ▇▇▇ ▇▇▇▇▇▇▇▇, PhD - CEO