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                       AGREEMENT OF SETTLEMENT AND RELEASE

         THIS AGREEMENT OF SETTLEMENT AND RELEASE (hereinafter, the "Agreement")
is  made  and  entered  into  by  and  between  CytRx  Corporation,  a  Delaware
corporation   ("CytRx"),   on  the  one  hand,   and  Corporate   Capital  Group
International Ltd., Inc ("CCGI") and Peter Simone ("Simone"), President of CCGI,
on the other hand, subject to approval by the Board of Directors of CytRx.

                                    RECITALS

          This Agreement is made with reference to the following facts:

         A.  On  or  about  July  20,  2002,  CytRx  and  Corporate   Consulting
International  Group  ("CCIG")  entered into a  Consulting/Engagement  Agreement
("First Consulting Agreement") for consulting services. A form of the Consulting
Agreement is attached hereto as Exhibit A. In exchange for CCIG's services, CCIG
was to receive,  among other things, six (6) monthly  installments of $10,000.00
and warrants to purchase  250,000 shares of common stock of CytRx at an exercise
price of $0.58 per share. A copy of the Warrant to Purchase Common Stock,  dated
as of July 20, 2002 ("First Warrant"), is attached hereto as Exhibit B.

         B. On or  about  February  21,  2003,  CytRx  and CCGI  entered  into a
subsequent    Consulting/Engagement   Agreement   (the   "Effective   Consulting
Agreement") for CCGI's  consulting  services for a period of eight (8) months. A
true and correct copy of the Effective  Consulting  Agreement is attached hereto
as Exhibit C. In exchange  for CCGI's  services,  CCGI was to receive  eight (8)
monthly  installments of $10,000.00 and a five-year  warrant to purchase 675,000
shares of common  stock of CytRx at an exercise  price of $0.20 per share,  with
piggyback  registration  rights  being  issued  upon  signing  of the  Effective
Consulting  Agreement.  A copy of the Warrant to Purchase Common Stock, dated as
of February 21, 2003 (the "Effective Warrant"), is attached hereto as Exhibit D.
In addition,  by means of the  Effective  Consulting  Agreement,  CytRx and CCIG
agreed to and did cancel the First Warrant.

         C. CCGI contends that the Effective Consulting Agreement is enforceable
according  to its terms.  CytRx  contends  that,  due to certain  recent  events
involving Simone, the Effective  Consulting  Agreement and the Effective Warrant
are  unenforceable  for  reasons  including,  but not  limited  to,  failure  of
consideration, impossibility and/or frustration of purpose.

         D. CytRx, on the one hand, and CCGI and Simone, on the other hand, have
agreed to settle  and  compromise  their  differences  regarding  the  Effective
Consulting  Agreement and the Effective  Warrant,  without in any way, admitting
liability or  responsibility  by either of them to the other. By this Agreement,
the parties intend to memorialize the terms of such compromise and settlement.


<PAGE>

                              AGREEMENT AND RELEASE

         In consideration of the undertakings  contained in this Agreement,  and
other good, valuable and sufficient  consideration,  the parties hereto agree as
follows:

         1. No Admission Of Liability/No  Prevailing  Party. This Agreement does
not constitute an admission by any party of liability or  responsibility  to the
other.  It is  acknowledged  that that each  party's  promises,  covenants,  and
releases set forth herein is in consideration of this Agreement and is given for
the purpose of avoiding the costs and expenses of legal proceedings.

         2.  Consideration.  As consideration  for this settlement,  the parties
have agreed to the following:

              a. Payment In Satisfaction. Upon full execution of this Agreement,
CytRx shall pay CCGI the lump sum of forty-thousand dollars ($40,000.00) in full
satisfaction  of  any  and  all  obligations   (whether   existing,   remaining,
conditional  or  otherwise)  of CytRx to CCGI  under  the  Effective  Consulting
Agreement.

              b. The Effective Warrant. CCGI and CytRx agreed that the Effective
Warrant is hereby  modified  ("Modified  Warrant"),  such that CCGI  retains the
rights to purchase  five-hundred  thousand  (500,000) shares of CytRx stock, and
that CCGI's rights,  if any, to purchase the remaining one hundred  seventy-five
thousand   (175,000)   shares  of  CytRx  stock  are   permanently  and  forever
extinguished. In addition, the parties hereto agree as follows:

                  (i)  Amendment of  Registration  Statement.  The  Registration
                  Statement  filed by CytRx on June 30,  2003 will be amended by
                  CytRx to include the  five-hundred  thousand  (500,000) shares
                  issuable upon exercise of the Modified  Warrant.  (The date on
                  which this  Registration  Statement becomes effective with the
                  Securities and Exchange Commission is hereinafter  referred to
                  as the "Effective Date".)

                  (ii)  Assignment.  The Modified  Warrant  shall be assigned to
                  Nixon  Peabody  LLP ("Nixon  Peabody")  with  CytRx's  written
                  consent,  effective  as of July 28,  2003,  and Nixon  Peabody
                  shall be the  record  and  beneficial  owner  of the  Modified
                  Warrant.

                  (iii)  Exercise.  After  said  amendment  of the  Registration
                  Statement,  any shares  issuable upon exercise of the Modified
                  Warrant may be sold by Nixon Peabody only as follows:

                  (a)      One-third  (?) of the  shares may be sold at any time
                           following the Effective Date;

                  (b)      An additional one-third (?) of the shares may be sold
                           at any time  following  ninety  (90)  days  after the
                           Effective Date; and



                                       2
<PAGE>

                  (c)      The final  one-third (?) of the shares may be sold at
                           any time  following one hundred and eighty (180) days
                           after the Effective Date.

                  (iv) As more  fully  set  forth in  Paragraph  3  herein,  and
                  subject to the  requirements of this Paragraph 2 and Paragraph
                  5,  CCGI  and  CytRx  release  each  other  from  any  further
                  performance of the Effective Consulting Agreement.

         3. Releases.

              a.  Release By CCGI and Simone.  For and in  consideration  of the
mutual promises,  covenants,  and releases set forth herein,  CCGI and Simone do
hereby for themselves, and for each of their predecessors,  successors, past and
present  assigns,  officers,  directors,  shareholders,   employees,  attorneys,
agents, subsidiaries,  parent companies,  affiliates, (but not including BS, Jr.
Inc.),  accountants,  spouses,  heirs and  representatives,  if any, release and
absolutely  discharge CytRx and CytRx's  respective  past and present  officers,
directors,  shareholders,   employees,  predecessors,  successors  in  interest,
attorneys,  agents,  assigns,   subsidiaries,   parent  companies,   affiliates,
accountants  and  representatives,  and  each  of  them,  (the  "Released  CytRx
Parties") from any and all claims,  debts,  liabilities,  demands,  obligations,
promises,  acts,  agreements,  accounts,  accountings,  reckonings,  costs,  and
expenses  (including,  but not limited to, attorneys' fees and costs),  damages,
liens,  judgments,  actions  and  causes of  action,  of every  kind and  nature
whatsoever,  at law or in equity,  known or unknown,  suspected or  unsuspected,
which CCGI and/or  Simone ever had, or now has against CytRx and/or the Released
CytRx  Parties,  which  arise  out of,  or are in  connection  with,  the  First
Consulting Agreement, the First Warrant, the Effective Consulting Agreement, the
Effective Warrant,  and any other past or present agreement between the parties,
with the exception of the parties' rights and obligations under this Agreement.

              b.  Release  By  CytRx.  For and in  consideration  of the  mutual
promises,  covenants,  and  releases  set forth  herein,  CytRx does  hereby for
itself, and for its predecessors, successors, assigns, past and present assigns,
officers, directors,  shareholders,  employees, attorneys, agents, subsidiaries,
parent companies, affiliates,  accountants and representatives,  if any, release
and absolutely  discharge CCGI and Simone, and each of their respective past and
present officers, directors, shareholders,  employees, predecessors,  successors
in  interest,  attorneys,  agents,  assigns,  subsidiaries,   parent  companies,
affiliates (but not including BS, Jr. Inc.),  accountants  and  representatives,
and each of them, (the "Released CCGI Parties") from any and all claims,  debts,
liabilities,   demands,  obligations,   promises,  acts,  agreements,  accounts,
accountings,  reckonings,  costs, and expenses  (including,  but not limited to,
attorneys' fees and costs),  damages,  liens,  judgments,  actions and causes of
action,  of every kind and  nature  whatsoever,  at law or in  equity,  known or
unknown,  suspected  or  unsuspected,  which  CytRx ever had, or now has against
CCGI,  Simone and/or the Released  CCGI  Parties,  which arise out of, or are in
connection  with,  the  First  Consulting  Agreement,  the  First  Warrant,  the
Effective  Consulting  Agreement,  the Effective Warrant,  and any other past or
present agreement between the parties, with the exception of the parties' rights
and obligations under this Agreement.



                                       3
<PAGE>

              c. Subject to the scope of the  foregoing,  the parties  expressly
understand and agree that this Agreement fully releases and resolves the matters
released and  discharged in Paragraphs 3a and 3b,  including  those which may be
unknown,  unanticipated  and/or  unsuspected,  and,  upon  the  advice  of legal
counsel, hereby expressly waive all benefits under California Civil Code Section
1542,  as well as under any other  statutes or common law  principles of similar
effect, to the extent that such benefits may contravene the release set forth in
this  Paragraph.  The  parties  hereby  acknowledge  that  they  have  read  and
understood Section 1542, which provides as follows:

                  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.

         4. Representations And Warranties. The parties represent and warrant to
and agree with each other as follows:

              a. Each party has received independent legal advice from attorneys
of its choice with respect to the  advisability  of entering into this Agreement
and of giving any release by such Agreement.

              b. In  connection  with the  execution  of this  Agreement  or the
making of the  settlement  provided for herein,  no party to this  Agreement has
relied  upon any  statement,  representation  or promise of any other  party not
expressly contained herein.

              c. This  Agreement  contains  the entire  agreement of the parties
hereto.  There are no agreements or  understandings  between the parties  hereto
relating to the matters and releases referred to in this Agreement other than as
set forth in this Agreement.

              d.  All  parties   hereto  and  their   counsel   have  made  such
investigation of the facts  pertaining to the releases  contained herein as they
deem necessary.

              e. The terms of this Agreement are  contractual and are the result
of negotiation among the parties.  Each party has cooperated in the drafting and
preparation of this  Agreement.  This Agreement is the final written  expression
and the complete and exclusive  statement of all of the agreements,  conditions,
promises,  representations and covenants between the parties with respect to the
subject matter of this  Agreement.  This  Agreement  replaces and supersedes all
prior,  former  or  contemporaneous  agreements,  negotiations,  understandings,
representations,  discussions or warranties between and among the parties, their
respective representatives,  and any other person or entity, with respect to the
subject  matter  of  this  Agreement.  In any  construction  to be  made of this
Agreement,  the same shall not be construed  against any party, and the canon of
contractual interpretation set forth in California Civil Code Section 1654 shall
not be applied.



                                       4
<PAGE>

              f. This  Agreement has been  carefully read by each of the parties
and the contents  thereof are known and understood by each of the parties.  This
Agreement is signed freely by each party executing it.

         5. Certain Conduct Related to CytRx.

              a. CCGI and Simone each  represent  and warrant  that neither CCGI
nor Simone  violated any state or federal  criminal laws or  securities  laws in
connection with CCGI's performance, if any, under the First Consulting Agreement
and CCGI's performance under the Effective Consulting Agreement. CCGI and Simone
hereby  acknowledge and agree that the lack of any such violation is material to
this Agreement.

              b. The term  "Certain  Conduct,"  as  utilized in  paragraph  5c.,
below,  shall mean any act or conduct by CCGI and/or Simone related to CytRx for
which CCGI and/or Simone are found to be (i) guilty (whether by plea, verdict or
otherwise) under any criminal law or securities  laws;  and/or (ii) liable under
any civil securities laws.

              c.   Notwithstanding  any  provision  in  this  Agreement  to  the
contrary,  in the event that CCGI and/or Simone have engaged in Certain Conduct,
then:  (a) CCGI shall return the $40,000.00  payment  identified in Paragraph 2a
above;  (b) CCGI and  Simone  shall  pay  over to CytRx an  amount  equal to the
proceeds of any exercise of rights under the  Modified  Warrant;  (c) any rights
remaining  under the Modified  Warrant shall be  cancelled;  and (d) CytRx shall
have the right,  but not the duty,  to declare  CCGI and/or  Simone in breach of
this Agreement, upon which declaration the parties releases shall be deemed void
and shall be of no effect  whatsoever,  and, upon CytRx declaring a breach,  the
parties  shall  be free to  bring  any and all  claims  and  assert  any and all
defenses that they might have against one another.

         6. Modifications.  This Agreement may not be amended, canceled, revoked
or  otherwise  modified  except by written  agreement  subscribed  by all of the
parties to be charged with such modification.

         7. Severability.  In the event any provision of this Agreement shall be
held to be void,  voidable or  unenforceable,  the  remaining  provisions  shall
remain in full force and effect.

         8. Governing Law. This Agreement shall be construed in accordance with,
and be governed by, the laws of the State of California.

         9. Warranty Of  Authority.  Each party or attorney  whose  signature is
affixed hereto in a representative  capacity  represents and warrants that he or
she is authorized to execute this  Agreement on behalf of and to bind the entity
on whose behalf his or her  signature  is affixed.  In the event that there is a
breach of any representation or warranty of authority to execute this Agreement,
the parties shall  indemnify and hold harmless one another from any and all loss
or damage,  including  reasonable  attorneys'  fees,  incurred  as result of the
breach of such representation and warranty.

         10.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of which when executed and  delivered  shall be an original,
and all of which when executed  shall  constitute  one and the same  instrument.
Facsimile  signatures on this  Agreement,  or any counterpart of this Agreement,
shall have the same force and effect as original signatures.



                                       5
<PAGE>

         11.  Attorneys'  Fees.  All parties hereto agree to pay their own costs
and  attorneys'  fees  except  that,  in the  event  any  action,  suit or other
proceeding is  instituted  to remedy,  prevent or obtain relief from a breach of
this  Agreement,  arising out of a breach of this  Agreement,  involving  claims
within the scope of the releases contained in this Agreement, or pertaining to a
declaration of rights under this Agreement,  the prevailing  party shall recover
its reasonable  attorneys' fees incurred in each and every such action,  suit or
other proceeding, including any and all appeals or petitions therefrom.

         12. Further Instruments.  The parties shall execute and deliver further
instruments,  documents or papers and shall perform all acts necessary or proper
to carry out and  effectuate  the terms of this  Agreement as may be required by
the terms of the  Agreement  or as may be  reasonably  requested by any party to
this Agreement.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
the dates set forth below.

DATED:              8/8            , 2003  CYTRX CORPORATION
       ----------------------------


                                           By: /s/ Steven A. Kriegsman
                                           ----------------------------------
                                           Its: Chief Executive Officer
                                           ----------------------------------

DATED:                            , 2003   /s/ Peter Simone
      ----------------------------         ------------------------
                                           PETER SIMONE
                                           ----------------------------------


DATED:                            , 2003   CORPORATE CAPITAL GROUP
      ----------------------------         INTERNATIONAL LTD, INC.


                                           By:   /s/ Peter Simone
                                           ----------------------------------
                                           Its:         President
                                           ----------------------------------




                                       6
<PAGE>

APPROVED AS TO FORM:

DATED:    8/4         , 2003       NIXON PEABODY LLP
      ----------------

                                   By: /s/  Steven N. Fuller
                                       ---------------------------------
                                       Steven N. Fuller
                                       Attorneys for Corporate Capital Group
                                       International Ltd., and Peter Simone


DATED:   8/11         , 2003       TROY & GOULD
      ----------------             Professional Corporation


                                   By: /s/ Russ M. Fukano
                                       ---------------------------------
                                       Russ M. Fukano
                                       Attorneys for CytRx Corporation




                                       7

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