AGREEMENT AND MUTUAL RELEASE



 EXHIBIT 10.24 
  
 AGREEMENT AND MUTUAL RELEASE 
  

This AGREEMENT AND MUTUAL RELEASE (the “Agreement”) is entered into as of the 12th day of January 2004, by and between V.I.
Technologies, Inc., a Delaware Corporation, and any of its divisions, parents, subsidiaries, directors, officers, shareholders, employees, agents, representations, attorneys, successors and assigns (“VITEX”), and Precision Pharma
Services, Inc., a Delaware corporation, and any of its divisions, parents, subsidiaries, directors, officers, shareholders, employees, agents, representatives, attorneys, successors and assigns (“PRECISION”). The effective date of
this Agreement shall be the date that each of PRECISION and VITEX have performed all of their respective obligations as set forth in Sections 1 and 2 below (the “Effective Date”). 
  
 RECITALS 
  
 WHEREAS, on August 13, 2001, VITEX and PRECISION entered into an Asset Purchase Agreement pursuant to which PRECISION
purchased, among other things, the manufacturing and processing business of VITEX located in Melville, New York (the “Asset Purchase Agreement”); and 
  
 WHEREAS, pursuant to the Asset Purchase Agreement, a second installment of $3,000,000 of the purchase price was to be paid
by PRECISION to VITEX on the second year anniversary of the closing of the asset purchase transaction, subject to VITEX’s indemnification obligations (the “Deferred Cash Amount”); and 
  
 WHEREAS, pursuant to a letter agreement between VITEX and PRECISION dated May
23, 2003, the payment date of the Deferred Cash Amount was deferred until December 31, 2004, subject to a thirty day grace period for payment; and 
  
 WHEREAS, on April 9, 2003, VITEX and the American National Red Cross (“ANRC”) entered into an agreement pursuant to which VITEX agreed to
make a one-time principal payment and 35 subsequent monthly installment payments (the “Monthly Payments”) to ANRC in the aggregate amount of $3,532,253 plus interest, of which the amount of $2,440,825 is currently outstanding (the
“Red Cross Collaboration Debt”); and 
  
 WHEREAS,
pursuant to Section 9.7(b) of the Asset Purchase Agreement, PRECISION has agreed to provide VITEX with immediately available funds for all principal amounts which VITEX is required to repay with respect to the Red Cross Collaboration Debt (the
“Reimbursement Payments”); and 
  
 WHEREAS, VITEX
and PRECISION desire to satisfy in full, discharge and terminate PRECISION’s obligation to pay the Deferred Cash Amount and to satisfy in full, discharge and terminate PRECISION’s obligation to pay additional Reimbursement Payments on and
after the Effective Date in exchange for the PRECISION Consideration as such term is defined in Section 1 below; and 
  
 WHEREAS, on the Effective Date, following payment and performance of the obligations of each of PRECISION and VITEX as set forth in Sections 1 and 2
below, each of PRECISION and VITEX desire to release and hold harmless the other party from any and all obligations directly or indirectly related to or arising from the Deferred Cash Amount, the Red Cross Collaboration Debt and the Reimbursement
Payments. 







 NOW, THEREFORE, for good and sufficient consideration, the receipt and sufficiency of which is
acknowledged, VITEX and PRECISION agree as follows: 
  
 1.
Payment of the PRECISION Consideration to VITEX: Upon the Effective Date, PRECISION shall deliver to VITEX the following consideration (“PRECISION Consideration”): 
  
 a. A cash payment in the amount of $1,500,000 in immediately
available funds wired to an account designated by VITEX; and 
  
 b. The transfer of 4,382,353 shares of VITEX common stock owned by PRECISION to VITEX for cancellation. 
  
 2. VITEX release of PRECISION obligations: Upon payment in full of the PRECISION Consideration, VITEX agrees to release PRECISION from its
obligation to pay the Deferred Cash Amount and from its obligation to pay additional Reimbursement Payments and all other obligations, if any, under Section 9.7(b) of the Asset Purchase Agreement on or after the Effective Date. 
  
 3. Mutual Release. On the Effective Date, in consideration of the
covenants provided in this Agreement, and other good and valuable consideration, following performance of the obligations of each of PRECISION and VITEX as set forth in Sections 1 and 2 above, each of VITEX and PRECISION agree to release and forever
discharge the other party and each of its respective heirs, successors and assigns, from and against any and all claims, demands, causes of actions, suits, damages, judgments or obligations of whatsoever nature, kind or character, whether at law or
in equity, whether now existing or hereafter arising under the laws of the Commonwealth of Massachusetts, the United States of America or any other state or political subdivision, whether now known or unknown, suspected or unsuspected, matured or
unmatured, whether having already arisen or hereafter to arise, which the parties or any of their successors and assigns may now or hereafter have against any of such parties based upon, or arising out of, in any manner, directly or indirectly, any
of the following: 
  
 a. the Deferred Payment
Amount; and 
  
 b. the Reimbursement Payments and
all other obligations, if any, under Section 9.7(b) of the Asset Purchase Agreement. 
  
 provided, however, that if ANRC makes any claims or demands upon PRECISION for repayment of any portion of principal of or interest on the Red Cross Collaboration Debt, which the parties hereto agree that PRECISION has no obligation
to pay, VITEX agrees to indemnify and hold harmless PRECISION from and against any and all claims, demands, losses and costs, including attorneys fees, incurred by PRECISION arising out of or relating to the Red Cross Collaboration Debt. 

 
 4. Representations and Warranties. Each of VITEX and PRECISION
hereby represents and warrants to the other that: 
  
 a. It has the right, power and authority to enter into this Agreement and this Agreement, and the transactions contemplated hereby, have been duly authorized by all necessary corporate actions; 
  
 b. It has not assigned in part or all of any claim or cause
of action within the scope of this Agreement; 
  
 c. No consent or approval of any governmental or quasi-governmental authority or any third party, which consent has not heretofore been obtained, is necessary for the effectiveness of this Agreement; 
  
 d. It has reviewed this Agreement and it has had the
opportunity to consult with an attorney of its choice regarding the terms and provisions of this Agreement; and 
  
 e. It has executed this Agreement with full and complete authority and of its free will, act and deed. 
  
 5. Amendment of Asset Purchase Agreement. On the Effective Date,
following performance of the obligations of each of PRECISION and VITEX as set forth in Sections 1 and 2 above and pursuant to the amendment provisions of Section 12.3 of the Asset Purchase Agreement, Section 9.7(b) of the Asset Purchase Agreement
regarding the Reimbursement Payments shall be deleted in its entirety. 
  
 6. Further Acknowledgments. The parties hereby acknowledge that this Agreement is being entered into in compromise, settlement, satisfaction in full, discharge and termination of all obligations between the parties as to the Deferred
Payment Amount, the Red Cross Collaboration Debt and the 







 Reimbursement Payments. In furtherance of such acknowledgement, this Agreement shall be and remain in effect
notwithstanding the discovery or existence of any new additional facts or any facts different from that which the parties to this Agreement now know or believe to be true. Nothing herein shall be admissible in any proceeding as an admission of any
factual matter against any party hereto. 
  
 7.
Integration. This Agreement and the Asset Purchase Agreement contain the complete and integrated agreement of the parties hereto with respect to the subject matter hereof. The terms of this Agreement are contractual and not a mere recital.
None of the parties hereto have relied upon any representations of any other party hereto other than as expressly stated herein. 
  
 8. Counterparts. This Agreement may be executed in as many counterparts as may be convenient or required, all of which shall be deemed one and the
same instrument. 
  
 9. Governing Law. The terms and
provisions hereof shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles. 
  
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 
  

			
	 V.I. TECHNOLOGIES, INC.

		
	 By:
	 	 /s/ Thomas T. Higgins


	 	 	 Name: Thomas T. Higgins

	 	 	 Title: Executive Vice President, Operations and Chief Financial Officer

	
	 PRECISION PHARMA SERVICES, INC.

		
	 By:
	 	 /s/ James A. Moose


	 	 	 Name: James A. Moose

	 	 	 Title: President and Chief Executive Officer










 NOTARIZED SIGNATURES 
  

	 Middlesex, ss. 
	 January 12, 2004 


  
 Then personally appeared the above-named Thomas T. Higgins, as the Executive Vice President, Operations and Chief Financial Officer of V.I. Technologies,
Inc., on January 12, 2004 and acknowledged the foregoing to be his free act and deed, in such capacity, before me. 
  

			
	 /s/ Shamoi. F. Ghaffari


	 Notary Public

	
	 Shamoi F. Ghaffari


	 Print Name of Notary Public

	
	 My Commission Expires: 11/26/2004

	
	 [NOTARIAL SEAL]



  
 NOTARIZED
SIGNATURES 
  

	 Suffolk, ss. 
	 January 12, 2004 


  
 Then personally appeared the above-named James A. Moose, as President and Chief Executive Officer of Precision Pharma Services, Inc., on January 12, 2004,
and acknowledged the foregoing to be his free act and deed, in such capacity, before me. 
  

			
	 /s/ Anne M. Power


	 Notary Public

	
	 Anne M. Power


	 Print Name of Notary Public

	
	 My Commission Expires: 10/27/06

	
	 [NOTARIAL SEAL]



  
 ---