exv10w29



 





Exhibit 10.29




SETTLEMENT TERM SHEET AGREEMENT




     This agreement, dated September 29, 2006, is between Ethypharm S.A. France and Ethypharm S.A.
Spain (individually and collectively, “Ethypharm”) and Bentley Pharmaceuticals, Inc. (“Bentley”)
and Laboratorios Belmac S.A. (“Belmac”). Ethypharm, Bentley and Belmac (collectively, “the
Parties”) have reached a settlement of their dispute. The Parties intend to reduce the terms of
the settlement to a written agreement for execution within the next thirty days, following approval
of their respective boards of directors. In advance of preparing the Settlement Agreement, the
parties have signed this term sheet, fully intending this to be a legally binding document. The
principal terms of the Parties’ agreement are as follows:




	 	1.	 	Ethypharm will cause the lawsuit captioned Ethypharm S.A. France and
Ethypharm S.A. Spain v. Bentley Pharmaceuticals, Inc., United States District Court
for the District of Delaware, Civil Action No. 04-1300-SLR (the “Delaware Action”)
to be dismissed with prejudice, with all parties paying their own costs and
attorneys’ fees and waiving all rights of appeal.
	 
	 	2.	 	Ethypharm will cause the patent litigation that it has filed against
Belmac in Spain, Ethypharm S.A. v. Laboratorios Belmac, S.A., Juzgado de lo
Mercantil N° 5, Procedimiento Ordinario 170 / 2005, filed on April 20, 2005 (the
“Spanish Action”) to be dismissed with prejudice, with all parties paying their own
costs and attorneys’ fees and waiving all rights of appeal.
	 
	 	3.	 	The Parties will release each other from any all claims and
counterclaims that were brought or could have been brought in the Delaware Action
or in the Spanish Action, including without limitation claims of misappropriation
of trade secrets, interference with customer or advantageous commercial relations
and




 









 






	 	 	 	patent infringement, and will release each other from all claims and demands of any
description that they have now or may have against each other concerning or arising out
of the facts or claims concerning omeprazole, either in its organic or aqueous
formulations, lansoprazole or other pellet drugs arising out of the facts or claims
asserted in the Delaware Action or the Spanish Action. The parties will further
release each other from all other claims and demands that they have or may have against
each other, through and including the execution date of the Settlement Agreement. 
	 
	 	4.	 	Belmac will pay Ethypharm as follows:
	 
	 	 	 	$ 4 million upon execution of the Settlement Agreement; and
	 
	 	 	 	$ 4 million paid in equal installments over the next four years.
	 
	 	 	 	Bentley will guarantee all such payments.
	 
	 	5.	 	The Parties agree that terms of this settlement will be confidential
except as may be required by law, necessary to effect the terms of the settlement,
or otherwise necessary for the internal business communications of the Parties.
	 
	 	6.	 	Nothing in the settlement will constitute an admission of any kind or
an acknowledgment of liability, including the issue of agency.
	 
	 	7.	 	The Parties will return or certify the destruction of each other’s
Confidential or Highly Confidential documents that were produced, with the
exception of any court pleadings or appendices thereto, as provided in the
Stipulated Protective Order.
	 
	 	8.	 	The Parties acknowledge that board approval of these terms is required,
which approval shall be obtained by October 6, 2006.





 









 





	 	 	 
	ETHYPHARM S.A. FRANCE and

	 	BENTLEY PHARMACEUTICALS, INC.
	ETHYPHARM S.A. SPAIN
	 	 






	 	 	 
	By:

	 	By:
	 
	 	 
	/s/ Gérard M. LeDuc

	 	/s/ James Murphy
	 

	 	 
	Gérard M. LeDuc, Président & CEO

	 	James Murphy, Chairman and CEO
	Ethypharm, SA France

	 	Bentley Pharmaceuticals, Inc.
	194, Bureaux de la Colline

	 	2 Holland Way
	Bâtiment D – 92213 Saint-Cloud Cedex

	 	Exeter, New Hampshire 03833
	France

	 	USA
	 
	 	 
	Gérard M. LeDuc, Presidente
	 	 
	Ethypharm, S.A Madrid Spain
	 	 








LABORATORIOS BELMAC, S.A.




	 	 	 
	By:
	 	 
	 
	 	 
	/s/ Adolfo Herrera
 


	 	 
	Adolfo Herrera, Director General
	 	 
	Laboratorios Belmac, S, A
	 	 
	Calle Teide, n. 4 planta baja
	 	 
	Parque Empressarial “La Marina”
	 	 
	28700 San Sebastian de los Reyes, MADRID
	 	 






Dated: September 29, 2006