EX-10.25






Exhibit 10.25




IN THE UNITED STATES DISTRICT COURT



FOR THE DISTRICT OF SOUTH CAROLINA



ANDERSON/GREENWOOD DIVISION




	 	 	 	 	 	 	 
	ST Holdings, Inc. and FWLL, LLC,

	 	 	)	 	 	Civil Action No. 8:07-cv-01585-GRA
	 

	 	 	)	 	 	 
	Plaintiffs,

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	vs.

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	Rockwell Medical Technologies, Inc.,

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	Defendant.

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 	 	 	 	 	 	 





MUTUAL RELEASE AND SETTLEMENT AGREEMENT

PLEASE READ CAREFULLY




          THIS MUTUAL RELEASE AND SETTLEMENT AGREEMENT (“Agreement”) memorializes the agreement entered
into on the 26th day of August, 2008, by and among Plaintiffs, FWLL, LLC and ST
Holdings, Inc. (collectively, the “Plaintiffs”) and Defendant, Rockwell Medical Technologies, Inc.
(“Defendant”) (collectively, the “parties’), and is intended to set forth the terms and conditions
of the agreement reached by the parties in connection with all disputes between them. This
Agreement is not and shall not be construed as an admission of liability or wrongdoing on the part
of any party hereto.




          WHEREAS, Plaintiffs initiated the above-captioned action (the “Litigation”), alleging claims
against Defendant for breach of contract, tenancy at will, conversion, trespass, trespass to
chattels, and gross negligence, all of which allegations are denied by Defendant;




 









 








          WHEREAS, Defendant answered Plaintiffs’ Complaint, denying liability to Plaintiffs;




          WHEREAS, the parties have agreed to amicably resolve the Litigation and to settle all matters
before them;




          NOW, THEREFORE, based on the mutual obligations set forth below and for such other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree
to the following settlement agreement:




          1. Unless the context plainly requires otherwise, the terms “Plaintiffs” includes Plaintiffs
FWLL, LLC and ST Holdings, Inc., in each and every capacity, together with their respective agents,
employees, subsidiaries, affiliates, investigators, insurers, attorneys, relatives, heirs,
executors, administrators, successors, and assigns. The term “Defendant” includes Rockwell Medical
Technologies, Inc., in each and every capacity, together with its respective agents, employees,
subsidiaries, affiliates, investigators, insurers, attorneys, relatives, heirs, executors,
administrators, successors, and assigns.




          2. Plaintiffs agree to irrevocably and unconditionally release and forever discharge Defendant
of and from any and all claims, damages, demands, actions, causes of action or suits at law,
whether in tort or in contract, in law or in equity, of any kind or nature whatsoever that may
exist or could be alleged to exist as of the date of this Agreement, including but not limited to
those claims asserted by Plaintiffs in the Litigation, for or because of any matter or thing done
or omitted to be done by Defendant, and the effects and results thereof, whether known or unknown
by Plaintiffs, from the beginning of time through the date of this Agreement. The parties
specifically acknowledge and agree, however, that this provision in no





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way prohibits any party from responding to a subpoena or any other lawful process issued by a
court or government agency.




          3. Defendant agrees to irrevocably and unconditionally release and forever discharge
Plaintiffs of and from any and all claims, damages, demands, actions, causes of action or suits at
law, whether in tort or in contract, in law or in equity, of any kind or nature whatsoever that may
exist or could be alleged to exist as of the date of this Agreement, for or because of any matter
or thing done or omitted to be done by Plaintiffs, and the effects and results thereof, whether
known or unknown by Plaintiffs, from the beginning of time through the date of this Agreement. The
parties specifically acknowledge and agree, however, that this provision in no way prohibits any
party from responding to a subpoena or any other lawful process issued by a court or government
agency.




          4. The parties represent and warrant that they have not assigned or transferred and that they
will not assign or transfer, any of the claims, or any portion thereof, which have or could have
been alleged or asserted in the Litigation and/or those which are being released or that are
contemplated by this Agreement, including, but not limited to, all claims, liens, obligations,
liabilities, charges, demands, actions, rights, debts, and causes of action, and from all liability
for legal or equitable relief of whatsoever nature, known or unknown, that they ever had, now have,
or may hereafter claim to have against any other party to the Litigation arising directly or
indirectly out of, in any way connected with, or related to, any facts, acts, conduct,
representations, omissions, contracts, claims, events, causes, matters, or things of any
conceivable kind or character, which were, or could have been, included in the Litigation.




          5. Within thirty (30) days of the execution of this agreement by all parties, Defendant will
make payment to Plaintiffs in the amount of THREE HUNDRED SEVENTY-




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FIVE THOUSAND AND 0/100 ($375,000.00) DOLLARS by delivery of settlement draft to the offices
of Nicholson & Anderson, 109 West Court Avenue, Greenwood, South Carolina 29646. This settlement
draft will be made payable to “FWLL, LLC, ST Holdings, Inc., and their attorneys, Nicholson &
Anderson.”




          6. On or before January 1, 2009, Defendant will make a second payment to Plaintiffs in the
amount of THREE HUNDRED SEVENTY-FIVE THOUSAND AND 0/100 ($375,000.00) DOLLARS by delivery of
settlement draft to the offices of Nicholson & Anderson, 109 West Court Avenue, Greenwood, South
Carolina 29646. This settlement draft will be made payable to “FWLL, LLC, ST Holdings, Inc., and
their attorneys, Nicholson & Anderson.”




          7. Within five (5) days of the execution of this agreement by both parties, a Consent
Stipulation of Dismissal with prejudice for the above-referenced civil action will be executed by
counsel for Plaintiffs and Defendant and filed with the Court.




          8. Plaintiffs and Defendant agree not to disparage one another in any manner, including with
respect to the allegations made in the Litigation.




          9. Plaintiffs and Defendant agree that the terms of the settlement set forth herein shall be
confidential except where disclosure is required by law.




          10. The parties mutually agree to cooperate and take all steps necessary and reasonable to
effectuate this Agreement.




          11. Nothing in this Agreement shall be construed as an admission by any party or its officers
or representatives of the validity of any claims by any other party or of any wrongdoing on their
part or on the part of any of its management representatives, and any such alleged wrongdoing
and/or liability is expressly denied.




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          12. The parties acknowledge they have received good and sufficient consideration for their
execution of this Agreement, and that the consideration stated herein is sufficient to support and
does, in fact, support the full and final release and waiver of all claims each may have against
the other.




          13. The parties expressly acknowledge and declare that no other or further contract, promise
or inducement whatsoever has been made to them by each other, that they have carefully read and
fully understand all of the provisions of this Agreement, that they have reviewed and discussed the
terms of this Agreement with their legal counsel and that the they have signed the Agreement of
their own free will and accord.




          14. The parties agree that they shall each bear their own attorneys’ fees, costs and expenses
associated with this action.




          15. The parties agree that this Agreement may be used in a subsequent proceeding in which
either of the parties alleges a breach of this agreement.




          16. The parties mutually agree that if any provision of this Agreement is found to be
unenforceable, said provision shall be severed from the Agreement and shall have no effect on the
enforceability of any other provision in the Agreement.




          17. This Agreement constitutes the complete understanding between the parties in this matter
and supersedes any and all prior or contemporaneous representations, promises, inducements,
understandings, and agreements. It may not be amended except by a written instrument signed by
Plaintiffs and Defendant.




          18. This Agreement may be executed in multiple counterparts, each of which shall be deemed an
original Agreement, and all of which shall constitute one agreement to be





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effected. Photocopies or facsimile copies of this Agreement may be treated as an original. A
duly authorized attorney may sign on behalf of a corporate entity.




          19. This Agreement shall be governed by the laws of the State of South Carolina and federal
law where applicable. The parties mutually agree that a breach of the terms of this Agreement
shall be deemed a violation of an Order of the Court.




          IN TESTIMONY WHEREOF, the parties have hereunto set their hands and seals the day and year
first written above.




[SIGNATURES ON FOLLOWING PAGE]




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	 	Rockwell Medical Technologies, Inc.
	 	 
	 
	 	 	 	 
	 

	 	/s/ Robert L. Chioini	 	 
	 

	 	 	 	 
	 

	 	By: Robert L. Chioini	 	 
	 

	 	Its: Chief Executive Officer	 	 
	 
	 	 	 	 
	 

	 	APPROVED:	 	 
	 
	 	 	 	 
	 

	 	/s/ Giles M. Schanen, Jr., Esq.	 	 
	 

	 	 	 	 
	Dated: September 24, 2008.

	 	Giles M. Schanen, Jr., Esq.	 	 
	 

	 	Counsel for Defendant	 	 
	 
	 	 	 	 
	 

	 	FWLL, LLC	 	 
	 
	 	 	 	 
	 

	 	/s/ Dwight Funderburk	 	 
	 

	 	 	 	 
	 

	 	By: Dwight Funderburk	 	 
	 

	 	Its: Managing Partner	 	 
	 
	 	 	 	 
	 

	 	APPROVED:	 	 
	 
	 	 	 	 
	 

	 	/s/ William H. Nicholson, Jr., Esq.	 	 
	 

	 	 	 	 
	Dated: September 24, 2008.

	 	William H. Nicholson, Jr., Esq.	 	 
	 

	 	Counsel for Plaintiff FWLL, LLC	 	 
	 
	 	 	 	 
	 

	 	ST HOLDINGS, INC.	 	 
	 
	 	 	 	 
	 

	 	/s/ J. Benjamin Lawrence	 	 
	 

	 	 	 	 
	 

	 	By: J. Benjamin Lawrence	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	APPROVED:	 	 
	 
	 	 	 	 
	 

	 	/s/ William H. Nicholson, Jr., Esq.	 	 
	 

	 	 	 	 
	Dated: September 24, 2008.

	 	William H. Nicholson, Jr., Esq.	 	 
	 

	 	Counsel for Plaintiff, ST Holdings, Inc.	 	 






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