**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 PharmaServices, 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 ofthis 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 PRECISIONpurchased, 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 paidby 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 May23, 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 tomake 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, VITEXand 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 andafter 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 2below, 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 ReimbursementPayments. 

NOW, THEREFORE, for good and sufficient consideration, the receipt and sufficiency of which isacknowledged, 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 immediatelyavailable 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 itsobligation 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 thecovenants 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 foreverdischarge 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 orin 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 orunmatured, 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, anyof the following: 

 

a. the Deferred PaymentAmount; and 

 

b. the Reimbursement Payments andall 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 obligationto 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 PRECISIONhereby 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 causeof 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 theopportunity 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 Agreementregarding 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 DeferredPayment Amount, the Red Cross Collaboration Debt and the 

Reimbursement Payments. In furtherance of such acknowledgement, this Agreement shall be and remain in effectnotwithstanding 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 anyfactual 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 thesame instrument. 

 

9. Governing Law. The terms andprovisions 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]

 

NOTARIZEDSIGNATURES 

 

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]

 

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