Exhibit 10.23
20 July, 2001
MUTUAL RELEASE
THIS RELEASE ("RELEASE"), is made by and among
Ocean Power Corporation, a Delaware corporation having a
principal place of business at 5000 Robert J. Parkway, El Dorado Hills,
California 95762, United States of America ("Ocean Power"),
on the one hand, and
Aquamax (International) Holding B.V., a Dutch corporation
having a principal place of business at Locatellikade 1,
Parnassustoren, 1076 AZ Amsterdam, P.O. Box 75215, 1070 AE Amsterdam,
The Netherlands ("Aquamax"), and
Keeran Corporation N.V., a Netherlands Antilles Corporation
having a principal place of business at World Trade Center Curacao,
Unit BC.II.01-04, Piscadera Bay, Willemstad, Curacao, Netherlands
Antilles ("Keeran"), on the other.
Ocean Power, Aquamax and Keeran may each be referred to herein as a "Party" and
collectively as the "Parties."
WHEREAS, the Parties previously entered into that certain
Aquamax-Keeran-Ocean Power Licensing Agreement, fully executed on September 21,
2000 (the "Original Agreement"); and
WHEREAS, the Parties desire to release one another from all
duties, obligations, covenants and representations under or arising out the
Original Agreement and to relinquish all of their respective rights, powers,
privileges, interests and claims under or arising out of the Original Agreement;
NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, including,
inter alia, the signing of this Release by each Party, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Ocean Power hereby releases, acquits and forever discharges
Aquamax and Keeran, jointly and severally, their subsidiaries and affiliates,
and their respective directors, officers, employees and agents (for purposes of
this Release, collectively referred to herein as "Aquamax and Keeran") from any
and all duties, obligations, covenants and representations and warranties under
or arising out of the Original Agreement.
2. Aquamax and Keeran, jointly and severally, hereby release,
acquit and forever discharge Ocean Power, its subsidiaries and affiliates, and
their respective directors, officers, employees and agents (for purposes of this
paragraph, collectively referred to herein as "Ocean Power") from any and all
duties, obligations, covenants and representations and warranties under or
arising out of the Original Agreement.
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3. Ocean Power hereby relinquishes and releases all of its
rights, powers, privileges, interests and claims under or arising out of the
Original Agreement.
4. Aquamax and Keeran hereby relinquish and release all of
their rights, powers, privileges, interests and claims under or arising out of
the Original Agreement.
5. This Release shall in no way be construed as an admission
of any liability by any Party. This Release shall be binding upon and inure to
the benefit of the Parties and their respective legal representatives,
successors and assigns.
6. The Parties shall not:
(i) disclose the contents or substance of the Original
Agreement;
(ii) disclose any facts regarding the dealings among the
Parties from the execution date of the Original Agreement up
to the date hereof;
(iii) issue any statements or press releases concerning the
termination of the Original Agreement
to any third-parties, for a period of ten (10) years from the date
hereof. Notwithstanding anything contained in this Release to the
contrary, any Party may disclose the terms of this Release and/or the
Original Agreement, to the extent required by law or in connection with
any financial or other disclosure obligation, or if required pursuant
to subpoena or other court-ordered process, provided that, in the event
that a Party is served with a subpoena or other court-ordered process,
it shall first notify the other Parties, in writing, and shall
thereafter not make any such disclosure of the terms of the Original
Agreement for a period of ten (10) business days following such
notification.
6. The validity of this Release is subject to that certain
Side Letter by and among Ocean Power, Aquamax, Keeran, Hadwaco Ltd. Oy, and
Balantun Oy (Newco), dated 20 July, 2001. If the circumstances described in
paragraph 1 of the Side Letter come to pass, then this Release shall be null and
void and of no effect.
OCEAN POWER CORPORATION
By: /s/ Philip Johnson
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Name: Philip Johnson
Title: VP Ocean Power
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Date: 20 July 2001
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AQUAMAX (INTERNATIONAL) HOLDING B.V.
By: /s/ Rainer Sjostrom
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Name: Rainer Sjostrom
Title: ___________________
Date: 20 July 2001
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KEERAN CORPORATION N.V.
By: /s/ Rainer Sjostrom
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Name: Rainer Sjostrom
Title: ___________________
Date: 20 July 2001
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