Conceptus (CPTS)

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him, must have materially affected his settlement with the debtor.”

(c)           Each Party hereby represents and warrants to and agrees with the other Party that such Party is the sole and lawful owner of all right, title, and interest in and to every Claim and every matter that such Party purports to release, and that such Party has not heretofore assigned or transferred, or purported or attempted to assign or transfer to any person, or entity, any Claims or other matters herein released.

(d)           (i)            Dr. Comité shall indemnify, defend and hold harmless each of the Company Parties from and against, and reimburse each of the Company Parties for any and all future Claims against such Company Parties arising out of or relating to such assignment or transfer by Dr. Comité of any Claims or other matters released herein.

(ii)           The Company shall indemnify, defend and hold harmless each of the Comité Parties from and against, and reimburse each of the Comité Parties for any and all future Claims against such Comité Parties arising out of or relating to such assignment or transfer by the Company of any Claims or other matters released herein.

(e)           Except as otherwise provided herein, each Party represents, warrants and agrees that such Party shall not bring, commence, institute, maintain or prosecute or allow any person, entity or organization to bring, commence, institute, maintain or prosecute in her or its name, any action at law or in equity, or any legal proceeding whatsoever, in any jurisdiction, based in whole or in part, or arising out of or relating to the Consulting Agreement, including without limitation any and all Claims made or raised or that could have been asserted by any Comité Party or any Company Party. Notwithstanding Section 3(d) below, this Agreement may be pled as a full and complete defense to, and may be used as a basis for injunctive relief against, any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of this Agreement.

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