THIS RELEASE AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2021 by and between NEUROBO PHARMACEUTICALS, INC., a Delaware corporation, whose address is 200 Berkeley Street, Office 19th Floor, Boston, Massachusetts 02116 (the “Company”) and AKASH BAKSHI whose address is as reflected in the personnel records of the Company (“Employee”). Capitalized terms used but not defined in this Agreement will have the meanings ascribed to them in the Employment Agreement between Employee and the Company dated December 31, 2020 (the “Employment Agreement”).
WHEREAS, Employee has been employed as a Chief Operating Officer and Senior Vice President of the Company since December 31, 2020; and
WHEREAS, the Company and Employee (collectively, the “Parties” and each, without distinction, a “Party”) have mutually agreed to terminate Employee’s existing employment relationship with the Company on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
EMPLOYMENT TERMINATION, PAYMENTS AND RESIGNATION
RELEASES AND NON-DISPARAGEMENT
To the fullest extent permitted by law, Employee will not take any action that is contrary to the promises Employee has made in this Agreement. Employee represents that Employee has not filed any lawsuit, arbitration, or other claim against any of the Company’s Released Parties. Employee states that Employee knows of no violation of state, federal, or municipal law or regulation by any of the Company’s Released Parties, and knows of no ongoing or pending investigation, charge, or complaint by any agency charged with enforcement of state, federal, or municipal law or regulation. While nothing in this Agreement prevents state or federal agencies from enforcing laws within their jurisdictions, Employee agrees Employee shall not receive any individual monetary damages, recovery and/or relief of any type related to any released claim(s), whether pursued by Employee or any governmental agency, other person or group; provided that nothing in the Agreement prevents Employee from participating in the whistleblower program maintained by the SEC and receiving a whistleblower award thereunder. Employee hereby agrees that the release set forth in this Agreement shall be and remain in effect in all respects as a complete general release as to the matters released. Notwithstanding anything in this Agreement to the contrary, nothing herein releases any claim for indemnification, contribution, defense or coverage, from or through the Company or its insurers, under the Company’s (or its affiliates’) charter, By-laws, applicable law, or applicable insurance policies, with respect to prior actions or inactions relating in any way to Employee’s duties as an employee or officer of the Company. The Company further represents, warrants, and agrees that, to the extent the Company requests any assistance by Employee following the Resignation Date, the Company will defend, indemnify, and hold Employee harmless for any actions or inactions arising out of or relating to such assistance to the same extent as when Employee was an active employee and/or officer of the Company.
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Employee further represents that Employee understands and acknowledges the significance and consequence of such release as well as the specific waiver of Section 1542.
harm the reputation of the Company or any of its subsidiaries, affiliates, directors, or officers or tortiously interfere with any of the other Company’s business relationships. The Company likewise agrees that the Company shall not make or cause to be made any statements, observations, opinions, or communications that in any way materially disparages Employee or Employee’s performance as an employee and/or officer of the Company. Any violation of the covenant contained in this Section 2.5 will result in irreparable damage and the aggrieved party shall be entitled to injunctive and other equitable relief. This provision shall expire five (5) years after the Resignation Date.
REPRESENTATIONS AND WARRANTIES
Signatures on the Following Page
IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first written above.
Neurobo Pharmaceuticals, Inc.
Richard Kang, Ph.D.
CEO and President
Signature Page to
Signature to Update Release Provision:
(To be signed by Employee on or within seven (7) days after the Termination Date)
Capitalized terms used below have the meanings set forth in the foregoing Separation and Release Agreement (the “Agreement”). In consideration of the promises set forth in the Agreement, Employee, on behalf of himself and the Employee Releasing Parties, fully and forever releases, acquits, and discharges the Company’s Released Parties from any liability relating to any claims and rights that may have arisen between Employee signature date on the preceding signature page and Employee’s signature date referenced below, consistent with Employee’s initial release of claims set forth under Section 2.1 of the Agreement.
SIGNATURE PAGE TO
UPDATED RELEASE EFFECTIVE ON RESIGNATION DATE