Exhibit 1.1
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (“Agreement”)
is made and entered into as of January 23, 2017 (the “Effective Date”) by and between Neogen Corporation and SenesTech,
Inc. (the “Parties” and each a “Party”).
Recitals
A. Neogen
and SenesTech entered into an Exclusive License Agreement on May 15, 2014 (the “License Agreement”).
B. Neogen
and SenesTech have been engaged in discussions about their respective obligations under the License Agreement.
C. On
January 19, 2017, Neogen filed a complaint against SenesTech in U.S. District Court for the District of Arizona (the “District
Court Action”).
D. Neogen
and SenseTech now terminate the License Agreement on the terms set forth in this Agreement.
Agreement
1.
Payment
.
SenesTech shall cause $1,000,000.00 to be delivered to Neogen or wire-transferred to an account designated by Neogen on or before
January 23, 2017.
2.
Termination
of License Agreement
. The License Agreement will terminate as of the Effective Date and have no further force or effect, with
neither Neogen nor SenesTech having any obligations thereunder, except that all obligations of confidentiality set forth in Section
9 shall remain in full force and effect, and each party shall return to the other party all copies of such other party’s
Confidential Information within its possession, custody or control on or before February 22, 2017.
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3.
Releases
.
With the sole exception of any claims that may arise in the future relating to the interpretation and/or enforcement of this Agreement
or SenesTech’s non-payment of the amount specified in Paragraph 1, including confidentiality obligations under Section 9
of the License Agreement, Neogen and SenesTech fully and finally generally release, remise, acquit, and forever discharge each
other and their shareholders, officers, directors, agents, employees, insurers, attorneys, predecessors, successors, parent, subsidiary,
sister and all other related or affiliated entities, and assigns from any and all actions, causes of action, demands, rights, damages,
or costs whatsoever, including court costs, legal expenses and attorneys’ fees, which either Neogen or SenesTech may now
have or had against the other that arise from or relate to the License Agreement, including the claims asserted by Neogen in the
District Court Action. Neogen and SenesTech understand and agree that the foregoing releases extend to all claims of every nature
and kind, known or unknown, which Neogen has or may have against SenesTech and which SenesTech has or may have against Neogen that
arise from or relate to the License Agreement. The Parties expressly waive any benefits they may have under Section 1542 of the
Civil Code of the State of California which provides as follows:
“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,”
and any and all provisions, rights, and benefits of any similar
statute or law of Arizona, Delaware, Michigan, or of any other jurisdiction, to the fullest extent they may lawfully waive such
provisions, rights or benefits.
4.
Dismissal
of the District Court Action
. Within five business days after the Agreement has been executed and the payment described in
Paragraph 1 has been made, Neogen, through counsel, shall dismiss the District Court Action by filing with the District Court for
the District Court of Arizona a Notice of Dismissal With Prejudice.
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5.
Attorneys’
Fees and Costs
. Neogen and SenesTech agree that they will each be responsible for any legal fees, costs, and expenses they
may have incurred in connection with the License Agreement and the District Court Action.
6.
No
Admission of Liability
. It is understood that this Agreement is a settlement of disagreements that have arisen between Neogen
and SenesTech and that the making of this Agreement shall not be construed or considered to be an admission of any liability by
either Neogen or SenesTech to the other, or of the merits of any allegations or claims that may have been raised between them,
including those made by Neogen in the District Court Action.
7.
Entire
Agreement
. Neogen and SenesTech hereby confirm that this Agreement is fully integrated, represents the entire understanding
between them, and that there are no other agreements, representations, promises or negotiations which have not been embodied expressly
herein.
8.
Amendment,
Modification or Termination
. This Agreement may be modified, amended or terminated only by a writing executed by both Neogen
and SenesTech.
9.
Governing
Law
. This Agreement shall be construed and enforced in accordance with the laws of the State of Michigan without regard to
the application of conflicts of laws.
10.
Successors
and Assigns
. This Agreement is and shall be binding upon (i) the officers, directors, successors and assigns of each Party,
(ii) each past, present, direct or indirect parent, subsidiary, division or affiliated entity of each Party, and (iii) each past
or present agent, representative or shareholder of the respective Parties.
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11.
Execution
in Counterparts
. This Agreement may be executed in one or more duplicates or counterparts, each of which shall be deemed to
be a part of the fully-executed original of this Agreement. Facsimile or scanned signatures shall be accepted by the Parties as
originals. This Agreement shall become binding when both Parties have executed the Agreement and provided an executed copy to the
other Party.
12.
Authority
.
Each Party warrants that any person executing this Agreement on its behalf has the full authority to do so.
13.
Attorney’s
Fees.
The prevailing party in any litigation involving this Agreement shall be entitled to recover, in addition to any other
relief obtained, the costs and expenses, including reasonable attorney’s fees and expenses, incurred by the prevailing party.
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IN WITNESS WHEREOF, the Parties hereto have
caused this Agreement to be executed by their duly authorized representatives.
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/s/ James Herbert
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Neogen Corporation
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By:
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/s/ James Herbert
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Its:
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CEO
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/s/ Loretta P. Mayer
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SenesTech, Inc.
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By:
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Loretta P.
Mayer
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Its:
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Chair and
CEO
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Exhibit 99.1
SenesTech and Neogen Mutually Agree to
Terminate Neogen Technology License
SenesTech Free to Manufacture and Sell its
Ground-breaking Rodent Control Product in North America
---
FLAGSTAFF, Ariz., January 23, 2017 – SenesTech, Inc. (NASDAQ:
SNES), today announced that Neogen, its North American licensee, and the Company have agreed to terminate all license and marketing
agreements, giving SenesTech the control of all intellectual property related to the commercialization rights of its ContraPest
rodent control product.
"We are elated by this agreement and energized that we
will control our destiny for the ContraPest rodent control product in North America," expressed Dr. Loretta Mayer, SenesTech's
Chair, CEO and co-founder. "We have had the highest regard for Neogen. The status of our mutual agreement has been an ongoing
discussion and following very recent meetings and information exchanges necessitated the mutual termination. We fully
understand, Neogen makes its decisions based on what is right for their product interests, their shareholders and their customer
base; just as we must do for our shareholders and ContraPest's significant potential as a non-lethal alternative for rodent control."
"We expect the impact on the pace of our commercialization
of ContraPest will be negligible in the short term," Dr. Mayer continued. "We believe the long term impact on our growth
is extremely positive. The Company currently has the internal manufacturing capacity in place to handle demand through the end
of the year. We are assessing the needs for all future commercialization including strategic partner alignments. Given how
far we have progressed as a company and how ContraPest has progressed as a product, the terms of any future agreements are expected
to be more economically favorable to SenesTech than the current Neogen contract."
Under the terms of the original agreement Neogen made certain
payments to SenesTech. SenesTech has agreed to reimburse these payments and to buy out Neogen for a total of $1 million. Neogen
has agreed to terminate all existing contracts with SenesTech. Both Neogen and SenesTech further agree to drop any and all legal
complaints, claims or threat of litigation for failure to perform under the previous contractual relationship. The agreement has
been confirmed through an exchange of letters, and will be restated in a written settlement agreement.
Conference Call
SenesTech has scheduled a conference call for today, Monday,
January 23, 2017, at 4:30 pm ET (2:30 pm AZ time). Interested parties can access the conference call by dialing (800) 860-2442
or (412) 858-4600 or can listen via a live Internet webcast, which is available in the Investor Relations section of the Company's
website
senestech.investorroom.com.
A teleconference replay of the call will be available
for three days at (877) 344-7529 or (412) 317-0088, confirmation # 10100388. A webcast replay will be available in the Investor
Relations section of the Company's website at
senestech.investorroom.com
for 30 days.
About SenesTech
SenesTech has developed an innovative technology for managing
animal pest populations through fertility control as opposed to a lethal approach.
The Company's first fertility control product, ContraPest
®
,
will be marketed for use initially in controlling rat infestations. ContraPest's novel technology and approach targets the
reproductive capabilities of both sexes, inducing egg loss in female rodents and impairing sperm development in males. Using proprietary
bait stations, ContraPest is dispensed in a highly palatable liquid formulation that promotes sustained consumption by rodent
communities. ContraPest is designed, formulated and dispensed to be safe for handlers and non-target species such as wildlife,
livestock and pets, in a biodegradable product. In contrast, the historical approach to managing rodent pest populations, rodenticides,
carries a high risk of environmental contamination and the poisoning of non-target animals, pets and children.
We believe our non-lethal approach, targeting reproduction,
is more humane, less harmful to the environment, and more effective in providing a sustainable solution to pest infestations than
traditional lethal pest management methods. There is currently no other non-lethal fertility control product approved by the Food
and Drug Administration (FDA), or the Environmental Protection Agency (EPA), for the management of rodent populations. We
believe ContraPest
®
will establish a new paradigm in rodent control, resulting in improved performance in rodent
control over rodenticides, without the negative environmental effects of rodenticides. For more information visit the SenesTech
website at
www.senestech.com
.
Safe Harbor Statement
This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe
future expectations, plans, results, or strategies and are generally preceded by words such as "may," "future,"
"plan" or "planned," "will" or "should," "expected," "anticipates,"
"draft," "eventually" or "projected." You are cautioned that such statements are subject to a multitude
of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected
in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking
statements as a result of various factors and other risks identified in our filings with the Securities and Exchange Commission.
All forward-looking statements contained in this press release speak only as of the date on which they were made and are based
on management’s assumptions and estimates as of such date. We do not undertake any obligation to publicly update any forward-looking
statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise.
CONTACT:
Investor: Robert Blum, Joe Dorame, Joe Diaz, Lytham Partners,
LLC, 602-889-9700,
senestech@lythampartners.com
Company: Tom Chesterman, Chief Financial Officer, SenesTech,
Inc, 928-779-4143