SETTLEMENT AGREEMENT exhibit991.htm CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE This Confidential Settlement Agreement and Mutual General Release (the "Agreement"), is entered into as of this 28th day of

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CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

This Confidential Settlement Agreement and Mutual General Release (the "Agreement"), is entered into as of this 28th day of December, 2011, by and between Bovie Medical Corporation ("Bovie"), Andrew Makrides ("Makrides") and Moshe Citronowicz ("Citronowicz"), on the one hand, and Steve Livneh ("Livneh"), Henvil Corp. Ltd. ("Henvil"), and Lican Developments Ltd. ("Lican"), on the other hand. Each of Bovie, Makrides, Citronowicz, Livneh, Henvil and Lican is referred to herein individually as a "Party," and collectively as the "Parties." As used herein, the phrases "this Agreement," "hereto," "hereunder," and phrases of like import shall mean this Agreement. All capitalized terms shall have the meanings ascribed to them in the Agreement.

WHEREAS, on January 11, 2006, Bovie entered into a Consulting and Intellectual Property Assignment Agreement with Livneh and Henvil (the "Assignment Agreement"); and

WHEREAS, on October 2, 2006, Bovie entered into an Asset Purchase Agreement with Lican (the "Purchase Agreement"); and

WHEREAS, ancillary to the Purchase Agreement, Bovie entered into a Non-Competition Covenant with Lican (the "Non-Competition Covenant"); and

WHEREAS, ancillary to the Purchase Agreement, Bovie entered into an Employment Agreement with Livneh (the "Employment Agreement"); and

WHEREAS, on April 8, 2008, Livneh was elected to serve on the Board of Directors of Bovie; and

WHEREAS, on April 8, 2008, Livneh was appointed Chief Technology Officer of Bovie, a position that he held until it was discontinued on March 26, 2009; and

WHEREAS, on or about November 1, 2009, Bovie, Livneh and Lican began operating under a Consulting Services Agreement (the "Consulting Agreement"); and

WHEREAS, on or about April 12, 2010, Bovie entered into a Bill of Sale Agreement with Henvil (the "Bill of Sale Agreement"); and

WHEREAS, disputes arose between Bovie, Makrides and Citronowicz, on the one hand, and Livneh, Henvil and Lican, on the other hand; and

WHEREAS, on July 9, 2010, Bovie filed a Verified Complaint for Declaratory and Injunctive Relief and Damages and Demand for Jury Trial, captioned Bovie Medical Corporation v. Steve Livneh, Henvil Corp. Ltd., and Lican Developments, Ltd., Civil Action File No. 8:10-cv-01527-SCB-EAJ, in the Middle District of Florida, Tampa Division, alleging claims against Livneh, Henvil and Lican for breach of contract, breach of the implied covenant of good faith and fair dealing, breach of fiduciary duty and duty of loyalty, violation of the Uniform Trade Secrets Act, tortious interference with contractual, business and prospective business relations, defamation, slander of title, and unjust enrichment, and seeking damages, a declaratory judgment, and preliminary and permanent injunctions (the "Florida Litigation"); and

WHEREAS, on July 12, 2010, Bovie provided Livneh with 30 days' notice of termination of the Consulting Agreement; and

WHEREAS, on July 16, 2010, Bovie removed Livneh from its Board of Directors; and

WHEREAS, on December 20, 2010, Bovie filed a Verified Complaint for Declaratory and Injunctive Relief and Damages and Demand for Jury Trial in the Southern District of New York, captioned Bovie Medical Corporation v. Steve Livneh and Henvil Corp. Ltd., Civil Action File No. 10 Civ. 9529 (CM) (GWG), alleging claims against Livneh and Henvil for breach of contract and breach of the implied covenant of good faith and fair dealing, and seeking damages, a declaratory judgment, and preliminary and permanent injunctions (the "New York Litigation"); and

WHEREAS, on January 10, 2011, Livneh, Henvil and Lican filed a Counter-Complaint/Third Party Complaint in the Florida Litigation, alleging claims against Bovie, Makrides and Citronowicz for fraud, fraud in the inducement, fraudulent misrepresentation, breach of fiduciary duty, negligent misrepresentation, innocent misrepresentation, breach of contract, tortious interference, shareholder derivative, defamation, breach of good faith and fair dealing, violation of the Uniform Trade Secrets Act, and Florida Whistleblower's Act, and seeking damages, rescission, and a declaratory judgment; and

WHEREAS, Bovie, Makrides and Citronowicz deny Livneh's, Henvil's and Lican's claims and allegations in the Florida Litigation; and

WHEREAS, Livneh, Henvil and Lican deny Bovie's claims and allegations in the Florida Litigation and New York Litigation; and

WHEREAS, the Parties desire to finally and forever resolve all disputed matters between them existing as of the date of this Agreement, whether or not raised in the Litigation; and

WHEREAS, the Parties have entered into this Agreement to bring about such resolution;

NOW, THEREFORE, the Parties, with the intent of totally ending and forever foreclosing all matters or potential matters in dispute between the Parties up to the time of this Agreement, thereby assuring peace between the Parties based on such matters, in return for the mutual promises and consideration contained herein, the sufficiency of which is expressly acknowledged, agree as follows:

Together, the Lump Sum Payment, the Installment Payments, the Reimbursement of Business Expenses, the MEG Royalty Payment, and the transfer of title of the Vehicle shall constitute the "Settlement Amount." The Parties agree and acknowledge that the Settlement Amount shall constitute full, final, and complete settlement of any monies, liabilities, or other obligations claimed to be owed to Livneh, Henvil or Lican by Bovie, Makrides or Citronowicz based on any acts, events, incidents, occurrences, omissions or transactions from the beginning of time up to and including the date of this Agreement.

contact person for handling all future issues from Livneh relating to the MEG requiring input from Bovie. For purposes of this Agreement, the Parties agree and acknowledge that "Intellectual Property" shall include, but not be limited to, any and all United States and foreign patents (including design patents, industrial designs and utility models) and patent applications (including docketed patent disclosures awaiting filing, reissues, divisions, continuations-in-part and extensions), patent disclosures awaiting filing determination, inventions and improvements thereto; trademarks, service marks, trade names, trade dress, logos, business and product names, slogans, and registrations and applications for registration thereof; copyrights (including software) and registrations thereof; inventions, processes, designs, formulae, trade secrets, know-how, industrial models, confidential and technical information, manufacturing, engineering and technical drawings, product specifications and confidential business information; mask work and other semiconductor chip rights and registrations thereof; intellectual property rights similar to any of the foregoing; copies and tangible embodiments thereof (in whatever form or medium, including electronic media) ("Intellectual Property") and all rights thereunder or in respect thereof primarily relating to or used or held for use in connection with business, including, but not limited to, rights to sue for and remedies against past, present and future infringements thereof, and rights of priority and protection of interests therein under the laws of any jurisdiction worldwide and all tangible embodiments thereof. Livneh acknowledges and agrees that the tangible items being transferred pursuant to this Section are being acquired in as-is condition with no warranties, either expressed or implied, and that he is assuming all risks associated with such items.

Bovie's obligation to pay royalties under this Section 4(b) shall continue during the lifetime of the Seal-N-Cut patents, i.e., through March 20, 2030.

Chief Executive Officer

Bovie Medical Corporation

734 Walt Whitman Road

Mr. Moshe Citronowicz

Clearwater, FL 33760

If to Bovie, Makrides or Citronowicz, with a copy to:

Matthew T. Gomes, Esq.

Nelson Mullins Riley & Scarborough LLP

Atlantic Station / 201 17th Street, NW

Facsimile: (404) 322-6050

To Livneh, Henvil and/or Lican:

440 Dalhousie Street

Amhertsburg, Ontario, Canada N9V 1X3

Matthew W. Schlegel, Esq.

Kupelian Ormond & Magy, P.C.

25800 Northwestern Highway, Suite 950

Southfield, MI 48075

Facsimile: (248) 357-7488

If a Party's notice address or contact person changes, that Party shall notify the other Party of the change in writing within thirty (30) days sent to the present notice address.

The undersigned acknowledges that its authorized signatory has read and understands the foregoing Confidential Settlement Agreement and Mutual General Release, and that the undersigned agrees to the same and voluntarily executes the same this _____ day of ____________________, 2011.

Bovie Medical Corporation

By: _________________________________________

Print Name: __________________________________