IGI INC
EXHIBIT 10.99
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>igi-1099.txt
<DESCRIPTION>EXHIBIT 10.99
<TEXT>

                                                              Exhibit 10.99

                      SETTLEMENT AGREEMENT AND RELEASE

      This Settlement Agreement and Release ("Agreement") is made by and
between IGI, Inc., successor to Medatz, Inc. and ImmunoGenetics, Inc.
(hereafter" IGI") and LEXINGTON INSURANCE COMPANY ("LEXINGTON").  IGI and
LEXINGTON are collectively referred to herein as the "PARTIES" to this
Agreement.

      WHEREAS, IGI was, at the request of the New Jersey Department of
Environmental Protection, required to remediate environmental contamination
at or from 711 Harding Highway, Buena, New Jersey ("the Site").

      WHEREAS, IGI asserts defense and indemnification coverage from
Lexington due to contamination at or from the Site pursuant to Policy:

                   5558837 (EFFECTIVE 01/01/84 - 01/01/85)

      WHEREAS, LEXINGTON disputes IGI's claim to coverage;

      WHEREAS, without admission of any kind, and to avoid the costs,
efforts and further delays, IGI and LEXINGTON desire to amicably and in good
faith resolve all issues relating to indemnification and defense by entering
into this Agreement.

      NOW, THEREFORE, in consideration of and in reliance upon the recitals,
promises, covenants, understandings, obligations set forth herein, the
PARTIES hereto mutually agree as follows:

1.    PAYMENT BY LEXINGTON

      In accordance with the terms set forth herein, and contingent upon
receipt of an executed copy of this Agreement by IGI, LEXINGTON will pay to
IMMUNOGENETICS the sum of ONE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS AND ZERO
CENTS ($175,000.00). Said payment is to be made within sixty (60) days after
execution of this Agreement by IGI and shall be deemed complete upon First
Class Mail to Flaster/Greenberg, counsel for IGI.

2.    RELEASE BY IGI

      In consideration for the above payment, IGI hereby releases, remises,
and forever discharges LEXINGTON and any other company corporately
affiliated with the American International Group (including, but not limited
to, those entities identified on Exhibit 1 attached hereto and incorporated
herein by this reference), and their predecessors, successors, assigns,
parent corporations, subsidiaries, affiliates, and agents, and the officers,
directors, employees, agents shareholders and representatives of any of them
(hereinafter referred to as "RELEASEES") from any and all duties,
liabilities, responsibilities, defense costs or obligations for, related to
or with regard to any and all Claims whether past, present, or future, known
or unknown or asserted or unasserted


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(including, but not limited to, claims for bad faith, malicious prosecution,
statutory or regulatory violation or punitive or other extra-contractual
damages of any type), arising out of or related to the "Claims" related to
the Site.

      Upon execution of this Release, and payment of the sums identified in
Paragraph I of this agreement, RELEASEES shall have no further duties or
obligations based upon, arising out of or related in any way to the Policies
with respect to any Claims released hereunder.

      As used herein, "Claim(s)" shall mean any and all duties, liabilities,
responsibilities, or obligations, including, but not limited to claims for
bodily injury, personal injury, property damage, clean up costs,
remediation, and investigation costs for, related to, or with regard to any
demand, claim, liability or suit request for relief, action or forbearance
of any kind, proceeding and/or notices of partial or total responsibility
(including Potential Responsible Party or "PRP" notices) made, asserted,
threatened or filed against IGI arising at or related to the Site.

      Notwithstanding the above, it is understood that, as used herein,
"Claim(s)" excludes any claim arising out of any Natural Resources Damages
that may be brought by the New Jersey Department of Environmental
Protection, the USEPA, or any other state or federal agency, against IGI.

      For the purposes of this agreement, "Natural Resources Damages" shall
be understood to be defined as that term is defined in the Spill
Compensation and Control Act.

      As used herein, "Policies" shall mean any and all policies issued by
LEXINGTON or any of the RELEASEES.  However, "Policies" shall be understood
to exclude all General Liability policies issued, by LEXINGTON or any of the
RELEASEES, to IMMUNOGENETICS effective September 30, 1982 through December
31, 1983.

      IGI warrants and agrees as of the effective date of this Release that
it has not assigned, conveyed, or otherwise transferred any claims, demands,
causes of action, rights or obligations related herein, to any other person
or entity, nor shall IMMUNOGENETICS hereafter do so.

      Possession of this original or originally signed counterpart
Settlement Agreement and Release by the Releasee shall constitute conclusive
proof to LEXINGTON and to any other person of the effectiveness of this
Settlement Agreement and Release.

3.    INDEMNIFICATION BY IGI

      In consideration for the above payment, IGI hereby agrees to indemnify
LEXINGTON for any Environmental Claims relating to the Site made by any
individual, entity, or federal, state or local agency up to the sum of ONE
HUNDRED SEVENTY-FIVE THOUSAND DOLLARS AND NO CENTS ($175,000.00).


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      Furthermore, IGI agrees to defend and hold harmless LEXINGTON from and
against for any claim or demand made by any individual or entity insured or
alleging an insured interest under any of the Policies, arising out the
activities of or any action initiated by IGI or on its behalf.

4.    NO ASSIGNMENT

      IGI and LEXINGTON represent and warrant that they have not and will
not in any matter assign, transfer, convey, sell or purport to assign,
transfer, convey or sell any entity or person any claim or right arising out
of or connected with any entity or person any claim or right arising out of
or connected with the matters released herein.

5.    CONSTRUCTION, USE, DISCLOSURE, ETC. OF THIS AGREEMENT

      A.    As the product of arms-length negotiation, the PARTIES hereto
agree that this Agreement shall be construed according to the rules of
construction generally applicable to negotiated contracts between parties of
equal bargaining strength, and not according to any special rules of
construction applicable to contracts of adhesion and/or insurance contracts.
The language in all parts of this Agreement shall be construed as a whole
according to this meaning.

      B.    The Agreement is entered into solely to avoid the costs, efforts
and delays of litigation, and is intended as a good faith compromise of
disputed claims.  Negotiation of, execution of, and performance of
obligations under this Agreement shall not be construed as an admission that
any coverage exists under any LEXINGTON Policies for defense or indemnity
with respect to the Environmental Claims; nor does this Agreement or the
fact or amount of the payments pursuant to this Agreement evidence that any
Party hereto embraces or rejects any theory of liability or coverage under
the LEXINGTON Policy.  In furtherance of the intentions expressed herein,
the PARTIES stipulate that this Agreement has no evidentiary or precedental
value with respect to the meaning of any insurance policy or provision.

      C.    The terms of this Agreement, and the existence and content of
all letters, notes, memoranda, reports, communications, conversations and
discussions relating to this Agreement are confidential, and neither IGI or
LEXINGTON, nor their respective employees, agents, or attorneys shall
disclose such information to any person without the prior written consent of
the other party to this Agreement; provided, however, that such information
may be disclosed without the consent of the other party.

            1.    if required by operation of law or by court order;

            2.    to the officers, directors, employees, agents, attorneys,
                  corporate affiliates (including officers, directors,
                  employees, agents, attorneys thereof), auditors, lenders,
                  investment bankers, or trade creditors of the PARTIES to
                  this Agreement;


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            3.    in litigation or arbitration seeking to enforce the terms
                  of this Agreement; or

            4.    to a reinsurer, retrocessionaire or auditor of LEXINGTON,
                  or in litigation or arbitration with a reinsurer,
                  retrocessionaire, or auditor of LEXINGTON.

      D.    This Agreement constitutes the entire Agreement between the
PARTIES with respect to the matters addressed herein.  Except as
specifically set forth in this Agreement, there are no representations,
warranties or inducements, whether oral, written, expressed or implied, that
in any way affect or condition the validity of this Agreement or alter its
terms.  This Agreement may be amended only by written instrument executed by
the PARTIES hereto.

6.    MISCELLANEOUS PROVISIONS

      A.    Each Party hereto expressly agrees that it shall bear its own
costs and attorneys' fees with respect to this Agreement and the
negotiations in connection therewith.

      B.    The PARTIES represent and warrant that:

            1.    The execution and delivery of this Agreement has been duly
                  and validly authorized and approved by all requisite
                  action required under applicable law and that no further
                  action is necessary to make this Agreement valid and
                  binding.

            2.    Each person executing this agreement warrants that he or
                  she has the authority and power to execute this Agreement
                  from the Party on whose behalf he or she is executing.

      C.    This Agreement may be executed in multiple counterparts and each
counterpart shall be deemed to be an original, all of which together
constitute the same Agreement.  All counterpart signature pages shall be
read as through one, and they shell have the same force and effect as though
all signers had signed a single signature page.

      IN WITNESS WHEREOF, each Party hereto has executed this Agreement as
of the date(s) of shown below:


                                   IGI, INC.

Date:  6/5/03                      By:   /s/ Domenic Golato
       ------                            --------------------------------
                                   Its:  Chief Financial Officer


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                                   AIG Technical Services, Inc. on behalf of
                                   LEXINGTON INSURANCE COMPANY/ RELEASEES

Date:  6/6/03                      By:   /s/ Debra K Neb
       ------                            ----------------------------------
                                   Its:  Manager


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                                  EXHIBIT I
                                  ---------


C. V. Starr and Co.
Starr International Company, Incorporated
American International Group, Inc.
La Interamericana Co. de Seg. de Vida, S.A.
American Int'l Reins.  Co., Ltd.
Seguros Interamericana, S.A.
American Int'l Assur.  Co. (Bermuda) Ltd.
American Int'l Assur.  Co. Ltd. (H.K.)
Australian Amer.  Assur.  Co. Ltd.
American Int'l Assur.  Co. Ltd. (N.Z.)
Australian Amer.  Assur.  Co. Ltd. (N.Z.)
P.T. Asuransi AIU Indonesia
P.T. (Ltd) Asuransi Jiwa lkrar Abadi
Australian Amer.  Assur.  Co. Ltd.  Fiji
Philippine American Life Ins.  Co.
Philam Insurance Company, Inc.
Philippine American Accident Ins. Co., Inc.
The Philippine American Assur.  Co., Inc.
Pacific Union Assurance Company
AIG Life Insurance Company
American Int'l Life Assur.  Co. of New York
American Int'l Life Ins.  Co. of P.R.
American Life Insurance Company
ALICO S.A.
ALICO Deutschland Lebensversicherung
American Int'l Ins.  Co. Ltd.
American lnt'l Life Ins.  Co. (St.  Dom.)
American Life and General Ins.  Co., Ltd.
American Life Ins.  Co. Trinidad, Ltd.
Compagnie D'Assurance D'Haiti, S.A.
Delaware American Life Insurance Co.
Jamaican American Life Ins. Co., Ltd.
La Seguridad de Panama, Co de Reaseg. SA
AIU Insurance Company
American Home Assurance Company
AIG Hawaii Insurance Company, Inc.
Transatlantic Holdings, Inc.
Putnam Reinsurance Company
Transatlantic Reinsurance Company
American Int'l Ins. Co. of Delaware
Birmingham Fire Ins. Co. of Pa.


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China America International Ins. Co. Ltd.
China America Ins. Co., Ltd. (Del.)
China America Ins. Co., Ltd. (N.Y.)
Commerce and Industry Ins. Co.
American Int'l Ins. Co.
Commerce and Industry Ins. Co. of Canada
The Insurance Company of the State of Pa.
Landmark Insurance Company
Landmark Insurance Company (U.K.), Limited
National Union Fire Ins. Co. of Pitt., Pa.
American Int'l Surplus Lines Ins.  Co.
Lexington Insurance Company
Japan Int'l Acc. & Fire Ins. Co. Ltd.
National Union Fire Ins. Co. of La.
NHIG Holding Corporation
New Hampshire Insurance Company
American Fidelity Company
American Global Insurance Company
Granite State Insurance Company
Illinois National Insurance Company
New Hampshire Indemnitv Co. Inc.
United Guaranty Corporation
United Guar. Residential Ins. of NC
United Guar. Residential Ins. Co.
United Guar. Comm. Ins. Co.
United Guar. Comm. Ins. Co. of NC
United Guar. Credit Ins. Co.
Audubon Insurance Company
Audubon Indemnity Companv
American Int'l Underwriters Overseas, Ltd.
American Int'l Ins. Co. of Ireland
American Int'l Ins. Co. of P.R.
La Interamericana Co. de Seg.  Generales
Cameroon American Insurance Co., S.A.
"Hellas" Insurance Company
La Seguridad de Centroamerica, Co. de Seg
Seguirdad De Centroamerica, Finanzas
Interamericana Co. de Seg. Gerais
Unity Insurance Company Limited
Universal Insurance Company Ltd.
European American Excess Reins., Ltd.
La Interamericana Co. de Seg. Generales
American Int'l Underwriters Philip. Inc.
Philippine Home Assurance Corporation
Egyptian American Insurance Company
Hungarian American Insurance Company


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Polish American Insurance Company Ltd.
Romanian American Insurance Co. Ltd.
The Uganda American Ins. Co. Limited
A. I. Lloyd's Insurance Company
Abeille General Ins. Co. (USB)
Nichido Fire & Marine Ins. Co. Ltd. (USB)
Union & Phenix Espanol Ins. Co. (USB)
AIG Technical Services, Inc.
AIG Claim Services, Inc.
American International Adjustment Company, Inc.
Union Atlantique de Reassurances
AIG Europe (U.K.) Limited
L'Union Atlantique d' Assurances, S.A.
American Fidelity Company
American International Specialty Lines Insurance Co.
AIG National Insurance Company


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