SETTLEMENT AGREEMENT dated the 19th day of March 2007 (the "Effective Date"),
MFC Merchant Bank S.A., a bank organized under the laws of Switzerland, ("MFC")
KHD Humboldt Wedag International Ltd, formerly known as MFC Bancorp Ltd, a company organized under
the laws of Canada ("KHD")
Mymetics Corp., a corporation organized under the laws of the State of Delaware, for itself and its subsidiary
Mymetics SA, a corporation organized under the laws of France ("Mymetics Corp")
(MFC, KHD and Mymetics Corp each a "Party" and together the "Parties")
MFC entered into a credit facility agreement on July 27th 2000 with Mymetics SA, previously named
Hippocampe SA, which agreement was amended several times, and subsequently assigned to Mymetics Corp.
Mymetics Corp as borrower, MFC as lender and KHD as guarantor entered into an amended and restated
credit facility agreement dated February 28th 2003. The credit facility agreement of February 28th 2003 was
amended by a first amendment agreement dated July 9th 2003, a second amendment agreement dated July 30th
2003, a third amendment agreement dated December 31st 2004, a fourth amendment agreement dated February
16th 2005, a fifth amendment agreement dated August 21st 2005 and a sixth amendment agreement dated June
30th 2006 (all together the "Credit Arrangements"). Under the Credit Arrangements, MFC has made available to
Mymetics Corp a credit facility in the principal amount of up to EUR 3,700,000 (the "Facility").
The dates for repayment of the Facility plus interest and other obligations under the Credit Arrangements were
extended several times, with the sixth amendment agreement of June 30th 2006 providing for repayment of EUR
900,000 on June 30th 2006, and the remaining balance on December 31st 2006. These agreed repayment dates
were not met by Mymetics Corp.
In accordance with the Credit Arrangements, MFC, Mymetics Corp and Mymetics SA entered into a patent
pledge agreement dated No