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Case3:14-cv-03673-JD Document63 Filed05/27/15 Page1 of 26

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MOTLEY RICE LLC William H. Narwold (pro hac vice) [email protected] One Corporate Center 20 Church St., 17th Floor Hartford, CT 06103 Telephone: (860) 882-1681 Facsimile: (860) 882-1682

MOTLEY RICE LLC Gregg S. Levin (pro hac vice) [email protected] 28 Bridgeside Blvd. Mt. Pleasant, SC 29464 Telephone: (843) 216-9000 Facsimile: (843) 216-9450

LINUS ARULIAH, Individually and On Behalf of All Others Similarly Situated,

Plaintiff,

v.

IMPAX LABORATORIES, INC., LARRY HSU, G. FREDERICK WILKINSON, and BRYAN M. REASONS,

Defendants.

:No. 3:14-cv-03673-JD :

: : STIPULATION OF SETTLEMENT : DATED MAY 27, 2015 : : : Class Action : : : : : : : :

Lead Counsel for the Class

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

STIPULATION OF SETTLEMENT Case No. 3:14-cv-03673-JD

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1

Subject to the approval of the Court, and pursuant to Rule 23 of the Federal Rules of Civil

2 Procedure, this Stipulation is entered into among KBC Asset Management NV (“KBC” or “Lead

3 Plaintiff”), on behalf of itself and the Class defined herein; defendant Impax Laboratories, Inc.

4 (“Impax” or the “Company”); defendant Larry Hsu (“Hsu”), defendant G. Frederick Wilkinson

5 (“Wilkinson”); and defendant Bryan M. Reasons (“Reasons”) (collectively, “Defendants”) (Defendants

6 and Lead Plaintiff are collectively referred to herein as the “Parties”), by and through their respective

7 I counsel.

8

WHEREAS:

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A. On August 13, 2014, Aruliah v. Impax Laboratories, Inc. et al ., No. 3:14-cv-03673 (the

10 I “Action”) was filed in the Northern District of California alleging violations of the federal securities

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laws.

12

B. On November 19, 2014, pursuant to the provisions of the Private Securities Litigation

13 Reform Act of 1995, 15 U.S.C. § 78u-4 (the “PSLRA”), the Court issued an Order appointing KBC as

14 Lead Plaintiff; appointing William H. Narwold and Gregg S. Levin as Lead Counsel (“Lead Counsel”);

15 directing the parties to conduct settlement discussions at their earliest opportunity; directing Lead

16 Plaintiff to file a First Amended Complaint within 21 days; and directing Defendants to file a response

17 to the First Amended Complaint 30 days after it was filed.

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C. On December 10, 2014, Lead Plaintiff filed its Amended Class Action Complaint for

19 Violations of the Federal Securities Laws (the “Complaint”) asserting claims against the Defendants

20 under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”),

21 15 U.S.C. §§ 78j(b) and 78t(a), and Rule 10b-5 promulgated thereunder by the United States Securities

22 and Exchange Commission (“SEC”). The Complaint alleged that Defendants either knowingly or

23 recklessly made false and/or misleading statements to the public concerning Impax’s ability to correct

24 deficiencies cited by the United States Food and Drug Administration (“FDA”).

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D. On December 15, 2014, the Court granted a Stipulation and Rescheduling Order

26 postponing Defendants’ motion to dismiss to accommodate the Parties’ scheduled mediation.

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STIPULATION OF SETTLEMENT Case No. 3:14-cv-03673-JD


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E. On December 18, 2014, the Parties exchanged and submitted to the mediator

2 correspondence concerning the legal and factual issues in the case.

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F. On December 22, 2014, the Parties participated in a full-day formal mediation conducted

4 by the Honorable Layn R. Phillips (Ret.). As a result of this mediation, on January 13, 2015, the Parties

5 reached an agreement-in-principle to settle the Action.

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G. On January 16, 2015, Defendants filed a Notice of Settlement notifying the Court that

7 the Parties had engaged in a mediation that resulted in an agreement-in-principle to settle the Action,

8 subject to the approval of the Court.

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H. On January 20, 2015, the Court entered a Stipulation and Order Vacating Schedule

10 Pending Settlement.

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I. Defendants have denied and continue to deny that they committed any act or omission

12 giving rise to any liability and/or violation of law. Nonetheless, Defendants have concluded that it is

13 desirable that the Action be fully and finally settled in the manner and upon the terms and conditions set

14 forth in this Stipulation in order to limit further expense and inconvenience with respect to matters at

15 issue in the Action. This Stipulation shall in no event be construed or deemed to be evidence of or an

16 admission or concession by any party of any infirmity in the claims asserted, or any infirmity in the

17 defenses asserted. The Parties to this Stipulation submit, however, that the Action is being voluntarily

18 settled after advice of counsel, and that the terms of the Settlement are fair, adequate, and reasonable.

19

J. Lead Counsel has conducted a thorough investigation relating to the claims and the

20 underlying events and transactions alleged in the Complaint. Lead Counsel’s investigation included,

21 inter alia: (i) review and analysis of filings made by Impax with the SEC; (ii) review and analysis of

22 reports, forms, correspondence, handwritten notes, and other documents made by agents of the FDA;

23 (iii) review and analysis of certain press releases, public statements, and other publication disseminated

24 by Impax or concerning the Defendants named in the Action and related parties; (iv) review and

25 analysis of transcripts of press conferences, analyst conference calls, and healthcare industry

26 conferences; (v) review and analysis of Impax’s corporate website; (vi) review and analysis of

27 securities analyst reports concerning the Company and its operations; (vii) review and analysis of

28 certain other documents and materials concerning Impax and the other Defendants named in the Action,

STIPULATION OF SETTLEMENT

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1 including pleadings and orders in other actions pending in the United States District Courts, newspaper

2 articles, and trade periodicals; (viii) interviews with individuals possessing information concerning the

3 I subject matter alleged in the Action, including former Impax employees; (ix) information provided by

4 two consulting experts regarding the FDA and Current Good Manufacturing Practices (“cGMP”);

5 (x) documents obtained from Freedom of Information Act (“FOIA”) requests; and (xi) information and

6 analyses concerning Defendants’ compliance obligations, as well as general information about FDA

7 compliance, inspections, and enforcement.

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K. Lead Plaintiff, by its counsel, has conducted discussions and arm’s-length negotiations

9 with counsel for Defendants with respect to a compromise and settlement of the Action with a view to

10 settling the issues in dispute and achieving the best relief possible consistent with the interests of the

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Class.

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L. Based upon their investigation, Lead Plaintiff and its counsel have concluded that the

13 terms and conditions of this Stipulation are fair, reasonable, and adequate to Lead Plaintiff and the

14 Class, and in their best interests, and have agreed to settle the claims raised in the Action pursuant to the

15 terms and provisions of this Stipulation, after considering: (i) the benefits that Lead Plaintiff and the

16 members of the Class will receive from the Settlement; (ii) the attendant risks of litigation; (iii) the

17 difficulties, expense, and delays inherent in such litigation and in the enforcement of any potential

18 judgment and/or collection of any potential recovery; (iv) the belief of Lead Plaintiff that the Settlement

19 is fair, reasonable, adequate, and in the best interest of all Class Members; and (v) the desirability of

20 consummating the Settlement as provided by the terms of this Stipulation.

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NOW THEREFORE , without any admission or concession on the part of Lead Plaintiff of any

22 lack of merit in the Action whatsoever, and without any admission or concession of any liability or

23 wrongdoing or lack of merit in the defenses whatsoever by Defendants, it is hereby STIPULATED

24 AND AGREED , by and among the Parties to this Stipulation, through their respective counsel of

25 record, subject to approval of the Court pursuant to Rule 23(e) of the Federal Rules of Civil Procedure,

26 in consideration of the benefits flowing to the Parties hereto from the Settlement, that all Plaintiff’s

27 Released Claims (as defined below) as against the Released Defendant Parties (as defined below) shall

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1 be compromised, settled, released, discharged, and dismissed with prejudice, upon and subject to the

2 following terms and conditions:

3

CERTAIN DEFINITIONS

4 1. As used in this Stipulation, the following terms shall have the following meanings:

5 a. “Authorized Claimant” means a Class Member (or the duly authorized

6 representative of such Class Member, including, without limitation, its agents, administrators,

7 executors, heirs, successors, and assigns) who submits a timely and valid Proof of Claim (“Proof of

8 Claim”) to the Claims Administrator. 9

b. “Claims Administrator” means the firm to be retained by Lead Counsel, subject

10 to Court approval, to provide all notices approved by the Court to Class Members, to process proofs of

11 claim, and to administer the Settlement. 12

c. “Class” and “Class Members” means all persons or entities who, between March

13 6, 2013 and August 1, 2014, inclusive, purchased or otherwise acquired shares of Impax’s common

14 stock and were damaged thereby. Excluded from the Class are the Defendants; members of the

15 immediate families of the Defendants Hsu, Wilkinson, and Reasons; Impax’s subsidiaries and affiliates;

16 any person who is or was an officer or director of Impax or any of Impax’s subsidiaries or affiliates

17 during the Class Period (as defined below); any entity in which any Defendant has a controlling

18 interest; and the legal representatives, heirs, successors and assigns of any such excluded person or

19 entity. Also excluded from the Class are any putative Class Members who exclude themselves by filing

20 a request for exclusion in accordance with the requirements set forth in the Notice (as defined below). 21

d. “Class Period” means the period of time between March 6, 2013 and August 1, 22

2014, inclusive. 23

e. “Court” means the United States District Court for the Northern District of 24

California. 25

f. “Defendants” means defendants Impax, Hsu, Wilkinson, and Reasons. 26

g. “Defendants’ Counsel” means Latham & Watkins LLP. 27

h. “Defendants’ Released Claims” means any and all claims, rights or causes of 28

action or liabilities whatsoever, whether based on federal, state, local, statutory, or common law, or any


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1 other law, rule, or regulation, including both known claims and Unknown Claims (as defined below),

2 that have been or could have been asserted in the Action or any forum by Defendants, or their Related

3 Parties (as defined below), against the Released Plaintiff Parties (as defined below), which arise out of

4 or relate in any way to the institution, prosecution, or settlement of the Action (other than claims to

5 enforce the Settlement).

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i. “Effective Date of Settlement” or “Effective Date” means the date upon which

7 the Settlement contemplated by this Stipulation shall become effective, as set forth in paragraph 33

8 below.

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j. “Escrow Agent” means Computershare Trust Company, N.A.

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k. “Fee and Expense Application” means the request for such amounts as the Court

11 may award to Plaintiff’s Counsel (as defined below) to compensate them for their fees and pay them for

12 their expense in connection with the Action, which may include some or all of the following: (i) an

13 award of attorneys’ fees; (ii) payment of expenses incurred in connection with prosecuting the Actions,

14 including, without limitation, expenses attributable to experts and/or consultants retained by Plaintiff’s

15 Counsel; and (iii) interest on such attorneys’ fees and expenses at the same rate as earned by the

16 Settlement Fund, from the date the Court orders such award until the date paid from the Settlement

17 Fund.

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l. “Immediate Family” shall mean spouse, domestic partner, parents, grandparents,

19 children, and grandchildren.

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m. “Impax” means Impax Laboratories, Inc.

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n. “Lead Counsel” means William H. Narwold and Gregg S. Levin.

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o

“Net Settlement Fund” means the Settlement Amount (as defined below),

23 together with any interest earned thereon, less (i) any Taxes; (ii) any amounts incurred for notice and/or

24 administration expenses referred to in paragraph 12 hereof; (iii) the attorneys’ fees and expenses

25 awarded to Plaintiff’s Counsel pursuant to any Fee and Expense Application (referred to in paragraph

26 13 hereof) and approved by the Court; and (iv) any other Court-approved fees or expenses.

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1 p. “Notice” means the Notice of Pendency and Proposed Settlement of Class

2 Action, which is to be sent to members of the Class substantially in the form attached hereto as

3 I Exhibit A pursuant to Court order.

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q. “Opt-Out Threshold” shall have the definition provided in the Supplemental

5 Agreement described in paragraph 32.

6 r. “Order and Final Judgment” means the proposed order to be entered by the Court

7 approving the Settlement substantially in the form attached hereto as Exhibit B.

8 s. “Order for Notice and Hearing” means the proposed order preliminarily

9 approving the Settlement and directing notice thereof to the Class substantially in the form attached

10 hereto as Exhibit C.

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t. “Person” means an individual, corporation, partnership, limited partnership,

12 limited liability company or partnership, association, joint stock company, estate, legal representative,

13 trust, unincorporated association, government or any political subdivision or agency thereof, and/or any

14 business or legal entity and their spouses, heirs, predecessors, successors, representatives, or assignees.

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u. “Plaintiff’s Counsel” means the law firm of Motley Rice LLC.

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v

“Plaintiff’s Released Claims” shall mean any and all claims, suits, actions,

17 appeals, causes of action, damages (including, without limitation, compensatory, punitive, exemplary,

18 rescissory, direct, consequential or special damages, and restitution and disgorgement), demands, rights,

19 debts, penalties, costs, expenses, fees, injunctive relief, attorneys’ fees, expert or consulting fees,

20 prejudgment interest, indemnities, duties, liability, losses, or obligations of every nature and description

21 whatsoever, known or unknown, whether or not concealed or hidden, fixed or contingent, direct or

22 indirect, anticipated or unanticipated, asserted or that could have been asserted by Lead Plaintiff or any

23 Class Member, whether legal, contractual, rescissory, statutory, or equitable in nature, whether arising

24 under federal, state, common, or foreign law, that are based upon, arise from, are in connection with, or

25 relate to: (a) the purchase, acquisition, sale, or holding of Impax common stock for the time period

26 between March 6, 2013 and August 1, 2014, inclusive; (b) the subject matter of the Action for the time

27 period between March 6, 2013 and August 1, 2014, inclusive; or (c) the facts alleged or that could have

28 been alleged in the Action for the time period between March 6, 2013 and August 1, 2014, inclusive.


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1 For the avoidance of doubt, Plaintiff’s Released Claims do not include: (i) claims to enforce the

2 Settlement; or (ii) claims made in any shareholder derivative action currently pending against any of the

3 Released Defendant Parties (as defined below).

4 w. “Plan of Allocation” means a plan or formula of allocation of the Net Settlement

5 Fund to be proposed by Lead Plaintiff and approved by the Court which shall be described in the Notice

6 to be sent to Class Members in connection with the Settlement.

7 x. “Proof of Claim” means the Proof of Claim and Release form for submitting a

8 claim, which, subject to Court approval, shall be substantially in the form annexed hereto as Exhibit D.

9 y. “Related Parties” means each of the Released Defendant Parties’ and Released

10 Plaintiff Parties’ (as defined below) past or present agents, employees, officers, directors, managers,

11 attorneys and legal representatives, spouses and any person, firm, trust, corporation, officer, director or

12 other individual or entity in which any Defendant has a controlling interest and successors-in-interest or

13 assigns of Defendants.

14

z. “Released Defendant Parties” means Defendants, their Related Parties, and their

15 insurers, insurers’ affiliates, and reinsurers and their Related Parties.

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aa. “Released Plaintiff Parties” means Lead Plaintiff, each and every Class Member,

17 Lead Counsel, and Plaintiff’s Counsel; and as to each of the foregoing, their Related Parties.

18

bb. “Settlement” means the settlement embodied by this Stipulation, which shall

19 include final settlement of this Action and release of Plaintiff’s Released Claims and Defendants’

20 Released Claims and other provisions of this Stipulation.

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cc. “Settlement Fairness Hearing” means the hearing to be held by the Court to

22 determine, among other things, whether to grant final approval of the Settlement.

23

dd. “Settlement Fund” or “Settlement Amount” means the principal amount of Four

24 Million Seven Hundred Fifty Thousand Dollars ($4,750,000) in cash plus any interest that may accrue

25 thereon as provided herein.

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ee. “Summary Notice” means the Summary Notice of Pendency and Proposed Class

27 I Action Settlement for publication substantially in the form attached as Exhibit E.

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ff. “Unknown Claims” means any and all Plaintiff’s Released Claims that Lead

Plaintiff, any Class Member, and any other Released Plaintiff Party does not know or suspect to exist in

I his, her, or its favor at the time of the release of the Released Defendant Parties, and any Defendants’

Released Claims that Defendants and any Released Defendant Party do not know or suspect to exist in

their favor, which if known by him, her, or it, might have affected his, her, or its decision(s) with

respect to the Settlement. With respect to any and all Plaintiff’s Released Claims and Defendants’

Released Claims, the Parties stipulate and agree that upon the Effective Date, the Parties expressly

waive, and each Class member, Released Plaintiff Party, and Released Defendant Party shall be deemed

to have waived, and by operation of the Order and Final Judgment shall have expressly waived, any and

all provisions, rights and benefits conferred by any law of any state or territory of the United States, or

principle of common law, which is similar, comparable, or equivalent to California Civil Code § 1542,

which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

The Parties acknowledge, and the Class Members, Released Defendant Parties, and Released Plaintiff

Parties by operation of law shall be deemed to have acknowledged, that the inclusion of “Unknown

Claims” in the definition of Plaintiff’s Released Claims and Defendants’ Released Claims was

separately bargained for and was a key element of the Settlement.

SCOPE AND EFFECT OF SETTLEMENT

2. Defendants shall pay or cause to be paid the Settlement Amount of Four Million Seven

Hundred Fifty Thousand Dollars ($4,750,000).

3. The payment of the Settlement Amount shall be in full and final disposition of the

Action against Defendants and of any and all Plaintiff’s Released Claims as against all Released

Defendant Parties and any and all Defendants’ Released Claims as against all Released Plaintiff Parties.

4. Upon the Effective Date of this Settlement:

a. Lead Plaintiff, the members of the Class, and their Related Parties, on behalf of

themselves and each of their past and present subsidiaries, affiliates, parents, employees, assigns,

successors and predecessors, estates, heirs, executors, issue, administrators, and their respective


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1 officers, directors, shareholders, agents, attorneys and legal representatives, general or limited partners,

2 managers, members, spouses, representatives, and any persons they represent, shall and do, with respect

3 to each and every one of Plaintiff’s Released Claims, release and forever discharge, and shall forever be

4 enjoined from instituting, commencing, or prosecuting any of Plaintiff’s Released Claims against any of

5 I the Released Defendant Parties; and

6

b. Defendants and their Related Parties, on behalf of themselves and each of their

7 past and present subsidiaries, affiliates, parents, employees, assigns, successors and predecessors,

8 estates, heirs, executors, issue, administrators, and their respective officers, directors, shareholders,

9 agents, attorneys and legal representatives, general or limited partners, managers, members, spouses,

10 representatives, and any persons they represent, shall and do, with respect to each and every one of

11 Defendants’ Released Claims, release and forever discharge, and shall forever be enjoined from

12 instituting, commencing, or prosecuting any of Defendants’ Released Claims against any of the

13 Released Plaintiff Parties.

14

5. The Settlement will be non-recapture; i.e., it is not a claims-made settlement. As of the

15 Effective Date of Settlement, neither Defendants nor any individual or entity paying any portion of the

16 Settlement Amount shall have any right to the return of any portion of the Settlement Amount unless

17 the Settlement does not become effective.

18

COURT APPROVAL

19

6. The Court’s preliminary and final approval of the Settlement are conditions subsequent

20 to the effectiveness of this Stipulation.

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7. Lead Counsel shall file the executed Stipulation with the Court and shall apply to the

22 I Court for entry of an Order Preliminarily Approving Class Action Settlement and Providing for Notice

23 and Hearing, substantially in the form annexed hereto as Exhibit C.

24

THE SETTLEMENT FUND

25

8. In full settlement of the claims asserted in the Action against the Defendants and in

26 consideration of the release specified in paragraph 4(a) above, Defendants shall, within ten (10)

27 business days of entry of the Order for Preliminarily Approving Class Action Settlement and Providing

28 for Notice and Hearing, deposit or cause to be deposited the Settlement Amount into an interest-bearing


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1 escrow account on behalf of Lead Plaintiff and the Class designated by Lead Counsel. Lead Plaintiff

2 may use $150,000.00 of this amount to pay costs incurred for notice and administration of the

3 I Settlement. This amount will not limit Lead Counsel’s ability to incur additional notice and

4 I administrative costs.

5

9. The Settlement Fund, net of any Taxes (as defined below) on the income thereof, shall

6 be used to pay: (i) the Notice and Administration Costs referred to in paragraph 12 hereof; (ii) the

7 attorneys’ fee and expense award referred to in paragraph 13 hereof; and (iii) any other Court-awarded

8 fees and expenses. The balance of the Settlement Fund after the above payments shall be the Net

9 Settlement Fund which shall be distributed to the Authorized Claimants as provided in paragraphs 15-

10 25 hereof. Any sums required to be held in escrow hereunder prior to the Effective Date shall be

11 deposited by the payor in an account with the Escrow Agent. All funds held by the Escrow Agent shall

12 be deemed to be in the custody of the Court and shall remain subject to the jurisdiction of the Court

13 until such time as the funds shall be distributed or returned to the person(s) paying the same pursuant to

14 this Stipulation and/or further order of the Court. The Escrow Agent, upon instructions from Lead

15 Counsel, shall invest any funds in excess of $100,000.00 in United States Agency or Treasury

16 Securities having maturities of 180 days or less, money market mutual funds comprised of investments

17 secured by the full faith and credit of the United States government, or an interest-bearing account

18 insured by the FDIC, and shall collect and reinvest all interest accrued thereon. Any funds held in

19 escrow in an amount of less than $100,000.00 may be held in an interest-bearing bank account insured

20 by the FDIC. The Parties hereto agree that the Settlement Fund is intended to be a Qualified Settlement

21 Fund within the meaning of Treasury Regulation § 1.468B-1 and that, upon instructions from Lead

22 Counsel, the Claims Administrator, as administrator of the Settlement Fund within the meaning of

23 Treasury Regulation § 1.468B-2(k)(3), shall be responsible for filing tax returns for the Settlement

24 Fund and paying from the Settlement Fund any Taxes owed with respect to the Settlement Fund.

25 Defendants agree to reasonably cooperate with the Claims Administrator, the Escrow Agent, and Lead

26 Counsel to provide information available to them that is needed for filing tax returns for the Settlement

27 Fund and will give their consent to the Settlement Fund’s filing of any relation-back election.

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1

10. All (i) taxes on the income of the Settlement Fund and (ii) expenses and costs incurred in

2 connection with the taxation of the Settlement Fund (including, without limitation, expenses of tax

3 I attorneys and accountants) (collectively, “Taxes”) shall be paid out of the Settlement Fund, shall be

4 considered to be a cost of administration of the Settlement and shall be timely paid by the Claims

5 Administrator and Lead Counsel without prior order of the Court. The Released Defendant Parties

6 shall have no liability or responsibility for the payment of any Taxes. The Settlement Fund shall

7 indemnify and hold the Released Defendant Parties harmless for any Taxes (including, without

8 limitation, Taxes payable by reason of any such indemnification).

9

NOTICE AND ADMINISTRATION EXPENSES

10

11. The Claims Administrator shall administer the Settlement under Lead Counsel’s

11 supervision and subject to the jurisdiction of the Court. The Released Defendant Parties shall have no

12 liability, obligation, or responsibility for the administration of the Settlement or disbursement of the Net

13 Settlement Fund, except for Defendants’ obligation to pay the Settlement Amount, as provided herein,

14 and to make Impax’s transfer records and shareholder information available to Lead Counsel or their

15 agent (to the extent necessary to identify and give notice to the Class) within five (5) business days of

16 the Court’s entry of the Order for Notice and Hearing. Defendants will have no involvement in

17 reviewing, approving, or challenging claims.

18

12. The Settlement Fund shall be applied to pay all reasonable costs and expenses of notice

19 to members of the Class and administration of the Settlement Fund, escrow fees, Taxes, custodial fees

20 and expenses incurred in connection with processing Proofs of Claim or distributing the Settlement

21 Fund. After entry of the Order for Notice and Hearing, and prior to Final Approval, up to $150,000.00

22 may be disbursed from the Settlement Fund for this purpose without further approval of the Court.

23 Upon the Effective Date, Lead Counsel may pay from the Settlement Fund, as they are incurred, the

24 costs and expenses associated with the administration of the Settlement and the processing of submitted

25 claims in excess of $150,000.00.

26

ATTORNEYS’ FEES AND EXPENSES

27

13. Plaintiff’s Counsel will apply to the Court, pursuant to the PSLRA, for an award from

28 the Settlement Fund of attorneys’ fees and reimbursement of costs and expenses (the “Fee and Expense


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1 Application”), plus interest earned in the Settlement Fund on both amounts. Such attorneys’ fees and

2 expenses, as are awarded by the Court, shall be paid from the Settlement Fund to Lead Counsel within

3 I three (3) business days of entry of the order awarding such attorneys’ fees and expenses in the Action,

4 notwithstanding the existence of any timely-filed objections to, or potential for appeal from, or

5 collateral attack on the Settlement or any part thereof. Defendants will take no position with respect to

6 the Fee and Expense Application. The procedure for and the allowance or disallowance of any

7 application for attorneys’ fees and expenses are matters separate and apart from the Settlement and shall

8 be requested to be considered by the Court separately from the Court’s consideration of the fairness,

9 reasonableness, and adequacy of the Settlement. Any order or proceeding relating solely to an award of

10 attorneys’ fees and expenses, or any appeal from any order relating thereto, or any reversal or

11 modification thereof, shall have no effect on the Settlement and shall not operate to, or be grounds to,

12 terminate or cancel the Settlement or to affect or delay the finality of the final judgment approving the

13 Settlement.

14

DISTRIBUTION ORDER

15

14. Lead Counsel will apply to the Court, on notice to Defendants’ Counsel, for an order

16 (the “Class Distribution Order”) approving the Claims Administrator’s administrative determinations

17 concerning the acceptance and rejection of the claims submitted herein, and, if the Effective Date has

18 occurred, directing payment of the Net Settlement Fund to Authorized Claimants.

19

DISTRIBUTION TO AUTHORIZED CLAIMANTS

20

15. The Claims Administrator shall determine each Authorized Claimant’s pro rata share of

21 the Net Settlement Fund based upon each Authorized Claimant’s Recognized Loss (as defined in the

22 Plan of Allocation described in the Notice annexed hereto as Exhibit A, or in such other Plan of

23 Allocation as the Court approves). The Plan of Allocation proposed in the Notice is not a necessary

24 term of this Stipulation and it is not a condition of this Stipulation that the Plan of Allocation be

25 approved. Defendants will take no position with respect to such proposed Plan of Allocation or such

26 plan as may be approved by the Court.

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16. Each Authorized Claimant shall be allocated a pro rata share of the Net Settlement Fund

2 I based on his, her, or its Recognized Loss compared to the total Recognized Loss of all Authorized

3 I Claimants.

4

17. The Released Defendant Parties shall not have any responsibility for or liability, or any

5 rights or claims, whatsoever with respect to: (i) any act, omission, or determination of Lead Counsel,

6 the Escrow Agent, or the Claims Administrator, or any of their respective designees or agents, in

7 connection with the administration of the Settlement or otherwise; (ii) the management, investment or

8 distribution of the Settlement Fund; (iii) the Plan of Allocation; (iv) the determination, administration,

9 calculation, or payment of any claims asserted against the Settlement Fund; (v) any losses suffered by,

10 or fluctuations in the value of, the Settlement Fund; or (vi) the payment or withholding of any Taxes,

11 expenses, and/or costs incurred in connection with the taxation of the Settlement Fund or the filing of

12 any returns.

13

18. Any member of the Class who does not submit a valid Proof of Claim will not be

14 entitled to receive any of the proceeds from the Net Settlement Fund but will otherwise be bound by all

15 of the terms of this Stipulation and the Settlement, including the terms of the Order and Final Judgment

16 to be entered in the Action and the releases provided for herein, and will be permanently barred from

17 bringing any action, claim, or other proceeding against the Released Defendant Parties concerning the

18 Plaintiff’s Released Claims.

19

19. The Claims Administrator and Lead Counsel shall have the right, but not the obligation,

20 to waive what they deem to be formal or technical defects in any Proofs of Claim submitted in the

21 interests of achieving substantial justice, subject to the approval of the Court.

22

20. For purposes of determining the extent, if any, to which a Class Member shall be entitled

23 to be treated as an “Authorized Claimant,” the following conditions shall apply:

24

a. Each Class Member shall be required to submit a Proof of Claim (see Exhibit D),

25 supported by such documents as are designated therein, including proof of the claimant’s loss, or such

26 other documents or proof as the Claims Administrator, in the reasonable exercise of its discretion, may

27 deem acceptable.

28


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1

b. All Proofs of Claim must be submitted by the date specified in the Notice unless

2 such period is extended by Order of the Court. Any Class Member who fails to submit a Proof of

3 I Claim by such date shall be forever barred from receiving any payment pursuant to this Stipulation

4 (unless, by Order of the Court, a later submitted Proof of Claim by such Class Member is approved),

5 but shall in all other respects be bound by all of the terms of this Stipulation and the Settlement

6 including the terms of the Order and Final Judgment to be entered in the Action and the releases

7 provided for herein, and will be barred from bringing any action against the Released Defendant Parties

8 concerning the Plaintiff’s Released Claims. Provided that it is received before the motion for the Class

9 Distribution Order is filed, a Proof of Claim shall be deemed to have been submitted when posted, if

10 received with a postmark indicated on the envelope and if mailed by first-class mail, registered mail, or

11 certified mail, postage prepaid, and addressed in accordance with the instructions thereon. In all other

12 cases, the Proof of Claim shall be deemed to have been submitted when actually received by the Claims

13 Administrator.

14

c. Each Proof of Claim shall be submitted to and reviewed by the Claims

15 Administrator, who shall determine in accordance with this Stipulation the extent, if any, to which each

16 claim shall be allowed, subject to review by the Court pursuant to subparagraph (e) below. Lead

17 Counsel will submit the Claims Administrator’s recommendations to the Court.

18

d. Proofs of Claim that do not meet the submission requirements may be rejected.

19 Prior to rejection of a Proof of Claim, the Claims Administrator shall communicate with the claimant in

20 order to remedy the curable deficiencies in the Proof of Claim submitted. The Claims Administrator

21 shall notify, in a timely fashion and in writing, all claimants whose Proofs of Claim they propose to

22 reject in whole or in part, setting forth the reasons therefor, and shall indicate in such notice that the

23 claimant whose claim is to be rejected has the right to a review by the Court if the claimant so desires

24 and complies with the requirements of subparagraph (e) below.

25

e. If any claimant whose claim has been rejected in whole or in part desires to

26 contest such rejection, the claimant must, within twenty (20) calendar days after the date of mailing of

27 the notice required in subparagraph (d) above, serve upon the Claims Administrator a notice and

28 statement of reasons indicating the claimant’s grounds for contesting the rejection along with any


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1 supporting documentation, and requesting a review thereof by the Court. If a dispute concerning a

2 claim cannot be otherwise resolved, Lead Counsel shall thereafter present the request for review to the

3 I Court.

4

f. The Claims Administrator’s recommendations accepting and rejecting claims

5 shall be presented to the Court for its approval in the Class Distribution Order.

6

21. Each claimant shall be deemed to have submitted to the jurisdiction of the Court with

7 respect to the claimant’s claim, and the claim will be subject to investigation and discovery under the

8 Federal Rules of Civil Procedure, provided that such investigation and discovery shall be limited to that

9 claimant’s status as a Class Member and the validity and amount of the claimant’s claim. No discovery

10 shall be allowed on or relating in any manner to the merits of the Action or Settlement (including, but

11 not limited to, any of the claims asserted in the Action) in connection with processing of the Proofs of

12 Claim. Defendants shall have no right to take any such discovery.

13

22. Payment pursuant to this Stipulation shall be deemed final and conclusive against all

14 Class Members. All Class Members whose claims are not approved by the Court shall be barred from

15 participating in distributions from the Net Settlement Fund, but otherwise shall be bound by all of the

16 terms of this Stipulation and the Settlement, including the terms of the Order and Final Judgment to be

17 entered in the Action and the releases provided for herein, and will be barred from bringing any action

18 against the Released Defendant Parties concerning the Plaintiff’s Released Claims.

19

23. All proceedings with respect to the administration, processing, and determination of

20 claims and the determination of all controversies relating thereto, including disputed questions of law

21 and fact with respect to the validity of claims, shall be subject to the jurisdiction of the Court, but shall

22 not in any event delay or affect the finality of the Order and Final Judgment.

23

24. The Net Settlement Fund shall be distributed to Authorized Claimants by the Claims

24 Administrator only after the Effective Date and after: (i) all claims have been processed, and all

25 claimants whose claims have been rejected or disallowed, in whole or in part, have been notified and

26 provided the opportunity to be heard concerning such rejection or disallowance; (ii) all objections with

27 respect to all rejected or disallowed claims have been resolved by the Court; (iii) all matters with

28


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1 respect to attorneys’ fees, costs, and disbursements have been resolved by the Court; and (iv) all costs

2 of administration have been paid.

3

25. If any funds remain in the Net Settlement Fund by reason of uncashed checks, or

4 otherwise, after the Claims Administrator has made reasonable and diligent efforts to have Authorized

5 Claimants who are entitled to participate in the distribution of the Net Settlement Fund cash their

6 distribution checks, then any balance remaining in the Net Settlement Fund six (6) months after the

7 initial distribution of such funds shall be used: (a) first to pay any amounts mistakenly omitted from the

8 initial distribution to Authorized Claimants or to pay any late, but otherwise valid and fully documented

9 claims received after the cut-off date used to make the initial distribution, which were not previously

10 authorized by the Court to be paid, provided that such distributions to any late post-distribution

11 claimants meet all of the other criteria for inclusion in the initial distribution; (b) second to pay any

12 additional settlement administration fees and expenses, including those of Lead Counsel as may be

13 approved by the Court; and (c) finally, to be donated to the Council of Institutional Investors, a non-

14 profit organization that advocates for corporate governance measures and shareowner rights.

15

26. No person shall have any claim of any kind against the Released Defendant Parties or

16 their counsel, including Defendants’ Counsel, with respect to the matters set forth in this Section or any

17 of it subsections.

18

27. No Person shall have any claim against the Lead Plaintiff or its counsel (including Lead

19 Counsel and Plaintiff’s Counsel), or the Claims Administrator, or other agent designated by Lead

20 Counsel, based on the distributions made substantially in accordance with this Stipulation and the

21 Settlement contained herein, the Plan of Allocation or further order(s) of the Court.

22

TERMS AND ORDER OF FINAL JUDGMENT

23

28. If the Settlement contemplated by this Stipulation is approved by the Court, counsel for

24 the Parties shall request that the Court enter an Order and Final Judgment substantially in the form

25 attached hereto as Exhibit B.

26

RIGHT OF EXCLUSION AND OBJECTION

27

29. Any Person may seek to be excluded from the Class and the Settlement provided for by

28 this Stipulation by submitting a written request for exclusion (“Request for Exclusion”). Any Request


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1 for Exclusion must be received by the Claims Administrator no later than twenty-one (21) calendar

2 days before the Settlement Fairness Hearing date established by the Court. Any Class Member so

3 I excluded shall not be bound by the terms of the Stipulation, nor entitled to any of its benefits, and shall

4 not be bound by any Order and Final Judgment and/or other order of the Court entered herein, whether

5 pursuant to this Stipulation or otherwise.

6

30. Any Class Member who does not exclude himself, herself, or itself from the Class and

7 the Settlement shall have the right to submit written objections concerning the Settlement, Plan of

8 Allocation, and/or Lead Counsel’s application for attorney’s fees and expenses, which objections shall

9 state all of the reasons for the objection(s). Any written objection(s), and any briefs, affidavits or other

10 evidence submitted in support thereof, must be filed with the Clerk of the Court no later than twenty-

11 one (21) calendar days before the Settlement Fairness Hearing date established by the Court. All

12 persons and/or entities desiring to attend the Settlement Fairness Hearing and be heard as objectors

13 must have filed written objections as provided herein, as a condition of appearing and being heard at

14 such hearing. Any Class Member who does not timely file written objections to the Settlement

15 pursuant to this paragraph and the Notice shall not be permitted to object to the Settlement at the

16 Settlement Fairness Hearing, and shall be foreclosed from objecting to, challenging, or otherwise

17 seeking review of the Settlement by appeal or otherwise, in this Action or in any other action.

18

31. To retract or withdraw a Request for Exclusion, a member of the Class must file a

19 written notice with the Claims Administrator stating the person’s or entity’s desire to retract or

20 withdraw his, her, or its Request for Exclusion and that person’s or entity’s desire to be bound by any

21 judgment or settlement in this Action; provided, however, that the filing of such written notice may be

22 effected by Lead Counsel. The Claims Administrator shall provide copies of any requests for exclusion

23 to Lead Counsel upon receipt. Lead Counsel shall promptly notify Defendants’ Counsel of any

24 retraction or withdrawal of a Request for Exclusion. Copies of all requests for exclusion received by

25 Lead Counsel, together with copies of all written revocations of requests for exclusion, shall be

26 delivered to Defendants’ Counsel within three (3) business days of receipt by Lead Counsel but, with

27 respect to timely requests for exclusion, in no event later than fourteen (14) calendar days prior to the

28 Settlement Hearing.


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SUPPLEMENTAL AGREEMENT 1

2 32. Simultaneously herewith, the Parties are executing a confidential Supplemental

3 Agreement Regarding Requests for Exclusion (“Supplemental Agreement”). Unless otherwise directed

4 by the Court, the Supplemental Agreement will not be filed with the Court. The Parties may, in

5 accordance with the terms set forth in the Supplemental Agreement, terminate the Settlement and this

6 Stipulation under certain conditions set forth in the Supplemental Agreement if Lead Counsel is unable

7 to cure these conditions in accordance with the terms of the Supplemental Agreement. Such election

8 must be done in writing to the other Parties. If submission of the Supplemental Agreement is ordered

9 by the Court, the Parties will undertake to have that agreement submitted to the Court in camera so as

10 to preserve the confidentiality of the Supplemental Agreement, particularly the Opt-Out Threshold. In

11 the event of a termination of this Settlement pursuant to the Supplemental Agreement, this Stipulation

and Settlement shall become null and void and of no further force and effect. 12

13 EFFECTIVE DATE OF SETTLEMENT, WAIVER, OR TERMINATION

33. The Effective Date of Settlement shall be the date when all the following shall have 14

occurred: 15

a. funding in conformity with paragraph 8; 16

b

entry of the Order for Notice and Hearing in all material respects in the form 17

annexed hereto as Exhibit C; 18

19 c. final approval by the Court of the Settlement, following notice to the Class and a

hearing, as prescribed by Rule 23 of the Federal Rules of Civil Procedure; and 20

d. entry by the Court of an Order and Final Judgment, in all material respects in the 21 22 form set forth in Exhibit B annexed hereto, and the expiration of any time for appeal or review of such

Order and Final Judgment, or, if any appeal is filed and not dismissed, after such Order and Final 23 24 Judgment is upheld on appeal in all material respects and is no longer subject to review upon appeal or

25 review by writ of certiorari, or, in the event that the Court enters an order and final judgment in the

26 form other than that provided above (“Alternative Judgment”) and none of the Parties hereto elect to

27 terminate this Settlement, the date that such Alternative Judgment becomes final and no longer subject

28 to appeal or review.


18 Case No. 3:14-cv-03673-JD


1

34. Beyond the right to terminate the Settlement and this Stipulation as set forth in

2 paragraph 32 above, Defendants’ Counsel or Lead Counsel shall have the right to terminate the

3 I Settlement and this Stipulation by providing written notice of their election to do so (“Termination

4 Notice”) to all other Parties hereto within thirty (30) calendar days of: (a) the Court’s declining to enter

5 the Order for Notice and Hearing in any material respect; (b) the Court’s refusal to approve this

6 Stipulation or any material part of it; (c) the Court’s declining to enter the Order and Final Judgment in

7 any material respect; (d) the date upon which the Order and Final Judgment is modified or reversed in

8 any material respect by the United States Court of Appeals for the Ninth Circuit or the United States

9 Supreme Court; or (e) the date upon which an Alternative Judgment is modified or reversed in any

10 material respect by the United States Court of Appeals for the Ninth Circuit or the United States

11 Supreme Court.

12

35. Notwithstanding the foregoing paragraph, an order of the Court or modification or

13 reversal on appeal of any order of the Court concerning the Plan of Allocation or the amount of any

14 attorneys’ fees, costs, expenses, and interest awarded by the Court to Lead Plaintiff or Lead Counsel

15 shall not constitute grounds for cancellation or termination of this Stipulation or the Settlement.

16

36. Except as otherwise provided herein, in the event the Settlement is terminated or fails to

17 become effective for any reason, then the Parties to this Stipulation shall be deemed to have reverted to

18 their respective litigation positions as of December 21, 2014, and, except as otherwise expressly

19 provided, the Parties shall proceed in all respects as if this Stipulation and any related orders had not

20 been entered, and any portion of the Settlement Amount previously paid or caused to be paid by

21 Defendants, together with any interest earned thereon, less any Taxes due with respect to such income,

22 and less the costs of administration and notice actually incurred whether paid or not paid, shall be

23 returnable within ten (10) business days to the payors of the Settlement Amount in their respective

24 shares.

25

NO ADMISSION OF WRONGDOING

26

37. This Stipulation and all negotiations, statements, and proceedings in connection herewith

27 shall not, in any event, be construed or deemed to be evidence of an admission or concession on the part

28 of the Released Plaintiff Parties, the Released Defendant Parties, any member of the Class, or any other


19 Case No. 3:14-cv-03673-JD


1 person or entity, of any liability or wrongdoing by them, or any of them, and shall not be offered or

2 received in evidence in any action or proceeding (except an action to enforce this Stipulation and

3 I Settlement contemplated hereby), or be used in any way as an admission, concession, or evidence of

4 any liability or wrongdoing of any nature, and shall not be construed as, or deemed to be evidence of,

5 an admission or concession that the Released Plaintiff Parties, any present or former stockholder of

6 Impax, or any other person or entity, has or has not suffered any damage, except that the Released

7 Plaintiff Parties and Released Defendant Parties may file this Stipulation and/or the Order and Final

8 Judgment in any action that may be brought against them in order to support a defense or counterclaim

9 based on principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or

10 reduction or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim.

11

RELEASE OF CLAIMS

12

38. The obligations incurred pursuant to this Stipulation shall result in the full and final

13 disposition of the Action as against Defendants and the full and final release of any and all of Plaintiff’s

14 Released Claims as against all Released Defendant Parties and shall also release any and all of

15 Defendants’ Released Claims as against all Released Plaintiff Parties. Upon entry of the Order and

16 Final Judgment, the Action shall be dismissed as against Defendants with prejudice and without costs.

17

39. Pursuant to the Order and Final Judgment, upon the Effective Date, Lead Plaintiff, the

18 members of the Class, and their Related Parties, on behalf of themselves and each of their past and

19 present subsidiaries, affiliates, parents, employees, assigns, successors and predecessors, estates, heirs,

20 executors, issue, administrators, and their respective officers, directors, shareholders, general or limited

21 partners, managers, members, agents, attorneys and legal representatives, spouses, representatives, and

22 any persons they represent, shall release and shall be deemed by operation of law to have irrevocably,

23 absolutely and unconditionally, fully, finally, and forever released, waived, discharged, and dismissed

24 each and every Plaintiff’s Released Claim against each and all of the Released Defendant Parties with

25 prejudice, and shall forever be enjoined from prosecuting any or all of Plaintiff’s Released Claims

26 against any Released Defendant Party.

27

40. Pursuant to the Order and Final Judgment, upon the Effective Date, Defendants and their

28 Related Parties, on behalf of themselves and each of their past or present subsidiaries, affiliates, parents,


20 Case No. 3:14-cv-03673-JD


1 employees, assigns, successors and predecessors, estates, heirs, executors, issue, administrators, and

2 their respective officers, directors, shareholders, general or limited partners, managers, members,

3 I agents, attorneys and legal representatives, spouses, representatives, and any persons they represent,

4 shall release and shall be deemed by operation of law to have irrevocably, absolutely and

5 unconditionally, fully, finally, and forever released, waived, discharged, and dismissed each and every

6 Defendants’ Released Claim against each and all of the Released Plaintiff Parties with prejudice, and

7 shall forever be enjoined from prosecuting any or all of Defendants’ Released Claims against any

8 Released Plaintiff Party.

9

CLASS CERTIFICATION

10

41. Solely for purposes of the Settlement, the Parties stipulate and agree to: (a) certification

11 of the Action as a class action pursuant to Rules 23(a) and 23(b)(3) of the Federal Rules of Civil

12 Procedure on behalf of the Class; (b) certification of Lead Plaintiff as class representative; and

13 (c) appointment of Lead Counsel as class counsel pursuant to Rule 23(g) of the Federal Rules of Civil

14 Procedure.

15

MISCELLANEOUS PROVISIONS

16

42. All of the exhibits attached hereto, except any Plan of Allocation, to the extent

17 incorporated in those exhibits, are material and integral parts hereof and are hereby incorporated by

18 reference as though fully set forth herein.

19

43. If, after the filing of this Stipulation but before distribution of any portion of the

20 Settlement Fund, a court of competent jurisdiction determines the transfer of money to the Settlement

21 Fund or any portion thereof by or on behalf of Defendants to be a preference, voidable transfer,

22 fraudulent transfer or similar transaction and any portion thereof is required to be returned, then, at the

23 election of Lead Counsel, the Parties may jointly move the Court to vacate and set aside the releases

24 given and Order and Final Judgment entered in favor of Defendants pursuant to this Stipulation, which

25 releases and Order and Final Judgment shall be null and void, and the Parties shall be restored to their

26 respective positions in the Action immediately prior to the execution of this Stipulation and any cash

27 amounts in the Settlement Fund shall be returned to the persons or entities that paid such amounts, as

28 provided above.


21 Case No. 3:14-cv-03673-JD


1

44. The Parties to this Stipulation intend the Settlement of the Action to be a full, final, and

2 complete resolution of all disputes asserted or which could be asserted by the Class Members or other

3 I releasing parties against Released Plaintiff Parties and Released Defendant Parties with respect to

4 Plaintiff’s Released Claims and Defendants’ Released Claims. Accordingly, Lead Plaintiff, on behalf

5 of itself and the Class, and Defendants agree not to assert in any forum that the Action was brought by

6 Lead Plaintiff or defended by Defendants in bad faith or without a reasonable basis. The Parties hereto

7 shall assert no claims of any violation of Rule 11 of the Federal Rules of Civil Procedure relating to the

8 prosecution, defense, or settlement of the Action. The Parties agree that the amount paid and the other

9 terms of the Settlement were negotiated at arm’s-length and in good faith by the Parties, and reflect a

10 Settlement that was reached voluntarily after consultation with experienced legal counsel.

11

45. This Stipulation may not be modified or amended, nor may any of its provisions be

12 waived except by a writing signed by all Parties hereto or their successors-in-interest.

13

46. The headings herein are used for the purpose of convenience only and are not meant to

14 have legal effect.

15

47. The administration and consummation of the Settlement as embodied in this Stipulation

16 shall be under the authority of the Court, and the Court shall retain jurisdiction for the purpose, inter

17 alia, of entering orders providing for awards of attorney’s fees and expenses to Lead Counsel and

18 enforcing the terms of this Stipulation.

19

48. The waiver by one party of any breach of this Stipulation by any other party shall not be

20 deemed a waiver of any other prior or subsequent breach of this Stipulation.

21

49. This Stipulation and its exhibits constitute the entire agreement among the Parties hereto

22 concerning the Settlement of the Action, and no representations, warranties, or inducements have been

23 made by any party hereto concerning this Stipulation or its exhibits other than those contained and

24 memorialized in such documents.

25

50. Nothing in the Settlement Agreement, or the negotiations relating thereto, is intended to

26 or shall be deemed to constitute a waiver of any applicable privilege or immunity, including, without

27 limitation, attorney-client privilege, joint defense privilege, or work product protection; nor shall it

28 constitute an agreement that such privilege or immunity exists or is applicable here.


22 Case No. 3:14-cv-03673-JD


1

51. This Stipulation may be executed in one or more counterparts. All executed

2 counterparts and each of them shall be deemed to be one and the same instrument. Signatures sent by

3 email in PDF format or by facsimile shall be deemed originals.

4

52. This Settlement Agreement shall be binding when signed, but the Settlement shall be

5 effective only on the condition that the Effective Date occurs.

6

53. This Stipulation is binding upon and shall inure to the benefit of the Parties and their

7 respective agents, successors, executors, heirs, and assigns.

8

54. The construction, interpretation, operation, effect, and validity of this Stipulation, and all

9 documents necessary to effectuate it, shall be governed by the laws of the State of California without

10 regard to any choice of law provision, except to the extent that federal law requires that federal law

11 governs.

12

55. This Stipulation shall not be construed more strictly against one party than another

13 merely by virtue of the fact that it, or any part of it, may have been prepared by counsel for one of the

14 Parties, it being recognized that it is the result of arm’s-length negotiations between the Parties, and all

15 Parties have contributed substantially and materially to the preparation of this Stipulation.

16

56. All counsel and any other person executing this Stipulation and any of the exhibits

17 hereto, or any related settlement documents, warrant and represent that they have been authorized to do

18 so and to take appropriate action required or permitted to be taken pursuant to the Stipulation to

19 effectuate its terms.

20

57. Lead Counsel and Defendants’ Counsel agree to cooperate fully with one another in

21 seeking Court approval of the Order Preliminarily Approving Class Action Settlement and Providing

22 for Notice and Hearing, the Stipulation and the Settlement and in consummating the Settlement in

23 accordance with its terms, and to promptly agree upon and execute all such other documentation as may

24 be reasonably required to obtain final approval by the Court of the Settlement.

25

58. Within ten (10) business days following the Court’s entry of the Order for Notice and

26 Hearing, Defendants shall cause to be served upon the appropriate State official of each State and the

27 Attorney General of the United States notice of the Action in compliance with the requirements of the

28 Class Action Fairness Act, 28 U.S.C. § 1711, et seq ., and shall confirm with Lead Counsel in writing


23 Case No. 3:14-cv-03673-JD


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MOTLEY RICE LLC

/s/ Gregg S. Levin Gregg S. Levin (pro hac vice) William S. Norton William Tinkler 28 Bridgeside Blvd. Mt. Pleasant, SC 29464 Telephone: (843) 216-9000 Facsimile: (843) 216-9450 E-mail: [email protected]

[email protected] [email protected]

William H. Narwold (pro hac vice) [email protected] One Corporate Center 20 Church St., 17th Floor Hartford, CT 06103 Telephone: (860) 882-1681 Facsimile: (860) 882-1682 E-mail: [email protected]

Lead Counsel for Lead Plaintiff KBC Asset Management NV

LATHAM & WATKINS LLP

/s/ Peter A. Wald Peter A. Wald (Bar No. 85705) Marcy C. Priedeman (Bar No. 258505) 505 Montgomery St., Suite 2000 San Francisco, CA 94111 Telephone (415) 391-0600 Facsimile: (415) 395-8095 E-mail: [email protected]

[email protected]

Patrick E. Gibbs (Bar No. 183174) 140 Scott Dr.

that such notification has taken place. Defendants shall be responsible for all costs and expenses related

to such notification.

IN WITNESS WHEREOF , the Parties hereto have caused this Stipulation and Settlement to

be executed, by their duly authorized attorneys, as of May 27, 2015.


24 Case No. 3:14-cv-03673-JD

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Menlo Park, CA 94025-1008 Telephone: (650) 328-4600 Facsimile: (650) 463-2600 E-mail: [email protected]

Counsel for Defendants Impax Laboratories, Inc., Larry Hsu, G. Frederick Wilkinson, and Bryan M. Reasons


25 Case No. 3:14-cv-03673-JD

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motley rice llc -...

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