Common use of Mutual Releases Clause in Contracts

Mutual Releases. A. If the Final Approval Order approving this Settlement Agreement becomes Final, then the Class Plaintiffs, in consideration of this Settlement Agreement and the benefits extended to the Settlement Class, on behalf of themselves, the Settlement Class Members, and each Settlement Class Member, and his/her respective successors, assigns, past, present, and future parents, subsidiaries, joint venturers, partnerships, related companies, affiliates, directors, officers, shareholders, employees, agents, representatives, servants, partners, executors, administrators, assigns, predecessors, descendants, dependents, and heirs, fully release and forever discharge the Released Parties from the Released Claims, arising on or before the Effective Date. B. If the Final Approval Order approving this Settlement Agreement becomes Final, then GTL, on behalf of itself and its past and present parent companies, subsidiaries, joint ventures, partnerships, affiliates, controlled entities, assignees, and all of their respective predecessors, assigns, and successors-in-interest, and all of their respective present or former directors, officers, members, shareholders, agents, employees, representatives, administrators, insurers, and indemnitees, fully releases and forever discharges the Class Plaintiffs from any and all claims that were or could have been brought by GTL or any of them against the Class Plaintiffs in this Action arising on or before the Effective Date. C. This Agreement may be pleaded as a full and complete defense to, and may be used as the basis for a temporary restraining order or preliminary or permanent injunction against, any action, suit, or other proceeding, which has been or may be instituted, prosecuted, continued to be prosecuted, or attempted, asserting any of the Released Claims.

Mutual Releases. A. If (a) Each of the Final Approval Order approving this Settlement Agreement becomes Final, then the Class Plaintiffs, in consideration of this Settlement Agreement and the benefits extended to the Settlement ClassStockholders, on behalf of themselvesthemselves and their respective heirs, the Settlement Class Membersestates, and each Settlement Class Membertrustees, and his/her respective beneficiaries, successors, predecessors, assigns, past, present, and future parents, subsidiaries, joint venturers, partnerships, related companies, affiliatesprincipals, directors, officers, shareholdersand insurers (the “Stockholder Releasors”), employeeshereby do remise, agentsrelease and forever discharge, representativesand covenant not to xxx or take any steps to pursue or further any Legal Proceeding against any of the Other Parties or their respective successors, servants, partners, executors, administratorspredecessors, assigns, predecessorssubsidiaries, descendantsprincipals, dependentsdirectors and officers (in their capacity as such), and heirsinsurers (the “Company Releasees”) from and in respect of any and all claims and causes of action, fully release and forever discharge whether based on any federal, state or foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, that all or any of the Released Parties Stockholder Releasors have, had, or may have against the Company Releasees, or any of them, of any kind, nature or type whatsoever, from the Released Claimsbeginning of time to the date of this Agreement; provided, arising on however, that the foregoing release shall not release any rights or before duties under this Agreement or any claims or causes of action that the Effective DateStockholder Releasors may have for the breach or enforcement of any provision of this Agreement. B. If the Final Approval Order approving this Settlement Agreement becomes Final, then GTL(b) The Company, on behalf of itself and its past and present parent companiessuccessors, subsidiaries, joint ventures, partnerships, affiliates, controlled entities, assignees, and all of their respective predecessors, assigns, and successors-in-interestsubsidiaries, and all of their respective present or former principals, directors, officers, membersand insurers (the “Company Releasors”), shareholdershereby do remise, agents, employees, representatives, administrators, insurersrelease and forever discharge, and indemniteescovenant not to xxx or take any steps to pursue or further any Legal Proceeding against any of the Other Parties or their respective heirs, fully releases estates, trustees, beneficiaries, successors, predecessors, assigns, subsidiaries, principals, directors and forever discharges officers (in their capacity as such), and insurers (the Class Plaintiffs “Stockholder Releasees”) from and in respect of any and all claims and causes of action, whether based on any federal, state or foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, that were or could have been brought by GTL all or any of them the Company Releasors have, had, or may have against the Class Plaintiffs Stockholder Releasees, or any of them, of any kind, nature or type whatsoever, from the beginning of time to the date of this Agreement; provided, however, that the foregoing release shall not release any rights or duties under this Agreement or any claims or causes of action that the Company Releasors may have for the breach or enforcement of any provision of this Agreement. (c) Each Party represents and warrants that it has not heretofore transferred or assigned, or purported to transfer or assign, to any person, firm or corporation any claims, demands, obligations, losses, causes of action, damages, penalties, costs, expenses, attorneys’ fees, liabilities or indemnities herein released. Each of the Parties represents and warrants that neither it nor any assignee has filed any lawsuit against any Other Party. (d) Each Party waives any and all rights (to the extent permitted by state law, federal law, principles of common law or any other law) that may have the effect of limiting the releases in this Action arising Section 5. Without limiting the generality of the foregoing, each Party acknowledges that there is a risk that the damages and costs that it believes it has suffered or will suffer may turn out to be other than or greater than those now known, suspected or believed to be true. Facts on or before the Effective Date. C. This which each Party has been relying in entering into this Agreement may be pleaded as a full and complete defense to, and may be used as the basis for a temporary restraining order or preliminary or permanent injunction against, any action, suit, or other proceeding, which has been or may be instituted, prosecuted, continued later turn out to be prosecutedother than or different from those now known, suspected or attemptedbelieved to be true. Each Party acknowledges that in entering into this Agreement, asserting it has expressed that it agrees to accept the risk of any such possible unknown damages, claims, facts, demands, actions and causes of action. Each Party acknowledges and agrees that the releases and covenants provided for in this Section 5 are binding, unconditional and final as of the Released Claimsdate hereof.

Mutual Releases. A. If (i) For purposes of this Agreement, “Existing Claims” shall mean any and all claims, liabilities, rights and causes of action, whether known or unknown, relating to the Final Approval Order approving this Settlement Agreement becomes Finalpurported events of default set forth in any Event of Default Notice (as defined in the Original Notes) delivered to the Company prior to the Initial Closing Date and any other potential claims arising under, then based on or related to any fact, matter, act or omission, cause, transaction, occurrence or thing arising under or related to any of the Class Plaintiffs, Transaction Documents (as defined in the Original Securities Purchase Agreement) or any of the transactions contemplated thereby. In consideration of this Settlement Agreement the release set forth in Section 1(f)(ii) and the benefits extended to transactions contemplated by this Agreement, effective as of the Settlement ClassInitial Closing, each Buyer, only on behalf of themselvesitself and, to the Settlement Class Membersextent permitted by law, its current and each Settlement Class Memberformer heirs, and his/her respective successorsexecutors, assignsadministrators, pastdevisees, presenttrustees, and future parents, subsidiaries, joint venturers, partnerships, related companies, affiliatespartners, directors, officers, shareholders, employees, agentsconsultants, representatives, servants, partners, executors, administrators, assigns, predecessors, descendantsprincipals, dependentsagents, and heirsparents, fully release and forever discharge the Released Parties from the Released Claimsassociates, arising on or before the Effective Date. B. If the Final Approval Order approving this Settlement Agreement becomes Final, then GTL, on behalf of itself and its past and present parent companiesaffiliates, subsidiaries, joint venturesattorneys, partnershipsaccountants, successors, successors-in-interest and assignees (collectively, the “Buyer Releasing Persons”), hereby waives and releases, to the fullest extent permitted by law, any and all claims, rights and causes of action relating to the Existing Claims that any of the Buyer Releasing Persons had, currently has or may have, that are directly or indirectly related to, based upon, arise out of, or arise in connection with any fact, matter, act or omission, cause, transaction, occurrence or thing occurring up to the date of this release, including, without limitation, any Existing Claims arising out of any of the Transaction Documents (as defined pursuant to the Original Securities Purchase Agreement), against (w) the Company, (x) any of the Company’s current or former parents, affiliates, controlled entitiessubsidiaries, assignees, and all of their respective predecessors, assigns, and successors-in-interestattorneys or counsel, accountants, auditors, advisors, employees, consultants or representatives, (y) any of the Company’s or such other persons’ or entities’ current or former officers, directors, employees, agents, principals, and all signatories or, (z) in the case of their respective present any person or entity described in clauses (x) or (y) above (other than the Company or any of its Subsidiaries), such other persons’ or entities’ current or former officers, directors, officers, members, partners, shareholders, employees, agents, employeesprincipals, representativesBuyers, administratorssignatories, insurersadvisors, consultants, spouses, heirs, estates, executors, attorneys, auditors and indemniteesassociates and members of their immediate families (collectively, fully releases and forever discharges the Class Plaintiffs from any and all “Company Released Persons”). For the avoidance of doubt, claims that were relate to events or could have been brought by GTL or any of them against the Class Plaintiffs in this Action arising on or before the Effective Date. C. This Agreement may be pleaded as a full and complete defense to, and may be used as the basis for a temporary restraining order or preliminary or permanent injunction against, any action, suitcircumstances occurring, or other proceeding, which has been actions taken or may be instituted, prosecuted, continued failed to be prosecutedtaken, after the date of this release are not waived or attemptedreleased hereby. Any claims, asserting any rights or causes of action other than the Released ClaimsExisting Claims are not waived or released hereby either.

Mutual Releases. A. If (a) Each member of the Final Approval Order approving this Settlement Agreement becomes Final, then the Class Plaintiffs, in consideration of this Settlement Agreement and the benefits extended to the Settlement ClassShareholder Group, on behalf of themselvesthemselves and their respective heirs, the Settlement Class Membersestates, and each Settlement Class Membertrustees, and his/her respective beneficiaries, successors, predecessors, assigns, past, present, and future parents, subsidiaries, joint venturers, partnerships, related companies, affiliatesprincipals, directors, officers, shareholdersAssociates and Affiliates (the “Shareholder Releasors”), employeeshereby do remise, agentsrelease and forever discharge, representativesand covenant not to sxx or take any steps to pursue or further any Legal Proceeding against the Company or its successors, servants, partners, executors, administratorspredecessors, assigns, predecessorssubsidiaries, descendantsprincipals, dependentsdirectors, officers, Associates and Affiliates (the “Company Releasees”), and heirseach of them, fully from and in respect of any and all claims and causes of action, whether based on any federal, state or foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, which all or any of the Shareholder Releasors have, had or may have against the Company Releasees, or any of them, of any kind, nature or type whatsoever, including, without limitation, any and all claims and causes of action with respect to the 2016 Annual Meeting and the solicitation of proxies with respect thereto; provided, however, that the foregoing release and forever discharge shall not release any rights or duties under this Agreement or any claims or causes of action the Released Parties from Shareholder Releasors may have for the Released Claims, arising on breach or before the Effective Dateenforcement of any provision of this Agreement. B. If the Final Approval Order approving this Settlement Agreement becomes Final, then GTL(b) The Company, on behalf of itself and its past and present parent companiessuccessors, subsidiaries, joint ventures, partnerships, affiliates, controlled entities, assignees, and all of their respective predecessors, assigns, and successors-in-interestsubsidiaries, and all of their respective present or former principals, directors, officers, membersAssociates and Affiliates (the “Company Releasors”), shareholdershereby do remise, agents, employees, representatives, administrators, insurersrelease and forever discharge, and indemniteescovenant not to sxx or take any steps to pursue or further any Legal Proceeding against any member of the Shareholder Group or their respective heirs, fully releases estates, trustees, beneficiaries, successors, predecessors, assigns, subsidiaries, principals, directors, officers, Associates and forever discharges Affiliates (the Class Plaintiffs “Shareholder Releasees”), and each of them, from and in respect of any and all claims that were and causes of action, whether based on any federal, state or could have been brought by GTL foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, which all or any of them the Company Releasors have, had or may have against the Class Plaintiffs Shareholder Releasees, or any of them, of any kind, nature or type whatsoever, including, without limitation, any and all claims and causes of action with respect to the 2016 Annual Meeting and the solicitation of proxies with respect thereto; provided, however, that the foregoing release shall not release any rights or duties under this Agreement or any claims or causes of action the Company Releasors may have for the breach or enforcement of any provision of this Agreement. (c) Each Party represents and warrants that it has not heretofore transferred or assigned, or purported to transfer or assign, to any person, firm, or corporation any claims, demands, obligations, losses, causes of action, damages, penalties, costs, expenses, attorneys’ fees, liabilities or indemnities herein released. Each of the Parties represents and warrants that neither it nor any assignee has filed any lawsuit against the other Party. (d) Each Party waives any and all rights (to the extent permitted by state law, federal law, principles of common law or any other law) which may have the effect of limiting the releases as set forth in this Action arising Section 7. Without limiting the generality of the foregoing, each Party acknowledges that there is a risk that the damages and costs which it believes it has suffered or will suffer may turn out to be other than or greater than those now known, suspected, or believed to be true. Facts on or before the Effective Date. C. This which each Party has been relying in entering into this Agreement may later turn out to be pleaded as a full and complete defense toother than or different from those now known, suspected or believed to be true. Each Party acknowledges that in entering into this Agreement, it has expressed that it agrees to accept the risk of any such possible unknown damages, claims, facts, demands, actions, and may be used causes of action. Each Party acknowledges and agrees that the releases and covenants provided for in this Section 7 are binding, unconditional and final as the basis for a temporary restraining order or preliminary or permanent injunction against, any action, suit, or other proceeding, which has been or may be instituted, prosecuted, continued to be prosecuted, or attempted, asserting any of the Released Claimsdate hereof.

Mutual Releases. A. If (a) Each of the Final Approval Order approving this Settlement Agreement becomes Final, then the Class Plaintiffs, in consideration of this Settlement Agreement and the benefits extended to the Settlement ClassStockholders, on behalf of themselvesthemselves and their respective heirs, the Settlement Class Membersestates, and each Settlement Class Membertrustees, and his/her respective beneficiaries, successors, predecessors, assigns, past, present, and future parents, subsidiaries, joint venturers, partnerships, related companies, affiliatesprincipals, directors, officers, shareholdersinsurers, employeesAssociates and Affiliates (the “Stockholder Releasors”), agentshereby do remise, representativesrelease and forever discharge, servantsand covenant not to xxx or take any steps to pursue or further any Legal Proceeding against, partnersthe Company or its successors, executors, administratorspredecessors, assigns, predecessorssubsidiaries, descendantsprincipals, dependentsdirectors, officers, insurers, Associates and Affiliates (the “Company Releasees”), and heirseach of them, fully release from and forever discharge in respect of any and all claims and causes of action, whether based on any federal, state or foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, that all or any of the Released Parties Stockholder Releasors have, had or may have against the Company Releasees, or any of them, of any kind, nature or type whatsoever, from the Released Claimsbeginning of time to the date of this Agreement; provided, arising on however, that the foregoing release shall not release any rights or before duties under this Agreement or any claims or causes of action that the Effective DateStockholder Releasors may have for the breach or enforcement of any provision of this Agreement. B. If (b) The Company and the Final Approval Order approving this Settlement Agreement becomes FinalInsiders, then GTL, each on behalf of itself and its past and present parent companiessuccessors, subsidiaries, joint ventures, partnerships, affiliates, controlled entities, assignees, and all of their respective predecessors, assigns, and successors-in-interestsubsidiaries, and all of their respective present or former principals, directors, officers, membersinsurers, shareholdersAssociates and Affiliates (the “Company Releasors”), agentshereby do remise, employeesrelease and forever discharge, representativesand covenant not to xxx or take any steps to pursue or further any Legal Proceeding against, administratorsany of the Stockholders or their respective heirs, estates, trustees, beneficiaries, successors, predecessors, assigns, subsidiaries, principals, directors, officers, insurers, Associates and indemniteesAffiliates (the “Stockholder Releasees”), fully releases and forever discharges the Class Plaintiffs each of them, from and in respect of any and all claims and causes of action, whether based on any federal, state or foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, that were or could have been brought by GTL all or any of them the Company Releasors have, had or may have against the Class Plaintiffs Stockholder Releasees, or any of them, of any kind, nature or type whatsoever, from the beginning of time to the date of this Agreement; provided, however, that the foregoing release shall not release any rights or duties under this Agreement or any claims or causes of action that the Company Releasors may have for the breach or enforcement of any provision of this Agreement. (c) Each party hereto represents and warrants that it has not heretofore transferred or assigned, or purported to transfer or assign, to any person, firm or corporation any claims, demands, obligations, losses, causes of action, damages, penalties, costs, expenses, attorneys’ fees, liabilities or indemnities herein released. Other than for the Nevada Lawsuit, each of the parties hereto represents and warrants that neither it nor any assignee has filed any lawsuit against any other party. (d) Each party hereto waives any and all rights (to the extent permitted by state law, federal law, principles of common law or any other law) that may have the effect of limiting the releases in this Action arising Section 8. Without limiting the generality of the foregoing, each party hereto acknowledges that there is a risk that the damages and costs that it believes it has suffered or will suffer may turn out to be other than or greater than those now known, suspected or believed to be true. Facts on or before the Effective Date. C. This which each party hereto has been relying in entering into this Agreement may be pleaded as a full and complete defense to, and may be used as the basis for a temporary restraining order or preliminary or permanent injunction against, any action, suit, or other proceeding, which has been or may be instituted, prosecuted, continued later turn out to be prosecutedother than or different from those now known, suspected or attemptedbelieved to be true. Each party hereto acknowledges that in entering into this Agreement, asserting it has expressed that it agrees to accept the risk of any such possible unknown damages, claims, facts, demands, actions and causes of action. Each party hereto acknowledges and agrees that the releases and covenants provided for in this Section 8 are binding, unconditional and final as of the Released Claimsdate hereof.

Mutual Releases. A. If the Final Approval Order approving this Settlement Agreement becomes Final, then the Class Plaintiffs, in consideration of this Settlement Agreement and the benefits extended 5. Subject to the payment of the Settlement ClassAmount as provided in Section III.2(a) above, the SJVIA on behalf of themselvesitself, the Settlement Class Membersand its representatives, successors, heirs, assigns, and in a representative capacity on behalf of its plans, members, and beneficiaries, agrees to finally, fully, unconditionally and completely release, acquit and discharge Gallagher, Xxxxxxxxx’x Insurers, and each Settlement Class Member, and his/her of their respective successors, assigns, past, present, present and future parentsofficers, directors, representatives, owners, partners, subsidiaries, parent companies, affiliates, joint venturers, partnershipspredecessors, related companies, affiliates, directors, officersmanagers, shareholders, employees, agents, representatives, servants, partners, executors, administrators, assigns, predecessors, descendants, dependents, and heirs, fully release and forever discharge the Released Parties from the Released Claims, arising on or before the Effective Date. B. If the Final Approval Order approving this Settlement Agreement becomes Final, then GTL, on behalf of itself and its past and present parent companies, subsidiaries, joint ventures, partnerships, affiliates, controlled entities, assignees, and all of their respective predecessors, assigns, and successors-in-interest, and all of their respective present or former directorsassigns, officers, members, shareholdersemployees, agents, employees, representatives, administrators, insurersinsurers and attorneys, and indemnitees, fully releases and forever discharges all persons or entities acting in concert with or affiliated with any of them (the Class Plaintiffs “Gallagher Released Parties”) from any and all claims, debts, liabilities, demands, obligations, controversies, agreements, promises, acts, agreements, liens, losses, fees, costs, expenses, damages, injuries, suits, actions, and causes of action, of whatever kind or nature, whether legal or equitable, known or unknown, suspected or unsuspected, contingent or fixed, that the SJVIA now has, claims that were to have, or could may in the future claim to have been brought by GTL against the Gallagher Released Parties, including without limitation any claims arising from or related to the events giving rise to the Complaint. 6. Subject to the dismissal with prejudice as provided in Section III.4, Gallagher, on behalf of itself, and its representatives, successors, heirs and assigns, agrees to finally, fully, unconditionally and completely release, acquit and discharge the SJVIA and each of its respective past, present and future officers, directors, representatives, owners, partners, subsidiaries, parent companies, affiliates, joint venturers, predecessors, managers, shareholders, servants, successors- in-interest, assigns, employees, agents, insurers and attorneys, and all persons or entities acting in concert with or affiliated with any of them (the “SJVIA Released Parties”) from any and all claims, debts, liabilities, demands, obligations, controversies, agreements, promises, acts, agreements, liens, losses, fees, costs, expenses, damages, injuries, suits, actions, and causes of action, of whatever kind or nature, whether legal or equitable, known or unknown, suspected or unsuspected, contingent or fixed, that Gallagher now has, claims to have, or may in the future claim to have against the Class Plaintiffs in this Action SJVIA Released Parties, including without limitation any claims arising on from or before relating to the Effective Dateevents giving rise to the Complaint. C. This 7. It is the intention of the Parties granting a release under this Agreement may that the releases shall be pleaded effective upon the SJVIA’s receipt of the Settlement Amount that has cleared the banking process. It is also the intent of the Parties that the releases under this Agreement shall be effective as a full bar to each and complete defense toevery claim, demand, and may cause of action that the Parties each have against the other, arising from or relating to the events giving rise to the Complaint. In furtherance of this intention, the parties hereby expressly waive any and all benefits or rights conferred by the provisions of Section 1542 of the California Civil Code, or any similar provision of California law, federal law, or the law of any other state now in effect or in effect in the future. The Parties hereby expressly consent that this Agreement shall be used as the basis for a temporary restraining order or preliminary or permanent injunction againstgiven full force and effect according to each and all of its express terms and conditions, any including those related to unknown and unsuspected claims, demands and causes of action, suitif any, or as well as those relating to any other proceedingclaims, demands, and causes of action specified above. Section 1542 of the California Civil Code, which has been or may be institutedthe Parties expressly waive with respect to the events giving rise to the Complaint, prosecutedprovides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, continued to be prosecutedIF KNOWN BY HIM OR HER, or attempted, asserting any of the Released ClaimsWOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Mutual Releases. A. If 3.1. In settlement of disputed claims in the Final Approval Order approving this Settlement Agreement becomes FinalAction, then the Class Plaintiffs, and in consideration of the representations, warranties and covenants contained in this Settlement Agreement Agreement, subject to and effective only upon entry of the benefits extended to Consent Judgment (whether with or without modification as provided for in Section 2.2), the Settlement ClassPlaintiffs, on behalf of themselvesthemselves and their Affiliates and their and their Affiliates’ respective predecessors, the Settlement Class Members, and each Settlement Class Member, and his/her respective successors, assigns, past, present, and future parents, subsidiaries, joint venturers, partnerships, related companies, affiliates, directorsagents, officers, shareholdersemployees and representatives (collectively, employeesthe “Plaintiff Releasees”), hereby fully, finally and irrevocably relinquish, release and discharge Novel and its Affiliates and its and their respective predecessors, successors, assigns, agents, representativesofficers, servantsemployees and representatives (collectively the “Novel Releasees”) and Actavis and its Affiliates and its and their respective predecessors, partners, executors, administratorssuccessors, assigns, predecessorsagents, descendantsofficers, dependentsemployees and representatives (collectively the “Actavis Releasees”) from any and all claims, demands, damages, liabilities, obligations, and heirscauses of action, fully release known or unknown, suspected or unsuspected, in law or at equity, that were asserted, or that could have been asserted, by the Plaintiffs or any of the other Plaintiff Releasees in connection with a Novel Proposed Product or the Action and forever discharge the Released Parties from the Released Claims, arising on or before the Effective Consent Judgment Entry Date. B. If 3.2. In settlement of disputed claims in the Final Approval Order approving Action, and in consideration of the representations, warranties and covenants contained in this Settlement Agreement becomes FinalAgreement, then GTLsubject to and effective only upon entry of the Consent Judgment (whether with or without the modification provided for in Section 2.2), Novel, on behalf of itself and its past and present parent companies, subsidiaries, joint ventures, partnerships, affiliates, controlled entities, assigneesthe other Novel Releasees, and all Actavis, on behalf of their respective predecessorsitself and the other Actavis Releasees, assignshereby fully, finally and successors-in-interestirrevocably relinquish, release and all of their respective present or former directors, officers, members, shareholders, agents, employees, representatives, administrators, insurers, and indemnitees, fully releases and forever discharges discharge the Class Plaintiffs Plaintiff Releasees from any and all claims claims, demands, damages, liabilities, obligations, and causes of action, known or unknown, suspected or unsuspected, in law or at equity, that were asserted, or that could have been brought asserted, by GTL Novel or any of them against the Class Plaintiffs other Novel Releasees or Actavis or any of the other Actavis Releasees in this connection with an Approved MOVIPREP® Product, a Novel Proposed Product, the ‘381 Patent or the Action and arising on or before the Effective Consent Judgment Entry Date. C. This 3.3. For the avoidance of ambiguity, the releases set forth in this Article 3 do not apply to actions to enforce any requirements or provisions of this Settlement Agreement may be pleaded as a full and complete defense to, and may be used as or the basis for a temporary restraining order or preliminary or permanent injunction against, any action, suit, or other proceeding, which has been or may be instituted, prosecuted, continued to be prosecuted, or attempted, asserting any of the Released ClaimsSettlement Documents.

Mutual Releases. A. If 3.1. In settlement of disputed claims in the Final Approval Order approving this Settlement Agreement becomes FinalAction, then the Class Plaintiffs, and in consideration of the representations, warranties and covenants contained in this Settlement Agreement Agreement, subject to and effective only upon entry of the benefits extended to Consent Judgment (whether with or without modification as provided for in Section 2.2), the Settlement ClassPlaintiffs, on behalf of themselvesthemselves and their Affiliates and their and their Affiliates’ respective predecessors, the Settlement Class Members, and each Settlement Class Member, and his/her respective successors, assigns, past, present, and future parents, subsidiaries, joint venturers, partnerships, related companies, affiliates, directorsagents, officers, shareholdersemployees and representatives (collectively, employees, agents, representatives, servants, partners, executors, administrators, assigns, predecessors, descendants, dependentsthe “Plaintiff Releasees”), and heirs, fully release and forever discharge the Released Parties from the Released Claims, arising on or before the Effective Date. B. If the Final Approval Order approving this Settlement Agreement becomes Final, then GTLGeneral Partnership, on behalf of itself and its past Affiliates and present parent companiesits and their Affiliates’ respective predecessors, subsidiariessuccessors, joint venturesassigns, partnershipsagents, affiliatesofficers, controlled entitiesemployees and representatives (collectively, assigneesthe “General Partnership Releasees”), hereby fully, finally and all of irrevocably relinquish, release and discharge Novel and its Affiliates and its and their respective predecessors, successors, assigns, and successors-in-interest, and all of their respective present or former directorsagents, officers, membersemployees and representatives (collectively the “Novel Releasees”) and Actavis and its Affiliates and its and their respective predecessors, shareholderssuccessors, assigns, agents, employeesofficers, representatives, administrators, insurers, employees and indemnitees, fully releases and forever discharges representatives (collectively the Class Plaintiffs “Actavis Releasees”) from any and all claims claims, demands, damages, liabilities, obligations, and causes of action, known or unknown, suspected or unsuspected, in law or at equity, that were asserted, or that could have been brought asserted, by GTL the Plaintiffs or any of them against the Class Plaintiffs other Plaintiff Releasees or by the General Partnership or any of the other General Partnership Releasees in this connection with a Novel Proposed Product or the Action and arising on or before the Effective Consent Judgment Entry Date. C. This Agreement may be pleaded as a full and complete defense to3.2. In settlement of disputed claims in the Action, and may be used as in consideration of the basis representations, warranties and covenants contained in this Settlement Agreement, subject to and effective only upon entry of the Consent Judgment (whether with or without the modification provided for a temporary restraining order or preliminary or permanent injunction againstin Section 2.2), Novel, on behalf of itself and the other Novel Releasees, and Actavis, on behalf of itself and the other Actavis Releasees, hereby fully, finally and irrevocably relinquish, release and discharge the Plaintiff Releasees and the General Partnership Releasees from any and all claims, demands, damages, liabilities, obligations, and causes of action, suitknown or unknown, suspected or unsuspected, in law or at equity, that were asserted, or other proceedingthat could have been asserted, which has been by Novel or may be instituted, prosecuted, continued to be prosecuted, or attempted, asserting any of the Released Claimsother Novel Releasees or Actavis or any of the other Actavis Releasees in connection with an Approved OSMOPREP® Product, a Novel Proposed Product, the ‘346 Patent or the ‘075 Patent, or the Action and arising before the Consent Judgment Entry Date. 3.3. For the avoidance of ambiguity, the releases set forth in this Article 3 do not apply to actions to enforce any requirements or provisions of this Settlement Agreement or the other Settlement Documents.

Mutual Releases. A. If 3.1. In settlement of the Final Approval Order approving this Settlement Agreement becomes Finaldisputed claims in the Action, then the Class Plaintiffs, and in consideration of the representations, warranties and covenants contained in this Settlement Agreement Agreement, subject to and effective only upon entry of the benefits extended to the Settlement ClassConsent Judgment (whether with or without modification as provided for in Section 2.2), on behalf of themselves, the Settlement Class Members, and each Settlement Class Member, and his/her respective successors, assigns, past, present, and future parents, subsidiaries, joint venturers, partnerships, related companies, affiliates, directors, officers, shareholders, employees, agents, representatives, servants, partners, executors, administrators, assigns, predecessors, descendants, dependents, and heirs, fully release and forever discharge the Released Parties from the Released Claims, arising on or before the Effective Date. B. If the Final Approval Order approving this Settlement Agreement becomes Final, then GTLOmeros, on behalf of itself and its past Affiliates, and present parent companiesits and their respective predecessors, subsidiariessuccessors, joint venturesassigns, partnershipsagents, affiliatesofficers, controlled entitiesdirectors, assigneesemployees and representatives, hereby fully, finally and irrevocably relinquishes, releases and discharges Lupin and its Affiliates, and its and their respective predecessors, successors, assigns, agents, officers, directors, employees, representatives, suppliers, importers, manufacturers, distributors and customers (the “Lupin Releasees”), from any and all claims, demands, damages, liabilities, obligations, and causes of action known or unknown, suspected or unsuspected, in law or equity, including costs, expenses and attorneys’ fees, that were asserted, or that could have been asserted, by Omeros or any of its Affiliates in connection with the ANDA Product, the Approved OMIDRIA Product or the Action and arising before the Effective Date of this Settlement Agreement. For the avoidance of doubt, the release granted under this Section 3.1 shall not apply to any finished product aside from the ANDA Product, or to the supply of ingredients for any finished product aside from the ANDA Product. 3.2. In settlement of the disputed claims in the Action, and in consideration of the representations, warranties and covenants contained in this Settlement Agreement, subject to and effective only upon entry of the Consent Judgment (whether with or without modification as provided for in Section 2.2), Lupin, on behalf of itself and its Affiliates, and its and their respective predecessors, successors, assigns, agents, officers, directors, employees and representatives, hereby fully, finally and irrevocably relinquishes, releases and discharges Omeros and its Affiliates, and its and their respective predecessors, successors, assigns, agents, officers, directors, employees, representatives, suppliers, importers, manufacturers, distributors and customers (the “Omeros Releasees”), from any and all claims, demands, damages, liabilities, obligations, and causes of action known or unknown, suspected or unsuspected, in law or equity, including costs, expenses and attorneys’ fees, that were asserted, or that could have been asserted, by Lupin or any of its Affiliates in connection with the ANDA Product, the Approved OMIDRIA Product or the Action and arising before the Effective Date of this Settlement Agreement. 3.3. In connection with this Settlement Agreement, the Parties and all of their respective predecessorsAffiliates expressly waive and relinquish all rights and benefits afforded by Section 1542 of the California Civil Code, assignswhich provides as follows: 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, and successors-in-interestWHICH IF KNOWN TO HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Further, the Parties and all of their respective present or former directorsAffiliates expressly waive and relinquish all rights and benefits afforded by any law in any other jurisdiction similar to Section 1542 of the California Civil Code. 3.4. For the avoidance of doubt, officers, members, shareholders, agents, employees, representatives, administrators, insurers, and indemnitees, fully the releases and forever discharges the Class Plaintiffs from any and all claims that were or could have been brought by GTL or any of them against the Class Plaintiffs set forth in this Action arising on Article 3 do not apply to actions to enforce any requirements or before the Effective Date. C. This Agreement may be pleaded as a full and complete defense provisions of this Settlement Agreement, including, but not limited to, and may be used as the basis for a temporary restraining order or preliminary or permanent injunction against, any action, suit, or other proceeding, which has been or may be instituted, prosecuted, continued to be prosecuted, or attempted, asserting any provisions of the Released ClaimsConsent Judgment.

Mutual Releases. A. If (a) Upon the Final Approval Order approving this Settlement Agreement becomes Final, then the Class Plaintiffs, in consideration effectiveness of this Settlement Agreement and Agreement, the benefits extended to the Settlement ClassParties, on behalf of themselves, the Settlement Class Members, and each Settlement Class Member, and his/her respective successors, assigns, past, present, and future parents, subsidiaries, joint venturers, partnerships, related companies, affiliates, directors, officers, shareholders, employees, agents, representatives, servants, partners, executors, administrators, assigns, predecessors, descendants, dependents, and heirs, fully release and forever discharge the Released Parties from the Released Claims, arising on or before the Effective Date. B. If the Final Approval Order approving this Settlement Agreement becomes Final, then GTL, on behalf of itself and its past and present parent companies, subsidiaries, joint ventures, partnerships, affiliates, controlled entities, assignees, themselves and all of their respective current and/or former investors, partners, general partners, joint venturers, limited partners, shareholders, owners, officers, directors, employees, managers, agents, insurers, parents, subsidiaries, affiliates, predecessors, assignssuccessors, and successors-in-interest, assignees, corporations, partnerships, heirs, executors, and all administrators, for good and valuable consideration, the receipt and sufficiency of their which is hereby acknowledged, and intending to be legally bound, fully and forever releases, acquits, disclaims, remises, waives, relinquishes, and discharges each other, and each of the Parties’ respective current and/or former creditors, investors, partners, present or and former directorsgeneral partners, present and former limited partners, present and former shareholders , owners, control persons, officers, membersdirectors, shareholdersmanaging directors, managers, employees, agents, employeesattorneys, representatives, administratorsadvisors, insurers, parents, subsidiaries, affiliates, predecessors, successors, successors-in-interest, assignees, trusts, beneficiaries, trustees, grantors, corporations, partnerships, heirs, executors, and indemniteesadministrators, fully releases and forever discharges the Class Plaintiffs from any and all claims claims, debts, demands, accountings, actions, causes of action, controversies, damages, suits, liabilities, obligations, charges, and remedies of whatever nature, known or unknown, foreseen or unforeseen, whether at law, admiralty, or equity, that were have arisen or could have been brought arise by GTL either of the Parties hereto, or their above referenced affiliates, arising out of, related to (directly or indirectly), or connected in any of them against way with Xxxxx’ employment at the Class Plaintiffs in this Action arising Company which occurred on or before the Effective Separation Date. C. This Agreement may be pleaded as a . The releases set forth herein shall be, and remain in effect as, full and complete defense toreleases, and may be used as notwithstanding the basis for a temporary restraining order discovery or preliminary existence of any such additional or permanent injunction against, any action, suit, different facts relating to the subject matter of Xxxxx’ employment with the Company or other proceeding, which has been or may be instituted, prosecuted, continued to be prosecuted, or attempted, asserting any of the Released Claims.this

Mutual Releases. A. If (a) Each member of the Final Approval Order approving this Settlement Agreement becomes Final, then the Class Plaintiffs, in consideration of this Settlement Agreement and the benefits extended to the Settlement ClassShareholder Group, on behalf of themselvesthemselves and their respective heirs, the Settlement Class Membersestates, and each Settlement Class Membertrustees, and his/her respective beneficiaries, successors, predecessors, assigns, past, present, and future parents, subsidiaries, joint venturers, partnerships, related companies, affiliatesprincipals, directors, officers, shareholdersAssociates and Affiliates (the “Shareholder Releasors”), employeeshereby do remise, agentsrelease and forever discharge, representativesand covenant not to xxx or take any steps to pursue or further any Legal Proceeding against the Company or its successors, servants, partners, executors, administratorspredecessors, assigns, predecessorssubsidiaries, descendantsprincipals, dependentsdirectors, officers, Associates and Affiliates (the “Company Releasees”), and heirseach of them, fully from and in respect of any and all claims and causes of action, whether based on any federal, state or foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, which all or any of the Shareholder Releasors have, had or may have against the Company Releasees, or any of them, of any kind, nature or type whatsoever, including, without limitation, any and all claims and causes of action with respect to the 2016 Annual Meeting and the solicitation of proxies with respect thereto; provided, however, that the foregoing release and forever discharge shall not release any rights or duties under this Agreement or any claims or causes of action the Released Parties from Shareholder Releasors may have for the Released Claims, arising on breach or before the Effective Dateenforcement of any provision of this Agreement. B. If the Final Approval Order approving this Settlement Agreement becomes Final, then GTL(b) The Company, on behalf of itself and its past and present parent companiessuccessors, subsidiaries, joint ventures, partnerships, affiliates, controlled entities, assignees, and all of their respective predecessors, assigns, and successors-in-interestsubsidiaries, and all of their respective present or former principals, directors, officers, membersAssociates and Affiliates (the “Company Releasors”), shareholdershereby do remise, agents, employees, representatives, administrators, insurersrelease and forever discharge, and indemniteescovenant not to xxx or take any steps to pursue or further any Legal Proceeding against any member of the Shareholder Group or their respective heirs, fully releases estates, trustees, beneficiaries, successors, predecessors, assigns, subsidiaries, principals, directors, officers, Associates and forever discharges Affiliates (the Class Plaintiffs “Shareholder Releasees”), and each of them, from and in respect of any and all claims that were and causes of action, whether based on any federal, state or could have been brought by GTL foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, which all or any of them the Company Releasors have, had or may have against the Class Plaintiffs Shareholder Releasees, or any of them, of any kind, nature or type whatsoever, including, without limitation, any and all claims and causes of action with respect to the 2016 Annual Meeting and the solicitation of proxies with respect thereto; provided, however, that the foregoing release shall not release any rights or duties under this Agreement or any claims or causes of action the Company Releasors may have for the breach or enforcement of any provision of this Agreement. (c) Each Party represents and warrants that it has not heretofore transferred or assigned, or purported to transfer or assign, to any person, firm, or corporation any claims, demands, obligations, losses, causes of action, damages, penalties, costs, expenses, attorneys’ fees, liabilities or indemnities herein released. Each of the Parties represents and warrants that neither it nor any assignee has filed any lawsuit against the other Party. (d) Each Party waives any and all rights (to the extent permitted by state law, federal law, principles of common law or any other law) which may have the effect of limiting the releases as set forth in this Action arising Section 7. Without limiting the generality of the foregoing, each Party acknowledges that there is a risk that the damages and costs which it believes it has suffered or will suffer may turn out to be other than or greater than those now known, suspected, or believed to be true. Facts on or before the Effective Date. C. This which each Party has been relying in entering into this Agreement may later turn out to be pleaded as a full and complete defense toother than or different from those now known, suspected or believed to be true. Each Party acknowledges that in entering into this Agreement, it has expressed that it agrees to accept the risk of any such possible unknown damages, claims, facts, demands, actions, and may be used causes of action. Each Party acknowledges and agrees that the releases and covenants provided for in this Section 7 are binding, unconditional and final as the basis for a temporary restraining order or preliminary or permanent injunction against, any action, suit, or other proceeding, which has been or may be instituted, prosecuted, continued to be prosecuted, or attempted, asserting any of the Released Claimsdate hereof.

Mutual Releases. A. If (a) Each of the Final Approval Order approving this Settlement Agreement becomes Final, then the Class Plaintiffs, in consideration of this Settlement Agreement and the benefits extended to the Settlement ClassStockholders, on behalf of themselvesthemselves and their respective heirs, the Settlement Class Membersestates, and each Settlement Class Membertrustees, and his/her respective beneficiaries, successors, predecessors, assigns, past, present, and future parents, subsidiaries, joint venturers, partnerships, related companies, affiliatesprincipals, directors, officers, shareholdersinsurers, employeesAssociates and Affiliates (the “Stockholder Releasors”), agentshereby do remise, representativesrelease and forever discharge, servantsand covenant not to sxx or take any steps to pursue or further any Legal Proceeding against, partnersthe Company or its successors, executors, administratorspredecessors, assigns, predecessorssubsidiaries, descendantsprincipals, dependentsdirectors, officers, insurers, Associates and Affiliates (the “Company Releasees”), and heirseach of them, fully release from and forever discharge in respect of any and all claims and causes of action, whether based on any federal, state or foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, that all or any of the Released Parties Stockholder Releasors have, had or may have against the Company Releasees, or any of them, of any kind, nature or type whatsoever, from the Released Claimsbeginning of time to the date of this Agreement; provided, arising on however, that the foregoing release shall not release any rights or before duties under this Agreement or any claims or causes of action that the Effective DateStockholder Releasors may have for the breach or enforcement of any provision of this Agreement. B. If (b) The Company and the Final Approval Order approving this Settlement Agreement becomes FinalInsiders, then GTL, each on behalf of itself and its past and present parent companiessuccessors, subsidiaries, joint ventures, partnerships, affiliates, controlled entities, assignees, and all of their respective predecessors, assigns, and successors-in-interestsubsidiaries, and all of their respective present or former principals, directors, officers, membersinsurers, shareholdersAssociates and Affiliates (the “Company Releasors”), agentshereby do remise, employeesrelease and forever discharge, representativesand covenant not to sxx or take any steps to pursue or further any Legal Proceeding against, administratorsany of the Stockholders or their respective heirs, estates, trustees, beneficiaries, successors, predecessors, assigns, subsidiaries, principals, directors, officers, insurers, Associates and indemniteesAffiliates (the “Stockholder Releasees”), fully releases and forever discharges the Class Plaintiffs each of them, from and in respect of any and all claims and causes of action, whether based on any federal, state or foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, that were or could have been brought by GTL all or any of them the Company Releasors have, had or may have against the Class Plaintiffs Stockholder Releasees, or any of them, of any kind, nature or type whatsoever, from the beginning of time to the date of this Agreement; provided, however, that the foregoing release shall not release any rights or duties under this Agreement or any claims or causes of action that the Company Releasors may have for the breach or enforcement of any provision of this Agreement. (c) Each party hereto represents and warrants that it has not heretofore transferred or assigned, or purported to transfer or assign, to any person, firm or corporation any claims, demands, obligations, losses, causes of action, damages, penalties, costs, expenses, attorneys’ fees, liabilities or indemnities herein released. Other than for the Nevada Lawsuit, each of the parties hereto represents and warrants that neither it nor any assignee has filed any lawsuit against any other party. (d) Each party hereto waives any and all rights (to the extent permitted by state law, federal law, principles of common law or any other law) that may have the effect of limiting the releases in this Action arising Section 8. Without limiting the generality of the foregoing, each party hereto acknowledges that there is a risk that the damages and costs that it believes it has suffered or will suffer may turn out to be other than or greater than those now known, suspected or believed to be true. Facts on or before the Effective Date. C. This which each party hereto has been relying in entering into this Agreement may be pleaded as a full and complete defense to, and may be used as the basis for a temporary restraining order or preliminary or permanent injunction against, any action, suit, or other proceeding, which has been or may be instituted, prosecuted, continued later turn out to be prosecutedother than or different from those now known, suspected or attemptedbelieved to be true. Each party hereto acknowledges that in entering into this Agreement, asserting it has expressed that it agrees to accept the risk of any such possible unknown damages, claims, facts, demands, actions and causes of action. Each party hereto acknowledges and agrees that the releases and covenants provided for in this Section 8 are binding, unconditional and final as of the Released Claimsdate hereof.