Common use of Settlement Payment Clause in Contracts

Settlement Payment. Following the entry of the Preliminary Approval Order, Allergan Defendants shall pay or cause to be paid the Settlement Amount totalling twenty-five million U.S. Dollars ($25,000,000.00) in in accordance with the payment terms set forth in Sections IV.B and C. 1. Within three (3) business days following the entry of the Preliminary Approval Order, Class Counsel will provide wire instructions and other information necessary for payment, pursuant to instructions to be communicated by each Allergan Defendant no later than the business day following the entry of the Preliminary Approval Order. No payment will be due until these instructions have been provided and Allergan’s Bank Verification process has been completed. 2. Allergan Defendants will deposit the Settlement Amount into the Escrow Account in accordance with Sections IV.B and C. 3. The Settlement Amount shall not be subject to reduction, and, upon the occurrence of the Effective Date, no funds may be returned to the Allergan Defendants. 4. Releasors agree that fifty-six percent (56%) of the Settlement Amount constitutes consideration for the settlement of Claims involving, arising from, or related to generic opioid drugs that are Products distributed and/or sold before August 2, 2016, by the Divested Actavis Generic Entities and other Divested Entities and the operation of the Divested Actavis Generic Entities and other Divested Entities related to those generic opioid drugs that are Products before August 2, 2016, that the Releasors are asserting, might otherwise assert, or could assert that the Allergan Defendants (or any other Released Entity) is directly or indirectly and/or jointly or severally liable, including but not limited to, based on parent or control liability or a substantially similar theory. Releasors agree that forty-four percent (44%) of the Settlement Amount constitutes consideration for the settlement of Claims involving, arising from, or related to branded opioid drugs that are Products of or attributable to the Allergan Defendants or any other Released Entity (including but not limited to branded opioid drugs that are Products distributed and/or sold before August 2, 2016, by the Divested Actavis Generic Entities and other Divested Entities and the operation of the Divested Actavis Generic Entities and the other Divested Entities related to those branded opioid drugs that are Products before August 2, 2016) that the Releasors are asserting, might otherwise assert, or could assert against the Allergan Defendants or any other Released Entity, of which seventy- seven percent (77%) is specifically involving, arising from, or related to ▇▇▇▇▇▇® (including but not limited to ▇▇▇▇▇▇ manufactured, distributed, marketed, and/or sold from 1997 through 2008 by King Pharmaceuticals, Inc. and/or Alpharma Inc.).

Settlement Payment. Following the entry 3.1 Within seven (7) days of the Preliminary Approval OrderEffective Date, Allergan Defendants BSC shall pay or cause to be paid to Medinol the Settlement Amount totalling twenty-five amount of seven hundred and fifty million U.S. Dollars dollars ($25,000,000.00750,000,000) in in accordance with by wire transfer to an account directed by Medinol (the payment terms set forth in Sections IV.B and C. 1. Within three (3“Settlement Payment”) business days following for the entry settlement of the Preliminary Approval Order, Class Counsel will provide wire instructions and other information necessary for payment, pursuant to instructions to be communicated by each Allergan Defendant no later than the business day following the entry of the Preliminary Approval Order. No payment will be due until these instructions have been provided and Allergan’s Bank Verification process has been completed. 2. Allergan Defendants will deposit the Settlement Amount into the Escrow Account in accordance with Sections IV.B and C. 3U.S. Action. The Settlement Amount Payment represents remuneration for lost commercial profits claimed by Medinol under Section 3.02(a) of the Supply Agreement relating to the alleged breaches of the Supply Agreement. 3.2 Effective upon Medinol’s receipt of the full amount of the Settlement Payment into the account specified by Medinol and the surrender and forfeiture of the BSC Equity Stake pursuant to Section 2.1, (a) the releases pursuant to Article 9 of this Agreement shall take effect, (b) the BSC-Medinol Agreements shall be canceled and terminated, to the extent not previously canceled and terminated, and (c) the Actions shall be subject dismissed with prejudice pursuant to reduction, andSection 8.1. 3.3 The Parties agree that, upon Medinol’s receipt of the occurrence Settlement Payment, the BSC Companies have satisfied any monetary obligations arising out of the Supply Agreement and each of the other BSC-Medinol Agreements up to the Effective Date and that the Settlement Payment is in full and complete satisfaction of all monetary and other claims made or which could have been made by the Medinol Parties against the BSC Companies and its officers, directors and Affiliates prior to and through the Effective Date, no funds may be returned to stemming from the Allergan DefendantsSupply Agreement and each of the other BSC-Medinol Agreements or the Express/Taxus Express Stents. 4. Releasors 3.4 The Parties agree that fifty-six percent (56%) that, effective upon Medinol’s receipt of the Settlement Amount constitutes consideration for Payment, Medinol and its officers, directors and Affiliates have no remaining monetary or other obligations to the settlement of Claims involving, BSC Companies arising from, or related to generic opioid drugs that are Products distributed and/or sold before August 2, 2016, by the Divested Actavis Generic Entities and other Divested Entities and the operation out of the Divested Actavis Generic Entities and other Divested Entities related to those generic opioid drugs that are Products before August 2BSC-Medinol Agreements, 2016, except as contemplated in Article 4 of this Agreement. 3.5 The Parties agree that the Releasors Settlement Payment made pursuant to this Article does not cover any future infringement claims that may be made by Medinol. Such potential future claims are asserting, might otherwise assert, or could assert that the Allergan Defendants (or any other Released Entity) is directly or indirectly and/or jointly or severally liable, including but not limited to, based on parent or control liability or a substantially similar theory. Releasors agree that forty-four percent (44%) of the Settlement Amount constitutes consideration for the settlement of Claims involving, arising from, or related to branded opioid drugs that are Products of or attributable to the Allergan Defendants or any other Released Entity (including but not limited to branded opioid drugs that are Products distributed and/or sold before August 2, 2016, by the Divested Actavis Generic Entities and other Divested Entities and the operation of the Divested Actavis Generic Entities and the other Divested Entities related to those branded opioid drugs that are Products before August 2, 2016) that the Releasors are asserting, might otherwise assert, or could assert against the Allergan Defendants or any other Released Entity, of which seventy- seven percent (77%) is specifically involving, arising from, or related to ▇▇▇▇▇▇® (including but not limited to ▇▇▇▇▇▇ manufactured, distributed, marketed, and/or sold from 1997 through 2008 by King Pharmaceuticals, Inc. and/or Alpharma Inc.)addressed in Article 5.

Settlement Payment. Following a. METROBANK shall, during the entry term and subject to the terms and conditions of this Agreement, pay to the Preliminary Approval Order, Allergan Defendants shall pay or cause MERCHANT at such time/s determined by METROBANK from time to be paid the Settlement Amount totalling twenty-five million U.S. Dollars ($25,000,000.00) in time in accordance with the payment terms set forth in Sections IV.B and C. 1. Within three (3) business days following prevailing practice at the entry relevant time, the total amount of the Preliminary Approval OrderCredit Card transactions effected with the MERCHANT which have been so submitted less: (i) the aggregate Discount Rate on all such Credit Card transactions; (ii) the government taxes; (iii) the aggregate refunds or rebates granted to Cardholders, Class Counsel will provide wire instructions if applicable; and (iv) all other amounts payable or due to METROBANK under this Agreement or otherwise. b. As applicable, all payments made to the MERCHANT shall be made available to the MERCHANT by check, drawn in favor of the MERCHANT, or credited to the MERCHANT’s account with any branch of the Metropolitan Bank & Trust Company (“MBTC”) or with other banks, subject to METROBANK’s right at its discretion at any time to change the mode of such payment to the MERCHANT. For crediting to the MERCHANT’s account with other banks, the relevant transfer fees and other information necessary for related charges shall be borne by the MERCHANT. c. All approval codes given to the MERCHANT does not guarantee outright payment. There may be instance/s of fraud and/or disputes that may preclude such payment. If the MERCHANT does not raise any objection to the amount of payment by METROBANK within thirty (30) days after the date METROBANK issues the check or credits the MERCHANT’s account, pursuant the MERCHANT shall be deemed to instructions have accepted such amount as correct; Provided that nothing in this Section shall preclude METROBANK from correcting any error or discrepancy in such amount paid. d. Subject to the submission of proof to the contrary, any payment by METROBANK under this Agreement, whether or not the MERCHANT has complied with all its obligations under this Agreement, shall be communicated made without prejudice to any claims, rights or remedies that METROBANK may have against the MERCHANT, and shall not constitute any admission or acknowledgment by each Allergan Defendant no later than METROBANK that the business day following the entry MERCHANT has duly performed its obligations under this Agreement or of the Preliminary Approval Order. No payment will be due until these instructions have been provided and Allergan’s Bank Verification process has been completed. 2. Allergan Defendants will deposit the Settlement Amount into the Escrow Account in accordance with Sections IV.B and C. 3. The Settlement Amount shall not be subject to reduction, and, upon the occurrence correctness of the Effective Date, no funds may be returned to the Allergan Defendantsamount so paid. 4. Releasors agree that fifty-six percent (56%) of the Settlement Amount constitutes consideration for the settlement of Claims involving, arising from, or related to generic opioid drugs that are Products distributed and/or sold before August 2, 2016, by the Divested Actavis Generic Entities and other Divested Entities and the operation of the Divested Actavis Generic Entities and other Divested Entities related to those generic opioid drugs that are Products before August 2, 2016, that the Releasors are asserting, might otherwise assert, or could assert that the Allergan Defendants (or any other Released Entity) is directly or indirectly and/or jointly or severally liable, including but not limited to, based on parent or control liability or a substantially similar theory. Releasors agree that forty-four percent (44%) of the Settlement Amount constitutes consideration for the settlement of Claims involving, arising from, or related to branded opioid drugs that are Products of or attributable to the Allergan Defendants or any other Released Entity (including but not limited to branded opioid drugs that are Products distributed and/or sold before August 2, 2016, by the Divested Actavis Generic Entities and other Divested Entities and the operation of the Divested Actavis Generic Entities and the other Divested Entities related to those branded opioid drugs that are Products before August 2, 2016) that the Releasors are asserting, might otherwise assert, or could assert against the Allergan Defendants or any other Released Entity, of which seventy- seven percent (77%) is specifically involving, arising from, or related to ▇▇▇▇▇▇® (including but not limited to ▇▇▇▇▇▇ manufactured, distributed, marketed, and/or sold from 1997 through 2008 by King Pharmaceuticals, Inc. and/or Alpharma Inc.).

Settlement Payment. Following In full settlement of Plaintiffs’ claims for the entry Class, without admitting any liability and only after the satisfaction of the Preliminary Approval Order, Allergan Defendants shall pay or cause to be paid the Settlement Amount totalling twenty-five million U.S. Dollars ($25,000,000.00) in in accordance with the payment terms conditions set forth in Sections IV.B and C. 1. Within three (3) business days following the entry Paragraph 9 below to Glenmoor's satisfaction, Defendant shall pay an “all-inclusive,” non-reversionary Settlement Payment of $450,000.00 plus 50% of the Preliminary Approval Order, Class Counsel will provide wire instructions employer’s share of FICA and FUTA taxes and other information necessary for paymentapplicable employer tax contributions and/or payments to taxing entities associated with the wage payments to Class Members at the rates required by the appropriate tax agency as payment of all sums due under the settlement (“Settlement Payment”) in the manner described below, pursuant to instructions which amount shall be held in trust by the Settlement Administrator to be communicated by each Allergan Defendant no later than the business day following the entry of the Preliminary Approval Order. No payment will be due until these instructions have been provided and Allergan’s Bank Verification process has been completed. 2. Allergan Defendants will deposit the Settlement Amount into the Escrow Account in accordance with Sections IV.B and C. 3allocated as described herein. The Settlement Amount shall Payment is a common fund from which will be made all settlement payments to the Settlement Class members who do not be subject to reduction, and, upon the occurrence opt out of the Effective Date, no funds may be returned to the Allergan Defendants. 4. Releasors agree that fifty-six percent (56%) of the Settlement Amount constitutes consideration for the settlement of Claims involving, arising from, or related to generic opioid drugs settlement; all attorney’s fees and litigation costs and expenses that are Products distributed and/or sold before August 2, 2016, awarded by the Divested Actavis Generic Entities and other Divested Entities and the operation of the Divested Actavis Generic Entities and other Divested Entities related to those generic opioid drugs that are Products before August 2, 2016, that the Releasors are asserting, might otherwise assert, or could assert that the Allergan Defendants (or Court; any other Released Entity) is directly or indirectly and/or jointly or severally liable, including but not limited to, based on parent or control liability or a substantially similar theory. Releasors agree that forty-four percent (44%) of the Settlement Amount constitutes consideration for the settlement of Claims involving, arising from, or related to branded opioid drugs that are Products of or attributable to the Allergan Defendants or any other Released Entity (including but not limited to branded opioid drugs that are Products distributed and/or sold before August 2, 2016, service awards awarded by the Divested Actavis Generic Entities and other Divested Entities and the operation of the Divested Actavis Generic Entities and the other Divested Entities related Court to those branded opioid drugs that are Products before August 2, 2016) that the Releasors are asserting, might otherwise assert, or could assert against the Allergan Defendants or any other Released Entity, of which seventy- seven percent (77%) is specifically involving, arising from, or related to Plaintiff ▇▇▇▇ ▇▇▇▇▇▇® ; all settlement administration costs, including any and all costs related to Class notice, notice of settlement, calculation of settlement payments, all payments to the Settlement Administrator and any other costs of settlement administration (including but “Settlement Administration Costs”). In determining the allocation of the Settlement Payment to each Settlement Class Member the Settlement Administrator, on approval by the Court, and after calculations of all distributions except the distributions to each of the Settlement Class Members shall calculate the proposed individual distributions to each of the Settlement Class Members, utilizing and applying a pro rata distribution to each of the Settlement Class Members in consideration of the number of hours worked during each payroll period and the amount and percentage that their gratuities/service charges were reduced by Defendant for allocation to itself or others. (See, e.g., unredacted Exhibit 7 to Plaintiff’s Motion for Certification and all such similar documents utilized by Defendant and affecting Class Members from February 10, 2012 until the date of the preliminary approval of this Agreement by the Court). The Settlement Class Administrator shall pay the employer’s share of FICA and FUTA taxes and other applicable employer tax contributions and/or payments to taxing entities associated with the wage payments to Class Members at the rates required by the appropriate tax agency from the proceeds of the Settlement Payment. Defendant shall pay 50% of the employer’s share of FICA and FUTA taxes and other applicable employer tax contributions and/or payments to taxing entities associated with the wage payments to Class Members at the rates required by the appropriate tax agency to the Settlement Class Administrator after the final calculation of settlement payments has been completed. Other than as specifically set forth herein, Defendant shall not limited be liable for and shall make no additional payment to ▇▇▇▇▇▇ manufacturedor on behalf of the Settlement Class or to Plaintiffs’ counsel. Other than as specifically set forth herein Defendant shall not be liable for satisfaction of any taxes, distributedcontributions to any employment security funds, marketedcontributions to any retirement plans or employee benefit funds, and/or sold from 1997 through 2008 by King Pharmaceuticalsliens or for any pre- or post-judgment interest, Inc. and/or Alpharma Inc.)liquidated damages, or penalties in addition to the Settlement Payment.

Settlement Payment. Following On the entry of the Preliminary Approval Order, Allergan Defendants shall pay or cause to be paid the Settlement Amount totalling twenty-five million U.S. Dollars ($25,000,000.00) in in accordance with the payment terms set forth in Sections IV.B and C. 1. Within three (3) business days following the entry of the Preliminary Approval Order, Class Counsel will provide wire instructions and other information necessary for payment, pursuant to instructions to be communicated by each Allergan Defendant no later than the business DELETED day following the entry Off-Sale Date of the Preliminary Approval Order. No payment will be due until these instructions have been provided and Allergan’s Bank Verification process has been completed. 2. Allergan Defendants will deposit the Settlement Amount into the Escrow Account in accordance with Sections IV.B and C. 3. The Settlement Amount such issue of each Publication DISTRIBUTOR shall not be subject to reduction, and, upon the occurrence of the Effective Date, no funds may be returned pay PUBLISHER an amount equal to the Allergan Defendants. 4. Releasors agree that fifty-six percent (56%) of the Settlement Amount constitutes consideration for the settlement of Claims involving, arising from, or related to generic opioid drugs that are Products distributed and/or sold before August 2, 2016, by the Divested Actavis Generic Entities and other Divested Entities and the operation of the Divested Actavis Generic Entities and other Divested Entities related to those generic opioid drugs that are Products before August 2, 2016, that the Releasors are asserting, might otherwise assert, or could assert that the Allergan Defendants (or any other Released Entity) is directly or indirectly and/or jointly or severally liable, including but not limited to, based on parent or control liability or a substantially similar theory. Releasors agree that forty-four percent (44%) of the Settlement Amount constitutes consideration for the settlement of Claims involving, arising from, or related to branded opioid drugs that are Products of or attributable to the Allergan Defendants or any other Released Entity (including but not limited to branded opioid drugs that are Products distributed and/or sold before August 2, 2016, by the Divested Actavis Generic Entities and other Divested Entities and the operation of the Divested Actavis Generic Entities and the other Divested Entities related to those branded opioid drugs that are Products before August 2, 2016) that the Releasors are asserting, might otherwise assert, or could assert against the Allergan Defendants or any other Released Entity, of which seventy- seven percent (77%) is specifically involving, arising from, or related to Net B▇▇▇▇▇▇® (including but ▇ with respect to such issue, less the aggregate amount of the following: all advance payments made by DISTRIBUTOR to PUBLISHER or for its account, and all charges, allowances, discounts and other credits or reimbursements incurred or accrued to which DISTRIBUTOR shall be entitled for such issue or which hove been incurred or accrued by DISTRIBUTOR for other issues and which were not limited previously deducted, and any reserve DISTRIBUTOR, in its sole reasonable judgment, estimates is needed for Return Credits for Returns and RDA claims and yet to ▇▇▇▇▇▇ manufacturedbe received. The calculation of the Settlement Payment shall be set forth on a "PUBLISHER Statement" prepared by the DISTRIBUTOR and sent at the time of the Settlement Payment to PUBLISHER together with the amount shown due, distributedif any. In the event that the PUBLISHER Statement indicates on Overpayment or other amount due DISTRIBUTOR, marketedthen DISTRIBUTOR may deduct such Overpayment from any monies due or thereafter due PUBLISHER, and/or sold require PUBLISHER to pay DISTRIBUTOR for such Overpayment within five (5) business days after request for same. Any Returns received and/or charges or credits incurred or accrued by DISTRIBUTOR with respect to any issue of PUBLISHER'S Publication(s) subsequent to the preparation of the PUBLISHER Statement with respect to such issue of the Publications) shall be included as a credit to DISTRIBUTOR on any subsequent PUBLISHER Statement and deducted from 1997 through 2008 by King Pharmaceuticalsany monies thereafter payable to PUBLISHER, Inc. and/or Alpharma Inc.)or DISTRIBUTOR at its option may require PUBLISHER to pay DISTRIBUTOR for any such charges and credits within five (5) business days after request for some. PUBLISHER agrees to accept any PUBLISHER Statement from DISTRIBUTOR as an account stated and the items therein enumerated as true and correct, except as to any specific item or items appearing therein to which the PUBLISHER may object in writing within thirty (30) days from the date of the mailing of said Statement.

Settlement Payment. Following Pursuant to the entry resolutions reached by the Board of Directors of the Preliminary Approval OrderEmployer and of MetaSolv, Allergan Defendants Inc. as reflected in the Minutes of their Special Meeting of July 28, 2003, and accordingly as described in Section 9(B) of the Employment Agreement, the parties mutually agree that on or before July 30, 2004 the Employer shall pay or cause to be paid Executive the Settlement Amount totalling twentytotal sum of Five Hundred Thirty-five million U.S. Eight Thousand Three Hundred Sixty-six and 50/100 Dollars ($25,000,000.00538,366.50) (calculated as one times Executive’s Base Salary under the Employment Agreement, plus one times Executive’s annual target performance bonus as determined pursuant to the Employer’s Performance Bonus Plan). The foregoing amount will be payable as follows: $420,000.00 on or before July 15, 2004; $118,366.50 within thirty days of July 30, 2004, and following MetaSolv’s receipt of the fully executed Re-Affirmation Statement attached hereto as Attachment A. All payments made hereunder shall be subject to customary withholding and other employment taxes. One-fourth (¼) of the settlement payment hereunder shall be in consideration of the release of any claim under the Age Discrimination in Employment Act of 1967, as amended, and as described in Paragraph 3 hereof, and the Executive agrees that such consideration is in addition to anything of value to which he is already entitled. One-fifth (1/5) of the settlement payment hereunder shall be conditioned upon and in consideration of the Executive’s execution and delivery to MetaSolv, Inc. of the fully executed Re-Affirmation Statement attached hereto as Attachment A. The remainder of the value of the settlement payment shall be in consideration of both the release of all other claims, and the covenants and other agreements described below in Paragraphs 4 through 11. No other sums (contingent or otherwise) shall be paid to the Executive in respect of his employment by the Employer, and any such sums (whether or not owed) are hereby expressly waived by the Executive; provided, however, that the Executive (i) may elect to continue his health insurance coverage, as mandated by COBRA, which may continue to the extent required by applicable law, (ii) shall be entitled to receive his account balance, if any, under the Employer’s Section 401(k) Plan in accordance with the payment terms set forth in Sections IV.B and C. 1of such Plan. Within three (3) business days following the entry In addition, all options to purchase common stock of the Preliminary Approval Order, Class Counsel will provide wire instructions and other information necessary for payment, Employer granted to the Executive pursuant to instructions to be communicated by each Allergan Defendant no later than the business day following Employer’s Long-term Incentive Plan shall become, on July 30, 2004, Vested Shares as defined in any Stock Option Agreement(s) between the entry of the Preliminary Approval Order. No payment will be due until these instructions have been provided and Allergan’s Bank Verification process has been completed. 2. Allergan Defendants will deposit the Settlement Amount into the Escrow Account in accordance with Sections IV.B and C. 3. The Settlement Amount shall not be subject to reduction, and, upon the occurrence of the Effective Date, no funds may be returned to the Allergan Defendants. 4. Releasors agree that fifty-six percent (56%) of the Settlement Amount constitutes consideration for the settlement of Claims involving, arising from, or related to generic opioid drugs that are Products distributed and/or sold before August 2, 2016, by the Divested Actavis Generic Entities and other Divested Entities Executive and the operation of the Divested Actavis Generic Entities and other Divested Entities related to those generic opioid drugs that are Products before August 2, 2016, that the Releasors are asserting, might otherwise assert, or could assert that the Allergan Defendants (or any other Released Entity) is directly or indirectly and/or jointly or severally liable, including but not limited to, based on parent or control liability or a substantially similar theoryRelease – ▇▇▇▇▇ ▇. Releasors agree that forty-four percent (44%) of the Settlement Amount constitutes consideration for the settlement of Claims involving, arising from, or related to branded opioid drugs that are Products of or attributable to the Allergan Defendants or any other Released Entity (including but not limited to branded opioid drugs that are Products distributed and/or sold before August 2, 2016, by the Divested Actavis Generic Entities and other Divested Entities and the operation of the Divested Actavis Generic Entities and the other Divested Entities related to those branded opioid drugs that are Products before August 2, 2016) that the Releasors are asserting, might otherwise assert, or could assert against the Allergan Defendants or any other Released Entity, of which seventy- seven percent (77%) is specifically involving, arising from, or related to ▇▇▇▇▇▇® ▇ - Confidential Information Page 2 Employer on the Termination Date and, subject to Paragraph 10, below, the Executive shall have one (including but not limited 1) year from the Termination Date to ▇▇▇▇▇▇ manufacturedexercise any unexercised Vested Shares held by his on the Termination Date. In consideration of Executive’s agreeing to the terms of Paragraph 10 below, distributedthe Company has agreed to the payment schedule in this paragraph above, marketedand further agrees that upon his termination it shall transfer to Executive AS-IS, and/or sold from 1997 through 2008 by King PharmaceuticalsWHERE IS, Inc. and/or Alpharma Inc.)AND WITHOUT WARRANTY OF ANY KIND, the personal property listed on Schedule A of this Agreement.