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AGREEMENT
THIS AGREEMENT is made the 17th day of May, 1995 by and among
International Murex Technologies Corporation, a Canadian corporation ("Murex"),
Xxxxxx X. XxXxxxxxx, Xx., the Estate of Xxxxxx X. XxXxxxxxx, Xx.
and Encon Insurance Managers, Inc. ("Encon").
WHEREAS, Murex, C. Xxxxxx Xxxxxx, Xxxxxxx X. Xxxxxxx, Xx.,
Xxxxxx X. XxXxxxxxx, Xx. and Xxxxxx X. XxXxxxxxx, Xx. (now deceased), are
defendants in In re International Murex Technologies Corporation Securities
Litigation, Master File No. 93 Civ. 336 (the "Litigation"); and
WHEREAS, the parties to the Litigation have reached an
agreement in principle settling the Litigation for five million four hundred
thousand dollars ($5,400,000) in cash and stock (the "Settlement Fund"); and
WHEREAS, the parties are entering into a definitive
Stipulation of Settlement (the "Stipulation"), which defines the rights and
responsibilities of the various parties to the Litigation and to the settlement;
and
WHEREAS, terms used as defined terms in this Agreement which
are not expressly defined herein are use as defined in the Stipulation; and
WHEREAS, Encon represents and warrants that it is has
authority to enter into this agreement on behalf of certain underwriters at
Lloyd's, namely Continental Insurance Company, Royal Insurance Company of
Canada, The General Accident Assurance
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Company of Canada, Simcoe & Erie General Insurance Company and
Non-Marine Underwriters at Lloyd's under Contract No. ENC 192 (collectively, the
"Insurance Companies"), the director's and officer's liability insurance
carriers for Murex; and
WHEREAS, this Agreement is in addition to and not in lieu of
the Stipulation, and the parties to this Agreement acknowledge they are also
bound to the provisions of the Stipulation;
IT IS HEREBY AGREED THAT, in accordance with the provisions of
the Stipulation, the undersigned will contribute to the Settlement Fund as
follows:
Murex: two million one hundred sixty thousand U.S. dollars
($2,160,000) in cash;
Insurance Companies: two million one hundred sixty thousand
U.S. dollars ($2,160,000) in cash; and
Xxxxxx X. XxXxxxxxx, Xx. and the estate of Xxxxxx X.
XxXxxxxxx, Xx.: one million eighty thousand U.S. dollars ($1,080,000) in cash
or Murex common stock, at their election;
and;
FURTHER IT IS AGREED, that Murex, Xxxxxx X. XxXxxxxxx, Xx.,
the Estate of Xxxxxx X. XxXxxxxxx, Xx. and Encon, individually and on behalf of
the Insurance Companies, shall make any cash payments to the Claims
Administrator to hold in escrow for the benefit of the class ten (10) days
prior to the Rule 23(e) Hearing, in accordance with the Stipulation; and
FURTHER IT IS AGREED, Xxxxxx X. XxXxxxxxx, Xx., and the
Estate of Xxxxxx X. XxXxxxxxx, Xx., shall make any
contribution of Murex stock by delivering certificates evidencing shares of
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Murex common stock, as contemplated by Article V(A) of the Stipulation, to
Murex, together with appropriate stock powers for cancellation at the time and
under the circumstance set forth in the Stipulation.
FURTHER IT IS AGREED, that payment by the Insurance Companies
in accordance with this agreement, will satisfy and fulfill and be in full
settlement of all the Insurance Companies' obligations for claims and/or
expenses arising out of or relating to the Litigation; and
FURTHER IT IS AGREED, that Xxxxxx X. XxXxxxxxx, Xx., the
Estate of Xxxxxx X. XxXxxxxxx, Xx., and Encon, individually and on behalf of
the Insurance Companies, waive any and all claims that they may have or will
have to any reversion interest in any unclaimed Settlement Funds, as set forth
in Article V(F) of the Stipulation.
INTERNATIONAL MUREX
TECHNOLOGIES CORPORATION
By:_________________________
C. Xxxxxx Xxxxxx
Vice Chairman and Chief
Financial Officer
/s/ Xxxxxx X. XxXxxxxxx, Xx.
XXXXXX X. XxXXXXXXX, XX.
ESTATE OF XXXXXX X. XxXXXXXXX, XX.
By: /s/ Xxxxxx X. XxXxxxxxx, Xx.
Xxxxxx X. XxXxxxxxx, Xx.
Executor
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ENCON INSURANCE MANAGERS, INC.
By:__________________________
