EXHIBIT 99.1
SETTLEMENT AGREEMENT
The following are the terms of this Settlement Agreement (hereinafter,
"the Agreement"), dated January 7, 2002, by and among Medical Device Alliance,
Inc., LySonix Inc., Parallax Medical Inc., MDA Capital, Inc. and Xxxxxx Xxxxxx,
Receiver (on behalf of the foregoing entities) (all the foregoing entities and
Xxxxxx Xxxxxx hereinafter, collectively, "MDA"); Xxxxxx X. XxXxxx, Xxx X.
XxXxxx, International Integrated Industries, LLC, XxXxxx Management Corporation,
XxXxxx Management, L.P., McMark, L.P., MDA Equity Performance, Global Asset
Management, L.P., Executive Flite Management, Inc., SMM Charitable Unitrust, TLC
Family L.P., Xxxxx Xxxxxxx-Xxxxxxx, Xxxxxxx X. XxXxxx, and Xxx X. XxXxxx
(hereinafter, collectively "the XxXxxx Parties"); Inamed Corporation and Inamed
Medical Products Corporation (f/k/a/ XxXxxx Medical Corporation) (hereinafter,
collectively, "Inamed"); and the plaintiffs (the "Shareholder Plaintiffs") in
the matters captioned Ahr, et al. v. Medical Device Alliance, Inc. et al., and
Andrikos et al., vs. Medical Device Alliance, Inc., et al., now consolidated
into case No. A400852 in the Eighth Judicial District Court, Xxxxx County,
Nevada (hereinafter, collectively, the "Consolidated Ahr Litigation") and
Chieftain LLC, et al. v. Medical Device Alliance, Inc. et al., in Superior Court
of the State of California, County of Los Angeles (Case No. BC 199819) ("the
Chieftain Litigation"). The parties to this Agreement as listed in this
paragraph are hereinafter and collectively referred to as the "Parties."
WHEREAS, the day-to-day operations of MDA are currently run by Xxxxxx
Xxxxxx, the temporary receiver appointed by the Court upon motion by the
Plaintiffs in the Consolidated Ahr Litigation and whose appointment has been
upheld by the Nevada Supreme Court on direct appeal;
WHEREAS, in the Consolidated Ahr Action and/or the Chieftain
Litigation, some or all of the Parties have asserted claims against one or more
of the other Parties. The factual bases for many of the claims asserted by the
Receiver ("the Receiver Lawsuit") against the XxXxxx Parties and Inamed
(collectively, "the Non-MDA Defendants") are similar to the factual bases for
the Shareholder Plaintiffs' claims against the Non-MDA Defendants. Although the
Receiver and Shareholder Plaintiffs agree that their claims are individual,
direct claims, they believe that they would be satisfied from the same assets of
the Non-MDA Defendants;
WHEREAS, Inamed has asserted claims against, inter alia, Xxxxxx X.
XxXxxx, and Xxxxxx X. XxXxxx has asserted counterclaims against Inamed, in the
matter captioned Inamed Corporation v. Xxxxxx X. XxXxxx and Xxxxxxx X. Xxxxxx,
case number CV-S-99-00189-DWH, in the United States District Court for the
District of Nevada (the "Federal Litigation");
WHEREAS, MDA acknowledges that the Shareholder Plaintiffs invested
Eight Million One Hundred Seventy Five Thousand Two Hundred Fifty Two and 00/100
Dollars ($8,175,252.00) in three private placements in MDA;
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WHEREAS, the Receiver acknowledges that he owes fiduciary duties to all
MDA shareholders, MDA asserts that it has other debts, and MDA believes it is
the beneficiary of the Receiver Lawsuit in which the Receiver seeks to recoup
funds which the Receiver and the Shareholder Plaintiffs have alleged were
wrongfully diverted from MDA by the Non-MDA Defendants to recover other losses;
WHEREAS, MDA has a number of alleged debts, including a claim by the
law firm of Weil, Gottschal & Xxxxxx, LLP (Weil, Gottschal) for approximately
Four Million Dollars ($4,000,000.00) in attorney fees, and a claim by Mentor
Corporation for a judgment of approximately Six Million Dollars ($6,000,000.00);
WHEREAS, the Receiver and his attorneys also have claims for fees that
they allege are due and owing for services provided to MDA;
WHEREAS, MDA's subsidiary Parallax Medical, Inc. ("Parallax") is still
operational;
WHEREAS, for the purposes of this Agreement, the Shareholder Plaintiffs
and MDA agree that Parallax's value is Twenty Five Million Dollars
($25,000,000.00) and that MDA's debts (not including those due and owing to the
Shareholder Plaintiffs as a result of this Agreement) are approximately Twelve
Million Dollars ($12,000,000.00);
WHEREAS, MDA has acknowledged that, if the Shareholder Plaintiffs are
successful in their respective lawsuits against MDA, due to the amount of their
initial investment, statutory interest, potential trebling of damages, punitive
damages, and attorney's fees, MDA's potential exposure to the Shareholder
Plaintiffs' claims is well over Thirty Million Dollars ($30,000,000.00);
WHEREAS, the current MDA Board of Directors consists of three members,
Xxxxxx X. XxXxxx, Xxxxxx X. Xxxxxxx, M.D., and Xxxxxx X. Xxxxxx (hereinafter,
the "MDA Board");
WHEREAS, International Integrated Industries, LLC, is the beneficial
owner of 200,000 shares of Inamed common stock, 150,000 of which are pledged as
security for the lease for the 18th floor at 0000 Xxxxxx Xxxxxx Xxxxxxx in Las
Vegas, Nevada (hereinafter, "the 150,000 Shares") and 50,000 of which are held
by Xxxxxx Xxxxxxx, Esq., on behalf of the Pennsylvania Insurance Commissioner
(the "50,000 Shares");
WHEREAS, MDA is the owner of a warrant for 260,000 shares of Inamed
stock (hereinafter, "the 260,000 Warrant Shares");
WHEREAS, Inamed contends that the 150,000 Shares, the 50,000 Shares,
the 260,000 Warrant Shares and another 660,000 shares of Inamed common stock
owned by MDA and presently in the possession of Wedbush Xxxxxx Securities
(hereinafter, collectively, "the Subject Securities"), among others, are subject
to a certain non-Rule 144 restrictive legend arising out of a July 8, 1998
agreement by and among Xxxxxx X. XxXxxx (on behalf of himself and his
affiliates) and Inamed (hereinafter, "the July 8, 1998 Agreement");
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WHEREAS, McMark LP is the owner of certain real property in
Carpinteria, California, previously occupied by Lysonix, Inc., and in which MDA
has certain lease interests (the "Carpinteria Facility");
WHEREAS, MDA has received invoices from some of the XxXxxx Parties for
charges or services, some of which the XxXxxx Parties contend remain
outstanding;
WHEREAS, prior to the appointment of the Receiver, MDA entered into a
contract with Xxxx Xxxxxxxx for consulting services, and Xx. Xxxxxxxx seeks
payment under that contract;
WHEREAS, the XxXxxx Parties or some of the XxXxxx Parties own MDA
common stock;
WHEREAS, on December 6, 2001, Judge Xxxxxx issued an Order in the
Consolidated Ahr Litigation sanctioning Xxxxxx X. XxXxxx in the amount of
$104,612.72;
WHEREAS, MDA has entered into separate settlement agreements with the
XxXxxx Parties, Inamed and the Shareholder Plaintiffs, each of which has been
found by the Eighth Judicial District Court to have been made in good faith
pursuant to NRS 17.245 and each of which provides that its terms will be
incorporated into this Agreement; and
WHEREAS, the Parties, without conceding liability, have concluded that
it serves their respective interests to avoid the expenditure of additional
time, effort and resources in litigating these disputes, and they now wish to
fully, finally, and forever settle and compromise various claims each has or may
have against the other as fully described herein, and to release, discharge, and
terminate all claims, demands, controversies, suits, causes of action, damages,
rights, warranties, liabilities and obligations between them relating to the
subject matters described herein, and each has concluded, with advice of
independent counsel and in light of the risks and uncertainties of litigation
that the resolution of their respective claims as set forth herein is fair,
reasonable, and adequate and that this Agreement confers substantial benefits
upon each.
NOW THEREFORE, in consideration of the promises and the covenants and
agreements contained herein and all of the terms and conditions set forth
herein, the Parties have entered into this Agreement on the following terms:
A. Agreements Between MDA and the XxXxxx Parties.
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1. Transfer of Interest in 150,000 Shares to MDA. On January 31, 2002, the
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XxXxxx Parties will take and complete any and all actions necessary to
transfer to MDA any and all of the XxXxxx Parties' interest in the 150,000
Shares of Inamed stock;
2. XxXxxx Surrender of Interest in Warrant Shares. On January 31, 2002, the
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XxXxxx Parties will relinquish and surrender to MDA any interest they had,
have or may have in the future, in the warrant for, or the shares
underlying the warrant for, the 260,000 Warrant Shares;
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3. XxXxxx Cooperation in Removal of Inamed Legend. On January 31, 2002, the
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XxXxxx Parties will provide any and all documentation required by law or
otherwise to remove the legend related to the July 8, 1998 Agreement from
the Subject Securities.
4. XxXxxx Cooperation Regarding Wedbush. MDA acknowledges that it will be
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responsible for recovering its Inamed stock from Wedbush Xxxxxx Securities.
MDA and the XxXxxx Parties agree to cooperate in those efforts. Nothing in
this agreement shall, nor is it intended to, impede, impair or compromise
any of the Parties' rights, claims or actions against Wedbush Xxxxxx
Securities. The XxXxxx Parties further agree to cooperate in MDA's efforts
to continue the litigation against and/or secure a settlement from Wedbush
Xxxxxx Securities.
5. XxXxxx Forgives Any MDA Debt. The XxXxxx Parties will forgive any claim
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they had, presently have, or may have in the future, against MDA for unpaid
rent, taxes, or any other charges to MDA or its subsidiaries by any XxXxxx
or XxXxxx related entity, including but not limited to, any charges, fees
or costs relating to or arising out of MDA's lease and use of the
commercial building located in Carpinteria, California, or for aircraft or
related charges by Executive Flight Management, aircraft related, or for
consulting or other charges by XxXxxx Management, or any employment or
consulting agreement by and between MDA or its subsidiaries and any XxXxxx.
In order to facilitate settlement of this matter, and for the express
purposes of this settlement, the Receiver acknowledges the existence of a
contract by and between Xxxx Xxxxxxxx and MDA prior to the appointment of
the Receiver, and MDA acknowledges that it will pay Xxxx Xxxxxxxx all
legitimate charges related to that contract as a creditor, as soon as is
practicable, and in the normal course.
6. MDA Relinquishes Any Interest in Carpinteria Facility. MDA will relinquish
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and release to XxXxxx any and all right, title or interest in the
Carpinteria Facility.
7. XxXxxx to Relinquish MDA Stock. A separate and independent agreement by and
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between the Receiver, on behalf of MDA, and the Plaintiff Shareholders,
dated December 13, 2001, provides for the Shareholder Plaintiffs'
redemption of MDA stock. On the first business day following the expiration
of the redemption period prescribed by that December 13, 2001 Agreement,
the XxXxxx Parties will relinquish and return to the MDA treasury 1.5
shares of XxXxxx'x MDA shareholdings for each and every share redeemed by
the Shareholder Plaintiffs in conjunction with the December 13, 2001
Agreement. MDA shall retire all shares redeemed/returned pursuant to this
paragraph. Any shares that are redeemed by the Plaintiff Shareholders will
not be entitled to the right to vote at the shareholders meeting described
infra.
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8. Voting Restriction on XxXxxx Shareholdings. Any of the XxXxxx Parties' MDA
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shares not returned to the MDA Treasury by operation of Paragraph 7 above
will have certain voting restrictions as described herein:
a. The XxXxxx Parties shall only be entitled to vote their shares with
respect to a shareholder vote for either: 1) a proposed merger of MDA
with another company; or 2) the sale of substantially all the assets
of MDA.
b. With respect to any other vote, the XxXxxx Parties will provide an
irrevocable proxy for a term of seven (7) years, authorizing the
XxXxxx Parties' shares to be voted in accordance with the majority
vote of non-XxXxxx Party owned shares.
c. This restriction shall only apply to the shares the XxXxxx Parties own
at the time of this Court's good faith settlement determination, and
not to shares which the XxXxxx Parties may acquire after the Court's
approval of the settlement agreement.
d. In the event that MDA becomes a Publicly Held Company or merges with a
Publicly Held Company, the voting restrictions of this paragraph shall
be automatically lifted and the otherwise irrevocable proxy will be
deemed revoked. For purposes of this agreement, "Publicly Held
Company" refers to any company listed on the following exchanges:
AMEX, NASDAQ or NYSE.
9. No XxXxxx Officers or Directors. The XxXxxx Parties agree that neither
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Xxxxxx X. XxXxxx, Xxxxxxx XxXxxx, Xxxxx Xxxxxxx, Xxxxxx X. XxXxxx, Xxxxx X.
XxXxxx, nor any other member of the XxXxxx family will serve as an officer
or director of MDA at any time after the execution of this agreement,
unless and until MDA becomes a Publicly Held Company or merges with a
Publicly Held Company as defined above.
10. MDA to Forgive Sanction against XxXxxx. As part of the consideration for
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the return of XxXxxx MDA stock to the Treasury as set forth in Paragraph
[7] above, MDA will not seek enforcement of the Court's December 6, 2001,
Order sanctioning Xxxxxx X. XxXxxx in the amount of $104,612.72, and MDA
will consider said sanction paid in full.
11. Shareholders' Meeting. Within sixty (60) days following the satisfaction
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and completion of all terms of this settlement, the settlement by and
between MDA and Inamed, and the settlement by and between MDA and the
Plaintiff Shareholders, or as soon thereafter as practicable, the Receiver
shall send out a Notice of Shareholders' Meeting and Proxy Solicitation so
that a shareholders' meeting may be conducted to nominate and elect a new
Board of Directors for MDA. During this Shareholders' Meeting, the MDA
Board, with the assistance of the Receiver, shall take nominations of
directors from the floor. After the nominations are closed, proxies timely
received will be voted by the Receiver and the MDA Board consistent with
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the majority vote of the shareholders actually and physically present at
the meeting. XxXxxx MDA stock will be voted at this Shareholders' Meeting
consistent with the terms of Paragraph [8] above. The Receiver will secure
MDA's audited financial statements as soon as possible and complete all
necessary SEC filings in advance of the Shareholders' Meeting.
12. Return of Management Duties to the MDA Board of Directors. Within ten (10)
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days after completion of the Shareholders' Meeting and the election of a
new MDA Board of Directors, the Receiver shall advise the Court of the
status of the election, and the Shareholder Plaintiffs shall immediately
seek a Court Order voluntarily terminating the receivership and thereby
returning control of MDA to its newly elected Board of Directors.
Notwithstanding the foregoing, the Receiver shall continue to run the
operations of MDA and shall maintain authority to ensure that MDA complies
with all terms and conditions of MDA's December 13, 2001, settlement with
the Plaintiff Shareholders.
13. Only MDA and the XxXxxx Parties have any rights or obligations under any of
the provisions contained this Section A, the terms of such provisions being
independent of, and not contingent upon the performance of, any other
provision of this Agreement.
B. Agreements Between MDA and Inamed.
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1. Indemnification of Inamed Against XxXxxx Parties' Claims. MDA agrees to
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indemnify Inamed, and its current and former officers and directors, from
and against all claims made or brought by Xxxxxx X. XxXxxx, or any family
member or XxXxxx controlled entity (the "XxXxxx Entities"), arising out of,
or related to, Consolidated Ahr Litigation and the Chieftain Litigation, or
which arises out of the entering into of this agreement. MDA also agrees to
defend Inamed in any action brought by XxXxxx Entities referred to in this
paragraph unless such action is brought in the courts of the states of
California or New York. If the XxXxxx Entities bring any action as
contemplated by this term in the states of either New York or California,
MDA will have no obligation to defend such action or actions. The indemnity
provisions of this term will still apply in such case however.
2. Indemnification of Inamed Against Non-Settling MDA Shareholders' Claims.
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MDA agrees to indemnify Inamed, and its current and former officers and
directors, from and against all claims made by or brought by any
non-settling MDA shareholder. For purposes of this paragraph, such MDA
shareholder must be or have been a shareholder of record on or before
December 21, 2001.
3. Cash Payment; Delegending. No later than January 7, 2002, the following
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will occur simultaneously:
a. MDA and Inamed will exchange fully executed originals of this
Agreement and execute a stipulation of dismissal with prejudice of all
claims by all settling parties;
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b. Inamed will pay to MDA $2,500,000 by certified funds; and
c. Inamed will provide any and all documentation required by law or
otherwise to remove the legend related to the so called July 8, 1998
Agreement from 660,000 shares of Inamed stock (which stock is
represented by two certificates in the amount of 330,000 each, which
were issued pursuant to the July 8, 1998 Agreement, and are currently
in possession of Wedbush Xxxxxx Securities), and the shares underlying
the warrant for 260,000 shares of Inamed stock issued pursuant to the
July 8, 1998 Agreement.
4. Rule 144 Inapplicable. Inamed acknowledges that the Rule 144 restriction
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does not apply to the 660,000 shares of stock referenced in the immediately
preceding subparagraph 3(c), as Inamed has previously registered said
shares of stock.
5. Delegending of 150,000 Shares. Inamed agrees that by January 31, 2002 it
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will provide any and all documentation required by law or otherwise to
remove the legend related to the July 8, 1998 Agreement from the 150,000
Shares. Nothing in this Agreement shall affect Inamed's rights with respect
to such shares under paragraph 3 of the July 8, 1998 Agreement, which
paragraph remains in full force and effect.
6. Stock Held by Wedbush. The Receiver will be responsible for recovering
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MDA's Inamed stock from Wedbush Securities.
7. Indemnification of Inamed Against Shareholder Plaintiffs' Claims. MDA
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agrees to indemnify Inamed, and its current and former officers and
directors, from and against all claims made or brought by the Shareholder
Plaintiffs, arising out of, or related to, the Consolidated Ahr Litigation
and the Chieftain Litigation, or to secure said Shareholder Plaintiffs'
agreement to be bound by this settlement, and release and dismiss, with
prejudice, all of their respective claims against Inamed, and its current
and former officers and directors.
8. Sale of Inamed Stock by MDA. MDA agrees that it will not sell more than ten
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thousand (10,000) shares per day of its total Inamed holdings, with a cap
of one hundred thousand shares (100,000) per month so as to minimize any
adverse effect on the market for Inamed stock. Provided however, MDA can
also sell, at MDA's expense, some or all of MDA's Inamed stock in a private
sale in such a manner that it does not adversely effect the market for
Inamed stock, as reasonably determined by Inamed, and/or sell some or all
of MDA's Inamed stock, at MDA's expense, in a "secondary" offering in
cooperation with Inamed, using an Underwriter selected by MDA, and
reasonably acceptable to Inamed. In the event that MDA decides to sell its
Inamed stock in a secondary offering, then Inamed agrees to cooperate in
such sale. MDA agrees not to sell, transfer or assign the warrant for
260,000 shares, but nothing in this paragraph prohibits MDA from selling,
transferring or hypothecating Inamed stock in accordance with the other
terms and conditions of this paragraph.
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9. Claims Against Non-settling parties. Nothing in this agreement is intended
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to impede, impair or compromise any of the MDA's or Inamed's right, claims
or actions against non-settling parties.
10. Only MDA and Inamed have any rights or obligations under any of the
provisions contained this Section B, the terms of such provisions being
independent of, and not contingent upon the performance of, any other
provision of this Agreement.
C. Agreements Between MDA and Shareholder Plaintiffs.
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1. The Shareholder Plaintiffs and the amount of each Plaintiffs' investment
are listed individually in Exhibit A attached hereto.
2. MDA will pay the following sums:
a. On the Closing Date (as defined below) MDA will reimburse to each of
the Shareholder Plaintiffs the entire amount of their initial
investment in MDA in exchange for relinquishment of each Shareholder
Plaintiffs shares in MDA to MDA as treasury stock. In lieu of
receiving such cash payment, each Shareholder Plaintiff shall have the
option at the Closing Date to reaffirm his interest in MDA and remain
a shareholder.
b. In addition to the above amounts, MDA on the Closing Date will pay the
Shareholder Plaintiffs' attorneys a total sum of Four Million Dollars
($4,000,000.00) to compensate the Shareholder Plaintiffs' attorneys
for their efforts in securing and defending appointment of the
receivership and prosecution of the Lawsuit. Such payment will be made
to and in care of Xxxx X. Xxxxx, Ltd. On behalf of all attorneys who
participated on behalf of the Shareholder Plaintiffs.
3. Upon final execution of this Agreement and approval by the Court, the
Shareholder Plaintiffs agree to enter the stipulation attached hereto as
Exhibit B, to stay prosecution of all their claims against MDA, except for
their claim for appointment of a receiver. Upon the Closing Date or payment
of all amounts provide for under this Agreement (whichever occurs later),
the Shareholder Plaintiffs agree to dismiss with prejudice all their claims
against MDA, except for their claim for appointment of a receiver.
4. Furthermore in order to allow MDA the opportunity to recoup MDA's assets
from the Non-MDA Defendants and prevent the Shareholder Plaintiffs and MDA
from competing for the same assets, the Shareholder Plaintiffs and MDA
agree to immediately jointly seek dismissal of the Shareholder Plaintiff
claims against the Non-MDA Defendants in the Lawsuit. Although the Parties
do not anticipate such awards, MDA shall indemnify and hold the Shareholder
Plaintiffs harmless from awards for costs by any Non-MDA Defendants with
respect to such dismissal.
5. MDA shall make the payments required under this Agreement to the
Shareholder Plaintiffs and their attorneys, in cash or cash equivalents.
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6. The payments under the preceding paragraph shall be made at the earlier of:
(1) thirty (30) days after a finding by the Court that the Inamed
Settlement is a good faith settlement; (2) thirty (30) days after entry of
final judgment in the Lawsuit; or (3) thirty (30) days after entry of a
final, dispositive settlement date of all claims in the Receiver Lawsuit
(the "Closing Date"). The Closing date may be extended in the event that
MDA has less than Fifty Million Dollars ($50,000,000) in gross assets,
including the Twenty Five Million Dollar ($25,000,000) value allocated for
Parallax, but in no event shall the Closing Date be extended for longer
than six (6) months. In the event of an extension of the Closing Date as
provided hereunder, MDA shall make monthly payments (prorated to the Ahr
and Andrikos Plaintiffs and their attorneys) with all assets above Thirty
Seven Million Dollars ($37,000,000.00) in gross assets. That Thirty Seven
Million Dollar ($37,000,000.00) threshold for payment shall be reduced by
the amount the Weil Gottschal or Mentor debts are compromised or paid by
third parties.
7. Neither MDA nor the Receiver shall be liable for any delay in the Closing
Date attributable to 1) the failure or refusal of Inamed to perform it's
obligations in a timely manner under the Inamed Settlement, or 2) failure
of Wedbush Xxxxxx Securities to release its alleged security interest in
MDA's Inamed stock.
8. Other parties to the Lawsuit (the "Intervenors") have filed a complaint in
intervention and counterclaims against the Shareholder Plaintiffs for the
alleged wrongful appointment of a receiver. The Shareholder Plaintiffs will
continue to defend the claims of the Intervenors.
9. MDA, the Receiver, and the Shareholder Plaintiffs agree that this Agreement
is fair, reasonable, and adequate to all concerned and confers substantial
benefits upon MDA and its shareholders and is in the best interests of MDA
and its shareholders.
10. This Agreement is subject to the approval of each of the Shareholder
Plaintiffs. If for any reason any reason any of the Shareholder Plaintiffs
will not execute the Agreement or cannot be located, those who do sign will
be bound by its terms, while those who do not sign may continue to pursue
their individual actions against MDA and the Non-MDA Defendants.
11. Only MDA and the Shareholder Plaintiffs have any rights or obligations
under any of the provisions contained this Section C, the terms of such
provisions being independent of, and not contingent upon the performance
of, any other provision of this Agreement.
D. Releases; Representation and Covenant Not to Xxx; Waiver.
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1. Releases by All Parties: Each of the Parties and its affiliates, agents,
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partners, associates, representatives, and attorneys, both past and
present, and all persons acting by, through, under or in concert with any
of them, hereby forever mutually release and discharge each other Party and
each of their respective past and present partners, officers, directors,
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employees, agents, representatives, attorneys, accountants, advisors,
consultants, shareholders, subsidiaries, divisions, related entities,
affiliated and parent entities and corporations, and each of their
respective insurers, predecessors, successors and assigns and all persons
acting by, through, under or in concert with any of them, of and from any
and all claims, demands, debts, actions, causes of actions, complaints,
suits, costs, charges, liabilities, rights, commitments, judgments,
attorneys' fees, obligations, damages and liability of any kind whatsoever,
whether known or unknown, concealed, hidden, suspected or unsuspected,
direct or indirect, fixed or contingent, asserted or unasserted, liquidated
or unliquidated, in tort, contract, or any other legal theory, statutory or
otherwise, from the beginning of the world to and including the date of
this Agreement (collectively, "Claims") that they ever alleged, could have
alleged, had or may now have, arising out of, or in any way related to, the
facts and circumstances surrounding and/or alleged at any time in the
Consolidated Ahr Litigation, the Chieftain Litigation, or the Federal
Litigation upon or by reason of any cause or thing whatsoever, except as
specifically reserved or preserved in this Agreement and except for future
claims under this Agreement.
The Parties hereby mutually acknowledge, represent and warrant that the
releases given herein are not contingent upon any other provision of this
Agreement, and supersede any and all prior understandings, agreements,
representations, promises or inducements, whether oral or written, not set
forth or referred to or reserved or preserved in this Agreement, that no
understanding, agreement, representation, warranty, promise or inducement
has been made concerning the subject matter of such releases other than as
set forth in this Agreement, and that each enters into this Agreement and
gives this release without any reliance upon any understanding, agreement,
representation, warranty, promise or inducement not set forth or referred
to in this Agreement. Each of the Parties also represents and warrants that
it has not sold, assigned, pledged or transferred, agreed to sell, assign,
transfer or pledge, or otherwise encumbered any rights in respect of Claims
released hereunder to any other person or entity.
No later than January 31, 2002, the Parties shall prepare and file
voluntary dismissals with prejudice of all claims, counterclaims and
cross-claims, as applicable, asserted by and between the Parties in the
following cases: 1) the Consolidated Ahr Litigation; 2) the Chieftain
Litigation; and 3) the Federal Litigation.
Nothing in this agreement is intended to impede, impair or compromise any
of the settling Parties' rights, claims or actions against non-settling
parties.
2. Representation and Covenant Not to Xxx. Each of the Parties represents and
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warrants that it will not, and each of the Parties covenants not to, file,
commence, join in, appeal, or in any manner further prosecute, or seek
relief through, any lawsuit, arbitration, action, claim, cross-claim,
counterclaim, third party claim, or any other type of claim, in any
jurisdiction whatsoever, arising out of, based upon, or relating to any
Claims released under this Agreement, against any of the Parties, or any of
the facts giving rise to those Claims, or in any manner assert against any
of the Parties any of the Claims.
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3. California Civil Code Section 1542; Waiver. If and to the extent it is or
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may be deemed applicable to one or more of the released claims, with
respect to the releases set forth in this Agreement, the Parties
acknowledge that they are familiar with the provisions of Section 1542 of
the California Civil Code as set forth below and expressly waive, give up
and relinquish any rights or benefits they have or may have under Section
1542, as well as under any other state or federal statute or common law or
principle of similar effect. California Civil Code Section 1542 states:
A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor.
The foregoing waiver of the provisions of Section 1542 of the California
Civil Code was bargained for and the Parties expressly agree that the
releases contained herein will be given full force and effect in accordance
with each and all of the express terms and provisions relating to unknown
and unsuspected claims, demands, and causes of action, if any. The Parties
acknowledge that they may have sustained damages, expenses and losses which
are presently unknown in nature and/or in amount, and that such damages,
expenses, and losses, if any, might give rise to additional claims for
damages, expenses, and losses in the future, which are not now anticipated
by them. The Parties nevertheless acknowledge that this Agreement has been
negotiated and agreed upon in light of this realization and, being fully
aware of the situation, hereby expressly waive all rights that they may
have under California Civil Code Section 1542 as well as under any other
state or federal statute or common law or principle of similar effect.
E. Miscellaneous Provisions.
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1. Headings. All headings in this Agreement are inserted for convenience only
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and shall in no way affect the meaning of any term in the Agreement.
2. Binding Effect. This Agreement (including, without limitation, the releases
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set forth hereunder) shall inure to the benefit of only those Parties who
execute and deliver this Agreement, their respective heirs, successors and
assigns, and shall be binding on any Party executing and delivering this
Agreement, notwithstanding the failure, if any, of any other Party to
execute and deliver this Agreement. Any Party who does not execute and
deliver this Agreement shall not benefit from any of the terms of this
Agreement (including, without limitation, the releases set forth
hereunder).
3. Costs and Expenses. Except as specifically provided for herein, each of the
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parties to this Agreement shall bear its own costs arising out of and/or
relating to the Consolidated Ahr Litigation, the Chieftain Litigation, the
Federal Litigation and any other action related thereto.
20
4. Attorneys' Fees. If any Party shall hereafter commence, join in, assist a
---------------
third party in filing or commencing, or in any manner seek relief through,
any suit, action or other proceeding against any other Party arising out
of, based upon, or relating to, the subject matter of any of the Claims
released by such Party under this Agreement or any of the facts giving rise
to those Claims, or in any manner assert or cause to be asserted against
any Party a cause of action which is based on the subject matter of those
Claims, and this Agreement is held to control the outcome of all or part of
such suit, action or proceeding, any Party so sued which prevails in
asserting that this Agreement controls, will be entitled to recover from
the suing Party its reasonable attorneys' fees, court costs and all other
expenses in upholding the validity and applicability of this Agreement.
5. Authority to Contract. The Parties hereby mutually acknowledge, represent
---------------------
and warrant that the persons executing this document on their behalf are
vested with complete and legal authority to execute agreements, and
specifically, the instant Agreement on their behalf. Xxxxxx X. XxXxxx
further acknowledges, represents and warrants that he has the legal
authority to bind International Integrated Industries, LLC, XxXxxx
Management Corporation, XxXxxx Management, L.P., McMark, L.P., MDA Equity
Performance, Global Asset Management, L.P., Executive Flite Management,
Inc., SMM Charitable Unitrust, and TLC Family L.P. to the terms of instant
Agreement.
6. Continuing Jurisdiction. Upon the full and complete execution of this
------------------------
Agreement, the Honorable Judge Xxxxx Xxxxxx of the Eighth Judicial District
Court of the State of Nevada shall retain jurisdiction in the event of any
dispute concerning the making, terms, performance or breach of this
Agreement. The prevailing party in any such dispute shall be entitled to
its reasonable attorneys fees and costs.
7. Entire Agreement; Modifications. This Agreement constitutes the entire
---------------------------------
agreement between the Parties with respect to the subject matter hereof and
supersedes all prior agreements, understandings, expectations and
discussions of or between the parties, whether oral or written, and there
are no representations or other agreements between the parties respecting
the subject matter hereof; provided, however, that notwithstanding anything
to the contrary in this Agreement, the provisions of paragraphs 3 and 5 of
the July 8, 1998 Agreement remain in full force and effect. No amendment,
modification, or cancellation of any term or condition of this Agreement
will be effective unless executed in writing by the Parties against whom
any such amendment, modification, or cancellation is sought to be enforced.
8. Waiver. Waiver of any term or condition of this Agreement by any Party
------
hereto will only be effective if in writing and will not be construed as a
waiver of any subsequent breach or failure of the same term or condition,
or as a waiver of any other term or condition of this Agreement
21
9. Advice of Counsel. The Parties agree that this Agreement was jointly
------------------
prepared and reviewed by their own respective counsel. In executing this
Agreement, the parties have relied solely upon their own judgment, belief
and knowledge and have sought the advice and recommendation of their own
independently selected counsel concerning the nature, extent and duration
of their rights and claims relating thereto, the rights affected by this
Agreement, the form and content of this Agreement, and the advisability of
entering into and executing this Agreement. No party has been unduly
influenced to any extent whatsoever by any other party. The Parties have
read this Agreement carefully. The contents thereof are known and
understood by the parties, and the same are freely and voluntarily signed.
No amendment, modification, waiver or termination of this Agreement shall
be binding unless set forth in a writing expressly stating that such
amendment, modification, waiver, or termination is intended and signed by
the parties to be bound thereby.
10. Construction; Drafting; No Prejudice. Should any provision of this
----------------------------------------
Agreement require judicial interpretation, it is agreed that the court, in
interpreting or considering such provision, shall not apply any presumption
that the terms hereof shall be more strictly construed against the Party
who itself or through its agent prepared the same, it being agreed that all
Parties hereto have participated in the drafting of this Agreement and that
legal counsel was consulted by each Party in connection with the drafting,
finalization and execution of this Agreement.
11. No Admission. This Agreement and any proceedings taken hereunder are not
------------
and will not in any way be construed as or deemed to be evidence of or any
admission or concession of wrongdoing, fault, error or liability on the
part of any Party, their counsel, or any of them, which liability is
expressly denied and disclaimed by each of the Parties hereto.
12. Governing Law. This Agreement shall be interpreted and construed under the
-------------
laws of the State of Nevada.
13. Counterparts. This Agreement may be executed in two or more counterparts,
------------
which together shall constitute one and the same instrument. Facsimile
transmitted signature pages shall be binding and enforceable as though they
contained original signatures.
22
/s/ Xxxxxx Xxxxxx
-----------------------------
MEDICAL DEVICE ALLIANCE, INC.
By XXXXXX XXXXXX, its Receiver
/s/ Xxxxxx Xxxxxx
-----------------------------
LYSONIX, INC.
By XXXXXX XXXXXX, its Receiver
/s/ Xxxxxx Xxxxxx
-----------------------------
PARALLAX MEDICAL, INC.
By XXXXXX XXXXXX, its Receiver
/s/ Xxxxxx Xxxxxx
-----------------------------
MDA CAPITAL, INC.
By XXXXXX XXXXXX, its Receiver
/s/ Xxxxxx X. XxXxxx
-----------------------------
XXXXXX X. XxXXXX, individually, and on behalf of International Integrated
Industries, LLC, XxXxxx Management Corporation, XxXxxx Management, L.P., McMark,
L.P., MDA Equity Performance, Global Asset Management, L.P., Executive Flite
Management, Inc., SMM Charitable Unitrust, and TLC Family L.P.
/s/ Xxxxxxx XxXxxx
-----------------------------
XXXXXXX XxXXXX
/s/ Xxxxx Xxxxxxx-Xxxxxxx
-----------------------------
XXXXX XXXXXXX - XXXXXXX
/s/ Xxx X. XxXxxx
-----------------------------
XXX X. XxXXXX
/s/ Xxx X. XxXxxx
-----------------------------
XXX X. XxXXXX
/s/Xxxxxxx Xxxxxx
-----------------------------
INAMED CORPORATION and
INAMED MEDICAL PRODUCTS CORPORATION (f/k/a/ XxXxxx Medical Corporation )
23
The AHR Plaintiffs
/s/ Xxxxxx Xxx /s/ Xxxxxx X. Xxxx
----------------------------- -----------------------------
Xxxxxx Xxx Xxxxxx X. Xxxx
/s/ Xxxxxxxxxx Xxx /s/ Xxxxxxx X. Xxxx
----------------------------- -----------------------------
Xxxxxxxxxx Xxx Xxxxxxx X. Xxxx
/s/ Xxxxxxx Xxxxx /s/ Xxxxxx Xxxxx
----------------------------- -----------------------------
Xxxxxxx Xxxxx Xxxxxx Xxxxx
/s/ Xxxxx Xxxxx /s/ Xxxxxxx X. Xxxxx
----------------------------- -----------------------------
Xxxxx Xxxxx Xxxxxxx x. xxxxx
/s/ Xxxxxxxxx X. Xxxxx
Xxxxxxxx Xxxxxxxxx Revocable -----------------------------
Trust Dated 11/8/1995
By: /s/ Xxxxxxxx Xxxxxxxxx The X. X. Xxxxxxx Family Trust
-----------------------------
Xxxxxxxx Xxxxxxxxx, Trustee
By: /s/ Xxxxxxxxx Xxxxxxx
Xxxxxx & Associates Inc. -----------------------------
Retirement Plan Xxxxxxxxx Xxxxxxx, Trustee
By: /s/ Xxxx Xxxxxx
----------------------------- /s/ Xxxxxxx X. Xxxxx
Xxxx Xxxxxx, Trustee -----------------------------
Xxxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxxx
-----------------------------
The Antin & Xxxx Pension & Profit Xxxxxx X. Xxxxxx
Sharing plan
By: /s/ Xxxxxx Xxxxx
-----------------------------
Xxxxxx Xxxxx, Trustee
24
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxx Xxxxx
----------------------------- -----------------------------
Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxx
/s/ Xxxxx Xxxxxxxx /s/ Xxxxxx X. Xxxxx
----------------------------- -----------------------------
Xxxxx Xxxxxxxx Xxxxxx X. Xxxxx
/s/ Xxxxx Xxxxxxxxx /s/ Xxxxxx Xxxxx
----------------------------- -----------------------------
Xxxxx Xxxxxxxxx Xxxxxx Xxxxx
/s/ Xxxxx Xxxxxxxxx /s/ Xxxxxxx X. Xxxxxx
----------------------------- -----------------------------
Xxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxx
/s/ Wm. Xxxxxxx Xxxxx /s/ Xxx Xxxxxx
----------------------------- -----------------------------
Wm. Xxxxxxx Xxxxx Xxx Xxxxxx
Cabrillo Cardiology Medical General /s/ Xxxx Xxxxxxxx
Partnership Inc. Pension & Profit -----------------------------
Sharing Trust. Xxxx Xxxxxxxx
By:/s/Xxxxxxx Rothsbhild
----------------------------- /s/ Kanaan H. Dandachi
Xxxxxxx Xxxxxxxxxx, Trustee -----------------------------
Kanaan H. Dandachi
Chelsea Associates, Inc. /s/ Xxxxxx X. Xxxxxxx
By: Omega Capital Management, -----------------------------
Its Appointed Trustee Xxxxxx X. Xxxxxxx
By: /s/H. Xxxxxxx Xxxxxxxxxx, III.
----------------------------- /s/ Xxxxxxx X. Xxxxxx, Xx.
H. Xxxxxxx Xxxxxxxxxx, III -----------------------------
Its: President Xxxxxxx X. Xxxxxx, Xx.
/s/ Xxxxxx Xxxxxxx
-----------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxxxxx Xxxxxx
-----------------------------
Xxxxxxxx Xxxxxx
25
/s/ Xxxxxx Xxxxxx
-----------------------------
Xxxxxx Xxxxxx /s/ Xxxxxx X. Galfsky
-----------------------------
Xxxxxx I Galfsky
/s/ Xxxxx X. Xxxxxxx
-----------------------------
Xxxxx X. Xxxxxxx /s/ Xxxx Xxxxxxx Xxxxxx
-----------------------------
/s/ Xxxx X. Xxxxx Xxxx Xxxxxxx Xxxxxx
-----------------------------
Xxxx X. Xxxxx
/s/ Xxxxxx Xxxxx
-----------------------------
/s/ Xxxx Xxxxxxxx Xxxxxx Xxxxx
-----------------------------
Xxxx Xxxxxxxx
/s/ Xxxxxx Xxxxx
The Xxxx Xxxx Xxxxx Living Trust -----------------------------
dated 3/15/95 Xxxxxx Xxxxx
By: /s/Xxxx Xxxx Xxxxx
----------------------------- /s/ Xxxxxx Xxxxx
Xxxx Xxxx Xxxxx, Trustee -----------------------------
Xxxxxx Xxxxx
/s/ Xxxxxxx Xxxxx
----------------------------- /s/ Xxxxxx Xxxxx
Xxxxxxx X. Xxxxx -----------------------------
Xxxxxx Xxxxx
/s/ Xxxxxxx X. Xxxxx
----------------------------- Xxxxxxxxx Xxxxx LLC
Xxxxxxx X. Xxxxx
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------
Xxxxxxx Xxxxxxxxx
Its: Member
/s/ R. Xxxx Xxxxxx
-----------------------------
R. Xxxx Xxxxxx
/s/ Xxxxxx X. Xxxxxx
-----------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxx
-----------------------------
Xxxxx X. Xxxxx
26
/s/ Xxxxxxx Makowaka /s/ Xxx Xxx
----------------------------- -----------------------------
Xxxxxxx Xxxxxxx Xxx Xxx
/s/ Xxxxxx Xxxxxxxxx, Xx. /s/ Xxxxx X. Xxxx
----------------------------- -----------------------------
Xxxxxx Xxxxxxxxx, Xx. Xxxxx X. Xxxx
/s/ Filizi X. Xxxxxx /s/ Xxxxxx Xxxxxxxxxx
----------------------------- -----------------------------
Filizi X. Xxxxxx Xxxxxx Xxxxxxxxxx
/s/ Xxxxx Xxxxxxxxxx
/s/ Xxxxx X. Xxxxxx -----------------------------
----------------------------- Xxxxx Xxxxxxxxxx
Xxxxx X. Xxxxxx
/s/ Xxx Xxxxxx
/s/ Xxxxxx Xxxxxxx, III -----------------------------
----------------------------- Xxx Xxxxxx
Xxxxxx Xxxxxxx, III
/s/ Xxxxx X. Xxxxxxx
-----------------------------
/s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxxxx
-----------------------------
Xxxxx X. Xxxxx /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------
Xxxxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxx
----------------------------- /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx -----------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxx Xxxx Xxxxxxxxxx /s/ Xxxxx X. Xxxxxx
----------------------------- -----------------------------
Xxxxx Xxxx Xxxxxxxxxx Xxxxx X. Xxxxxx
/s/ Xxxxxxx Xxxxx
/s/ Xxxxxxx X. Xxxxxxx -----------------------------
----------------------------- Xxxxxxx Xxxxx
Xxxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxxxx
-----------------------------
/s/ Xxxxxx Xxxxxxxx Xxxxx X. Xxxxxxxxx
-----------------------------
Xxxxxx Xxxxxxxx /s/ Xxxxx X. Xxxxxx
-----------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxx Xxxxxx
-----------------------------
Xxxxx Xxxxxx
27
/s/ Xxxx Xxxxxx /s/ Xxxxxx X. Xxxxxx
----------------------------- -----------------------------
Xxxx Xxxxxx Xxxxxx X. Xxxxxx
/s/ Xxxxxx Silver /s/ Xxxxx X. Xxxxxx
----------------------------- -----------------------------
Xxxxxx Silver Xxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxx L. Rolls (Nominees) Ltd.
-----------------------------
Xxxxxx X. Xxxxx By: /s/ L. Rolls
-----------------------------
L. Rolls
/s/ Lembitu Sorra Its: Chairman
-----------------------------
Lembitu Sorra /s/ Xxxxxxx Xxxxxxxx
-----------------------------
Xxxxxx Xxxxxxxxx XXX Xxxxxxx Xxxxxxxx
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------- /s/ Xxxxxx X. Xxxxxxxx
Xxxxxx Xxxxxxxxx, Its Trustee -----------------------------
Xxxxxx X. Xxxxxxxx
/s/ Xxxx X. Xxxxxxxxx
----------------------------- /s/ Xxxx Xxxxxx
Xxxx X. Xxxxxxxxx -----------------------------
Xxxx Xxxxxx
/s/ Xxx Xxxxxx /s/ Xxxxxxx X. Xxxxxxxx
----------------------------- -----------------------------
Xxx Xxxxxx Xxxxxxx X. Xxxxxxxx
/s/ Xxxxx Xxxxxx
/s/ Xxxxxx Xxxxxxxx -----------------------------
----------------------------- Xxxxx Xxxxxx
Xxxxxx Xxxxxxxx
/s/ Xxxx X. Xxxxxxxx
-----------------------------
Xxxx X. Xxxxxxxx
/s/ Xxxxxx Xxxxxxxx
-----------------------------
Xxxxxx Xxxxxxxx
/s/ Xxxx X. Xxxxxx
-----------------------------
Xxxx X. Xxxxxx
28
The Xxxxxxxx Xxxxxxxx Trust /s/ Xx Xxxxxxxxxx
Dated 6/22/98 -----------------------------
Xx Xxxxxxxxxx
By: /s/ Xxxxxxxx Xxxxxxxx
-----------------------------
Xxxxxxxx Xxxxxxx, Trustee Inner Sources, Inc.
/s/ Xxxxxxx Xxxxxx
----------------------------- By: /s/X.X. Yrka
Xxxxxxx Xxxxxx -----------------------------
Its: President
/s/ Xxxxxx X. Xxxxxxxx
----------------------------- /s/ Xxxx Xxxxxx
Xxxxxx X. Xxxxxxxx -----------------------------
Xxxx Xxxxxx
Xxxxxxx X. Xxxxxxxx Xxxxx Trust
Dated 6/19/98 /s/ Xxxx X. Xxxxxxx
-----------------------------
By: /s/ Xxxxxx X. Xxxxxxxx Xxxx X. Xxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxxx, Trustee
/s/ Xxxxxx X. Xxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxx
Xxxxxxxx Limited Partnership
By: /s/Xxxxxx X. Xxxxxxxx /s/ Xxxxxxx Xxxxxx
----------------------------- -----------------------------
Xxxxxx X. Xxxxxxxx Xxxxxxx Xxxxxx
Its: General Partner
29
The Andrikos Plaintiffs
/s/ Xxxxxxxxx X. Xxxxxxxx
-----------------------------
Xxxxxxxxx X. Xxxxxxxx
/s/ Xxxx Xxxxxxx Xxxxxx
-----------------------------
Xxxx Xxxxxxx Xxxxxx
/s/ Xxxx X. Xxxxxxxxxxx
-----------------------------
Xxxx X. Xxxxxxxxxxx
/s/ Xxxx X. Xxxxxxx
-----------------------------
Xxxx X. Xxxxxxx
/s/ Charlotte Xxxxx Xxxxx Xxxxxxx
-----------------------------
Charlotte Xxxxx Xxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxxxxxx Xxxxx Xxxxxx
-----------------------------
Rachael Xxxxxxxxxx Xxxxx Xxxxxx
Xxxxx Xxxxxxxx 1992 Trust
/s/ Xxxxx X. Xxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxxx, Trustee
Leyburn Limited
By: /s/Xxxxxxx Xxxx
-----------------------------
Its: Director
L.T.A.J. Corp.
By: /s/ Xxxx X. Xxxxx
-----------------------------
Xxxx X. Xxxxx
Its: President
30
Pan American Trust Company
By: /s/ X. Xxxxx
-----------------------------
Its: Managing Director
Lincoln Trust Co. FBO Dr. Xxxxx Xxxxx
By: /s/ Xxxxx Xxxxx
-----------------------------
Xxxxx Xxxxx
Its: Trustee
/s/ Xxxx Xxxxx Xxxxxxxx Xxxxx
-----------------------------
Xxxx Xxxxx Xxxxxxxx-Xxxxx
/s/ Xxxxx X. Xxxxxx
-----------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxxxxx Xxxxxxxxx
-----------------------------
Xxxxxxxx Xxxxxxxxx (fka Xxxxxxxx X. Xxxxxx)
/s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxxxx
/s/ Xxxxxxx Xxxxx Xxxxxxxx
-----------------------------
Xxxxxxx Xxxxx Xxxxxxxx
/s/ Xxxx Xxxxxxxx
-----------------------------
Xxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx
-----------------------------
Xxxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxx
-----------------------------
Xxxxxxx Xxxxxxx
31
/s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxx
The Chieftain Plaintiffs
Chieftain LLC
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Its: Managing Member
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Its: Partner in Chieftain Investment in MDA
/s/ Xxxxxxx Xxxxxxx
-----------------------------
Xxxxxxx Xxxxxxx
32
ADDENDUM TO SETTLEMENT AGREEMENT
The undersigned, on behalf of their respective clients, acknowledge
that Paragraph D(1) of the Settlement Agreement provides:
No later than January 31, 2002, the Parties shall prepare and file
voluntary dismissals with prejudice of all claims, counterclaims and
cross-claims, as applicable, asserted by and between the Parties in
the following cases: 1) the Consolidated Ahr Litigation; 2) the
Chieftain Litigation; and 3) the Federal Litigation.
However, the undersigned, on behalf of their respective clients, hereby
stipulate and agree to extend the January 31, 2002, deadline for filing the
Stipulation to Dismiss Action and to Set Hearing for Confirmation of Dismissal
Stipulation in the Chieftain action ("Stipulation"), to 5 p.m. on February 6,
2002. This agreement shall operate as an amendment to the Settlement Agreement
and affects only the deadline for filing the Stipulation.
Dated this 31st day of January, 2002
/s/ Xxxxxxxx X. Xxxxxx /s/ Xxx Xxxxx
----------------------------- ------------------------------
Xxxxxxxx X. Xxxxxx Xxx Xxxxx
Counsel for the Receiver Counsel for Xxxxxx X. XxXxxx,
Xxx X. XxXxxx, International
Integrated Industried, LLC, XxXxxx
/s/ Xxxxxx X. Xxxxxx Management Corporation, XxXxxx
------------------------------ Management, L.P., McMark, L.P., MDA
Xxxxxx X. Xxxxxx Equity Performance, Global Asset
Counsel for Inamed Corporation and Management, L.P., Executive Flite
XxXxxx Medical Corporation Management, Inc., SMM Charitable
Unitrust, TLC Family, L.P., Xxxxx
Xxxxxxx- Xxxxxxx, Xxxxxxx X. XxXxxx,
and Lon. X. XxXxxx
/s/ Xxxx Xxxxx
------------------------------
Xxxx Xxxxx
Counsel for the Plaintiff Shareholders
33
