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EXHIBIT 10(z)
CRYOMEDICAL SCIENCES, INC. SECURITIES LITIGATION
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ("MOU"), entered into as of September
15, 1995, contains the material terms of a settlement ("the Settlement"),
between Cryomedical Sciences, Inc. and certain of its officers and directors
(former and current) (collectively, "Defendants") and Plaintiffs in Cryomedical
Sciences, Inc. Securities Litigation, C. A. No. AW 94-873 (D.Md.) ("the
Action"). Defendants and Plaintiffs (collectively, "the Parties") will
cooperate expeditiously and in good faith to prepare a Stipulation of
Settlement and appropriate accompanying exhibits embodying this MOU.
1. The MOU is binding upon the Parties.
2. Plaintiffs will provide Defendants with a release of all claims
arising out of, in connection with, or related to the Action.
3. In full settlement of all claims, Defendants will pay:
(a) $100,000 (One Hundred Thousand Dollars) in cash. The
cash payment by Defendants will be made into an escrow fund
within five (5) business days from the date of this MOU to be
governed in accordance with a standard escrow agreement for
such settlement of class litigation.
(b) Cryomedical Sciences, Inc. common stock with total value
of $350,000. The number of shares of common stock shall be
calculated based on the average closing price of Cryomedical
common stock on the ten trading days prior to the date that
the district court enters a Final Order of Dismissal in this
action. The stock shall be transferred to an agent named by
Plaintiffs' Counsel three business days after the district
court enters a Final Order of Dismissal of this action, and
shall be freely tradable immediately.
In return, all claims will be dismissed with prejudice pursuant to appropriate
order of the court.
4. This Settlement is contingent on approval by the court. If the
Settlement is not approved, the Settlement funds shall be returned to
Defendants (less the costs of notice actually incurred, up to a
maximum amount of $30,000), and the proposed Settlement shall be
without prejudice to any party. If the costs of notice exceed $30,000,
the excess shall be the responsibility of plaintiffs' counsel in the
event that the settlement is not approved by the Court.
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5. All parties to bear their own costs, except as provided above. Class
counsel's attorneys' fees and expenses, subject to court approval,
shall be paid out of the Settlement proceeds.
6. The stipulation of settlement will contain a customary "quickpay"
provision for attorneys' fees, subject to a mutually satisfactory
undertaking by Xxxxxx & Xxxxxxxx, P.C. to repay such fees with
interest if later modified or reversed. The quick pay provision shall
provide that plaintiffs' counsel will be paid their awarded attorneys,
fees and costs two days after entry of District Court orders approving
the settlement and awarding counsel fees and costs.
/s/ XXXXXXX X. XXXXXX /s/ XXXXX XXXXXX, XX.
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For Plaintiffs For Defendants
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