EXHIBIT 1

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 1 of 56
27886313.v2 

Jeffrey Ratliff 

rgilbertson@qwestoffice.com 

RANSOM GILBERTSON MARTIN 

& RATLIFF, LLP 

1500 NE Irving Street, Suite 412 

Portland, Oregon 97232 

Tel: 503-226-3664 

Liaison Counsel for Plaintiffs 

Patrick V. Dahlstrom 

Leigh Handelman Smollar

pdahlstrom@pomlaw.com 

lsmollar@pomlaw.com 

POMERANTZ LLP 

Ten South La Salle Street, Suite 3505 

Chicago, Illinois 60603 

Telephone: (312) 377-1181 

Facsimile: (312) 377-1184 

Laurence M. Rosen 

lrosen@rosenlegal.com 

Phillip Kim 

pkim@rosenlegal.com 

THE ROSEN LAW FIRM, P.A. 

275 Madison Avenue, 34th Floor 

Tel: 212-686-1060 

Co-Lead Counsel for Plaintiffs 

[Additional counsel on signature page] 

UNITED STATES DISTRICT COURT 

DISTRICT OF OREGON 

IN RE GALENA BIOPHARMA, INC. 

SECURITIES LITIGATION, 

 

CASE No.:3:14-cv-00367-SI 

AMENDED STIPULATION OF 

SETTLEMENT 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 2 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 1 of 55
 2 

27886313.v2 

This Amended Stipulation and Agreement of Settlement (the “Settlement Stipulation”), 

dated February __, 2016, is submitted in the above-captioned Action pending in the United 

States District Court for the District of Oregon. Subject to the approval of the Court pursuant to 

Rule 23 of the Federal Rules of Civil Procedure, this Settlement Stipulation is made and entered 

into by and among (a) Lead Plaintiffs Kisuk Cho, Anthony Kim, Pantelis Lavidas, and Joseph 

Buscema (“Lead Plaintiffs”), and plaintiff Alan Theriault (“Theriault”), together with Lead 

Plaintiffs, the “Plaintiffs”), and (b) Defendants Galena Biopharma, Inc., Mark J. Ahn, Ryan M. 

Dunlap, Remy Bernarda, Steven Kriegsman, Richard Chin, Stephen S. Galliker, Rudolph Nisi, 

Sanford J. Hillsberg, and dismissed defendant Mark W. Schwartz (the “Settling Defendants,” and 

with Plaintiffs, the “Settling Parties”), through their respective counsel of record in the Action. 

The parties to this Settlement Stipulation (including the Plaintiffs and the Settling Defendants) 

shall collectively be referred to as the “Settling Parties.” 

This Settlement Stipulation is intended by the Parties to fully, finally and forever 

compromise, resolve, discharge, release and settle the Released Plaintiffs’ Claims (as defined 

herein), and to dismiss this Action against the Settling Defendants with prejudice, upon the terms 

and subject to the conditions set forth below without any admission or concession as to the 

merits of any claim or defense by the Parties. 

WHEREAS, on March 5, 2014, a putative class action complaint alleging violations of 

Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 was filed in this Court against 

Galena Biopharma, Inc., Mark J. Ahn, Ryan M. Dunlap, and Mark W. Schwartz styled Deering 

v. Galena Biopharma Inc. et al, 11-cv-00367-SI (D. OR.) (“Deering”), on behalf of all persons 

who purchased or otherwise acquired Galena common stock between November 6, 2013 and 

February 14, 2014; 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 3 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 2 of 55
 3 

27886313.v2 

WHEREAS, following the filing of Deering, the following securities class actions were 

filed against, inter alia, defendants Galena, Ahn, Dunlap, and Schwartz (with Deering, the 

“Securities Actions”): 

x Hau v. Galena Biopharma, Inc. et al, 14-cv-00389-SI (D. OR. March 10, 2014); 

x Clavijo v. Galena Biopharma, Inc. et al, 14-cv-00410-SI (D. OR. March 12, 

2014); 

x Jang v. Galena Biopharma, Inc. et al, 14-cv-00435-SI (D. OR. Mar. 17, 2014); 

and 

x Baya v. Galena Biopharma, Inc. et al, 14-cv-558-SI (D. OR. Apr. 4, 2014). 

WHEREAS, several actions brought derivatively in the name of Galena were filed 

against certain of the Galena Defendants in this Court, Oregon state court, and the Delaware 

Court of Chancery over certain of the alleged misconduct giving rise to the claims in the 

Securities Actions (the “Derivative Actions”); 

WHEREAS, on May 5, 2014, pursuant to the Private Securities Litigation Reform Act 

(the “PSLRA”), Lead Plaintiffs, among other competing movants, filed a motion (the “Lead 

Plaintiff Motion”) for consolidation of the Securities Action, for appointment as lead plaintiffs in 

this case and for the Court’s approval of their choice of counsel, The Rosen Law Firm, P.A., and 

Pomerantz, LLP, as lead counsel (“Lead Counsel”) and Ransom, Gilbertson, Martin & Ratliff, 

LLP as liaison counsel (“Liaison Counsel” and, together with Lead Counsel, “Plaintiffs’ 

Counsel”); 

WHEREAS, on October 3, 2014, the Court granted the Lead Plaintiff Motion in full, 

consolidating the Securities Actions into the action re-styled In re Galena Biopharma, Inc. 

Securities Litigation, Case No. 3:14-cv-00367-SI; 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 4 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 3 of 55
 4 

27886313.v2 

WHEREAS, on October 31, 2014, Lead Plaintiffs and additional representative plaintiff 

Theriault filed their Consolidated Class Action Complaint For Violations of the Federal 

Securities Laws (the “Consolidated Complaint”) against the Settling Defendants, as well as 

Defendants The DreamTeamGroup n/k/a DreamTeamNetwork, Thomas Meyer, Michael 

McCarthy, Lidingo Holdings LLC, and Milla Bjorn (a/k/a Kamilla Bjorlin) (the “Promoter 

Defendants,” and with the Settling Defendants, the “Defendants”), on behalf of an expanded 

class consisting of all persons who purchased or otherwise acquired Galena’s common stock 

between August 6, 2013 and May 14, 2014, inclusive (the “Class”, and the “Class Period”); 

WHEREAS, on January 9, 2015, the Settling Defendants filed three Motions to Dismiss 

the Consolidated Complaint; 

WHEREAS, on March 2, 2015, the Settling Parties and the Settling Defendants’ insurers 

(“D&O Insurers”) attended an all-day mediation before The Hon. Layn R. Phillips, U.S.D.J. 

(ret.), and though unsuccessful, the Settling Parties continued settlement discussions; 

WHEREAS, on March 6, 2015, Plaintiffs filed their Omnibus Opposition to the Settling 

Defendants’ Motions to Dismiss; 

WHEREAS, on April 3, 2015, the Settling Defendants filed their Replies in further 

support of their Motions to Dismiss; 

WHEREAS, on April 28, 2015, the Court heard oral arguments on the Settling 

Defendants’ Motions to Dismiss; 

WHEREAS, on May 12, 2015, the Promoter Defendants filed their Motions to Dismiss 

the Consolidated Complaint; 

WHEREAS, on May 27, 2015, Plaintiffs filed their Opposition to the Promoter 

Defendants’ Motions to Dismiss; 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 5 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 4 of 55
 5 

27886313.v2 

WHEREAS, on June 9, 2015, and June 10, 2015, the Promoter Defendants filed their 

Replies in further support of their Motions to Dismiss; 

WHEREAS, on August 8, 2015, the Court entered an order granting in part and denying 

in part the Settling Defendants’ Motions to Dismiss, dismissing all claims against Mark 

Schwartz, and granting Plaintiffs leave to amend; 

WHEREAS, on September 19, 2015, the Settling Parties and the D&O insurers again 

appeared for an all-day mediation before Judge Phillips. The September 19, 2015 Mediation was 

unsuccessful, but the Settling Parties continued settlement discussions in earnest, including 

through direct communications between Galena, its executives and Defense counsel, and 

Plaintiffs’ counsel, and through extensive communications with Judge Phillips; 

WHEREAS, on September 29, 2015, Plaintiffs informed the Court that they would not 

file an amended complaint; 

WHEREAS, on November 6, 2015, Judge Phillips issued a confidential Mediator’s 

Proposal to settle the Action as between the Settling Parties reflecting the mediator’s 

independent assessment of a fair and reasonable settlement considering the parties’ respective 

positions as to the merits, and possible limitations on the Settling Defendants’ ability to satisfy 

any judgment (should one be entered), particularly given a dispute with and reservation of rights 

by the D&O Insurers; 

WHEREAS, the Settling Parties each separately accepted the Mediator’s Proposal and, 

on December 3, 2015, the Settling Parties executed a Memorandum of Understanding (the 

“MOU”) providing for a settlement of the Settling Plaintiffs’ claims, individually and on behalf 

of the Class, against the Settling Defendants; 

WHEREAS, the Settlement set forth in this Settlement Stipulation is the product of 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 6 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 5 of 55
 6 

27886313.v2 

extensive, arm’s-length settlement negotiations that were facilitated by an experienced mediator, 

Judge Phillips; 

 WHEREAS, while Plaintiffs and their counsel believe they can prove that the Settling 

Defendants committed acts and/or omissions that subject them to liability under the federal 

securities laws, they nevertheless enter into this Settlement to obtain the significant benefits the 

Settlement will provide while, at the same time, eliminating the uncertainties, burden, risk, and 

expense of further litigation of the Action, and mindful of problems of proof of, and possible 

defenses to, the federal securities law violations asserted in the Action, including, but not limited 

to, proof of the Settling Defendants’ state of mind, causation, and damages. Based on their 

evaluation, Plaintiffs and Plaintiffs’ Counsel have concluded that the terms and conditions of this 

Settlement Stipulation confer substantial immediate benefits upon the Class, are fair, reasonable 

and adequate to the Class, and that it is in the best interests of the Class to settle the claims raised 

in the Action pursuant to the terms and provisions of this Settlement Stipulation; 

WHEREAS, while the Settling Defendants have denied, and continue to deny, all 

allegations of wrongdoing, fault, liability or damage to Plaintiffs and the Class and would have 

continued to resist vigorously Plaintiffs’ claims and would have continued to assert defenses 

thereto, the Settling Defendants are, nevertheless, entering into this Settlement to eliminate the 

uncertainties, burden, risk and expense of further litigation; this Settlement Stipulation shall in 

no event be construed or deemed to be evidence of or an admission or concession on the part of 

the Settling Defendants with respect to any claim or of any fault or liability or wrongdoing or 

damage whatsoever, or any infirmity in the defenses that the Settling Defendants have asserted, 

or could have asserted, in the Action; 

WHEREAS, without admitting the strengths or weaknesses of any claims or defenses, the 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 7 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 6 of 55
 7 

27886313.v2 

Settling Parties have agreed to the Settlement set forth herein; 

NOW, THEREFORE, IT HEREBY IS STIPULATED AND AGREED, among Plaintiffs, 

on behalf of themselves and each of the other Class Members, by and through their duly 

authorized counsel, and the Settling Defendants, by and through their duly authorized counsel, 

that subject to the approval of the Court, this Action against the Settling Defendants hereby will 

be settled, compromised, and dismissed on the merits with prejudice, on the terms and conditions 

set forth in this Settlement Stipulation dated as of February 1, 2016. 

I. DEFINITIONS 

1. As used in this Settlement Stipulation and the exhibits annexed hereto, the 

following terms have the following meanings unless this Settlement Stipulation or an exhibit 

provides otherwise, and in addition to the terms defined in the Recitals to this Settlement 

Stipulation: 

(a) “Action” means the above-captioned action styled In re Galena Biopharma, Inc. 

Securities Litigation, Case No. 3:14-cv-00367-SI, pending in the United States District Court for 

the District of Oregon. 

(b) “Authorized Claimant” means any Class Member (or the representative of such 

Class Member including, without limitation, its agents, administrators, executors, heirs, 

successors, and assigns) who (i) timely returns a valid and signed Proof of Claim to the Claims 

Administrator, (ii) whose Proof of Claim is not rejected, and (iii) who is entitled to a distribution 

from the Settlement Fund Escrow Account pursuant to the terms and conditions set forth in this 

Settlement Stipulation and the Plan of Allocation. 

(c) “Business Day” means any day except a Saturday or Sunday or other day on 

which national banks are authorized by federal law to be closed. 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 8 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 7 of 55
 8 

27886313.v2 

(d) “Claims Administrator” means KCC Class Action Services, which shall 

administer the Settlement, including sending a mailed Notice to Class Members, arranging for 

publication of Notice, and processing claims filed after the entry of the Final Judgment, and such 

other administrative functions required under this Settlement Stipulation. 

(e) “Class” means all persons or entities that purchased or otherwise acquired 

Galena’s common stock between August 6, 2013 and May 14, 2014, both dates inclusive. 

Excluded from the Class are the Settling Defendants, all current and former directors of Galena, 

any family member, trust, company, entity, or affiliated with or controlled by, or owned by any 

of the excluded persons or entities referenced above, and any persons who timely exclude 

themselves from the Settlement. 

(a) “Class Member” means a member of the Class. 

(b) “Class Notice and Administration Escrow Fund” means the funds deposited into 

the Class Notice and Administration Fund Escrow Account to pay Class Notice and 

Administration Expenses. 

(c) “Class Notice and Administration Fund Escrow Account” means an interest 

bearing escrow account established by the Claims Administrator to receive funds for the 

payment of Class Notice and Administration Expenses. 

(d) “Class Notice and Administration Expenses” means all reasonable costs 

associated with providing notices to the Class and the administration of the Settlement, 

including, without limitation, the reasonable fees and expenses incurred by, and the reasonable 

fees charged by, the Claims Administrator in connection with the administration and notice of 

the settlement upon presentation of customary invoices therefor. 

(e) “Court” means the United States District Court for the District of Oregon. 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 9 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 8 of 55
 9 

27886313.v2 

(f) “Court of Appeals” means the United States Court of Appeals for the Ninth 

Circuit. 

(g) “Effective Date” has the meaning set forth in Paragraph 48. 

(h) “Escrow Accounts” mean, collectively, the Class Notice and Administration Fund 

Escrow Account and the Settlement Fund Escrow Account. 

(i) “Escrow Agent” means Huntington Bank. 

(j) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

(k) “Execution Date” means the date on which this Settlement Stipulation has been 

executed by all Parties. 

(l) “Fee and Expense Award” means such amounts as may be awarded by the Court 

to Plaintiffs’ Counsel to be paid from the Settlement Fund to compensate Plaintiffs’ Counsel for 

its efforts on behalf of the Class and reimburse it for its expenses in connection with their 

prosecution of this the Action, which may include some or all of the following: (i) an award of 

attorneys’ fees, (ii) reimbursement of expenses incurred in connection with prosecuting the 

Action, including, without limitation, expenses attributable to experts and/or consultants retained 

by Plaintiffs’ Counsel, and (iii) interest on such attorneys’ fees and expenses at the same rate as 

earned by the Settlement Fund Escrow Account, from the date the Court orders such award until 

the dates paid from the Settlement Fund Escrow Accounts. 

(m) “Final,” with respect to any Court order, including but not limited to the 

Judgment, means (i) the date of final affirmance of the Judgment in its entirety on an appeal of 

the Judgment, the expiration of the time for a petition for or a denial of a writ of certiorari to 

review the Judgment and, if certiorari is granted, the date of final affirmance of the Judgment in 

its entirety following review pursuant to that grant; or (ii) the date of final dismissal of any 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 10 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 9 of 55
 10 

27886313.v2 

appeal from the Judgment or the final dismissal of any proceeding on certiorari to review the 

Judgment; or (iii) if no appeal is filed, the expiration date of the time for filing or noticing of any 

appeal from the Court’s Judgment approving the Settlement. 

(n) “Gross Settlement Fund” means the fund described in Paragraph 3 of this 

Settlement Stipulation. 

(o) “Immediate Family” shall mean spouse, domestic partner, parents, grandparents, 

children, grandchildren, uncle or aunt. 

(p) “Judgment” means the proposed Judgment and Order of Dismissal with Prejudice 

to be entered by the Court approving the Settlement, substantially in the form annexed hereto as 

Exhibit B or in such other form as may be approved in writing by all of the Parties acting by and 

through their respective counsel of record in the Action. 

(q) “Net Settlement Fund” has the meaning set forth in Paragraph 5 of this 

Settlement Stipulation. 

(r) “Notice” means the Notice of Pendency and Proposed Settlement of Class Action 

and Settlement Hearing, substantially in the form annexed hereto as Exhibit 1 to Exhibit A, 

which is to be mailed to Class Members, pursuant to the Preliminary Approval Order. 

(s) “Parties” means Plaintiffs, both in their individual capacities and as 

representatives of the Class, and the Settling Defendants. 

(t) “Person” means an individual, corporation, partnership, limited partnership, 

limited liability company, association, joint stock company, estate, legal representative, trust, 

unincorporated association, government entity or any political subdivision or agency thereof, and 

any business or legal entity and their spouses, heirs, predecessors, successors, representatives, or 

assigns. 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 11 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 10 of 55
 11 

27886313.v2 

(u) “Plaintiffs” mean all Class Members, including Plaintiffs, both in their individual 

capacities and as representatives of the Class. 

(v) “Plaintiffs’ Released Parties” shall mean Plaintiffs, and/or their respective 

families, associates, affiliates, and each and all of their respective past and present employees, 

attorneys (including, but not limited to Plaintiffs’ Counsel), accountants, insurers, co-insurers 

and reinsurers, heirs, executors, trustees, general or limited partners or partnerships, limited 

liability companies, members, personal or legal representatives, estates, administrators, 

predecessors, successors and assigns or other individuals or entities in which Plaintiffs have a 

controlling interest or which is related to or affiliated with Plaintiffs and any other 

representatives of any of these Persons or entities whether or not any such Plaintiffs’ Released 

Parties were named, served with process or appeared in the Action. 

(w) “Plan of Allocation” means the terms and procedures for allocating the Net 

Settlement Fund among, and to, Authorized Claimants as set forth in the Notice or such other 

Plan of Allocation as the Court shall approve. 

(x) “Preliminary Approval Order” means the Order to be entered by the Court 

preliminarily approving the Settlement and providing for notice, substantially in the form 

annexed hereto as Exhibit A. 

(y) “Proof of Claim” means the form that will be mailed to Class Members with the 

Notice and pursuant to which Class Members submit a claim by completing, signing, dating, and 

returning it to the Claims Administrator in accordance with the procedures set forth therein. A 

sample Proof of Claim proposed by Plaintiffs is annexed as Exhibit 2 to Exhibit A. 

(z) “Publication Notice” means the Summary Notice of Pendency and Proposed 

Settlement of Action and Settlement Hearing, substantially in the form attached as Exhibit 3 to 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 12 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 11 of 55
 12 

27886313.v2 

Exhibit A, which is to be published pursuant to the Preliminary Approval Order. 

(aa) “Qualified Settlement Fund” means a fund within the meaning of Treasury 

Regulations § 1.468B-1. 

(bb) “Released Parties” means the Plaintiffs’ Released Parties and the Settling 

Defendants’ Released Parties. 

(cc) “Released Plaintiffs’ Claims” means any and all claims (including “Unknown 

Claims” as defined in Paragraph (pp) below) which were alleged or could have been alleged by 

Lead Plaintiffs or the Settlement Class in the Action or in any other proceeding against the 

Settling Defendants, or any other of the Settling Defendants’ Released Parties, arising from or in 

any way relating to the matters or occurrences that were alleged in the Action, the structure of 

the Settlement including the use of Company funds or common stock of Galena to pay the 

Settlement, or relating to the acquisition, sale, or retention of Galena Biopharma, Inc. common 

stock during the Class Period. Provided, however, that the term “Released Plaintiffs’ Claims” 

shall not include either claims to enforce the Settlement or claims brought in any of the 

Derivative Actions. Further excluded from the “Released Plaintiffs’ Claims” are the claims 

brought in the individual action styled Hosie Kenneth Riley v. Galena Biopharma, Inc., et. al., 

3:15-cv-01748-AC (D. Or.). 

(dd) “Released Settling Defendants’ Claims” means all claims, demands, rights, 

liabilities or causes of action, in law or in equity, accrued or unaccrued, fixed or contingent, 

direct, individual or representative, of every nature and description whatsoever, whether known 

or unknown, or based on federal, state, local, statutory or common law or any other law, rule or 

regulation, including the law of any jurisdiction outside the United States, that could have been 

brought heretofore or in the future against Plaintiffs, Plaintiffs’ Counsel and their Released 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 13 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 12 of 55
 13 

27886313.v2 

Parties, arising out of the institution, prosecution, settlement or resolution of the Action, 

provided however, that Settling Defendants and Settling Defendants’ Released Parties shall 

retain the right to enforce the terms of the Settlement Stipulation. 

(ee) “Settlement” means the settlement contemplated by this Settlement Stipulation. 

(ff) “Settlement Amount” means $19.0 million in cash and $1.0 million worth of 

shares of Galena common stock (“Settlement Stock”) to be paid in accordance with Paragraph 2 

hereof. 

(gg) “Settlement Fund” means the monies deposited into the Settlement Fund Escrow 

Account, the Settlement Stock issued in accordance with Paragraph 2 hereof, and any residual 

monies held in the Class Notice and Administration Fund Escrow Account, and any interest or 

income earned thereon. 

(hh) “Settlement Fund Escrow Account” means an interest bearing escrow account 

established by the Escrow Agent to receive the amounts of funds payable pursuant to Paragraph 

2 of this Settlement Stipulation. 

(ii) “Settlement Hearing” shall have the meaning set forth at Paragraph 24, as 

contemplated by the Preliminary Approval Order annexed hereto as Exhibit A. 

(jj) “Settlement Stipulation” means this Stipulation and Agreement of Settlement and 

its accompanying exhibits, including any subsequent amendments thereto and any exhibits to 

such amendments. 

(kk) “Settling Defendants’ Counsel” means King & Spalding LLP, Stoel Rives, LLP, 

Debevoise & Plimpton LLP, and Perkins Coie LLP. 

(ll) “Settling Defendants’ D&O Insurers” means American International Group, Inc., 

Continental Casualty Company, XL Insurance, and National Union Fire Insurance Company. 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 14 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 13 of 55
 14 

27886313.v2 

(mm) “Settling Defendants’ Released Parties” means Settling Defendants and all 

entities owned, affiliated with or controlled by them, their parents, subsidiaries, divisions, joint 

ventures, all current and former Galena directors, officers and employees, and each of their and 

Settling Defendants’ respective agents, employees, members, consultants, insurers (including the 

Settling Defendants’ D&O Insurers and their respective reinsurers), attorneys, advisors, 

successors, heirs, assigns, executors, personal representatives, marital communities and 

immediate families, or any trust of which any Defendant is the settler or which is for the benefit 

of any Defendant or member(s) of his or her family, and such other persons as may be identified 

in the Settlement Stipulation. Settling Defendants' Released Parties expressly excludes the 

Promoter Defendants. 

(nn) “Supreme Court” means the Supreme Court of the United States. 

(oo) “Taxes and Tax Expenses” means (i) all taxes (including any estimated taxes, 

interest or penalties) on the income of the Gross Settlement Fund and (ii) expenses and costs 

incurred in connection with the operation and implementation of the provision in Part III.C 

below and the taxation of the Gross Settlement Fund, including, without limitation, expenses of 

tax attorneys and/or accountants related to filing the tax returns described in Part III.C below. 

(pp) “Unknown Claims” means any and all Released Plaintiffs’ Claims and Released 

Settling Defendants’ Claims of every nature and description that Plaintiffs, any Class Member, 

and the Settling Defendants, and each and every one of them, does not know or suspect to exist 

in his, her or its favor as of the Effective Date that, if known by him, her or it, might have 

affected his, her or its decision(s) with respect to the Settlement, or might have affected his, her 

or its decision not to object to this Settlement. Upon the Effective Date, the Settling Parties shall 

expressly waive, and each Class Member shall be deemed to have waived, and by operation of 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 15 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 14 of 55
 15 

27886313.v2 

the Judgment shall have expressly waived, the provisions, rights and benefits of California Civil 

Code § 1542, which provides: 

A general release does not extend to claims which the creditor does 

not know or suspect to exist in their or her favor at the time of 

executing the release, which if known by him or her must have 

materially affected their or her settlement with the debtor. 

The Settling Parties shall expressly and each Class Member shall be deemed to have, and by 

operation of the Final Judgment shall have, expressly waived any and all provisions, rights and 

benefits conferred by any U.S. federal or state law or principle of common law or otherwise that 

is similar, comparable or equivalent to California Civil Code § 1542. The Settling Parties and 

Class Members may hereafter discover facts in addition to or different from those which he, she 

or it now knows or believes to be true with respect to the subject matter of the Released 

Plaintiffs’ and the Released Settling Defendants’ Claims, but the Settling Parties and Class 

Members, upon the Effective Date, by operation of the Judgment shall have expressly, fully, 

finally and forever settled and released, any and all Released Plaintiffs’ Claims and any and all 

Released Settling Defendants’ Claims, known or unknown, suspected or unsuspected, contingent 

or non-contingent, whether or not concealed or hidden, that now exist, or heretofore have 

existed, upon any theory of law or equity now existing or coming into existence in the future, 

including, but not limited to, conduct which is negligent, reckless, intentional, with or without 

malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or 

existence of such different or additional facts. The Settling Parties acknowledge, and the Class 

Members shall be deemed by operation of the Judgment to have acknowledged, that the 

foregoing waiver was separately bargained for and a key element of the Settlement of which this 

release is a part. 

II. THE GROSS SETTLEMENT FUND 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 16 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 15 of 55
 16 

27886313.v2 

2. In consideration of the full and final settlement of the Released Plaintiffs’ Claims, 

the Settling Defendants shall pay the Settlement Amount into the Settlement Fund Escrow 

Account as set forth herein: 

(a) Within ten (10) Business Days after the Court enters a Preliminary Approval Order, 

the Settling Defendants shall cause Settling Defendants’ D&O Insurers to collectively pay $16.7 

million into the Settlement Fund Escrow Account; provided, however, that the Escrow Agent 

shall have provided complete wire transfer instructions to the Settling Defendants’ Counsel at 

least three business days prior to the date of such payment. 

(b) Within thirty (30) Calendar Days a before the date of the hearing on Financial 

Approval, the Settling Defendants shall cause Galena to pay $2.3 million into the Settlement 

Fund Escrow Account; provided, however, that the Escrow Agent shall have provided complete 

wire transfer instructions to the Settling Defendants’ Counsel at least three business days prior to 

the date of such payment; 

(c) Within five (5) business days after the Court enters the Final Order and Judgment 

approving the Settlement, the Settling Defendants shall cause Galena to transfer $1.0 million of 

freely tradable shares of Galena common stock, valued per paragraph 2(c) below, into the 

Escrow Account (the “Settlement Stock”). Should Class Counsel decide after the transfer of the 

Galena common stock into the Escrow Account to sell any of the Settlement Stock prior to thirty 

(30) days following entry of the Final Order and Judgment approving the Settlement, the Class 

will limit daily trading to 10% of the daily volume as averaged over the previous 10 trading days 

before the sale. 

(d) If Galena does not disclose that it is being acquired or is engaged in discussions 

regarding its acquisition prior to the date of the hearing on Final Approval, the valuation of the 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 17 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 16 of 55
 17 

27886313.v2 

$1.0 million will be the volume-weighted average price of Galena common stock over the twenty 

(20) trading days immediately preceding the day before the hearing on Final Approval of the 

Settlement. If Galena discloses that it is being acquired or is engaged in discussions regarding its 

acquisition prior to the date of the hearing on Final Approval of the Settlement, the valuation of 

the $1.0 million common stock portion of the Settlement will be the volume-weighted average 

price of Galena common stock over the twenty (20) trading days immediately preceding the date 

of public disclosure of the acquisition or disclosure of discussions concerning the acquisition. 

(e) The Settlement Stock shall be duly and validly issued, uncertificated, fully paid, 

non-assessable and free from all liens and encumbrances and the Settling Parties stipulate and 

request the Court to order in the Final Order and Judgment, among other things, the Settlement 

Stock has been issued under an exemption from registration provided by Section 3(a)(10) of the 

Securities Act of 1933, as amended. Galena shall issue the Settlement Stock without any 

restrictive legend, and the Settlement Stock shall be freely and publicly tradeable without the 

need to obtain any opinions of counsel or permission of Galena that the stock is unrestricted. 

Further, if and when needed, Galena shall provide an opinion of counsel that the Settlement 

Stock is exempt from registration under Section 3(a)(10) of the Securities Act of 1933, as 

amended. If the Court does not make such findings or Galena does not provide an opinion of 

counsel that the Settlement Stock is unrestricted and freely publicly tradeable, Galena will either 

(a) pay all expenses necessary to register and issue the Stock, or (b) substitute $1.0 million in 

cash in lieu of the Settlement Stock within five (5) days after the Judgment is entered by the 

Court. 

(f) Galena agrees to cooperate with Lead Plaintiffs to the extent necessary to permit 

Lead Plaintiffs to conduct reasonable additional due diligence and confirmatory discovery with 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 18 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 17 of 55
 18 

27886313.v2 

respect to the factual and legal issues in the Action, Settlement, and the fairness of its terms as 

set forth in the Stipulation. Galena agrees to: (i) provide to Plaintiffs the same set of documents 

that Settling Defendants provided to the Securities & Exchange Commission as of the date of 

this MOU; and (ii) respond to up to ten interrogatories, subject to Galena’s right to object on the 

basis of privilege, or other grounds, pursuant to the Federal Rules of Civil Procedure. 

3. The Settlement Amount as specified in Paragraph 2, together with any interest 

earned thereon from the date of deposit into the Escrow Accounts, shall be the “Gross Settlement 

Fund” and shall be the full and sole monetary contribution made by or on behalf of the Settling 

Defendants’ Released Parties in connection with the Settlement, including with respect to the 

payment of Class Notice and Administration Expenses as set forth in Paragraph 10, and without 

limiting the generality of the foregoing in any way, all Class Notice and Administration 

Expenses shall be paid out of the Gross Settlement Fund (including the Class Notice and 

Administration Escrow Fund). Except as otherwise provided in this Settlement Stipulation with 

respect to payment of the Fee and Expense Award from the Gross Settlement Fund, the Settling 

Parties shall bear their own costs and expenses (including attorneys’ fees) in connection with 

effectuating the Settlement and securing all necessary Court orders and approvals with respect to 

the same. 

III. ADMINISTRATION OF THE GROSS SETTLEMENT FUND 

A. The Escrow Agent 

4. Until such time as the Judgment becomes Final, the Escrow Agent shall invest the 

Settlement Amount held in the Escrow Accounts only in United States Treasury Bills with a 

maturity of ninety (90) days or less in an account held at a nationally recognized financial 

institution. After the Judgment becomes Final, the Escrow Agent shall invest any funds in 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 19 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 18 of 55
 19 

27886313.v2 

excess of two-hundred fifty thousand dollars ($250,000) deposited into the Settlement Fund 

Escrow Account pursuant to Paragraph 2 in instruments backed by the full faith and credit of the 

government of the United States of America, and shall collect and reinvest all interest accrued 

thereon in the same instruments. Any funds held in the Escrow Accounts in amounts of less than 

$250,000 may be held in an interest bearing account insured by the Federal Deposit Insurance 

Corporation (“FDIC”). The Settling Defendants’ Released Parties shall not have any 

responsibility or liability whatsoever for investment decisions. The Escrow Agent shall (a) bear 

all responsibility and liability for managing the Escrow Accounts and cannot assign or delegate 

its responsibilities without approval of the Settling Parties, and (b) bear all the risks related to 

investment of the Gross Settlement Fund held in the Escrow Accounts, and shall indemnify the 

Released Parties and hold them harmless from any losses arising from the investment or 

disbursement of any of such portion of the Gross Settlement Fund. Neither the Settling 

Defendants nor the Settling Defendants’ D&O Insurers shall have any supervisory or other 

authority with respect to the Escrow Accounts. 

5. The Gross Settlement Fund shall be used to pay (i) any Fee and Expense Award; 

(ii) Class Notice and Administration Expenses; (iii) any Taxes and Tax Expenses; (iv) any 

Plaintiffs’ Compensatory Awards; and (v) any other payment directed by the Court. The balance 

of the Gross Settlement Fund (inclusive of interest earned) shall be the “Net Settlement Fund.” 

B. Handling and Disbursement of Funds by the Escrow Agent 

6. No monies will be disbursed from the Settlement Fund until after the Effective 

Date except: 

(a) To pay reasonable Class Notice and Administration Expenses as provided in 

Paragraph 10; 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 20 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 19 of 55
 20 

27886313.v2 

(b) To pay Taxes and Tax Expenses (as defined in Paragraph 16) on the income 

earned by the Settlement Fund. Taxes and Tax Expenses shall be paid out of the Gross 

Settlement Fund, shall be considered to be a cost of administration of the Settlement, and shall be 

timely paid by the Escrow Agent without prior Order of Court; and 

(c) To pay any Fee and Expense Award as provided in and pursuant to Paragraphs 38 

and 39. 

7. The Escrow Agent shall not use or disburse all or any part of the Settlement Fund 

held in the Escrow Accounts except as provided in this Settlement Stipulation, by an order of the 

Court, or with the written agreement of Settling Defendants’ Counsel and Lead Counsel. The 

Escrow Agent will provide statements of account on a monthly basis to Lead Counsel. 

8. Subject to further order and/or direction as may be made by the Court or at the 

direction of Lead Counsel, the Escrow Agent is authorized to execute such transactions on behalf 

of the Class as are consistent with the terms of this Settlement Stipulation. 

9. All funds held by the Escrow Agent shall be deemed and considered to be in 

custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such 

time as such funds shall be distributed pursuant to the Settlement Stipulation, the Plan of 

Allocation, and/or further order(s) of the Court, or returned to the Settling Defendants’ insurers 

or the Settling Defendants in the event that this Settlement is not consummated or is terminated 

pursuant to the provisions of Part XI below. 

10. Within five (5) Business Days after payment of the Settlement Amount into the 

Settlement Fund Escrow Account, the Escrow Agent may deposit up to $250,000 from the Gross 

Settlement Fund into a Class Notice and Administration Fund Escrow Account. Monies 

deposited in the Class Notice and Administration Fund Escrow Account may be used by the 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 21 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 20 of 55
 21 

27886313.v2 

Claims Administrator to pay Class Notice and Administration Expenses. After the Effective 

Date, any residual monies held in the Class Notice and Administration Fund Escrow Account 

upon the completion of notice and claims administration for the Settlement shall be transferred to 

the Settlement Fund Escrow Account. Any remaining reasonable and necessary Notice and 

Administration Expenses (not exceeding $250,000) shall be paid out of the Settlement 

Administration and Escrow Accounts without further order of the Court. 

11. Settling Defendants and Settling Defendants’ Released Parties shall have no 

responsibility or liability for Plan of Allocation or otherwise for the allocation of the Settlement 

Fund among the Class Members or any portion of the Fee and Expense Award or any Taxes or 

Tax Expenses (as referred to in paragraphs 6(b) and 10). 

12. All payments of Class Notice and Administration Expenses, Taxes and Tax 

Expenses, and any portion of the Fee and Expense Award shall be paid solely from the 

Settlement Fund Escrow Account and not by Plaintiffs, Plaintiffs’ Counsel, members of the 

Class, or the Released Parties. Except as expressly stated in this Settlement Stipulation, there 

shall be no liability on the part of the Plaintiffs’ Released Parties, Plaintiffs’ Counsel, Settling 

Defendants’ Released Parties, or Settling Defendants’ Counsel for Class Notice and 

Administration Expenses, Taxes and Tax Expenses, any other fees or costs of the Claims 

Administrator, and any other cost of administering the Settlement Fund; in no event shall the 

Settling Defendants’ Released Parties have any monetary obligation whatsoever beyond their 

respective obligations with respect to the Gross Settlement Fund as provided in Paragraph 2 

above. 

13. Lead Plaintiffs agree that, prior to the Effective Date, the sum deposited into the 

Class Notice and Administration Fund Escrow Account shall be used solely to fund reasonable 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 22 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 21 of 55
 22 

27886313.v2 

Class Notice and Administration Expenses. If the Effective Date does not occur or this 

Settlement Stipulation is terminated prior to the occurrence of the Effective Date, the Escrow 

Agent shall refund to Settling Defendants or the Settling Defendants’ D&O Insurers the balance 

remaining in the Class Notice and Administration Fund Escrow Account, in proportion to their 

contribution to the Settlement Fund. In no event shall Plaintiffs, Lead Counsel, or the Class be 

liable to the Settling Defendants for any sums used to fund such properly incurred Class Notice 

and Administration Expenses, Taxes and Tax Expenses, and any other fees or costs of the Claims 

Administrator incurred providing reasonable class notice. 

C. Taxes and Tax Expenses 

14. The Settling Parties and the Escrow Agent agree to treat the Settlement Fund as 

being at all times a “qualified settlement fund” within the meaning of Treasury Regulation 

§1.468B-1. In addition, the Escrow Agent, shall timely make, or cause to be made, such 

elections as necessary or advisable to carry out the provisions of this Part III.C, including the 

“relation-back election” (as defined in Treasury Regulation §1.468B-1) back to the earliest 

permitted date. Such elections shall be made in compliance with the procedures and 

requirements contained in such regulations. It shall be the responsibility of the Escrow Agent to 

timely and properly prepare and deliver the necessary documentation for signature by all 

necessary parties, and thereafter to cause the appropriate filing to occur. 

15. The Escrow Agent shall be the “administrator” of the Settlement Fund, as that 

term is used in Treas. Reg. § 1.468B-2(k)(3). As administrator, the Escrow Agent shall timely 

prepare and file all required Tax returns with respect to the Settlement Funds, including, without 

limitation, the returns described in Treas. Reg.§§ 1.468B-2(k)(l) and 1.468B-2(1)(2). Such 

returns (as well as the election described in Paragraph 14) shall be consistent with this Part III.C 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 23 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 22 of 55
 23 

27886313.v2 

and in all events shall reflect that all Taxes (including any estimated Taxes, interest or penalties) 

on the income earned by the Gross Settlement Fund shall be paid out of the Gross Settlement 

Fund as provided in Paragraph 16 below. 

16. All Taxes (including any estimated Taxes, interest or penalties) arising with 

respect to the income earned by the Settlement Fund, and expenses and costs incurred in 

connection with the operation and implementation of this Part III.C (including, without 

limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and 

expenses or penalties relating to filing (or failing to file) the returns described in Paragraph 15) 

(“Tax Expenses”), shall be paid out of the Gross Settlement Fund. Settling Defendants’ 

Released Parties, Settling Defendants’ Counsel, Lead Plaintiffs, and Lead Counsel shall have no 

liability or responsibility for the Taxes or the Tax Expenses, or the filing of any tax returns or 

other documents with the Internal Revenue Service or any other state or local taxing authority. 

Taxes and Tax Expenses shall be treated as, and considered to be a cost of administration of the 

Settlement and shall be timely paid by the Escrow Agent out of the Gross Settlement Fund 

without prior order from the Court. The Escrow Agent shall indemnify and hold each of the 

Settling Defendants’ Released Parties and Settling Defendants’ Counsel harmless for Taxes and 

Tax Expenses (including, without limitation, Taxes payable by reason of any indemnification 

payments). The Escrow Agent shall be obligated (notwithstanding anything herein to the 

contrary) to withhold from distribution to Authorized Claimants any funds necessary to pay such 

amounts, including the establishment of adequate reserves for any Taxes and Tax Expenses (as 

well as any amounts that may be required to be withheld under Treasury Regulation §1.468B2(l)(2)). Neither Settling Defendants’ Released Parties, Settling Defendants’ Counsel, Plaintiffs, 

nor Lead Counsel are responsible therefor, nor shall they have any liability with respect thereto. 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 24 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 23 of 55
 24 

27886313.v2 

The Settling Parties hereto agree to cooperate with the Escrow Agent, each other, and their tax 

attorneys and accountants to the extent reasonably necessary to carry out the provisions of this 

Part III.C. 

IV. CLASS CERTIFICATION 

17. The Settling Parties hereby stipulate to certification of the Class, pursuant to 

Federal Rules of Civil Procedure 23(a)), solely for purposes of this Settlement subject to 

paragraph 56. The certification of the Class shall be binding only with respect to the Settlement 

and only upon the occurrence of the Effective Date, which includes the Judgment becoming 

Final. 

V. RELEASES 

18. The obligations incurred pursuant to this Settlement Stipulation shall be a full and 

final disposition of the Action against the Settling Defendants, any and all Released Plaintiffs’ 

Claims, and any and all Released Settling Defendants’ Claims, as against all Released Parties. 

19. Upon the Effective Date, Plaintiffs and every Class Member, on behalf of 

themselves and any of their personal representatives, spouses, domestic partners, trustees, heirs, 

executors, administrators, successors or assigns, and Plaintiffs’ Released Parties shall be deemed 

to have, and by operation of the Judgment have, fully, finally, and forever released, relinquished 

and discharged all Released Plaintiffs’ Claims against Settling Defendants, and each of them, 

and any and all of the Settling Defendants’ Released Parties, and shall be forever barred and 

enjoined from instituting, prosecuting, participating, continuing, maintaining or asserting any 

Released Plaintiffs’ Claim, or assisting any Person in instituting, prosecuting, participating, 

continuing, maintaining or asserting any Released Plaintiffs’ Claim, against any of the Settling 

Defendants’ Released Parties, whether directly or indirectly, whether in the United States or 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 25 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 24 of 55
 25 

27886313.v2 

elsewhere, whether on their own behalf or on behalf of any other Person, and regardless of 

whether or not such Class Member executes and delivers the Proof of Claim. By entering into 

this Settlement Agreement, Plaintiffs represent and warrant that they have not assigned, 

hypothecated, conveyed, transferred or otherwise granted or given any interest in the Released 

Plaintiffs’ Claims, or any of them, to any other Person. 

20. Upon the Effective Date, Settling Defendants, and each of them, on behalf of 

themselves and Settling Defendants’ Released Parties shall be deemed to have, and by operation 

of the Judgment shall have, fully, finally, and forever released, relinquished and discharged all 

Released Settling Defendants’ Claims against Plaintiffs and any and all of the Plaintiffs’ 

Released Parties including, but not limited to, Plaintiffs’ Counsel. By entering into this 

Settlement Agreement, the Settling Defendants represent and warrant that they have not 

assigned, hypothecated, conveyed, transferred or otherwise granted or given any interest in the 

Released Settling Defendants’ Claims, or any of them, to any other Person. 

21. Only those Class Members filing valid and timely Proof of Claim forms shall be 

entitled to participate in the Settlement and receive a distribution from the Net Settlement Fund. 

The Proof of Claim to be executed by Class Members shall release all Released Plaintiffs’ 

Claims against Settling Defendants and Settling Defendants’ Released Parties, and shall be 

substantially in the form contained in Exhibit 2 to Exhibit A annexed hereto. 

22. All Class Members not submitting valid and timely requests for exclusion shall be 

bound by the releases set forth in this Section V, whether or not they submit a valid and timely 

Proof of Claim. 

VII. PRELIMINARY APPROVAL HEARING AND ORDER 

23. Promptly after this Settlement Stipulation has been fully executed, Lead Counsel 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 26 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 25 of 55
 26 

27886313.v2 

shall submit the fully executed Settlement Stipulation together with its Exhibits to the Court and 

shall request that the Court enter the Preliminary Approval Order, approve the mailing and 

publication of the Notice and Publication Notice, substantially in the form of Exhibits 1 and 

Exhibit 3 to Exhibit A annexed hereto, which shall include the general terms of the Settlement 

set forth in this Settlement Stipulation, the proposed Plan of Allocation, the general terms of the 

Fee and Expense Award Application (as defined in Paragraph 38) and the date of the Settlement 

Hearing as defined below. 

24. At the time of the joint submission described in Paragraph 23, Lead Counsel and 

Settling Defendants’ Counsel shall also jointly request that, after Notice is given, the Court hold 

a hearing (the “Settlement Hearing”), among other things, to certify the Class and grant final 

approval of this Settlement as contemplated by the Preliminary Approval Order annexed hereto 

as Exhibit A. To permit compliance with the settlement notice requirements of the Class Action 

Fairness Act, 28 U.S.C. § 1715, the Settlement Hearing shall take place no earlier than 100 

calendar days after the filing of this Settlement Stipulation. At the Settlement Hearing, Lead 

Counsel also will request that the Court approve the proposed Plan of Allocation, the Fee and 

Expense Award Application, and the Plaintiffs’ Compensatory Awards, if any. 

25. Any Class Member who wishes to object to the fairness, reasonableness or 

adequacy of this Settlement Stipulation, to the Plan of Allocation, to any term(s) of this 

Settlement Stipulation, to the Fee and Expense Award Application, or to any Plaintiffs’ 

Compensatory Awards must file with, or mail to, the Court by no later than the time set out in 

the Preliminary Approval Order (attached as Exhibit A hereto) or as the Court may otherwise 

direct, a statement of their, his, her or its objection(s); provided however, that a potential Class 

Member who submits a Request for Exclusion, as defined below, from the Class shall not be able 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 27 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 26 of 55
 27 

27886313.v2 

to submit an objection. If a Class Member timely and properly serves and files written 

objections, as set forth in this paragraph, Lead Counsel and Settling Defendants’ Counsel may, 

as they deem appropriate, submit papers in support of the Settlement Stipulation, the Plan of 

Allocation, any term(s) of this Settlement Stipulation, to the Fee and Expense Award 

Application, or to the Plaintiffs’ Compensatory Award no later than the time set out in the 

Preliminary Approval Order (attached as Exhibit A hereto) or as the Court may otherwise direct. 

26. The statement of objection of the Class Member shall state (a) whether the Class 

Member is a Class Member, (b) which part of the Settlement, term(s) of the Settlement 

Stipulation, Fee and Expense Award Application, and/or Plaintiffs’ Compensatory Awards the 

Class Member objects to and (c) the specific reason(s), if any, for each such objection made by 

the Class Member, including any legal support the Class Member wishes to bring to the Court’s 

attention and any evidence the Class Member wishes to introduce in support of such objection. 

Such Class Member shall also provide documentation sufficient to establish the amount of 

publicly-traded Galena common stock purchased and sold during the Class Period, and the prices 

and dates of each transaction. Failure to provide such information and documentation shall be 

grounds to void the objection. 

27. Any Class Member who fails to comply with any of the provisions of Paragraphs 

25-26 of this Settlement Stipulation shall waive and forfeit any and all rights he, she or it may 

otherwise have to appear separately at the Settlement Hearing and/or to object to this Settlement 

Stipulation, and shall be bound by all the terms of this Settlement Stipulation, and by all 

proceedings, orders and judgments in the Action. 

VIII. ADMINISTRATION AND CALCULATION OF CLAIMS, FINAL AWARDS, 

 AND SUPERVISION AND DISTRIBUTION OF THE NET SETTLEMENT FUND 

28. The Claims Administrator, acting on behalf of the Class, and subject to such 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 28 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 27 of 55
 28 

27886313.v2 

supervision and direction of the Court or Lead Counsel as may be necessary or as the 

circumstances may require, shall administer and calculate the claims submitted by Class 

Members and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. 

The Settling Defendants’ Released Parties shall not have any role in, or responsibility or liability 

to any Person, including without limitation, the Plaintiffs, Class Members or Lead Counsel, for 

the administration of the Settlement or the solicitation, review or evaluation of Proofs of Claim, 

nor shall any discovery be taken of Settling Defendants in connection with such matters. 

29. The Settlement Fund shall be applied as follows: 

(a) To pay the Taxes and Tax Expenses as provided in Paragraph 16 above; 

(b) To pay all reasonable Class Notice and Administration Expenses as provided in 

Paragraph 10, including any additional fees and expenses reasonably incurred by the Claims 

Administrator in the administration of the Settlement Fund; 

(c) To pay any Fee and Expense Award with interest thereon granted by the Court as 

provided in Paragraph 38 (the “Fee and Expense Award”); 

(d) To pay a Compensatory Award to the Plaintiffs as provided in Paragraph 24, in 

the event and to the extent any such award is sought and allowed by the Court; 

(e) Following the Effective Date, to distribute the balance of the Net Settlement Fund 

to Authorized Claimants as allowed by this Settlement Stipulation, the Plan of Allocation, or the 

Court. 

30. Following the Effective Date, in accordance with the terms of this Settlement 

Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as 

may be necessary or as circumstances may require, the Claims Administrator shall disburse the 

Net Settlement Fund, under Lead Counsel’s supervision, subject to and in accordance with the 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 29 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 28 of 55
 29 

27886313.v2 

following: 

(a) Any Person falling within the definition of the Class may be excluded from the 

Class by submitting to the Claims Administrator a request for exclusion (“Request for 

Exclusion”), which complies with the requirements set forth in the Preliminary Approval Order, 

Exhibit A hereto, and is postmarked no later than no later than the time set out in the Preliminary 

Approval Order (attached as Exhibit A hereto) or as the Court may otherwise direct. All Persons 

who submit valid and timely Requests for Exclusion shall have no rights under the Settlement 

Stipulation, shall not share in the distribution of the Net Settlement Fund, and shall not be bound 

by the Settlement Stipulation or the Judgment. However, a Class Member may submit a written 

revocation of a Request for Exclusion up until five (5) days prior to the date of the Settlement 

Hearing and receive payments pursuant to this Settlement Stipulation and Settlement provided 

the Class Member also submits a valid Proof of Claim, as set forth in this paragraph 30; 

(b) Each Class Member who wishes to participate in the distributions from the Net 

Settlement Fund must return a completed Proof of Claim, signed under penalty of perjury 

pursuant to 28 U.S.C. § 1746 and supported by such documents as specified in the Proof of 

Claim, including proof of the claimant’s loss, no later 60 calendar days after the entry of the 

Court’s order providing for preliminary approval of the Settlement. A sample Proof of Claim 

proposed by the Settling Parties is annexed hereto as Exhibit 2 to Exhibit A. The address to 

which the Proof of Claim must be mailed shall be set forth on the Proof of Claim itself and shall 

also be printed in the Notice. If sent by first-class mail, such Proof of Claim must be postmarked 

no later than a date set forth in the Notice (unless that date is extended by order of the Court). If 

sent by any manner other than by first-class mail, the Proof of Claim must actually be received 

by the Claims Administrator by the date set forth in the Notice (unless that date is extended by 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 30 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 29 of 55
 30 

27886313.v2 

order of the Court). 

(c) The validity of each claim submitted will be initially determined by the Claims 

Administrator, acting under Lead Counsel’s supervision as necessary, in accordance with the 

Plan of Allocation approved by the Court. Lead Counsel, the Claims Administrator, and the 

Settling Defendants’ Released Parties shall not have any liability arising out of said 

determination. If a Class Member disagrees with such determination, the dispute shall be 

submitted to the Court for summary resolution. Each Class Member shall be deemed to have 

submitted to the jurisdiction of the Court with respect to that Class Member’s claim against the 

Net Settlement Fund. 

(d) All initial determinations as to the validity of a Proof of Claim, the calculation of 

the extent to which each Authorized Claimant will participate in the Net Settlement Fund, the 

preparation and mailing of distributions to Authorized Claimants, and the distribution of the Net 

Settlement Fund shall be performed by the Claims Administrator subject, as circumstances may 

require, to supervision by Lead Counsel or such other persons or entities as Lead Counsel may, 

in its sole discretion, deem necessary or advisable to assist it in the administration of this 

Settlement Stipulation. All proceedings with respect to the administration of the Settlement 

Fund, and the administration, processing and determination of Class Members’ claim requests, 

and the determination of all controversies related thereto, including disputed questions of law 

and fact with respect to the validity of any Proof of Claim or regarding rejection of any claims 

submitted, shall remain under the jurisdiction of the Court and shall be governed by, and 

construed in accordance with, the laws of the State of Oregon without regard to choice or 

conflicts-of-laws principles. 

(e) Except as otherwise ordered by the Court, all Class Members who fail to timely 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 31 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 30 of 55
 31 

27886313.v2 

submit a properly completed and signed Proof of Claim consistent with the procedures set forth 

in this Settlement Stipulation or who file a Proof of Claim that is ultimately rejected, shall be 

forever barred from receiving any payments pursuant to this Settlement Stipulation and 

Settlement, but shall nevertheless be barred and enjoined from bringing any action against the 

Released Parties concerning the Released Plaintiffs’ Claims and subject to and bound by the 

provisions of this Settlement Stipulation, the Judgment, and all proceedings, rulings, orders, and 

judgments in this Action, including, without limitation, the release of the Released Plaintiffs’ 

Claims and the dismissal with prejudice of this Action. Notwithstanding the foregoing, the 

Claims Administrator, with the approval of Lead Counsel, may accept for processing late claims 

so long as the distribution of the Net Settlement Fund to Authorized Claimants is not materially 

delayed. 

31. The Net Settlement Fund shall be distributed to the Authorized Claimants 

substantially in accordance with a Plan of Allocation to be described in the Notice mailed to 

Class Members and approved by the Court. The Settling Defendants’ Released Parties shall 

have neither the right nor the duty to participate in the determination of how the Net Settlement 

Fund is distributed to the Class. The Plan of Allocation shall not be a part of the Settlement 

Stipulation and any order or proceeding related to said Plan of Allocation shall not operate to 

terminate or cancel this Settlement Stipulation or affect the finality of the Court’s Judgment 

approving this Settlement Stipulation and the Settlement it describes, or any other orders entered 

pursuant to this Settlement Stipulation. 

32. Lead Counsel will apply to the Court, on notice to Settling Defendants’ Counsel, 

for a Distribution Order approving the Claims Administrator’s administrative determinations 

concerning the acceptance and rejection of the submitted Proofs of Claim and approving any 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 32 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 31 of 55
 32 

27886313.v2 

Class Notice and Administration Expenses (including but not limited to the fees and expenses of 

the Claims Administrator) or Taxes and Tax Expenses not previously applied for and, if the 

Effective Date has occurred, directing payment of the Net Settlement Fund to Authorized 

Claimants in accordance with the Plan of Allocation and the Claims Administrator’s 

determinations. 

33. No Person shall have any claim against Plaintiffs, Plaintiffs’ Counsel, the Claims 

Administrator, the Escrow Agent or any other agent designated by Lead Counsel based on 

distribution determinations or claim rejections made substantially in accordance with this 

Settlement Stipulation and the Settlement, the Plan of Allocation, or further orders of the Court. 

No Person shall have any claim under any circumstances against the Settling Defendants’ 

Released Parties, based on any distributions, determinations, claim rejections or the design, terms 

or implementation of the Plan of Allocation. 

34. The Net Settlement Fund shall be distributed to the Authorized Claimants 

substantially in accordance with a Plan of Allocation to be described in the Notice and approved 

by the Court. However, if any balance remains in the Net Settlement Fund after six (6) months 

from the date of distribution of the Net Settlement Fund (whether by reason of tax refunds, 

uncashed checks or otherwise), the Claims Administrator under the supervision of Lead Counsel 

shall, if feasible, reallocate such balance among Authorized Claimants in a manner consistent 

with the Plan of Allocation. Thereafter, any balance that still remains in the Net Settlement Fund 

shall be donated to a not-for-profit organization designated by Plaintiffs’ Counsel. This is not a 

claims-made settlement and, if all conditions of the Settlement Stipulation are satisfied and the 

Settlement becomes final, no portion of the Settlement Fund will be returned to the Settling 

Defendants or their insurance carriers. Settling Defendants’ Released Parties shall have no 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 33 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 32 of 55
 33 

27886313.v2 

responsibility for, interest in, or liability whatsoever with respect to the distribution of the Net 

Settlement Fund, the Plan of Allocation, the determination, administration, or calculation of 

claims, the payment or withholding of Taxes or Tax Expenses, or any losses incurred in 

connection therewith. 

35. None of the Settling Defendants’ Released Parties shall have any responsibility 

for or liability whatsoever with respect to (i) any act, omission or determination of Lead Counsel, 

the Claims Administrator, or the Escrow Agent, or any of their respective designees or agents, in 

connection with the administration of the Settlement or otherwise; (ii) the management, 

investment or distribution of the Settlement Fund; (iii) the determination, administration, 

calculation or payment of any claims asserted against the Settlement Fund; (iv) any losses 

suffered by, or fluctuations in the value of, the Settlement Fund; or (v) the payment or 

withholding of any Taxes, Tax Expenses and/or costs incurred in connection with the taxation of 

the Settlement Fund or the filing of any returns. 

36. It is understood and agreed by the Settling Parties that any proposed Plan of 

Allocation of the Net Settlement Fund including, but not limited to, any adjustments to an 

Authorized Claimant’s claim set forth therein, is not a part of this Settlement Stipulation and is to 

be considered by the Court separately from the Court’s consideration of the fairness, 

reasonableness and adequacy of the Settlement set forth in this Settlement Stipulation, and any 

order or proceedings relating to the Plan of Allocation shall not operate to terminate or cancel 

this Settlement Stipulation or affect the finality of the Court’s Judgment approving this 

Settlement Stipulation and the Settlement set forth therein, or any other orders entered pursuant 

to this Settlement Stipulation. 

37. After Notice is given, Lead Counsel will request that the Court approve the 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 34 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 33 of 55
 34 

27886313.v2 

proposed Plan of Allocation, the Fee and Expense Award Application, and the Compensatory 

Award, and the Settling Parties shall request and obtain from the Court a Judgment substantially 

in the form annexed to this Agreement as Exhibit B. 

IX. ATTORNEYS’ FEE AND EXPENSE AWARD AND PLAINTIFFS’ 

 COMPENSATORY AWARD 

38. Lead Counsel will apply to the Court for a Fee and Expense Award (the “Fee and 

Expense Award Application”) to be paid as provided in Paragraph 39 subject to the obligation of 

Lead Counsel to make appropriate refunds as required pursuant to Paragraphs 40 and 41 below. 

Lead Counsel may request up to 33% of the Settlement Fund (including up to 33% the shares to 

be issued pursuant to Paragraph 2, above) as compensation for Lead Counsel’s efforts on behalf 

of the Class. The Settling Defendants Released Parties will take no position with respect to the 

Fee and Expense Award Application. Lead Counsel reserves the right to make additional 

applications for reimbursement of expenses to be paid solely from the Gross Settlement Fund 

(including Class Notice and Administration Expenses) incurred subsequent to the initial 

application for a Fee and Expense Award, if necessary. 

39. Subject to the restrictions in Paragraphs 40-41 below, any cash portion of the Fee 

and Expense Award, as awarded by the Court, shall be payable to Lead Counsel solely from the 

Gross Settlement Fund five (5) Business Days after entry of (a) the Court’s Order granting the 

Fee and Expense Award. 

40. If the Effective Date does not occur or if this Settlement Stipulation is terminated, 

then any Fee and Expense Award is no longer payable. In the event that any portion of the Fee 

and Expense Award is paid from the Gross Settlement Fund, and the Effective Date does not 

occur or this Settlement Stipulation is terminated, Lead Counsel shall have the joint and several 

obligation to, and shall within seven (7) Business Days from the event which precludes the 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 35 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 34 of 55
 35 

27886313.v2 

Effective Date from occurring or the termination of the Settlement Stipulation, refund to the 

Gross Settlement Fund the portion of the Fee and Expense Award paid to Lead Counsel. Lead 

Counsel, as a condition of receiving the Fee and Expense Award, agrees that it is subject to the 

jurisdiction of the Court for the purpose of enforcing the provisions of this Paragraph 40 and 

Paragraph 41 below. 

41. Lead Counsel agrees to refund to the Gross Settlement Fund, and shall have the 

joint and several obligation to make such refunds of, any award of attorneys’ fees and expenses 

by the Court paid to Lead Counsel in the event the Court’s Fee and Expense Award is reduced or 

reversed on appeal within ten (10) Business Days of a Final order directing such reduction or 

reversal. 

42. The procedure for and allowance or disallowance by the Court of any application 

for a Fee and Expense Award to be paid out of the Settlement Fund, are not part of the 

Settlement set forth in this Settlement Stipulation and are to be considered by the Court at the 

Settlement Hearing, but separately from the Court’s consideration of the fairness, reasonableness 

and adequacy of the Settlement set forth in this Settlement Stipulation. None of the Settling 

Parties may terminate or cancel the Settlement Stipulation on the basis of the amount of any Fee 

and Expense Award. Any order or proceedings relating to the Fee and Expense Award or Fee 

and Expense Award Application, or any appeal from any order relating to such Fee and Expense 

Award or reversal or modification thereof, shall not modify, terminate or cancel this Settlement 

Stipulation, or affect or delay the finality of the Judgment approving this Settlement Stipulation 

and the Settlement of the Action. 

43. Settling Defendants and Settling Defendants’ Released Parties shall have no 

responsibility for, and no liability whatsoever with respect to, any fees, costs or expenses 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 36 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 35 of 55
 36 

27886313.v2 

(including without limitation any Fee and Expense Award) incurred or sought by Lead Counsel 

or any other Person who receives payment from the Gross Settlement Fund. 

44. Settling Defendants and Settling Defendants’ Released Parties also shall have no 

responsibility for, and no liability whatsoever with respect to, any fees, costs or expenses 

(including without limitation any Fee and Expense Award) with respect to the allocation among 

Lead Counsel and/or any other Person who may assert some claim thereto, of any Fee and 

Expense Award that the Court may make in the Action. 

45. Lead Counsel has advised Settling Defendants that Lead Counsel may submit an 

application to the Court (a) authorizing the payment of a Compensatory Award for the time and 

expenses expended by Plaintiffs in assisting Lead Counsel in the litigation of this Action, and (b) 

requesting that, subject to the payment terms in Paragraphs 24, payment for any Compensatory 

Award payable in cash shall be payable to Plaintiffs five (5) days after the Effective Date. 

X. FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE 

46. Upon the Court’s approval of this Settlement Stipulation, the Settling Parties shall 

request that the Court enter Judgment in all material respects in the form set forth in Exhibit B, 

dismissing this Action as against the Settling Defendants with prejudice. 

47. The Judgment proposed to the Court shall include a bar order consistent with the 

terms of 15 U.S.C. § 78u-4(f)(7)(A) & (B) which states that: 

(i) To the fullest extent permitted by 15 U.S.C. §78u-4(f)(7) and any other 

applicable law or regulation, any person or entity is hereby permanently barred, enjoined and 

restrained from commencing, prosecuting or asserting any and all claims against the Settling 

Defendants’ Released Parties, however styled (whether for indemnification or contribution or 

otherwise denominated, including, without limitation, claims for breach of contract, 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 37 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 36 of 55
 37 

27886313.v2 

misrepresentation, and/or negligence) where the alleged injury to the claimant is claimant’s 

alleged liability to Class Members arising out of or related in any way to the claims or 

allegations in the Action, including any amounts agreed to be paid to the Class Members in 

settlement (whether in cash or any other form of consideration), whether arising under state, 

federal or foreign law as claims, cross-claims, counterclaims, or third-party claims, in the Action, 

in this Court, in any federal or state court, or in any other court, arbitration proceeding, 

administrative agency, or other forum in the United States, or elsewhere; 

(ii) To the fullest extent permitted by 15 U.S.C. §78u-4(f)(7) and any other applicable 

law or regulation, the Settling Defendants’ Released Parties are hereby permanently barred, 

enjoined and restrained from commencing, prosecuting, or asserting any and all claims against 

the Settling Defendants, however styled (whether for indemnification or contribution or 

otherwise denominated, including, without limitation, claims for breach of contract, 

misrepresentation, and/or negligence) where the alleged injury to the Settling Defendants’ 

Released Parties is the Settling Defendants’ liability to Class Members arising out of or related in 

any way to the claims or allegations in the Action, including any amounts the Settling 

Defendants’ Released Parties have paid or agreed to pay (whether in cash or any other form of 

consideration) to the Class Members in settlement, whether arising under state, federal or foreign 

law as claims, cross-claims, counterclaims, or third-party claims, in the Action, in this Court, in 

any federal or state court, or in any other court, arbitration proceeding, administrative agency, or 

other forum in the United States, or elsewhere. 

XI. EFFECTIVE DATE OF SETTLEMENT, MODIFICATION AND TERMINATION 

48. The Effective Date of the Settlement Stipulation (the “Effective Date”) shall be 

the date on which all the following conditions of settlement shall have occurred: 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 38 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 37 of 55
 38 

27886313.v2 

(a) Deposit of the Settlement Amount into the Settlement Fund in accordance with 

Paragraph 2 above; 

(b) Approval by the Court of the Settlement, following Notice to the Class and a 

hearing, as prescribed by Rule 23 of the Federal Rules of Civil Procedure; and 

(c) Entry by the Court of the Judgment in all material respects in the form set forth in 

Exhibit B, and the Judgment becoming Final, as defined in Paragraph 1(m) above. 

(d) The conclusion of Lead Counsel’s due diligence and investigation concerning the 

factual and legal issues in the Action, Settlement, and the fairness of its terms; 

(e) Final approval of settlement of all the Derivative Actions; provided however that 

issuance of an order on the plaintiffs’ counsel application for attorneys’ fees in the Derivative 

Actions is not a condition of settlement. For the avoidance of doubt, the Effective Date shall 

occur even if no court has yet issued an order awarding attorney’ fees award in any of the 

Derivative Actions; 

(f) Any appeal or delay in (a) the approval of the Plan of Allocation, (b) the 

determination of any Fee and Expense Award, or (c) the granting of a Compensatory Award to 

Lead Plaintiffs shall not affect, alter, or delay the occurrence of the Effective Date. 

49. Upon the occurrence of the Effective Date, any and all interest or right of Settling 

Defendants and their insurers in or to the Settlement Fund, if any, shall be absolutely and forever 

extinguished, except as set forth in this Settlement Stipulation. The Settlement Fund shall be 

distributed in accordance with Part VIII above. 

50. In the event that this Settlement Stipulation is not approved by the Court, or the 

Effective Date does not occur, then this Settlement Stipulation shall be canceled and terminated 

subject to Paragraph 51 below unless Lead Counsel and Settling Defendants’ Counsel mutually 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 39 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 38 of 55
 39 

27886313.v2 

agree in writing to proceed with this Settlement Stipulation. None of the Settling Parties, or any 

of them, shall have any obligation whatsoever to proceed under any terms other than provided 

for and agreed to in this Settlement Stipulation. Without limitation of any Party’s other rights or 

remedies at law or in equity to enforce its rights against any other Party that breaches its 

obligations under this Settlement Stipulation, no breach by any Party of its obligations under this 

Settlement Stipulation shall permit any other Party to terminate this Settlement Stipulation or, 

after the Effective Date, affect or impair the disposition of the Action or release of claims 

contemplated by Part V above. 

51. Unless otherwise ordered by the Court, in the event the Settlement Stipulation is 

terminated, or is canceled, or shall not become effective for any reason, within seven (7) 

Business Days after written notification of such event is sent by Settling Defendants’ Counsel or 

Lead Counsel to the Escrow Agent, subject to the terms of Paragraph 54 below, the Settlement 

Fund (including accrued interest), less any expenses and any costs which have either been 

properly disbursed pursuant to Paragraphs 10 or 16 above, shall be refunded by the Escrow 

Agent to the D&O Insurers, in proportion to their contribution to the Settlement Fund, plus 

accrued interest attributable to that amount, by wire transfer pursuant to written instructions from 

Settling Defendants’ Counsel. At the request of Settling Defendants’ Counsel, the Escrow Agent 

or its designee shall apply for any tax refund owed to the Settlement Fund and pay the proceeds, 

after deduction of any fees or expenses reasonably incurred in connection with such 

application(s) for refund, to Settling Defendants and their insurers in proportion to their 

contributions to the Settlement Fund. 

52. If the Settlement Stipulation is not approved by the Court or the Settlement set 

forth in the Settlement Stipulation is terminated or fails to become effective in accordance with 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 40 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 39 of 55
 40 

27886313.v2 

its terms, the Settling Parties shall be restored to their respective positions in the Litigation 

immediately prior to the Execution Date of this Settlement Stipulation and no claims, rights or 

defenses, whether legal or equitable, of any of the Settling Parties that existed prior to executing 

this Settlement Stipulation shall be diminished or prejudiced in any way. In such event, the 

terms and provisions of the Settlement Stipulation, with the exception of Paragraphs 1(a)-(pp)), 

50-53 hereof, shall have no further force and effect with respect to the Settling Parties and shall 

not be used in this Action or in any other proceeding for any purpose, and any judgment or order 

entered by the Court in accordance with the terms of this Settlement Stipulation shall be treated 

as vacated, nunc pro tunc. No order of the Court or modification or reversal on appeal of any 

order of the Court concerning the Plan of Allocation or the amount of any Fee and Expense 

Award by the Court to Lead Counsel shall constitute grounds for cancellation or termination of 

the Settlement Stipulation. 

53. If the Effective Date does not occur, neither Plaintiffs nor Lead Counsel shall 

have any obligation to repay any amounts actually and properly disbursed from the Class Notice 

and Administration Fund. In addition, any Class Notice and Administration Expenses already 

incurred and properly chargeable to the Class Notice and Administration Fund pursuant to this 

Settlement Stipulation at the time of such termination or cancellation, but which have not been 

paid, shall be paid by the Escrow Agent in accordance with the terms of the Settlement 

Stipulation prior to the balance being refunded in accordance with Paragraph 51. 

54. Lead Plaintiffs, on behalf of the Class, or the Settling Defendants shall, in each of 

their separate discretions, have the right to terminate the Settlement, and thereby this Settlement 

Stipulation, as to themselves, by providing written notice of their election to do so (“Termination 

Notice”) to all other Settling Parties hereto within thirty (30) days of: 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 41 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 40 of 55
 41 

27886313.v2 

(a) the Court’s declining to enter the Preliminary Approval Order substantially in the 

form annexed as Exhibit A hereto; 

(b) the Court refusing to approve the Settlement as set forth in this Settlement 

Stipulation or any material part of it; 

(c) the Court’s declining to enter the Judgment in any material respect; or 

(d) the date upon which the Judgment is modified or reversed by the Court of 

Appeals or the Supreme Court in any material respect. 

55. Lead Plaintiffs shall also have the right to terminate this Settlement if Settling 

Defendants and/or Settling Defendants’ D&O Insurers do not timely make (or cause to be made) 

the payments as provided in Paragraph 2 of this Settlement Stipulation, including the issuance of 

stock. 

56. The Settling Defendants shall have the right to withdraw from and terminate the 

Settlement in its entirety, and to render the Settlement Stipulation null and void, if the Court 

refuses to certify a Class for the purposes of settlement pursuant to Rule 23. In the event of this 

withdrawal and termination, the Settling Defendants shall not have any obligation whatsoever to 

proceed under any terms other than provided for and agreed to in this Settlement Stipulation. 

The election provided for in this paragraph must be made and communicated in writing to Lead 

Counsel within ten (10) days following denial of class certification for purposes of settlement. 

57. The Settlement may be terminated at the option and in the sole discretion of the 

Settling Defendants in the event that Class Members who, during the Class Period, purchased or 

otherwise acquired Galena common stock timely and validly request exclusion from the Class 

and the Termination Threshold, as such term is defined in a separate agreement between Counsel 

for the Settling Defendants and Lead Plaintiffs’ Counsel (the “Supplemental Agreement”) is met. 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 42 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 41 of 55
 42 

27886313.v2 

The total amount of Galena common stock purchased by such Class Members shall be calculated 

using the information provided by such Class Members in their requests for exclusion. The 

Supplemental Agreement shall not be filed with the Court unless and until a dispute among the 

parties to the Supplemental Agreement concerning its interpretation or application arises, in 

which case those parties shall seek to file it with the Court under seal. 

XII. MISCELLANEOUS PROVISIONS 

58. The Settling Parties (a) acknowledge that it is their intent to consummate this 

agreement; and (b) agree, subject to their fiduciary and other legal obligations, to cooperate to 

the extent reasonably necessary to effectuate and implement all terms and conditions of this 

Settlement Stipulation and to exercise their reasonable best efforts to accomplish the foregoing 

terms and conditions of this Settlement Stipulation. Lead Counsel and Settling Defendants’ 

Counsel agree to cooperate with one another in seeking Court approval of the Preliminary 

Approval Order, the Settlement Stipulation, and the Settlement, and to promptly agree upon and 

execute all such other documentation as may be reasonably required to obtain final approval of 

the Settlement. To the extent the Settling Parties are unable to reach agreement concerning such 

best efforts, any Settling Party may refer the matter to Judge Layn R. Phillips for resolution, 

subject to ultimate Court approval, with the fees and expenses of Judge Layn R. Phillips to be 

divided equally between Plaintiffs on the one hand, and Settling Defendants on the other hand. 

59. The Settling Parties intend this Settlement Stipulation to be a final and complete 

resolution of all disputes that have arisen or could have arisen between them or among the 

Plaintiffs and the Class Members on the one hand, and the Settling Defendants and the Settling 

Defendants’ Released Parties on the other hand, with respect to the matters alleged in the 

Complaint, and all claims that have been asserted or that could have been asserted by Plaintiffs 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 43 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 42 of 55
 43 

27886313.v2 

and the Class Members against the Settling Defendants’ Released Parties with respect to the 

Released Plaintiffs’ Claims. 

60. The Settlement compromises claims that are contested and shall not be deemed an 

admission by any Party as to the merits of any claim or defense. The Settling Parties agree not to 

assert in any forum that the Action was brought by Lead Plaintiffs or defended by any the 

Settling Defendants, or each or any of them, in bad faith or without a reasonable basis. The 

Judgment will contain a statement that during the course of the Action, the parties and their 

respective counsel at all times complied with the requirements of Rule 11 of the Federal Rules of 

Civil Procedure. The Settling Parties further agree that the amount paid to the Settlement Fund 

and the other terms of the Settlement were negotiated at arm’s length and in good faith by the 

Settling Parties, and reflect a settlement that was reached voluntarily after consultation with 

competent legal counsel. 

61. The Settling Parties and their respective counsel agree to keep the information 

disclosed to them in connection with mediation and settlement negotiations confidential unless 

required to publicly disclose such information by applicable law, in which case written notice as 

to the content of any public communication shall be provided to all other Settling Parties at least 

three (3) business days prior to disclosure. In the event any of the Settling Parties wish to make a 

voluntary public disclosure regarding the Settlement, its terms, conditions or obligations (other 

than the fact that this case was resolved by Settlement), such Settling Party shall provide advance 

notice to all other Settling Parties as to the content of any such public communication at least 

three (3) Business Days prior to making such disclosure. 

62. Except for the purposes of enforcing the Settlement, this Settlement Stipulation 

and Settlement, whether or not the Effective Date occurs or this Settlement Stipulation is 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 44 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 43 of 55
 44 

27886313.v2 

terminated, any of its provisions, any negotiations, proceedings or agreements relating to this 

Settlement Stipulation and Settlement, all matters arising in connection with such negotiations, 

proceedings or agreements, and all acts performed or documents executed pursuant to or in 

furtherance of this Settlement Stipulation or the Settlement: 

(a) shall not be offered or received against any of the Settling Defendants or Settling 

Defendants’ Released Parties, or each or any of them, as evidence of a presumption, admission, 

or concession of any kind; 

(b) shall not be offered or received against any of the Settling Defendants or Settling 

Defendants’ Released Parties, or each or any of them, as an admission, with respect to the truth 

of any fact alleged in the Complaint or the validity of any Released Plaintiffs’ Claim, or the 

deficiency of any defense that has been or could have been asserted, or of any liability, 

negligence, fault or wrongdoing of the Settling Defendants; 

(c) shall not be offered or received against any of the Settling Defendants or Settling 

Defendants’ Released Parties, or each or any of them, as a concession or evidence of, any fault, 

misrepresentation or omission with respect to any statement or written document approved or 

made by any Defendant and the Settling Defendants’ Released Parties, or any of them; 

(d) shall not be offered or received against Plaintiffs, the Class, Plaintiffs’ Released 

Parties, or each or any of them, as an admission, concession or evidence of, the validity or 

invalidity of any of Released Settling Defendants’ Claims, the infirmity or strength of any claims 

raised in the Action, the truth or falsity of any fact alleged by Settling Defendants, or the 

availability or lack of availability of meritorious defenses to the claims raised in the Action; 

(e) shall not be offered or received against Plaintiffs, the Class, and Plaintiffs’ 

Released Parties, or each or any of them, or against Settling Defendants, Settling Defendants’ 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 45 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 44 of 55
 45 

27886313.v2 

Released Parties, or each or any of them, as evidence of any liability, negligence, fault or 

wrongdoing as against any Settling Parties to the Settlement Stipulation, in any other civil, 

criminal or administrative proceeding in any court, administrative agency or other tribunal. 

However, the Settlement, this Settlement Stipulation, and any acts performed and/or documents 

executed in furtherance of or pursuant to this Settlement Stipulation and/or Settlement may be 

used in any proceeding as may be necessary to effectuate and enforce the provisions of this 

Settlement Stipulation. Moreover, if this Settlement Stipulation is approved by the Court, any 

Party, Settling Defendants’ Released Parties, or Plaintiffs’ Released Parties may file this 

Settlement Stipulation and/or Judgment or refer to this Settlement Stipulation and/or Judgment to 

support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, 

good faith settlement, judgment bar or reduction or any other theory of claim preclusion or issue 

preclusion or similar defense or counterclaim under U.S. federal or state law or foreign law, or to 

otherwise effectuate the release of any and all released claims and other liability protections 

granted hereunder; 

(f) shall not be construed against Plaintiffs, the Class, and Plaintiffs’ Released 

Parties, or each or any of them, or against Settling Defendants, Settling Defendants’ Released 

Parties, or each or any of them, as an admission or concession that the consideration to be given 

hereunder represents an amount equal to, less than or greater than that amount which could have 

or would have been recovered after trial; 

(g) shall not be construed as or received in evidence as an admission or concession, 

or presumption against Plaintiffs, the Class, and Plaintiffs’ Released Parties, or each and any of 

them, or against Settling Defendants, Settling Defendants’ Released Parties, or each or any of 

them, that any of their claims or defenses are with or without merit or that damages recoverable 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 46 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 45 of 55
 46 

27886313.v2 

under the Complaint would have exceeded or would have been less than the Settlement Fund; 

and 

(h) shall not, in the event of Termination, be used by any Party for any purpose in any 

trial in this Action. 

63. The headings and captions used herein are used for the purpose of convenience 

only and are not meant to have legal effect and in no way define, limit, extend or describe the 

scope of this Settlement Stipulation or the intent of any provision hereof. 

64. The waiver by one party of any breach of this Settlement Stipulation by any other 

party shall not be deemed as a waiver of any other prior or subsequent breaches of this 

Settlement Stipulation. 

65. All of the Exhibits to this Settlement Stipulation are material and integral parts 

hereof and are fully incorporated herein by this reference. 

66. This Settlement Stipulation may be amended or modified only by a written 

instrument signed by or on behalf of all Settling Parties or their respective successors-in-interest. 

67. This Settlement Stipulation, the Exhibits annexed hereto, and the Supplemental 

Agreement referred to in Paragraph 56 hereto constitute the sole and entire agreement among the 

Settling Parties, and no representations, warranties, inducements, promises or agreements, oral or 

otherwise, have been made to any party concerning this Settlement Stipulation or its Exhibits or 

the Supplemental Agreement other than those contained and memorialized in such documents. 

Any and all prior or contemporaneous discussions, negotiations, agreements, commitments, and 

understandings related thereto are superseded hereby. Except as otherwise provided herein, each 

Party shall bear its own fees and costs. 

68. Lead Counsel, with approval of Plaintiffs, on behalf of the Class, is expressly 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 47 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 46 of 55
 47 

27886313.v2 

authorized by Plaintiffs to take all appropriate action required or permitted to be taken by the 

Class pursuant to the Settlement Stipulation to effectuate its terms and also is expressly 

authorized to enter into any modifications or amendments to this Settlement Stipulation on 

behalf of the Class that it deems appropriate. 

69. Each counsel or other Person executing this Settlement Stipulation, any of its 

Exhibits, or any related settlement documents on behalf of any Party hereby warrants and 

represents that such Person has the full authority to do so and that they have the authority to take 

appropriate action required or permitted to be taken pursuant to the Settlement Stipulation to 

effectuate its terms. 

70. This Settlement Stipulation may be executed in one or more counterparts. All 

executed counterparts and each of them shall be deemed to be one and the same instrument. This 

Settlement Stipulation may be executed by exchange of faxed or e-mailed (in .pdf format) 

executed signature pages, and any signature thereby transmitted shall be deemed an original 

signature for purposes of this Settlement Stipulation. 

71. This Settlement Stipulation shall be binding upon, and inure to the benefit of, the 

heirs, executors, administrators, trustees, parents, successors and assigns of the Settling Parties, 

the Settling Defendants’ Released Parties, and the Plaintiffs’ Released Parties, including any 

corporation, trust, partnership or other entity into which any Party heretofore has merged or with 

which it has been consolidated or hereafter may merge or consolidate. 

72. The Court shall retain jurisdiction with respect to implementation and 

enforcement of the terms of this Settlement Stipulation, and all parties hereto submit to the 

jurisdiction of the Court for purposes of implementing and enforcing the Settlement embodied in 

this Settlement Stipulation. 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 48 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 47 of 55
 48 

27886313.v2 

73. This Settlement Stipulation and the Exhibits thereto shall be considered to have 

been negotiated, executed and delivered, and to be wholly performed, in the State of Oregon. 

The construction, interpretation, operation, effect and validity of this Settlement Stipulation and 

any ancillary documents necessary to effectuate it shall be governed by, construed, and enforced 

in accordance with the internal, substantive laws of the State of Oregon without giving effect to 

that State’s choice or conflicts-of-laws principles, except to the extent that federal law requires 

that federal law governs. 

74. The Court shall retain jurisdiction with respect to implementation and 

enforcement of the terms of this Settlement Stipulation, and the administration and 

consummation of the Settlement Stipulation embodied therein. All Settling Parties submit to the 

jurisdiction of the Court for purposes of implementing and enforcing the Settlement embodied in 

this Settlement Stipulation. 

75. The Settling Parties reserve the right, upon the agreement of all of them and 

subject to the Court’s approval, to make any reasonable extensions of time or modifications to 

the Exhibits that might be necessary to carry out any of the provisions of this Settlement 

Stipulation. 

76. All Settling Parties agree that this Settlement Stipulation was drafted by counsel 

for the Settling Parties in good faith and at arm’s length, and that no parol or other evidence may 

be offered to explain, construe, contradict or clarify its terms, the intent of the Settling Parties or 

their counsel, or the circumstances under which the Settlement Stipulation was made or 

executed. This Settlement Stipulation shall not be construed more strictly against one Party than 

another merely by virtue of the fact that it, or any part of it, may have been prepared or drafted 

by counsel for that Settling Party. It is recognized that this Settlement Stipulation was the result 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 49 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 48 of 55
 49 

27886313.v2 

of arm’s length negotiations between counsel for the Settling Parties. 

77. All Settling Parties contributed substantially and materially to the preparation of 

this Settlement Stipulation. 

78. In the event that any one or more of the material provisions contained in this 

Settlement Stipulation shall for any reason be held to be invalid, illegal, or unenforceable in any 

respect, this Settlement Stipulation shall not be binding on a Party without the consent of such 

Settling Party to the change resulting from such finding or holding. 

79. By making their application for approval of this Settlement Stipulation, Plaintiffs’ 

Counsel and Settling Defendants’ Counsel shall not be deemed to have waived any attorneyclient privilege or other privilege, work product protection or other protection or immunity, and 

all information and documents transmitted between Plaintiffs’ Counsel and Settling Defendants’ 

Counsel in connection with the mediation and this Settlement shall be inadmissible in any 

proceeding in any federal or state court or other tribunal or otherwise, in accordance with Rule 

408 of the Federal Rules of Evidence as if such Rule applied in all respects in any such 

proceeding or tribunal. 

80. Whenever this Settlement Stipulation requires or contemplates that a Party shall 

or may give notice to the other, notice shall be provided by facsimile, electronic mail, or nextday (excluding Saturday and Sunday) express delivery service as follows and shall be deemed 

effective upon such transmission or delivery, to the facsimile number or address, as the case may 

be, set forth below: 

 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 50 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 49 of 55
 50 

27886313.v2 

If to Defendants, then to: 

Paul R. Bessette 

Michael J. Biles 

King & Spalding LLP 

pbessette@kslaw.com 

mbiles@kslaw.com 

401 Congress Avenue, Suite 3200 

Austin, Texas 78701 

Telephone: (512) 457-2000 

Facsimile: (512) 457-2100 

Jonathan R. Tuttle 

Debevoise & Plimpton LLP 

jrtuttle@debevoise.com 

801 Pennsylvania Avenue N.W. 

Washington, DC 20004 

Telephone: (202) 383-8000 

Fascimile: (202) 383-8118 

Robert L. Aldisert 

Perkins Coie LLP 

raldisert@perkinscoie.com 

1120 N.W. Couch Street, Tenth Floor 

Portland, OR 97209-4128 

Telephone: (503) 727-2000 

Fascimile: (503) 727-2222 

If to Plaintiffs, then to: 

Patrick V. Dahlstrom 

Leigh Handelman Smollar 

Pomerantz LLP 

pdahlstrom@pomlaw.com 

lsmollar@pomlaw.com 

Ten South LaSalle Street, Suite 3505 

Chicago, Illinois 60603 

Tel: (312) 377-1181 

Laurence Matthew Rosen 

The Rosen Law Firm, P.A. 

lrosen@rosenlegal.com 

275 Madison Avenue, 34th Floor 

New York, NY 10016 

Telephone: (212)-686-1060 

Facsimile: (212)-202-3827 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 51 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 50 of 55
 51 

27886313.v2 

80. All time periods set forth herein shall be computed in calendar days unless 

otherwise expressly provided. In computing any period of time prescribed or allowed by this 

Settlement Stipulation or by order of the Court, the day of the act, event or default from which 

the designated period of time begins to run shall not be included. 

81. The Settling Parties reserve the right, subject to the Court’s approval, to make any 

reasonable extensions of time that might be necessary to carry out any of the provisions of this 

Settlement Stipulation. 

82. No part of the Settlement Amount, once it is deposited into the Escrow Account, 

shall be used to settle any other action, including without limitation the Derivative Actions, as 

well as Hosie Kenneth Riley v. Galena Biopharma, Inc., et. al., 3:15-cv-01748-AC (D. OR.), nor 

shall any part of the Settlement Amount be paid to the plaintiffs or their counsel in those Actions. 

Settling Defendants acknowledge that the amount of Settlement Consideration was separately 

negotiated and agreed with Lead Plaintiffs before and independent of the settlement of any of the 

derivative actions. 

83. Settling Defendants acknowledge, and will not take a contrary position or 

represent otherwise, that (i) the amount of the Settlement Consideration recovered for the 

Settlement Class, and the Settlement Stipulation, are entirely attributable to the actions and 

efforts of the Plaintiffs and Plaintiffs’ Counsel in the Securities Class Action and the merits of 

the claims and defenses asserted in the Securities Action; and (ii) the Settlement Consideration, 

the MOU and the material terms of the Settlement Stipulation were negotiated by Plaintiffs in the 

Securities Class Action and their counsel prior to any resolution o f any of the Derivative 

Actions. 

Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 52 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 51 of 55
Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 53 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 52 of 55
Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 54 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 53 of 55
Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 55 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 54 of 55
Case 3:15-cv-01465-SI Document 48-1 Filed 04/07/16 Page 56 of 56 Case 3:14-cv-00367-SI Document 170 Filed 02/10/16 Page 55 of 55