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IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF ARIZONA

Richard Di Donato, Individually and On 

Behalf of all Others Similarly Situated,

Plaintiff, 

v. 

Insys Therapeutics, Inc.; et al.,

Defendants.

No. CV-16-00302-PHX-NVW

CLASS ACTION

JUDGMENT APPROVING CLASS 

ACTION SETTLEMENTS WITH 

DEFENDANTS DARRYL S. BAKER, 

JOHN N. KAPOOR, AND MICHAEL 

L. BABICH

WHEREAS, an action is pending in this Court entitled Di Donato v. Insys

Therapeutics, Inc., et al., No. 16-cv-00302-NVW (the “Action”);

WHEREAS, by Order dated September 20, 2019 (Doc. 271), this Court certified the 

Action to proceed as a class action on behalf of all persons and entities who purchased or 

otherwise acquired Insys Therapeutics, Inc. (“Insys”) common stock during the period 

from March 3, 2015, through January 25, 2016 (the “Class Period”), and were damaged 

thereby (the “Class”);1

1 Excluded from the Class are: (i) Defendants; (ii) present and former directors or 

executive officers of Insys and members of their immediate families (as defined in 

17 C.F.R. § 229.404, Instructions (1)(a)(iii) and (1)(b)(ii)); (iii) any of the foregoing 

individuals’ or entities’ legal representatives, heirs, successors, or assigns; and (iv) any 

entity in which any Defendant has or had a controlling interest, or which is related to or 

affiliated with, any Defendant. The Court did not certify the Action against Insys, as claims 

against Insys are subject to a mandatory and automatic stay of litigation pursuant to 11 

U.S.C. § 362 of the United States Code due to its bankruptcy filing.

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WHEREAS, pursuant to the Court’s Order dated March 20, 2020 (Doc. 331), notice 

was disseminated to potential members of the Class to notify them of, among other things: 

(i) the pendency of the Action against defendants Darryl S. Baker, John N. Kapoor, and 

Michael L. Babich (collectively, “Defendants”); (ii) the Court’s certification of the Action 

to proceed against Defendants as a class action on behalf of the Class; 

(iii) the right of Class Members to request to be excluded from the Class, the effect of 

remaining in the Class or requesting exclusion from the Class, and the requirements for 

requesting exclusion;2(iv) the then-pending motion to voluntarily dismiss Insys from the 

Action with prejudice given the Company’s bankruptcy and the Class’s inability to pursue 

claims against Insys in the Action based upon the Company’s bankruptcy; and (v) the right 

of Class Members to object to the motion to voluntarily dismiss Insys from the Action with 

prejudice (“Class Notice”);3 

WHEREAS, Court-appointed Lead Plaintiff and Class Representative Clark Miller 

(“Class Representative”), on behalf of himself and the other members of the Court-certified 

Class, and Darryl S. Baker (“Defendant Baker”) have entered into the Stipulation and 

Agreement of Settlement Between Lead Plaintiff and Defendant Darryl S. Baker dated 

May 22, 2020 (the “Baker Stipulation”) (Doc. 341-1), that provides for a complete 

dismissal with prejudice of the claims asserted against Defendant Baker in the Action on 

the terms and conditions set forth in the Baker Stipulation, subject to the approval of this 

Court (the “Baker Settlement”); 

2 Pursuant to the Court’s Order Preliminarily Approving Settlement with 

Defendant Darryl S. Baker and Providing for Notice dated June 5, 2020 (Doc. 347), 

because Class Members had the opportunity to exclude themselves in connection with 

Class Notice, the Court exercised its discretion not to permit Class Members a second 

opportunity to exclude themselves from the Class in connection with the settlement

proceedings, which became the law of this case, thereby precluding Class Members from 

excluding themselves from all subsequent settlements.

3 By Order dated May 15, 2020 (Doc. 338), Insys was dismissed from the 

Action with prejudice.

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WHEREAS, by Order dated June 5, 2020 (the “Baker Preliminary Approval Order”)

(Doc. 347), this Court: (a) found, pursuant to Federal Rule of Civil Procedure (“Rule”) 

23(e)(1)(B), that it would likely be able to approve the Baker Settlement as fair, reasonable, 

and adequate under Rule 23(e)(2); (b) ordered that notice of the proposed Baker Settlement 

be provided to potential Class Members; (c) provided Class Members with the opportunity 

to object to the proposed Baker Settlement; and (d) scheduled a hearing regarding final 

approval of the Baker Settlement; 

WHEREAS, Class Representative, on behalf of himself and the other members of 

the Court-certified Class, and John N. Kapoor (“Defendant Kapoor”) have entered into the 

Stipulation and Agreement of Settlement Between Lead Plaintiff and Defendant John N. 

Kapoor dated July 1, 2020 (the “Kapoor Stipulation”) (Doc. 371-1), that provides for a 

complete dismissal with prejudice of the claims asserted against Defendant Kapoor in the 

Action on the terms and conditions set forth in the Kapoor Stipulation, subject to the 

approval of this Court (the “Kapoor Settlement”); 

WHEREAS, by Order dated July 2, 2020 (the “Kapoor Preliminary Approval 

Order”) (Doc. 373), this Court: (a) found, pursuant to Rule 23(e)(1)(B), that it would likely 

be able to approve the Kapoor Settlement as fair, reasonable, and adequate under Rule 

23(e)(2); (b) ordered that notice of the proposed Kapoor Settlement be provided to potential 

Class Members; (c) provided Class Members with the opportunity to object to the proposed 

Kapoor Settlement; and (d) scheduled a hearing regarding final approval of the Kapoor 

Settlement; 

WHEREAS, Class Representative, on behalf of himself and the other members of 

the Court-certified Class, and Michael L. Babich (“Defendant Babich”) have entered into 

the Stipulation and Agreement of Settlement Between Lead Plaintiff and Defendant 

Michael L. Babich dated July 21, 2020 (the “Babich Stipulation”) (Doc. 399-1),4that 

4 Unless otherwise defined in this Order, the capitalized terms herein shall 

have the same meanings as they have in the Baker Stipulation, the Kapoor Stipulation, and 

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provides for a complete dismissal with prejudice of the claims asserted against Defendant 

Babich in the Action on the terms and conditions set forth in the Babich Stipulation, subject 

to the approval of this Court (the “Babich Settlement”);

WHEREAS, by Order dated July 31, 2020 (the “Babich Preliminary Approval 

Order”) (Doc. 402), this Court: (a) found, pursuant to Rule 23(e)(1)(B), that it would likely 

be able to approve the Babich Settlement as fair, reasonable, and adequate under Rule 

23(e)(2); (b) ordered that notice of the proposed Babich Settlement be provided to potential 

Class Members; (c) provided Class Members with the opportunity to object to the proposed 

Babich Settlement; and (d) scheduled a hearing regarding final approval of the Babich 

Settlement; 

WHEREAS, due and adequate notice of the Baker Settlement, Kapoor Settlement, 

and Babich Settlement (collectively, the “Settlements”) has been given to the Class; 

WHEREAS, the Court conducted hearings on September 23, 2020, October 15, 

2020, and November 18, 2020 (the “Settlement Fairness Hearings”) to consider, among 

other things: (a) whether the terms and conditions of the Settlements are fair, reasonable, 

and adequate to the Class, and should therefore be approved; (b) whether notice of the 

Settlements to the Class was adequate; and (c) whether a judgment should be entered 

dismissing the Action with prejudice as against Defendants; and 

WHEREAS, the Court having reviewed and considered the Stipulations, all papers 

filed and proceedings held herein in connection with the Settlements, all oral and written 

comments received regarding the Settlements, and the record in the Action, and good cause 

appearing therefor;

NOW THEREFORE, IT IS HEREBY ORDERED:

1. Jurisdiction – The Court has jurisdiction over the subject 

matter of the Action, and all matters relating to the Settlements, as well as personal 

the Babich Stipulation (collectively, the “Stipulations”).

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jurisdiction over Class Representative and Defendants (collectively, the “Settling Parties”) 

and each of the Class Members.

2. Incorporation of Settlement Documents – This Judgment 

incorporates and makes a part hereof: (a) the Stipulations filed with the Court on May 22, 

2020, July 1, 2020, and July 21, 2020 (Docs. 341-1, 371-1, 399-1); (b) the Postcard 

Settlement Notice, the Settlement Notice, and the Summary Settlement Notice for the 

Baker Settlement, all of which were filed with the Court on August 19, 2020; (c) the 

Postcard Settlement Notice, the Settlement Notice, and the Summary Settlement Notice for 

the Kapoor Settlement, all of which were filed with the Court on September 10, 2020; and 

(d) the Postcard Settlement Notice, the Settlement Notice, and the Summary Settlement 

Notice for the Babich Settlement, all of which were filed with the Court on October 14, 

2020.

3. Notice – The Court finds that the mailing of the Postcard 

Settlement Notices for the Settlements, the posting of the Settlement Notices for the 

Settlements on the Website, and the publication of the Summary Settlement Notices for 

the Settlements: (a) were implemented in accordance with the Preliminary Approval 

Orders for the Settlements; (b) constituted the best notice practicable under the 

circumstances; 

(c) constituted notice that was reasonably calculated, under the circumstances, to apprise 

Class Members of (i) the effect of the proposed Settlements (including the releases to be 

provided thereunder); (ii) Class Counsel’s motion for an award of attorneys’ fees in 

connection with the Kapoor Settlement and Class Counsel’s motions for reimbursement 

of Litigation Expenses in connection with the Baker and Babich Settlements; (iii) Class 

Members’ right to object to any aspect of the Settlements, the Plan of Allocation, and/or 

Class Counsel’s motion for attorneys’ fees and motions for reimbursement of Litigation 

Expenses; and (iv) Class Members’ right to appear at the Settlement Fairness Hearings; 

(d) constituted due, adequate, and sufficient notice to all persons and entities entitled to 

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receive notice of the proposed Settlements; and (e) satisfied the requirements of Rule 23 

of the Federal Rules of Civil Procedure, the United States Constitution (including the Due 

Process Clause), the Private Securities Litigation Reform Act of 1995, 15 U.S.C. §§ 77z1, 78u-4, as amended, and all other applicable law and rules. 

4. CAFA Notice – The Court finds that the notice requirements 

set forth in the Class Action Fairness Act of 2005, 28 U.S.C. § 1715, to the extent 

applicable to the Action, have been satisfied for each of the Settlements.

Final Settlement Approval of the Baker Settlement and 

Dismissal of Claims Against Defendant Baker

5. Pursuant to, and in accordance with, Rule 23(e)(2) of the 

Federal Rules of Civil Procedure, this Court hereby fully and finally approves the Baker 

Settlement set forth in the Baker Stipulation in all respects (including, without limitation, 

the amount of the Baker Settlement, the Releases provided for therein, and the dismissal 

with prejudice of the claims asserted against Defendant Baker in the Action), and finds 

that the Baker Settlement is, in all respects, fair, reasonable, and adequate to the Class. 

Specifically, the Court finds that (a) Class Representative and Class Counsel have 

adequately represented the Class; (b) the Baker Settlement was negotiated at arm’s length; 

(c) the relief provided for the Class under the Baker Settlement is adequate taking into 

account the costs, risks, and delay of trial and appeal, the proposed means of distributing 

the Settlement Fund to the Class, and the proposed award of Litigation Expenses; and (d) 

the Baker Settlement treats members of the Class equitably relative to each other. Class 

Representative and Defendant Baker are directed to implement, perform, and consummate 

the Baker Settlement in accordance with the terms and provisions contained in the Baker 

Stipulation.

6. The Action and all of the claims asserted against Defendant 

Baker in the Action by Class Representative and the other Class Members are hereby 

dismissed with prejudice as to Defendant Baker. Class Representative and Defendant 

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Baker shall bear their own costs and expenses, except as otherwise expressly provided in 

the Baker Stipulation.

7. Baker Settlement Releases - The Releases set forth in ¶¶ 5 and 

6 of the Baker Stipulation (“Baker Settlement Releases”), together with the definitions 

contained in ¶ 1 of the Baker Stipulation relating thereto, are expressly incorporated herein 

in all respects. The Baker Settlement Releases are effective as of the Effective Date of the 

Baker Settlement. Accordingly, this Court orders that:

(a) Without further action by anyone, and subject to ¶ 8 below, upon the 

Effective Date of the Baker Settlement, Class Representative and each of the other Class 

Members, on behalf of themselves, and their respective spouses, heirs, executors, 

administrators, predecessors, successors, and assigns, in their capacities as such, shall be 

deemed to have, and by operation of law and of the judgment shall have, fully, finally, 

and forever compromised, settled, released, resolved, relinquished, waived, and 

discharged each and every Released Class Representative’s Claim (as that term is defined 

in the Baker Stipulation) against Defendant Baker and the other Settling Defendant’s 

Releasees (as that term is defined in the Baker Stipulation), and shall forever be barred 

and enjoined from prosecuting any or all of the Released Class Representative’s Claims 

against any of the Settling Defendant’s Releasees whether or not such Class Member 

executes and delivers a Claim Form; and

(b) Without further action by anyone, and subject to ¶ 8 below, upon the 

Effective Date of the Baker Settlement, Defendant Baker, on behalf of himself, and his 

spouses, heirs, executors, administrators, predecessors, successors, and assigns, in their 

capacities as such, shall be deemed to have, and by operation of law and of the judgment 

shall have, fully, finally, and forever compromised, settled, released, resolved, 

relinquished, waived, and discharged each and every Released Settling Defendant’s Claim 

(as that term is defined in the Baker Stipulation) against Class Representative and the other 

Class Representative’s Releasees (as that term is defined in the Baker Stipulation), and 

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shall forever be barred and enjoined from prosecuting any or all of the Released Settling 

Defendant’s Claims against any of the Class Representative’s Releasees.

8. Notwithstanding ¶¶ 7(a) – (b) above, nothing in this 

Judgment shall bar any action by Class Representative and/or Defendant Baker to enforce 

or effectuate the terms of the Baker Stipulation or this Judgment. 

Final Settlement Approval of the Kapoor Settlement and 

Dismissal of Claims Against Defendant Kapoor

9. Pursuant to, and in accordance with, Rule 23(e)(2) of the Federal Rules 

of Civil Procedure, this Court hereby fully and finally approves the Kapoor Settlement set 

forth in the Kapoor Stipulation in all respects (including, without limitation, the amount 

and terms of the Settlement Consideration, the Releases provided for therein, and the 

dismissal with prejudice of the claims asserted against Defendant Kapoor in the Action), 

and finds that the Kapoor Settlement is, in all respects, fair, reasonable, and adequate to 

the Class. Specifically, the Court finds that (a) Class Representative and Class Counsel 

have adequately represented the Class; (b) the Kapoor Settlement was negotiated at arm’s 

length; (c) the relief provided for the Class under the Kapoor Settlement is adequate taking 

into account the costs, risks, and delay of trial and appeal, the proposed means of 

distributing the Settlement Fund to the Class, and the proposed attorneys’ fee award; and 

(d) the Kapoor Settlement treats members of the Class equitably relative to each other. 

Class Representative and Defendant Kapoor are directed to implement, perform, and 

consummate the Kapoor Settlement in accordance with the terms and provisions contained 

in the Kapoor Stipulation.

10. The Action and all of the claims asserted against Defendant 

Kapoor in the Action by Class Representative and the other Class Members are hereby 

dismissed with prejudice as to Defendant Kapoor. Class Representative and Defendant 

Kapoor shall bear their own costs and expenses, except as otherwise expressly provided 

in the Kapoor Stipulation.

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11. Kapoor Settlement Releases – The Releases set forth in ¶¶ 4 

and 5 of the Kapoor Stipulation (“Kapoor Settlement Releases”), together with the 

definitions contained in ¶ 1 of the Kapoor Stipulation relating thereto, are expressly 

incorporated herein in all respects. The Kapoor Settlement Releases are effective as of the 

Effective Date of the Kapoor Settlement. Accordingly, this Court orders that:

(a) Without further action by anyone, and subject to ¶ 12 below, upon 

the Effective Date of the Kapoor Settlement, Class Representative and each of the other 

Class Members, on behalf of themselves, and their respective spouses, heirs, executors, 

administrators, predecessors, successors, and assigns, in their capacities as such, shall be 

deemed to have, and by operation of law and of the judgment shall have, fully, finally, 

and forever compromised, settled, released, resolved, relinquished, waived, and 

discharged each and every Released Class Representative’s Claim (as that term is defined 

in the Kapoor Stipulation) against Defendant Kapoor and the other Settling Defendant’s 

Releasees (as that term is defined in the Kapoor Stipulation), and shall forever be barred 

and enjoined from prosecuting any or all of the Released Class Representative’s Claims 

against any of the Settling Defendant’s Releasees whether or not such Class Member 

executes and delivers a Claim Form; and

(b) Without further action by anyone, and subject to ¶ 12 below, upon 

the Effective Date of the Kapoor Settlement, Defendant Kapoor, on behalf of himself, and 

his spouses, heirs, executors, administrators, predecessors, successors, and assigns, in 

their capacities as such, shall be deemed to have, and by operation of law and of the 

judgment shall have, fully, finally, and forever compromised, settled, released, resolved, 

relinquished, waived, and discharged each and every Released Settling Defendant’s Claim 

(as that term is defined in the Kapoor Stipulation) against Class Representative and the 

other Class Representative’s Releasees (as that term is defined in the Kapoor Stipulation), 

and shall forever be barred and enjoined from prosecuting any or all of the Released 

Settling Defendant’s Claims against any of the Class Representative’s Releasees.

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12. Notwithstanding ¶¶ 11(a) – (b) above, nothing in this Judgment 

shall bar any action by Class Representative and/or Defendant Kapoor to enforce or 

effectuate the terms of the Kapoor Stipulation or this Judgment. 

Final Settlement Approval of the Babich Settlement and 

Dismissal of Claims Against Defendant Babich

13. Pursuant to, and in accordance with, Rule 23(e)(2) of the 

Federal Rules of Civil Procedure, this Court hereby fully and finally approves the Babich 

Settlement set forth in the Babich Stipulation in all respects (including, without 

limitation, the amount of the Babich Settlement, the Releases provided for therein, and 

the dismissal with prejudice of the claims asserted against Defendant Babich in the 

Action), and finds that the Babich Settlement is, in all respects, fair, reasonable, and 

adequate to the Class. Specifically, the Court finds that (a) Class Representative and Class 

Counsel have adequately represented the Class; (b) the Babich Settlement was negotiated 

at arm’s length; (c) the relief provided for the Class under the Babich Settlement is 

adequate taking into account the costs, risks, and delay of trial and appeal, the proposed 

means of distributing the Settlement Fund to the Class, and the proposed award of 

Litigation Expenses; and (d) the Babich Settlement treats members of the Class equitably 

relative to each other. Class Representative and Defendant Babich are directed to 

implement, perform, and consummate the Babich Settlement in accordance with the 

terms and provisions contained in the Babich Stipulation.

14. The Action and all of the claims asserted against Defendant 

Babich in the Action by Class Representative and the other Class Members are hereby 

dismissed with prejudice as to Defendant Babich. Class Representative and Defendant 

Babich shall bear their own costs and expenses, except as otherwise expressly provided 

in the Babich Stipulation.

15. Babich Settlement Releases - The Releases set forth in ¶¶ 4 and 5 of the 

Babich Stipulation (“Babich Settlement Releases”), together with the definitions 

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contained in ¶ 1 of the Babich Stipulation relating thereto, are expressly incorporated 

herein in all respects. The Babich Settlement Releases are effective as of the Effective 

Date of the Babich Settlement. Accordingly, this Court orders that:

(a) Without further action by anyone, and subject to ¶ 16 below, upon 

the Effective Date of the Babich Settlement, Class Representative and each of the other 

Class Members, on behalf of themselves, and their respective spouses, heirs, executors, 

administrators, predecessors, successors, and assigns, in their capacities as such, shall be 

deemed to have, and by operation of law and of the judgment shall have, fully, finally, 

and forever compromised, settled, released, resolved, relinquished, waived, and 

discharged each and every Released Class Representative’s Claim (as that term is defined 

in the Babich Stipulation) against Defendant Babich and the other Settling Defendant’s 

Releasees (as that term is defined in the Babich Stipulation), and shall forever be barred 

and enjoined from prosecuting any or all of the Released Class Representative’s Claims 

against any of the Settling Defendant’s Releasees whether or not such Class Member 

executes and delivers a Claim Form; and

(b) Without further action by anyone, and subject to ¶ 16 below, upon 

the Effective Date of the Babich Settlement, Defendant Babich, on behalf of himself, and 

his spouses, heirs, executors, administrators, predecessors, successors, and assigns, in 

their capacities as such, shall be deemed to have, and by operation of law and of the 

judgment shall have, fully, finally, and forever compromised, settled, released, resolved, 

relinquished, waived, and discharged each and every Released Settling Defendant’s 

Claim (as that term is defined in the Babich Stipulation) against Class Representative and 

the other Class Representative’s Releasees (as that term is defined in the Babich 

Stipulation), and shall forever be barred and enjoined from prosecuting any or all of the 

Released Settling Defendant’s Claims against any of the Class Representative’s 

Releasees.

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16. Notwithstanding ¶¶ 15(a) – (b) above, nothing in this Judgment shall bar 

any action by Class Representative and/or Defendant Babich to enforce or effectuate the 

terms of the Babich Stipulation or this Judgment. 

17. Binding Effect – The terms of the Stipulations and of this Judgment shall 

be forever binding on the Defendant to which the respective Stipulation applies, Class 

Representative, and all other Class Members (regardless of whether or not any individual 

Class Member submits a Claim Form or seeks or obtains a distribution from the Net 

Settlement Funds), as well as their respective successors and assigns.

18. Bar Order – With respect to each of the Settlements, pursuant to the 

PSLRA, specifically 15 U.S.C. § 78u-4(f)(7)(A), and common law, the Court hereby bars 

all future claims by any individual or entity against any of the Settling Defendant’s 

Releasees (as that term is defined in each of the respective Stipulations), and by the 

Settling Defendant’s Releasees against any individual or entity other than a person whose 

liability has been extinguished by the respective Settlement, for (a) contribution or 

indemnity (or any other claim, however denominated on whatsoever theory) arising out 

of or related to the claims or allegations asserted by Class Representative in the Action, 

or (b) any other claim of any type, whether arising under state, federal, common, or 

foreign law, for which the injury claimed is that person’s or entity’s actual or threatened 

liability to Class Representative and/or members of the Class arising out of or related to 

the claims or allegations asserted by Class Representative in the Action.

19. Pursuant to the PSLRA and common law, any final verdict or judgment 

that may be obtained by or on behalf of the Class or a Class Member against any person 

or entity subject to the bar order set forth in ¶ 18 above shall, pursuant to 15 U.S.C. §78u4(f)(7)(B), be reduced by the greater of: (a) an amount that corresponds to the percentage 

of responsibility of the respective Defendant for common damages; or (b) the amount 

paid by or on behalf of the respective Defendant to the Class for common damages.

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20. Rule 11 Findings – Pursuant to 15 U.S.C. § 78u-4(c)(1), and based on its 

review of the record, the Court finds that Class Representative and Defendants and their 

respective counsel complied with the requirements of Rule 11(b) of the Federal Rules of 

Civil Procedure in connection with the initial complaint (Doc. 1), Amended Complaint 

(Doc. 49), Second Amended Complaint (Doc. 77), Answer and amended Answer (Docs. 

131, 135), and dispositive motions (Docs. 61, 85, 311, 317) filed in the Action. 

21. No Admissions – Neither this Judgment, the Stipulations (whether or 

not consummated), including the exhibits thereto and the respective Plan of Allocation 

contained therein (or any other plan of allocation that may be approved by the Court), the 

negotiations leading to the execution of the Stipulations, nor any proceedings taken 

pursuant to or in connection with the Stipulations and/or approval of the Settlements 

(including any arguments proffered in connection therewith): 

 (a) shall be offered against any of the Settling Defendant’s Releasees 

(as that term is defined in each respective Stipulation) as evidence of, or construed as, or 

deemed to be evidence of any presumption, concession, or admission by any of the Settling 

Defendant’s Releasees (as that term is defined in each respective Stipulation) with respect 

to the truth of any fact alleged by Class Representative or the validity of any claim that was 

or could have been asserted or the deficiency of any defense that has been or could have 

been asserted in this Action or in any other litigation, or of any liability, negligence, fault, 

or other wrongdoing of any kind of any of the Settling Defendant’s Releasees (as that term 

is defined in each respective Stipulation) or in any way referred to for any other reason as 

against any of the Settling Defendant’s Releasees (as that term is defined in each respective 

Stipulation), in any arbitration proceeding or other civil, criminal, or administrative action 

or proceeding, other than such proceedings as may be necessary to effectuate the provisions 

of the respective Stipulation;

(b) shall be offered against any of the Class Representative’s Releasees 

(as that term is defined in each respective Stipulation), as evidence of, or construed as, or 

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deemed to be evidence of any presumption, concession, or admission by any of the Class 

Representative’s Releasees (as that term is defined in each respective Stipulation) that any 

of their claims are without merit, that any of the Settling Defendant’s Releasees (as that 

term is defined in each respective Stipulation) had meritorious defenses, or that damages 

recoverable under the Second Amended Complaint against the respective Defendant would 

not have exceeded the respective Settlement Amount/Settlement Consideration or with 

respect to any liability, negligence, fault, or wrongdoing of any kind, or in any way referred 

to for any other reason as against any of the Class Representative’s Releasees (as that term 

is defined in each respective Stipulation), in any arbitration proceeding or other civil, 

criminal, or administrative action or proceeding, other than such proceedings as may be 

necessary to effectuate the provisions of the respective Stipulation; or

(c) shall be construed against any of the Releasees (as set forth in the 

respective Stipulation) as an admission, concession, or presumption that the consideration 

to be given hereunder represents the amount which could be or would have been recovered 

from the respective Defendant after trial; provided, however, that Class Representative, the 

respective Defendant, the respective Releasees and their respective counsel may refer to it 

to effectuate the protections from liability granted hereunder or otherwise to enforce the 

terms of the respective Settlement, and may file the respective Stipulation and/or this 

Judgment in any action in order to support a defense, claim, 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.

22. Retention of Jurisdiction – Without affecting the finality of this Judgment 

in any way, this Court retains continuing and exclusive jurisdiction over: (a) Class 

Representative and Defendants for purposes of the administration, interpretation, 

implementation, and enforcement of the Settlements; (b) the disposition of the Settlement 

Funds; (c) any motion for an award of attorneys’ fees and/or reimbursement of Litigation 

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Expenses by Class Counsel in the Action that will be paid from the Settlement Funds; (d) 

any motion to approve the Plan of Allocation, which is the same for each of the 

Settlements; (e) any motion to approve the Class Distribution Order; and (f) the Class 

Members for all matters relating to the Action.

23. Separate orders shall be entered regarding approval of a plan of allocation 

and the motions of Class Counsel for an award of attorneys’ fees in connection with the 

Kapoor Settlement and for reimbursement of Litigation Expenses in connection with the 

Baker and Babich Settlements. Such orders shall in no way affect or delay the finality of 

this Judgment and shall not affect or delay the Effective Date of the Settlements.

24. Modification of the Stipulations – Without further approval from the 

Court, Class Representative and Defendants are hereby authorized to agree to and adopt 

such amendments or modifications of their respective Stipulation or any exhibits attached 

thereto to effectuate the respective Settlement that: (a) are not materially inconsistent with 

this Judgment; and (b) do not materially limit the rights of Class Members in connection 

with the respective Settlement. Without further order of the Court, Class Representative 

and Defendants may agree to reasonable extensions of time to carry out any provisions of 

their respective Stipulation.

25. Termination of Settlements – If any of the Settlements is terminated as 

provided in the respective Stipulation or the Effective Date of any of the Settlements 

otherwise fails to occur, this Judgment shall be vacated, rendered null and void, and be of 

no further force and effect with respect to the terminated Settlement(s), except as 

otherwise provided by the respective Stipulation(s), and this Judgment shall be without 

prejudice to the rights of Class Representative, the other Class Members, and the 

Defendant(s) involved in the terminated Settlement(s), and Class Representative and the 

Defendant(s) involved in the terminated Settlement(s) shall revert to their respective 

positions in the Action as provided in the respective Stipulation(s). 

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26. With this Order, all claims of all parties have been adjudicated and this is a 

Final Judgment.

27. The Clerk shall terminate this case.

Dated this 18th day of November, 2020.

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