UNITED STATES DISTRICT COURT 

DISTRICT OF NEW JERSEY 

IN RE: 

MEDCO/EXPRESS SCRIPTS MERGER 

LITIGATION 

 Civil Action No. 11-4211 (DMC) (MF) 

STIPULATION AND AGREEMENT OF 

COMPROMISE, SETTLEMENT AND RELEASE

 The parties, through their undersigned counsel, in the consolidated action captioned In re: 

Medco/Express Scripts Merger Litigation, No. 2-11-cv-04211-DMC-MF (the “Federal Action”) 

pending before the United States District Court for the District of New Jersey (the “District 

Court”), and the consolidated action captioned In re Medco Health Solutions Inc. Shareholders 

Litigation, Consol. C.A. No. 6720-CS (the “Delaware Action”) pending before the Delaware 

Court of Chancery (the “Court of Chancery”) (collectively, the “Actions”), have reached this 

Stipulation and Agreement of Compromise, Settlement and Release (with the exhibits hereto, the 

“Stipulation”), subject to approval by this Court: 

HISTORY OF THE LITIGATION

 WHEREAS, on July 21, 2011, Medco Health Solutions, Inc. (“Medco” or the 

“Company”) and Express Scripts, Inc. (“Express Scripts”) announced the execution of a merger 

agreement (the “Merger Agreement”) between Medco, Express Scripts, Aristotle Holding, Inc., 

Aristotle Merger Sub, Inc. and Plato Merger Sub, Inc., pursuant to which Express Scripts would 

acquire Medco for $28.80 in cash and 0.81 shares of Express Scripts Holding stock for each 

share of Medco common stock (the “Proposed Transaction”); 

 WHEREAS, between July 22, 2011 and July 29, 2011, ten actions were filed by 

purported Medco shareholders in the Delaware Court of Chancery all alleging, among other 

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things, that Medco and its board of directors had breached their fiduciary duties in connection 

with their consideration and approval of the Proposed Transaction, and that Express Scripts had 

aided and abetted those breaches of fiduciary duty. The actions, and their respective filing 

dates, are as follows: Chevedden v. Snow, C.A. No. 6694-CS (filed July 22, 2011); Colanino v. 

Medco Health Solutions, Inc., C.A. No. 6708-CS (filed July 25, 2011); Knisley v. Snow, C.A. No. 

6710-CS (filed July 25, 2011); Heimowitz v. Medco Health Solutions, Inc., C.A. No. 6711-CS 

(filed July 26, 2011); Waber v. Medco Health Solutions, Inc., C.A. No. 6716-CS (filed July 26, 

2011); U.F.C.W. Local 1776 & Participating Emp’rs Pension Fund v. Medco Health Solutions, 

Inc., C.A. No. 6720-CS (filed July 27, 2011); Westchester Putnam Counties Heavy & Highway 

Laborers Local 60 Benefit Funds v. Medco Health Solutions, Inc., C.A. No. 6723-CS (filed July 

27, 2011); Labourers’ Pension Fund of Cent. & E. Can. v. Snow, C.A. No. 6725 (filed July 27, 

2011); Johnson v. Medco Health Solutions, Inc., C.A. No. 6726-CS (filed July 28, 2011); 

Schoenwald v. Medco Health Solutions, Inc., and C.A. No. 6727-CS (filed July 29, 2011) 

(collectively, the consolidated “Delaware Action”); 

 WHEREAS, between July 22, 2011 and July 29, 2011, seven actions were filed by 

purported Medco shareholders in the United States District Court for the District of New Jersey, 

all alleging, among other things, that Medco and its board of directors had breached their 

fiduciary duties in connection with their consideration and approval of the Proposed Transaction, 

and that Express Scripts had aided and abetted those breaches of fiduciary duty. The actions, 

and their respective filing dates, are as follows: Louisiana Municipal Police Employees’ 

Retirement System (“LAMPERS”) v. Medco Health Solutions, Inc., No. 2:11-cv-4211-DMC-MF 

(filed July 22, 2011); Nadoff v. Medco Health Solutions, Inc., No. 2:11-cv-04248-WJM-MF 

(filed July 22, 2011); Puerto Rico Gov’t Emps. & Judiciary Ret. Sys. Admin. v. Medco Health 

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Solutions, Inc., No. 2:11-cv-04259-DMC-MF (filed July 25, 2011); Sollins v. Medco Health 

Solutions Inc., No. 2:11-cv-04307-DMC-MF (filed July 26, 2011); United Food & Commercial 

Workers Local 23 & Emp’rs Pension Fund v. Medco Health Solutions, Inc., No. 2:11-cv-04328 

(D.N.J.) (filed July 27, 2011); Oppenheim Kapitalanlagegesellschaft mbH v. Medco Health 

Solutions, Inc., No. 2:11-CV-04322-DMC-MF (filed July 27, 2011); and Int’l Union of 

Operating Eng’rs Local 132 Pension Fund v. Medco Health Solutions, Inc., No. 2:11-cv-04412-

DMC-MF (filed July 29, 2011) (collectively, the consolidated “Federal Action”); 

 WHEREAS, between July 22, 2011 and August 8, 2011, five actions were filed by 

purported Medco shareholders in the New Jersey Superior Court all alleging, among other things, 

that Medco and its board of directors had breached their fiduciary duties in connection with their 

consideration and approval of the Proposed Transaction, and that Express Scripts had aided and 

abetted those breaches of fiduciary duty. The actions, and their respective filing dates, are as 

follows: Levinson v. Snow, No. C-215-11 (filed July 22, 2011); Kramer v. Snow, No. C-217-11 

(filed July 25, 2011); Snider v. Medco Health Solutions, Inc., No. C-220-11 (filed July 27, 2011); 

Prongay v. Medco Health Solutions, Inc., No. C-232-11 (filed July 28, 2011); and Lasker v. 

Medco Health Solutions, Inc., No. C-246-11 (filed August 8, 2011) (collectively, the 

consolidated “New Jersey State Action”); 

 WHEREAS, on August 2, 2011, Plaintiff U.F.C.W. Local 1776 filed a Motion for Class 

Certification and a Motion for Consolidation of Related Actions and Appointment of Lead 

Plaintiff and Lead Counsel in the Delaware Court of Chancery; 

 WHEREAS, on August 5, 2011, Plaintiff LAMPERS filed an Amended Complaint in the 

Federal Actions; 

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 WHEREAS, on August 8, 2011, Express Scripts filed in the Federal Action a Motion to 

Dismiss the Amended Complaint, a Motion to Stay the Federal Action in Favor of the Delaware 

Actions, and an Opposition to Plaintiff’s Application for Expedited Discovery; 

 WHEREAS, on August 9, 2011, the Delaware Court of Chancery entered an order 

consolidating the Delaware Action as In re Medco Health Solutions, Inc. Shareholders Litigation, 

Consol. C.A. No. 6720-CS; 

 WHEREAS, on August 23, 2011, the Court of Chancery held a hearing on appointment 

of lead plaintiffs, lead counsel, and class certification, and later that day entered an order 

certifying a non-opt out class of all record holders and beneficial owners of common stock of 

Medco together with their successors and assigns, during the period commencing on the date on 

which the board of directors of Medco approved the proposed acquisition of all of Medco’s 

shares by Express Scripts and ending at the effective time of the closing of the proposed 

transaction; and appointed Co-Lead Counsel and Liaison Counsel for the class; 

 WHEREAS, on August 26, 2011, the New Jersey Superior Court granted the Consent 

Order Resolving Motion for Expedited Discovery and Motion to Stay, which stayed the New 

Jersey State Action in favor of the Delaware Action and ordered that plaintiffs in the New Jersey 

State Action would be bound by the rulings and determinations of the Court of Chancery; 

 WHEREAS, on September 19, 2011, the District Court issued an opinion and entered an 

order denying Express Scripts’ Motion to Dismiss and Motion to Stay; 

 WHEREAS, on September 23, 2011, Express Scripts filed a Motion to Stay Pending 

Appeal and for Certification Pursuant to 28 U.S.C. § 1292(b) in the Federal Action; 

 WHEREAS, on October 6, 2011, Aristotle Holding Inc. filed a Preliminary Form S-4 

Registration Statement with the Securities and Exchange Commission; 

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 WHEREAS, on October 11, 2011, the District Court entered an order denying Plaintiffs’ 

application for expedited discovery and ordering the parties to meet with Magistrate Judge Falk 

regarding a discovery schedule; 

 WHEREAS, on October 14, 2011, Express Scripts filed a Motion for Judgment on the 

Pleadings Pursuant to Court of Chancery Rule 12(c), Brief in Support of its Motion for Judgment 

on the Pleadings, and Proposed Order for Briefing Schedule on their Motion for Judgment on the 

Pleadings; 

 WHEREAS, on October 21, 2011, Plaintiffs filed a Motion for Preliminary Injunction in 

the Delaware Action; 

 WHEREAS, on October 24, 2011, Magistrate Judge Falk entered an order regarding 

discovery in the Federal Action; 

 WHEREAS, on October 25, 2011, Express Scripts filed a Motion to Expedite the Ruling 

on its Motion for Certification of Interlocutory Appeal and Stay Pending Appeal, and Plaintiffs’ 

Motion for Class Certification in the Federal Action; 

 WHEREAS, on October 25, 2011, the District Court entered an Order certifying its 

September 19, 2011 opinion and order for interlocutory appeal, and denying Express Scripts’ 

motion to stay pending appeal; 

 WHEREAS, on October 26, 2011, the District Court entered an order denying Express 

Scripts’ motion to expedite the Court’s ruling on the Motion for Class Certification in the 

Federal Action; 

 WHEREAS, on October 27, 2011, the Court of Chancery entered a Stipulated Order of 

Case Management and set forth a schedule for discovery, briefing, and a preliminary injunction 

hearing on December 6, 2011, in the Delaware Action; 

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 WHEREAS, on October 28, 2011, Plaintiffs in the Federal Action filed a Brief in Support 

of Order to Show Cause for Preliminary Injunction; 

 WHEREAS, pursuant to the discovery orders entered by the Court of Chancery and 

Magistrate Judge Falk, respectively, the parties began producing documents on a rolling basis 

beginning on October 28, 2011; 

 WHEREAS, on October 31, 2011, Express Scripts filed with the United States Court of 

Appeals for the Third Circuit its Petition for Permission to Appeal Under 28 U.S.C. § 1292(b), a 

Motion to Stay Proceedings Below Pending Appeal, and a Motion to Expedite the Decision on 

the Petition and Motion to Stay (the “Interlocutory Appeal”); 

 WHEREAS, on November 1, 2011, Plaintiffs in the Federal Action were ordered by the 

Clerk of the United States Court of Appeals for the Third Circuit to file their response to the 

Interlocutory Appeal by no later than 3:00 p.m. on Friday, November 4, 2011; 

 WHEREAS, on November 4, 2011, Plaintiffs in the Federal Action filed their response to 

the Interlocutory Appeal; 

 WHEREAS, on November 7, 2011, Express Scripts filed their reply in support of the 

Interlocutory Appeal; 

 WHEREAS, after arm’s-length negotiations, counsel to the Parties in the Actions have 

reached an agreement concerning the proposed settlement of the Actions. Those extensive 

negotiations and discussions led to the execution of a memorandum of understanding (the 

“MOU”) on November 7, 2011, for an agreement to settle the Actions (the “Settlement”) on the 

terms set forth in Paragraph 1 herein, subject to additional confirmatory discovery on the 

Supplemental Disclosures as defined herein, and approval of the Court; 

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 WHEREAS, on November 8, 2011, the Parties notified the District Court, the Court of 

Chancery, and the United States Court of Appeals for the Third Circuit regarding the MOU and 

of Plaintiffs’ intention to conduct confirmatory discovery relating to the proposed Settlement; 

 WHEREAS, on November 9, 2011, the United States Court of Appeals for the Third 

Circuit granted Express Scripts’ motion requesting that the Court stay its review of Express 

Scripts’ Motion to Stay Pending Appeal pending the Parties’ execution of a stipulation of 

settlement, and stay its review of Express Scripts’ Petition for Permission to Appeal pending 

approval of the settlement. The Third Circuit ordered the Parties to the provide the Court with 

status reports regarding the settlement beginning ten days from the date of the Order, and 

continuing every ten days thereafter; 

WHEREAS, Plaintiffs in each of the Actions represent to have owned at all relevant 

times and continue to own shares of Medco common stock, for which proof of ownership was 

provided to Defendants’ counsel; 

 WHEREAS, following the execution of the MOU, and as contemplated therein, 

Plaintiffs’ Counsel conducted a further investigation of the facts and circumstances underlying 

the claims asserted in the Actions, which included, among other things, reviewing and analyzing 

documents produced by Defendants in response to Plaintiffs’ First Request for the Production of 

Documents to all Defendants served in the respective Actions, and conducting the depositions of 

Ravi Sachdev, Managing Director of Investment Banking at JP Morgan, who served as financial 

advisor to Medco on the Proposed Transaction, on Friday, November 11, 2011, and Richard J. 

Rubino, Senior Vice President, Finance and Chief Financial Officer of Medco, on November 14, 

2011; 

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WHEREAS, on the basis of information available to them, including publicly available 

information, and the additional confirmatory discovery, Plaintiffs’ Counsel has determined that 

the Settlement described herein is fair, reasonable, adequate, and in the best interests of the 

Plaintiffs and the Class (as defined herein); 

 WHEREAS, Howard W. Barker, Jr., John L. Cassis, Michael Goldstein, Charles M. Lillis, 

Myrtle Potter, William L. Roper, David B. Snow, Jr., David D. Stevens, Blenda J. Wilson, 

(collectively, the "Individual Defendants"), Medco, Express Scripts, Aristotle Holding, Inc., 

Aristotle Merger Sub, Inc. and Plato Merger Sub Inc. (with the Individual Defendants, the 

“Defendants”) each has denied, and continues to deny, that he, she, or it committed or aided and 

abetted the commission of any breach of duty or violation of the Securities Exchange Act of 

1934 or any other law, or engaged in any of the wrongful acts alleged in the various Actions, and 

expressly maintains that he, she, or it diligently and scrupulously complied with his, her, or its 

fiduciary and other legal duties, to the extent such duties exist, and is entering into this 

Stipulation solely to eliminate the burden, expense, and uncertainties inherent in further litigation; 

 WHEREAS, in connection with settlement discussions and negotiations leading to this 

proposed Settlement, counsel for the Parties in the Actions have not discussed the 

appropriateness or amount of any application by counsel for the Plaintiffs for an award of 

attorneys’ fees and expenses; 

WHEREAS, the Parties wish to settle and resolve the claims asserted by Plaintiffs and all 

claims relating to or arising out of the Proposed Transaction, and the Parties have, following 

arm’s-length negotiations, reached an agreement as set forth in this Stipulation, providing for the 

settlement of the Actions on the terms and subject to the conditions set forth below, and the 

Parties believe the Settlement is in the best interests of the Parties and the Class. 

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The Parties hereby expressly stipulate and agree that, in consideration of the benefits 

afforded herein, that the Actions shall be compromised, settled, released and dismissed with 

prejudice, upon and subject to the following terms and conditions, and further subject to the 

approval of the Court and pursuant to Federal Rule of Civil Procedure 23(a), 23(b)(1) and (b)(2): 

SETTLEMENT CONSIDERATION

1. In consideration for the full settlement and release of all Settled Claims (as 

defined below) and the dismissal with prejudice of the Actions, the Parties to the Actions have 

agreed to the following terms: 

 (i) On November 7, 2011, Express Scripts and Medco entered into Amendment 

No. 1 to the Merger Agreement (the “Amendment,” attached hereto as Exhibit A), which reduces 

the Termination Fee as defined in the Merger Agreement from $950 million to $650 million in 

all circumstances except as set forth in the Amendment. 

 (ii) The Amendment further reduces the number of applications of Section 

5.4(b)(iii) and (iv) of the Merger Agreement and the proviso set forth at the end of such Section 

5.4(b) from an unlimited number to one for each of Express Scripts and Medco. 

 (iii) Express Scripts and Medco agreed to reschedule the special meetings of their 

respective stockholders to vote on the Proposed Transaction to such date or dates as determined 

by Medco and Express Scripts, but in no event prior to December 21, 2011. 

 (iv) Express Scripts and Medco will include certain additional disclosures 

concerning the Merger Agreement and the Proposed Transaction (the “Supplemental 

Disclosures”, attached hereto as Exhibit B) in the Definitive Joint Proxy/Prospectus filed on 

Form S-4 (the “Definitive Proxy Statement”) to be filed with the Securities and Exchange 

Commission (the “SEC”) and disseminated to Express Scripts and Medco’s stockholders. 

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CLASS CERTIFICATION

2. For settlement purposes only, the Parties agree that the Federal Action shall be 

certified as a non-opt out class pursuant to Federal Rules of Civil Procedure 23(a), 23(b)(1) and 

(b)(2), defined as all record holders and beneficial owners of common stock of Medco Health 

Solutions, Inc. (“Medco”) together with their successors, heirs and assigns, during the period 

commencing July 21, 2011 and ending at the effective time of the closing of the Proposed 

Transaction, or the withdrawal or termination of the Proposed Transaction, as the case may be, 

excluding Defendants (the “Class”). 

3. In the event the Settlement does not become final for any reason, Defendants 

reserve the right to oppose certification of any plaintiff class in future proceedings. 

SUBMISSION AND APPLICATION TO THE COURT

4. As soon as practicable after this Stipulation has been executed the Parties shall 

apply jointly for a scheduling order (the “Scheduling Order”) substantially in the form attached 

hereto as Exhibit C establishing the procedure for: (i) the approval of notice to the Class 

substantially in the form attached hereto as Exhibit D (the “Notice”), and (ii) the Court’s 

consideration of the proposed Settlement, Class certification, and Plaintiffs’ application for 

attorneys’ fees and expenses. 

NOTICE

5. Notice of the proposed Settlement shall be provided by Medco or its successor 

entity at its expense, by mailing a Notice in substantially the form attached hereto as Exhibit D to 

all shareholders of record of Medco, in accordance with the Scheduling Order. Counsel for 

Medco or its successor entity shall, at least ten (10) business days before the Fairness Hearing (as 

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defined below), file with the District Court an appropriate affidavit with respect to the 

preparation and mailing of the Notice. 

FINAL ORDER AND JUDGMENT

6. If the Settlement (including any modification thereto made with the consent of the 

Parties hereto as provided for herein) shall be approved by the Court following a hearing (the 

“Fairness Hearing”) as fair, reasonable, and adequate and in the best interests of the Class, the 

Parties shall jointly request that the Court enter an Order and Final Judgment substantially in the 

form attached hereto as Exhibit E. 

7. The Order and Final Judgment shall, among other things, provide for the full and 

complete dismissal of the Actions with prejudice, and the settlement and release of, and a 

permanent injunction barring any claims, demands, rights, actions, causes of action, liabilities, 

damages, losses, obligations, judgments, duties, suits, costs, expenses, matters and issues known 

or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, 

liquidated or unliquidated, matured or unmatured, accrued or unaccrued, apparent or unapparent, 

that have been, could have been, or in the future can or might be asserted in any court, tribunal or 

proceeding, (including but not limited to any claims arising under federal, state, foreign or 

common law, including the federal securities laws and any state disclosure law), by or on behalf 

of Plaintiffs or any member of the Class in his, her, or its capacity as a Medco stockholder (the 

“Releasing Persons”), whether individual, direct, class, derivative, representative, legal, equitable, 

or any other type or in any other capacity against the Defendants or any of their families, parent 

entities, controlling persons, associates, affiliates or subsidiaries and each and all of their 

respective past or present officers, directors, stockholders, principals, representatives, employees, 

attorneys, financial or investment advisors, consultants, accountants, investment bankers, 

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commercial bankers, entities providing fairness opinions, underwriters, advisors or agents, heirs, 

executors, trustees, general or limited partners or partnerships, limited liability companies, 

members, joint ventures, personal or legal representatives, estates, administrators, predecessors, 

successors and assigns (collectively, the “Released Persons”) which the Releasing Persons ever 

had, now have, or may have had by reason of, arising out of, relating to, or in connection with 

the acts, events, facts, matters, transactions, occurrences, statements, or representations, or any 

other matter whatsoever set forth in or otherwise related, directly or indirectly, to the allegations 

in the Actions, the complaints, the Merger Agreement and any amendments thereto, and other 

transactions contemplated therein, or disclosures made in connection therewith (including the 

adequacy and completeness of such disclosures) (the “Settled Claims”); provided, however, that 

the Settled Claims shall not include any properly perfected claims for appraisal pursuant to 

Section 262 of the Delaware General Corporation Law, or claims to enforce the Settlement.

8. Upon final approval of the Settlement, Defendants shall be deemed to have, and 

by operation of the judgment shall have, fully, finally, and forever released, relinquished, and 

discharged Plaintiffs, their directors, officers, employees and attorneys, and each and all of the 

Class members from all claims (including unknown claims) arising out of, relating to, or in 

connection with, the institution, prosecution, assertion, settlement or resolution of the Actions or 

the Settled Claims. 

CONDITIONS OF SETTLEMENT

9. Defendants deny and continue to deny that they have committed or aided and 

abetted the commission of any unlawful or wrongful acts alleged in the Actions, and expressly 

maintain that they diligently and scrupulously complied with their fiduciary duties and other 

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legal duties. Defendants are entering into the Stipulation solely because the proposed 

Settlement will eliminate the burden and expense of further litigation. 

10. Plaintiffs and Plaintiffs’ Counsel took into consideration the strengths and 

weaknesses of their claims and determined that the terms of the proposed Settlement are fair, 

reasonable and adequate, and in the best interest of the Class (as defined in paragraph 2 herein). 

11. Without admitting any wrongdoing, the Defendants acknowledge that the 

prosecution of the Actions and discussions with counsel for the Plaintiffs were the principal 

cause of the decision to make the aforementioned amendments to the Merger Agreement, 

reschedule the stockholder vote to a date not earlier than December 21, 2011, and include the 

Supplemental Disclosures in the Definitive Proxy Statement. 

12. The Settlement is conditioned upon the fulfillment of each of the following: 

 (i) the dismissal with prejudice of the Actions without the award of any 

damages, costs, fees or the grant of any further relief except for an award of fees and expenses 

the Court may make pursuant to paragraph 17 of this Stipulation; 

 (ii) the entry of a final judgment in the Federal Action certifying the Class as 

defined in paragraph 2, approving the proposed Settlement and providing for the dismissal with 

prejudice of the Federal Action and approving the grant of a release by the Class to the Released 

Parties of the Settled Claims; 

 (iii) the dismissal with prejudice of the Delaware Action pursuant to paragraph 

36 below; 

 (iv) the inclusion in the final judgment of a provision enjoining all members of 

the Class from asserting any of the Settled Claims; and 

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 (v) such final judgment and dismissal of the Federal Action being finally 

affirmed on appeal or such final judgment and dismissal not being subject to appeal (or further 

appeal) by lapse of time or otherwise. 

13. Each of the Defendants shall have the right to withdraw from the Settlement in the 

event that any claims related to the subject matter of the Actions are commenced or prosecuted 

against any of the Released Persons (as defined in paragraph 7 herein) in any court prior to final 

approval of the Settlement and (following a motion by the Defendants) such claims are not 

dismissed with prejudice or stayed in contemplation of dismissal. In the event such claims are 

commenced, Plaintiffs and Defendants agree to cooperate and use their reasonable best efforts to 

secure the dismissal (or a stay in contemplation of dismissal following final approval of the 

Settlement) thereof. 

14. This Stipulation shall be null and void and of no force and effect if the Settlement 

does not obtain Final Approval, as defined in paragraph 16 herein, for any reason. In any such 

event, this Stipulation shall not be deemed to prejudice in any way the respective positions of the 

Parties with respect to the Actions or to entitle any party to the recovery of costs and expenses 

incurred in connection with the intended implementation of the Settlement; provided, however, 

that Medco or its successor shall be responsible for paying the costs of providing the Notice to 

the Class regardless of whether the Settlement is approved. 

15. In the event that the proposed Settlement is rendered null and void for any reason, 

the existence of or the provisions contained in the MOU or in this Stipulation shall not be 

deemed to prejudice in any way the respective positions of Plaintiffs or Defendants with respect 

to the Actions, including the right of Defendants to oppose the certification of the Class in any 

future proceedings; nor shall they be deemed a presumption, a concession, or an admission by 

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Plaintiffs or any of Defendants of any fault, liability, or wrongdoing as to any facts, claims, or 

defenses that have been or might have been alleged or asserted in the Actions, or any other action 

or proceeding or each thereof; nor shall they be interpreted, construed, deemed, invoked, offered, 

or received in evidence or otherwise used by any person in the Actions, or in any other action or 

proceeding. 

FINAL COURT APPROVAL

16. The approval of the Settlement by the Court shall be considered final (“Final 

Approval”) for purposes of this Stipulation upon the later of (i) the expiration of the time for the 

filing or noticing of an appeal or motion for reargument or rehearing from the Court’s Order and 

Final Judgment approving the material terms of the Settlement without such appeal or motion 

having been made; (ii) the date of final affirmance of the Court’s Order and Final Judgment on 

any appeal or reargument or rehearing; or (iii) the final dismissal of any appeal. 

ATTORNEYS’ FEES

17. The Parties have not reached an agreement with respect to attorneys’ fees and 

expenses. In the event the Parties are unable to reach an agreement on attorneys’ fees and 

expenses, Plaintiffs retain the right to apply to the District Court for an award of attorneys’ fees 

and expenses, and Defendants retain the right to oppose the amount of any such application for 

attorneys’ fees and expenses. 

18. Medco or its successor(s) in interest shall pay the costs and expenses related to: (a) 

providing notice of the Settlement to the Class, regardless of whether the Settlement is approved; 

(b) any costs and expenses related to the administration of the Settlement, regardless of whether 

the Settlement is approved; and (c) any attorneys fees and expenses awarded by the District 

Court, which shall be paid within five (5) days of the award notwithstanding the existence of any 

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timely filed objections to the fee and expense award, or potential for appeal, or collateral attack 

on the Settlement or any part thereof; subject to a customary repayment provision in the event 

that the fee and expense award is disapproved, reduced, reversed or otherwise modified, whether 

on appeal, further proceedings on remand, or successful collateral attack. 

19. Any failure of the Court to approve a request for attorneys’ fees and expenses in 

whole or in part shall not affect the Settlement. 

20. No fees or expenses shall be paid to Plaintiffs’ Counsel pursuant to the Settlement 

in the absence of approval by the Court of a complete release of all Released Parties, in the form 

set forth in the proposed Order and Final Judgment annexed as Exhibit E. This paragraph shall 

be immediately binding on the Parties to this Stipulation. 

21. Except as provided above, Defendants shall have no obligation to pay or 

reimburse any fees, expenses, costs or damages alleged or incurred by Plaintiffs, by any 

members of the Class, or by their attorneys, experts, advisors, or representatives with respect to 

the Claims settled herein. Defendants shall have no responsibility or liability with respect to 

any fee and expense allocation among Plaintiffs’ Counsel. 

EFFECT OF RELEASE

22. Plaintiffs acknowledge, and the members of the Class by operation of law shall be 

deemed to have acknowledged, that they may discover facts in addition to or different from those 

now known or believed to be true by them with respect to the Settled Claims, but that it is the 

intention of Plaintiffs, and by operation of law the intention of the members of the Class, to 

completely, fully, finally and forever compromise, settle, release, discharge, extinguish, and 

dismiss any and all Settled Claims, known or unknown, suspected or unsuspected, contingent or 

absolute, accrued or unaccrued, apparent or unapparent, which now exist, or heretofore existed, 

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or may hereafter exist, and without regard to the subsequent discovery of additional or different 

facts. Plaintiffs acknowledge, and the members of the Class by operation of law shall be 

deemed to have acknowledged, that “Unknown Claims” are expressly included in the definition 

of “Settled Claims,” and that such inclusion was expressly bargained for and was a key element 

of the Settlement and was relied upon by each and all of the Released Persons in entering into 

this Stipulation. “Unknown Claims” means any claim that Plaintiffs or any member of the 

Class does not know or suspect exists in his, her or its favor at the time of the release of the 

Settled Claims as against the Released Parties, including without limitation those which, if 

known, might have affected the decision to enter into the Settlement. With respect to any of the 

Settled Claims, the Parties stipulate and agree that upon Final Approval of the Settlement, 

Plaintiffs shall expressly and each member of the Class shall be deemed to have, and by 

operation of the final order and judgment by the Court shall have, expressly waived, relinquished 

and released any and all provisions, rights and benefits conferred by or under Cal. Civ. Code § 

1542 or any law of the United States or any state of the United States or territory of the United 

States, or principle of common law, which is similar, comparable or equivalent to Cal. Civ. Code 

§ 1542, which provides: 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE 

CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR 

HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH 

IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED 

HIS OR HER SETTLEMENT WITH THE DEBTOR. 

Plaintiffs acknowledge, and the members of the Class shall be deemed by operation of the entry 

of a final order and judgment approving the Settlement to have acknowledged, that the foregoing 

waiver was separately bargained for, is an integral element of the Settlement, and was relied 

upon by each and all of the Defendants in entering into the Settlement. 

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BEST EFFORTS

23. Plaintiffs, Defendants, and their attorneys agree to cooperate fully with one 

another in seeking the Court’s approval of this Stipulation and the Settlement, and to use their 

best efforts to effect, take, or cause to be taken all actions, and to do, or cause to be done, all 

things reasonably necessary, proper, or advisable under applicable laws, regulations, and 

agreements to consummate and make effective, as promptly as practicable, this Stipulation and 

the Settlement provided for hereunder (including, but not limited to, using their best efforts to 

resolve any objections raised to the Settlement) and the dismissal of the Actions with prejudice 

and without costs, fees or expenses to any party (except as provided for by paragraph 17 herein). 

24. Without further order of the Court, Plaintiffs and Defendants may agree to 

reasonable extensions of time not expressly set forth by the Court in order to carry out any 

provisions of this Stipulation. 

STAY OF PROCEEDINGS

25. Pending Final Approval of the Settlement by the Court, Plaintiffs and Lead 

Counsel agree to stay the Actions and not to initiate any and all other proceedings other than the 

Actions. 

26. The Parties will request the Court to order (in the Scheduling Order) that, pending 

final determination of whether the Settlement should be approved, Plaintiffs in the Actions and 

all members of the Class, and any of them are barred and enjoined from commencing, 

prosecuting, instigating or in any way participating in the commencement or prosecution of any 

action asserting any Settled Claims, either directly, representatively, derivatively, or in any other 

capacity, against Defendants or any of the Released Parties. 

STIPULATION NOT AN ADMISSION

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27. The provisions contained in this Stipulation shall not be deemed a presumption, 

concession, or an admission by any of Defendants in the Actions of any fault, liability, or 

wrongdoing as to any facts or claims alleged or asserted in the Actions, or any other actions or 

proceedings, and shall not be interpreted, construed, deemed, invoked, offered, or received in 

evidence or otherwise used by any person in the Actions, or in any other action or proceeding, 

whether civil, criminal, or administrative, except for any litigation or judicial proceeding arising 

out of or relating to this Stipulation or the Settlement. 

COVENANT NOT TO SUE

28. Upon final approval of the Settlement, each member of the Class covenants not to 

sue, and each member of the Class shall be barred from suing, any Defendant or any other 

Released Person for any Settled Claim. 

MISTAKE

29. In entering into this Settlement, the Parties assume the risk of any mistake of fact 

or law if any Party should later discover that any fact they relied upon in entering into this 

Settlement is not true, or that their understanding of the facts or law was incorrect, and in such 

event no Party shall be entitled to seek rescission of this Settlement, or otherwise attack the 

validity of the Settlement, based on any such mistake. This Settlement is intended to be final 

and binding upon the Parties regardless of any mistake of fact or law. 

ENTIRE AGREEMENT; AMENDMENTS

30. This Stipulation constitutes the entire agreement among the Parties with respect to 

the subject matter hereof, and may be modified or amended only by a writing signed by the 

signatories hereto. 

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COUNTERPARTS

31. This Stipulation may be executed in multiple counterparts by any of the 

signatories hereto, including by facsimile, and as so executed shall constitute one agreement. 

GOVERNING LAW

32. The Stipulation and the Settlement contemplated by it shall be governed by, and 

construed in accordance with, the laws of the state of Delaware, without regard to conflict of 

laws principles, or the forum in which any dispute arising from this Stipulation and the 

Settlement is pending. 

SUCCESSORS AND ASSIGNS

33. This Stipulation, and all rights and powers granted hereby, shall be binding upon 

and inure to the benefit of the Parties and their respective agents, executors, heirs, successors, 

affiliates and assigns. 

REPRESENTATION AND WARRANTY

34. Each plaintiff and his counsel represent and warrant that (i) the plaintiff is a 

Medco stockholder and has been a Medco stockholder at all relevant times and continued to hold 

their stock in Medco as of the date this Stipulation was signed, and (ii) none of the plaintiff’s 

claims or causes of action referred to in any of the Complaints or this Stipulation, or any claims 

the plaintiff could have alleged, have been assigned, encumbered, or in any manner transferred in 

whole or in part. 

AUTHORITY

35. The undersigned attorneys represent and warrant that they have the authority from 

their client(s) to enter into this Stipulation and bind their client(s) thereto. 

THE DELAWARE ACTION

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21 

36. Within five (5) days of Final Approval of the Settlement, the Parties to the 

Delaware Action shall submit to the Court of Chancery for approval a request to dismiss the 

Delaware Action with prejudice. 

DATED: November 25, 2011 

/s/ Christine S. Azar 

Christine S. Azar 

LABATON SUCHAROW LLP 

300 Delaware Avenue 

Suite 1225 

Wilmington, DE 19801 

Tel: (302) 573-2530 

Fax: (302) 573-2529 

OF COUNSEL: 

Samuel H. Rudman 

Mark S. Reich 

ROBBINS GELLER RUDMAN & 

 DOWD LLP 

58 South Service Road, Suite 200 

Melville, NY 11747 

(631) 367-7100 

Randall J. Baron 

ROBBINS GELLER RUDMAN & 

 DOWD LLP 

655 West Broadway, Suite 1900 

San Diego, CA 92101-3301 

(619) 231-1058 

Plaintiffs Co-Lead Counsel in the Delaware 

Action 

/s/ Joel Friedlander 

Joel Friedlander (ID No. 3163) 

BOUCHARD MARGULES & 

FRIEDLANDER, P.C. 

222 Delaware Avenue, Suite 400 

Wilmington, Delaware 19801 

Tel: (302) 573-3500 

Fax: (302) 573-3501 

/s/ Edward P. Welch 

Edward P. Welch 

Edward B. Micheletti 

Joseph O. Larkin 

SKADDEN, ARPS, SLATE, 

 MEAGHER & FLOM LLP 

One Rodney Square 

P.O. Box 636 

Wilmington, Delaware 19899-0636 

Tel.: (302) 651-3000 

Fax: (302) 651-3001 

/s/ Andrew Muscato 

Robert J. Del Tufo 

Andrew Muscato 

SKADDEN, ARPS, SLATE, 

 MEAGHER & FLOM LLP 

4 Times Square 

New York, NY 10036 

Tel: (212) 735-3000 

Fax: (212) 735-2000 

Robert.DelTufo@skadden.com 

Andrew.Muscato@skadden.com 

/s/ Joseph P. LaSala 

Joseph P. LaSala 

MCELROY, DEUTSCH, MULVANEY & 

CARPENTER, LLP 

1300 Mount Kemble Avenue 

P.O. Box 2075 

Morristown, NJ 07962-2075 

Tel.: (973) 993-8100 

Fax: (973) 425-0161 

Jlasala@mdmc-law.com 

Attorneys for Defendants Express Scripts, Inc., 

Aristotle Holding, Inc., Aristotle Merger Sub, 

Inc. and Plato Merger Sub, Inc. 

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Plaintiffs’ Liaison Counsel in the Delaware 

Action 

/s/ James E. Cecchi 

James E. Cecchi 

Lindsey Taylor 

Donald A. Ecklund 

CARELLA, BYRNE, CECCHI, OLSTEIN, 

BRODY & AGNELLO 

5 Becker Farm Road 

Roseland, New Jersey 07068 

Tel: (973) 994-1700 

OF COUNSEL: 

Gerald Silk 

Mark Lebovitch 

Brett M. Middleton 

Jeremy Friedman 

BERNSTEIN LITOWITZ BERGER & 

GROSSMAN LLP 

1285 Avenue of the Americas 

New York, NY 10019 

Tel: (212) 554-1400 

Jay W. Eisenhofer 

Michael J. Barry 

Caitlin Moyna 

GRANT & EISENHOFER P.A. 

1201 N. Market Street 

Wilmington, Delaware 19801 

(302) 622-7000 

Attorneys for Plaintiffs in the District Court 

Action 

/s/ Jon E. Abramczyk 

Jon E. Abramczyk (ID No. 2432) 

D. McKinley Measley (ID No. 5108)

MORRIS, NICHOLS, ARSHT & TUNNELL, 

LLP 

1201 N. Market Street 

P.O. Box 1347 

Wilmington, Delaware 19899-1347 

Tel: (302) 658-9200 

Fax: (302) 658-3989 

/s/ Kevin H. Marino 

Kevin H. Marino 

John D. Tortorella 

MARINO, TORTORELLA & BOYLE, 

P.C. 

437 Southern Boulevard 

Chatham, NJ 07928-1488 

Tel: (973) 824-9300 

Fax: (973) 824-8425 

kmarino@khmarino.com 

OF COUNSEL: 

John L. Hardiman 

SULLIVAN & CROMWELL LLP 

125 Broad Street 

New York, NY 10004 

Tel: (212) 558-4000 

Fax: (212) 558-3588 

hardimanj@sullcrom.com 

Attorneys for Defendants Medco Health 

Solutions, Inc., David B. Snow, Jr., 

Michael Goldstein, Howard W. Barker, 

Jr., John L. Cassis, Charles M. Lillis, 

Myrtle Potter, William L. Roper, David 

D. Stevens, and Blenda J. Wilson 

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