TO THE CLAIMS ADMINISTRATOR.
(B)
"CLAIMS ADMINISTRATOR" MEANS THE FIRM OF COMPLETE CLAIM SOLUTIONS,
LLC, WHICH SHALL ADMINISTER THE SETTLEMENT.
(C)
"CLASS" MEANS, FOR THE PURPOSES OF THIS SETTLEMENT ONLY, ALL
PERSONS AND ENTITIES WHO PURCHASED THE COMMON STOCK OF BIOVAIL ON THE NEW YORK
STOCK EXCHANGE OR OTHER U.S. STOCK EXCHANGES OR THE TORONTO STOCK EXCHANGE OR
OTHER CANADIAN STOCK EXCHANGES DURING THE PERIOD FROM FEBRUARY 7, 2003, THROUGH
AND INCLUDING MARCH 2, 2004.
EXCLUDED FROM THE CLASS ARE BIOVAIL, ITS
SUBSIDIARIES, AFFILIATES, PREDECESSOR AND SUCCESSOR ENTITIES; ERNST & YOUNG LLP
[U.S. AND CANADA] AND ANY OF THEIR AFFILIATES, SUBSIDIARIES, AND PREDECESSOR AND
SUCCESSOR ENTITIES; ERNST & YOUNG LLP [U.S. AND CANADA] PARTNERS AND PARTNERS OF
ANY OF THEIR AFFILIATES, SUBSIDIARIES, AND PREDECESSOR AND SUCCESSOR ENTITIES;
INDIVIDUAL DEFENDANTS EUGENE N. MELNYK, BRIAN H. CROMBIE, JOHN R. MISZUK,
KENNETH HOWLING, AND ROLF REININGHAUS; MEMBERS OF THEIR IMMEDIATE FAMILIES; ANY
ENTITY IN WHICH ANY DEFENDANT HAS A CONTROLLING INTEREST; ANY PERSON WHO WAS AN
OFFICER OR DIRECTOR OF BIOVAIL DURING THE CLASS PERIOD; AND THE LEGAL
REPRESENTATIVES, HEIRS, SUCCESSORS OR ASSIGNS OF ANY OF THE FOREGOING EXCLUDED
PERSONS OR ENTITIES.
ALSO EXCLUDED FROM THE CLASS ARE ANY PUTATIVE
CLASS MEMBERS WHO EXCLUDE THEMSELVES BY FILING A REQUEST FOR EXCLUSION IN
ACCORDANCE WITH THE REQUIREMENTS SET FORTH IN THE NOTICE.
"CLASS MEMBER" MEANS
A MEMBER OF THE CLASS.
(D)
"CLASS PERIOD" MEANS, FOR THE PURPOSES OF THIS SETTLEMENT ONLY,
THE PERIOD BETWEEN AND INCLUDING FEBRUARY 7, 2003, AND MARCH 2, 2004.
(E)
"COMMUNICATIONS" MEANS COMMUNICATIONS MADE BY BIOVAIL, AND THE
INDIVIDUAL DEFENDANTS (AS DEFINED BELOW) IN THEIR CAPACITIES AS OFFICERS AND/OR
EMPLOYEES AND/OR DIRECTORS OF BIOVAIL, IN COMMUNICATING FINANCIAL AND BUSINESS
INFORMATION TO SHAREHOLDERS AND THE GENERAL PUBLIC IN THE ORDINARY COURSE OF
BIOVAIL'S BUSINESS.
(F)
"COURT" MEANS THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK.
(G)
"DEFENDANTS" MEANS BIOVAIL AND THE INDIVIDUAL DEFENDANTS.
(H)
"DEFENDANTS' COUNSEL" MEANS THE LAW FIRMS OF HOWREY LLP AND
CURTIS, MALLET-PREVOST, COLT & MOSLE LLP FOR DEFENDANT BIOVAIL AND FOR THE
INDIVIDUAL DEFENDANTS.
(I)
"EFFECTIVE DATE" MEANS THE DATE UPON WHICH THE SETTLEMENT
CONTEMPLATED BY THIS STIPULATION SHALL BECOME EFFECTIVE, AS SET FORTH IN ¶ 23
BELOW.
(J)
"ESCROW ACCOUNT" MEANS ONE OR MORE INTEREST-BEARING ACCOUNTS
CREATED, ESTABLISHED, DESIGNATED, CONTROLLED AND MAINTAINED BY BERNSTEIN
LITOWITZ BERGER & GROSSMANN LLP, ACTING AS AGENT FOR THE CLASS, WHEREIN THE
SETTLEMENT AMOUNT (AS SPECIFIED IN ¶ 4 HEREIN) SHALL BE DEPOSITED BY OR AT ITS
DIRECTION ON BEHALF OF THE CLASS AND HELD IN ESCROW.
(K)
"ESCROW AGENT" MEANS VALLEY NATIONAL BANK, OR SUCH OTHER FINANCIAL
INSTITUTION(S) AS PLAINTIFFS' CO-LEAD COUNSEL SHALL SELECT, WHICH SHALL BE
RESPONSIBLE FOR OVERSEEING, SAFEGUARDING AND DISTRIBUTING THE ESCROW ACCOUNT,
ACTING AS AGENT FOR THE CLASS.
(L)
"FINAL," WITH RESPECT TO THE JUDGMENT (AS DEFINED HEREIN), MEANS:
(I) 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
SUBSTANTIALLY IN THE FORM OF EXHIBIT