Full Press Release Details
UNITED STATES DISTRICT COURT
DISTRICT OF MARYLAND
| IN RE EMERGENT BIOSOLUTIONS INC., STOCKHOLDER DERIVATIVE LITIGATION | Master Case No. 8 21-cv-01595-DLB (Consolidated with No. 8 21-cv-02079-DLB) |
| This Documents Relates To ALL ACTIONS. |
STIPULATION AND AGREEMENT OF SETTLEMENT
This Stipulation and Agreement of Settlement (the "Stipulation") is made and entered into by and among the following Settling Parties1 and through their respective counsel of record
(i) Lincolnshire Police Pension Fund and Pooja Sayal ("Federal Demand Futility Plaintiffs"), plaintiffs in the stockholder derivative action captioned, In re Emergent BioSolutions Inc. Stockholder Derivative Litigation, Master Case No. 8 21-cv-01595-DLB, pending in the U.S. District Court for the District of Maryland (the "Federal Demand Futility Action") (ii) North Collier Fire Control and Rescue District Firefighter Pension Plan, Chang Kyum Kim, and Mark Nevins (the "Delaware Demand Futility Plaintiffs"), plaintiffs in the stockholder derivative action captioned, In re Emergent BioSolutions Inc. Derivative Litigation, Case No. 2021-0974-MTZ, pending in the Delaware Court of Chancery (the "Delaware Demand Futility Action")
(iii) Zachary Elton, Jeffery Reynolds, and Eric White (the "Maryland Demand Futility Plaintiffs"), plaintiffs in the stockholder derivative action captioned, Elton v. Kramer, et al, Case No. C-15-CV-21-000496, pending in the Circuit Court of Maryland for Montgomery County (the "Maryland Demand Futility Action") (iv) Richard J. Levine and Christopher Seaver (the "Federal Demand Refused Plaintiffs"), plaintiffs in the stockholder derivative action captioned, In Re Eme
1 All capitalized terms not otherwise defined are defined in Section V.1., below.
rgent BioSolutions Inc. Demand Refused Stockholder Derivative Litigation, Master File No. 8 23-cv-02969-DLB, pending in the U.S. District Court for the District of Maryland (the "Federal Demand Refused Action") (v) Christopher Andrews (the "Delaware Demand Refused Plaintiff"), plaintiff in the stockholder derivative action captioned, Andrews v. Kramer, C.A. No. 2024-0925-MTZ, pending in the Delaware Court of Chancery (the "Delaware Demand Refused Action")
(vi) individual defendants Robert G. Kramer Sr., Fuad El-Hibri, Richard S. Lindahl, Ronald B. Richard, Zsolt Harsanyi, Louis W. Sullivan, George A. Joulwan, Jerome M. Hauer, Kathryn C. Zoon, Marvin White, Syed T. Husain, Seamus Mulligan, Adam Havey, Sean Kirk, Atul Saran, and Sue Bailey (the "Individual Defendants") and (vii) nominal defendant Emergent BioSolutions Inc. ("Emergent" or the "Company") (collectively with the Individual Defendants, the "Defendants"). The Stipulation is intended by the Settling Parties to fully, finally, and forever resolve, discharge, and settle the Released Claims, subject to the terms and conditions set forth herein.
I.FACTUAL BACKGROUND AND RELEVANT PROCEEDINGS
A.Plaintiffs' Allegations
Emergent is a Delaware corporation with principal executive offices located in Gaithersburg, Maryland. Its stock trades on the New York Stock Exchange. Emergent provides preparedness and response solutions to critical public health threats. A significant portion of its revenues were derived from government contracts.
In 2012, Emergent entered a $163 million contract with the Biomedical Advanced Research and Development Authority ("BARDA") that designated the Company's Bayview, Maryland facility ("Bayview") as a Center for Innovation in Advanced Development and Manufacturing ("CIADM"), and supplied funds for Emergent to prepare Bayview to
manufacture vaccines in the event of a pandemic or bioterrorist attack. In spring and summer 2020, Emergent leveraged Bayview's CIADM designation to secure contracts to manufacture Johnson Johnson ("J J") and AstraZeneca COVID-19 vaccine bulk drug substance as part of the U.S. Government's "Operation Warp Speed" efforts to accelerate vaccine development, manufacture, and distribution. The contracts afforded Emergent the opportunity to earn more than $600 million dollars in new revenue.
Plaintiffs allege that the Individual Defendants breached fiduciary duties of care and loyalty to Emergent and its stockholders by failing to ensure that Bayview complied with applicable regulatory standards and was prepared to produce safe and effective vaccines in the volumes necessary to fulfill its contractual obligations. Plaintiffs allege, inter alia, that the Individual Defendants failed to establish an effective system for monitoring Company operations and disregarded red flag warnings, including internal audit results and U.S. Food and Drug Administration ("FDA") inspection reports documenting Bayview's repeated failure to employ effective manufacturing oversight and quality controls and adhere to current good manufacturing practices ("cGMP"). Plaintiffs allege that FDA inspections of Bayview and other Emergent facilities repeatedly had uncovered inadequate quality controls, improper handling of raw materials, failure to follow proper manufacturing and documentation procedures, insufficient staff training, deficient facilities hygiene, and other violations of cGMP.
Plaintiffs allege that the Individual Defendants' failure to address Bayview's deficiencies resulted in repeated contamination incidents that required the destruction of vaccine drug substance that could otherwise have been used to produce hundreds of millions of doses of COVID-19 vaccine. Plaintiffs allege that following the contamination incidents, the FDA
ordered the discontinuation of COVID-19 vaccine manufacturing at Bayview. Plaintiffs allege that BARDA later terminated Emergent's CIADM agreement.
As a result, Plaintiffs allege that Emergent lost hundreds of millions of dollars in contract revenue and related out-of-pocket costs. Plaintiffs allege that the Company became embroiled in costly litigation with stockholders who pursued class action claims for securities fraud in In re Emergent BioSolutions Inc. Securities Litigation, 8 21-cv-00955-DLB (D. Md.) (filed April 19, 2021) (the "Securities Action").
B.The Federal Demand Futility Action
On June 29, 2021, plaintiff Lincolnshire Police Pension Fund filed its verified stockholder derivative complaint against certain current and former directors and officers of Emergent in the U.S. District Court for the District of Maryland (the "Court") (Lincolnshire Police Pension Fund v. Kramer, et al., Case No. 8 21-cv-01595-DKC (D. Md.)). Service was waived and the action was deemed in issue as of July 2021.
On August 16, 2021, plaintiff Pooja Sayal filed a verified stockholder derivative complaint alleging similar claims against the same defendants and seeking similar relief (Sayal v. Kramer Sr., et al., Case No. 8 21-cv-02079-TDC (D. Md.)).
Following consultation among counsel, on August 31, 2021, those parties filed a stipulation seeking an order consolidating the pending derivative actions into the Federal Demand Futility Action, appointing a leadership structure for Federal Demand Futility Plaintiffs, and setting a schedule for the filing or designation of a consolidated complaint and schedule. (ECF No. 22). On November 16, 2021, the Court entered an order consolidating the actions under the caption, In re Emergent BioSolutions Inc. Stockholder Derivative Litigation, Master File No. 8 21-cv-01595-DLB (D. Md.), appointing Robbins LLP as Lead Counsel and Tydings
Rosenberg LLP as Liaison Counsel for Federal Demand Futility Plaintiffs, and adopting the parties' proposed schedule. (ECF No. 23).
On January 3, 2022, Federal Demand Futility Plaintiffs filed a notice designating plaintiff Lincolnshire Police Pension Fund's complaint as the operative complaint for the consolidated actions. (ECF No. 24).
On April 8, 2022, the parties submitted a stipulation and proposed order to stay the Federal Demand Futility Action through the close of fact discovery in the Securities Action, subject to Federal Demand Futility Plaintiffs' right to file an amended consolidated complaint during the pendency of the stay and to Emergent's obligations to (i) produce copies of all documents produced in any related derivative matter, all documents and written discovery responses and agreements produced by defendants and all deposition transcripts generated in the Securities Action, subject to execution of a non-disclosure agreement or entry of a confidentiality protective order and (ii) engage in mediation with Federal Demand Futility Plaintiffs concurrently with any mediation in the Securities Action and or any related derivative action. (ECF No. 29). The Court entered the stipulated order on April 13, 2022. (ECF No. 31).
On May 1, 2023, the Court granted the parties' joint motion to enter a confidentiality protective order, facilitating the production of confidential discovery materials produced in discovery in the related Securities Action and any related derivative actions. (ECF Nos. 43, 44).
C.The Delaware Demand Futility Action
On September 15, 2021, and September 16, 2021, respectively, plaintiffs Chang Kyum Kim ("Kim") and Mark Nevins ("Nevins") filed Verified Stockholder Derivative Complaints in the Delaware Court of Chancery against certain current and former directors and officers of Emergent for breach of fiduciary duty, insider trading, and unjust enrichment (Kim v. Kramer, et
al., C.A. 2021-0792-MTZ (Del. Ch.), and Nevins v. El-Hibri, et al., C.A. 2021-0799-MTZ (Del. Ch.)).
After issuing inspection demands pursuant to 8 Del. C. 220 ("Section 220"), on November 12, 2021, plaintiffs Employees' Retirement System of the State of Rhode Island, North Collier Fire Control and Rescue District Firefighter Pension Plan, and Pembroke Pines Firefighters Police Officers Pension Fund filed a derivative suit against certain current and former directors and officers of Emergent asserting similar claims (the "Delaware Complaint").
On February 2, 2022, Vice Chancellor Zurn consolidated the above actions under the caption, In re Emergent Biosolutions Inc. Derivative Litigation, Case No. 2021-0974-MTZ (Del. Ch.), designated the Delaware Complaint as the operative complaint, and appointed Berman Tabacco, Saxena White P.A., Lieff Cabraser Heimann Bernstein LLP, and Bernstein Litowitz Berger Grossmann LLP, co-lead counsel, with Glancy Prongay Murray LLP, Levi Korsinsky, LLP, Cooch and Taylor, P.A., and Bielli Klauder, LLC as additional counsel.
On March 29, 2022, Vice Chancellor Zurn granted nominal defendant Emergent's motion to stay the Delaware Action, pending resolution of the Securities Action.
On December 21, 2023, Vice Chancellor Zurn modified the terms of the stay, at the request of the parties, to require the Defendants to provide all documents produced in the Securities Action to the Delaware Demand Futility Plaintiffs and to include them in any mediation of the Securities Action or related derivative actions.
D.The Maryland Demand Futility Action
On April 28, 2021, plaintiff Zachary Elton ("Elton") served a demand for the inspection of the Company's books and records pursuant to Section 220 relating to matters alleged in the Federal and Delaware Demand Futility Actions. On May 14, 2021, Elton initiated an action in the Delaware Court of Chancery to enforce the demand (Elton v. Emergent BioSolutions, Inc.,
C.A. No. 2021-0426 (Del. Ch.)). Thereafter, Emergent produced responsive documents to Elton on a rolling basis.
On October 18, 2021, plaintiff Jeffery Reynolds ("Reynolds") served a demand for the inspection of the Company's books and records pursuant to Section 220 relating to similar matters. Reynolds and the Company subsequently entered into a Confidentiality and Non-Disclosure Agreement to facilitate the production of certain non-public responsive documents. Thereafter, the Company produced responsive documents, and, on November 10, 2021, certified that its production was complete.
On December 6, 2021, Elton filed a verified stockholder derivative complaint in the Circuit Court of Maryland for Montgomery County alleging claims similar to those asserted in the Federal and Delaware Demand Futility Actions, and asserting standing based upon allegations of demand futility (Elton v. Kramer, et al, Case No. C-15-CV-21-000496 (Md. Cir. Ct.-Montgomery Cnty.) (the "Elton Action")). The Elton Action was assigned to the Circuit Court's Civil Business and Technology Track on January 10, 2022.
On December 22, 2021, plaintiff Eric White ("White") filed a verified stockholder derivative complaint in the same court predicated on similar allegations (White v. Kramer, et al, Case No. C-15-cv-21-000573 (Md. Cir. Ct.-Montgomery Cnty.) (the "White Action")).
On January 18, 2022, Reynolds filed a verified stockholder derivative complaint predicated on similar allegations (Reynolds v. Kramer, et al, Case No. C-15-cv-22-000215 (Md. Cir. Ct.-Montgomery Cnty.) (the "Reynolds Action")).
On February 22, 2022, the Court entered an order consolidating the Elton, White, and Reynolds Actions into Case No. C-15-21-CV-000496, and appointing Rigrodsky Law P.A., The
Rosen Law Firm, P.A., and Johnson Fistel, LLP co-lead counsel and Goldman Minton, P.C. as liaison counsel for plaintiffs in the Maryland Demand Futility Action.
On March 9, 2022, the parties filed a joint stipulation to enter an order staying proceedings in the Maryland Demand Futility Action until thirty calendar days after a ruling on the securities defendants' motion(s) to dismiss the Securities Action, subject to Emergent's agreement to produce discovery requests, documents produced, responses to written discovery, and transcripts of depositions taken in the Securities Action, and documents produced in the Federal and Delaware Demand Futility Actions. The court entered an order pursuant to the stipulation on March 14, 2022.
On May 13, 2023, the court, sua sponte, extended the stay until further order of the court.
Following the entry of an order granting in part and denying in part the Securities Defendants' motion to dismiss the Securities Action, on November 6, 2023, the court granted the parties' joint stipulation to continue the stay of proceedings until the close of fact discovery in the Securities Action. On February 5, 2024, the court entered an order extending the stay pending further order.
In December 2023, plaintiffs in the Maryland Demand Futility Action began coordinating with counsel for plaintiffs in the Federal and Delaware Demand Futility Actions on document review and settlement efforts.
On February 6, 2024, the court entered the parties' Stipulation and Order for the Production and Exchange of Confidential Information facilitating the production and coordinated review of discovery materials with Plaintiffs' counsel in the related derivative actions.
E.The Demand Refused Actions
On October 27, 2021, plaintiff Richard J. Levine, as Trustee of the Levine Berenson Trust ("Levine") served an inspection demand on the Company pursuant to Section 220. On July
20, 2022, Levine served a pre-suit litigation demand on the Company's Board of Directors (the "Board"), incorporating Section 220 documents. On October 4, 2023, Levine sent a follow-up letter to the Board. On November 1, 2023, Levine filed a stockholder derivative complaint in the U.S. District Court for the District of Maryland, Case No. 8 23-cv-02969-DLB (the "Levine Action") alleging facts and claims similar to those alleged in the Federal, Delaware, and Maryland Demand Futility Actions, while asserting derivative standing based upon allegations that the Board had wrongfully refused Levine's litigation demand.
On January 6, 2022, plaintiff Christopher Seaver ("Seaver") served a pre-suit litigation demand on the Board. After receiving correspondence in November 2023 indicating that the Board would defer consideration of the demand, on December 23, 2023, Seaver filed a similar action in the U.S. District Court for the District of Maryland (the "Seaver Action"), alleging that the Board had wrongfully refused Seaver's litigation demand.
On January 9, 2024, the Court entered an order consolidating the Levine and Seaver Actions into the Federal Demand Refused Action, appointing Schubert Jonckheer Kolbe LLP and The Weiser Law Firm, P.C. as co-lead counsel and The Kaplan Law Firm as liaison counsel, and staying the Federal Demand Refused Action pending the close of fact discovery in the Securities Action.
On March 28, 2024, plaintiff Christopher Andrews filed the Delaware Demand Refused Action in the Delaware Court of Chancery alleging that the Board had wrongfully refused Andrews' litigation demand. On April 11, 2024, the Delaware Demand Refused Action was stayed through entry of a final, non-appealable judgment in the Securities Action.
F.Coordinated Efforts in the Demand Futility Actions
Following the September 1, 2023, partial denial of the defendants' Motion to Dismiss, answers were filed and discovery commenced in the Securities Action. Emergent thereafter
began to provide documents produced in discovery in the Securities Action to counsel for plaintiffs in the pending demand futility actions. The same documents were produced to the Federal Demand Refused Plaintiffs.
Following consultations among counsel, in late 2023, plaintiffs in the Federal, Delaware, and Maryland Demand Futility Actions (the "Coordinating Plaintiffs") commenced coordinated derivative litigation and settlement efforts, pursuant to limited joint prosecution and confidentiality agreements.
The Coordinating Plaintiffs jointly reviewed and analyzed documents in support of an omnibus amended stockholder derivative complaint to be filed in each consolidated action alleging demand futility.
The Coordinating Plaintiffs each supplied teams of document reviewers who used a joint search engine and database to organize the document review and analysis process, and to share their findings and ideas about how to refine and expedite the process. Following an initial cull, the review teams allocated sets of prioritized documents organized around particular subject matters, key witnesses, defendants, and subject matters for further analysis and incorporation into the omnibus complaint. Drafting teams were selected and assigned sections of the complaint. Supervisory teams of more senior lawyers structured the complaint, incorporated the draft components, and substantially revised the final substantive draft, which counsel in each of the consolidated demand futility actions adapted for filing in their respective actions.
Coordinating Plaintiffs reviewed over 400,000 pages of documents produced by Emergent and prepared a comprehensive amended complaint informed by, inter alia (i) documents obtained from Emergent pursuant to Section 220 demands, including internal board and senior management-level materials (ii) documents produced in discovery in the Securities
(iii) documents, including inspection reports, letters, and other communications obtained through Freedom of Information Act ("FOIA") requests made to the FDA (iv) materials published in connection with the investigation conducted by the Select Subcommittee on the Coronavirus Crisis and the Committee on Oversight and Reform into Emergent BioSolutions, Inc. (v) the House Committees' May 2022 report titled, "The Coronavirus Vaccine Manufacturing Failures of Emergent Biosolutions" and the related press release titled, "Committees' Report on Emergent Biosolutions Uncovers Extensive Vaccine Manufacturing Failures, Deliberate Efforts to Hide Deficiencies " (vi) BARDA's risk analyses and inspection reports concerning the Bayview facility (vii) AstraZeneca and J J manufacturing services agreements and inspection and audit reports (viii) Emergent's press releases and recorded or transcribed statements published in connection with quarterly earnings releases, year-end results, annual stockholder meetings, and other meetings and communications with investors and analysts (iv) Emergent's regulatory filings, including filings with the U.S. Securities and Exchange Commission ("SEC") (x) news and business media reports about Emergent and its Bayview manufacturing facility and
(xi) dozens of investment and securities analysts' reports and advisories regarding Emergent and its vaccine manufacturing partners.
G.Settlement Negotiations
In late 2023, the Settling Parties agreed to participate in a global mediation facilitated by highly regarded JAMS mediator, Jed Melnick, Esq. (the "Mediator"). Coordinating Plaintiffs transmitted their settlement demand to Defendants and to the Mediator on February 1, 2024.
On February 7, 2024, the Coordinating Plaintiffs transmitted a comprehensive mediation statement detailing the legal and factual basis for their claims and damages estimates, supported
by evidence gleaned from the substantial public and non-public record. The Federal Demand Refused Plaintiffs also submitted a comprehensive mediation statement and settlement demand.
On February 14, 2024, certain of the Settling Parties engaged in an all-day mediation session facilitated by the Mediator. Plaintiffs' Counsel, Emergent's Counsel, the Individual Defendants' Counsel, and the insurers attended the mediation. The Mediator thereafter conducted numerous joint and separate sessions with counsel for the parties and representatives of the insurers.
The parties were unable to reach agreement on a settlement framework at the initial mediation session but agreed to continue to monitor developments in the related matters and to evaluate settlement alternatives.
Over the course of several months, under the auspices of the Mediator, the parties continued to pursue a negotiated resolution to the litigation. The Coordinating Plaintiffs continued to prepare their omnibus complaint and to review and analyze additional documents as they were made available by Defendants.
In July 2024, certain of the Settling Parties engaged again in a second round of substantive mediation discussions regarding alternative settlement frameworks leading to a second formal mediation session facilitated by the Mediator via teleconference on July 24, 2024.
Discussions continued thereafter, and in early August 2024, the Settling Parties reached an agreement in principle on monetary settlement consideration, subject to confirmation of certain material facts and to successful resolution of negotiations regarding corporate governance reforms designed to address the alleged oversight lapses alleged in the derivative proceedings.
In October 2024, the negotiations culminated in an agreement in principle on the material substantive settlement terms after which the Settling Parties negotiated a Term Sheet reflecting
the substantive consideration for the Settlement, including that Defendants would cause their insurers to pay the Company $15 million, the Board would adopt, implement and maintain a package of corporate governance measures (incorporated herein as Exhibit A), and the Settling Parties would incorporate these and other material terms into a formal stipulation and agreement of settlement to be presented to the Court for approval. The Settling Parties' counsel executed the Term Sheet on October 11, 2024.
After reaching agreement on the material substantive consideration for the Settlement, the Settling Parties commenced arm's-length negotiations with the Mediator's assistance to determine the amount of attorneys' fees and expenses to be paid to Plaintiffs' Counsel commensurate with the Settlement's substantial benefits. Following a series of written and telephonic exchanges and joint and separate discussions with the Mediator structured around the relevant factors identified in governing case law, the Settling Parties reached agreement on an all-in fee and expense award of $4.5 million.
Thereafter, the Settling Parties negotiated and reached agreement upon the formal operative terms of the Settlement as set forth in this Stipulation.
II.PLAINTIFFS' CLAIMS AND SETTLEMENT RECOMMENDATION
Plaintiffs and Plaintiffs' Counsel assert that the claims asserted in the Derivative Actions2 have merit. Plaintiffs' entry into this Stipulation and Settlement is not intended to be, and shall not be construed as, an admission or concession concerning the relative strength or merit of the claims alleged in the Derivative Actions. Plaintiffs and Plaintiffs' Counsel have, however, taken into account the substantial time, expense, and uncertainty inherent in any attempt to improve upon the result through continued prosecution of the Derivative Actions through trial and any subsequen
2 As set forth below, Defendants have denied and continue to deny any and all allegations of fault, liability, wrongdoing, or damages.
t appeal, including problems of proof, challenges in overcoming the many defenses available to the Individual Defendants in derivative litigation, the Individual Defendants' advancement and indemnification rights, and the difficulties of proving and collecting any potential damages awarded at trial. Plaintiffs and Plaintiffs' Counsel are also mindful of the costs and disruption further litigation would impose on Emergent. Based upon their thorough investigation and evaluation of the relevant evidence, substantive law, procedural rules, and their assessment of the best interests of Emergent and its stockholders, as well as the input of the Mediator, and the arguments and positions advanced by Defendants during the mediation negotiations, Plaintiffs and Plaintiffs' Counsel have determined that the Settlement's immediate guarantee of substantial monetary and non-monetary benefits is fair, reasonable, and adequate consideration for the Derivative Actions, and serves the best interests of Emergent and its stockholders.
Accordingly, Plaintiffs have agreed to fully and finally settle the Derivative Actions with prejudice upon the terms and subject to the conditions set forth herein.
III.DEFENDANTS' DENIALS OF WRONGDOING AND LIABILITY
Defendants have denied and continue to deny all claims asserted by Plaintiffs, and all charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts, or omissions alleged, or that could have been alleged in the Derivative Actions. Defendants have considered the uncertainty and risks inherent in any litigation, and the burdens and costs continued litigation would impose on Emergent, the substantial benefits conferred by the Settlement, and related considerations, and have determined that it would serve the best interests of Emergent and its stockholders to settle the Derivative Actions in the manner and upon the terms and conditions set forth in this Stipulation.
Neither this Stipulation, nor any of its terms or provisions, nor entry of the Judgment, nor any document or exhibit referred or attached to this Stipulation, nor any action taken to carry out this Stipulation, is, may be construed as, or may be used as evidence of the validity of any of the Released Claims or an admission by or against the Individual Defendants of any fault, wrongdoing, or concession of liability whatsoever.
IV.INDEPENDENT DIRECTOR APPROVAL
Emergent's Board, including each of its independent, non-defendant directors, in the good faith exercise of sound and informed business judgment, has unanimously approved the Settlement, finding that (i) the Settlement confers substantial benefits upon Emergent and its stockholders and (ii) the Settlement, and each of its terms, is in all respects fair, reasonable, and adequate and serves the best interests of Emergent and its stockholders.
V.TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT
NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among the undersigned counsel for the Settling Parties herein, in consideration of the benefits flowing to the parties from the Settlement, and subject to the approval of the Court, that the claims asserted in the Derivative Actions and the Released Claims shall be finally and fully compromised, settled, and released, and the Derivative Actions shall be dismissed with prejudice and with full preclusive effect as to all Settling Parties, upon and subject to the terms and conditions of this Stipulation, as set forth below.
As used in this Stipulation, the following terms have the meanings specified below
1.1"Coordinating Plaintiffs" means Lincolnshire Police Pension Fund, Pooja Sayal, Chang Kyum Kim, Mark Nevins, North Collier Fire Control and Rescue District Firefighter Pension Plan, Zachary Elton, Jeffery Reynolds, and Eric White.
1.2"Court" means the U.S. District Court for the District of Maryland.
1.3"Current Emergent Stockholders" means any Person who holds of record or beneficially owns, Emergent common stock as of the date of the execution of this Stipulation and continues to hold their Emergent common stock as of the date of Settlement Hearing, excluding the Individual Defendants, the officers and directors of Emergent, members of their immediate families, and their legal representatives, heirs, successors, or assigns, and any entity in which Individual Defendants have or had a controlling interest.
1.4"Defendants" means, collectively, nominal defendant Emergent and the Individual Defendants.
1.5"Defendants' Counsel" means collectively Individual Defendants' Counsel and nominal defendant Emergent's Counsel.
1.6"Delaware Demand Futility Action" means the action captioned In re Emergent BioSolutions Inc. Derivative Litigation, Case No. 2021-0974-MTZ (Del. Ch.).
1.7"Delaware Demand Futility Plaintiffs" means North Collier Fire Control and Rescue District Firefighter Pension Plan, Chang Kyum Kim, and Mark Nevins.
1.8"Delaware Demand Refused Action" means the action filed by plaintiff Christopher Andrews before the Delaware Court of Chancery, Case No. 2024-0925-MTZ (Del. Ch.).
1.9"Demands" means any litigation demand or demand pursuant to Section 220 made upon Emergent or Emergent's Board by any Plaintiff.
1.10"Derivative Actions" means, collectively, the Federal Demand Futility Action, the Delaware Demand Futility Action, the Maryland Demand Futility Action, the Federal Demand Refused Action, and the Delaware Demand Refused Action.
1.11"Effective Date" means the date by which the events and conditions specified in paragraph 7.1 of this Stipulation have been met and have occurred.