Valeant Pharma, J. Michael Pearson and Pershing Square Capital Management entered into a litigation management agreement
- Pursuant to the Litigation Management Agreement, the Valeant Parties and the Pershing Square Parties agreed to certain provisions with respect to the management of the litigation with respect to the putative class action pending in the United States District Court for the Central District of California captioned In re Allergan, Inc. (AGN) Proxy Violation Secs. Litig., Case No. 8:14-cv-2004-DOC (KESx) (C.D. Cal.) including (i) all cases currently consolidated with the California Action and (ii) any opt-out litigation or individual actions brought by members of the putative class in the California Action asserting the same or similar allegations or claims.
- In addition to the agreements set out above with respect to the Allergan Litigation, the Litigation Management Agreement includes an undertaking by the Pershing Square Parties to forbear from commencing any action or actions that arise out of, or relate to, the claims alleged or facts asserted in the Allergan Litigation or to the purchase or acquisition of, or transactions with respect to, the Company's securities against any of the Valeant Parties from February 3, 2017 until the date that is thirty days after the termination of the Litigation Management Agreement. Any statute of limitations applicable to such actions or tolled claims is suspended during this period. If the Litigation Management Agreement is terminated pursuant to its terms, the parties will meet and discuss whether any tolled claims should be submitted to confidential arbitration or mediation.
- Mutual Release: In connection with the entrance into the Litigation Management Agreement, on February 10, 2017 the Valeant Parties and the Pershing Square Parties entered into a mutual release of claims (the "Mutual Release"). The Mutual Release will go into effect upon the later of satisfaction of the payment obligations that each party would have in connection with any settlement of the California Action pursuant to the Litigation Management Agreement described above and the date of entry of final judgment, and will not occur if the Litigation Management Agreement is terminated.