Pelletier v. Endo International plc, et al

Case No. 2:17-cv-05114-MMB

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF PENNSYLVANIA

Frequently Asked Questions

  1. WHY DID I GET A NOTICE?

    The purpose of the Notice is to inform you about: (a) this Litigation, (b) the certification of the Class, (c) the terms of the proposed Settlement, and (d) your rights in connection with a hearing to be held before the United States District Court, Eastern District of Pennsylvania (the “Court”), on February 23, 2022, at 11:00 a.m. EST, to consider the fairness, reasonableness, and adequacy of the Settlement and related matters. The Notice also describes the steps to be taken by those who wish to be excluded from the Class and, for those who remain Class Members, the steps necessary to seek to be potentially eligible to share in the distribution of the Net Settlement Fund in the event the Settlement is approved by the Court.

    A class action is a type of lawsuit in which the claims of a number of individuals are resolved together, thus providing the class members with both consistency and efficiency. In a class action lawsuit, the Court selects one or more people, known as class representatives, to sue on behalf of all people with similar claims, commonly known as the class or the class members. (For more information on excluding yourself from the Class, please read “What If I Do Not Want To Be A Part Of The Settlement? How Do I Exclude Myself?” located below.) In the Litigation, the Court has appointed Plaintiffs as the representatives of the Class and Lead Counsel and Co-Lead Counsel as Class counsel.

    The Court in charge of this case is the United States District Court for the Eastern District of Pennsylvania, and the case is known as Pelletier v. Endo International plc, et al., No. 2:17-cv-05114-MMB. The judge presiding over this case is the Honorable Michael M. Baylson, United States District Judge. The people who are suing are called plaintiffs, and those who are being sued are called defendants. In this case, the Defendants are Endo, Rajiv Kanishka Liyanaarchchie De Silva, Suketu P. Upadhyay, and Paul V. Campanelli.

    The Notice explains the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them. The purpose of the Notice is to inform you of this case, that it is a class action, how you might be affected, and how to exclude yourself from the Settlement if you wish to do so. It also is being sent to inform you of the terms of the proposed Settlement, and of a hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the proposed Settlement, the proposed Plan of Allocation, and the application by Lead Counsel for attorneys’ fees and litigation expenses (the “Settlement Hearing”).

    The Settlement Hearing will be held on February 23, 2022, at 11:00 a.m. EST, before the Honorable Michael M. Baylson, at the United States District Court, Eastern District of Pennsylvania, Courtroom 3-A, James A. Byrne U.S. Courthouse, 601 Market Street, Philadelphia, PA 19106, or remotely per details that will be made publicly available on this website in advance of the Settlement Hearing, for the following purposes:

    1. to determine whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate and should be approved by the Court;
    2. to determine whether the Judgment as provided for under the Stipulation of Settlement dated October 15, 2021 (the “Stipulation”) should be entered;
    3. to determine whether the proposed Plan of Allocation for the net proceeds of the Settlement is fair and reasonable and should be approved by the Court;
    4. to determine whether the application by Lead Counsel for an award of attorneys’ fees and litigation expenses should be approved; and
    5. to rule upon such other matters as the Court may deem appropriate.

    The Notice does not express any opinion by the Court concerning the merits of any claim in the Litigation, and the Court still has to decide whether to approve the Settlement. If the Court approves the Settlement, payments to Authorized Claimants will be made after any appeals are resolved, and after the completion of all claims processing. This process takes time. Please be patient.

  2. WHAT IS THIS CASE ABOUT? WHAT HAS HAPPENED SO FAR?

    This Litigation arises under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and alleges that during the period between March 2, 2015 and February 27, 2017, inclusive (the “Class Period”), Defendants Endo, Rajiv Kanishka Liyanaarchchie De Silva, Suketu P. Upadhyay, and Paul V. Campanelli made materially false and misleading statements about Endo’s business performance and conditions. More specifically, Plaintiffs allege that during the Class Period, Defendants misled investors through a series of public statements regarding Endo’s pricing in the generic drug market that allegedly inflated or maintained inflation in Endo’s stock price.

    In particular, Plaintiffs allege that Defendants misrepresented and/or concealed Endo’s reliance on generic drug price increases, non-competitive market conditions in which those price increases were implemented, the unsustainability of those price increases, and the role those price increases played in Endo’s growth strategy and revenue generation. Plaintiffs allege that the misrepresentation or concealment of this information artificially inflated or maintained inflation in the price of Endo ordinary shares and that, when the true facts were revealed, the artificial inflation was removed from the price of Endo ordinary shares, causing the price to drop and damage members of the Class.

    On August 6, 2018, then-Lead Plaintiff Park Employees’ Annuity and Benefit Fund of Chicago (“Park”) filed its Amended Class Action Complaint (“Amended Complaint”). ECF No. 62. On September 14, 2018, Defendants moved to dismiss the Amended Complaint, which was opposed by then-Lead Plaintiff. ECF Nos. 63 and 66. On February 14, 2020, the Court issued an order granting in part and denying in part the motion to dismiss. ECF Nos. 93-94.

    On December 15, 2020, the Court issued an order stating that it was considering replacing Park as Lead Plaintiff. ECF No. 218.

    On February 4, 2021, the Court issued a memorandum and order that then-Lead Plaintiff Park and then-Lead Counsel Bleichmar Fonti & Auld LLP would no longer act in those respective capacities in this case. The Court further appointed Bucks County Employees Retirement System as Lead Plaintiff, appointed its counsel Lawrence F. Stengel of Saxton & Stump as Lead Counsel, and appointed its counsel Robbins Geller Rudman & Dowd LLP as Co-Lead Counsel. The Court further appointed Alexandre Pelletier and Nathan Dole as Co-Lead Plaintiffs, and their counsel Pomerantz LLP as Co-Lead Counsel. ECF Nos. 272 and 273.

    Discovery in this matter included the production of over one million pages of documents by Defendants, and over 190,000 pages of documents by third parties. Fifteen current or former Endo employees and directors were deposed, along with representatives of Lead Plaintiff and its investment manager, the individual Co-Lead Plaintiffs, and Plaintiffs’ and Defendants’ experts concerning loss causation and damages.

    Following discovery related to class certification, full briefing and oral argument, the Court issued an order on May 20, 2021 granting class certification. ECF Nos. 340 and 341.

    After the Class was certified, Defendants moved for summary judgment as to liability on June 23, 2021, Plaintiffs filed their opposition on July 14, 2021, and Defendants filed their reply on July 28, 2021. ECF Nos. 350, 363, and 379, respectively.

    In the course of the Litigation, the Settling Parties engaged the services of the Hon. Layn R. Phillips (Ret.), of Phillips ADR, a former federal judge and a nationally recognized mediator. Prior to the appointment of current Lead Plaintiff and Co-Lead Plaintiffs, Prior Lead Plaintiff and Defendants engaged in two mediation sessions with Judge Phillips in February 2019 and November 2020. While the parties did not reach an agreement to settle the Litigation at those mediation sessions, the Settling Parties continued settlement negotiations with the assistance of Judge Phillips after the appointment of new Lead Plaintiff and Co-Lead Plaintiffs and new Lead Counsel and Co-Lead Counsel, and reached an agreement on September 23, 2021 to settle the Litigation for $63.4 million, subject to the negotiation of all material terms and the completion of definitive documentation.

  3. HOW DO I KNOW IF I AM AFFECTED BY THE SETTLEMENT?

    If you are a member of the Class, you are subject to the Settlement unless you timely request to be excluded. The Class consists of all persons and entities who purchased or otherwise acquired ordinary shares of Endo from March 2, 2015 through February 27, 2017, inclusive (the “Class Period”). Excluded from the Class are: (i) Defendants and any affiliates or subsidiaries thereof; (ii) present and former officers and directors of Endo and its subsidiaries or affiliates, and their immediate family members (as defined in Item 404 of SEC Regulation S-K, 17 C.F.R. §229.404, Instructions (1)(a)(iii) & (1)(b)(ii)); (iii) Defendants’ liability insurance carriers, and any affiliates or subsidiaries thereof; (iv) any entity in which any Defendant has or has had a controlling interest; (v) Endo’s employee retirement and benefits plan(s); and (vi) the legal representatives, heirs, estates, agents, successors, or assigns of any person or entity described in the preceding five categories. Also excluded from the Class are claims released in the settlement in Public Employees’ Retirement System of Mississippi v. Endo International plc, et al., No. 2017-02081-MJ (Ct. Com. Pl. Chester Cnty., Pa.), regardless of whether the purchaser/acquirer has sought compensation under the related settlement, pursuant to the Notice of Pendency of Class Action, Proposed Settlement, and Motion for Attorneys’ Fees and Expenses issued in that case by Order of the Court of Common Pleas of Chester County, Pennsylvania. Also excluded from the Class will be any Person who timely and validly seeks exclusion from the Class. Anyone with questions as to whether or not they are excluded from the Class may call the Claims Administrator toll-free at 1-855-895-5522. (See “What If I Do Not Want To Be A Part Of The Settlement? How Do I Exclude Myself?,” below.)

    RECEIPT OF THE NOTICE DOES NOT NECESSARILY MEAN THAT YOU ARE A CLASS MEMBER OR THAT YOU ARE ENTITLED TO RECEIVE PROCEEDS FROM THE SETTLEMENT. IF YOU WISH TO BE POTENTIALLY ELIGIBLE TO RECEIVE A DISTRIBUTION OF THE SETTLEMENT PROCEEDS, YOU MUST COMPLETE, SIGN AND SUBMIT THE CLAIM FORM POSTMARKED NO LATER THAN FEBRUARY 14, 2022.

  4. WHAT ARE PLAINTIFFS’ REASONS FOR THE SETTLEMENT?

    Plaintiffs and Plaintiffs’ Counsel believe that the claims asserted against Defendants have merit. Plaintiffs and Plaintiffs’ Counsel recognize, however, the expense and length of continued proceedings necessary to pursue their claims against Defendants through trial and appeals, as well as the difficulties in establishing liability and damages. Plaintiffs and Plaintiffs’ Counsel have considered the amount of the Settlement, as well as the uncertain outcome and risk in complex lawsuits like this one. Such risks include, among others, the risk that Plaintiffs would be unsuccessful in proving that Defendants’ alleged misstatements were materially false and misleading, made with scienter (that is, the requisite state of mind), or caused compensable damages to the Class. Plaintiffs and Plaintiffs’ Counsel have also considered the financial condition of Defendant Endo.

    In light of the amount of the Settlement and the immediacy of recovery to the Class, Plaintiffs and Plaintiffs’ Counsel believe that the proposed Settlement is fair, reasonable and adequate, and in the best interests of the Class. Plaintiffs and Plaintiffs’ Counsel believe that the Settlement provides a substantial benefit now, namely $63.4 million in cash (less the various deductions described in the Notice), as compared to the risk that the claims would produce a smaller recovery, or no recovery, after summary judgment, trial and appeals, possibly years in the future as well as the risks associated with Endo’s financial position.

    Defendants have denied and continue to deny each and all of the claims alleged by Plaintiffs in the Litigation. Defendants expressly have denied and continue to deny 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 Litigation. Defendants also have denied and continue to deny, among other things, the allegations that Plaintiffs or the Class have suffered any damage, that Plaintiffs or the Class were harmed by the conduct alleged in the Litigation, or that it was proper to certify the Litigation as a class action.

  5. WHAT MIGHT HAPPEN IF THERE WERE NO SETTLEMENT?

    If there were no Settlement and Plaintiffs failed to establish any essential legal or factual element of the alleged claims, neither Plaintiffs nor the Class would recover anything from Defendants. Also, if Defendants were successful in proving any of their defenses, the Class likely would recover substantially less than the amount provided in the Settlement, or nothing at all.

  6. HOW MUCH WILL MY PAYMENT BE?

    The Individual Defendants have agreed to cause to be paid Sixty-Three Million, Four Hundred Thousand Dollars ($63,400,000.00) in cash into escrow for the benefit of the Class. At this time, it is not possible to make any determination as to how much individual Class Members may receive from the Settlement. Plaintiffs have proposed a plan for allocating the Net Settlement Fund to those Class Members who timely submit valid Proof of Claim Forms. The Plan of Allocation proposed by Plaintiffs is set forth below, and additional information is available on this website.

    All members of the Class who fail to timely submit an acceptable Claim Form by the deadline set by the Court, or such other deadline as may be ordered by the Court, or otherwise allowed, shall be forever barred from receiving any payments pursuant to the Settlement, but will in all other respects be subject to and bound by the terms of the Settlement, including Class Members’ release of all Released Claims.

    The Court has reserved jurisdiction to allow, disallow, or adjust on equitable grounds the claim of any member of the Class.

    The Plan of Allocation set forth in FAQ #7 is the proposed plan submitted by Plaintiffs and Lead Counsel for the Court’s approval. The Court may approve this plan as proposed or it may modify it without further notice to the Class.

    Each claimant shall be deemed to have submitted to the jurisdiction of the United States District Court for the Eastern District of Pennsylvania with respect to his, her or its Claim Form.

    Persons and entities that exclude themselves from the Class will not be eligible to receive a distribution from the Net Settlement Fund and shall not submit Proof of Claim Forms.

  7. PLAN OF ALLOCATION

    The objective of the Plan of Allocation is to equitably distribute the settlement proceeds to those Class Members who suffered economic losses as a proximate result of the alleged wrongdoing. In developing the Plan of Allocation, Plaintiffs’ damages expert calculated the potential amount of estimated alleged artificial inflation in Endo ordinary shares which allegedly was proximately caused by Defendants’ alleged false and misleading statements and material omissions. In calculating the estimated alleged artificial inflation allegedly caused by Defendants’ alleged misrepresentations and omissions, Plaintiffs’ damages expert considered the market and industry adjusted price changes in the price of Endo ordinary shares following certain corrective disclosures regarding Endo and the allegations in the Amended Complaint.

    The calculations made pursuant to the Plan of Allocation are not intended to be estimates of, nor indicative of, the amounts that Class Members might have been able to recover after a trial. Nor are the calculations pursuant to the Plan of Allocation intended to be estimates of the amounts that will be paid to Authorized Claimants pursuant to the Settlement. The computations under the Plan of Allocation are only a method to weigh the claims of Authorized Claimants against one another for the purposes of making pro rata allocations of the Net Settlement Fund.

    CALCULATION OF RECOGNIZED LOSS AMOUNTS

    In order to have recoverable damages, a disclosure of the alleged truth omitted or concealed by the misrepresentations must be the cause of the decline in the price of Endo ordinary shares. In this case, Plaintiffs allege that Defendants made false statements and omitted material facts during the Class Period, which had the effect of artificially inflating or maintaining inflation in the prices of Endo ordinary shares.

    Based on the formula set forth below, a “Recognized Loss Amount” will be calculated for each purchase or acquisition of Endo ordinary shares during the Class Period that is listed in the Proof of Claim Form and for which adequate documentation is provided. In the calculations below, if a Recognized Loss Amount calculates to a negative number, that Recognized Loss Amount shall be zero.

    The allocation below is based on the following inflation per share amounts for Class Period common stock purchases and sales as well as the statutory Private Securities Litigation Reform Act of 1995 90-day look back amount of $11.41.

    Table A

    Inflation Period Inflation per Share
    March 2, 2015 – February 28, 2016 $18.54
    February 29, 2016 – May 5, 2016 $12.33
    May 6, 2016 – November 2, 2016 $3.43
    November 3, 2016 – November 7, 2016 $2.71
    November 8, 2016 – January 9, 2017 $1.82
    January 10, 2017 – February 27, 2017 $0.56

    For shares of Endo common stock purchased, or acquired, on or between March 2, 2015 through and including February 27, 2017, the claim per share shall be as follows:

    1. If sold prior to February 29, 2016, the claim per share is $0.00.
    2. If sold on or between February 29, 2016 through and including February 27, 2017, the claim per share shall be the lesser of: (i) the inflation per share at the time of purchase less the inflation per share at the time of sale as set forth in Table A above; and (ii) the difference between the purchase price and the selling price.
    3. If retained at the end of February 27, 2017 and sold on or before May 26, 2017, the claim per share shall be the lesser of: (i) the inflation per share at the time of purchase; (ii) the difference between the purchase price and the selling price; and (iii) the difference between the purchase price and the average closing price up to the date of sale as set forth in Table B below.
    4. If retained at the close of trading on May 26, 2017, the claim per share shall be the lesser of: (i) the inflation per share at the time of purchase and (ii) the difference between the purchase price and $11.41.

    Table B

    Date Price Average Closing Price Date Price Average Closing Price
    2/28/2017 $13.65 $13.65 4/18/2017 $10.39 $10.99
    3/1/2017 $12.82 $13.24 4/19/2017 $10.56 $10.98
    3/2/2017 $12.29 $12.92 4/20/2017 $10.48 $10.97
    3/3/2017 $12.25 $12.75 4/21/2017 $10.29 $10.95
    3/6/2017 $11.40 $12.48 4/24/2017 $10.90 $10.95
    3/7/2017 $10.90 $12.22 4/25/2017 $11.00 $10.95
    3/8/2017 $10.80 $12.02 4/26/2017 $11.15 $10.95
    3/9/2017 $10.53 $11.83 4/27/2017 $11.28 $10.96
    3/10/2017 $10.82 $11.72 4/28/2017 $11.37 $10.97
    3/13/2017 $10.67 $11.61 5/1/2017 $11.67 $10.99
    3/14/2017 $10.22 $11.49 5/2/2017 $11.65 $11.00
    3/15/2017 $10.54 $11.41 5/3/2017 $10.89 $11.00
    3/16/2017 $10.66 $11.35 5/4/2017 $11.17 $11.00
    3/17/2017 $10.76 $11.31 5/5/2017 $11.42 $11.01
    3/20/2017 $10.31 $11.24 5/8/2017 $10.85 $11.01
    3/21/2017 $10.16 $11.17 5/9/2017 $12.82 $11.04
    3/22/2017 $9.87 $11.10 5/10/2017 $13.01 $11.08
    3/23/2017 $9.99 $11.04 5/11/2017 $13.73 $11.13
    3/24/2017 $9.97 $10.98 5/12/2017 $13.57 $11.18
    3/27/2017 $10.50 $10.96 5/15/2017 $13.46 $11.22
    3/28/2017 $10.74 $10.95 5/16/2017 $13.23 $11.26
    3/29/2017 $11.46 $10.97 5/17/2017 $12.52 $11.28
    3/30/2017 $11.06 $10.97 5/18/2017 $11.84 $11.29
    3/31/2017 $11.16 $10.98 5/19/2017 $11.88 $11.30
    4/3/2017 $10.91 $10.98 5/22/2017 $11.84 $11.31
    4/4/2017 $10.94 $10.98 5/23/2017 $12.88 $11.34
    4/5/2017 $10.94 $10.97 5/24/2017 $12.78 $11.36
    4/6/2017 $11.27 $10.99 5/25/2017 $12.89 $11.38
    4/7/2017 $11.83 $11.01 5/26/2017 $13.12 $11.41
    4/10/2017 $11.87 $11.04
    4/11/2017 $10.76 $11.03
    4/12/2017 $10.76 $11.03
    4/13/2017 $10.75 $11.02
    4/17/2017 $10.74 $11.01

    ADDITIONAL PROVISIONS

    The Net Settlement Fund will be allocated among all Authorized Claimants based on the amount of each Authorized Claimant’s Recognized Claim (defined below).

    If a Class Member has more than one purchase/acquisition or sale of Endo ordinary shares, purchases/acquisitions and sales shall be matched on a First In, First Out (“FIFO”) basis. Class Period sales will be matched first against any holdings at the beginning of the Class Period, and then against purchases/acquisitions in chronological order, beginning with the earliest purchase/acquisition made during the Class Period.

    A Claimant’s “Recognized Claim” under the Plan of Allocation shall be the sum of his, her or its Recognized Loss Amounts.

    The Net Settlement Fund will be distributed to Authorized Claimants on a pro rata basis based on the relative size of their Recognized Claims. Specifically, a “Distribution Amount” will be calculated for each Authorized Claimant, which shall be the Authorized Claimant’s Recognized Claim divided by the total Recognized Claims of all Authorized Claimants, multiplied by the total amount in the Net Settlement Fund. If any Authorized Claimant’s Distribution Amount calculates to less than $10.00, it will not be included in the calculation and no distribution will be made to such Authorized Claimant.

    Purchases or acquisitions and sales of Endo ordinary shares shall be deemed to have occurred on the “contract” or “trade” date as opposed to the “settlement” or “payment” date. The receipt or grant by gift, inheritance or operation of law of Endo ordinary shares during the Class Period shall not be deemed a purchase, acquisition or sale of Endo ordinary shares for the calculation of an Authorized Claimant’s Recognized Loss Amount, nor shall the receipt or grant be deemed an assignment of any claim relating to the purchase/acquisition of any Endo ordinary shares unless (i) the donor or decedent purchased or otherwise acquired such Endo ordinary shares during the Class Period; (ii) no Claim Form was submitted by or on behalf of the donor, on behalf of the decedent, or by anyone else with respect to those shares; and (iii) it is specifically so provided in the instrument of gift or assignment.

    The date of covering a “short sale” is deemed to be the date of purchase or acquisition of the Endo common stock. The date of a “short sale” is deemed to be the date of sale of the Endo common stock. Under the Plan of Allocation, however, the Recognized Loss Amount on “short sales” is zero. In the event that a claimant has an opening short position in Endo common stock, the earliest Class Period purchases or acquisitions of Endo common stock shall be matched against such opening short position, and not be entitled to a recovery, until that short position is fully covered.

    Option contracts are not securities eligible to participate in the Settlement. With respect to Endo ordinary shares purchased or sold through the exercise of an option, the purchase/sale date of the common stock is the exercise date of the option and the purchase/sale price of the common stock is the exercise price of the option.

    To the extent a claimant had a market gain with respect to his, her, or its overall transactions in Endo ordinary shares during the Class Period, the value of the claimant’s Recognized Claim shall be zero. Such claimants shall in any event be bound by the Settlement. To the extent that a claimant suffered an overall market loss with respect to his, her, or its overall transactions in Endo ordinary shares during the Class Period, but that market loss was less than the total Recognized Claim calculated above, then the claimant’s Recognized Claim shall be limited to the amount of the actual market loss.

    After the initial distribution of the Net Settlement Fund, the Claims Administrator shall make reasonable and diligent efforts to have Authorized Claimants cash their distribution checks. To the extent any monies remain in the fund within a reasonable time after the initial distribution, if Plaintiffs’ Counsel, in consultation with the Claims Administrator, determine that it is cost-effective to do so, the Claims Administrator shall conduct a re-distribution of the funds remaining after payment of any unpaid fees and expenses incurred in administering the Settlement, including for such re-distribution, to Authorized Claimants who have cashed their initial distributions and who would receive at least $10.00 from such re-distribution. Additional re-distributions to Authorized Claimants who have cashed their prior checks and who would receive at least $10.00 on such additional re-distributions may occur thereafter if Plaintiffs’ Counsel, in consultation with the Claims Administrator, determine that additional re-distributions, after the deduction of any additional fees and expenses incurred in administering the Settlement, including for such re-distributions, would be cost-effective. At such time as it is determined that the re-distribution of funds remaining in the Net Settlement Fund is not cost-effective, the remaining balance shall be contributed to Community Legal Services of Philadelphia, 1424 Chestnut Street, Philadelphia, PA 19102.

    Payment pursuant to the Plan of Allocation, or such other plan of allocation as may be approved by the Court, shall be conclusive against all Authorized Claimants. No Person shall have any claim against the Plaintiffs, the Class, Plaintiffs’ Counsel, Prior Lead Plaintiff, Prior Lead Plaintiff’s Counsel, Released Defendant Parties (as defined below), Defendants Counsel, or the Claims Administrator based on distributions made substantially in accordance with the Settlement, the Stipulation, the Plan of Allocation, or otherwise as further ordered by the Court. The Plaintiffs, Defendants, their respective counsel, Plaintiffs’ damages expert, and all other releasees shall have no responsibility or liability whatsoever for the investment or distribution of the Settlement Fund, the Net Settlement Fund, the Plan of Allocation, or the determination, administration, calculation, or payment of any Claim Form or nonperformance of the Claims Administrator, the payment or withholding of taxes (including interest and penalties) owed by the Settlement Fund, or any losses incurred in connection therewith.

    The Plan of Allocation set forth herein is the plan that is being proposed to the Court for its approval by Plaintiffs after consultation with their damages expert. The Court may approve this plan as proposed or it may modify the Plan of Allocation without further notice to the Class. Any orders regarding any modification of the Plan of Allocation will be posted on this website.

  8. WHAT RIGHTS AM I GIVING UP BY AGREEING TO THE SETTLEMENT?

    If the Settlement is approved, the Court will enter a judgment (the “Judgment”). The Judgment will dismiss with prejudice the claims against Defendants and will provide that Plaintiffs and all other Released Plaintiff Parties (as defined below) shall have waived, released, discharged, and dismissed each and every one of the Released Claims (as defined below), including Unknown Claims (as defined below), against each and every one of the Released Defendant Parties (as defined below) and shall forever be barred and enjoined from commencing, instituting, prosecuting, or maintaining any and all of the Released Claims against any and all of the Released Defendant Parties, whether or not they execute and deliver the Claim Form or share in the Settlement Fund. Claims to enforce the terms of the Settlement are not released.

    “Released Claims” means any and all claims, rights, liabilities, and causes of action of every nature and description, including both known claims and Unknown Claims (as defined below), whether contingent or absolute, mature or unmature, discoverable or undiscoverable, liquidated or unliquidated, accrued or unaccrued, including those that are concealed or hidden, regardless of legal or equitable theory, that Lead Plaintiff or any other member(s) of the Class asserted or could have asserted now or in the future in any forum that both (i) arise out of, are based upon, or are related in any way to the allegations, transactions, facts, events, matters, occurrences, disclosures, statements, representations, or omissions that were referred to or alleged, or that could have been referred to or alleged, in the Action, and (ii) relate in any way to the purchase or acquisition of Endo ordinary shares by the Class during the Class Period. Notwithstanding the foregoing, “Released Claims” does not include claims relating to the enforcement of the Settlement.

    “Released Defendants’ Claims” means all claims and causes of action of every nature and description, including both known claims and Unknown Claims (as defined below), whether arising under federal, state, common or foreign law, or any other law, that Defendants could have asserted against any of the Released Plaintiff Parties, including Plaintiffs’ Counsel and Prior Lead Plaintiff’s Counsel, that arise out of or relate in any way to the institution, prosecution, or settlement of the claims in the Action, except for claims relating to the enforcement of the Settlement.

    “Released Defendant Parties” means each and all of the Defendants, and each of their respective present or former parents, subsidiaries, affiliates, successors and assigns, and each and all of the present or former officers, directors, employees, employers, attorneys, accountants, financial advisors, commercial bank lenders, insurers, reinsurers, investment bankers, representatives, general and limited partners and partnerships, heirs, executors, administrators, successors, affiliates, agents, spouses, associates, and assigns of each or any of them or any trust of which any Defendant is the settlor or which is for the benefit of any Defendant and any entity in which any such Defendant has a controlling interest.

    “Released Plaintiff Parties” means the Plaintiffs, each and every Class Member, Plaintiffs’ Counsel, Prior Lead Plaintiff’s Counsel, and each of their respective past or present trustees, officers, directors, partners, employees, contractors, auditors, principals, agents, attorneys, predecessors, successors, assigns, insurers, parents, subsidiaries, general or limited partners or partnerships, and limited liability companies; and the spouses, members of the immediate families, representatives, and heirs of any Released Plaintiff Party who is an individual, as well as any trust of which any Released Plaintiff Party is the settlor or which is for the benefit of any of their immediate family members. Released Plaintiff Parties does not include any Person who timely and validly seeks exclusion from the Class.

    “Unknown Claims” means any and all Released Claims that Plaintiffs or any other Class Member do not know or suspect to exist in his, her, or its favor at the time of the release of the Released Defendant Parties, and any and all Released Defendants’ Claims that any Defendant does not know or suspect to exist in his, her or its favor, which if known by him, her or it, might have affected his, her or its decision to enter into this Settlement, execute this Stipulation, and agree to all the various releases set forth herein, or might have affected his, her or its decision not to object to this Settlement or not exclude himself, herself or itself from the Class. Unknown Claims include, without limitation, those claims in which some or all of the facts composing the claim may be unsuspected, undisclosed, concealed, or hidden. With respect to any and all Released Claims and Released Defendants’ Claims, the Released Parties stipulate and agree that, upon the Effective Date, Plaintiffs and Class Members (as regards the Released Claims) and the Defendants (as regards the Released Defendants’ Claims) shall expressly waive and relinquish, and each Class Member shall be deemed to have and by operation of law and of the Judgment shall have, expressly waived and relinquished, to the fullest extent permitted by law, any and all provisions, rights and benefits conferred by Cal. Civ. Code §1542, or any law of any state or territory of the United States, or principle of common law or of international or foreign law, which is similar, comparable, or equivalent to Cal. Civ. Code §1542, which provides:

    A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

    The Judgment also will provide that Defendants and each of the other Released Defendant Parties shall be deemed to have waived, released, discharged, and dismissed as against the Released Plaintiff Parties all Released Defendants’ Claims which includes all claims and causes of action of every nature and description, including both known claims and Unknown Claims, whether arising under federal, state, common or foreign law, or any other law, that Defendants could have asserted against any of the Released Plaintiff Parties, including Plaintiffs’ Counsel, that arise out of or relate in any way to the institution, prosecution, or settlement of the claims in the Litigation, except for claims relating to the enforcement of the Settlement.

  9. WHAT PAYMENT ARE THE ATTORNEYS FOR THE CLASS SEEKING? HOW WILL THE LAWYERS BE PAID?

    Plaintiffs’ Counsel have not received any payment for their services in pursuing claims against Defendants on behalf of the Class, nor have Plaintiffs’ Counsel been paid for their expenses. Before final approval of the Settlement, Lead Counsel intends to apply to the Court for an award of attorneys’ fees on behalf of all Plaintiffs’ Counsel and Prior Lead Plaintiff’s Counsel from the Settlement Fund of no more than 25% of the Settlement Amount, plus interest. At the same time, Lead Counsel also intends to apply for payment from the Settlement Fund for Plaintiffs’ Counsel’s and Prior Lead Plaintiff’s Counsel’s litigation expenses in a total amount not to exceed $2,300,000.00, plus interest. The Court will determine the amount of the award of fees and expenses. Lead Counsel may apply for awards to Lead Plaintiff, Co-Lead Plaintiffs, and Prior Lead Plaintiff in connection with their representation of the Class. Such sums as may be approved by the Court will be paid from the Settlement Fund. Class Members are not personally liable for any such fees or expenses.

  10. HOW DO I PARTICIPATE IN THE SETTLEMENT? WHAT DO I NEED TO DO?

    If you fall within the definition of the Class as described above, and you are not excluded by the definition of the Class and you do not elect to exclude yourself from the Class, then you are a Class Member, and you will be bound by the proposed Settlement if the Court approves it, and by any judgment or determination of the Court affecting the Class. If you are a Class Member, you must submit a Claim Form and supporting documentation to establish your potential entitlement to share in the proceeds of the Settlement. You can click here to download a Claim Form or you can file one electronically by visiting the “Submit A Claim” page of this website. You may also request a Claim Form by emailing info@EndoSecuritiesLitigation.com or calling toll-free 1 855-895-5522. Those who exclude themselves from the Class, and those who do not submit timely and valid Claim Forms with adequate supporting documentation, will not be entitled to share in the proceeds of the Settlement unless otherwise ordered by the Court. Please retain all original records of your ownership of, or transactions in the shares, as they may be needed to document your claim.

    As a Class Member, for purposes of the Settlement, you are represented by Plaintiffs, and Lead Counsel and Co-Lead Counsel, unless you enter an appearance through counsel of your own choice at your own expense. You are not required to retain your own counsel, but if you choose to do so, such counsel must file a notice of appearance on your behalf.

    If you do not wish to remain a Class Member, you may exclude yourself from the Class by following the instructions in the section entitled, “What If I Do Not Want To Be A Part Of The Settlement? How Do I Exclude Myself?” below. If you exclude yourself from the Class, you will not be eligible to receive any benefit from the Settlement and you should not submit a Claim Form but you will retain the right to be a part of any other lawsuit against any of the Released Defendant Parties (as defined in FAQ #8) with respect to any of the Released Claims (as defined in FAQ #8).

    If you wish to object to the Settlement or any of its terms, the proposed Plan of Allocation, or Lead Counsel’s application for attorneys’ fees and litigation expenses, and if you do not exclude yourself from the Class, you may present your objections by following the instructions in the section entitled, “When And Where Will The Court Decide Whether To Approve The Settlement?” below. If you exclude yourself from the Class, you are not entitled to submit an objection.

  11. WHAT IF I DO NOT WANT TO BE A PART OF THE SETTLEMENT? HOW DO I EXCLUDE MYSELF?

    Each Class Member will be bound by all determinations and judgments in this lawsuit concerning the Settlement, whether favorable or unfavorable, unless such person or entity mails, by first-class mail (or its equivalent outside the U.S.), or otherwise delivers a written request for exclusion from the Class, addressed to Endo Securities Litigation, ATTN: EXCLUSION REQUEST, c/o Angeion Group, LLC, P.O. Box 58220, Philadelphia, PA 19102. The exclusion request must be received no later than February 2, 2022. Each request for exclusion must clearly indicate the name, address and telephone number of the person or entity seeking exclusion, that the sender requests to be excluded from the Class in Pelletier v. Endo International plc, et al., No. 2:17-cv-05114-MMB, and must be signed by such person. Such persons or entities requesting exclusion are also directed to provide the following information: the number of Endo ordinary shares that the Person requesting exclusion (i) owned as of the opening of trading on March 2, 2015; and (ii) purchased, acquired and/or sold from March 2, 2015 through February 27, 2017, inclusive, as well as the number of shares, dates and prices for each such purchase, acquisition and sale. The request for exclusion shall not be effective unless it provides the required information and is made within the time stated above, or the exclusion is otherwise accepted by the Court. Should you elect to exclude yourself from the Class, you should understand that Defendants and the other Released Defendant Parties will have the right to assert any and all defenses they may have to any claims that you may seek to assert, including, without limitation, the defense that any such claims are untimely under applicable statutes of limitations and statutes of repose.

    If you do not want to be part of the Class, you must follow these instructions for exclusion even if you have pending, or later file, another lawsuit, arbitration, or other proceeding relating to any Released Claim against any of the Released Defendant Parties. Excluding yourself from the Class is the only option that allows you to be part of any other current or future lawsuit against Defendants or any of the other Released Defendant Parties concerning the Released Claims. Please note, however, if you decide to exclude yourself from the Class, you may be time-barred from asserting the claims covered by the Litigation by a statute of limitations and/or statute of repose.

    If you ask to be excluded, do not submit a Claim Form because you cannot receive any payment from the Net Settlement Fund. If a person or entity requests to be excluded from the Class, that person or entity will not receive any benefit provided for in the Stipulation.

    If the requests for exclusion from the Settlement exceed a certain amount, as set forth in a separate confidential supplemental agreement between Plaintiffs and Defendants (the “Supplemental Agreement”), Defendants shall have, in their discretion, the option to terminate the Settlement in accordance with the procedures set forth in the Supplemental Agreement.

  12. WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO APPROVE THE SETTLEMENT? DO I HAVE TO COME TO THE HEARING? MAY I SPEAK AT THE HEARING IF I DON’T LIKE THE SETTLEMENT?

    If you do not wish to object in person to the proposed Settlement, the proposed Plan of Allocation, and/or the application for attorneys’ fees and litigation expenses, you do not need to attend the Settlement Hearing. You can object to or participate in the Settlement without attending the Settlement Hearing.

    The Settlement Hearing will be held on February 23, 2022, at 11:00 a.m. EST, before the Honorable Michael M. Baylson, at the United States District Court, Eastern District of Pennsylvania, Courtroom 3-A, James A. Byrne U.S. Courthouse, 601 Market Street, Philadelphia, PA 19106, or remotely per details that will be made publicly available on this website in advance of the Settlement Hearing. The Court reserves the right to approve the Settlement or the Plan of Allocation, Lead Counsel’s motion for an award of attorneys’ fees and expenses, and/or any other matter related to the Settlement at or after the Settlement Hearing without further notice to the members of the Class.

    Any Class Member who does not request exclusion such that it is received no later than February 2, 2022, may object to the Settlement, the Plan of Allocation, or Lead Counsel’s request for an award of attorneys’ fees and litigation expenses. You can ask the Court to deny approval by filing an objection. You cannot ask the Court to order a different settlement; the Court can only approve or reject the settlement. If the Court denies approval, no settlement payments will be sent out and the lawsuit will continue. If that is what you want to happen, you must object.

    Any objection to the proposed Settlement must be in writing. All written objections and supporting papers must (a) clearly identify the case name and number (Pelletier v. Endo International plc, et al., No. 2:17-cv-05114-MMB), (b) be submitted to the Court either by mailing them to the Clerk of the Court, United States District Court, Eastern District of Pennsylvania, James A. Byrne U.S. Courthouse, 601 Market Street, Philadelphia, PA 19106, or by filing them in person at any location of the United States District Court for the Eastern District of Pennsylvania, and (c) be filed or received on or before February 2, 2022.

    The notice of objection must include documentation establishing the objecting Person’s membership in the Class, including the number of Endo ordinary shares that the objecting Person (1) owned as of the opening of trading on March 2, 2015, and (2) purchased, acquired and/or sold during the Class Period, as well as the dates and prices for each such purchase, acquisition and sale, and contain a statement of reasons for the objection, copies of any papers, briefs, or other documents upon which the objection is based, a statement of whether the objector intends to appear at the Settlement Hearing, and the objector’s signature, even if represented by counsel. The objection must state whether it applies only to the objector, to a specific subset of the Class, or to the entire Class. In addition, the objector must identify all class action settlements to which the objector or his, her or its counsel have previously objected. Documentation establishing membership in the Class must consist of copies of brokerage confirmation slips or monthly brokerage account statements, or an authorized statement from the objector’s broker containing the transactional and holding information found in a broker confirmation slip or account statement. Objectors who desire to present evidence at the Settlement Hearing in support of their objection must include in their written objection or notice of appearance the identity of any witnesses they may call to testify and any exhibits they intend to introduce into evidence at the hearing.

    You may not object to the Settlement or any aspect of it if you exclude yourself from the Class.

    You may file a written objection without having to appear at the Settlement Hearing. You may not appear at the Settlement Hearing to present your objection, however, unless you have first filed a written objection in accordance with the procedures described above, unless the Court orders otherwise.

    You are not required to hire an attorney to represent you in making written objections or in appearing at the Settlement Hearing. If you decide to hire an attorney, which will be at your own expense, he or she must file a notice of appearance with the Court so that the notice is received on or before February 2, 2022.

    The Settlement Hearing may be adjourned by the Court without further written notice to the Class, other than a posting of the adjournment on this website. If you plan to attend the Settlement Hearing, you should confirm the date and time with Plaintiffs’ Counsel.

    Unless the Court orders otherwise, any Class Member who does not object in the manner described above will be deemed to have waived any objection and shall be forever foreclosed from making any objection to the proposed Settlement, the proposed Plan of Allocation, or Lead Counsel’s request for an award of attorneys’ fees and litigation expenses. Class Members do not need to appear at the hearing or take any other action to indicate their approval.

  13. WHAT IF I BOUGHT SHARES ON SOMEONE ELSE’S BEHALF?

    Nominees who purchased or acquired Endo ordinary shares for beneficial owners who are Class Members are directed to: (a) request within seven (7) calendar days of receipt of the Notice additional copies of the Notice and the Claim Form from the Claims Administrator for such beneficial owners; or (b) send a list of the names and addresses of such beneficial owners to the Claims Administrator within seven (7) calendar days after receipt of the Notice. If a nominee elects to send the Notice to beneficial owners, such nominee is directed to mail the Notice within seven (7) calendar days of receipt of the additional copies of the Notice from the Claims Administrator, and upon such mailing, the nominee shall send a statement to the Claims Administrator confirming that the mailing was made as directed, and the nominee shall retain the list of names and addresses for use in connection with any possible future notice to the Class. Upon full compliance with these instructions, including the timely mailing of the Notice to beneficial owners, such nominees may seek reimbursement of their reasonable expenses actually incurred in complying with these instructions by providing the Claims Administrator with proper documentation supporting the expenses for which reimbursement is sought and reflecting compliance with these instructions, including timely mailing of the Notice, if the nominee elected or elects to do so. Such properly documented expenses incurred by nominees in compliance with the terms of these instructions will be paid from the Settlement Fund. Copies of the Notice may also be obtained by calling toll-free 1-855-895-5522, and may be downloaded.

  14. CAN I SEE THE COURT FILE? WHOM SHOULD I CONTACT IF I HAVE QUESTIONS?

    The Notice contains only a summary of the terms of the proposed Settlement. The Notice summarizes the proposed Settlement. For the precise terms and conditions of the Settlement, please see the Stipulation. You may also access the Court docket in this case, for a fee, through the Court’s Public Access to Court Electronic Records (PACER) system at https://pacer.uscourts.gov, or by visiting the office of the Clerk of the Court for the United States District Court, Eastern District of Pennsylvania, James A. Byrne U.S. Courthouse, 601 Market Street, Philadelphia, PA 19106, during regular office hours, Monday through Friday, excluding Court holidays. All inquiries concerning the Notice or the Claim Form should be directed to:

    Endo Securities Litigation
    1650 Arch Street, Suite 2210
    Philadelphia, PA 19103
    Telephone: 1-855-895-5522
    info@EndoSecuritiesLitigation.com
    Claims Administrator

    -or-

    Noam Mandel, Esq.
    ROBBINS GELLER RUDMAN & DOWD LLP
    420 Lexington Avenue, Suite 1832
    New York, NY 10170
    Telephone: 1-800-449-4900
    noam@rgrdlaw.com
    Co-Lead Counsel

    DO NOT CALL OR WRITE THE COURT, DEFENDANTS, DEFENDANTS’ COUNSEL, OR THE OFFICE OF THE CLERK OF COURT REGARDING THE NOTICE.