Common use of THE LITIGATION Clause in Contracts

THE LITIGATION. On November 23, 2015, the action entitled Nallagonda v. Osiris Therapeutics, Inc. et al., Case No. 1:15-cv-03562-PX, was filed in the United States District Court for the District of Maryland, Baltimore Division, on behalf of all persons (other than defendants) who purchased or otherwise acquired Osiris Therapeutics, Inc. (“Osiris” or the “Company”) securities between May 12, 2014 and November 16, 2015, both dates inclusive. The action alleged violations of the federal securities laws and sought remedy under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder. Named as defendants were Osiris, Lode ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Law and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Two days later, on November 25, 2015 the action entitled ▇▇▇▇▇▇▇ v. Osiris Therapeutics, Inc., et al., Case No. 1:15-cv-3290-JGK, was filed in the same court on behalf of a class of investors who purchased securities of Osiris between May 12, 2014 and November 20, 2015. The ▇▇▇▇▇▇▇ action named identical defendants and alleged identical claims for violations of federal securities laws. On February 1, 2016, the ▇▇▇▇▇▇▇ action was voluntarily dismissed by the plaintiff pursuant to Federal Rule of Civil Procedure 41(a)(1)(A)(i). Motions asking the Court to appoint Lead Plaintiff and to approve Lead Plaintiff’s selection of lead counsel were filed on January 22, 2016, and a hearing on those motions was held on March 21, 2016 before the Honorable J. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. The Court entered an order granting investor ▇▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ motion and denying the competing motion. Accordingly, on March 21, 2016, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ was appointed as the Lead Plaintiff and the Court approved Lead Plaintiff’s selection of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP as Lead Counsel and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, P.C. as Liaison Counsel. On October 24, 2017, the Nallagonda case was reassigned from Judge ▇▇▇▇ to the ▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇. Judge Xinis held a status conference on November 1, 2017 at which counsel for the parties sought a delay of proceedings to permit them to engage in mediation with the goal of attempting to resolve this matter. The Court ordered and received several Joint Status reports between November 2017 and March 28, 2018 when counsel for Osiris and Lead Plaintiff informed the Court that after months of arms-length negotiations, a settlement in principal had been achieved. On April 6, 2018, Lead Plaintiff filed an Amended Complaint for Violations of Federal Securities Laws (“AC”). Lead Plaintiff alleges that Defendants engaged in a variety of improper accounting practices artificially inflating reported revenues that violated federal law, including violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. Lead Plaintiff alleged in the AC, among other things, that Defendants made materially false statements, and deceptively omitted material facts, as a consequence of Defendants’ alleged efforts to artificially inflate the Company’s reported revenues and mislead Osiris’s shareholders and the public as to Osiris’s revenue and revenue growth. Lead Plaintiff contends that the alleged material misrepresentations and omissions were made in filings with the SEC, including registration statements, prospectuses, and statements of additional information dating from as early as May 12, 2014, as well as in annual, semi-annual, and quarterly reports, written press releases, letters, and other written communications, as well as in oral communications, including communications by Defendants to investors on conference calls and in statements to analysts. Osiris has restated financial results for the year ended December 31, 2014 and the first three quarters of 2015.

THE LITIGATION. On November 23Plaintiffs allege that on or between March 1 and June 2, 20152023, cybercriminals breached the action entitled Nallagonda v. Osiris Therapeutics, Inc. et al., Case No. 1:15-cv-03562-PX, was filed in the United States District Court for the District computer and information systems of Maryland, Baltimore Division, on behalf of all persons (other than defendants) who purchased or otherwise acquired Osiris Therapeutics, Inc. (“Osiris” or the “Company”) securities between May 12, 2014 ETZ’s ecommerce website support and November 16, 2015, both dates inclusive. The action alleged violations of the federal securities laws accessed personally identifiable information and sought remedy under Sections 10(b) financial account information belonging to ETZ’s current and 20(a) of the Securities Exchange Act of 1934 former customers (the “Exchange ActData Incident”) and Rule 10b-5 promulgated thereunder). Named as defendants Specifically, Plaintiffs allege that the following categories of information were Osiris, Lode ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Law and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Two days later, on November 25, 2015 the action entitled ▇▇▇▇▇▇▇ v. Osiris Therapeutics, Inc., et al., Case No. 1:15-cv-3290-JGK, was filed potentially compromised in the same court Data Incident, including, but not limited to, unencrypted and unredacted names, billing and shipping addresses, and financial information such as credit or debit card information (including card number, expiration date and printed card security code) (collectively, the “Private Information”). ETZ discovered this intrusion on behalf of a class of investors who purchased securities of Osiris between May 12July 10, 2014 2023, and November 20, 2015. The ▇▇▇▇▇▇▇ action named identical defendants and alleged identical claims for violations of federal securities lawstook steps to secure its ecommerce site. On February 1August 3, 20162023, ETZ sent notice of the ▇▇▇▇▇▇▇ action was voluntarily dismissed by the plaintiff pursuant Data Incident to Federal Rule of Civil Procedure 41(a)(1)(A)(i)approximately 42,000 individuals. Motions asking the Court to appoint Lead On August 14, 2023, Plaintiff and to approve Lead Plaintiff’s selection of lead counsel were filed on January 22, 2016, and a hearing on those motions was held on March 21, 2016 before the Honorable J. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇▇▇▇▇”) filed a putative class action complaint against ETZ concerning the Data Incident in the United States District Court for the District of Oregon. The Court entered an order granting investor Plaintiffs ▇▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ motion and denying was added to the competing motion“Litigation” (defined below) through the First Amended Class Action Complaint filed on May 15, 2024 (ECF No. Accordingly19) (referred to herein as the “Complaint”). In January 2024, the Parties began settlement discussions. Shortly thereafter, the Parties agreed to attend a full-day mediation on March 21, 20162024, before the honorable Judge ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ was appointed as the Lead Plaintiff and the Court approved Lead Plaintiff’s selection of (▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP as Lead Counsel .) of JAMS. Prior to the mediation, the Parties engaged in an informal exchange of information and documents and presented their positions and arguments in confidential submissions to Judge ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. At the March 21, P.C. as Liaison Counsel. On October 242024, 2017mediation, the Nallagonda case was reassigned from Judge ▇▇▇▇ Parties were unable to reach an agreement, but continued negotiations which culminated in an agreement, in principle. This accepted agreement is memorialized in this Settlement Agreement. Pursuant to the ▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇. Judge Xinis held a status conference on November 1terms set out below, 2017 at which counsel this Settlement provides for the parties sought a delay resolution of proceedings all claims and causes of action asserted, or that could have been asserted, against ETZ and the “Released Persons” (as defined below) relating to permit them the Data Incident, by and on behalf of “Representative Plaintiffs” (also referred to engage in mediation with the goal of attempting to resolve this matter. The Court ordered and received several Joint Status reports between November 2017 and March 28, 2018 when counsel for Osiris and Lead Plaintiff informed the Court that after months of arms-length negotiations, a settlement in principal had been achieved. On April 6, 2018, Lead Plaintiff filed an Amended Complaint for Violations of Federal Securities Laws (herein as “ACClass Representatives”). Lead Plaintiff alleges that Defendants engaged in a variety of improper accounting practices artificially inflating reported revenues that violated federal law, including violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. Lead Plaintiff alleged in the AC, among other things, that Defendants made materially false statements, and deceptively omitted material facts, “Settlement Class” (as a consequence of Defendants’ alleged efforts to artificially inflate the Company’s reported revenues and mislead Osiris’s shareholders and the public as to Osiris’s revenue and revenue growth. Lead Plaintiff contends that the alleged material misrepresentations and omissions were made in filings with the SEC, including registration statements, prospectuses, and statements of additional information dating from as early as May 12, 2014, as well as in annual, semi-annual, and quarterly reports, written press releases, letters, and other written communications, as well as in oral communications, including communications by Defendants to investors on conference calls and in statements to analysts. Osiris has restated financial results for the year ended December 31, 2014 and the first three quarters of 2015defined below).