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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE MYRIAD GENETICS, INC. STOCKHOLDER DERIVATIVE LITIGATION ) ) C.A. No. 2021-0686-SG STIPULATION OF SETTLEMENT This Stipulation of Settlement (“Stipulation”) is made and entered into as of April 30, 2024, between and among, (a)(i) plaintiffs Donna Hickok (“Hickok”) and Leo Shumacher (“Shumacher”) in the above-captioned consolidated derivative action (the “Action”), and (ii) plaintiff Karen Marcey (“Marcey”) in the derivative action pending in the United States District Court for the District of Delaware, captioned Marcey v. Capone, et al., C.A. No. 1:21-cv-01320-MN (D. Del.) (the “Federal Derivative Action”) (collectively, “Plaintiffs”), derivatively on behalf of Myriad Genetics, Inc. (“Myriad” or the “Company”), (b) defendants Mark C. Capone, Bryan M. Dechairo, R. Bryan Riggsbee, Heiner Dreismann, Walter Gilbert, John T. Henderson, Dennis Langer, Lee N. Newcomer, S. Louise Phanstiel, Colleen F. Reitan, and Lawrence C. Best (the “Individual Defendants”), and (c) nominal defendant Myriad (together with the Individual Defendants, the “Defendants,” and collectively with Plaintiffs, the “Parties” and each a “Party”). This Stipulation sets forth the terms and conditions of the settlement of the Derivative Litigation (as defined in paragraph 1.5 below) (the “Settlement”), subject to the approval of the
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2 Court of Chancery of the State of Delaware (the “Court”), and is intended to fully, finally, and forever compromise, discharge, resolve, release, and settle the Released Claims (as defined in paragraph 1.10 below). SUMMARY OF THE PROCEEDINGS A. Plaintiffs in the Derivative Litigation allege that the Individual Defendants breached their fiduciary duties to Myriad, and engaged in other wrongdoing, by failing to oversee the Company’s making of and/or causing the Company to make false and misleading statements about its product, GeneSight, and a study regarding that product. B. On April 24, 2020, Plaintiff Hickok served an inspection demand on Myriad pursuant to 8 Del. Code § 220 for the production of internal documents. C. Following negotiations between Plaintiff Hickok and Myriad regarding the scope of the inspection demand, the Company made productions to plaintiff Hickok on September 1, 2020, January 15, 2021, and May 28, 2021, comprising 1,775 pages. D. On May 19, 2021, Esther Kogus (“Ms. Kogus”) served an inspection demand on Myriad pursuant to 8 Del. Code § 220 for the production of internal documents. The Company made a production to Ms. Kogus in June 2021. E. On August 9, 2021, Plaintiff Hickok filed a verified shareholder derivative complaint in this Court (the “Hickok Action”) against certain current
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3 and/or former directors and officers of Myriad alleging breach of fiduciary duty, unjust enrichment, and insider trading. F. On September 17, 2021, Plaintiff Marcey filed a verified stockholder derivative complaint in the United States District Court for the District of Delaware (the “Marcey Action”) against certain current and/or former directors and officers of Myriad alleging breach of fiduciary duty, unjust enrichment, waste of corporate assets, insider trading, and violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”). G. On November 19, 2021, the Hickok Action was stayed; provided, however, that any party could terminate the stay upon 30-days’ notice to all parties following a dismissal with prejudice of a factually related federal securities class action, captioned In re Myriad Genetics, Inc. Sec. Litig., No. 2:19-cv-00707-DBB (D. Utah), pending in the United States District Court for the District of Utah (the “Securities Class Action”). H. On December 13, 2021, the judge presiding over the Securities Class Action certified a class of Myriad investors who purchased Myriad securities during the period August 9, 2017 through February 6, 2020. I. On January 4, 2022, the Marcey Action was stayed pending resolution of forthcoming summary judgment motions in the Securities Class Action.
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4 J. On January 18, 2022, Ms. Kogus filed a verified stockholder derivative complaint in this Court (the “Kogus Action”) against certain current and/or former directors and officers of Myriad alleging breach of fiduciary duty, unjust enrichment, and aiding and abetting breaches of fiduciary duty. K. On March 3, 2022, the Hickok Action and the Kogus Action were consolidated as the Action and stayed; provided, however, that any party could terminate the stay upon 30-days’ notice to all parties following a dismissal with prejudice of the Securities Class Action. L. On April 4, 2022, Plaintiffs in this Action designated the verified stockholder derivative action filed in the Hickok Action as the operative complaint in this Action. M. On September 28, 2022, Ms. Kogus passed away. N. In March 2023, per the terms of the orders temporarily staying the Derivative Litigation, counsel for Defendants informed counsel for Plaintiffs that the parties to the Securities Class Action would be participating in a mediation on May 1, 2023. O. Although Plaintiffs did not participate in the mediation, on April 27, 2023, Plaintiffs served a settlement demand on Defendants in an effort to explore resolution of the Derivative Litigation.
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5 P. On or around July 3, 2023, the parties to the Securities Class Action executed a term sheet memorializing the settlement of that action. Q. On or around July 12, 2023, Defendants provided substantive responses to the corporate governance enhancements proposed in Plaintiffs’ April 27, 2023 settlement demand. For the next several months, the Parties engaged in extensive settlement negotiations, both in writing and telephonically. R. On August 3, 2023, the parties to the Securities Class Action signed a stipulation of settlement and moved for preliminary approval of the settlement. S. The Parties in the Derivative Litigation came to an agreement regarding the Corporate Governance Enhancements and executed a Memorandum of Understanding (“MOU”) on or around December 11, 2023. T. Following execution of the MOU, the Parties began to negotiate the amount of the Fee Award (as defined in paragraph 24 below) that Plaintiffs’ Counsel would apply for in connection with the Court’s consideration of the Settlement. U. On April 5, 2024, Ms. Kogus’ grandson Leo Shumacher filed a Suggestion of Death upon the Record in the Action relating to Ms. Kogus. V. On April 16, 2024, Mr. Shumacher filed an Unopposed Motion to Substitute Party Due to Death based, inter alia, upon the transfer of the Myriad stock held by Ms. Kogus to Mr. Shumacher, the designated beneficiary for Ms. Kogus’ Myriad stock shares, upon Ms. Kogus’ death.
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6 W. On April 19, 2024, the Delaware Court of Chancery granted the Unopposed Motion to Substitute Party Due to Death and Ordered that Mr. Shumacher be substituted for Ms. Kogus as a Plaintiff in the Action. X. The Parties agree that Plaintiffs commenced and pursued the Derivative Litigation in good faith. Plaintiffs maintain that entry by Plaintiffs into this Stipulation is not an admission as to the lack of any merit of any claims asserted by Plaintiffs in the Derivative Litigation. Y. Defendants have denied, and continue to deny, that they committed any breach of duty, violated any law, or engaged in any wrongdoing, expressly maintain that they diligently and scrupulously complied with their fiduciary and other legal duties, to the extent such duties exist, and further believe that the Derivative Litigation is without merit. Defendants are entering into this Stipulation to eliminate the uncertainty, burden and expense of further protracted litigation. This Stipulation shall in no event be construed or deemed to be evidence of or an admission or concession on the part of any of the Defendants, with respect to any claim or allegation of any fault or liability or wrongdoing or damage whatsoever, or any infirmity in the defenses that Defendants have, or could have, asserted in the Derivative Litigation. Defendants expressly deny that Plaintiffs have asserted any valid claims as to any of them, and expressly deny any and all allegations of fault, liability, wrongdoing or damages whatsoever.
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7 NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, BY AND AMONG THE PARTIES TO THIS STIPULATION, subject to the approval of the Court pursuant to Rule 23.1 of the Rules of the Court of Chancery of the State of Delaware, that the Derivative Litigation shall be fully and finally compromised and settled, that the Released Claims shall be released by the Releasing Parties (as defined in paragraph 1.14 below) as against the Released Parties (as defined in paragraph 1.12 below), and that the Derivative Litigation shall be dismissed with prejudice, upon and subject to the following terms and conditions, and further subject to the approval of the Court: DEFINITIONS 1. In addition to the terms defined elsewhere in this Stipulation, the following terms have the meanings specified below: 1.1 “Current Myriad Stockholders” means any and all individuals or entities who hold of record, or beneficially own, directly or indirectly, common stock of Myriad as of the close of business on the date the Court enters the Scheduling Order (as defined in paragraph 13 below). 1.2 “Corporate Governance Enhancements” means the Corporate Governance Enhancements set forth in Exhibit A attached to this Stipulation. 1.3 “Defendants’ Released Claims” means any and all claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses,
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8 interest, penalties, sanctions, fees, attorneys’ fees, actions, potential actions, causes of action, suits, judgments, defenses, counterclaims, offsets, decrees, matters, issues and controversies of any kind, nature or description whatsoever (however denominated), whether known or unknown, including Unknown Claims, that Plaintiffs asserted or could have asserted either directly or on behalf of nominal defendant Myriad in the Derivative Litigation or in any other court, tribunal, forum or proceeding, whether based on state, federal, local, foreign, statutory, regulatory, common or other law or rule, and which are based upon, arise out of, or relate in any way to, or involve, directly or indirectly, (a) the actions, inactions, deliberations, disclosures, discussions, decisions, votes, or any other conduct of any kind by any of the Released Defendant Parties (as defined below in paragraph 1.11), relating in any way to any facts, matters, events, circumstances, claims, or allegations alleged or that could have been alleged in the Derivative Litigation, or (b) the institution, commencement, prosecution, defense, mediation, or settlement of the Derivative Litigation. 1.4 “Defendants’ Releasing Parties” means Defendants and their respective agents, spouses, heirs, predecessors, successors, transferors, transferees, personal representatives, representatives and assigns. 1.5 “Derivative Litigation” means, collectively, this Action and the Federal Derivative Action.
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9 1.6 “Effective Date” means the later of (a) the expiration of the time for the filing or noticing of an appeal or motion for reargument or rehearing from the Court’s Order and Final Judgment (as defined below in paragraph 17) approving the Settlement; (b) the date of final affirmance of the Court’s Order and Final Judgment on any appeal or reargument or rehearing; or (c) the final dismissal of any appeal. 1.7 “Plaintiffs’ Counsel” means Levi & Korsinsky, LLP, Rigrodsky Law, P.A., and Schubert Jonckheer & Kolbe LLP. 1.8 “Plaintiffs’ Released Claims” means all claims and causes of action of every nature and description, whether known or unknown, whether arising under federal, state, common or foreign law, including Unknown Claims, that arise out of or relate in any way to Released Plaintiff Parties’ (as defined below in paragraph 1.13) institution, prosecution, or settlement of the Derivative Litigation. 1.9 “Plaintiffs’ Releasing Parties” means Plaintiffs, Myriad, and all Current Myriad Stockholders, whether acting directly, representatively, or derivatively on behalf of Myriad, and their respective agents, spouses, heirs, predecessors, successors, transferors, transferees, personal representatives, representatives and assigns. 1.10 “Released Claim(s)” means Plaintiffs’ Released Claims and Defendants’ Released Claims; provided, however, for the avoidance of doubt, that Released Claims shall not include any claims relating to the enforcement of this
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10 Stipulation or Settlement or any claims by Myriad or the Individual Defendants for insurance coverage or any claims by the Individual Defendants for indemnification or advancement. 1.11 “Released Defendant Parties” means all Defendants in the Derivative Litigation, and any and all of their and Myriad’s respective current or former agents, parents, controlling persons, general or limited partners, members, managers, managing members, direct or indirect equity holders, subsidiaries, affiliates, employees, officers, directors, predecessors, successors, attorneys, heirs, assigns, insurers, reinsurers, consultants, and other representatives, servants and related persons, in their capacities as such. 1.12 “Released Party” or “Released Parties” means each and all of the Released Plaintiff Parties and the Released Defendant Parties. 1.13 “Released Plaintiff Parties” means Plaintiffs and Plaintiffs’ Counsel and each of their respective agents, assigns, and related persons. 1.14 “Releasing Parties” means Plaintiffs’ Releasing Parties and Defendants’ Releasing Parties. 1.16 “Unknown Claims” means any Released Claim which the Releasing Party does not know or suspect to exist in his, her or its favor at the time of the Effective Date as against the Released Parties, including without limitation those
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11 which, if known, might have affected the decision to enter into or object to the Settlement. RELEASES 2. Upon the Effective Date of the Settlement, Plaintiffs’ Releasing Parties, by operation of the Settlement and to the fullest extent permitted by law, shall completely, fully, finally and forever release, relinquish, settle and discharge each and all of the Released Defendant Parties from any and all of the Defendants’ Released Claims. 3. Upon the Effective Date of the Settlement, Defendants’ Releasing Parties, by operation of the Settlement and to the fullest extent permitted by law, shall completely, fully, finally and forever release, relinquish, settle and discharge each and all of the Released Plaintiff Parties from any and all of the Plaintiffs’ Released Claims. 4. The Settlement is intended to extinguish all of the Released Claims by the Releasing Parties as against the Released Parties and, consistent with such intention, upon the Effective Date of the Settlement, the Releasing Parties shall waive and relinquish, to the fullest extent permitted by law, the provisions, rights, and benefits of any state, federal, or foreign law or principle of common law, which may have the effect of limiting the Released Claims. This shall include a waiver of any rights pursuant to California Civil Code § 1542 (and equivalent, comparable, or analogous
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12 provisions of the laws of the United States or any state or territory thereof, or of the common law), 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 THE RELEASED PARTY. 5. Plaintiffs acknowledge, and the Plaintiffs’ Releasing Parties shall be deemed by operation of the entry of the Order and Final Judgment and upon the Effective Date of the Settlement to have acknowledged, that the foregoing waiver in paragraph 4 was expressly bargained for, is an integral term of the Settlement, and was relied upon by each and all of the Released Defendant Parties in entering into the Settlement. 6. Nothing herein shall in any way release, waive, impair, or restrict the rights of any Party to enforce the terms of this Stipulation. SETTLEMENT CONSIDERATION 7. In consideration for the full Settlement and release of the Released Claims, and upon Court approval of the Settlement, Myriad will implement the Corporate Governance Enhancements, attached hereto as Exhibit A. 8. Myriad acknowledges and agrees that the filing of, pendency of, and/or settlement demands made in the Derivative Litigation were a substantial and
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13 material cause, factor or consideration for the Board’s decision to adopt, implement, and/or maintain the Corporate Governance Enhancements. 9. The Corporate Governance Enhancements shall be maintained for a period of not less than four (4) years from the date of adoption, unless (i) the Company is acquired or otherwise undergoes a change of control; (ii) Myriad common stock is no longer listed for trading on any public exchange; or (iii) a majority of the independent directors of the Company determine that any of the enhancements should be amended to comply with applicable law or regulation or protect or serve the best interests of the Company, in which case (a) the Board shall make a formal resolution stating the basis for the determination; and (b) to the extent permitted by applicable law or regulation, the independent directors shall adopt an amended or substitute governance reform that addresses the same or similar goals, purposes and/or functions of the original reform within ninety (90) days of the adoption of the resolution. 10. Myriad acknowledges and agrees that (i) the Corporate Governance Enhancements adopted, implemented, and maintained confer substantial benefits upon Myriad and its stockholders; and (ii) the Board’s commitment to adopt, implement, and maintain the Corporate Governance Enhancements for the term provided will serve Myriad and its stockholders’ best interests, and constitutes fair, reasonable and adequate consideration for Plaintiffs’ release of the derivative claims.
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14 STAY OF PROCEEDINGS 11. Pending approval of the Settlement by the Court, Plaintiffs agree to continue the stay of the Derivative Litigation, and Plaintiffs and Plaintiffs’ Counsel agree not to initiate any other proceedings related to the Derivative Litigation other than those incident to the Settlement itself. 12. The Parties will request that the Court order that, pending approval of the Settlement, Plaintiffs and all Current Myriad Stockholders are barred and enjoined from commencing, prosecuting, instigating or in any way participating in the commencement, prosecution, or instigation of any action asserting any of the Released Claims, either directly, representatively, derivatively, or in any other capacity, against Myriad, the Individual Defendants, or any of the Released Defendant Parties. To ensure compliance with this term, within five (5) business days of submission of this Stipulation to the Court, the Plaintiffs in the Federal Derivative Action will (a) give the United States District Court for the District of Delaware notice of this Stipulation and Settlement, and (b) take all steps necessary to ensure that Federal Derivative Action is stayed pending approval of the Settlement by the Court.
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15 SUBMISSION AND APPLICATION TO THE COURT 13. As soon as reasonably practicable after this Stipulation has been executed, the Parties shall jointly apply for a scheduling order (the “Scheduling Order”), substantially in the form attached hereto as Exhibit B, establishing (a) the procedure for the approval of notice to Current Myriad Stockholders substantially in the form attached hereto as Exhibit C (the “Notice”); and (b) a hearing date for final approval of the Settlement (“Settlement Hearing”). NOTICE 14. Myriad shall undertake the primary responsibility for giving notice to Current Myriad Stockholders, in accordance with the terms of the Scheduling Order, and shall be solely responsible for paying the costs and expenses associated with providing the notice described in this paragraph. By no later than sixty (60) calendar days prior to the date the Court sets for the Settlement Hearing, Myriad shall mail the Notice, substantially in the form attached hereto as Exhibit C, to all record stockholders of Myriad at their respective addresses currently set forth in Myriad’s stock records. In addition, the Company shall use reasonable efforts to give notice to all beneficial owners of Myriad stock by filing copies of this Stipulation and the Notice as exhibits to a Form 8-K with the United States Securities and Exchange Commission.
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16 15. Counsel for Defendants shall, at least ten (10) business days before the Settlement Hearing, file with the Court an appropriate affidavit with respect to compliance with the requirements set forth in the foregoing paragraph. ORDER AND FINAL JUDGMENT 16. If the Settlement (including any modifications thereto made with the consent of the Parties as provided for herein) shall be approved by the Court following the Settlement Hearing as fair, reasonable, and adequate and in the best interests of Myriad, the Parties shall jointly request that the Court enter an order substantially in the form attached hereto as Exhibit D (the “Order and Final Judgment”). 17. The Order and Final Judgment shall, among other things, provide for full and complete dismissal of the Action with prejudice, and the Settlement and release of the Released Claims by the Releasing Parties as against the Released Parties. 18. Within ten (10) business days of the Register in Chancery entering and docketing the Order and Final Judgment, Plaintiff in the Federal Derivative Action shall file a copy of the Order and Final Judgement and seek as expeditiously as possible the dismissal with prejudice of that action. COOPERATION 19. The Parties and their respective counsel agree to cooperate fully with one another in seeking the Court’s approval of the Settlement, and to use their best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things
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17 reasonably necessary, proper, or advisable under applicable laws, regulations, and agreements to obtain the Court’s approval of the Settlement, consummate and make effective, as promptly as practicable, this Stipulation and the Settlement provided for hereunder (including, but not limited to, using their best efforts to resolve any objections raised to the Settlement) and the dismissal of the Derivative Litigation with prejudice without costs, fees or expenses to any Party (except as provided for herein). 20. Without further order of the Court, the Parties may agree to reasonable extensions of time not expressly set forth by the Court in order to carry out any provisions of this Stipulation. CONDITIONS OF SETTLEMENT 21. The Settlement is conditioned upon the fulfillment of each of the following: 21.1 The entry by the Court of an Order and Final Judgement in the form attached hereto as Exhibit D approving the proposed Settlement and dismissing the Action with prejudice without the award of any damages, costs, fees or the grant of any further relief except for an award of fees and expenses to Plaintiffs’ Counsel and service awards to Plaintiffs that the Court may make as contemplated herein; 21.2 Occurrence of the Effective Date of the Settlement; 21.3 The dismissal with prejudice of the Federal Derivative Action, without the award of any damages, costs, fees or the grant of any further relief except for an
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18 award of fees and expenses to Plaintiffs’ Counsel that the Court may make as contemplated herein; 21.4 With respect to the Federal Derivative Action, entry of an order dismissing the action with prejudice being finally affirmed on appeal or such order of dismissal with prejudice not being subject to appeal (or further appeal) by lapse of time or otherwise. 22. In the event that the proposed Settlement is rendered null and void for any reason, the existence of or the provisions contained in this Stipulation or any term sheet or other document relating to the terms of the proposed Settlement shall not be deemed to prejudice in any way the respective positions of the Parties with respect to the Derivative Litigation; nor shall they be deemed a presumption, a concession, or an admission by the Parties of any fault, liability, wrongdoing or damages whatsoever as to any facts, claims or defenses that have been or could have been alleged or asserted in the Derivative Litigation, or any other action or proceeding or each thereof; nor shall they be interpreted, construed, deemed, invoked, offered, or received in evidence or otherwise used by any person in the Derivative Litigation, or in any other action or proceeding. WARRANTY AND NON-ASSIGNMENT OF CLAIMS 23. Plaintiffs and Plaintiffs’ Counsel represent and warrant that none of Defendants’ Released Claims have been assigned, encumbered, or in any manner
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19 transferred in whole or in part, and that neither Plaintiffs nor Plaintiffs’ Counsel will attempt to assign, encumber, or in any way transfer, in whole or in part, any of Defendants’ Released Claims. ATTORNEYS’ FEES 24. After negotiation of the principal terms of the Settlement, including the Corporate Governance Enhancements and the definition of Released Claims, the Parties began negotiations regarding the amount of attorneys’ fees and expenses that Plaintiffs’ Counsel would request they be paid in connection with the Settlement of the Derivative Litigation. After extensive, arm’s-length negotiations, the parties agreed that Plaintiffs’ Counsel will apply to the Court for an award of attorneys’ fees and expenses not to exceed $950,000 in the aggregate (the “Fee Award”), and that Defendants will not oppose or object to the requested Fee Award. 25. The Court may consider and rule upon the fairness, reasonableness, and adequacy of the Settlement independently of Plaintiffs’ Counsel’s requested Fee Award. The failure of the Court to approve the requested Fee Award, in whole or in part, shall have no effect on the validity of the Settlement or delay the enforceability of the Settlement, and final resolution by the Court of the requested Fee Award shall not be a precondition to the dismissal with prejudice of the Derivative Litigation. Any failure of the Court to approve the requested Fee Award, in whole or in part, shall not provide any of the Parties with the right to terminate the Settlement.
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20 26. Myriad shall pay and/or cause to be paid any fee award entered by the Court as provided by the terms of such order within twenty (20) business days of entry of such order and Plaintiffs’ Counsel providing Myriad’s counsel with the necessary information required for payment by check or a wire-transfer, including a signed W- 9 and a tax ID number, with the fee award to be held in the client trust account of Schubert Jonckheer & Kolbe LLP. Any payment of any fee award provided herein shall be subject to Plaintiffs’ Counsel’s obligation to make refunds or repayments to Myriad of any amounts paid, if the Settlement is terminated pursuant to the terms of this Stipulation or fails to become effective for any reason, or if, as a result of any appeal of further proceedings on remand or successful collateral attack, the award of attorney’s fees and/or expenses is reduced or reversed by final non-appealable court order. 27. Plaintiffs may seek the Court’s approval of reasonable service awards for each Plaintiff, to be paid from the fee award, and Defendants shall not oppose any such request. 28. Plaintiffs’ Counsel shall allocate any fee award among themselves. Defendants and their counsel take no position with respect to, and shall have no liability for, the allocation of any fee award among Plaintiffs’ Counsel, including, for the avoidance of doubt, any fees or costs associated with a mediation and/or
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21 arbitration required to resolve any dispute among Plaintiffs’ Counsel regarding allocation of the fee award. STIPULATION NOT AN ADMISSION 29. Neither this Stipulation nor the Settlement, nor any act or omission taken in connection with this Stipulation or the Settlement, is intended or shall be deemed to be a presumption, concession or admission by: (a) any of the Defendants or any of the Released Defendant Parties as to the validity of any claims, causes of action or other issues that were or could have been raised in the Derivative Litigation or in any other litigation, or to be evidence of or constitute an admission of wrongdoing or liability by any of them, and each of them expressly denies any such wrongdoing or liability; or (b) Plaintiffs as to the lack of merit of any claim or the validity of any defense. 30. Any communications related to the Settlement, their contents or any of the negotiations, statements, or proceedings in connection therewith shall not be offered or admitted in evidence or referred to, interpreted, construed, invoked, or otherwise used by any person for any purpose in the Derivative Litigation or otherwise, except as may be necessary to effectuate the Settlement. NO WAIVER 31. Any failure by any Party to insist upon the strict performance by any other Party of any of the provisions of the Settlement shall not be deemed a waiver of any
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22 of the provisions of the Settlement, and such Party shall have the right thereafter to insist upon the strict performance of any and all of the provisions of the Settlement. All waivers must be in writing and signed by the Party against whom the waiver is asserted. 32. No waiver, express or implied, by any Party of any breach or default in the performance by any other Party of its obligations pursuant to the Settlement shall be deemed or construed to be a waiver of any other breach, whether prior, subsequent or contemporaneous, under the terms of the Settlement. BREACH 33. The Parties agree that in the event of any breach of the Settlement, all of the Parties’ rights and remedies at law, equity, or otherwise, are expressly reserved. GOVERNING LAW 34. This Stipulation and the Settlement contemplated by it shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflict of laws principles. ENTIRE AGREEMENT; AMENDMENTS 35. This Stipulation constitutes the entire agreement among the Parties with respect to the subject matter hereof, and may be modified or amended only by a writing signed by the signatories hereto.
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23 COUNTERPARTS 36. This Stipulation may be executed in multiple counterparts by the signatories hereto, including by facsimile, and as so executed shall constitute one agreement. SUCCESSORS AND ASSIGNS 37. Except as expressly provided for herein, this Stipulation, and all rights and powers granted hereby, shall be binding upon and inure to the benefit of the Parties and their respective agents, executors, heirs, successors, affiliates and assigns. COMPLIANCE WITH ETHICAL RULES 38. The Parties agree that throughout the course of the litigation, all Parties and their counsel complied with the provisions of Rule 11 of the Rules of the Court of Chancery of the State of Delaware and that the Order and Final Judgment submitted to the Court will contain a statement to reflect this compliance. JURISDICTION 39. Any action related to: (i) implementing and enforcing the Settlement; or (ii) the allocation of any Fee Award among Plaintiffs’ Counsel should alternative dispute resolution before a mediator prove unsuccessful, shall be filed and litigated exclusively in the Court. Each Party (i) consents to personal jurisdiction in any such action brought in the Court, (ii) consents to service of process by registered mail (with a copy to be delivered at the time of such mailing to counsel for each Party by facsimile or electronic mail) upon such Party and/or such Party’s agent for purposes
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24 of such action, (iii) waives any objection to venue in the Court and any claim that Delaware or the Court is an inconvenient forum for such action, and (iv) waives any right to demand a jury trial as to any such action. AUTHORITY 40. The undersigned attorneys represent and warrant that they have the authority from their client(s) to enter into this Stipulation and bind their client(s) thereto. DATED: April 30, 2024 OF COUNSEL: SCHUBERT JONCKHEER & KOLBE LLP Robert C. Schubert Willem F. Jonckheer 2001 Union Street, Suite 200 San Francisco, California 94111 (415) 788-4220 DELEEUW LAW LLC /s/ P. Bradford deLeeuw P. Bradford deLeeuw (#3569) 1301 Walnut Green Road Wilmington, Delaware 19807 (302) 274-2180 RIGRODSKY LAW, P.A. /s/ Seth D. Rigrodsky Seth D. Rigrodsky (# 3147) 300 Delaware Avenue, Suite 210 Wilmington, Delaware 19801 Tel.: (302) 295-5310 In re Myriad Genetics, Inc. S’holder Deriv. Litig., C.A. No. 2021-0686-SG (Del. Ch.) Co-Lead Counsel
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25 LEVI & KORSINSKY, LLP Gregory M. Nespole Correy A. Suk 33 Whitehall Street, 17th Floor New York, New York 10004 (212) 363-7500 Marcey v. Capone, et al., C.A. No. 1:21-cv-1320 (D. Del.) Counsel for Plaintiff Karen Marcey BIELLI & KLAUDER, LLC /s/ Ryan M. Ernst Ryan M. Ernst (No. 4788) 1204 N. King Street Wilmington, DE 19801 (302) 803-4600 OF COUNSEL: SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Winston P. Hsiao 300 South Grand Avenue, Suite 3400 Los Angelese, California 90071 (213) 687-5000 Scott D. Musoff 1 Manhattan West New York, New York 10001 (212) 735-3000 MINTZ, LEVIN, COHN, FERRIS, GLOVSKY and POPEO, P.C. John F. Sylvia One Financial Center Boston, Massachusetts 02111 (617) 542-6000 /s/ Kevin M. Gallagher Kevin M. Gallagher (#5337) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 (302) 651-7700 Attorneys for Defendants Mark C. Capone, Bryan M. Dechairo, R. Bryan Riggsbee, Lawrence C. Best, Heiner Dreismann, Ph.D., Walter Gilbert, Ph.D., John T. Henderson, M.D., Dennis Langer, M.D., J.D., Lee N. Newcomer, M.D., S. Louise Phanstiel, and Colleen F. Reitan and Nominal Defendant Myriad Genetics, Inc.