Mgmt Liability Report - Advisen Ltd. · PDF fileBausch & Lomb disclosed that it had agreed to pay $ 42 million to settle the class-action lawsuit by shareholders, filed on grounds

Client Report – Management Liability Focus

Bausch & Lomb Incorporated_________________________________________________________________________

Company Profile

Location 1 Bausch and Lomb PlRochester, NYwww.bausch.com

Company Type Private (Formerly Public)

Formerly Known As N/A

SIC Code 3851

SIC Code Description Ophthalmic Goods

Established 1998

Sales (in millions) $1,410.80

Employees 11,000

Total OSHA Violations 59

OSHA is an arm of the Department of Labor that conducts inspections of company facilities with the goal of preventing work-related injuries, illnesses and deaths. Worksites that do not meet health and/or safety standards at the time of inspection may receive an OSHA violation.

Credit Details

Overall Credit Risk High Risk

Number of Legal Derogatory Items

17

Liability Amount $21,925.00

Experian Intelliscore 28.00

Experian Intelliscore Percentile 17.00 % of companies score lower and have higher credit risk

Experian Commercial IntelliscoreSM is an all-industry commercial model using business information to predict business risk. Its predictiveness is among the best on the market todayThe objective of the Commercial Intelliscore Model is to predict seriously derogatory payment behavior. Possible score range from 0 to 100, where 0 is high risk and 100 is low risk-Liability Amount is the total dollar amount of debtor’s legal liability,including accounts in collection, tax liens,judgments and/or bankruptcies-The Number of Legal Derogatory items are the sum of Tax-Lien Count, Bankruptcy,Judgment, Collection-Counter and UCC Derog

Litigation & Losses

Business Description

Bausch & Lomb Incorporated is one of the best-known and most respected healthcare companies in the world. Its core businesses include contact lenses and lens care products, ophthalmic surgical devices and instruments, and ophthalmic pharmaceuticals. Founded in 1853, the company is headquartered in Rochester, NY, and employs roughly 11,000 people worldwide. Its products are available in more than 100 countries.

For more information contact your Advisen rep at +1.212.897.4800, email [email protected], or visit www.advisen.com

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Top Company Management Liability Cases by Settlement Amount

Company Acc/Filing Date

Amount(in millions)

Category Subtype Docket Number Court State

Bausch & Lomb Incorporated

5/10/1994 $76.55 Business & Trade Practices

Sales Practices 1994 CV 01144 Alabama

On May 10, 1994, a class action lawsuit was filed against the Bausch & Lomb Inc. (the Defendant) in the U.S. District Court Northern District of Alabama (Western) claiming that the Defendant sold the same product under four different brand names at widely varying prices, in effect defrauding customers who believed they were getting different products. According to the complaint, the Defendant falsely advertised, marketed, named, priced, distributed and/or sold the products so as to deceive the consumer into believing that the products were of different grade, character or quality, each suitable for use for only a specific time and/or needing replacement on a regular basis, when in fact the Optima, Medalist and See Quence 2 were all the same product. On November 7, 1996, the court granted the motion for final approval of the $68 million class action settlement, including approval of class counsel's attorney's fees & costs awarding $8,000,000.00 as attorney's fees and $550,000.00 as expenses to class counsel. The case is dismissed with prejudice.

Medtronic Spine LLC 5/22/2008 $75.00 Business & Trade Practices

Billing Fraud Unknown New York

On May 22, 2008, Medtronic Spine LLC, the corporate successor to Kyphon Inc., has agreed to pay the United States $75 million to settle allegations that it caused the submission of false claims to Medicare. The government alleged that Kyphon caused the submission of fraudulent claims for its kyphoplasty procedure, which is a minimally-invasive surgery used to treat compression fractures of the spine caused by osteoporosis, cancer or benign lesions. The United States alleged that Kyphon engaged in a seven-year marketing scheme that resulted in certain hospitals billing Medicare for certain kyphoplasties performed on an inpatient basis rather than less costly and clinically appropriate outpatient kyphoplasty treatment. This conduct resulted in the Medicare program paying more for certain inpatient kyphoplasty procedures. This civil settlement resolves allegations against Kyphon that were filed in Buffalo, N.Y., by two former employees of Kyphon. Their action was filed under the qui tam provisions of the federal False Claims Act, which permits private citizens to bring lawsuits on behalf of the United States and receive a portion of the proceeds of a settlement or judgment awarded against a defendant. The private citizens in this action will receive a total of $14.9 million as their statutory share of the proceeds of this settlement. In conjunction with the $75 million settlement, Kyphon has entered into a Corporate Integrity Agreement with the U.S. Department of Health and Human Services, Office of Inspector General. The Corporate Integrity Agreement contains measures to ensure compliance with Medicare regulations and policies in the future.

Bausch & Lomb 6/6/1994 $42.00 Securities Securities Class Action 1994 CV 6270 New York

The SEC alleged that Bausch & Lomb, a company with international operations based in Rochester, N.Y., overstated its 1993 revenue by $ 42.1 million and its net income by at least $ 17.6 million, or 11 percent, in its reports filed with the agency in 1993 and 1994. The company corrected its financial statements last year. Bausch & Lomb disclosed that it had agreed to pay $ 42 million to settle the class-action lawsuit by shareholders, filed on grounds of the alleged overstatement of earnings. Bausch & Lomb said its insurance company will pay a substantial portion of the $ 42 million settlement. The eyewear maker said it will take a special charge against its fourth-quarter earnings of some $ 13 million after taxes, or 24 cents a share, to cover the remainder.

CBT Group, PLC 10/2/1998 $32.00 Securities Securities Class Action 1998 CV 21014 California

According to closing Order, dated February 27, 2004, from U.S. Distric Judge Ronald M. Whyte of the U.S. District Court for the Northern District of California, the case was dismissed with prejudice. In a Press Release dated December 1, 2003, SkillSoft PLC, formerly CBT Group, PLC, announced that it has agreed to settle the class action lawsuit filed against the Company, one of its subsidiaries and certain of its former and current officers and directors in 1998. Under the terms of the settlement, the Company will make a $10 million cash payment within 30 days and an additional $6 million payment in mid-2004. The Company's insurance carriers will pay an additional $16 million for total settlement payments of $32 million. According to a Form 10-K, at the end of its fiscal third quarter of 1998, several purported class action lawsuits were filed in the United States District Court for the Northern District of California against CBT Group, one of its subsidiaries and certain members of its former and current officers and directors alleging violations of the federal securities laws. It has been alleged in these lawsuits that the company misrepresented or omitted to state material facts regarding business and financial condition and prospects in order to artificially inflate and maintain the price of its ADSs, and misrepresented or omitted to state material facts in its registration statement and prospectus issued in connection with its merger with ForeFront, which also is alleged to have artificially inflated the price of the company's ADSs. The original complaint alleged that defendats violated federal securities laws by making misrepresentations about CBT Group's business, earnings growth and financial statements and its ability to continue to achieve profitable growth.

SkillSoft 11/22/2002 $30.50 Securities Securities Class Action 2002 CV 544 New Hampshire

The original complaint charges that during the Class Period, the defendants and its predecessors issued and/or failed to correct false and misleading financial statements and press releases concerning the Company's publicly reported revenues and earnings directed to the investing public. Specifically, (1) SmartForce improperly recognized revenue under a reseller arrangement, resulting in the booking of revenue before it was received from the resellers; (2) SmartForce recognized revenue for software sales upon shipment, even though the payment schedules for those contracts extended over several years; (3) SmartForce recognized revenue in connection with other customer contracts upon execution of those contracts, even though the terms were four to five years in length; (4) lastly, SmartForce improperly accounted for bad debt, causing an increase in its reserve. On November 19, 2002, SmartForce shocked the market by announcing that it intended to restate the historical financial statements of SmartForce for 1999, 2000, 2001 and the first two quarters of 2002. In the process of preparing the closing balance sheet of SmartForce as of September 6, 2002, SmartForce identified several accounting issues that required the pre-merger SmartForce financial statements to be restated. In response to this announcement, the market reacted sharply and swiftly. The shares of SmartForce dropped 33.7% to close at $3.07. As a result of the restatement, SmartForce was forced to delay the release of its operating results for the quarter ended October 31, 2002. SmartForce stated that it could not currently determine when it would be in a position to file the Form 8-K amendment and report its third quarter results. On October 31, 2003, Lead Plaintiffs filed Consolidated Class Action Complaints for violations of the Securities Act of 1933 and the Securities Exchange Act of 1934. The 1933 Act Consolidated Complaint allegations arise from the September 2, 2002 merger of SkillSoft Corp. and SmartForce PLC, which resulted in a combined company named SkillSoft PLC, and is brought on behalf of a class consisting of all persons who exchanged their shares of SkillSoft Corp. for SmartForce ADSs and continued to hold those ADSs as of November 18, 2002 and were damaged thereby. The 1934 Act Consolidated Complaint is brought on behalf of persons or entities who: i) purchased SmartForce (or its predecessor company CBT Group PLC) ADSs trading on NASDAQ under the ticker symbol SMTF or CBTSY from April 27, 1999 through September 6, 2002; ii) exchanged common stock of SkillSoft Corp. for ADSs of SmartForce in connection with the merger between SmartForce and SkillSoft Corp. on September 6, 2002; or iii) purchased or acquired SmartForce PLC and/or SkillSoft PLC ADSs from September 6, 2002 through and including November 18, 2002. According to the Plaintiff's Co-Lead Counsel's website, Lead Plaintiffs, Defendant SkillSoft and the Individual Defendants agreed to settle the claims against these Defendants and, on July 22, 2004, entered into a Stipulation of Settlement. On July 29, 2004 Chief Judge Paul Barbadoro signed an order granting preliminary approval of the proposed partial settlement and certifying, for purposes of this settlement, the Class. Pursuant to the terms of the proposed partial settlement, a Settlement Fund in the amount of $30,500,000, plus interest that accrues on the fund prior to distribution, has been created for the benefit of the Class. A hearing to determine, among other things, whether the proposed partial settlement is fair, reasonable and adequate was held on September 29, 2004. Judge Barbadoro signed Orders granting Final Approval of this partial Settlement and awarding Attorneys' fees and reimbursement of expenses that same day. In a press release dated July 5, 2005, SkillSoft PLC announced that it has concluded negotiations with its lead director and officer insurance carrier, AIG, with respect to AIG's contribution to the settlement of the 2002 securities class action lawsuit, the related litigation and certain costs related to the SEC investigation. The parties have entered into an agreement that provides for the payment by AIG to the Company of $15 million in exchange for a release and other customary terms and conditions. The Company anticipates receiving the payment before July 31, 2005. The Company settled the 2002 securities class action in March 2004 for $30.5 million.

InterMune Inc 10/26/2006 $30.20 Business & Trade Practices

Marketing Practices 06-728 Washington


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On October 26, 2006, InterMune, Inc. (InterMune or Company) has agreed to pay the United States more than $36.9 million to resolve criminal charges and civil liabilities in connection with its alleged illegal promotion and marketing of Actimmune. The settlement resolves allegations that InterMune knowingly caused the submission of false and fraudulent claims for Actimmune that were not eligible for reimbursement because they were for unnecessary and/or off label uses. InterMune will pay $30.2 million for losses suffered by the federal portion of the Medicaid program, the Medicare Program, the Veteran's Administration, the Department of Defense and the Federal Employees Health Benefits program. Under separate civil settlement agreements with the states, the company will also pay nearly $6.7 million to state Medicaid programs. The criminal investigation will be resolved by the filing of information against InterMune and the company's entry into a deferred prosecution agreement (DPA) with the United States. InterMune is charged with one count of violating the Food, Drug, and Cosmetic Act (FDCA) by promoting, with intent to defraud or mislead, its drug Actimmune for the treatment of idiopathic pulmonary fibrosis (IPF) or lung scarring, a condition for which Actimmune has not been approved by the Food and Drug Administration (FDA). It is further alleged that InterMune acted with an intent to defraud or mislead, thereby elevating the charge to a felony violation of the FDCA. Under the terms of the DPA, the Justice Department agrees to recommend to the court that prosecution of InterMune be deferred for a period of two years, contingent upon the company's past and future cooperation in the investigation as well as on its continued efforts to implement comprehensive changes to its compliance policies. Actimmune was approved by the FDA for the treatment of chronic granulomatous disease (disorders of the immune system that are caused by defects in the immune system cells) and severe, malignant osteopetrosis (disease resulting in increased susceptibility to infection and an overgrowth of bony structures that may lead to blindness and/or deafness). However, the vast majority of Actimmune sales during the period of August 2002 through January 2003 were attributable to prescriptions for the treatment of IPF for which there is no FDA-approved treatment. In addition to the other components of the settlement, InterMune agreed to enter a five-year Corporate Integrity Agreement with the Office of Inspector General for the Department of Health and Human Services.


1/1/1988 $17.50 Management & Strategy

Anti-trust Unknown Florida

Bausch & Lomb will pay $ 17.5 million in rebates and offer discounts to settle charges that it conspired to force customers to buy its replacement contact lenses through optometrists, officials said Tuesday. The agreement resolves antitrust claims filed in 1994 against the lens maker by New York, Texas and 30 other states and a consumer class. Bausch & Lomb admitted no wrongdoing. Bausch & Lomb will pay $17.5 million - at least $9.5 million worth of benefits to consumers or the settlement fund, and $8 million to the settlement fund. A portion of the $8 million will pay for the advertising campaign to tell consumers how to receive the benefits. Bausch & Lomb will change restrictive practices that were challenged by the Attorneys General.

Rural/Metro Corporation 9/2/1998 $15.00 Securities Securities Class Action 1999 CV 822 Arizona

According to the Company's Form 10-K for the fiscal year ended June 30, 2004, after a hearing on the final settlement agreement, the court entered an order approving the settlement and dismissing the Ruble case with prejudice on December 10, 2003. The state action filed on August 25, 1998 in Pima County, Arizona Superior Court, which contained virtually identical allegations as the federal action, was dismissed with prejudice on January 13, 2004. By the Notice of Pendency and Proposed Settlement, the parties reached an agreement-in-principle to settle the action. The proposed settlement creates a fund in the amount of $15 million in cash and will include interest that accrues on the fund prior to distribution (the "Settlement Fund"). Based on Representative Plaintiffs' estimate of the number of shares entitled to participate in the settlement, and the anticipated number of claims to be submitted by Class Members, the average distribution per share would be approximately $3.30 before deduction of court-approved fees and expenses. If the settlement is approved by the Court, counsel for the plaintiffs will apply to the Court for attorneys' fees of 25% of the settlement proceeds and reimbursement of out-of-pocket expenses not to exceed $750,000 to be paid from the settlement proceeds. If the amount requested by counsel is approved by the Court, the average cost per share would be $0.99. The average cost per share could vary depending on the number of shares for which claims are filed. Also, Rural/Metro and certain of its former officers and directors were named in another purported class-action lawsuit in 1998. Haskell v. Rural/Metro Corporation, et al. Haskell was filed August 25, 1998 in Pima County, Arizona, Superior Court. The lawsuits, which contained virtually identical allegations, were brought on behalf of a class of persons who purchased the company's publicly traded securities including its common stock between April 28, 1997 and June 11, 1998. The Haskell case was stayed while the Ruble case moved forward. In March 2002, the court dismissed claims against some of the individual defendants in the Ruble case, allowing only limited claims against the Company and Warren Rustand, the Company's former CEO, to proceed. According to the terms of the Ruble settlement, both the Ruble and Haskell cases will be dismissed.


The complaint alleges that defendants violated the federal securities laws by issuing false and misleading statements concerning the company s business prospects, revenue and net income. When the company finally revealed an accurate description of the company s true financial condition, the stock price dropped precipitously, thereby resulting in substantial damages to shareholders. Pursuant to a Stipulation of Settlement executed by the parties and submitted to the Court on August 2, 2004, the parties reached an agreement in principle to settle the litigation for $12,500,000.

Bridgepoint Education, Inc.

1/1/2011 $10.80 Employment Wage and Hour 37-2011-00086135-CU-OE-CTL

California

On February 17, 2011, a complaint was filed against Bridgepoint Education, Ashford University, LLC, and certain employees as defendants in the Superior Court of the State of California in San Diego. The case was captioned Stevens v. Bridgepoint Education, Inc. The complaint generally alleges that the plaintiffs and similarly situated employees were improperly denied certain wage and hour protections under California law. In October 2011, the cases captioned Moore v. Ashford University, LLC filed in April 2011 and Sanchez v. Bridgepoint Education, Inc. filed in May 2011 were consolidated with Stevens v. Bridgepoint Education, Inc., with Stevens v. Bridgepoint Education, Inc. designated as the lead case, as the three cases involve common questions of fact and law. In March 2012, the parties entered into a memorandum of understanding with the plaintiffs of the above named cases to memorialize the terms of a settlement agreement among the parties. In April 2012, the company signed a settlement agreement with the plaintiffs which did not change the terms of the memorandum of understanding. Under the settlement agreement, which is pending court approval, the company agreed to pay to the plaintiffs an amount to settle their claims, plus any related payroll taxes. The company accrued a $10.8 million expense in connection with the settlement agreement during the six months ended June 30, 2012. On May 15, 2012, the Court granted preliminary settlement approval. On August 24, 2012, the Court granted final approval of the class action settlement and entered a final judgment in accordance with the terms of the settlement agreement.

InterMune, Inc. 6/25/2003 $10.40 Securities Securities Class Action 2003 CV 2954 California

According to the Final Judgment and Order of Dismissal with Prejudice, entered on August 29, 2005, from U.S. District Judge Honorable Susan Illston of the U.S. District Court for the Northern District of California, the case is settled and the action is dismissed with prejudice. As reported by the Company's Form 10-Q for the quarterly period ended June 30, 2005, on May 6, 2005 the parties entered into a Stipulation of Settlement of the litigation pursuant to which the plaintiff class would receive $10.4 million in exchange for a complete release of claims set forth in the complaint that arose during the period August 8, 2002 to June 11, 2003. On June 27, 2005, the court granted preliminary approval of the Stipulation of Settlement, ordered that notice be given to the affected shareholders, and set a date of August 26, 2005 for a hearing on final approval. The Stipulation of Settlement is subject to a number of conditions, including but not limited to, court approval. On June 24, 2005, the court granted preliminary approval to the settlement, ordered notice to be provided to class members and set a hearing for August 26, 2005 to consider final approval. The settlement will be funded in large part by the Company's insurance carrier. Earlier, according to the same SEC filing, four purported securities class actions were filed in the same court, each making identical or similar allegations against the Company, its former chief executive officer and former chief financial officer. On November 6, 2003, the various complaints were consolidated into one case by order of the court, and on November 26, 2003, a lead plaintiff, Lance A. Johnson, was appointed. A consolidated complaint titled In re InterMune Securities Litigation, No. C 03-2954 SI, was filed on January 30, 2004. The consolidated amended complaint named the Company, and its former chief executive officer and its former chief financial officer, as defendants and alleges that the defendants made certain false and misleading statements in violation of the federal securities laws, specifically Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5. The lead plaintiff sought unspecified damages on behalf of a purported class of purchasers of the Company's common stock during the period from January 7, 2003 through June 11, 2003. The Company and the other defendants filed a motion to dismiss the complaint on April 2, 2004, which was granted in part and denied in part. Plaintiffs filed a second amended complaint on August 23, 2004, and the defendant filed in a motion to dismiss the second amended complaint on October 7, 2004. The original Complaint charges that Defendants violated Section 10(b) and 20(a) of the Securities Exchange Act of 1934 by making false and misleading statements about one of its leading products, Actimmune. Specifically, the complaint alleges that defendants were aware that demand for Actimmune was declining because: (1) the most recent clinical study showed that Actimmune was not effective in


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the treatment of certain pulmonary diseases, (2) Actimmune inventory levels were increasing, and (3) doctor demand was falling due, in part, to the Company's decision to curtail physician education, the lifeblood of InterMune's off-label sales of Actimmune. However, despite this knowledge, the Company falsely stated during the class period that it was on course to meet projected revenue figures, which had not been previously reduced to reflect lowered demand for the drug. The complaint further alleges that on or around June 11, 2003, the Company announced that it was cutting its 2003 revenue guidance figures and slashing projected earnings from Actimmune. The Company also announced it had overstated the number of patients using Actimmune and that, contrary to its earlier representations, demand for Actimmune from physicians was flat. These disclosures sent the Company's stock price plummeting to $16.74, a 33% one-day fall.

Wright Medical Group Inc 1/1/2007 $7.90 Business & Trade Practices

Bribery Unknown Tennessee

On October 1, 2010, Wright Medical Technology, Inc. has agreed to pay $7.9 million to settle government accusations of paying kickbacks to orthopedic surgeons who pushed its hip and knee implants onto patients. The agreement ends an industry-wide investigation by federal authorities that has resulted in hundreds of millions of dollars in settlements from other orthopedic device makers as well. The Wright Medical kickback settlement agreement was announced by the Department of Justice (DOJ) on Thursday and also includes a corporate compliance agreement and federal monitoring. The company is the last of six implant manufacturers to settle charges with the DOJ, including DePuy Orthopaedics, Inc., Zimmer Holdings, Inc., Stryker Orthopaedics, Inc., Biomet, Inc., and Smith & Nephew, Inc. All of the companies were accused of using consultant agreements with orthopedic surgeons to get them to use their hip and knee implants. The DOJ says that the kickback scheme lasted from 2002 through 2007, when most of the companies reached settlements. The companies paid a combined total of $310 million to settle the charges and their activities were monitored until March 2009, when the charges were officially dropped after it was determined that they had remained in compliance with their agreements. Wright has agreed to 12 months of federal monitoring, after which the DOJ will drop its criminal charges if the company maintains compliance; an agreement known as a Deferred Prosecution Agreement (DPA). The $7.9 million is a civil settlement with DOJ and the U.S. Department of Health and Human Services, Office of Inspector General (HHS-OIG) for fraudulent marketing practices in violation of the False Claims Act. It has also agreed to sign a five-year Corporate Integrity Agreement (CIA) with HHS-OIG. Similar CIAs are still in effect for DePuy, Zimmer and the other companies until September 2012. The payment of kickbacks to orthopedic surgeons for using certain implants has caused particular concerns amid a number of recalls and problems that have surfaced among some devices sold by these companies.


Marketing Practices Unknown California

On October 26, 2006, InterMune, Inc. (InterMune or Company) has agreed to pay the United States more than $36.9 million to resolve criminal charges and civil liabilities in connection with its alleged illegal promotion and marketing of Actimmune. The settlement resolves allegations that InterMune knowingly caused the submission of false and fraudulent claims for Actimmune that were not eligible for reimbursement because they were for unnecessary and/or off label uses. InterMune will pay $30.2 million for losses suffered by the federal portion of the Medicaid program, the Medicare Program, the Veteran's Administration, the Department of Defense and the Federal Employees Health Benefits program. Under separate civil settlement agreements with the states, the company will also pay nearly $6.7 million to state Medicaid programs. The criminal investigation will be resolved by the filing of information against InterMune and the company's entry into a deferred prosecution agreement (DPA) with the United States. InterMune is charged with one count of violating the Food, Drug, and Cosmetic Act (FDCA) by promoting, with intent to defraud or mislead, its drug Actimmune for the treatment of idiopathic pulmonary fibrosis (IPF) or lung scarring, a condition for which Actimmune has not been approved by the Food and Drug Administration (FDA). It is further alleged that InterMune acted with an intent to defraud or mislead, thereby elevating the charge to a felony violation of the FDCA. Under the terms of the DPA, the Justice Department agrees to recommend to the court that prosecution of InterMune be deferred for a period of two years, contingent upon the company's past and future cooperation in the investigation as well as on its continued efforts to implement comprehensive changes to its compliance policies. Actimmune was approved by the FDA for the treatment of chronic granulomatous disease (disorders of the immune system that are caused by defects in the immune system cells) and severe, malignant osteopetrosis (disease resulting in increased susceptibility to infection and an overgrowth of bony structures that may lead to blindness and/or deafness). However, the vast majority of Actimmune sales during the period of August 2002 through January 2003 were attributable to prescriptions for the treatment of IPF for which there is no FDA-approved treatment. In addition to the other components of the settlement, InterMune agreed to enter a five-year Corporate Integrity Agreement with the Office of Inspector General for the Department of Health and Human Services.

Rural/Metro Corporation 9/10/2009 $5.43 Business & Trade Practices

Billing Fraud 2009 CV 01810 Alabama

On September 10, 2009, Carl Crawley filed what is known as a qui tam fraud complaint under seal in U.S. District Court against Rural/Metro Corp. saying he witnessed on a daily basis the company's practice of falsifying Medicare-required documents and billing Medicare and Medicaid for services that were not provided or medically unnecessary. In March 2011, Joyce White Vance, the U.S. Attorney for the Northern District of Alabama, filed a complaint-in-intervention against Rural/Metro Corp., stemming from the allegations in Crawley's suit. The United States alleges that the Defendants knowingly presented or caused to be presented false or fraudulent claims seeking payment for the Medicaid programs of various states, including Kentucky. Rural/Metro Corp. later agreed to pay more than $5.4 million to settle a whistleblower's complaint of Medicare fraud. On June 20, 2012, the United filed a Joint Stipulation of Dismissal and on June 21 the court entered an Amended Order of Dismissal dismissing the case with prejudice.

Rural/Metro Corporation $5.43 Business & Trade Practices

Billing Fraud 2009 CV 01810 Alabama

Patient reports, Medicare billing violated False Claims Act: pltf In 2007, plaintiff Carl Crawley was hired as an emergency medical technician by Rural/Metro of Central Alabama Inc., a corporation owned by Rural/Metro Corp., an Arizona-based corporation. Crawley sued Rural/Metro and Rural/Metro of Central Alabama, claiming violations of the federal False Claims Act. Crawley contended that the defendants routinely falsified patient reports and billed Medicare for unnecessary services and services that had not been performed. Crawley claimed this included billing for ambulance services for patients capable of transporting themselves and billing for the use of medical equipment that the ambulance in question was not equipped with. Rural/Metro and Rural/Metro of Central Alabama did not file a response to the complaint. Crawley claimed that the defendants willfully submitted false billing claims to Medicare. He was seeking an unspecified amount in damages. Rural/Metro and Rural/Metro of Central Alabama settled for $5,426,000.


Billing Fraud Unknown Arizona

On June 19, 2012, Rural/Metro Corp., a national ambulance company whose operations include a Bessemer location has agreed to pay more than $5.4 million to settle a whistleblower's complaint of Medicare fraud, according to the Birmingham law firm that originally filed the suit in 2009. Carl Crawley filed what is known as a qui tam fraud complaint under seal in U.S. District Court, saying he witnessed on a daily basis the company's practice of falsifying Medicare-required documents and billing Medicare and Medicaid for services that were not provided or medically unnecessary, according to a news release by the firm that represented Crawley, Frohsin & Barger. In March 2011, Joyce White Vance, the U.S. Attorney for the Northern District of Alabama, filed a complaint against Rural/Metro Corp., stemming from the allegations in Crawley's suit, the statement by Frohsin & Barger said. In settling the claim, the Scottsdale-Ariz.- based ambulance company admitted no wrongdoing. A response was not immediately from the company. It also operates in St. Clair and Etowah counties in Alabama.

Wright Medical Group Inc 6/14/2007 $4.50 Employment Wrongful Termination Unknown

On June 14, 2007, Wright Medical Group, Inc. (WMGI/Company) announced that it has completed a review of its worldwide operations and, as a result, is planning to close the Company's manufacturing, distribution and administrative facility located in Toulon, France. WMGI has entered into discussions regarding the facility's closure with the local staff representatives of the approximately 130 Toulon-based employees affected. WMGI expects that the facility closure will be completed during the next six months, with all Toulon production being transferred to the Company's existing manufacturing facility in Arlington, Tennessee and the majority of its distribution activities being transferred to the Company's European headquarters in Amsterdam, The Netherlands. In connection with the closure of WMGI Toulon, France facility, affected employees filed claims to challenge the economic justification for WMGI's Toulon, France facility dismissal. On November 11, 2010, the company decided to resolve the issue and entered into settlement agreements with each of their former employees. Under the settlement agreements, WMGI will pay the former employees an aggregate amount of approximately $4.5 million, plus any additional amounts that may be payable under French law, including payments for unemployment and social security. Further, WMGI have previously paid approximately $1.3 million of this amount. The remaining $3.2 million is expected to be paid during the fourth quarter of 2010. Management previously recorded a provision related to this


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litigation. The remaining provision for these cases totaled approximately $3.4 million, which will be sufficient to pay the remaining amount under the settlement agreements, as well as the additional amounts payable under French law. According to the statement, the settlement of this litigation would not have a material impact to WMGI's results of operations. These settlements close all outstanding litigation related to the closure of their facility in Toulon, France, and reflect the completion of activity associated with their French restructuring efforts.



Sales Practices 22610/96 Ontario

On March 13, 1996 a statement of claim was lodged by Heather Leigh Munro against Bausch and Lomb Inc. and Bausch and Lomb Canada Inc. (collectively, B&L) in the Ontario Court. The lawsuit was brought in relation to the alleged violation of the Business Practices Act as a result of the pricing of three types of contact lenses.a According to the statement of claim B&L manufactured and distributed contact lenses to which they have given the trade names "Optima", "Medalist", and "See Quence". The contact lenses were sold at grossly different prices and were represented to the public, and individual consumers, through advertising, packaging, and mass mailings, as different products. The Plaintiff pleaded that the "Optima", "Medalist", and "See Quence 2" contact lenses were identical in every respect other than price. The plaintiff alleged that B&L misled consumers by packaging the same lens under different names for different prices. The plaintiff sought general and special damages, punitive, aggravated, and exemplary damages and costs on a solicitor-and-client basis. Reportedly on October 27, 1997 the action, in three provinces (Ontario, Quebec and British Columbia)awas settled for approximately $4 million in compensation.

Bausch & Lomb Inc 5/16/2007 $3.50 Securities Breach of Fiduciary Duties: Class Action

07/6384 New York

On May 16, 2007, Bausch & Lomb issued a press release announcing the Merger greement, whereby Bausch & Lomb agreed to be acquired by affiliates of Warburg Pincus in the Transaction. Between May 16 and July of 2007, six complaints were filed in New York state courts. The complaints were captioned Brower v. Bausch & Lomb, Inc., et al., Index No. 07/650151 (N.Y. Sup. Ct., County of New York); First Derivative Traders L.P. v. Zarrella, et al., Index No. 07/6384 (N.Y. Sup. Ct., County of Monroe); Gottlieb v. Bausch & Lomb, Inc., et al., Index No. 07/6506 (N.Y. Sup. Ct., County of Monroe); Palmer v. Warburg Pincus LLC, et al., Index No. 07/6634 (N.Y. Sup. Ct., County of Monroe); Brower v. Bausch & Lomb, Inc., et al., Index No. 07/7323 (N.Y. Sup. Ct., County of Monroe); and James-King v. Bausch & Lomb, Inc., et al., Index No. 07/8565 (N.Y. Sup. Ct., County of Monroe). Each of the complaints was filed as a putative class action on behalf of the public shareholders of Bausch & Lomb and stated substantially similar allegations that Bausch & Lomb's directors breached their fiduciary duties to shareholders in connection with entering into the Merger Agreement and certain of which actions also alleged that Warburg Pincus aided and abetted this alleged breach. After the complaints captioned Brower v. Bausch & Lomb, Inc., et al., Index No. 07/650151 (N.Y. Sup. Ct., County of New York) and Gottlieb v. Bausch & Lomb, Inc., et al., Index No. 07/6506 (N.Y. Sup. Ct., County of Monroe) were voluntarily withdrawn, the remaining state court cases were consolidated by orders of the Court in the above-captioned Action In re Bausch & Lomb Inc. Buyout Litigation, Index No. 07/6384 (N.Y. Sup. Ct., County of Monroe).

Wright Medical Group Inc 12/27/2002 $2.59 Business & Trade Practices

Breach of Contract 2003 CV 10175 Massachusetts

Contract - Medical Consultant - Unpaid Royalties A medical consultant alleged his contract was breached by defendants when they failed to pay royalties on knee implant devices he helped create. Defendants denied the allegations and contended that plaintiff did not meet his contractual obligations. A federal jury in Boston awarded plaintiff $2,452,530 in unpaid royalties. Plaintiff was also awarded $138,000 in prejudgment interest. Plaintiff Murali Jasty, M.D. was an orthopedic surgeon who entered into a contract in 1994 with Defendants Wright Medical Technology and Wright Medical Group, Inc. Plaintiff was to act as a designer, product spokesperson and consultant with defendants regarding knee implants. Under the terms of the contract, plaintiff was to receive $145,000/year for five years, plus royalties on the sale of certain products he helped design. The royalties were reportedly to be paid out quarterly for 10 years from the date of commercialization of the knee implants or November 1, 2006, whichever occurred first. Plaintiff's contract was terminated by defendants in 2001. Plaintiff alleged breach of contract by defendants, unjust enrichment and fraud. Plaintiff claimed he should have received royalties through 2006 because the knee products were not commercialized until then. Plaintiff sought approximately $4,000,000 in unpaid royalties, plus about $200,000 in additional payments. All claims were dismissed on summary judgment except for plaintiff's breach of contract claim. Defendants denied plaintiffs allegations. Defendants contended that the contract was terminated due to plaintiff's failure to meet his obligations, specifically, plaintiff's failure to act as a spokesperson, attend meetings and provide necessary clinical data. Defendants claimed plaintiff was only due about $2,100,000 in royalties on certain sales, which amount should be reduced by prepayments he had received. Defendants filed a counterclaim alleging breach of contract for plaintiff's failure to meet his contractual obligations and sought $200,000 in damages.Plaintiff was a male employed as a physician. Breach of contract, unjust enrichment and fraud. $2,452,530 plus prejudgment interest of $138,000 for plaintiff's breach of contract claim.


Billing Fraud 2000 CV 1891 Texas

On June 11, 2007, Rural/Metro Corporation, one of the nation's largest ambulance providers, has agreed to pay the United States over $2.5 million to resolve allegations that the company violated the False Claims Act, the Justice Department announced. The government alleged that the ambulance company provided illegal inducements to hospitals in Texas in exchange for referrals. The settlement relates to allegations that the Scottsdale, Ariz.-based company provided or offered inducements to Texas hospitals in the form of contracts known as swapping arrangements. Such contracts gave the medical facilities discounts on transports in exchange for the referral of all or some of the ambulance transports of patients being discharged from the hospitals, which were billed to Medicare. The settlement arose out of qui tam or whistleblower lawsuits filed in 2000 and 2001 by Daniel Block and Adam Wightman, both of whom had previously been employed by one of Rural/Metro's competitors. Under the False Claims Act, private individuals or firms, known as relators, can file suit on behalf of the government and may share in the recovery. As a result of the settlement, the two men will receive approximately $450,000.

Wright Medical Group Inc $2.45 Business & Trade Practices

Breach of Contract 2003 CV 10175 Massachusetts

Medical consultant claimed he was millions in unpaid royalties In 1994, orthopedic surgeon Murali Jasty entered into a contract with Wright Medical Technology Inc. and Wright Medical Group Inc., both based in Arlington, Tenn. Under the agreement, Jasty was to "act as a designer, product spokesperson and consultant" to the Wright entities regarding knee-implant systems. Jasty's alleged responsibilities included participating in clinical consultant meetings, providing clinical-design data and attending team meetings. In return, Jasty allegedly was to receive $145,000 a year for five years and royalties on sales of certain knee products with components that Jasty helped design. According to Jasty, he was to receive royalties--paid out quarterly--for 10 years from the "date of first commercialization" or until Nov. 1, 2006, whichever came first. The contract was to extend until 2006, Jasty said, but the Wright entities terminated the agreement in fall 2001. Jasty sued the Wright entities for breach of contract, unjust enrichment and fraud, among other claims. The defense later removed the case to the U.S. District Court for the District of Massachusetts. The defense only paid royalties on the older Advantim Knee System through the third quarter of 2001, Jasty contended, and on the newer Advance Knee System, through the fourth quarter of that year. Those royalties should have continued until 2006, Jasty argued, because neither product was commercialized before Nov. 1, 1996. The Wright entities argued that they terminated the contract because Jasty failed to meet his obligations. Specifically, they said that Jasty failed to act as a speaker at their sponsored meetings, failed to attend team meetings and failed to provide clinical data, despite oral and written notifications about his shortcomings. The defense filed a counterclaim alleging breach of contract due to Jasty's failure to meet his obligations under the agreement, among other causes of action. Jasty sought $200,000 for payments he was supposed to receive under the contract through 2004 after the defense went public, and about $4 million in unpaid royalties. The defense argued that Jasty was only owed about $2.1 million in royalties on certain Advance Knee System sales. The defense opined that the amount should then be reduced by about $725,000 in prepayments already made to Jasty, less any credits for prior prepayments by Jasty to the Wright entities. The defense also argued that sales of the Advance Knee System began in December 1995, not November 1996 as Jasty claimed. On the counterclaim, the defense sought at least $200,000. U.S. District Judge George A. O'Toole dismissed the defense's counterclaims and all but one of Jasty's claims. Judge O'Toole granted Jasty's motion for summary judgment on breach of contract, leaving the jury to determine Jasty's damages under this claim. The jury awarded Jasty $2,452,530 in unpaid royalties. Judge O'Toole awarded more than $138,000 in prejudgment interest under Tennessee law.

SkillSoft plc 1/16/2008 $2.30 Securities Securities Fraud 2007 CV 219 New Hampshire

The Commission filed civil actions in U.S. District Court in New Hampshire against former SmartForce Chief Financial Officer David C. Drummond and two


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former vice presidents of finance, Patrick E. Murphy and John P. Hayes, in connection with the software company's overstatement of revenue by $113.6 million and net income by $127 million during a 3 -year period ending in mid-2002. The Commission also filed a separate injunctive action against Patrick T. Chew, former controller of SmartForce's subsidiary in the United States. The four former SmartForce executives will pay civil penalties in a total amount of $325,000 in these District Court actions.According to the Commission's Complaints, SmartForce's financial statements failed to comply with generally accepted accounting principles as a result of the defendants' conduct regarding the improper recognition of revenue from various types of transactions, including multiple-element arrangements, reciprocal transactions, and reseller agreements. SmartForce, which was based in Redwood, California, has since merged into SkillSoft PLC, and is now based in Hew Hampshire, according to the Complaint.In the District Court action against Drummond, Murphy, and Hayes, the Commission alleged that each violated Section 13(b)(5) of the Exchange Act and aided and abetted the company's violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. Each defendant consented to the entry of a final judgment that requires them to pay civil penalties as follows: $125,000 for Drummond, $100,000 for Murphy, and $75,000 for Hayes. Drummond, Murphy, and Hayes neither admitted nor denied the allegations in the Commission's Complaint.In the related administrative proceeding, which was instituted against Drummond, Murphy, and Hayes, each is required to pay total disgorgement and prejudgment interest as follows: $573,979 for Drummond, $567,866 for Murphy, and $862,395 for Hayes. The administrative order further bars Murphy and Hayes from practicing before the Commission as accountants, with the right to apply for reinstatement after two years. The administrative order also requires that Drummond, Murphy, and Hayes cease and desist from committing or causing any violations or future violations of Section 13(b)(5) of the Exchange Act; and from causing any violations and any future violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. Drummond, Murphy and Hayes neither admitted nor denied the findings in that administrative order.


U.S. SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 20202 / July 19, 2007 Accounting and Auditing Enforcement Release No. 2649 / July 19, 2007 SEC v. David C. Drummond, John P. Hayes, and Patrick E. Murphy, Civil Action No. 07 CV 219 JM (D.N.H.) SEC v. Patrick T. Chew, Civil Action No. 07 CV 220 PB (D.N.H.) SEC Files Settled Actions Against Four Former Executives of SmartForce PLC Concerning Improper Revenue Recognition The Commission filed civil actions in U.S. District Court in New Hampshire against former SmartForce Chief Financial Officer David C. Drummond and two former vice presidents of finance, Patrick E. Murphy and John P. Hayes, in connection with the software company's overstatement of revenue by $113.6 million and net income by $127 million during a 3 -year period ending in mid-2002. The Commission also filed a separate injunctive action against Patrick T. Chew, former controller of SmartForce's subsidiary in the United States ("SmartForce US"). The four former SmartForce executives will pay civil penalties in a total amount of $325,000 in these District Court actions. According to the Commission's Complaints, SmartForce's financial statements failed to comply with generally accepted accounting principles ("GAAP") as a result of the defendants' conduct regarding the improper recognition of revenue from various types of transactions, including multiple-element arrangements, reciprocal transactions, and reseller agreements. SmartForce, which was based in Redwood, California, has since merged into SkillSoft PLC, and is now based in Hew Hampshire, according to the Complaint. In the District Court action against Drummond, Murphy, and Hayes, the Commission alleged that each violated Section 13(b)(5) of the Exchange Act and aided and abetted the company's violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. Each defendant consented to the entry of a final judgment that requires them to pay civil penalties as follows: $125,000 for Drummond, $100,000 for Murphy, and $75,000 for Hayes. Drummond, Murphy, and Hayes neither admitted nor denied the allegations in the Commission's Complaint. In the action against Chew, he consented to the entry of a final judgment that enjoins him from future violations of Section 13(b)(5) of the Exchange Act and Rule 13b2-2 thereunder, and from aiding and abetting the company's violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. The final judgment also requires Chew to pay $85,885 in disgorgement and prejudgment interest and a civil penalty of $25,000. Chew consented to entry of the judgment without admitting or denying the allegations of the Complaint. In the related administrative proceeding, which was instituted against Drummond, Murphy, and Hayes, each is required to pay total disgorgement and prejudgment interest as follows: $573,979 for Drummond, $567,866 for Murphy, and $862,395 for Hayes. The administrative order further bars Murphy and Hayes from practicing before the Commission as accountants, with the right to apply for reinstatement after two years. The administrative order also requires that Drummond, Murphy, and Hayes cease and desist from committing or causing any violations or future violations of Section 13(b)(5) of the Exchange Act; and from causing any violations and any future violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. Drummond, Murphy and Hayes neither admitted nor denied the findings in that administrative order.

Radio Unica Communications Corp.

11/14/2001 $0.75 Securities Securities Class Action 2001 CV 9978 New York

According to a press release dated August 14, 2003, the company is facing a payout to settle the 2001 securities class-action lawsuit filed by stockholders, who charged that the 1999 IPO prospectus was false and misleading because it did not disclose agreements between the IPO's underwriting investment banks and certain investors. Specifically, the complaint alleges violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On or about October 19, 1999, Radio Unica commenced an initial public offering of 6.84 million of its shares of common stock at an offering price of $16 per share (the 'IPO'). In connection therewith, Radio Unica filed a registration statement, which incorporated a prospectus (the 'Prospectus'), with the SEC. The complaint further alleges that the Prospectus was materially false and misleading because it failed to disclose, among other things, that: (i) the Underwriters had solicited and received excessive and undisclosed commissions from certain investors in exchange for which those Underwriters allocated to those investors material portions of the restricted number of IPO shares issued in connection with the Radio Unica IPO and (ii) the Underwriters had entered into agreements with customers whereby the Underwriters agreed to allocate shares to those customers in the Radio Unica IPO in exchange for which the customers agreed to purchase additional Radio Unica shares in the aftermarket at pre-determined prices. The securities issuers have settled their cases for a total of $586 million, allocated from the settlement fund.




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The Cobalt Group, Inc. 7/4/2001 $0.28 Securities Securities Class Action N/A (2001) Washington

On June 4, 2001 of the execution an Agreement and Plan of Merger between the Company and Cobalt Acquisition Corporation, a wholly-owned by Warburg, Pincus Equity Partners, L.P., three purported class action lawsuits were filed against the Company, Warburg Pincus, and members of the Company's board of directors. On July 12, 2001, the defendants filed a Joint Motion to Consolidate the three purported class action shareholder lawsuits and, on July 24, 2001, that motion was granted. On November 1, 2001, the plaintiffs and the defendants entered into a Memorandum of Understanding pursuant to which the parties agreed to settle the lawsuits, subject to completion of definitive documentation and court approval. As part of the settlement, the Company agreed to issue supplemental disclosure to shareholders regarding the Merger and to pay fees and expenses of plaintiffs' counsel in the amount of $280,000.

ChartOne Inc. 8/7/1999 $0.22 General Litigation Fee Disputes 02 CA 7111 District of Columbia

On August 7, 2002, Julian Ford (Ford) commenced a class action lawsuit on behalf of herself and all other similarly situated against Chartone, Inc. (ChartOne) alleging violation of the District of Columbia Consumer Protection Procedures Act. The case was commenced in the Superior Court for the District of Columbia. Ford complained that ChartOne abused its delegated authority by charging requestors unconscionably high fees. In 2002, Ford authorized his attorney to request his medical records from Washington Hospital Center, where Ford had been treated in April 2001. Ford needed the medical records for a personal injury lawsuit he had initiated against the District of Columbia and several of its police officers. The Washington Hospital Center forwarded Ford's request to ChartOne, which eventually produced six pages of records. For this service, ChartOne charged $1.10 per page, plus a $25.00 "clerical fee," a fifteen percent surcharge for shipping and handling, and tax, for a total fee of $38.16 (or, as Ford puts it, $6.36 for each page of his records that he received). Ford's attorney paid ChartOne's invoice, treating the payment as an advance of litigation costs. When the personal injury lawsuit later was settled, the advance was deducted from Ford's recovery as an amount he owed his attorney. Ford sought certification of this action as a proper class action, declaration that ChartOne charged illegally unconscionable fees and enjoined it from continuing to do so, refund the excess portions of the fees it had received from members of the class, compensatory and statutory treble damages with interest and attorneys' fees and other litigation-related cost. On July 16, 2007, the both parties agreed for a settlement agreement. According to the settlement, ChartOne agreed to pay $15.00 to patients who requested and paid ChartOne for copies of their own medical records from their health care provider. ChartOne will also pay the three Representative Plaintiffs of $2,000 each, pay Plaintiffs' attorneys' legal fees of $219,000 and pay half the cost of administering the claims process. On August 3, 2007, the Court ordered the preliminary approval of the settlement. On November 9, 2007, the Court granted the Joint Consent Motion filed by both parties. On January 15, 2008, the Court approved the Settlement and dismissed the case.


The Commission filed civil actions in U.S. District Court in New Hampshire against former SmartForce Chief Financial Officer David C. Drummond and two former vice presidents of finance, Patrick E. Murphy and John P. Hayes, in connection with the software company's overstatement of revenue by $113.6 million and net income by $127 million during a 3 -year period ending in mid-2002. The Commission also filed a separate injunctive action against Patrick T. Chew, former controller of SmartForce's subsidiary in the United States . The four former SmartForce executives will pay civil penalties in a total amount of $325,000 in these District Court actions.According to the Commission's Complaints, SmartForce's financial statements failed to comply with generally accepted accounting 13(b)(5) of the Exchange Act and Rule 13b2-2 thereunder, and from aiding and abetting the company's violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. The final judgment also requires Chew to pay $85,885 in disgorgement and prejudgment interest and a civil penalty of $25,000. Chew consented to entry of the judgment without admitting or denying the allegations of the Complaint.In the action against Chew, he consented to the entry of a final juIn the action against Chew, he consented to the entry of a final judgment that enjoins him from future violations of Section 13(b)(5) of the Exchange Act and Rule 13b2-2 thereunder, and from aiding and abetting the company's violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. The final judgment also requires Chew to pay $85,885 in disgorgement and prejudgment interest and a civil penalty of $25,000. Chew consented to entry of the judgment without admitting or denying the allegations of the Complaint.


U.S. SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 20202 / July 19, 2007 Accounting and Auditing Enforcement Release No. 2649 / July 19, 2007 SEC v. David C. Drummond, John P. Hayes, and Patrick E. Murphy, Civil Action No. 07 CV 219 JM (D.N.H.) SEC v. Patrick T. Chew, Civil Action No. 07 CV 220 PB (D.N.H.) SEC Files Settled Actions Against Four Former Executives of SmartForce PLC Concerning Improper Revenue Recognition The Commission filed civil actions in U.S. District Court in New Hampshire against former SmartForce Chief Financial Officer David C. Drummond and two former vice presidents of finance, Patrick E. Murphy and John P. Hayes, in connection with the software company's overstatement of revenue by $113.6 million and net income by $127 million during a 3 -year period ending in mid-2002. The Commission also filed a separate injunctive action against Patrick T. Chew, former controller of SmartForce's subsidiary in the United States ("SmartForce US"). The four former SmartForce executives will pay civil penalties in a total amount of $325,000 in these District Court actions. According to the Commission's Complaints, SmartForce's financial statements failed to comply with generally accepted accounting principles ("GAAP") as a result of the defendants' conduct regarding the improper recognition of revenue from various types of transactions, including multiple-element arrangements, reciprocal transactions, and reseller agreements. SmartForce, which was based in Redwood, California, has since merged into SkillSoft PLC, and is now based in Hew Hampshire, according to the Complaint. In the District Court action against Drummond, Murphy, and Hayes, the Commission alleged that each violated Section 13(b)(5) of the Exchange Act and aided and abetted the company's violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. Each defendant consented to the entry of a final judgment that requires them to pay civil penalties as follows: $125,000 for Drummond, $100,000 for Murphy, and $75,000 for Hayes. Drummond, Murphy, and Hayes neither admitted nor denied the allegations in the Commission's Complaint. In the action against Chew, he consented to the entry of a final judgment that enjoins him


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from future violations of Section 13(b)(5) of the Exchange Act and Rule 13b2-2 thereunder, and from aiding and abetting the company's violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. The final judgment also requires Chew to pay $85,885 in disgorgement and prejudgment interest and a civil penalty of $25,000. Chew consented to entry of the judgment without admitting or denying the allegations of the Complaint. In the related administrative proceeding, which was instituted against Drummond, Murphy, and Hayes, each is required to pay total disgorgement and prejudgment interest as follows: $573,979 for Drummond, $567,866 for Murphy, and $862,395 for Hayes. The administrative order further bars Murphy and Hayes from practicing before the Commission as accountants, with the right to apply for reinstatement after two years. The administrative order also requires that Drummond, Murphy, and Hayes cease and desist from committing or causing any violations or future violations of Section 13(b)(5) of the Exchange Act; and from causing any violations and any future violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. Drummond, Murphy and Hayes neither admitted nor denied the findings in that administrative order.


11/17/1997 $0.01 Securities Securities Fraud 1997 CV 02718 District of Columbia

Litigation Release No. 15562 / November 17, 1997 Accounting and Auditing Enforcement Release No. 988 / November 17, 1997 SECURITIES AND EXCHANGE COMMISSION v. JOHN LOGAN, United States District Court for the District of Columbia, Civil Action No. 97CV02718 The Securities and Exchange Commission today announced the filing of a civil injunctive action in the United States District Court for the District of Columbia in Washington, D.C., against John Logan, a former Regional Sales Director in the Contact Lens Division ( CLD ) of Bausch & Lomb, Incorporated ( B&L ). The Commission's Complaint alleges that, during 1993, Logan granted, and instructed others to grant, certain distributors of B&L contact lenses the right to return those lenses, in connection with a year-end 1993 company marketing program called the December Program. According to the Complaint, Logan knew, or was reckless in not knowing, that B&L would incorrectly record these transactions as sales and improperly recognize the revenue generated by the sales. The Complaint alleges that as a result of his conduct, Logan aided and abetted B&L s violation of the antifraud, reporting, recordkeeping, and internal controls provisions of the federal securities laws and directly violated the internal controls provisions. The Complaint alleges that ultimately, B&L improperly recognized $22 million in revenue from the December Program, which consisted of the sale of significant amounts of contact lenses through consignment sales to the CLD s distributors less than two weeks before B&L s 1993 year-end. This improper revenue recognition, together with the improper recognition of revenue from the fictitious sale of sunglasses in its Asia-Pacific Division, resulted in B&L materially overstating its 1993 revenue by $42.1 million and its 1993 net income by at least $17.6 million, or 11%. This income overstatement appeared in the company s financial statements filed with the Commission for its fiscal years ended December 1993 and 1994. Simultaneously with the filing of the Complaint, Logan consented to the entry of a proposed Final Judgment that would enjoin him from violating, or aiding and abetting violations of, the antifraud, reporting, recordkeeping, and internal controls provisions of the federal securities laws, Sections 10(b), 13(a), 13(b)(2)(A) and (B), and 13(b)(5) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, and 13a-1 thereunder. Logan also agreed to pay a $10,000 civil penalty pursuant to Section 21(d) (3) of the Exchange Act. The Commission has submitted the proposed Final Judgment for approval and entry by the Court.

Bridgepoint Education Inc


Breach of Contract 2011 CV 00069 California

On January 12, 2011, Betty Guzman filed a class action lawsuit in the U.S. District Court for the Southern District of California against Bridgepoint Education, Inc. (Bridgepoint), Ashford University (Ashford) and University of the Rockies (The Rockies) claiming for breach of contract, breach of the implied covenant of good faith and fair dealing, negligent misrepresentation, and violations of the Consumer Legal Remedies Act and state laws. The plaintiff generally alleges that Bridgepoint, the company that owns and operates Ashford and The Rockies, engaged in a pattern of improper and unlawful conduct in order to recruit students and over-charge the federal government for federal financial aid. The plaintiff contends that the defendants use standardized, misleading recruitment tactics including: (a) hiding federal disclosures on their website and requiring students to enroll before accessing the federal disclosures; (b) misrepresenting the true cost of attendance by falsely claiming that Ashford and The Rockies provide 'some of the lowest cost tuition programs available,' quoting to prospective students false and misleading tuition rates for degree programs, and failing to disclose substantial non-tuition costs such as administrative fees; (c) misrepresenting the quality of academic instruction; (d) misrepresenting the status of The Rockies' accreditation with the American Psychological Association (APA) and ability to qualify students to obtain professional psychology licensure; (e) misrepresenting employability and earnings potential for graduated students. Plaintiff alleges that students relied on these misrepresentations when deciding to enroll. The plaintiff seeks an injunction enjoining Defendant, preliminarily and permanently, from continuing the unlawful conduct. The plaintiff also seeks restitution to Plaintiffs and each member of the Class, as his or her interest may appear, of all sums unlawfully collected by Defendants from the Plaintiffs and other members of the Class since March 1, 2005 through January 12, 2011. The plaintiff further seeks disgorgement of all profits obtained by the defendants. On March 15, 2011, the defendants filed a motion to dismiss the complaint. On October 19, 2011, the Court granted the defendants' motion to dismiss.

ZymoGenetics Inc 9/15/2010 $0.00 Securities Breach of Fiduciary Duties: Securities

2010 CV 01486 Washington

On September 15, 2010 an investor filed a lawsuit against ZymoGenetics, Inc. and its directors and officers (collectively ZymoGenetics) alleging breach of fiduciary duty in connection with the efforts to complete the sale of ZymoGenetics to Bristol-Myers Squibb Company (BMS) for inadequate consideration with grossly inadequate disclosure. On September 7, 2010 ZymoGenetics and BMS announced that they has entered into a definite Agreement and Plan of Merger (Merger Agreement), whereby BMS would acquire all outstanding shares of ZymoGenetics for $9.75 in cash per share in a transaction valued at approximately $885 million or $735 million net of cash. Under the terms of Merger Agreement, BMS was to commence a cash tender offer to purchase all of the outstanding shares of ZymoGenetics common stock for $9.75 per share in cash (Tender Offer) and will acquire any ZymoGenetics shares not purchased in the Tender Offer in a second-step merger at the same price per share paid in the Tender Offer (Proposed Acquisition). Both the value to ZymoGenetics shareholders contemplated in the Proposed Acquisition and the process by which ZymoGenetics proposed to consummate the Proposed Acquisition are fundamentally unfair to the investor and the other shareholders of the ZymoGenetics. In pursuing the unlawful plan to facilitate the acquisition of ZymoGenetics by BMS for grossly inadequate consideration, through a flawed process and based upon grossly inadequate disclosures, ZymoGenetics violated applicable law by directly breaching and aiding the other ZymoGenetics's breaches of their fiduciary duties of loyalty, due care, independence, good faith and fair dealing. The lawsuit sought to enjoin ZymoGenetics from taking any steps to consummate the Proposed Acquisition or in the event the Proposed Acquisition was consummated, the lawsuit sought to recover damages resulting from the violations of their fiduciary duties of loyalty, good faith, due care and full and fair disclosure. On June 7, 2011 a stipulation of Dismissal with prejudice was entered.


Fraudulent Trade Practices

2008 CV 02376 California

In June 2000, InterMune Inc. was assigned all of the rights by Connetics Corporation to market the drug Actimmune, which is a bio-engineered form of interferon-gamma. It is approved by the Food and Drug Administration to treat chronic granulomatous disease (CGD) and severe malignant osteopetrosis. Actimmune sales increased from 2000 to 2004. Several individuals sued InterMune Inc.; InterMune's CEO, W. Scott Harkonen; and drug manufacturer, Genentech Inc., alleging violations of the California Unfair Competition Law, violations of the Consumer Protections Statutes and unjust enrichment. The complaint originally charged RICO violations, with the plaintiffs claiming that the defendants had conspired to defraud the patients. This charge was dismissed with prejudice. Plaintiffs' counsel contended that InterMune, Harkonen and Genentech had engaged in or had benefited from the improper marketing of Actimmune for patients suffering from idiopathic pulmonary fibrosis. Counsel argued that the drug had not been approved by the FDA for that purpose. Plaintiffs' counsel argued that the defendants knew that the drug would not be profitable from the sales for CGD and severe, malignant osteopetrosis alone. Rather than limiting the marketing of Actimmune to its proven indication, InterMune embarked on a campaign to promote Actimmune for the treatment of idiopathic pulmonary fibrosis. Counsel argued that InterMune knew that the approved market for Actimmune in 2000 included only 800 CGD and severe, malignant osteopetrosis patients, but still saw profits rise dramatically. Defense counsel argued that no claim was viable in the suit because the patients had to be prescribed the drug by a doctor. Counsel contended that there was no evidence that any pulmonologists had been misled, which plaintiffs' counsel conceded. Defense counsel for Genentech stated that Genentech lawfully manufactured the drug and had no role in marketing of the drug and therefore, could not be charged with aiding and abetting InterMune. The plaintiffs sought actual and compensatory damages, restitution and disgorgement. The case was dismissed by the court. The suit hadn't been certified as a class action at the time of the dismissal.

Warburg Pincus LLC 12/28/2007 $0.00 Management & Strategy

Anti-trust 2007 CV 12388 Massachusetts

On December 28, 2007, Plaintiffs Michael M Davidson, James D Klein, Robert Zimmerman, and Rufus Orr filed the first complaint in the United States District


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Court for the District of Massachusetts against Bain Capital Partners, LLC, The Blackstone Group L.P., The Carlyle Group, Goldman Sachs Group, Inc., GS Capital Partners, JP Morgan Chase & Co., JP Morgan Partners, LLC, Kohlberg Kravis Roberts & Company, L.P., Merrill Lynch & Co., Inc., Merrill Lynch Global Partners, Inc., Permira Advisors LLC, Providence Equity Partners, Inc., Silver Lake Partners, Texas Pacific Group, Thomas H. Lee Partners, L.P., and Warburg Pincus LLC (collectively, Defendants). This case arises Out of conspiracy among defendant private equity firms to rig bids, restrict the supply of private equity financing, fix transaction prices, and divide up the market for private equity services for leveraged buyouts (LBOs). Plaintiffs, on behalf of themselves and the class brought this action pursuant to Section 1 of the Sherman Act and section 16 of the Clayton Act. Plaintiffs alleges that Defendants and their co-conspirators, via the bid-rigging and market-allocation cartel, have conspired to dominate and control the largest LBOs in the United States and to fix the prices for target companies at artificially low levels. On February 14, 2008, a second complaint was filed by Kirk Dahl, Helmut Goeppinger and Joel Gerber against the Defendants alleging similar claims as to the first filed complaint. On April 28, 2008, the court entered the order granting Motions to Consolidate Cases. Several amended complaints were then filed by the Plaintiffs against the Defendants. The fourth amended complaint was filed on October 7, 2010. Defendants have responded by filing separate motions to dismiss the amended complaint and answers to the amended complaints. On September 8, 2011, a Redaction Fourth Amended Complaint was filed by Kirk Dahl, Helmut Goeppinger, Rufus Orr, Police and Fire Retirement System of the City of Detroit, and Robert Zimmerman. On July 23, 2012, at least 10 defendants moved for Summary Judgment. The companies have argued that the plaintiffs have no right to sue for antitrust violations that would be subject to Securities and Exchange Commission regulations. They also said the transactions represented legitimate business practices.

Warburg Pincus LLC 11/15/2006 $0.00 Business & Trade Practices

Bid Rigging 2006 CV 13210 New York

On November 15, 2006, L.A. Murphy and Henoch Kaiman filed a complaint against Kohlberg Kravis Roberts & Co., Carlyle Group and most other major U.S. buyout firms for illegally conspiring to hold down the prices they pay when taking companies private. The plaintiffs claim they were shortchanged because the firms restrained bidding for leveraged buyouts such as the $33 billion takeover of hospital chain HCA Inc., the largest LBO ever. It alleges the firms broke antitrust laws by forming ``clubs'' to make offers, sharing information and agreeing not to outbid each other. The lawsuits claims that investors in the target company are deprived of the full economic value of their holdings and `squeezed out' at artificially low valuations. The other firms named as defendants in the complaint are Clayton, Dubilier & Rice Inc., Silver Lake Partners, Blackstone Group, Bain Capital LLC, Thomas H. Lee Partners LP, Texas Pacific Group, Madison Dearborn Partners LLC, Apollo Management LP, Providence Equity Partners Inc., Merrill and Warburg Pincus LLC. According to the suit, the named plaintiffs -- L.A. Murphy, Marvin Sternhell and Henoch Kaiman -- were investors in three companies: HCA, Univision Communications Inc. and Harrah's Entertainment Inc. The suit said investors would have gotten more for their shares if there had been ``free and open competition'' among the firms bidding for the companies. On June 27, 2007, the parties stipulated and agreed that this action is dismissed without prejudice with each party bearing its own costs.

Bausch & Lomb Inc 6/14/2006 $0.00 Management & Strategy

ERISA Class Action 2006 CV 6297 New York

A consolidated ERISA class action, entitled In re Bausch & Lomb Incorporated ERISA Litigation, Case Nos. 06-cv-6297 (master file), 06-cv-6315, and 06-cv-6348, pending in the Federal District Court for the Western District of New York, Rochester Division, against Bausch & Lomb and certain present and former officers and directors. Initially, three separate actions were filed between April and May of 2006 in Federal District Court for the Southern District of New York, and these were later transferred to the Western District of New York and consolidated into the above-captioned matter. Plaintiffs in these actions purport to represent a class of participants in Bausch & Lomb's defined contribution 401(k) Plan for whose individual accounts the plan held an interest in Company stock between May 25, 2000 and the present. Among other things, plaintiffs allege that the defendants breached their fiduciary duties to plan participants by allowing the plan to invest in Company Common stock despite the fact that it was allegedly artificially inflated due to the failure to disclose negative information relating to Bausch & Lomb's Brazilian and Korean subsidiaries, internal controls, and problems with MoistureLoc. Plaintiffs seek unspecified damages as well as certain declaratory and injunctive relief. On August 28, 2006, the Court entered an order appointing co-lead plaintiffs and co-lead plaintiffs' counsel. Pursuant to a stipulated schedule ordered by the Court, plaintiffs in the consolidated ERISA action will have until 10 days after a consolidated amended complaint is filed in the consolidated securities action described above, to file a consolidated amended complaint. On February 5, 2008 the plaintiffs filed a Consolidated Class Action Complaint. On April 8, 2008, defendants filed motion to dismiss the ERISA Consolidated Amended Complaint. On December 12, 2008, the court issued an order granting motion to dismiss. Consequently, on December 18, 2008, the court issued judgment dismissing the case with prejudice.


The original complaint first filed in the U.S. District Court for the Southern District of New York charges Bausch & Lomb and certain of its officers and directors with violations of the Securities Exchange Act of 1934. Bausch & Lomb engages in the development, manufacture, and marketing of eye health products. Specifically, the complaint alleges that during the Class Period, defendants made positive but false statements about Bausch & Lomb's results and business, while concealing material adverse information about the true nature of the Company's revenues, the lack of adequate internal controls and the underpayment of taxes resulting in tens of millions of dollars in penalties, which ultimately resulted in the restatement of the Company's financials over a period of five years. The complaint further alleges that on or around December 22, 2005, after the markets closed, the Company provided an update on an internal investigation related to its Brazil subsidiary and announced that it would restate its financial results for 2000 through the first half of 2005. On this disclosure, Bausch & Lomb's stock price dropped to as low as $71.54 per share, a 9% decline from its close on December 22, 2005 u the equivalent of a $374 million market capitalization loss. However, according to the complaint, prior to these revelations of accounting fraud the Company's top officers and directors illegally reaped over $29 million in insider trading proceeds. A class action complaint was filed on May 12, 2006, in the U.S. District Court for the Eastern District of New York, alleging that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by issuing materially false and misleading statements during the Class Period which caused Bausch & Lomb shares to trade at artificially inflated prices. These statements were allegedly materially false and misleading when made because defendants failed to disclose that: (a) one of the Company's lead products, ReNu(R) with MoistureLoc(R) ("ReNu"), was strongly linked to eye infections; (b) quality control issues, including at the Company's Greenville, South Carolina plant, where ReNu is manufactured, existed and were not fully and properly addressed; and (c) the disproportionate number of Fusarium keratitis cases involving Renu users would result in increased scrutiny of the Company by both the FDA and CDC which could require a removal of the product from the market. On July 11, 2006, a letter was filed advising the Court that the plaintiff voluntarily dismisses the action without prejudice to pursue claims in the Western District of New York where other cases against the defendants are pending. As summarized by the Company's FORM 10-Q for the quarterly period ended June 30, 2007, there is a consolidated securities class action, entitled In re Bausch & Lomb Incorporated Securities Litigation, Case Nos. 06-cv-6294 (master file), 06-cv-6295, 06-cv-6296, and 06-cv-6300, pending in Federal District Court for the Western District of New York, Rochester Division, against the Company and certain present and former officers and directors. Initially, four separate shareholder actions were filed between March and May of 2006 in Federal District Court for the Southern District of New York, and these were later transferred to the Western District of New York and consolidated into the above-captioned matter. Plaintiffs in these actions purport to represent a putative class of shareholders who purchased Company stock at allegedly artificially inflated levels between January 27, 2005 and May 3, 2006. Among other things, plaintiffs allege that defendants issued materially false and misleading public statements regarding the Company's financial condition and operations by failing to disclose negative information relating to the Company's Brazilian and Korean subsidiaries, internal controls, and problems with our MoistureLoc multipurpose solution (MoistureLoc), thereby inflating the price of Company stock during the alleged class period. Plaintiffs seek unspecified damages. On July 13, 2007, the Court entered an order appointing a lead plaintiff and lead counsel. On January 7, 2008, the lead plaintiffs Ironworkers St. Louis District Council Pension Fund and Structural Ironworkers Local Union #1 Annuity, Pension and Welfare Funds filed a Consolidated Amended Complaint. The defendants responded by filing a motion to dismiss the Consolidated Amended Complaint on March 7, 2008. On November 13, 2008, the Honorable Michael A. Telesca issued the Order granting the motion to dismiss. On November 17, 2008, the Court entered the Judgment dismissing the plaintiffs' complaint with prejudice. On December 15, 2008, the lead plaintiffs filed a notice of appeal as to the Judgment dismissing the case. On March 5, 2009, the Court entered the Mandate from the U.S. Court of Appeals. The appeal was dismissed with prejudice. On April 21, 2009, a movant filed a motion for reconsideration of the Order and Judgment dismissing the case. That motion was denied on April 28, 2009. On August 26, 2010, a notice of appeal was filed by another movant as to the order on the motion for reconsideration. Finally, on February 8, 2011, the Court entered the Mandate from the U.S. Court of Appeals, dismissing the appeal.

Bausch & Lomb Inc 6/1/2006 $0.00 Securities Derivative Action 06-6377 New York

ReNu with MoistureLoc was introduced in late 2004. It is a multipurpose solution for cleaning, rinsing, disinfecting, and storing soft contact lenses. But reports of Fusarium keratitis-a severe fungal infection of the cornea potentially leading to corneal scarring and blindness-began to circulate among users of the solution,


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first surfacing in July 2005 in Singapore and later in Hong Kong. Bausch & Lomb recalled the product from Asian markets in February 2006 but did not alert U.S. users or the FDA to the problem. Bausch & Lomb voluntarily withdrew ReNu with MoistureLoc from the U.S. market three days later and issued a worldwide withdrawal on May 15, 2006. Two purported derivative actions asserting allegations relating to the MoistureLoc withdrawal were filed. The first case, entitled Little v. Zarrella, Case No. 06-cv-6337, was filed in June 2006 in the Federal District Court for the Southern District of New York. The second case, entitled Pinchuck v. Zarrella, Case No. 06-6377, was filed in June 2006 in the Supreme Court of the State of New York, County of Monroe, against the directors of Bausch & Lomb, and also naming Bausch & Lomb as nominal defendant. Plaintiffs in these actions allege that the individual defendants breached their fiduciary duties to Bausch & Lomb in connection with Bausch & Lomb's handling of the MoistureLoc withdrawal. Plaintiffs purport to allege damage to Bausch & Lomb as a result of, among other things, costs of litigating product liability and personal injury lawsuits, costs of the product recall, costs of carrying out internal investigations, and the loss of goodwill and reputation. Plaintiffs seek unspecified damages as well as certain declaratory and injunctive relief. Pursuant to a stipulated schedule ordered by the Court, plaintiff in the state court Pinchuck action served an amended complaint on September 15, 2006 and defendants served a motion to dismiss the amended complaint on November 15, 2006. On March 30, 2007, the Court granted Bausch & Lomb's motion to dismiss the Pinchuck action. On April 25, 2007, plaintiff submitted a demand letter dated April 24, 2007, demanding that the Board bring claims on behalf of Bausch & Lomb against all current Board members based on allegations that the Board members breached their fiduciary duties to Bausch & Lomb with respect to the handling of the recall of ReNu with MoistureLoc. The Board of Directors is reviewing the demand letter and will respond in due course.

Primus Telecommunications Group Inc

9/1/2004 $0.00 Securities Derivative Shareholder Action

Unknown Virginia

On September 2004, Richard J. Taddy filed a shareholder derivative action in the Alexandria Division of the United States District Court for the Eastern District of Virginia against members of Board of Directors of Primus Telecommunications Group, Inc., a former director, a board observer and three of its executive officers (the "Primus Defendants") on behalf of Primus for alleged violations of state law, including breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets and unjust enrichment. Damages are sought based on allegations that, between "November 2003 and the present," the Primus Defendants (1) publicly issued false and misleading statements and concealed adverse, non-public information about Primus, (2) engaged in, or permitted, illegal insider trading, and (3) engaged in, or permitted, various acts of "gross mismanagement" and "corporate waste." In November 2004, the Primus Defendants filed a motion to dismiss the derivative action. On December 8, 2004, the court granted the motion to dismiss the shareholder derivative action. The court dismissed the complaint because plaintiff failed to: (1) make a demand on our Board of Directors before filing the action as required by Delaware law or (2) allege with the requisite specificity that such a demand would have been futile. The court denied plaintiff's request to amend the complaint and dismissed the complaint with prejudice. Plaintiff has appealed this decision to the 4th Circuit of the United States Court of Appeals. In June 2005, plaintiff dismissed this action with prejudice.

Primus Telecommunications Group, Inc.

8/17/2004 $0.00 Securities Securities Class Action 2004 CV 674 Virginia

According to the Company s FORM 10-K for the fiscal year ended December 31, 2004, on March 11, 2005, the court dismissed the Consolidated and Amended Complaint with prejudice. The court ruled that plaintiffs would not be permitted to amend further their complaint. Several purported shareholder class action lawsuits have been filed against Primus Telecommunications Group, Inc. and certain of its present and former executive officers. According to a press release dated August 17, 2004, the first complaint filed alleges that defendants violated the Securities Exchange Act of 1934. More specifically, the complaint alleges that during the Class Period, PRIMUS's shares traded at inflated levels due to materially false and misleading statements issued by defendants to the investing public regarding the Company's business and prospects. The true facts, which were known by each of the defendants but concealed from the investing public during the Class Period, were as follows: (a) the Company was experiencing massive pricing pressures on its standalone international long distance business and the Company's minutes of use were not growing, but actually declining (b) contrary to its projections, the Company, on a consolidated basis, would actually lose money for the second half of 2004 and even the Company's second quarter projections were grossly overstated (c) the Company's business model was incredibly weak and, as a result, combined with the Company's second quarter 2004 revelations and the fact that the Company was already highly leveraged ($580 million), its ability to raise the necessary monies for capital expenditures to achieve even the newly projected results was severely hampered if not taken away altogether (d) contrary to defendants' statements, the Company was drowning in competition and (e) as a result, the value of the Company as an enterprise was actually less than the Company's debt. As a result of these false statements, PRIMUS's shares traded at inflated prices during the Class Period, increasing to as high as $13.15 on January 26, 2004, whereby the Company's top officers and directors completed a $240 million note offering. The complaint further alleges that on July 29, 2004, after the market closed, PRIMUS issued a press release announcing its second quarter results, posting a loss of $14.9 million, or $0.17 per share, which reversed the year-ago profit of $18.7 million, or $0.21 per share. The numbers fell far short of Wall Street's expectations. Defendants had forecast earnings of $.10 per share on revenue of $348 million. The Company blamed the industry-wide price war for its troubles and said it would push to roll out more integrated services in an effort to defend its turf. PRIMUS shares dropped $1.70 to $1.52 per share -- a 50% drop in a single day. The class period of the first of the lawsuits filed is shown below. Other class action filings were filed on behalf of all purchasers of Primus stock during the period between August 5, 2003 through July 29, 2004.

The Cobalt Group, Inc. 6/2/2001 $0.00 Securities Securities Class Action N/A (2001) Washington

On June 2, 2001, upon the announcement of the execution of the Merger Agreement, three purported class action lawsuits were filed against the Company, the continuing shareholders and members of the Company's board of directors. On July 12, 2001, the Defendants filed a Joint Order to Consolidate the three suits and, on July 24, 2001, that motion was granted. The purported class consists of the named plaintiff shareholder(s) and all other similarly situated owners of the Company's common stock. While the complaints in each of the cases differ, they generally allege that the members of the Company's board of directors and the continuing shareholders breached their fiduciary duties, that the price per share to be paid to the shareholders is inadequate and that the proposed merger served no legitimate business purpose. This Amendment No. 3 is being filed to report that the Plaintiffs and the Defendants have entered preliminary settlement discussions and in connection therewith, the Company adjourned the special meeting of shareholders originally scheduled for Tuesday, October 30, 2001 to Tuesday, November 13, 2001, at 9:00 a.m., local time. On November 13, 2001, the Company held a special meeting of its shareholders for the purpose of voting upon the Merger Agreement. At the special meeting, approximately 76% of the issued and shares of Common Stock that were entitled to vote at the special meeting approved the Merger Agreement. Immediately after the meeting, the Company filed Articles of Merger with the Secretary of State of the State of Washington, at which time Merger Sub was merged with and into the Company, with the Company as the surviving corporation and the separate corporate existence of Merger Sub ceased. Immediately following consummation of the Merger, Warburg, Pincus Equity Partners, L.P. and certain of its affiliates purchased shares of the Surviving Corporation's Series A Convertible Preferred Stock. The Company will use the proceeds received from Warburg Pincus for the Preferred Stock to pay the merger consideration. As a result of the Merger, the Common Stock of the Company ceased to trade on the Nasdaq Stock Market and became eligible for delisting from the Nasdaq Stock Market and termination of registration pursuant to Section 12(g)(4) and 12(h)(3) of the Exchange Act. Accordingly, on November 13, 2001, the Company filed a Certification and Notice of Termination of Registration on Form 15 with the Securities and Exchange Commission and notified the Nasdaq Stock Market of its delisting.

Scientific Learning Corporation

8/23/2000 $0.00 Securities Securities Class Action 2000 CV 3014 California

According to a press release dated FORM 10-K for the fiscal year ended December 31, 2000, on February 6, 2001, the parties entered into a stipulation pursuant to which plaintiffs agreed to voluntarily dismiss the lawsuit without prejudice. By Order dated February 8, 2001, the court approved the parties' stipulation and dismissed the lawsuit. No consideration was exchanged in connection with the dismissal and neither the lead plaintiffs nor their counsel will receive any compensation or reimbursement of expenses. According to a Press Release dated August 24, 2000, the complaint charges Scientific and certain of its officers and directors with violations of the Securities Exchange Act of 1934. Scientific develops, markets and sells neuroscience-based software and educational products and services designed to increase human learning and performance. The complaint alleges that defendants' false and misleading statements concerning the revenues to be derived from Scientific's sales of its software artificially inflated the price of Scientific stock to a Class Period high of $231/4. This upsurge in Scientific's stock caused by defendants' alleged false and misleading statements enabled defendants to sell 68,300 Scientific shares for proceeds of $1.3 million. On 7/11/00, and days after defendants had received over $1.3 million in trading proceeds, Scientific revealed that it was in fact suffering a huge drop in revenues associated with changes in executive leadership (i.e., superintendent of four separate school districts). Even defendants' explanation for Scientific's


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disappointing 2ndQ 00 results was false and misleading.

Fundsxpress, Inc 6/30/2008 Cyber/Identity Risks Identity Theft/Fraudulent Use or Access

On June 30, 2008 United States Attorney Johnny Sutton announced that Steven Bradley Davis, age 43, of Hutto, Texas, was sentenced by United States District Judge Lee Yeakel in federal court in Austin to 72 months imprisonment as a result of his convictions for Unlawful Access to a Protected Computer and Aggravated Identity Theft. Three others - Robert Lloyd Taylor, age 31, of Round Rock, Texas; Adrian Eralio Carreon, age 33, of Cedar Park, Texas; and William Timothy Evans, age 46, of Tyler, Texas - were each sentenced by Judge Yeakel to 24 months in federal prison for Aggravated Identity Theft. Each of the four men, who pleaded guilty to their respective charges, was also ordered to pay a total of more than $391,000 in restitution to several victims of their criminal conduct. According to court documents, the four men participated together in a fraudulent check cashing scheme that netted over $65,000. The scheme was facilitated by the unlawful downloading and theft of numerous financial account numbers by Davis from a computer database belonging to his former employer, FundsXpress, a financial data company. At the time, Davis was employed as a database administrator with FundsXpress. Using the financial account information stolen by Davis, the group manufactured and successfully passed counterfeit checks at Austin-area retail businesses. The scheme also involved the production and use of fictitious identification documents. At least 11 financial institutions and 62 individual financial accounts were determined to have been victimized by the defendants' fraudulent activities. This case was investigated by the United States Secret Service and Austin Police Department. Assistant United States Attorney Matthew Devlin, this office's Computer Hacking and Intellectual Property Coordinator, prosecuted this case on behalf of the government.

Cassatt Corporation 5/26/2008 Cyber/Identity Risks Digital Data Breach, Loss, or Theft

On May 26, 2008, Colt Express Outsourcing, Inc. experienced a break-in during which computers containing unencrypted personal information on their current and former clients' employees and dependents were stolen. Colt notified its current and former clients, but other than providing each client with a list of its employees, dependents, and the type of data on the stolen computers, did not offer any support in terms of sending notifications or providing free credit monitoring, etc. Over the next few months, the list of clients affected has grown as reports to both New Hampshire and Maryland Attorney General's offices have become available online. If clients did not have employees in those two states, their name may not have been reported in the news or on this site. Based on information available, here is a partial list of affected clients and the number of individuals affected: CNET - 6500, Ebara Technologies, Inc, Avant! - 3053, bebe stores, Punahou School - more than 2,000, Google, Netegrity - 973, Gilead Sciences, Inc., Exponent - 3878, Pillsbury Winthrop Shaw Pittman LLP, 24 Hour Fitness, Bankers Benefits (California Bankers Association) - 50,000, Washington Government Environmental Services, LLC - 3800, Nielsen Mobile - 1071, Fortiss LLC - 3,313, JDS Uniphase, Cassatt Corporation, American Baptist Homes of the West, Inc., PDL BioPharma, Kana Inc. and Intuit - 22,000.

Gfk Mediamark Research & Intelligence, LLC

1/1/2005 Management & Strategy

Anti-trust 2012 CV 01728 New York

On March 8, 2012, Affinity LLC (Affinity) filed a lawsuit against GfK Mediamark Research & Intelligence (Gfk MRI) in the U.S. District Court for the Southern District of New York claiming that Gfk stole trade secrets in a "scheme to maintain a long-standing monopoly" in the $60 million per year print magazine audience research market. Affinity claims GfK MRI monopolized the magazine audience research market and the magazine advertising effectiveness research market by stealing Affinity's trade secrets and using them to sell competing products on the cheap. Magazine audience research measures a magazine's total readership and the demographic profiles and interests of its readers. Magazine advertising effectiveness research tracks magazine readers' engagement with specific ads to evaluate their effectiveness. Advertisers and publishers use both tools to determine the cost-efficiency of magazine advertising and advertising rates. Affinity also claims its new product quickly attracted advertisers and magazine publishers, made custom research obsolete and transformed the magazine advertising effectiveness research market. Affinity further claims its product dominated the market for more than 3 years, drawing the attention of GfK MRI, whose affiliate Starch Communications provided traditional custom research. GfK MRI claimed an interest in acquiring Affinity, but actually used Affinity's confidential business information, divulged during negotiations, to develop its own syndicated advertising effectiveness research product, according to the complaint. Affinity claims GfK MRI sold Ad Measure and Starch Syndicated on the cheap, and even offered them at no cost, threatening VISTA's viability. Affinity says it was forced to develop its own total magazine audience research product, the American Magazine Study (AMS), to compete with GfK's products. Affinity claims the absence of competition in the ad research market will cause consumers to pay supra-competitive prices. Affinity seeks compensatory and punitive damages for breach of contract, theft of trade secrets, unfair competition, fraudulent inducement, negligent misrepresentation, tortious interference with prospective business, and violations of the Sherman and Donnelly Acts.

Primus Telecommunications Group Inc

9/17/2012 Business & Trade Practices

Breach of Contract 7871-VCG Delaware

On September 17, 2012, Whitebox Advisors, LLC and River Ridge Master Fund Ltd. commenced a complaint in the Court of Chancery of the State of Delaware against Primus Telecommunications Holdings, Inc. (PTHI). The complaint alleged for breach of contract pertaining to the Second Supplemental Indeture dated September 17, 2012 (the Supplemental Indenture). The complaint was amended on September 19, 2012 which alleges that the Supplemental Indenture, by and among Primus Telecommunications Holding, Inc. (PTHI), each of the guarantors party thereto, and U.S. Bank National Association, as Trustee, governing PTHI's 10% Senior Secured Notes due 2017 (the 10% Notes) was entered into in breach of certain covenants in the underlying indenture and seeks among other things to enjoin the Supplemental Indenture from becoming effective and to enjoin PTHI from acting in reliance upon it. On September 28, 2012, PTHI entered into a stipulation pursuant to which PTHI has agreed not to take any actions under the Supplemental Indenture that would not have otherwise been permitted by the original indenture until the matter is finally resolved on the merits or otherwise order by the Court. On November 14, 2012, however, PTHI issued a press release announcing the settlement of the action and that its Board of Directors declared a special cash dividend of $2.50 per share on all issued and outstanding Company common stock in order to settle the litigation. The special cash dividend will be paid on December 11, 2012 to holders of record of Company common stock as of November 27, 2012.

Bridgepoint Education Inc

7/13/2012 Securities Securities Class Action 2012 CV 01737 California

On July 13, 2012, Donald K. Franke filed a class action lawsuit, alleging violations of the federal securities laws by Bridgepoint Education, Inc. (the company) and certain of its officers and/or directors. The class action was commenced in the United States District Court for the Southern District of California on behalf of purchasers of Bridgepoint common stock between May 3, 2011 and July 6, 2012 (the Class Period). According to the complaint, during the class period, defendants issued materially false and misleading statements regarding the company's business and financial results. Specifically, defendants concealed accreditation problems with the company's Ashford campus. As a result of defendants' false statements, Bridgepoint stock traded at artificially inflated prices during the class period, reaching a high of $30.50 per share on July 22, 2011.

InterMune Inc 7/5/2012 Business & Trade Practices

Breach of Contract 2012 CV 03495 California

On July 5, 2012, Shionogi & Co., Ltd (Shionogi) filed a complaint against InterMune, Inc. (InterMune) in the United States District Court for the Northern District of California. Shionogi's complaint alleges principally that InterMune breached an agreement between InterMune and Shionogi governing the exchange and use of certain documents and information relating to the parties' respective clinical trials of pirfenidone. The complaint alleges that InterMune breached the agreement by utilizing certain of Shionogi's information in its Marketing Authorization Application for pirfenidone with the European Medicines Agency (EMA) and then failing to pay royalties to Shionogi for all sales of pirfenidone (Esbriet ) in the European Union. In the alternative, the complaint alleges that, if InterMune did not use Shionogi's information in a way that would trigger a royalty obligation under the agreement, InterMune had an obligation to do so as an exclusive licensee. The collaboration agreement establishes a royalty structure on net sales of pirfenidone by InterMune payable to Shionogi on a territory-by-territory basis, in certain circumstances, equal to 6% of net sales for the first and second calendar year following commercialization, 8% of net sales for the third and fourth calendar year following commercialization and 10% of net sales for each subsequent calendar year thereafter. As previously reported, Esbriet sales in the European Union were $2.778 million for the year ended December 31, 2011 and $4.880 million for the three months ended March 31, 2012. The term of the royalty obligation is on a territory-by-territory basis and expires upon the expiration of the market exclusivity period that may be granted by the relevant governmental authority that has the jurisdiction to grant marketing approval for Esbriet in that certain geographical territory. In the European Union, the term of the royalty obligation, if any, would expire ten years from approval of the Marketing Authorization Application by the EMA. Shionogi is seeking, among other things, unspecified monetary


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damages and a declaration that InterMune is obligated to pay royalties to Shionogi for all sales of pirfenidone (Esbriet ) in the European Union. InterMune strongly disagrees with Shionogi's claims and intends to defend its position vigorously.

ISTA Pharmaceuticals Inc

4/5/2012 Securities Breach of Fiduciary Duties: Class Action

Unknown California

On April 5, 2012 and April 10, 2012, and April 25, 2012, three complaints were filed against ISTA Pharmaceuticals, Inc. (the company) in the Superior Court for the State of California, Salina v. ISTA Pharmaceuticals, Inc., et al., Hijab v. ISTA Pharmaceuticals, Inc., et al., and Kretz v. ISTA Pharmaceuticals, Inc., et al., respectively. On May 1, 2012, the plaintiff in the Salina action filed a request for voluntary dismissal of that case. On May 16, 2012, the Superior Court for the State of California entered an Order of Consolidation and Appointment of Lead Counsel, consolidating the Hijab and Kretz matters. The actions, purportedly brought on behalf of a class of stockholders, allege that the directors breached their fiduciary duties in connection with the proposed acquisition by, among other things, failing to maximize stockholder value and obtain the best financial and other terms and act in the best interests of public stockholders. The complaints further allege that Bausch + Lomb aided and abetted the directors' purported breaches. The plaintiffs seek injunctive and other equitable relief, including enjoining the company from consummating the merger, and damages, in addition to fees and costs. On May 23, 2012, the defendants and the plaintiffs reached an agreement in principle, subject to the court's approval, providing for the settlement and dismissal, with prejudice, of the above referenced cases. Pursuant to such agreement in principle, the Company agreed to make certain supplemental disclosures regarding the merger in this supplement to the Proxy Statement and, on May 24, 2012, the Company, Bausch + Lomb and Merger Sub entered into that certain Amendment No. 1 to Agreement and Plan of Merger to reduce the termination fee payable by the Company under certain circumstances described in the Proxy Statement from $14,500,000 to $13,750,000. If the settlement was finally approved by the Superior Court for the State of California it was anticipated that it would resolve and release all claims in all actions that were or could have been brought challenging any aspect of the proposed merger, the merger agreement, and any disclosure made in connection therewith (but excluding claims for appraisal under Section 262 of the Delaware General Corporation Law). The agreement in principle would provide for the conditional certification of a class for purposes of settlement only.

ISTA Pharmaceuticals Inc

3/29/2012 Securities Breach of Fiduciary Duties: Class Action

7367 Delaware

On March 29, 2012, Helene Hutt filed a lawsuit in the Court of Chancery of the State of Delaware against members of the board of directors of ISTA Pharmaceuticals, Inc. (ISTA or the company) in an effort to block the proposed takeover of ISTA by Bausch + Lomb for $9.10 per share. On March 26, 2012, ISTA and Bausch + Lomb announced that they signed an agreement under which Bausch + Lomb would acquire ISTA for $9.10 per share in cash, or a total of approximately $500 million. According to the complaint, the plaintiff alleges that the defendants breached their fiduciary duties owed to ISTA stockholders arising out of the attempt to sell ISTA to Bausch + Lomb at an unfair price via an unfair process. The plaintiff alleges that the $9.10 offer was unfair to stockholders in ISTA and undervalued the company. The plaintiff alleges that the proposed transaction was also unfair because as part of the merger agreement, defendants agreed to certain onerous and preclusive deal protection devices, such as a no shop, no solicitation, matching rights and a $14.5-million termination fee provision, that operated conjunctively to make the proposed transaction a fait accompli and ensured that no competing offers would emerge for the company. The plaintiff seeks judgment, cost and expenses, reasonable attorney's fees, and such other and further relief. On May 23, 2012, the parties reached an agreement in principle, subject to the court's approval, providing for the settlement and dismissal, with prejudice, of the case. Pursuant to such agreement in principle, the Company agreed to make certain supplemental disclosures regarding the Merger and to file a supplement to the Company's Definitive Proxy Statement and, on May 24, 2012, the Company, Parent and Merger Sub entered into Amendment No. 1 to reduce the termination fee payable by the Company under certain circumstances described in the Company's Definitive Proxy Statement from $14,500,000 to $13,750,000. The settlement would not affect the merger consideration to be paid to stockholders of the Company in connection with the Merger or the timing of the special meeting of stockholders of the Company scheduled for June 5, 2012.

Wright Medical Group Inc 4/11/2011 Securities Securities Fraud Unfiled Tennessee

On April 11, 2011, according to a press release, a group of law firm launched an investigation against Wright Medical Group, Inc. (WMGI) after the resignation of Wright Medical Group's CEO. The investigation focuses over possible violations of Federal Securities Laws. The investigation by a law firm focuses on potential shareholder claims in connection with Wright Medical Group's 12-month Total Revenue increased from $386.85 million in 2007 to $518.97 million in 2010. Its Net Income rose from $0.96 million in '07 to $17.84 million in 2010. Also, on September 29, 2010, Wright Medical Group, Inc. agreed to pay $7.9 million to settle civil and administrative claims to resolve a United States Department of Justice investigation into the consulting and professional service agreements by Wright Medical Group, Inc. with orthopedic surgeons in connection with hip or knee joint replacement procedures or products. Wright Medical reformed the way it hires consultants. The law firms will also investigate the Shares of WMGI trade recently at $15.50 per share. However, WMGI shares traded during 2007 as high as $30.14 per share and during 2008 as high as over $32.13 per share and the WMGI shares fell from roughly $17.14 per share to as low as $14.70 during April 5, 2011 after on April 5, 2011, it was disclosed that Gary D. Henley, Wright Medical Group's CEO since 2006, resigned before a board meeting called to discuss management's oversight of the company's "ongoing compliance program." CEO Mr. Henley also resigned his position on the board of directors.

Rural/Metro Corp 4/6/2011 Securities Breach of Fiduciary Duties: Class Action

CA6350 Delaware

Rural/Metro Corporation (the Company), each member of the Board of Directors, Warburg, Parent, and Merger Sub are named as defendants in purported class action lawsuits brought by alleged stockholders of the Company challenging the Company's proposed merger with Parent. The stockholder actions were filed in the Court of Chancery of the State of Delaware (Llorens v. Rural/Metro Corporation, et al., filed April 6, 2011) and in the Superior Court of the State of Arizona, County of Maricopa (Joanna Jervis v. Rural/Metro Corporation, et al., filed April 6, 2011). Robert E. Wilson, a former member of the Board of Directors, is also named as a defendant in the Llorens stockholder action. The stockholder actions allege, among other things, that the members of the Board of Directors breached their fiduciary duties owed to the Company's public stockholders and were aided and abetted by certain of the defendants, and seek, among other things, to enjoin the defendants from completing the merger on the agreed-upon terms. On May 16, 2011, Joanna Jervis, the stockholder in the Jervis Arizona action, filed a complaint in the Court of Chancery of the State of Delaware. On May 23, 2011, after plaintiff filed a complaint in Delaware, the parties filed a stipulation of dismissal and proposed order dismissing the Jervis Arizona action, which the court so-ordered on May 24, 2011. On May 27, 2011, the Court of Chancery of the State of Delaware entered an Order of Consolidation and Appointment of Lead Counsel designating Plaintiff Llorens as Lead Plaintiff and Faruqi & Faruqi, LLP as Lead Counsel under the caption In re Rural Metro Corporation Consolidated Shareholders Litigation, C.A. No. 6350-VCS (the "Consolidated Delaware Action"). On June 16, 2011, the Company, each member of the Board of Directors, Warburg Pincus, Parent, Merger Sub and the Lead Plaintiff in the Consolidated Delaware Action reached an agreement in principle, subject to the Court's approval, providing for the settlement and dismissal, with prejudice, of the Consolidated Delaware Action filed in connection with the merger. Pursuant to such agreement in principle, on June 16, 2011, the Company agreed to make certain supplemental disclosures regarding the merger in this supplement to the Company's definitive proxy statement. The supplemental disclosures are contained below in this proxy supplement and should be read in conjunction with the proxy statement.

ZymoGenetics Inc 9/13/2010 Securities Breach of Fiduciary Duties: Securities

Unknown Washington

On September 07, 2010, Seattle, Washington based ZymoGenetics and Bristol-Myers Squibb Company announced after the market closed that the companies have signed an agreement providing for the acquisition of ZymoGenetics by Bristol-Myers Squibb, for $9.75 per share in cash. According to ZymoGenetics the transaction, with an aggregate purchase price of approximately $885 million, or approximately $735 million net of cash acquired, has unanimously approved its board of directors. On September 13, 2010, an investor in ZymoGenetics, Inc. (ZymoGenetics) filed a lawsuit in State Court against members of the board of directors of Zymo Genetics alleging breaches of fiduciary duty arising out of their attempt to sell ZymoGenetics too cheaply too Bristol Myers Squibb. According to the lawsuit the plaintiff alleged that the defendants breached their fiduciary duty for selling biopharmaceutical company ZymoGenetics via an unfair process at an unfair price to Bristol-Myers Squibb. But the plaintiff claimed that the sales process was unfair since Bristol-Myers Squibb has stated its intention to close the tender offer and consummate the proposed acquisition if it gets tender of only 58 percent of ZymoGenetics stock or only an additional 22 percent of ZGEN shares, and shareholders holding approximately 36 percent of the outstanding shares of ZymoGenetics' common stock have already entered into agreements with Bristol-Myers Squibb to support the transaction and to tender their shares in the offer. The plaintiff criticizes that Bristol-Myers Squibb was also using $150 million of ZymoGenetics's own cash to finance the proposed acquisition. In addition, the plaintiff also alleged that the price offered was unfair. ZymoGenetics revenue increased over the past four years from $25.38 million in 2006 to $129.34million in 2009. Even though its shares ZGEN traded before the announcement


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on September 07, 2010 at $5.30, ZGEN shares were down from its current 52 week High of $7.31 per share and traded as high as $6.53 per share in April 2010. In addition ZGEN shares traded at almost $12 per share during 2008, at $16.38 per share during 2007 and as high as $24.50 per share during 2006.

Bridgepoint Education, Inc.


Fraudulent Trade Practices

Unknown District of Columbia

On January 22, 2013, Bridgeport Education Inc. (BEI) was served with a qui tam complaint that was filed by private relators on July 2, 2010 to the US Department of Justice (DOJ) claiming that Bridgeport violated the Federal False Claims Act. The complaint alleged among other things that BEI and its operated entity Ashford University violated the Act by falsely certifying to the US Department of Education that from March 2005 Ashford was in compliance with federal rules regarding the payment of incentive compensation to enrollment personnel in connection with the institution's participation in student financial aid programs. The case was unsealed on January 2, 2013. The company is evaluating the complaint to defend against the allegations. The DOJ had investigated the company after receiving a complaint that it violated federal rules with its admissions personnel's compensation. On January 14, 2013, DOJ declined to prosecute the case but it could be still pursued on the US government's behalf.

Polypore International Inc 9/9/2008 Management & Strategy

Anti-trust Unknown Pennsylvania

On September 9, 2008, the Federal Trade Commission (FTC) issued an administrative complaint challenging Polypore International Inc.'s (Polypore) consummated acquisition of rival battery separator manufacturer Microporous Products L.P. (Microporous), and other conduct by Polypore, as anticompetitive and in violation of the federal antitrust laws. Polypore competed with the former Microporous through its Daramic business unit. The complaint also charged Polypore with engaging in an unfair method of competition by entering into an agreement in 2001 with a potential competitor in order to prevent the company from entering the market for polyethylene (PE) battery separators that Polypore manufactures and sells. In addition, the complaint alleged that Polypore attempted through various anticompetitive means to maintain monopoly power in multiple battery separator markets. On February 22, 2010, the FTC's Administrative Law Judge (ALJ) issued an initial decision in which he recommended to the FTC that it order the Company to divest substantially all of the acquired FTC assets, which includes the manufacturing facilities located in Piney Flats, Tennessee and Feistritz, Austria and restore the competitive environment to that which existed prior to the acquisition, while ruling in our favor on other portions of the complaint. On March 15, 2010, the Polypore filed a Notice of Appeal with the FTC. On July 28, 2010 an oral argument for the appeal was heard by the FTC and the Polypore is waiting a ruling on the appeal.

Bausch & Lomb Inc 6/6/2006 Securities Derivative Action 2006 CV 6337 New York

ReNu with MoistureLoc was introduced in late 2004. It is a multipurpose solution for cleaning, rinsing, disinfecting, and storing soft contact lenses. But reports of Fusarium keratitis-a severe fungal infection of the cornea potentially leading to corneal scarring and blindness-began to circulate among users of the solution, first surfacing in July 2005 in Singapore and later in Hong Kong. Bausch & Lomb recalled the product from Asian markets in February 2006 but did not alert U.S. users or the FDA to the problem. Two purported derivative actions asserting allegations relating to the MoistureLoc withdrawal were filed. The first case, entitled Little v. Zarrella, Case No. 06-cv-6337, was filed in June 2006 in the Federal District Court for the Southern District of New York and was transferred to the Western District of New York, Rochester Division, where it is currently pending against certain directors of Bausch & Lomb, and also naming Bausch & Lomb as nominal defendant. The second case, entitled Pinchuck v. Zarrella, Case No. 06-6377, was filed in June 2006 in the Supreme Court of the State of New York, County of Monroe. Pinchuck v. Zarrella was dismissed on March 30, 2007. Plaintiffs in these actions allege that the individual defendants breached their fiduciary duties to Bausch & Lomb in connection with Bausch & Lomb's handling of the MoistureLoc withdrawal. Plaintiffs purport to allege damage to Bausch & Lomb as a result of, among other things, costs of litigating product liability and personal injury lawsuits, costs of the product recall, costs of carrying out internal investigations, and the loss of goodwill and reputation. Plaintiffs seek unspecified damages as well as certain declaratory and injunctive relief.Pursuant to a stipulated schedule ordered by the Court in the federal Little action, plaintiff in that case will have until 60 days after a ruling on a motion to dismiss in the consolidated securities action is entered or, if no such motion is filed, 60 days after defendants' answer to a consolidated amended complaint in the consolidated securities action is filed, to file an amended complaint. On June 14, 2006 the lawsuit was transfered from the U.S.D.C. Southern District of New York to the United States District Court - Western District of New York.

Bausch & Lomb Inc 4/13/2006 Securities Breach of Fiduciary Duties: Class Action

2006 CV 06298 New York

Initially, two separate derivative actions were filed in April 2006 in Federal District Court for the Southern District of New York, and were later transferred to the Western District of New York and consolidated under In re Bausch & Lomb Incorporated Derivative Litigation, Case Nos. 06-cv-6298 (master file) and 06-cv-6299 against certain present and former officers and directors of Bausch & Lomb, and also naming Bausch & Lomb as nominal defendant asserting allegations relating to accounting issues at Bausch & Lomb's Brazilian and Korean subsidiaries and those asserting allegations relating to the MoistureLoc withdrawal. Among other things, plaintiffs allege that the individual defendants breached their fiduciary duties to Bausch & Lomb by causing or allowing Bausch & Lomb to issue materially false and misleading public statements regarding Bausch & Lomb's financial condition and operations that failed to disclose negative information about Bausch & Lomb's Brazilian and Korean subsidiaries and internal controls, thereby inflating the price of Company stock during the relevant time period. On May 16, 2007, plaintiffs filed a First Amended Verified Shareholder Derivative and Class Action Complaint (First Amended Complaint) against the current members of the Board of Directors, certain current and former officers, certain former board members, as well as Warburg Pincus, and naming Bausch & Lomb as nominal defendant. In addition to realleging the prior derivative claims, the First Amended Complaint purports to set forth direct claims on behalf of a putative class of Bausch & Lomb's shareholders against the current director defendants alleging that the directors have breached their fiduciary duties to shareholders in connection with entering into the merger agreement with Warburg Pincus pursuant to which affiliates of Warburg Pincus will acquire all of the outstanding shares of our Common stock for $65.00 in cash as announced on May 16, 2007, and a claim against Warburg Pincus for aiding and abetting such breach. With respect to the derivative claims, plaintiffs (i) purport to allege damage to Bausch & Lomb as a result of, among other things, a decrease in Bausch & Lomb's market capitalization, exposure to liability in securities fraud actions, and the costs of internal investigations and financial restatements, and (ii) seek unspecified damages as well as certain declaratory and injunctive relief, including for misappropriation of inside information for personal benefit by certain of the individual defendants. With respect to the direct class claims, plaintiffs (i) purport to allege damage to shareholders as a result of, among other things, Bausch & Lomb having entered into a proposed transaction that is unfair to shareholders, including because the per share price offered is allegedly inadequate and consummation of the proposed transaction risks extinguishing their derivative claims, and (ii) seek injunctive relief against the proposed transaction. On July 24, 2007, plaintiffs filed an unopposed motion for leave to file a Second Amended Complaint; the Court granted leave on August 2, 2007. The proposed Second Amended Complaint contains substantially similar allegations as the First Amended Complaint, except that it adds allegations that the current director defendants have breached their fiduciary duties to Bausch & Lomb's shareholders by filing a preliminary proxy statement on July 10, 2007 that omitted material information and/or provided materially misleading information about the proposed transaction. Pursuant to a stipulated schedule ordered by the Court in connection with plaintiffs' application for leave to file a Second Amended Complaint, defendants will have 30 days from its filing to answer or otherwise respond to it. On August 7, 2007, a motion to dismiss the Second Amended Derivative and class action complaint was filed by the defendants. On October 29, 2007 a notice of proposed settlement in the in re Bausch & Lomb Inc. Buyout Litigation, Index No. 07/6384 was made. Stipulated under the settlement agreement was the release of class members' claims and dismissal of the action and related federal Actions. These included related actions pending in the United States District Court for the Western District of New York against Defendants in the buyout litigation as well as certain other defendants to be dismissed with prejudice upon court approval of the Proposed Settlement. Those actions are captioned In re: Bausch & Lomb Incorporated Derivative Litigation, No. 06-CV-6298-MAT-MWP, Zimmerman v. Zarrella et al., No. 07-CV-6411-MAT-MWP, and First Derivative Traders, L.P., et al. v. Bausch & Lomb, et al., No. 07-CV-6412-MAT-MWP. A fairness hearing was scheduled on February 8, 2008. On February 21, 2008, the court dismissed the case with prejudice in accordance with the Stipulation and the Order and Final Judgment filed in the State Court.


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Recent Federal Dockets for the Parent Company and its Subsidiaries

Caption File date Category Docket Number Court

Carter Et Al V. E.M.S. Ventures, Inc. Et Al

12/28/2012 Labor 2012 cv 4473 US District Court for the Northern District of Georgia

Cocchi Et Al V. Tremont Group Holdings, Inc. Et Al

12/17/2012 Securities 2012 cv 9064 US District Court for the Southern District of New York

Eike Et Al V. Allergan, Inc. Et Al

11/1/2012 Torts 2012 cv 1141 US District Court for the Southern District of Illinois

Warburg Pincus & Co. V. Warburgpimcus.Com

10/25/2012 Other 2012 cv 1198 US District Court for the Eastern District of Virginia

Cocchi Et Al V. Tremont Group Holdings, Inc. Et Al

9/7/2012 Securities 2012 cv 80970 US District Court for the Southern District of Florida

Loyde V. Shelby County Justice Center Et Al

8/13/2012 Other 2012 cv 2705 US District Court for the Western District of Tennessee

Pickering V. Adp Dealer Services, Inc. Et Al

8/8/2012 Other 2012 cv 6256 US District Court for the Northern District of Illinois

Tarleton V. Kosmos Energy Ltd Et Al

8/1/2012 Securities 2012 cv 2612 US District Court for the Northern District of Texas

Scottron V. Bausch And Lomb, Inc

7/25/2012 Contracts 2012 cv 11358 US District Court for the District of Massachusetts

Mounger V. Kosmos Energy Ltd Et Al


Bausch And Lomb Incorporated V. Abbott Laboratories Et Al

5/16/2012 Contracts 2012 cv 789 US District Court for the Central District of California

Hoffman v. Bausch & Lomb Incorporated

2/23/2012 Contracts 2012 cv 1120 US District Court for the District of New Jersey

Brady V. Kosmos Energy, Ltd. Et Al


Corning Ambulance Service, Inc. Et Al V. The Allstate Corporation Et Al

10/20/2011 Contracts 2011 cv 1253 US District Court for the Northern District of New York

Wilburn V. Rural/Metro Corporation Of Tennessee

9/15/2011 Labor 2011 cv 2800 US District Court for the Western District of Tennessee

Clash Events with the Industry

Description Root Cause

IPOs 2001-2002 In Re IPO

Fracking/Hydraulic Fracturing Cases related to or triggered by

Club Deals Litigation Bid Rigging and Antitrust

Colt Express Outsourcing, Inc. - 2008 Cyber: Data Breach Incident


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Potential Insured Losses based on Industry Experience (Management Liability)

Top Industry Management Liability Cases by Accident/Filing Date


Amount(in millions)

Category Subtype

Alcon Laboratories, Inc


Sales Practices

On February 27, 2013, a class action lawsuit was filed by Carmen J. Fields against Alcon Laboratories and Alcon research Ltd (Alcon) in the US Distric...



Marketing Practices

On November 1, 2012, Charlene Eike, Shirley Fisher, Jordan Pitler and Alan Raymond (collectively the Plaintiffs) filed a complaint against Alcon Labor...

Forest Resource Management Corp

12/1/2011 Securities Securities Fraud

U.S. Securities and Exchange Commission Litigation Release No. 22336 / April 18, 2012 SEC v. William J. Reilly, 9:11-CV-81322-DMM (S.D. Fla.) ...

Alcon Inc. 1/7/2010 $0.00 Securities Breach of Fiduciary Duties: Class Action

On January 4, 2010, Novartis announced that it submitted to the Alcon board of directors a proposal for a merger of Alcon with and into Novartis to be...

Alcon, Inc. 1/7/2010 $0.00 Securities Breach of Fiduciary Duties: Class Action


Top Industry Management Liability Cases by Settlement Amount


Amount(in millions)

Category Subtype


2/4/2009 $0.91 Securities Securities Fraud

U.S. SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 21531 / May 25, 2010 SEC v. Forest Resources Management Corp., et al., Civil Acti...

Forest Resources Management



Alcon Inc. 1/7/2010 $0.00 Securities Breach of Fiduciary Duties: Class Action


Alcon, Inc. 1/7/2010 $0.00 Securities Breach of Fiduciary Duties: Class Action




Sales Practices

On February 27, 2013, a class action lawsuit was filed by Carmen J. Fields against Alcon Laboratories and Alcon research Ltd (Alcon) in the US Distric...



Marketing Practices

On November 1, 2012, Charlene Eike, Shirley Fisher, Jordan Pitler and Alan Raymond (collectively the Plaintiffs) filed a complaint against Alcon Labor...

Private-Equity Firms Rigging Buyouts 2006 Single Case, Multiple Defendants


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Forest Resources Management








U.S. SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 21080 / June 11, 2009 SEC v. Forest Resources Management Corp., et al., Civil Act...



U.S. Securities and Exchange Commission Litigation Release No. 22336 / April 18, 2012 SEC v. William J. Reilly, 9:11-CV-81322-DMM (S.D. Fla.) ...



U.S. SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 21080 / June 11, 2009 SEC v. Forest Resources Management Corp., et al., Civil Act...

Key Personnel

Name Age Title Officer Since

Brent Saunders N/A Chief Executive Officer N/A

Brent Saunders is chief executive officer of Bausch + Lomb. He was appointed to this position in March 2010.

Mr. Saunders brings significant expertise in the pharmaceutical industry, having recently served as a senior executive with Schering-Plough. Most recently he held the position of president of Global Consumer Health Care and was named head of integration for Schering-Plough's merger with Merck & Co. and for Schering-Plough's acquisition of Organon BioSciences.

Before joining Schering-Plough, Mr. Saunders was a partner and head of Compliance Business Advisory at PricewaterhouseCoopers LLP. Prior to that, he was chief risk officer at Coventry Health Care and senior vice president, Compliance, Legal and Regulatory at Home Care Corporation of America. Mr. Saunders began his career as chief compliance officer for the Thomas Jefferson University Health System.

Mr. Saunders serves on the Board of Directors of ElectroCore LLC and the Overlook Hospital Foundation. He is chairman of the Board of Directors of the American Heart Association.

Mr. Saunders, 40, earned his MBA from Temple University School of Business, his J.D. from Temple University School of Law and his bachelor's degree from the University of Pittsburgh.

Brian J. Harris N/A Chief Financial Officer N/A

Brian J. Harris is chief financial officer and corporate vice president for Bausch & Lomb. A global business and finance executive with more than three decades of experience with multinational organizations, he was appointed to these positions in March 2009.

Beginning in 1989, Mr. Harris held positions of increasing responsibility with Tomkins plc, the industrial, automotive, building products and engineering manufacturing conglomerate. These included roles as president of the $2 billion Worldwide Power Transmission business for Denver, Colo.-based Gates Corporation, as well as senior vice president for Strategic Business Development and Business Administration, and chief financial officer and company secretary. He also served as president of Gates Unitta Asia, the company's Japanese joint venture, during which time he was based in Osaka.

Prior, Mr. Harris held financial director and controller roles with Tomkins operating companies in the U.K. and U.S., as well as U.K.-based operating companies for Hanson Plc. He began his career as a staff accountant in the Glasgow office of Deloitte & Touche LLP.

Mr. Harris earned his Bachelor of Accountancy from Glasgow University, and qualified as a Scottish Chartered Accountant. A native of Western Scotland, he was born in August 1956.

A. Robert D. Bailey N/A General Counsel N/A

A. Robert D. Bailey is corporate vice president and general counsel of Bausch & Lomb, responsible for the legal affairs of the company on a worldwide basis. He was named to this post in 2007. Mr. Bailey began his legal career as an associate with what is now the law firm of Nixon Peabody LLP in Rochester, N.Y. He was first employed at Bausch & Lomb as counsel from 1994 to 1995, then re-joined the company in 1997 after serving as associate general counsel and assistant secretary at Goulds Pumps, Inc. Prior to being named general counsel, he was vice president, assistant general counsel and assistant secretary for the company. Mr. Bailey was born in Winnipeg, Manitoba, Canada, in 1963. He holds a J.D., cum laude, from the University of Minnesota and a B.A. degree from St. Olaf College in Northfield, Minn. He is admitted to practice in the State of New York.

lan H. Farnsworth N/A CTO/CIO/MIS N/A

ALAN H. FARNSWORTH is corporate vice president and president of The Europe, Middle East and Africa Region, responsible for the commercial operations of all Bausch & Lomb businesses in the region. He was named to this post in 2001. Mr. Farnsworth joined Bausch & Lomb in 1988 as vice president Business Development for the former International Division. He has held positions including vice president Marketing and president Lens Care in the former Personal Products division. He was named staff vice president Corporate Development in 1996 and corporate vice president Business Development in 1997. He became corporate vice president and president Pharmaceuticals/Europe in 2000. Prior to joining Bausch & Lomb, Mr. Farnsworth held a variety of senior operating and general management positions with Schlegel Corporation, a privately held manufacturer of industrial goods.

Mr. Farnsworth was born in Albion, N.Y., in September 1952. He received a Bachelor of Arts degree in Political Science from the University of Rochester and a Juris Doctor degree from Cornell University School of Law, Ithaca, N.Y.

Mr. Farnsworth is a member of the board of trustees of the International Agency for the Prevention of Blindness/Vision 2020.

Susan A. Roberts N/A Chief N/A


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Susan A. Roberts is corporate vice president and chief compliance officer, responsible for leading the company s compliance and ethics programs. She was named to this post in 2006, and also heads the global pharmacovigilance and safety surveillance groups.

Ms. Roberts joined the company in 1995 after several years in private practice as a trial lawyer at Harter, Secrest & Emery. She then held positions of increasing responsibility in the Bausch & Lomb Law department, including serving as vice president and assistant general counsel.

Ms. Roberts holds a J.D. cum laude from the Albany Law School of Union University and a Bachelor's degree from Binghamton University.

Calvin W. Roberts N/A Chief N/A

Calvin W. Roberts, M.D., is executive vice president, chief medical officer of Bausch + Lomb. He was named to this post in March 2011.

Dr. Roberts coordinates their global D&R efforts across their Vision Care, Pharmaceuticals and Surgical business units for optimal leverage and outcomes.

An expert and innovator in ophthalmic medical products and cataract surgery, Dr. Roberts has a unique blend of academic, clinical, business and hands-on product development experience. He has led the development and commercialization of numerous OTC and prescription pharmaceuticals, and is a frequent industry lecturer and author.

In 2003, Dr. Roberts co-founded Alimera Sciences, Inc., the specialty pharmaceuticals company.

Dr. Roberts holds patents on the wide-field specular microscope, used for corneal endothelial studies, and is the developer of instruments for cataract surgery. As a consultant to ophthalmic pharmaceutical companies, including Allergan Pharmaceuticals, Johnson & Johnson and Novartis, Roberts has helped lead the development and marketing efforts for several new therapeutics.

He is a clinical professor of ophthalmology at the Weill Medical College of Cornell University. As a practicing ophthalmologist from 1998 to 2008, he performed more than 10,000 cataract surgeries plus 5,000 refractive and other corneal surgeries.

A graduate of Princeton University and the College of Physicians and Surgeons of Columbia University, Dr. Roberts completed his internship and ophthalmology residency at Columbia Presbyterian Hospital in New York. He also completed cornea fellowships at Massachusetts Eye and Ear Infirmary and the Schepens Eye Research Institute in Boston.

Rick A. Heinick N/A Chief N/A

Rick Heinick is executive vice president and chief human resources officer, for Bausch + Lomb. He joined the company in January 2011.

Mr. Heinick has responsibility for Bausch + Lomb's strategy for selecting, developing, energizing, and valuing the company's global workforce. He also oversees the company's communications and transformational initiatives.

Mr. Heinick previously served as a senior partner with Schaffer Consulting, where he advised executives on organizational transformation and increasing performance. Mr. Heinick was an advisor to a number of multinational companies in the health care sector, including Johnson & Johnson, C.R. Bard, and was lead advisor for Merck & Co. on its merger with Schering-Plough.

Mr. Heinick was the founder and president of PPS, Inc., a software company focusing on increasing people's performance. He began his career with Mercer Management Consulting. His work has been published in leading publications such as Bloomberg Businessweek, Chief Executive Magazine and Pharmaceutical Executive, and he is a frequent speaker regarding organizational transformation and M&A. His article, The Merger Dividend, was published in the July/August 2011 issue of Harvard Business Review.

Mr. Heinick holds a bachelor's degree in Communications (Organizational) from Boston University, and a masters of Management (International) from McGill University. He is based at the company's world headquarters in Rochester, N.Y.

Mr. Heinick serves on the board of directors of the Rochester Business Alliance and on the board of directors of ABVI-Goodwill.

Daniel M. Wechsler N/A Executive Vice President N/A

Daniel M. Wechsler is executive vice president, president, global Pharmaceuticals. He joined the company in September 2010.

He was most recently head of U.S. Strategy, Commercial Model Innovation and Business Development for Merck & Co., a role to which he was appointed following the company's acquisition of Schering-Plough Corporation in 2009. From 2005 to 2009, he was group vice president, Global Business Operations and Selling Excellence, for Schering-Plough, and a member of the global management team.

In 2003, Mr. Wechsler joined Pfizer Inc. as vice president for its multibillion-dollar U.S. Specialty Sales organization, with responsibility for the oncology, ophthalmics, medical/surgical, Agouron, cardiovascular, urology and gynecology, endocrine care and women's health franchises.

He began his career in 1991 with The Upjohn Company (later Pharmacia Corporation), holding a variety of positions with increasing responsibilities for sales and sales training.

Mr. Wechsler holds a master's degree from the University of Rochester and a bachelor's degree from the State University of New York at Brockport.

Sheila A. Hopkins N/A Executive Vice President N/A

Sheila A. Hopkins is executive vice president, president, global Vision Care for Bausch + Lomb. She joined the company in September 2011.

Ms. Hopkins was most recently with the Colgate-Palmolive Company where she was Vice President, General Manager, Professional Oral Care. Ms. Hopkins spent the last 14 years of her career with Colgate-Palmolive where she served in a variety of roles including Vice President and General Manager, Personal Care and Vice President of Global Business Development. During her tenure, Ms. Hopkins grew revenues and profits for consumer and professional brands and helped reinvigorate the company's new product innovation stream.

Ms. Hopkins also spent more than seven years at Procter & Gamble where she led marketing for the company's skin care brands including Oil of Olay, Clearasil and Noxzema. Earlier in her career, Ms. Hopkins worked for American Cyanamid in a variety of product, marketing and sales roles including Director of National Accounts where she was responsible for customers such as Wal-Mart, K-Mart, Target and Walgreen's.

Ms. Hopkins has also held roles at Tambrands and Revlon, and she has served on the Board of Directors for Warnaco since July 2003.

Ms. Hopkins is a graduate of Wellesley College.

Michael Gowen N/A Executive Vice President N/A


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Michael D. Gowen is corporate vice president and executive vice president, Global Business Operations and Process Excellence, for Bausch & Lomb. He was named to these posts in 2008.

Prior to joining Bausch & Lomb, Mr. Gowen was vice president of Global Operations and Supply Chain for the Johnson & Johnson Group of Consumer Companies. From 2002 to 2004, he was vice president of Global Operations and Supply Chain for Johnson & Johnson Vision Care.

He also has served in multiple management roles with McNeil Consumer and Specialty Pharmaceuticals Company, including six years as vice president of operations, and as plant manager of its Round Rock, Texas facility.

Mr. Gowen holds a Bachelor of Science degree in Industrial Management from VillanovaUniversity, a M.B.A. degree from TempleUniversity, a Master of Engineering degree in Industrial Engineering from PennStateUniversity, and a Master of Science degree in Organizational Dynamics from the University of Pennsylvania.

Mariano García-Valiño N/A Executive Vice President N/A

Mariano Garcia-Vali o is executive vice president, president Latin America for Bausch + Lomb. He was named to this position in October 2010.

Mr. Garcia-Vali o has extensive experience in the Latin American business and health care industry. Prior to Bausch + Lomb, he was an operating partner with Advent International, a global private equity firm, focusing specifically on investment opportunities within the Latin American health care industry.

From 2001 to 2009, Mr. Garcia-Vali o served in multiple roles with Pfizer Inc., among them as head of Pfizer's largest operating group in Brazil, overseeing a pharmaceuticals business. During his tenure at Pfizer, Mr. Gariia-Vali o also served as chief marketing officer of the Brazilian operation, head of business development for Brazil and head of planning and business development for Latin America.

During the merger between Pfizer and Pharmacia, Mr. Garcia-Vali o led the integration of the $1 billion, 10-country, 4,000-person Latin American operations, resulting in the creation of the largest pharmaceuticals company in the region.

Mr. Garcia-Vali o held positions with McKinsey & Company, Eli Lilly and Disprofarma earlier in his career.

Mr. Garcia-Vali o holds a degree in Industrial Engineering from Universidad de Buenos Aires and an MBA from Harvard Business School.

Charl van Zyl N/A Executive Vice President N/A

Charl van Zyl is executive vice president, commercial leader EMEA. He was named to this position in November 2010.

He leads Bausch + Lomb's cross-functional, multi-market EMEA operations team with direct commercial responsibility for B+L's emerging markets in the region.

Mr. van Zyl joined Bausch + Lomb in 2009, serving as vice president, EMEA, for the company's Pharmaceuticals business.

Before arriving at Bausch + Lomb, Mr. van Zyl was chief executive officer for the German biotechnology firm, Jado Technologies. From 2004 to 2007 he held positions at Novartis Pharma AG as head of Marketing and Sales, Pharma Europe, and head of Global Marketing, Ophthalmics.

Early in his career Mr. van Zyl held multiple positions with Eli Lilly & Co, with responsibilities spanning across Japan, the United States, Europe and Latin America.

Mr. van Zyl graduated from the University of Cape Town with Bachelors of Science (Medicine) Honours and MBA degrees.

Rodney (Rod) W. Unsworth N/A Executive Vice President N/A

Rodney (Rod) W. Unsworth is executive vice president, president Asia Pacific. He joined the company in July 2010.

Prior to Bausch + Lomb, Mr. Unsworth served as president, Asia-Pacific, for Schering-Plough Corporation from 2004 until its merger with Merck in 2009. In that role, he led a performance turnaround in key markets such as China.

From 1995 to 2002, Mr. Unsworth was with Pharmacia where he served numerous roles including president, Asia-Pacific; global vice president, Ophthalmology and Metabolic Diseases; and managing director, Pharmacia & Upjohn Australia.

In 1972, Mr. Unsworth founded Delta West, the Australian pharmaceuticals company, and served as its chairman and managing director for two decades. The company was acquired by Upjohn in 1992.

Mr. Unsworth holds a degree in pharmacy from the Victorian College of Pharmacy, Australia.

John Barr N/A Vice President N/A

John Barr is Executive Vice President and Global President of Bausch + Lomb's Surgical business. He was named to this post in May 2012, and reports to Bausch + Lomb's President and CEO, Brent Saunders.

Mr. Barr has extensive medical device and biotechnology industry experience spanning a wide variety of operational, strategy and customer-facing roles in which he consistently increased company value and delivered business results.

At Bausch + Lomb, Mr. Barr has global responsibility for the company's full suite of ophthalmic surgical products, intraocular lenses (IOLs) and delivery systems, which include such brand names as enVista Crystalens , Stellaris PC, Storz and VICTUS .

Immediately prior to joining Bausch + Lomb, Barr was President and CEO of AGA Medical, a pioneer of minimally invasive devices to treat structural heart defects and vascular abnormalities. Under his leadership, AGA Medical, which had been a Welsh Carson Anderson and Stowe-owned portfolio company, completed a successful IPO before ultimately being acquired by St. Jude Medical.

Barr also spent more than eight years at V.I. Technologies, an anti-infective therapeutics company as its President and COO. Prior to joining V. I. Technologies, Barr spent seven years with Haemonetics, a manufacturer of blood processing technology, in a variety of customer service and operations roles before ultimately being named President of North American Operations. Earlier in his career, Barr spent nearly 10 years at Baxter Healthcare in a number of financial and operational assignments culminating with his being promoted to Vice President of the company's healthcare IT solutions division, which ultimately merged with IBM Hospital Systems.

Barr is a graduate of the J. L. Kellogg Graduate School of Management-Northwestern University in Evanston, IL where he earned his master's degree in Accounting and Economics. He earned his undergraduate degree in Bioengineering from the University of Pennsylvania in Philadelphia, PA. Barr is also a former member of the Board of Directors for AdvaMed.


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Significant Developments - Past 3 Months

Development Date

JPMorgan, Citi, Bank of America to Lead Bausch & Lomb Inc IPO-Economic Times 03/01/2013

Board and Management Interlocks

Director/Officer Position Interlocked Company Position with Interlocked Company

Elizabeth H. Weatherman Director Talon Therapeutics, Inc. Director

Elizabeth H. Weatherman Director Medtronic Spine LLC Director

Joseph P. Landy Director Warburg Pincus LLC President - Other

Sean D. Carney Director Warburg Pincus LLC Managing Director

Robert J. Palmisano Director Covidien Chief Executive Officer

R. Kerry Clark Director Cardinal Information Corporation Chief Executive Officer


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20 For more information contact your Advisen rep at +1.212.897.4800, email [email protected] , or visit www.advisen.com

Recent News

PRESS RELEASE: S&P 'B+' Rtg Outlk On Bausch & Lomb Inc. Revised To Pos 03/25/2013

The following is a press release from Standard & Poor's:

-- On March 19, Rochester, N.Y.-based Bausch & Lomb Holdings Inc. borrowed $700 million under a new senior unsecured term loan (bridge loan).

Concurrently, its wholly owned operating company Bausch & Lomb Inc. drew $100 million on its revolving credit facility. The company used cash to fund a $772

million shareholder dividend (Warburg Pincus LLC is the primary sponsor).

-- On March 22, 2013, Bausch & Lomb Inc. filed an SEC form S-1 registration statement and plans to execute an initial public offering (IPO) for a portion of

the privately held ownership.

-- We are revising our rating outlook on the company to positive from stable, reflecting the potential for deleveraging within one year. All ratings, including our 'B+'

corporate credit rating on the company, are affirmed.

-- The positive outlook reflects the potential for material deleveraging within a year.

NEW YORK (Standard & Poor's) March 25, 2013--Standard & Poor's Ratings Services today revised its rating outlook on Rochester, N.Y.-based Bausch & Lomb

Inc. to positive from stable. The 'B+' corporate credit rating is affirmed.

At the same time, we affirmed our 'B+' issue-level rating on the company's senior secured debt. The recovery rating on this debt is '3', indicating our expectation for

meaningful (50%-70%) recovery of principal in the event of a payment default. We also affirmed our 'B' issue-level rating on the company's senior unsecured debt.

The recovery rating on this debt is '5' (10%-30% recovery expectation).

The company expects to use the proceeds of the IPO, anticipated in mid 2013, to repay the bridge loan. Proceeds in excess of $700 million will be used for working

capital and other general corporate purposes, which may include funding strategic acquisitions and repayment of other indebtedness.

Bausch & Lomb's consolidated debt leverage increases to almost 7x as a result of the holding company debt and revolver drawdown. If the IPO does not

proceed and the bridge loan remains outstanding, we estimate that debt leverage would fall to under 6.5x at year-end 2013 as the outstanding revolver balance

declines and EBITDA increases. This financial metric as well as the company's adequate liquidity support our affirmation of our ratings on the company ratings at this

time.

The rating on Bausch & Lomb Inc. reflects its "satisfactory" business risk profile and "highly leveraged" financial risk profile. The "satisfactory" business risk

profile is evidenced by diversity in ophthalmology product offerings (vision care, pharmaceuticals, and surgical), a vast global network and brand recognition, ongoing

strong performance in the pharmaceuticals segment, and an improving product pipeline. These strengths are offset by an EBITDA margin that is currently weak

relative to medical device and pharmaceutical company peers, and competitive pressures. The adjusted debt-to-EBITDA ratio of 5.5x and funds from operations to

debt of 8% at year end 2012, which modestly weaken as a result of the holdco debt, remain commensurate with the company's "highly leveraged" financial risk profile.

Our positive rating outlook on Bausch & Lomb reflects the potential for material deleveraging within a year. We could raise our ratings on the company if the IPO

is successful, the bridge loan is repaid, additional debt is retired, and we believe that debt leverage will remain between 4.5x and 5x.

However, if the IPO is unsuccessful and the bridge loan remains outstanding, we would revise our outlook to stable. Although unexpected, a sizeable acquisition that

would precipitate a revolver drawdown and signal a more aggressive financial policy could also cause us to revise the outlook to stable.

RELATED CRITERIA AND RESEARCH

-- Methodology: Business Risk/Financial Risk Matrix Expanded, Sept. 18, 2012

-- Liquidity Descriptors For Global Corporate Issuers, Sept. 28, 2011

-- Use Of CreditWatch And Outlooks, Sept. 14, 2009

-- 2008 Corporate Criteria: Analytical Methodology, April 15, 2008

-- 2008 Corporate Criteria: Rating Each Issue, April 15, 2008

-- 2008 Corporate Criteria: Ratios And Adjustments, April 15, 2008

Complete ratings information is available to subscribers of RatingsDirect on the Global Credit Portal at www.globalcreditportal.com. All ratings affected by this rating

action can be found on Standard & Poor's public Web site at www.standardandpoors.com. Use the Ratings search box located in the left column.

Primary Credit Analyst: Cheryl E Richer, New York (1) 212-438-2084;

[email protected]

Secondary Contact: Gail I Hessol, New York (1) 212-438-6606;

[email protected]

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All rights reserved.

(END) Dow Jones Newswires

03-25-13 0949ET

WIPO PUBLISHES PATENT OF BAUSCH & LOMB AND TECHNOLAS PERFECT VISION FOR "SYSTEM AND METHOD FOR MOVING

THE FOCAL POINT OF A LASER BEAM" (AMERICAN,... [U.S. Fed News]

03/25/2013

WIPO PUBLISHES PATENT OF BAUSCH & LOMB AND TECHNOLAS PERFECT VISION FOR "SYSTEM AND METHOD FOR MOVING THE FOCAL POINT OF A

LASER BEAM" (AMERICAN, GERMAN INVENTORS)

GENEVA, March 25 -- Publication No. WO/2013/039592 was published on March 21.

Title of the invention: "SYSTEM AND METHOD FOR MOVING THE FOCAL POINT OF A LASER BEAM."

Applicants: TECHNOLAS PERFECT VISION GMBH (DE) and BAUSCH & LOMB INCORPORATED (US).

Inventors: Kristian Hohla (DE), Gwillem Mosedale (DE), Robert Edward Grant (US) and David Haydn Mordaunt (US).

According to the abstract* posted by the World Intellectual Property Organization: "A system and method are provided wherein an operational characteristic of a laser

beam is identified. A predetermined ophthalmic reference datum is also identified. The identified laser beam characteristic is then used in its relationship with the

reference datum for guidance and control of the laser beam's focal point. In operation, the laser beam's focal point is moved through eye tissue while minimizing any

deviations of the operational characteristic of the laser beam from the reference datum."

The patent was filed on June 27, 2012 under Application No. PCT/US2012/044448.

*For further information, including images, charts and tables, please visit: http://www.wipo.int/patentscope/search/en/detail.jsf?docId=WO2013039592

For any query with respect to this article or any other content requirement, please contact Editor at [email protected]

(c) 2013 US Fed News (HT Syndication)

Bausch & Lomb Plans New Share Offering 03/23/2013

Bausch & Lomb , the eye-care company primarily owned by Warburg Pincus, filed documents on Friday to go public again.

The company said in the registration filing that Warburg Pincus would continue to own a majority of the stock after the offering. A Bausch & Lomb spokesman on

Friday declined to comment on the size of the offering.

In December, Bausch & Lomb was exploring strategic options for the company. DealBook reported that it had hired Goldman Sachs to explore a sale, hoping to fetch

more than $10 billion. At the time, people briefed on the matter said that if an acceptable bid was not found, Warburg Pincus would likely pursue an initial public

offering of the company instead.

Earlier this year, people briefed on the matter said Warburg was seeking up to $10 billion in a sale or I.P.O.

http://www.globalcreditportal.com/


On March 15, the company's board declared a cash dividend of $7.40 a share, resulting in distributions of $772 million to shareholders, primarily Warburg Pincus. The

company financed the dividend payout by borrowing $700 million under a new unsecured loan as well as $100 million under its revolving credit facility.

Warbug Pincus had bought Bausch & Lomb in 2007 for about $3.67 billion, in a bid to help lift the company's fortunes. A year earlier, the company had been forced to

recall its popular ReNu With MoistureLoc contact lens solution because of manufacturing problems.

Bausch & Lomb reported a net loss of $68.3 million in 2012, down from a loss of $123.9 million in 2011. It had revenue of $3.04 billion last year, up from $2.8 billion in

2011.

Bausch & Lomb , founded in 1853 by John Jacob Bausch and Henry Lomb as an optical goods shop in Rochester, had previously been publicly traded from

December 1958 to October 2007 under the symbol ''BOL.''

The company now has more than 11,000 employees worldwide and is still based in Rochester.

This is a more complete version of the story than the one that appeared in print.

March 23, 2013, SaturdayLate Edition - Final

Section: BPage: 2Column: 0Desk: Business/Financial DeskLength: 312 words

(c) 2013 The New York Times Company

Investigators from Bausch & Lomb Target Ophthalmic Preparations 03/20/2013

By a News Reporter-Staff News Editor at Biotech Week -- Data detailed on Drugs and Therapies have been presented. According to news reporting out of

Montpellier, France, by NewsRx editors, research stated, "To examine the efficacy and safety of a new gel formulation loteprednol etabonate 0.5% in the treatment of

inflammation and pain after cataract surgery. Seventeen United States clinical sites."

Our news journalists obtained a quote from the research from Bausch & Lomb , "Prospective double-masked parallel-group study. Patients with anterior chamber cell

(ACC) grade 2 or higher after cataract surgery were randomized to loteprednol etabonate 0.5% gel or vehicle 4 times a day for 14 days. Primary outcome measures

included the proportion of patients with complete resolution of ACC and grade 0 (no) pain on postoperative day 8. Safety measures included adverse events,

intraocular pressure (IOP), visual acuity, biomicroscopy and funduscopy findings, and tolerability (ocular symptoms and drop comfort). The intent-to-treat population

included 406 patients (203 per treatment). On day 8, 30.5% of patients in the loteprednol etabonate group and 16.3% of patients in the vehicle group had complete

resolution of ACC, whereas 72.9% and 41.9%, respectively, had grade 0 pain (both P<.001). Significant treatment differences for complete resolution of ACC and

grade 0 pain favoring loteprednol etabonate were also found on day 15 and day 18. One patient in each treatment group had a significant increase in IOP (>= 10 mm

Hg). Analyses of pain, photophobia, and tearing favored loteprednol etabonate at different time points beginning on day 3. More than 85% of patients in each

treatment group reported no discomfort on drop instillation."

According to the news editors, the research concluded: "Loteprednol etabonate gel 0.5% was efficacious and safe in treating postoperative inflammation and pain."

For more information on this research see: Efficacy and safety of loteprednol etabonate 0.5% gel in the treatment of ocular inflammation and pain after cataract

surgery. Journal of Cataract and Refractive Surgery, 2013;39(2):158-167. Journal of Cataract and Refractive Surgery can be contacted at: Elsevier Science Inc, 360

Park Ave South, New York, NY 10010-1710, USA. (Elsevier - www.elsevier.com; Journal of Cataract and Refractive Surgery -

www.elsevier.com/wps/product/cws_home/620025)

Our news journalists report that additional information may be obtained by contacting R.K. Rajpal, Bausch & Lomb Inc, Montpellier, France (see also Drugs and

Therapies).

Keywords for this news article include: France, Europe, Montpellier, Loteprednol, Inflammation, Topical Agents, Drugs and Therapies, Ophthalmic Steroids,

Ophthalmic Preparations

Our reports deliver fact-based news of research and discoveries from around the world. Copyright 2013, NewsRx LLC

(c) 2013 Biotech Week via NewsRx.com

Bausch & Lomb announces encouraging results from Phase IIb glaucoma study 03/15/2013

Bausch & Lomb Incorporated has announced the Phase IIb results for latanoprostene bunod. The results showed that latanoprostene bunod is effective at lowering

IOP at multiple concentrations in a dose-dependent manner.

It also showed that latanoprostene bunod 0.024 percent QD statistically significantly reduced IOP greater than latanoprost with a similar side effect profile.

Latanoprostene bunod, a nitric oxide-donating prostaglandin F2 alpha analog licensed by Nicox to Bausch + Lomb , is being developed for the reduction of intraocular

pressure (IOP) in patients with glaucoma or ocular hypertension. In this dose ranging study, it was shown that latanoprostene bunod consistently lowered IOP in a

dose-dependent manner.

The randomized, investigator-masked Phase IIb study was initiated by Bausch + Lomb in November 2010 to identify the most efficacious and safe dose of

latanoprostene bunod for the reduction of IOP.

The study enrolled 413 patients across 23 sites in the US and Europe. Patients were randomized to receive either latanoprostene bunod (various concentrations) or


Xalatan 0.005 percent (latanoprost) once a day in the evening for 28 days. The Phase IIb study met its primary efficacy endpoint which was the reduction in mean

diurnal intraocular pressure (IOP) on day 28 and showed positive results on a number of secondary endpoints.

In light of the positive results of the Phase IIb results, Bausch + Lomb initiated a Phase III clinical program of latanoprostene bunod in January 2013. The program

includes two separate randomized, multicentre, double-masked, parallel-group clinical studies, APOLLO and LUNAR, designed to compare the efficacy and safety of

latanoprostene bunod administered once daily (QD) with timolol maleate 0.5 percent administered twice daily (BID) in lowering IOP in patients with open-angle

glaucoma or ocular hypertension.

(c) 2013 Datamonitor. All Rights Reserved.

Documents

Mgmt Liability Report - Advisen Ltd. · PDF fileBausch & Lomb disclosed that it had agreed to pay $ 42 million to settle the class-action lawsuit by shareholders, filed on grounds