in re: beckman coulter, inc., securities litigation 10-cv...

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Christopher J. Keller (admitted pro hac vice) Christopher J. McDonald (admitted pro hac vice) LABATON SUCHAROW LLP 140 Broadway New York, New York 10005 Telephone: (212) 907-0700 Facsimile: (212) 818-0477 Email: [email protected]

Co-Lead Counsel for Lead Plaintiff and the Class

Mark Labaton (Bar No. 159555) MOTLEY RICE LLP 1100 Glendon Avenue, 14th Floor Los Angeles, California 90024 Telephone: (310) 500-3488 Facsimile: (310) 824-2870 Email: [email protected]

Liaison Counsel for the Class

Sherrie R. Savett (admitted pro hac vice) Barbara A. Podell (admitted pro hac vice) Douglas M. Risen (admitted pro hac vice) Eric Lechtzin (Bar No. 248958) BERGER & MONTAGUE, P.C. 1622 Locust Street Philadelphia, Pennsylvania 19103 Telephone: (215) 875-3071 Facsimile: (215) 875-5715 Email: [email protected]


UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

Case No.: 8:10-cv-1327-JST (RNBx)

IN RE BECKMAN COULTER, INC. TION OF SECURITIES LITIGATION

Hon. Josephine Staton Tucker

STIPULATION OF SETTLEMENT Case No.: 8:10-cv-1327-JST (RNBx)

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This stipulation and agreement of settlement (the “Stipulation” or

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“Settlement”) is made and entered into by and between Arkansas Teacher

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Retirement System and Iron Workers District Council of New England Pension

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Fund (“Lead Plaintiff”), on behalf of itself and the putative Class (defined below),

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and Beckman Coulter, Inc. (“Beckman” or the “Company”), and the Individual

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Defendants (defined below, and together with the Company, the “Defendants”).

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WHEREAS:

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A. All words or terms used herein that are capitalized shall have the

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meaning ascribed to those words or terms as set forth herein and in ¶ 1 hereof

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entitled “Definitions.”

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B. In September 2010, two proposed class actions were filed against the

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I Defendants in the United States District Court for the Central District of California

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(the “Court”) captioned, respectively, City of Southfield Fire & Police Ret. System

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v. Beckman Coulter, Inc ., Case No. 8:10-cv-1327 (C.D. Cal. Sept. 3, 2010) and

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Pinchuck v. Beckman Coulter, Inc ., Case No. 8:10 cv-1334 (C.D. Cal. Sept. 7,

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2010). On December 8, 2010, the Court issued an order consolidating these cases

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into the present Action and appointing Arkansas Teacher Retirement System and

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Iron Workers District Council of New England Pension Fund as Lead Plaintiff,

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permitting Steelworkers Pension Trust to serve as a named Plaintiff (collectively

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“Plaintiffs”), and appointing Labaton Sucharow LLP and Berger & Montague, P.C.

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as Lead Counsel for the putative Class.

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C. Lead Plaintiff filed a Consolidated Class Action Complaint for

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Violations of Federal Securities Laws (the “Complaint”) on February 7, 2011

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against the Defendants, asserting claims under Sections 10(b) and 20(a) of the

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Securities Exchange Act of 1934 (the “Exchange Act”) on behalf of any person or

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entity who purchased or otherwise acquired Beckman common stock between July

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31, 2009 and July 22, 2010, inclusive, and who were allegedly damaged thereby.

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D. On April 22, 2011, Defendants filed a Motion to Dismiss, which was

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currently pending before the Court at the time of this Settlement.

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E. Lead Plaintiff, through Lead Counsel, states that it conducted a

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thorough investigation relating to the claims and underlying events and

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transactions of the Action. This process included reviewing and analyzing:

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Beckman’s filings with the Securities and Exchange Commission (the “SEC”);

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securities analysts’ reports; public statements by Defendants; media reports about

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Defendants; court records in multiple actions involving Beckman; trading data;

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documents obtained from the United States Food and Drug Administration

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(“FDA”) pursuant to requests made under the Freedom of Information Act; recall

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notices of Beckman’s products dating back to January 2006; adverse event reports

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from the FDA’s Manufacturer and User Facility Device Experience database; and

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product and other information available on Beckman’s website,

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www.beckmancoulter.com .

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F. Lead Counsel also states that it interviewed more than 60 former

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employees of Beckman and consulted with FDA industry experts regarding, among

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other things, medical devices and radiation producing electronic products, site and

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plant inspections, good manufacturing practices, quality control, health and safety

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requirements, and pre-market notification requirements pursuant to Section 510(k)

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of the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 360(k)), as well as

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damages experts.

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G. On June 9, 2011, Lead Plaintiff and the Defendants (collectively, the

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“Parties”) participated in a mediation regarding potential settlement of the Action

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facilitated by the Honorable Daniel Weinstein of JAMS. In connection with the

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mediation process, the Parties exchanged confidential mediation statements and

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information regarding their respective views of the merits of the claims and of

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alleged damages. In connection with the mediation process, Lead Plaintiff and

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Lead Counsel conducted arm’s-length negotiations with counsel for Defendants


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with respect to a potential compromise and settlement of the Action with a view to

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achieving the best relief possible consistent with the interests of the Class.

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H. Based upon their investigation and the mediation, Lead Plaintiff and

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I Lead Counsel have concluded that the terms and conditions of this Settlement are

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fair, reasonable and adequate to Plaintiffs and the Class. Lead Plaintiff believes

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that the claims asserted in the Action have merit and that evidence developed to

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date supports the claims asserted. However, Lead Plaintiff and Lead Counsel

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recognize and acknowledge the expense and length of continued proceedings

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necessary to prosecute the Action against the Defendants through trial and appeals.

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Lead Plaintiff and Lead Counsel also have taken into account the uncertain

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outcome and the risk of any litigation, especially in complex actions such as the

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Action, and the possibility that the Court could dismiss the Action with prejudice

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on a ruling on the Defendants’ motion to dismiss or at summary judgment. Lead

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Counsel are mindful of the inherent problems of proof and the possible defenses to

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the claims alleged in the Action. Based on their evaluation, Lead Plaintiff and

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Lead Counsel believe that the Settlement set forth in this Stipulation confers

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substantial monetary benefits upon the Class and is in the best interests of

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and the Class.

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I. The Defendants have denied and continue to deny any and all liability

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under the U.S. securities laws. The Defendants have denied and continue to deny

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each of the claims alleged by Lead Plaintiff on behalf of the Class, including all

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claims in the Complaint.

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J. This Stipulation, whether or not consummated, any proceedings

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relating to any settlement, or any of the terms of any settlement, whether or not

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consummated, shall in no event be construed as, or deemed to be evidence of, an

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admission or concession on the part of the Defendants with respect to any claim of

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any liability or damage whatsoever, or any infirmity in any defense that the

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Defendants have or could have asserted. The Defendants are entering into this


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Settlement to eliminate the burden, expense, uncertainty, distraction and risk of

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further litigation.

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NOW THEREFORE, without any concession by Lead Plaintiff that the

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Action lacks merit, and without any concession by Defendants of any liability or

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wrongdoing or lack of merit in their defenses, it is hereby STIPULATED AND

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AGREED , by and among the Parties to this Stipulation, through their respective

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attorneys, subject to approval by the Court pursuant to Rule 23(e) of the Federal

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Rules of Civil Procedure, that, in consideration of the benefits flowing to the

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Parties hereto, all Released Claims and all Released Defendants’ Claims as against

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all Released Parties shall be compromised, settled, released and dismissed with

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prejudice, and without costs, upon and subject to the following terms and

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conditions:

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DEFINITIONS

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1. As used in this Stipulation, the following terms shall have the

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meanings set forth below:

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(a) “Action” means In re Beckman Coulter, Inc. Sec. Litig. , No.

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8:10-cv-1327-JST (RNBx) and all consolidated actions pending in the United

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States District Court for the Central District of California, before the Honorable

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Josephine Staton Tucker.

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(b) “Authorized Claimant” means a Class Member who timely

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I submits to the Claims Administrator a valid Proof of Claim and Release form that

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is approved for payment by the Court.

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(c) “Alternative Judgment” means a form of final Judgment that

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may be entered by the Court herein but in a form other than the form of Judgment

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provided for in this Stipulation and where neither Lead Plaintiff nor Defendants,

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through their respective counsel, hereto elects to terminate this Settlement by

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reason of such variance.

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(d) “Claims Administrator” means the firm to be retained by Lead

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Counsel, subject to Court approval, to provide all notices approved by the Court to

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Class Members, process Proofs of Claim and administer the Settlement.

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(e) “Class” or “Class Member” means any person or entity who

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purchased or otherwise acquired Beckman common stock between July 31, 2009

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and July 22, 2010, inclusive, and who was allegedly damaged thereby. Excluded

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from the Class are the Defendants; any officer or director of Beckman during the

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Class Period; members of the immediate families of each of the foregoing and their

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legal representatives, heirs, successors or assigns; and any entity in which any

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Defendant has or had (during the Class Period) a controlling interest. Also

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excluded from the Class are any proposed Class Members who properly exclude

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themselves by filing a valid and timely request for exclusion in accordance with

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the requirements set forth in the Notice.

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(f) “Class Period” means the period between July 31, 2009 and

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July 22, 2010, inclusive.

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(g) “Company” means Beckman Coulter, Inc., also referred to

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herein as “Beckman.”

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(h) “Court” means the United States District Court for the Central

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District of California.

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(i)

“Defendants” means Beckman and the Individual Defendants.

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(j)

“Defendants’ Counsel” means the law firm of Latham &

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Watkins LLP.

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(k) “Distribution Order” means an order of the Court approving the

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Claims Administrator’s administrative determinations concerning the acceptance

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and rejection of the claims submitted and approving any fees and expenses not

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previously paid, including the fees and expenses of the Claims Administrator and,

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if the Effective Date has occurred, directing payment of the Net Settlement Fund to

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Authorized Claimants.


(l) “Effective Date” means the date upon which the Settlement

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shall become effective, as set forth in ¶ 41 below.

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(m) “Escrow Account” means the separate interest-bearing escrow

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account at a banking institution designated by Lead Counsel into which the

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Settlement Amount is to be deposited for the benefit of the Class. The Escrow

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Account shall be controlled solely by the Escrow Agent.

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(n)

“Escrow Agent” means Lead Counsel.

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(o)

“Final,” with respect to the Judgment, means the later of: (i) if

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there is an appeal from the Judgment, the date of final affirmance on appeal and

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the expiration of the time for any further judicial review whether by appeal,

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reconsideration or a petition for a writ of certiorari and, if certiorari is granted, the

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date of final affirmance of the Judgment following review pursuant to the grant; or

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(ii) the date of final dismissal of any appeal from the Judgment or the final

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dismissal of any proceeding on certiorari to review the Judgment; or (iii) the

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expiration of the time for the filing or noticing of any appeal from the Judgment,

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which is thirty (30) calendar days after the Judgment is entered on the Court’s

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docket (or, if the date for taking an appeal or seeking review of the Judgment shall

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be extended beyond this time by order of the Court, by operation of law or

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otherwise, or if such extension is requested, the date of expiration of any extension

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if any appeal or review is not sought). In the event that the Court enters an

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Alternative Judgment, Final shall mean the date that such Alternative Judgment is

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no longer subject to appeal or review by certiorari or otherwise, and the time for

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any petition for reargument, appeal or review, by certiorari or otherwise, has

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expired. However, any appeal or proceeding seeking subsequent judicial review

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pertaining solely to the Plan of Allocation of the Net Settlement Fund, or to the

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Court’s award of attorneys’ fees or expenses, shall not in any way delay or affect

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the time set forth above for the Judgment or Alternative Judgment to become Final,

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or otherwise preclude the Judgment or Alternative Judgment from becoming Final.


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(p) “Individual Defendants” means Scott T. Garrett and Charles P.

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I Slacik.

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(q) “Judgment” means the proposed Final Order and Judgment to

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be entered approving the Settlement substantially in the form attached hereto as

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I Exhibit B.

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(r) “Lead Counsel” means the law firms of Labaton Sucharow

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and Berger & Montague, P.C.

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(s) “Lead Plaintiff” means Arkansas Teacher Retirement System

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and Iron Workers District Council of New England Pension Fund.

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(t) “Net Settlement Fund” means the Settlement Fund less:

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(i) Court-awarded attorneys’ fees and expenses; (ii) Notice and Administration

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Expenses in excess of $500,000; (iii) Taxes; and (iv) any other fees or expenses

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approved by the Court, including any award to Lead Plaintiff for reasonable costs

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and expenses (including lost wages) pursuant to the Private Securities Litigation

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Reform Act of 1995, 15 U.S.C. §78u-4 (the “PSLRA”).

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(u) “Notice” means the Notice of Pendency of Class Action and

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Proposed Settlement and Motion for Attorneys’ Fees and Expenses, which is to be

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sent to members of the Class and, subject to approval of the Court, shall be

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substantially in the form attached hereto as Exhibit A-1 to Exhibit A hereto.

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(v) “Notice and Administration Expenses” means all fees and

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expenses incurred in connection with providing notice to the Class and the

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administration of the Settlement, including but not limited to: (i) providing notice

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of the proposed Settlement by mail, publication and other means; (ii) receiving and

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reviewing claims; (iii) applying the Plan of Allocation; (iv) communicating with

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Persons regarding the proposed Settlement and claims administration process;

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(v) distributing the proceeds of the Settlement; and (vi) fees related to the Escrow

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Account and investment of the Settlement Fund.

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(w) “Party” or “Parties” means Defendants and Lead Plaintiff, on

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I behalf of themselves and the other Class Members.

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(x) “Person” means an individual, corporation (including all

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divisions and subsidiaries), general or limited partnership, association, joint stock

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company, joint venture, limited liability company, professional corporation, estate,

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legal representative, trust, unincorporated association, government or any political

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subdivision or agency thereof, and any other business or legal entity.

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(y) “Plaintiffs” means Lead Plaintiff and Steelworkers Pension

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I Trust.

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(z) “Preliminary Approval Order” means the proposed order

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preliminarily approving the Settlement and directing notice to the Class of the

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pendency of the Action and of the Settlement, which, subject to the approval of the

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Court, shall be substantially in the form attached hereto as Exhibit A.

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(aa) “Proof of Claim” means the Proof of Claim and Release form

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for submitting a claim, which shall be substantially in the form attached as Exhibit

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A-2 to Exhibit A hereto.

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(bb) “Released Claims” means all claims, rights and causes of

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action, duties, obligations, demands, actions, debts, sums of money, suits,

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contracts, agreements, promises, damages, and liabilities of every nature and

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description, whether known or Unknown (as defined below), whether arising unde

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federal, state, common or administrative law, or any other law, that Lead Plaintiff

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or any other Class Member: (i) have asserted in the Action, including in the

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Complaint; or (ii) could have asserted in any forum, that arise out of the

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allegations, transactions, facts, events, occurrences, acts, disclosures, statements,

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representations or omissions or failures to act involved, set forth, or referred to in

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the Complaint filed in the Action, and that relate to the purchase or acquisition

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during the Class Period of Beckman common stock. Released Claims do not

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include claims: (i) to enforce the Settlement; (ii) to enforce confidentiality


agreements and obligations concerning information provided in connection with

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the settlement of the Action; and (iii) asserted derivatively or directly in the action

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In re Beckman Coulter, Inc. Shareholders Litig ., Lead Case No. 30-2010-0040632

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pending in the Superior Court of the State of California, County of Orange.

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(cc) “Released Defendants’ Claims” means all claims, rights and

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causes of action, duties, obligations, demands, actions, debts, sums of money, suits,

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description, whether known or Unknown, whether arising under federal, state,

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common or administrative law, or any other law, that the Defendants or any other

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Released Defendant Party asserted, or could have asserted, against any of the

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Released Plaintiff Parties that arise out of or relate in any way to the

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commencement, prosecution, settlement or resolution of the Action or the claims

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against the Released Defendant Parties. “Released Defendants’ Claims” do not

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the settlement of the Action; and (iii) that arise out of or relate in any way to the

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commencement, prosecution, settlement or resolution of claims asserted

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derivatively or directly in the action In re Beckman Coulter, Inc. Shareholders

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Litig ., Lead Case No. 30-2010-0040632 pending in the Superior Court of the State

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of California, County of Orange.

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(dd) “Released Defendant Parties” means the Defendants and their

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present or former trustees, officers, directors, principals, employees, agents,

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partners, insurers, auditors, heirs, executors, administrators, attorneys, accountants,

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financial advisors, representatives, predecessors, successors or assigns, parents,

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subsidiaries, divisions, affiliates, associates, joint ventures, general or limited

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partners or partnerships, limited liability companies and any trust of which any

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Individual Defendant is the settlor or which is for the benefit of their immediate

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family members.


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(ee) “Released Parties” means the Released Defendant Parties and

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the Released Plaintiff Parties collectively.

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(ff) “Released Plaintiff Parties” means Plaintiffs, each and every

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Class Member, Lead Counsel, and their respective present or former trustees,

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officers, directors, principals, employees, agents, partners, insurers, auditors, heirs

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executors, administrators, attorneys, accountants, financial advisors,

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representatives, predecessors, successors or assigns, parents, subsidiaries,

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divisions, affiliates, associates, joint ventures, general or limited partners or

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partnerships, limited liability companies and any trust of which Plaintiffs, any

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Class Member, or Lead Counsel is the settlor or which is for the benefit of their

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immediate family members.

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(gg) “Settlement” means the resolution of the Action as against the

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Defendants in accordance with the terms and provisions of this Stipulation.

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(hh) “Settlement Amount” means the total principal amount of

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$5,000,000 in cash.

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(ii) “Settlement Fund” means: (a) $5,000,000 in cash paid by or on

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behalf of the Defendants into the Escrow Account (as set forth in ¶ 6 below) and

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(b) any earnings on any monies held in the Escrow Account.

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(jj) “Settlement Hearing” means the hearing to be held by the Court

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to determine whether the proposed Settlement is fair, reasonable and adequate and

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should be approved.

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(kk) “Stipulation” means this Stipulation of Settlement.

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(ll) “Summary Notice” means the Summary Notice of Pendency of

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Class Action and Proposed Settlement and Motion for Attorneys’ Fees and

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Expenses for publication, which shall be substantially in the form attached as

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Exhibit A-3 to Exhibit A hereto.

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(mm) “Taxes” means all taxes on the income of the Settlement Fund

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and expenses and costs incurred in connection with the taxation of the Settlement

STIPULATION OF SETTLEMENT

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Fund (including, without limitation, interest, penalties and the expenses of tax

attorneys and accountants).

(nn) “Unknown Claims” means any and all Released Claims, which

the Lead Plaintiff or any other Class Member does not know or suspect to exist in

his, her or its favor at the time of the release of the Released Defendant Parties, and

any Released Defendants’ Claims that the Defendants or any other Released

Defendant Party does not know or suspect to exist in his, her or its favor at the time

of the release of the Released Plaintiff Parties, which if known by him, her or it

might have affected his, her or its decision(s) with respect to the Settlement. With

respect to any and all Released Claims and Released Defendants’ Claims, the

Parties stipulate and agree that, upon the Effective Date, Lead Plaintiff and the

Defendants shall expressly, and each other Class Member and each other Released

Defendant Party shall be deemed to have, and by operation of the Judgment or

Alternative Judgment shall have, expressly waived and relinquished any and all

provisions, rights and benefits conferred by any law of any state or territory of the

United States, or principle of common law, which is similar, comparable, or

equivalent to Cal. Civ. Code § 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Lead Plaintiff, the other Class Members, the Defendants or the other Released

Defendant Parties may hereafter discover facts in addition to or different from

those which he, she, or it now knows or believes to be true with respect to the

subject matter of the Released Claims and the Released Defendants’ Claims, but

Lead Plaintiff and the Defendants shall expressly, fully, finally and forever settle

and release, and each other Class Member and each other Released Defendant

Party shall be deemed to have settled and released, and upon the Effective Date

and by operation of the Judgment or Alternative Judgment shall have settled and


released, fully, finally, and forever, any and all Released Claims and Released

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Defendants’ Claims as applicable, without regard to the subsequent discovery or

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I existence of such different or additional facts. Lead Plaintiff and the Defendants

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acknowledge, and other Class Members and each other Released Defendant Party

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by operation of law shall be deemed to have acknowledged, that the inclusion of

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I “Unknown Claims” in the definition of Released Claims and Released Defendants’

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Claims was separately bargained for and was a key element of the Settlement.

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SCOPE AND EFFECT OF SETTLEMENT

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2. The obligations incurred pursuant to this Stipulation are, subject to

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approval by the Court and such approval becoming Final, in full and final

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disposition of the Action with respect to the Released Parties and any and all

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Released Claims and Released Defendants’ Claims.

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3. For purposes of this Settlement only, Lead Plaintiff and the

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Defendants agree to: (i) certification of the Action as a class action, pursuant to

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Fed. R. Civ. P. 23(a) and 23(b)(3), on behalf of the Class; (ii) the certification of

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Lead Plaintiff as Class Representative for the Class; and (iii) the appointment of

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Lead Counsel as Class Counsel for the Class.

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4. By operation of the Judgment or Alternative Judgment, as of the

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Effective Date, Lead Plaintiff and each and every other Released Plaintiff Party, on

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behalf of themselves and each of their respective heirs, executors, trustees,

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administrators, predecessors, successors and assigns, shall be deemed to have fully,

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finally and forever waived, released, discharged and dismissed each and every one

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of the Released Claims against each and every one of the Released Defendant

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Parties and shall forever be barred and enjoined from commencing, instituting,

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prosecuting or maintaining any of the Released Claims against any of the Released

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Defendant Parties.

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5. By operation of the Judgment or Alternative Judgment, as of the

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Effective Date, the Defendants and each of their respective Released Defendant


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Parties, on behalf of themselves and each of their respective heirs, executors,

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trustees, administrators, predecessors, successors and assigns, shall be deemed to

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have fully, finally and forever waived, released, discharged and dismissed each a

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every one of the Released Defendants’ Claims, as against each and every one of

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the Released Plaintiff Parties and shall forever be barred and enjoined from

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commencing, instituting, prosecuting or maintaining any of the Released

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Defendants’ Claims against any of the Released Plaintiff Parties.

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THE SETTLEMENT CONSIDERATION

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6. In full settlement of the claims asserted in the Action against the

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Defendants and in consideration of the releases specified in ¶¶ 4 and 5, above,

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Beckman shall pay or cause its insurers to pay the sum of $5,000,000 in cash (the

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“Settlement Amount”). Beckman shall deposit or cause its insurers to deposit the

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Settlement Amount into the Escrow Account on or before ten (10) business days

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after the later of (1) entry of the Preliminary Approval Order or (2) receipt by

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Defendants’ Counsel from Lead Counsel complete and accurate wiring

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instructions, payment address, and a completed and executed W-9 form.

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7. With the exception of Beckman’s obligation to pay or cause payment

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of the Settlement Amount into the Escrow Account, and to pay or reimburse

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advancements from the Escrow Account for Notice and Administration Expenses

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up to $500,000 as specified in ¶ 11, the Released Defendant Parties and

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Defendants’ Counsel shall have no obligation to pay any amount pursuant to this

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Settlement Agreement, and shall have no obligation or liability whatsoever with

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respect to the Settlement Amount or Escrow Account, including but not limited to

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fees, Taxes, investment decisions, maintenance, supervision or distributions.

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8. The Parties agree to cooperate in expeditiously seeking preliminary

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and final approval of the Settlement.

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USE AND TAX TREATMENT OF SETTLEMENT FUND

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9. The Settlement Fund shall be used: (i) to pay any Taxes; (ii) to

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advance up to $500,000 for payment of Notice and Administration Expenses,

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subject to reimbursement by Beckman as set forth in ¶ 11 below; (iii) to pay

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Notice and Administration Expenses in excess of $500,000; (iv) to pay any

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attorneys’ fees and expenses awarded by the Court; (v) to pay any costs and

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expenses allowed by the PSLRA and awarded to Plaintiffs by the Court; and (vi)

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pay claims to Authorized Claimants.

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10. Lead Counsel may withdraw from the Settlement Fund on one or

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more occasions amounts that are actually and reasonably incurred to pay Notice

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and Administration Expenses in connection with providing notice to the Class and

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administering the Settlement, including, but not limited to, locating Class

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Members, assisting with the filing of claims, administering and distributing the

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Settlement Fund to Authorized Claimants, and processing Proofs of Claim.

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11. Beckman shall pay Notice and Administration Expenses actually and

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reasonably incurred up to a total cumulative cap of $500,000. Lead Counsel shall

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request payment by Beckman through submission of an expense claim that

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provides documentation showing the amount, vendor, services and date of Notice

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and Administration Expenses actually incurred and paid or payable by submitting

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copy of each invoice or other valid documentation of the expense (“Expense

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Claim”) to Beckman to the attention of Jeffrey Linton, Senior Vice President and

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General Counsel, Beckman Coulter, Inc., 250 S. Kraemer Blvd., Brea, CA 92821,

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accompanied by a written representation by Lead Counsel that such Expense Clai

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has been actually and reasonably incurred for purposes of Notice and

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Administration Expenses.

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(a) Within ten (10) business days after receipt of an Expense

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Claim, Beckman shall pay the Expense Claim, according to the payment

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instructions therein, up to the total cumulative cap of $500,000 in Expense Claims.



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If Lead Counsel has advanced the Expense Claim from the Settlement Fund,

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Beckman shall reimburse the Settlement Fund by depositing into the Escrow

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Account the amount of the Expense Claim.

4

(b) There shall be no liability or obligation on the part of any

5

Defendant, or their insurers, or Released Defendant Parties to reimburse the

6

Settlement Fund for any Expense Claim or any Notice and Administration Expense

7

whether or not reflected in an Expense Claim, which exceeds the total cap of

8

$500,000. Any such excess expense shall be paid by the Settlement Fund as

9

provided herein.

10

12. The Net Settlement Fund shall be distributed to Authorized Claimants

11

as provided in ¶¶ 24 through 38 hereof. The Net Settlement Fund shall remain in

12

the Escrow Account prior to the Effective Date. All funds held in the Escrow

13

Account shall be deemed to be in the custody of the Court and shall remain subject

14

to the jurisdiction of the Court until such time as the funds shall be disbursed or

15

returned, pursuant to this Stipulation, and/or further order of the Court.

16

13. The Escrow Agent shall invest the funds held in the Escrow Account

17

in instruments backed by the full faith and credit of the United States Government,

18

or fully insured by the United States Government or an agency thereof, and the

19

proceeds of these instruments shall be reinvested as they mature in similar

20

instruments at the then-current market rates. The Released Defendant Parties and

21

Defendants’ Counsel shall have no responsibility for, interest in, or liability

22

whatsoever with respect to investment decisions or the actions of the Escrow

23

Agent, or any transaction executed by the Escrow Agent.

24

14. After the Settlement Amount has been paid into the Escrow Account

25

in accordance with ¶ 6 above, the Parties agree to treat the Settlement Amount, as

26

“qualified settlement fund” within the meaning of Treas. Reg. § 1.468B-1. In

27

addition, Lead Counsel shall timely make, or cause to be made, such elections as

28

necessary or advisable to carry out the provisions of this paragraph, including the



1

“relation-back election” (as defined in Treas. Reg. § 1.468B-1) back to the earliest

2

permitted date. Such election shall be made in compliance with the procedures and

3

requirements contained in such regulations. It shall be the responsibility of Lead

4

Counsel to timely and properly prepare and deliver, or cause to be prepared and

5

delivered, the necessary documentation for signature by all necessary parties, and

6

thereafter take all such actions as may be necessary or appropriate to cause the

7

appropriate filing to occur.

8

(a) For the purposes of Section 468B of the Internal Revenue Code

9

of 1986, as amended, and Treas. Reg. § 1.468B promulgated thereunder, the

10

“administrator” shall be Lead Counsel or their successors, who shall timely and

11

properly file, or cause to be filed, all informational and other tax returns necessary

12

or advisable with respect to the interest earned on the fund deposited in the Escrow

13

Account (including without limitation the returns described in Treas. Reg.

14

§ 1.468B-2(k)). Such returns (as well as the election described above) shall be

15

consistent with this subparagraph and in all events shall reflect that all taxes

16

(including any estimated taxes, interest, or penalties) on the income earned on the

17

funds deposited in the Escrow Account shall be paid out of such funds as provided

18

in subparagraph (c) hereof.

19

(b) All Taxes shall be paid solely out of the Escrow Account. In

20

events, the Released Defendant Parties and Defendants’ Counsel shall have no

21

liability or responsibility whatsoever for the Taxes or the filing of any tax returns

22

or other documents with the Internal Revenue Service or any other state or local

23

taxing authority. In the event any Taxes are owed by any of the Released

24

Defendant Parties on any interest earned on the funds on deposit in the Escrow

25

Account, such amounts shall also be paid out of the Escrow Account.

26

(c) Taxes shall be treated as, and considered to be, a cost of

27

administration of the Settlement and shall be timely paid, or caused to be paid, by

28

Lead Counsel out of the Escrow Account without prior order from the Court or



1

approval by Defendants, and Lead Counsel shall be obligated (notwithstanding

2

anything herein to the contrary) to withhold from distribution to Authorized

3

Claimants any funds necessary to pay such amounts (as well as any amounts that

4

may be required to be withheld under Treas. Reg. § 1.468B-2(1)(2)). The Parties

5

agree to cooperate with Lead Counsel, each other, and their tax attorneys and

6

accountants to the extent reasonably necessary to carry out the provisions of this

7

paragraph.

8

15. This is not a claims-made settlement. As of the Effective Date,

9

Defendants shall not have any right to the return of the Settlement Fund or any

10

portion thereof for any reason.

11

ATTORNEYS’ FEES AND EXPENSES

12

16. Lead Counsel will apply to the Court for an award from the

13

Settlement Fund of (i) attorneys’ fees; and (ii) reimbursement of litigation

14

expenses incurred in prosecuting the Action, in an amount no greater than that set

15

forth in the Notice, plus any interest on such amounts at the same rate and for the

16

same periods as earned by the Settlement Fund (“Fee and Expense Application”).

17

The Defendants will not oppose the Fee and Expense Application.

18

17. The amount of attorneys’ fees and expenses awarded by the Court is

19

within the sole discretion of the Court. Subject to, and in accordance with, court

20

approval of an award of attorneys’ fees and expenses, whatever the amount,

21

attorneys’ fees and costs awarded to Lead Counsel shall be paid solely from the

22

Settlement Fund as maintained in the Escrow Account to Lead Counsel ten (10)

23

business days after entry of any fee and expense award by the Court and entry of

24

the Judgment, notwithstanding the existence of any objections thereto, or potential

25

for appeal therefrom, or collateral attack on the Settlement or request for attorney’s

26

fees or expenses, subject to the joint and several obligation of Lead Counsel to

27

make appropriate refunds or repayments, plus any interest thereon accrued both

28

during the period such funds are held in the Escrow Account and after the payment



to Lead Counsel, at the rate of interest earned by the Escrow Account, if and when,

2

as a result of any appeal, further proceedings, or remand or successful collateral

3

attack, the attorneys’ fees or expense award is reduced or reversed by final non-

4

appealable order. Lead Counsel shall make any such refunds or repayments within

5

ten (10) business days of entry of such an order.

6

18. With the sole exception of Beckman’s payments into the Escrow

7

Account and reimbursement of the Settlement Fund as provided for in ¶¶ 6 and 11,

8

above, the Defendants and Released Defendant Parties shall have no responsibility

9

for, and no liability whatsoever with respect to, any payment to Lead Plaintiff, the

10

members of the Class, or Lead Counsel that may occur at any time.

11

19. The Released Defendant Parties shall have no responsibility for, and

12

no liability whatsoever with respect to the use of funds in or from the Escrow

13

Account, including the allocation of any attorneys’ fees or expenses to any other

14

Person who may assert some claim thereto, or any fee or expense awards the Court

15

may make in the Action.

16

20. The Released Defendant Parties shall have no responsibility for, and

17

no liability whatsoever with respect to, any attorneys’ fees, costs, or expenses

18

incurred by or on behalf of the Class Members, whether or not paid from the

19

Escrow Account.

20

21. The procedure for and the allowance or disallowance by the Court of

21

any Fee and Expense Application are not part of the Settlement set forth in this

22

Stipulation, and are separate from the Court’s consideration of the fairness,

23

reasonableness and adequacy of the Settlement set forth in the Stipulation, and any

24

order or proceeding relating to any Fee and Expense Application, including an

25

award of attorneys’ fees in an amount less than the amount requested by Lead

26

Counsel, or any appeal from any order relating thereto or reversal or modification

27

thereof, shall not operate to terminate or cancel the Stipulation, or affect or delay

28

the finality of the Judgment or Alternative Judgment approving the Stipulation and


1

the Settlement set forth herein, including, but not limited to, the release, discharge,

2

and relinquishment of the Released Claims against the Released Defendant Parties,

3

or any other orders entered pursuant to the Stipulation.

4

NOTICE AND ADMINISTRATION EXPENSES

5

22. Except as otherwise provided herein, the Settlement Fund shall

6

in escrow pending: (i) final approval of the Settlement by the Court, (ii) the

7

expiration of all rights of appeal of the Judgment or Alternative Judgment; and

8

(iii) the final denial of any and all appeals or objections or collateral attacks or

9

challenges to the Settlement.

10

23. Lead Counsel may withdraw amounts from the Settlement Fund to

11

pay the Notice and Administration Expenses as provided in ¶¶ 9 and 10, above,

12

without further approval from the Defendants or further order of the Court.

13

DISTRIBUTION TO AUTHORIZED CLAIMANTS

14

24. Lead Counsel will apply to the Court for a Distribution Order, on

15

notice to Defendants’ Counsel, approving the Claims Administrator’s

16

administrative determinations concerning the acceptance and rejection of the

17

claims submitted herein, and, if the Effective Date has occurred, directing the

18

payment of the Net Settlement Fund to Authorized Claimants.

19

25. The Claims Administrator shall administer the Settlement under Lead

20

Counsel’s supervision and subject to the jurisdiction of the Court. Except as stated

21

in ¶¶ 11 and 31 hereof, the Released Defendant Parties and Defendants’ Counsel

22

shall have no responsibility for, interest in, or liability whatsoever with respect to

23

the administration of the Settlement or the actions or decisions of the Claims

24

Administrator, and shall have no liability to the Class in connection with such

25

administration.

26

26. The Claims Administrator shall determine each Authorized

27

Claimant’s pro rata share of the Net Settlement Fund based upon each Authorized

28

Claimant’s Recognized Loss, as defined in the Plan of Allocation of Net



Settlement Fund (the “Plan of Allocation”) included in the Notice, or in such other

2

plan of allocation as the Court may approve.

3

27. The Defendants will take no position with respect to the Plan of

4

Allocation. The Plan of Allocation is a matter separate and apart from the

5

proposed Settlement between Lead Plaintiff and the Defendants, and any decision

6

by the Court concerning the Plan of Allocation shall not affect the validity or

7

finality of the proposed Settlement. The Plan of Allocation is not a necessary term

8

of this Stipulation and it is not a condition of this Stipulation that any particular

9

plan of allocation be approved by the Court. Lead Plaintiff and Lead Counsel may

10

not cancel or terminate the Stipulation or the Settlement in accordance with ¶ 42 or

11

otherwise based on the Court’s or any appellate court’s ruling with respect to the

12

Plan of Allocation or any plan of allocation in the Action. The Released Defendant

13

Parties and Defendants’ Counsel shall have no responsibility or liability for

14

reviewing or challenging claims, the allocation of the Net Settlement Fund, or the

15

distribution of the Net Settlement Fund.

16

28. If there is any balance remaining in the Net Settlement Fund after six

17

(6) months from the date of distribution of the Net Settlement Fund (whether by

18

reason of tax refunds, uncashed checks or otherwise), Lead Counsel shall, if

19

feasible and economical, reallocate such balance among Authorized Claimants

20

who have cashed their checks in an equitable and economic fashion. Any balance

21

that still remains in the Net Settlement Fund, after payment of Notice and

22

Administration Expenses, Taxes, and the Fee and Expense Award, if any, shall be

23

contributed to non-sectarian not-for-profit charitable organizations serving the

24

public interest, designated by Lead Plaintiff and Lead Counsel.

25

ADMINISTRATION OF THE SETTLEMENT

26

29. Any member of the Class who fails to timely submit a valid Proof of

27

Claim (substantially in the form of Exhibit A-2 to Exhibit A hereto) will not be

28

entitled to receive any of the proceeds from the Net Settlement Fund, except as



1

otherwise ordered by the Court, but will otherwise be bound by all of the terms of

2

this Stipulation and the Settlement, including the terms of the Judgment or

3

Alternative Judgment to be entered in the Action and the releases provided for

4

herein, and will be barred from bringing any action against the Released Defendan

5

Parties concerning the Released Claims.

6

30. Lead Counsel shall be responsible for supervising the administration

7

of the Settlement and disbursement of the Net Settlement Fund by the Claims

8

Administrator. Lead Counsel shall have the right, but not the obligation, to advise

9

I the Claims Administrator to waive what Lead Counsel deem to be de minimis or

10

formal or technical defects in any Proofs of Claim submitted.

11

31. Within five (5) business days following the Court’s execution of the

12

Preliminary Approval Order approving the Notice of Pendency of Class Action and

13

Proposed Settlement and Motion for Attorneys’ Fees and Expenses, Beckman will

14

make its stock transfer records and shareholder information available to Lead

15

Counsel in electronic searchable form to the extent necessary to identify and give

16

notice to the putative Class. Lead Counsel shall cause the Claims Administrator to

17

provide notice to the Class as ordered by the Court in the Preliminary Approval

18

Order.

19

32. Except for Beckman’s obligations arising under ¶ 11 and Beckman’s

20

obligation to produce the transfer records, the Released Defendant Parties and

21

Defendants’ Counsel shall have no liability, obligation or responsibility for the

22

administration of the Settlement, the allocation of the Net Settlement Fund or

23

reviewing or challenging of claims of members of the Class. Lead Counsel shall

24

be solely responsible for designating the Claims Administrator, subject to approval

25

by the Court.

26

33. For purposes of determining the extent, if any, to which a Class

27

Member shall be entitled to be treated as an Authorized Claimant, the following

28

conditions shall apply:



(a) Each Class Member shall be required to submit a Proof of

2

Claim, substantially in the form attached hereto as Exhibit A-2 to Exhibit A,

3

supported by such documents as are designated therein, including proof of the

4

claimant’s loss, or such other documents or proof as the Claims Administrator or

5

Lead Counsel, in their discretion, may deem acceptable;

6

(b) All Proofs of Claim must be submitted by the date set by the

7

Court in the Preliminary Approval Order and specified in the Notice, unless such

8

deadline is extended by Lead Counsel in their discretion, or by Order of the Court.

9

Any Class Member who fails to submit a Proof of Claim by such date shall be

10

barred from receiving any distribution from the Net Settlement Fund or payment

11

pursuant to this Stipulation (unless, by Order of the Court or the discretion of Lead

12

Counsel, late-filed Proofs of Claim are accepted), but shall in all other respects be

13

bound by all of the terms of this Stipulation and the Settlement, including the terms

14

of the Judgment and the releases provided for herein, and will be permanently

15

barred and enjoined from bringing any action, claim or other proceeding of any

16

kind against any Released Party concerning any Released Claim or Released

17

Defendants’ Claims. Provided that it is received before the motion for the

18

Distribution Order is filed, a Proof of Claim shall be deemed to be submitted when

19

mailed, if received with a postmark on the envelope and if mailed by first-class or

20

overnight U.S. Mail and addressed in accordance with the instructions thereon. In

21

all other cases, the Proof of Claim shall be deemed to have been submitted when

22

actually received by the Claims Administrator;

23

(c) Each Proof of Claim shall be submitted to and reviewed by the

24

Claims Administrator, under the supervision of Lead Counsel, who shall determine

25

in accordance with this Stipulation the extent, if any, to which each claim shall be

26

allowed, subject to review by the Court pursuant to subparagraph (e) below;

27

(d) Proofs of Claim that do not meet the submission requirements

28

may be rejected. Prior to rejecting a Claim in whole or in part, the Claims



Administrator shall communicate with the claimant in writing to give the claimant

2

the chance to remedy any curable deficiencies in the Proof of Claim submitted.

3

The Claims Administrator, under supervision of Lead Counsel, shall notify, in a

4

timely fashion and in writing, all claimants whose claims the Claims Administrator

5

proposes to reject in whole or in part for curable deficiencies, setting forth the

6

reasons therefor, and shall indicate in such notice that the claimant whose claim is

7

to be rejected has the right to a review by the Court if the claimant so desires and

8

complies with the requirements of subparagraph (e) below;

9

(e) If any claimant whose claim has been rejected in whole or in

10

part desires to contest such rejection, the claimant must, within twenty (20)

11

calendar days after the date of mailing of the notice required in subparagraph (d)

12

above, serve upon the Claims Administrator a notice and statement of reasons

13

indicating the claimant’s grounds for contesting the rejection along with any

14

supporting documentation, and requesting a review thereof by the Court. If a

15

dispute concerning a Claim cannot be otherwise resolved, Lead Counsel shall

16

thereafter present the request for review to the Court; and

17

(f) The administrative determinations of the Claims Administrator

18

accepting and rejecting disputed claims shall be presented to the Court, on notice

19

to Defendants’ Counsel, for approval by the Court in the Distribution Order.

20

34. Each claimant who submits a Proof of Claim shall be deemed to have

21

submitted to the jurisdiction of the Court with respect to the claimant’s claim, and

22

the claim will be subject to investigation and discovery under the Federal Rules of

23

Civil Procedure, provided that such investigation and discovery shall be limited to

24

the claimant’s status as a Class Member and the validity and amount of the

25

claimant’s claim. In connection with processing the Proofs of Claim, no discovery

26

I shall be allowed on the merits of the Action or the Settlement.

27

35. Payment pursuant to the Distribution Order shall be deemed final and

28

conclusive against all Class Members. All Class Members whose claims are not


1

approved by the Court shall be barred from participating in distributions from the

2

Net Settlement Fund, but otherwise shall be bound by all of the terms of this

3

Stipulation and the Settlement, including the terms of the Judgment or Alternative

4

Judgment to be entered in the Action and the releases provided for herein, and will

5

be barred from bringing any action against the Released Defendant Parties

6

concerning the Released Claims.

7

36. All proceedings with respect to the administration, processing and

8

determination of claims described by ¶¶ 24 through 35 of this Stipulation and the

9

determination of all controversies relating thereto, including disputed questions of

10

law and fact with respect to the validity of claims, shall be subject to the

11

jurisdiction of the Court, but shall not in any event delay or affect the finality of the

12

Judgment or Alternative Judgment.

13

37. No Person shall have any claim of any kind against the Released

14

Defendant Parties or their counsel with respect to the matters set forth in this

15

Section or any of its subsections.

16

38. No Person shall have any claim against Lead Plaintiff or Lead

17

Counsel, or the Claims Administrator, or other agent designated by Lead Counsel,

18

based on the distributions made substantially in accordance with this Stipulation

19

and the Settlement contained herein, the Plan of Allocation, or further order(s) of

20

the Court.

21

TERMS OF THE PRELIMINARY APPROVAL ORDER

22

39. Concurrently with their application for preliminary Court approval of

23

the Settlement contemplated by this Stipulation and promptly after execution of

24

this Stipulation, Lead Counsel and Defendants’ Counsel shall jointly apply to the

25

Court for entry of the Preliminary Approval Order, which shall be substantially in

26

the form annexed hereto as Exhibit A. The Preliminary Approval Order will, inter

27 alia, set the date for the Settlement Hearing and prescribe the method for giving

28

notice of the Settlement to the Class.



1

TERMS OF THE JUDGMENT

2

40. If the Settlement contemplated by this Stipulation is approved by the

3

Court, Lead Counsel and Defendants’ Counsel shall jointly request that the Court

4

enter a Judgment substantially in the form annexed hereto as Exhibit B.

5

EFFECTIVE DATE OF SETTLEMENT, WAIVER OR TERMINATION

6

41. The Effective Date of this Settlement shall be the date when all of the

7

following shall have occurred:

8

(a) entry by the Court of the Preliminary Approval Order, which

9

shall be in all material respects substantially in the form set forth in Exhibit A

10

annexed hereto;

11

(b) payment of the Settlement Amount into the Escrow Account;

12

(c) approval by the Court of the Settlement, following notice to the

13

Class and a hearing, as prescribed by Rule 23 of the Federal Rules of Civil

14

Procedure;

15

(d) entry by the Court of a Judgment, which shall be in all material

16

respects substantially in the form set forth in Exhibit B annexed hereto, or entry by

17

the Court of an Alternative Judgment; and

18

(e) the Judgment or Alternative Judgment has become Final.

19

42. Beckman or Lead Plaintiff, through their respective counsel, each

20

shall have the right to terminate the Settlement and this Stipulation by providing

21

written notice of their election to do so (“Termination Notice”) to all Parties hereto

22

within thirty (30) calendar days of: (a) the Court’s final refusal to enter the

23

Preliminary Approval Order in any material respect; (b) the Court’s final refusal to

24

approve this Stipulation or any material part of it; (c) the Court’s final refusal to

25

enter the Judgment in any material respect or an Alternative Judgment; or (d) the

26

date upon which the Judgment or Alternative Judgment is modified or reversed in

27

any material respect by the United States Court of Appeals or the Supreme Court

28

of the United States.



1

43. Simultaneously herewith, Lead Plaintiff and Beckman, through their

2

respective counsel, are executing a Supplemental Agreement Regarding Requests

3

for Exclusion (“Supplemental Agreement”). The Supplemental Agreement sets

4

forth certain conditions under which Beckman, in its sole and absolute discretion,

5

has the option to terminate the Settlement and render this Stipulation null and void

6

in the event that requests for exclusion from the Class exceed certain agreed-upon

7

criteria (the “Opt-Out Threshold”). Lead Plaintiff shall also have the right to seek

8

a retraction of any Request for Exclusion pursuant to the Supplemental Agreement.

9

Copies of all Requests for Exclusion received, together with copies of all written

10

revocations of Requests for Exclusion, shall be delivered to Defendants’ Counsel

11

as soon as possible after receipt by the Lead Plaintiff or Lead Counsel but in any

12

event no later than ten (10) calendar days before the Settlement Hearing.

13

44. The Parties agree to maintain the confidentiality of the Opt-Out

14

Threshold in the Supplemental Agreement, which shall not be filed with the Court

15

unless a dispute arises as to its terms, or as otherwise ordered by the Court. The

16

Supplemental Agreement shall not otherwise be disclosed unless required by the

17

Court. If submission of the Supplemental Agreement is required for resolution of a

18

dispute or is otherwise ordered by the Court, the Parties will undertake to have the

19

Opt-Out Threshold submitted to the Court in camera .

20

45. In the event of a termination of this Settlement pursuant to the

21

Supplemental Agreement, ¶ 42, or ¶ 46, this Stipulation shall become null and

22

and of no further force and effect, with the exception of the provisions of ¶¶ 48

23

49 which shall continue to apply.

24

46. In addition to all of the rights and remedies that Lead Plaintiff and

25

Lead Counsel have under the terms of this Stipulation, they shall also have the

26

right to terminate the Settlement in the event that the Defendants do not pay, or

27

cause to be paid, the Settlement Amount as provided in ¶ 6 above and, thereafter,

28



the Defendants do not pay or cause to be paid the Settlement Amount within

2

fourteen (14) calendar days of such written notice.

3

47. If an option to withdraw from and terminate this Stipulation and

4

Settlement arises under any of ¶¶ 42 through 46 above: (i) neither the Defendants

5

nor Lead Plaintiff will be required for any reason or under any circumstance to

6

exercise that option; and (ii) any exercise of that option shall be made in good

7

faith, but in the sole and unfettered discretion of the Defendants or Lead Plaintiff,

8

as applicable.

9

48. Except as otherwise provided herein, in the event the Settlement is

10

terminated or fails to become effective for any reason, then: the Settlement shall be

11

without prejudice, and none of its terms, including, but not limited to, the

12

certification of the Class, shall be effective or enforceable except as specifically

13

provided herein; the Parties to this Stipulation shall be deemed to have reverted to

14

their respective litigation positions in the Action on June 9, 2011 and, except as

15

otherwise expressly provided, the Parties in the Action shall proceed in all respects

16

as if this Stipulation and any related orders had not been entered. In such event,

17

the fact and terms of the agreement in principle, this Stipulation or any aspect of

18

the negotiations leading to this Stipulation, shall not be admissible in this Action

19

and shall not be used by Lead Plaintiff against the Defendants or by the Defendants

20

against Lead Plaintiff in any court filings, depositions, at trial or otherwise.

21

49. If the Settlement fails to become effective as defined herein or is

22

terminated pursuant to the provisions of ¶¶ 42 through 46 above, the Escrow Agent

23

will cause the Settlement Amount, together with any interest earned thereon, less

24

any Taxes paid or due, less Notice and Administration Expenses actually incurred

25

and paid or payable from the Settlement Amount, to be returned directly to the

26

entities that funded the Settlement Amount within ten (10) business days after

27

written notification of such event. If any portion of the Settlement Amount has

28

been disbursed for attorney’s fees or expenses pursuant to the provisions of ¶¶ 16



1

through 17 above, Lead Counsel shall be jointly and severally obligated and liable

2

for repayment of any such amount within the time specified in this paragraph or set

3

forth in ¶ 17, whichever is earlier. At the request of Defendants’ Counsel, the

4

Escrow Agent or its designee shall apply for any tax refund owed on the amounts

5

in the Escrow Account and pay the proceeds, after any deduction of any fees or

6

expenses incurred in connection with such application(s), for refund to the

7

Defendants.

8

NO ADMISSION OF WRONGDOING

9

50. Except as set forth in ¶ 51 below, this Stipulation, whether or not

10

consummated, and any negotiations, proceedings or agreements relating to the

11

Stipulation, the Settlement, and any matters arising in connection with settlement

12

negotiations, proceedings, or agreements, shall not be offered or received against

13

the Defendants for any purpose, and in particular:

14

(a) do not constitute, and shall not be offered or received against

15

the Defendants as evidence of, or construed as, or deemed to be evidence of any

16

presumption, concession or admission by the Defendants with respect to the truth

17

of any fact alleged by Lead Plaintiff and the Class or the validity of any claim that

18

has been or could have been asserted in the Action or in any litigation, including

19

but not limited to the Released Claims, or of any liability, damages, negligence,

20

fault or wrongdoing of the Defendants;

21

(b) do not constitute, and shall not be offered or received against

22

the Defendants as evidence of a presumption, concession or admission of any fault,

23

misrepresentation or omission with respect to any statement or written document

24

approved or made by the Defendants, or against Lead Plaintiff, or any other

25

members of the Class as evidence of any infirmity in the claims of Lead Plaintiff or

26

the other members of the Class;

27

(c) do not constitute, and shall not be offered or received against

28

the Defendants or against Lead Plaintiff, or any other members of the Class, as



evidence of a presumption, concession or admission with respect to any liability,

2

damages, negligence, fault, infirmity or wrongdoing, or in any way referred to for

3

any other reason against any of the Parties to this Stipulation, in any other civil,

4

criminal or administrative action or proceeding, other than such proceedings as

5

may be necessary to effectuate the provisions of this Stipulation;

6

(d) do not constitute, and shall not be construed against the

7

Defendants, Lead Plaintiff, or any other members of the Class, as an admission or

8

concession that the consideration to be given hereunder represents the amount

9

which could be or would have been recovered after trial;

10

(e) do not constitute, and shall not be construed as or received in

11

evidence as, an admission, concession or presumption against Lead Plaintiff, or

12

any other members of the Class or any of them that any of their claims are without

13

merit or infirm or that damages recoverable under the Complaint would not have

14

exceeded the Settlement Amount.

15

51. The Defendants may file this Stipulation and/or the Judgment or

16

Alternative Judgment in any action that may be brought against them in order to

17

support a defense or counterclaim based on principles of res judicata, collateral

18

estoppel, release, good-faith settlement, judgment bar or reduction, or any theory

19

of claim preclusion or issue preclusion or similar defense or counterclaim, or to

20

effectuate the liability protection granted them under any applicable insurance

21

policies. The Parties may file this Stipulation and/or the Judgment or Alternative

22

Judgment in any action that may be brought to enforce the terms of this Stipulation

23

and/or the Judgment or Alternative Judgment. All Parties submit to the jurisdiction

24

of the Court for purposes of implementing and enforcing the Settlement.

25

MISCELLANEOUS PROVISIONS

26

52. All of the exhibits to the Stipulation, except any Plan of Allocation, to

27

the extent incorporated in those exhibits, are material and integral parts hereof and

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are fully incorporated herein by this reference.



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53. The Parties to this Stipulation intend the Settlement of the Action to

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be the full, final and complete resolution of all claims asserted or which could

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been asserted by the Parties with respect to the Released Claims and Released

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Defendants’ Claims. Accordingly, Lead Plaintiff and the Defendants agree not to

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assert in any forum that the Action was brought, prosecuted or defended in bad

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faith or without a reasonable basis. The Parties agree that each has complied fully

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I with Rule 11 of the Federal Rules of Civil Procedure in connection with the

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maintenance, prosecution, defense and settlement of the Action. The Defendants

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and Lead Plaintiff agree that the amount paid and the other terms of the Settlement

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were negotiated at arm’s length in good faith by the Defendants and Lead Plaintiff,

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and their respective counsel, and reflect a settlement that was reached voluntarily

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based upon adequate information and after consultation with experienced legal

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counsel.

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54. This Stipulation may not be modified or amended, nor may any of its

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provisions be waived, except by a writing signed by all Parties hereto or their

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successors.

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55. The headings herein are used for the purpose of convenience only and

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are not meant to have legal effect.

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56. The administration and consummation of the Settlement as embodied

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in this Stipulation shall be under the authority of the Court, and the Court shall

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retain jurisdiction for the purpose of entering orders providing for awards of

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attorneys’ fees and any expenses and implementing and enforcing the terms of this

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Stipulation.

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57. Unless ordered by a Court, no Party or counsel shall disseminate,

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to, or otherwise distribute to any third party any information regarding the

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negotiation of the Settlement between the Parties, or any information or documents

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they obtained from another Party in connection with the Settlement, except as

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necessary in connection with this Stipulation or Court approval of the Settlement,



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or as the Parties may otherwise agree, or as may be required by applicable

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I securities or other law.

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58. The waiver by one Party of any breach of this Stipulation by any

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Party shall not be deemed a waiver of any other prior or subsequent breach of this

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Stipulation.

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59. This Stipulation, its exhibits and the Supplemental Agreement

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constitute the entire agreement among the Parties hereto concerning the Settlement

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of the Action as against the Defendants, and no representations, warranties, or

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inducements have been made by any party hereto concerning this Stipulation and

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its exhibits other than those contained and memorialized in such documents.

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60. Nothing in the Stipulation, or the negotiations relating thereto, is

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intended to or shall be deemed to constitute a waiver of any applicable privilege or

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immunity, including, without limitation, attorney-client privilege, joint defense

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privilege, or work product protection.

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61. This Stipulation may be executed in one or more counterparts. All

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executed counterparts and each of them shall be deemed to be one and the same

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instrument provided that counsel for the Parties to this Stipulation shall exchange

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among themselves original signed counterparts. Signatures sent by facsimile or as

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a pdf via email shall be deemed originals.

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62. This Stipulation shall be binding when signed, but the Settlement

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be effective only on the condition that the Effective Date occurs.

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63. This Stipulation shall be binding upon, and inure to the benefit of, the

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successors and assigns of the Parties hereto.

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64. The construction, interpretation, operation, effect and validity of this

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Stipulation, and all documents necessary to effectuate it, shall be governed by the

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internal laws of the State of California without regard to conflicts of laws, except

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to the extent that federal law requires that federal law govern.

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65. This Stipulation shall not be construed more strictly against one Party

2

than another merely by virtue of the fact that it, or any part of it, may have been

3

prepared by counsel for one of the Parties, it being recognized that it is the result

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arm’s-length negotiations among the Parties, and all Parties have contributed

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substantially and materially to the preparation of this Stipulation.

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66. Lead Counsel, on behalf of the Class Members, warrants and

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represents that it is expressly authorized by Lead Plaintiff to take all appropriate

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action required or permitted to be taken by the Class Members pursuant to the

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Stipulation to effectuate its terms and also is expressly authorized by Lead Plainti

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to enter into any modifications or amendments to the Stipulation on behalf of the

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Class Members that it deems appropriate.

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67. All counsel and any other person executing this Stipulation and any

13

the exhibits hereto, or any related settlement documents, warrant and represent that

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they have the full authority to do so, and that they have the authority to take

15

appropriate action required or permitted to be taken pursuant to the Stipulation to

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effectuate its terms.

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68. Lead Counsel and Defendants’ Counsel agree to cooperate fully with

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one another in seeking Court approval of the Preliminarily Approval Order, the

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Stipulation and the Settlement and in consummating the Settlement in accordance

20

with its terms, and to promptly agree upon and execute all such other

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documentation as reasonably may be required to obtain final approval by the Court

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of the Settlement.

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69. Subject to the Court’s continuing jurisdiction relating to the

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Settlement of the Action, the Parties agree to mediate before Judge Weinstein any

25

dispute that arises between the Parties relating to the terms of the Settlement or

26

documentation thereof.

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70. Except as otherwise provided herein, each party shall bear its own

28

costs.



IN WITNESS WHEREOF, the Parties hereto have caused this Stipulation

to be executed, by their duly authorized attorneys, as of September 13, 2011.

LABATON

(admitted 6ro hac vice) Christopher J. McDonald (admitted pro hac vice) 140 Broadway New York, New York 10005 Telephone: (212) 907-0700 Facsimile: (212) 818-0477 Email: [email protected]

BERGER & MONTAGUE P.C.

in Sherrie R. Savett (admitted pro Ta c vice) Barbara A. Podell (admitted pro hac vice) Douglas M. Risen (admitted pro hac vice) Eric Lechtzin (Bar No. 248958)

1622 Locust Street Philadelphia, Pennsylvania 19103 Telephone: (215) 875-3071 Facsimile: (215) 875-5715 Email: [email protected]

Co-Lead Counsel for Lead Plaint iff and the Class

STIPULATION OF SETTLEMENT Case No.: 8:1 O-cv- I 327-JST (RNBx)

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IN WITNESS WHEREOF, the Parties hereto have caused this Stipulation

to be executed, by their duly authorized attorneys, as of September 13, 2011.

LABATON SUCHAROW LLP

Christopher J. Keller (admitted pro hac vice) Christopher J. McDonald (admitted pro hac vice) 140 Broadway New York, New York 10005 Telephone: (212) 907-0700 Facsimile: (212) 818-0477 Email: [email protected]

BERGER & MONTAGUE P.C.

By: 5" ' /Z

Sherrie R. Savett (admitted pro hac vice) Barbara A. Podell (admitted pro hac vice) Douglas M. Risen admitted pro hac vice)

Eric Lech(zin (Bar No. 248958)

1622 Locust Street Philadelphia, Pennsylvania 19103 Telephone: (215) 875-3071 Facsimile: (215) 875-5715 Email: ssavett1hm.nei


- STIPULATION OF SETTLEMENT Case No.: 8:10-cv-1327-JST (RNBx)

LATHAII & WATKINS LLP

By:

Miles N. Ruthberg LBar No. 086742) Pamela S. Palmer (Bar No. 107590) Michele D. Johnson (Bar No. 198298) 650 Town Center Drive, Suite 2000 Costa Mesa, California 92626 Telephone: (714) 540-1235 Facsimile: (714) 755-8290 Email: [email protected] Email: [email protected] Email: [email protected]

Attorneys for Defendants Beckman Coulter Inc., Scott T. Garrett, and Charles P. Slacik

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STIPULATION OF SETTLEMENT Case No.: 8:I0-cv-1327-JST(RNBx)

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EXHIBIT A

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IN RE BECKMAN COULTER, INC. SECURITIES LITIGATION




[PROPOSED] PRELIMINARY APPROVAL ORDER PROVIDING FOR NOTICE AND HEARING IN CONNECTION WITH PROPOSED CLASS ACTION SETTLEMENT




WHEREAS, on September 13, 2011, Arkansas Teacher Retirement System

and Iron Workers District Council of New England Pension Fund (“Lead

24

Plaintiff”), on behalf of itself and the Class, and Beckman Coulter, Inc.

25

(“Beckman” or the “Company”), Scott T. Garrett and Charles P. Slacik

26

(collectively, the “Defendants”) entered into a Stipulation of Settlement (the

27

“Stipulation”) in the above-titled litigation (the “Action”), which is subject to

28 review under Rule 23 of the Federal Rules of Civil Procedure and which, together

ROPOSED] PRELIMINARY APPROVAL ORDER PROVIDING FOR NOTICE AND HEARING CONNECTION WITH PROPOSED CLASS ACTION SETTLEMENT ASE NO.: 8:10-CV-1327-JST (RNB X)

with the exhibits thereto, sets forth the terms and conditions of the proposed

2

settlement of the claims alleged in the Consolidated Class Action Complaint for

3

Violations of Federal Securities Laws (the “Complaint”) against the Defendants on

4

the merits and with prejudice (the “Settlement”); and the Court having read and

5

considered the Stipulation and the accompanying exhibits; and the Parties to the

6

Stipulation having consented to the entry of this Order; and all capitalized terms

7

used in this Order that are not otherwise defined herein having the meanings

8

defined in the Stipulation;

9

NOW, THEREFORE, IT IS HEREBY ORDERED, this

day of

10

2011 that:

11

1. The Court has reviewed the Stipulation and preliminarily finds the

12

Settlement set forth therein to be fair, reasonable and adequate, subject to further

13

consideration at the Settlement Hearing described below.

14

2. Pursuant to Rules 23(a) and (b)(3) of the Federal Rules of Civil

15

Procedure, the Court hereby preliminarily certifies, for the purposes of the

16

Settlement only, the Action as a class action on behalf of any person or entity who

17

purchased or otherwise acquired Beckman common stock between July 31, 2009

18

and July 22, 2010, inclusive (the “Class Period”), and who was allegedly damaged

19

thereby (the “Class”). Excluded from the Class are the Defendants; any officer or

20

director of Beckman during the Class Period; members of the immediate families

21

of each of the foregoing and their legal representatives, heirs, successors or

22

assigns; and any entity in which any Defendant has or had (during the Class

23

Period) a controlling interest. Also excluded from the Class are any proposed

24

Class Members who properly exclude themselves by filing a valid and timely

25

request for exclusion in accordance with the requirements set forth in the Notice.

26

3. The Court finds and concludes that the prerequisites of class action

27

certification under Rules 23(a) and 23(b)(3) of the Federal Rules of Civil

28

ROPOSED] PRELIMINARY APPROVAL ORDER PROVIDING FOR NOTICE AND HEARING

2 CONNECTION WITH PROPOSED CLASS ACTION SETTLEMENT SE NO .: 8:10-CV-1327-JST (RNB X)

1

Procedures have been satisfied for the Class defined herein and for the purposes of

2

the Settlement only, in that:

3

(a) the members of the Class are so numerous that joinder of all

4

Class Members is impracticable;

5

(b) there are questions of law and fact common to the Class

6

Members;

7

(c) the claims of Lead Plaintiff are typical of the Class’s claims;

8

(d) Lead Plaintiff and Lead Counsel have fairly and adequately

9

represented and protected the interests of the Class;

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(e) the questions of law and fact common to Class Members

11

predominate over any individual questions; and

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(f) a class action is superior to other available methods for the fair

13

and efficient adjudication of the controversy, considering that the claims of Class

14

Members in the Action are substantially similar and would, if tried, involve

15

substantially identical proofs and may therefore be efficiently litigated and

16

resolved on an aggregate basis as a class action; the amounts of the claims of many

17

of the Class Members are too small to justify the expense of individual actions; and

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it does not appear that there is any interest among Class Members in individually

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controlling the litigation of their claims.

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4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and for

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the purposes of the Settlement only, Lead Plaintiff is certified as Class

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Representative for the Class. The law firms of Labaton Sucharow LLP and Berger

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& Montague, P.C. are appointed Class Counsel for the Class.

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5. A hearing (the “Settlement Hearing”) pursuant to Rule 23(e) of the

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Federal Rules of Civil Procedure is hereby scheduled to be held before the Court

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on _____________, 2011, at ___:_____ __.m. for the following purposes:

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(a) to determine whether the proposed Settlement is fair,

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reasonable and adequate, and should be approved by the Court;

ROPOSED] PRELIMINARY APPROVAL ORDER PROVIDING FOR NOTICE AND HEARING CONNECTION WITH PROPOSED CLASS ACTION SETTLEMENT SE NO .: 8:10-CV-1327-JST (RNB X)

3

1

(b) to determine whether the proposed Final Order and Judgment

2

(“Judgment”) as provided under the Stipulation should be entered, and to

3

determine whether the release by the Class of the Released Claims, as set forth in

4

the Stipulation, should be provided to the Released Defendant Parties;

5

(c) to determine, for purposes of the Settlement only, whether the

6

Class should be finally certified; whether Lead Plaintiff should be finally certified

7

as Class Representative for the Class; and whether the law firms of Labaton

8

Sucharow LLP and Berger & Montague, P.C. should be finally appointed as Class

9

Counsel for the Class;

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(d) to determine whether the proposed Plan of Allocation for the

11

proceeds of the Settlement is fair and reasonable and should be approved by the

12

Court;

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(e) to consider Lead Counsel’s application for an award of

14

attorneys’ fees and reimbursement of expenses (which may include an application

15

for an award to Lead Plaintiff for reimbursement of its reasonable costs and

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expenses directly related to its representations of the Class, pursuant to the Private

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Securities Litigation Reform Act of 1995 (“PSLRA”)); and

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(f) to rule upon such other matters as the Court may deem

19

appropriate.

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6. The Court reserves the right to approve the Settlement with or wi

21

modification and with or without further notice of any kind. The Court further

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reserves the right to enter the Judgment approving the Settlement regardless of

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whether it has approved the Plan of Allocation or awarded attorneys’ fees and/or

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expenses. The Court may also adjourn the Settlement Hearing or modify any of

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I the dates herein without further notice to members of the Class.

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7. The Court approves the form, substance and requirements of the

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Notice of Pendency of Class Action and Proposed Settlement and Motion for

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Attorneys’ Fees and Expenses (the “Notice”) and the Proof of Claim and Release



Form (“Proof of Claim”), substantially in the forms annexed hereto as Exhibits 1

2

and 2, respectively.

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8. The Court approves the retention of A.B. Data, Ltd. as the Claims

4

I Administrator. The Claims Administrator shall cause the Notice and the Proof of

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Claim, substantially in the forms annexed hereto, to be mailed, by first-class mail,

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postage prepaid, on or before ten (10) business days after the date of entry of this

7

Order (“Notice Date”), to all Class Members who can be identified with reasonabl

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effort. Beckman, to the extent it has not already done so, shall provide to Lead

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Counsel, or the Claims Administrator a list, in electronic searchable form, of the

10

name and last known address of all persons and entities who were shareholders of

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record during the Class Period, no later than five (5) business days after entry of

12

this Order.

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9. The Claims Administrator shall use reasonable efforts to give notice

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to nominee purchasers such as brokerage firms and other persons or entities who

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purchased or otherwise acquired Beckman common stock during the Class Period

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as record owners but not as beneficial owners. Such nominee purchasers are

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directed, within seven (7) calendar days of their receipt of the Notice, to either

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(i) provide the Claims Administrator with lists of the names and last known

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addresses of the beneficial owners, and the Claims Administrator is ordered to send

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the Notice and Proof of Claim promptly to such identified beneficial owners by

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first-class mail, or (ii) request additional copies of the Notice and Proof of Claim,

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and within seven (7) calendar days of receipt of such copies send them by first-

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class mail directly to the beneficial owners. Record holders who elect to send the

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Notice and Proof of Claim to their beneficial owners shall also send a statement to

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the Claims Administrator confirming that the mailing was made as directed.

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Additional copies of the Notice shall be made available to any record holder

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requesting such Notice for the purpose of distribution to beneficial owners, and

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such record holders shall be reimbursed from the Settlement Fund, after receipt by

ROPOSED] PRELIMINARY APPROVAL ORDER PROVIDING FOR NOTICE AND HEARING CONNECTION WITH PROPOSED CLASS ACTION SETTLEMENT

5 SE NO .: 8:10-CV-1327-JST (RNB X)

the Claims Administrator of proper documentation, for their reasonable expenses

2

actually incurred in sending the Notices and Proofs of Claim to beneficial owners.

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10. Lead Counsel shall, before the Settlement Hearing, file with the Court

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proof of mailing of the Notice and Proof of Claim and an affidavit or declaration

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describing the efforts taken to comply with the notice requirements of this Order.

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11. The Court approves the form of the Summary Notice of Pendency of

7

Class Action and Proposed Settlement and Motion for Attorneys’ Fees and

8

Expenses (“Summary Notice”) substantially in the form annexed hereto as Exhibit

9

3, and directs that Lead Counsel shall cause the Summary Notice to be published in

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Investor’s Business Daily and transmitted over PRNewswire within fourteen (14)

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calendar days of the Notice Date. Lead Counsel shall, at or before the Settlement

12

Hearing, file with the Court proof of publication of the Summary Notice.

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12. The form and content of the notice program described herein, and the

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methods set forth herein of notifying the Class of the Settlement and its terms and

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conditions, meet the requirements of Rule 23 of the Federal Rules of Civil

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Procedure, Section 21D(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. §

17

78u-4(a)(7), as amended by the PSLRA, and due process, constitute the best notice

18

practicable under the circumstances, and shall constitute due and sufficient notice

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to all persons and entities entitled thereto.

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13. In order to be eligible to receive a distribution from the Net Settlement

21

Fund, in the event the Settlement becomes effective in accordance with the terms

22

and conditions set forth in the Stipulation, each Class Member shall take the

23

following actions and be subject to the following conditions:

24

(a) A properly executed Proof of Claim, substantially in the form

25

annexed hereto as Exhibit 2, must be submitted to the Claims Administrator, at the

26

address indicated in the Notice, postmarked no later than 120 calendar days after

27

the Notice Date. Such deadline may be further extended by Court Order or by

28

I Lead Counsel in their discretion. Each Proof of Claim shall be deemed to have



been submitted when postmarked (if properly addressed and mailed by first-class

2

mail, postage prepaid) provided such Proof of Claim is actually received prior to

3

the motion for an order of the Court approving distribution of the Net Settlement

4

Fund. Any Proof of Claim submitted in any other manner shall be deemed to have

5

been submitted when it was actually received at the address designated in the

6

Notice. Any Class Member who does not timely submit a Proof of Claim within

7

the time provided for shall be barred from sharing in the distribution of the Net

8

Settlement Fund, unless otherwise ordered by the Court.

9

(b) The Proof of Claim submitted by each Class Member must

10

satisfy the following conditions, unless otherwise ordered by the Court: (i) it must

11

be properly completed, signed and submitted in a timely manner in accordance

12

with the provisions of the preceding subparagraph; (ii) it must be accompanied by

13

adequate supporting documentation for the transactions reported therein, in the

14

form of broker confirmation slips, broker account statements, an authorized

15

statement from the broker containing the transactional information found in a

16

broker confirmation slip, or such other documentation as is deemed adequate by

17

Lead Counsel; (iii) if the person executing the Proof of Claim is acting in a

18

representative capacity, a certification of her current authority to act on behalf of

19

the Class Member must be included in the Proof of Claim; and (iv) the Proof of

20

Claim must be complete and contain no material deletions or modifications of any

21

of the printed matter contained therein and must be signed under penalty of

22

perjury.

23

(c) As part of the Proof of Claim, each Class Member shall submit

24

to the jurisdiction of the Court with respect to the claim submitted.

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14. Class Members shall be bound by all orders, determinations and

26

judgments in this Action, whether favorable or unfavorable, unless such Persons

27

request exclusion from the Class in a timely and proper manner, as hereinafter

28

provided. A Class Member wishing to make such an exclusion request shall mail


7

the request in written form by first-class mail to the address designated in the

2

Notice for such exclusions, such that it is postmarked no later than twenty-one (21)

3

calendar days prior to the Settlement Hearing. Such request for exclusion must

4

state the name, address and telephone number of the person seeking exclusion, that

5

the sender requests to be “excluded from the Class in In re Beckman Coulter, Inc.

6

Sec. Litig ., 8:10-cv-1327-JST (RNBx) (C.D.Cal.)” and must be signed by such

7

person. Such persons requesting exclusion are also directed to state: the date(s),

8

price(s), and number(s) of shares of all purchases, acquisitions and sales of the

9

Beckman common stock during the Class Period. The request for exclusion shall

10

not be effective unless it provides the required information and is made within the

11

time stated above, or the exclusion is otherwise accepted by the Court.

12

15. Class Members who submit a valid and timely request for exclusion

13

from the Class shall not be eligible to receive any payment out of the Net

14

Settlement Fund as described in the Stipulation and Notice. Lead Counsel and the

15

Claims Administrator shall notify Defendants’ Counsel of any retraction or

16

withdrawal of a Request for Exclusion, and provide copies thereof promptly and in

17

no event later than two (2) calendar days prior to the Settlement Hearing. To

18

retract or withdraw a Request for Exclusion, a member of the Class must file a

19

written notice with the Court prior to the Settlement Hearing (provided however

20

that such filing may be effected by Lead Counsel) stating the person’s or entity’s

21

desire to retract or withdraw his, her, or its Request for Exclusion and that person’s

22

or entity’s desire to be bound by any judgment or settlement in this Action .

23

16. The Court will consider any Class Member’s objection to the

24

Settlement, the Plan of Allocation, and/or the application for an award of

25

attorneys’ fees or reimbursement of expenses only if such Class Member has

26

served by hand or by mail his, her or its written objection and supporting papers

27

such that they are received or postmarked on or before twenty-one (21) calendar

28

days before the Settlement Hearing, upon Lead Counsel, Labaton Sucharow LLP,



Christopher J. McDonald, 140 Broadway, New York, NY 10005 and Defendants’

2

Counsel, Pamela S. Palmer, Latham & Watkins LLP, 650 Town Center Drive,

3

Suite 2000, Costa Mesa, California 92626, and has filed said objections and

4

supporting papers with the Clerk of the Court, United States District Court for the

5

Central District of California in the Santa Ana Courthouse, 411 West Fourth Street,

6

Santa Ana, CA 92701. Any Class Member who does not make his, her or its

7

objection in the manner provided for in the Notice shall be deemed to have waived

8

such objection and shall forever be foreclosed from making any objection to any

9

aspect of the Settlement, to the Plan of Allocation, or to the request for attorneys’

10

fees and expenses, unless otherwise ordered by the Court, but shall otherwise be

11

bound by the Judgment to be entered and the releases to be given. Attendance at

12

the hearing is not necessary; however, persons wishing to be heard orally in

13

opposition to the approval of the Settlement, the Plan of Allocation, and/or the

14

application for an award of attorneys’ fees and other expenses are required to

15

indicate in their written objection their intention to appear at the hearing. Persons

16

who intend to object to the Settlement, the Plan of Allocation, and/or the

17

application for an award of attorneys’ fees and expenses and desire to present

18

evidence at the Settlement Hearing must include in their written objections the

19

identity of any witnesses they may call to testify and exhibits they intend to

20

introduce into evidence at the Settlement Hearing. Class Members do not need to

21

appear at the hearing or take any other action to indicate their approval.

22

17. Pending final determination of whether the Settlement should be

23

approved, Lead Plaintiff, all Class Members, and each of them, and anyone who

24

acts or purports to act on their behalf, shall not institute, commence or prosecute

25

any action which asserts Released Claims against the Released Defendant Parties.

26

18. As provided in the Stipulation, Lead Counsel may pay the Claims

27

Administrator the reasonable fees and costs incurred in giving notice to the Class

28

and the review of claims and administration of the Settlement out of the Settlement


9

1

Fund without further approval from the Defendants and without further order of

2

I the Court.

3

19. All papers in support of the Settlement, Plan of Allocation, and Lead

4

Counsel’s request for an award of attorneys’ fees and expenses shall be filed with

5

the Court and served on or before twenty-eight (28) calendar days prior to the date

6

set herein for the Settlement Hearing. If reply papers are necessary, they are to be

7

filed with the Court and served no later than seven (7) calendar days prior to the

8

Settlement Hearing.

9

20. The passage of title and ownership of the Settlement Fund and the

10

Notice and Administration Fund to the Escrow Agent in accordance with the terms

11

and obligations of the Stipulation is approved. No person who is not a Class

12

Member or Lead Counsel shall have any right to any portion of, or to any

13

distribution of, the Net Settlement Fund unless otherwise ordered by the Court or

14

otherwise provided in the Stipulation.

15

21. All funds held in escrow shall be deemed and considered to be in

16

custodia legis of the Court, and shall remain subject to the jurisdiction of the Court

17

until such time as such funds shall be disbursed pursuant to the Stipulation and/or

18

further order of the Court.

19

22. If the Effective Date, as defined in the Stipulation, is not reached or

20

the Settlement is terminated, then, in any such event, the Stipulation, including any

21

amendment(s) thereof, except as expressly provided in the Stipulation, and this

22

Preliminary Approval Order shall be null and void, of no further force or effect,

23

and without prejudice to any Settling Party, and may not be introduced as evidence

24

or used in any actions or proceedings by any person or entity against the Parties,

25

and the Parties shall be deemed to have reverted to their respective litigation

26

positions in the Action as of June 9, 2011.

27

23. The Court retains exclusive jurisdiction over the Action to consider

28

further matters arising out of or connected with the Settlement.


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Dated: _________________, 2011

Honorable Josephine Staton Tucker UNITED STATES DISTRICT JUDGE

PROPOSED] PRELIMINARY APPROVAL ORDER PROVIDING FOR NOTICE AND HEARING

11 N CONNECTION WITH PROPOSED CLASS ACTION SETTLEMENT CASE NO .: 8:10-CV-1327-JST (RNB X)

EXHIBIT A-1

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IN RE BECKMAN COULTER, INC

NOTICE OF PENDENCY OF SECURITIES LITIGATION

CLASS ACTION AND PROPOSED SETTLEMENT AND MOTION FOR ATTORNEYS’ FEES AND EXPENSES


IF YOU PURCHASED OR OTHERWISE ACQUIRED THE COMMON STOCK OF BECKMAN COULTER, INC. (“BECKMAN” OR THE

“COMPANY”) BETWEEN JULY 31, 2009 AND JULY 22, 2010, INCLUSIVE (THE “CLASS PERIOD”), YOU MAY BE ELIGIBLE FOR A

PAYMENT FROM A CLASS ACTION SETTLEMENT

I A F

Court-appointed lead plaintiff, Arkansas Teacher Retirement System and Iron Workers District Council of New England Pension Fund (“Lead Plaintiff”), on behalf of itself and the Class (as defined below), has reached a proposed settlement in the amount of $5,000,000 in cash, plus

NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT Case No.: 8:10-cv-1327-JST (RNBx)



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payment of actual Notice and Administration Expenses up to a cumulative

2 Beckman and the Individual Defendants, Scott T. Garrett and Charles P. cap of $500,000 (the “Settlement”), which will resolve all claims against

Slacik (collectively, the “Defendants”), in this proposed class action (the 3 “Action”). 4

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The Settlement resolves class action litigation over claims alleging that the Defendants allegedly misled investors about Beckman’s business 6 performance; avoids the costs and risks of continuing the Action, pays

7 money to investors like you, and releases the Defendants from liability.

8 . This Notice explains important rights you may have, including your

9 possible receipt of cash from the Settlement. Your legal rights will be affected whether or not you act. Please read this Notice carefully! 10

11 The Court in charge of the Action has not yet decided whether to approve the Settlement. Payments to qualified Class Members will be made if the 12 Court approves the Settlement and after any appeals are resolved. Please

13 be patient. 14

YOUR LEGAL RIGHTS AND OPTIONS IN THE SETTLEMENT:

15 ACTIONS YOU MAY EFFECT OF TAKING THIS TAKE ACTION 16

SUBMIT A CLAIM FORM This is the only way to get a payment. 17

POSTMARKED NO LATER THAN______________, 2011.

18 EXCLUDE YOURSELF Get no payment. This is the only option that FROM THE CLASS BY allows you to ever be part of any other lawsuit 19 SUBMITTING A WRITTEN against the Defendants concerning the claims REQUEST FOR that were, or could have been, asserted in this 20 EXCLUSION case. It is also the only way for Class POSTMARKED NO LATER Members to remove themselves from the 21 THAN _____________, 2011. Class.

22 OBJECT TO THE Write to the Court and explain why you do not SETTLEMENT BY like the Settlement, the proposed Plan of 23 SUBMITTING A WRITTEN Allocation, and/or the request for attorneys’ OBJECTION fees and reimbursement of expenses. You 24 POSTMARKED NO LATER cannot object if you are not a Class Member or THAN _____________, 2011. if you exclude yourself. 25

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28 NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT


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GO TO THE HEARING ON Ask to speak in Court about the fairness of the _______________, 2011 AT Settlement, the proposed Plan of Allocation, or

.M., AND FILE A the request for attorneys’ fees and NOTICE OF INTENTION reimbursement of expenses. TO APPEAR SO THAT IT IS POSTMARKED NO LATER THAN ______________, 2011. DO NOTHING Get no payment. Remain a Class Member.

Give up your rights.

SUMMARY OF THIS NOTICE

I. Description of the Action and the Class

This Notice relates to the proposed Settlement of a securities class action

lawsuit. As explained in more detail below, the proposed Settlement, if approved

by the Court, will settle the claim of any person or entity who purchased or

otherwise acquired Beckman common stock between July 31, 2009 and July 22,

2010, inclusive, and who was allegedly damaged thereby (the “Class”).

II. Statement of the Plaintiffs’ Recovery

Subject to Court approval, and as described more fully in on page [ ] below,

Lead Plaintiff, on behalf of the proposed Class, has agreed to settle all claims

related to the purchase or acquisition of Beckman common stock during the Class

Period that were or could have been asserted against the Defendants in the Action,

in exchange for a payment of $5,000,000 in cash (the “Settlement Amount”) to be

deposited into an interest-bearing escrow account (the “Settlement Fund”), plus

payment of the costs of Settlement Notice and Administration Expenses in an

amount not to exceed a total cumulative cap of $500,000. Based on Lead

Plaintiff’s consulting damages expert’s estimate of the amount of Beckman

common stock that may have been damaged as a result of the alleged

misstatements and omissions by the Defendants, and assuming that all those shares

participate in the Settlement, Lead Counsel estimates that the average recovery

NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT


would be approximately $0.16 per allegedly damaged share, 1 before the deduction

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of Court-approved attorneys’ fees and expenses, taxes, and notice and

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administration costs in excess of $500,000, if any. Class Members should note,

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however, that this is only an estimate based on the overall number of potentially

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damaged shares in the Class. Some Class Members may recover more or less than

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this estimated amount depending on, among other factors, when, where, and the

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prices at which their shares were purchased or sold. The Net Settlement Fund (the

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Settlement Fund less taxes, notice and administration costs in excess of $500,000,

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and attorneys’ fees and litigation expenses awarded to Lead Counsel) will be

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distributed in accordance with a plan of allocation (the “Plan of Allocation”)

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approved by the Court that will determine how the Net Settlement Fund shall be

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allocated to the members of the Class. The proposed Plan of Allocation is included

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in this Notice (see page ___ below).

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III. Statement of Potential Outcome of the Case

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The Parties do not agree on the average amount of damages per share that

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would be recoverable if Lead Plaintiff were to prevail on the claims against the

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Defendants. The Defendants deny all liability and that any Beckman common

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stock was damaged as Lead Plaintiff has alleged. The issues on which the Parties

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disagree include, for example: (1) whether any Defendant made any alleged

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misrepresentation or omission whatsoever; (i) the amount by which the price of

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Beckman common stock was artificially inflated, if at all, as a result of the alleged

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misstatements and omissions by the Defendants; (ii) the amount of alleged

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damages, if any, suffered by purchasers or acquirers of Beckman common stock;

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(iii) the appropriate economic models for determining the amounts by which

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Beckman common stock was allegedly artificially inflated, if at all; and (iv) the

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28 recovery also assumes that Defendants will pay $500,000 in Notice and

average recovery would be the total for all purchasers of that share. This average 1 An allegedly damaged share might have been traded more than once and this



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effect of various market forces influencing the trading prices of Beckman common

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I stock.

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I IV. Statement of Attorneys’ Fees and Litigation Expenses Sought

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Lead Counsel (as defined on page [ ] below) will apply to the Court for an

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award of attorneys’ fees from the Settlement Fund in an amount not to exceed 25%

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of $5,500,000, plus interest at the same rate as is earned by the Settlement Fund.

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In addition, Lead Counsel also will apply for the reimbursement of litigation

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expenses paid or incurred in connection with the prosecution and resolution of the

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Action, in an amount not to exceed $148,000, plus interest from the date of funding

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at the same rate as earned by the Settlement Fund. Lead Counsel’s overall request

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for reimbursement of litigation expenses may include a request for an award to

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Lead Plaintiff Arkansas Teacher Retirement System and Iron Workers District

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Council of New England Pension Fund for reimbursement of its reasonable costs

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and expenses directly related to its representation of the Class in an amount not to

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exceed $40,000. If the Court approves Lead Counsel’s attorneys’ fee application

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in full, the average amount of fees and expenses will be approximately $0.04 per

17 allegedly damaged share .

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V. Identification of Attorneys’ Representatives

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Lead Plaintiff and the Class are being represented by Labaton Sucharow

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LLP and Berger & Montague, P.C., the Court-appointed Lead Counsel. Any

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questions regarding the Settlement should be directed to Christopher J. McDonald,

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Labaton Sucharow LLP, 140 Broadway, New York, NY 10005, Tel: 888-219-

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6877, www.labaton.com, [email protected] ; or [individual],

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Berger & Montague, P.C., 1622 Locust Street, Philadelphia, Pennsylvania 19103,

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tel.: ____, www.bergermontague.com .

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VI. Reasons for the Settlement

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For Lead Plaintiff, the principal reason for the Settlement is the immediate

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benefit of a substantial cash recovery for the Class. This benefit must be NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT


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to the risk that no recovery or a smaller recovery might be achieved if the Court

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were to grant the Defendants’ pending motion to dismiss the Consolidated Class

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Action Complaint for Violations of Federal Securities Laws (the “Complaint”); or,

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if Lead Plaintiff were to avoid dismissal of the Complaint, the further risk that no

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recovery or a smaller recovery might be achieved after the completion of fact and

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expert discovery, resolution of any summary judgment motions by the Defendants,

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and/or the outcome of a contested trial and the resolution of appeals, possibly years

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into the future. For the Defendants, who deny all allegations of liability and deny

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that any Class Members were damaged, the principal reason for the Settlement is

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to eliminate the burden, expense, uncertainty and risk of further litigation.

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BASIC INFORMATION

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13 You or someone in your family may have purchased or otherwise acquired 14 Beckman common stock between July 31, 2009 and July 22, 2010, inclusive.

15 The Court directed that this Notice be sent to Class Members because they 16 have a right to know about the proposed Settlement of this class action lawsuit, 17 about all of their options, before the Court decides whether to approve the 18 Settlement. If approved, the Settlement will end all of the Class’s claims against 19 the Defendants. The Court will consider whether to approve the Settlement at a 20 Settlement Hearing on __________, 2011 at __:__ _.m. If the Court approves the 21 Settlement, and after any appeals are resolved and the Settlement administration is 22 completed, the claims administrator appointed by the Court will make the 23 payments that the Settlement allows. 24 The Court in charge of the case is the United States District Court for the 25 Central District of California, and the case is known as In re Beckman Coulter, Inc. 26 Sec. Litig ., 8:10-cv-1327-JST (RNBx) (C.D.Cal.). This case was assigned to 27 United States District Judge Josephine Staton Tucker. The persons who are suing 28



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are called “plaintiffs” and the company and the persons being sued are called

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I “defendants.”

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This package explains the Action, the Settlement, the Plan of Allocation,

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your legal rights, what benefits are available, who is eligible for them, and how to

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I receive them.

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7 Beckman is primarily engaged in the development, manufacture and sale of 8 biomedical testing equipment and tests. The Company operates globally and is 9 headquartered in California’s Orange County. The two Individual Defendants are

10 Beckman’s former CEO Scott Garrett and its former CFO Charlie Slacik. In June 11 2011, Beckman was acquired by Danaher Corporation.

12 Lead Plaintiff’s claims in the Action are made on behalf of all alleged Class 13 Members and are stated in the Complaint filed on February 7, 2011. In the 14 Complaint, Lead Plaintiff alleges that Beckman and the Individual Defendants 15 violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the 16 “Exchange Act”) by allegedly making material misstatements and omissions 17 regarding product quality, safety, Food and Drug Administration (“FDA”) 18 regulatory compliance, and the Company’s troponin test, as well as likely customer 19 retention, recurring revenue, business prospects, and earnings forecasts and 20 guidance during the alleged Class Period between July 31, 2009 and July 22, 2010. 21 Lead Plaintiff alleges that Defendants failed to make earlier disclosure of alleged 22 non-compliance with FDA pre-market notification requirements concerning 23 modifications made to the Company’s troponin tests, and failed to make earlier 24 disclosure of the effects of non-compliance on the Company’s operations, 25 products, and prospects.

26 Lead Plaintiff alleges that on March 22, 2010, May 14, 2010, and July 22, 27 2010, Defendants made corrective disclosures which negatively impacted 28



Beckman’s common stock price. On March 22, 2010, the Company disclosed that

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the FDA had taken the position that certain modifications to the troponin test kit

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had been made without obtaining appropriate product clearance from the FDA

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under Section 510(k) of the Federal Food, Drug, and Cosmetic Act (21 U.S.C. §

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360(k)). Beckman’s common stock price declined the next day. Lead Plaintiff

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alleges that on May 14, 2010, the Company disclosed that, based on information

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provided by and discussions with the FDA, the Company expected to submit its

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510(k) submissions for the troponin test kit on two of its testing platforms in the

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first half of 2011. Beckman’s common stock price declined the same day. Lead

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Plaintiff alleges that on July 22, 2010, Beckman disclosed remediation plans and

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efforts to improve product quality and regulatory compliance, disclosed that some

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of the projects comprising the remediation plans and efforts would continue into

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2011, and disclosed that because of the remediation plans and efforts, other

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initiatives would be deferred until the issues requiring the remediation plans and

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efforts were resolved.. Beckman’s common stock price declined the following

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day. Lead Plaintiff alleges that these disclosures reflected information that

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Defendants allegedly knew or should have known and disclosed earlier during the

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Class Period. Lead Plaintiff alleges that the Defendants knew or reckless

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disregarded allegedly long-standing and systemic quality, safety, and compliance

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problems made material misrepresentations and omissions regarding these alleged

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problems and the likely impacts on the Company’s recurring revenue and earnings.

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On April 22, 2011, the Defendants filed a motion to dismiss the Complaint

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for failure to state a claim under the Private Securities Litigation Reform Act.

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Defendants have denied and continue to deny the claims and contentions alleged

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by Lead Plaintiff in this Action. Defendants deny that any of them made any of

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alleged misrepresentations or omissions whatsoever, and assert that Beckman

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truthfully disclosed to investors material information as it became known regardi

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the toponin test, FDA challenges to regulatory compliance, and the Company’s NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT


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performance with respect to customer retention, recurring revenue, earnings and

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forecasts. Defendants deny any liability and maintain that they have meritorious

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I defenses to all claims that were raised or that could have been raised in the Action.

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Procedurally, this Action began in September 2010 with the filing of two

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proposed class actions against the Defendants. On December 8, 2010, the Court

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issued an order consolidating these cases into the present Action and appointing

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Arkansas Teacher Retirement System and Iron Workers District Counsel of New

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England Pension Fund as Lead Plaintiff and Labaton Sucharow LLP and Berger &

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Montague, P.C. as Lead Counsel for the putative Class.

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Lead Plaintiff filed the Complaint on February 7, 2011. On April 22, 2011,

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Defendants filed a Motion to Dismiss, which was pending before the Court at the

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time of this Settlement.

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On June 9, 2011, Lead Plaintiff and the Defendants (collectively, the

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“Parties”) met with the Honorable Daniel Weinstein of JAMS for a lengthy

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mediation session discussing a potential settlement of the Action. This Settlement

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was reached at the conclusion of the negotiations on June 9, 2011, when the Parties

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agreed to a settlement.

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The Parties entered into the Stipulation and Agreement of Settlement (the

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“Stipulation”) on ___, 2011. On ________, 2011, the Court preliminarily

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approved the Settlement, authorized this Notice to be sent to potential Class

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Members, and scheduled the Settlement Hearing to consider whether to grant final

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approval to the Settlement.

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24 In a class action, one or more people called class representatives (in this 25 the Lead Plaintiff on behalf of the Class) sue on behalf of people or entities, 26 as “Class Members,” who have similar claims. A class action allows one court to 27 resolve in a single case many similar claims that, if brought separately by 28



individuals, might be economically so small that they would never be brought.

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One court resolves the issues for all class members, except for those who exclude

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themselves, or “opt out,” from the Class (see page ___ below).

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5 The Court did not decide in favor of Lead Plaintiff or the Defendants. 6 Instead, both sides agreed to the Settlement. The Settlement permits both sides to 7 avoid the uncertainties and costs of further litigation and any future trial. Affected 8 investors will be eligible to get compensation immediately.

9 As explained below, Lead Plaintiff and their attorneys believe that the 10 Settlement is the best outcome for Class Members after conducting months of 11 investigation regarding the claims, defenses and underlying events and transactions 12 relating to the Action. This investigation included, among other things, reviewing 13 and analyzing: Beckman’s filings with the Securities and Exchange Commission 14 (the “SEC”); securities analysts’ reports; public statements by Defendants; media 15 reports relevant to the allegations in the Complaint,; court records in other 16 contemporaneous actions involving Beckman; officer and director trading data; 17 documents obtained from the United States Food and Drug Administration 18 (“FDA”) pursuant to requests made under the Freedom of Information Act; recall 19 notices of Beckman’s products dating back to January 2006; adverse event reports 20 shown in the FDA’s Manufacturer and User Facility Device Experience database, 21 and; product and other information available on Beckman’s website, 22 www.beckmancoulter.com .

23 Lead Counsel also represent that they located and contacted more than 140 24 former employees of Beckman and conducted interviews of more than 60 of these 25 former employees. Lead Counsel consulted with experts with extensive experience 26 with the FDA or within the relevant biomedical device and testing industries, FDA 27 site and plant inspections, good manufacturing practices, quality control, health 28

NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT 10


and safety requirements, and pre-market notification requirements pursuant to

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Section 510(k) of the Federal Food, Drug, and Cosmetic Act, as well as damages

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experts. Further, Lead Counsel and Lead Plaintiff participated in arm’s-length

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negotiations and a mediation before an experienced mediator before entering into

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the Settlement. In light of the investigation, and taking into account the mediation

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and Defendants’ positions adverse to the alleged claims, Lead Plaintiff and their

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attorneys believe that the Settlement is the best outcome for Class Members

8 WHO IS IN THE SETTLEMENT

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11 The Court determined, for the purposes of the Settlement only, that

12 who fits the following description, and is not excluded by definition from the Class

13 (see Question [6] below), is a member of the Class, or a “Class Member,” unless

14 they take steps to exclude themselves:

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16 damaged thereby.

any person or entity who purchased or otherwise acquired Beckman common stock between July 31, 2009 and July 22, 2010, inclusive, and who was allegedly

17 Receipt of this Notice does not mean that you are a Class Member. Please check 18 your records or contact your broker to see if you purchased or otherwise acquired 19 Beckman common stock during the Class Period as described above.

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21 There are some people who are excluded from the Class by definition.

22 Excluded from the Class are the Defendants; any officer or director of Beckman

23 during the Class Period; members of the immediate families of each of the

24 foregoing and their legal representatives, heirs, successors or assigns; and any

25 entity in which any Defendant has or had (during the Class Period) a controlling

26 interest.

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Also excluded from the Class are any proposed Class Members who

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properly exclude themselves by filing a valid and timely request for exclusion in

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accordance with the requirements set forth in this Notice. If you do not want to be

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a Class Member - for example if you want to continue with or bring your own

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lawsuit against the Defendants at your own expense for the claims that are being

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released as part of the Settlement - you must exclude yourself by submitting a

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request for exclusion in accordance with the requirements explained in Question

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[13] below.

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10 If you are still not sure whether you are included, you can ask for free help 11 by writing to or calling the Claims Administrator: In re Beckman Coulter, Inc. Sec. 12 Litig ., Claims Administrator, c/o , [address], 800-[__], 13 www.[__].com. Or you can fill out and return the Proof of Claim and Release 14 form (“Proof of Claim”) described in Question [10], to see if you qualify.

15 THE SETTLEMENT BENEFITS—WHAT YOU MAY RECEIVE

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In the Settlement, Beckman has agreed to pay (or cause its insurance carriers

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to pay) $5,000,000 in cash, which will be deposited in an interest-bearing escrow

20 account (the “Settlement Fund”), and further agreed to pay the actual and

21 reasonable expenses of notice and administration of the Settlement not to exceed a

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total cumulative cap of $500,000. Notice and Administration Expenses greater

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than this amount, if any, will be paid from the Settlement Fund. The Settlement

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Fund will be divided, after deduction of Taxes, Court-awarded attorneys’ fees and

25 expenses, and additional Notice and Administration Expenses, among all Class

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Members who timely submit valid Proofs of Claim that are approved for payment

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by the Court (“Authorized Claimants”).



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2 The Plan of Allocation, discussed on pages [____] below, explains how 3 claimants’ “Recognized Losses” will be calculated. Your share of the Net 4 Settlement Fund will depend on several things, including: (i) the number of shares 5 of Beckman common stock that you bought; (ii) how much you paid for the 6 common stock; (iii) when you bought shares; (iv) whether or when you sold shares 7 (and, if so, for how much you sold them); and (v) the amount of Recognized 8 Losses of other Authorized Claimants.

9 It is unlikely that you will get a payment for your entire Recognized Loss, 10 given the number of potential Class Members. After all Class Members have sent 11 in their Proofs of Claim, the payment any Authorized Claimant will get will be 12 their pro rata share of the Net Settlement Fund. An Authorized Claimant’s share 13 will be his, her or its Recognized Loss divided by the total of all Authorized 14 Claimants’ Recognized Losses and then multiplied by the total amount in the Net 15 Settlement Fund. See the Plan of Allocation beginning on page [___] for more 16 information.

17 Once all the Proofs of Claim are processed and claims are calculated, Lead 18 Counsel, without further notice to the Class, will apply to the Court for an order 19 authorizing distribution of the Net Settlement Fund to the Authorized Claimants. 20 Lead Counsel will also ask the Court to approve payment of the Claims 21 Administrator’s fees and expenses incurred in connection with administering the 22 Settlement that have not already been reimbursed.

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24 HOW YOU GET A PAYMENT—SUBMITTING A PROOF OF CLAIM

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To qualify for a payment, you must timely send in a valid Proof of Claim

27 with supporting documents (DO NOT SEND ORIGINALS of your supporting

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documents). A Proof of Claim is enclosed with this Notice. You may also NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT


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copies of the Proof of Claim on the Internet at the websites for the Claims

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Administrator: www.[__].com, or Lead Counsel: www.labaton.com . Please read

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the instructions carefully, fill out the Proof of Claim, include all the documents the

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form asks for, sign it, and mail it to the Claims Administrator by First-Class Mail,

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postmarked on or before __________, 2011. The Claims Administrator needs all

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of the information requested in the Proof of Claim in order to determine if you are

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eligible to receive a distribution from the Net Settlement Fund .

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9 The Court will hold a hearing on

2011 at __:__ _.m., to 10 decide whether to, among other things, approve the Settlement and the proposed 11 Plan of Allocation. All Proofs of Claim must be submitted to the Claims 12 Administrator, postmarked on or before ___________, 2011 . If the Court 13 approves the Settlement, there may still be appeals which would delay payment, 14 perhaps for more than a year. It also takes time for all the Proofs of Claim to be 15 processed. Please be patient. 16

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18 Unless you exclude yourself, you will stay in the Class, which means that as

19 of the date that the Settlement becomes effective under the terms of the Stipulation

20 (the “Effective Date”), you will forever give up and release all “Released Claims”

21 (as defined below) against the “Released Defendant Parties” (as defined below).

22 You will not in the future be able to bring a case asserting any Released Claim

23 against the Released Defendant Parties.

24 “Released Claims” means all claims, rights and causes of action, duties,

25 obligations, demands, actions, debts, sums of money, suits, contracts, agreements,

26 promises, damages, and liabilities of every nature and description, whether known

27 or Unknown (as defined below), whether arising under federal, state, common or

28 administrative law, or any other law, that Lead Plaintiff or any other Class



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Member: (i) have asserted in the Action, including in the Complaint; or (ii) could

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have asserted in any forum, that arise out of the allegations, transactions, facts,

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events, occurrences, acts, disclosures, statements, representations or omissions or

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failures to act involved, set forth, or referred to in the Complaint filed in the

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Action, and that relate to the purchase or acquisition during the Class Period of

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Beckman common stock. Released Claims do not include claims: (i) to enforce

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Settlement; (ii) to enforce confidentiality agreements and obligations concerning

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information provided in connection with the settlement of the Action; and (iii)

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asserted derivatively or directly in the action In re Beckman Coulter, Inc.

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Shareholders Litig. , Lead Case No. 30-2010-0040632 pending in the Superior

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Court of the State of California, County of Orange.

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“Released Defendants’ Claims” means all claims, rights and causes of

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action, duties, obligations, demands, actions, debts, sums of money, suits,

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“Released Defendant Parties” means the Defendants and their present or

former trustees, officers, directors, principals, employees, agents, partners,

insurers, auditors, heirs, executors, administrators, attorneys, accountants, financial

advisors, representatives, predecessors, successors or assigns, parents, subsidiaries,

divisions, affiliates, associates, joint ventures, general or limited partners or

partnerships, limited liability companies and any trust of which any Individual

Defendant is the settlor or which is for the benefit of their immediate family

members.

“Unknown Claims” means any and all Released Claims, which the Lead

Plaintiff or any other Class Member does not know or suspect to exist in his, her or

its favor at the time of the release of the Released Defendant Parties, and any

Released Defendants’ Claims that the Defendants or any other Released Defendant

Party does not know or suspect to exist in his, her or its favor at the time of the

release of the Released Plaintiff Parties, which if known by him, her or it might

have affected his, her or its decision(s) with respect to the Settlement. With

respect to any and all Released Claims and Released Defendants’ Claims, the

Parties stipulate and agree that, upon the Effective Date, Lead Plaintiff and the

Defendants shall expressly, and each other Class Member and each other Released

Defendant Party shall be deemed to have, and by operation of the Judgment or

Alternative Judgment shall have, expressly waived and relinquished any and all

provisions, rights and benefits conferred by any law of any state or territory of the

United States, or principle of common law, which is similar, comparable, or

equivalent to Cal. Civ. Code § 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Lead Plaintiff, the other Class Members, the Defendants or the other

Released Defendant Parties may hereafter discover facts in addition to or different



from those which he, she, or it now knows or believes to be true with respect to the

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subject matter of the Released Claims and the Released Defendants’ Claims, but

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Lead Plaintiff and the Defendants shall expressly, fully, finally and forever settle

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and release, and each other Class Member and each other Released Defendant

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Party shall be deemed to have settled and released, and upon the Effective Date

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and by operation of the Judgment or Alternative Judgment shall have settled and

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released, fully, finally, and forever, any and all Released Claims and Released

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Defendants’ Claims as applicable, without regard to the subsequent discovery or

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I existence of such different or additional facts. Lead Plaintiff and the Defendants

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acknowledge, and other Class Members and each other Released Defendant Party

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by operation of law shall be deemed to have acknowledged, that the inclusion of

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“Unknown Claims” in the definition of Released Claims and Released Defendants’

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Claims was separately bargained for and was a key element of the Settlement.

14 .EXCLUDING YOURSELF FROM THE SETTLEMENT

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If you want to keep any right you may have to sue or continue to sue the

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Released Defendant Parties on your own about the Released Claims, then you mu

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take steps to exclude yourself from the Class. Excluding yourself is known as

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“opting out” of the Class. The Defendants may withdraw from and terminate the

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Settlement if potential Class Members who purchased in excess of a certain

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amount of Beckman common stock opt out from the Class.

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22 To “opt out” (exclude yourself) from the Class, you must deliver or mail a 23 signed letter by First-Class Mail stating that you “request exclusion from the Class 24 in In re Beckman Coulter, Inc. Sec. Litig ., 8:10-cv-1327-JST (RNBx) (C.D.Cal.).” 25 Your letter must state the date(s), price(s) and number of shares of all your 26 purchases, acquisitions and sales of Beckman common stock during the Class

27 Period. This information is needed to determine whether you are a Class Member. 28



1

In addition, you must include your name, address, telephone number, and your

2

signature. You must submit your request for exclusion addressed to In re Beckman

3

Coulter, Inc. Sec. Litig ., - EXCLUSIONS, c/o [name of Claims Administrator],

4

[address]. The request for exclusion must be delivered or postmarked on or

5

before _______________, 2011 . You cannot exclude yourself or opt out by

6

telephone or by email. Your request for exclusion must comply with these

7

requirements in order to be valid. If you are excluded, you will not be eligible to

8

get any payment from the Settlement proceeds and you cannot object to the

9

Settlement, the proposed Plan of Allocation or the application for attorneys’ fees

10

and reimbursement of expenses.

11 14. If I do not exclude myself, can I sue the Defendants and the other Released 12

13 No. Unless you exclude yourself, you give up any rights to sue the

14 Defendants and the other Released Defendant Parties for all Released Claims. If

15 you have a pending lawsuit, speak to your lawyer in that case immediately . You

16 must exclude yourself from this Class to continue your own lawsuit. Remember,

17 the exclusion deadline is __________, 2011 .

18

19

No. If you exclude yourself, do not send in a Proof of Claim to ask for any

20 money. But you may exercise any right you may have to sue, continue to sue or be

21 part of a different lawsuit against the Defendants and the other Released Defendant

22

Parties.

23

THE LAWYERS REPRESENTING YOU

24

25 The law firms of Labaton Sucharow and Berger & Montague, P.C. were

26 appointed to represent all Class Members. These lawyers are called Lead Counsel.

27 You will not be separately charged for these lawyers. The Court will determine



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amount of Lead Counsel’s fees and expenses. Any fees and expenses awarded by

the Court will be paid from the Settlement Fund. If you want to be represented by

your own lawyer, you may hire one at your own expense.

Lead Counsel has not received any payment for their services in pursuing

the claims against the Defendants on behalf of the Class, nor have they been

reimbursed for their litigation expenses. At the Settlement Hearing described

below, or at such other time as the Court may order, Lead Counsel will ask the

Court to award them, from the Settlement Fund, attorneys’ fees of no more than

25% of $5,500,000, plus interest at the same rate as is earned by the Settlement

Fund, and to reimburse them for their litigation expenses, such as the cost of

experts, that they have incurred in pursuing the Action. The request for

reimbursement of expenses will not exceed $148,000, plus interest on the expenses

from the date of funding at the same rate as may be earned by the Settlement Fund.

Lead Counsel’s overall request for reimbursement of litigation expenses may

include a request for an award to Lead Plaintiff for reimbursement of its reasonable

costs and expenses, in an amount that will not exceed $40,000, directly related to

their representation of the Class, pursuant to the Private Securities Litigation

Reform Act of 1995.

OBJECTING TO THE SETTLEMENT

18. How do I tell the Court that I do not like something about the proposed Settlement?

If you are a Class Member and do not “opt out,” you can object to any part

of the Settlement, the proposed Plan of Allocation, and/or the application by Lead

Counsel for attorneys’ fees and reimbursement of expenses. You must write to the

NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT 19 Case No.: 8:10-cv-1327-JST (RNBx)

27

28

1

Court setting out your objection, giving reasons why you think the Court should

2

not approve any part or all of the Settlement.

3

To object, you must send a signed letter stating that you object to the

4

proposed Settlement in the case known as “ In re Beckman Coulter, Inc. Sec. Litig .,

5

8:10-cv-1327-JST (RNBx) (C.D.Cal.).” You must include your name, address,

6

telephone number and your signature; identify the date(s), price(s) and number of

7

shares of all purchases, acquisitions and sales of Beckman common stock during

8

the Class Period; and state the reasons why you object to the Settlement. This

9

information is needed to demonstrate your membership in the Class.

10

Unless otherwise ordered by the Court, any Class Member who does not

11

object in the manner described in this Notice will be deemed to have waived any

12

objection and will not be able to make any objection to the Settlement, the

13

proposed Plan of Allocation, and/or the application for attorneys’ fees and

14

reimbursement of expenses in the future.

15

Your objection must be filed with the United States District Court for the

16

Central District of California by hand or by mail such that it is received or

17 postmarked on or before ___________, 2011 at the address set forth below. You

18

must also serve the papers on Lead Counsel and Defendants’ Counsel at the

19 addresses set forth below so that the papers are received or postmarked on or

20

before _____________, 2011 .

21

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24

25

26

27



I COURT: LEAD COUNSEL:

CLERK OF THE COURT

LABATON SUCHAROW LLP United States District Court for the

411 West Fourth Street Santa Ana Courthouse

Central District of California New York, New York 10005

Christopher J. McDonald, Esq. 140 Broadway

Santa Ana, CA 92701

COUNSEL FOR DEFENDANTS:

LATHAM & WATKINS LLP Pamela Palmer, Esq. 650 Town Center Drive, Suite 2000 Costa Mesa, California 92626

Objecting is simply telling the Court that you do not like something about

the proposed Settlement. You can still recover from the Settlement. You can

object only if you stay in the Class. Excluding yourself is telling the Court that

you do not want to be part of the Class. If you exclude yourself, you have no basis

to object because the case no longer affects you.

THE COURT’S SETTLEMENT HEARING

20. When and where will the Court decide whether to approve the

The Court will hold a Settlement Hearing at ___ _.m. on __________, 2011,

in Courtroom 10A of the United States District Court for the Central District of

California, Santa Ana Courthouse, 411 West Fourth Street, Santa Ana, CA 92701.

At this hearing, the Court will consider whether the Settlement is fair, reasonable

and adequate. The Court also will consider the proposed Plan of Allocation for the

proceeds of the Settlement and the applications for attorneys’ fees and

reimbursement of expenses. The Court will take into consideration any written

objections filed in accordance with the instructions set out above in the answer to


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Question [18]. We do not know how long it will take the Court to make these

2

I decisions.

3

You should also be aware that the Court may change the date and time of

4

Settlement Hearing without another notice being sent to Class Members. If you

5

want to come to the hearing, you should check with Lead Counsel before coming

6

to be sure that the date and/or time has not changed.

7

8 No. Lead Counsel will answer any questions the Court may have. But, you 9 are welcome to come at your own expense. If you validly submit an objection, it

10 will be considered by the Court. You do not have to come to Court to talk about it.

11

12

13 If you file an objection, you may ask the Court for permission to speak at

14 Settlement Hearing. To do so, you must include with your objection ( see Question

15 18 above) a statement that it is your “notice of intention to appear in In re

16 Beckman Coulter, Inc. Sec. Litig ., 8:10-cv-1327-JST (RNBx) (C.D.Cal.).” Persons

17 who object and want to present evidence at the Settlement Hearing must also

18 include in their written objection the identity of any witness they may call to testi

19 and exhibits they intend to introduce at the Settlement Hearing. You cannot speak

20 at the hearing if you excluded yourself from the Class or if you have not provided

21 written notice of your intention to speak at the Settlement Hearing according to the

22 procedures described above and in the answer to Question 18.

23

IF YOU DO NOTHING

24

25

26

If you do nothing, you will receive no money from this Settlement and you

27 will not be able to start a lawsuit, continue with a lawsuit, or be part of any other

28

lawsuit against the Defendants and the Released Defendant Parties about the



1

Released Claims in this case. To be eligible to share in the Net Settlement Fund

2

you must submit a Proof of Claim ( see Question 10). To start, continue or be a

3

part of any other lawsuit against the Defendants and the other Released Defendant

4

Parties about the Released Claims in this case you must exclude yourself from this

5

Class (see Question 13).

6 GETTING MORE INFORMATION

7

8

9 This Notice summarizes the proposed Settlement. More details are in the 10 Stipulation and Agreement of Settlement, dated as of __, 2011 (the “Stipulation”). 11 You may review the Stipulation filed with the Court and all documents filed in the 12 Action during business hours at the Office of the Clerk of the United States District 13 Court for the Central District of California, Santa Ana Courthouse, 411 West 14 Fourth Street, Santa Ana, CA 92701.

15 You also can call the Claims Administrator toll free at 800-[___]; call Lead 16 Counsel: Labaton Sucharow at 888-219-6877; write to In re Beckman Coulter, Inc. 17 Sec. Litig ., 8:10-cv-1327-JST (RNBx) (C.D.Cal.), c/o [___], [__]; or visit the 18 websites www.[__].com and www.labaton.com , where you can download copies 19 of this Notice and the Proof of Claim. Please Do Not Call the Court or Beckman 20 With Questions About the Settlement.

21

22 PLAN OF ALLOCATION OF NET SETTLEMENT FUND

23 AMONG CLASS MEMBERS

24 I. GENERAL PROVISIONS

25 The Net Settlement Fund shall be distributed to each Class Member who

26 timely submits a valid Proof of Claim to the Claims Administrator that is accepted

27 for payment by the Court (“Authorized Claimant”). The Net Settlement Fund will

28 not be distributed to Authorized Claimants until the Court has approved the



1

Settlement and a plan of allocation, and the time for any petition for rehearing,

2

appeal or review, whether by certiorari or otherwise, of the order(s) approving the

3

Settlement and the plan of allocation has expired. The Defendants are not entitled

4

to get back any portion of the Settlement Fund once the Effective Date of the

5

I Settlement has occurred.

6

The Plan of Allocation set forth herein is the plan that is being proposed by

7

Lead Plaintiff and Lead Counsel to the Court for approval. The Court may

8

approve this plan as proposed or it may modify the Plan of Allocation without

9

further notice to the Class. Any orders regarding a modification of the Plan of

10

Allocation will be posted on the settlement website, www.[___].

11

Payment pursuant to the Plan of Allocation approved by the Court shall be

12

conclusive against all Authorized Claimants. No person shall have any claim

13

against Lead Plaintiff, Lead Counsel, the Claims Administrator, or any other agent

14

designated by Lead Counsel, arising from distributions made substantially in

15

accordance with the Stipulation, the Plan of Allocation, or further orders of the

16

Court. Lead Plaintiff, the Defendants, their respective counsel, Lead Plaintiff’s

17

consulting damages expert, and all other Released Parties shall have no

18

responsibility or liability whatsoever for the investment or distribution of the

19

Settlement Fund consistent with the terms of the Stipulation, the Plan of

20

Allocation, or the determination, administration, calculation, or payment of any

21

Proof of Claim or nonperformance of the Claims Administrator, the payment or

22

withholding of taxes owed by the Settlement Fund, or any losses incurred in

23

connection therewith.

24

A “Recognized Loss” will be calculated for each purchase or other

25

acquisition of Beckman common stock during the Class Period that are listed in t

26

Proof of Claim, and for which adequate documentation is provided. The

27

calculation of Recognized Loss will depend upon several factors, including when

28

the shares were purchased or otherwise acquired and when they were sold.



The Recognized Loss formulas set forth below are not intended to be an

2

estimate of the amount that a Class Member might have been able to recover after

3

a trial, nor is it an estimate of the amount that will be paid to Authorized Claimants

4

pursuant to the Settlement. The Recognized Loss formulas are the basis upon

5

which the Net Settlement Fund will be proportionately allocated to Authorized

6

I Claimants.

7

The objective of the Plan of Allocation is to equitably distribute the

8

settlement proceeds to those Class Members who suffered economic losses as a

9

result of the alleged misrepresentations and omissions of the Defendants during the

10

Class Period. Under the federal securities laws, persons who purchased Beckman

11

common stock may recover, in general, only for losses proximately caused by

12

disclosures correcting Defendants’ prior misleading statements, and may not

13

recover for any price declines caused by general market factors or by disclosures of

14

other negative information not alleged to have corrected prior misstatements.

15

Similarly, persons who both purchased and sold Beckman common stock prior to a

16

corrective disclosure or between corrective disclosures may not have recoverable

17

damages resulting from those transactions. Recognized Loss amounts are based on

18

the level of alleged artificial inflation in the price of Beckman common stock at the

19

time of purchase or other acquisition. The Plan of Allocation reflects the

20

determination of potentially recoverable losses based on Lead Counsel and Lead

21

Plaintiff’s consulting damages expert’s analysis. This analysis included a review

22

of publicly available information regarding Beckman and statistical analyses of the

23

price movements of Beckman common stock.

24

Based on Beckman’s public disclosures during the Class Period and an

25

analysis of the associated movement in Beckman’s common stock price, Lead

26

Counsel has identified three allegedly corrective disclosure dates (the “Disclosure

27

Dates”) for which Lead Plaintiff contends the disclosure of previously



1

misrepresented and omitted facts caused statistically significant price movement.

2

I The Disclosure Dates are as follows:

3

(a) March 22, 2010: After the market closed on March 22, 2010,

4

I Beckman announced that the FDA indicated that it believed that Beckman had

5

made certain modifications to its troponin test kits without obtaining appropriate

6

product clearances from the FDA; that further FDA restrictions on the use of

7

troponin DxI test kits were expected; that the Company was evaluating its internal

8

processes and procedures regarding product quality and regulatory systems; and

9

that more of its products (in addition to the troponin test kits) could be affected and

10

that the actions required could adversely affect operating results. Counsel for Lead

11

Plaintiff has determined that in reaction to these disclosures, the price of

12

Beckman’s common stock declined by $4.88 per share on March 23, 2010.

13

(b) May 14, 2010: On May 14, 2010, Beckman announced that the

14

FDA had given guidance on the requirements for FDA clearance of Beckman's

15

troponin test kits, which included conducting a clinical trial whose results would

16

not be available until the first half of 2011. Counsel for Lead Plaintiff has

17

determined that $1.37 of the decline in the price per share of Beckman’s common

18

stock on that day can be attributed to a reaction to these disclosures.

19

(c) July 22, 2010: After the market closed on July 22, 2010, Beckman

20

announced both its results for the second quarter of 2010 and reduced its guidance

21

for earnings in the second half of 2010 due to several factors, including additional

22

expenses for the Beckman's remediation plans for its compliance and quality

23

challenges, as well as reduced earnings in several divisions unrelated to its

24

troponin test kits. Counsel for Lead Plaintiff has determined that $8.45 of the

25

decline in the price per share of Beckman’s common stock on July 23, 2010 can be

26

attributed to a reaction to these disclosures.

27

28

II. RECOGNIZED LOSS FORMULAS NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT


1

1. For All Shares of Beckman Common Stock Purchased or Acquired

2

During the July 31, 2009 through July 22, 2010 Class Period:

3

(a) To the extent a claimant had a market gain from his, her, or its overall

4

transactions in Beckman common stock during the Class Period, including any

5

market gains made on shares purchased in the Class Period that were sold after the

6

Class Period or held past February 4, 2011 (the date prior to the announcement that

7

Danaher Corporation offered to acquire Beckman for $83.50 per Beckman share),

8

the value of the claim will be zero. Such claimants will, in any event, be bound by

9

the Settlement. To the extent that a claimant suffered an overall market loss on his,

10

her, or its overall transactions in Beckman common stock during the Class Period,

11

but that market loss was less than the total Recognized Losses as calculated in

12

paragraphs (b) through (d) and in sections 2 through 4 below, then the Claimant’s

13

Recognized Losses will be limited to the amount of the actual market loss.

14

(b) If such shares were sold at a gain at anytime during the period from

15

July 31, 2009 through February 4, 2011, the “Recognized Loss” is zero.(c) If

16

such shares were held unsold after the close of trading on February 4, 2011, the

17

“Recognized Loss” is zero.

18

(d) If such shares were sold at a loss during the July 31, 2009 through

19

July 22, 2010 Class Period or thereafter, see sections 2 through 4 below.

20

21 2. For Any Shares of Beckman Common Stock Purchased or Acquired on

22 or After July 31, 2009 through and including March 22, 2010 and Sold

at a Loss: 23

24 (a) If such shares were sold at a loss on or before March 22, 2010, the

25 “Recognized Loss” is zero. This determination was made because the sale

26 occurred before any allegedly corrective disclosure was made. Thus, any losses

27 were not related to the alleged misrepresentations or omissions and are not

28 compensable through this Action for violation of the securities laws.



1

(b) If such shares were sold at a loss on or after March 23, 2010 through

2

and including May 13, 2010, the “Recognized Loss” is the lesser of: (i) the

3

purchase price minus the sales price; (ii) $4.88; or (iii) the purchase price minus

4

$64.22 (the closing price on March 23, 2010).

5

(c) If such shares were sold at a loss on or after May 14, 2010 through

6

and including July 22, 2010, the “Recognized Loss” is the lesser of: (i) the

7


8

$59.72 (the closing price on May 13, 2010, less the $1.37 portion of the decline on

9

May 14, 2010 recognized in this Plan of Allocation).

10

(d) If such shares were sold at a loss on or after July 23, 2010 through

11

including February 4, 2011, the “Recognized Loss” is the lesser of: (i) the purchase

12

price minus the sales price; (ii) $14.70; or (iii) the purchase price minus $51.45

13

(the closing price on July 22, 2010, less the $8.45 portion of the decline on July 23,

14

2010 recognized in this Plan of Allocation).

15

3. For Any Shares of Beckman Common Stock Purchased or Acquired on

16

or After March 23, 2010 through and Including May 13, 2010 and Sold

17 at a Loss :

18

(a) If such shares were sold at a loss on or before May 13, 2010, the

19

“Recognized Loss” is zero. This determination was made because the sale

20

occurred before any allegedly corrective disclosure was made. Thus, any losses

21

were not related to the alleged misrepresentations or omissions and are not

22

compensable through this Action for violation of the securities laws.

23

(b) If such shares were sold at a loss on or after May 14, 2010 through

24

and including July 22, 2010, the “Recognized Loss” is the lesser of: (i) the

25


26

$59.72 (the closing price on May 13, 2010, less the $1.37 portion of the decline on

27

May 14, 2010 recognized in this Plan of Allocation).



1

(c) If such shares were sold at a loss on or after July 23, 2010 through

2


3

price minus the sales price; (ii) $9.82; or (iii) the purchase price minus $51.45 (the

4

closing price on July 22, 2010, less the $8.45 portion of the decline on July 23,

5


6

4. For Any Shares of Beckman Common Stock Purchased on or after May

7

14, 2010 through and including July 22, 2010 and Sold at a Loss :

8

(a) If such shares were sold at a loss on or before July 22, 2010, the

9

“Recognized Loss” is zero. This determination was made because the sale

10

occurred before any allegedly corrective disclosure was made. Thus, any losses

11

were not related to the alleged misrepresentations or omissions and are not

12

compensable through this Action for violation of the securities laws.

13

(b) If such shares were sold at a loss on or after July 23, 2010 through

14


15

price minus the sales price; (ii) $8.45; or (iii) the purchase price minus $51.45 (the

16

closing price on July 22, 2010, less the $8.45 portion of the decline on July 23,

17


18

19

III. ADDITIONAL PROVISIONS

20 In order to determine the existence and amount of a potential loss on the

21 purchase or acquisition of Beckman common stock during the Class Period, the

22 following procedures will be used.

23 In processing claims, first-in, first-out (“FIFO”) accounting will be applied

24 to holdings at the beginning of the Class Period and any purchases and sales durin

25 the relevant period. For example, FIFO will be used to match the first shares of

26 Beckman common stock sold against any shares held as of July 30, 2009 (the day

27 prior to the start of the Class Period), and then against additional



1

purchases/acquisitions in chronological order, beginning with the earliest

2

purchase/acquisition made during the Class Period. Sales matched to Beckman

3

common stock held at the beginning of the Class Period will be excluded from the

4

calculation of Recognized Loss.

5

Purchases or acquisitions and sales of Beckman securities will be deemed to

6

have occurred on the “contract” or “trade” date as opposed to the “settlement” or

7

“payment” date. The amount paid or received for Beckman common stock shall

8

exclude all commissions, taxes and fees.

9

The receipt or grant by gift, inheritance or operation of law of Beckman

10

common stock during the Class Period will not be deemed a purchase, acquisition

11

or sale of these securities for the calculation of an Authorized Claimant’s

12

Recognized Loss Amount for these securities nor will the receipt or grant be

13

deemed an assignment of any claim relating to the purchase/acquisition of such

14

securities unless: (i) the donor or decedent purchased or otherwise acquired such

15

shares of Beckman common stock during the Class Period; (ii) no Proof of Claim

16

was submitted by or on behalf of the donor, on behalf of the decedent, or by

17

anyone else with respect to such securities; and (iii) the assignment is specifically

18

provided for in the instrument of gift or assignment.

19

The restrictions on computing Recognized Losses set out in the three bullet

20

points below apply to all claims. As a practical matter, however, they apply

21

primarily to certain transactions engaged in by sophisticated traders, employees of

22

Beckman or certain corporate or institutional claimants:

23

24

● “Short” sales will not be recognized for any amount of loss on the

25

“cover” or purchase transaction, and no Recognized Loss will be computed

26

for any such covering purchase transaction.

27

● Option contracts are not securities eligible to participate in the

28

Settlement. As a result:



1

o With respect to shares of Beckman common stock

2

purchased, acquired or sold through the exercise of or assignment of

3

an option, the purchase/acquisition/sale date is the date of the exercise

4

of or assignment of the option and the purchase/acquisition/sale price

5

of the Beckman common shares is the exercise price or strike price of

6

the option.

7

o Similarly, for Class Members who acquired publicly

8

traded Beckman common stock by exercising employee stock options

9

granted by Beckman, the purchase/acquisition date will be the date of

10

exercise of the option, and the purchase/acquisition price will be the

11

exercise price that the Class Member actually paid for the shares.

12

● If the shares of Beckman common stock that were purchased or

13

acquired were not publicly-registered shares or were restricted from trading,

14

the Recognized Loss is zero.

15

Shares of the common stock of Beckman, Inc. “transferred into,” “delivered

16

into” or “received into” the claimant’s account, will not be considered a purchase

17

or acquisition of shares unless the claimant submits documentation demonstrating

18

that the original purchase or acquisition of these shares occurred during the Class

19

Period. Also, shares purchased or acquired and subsequently “transferred out” of

20

the claimant’s account will not be considered part of the claimant’s claim, as the

21

right to file for those shares belongs to the person or party receiving the shares.

22

23

Each Authorized Claimant will recover his, her, or its pro rata share of the

24

Net Settlement Fund. If the prorated claim calculates to less than $10.00, it will be

25

removed from the calculation and it will not be paid.

26

Distributions will be made to Authorized Claimants after all claims have

27

been processed and after the Court has finally approved the Settlement. Following

28

an initial distribution of the Net Settlement Fund, if Lead Counsel, in consultation NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT


with the Claims Administrator, determines that it is cost-effective to do so, the

2

Claims Administrator will conduct a redistribution of any funds remaining in the

3

Net Settlement Fund by reason of returned or uncashed checks or otherwise, to

4

Authorized Claimants who have cashed their initial distribution checks, after

5

payment from the Net Settlement Fund of any unpaid Taxes and costs or fees

6

incurred in administering the funds, including for such redistribution. Additional

7

redistributions may occur thereafter to Authorized Claimants if Lead Counsel, in

8

consultation with the Claims Administrator, determines that additional

9

redistribution is cost-effective. If it is determined that the redistribution of funds

10

remaining in the Net Settlement Fund is not cost-effective, the remaining balance

11

of the Net Settlement Fund will be contributed to a non-sectarian, not-for-profit

12

organization.

13

Each Claimant is deemed to have submitted to the jurisdiction of the United

14

States District Court for the Central District of California with respect to his, her

15

its Proof of Claim.

16

You can call the Claims Administrator toll-free at 1-800-xxx-xxxx to find

17

answers to common questions about the Plan of Allocation.

18

19

SPECIAL NOTICE TO SECURITIES BROKERS

AND OTHER NOMINEES 20

21 If you purchased or otherwise acquired Beckman common stock during the

22 Class Period for the beneficial interest of a person or organization other than

23 yourself, the Court has directed that, WITHIN SEVEN (7) CALENDAR DAYS

24 OF YOUR RECEIPT OF THIS NOTICE, you either: (a) provide to the Claims

25 Administrator the name and last known address of each person or organization for

26 whom or which you purchased or otherwise acquired Beckman common stock

27 during such time period (preferably in an MS Excel data table, setting forth

28 (i) title/registration, (ii) street address, (iii) city/state/zip; or electronically in MS



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Word or WordPerfect files; or on computer-generated mailing labels) or;

(b) request additional copies of this Notice and the Proof of Claim form, which wil

be provided to you free of charge, and within seven (7) calendar days of receipt of

such copies send them by First-Class directly to the beneficial owners of those

I Beckman securities.

If you choose to follow alternative procedure (b), the Court has directed

upon such mailing, you must send a statement to the Claims Administrator

confirming that the mailing was made as directed. You are entitled to

reimbursement from the Settlement Fund of your reasonable expenses actually

incurred in connection with the foregoing, including reimbursement of postage

expense and the cost of ascertaining the names and addresses of beneficial owners.

Those expenses will be paid after request and submission of appropriate supporting

documentation. All communications concerning the foregoing should be

I addressed to the Claims Administrator:

In re Beckman Coulter, Inc. Sec. Litig . Claims Administrator

c/o: [Name of Claims Administrator]

Phone: [_iL4ax: [__] [__]@[__].com

[__].com

Dated: _________________, 2011

BY ORDER OF THE COURT UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA



EXHIBIT A-2

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IN RE BECKMAN COULTER, INC. ) PROOF OF CLAIM AND SECURITIES LITIGATION ) RELEASE


PROOF OF CLAIM AND RELEASE Case No.: 8:10-cv-1327-JST (RNBx)

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TO HAVE AN OPPORTUNITY TO RECEIVE A SHARE OF THE

SETTLEMENT FUND, YOU MUST COMPLETE AND SIGN THIS PROOF OF

PROOF OF CLAIM, AND RETURN IT TO:

IN RE BECKMAN COULTER, INC. SEC. LITIG.

CLAIMS ADMINISTRATOR

C/O ______________

P.O. BOX _______ _____________, ___ _________

MAIL THIS FORM BY PREPAID, FIRST-CLASS MAIL, POSTMARKED NO

LATER THAN ___________, 2011. FAILURE TO SUBMIT YOUR CLAIM

BY ______________, 2011 WILL SUBJECT YOUR CLAIM TO REJECTION

AND PRECLUDE YOU FROM RECEIVING ANY MONEY IN CONNECTION

WITH THE SETTLEMENT OF THIS LITIGATION.

DO NOT MAIL OR DELIVER YOUR PROOF OF CLAIM TO THE COURT,

THE PARTIES OR THEIR COUNSEL. ANY SUCH CLAIM WILL BE

DEEMED NOT TO HAVE BEEN SUBMITTED. SUBMIT YOUR CLAIM

ONLY TO THE CLAIMS ADMINISTRATOR.

PROOF OF CLAIM AND RELEASE


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PART I – CLAIMANT INFORMATION

Last Name (Claimant)

Last Name (Beneficial Owner if Different

From Claimant)

Last Name (Co-Beneficial Owner) First Name (Co-Beneficial Owner)

Company/Other Entity (If Claimant Is Not An Individual)

I Trustee/Nominee/Other

Account Number (If Claimant Is Not an Individual)

U

State

Country

Telephone Number (Night)

PROOF OF CLAIM AND RELEASE Case No.: 8:10-cv-1327-JST (RNBx)

First Name (Claimant)

F -1 First Name (Beneficial Owner)

Trust/Other Date (If Applicable)

Zip Code

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Contact Person (If Claimant is Not An Individual)

Foreign Zip Code

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’

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3 Email Address (Email address is not required, but if you provide it you authorize

4 the Claims Administrator to use it in providing you with information relevant to

this claim.)

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6 IDENTITY OF CLAIMANT (check only one box): [ ] Individual [ ] Joint Owners [ ] Estate 7 [ ] Corporation [ ] Trust [ ] Partnership

8 [ ] Private Pension Fund [ ] IRA, Keogh, or other type of individual

[ ] Legal Representative retirement plan (indicate type of plan, mailing 9 [ ] Other (specify, describe address, and name of current custodian)

10 on separate sheet) ___________________________________ 11

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1 The taxpayer identification number (TIN), consisting of a valid Social Security number (SSN) for individuals or employer identification number (EIN) for

28 business entities, trusts, estates, etc., and telephone number of the beneficial owner(s) may be used in verifying this claim. PROOF OF CLAIM AND RELEASE


1

PART II - GENERAL INSTRUCTIONS

2 1. It is important that you completely read the Notice of Pendency

3 Class Action and Proposed Settlement and Motion for Attorneys’ Fees and

4 Expenses (the “Notice”) that accompanies this Proof of Claim and Release (“Proof

5 of Claim”), and the Plan of Allocation included in the Notice. The Notice contains

6 the definitions of many of the defined terms (which are indicated by initial capital

7 letters) used in this Proof of Claim. By signing and submitting this Proof of Claim,

8 you will be certifying that you have read the Notice, including the terms of the

9 releases described therein and provided for herein.

10 2. This Proof of Claim is directed to any person or entity who purchased

11 or otherwise acquired Beckman Coulter, Inc. (“Beckman”) common stock between

12 July 31, 2009 and July 22, 2010, inclusive, (the “Class Period”) and who was

13 allegedly damaged thereby (the “Class”).

14 3. IF YOU ARE NOT A CLASS MEMBER, OR IF YOU, OR

15 SOMEONE ACTING ON YOUR BEHALF, FILED A REQUEST FOR

16 EXCLUSION FROM THE CLASS, DO NOT SUBMIT A PROOF OF CLAIM.

17 YOU MAY NOT, DIRECTLY OR INDIRECTLY, PARTICIPATE IN THE

18 SETTLEMENT IF YOU ARE NOT A CLASS MEMBER. THUS, IF YOU FILE

19 A VALID REQUEST FOR EXCLUSION IN A TIMELY MANNER, ANY

20 PROOF OF CLAIM THAT YOU SUBMIT, OR THAT MAY BE SUBMITTED

21 ON YOUR BEHALF, WILL NOT BE ACCEPTED.

22 4. You may only participate in the distribution of the Net Settlement

23 Fund if you are a member of the Class and if you complete and return this form as

24 specified below. If you fail to file a timely, properly addressed, and completed

25 Proof of Claim, your claim may be rejected and you may be precluded from

26 receiving any distribution from the Net Settlement Fund.

27 5. Submission of this Proof of Claim does not guarantee that you will 28 share in the Net Settlement Fund. The distribution of the Net Settlement Fund



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will be governed by the Plan of Allocation set forth in the Notice, if approved by

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the Court, or such other plan of allocation as the Court approves.

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6. Use Part III of this Proof of Claim entitled “SCHEDULE OF

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I TRANSACTIONS IN BECKMAN COMMON STOCK DURING THE CLASS

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PERIOD” to supply all required details of your transaction(s) in Beckman common

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stock during the Class Period. On the schedule, provide all the requested

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information with respect to all purchases, acquisitions and sales of Beckman

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common stock during the Class Period.

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7. You are required to submit genuine and sufficient documentation for

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all your transactions in and holdings of Beckman common stock during the Class

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Period as set forth in the Schedule of Transactions in Part III. Documentation may

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consist of copies of brokerage confirmations or monthly statements. IF SUCH

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DOCUMENTS ARE NOT IN YOUR POSSESSION, PLEASE OBTAIN COPIES

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OR EQUIVALENT CONTEMPORANEOUS DOCUMENTS FROM YOUR

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BROKER. FAILURE TO SUPPLY THIS DOCUMENTATION MAY RESULT

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IN REJECTION OF YOUR CLAIM. DO NOT SEND ORIGINAL

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DOCUMENTS. Please keep a copy of all documents that you send to the Claims

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Administrator.

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8. Separate Proofs of Claim should be submitted for each legal entity

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that has a claim. For example, if one joint owner also has an individual claim, two

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Proofs of Claim should be submitted. However, each Proof of Claim should

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include all transactions made by that entity, even if the transactions were in

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different accounts.

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9. All joint beneficial owners must each sign this Proof of Claim. If you

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purchased or acquired Beckman common stock during the Class Period and held

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the securities in your name, you are the beneficial owner as well as the record

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owner. If, however, you purchased or acquired Beckman common stock during the

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Class Period and the securities were registered in the name of a third party, such as



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a nominee or brokerage firm, you are the beneficial owner of these securities, but

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the third party is the record owner.

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4 10. Agents, executors, administrators, guardians, and trustees must

5 complete and sign the Proof of Claim on behalf of persons represented by them,

6 and they must:

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(a) expressly state the capacity in which they are acting;

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(b) identify the name, account number, Social Security number (or

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taxpayer identification number), address and telephone number of the

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beneficial owner of (or other person or entity on whose behalf they are

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acting with respect to) Beckman common stock during the Class Period; and

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(c) furnish herewith evidence of their authority to bind the person

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or entity on whose behalf they are acting. (Authority to complete and sign a

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Proof of Claim cannot be established by stockbrokers demonstrating only

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that they have discretionary authority to trade stock in another person’s

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accounts.)

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11. NOTICE REGARDING ELECTRONIC FILES: To obtain the

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mandatory electronic filing requirements and file layout, visit the website at

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www.[_____] or email the Claims Administrator at ______.com.

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12. If you have questions concerning the Proof of Claim, or need

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additional copies of the Proof of Claim or the Notice, you may contact the Claims

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Administrator, ______________, at the above address or by toll-free phone at 1-

23 ___ ___-____, or you may download the documents from www.[_____].

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PART III – SCHEDULE OF TRANSACTIONS IN BECKMAN COMMON STOCK DURING THE CLASS PERIOD

A. BEGINNING HOLDINGS OF COMMON STOCK:

State the total number of shares of Beckman common IF NONE, CHECK HERE

stock held as of the close of trading on July 30, 2009. ○

B. PURCHASES OF BECKMAN COMMON STOCK:

Separately list each and every purchase of Beckman

common stock during the Class Period.

Date(s) of Purchase(s)

(List Chronologically) Month/Day/Year

/ / $

/___/

$ ○Y ○N

/___/

$ ○Y ○N

/ /

$ ○Y ○N

Number of Shares Purchased

Purchase Price Per Share

(excluding commissions, taxes & fees)

IF NONE, CHECK HERE

○

Proof of purchase enclosed ○Y ○N



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C. SALES OF BECKMAN COMMON STOCK:

Date(s) of Sale(s) (List

Chronologically) Month/Day/Year

/ / $ ○Y ○N

/___/

$ ○Y ○N

/___/

$ ○Y ○N

/ /

$ ○Y ○N

D. ENDING HOLDINGS OF COMMON STOCK

State the total number of shares of Beckman common

stock held as of the close of trading on July 22,

2010.

IF NONE, CHECK HERE

○

(IF YOU REQUIRE ADDITIONAL SPACE, ATTACH EXTRA SCHEDULES

IN THE SAME FORMAT AS ABOVE. PRINT THE BENEFICIAL OWNER’S

FULL NAME AND TAXPAYER IDENTIFICATION NUMBER ON EACH

ADDITIONAL PAGE.)

Separately list each and every sale of Beckman common

stock during the Class Period.

IF NONE, CHECK HERE

○

Number of Shares Sold

Sale Price per Share

(excluding commissions, taxes & fees)

Proof of sale enclosed



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1

I PART IV - CERTIFICATION

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YOU MUST SIGN ON PAGE OF THIS PROOF OF CLAIM

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I (we) hereby acknowledge that as of the Effective Date, I (we) shall: (i) have and

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be deemed to have fully, finally and forever waived, released, discharged and

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dismissed each and every one of the Released Defendant Parties from any and all

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of the Released Claims; (ii) have and be deemed to have covenanted not to sue any

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of the Released Defendant Parties with respect to any and all of the Released

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Claims; and (iii) forever be barred and enjoined from commencing, instituting,

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prosecuting or maintaining any of the Released Claims against any of the Released

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Defendant Parties.

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By signing and submitting this Proof of Claim, the claimant(s) or the person(s)

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who represents the claimant(s) certifies, as follows:

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1. that I (we) have read the Notice, the Plan of Allocation and the Proof of

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Claim, including the releases provided for in the Settlement;

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2. that the claimant(s) is (are) Class Member(s), as defined in the Notice, and is

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(are) not excluded from the Class;

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3. that the claimant(s) has (have) not submitted a request for exclusion from the

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Class;

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that the claimant(s) owns(ed) the Beckman common stock identified in the

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Proof of Claim during the Class Period and has (have) not assigned the claim

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against the Released Defendant Parties to another, or that, in signing and

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submitting this Proof of Claim, the claimant(s) has (have) the authority to act

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on behalf of the owner(s) thereof;

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that the claimant(s) has (have) not submitted any other claim covering the

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same purchases, sales, or holdings of Beckman common stock during the

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Class Period and knows of no other person having done so on

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his/her/its/their behalf;

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6. that the claimant(s) submits (submit) to the jurisdiction of the Court with

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respect to his/her/its/their claim and for purposes of enforcing the releases

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set forth herein;

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7. that I (we) agree to furnish such additional information with respect to this

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Proof of Claim as the Claims Administrator or the Court may require;

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8. that the claimant(s) waives (waive) the right to trial by jury, to the extent it

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exists, and agrees (agree) to the Court’s summary disposition of the

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determination of the validity or amount of the claim made by this Proof of

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Claim; and

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9. that I (we) acknowledge that the claimant(s) will be bound by and subject to

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the terms of any judgment that may be entered in the Litigation;

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UNDER THE PENALTIES OF PERJURY, I (WE) CERTIFY THAT ALL OF

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THE INFORMATION PROVIDED BY ME (US) ON THIS FORM IS TRUE,

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CORRECT, AND COMPLETE, AND THAT THE DOCUMENTS SUBMITTED

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HEREWITH ARE TRUE AND CORRECT COPIES OF WHAT THEY

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PURPORT TO BE.

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18 Signature of Claimant

19 Print Name of Claimant

Date 20

21 Signature of Joint Claimant, if any

22 Print Name of Joint Claimant

Date 23

24 THIS PROOF OF CLAIM MUST BE MAILED TO THE CLAIMS

25

26 ADMINISTRATOR BY FIRST-CLASS MAIL, POSTAGE PREPAID,

27 POSTMARKED BY _______________________ , ADDRESSED AS

FOLLOWS: 28



1

IN RE BECKMAN COULTER, INC. SEC. LITIG.

Claims Administrator 2 c/o: [Name of Claims Administrator]

[Address] 3

You should be aware that it will take a significant amount of time to fully 4

process all of the Proofs of Claim. Please notify the Claims Administrator of any 5

change of address. 6

REMINDER CHECKLIST 7

1. Please sign the above release and certification. If this Proof of Claim is 8

being made on behalf of joint claimants, then both must sign.

9 2. Remember to attach only copies of supporting documentation.

10 3. Please do not highlight any portion of the Proof of Claim or any supporting

11 documents.

12 4. Do not send original stock certificates or documentation. These items cannot

13 be returned to you by the Claims Administrator.

14 5. Keep copies of the completed Proof of Claim and documentation for your

15 own records.

16 6. The Claims Administrator will acknowledge receipt of your Proof of Claim

17 by mail, within 60 days. Your claim is not deemed filed until you receive an

18 acknowledgement postcard. If you do not receive an acknowledgement

19 postcard within 60 days, please call the Claims Administrator toll free at

20 .

21 7. If your address changes in the future, or if this Proof of Claim was sent to an

22 old or incorrect address, please send the Claims Administrator written

23 notification of your new address. If you change your name, please inform

24 the Claims Administrator.

25 8. If you have any questions or concerns regarding your claim, please contact

26 the Claims Administrator at the above address or at ______________, or

27 visit www. .com.

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EXHIBIT A-3

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Christopher J. Keller (admitted pro hac vice)

Christopher J. McDonald (admitted pro hac vice)

LABATON SUCHAROW LLP 140 Broadway New York, New York 10005 Telephone: (212) 907-0700 Facsimile: (212) 818-0477 Email: [email protected]



IN RE BECKMAN COULTER, INC SECURITIES LITIGATION

Sherrie R. Savett (admitted pro hac vice) Barbara A. Podell (admitted pro hac vice) Douglas M. Risen (admitted pro hac vice)

Eric Lechtzin (Bar No. 248958) BERGER & MONTAGUE, P.C. 1622 Locust Street Philadelphia, Pennsylvania 19103 Telephone: (215) 875-3071 Facsimile: (215) 875-5715 Email: [email protected]



SUMMARY NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT AND MOTION FOR ATTORNEYS’ FEES AND EXPENSES




I TO: ALL PERSONS OR ENTITIES WHO PURCHASED OR

OTHERWISE ACQUIRED THE COMMON STOCK OF BECKMAN

COULTER, INC. (“BECKMAN” OR THE “COMPANY”) BETWEEN

JULY 31, 2009 AND JULY 22, 2010, INCLUSIVE, AND WHO WERE

ALLEGEDLY DAMAGED THEREBY (THE “CLASS”).

SUMMARY NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT

CASE NO : 8:10-CV-1327-JST (RNB X)

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YOU ARE HEREBY NOTIFIED , pursuant to Rule 23 of the Federal

3

Rules of Civil Procedure and an Order of the Court, that the above-captioned

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litigation (“Action”) has been preliminarily certified as a class action for the

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purposes of settlement only and that a settlement with Beckman, Scott T. Garrett

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and Charles P. Slacik (collectively, the “Defendants”), in the amount of $5,000,000

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in cash, plus payment of Notice and Administration Expenses not to exceed a total

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cumulative cap of $500,000, has been proposed by the Parties.

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A hearing will be held before the Honorable Josephine Staton Tucker of the

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I United States District Court for the Central District of California in the Santa Ana

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Courthouse, 411 West Fourth Street, Courtroom 10A, Santa Ana, CA 92701 at

12 _.m., on ________, 2011 to, among other things: determine whether the

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proposed Settlement should be approved by the Court as fair, reasonable, and

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adequate; determine whether the proposed Plan of Allocation for distribution of the

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settlement proceeds should be approved as fair and reasonable; and consider the

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application of Lead Counsel for an award of attorneys’ fees and reimbursement of

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litigation expenses. The Court may change the date of the hearing without

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providing another notice.

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IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE,

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I YOUR RIGHTS WILL BE AFFECTED BY THE PENDING LITIGATION AND

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THE PROPOSED SETTLEMENT AND YOU MAY BE ENTITLED TO SHARE

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IN THE NET SETTLEMENT FUND. If you have not yet received the full printed

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Notice of Pendency of Class Action and Proposed Settlement and Motion for

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Attorneys’ Fees and Expenses (“Notice”) and a Proof of Claim and Release Form

25

(“Proof of Claim”), you may obtain copies of these documents by contacting the

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Claims Administrator:

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In re Beckman Coulter, Inc. Sec. Litig.

28

Claims Administrator


2 CASE NO : 8:10-CV-1327-JST (RNB X)

1

c/o [Insert name of Claims Administrator]

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[_____]

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[_____]

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800-[_____]

5

www.[_____].com

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Inquiries, other than requests for information about the status of a claim, may also

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be made to Lead Counsel.

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LABATON SUCHAROW LLP

9

Christopher J. McDonald, Esq.

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140 Broadway

11

New York, New York 10005

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888-219-6877

13

www.labaton.com

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If you are a Class Member, to be eligible to share in the distribution of the

15

Settlement proceeds, you must submit a Proof of Claim postmarked no later than

16 _______, 2011. To exclude yourself from the Class, you must submit a written

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request for exclusion in accordance with the instructions set forth in the Notice

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such that it is received or postmarked no later than __________, 2011. If you are a

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Class Member and do not exclude yourself from the Class, you will be bound by

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the Final Order and Judgment of the Court. Any objections to the proposed

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Settlement, Plan of Allocation, and/or application for attorneys’ fee and

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reimbursement of expenses must be filed with the Court and served on counsel for

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the Parties in accordance with the instructions set forth in the Notice, such that

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are received or postmarked no later than

2011. If you are a Class

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Member and do not timely submit a valid Proof of Claim, you will not be eligible

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to share in the Net Settlement Fund, but you nevertheless will be bound by the

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Final Order and Judgment of the Court.

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DATED: BY ORDER OF THE COURT UNITED STATES CENTRAL DISTRICT OF CALIFORNIA



IXl II T1Iii1 iwu uu .iu.:j

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IN RE BECKMAN COULTER, INC. ) [PROPOSED] FINAL ORDER SECURITIES LITIGATION ) JUDGMENT


WHEREAS:

A. On

2011, Arkansas Teacher Retirement System

Iron Workers District Council of New England Pension Funds (“Lead Plaintiff”),

24 on behalf of itself and the Class, and Beckman Coulter, Inc. (“Beckman” or the

25

“Company”), Scott T. Garrett, and Charles P. Slacik (collectively, “Defendants”)

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entered into a Stipulation of Settlement (the “Stipulation”) in the above-titled

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litigation (the “Action”).

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[PROPOSED] F INAL ORDER AND JUDGMENT

CASE NO .: 8:10-CV-1327-JST (RNBX)

1

B. Pursuant to the Preliminary Approval Order Providing for Notice and

2

Hearing in Connection With Proposed Class Action Settlement, entered

3

2011 (the “Preliminary Approval Order”), the Court scheduled

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a hearing for ______________, 2011, at ____ ___.m. (the “Settlement Hearing”)

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to, among other things: (i) determine whether the proposed Settlement of the

6

Action on the terms and conditions provided for in the Stipulation is fair,

7

reasonable and adequate, and should be approved by the Court; and (ii) determine

8

whether a judgment as provided for in the Stipulation should be entered. The

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Court ordered that the Parties mail the Notice of Pendency of Class Action and

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Proposed Settlement and Motion for Attorneys’ Fees and Expenses (the “Notice”)

11

and Proof of Claim and Release Form (“Proof of Claim”) to potential Class

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Members and publish the Summary Notice of Pendency of Class Action and

13

Proposed Settlement and Motion for Attorneys’ Fees and Expenses (the “Summary

14

Notice”), substantially in the forms attached to the Preliminary Approval Order as

15

Exhibits 1, 2 and 3.

16

C. On

2011, Lead Plaintiff moved for final

17

approval of the Settlement, as set forth in the Preliminary Approval Order. On

18 _________, 2011, this Court held a Settlement Hearing to determine: (a) whether

19

the above-captioned federal securities class action (the “Action”) satisfies the

20

applicable prerequisites for class action treatment under Rule 23 of the Federal

21

Rules of Civil Procedure; (b) whether the terms of the proposed settlement

22

(“Settlement”) described in the Stipulation of Settlement (the “Stipulation”), are

23

fair, reasonable and adequate, and should be approved by the Court; (c) whether

24

the proposed allocation of the Settlement fund (the “Plan of Allocation”) is fair and

25

reasonable and should be approved by the Court; (d) whether the Final Order and

26

Judgment as provided under the Stipulation should be entered, dismissing the

27

Action on the merits and with prejudice, and to determine whether the release of

28

the Released Claims as against the Released Parties, as set forth in the Stipulation,

OSED] FINAL ORDER AND JUDGMENT

2 NO.: 8:10-CV-1327-JST (RNB X)

1

should be ordered; (e) whether the application of Lead Counsel for an award of

2

attorneys’ fees and reimbursement of expenses should be approved; and (f) such

3

other matters as the Court might deem appropriate.

4

D. It has been shown that the Notice substantially in the form approved

5

by the Preliminary Approval Order dated

2011 was mailed to all

6

persons and entities reasonably identifiable who purchased or acquired the

7

securities that are the subject of the Action during the Class Period.

8

E. It has been shown that the Summary Notice substantially in the form

9

approved by the Court in the Preliminary Approval Order was published pursuant

10

to the specifications of the Court.

11

F. At the Settlement Hearing, all interested Persons were afforded the

12

opportunity to be heard.

13

G. This Court has duly considered Lead Plaintiff’s motion, the affidavits,

14

declarations and memorandum of law submitted in support thereof, and all of the

15

submissions and arguments presented with respect to the proposed Settlement.

16

NOW, THEREFORE, after due deliberation, IT IS ORDERED,

17

I ADJUDGED AND DECREED as follows:

18

1. This Judgment incorporates by reference the definitions in the

19

Stipulation, and all capitalized terms used in this Judgment that are not otherwise

20

defined herein shall have the same meanings as set forth in the Stipulation.

21

2. This Court has jurisdiction over the subject matter of the Action and

22

over all Parties to the Action, including all members of the Class.

23

3. The Court hereby affirms its determinations in the Preliminary

24

Approval Order and finally certifies, for the purposes of the Settlement only, the

25

Action as a class action pursuant to Rules 23(a) and (b)(3) of the Federal Rules of

26

Civil Procedure on behalf of any person or entity who purchased or otherwise

27

acquired Beckman common stock between July 31, 2009 and July 22, 2010,

28

inclusive (the “Class Period”), and who was allegedly damaged thereby (the


3 NO.: 8:10-CV-1327-JST (RNB X)

“Class”). The Court finds that the prerequisites for a class action under Rule 23(a)

2

and (b)(3) of the Federal Rules of Civil Procedure have been satisfied in that:

3

(a) the number of Class Members is so numerous that joinder of all members

4

thereof is impracticable; (b) there are questions of law and fact common to the

5

Class; (c) the claims of the Lead Plaintiff are typical of the claims of the Class he

6

seeks to represent; (d) Lead Plaintiff fairly and adequately represents the interests

7

of the Class; (e) the questions of law and fact common to the members of the Class

8

predominate over any questions affecting only individual members of the Class;

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and (f) a class action is superior to other available methods for the fair and efficient

10

adjudication of the controversy .

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4. Excluded from the Class are the Defendants; any officer or director of

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Beckman during the Class Period; members of the immediate families of each of

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the foregoing and their legal representatives, heirs, successors or assigns; and any

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entity in which any Defendant has or had (during the Class Period) a controlling

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interest. Also excluded from the Class are those proposed Class Members who

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properly excluded themselves by filing a valid and timely request for exclusion in

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accordance with the requirements set forth in the Notice. (See Exhibit A annexed

18

hereto).

19

5. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and for

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the purposes of the Settlement only, the Court hereby affirms its determinations in

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the Preliminary Approval Order and finally certifies Lead Plaintiff Arkansas

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Teacher Retirement System and Iron Workers District Council of New England

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Pension Funds as Class Representative for the Class; and finally appoints Labaton

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Sucharow LLP and Berger Montague P.C. as Class Counsel for the Class.

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6. The notification provided for and given to the Class was in

26

compliance with the Preliminary Approval Order, and provided the best notice

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practicable under the circumstances in full compliance with the notice

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requirements of Rule 23 of the Federal Rules of Civil Procedure, Section 21D(a


4 NO.: 8:10-CV-1327-JST (RNB X)

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of the Securities Exchange Act of 1934, 15 U.S.C. § 78u-4(a)(7), as amended by

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the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), and due

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process.

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7. The proposed Settlement of the Action on the terms and conditions

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forth in the Stipulation is in all respects fair, reasonable and adequate, in light of

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the benefits to the Class, the complexity, expense and possible duration of further

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litigation against the Defendants and the risks of establishing liability and damages

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and the costs of continued litigation. This Court further finds the Settlement set

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forth in the Stipulation is the result of arm’s-length negotiations between

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experienced counsel representing the interests of Lead Plaintiff, the Class and the

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Defendants.

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8. The Stipulation and the proposed Settlement are hereby approved as

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fair, reasonable, adequate, and in the best interests of the Class Members, and shall

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be consummated in accordance with the terms and provisions of the Stipulation.

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To the extent there were objections to the Settlement, those objections are

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overruled.

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9. The Consolidated Class Action Complaint for Violations of Federal

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Securities Laws (the “Complaint”), filed February 7, 2011, is hereby dismissed in

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its entirety as to the Defendants, with prejudice, and without costs to any Party,

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except as otherwise provided in the Stipulation.

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10. Upon the Effective Date, Lead Plaintiff, each and every other Class

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Member, and every other Released Plaintiff Party, on behalf of themselves and

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each of their respective heirs, executors, trustees, administrators, predecessors,

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successors and assigns, shall be deemed to have fully, finally and forever waived,

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released, discharged and dismissed each and every one of the Released Claims,

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including Unknown Claims, as against each and every one of the Released

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Defendant Parties and shall forever be barred and enjoined from commencing,

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5 NO.: 8:10-CV-1327-JST (RNB X)

instituting, prosecuting or maintaining any of the Released Claims against any of

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I the Released Defendant Parties.

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(a) As set forth in the Stipulation, “Released Claims” means all

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claims, rights and causes of action, duties, obligations, demands, actions, debts,

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sums of money, suits, contracts, agreements, promises, damages, and liabilities of

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every nature and description, whether known or Unknown (as defined below),

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whether arising under federal, state, common or administrative law, or any other

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law, that Lead Plaintiff or any other Class Member: (i) have asserted in the Action,

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including in the Complaint; or (ii) could have asserted in any forum, that arise out

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of the allegations, transactions, facts, events, occurrences, acts, disclosures,

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statements, representations or omissions or failures to act involved, set forth, or

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referred to in the Complaint filed in the Action, and that relate to the purchase or

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acquisition during the Class Period of Beckman common stock. Released Claims

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do not include claims: (i) to enforce the Settlement; (ii) to enforce confidentiality

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the settlement of the Action; and (iii) asserted derivatively or directly in the action

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In re Beckman Coulter, Inc. Shareholders Litig ., Lead Case No. 30-2010-0040632

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pending in the Superior Court of the State of California, County of Orange.

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(b) As set forth in the Stipulation, “Released Defendant Parties”

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means the Defendants and their present or former trustees, officers, directors,

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principals, employees, agents, partners, insurers, auditors, heirs, executors,

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administrators, attorneys, accountants, financial advisors, representatives,

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predecessors, successors or assigns, parents, subsidiaries, divisions, affiliates,

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associates, joint ventures, general or limited partners or partnerships, limited

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liability companies and any trust of which any Individual Defendant is the settlor

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or which is for the benefit of their immediate family members.

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11. Upon the Effective Date, the Defendants and each of their respective

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Released Defendant Parties, on behalf of themselves and each of their respective


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heirs, executors, trustees, administrators, predecessors, successors and assigns,

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shall be deemed to have fully, finally and forever waived, released, discharged and

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dismissed each and every one of the Released Defendants’ Claims as against each

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and every one of the Released Plaintiff Parties and shall forever be barred and

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enjoined from commencing, instituting, prosecuting or maintaining any of the

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Released Defendants’ Claims against any of the Released Plaintiff Parties.

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(a) “Released Defendants’ Claims” means all claims, rights and

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causes of action, duties, obligations, demands, actions, debts, sums of money, suits,

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(b) As set forth in the Stipulation, “Released Plaintiff Parties”

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means Plaintiffs, each and every Class Member, Lead Counsel, and their respective

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present or former trustees, officers, directors, principals, employees, agents,

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partners, insurers, auditors, heirs, executors, administrators, attorneys, accountants,

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financial advisors, representatives, predecessors, successors or assigns, parents,

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subsidiaries, divisions, affiliates, associates, joint ventures, general or limited


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partners or partnerships, limited liability companies and any trust of which

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Plaintiffs, any Class Member, or Lead Counsel is the settlor or which is for the

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benefit of their immediate family members.

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12. Each Class Member, whether or not such Class Member executes and

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delivers a Proof of Claim, is bound by this Judgment, including, without limitati

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the release of claims as set forth in the Stipulation.

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13. This Judgment and the Stipulation, whether or not consummated, and

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any negotiations, proceedings or agreements relating to the Stipulation, the

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Settlement, and any matters arising in connection with settlement negotiations,

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proceedings, or agreements, shall not be offered or received against the Defendants

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or Lead Plaintiff for any purpose, and in particular:

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(a) do not constitute, and shall not be offered or received against

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the Defendants as evidence of, or construed as, or deemed to be evidence of any

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presumption, concession or admission by the Defendants with respect to the truth

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of any fact alleged by Lead Plaintiff and the Class or the validity of any claim that

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has been or could have been asserted in the Action or in any litigation, including

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but not limited to the Released Claims, or of any liability, damages, negligence,

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fault or wrongdoing of the Defendants;

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(b) do not constitute, and shall not be offered or received against

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the Defendants as evidence of a presumption, concession or admission of any fault,

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misrepresentation or omission with respect to any statement or written document

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approved or made by the Defendants, or against Lead Plaintiff, or any other

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members of the Class as evidence of any infirmity in the claims of Lead Plaintiff or

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the other members of the Class; provided, however, that the Released Parties may

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refer to or otherwise file this Final Order and Judgment, and/or the Stipulation, to

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effectuate the liability protection granted them hereunder including to support a

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defense or counterclaim based on the principles of res judicata, collateral estoppel,

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release, good faith settlement, judgment bar or reduction or any other theory of

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claim preclusion or issue preclusion or similar defense or counterclaim;

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(c) do not constitute, and shall not be offered or received against

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the Defendants, Released Defendant Parties or against Lead Plaintiff, Class

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Members, or Released Plaintiff Parties, as evidence of a presumption, concession

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or admission with respect to any liability, damages, negligence, fault, infirmity or

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wrongdoing, or in any way referred to for any other reason against any of the

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Parties to this Stipulation, in any other civil, criminal or administrative action or

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proceeding, other than such proceedings as may be necessary to effectuate the

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provisions of this Stipulation;

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(d) do not constitute, and shall not be construed against the

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Defendants, Lead Plaintiff, or any other members of the Class, as an admission or

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concession that the consideration to be given hereunder represents the amount

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which could be or would have been recovered after trial;

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(e) do not constitute, and shall not be construed as or received in

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evidence as, an admission, concession or presumption against Lead Plaintiff, or

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any other members of the Class, or any of them that any of their claims are without

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merit or infirm or that damages recoverable under the Complaint would not have

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exceeded the Settlement Amount.

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14. The Court further finds that during the course of the Action, the

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Parties and their respective counsel at all times complied with the requirements of

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Rule 11 of the Federal Rules of Civil Procedure.

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15. The administration of the Settlement, and the decision of all disputed

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questions of law and fact with respect to the validity of any claim or right of any

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Person to participate in the distribution of the Net Settlement Fund, shall remain

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under the authority of this Court.

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16. In the event that the Settlement does not become effective in

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accordance with the terms of the Stipulation, then this Judgment shall be rendered


9 NO.: 8:10-CV-1327-JST (RNB X)

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null and void to the extent provided by and in accordance with the Stipulation and

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shall be vacated, and in such event, all orders entered and releases delivered in

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connection herewith shall be null and void to the extent provided by and in

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accordance with the Stipulation.

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17. Without further order of the Court, the Parties may agree to

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reasonable extensions of time to carry out any of the provisions of the Stipulation.

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18. The Parties are hereby directed to consummate the Stipulation and to

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perform its terms.

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19. A separate order shall be entered regarding Lead Counsel’s

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application for attorneys’ fees and reimbursement of expenses as allowed by the

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Court. A separate order shall be entered regarding the proposed Plan of Allocation

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for the Net Settlement Fund. Such orders shall in no way disturb or affect this

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Judgment and shall be considered separate from this Judgment.

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20. Without affecting the finality of this Judgment in any way, this Court

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hereby retains continuing jurisdiction over: (i) implementation of the Settlement;

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(ii) the allowance, disallowance or adjustment of any Class Member’s claim on

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equitable grounds and any award or distribution of the Settlement Fund; (iii)

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disposition of the Settlement Fund; (iv) hearing and determining applications for

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attorneys’ fees, costs, interest and reimbursement of expenses in the Action; (v) all

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Parties for the purpose of construing, enforcing and administering the Settlement

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and this Judgment; and (vi) other matters related or ancillary to the foregoing.

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There is no just reason for delay in the entry of this Judgment and immediate entry

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by the Clerk of the Court is expressly directed.

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Dated: __________________, 2011

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27 UNITED STATES DISTRICT JUDGE Honorable Josephine Staton Tucker

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EXHIBIT A

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[PROPOSED] F INAL ORDER AND JUDGMENT

EXHIBIT A CASE NO .: 8:10-CV-1327-JST (RNBX)

in re: beckman coulter, inc., securities litigation 10-cv...

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