Preview
FILED: ERIE COUNTY CLERK 06/26/2023 05:03 PM INDEX NO. 807912/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 06/26/2023
EXHIBIT E
FILED: ERIE COUNTY CLERK 06/26/2023 05:03 PM INDEX NO. 807912/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 06/26/2023
FILED: ERIE COUNTY CLERK 06/26/2023 05:03 PM INDEX NO. 807912/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 06/26/2023
Bryan F.Aylstock (FL,AL,M5r E Samuel"Sam"Geister (FLIL)
Justin G. Witkin |FL MS) Jennifer M. Hoekstra (LA)
Douglass A. Kreis (FL) YLWOCI( ITI(IN Chelsie R.Warner (MT,NV,WA)
Neil D. Overholtz (FL)(1972-2022) 5. Mary Liu (CA,FL)
R.Jason Richards (FL CO|
J."Brad"
Bradford (FL AL)
EIS VERHOLTZ Samantha M. Katen (FL NC,CO)
Caitlyn P.Miller (FL AL)
Bobby
Stephen H. Echsner (RI www.AWKOLAW.com D. Nicole Guntner (FL NY)
D. Renée Baggett (FL)t Marybeth Putnick (DE,NJ)t
Daniel J. Thornburgh (FL MN) Hannah R.Pfeifler (FL)
17 East Main Street, Suite 200.Pensacola, Rorida32502
Nathan C. Bess (FL)t Catherine A. Mitchell (AU
Phone: (850) 202-1010"Fax: (850) 916-7449
Alexandra B. Echsner-Rasmussen |FL)
* Timothy J.Inacio (FL)
Statesinwhichattornerislicensedto pacticelaw
t Ofcounsel Maury 5.Goldstein (FU
Neocate Settlement Distribution Statement
for
Rene A. Carrow for the benefit of Minor Child DACS
April 12, 2023 Disbursement: 2018-36643-01
Gross Settlement Amount $ 125,000.00
Professional Fees (40%) (50,000.00)
Aylstock, Witkin, Kreis & Overholtz, P.LLC. 50,000.00
Net After Professional Fees (40%) 75,000.00
Case Costs (3,349.52)
Lien Resolution Expense 558.00
Guardian ad Litem Expense (Archer Systems) 375.00
Aylstock, WItkin, Kreis & Overholtz, P.LLC. 1,389.21
Shared Costs 1,035.31
Net to Client $ 71,650.48
PENDING COURT APPROVAL
P.0. Box 12630 433 Plaza Real Blvd 5te.271
Pensacola, Florida 32591 Boca Raton, Florida 33432
FILED: ERIE COUNTY CLERK 06/26/2023 05:03 PM INDEX NO. 807912/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 06/26/2023
CONFIDENTIAL RESOLUTION AGREEMENT AND RELEASE
("Agreement"
This Confidential Resolution Agreement and Release or "Resolution
is made between and Rene Carrow Devon Carrow-
Agreement") by, among (1) individually; (2)
Sperduti, a minor, by and through his Guardian Ad Litem, Rene Carrow ("Devon") (collectively,
"Claimants"), on the one hand, and (3) Nutricia North America ("Nutricia"), on the other hand.
All of the above-identified entities and persons are collectively referred to herein, where
Parties."
appropriate, as the "Resolving
RECITALS
Claimants'
A. WHEREAS, in December 2020, counsel sent Nutricia a settlement
demand letter ("Demand Letter") alleging various product liability claims relating to Devon's
alleged use of Nutricia's amino-acid based formula;
B. WHEREAS, the Resolving Parties understand and agree that this Agreement does
not constitute an admission of liability or wrongdoing on the part of Nutricia, or as to the accuracy
Claimants'
of the facts and circumstances alleged in the Demand Letter to Nutricia from counsel,
or with regard to Devon's alleged use of Nutricia's amino-acid based formula (hereinafter referred
to as "CLAIM");
C. WHEREAS, Nutricia denies liability to Claimants in connection with the
allegations, claims and causes of action asserted in the CLAIM and denies that Devon's alleged
treatment with or use of Nutricia's amino-acid based formula in any way caused or contributed to
cause his claimed health issues, injuries, losses or damages;
D. WHEREAS, the Resolving Parties are mindful of the uncertainties engendered by
litigation and desire to resolve and compromise their differences by entering into this Agreement
and have agreed to fully and finally resolve the matter without admission of any kind regarding
the merits of any claim or defense, so as to avoid expenditure of any further resources by entering
into this Agreement;
E. WHEREAS, the Resolving Parties now desire to completely, absolutely and forever
resolve, compromise, satisfy and dispose of any and all existing or potential claims that they may
have, whether known or unknown, relating to the CLAIM;
F. WHEREAS, the Resolving Parties wish to keep the details and allegations of the
CLAIM, the resolution and this Agreement strictly confidential;
G. WHEREAS in furtherance of this strict confidentiality, the Resolving Parties agree
that they will not disclose to any person or entity (1) the details and allegations of the CLAIM
and/or (2) the existence and terms and conditions of this Agreement, except to the extent required
by the Court in connection with the minor's compromise petition (see Paragraphs 7-8, below), and
the Resolving Parties agree not to make any statement, comment, allegation, or suggestion in the
future that Nutricia's amino acid-based product ("Nutricia's Product") may or did cause any injury,
or was in any way defective; and
FILED: ERIE COUNTY CLERK 06/26/2023 05:03 PM INDEX NO. 807912/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 06/26/2023
Confidential Resolution Agreement and Release
H. WHEREAS, the Resolving Parties acknowledge that execution of this Agreement
is a condition precedent to this resolution.
AGREEMENTS
NOW, THEREFORE, in consideration of the foregoing and the promises and mutual
covenants hereinafter contained, the Resolving Parties agree as follows:
1. Resolution Amount
Nutricia agrees to pay and Claimants agree to accept the total sum of One Hundred Twenty-
Five Thousand Dollars ($125,000.00) ("Resolution Amount") in resolution of all existing or
potential claims Claimants have or may have in the future against Nutricia arising out of the
CLAIM, said amount to be paid in accordance with the terms of this Resolution Agreement. The
Resolution Amount shall be paid by check or wire as directed in the Minor's Compromise Petition
upon approval by the Court. All payments are made in consideration of physical injuries within
the meaning of Section 104 of the Internal Revenue Code. However, no amount of the Resolution
Amount will be paid until after (1) this Agreement has been fully executed by all the Resolving
Parties; and (2) the Court has issued an order approving the Minor's Compromise, as outlined in
Section 7, below.
The Resolution Amount represents the resolution of disputed claims and potential claims
between and among all Resolving Parties, including without limitation those set forth in the
CLAIM and any new and different damages and injuries which may manifest themselves in the
future that arise out of the CLAIM, and is being provided by Nutricia as consideration for
Claimants and Nutricia entering into this Agreement. The Resolution Amount shall encompass the
entire and only financial consideration for Nutricia entering into this Agreement. Claimants shall
be responsible for the payment of any and all past, present, and future medical bills, liens,
attomeys'
fees, claims, or assigns in law, equity or otherwise, that do now or may exist in the
Claimants'
future. attorney shall execute an IRS Form(s) W-9 and provide same to counsel for
Nutricia. Claimants and their counsel represent and warrant that the amount required to completely
satisfy any and all liens will be withheld from the Resolution Amount and will not otherwise be
distributed.
2. Discharge of Obligation
The obligation of Nutricia and/or its insurer(s) shall be discharged upon the receipt of a
valid check(s) in the amount of the Resolution Payment to the designated address of the Payee(s)
named in Section 1, above; or, if payment is made by electronic funds transfer, discharge will
occur upon the transmission of same.
3. Claims
This Agreement is expressly intended to include and does include any and all claims which
Claimants may now or may hereafter have or assert against Nutricia for alleged injuries, losses
and damages, including pain and suffering, wrongful death and survivorship claims, negligence,
products liability, breach of warranty, punitive damages, consequential damages, hospital,
attomeys'
medical, pharmaceuticals, nursing or nursing home expenses, fees, claims relating to
2
FILED: ERIE COUNTY CLERK 06/26/2023 05:03 PM INDEX NO. 807912/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 06/26/2023
Confdential Resolution Agreement and Release
the availability of future Medicare benefits, including but not restricted to any private cause of
action Claimants may have under 42 U.S.C. 1395y(b)(3)(A), lost wages, or any other losses or
expenses, whether known or unknown, whether already in existence or to arise in the future, arising
out of or by reason of or in any manner connected with the CLAIM.
Claimants'
4. Release of All Claims
For all claims arising, Claimants, on their own behalf, and for each of their successors,
assigns, agents, attorneys, servants, representatives, employees, independent contractors,
predecessors-
conservators, parents, heirs, spouses, relatives, executors, trustees, administrators,
in-interest, insurers, accountants, and for any other person claiming through or under each or all
of them (the "Claimant Releasors"), hereby acquit, release and forever discharge Nutricia, together
with Nutricia's past, present, and future owners, shareholders, affiliates, assigns, members,
investors, officers, employees, servants, agents, representatives, subsidiaries, parent entities,
predecessor and successor entities, independent contractors, attorneys, insurers, administrators,
partners, co-owners, heirs, spouses, executors, trustees, and all other persons and entities of
(collectively referred to as "Nutricia Released Parties"), from any and all liability, claims, causes
attorneys'
of action, suits, damages, rights, fees, costs, expenses, judgments, liens, liabilities and
demands of every kind and nature whatsoever, whether known or unknown, suspected or
unsuspected, foreseen or unforeseen, previously existing or now existing, in law or in equity, that
Claimant Releasors have or could have asserted against the Released Parties arising out of the
CLAIM. Claimant Releasors agree that this is a full and final release of all claims up to and
including the Effective Date of this Agreement of every nature and kind whatsoever arising from
or related to any Nutricia amino-acid based formula. It is understood and agreed that this is a
compromise of a disputed claim, and payment is not to be construed as an admission on the part
of the Nutricia Released Parties.
5. Discovery of Additional Facts or Law
The foregoing release is expressly intended to cover and include, without limitation, all
claims, past or present, known or unknown, suspected or unsuspected, accrued or unaccrued,
asserted or unasserted, which can or may ever be asserted by successors or otherwise, as the result
of the matters herein released, or the effects or consequences thereof based upon acts or omissions
from the beginning of time through the Effective Date arising out of the CLAIM.
6. Entire Agreement
This Agreement contains the entire agreement and understanding between and among the
Resolving Parties and supersedes all prior negotiations and all agreements, covenants,
representations and warranties, express or implied, whether written or oral, concerning the subject
matter hereof. This Agreement is an integrated agreement, and thus no parol evidence shall be
admitted for any purpose in interpreting this Agreement, in whole or in any part. No other
agreements, covenants, representations, or warranties, express or implied, oral or written, have
been made by any Party hereto to any other Party concerning the subject matter hereof. All prior
and contemporaneous conversations, negotiations, possible and alleged agreements,
representations, covenants, and warranties concerning the subject matter hereof other than those
3
FILED: ERIE COUNTY CLERK 06/26/2023 05:03 PM INDEX NO. 807912/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 06/26/2023
Confidential Resolution Agreement and Release
referred to herein are merged herein. No prior drafts or versions of this Agreement may be used
for purposes of interpreting this Agreement.
7. Minor's Compromise
As further consideration for this Agreement, Claimant Rene Carrow agrees that she
has the authority to execute this Agreement on behalf of minor Devon Carrow-Sperduti and
they shall obtain an order for compromise/approval of minor resolution of minor Devon
Carrow-Sperduti from the appropriate New York court as required pursuant to New York law,
including Article 12 of the CPLR (§§ 1201-1211) and N.Y. Ct. R. 202.67. While Claimants
agree to make best efforts to preserve the confidentiality of the fact of, and terms and conditions
of, the resolution (including but not limited to filing court papers under seal or with references
to Nutricia, Neocate, and the resolution amount redacted in public-facing documents), the parties
acknowledge and agree that certain disclosures may be required by the law and procedural
requirements of New York, as well as by a judge, officer, court, tribunal, guardian ad litem,
and/or a related individual or entity. The parties further agree and acknowledge that any
necessary disclosure will be permitted and will not be considered a violation of the confidentiality
provisions detailed in Paragraph 8. Claimants agree to provide copies of any and all pleadings and
supporting materials to Nutricia prior to filing, and the Resolving Parties shall agree on the
language to be used in these filings in the interests of maximizing confidentiality while still
complying with New York state law. In the event that the Resolving Parties are unable to agree on
the language to be used in these filings, the parties hereby agree that Kenneth Thompson (or
Michael Hecht if Mr. Thompson is unavailable) and Justin Witkin (or Caitlyn Miller if Mr. Witkin
is unavailable) shall meet and confer to resolve the dispute. In the event that the request for order
of compromise/approval of minor resolution is denied by the court, the parties hereby agree to
mediate the claim in light of any recommendations and/or guidance provided by the court.
8. Confidentiality
Claimants and their counsel understand, acknowledge, and agree that this resolution and
the terms and conditions of this Agreement, including the amount to be paid hereunder, the
background of this resolution, the negotiations leading to this resolution, and the terms and
conditions of this Agreement, are to be kept strictly confidential and are not to be disclosed by
Claimants'
Claimants or counsel, whether as an anonymous case report, using fictitious names, in
generic form, or otherwise, except as required by law or as hereinafter set forth, to any person,
firm, association, corporation or entity at any time, including but not limited to legal trade journals,
reporting services, jury verdict/settlement services, bar and professional associations, the press or
media, internal newsletters, law firm marketing materials, web sites, blogs, chat rooms and/or on
any posting on the Internet, and they shall not take any action or inaction calculated to lead to such
a revelation or disclosure by another. Claimants and their counsel acknowledge and agree that they
will respond to any inquiry by anyone about this Agreement, its amount, meaning, interpretation
or comparative value, or the negotiations that led to this Agreement, with a statement that conveys
only that claims were resolved and that they have no further comment and that they will not
describe or otherwise characterize this resolution in any fashion. No additional consideration is
being paid for this provision.
4
FILED: ERIE COUNTY CLERK 06/26/2023 05:03 PM INDEX NO. 807912/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 06/26/2023
Conf idential Resolution Agreement and Release
Notwithstanding the foregoing, Claimants and their counsel may make disclosure of the
Resolution Amount to accountants, tax advisors, structured settlement consultants and/or special
needs'
trust counsel and/or consultants who are bound by confidentiality obligations similar to
those set forth herein, or, if necessary, to resolve any outstanding claims and/or liens or as
otherwise required by law or procedure of New York state, or by a judge, officer, court, tribunal,
guardian ad litem, and/or related individual or entity in connection with the compromise/approval
of minor resolution process. Any disclosure required to obtain an order of compromise/approval
of minor resolution shall be permitted as outlined in paragraph 7 and shall not be considered a
violation of this provision. Devon's use of Nutricia's amino-acid based formula, as well as any
purported diagnosis, treatment, and/or medical conditions related thereto, may be disclosed
Preview
FILED: ERIE COUNTY CLERK 06/26/2023 05:03 PM INDEX NO. 807912/2023 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 06/26/2023 EXHIBIT E FILED: ERIE COUNTY CLERK 06/26/2023 05:03 PM INDEX NO. 807912/2023 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 06/26/2023 FILED: ERIE COUNTY CLERK 06/26/2023 05:03 PM INDEX NO. 807912/2023 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 06/26/2023 Bryan F.Aylstock (FL,AL,M5r E Samuel"Sam"Geister (FLIL) Justin G. Witkin |FL MS) Jennifer M. Hoekstra (LA) Douglass A. Kreis (FL) YLWOCI( ITI(IN Chelsie R.Warner (MT,NV,WA) Neil D. Overholtz (FL)(1972-2022) 5. Mary Liu (CA,FL) R.Jason Richards (FL CO| J."Brad" Bradford (FL AL) EIS VERHOLTZ Samantha M. Katen (FL NC,CO) Caitlyn P.Miller (FL AL) Bobby Stephen H. Echsner (RI www.AWKOLAW.com D. Nicole Guntner (FL NY) D. Renée Baggett (FL)t Marybeth Putnick (DE,NJ)t Daniel J. Thornburgh (FL MN) Hannah R.Pfeifler (FL) 17 East Main Street, Suite 200.Pensacola, Rorida32502 Nathan C. Bess (FL)t Catherine A. Mitchell (AU Phone: (850) 202-1010"Fax: (850) 916-7449 Alexandra B. Echsner-Rasmussen |FL) * Timothy J.Inacio (FL) Statesinwhichattornerislicensedto pacticelaw t Ofcounsel Maury 5.Goldstein (FU Neocate Settlement Distribution Statement for Rene A. Carrow for the benefit of Minor Child DACS April 12, 2023 Disbursement: 2018-36643-01 Gross Settlement Amount $ 125,000.00 Professional Fees (40%) (50,000.00) Aylstock, Witkin, Kreis & Overholtz, P.LLC. 50,000.00 Net After Professional Fees (40%) 75,000.00 Case Costs (3,349.52) Lien Resolution Expense 558.00 Guardian ad Litem Expense (Archer Systems) 375.00 Aylstock, WItkin, Kreis & Overholtz, P.LLC. 1,389.21 Shared Costs 1,035.31 Net to Client $ 71,650.48 PENDING COURT APPROVAL P.0. Box 12630 433 Plaza Real Blvd 5te.271 Pensacola, Florida 32591 Boca Raton, Florida 33432 FILED: ERIE COUNTY CLERK 06/26/2023 05:03 PM INDEX NO. 807912/2023 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 06/26/2023 CONFIDENTIAL RESOLUTION AGREEMENT AND RELEASE ("Agreement" This Confidential Resolution Agreement and Release or "Resolution is made between and Rene Carrow Devon Carrow- Agreement") by, among (1) individually; (2) Sperduti, a minor, by and through his Guardian Ad Litem, Rene Carrow ("Devon") (collectively, "Claimants"), on the one hand, and (3) Nutricia North America ("Nutricia"), on the other hand. All of the above-identified entities and persons are collectively referred to herein, where Parties." appropriate, as the "Resolving RECITALS Claimants' A. WHEREAS, in December 2020, counsel sent Nutricia a settlement demand letter ("Demand Letter") alleging various product liability claims relating to Devon's alleged use of Nutricia's amino-acid based formula; B. WHEREAS, the Resolving Parties understand and agree that this Agreement does not constitute an admission of liability or wrongdoing on the part of Nutricia, or as to the accuracy Claimants' of the facts and circumstances alleged in the Demand Letter to Nutricia from counsel, or with regard to Devon's alleged use of Nutricia's amino-acid based formula (hereinafter referred to as "CLAIM"); C. WHEREAS, Nutricia denies liability to Claimants in connection with the allegations, claims and causes of action asserted in the CLAIM and denies that Devon's alleged treatment with or use of Nutricia's amino-acid based formula in any way caused or contributed to cause his claimed health issues, injuries, losses or damages; D. WHEREAS, the Resolving Parties are mindful of the uncertainties engendered by litigation and desire to resolve and compromise their differences by entering into this Agreement and have agreed to fully and finally resolve the matter without admission of any kind regarding the merits of any claim or defense, so as to avoid expenditure of any further resources by entering into this Agreement; E. WHEREAS, the Resolving Parties now desire to completely, absolutely and forever resolve, compromise, satisfy and dispose of any and all existing or potential claims that they may have, whether known or unknown, relating to the CLAIM; F. WHEREAS, the Resolving Parties wish to keep the details and allegations of the CLAIM, the resolution and this Agreement strictly confidential; G. WHEREAS in furtherance of this strict confidentiality, the Resolving Parties agree that they will not disclose to any person or entity (1) the details and allegations of the CLAIM and/or (2) the existence and terms and conditions of this Agreement, except to the extent required by the Court in connection with the minor's compromise petition (see Paragraphs 7-8, below), and the Resolving Parties agree not to make any statement, comment, allegation, or suggestion in the future that Nutricia's amino acid-based product ("Nutricia's Product") may or did cause any injury, or was in any way defective; and FILED: ERIE COUNTY CLERK 06/26/2023 05:03 PM INDEX NO. 807912/2023 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 06/26/2023 Confidential Resolution Agreement and Release H. WHEREAS, the Resolving Parties acknowledge that execution of this Agreement is a condition precedent to this resolution. AGREEMENTS NOW, THEREFORE, in consideration of the foregoing and the promises and mutual covenants hereinafter contained, the Resolving Parties agree as follows: 1. Resolution Amount Nutricia agrees to pay and Claimants agree to accept the total sum of One Hundred Twenty- Five Thousand Dollars ($125,000.00) ("Resolution Amount") in resolution of all existing or potential claims Claimants have or may have in the future against Nutricia arising out of the CLAIM, said amount to be paid in accordance with the terms of this Resolution Agreement. The Resolution Amount shall be paid by check or wire as directed in the Minor's Compromise Petition upon approval by the Court. All payments are made in consideration of physical injuries within the meaning of Section 104 of the Internal Revenue Code. However, no amount of the Resolution Amount will be paid until after (1) this Agreement has been fully executed by all the Resolving Parties; and (2) the Court has issued an order approving the Minor's Compromise, as outlined in Section 7, below. The Resolution Amount represents the resolution of disputed claims and potential claims between and among all Resolving Parties, including without limitation those set forth in the CLAIM and any new and different damages and injuries which may manifest themselves in the future that arise out of the CLAIM, and is being provided by Nutricia as consideration for Claimants and Nutricia entering into this Agreement. The Resolution Amount shall encompass the entire and only financial consideration for Nutricia entering into this Agreement. Claimants shall be responsible for the payment of any and all past, present, and future medical bills, liens, attomeys' fees, claims, or assigns in law, equity or otherwise, that do now or may exist in the Claimants' future. attorney shall execute an IRS Form(s) W-9 and provide same to counsel for Nutricia. Claimants and their counsel represent and warrant that the amount required to completely satisfy any and all liens will be withheld from the Resolution Amount and will not otherwise be distributed. 2. Discharge of Obligation The obligation of Nutricia and/or its insurer(s) shall be discharged upon the receipt of a valid check(s) in the amount of the Resolution Payment to the designated address of the Payee(s) named in Section 1, above; or, if payment is made by electronic funds transfer, discharge will occur upon the transmission of same. 3. Claims This Agreement is expressly intended to include and does include any and all claims which Claimants may now or may hereafter have or assert against Nutricia for alleged injuries, losses and damages, including pain and suffering, wrongful death and survivorship claims, negligence, products liability, breach of warranty, punitive damages, consequential damages, hospital, attomeys' medical, pharmaceuticals, nursing or nursing home expenses, fees, claims relating to 2 FILED: ERIE COUNTY CLERK 06/26/2023 05:03 PM INDEX NO. 807912/2023 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 06/26/2023 Confdential Resolution Agreement and Release the availability of future Medicare benefits, including but not restricted to any private cause of action Claimants may have under 42 U.S.C. 1395y(b)(3)(A), lost wages, or any other losses or expenses, whether known or unknown, whether already in existence or to arise in the future, arising out of or by reason of or in any manner connected with the CLAIM. Claimants' 4. Release of All Claims For all claims arising, Claimants, on their own behalf, and for each of their successors, assigns, agents, attorneys, servants, representatives, employees, independent contractors, predecessors- conservators, parents, heirs, spouses, relatives, executors, trustees, administrators, in-interest, insurers, accountants, and for any other person claiming through or under each or all of them (the "Claimant Releasors"), hereby acquit, release and forever discharge Nutricia, together with Nutricia's past, present, and future owners, shareholders, affiliates, assigns, members, investors, officers, employees, servants, agents, representatives, subsidiaries, parent entities, predecessor and successor entities, independent contractors, attorneys, insurers, administrators, partners, co-owners, heirs, spouses, executors, trustees, and all other persons and entities of (collectively referred to as "Nutricia Released Parties"), from any and all liability, claims, causes attorneys' of action, suits, damages, rights, fees, costs, expenses, judgments, liens, liabilities and demands of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, previously existing or now existing, in law or in equity, that Claimant Releasors have or could have asserted against the Released Parties arising out of the CLAIM. Claimant Releasors agree that this is a full and final release of all claims up to and including the Effective Date of this Agreement of every nature and kind whatsoever arising from or related to any Nutricia amino-acid based formula. It is understood and agreed that this is a compromise of a disputed claim, and payment is not to be construed as an admission on the part of the Nutricia Released Parties. 5. Discovery of Additional Facts or Law The foregoing release is expressly intended to cover and include, without limitation, all claims, past or present, known or unknown, suspected or unsuspected, accrued or unaccrued, asserted or unasserted, which can or may ever be asserted by successors or otherwise, as the result of the matters herein released, or the effects or consequences thereof based upon acts or omissions from the beginning of time through the Effective Date arising out of the CLAIM. 6. Entire Agreement This Agreement contains the entire agreement and understanding between and among the Resolving Parties and supersedes all prior negotiations and all agreements, covenants, representations and warranties, express or implied, whether written or oral, concerning the subject matter hereof. This Agreement is an integrated agreement, and thus no parol evidence shall be admitted for any purpose in interpreting this Agreement, in whole or in any part. No other agreements, covenants, representations, or warranties, express or implied, oral or written, have been made by any Party hereto to any other Party concerning the subject matter hereof. All prior and contemporaneous conversations, negotiations, possible and alleged agreements, representations, covenants, and warranties concerning the subject matter hereof other than those 3 FILED: ERIE COUNTY CLERK 06/26/2023 05:03 PM INDEX NO. 807912/2023 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 06/26/2023 Confidential Resolution Agreement and Release referred to herein are merged herein. No prior drafts or versions of this Agreement may be used for purposes of interpreting this Agreement. 7. Minor's Compromise As further consideration for this Agreement, Claimant Rene Carrow agrees that she has the authority to execute this Agreement on behalf of minor Devon Carrow-Sperduti and they shall obtain an order for compromise/approval of minor resolution of minor Devon Carrow-Sperduti from the appropriate New York court as required pursuant to New York law, including Article 12 of the CPLR (§§ 1201-1211) and N.Y. Ct. R. 202.67. While Claimants agree to make best efforts to preserve the confidentiality of the fact of, and terms and conditions of, the resolution (including but not limited to filing court papers under seal or with references to Nutricia, Neocate, and the resolution amount redacted in public-facing documents), the parties acknowledge and agree that certain disclosures may be required by the law and procedural requirements of New York, as well as by a judge, officer, court, tribunal, guardian ad litem, and/or a related individual or entity. The parties further agree and acknowledge that any necessary disclosure will be permitted and will not be considered a violation of the confidentiality provisions detailed in Paragraph 8. Claimants agree to provide copies of any and all pleadings and supporting materials to Nutricia prior to filing, and the Resolving Parties shall agree on the language to be used in these filings in the interests of maximizing confidentiality while still complying with New York state law. In the event that the Resolving Parties are unable to agree on the language to be used in these filings, the parties hereby agree that Kenneth Thompson (or Michael Hecht if Mr. Thompson is unavailable) and Justin Witkin (or Caitlyn Miller if Mr. Witkin is unavailable) shall meet and confer to resolve the dispute. In the event that the request for order of compromise/approval of minor resolution is denied by the court, the parties hereby agree to mediate the claim in light of any recommendations and/or guidance provided by the court. 8. Confidentiality Claimants and their counsel understand, acknowledge, and agree that this resolution and the terms and conditions of this Agreement, including the amount to be paid hereunder, the background of this resolution, the negotiations leading to this resolution, and the terms and conditions of this Agreement, are to be kept strictly confidential and are not to be disclosed by Claimants' Claimants or counsel, whether as an anonymous case report, using fictitious names, in generic form, or otherwise, except as required by law or as hereinafter set forth, to any person, firm, association, corporation or entity at any time, including but not limited to legal trade journals, reporting services, jury verdict/settlement services, bar and professional associations, the press or media, internal newsletters, law firm marketing materials, web sites, blogs, chat rooms and/or on any posting on the Internet, and they shall not take any action or inaction calculated to lead to such a revelation or disclosure by another. Claimants and their counsel acknowledge and agree that they will respond to any inquiry by anyone about this Agreement, its amount, meaning, interpretation or comparative value, or the negotiations that led to this Agreement, with a statement that conveys only that claims were resolved and that they have no further comment and that they will not describe or otherwise characterize this resolution in any fashion. No additional consideration is being paid for this provision. 4 FILED: ERIE COUNTY CLERK 06/26/2023 05:03 PM INDEX NO. 807912/2023 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 06/26/2023 Conf idential Resolution Agreement and Release Notwithstanding the foregoing, Claimants and their counsel may make disclosure of the Resolution Amount to accountants, tax advisors, structured settlement consultants and/or special needs' trust counsel and/or consultants who are bound by confidentiality obligations similar to those set forth herein, or, if necessary, to resolve any outstanding claims and/or liens or as otherwise required by law or procedure of New York state, or by a judge, officer, court, tribunal, guardian ad litem, and/or related individual or entity in connection with the compromise/approval of minor resolution process. Any disclosure required to obtain an order of compromise/approval of minor resolution shall be permitted as outlined in paragraph 7 and shall not be considered a violation of this provision. Devon's use of Nutricia's amino-acid based formula, as well as any purported diagnosis, treatment, and/or medical conditions related thereto, may be disclosed