Settlement Agreement (2006)Full Document 

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                              SETTLEMENT AGREEMENT

     This SETTLEMENT AGREEMENT (the "Agreement") is made and entered into as of
November 10, 2006, by and between Nabi Biopharmaceuticals, a Delaware
corporation ("Nabi"), and Third Point LLC, a Delaware limited liability company
("Third Point").


     WHEREAS, Third Point intends to solicit written consents from Nabi's
stockholders (the "Solicitation") to  remove a majority of the members of
Nabi's board of directors (the "Board") and  request that the Board fill the
resulting vacancies on the Board with nominees selected by Third Point; and

     WHEREAS, among other things, Nabi is willing to add to the Board certain
individuals selected by Third Point and to create a Strategic Action Committee
of the Board (the "SAC"), and Third Point is willing to terminate the

     NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

                                   ARTICLE I.

     Section 1.1. Board Composition Matters; Nominations at 2007 Stockholder

     (a) Nabi shall as promptly as practicable, and in any event within one
business day after the date hereof, take all action necessary (including the
calling of a special meeting of the Board to approve such actions) to:

          (i) expand the size of the Board so as to create two new directorships
on the Board in accordance with Article Fifth of its Restated Certificate of
Incorporation and Article III of its By-Laws, and

          (ii) appoint Jason Aryeh and Timothy Lynch (collectively, the "Third
Point Nominees") to fill such newly-created directorships.

     (b) At the annual meeting of stockholders of Nabi to be held in 2007 (the
"2007 Annual Meeting"), Nabi shall nominate the Third Point Nominees as
directors for a term commencing from the close of the 2007 Annual Meeting and
shall include the Third Point Nominees on the Board's proposed slate of nominees
for election at the 2007 Annual Meeting. Prior to the 2007 Annual Meeting, Nabi
shall solicit proxies for the election of the Board's slate of nominees
(including the Third Point Nominees) at the 2007 Annual Meeting.

     (c) Should any Third Point Nominee resign from the Board prior to the
annual meeting of stockholders of Nabi to be held in 2008, or decide not to seek
appointment or election to the Board at the 2007 Annual Meeting, Third Point
shall, with the consent of Nabi (which

consent shall not be unreasonably withheld or delayed), be entitled to designate
a reasonably qualified replacement for such Third Point Nominee as a member of
the Board and as a member of the SAC, and Nabi shall take all necessary action
to implement the foregoing as promptly as practicable. Any such designated
replacement who becomes a Board member shall be deemed to be a Third Point
Nominee for all purposes under this Agreement.

     Section 1.2. Strategic Alternatives Process. (a) Nabi agrees to form the
SAC as a committee of the Board with the full power and authority of the Board,
subject only to the limitations on power and authority contained in Section
141(c) of the Delaware General Corporation Law, (i) to actively explore and
consider for recommendation to the Board strategic alternatives for Nabi,
including (A) asset acquisitions or sales, joint ventures, strategic alliances
and licensing and development agreements, in each case involving the expenditure
or receipt by Nabi of more than $10 million, (B) a recapitalization, and (C) the
merger or sale of all or substantially all assets of Nabi (each of the
transactions described in the foregoing clauses (A), (B) and (C) is referred to
as a "Strategic Transaction") and (ii) to review and consider for recommendation
to the Board any clinical trial to be conducted by Nabi involving the net
expenditure by Nabi (after taking into consideration any reimbursement by a

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