Alain and Monique Massot - Page 17

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           quietly.  By virtue of Millipore’s manner of discharge, petitioner                          
           was humiliated.  And petitioner’s mental anguish was so severe that                         
           he considered suicide.                                                                      
                 We are mindful that pursuant to paragraph 3 of the agreement,                         
           Millipore denied that petitioner suffered personal injuries or that                         
           it bore any responsibility for causing them.  In our opinion, this                          
           disclaimer is merely boilerplate language; that is, standard                                
           operating procedure for a settlement.                                                       
                 Although we do not believe that the entire $750,000 was paid                          
           for personal injury as recited in the agreement, see infra, we are                          
           satisfied that the agreement was in other respects entered into in                          
           an adversarial setting, at arm’s length, and in good faith.  Hostile                        
           negotiations ensued; these negotiations were undertaken in the                              
           parties’ good faith belief that they had to either resolve their                            
           bona fide dispute or litigate petitioner’s claims.  See, e.g., Taggi                        
           v. United States, 35 F.3d 93, 96 (2d Cir. 1994).  Millipore wanted                          
           to limit its financial exposure. Mr. Nunes took into consideration                          
           (a) what it was going to cost Millipore to defend petitioner’s                              
           claim, (b) what was the likelihood of Millipore’s losing, and (c)                           
           what the maximum cost to Millipore would be if it lost.  He was more                        
           concerned about the dollar cost to Millipore than the merits of                             
           petitioner’s claims.                                                                        
                 We conclude that, from Millipore’s viewpoint, the $750,000                            
           settlement was partly attributable to a desire to avoid a lawsuit                           

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