CityCouncil_RegularSession_Attachments_04_18_2023 — Milpitas City Council, April 18, 2023 (part 6 of 13)

AbbVie Inc., et al. / Texarkana
Independent School Dist., Irving
Independent School District, Socorro
Independent School District, Downey
Unified School District, Kern High School
District, Waukegan Community Unit
School District, Bibb County School
District, South Bend Community School
Corp., Mesa County Valley School
District 51, Elk Grove Unified School
Dist., Smith-Green Community Schools,
School City of Mishawaka, City of
Mishawaka, IN, City of Hillview, KY, City
of Shepherdsville, KY, City of Mt.

Washington, KY, Penn-Harris-Madison
School Corp., and Fort Wayne
Community Schools v. AbbVie Inc., et al.
/ N.D. Ohio
(Federal)
TX
Tarrant County
Hospital District
d/b/a JPS Health
Network
Tarrant County Hospital District d/b/a
JPS Health Network v. McKesson
Corporation, et al.
1:21-op-45077 N.D. Ohio
(Federal)
TX
Texarkana
Independent School
District
County of Castro, County of Colorado,
County of Jefferson, County of Madison,
County of Roberts, County of San Saba,
County of Shackelford, County of Terrell,
Irving Independent School District and
Texarkana Independent School District v.

Washington, KY, Penn-Harris-Madison
School Corp., and Fort Wayne
Community Schools v. AbbVie Inc., et al.
2020-37584 /
2018-63587
(master) / 1:21-
op-45080
MDL - In re
Texas Opioid
Litigation
(TX - 152nd
Judicial
District of
Harris
County)
(State MDL)
/ N.D. Ohio
(Federal)
TX
Wilson County
Memorial Hospital
District
County of Wilson and Wilson County
Memorial Hospital District v. Teva
Pharmaceuticals USA, Inc., et al.
2020-39831 /
2018-63587
(master)
MDL - In re
Texas Opioid
Litigation
(TX - 152nd
Judicial
District of
Harris
C-255
State Subdivision/Special
District Case Caption Case No. Jurisdiction
County)
(State MDL)
UT County of Beaver
Washington County, Kane County, Beaver
County and Garfield County, Utah v.

Purdue Pharma L.P., et al.
190500179 /
180500119
(coordinated)
MDL - In the
Matter of the
Utah Opioid
Litigation I
(UT -
Summit
County,
Silver
Summit
Division)
(State MDL)
UT County of Cache Cache County, Utah and Rich County,
Utah v. Purdue Pharma L.P., et al.
190500360 /
180500119
(coordinated)
MDL - In the
Matter of the
Utah Opioid
Litigation I
(UT -
Summit
County,
Silver
Summit
Division)
(State MDL)
UT County of Carbon Carbon County, Utah v. Purdue Pharma L.P., et al. 1:18-op-46270 N.D. Ohio (Federal)
UT County of Daggett
Uintah County, Utah; Duchesne County,
Utah; Daggett County, Utah and TriCounty Health Department v. Purdue Pharma L.P., et al.
190500359 /
180500119
(coordinated)
MDL - In the
Matter of the
Utah Opioid
Litigation I
(UT -
Summit
County,
Silver
Summit
Division)
(State MDL)
UT County of Davis Davis County v. Purdue Pharma L.P., et al.
180700870 /
180500119
(coordinated)
MDL - In the
Matter of the
Utah Opioid
Litigation I
(UT -
Summit
County,
Silver
Summit
Division)
(State MDL)
UT County of Duchesne
Uintah County, Utah; Duchesne County,
Utah; Daggett County, Utah and TriCounty Health Department v. Purdue Pharma L.P., et al.
190500359 /
180500119
(coordinated)
MDL - In the
Matter of the
Utah Opioid
Litigation I
(UT -
C-256
State Subdivision/Special
District Case Caption Case No. Jurisdiction
Summit
County,
Silver
Summit
Division)
(State MDL)
UT County of Emery
Sevier County, Juab County, Emery
County, Wayne County and Piute County
v. Purdue Pharma L.P., et al.
190500430 /
180500119
(coordinated)
MDL - In the
Matter of the
Utah Opioid
Litigation I
(UT -
Summit
County,
Silver
Summit
Division)
(State MDL)
UT County of Garfield
Washington County, Kane County, Beaver
County and Garfield County, Utah v.

Purdue Pharma L.P., et al.
190500361 /
180500119
(coordinated)
MDL - In the
Matter of the
Utah Opioid
Litigation I
(UT -
Summit
County,
Silver
Summit
Division)
(State MDL)
UT County of Millard Millard County v. Purdue Pharma L.P., et al.
180700044 /
180500119
(coordinated)
MDL - In the
Matter of the
Utah Opioid
Litigation I
(UT -
Summit
County,
Silver
Summit
Division)
(State MDL)
UT County of Piute
Sevier County, Juab County, Emery
County, Wayne County and Piute County
v. Purdue Pharma L.P., et al.
190500430 /
180500119
(coordinated)
MDL - In the
Matter of the
Utah Opioid
Litigation I
(UT -
Summit
County,
Silver
Summit
Division)
(State MDL)
UT County of Rich Cache County, Utah and Rich County,
Utah v. Purdue Pharma L.P., et al.
190500360 /
180500119
(coordinated)
MDL - In the
Matter of the
Utah Opioid
Litigation I
(UT -
Summit
County,
Silver
Summit
Division)
(State MDL)
UT County of Salt Lake Salt Lake County v. Purdue Pharma L.P., et al.
180902421 /
180500119
(coordinated)
MDL - In the
Matter of the
Utah Opioid
C-258
State Subdivision/Special
District Case Caption Case No. Jurisdiction
Litigation I
(UT -
Summit
County,
Silver
Summit
Division)
(State MDL)
UT County of San Juan San Juan County v. Purdue Pharma L.P., et al.
180700011 /
180500119
(coordinated)
MDL - In the
Matter of the
Utah Opioid
Litigation I
(UT -
Summit
County,
Silver
Summit
Division)
(State MDL)
UT County of Sanpete Sanpete County v. Purdue Pharma L.P., et al.
180600095 /
180500119
(coordinated)
MDL - In the
Matter of the
Utah Opioid
Litigation I
(UT -
Summit
County,
Silver
Summit
Division)
(State MDL)
UT County of Sevier
Sevier County, Juab County, Emery
County, Wayne County and Piute County
v. Purdue Pharma L.P., et al.
190500430 /
180500119
(coordinated)
MDL - In the
Matter of the
Utah Opioid
Litigation I
(UT -
Summit
County,
Silver
Summit
Division)
(State MDL)
UT County of Summit Summit County Utah v. Purdue Pharma L.P., et al.
190500354 /
180500119
(coordinated)
MDL - In the
Matter of the
Utah Opioid
Litigation I
(UT -
Summit
County,
Silver
Summit
Division)
(State MDL)
C-259
State Subdivision/Special
District Case Caption Case No. Jurisdiction
UT County of Tooele Tooele County, Utah v. Purdue Pharma L.P., et al.
190500355 /
180500119
(coordinated)
MDL - In the
Matter of the
Utah Opioid
Litigation I
(UT -
Summit
County,
Silver
Summit
Division)
(State MDL)
UT County of Uintah
Uintah County, Utah; Duchesne County,
Utah; Daggett County, Utah and TriCounty Health Department v. Purdue Pharma L.P., et al.
190500359 /
180500119
(coordinated)
MDL - In the
Matter of the
Utah Opioid
Litigation I
(UT -
Summit
County,
Silver
Summit
Division)
(State MDL)
UT County of Utah Utah County, Utah v. Purdue Pharma,
Inc., et al. 1:18-op-46184 N.D. Ohio (Federal)
UT County of Wasatch Wasatch County, Utah v. Purdue Pharma L.P., et al.
190500357 /
180500119
(coordinated)
MDL - In the
Matter of the
Utah Opioid
Litigation I
(UT -
Summit
County,
Silver
Summit
Division)
(State MDL)
UT County of
Washington
Washington County, Kane County, Beaver
County and Garfield County, Utah v.

Purdue Pharma L.P., et al.
190500361 /
180500119
(coordinated)
MDL - In the
Matter of the
Utah Opioid
Litigation I
(UT -
Summit
County,
Silver
Summit
Division)
(State MDL)
UT County of Wayne
Sevier County, Juab County, Emery
County, Wayne County and Piute County
v. Purdue Pharma L.P., et al.
190500430 /
180500119
(coordinated)
MDL - In the
Matter of the
Utah Opioid
Litigation I
(UT -
Summit
County,
Silver
C-260
State Subdivision/Special
District Case Caption Case No. Jurisdiction
Summit
Division)
(State MDL)
UT County of Weber Weber County, Utah v. Purdue Pharma
L.P., et al.
190500358 /
180500119
(coordinated)
MDL - In the
Matter of the
Utah Opioid
Litigation I
(UT -
Summit
County,
Silver
Summit
Division)
(State MDL)
VA City of Alexandria City of Alexandria v. Purdue Pharma L.P., et al. 1:19-op-45246 N.D. Ohio (Federal)
VA City of Bristol City of Bristol, Virginia v. Purdue
Pharma L.P., et al. 1:19-op-45719 N.D. Ohio (Federal)
VA City of Buena Vista City of Buena Vista, Virginia v. Teva Pharmaceuticals USA, Inc., et al. 1:20-op-45159 N.D. Ohio (Federal) VA City of Chesapeake City of Chesapeake, Virginia v. Purdue Pharma L.P., et al., 1:19-op-45712 N.D. Ohio (Federal)
VA City of Covington City of Covington, Virginia v. Purdue Pharma L.P., et al. 1:19-op-45799 N.D. Ohio (Federal)
VA City of Danville
City of Danville, Virginia v.

AmerisourceBergen Drug Corporation, et
al.
1:19-op-45730 N.D. Ohio
(Federal)
VA City of Emporia City of Emporia, Virginia v. Purdue
Pharma L.P., et al. 1:19-op-46850 N.D. Ohio (Federal)
VA City of Fairfax City of Fairfax, Virginia v. Teva
Pharmaceuticals USA, Inc., et al. 1:20-op-45177 N.D. Ohio (Federal) VA City of
Fredericksburg
City of Fredericksburg, Virginia v.

Purdue Pharma L.P., et al. 1:19-op-45898 N.D. Ohio (Federal) VA City of Galax City of Galax, Virginia v. Purdue Pharma L.P., et al. 1:19-op-45243 N.D. Ohio (Federal)
VA City of Hopewell City of Hopewell, Virginia v. Purdue Pharma L.P., et al. 1:19-op-45433 N.D. Ohio (Federal)
VA City of Lexington City of Lexington, Virginia v. Purdue Pharma L.P., et al. 1:19-op-45693 N.D. Ohio (Federal)
VA City of Martinsville City of Martinsville, Virginia v. Purdue Pharma L.P., et al. CL18000240
VA - Circuit
Court for the
City of
Martinsville
(State)
VA City of Norfolk
City of Norfolk, Virginia v.

AmerisourceBergen Drug Corporation, et
al.
1:19-op-45926 N.D. Ohio
(Federal)
VA City of Norton City of Norton, Virginia v. Purdue
Pharma L.P., et al. 1:19-op-45249 N.D. Ohio (Federal)
VA City of Portsmouth City of Portsmouth v. Purdue Pharma L.P., et al. 1:19-op-45856 N.D. Ohio (Federal)
VA City of Radford City of Radford, Virginia v. Purdue
Pharma L.P., et al. 1:19-op-46154 N.D. Ohio (Federal)
C-261
State Subdivision/Special
District Case Caption Case No. Jurisdiction
VA City of Richmond City of Richmond v. AmerisourceBergen Drug Corporation, et al. 1:19-op-45546 N.D. Ohio (Federal) VA City of Roanoke City of Roanoke, Virginia v. Purdue
Pharma L.P., et al. 1:19-op-45696 N.D. Ohio (Federal)
VA City of Salem City of Salem, Virginia v. Purdue Pharma L.P., et al. 1:19-op-45697 N.D. Ohio (Federal)
VA City of Virginia
Beach
City of Virginia Beach and Sheriff of the
City of Virginia Beach v.

AmerisourceBergen Drug Corporation, et
al.
1:18-op-46137 N.D. Ohio
(Federal)
VA City of Waynesboro The City of Waynesboro, Virginia v.

Purdue Pharma L.P., et al. 1:19-op-46152 N.D. Ohio (Federal) VA City of Winchester City of Winchester, Virginia v. Teva Pharmaceuticals USA, Inc., et al. 1:20-op-45176 N.D. Ohio (Federal) VA County of
Accomack
Accomack County, Virginia v. Purdue
Pharma L.P., et al. 1:19-op-45715 N.D. Ohio (Federal)
VA County of
Alleghany
Alleghany County, Virginia v. Purdue
Pharma L.P., et al. 1:19-op-45700 N.D. Ohio (Federal)
VA County of Amherst Amherst County, Virginia v. Purdue Pharma L.P., et al. 1:20-op-45046 N.D. Ohio (Federal)
VA County of Arlington
(County Board)
The County Board of Arlington County,
Virginia v. Purdue Pharma L.P., et al. 1:21-op-45078 N.D. Ohio (Federal) VA County of Bland
Bland County, Virginia v.

AmerisourceBergen Drug Corporation, et
al.
1:18-op-46065 N.D. Ohio
(Federal)
VA County of Botetourt Botetourt County, Virginia v. Purdue Pharma L.P., et al. 1:20-op-45064 N.D. Ohio (Federal)
VA County of Buchanan Buchanan County, Virginia v. Purdue Pharma L.P., et al. 1:19-op-45253 N.D. Ohio (Federal)
VA County of Carroll
Carroll County, Virginia v.

AmerisourceBergen Drug Corporation, et
al.
1:18-op-46068 N.D. Ohio
(Federal)
VA County of Charlotte Charlotte County, Virginia v. Purdue Pharma L.P., et al. 1:19-op-45851 N.D. Ohio (Federal)
VA County of
Chesterfield
Chesterfield County, Virginia v. Teva
Pharmaceuticals USA, Inc., et al. 1:20-op-45173 N.D. Ohio (Federal) VA County of Culpeper Culpeper County, Virginia v. Purdue Pharma L.P., et al. 1:19-op-45849 N.D. Ohio (Federal)
VA County of
Cumberland
Cumberland County, Virginia v. Purdue
Pharma L.P., et al. 1:19-op-46153 N.D. Ohio (Federal)
VA County of
Dickenson
Dickenson County v. Purdue Pharma
L.P., et al. 1:19-op-45252 N.D. Ohio (Federal)
VA County of
Dinwiddie
Dinwiddie County, Virginia v. Purdue
Pharma L.P., et al. 1:20-op-45291 N.D. Ohio (Federal)
VA
County of Fairfax
(Board of
Supervisors)
Fairfax County, Virginia, by its Board of
Supervisors v. Purdue Pharma L.P., et al. 1:19-op-45766 N.D. Ohio (Federal) VA County of Fauquier Fauquier County, Virginia v. Purdue Pharma L.P., et al. 1:19-op-45686 N.D. Ohio (Federal)
VA County of Floyd Floyd County, Virginia v. Purdue Pharma L.P., et al. 1:19-op-45698 N.D. Ohio (Federal)
VA County of Franklin Franklin County, Virginia v. Purdue Pharma L.P., et al. 1:19-op-45701 N.D. Ohio (Federal)
C-262
State Subdivision/Special
District Case Caption Case No. Jurisdiction
VA County of Frederick Frederick County, Virginia v. Teva Pharmaceuticals USA, Inc., et al. 1:20-op-45233 N.D. Ohio (Federal) VA County of Giles Giles County v. Purdue Pharma L.P., et al. 1:19-op-45236 N.D. Ohio (Federal)
VA County of
Goochland
Goochland County, Virginia v. Teva
Pharmaceuticals USA, Inc., et al. 1:20-op-45175 N.D. Ohio (Federal) VA County of Grayson
Grayson County, Virginia v.

AmerisourceBergen Drug Corporation, et
al.
1:18-op-46069 N.D. Ohio
(Federal)
VA County of
Greensville
Greensville County v. Purdue Pharma
L.P., et al. 1:19-op-45848 N.D. Ohio (Federal)
VA County of Halifax Halifax County, Virginia v. Purdue Pharma L.P., et al. 1:19-op-45692 N.D. Ohio (Federal)
VA County of Henrico Henrico County, Virginia v. Teva
Pharmaceuticals USA, Inc., et al. 1:20-op-45172 N.D. Ohio (Federal) VA County of Henry Henry County, Virginia v. Purdue
Pharma L.P., et al. 1:19-op-45245 N.D. Ohio (Federal)
VA County of Isle of
Wight
Isle of Wight County, Virginia v. Teva
Pharmaceuticals USA, Inc., et al. 1:20-op-45145 N.D. Ohio (Federal) VA County of King and
Queen
King and Queen County, Virginia v. Teva
Pharmaceuticals USA, Inc., et al. 1:20-op-45138 N.D. Ohio (Federal) VA County of Lee Lee County, Virginia v. Purdue Pharma
L.P., et al. 1:19-op-45251 N.D. Ohio (Federal)
VA County of Loudoun Loudoun County, Virginia v. Purdue Pharma L.P., et al. 1:19-op-45842 N.D. Ohio (Federal)
VA County of Louisa Louisa County, Virginia v. Purdue
Pharma L.P., et al. 1:19-op-45720 N.D. Ohio (Federal)
VA County of Madison Madison County, Virginia v. Purdue Pharma L.P., et al. 1:19-op-45702 N.D. Ohio (Federal)
VA County of
Mecklenburg
Mecklenburg County, Virginia v. Purdue
Pharma L.P., et al. 1:20-op-45174 N.D. Ohio (Federal)
VA County of
Montgomery
Montgomery County, Virginia v. Purdue
Pharma L.P., et al. 1:19-op-45234 N.D. Ohio (Federal)
VA County of
Northampton
Northampton County, Virginia v. Teva
Pharmaceuticals USA, Inc., et al. 1:20-op-45144 N.D. Ohio (Federal) VA County of
Northumberland
Northumberland County, Virginia v.

Purdue Pharma L.P., et al. 1:19-op-45688 N.D. Ohio (Federal) VA County of Page Page County v. Purdue Pharma L.P., et al. 1:19-op-45275 N.D. Ohio (Federal)
VA County of Patrick Patrick County, Virginia v. Purdue Pharma L.P., et al. 1:19-op-46149 N.D. Ohio (Federal)
VA County of
Pittsylvania Pittsylvania v. Purdue Pharma L.P., et al. 1:19-op-45247 N.D. Ohio (Federal) VA County of Prince
George
Prince George County, Virginia v. Purdue
Pharma L.P., et al. 1:19-op-45929 N.D. Ohio (Federal)
VA
County of Prince
William (Board of
County Supervisors)
The Board of County Supervisor of Prince
William County v. Purdue Pharma L.P.,
et al.
1:19-op-45687 N.D. Ohio
(Federal)
VA County of Pulaski
Pulaski County, Virginia v.

AmerisourceBergen Drug Corporation, et
al.
1:18-op-46076 N.D. Ohio
(Federal)
VA County of
Richmond
City of Richmond v. AmerisourceBergen
Drug Corporation, et al. 1:19-op-45546 N.D. Ohio (Federal) C-263
State Subdivision/Special
District Case Caption Case No. Jurisdiction
VA County of Roanoke Roanoke County, Virginia v. Purdue Pharma L.P., et al. 1:19-op-45695 N.D. Ohio (Federal)
VA County of
Rockbridge
Rockbridge County, Virginia v. Purdue
Pharma L.P., et al. 1:19-op-45694 N.D. Ohio (Federal)
VA County of Russell
Russell County, Virginia v.

AmerisourceBergen Drug Corporation, et
al.
1:18-op-46073 N.D. Ohio
(Federal)
VA
County of Scott
(Board of
Supervisors)
Scott County Board of Supervisors v.

AmerisourceBergen Drug Corporation, et
al.
1:18-op-46074 N.D. Ohio
(Federal)
VA County of
Shenandoah
Shenandoah County, Virginia v. Purdue
Pharma L.P., et al. 1:19-op-46150 N.D. Ohio (Federal)
VA County of Smyth
Smyth County, Virginia v.

AmerisourceBergen Drug Corporation, et
al.
1:18-op-46077 N.D. Ohio
(Federal)
VA County of Stafford Stafford County, Virginia v. Teva Pharmaceuticals USA, Inc., et al. 1:20-op-45178 N.D. Ohio (Federal) VA County of Tazewell
Tazewell County, Virginia v.

AmerisourceBergen Drug Corporation, et
al.
1:18-op-46167 N.D. Ohio
(Federal)
VA County of Warren
Westmoreland County, Virginia;
Richmond County, Virginia; Warren
County, Virginia v. McKesson
Corporation, et al.
1:19-op-45993 N.D. Ohio
(Federal)
VA County of
Washington
Washington County, Virginia v. Purdue
Pharma L.P., et al. 1:19-op-45254 N.D. Ohio (Federal)
VA County of
Westmoreland
Westmoreland County, Virginia;
Richmond County, Virginia; Warren
County, Virginia v. McKesson
Corporation, et al.
1:19-op-45993 N.D. Ohio
(Federal)
VA
County of Wise
(Board of
Supervisors)
Wise County Board of Supervisors v.

Purdue Pharma L.P., et al. 1:19-op-45907 N.D. Ohio (Federal) VA County of Wythe
Wythe County, Virginia v.

AmerisourceBergen Drug Corporation, et
al.
1:18-op-46072 N.D. Ohio
(Federal)
VA Sheriff of Virginia
Beach City
City of Virginia Beach and Sheriff of the
City of Virginia Beach v.

AmerisourceBergen Drug Corporation, et
al.
1:18-op-46137 N.D. Ohio
(Federal)
VA Town of Richlands The Town of Richlands, Virginia v. Teva Pharmaceuticals USA, Inc., et al. 1:20-op-45193 N.D. Ohio (Federal) VT City of St. Albans City of St, Albans, Vermont v. Purdue Pharma L.P., et al. 1:19-op-45721 N.D. Ohio (Federal)
WA City of Anacortes
City of Anacortes and Sedro-Woolley
School District v. Purdue Pharma L.P., et
al.
1:19-op-45029 N.D. Ohio
(Federal)
WA City of Bainbridge
Island
City of Bainbridge Island v. Purdue
Pharma L.P., et al. 1:19-op-45981 N.D. Ohio (Federal)
WA City of Burlington
Skagit County, City of Mount Vernon,
City of Sedro-Woolley, City of Burlington,
LA Conner School District and Mount
1:18-op-45173 N.D. Ohio
(Federal)
C-264
State Subdivision/Special
District Case Caption Case No. Jurisdiction
Vernon School District v. Purdue Pharma
L.P., et al.

WA City of Everett City of Everett v. Purdue Pharma L.P., et al. 1:17-op-45046 N.D. Ohio (Federal)
WA City of Kent City of Kent v. Purdue Pharma L.P., et al. 1:18-op-45590 N.D. Ohio (Federal)
WA City of Kirkland City of Kirkland v. Teva Pharmaceuticals USA, Inc., et al. 1:20-op-45121 N.D. Ohio (Federal)
WA City of Lakewood City of Lakewood v. Purdue Pharma, Inc., et al. 1:19-op-45221 N.D. Ohio (Federal)
WA City of Mount
Vernon
Skagit County, City of Mount Vernon,
City of Sedro-Woolley, City of Burlington,
LA Conner School District and Mount
Vernon School District v. Purdue Pharma
L.P., et al.
1:18-op-45173 N.D. Ohio
(Federal)
WA City of Olympia City of Olympia v. Purdue Pharma L.P., et al. 1:18-op-46021 N.D. Ohio (Federal)
WA City of Seattle City of Seattle v. Purdue Pharma L.P., et al.
17-2-25504-
1SEA
WA - King
County
Superior
Court (State)
WA City of SedroWoolley
Skagit County, City of Mount Vernon,
City of Sedro-Woolley, City of Burlington,
LA Conner School District and Mount
Vernon School District v. Purdue Pharma
L.P., et al.
1:18-op-45173 N.D. Ohio
(Federal)
WA City of Spokane City of Spokane v. Teva Pharmaceuticals USA, Inc., et al. 1:19-op-46092 N.D. Ohio (Federal)
WA City of Tacoma City of Tacoma v. Purdue Pharma L.P., et al. 1:17-op-45047 N.D. Ohio (Federal)
WA City of Vancouver City of Vancouver v. Purdue Pharma L.P., et al. 1:19-op-45908 N.D. Ohio (Federal)
WA County of Chelan Chelan County v. Purdue Pharma L.P., et al. 1:18-op-46139 N.D. Ohio (Federal)
WA County of Clallam Clallam County v. Purdue Pharma L.P., et al. 1:18-op-45612 N.D. Ohio (Federal)
WA County of Clark Clark County v. Purdue Pharma L.P., et al. 1:18-op-45410 N.D. Ohio (Federal)
WA County of Franklin Franklin County v. Purdue Pharma L.P., et al 1:18-op-45944 N.D. Ohio (Federal)
WA County of Island Island County v. Purdue Pharma L.P., et al. 1:18-op-45982 N.D. Ohio (Federal)
WA County of Jefferson Jefferson County v. Purdue Pharma, Inc., et al. 1:18-op-46023 N.D. Ohio (Federal)
WA County of King King County v. Purdue Pharma L.P., et al. 1:18-op-45231 N.D. Ohio (Federal)
WA County of Kitsap Kitsap County v. Purdue Pharma L.P., et al. 1:18-op-45956 N.D. Ohio (Federal)
WA County of Kittitas Kittitas County v. Purdue Pharma, Inc., et al. 1:18-op-46008 N.D. Ohio (Federal)
WA County of Lewis Lewis County, Washington v. Purdue
Pharma L.P., et al. 1:18-op-46301 N.D. Ohio (Federal)
C-265
State Subdivision/Special
District Case Caption Case No. Jurisdiction
WA County of Lincoln Lincoln County v. Purdue Pharma L.P., et al. 1:19-op-45962 N.D. Ohio (Federal)
WA County of Pierce Pierce County v. Purdue Pharma L.P., et al 1:18-op-45195 N.D. Ohio (Federal)
WA County of San Juan San Juan County v. Purdue Pharma L.P., et al. 1:18-op-46291 N.D. Ohio (Federal)
WA County of Skagit
Skagit County, City of Mount Vernon,
City of Sedro-Woolley, City of Burlington,
LA Conner School District and Mount
Vernon School District v. Purdue Pharma
L.P., et al.
1:18-op-45173 N.D. Ohio
(Federal)
WA County of
Snohomish
Snohomish County v. Purdue Pharma
L.P., et al. 1:19-op-45370 N.D. Ohio (Federal)
WA County of Spokane Spokane County v. Purdue Pharma L.P., et al. 1:18-op-45943 N.D. Ohio (Federal)
WA County of Thurston Thurston County v. Purdue Pharma L.P., et al. 1:18-op-45409 N.D. Ohio (Federal)
WA County of Walla
Walla
Walla Walla County v. Purdue Pharma
L.P., et al. 1:18-op-46010 N.D. Ohio (Federal)
WA County of Whatcom Whatcom County v. Purdue Pharma L.P., et al. 1:18-op-45954 N.D. Ohio (Federal)
WA County of Whitman Whitman County v. Purdue Pharma L.P., et al. 1:18-op-46009 N.D. Ohio (Federal)
WA La Conner School
District
Skagit County, City of Mount Vernon,
City of Sedro-Woolley, City of Burlington,
La Conner School District and Mount
Vernon School District v. Purdue Pharma
L.P., et al.
1:18-op-45173 N.D. Ohio
(Federal)
WA Mount Vernon
School District
Skagit County, City of Mount Vernon,
City of Sedro-Woolley, City of Burlington,
La Conner School District and Mount
Vernon School District v. Purdue Pharma
L.P., et al.
1:18-op-45173 N.D. Ohio
(Federal)
WA Sedro-Woolley
School District
City of Anacortes and Sedro-Woolley
School District v. Purdue Pharma L.P., et
al.
1:19-op-45029 N.D. Ohio
(Federal)
WI City of Cudahy The City of Cudahy v. Actavis Pharma, Inc., et al. 1:21-op-45097 N.D. Ohio (Federal)
WI City of Franklin The City of Franklin v. Actavis Pharma, Inc., et al. 1:21-op-45101 N.D. Ohio (Federal)
WI City of Greenfield The City of Greenfield v. Actavis Pharma, Inc., et al. 1:21-op-45102 N.D. Ohio (Federal)
WI City of Kenosha City of Kenosha, Wisconsin v. Teva
Pharmaceuticals USA, Inc., et al. 1:20-op-45011 N.D. Ohio (Federal) WI City of Marinette City of Marinette v. Teva
Pharmaceuticals USA, Inc., et al. 1:19-op-46181 N.D. Ohio (Federal) WI City of Milwaukee City of Milwaukee, Wisconsin v. Teva Pharmaceuticals USA, Inc., et al. 1:20-op-45044 N.D. Ohio (Federal) WI City of Oak Creek The City of Oak Creek v. Actavis Pharma, Inc., et al. 1:21-op-45103 N.D. Ohio (Federal)
WI City of South
Milwaukee
City of South Milwaukee v. Actavis
Pharma, Inc., et al. 2021CV002934
WI - Circuit
Court of
Milwaukee
C-266
State Subdivision/Special
District Case Caption Case No. Jurisdiction
County
(State)
WI City of Superior City of Superior v. Purdue Pharma L.P., et al. 1:19-op-45331 N.D. Ohio (Federal)
WI City of Wauwatosa The City of Wauwatosa v. Actavis
Pharma, Inc., et al. 1:21-op-45104 N.D. Ohio (Federal)
WI City of West Allis The City of West Allis v. Actavis Pharma, Inc., et al. 1:21-op-45105 N.D. Ohio (Federal)
WI County of Adams Adams County v. Purdue Pharma L.P., et al. 1:17-op-45093 N.D. Ohio (Federal)
WI County of Ashland Ashland County v. Purdue Pharma L.P., et al. 1:17-op-45130 N.D. Ohio (Federal)
WI County of Barron
Barron County, La Crosse County,
Lafayette County and Menominee County
v. Purdue Pharma L.P., et al.
1:18-op-45277 N.D. Ohio
(Federal)
WI County of Bayfield Bayfield County v. Purdue Pharma L.P., et al. 1:17-op-45168 N.D. Ohio (Federal)
WI County of Brown
Brown County, Crawford County, Iron
County, Juneau County, Kewaunee
County, Outagamie County, v. Purdue
Pharma L.P., et al.
1:18-op-45117 N.D. Ohio
(Federal)
WI County of Buffalo Buffalo County v. Purdue Pharma L.P., et al. 1:17-op-45141 N.D. Ohio (Federal)
WI County of Burnett Burnett County v. Purdue Pharma L.P., et al. 1:17-op-45131 N.D. Ohio (Federal)
WI County of Calumet Calumet County v. Purdue Pharma L.P., et al. 1:17-op-45142 N.D. Ohio (Federal)
WI County of Chippewa Chippewa County v. Purdue Pharma L.P., et al. 1:17-op-45132 N.D. Ohio (Federal)
WI County of Clark Clark County v. Purdue Pharma L.P., et al. 1:17-op-45150 N.D. Ohio (Federal)
WI County of Columbia Columbia County v. Purdue Pharma L.P., et al. 1:17-op-45118 N.D. Ohio (Federal)
WI County of Crawford
Brown County, Crawford County, Iron
County, Juneau County, Kewaunee
County, Outagamie County, v. Purdue
Pharma L.P., et al.
1:18-op-45117 N.D. Ohio
(Federal)
WI County of Dane
Dane County, Wisconsin v.

AmerisourceBergen Drug Corporation, et
al.
1:18-op-45802 N.D. Ohio
(Federal)
WI County of Dodge Dodge County v. Purdue Pharma L.P., et al. 1:17-op-45143 N.D. Ohio (Federal)
WI County of Door Door County v. Purdue Pharma L.P., et al. 1:17-op-45104 N.D. Ohio (Federal)
WI County of Douglas Douglas County v. Purdue Pharma L.P., et al. 1:17-op-45107 N.D. Ohio (Federal)
WI County of Dunn Dunn County v. Purdue Pharma L.P., et al. 1:17-op-45133 N.D. Ohio (Federal)
WI County of Eau
Claire
Eau Claire County v. Purdue Pharma
L.P., et al. 1:17-op-45112 N.D. Ohio (Federal)
WI County of Florence Florence County v. Purdue Pharma L.P., et al. 1:17-op-45125 N.D. Ohio (Federal)
C-267
State Subdivision/Special
District Case Caption Case No. Jurisdiction
WI County of Fond du
Lac
Fond du Lac County v. Purdue Pharma
L.P., et al. 1:17-op-45106 N.D. Ohio (Federal)
WI County of Forest Forest County v. Purdue Pharma L.P., et al. 1:17-op-45134 N.D. Ohio (Federal)
WI County of Grant Grant County v. Purdue Pharma L.P., et al. 1:17-op-45115 N.D. Ohio (Federal)
WI County of Green Green County v. Purdue Pharma L.P., et al. 1:17-op-45096 N.D. Ohio (Federal)
WI County of Green
Lake
Green Lake County, Taylor County and
Vilas County v. Purdue Pharma L.P., et
al.
1:18-op-45832 N.D. Ohio
(Federal)
WI County of Iowa Iowa County v. Purdue Pharma L.P., et al. 1:17-op-45099 N.D. Ohio (Federal)
WI County of Iron
Brown County, Crawford County, Iron
County, Juneau County, Kewaunee
County, Outagamie County, v. Purdue
Pharma L.P., et al.
1:18-op-45117 N.D. Ohio
(Federal)
WI County of Jackson Jackson County v. Purdue Pharma L.P., et al. 1:17-op-45121 N.D. Ohio (Federal)
WI County of Jefferson Jefferson County v. Purdue Pharma L.P., et al. 1:17-op-45122 N.D. Ohio (Federal)
WI County of Juneau
Brown County, Crawford County, Iron
County, Juneau County, Kewaunee
County, Outagamie County, v. Purdue
Pharma L.P., et al.
1:18-op-45117 N.D. Ohio
(Federal)
WI County of Kenosha Kenosha County v. Purdue Pharma L.P., et al. 1:17-op-45144 N.D. Ohio (Federal)
WI County of
Kewaunee
Brown County, Crawford County, Iron
County, Juneau County, Kewaunee
County, Outagamie County, v. Purdue
Pharma L.P., et al.
1:18-op-45117 N.D. Ohio
(Federal)
WI County of La Crosse
Barron County, La Crosse County,
Lafayette County and Menominee County
v. Purdue Pharma L.P., et al.
1:18-op-45277 N.D. Ohio
(Federal)
WI County of Lafayette
Barron County, La Crosse County,
Lafayette County and Menominee County
v. Purdue Pharma L.P., et al.
1:18-op-45277 N.D. Ohio
(Federal)
WI County of Langlade Langlade County v. Purdue Pharma L.P., et al. 1:17-op-45124 N.D. Ohio (Federal)
WI County of Lincoln Lincoln County v. Purdue Pharma L.P., et al. 1:17-op-45167 N.D. Ohio (Federal)
WI County of
Manitowoc
Manitowoc County v. Purdue Pharma
L.P., et al. 1:17-op-45135 N.D. Ohio (Federal)
WI County of Marathon Marathon County v. Purdue Pharma L.P., et al. 1:17-op-45095 N.D. Ohio (Federal)
WI County of Marinette Marinette County v. Purdue Pharma L.P., et al. 1:17-op-45145 N.D. Ohio (Federal)
WI County of
Marquette
Marquette County v. Purdue Pharma
L.P., et al. 1:17-op-45136 N.D. Ohio (Federal)
WI County of
Menominee
Barron County, La Crosse County,
Lafayette County and Menominee County
v. Purdue Pharma L.P., et al.
1:18-op-45277 N.D. Ohio
(Federal)
C-268
State Subdivision/Special
District Case Caption Case No. Jurisdiction
WI County of
Milwaukee
Milwaukee County, Wisconsin v.

AmerisourceBergen Drug Corporation, et
al.
1:18-op-45402 N.D. Ohio
(Federal)
WI County of Monroe
Monroe County, Wisconsin v.

AmerisourceBergen Drug Corporation, et
al.
1:17-op-45146 N.D. Ohio
(Federal)
WI County of Oconto
Oconto County, Wisconsin v.

AmerisourceBergen Drug Corporation, et
al.
1:17-op-45120 N.D. Ohio
(Federal)
WI County of Oneida
Oneida County, Wisconsin v.

AmerisourceBergen Drug Corporation, et
al.
1:17-op-45129 N.D. Ohio
(Federal)
WI County of
Outagamie
Brown County, Crawford County, Iron
County, Juneau County, Kewaunee
County, Outagamie County, v. Purdue
Pharma L.P., et al.
1:18-op-45117 N.D. Ohio
(Federal)
WI County of Pierce
Pierce County, Wisconsin v.

AmerisourceBergen Drug Corporation, et
al.
1:17-op-45165 N.D. Ohio
(Federal)
WI County of Price
Price County, Wisconsin v.

AmerisourceBergen Drug Corporation, et
al.
1:17-op-45126 N.D. Ohio
(Federal)
WI County of Rock Rock County v. Purdue Pharma L.P., et al. 1:17-op-45108 N.D. Ohio (Federal)
WI County of Rusk
Rusk County, Wisconsin v.

AmerisourceBergen Drug Corporation, et
al.
1:17-op-45116 N.D. Ohio
(Federal)
WI County of Sauk
Sauk County, Wisconsin v.

AmerisourceBergen Drug Corporation, et
al.
1:17-op-45098 N.D. Ohio
(Federal)
WI County of Sawyer
Sawyer County, Wisconsin v.

AmerisourceBergen Drug Corporation, et
al.
1:17-op-45137 N.D. Ohio
(Federal)
WI County of Shawano
Shawano County, Wisconsin v.

AmerisourceBergen Drug Corporation, et
al.
1:17-op-45119 N.D. Ohio
(Federal)
WI County of
Sheboygan
Sheboygan County, Wisconsin v.

AmerisourceBergen Drug Corporation, et
al.
1:17-op-45128 N.D. Ohio
(Federal)
WI County of St. Croix St. Croix County v. Purdue Pharma L.P., et al. 1:17-op-45147 N.D. Ohio (Federal)
WI County of Taylor
Green Lake County, Taylor County and
Vilas County v. Purdue Pharma L.P., et
al.
1:18-op-45832 N.D. Ohio
(Federal)
WI County of
Trempealeau
Trempealeau County v. Purdue Pharma
L.P., et al. 1:17-op-45138 N.D. Ohio (Federal)
WI County of Vernon
Vernon County, Wisconsin v.

AmerisourceBergen Drug Corporation, et
al.
1:17-op-45148 N.D. Ohio
(Federal)
WI County of Vilas
Green Lake County, Taylor County and
Vilas County v. Purdue Pharma L.P., et
al.
1:18-op-45832 N.D. Ohio
(Federal)
C-269
State Subdivision/Special
District Case Caption Case No. Jurisdiction
WI County of Walworth
Walworth County, Wisconsin v.

AmerisourceBergen Drug Corporation, et
al.
1:18-op-45988 N.D. Ohio
(Federal)
WI County of
Washburn
Washburn County, Wisconsin v.

AmerisourceBergen Drug Corporation, et
al.
1:17-op-45123 N.D. Ohio
(Federal)
WI County of
Washington
Washington County, Wisconsin v.

AmerisourceBergen Drug Corporation, et
al.
1:17-op-45114 N.D. Ohio
(Federal)
WI County of
Waukesha
Waukesha County, Wisconsin v.

AmerisourceBergen Drug Corporation, et
al.
1:18-op-45978 N.D. Ohio
(Federal)
WI County of Waupaca
Waupaca County, Wisconsin v.

AmerisourceBergen Drug Corporation, et
al.
1:17-op-45166 N.D. Ohio
(Federal)
WI County of Waushara
Waushara County, Wisconsin v.

AmerisourceBergen Drug Corporation, et
al.
1:17-op-45139 N.D. Ohio
(Federal)
WI County of Wood
Wood County, Wisconsin v.

AmerisourceBergen Drug Corporation, et
al.
1:17-op-45127 N.D. Ohio
(Federal)
WI Village of Pleasant
Prairie
Village of Pleasant Prairie, Wisconsin v.

Teva Pharmaceuticals USA, Inc., et al. 1:20-op-45010 N.D. Ohio (Federal) WI Village of
Sturtevant
The Village of Sturtevant v. Actavis
Pharma, Inc. f/k/a Watson Pharma, Inc.,
et al.
2021CV000999
WI - Circuit
Court of
Racine
County
(State)
WY City of Casper City of Casper, Wyoming v. Purdue
Pharma L.P., et al. 1:19-op-45079 N.D. Ohio (Federal)
WY City of Cheyenne City of Cheyenne v. Purdue Pharma L.P., et al. 1:19-op-45280 N.D. Ohio (Federal)
WY City of Green River City of Green River, Wyoming v. Purdue Pharma L.P., et al. 1:19-op-45764 N.D. Ohio (Federal)
WY City of Riverton City of Riverton, Wyoming v. Purdue Pharma L.P., et al. 1:19-op-45558 N.D. Ohio (Federal)
WY City of Rock
Springs
City of Rock Springs, Wyoming v. Purdue
Pharma L.P., et al. 1:19-op-45265 N.D. Ohio (Federal)
WY County of Carbon County of Carbon v. Purdue Pharma L.P., et al. 1:18-op-45625 N.D. Ohio (Federal)
WY County of
Sweetwater
Sweetwater County, Wyoming v. Purdue
Pharma L.P., et al. 1:19-op-45031 N.D. Ohio (Federal)
D-1

EXHIBIT D
[Intentionally Omitted]
E-1

EXHIBIT E
List of Opioid Remediation Uses
Schedule A
Core Strategies
Settling States and Exhibit G Participants may choose from among the abatement strategies listed in Schedule B. However, priority may be given to the following core abatement strategies (“Core Strategies”).1
A. NALOXONE OR OTHER FDA-APPROVED DRUG TO REVERSE OPIOID

OVERDOSES

1. Expand training for first responders, schools, community support groups and families; and

2. Increase distribution to individuals who are uninsured or whose insurance does not cover the needed service.

B. MEDICATION-ASSISTED TREATMENT (“MAT”) DISTRIBUTION AND

OTHER OPIOID-RELATED TREATMENT

1. Increase distribution of MAT to individuals who are uninsured or whose insurance does not cover the needed service;

2. Provide education to school-based and youth-focused programs that discourage or prevent misuse;

3. Provide MAT education and awareness training to healthcare providers, EMTs, law enforcement, and other first responders; and

4. Provide treatment and recovery support services such as residential and inpatient treatment, intensive outpatient treatment, outpatient therapy or counseling, and recovery housing that allow or integrate medication and with other support services.

C. PREGNANT & POSTPARTUM WOMEN

1. Expand Screening, Brief Intervention, and Referral to Treatment (“SBIRT”) services to non-Medicaid eligible or uninsured pregnant women;

2. Expand comprehensive evidence-based treatment and recovery services, including MAT, for women with co-occurring Opioid Use Disorder (“OUD”) and other 1 As used in this Schedule A, words like “expand,” “fund,” “provide” or the like shall not indicate a preference for new or existing programs.

E-2
Substance Use Disorder (“SUD”)/Mental Health disorders for uninsured individuals for up to 12 months postpartum; and

3. Provide comprehensive wrap-around services to individuals with OUD, including housing, transportation, job placement/training, and childcare.

D. EXPANDING TREATMENT FOR NEONATAL ABSTINENCE SYNDROME (“NAS”)

1. Expand comprehensive evidence-based and recovery support for NAS babies;

2. Expand services for better continuum of care with infant-need dyad; and

3. Expand long-term treatment and services for medical monitoring of NAS babies and their families.

E. EXPANSION OF WARM HAND-OFF PROGRAMS AND RECOVERY SERVICES

1. Expand services such as navigators and on-call teams to begin MAT in hospital emergency departments;

2. Expand warm hand-off services to transition to recovery services;

3. Broaden scope of recovery services to include co-occurring SUD or mental health conditions;

4. Provide comprehensive wrap-around services to individuals in recovery, including housing, transportation, job placement/training, and childcare; and

5. Hire additional social workers or other behavioral health workers to facilitate expansions above.

F. TREATMENT FOR INCARCERATED POPULATION

1. Provide evidence-based treatment and recovery support, including MAT for persons with OUD and co-occurring SUD/MH disorders within and transitioning out of the criminal justice system; and

2. Increase funding for jails to provide treatment to inmates with OUD.

G. PREVENTION PROGRAMS

1. Funding for media campaigns to prevent opioid use (similar to the FDA’s “Real Cost” campaign to prevent youth from misusing tobacco); E-3

2. Funding for evidence-based prevention programs in schools;

3. Funding for medical provider education and outreach regarding best prescribing practices for opioids consistent with CDC guidelines, including providers at hospitals (academic detailing);

4. Funding for community drug disposal programs; and

5. Funding and training for first responders to participate in pre-arrest diversion programs, post-overdose response teams, or similar strategies that connect at-risk individuals to behavioral health services and supports.

H. EXPANDING SYRINGE SERVICE PROGRAMS

1. Provide comprehensive syringe services programs with more wrap-around services, including linkage to OUD treatment, access to sterile syringes and linkage to care and treatment of infectious diseases.

I. EVIDENCE-BASED DATA COLLECTION AND RESEARCH ANALYZING THE

EFFECTIVENESS OF THE ABATEMENT STRATEGIES WITHIN THE STATE E-4
Schedule B
Approved Uses
Support treatment of Opioid Use Disorder (OUD) and any co-occurring Substance Use Disorder or Mental Health (SUD/MH) conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following:

PART ONE: TREATMENT
A. TREAT OPIOID USE DISORDER (OUD)
Support treatment of Opioid Use Disorder (“OUD”) and any co-occurring Substance Use Disorder or Mental Health (“SUD/MH”) conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that:2

1. Expand availability of treatment for OUD and any co-occurring SUD/MH conditions, including all forms of Medication-Assisted Treatment (“MAT”) approved by the U.S. Food and Drug Administration.

2. Support and reimburse evidence-based services that adhere to the American Society of Addiction Medicine (“ASAM”) continuum of care for OUD and any co-occurring SUD/MH conditions.

3. Expand telehealth to increase access to treatment for OUD and any co-occurring SUD/MH conditions, including MAT, as well as counseling, psychiatric support, and other treatment and recovery support services.

4. Improve oversight of Opioid Treatment Programs (“OTPs”) to assure evidencebased or evidence-informed practices such as adequate methadone dosing and low threshold approaches to treatment.

5. Support mobile intervention, treatment, and recovery services, offered by qualified professionals and service providers, such as peer recovery coaches, for persons with OUD and any co-occurring SUD/MH conditions and for persons who have experienced an opioid overdose.

6. Provide treatment of trauma for individuals with OUD (e.g., violence, sexual assault, human trafficking, or adverse childhood experiences) and family members (e.g., surviving family members after an overdose or overdose fatality), and training of health care personnel to identify and address such trauma. 2 As used in this Schedule B, words like “expand,” “fund,” “provide” or the like shall not indicate a preference for new or existing programs.

E-5

7. Support evidence-based withdrawal management services for people with OUD and any co-occurring mental health conditions.

8. Provide training on MAT for health care providers, first responders, students, or other supporting professionals, such as peer recovery coaches or recovery outreach specialists, including telementoring to assist community-based providers in rural or underserved areas.

9. Support workforce development for addiction professionals who work with persons with OUD and any co-occurring SUD/MH conditions.

10. Offer fellowships for addiction medicine specialists for direct patient care, instructors, and clinical research for treatments.

11. Offer scholarships and supports for behavioral health practitioners or workers involved in addressing OUD and any co-occurring SUD/MH or mental health conditions, including, but not limited to, training, scholarships, fellowships, loan repayment programs, or other incentives for providers to work in rural or underserved areas.

12. Provide funding and training for clinicians to obtain a waiver under the federal Drug Addiction Treatment Act of 2000 (“DATA 2000”) to prescribe MAT for OUD, and provide technical assistance and professional support to clinicians who have obtained a DATA 2000 waiver.

13. Disseminate web-based training curricula, such as the American Academy of Addiction Psychiatry’s Provider Clinical Support Service–Opioids web-based training curriculum and motivational interviewing.

14. Develop and disseminate new curricula, such as the American Academy of Addiction Psychiatry’s Provider Clinical Support Service for Medication–Assisted Treatment.

B. SUPPORT PEOPLE IN TREATMENT AND RECOVERY
Support people in recovery from OUD and any co-occurring SUD/MH conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the programs or strategies that:

1. Provide comprehensive wrap-around services to individuals with OUD and any cooccurring SUD/MH conditions, including housing, transportation, education, job placement, job training, or childcare.

2. Provide the full continuum of care of treatment and recovery services for OUD and any co-occurring SUD/MH conditions, including supportive housing, peer support services and counseling, community navigators, case management, and connections to community-based services.

E-6

3. Provide counseling, peer-support, recovery case management and residential treatment with access to medications for those who need it to persons with OUD and any co-occurring SUD/MH conditions.

4. Provide access to housing for people with OUD and any co-occurring SUD/MH conditions, including supportive housing, recovery housing, housing assistance programs, training for housing providers, or recovery housing programs that allow or integrate FDA-approved mediation with other support services.

5. Provide community support services, including social and legal services, to assist in deinstitutionalizing persons with OUD and any co-occurring SUD/MH conditions.

6. Support or expand peer-recovery centers, which may include support groups, social events, computer access, or other services for persons with OUD and any cooccurring SUD/MH conditions.

7. Provide or support transportation to treatment or recovery programs or services for persons with OUD and any co-occurring SUD/MH conditions.

8. Provide employment training or educational services for persons in treatment for or recovery from OUD and any co-occurring SUD/MH conditions.

9. Identify successful recovery programs such as physician, pilot, and college recovery programs, and provide support and technical assistance to increase the number and capacity of high-quality programs to help those in recovery.

10. Engage non-profits, faith-based communities, and community coalitions to support people in treatment and recovery and to support family members in their efforts to support the person with OUD in the family.

11. Provide training and development of procedures for government staff to appropriately interact and provide social and other services to individuals with or in recovery from OUD, including reducing stigma.

12. Support stigma reduction efforts regarding treatment and support for persons with OUD, including reducing the stigma on effective treatment.

13. Create or support culturally appropriate services and programs for persons with OUD and any co-occurring SUD/MH conditions, including new Americans.

14. Create and/or support recovery high schools.

15. Hire or train behavioral health workers to provide or expand any of the services or supports listed above.

E-7
C. CONNECT PEOPLE WHO NEED HELP TO THE HELP THEY NEED
(CONNECTIONS TO CARE)
Provide connections to care for people who have—or are at risk of developing—OUD and any cooccurring SUD/MH conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that:

1. Ensure that health care providers are screening for OUD and other risk factors and know how to appropriately counsel and treat (or refer if necessary) a patient for OUD treatment.

2. Fund SBIRT programs to reduce the transition from use to disorders, including SBIRT services to pregnant women who are uninsured or not eligible for Medicaid.

3. Provide training and long-term implementation of SBIRT in key systems (health, schools, colleges, criminal justice, and probation), with a focus on youth and young adults when transition from misuse to opioid disorder is common.

4. Purchase automated versions of SBIRT and support ongoing costs of the technology.

5. Expand services such as navigators and on-call teams to begin MAT in hospital emergency departments.

6. Provide training for emergency room personnel treating opioid overdose patients on post-discharge planning, including community referrals for MAT, recovery case management or support services.

7. Support hospital programs that transition persons with OUD and any co-occurring SUD/MH conditions, or persons who have experienced an opioid overdose, into clinically appropriate follow-up care through a bridge clinic or similar approach.

8. Support crisis stabilization centers that serve as an alternative to hospital emergency departments for persons with OUD and any co-occurring SUD/MH conditions or persons that have experienced an opioid overdose.

9. Support the work of Emergency Medical Systems, including peer support specialists, to connect individuals to treatment or other appropriate services following an opioid overdose or other opioid-related adverse event.

10. Provide funding for peer support specialists or recovery coaches in emergency departments, detox facilities, recovery centers, recovery housing, or similar settings; offer services, supports, or connections to care to persons with OUD and any co-occurring SUD/MH conditions or to persons who have experienced an opioid overdose.

E-8

11. Expand warm hand-off services to transition to recovery services.

12. Create or support school-based contacts that parents can engage with to seek immediate treatment services for their child; and support prevention, intervention, treatment, and recovery programs focused on young people.

13. Develop and support best practices on addressing OUD in the workplace.

14. Support assistance programs for health care providers with OUD.

15. Engage non-profits and the faith community as a system to support outreach for treatment.

16. Support centralized call centers that provide information and connections to appropriate services and supports for persons with OUD and any co-occurring SUD/MH conditions.

D. ADDRESS THE NEEDS OF CRIMINAL JUSTICE-INVOLVED PERSONS Address the needs of persons with OUD and any co-occurring SUD/MH conditions who are involved in, are at risk of becoming involved in, or are transitioning out of the criminal justice system through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that:

1. Support pre-arrest or pre-arraignment diversion and deflection strategies for persons with OUD and any co-occurring SUD/MH conditions, including established strategies such as:
a. Self-referral strategies such as the Angel Programs or the Police Assisted Addiction Recovery Initiative (“PAARI”);
b. Active outreach strategies such as the Drug Abuse Response Team (“DART”) model;
c. “Naloxone Plus” strategies, which work to ensure that individuals who have received naloxone to reverse the effects of an overdose are then linked to treatment programs or other appropriate services;
d. Officer prevention strategies, such as the Law Enforcement Assisted Diversion (“LEAD”) model;
e. Officer intervention strategies such as the Leon County, Florida Adult Civil Citation Network or the Chicago Westside Narcotics Diversion to Treatment Initiative; or
f. Co-responder and/or alternative responder models to address OUD-related 911 calls with greater SUD expertise.

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2. Support pre-trial services that connect individuals with OUD and any co-occurring SUD/MH conditions to evidence-informed treatment, including MAT, and related services.

3. Support treatment and recovery courts that provide evidence-based options for persons with OUD and any co-occurring SUD/MH conditions.

4. Provide evidence-informed treatment, including MAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any cooccurring SUD/MH conditions who are incarcerated in jail or prison.

5. Provide evidence-informed treatment, including MAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any cooccurring SUD/MH conditions who are leaving jail or prison or have recently left jail or prison, are on probation or parole, are under community corrections supervision, or are in re-entry programs or facilities.

6. Support critical time interventions (“CTI”), particularly for individuals living with dual-diagnosis OUD/serious mental illness, and services for individuals who face immediate risks and service needs and risks upon release from correctional settings.

7. Provide training on best practices for addressing the needs of criminal justiceinvolved persons with OUD and any co-occurring SUD/MH conditions to law enforcement, correctional, or judicial personnel or to providers of treatment, recovery, harm reduction, case management, or other services offered in connection with any of the strategies described in this section.

E. ADDRESS THE NEEDS OF PREGNANT OR PARENTING WOMEN AND THEIR

FAMILIES, INCLUDING BABIES WITH NEONATAL ABSTINENCE

SYNDROME
Address the needs of pregnant or parenting women with OUD and any co-occurring SUD/MH conditions, and the needs of their families, including babies with neonatal abstinence syndrome (“NAS”), through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that:

1. Support evidence-based or evidence-informed treatment, including MAT, recovery services and supports, and prevention services for pregnant women—or women who could become pregnant—who have OUD and any co-occurring SUD/MH conditions, and other measures to educate and provide support to families affected by Neonatal Abstinence Syndrome.

2. Expand comprehensive evidence-based treatment and recovery services, including MAT, for uninsured women with OUD and any co-occurring SUD/MH conditions for up to 12 months postpartum.

E-10

3. Provide training for obstetricians or other healthcare personnel who work with pregnant women and their families regarding treatment of OUD and any cooccurring SUD/MH conditions.

4. Expand comprehensive evidence-based treatment and recovery support for NAS babies; expand services for better continuum of care with infant-need dyad; and expand long-term treatment and services for medical monitoring of NAS babies and their families.

5. Provide training to health care providers who work with pregnant or parenting women on best practices for compliance with federal requirements that children born with NAS get referred to appropriate services and receive a plan of safe care.

6. Provide child and family supports for parenting women with OUD and any cooccurring SUD/MH conditions.

7. Provide enhanced family support and child care services for parents with OUD and any co-occurring SUD/MH conditions.

8. Provide enhanced support for children and family members suffering trauma as a result of addiction in the family; and offer trauma-informed behavioral health treatment for adverse childhood events.

9. Offer home-based wrap-around services to persons with OUD and any co-occurring SUD/MH conditions, including, but not limited to, parent skills training.

10. Provide support for Children’s Services—Fund additional positions and services, including supportive housing and other residential services, relating to children being removed from the home and/or placed in foster care due to custodial opioid use.

PART TWO: PREVENTION
A. PREVENT OVER-PRESCRIBING AND ENSURE APPROPRIATE

PRESCRIBING AND DISPENSING OF OPIOIDS
Support efforts to prevent over-prescribing and ensure appropriate prescribing and dispensing of opioids through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following:

1. Funding medical provider education and outreach regarding best prescribing practices for opioids consistent with the Guidelines for Prescribing Opioids for Chronic Pain from the U.S. Centers for Disease Control and Prevention, including providers at hospitals (academic detailing).

E-11

2. Training for health care providers regarding safe and responsible opioid prescribing, dosing, and tapering patients off opioids.

3. Continuing Medical Education (CME) on appropriate prescribing of opioids.

4. Providing Support for non-opioid pain treatment alternatives, including training providers to offer or refer to multi-modal, evidence-informed treatment of pain.

5. Supporting enhancements or improvements to Prescription Drug Monitoring Programs (“PDMPs”), including, but not limited to, improvements that:
a. Increase the number of prescribers using PDMPs;
b. Improve point-of-care decision-making by increasing the quantity, quality, or format of data available to prescribers using PDMPs, by improving the interface that prescribers use to access PDMP data, or both; or
c. Enable states to use PDMP data in support of surveillance or intervention strategies, including MAT referrals and follow-up for individuals identified within PDMP data as likely to experience OUD in a manner that complies with all relevant privacy and security laws and rules.

6. Ensuring PDMPs incorporate available overdose/naloxone deployment data, including the United States Department of Transportation’s Emergency Medical Technician overdose database in a manner that complies with all relevant privacy and security laws and rules.

7. Increasing electronic prescribing to prevent diversion or forgery.

8. Educating dispensers on appropriate opioid dispensing.

B. PREVENT MISUSE OF OPIOIDS
Support efforts to discourage or prevent misuse of opioids through evidence-based or evidenceinformed programs or strategies that may include, but are not limited to, the following:

1. Funding media campaigns to prevent opioid misuse.

2. Corrective advertising or affirmative public education campaigns based on evidence.

3. Public education relating to drug disposal.

4. Drug take-back disposal or destruction programs.

E-12

5. Funding community anti-drug coalitions that engage in drug prevention efforts.

6. Supporting community coalitions in implementing evidence-informed prevention, such as reduced social access and physical access, stigma reduction—including staffing, educational campaigns, support for people in treatment or recovery, or training of coalitions in evidence-informed implementation, including the Strategic Prevention Framework developed by the U.S. Substance Abuse and Mental Health Services Administration (“SAMHSA”).

7. Engaging non-profits and faith-based communities as systems to support prevention.

8. Funding evidence-based prevention programs in schools or evidence-informed school and community education programs and campaigns for students, families, school employees, school athletic programs, parent-teacher and student associations, and others.

9. School-based or youth-focused programs or strategies that have demonstrated effectiveness in preventing drug misuse and seem likely to be effective in preventing the uptake and use of opioids.

10. Create or support community-based education or intervention services for families, youth, and adolescents at risk for OUD and any co-occurring SUD/MH conditions.

11. Support evidence-informed programs or curricula to address mental health needs of young people who may be at risk of misusing opioids or other drugs, including emotional modulation and resilience skills.

12. Support greater access to mental health services and supports for young people, including services and supports provided by school nurses, behavioral health workers or other school staff, to address mental health needs in young people that (when not properly addressed) increase the risk of opioid or another drug misuse.

C. PREVENT OVERDOSE DEATHS AND OTHER HARMS (HARM REDUCTION) Support efforts to prevent or reduce overdose deaths or other opioid-related harms through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following:

1. Increased availability and distribution of naloxone and other drugs that treat overdoses for first responders, overdose patients, individuals with OUD and their friends and family members, schools, community navigators and outreach workers, persons being released from jail or prison, or other members of the general public.

2. Public health entities providing free naloxone to anyone in the community.

E-13

3. Training and education regarding naloxone and other drugs that treat overdoses for first responders, overdose patients, patients taking opioids, families, schools, community support groups, and other members of the general public.

4. Enabling school nurses and other school staff to respond to opioid overdoses, and provide them with naloxone, training, and support.

5. Expanding, improving, or developing data tracking software and applications for overdoses/naloxone revivals.

6. Public education relating to emergency responses to overdoses.

7. Public education relating to immunity and Good Samaritan laws.

8. Educating first responders regarding the existence and operation of immunity and Good Samaritan laws.

9. Syringe service programs and other evidence-informed programs to reduce harms associated with intravenous drug use, including supplies, staffing, space, peer support services, referrals to treatment, fentanyl checking, connections to care, and the full range of harm reduction and treatment services provided by these programs.

10. Expanding access to testing and treatment for infectious diseases such as HIV and Hepatitis C resulting from intravenous opioid use.

11. Supporting mobile units that offer or provide referrals to harm reduction services, treatment, recovery supports, health care, or other appropriate services to persons that use opioids or persons with OUD and any co-occurring SUD/MH conditions.

12. Providing training in harm reduction strategies to health care providers, students, peer recovery coaches, recovery outreach specialists, or other professionals that provide care to persons who use opioids or persons with OUD and any co-occurring SUD/MH conditions.

13. Supporting screening for fentanyl in routine clinical toxicology testing.

PART THREE: OTHER STRATEGIES
A. FIRST RESPONDERS
In addition to items in section C, D and H relating to first responders, support the following:

1. Education of law enforcement or other first responders regarding appropriate practices and precautions when dealing with fentanyl or other drugs.

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2. Provision of wellness and support services for first responders and others who experience secondary trauma associated with opioid-related emergency events.

B. LEADERSHIP, PLANNING AND COORDINATION
Support efforts to provide leadership, planning, coordination, facilitations, training and technical assistance to abate the opioid epidemic through activities, programs, or strategies that may include, but are not limited to, the following:

1. Statewide, regional, local or community regional planning to identify root causes of addiction and overdose, goals for reducing harms related to the opioid epidemic, and areas and populations with the greatest needs for treatment intervention services, and to support training and technical assistance and other strategies to abate the opioid epidemic described in this opioid abatement strategy list.

2. A dashboard to (a) share reports, recommendations, or plans to spend opioid settlement funds; (b) to show how opioid settlement funds have been spent; (c) to report program or strategy outcomes; or (d) to track, share or visualize key opioidor health-related indicators and supports as identified through collaborative statewide, regional, local or community processes.

3. Invest in infrastructure or staffing at government or not-for-profit agencies to support collaborative, cross-system coordination with the purpose of preventing overprescribing, opioid misuse, or opioid overdoses, treating those with OUD and any co-occurring SUD/MH conditions, supporting them in treatment or recovery, connecting them to care, or implementing other strategies to abate the opioid epidemic described in this opioid abatement strategy list.

4. Provide resources to staff government oversight and management of opioid abatement programs.

C. TRAINING
In addition to the training referred to throughout this document, support training to abate the opioid epidemic through activities, programs, or strategies that may include, but are not limited to, those that:

1. Provide funding for staff training or networking programs and services to improve the capability of government, community, and not-for-profit entities to abate the opioid crisis.

2. Support infrastructure and staffing for collaborative cross-system coordination to prevent opioid misuse, prevent overdoses, and treat those with OUD and any cooccurring SUD/MH conditions, or implement other strategies to abate the opioid epidemic described in this opioid abatement strategy list (e.g., health care, primary care, pharmacies, PDMPs, etc.).

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D. RESEARCH
Support opioid abatement research that may include, but is not limited to, the following:

1. Monitoring, surveillance, data collection and evaluation of programs and strategies described in this opioid abatement strategy list.

2. Research non-opioid treatment of chronic pain.

3. Research on improved service delivery for modalities such as SBIRT that demonstrate promising but mixed results in populations vulnerable to opioid use disorders.

4. Research on novel harm reduction and prevention efforts such as the provision of fentanyl test strips.

5. Research on innovative supply-side enforcement efforts such as improved detection of mail-based delivery of synthetic opioids.

6. Expanded research on swift/certain/fair models to reduce and deter opioid misuse within criminal justice populations that build upon promising approaches used to address other substances (e.g., Hawaii HOPE and Dakota 24/7).

7. Epidemiological surveillance of OUD-related behaviors in critical populations, including individuals entering the criminal justice system, including, but not limited to approaches modeled on the Arrestee Drug Abuse Monitoring (“ADAM”) system.

8. Qualitative and quantitative research regarding public health risks and harm reduction opportunities within illicit drug markets, including surveys of market participants who sell or distribute illicit opioids.

9. Geospatial analysis of access barriers to MAT and their association with treatment engagement and treatment outcomes.

F-1
EXHIBIT F-1
List of States and Pre-Credit Overall Allocation Percentages Alabama 1.5958653635%
Alaska 0.2283101787%
American Samoa 0.0171221696%
Arizona 2.3755949882%
Arkansas 0.9322152924%
California 9.9213830698%
Colorado 1.6616291219%
Connecticut 1.2938102647%
Delaware 0.4420285052%
District of Columbia 0.1799774824%
Florida 7.0259134409%
Georgia 2.7882080114%
Guam 0.0480366565%
Hawaii 0.3246488040%
Idaho 0.4919080117%
Illinois 3.3263363702%
Indiana 2.2168933059%
Iowa 0.7419256132%
Kansas 0.7840793410%
Kentucky 1.9963344879%
Louisiana 1.4650905059%
Maine 0.5293231313%
Maryland 2.1106090494%
Massachusetts 2.3035761083%
Michigan 3.4020234989%
Minnesota 1.2972597706%
Mississippi 0.8624327860%
Missouri 2.0056475170%
Montana 0.3125481816%
N. Mariana Islands 0.0167059202%
Nebraska 0.4171546352%
Nevada 1.2017657135%
New Hampshire 0.5784834777%
New Jersey 2.7551354545%
New Mexico 0.7989379794%
New York 5.3903813405%
North Carolina 3.2502525994%
F-2
North Dakota 0.1700251989%
Ohio 4.3567051408%
Oklahoma 1.5322312508%
Oregon 1.3741405009%
Pennsylvania 4.5882419559%
Puerto Rico 0.7101195950%
Rhode Island 0.4465429178%
South Carolina 1.5393083548%
South Dakota 0.1982071487%
Tennessee 2.6881474977%
Texas 6.2932157196%
Utah 1.1466798699%
Vermont 0.2544890561%
Virgin Islands 0.0315673573%
Virginia 2.2801150757%
Washington 2.3189040182%
West Virginia 1.0567416533%
Wisconsin 1.7582560561%
Wyoming 0.1668134842%
F-3
EXHIBIT F-2
List of Eligible Settling States and Overall Allocation Percentages Alabama 1.89200243102%
Alaska 0.27067660158%
American Samoa 0.02029944832%
Arizona 2.81642273552%
Arkansas 1.10520200495%
California 11.44545606988%
Colorado 1.96996965401%
Connecticut 1.53389641887%
Delaware 0.52405361097%
District of Columbia 0.21337503900%
Georgia 3.30560237492%
Guam 0.05695058797%
Hawaii 0.38489232262%
Idaho 0.58318901784%
Illinois 3.94358862758%
Indiana 2.62827154459%
Iowa 0.87960118435%
Kansas 0.92957717690%
Kentucky 2.36678468650%
Maine 0.62754708146%
Maryland 2.50226462938%
Massachusetts 2.73103965821%
Michigan 4.03332065304%
Minnesota 1.53798603302%
Mississippi 1.02247029410%
Missouri 2.37782588971%
Montana 0.37054624593%
N. Mariana Islands 0.01980595749%
Nebraska 0.49456401641%
Nevada 1.42477160259%
New Hampshire 0.68582987703%
New Jersey 3.26639270254%
New Mexico 0.94719306138%
North Carolina 3.85338635698%
North Dakota 0.20157595806%
Ohio 5.16515798008%
Oklahoma 1.81656004174%
F-4
Oregon 1.62913315104%
Pennsylvania 5.43965996948%
Puerto Rico 0.84189307619%
South Carolina 1.82495040990%
South Dakota 0.23498749685%
Tennessee 3.18697411246%
Texas 7.46101752221%
Utah 1.35946374363%
Vermont 0.30171336741%
Virgin Islands 0.03742516012%
Virginia 2.70322507443%
Washington 2.74921189468%
Wisconsin 2.08452718413%
Wyoming 0.19776826088%
G-1

EXHIBIT G
Subdivisions and Special Districts Eligible to Receive Direct Allocations from the Subdivision Fund and Subdivision Fund Allocation Percentages The Subdivisions and Special Districts set forth on this Exhibit G are eligible to receive direct allocations from the Subdivision Fund, if such Subdivisions and Special Districts are otherwise eligible to receive such funds under this Agreement. By default, the Subdivisions and Special Districts set forth on this Exhibit G shall include all Subdivisions and Special Districts set forth on Exhibit G of the national opioid settlement agreement dated July 21, 2021 with Janssen Pharmaceuticals, Inc., et al., including all amendments up to the Preliminary Agreement Date of this agreement. A State may elect to add any additional Subdivisions and Special Districts to this Exhibit G at any time prior to the Initial Participation Date.

Immediately upon the effectiveness of any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by subsection VIII.E.3 (or upon the effectiveness of an amendment to any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by subsection VIII.E.3) that addresses allocation from the Subdivision Fund, whether before or after the Initial Participation Date, this Exhibit G will automatically be amended to reflect the allocation from the Subdivision Fund pursuant to the StateSubdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by subsection VIII.E.3.

For the avoidance of doubt, inclusion on this Exhibit G shall not create any claim for any amount of the Settlement Fund, and no such amounts shall be allocated or distributed to any Subdivision or Special District included herein if such Subdivision or Special District does not otherwise meet all requirements to receive any such funds pursuant to the Agreement. (List Forthcoming)
H-1

EXHIBIT H
[Intentionally Omitted]
I-1

EXHIBIT I
Subdivisions with a Population Greater than 10,0001
(See Distributors’ Exhibit I)
1 Entities denoted with an asterisk (*) are Primary Subdivisions with a population greater than 30,000. All other entities listed have populations greater than 10,000 but less than 30,000.

J-1
EXHIBIT J-1
AbbVie Entities
Exhibit 21
List Of Subsidiaries
The following is a list of subsidiaries of AbbVie Inc. as of December 31, 2021. AbbVie is not a subsidiary of any other corporation.

Domestic Subsidiaries Incorporation
AbbVie Aviation LLC Illinois
AbbVie Biopharmaceuticals LLC Delaware
AbbVie Bioresearch Center Inc. Delaware
AbbVie Biotech Ventures Inc. Delaware
AbbVie Biotherapeutics Inc. Delaware
AbbVie Domestic Holdings Inc. Delaware
AbbVie Endocrine Inc. Delaware
AbbVie Endocrinology Inc. (d/b/a Pharmacy Solutions) Delaware AbbVie Finance Corporation Delaware
AbbVie Finance LLC Delaware
AbbVie Global Inc. Delaware
AbbVie Global Holdings Inc. Delaware
AbbVie Holdco Inc. Delaware
AbbVie Holdings Inc. Delaware
AbbVie International Inc. Delaware
AbbVie Investments Inc. Delaware
AbbVie Pharma Inc. Delaware
AbbVie Pharmaceuticals LLC Delaware
AbbVie Products LLC Georgia
AbbVie Purchasing LLC Delaware
AbbVie Resources Inc. Delaware
AbbVie Resources International Inc. Delaware
AbbVie Respiratory LLC Delaware
AbbVie Sales Inc. Delaware
AbbVie Services Inc. Delaware
AbbVie Stemcentrx LLC Delaware
AbbVie Subsidiary LLC Delaware
AbbVie US Holdings LLC Delaware
AbbVie US LLC Delaware
AbbVie Ventures LLC Delaware
Aeropharm Technology, LLC Delaware
AGN International Inc. Delaware
AGN Kythera, LP Delaware
AGN Labs LLC Delaware
AGN LLC Delaware
AGN Sundry, LLC Delaware
Allergan Akarna LLC Delaware
Allergan Finance, LLC Nevada
ALLERGAN FINCO 2 INC. Delaware
ALLERGAN FINCO INC. Delaware
Allergan GI Corp Delaware
Allergan GP Holding LLC Delaware
Allergan Holdco US, Inc. Delaware
Allergan Holdings B1, Inc. Delaware
Allergan Holdings, Inc. Delaware
Allergan, Inc. Delaware
Allergan Laboratories, LLC Delaware
Allergan Lending 2 LLC Delaware
Allergan Lending LLC Delaware
Allergan Pharma Inc. Delaware
Allergan Property Holdings, LLC Delaware
Allergan Puerto Rico Holdings, Inc. Delaware
Allergan Sales Puerto Rico, Inc. California
Allergan Sales, LLC (d/b/a Allergan; d/b/a Bioscience Laboratories) Delaware Allergan Therapeutics LLC Delaware
Allergan USA, Inc. (d/b/a Pacificom / Pacific Communications) Delaware Allergan W.C. Holding Inc. Delaware
Anterios, Inc. Delaware
Aptalis Pharma US, Inc. Delaware
AqueSys, Inc. Delaware
BioDisplay Technologies, Inc. Illinois
Bonti, Inc. Delaware
Cearna Aesthetics, Inc. Delaware
Chase Pharmaceuticals Corporation Delaware
Del Mar Indemnity Company LLC Hawaii
Durata Holdings, Inc. Delaware
Durata Therapeutics, Inc. Delaware
Durata Therapeutics U.S. Limited Delaware
Eden Biodesign, LLC Delaware
Envy Medical, Inc. Delaware
Exemplar Pharma, LLC Delaware
Foresight Vision5, Inc. Delaware
Fremont Holding L.L.C. Delaware
Furiex Pharmaceuticals LLC Delaware
IEP Pharmaceutical Devices, LLC Delaware
Keller Medical, Inc. Delaware
Knoll Pharmaceutical Company New Jersey
KOS Pharmaceuticals, Inc. Delaware
Life Properties Inc. Delaware
LifeCell Corporation Delaware
MAP Pharmaceuticals, LLC Delaware
Mavupharma, Inc. Delaware
MPEX Pharmaceuticals, Inc. Delaware
Naurex Inc. Delaware
Oculeve, Inc. Delaware
Organics L.L.C. Delaware
Pacific Pharma, Inc. Delaware
Pharmacyclics LLC Delaware
Pharmax Holding Limited Delaware
Repros Therapeutics Inc. Delaware
Rowell Laboratories, Inc. Minnesota
RP Merger Sub, Inc. Delaware
Sapphire Merger Sub, Inc. Delaware
Silicone Engineering, Inc. California
Soliton Inc. Delaware
Suffolk Merger Sub, Inc. Delaware
TeneoOne, Inc. Delaware
Tobira Therapeutics, Inc. Delaware
Topokine Therapeutics, Inc. Delaware
Transderm, Inc. Delaware
Unimed Pharmaceuticals, LLC Delaware
Venice Subsidiary LLC Delaware
Vicuron Pharmaceuticals LLC Delaware
Vitae Pharmaceuticals, LLC Delaware
Warner Chilcott Leasing Equipment Inc. Delaware
W
arnerChilcottSales(US), LLCDelaware
ZeltiqALLCDelaware
ZeltiqAesthetics, Inc. Delaware
Zeltiq International, LLCDelaware
Foreign Subsidiaries Incorporation
AbbVie S.A. Argentina
Allergan Productos Farmaceuticos S.A. Argentina
Allergan Australia Pty Limited Australia
Elastagen Pty Ltd Australia
Kythera Biopharmaceuticals Australia Pty Ltd Australia
AbbVie Pty Ltd Australia
AbbVie GmbH Austria
AbbVie Bahamas Ltd. Bahamas
AbbVie SA Belgium
Allergan N.V. Belgium
Odyssea Pharma SPRL Belgium
AbbVie Ltd Bermuda
AbbVie Biotechnology Ltd Bermuda
AbbVie Finance Limited Bermuda
AbbVie Global Enterprises Ltd. Bermuda
AbbVie Holdings Unlimited Bermuda
Allergan Development Ventures I, LP Bermuda
Allergan Holdings B Ltd. Bermuda
Allergan Holdings B2, Ltd. Bermuda
Kythera Holdings Ltd Bermuda
Warner Chilcott Holdings Company II, Limited Bermuda
Warner Chilcott Holdings Company III, Limited Bermuda
Warner Chilcott Limited Bermuda
AbbVie d.o.o. Bosnia
AbbVie Farmacêutica Ltda. Brazil
Allergan Productos Farmaceuticos Ltda. Brazil
AbbVie EOOD Bulgaria
Allergan Bulgaria EOOD Bulgaria
AbbVie Corporation Canada
AbbVie Holdings Corporation Canada
Allergan Inc. Canada
Aptalis Pharma Canada ULC Canada (Alberta)
Allergan Holdings C, Ltd. Cayman Islands
Allergan Overseas Holding Cayman Islands
Pharmacyclics Cayman Ltd. Cayman Islands
Stemcentrx Cayman Ltd. Cayman Islands
AbbVie Productos Farmacéuticos Limitada Chile
Allergan Laboratorios Limitada Chile
AbbVie Pharmaceutical Trading (Shanghai) Co., Ltd. China Allergan (Chengdu) Medical Aesthetics Clinic Co., Ltd. China Allergan Information Consulting (Shanghai) Co., Ltd. China Allergan Medical Device (Shanghai) Co., Ltd. China
AbbVie S.A.S. Colombia
Allergan de Colombia S.A. Colombia
Allergan Costa Rica S.R.L. Costa Rica
AbbVie d.o.o. Croatia
AbbVie Limited Cyprus
AbbVie s.r.o. Czech Republic
Allergan CZ, s.r.o. Czech Republic
AbbVie A/S Denmark
Allergan ApS Denmark
AbbVie, S.R.L. Dominican Republic
AbbVie L.L.C. Egypt
AbbVie OÜ Estonia
AbbVie Oy Finland
Allergan Finland Oy Finland
AbbVie SAS France
Allergan France SAS France
Allergan Holdings France SAS France
Allergan Industrie SAS France
Eurand France S.A.S. France
Forest Holdings France S.A.S. France
AbbVie Biotechnology GmbH Germany
AbbVie Deutschland GmbH & Co. KG Germany
AbbVie Komplementär GmbH Germany
AbbVie Pharmaceuticals GmbH Germany
AbbVie Real Estate Management GmbH Germany
Allergan GmbH Germany
AbbVie (Gibraltar) Holdings Limited Gibraltar
AbbVie (Gibraltar) Limited Gibraltar
AbbVie Pharmaceuticals Societe Anonyme Greece
Allergan Hellas Pharmaceuticals S.A. Greece
AbbVie, Socieded Anonima Guatemala
AbbVie Limited Hong Kong
Allergan Hong Kong Limited Hong Kong
AbbVie Gyogyszerkereskedelmi Korlatolt Felelossegu Tarsasag Hungary Allergan Hungary Kft. Hungary
Allergan Healthcare India Private Limited India
Allergan India Private Limited* India
AbbVie International Holdings Unlimited Company Ireland AbbVie Ireland Holdings Unlimited Company Ireland
AbbVie Ireland Unlimited Company Ireland
AbbVie Limited Ireland
AbbVie Manufacturing Management Unlimited Company Ireland Allergan Botox Unlimited Company (In voluntary liquidation) Ireland Allergan Equities Unlimited Company Ireland
Allergan Furiex Ireland Limited (In voluntary liquidation) Ireland Allergan Holdings Unlimited Company Ireland
Allergan Ireland Holdings Unlimited Company Ireland
Allergan Ireland Limited Ireland
Allergan Limited Ireland
Allergan Pharma Limited Ireland
Allergan Pharmaceuticals Holdings (Ireland) Unlimited Company (In voluntary liquidation) Ireland
Allergan Pharmaceuticals International Limited Ireland
Allergan Pharmaceuticals Ireland Unlimited Company Ireland Allergan Services International, Unlimited Company Ireland Allergan WC Ireland Holdings Limited Ireland
Forest Laboratories Ireland Limited Ireland
Fournier Laboratories Ireland Limited Ireland
Pharmacyclics (Europe) Limited Ireland
Tosara Exports Limited (In voluntary liquidation) Ireland Warner Chilcott Intermediate (Ireland) ULC Ireland
Zeltiq Ireland International Holdings Unlimited Company Ireland Zeltiq Ireland Unlimited Company Ireland
AbbVie Biopharmaceuticals Ltd. Israel
Allergan Israel Ltd. Israel
Marbelle Threads Ltd. Israel
AbbVie S.r.l. Italy
Allergan S.p.A. Italy
Aptalis Pharma S.r.l. Italy
AbbVie GK Japan
Allergan International YK Japan
Allergan Japan KK Japan
Allergan K.K. Japan
Allergan NK Japan
AbbVie Ltd Korea, South
Allergan Korea Ltd. Korea, South
AbbVie SIA Latvia
AbbVie UAB Lithuania
Allergan Baltics, UAB Lithuania
AbbVie Biotherapeutics S.àr.l. Luxembourg
AbbVie Holdings S.à r.l. Luxembourg
AbbVie Global S.à r.l. Luxembourg
Allergan AHI S.à r.l. Luxembourg
Allergan Capital 2 S.à r.l. Luxembourg
Allergan Capital S.à r.l. Luxembourg
Allergan Europe S.à r.l. Luxembourg
Allergan Finance S.à r.l. Luxembourg
Allergan Funding SCS Luxembourg
Allergan Global S.à r.l. Luxembourg
Allergan Holdings S.à r.l. Luxembourg
Allergan International Holding S.à r.l. Luxembourg
Allergan Luxembourg International S.à r.l. Luxembourg
Allergan WC 1 S.à r.l. Luxembourg
Allergan WC 2 S.à r.l. Luxembourg
AbbVie Sdn. Bhd. Malaysia
Allergan Malaysia Sdn Bhd Malaysia
Allergan Malta Holding Limited Malta
Allergan Malta II Limited Malta
Allergan Malta Limited Malta
AbbVie Farmacéuticos, S.A. de C.V. Mexico
Allergan Servicios Profesionales, S. de R.L. de C.V. Mexico Allergan, S.A. de C.V. Mexico
AbbVie B.V. Netherlands
AbbVie Central Finance B.V. Netherlands
AbbVie Enterprises B.V. Netherlands
AbbVie Finance B.V. Netherlands
AbbVie Ireland NL B.V. Netherlands
AbbVie Japan Holdings B.V. Netherlands
AbbVie Logistics B.V. Netherlands
AbbVie Nederland Holdings B.V. Netherlands
AbbVie Pharmaceuticals B.V. Netherlands
AbbVie Research B.V. Netherlands
AbbVie Venezuela B.V. Netherlands
AbbVie Venezuela Holdings B.V. Netherlands
Allergan B.V. Netherlands
Aptalis Holding B.V. Netherlands
Aptalis Netherlands B.V. Netherlands
Forest Finance B.V. Netherlands
Warner Chilcott Nederland B.V. Netherlands
AbbVie Limited New Zealand
Allergan New Zealand Limited New Zealand
AbbVie AS Norway
Allergan AS Norway
AbbVie, S. de R.L. Panama
Allergan Healthcare Philippines, Inc. Philippines
AbbVie Polska Sp. z o.o. Poland
AbbVie Sp. z o.o. Poland
Allergan Sp. z o.o. Poland
AbbVie, L.da Portugal
AbbVie Promoção, L.da Portugal
AbbVie Corp Puerto Rico
Knoll LLC Puerto Rico
AbbVie S.R.L. Romania
AbbVie Trading S.R.L. Romania
Allergan S.R.L. Romania
AbbVie Limited Liability Company Russia
Allergan C.I.S. S.a.r.l. Russia
Allergan Saudi Arabia LLC* Saudi Arabia
Allergan d.o.o. Beograd Serbia
AbbVie Operations Singapore Pte. Ltd. Singapore
AbbVie Pte. Ltd. Singapore
Allergan Singapore Pte. Ltd. Singapore
AbbVie Holdings s.r.o. Slovakia
AbbVie s.r.o. Slovakia
Allergan SK s.r.o. Slovakia
AbbVie Biofarmacevtska druzba d.o.o. Slovenia
AbbVie (Pty) Ltd. South Africa
Allergan Pharmaceuticals (Proprietary) Limited South Africa AbbVie Spain, S.L. Spain
Allergan S.A. Spain
AbbVie AB Sweden
Allergan Norden AB Sweden
AbbVie AG Switzerland
AbbVie Biopharmaceuticals GmbH Switzerland
Allergan AG Switzerland
Pharmacyclics Switzerland GmbH Switzerland
VarioRaw Percutive S.à r.l. Switzerland
Warner Chilcott Pharmaceuticals S à rl Switzerland
Allergan Pharmaceuticals Taiwan Co. Ltd. Taiwan
AbbVie Ltd. Thailand
Allergan (Thailand) Limited Thailand
AbbVie Sarl Tunisia
AbbVie Tıbbi İlaçlar Sanayi ve Ticaret Limited Şirketi Turkey Allergan Ilaclari Ticaret Anonim Sirketi Turkey
Allergan Ukraine LLC Ukraine
Allergan Middle East Limited United Arab Emirates
AbbVie Australasia Holdings Limited United Kingdom
AbbVie Biotherapeutics Limited United Kingdom
AbbVie Investments Limited United Kingdom
AbbVie Ltd United Kingdom
AbbVie Trustee Company Limited United Kingdom
AbbVie UK Holdco Limited United Kingdom
Akarna Therapeutics, Limited United Kingdom
Allergan Holdco UK Limited United Kingdom
Allergan Holdings Limited United Kingdom
Allergan Limited United Kingdom
Lifecell EMEA Limited (In voluntary liquidation) United Kingdom Renable Pharma Ltd. United Kingdom
Zeltiq Limited (In voluntary liquidation) United Kingdom AbbVie S.A. Uruguay
AbbVie Pharmaceuticals SCA. Venezuela
* Ownership of such subsidiary is less than 100% by AbbVie or an AbbVie subsidiary J-2
EXHIBIT J-2
Allergan Entities
EX-21.1 10 agn-ex211_448.htm EX-21.1
Exhibit 21.1
Name JurisdicƟon of IncorporaƟon
AGN InternaƟonal Inc. US ‐ Delaware
AGN Kythera, L.P. US‐ Delaware
AGN Labs LLC US ‐ Delaware
AGN LLC US ‐ Delaware
AGN Sundry LLC US ‐ Delaware
Akarna TherapeuƟcs, Limited UK
Allergan  WC 1 S.a r.l. Luxembourg
Allergan (Chengdu) Medical AestheƟcs Clinic Co., Ltd. China Allergan (Thailand) Limited Thailand
Allergan AG Switzerland
Allergan AHI  S.à r.l. Management (DIFC Branch) UAB
Allergan AHI S.á r.l. Luxembourg
Allergan AHI S.á r.l.,  Luxembourg, Zweigniederlassung Zug Branch Switzerland Allergan Akarna LLC US ‐ Delaware
Allergan ApS Denmark
Allergan AS Norway
Allergan Australia Pty Limited Australia
Allergan B.V. Netherlands, The
Allergan BalƟcs, UAB Lithuania
Allergan BalƟcs, UAB EesƟ filiaal Estonia Branch
Allergan BalƟcs, UAB Latvijas filias Latvia
Allergan Biologics Ltd. UK
Allergan Botox Unlimited Company   Ireland
Allergan Bulgaria EOOD Bulgaria
Allergan C.I.S. SARL Russian FederaƟon
Allergan Capital  S.à r.l.   Luxembourg
Allergan Capital 2 S.à r.l. Luxembourg
Allergan Capital 2 Sarl, Luxembourg, Zweigniederlassung, Zug Switzerland Allergan Capital S.à r.l., Luxembourg, Zweigniederlassung Zug Branch Switzerland Allergan Cayman Islands Irish Branch Ireland
Allergan Costa Rica S.R.L Costa Rica
Allergan CZ, s.r.o. Czech Republic
Allergan d.o.o. Beograd Serbia
Allergan de Colombia S.A. Colombia
Allergan de Venezuela, C.A. Venzuela
Allergan Development Ventures I Ireland Unlimited Company Ireland Allergan Development Ventures I LP Bermuda
Allergan Development Ventures I UK   UK
Allergan EquiƟes Unlimited Company Ireland
Allergan Europe S.à r.l. Luxembourg
Allergan Finance  S.à r.l.   Luxembourg
Allergan Finance, LLC US ‐ Nevada
Allergan Finco 2 Inc. US ‐ Delaware
Allergan Finco Inc. US ‐ Delaware
agn-ex211_448.htm https://www.sec.gov/Archives/edgar/data/1578845/00015645902000503... 1 of 5 12/3/2021, 5:42 PM
Exhibit 21.1
Allergan Finland Oy Finland
Allergan France SAS France
Allergan Funding SCS Luxembourg
Allergan Furiex Ireland Limited Ireland
Allergan GI Corp. US ‐ Delaware
Allergan Global S.à r.l. Luxembourg
Allergan GmbH Germany
Allergan GP Holding LLC US‐ Delaware
Allergan Healthcare India Private Limited India
Allergan Healthcare Philippines, Inc. Philippines
Allergan Hellas PharmaceuƟcals S.A. Greece
Allergan Holdco UK Limited UK
Allergan Holdco US, Inc. US ‐ Delaware
Allergan Holdings B Ltd. Bermuda
Allergan Holdings B1, Inc. US ‐ Delaware
Allergan Holdings B2 Limited Bermuda
Allergan Holdings C Ltd Cayman Island
Allergan Holdings France SAS France
Allergan Holdings Limited UK
Allergan Holdings S. à r.l. Luxembourg
Allergan Holdings Unlimited Company Ireland
Allergan Holdings, Inc. US ‐ Delaware
Allergan Hong Kong Limited Hong Kong
Allergan Hungary KŌ. Hungary
Allergan Ilaclari Ticaret A.S. Turkey
Allergan Inc.   Canada
Allergan India Private Limited India
Allergan Industrie SAS France
Allergan InformaƟon ConsulƟng (Shanghai) Co., Ltd. China Allergan InternaƟonal Holding  S.à r.l. Luxembourg
Allergan InternaƟonal YK Japan
Allergan Ireland Finance Limited   Ireland
Allergan Ireland Holdings Unlimited Company Ireland
Allergan Ireland Limited   Ireland
Allergan Israel Limited Israel
Allergan Japan KK Japan
Allergan KK Japan
Allergan Korea Ltd Korea
Allergan Laboratories, LLC US ‐ Delaware
Allergan Laboratorios Limitada Chile
Allergan Lending 2 LLC US ‐ Delaware
Allergan Lending LLC US ‐ Delaware
Allergan Limited UK
Allergan Luxembourg InternaƟonal S.à r.l.   Luxembourg
Allergan Malaysia Sdn. Bhd. Malaysia
agn-ex211_448.htm https://www.sec.gov/Archives/edgar/data/1578845/00015645902000503... 2 of 5 12/3/2021, 5:42 PM
Exhibit 21.1
Allergan Malta Holding Limited Malta
Allergan Malta II Limited Malta
Allergan Malta Limited Malta
Allergan Medical Device  (Shanghai) Co., Ltd. China
Allergan Middle East Limited   United Arab Emirates
Allergan N.V. Belgium
Allergan New Zealand Ltd. New Zealand
Allergan NK Japan
Allergan Norden AB Sweden
Allergan Norden AB Finnish branch Finland
Allergan Overseas Holding Cayman Island
Allergan Pharma Inc. US ‐ Delaware
Allergan Pharma Limited Ireland
Allergan PharmaceuƟcals  (Proprietary) Ltd. South Africa Allergan PharmaceuƟcals Holdings (Ireland) Unlimited Company Ireland Allergan PharmaceuƟcals InternaƟonal Limited Ireland
Allergan PharmaceuƟcals InternaƟonal Limited Jordan Office Jordan Allergan PharmaceuƟcals InternaƟonal Limited Lebanon Office Lebanon Allergan PharmaceuƟcals Ireland Ireland
Allergan PharmaceuƟcals Taiwan Co. Ltd. Taiwan
Allergan Productos FarmaceuƟcos S.A. ArgenƟna
Allergan Produtos FarmaceuƟcos Ltda. Brazil
Allergan Property Holdings, LLC US ‐ Delaware
Allergan Puerto Rico Holdings, Inc. US ‐ Delaware
Allergan S.A. Spain
Allergan S.p.A. Italy
Allergan Sales Puerto Rico, Inc. US ‐ California
Allergan Sales, LLC (d/b/a Allergan; d/b/a Bioscience Laboratories) US ‐ Delaware Allergan Saudi Arabia LLC Saudi Arablia
Allergan ScienƟfic Office Egypt
Allergan Services InternaƟonal Unlimited Company Ireland Allergan Servicios Profesionales, S. de R.L. de C.V. Mexico Allergan Singapore Pte. Ltd. Singapore
Allergan Singapore Pte. Ltd. Indonesia Rep Office Indonesia Allergan Singapore Pte. Ltd. Vietnam Rep Office Vietnam Allergan SK s.r.o. Slovak Republic
Allergan Sp. z.o.o. Poland
Allergan S.R.L. Romania
Allergan TherapeuƟcs LLC US‐ Delaware
Allergan UK LLP UK
Allergan Ukraine, LLC Ukraine
Allergan USA, Inc. (d/b/a Pacificom / Pacific CommunicaƟons) US ‐ Delaware Allergan W.C. Holding Inc. US ‐ Delaware
Allergan WC 2 S.a r.l. Luxembourg
Allergan WC Ireland Holdings Ltd. Ireland
agn-ex211_448.htm https://www.sec.gov/Archives/edgar/data/1578845/00015645902000503... 3 of 5 12/3/2021, 5:42 PM
Exhibit 21.1
Allergan, Inc. US ‐ Delaware
Allergan, S.A. de C.V. Mexico
Anterios, Inc. US ‐ Delaware
Aptalis Holding B.V. Netherlands, The
Aptalis Netherlands B.V. Netherlands, The
Aptalis Pharma Canada ULC Canada
Aptalis Pharma S.r.l. Italy
Aptalis Pharma UK Limited UK
Aptalis Pharma US, Inc. US ‐ Delaware
AqueSys, Inc. US ‐ Delaware
BonƟ, Inc. US ‐ Delaware
Cearna AestheƟcs, Inc US ‐ Delaware
Chase PharmaceuƟcals CorporaƟon US ‐ Delaware
Collagen Luxembourg SA Luxembourg
Del Mar Indemnity Company, LLC US ‐ Hawaii
Durata Holdings, Inc. US ‐ Delaware
Durata TherapeucƟcs U.S. Limited US ‐ Delaware
Durata TherapeuƟcs, Inc. US ‐ Delaware
Eden Biodesign, LLC US ‐ Delaware
Elastagen Pty Limited Australia
Envy Medical, Inc. US ‐ Delaware
Eurand France S.A.S. France
Exemplar Pharma LLC US ‐ Delaware
Forest Finance B.V. Netherlands, The
Forest Holdings France S. A.S. France
Forest Laboratories Holdings Limited Ireland
Forest Laboratories Ireland Ltd Ireland
ForSight VISION5, Inc. US ‐ Delaware
Furiex PharmaceuƟcals, LLC US ‐ Delaware
Keller Medical, Inc. US ‐ Delaware
Kythera BiopharmaceuƟcals Australia Pty Ltd. Australia
Kythera Holdings Ltd. Bermuda
LifeCell CorporaƟon US ‐ Delaware
LifeCell EMEA Limited UK
LifeCell EMEA Limited Austria branch Austria
LifeCell EMEA Limited Italy branch Italy
LifeCell EMEA Limited Sucursal en Espaňa Spain
LifeCell EMEA Limited, Zweigniederlassung Zürich Switzerland LifeCell Medical Resources Limited in voluntary liquidaƟon Ireland MAP PharmaceuƟcals LLC US ‐ Delaware
McGhan Ireland Holdings Ltd. Ireland
McGahn Limited Ireland
MPEX PharmaceuƟcals, Inc. US ‐ Delaware
Naurex Inc. US ‐ Delaware
Northwood Medical InnovaƟon, Ltd. UK
agn-ex211_448.htm https://www.sec.gov/Archives/edgar/data/1578845/00015645902000503... 4 of 5 12/3/2021, 5:42 PM
Exhibit 21.1
Oculeve, Inc. US ‐ Delaware
Odyssea Pharma SPRL Belgium
Pacific Pharma, Inc. US ‐ Delaware
Pharm‐Allergan GmbH Austria branch Austria
Pharmax Holding Limited US ‐ Delaware
Renable Pharma Limited UK
Repros TherapeuƟcs Inc,. US‐ Delaware
RP Merger Sub, Inc. US ‐ Delaware
Seabreeze Silicone Unlimited Company Ireland
Silicone Engineering Inc. US ‐ California
Tobira TherapeuƟcs, Inc. US ‐ Delaware
Topokine TherapeuƟcs, Inc. US ‐ Delaware
Tosara Exports  Limited Ireland
Transderm, Inc. US ‐ Utah
Varioraw PercuƟve Sàrl Switzerland
Vicuron PharmaceuƟcals LLC US ‐ Delaware
Viokace LLC US ‐ Delaware
Vitae PharmaceuƟcals LLC US ‐ Delaware
Warner ChilcoƩ Holdings Company II, Limited Bermuda
Warner ChilcoƩ Holdings Company III, Limited Bermuda
Warner ChilcoƩ Intermediate (Ireland) Limited Ireland
Warner ChilcoƩ Leasing Equipment Inc. US ‐ Delaware
Warner ChilcoƩ Limited Bermuda
Warner ChilcoƩ Nederland B.V. Netherlands, The
Warner ChilcoƩ PharmaceuƟcals S. àr.l. Switzerland
Warner ChilcoƩ Sales (US), LLC US ‐ Delaware
ZELTIQ A, LLC US ‐ Delaware
ZELTIQ AestheƟcs, Inc. US ‐ Delaware
ZELTIQ InternaƟonal, LLC US ‐ Delaware
ZELTIQ InternaƟonal, LLC ‐ Singapore Branch Singapore
ZELTIQ Ireland InternaƟonal Holdings UC Ireland
ZELTIQ Ireland Unlimited Company Ireland
ZELTIQ Limited United Kingdom
ZelƟq Limited Spanish branch Spain
Zenpep LLC US ‐ Delaware
agn-ex211_448.htm https://www.sec.gov/Archives/edgar/data/1578845/00015645902000503... 5 of 5 12/3/2021, 5:42 PM
J-3
EXHIBIT J-3
Divested Entities
LA_LAN01:289784.8A
OC\2075745.21
Schedule 4.6(c) - Transferred Group
Ownership interest of Seller Parent and its Subsidiaries is 100% unless otherwise indicated.

Company Name Jurisdiction of
Incorporation

1. Warner Chilcott Company, LLC Puerto Rico

2. Warner Chilcott (Ireland) Limited Ireland

3. Warner Chilcott Finance LLC. Delaware

4. Warner Chilcott Australia Pty. Ltd. Australia

5. Warner Chilcott Pharmaceuticals B.V.B.A. Belgium

6. Warner Chilcott France SAS France

7. Warner Chilcott Italy S.r.l. Italy

8. Actavis Pharma Iberia S.L. (f/k/a Warner Chilcott Iberia S.L.) Spain

9. Robin Hood Holdings Ltd. Malta

10. Paomar plc Cyprus

11. Actavis Pharma Pty Ltd. Australia

12. Makoff R&D Laboratories, Inc. California

13. R&D Pharmaceutical, Inc. California

14. R&D Ferriecit Capital Resources, Inc. California

15. R&D Research & Development Corp. California

16. R&D New Media Services, Inc. California

17. Royce Laboratories, Inc. Florida

18. Royce Research Group, Inc. Florida

19. Royce Research & Development Limited Partnership I Florida

20. The Rugby Group, Inc. New York
CONFIDENTIAL - SUBJECT TO PROTECTIVE ORDER ALLERGAN_TX_00037736 LA_LAN01:289784.8A
OC\2075745.21
Company Name Jurisdiction of
Incorporation

21. Watson Laboratories, Inc. Ohio New York

22. Rugby Laboratories, Inc. New York

23. Changzhou Siyao Pharmaceuticals Co., Ltd. (25%) China

24. Watson Pharmaceuticals (Asia) Ltd. BVI

25. WP Holdings, Ltd. BVI

26. Watson Pharmaceuticals, China Ltd BVI

27. Med All Enterprise Consulting (Shanghai) Co. Ltd. China

28. Nicobrand Limited Northern Ireland

29. Watson Pharmaceuticals International Ltd. BVI

30. Watson Diagnostics, Inc. Delaware

31. Actavis Laboratories NY, Inc. New York

32. Circa Pharmaceuticals West, Inc. California

33. Circa Sub New York

34. Andrx LLC Delaware

35. Andrx South Carolina I, Inc. South Carolina

36. Andrx Pharmaceuticals (Mass), Inc. Florida

37. Andrx Pharmaceuticals Equipment #1, LLC Florida

38. Andrx Pharmaceuticals (NC) Inc. Florida

39. Andrx Pharmaceuticals, (NC) Equipment LLC Delaware

40. SR Six, Inc. Florida

41. RxAPS, Inc. Florida

42. Andrx Pharmaceuticals Sales and Marketing, Inc. Florida

43. Actavis Laboratories FL, Inc. Florida
CONFIDENTIAL - SUBJECT TO PROTECTIVE ORDER ALLERGAN_TX_00037737 LA_LAN01:289784.8A
OC\2075745.21
Company Name Jurisdiction of
Incorporation

44. Watson Management Corporation Florida

45. Watson Therapeutics, Inc. Florida

46. Andrx Pharmaceuticals, LLC Delaware

47. Andrx Labs LLC Delaware

48. Andrx Laboratories (NJ) Inc. Delaware

49. Watson Cobalt Holdings, LLC Delaware

50. Watson Manufacturing Services, Inc. Delaware

51. Natrapac, Inc. Utah

52. Coventry Acquisition, LLC Delaware

53. Cobalt Laboratories, LLC Delaware

54. Watson Pharma Private Ltd. India

55. Watson Laboratories, LLC Delaware

56. Actavis Puerto Rico Holdings Inc. Delaware

57. Actavis US Holding LLC Delaware

58. Actavis LLC Delaware

59. Actavis South Atlantic LLC Delaware

60. Actavis Elizabeth LLC Delaware

61. Actavis Kadian LLC Delaware

62. Actavis Mid Atlantic LLC Delaware

63. Actavis Totowa LLC Delaware

64. Actavis Pharmaceuticals NJ, Inc. Delaware

65. Watson Laboratories, Inc. Connecticut

66. Watson Laboratories, Inc. – Arizona Delaware
CONFIDENTIAL - SUBJECT TO PROTECTIVE ORDER ALLERGAN_TX_00037738 LA_LAN01:289784.8A
OC\2075745.21
Company Name Jurisdiction of
Incorporation

67. Schein Bayer Pharmaceutical Services, Inc. Delaware

68. Schein Pharmaceutical International, Inc. Delaware

69. Schein Pharmaceutical Ltd Bermuda

70. Marsam Pharma, LLC Delaware

71. MSI, Inc. Delaware

72. Actavis Holding 2 Sàrl Luxembourg

73. Actavis Services (Asia) Ltd. Malta

74. Arrow Laboratories, Ltd. Malta

75. Arrow Supplies, Ltd.* Malta

76. Marrow Pharmaceuticals Research & Development Co Ltd. (50%) China

77. Actavis S.à.r.l. Luxembourg

78. “Specifar” Greece

79. Alet Greece

80. Ascent Pharmahealth Pty Ltd Australia

81. Actavis Australia Pty Ltd Australia

82. Ascent Australia Pty Ltd Australia

83. Actavis Pty Ltd Australia

84. Ascent Pharma Pty Ltd. Australia

85. Ascent Pharmahealth Asia Pte Ltd Singapore

86. Drug Houses of Australia Pte Ltd. Singapore

87. Ascent Pharmahealth Hong Kong Ltd. Hong Kong

88. Actavis Sdn. Bhd. Malaysia

89. Arrow Group ApS Denmark
CONFIDENTIAL - SUBJECT TO PROTECTIVE ORDER ALLERGAN_TX_00037739 LA_LAN01:289784.8A
OC\2075745.21
Company Name Jurisdiction of
Incorporation

90. Arrow ApS Denmark

91. Makewhey Products Pty. Ltd.** South Africa

92. Actavis Holdings South Africa (Pty) Ltd. South Africa

93. Actavis Pharma (Pty) Ltd. South Africa

94. Actavis (Pty) Ltd. South Africa

95. Scriptpharm Marketing (Pty) Ltd South Africa

96. Referral-Net (Pty) Ltd.* South Africa

97. Spear Pharmaceuticals (Pty) Ltd South Africa

98. Pharmascript Pharmaceuticals Ltd. (64.8%) South Africa

99. Arrow Pharma Tender (Pty) Ltd.** (65%) South Africa 100. Zelphy 1308 (Pty) Ltd. South Africa
101. Arrowblue Produtos Farmaceuticos SA Portugal
102. Bowmed Ltd UK
103. Selamine Ltd. Ireland
104. Seeker Investments Ltd. BVI
105. SC Pharma (Pty) Ltd. (25%) Australia
106. Willow Pharmaceuticals Pty Ltd. Australia
107. Medis Pharma Pty Ltd Australia
108. Eremad Pty Ltd. Australia
109. Arrow Läkemedel AB Sweden
110. Arrow Generics Ltd. UK
111. Arrow No 7 Ltd UK
112. Breath Ltd UK
CONFIDENTIAL - SUBJECT TO PROTECTIVE ORDER ALLERGAN_TX_00037740 LA_LAN01:289784.8A
OC\2075745.21
Company Name Jurisdiction of
Incorporation
113. Soosysoo Ltd. (50%)** BVI
114. Actavis New Zealand Limited New Zealand
115. Watson Laboratories, S. de R.L. de C.V Mexico
116. Actavis Pharma Company Canada
117. Abri Pharmceuticals Company Canada
118. Actavis Pharma Holding 4 ehf. (APH4) Iceland
119. Actavis Pharma Holding 5 ehf. (APH5) Iceland
120. Actavis Group ehf. Iceland
121. Actavis Group PTC ehf. Iceland
122. Actavis Dutch Holding BV Netherlands
123. LLC Actavis Russia
124. Actavis Ilaclari AS # Turkey
125. Actavis ehf. Iceland
126. Medis ehf. Iceland
127. Medis Pharma France SAS France
128. Medis-Danmark A/S.* Denmark
129. Actavis Ireland Ltd. Ireland
130. Actavis Italy S.p.A. Italy
131. Actavis Isle of Man Ltd. Isle of Man
132. Actavis Nordic A/S Denmark
133. Actavis Oy Finland
134. UAB Actavis Baltics Lithuania
135. Actavis Holding AB Sweden
CONFIDENTIAL - SUBJECT TO PROTECTIVE ORDER ALLERGAN_TX_00037741 LA_LAN01:289784.8A
OC\2075745.21
Company Name Jurisdiction of
Incorporation
136. Actavis AB Sweden
137. Actavis Holding Germany GmbH Germany
138. Medis Pharma GmbH Germany
139. Actavis A/S Denmark
140. Actavis Norway AS Norway
141. Actavis, S. de. R.L. de C.V. Mexico
142. Actavis Pharma S. de R.L. de C.V. Mexico
143. Actavis Hungary Kft. Hungary
144. Arrow Pharm (Malta) Ltd. Malta
145. Medis Pharma BV Netherlands
146. PharmaPack International B.V. Netherlands
147. Actavis Polska Sp. z.o.o. Poland
148. Actavis International Ltd. Malta
149. Actavis Malta Ltd. Malta
150. Actavis Export International Ltd. Malta
151. Actavis Ltd. (Note: 1 share owned by Dr. Vella) Malta 152. Actavis GmbH Austria
153. Actavis Holdings UK Ltd. UK
154. Actavis Holdings UK II Ltd. UK
155. Actavis UK Ltd. UK
156. Warner Chilcott Acquisition Limited UK
157. Chilcott UK Limited Northern Ireland
158. Warner Chilcott Research Laboratories Ltd. Northern Ireland CONFIDENTIAL - SUBJECT TO PROTECTIVE ORDER ALLERGAN_TX_00037742 LA_LAN01:289784.8A
OC\2075745.21
Company Name Jurisdiction of
Incorporation
159. Warner Chilcott UK Limited Northern Ireland
160. Warner Chilcott Pharmaceuticals UK Limited UK
161. Millbrook (NI) Limited Northern Ireland
162. Auden Mckenzie Holdings Ltd. UK
163. Auden Mckenzie (Pharma Division) Ltd. UK
164. NRIM Ltd. UK
165. Lime Pharma Ltd. UK
166. D3 Pharma Ltd. (38%) UK
167. Actavis d.o.o. Belgrade Serbia
168. Lotus Laboratories Private Ltd. India
169. Actavis Ukraine LLC Ukraine
170. Zdravlje AD Serbia
171. Actavis Switzerland AG Switzerland
172. Oncopharma AG Switzerland
173. Sindan Pharma SRL Romania
174. Actavis SRL Romania
175. Actavis CZ a.s. Czech Republic
176. Actavis S.r.o. Slovak Republic
177. Biovena Pharma Sp. z.o.o. Poland
178. Actavis (Cyprus) Ltd. Cyprus
179. Actavis Operations EOOD Bulgaria
180. Balkanpharma Troyan AD (98.32%) Bulgaria
181. Balkanpharma Dupnitsa AD (98.05%) Bulgaria
CONFIDENTIAL - SUBJECT TO PROTECTIVE ORDER ALLERGAN_TX_00037743 LA_LAN01:289784.8A
OC\2075745.21
Company Name Jurisdiction of
Incorporation
182. Balkanpharma Security EOOD Bulgaria
183. Balkanpharma Healthcare International (Cyprus) Ltd.* Cyprus 184. Actavis EAD Bulgaria
185. Actavis Istanbul Ilac Sanayive Ticaret Ltd. Sirketi Turkey 186. Actavis (MEEA) FZE UAE
187. Actavis Farmacêutica Limitada Brazil
188. Actavis Holding Asia BV Netherlands
189. Actavis Hong Kong Limited Hong Kong
190. China Medicinal & Chemical Industrial Development Group Ltd. (10% interest)
Hong Kong
191. Actavis Pharma Development Centre Private Ltd. India 192. Actavis Pharma Private Ltd. India
193. PT Actavis Indonesia Indonesia
194. Actavis KK Japan
195. Actavis (Asia Pacific) Pte. Ltd. Singapore
196. Silom Medical Co., Ltd Thailand
197. Silom Medical International Co., Ltd. Thailand
198. Forest Laboratories UK Ltd. UK
199. Pharmax Ltd. UK
200. Forest Pharma BV Netherlands
201. Forest Laboratories Osterreich GmbH Austria
202. Forest Laboratories France S.A.S. France
203. Forest Laboratories Deutschland GmbH Germany
CONFIDENTIAL - SUBJECT TO PROTECTIVE ORDER ALLERGAN_TX_00037744 LA_LAN01:289784.8A
OC\2075745.21
Company Name Jurisdiction of
Incorporation
204. Forest Laboratories Italy S.r.L. Italy
205. Forest Laboratories Spain, SL Spain
206. Axcan France (Invest) SAS France
207. Aptalis Pharma SAS France
208. Forest Tosara Ltd. Ireland
209. Actavis Laboratories UT, Inc. Delaware
210. Watson Laboratories, Inc. Nevada
211. Actavis Pharma, Inc. Delaware
212. Arrow International Ltd. Malta
213. Allergan UK Group Ltd. UK
214. Actavis Finance ehf. Iceland
215. Actavis Holdco US, Inc. Delaware
* In Liquidation ** De-Registered
CONFIDENTIAL - SUBJECT TO PROTECTIVE ORDER ALLERGAN_TX_00037745 K-1

EXHIBIT K
Subdivision and Special District Settlement Participation Form Governmental Entity: State:

Authorized Official:

Address 1:

Address 2:

City, State, Zip:

Phone:

Email:

The governmental entity identified above (“Governmental Entity”), in order to obtain and in consideration for the benefits provided to the Governmental Entity pursuant to the Agreement dated November 22, 2022 (“Allergan Settlement”), and acting through the undersigned authorized official, hereby elects to participate in the Allergan Settlement, release all Released Claims against all Released Entities, and agrees as follows.

1. The Governmental Entity is aware of and has reviewed the Allergan Settlement, understands that all terms in this Election and Release have the meanings defined therein, and agrees that by this Election, the Governmental Entity elects to participate in the Allergan Settlement as provided therein.

2. Following the execution of this Settlement Participation Form, the Governmental Entity shall comply with Section III.B of the Allergan Settlement regarding Cessation of Litigation Activities.

3. The Governmental Entity shall, within fourteen (14) days of the Reference Date and prior to the filing of the Consent Judgment, file a request to dismiss with prejudice any Released Claims that it has filed. With respect to any Released Claims pending in In re National Prescription Opiate Litigation, MDL No. 2804, the Governmental Entity authorizes the MDL Plaintiffs’ Executive Committee to execute and file on behalf of the Governmental Entity a Stipulation of Dismissal With Prejudice substantially in the form found at [link to national settlement website page to be provided].

4. The Governmental Entity agrees to the terms of the Allergan Settlement pertaining to Subdivisions and Special Districts as defined therein.

5. By agreeing to the terms of the Allergan Settlement and becoming a Releasor, the Governmental Entity is entitled to the benefits provided therein, including, if applicable, monetary payments beginning after the Effective Date.

6. The Governmental Entity agrees to use any monies it receives through the Allergan Settlement solely for the purposes provided therein.

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7. The Governmental Entity submits to the jurisdiction of the court in the Governmental Entity’s state where the Consent Judgment is filed for purposes limited to that court’s role as provided in, and for resolving disputes to the extent provided in, the Allergan Settlement.

8. The Governmental Entity has the right to enforce the Allergan Settlement as provided therein.

9. The Governmental Entity, as a Participating Subdivision or Participating Special District, hereby becomes a Releasor for all purposes in the Allergan Settlement, including, but not limited to, all provisions of Section V (Release), and along with all departments, agencies, divisions, boards, commissions, Subdivisions, districts, instrumentalities of any kind and attorneys, and any person in their official capacity whether elected or appointed to serve any of the foregoing and any agency, person, or other entity claiming by or through any of the foregoing, and any other entity identified in the definition of Releasor, provides for a release to the fullest extent of its authority. As a Releasor, the Governmental Entity hereby absolutely, unconditionally, and irrevocably covenants not to bring, file, or claim, or to cause, assist in bringing, or permit to be brought, filed, or claimed, or to otherwise seek to establish liability for any Released Claims against any Released Entity in any forum whatsoever. The releases provided for in the Allergan Settlement are intended to be broad and shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to Released Claims and extend to the full extent of the power of the Governmental Entity to release claims. The Allergan Settlement shall be a complete bar to any Released Claim.

10. The Governmental Entity hereby takes on all rights and obligations of a Participating Subdivision or Participating Special District as set forth in the Allergan Settlement.

11. In connection with the releases provided for in the Allergan Settlement, each Governmental Entity expressly waives, releases, and forever discharges any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code, which reads:

General Release; extent. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

A Releasor may hereafter discover facts other than or different from those which it knows, believes, or assumes to be true with respect to the Released Claims, but each Governmental Entity hereby expressly waives and fully, finally, and forever settles, releases and discharges, upon the Effective Date, any and all Released Claims that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would K-3
materially affect the Governmental Entities’ decision to participate in the Allergan Settlement.

12. Nothing herein is intended to modify in any way the terms of the Allergan Settlement, to which the Governmental Entity hereby agrees. To the extent this Settlement Participation Form is interpreted differently from the Allergan Settlement in any respect, the Allergan Settlement controls.

I have all necessary power and authorization to execute this Settlement Participation Form on behalf of the Governmental Entity.

Signature: _____________________________
Name: _____________________________
Title: _____________________________
Date: _____________________________
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EXHIBIT L
Settlement Fund Administrator
(Plaintiffs to Add)
M-1
EXHIBIT M-1
Payment Schedule
EXHIBIT M-1: PAYMENT SCHEDULE
Payment Year Additional
Restitution
Amount & All
Attorneys’ Fees
& Costs Funds
Base Payments
(45%)
Incentives

A, B, & C
(maximum)
(48%)
Incentive D
Part 1
(maximum)
(3.5%)
Incentive D
Part 2
(maximum)
(3.5%)
Total
Abatement
Overall
Total
Year 1
2023: Effective
Date + 30 days
$55,774,789.29 $257,026,678.71 --- ---
---
$257,026,678.71 $312,801,468.00
Year 2
July 15, 2024
$55,774,789.29 $113,091,738.63 $143,934,940.08 --- --- $257,026,678.71 $312,801,468.00 Year 3
July 15, 2025
$55,774,789.27 $113,091,738.63 $143,934,940.08 --- --- $257,026,678.71 $312,801,467.98 Year 4
July 15, 2026
$55,774,789.27 $81,605,970.49 $143,934,940.08 $31,485,768.14 --- $257,026,678.71 $312,801,467.98 Year 5
July 15, 2027
--- $81,605,970.50 $143,934,940.08 $31,485,768.14 --- $257,026,678.72 $257,026,678.72 Year 6
July 15, 2028
--- $81,605,970.50 $143,934,940.08 --- $31,485,768.14 $257,026,678.72 $257,026,678.72 Year 7
July 15, 2029
--- $81,605,970.49 $143,934,940.08 --- $31,485,768.15 $257,026,678.72 $257,026,678.72 Total $223,099,157.12 $809,634,037.95 $863,609,640.48 $62,971,536.28 $62,971,536.29 $1,799,186,751.00 $2,022,285,908.12 NOTES:

1. All figures for the base and incentive payments are maximum figures that reflect the following:
- The credits amount of $350,686,276 for prior settlements, including San Francisco, have already been applied. - An assumption that all Eligible States are Settling States. - An assumption that all incentives are earned.

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2. The Additional Restitution Amount and the state and subdivision fees and costs amounts are broken out into separate columns in Exhibit M-2.

3. Any offsets under Section VII.C for Non-Settling States would be deducted from the base payments and the maximum incentive payments (A, B & C and D) by subtracting from all payments the amount of the payment times the State Allocation Percentage assigned to each NonSettling State in Exhibit F-2.

EXHIBIT M-2: PAYMENT SCHEDULE FOR FEE FUNDS, COST FUNDS AND ADDITIONAL RESTITUTION (Breakdown of Second Column in Exhibit M-1)
Payment Year Attorney Fee and
Cost Fund
(Subdivisions)
State Cost Fund State Outside
Counsel Fee Fund
Additional
Restitution
Amount
Total
(Shown in Ex. M-1,
2 nd Column)
Year 1
2023: Effective Date
+ 30 days
$46,778,855.53 $3,598,373.50 $2,698,780.13 $2,698,780.13 $55,774,789.29 Year 2
July 15, 2024
$46,778,855.53 --- $4,497,966.88 $4,497,966.88 $55,774,789.29 Year 3
July 15, 2025
$46,778,855.52 --- $4,497,966.88 $4,497,966.87 $55,774,789.27 Year 4
July 15, 2026
$46,778,855.52 --- $4,497,966.87 $4,497,966.88 $55,774,789.27 Total $187,115,422.10 $3,598,373.50 $16,192,680.76 $16,192,680.76 $223,099,157.12 M-3
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EXHIBIT N
Additional Restitution Amount Allocation
Alabama 2.3235064275%
American Samoa 0.0249290899%
Arizona 3.4587568289%
Arkansas 1.3572625067%
California 14.4450765453%
Colorado 2.4192554291%
Connecticut 1.8837281232%
District of Columbia 0.2620389205%
Guam 0.0699391581%
Illinois 4.8429924684%
Indiana 3.2276944929%
Iowa 1.0802095029%
Kansas 1.1415833881%
Maine 0.7706700866%
Maryland 3.0729495134%
Massachusetts 3.3539006587%
Michigan 4.9531894399%
Minnesota 1.8887504448%
Missouri 2.9201303591%
Montana 0.4550557494%
N. Mariana Islands 0.0243230499%
Nebraska 0.6073579252%
New Hampshire 0.8422452854%
New Jersey 4.0113502576%
North Carolina 4.7322180042%
North Dakota 0.2475488543%
Oregon 2.0006852452%
Pennsylvania 6.6802688492%
South Carolina 2.2411620291%
Tennessee 3.9138188795%
Texas 9.1626320793%
Utah 1.6695130485%
Vermont 0.3705243381%
Virgin Islands 0.0459606175%
Virginia 3.3197424763%
Washington 3.3762173891%
Wisconsin 2.5599397925%
Wyoming 0.2428727457%
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EXHIBIT O
Adoption of a State-Subdivision Agreement
A State-Subdivision Agreement shall be applied if it meets the requirements of Section VIII and is approved by the State and by the State’s Subdivisions as follows:

1. Requirements for Approval. A State-Subdivision Agreement shall be deemed as agreed to when it has been approved by the State and either (a) Subdivisions whose aggregate “Population Percentages,” determined as set forth below, total more than sixty percent (60%), or (b) Subdivisions whose aggregate Population Percentages total more than fifty percent (50%) provided that these Participating Subdivisions also represent fifteen percent (15%) or more of the State’s counties or parishes (or, in the case of Settling States whose counties and parishes do not function as local governments, 15% of or more of the Settling State’s non-county Subdivisions), by number.

2. Approval Authority. Approval by the State shall be by the Attorney General. Approval by a Subdivision shall be by the appropriate official or legislative body pursuant to the required procedures for that Subdivision to agree to a legally binding settlement.

3. Population Percentage Calculation. For purposes of this Exhibit O only, Population Percentages shall be determined as follows: For States with functional counties or parishes1, the Population Percentage of each county or parish shall be deemed to be equal to (a) (1) two hundred percent (200%) of the population of such county or parish, minus (2) the aggregate population of all Primary Incorporated Municipalities located in such county or parish, divided by (b) two hundred percent (200%) of the State’s population. A “Primary Incorporated Municipality” means a city, town, village or other municipality incorporated under applicable state law with a population of at least 25,000 that is not located within another incorporated municipality. The Population Percentage of each Primary Incorporated Municipality shall be equal to its population (including the population of any incorporated or unincorporated municipality located therein) divided by two hundred percent (200%) of the State’s population; provided that the Population Percentage of a Primary Incorporated Municipality that is not located within a county shall be equal to two hundred percent (200%) of its population (including the population of any incorporated or unincorporated municipality located therein) divided by two hundred percent (200%) of the State’s population. For all States that do not have functional counties or parishes, the Population Percentage of each non-county Subdivision 1 Certain states do not have counties or parishes that have functional governments, including Alaska, Connecticut, Massachusetts, Rhode Island, and Vermont.

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(including any incorporated or unincorporated municipality located therein), shall be equal to its population divided by the State’s population.

4. Preexisting Agreements and Statutory Provisions. A State may include with the notice to its Subdivisions an existing agreement, a proposed agreement, or statutory provisions regarding the distribution and use of settlement funds and have the acceptance of such an agreement or statutory provision be part of the requirements to be an Initial Participating Subdivision.

5. Revised Agreements. A State-Subdivision Agreement that has been revised, supplemented, or refined shall be applied if it meets the requirements of Section VIII and is approved by the State and by the State’s Subdivisions pursuant to the terms above.

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EXHIBIT P
Injunctive Relief
I. DEFINITIONS
A. “Health Care Provider(s)” means any physician or other health care practitioner who is licensed to provide health care services or to prescribe pharmaceutical medications and any medical facility, practice, hospital, clinic, pharmacy, or any other health facility that provides health care services or prescribes or dispenses pharmaceutical medications.

B. “In-Kind Support” means payment or assistance in the form of goods, commodities, services, or anything else of value.

C. “Lobby” and “Lobbying” shall have the same meaning as “lobbying activities” and “lobbying contacts” under the federal lobbying disclosure act, 2 U.S.C. § 1602 et seq., and any analogous state or local provisions governing the person or entity being lobbied. As used in this document, “Lobby” and “Lobbying” include Lobbying directly or indirectly, through grantees or Third Parties.

D. “Opioid(s)” means all naturally occurring, synthetic, or semisynthetic substances that interact with mu-opioid receptors primarily in the central nervous system and have demonstrated addictive properties.

E. “Opioid-Induced Side Effects Treatment Product(s)” shall mean any pharmaceutical product that has been approved by the U.S. Food & Drug Administration (“FDA”) and expressly indicated for the treatment of a specified “Opioid-induced” side effect (such as Movantik® which is “an opioid antagonist indicated for the treatment of opioid-induced constipation”). The term “OpioidInduced Side Effects Treatment Product(s)” shall not include pharmaceutical products that may treat medical conditions that may also be side effects of Opioids or Opioid Products or that may treat someone who uses or has a history of using Opioids or Opioid Products and was diagnosed with certain medical conditions (e.g., anxiety, depression, and Hepatitis C), unless the FDA approved indication states that it is approved to treat a specific “Opioid-induced” side effect by expressly referencing that the side effect was caused by an Opioid or Opioid Product (e.g., “Opioid-induced”). Also, by way of example, the term “OpioidInduced Side Effects Treatment Product(s)” shall not include the following pharmaceutical medications: BOTOX®, CELEXA®, FETIZMA®, HUMIRA®, LEXAPRO®, LINZESS®, NIMBEX®, ORIAHNN®, ORILISSA®, QULIPTA®, RINVOQ®, SAVELLA®, UBRELVY®, ULTANE®, ULTANE NOVAPLUS®, VIBERZI®, or VIEKIRA PAK®.

F. “Opioid Product(s)” means all past, current, and future medications containing Opioids approved by the FDA and listed by the U.S. Drug Enforcement Agency (“DEA”) as Schedule II, III, or IV drugs pursuant to the federal Controlled P-2
Substances Act (including but not limited to buprenorphine, codeine, fentanyl, hydrocodone, hydromorphone, meperidine, methadone, morphine, oxycodone, oxymorphone, tapentadol, and tramadol). The term “Opioid Product(s)” shall not include (1) methadone, buprenorphine, and other substances when used exclusively to treat opioid abuse, addiction, OUD, or overdose; or (2) raw materials, immediate precursors, and/or active pharmaceutical ingredients (“APIs”) used in the manufacture or study of Opioids or Opioid Products, but only when such materials, immediate precursors, and/or APIs are sold or marketed exclusively to DEAlicensed manufacturers or DEA-licensed researchers. Also, by way of example, the terms “Opioid(s)” and “Opioid Product(s)” shall not include pharmaceutical medications that may relieve pain but not by interacting with mu-opioid receptors primarily in the central nervous system, such as BOTOX®, CELEXA®, FETIZMA®, HUMIRA®, LEXAPRO®, LINZESS®, NIMBEX®, ORIAHNN®, ORILISSA®, QULIPTA®, RINVOQ®, SAVELLA®, UBRELVY®, ULTANE®, ULTANE NOVAPLUS®, VIBERZI®, or VIEKIRA PAK®.

G. “OUD” means opioid use disorder defined in the Diagnostic and Statistical Manual of Mental Disorders, Fifth Edition (DSM–5), as updated or amended.

H. “Settling State” shall mean each State or United States territory that meets the participation requirements for becoming a Settling State under Section II of the Allergan Public Global Settlement Agreement and then participates in the Allergan Public Global Settlement Agreement.

I. “Promote,” “Promoting,” “Promotion,” and “Promotional” shall mean dissemination of information or other practices intended or that could reasonably be anticipated to increase the sale, prescription, or utilization of prescription products or that attempt to influence prescribing practices or formulary decisions in the Settling States.

J. “Third Party(ies)” means any person or entity other than Allergan or a Releasor.

K. “Treatment of Pain” means the provision of therapeutic modalities to alleviate or reduce pain.

L. “Unbranded Information” means any information that does not identify a specific branded or generic product.

II. INJUNCTIVE RELIEF
Allergan does not currently manufacture, sell, Promote, or Lobby for any Opioids or Opioid Products. As provided below, Allergan shall not manufacture, sell, Promote, or Lobby for any Opioids or Opioid Products in or for distribution in the Settling States or in a manner that directly affects the Settling States. However, the Parties acknowledge that certain Opioids or Opioid Products sold by Allergan prior to 2021 may still be circulating in the marketplace outside the possession and control of Allergan and the same is not a breach of any terms within this Exhibit P. Further, Allergan does not currently manufacture, sell, Promote, or Lobby for any OpioidInduced Side Effects Treatment Products, and does not have any current intentions to do so in the P-3
future. For the avoidance of doubt, only the Settling States shall have the ability to enforce the terms of this Agreement.

For purposes of this Exhibit P only, Allergan means Allergan Finance, LLC (f/k/a Actavis, Inc., which, in turn, was f/k/a Watson Pharmaceuticals, Inc.), Allergan Limited (f/k/a Allergan plc which, in turn, was f/k/a Actavis plc), and AbbVie Inc., and each of their respective parents (as applicable), subsidiaries, successors, affiliates, and officers, directors, employees, representatives, and agents under the control of the foregoing.

A. Compliance Duration

1. Unless addressed in Section II.A.2 below, each term of Section II of this Exhibit P shall be effective for ten (10) years from the Effective Date and is limited to conduct that involves or affects the Settling States.

2. The provisions of Section II.H.1, Section II.H.2, and Section II.I shall not be subject to any term.

3. Nothing in this Exhibit P shall relieve Allergan of its independent obligation to fully comply with the laws of the Settling States before or after expiration of the injunction period specified in this subsection.

B. Ban on Selling and Manufacturing Opioids

1. Allergan shall not manufacture or sell any Opioids or Opioid Products for distribution in the Settling States. Allergan represents that Kadian® and Norco® were voluntarily discontinued by the end of 2020 and that the last inventory shipped will expire on or before June 30, 2023.

C. Ban on Promotion

1. Allergan shall not engage in Promotion of Opioids or Opioid Products, including but not limited to,by:
a. Employing or contracting with sales representatives, Health Care Providers, any Third Party, or other persons to Promote Opioids or Opioid Products to (i) Health Care Providers,(ii) patients, (iii) thirdparty payors (e.g., any entity, other than an individual, that pays or reimburses for the dispensing of prescription medicines, including but not limited to manage care organizations and pharmacy benefit managers), or (iv) personsinvolved in determining formulary access or treatment guidelines to Promote Opioids or Opioid Products; b. Using speakers, key opinion leaders, thought leaders, lecturers, and/or speaking events for Promotion of Opioids or Opioid Products;
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c. Creating or distributing (directly or indirectly through Third Parties) Promotional materials (such as advertisements) that Promote Opioids or Opioid Products, including but not limited to brochures, newsletters, pamphlets, journals, books, guides, websites or internet advertisements, social media accounts or networks, and providing hyperlinks, engaging in internet search engine optimization, or otherwise directing internet traffic by improving rankings or making content appear among the top results in an internet search or otherwise be more visible or more accessible to the public on the internet to Promote Opioids or Opioid Products; and
d. Disseminating Unbranded Information (such as about a medical condition or disease state) that contains links to branded Promotional information about Opioids or Opioid Products or that generates data that Allergan uses to Promote Opioids or Opioid Products.

2. Allergan shall not engage in the following specific Promotion of Treatment of Pain to Promote Opioids or Opioid Products.
a. Allergan shall not Promote the Treatment of Pain to Promote Opioids, except that Allergan may continue to Promote the Treatment of Pain with non-Opioids.
b. Allergan shall not knowingly Promote the Treatment of Pain to Promote Opioids through Third Parties, except that Allergan may continue to Promote the Treatment of Pain with non-Opioids. c. Allergan shall not Promote the concept that pain is undertreated to Promote Opioids or Opioid Products.
d. Allergan shall not knowingly Promote the concept that pain is undertreated through Third Parties to Promote Opioids or Opioid Products.

3. Allergan shall not engage in the following specific Promotion of OpioidInduced Side Effects Treatment Products to Promote Opioids or Opioid Products.
a. Allergan shall not Promote Opioid-Induced Side Effects Treatment Products with or by referring directly to Opioids or Opioid Products (including with Unbranded Information).
b. Allergan shall not knowingly Promote Opioid-Induced Side Effects Treatment Products with or by referring directly to Opioids or Opioid Products through Third Parties.

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c. Nothing in this section shall prevent Allergan from conveying the information contained in an FDA-approved label in the course of Promotion of Opioid-Induced Side Effects Treatment Products.

4. Section II.C.1-3 is not intended and shall not be interpreted to prohibit or restrict any and all discussions or references to Opioids or Opioid Products or any Allergan conduct (including Promotion) related to non-Opioid Products (including those that are approved for the Treatment of Pain or Opioid-Induced Side Effects Treatment Products) when doing so is not to Promote Opioids or Opioid Products, including, for example, (a) if certain patient populations, such as those with a history of abuse of Opioids or Opioid Products, are identified as having a higher prevalence of other conditions, such as Hepatitis C, or being appropriate candidates for treatment of those other conditions, (b) if such discussions or references relate to products that may treat medical conditions that may also be side effects of Opioids or Opioid Products (e.g., anxiety, depression, and Hepatitis C), and/or (c) if such discussions or references relate to the Promotion of BOTOX®, CELEXA®, FETIZMA®, HUMIRA®,
LEXAPRO®, LINZESS®, NIMBEX®, ORIAHNN®, ORILISSA®,
QULIPTA®, RINVOQ®, SAVELLA®, UBRELVY®, ULTANE®,
ULTANE NOVAPLUS®, VIBERZI®, or VIEKIRA PAK®.

5. Notwithstanding Sections II.C.1-3 directly above, Allergan may engage in non-Promotional conduct, including but not limited to the following:
a. Maintain a corporate website that includes Opioid Products on company’s list of products that contains principally the following content: the FDA-approved package insert, medication guide, and labeling;
b. Maintain a product website for any Opioid Product that contains principally the following content: the FDA-approved package insert, medication guide, and labeling, and a statement directing patients or caregivers to speak with a licensed Health Care Provider; c. Provide the following factual information about Opioid Products sold by Allergan prior to 2021 which may still be circulating in the marketplace outside the possession and control of Allergan: an Opioid Product’s NDC, SKU, or other relevant information such as formulation, package size, dosage, or pricing;
d. Provide or collect information or support the provision or collection of information as expressly required by law or any state or federal government agency with jurisdiction in the Settling State where the information is provided (including but not limited to collecting and/or reporting adverse events related to Opioid Products); P-6
e. Provide the following by mail, electronic mail, on or through Allergan’s corporate or product websites, or through other electronic or digital methods: FDA-approved package insert, medication guide, and labeling for Opioid Products, or other prescribing information for Opioid Products that are published or approved by a state or federal government agency with jurisdiction in the Settling State where the information is provided; f. Provide scientific and/or medical information in response to an unsolicited request by a Health Care Provider consistent with FDA standards, rules, regulations, and/or guidance, including, but not limited to, Responding to Unsolicited Requests for Off-Label Information About Prescription Drugs and Medical Devices (Dec. 2011) as updated or amended by the FDA, and Guidance for Industry, Good Reprint Practices for the Distribution of Medical Journal Articles and Medical or Scientific Reference Publications on Unapproved New Uses of Approved Drugs and Approved or Cleared Medical Devices (Jan. 2009) as updated or amended by the FDA;
g. Provide a response to any unsolicited question or request from a patient or caregiver, directing the patient or caregiver to the FDAapproved package insert, medication guide, and labeling for Opioid Products, to speak with a licensed Health Care Provider without describing the safety or effectiveness of any Opioid Product or naming any specific Health Care Provider, or to speak with their health insurance carrier regarding coverage of an Opioid Product; h. Provide Health Care Economic Information, as defined at 21 U.S.C. § 352(a), to a payor, formulary committee, or other similar entity with knowledge and expertise in the area of health care economic analysis consistent with FDA standards, rules, regulations, and/or guidance, including, but not limited to, FDA’s Draft Questions and Answers Guidance for Industry and Review Staff, Drug and Device Manufacturer Communications With Payors, Formulary
Committees, and Similar Entities (Jan. 2018), as updated or amended by the FDA;
i. Conduct or provide financial support or In-Kind Support for bona fide scientific research; and
j. Draft, publish, or provide financial support or In-Kind Support for bona fide scientific publications.

6. To the extent that Allergan engages in conduct permitted by Section II.C.4 and 5 above, Allergan shall do so in a manner that is truthful, nonmisleading, accurate, and non-deceptive.

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D. No Financial Reward or Discipline Based on Volume of Opioid Product Sales

1. Allergan shall not provide financial incentives to its sales and marketing employees or discipline itssales and marketing employees based upon sales volume or sales quotas for Opioid Products.

2. Allergan shall not offer or pay any remuneration (including any compensation or rebate), directly or indirectly (e.g., through Third Parties), to any person in return for the prescribing, sale, use, or distribution of an Opioid Product (except to the extent a pre-existing contractual or legal requirement exists related to Opioid Products sold by Allergan before 2021).

E. Ban on Funding/Grants to Third Parties

1. Allergan shall not directly or indirectly provide financial support or InKind Support to any Third Party regarding conduct that Promotes Opioids or Opioid Products, including educational programs, brochures, newsletters, pamphlets, journals, books, guides, websites, or social media accounts or networks that Promote Opioids or Opioid Products, including Promoting Opioids or Opioid Products through the Promotion of Treatment of Pain, but excluding financial support otherwise required by this Exhibit P, a court order, a federal or state agency (e.g., FDA-approved Risk Evaluation and Mitigation Strategy (REMs)), or a federal or state law or regulation.

2. Allergan shall not directly or indirectly provide financial support or InKind Support to any Third Party for medical education programs to Promote Opioids or Opioid Products.

3. Allergan shall not create, sponsor, provide financial support or In-Kind Support to, or otherwise operate or control, any medical society or patient advocacy group related to conduct that Promotes Opioids or Opioid Products (including Promoting Opioids or Opioid Products through the Promotion of Treatment of Pain).

4. Allergan shall not provide links to any Third Party website or materials or otherwise distribute materials created by a Third Party for the purpose of Promoting Opioids or Opioid Products (including Promoting Opioids or Opioid Products through the Promotion of Treatment of Pain).

5. Allergan shall not use, assist, or employ any Third Party to engage in any activity that Allergan itself would be prohibited from engaging in pursuant to this Exhibit P. To the extent Allergan supports trade groups engaged in Lobbying, Allergan shall notify the trade groups at the time it makes its trade association payments that Allergan’s support shall not be used to encourage the use of Opioids or Opioid Products or discourage the use of non-Opioids or Opioid Products for the purpose of indirectly encouraging P-8
the use of Opioids or Opioid Products (but shall not be responsible for how the trade group ultimately uses the support provided because it is outside of Allergan’s control).

6. Allergan shall not enter into any contract or agreement with any person or entity or otherwise attempt to influence any person or entity in such a manner that has the purpose or foreseeable effect of limiting the dissemination of information regarding the risks and side effects of using Opioids or Opioid Products.

7. No officer or Vice President-level employee of Allergan may concurrently serve as a director, board member, employee, agent, or officer of any entity that primarily engages in conduct that Promotes Opioids or Opioid Products. Nothing in this provision shall preclude an officer or Vice President-level employee of Allergan from concurrently serving on the board of a hospital.

8. Allergan shall play no role in appointing persons to the board, or hiring persons to the staff, of any Third Party that primarily engages in conduct that Promotes Opioids or Opioid Products. For avoidance of doubt, nothing in this paragraph shall prohibit Allergan from fully and accurately responding to unsolicited requests or inquiries about a person’s fitness to serve as an employee or board member at any such Third Party.

F. Lobbying Restrictions

1. Allergan shall not Lobby for the enactment of any federal, state, or local legislative or regulatory provision that:
a. Encourages or requires Health Care Providers to prescribe Opioids or Opioid Products or sanctions Health Care Providers for failing to prescribe Opioids or failing to treat pain withOpioids; b. Has the effect of limiting access to any non-Opioid alternative pain treatments; or
c. Pertains to the classification of any Opioid or Opioid Product as a scheduled drug under the Controlled Substances Act.

2. Allergan shall not Lobby against the enactment of any federal, state, or local legislative or regulatory provision thatsupports:
a. The use of non-pharmacologic therapy and/or non-Opioid pharmacologic therapy to treat chronic pain over or instead of Opioids or Opioid Products, including but not limited to Third Party payment or reimbursement for such therapies;
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b. The use and/or prescription of immediate releaseOpioids or Opioid Products instead of extended-release Opioids or Opioid Products when an Opioid or Opioid Product is initiated, including but not limited to Third Party reimbursement or payment for such prescriptions;
c. The prescribing of the lowest effective dose of an Opioid or Opioid Product, including but not limited to Third Party reimbursement or payment for such prescriptions;
d. The limitation of initial prescriptions of Opioids or Opioid Products to treat acute pain;
e. The prescribing and other means of distribution of naloxone to minimize the risk of overdose, including but not limited to Third Party reimbursement or payment for naloxone;
f. The use of urine testing before starting use of Opioids or Opioid Products and annual urine testing when Opioids or Opioid Products are prescribed, including but not limited to Third Party reimbursement or payment for such testing;
g. Evidence-based treatment (such as using medication-assisted treatment with buprenorphine or methadone in combination with behavioral therapies) for OUD, including but not limited to Third Party reimbursement or payment for such treatment; or
h. The implementation or use of disposal systems when solely related to Opioids or Opioid Products (versus of general applicability to all pharmaceutical medications, for example).

3. Allergan shall not Lobby against the enactment of any federal, state, or local legislative or regulatory provision expanding the operation or use of Prescription Drug Monitoring Programs (“PDMPs”), including but not limited to provisions requiring Health Care Providers to review PDMPs when Opioid Product use is initiated and with every prescription thereafter.

4. Notwithstanding the foregoing restrictions in Sections II.F.1-3, the following conductis not restricted:
a. Challenging the enforcement or interpretation of (including, but not limited to, suing for declaratory or injunctive relief) any laws, rules, or regulations;
b. Communications by Allergan in response to a law, rule, regulation, or order requiring such communication;
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c. Communications by an Allergan representative appearing before a federal or state legislative, administrative, or regulatory body, committee, or subcommittee as a result of a mandatory order or subpoena commanding that person or Allergan’s designee to testify; d. Responding, in a manner consistent with this Exhibit P, to an unsolicited request for the input on the passage of legislation or the promulgation of any rule or regulation when such request is submitted in writing specifically to Allergan from a government entity directly involved in the passage of that legislation or promulgation of that rule or regulation; or
e. Lobbying for or against provisions of legislation, rule, or regulation that address subjects other than those identified in Sections II.F.1-3, so long as Allergan does not support specific portions of such legislation, rule, or regulation covered by Section II.F.1 or oppose specific portions of such legislation, rule, or regulation covered by Sections II.F.2-3. Allergan may Lobby for or against any legislation, rule, or regulation that may be covered by Sections II.F.1-3, if such legislation, rule, or regulation has general or specific provisions that affect medications beyond Opioids or Opioid Products, so long as Allergan’s intent and purpose of doing so is not to Promote Opioids or Opioid Products.

G. Ban on Prescription Savings Programs

1. Allergan shall not directly or indirectly offer any discounts, coupons, rebates, or other methods which have the effect of reducing or eliminating a patient’s co-payments or the cost of prescriptions (e.g., free trial prescriptions) for any Opioid Product (except to the extent a pre-existing contractual or legal requirement exists related to Opioid Products sold by Allergan before 2021).

2. Allergan shall not directly or indirectly provide financial support to any Third Party for discounts, coupons, rebates, or other methods which have the effect of reducing or eliminating a patient’s co-payments or the cost of prescriptions (e.g., free trial prescriptions) for any Opioid Product (except to the extent a pre-existing contractual or legal requirement exists related to Opioid Products sold by Allergan before 2021).

3. Allergan shall not directly or indirectly assist patients or Health Care Providers with the claims and/or prior authorization process required for third-party payors to approve payment for any Opioid Product.

4. Allergan may directly or indirectly provide financial support or In-Kind Support for non-Opioids to any Third Party that provides patient assistance P-11
or support services for the purposes of helping patients afford and gain access to the medications prescribed to them.

H. General Terms

1. Allergan shall not make any written or oral statement about Opioids or any Opioid Product that is unfair, false, misleading, deceptive or unconscionable as defined under the law of the Settling States. For purposes of this paragraph, “Opioid Product” shall also include methadone, buprenorphine, and other substances when used exclusively to treat opioid abuse, addiction, or overdose.

2. Allergan shall not represent that Opioids or any Opioid Product(s) have approvals, characteristics, uses, benefits, or qualities that they do not have.

For purposes of this paragraph, “Opioid Product” shall also include methadone, buprenorphine, and other substances when used exclusively to treat opioid abuse, addiction, or overdose.

3. This Exhibit P shall not be construed or used as a waiver or limitation of any defense otherwise available to Allergan or any Released Entity in any action, and nothing in this Exhibit P is intended to or shall be construed to prohibit Allergan or any Released Entity in any way whatsoever from taking legal or factual positions with regard to any Opioid Products in prosecution or defense of litigation or other legal proceedings.

4. Upon the request of the Attorney General of any Settling State, Allergan shall provide the Attorney General with copies of the following, within forty-five (45) days of the request:
a. Any litigation or civil or criminal law enforcement subpoenas or CID relating to Allergan’s Opioid Product(s) that Allergan received after the Effective Date of the Agreement; and
b. Warning or untitled letters issued by the FDA regarding Allergan’s Opioid Product(s) and all correspondence between Allergan and the FDA related to such letters that Allergan received after the Effective Date of the Agreement.

5. Nothing in this Exhibit P shall be construed to limit or impair Allergan’s ability to:
a. Communicate its positions and/or respond to media inquiries concerning litigation, investigations, or other proceedings or matters relating to Allergan or its Opioid Products.
b. Maintain a website explaining itslitigation positions and responding to allegations concerning Allergan or its Opioid Products.

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I. Compliance with All State Laws and Regulations Relating to the Sale, Promotion, and Distribution of Any Opioid Product

1. Allergan shall comply with all applicable State laws and regulations that relate to the sale, Promotion, distribution, and disposal of Opioids or Opioid Products in the Settling States, provided that nothing in this paragraph requires Allergan to violate federal law or regulations, including but not limited to:
a. State Controlled Substances Act, including all guidance issued by the applicable state regulator(s);
b. State Consumer Protection Laws; and
c. State laws, regulations, and guidelines related to the prescribing, distribution, and disposal of Opioid Products.

J. Clinical Data Transparency

1. Allergan agrees to make available to an independent Third-Party data center or platform owner (e.g., Vivli) anonymized clinical data generated from Allergan-sponsored Phase II-IV interventional clinical studies—regardless of whether that data was submitted to a regulatory authority (e.g., FDA)— for branded opioid drugs that are Opioids or Opioid Products that have received an initial marketing authorization from a regulatory authority to the extent Allergan conducts a reasonable, good faith investigation to locate any such data and it is in Allergan’s possession. Anonymized clinical data includes:
a. Full analyzable data set(s) (including individual participant-level data de-identified);
b. The clinical study report(s) redacted for commercial or personal identifying information;
c. The full protocol(s) (including the initial version, final version, and all amendments); and

2. Full statistical analysis plan(s) (including all amendments and documentation for additional work processes); and Dataset Specifications, which describe the available dataset variables (such as age, race, blood pressure, lab values, etc.).

3. The independent Third Party will facilitate the disclosure of such clinical data to qualified researchers with a bona fide scientific research proposal as reviewed and approved by an independent review panel for scientific merit consistent with the panel’s assessment criteria and pursuant to an agreed upon data use agreement.

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4. Allergan shall not interfere with decisions made by the staff or reviewers associated with the independent Third-Party data center or platform owner.

5. Allergan shall bear all costs for making clinical data available pursuant to Section II.J.1 of this Exhibit P.

III. DOCUMENT DISCLOSURE
A. Documents Subject to Public Disclosure
The following documents must be provided to each Settling State and are subject to public disclosure in perpetuity, except for the redactions authorized by section B:

1. All Allergan-produced documents admitted as trial exhibits in In re Opioid Litigation, Index No. 400000/2017 (N.Y. Sup. Ct., Suffolk County), The City and County of San Francisco, California and the People of the State of California, acting by and through San Francisco City Attorney David Chiu v. Purdue Pharma L.P., et al., Case No. 3:18-cv-07591 (N.D. Cal.), The State of West Virginia ex rel. Patrick Morrisey, Attorney General v. Teva Pharmaceutical Industries Ltd., et al., Civil Action No. 19-C-104 BNE (W.

Va. Cir. Ct., Boone County), or The People of the State of California, acting by and through Santa Clara County Counsel James R. Williams, Orange County District Attorney Tony Rackauckas, Los Angeles County Counsel Mary C. Wickham, and Oakland City Attorney Barbara J. Parker v. Purdue Pharma L.P., et al., Case No. 30-2014-00725287-CU-BT-CXC (Cal. Super.

Ct., Orange County), together with complete trial transcripts.

2. All Allergan deposition transcripts, and exhibits from or produced in the matters identified in subsection III.A.1, as well as in In re Nat’l Prescription Opiate Litig., No. 1:17-md-02804 (N.D. Ohio).

3. All summary judgment filings, proposed findings of fact and law, and expert reports relating to the claims against Allergan that were filed in the matters identified in subsections III.A.1 and III.A.2, together with related exhibits.

4. All documents provided under this provision must be provided in an appropriate electronic format with appropriate metadata.

5. In addition, Allergan shall not object to public disclosure of the following documents, without further redaction: Acquired_Actavis_00000001- Acquired_Actavis_02689490.

B. Information That Allergan May Redact

1. The following categories of information are exempt from public disclosure:

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a. Information subject to trade secret protection. A “trade secret” is information, including a formula, pattern, compilation, program, device, method, technique or process, that (a) derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure and use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Even if the information falls within the definition, “trade secret” does not include information reflecting sales or promotional strategies, tactics, targeting, or data, or internal communications related to sales or promotion or information in documents dated more than five (5) years before the disclosure required by this section.
b. Confidential personal information. “Confidential personal information” means individual Social Security or tax identification numbers, personal financial account numbers, passport numbers, driver license numbers, home addresses, home telephone numbers, personal email addresses, and other personally identifiable information protected by law from disclosure. “Confidential personal information” does not include the names of Allergan’s officers, directors, employees, consultants, agents, or attorneys or of prescribers or of officials of a government agency.
c. Information that is inappropriate for public disclosure because it is subject to personal privacy interests recognized by law (e.g., HIPAA), or contractual rights of third parties that Allergan may not abrogate.
d. Information regarding Allergan employees’ personal matters unrelated to Allergan, including emails produced by Allergan custodians discussing vacation or sick leave, family, or other personal matters.
e. Information that is protected by the attorney–client or attorney work product privilege.
f. Financial documents designated as “Highly Confidential” or “Highly Confidential Information” under Case Management Order No. 2 in In re Nat’l Prescription Opiate Litig., No. 1:17-md-02804 (N.D. Ohio) and produced in response to the April 3, 2019 Ruling Regarding Jurisdictional Discovery on Defendants Allergan, Teva, and Mallinckrodt, including tax returns including all schedules and attachments, policies regarding accounting, and annual reports.

C. Redaction of Documents Containing Protected Information P-15

1. Whenever a document contains information subject to a claim of exemption pursuant to section B, Allergan will provide the document in redacted form.

Such redactions must indicate that trade secret and/or private information, as appropriate, has been redacted. Redactions are limited to the minimum redactions possible, consistent with section B.

2. Allergan must provide to each Settling State a log noting each document redacted. The log must also provide fields stating the basis for redacting the document, with sufficient detail to allow an assessment of the merits of the assertion. The log is subject to public disclosure in perpetuity. The log shall be provided by the production deadline.

3. In addition to the redacted documents, Allergan shall, upon any Settling State’s request, also produce all documents identified in subsection III.A above in unredacted form to such Settling State at the same time, but only to the extent the document was produced by Allergan in an unredacted form in the underlying litigation, and only for the purpose of permitting a merits assessment and potential challenge of the redaction pursuant to Section IV herein.

D. Public Disclosure Through a Document Repository

1. Each Settling State may publicly disclose all documents covered by this section through a public repository maintained by a governmental, nonprofit, or academic institution. Each Settling State may specify the terms of any such repository’s use of those documents, including allowing the repository to index and make searchable all documents subject to public disclosure, including the metadata associated with those documents.

E. Timeline for Production

1. Allergan shall produce all documents required by Section A within nine months from the Effective Date.

F. Support Payment

1. Within thirty (30) calendar days of the Effective Date, Allergan will make one-time payments totaling $1,375,000 to the University of California, San Francisco Foundation (UCSF Foundation) and The Johns Hopkins University, to be used to support a public repository of documents subject to this section.

IV. ENFORCEMENT
A. For the purposes of resolving disputes with respect to compliance with Exhibit P, should any of the Settling States have reason to believe that Allergan has violated a provision of Exhibit P, then such Settling State shall notify Allergan in writing of the specific objection, identify with particularity the provisions of Exhibit P that P-16
the practice appears to violate, and give Allergan thirty (30) days to respond to the notification (“Response Period”).

B. Upon receipt of written notice from any of the Settling States, Allergan shall provide a written response to the Settling State’s notification, containing either a statement explaining why Allergan believes it is in compliance with Exhibit P, or a detailed explanation of how the alleged violation occurred and a statement explaining how and when Allergan intends to remedy or has remedied the alleged violation. Allergan may request a reasonable amount of additional time to cure any violation through such remedial measures (“Cure Period”) and the Settling State shall not unreasonably withhold approval of such request.

C. The Settling State may not take any action concerning the alleged violation of Exhibit P during the Response and Cure Periods. Nothing shall prevent the Settling State from agreeing in writing to provide Allergan with additional time beyond the thirty (30) days to respond to the notice. However, the Settling State may take any action, including, but not limited to legal action to enforce compliance with the Consent Judgment, without delay if the Settling State believes that a threat to the health or safety of the public requires immediate action.

D. The Settling State may bring an action against Allergan to enforce the terms of Exhibit P, but only after providing Allergan an opportunity to respond to the notification and, if agreed upon, a period to cure any violation, as described above, or within any other period as agreed to by Allergan and the Settling State.

E. Nothing in this Consent Judgment shall be interpreted to limit any Settling State’s Civil Investigative Demand (“CID”) or investigative subpoena authority, to the extent such authority exists under applicable state law.

F. Nothing herein shall be construed to exonerate any failure to comply with any provision of Exhibit P after the Effective Date, or to compromise the authority of any Settling State to take action for any failure to comply with Exhibit P, consistent with this section.

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EXHIBIT Q
[Intentionally Omitted]
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EXHIBIT R
Agreement on Attorneys’ Fees, Costs, and Expenses
This Agreement on Attorneys’ Fees, Expenses, and Costs (“Fee Agreement”) is entered between Teva, Allergan, and the Plaintiffs’ Executive Committee appointed in the multidistrict litigation in the Northern District of Ohio, In re National Prescription Opiate Litigation, No. 1:17- md-02804 (“MDL PEC”), in connection with the Teva Global Opioid Settlement Agreement (“Teva Agreement”) and the Allergan Public Global Opioid Settlement Agreement (“Allergan Agreement”). This Fee Agreement becomes effective on the Effective Date of the Teva Agreement and Allergan Agreement or the date that the Consent Judgments anticipated under the Teva Agreement and Allergan Agreement become final in 25 Settling States (whichever is later).

I. Definitions
A. This Fee Agreement incorporates all defined terms in the Teva Agreement and Allergan Agreement, unless otherwise defined herein, and shall be interpreted in a manner consistent with the Teva Agreement and Allergan Agreement.

B. “Allergan.” Allergan Finance, LLC (f/k/a Actavis, Inc., which, in turn, was f/k/a/ Watson Pharmaceuticals, Inc.) and Allergan Limited (f/k/a Allergan plc, which, in turn, was f/k/a Actavis plc). Allergan does not include Teva Pharmaceuticals Industries Ltd. (“Teva Ltd.”), Teva Pharmaceuticals USA, Inc. (“Teva USA”), Cephalon, Inc. (“Cephalon”), Actavis LLC (f/k/a Actavis Inc.) (“Actavis LLC”), Watson Laboratories, Inc. (“Watson”), Actavis Pharma, Inc. (f/k/a Watson Pharma, Inc.) (“Actavis Pharma”), Actavis Elizabeth LLC (“Actavis Elizabeth”), Actavis Kadian LLC (“Actavis Kadian”), Actavis Laboratories FL, Inc. (f/k/a Watson Laboratories, Inc. - Florida) (“Actavis Labs FL”), Actavis Laboratories UT, Inc. (f/k/a Watson Laboratories, Inc. - Utah) (“Actavis Labs UT”), Actavis Mid Atlantic LLC (“Actavis Mid”), Actavis South Atlantic LLC (“Actavis South”), Actavis Totowa LLC (“Actavis Totowa”), or Anda, Inc. (“Anda”).

C. “Applicant.” Any Attorney or MDL Participating Counsel who seeks an award of attorneys’ fees from the Attorney Fee Fund pursuant to the procedures established by the MDL Court and the Fee Panel.

D. “Attorney.” Any of the following retained through a legal contingency fee or hourly fee contract: a solo practitioner, multi-attorney law firm, or other legal representative of a Participating Subdivision or MDL Participating Counsel. This does not include Subdivision in-house attorneys.

E. “Attorney Fee Fund.” An account consisting of funds allocated to pay attorneys’ fees approved pursuant to Section III of this Fee Agreement established by Order of and under the ongoing jurisdiction of the MDL Court, as provided below.

F. “Common Benefit.” Work performed for the benefit of all Participating Subdivisions or Tribal Nations, including, but not limited to, pretrial matters, R-2
discovery, trial preparation, trial, settlement negotiations, and all other work that advances the interests of the Participating Subdivisions.

G. “Common Benefit Fund.” The sub fund of the Attorney Fee Fund described in subsection III.E.

H. “Contingency Fee Fund.” The sub fund of the Attorney Fee Fund described in subsection III.F.

I. “Cost and Expense Fund Administrator.” The administrator appointed by the MDL Court on August 12, 2021 (MDL Docket No. 3828), to administer the Cost Fund and its sub funds as provided in the Fee Agreement.

J. “Court Common Benefit Fund.” The Common Benefit Fund established by the MDL Court in its orders of July 22, 2021, MDL Docket No. 3794, and May 9, 2022, MDL Docket No. 4428.

K. “Fee Entitlement.” Any right, entitlement, or expectation, including but not limited to a fee contract, contingent fee contract, agreement, referral arrangement, cocounsel arrangement, State Back-Stop agreement, or any other arrangement by which counsel could receive compensation or other consideration. For the avoidance of doubt, the scope of Fee Entitlement under subparagraph III.G.3.a does not include any Attorneys’ fees associated with representation of a State.

L. “Fee Panel.” The three-person panel appointed by the MDL Court on August 12, 2021 (MDL Docket No. 3828), to administer and make recommendations for the allocation and distribution of the Attorney Fee Fund and its sub funds as provided in the Fee Agreement.

M. “Later Litigating State.” A State that first files a lawsuit bringing a Released Claim against a Released Entity after the Preliminary Agreement Date.

N. “MDL Court.” United States District Court for the Northern District of Ohio Eastern Division, Case No. 1:17-md-02804, Judge Dan Aaron Polster.

O. “MDL Direct Cost Fund.” The cost fund described in subparagraph II.A.3.a below.

P. “MDL Participating Counsel.” MDL Participating Counsel includes an attorney or firm authorized by MDL 2804 Lead Counsel to perform work for the Common Benefit of Participating Subdivisions. By way of example, it would include insurance counsel and appellant counsel.

Q. “MDL PEC.” The Plaintiffs’ Executive Committee appointed by the MDL Court.

R. “Non-Participating Litigating Subdivision.” A Litigating Subdivision that is not a Participating Subdivision.

S. “Non-Participating State.” A State that is not a Participating State.

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T. “Participating Litigating Subdivision.” A Litigating Subdivision that is also a Participating Subdivision.

U. “Participation Agreement.” An agreement executed by an Attorney that acknowledges the obligation to pay an appropriate MDL Common Benefit Assessment.

V. “Qualified Tribal Representation.” Representation by an attorney of a Participating Tribal Government regarding Released Claims against Released Entities. Such counsel are eligible for Common Benefit Fee consideration. The Teva Tribal Global Settlement and the Allergan Tribal Global Settlement will provide for the contribution to the Common Benefit Fund as determined by the MDL Court.

W. “Qualifying Representation.” Legal services provided for representation of the MDL PEC or Participating Litigating Subdivision regarding Released Claims against Released Entities.

X. “State Back-Stop Agreement.” Any agreement by a Settling State and private counsel for Participating Subdivisions in that State (or legislation enacted in that State) to provide, adjust, or guarantee attorneys’ fees and costs, whether from the Attorney Fee Fund or any other source recognized in the agreement or legislation.1 Y. “Subdivision Cost and Expense Fund.” The fund created to pay approved Subdivision and Tribal Nations costs and expenses as set forth in subparagraph II.A.3.b.

Z. “Teva” means (i) Teva Pharmaceutical Industries Ltd. and (ii) all of its respective past and present direct or indirect parents, subsidiaries, divisions, affiliates, joint ventures, predecessors, successors, assigns, including but not limited to Teva Pharmaceuticals USA, Inc., the Actavis Generic Entities, and Anda Inc.

II. MDL Direct Cost Fund and Subdivision Cost and Expense Fund (“Cost Fund”) A. The total Cost Fund shall be $30 million dollars funded as set forth below.

1. Total cost to be paid by Teva in each of the relevant Payment Years2under this Agreement shall be up to the following amounts, subject to the provisions set forth below:

Cost Fund
1 Nothing herein shall be understood to indicate approval for additional State Back-Stop Agreements or modifications of existing State Back-Stop Agreements.
2 Payment Year shall have the same meaning for Teva as set forth in the Teva Agreement and Teva Exhibits M-1 and M-3. Payment Year shall carry the same definition for Allergan as set forth in the Allergan Agreement and Allergan Exhibits M-1 and M-2.

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Payment
Year 1 $9,000,000.00
Payment
Year 2 $9,000,000.00

2. Total cost to be paid by Allergan in each of the relevant Payment Years under this Agreement shall be up to the following amounts, subject to the provisions set forth below:

Cost Fund
Payment
Year 1 $6,000,000.00
Payment
Year 2 $6,000,000.00

3. The Cost Fund shall be split into the MDL Direct Cost Fund and the Subdivision Cost and Expense Fund.
a. The MDL Direct Cost Fund shall be Seven Million Five Hundred Thousand Dollars ($7,500,000), payable 50% in Year One, and 50% in Year Two. The MDL Direct Cost Fund shall make payment without any delay to reimburse the MDL PEC for an agreed-to portion of the expenses incurred, provided the costs have been approved by the Cost and Expense Fund Administrator appointed by the Court. The MDL Direct Cost Fund will be paid directly to the MDL Opiate Capital Account. The Cost and Expense Fund Administrator may include costs incurred by the MDL PEC in furtherance of litigation, mediation, implementation, and management of the Settlements.
b. The Subdivision Cost and Expense Fund shall be Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), payable 50% in Year One and 50% in Year Two.
c. It is the intention of the Parties that the Cost Fund shall be administered by the Cost Fund and Expense Fund Administrator (MDL Docket No. 3828), who will be governed by the provisions of this Agreement and shall design the process and procedures for the allocation of costs pursuant to this Agreement and the MDL Court’s Order.
d. The costs of the Cost and Expense Fund Administrator shall be paid from the Cost Fund and allocated by the Cost and Expense Fund Administrator between the MDL Direct Cost Fund and the
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Subdivision Cost and Expense Fund to fairly charge each fund the cost incurred in implementing and supervising the specific fund. e. The Cost and Expense Fund Administrator shall set the process and procedures for submission of and criteria for applications for payment of Subdivisions’ and Tribal Nations’ costs and expenses.

The Cost and Expense Fund Administrator shall receive and evaluate applications from Participating Litigating Subdivisions and litigating Tribal Nations, whether filed in Federal Court or State Court, to seek reimbursement for eligible costs in pursuit of claims against Allergan or Teva. The process shall require a showing that the costs or expenses sought were reasonably incurred in furtherance of active litigation of a designated state or federal bellwether trialset case, or Common Benefit. The Cost and Expense Fund Administrator shall require transparency from all applicants as to any other sources for compensating Attorneys for Subdivisions and Tribal Nations for costs incurred. If funds remain after the reimbursement of approved out-of-pocket costs, the Cost and Expense Fund Administrator may consider reasonable and
appropriate payment for client time, costs, or expenses incurred by recognized trial bellwether plaintiffs. At the conclusion of the process, any funds not allocated by the Cost and Expense Fund Administrator shall be transferred to the Common Benefit Fund established in this Exhibit R.

4. In the event that States and Subdivisions enter into an additional global settlement with a party or parties other than Teva or Allergan that is (a) under the jurisdiction of the MDL Court in MDL No. 2804, (b) creates a separate cost fund, and (c) unless the parties agree to another date, such agreement has an effective date prior to June 30, 2023, the Cost and Expense Fund Administrator shall have the authority to aggregate the Cost Fund with the cost fund created under that global settlement agreement. The Cost and Expense Fund Administrator shall have the authority to address the appropriate procedures and required information to allow the costs to be funded from the appropriate cost fund or shared by two or more cost funds.

III. Attorney Fee Fund
A. An Attorney Fee Fund shall be paid in the following amounts and years:

Teva Shall Pay Allergan Shall Pay
Payment
Year 1 $ 46,215,837.93 $ 40,778,855.53
Payment
Year 2 $ 46,215,837.93 $ 40,778,855.53
Payment
Year 3 $ 55,215,837.92 $ 46,778,855.53
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Payment
Year 4 $ 55,215,837.92 $ 46,778,855.53
Payment
Year 5 $ 55,215,837.92 $ 0.00
Payment
Year 6 $ 55,215,837.92 $ 0.00
B. The Attorney Fee Fund shall consist of the Contingency Fee Fund and the Common Benefit Fund.

2. It is the intention of the Parties that the Contingency Fee Fund and the Common Benefit Fund shall be administered by the Fee Panel (MDL Docket No. 3828), which will be governed by the provisions of this Fee Agreement and shall design the process and procedures for the allocation of fees pursuant to this Fee Agreement and the MDL Court’s Order.

C. The fees to be paid under this Fee Agreement are available for Attorneys engaged in Qualifying Representations and Qualified Tribal Representations only. Fees to be paid under this Fee Agreement are not available prior to the Effective Date of the Teva Agreement and Allergan Agreement or if the Teva Agreement does not proceed past Teva’s determination in subsection XI.A of the Teva Agreement or if the Allergan Agreement does not proceed past Allergan’s determination in subsection X.A of the Allergan Agreement. Fees to be paid under this Fee Agreement are not available for representation of States, Non-Participating Subdivisions or Non-Litigating Subdivisions and are not available for representation of private hospitals, third-party payors, NAS claimants, personal injury/wrongful death claimants, or any entity other than Participating Litigating Subdivisions. In addition, fees under this Fee Agreement are not available for representation of any individual or entity in matters other than those claims against Released Entities, but may include a reasonable share of representations that involve development of facts for pursuit of opioid-related claims against multiple defendants in the pharmacy, manufacturing, and distribution chain.

D. Attorney Fee Fund and Sub Funds.

1. There shall be a split of the Attorney Fee Fund into the Contingency Fee Fund and the Common Benefit Fund. The split shall be 40% to the Contingency Fee Fund and 60% to the Common Benefit Fund.

2. In no event shall Teva or Allergan be required to pay more into the Attorney Fee Fund in any Payment Year than the maximum amount specified for that Payment Year in subsection III.A., which amounts are reflected in Exhibit M to the Teva Agreement and Allergan Agreement. The amounts allocated to the Contingency Fee Fund and the Common Benefit Fund set by the Fee Panel shall be subject to the reductions and offsets set forth below.

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3. Awards of fees from the Contingency Fee Fund shall be available to Attorneys with Qualifying Representations of Participating Litigating Subdivisions eligible to receive an allocation under the Teva Agreement and Allergan Agreement, as set forth in Exhibits F-2 and G to the Teva Agreement and Exhibits F and G to the Allergan Agreement, and shall be made applying the Mathematical Model attached as Exhibit “A” to this Fee Agreement. The collection of the data and calculations for the Mathematical Model has been a cooperative effort among private counsel for a large number of Litigating Subdivisions. The analysis has been spearheaded by Joseph Tann and Andrew Arnold. The Fee Panel is encouraged to continue working with those counsel in application of the Model. The Fee Panel shall oversee the application of the Model and resolve any questions or disputes concerning the eligibility of a Counsel to participate as required in subsection III.G. The Panel is empowered to hear disputes concerning and ensure the accuracy of the mathematical calculation.

4. As to awards from the Contingency Fee Fund, there shall be no right of appeal.

5. Any appeal of an award of the Fee Panel from the Common Benefit Fund will be made to the MDL Court and be reviewed under an abuse of discretion standard.

E. Common Benefit Fund (60% of the Attorney Fee Fund).

1. Funds in the Attorney Fee Fund shall be allocated to the Common Benefit Fund according to the schedule set forth below, subject to the adjustments described in paragraph III.E.6. The payments are to be made on the following yearly schedule, subject to the adjustments set forth below:

Teva Shall Pay Allergan Shall Pay
Payment
Year 1 $ 27,729,502.76 $ 24,467,313.32
Payment
Year 2 $ 27,729,502.76 $ 24,467,313.32
Payment
Year 3 $ 33,129,502.75 $ 28,067,313.32
Payment
Year 4 $ 33,129,502.75 $ 28,067,313.32
Payment
Year 5 $ 33,129,502.75 $ 0.00
Payment
Year 6 $ 33,129,502.75 $ 0.00

2. The Common Benefit Fund shall be available to compensate Attorneys engaged in Qualifying Representations of Participating Litigating R-8
Subdivisions and Qualified Tribal Representation of Tribal Participating Governments who:
a. have performed work for the Common Benefit of all Participating Subdivisions and/or Tribal Nations consistent with the provisions to the guidelines established by Judge Polster set forth in MDL 2804 and the May 1, 2018 Order, under docket number 358, which is incorporated herein by reference; and
b. satisfy the eligibility criteria set forth in subsection III.G.

3. For purposes of Common Benefit Fund distribution, Attorneys representing Tribal Nations litigating against Teva or Allergan have also reached a settlement for Released Claims with Teva and Allergan. These settlements shall be the subject of separate agreements with Teva and Allergan.

Attorneys representing Tribal Nations are eligible for Common Benefit consideration, provided such agreements with Teva and Allergan become effective under their terms. Such Attorneys must meet the eligibility criteria in subsection III.G.

4. For purposes of Common Benefit Fund distribution, MDL Participating Counsel not engaged in Qualifying Representations of Participating Litigating Subdivisions but who performed work for the Common Benefit pursuant to authorization from the MDL Co-Leads and meet the eligibility criteria in subsection III.G shall be eligible.

5. The Common Benefit Fund shall be overseen by the Fee Panel, which shall determine the allocation of funds to eligible Attorneys consistent with this Fee Agreement and the May 1, 2018 Order.

6. In assessing the benefits that an Applicant has conferred to Participating Subdivisions (including non-Litigating Subdivisions) and/or Tribes for purposes of any compensation decision, the Fee Panel shall give significant weight to the extent to which (i) the Applicant and his or her clients have contributed to increasing (or reducing) the Initial Participation in the Teva Agreement or the Allergan Agreement, and (ii) the Applicant and his or her clients have contributed to increasing (or reducing) the amounts achieved under Incentive Payments A-D through participation in the Teva Agreement, including the Teva Tribal Agreement, or the Allergan Agreement, including the Allergan Tribal Agreement. The Fee Panel shall also consider additional fee recoveries the Applicant may potentially obtain, including, but not limited to, from attorney fee funds under other settlement agreements, State Back-Stop Agreements, representations of States or Tribal Nations, representations of other clients in opioids-related matters, or through the representation of Subdivision clients, whether they participated in the Teva Agreement or Allergan Agreement or not. It is the intent of this provision to recognize that the goal of the Teva Agreement R-9
and Allergan Agreement is to provide for maximum participation by the Subdivisions, maximum abatement funding for all Subdivisions nationally, and the maximum peace for Released Entities. Therefore, representing one or more Non-Participating States or Non-Participating Subdivisions does not further the goal of the Teva Agreement or Allergan Agreement, and should not be considered Common Benefit because it does not increase funds available to Participating Subdivisions’ abatement programs.

Representing one or more Later Litigating States or Later Litigating Subdivisions is antithetical to the Teva Settlement and the Allergan Agreement and detracts from Common Benefit. The Fee Panel shall consider this concept of “common detriment” set forth in this paragraph in all of its decision making with respect to the allocation of the Attorney Fee Fund among Applicants, as well as, in its discretion, any offsets provided to Teva or Allergan as set forth in subsection III.H. The Fee Panel shall consider the totality of the Applicant’s Participating Litigating Subdivisions as compared to the Applicant’s Non-Participating Litigating Subdivisions; the Parties recognize that, although the goal is for 100% participation, Applicants with a greater number of clients have a greater probability of having one or more Non-Participating Litigating Subdivisions. As used in this paragraph, “client” or “representing” a Subdivision shall include any Litigating Subdivision as to which the Applicant has a Fee Entitlement.

7. As set forth in subsection III.H, the Fee Panel must consider the factors described in paragraph III.E.6 to determine how and whether to reduce the amounts to be paid by Teva or Allergan under this Fee Agreement and to determine how to allocate funds among Applicants. They may also, at their discretion, consider other factors. Any reduction in payment obligation or credit to be given Teva or Allergan in this Fee Agreement shall be applied against the last Payment Year for that defendant and working backwards.

Any reduction to an Applicant not credited to Teva or Allergan shall be allocated to attorneys whose Litigating Subdivision clients participated in the settlement by the Initial Participation Date.

8. The MDL PEC will seek, and the Attorneys General for Settling States, Teva, and Allergan, will not oppose, a Common Benefit Fee Order requiring an assessment of 7.5% on the gross recovery (by judgment or settlement) of any Non-Participating Subdivision that is subject to the federal court jurisdiction, represented by a MDL PEC firm, represented by any Attorney receiving fees from the Common Benefit Fund, represented by any Attorney that signed a Participation Agreement or paid in a case otherwise under the jurisdiction of the MDL Court.

9. If Teva and Allergan agree to go forward with their respective Agreements under subsections [XI.A and X.A] of their respective Agreements, they shall pay the full Common Benefit (60%) Fee into the Common Benefit Fund without regard to the number of Settling States or Participating Subdivisions. Should Teva and/or Allergan pay a judgment to, or settle R-10
with, a Non-Participating State or a Non-Participating Litigating Subdivision subsequent to the Reference Date, and such settlement or judgment results in a common benefit fee assessment paid into the Common Benefit Fund or the Court Common Benefit Fund, the following shall apply:
a. Teva or Allergan shall be credited dollar-for-dollar for the amount paid for the fee assessment up to 7.5% of the abatement amount derived from the application of the State Global Allocation Percentage as set forth in Exhibit F-1 or the abatement amount derived from the application of the Subdivision and Special District Allocation Percentage as set forth in Exhibit G that the NonParticipating State or Non-Participating Litigating Subdivision would have received if it had participated in the Settlement Agreement;
b. Except as set forth below in subparagraph III.E.9.c, for any settlement or judgment that meets the requirements of paragraph III.E.9 that exceeds the abatement amount derived from the application of the State Global Allocation Percentage as set forth in Exhibit F-1 or the abatement amount derived from the application of the Subdivision and Special District Allocation Percentage as set forth in Exhibit G, no credits shall be taken against Teva or Allergan’s obligation to make payments into the Common Benefit Fund for that portion of the settlement or judgment in excess of the abatement amount derived from the application of the State Global Allocation Percentage as set forth in Exhibit F-1 or the abatement amount derived from the application of the Subdivision and Special District Allocation Percentage as set forth in Exhibit G; c. For any settlement or judgment that meets the requirements of paragraph III.E.9 that exceeds the abatement amount derived from the application of the State Global Allocation Percentage as set forth in Exhibit F-1 or the abatement amount derived from the application of the Subdivision and Special District Allocation Percentage as set forth in Exhibit G that the Later Litigating State or Later Litigating Subdivision would have received if it had participated in the Settlement Agreement, where the Later Litigating State or Later Litigating Subdivision is represented by any member of the MDL PEC or that member’s law firm, Teva or Allergan shall be credited dollar-for-dollar for the full amount of the 7.5% common benefit fee assessment paid into the Common Benefit Fund or the Court Common Benefit Fund;
d. If a credit is made to Allergan or Teva pursuant to subparagraph III.E.9.c., then that amount shall be calculated as a direct reduction to any common benefit fee award made under this Fee Agreement R-11
to the MDL PEC firm(s) that represented the Later Litigating State or Later Litigating Subdivision;
e. Any credits shall be taken first against Teva’s or Allergan’s payment to the Common Benefit Fund in Teva’s or Allergan’s respective final Payment Year as set forth in paragraph III.E.1 (for Teva Year 6; for Allergan Year 4), up to the full amount of Teva’s or Allergan’s final year payment obligation, then from the next-to-final Payment Year’s payment obligation, and so on;
f. Teva and Allergan shall not be entitled to any credits against the Common Benefit Fund for settlements or judgments paid after Teva’s or Allergan’s final fee Payment Year.

F. Contingency Fee Fund (40% of the Attorney Fee Fund).

1. Funds from the Attorney Fee Fund shall be allocated to the Contingency Fee Fund on the following yearly schedule, subject to the adjustments set forth below:

Teva Shall Pay Allergan Shall Pay
Payment
Year 1 $ 18,486,335.17 $ 16,311,542.21
Payment
Year 2 $ 18,486,335.17 $ 16,311,542.21
Payment
Year 3 $ 22,086,335.17 $ 18,711,542.21
Payment
Year 4 $ 22,086,335.17 $ 18,711,542.21
Payment
Year 5 $ 22,086,335.17 $ 0.00
Payment
Year 6 $ 22,086,335.17 $ 0.00

2. The Contingency Fee Fund shall be available to compensate Attorneys engaged in Qualifying Representations of Participating Litigating Subdivisions that meet the criteria set forth in subsection III.G. a. The Contingency Fee Fund shall be available to Attorneys who represent Litigating Subdivisions that are Participating Subdivisions, whether their actions are filed in state or federal court, and meet the eligibility criteria of subsection III.G.
b. Participation in the Contingency Fee Fund by counsel that have a case that is not subject to the jurisdiction of the MDL Court shall not create, provide, or waive jurisdiction of the MDL Court over that Litigating Subdivision, that case or Attorneys, other than to oversee R-12
the fairness of the distribution process, and enforcement of this Fee Agreement.
c. Under the terms of the Teva Agreement and Allergan Agreement Litigating Subdivisions must become a Participating Litigating Subdivision under both Agreements to be eligible to participate.

Therefore, Exhibit R applies jointly to Teva and Allergan with the Attorneys’ Fee Fund and MDL Cost Fund to include the combined payment from Teva and Allergan.

3. Teva and/or Allergan shall each be entitled to a pro-rata reduction to their own portion of the Contingency Fee Fund payment(s) in accordance with subsection III.F.4., unless, by the Payment Date for the Initial Year Payment, (i) 41 states are Settling States for Teva or 43 states are Settling States for Allergan, (ii) 98% of all Litigating Subdivisions are Participating Subdivisions and/or Subdivisions Subject to a Bar, Case-Specific Resolution, and, (iii) 97% of all Non-Litigating Subdivisions with Populations over 10,000 as listed in Exhibit I are Participating Subdivisions and/or Subdivisions Subject to a Bar, Case-Specific Resolution, in which case no offset shall be applied.

4. If the participation conditions in paragraph III.F.3 are not met, then the amounts owed by Teva and/or Allergan to the Contingency Fee Fund shall be reduced as follows:
a. For Non-Settling States, the Contingency Fee Fund payments shall first be reduced by the amounts identified by the Fee Panel, pursuant to paragraph III.H.7, that would have been owed to counsel for Litigating Subdivisions in Non-Settling States, had those States and those Litigating Subdivisions been Settling States and Participating Subdivisions.
b. Following the calculation in subparagraph III.F.4.a., the Contingency Fee Fund payments shall be reduced to reflect the nonjoinder of Litigating Subdivisions in Settling States by subtracting the amounts identified by the Fee Panel, pursuant to paragraph III.H.7, that would have been owed to counsel for Non-Participating Litigating Subdivisions in Settling States had such Litigating Subdivisions been Participating Subdivisions.

5. In the event that after the date of the Settlement Agreement Teva, prior to the Effective Date of the Teva Agreement, or Allergan, prior to the Effective Date of the Allergan Agreement, settles with any Litigating Subdivision that would have been eligible to participate in the defendant’s Agreement, and, under such settlement agreement pays attorneys’ fees, the Fee Panel shall treat those Litigating Subdivisions as Participating Litigating Subdivisions and, applying the same criteria applicable to all Attorneys for Participating R-13
Litigating Subdivisions, determine what amount they would have been paid from the Contingency Fee Fund if they had become Participating Subdivisions under the Teva Agreement or the Allergan Agreement without such prior settlement. That sum, rather than being paid to the Attorney for the previously settling Litigating Subdivision, shall be credited and/or returned to Teva or Allergan as if determined under (a)(ii) above, except that such credit shall not be greater than the amount paid to the Attorneys under the Litigating Subdivision’s prior settlement agreement and credits apply equally over the Fee Payment Years.

6. During the period between the Preliminary Agreement Date and the Effective Date, the MDL PEC, as well as Litigating Subdivisions’ Attorneys, shall make best efforts to cease litigation activity against Teva and Allergan, including by jointly seeking stays or severance of claims against Teva and Allergan, where feasible, or postponements if a motion to stay or sever is not feasible or is denied, so long as such actions are not otherwise detrimental to the Litigating Subdivision.

G. Eligibility.

1. It is the intention of all parties participating in the Fee Panel process that there should be total transparency to the Fee Panel and to all fund participants. In connection with the process to be developed by the Fee Panel, any and all monies in attorney’s fees received or awarded, including prior or future Contingency Fees, Common Benefit Fees, referral fees, expenses paid, promises for payment, or any other Fee Entitlement, to any Applicant in any opioid litigation shall be disclosed to the Fee Panel as a condition of participating in the Attorney Fee Fund and prior to an award from the Fee Panel. Any payment, expectation of payment or perceived entitlement to participate in a State Back-Stop Agreement or any other agreement reached with a Settling State or any Subdivision or any other source regarding payment of fees must be disclosed to the Fee Panel.

Similarly, any right to payment from any other fund, for example a fund for payment to lawyers representing Settling States or Tribal Nations or Subdivisions shall be disclosed to the Fee Panel. Because it is anticipated that there will be multiple firms listed on contingent fee agreements with Litigating Subdivisions, the Fee Panel shall establish procedures, with input from Attorneys for Participating Litigating Subdivisions, for who should petition for fees from such groups and to whom the fee shall be paid and thereafter distributed to co-counsel in accordance with applicable agreements. For the avoidance of doubt, all Attorneys that are part of such groups must meet the eligibility criteria in paragraph III.G.3, must be subject to the criteria set forth in subsection III.C, and must be disclosed to the Fee Panel.

2. An Applicant may apply for and recover attorneys’ fees from the Common Benefit Fund, the Contingency Fee Fund, and any fund created by a past or R-14
future State Back-Stop Agreement, provided the Applicant satisfies the requirements relevant to each such fund and requirements for disclosure to the Fee Panel.

3. An Attorney may not receive any payment from the Attorney Fee Fund (which includes both the Contingency Fee Fund and the Common Benefit Fund) unless the following eligibility criteria are met and annually certified by the Attorney:
a. The Attorney must expressly waive the enforcement against the Litigating Subdivision client of all Fee Entitlements (other than under State Back-Stop Agreements) arising out of or related to any or all Qualifying Representations of any Participating Litigating Subdivision prior to applying for attorneys’ fees from the Attorney Fee Fund. All applications for attorneys’ fees under this Fee Agreement shall include an affirmation by the Attorney of such waiver and notice to the client(s) of such waiver. Such waiver shall not preclude the Attorney from submitting such Fee Entitlements to the Fee Panel as a factor for consideration in allocating payments from the Attorney Fee Fund or in connection with a State Back-Stop Agreement. For the avoidance of doubt, no Attorney may recover fees under this Fee Agreement unless the Attorney expressly agrees not to enforce Fee Entitlements as to each and every Participating Litigating Subdivision represented by that Attorney, but such Attorneys may participate in and receive funds from a State BackStop Agreement. b. The Attorney must represent that s/he has no present intent to represent or participate in the representation of any Later Litigating Subdivision or Later Litigating State with respect to Released Claims against Released Entities.
c. The Attorney must represent that s/he has not and will not engage in any advertising or solicitation related to Released Claims against Released Entities where such advertising or solicitation relates to a representation of a Subdivision eligible to be a Participating Subdivision after the Reference Date unless the Attorney is recommending participation in the Agreement.
d. The Attorney must represent s/he will not charge or accept any referral fees for any Released Claims brought against Released Entities by Later Litigating Subdivisions or Later Litigating States.

This representation shall not prohibit Attorneys from receiving allocated shares of any future common benefit assessments arising out of settlements or judgments with Later Litigating Subdivisions or Later Litigating States that are the result of the MDL Court’s Common Benefit order.

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e. The Attorney may not have and must represent that s/he does not have a Fee Entitlement related to a Later Litigating Subdivision or Later Litigating State, other than a potential Common Benefit Fee. f. The Attorney must fully disclose the participation, or the anticipation of participation, in any agreement with a Settling State or Participating Subdivision concerning fees arising out of or related to the Teva Agreement or Allergan Agreement, including any fees paid or anticipated to be paid or any State Back-Stop Agreement. g. The Attorney must identify for the Fee Panel whether s/he utilized state litigation work product or MDL work product, including but not limited to ARCOS data, document repositories, experts developed in the MDL, trial transcripts, or deposition transcripts.

The Attorney must identify whether s/he signed the MDL
Participation Agreement.
h. Any Attorney who applies for fees from one or both Funds must represent that, having exercised his/her independent judgment, s/he believes the Teva Agreement and the Allergan Agreement to be fair and will make or has made best efforts to recommend both Agreements to his or her Subdivision clients in Settling States. For avoidance of doubt, each Attorney is expected to exercise his or her independent judgment in the best interest of each client individually before determining whether to recommend joining the settlement.

All applications for attorneys’ fees or costs under this subsection shall include an affirmation by the Attorney in compliance with the foregoing subparagraphs.

4. No Attorney receiving fees under this Fee Agreement may apply for or recover from the Attorney Fee Fund fees arising from representing a NonParticipating Subdivision except Common Benefit Fees as described in paragraph III.E.2. All applications for attorneys’ fees under this subsection shall include an affirmation by the Attorney of compliance with this paragraph.

5. An Attorney who has filed an application under this subsection and received an award of attorneys’ fees shall provide a certification of compliance with the requirements of this Fee Agreement annually during the years upon which they are still entitled to receive attorneys’ fee payments under this Agreement. This certification will be done as directed by the Panel.

6. If, at any time, the Attorney is unable to make the representations set forth in this subsection, such representations become untrue, or the Attorney falsely represents compliance with the eligibility criteria, the Attorney shall cease to be eligible to receive funds from the Attorney Fee Fund until further R-16
review by the Fee Panel of the Attorney’s eligibility under and compliance with this subsection.

7. If an Attorney has a Fee Entitlement with a Later Litigating Subdivision or Later Litigating State or otherwise becomes unable to reaffirm compliance with the eligibility criteria set forth above, the Attorney shall notify the Fee Panel. For the avoidance of doubt, any Attorney who undertakes any new representation of, or has a Fee Entitlement with, a Later Litigating Subdivision or Later Litigating State shall be prohibited from receiving any future funds from the Attorney Fee Fund. If an Attorney fails to notify the Fee Panel of such Fee Entitlement with a Later Litigating Subdivision or Later Litigating State, the Attorney shall be required to refund amounts previously paid. The Fee Panel shall notify Teva and Allergan when it receives notification.

8. To the extent an Attorney who has received compensation from the Attorney Fee Fund based on Qualifying Representations of Participating Litigating Subdivisions under the Teva Agreement or the Allergan Agreement, represents a Later Litigating Subdivision or Later Litigating State, such Attorney shall be obligated to refund such amounts received as compensation from the Attorney Fee Fund to Teva or Allergan. Teva, Allergan, or such Attorney may bring any dispute as to whether such Attorney shall be obligated to refund such amounts received from the Attorney Fee Fund to Allergan or Teva to the Fee Panel. Nothing herein shall require a multi-attorney law firm that has received compensation from the Attorney Fee Fund to refund such amounts if an attorney of the firm that is no longer affiliated with such law firm, after such departure, represents a Later Litigating Subdivision or Later Litigating State, provided that (a) neither the law firm nor any of its other attorneys have any contractual or financial arrangement regarding, stand to benefit directly or indirectly from, or directly or indirectly provide financial or other support of any kind to, the former attorney’s representation of the Later Litigating Subdivision or Later Litigating State and (b) if the former attorney was a partner or owner of the multi-attorney law firm at the time that the law firm received compensation from the Attorney Fee Fund, the former attorney shall be obligated to refund such amounts as the former attorney earned as a result of the compensation that the law firm received from the Attorney Fee Fund.

9. In the event that an Attorney is deemed ineligible by the Fee Panel (whether based on its initial application or subsequent recertification), the Fee Panel shall provide notice to the Attorney and give the Attorney 30 days to provide additional information such that the Fee Panel could re-consider the Attorney’s eligibility.

10. To the extent that an Attorney has a Fee Entitlement with a Participating Subdivision and is authorized to bring Released Claims against Released Entities, but such authorization is, in scope, less broad than the category of R-17
Released Claims set forth in the Teva Agreement or Allergan Agreement, such Attorney may participate fully in both the Contingency Fee Fund and the Common Benefit Fund, without any reduction imposed by the Fee Panel due to the scope of the authorization, so long as the Participating Subdivision fully releases all Released Claims against Released Entities.

11. Attorneys applying to the Attorney Fee Fund knowingly and expressly agree to be bound by the decisions of the Fee Panel, subject to the limited appeal rights set forth in this Fee Agreement, and waive the ability to assert the lack of enforceability of the allocation reached through the procedures outlined herein.

12. Applicants are under an ongoing obligation to inform the Fee Panel in writing of any additional fees earned, expected, or received related to any Opioid litigation throughout the period of the Fee Panel’s operation.

H. Calculation of Amounts Due.

1. The Fee Panel shall be solely responsible for determining the amount of fees to be paid to each Applicant. None of the Released Entities shall have any responsibility, obligation, or liability of any kind whatsoever with respect to how attorneys’ fees are calculated under this subsection, except that the Fee Panel may receive information from Teva or Allergan as to (a) the identity of Participating, Non-Participating, Litigating, Later Litigating, and Non-Litigating Subdivisions; (b) the impact of non-participation by a Litigating Subdivision as is relevant to the Fee Panel’s determination in paragraph III.E.6; and (c) such other information as Teva or Allergan may voluntarily elect to provide.

2. The Fee Panel shall establish procedures for making determinations under this Fee Agreement consistent with this Fee Agreement and orders of the MDL Court. Such procedures may include submission of documentary and/or other evidence, interviews with Applicants and/or other counsel (including counsel for Teva and Allergan) that the Fee Panel deems appropriate, and/or other means of creating a record upon which fee awards will be based.

3. In making determinations under this Fee Agreement, the Fee Panel must apply the eligibility criteria set forth in subsection III.G of this Fee Agreement and the criteria set forth in paragraph III.E.2. In addition, the Fee Panel will give consideration in regard to Common Benefit Fund awards to the Johnson factors, as well as the following factors (which factors may be applied and given relative weight in the Fee Panel’s discretion):
a. The Applicant’s contemporaneously recorded time and labor dedicated to Qualifying Representations along with the Applicant’s R-18
financial commitment to such Qualifying Representations. Claimed “time” will not be automatically accepted by the Fee Panel but will be critically reviewed and given substantially more weight and consideration if such time was subject to the audit process described in any Pretrial Order(s) governing the collection of common benefit time;
b. The novelty, time, and complexity of the Qualifying
Representations;
c. The skill requisite to perform legal services properly and undesirability of the case;
d. The preclusion of other employment by the Applicant due to time dedicated to Qualifying Representations;
e. The Common Benefit, if any, alleged to have been conferred by the Applicant and whether such Common Benefit work product by that Applicant was used by others in parallel litigations against Released Entities whether within or outside the MDL, provided that any Applicant claiming that s/he substantially benefited cases other than those in which s/he entered an appearance as counsel must substantiate such claims by proffering factual support, such as proper supporting affidavits or other documents as determined by the Fee Panel with input from Attorneys for Participating Litigating Subdivisions;
f. Any “common detriment,” as set forth in paragraph III.E.6. g. Any contingent fee agreement or other Fee Entitlement with Participating Subdivisions, enforcement of which, except for State Back-Stop Agreements, are waived in conjunction with the application, the nature and extent of any work for those Participating Subdivisions, whether such Participating Subdivisions actively litigated and, if so, the nature and procedural history of such case(s); h. The experience, reputation, and ability of the Applicant; i. Whether the Applicant’s clients brought Released Claims against Released Entities;
j. The status of discovery in cases primarily handled by the Applicant; k. The nature of any work by the Applicant on “bellwether” cases or cases that were similarly active in litigation;
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l. Any pressure points successfully asserted by the Applicant in cases against Teva or Allergan or any risk for Teva or Allergan created by the Applicant in cases against them;
m. Any risk for defendants created by Applicants in cases against Teva or Allergan;
n. Successful and unsuccessful motion practice in cases worked on by the Applicant;
o. The date of filing of any cases filed by the Applicant; p. Obtaining consolidation of the litigation in the Applicant’s jurisdiction;
q. The number and population of entities represented by the Applicant and the fees that would have been awarded under extinguished contingent fee arrangements;
r. Whether the Applicant’s clients brought claims against Teva or Allergan;
s. Whether the Applicant has had a leadership role in the litigation, whether in state or federal court;
t. Whether the Applicant has had a leadership role in any negotiations aimed at resolving the litigation;
u. Whether the Applicant’s cases have survived motions to dismiss; v. The extent to which the Applicant contributed to the work product used for the common benefit of opioids litigants, including, without limitation, work on ARCOS data, Prescription Data Monitoring Programs, IQVIA data, depositions, document production and analysis experts, motions, briefs and pleadings, trial preparations, and trials;
w. The extent to which litigation was done prior to and contributed to completion of settlement negotiations, as distinct from litigation that was done litigating after the announcement of the Teva Agreement or Allergan Agreement, such latter litigation both being of less value and potentially resulting a common detriment to the settlement process; and
x. Any other factors that the Fee Panel finds to be appropriate to consider after input from Applicants to the Attorney Fee Fund.

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4. In the event that States and Subdivisions enter into an additional global settlement with a party or parties other than Teva or Allergan that is (a) under the jurisdiction of the MDL Court in MDL No. 2804, (b) creates a separate common benefit fund to be administered by the Fee Panel, and (c) unless the parties agree to another date, such agreement has an effective date prior to June 30, 2023, the Fee Panel may:
a. Consolidate the Common Benefit approval process to include evaluation of all Common Benefit Applications for all settlements entered after November 14, 2022;
b. Determine the fair and equitable allocation of the Aggregate Common Benefit Fees that come after November 14, 2022;
c. Give consideration to the amount and timing of each settlement, including the amount and timing of Common Benefit Fees; d. The Fee Panel shall abide by the applicable Attorney Fee Agreement in each of the Settlements in Allocating the Common Benefit Fees provided for in the Settlement; and
e. Be guided in their work by the Orders of the Court related to Fees and Costs.

5. The Fee Panel shall develop procedures for receiving a single application, which may be updated or amended based on new information (such as participation by additional Litigating Subdivisions) from each Applicant seeking compensation from each sub fund of the Attorney Fee Fund pursuant to processes and procedures developed by the Fee Panel, which shall not be inconsistent with this Fee Agreement. Any request for attorneys’ fees not included on the single application or through the updating/amendment process designed by the Fee Panel shall be deemed waived. For purposes of transparency and to permit the Fee Panel to conduct its work, the application from each Applicant shall, at a minimum, require each Applicant to:
a. Identify all Litigating Subdivisions for which s/he is seeking payment from the Attorney Fee Fund;
b. Identify all Subdivisions in both Settling and Non-Settling States (and, where applicable, Tribal Nations) with respect to which s/he has a Fee Entitlement with respect to Relevant Claims against Released Entities, and identify all co-counsel in such cases; c. Identify which of those Subdivisions are Participating Subdivisions and which are not (with similar information for Tribal Nations, where applicable);
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d. Specify the specific fund or funds within the Attorney Fee Fund from which the Attorney is seeking compensation;
e. Demonstrate his or her eligibility for compensation from the relevant sub funds within the Attorney Fee Fund pursuant to the criteria set forth for the relevant sub fund;
f. Identify any and all Fee Entitlements from representations of States, Tribal Nations, or other plaintiffs related to Released Claims against Released Entities or in opioids-related matters;
g. Notwithstanding “a-f” above, the Panel may consider a supplemental application if the Applicant shows good cause why circumstances exist that will lead to consideration for additional Common Benefit award. Examples would include, but are not limited to, an Applicant having Non-Participating Litigating Subdivision clients that subsequently become Participating Subdivisions, a Bar Date passes that increases participation or the Participation Tier, or an Allocation Agreement is reached.

6. With respect to the Common Benefit Fund, the Fee Panel shall (subject to any applicable MDL Court Order):
a. Review the applications of all Applicants seeking compensation from the Common Benefit Fund, including determining eligibility for each Applicant as set forth in subsection III.G.
b. Reduce, on an annual basis, Teva’s or Allergan’s payment obligations, as set forth in paragraph III.E.7. The Panel shall inform Teva or Allergan, and the MDL PEC of all such amounts and adjust payment obligations accordingly.
c. Using criteria set forth in subsections III.E and III.H, allocate amounts from the Common Benefit Fund to eligible Applicants, including payment amounts for each Payment Year. In making such allocations, the Panel shall apply the principles set forth in paragraph III.E.6 and shall allocate any reduction in the payments specified in paragraph III.E.7 to the amounts paid to Applicants with a Common Benefit Fee Entitlement.

7. With respect to the Contingency Fee Fund, the Fee Panel shall:
a. Review the applications of all Attorneys seeking compensation from the Litigating Subdivision Fee Fund, including determining eligibility for each Attorney as set forth in subsection III.G. b. Apply the Mathematical Model in Exhibit A to this Fee Agreement.

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c. Use such allocations to reduce on an annual basis the payment obligations of Teva or Allergan to the Attorney Fee Fund as set forth in paragraph III.F.4, and distributions therefrom, and inform Teva or Allergan and the MDL PEC of all such adjustments.

8. To the extent that there is a dispute about the calculations of the Fee Panel related to the amounts that Teva or Allergan is required to pay (including application of any reductions or offsets under this Fee Agreement), such disputes shall be presented to the Fee Panel and any disputed funds be paid into/held in escrow. The Fee Panel shall resolve such disputes expeditiously, with either Party having the right to seek review from the MDL Court.

9. For purposes of determination of fee or cost awards, allocations, reductions, and possible reversions under this Fee Agreement, unless specified otherwise a Subdivision will be considered a Non-Participating Subdivision if it is not a Participating Subdivision as of the deadline for the application for the fee at issue (or, if the determination does not involve a specific application, the date on which the record for such determination closes).

10. In the event that the Fee Panel, through the use of the Mathematical Model set forth in Exhibit A, allocates funds from the Contingency Fee Fund for an Attorney based on a Qualifying Representation of a Participating Litigating Subdivision and that Subdivision is in a Settling State in which the Consent Judgment has not been approved, such funds shall be placed into escrow until the Consent Judgment is approved, after which time they shall be released.

I. Miscellaneous.

1. The Fee Panel shall charge an hourly rate approved by the Court. The PreEffective Date costs associated with the Cost and Expense Fund Administrator shall be paid from funds in the Cost Fund. Post-Effective Date, the cost of the Fee Panel shall be charged against the applicable Fee Fund based on allocation by the Fee Panel and shall not be otherwise funded by Teva and Allergan.

2. The MDL PEC shall provide to Teva and Allergan information they have that identifies Attorneys who represent Litigating Subdivisions who are not Participating Subdivisions and who have an obligation to pay a common benefit assessment, either due to the MDL Court’s orders or pursuant to a Participation Agreement.

3. Participating Subdivisions agree to instruct their counsel to treat information, work product and expert materials as confidential under Rule

1.6 of the ABA Model Rules of Professional Conduct. Accordingly, an Attorney shall not share information or work product with, or experts or R-23
materials to, non-participants (other than the Attorney’s own current clients or their lawyers, consultants, experts or other representatives or agents).

However, nothing herein shall prevent MDL Leadership or PEC Counsel from fulfilling their obligations in any MDL and the MDL Court Order.

IV. Miscellaneous
A. Termination. If the Teva Agreement or Allergan Agreement does not proceed past the Reference Date, whether because Teva and Allergan do not determine to proceed or for any other reason, this Fee Agreement shall be null and void, neither Teva nor Allergan shall have any obligation to make any payments under this Fee Agreement other than Fee Panel costs advanced, and Teva, Allergan, and the PEC shall take such steps as are necessary to restore the status quo ante.

B. MDL Court Consideration. This Fee Agreement shall be attached as an exhibit to the Teva Agreement and Allergan Agreement. This Fee Agreement shall also be submitted by Teva, Allergan, and the MDL PEC to the MDL Court for approval pursuant to the motion and order that shall be attached, prior to the Preliminary Agreement Date of the Agreements, as Exhibit B.

1. In the event that the MDL Court, through an order, makes any change to the amounts potentially to be paid by Teva and Allergan under this Fee Agreement, makes any change to the Fee Panel’s consideration of the factors set forth in paragraph III.E.6, or any other material change to the draft Order attached as part of Exhibit B or the terms of this Fee Agreement, Teva, Allergan, and the MDL PEC shall meet and confer concerning such changes.

2. If Teva, Allergan, and the MDL PEC are unable to reach agreement and revisions to this Fee Agreement, this Fee Agreement shall be null and void, Teva and Allergan shall have no obligation to make any payments under this Fee Agreement, and Teva, Allergan, and the MDL PEC shall take such steps as are necessary to restore the status quo ante.

C. Amendment. Once the MDL Court has entered an order implementing this Fee Agreement, this Fee Agreement can only be amended by (1) written agreement of Teva, Allergan, and the MDL PEC and (2) approval by the MDL Court.

D. Jurisdiction and Enforcement. The MDL Court shall have exclusive and ongoing jurisdiction over the enforcement and implementation of this Fee Agreement as set forth herein. The MDL PEC shall be the Authorized Party to enforce this Fee Agreement, as to the payment obligations of Teva and Allergan as set forth in this subsection and as to Attorneys making application to the Funds under this Fee Agreement. Solely for purposes of assessing or allocating common benefit fees, the MDL Court will continue to have jurisdiction over the work product developed in the MDL Court by and under the direction of the MDL PEC with respect to claims against Teva or Allergan, including data and documents, depositions, expert R-24
reports, briefs and pleadings; and the MDL Court’s protective orders, management orders, and other decisions regarding such discovery and other work product, including but not limited to, conditions on its use, will continue in full force and effect. Nothing in this subsection authorizes the MDL Court to act contrary to this Agreement or provides the MDL Court with jurisdiction over the Teva Agreement or Allergan Agreement.

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EXHIBIT S
Agreement on the State Outside Counsel Fee Fund for Manufacturer Settlements

1. Definitions.
a. “Manufacturer” means any of Teva and Allergan, and “Manufacturers” means all of the foregoing.
b. “Multistate Manufacturer Settlement Agreement” means This Settlement Agreement along with the separate settlement of opioids-related claims among 30 or more states and the other Manufacturer.
c. “This Settlement Agreement” means the settlement agreement between the Settling States and the Manufacturer to which this Agreement is attached as an Exhibit.
d. “Settling Manufacturer” means the Manufacturer that is a party to This Settlement Agreement.
e. “Settling States” has the meaning given such term in the relevant Multistate Manufacturer Settlement Agreement.

2. Creation of a State Outside Counsel Manufacturers Fee Fund. The Settling States have agreed to the creation of a state outside counsel fee fund to pay reasonable attorneys’ fees of Settling States which have retained outside counsel in connection with litigation against one or more Manufacturers (such fund, the “State Outside Counsel Manufacturers Fee Fund”).

3. State Outside Counsel Manufacturers Fee Fund Administration. The State Outside Counsel Manufacturers Fee Fund shall be administered separately from any other funds for the payment of attorney’s fees or costs in connection with This Settlement Agreement, including any common benefit fund, contingency fee fund for subdivision counsel, state cost fund, or MDL expense fund. If necessary, a committee of Attorneys General shall be convened to oversee the State Outside Counsel Manufacturers Fee Fund (the “Manufacturers Fee Fund Committee”). The Manufacturers Fee Fund Committee shall be appointed by the Settling State Members of the Enforcement Committee and shall be comprised solely of Attorneys General of Settling States that engaged outside counsel to pursue litigation against one or more Manufacturers. The Settlement Fund Administrator (the “Fee Fund Administrator”) shall administer the State Outside Counsel Manufacturers Fee Fund according to this Exhibit and, if convened, the guidelines and directives of the Manufacturers Fee Fund Committee.

4. State Outside Counsel Manufacturers Fee Eligibility. a. To receive any amount from the State Outside Counsel Manufacturers Fee Fund, both of the following must be true:

1. an outside counsel to a Settling State must have filed and maintained an action in the name of a Settling State or its Attorney General against a Manufacturer in a state or federal court as of November 1, 2022; and

2. the State must become a Settling State for each Multistate Manufacturer Settlement Agreement for which it is eligible.

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b. No Settling State (or its outside counsel) shall receive funds from both the State Outside Counsel Manufacturers Fee Fund and any “Additional Restitution Amount” as may be provided for in This Settlement Agreement. c. In addition to the eligibility criteria set forth in Paragraph 4.a, above, and for the avoidance of doubt, only Settling States under This Settlement Agreement are eligible to receive any funds paid into the State Outside Counsel Manufacturers Fee Fund as a result of This Settlement Agreement.

5. State Outside Counsel Manufacturers Fee Fund Amount. The Settling Manufacturer shall pay funds into the State Outside Counsel Manufacturers Fee Fund in an amount equal to, and on the schedule identified in, Exhibit M (the “Contribution”). The Settling Manufacturer’s Contribution shall be subject to a reduction as described in Paragraph 8, below.

6. State Outside Counsel Manufacturers Fee Fund Availability and Calculation of Amount.
a. The State Outside Counsel Manufacturers Fee Fund shall be available to compensate private outside counsel for Settling State Attorneys General for approved fees arising out of representation of the Settling State pursuant to the schedule attached to this agreement as Schedule I (the “Fee Schedule”). b. The Fee Schedule is intended to reflect the fee calculation in subparagraphs

6.c and d, below (the “Fee Calculation”). Subject to adjustments required by Paragraph 8, below, in the event of any discrepancy between the Fee Schedule and the Fee Calculation, the Fee Schedule shall control. Each Settling State, by becoming a Participating State in This Settlement Agreement, agrees that the Fee Schedule reflects the Fee Calculation and waives any right to contest the accuracy of the Fee Schedule, absent manifest error, the exclusion of a Settling State, or the inclusion of a Non-Settling State. The version of the Fee Schedule reflecting any necessary adjustments shall be the “Final Fee Schedule.”
c. Except as provided in Paragraph d, below, fees shall be aggregated across the Multistate Manufacturer Settlement Agreements and be calculated by adding two components: (a) a fixed amount consisting of fifty percent (50%) of the amount of remediation funds allocated to a Settling State and its Subdivisions pursuant to the Multistate Manufacturer Settlement Agreements multiplied by 4.5% (or, if lower, the applicable contingency fee percentage in the Settling State’s outside counsel contract); and (b) a proportional percentage of the remaining fee due under that Settling State’s contract with its outside counsel assuming that fifty percent (50%) of the Settling State’s recovery is allocable to a Settling State (rather than allocable to the Settling State’s Participating Subdivisions) so that the fees of all eligible Settling States (minus the fixed amount that would have been allocated to any Non-Settling States had they become Settling States) exhausts the State Outside Counsel Manufacturers Fee Fund. The proportional share percentage will be the same for each Settling State S-3
included in the State Outside Counsel Manufacturers Fee Fund. Except as set forth in Paragraph 6.c, fees shall be split proportionally among each Multistate Manufacturer Settlement Agreement, as set forth on the Fee Schedule.
d. Notwithstanding the foregoing, fees for the State of Oklahoma, if it becomes a Settling State under the Multistate Manufacturer Settlement Agreement with Allergan, shall be limited to Oklahoma’s share of the State Outside Counsel Manufacturers Fee Fund derived from Allergan’s Contribution.

Oklahoma’s share of the State Outside Counsel Manufacturers Fee Fund derived from Teva’s Contribution shall be reallocated proportionally among the other Settling States eligible to receive payments from the State Outside Counsel Manufacturer Fee Fund.
e. All amounts paid will be less the following:

1. Any costs or fees of the Fee Fund Administrator. The Fee Schedule reflects a holdback amount of $50,000 for such administrative expenses of the Fee Fund Administrator, the remainder of which shall be disbursed proportionally to States receiving monies from the State Outside Counsel Manufacturers Fee Fund at the conclusion of such administration.

7. Payment by the Fee Fund Administrator.
a. The Fee Fund Administrator shall hold the Contribution in escrow until the earlier of (1) both Multistate Manufacturer Settlement Agreements become effective or (2) when instructed by the Settling State Members of the Enforcement Committee.
b. Subject to eligibility pursuant to Paragraph 4, above, a Settling State’s outside counsel may receive funds from the State Outside Counsel Manufacturers Fee Fund in the following scenarios (“Payment Scenarios”):

1. The Settling State’s outside counsel agrees that the amount listed for such state on the Final Fee Schedule either satisfies in full or exceeds the amounts owed to all such Settling State’s outside counsel and such counsel has provided written notice waiving all entitlement to additional fee in respect of any Multistate Manufacturer Settlement Agreement.

2. The Settling State and its outside counsel enter into a signed writing establishing the amount owed to the counsel, which includes an agreement on the payment of the amount listed for such state on the Final Fee Schedule and waives any right of the State or its outside counsel to additional amounts from the State Outside Counsel Manufacturers Fee Fund.

3. A final judgment is entered that is no longer appealable, which judgement adjudicates the amount owed to the Settling State’s counsel in respect of This Settlement Agreement and directs the Manufacturers Fee Fund Committee how to pay the amount listed on the Final Fee Schedule for such State.

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If no Payment Scenario is applicable with respect to a Settling State, then the Settling State’s share shall be placed in an interest-bearing escrow account (less reasonable expenses of the Fee Fund Administrator) and held unless and until a Payment Scenario is applicable.
c. Upon the applicability of a Payment Scenario 1 with respect to a Settling State, the Fee Fund Administrator shall pay that Settling State’s outside counsel the amount identified on the Final Fee Schedule for such state or such lesser amount that satisfies the Settling State’s obligation to its outside counsel in full. Any remaining allocation to such State shall be paid to the Settling State.
d. Upon the applicability of a Payment Scenario 2 or 3 with respect to a Settling State, the Fee Fund Administrator shall release monies from the State Outside Counsel Manufacturers Fee Fund in either the amount held by the Fee Fund Administrator, if the amount of the agreement or judgment is equal to or more than the amount held, or the amount indicated in the agreement or in the final judgment, if the amount in the agreement or judgment is less than the amount held.
e. Nothing herein, including the amounts listed in Paragraph 5 above or on any Fee Schedule, shall prevent a Settling State from arguing in any proceeding with its outside counsel that (i) its recovery was less than fifty percent (50%) of the recovery in the settlement agreement down to and including fifteen percent (15%) of the total recovery; (ii) any payment should be discounted by an appropriate discount rate commensurate to the risk of the settlement agreement and the timeline that the Settling State is receiving its payments; (iii) the settlement amount should be lower because the amount a Settling State receives was reduced because such Settling State’s outside counsel failed to obtain joinder from a Settling State’s Subdivision(s) that the outside counsel also represented; or (iv) any limitation placed by the Settling Manufacturer bars payment of a higher fee to outside counsel. f. In the event the amount due to the Settling State’s outside counsel from an escrow account is less than the total amount of funds escrowed on the account of the Settling State, the balance shall be paid to the Settling State. In no event, other than a State becoming a Non-Settling State, shall funds revert to a Manufacturer.

8. Non-Settling States; Reversion and Redistribution. Amounts owed by the Settling Manufacturer to the State Outside Counsel Manufacturers Fee Fund shall be reduced by amounts allocated to the fixed amount for such State under This Settlement Agreement in the event that a listed State becomes a Non-Settling State. The payments for the other Settling States reflected in the Fee Schedule shall be adjusted by the Fee Fund Administrator to reflect a recalculated proportional percentage under the Fee Calculation.

9. Interpretation.

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a. This Agreement shall be an Exhibit to each Multistate Manufacturer Settlement Agreement and shall include the Fee Schedule setting forth the presumptive payment calculations for each eligible Settling State. By joining This Settlement Agreement, each State agrees on the presumptive accuracy of the Fee Schedule, absent manifest error, the inclusion of a Non-Settling State, or the exclusion of a Settling State.
b. It is the intent of all parties that the State Outside Counsel Manufacturers Fee Fund function in a similar manner, with similar calculations and mechanics, as the “State Outside Counsel Fee Fund” established in Exhibit S of that certain settlement agreement dated as of July 21, 2021 setting forth the terms of settlement between and among McKesson Corporation, Cardinal Health, Inc., and AmerisourceBergen Corporation, on the one hand, and certain settling states and certain participating subdivisions, on the other hand.

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Schedule I
Fee Schedule
State
Total Fee Allergan Share Teva Share
Alaska $1,252,625.36 $424,966.99 $827,658.36
Delaware $2,194,254.56 $744,425.11 $1,449,829.45
Georgia $6,557,324.06 $2,224,644.65 $4,332,679.41
Hawaii $1,272,349.43 $431,658.60 $840,690.83
Idaho $1,413,869.58 $479,670.88 $934,198.70
Kentucky $5,087,998.16 $1,726,159.60 $3,361,838.56
Mississippi $1,737,202.53 $589,365.16 $1,147,837.38
Nevada
$6,279,564.47 $2,130,411.64 $4,149,152.83
New Mexico
$5,218,189.24 $1,770,328.36 $3,447,860.88
Ohio $6,831,882.94 $2,317,791.78 $4,514,091.16
Oklahoma $1,470,349.73 $1,470,349.73 $-
Puerto Rico $4,823,581.25 $1,636,453.24 $3,187,128.01
South Dakota $673,251.45 $228,408.00 $444,843.46
Admin Expense
Holdbacks
$18,047.03 $31,952.97
Total $16,192,680.76 $28,669,762.00
T-1

EXHIBIT T
Agreement on the Joint State Cost Fund

1. Definitions.
a. “Opioids Defendant” means Teva, Allergan, or such other defendant in opioids-related litigation that enters into a Multistate Settlement after November 1, 2022, and “Opioids Defendants” means all of the foregoing. b. “Multistate Settlement” means this Settlement Agreement along with any other settlement of opioids-related claims among 30 or more states and an Opioids Defendant.
c. “Settlement Agreement” means the settlement agreement between the Settling States and the Opioids Defendant to which this Agreement is attached as an Exhibit.
d. “Settling Opioids Defendant” means the Opioids Defendant that is a party to the Settlement Agreement.
e. “Settling States” has the meaning given such term in the Settlement Agreement.

2. Creation of a State Cost Fund. The Settling Opioids Defendant and the Settling States agree to the creation of a fund to pay costs and expenses associated with litigation and investigations related to the opioids litigation (such fund, the “State Cost Fund”). The State Cost Fund shall be administered separately from any other funds for the payment of attorneys fees or costs in connection with the Settlement Agreement, including any common benefit fund, contingency fee fund for subdivision counsel, subdivision cost fund, or MDL expense fund.

However, the State Cost Fund shall be administered jointly with similar “State Cost Funds” created in other Multistate Settlements after November 1, 2022; any state cost funds jointly administered in this manner shall be referred to as the “Joint State Cost Fund.” To the extent permissible and feasible, the Joint State Cost Fund may also be jointly administered with any fund for reimbursement of states’ litigation and investigation costs established by a bankruptcy plan, including the Mallinckrodt bankruptcy plan, any plans that may emerge from the bankruptcies of Purdue and Endo, and any similar bankruptcies of opioids defendants. To the extent feasible, the Joint State Cost Fund may also be jointly administered with the State Cost Funds established pursuant to the Distributors Multistate Settlement and the Janssen Multistate Settlement.

3. State Cost Fund Amount. The Settling Opioids Defendant shall pay into the State Cost Fund in the amount listed on, and on the schedule set forth in, Exhibit M (the “Settling Opioids Defendant’s Contribution”) for the purpose paying States’ costs and expenses associated with to the opioid litigation.

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4. Joint State Cost Fund Committee. A committee of Attorneys General or their designated representatives (such committee, the “Joint State Cost Fund Committee”) shall oversee the Joint State Cost Fund. The committee shall be appointed by the Settling State Members of the Enforcement Committee, who shall aim to (i) have equal representation between states that retained contingency fee outside counsel and states that did not retain contingency fee outside counsel with respect to opioids-related litigation, and (ii) maintain consistency of committee membership across state cost funds that compose the Joint State Cost Fund. The Settling State Members of the Enforcement Committee may by majority vote add to or change the composition of the Joint State Cost Fund Committee.

5. Joint State Cost Fund Administrator.
a. The Joint State Cost Fund Committee may select an administrator (the “Joint State Cost Fund Administrator”), who shall administer the Joint State Cost Fund and direct payments to Settling States according to the guidelines and directives of the Joint State Cost Fund Committee. While the expenses of the Joint State Cost Fund Administrator shall be reimbursable pursuant to the principles and guidelines listed below, the Joint State Cost Fund Administrator shall first rely on any separate funds that may be set aside for such purpose in any Multistate Settlement.
b. The Joint State Cost Fund Administrator shall be responsible, under the direction and supervision of the Joint State Cost Fund Committee, for receiving and reviewing applications for reimbursement from the Joint State Cost Fund. This may include the creation of an audit process to ensure the integrity of submissions, as well as reimbursement rules to incentivize accurate submissions.

6. State Cost Fund Guidelines and Principles.
a. Monies in the State Cost Fund shall be released without any delay to reimburse Settling States for documented costs incurred or paid in connection with litigation and investigation related to the opioid litigation. b. In allocating the Joint State Cost Fund, the Joint State Cost Fund Committee shall seek to comply with the following principles:

1. Each State Cost Fund should be used to reimburse costs incurred by States that are Settling States in the Multistate Settlement from which funds are paid. (However, the foregoing sentence does not preclude a Non-Settling State that joins a separate Multistate Settlement from participating in the Joint State Cost Fund with respect to contributions made by other Opioids Defendants.)

2. Funds in any State Cost Fund shall be primarily used to reimburse T-3
costs incurred prior to the date on which the relevant Multistate Settlement was first made available for participation to eligible States. Regardless of other factors considered in prioritizing payments, all costs incurred prior to January 1, 2023, shall be paid before any costs incurred after that date are paid.

3. The Joint State Cost Fund shall prioritize the reimbursement of the following over reimbursement of any State’s litigation or investigation costs:
• the reasonable costs of the Joint State Cost Fund
Administrator;
• repayment of National Association of Attorneys General grants made in connection with opioid investigations and litigation, without regard to when the grants were made; • repayment of state-attributable costs of any mediator in connection with negotiations of a Multistate Settlement;

4. The Joint State Cost Fund shall seek to prioritize costs in the following order:
• litigation-related costs; then
• investigation-related costs; then
• settlement and negotiation related costs; then
• cost shares.

5. Costs incurred by a State’s outside counsel that the State is contractually obligated to reimburse shall be treated as costs incurred by a State.

6. As between similar categories of costs (e.g., defendant-specific litigation-related costs), the Joint State Cost Fund shall first reimburse costs incurred by a State’s outside counsel that the State is contractually obligated to reimburse out of its recovery, and then reimburse costs directly incurred by States.

7. The Joint State Cost Fund shall be available to reimburse only those costs which have not yet been reimbursed to a State from any other source, including any other fund set aside in a Multistate Settlement or bankruptcy plan for the reimbursement of costs or any individual T-4
state settlements.

8. The Joint State Cost Fund should not reimburse expenses that are expected to be reimbursed from another source, such as a bankruptcy debtor, unless such expected reimbursements do not come to fruition within a reasonable amount of time. This includes cost shares paid by states.

9. When coordinating among different state cost funds that each could be used to reimburse a given expense, the Joint State Cost Fund Committee may set guidelines to equitably distribute
reimbursements across all state cost funds in a manner that prioritizes costs unlikely to be otherwise reimbursed to a similarly situated State.

10. The Joint State Cost Fund may deny reimbursement of costs, on either an individual basis or a categorical basis, that a supermajority (75%+) of the Joint State Cost Fund Committee determines to be unreasonable.

11. After all costs identified in the foregoing have been reimbursed, the remaining funds in the Joint State Cost Fund shall be distributed to states in proportion to their allocation of remediation payments in the Mallinckrodt bankruptcy plan. Such distribution shall be treated as a reimbursement for States’ unenumerated costs of administering the Multistate Settlements and no subdivision shares shall be carved out of such disbursement, nor shall any attorney’s fees be assessed against such distribution (unless individually agreed to by a State). c. In applying the foregoing principles, the Joint State Cost Fund Committee shall have the discretion to vary their application in order to ensure equity among similarly situated states and to facilitate the ease and speed of administering the Joint State Cost Fund. The Joint State Cost Fund Committee may also apply percentages to approximate costs attributable to a particular Opioids Defendant (or categories of Opioids Defendants) in a manner that seeks to treat similarly situated states equitably. d. The Joint State Cost Fund Committee shall establish guidelines for the submission and approval of expenses eligible for reimbursement from the Joint State Cost Fund, which guidelines may be coordinated and consolidated with any similar cost funds in other state opioid settlements for purposes of joint administration and efficiency.
e. Unless waived by the Joint State Cost Fund Committee, the Joint State Cost T-5
Fund Administrator shall, in accordance with such guidelines, receive from Settling States records sufficient to demonstrate the incurrence and payment of each expense.
f. Where the Joint State Cost Fund Committee determines by a supermajority vote (75%+) that outside counsel for a Settling State has failed to exercise reasonable diligence in reviewing submitted costs for allowability, and such failure has resulted in the reimbursement of unallowed costs to such outside counsel, the Committee shall have the discretion to reduce or recover payments made to such outside counsel in an amount calculated to incentivize the exercise of reasonable diligence.

7. State Undertakings. Each State submitting for reimbursement of costs from the Joint State Cost Fund agrees:
a. to only submit costs allowable under this Joint State Cost Fund Agreement; b. to provide all back-up documentation that may be requested with respect to any submitted cost and to make itself available for any questions related to such costs;
c. to exercise reasonable diligence to ensure that all submitted costs are allowable under (i) this Joint State Cost Fund Agreement, (ii) the State’s contract with its outside counsel, if relevant, (iii) state law, and (iv) the policies and procedures applicable to the State’s retention of outside counsel, if relevant; and
d. to promptly return any excess payments made to the State or its outside counsel from the Joint State Cost Fund, including payments made for costs that were reimbursed from another source or are not allowable hereunder.

ATTACHMENT #4

Proposed California State-Subdivision Agreement
Regarding Distribution and Use of
Settlement Funds – Allergan Settlement

1. Introduction
Pursuant to the Allergan Settlement Agreement, dated as of November 22, 2022, and any revision thereto (the “Allergan Settlement Agreement”), including Section VIII and Exhibit O, the State of California proposes this agreement (the “CA Allergan Allocation Agreement”) to govern the allocation, distribution, and use of Settlement Fund payments made to California pursuant to Sections VI, VII, and VIII of the Allergan Settlement Agreement. For the avoidance of doubt, this agreement does not apply to payments made pursuant to Sections XII or XIII of the Allergan Settlement Agreement.

Pursuant to Exhibit O, Paragraph 4, of the Allergan Settlement Agreement, acceptance of this CA Allergan Allocation Agreement is a requirement to be an Initial Participating Subdivision. 1 Further, pursuant to Sections X.B and X.C of the Teva Settlement Agreement and Sections IX.B and IX.C of the Allergan Settlement Agreement, eligible Subdivisions must participate in both the Teva Settlement Agreement and Allergan Settlement Agreement, or neither.2

2. Definitions
a) CA Participating Subdivision means a Participating Subdivision that is also (a) a Plaintiff Subdivision and/or (b) a Subdivision with a population equal to or greater than 10,000. For the avoidance of doubt, eligible CA Participating Subdivisions are those California subdivisions listed in Exhibit C (excluding Litigating Special Districts) and/or Exhibit I to the Allergan Settlement Agreement. b) Teva Settlement Agreement means the Teva Settlement Agreement dated November 22, 2022, and any revision thereto.
c) CVS Settlement Agreement means the CVS Settlement Agreement dated December 9, 2022, and any revision thereto as well as any modification thereto entered into by the State of California and CVS.
d) Distributor Settlement Agreement means the Distributor Settlement Agreement dated July 21, 2021, and any revision thereto.
e) Janssen Settlement Agreement means the Janssen Settlement Agreement dated July 21, 2021, and any revision thereto.
1 A parallel but separate agreement (the “CA Teva Allocation Agreement”) will govern the allocation, distribution, and use of settlement fund payments under the Teva Settlement Agreement.
2 However, if Teva enters bankruptcy prior to the Effective Date, an eligible Subdivision can choose to only join the Allergan Settlement Agreement.
1 f) Walgreens Settlement Agreement means the Walgreens Settlement Agreement dated December 9, 2022, and any revision thereto.
g) Walmart Settlement Agreement means the Walmart Settlement Agreement dated November 14, 2022, and any revision thereto.
h) CA Litigating Special District means a Litigating Special District located in California. CA Litigating Special Districts include Downey Unified School District, Elk Grove Unified School District, Kern High School District, Montezuma Fire Protection District (located in Stockton, California), Santa Barbara San Luis Obispo Regional Health Authority, Inland Empire Health Plan, Health Plan of San Joaquin, San Leandro Unified School District, Pleasant Valley School District Board, and LA Care Health Plan.
i) Plaintiff Subdivision means a Subdivision located in California, other than a CA Litigating Special District, that filed a lawsuit, on behalf of the Subdivision and/or through an official of the Subdivision on behalf of the People of the State of California, against one or more Opioid Defendants prior to October 1, 2020. j) Opioid Defendant means any defendant (including but not limited to Teva Pharmaceutical Industries Ltd., Allergan Finance, LLC, Allergan Limited, CVS Health Corporation, CVS Pharmacy, Inc., Walgreen Co., Walmart Inc., Johnson & Johnson, Janssen Pharmaceuticals, Inc., Purdue Pharma L.P., Cardinal Health, Inc., AmerisourceBergen Corporation, and McKesson Corporation) named in a lawsuit seeking damages, abatement, or other remedies related to or caused by the opioid public health crisis in any lawsuit brought by any state or local government on or before October 1, 2020.

3. General Terms
This agreement is subject to the requirements of the Allergan Settlement Agreement, as well as applicable law, and the Allergan Settlement Agreement governs over any inconsistent provision of this CA Allergan Allocation Agreement. Terms used in this CA Allergan Allocation Agreement have the same meaning as in the Allergan Settlement Agreement unless otherwise defined herein.

Pursuant to Section VIII(E)(1) of the Allergan Settlement Agreement, (a) all Settlement Fund payments will be used for Opioid Remediation, except as allowed by Section VIII(C) of the Allergan Settlement Agreement; and (b) at least seventy percent (70%) of Settlement Fund payment amounts will be used solely for future Opioid Remediation.

4. State Allocation
2 The Settlement Fund payments to California,
3 pursuant to the Allergan Settlement Agreement,
shall be allocated as follows: 15% to the State Fund; 70% to the Abatement Accounts Fund; and 15% to the Subdivision Fund. For the avoidance of doubt, all funds allocated to California from the Settlement Fund shall be combined pursuant to this CA Allergan Allocation Agreement, and 15% of that total shall be allocated to the State of California (the “State of California Allocation”), 70% to the California Abatement Accounts Fund (“CA Abatement Accounts Fund”), and 15% to the California Subdivision Fund (“CA Subdivision Fund”).

A. State of California Allocation
Fifteen percent of the total Settlement Fund payments will be allocated to the State and used by the State for future Opioid Remediation.

B. CA Abatement Accounts Fund
i. Allocation of CA Abatement Accounts Funds
a) Seventy percent of the total Settlement Fund payments will be allocated to the CA Abatement Accounts Fund. The funds in the CA Abatement Accounts Fund will be allocated based on the allocation model developed in connection with the proposed negotiating class in the National Prescription Opiate Litigation (MDL No. 2804), as adjusted to reflect only those cities and counties that are eligible, based on population or litigation status, to become a CA Participating Subdivision. The percentage from the CA Abatement Accounts Fund allocated to each CA Participating Subdivision is set forth in Appendix 1 in the column entitled abatement percentage (the “Local Allocation”). For the avoidance of doubt, CA Litigating Special Districts and California towns, cities, and counties with a population less than 10,000 are not eligible to receive an allocation of CA Abatement Accounts Funds.
b) A CA Participating Subdivision that is a county, or a city and county, will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision, and will receive payments as provided in the Allergan Settlement Agreement. c) A CA Participating Subdivision that is a city will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision. The Local Allocation share for a city that is a CA Participating Subdivision will be paid to the county in which the city is located, rather than to the city, so long as: (a) the county is a CA Participating Subdivision, and (b) the city has not advised the Settlement Fund Administrator that it requests direct payment at least 60 days prior to a Payment Date. A Local Allocation share allocated to a city but paid to a county is not required to be spent exclusively for abatement activities in that city, but will become part of the county’s share of the CA Abatement Accounts Funds, which will be used in accordance with Section 4.B.ii (Use of 3 For purposes of clarity, use of the term “California” refers to the geographic territory of California and the state and its local governments therein. The term “State” or “State of California” refers to the State of California as a governmental unit. 3 CA Abatement Accounts Funds) and reported on in accordance with Section 4.B.iii (CA Abatement Accounts Fund Oversight).
d) A city within a county that is a CA Participating Subdivision may opt in or out of direct payment at any time, and it may also elect direct payment of only a portion of its share, with the remainder going to the county, by providing notice to the Settlement Fund Administrator at least 60 days prior to a Payment Date. For purposes of this CA Allergan Allocation Agreement, the Cities of Los Angeles, Oakland, San Diego, San Jose and Eureka will be deemed to have elected direct payment if they become Participating Subdivisions.
e) The State will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision.
f) Funds received by a CA Participating Subdivision, and not expended or encumbered within five years of receipt and in accordance with the Allergan Settlement Agreement and this CA Allergan Allocation Agreement shall be transferred to the State; provided however, that CA Participating Subdivisions have seven years to expend or encumber CA Abatement Accounts Funds designated to support capital outlay projects before they must be transferred to the State. This provision shall not apply to the Cost Reimbursement Funds, which shall be controlled by Appendix 2.
ii. Use of CA Abatement Accounts Funds
a) The CA Abatement Accounts Funds will be used for future Opioid Remediation in one or more of the areas described in the List of Opioid Remediation Uses, which is Exhibit E to the Allergan Settlement Agreement.
b) In addition to this requirement, no less than 50% of the funds received by a CA Participating Subdivision from the Abatement Accounts Fund in each calendar year will be used for one or more of the following High Impact Abatement Activities:
(1) the provision of matching funds or operating costs for substance use disorder facilities within the Behavioral Health Continuum Infrastructure Program; (2) creating new or expanded Substance Use Disorder (“SUD”) treatment infrastructure; (3) addressing the needs of communities of color and vulnerable populations (including sheltered and unsheltered homeless populations) that are disproportionately impacted by SUD;
(4) diversion of people with SUD from the justice system into treatment, including by providing training and resources to first and early responders (sworn and non-sworn) 4 and implementing best practices for outreach, diversion and deflection, employability, restorative justice, and harm reduction; and/or
(5) interventions to prevent drug addiction in vulnerable youth. c) The California Department of Health Care Services (“DHCS”) may add to this list (but not delete from it) by designating additional High Impact Abatement Activities. DHCS will make reasonable efforts to consult with stakeholders, including the CA Participating Subdivisions, before adding additional High Impact Abatement Activities to this list. d) For the avoidance of doubt, and subject to the requirements of the Allergan Settlement Agreement and applicable law, CA Participating Subdivisions may form agreements or ventures, or otherwise work in collaboration with, federal, state, local, tribal or private sector entities in pursuing Opioid Remediation activities funded from the CA Abatement Accounts Fund. Further, provided that all CA Abatement Accounts Funds are used for Opioid Remediation consistent with the Allergan Settlement Agreement and this CA Allergan Allocation Agreement, a county and any cities or towns within the county may agree to reallocate their respective shares of the CA Abatement Accounts Funds among themselves, provided that any direct distribution may only be to a CA Participating Subdivision and any CA Participating Subdivision must agree to their share being reallocated.
iii. CA Abatement Accounts Fund Oversight
a) Pursuant to Section 5 below, CA Participating Subdivisions receiving settlement funds must prepare and file reports annually regarding the use of those funds. DHCS may regularly review the reports prepared by CA Participating Subdivisions about the use of CA Abatement Accounts Funds for compliance with the Allergan Settlement Agreement and this CA Allergan Allocation Agreement.
b) If DHCS determines that a CA Participating Subdivision’s use of CA Abatement Accounts Funds is inconsistent with the Allergan Settlement Agreement or this CA Allergan Allocation Agreement, whether through review of reports or information from any other sources, DHCS shall send a request to meet and confer with the CA Participating Subdivision. The parties shall meet and confer in an effort to resolve the concern.
c) If the parties are unable to reach a resolution, DHCS may conduct an audit of the Subdivision’s use of the CA Abatement Accounts Funds within one year of the request to meet and confer, unless the parties mutually agree in writing to extend the meet and confer time frame.
d) If the concern still cannot be resolved, the State may bring a motion or action in the court where the State has filed its Consent Judgment to resolve the concern or otherwise 5 enforce the requirements of the Allergan Settlement Agreement or this CA Allergan Allocation Agreement. However, in no case shall any audit be conducted, or motion be brought, as to a specific expenditure of funds, more than five years after the date on which the expenditure of the funds was reported to DHCS, in accordance with this agreement.
e) Notwithstanding the foregoing, this Agreement does not limit the statutory or constitutional authority of any state or local agency or official to conduct audits, investigations, or other oversight activities, or to pursue administrative, civil, or criminal enforcement actions.

C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the Allergan Settlement Agreement and this CA Allergan Allocation Agreement, to fund future Opioid Remediation and reimburse past opioid-related expenses, which may include fees and expenses related to litigation, and to pay the reasonable fees and expenses of the Special Master as set forth in Appendix 2.

The CA Subdivision Funds will be allocated as follows:
a) First, funds in the CA Subdivision Fund shall be used to pay the Special Master’s reasonable fees and expenses in accordance with the procedures and limitations set forth in Appendix 2 to this document;
b) Second, funds will be allocated to Plaintiff Subdivisions that are Initial Participating Subdivisions that have been awarded Costs, as defined by and in accordance with the procedures and limitations set forth in Appendix 2 to this document. c) Funds remaining in the CA Subdivision Fund, which shall consist of no less than 50% of the total CA Subdivision Fund received in any year pursuant to Appendix 2, Section 2.c.v, will be distributed to Plaintiff Subdivisions that are Initial Participating Subdivisions, in relative proportion to the Local Allocation. These funds shall be used to fund future opioid-related projects and to reimburse past opioid-related expenses, which may include fees and expenses related to litigation against any Opioid Defendant.

D. Provision for State Back-Stop Agreement
On August 6, 2021, Judge Dan Polster of the U.S. District Court, Northern District of Ohio, Eastern Division, issued an order (ECF Docket Number 3814) (“MDL Fees Order”) in the National Prescription Opiate Litigation (MDL No. 2804) “cap[ping] all applicable contingent fee agreements at 15%.” Private counsel representing Plaintiff Subdivisions should seek its 6 contingency fees and costs from the Attorney Fee Fund or Cost Funds under the Teva Settlement Agreement and Allergan Settlement Agreement, and, if applicable, the CVS Settlement Agreement, Distributor Settlement Agreement, Janssen Settlement Agreement, Walgreens Settlement Agreement, and Walmart Settlement Agreement.

A Plaintiff Subdivision may separately agree to use its share of the CA Subdivision Fund to pay for fees or costs incurred by its contingency-fee counsel (“State Back-Stop Agreement”), pursuant to Exhibit R, section I(X), of the Allergan Settlement Agreement and the MDL Fees Order, so long as such contingency fees do not exceed a total contingency fee of 15% of the total gross recovery of the Plaintiff Subdivision pursuant to the Allergan Settlement, inclusive of contingency fees from the national Attorney Fee Fund and this State Back-Stop Agreement.

Before seeking fees or litigation costs and expenses from a State Back-Stop Agreement, private counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the Allergan Settlement Agreement. Further, private counsel may only seek reimbursement for litigation fees and costs that have not previously been reimbursed through prior settlements or judgments.

To effectuate a State Back-Stop Agreement pursuant to this section, an agreement in the form of Appendix 3 may be entered into by a Plaintiff Subdivision, private counsel, and the California Office of the Attorney General. The California Office of the Attorney General shall, upon the request of a Plaintiff Subdivision, execute any agreement executed by a Plaintiff Subdivision and its private counsel if it is in the form of Appendix 3. The California Office of the Attorney General will also consider requests from Plaintiff Subdivisions to execute and enter into agreements presented in other forms.

For the avoidance of doubt, this agreement does not require a Plaintiff Subdivision to request or enter into a State Back-Stop Agreement, and no State Back-Stop Agreement shall impose any duty or obligation on the State of California or any of its agencies or officers, including without limitation the Attorney General.

5. State and Subdivision Reporting
a) DHCS will prepare an annual written report regarding the State’s use of funds from the settlement until those funds are fully expended and for one year thereafter. These reports will be made publicly available on the DHCS web site.
b) Each CA Participating Subdivision that receives payments of funds from the settlement will prepare written reports at least annually regarding the use of those funds, until those funds are fully expended and for one year thereafter. These reports will also include a certification that all funds that the CA Participating Subdivision has received through the settlement have been used in compliance with the Allergan Settlement Agreement and this CA Allergan Allocation Agreement. The report will be in a form reasonably determined by DHCS. Prior to specifying the form of the report DHCS will confer with representatives of the Plaintiff Subdivisions.
7 c) The State and all CA Participating Subdivisions receiving CA Abatement Accounts Funds will track all deposits and expenditures. Each such subdivision is responsible solely for the CA Abatement Accounts Funds it receives. A county is not responsible for oversight, reporting, or monitoring of CA Abatement Accounts Funds received by a city within that county that receives direct payment. Unless otherwise exempt, Subdivisions’ expenditures and uses of CA Abatement Accounts Funds and other Settlement Funds will be subject to the normal budgetary and expenditure process of the Subdivision. d) Each Plaintiff Subdivision receiving CA Subdivision Funds will track all deposits and expenditures, as required by the Allergan Settlement Agreement and this CA Allergan Allocation Agreement. Among other things, Plaintiff Subdivisions using monies from the CA Subdivision Fund for purposes that do not qualify as Opioid Remediation must identify and include in their annual report, the amount and how such funds were used, including if used to pay attorneys’ fees, investigation costs, or litigation costs. Pursuant to Section VIII(C) of the Allergan Settlement Agreement, such information must also be reported to the Settlement Fund Administrator and Allergan. e) In each year in which DHCS prepares an annual report DHCS will also host a meeting to discuss the annual report and the Opioid Remediation activities being carried out by the State and Participating Subdivisions.

6. Miscellaneous
a) The State or any CA Participating Subdivision may bring a motion or action in the court where the State has filed its Consent Judgment to enforce the requirements of this CA Allergan Allocation Agreement. Before filing such a motion or action the State will meet and confer with any CA Participating Subdivision that is the subject of the anticipated motion or action, and vice versa.
b) Except as provided in the Allergan Settlement Agreement, this CA Allergan Allocation Agreement is not enforceable by any party other than the State and the CA Participating Subdivisions. It does not confer any rights or remedies upon, and shall not be enforceable by, any third party.
c) Except as provided in the CA Allergan Allocation Agreement, if any provision of this agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this agreement, or the application of such provision to persons, entities, or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each other provision of this agreement will be valid and enforceable to the fullest extent permitted by law. d) Except as provided in the Allergan Settlement Agreement, this agreement shall be governed by and interpreted in accordance with the laws of California. 8 APPENDIX 1
DISCLAIMER: The allocation percentages herein are estimates only and should not be relied on for decisions regarding legal rights, releases, waivers, or other decisions affecting current or potential legal claims. Percentages shown in the Plaintiff Subdivision Percentage column may change pursuant to Section 4.C. of the California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds—Allergan Settlement, whereas the percentages shown in the Abatement Percentage column should not change. Participating Subdivisions, underlying calculations, and the calculated allocation percentages are subject to change. Regarding the column herein entitled “Abatement Percentage,” pursuant to Section 4.B.e., the State of California will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision. Regarding the column herein entitled “Plaintiff Subdivision Percentage,” payments allocated to a Plaintiff Subdivision, which is not an Initial Participating Subdivision, will be re-allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions.

Regarding the column herein entitled “Abatement Percentage,” the annotation of “100%” refers to one-hundred percent (100%) of the California Abatement Account Funds received, pursuant to Section 4.B. Regarding the column herein entitled “Plaintiff Subdivision Percentage,” the annotation of “100%” refers to one-hundred percent (100%) of the California Subdivision Funds received, pursuant to Section 4.C. Regarding the column herein entitled “Weighted Allocation Percentage,” the annotation of “100%” refers to onehundred percent (100%) of the combined and weighted allocation of the Abatement Percentage and the Plaintiff Subdivision Percentage.

APPENDIX 1
100.000% 100.000% 100.000%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Alameda County Alameda 2.332% 2.853% 2.4237952%
City Alameda Alameda 0.069% 0.0570162%
City Albany Alameda 0.013% 0.0107768%
City Berkeley Alameda 0.152% 0.1249656%
City Dublin Alameda 0.033% 0.040% 0.0338810%
City Emeryville Alameda 0.023% 0.0185765%
City Fremont Alameda 0.108% 0.0888576%
City Hayward Alameda 0.117% 0.0966218%
City Livermore Alameda 0.054% 0.0446740%
City Newark Alameda 0.026% 0.0217626%
City Oakland Alameda 0.486% 0.595% 0.5055601%
City Piedmont Alameda 0.014% 0.0114064%
City Pleasanton Alameda 0.067% 0.0554547%
City San Leandro Alameda 0.039% 0.0321267%
City Union City Alameda 0.043% 0.0352484%
County Amador County Amador 0.226% 0.277% 0.2349885%
County Butte County Butte 1.615% 1.975% 1.6783178%
City Chico Butte 0.216% 0.264% 0.2246499%
City Oroville Butte 0.079% 0.0646595%
County Calaveras County Calaveras 0.226% 0.277% 0.2351644% County Colusa County Colusa 0.059% 0.0489221%
County Contra Costa County Contra Costa 2.102% 2.571% 2.1844585% City Antioch Contra Costa 0.037% 0.0301879%
City Brentwood Contra Costa 0.026% 0.0215339%
City Clayton Contra Costa 0.002% 0.0018060%
City Concord Contra Costa 0.055% 0.0456676%
City Danville Contra Costa 0.010% 0.0082255%
City El Cerrito Contra Costa 0.023% 0.0189024%
City Hercules Contra Costa 0.010% 0.0078273%
1 of 15

Participating
Subdivision
Classification
Participating Subdivision County
Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Lafayette Contra Costa 0.006% 0.0046030%
City Martinez Contra Costa 0.012% 0.0098593%
City Moraga Contra Costa 0.004% 0.0031007%
City Oakley Contra Costa 0.010% 0.0079416%
City Orinda Contra Costa 0.005% 0.0038157%
City Pinole Contra Costa 0.013% 0.0110909%
City Pittsburg Contra Costa 0.053% 0.0436369%
City Pleasant Hill Contra Costa 0.013% 0.0106309%
City Richmond Contra Costa 0.146% 0.1201444%
City San Pablo Contra Costa 0.018% 0.0148843%
City San Ramon Contra Costa 0.021% 0.0176459%
City Walnut Creek Contra Costa 0.026% 0.0212132%
County Del Norte County Del Norte 0.114% 0.140% 0.1189608% County El Dorado County El Dorado 0.768% 0.939% 0.7980034% City Placerville El Dorado 0.015% 0.0127642%
City South Lake Tahoe El Dorado 0.081% 0.0665456%
County Fresno County Fresno 1.895% 2.318% 1.9693410%
City Clovis Fresno 0.065% 0.0536211%
City Coalinga Fresno 0.012% 0.0098554%
City Fresno Fresno 0.397% 0.3270605%
City Kerman Fresno 0.005% 0.0042534%
City Kingsburg Fresno 0.008% 0.0066167%
City Mendota Fresno 0.002% 0.0019387%
City Orange Cove Fresno 0.004% 0.0035607%
City Parlier Fresno 0.008% 0.0069755%
City Reedley Fresno 0.012% 0.0098804%
City Sanger Fresno 0.018% 0.0146135%
City Selma Fresno 0.015% 0.0127537%
County Glenn County Glenn 0.107% 0.131% 0.1116978%
County Humboldt County Humboldt 1.030% 1.260% 1.0703185%

APPENDIX 1
2 of 15

Participating
Subdivision
Classification
Participating Subdivision County
Abatement
Percentage
Plaintiff
Subdivision
Percenta
Weighted
Allcation
Percentage
City Arcata Humboldt 0.054% 0.0447660%
City Eureka Humboldt 0.117% 0.143% 0.1216284%
City Fortuna Humboldt 0.032% 0.0266837%
County Imperial County Imperial 0.258% 0.315% 0.2679006% City Brawley Imperial 0.011% 0.0087986%
City Calexico Imperial 0.019% 0.0152799%
City El Centro Imperial 0.158% 0.1302522%
City Imperial Imperial 0.006% 0.0048791%
County Inyo County Inyo 0.073% 0.089% 0.0754413%
County Kern County Kern 2.517% 3.079% 2.6159145%
City Arvin Kern 0.006% 0.0046425%
City Bakersfield Kern 0.212% 0.1747198%
City California City Kern 0.009% 0.0070820%
City Delano Kern 0.030% 0.0249316%
City McFarland Kern 0.003% 0.0025644%
City Ridgecrest Kern 0.015% 0.0120938%
City Shafter Kern 0.013% 0.0103417%
City Tehachapi Kern 0.009% 0.0073580%
City Wasco Kern 0.008% 0.0069861%
County Kings County Kings 0.293% 0.2413469%
City Avenal Kings 0.007% 0.0056335%
City Corcoran Kings 0.013% 0.0107032%
City Hanford Kings 0.027% 0.0226038%
City Lemoore Kings 0.016% 0.0131900%
County Lake County Lake 0.795% 0.6545389%
City Clearlake Lake 0.041% 0.050% 0.0426253%
City Lakeport Lake 0.021% 0.026% 0.0222964%
County Lassen County Lassen 0.319% 0.391% 0.3320610%
City Susanville Lassen 0.027% 0.0219295%
County Los Angeles County Los Angeles 13.896% 16.999% 14.4437559%

APPENDIX 1
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3 of 15

Participating
Subdivision
Classification
Participating Subdivision County
Abatement
Percentage
Plaintiff
Subdivision
Percenta
Weighted
Allcation
Percentage
City Agoura Hills Los Angeles 0.005% 0.0040024%
City Alhambra Los Angeles 0.042% 0.0343309%
City Arcadia Los Angeles 0.033% 0.0267718%
City Artesia Los Angeles 0.001% 0.0005100%
City Azusa Los Angeles 0.026% 0.0210857%
City Baldwin Park Los Angeles 0.027% 0.0218520%
City Bell Los Angeles 0.008% 0.0068783%
City Bellflower Los Angeles 0.002% 0.0014485%
City Bell Gardens Los Angeles 0.014% 0.0114301%
City Beverly Hills Los Angeles 0.065% 0.0534897%
City Burbank Los Angeles 0.100% 0.0823132%
City Calabasas Los Angeles 0.006% 0.0048948%
City Carson Los Angeles 0.019% 0.0159805%
City Cerritos Los Angeles 0.005% 0.0039682%
City Claremont Los Angeles 0.010% 0.0082584%
City Commerce Los Angeles 0.000% 0.0002971%
City Compton Los Angeles 0.044% 0.0361882%
City Covina Los Angeles 0.028% 0.0229127%
City Cudahy Los Angeles 0.001% 0.0006020%
City Culver City Los Angeles 0.055% 0.0449894%
City Diamond Bar Los Angeles 0.001% 0.0006993%
City Downey Los Angeles 0.052% 0.0429994%
City Duarte Los Angeles 0.003% 0.0027261%
City El Monte Los Angeles 0.031% 0.038% 0.0318985%
City El Segundo Los Angeles 0.033% 0.0268020%
City Gardena Los Angeles 0.034% 0.0278088%
City Glendale Los Angeles 0.166% 0.1366586%
City Glendora Los Angeles 0.016% 0.0134411%
City Hawaiian Gardens Los Angeles 0.005% 0.0040549%
City Hawthorne Los Angeles 0.050% 0.0407833%

APPENDIX 1
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4 of 15

Participating
Subdivision
Classification
Participating Subdivision County
Abatement
Percentage
Plaintiff
Subdivision
Percenta
Weighted
Allcation
Percentage
City Hermosa Beach Los Angeles 0.018% 0.0145307%
City Huntington Park Los Angeles 0.023% 0.0190667%
City Inglewood Los Angeles 0.059% 0.0489195%
City La Cañada Flintridge Los Angeles 0.003% 0.0025565% City Lakewood Los Angeles 0.005% 0.0039971%
City La Mirada Los Angeles 0.010% 0.0081572%
City Lancaster Los Angeles 0.045% 0.0369689%
City La Puente Los Angeles 0.002% 0.0012999%
City La Verne Los Angeles 0.024% 0.0194190%
City Lawndale Los Angeles 0.002% 0.0017731%
City Lomita Los Angeles 0.004% 0.0031940%
City Long Beach Los Angeles 0.439% 0.3614151%
City Los Angeles Los Angeles 2.715% 3.321% 2.8218811%
City Lynwood Los Angeles 0.016% 0.0134345%
City Malibu Los Angeles 0.002% 0.0019269%
City Manhattan Beach Los Angeles 0.032% 0.0260686%
City Maywood Los Angeles 0.004% 0.0035528%
City Monrovia Los Angeles 0.031% 0.0254455%
City Montebello Los Angeles 0.030% 0.0250670%
City Monterey Park Los Angeles 0.031% 0.0256677%
City Norwalk Los Angeles 0.031% 0.0258228%
City Palmdale Los Angeles 0.046% 0.0375827%
City Palos Verdes Estates Los Angeles 0.006% 0.0053102% City Paramount Los Angeles 0.011% 0.0091483%
City Pasadena Los Angeles 0.146% 0.1200524%
City Pico Rivera Los Angeles 0.022% 0.0183333%
City Pomona Los Angeles 0.111% 0.0911933%
City Rancho Palos Verdes Los Angeles 0.002% 0.0012645%
City Redondo Beach Los Angeles 0.062% 0.0506992%
City Rosemead Los Angeles 0.003% 0.0028260%

APPENDIX 1
ge
5 of 15

APPENDIX 1
Participatin
Subdivision
Classificatio
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
County
City
City
County
City
City
City
City
City
County
County
City
g
n
Participating Subdivision
San Dimas
San Fernando
San Gabriel
San Marino
Santa Clarita
Santa Fe Springs
Santa Monica
Sierra Madre
Signal Hill
South El Monte
South Gate
South Pasadena
Temple City
Torrance
Walnut
West Covina
West Hollywood
Whittier
Madera County
Chowchilla
Madera
Marin County
Larkspur
Mill Valley
Novato
San Anselmo
San Rafael
Mariposa County
Mendocino County
Ukiah
County
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Madera
Madera
Madera
Marin
Marin
Marin
Marin
Marin
Marin
Mariposa
Mendocino
Mendocino
Abatement
Percentage

0.003%

0.013%

0.018%

0.009%

0.022%

0.031%

0.158%

0.006%

0.010%

0.005%

0.020%

0.012%

0.005%

0.112%

0.006%

0.049%

0.013%

0.032%

0.349%

0.012%

0.039%

0.564%

0.015%

0.020%

0.028%

0.009%

0.089%

0.084%

0.439%

0.039%
Plaintiff
Subdivision
Percentage

0.427%

0.690%

0.103%

0.536%
Weighted
Allcation
Percentage

0.0022016%

0.0104837%

0.0147726%

0.0073791%

0.0178167%

0.0257531%

0.1298513%

0.0048646%

0.0084884%

0.0039603%

0.0166272%

0.0095334%

0.0039498%

0.0919820%

0.0047305%

0.0404521%

0.0108517%

0.0260581%

0.3630669%

0.0097332%

0.0318441%

0.5861325%

0.0124697%

0.0168401%

0.0229824%

0.0078062%

0.0729823%

0.0876131%

0.4558394%

0.0317153%
6 of 15

APPENDIX 1
Participating
Subdivision
Classification
County
City
City
City
City
County
County
County
City
City
City
City
City
City
City
City
County
City
City
County
City
City
County
City
City
City
City
City
City
City
Participating Subdivision
Merced County
Atwater
Livingston
Los Banos
Merced
Modoc County
Mono County
Monterey County
Greenfield
King City
Marina
Monterey
Pacific Grove
Salinas
Seaside
Soledad
Napa County
American Canyon
Napa
Nevada County
Grass Valley
Truckee
Orange County
Aliso Viejo
Anaheim
Brea
Buena Park
Costa Mesa
Cypress
Dana Point
County
Merced
Merced
Merced
Merced
Merced
Modoc
Mono
Monterey
Monterey
Monterey
Monterey
Monterey
Monterey
Monterey
Monterey
Monterey
Napa
Napa
Napa
Nevada
Nevada
Nevada
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Abatement
Percentage

0.551%

0.024%

0.006%

0.020%

0.061%

0.065%

0.023%

0.908%

0.006%

0.005%

0.017%

0.041%

0.009%

0.094%

0.023%

0.007%

0.288%

0.017%

0.078%

0.441%

0.024%

0.003%

4.364%

0.014%

0.554%

0.086%

0.087%

0.124%

0.033%

0.001%
Plaintiff
Subdivision
Percentage

0.674%

0.080%

0.029%

1.111%

0.352%

0.539%

5.339%

0.678%

0.152%
Weighted
Allcation
Percentage

0.5724262%

0.0195846%

0.0045873%

0.0165142%

0.0500762%

0.0678250%

0.0242606%

0.9437083%

0.0050552%

0.0037355%

0.0144098%

0.0336540%

0.0074842%

0.0776576%

0.0191772%

0.0060870%

0.2994325%

0.0136869%

0.0642783%

0.4579827%

0.0197805%

0.0023843%

4.5363576%

0.0113841%

0.5759282%

0.0708897%

0.0714352%

0.1288366%

0.0271937%

0.0005560%
7 of 15

APPENDIX 1
Participating
Subdivision
Classification
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
County
City
City
City
Participating Subdivision
Fountain Valley
Fullerton
Garden Grove
Huntington Beach
Irvine
Laguna Beach
Laguna Hills
Laguna Niguel
Laguna Woods
La Habra
Lake Forest
La Palma
Los Alamitos
Mission Viejo
Newport Beach
Orange
Placentia
Rancho Santa Margarita
San Clemente
San Juan Capistrano
Santa Ana
Seal Beach
Stanton
Tustin
Westminster
Yorba Linda
Placer County
Auburn
Lincoln
Rocklin
County
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Placer
Placer
Placer
Placer
Abatement
Percentage

0.055%

0.137%

0.213%

0.247%

0.139%

0.047%

0.014%

0.001%

0.060%

0.012%

0.008%

0.014%

0.179%

0.150%

0.029%

0.001%

0.008%

0.502%

0.020%

0.035%

0.073%

0.104%

0.044%

1.045%

0.017%

0.031%

0.076%
Plaintiff
Subdivision
Percentage

0.168%

0.302%

0.170%

0.058%

0.073%

0.035%

0.010%

0.614%

0.127%

1.278%
Weighted
Allcation
Percentage

0.0455980%

0.1425744%

0.1752482%

0.2568420%

0.1442350%

0.0493043%

0.0115457%

0.0007071%

0.0006546%

0.0621049%

0.0101249%

0.0095439%

0.0069190%

0.0117560%

0.1470134%

0.1231320%

0.0298912%

0.0006296%

0.0086083%

0.0065510%

0.5213866%

0.0165891%

0.0291955%

0.0600341%

0.1082721%

0.0362223%

1.0861002%

0.0141114%

0.0255599%

0.0625485%
8 of 15

APPENDIX 1
Participating
Subdivision
Classification
City
County
County
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
County
Participating Subdivision
Roseville
Plumas County
Riverside County
Banning
Beaumont
Blythe
Canyon Lake
Cathedral City
Coachella
Corona
Desert Hot Springs
Eastvale
Hemet
Indio
Jurupa Valley
Lake Elsinore
La Quinta
Menifee
Moreno Valley
Murrieta
Norco
Palm Desert
Palm Springs
Perris
Rancho Mirage
Riverside
San Jacinto
Temecula
Wildomar
Sacramento County
County
Placer
Plumas
Riverside
Riverside
Riverside
Riverside
Riverside
Riverside
Riverside
Riverside
Riverside
Riverside
Riverside
Riverside
Riverside
Riverside
Riverside
Riverside
Riverside
Riverside
Riverside
Riverside
Riverside
Riverside
Riverside
Riverside
Riverside
Riverside
Riverside
Sacramento
Abatement
Percentage

0.196%

0.205%

4.534%

0.017%

0.021%

0.012%

0.000%

0.067%

0.021%

0.147%

0.024%

0.000%

0.051%

0.056%

0.001%

0.021%

0.063%

0.032%

0.137%

0.048%

0.016%

0.083%

0.076%

0.009%

0.052%

0.268%

0.010%

0.022%

0.008%

3.797%
Plaintiff
Subdivision
Percentage

0.251%

5.547%

0.059%

4.645%
Weighted
Allcation
Percentage

0.1616559%

0.2128729%

4.7128296%

0.0143848%

0.0171135%

0.0096714%

0.0001761%

0.0553614%

0.0173054%

0.1207083%

0.0200433%

0.0002747%

0.0421792%

0.0457794%

0.0008991%

0.0172949%

0.0516732%

0.0260909%

0.1130348%

0.0497423%

0.0134542%

0.0682465%

0.0629862%

0.0076774%

0.0431098%

0.2206279%

0.0085936%

0.0180086%

0.0062500%

3.9465887%
9 of 15

APPENDIX 1
Participating
Subdivision
Classification
City
City
City
City
City
City
County
City
County
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
Participating Subdivision
Citrus Heights
Elk Grove
Folsom
Galt
Rancho Cordova
Sacramento
San Benito County
Hollister
San Bernardino County
Adelanto
Apple Valley
Barstow
Chino
Chino Hills
Colton
Fontana
Grand Terrace
Hesperia
Highland
Loma Linda
Montclair
Ontario
Rancho Cucamonga
Redlands
Rialto
San Bernardino
Twentynine Palms
Upland
Victorville
Yucaipa
County
Sacramento
Sacramento
Sacramento
Sacramento
Sacramento
Sacramento
San Benito
San Benito
San Bernardino
San Bernardino
San Bernardino
San Bernardino
San Bernardino
San Bernardino
San Bernardino
San Bernardino
San Bernardino
San Bernardino
San Bernardino
San Bernardino
San Bernardino
San Bernardino
San Bernardino
San Bernardino
San Bernardino
San Bernardino
San Bernardino
San Bernardino
San Bernardino
San Bernardino
Abatement
Percentage

0.057%

0.130%

0.108%

0.017%

0.008%

0.721%

0.106%

0.027%

3.259%

0.008%

0.025%

0.015%

0.064%

0.001%

0.031%

0.112%

0.006%

0.035%

0.004%

0.009%

0.039%

0.179%

0.084%

0.057%

0.073%

0.178%

0.002%

0.052%

0.033%

0.016%
Plaintiff
Subdivision
Percentage

0.882%

0.130%

3.987%
Weighted
Allcation
Percentage

0.0465312%

0.1066994%

0.0890850%

0.0143704%

0.0067679%

0.7496530%

0.1101417%

0.0225355%

3.3878124%

0.0066640%

0.0207360%

0.0122056%

0.0525893%

0.0006388%

0.0253443%

0.0920543%

0.0051051%

0.0291522%

0.0029061%

0.0071188%

0.0322108%

0.1472934%

0.0689431%

0.0469150%

0.0603206%

0.1461880%

0.0012605%

0.0424460%

0.0269400%

0.0128772%
10 of 15

APPENDIX 1
Participating
Subdivision
Classification
City
County
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
Consolidated
County
City
City
City
City
City
City
County
City
City
Participating Subdivision
Yucca Valley
San Diego County
Carlsbad
Chula Vista
Coronado
El Cajon
Encinitas
Escondido
Imperial Beach
La Mesa
Lemon Grove
National City
Oceanside
Poway
San Diego
San Marcos
Santee
Solana Beach
Vista
San Francisco
San Joaquin County
Lathrop
Lodi
Manteca
Ripon
Stockton
Tracy
San Luis Obispo County
Arroyo Grande
Atascadero
County
San Bernardino
San Diego
San Diego
San Diego
San Diego
San Diego
San Diego
San Diego
San Diego
San Diego
San Diego
San Diego
San Diego
San Diego
San Diego
San Diego
San Diego
San Diego
San Diego
San Francisco
San Joaquin
San Joaquin
San Joaquin
San Joaquin
San Joaquin
San Joaquin
San Joaquin
San Luis Obispo
San Luis Obispo
San Luis Obispo
Abatement
Percentage

0.003%

5.706%

0.128%

0.189%

0.044%

0.113%

0.061%

0.145%

0.014%

0.055%

0.022%

0.080%

0.213%

0.062%

1.975%

0.089%

0.033%

0.017%

0.052%

3.026%

1.680%

0.009%

0.053%

0.054%

0.013%

0.313%

0.084%

0.816%

0.024%

0.029%
Plaintiff
Subdivision
Percentage

6.980%

0.231%

0.074%

0.068%

2.416%

3.702%

2.055%

0.383%

0.999%
Weighted
Allcation
Percentage

0.0021228%

5.9309748%

0.1050485%

0.1961456%

0.0359095%

0.0933582%

0.0630289%

0.1192204%

0.0118283%

0.0575593%

0.0183911%

0.0656808%

0.1753428%

0.0511040%

2.0531169%

0.0733897%

0.0268401%

0.0138564%

0.0425144%

3.1457169%

1.7460399%

0.0075394%

0.0439484%

0.0443454%

0.0104219%

0.3256176%

0.0692047%

0.8484126%

0.0199053%

0.0240680%
11 of 15

APPENDIX 1
Participating
Subdivision
Classification
City
City
City
City
County
City
City
City
City
City
City
City
City
City
City
City
City
City
City
City
County
City
City
City
City
City
County
City
City
City
Participating Subdivision
El Paso de Robles (Paso Robles
Grover Beach
Morro Bay
San Luis Obispo
San Mateo County
Belmont
Burlingame
Daly City
East Palo Alto
Foster City
Half Moon Bay
Hillsborough
Menlo Park
Millbrae
Pacifica
Redwood City
San Bruno
San Carlos
San Mateo
South San Francisco
Santa Barbara County
Carpinteria
Goleta
Lompoc
Santa Barbara
Santa Maria
Santa Clara County
Campbell
Cupertino
Gilroy
County
San Luis Obispo
San Luis Obispo
San Luis Obispo
San Luis Obispo
San Mateo
San Mateo
San Mateo
San Mateo
San Mateo
San Mateo
San Mateo
San Mateo
San Mateo
San Mateo
San Mateo
San Mateo
San Mateo
San Mateo
San Mateo
San Mateo
Santa Barbara
Santa Barbara
Santa Barbara
Santa Barbara
Santa Barbara
Santa Barbara
Santa Clara
Santa Clara
Santa Clara
Santa Clara
Abatement
Percentage

0.043%

0.017%

0.020%

0.077%

1.074%

0.021%

0.019%

0.044%

0.013%

0.020%

0.004%

0.013%

0.015%

0.013%

0.016%

0.056%

0.021%

0.013%

0.052%

0.043%

1.132%

0.001%

0.004%

0.047%

0.122%

0.058%

2.404%

0.014%

0.008%

0.025%
Plaintiff
Subdivision
Percentage

1.313%

1.385%

2.941%
Weighted
Allcation
Percentage

0.0353456%

0.0137881%

0.0160922%

0.0637841%

1.1159599%

0.0169860%

0.0152537%

0.0363880%

0.0103982%

0.0166101%

0.0031638%

0.0110029%

0.0126209%

0.0105836%

0.0130625%

0.0463511%

0.0172161%

0.0108885%

0.0425841%

0.0353943%

1.1768968%

0.0008938%

0.0028969%

0.0389379%

0.1004559%

0.0479179%

2.4987553%

0.0112566%

0.0066824%

0.0202891%
)
12 of 15

APPENDIX 1
Participating
Subdivision
Classification
City
City
City
City
City
City
City
City
City
City
County
City
City
City
City
County
City
City
City
County
County
City
City
City
City
City
City
County
City
City
Participating Subdivision
Los Altos
Los Gatos
Milpitas
Morgan Hill
Mountain View
Palo Alto
San Jose
Santa Clara
Saratoga
Sunnyvale
Santa Cruz County
Capitola
Santa Cruz
Scotts Valley
Watsonville
Shasta County
Anderson
Redding
Shasta Lake
Siskiyou County
Solano County
Benicia
Dixon
Fairfield
Suisun City
Vacaville
Vallejo
Sonoma County
Healdsburg
Petaluma
County
Santa Clara
Santa Clara
Santa Clara
Santa Clara
Santa Clara
Santa Clara
Santa Clara
Santa Clara
Santa Clara
Santa Clara
Santa Cruz
Santa Cruz
Santa Cruz
Santa Cruz
Santa Cruz
Shasta
Shasta
Shasta
Shasta
Siskiyou
Solano
Solano
Solano
Solano
Solano
Solano
Solano
Sonoma
Sonoma
Sonoma
Abatement
Percentage

0.013%

0.036%

0.015%

0.041%

0.039%

0.294%

0.067%

0.004%

0.053%

0.783%

0.020%

0.143%

0.015%

0.063%

1.095%

0.024%

0.284%

0.004%

0.228%

0.760%

0.031%

0.016%

0.109%

0.021%

0.119%

0.167%

1.218%

0.032%

0.081%
Plaintiff
Subdivision
Percentage

0.360%

0.957%

1.339%

0.279%

1.490%
Weighted
Allcation
Percentage

0.0103338%

0.0103220%

0.0298120%

0.0124619%

0.0334608%

0.0323080%

0.3054960%

0.0549723%

0.0034161%

0.0434069%

0.8135396%

0.0168191%

0.1180348%

0.0126525%

0.0520136%

1.1380191%

0.0198896%

0.2334841%

0.0031993%

0.2373393%

0.6260795%

0.0253903%

0.0130849%

0.0897317%

0.0176183%

0.0976497%

0.1373644%

1.2661290%

0.0266929%

0.0667507%
13 of 15

APPENDIX 1
Participating
Subdivision
Classification
City
City
City
City
County
City
City
City
City
City
City
City
County
City
County
City
County
County
City
City
City
City
City
City
City
County
County
City
City
City
Participating Subdivision
Rohnert Park
Santa Rosa
Sonoma
Windsor
Stanislaus County
Ceres
Modesto
Newman
Oakdale
Patterson
Riverbank
Turlock
Sutter County
Yuba City
Tehama County
Red Bluff
Trinity County
Tulare County
Dinuba
Exeter
Farmersville
Lindsay
Porterville
Tulare
Visalia
Tuolumne County
Ventura County
Camarillo
Fillmore
Moorpark
County
Sonoma
Sonoma
Sonoma
Sonoma
Stanislaus
Stanislaus
Stanislaus
Stanislaus
Stanislaus
Stanislaus
Stanislaus
Stanislaus
Sutter
Sutter
Tehama
Tehama
Trinity
Tulare
Tulare
Tulare
Tulare
Tulare
Tulare
Tulare
Tulare
Tuolumne
Ventura
Ventura
Ventura
Ventura
Abatement
Percentage

0.041%

0.184%

0.022%

0.016%

1.722%

0.041%

0.217%

0.006%

0.018%

0.015%

0.010%

0.065%

0.306%

0.074%

0.213%

0.014%

0.082%

0.809%

0.014%

0.004%

0.003%

0.007%

0.021%

0.037%

0.066%

0.486%

2.192%

0.002%

0.008%
Plaintiff
Subdivision
Percentage

0.374%

0.261%

0.101%

0.990%

0.594%

2.681%
Weighted
Allcation
Percentage

0.0340759%

0.1519070%

0.0183438%

0.0129298%

1.4182273%

0.0340260%

0.1788759%

0.0046964%

0.0145531%

0.0126590%

0.0085699%

0.0531966%

0.3179548%

0.0606242%

0.2216654%

0.0117771%

0.0855476%

0.8410949%

0.0116929%

0.0032479%

0.0027879%

0.0057111%

0.0171845%

0.0302273%

0.0545872%

0.5047621%

2.2781201%

0.0012815%

0.0020294%

0.0067337%
14 of 15

APPENDIX 1
Participating
Subdivision
Classification
City
City
City
City
City
City
County
City
City
City
County
City
Participating Subdivision
Oxnard
Port Hueneme
San Buenaventura (Ventura)
Santa Paula
Simi Valley
Thousand Oaks
Yolo County
Davis
West Sacramento
Woodland
Yuba County
Marysville
County
Ventura
Ventura
Ventura
Ventura
Ventura
Ventura
Yolo
Yolo
Yolo
Yolo
Yuba
Yuba
Abatement
Percentage

0.156%

0.021%

0.085%

0.014%

0.065%

0.022%

0.357%

0.055%

0.066%

0.058%

0.214%

0.014%
Plaintiff
Subdivisio
Percentage

0.190%

0.437%

0.262%
n
Weighted
Allcation
Percentage

0.1617338%

0.0174145%

0.0702181%

0.0119072%

0.0533043%

0.0179902%

0.3713319%

0.0451747%

0.0544321%

0.0477904%

0.2225679%

0.0112079%
15 of 15

APPENDIX 2
Cost Reimbursement Procedure

1. Additional defined terms:
a) Costs means the reasonable amounts paid for the attorney and other City Attorney and County Counsel staff time for individuals employed by a Plaintiff Subdivision at the contractual rate, inclusive of benefits and overhead, together with amounts paid for court reporters, experts, copying, electronic research, travel, vendors, and the like, which were not previously reimbursed and which were paid or incurred (i) prior to December 31, 2022 in litigation against any Opioid Defendant and/or (ii) in negotiating and drafting any CA Allocation Agreement(s) concerning a settlement with any Opioid Defendant(s).

Costs does not include attorneys’ fees, costs, or expenses incurred by private contingency fee counsel. No part of the CA Abatement Accounts Fund will be used to reimburse Costs.
b) First Claims Date means October 1, 2023 or when all applications for reimbursement of Costs, in whole or in part, from funds available under Section XIV and Exhibit R of the Teva Settlement Agreement, Section XIII and Exhibit R of the Allergan Settlement Agreement, Section X and Exhibit R of the Distributor Settlement Agreement, Section XI and Exhibit R of the Janssen Settlement Agreement, Section X and Exhibit R of the CVS Settlement Agreement, Section IX and Exhibit R of the Walgreens Settlement Agreement, or Section IX and Exhibit R of the Walmart Settlement Agreement, have been finally determined under the provisions of those agreements, whichever comes first. c) Special Master means a retired judicial officer or former public lawyer, not presently employed or retained by a Plaintiff Subdivision, who will aggregate, review, and determine the reasonable Costs to be awarded to each Plaintiff Subdivision that submits a claim for reimbursement of Costs. The Special Master will be selected by a majority vote of the votes cast by Plaintiff Subdivisions, with each such subdivision having one vote. d) Plaintiff Subdivision Committee means the committee of Plaintiff Subdivisions that will review and approve the invoices submitted by the Special Master reflecting his or her reasonable time and expenses.

2. Cost Reimbursement to Plaintiff Subdivision
a) Purpose. Substantial resources have been expended to hold Opioid Defendants accountable for creating and profiting from the opioid crisis, and this effort has been a significant catalyst in creating National Opioid Settlements with various manufacturers, distributors, and chain pharmacies.
b) Claims Procedure.
1 i. If a Plaintiff Subdivision is eligible to seek reimbursement of Costs, in whole or in part, from funds available under Section XIV and Exhibit R of the Teva Settlement Agreement, Section XIII and Exhibit R of the Allergan Settlement Agreement, Section X and Exhibit R of the CVS Settlement Agreement, Section IX and Exhibit R of the Walgreens Settlement Agreement, Section IX and Exhibit R of the Walmart Settlement Agreement, Section X or Exhibit R of the Distributor Settlement Agreement, or Section XI or Exhibit R of the Janssen Settlement Agreement, it must first make a timely application for reimbursement from such funds. To allow sufficient time for determination of those applications, no claim for Costs to the CA Subdivision Fund under this Agreement may be made before the First Claims Date. ii. A Plaintiff Subdivision that wishes to be reimbursed from the CA Subdivision Fund must submit a claim to the Special Master no later than forty-five (45) days after the First Claims Date. The Special Master will then compile and redistribute the aggregated claim totals for each Plaintiff Subdivision via email to representatives of all the Plaintiff Subdivisions. A claim for attorney and staff time must list, for each attorney or staff member included in the claim, the following information: name, title, total hours claimed, hourly rate (including, if sought, benefits and share of overhead), and narrative summarizing the general nature of the work performed by the attorney or staff member. For reimbursement of “hard” costs, the subdivision may aggregate across a category (e.g., total for travel costs). It is the intention of the Plaintiff Subdivisions that submission of documents related to reimbursement of Costs does not waive any attorney-client privilege or exemptions to the California Public Records Act.
iii. The Special Master may request, at his or her sole option, additional documents or details to assist in the final award of Costs.
iv. The Special Master will review claims for reasonableness and will notify each Plaintiff Subdivision of the final determination of its claim, and will provide a list of all final awards to all Plaintiff Subdivisions by email or, upon request, via First Class U.S. Mail. Any Plaintiff Subdivision may ask the Special Master to reconsider any final award within twenty-one (21) days. The Special Master will make a final determination on any such reconsideration request within thirty (30) days of receipt. v. Any decision of the Special Master is final and binding, and will be considered under the California Arbitration Act, Code of Civil Procedure section 1280 et seq. as a final arbitration award. Nothing in this agreement is intended to expand the scope of judicial review of the final award for errors of fact or law, and the Parties agree that they may only seek to vacate the award if clear and convincing evidence demonstrates one of the factors set forth in Code of Civil Procedure, section 1286.2, subdivision (a). Plaintiff Subdivisions will have fourteen (14) days after all final awards are made, together with any final determination of a request for reconsideration, to seek review in the Superior Court of California, pursuant to Code of Civil Procedure, section 1285, where the State has filed its Consent Judgment. 2 vi. The Special Master will prepare a report of Costs that includes his or her fees and expenses at least ninety (90) days before the Payment Date for each Annual Payment. The Special Master’s preparation of a report of Costs does not discharge a Plaintiff Subdivision’s reporting requirement under Section VIII.C of the Allergan Settlement Agreement.
vii. A member of the Plaintiff Subdivision Committee, which is a CA Participating Subdivision, will submit to the Settlement Fund Administrator and Allergan a report of the fees and expenses incurred by the Special Master pursuant to Section VIII.C of the Allergan Settlement Agreement.
c) Claims Priority and Limitation.
i. The Special Master will submit invoices for compensation of reasonable fees and expenses to the Plaintiff Subdivision Committee no later than ninety (90) days prior to the Payment Date for each Annual Payment. The Plaintiff Subdivision Committee will promptly review and, if reasonable, approve the Special Master’s invoice for compensation. The Plaintiff Subdivision Committee will submit approved invoices to the Settlement Fund Administrator for payment. The Special Master’s approved invoices have priority and will be paid first from the CA Subdivision Fund before any award of Costs, subject to the limitation in Section 2.c.v below. ii. Final Awards of Costs that do not exceed seventy-five thousand dollars ($75,000.00) will be paid next in priority after the Special Master’s approved invoices.
iii. Final Awards of Costs in excess of seventy-five thousand dollars ($75,000.00) will be paid proportionally from the funds remaining in that year’s Annual Payment. iv. Any claim for Costs that is not paid in full will be allocated against the next year’s distribution from the CA Subdivision Fund, until all approved claims for Costs are paid in full.
v. In no event will more than 50% of the total CA Subdivision Fund received in any year be used to pay Costs or the Special Master’s approved invoices. vi. In no event shall more than $28 million of the total CA Subdivision Funds paid pursuant to the Teva Settlement Agreement, Allergan Settlement Agreement, Distributor Settlement Agreement, CVS Settlement Agreement, Janssen Settlement Agreement, Walgreens Settlement Agreement, and the Walmart Settlement Agreement be used to pay Costs.
d) Collateral Source Payments and Third-Party Settlement. i. In the event a Plaintiff Subdivision is awarded compensation, in whole or in part, by any source of funds created as a result of litigation against an Opioid Defendant for 3 its reasonable Costs, it will reduce its claim for Costs from the CA Subdivision Fund by that amount. If a Plaintiff Subdivision has already received a final award of Costs from the CA Subdivision Fund, it will repay the fund up to the prior award of Costs via a payment to the Settlement Fund Administrator or notify the Settlement Fund Administrator that its allocation from the next and subsequent Annual Payments should be reduced accordingly. If the Plaintiff Subdivision is repaying any prior award of Costs, that repayment will occur as soon as is feasible after the Plaintiff Subdivision’s receipt of Cost funds from the collateral source, but no more than 90 days after its receipt from the collateral source. The Settlement Fund Administrator will add any repaid Costs to the CA Subdivision Fund. Any Plaintiff Subdivision that has submitted for reimbursement to any national fund and has not received a final determination by the First Claims Date may request that the settlement administrator withhold some or all of its payment from the CA Subdivision Fund in order to avoid repayment.
ii. In the event a Plaintiff Subdivision reaches a monetary settlement or compromise against any Opioid Defendant outside of the National Opioid Settlement, the monetary portion of such settlement, net of fees paid to outside contingency fee counsel and of funds earmarked strictly for abatement, will be credited against its Costs and the subdivision will be ineligible to recover those credited Costs from the CA Subdivision Fund. Plaintiff Subdivisions negotiating monetary settlements or compromises against any Opioid Defendant outside of the National Opioid Settlement will negotiate for funds to repay any Costs it previously received from the CA Subdivision Fund or for Costs it otherwise might be eligible to claim from the CA Subdivision Fund. If such a settlement is paid after all final approved claims for Costs by all Plaintiff Subdivisions are satisfied in full, the settling subdivision will reimburse the CA Subdivision Fund in that amount by making payment to the Settlement Fund Administrator to add to the CA Subdivision Fund in a manner consistent with the repayments described in section 2.d.i above. 4 APPENDIX 3

CALIFORNIA-SUBDIVISION BACKSTOP AGREEMENT
On August 6, 2021, Judge Polster of the US District Court for the Northern District of Ohio issued an Order (the Order), docket number 3814, in In Re National Prescription Opiate Litigation, MDL 2804, addressing contingent attorney fee contracts between political subdivisions eligible to participate in the Allergan Settlement and their counsel.

In light of the Order, and at the request of [SUBDIVISION], the [SUBDIVISION], its counsel [COUNSEL], and the California Attorney General, on behalf of the State of California, are entering into this California-Subdivision Backstop Agreement (Backstop Agreement). [SUBDIVISION] and [COUNSEL] intend this Backstop Agreement to constitute a State BackStop Agreement as that term is used in the Order and in Exhibit R (Agreement on Attorneys’ Fees, Costs, and Expenses) of the Allergan Settlement Agreement.

Pursuant to this Backstop Agreement, [SUBDIVISION] may, subject to the limitations of the Allergan Settlement Agreement and CA Allergan Allocation Agreement, as well as any other limitations imposed by law, use funds that it receives from the Allergan Settlement CA Subdivision Fund to pay a contingent fee to [COUNSEL]. Any such payment from [SUBDIVISION] to [COUNSEL], together with any contingency fees that [COUNSEL] may receive from the national Attorney Fee Fund, will not exceed a total contingency fee of [PERCENTAGE NOT TO EXCEED 15%] of the total gross recovery of [SUBDIVISION] from the Allergan Settlement.
[COUNSEL] certify that they first sought fees and costs from the Attorney Fee Fund created under the Allergan Settlement Agreement before seeking or accepting payment under this backstop agreement. [COUNSEL] further certify that they are not seeking and will not accept payment under this backstop agreement of any litigation fees or costs that have been reimbursed through prior settlements or judgments.

The Attorney General is executing this agreement solely because the definition of “State BackStop Agreement” in Exhibit R of the Allergan Settlement Agreement requires such agreements to be between “a Settling State” and private counsel for a participating subdivision. Neither the California Attorney General nor the State of California have any obligations under this Backstop Agreement, and this Backstop Agreement does not require the payment of any state funds to [SUBDIVISION], [COUNSEL], or any other party.
[DATE] [SUBDIVISION SIGNATURE BLOCK]
[DATE] [COUNSEL SIGNATURE BLOCK]
[DATE] [ATTORNEY GENERAL SIGNATURE BLOCK]
1 ATTACHMENT #5
1 WALGREENS SETTLEMENT

AGREEMENT
2 WALGREENS SETTLEMENT AGREEMENT
This Settlement Agreement, dated as of December 9, 2022 (the "Agreement"), sets forth the terms of settlement between and among the Settling States, the Participating Subdivisions, and Walgreens (as those terms are defined below). Upon satisfaction of the conditions set forth in Sections II and VIII, this Agreement will be binding on the Settling States, Walgreens and the Participating Subdivisions. This Agreement will then be filed as part of a Consent Judgment in the respective courts of each of the Settling States, pursuant to the terms set forth in Section VIII.

I. Definitions
Unless otherwise specified, the following definitions apply:

A. “Additional Remediation Amount.” The amount available to the Settling States totaling up to $31,921,103, to be paid in accord with the payment schedule at Exhibit M-3.

B. “Adjusted State Remediation Payment.” The State Remediation Payment reduced by the Overall State Allocation for each Non-Settling State on Exhibit F-2. For the avoidance of doubt, this amount shall be the same as the Base State Remediation Payment reduced by the State Global Allocation Percentage for each Non-Settling State and Florida on Exhibit F-1.

C. "Agreement." This agreement, as set forth above. For the avoidance of doubt, this Agreement is inclusive of all exhibits.

D. "Alleged Harms." The alleged past, present, and future financial, societal, and public nuisance harms and related expenditures arising out of the alleged misuse and abuse of Products, non-exclusive examples of which are described in the documents listed on Exhibit A, that have allegedly arisen as a result of the physical and bodily injuries sustained by individuals suffering from opioid-related addiction, abuse, death, and other related diseases and disorders, and that have allegedly been caused by Released Entities.

E. "Allocation Statute." A state law that governs allocation, distribution, and/or use of some or all of the Settlement Fund amounts allocated to that State and/or its Subdivisions. An Allocation Statute may, without limitation, contain a Statutory Trust, further restrict expenditures of funds, form an advisory committee, establish oversight and reporting requirements, or address other default provisions and other matters related to the funds. An Allocation Statute is not required to address all three (3) types of funds comprising the Settlement Fund or all default provisions.

F. "Annual Remediation Payment." The amount payable to the Settlement Fund by Walgreens for Settling States’ Base Payments and Incentive Payments on the Payment Date for each Payment Year, as calculated by the Settlement Fund Administrator.

G. “Annual Fees Payment.” The amounts payable by Walgreens in each Payment Year comprised of the State AG Fees and Costs payment and Additional Remediation Amount, 3 as reduced for non-Settling States, and the Private Attorneys Fees, including any reduction to the Contingency Fee Fund, and not including the Annual Remediation Payment.

H. “Annual Maximum.” As defined in Section IV.B.2.

I. "Appropriate Official." As defined in Section XIII.G.3.

J. "Bankruptcy Code." Title 11 of the United States Code, 11 U.S.C. § 101, et seq.

K. "Bar." Either: (1) a law barring Subdivisions in a State from maintaining Released Claims against Released Entities (either through a direct bar or through a grant of authority to release claims and the exercise of such authority in full) or (2) a ruling by the highest court of the State (or, in a State with a single intermediate court of appeals, the intermediate court of appeals) when setting forth the general principle that Subdivisions in the State may not maintain any Released Claims against Released Entities, whether on the ground of this Agreement (or the release in it) or otherwise. For the avoidance of doubt, a law or ruling that is conditioned or predicated upon payment by a Released Entity (apart from the Annual Remediation Payments by Walgreens under this Agreement) shall not constitute a Bar.

L. “Base Payment.” As defined in Section Error! Reference source not found...

M. “Base State Remediation Payment” shall be $5,150,000,000.

N. “Case-Specific Resolution." Either: (1) a law barring the Subdivision at issue from maintaining any Released Claims against any Released Entities (either through a direct bar or through a grant of authority to release claims and the exercise of such authority in full); or (2) a ruling by a court of competent jurisdiction over the Subdivision at issue that the Subdivision may not maintain any Released Claims at issue against any Released Entities, whether on the ground of this Agreement (or the release in it) or otherwise. For the avoidance of doubt, a law or ruling that is conditioned or predicated upon payment by a Released Entity (apart from the annual payments by Walgreens under this Agreement) shall not constitute a Case-Specific Resolution.

O. "Claim." Any past, present or future cause of action, claim for relief, cross-claim or counterclaim, theory of liability, demand, derivative claim, request, assessment, charge, covenant, damage, debt, lien, loss, penalty, judgment, right, obligation, dispute, suit, contract, controversy, agreement, parens patriae claim, promise, performance, warranty, omission, or grievance of any nature whatsoever, whether legal, equitable, statutory, regulatory or administrative, whether arising under federal, state or local common law, statute, regulation, guidance, ordinance or principles of equity, whether filed or unfiled, whether asserted or unasserted, whether known or unknown, whether accrued or unaccrued, whether foreseen, unforeseen or unforeseeable, whether discovered or undiscovered, whether suspected or unsuspected, whether fixed or contingent, and whether existing or hereafter arising, in all such cases, including, but not limited to, any request for declaratory, injunctive, or equitable relief, compensatory, punitive, or statutory damages, absolute liability, strict liability, restitution, remediation, subrogation, contribution, indemnity, apportionment, disgorgement, reimbursement, 4 attorney fees, expert fees, consultant fees, fines, penalties, expenses, costs or any other legal, equitable, civil, administrative, or regulatory remedy whatsoever.

P. "Claim-Over." A Claim asserted by a Non-Released Entity against a Released Entity on the basis of contribution, indemnity, or other claim-over on any theory relating to a Non-Party Covered Conduct Claim asserted by a Releasor.

Q. “Compensatory Restitution Amount.” The aggregate amount paid or incurred by Walgreens hereunder for Opioid Remediation, which includes each Annual Remediation Payment and does not include amounts paid as attorneys’ fees and costs or identified pursuant to Section V.B.2 as being used to pay attorneys’ fees, investigation costs or litigation costs, which shall be up to the amount of the Adjusted State Remediation Payment.

R. "Consent Judgment." A consent judgment in a form to be agreed by the Settling States and Walgreens prior to the Initial Participation Date that, among other things, (1) approves this Agreement and (2) provides for the release set forth in Section X.A, including the dismissal with prejudice of any Released Claims that the Settling State has brought against Released Entities.

S. "Covered Conduct." Any actual or alleged act, failure to act, negligence, statement, error, omission, breach of any duty, conduct, event, transaction, agreement, misstatement, misleading statement or other activity of any kind whatsoever from the beginning of time through the Reference Date (and any past, present, or future consequence of any such act, failure to act, negligence, statement, error, omission, breach of duty, conduct, event, transaction, agreement, misstatement, misleading statement or other activity) relating in any way to (1) compounding, counseling and documentation relating to any Product or class of Products (2) the discovery, development, manufacture, packaging, repackaging, marketing, promotion, advertising, labeling, recall, withdrawal, distribution, delivery, monitoring, reporting, supply, sale, prescribing, dispensing, physical security, warehousing, use or abuse of, or operating procedures relating to, any Product, or any system, plan, policy or advocacy relating to any Product or class of Products, including, but not limited to, any unbranded promotion, marketing, programs, or campaigns relating to any Product or class of Products; (3) the characteristics, properties, risks, or benefits of any Product; (4) the reporting, disclosure, non-reporting or nondisclosure to federal, state or other regulators of orders placed with any Released Entity; or (5) diversion control programs or suspicious order monitoring;
T. “Deferred Payment Notice.” As defined in Section IV.K.4.

U. “Designated State.” The State of New York.

V. “Effective Date.” The date sixty (60) calendar days after the Reference Date.

W. “Eligible States.” The states, commonwealths, and territories of the United States of America, excluding Florida.

X. “Enforcement Committee.” A committee consisting of representatives of the Settling States and of the Participating Subdivisions. Exhibit B contains the organizational 5 bylaws of the Enforcement Committee. Notice pursuant to Section XIII.S shall be provided when there are changes in membership or contact information.

Y. "Final Order." An order or judgment of a court of competent jurisdiction with respect to the applicable subject matter (1) which has not been reversed or superseded by a modified or amended order, is not currently stayed, and as to which any right to appeal or seek certiorari, review, reargument, stay, or rehearing has expired, and as to which no appeal or petition for certiorari, review, reargument, stay, or rehearing is pending, or (2) as to which an appeal has been taken or petition for certiorari, review, reargument, stay, or rehearing has been filed and (a) such appeal or petition for certiorari, review, reargument, stay, or rehearing has been resolved by the highest court to which the order or judgment was appealed or from which certiorari, review, reargument, stay, or rehearing was sought, or (b) the time to appeal further or seek certiorari, review, reargument, stay, or rehearing has expired and no such further appeal or petition for certiorari, review, reargument, stay, or rehearing is pending.

Z. “Global Settlement Amount.” The Global Settlement Amount is $5,522,528,766which is comprised of the Adjusted State Remediation Payment, Private Attorneys Fees, State AG Fees and Costs, and Additional Remediation Amount AA. “Implementation Administrator.” The vendor agreed to by Walgreens and the Enforcement Committee, and retained by Walgreens for costs of up to $1,500,000, to provide notice pursuant to Section VII.A and to manage the initial joinder period for Subdivisions, including the issuance and receipt of Subdivision Participation Agreements.

BB. "Incentive Payment A." The incentive payment described in Section IV.H.4.

CC. “Incentive Payment A Catch-up Payment.” As defined in Section IV.H.4.f.

DD. "Incentive Payment BC." The incentive payment described in Section IV.H.5.

EE. "Incentive Payment D." The incentive payment described in Section IV.H.6.

FF. "Initial Participating Subdivision." A Subdivision that meets the requirements set forth in Section VII.D.

GG. "Initial Participation Date." The date ninety (90) calendar days after the Preliminary Agreement Date, unless it is extended by written agreement of Walgreens and the Enforcement Committee.

HH. "Injunctive Relief Terms." The terms described in Section III and set forth in Exhibit P.

II. "Later Litigating Subdivision." A Subdivision (or Subdivision official asserting the right of or for the Subdivision to recover for Alleged Harms to the Subdivision and/or the people thereof) that: (1) first files a lawsuit bringing a Released Claim against a Released Entity after the Trigger Date; or (2) adds a Released Claim against a Released Entity after the Trigger Date to a lawsuit brought before the Trigger Date that, prior to the Trigger Date, did not include any Released Claims against a Released Entity; or (3) (a) was a Litigating Subdivision whose 6 Released Claims against Released Entities were resolved by a legislative Bar or legislative CaseSpecific Resolution as of the Trigger Date, (b) such legislative Bar or legislative Case-Specific Resolution is subject to a Revocation Event after the Trigger Date, and (c) the earlier of the date of completion of opening statements in a trial in an action brought by a Subdivision in that State that includes a Released Claim against a Released Entity or one hundred eighty (180) days from the Revocation Event passes without a Bar or Case-Specific Resolution being implemented as to that Litigating Subdivision or the Litigating Subdivision's Released Claims being dismissed; or (4) (a) was a Litigating Subdivision whose Released Claims against Released Entities were resolved by a judicial Bar or judicial Case-Specific Resolution as of the Trigger Date, (b) such judicial Bar or judicial Case-Specific Resolution is subject to a Revocation Event after the Trigger Date, and (c) such Litigating Subdivision takes any action in its lawsuit asserting a Released Claim against a Released Entity other than seeking a stay or dismissal.

JJ. "Later Participating Subdivision." A Participating Subdivision that is not an Initial Participating Subdivision, but meets the requirements set forth in Section VILE.

KK. "Litigating Subdivision." A Subdivision (or Subdivision official) that brought any Released Claim against any Released Entity prior to the Trigger Date; provided, however, that a Subdivision (or Subdivision official) that is a Prior Litigating Subdivision shall not be considered a Litigating Subdivision. Exhibit C is an agreed list of all Litigating Subdivisions. Exhibit C will be updated (including with any corrections) periodically, and a final version of Exhibit C will be attached hereto as of the Reference Date.

LL. “National Arbitration Panel.” The panel comprised as described in Section VI.F.2.b.

MM. “National Disputes.” As defined in Section VI.F.2.a.

NN. "Non-Litigating Subdivision." Any Subdivision that is neither a Litigating Subdivision nor a Later Litigating Subdivision.

OO. “Non-Litigating Threshold Subdivisions.” Primary Subdivisions (a) with populations greater than 30,000 that have not sued Walgreens as of the Initial Subdivision Participation Date and (b) with populations between 10,000 and 30,000 that have not sued Walgreens but have sued McKesson, AmerisourceBergen, Cardinal or Janssen related to any allegations regarding the Products.

PP. "Non-Participating Subdivision." Any Subdivision that is not a Participating Subdivision.

QQ. "Non-Party Covered Conduct Claim." A Claim against any Non-Released Entity involving, arising out of, or related to Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Released Entity).

RR. "Non-Party Settlement." A settlement by any Releasor that settles any Non-Party Covered Conduct Claim and includes a release of any Non-Released Entity. 7 SS. "Non-Released Entity." An entity that is not a Released Entity.

TT. “Non-Settling State.” Any Eligible State that is not a Settling State.

UU. "Opioid Remediation." Care, treatment, and other programs and expenditures (including reimbursement for past such programs or expenditures1 except where this Agreement restricts the use of funds solely to future Opioid Remediation) designed to (1) address the misuse and abuse of opioid products, (2) treat or mitigate opioid use or related disorders, or (3) mitigate other alleged effects of, including on those injured as a result of, the opioid epidemic. Exhibit E provides a non-exhaustive list of expenditures that qualify as being paid for Opioid Remediation.

Qualifying expenditures may include reasonable related administrative expenses in connection with the above.

VV. “Opioid Tax.” Any tax, assessment, license fee, surcharge or any other fee (other than a fixed prospective excise tax or similar tax or fee that has no restriction on pass-through) imposed by a State on Walgreens on the sale, transfer or distribution of opioid products; provided, however, that none of the following as currently enacted shall be considered an Opioid Tax for purposes of this Agreement: 16 Del. Code Chapter 48B; fees assessed by the Minnesota Board of Pharmacy under Minnesota Statutes section 151.065; any penalty assessed under Minnesota’s Opiate Product Registration Fee law, Minnesota Statutes section 151.066; the MinnesotaCare Wholesale Drug Distributor and Use Tax, Minnesota Statutes section 292.52; the Excise Tax on sale of Opioids, Article 20-D of New York’s Tax Law; the Opioid Stewardship Act, Article 33, Title 2-A of New York’s Public Health Law; and Rhode Island’s Opioid Stewardship Act, R.I. Gen. Laws §§ 21-28.10, et seq.).

WW. “Overall Allocation Percentage.” A Settling State’s percentage as set forth in Exhibit F-2.

XX. "Participating Subdivision." Any Subdivision that meets the requirements for becoming a Participating Subdivision under Section VII.B and Section VII.C. Participating Subdivisions include both Initial Participating Subdivisions and Later Participating Subdivisions.

YY. “Participation Percentage of Incentive BC Eligible Subdivision Population.” As defined in Section IV.H.5.e.

ZZ. "Parties." Walgreens and the Settling States (each, a "Party").

AAA. "Payment Date." The date on which Walgreens makes the Annual Remediation Payment pursuant to Section IV.B. For the avoidance of doubt, the date on which the Annual Fee Payments (including without limitation State AG Fees and Costs and Additional Remediation Amounts) are made is December 31 for each Payment Year in which Annual Fee Payments are due pursuant to Exhibit M-3, which may be a different date than the Payment Date.

BBB. "Payment Year." The Walgreens’ fiscal year during which the applicable Annual Remediation Payment and/or Annual Fees Payment is due pursuant to Exhibit M-2 and Exhibit M-3. Walgreens’ fiscal year is September 1-August 31. Payment Year 1 is September 1, 2022- 1 Reimbursement includes amounts paid to any governmental entities for past expenditures or programs 8 August 31, 2023, Payment Year 2 is September 1, 2023-August 31, 2024 and so forth.

References to payment "for a Payment Year" mean the Annual Remediation Payment and/or Annual Fees Payment (including without limitation State AG Fees and Costs and Additional Remediation Amounts) due during that year. References to eligibility "for a Payment Year" mean eligibility in connection with the Annual Remediation Payment due during that year.

CCC. “Post-Suspension Payment.” As defined in Section IV.K.2.

DDD. “Primary Fire District.” A fire district that covers a population of 25,000, or

0.20% of an Eligible State’s population if an Eligible State’s population is greater than 18 million. If not easily calculable from state data sources and agreed to between the Eligible State and Walgreens, a fire district’s population is calculated by dividing the population of the county or counties a fire district serves by the number of fire districts in the county or counties. “Primary Fire Districts” shall mean fire districts as identified in connection with the implementation of the July 21, 2021 Janssen Settlement Agreement.

EEE. “Preliminary Agreement Date.” The date on which Walgreens is to inform the Settling States of their determination whether the condition in Section II.B has been satisfied.

The Preliminary Agreement Date shall be no more than ten (10) calendar days after the end of the notice period to States, unless it is extended by written agreement of the Walgreens and the Enforcement Committee.

FFF. "Primary Subdivision." A Subdivision that is a General Purpose Government (including, but not limited to, a municipality, county, county subdivision, city, town, township, parish, village, borough, gore, or any other entities that provide municipal-type government) with population over 10,000. Attached as Exhibit I is an agreed list of the Primary Subdivisions in each Eligible State.

GGG. "Prior Litigating Subdivision." A Subdivision (or Subdivision official) that brought any Released Claim against any Released Entity prior to the Trigger Date and all such Released Claims were separately settled or finally adjudicated prior to the Trigger Date; provided, however, that if the final adjudication was pursuant to a Bar, such Subdivision shall not be considered a Prior Litigating Subdivision. Notwithstanding the prior sentence, Walgreens and the Settling State of the relevant Subdivision may agree in writing that the Subdivision shall not be considered a Prior Litigating Subdivision.

HHH. “Private Attorney Fees” are the amount to be paid by Walgreens for private attorneys’ litigation fees and costs on behalf of Participating Subdivisions. The Private Attorney Fees are 12.4% times the Base State Remediation Payment with the maximum amount being $638,600,000. For avoidance of doubt, Private Attorney Fees do not include State AG Fees and Costs or Additional Remediation Amount.

III. "Product." Any chemical substance, whether used for medicinal or non-medicinal purposes, and whether natural, synthetic, or semi-synthetic, or any finished pharmaceutical product made from or with such substance, that is: (1) an opioid or opiate, as well as any product containing any such substance; or (2) benzodiazepine, carisoprodol, or gabapentin; or (3) a combination or "cocktail" of chemical substances prescribed, sold, bought, or dispensed to be used 9 together that includes opioids or opiates. "Product" shall include, but is not limited to, any substance consisting of or containing buprenorphine, codeine, fentanyl, hydrocodone, hydromorphone, meperidine, methadone, morphine, oxycodone, oxymorphone, tapentadol, tramadol, opium, heroin, carfentanil, diazepam, estazolam, quazepam, alprazolam, clonazepam, oxazepam, flurazepam, triozolam, temazepam, midazolam, carisoprodol, gabapentin, or any variant of these substances or any similar substance. Notwithstanding the foregoing, nothing in this section prohibits a Settling State from taking administrative or regulatory action related to benzodiazepine (including, but not limited to, diazepam, estazolam, quazepam, alprazolam, clonazepam, oxazepam, flurazepam, triozolam, temazepam, and midazolam), carisoprodol, or gabapentin that is wholly independent from the use of such drugs in combination with opioids, provided such action does not seek money (including abatement and/or remediation) for conduct prior to the Effective Date.

JJJ. “Reduced Payment Termination Date.” As defined in Section IV.K.3.

KKK. "Reference Date." The date on which Walgreens is to inform the Settling States of its determination whether the condition in Section VIII has been satisfied. The Reference Date shall be no later than thirty (30) calendar days after the Initial Participation Date, unless it is extended by written agreement of Walgreens and the Enforcement Committee.

LLL. "Released Claims." Any and all Claims that directly or indirectly are based on, arise out of, or in any way relate to or concern the Covered Conduct occurring prior to the Reference Date. Without limiting the foregoing, Released Claims include any Claims that have been asserted against Walgreens, including claims arising from Walgreens’ acquisition of other firms or assets prior to the Reference Date, by a Settling State or Litigating Subdivision in any federal, state, or local action or proceeding (whether judicial, arbitral, or administrative) based on, arising out of, or relating to, in whole or in part, the Covered Conduct, or any such Claims that could be or could have been asserted now or in the future in those actions or in any comparable action or proceeding brought by a State, Subdivision, or Releasor (whether or not such State, Subdivision, or Releasor has brought such action or proceeding), including any subsidiaries thereof to the extent permissible by law. Released Claims include any claims of a Non-Released Entity held by a Released Entity by way of assignment. Released Claims also include all Claims asserted in any proceeding to be dismissed pursuant to this Agreement, whether or not such claims relate to Covered Conduct. The Parties intend that this term, "Released Claims," be interpreted broadly. This Agreement does not release Claims by private individuals. It is the intent of the Parties that Claims by private individuals be treated in accordance with applicable law. Released Claims is also used herein to describe claims brought by a Later Litigating Subdivision or other non-party Subdivision that would have been Released Claims if they had been brought by a Releasor against a Released Entity.

MMM."Released Entities." With respect to Released Claims, Walgreens and (1) all past and present subsidiaries, divisions, predecessors, successors, and assigns (in each case, whether direct or indirect) of Walgreens; (2) all past and present subsidiaries and divisions (in each case, whether direct or indirect) of any entity described in subsection (1); (3) the respective past and present officers, directors, members, trustees, and employees of any of the foregoing (each for actions that occurred during and related to their work for, or employment with, any of Walgreens or the foregoing entities); (4) all past and present joint ventures (whether direct or indirect) of Walgreens or its subsidiaries, including in any Walgreens or subsidiary's capacity as a participating member in such joint venture; (5) all direct or indirect parents and shareholders of Walgreens (solely in their capacity as parents or shareholders of Walgreens with respect to Covered Conduct); and (6) any insurer of Walgreens or any person or entity otherwise described in subsections (1)-(5) (solely in its role as insurer of such person or entity and subject to the last sentence of Section X.C). An illustrative list of Walgreens’ present joint ventures, subsidiaries and affiliates and predecessor entities is set forth in Exhibit J. Any person or entity described in subsections (3)-(6) shall be a Released Entity solely in the capacity described in such clause and shall not be a Released Entity with respect to its conduct in any other capacity. Any joint venture or past or present subsidiary of Walgreens is a Released Entity, including any joint venture between Walgreens and any distributor, provided, however, that any joint venture partner of Walgreens or any of Walgreens subsidiaries is not a Released Entity unless it falls within subsections (1)-(6) above. With respect to joint ventures (including predecessor entities), only entities listed on Exhibit J are Released Entities. With respect to wholly-owned subsidiaries (including predecessor entities), Exhibit J represents a good faith effort by Walgreens to list all such entities, but any and all wholly-owned subsidiaries (including predecessor entities) of Walgreens are Released Entities, whether or not they are listed on Exhibit J. For the avoidance of doubt, Exhibit J is illustrative, not exhaustive, and may not specifically identify or correctly name each and every Released Entity. Any entity acquired, or joint venture entered into, by Walgreens after the Reference Date is not a Released Entity.

NNN. "Releasors." With respect to Released Claims, (1) each Settling State; (2) each Participating Subdivision; and (3) without limitation and to the maximum extent of the power of each Settling State’s Attorney General’s and/or Participating Subdivision to release Claims, (a) the Settling State’s and Participating Subdivision's departments, agencies, divisions, boards, commissions, Subdivisions, districts, instrumentalities of any kind and attorneys, including its Attorney General , and any person in his or her official capacity whether elected or appointed to serve any of the foregoing and any agency, person, or other entity claiming by or through any of the foregoing, (b) any public entities, public instrumentalities, public educational institutions, unincorporated districts, fire districts, irrigation districts, and other Special Districts in a Settling State, and (c) any person or entity acting in a parens patriae, sovereign, quasi-sovereign, private attorney general, qui tam, taxpayer, or other capacity seeking relief on behalf of or generally applicable to the general public with respect to a Settling State or Subdivision in a Settling State, whether or not any of them participate in this Agreement. The inclusion of a specific reference to a type of entity in this definition shall not be construed as meaning that the entity is not a Subdivision. Each Settling State’s Attorney General represents that he or she has or has obtained (or will obtain no later than the Initial Participation Date) the authority set forth in Section X.F.

In addition to being a Releasor as provided herein, a Participating Subdivision shall also provide the Subdivision Settlement Participation Form referenced in Section VII providing for a release to the fullest extent of the Participating Subdivision's authority.

OOO. "Remediation Accounts Fund.” The component of the Settlement Fund described in Section V.C.

PPP. "Revocation Event." With respect to a Bar, Settlement Class Resolution, or CaseSpecific Resolution, a revocation, rescission, reversal, overruling, or interpretation that in any way limits the effect of such Bar, Settlement Class Resolution, or Case-Specific Resolution on 10 Released Claims, or any other action or event that otherwise deprives the Bar, Settlement Class Resolution, or Case-Specific Resolution of force or effect in any material respect.

QQQ. "Settlement Class Resolution." A class action resolution in a court of competent jurisdiction in a Settling State (that is not successfully removed to federal court) with respect to a class of Subdivisions in that State that (1) conforms with that Settling State’s statutes, case law, and rules of procedure regarding class actions; (2) is approved and entered as an order of a court of competent jurisdiction in that State and such order has become a Final Order; (3) is binding on all Non-Participating Subdivisions in that State (other than opt outs as permitted under the next sentence); (4) provides that all such Non-Participating Subdivisions may not bring any Released Claims against any Released Entities, whether on the ground of this Agreement (or the releases herein) or otherwise; and (5) does not impose any costs or obligations on Walgreens other than those provided for in this Agreement, or contain any provision inconsistent with any provision of this Agreement. If applicable state law requires that opt-out rights be afforded to members of the class, a class action resolution otherwise meeting the foregoing requirements shall qualify as a Settlement Class Resolution unless Subdivisions collectively representing more than one percent (1%) of the total population of that State opt out. In seeking certification of any Settlement Class, the applicable State and Participating Subdivisions shall make clear that certification is sought solely for settlement purposes and shall have no applicability beyond approval of the settlement for which certification is sought. Nothing in this Agreement constitutes an admission by any Party that class certification would be appropriate for litigation purposes in any case or for purposes unrelated to this Agreement.

RRR. "Settlement Fund." The interest-bearing fund established pursuant to this Agreement into which the Annual Remediation Payments are made under Section IV.

SSS. "Settlement Fund Administrator." The entity that annually determines the Annual Remediation Payment (including calculating suspension, offset or reduction and Incentive Payments pursuant to Section IV and any amounts subject to offset or reduction pursuant to Section XI and Section XII), administers the Settlement Fund, and distributes amounts into the Remediation Accounts Fund, State Fund, and Subdivision Fund pursuant to this Agreement. The duties of the Settlement Fund Administrator shall be governed by this Agreement. Prior to the Initial Participation Date, Walgreens and the Enforcement Committee shall agree to selection and removal processes for and the identity of the Settlement Fund Administrator, and a detailed description of the Settlement Fund Administrator's duties and responsibilities, including a detailed mechanism for paying the Settlement Fund Administrator's fees and costs, all of which shall be appended to the Agreement as Exhibit L.

TTT. "Settlement Fund Escrow." The interest-bearing escrow fund established pursuant to this Agreement to hold disputed payments made under this Agreement, and to hold the first Annual Remediation Payment until the Effective Date.

UUU. "Settlement Payment Schedule." The schedule attached to this Agreement as Exhibit M-1, Exhibit M-2, and Exhibit M-3.

VVV. “Settling State.” An Eligible State that has entered into this Agreement and delivers executed releases in accordance with Section VIII.A. 11 WWW. “State.” The states, commonwealths, and territories of the United States of America, as well as the District of Columbia. The States are listed in Exhibit F-1. Additionally, the use of non-capitalized “state” to describe something (e.g., “state court”) shall also be read to include parallel entities in commonwealths, territories, and the District of Columbia (e.g., “territorial court”).

XXX. “State Allocation.” The State Remediation Payment multiplied by the percentage for each State listed in Exhibit F-2. For the avoidance of doubt, this amount shall be the same as the Base State Remediation Payment multiplied by the percentage for each Eligible State listed in Exhibit F-1, and it does not include the Additional Remediation Amount.

YYY. “State AG Fees and Costs.” The amount to be paid by Walgreens to the States for their litigation fees and costs pursuant to Exhibit S and Exhibit T. The State AG Fees and Costs are 2% times the State Remediation Payment, minus the Additional Remediation Amount, with the maximum amount being $63,842,206.

ZZZ. "State Fund." The component of the Settlement Fund described in Section V.C.

AAAA. “State Global Allocation Percentage.” The allocation percentages for all States as set forth in Exhibit F-1, which represents allocations before the credit for Walgreens’ settlement with the State of Florida is applied.

BBBB.“Statewide Payment Amount.” The amount from an Annual Remediation Payment to be paid to a Settling State, its separate types of funds (if applicable), and its Participating Subdivision listed on Exhibit G.

CCCC.“State Remediation Payment.” The maximum amount owed by Walgreens to the States and Subdivisions, exclusive of the Private Attorney Fees, State AG Fees and Costs, Additional Remediation Amount, and is in the amount of $4,788,165,456, consisting of the Base State Remediation Payment and including a credit for Walgreens’ settlement with the State of Florida in the amount of 7.02591344086813% of the Base State Remediation Payment. An additional credit for Walgreens’ settlement with Suffolk and Nassau Counties in New York State in the amount of 15.31% of New York’s State Allocation will be applied to New York’s State Allocation pursuant to Section IV.L. For the avoidance of doubt, the credit for Walgreens’ settlement with Suffolk and Nassau Counties in New York State does not reduce the State Remediation Payment as defined herein, but shall nevertheless reduce the amount owed by Walgreens pursuant to this Agreement to New York State and its Subdivisions.

DDDD. “State-Specific Agreement.” As defined in Section IV.J.

EEEE. "State-Subdivision Agreement." An agreement that a Settling State reaches with the Subdivisions in that State regarding the allocation, distribution, and/or use of funds allocated to that State and to its Subdivisions. A State-Subdivision Agreement shall be effective if approved pursuant to the provisions of Exhibit O or if adopted by statute. Preexisting agreements addressing funds other than those allocated pursuant to this Agreement shall qualify if the approval requirements of Exhibit O are met. A State and its Subdivisions may revise a State12 Subdivision Agreement if approved pursuant to the provisions of Exhibit O, or if such revision is adopted by statute.

FFFF. "Statutory Trust." A trust fund established by state law to receive funds allocated to a Settling State's Remediation Accounts Fund and restrict any expenditures made using funds from the Settling State's Remediation Accounts Fund to Opioid Remediation, subject to reasonable administrative expenses. A State may give a Statutory Trust authority to allocate one (1) or more of the three (3) types of funds comprising such State's Settlement Fund, but this is not required.

GGGG. "Subdivision." Any (1) General Purpose Government (including, but not limited to, a municipality, county, county subdivision, city, town, township, parish, village, borough, gore, or any other entities that provide municipal-type government), School District, or Special District within a State, and (2) any other subdivision, subdivision official (acting in an official capacity on behalf of the subdivision) or sub-entity of or located within a State (whether political, geographical or otherwise, whether functioning or non-functioning, regardless of population overlap, and including, but not limited to, Nonfunctioning Governmental Units and public institutions) that has filed a lawsuit that includes a Released Claim against a Released Entity in a direct, parens patriae, or any other capacity. "General Purpose Government," "School District," and "Special District" shall correspond to the "five basic types of local governments" recognized by the U.S. Census Bureau and match the 2017 list of Governmental Units.2 The three (3) General Purpose Governments are county, municipal, and township governments; the two (2) special purpose governments are School Districts and Special Districts.3 "Fire District," "Health District," "Hospital District," and "Library District" shall correspond to categories of Special Districts recognized by the U.S. Census Bureau.4 References to a State's Subdivisions or to a Subdivision "in," "of," or "within" a State include Subdivisions located within the State even if they are not formally or legally a sub-entity of the State; provided, however, that a "Health District" that includes any of the following words or phrases in its name shall not be considered a Subdivision: mosquito, pest, insect, spray, vector, animal, air quality, air pollution, clean air, coastal water, tuberculosis, and sanitary. Each of Lake and Trumbull Counties of Ohio shall not be considered “Subdivisions” for purposes of this Agreement. 2 https://www.census.govidataidatasets/2017/econ/gus/public-use-files.html. 3 E.g., U.S. Census Bureau, "Technical Documentation: 2017 Public Use Files for State and Local Government Organization" at 7 (noting that "the Census Bureau recognizes five basic types of local governments," that three of those are "general purpose governments" (county governments, municipal governments, and township governments), and that the other two are "school district and special district governments"), https://www2.census.gov/programs-surveysigus/datasets/2017/2017_gov_org_meth_tech_doc.pdf. 4 A list of 2017 Government Units provided by the Census Bureau identifies 38,542 Special Districts and categorizes them by "FUNCTION_NAME." "Govt_Units_2017_Final" spreadsheet, "Special District" sheet, included in "Independent Governments - list of governments with reference information," https://www.census.govidataidatasets/2017/econ/gus/public-use-files.html. As used herein, "Fire District" corresponds to Special District function name "24 — Local Fire Protection," "Health District" corresponds to Special District function name "32 — Health," "Hospital District" corresponds to Special District function name "40 —Hospitals," and "Library District" corresponds to Special District function name "52 — Libraries." See id. 13 HHHH. "Subdivision Allocation Percentage." The portion of a Settling State's Subdivision Fund set forth in Exhibit G that a Subdivision will receive pursuant to Section V if it becomes a Participating Subdivision. The aggregate Subdivision Allocation Percentage of all Subdivisions receiving a Subdivision Allocation Percentage in each State shall equal one hundred percent (100%). Immediately upon the effectiveness of any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3 (or upon the effectiveness of an amendment to any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3) that addresses allocation from the Subdivision Fund, whether before or after the Initial Participation Date, Exhibit G will automatically be amended to reflect the allocation from the Subdivision Fund pursuant to the State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3. The Subdivision Allocation Percentages contained in Exhibit G may not change once notice is distributed pursuant to Section VII.A, except upon the effectiveness of any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3 (or upon the effectiveness of an amendment to any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3) that addresses allocation from the Subdivision Fund. For the avoidance of doubt, no Subdivision not listed on Exhibit G shall receive an allocation from the Subdivision Fund and no provision of this Agreement shall be interpreted to create such an entitlement.

IIII. "Subdivision Fund." The component of the Settlement Fund described in Section V.A.

JJJJ. Subdivision Settlement Participation Form” The form attached as Exhibit K that Participating Subdivisions must execute and return to the Implementation Administrator or Settlement Fund Administrator, and which shall (1) make such Participating Subdivisions signatories to this Agreement, (2) include a full and complete release of any and of such Subdivision’s claims, and (3) require the prompt dismissal with prejudice of any Released Claims that have been filed by any such Participating Subdivision KKKK. "Threshold Motion." A motion to dismiss or equivalent dispositive motion made at the outset of litigation under applicable procedure. A Threshold Motion must include as potential grounds for dismissal any applicable Bar or the relevant release by a Settling State or Participating Subdivision provided under this Agreement and, where appropriate under applicable law, any applicable limitations defense.

LLLL. “Total Available Amount.” The sum of (1) the Adjusted State Remediation Payment, (2) State AG Fees and Costs payment and Additional Remediation Amount, as reduced for non-Settling States and (3) the Private Attorneys Fees, including any reduction to the Contingency Fee Fund.

MMMM. "Trigger Date." In the case of a Primary Subdivision, the Reference Date.

In the case of all other Subdivisions, the Preliminary Agreement Date.

NNNN. “Walgreens.” Walgreen Co.
14 II. Participation by States and Condition to Preliminary Agreement A. Notice to States. On December 7 2022 this Agreement shall be distributed to all States. The States’ Attorneys General shall then have until December 30, 2022 to decide whether to become Settling States. States that determine to become Settling States shall so notify Walgreens and shall further commit to obtaining any necessary additional State releases prior to the Reference Date. This notice period may be extended by written agreement of Walgreens and the Enforcement Committee.

B. Condition to Preliminary Agreement. Following the notice period set forth in Section II.A above, Walgreens shall determine whether, in its sole discretion, enough States have agreed to become Settling States to proceed with notice to Subdivisions as set forth in Section VII below. If Walgreens determines that this condition has been satisfied, and that notice to the Litigating Subdivisions should proceed, it will so notify the Settling States by providing notice to the Enforcement Committee on the Preliminary Agreement Date. If Walgreens determine that this condition has not been satisfied, and this Agreement will have no further effect and all releases and other commitments or obligations contained herein will be void.

C. Later Joinder by States. After the Preliminary Agreement Date, a State may only become a Settling State with the consent of Walgreens and the Enforcement Committee. If a State becomes a Settling State more than sixty (60) calendar days after the Preliminary Agreement Date, but on or before June 30, 2023, the Subdivisions in that State that become Participating Subdivisions within ninety (90) calendar days of the State becoming a Settling State shall be considered Initial Participating Subdivisions. A State may not become a Settling State after June 30, 2023.

D. Litigation Activity. Following the Preliminary Agreement Date, States that determine to become Settling States shall make reasonable efforts to cease litigation activity against Walgreens, including by jointly seeking stays or, where appropriate, severance of claim against Walgreens, where feasible, and otherwise to minimize such activity by means of agreed deadline extensions and agreed postponement of depositions, document productions, and motion practice if a motion to stay or sever is not feasible or is denied.

III. Injunctive Relief
A. Injunctive Relief. As part of the Consent Judgment, the Parties agree to the entry of the injunctive relief terms attached in Exhibit P.

IV. Settlement Payments
A. Settlement Fund. All payments under this Section IV shall be made into the Settlement Fund, except that, where specified, they shall be made into the Settlement Fund Escrow. The Settlement Fund shall be allocated and used only as specified in Section V.

B. Annual Remediation Payments
15 1. Walgreens shall make fifteen (15) Annual Remediation Payments, each comprised of Base Payments and Incentive Payments as provided in this Section IV and as determined by the Settlement Fund Administrator as set forth in this Agreement, provided that the Annual Remediation Payment in Payment Year 1 shall consist solely of Base Payments.

2. The combination of the Annual Remediation Payment and the Annual Fee Payment in any given Payment Year shall not exceed one-fifteenth (1/15th) of the Total Available Amount (the “Annual Maximum”). Payments may be lower than one-fifteenth (1/15th) of the Total Available Amount due to credits and incentive eligibility. In the event that the full amount of the Annual Remediation Payment calculated by the Settlement Fund Administrator pursuant to Section IV.C exceeds the Annual Maximum, Settling States will be paid a prorated amount of payment available up to the Annual Maximum, and any unpaid amount will be due the following Payment Year and each succeeding Payment Year until the remediation is fully paid. The payment schedule for the Annual Remediation Payments is attached hereto as Exhibit M-2. The payment schedule for the Annual Fee Payments is attached hereto as Exhibit M-3.

C. Settlement Fund Payment Process

1. To determine each Annual Remediation Payment for Payment Year 2 forward, the Settlement Fund Administrator shall use the data as of sixty (60) days prior to the Payment Date for each payment, unless another provision of the Agreement specifies a different date. Prior to the Effective Date, the Parties will include an exhibit to the Agreement setting forth in detail the process for the Settlement Fund Administrator obtaining relevant data and for distributing funds to the Settling States and their Participating Subdivisions listed on Exhibit G consistent with the terms of this Agreement as quickly as practical.

2. The Settlement Fund Administrator shall determine the Annual Remediation Payment and the Statewide Payment Amount for each Settling State, consistent with the provisions in Exhibit L, by:
a. Determining, for each Settling State, the amount of Base Payments and Incentive Payments to which the State is entitled by applying the criteria under Section IV.F, Section IV.G, and Section IV.H;
b. applying any offsets, credits or reductions as specified under Section IV, Section XI, and Section XII;
c. applying the annual cap on payments as specified under Section IV.B.
d. applying any adjustment required as a result of significant financial constraint, as specified under Section IV.K
e. determining the total amount owed by Walgreens to all Settling States and the Participating Subdivisions listed on Exhibit G; and 16 f. the Settlement Fund Administrator shall then allocate, after subtracting the portion of any Settlement Fund Administrator costs and fees owed out of funds from the Settlement Fund pursuant to Section V.C.5, the Annual Remediation Payment pursuant to Section V among the Settling States, among the separate types of funds for each Settling State (if applicable), and among the Participating Subdivisions listed on Exhibit G.

3. If, no later than fifty (50) days prior to the Payment Date, Walgreens and the Enforcement Committee inform the Settlement Fund Administrator that they agree on the amount of the Annual Remediation Payment and the Statewide Payment Amount for each Settling State, Walgreens shall pay the agreed-upon Annual Remediation Payment amount on the Payment Date and the Settlement Fund Administrator shall treat those amounts as the determination described in Section IV.C.2. If the Settlement Fund Administrator is not so informed, it shall give notice to Walgreens, the Settling States, and the Enforcement Committee of the amount of the Annual Remediation Payment, and the Statewide Payment Amount for each Settling State, following the determination described in Section IV.C.2, and the following timeline shall apply:
a. Within twenty-one (21) calendar days of the notice provided by the Settlement Fund Administrator, Walgreens, any Settling State or the Enforcement Committee may dispute, in writing, the calculation of the Annual Remediation Payment or the Statewide Payment Amount for a Settling State. Such disputing party must provide a written notice of dispute to the Settlement Fund Administrator, the Enforcement Committee, any affected Settling State, and Walgreens identifying the nature of the dispute, the amount of money that is disputed, and the Settling State(s) affected.
b. Within twenty-one (21) calendar days of the sending of a written notice of dispute, any affected party may submit a response, in writing, to the Settlement Fund Administrator, the Enforcement Committee, any affected Settling State, and Walgreens identifying the basis for disagreement with the notice of dispute.
c. If no response is filed, the Settlement Fund Administrator shall adjust the amount calculated consistent with the written notice of dispute, and Walgreens shall pay the adjusted amount, collectively totaling that year's Annual Remediation Payment, on the Payment Date. If a written response to the written notice of dispute is timely sent to the Settlement Fund Administrator, the Settlement Fund Administrator shall notify Walgreens of the preliminary amount to be paid, which shall be the greater of the amount originally calculated by the Settlement Fund Administrator or the amount that would be consistent with the notice of dispute, provided, however, that in no circumstances shall the preliminary amount to be paid be higher than the Annual Maximum as set forth in Section IV.B.2. For the avoidance of doubt, a transfer of payments from the Settlement Fund Escrow for other Payment Years does not count toward determining whether the amount to be paid is higher than the Annual Maximum. 17 d. The Settlement Fund Administrator shall place any disputed amount of the preliminary amount paid by Walgreens into the Settlement Fund Escrow and shall disburse any undisputed amount to each Settling State and its Participating Subdivisions listed on Exhibit G pursuant to Section IV.C.4.

4. If a Settling State informs the Settlement Fund Administrator that it and its Participating Subdivisions listed on Exhibit G have agreed on the amount of its Statewide Payment Amount, determined pursuant to Section IV.C.2 or Section IV.C.3, to be distributed to the Settling State, among its separate types of funds (if applicable), and among its Participating Subdivisions listed on Exhibit G, the Settlement Fund Administrator shall disburse the Statewide Payment Amount pursuant to the consensus distribution amounts provided by the Settling State as quickly as practical. For a Settling State that does not so notify the Settlement Fund Administrator, the Settlement Fund Administrator shall allocate the Settling State’s Statewide Payment Amount, pursuant to Section V, among the separate types of funds for the Settling State (if applicable), and among its Participating Subdivisions listed on Exhibit G using the following procedures:
a. As soon as possible for each payment and following the determination described in Section IV.C.2 or Section IV.C.3, the Settlement Fund Administrator shall give notice to the relevant Settling States and their Participating Subdivisions listed on Exhibit G of the amount to be received by each Settling State, the amount to be received by the separate types of funds for each Settling State (if applicable), and the amount to be received by each Participating Subdivision listed on Exhibit G for each Settling State. b. Within twenty-one (21) days of the notice provided by the Settlement Fund Administrator, any Settling State or Participating Subdivision listed on Exhibit G may dispute, in writing, the calculation of the amount to be received by the relevant Settling State and/or its Participating Subdivision listed on Exhibit G. A dispute will be deemed invalid and disregarded if it challenges the allocations adopted by a State-Subdivision Agreement approved pursuant to the provisions of Exhibit O or by statute. Such disputing party must provide a written notice of dispute to the Settlement Fund Administrator, any affected Settling State, and any affected Participating Subdivision identifying the nature of the dispute, the amount of money that is disputed, and the Settling State(s) affected.
c. Within twenty-one (21) days of the sending of a written notice of dispute, any affected Settling State or any affected Participating Subdivision may submit a response, in writing, to the Settlement Fund Administrator, any affected Settling State and any affected Participating Subdivision identifying the basis for disagreement with the notice of dispute.
d. If no response is filed, the Settlement Fund Administrator shall adjust the amount calculated consistent with the written notice of dispute. 18 19
e. The Settlement Fund Administrator shall place any disputed amount into the Settlement Fund Escrow and shall disburse any undisputed amount to the Settling State and its Participating Subdivisions eligible for payment.

5. Disputes described in this subsection shall be resolved in accordance with the terms of Section VI.F.

6. The Settlement Fund Administrator may combine the disbursements of Annual Remediation Payments with disbursement of funds under other comparable opioid settlements. In determining when disbursements for each Annual Remediation Payment will be made, the Settlement Fund Administrator may take into account the timeline for the availability of disbursements under other comparable opioid settlements.

7. For the avoidance of doubt, a Subdivision not listed on Exhibit G shall not receive an allocation from the Subdivision Fund and no provision of this Agreement shall be interpreted to create such an entitlement.

D. Procedure for Annual Remediation Payment in Payment Year 1. The process described in Section IV.C shall not apply to Payment Year 1. The procedure in lieu of Section IV.C for Payment Year 1 is as set forth below:

1. The Payment Date for Payment Year 1 is December 31, 2022 or five (5) business days after the Preliminary Agreement Date, whichever is later. Walgreens shall pay into the Settlement Fund Escrow the total amount of the Base Payment for the Eligible States that have agreed to become Settling States, pursuant to Section II.A, as of December 31, 2022 or the Preliminary Agreement Date, whichever is later. This amount shall be calculated by multiplying the aggregate Overall Allocation Percentage attributable to Eligible States that have agreed to become Settling States by the amount specified in Exhibit M-2 for Payment Year 1. Walgreens shall inform the Enforcement Committee of the Statewide Payment Amount for each Eligible State that has agreed to become a Settling State as of December 31, 2022 or the Preliminary Agreement Date, whichever is later.

2. In the event that, in accordance with the terms of Section VIII.A, Walgreens determines not to proceed with the Settlement, or the Settlement does not become effective for any other reason, the funds held in the Settlement Fund Escrow shall immediately revert to Walgreens. If the condition set forth in Section VIII.A is met, Walgreens shall pay into the Settlement Fund Escrow, no later than five (5) business days after the Reference Date, the difference between the existing escrowed amount and the total amount of the Base Payment for the Settling States as of the Initial Participation Date, which shall be calculated by multiplying those Settling States’ Overall Allocation Percentage by the amount specified in Exhibit M-2 for Payment Year 1. Walgreens shall inform the Enforcement Committee of the Statewide Payment Amount for each Settling State with money included in the payment.

3. The Annual Remediation Payment for Payment Year 1 placed in the Settlement Fund Escrow pursuant to Section IV.D.1 or Section IV.D.2 shall be transferred by the Settlement Fund Administrator on the Effective Date from the Settlement Fund Escrow to the Settlement Fund for distribution to each Settling State and to its Initial Participating Subdivisions listed on Exhibit G pursuant to Section IV.C.4 through Section IV.C.7; provided, however, that for any Settling State where the Consent Judgment has not been entered as of the Effective Date, the funds allocable to that Settling State and its Participating Subdivisions listed on Exhibit G shall not be disbursed until ten (10) calendar days after the entry of the Consent Judgment in that State.

E. Payment Date for Payment Years 2 through 15. The Payment Date for Payment Year 2 is December 31, 2023. The Payment Date for Payment Year 3 is March 31, 2025, and the Payment Date for Payment Years 4 through 14 shall be each successive March 31. The Payment Date for Payment Year 15 is December 31, 2036. The Annual Remediation Payments for those Payment Years shall be made pursuant to the process set forth in Section IV.C.

F. Offsets to Annual Remediation Payments to the Settlement Fund for Non-Settling States. An offset equal to $4,788,165,456 times the Overall Allocation Percentage assigned to each Non-Settling State in Exhibit F-2 shall be deducted from the total amount to be paid by Walgreens to the Settlement Fund. For the avoidance of doubt, the Adjusted State Remediation Payment is calculated in a way that reflects this offset. The Base Payments and Incentive Payments are also subject to suspension, offset, and reduction as provided in Section IV.K, Section XI and Section XII.

G. Base Payments.

1. Subject to the offset and reduction provisions set forth in Section XI and Section XII, Walgreens shall make Base Payments into the Settlement Fund in an amount equal to forty-one percent (41%) of the Adjusted State Remediation Payment. The maximum total for Base Payments is $1,963,147,836. The Base Payments shall be due in installments consistent with Exhibit M-2 over the fifteen (15) Payment Years, subject to potential offsets for Non-Settling States as provided in Section IV.F.

2. The Base Payment for any Settling State in each Payment Year shall be the Base Payment for that Payment Year specified in Exhibit M-2 times the Settling State’s Overall Allocation Percentage specified in Exhibit F-2.

H. Incentive Payments.

1. Subject to the offset and reduction provisions set forth in Section XI and Section XII, Walgreens shall make potential additional incentive payments totaling up to a maximum of fifty-nine percent (59%) of the Adjusted State Remediation Payment, with the Incentive Payment amount depending on whether and the extent to which the criteria set forth below are met in each Settling State. The maximum total for Incentive Payments is $2,825,017,620.
20 2. A Settling State qualifies to receive Incentive Payments in addition to Base Payments if it meets the incentive eligibility requirements specified below. The maximum total Incentive Payment for any Settling State shall be no more than the maximum total for Incentive Payments listed in Section IV.H.1 times the Settling State’s Overall Allocation Percentage specified in Exhibit F-2. Incentive Payments are state-specific, with the actual amount depending on whether and the extent to which the criteria set forth below are met in such Settling State.

3. The incentive payments shall be divided among three (3) categories, referred to as Incentive Payments A, BC and D. Incentive Payments A and BC will be due in installments over the fourteen (14) Payment Years beginning with Payment Year 2, and Incentive Payment D will be due in installments over Payment Years 6 through 15, as shown on Exhibit M-2. The total amount of incentive payments in an Annual Remediation Payment shall be the sum of the incentive payments for which the individual Settling States are eligible for that Payment Year under the criteria set forth below. The incentive payments shall be made with respect to a specific Settling State based on its eligibility for that Payment Year under the criteria set forth below. For the avoidance of doubt, eligibility for Incentive Payments A, BC, and D shall be determined on a Settling Stateby-Settling State basis.

4. Incentive Payment A.
a. Incentive Payment A is mutually exclusive with Incentive Payments BC and D; if a Settling State receives Incentive Payment A in an Annual Remediation Payment, such Settling State is not eligible for Incentive Payments BC or D in that Annual Remediation Payment.
b. Incentive Payment A shall be equal to fifty-nine percent (59%) of the Adjusted State Remediation Payment, provided all Settling States satisfy the requirements of Incentive Payment A. Incentive Payment A will be due to a Settling State as part of the Annual Remediation Payment over fourteen (14) Payment Years, starting in Annual Remediation Payment 2, and shall equal a total potential maximum of $2,825,017,620 if all states are eligible. Each Settling State’s share of Incentive Payment A in a given year, provided that Settling State is eligible, shall equal the total maximum amount available for Incentive Payment A for that year as reflected in Exhibit M-2 times the Settling State’s Overall Allocation Percentage.
c. Eligibility for Incentive Payment A is as follows: A Settling State is eligible for Incentive Payment A if, as of two (2) years of the Effective Date: (i) there is a Bar in that State in full force and effect, (ii) there is a Settlement Class Resolution in that State in full force and effect, (iii) the Released Claims of all of the following entities are released through the execution of Subdivision Settlement Participation Forms, or there is a Case-Specific Resolution against such entities: all Primary Subdivisions, Litigating Subdivisions, School Districts with a K-12 student enrollment of at least 25,000 or .10% of a State's population, whichever is greater, Hospital Districts that have at least one hundred twenty-five 21 (125) hospital beds in one or more hospitals rendering services in that district, and Primary Fire Districts; or (iv) a combination of the actions in clauses (i)-(iii) has achieved the same level of resolution of Claims by Subdivisions (e.g., a Bar against future litigation combined with full joinder by Litigating Subdivisions).

For the avoidance of doubt, subsection (iv) cannot be satisfied unless all Litigating Subdivisions are Participating Subdivisions or there is a Case-Specific Resolution against any such Subdivisions that are not Participating Subdivisions.

Walgreens and the Enforcement Committee shall meet and confer in order to agree on data sources for purposes of this Section prior to the Preliminary Agreement Date.
d. A Settling State that is not eligible for Incentive Payment A as of two (2) years after the Effective Date shall not be eligible for Incentive Payment A for that Payment Year or any subsequent Payment Years. e. Walgreens shall indicate before the Initial Participation Date whether existing legislation in a Settling State is sufficient to qualify as a Bar. f. If a Settling State is not eligible for Incentive Payment A as of the Payment Date for Payment Year 2, and becomes eligible for Incentive Payment A as of Payment Date for Payment Year 3, it shall receive the payment that it would have received for Incentive Payment A for Payment Year 2 (the “Incentive Payment A Catch-up Payment”) beginning on the Payment Date for Payment Year 3. If a Settling State is not eligible for Incentive Payment A as of the Payment Date for Payment Year 3, and becomes eligible for Incentive Payment A as two (2) years after the Effective Date, it shall receive the payment that it would have received for Incentive Payment A for Payment Years 2 and 3 (also an “Incentive Payment A Catch-up Payment”) beginning on the Payment Date for Payment Year 4. The Incentive A Catch-up Payment shall be reduced by any amounts paid to the Settling State under Incentives Payments B or C prior to the Settling State’s eligibility for Incentive Payment A. The Incentive Payment A Catch-up Payment is subject to the Annual Maximum as set forth in Section IV.B.2. In the event that the full amount of Incentive Payment A Catch-up Payments is limited by the Annual Maximum, the process set forth in Section IV.B.2 shall apply.
g. If Walgreens made a payment under Incentive Payment A solely on the basis of a Bar or Settlement Class Resolution in a Settling State and that Bar or Settlement Class Resolution is subsequently removed, revoked, rescinded, reversed, overruled, interpreted in a manner to limit the scope of the release, or otherwise deprived of force or effect in any material respect, that Settling State shall not be eligible for Incentive Payment A thereafter, unless the State requalifies for Incentive Payment A through any method pursuant to Section IV.H.4.b, in which case the Settling State shall be eligible for Incentive Payment A less any litigation fees and costs incurred by Walgreens in the interim, except that, if the re-imposition occurs after the completion of opening statements in a 22 23
trial involving a Released Claim, the Settling State shall not be eligible for Incentive Payment A (unless this exception is waived by Walgreens).

5. Incentive Payment BC.
a. Incentive Payment BC shall be available to Settling States that do not qualify for Incentive Payment A.
b. Incentive Payment BC shall be up to a maximum of fifty-six percent (56%) of the Settling State’s State Allocation. Incentive Payment A will be due to a Settling State as part of the Annual Remediation Payment over fourteen (14) Payment Years, starting in Annual Remediation Payment 2. Subject to Section IV.F, Incentive Payment BC shall equal a total potential maximum of $2,681,372,654 if all states are eligible.
c. A Settling State may earn Incentive Payment BC in Annual Remediation Payments 2 through 15 and may receive, when combined with the Settling State’s Base Payment, a maximum of up to ninety-seven 97% of the Settling State’s State Allocation. The maximum Incentive Payment BC for any Settling State in a given Payment Year shall be the Incentive Payment BC for that Payment Year specified in Exhibit M-2 times the Settling State’s Overall Allocation Percentage specified in Exhibit F-2, provided such Settling State becomes eligible for Incentive Payment BC by sixty (60) days before the Payment Date for Payment Year 6.
d. The amount of Incentive Payment BC for which a Settling State is eligible shall be determined based on the aggregate population of the Settling State’s Incentive BC Subdivisions that are Participating Subdivisions or have had their claims resolved through a Case-Specific Resolution, divided by the aggregate population of all the Settling State’s Incentive BC Subdivisions. The Settling State’s Incentive BC Subdivisions are (i) all Litigating Subdivisions (including School Districts and Special Districts) and (ii) all Non-Litigating Threshold Subdivisions (collectively, all Litigating Subdivisions and all NonLitigating Threshold Subdivisions are “Incentive BC Subdivisions”). e. The percentage of the Settling State’s maximum Incentive Payment BC for the Payment Year provided by Section IV.H.5.c to which the Settling State is entitled shall be determined according to the table of Incentive BC payment levels below:

Participation Percentage of Incentive BC
Eligible Subdivision Population5
Incentive Payment BC Percentage
for the Relevant Payment Year
Less than 85% 0%
85% or more but less than 86% 3.57%
86% or more but less than 87% 8.93%
87% or more but less than 88% 14.29%
88% or more but less than 89% 19.64%
89% or more but less than 90% 25%
90% or more but less than 91% 30.36%
91% or more but less than 92% 35.71%
92% or more but less than 93% 41.07%
93% or more but less than 94% 46.43%
94% or more but less than 95% 51.79%
95% or more but less than 96% 60.71%
96% or more but less than 97% 68.75%
97% or more but less than 98% 76.79%
98% or more but less than 99% 84.82%
99% or more but less than 100% 92.86%
100% 100%
5 The “Participation Percentage of Incentive BC Eligible Subdivision Population” shall be determined by the aggregate population of the Settling State’s Incentive BC Subdivisions that are Participating Subdivisions, or have had their claims resolved through a Case-Specific Resolution, divided by the aggregate population of the Settling State’s Incentive BC Subdivisions. In calculating the Settling State’s population that resides in Incentive BC Subdivisions, the population of the Settling State’s Incentive BC Subdivisions shall be the sum of the population of all Incentive BC Subdivisions in the Settling State, notwithstanding that persons may be included within the population of more than one Incentive BC Subdivision. An individual Subdivision shall not be included more than once in the numerator, and shall not be included more than once in the denominator, of the calculation regardless if it (or any of its officials) is named as multiple plaintiffs in the same lawsuit; provided, however, that for the avoidance of doubt, no Subdivision will be excluded from the numerator or denominator under this sentence unless a Subdivision otherwise counted in the denominator has the authority to release the Claims (consistent with Section XI) of the Subdivision to be excluded.
24 25
f. For Payment Years 2-5, the percentage of the available Incentive Payment BC amount for which a Settling State is eligible will be based on the Participation Percentage of Incentive BC Eligible Subdivision Population as of sixty (60) days before the Payment Date. For Payment Years 6-15, the percentage of the available Incentive Payment BC amount for which a Settling State is eligible will be based on the Participation Percentage of Incentive BC Eligible Subdivision Population as of sixty (60) days before the Payment Date for Payment Year 6. If Incentive BC Eligible Subdivisions that have become Participating Subdivisions, or achieved Case-Specific Resolution status, collectively represent less than eighty-five percent (85%) of a Settling State’s Incentive BC Eligible Subdivision population by sixty (60) days before the Payment Date for Payment Year 6, the Settling State shall not receive any Incentive Payment BC.
g. If there are no Incentive BC Eligible Subdivisions in a Settling State, and that Settling State is otherwise eligible for Incentive Payment BC because it is not eligible for Incentive Payment A, that Settling State will receive its maximum Incentive Payment BC for that Annual Remediation Payment provided by Section IV.H.5.c.

6. Incentive Payment D.
a. Incentive Payment D shall be available to Settling States that do not qualify for Incentive Payment A.
b. Incentive Payment D shall be equal to up to a maximum of ten percent (10%) of the Adjusted State Remediation Payment, with the actual amount depending whether and the extent to which the criteria set forth below are met in each Settling State. The maximum total for Incentive Payment D is $478,816,550.6
c. Incentive Payment D shall be paid starting at Payment Year 6 and the amount of Incentive Payment D in Payment Years 6-15 will depend on (i) the Settling State’s eligibility as set out in Section IV.H.6.d and (ii) the Participation Percentage of Incentive BC Eligible Subdivision Population achieved by the Settling State as of sixty (60) days prior to the Payment Date for Payment Year 6. d. A Settling State is eligible for Incentive Payment D if no Later Litigating Subdivision (for purposes of Incentive Payment D, Later Litigating Subdivisions are limited to (i) a Primary Subdivision; (ii) a school district with a 6 The Incentive Payment BC table specified in Section IV.H.5.f and Incentive Payment D table specified in Section IV.H.6.e operate so that the combined amount of Incentive Payment BC and Incentive Payment D cannot exceed fifty-nine percent (59%) of the Adjusted State Remediation Payment over the term of the Agreement. Walgreens will have no obligation to pay more than $2,825,017,620 for the combined amounts of Incentive Payment BC and Incentive Payment D minus any offsets for Non-Settling States specified in Section IV.F.

K-12 student enrollment of at least 25,000 or 0.10% of the State’s population, whichever is greater; (iii) a health district or hospital district that has at least one hundred twenty-five (125) hospital beds in one or more hospitals rendering services in that district; and (iv) Primary Fire Districts) in that State has a lawsuit against a Released Entity survive more than six (6) months after denial in whole or in part of a Threshold Motion.
e. A Settling State’s eligibility for Incentive Payment D shall be determined as of sixty (60) calendar days prior to the Payment Date (“Incentive Payment D Look-Back Date”). If a Later Litigating Subdivision’s lawsuit in that State survives more than six (6) months after denial in whole or in part a Threshold Motion after that date, that State shall not be eligible for Incentive Payment D for the Payment Year in which that occurs and any subsequent Payment Year.
f. The Incentive Payment D for any Settling State eligible for Incentive Payment D in Payment Years 6-15 shall be equal to between three percent (3%) and ten percent (10%) of the of the State Remediation Payment times the Settling State’s Overall Allocation Percentage specified in Exhibit F-2.

The applicable percentage shall be determined based on the Participation Percentage of Incentive BC Eligible Subdivision Population achieved by the Settling State as of sixty (60) days prior to the Payment Date for Payment Year 6 as shown in the table below:

Participation Percentage of Incentive
BC Eligible Subdivision Population as
of sixty (60) days prior to the Payment
Date for Payment Year 6
Each Eligible Settling State’s
Applicable Incentive Payment
D Percentage
Participation of less than 95% 10% of State Allocation
Participation of 95% but less than 96% 9% of State Allocation Participation of 96% but less than 97% 8% of State Allocation Participation of 97% but less than 98% 7% of State Allocation Participation of 98% but less than 99% 6% of State Allocation Participation of 99% but less than 100% 5% of State Allocation Participation of 100% 3% of State
Allocation
g. Incentive Payment D shall be paid in the installments of ten percent (10%) per year. In the event that the full amount of Incentive D is limited by the Annual Maximum, the process set forth in Section IV.B.2 shall apply.

Prior to making the Annual Remediation Payment for Payment Years 6 through 15, the Settlement Fund Administrator shall determine a Settling State’s eligibility for Incentive Payment D as of the Incentive Payment D Look-Back Date for that Payment Year. Prior to the Incentive Payment D Look-Back Date for each Payment Year, Walgreens may provide the Settlement Fund Administrator and the Enforcement Committee with notice identifying any Settling State(s) it 26 believes do not qualify for Incentive Payment D and information supporting its belief.
h. Notwithstanding Section IV.H.6.d and Section IV.H.6.e, a Settling State can become re-eligible for Incentive Payment D if the lawsuit that survived a Threshold Motion is dismissed pursuant to a later motion on grounds included in the Threshold Motion, in which case the Settling State shall be eligible for Incentive Payment D less any litigation fees and costs incurred by Walgreens in the interim, except that if the dismissal motion occurs after the completion of opening statements in such action, the Settling State shall not be eligible for Incentive Payment D.

I. In no event shall any Settling State receive Base Payments and Incentive Payments totaling more than one hundred percent (100%) of its respective Overall Allocation Percentage specified in Exhibit F-2 times the State Remediation Payment.

J. State Specific Agreements. Notwithstanding any other provision of this Agreement or any other agreement, in the event that: (1) Walgreens enters into an agreement with any Eligible State that resolves with finality such State’s Claims consistent with Section XI of this Agreement and such agreement has an effective date prior to the Effective Date of this Agreement (such agreement, a “State-Specific Agreement”) and (2) pursuant to the terms of the State-Specific Agreement, any payments, or any portion thereof, made by the Walgreens thereunder are made in lieu of any payments, or any portion thereof, to be made under this Agreement and Walgreens makes such a payment pursuant to the State-Specific Agreement, then Walgreens will reduce any payments allocable to such State (whether made to the Settlement Fund Escrow or the Settlement Fund) made pursuant to this Agreement in proportion to the Overall Allocation Percentage for such State.

K. Significant Financial Constraint.

1. Walgreens may suspend its payments if, as of thirty (30) calendar days preceding an annual Payment Date, Walgreens’ credit rating from one or more of the three nationally recognized rating agencies is below BBB- or Baa3, except if within the prior three (3) months it repurchased any shares (other than those shares required to make the Company’s compensation programs non-dilutive), funded new acquisitions with a purchase price greater than $250 million, or paid a dividend. Walgreens shall not utilize this provision until after payment of the first two Annual Remediation Payments.

2. The suspension shall last until thirty (30) days after Walgreens achieves a BBBor Baa3 or higher credit rating from all nationally recognized rating agencies that rate Walgreens, at which point Walgreens shall make a payment equal to the lowest of the remaining Total Available Amount or one-thirtieth (1/30th) of the Total Available Amount (the “PostSuspension Payment”).

3. Annual Remediation Payments and Annual Fees Payments shall be made on the schedule prescribed in Exhibit M-2 and Exhibit M-3 beginning in the Payment Year following the Post-Suspension Payment (i.e., if the last payment made pre-suspension was the Annual 27 Remediation Payment 6, the Post-Suspension Payment would be made on schedule for Annual Remediation Payment 7), but shall remain capped at one-thirtieth (1/30th) of the Total Available Amount for two Payment Years until and unless Walgreens’ credit rating from all of the three nationally recognized rating agencies that rate Walgreens increases to BBB or Baa2 (the “Reduced Payment Termination Date”).

4. If Walgreens has reason to believe that it will not be able to the Annual Remediation Payment or Annual Fees Payment for a Payment Year, it shall provide at least ninety (90) calendar days’ prior written notice to the Settlement Fund Administrator and Enforcement Committee (a “Deferred Payment Notice”). Any Deferred Payment Notice shall specify and include: (a) the gross amount of the payments owed, (b) the amount that Walgreens believes it will be unable to pay, (c) the accounting and audited financial documents upon which Walgreens relied for making this determination, and (d) any other relevant information for the Enforcement Committee to consider.

5. Deferrals and payments made pursuant to Section IV.K.2-3 will apply proportionally across Base Payments and Incentive Payments. For the avoidance of doubt, this Section IV.K applies fully to Payment Years after the first two (2) Annual Remediation Payment Dates, including the Base Payments and all Incentive Payments due pursuant to this Agreement during the Payment Year at issue.

6. Walgreens shall pay any amounts deferred due to suspension or reduced PostSuspension Payments, including applicable interest, or before the Payment Date for Payment Year 15.

7. If Walgreens defers some or all of the payments due in a Payment Year pursuant to this Section IV.K, it shall not repurchase any shares (other than those shares required to make the Company’s compensation programs non-dilutive), or fund new acquisitions with a purchase price greater than $250 million during the deferral period or until the deferred amount is fully repaid with interest.

8. Any payments deferred under this Section IV.K shall bear interest at a 7% per annum.

9. In the event that Walgreens suspends and/or defers Annual Payments pursuant to Section IV.K.1-2, Walgreens shall repay the suspended and/or deferred payments as follows:
a. If Walgreens suspends payments for up to one year, it shall repay the suspended and/or deferred payments within three Payment Years after the Reduced Payment Termination Date. For each of those three Payment Years, Walgreens shall pay its Annual Remediation Payment and Annual Fee Payment, if applicable, plus the sum of (1) the amount of payments suspended pursuant to Section IV.K.1; (2) the amount of underpayments due to deferral pursuant to Section IV.K.2; and (3) interest pursuant to Section IV.K.8, divided by three or the remaining number of Payment Years, whichever is smaller. 28 b. If Walgreens suspends payments for longer than one year and up to three years, it shall repay the suspended and/or deferred payments within six Payment Years after the Reduced Payment Termination Date. For each of those six Payment Years, Walgreens shall pay its Annual Remediation Payment and Annual Fee Payment, if applicable, plus the sum of (1) the amount of payments suspended pursuant to Section IV.K.1; (2) the amount of underpayments due to deferral pursuant to Section IV.K.2; and (3) interest pursuant to Section IV.K.8, divided by six or the remaining number of Payment Years, whichever is smaller. c. If Walgreens suspends payments for longer than three years, it shall repay the suspended and/or deferred payments by no later than the Payment Date for Payment Year 15. For each of the remaining Payment Years, Walgreens shall pay its Annual Remediation Payment and Annual Fee Payment, if applicable, plus the sum of (1) the amount of payments suspended pursuant to Section IV.K.1; (2) the amount of underpayments due to deferral pursuant to Section IV.K.2; and (3) interest pursuant to Section IV.K.8, divided by the number of remaining Payment Years.

L. New York Prior Settlement Credit. Walgreens shall not be required to pay into the Settlement Fund 15.31% of New York’s State Allocation as otherwise calculated pursuant to this Section IV as a credit for Walgreens’ settlement with Suffolk and Nassau Counties in New York State. For the avoidance of doubt, this credit shall solely reduce the amount New York State and its Subdivisions would otherwise have received under this Agreement, and it shall not affect the amount received by any other Settling State or their Subdivisions.

V. Allocation and Use of Settlement Payments
A. Components of Settlement Fund. The Settlement Fund shall be funded by the Annual Remediation Payments and comprised of a Remediation Accounts Fund, a State Fund, and a Subdivision Fund for each Settling State. The payments made under Section IV into the Settlement Fund shall be initially allocated among those three (3) sub-funds and distributed and used as provided below. Payments placed into the Settlement Fund do not revert back to Walgreens.

B. Use of Settlement Payments.

1. It is the intent of the Parties that the payments disbursed from the Settlement Fund to Settling States and Participating Subdivisions be for Opioid Remediation, subject to exceptions that must be documented in accordance with Section V.B.2. In no event may less than ninety-five (95%) of Walgreens’ maximum amount of payments pursuant to Section IV as set forth on Exhibit M-2 over the entirety of all Payments Years (but not any single Payment Year) be spent on Opioid Remediation.

2. While disfavored by the Parties, a Settling State or a Participating Subdivision set forth on Exhibit G may use monies from the Settlement Fund (that have not been restricted by this Agreement solely to future Opioid Remediation) for purposes that do not qualify as Opioid Remediation. If, at any time, a Settling State or a Participating Subdivision set forth on Exhibit G 29 uses any monies from the Settlement Fund for a purpose that does not qualify as Opioid Remediation, such Settling State or Participating Subdivision set forth on Exhibit G shall identify such amounts and report to the Settlement Fund Administrator and Walgreens how such funds were used, including if used to pay attorneys' fees, investigation costs, litigation costs, or costs related to the operation and enforcement of this Agreement, respectively. It is the intent of the Parties that the reporting under this Section V.B.2 shall be available to the public. For the avoidance of doubt, (a) any amounts not identified under this Section V.B.2 as used to pay attorneys' fees, investigation costs, or litigation costs by December 15 each year shall be included in the Compensatory Restitution Amount for purposes of Section V.F and (b) Participating Subdivisions not listed on Exhibit G may only use monies from the Settlement Fund for purposes that qualify as Opioid Remediation.

C. Allocation of Settlement Fund. The allocation of the Settlement Fund allows for different approaches to be taken in different states, such as through a State-Subdivision Agreement. Given the uniqueness of States and their Subdivisions, Settling States and their Subdivisions are encouraged to enter into State-Subdivision Agreements in order to direct the allocation of their portion of the Settlement Fund. As set out below, the Settlement Fund Administrator will make an initial allocation to three (3) state-level sub-funds. The Settlement Fund Administrator will then, for each Settling State and its Participating Subdivisions, apply the terms of this Agreement and any relevant State-Subdivision Agreement, Statutory Trust, Allocation Statute, or voluntary redistribution of funds as set out below before disbursing the funds.

1. Base Payments. The Settlement Fund Administrator will allocate Base Payments under Section IV.G among the Settling States pursuant to Section IV.G.2. Base payments for each Settling State will then be allocated fifteen percent (15%) to its State Fund, seventy percent (70%) to its Remediation Accounts Fund, and fifteen percent (15%) to its Subdivision Fund.

Amounts may be reallocated and will be distributed as provided in Section V.D.

2. Incentive Payments. The Settlement Fund Administrator will treat Incentive Payments under Section IV.H on a State-specific basis. Incentive Payments for which a Settling State is eligible under Section IV.F will be allocated fifteen percent (15%) to its State Fund, seventy percent (70%) to its Remediation Accounts Fund, and fifteen percent (15%) to its Subdivision Fund. Amounts may be reallocated and will be distributed as provided in Section V.D.

3. Application of Adjustments. If a suspension, offset or reduction under Section XI or Section XII applies with respect to a Settling State, the suspension, offset or reduction shall be applied proportionally to all amounts that would otherwise be apportioned and distributed to the State Fund, the Remediation Accounts Fund, and the Subdivision Fund for that State.

4. Settlement Fund Administrator. Prior to the Initial Participation Date, Walgreens and the Enforcement Committee will agree to a detailed mechanism consistent with the foregoing for the Settlement Fund Administrator to follow in allocating, apportioning, and distributing payments, which shall then be appended hereto as Exhibit L.

5. Settlement Fund Administrator Costs. Any costs and fees associated with or arising out of the duties of the Settlement Fund Administrator as described in Exhibit L shall be 30 paid from the interest accrued in the Settlement Fund Escrow and the Settlement Fund; provided, however, that if such accrued interest is insufficient to pay the entirety of any such costs and fees, Walgreens shall pay fifty percent (50%) of the additional amount and fifty percent (50%) shall be paid out of the Settlement Fund.

D. Settlement Fund Reallocation and Distribution. As set forth below, within a particular Settling State's account, amounts contained in the Settlement Fund sub-funds may be reallocated and distributed per a State-Subdivision Agreement or other means. If the apportionment of amounts is not addressed and controlled under Section V.D.1 and Section V.D.2, then the default provisions of Section V.D.4 apply. It is not necessary that a StateSubdivision Agreement or other means of allocating funds pursuant to Section V.D.1 and Section V.D.2 address all of the Settlement Fund sub-funds. For example, a Statutory Trust might only address disbursements from a Settling State’s Remediation Accounts Fund.

1. Distribution by State-Subdivision Agreement. If a Settling State has a StateSubdivision Agreement, amounts apportioned to that State's State Fund, Remediation Accounts Fund, and Subdivision Fund under Section V.C shall be reallocated and distributed as provided by that agreement. Any State Subdivision Agreement entered into after the Preliminary Agreement Date shall be applied only if it requires: (a) that all amounts be used for Opioid Remediation, except as allowed by Section V.B.2, and (b) that at least seventy percent (70%) of amounts be used solely for future Opioid Remediation.7 For a State-Subdivision Agreement to be applied to the relevant portion of an Annual Payment, notice must be provided to Walgreens and the Settlement Fund Administrator at least sixty (60) calendar days prior to the Payment Date.

2. Distribution by Allocation Statute. If a Settling State has an Allocation Statute and/or a Statutory Trust that addresses allocation or distribution of amounts apportioned to such State's State Fund, Remediation Accounts Fund, and/or Subdivision Fund and that, to the extent any or all such sub-funds are addressed, requires (1) all amounts to be used for Opioid Remediation, except as allowed by Section V.B.28, and (2) at least seventy percent (70%) of all amounts to be used solely for future Opioid Remediation then, to the extent allocation or distribution is addressed, the amounts apportioned to that State's State Fund, Remediation Accounts Fund, and Subdivision Fund under Section V.C shall be allocated and distributed as addressed and provided by the applicable Allocation Statute or Statutory Trust. For the avoidance of doubt, an Allocation Statute or Statutory Trust need not address all three (3) subfunds that comprise the Settlement Fund, and if the applicable Allocation Statute or Statutory Trust does not address distribution of all or some of these three (3) sub-funds, the applicable Allocation Statute or Statutory Trust does not replace the default provisions described in Section V of any such unaddressed fund. For example, if an Allocation Statute or Statutory Trust that meets the requirements of this Section V.D.2 only addresses funds restricted to remediation, then the default provisions of this Agreement concerning allocation among the three (3) sub-funds comprising the Settlement Fund and the distribution of the State Fund and Subdivision Fund for 7 Future Opioid Remediation includes amounts paid to satisfy any future demand by another governmental entity to make a required reimbursement in connection with the past care and treatment of a person related to the Alleged Harms
31 that State would still apply, while the distribution of the applicable State's Remediation Accounts Fund would be governed by the qualifying Allocation Statute or Statutory Trust.

3. Voluntary Redistribution. A Settling State may choose to reallocate all or a portion of its State Fund to its Remediation Accounts Fund. A Participating Subdivision included on Exhibit G may choose to reallocate all or a portion of its allocation from the Subdivision Fund to the State's Remediation Accounts Fund or to another Participating Subdivision. The Settlement Fund Administrator is not required to honor a voluntary redistribution for which notice is provided to it less than sixty (60) calendar days prior to the applicable Payment Date.

4. Distribution in the Absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust. If Section V.D.1 and Section V.D.2 do not apply, amounts apportioned to that State’s State Fund, Remediation Accounts Fund, and Subdivision Fund under Section V.C shall be distributed as follows:
a. Amounts apportioned to that State’s State Fund shall be distributed to that State.
b. Amounts apportioned to that State’s Remediation Accounts Fund shall be distributed consistent with Section V.E. Each Settling State shall submit to the Settlement Fund Administrator a designation of a lead state agency or other entity to serve as the single point of contact for that Settling State’s funding requests from the Remediation Accounts Fund and other communications with the Settlement Fund Administrator. The designation of an individual entity is for administrative purposes only and such designation shall not limit funding to such entity or even require that such entity receive funds from this Agreement. The designated entity shall be the only entity authorized to request funds from the Settlement Fund Administrator to be disbursed from that Settling State’s Remediation Accounts Fund. If a Settling State has established a Statutory Trust then that Settling State’s single point of contact may direct the Settlement Fund Administrator to release the State’s Remediation Accounts Fund to the Statutory Trust.
c. Amounts apportioned to that State’s Subdivision Fund shall be distributed to Participating Subdivisions in that State included on Exhibit G per the Subdivision Allocation Percentage listed in Exhibit G. Section VII.I shall govern amounts that would otherwise be distributed to Non-Participating Subdivisions listed in Exhibit G. For the avoidance of doubt and notwithstanding any other provision in this Agreement, no Non-Participating Subdivision will receive any amount from the Settlement Fund, regardless of whether such Subdivision is included on Exhibit G.
d. Special Districts shall not be allocated funds from the Subdivision Fund, except through a voluntary redistribution allowed by Section V.D.3 to Special Districts that are Participating Subdivisions. A Settling State may allocate funds from its State Fund or Remediation Accounts Fund for Special Districts that are Participating Subdivisions.
32 5. Restrictions on Distribution. No amounts may be distributed from the Subdivision Fund contrary to Section VII, i.e., no amounts may be distributed directly to Non-Participating Subdivisions or to Later Participating Subdivisions to the extent such a distribution would violate Section VII.E through Section VII.H. Amounts allocated to the Subdivision Fund that cannot be distributed by virtue of the preceding sentence shall be distributed into the sub-account in the Remediation Accounts Fund for the Settling State in which the Subdivision is located, unless those payments are redirected elsewhere by a State-Subdivision Agreement described in Section V.D.1 or by an Allocation Statute or a Statutory Trust described in Section V.D.2.

E. Provisions Regarding the Remediation Accounts Fund.

1. State-Subdivision Agreement, Allocation Statute, and Statutory Trust Fund Provisions. A State-Subdivision Agreement, Allocation Statute, or Statutory Trust may govern the operation and use of amounts in that State's Remediation Accounts Fund so long as it complies with the requirements of Section V.D.1 or Section V.D.2, as applicable, and all direct payments to Subdivisions comply with Section VII.E through Section VII.H.

2. Absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust.

In the absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust that addresses distribution, the Remediation Accounts Fund will be used solely for future Opioid Remediation9 and the following shall apply with respect to a Settling State:
a. Regional Remediation.
(i) At least fifty percent (50%) of distributions for remediation from a State's Remediation Accounts Fund shall be annually allocated and tracked to the regional level. A Settling State may allow the Advisory Committee established pursuant to Section V.E.2.c to define its regions and assign regional allocations percentages. Otherwise, the State shall (A) define its initial regions, which shall consist of one (1) or more General Purpose Subdivisions and which shall be designated by the state agency with primary responsibility for substance abuse disorder services employing, to the maximum extent practical, existing regions established in that State for opioid abuse treatment or other public health purposes; (B) assign initial regional allocation percentages to the regions based on the Subdivision Allocation Percentages in Exhibit G and an assumption that all Subdivisions included on Exhibit G will become Participating Subdivisions.
(ii) This minimum regional expenditure percentage is
calculated on the Settling State's initial Remediation Accounts Fund allocation and does not include any additional amounts a Settling State has directed to its Remediation Accounts Fund from its State Fund, or any other amounts directed to the fund. A Settling State may dedicate more than fifty percent (50%) of its Remediation Accounts Fund to the regional expenditure and may annually adjust the percentage of its Remediation 33 Accounts Fund dedicated to regional expenditures as long as the percentage remains above the minimum amount.
(iii) The Settling State (A) has the authority to adjust the definition of the regions, and (B) may annually revise the percentages allocated to each region to reflect the number of General Purpose Subdivisions in each region that are Non-Participating Subdivisions. b. Subdivision Block Grants. Certain Subdivisions shall be eligible to receive regional allocation funds in the form of a block grant for future Opioid Remediation. A Participating Subdivision eligible for block grants is a county or parish (or in the case of States that do not have counties or parishes that function as political subdivisions, a city) that (1) does not contain a Litigating Subdivision or a Later Litigating Subdivision for which it has the authority to end the litigation through a release, bar or other action, (2) either (i) has a population of 400,000 or more or (ii) in the case of California has a population of 750,000 or more and (3) has funded or otherwise managed an established health care or treatment infrastructure (e.g., health department or similar agency). Each Subdivision eligible to receive block grants shall be assigned its own region. c. Small States. Notwithstanding the provisions of Section V.E.2.a, Settling States with populations under four (4) million that do not have existing regions described in Section V.E.2.a shall not be required to establish regions.

However, such a Settling State that contains one (1) or more Subdivisions eligible for block grants under Section V.E.2.b shall be divided regionally so that each block-grant eligible Subdivision is a region and the remainder of the state is a region.
d. Advisory Committee. The Settling State shall designate an Opioid Settlement Remediation Advisory Committee (the "Advisory Committee") to provide input and recommendations regarding remediation spending from that Settling State's Remediation Accounts Fund. A Settling State may elect to use an existing advisory committee or similar entity (created outside of a StateSubdivision Agreement or Allocation Statute); provided, however, the Advisory Committee or similar entity shall meet the following requirements:
(i) Written guidelines that establish the formation and composition of the Advisory Committee, terms of service for members, contingency for removal or resignation of members, a schedule of meetings, and any other administrative details;
(ii) Composition that includes at least an equal number of local representatives as state representatives;
(iii) A process for receiving input from Subdivisions and other communities regarding how the opioid crisis is affecting their 34 communities, their remediation needs, and proposals for remediation strategies and responses; and
(iv) A process by which Advisory Committee recommendations for expenditures for Opioid Remediation will be made to and considered by the appropriate state agencies.

3. Remediation Accounts Fund Reporting. The Settlement Fund Administrator shall track and assist in the report of remediation disbursements as agreed to among the Walgreens and the Enforcement Committee
F. Nature of Payment. Each of the Settling States, the Participating Subdivisions and Walgreens acknowledges, agrees and understands that, notwithstanding anything to the contrary in this Agreement, for purposes of Section 162(f) of the Internal Revenue Code, the Compensatory Restitution Amount paid by Walgreens (up to $4,788,165,456 to be paid out over fifteen (15) years) constitutes restitution or remediation, as defined in Treasury Regulation §

1.162-21(e)(4), for damage or harm allegedly caused by the potential violation of a law and is an amount paid for the purpose of remediating the damage or harm allegedly caused, including to restore the affected persons, Settling States and Participating Subdivisions to the same or substantially similar position or condition as existed prior to such damage or harm allegedly caused. The Parties acknowledge, agree and understand that only the Private Attorneys Fees, tate AG Fees and Costs, and Additional Remediation Amount (up to $734,363,310) represent reimbursement to Settling States, Participating Subdivisions listed on Exhibit G, or any other person or entity for the fees and costs of any investigation or litigation, that no portion of the Compensatory Restitution Amount represents reimbursement to Plaintiffs or any other person or entity for the fees and costs of any investigation or litigation, and no portion of the Compensatory Restitution Amount represents or should properly be characterized as the payment of fines, penalties or other punitive assessments. Releasors acknowledge, agree and understand that Walgreens intends to allocate the cost of the Annual Remediation Payments among the Releasees using a reasonable basis. The Designated State, on behalf of all Settling States and Participating Subdivisions shall complete and file Form 1098-F with the Internal Revenue Service on or before February 28 (March 31 if filed electronically) of the year following the calendar year in which the order entering this Agreement becomes binding. The Form 1098-F shall identify the entire Adjusted State Remediation Payment except as reported pursuant to Section V.B.2 as of December 31, 2023, as remediation/restitution amounts, and Releasors shall furnish Copy B of such Form 1098-F to Walgreens on or before January 31 of the year following the calendar year in which the order entering this Agreement becomes binding. Walgreens makes no warranty or representation to Releasors as to the tax consequences of the Compensatory Restitution Amount, Adjusted State Remediation Payment, the Private Attorneys Fees, or State AG Fees and Costs or any portion thereof. Further, Releasors specifically acknowledge that no portion of the Compensatory Restitution Amount shall be used for general enforcement efforts or other discretionary purposes as described in Treasury Regulation § 1.162-21(e)(4)(i)(C).

VI. Enforcement
A. Enforceability. This Agreement is enforceable only by the Settling States and Walgreens; provided, however, that Released Entities may enforce Section X and Participating 35 Subdivisions listed on Exhibit G have the enforcement rights described in Section VI.D. Except to the extent allowed by the Injunctive Relief Terms, Settling States and Participating Subdivisions shall not have enforcement rights against Walgreens with respect to either the terms of this Agreement that apply only to or in other States or any Consent Judgment entered into by another Settling State. Participating Subdivisions shall not have enforcement rights against Walgreens with respect to this Agreement or any Consent Judgment except that Participating Subdivisions listed on Exhibit G shall have enforcement rights as set forth herein as to payments that would be allocated to the Subdivision Fund or Remediation Accounts Fund pursuant to Section V; provided, however, that each Settling State shall allow Participating Subdivisions in such Settling State to notify it of any perceived violations of this Agreement or the applicable Consent Judgment.

B. Jurisdiction. Walgreens consents to the jurisdiction of the court in which each Settling State files its Consent Judgment, limited to resolution of disputes identified in Section VI.F.1 for resolution in that court.

C. Specific Terms Dispute Resolution.

1. Any dispute that is addressed by the provisions set forth in the Injunctive Relief Terms shall be resolved as provided therein.

2. In the event that Walgreens believes that the ninety-five percent (95%) threshold established in Section V.B.1 is not being satisfied, any Party may request that Walgreens and the Enforcement Committee meet and confer regarding the use of funds to implement Section V.B.1. The completion of such meet-and-confer process is a precondition to further action regarding any such dispute. Further action concerning Section V.B.1 shall: (i) be limited to Walgreens seeking to reduce their Annual Remediation Payments by no more than five percent (5%) of the difference between the actual amount of Opioid Remediation and the ninety-five percent (95%) threshold established in Section V.B.1; (ii) only reduce Annual Remediation Payments to those Settling States and their Participating Subdivision(s) that are below the ninety-five percent (95%) threshold established in Section V.B.1; and (iii) not reduce Annual Remediation Payments restricted to future Opioid Remediation.

D. State-Subdivision Enforcement.

1. A Subdivision shall not have enforcement rights against a Settling State in which it is located with respect to this Agreement or any Consent Judgment except that a Participating Subdivision listed on Exhibit G shall have enforcement rights (a) as provided for in a StateSubdivision Agreement, Allocation Statute, or Statutory Trust with respect to intrastate allocation or (b) in the absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust, to allegations that (i) the Settling State's use of Remediation Accounts Fund monies were not used for uses similar to or in the nature of those uses contained in Exhibit E; or (ii) a Settling State failed to pay funds directly from the Remediation Accounts Fund to a Participating Subdivision eligible to receive a block grant pursuant to Section V.E.2.b.

2. A Settling State shall have enforcement rights against a Participating Subdivision located in its territory (a) as provided for in a State-Subdivision Agreement, Allocation Statute, 36 or Statutory Trust; or (b) in the absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust, to allegations that the Participating Subdivisions' uses of Remediation Accounts Fund monies were not used for purposes similar to or in the nature of those uses contained in Exhibit E.

3. As between the Settling States and Participating Subdivisions, the above rights are contractual in nature and nothing herein is intended to limit, restrict, change or alter any other existing rights under law.

E. Subdivision Walgreens Payment Enforcement. A Participating Subdivision listed on Exhibit G shall have the same right as a Settling State to seek resolution regarding the failure by Walgreens to make its Annual Remediation Payment in a Payment Year.

F. Other Terms Regarding Dispute Resolution.

1. Except to the extent provided by Section VI.C or Section VI.F.2, all disputes shall be resolved in either the court that entered the relevant Consent Judgment or, if no such Consent Judgment was entered, a state or territorial court with jurisdiction located wherever the seat of the relevant state government is located.
a. State court proceedings shall be governed by the rules and procedures of the relevant forum.
b. For the avoidance of doubt, disputes to be resolved in state court include, but are not limited to, the following:
(i) disputes concerning whether expenditures qualify as Opioid Remediation;
(ii) disputes between a Settling State and its Participating Subdivisions as provided by Section VI.D, except to the extent the StateSubdivision Agreement provides for other dispute resolution mechanisms.

For the avoidance of doubt, disputes between a Settling State and any Participating Subdivision shall not be considered National Disputes; (iii) whether this Agreement and relevant Consent Judgment are binding under state law;
(iv) the extent of the Attorney General’s or other participating entity’s authority under state law, including the extent of the authority to release claims; and
(v) whether the definition of a Bar, a Case-Specific Resolution, Final Order, lead state agency as described in Section V.D.4.b, Later Litigating Subdivision, Litigating Subdivision, or Threshold Motion have been met; and
37 (vi) all other disputes not specifically identified in Section VI.C or Section VI.F.2.
c. Any Party may request that the National Arbitration Panel provide an interpretation of any provision of the settlement that is relevant to the state court determination, and the National Arbitration Panel shall make reasonable best efforts to supply such interpretation within the earlier of thirty (30) calendar days or the time period required by the state court proceedings. Any Party may submit that interpretation to the state court to the extent permitted by, and for such weight provided by, the state court’s rules and procedures. If requested by a Party, the National Arbitration Panel shall request that its interpretation be accepted in the form of an amicus curiae brief, and any attorneys’ fees and costs for preparing any such filing shall be paid for by the requesting Party.

2. National Disputes involving a Settling State, a Participating Subdivision that has enforcement rights pursuant to Section VI.A, and/or Walgreens shall be resolved by the National Arbitration Panel.
a. National Disputes are disputes that are not addressed by Section VI.C, and which are exceptions to Section VI.F.1’s presumption of resolution in state courts because they involve issues of interpretation of terms contained in this Agreement applicable to all Settling States without reference to a particular State’s law. Disputes between a Settling State and any Participating Subdivision shall not be considered National Disputes. National Disputes are limited to the following:
(i) the amount of offset and/or credit attributable to NonSettling States; (ii) issues involving the scope and definition of Product; (iii) interpretation and application of the terms “Covered Conduct,” “Released Entities,” and “Released Claims”;
(iv) the failure by Walgreens to pay the Annual Remediation Payment or the Additional Restitution Amount in a Payment Year, but for the avoidance of doubt, disputes between Walgreens and a Settling State over the amounts owed only to that state that do not affect any other Settling State shall not be considered National Disputes; (v) the interpretation and application of the significant financial constraint provision in Section IV.K, including, without limitation, eligibility for and amount of deferrals for any given year, time for repayment, and compliance with restrictions during deferral term; (vi) the interpretation and application of any most-favorednation provision in Section XIII.E; 38 (vii) questions regarding the performance and/or removal of the Settlement Fund Administrator;
(viii) disputes involving liability of successor entities; (ix) disputes that require a determination of the sufficiency of participation in order to qualify for Incentive Payments A, BC or D; (x) disputes involving a Releasor’s compliance with, and the appropriate remedy under, Section X.B.4.c;
(xi) disputes requiring the interpretation of Agreement terms that are national in scope or impact, which shall mean disputes requiring the interpretation of Agreement terms that (i) concretely affect four (4) or more Settling States; and (ii) do not turn on unique definitions and interpretations under state law; and
(xii) any dispute subject to resolution under Section VI.F.1 but for which all parties to the dispute agree to arbitration before the National Arbitration Panel under the provisions of this Section VI.F.2. b. The National Arbitration Panel shall be comprised of three (3) arbitrators. One (1) arbitrator shall be chosen by Walgreens, one (1) arbitrator shall be chosen by the Enforcement Committee with due input from Participating Subdivisions listed on Exhibit G, and the third arbitrator shall be agreed upon by the first two (2) arbitrators. The membership of the National Arbitration Panel is intended to remain constant throughout the term of this Agreement, but in the event that replacements are required, the retiring arbitrator shall be replaced by the party that selected him/her.
c. The National Arbitration Panel shall make reasonable best efforts to decide all matters within one hundred eighty (180) calendar days of filing, and in no event shall it take longer than one (1) year.
d. The National Arbitration Panel shall conduct all proceedings in a reasonably streamlined process consistent with an opportunity for the parties to be heard. Issues shall be resolved without the need for live witnesses where feasible and with a presumption in favor of remote participation to minimize the burdens on the parties.
e. To the extent allowed under state law, a Settling State, a Participating Subdivision that has enforcement rights pursuant to Section VI.A, and (at any party’s request) the National Arbitration Panel may certify to an appropriate state court any question of state law. The National Arbitration Panel shall be bound by a final state court determination of such a certified question.

The time period for the arbitration shall be tolled during the course of the certification process.
39 f. The arbitrators will give due deference to any authoritative interpretation of state law, including any declaratory judgment or similar relief obtained by a Settling State, a Participating Subdivision that has enforcement rights pursuant to Section VI.A, or Walgreens on a state law issue. g. The decisions of the National Arbitration Panel shall be binding on Settling States, Participating Subdivisions, Walgreens, and the Settlement Fund Administrator. In any proceeding before the National Arbitration Panel involving a dispute between a Settling State and Walgreens whose resolution could prejudice the rights of a Participating Subdivision(s) in that Settling State, such Participating Subdivision(s) shall be allowed to file a statement of view in the proceeding.
h. Nothing herein shall be construed so as to limit or otherwise restrict a State from seeking injunctive or other equitable relief in state court to protect the health, safety, or welfare of its citizens. i. Each party shall bear its own costs in any arbitration or court proceeding arising under this Section VI. The costs for the arbitrators on the National Arbitration Panel shall be divided and paid equally by the disputing sides for each individual dispute, e.g., a dispute between Walgreens and Settling States/Participating Subdivisions shall be split fifty percent (50%) by Walgreens and fifty percent (50%) by the Settling States/Participating Subdivisions that are parties to the dispute; a dispute between a Settling State and a Participating Subdivision shall be split fifty percent (50%) by the Settling State that is party to the dispute and fifty percent (50%) by any Participating Subdivisions that are parties to the dispute.

3. Prior to initiating an action to enforce pursuant to this Section VI.F, the complaining party must:
a. Provide written notice to the Enforcement Committee and/or Walgreens of its complaint, including the provision of the Consent Judgment and/or Agreement that the practice appears to violate, as well as the basis for its interpretation of the disputed provision. The Enforcement Committee shall establish a reasonable process and timeline for obtaining additional information from the involved parties; provided, however, that the date the Enforcement Committee establishes for obtaining additional information from the parties shall not be more than forty-five (45) calendar days following the notice. The Enforcement Committee may advise the involved parties of its views on the complaint and/or seek to resolve the complaint informally. b. Wait to commence any enforcement action until thirty (30) calendar days after the date that the Enforcement Committee establishes for obtaining additional information from the involved parties. 40 4. If the parties to a dispute cannot agree on the proper forum for resolution of the dispute under the provisions of Section VI.F.1 or Section VI.F.2, a committee comprising the Enforcement Committee and sufficient representatives of Walgreens such that the members of the Enforcement Committee have a majority of one (1) member will determine the forum where the dispute will be initiated within twenty-eight (28) calendar days of receiving notification of the dispute relating to the proper forum. The forum identified by such committee shall be the sole forum for litigating the issue of which forum will hear the substantive dispute, and the committee’s identification of such forum in the first instance shall not be entitled to deference by the forum selected.

5. To the extent allowed by applicable law, this Settlement Agreement shall not be deemed to create a lien or encumbrance against any real property owned by Walgreens or its affiliates, unless in the event of a default or breach of the payment provisions by Walgreens.

Nothing in this Section VI.F.5 shall be construed to limit any remedy of any Settling State or Participating Subdivision in the event of a default or breach of this Agreement by Walgreens.

G. No Effect. Nothing in this Agreement shall be interpreted to limit the Settling States’ Civil Investigative Demand ("CID") or investigative subpoena authority, to the extent such authority exists under applicable state law and the CID or investigative subpoena is issued pursuant to such authority, and Walgreens reserve all of its rights in connection with a CID or investigative subpoena issued pursuant to such authority.

VII. Participation by Subdivisions
A. Notice. Prior to the State Participation Date, the Parties shall agree on a vendor to serve as the Implementation Administrator and provide notice pursuant to this Section VII.A.

No later than fifteen (15) calendar days after the Preliminary Agreement Date, the Implementation Administrator shall send individual written notice (which may be delivered via e-mail or other electronic means) of the opportunity to participate in this Agreement and the requirements of participation to all Subdivisions in the Settling States that are (1) Litigating Subdivisions or (2) Non-Litigating Subdivisions listed on Exhibit G. To the extent a Special District is entitled to an allocation for a direct payment through its inclusion in Exhibit G pursuant to a State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution, the Implementation Administrator, with the cooperation of the Settling States shall also send individual written notice (which may be delivered via e-mail or other electronic means) of the opportunity to participate in this Agreement and the requirements of participation to such Special Districts. Unless otherwise agreed by the Parties, the version of Exhibit G used for notice shall be the one in place as of the State Participation Date. Notice (which may be delivered via e-mail or other electronic means) shall also be provided simultaneously to counsel of record for Litigating Subdivisions and known counsel for Non-Litigating Subdivisions and Special Districts listed on Exhibit G. Up to $1,500,000 of the costs of the Implementation Administrator shall be paid for by Walgreens. The Settling States, with the cooperation of Walgreens, may also provide general notice reasonably calculated to alert Non-Litigating Subdivisions in the Settling States to this Agreement, the opportunity to participate in it, and the requirements for participation. Such notice may include publication and other standard forms of notification, as well as notice to state and county organizations such as the National Association of Counties and the National League of Cities. The notice will include that the deadline for 41 becoming an Initial Participating Subdivision is the Initial Participation Date. Nothing contained herein shall preclude a Settling State from providing further notice to or otherwise contacting any of its Subdivisions about becoming a Participating Subdivision, including beginning any of the activities described in this paragraph prior to the Preliminary Agreement Date.

B. Requirements for Becoming a Participating Subdivision—Non-Litigating Subdivisions. A Non-Litigating Subdivision in a Settling State may become a Participating Subdivision by returning an executed Subdivision Settlement Participation Form to the Implementation Administrator or Settlement Fund Administrator (which may be executed and returned by electronic means established by the Implementation Administrator or Settlement Fund Administrator) specifying (1) that the Subdivision agrees to the terms of this Agreement pertaining to Subdivisions, (2) that the Subdivision releases all Released Claims against all Released Entities, (3) that the Subdivision agrees to use monies it receives, if any, from the Settlement Fund pursuant to the applicable requirements of Section V; provided, however, that Non-Litigating Subdivisions may only use monies originating from the Settlement Fund for purposes that qualify as Opioid Remediation, and (4) that the Subdivision submits to the jurisdiction of the court where the applicable Consent Judgment is filed for purposes limited to that court's role under this Agreement. The required Subdivision Settlement Participation Form is attached as Exhibit K.

C. Requirements for Becoming a Participating Subdivision—Litigating Subdivisions/Later Litigating Subdivisions. A Litigating Subdivision or Later Litigating Subdivision in a Settling State may become a Participating Subdivision by returning an executed Subdivision Settlement Participation Form to the Implementation Administrator Settlement Fund Administrator (which may be executed and returned by electronic means established by the Implementation Administrator or Settlement Fund Administrator) and upon prompt dismissal with prejudice of its lawsuit. A Settling State may require each Litigating Subdivision in that State to specify on the Subdivision Settlement Participation Form whether its counsel has waived any contingency fee contract with that Participating Subdivision and whether, if eligible, it intends to seek fees pursuant to Exhibit R. The Settlement Fund Administrator shall provide quarterly reports of this information to the parties organized by Settling State. A Litigating Subdivision or Later Litigating Subdivision may not become a Participating Subdivision after the completion of opening statements in a trial of the lawsuit it brought that includes a Released Claim against a Released Entity.

D. Initial Participating Subdivisions. A Subdivision qualifies as an Initial Participating Subdivision if it meets the applicable requirements for becoming a Participating Subdivision set forth in Section VII.B or Section VII.C by the Initial Participation Date. All Subdivision Settlement Participation Forms shall be held in escrow by the Implementation Administrator until the Reference Date.

E. Later Participating Subdivisions. A Subdivision that is not an Initial Participating Subdivision may become a Later Participating Subdivision by meeting the applicable requirements for becoming a Participating Subdivision set forth in Section VII.B or Section VII.C after the Initial Participation Date and by agreeing to be subject to the terms of a StateSubdivision Agreement (if any) or any other structure adopted or applicable pursuant to Section 42 V.D or Section V.E. The following provisions govern what a Later Participating Subdivision can receive (but do not apply to Initial Participating Subdivisions):

1. A Later Participating Subdivision shall not receive any share of any Annual Remediation Payment due before it became a Participating Subdivision.

2. A Later Participating Subdivision that becomes a Participating Subdivision after November 30, 2023 shall receive seventy-five percent (75%) of the share of future Base Payments or Incentive Payments that it would have received had it become a Later Participating Subdivision prior to that date (unless the Later Participating Subdivision is subject to Section VII.E.3 or Section VII.E.4).

3. A Later Participating Subdivision that, after the Initial Participation Date, maintains a lawsuit for a Released Claim(s) against a Released Entity and has judgment entered against it on every such Claim before it became a Participating Subdivision (other than a consensual dismissal with prejudice) shall receive fifty percent (50%) of the share of future Base Payments or Incentive Payments that it would have received had it become a Later Participating Subdivision prior to such judgment; provided, however, that if the Subdivision appeals the judgment and the judgment is affirmed with finality before the Subdivision becomes a Participating Subdivision, the Subdivision shall not receive any share of any Base Payment or Incentive Payments.

4. A Later Participating Subdivision that becomes a Participating Subdivision while a Bar or Case-Specific Resolution involving a different Subdivision exists in its State shall receive twenty-five percent (25%) of the share of future Base Payments or Incentive Payments that it would have received had it become a Later Participating Subdivision without such Bar or Case-Specific Resolution.

F. No Increase in Payments. Amounts to be received by Later Participating Subdivisions shall not increase the payments due from Walgreens.

G. Ineligible Subdivisions. Prior Litigating Subdivisions whose claims have already been resolved and Subdivisions in Non-Settling States are not eligible to be Participating Subdivisions.

H. Non-Participating Subdivisions. Non-Participating Subdivisions shall not directly receive any portion of any Annual Remediation Payment, including from the State Fund and direct distributions from the Remediation Accounts Fund; however, a Settling State may choose to fund future Opioid Remediation that indirectly benefits Non-Participating Subdivisions.

I. Unpaid Allocations to Later Participating Subdivisions and Non-Participating Subdivisions. Any Base Payment and Incentive Payments allocated pursuant to Section V.D to a Later Participating Subdivision or Non-Participating Subdivision that cannot be paid pursuant to this Section VII, including the amounts that remain unpaid after the reductions required by Section VII.E.2 through Section VII.E.4, will be allocated to the Remediation Accounts Fund for the State in which the Subdivision is located, unless those payments are redirected elsewhere by a State-Subdivision Agreement or by a Statutory Trust.
43 VIII. Condition to Effectiveness of Agreement and Filing of Consent Judgment A. Determination to Proceed With Settlement.

1. The Settling States shall confer with legal representatives of the Participating Subdivisions listed on Exhibit G and inform Walgreens no later than eighteen (18) calendar days prior to the Reference Date whether the Settling States agree that there is sufficient participation to proceed with this Agreement. Within seven (7) calendar days of informing Walgreens that there is sufficient participation to proceed, the Settling States will deliver all signatures and releases required by the Agreement to be provided by the Settling States to Walgreens.

2. If the Settling States inform Walgreens that they agree that there is sufficient participation, Walgreens will then determine on or before the Reference Date whether there is sufficient State participation, sufficient Subdivision participation, and sufficient resolution of the Claims of the Litigating Subdivisions in the Settling States (through participation under Section VII, Case-Specific Resolution(s) and Bar(s)) to proceed with this Agreement. The determination shall be in the sole discretion of Walgreens and may be based on any criteria or factors deemed relevant by Walgreens.

B. Notice by Walgreens. On or before the Reference Date, Walgreens shall inform the Settling States of its determination pursuant to Section VIII.A.2. If Walgreens determines to proceed, the Parties will proceed to file the Consent Judgments and the obligations in the Subdivision Settlement Participation Forms will be effective and binding as of the Reference Date. If Walgreens determines not to proceed, this Agreement will have no further effect, any amounts placed in escrow for Payment Year 1, including funds referenced in Section IV.C.1 and Exhibit M-2, shall be returned to Walgreens, and all releases (including those contained in Subdivision Settlement Participation Forms) and other commitments or obligations contained herein or in Subdivision Settlement Participation Forms will be void.

IX. Settling State and Participating Subdivision Attorneys’ Fees and Costs and Additional Remediation Amount
A. The Agreement on Subdivision Attorneys’ Fees, Expenses and Costs is set forth in Exhibit R and incorporated herein by reference. The Agreement on the State Outside Counsel Fee Fund for Chain Pharmacy Settlement and the Agreement on the Joint State Cost Fund are set forth in Exhibit S and Exhibit T, respectively, and are incorporated herein by reference.

B. Additional Remediation Amount.

1. Subject to and without exceeding the maximum payment amounts set forth in the "Additional Remediation Amount" column of Exhibit M-3 and subject to the reduction specified in Section IX.B.2, Walgreens shall pay an Additional Remediation Amount to the Settling States listed in Exhibit N. Such funds shall be paid, on the schedule set forth in Exhibit M-3, as allocated by the Settlement Fund Administrator pursuant to Exhibit N. 44 2. Reduction of Additional Remediation Amount. The amounts owed by Walgreens pursuant to this Section IX.B shall be reduced by the allocations set forth on Exhibit N for Non-Settling States.

3. For the avoidance of doubt, (1) a Settling State that retained outside counsel in connection with the investigation of one or more Chain Pharmacies, as that term is defined in Exhibit S, that receives an Additional Remediation Amount because the Settling State was not otherwise eligible to receive funds from the State Outside Counsel Fee Fund may choose to have the Additional Remediation Amount designated to pay the Settling State’s outside counsel, and may instruct the Settlement Fund Administrator to pay those funds directly to the Settling State’s outside counsel, and (2) Additional Remediation Amount funds, including funds designated by a Settling State to pay its outside counsel under this paragraph, shall not be subject to allocation as provided in Section V.C through Section V.E.

C. All payments addressed by this Section IX will be made on December 31 for each Payment Year in which they are due pursuant to Exhibit M-3.

X. Release
A. Scope. As of the Effective Date, the Released Entities are hereby released and forever discharged from all of the Releasors' Released Claims. Each Settling State (for itself and its Releasors) and Participating Subdivisions hereby absolutely, unconditionally, and irrevocably covenants not to bring, file, or claim, or to cause, assist or permit to be brought, filed, or claimed, or to otherwise seek to establish liability for any Released Claims against any Released Entity in any forum whatsoever. The releases provided for in this Agreement are intended by the Parties to be broad and shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to Released Claims and extend to the full extent of the power of each Settling State and its Attorney General to release claims. This Agreement shall be a complete bar to any Released Claim.

B. Claim-Over and Non-Party Settlement.

1. It is the intent of the Parties that:
a. Released Entities should not seek contribution or indemnification (other than pursuant to an insurance contract), from other parties for their payment obligations under this Agreement;
b. the payments made under this Agreement shall be the sole payments made by the Released Entities to the Releasors involving, arising out of, or related to Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Released Entity);
c. Claims by Releasors against non-Parties should not result in additional payments by Released Entities, whether through contribution, indemnification or any other means; and
45 d. the Agreement meets the requirements of the Uniform Contribution Among Joint Tortfeasors Act and any similar state law or doctrine that reduces or discharges a released party's liability to any other parties.

The provisions of this Section X.B are intended to be implemented consistent with these principles. This Agreement and the releases and dismissals provided for herein are made in good faith.

2. No Released Entity shall seek to recover for amounts paid under this Agreement based on indemnification, contribution, or any other theory from a manufacturer, pharmacy, hospital, pharmacy benefit manager, health insurer, third-party vendor, trade association, distributor, or health care practitioner; provided that a Released Entity shall be relieved of this prohibition with respect to any entity that asserts a Claim-Over against it. For the avoidance of doubt, nothing herein shall prohibit a Released Entity from recovering amounts owed pursuant to insurance contracts, and nothing herein shall prohibit a Released Entity from seeking a voluntary agreement providing indemnification for liability and/or expenses arising from Walgreens’ postEffective Date implementation of the Injunctive Relief Terms set forth in Exhibit P.

3. To the extent that, on or after the Reference Date, any Releasor enters into a NonParty Settlement, including in any bankruptcy case or through any plan of reorganization (whether individually or as a class of creditors), the Releasor will include (or in the case of a Non-Party Settlement made in connection with a bankruptcy case, will cause the debtor to include), unless prohibited from doing so under applicable law, in the Non-Party Settlement a prohibition on contribution or indemnity of any kind substantially equivalent to that required from Walgreens in Section X.B.2, or a release from such Non-Released Entity in favor of the Released Entities (in a form equivalent to the releases contained in this Agreement) of any Claim-Over. The obligation to obtain the prohibition and/or release required by this subsection is a material term of this Agreement.

4. In the event that any Releasor obtains a judgment with respect to Non-Party Covered Conduct against a Non-Released Entity that does not contain a prohibition like that described in Section X.B.3. or any Releasor files a Non-Party Covered Conduct Claim against a Non-Released Entity in bankruptcy or a Releasor is prevented for any reason from obtaining a prohibition/release in a Non-Party Settlement as provided in Section X.B.3, and such NonReleased Entity asserts a Claim-Over against a Released Entity, the Released Entity shall be relieved of the prohibition in Section X.B.2 with respect to that Non-Released Entity and that Releasor and Walgreens shall take the following actions to ensure that the Released Entities do not pay more with respect to Covered Conduct to Releasors or to Non-Released Entities than the amounts owed under this Settlement Agreement by Walgreens:
a. Walgreens shall notify that Releasor of the Claim-Over within sixty (60) calendar days of the assertion of the Claim-Over or sixty (60) calendar days of the Effective Date of this Settlement Agreement, whichever is later; b. Walgreens and that Releasor shall meet and confer concerning the means to hold Released Entities harmless and ensure that they are not required to 46 pay more with respect to Covered Conduct than the amounts owed by Walgreens under this Agreement;
c. That Releasor and Walgreens shall take steps sufficient and permissible under the law of the State of the Releasor to hold Released Entities harmless from the Claim-Over and ensure Released Entities are not required to pay more with respect to Covered Conduct than the amounts owed by Walgreens under this Agreement. Such steps may include, where permissible:
(i) Filing of motions to dismiss or such other appropriate motion by Walgreens or Released Entities, and supported by Releasors, in response to any claim filed in litigation or arbitration; (ii) Reduction of that Releasors' Claim and any judgment it has obtained or may obtain against such Non-Released Entity by whatever amount or percentage is necessary to extinguish such Claim-Over under applicable law, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Released Entity; (iii) Placement into escrow of funds paid by the Non-Released Entities such that those funds are available to satisfy the Claim-Over; (iv) Return of monies paid by Walgreens to that Releasor under this Settlement Agreement to permit satisfaction of a judgment against or settlement with the Non-Released Entity to satisfy the Claim-Over; (v) Payment of monies to Walgreens by that Releasor to ensure they are held harmless from such Claim-Over, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Released Entity;
(vi) Credit to Walgreens under this Agreement to reduce the overall amounts to be paid under the Agreement such that they are held harmless from the Claim-Over; and
(vii) Such other actions as that Releasor and Walgreens may devise to hold Walgreens harmless from the Claim-Over.
d. The actions of that Releasor and Walgreens taken pursuant to paragraph (c) must, in combination, ensure Walgreens is not required to pay more with respect to Covered Conduct than the amounts owed by Walgreens under this Agreement.
e. In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph (c), that Releasor and Walgreens may seek review by the National Arbitration Panel, provided that, if the parties agree, such dispute may be heard by the state court where the relevant Consent Judgment was filed. The 47 National Arbitration Panel shall have authority to require Releasors to implement a remedy that includes one or more of the actions specified in paragraph (c) sufficient to hold Released Entities fully harmless. In the event that the Panel’s actions do not result in Released Entities being held fully harmless, Walgreens shall have a claim for breach of this Agreement by Releasors, with the remedy being payment of sufficient funds to hold Walgreens harmless from the ClaimOver. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Walgreens may have.

5. To the extent that the Claim-Over is based on a contractual indemnity, the obligations under Section X.B.4 shall extend solely to a Non-Party Covered Conduct Claim against a clinic, hospital or other purchaser, distributor or dispenser of Products, a manufacturer that sold Products, a consultant, and/or a pharmacy benefit manager or other third-party payor.

Walgreens shall notify the Settling States, to the extent permitted by applicable law, in the event that any of these types of Non-Released Entity asserts a Claim-Over arising out of contractual indemnity against it.

6. Indemnification and Contribution Prohibited. No Released Entity shall seek to recover for amounts paid under this Agreement based on indemnification, contribution, or any other theory, from a manufacturer, pharmacy, hospital, pharmacy benefit manager, health insurer, third-party vendor, trade association, distributor, or health care practitioner. For the avoidance of doubt, nothing herein shall prohibit a Released Entity from recovering amounts owed pursuant to insurance contracts and nothing herein shall prohibit a Released Entity from seeking a voluntary agreement providing indemnification for liability and/or expenses arising from Walgreens’ post-Effective Date implementation of the Injunctive Relief Terms set forth in Exhibit P.

C. General Release. In connection with the releases provided for in this Agreement, each Settling State (for itself and its Releasors) and Participating Subdivision expressly waives, releases, and forever discharges any and all provisions, rights, and benefits conferred by any law of any State or territory of the United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code, which reads:

General Release; extent. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that if known by him or her, would have materially affected his or her settlement with the debtor or released party.

A Releasor may hereafter discover facts other than or different from those which it knows, believes, or assumes to be true with respect to the Released Claims, but each Settling State (for itself and its Releasors) and Participating Subdivision hereby expressly waives and fully, finally, and forever settles, releases and discharges, upon the Effective Date, any and all Released Claims that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would materially affect the Settling States’ decision to enter into this Agreement or the Participating Subdivisions' decision to participate in this Agreement. 48 D. Assigned Interest Waiver. To the extent that any Settling State has any direct or indirect interest in any rights of a third-party that is a debtor under the Bankruptcy Code as a result of a claim arising out of Covered Conduct by way of assignment or otherwise, including as a result of being the beneficiary of a trust or other distribution entity, to assert claims against Walgreens (whether derivatively or otherwise), under any legal or equitable theory, including for indemnification, contribution, or subrogation, the Settling State waives the right to assert any such claim, or to receive a distribution or any benefit on account of such claim and such claim, distribution, or benefit shall be deemed assigned to Walgreens.

E. Res Judicata. Nothing in this Agreement shall be deemed to reduce the scope of the res judicata or claim preclusive effect that the settlement memorialized in this Agreement, and/or any Consent Judgment or other judgment entered on this Agreement, gives rise to under applicable law.

F. Representation and Warranty. The signatories hereto on behalf of their respective Settling States expressly represent and warrant that they have (or have obtained, or will obtain no later than the Initial Participation Date) the authority to settle and release, to the maximum extent of the State's power, all Released Claims of (1) their respective Settling States, (2) all past and present executive departments, state agencies, divisions, boards, commissions and instrumentalities with the regulatory authority to enforce state and federal controlled substances acts, and (3) any of their respective Settling State's past and present executive departments, agencies, divisions, boards, commissions, and instrumentalities that have the authority to bring Claims related to Covered Conduct seeking money (including abatement and/or remediation) or revocation or suspension of a pharmaceutical distribution or dispensing license. For the purposes of clause (3) above, executive departments, agencies, divisions, boards, commissions, and instrumentalities are those that are under the executive authority or direct control of the State's Governor. Also for the purposes of clause (3), a release from a State's Governor as set forth in Exhibit X is sufficient to demonstrate that the appropriate releases have been obtained.

G. Effectiveness. The releases set forth in this Agreement shall not be impacted in any way by any dispute that exists, has existed, or may later exist between or among the Releasors. Nor shall such releases be impacted in any way by any current or future law, regulation, ordinance, or court or agency order limiting, seizing, or controlling the distribution or use of the Settlement Fund or any portion thereof, or by the enactment of future laws, or by any seizure of the Settlement Fund or any portion thereof.

H. Cooperation. Releasors (1) will not encourage any person or entity to bring or maintain any Released Claim against any Released Entity and (2) will reasonably cooperate with and not oppose any effort by Walgreens to secure the prompt dismissal of any and all Released Claims, including suits brought by non-Releasors based on Released Claims. Releasors will meet and confer and make reasonable efforts to resolve any action that is filed by a Subdivision against Walgreens on or after the date the Preliminary Agreement Date. This provision shall not require a State to make any monetary payment or adjustment to allocation or incur other obligation.

I. Non-Released Claims. Notwithstanding the foregoing or anything in the definition of Released Claims, this Agreement does not waive, release or limit any criminal liability, 49 workers’ compensation Claims, Claims for liability under tax law, Claims under securities law by a State Releasor as investor, Claims against parties who are not Released Entities, Claims by private individuals, and any claims arising under this Agreement for enforcement of this Agreement.

XI. Later Litigating Subdivisions
A. Released Claims against Released Entities. Subject to Section XI.B, the following shall apply in the event a Later Litigating Subdivision in a Settling State maintains a lawsuit for a Released Claim against a Released Entity after the Reference Date:

1. The Released Entity shall take ordinary and reasonable measures to defend the action, including filing a Threshold Motion with respect to the Released Claim. The Released Entity shall further notify the Settling State and Settlement Fund Administrator immediately upon notice of a Later Litigating Subdivision bringing a lawsuit for a Released Claim, and shall not oppose a Settling State's submission in support of the Threshold Motion.

2. If the lawsuit asserting a Released Claim is resolved with finality on terms requiring payment by the Released Entity, Walgreens shall receive a dollar-for-dollar offset against Incentive Payment D for the amount paid. The offset shall be applied against the relevant portion of the Annual Remediation Payments starting in Payment Year 15 and working backwards.

3. For the avoidance of doubt, any offset pursuant to this Section XI in a Settling State if it at the time is not eligible for Incentive Payment A shall continue to apply even if the Settling State at issue subsequently becomes eligible for Incentive Payment A.

4. "Terms requiring payment" shall mean (i) a final monetary judgment or (ii) a settlement; provided that the Released Entity sought the applicable State Attorney General's consent to the settlement and such consent was either obtained or unreasonably withheld. Should the judgment or settlement resolve claims that are not Released Claims, the offset shall be for the Released Claims portion only, which shall be distinguishable in the judgment or settlement.

B. Exceptions.

1. Section XI.A shall not apply where the Settling State at issue meets the eligibility criteria for and is entitled to Incentive Payment A for the Payment Year at issue, except as expressly provided therein.

2. An offset under Section XI.A.2 shall not apply where the Later Litigating Subdivision opted out of a Settlement Class Resolution in the Settling State at issue that was in full force and effect in that Settling State as of the due date of the payment for Payment Year 2 and remains in full force and effect; provided that an offset relating to that Subdivision may apply under Section XII.
50 3. Section XI.A shall not apply where the Later Litigating Subdivision seeks less than $10 million, or so long as its total claim is reduced to less than $10 million, in the lawsuit for a Released Claim at issue.

C. No Effect on Other Provisions. A suspension or offset under Section XI.A shall not affect the Injunctive Relief Terms or the Consent Judgment.

D. No Effect on Other States. A suspension or offset under Section XI.A applicable to one State shall not affect the allocation or payment of the Annual Remediation Payment to other Settling States.

XII. Other Reductions/Offsets
A. Settlement Class Resolution Opt Outs. If a Settling State is eligible for Incentive Payment A on the basis of a Settlement Class Resolution, and a Primary Subdivision that opted out of the Settlement Class Resolution maintains a lawsuit asserting a Released Claim against a Released Entity, the following shall apply. If the lawsuit asserting a Released Claim either survives a Threshold Motion or has an unresolved Threshold Motion fewer than sixty (60) calendar days prior to the scheduled start of a trial involving a Released Claim, and is resolved with finality on terms requiring payment by the Released Entity, Walgreens shall receive a dollar-for-dollar offset for the amount paid against its obligation to make remaining Incentive Payment A payments that would be apportioned to that State and to its Subdivisions. For the avoidance of doubt, an offset shall not be applicable under this subsection if it is applicable under Section XI.A with respect to the Subdivision at issue.

B. Revoked Bar, Settlement Class Resolution, or Case-Specific Resolution. If Walgreens made any Annual Remediation Payments that included any incentive payments earned as a result of the existence of a Bar, Settlement Class Resolution, or Case-Specific Resolution in a Settling State, and there is subsequently a Revocation Event with respect to that Bar, Settlement Class Resolution, or Case-Specific Resolution after the determination of the amount of such Annual Remediation Payment, the Walgreens shall receive a dollar-for-dollar offset against the portion of remaining Annual Remediation Payments that would be allocated to that State and its Participating Subdivisions. This offset will be calculated as the dollar amount difference between (1) the total amount of incentive payments paid by the Walgreens by virtue of the Bar, Settlement Class Resolution, or Case-Specific Resolution subject to the Revocation Event and (2) the total amount of incentive payments that would have been due from the Walgreens during that time had the Bar, Settlement Class Resolution, or Case-Specific Resolution subject to the Revocation Event not been in effect. The amount of incentive payments that would have been due, referenced in clause (2) above, will be calculated one hundred eighty (180) calendar days after the Revocation Event; for purposes of calculating the amount of incentive payments that would have been due, any relevant Subdivision shall be included as a Participating Subdivision if: (1) its Released Claims are extinguished by any subsequent Bar, Settlement Class Resolution, or Case-Specific Resolution in effect as of the date of such calculation, or (2) it becomes a Participating Subdivision (in addition to all other Participating Subdivisions) prior to the date of such calculation.
51 C. Certain Taxes. Amounts paid by Walgreens under an Opioid Tax in a Settling State in a Payment Year shall give rise to a dollar-for-dollar offset against Walgreens obligation to pay its share of the Annual Remediation Payment in that Payment Year that would be allocated to the taxing State or its Participating Subdivisions. If such amounts paid exceed that Walgreens allocable share of the Annual Remediation Payment allocable to the taxing State or its Participating Subdivisions in that Payment Year, the excess shall carry forward as an offset against its allocable share of remaining Annual Remediation Payments that would be allocated to the taxing State or its Participating Subdivisions. Walgreens represents that as of December 6, 2022, there is no Opioid Tax currently in effect in any Eligible State that would give rise to this offset provision.

XIII. Miscellaneous
A. Population of New York. Calculation of the population of New York State for any purpose under the Agreement shall not include the respective populations of Nassau and Suffolk Counties.

B. Population of General Purpose Governments. The population figures for General Purpose Governments shall be the published U.S. Census Bureau's population estimates for July 1, 2019, released May 2020. These population figures shall remain unchanged during the term of this Agreement.

C. Population of Special Districts. For any purpose in this Agreement in which the population of a Special District is used other than Section IV.H.4.b and Section IV.H.6.d: (a) School Districts' population will be measured by the number of students enrolled who are eligible under the Individuals with Disabilities Education Act ("IDEA") or Section 504 of the Rehabilitation Act of 1973; (b) Health Districts' and Hospital Districts' population will be measured at twenty-five percent (25%) of discharges; and (c) all other Special Districts' (including Fire Districts' and Library Districts') population will be measured at ten percent (10%) of the population served.8 For the avoidance of doubt, this means that California healthcare districts will be measured at ten percent (10%) of their membership. Walgreens and the Enforcement Committee shall meet and confer in order to agree on data sources for purposes of this Section prior to the Preliminary Agreement Date.

D. Population Associated with Sheriffs. For any purpose in this Agreement in which the population associated with a lawsuit by a sheriff is used, the population will be measured at twenty percent (20%) of the capacity of the jail(s) operated by the sheriff.

E. Most-Favored-Nation Provision – Walgreens

1. If, after the Effective Date, Walgreens enters into any settlement agreement with any Non-Settling State that resolves Claims similar in scope to the Claims released by a Settling State under this Agreement on overall payment terms that are more favorable to such Non-Settling State than the overall payment terms of the Agreement (after due 8 The estimates for counties and parishes were accessed at https://www.census.gov/data/datasets/timeseries/demo/popest/2010s-counties-total.html. The estimates for cities and towns can currently be found at https://www.census.gov/data/datasets/time-series/demo/popest/2010s-total-cities-and-towns.html. 52 consideration of relevant differences in population or other appropriate factors), then the Settling States, individually or collectively, may elect to seek review, pursuant to Section XIII.E.3, of the overall payment terms of this Agreement and the Non-Settling State agreement so that such Settling State(s) may obtain overall payment terms at least as favorable as those obtained by such Non-Settling State. “Overall payment terms” refers to consideration of all payment terms of the two agreements, taken together, including, but not limited to the amount of payments, the timing of payments, and conditions or contingencies on payments

2. For any settlement with a Non-Settling State involving Released Claims that is entered into after the Effective Date, Walgreens shall provide the Enforcement Committee with a copy of the settlement agreement or relevant consent judgment within thirty (30) calendar days of the consummation of such settlement. The Enforcement Committee will promptly distribute such copy to all Settling States.

3. In the event that one or more Settling State(s) believes that the overall payment terms of an agreement by Walgreens with a Non-Settling State are more favorable to the Non-Settling State, when compared based on the totality of the consideration set forth in Section XIII.E.1, the Settling State(s) and Walgreens shall engage in the following process:
a. Within sixty (60) calendar days of the date on which the Enforcement Committee provides a settlement agreement or consent judgment to Settling States, the Settling State(s) shall provide notice to Walgreens, of their intent to seek revision of this Agreement to provide payment terms that are, on an overall basis, as favorable as those obtained by the Non-Settling State. To the extent allowed by law, such notice shall be confidential and not disclosed publicly and shall provide, in detail, the basis for the State’s belief that it is entitled to a revision of the Agreement.
b. Walgreens shall, within thirty (30) calendar days, provide a response to the Settling State(s), explaining its position, in detail, as to whether the Settling State(s) are entitled to more favorable overall payment terms than those provided for in this Agreement.
c. In the event the Settling State(s) and Walgreens do not reach agreement as to the application of Section XIII.E.1, the Settling State(s) may petition the National Arbitration Panel to seek a ruling from the Panel as to the applicability of Section XIII.E.1, provided that the Settling State(s) may seek such review only if at least five (5) Settling States co-sign the petition. The Panel shall consider submissions and argument by the parties pursuant to the procedures set forth in Section VI.F.2.
d. The Settling State and Walgreens shall be bound by the determination of the National Arbitration Panel of the overall payment terms of this Agreement and the Non-Settling State agreement so that such Settling 53 54
State(s) may obtain, with respect to Walgreens, overall payment terms at least as favorable as those obtained by such Non-Settling State.

4. This Section XIII.E does not apply to, and there is no ability of any Settling State to seek or obtain revision of this Agreement based on, any Non-Settling State agreement with Walgreens that is entered into: (a) either the earlier of (i) after the close of expert discovery or (ii) after a date ninety (90) calendar days prior to the scheduled start date of a trial between Walgreens and the Non-Settling State or any severed or bifurcated portion thereof, provided that, where, in order to complete a settlement, a Non-Settling State and Walgreens jointly request an adjournment of the scheduled start date of a trial within ninety (90) days of that date, this exception will apply as if the trial date had not been adjourned; (b) with a Non-Settling State that previously litigated to judgment a case related to opioids against any manufacturer, distributor, or pharmacy; (c) the earlier of (i) after a Non-Settling State has obtained any court order or judicial determination that grants judgment (in whole or in part) against Walgreens in the Non-Settling State’s case, (ii) after a sanctions ruling against Walgreens in the Non-Settling State’s case against Walgreens; or (iii) after any ruling has issued in the Non-Settling State’s case against any manufacturer, distributor, or pharmacy on the issue of joint and several liability; or (d) with West Virginia or New Mexico. The National Arbitration Panel shall have no power to review agreements that satisfy any of the conditions described in this paragraph.

5. This Section XII.E does not apply to, and there is no ability of any Settling State to seek or obtain revision of this Agreement based on, any agreement between Walgreens and Non-Participating Subdivisions or Non-Participating Special Districts.

6. This Section XII.E will not apply to any agreement entered into more than eighteen (18) months after the Effective Date.

F. No Admission. Walgreens does not admit liability or wrongdoing. Neither this Agreement nor the Consent Judgments shall be considered, construed or represented to be (1) an admission, concession or evidence of liability or wrongdoing or (2) a waiver or any limitation of any defense otherwise available to the Walgreens
G. Tax Cooperation and Reporting.

1. Upon request by Walgreens, the Settling States and Participating Subdivisions agree to perform such further acts and to execute and deliver such further documents as may be reasonably necessary for Walgreens to establish the statements set forth in Section V.F to the satisfaction of their tax advisors, their independent financial auditors, the Internal Revenue Service, or any other governmental authority, including as contemplated by Treasury Regulations Section 1.162-21(b)(3)(ii) and any subsequently proposed or finalized relevant regulations or administrative guidance.

2. Without limiting the generality of Section XIII.G.1, each Settling State and Participating Subdivision shall cooperate in good faith with Walgreens with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement.
55 3. The Designated State shall designate one of its officers or employees to act as the "appropriate official" within the meaning of Treasury Regulations Section 1.6050X-1(f)(1)(ii)(B) (the "Appropriate Official"). The State shall direct and ensure that the Appropriate Official timely (a) files (i) at the time this Agreement becomes binding on the Parties, an IRS Form 1098-F in the form attached as Exhibit U with respect to Walgreens and (ii) any legally required returns or amended returns with any applicable governmental authority, or any returns requested by Walgreens, and (b) provides Walgreens a copy of (i) the IRS Form 1098-F filed with respect to Walgreens and (ii) any legally required written statement pursuant to any applicable law and any other document referred to in clause (a)(ii) above. Any such form, return, or statement shall be prepared and filed in a manner fully consistent with Section V.F.

4. The Settling States and Participating Subdivisions agree that any return, amended return, or written statement filed or provided pursuant to Section XIII.G.3, and any similar document, shall be prepared and filed in a manner consistent with reporting the Global Settlement Amount as the "Total amount to be paid" pursuant to this Agreement in Box 1 of IRS Form 1098-F and the Compensatory Restitution Amount as "Restitution/remediation amount" in Box 2 of IRS Form 1098-F, as reflected in the attached Exhibit U. If the Designated State or Appropriate Official shall be required to file any return, amended return, or written statement contemplated by this Section XIII.G other than an IRS Form 1098-F, the Designated State shall direct and ensure that the Appropriate Official provides to Walgreens a draft of such return, amended return, or written statement in respect of Walgreens no later than sixty (60) calendar days prior to the due date thereof and shall accept and reflect any reasonable comments of Walgreens on the return, amended return, or written statement in respect of Walgreens.

5. For the avoidance of doubt, neither Walgreens nor the Settling States and Participating Subdivisions make any warranty or representation to any State, Participating Subdivision, or Releasor as to the tax consequences of the payment of the Compensatory Restitution Amount (or any portion thereof).

H. No Third-Party Beneficiaries. Except as expressly provided in this Agreement, no portion of this Agreement shall provide any rights to, or be enforceable by, any person or entity that is not the Settling State or Released Entity. The State may not assign or otherwise convey any right to enforce any provision of this Agreement.

I. Calculation. Any figure or percentage referred to in this Agreement shall be carried to seven decimal places.

J. Construction. None of the Parties and no Participating Subdivision shall be considered to be the drafter of this Agreement or of any of its provisions for the purpose of any statute, case law, or rule of interpretation or construction that would or might cause any provision to be construed against the drafter of this Agreement. The headings of the provisions of this Agreement are not binding and are for reference only and do not limit, expand, or otherwise affect the contents or meaning of this Agreement.

K. Cooperation. Each Party and each Participating Subdivision agrees to use its best efforts and to cooperate with the other Parties and Participating Subdivisions to cause this Agreement and the Consent Judgments to become effective, to obtain all necessary approvals, 56 consents and authorizations, if any, and to execute all documents and to take such other action as may be appropriate in connection herewith. Consistent with the foregoing, each Party and each Participating Subdivision agrees that it will not directly or indirectly assist or encourage any challenge to this Agreement or any Consent Judgment by any other person, and will support the integrity and enforcement of the terms of this Agreement and the Consent Judgments.

L. Entire Agreement. This Agreement, including its exhibits and any other attachments, embodies the entire agreement and understanding between and among the Parties and Participating Subdivisions relating to the subject matter hereof and supersedes (1) all prior agreements and understandings relating to such subject matter, whether written or oral and (2) all purportedly contemporaneous oral agreements and understandings relating to such subject matter.

M. Execution. This Agreement may be executed in counterparts and by different signatories on separate counterparts, each of which shall be deemed an original, but all of which shall together be one and the same Agreement. One or more counterparts of this Agreement may be delivered by facsimile or electronic transmission with the intent that it or they shall constitute an original counterpart hereof. One or more counterparts of this Agreement may be signed by electronic signature.

N. Good Faith and Voluntary Entry. Each Party warrants and represents that it negotiated the terms of this Agreement in good faith. Each of the Parties and Participating Subdivisions warrants and represents that it freely and voluntarily entered into this Agreement without any degree of duress or compulsion. The Parties and Participating Subdivisions state that no promise of any kind or nature whatsoever (other than the written terms of this Agreement) was made to them to induce them to enter into this Agreement O. Legal Obligations. Nothing in this Agreement shall be construed as relieving Walgreens of the obligation to comply with all state and federal laws, regulations or rules, nor shall any of the provisions herein be deemed to be permission to engage in any acts or practices prohibited by such laws, regulations, or rules. Except with respect to the Injunctive Relief Terms, in the event of a conflict between this Agreement and any requirement or requirements of federal, state, or local laws, such that Walgreens cannot comply with this Agreement without violating such a requirement or requirements, Walgreens shall document such conflicts and notify the State Attorneys General of the relevant Settling States that it intends to comply with the requirement or requirements to the extent necessary to eliminate the conflict. With respect to the Injunctive Relief Terms, in the event of such a conflict, the procedures set forth in the Injunctive Relief Terms will be followed.

P. No Prevailing Party. The Parties and Participating Subdivisions each agree that they are not the prevailing party in this action, for purposes of any claim for fees, costs, or expenses as prevailing parties arising under common law or under the terms of any statute, because the Parties and Participating Subdivisions have reached a good faith settlement.

Q. Waive Challenge. The Parties and Participating Subdivisions each further waive any right to challenge or contest the validity of this Agreement on any ground, including, without limitation, that any term is unconstitutional or is preempted by, or in conflict with, any current or 57 future law. Nothing in the previous sentence shall modify, or be construed to conflict with, Section XIII.O.

R. Non-Admissibility. The settlement negotiations resulting in this Agreement have been undertaken by the Parties and by certain representatives of the Participating Subdivisions in good faith and for settlement purposes only, and no evidence of negotiations or discussions underlying this Agreement shall be offered or received in evidence in any action or proceeding for any purpose. This Agreement shall not be offered or received in evidence in any action or proceeding for any purpose other than in an action or proceeding arising under or relating to this Agreement.

S. Notices. All notices or other communications under this Agreement shall be in writing (including, but not limited to, electronic communications) and shall be given to the recipients indicated below:

For the Attorney(s) General:

Josh Stein, Attorney General
North Carolina Department of Justice
Attn: Daniel Mosteller, Deputy General Counsel
PO Box 629
Raleigh, NC 27602
[email protected]
Dave Yost, Attorney General
Ohio Attorney’s General Office
Attn: Jonathan Blanton, First Assistant Attorney General 30 East Broad Street
Columbus, OH 43215
[email protected]
Letitia James, Attorney General
New York State Office of the Attorney General
Attn: Jennifer Levy, First Deputy Attorney General
28 Liberty Street
New York, NY 10005
[email protected]
For the Plaintiffs' Executive Committee:

Co-leads
Jayne Conroy
Simmons Hanly Conroy LLC
112 Madison Avenue
7th Floor
58 New York, NY 10016-7416
[email protected]
Paul T. Farrell, Jr.

Farrell & Fuller, LLP
270 Munoz Rivera Ave.

Suite 201
San Juan, Puerto Rico 00918
[email protected]
Joseph F. Rice
Motley Rice LLC
28 Bridgeside Blvd.

Mount Pleasant, SC 29464
[email protected]
For Walgreens:

Harlan Levy
Foley Hoag LLP
1301 Avenue of the Americas
New York, New York 10019
[email protected]
Kristyn DeFilipp
Foley Hoag LLP
155 Seaport Boulevard
Boston, MA 02110
[email protected]
and
Wayne B. Mason
Faegre Drinker
1717 Main Street, Ste. 5400
Dallas, TX 75201-7367
[email protected]
and
Michael J. Freeman
104 Wilmot Road, MS#144Q
Deerfield, IL 60015
[email protected]
Any Party or the Plaintiffs' Executive Committee may change or add the contact information of the persons designated to receive notice on its behalf by notice given (effective upon the giving of such notice) as provided in this Section XIII.S.

T. No Waiver. The waiver of any rights conferred hereunder shall be effective only if made by written instrument executed by the waiving Party or Parties. The waiver by any Party of any breach of this Agreement shall not be deemed to be or construed as a waiver of any other breach, whether prior, subsequent, or contemporaneous, nor shall such waiver be deemed to be or construed as a waiver by any other Party.

U. Preservation of Privilege. Nothing contained in this Agreement or any Consent Judgment, and no act required to be performed pursuant to this Agreement or any Consent Judgment, is intended to constitute, cause, or effect any waiver (in whole or in part) of any attorney-client privilege, work product protection, or common interest/joint defense privilege, and each Party and Participating Subdivision agrees that it shall not make or cause to be made in any forum any assertion to the contrary.

V. Successors.

1. This Agreement shall be binding upon, and inure to the benefit of, Walgreens and its respective successors and assigns.

2. Walgreens shall not, in one (1) transaction or a series of related transactions, sell or transfer U.S. assets having a fair market value equal to twenty-five percent (25%) or more of the consolidated assets of Walgreens (other than sales or transfers of inventories, or sales or transfers to an entity owned directly or indirectly by Walgreens) where the sale or transfer is announced after the Reference Date, is not for fair consideration, and would foreseeably and unreasonably jeopardize Walgreens’ ability to make the payments under this Agreement that are due on or before the third Payment Date following the close of a sale or transfer transaction, unless Walgreens obtains the acquiror's agreement that it will be either a guarantor of or successor to the percentage of Walgreens remaining Payment Obligations under this Agreement equal to the percentage of Walgreens’ consolidated assets being sold or transferred in such transaction. Percentages under this section shall be determined in accordance with United States generally accepted accounting principles and as of the date of Walgreens most recent publicly filed consolidated balance sheet prior to the date of entry into the sale or transfer agreement at issue. This Section XIII.V shall be enforceable solely by the Settling States, and any objection under this Section XIII.V not raised within sixty (60) calendar days of the announcement of the relevant transaction is waived.

W. Modification, Amendment, Alteration. In the event the Plaintiffs’ Executive Committee, the Executive Committee of the State Attorneys General, or Walgreens concludes prior to December 21, 2022 that technical corrections are required to this Agreement, the Plaintiffs’ Executive Committee, the Executive Committee of the State Attorneys General, and Walgreens shall meet and confer and make such amendments as they agree are appropriate. After the Reference Date, any modification, amendment, or alteration of this Agreement by the Parties shall be binding only if evidenced in writing signed by Walgreens, along with the signature of at 59 least thirty-seven (37) of those then serving as Attorney General of the Settling States along with a representation from each Attorney General that either: (1) the advisory committee or similar entity established or recognized by that State (either pursuant to Section V.E.2.c, by a StateSubdivision Agreement, or by statute) voted in favor of the modification, amendment or alteration of this Agreement including at least one member appointed by the Participating Subdivisions listed on Exhibit G; or (2) in States without any advisory committee, that 50.1% (by population) of the Participating Subdivisions listed on Exhibit G expressed approval of the modification, amendment, or alteration of this Agreement in a writing.

X. Termination.

1. Unless otherwise agreed to by each of Walgreens and the State, this Agreement and all of its terms (except Section XIII.R and any other non-admissibility provisions, which shall continue in full force and effect) shall be canceled and terminated with respect to the Settling State, and the Agreement and all orders issued by the courts in the Settling State pursuant to the Agreement shall become null and void and of no effect if one or more of the following conditions applies:
a. a Consent Judgment approving this Agreement without
modification of any of the Agreement's terms has not been entered as to a Settling State by a court of competent jurisdiction on or before one hundred eighty (180) calendar days after the Effective Date;
b. this Agreement or the Consent Judgment as to that Settling State has been disapproved by a court of competent jurisdiction to which it was presented for approval and/or entry (or, in the event of an appeal from or review of a decision of such a court to approve this Agreement and the Consent Judgment, by the court hearing such appeal or conducting such review), and the time to appeal from such disapproval has expired, or, in the event of an appeal from such disapproval, the appeal has been dismissed or the disapproval has been affirmed by the court of last resort to which such appeal has been taken and such dismissal or disapproval has become no longer subject to further appeal (including, without limitation, review by the United States Supreme Court); or

2. If this Agreement is terminated with respect to a Settling State for whatever reason pursuant to Section XIII.X.1, then:
a. an applicable statute of limitation or any similar time requirement (excluding any statute of repose) shall be tolled from the date the Settling State signed this Agreement until the later of the time permitted by applicable law or for one year from the date of such termination, with the effect that Walgreens and the Settling State shall be in the same position with respect to the statute of limitation as they were at the time the Settling State filed its action; and b. Walgreens and the State shall jointly move the relevant court of competent jurisdiction for an order reinstating the actions and claims dismissed pursuant to the terms of this Agreement governing dismissal, with the effect that 60 61
Walgreens and the State shall be in the same position with respect to those actions and claims as they were at the time the action or claim was stayed or dismissed.

3. Unless Walgreens and the Enforcement Committee agree otherwise, this Agreement, with the exception of the Injunctive Relief Terms that have their own provisions on duration, shall terminate as to all Parties as of the Payment Date for Payment Year 15, provided that Walgreens’ has performed its Payment obligations under the Agreement as of that date.

Notwithstanding any other provision in this Section XIII.X.3 or in this Agreement, all releases under this Agreement will remain effective despite any termination under this Section XIII.X.3.

Y. Governing Law. Except as (1) otherwise provided in this Agreement or (2) as necessary, in the sole judgment of the National Arbitration Panel, to promote uniformity of interpretation for matters within the scope of the National Arbitration Panel’s authority, this Agreement shall be governed by and interpreted in accordance with the respective laws of the Settling State, without regard to the conflict of law rules of such Settling State, that is seeking to enforce the Agreement against Walgreens or against which Walgreens is seeking enforcement.

Notwithstanding any other provision in this subsection on governing law, any disputes relating to the Settlement Fund Escrow shall be governed by and interpreted in accordance with the law of the State where the escrow agent has its primary place of business.

Z. Bankruptcy. The following provisions shall apply if Walgreens enters Bankruptcy and (i) the Walgreens bankruptcy estate recovers, pursuant to 11 U.S.C. § 550, any payments made under this Agreement, or (ii) this Agreement is deemed executory and is rejected by Walgreens pursuant to 11 U.S.C. § 365:

1. In the event that the both a number of Settling States equal to at least seventy-five percent (75%) of the total number of Settling States and Settling States having aggregate Overall Allocation Percentages as set forth on Exhibit F equal to at least seventy-five percent (75%) of the total aggregate Overall Allocation Percentages assigned to all Settling States deem (by written notice to Walgreens) that the financial obligations of this Agreement have been terminated and rendered null and void (except as provided in Section XIII.Z.1.a) due to a material breach by Walgreens, whereupon:
a. all agreements, all concessions, all reductions of Releasing Parties' Claims, and all releases and covenants not to sue, contained in this Agreement shall immediately and automatically be deemed null and void as to Walgreens; the Settling States shall be deemed immediately and automatically restored to the same position they were in immediately prior to their entry into this Settlement Agreement in respect to Walgreens shall have the right to assert any and all claims against Walgreens in the Bankruptcy or otherwise without regard to any limits or agreements as to the amount of the settlement otherwise provided in this Agreement; provided, however, that notwithstanding the foregoing sentence, (i) all reductions of Releasing Parties' Claims, and all releases and covenants not to sue, contained in this Agreement shall remain in full force and effect as to all persons or entities other than Walgreens itself; and (ii) in the event the State asserts any Released Claim against Walgreens after the rejection and/or termination of this Agreement as described in this Section XIII.Z.1.a and receives 62 a judgment, settlement or distribution arising from such Released Claim, then the amount of any payments the State has previously received from Walgreens under this Agreement shall be applied to reduce the amount of any such judgment, settlement or distribution (provided that no credit shall be given against any such judgment, settlement or distribution for any payment that the State is required to disgorge or repay to Walgreens’ bankruptcy estate); and b. the Settling States may exercise all rights provided under the federal Bankruptcy Code (or other applicable bankruptcy or non-bankruptcy law) with respect to their Claims against Walgreens subject to all defenses and rights of the Walgreens.

AA. Waiver. Walgreens, for good and valuable consideration the receipt of which is acknowledged, hereby (a) waives, foregoes and relinquishes all rights to utilize and/or seek relief under any of the following laws of the State of Texas for the restructuring of its debts or liabilities related to Released Claims, Claims that would have been Released Claims if they had been brought by a Releasor against a Released Entity before the Effective Date, or this Agreement: Tex. Bus. Orgs. Code § 10.003 (Contents of Plan of Merger: More Than One Successor) or any other statute of Subchapter A of Chapter 10 of Tex. Bus. Orgs. Code to the extent such statute relates to multi-successor mergers (and/or any other similar laws or statutes in any other state or territory); Tex. Bus. Orgs. Code §§ 11.01–11.414 (Winding Up and Termination of Domestic Entity); or Tex. Bus. & Com. Code §§ 23.01–23.33 (Assignments for the Benefit of Creditors) (collectively, the “Texas Statutes”), and (b) agrees, warrants and represents that it will not file, request or petition for relief under the Texas Statutes related to its debts or liabilities related to Released Claims, Claims that would have been Released Claims if they had been brought by a Releasor against a Released Entity before the Effective Date, or this Agreement, in each case until such time as all of Walgreens’ payment obligations incurred hereunder are satisfied in full. The foregoing waiver and relinquishment includes, without limitation, until such time as all of Walgreens’ payment obligations incurred hereunder are satisfied in full, Walgreens’ rights to execute a divisional merger or equivalent transaction or restructuring related to its debts or liabilities related to Released Claims, Claims that would have been Released Claims if they had been brought by a Releasor against a Released Entity before the Effective Date, or this Agreement that in each case has the intent or foreseeable effect of (i) separating material assets from material liabilities and (ii) assigning or allocating all or a substantial portion of those liabilities to any subsidiary or affiliate that files for relief under chapter 11 of the Bankruptcy Code, or pursuant to which such subsidiary or affiliate that files for relief under chapter 11 of the Bankruptcy Code would be assuming or retaining all or a substantial portion of those liabilities.

FH11185097.1

EXHIBIT A
Alleged Harms
The following expert reports that were filed in connection with the case captioned In re:

National Prescription Opiate Litigation, No. 1: 17-md-2804 (N.D. Ohio) provide non-exclusive examples of Alleged Harms:

1. Expert report of G. Caleb Alexander, dated April 16, 2021.

2. Expert report of David Cutler, dated April 16, 2021; supplemental expert report of David Cutler, dated April 21, 2021; and second supplemental expert report of David Cutler, dated May 10, 2021.

3. Expert report of David Herzberg, dated April 16, 2021.

4. Expert report of Katherine M. Keyes, Ph.D., dated April 16, 2021; supplemental expert report of Katherine M. Keyes, Ph.D, dated June 2, 2021.

5. Expert report of Dr. Anna Lembke, dated April 16, 2021.

6. Expert report of Harvey Rosen, dated April 16, 2021.

7. Expert report of Nancy Young, dated April 16, 2021.

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EXHIBIT B
Enforcement Committee Organization Bylaws

ARTICLE I
These bylaws constitute the code of rules adopted by the Settling States and Participating Subdivisions for the creation of an Enforcement Committee (the “Committee”) to exist and operate during the term of the Agreement in connection with Walgreens and shall control the regulation and management of the Committee’s affairs.

ARTICLE II
Purpose
The Committee is organized for the sole purpose of evaluating and taking such action as deemed reasonable, necessary, and appropriate by the members of the Committee on the matters delegated to the Committee under that certain Settlement Agreement between the Settling States and Walgreens dated December [__], 2022.

ARTICLE III
Members of the Committee
A. Number of Members
The Committee will consist of sixteen (16) members (the “Members”). Upon majority resolution of the Committee, the number of Members may be increased or decreased from time to time, but in no event shall a decrease have the effect of decreasing the total number of Members to less than seven Members.

B. Initial Members
The Committee initially will consist of ten (10) Settling State Members and six (6) Participating Subdivision Members; three (3) of the Participating Subdivisions shall be counties and three (3) shall be municipalities. The initial Settling State Members are representatives from: Connecticut, Delaware, Illinois, Indiana, Louisiana, New York, North Carolina, Ohio, Tennessee, and Texas. The initial Participating Subdivision Members are: [●]. Until fifteen (15) months from the Effective Date contained in the Settlement Agreement, the Participating Subdivisions may designate their outside counsel to serve as their representative. After fifteen (15) months from the Effective Date, an employee or official of the Participating Subdivision must be the designated as the representative of the Participating Subdivision.

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FH11185097.1
C. Term of Members
The term of office for Members of the Committee will be until the end of the term of the Settlement Agreement unless and until a Member withdraws or resigns from the Committee.

D. Resignation
Any Member may resign at any time by delivering written notice to the Chairperson of the Committee. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice.

E. Removal
(a) Any Member may be removed without cause, at any time, by a majority of the entire Committee, at a Regular or Special Meeting called for that purpose. Any Member under consideration of removal must first be notified about the consideration by written notice at least five days prior to the meeting at which the vote takes place. (b) In the event that any Member is not a Settling State or a Participating Subdivision or the Member subsequently becomes a Later Litigating Subdivision, the Member shall be removed immediately without notice or vote of the Committee.

F. Vacancies
In the event of a vacancy, the Members of the same type (Settling State or Participating Subdivision) shall select another Settling State or Participating Subdivision to fill that Member’s position.

G. Compensation
Members shall not receive any salaries or other compensation for their services, but, by resolution of the Committee, may be reimbursed for any actual expenses incurred in the performance of their duties for the Committee, as long as a majority of disinterested Members approve the reimbursement. Any reimbursement shall be sought from the Settlement Fund Administrator.

ARTICLE IV
Conflicts of Interest and Code of Ethics
If a Member, agent, or employee of the Committee has a conflict of interest, he or she may not participate in a vote, discussion, or decision about the matter. Each Member shall follow any applicable state or local law with respect to conflicts, gifts, and ethics.

ARTICLE V
Committee Meetings
A. Place of Meetings
Meetings of the Committee will be held at any place that the Chairperson may designate, including by telephonic or electronic means.

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B. Regular Meetings
Regular meetings of the Committee shall be held as deemed necessary by the Chairperson or any three members.

C. Notice of Meetings
Written notice of the date, time, place and subject of each meeting must be provided to the Members at least 72 hours before the scheduled time of the meeting, except when there is an emergency or urgent public necessity.

D. Quorum
A majority of the incumbent Members (not counting vacancies) shall constitute a quorum for the purposes of convening a meeting or conducting business.

E. Voting and Proxy
When it is necessary to vote on any matter before the Committee, Members may vote by electronic means as provided in these Bylaws. Proxy voting is permitted. In order for a matter to pass, the matter must have a majority vote of Members present and must have at least one vote from a Settling State Member and a Participating Subdivision Member. In the event that there is a Quorum, but no Settling State or Participating Subdivision Member is present, then a matter may pass with a simple majority vote.

F. Minutes
The Committee shall prepare and keep minutes. The minutes must state the subject of each deliberation and indicate each vote, order, decision, or other action taken.

ARTICLE VI
Officers
A. Roster of Officers
The Committee shall have a Chairperson, a Vice Chairperson, and a Secretary. The Committee may have at its discretion, such other officers as may be appointed by the Members of the Committee. One person may hold two or more offices, except those serving as Chairperson.

B. Election and Removal of Officers
All officers shall serve two-year terms. The election shall be conducted at the first meeting of the fiscal year. Officers shall remain in office until their successors have been selected.

Officers may serve consecutive terms without limit. The election of officers shall be by majority vote of the Members of the Committee attending the meeting.

C. Vacancies
If a vacancy occurs during the term of office for any elected officer, the Members of the Committee shall elect a new officer to fill the remainder of the term as soon as practical, by majority vote of Members present.

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D. Chairperson
The Chairperson will supervise and control the affairs of the Committee and shall exercise such supervisory powers as may be given him/her by the Members of the Committee. The Chairperson will perform all duties incident to such office and such other duties as may be provided in these bylaws or as may be prescribed from time to time by the Committee. The Chairperson shall preside at all meetings and shall exercise parliamentary control in accordance with Robert’s Rules of Order.

E. Vice Chairperson
The Vice Chairperson shall act in place of the Chairperson in the event of the Chairperson’s absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required by the Committee. The Vice Chairperson shall serve as the parliamentarian and interpret any ambiguities of the bylaws.

F. Secretary
The Secretary will keep and maintain all records related to the Committee and take minutes of all meetings.

G. Records
All elected officers and committee chairpersons shall relinquish their records to the Chairperson immediately upon the completion of their term of office or completion of a project.

H. Resignation
An officer may resign the office while not resigning membership from the Committee, by submitting a letter to the Chairperson. Vacancies occurring in any office shall be appointed for the remainder of the term.

ARTICLE VII
Duties
A. Prior to the Effective Date
The Committee shall be responsible for any additional negotiations with Walgreens, including, but not limited to, negotiating extensions of any periods created by the Settlement Agreement, except that any additional negotiations related to the Injunctive Relief Terms (Exhibit [●]) shall be handled by the States Injunctive Relief Committee in accordance with the terms of Exhibit [●].

B. After the Effective Date
The Committee shall establish procedures for the receipt of notices that a dispute exists concerning the Agreement and review of such disputes, pursuant to Section [●] of the Agreement. Members may engage with Walgreens, Settling States, and Participating Subdivisions attempting to resolve any dispute without further action by the Committee.

The Committee may request additional information from Walgreens, Settling States, and Participating Subdivisions to the extent the Committee believes such information is necessary to understand, resolve, or provide advice related to a dispute. The Committee B -5
FH11185097.1
shall endeavor to provide advice relative to the dispute no later than 60 days after receipt of notice.

ARTICLE VIII
Rules of Procedure
The proceedings and business of the Committee shall be governed by Robert’s Rules of Order unless otherwise waived by the Committee.

ARTICLE IX
Operations
A. Records
The Committee will keep correct and complete records and will also keep minutes of the proceedings of the Committee meetings and Committees. The Committee will keep such records at its principal place of business at a place designated by the Chairperson.

All elected officers and committee chairpersons shall relinquish their records to the Chairperson, immediately upon the completion of their term of office.

B. Inspection of Books and Records
The minutes of a meeting are public records and shall be available for public inspection and copying on request to the Committee’s Chairperson or the Chairperson’s designee.

C. Amendments
The bylaws may be amended at any time by a vote of a majority of Members present and must have at least one vote from a Settling State Member and a Participating Subdivision Member. In the event that there is a Quorum, but no Settling State or Participating Subdivision Member is present, then a matter may pass with a simple majority vote.

FH11185097.1

EXHIBIT C
Litigating Subdivisions Exhibit

1. Alabaster, City of, Alabama

2. Albertville, City of, Alabama

3. Arab, City of, Alabama

4. Ashville, City of, Alabama

5. Athens, City of, Alabama

6. Attala, City of, Alabama

7. Auburn, City of, Alabama

8. Baldwin, County of, Alabama

9. Bessemer, City of, Alabama

10. Birmingham, City of, Alabama

11. Boaz, City of, Alabama

12. Brewton, City of, Alabama

13. Bridgeport, City of, Alabama

14. Brookwood, Town of, Alabama

15. Butler, Town of, Alabama

16. Calera, City of, Alabama

17. Calhoun, County of, Alabama

18. Camp Hill, Town of, Alabama

19. Centre, City of, Alabama

20. Centreville, City of, Alabama

21. Cedar Bluff, Town of, Alabama

22. Cherokee, Town of, Alabama

23. Clanton, City of, Alabama

24. Coffee, County of, Alabama

25. Columbiana, City of, Alabama

26. Cullman, City of, Alabama

27. Cullman, County of, Alabama

28. Dadeville, City of, Alabama

29. Dallas, County of, Alabama

30. Daphne, City of, Alabama

31. Decatur, City of, Alabama

32. Dora, City of, Alabama

33. Douglas, Town of, Alabama

34. East Brewton, City of, Alabama

35. Elmore, County of, Alabama

36. Enterprise, City of, Alabama

37. Etowah, County of/Etowah (Sheriff of) County of, Alabama

38. Fairhope, City of, Alabama
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39. Florence, City of, Alabama

40. Foley, City of, Alabama

41. Fort Deposit, Town of, Alabama

42. Fort Payne, City of, Alabama

43. Fultondale, City of, Alabama

44. Gadsden, City of, Alabama

45. Geraldine, Town of, Alabama

46. Grant, Town of, Alabama

47. Graysville, City of, Alabama

48. Gilbertown, Town of, Alabama

49. Gulf Shores, City of, Alabama

50. Guntersville, City of, Alabama

51. Hartselle, City of, Alabama

52. Helena, City of, Alabama

53. Henagar, City of, Alabama

54. Homewood, City of, Alabama

55. Hoover, City of, Alabama

56. Huntsville, City of, Alabama

57. Irondale, City of, Alabama

58. Jasper, City of, Alabama

59. Jackson, County of, Alabama

60. Lauderdale, County of, Alabama

61. Leesburg, City of, Alabama

62. Leighton, Town of, Alabama

63. Lincoln City of, Alabama

64. Madison, County of, Alabama

65. Marion, County of, Alabama

66. Marshall County, Alabama

67. Millbrook, City of, Alabama

68. Mobile, County of, Alabama

69. Mobile County Board of Health, Alabama

70. Moody, City of, Alabama

71. Morgan, County of, Alabama

72. Munford, Town of, Alabama

73. New Hope, City of, Alabama

74. Northport, City of, Alabama

75. Oakman, Town of, Alabama

76. Opelika, City of, Alabama

77. Orange Beach, City of, Alabama

78. Pelham, City of, Alabama

79. Phenix City, City of, Alabama

80. Pickens, County of, Alabama
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81. Piedmont, City of, Alabama

82. Pike, County of, Alabama

83. Prattville, City of, Alabama

84. Ragland, City of, Alabama

85. Rainbow City, City of, Alabama

86. Randolph, County of, Alabama

87. Red Bay, City of, Alabama

88. Roanoke, City of, Alabama

89. Robertsdale, City of, Alabama

90. Russellville, City of, Alabama

91. Saraland, City of, Alabama

92. Scottsboro, City of, Alabama

93. Selma, City of, Alabama

94. Semmes, City of, Alabama

95. Sheffield, City of, Alabama

96. Slocomb, City of, Alabama

97. Spanish Fort, City of, Alabama

98. Springville, City of, Alabama

99. Sumiton, City of, Alabama
100. Sylacauga, City of, Alabama
101. Talladega, County of, Alabama
102. Tallapoosa, County of, Alabama
103. Thomasville, City of, Alabama
104. Troy, City of, Alabama
105. Trussville, City of, Alabama
106. Tuscaloosa, City of, Alabama
107. Tuscaloosa, County of, Alabama
108. Vestavia Hills, City of, Alabama
109. Walker, County of, Alabama
110. West Blocton, Town of, Alabama
111. Wetumpka, City of, Alabama
112. Winston, County of, Alabama
113. Woodville, Town of, Alabama
114. Arizona Municipal Risk Retention Pool, Arizona
115. Cochise, County of, Arizona
116. Kingman, City of, Arizona
117. Maricopa, County of, Arizona
118. Mohave, County of, Arizona
119. Navajo, County of, Arizona
120. Phoenix, City of, Arizona
121. Pinal, County of, Arizona
122. Prescott, City of, Arizona
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123. Yuma, County of, Arizona
124. Alameda, County of, California
125. Amador, County of, California
126. Butte, County of, California
127. Calaveras, County of, California
128. Chico, City of, California
129. Chula Vista, City of, California
130. Clearlake, City of, California
131. Costa Mesa, City of, California
132. Del Norte, County of, California
133. Dublin, City of, California
134. El Dorado, County of, California
135. Eureka, City of, California
136. Fresno, County of, California
137. Fullerton, City of, California
138. Humboldt, County of, California
139. Imperial, County of, California
140. Inyo, County of, California
141. La Hambra, City of, California
142. La Mesa, City of, California
143. Laguna Beach, City of, California
144. Lakeport, City of, California
145. Lassen, County of, California
146. Los Angeles, City of, California
147. Los Angeles, County of, California
148. Madera, County of, California
149. Marin, County of, California
150. Mariposa, County of, California
151. Mendocino, County of, California
152. Merced, County of, California
153. Modoc, County of, California
154. Mono, County of, California
155. Monterey, County of, California
156. Murrieta, City of, California
157. Nevada, County of, California
158. Oxnard, City of, California
159. Placentia, City of, California
160. Placer, County of, California
161. Plumas, County of, California
162. Riverside, County of, California
163. Sacramento, City of, California
164. Sacramento, County of, California
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165. San Benito, County of, California
166. San Bernardino, County of, California
167. San Clemente, City of, California
168. San Diego, County of, California
169. San Luis Obispo, County of, California
170. San Francisco, City of, California
171. San Francisco, County of, California
172. San Jose, City of, California
173. San Mateo, County of, California
174. Santa Ana, City of, California
175. Santa Barbara, County of, California
176. Santa Cruz, County of, California
177. Santa Rosa, County of, California
178. Shasta, County of, California
179. Sonoma, County of, California
180. Sutter, County of, California
181. Tehama, County of, California
182. Trinity, County of, California
183. Tulare, County of, California
184. Tuolumne, County of, California
185. Ventura, County of, California
186. Westminster, City of, California
187. Yolo, County of, California
188. Yuba, County of, California
189. Adams, County of, Colorado
190. Alamosa, City of, Colorado
191. Alamosa, County of, Colorado
192. Arapahoe, County of, Colorado
193. Aurora, County of, Colorado
194. Black Haw, City of, Colorado
195. Boulder, County of, Colorado
196. Brighton, City of, Colorado
197. Broomfield, City of, Colorado
198. Broomfield, County of, Colorado
199. Chaffe, County of, Colorado
200. Commerce City, City of, Colorado
201. Conejos, County of, Colorado
202. Denver, City of, Colorado
203. Denver, County of, Colorado
204. Federal Heights, City of, Colorado
205. Fremont, County of, Colorado
206. Greeley, City of, Colorado
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207. Hudson, Town of, Colorado
208. Jefferson, County of, Colorado
209. Lakewood, City of, Colorado
210. Larimer, County of, Colorado
211. Las Animas, County of, Colorado
212. Mesa, County of, Colorado
213. Northglenn, City of, Colorado
214. Otero, County of, Colorado
215. Pueblo, County of, Colorado
216. Sheridan, City of, Colorado
217. Thornton, City of, Colorado
218. Teller, County of, Colorado
219. Tri-County Health Department, Colorado
220. Westminster, City of, Colorado
221. Wheat Ridge, City of, Colorado
222. Enfield, Town of, Connecticut
223. Middletown, City of, Connecticut
224. Monroe, Town of, Connecitcut
225. Norwich, City of, Connecticut
226. Waterbury, City of, Connecticut
227. Wethersfield, Town of, Connecticut
228. Windham, Town of, Connecticut
229. Dover, City of, Delaware
230. Kent, County of, Delaware
231. Seaford, City of, Delaware
232. Sussex, County of, Delaware
233. Albany, City of, Georgia
234. Appling, County of, Georgia
235. Athens-Clarke, County of, Georgia
236. Atlanta, City of, Georgia
237. Augusta, City of, Georgia
238. Bainbridge, City of, Georgia
239. Baldwin, County of/Baldwin, (Sheriff of) County of, Georgia 240. Banks, County of, Georgia
241. Bartow, County of, Georgia
242. Bibb, County of/Bibb, (Sheriff of) County of, Georgia 243. Brantley, County of, Georgia
244. Buloch, County of, Georgia
245. Burke, County of, Georgia
246. Butts, County of, Georgia
247. Camden, County of, Georgia
248. Candler, County of, Georgia
FH11185097.1
249. Candler County Hospital Authority, Georgia
250. Carroll, County of, Georgia
251. Catoosa, County of, Georgia
252. Charlton, County of, Georgia
253. Cherokee, County of, Georgia
254. Clay, County of, Georgia
255. Clayton, County of, Georgia
256. Clinch, County of, Georgia
257. Clinch County Hospital Authority, Georgia
258. Cobb, County of, Georgia
259. Columbia, County of, Georgia
260. Columbus, City of, Georgia
261. Cook, County of, Georgia
262. Crisp, County of/Crisp, (Sheriff of) County of, Georgia 263. Dade, County of, Georgia
264. Dawson, County of, Georgia
265. Decatur, County of, Georgia
266. Dekalb, County of, Georgia
267. Dooly, County of, Georgia
268. Dougherty, County of, Georgia
269. Early, County of, Georgia
270. Effingham, County of, Georgia
271. Elbert, County of, Georgia
272. Emanuel, County of, Georgia
273. Evans, County of, Georgia
274. Fayette, County of, Georgia
275. Forsyth, County of, Georgia
276. Fulton, County of, Georgia
277. Gainesville, City of, Georgia
278. Glascock, County of, Georgia
279. Glynn, County of/Glynn, (Sheriff of) County of, Georgia 280. Grady, County of, Georgia
281. Greene, County of, Georgia
282. Gwinnett, County of, Georgia
283. Habersham, County of, Georgia
284. Hall, County of, Georgia
285. Hancock, County of, Georgia
286. Henry, County of, Georgia
287. Houston, County of/Houston (Sheriff of) County of, Georgia 288. Irwin, County of, Georgia
289. Jackson, County of, Georgia
290. Jasper, County of, Georgia
FH11185097.1
291. Jefferson, County of, Georgia
292. Johnson, County of, Georgia
293. Jones, County of/Jones, (Sheriff of) County of, Georgia 294. Laurens, County of, Georgia
295. Lee, County of, Georgia
296. Liberty, County of, Georgia
297. Lincoln, County of, Georgia
298. Long, County of, Georgia
299. Lowndes, County of, Georgia
300. Lumpkin, County of, Georgia
301. Macon Bibb, County of, Georgia
302. Madison, County of, Georgia
303. McDuffie, County of, Georgia
304. McIntosh, County of, Georgia
305. Milledgeville, City of, Georgia
306. Montgomery, County of, Georgia
307. Murray, County of, Murray, (Sheriff of) County of, Georgia 308. Newton, County of, Georgia
309. Oconee, County of, Georgia
310. Oglethorpe, County of, Georgia
311. Pike, County of, Georgia
312. Polk, County of, Georgia
313. Pulaski, County of, Georgia
314. Rabun, County of, Georgia
315. Randolph, County of, Georgia
316. Rockdale, County of, Georgia
317. Rome, City of, Georgia
318. Sandy Springs, City of, Georgia
319. Savannah, City of, Georgia
320. Screven, County of, Georgia
321. Seminole, County of, Georgia
322. Spalding, County of, Georgia
323. Springfield, County of, Georgia
324. Stephens, County of, Georgia
325. Sumter, County of, Georgia
326. Taliaferro, County of, Georgia
327. Tattnall, County of, Georgia
328. Tift, County of/Tift, (Sheriff of) County of, Georgia 329. Tifton, City of, Georgia
330. Toombs, County of, Georgia
331. Towns, County of, Georgia
332. Troup, County of, Georgia
FH11185097.1
333. Twiggs, County of, Georgia
334. Union, County of, Georgia
335. Walton, County of, Georgia
336. Ware, County of/Ware, (Sheriff of) County of, Georgia 337. Warren, County of, Georgia
338. Washington, County of, Georgia
339. Wayne, County of/Wayne, (Sheriff of) County of, Georgia 340. Wilkes, County of, Georgia
341. Worth, County of, Georgia
342. Kauai, County of, Hawaii
343. Adams, County of, Idaho
344. Blaine, County of, Idaho
345. Bingham, County of, Idaho
346. Boise, County of, Idaho
347. Bonneville, County of, Idaho
348. Camas, County of, Idaho
349. Canyon, County of, Idaho
350. Caribou, County of, Idaho
351. Cassia, County of, Idaho
352. Elmore, County of, Idaho
353. Gooding, County of, Idaho
354. Latah, County of, Idaho
355. Minidoka, County of, Idaho
356. Owyhee, County of, Idaho
357. Payette, County of, Idaho
358. Board of Education of Thornton Township High Schools, District 20, Illinois 359. Boone, County of, Illinois
360. Calhoun, County of, Illinois
361. Christian, County of, Illinois
362. Coles, County of, Illinois
363. Effingham, County of, Illinois
364. Franklin, County of, Illinois
365. Herrin, City of, Illinois
366. Jefferson, County of, Illinois
367. Johnson, County of, Illinois
368. Lee, County of, Illinois
369. Livingston, County of, Illinois
370. Marion, City of, Illinois
371. Marion, County of, Illinois
372. Massac, County of, Illinois
373. Metropolis, City of, Illinois
374. Rockford, City of, Illinois
FH11185097.1
375. Saline, County of, Illinois
376. Schuyler, County of, Illinois
377. Union, County of, Illinois
378. West Frankfort, City of, Illinois
379. Winnebago, County of, Illinois
380. Sangamon, County of, Illinois
381. Alexandria, City of, Indiana
382. Allen, County of, Indiana
383. Atlanta, Town of, Indiana
384. Beech Grove, City of, Indiana
385. Benton, County of, Indiana
386. Brownstown, Town of, Indiana
387. Chandler, Town of, Indiana
388. Danville, Town of, Indiana
389. Delaware, County of, Indiana
390. Elwood, City of, Indiana
391. Evansville, City of, Indiana
392. Fishers, City of, Indiana
393. Franklin, City of, Indiana
394. Franklin, County of, Indiana
395. Fort Wayne, City of, Indiana
396. Gary, City of, Indiana
397. Greenwood, City of, Indiana
398. Hammond, City of, Indiana
399. Harrison, County of, Indiana
400. Howard, County of, Indiana
401. Huntington, City of, Indiana
402. Indianapolis, City of, Indiana
403. Jackson, County of, Indiana
404. Jasper, City of, Indiana
405. Jeffersonville, City of, Indiana
406. Jennings, County of, Indiana
407. Lafayette, City of, Indiana
408. Lake, County of, Indiana
409. LaPorte, County of, Indiana
410. Lawrence, City of, Indiana
411. Lawrence, County of, Indiana
412. Logansport, City of, Indiana
413. Madison, County of, Indiana
414. Marshall, County of, Indiana
415. Martinsville, City of, Indiana
416. Mooresville, Town of, Indiana
FH11185097.1
417. Morgan, County of, Indiana
418. Muncie, City of, Indiana
419. New Albany, City of, Indiana
420. New Castle, City of, Indiana
421. Noblesville, City of, Indiana
422. Pendleton, Town of, Indiana
423. Peru, City of, Indiana
424. Plainfield, Town of, Indiana
425. Porter, County of, Indiana
426. Portland, City of, Indiana
427. Richmond, City of, Indiana
428. Ripley, County of, Indiana
429. St. Clair, County of, Indiana
430. St. Joseph, County of, Indiana
431. Sheridan, Town of, Indiana
432. South Bend, City of, Indiana
433. Starke, County of, Indiana
434. Terre Haute, City of, Indiana
435. Tippecanoe, County of, Indiana
436. Upland, Town of, Indiana
437. Vanderburgh, County of, Indiana
438. Vigo, County of, Indiana
439. West Lafayette, City of, Indiana
440. Westfield, City of, Indiana
441. Adair, County of, Iowa
442. Adams, County of, Iowa
443. Allamakee, County of, Iowa
444. Appanoose, County of, Iowa
445. Audubon, County of, Iowa
446. Benton, County of, Iowa
447. Black Hawk, County of, Iowa
448. Bremer, County of, Iowa
449. Buchanan, County of, Iowa
450. Buena Vista, County of, Iowa
451. Calhoun, County of, Iowa
452. Carroll, County of, Iowa
453. Cedar, County of, Iowa
454. Clay, County of, Iowa
455. Clayton, County of, Iowa
456. Clinton, County of, Iowa
457. Dallas, County of, Iowa
458. Delaware, County of, Iowa
FH11185097.1
459. Des Moines, County of, Iowa
460. Fayette, County of, Iowa
461. Hamilton, County of, Iowa
462. Hardin, County of, Iowa
463. Harrison, County of, Iowa
464. Howard, County of, Iowa
465. Humboldt, County of, Iowa
466. Jasper, County of, Iowa
467. Johnson, County of, Iowa
468. Lee, County of, Iowa
469. Lyon, County of, Iowa
470. Mahaska, County of, Iowa
471. Marion, County of, Iowa
472. Mitchell, County of, Iowa
473. Monroe, County of, Iowa
474. Montgomery, County of, Iowa
475. O’Brien, County of, Iowa
476. Plymouth, County of, Iowa
477. Polk, County of, Iowa
478. Pottawattamie, County of, Iowa
479. Sac, County of, Iowa
480. Scott, County of, Iowa
481. Shelby, County of, Iowa
482. Sioux, County of, Iowa
483. Tam, County of, Iowa
484. Taylor, County of, Iowa
485. Union, County of, Iowa
486. Winneshiek, County of, Iowa
487. Worth, County of, Iowa
488. Bourbon, County of, Kansas
489. Cherokee, County of, Kansas
490. Cowley, County of, Kansas
491. Finney, County of, Kansas
492. Ford, County of, Kansas
493. Harvey, County of, Kansas
494. Johnson, County of, Kansas
495. Leavenworth, County of, Kansas
496. Montgomery, County of, Kansas
497. Overland Park, City of, Kansas
498. Reno, County of, Kansas
499. Sedgwick, County of, Kansas
500. Seward, County of, Kansas
FH11185097.1
501. Wichita, City of, Kansas
502. Wyandotte, County of, Kansas
503. Bell, County of, Kentucky
504. Bellefonte, City of, Kentucky
505. Benham, City of, Kentucky
506. Boone, County of, Kentucky
507. Boyd, County of, Kentucky
508. Buckhorn, City of, Kentucky
509. Vullitt, County of, Kentucky
510. Campbell, County of, Kentucky
511. Christian, County of, Kentucky
512. Clark, County of, Kentucky
513. Covington, City of, Kentucky
514. Edmonson, County of, Kentucky
515. Estill, County of, Kentucky
516. Estill County Emergency Medical Services, Kentucky 517. Florence, City of, Kentucky
518. Franklin, County of, Kentucky
519. Grayson, City of, Kentucky
520. Greenup, City of, Kentucky
521. Harlan, City of, Kentucky
522. Henderson, City of, Kentucky
523. Henderson, County of, Kentucky
524. Hopkins, County of, Kentucky
525. Hyden, City of, Kentucky
526. Jenkins, City of, Kentucky
527. Jessamine, County of, Kentucky
528. Kenton, County of, Kentucky
529. Kentucky River District Health Department, Kentucky 530. Knott, County of, Kentucky
531. Knox, County of, Kentucky
532. Lawrence, County of, Kentucky
533. Lexington-Fayette, County of, Kentucky
534. Louisville/Jefferson, County of, Kentucky
535. London, City of, Kentucky
536. Loyall, City of, Kentucky
537. Lynch, City of, Kentucky
538. Madison, County of, Kentucky
539. Manchester, City of, Kentucky
540. Morehead, City of, Kentucky
541. Oldham, County of, Kentucky
542. Owsley, County of, Kentucky
FH11185097.1
543. Pike, County of, Kentucky
544. Pineville, City of, Kentucky
545. Pippa Passes, City of, Kentucky
546. Pulaski, County of, Kentucky
547. Russell, City of, Kentucky
548. Scott, County of, Kentucky
549. Shelby, County of, Kentucky
550. South Shore, City of, Kentucky
551. Vanceburg, City of, Kentucky
552. Warren, County of, Kentucky
553. Whitesburg, City of, Kentucky
554. Whitley, County of, Kentucky
555. Winchester, City of, Kentucky
556. Worthington, City of, Kentucky
557. Acadia-St. Landry Hospital Service District, Louisiana 558. Alexandria, City of, Louisiana
559. Allen, Parish of, Louisiana
560. Ascension, Parish of/Ascension (Sheriff of) Parish of, Louisiana 561. Ascension Parish School Board, Louisiana
562. Assumption, Parish of/Assumption (Sheriff of) Parish of, Louisiana 563. Avoyelles, Parish of/Avoyelles, (Sheriff of) Parish of, Louisiana 564. Baldwin, Town of, Louisiana
565. Bastrop, City of, Louisiana
566. Baton Rouge, City of, Louisiana
567. Bearegard, Parish of, Louisiana
568. Benton Fire Protection District No. 4, Louisiana
569. Berwick, Town of, Louisiana
570. Bogalusa, City of, Louisiana
571. Bossier, City of, Louisiana
572. Bossier, Parish of, Louisiana
573. Caddo, Parish of, Louisiana
574. Caddo Fire Protection District No. 1, Louisiana
575. Calcasieu, Parish of, Louisiana
576. Delhi, Town of, Louisiana
577. Desoto Fire Protection District No. 8, Louisiana
578. Donaldsonville, City of, Louisiana
579. East Baton Rouge, Parish of/East Baton Rouge (Sheriff of) Parish of, Louisiana 580. East Carroll, Parish of/East Carroll, (Sheriff of) Parish of, Louisiana 581. Eunice, City of, Louisiana
582. Evangeline, Parish of/Evangeline, (Sheriff of) Parish of, Louisiana 583. Ferriday, Town of, Louisiana
584. Franklin, City of, Louisiana
FH11185097.1
585. Gramercy, Town of, Louisiana
586. Grant, Parish of/Grant, (Sheriff of) Parish of, Louisiana 587. Iberia, Parish of/Iberia, (Sheriff of) Parish of, Louisiana 588. Iberia Parish School Board, Louisiana
589. Jefferson, Parish of, Louisiana
590. Jefferson Davis, Parish of/ Jefferson Davis, (Sheriff of) Parish of, Louisiana 591. Jefferson Parish Hospital Service District No. 1, Louisiana 592. Jefferson Parish Hospital Service District No. 2, Louisiana 593. Kenner, City of, Louisiana
594. Lafayette, Parish of/Lafayette, (Sheriff of) Parish of, Louisiana 595. Lafourche, Parish of, Louisiana
596. Lafourche Parish School Board, Louisiana
597. Lake Charles, City of, Louisiana
598. Lake Providence, Town of, Louisiana
599. Lutcher, Town of, Louisiana
600. Madisonville, Town of, Louisiana
601. Mandeville, City of, Louisiana
602. Monroe, City of, Louisiana
603. Morehouse, Parish of/Morehouse, (Sheriff of) Parish of, Louisiana 604. Natchitoches, City of, Louisiana
605. New Iberia, City of, Louisiana
606. New Orleans, City of, Louisiana
607. North Caddo Hospital Service District, Louisiana
608. Opelousas, City of, Louisiana
609. Orleans, Parish of, Louisiana
610. Ouchita, Parish of/Ouchita, (Sheriff of) Parish of, Louisiana 611. Patterson, City of Louisiana
612. Pearl River, Town of, Louisiana
613. Pineville, City of, Louisiana
614. Rapides, Parish of/Rapides, (Sheriff of) Parish of, Louisiana 615. Red River, Parish of, Louisiana
616. Red River Fire Protection District, Louisiana
617. Richland, Parish of/Richland, (Sheriff of) Parish of, Louisiana 618. Richwood, Town of, Louisiana
619. Sabine, Parish of/Sabine, (Sheriff of) Parish of, Louisiana 620. St. Bernard, Parish of/St. Bernard (Sheriff of) Parish of, Louisiana 621. St. Bernard Parish School Board, Louisiana
622. St. Charles, Parish of/St. Charles (Sheriff of) Parish of, Louisiana 623. St. James, Parish of, Louisiana
624. St. James Parish School Board, Louisiana
625. St. John the Baptist, Parish of, Louisiana
626. St. Martin, Parish of, Louisiana
FH11185097.1
627. St. Martinville, City of, Louisana
628. St. Mary, Parish of/St. Mary (Sheriff of) Parish of, Louisiana 629. St. Mary Parish School Board, Louisiana
630. St. Landry, Parish of/St. Landry, (Sheriff of) Parish of, Louisiana 631. St. Tammany, Parish of/St. Tammany (Sheriff of) Parish of, Louisiana 632. St. Tammany Fire Protection District No. 1, Louisiana 633. St. Tammany Fire Protection District No. 2, Louisiana 634. St. Tammany Fire Protection District No. 3, Louisiana 635. St. Tammany Fire Protection District No. 4, Louisiana 636. St. Tammany Fire Protection District No. 5, Louisiana 637. St. Tammany Fire Protection District No. 12, Louisiana 638. St. Tammany Fire Protection District No. 13, Louisiana 639.
640. St. Tammany Parish Coroner’s Office
641. Slidell, City of, Louisiana
642. Vermillion, Parish of, Louisiana
643. Vernon, Parish of/Vernon, (Sheriff of) Parish of, Louisiana 644. Washington, Parish of/Washington (Sheriff of) Parish of, Louisiana 645. Webster, Parish of, Louisiana
646. West Ascension Parish Hospital Service District, Louisiana 647. West Baton Rouge, Parish of, Louisiana
648. West Baton Rouge Fire Protection District No. 1, Louisiana 649. West Carroll, Parish of/West Carroll, (Sheriff of) Parish of, Louisiana 650. West Monroe, City of, Louisiana
651. Winn, Parish of, Louisiana
652. Androscoggin, County of, Maine
653. Aroostook, County of, Maine
654. Auburn, City of, Maine
655. August, City of, Maine
656. Bangor, City of, Maine
657. Biddeford, City of, Maine
658. Calais, City of, Maine
659. Cumberland, County of, Maine
660. Kennebec, County of, Maine
661. Knox, County of, Maine
662. Lewiston, City of, Maine
663. Lincoln, County of, Maine
664. Penobscot, County of, Maine
665. Portland, City of, Maine
666. Rockland, City of, Maine
667. Saco, City of, Maine
668. Sagadahoc, County of, Maine
FH11185097.1
669. Sanford, City of, Maine
670. Somerset, County of, Maine
671. Waldo, County of, Maine
672. Washington, County of, Maine
673. Waterville, City of, Maine
674. York, County of, Maine
675. Anne Arundel, County of, Maryland
676. Aberdeen, City of, Maryland
677. Baltimore, City of, Maryland
678. Bel Air, City of, Maryland
679. Berlin, City of, Maryland
680. Calvert, County of, Maryland
681. Cambridge, City of, Maryland
682. Cecil, County of, Maryland
683. Charles, County of, Maryland
684. Charlestown, City of, Maryland
685. Dorchester, County of, Maryland
686. Grantsville, City of, Maryland
687. Hagerstown, City of, Maryland
688. Harford, County of, Maryland
689. Havre de Grace, City of, Maryland
690. Howard, County of, Maryland
691. Laurel, City of, Maryland
692. Mountain Lake Park, City of, Maryland
693. North East, City of, Maryland
694. Oakland, City of, Maryland
695. Perryville, City of, Maryland
696. Prince George’s, County of, Maryland
697. Seat Pleasant, City of, Maryland
698. Somerset, County of, Maryland
699. St. Mary’s, County of, Maryland
700. Vienna, City of, Maryland
701. Washington, County of, Maryland
702. Wicomico, County of, Maryland
703. Acushnet, Town of, Massachusetts
704. Agawam, Town of, Massachusetts
705. Amesbury, City of, Massachusetts
706. Andover, Town of, Massachusetts
707. Aquinnah, Town of, Massachusetts
708. Athol, Town of, Massachusetts
709. Auburn, Town of, Massachusetts
710. Ayer, Town of, Massachusetts
FH11185097.1
711. Barnstable, Town of, Massachusetts
712. Belchertown, Town of, Massachusetts
713. Beverly, City of, Massachusetts
714. Billerica, Town of, Massachusetts
715. Boston, City of, Massachusetts
716. Boston Public Health Commission, Massachusetts
717. Boston Housing Authority, Massachusetts
718. Braintree, Town of, Massachusetts
719. Brewster, Town of, Massachusetts
720. Bridgewater, Town of, Massachusetts
721. Brockton, City of, Massachusetts
722. Brookline, Town of, Massachusetts
723. Cambridge, City of, Massachusetts
724. Canton, Town of, Massachusetts
725. Carver, Town of, Massachusetts
726. Charlton, Town of, Massachusetts
727. Chelmsford, Town of, Massachusetts
728. Chelsea, City of, Massachusetts
729. Chicopee, City of, Massachusetts
730. Clarksburg, Town of, Massachusetts
731. Clinton, Town of, Massachusetts
732. Danvers, Town of, Massachusetts
733. Dedham, Town of, Massachusetts
734. Dennis, Town of, Massachusetts
735. Douglas, Town of, Massachusetts
736. Dudley, Town of, Massachusetts
737. East Bridgewater, Town of, Massachusetts
738. Eastham, Town of, Massachusetts
739. Easthampton, City of, Massachusetts
740. Easton, Town of, Massachusetts
741. Everett, City of, Massachusetts
742. Fairhaven, Town of, Massachusetts
743. Fall River, City of, Massachusetts
744. Falmouth, Town of, Massachusetts
745. Fitchburg, City of, Massachusetts
746. Framingham, City of, Massachusetts
747. Freetown, Town of, Massachusetts
748. Georgetown, Town of, Massachusetts
749. Gloucester, City of, Massachusetts
750. Grafton, Town of, Massachusetts
751. Greenfield, City of, Massachusetts
752. Hanson, Town of, Massachusetts
FH11185097.1
753. Haverhill, City of, Massachusetts
754. Holliston, Town of, Massachusetts
755. Holyoke, City of, Massachusetts
756. Hopedale, Town of, Massachusetts
757. Hull, Town of, Massachusetts
758. Kingston, Town of, Massachusetts
759. Lakeville, Town of, MassachusettsLeicester, Town of, Massachusetts 760. Leominster, City of, Massachusetts
761. Leverett, Town of, Massachusetts
762. Longmeadow, Town of, Massachusetts
763. Lowell, City of, Massachusetts
764. Ludlow, Town of, Massachusetts
765. Lunenberg, Town of, Massachusetts
766. Lynnfield, City of, Massachusetts
767. Lynn, City of, Massachusetts
768. Malden, City of, Massachusetts
769. Marblehead, Town of, Massachusetts
770. Marshfield, Town of, Massachusetts
771. Mashpee, Town of, Massachusetts
772. Mattapoisett, Town of, Massachusetts
773. Medford, City of, Massachusetts
774. Melrose, City of, Massachusetts
775. Methuen, City of, Massachusetts
776. Middleborough, Town of, Massachusetts
777. Milford, Town of, Massachusetts
778. Millbury, Town of, Massachusetts
779. Millis, Town of, Massachusetts
780. Natick, Town of, Massachusetts
781. New Bedford, City of, Massachusetts
782. Newburyport, City of, Massachusetts
783. North Andover, Town of, Massachusetts
784. North Attleborough, Town of, Massachusetts
785. North Reading, Town of, Massachusetts
786. Northampton, City of, Massachusetts
787. Northbridge, Town of, Massachusetts
788. Norton, Town of, Massachusetts
789. Norwell, Town of, Massachusetts
790. Norwood, Town of, Massachusetts
791. Orange, Town of, Massachusetts
792. Oxford, Town of, Massachusetts
793. Palmer, Town of, Massachusetts
794. Peabody, City of, Massachusetts
FH11185097.1
795. Pembroke, Town of, Massachusetts
796. Plainville, Town of, Massachusetts
797. Plymouth, Town of, Massachusetts
798. Provincetown, Town of, Massachusetts
799. Quincy, City of, Massachusetts
800. Randolph, Town of, Massachusetts
801. Rehoboth, Town of, Massachusetts
802. Revere, City of, Massachusetts
803. Rockland, Town of, Massachusetts
804. Salem, City of, Massachusetts
805. Salisbury, Town of, Massachusetts
806. Sandwich, Town of, Massachusetts
807. Scituate, Town of, Massachusetts
808. Seekonk, Town of, Massachusetts
809. Sheffield, Town of, Massachusetts
810. Shirley, Town of, Massachusetts
811. Somerset, Town of, Massachusetts
812. Somerville, City of, Massachusetts
813. South Hadley, Town of, Massachusetts
814. Southbridge, Town of, Massachusetts
815. Spencer, Town of, Massachusetts
816. Springfield, City of, Massachusetts
817. Stoneham, Town of, Massachusetts
818. Stoughton, Town of, Massachusetts
819. Sturbridge, Town of, Massachusetts
820. Sudbury, Town of, Massachusetts
821. Sutton, Town of, Massachusetts
822. Swampscott, Town of, Massachusetts
823. Templeton, Town of, Massachusetts
824. Tewksbury, Town of, Massachusetts
825. Truro, Town of, Massachusetts
826. Tyngsborough, Town of, Massachusetts
827. Upton, Town of, Massachusetts
828. Wakefield, Town of, Massachusetts
829. Walpole, Town of, Massachusetts
830. Ware, Town of, Massachusetts
831. Warren, Town of, Massachusetts
832. Watertown, Town of, Massachusetts
833. Wellfleet, Town of, Massachusetts
834. West Boylston, Town of, Massachusetts
835. West Bridgewater, Town of, Massachusetts
836. West Springfield, Town of, Massachusetts
FH11185097.1
837. Westborough, Town of, Massachusetts
838. Westford, Town of, Massachusetts
839. Weymouth, Town of, Massachusetts
840. Williamsburg, Town of, Massachusetts
841. Wilmington, Town of, Massachusetts
842. Winchendon, Town of, Massachusetts
843. Winthrop, Town of, Massachusetts
844. Woburn, City of, Massachusetts
845. Worcester, City of, Massachusetts
846. Alcona, County of, Michigan
847. Alger, County of, Michigan
848. Alpena, County of, Michigan
849. Antrim, County of, Michigan
850. Arenac, County of, Michigan
851. Baraga, County of, Michigan
852. Bay, County of, Michigan
853. Benzie, County of, Michigan
854. Berrien, County of, Michigan
855. Branch, County of, Michigan
856. Calhoun, County of, Michigan
857. Canton, Charter Township of, Michigan
858. Cass, County of, Michigan
859. Charlevoix, County of, Michigan
860. Chippewa, County of, Michigan
861. Clinton, Charter Township of, Michigan
862. County of, Michigan
863. Crawford, County of, Michigan
864. Delta, County of, Michigan
865. Detroit, City of, Michigan
866. Dickinson, County of, Michigan
867. East Lansing, City of, Michigan
868. Eaton, County of, Michigan
869. Escanaba, City of, Michigan
870. Genesee, County of, Michigan
871. Grand Rapids, City of, Michigan
872. Grand Traverse, County of, Michigan
873. Gratiot, County of, Michigan
874. Hillsdale, County of, Michigan
875. Houghton, County of, Michigan
876. Huron, Charter Township of, Michigan
877. Ingham, County of, Michigan
878. Ionia, County of, Michigan
FH11185097.1
879. Iosco, County of, Michigan
880. Iron, County of, Michigan
881. Iron Mountain, City of, Michigan
882. Isabella County of, Michigan
883. Jackson, City of, Michigan
884. Kalamazoo, County of, Michigan
885. Kent, County of, Michigan
886. Lake, County of, Michigan
887. Lansing, City of, Michigan
888. Leelanau, County of, Michigan
889. Lenawee, County of, Michigan
890. Livingston, County of, Michigan
891. Livonia, City of, Michigan
892. Luce, County of, Michigan
893. Macomb, County of, Michigan
894. Manistee, County of, Michigan
895. Marquette, County of, Michigan
896. Mason, County of, Michigan
897. Monroe, County of, Michigan
898. Montcalm, County of, Michigan
899. Montmorency, County of, Michigan
900. Muskegon, County of, Michigan
901. Newaygo, County of, Michigan
902. Northville, Charter Township of, Michigan
903. Oakland, County of, Michigan
904. Oceana, County of, Michigan
905. Ogemaw, County of, Michigan
906. Ontonogon, County of, Michigan
907. Osceola, County of, Michigan
908. Otsego, County of, Michigan
909. Pittsfield, Charter Township of, Michigan
910. Pontiac, City of, Michigan
911. Presque Isle, County of, Michigan
912. Romulus, City of, Michigan
913. Roscommon, County of, Michigan
914. Saginaw, County of, Michigan
915. St. Clair, County of, Michigan
916. Sanilac, County of, Michigan
917. Sault Ste. Marie, City of, Michigan
918. Shiawasee, County of, Michigan
919. Traverse City, City of, Michigan
920. Tuscola, County of, Michigan
FH11185097.1
921. Van Buren, Charter Township of, Michigan
922. Washtenaw, County of, Michigan
923. Wayne, City of, Michigan
924. Wayne, County of, Michigan
925. Westland, County of, Michigan
926. Wexford, County of, Michigan
927. Anoka, County of, Minnesota
928. Dakota, County of, Minnesota
929. Douglas, County of, Minnesota
930. Hennepin, County of, Minnesota
931. McLeod, County of, Minnesota
932. Minneapolis, City of, Minnesota
933. Morrison, County of, Minnesota
934. Mower, County of, Minnesota
935. Ramsey, County of, Minnesota
936. St. Paul, City of, Minnesota
937. Sibley, County of, Minnesota
938. Washington, County of, Minnesota
939. Winona, County of, Minnesota
940. Adams, County of, Mississippi
941. Amite, County of, Mississippi
942. Amory, City of, Mississippi
943. Arcola, Town of, Mississippi
944. Bolivar, County of, Mississippi
945. Brookhaven, City of, Mississippi
946. Clarksdale, City of, Mississippi
947. Columbia, City of, Mississippi
948. Covington, County of, Mississippi
949. Desoto, County of, Mississippi
950. Forrest, County of, Mississippi
951. Greenwood, City of, Mississippi
952. Grenada, City of, Mississippi
953. Grenada, County of, Mississippi
954. Gulfport, City of, Mississippi
955. Harrison, County of, Mississippi
956. Hattiesburg, City of, Mississippi
957. Hinds, County of, Mississippi
958. Holly Springs, City of, Mississippi
959. Indianola, City of, Mississippi
960. Issaquena, County of, Mississippi
961. Jackson, City of, Mississippi
962. Jonestown, City of, Mississippi
FH11185097.1
963. Lafayette, County of, Mississippi
964. Laurel, City of, Mississippi
965. Leflore, County of, Mississippi
966. Lincoln, County of, Mississippi
967. Long Beach, City of, Mississippi
968. Luka, City of, Mississippi
969. Lumberton, City of, Mississippi
970. Madison, County of, Mississippi
971. Marion, County of, Mississippi
972. Meridian, City of, Mississippi
973. Monroe, County of, Mississippi
974. Mound Bayou, City of, Mississippi
975. Neshoba, County of, Mississippi
976. New Albany, City of, Mississippi
977. Pascagoula, City of, Mississippi
978. Pearl River, County of, Mississippi
979. Philadelphia, City of, Mississippi
980. Scott, County of, Mississippi
981. Shelby, County of, Mississippi
982. Stone, County of, Mississippi
983. Summit, Town of, Mississippi
984. Union, County of, Mississippi
985. Washington, County of, Mississippi
986. Audrain, County of, Missouri
987. Boone, County of, Missouri
988. Buchanan, County of, Missouri
989. Butler, County of, Missouri
990. Callaway, County of, Missouri
991. Camden, County of, Missouri
992. Cape Girardeau, County of, Missouri
993. Cass, County of, Missouri
994. Charlton, County of, Missouri
995. Christian, County of, Missouri
996. Cole, County of, Missouri
997. Douglas, County of, Missouri
998. Franklin, County of, Missouri
999. Gasconade, County of, Missouri
1000. Greene, County of, Missouri
1001. Harrisonville, City of, Missouri
1002. Howell, County of, Missouri
1003. Independence, City of, Missouri
1004. Iron, County of, Missouri
FH11185097.1
1005. Jackson, County of, Missouri
1006. Jasper, County of, Missouri
1007. Jefferson, County of, Missouri
1008. Johnson, County of, Missouri
1009. Joplin, City of, Missouri
1010. Kansas City, City of, Missouri
1011. Knox, County of, Missouri
1012. Lewis, County of, Missouri
1013. Lincoln, County of, Missouri
1014. Livingston, County of, Missouri
1015. Madison, County of, Missouri
1016. Maries, County of, Missouri
1017. Miller, County of, Missouri
1018. Moniteau, County of, Missouri
1019. Montgomery, County of, Missouri
1020. Nodaway, County of, Missouri
1021. Osage, County of, Missouri
1022. Ozark, County of, Missouri
1023. Pemiscot, County of, Missouri
1024. Perry, County of, Missouri
1025. Pettis, County of, Missouri
1026. Phelps, County of, Missouri
1027. Pulaski, County of, Missouri
1028. Randolph, County of, Missouri
1029. Reynolds, County of, Missouri
1030. Ripley, County of, Missouri
1031. St. Charles, County of, Missouri
1032. St. Francois, County of, Missouri
1033. Ste. Genevieve, County of, Missouri
1034. St. Joseph, City of, Missouri
1035. St. Louis, County of, Missouri
1036. Schuyler, County of, Missouri
1037. Scott, County of, Missouri
1038. Sedalia, City of, Missouri
1039. Shannon, County of, Missouri
1040. Shelby, County of, Missouri
1041. Stone, County of, Missouri
1042. Taney, County of, Missouri
1043. Texas, County of, Missouri
1044. Warren, County of, Missouri
1045. Washington, County of, Missouri
1046. Webster, County of, Missouri
FH11185097.1
1047. Wright, County of, Missouri
1048. Anaconda-Deer Lodge, County of, Montana
1049. Cascade, County of, Montana
1050. Gallatin, County of, Montana
1051. Great Falls, City of, Montana
1052. Lake, County of, Montana
1053. Missoula, City of, Montana
1054. Missoula, County of, Montana
1055. Douglas, County of, Nebraska
1056. Knox, County of, Nebraska
1057. Lincoln, County of, Nebraska
1058. Sarpy, County of, Nebraska
1059. South Sioux City, City of, Nebraska
1060. Carson City, City of, Nevada
1061. Churchill, County of, Nevada
1062. Clark, County of, Nevada
1063. Douglas, County of, Nevada
1064. Esmeralda, County of, Nevada
1065.
1066. Henderson, City of, Nevada
1067. Las Vegas, City of, Nevada
1068. North Las Vegas, City of, Nevada
1069. Nye, County of, Nevada
1070. Sparks, City of, Nevada
1071. Washoe, County of, Nevada
1072. West Wendover, City of, Nevada
1073. Belknap, County of, New Hampshire
1074. Belmont, City of, New Hampshire
1075. Berlin, City of, New Hampshire
1076. Carroll, County of, New Hampshire
1077. Cheshire, County of, New Hampshire
1078. Claremont, City of, New Hampshire
1079. Concord, City of, New Hampshire
1080. Coos, County of, New Hampshire
1081. Derry, Town of, New Hampshire
1082. Franklin, City of, New Hampshire
1083. Grafton, County of, New Hampshire
1084. Hillsborough, County of, New Hampshire
1085. Laconia, City of, New Hampshire
1086. Londonderry, Town of, New Hampshire
1087. Manchester, City of, New Hampshire
1088. Merrimack, County of, New Hampshire
FH11185097.1
1089. Nashua, City of, New Hampshire
1090. Rochester, City of, New Hampshire
1091. Rockingham, County of, New Hampshire
1092. Strafford, County of, New Hampshire
1093. Sullivan, County of, New Hampshire
1094. Atlantic, County of, New Jersey
1095. Barnegat, Township of, New Jersey
1096. Bayonne, City of, New Jersey
1097. Bergen, County of, New Jersey
1098. Brick, Township of, New Jersey
1099. Burlington, County of, New Jersey
1100. Camden, County of, New Jersey
1101. Clifton, City of, New Jersey
1102. Clinton, Town of, New Jersey
1103. Elizabeth, City of, New Jersey
1104. Essex, County of, New Jersey
1105. Hudson, County of, New Jersey
1106. Hunterdon, County of, New Jersey
1107. Jersey City, City of, New Jersey
1108. Newark, City of, New Jersey
1109. Ocean, County of, New Jersey
1110. Paramus, Borough of, New Jersey
1111. Passaic, County of, New Jersey
1112. Paterson, City of, New Jersey
1113. Ridgefield, Borough of, New Jersey
1114. Saddle Brook, Township of, New Jersey
1115. Sussex, County of, New Jersey
1116. Trenton, City of, New Jersey
1117.
1118. Hunterdon, County of, New Jersey
1119. Vineland, City of, New Jersey
1120. Alamogordo, City of, New Mexico
1121. Albuquerque, City of, New Mexico
1122. Bernalillo, County of, New Mexico
1123. Catron, County of, New Mexico
1124. Cibola, County of, New Mexico
1125. Colfax, County of, New Mexico
1126. Curry, County of, New Mexico
1127. Dona Ana, County of, New Mexico
1128. Eddy, County of, New Mexico
1129. Espanola, City of, New Mexico
1130. Grant, County of, New Mexico
FH11185097.1
1131. Hidalgo, County of, New Mexico
1132. Hobbs, City of, New Mexico
1133. Las Cruces, City of, New Mexico
1134. Lea, County of, New Mexico
1135. Lincoln, County of, New Mexico
1136. Luna, County of, New Mexico
1137. McKinley, County of, New Mexico
1138. Mora, County of, New Mexico
1139. Otero, County of, New Mexico
1140. Rio Arriba, County of, New Mexico
1141. Roosevelt, County of, New Mexico
1142. San Juan, County of, New Mexico
1143. San Miguel, County of, New Mexico
1144. Sandoval, County of, New Mexico
1145. Santa Fe, City of, New Mexico
1146. Santa Fe, County of, New Mexico
1147. Sierra, County of, New Mexico
1148. Socorro, County of, New Mexico
1149. Taos, County of, New Mexico
1150. Torrance, County of, New Mexico
1151. Union, County of, New Mexico
1152. Valencia, County of, New Mexico
1153. Albany, City of, New York
1154. Albany, County of, New York
1155. Alleghany, County of, New York
1156. Amityville, Village of, New York
1157. Amsterdam, City of, New York
1158. Auburn, City of, New York
1159. Babylon, Town of, New York
1160. Babylon, Incorporated Village of, New York
1161. Bellmore fire District, New York
1162. Bellport, Village of, New York
1163. Branch, Village of, New York
1164. Brookhaven, Town of, New York
1165. Broome, County of, New York
1166. Buffalo, City of, New York
1167. Centereach Fire District, New York
1168. Centerport Fire District, New York
1169. Clarkstown, Town of, New York
1170. Clinton, County of, New York
1171. Columbia, County of, New York
1172. Dutchess, County of, New York
FH11185097.1
1173. East Hampton, Village of, New York
1174. East Rockaway, Incorporated Village of, New York
1175. Erie, County of, New York
1176. Farmingdale, Incorporated Village of, New York
1177. Floral Park, Incorporated Village of, New York
1178. Franklin, County of, New York
1179. Friendship Engine & Hose Company, New York
1180. Fulton, County of, New York
1181. Garden City, Incorporated Village of, New York
1182. Genesee, County of, New York
1183. Geneva, City of, New York
1184. Great Neck, Village of, New York
1185. Greene, County of, New York
1186. Greenport, Village of, New York
1187. Hamilton, County of, New York
1188. Hauppauge Fire District, New York
1189. Hempstead, Incorporated Village of, New York
1190. Herkimer, County of, New York
1191. Herkimer, Village of, New York
1192. Huntington, Town of, New York
1193. Ithaca, City of, New York
1194. Islandia, Incorporated Village of, New York
1195. Islip, Town of, New York
1196. Islip Terrace Fire District, New York
1197. Jefferson, County of, New York
1198. Kingston, City of, New York
1199. Lackawanna, City of, New York
1200. Lake Grove, Incorporated Village of, New York
1201. Lawrence, Incorporated Village of, New York
1202. Levittown Fire District, New York
1203. Lewis, County of, New York
1204. Lindenhurst, Incorporated Village of, New York
1205. Lloyd Harbor, Incorporated Village of, New York
1206. Long Beach, City of, New York
1207. Lynbrook, Incorporated Village of, New York
1208. Massapequa Park, Incorporated Village of, New York 1209. Medford Volunteer Ambulance, New York
1210. Melville Fire District, New York
1211. Mill Neck, Incorporated Village of, New York
1212. Miller Place Fire District, New York
1213. Monroe, County of, New York
1214. Montgomery, County of, New York
FH11185097.1
1215. Mount Sinai Fire District, New York
1216. Nesconset Fire District, New York
1217. New Hyde Park, Incorporated Village of, New York
1218. New York, City of, New York
1219. Niagara, County of, New York
1220. Nissequogue, Incorporated Village of, New York
1221. North Hempstead, Town of, New York
1222. North Merrick Fire District, new York
1223. North Patchogue Fire District, New York
1224. Northport, Incorporated Village of, New York
1225. Ogdensburg, City of, New York
1226. Old Westbury, Incorporated Village of, New York
1227. Oneida, County of, New York
1228. Onondaga, County of, New York
1229. Ontario, County of, New York
1230. Orange, County of, New York
1231. Orangetown, Town of, New York
1232. Oswego, County of, New York
1233. Oyster Bay, Town of, New York
1234. Patchogue, Incorporated Village of, New York
1235. Plattsburgh, City of, New York
1236. Poquott, Incorporated Village of, New York
1237. Port Washington, Incorporated Village of, New York 1238. Port Washington Water District, New York
1239. Poughkeepsie, City of, New York
1240. Poughkeepsie, Town of, New York
1241. Ramapo, Town of, New York
1242. Rensselaer, County of, New York
1243. Ridge Fire District, New York
1244. Riverhead, Town of, New York
1245. Rochester, City of, New York
1246. Rockland, County of, New York
1247. Rosalyn Water District, New York
1248. Rome, City of, New York
1249. St. James Fire District, New York
1250. St. Lawrence, County of, New York
1251. Saratoga, County of, New York
1252. Saratoga Springs, City of, New York
1253. Schenectady, City of, New York
1254. Schenectady, County of, New York
1255. Schoharie, County of, New York
1256. Schuyler, County of, New York
FH11185097.1
1257. Seneca, County of, New York
1258. Smithtown, Town of, New York
1259. Smithtown Fire District, New York
1260. South Farmingdale Fire District, New York
1261. Southampton, Town of, New York
1262. Southold, Town of, New York
1263. Steuben, County of, New York
1264. Stewart Manor, Village of, New York
1265. Stony Brook Fire District, New York
1266. Stony Point, Town of, New York
1267. Suffern, Village of, New York
1268. Sullivan, County of, New York
1269. Syracuse, City of, New York
1270. Tompkins, County of, New York
1271. Troy, City of, New York
1272. Uniondale Fire District, New York
1273. Utica, City of, New York
1274. Valley Stream, Incorporated Village of, New York
1275. Washington, County of, New York
1276. West Hampton Dunes, Incorporated Village of, New York 1277. West Haverstraw, Village of, New York
1278. Westbury, Incorporated Village of, New York
1279. Westchester, County of, New York
1280. Wyoming, County of, New York
1281. Yonkers, City of, New York
1282. Alamance, County of, North Carolina
1283. Alleghany, County of, North Carolina
1284. Beaufort, County of, North Carolina
1285. Brunswick, County of, North Carolina
1286. Buncombe, County of, North Carolina
1287. Burke, County of, North Carolina
1288. Caldwell, County of, North Carolina
1289. Cabarrus, County of, North Carolina
1290. Camden, County of, North Carolina
1291. Carteret, County of, North Carolina
1292. Catawba, County of, North Carolina
1293. Cherokee, County of, North Carolina
1294. Cleveland, County of, North Carolina
1295. Columbus, County of, North Carolina
1296. Craven, County of, North Carolina
1297. Cumberland, County of, North Carolina
1298. Dare, County of, North Carolina
FH11185097.1
1299. Davidson, County of, North Carolina
1300. Davie, County of, North Carolina
1301. Duplin, County of, North Carolina
1302. Durham, County of, North Carolina
1303. Fayetteville, City of, North Carolina
1304. Forsyth, County of, North Carolina
1305. Franklin, County of, North Carolina
1306. Gaston, County of, North Carolina
1307. Granville, County of, North Carolina
1308. Greene, County of, North Carolina
1309. Greensboro, City of, North Carolina
1310. Guilford, County of, North Carolina
1311. Halifax, County of, North Carolina
1312. Haywood, County of, North Carolina
1313. Henderson, City of, North Carolina
1314. Hickory, City of, North Carolina
1315. Iredell, County of, North Carolina
1316. Jacksonville, City of, North Carolina
1317. Lee, County of, North Carolina
1318. Lenoir, County of, North Carolina
1319. Lincoln, County of, North Carolina
1320. Mecklenburg, County of, North Carolina
1321. Moore, County of, North Carolina
1322. New Hanover, County of, North Carolina
1323. Onslow, County of, North Carolina
1324. Orange, County of, North Carolina
1325. Pasquotank, County of, North Carolina
1326. Pitt, County of, North Carolina
1327. Randolph, County of, North Carolina
1328. Richmond, County of, North Carolina
1329. Robeson, County of, North Carolina
1330. Rockingham, County of, North Carolina
1331. Rowan, County of, North Carolina
1332. Sampson, County of, North Carolina
1333. Scotland, County of, North Carolina
1334. Surry, County of, North Carolina
1335. Vance, County of, North Carolina
1336. Warren, County of, North Carolina
1337. Washington, County of, North Carolina
1338. Watauga, County of, North Carolina
1339. Wayne, County of, North Carolina
1340. Wilkes, County of, North Carolina
FH11185097.1
1341. Wilmington, City of, North Carolina
1342. Winston-Salem, City of, North Carolina
1343. Barnes, County of, North Dakota
1344. Benson, County of, North Dakota
1345. Bismarck, City of, North Dakota
1346. Burleigh, County of, North Dakota
1347. Devils Lake, City of, North Dakota
1348. Dickey, County of, North Dakota
1349. Dunn, County of, North Dakota
1350. Eddy, County of, North Dakota
1351. Foster, County of, North Dakota
1352. Grand Forks, County of, North Dakota
1353. LaMoure, County of, North Dakota
1354. Lisbon, City of, North Dakota
1355. McKenzie, County of, North Dakota
1356. McLean, County of, North Dakota
1357. Mercer, County of, North Dakota
1358. Mountrial, County of, North Dakota
1359. Pembina, County of, North Dakota
1360. Pierce, County of, North Dakota
1361. Ramsey, County of, North Dakota
1362. Ransom, County of, North Dakota
1363. Richland, County of, North Dakota
1364. Rolette, County of, North Dakota
1365. Sargent, County of, North Dakota
1366. Stark, County of, North Dakota
1367. Towner, County of, North Dakota
1368. Walsh, County of, North Dakota
1369. Ward, County of, North Dakota
1370. Wells, County of, North Dakota
1371. Williams, County of, North Dakota
1372. Ashtabula, County of, Ohio
1373. Aurora, City of, Ohio
1374. Barberton, City of, Ohio
1375. Boston Heights, Village of, Ohio
1376. Broadview Heights, City of, Ohio
1377. Brooklyn Heights, Village of, Ohio
1378. Cincinnati, City of, Ohio
1379. Clermont, County of, Ohio
1380. Cleveland, City of, Ohio
1381. Clinton, Village of, Ohio
1382. Columbiana, County of, Ohio
FH11185097.1
1383. Copley, Township of, Ohio
1384. Coshocton, County of, Ohio
1385. Coventry, Township of, Ohio
1386. Cuyahoga, County of, Ohio
1387. Cuyahoga Falls, City of, Ohio
1388. Darke, County of, Ohio
1389. Dayton, City of, Ohio
1390. Delaware, County of, Ohio
1391. East Cleveland, City of, Ohio
1392. Elyria, City of, Ohio
1393. Euclid, City of, Ohio
1394. Fairfield, City of, Ohio
1395. Fairfield, County of, Ohio
1396. Fairlawn, City of, Ohio
1397. Fayette, County of, Ohio
1398. Findlay, City of, Ohio
1399. Franklin, County of, Ohio
1400. Fulton, County of, Ohio
1401. Garfield Heights, City of, Ohio
1402. Geauga, County of, Ohio
1403. Green, City of, Ohio
1404. Hamilton, City of, Ohio
1405. Hancock, County of, Ohio
1406. Huron, City of, Ohio
1407. Huron, County of, Ohio
1408. Jackson, County of, Ohio
1409. Kent, City of, Ohio
1410. Lake, County of, Ohio
1411. Lakeore, Village of, Ohio
1412. Lebanon, City of, Ohio
1413. Lexington, Village of, Ohio
1414. Licking, County of, Ohio
1415. Lima, City of, Ohio
1416. Logan, County of, Ohio
1417. Lorain, City of, Ohio
1418. Lorain, County of, Ohio
1419. Lucas, County of, Ohio
1420. Lucas County Children’s Services, Ohio
1421. Lyndhurst, City of, Ohio
1422. Macedonia, City of, Ohio
1423. Marion, County of, Ohio
1424. Mayfield Heights, City of, Ohio
FH11185097.1
1425. Meigs, County of, Ohio
1426. Mental Health and Recovery Services Board of Lucas County, Ohio 1427. Middletown, City of, Ohio
1428. Mogadore, Village of, Ohio
1429. Montgomery, County of, Ohio
1430. Munroe Falls, City of, Ohio
1431. Muskingum, County of, Ohio
1432. New Franklin, City of, Ohio
1433. Newburgh Heights, Village of, Ohio
1434. Noble, County of, Ohio
1435. North Olmsted, City of, Ohio
1436. North Ridgeville, City of, Ohio
1437. North Royalton, City of, Ohio
1438. Norton, City of, Ohio
1439. Olmsted Falls, City of, Ohio
1440. Painesville, Township of, Ohio
1441. Parma, City of, Ohio
1442. Parma Heights, City of, Ohio
1443. Peninsula, Village of, Ohio
1444. Portage, County of, Ohio
1445. Ravenna, City of, Ohio
1446. Richfield, Village of, Ohio
1447. Richland County Children’s Services, Ohio
1448. Ross, County of, Ohio
1449. Sandusky, County of, Ohio
1450. Seven Hills, City of, Ohio
1451. Silver Lake, Village of, Ohio
1452. Springfield, Township of, Ohio
1453. Stark, County of, Ohio
1454. Stow, City of, Ohio
1455. Strongsville, City of, Ohio
1456. Summit, County of, Ohio
1457. Summit County Combined General Health District, Ohio 1458. Tallmadge, City of, Ohio
1459. Toledo, City of, Ohio
1460. Trumbull, County of, Ohio
1461. Valley Fire District, Ohio
1462. Warren, City of, Ohio
1463. Warrensville Heights, City of, Ohio
1464. Washington, County of, Ohio
1465. Wickliffe, City of, Ohio
1466. Williams, County of, Ohio
FH11185097.1
1467. Altus, City of, Oklahoma
1468. Atoka, County of, Oklahoma
1469. Beckham, County of, Oklahoma
1470. Bethany, City of, Oklahoma
1471. Broken Arrow, City of, Oklahoma
1472. Caddo, County of, Oklahoma
1473. Choctaw, County of, Oklahoma
1474. Cimarron, County of, Oklahoma
1475. Cleveland, County of, Oklahoma
1476. Coal, County of, Oklahoma
1477. Collinsville, City of, Oklahoma
1478. Comanche, County of, Oklahoma
1479. Craig, County of, Oklahoma
1480. Creek, County of, Oklahoma
1481. Custer, County of, Oklahoma
1482. Delaware, County of, Oklahoma
1483. Dewey, County of, Oklahoma
1484. Edmond, City of, Oklahoma
1485. El Reno, City of, Oklahoma
1486. Elk City, City of, Oklahoma
1487. Enid, City of, Oklahoma
1488. Garvin, County of, Oklahoma
1489. Grady, County of, Oklahoma
1490. Greer, County of, Oklahoma
1491. Guthrie, City of, Oklahoma
1492. Harper, County of, Oklahoma
1493. Haskell, County of, Oklahoma
1494. Hughes, County of, Oklahoma
1495. Jackson, County of, Oklahoma
1496. Jefferson, County of, Oklahoma
1497. Jenks, City of, Oklahoma
1498. Johnston, County of, Oklahoma
1499. Kay, County of, Oklahoma
1500. Kiowa, County of, Oklahoma
1501. Latimer, County of, Oklahoma
1502. Lawton, City of, Oklahoma
1503. LeFlore, County of, Oklahoma
1504. Lincoln, County of, Oklahoma
1505. Logan, County of, Oklahoma
1506. Love, County of, Oklahoma
1507. Major, County of, Oklahoma
1508. Mayes, County of, Oklahoma
FH11185097.1
1509. McClain, County of, Oklahoma
1510. McCurtain, County of, Oklahoma
1511. Midwest City, City of, Oklahoma
1512. Muskogee, City of, Oklahoma
1513. Muskogee, County of, Oklahoma
1514. Noble, County of, Oklahoma
1515. Nowata, County of, Oklahoma
1516. Okfuskee, County of, Oklahoma
1517. Oklahoma, County of, Oklahoma
1518. Oklahoma City, City of, Oklahoma
1519. Okmulgee, County of, Oklahoma
1520. Osage, County of, Oklahoma
1521. Ottawa, County of, Oklahoma
1522. Owasso, City of, Oklahoma
1523. Pawnee, County of, Oklahoma
1524. Payne, County of, Oklahoma
1525. Pittsburg, County of, Oklahoma
1526. Ponca City, City of, Oklahoma
1527. Pottawatomie, County of, Oklahoma
1528. Rogers, County of, Oklahoma
1529. Shawnee, City of, Oklahoma
1530. Stephens, County of, Oklahoma
1531. Stillwater, City of, Oklahoma
1532. Texas, County of, Oklahoma
1533. Tulsa, City of, Oklahoma
1534. Washington, County of, Oklahoma
1535. Woods, County of, Oklahoma
1536. Woodward, County of, Oklahoma
1537. Yukon, City of, Oklahoma
1538. Clackamas, County of, Oregon
1539. Coos, County of, Oregon
1540. Multnomah, County of, Oregon
1541. Portland, City of, Oregon
1542. Adams, County of, Pennsylvania
1543. Allegheny, County of, Pennsylvania
1544. Beaver, County of, Pennsylvania
1545. Bensalem, Township of, Pennsylvania
1546. Bristol, Township of, Pennsylvania
1547. Bucks, County of, Pennsylvania
1548. Cambria, County of, Pennsylvania
1549. Carbon, County of, Pennsylvania
1550. Chester, County of, Pennsylvania
FH11185097.1
1551. Clinton, County of, Pennsylvania
1552. Coatesville, City of, Pennsylvania
1553. Dauphin, County of, Pennsylvania
1554. Delaware, County of, Pennsylvania
1555. Edwardsville, Borough of, Pennsylvania
1556. Exeter, Borough of, Pennsylvania
1557. Fairview, Township of, Pennsylvania,
1558. Fayette, County of, Pennsylvania
1559. Forty Fort, Borough of, Pennsylvania
1560. Greene, County of, Pennsylvania
1561. Hanover, Township of, Pennsylvania
1562. Hazleton, City of, Pennsylvania
1563. Huntington, County of, Pennsylvania
1564. Kingston, Borough of, Pennsylvania
1565. Lackawanna, County of, Pennsylvania
1566. Lawrence, County of, Pennsylvania
1567. Lock Haven, City of, Pennsylvania
1568. Lower Makefield, Township of, Pennsylvania
1569. Lower Southampton, Township of, Pennsylvania
1570. Luzerne, County of, Pennsylvania
1571. Mercer, County of, Pennsylvania
1572. Middletown, Township of, Pennsylvania
1573. Morrisville, Borough of, Pennsylvania
1574. Nanticoke, City of, Pennsylvania
1575. Newtown, Township of, Pennsylvania
1576. Norristown, Municipality of, Pennsylvania
1577. Philadelphia, City of, Pennsylvania
1578. Plains, Township of, Pennsylvania
1579. Pike, County of, Pennsylvania
1580. Pittsburgh, City of, Pennsylvania
1581. Sugar Notch, Borough of, Pennsylvania
1582. Tioga, County of, Pennsylvania
1583. Warminster, Township of, Pennsylvania
1584. Warrington, Township of, Pennsylvania
1585. West Norristown, Township of, Pennsylvania
1586. West Pittston, Borough of, Pennsylvania
1587. Wilkes-Barre, City of, Pennsylvania
1588. Wilkes-Barre, Township of, Pennsylvania
1589. Wright, Township of, Pennsylvania
1590. Wyoming, Borough of, Pennsylvania
1591. Aguada, Municipality of, Puerto Rico
1592. Aguadilla, Municipality of, Puerto Rico
FH11185097.1
1593. Aibonito, Municipality of, Puerto Rico
1594. Anasco, Municipality of, Puerto Rico
1595. Arecibo, Municipality of, Puerto Rico
1596. Barranquitas, Municipality of, Puerto Rico
1597. Cabo Rojo, Municipality of, Puerto Rico
1598. Camuy, Municipality of, Puerto Rico
1599. Canovanas, Municipality of, Puerto Rico
1600. Comerio, Municipality of, Puerto Rico
1601. Dorado, Municipality of, Puerto Rico
1602. Fajardo, Municipality of, Puerto Rico
1603. Gaunica, Municipality of, Puerto Rico
1604. Guayanilla, Municipality of, Puerto Rico
1605. Huatillo, Municipality of, Puerto Rico
1606. Huatillo, Municipality of, Puerto Rico
1607. Harmigueros, Municipality of, Puerto Rico
1608. Isabela, Municipality of, Puerto Rico
1609. Jayuya, Municipality of, Puerto Rico
1610. Juana Diaz, Municipality of, Puerto Rico
1611. Juncos, Municipality of, Puerto Rico
1612. Loiza, Municipality of, Puerto Rico
1613. Rio Grande, Municipality of, Puerto Rico
1614. Sabana Grande, Municipality of, Puerto Rico
1615. San Juan, Municipality of, Puerto Rico
1616. Vega Alta, Municipality of, Puerto Rico
1617. Yabucoa, Municipality of, Puerto Rico
1618. Barrington, Town of, Rhode Island
1619. Bristol, Town of, Rhode Island
1620. Burrillville, Town of, Rhode Island
1621. Central Falls, City of, Rhode Island
1622. Charlestown, Town of, Rhode Island
1623. Coventry, Town of, Rhode Island
1624. Cranston, City of, Rhode Island
1625. Cumberland, Town of, Rhode Island
1626. East Greenwich, Town of, Rhode Island
1627. East Providence, City of, Rhode Island
1628. Foster, Town of, Rhode Island
1629. Glocester, Town of, Rhode Island
1630. Hopkinton, Town of, Rhode Island
1631. Jamestown, Town of, Rhode Island
1632. Johnston, Town of, Rhode Island
1633. Middletown, Town of, Rhode Island
1634. Narragansett, Town of, Rhode Island
FH11185097.1
1635. Newport, City of, Rhode Island
1636. North Kingstown, Town of, Rhode Island
1637. North Providence, Town of, Rhode Island
1638. Pawtucket, City of, Rhode Island
1639. Portsmouth, Town of, Rhode Island
1640. Providence, City of, Rhode Island
1641. Richmond, Town of, Rhode Island
1642. Scituate, Town of, Rhode Island
1643. Smithfield, Town of, Rhode Island
1644. South Kingstown, Town of, Rhode Island
1645. Warren, Town of, Rhode Island
1646. Warwick, City of, Rhode Island
1647. West Greenwich, Town of, Rhode Island
1648. West Warwick, Town of, Rhode Island
1649. Westerly, Town of, Rhode Island
1650. Abbeville, County of, South Carolina
1651. Aiken, County of, South Carolina
1652. Allendale, County of, South Carolina
1653. Anderson, County of, South Carolina
1654. Bamberg, County of, South Carolina
1655. Barnwell, County of, South Carolina
1656. Beaufort, County of, South Carolina
1657. Berkeley, County of, South Carolina
1658. Calhoun, County of, South Carolina
1659. Charleston, City of, South Carolina
1660. Charleston, County of, South Carolina
1661. Cherokee, County of, South Carolina
1662. Chester, City of, South Carolina
1663. Chester, County of, South Carolina
1664. Chesterfield, County of, South Carolina
1665. Clarendon, County of, South Carolina
1666. Colleton, County of, South Carolina
1667. Dillon, County of, South Carolina
1668. Dorchester, County of, South Carolina
1669. Edgefield, County of, South Carolina
1670. Fairfield, County of, South Carolina
1671. Florence, County of, South Carolina
1672. Georgetown, City of, South Carolina
1673. Georgetown, County of, South Carolina
1674. Greenville, County of, South Carolina
1675. Greenwood, County of, South Carolina
1676. Hampton, County of, South Carolina
FH11185097.1
1677. Horry, County of, South Carolina
1678. Jasper, County of, South Carolina
1679. Kershaw, County of, South Carolina
1680. Lancaster, County of, South Carolina
1681. Laurens, County of, South Carolina
1682. Lee, County of, South Carolina
1683. Lexington, County of, South Carolina
1684. Marion, County of, South Carolina
1685. Marlboro, County of, South Carolina
1686. McCormick, County of, South Carolina
1687. Medical University Hospital Authority, South Carolina 1688. Mount Pleasant, Town of, South Carolina
1689. Newberry, County of, South Carolina
1690. North Charleston, City of, South Carolina
1691. Oconee, County of, South Carolina
1692. Orangeburg, City of, South Carolina
1693. Orangeburg, County of, South Carolina
1694. Pickens, County of, South Carolina
1695. Richland, County of, South Carolina
1696. Saluda, County of, South Carolina
1697. Spartanburg, County of, South Carolina
1698. Summervile, Town of, South Carolina
1699. Sumter, County of, South Carolina
1700. Union, County of, South Carolina
1701. Williamsburg, County of, South Carolina
1702. York, County of, South Carolina
1703. Pennington, County of, South Dakota
1704. Anderson, County of, Tennessee
1705. Arlington, Town of, Tennessee
1706. Bedford, County of, Tennessee
1707. Bledsoe, County of, Tennessee
1708. Blount, County of, Tennessee
1709. Bradley, County of, Tennessee
1710. Campbell, County of, Tennessee
1711. Centerville, Township of, Tennessee
1712. Claiborne, County of, Tennessee
1713. Clarksville, City of, Tennessee
1714. Cocke, County of, Tennessee
1715. Fentress, County of, Tennessee
1716. Franklin, County of, Tennessee
1717. Gatlinburg, City of, Tennessee
1718. Grainger, County of, Tennessee
FH11185097.1
1719. Greene, County of, Tennessee
1720. Grundy, County of, Tennessee
1721. Hamilton, County of, Tennessee
1722. Hawkins, County of, Tennessee
1723. Haywood, County of, Tennessee
1724. Henderson, County of, Tennessee
1725. Knox, County of, Tennessee
1726. Knoxville, City of, Tennessee
1727. Lexington, County of, Tennessee
1728. Loudon, County of, Tennessee
1729. Madison, County of, Tennessee
1730. Marion, County of, Tennessee
1731. McMinn, County of, Tennessee
1732. Meigs, County of, Tennessee
1733. Memphis, City of, Tennessee
1734. Millington, City of, Tennessee
1735. Monroe, County of, Tennessee
1736. Montgomery, County of, Tennessee
1737. Nashville and Davidson, County of, Tennessee
1738. Overton, County of, Tennessee
1739. Polk, County of, Tennessee
1740. Rhea, County of, Tennessee
1741. Roane, County of, Tennessee
1742. Rutherford, County of, Tennessee
1743. Rutledge, Town of, Tennessee
1744. Scott, County of, Tennessee
1745. Sequatchie, County of, Tennessee
1746. Sevier, County of, Tennessee
1747. Union, County of, Tennessee
1748. Washington, County of, Tennessee
1749. Williamson, County of, Tennessee
1750. Angelina, County of, Texas
1751. Bailey, County of, Texas
1752. Bexar, County of, Texas
1753. Bowie, County of, Texas
1754. Brazos, County of, Texas
1755. Clay, County of, Texas
1756. Coryell, County of, Texas
1757. Dallas, County of, Texas
1758. Dallas County Hospital District, Texas
1759. Duval, County of, Texas
1760. Eagle Pass, City of, Texas
FH11185097.1
1761. Ellis, County of, Texas
1762. Freestone, County of, Texas
1763. Henderson, County of, Texas
1764. Harris County Hospital District, Texas
1765. Jim Hogg, County of, Texas
1766. Jim Wells, County of, Texas
1767. Johnson, County of, Texas
1768. Kaufman, County of, Texas
1769. Kendall, County of, Texas
1770. Kleberg, County of, Texas
1771. Lamar, County of, Texas
1772. Laredo, City of, Texas
1773. Maverick, County of, Texas
1774. McLennan, County of, Texas
1775. Montgomery, County of, Texas
1776. Rusk, County of, Texas
1777. Rockwall, County of, Texas
1778. San Antonio, City of, Texas
1779. Smith, County of, Texas
1780. Tarrant, County of, Texas
1781. Tarrant County Hospital District, Texas
1782. Titus, County of, Texas
1783. Webb, County of, Texas
1784. Wichita, County of, Texas
1785. Williamson, County of, Texas
1786. Zavala, County of, Texas
1787. Beaver, County of, Utah
1788. Cache, County of, Utah
1789. Daggett, County of, Utah
1790. Duchesne, County of, Utah
1791. Emery, County of, Utah
1792. Garfield, County of, Utah
1793. Juab, County of, Utah
1794. Kane, County of, Utah
1795. Piute, County of, Utah
1796. Salt Lake, County of, Utah
1797. Sevier, County of, Utah
1798. Summit, County of, Utah
1799. Tooele, County of , Utah
1800. Tricounty Health Department, Utah
1801. Uintah, County of, Utah
1802. Utah, County of, Utah
FH11185097.1
1803. Wasatch, County of, Utah
1804. Washington, County of, Utah
1805. Wayne, County of, Utah
1806. Weber, County of, Utah
1807. Bennington, Town of, Vermont
1808. Counseling Services of Addison County, Vermont
1809. Health Care & Rehab Services Southeastern Vermont, Vermont 1810. Northeast Kingdom Human Services, Vermont
1811. St. Albans, City of, Vermont
1812. Accomack, County of, Virginia
1813. Alexandria, City of, Virginia
1814. Alleghany, County of, Virginia
1815. Amherst, County of, Virginia
1816. Arlington, County of, Virginia
1817. Botetourt, County of, Virginia
1818. Bristol, City of, Virginia
1819. Buena Vista, City of, Virginia
1820. Charlotte, County of, Virginia
1821. Chesapeake, City of, Virginia
1822. Chesterfield, County of, Virginia
1823. Covington, City of, Virginia
1824. Culpepper, County of, Virginia
1825. Cumberland, County of, Virginia
1826. Danville, City of, Virginia
1827. Dickenson, County of, Virginia
1828. Dinwiddie, County of, Virginia
1829. Emporia, City of, Virginia
1830. Fairfax, City of, Virginia,
1831. Fairfax, County of, Virginia
1832. Fauquier, City of, Virginia
1833. Floyd, County of, Virginia
1834. Franklin, County of, Virginia
1835. Frederick, County of, Virginia
1836. Fredericksburg, City of, Virginia
1837. Galax, City of, Virginia
1838. Giles, County of, Virginia
1839. Goochland, County of, Virginia
1840. Greensville, County of, Virginia
1841. Halifax, County of, Virginia
1842. Henrico, County of, Virginia
1843. Henry, County of, Virginia
1844. Hopewell, City of, Virginia
FH11185097.1
1845. Isle of Wight, County of, Virginia
1846. King and Queen, County of, Virginia
1847. Lee, County of, Virginia
1848. Lexington, City of, Virginia
1849. Loudon, County of, Virginia
1850. Louisa, County of, Virginia
1851. Madison, County of, Virginia
1852. Martinsville, City of, Virginia
1853. Mecklenburg, County of, Virginia
1854. Montgomery, County of, Virginia
1855. Norfolk, City of, Virginia
1856. Northampton, County of, Virginia
1857. Northumberland, County of, Virginia
1858. Norton, City of, Virginia
1859. Page, County of, Virginia
1860. Patrick, County of, Virginia
1861. Portsmouth, City of, Virginia
1862. Prince George, County of, Virginia
1863. Prince William, County of, Virginia
1864. Radford, City of, Virginia
1865. Richmond, City of, Virginia
1866. Roanoke, City of, Virginia
1867. Roanoke, County of, Virginia
1868. Rockbridge, County of, Virginia
1869. Salem, City of, Virginia
1870. Scott, County of, Virginia
1871. Shenandoah, County of, Virginia
1872. Smyth, County of, Virginia
1873. Stafford, County of, Virginia
1874. Virginia Beach, City of/Virginia Beach (Sheriff of) City of, Virginia 1875. Washington, County of, Virginia
1876. Waynesboro, City of Virginia
1877. Winchester, City of, Virginia
1878. Wise, County of, Virginia
1879. Anacortes, City of, Washington
1880. Bainbridge, Island, City of, Washington
1881. Burlington, City of, Washington
1882. Chelan, County of, Washington
1883. Clallam, County of, Washington
1884. Clark, County of, Washington
1885. Everett, City of, Washington
1886. Franklin, County of, Washington
FH11185097.1
1887. Island, County of, Washington
1888. Kent, City of, Washington
1889. King, County of, Washington
1890. Kirkland, City of, Washington
1891. Kitsap, County of, Washington
1892. Lakewood, City of, Washington
1893. Lewis, County of, Washington
1894. Mount Vernon, City of, Washington
1895. Olympia, City of, Washington
1896. Pierce, County of, Washington
1897. Seattle, City of, Washington
1898. Sedro-Wooley, City of, Washington
1899. Skagit, County of, Washington
1900. Snohomish, County of, Washington
1901. Spokane, City of, Washington
1902. Spokane, County of, Washington
1903. Tacoma, City of, Washington
1904. Thurston, County of, Washington
1905. Vancouver, City of, Washington
1906. Walla Walla, County of, Washington
1907. Whatcom, County of, Washington
1908. Beckley, City of, West Virginia
1909. Berkeley, County of, West Virginia
1910. Cabell, County of, West Virginia
1911. Charles Town, City of, West Virginia
1912. Charleston, City of, West Virginia
1913. Clendenin, Town of, West Virginia
1914. Delbarton, Town of, West Virginia
1915. Dunbar, City of, West Virginia
1916. Eleanor, Town of, West Virginia
1917. Elizabeth, Town of, West Virginia
1918. Fayette, County of, West Virginia
1919. Grant, County of, West Virginia
1920. Harrisville, Town of, West Virginia
1921. Huntington, City of, West Virginia
1922. Hurricane, City of, West Virginia
1923. Jackson, County of, West Virginia
1924. Jefferson, County of, West Virginia
1925. Kanawha, County of, West Virginia
1926. Logan, City of, West Virginia
1927. Milton, City of, West Virginia
1928. Mineral, County of, West Virginia
FH11185097.1
1929. Monroe, County of, West Virginia
1930. Nicholas, County of, West Virginia
1931. Pleasants, County of, West Virginia
1932. Raleigh, County of, West Virginia
1933. Ravenswood, Town of, West Virginia
1934. Ripley, City of, West Virginia
1935. Ritchie, County of, West Virginia
1936. Roane, County of, West Virginia
1937. Spencer, City of, West Virginia
1938. St. Albans, City of, West Virginia
1939. St. Mary’s, City of, West Virginia
1940. Smithers, City of, West Virginia
1941. Sophia, Town of, West Virginia
1942. Summersville, City of, West Virginia
1943. Vienna, City of, West Virginia
1944. Wayne, County of, West Virginia
1945. Williamstown, City of, West Virginia
1946. Winfield, City of, West Virginia
1947. Wirt, County of, West Virginia
1948. Wood, County of, West Virginia
1949. Adams, County of, Wisconsin
1950. Ashland, County of, Wisconsin
1951. Barron, County of, Wisconsin
1952. Bayfield, County of, Wisconsin
1953. Brown, County of, Wisconsin
1954. Buffalo, County of, Wisconsin
1955. Burnett, County of, Wisconsin
1956. Calumet, County of, Wisconsin
1957. Chippewa, County of, Wisconsin
1958. Clark, County of, Wisconsin
1959. Columbia, County of, Wisconsin
1960. Crawford, County of, Wisconsin
1961. Cudahy, City of, Wisconsin
1962. Dane, County of, Wisconsin
1963. Dodge, County of, Wisconsin
1964. Door, County of, Wisconsin
1965. Douglas, County of, Wisconsin
1966. Dunn, County of, Wisconsin
1967. Eau Claire, County of, Wisconsin
1968. Florence, County of, Wisconsin
1969. Fond du Lac, County of, Wisconsin
1970. Forest, County of, Wisconsin
FH11185097.1
1971. Franklin, City of, Wisconsin
1972. Grant, County of, Wisconsin
1973. Green, County of, Wisconsin
1974. Green Lake, County of, Wisconsin
1975. Greenfield, City of, Wisconsin
1976. Iowa, County of, Wisconsin
1977. Iron, County of, Wisconsin
1978. Jackson, County of, Wisconsin
1979. Juneau, County of, Wisconsin
1980. Kenosha, City of, Wisconsin
1981. Kenosha, County of, Wisconsin
1982. Kewaunee, County of, Wisconsin
1983. La Crosse, County of, Wisconsin
1984. Lafayette, County of, Wisconsin
1985. Lincoln, County of, Wisconsin
1986. Manitowoc, County of, Wisconsin
1987. Marathon, County of, Wisconsin
1988. Marinette, County of, Wisconsin
1989. Marquette, County of, Wisconsin
1990. Menominee, County of, Wisconsin
1991. Milwaukee, City of, Wisconsin
1992. Milwaukee, County of, Wisconsin
1993. Monroe, County of, Wisconsin
1994. Mount Pleasant, Village of, Wisconsin
1995. Oak Tree, City of, Wisconsin
1996. Oconto, County of, Wisconsin
1997. Oneida, County of, Wisconsin
1998. Outagamie, County of, Wisconsin
1999. Ozaukee, County of, Wisconsin
2000. Pepin, County of, Wisconsin
2001. Pierce, County of, Wisconsin
2002. Pleasant Prairie, City of, Wisconsin
2003. Portage, County of, Wisconsin
2004. Price, County of, Wisconsin
2005. Racine, County of, Wisconsin
2006. Richland, County of, Wisconsin
2007. Rock, County of, Wisconsin
2008. Rusk, County of, Wisconsin
2009. Sauk, County of, Wisconsin
2010. St. Croix, County of, Wisconsin
2011. Sawyer, County of, Wisconsin
2012. Shawano, County of, Wisconsin
FH11185097.1
2013. Sheboygan, County of, Wisconsin
2014. Taylor, County of, Wisconsin
2015. Trempealeau, County of, Wisconsin
2016. Vernon, County of, Wisconsin
2017. Vilas, County of, Wisconsin
2018. Walworth, County of, Wisconsin
2019. Washburn, County of, Wisconsin
2020. Washington, County of, Wisconsin
2021. Waukesha, County of, Wisconsin
2022. Waupaca, County of, Wisconsin
2023. Waushara, County of, Wisconsin
2024. Wauwatosa, County of, Wisconsin
2025. West Allis, City of, Wisconsin
2026. Winnebago, County of, Wisconsin
2027. Wood, County of, Wisconsin
2028. Casper, City of, Wyoming
2029. Cheyenne, City of, Wyoming
2030. Green River, City of, Wyoming
2031. Riverton, City of, Wyoming
2032. Rock Springs, City of, Wyoming
2033. Sweetwater, County of, Wyoming
FH11185097.1

EXHIBIT D
Intentionally Omitted
E- 1
FH11185097.1
Exhibit E
List of Opioid Remediation Uses
Schedule A
Core Strategies
Settling States and Participating Subdivisions listed on Exhibit G may choose from among the abatement strategies listed in Schedule B. However, priority may be given to the following core abatement strategies (“Core Strategies”).1
A. NALOXONE OR OTHER FDA-APPROVED DRUG TO

REVERSE OPIOID OVERDOSES
Expand training for first responders, schools, community support groups and families; and
Increase distribution to individuals who are uninsured or whose insurance does not cover the needed service.

B. MEDICATION-ASSISTED TREATMENT (“MAT”)

DISTRIBUTION AND OTHER OPIOID-RELATED

TREATMENT

1. Increase distribution of MAT to individuals who are
uninsured or whose insurance does not cover the needed
service;

2. Provide education to school-based and youth-focused
programs that discourage or prevent misuse;

3. Provide MAT education and awareness training to
healthcare providers, EMTs, law enforcement, and other
first responders; and

1 As used in this Schedule A, words like “expand,” “fund,” “provide” or the like shall not indicate a preference for new or existing programs.

E- 2
FH11185097.1
C. PREGNANT & POSTPARTUM WOMEN

1. Expand Screening, Brief Intervention, and Referral to Treatment (“SBIRT”) services to non-Medicaid eligible or uninsured pregnant women;

2. Expand comprehensive evidence-based treatment and
recovery services, including MAT, for women with cooccurring Opioid Use Disorder (“OUD”) and other Substance Use Disorder (“SUD”)/Mental Health disorders
for uninsured individuals for up to 12 months postpartum; and

3. Provide comprehensive wrap-around services to individuals with OUD, including housing, transportation, job
placement/training, and childcare.

D. EXPANDING TREATMENT FOR NEONATAL
ABSTINENCE SYNDROME (“NAS”)

1. Expand comprehensive evidence-based and recovery
support for NAS babies;

2. Expand services for better continuum of care with infantneed dyad; and

3. Expand long-term treatment and services for medical
monitoring of NAS babies and their families.

E. EXPANSION OF WARM HAND-OFF PROGRAMS AND

RECOVERY SERVICES

1. Expand services such as navigators and on-call teams to begin MAT in hospital emergency departments;

2. Expand warm hand-off services to transition to recovery services;

3. Broaden scope of recovery services to include co-occurring SUD or mental health conditions;

4. Provide comprehensive wrap-around services to individuals in recovery, including housing, transportation, job
placement/training, and childcare; and

5. Hire additional social workers or other behavioral health workers to facilitate expansions above.

E- 3
FH11185097.1
F. TREATMENT FOR INCARCERATED POPULATION

1. Provide evidence-based treatment and recovery support, including MAT for persons with OUD and co-occurring
SUD/MH disorders within and transitioning out of the
criminal justice system; and

2. Increase funding for jails to provide treatment to inmates with OUD.

G. PREVENTION PROGRAMS

1. Funding for media campaigns to prevent opioid use (similar to the FDA’s “Real Cost” campaign to prevent youth from
misusing tobacco);

Milpitas City CouncilApril 18, 2023

Milpitas City Council
April 18, 2023