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Distributors New York Settlement Agreement

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Distributors New York Settlement Agreement DISTRIBUTORS NEW YORK SETTLEMENT AGREEMENT Table of Contents I. Overview ......................................................................................................................1 II. Definitions ....................................................................................................................1 III. Condition to Effectiveness of Agreement ..................................................................12 IV. Participation by Subdivisions .....................................................................................12 V. Settlement Payments ..................................................................................................14 VI. Allocation and Use of Settlement Payments. .............................................................26 VII. Enforcement ...............................................................................................................27 VIII. Plaintiffs’ Attorneys’ Fees and Costs .........................................................................27 IX. New York Additional Restitution Amount ................................................................30 X. Release ........................................................................................................................30 XI. Later Litigating Subdivisions .....................................................................................34 XII. Reductions/Offsets .....................................................................................................38 XIII. Injunctive Relief .........................................................................................................39 XIV. Miscellaneous .............................................................................................................40 Alleged Harms..............................................................................................................1 Later Litigating Subdivision Suspension and Offset Determinations ..........................1 List of Opioid Remediation Uses .................................................................................1 Primary Subdivisions ...................................................................................................1 Agreed List of New York State Litigating Subdivisions ..............................................1 Settling Distributors’ Subsidiaries, Joint Ventures, and Predecessor Entities ..............1 Settlement Payment Schedule .......................................................................................1 Illustrative Examples of Settlement Prepayments .........................................................1 ABC IRS Form 1098-F ..................................................................................................1 Cardinal Health IRS Form 1098-F ................................................................................1 i McKesson IRS Form 1098-F .......................................................................................1 Subdivision Settlement Participation Form ..................................................................1 Stipulations of Discontinuance with Prejudice .............................................................1 New York Opioid Settlement Sharing Agreement .......................................................1 List of New York Subdivisions and Special Districts Represented by Napoli Shkolnik PLLC and Simmons Hanly Conroy LLC .........................................1 Case Management Order...............................................................................................1 List of States .................................................................................................................1 Proposed Injunctive Relief Term Sheet ........................................................................1 ii § I DISTRIBUTORS NEW YORK SETTLEMENT AGREEMENT I. Overview This Distributors New York Settlement Agreement (“Agreement”) sets forth the terms and conditions of a settlement agreement between and among the State of New York, Nassau County, Suffolk County, all “Participating Subdivisions” as that term is defined herein, McKesson Corporation (“McKesson”), Cardinal Health, Inc. (“Cardinal”), and AmerisourceBergen Corporation (“Amerisource”) (collectively, “the Parties”) to resolve opioid- related Claims against McKesson, Cardinal, and/or Amerisource (collectively, “Settling Distributors”). The Parties intend the terms of this Agreement to parallel the terms of the Distributor Global Settlement Agreement (“Global Settlement”) currently under negotiation. As of the date of this signing, based on the status of current negotiations, New York State intends to join the Global Settlement if it becomes effective. If the Global Settlement becomes effective by July 1, 2022, its terms will supersede the terms of this Agreement except for Sections III.B (Dismissal of Claims), VIII (Plaintiffs’ Attorneys’ Fees and Costs), and X (Release). If the Global Settlement is not effective by the aforementioned date, this Agreement and the New York Consent Judgment giving effect to its terms will control. The Settling Distributors have agreed to the below terms for the sole purpose of settlement, and nothing herein may be taken as or construed to be an admission or concession of any violation of law, rule, or regulation, or of any other matter of fact or law, or of any liability or wrongdoing, all of which the Settling Distributors expressly denies. No part of this Agreement, including its statements and commitments, shall constitute evidence of any liability, fault, or wrongdoing by the Settling Distributors. Unless the contrary is expressly stated, this Agreement is not intended for use by any third party for any purpose, including submission to any court for any purpose. This Agreement is not contingent on the Global Settlement taking effect. This Agreement resolves the Settling Distributor’s portion of the coordinated litigation before Justice Jerry Garguilo as In Re Opioid Litigation, 400000/2017 (Sup. Ct. Suffolk Cty.). Pursuant to NYSCEF Doc. No. 541, the following three were designated by the Court as Track One Cases: (1) The County of Suffolk, New York v. Purdue Pharma L.P., Case No. 400001/2017, (2) The County of Nassau, New York v. Purdue Pharma LP., Case No. 400008/2017, and (3) State of New York v. Purdue Pharma, LP. (400016/2018). II. Definitions For all sections of this Agreement except as otherwise specified, the following definitions apply: A. “Actions.” (1) In Re Opioid Litigation, 400000/2017 (Sup. Ct. Suffolk Cty); (2) The County of Suffolk, New York v. Purdue Pharma L.P., Case No. 400001/2017; (3) The County 1 § II of Nassau, New York v. Purdue Pharma LP., Case No. 400008/2017; and (4) State of New York v. Purdue Pharma, LP. (400016/2018). B. “Agreement.” This Distributors New York Statewide Opioid Settlement Agreement, inclusive of all exhibits. C. “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, all of which were filed in connection with the case captioned In re National Prescription Opiate Litigation, No. 1-17-md-02804 (N.D. Ohio), 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 the Settling Distributors. D. “Annual Payment.” The total amount payable to the New York Qualified Settlement Fund Administrator by the Settling Distributors on the Payment Date each year, as calculated by the New York Qualified Settlement Fund Administrator pursuant to Section V.B.1.d. For the avoidance of doubt, this term does not include the New York Additional Restitution Amount or amounts paid pursuant to Section VIII. E. “Appropriate Official.” As defined in Section XIV.F.3. F. “Bar.” Either: (1) a law in New York State barring Subdivisions 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 New York State Court of Appeals setting forth the general principle that Subdivisions 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 Payments by Settling Distributors under this Agreement) shall not constitute a Bar. G. “Case-Specific Resolution.” Either: (1) a law in New York State 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 Settling Distributors under this Agreement) shall not constitute a Case-Specific
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