Common use of Settlement Fund Clause in Contracts

Settlement Fund. 5.1 All amounts required to be paid pursuant to this Agreement, including, without limitation, Settlement Payments, Administrative Expenses, the Fee Award, and the Service Award, will be paid from a settlement fund (the “Settlement Fund”). 5.2 Within seven (7) business days after the Refund Payment Date, Sephora must establish the Settlement Fund, which it will do by establishing an escrow account with a reputable bank and transferring money into that escrow account. Upon its creation, the escrow account will be deemed to be the Settlement Fund and all references to the Settlement Fund in this Agreement will be deemed to be references to the escrow account unless context requires another meaning. Only Sephora will have the right to instruct the bank regarding the escrow account and the money in it, but Sephora will not remove money from the escrow account except as permitted by this Agreement. The amount of money that Sephora must put into the escrow account will be the Refund Amount, pursuant to and subject to the following terms: 5.2.1 Sephora will put the Refund Amount into the Settlement Fund. If the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) because of a matter or matters primarily within Sephora’s exclusive control, Sephora additionally will put into the Settlement Fund an amount of money equal to the amount by which the matter or matters primarily within Sephora’s exclusive control caused the Refund Amount to fall below One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46). If, on the other hand, the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) because of a matter or matters not primarily within Sephora’s exclusive control, Sephora will have no obligation to put any money into the Settlement Fund beyond the Refund Amount. 5.2.2 Unless either Party intends to attempt to seek further review of MDOR’s final decision on the Refund Amount pursuant to Paragraph 3.3 or 3.4: (a) if the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) then as soon as reasonably practicable after learning MDOR’s final decision on the Refund Amount, the Parties will confirm in writing their agreement upon the specific dollar amount that Sephora is or will be required to put into the Settlement Fund pursuant to Paragraph 5.2.1; or (b) if the Refund Amount is equal to or greater than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) then the Parties automatically will be deemed to have confirmed in writing their agreement, as of the date on which the last of them has learned of MDOR’s final decision on the Refund Amount, that Sephora is or will be required to put the entire Refund Amount into the Settlement Fund pursuant to Paragraph 5.2. 1. If the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46), the Parties will attempt to agree in good faith regarding whether a particular matter affecting the Refund Amount was primarily within Sephora’s exclusive control, but if they cannot agree, either Party may file a motion with the Court seeking an adjudication of this issue. All deadlines in this Settlement Agreement will be tolled from the date of filing of the motion until the date on which both Parties have received notice of the Court’s decision. 5.2.3 The following is a non-exclusive list of hypothetical reductions to the Refund Amount that the Parties agree would be because of matters primarily within Sephora’s exclusive control if they occur: (a) MDOR reduces the Refund Amount to offset tax that Sephora owes to MDOR, whether or not that tax is related to the Refund Claim. (b) Sephora, without a reasonable basis, refuses to provide, or agrees to provide but fails to provide, documents or information requested by MDOR that are within Sephora’s possession and that would have caused MDOR to issue a larger Refund Amount. (c) Sephora agrees to provide, and does provide, documents or information requested by MDOR, but provides such documents or information after the time frame detailed in Paragraph 3.1.5(b) or (c) (as applicable) have elapsed, and Sephora’s tardiness in providing such documents or information causes MDOR to issue a smaller Refund Amount than it would have issued had Sephora provided such documents or information within the time frame detailed in Paragraph 3.1.5(b) or (c) (as applicable). (d) MDOR reduces the Refund Amount pursuant to Mo. Rev. Stat. § 144.190.8 because under the meaning of that statute Sephora has received a previous refund on “the same issue” as that raised by the Refund Claim. 5.2.4 The following is a non-exclusive list of hypothetical reductions to the Refund Amount that the Parties agree would not be because of matters (a) MDOR reduces the Refund Amount because it calculates the applicable refund differently than Sephora did in its Refund Claim, regardless whether MDOR’s calculations are correct. (b) MDOR reduces the Refund Amount because it concludes that the applicable tax type or tax rates are different from those asserted to apply in the Refund Claim, regardless whether MDOR’s selected tax type or tax rates are correct. 5.2.5 If the Parties mutually agree that the amount that would be required for the Settlement Fund pursuant to Paragraph 5.2.1 is not enough money for the settlement to be cost-effective, then, notwithstanding Paragraph 5.2.1, the parties may negotiate a “dismissal accord” which, if agreed to, will modify this Agreement as follows: (a) Sephora will not be required to put any money whatsoever into the Settlement Fund; (b) the releases described in Paragraph 10.2 will take effect as if the Effective Date had occurred on the Refund Payment Date; (c) Plaintiff will move to voluntarily dismiss the Action with prejudice within thirty (30) days and will take all other actions

Settlement Fund. 5.1 All amounts required (a) Subject to be paid pursuant to the terms and conditions of this Agreement, including, without limitation, Settlement Payments, Administrative Expenses, the Fee Award, Agreement and the Service AwardEscrow Agreement (as defined below), will within ten (10) business days after entry by the Court of the Preliminary Approval Order without material change and the receipt by Defendants of the appropriate tax and wire transfer information, Defendants shall deposit the Settlement Fund Amount (as defined below) into an escrow account (the “Escrow Account”) held and administered by Xxxxxx Claims Administration LLC (the “Escrow Agent” or “Xxxxxx”). The Settlement Fund Amount shall be paid from a settlement fund Sixty Million, Two Hundred Thousand Dollars and no/100 ($60,200,000.00). The Settlement Fund Amount deposited by Defendants into the Escrow Account and any accrued interest after deposit shall become part of and shall be referred to as the “Settlement Fund.”). 5.2 Within seven (7) business days after the Refund Payment Date, Sephora must establish the Settlement Fund, which it will do by establishing an escrow account with a reputable bank and transferring money into that escrow account. Upon its creation, the escrow account will be deemed to be the Settlement Fund and all references to the Settlement Fund in this Agreement will be deemed to be references to the escrow account unless context requires another meaning. Only Sephora will have the right to instruct the bank regarding the escrow account and the money in it, but Sephora will not remove money from the escrow account except as permitted by this Agreement. The amount of money that Sephora must put into the escrow account will be the Refund Amount, pursuant to and subject to the following terms: 5.2.1 Sephora will put the Refund Amount into the Settlement Fund. If the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) because of a matter or matters primarily within Sephora’s exclusive control, Sephora additionally will put into the Settlement Fund an amount of money equal to the amount by which the matter or matters primarily within Sephora’s exclusive control caused the Refund Amount to fall below One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46). If, on the other hand, the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) because of a matter or matters not primarily within Sephora’s exclusive control, Sephora will have no obligation to put any money into the Settlement Fund beyond the Refund Amount. 5.2.2 Unless either Party intends to attempt to seek further review of MDOR’s final decision on the Refund Amount pursuant to Paragraph 3.3 or 3.4: (a) if the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) then as soon as reasonably practicable after learning MDOR’s final decision on the Refund Amount, the Parties will confirm in writing their agreement upon the specific dollar amount that Sephora is or will be required to put into the Settlement Fund pursuant to Paragraph 5.2.1; or (b) if the Refund Amount is equal to or greater than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) then the Parties automatically will be deemed to have confirmed in writing their agreement, as of the date on which the last of them has learned of MDOR’s final decision on the Refund Amount, that Sephora is or will be required to put the entire Refund Amount into the Settlement Fund pursuant to Paragraph 5.2. 1. If the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46), the Parties will attempt to agree in good faith regarding whether a particular matter affecting the Refund Amount was primarily within Sephora’s exclusive control, but if they cannot agree, either Party may file a motion with the Court seeking an adjudication of this issue. All deadlines in this Settlement Agreement will be tolled from the date of filing of the motion until the date on which both Parties have received notice of the Court’s decision. 5.2.3 The following is a non-exclusive list of hypothetical reductions to the Refund Amount that the Parties agree would be because of matters primarily within Sephora’s exclusive control if they occur: (a) MDOR reduces the Refund Amount to offset tax that Sephora owes to MDOR, whether or not that tax is related to the Refund Claim. (b) SephoraIf the Settlement is approved by the Court and becomes final as provided for in Paragraph 9, without but the Court orders an opt-out period notwithstanding the agreement of the parties set forth in paragraph 6 above, and one or more K-Dur Direct Purchaser(s) has excluded itself (themselves) from the Direct Purchaser Class (other than a reasonable basisRetailer Plaintiff) prior to the expiration of the opt-out period prescribed by the Court, refuses then the Settlement Fund shall be reduced by the pro rata share for that K-Dur Direct Purchaser, as calculated pursuant to provideParagraph 7(d), plus any accrued interest attributable to that pro rata share and less any taxes attributable to that pro rata share, and the pro rata share shall be returned to Defendants within eight (8) business days of the Settlement becoming final as provided for in Paragraph 9. Nothing herein will preclude a K-Dur Direct Purchaser from seeking leave of Court to rescind its (their) decision(s) to opt-out of the Settlement until such time as the Settlement becomes final pursuant to paragraph 9. Nothing precludes Co-Lead Counsel from contacting such K-Dur Direct Purchaser concerning its (their) decision(s) to opt-out of the Settlement. Except as provided in paragraph 6 above with respect to any National Wholesaler seeking permission to opt out of the Settlement, a decision by one or agrees more K-Dur Direct Purchaser(s) to provide but fails opt-out of the Settlement will have no impact on the validity and enforceability of this Settlement Agreement as to providethe remaining members of the Direct Purchaser Class, documents or information requested by MDOR that are within Sephora’s possession and that would have caused MDOR to issue a larger Refund Amountincluding the release provisions in paragraph 16. (c) Sephora agrees The Escrow Account shall be established and administered pursuant to providethe Escrow Agreement attached hereto as Exhibit D (the “Escrow Agreement”). It is intended that the Escrow Account be treated as a “qualified settlement fund” for federal income tax purposes pursuant to Treas. Reg. § 1.468B-1 and that any taxes due as a result of income earned by the Settlement Fund will be paid from the Settlement Fund. Except as otherwise expressly permitted by paragraph 3(d)(4) of the Escrow Agreement, the Escrow Agent shall disburse funds from the Escrow Account only pursuant to and consistent with the express terms of this Settlement Agreement, the Preliminary Approval Order, the Final Judgment and Order, the Escrow Agreement, and does provideas expressly authorized by any other applicable order of the Court. Interest earned by the Settlement Fund shall become part of the Settlement Fund, documents or information requested by MDOR, but provides less any taxes imposed on such documents or information after the time frame detailed in Paragraph 3.1.5(b) or (c) (as applicable) have elapsed, and Sephora’s tardiness in providing such documents or information causes MDOR to issue a smaller Refund Amount than it would have issued had Sephora provided such documents or information within the time frame detailed in Paragraph 3.1.5(b) or (c) (as applicable)interest. (d) MDOR reduces The Settlement Fund shall be available for distributions to members of the Refund Amount Direct Purchaser Class upon the Settlement becoming final pursuant to Mo. Rev. Stat. § 144.190.8 because under the meaning paragraph 9 of that statute Sephora has received a previous refund on “the same issue” as that raised by the Refund Claim. 5.2.4 The following is a non-exclusive list of hypothetical reductions this Settlement Agreement, subject to the Refund Amount that the Parties agree would not be because following Plan of matters (a) MDOR reduces the Refund Amount because it calculates the applicable refund differently than Sephora did in its Refund Claim, regardless whether MDOR’s calculations are correct. (b) MDOR reduces the Refund Amount because it concludes that the applicable tax type or tax rates are different from those asserted to apply in the Refund Claim, regardless whether MDOR’s selected tax type or tax rates are correct. 5.2.5 If the Parties mutually agree that the amount that would be required for Allocation under which the Settlement Fund pursuant to Paragraph 5.2.1 is not enough money for the settlement to shall be cost-effective, then, notwithstanding Paragraph 5.2.1, the parties may negotiate a “dismissal accord” which, if agreed to, will modify this Agreement as followsreduced by payments for: (a1) Sephora will not be required reasonable attorneys’ fees, costs and expenses approved by the Court (and any interest awarded thereon based upon interest accrued from the time the Settlement Fund was deposited in escrow); (2) any Court-approved incentive award to put any money whatsoever into the Named Plaintiff; (3) taxes payable on the Settlement Fund; and (b4) any and all administrative and notice expenses associated with this litigation or the releases described Settlement. The resulting amount (the “Net Settlement Fund”) shall be distributed to eligible Class members making claims (“Claimants”) in Paragraph 10.2 proportion to each Claimant’s actual purchases of branded K-Dur 20 during the period from January 1, 1999 through March 31, 2002, which is the time period used by Plaintiffs’ expert, Xx. Xxxxxxxxxx, to calculate damages. To calculate the pro rata share for each Claimant of the Net Settlement Fund, the Claims Administrator, working with Xx. Xxxxxxxxxx, will (1) take effect as if the Effective Date had occurred total net purchases of K-Dur for each Claimant (net of any returns and/or assignments to the Retailer Plaintiffs) and (2) divide it by the total purchases of branded K-Dur 20 for all Claimants. If any Class member fails to submit a claim or documents and submits an alternative amount of purchases (based on the Refund Payment Date; Claimant’s own data) that is approved by the Claims Administrator, the shares will be re-calculated accordingly. The final calculations will then be applied to the Net Settlement Fund to determine each Claimant’s allocated share. After preliminary approval of the Settlement, Co-Lead Counsel will file with the Court a document more specifically setting forth the Plan of Allocation along with any necessary supporting documents. (ce) Plaintiff The total consideration that Defendants will move to voluntarily dismiss pay for this Settlement shall be the Action with prejudice within thirty (30) days and will take all other actionsSettlement Fund Amount only. No portion of the Settlement consideration shall constitute, or shall be construed as constituting, a payment in lieu of treble damages, fines, penalties, punitive damages or forfeitures.

Settlement Fund. 5.1 All amounts required (a) Subject to be paid pursuant to the terms and conditions of this Agreement, including, without limitation, Settlement Payments, Administrative Expenses, the Fee Award, Agreement and the Service AwardEscrow Agreement (as defined below), will be paid from a settlement fund within ten (the “Settlement Fund”). 5.2 Within seven (710) business days after the Refund Payment Dateentry by the Court of the Preliminary Approval Order, Sephora must establish Defendants shall deposit One Million Dollars ($1,000,000) of the Settlement Fund Amount (as defined below) into an escrow account (the “Escrow Account”) and within thirty (30) business days after the deadline for Indirect Purchaser Class member to opt out of the Indirect Purchaser Class, Defendants shall deposit Fifty Three Million Dollars ($53,000,000) into the Escrow Account held and administered by Bank Leumi USA (the “Escrow Agent”) pursuant to the terms of the Escrow Agreement entered into among the parties hereto and Bank Leumi USA (“Escrow Agent”). The Settlement Fund Amount shall be Fifty- Four million dollars and no/100 ($54,000,000.00). The Settlement Fund Amount deposited by Defendants into the Escrow Account and any accrued interest after deposit shall become part of and shall be referred to as the “Settlement Fund.” The Settlement Fund may be adjusted as provided in Paragraph 5.a. above (i.e., Draw Downs). Except as otherwise expressly permitted by paragraph 8 of the Escrow Agreement, the Escrow Agent shall disburse funds from the Escrow Account only pursuant to and consistent with the express terms of this Settlement Agreement, the Preliminary Approval Order, the Final Judgment and Order, the Escrow Agreement, and as expressly authorized by any other applicable order of the Court. Interest earned by the Settlement Fund shall become part of the Settlement Fund, which it will do by establishing an escrow account with a reputable bank and transferring money into that escrow account. Upon its creation, the escrow account will be deemed to be the Settlement Fund and all references to the Settlement Fund in this Agreement will be deemed to be references to the escrow account unless context requires another meaning. Only Sephora will have the right to instruct the bank regarding the escrow account and the money in it, but Sephora will not remove money from the escrow account except as permitted by this Agreement. The amount of money that Sephora must put into the escrow account will be the Refund Amount, pursuant to and subject to the following terms: 5.2.1 Sephora will put the Refund Amount into the Settlement Fund. If the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) because of a matter or matters primarily within Sephora’s exclusive control, Sephora additionally will put into the Settlement Fund an amount of money equal to the amount by which the matter or matters primarily within Sephora’s exclusive control caused the Refund Amount to fall below One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46). If, any taxes imposed on the other hand, the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) because of a matter or matters not primarily within Sephora’s exclusive control, Sephora will have no obligation to put any money into the Settlement Fund beyond the Refund Amount. 5.2.2 Unless either Party intends to attempt to seek further review of MDOR’s final decision on the Refund Amount pursuant to Paragraph 3.3 or 3.4: (a) if the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) then as soon as reasonably practicable after learning MDOR’s final decision on the Refund Amount, the Parties will confirm in writing their agreement upon the specific dollar amount that Sephora is or will be required to put into the Settlement Fund pursuant to Paragraph 5.2.1; or (b) if the Refund Amount is equal to or greater than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) then the Parties automatically will be deemed to have confirmed in writing their agreement, as of the date on which the last of them has learned of MDOR’s final decision on the Refund Amount, that Sephora is or will be required to put the entire Refund Amount into the Settlement Fund pursuant to Paragraph 5.2. 1. If the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46), the Parties will attempt to agree in good faith regarding whether a particular matter affecting the Refund Amount was primarily within Sephora’s exclusive control, but if they cannot agree, either Party may file a motion with the Court seeking an adjudication of this issue. All deadlines in this Settlement Agreement will be tolled from the date of filing of the motion until the date on which both Parties have received notice of the Court’s decision. 5.2.3 The following is a non-exclusive list of hypothetical reductions to the Refund Amount that the Parties agree would be because of matters primarily within Sephora’s exclusive control if they occur: (a) MDOR reduces the Refund Amount to offset tax that Sephora owes to MDOR, whether or not that tax is related to the Refund Claimsuch interest. (b) Sephora, without The Escrow Account shall be established and administered pursuant to the Escrow Agreement. It is intended that the Escrow Account be treated as a reasonable basis, refuses “qualified settlement fund” for federal income tax purposes pursuant to provide, or agrees to provide but fails to provide, documents or information requested by MDOR that are within Sephora’s possession Treas. Reg. § 1.468B-1 and that would have caused MDOR to issue any taxes due as a larger Refund Amountresult of income earned by the Settlement Fund will be paid from the Settlement Fund. (c) Sephora agrees The Settlement Fund shall be available for distributions to provide, and does provide, documents or information requested by MDOR, but provides such documents or information after members of the time frame detailed in Paragraph 3.1.5(b) or (c) (as applicable) have elapsed, and Sephora’s tardiness in providing such documents or information causes MDOR to issue a smaller Refund Amount than it would have issued had Sephora provided such documents or information within Indirect Purchaser Class upon the time frame detailed in Paragraph 3.1.5(b) or (c) (as applicable). (d) MDOR reduces the Refund Amount Settlement becoming final pursuant to Mo. Rev. Stat. § 144.190.8 because under the meaning paragraph 7 of that statute Sephora has received a previous refund on “the same issue” as that raised this Settlement Agreement, subject to deductions for payments of: (1) reasonable attorneys’ fees, costs and expenses approved by the Refund Claim. 5.2.4 The following is a non-exclusive list of hypothetical reductions Court (and any interest awarded thereon); (2) any Court- approved incentive awards to the Refund Amount that the Parties agree would not be because of matters named Plaintiffs in this Indirect Purchaser Class Action; (a3) MDOR reduces the Refund Amount because it calculates the applicable refund differently than Sephora did in its Refund Claim, regardless whether MDOR’s calculations are correct. (b) MDOR reduces the Refund Amount because it concludes that the applicable tax type or tax rates are different from those asserted to apply in the Refund Claim, regardless whether MDOR’s selected tax type or tax rates are correct. 5.2.5 If the Parties mutually agree that the amount that would be required for the Settlement Fund pursuant to Paragraph 5.2.1 is not enough money for the settlement to be cost-effective, then, notwithstanding Paragraph 5.2.1, the parties may negotiate a “dismissal accord” which, if agreed to, will modify this Agreement as follows: (a) Sephora will not be required to put any money whatsoever into taxes payable on the Settlement Fund; and (b4) any and all administrative and notice expenses associated with this litigation or the releases described Settlement. The total consideration that Defendants will pay for this Settlement shall be the Settlement Fund Amount and Set Aside Fund Amount only. No portion of the Settlement consideration shall constitute, or shall be construed as constituting, a payment in Paragraph 10.2 will take effect as if the Effective Date had occurred on the Refund Payment Date; (c) Plaintiff will move to voluntarily dismiss the Action with prejudice within thirty (30) days and will take all other actionslieu of treble damages, fines, penalties, punitive damages or forfeitures.

Settlement Fund. 5.1 All amounts required (a) Class Counsel, in coordination with the Settlement Administrator, shall establish or cause to be paid pursuant established an escrow account to this Agreement, including, without limitation, Settlement Payments, Administrative Expenses, the Fee Award, and the Service Award, will be paid from a settlement fund (the “Settlement Fund”). 5.2 Within seven (7) business days after the Refund Payment Date, Sephora must establish used in connection with administering the Settlement Fund, which it will do by establishing an escrow account with a reputable bank and transferring money into that escrow account. Upon its creation, the escrow account will be deemed to be Class Counsel or the Settlement Fund and Administrator shall provide Defendants with all references information necessary to the Settlement Fund in this Agreement will be deemed to be references to the escrow account unless context requires another meaning. Only Sephora will have the right to instruct the bank regarding the escrow account and the money in it, but Sephora will not remove money from the escrow account except as permitted by this Agreement. The amount of money that Sephora must put into the escrow account will be the Refund Amount, pursuant to and subject to the following terms: 5.2.1 Sephora will put the Refund Amount complete a wire transfer into the Settlement Fund. If the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) because of a matter or matters primarily within Sephora’s exclusive control, Sephora additionally will put into the Settlement Fund an amount of money equal to the amount by which the matter or matters primarily within Sephora’s exclusive control caused the Refund Amount to fall below One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46). If, on the other hand, the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) because of a matter or matters not primarily within Sephora’s exclusive control, Sephora will have no obligation to put any money into the Settlement Fund beyond the Refund Amount. 5.2.2 Unless either Party intends to attempt to seek further review of MDOR’s final decision on the Refund Amount pursuant to Paragraph 3.3 or 3.4: (a) if the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) then as soon as reasonably practicable after learning MDOR’s final decision on the Refund Amount, the Parties will confirm in writing their agreement upon the specific dollar amount that Sephora is or will be required to put into the Settlement Fund pursuant to Paragraph 5.2.1; or (b) if the Refund Amount is equal to or greater than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) then the Parties automatically will be deemed to have confirmed in writing their agreement, as of the date on which the last of them has learned of MDOR’s final decision on the Refund Amount, that Sephora is or will be required to put the entire Refund Amount into the Settlement Fund pursuant to Paragraph 5.2. 1. If the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46), the Parties will attempt to agree in good faith regarding whether a particular matter affecting the Refund Amount was primarily within Sephora’s exclusive control, but if they cannot agree, either Party may file a motion with the Court seeking an adjudication of this issue. All deadlines in this Settlement Agreement will be tolled from the date of filing of the motion until the date on which both Parties have received notice of the Court’s decision. 5.2.3 The following is a non-exclusive list of hypothetical reductions to the Refund Amount that the Parties agree would be because of matters primarily within Sephora’s exclusive control if they occur: (a) MDOR reduces the Refund Amount to offset tax that Sephora owes to MDOR, whether or not that tax is related to the Refund Claim. (b) SephoraWithin thirty (30) Days of the Execution Date, without a reasonable basisthe insurers of the Xxxxxxx Defendants shall deposit or cause to be deposited ONE MILLION UNITED STATES DOLLARS ($1 million) into the Settlement Fund solely for payment of the cost of the Class Notice (the “Notice Fund”). All unspent amounts of the Notice Fund will be reimbursed to the insurers of the Xxxxxxx Defendants, refuses pro rata, within thirty (30) Days after the Net Settlement Funds have been distributed to provide, or agrees to provide but fails to provide, documents or information requested by MDOR that are within Sephora’s possession and that would have caused MDOR to issue a larger Refund Amountthe Settlement Class Members. (c) Sephora agrees Within sixty (60) Days of entry of the Final Approval Order, the insurers for Defendants shall deposit or cause to providebe deposited into the Settlement Fund: (i) THIRTY MILLION AND SEVEN HUNDRED FIFTY THOUSAND UNITED STATES DOLLARS ($30.75 million) to be paid on behalf of the Xxxxxxx Defendants, and does provide(ii) ONE MILLION AND FOUR HUNDRED THOUSAND UNITED STATES DOLLARS ($1.4 million) to be paid on behalf of the Xxxxxxxxx Defendants. None of the Defendants shall have any liability, documents obligation, or information requested by MDOR, but provides such documents or information after responsibility whatsoever for making a payment into the time frame detailed in Paragraph 3.1.5(b) or (c) (as applicable) have elapsed, and Sephora’s tardiness in providing such documents or information causes MDOR to issue a smaller Refund Amount than it would have issued had Sephora provided such documents or information within Settlement Fund on behalf of any of the time frame detailed in Paragraph 3.1.5(b) or (c) (as applicable)other Defendants. (d) MDOR reduces The Settlement Fund shall be administered by the Refund Amount Settlement Administrator pursuant to Mo. Rev. Statthis Settlement Agreement and subject to the Court’s continuing supervision and control. § 144.190.8 because under With the meaning sole exception of that statute Sephora has received a previous refund on “notice and administration costs described in Section 3(b), and Taxes as described in Section 9, no monies shall be disbursed from the same issue” as that raised Settlement Fund prior to the Effective Date and without the specific authorization of the Court, except in the event of termination of this Settlement Agreement and return of the Settlement Fund to the Defendants pursuant to Section 17 (upon termination of this Settlement Agreement) below. (e) The Settlement Fund shall be invested by the Refund Claim. 5.2.4 The following Settlement Administrator in short- term (up to one year maturity) United States agency or Treasury securities or other instruments backed by the full faith and credit of the United States government or an agency thereof, or fully insured by the United States government or an agency thereof, and the proceeds of these instruments shall be reinvested in similar instruments at their then-current market rates as they mature. In the event that the yield on securities identified herein is negative, in lieu of purchasing such securities, all or any portion of the Settlement Fund held may be deposited in a non-exclusive list of hypothetical reductions interest bearing account that is fully insured by the Federal Deposit Insurance Corporation. All risks related to the Refund Amount that investment of the Parties agree would not Settlement Fund in accordance with the investment guidelines set forth in this Section shall be because of matters (a) MDOR reduces borne by the Refund Amount because it calculates the applicable refund differently than Sephora did in its Refund Claim, regardless whether MDOR’s calculations are correctSettlement Fund. (bf) MDOR reduces All funds held by the Refund Amount because it concludes that the applicable tax type or tax rates are different from those asserted Settlement Administrator shall be deemed and considered to apply be in the Refund ClaimCourt’s custody and shall remain subject to the jurisdiction of the Court, regardless whether MDOR’s selected tax type or tax rates until such time as such funds are correct. 5.2.5 If the Parties mutually agree that the amount that would be required for the Settlement Fund either returned to Defendants pursuant to Paragraph 5.2.1 is not enough money for the settlement Section 17 of this Settlement Agreement (upon termination of this Settlement Agreement) or distributed subsequent to be cost-effective, then, notwithstanding Paragraph 5.2.1, the parties may negotiate a “dismissal accord” which, if agreed to, will modify this Agreement as follows: (a) Sephora will not be required to put any money whatsoever into the Settlement Fund; (b) the releases described in Paragraph 10.2 will take effect as if the Effective Date had occurred on pursuant to the Refund Payment Date; Plan of Distribution (cdescribed in Section 7) Plaintiff will move approved by the Court or pursuant to voluntarily dismiss other orders of the Action with prejudice within thirty (30) days and will take all other actionsCourt.

Settlement Fund. 5.1 All amounts required a. As discussed in more detail below, the total amount to be paid pursuant made available by the UMass Defendants to this Agreement, including, without limitation, Settlement Payments, Administrative Expensesthe Named Plaintiffs, the Fee AwardMassachusetts Wage Act Class, the FLSA Collective, the Claims Administrator, and the Service Award, will be paid from a settlement fund Plaintiffs’ Counsel (for attorneys’ fees and costs) for purposes of this Agreement is One Million Two Hundred Thousand Dollars and no cents ($1,200,000.00) (the “Settlement Fund”)) on a claims-made basis. 5.2 b. Within seven (7) business days after of the Refund Payment Datedate that this Court enters an Order finally approving this settlement, Sephora must establish the UMass Defendants shall cause the total amount of all money ordered by the Court and claimed by the Class Members under the settlement agreement to be paid into an escrow account administered by the Claims Administrator. c. The Settling Parties agree the UMass Defendants will not object to the Court approving the following allocation from the Settlement Fund, which it will do by establishing an escrow account with a reputable bank and transferring money into that escrow account. Upon its creation, the escrow account will be deemed to be the Settlement Fund and all references to the Settlement Fund in this Agreement will be deemed to be references to the escrow account unless context requires another meaning. Only Sephora will have the right to instruct the bank regarding the escrow account and the money in it, but Sephora will not remove money from the escrow account except as permitted by this Agreement. The amount of money that Sephora must put into the escrow account will be the Refund Amount, pursuant to and subject to the following terms: 5.2.1 Sephora will put the Refund Amount into the Settlement Fund. If the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) because of a matter or matters primarily within Sephora’s exclusive control, Sephora additionally will put into the Settlement Fund an amount of money equal to the amount by which the matter or matters primarily within Sephora’s exclusive control caused the Refund Amount to fall below One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46). If, on the other hand, the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) because of a matter or matters not primarily within Sephora’s exclusive control, Sephora will have no obligation to put any money into the Settlement Fund beyond the Refund Amount. 5.2.2 Unless either Party intends to attempt to seek further review of MDOR’s final decision on the Refund Amount pursuant to Paragraph 3.3 or 3.4: (a) if the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) then as soon as reasonably practicable after learning MDOR’s final decision on the Refund Amount, the Parties will confirm in writing their agreement upon the specific dollar amount that Sephora is or will be required to put into the Settlement Fund pursuant to Paragraph 5.2.1; or (b) if the Refund Amount is equal to or greater than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) then the Parties automatically will be deemed to have confirmed in writing their agreement, as of the date on which the last of them has learned of MDOR’s final decision on the Refund Amount, that Sephora is or will be required to put the entire Refund Amount into the Settlement Fund pursuant to Paragraph 5.2. 1. If the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars $8,500 to each Named Plaintiff (for which a Form 1099 will be issued) as a service award in recognition of, and Forty-Six Cents ($1,765,108.46)in consideration for, the Parties will attempt assistance s/he rendered to agree Plaintiffs’ Counsel, the Class, and the Collective in good faith regarding whether pursuing the case on behalf of all Class Members and Collective Members (as consideration, each Named Plaintiff shall sign a particular matter affecting the Refund Amount was primarily within Sephora’s exclusive controlgeneral release, but if they cannot agree, either Party may file a motion with the Court seeking an adjudication of this issue. All deadlines in which is attached as Exhibit 1 to this Settlement Agreement will be tolled from the date of filing of the motion until the date on which both Parties have received notice of the Court’s decision. 5.2.3 The following is a non-exclusive list of hypothetical reductions to the Refund Amount that the Parties agree would be because of matters primarily within Sephora’s exclusive control if they occur: (a) MDOR reduces the Refund Amount to offset tax that Sephora owes to MDOR, whether or not that tax is related to the Refund Claim. (b) Sephora, without a reasonable basis, refuses to provide, or agrees to provide but fails to provide, documents or information requested by MDOR that are within Sephora’s possession and that would have caused MDOR to issue a larger Refund Amount. (c) Sephora agrees to provide, and does provide, documents or information requested by MDOR, but provides such documents or information after the time frame detailed in Paragraph 3.1.5(b) or (c) (as applicable) have elapsed, and Sephora’s tardiness in providing such documents or information causes MDOR to issue a smaller Refund Amount than it would have issued had Sephora provided such documents or information within the time frame detailed in Paragraph 3.1.5(b) or (c) (as applicableAgreement). 2. $400,000, plus reasonable out-of-pocket costs and expenses for attorneys’ fees and costs (d) MDOR for which a Form 1099 will be issued). In the event the Court reduces Plaintiffs’ Counsel’s fee request, the Refund Amount amount of the reduction shall be retained by the UMass Defendants; 3. The Administrative Costs of the Claims Administrator (for which a Form 1099 will be issued); 4. The UMass Defendants’ costs of Mediation shall be reimbursed to the UMass Defendants prior to allocation of Settlement Funds; 5. All remaining Settlement Funds will be allocated on a pro rata basis to eligible Class Members and Collective Members in proportion to each such Class Member and Collective Member’s approximate potential damages (for which a Form 1099 will be issued), with all Class Members and Collective Members receiving a minimum of $50, by the Settlement Administrator at the direction of the Parties; and 6. Any unclaimed or unawarded settlement funds shall remain the property of Defendant. d. The Settlement Fund shall be held in a qualified settlement fund established pursuant to Mo. Rev. StatIRC § 468B. e. The Settlement Award for each eligible Class Member and Collective Member will constitute liquidated damages as the UMass Defendants have already paid back all earned wages. § 144.190.8 because under No taxes or withholdings will be deducted, and the meaning of that statute Sephora has received a previous refund on “the same issue” as that raised by the Refund Claim. 5.2.4 FLSA Collective/Massachusetts Wage Act Class members will be solely responsible for paying all applicable taxes. The following is a non-exclusive list of hypothetical reductions Settlement Administrator will issue to the Refund Amount that the Parties agree would not be because of matters (a) MDOR reduces the Refund Amount because it calculates the applicable refund differently than Sephora did in its Refund Claim, regardless whether MDOR’s calculations are correct. (b) MDOR reduces the Refund Amount because it concludes that the applicable tax type or tax rates are different from those asserted to apply in the Refund Claim, regardless whether MDOR’s selected tax type or tax rates are correct. 5.2.5 If the Parties mutually agree that the amount that would be required for the Settlement Fund pursuant to Paragraph 5.2.1 is not enough money for the settlement to be cost-effective, then, notwithstanding Paragraph 5.2.1, the parties may negotiate a “dismissal accord” which, if agreed to, will modify this Agreement as follows: (a) Sephora will not be required to put any money whatsoever into the Settlement Fund; (b) the releases described in Paragraph 10.2 will take effect as if the Effective Date had occurred on the Refund Payment Date; (c) Plaintiff will move to voluntarily dismiss the Action with prejudice within thirty (30) days and will take all other actionseach FLSA Collective/Massachusetts Wage Act Class

Settlement Fund. 5.1 All amounts required (a) Subject to be paid pursuant to the terms and conditions of this Settlement Agreement and the Escrow Agreement (as defined below), within eight (8) business days after (1) receipt by the Cephalon Defendants of fully-executed copies of the Settlement Agreement and the Escrow Agreement, including, and (2) entry by the Court of the Preliminary Approval Order without limitation, Settlement Payments, Administrative Expensesmaterial change, the Fee AwardCephalon Defendants shall deposit the Settlement Fund Amount (as defined below) into an escrow account (the “Escrow Account”) held and administered by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC (the “Escrow Agent” or “Xxxxxx Xxxxxxx”). Subject to Paragraphs 5(b) and 8(b), the Settlement Fund Amount shall be Five Hundred Twelve Million Dollars and no/100 ($512,000,000.00). The Settlement Fund Amount deposited by the Service Award, will Cephalon Defendants into the Escrow Account and any accrued interest after deposit shall become part of and shall be paid from a settlement fund (referred to as the “Settlement Fund.”). 5.2 Within seven (7) business days after the Refund Payment Date, Sephora must establish the Settlement Fund, which it will do by establishing an escrow account with a reputable bank and transferring money into that escrow account. Upon its creation, the escrow account will be deemed to be the Settlement Fund and all references to the Settlement Fund in this Agreement will be deemed to be references to the escrow account unless context requires another meaning. Only Sephora will have the right to instruct the bank regarding the escrow account and the money in it, but Sephora will not remove money from the escrow account except as permitted by this Agreement. The amount of money that Sephora must put into the escrow account will be the Refund Amount, pursuant to and subject to the following terms: 5.2.1 Sephora will put the Refund Amount into the Settlement Fund. If the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) because of a matter or matters primarily within Sephora’s exclusive control, Sephora additionally will put into the Settlement Fund an amount of money equal to the amount by which the matter or matters primarily within Sephora’s exclusive control caused the Refund Amount to fall below One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46). If, on the other hand, the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) because of a matter or matters not primarily within Sephora’s exclusive control, Sephora will have no obligation to put any money into the Settlement Fund beyond the Refund Amount. 5.2.2 Unless either Party intends to attempt to seek further review of MDOR’s final decision on the Refund Amount pursuant to Paragraph 3.3 or 3.4: (a) if the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) then as soon as reasonably practicable after learning MDOR’s final decision on the Refund Amount, the Parties will confirm in writing their agreement upon the specific dollar amount that Sephora is or will be required to put into the Settlement Fund pursuant to Paragraph 5.2.1; or (b) if the Refund Amount is equal to or greater than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) then the Parties automatically will be deemed to have confirmed in writing their agreement, as of the date on which the last of them has learned of MDOR’s final decision on the Refund Amount, that Sephora is or will be required to put the entire Refund Amount into the Settlement Fund pursuant to Paragraph 5.2. 1. If the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46), the Parties will attempt to agree in good faith regarding whether a particular matter affecting the Refund Amount was primarily within Sephora’s exclusive control, but if they cannot agree, either Party may file a motion with the Court seeking an adjudication of this issue. All deadlines in this Settlement Agreement will be tolled from the date of filing of the motion until the date on which both Parties have received notice of the Court’s decision. 5.2.3 The following is a non-exclusive list of hypothetical reductions to the Refund Amount that the Parties agree would be because of matters primarily within Sephora’s exclusive control if they occur: (a) MDOR reduces the Refund Amount to offset tax that Sephora owes to MDOR, whether or not that tax is related to the Refund Claim. (b) SephoraPursuant to paragraph 5(b), without a reasonable basisif the Settlement is approved by the Court and becomes final as provided for in paragraph 7, refuses and one or more Provigil Direct Purchaser(s) had properly excluded itself (themselves) from the Direct Purchaser Class (other than an Opt Out Plaintiff) prior to providethe expiration of the opt-out period prescribed by the Court, or agrees the pro rata share for that Provigil Direct Purchaser, as calculated pursuant to provide but fails paragraph 5(e), plus any accrued interest attributable to providethat pro rata share and less any taxes attributable to that pro rata share, documents or information requested by MDOR that are shall be returned to the Cephalon Defendants within Sephora’s possession and that would have caused MDOR to issue a larger Refund Amounteight (8) business days of the Settlement becoming final as provided for in paragraph 7. (c) Sephora agrees The Escrow Account shall be established and administered pursuant to providethe Escrow Agreement attached hereto as Exhibit D (the “Escrow Agreement”). It is intended that the Escrow Account be treated as a “qualified settlement fund” for federal income tax purposes pursuant to Treas. Reg. § 1.468B-1 and that any taxes due as a result of income earned by the Settlement Fund will be paid from the Settlement Fund. Except as otherwise expressly permitted by paragraph 3(d)(4) of the Escrow Agreement, the Escrow Agent shall disburse funds from the Escrow Account only pursuant to and consistent with the express terms of this Settlement Agreement, the Preliminary Approval Order, the Final Judgment and Order, the Escrow Agreement, and does provideas expressly authorized by any other applicable order of the Court. Interest earned by the Settlement Fund shall become part of the Settlement Fund, documents or information requested by MDOR, but provides less any taxes imposed on such documents or information after the time frame detailed in Paragraph 3.1.5(b) or (c) (as applicable) have elapsed, and Sephora’s tardiness in providing such documents or information causes MDOR to issue a smaller Refund Amount than it would have issued had Sephora provided such documents or information within the time frame detailed in Paragraph 3.1.5(b) or (c) (as applicable)interest. (d) MDOR reduces The Settlement Fund shall be available for distributions to members of the Refund Amount Direct Purchaser Class upon the Settlement becoming final pursuant to Mo. Rev. Stat. § 144.190.8 because under the meaning paragraph 7 of that statute Sephora has received a previous refund on “the same issue” as that raised this Settlement Agreement, subject to deductions for payments of: (1) reasonable attorneys’ fees, costs and expenses approved by the Refund Claim. 5.2.4 The following is a non-exclusive list of hypothetical reductions Court (and any interest awarded thereon); (2) any Court- approved incentive awards to the Refund Amount that the Parties agree would not be because of matters named Plaintiffs in this Direct Purchaser Class Action; (a3) MDOR reduces the Refund Amount because it calculates the applicable refund differently than Sephora did in its Refund Claim, regardless whether MDOR’s calculations are correct. (b) MDOR reduces the Refund Amount because it concludes that the applicable tax type or tax rates are different from those asserted to apply in the Refund Claim, regardless whether MDOR’s selected tax type or tax rates are correct. 5.2.5 If the Parties mutually agree that the amount that would be required for the Settlement Fund pursuant to Paragraph 5.2.1 is not enough money for the settlement to be cost-effective, then, notwithstanding Paragraph 5.2.1, the parties may negotiate a “dismissal accord” which, if agreed to, will modify this Agreement as follows: (a) Sephora will not be required to put any money whatsoever into taxes payable on the Settlement Fund; and (b4) any and all administrative and notice expenses associated with this litigation or the releases described Settlement. The total consideration that the Cephalon Defendants will pay for this Settlement shall be the Settlement Fund Amount only. No portion of the Settlement consideration shall constitute, or shall be construed as constituting, a payment in Paragraph 10.2 will take effect as if the Effective Date had occurred on the Refund Payment Date; (c) Plaintiff will move to voluntarily dismiss the Action with prejudice within thirty (30) days and will take all other actionslieu of treble damages, fines, penalties, punitive damages or forfeitures.

Settlement Fund. 5.1 All amounts required to be paid pursuant to this Agreement2. In consideration for the full and final release, includingsettlement, without limitation, Settlement Payments, Administrative Expensesand discharge of Released Plaintiff’s Claims and Released Defendants’ Claims, the Fee Award, and the Service Award, will be paid from a settlement fund (the “Settlement Fund”). 5.2 Within seven (7) business days after the Refund Payment Date, Sephora must establish the Settlement Fund, which it will do by establishing an escrow account with a reputable bank and transferring money into that escrow account. Upon its creation, the escrow account will be deemed to be the Settlement Fund and all references to the Settlement Fund in this Agreement will be deemed to be references to the escrow account unless context requires another meaning. Only Sephora will Parties have the right to instruct the bank regarding the escrow account and the money in it, but Sephora will not remove money from the escrow account except as permitted by this Agreement. The amount of money that Sephora must put into the escrow account will be the Refund Amount, pursuant to and subject agreed to the following terms: 5.2.1 Sephora will put the Refund Amount into the Settlement Fund. If the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) because of a matter or matters primarily within Sephora’s exclusive control, Sephora additionally will put into the Settlement Fund an amount of money equal to the amount by which the matter or matters primarily within Sephora’s exclusive control caused the Refund Amount to fall below One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46). If, on the other hand, the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) because of a matter or matters not primarily within Sephora’s exclusive control, Sephora will have no obligation to put any money into the Settlement Fund beyond the Refund Amount. 5.2.2 Unless either Party intends to attempt to seek further review of MDOR’s final decision on the Refund Amount pursuant to Paragraph 3.3 or 3.4: (a) if the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) then as soon as reasonably practicable after learning MDOR’s final decision on the Refund Amount, the Parties will confirm in writing their agreement upon the specific dollar amount that Sephora is or will be required to put into the Settlement Fund pursuant to Paragraph 5.2.1; or (b) if the Refund Amount is equal to or greater than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) then the Parties automatically will be deemed to have confirmed in writing their agreement, as of the date on which the last of them has learned of MDOR’s final decision on the Refund Amount, that Sephora is or will be required to put the entire Refund Amount into the Settlement Fund pursuant to Paragraph 5.2. 1. If the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46), the Parties will attempt to agree in good faith regarding whether a particular matter affecting the Refund Amount was primarily within Sephora’s exclusive control, but if they cannot agree, either Party may file a motion with the Court seeking an adjudication of this issue. All deadlines in this Settlement Agreement will be tolled from the date of filing of the motion until the date on which both Parties have received notice of the Court’s decision. 5.2.3 The following is a non-exclusive list of hypothetical reductions to the Refund Amount that the Parties agree would be because of matters primarily within Sephora’s exclusive control if they occurconsiderations: (a) MDOR reduces The Settlement Amount will be deposited by the Refund indemnitors and insurers for the Released Defendant Parties (other than JPMorgan) into the Account within fifteen (15) business days of the Scheduling Order being approved and entered by the Court, provided that Plaintiff’s Counsel has timely supplied Defendants’ Counsel with all necessary wiring/payment information, along with any other information reasonably requested to facilitate payment (including an IRS Form W-9, if requested). For avoidance of doubt, if Plaintiff’s Counsel does not provide the wiring/payment instructions in sufficient time for the deposits described in ¶2(a) to be made (i.e., at least five (5) business days before any payment would be due), neither Plaintiff nor Defendants shall have the right to withdraw from the Settlement as provided in subsection (d) of ¶31, provided that payment is made within five (5) business days upon receipt of the wiring/payment instructions. For the avoidance of doubt, the Settlement Amount to offset tax that Sephora owes to MDOR, whether or will not that tax is related to the Refund Claimbe paid by Defendants. (b) SephoraAll funds held in the Account shall be deemed and considered to be in custodia legis of the Court, without a reasonable basisand shall remain subject to the jurisdiction of the Court, refuses until such time as such funds shall be distributed pursuant to provide, or agrees to provide but fails to provide, documents or information requested by MDOR that are within Sephora’s possession and that would have caused MDOR to issue a larger Refund Amountthis Stipulation and/or further order(s) of the Court. (c) Sephora agrees The Settlement Fund shall be administered by the Administrator and the Escrow Agent and shall be used (i) to providepay all Administrative Costs; (ii) to pay any Fee and Expense Award; (iii) to pay any Taxes and Tax Expenses, and does provide(iv) following the payment of (i), documents or information requested by MDOR, but provides such documents or information after the time frame detailed in Paragraph 3.1.5(b) or (c) (as applicable) have elapsedii), and Sephora’s tardiness (iii) herein, for subsequent disbursement of the Net Settlement Fund to the Settlement Payment Recipients as provided in providing such documents or information causes MDOR to issue a smaller Refund Amount than it would have issued had Sephora provided such documents or information within Section C herein and the time frame detailed in Paragraph 3.1.5(b) or (c) (Plan of Allocation as applicable)approved by the Court. (d) MDOR reduces Notwithstanding the Refund Amount pursuant to Mo. Rev. Stat. § 144.190.8 because under fact that the meaning Effective Date of that statute Sephora the Settlement has received a previous refund on “not yet occurred, Plaintiff’s Counsel may pay from the same issue” as that raised by Settlement Fund, without further approval from Defendants and/or order of the Refund Claim. 5.2.4 The following is a non-exclusive list of hypothetical reductions Court, all reasonable costs and expenses actually incurred in connection with Administrative Costs, up to the Refund Amount that sum of $350,000. Before the Parties agree would not Effective Date, all such Administrative Costs in excess of $350,000 may be because paid from the Settlement Fund only with prior approval of matters (a) MDOR reduces the Refund Amount because it calculates Court. After the applicable refund differently than Sephora did in its Refund ClaimEffective Date, regardless whether MDOR’s calculations are correctAdministrative Costs may be paid as incurred, without approval of Defendants or further order of the Court. (be) MDOR reduces Apart from the Refund Amount because it concludes that the applicable tax type or tax rates are different from those asserted to apply in the Refund Claim, regardless whether MDOR’s selected tax type or tax rates are correct. 5.2.5 If the Parties mutually agree that the amount that would be required for payment of the Settlement Fund pursuant Amount in accordance with Section C and the Plan of Allocation as approved by the Court, Released Defendant Parties shall have no monetary obligation to Paragraph 5.2.1 is not enough money for Plaintiff or the settlement to be cost-effectiveClass Members or Plaintiff’s Counsel under this Settlement. For the avoidance of doubt, then, notwithstanding Paragraph 5.2.1neither Plaintiff, the parties may negotiate Class Members, nor Plaintiff’s Counsel shall seek any other relief as a “dismissal accord” whichcondition of the Settlement, if agreed toand the Released Defendant Parties shall have no other obligations, will modify this Agreement as follows: (a) Sephora will not be required to put any money whatsoever into liabilities, or responsibilities in connection with the Settlement, the Settlement Fund; (b) , or the releases described in Paragraph 10.2 will take effect Action, except as if the Effective Date had occurred on the Refund Payment Date; (c) Plaintiff will move to voluntarily dismiss the Action with prejudice within thirty (30) days and will take all other actionsspecifically set forth herein.

Settlement Fund. 5.1 All amounts required to be paid The Defendants shall pay a total of $40 million in settlement if the Agreement gains final approval and all other contingencies pursuant to this Agreement, including, without limitation, Settlement Payments, Administrative Expenses, Paragraph H below (the Fee Award, “Final Order and the Service Award, will be paid from a settlement fund Final Judgment”) are met (the “Settlement FundAmount”). 5.2 Within seven . This Settlement Amount includes all sums to be paid under this Agreement for (71) business costs associated with class notice and settlement administration; (2) consideration to eligible Class Members who do not opt out, (3) the class representative service awards; and (4) attorneys’ fees and costs awarded by the Court to Class Counsel. In the event of preliminary approval, the Defendants shall, within fourteen (14) days of entry of the Preliminary Approval Order, disburse to the mutually agreeable, Court-appointed settlement administrator BrownGreer PLC (the “Settlement Administrator”) a sum sufficient to cover the costs of class notice and settlement administration and not to exceed $250,000. In the event of final approval, the Defendants shall, within fourteen (14) days after the Refund Payment Date, Sephora must establish settlement becomes “Final,” disburse the remainder of the Settlement Fund, which it will do by establishing an escrow account with a reputable bank and transferring money into that escrow account. Upon its creation, the escrow account will be deemed to be the Settlement Fund and all references Amount to the Settlement Fund Administrator for distribution in this Agreement will be deemed to be references to accordance with the escrow account unless context requires another meaning. Only Sephora will have the right to instruct the bank regarding the escrow account and the money in it, but Sephora will not remove money from the escrow account except as permitted by terms of this Agreement. The amount Settlement shall be deemed “Final” one (1) business day after all of money that Sephora must put into the escrow account will be the Refund Amount, pursuant to and subject to the following terms: 5.2.1 Sephora will put the Refund Amount into the Settlement Fund. If the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) because of a matter or matters primarily within Sephora’s exclusive control, Sephora additionally will put into the Settlement Fund an amount of money equal to the amount by which the matter or matters primarily within Sephora’s exclusive control caused the Refund Amount to fall below One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46). If, on the other hand, the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) because of a matter or matters not primarily within Sephora’s exclusive control, Sephora will conditions have no obligation to put any money into the Settlement Fund beyond the Refund Amount. 5.2.2 Unless either Party intends to attempt to seek further review of MDOR’s final decision on the Refund Amount pursuant to Paragraph 3.3 or 3.4been satisfied: (a) the Final Order and Final Judgment have been entered; and (b)(i) if reconsideration and/or appellate review is not sought from the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars Final Order and Forty-Six Cents ($1,765,108.46) then as soon as reasonably practicable after learning MDOR’s final decision on the Refund AmountFinal Judgment, the Parties will confirm in writing their agreement upon expiration of the specific dollar amount that Sephora is time for the filing or will be required to put into the Settlement Fund pursuant to Paragraph 5.2.1noticing of any motion for reconsideration, appeal, and/or petition; or (bb)(ii) if reconsideration and/or appellate review is sought from the Refund Amount is equal to or greater than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents Final Order and/or Final Judgment: ($1,765,108.46A) then the Parties automatically will be deemed to have confirmed in writing their agreement, as of the date on which the last of them has learned of MDOR’s final decision on the Refund AmountFinal Order and/or Final Judgment are affirmed and are no longer subject to judicial review, that Sephora is or will be required to put the entire Refund Amount into the Settlement Fund pursuant to Paragraph 5.2. 1. If the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46), the Parties will attempt to agree in good faith regarding whether a particular matter affecting the Refund Amount was primarily within Sephora’s exclusive control, but if they cannot agree, either Party may file a motion with the Court seeking an adjudication of this issue. All deadlines in this Settlement Agreement will be tolled from the date of filing of the motion until B) the date on which both Parties have received notice of the Court’s decision. 5.2.3 The following is a non-exclusive list of hypothetical reductions to the Refund Amount that the Parties agree would be because of matters primarily within Sephora’s exclusive control if they occur: (a) MDOR reduces the Refund Amount to offset tax that Sephora owes to MDORmotion for reconsideration, whether or not that tax is related to the Refund Claim. (b) Sephora, without a reasonable basis, refuses to provideappeal, or agrees to provide but fails to provide, documents petition is dismissed or information requested by MDOR that denied and the Final Order and/or Final Judgment are within Sephora’s possession and that would have caused MDOR to issue a larger Refund Amount. (c) Sephora agrees to provide, and does provide, documents or information requested by MDOR, but provides such documents or information after the time frame detailed in Paragraph 3.1.5(b) or (c) (as applicable) have elapsed, and Sephora’s tardiness in providing such documents or information causes MDOR to issue a smaller Refund Amount than it would have issued had Sephora provided such documents or information within the time frame detailed in Paragraph 3.1.5(b) or (c) (as applicable). (d) MDOR reduces the Refund Amount pursuant to Mo. Rev. Stat. § 144.190.8 because under the meaning of that statute Sephora has received a previous refund on “the same issue” as that raised by the Refund Claim. 5.2.4 The following is a non-exclusive list of hypothetical reductions to the Refund Amount that the Parties agree would not be because of matters (a) MDOR reduces the Refund Amount because it calculates the applicable refund differently than Sephora did in its Refund Claim, regardless whether MDOR’s calculations are correct. (b) MDOR reduces the Refund Amount because it concludes that the applicable tax type or tax rates are different from those asserted to apply in the Refund Claim, regardless whether MDOR’s selected tax type or tax rates are correct. 5.2.5 If the Parties mutually agree that the amount that would be required for the Settlement Fund pursuant to Paragraph 5.2.1 is not enough money for the settlement to be cost-effective, then, notwithstanding Paragraph 5.2.1, the parties may negotiate a “dismissal accord” which, if agreed to, will modify this Agreement as follows: (a) Sephora will not be required to put any money whatsoever into the Settlement Fund; (b) the releases described in Paragraph 10.2 will take effect as if the Effective Date had occurred on the Refund Payment Date; (c) Plaintiff will move to voluntarily dismiss the Action with prejudice within thirty (30) days and will take all other actionsno

Settlement Fund. 5.1 All 7.1. Except as may otherwise be provided herein, all amounts required due and owing by each Settling Defendant under this Agreement shall be paid when due into the Settlement Fund to be paid pursuant allocated and distributed to Settlement Class members (and/or FLETXXXX Xxxtlement Class members) and Settling States in accordance with this Agreement (and/or the FLETXXXX Settlement Agreement, including, without limitation, ) and the Attorneys General Settlement Payments, Administrative ExpensesAgreement. In the event that the Settling States and Settlement Class Counsel (and/or FLETXXXX Xxxss Counsel) cannot agree to an equitable allocation of the Settlement Fund between the Settling States and the Settlement Class (and/or the FLETXXXX Xxxtlement Class), the Fee AwardSettling States and Settlement Class Counsel (and/or FLETXXXX Xxxss Counsel) shall seek to agree on the selection of an Arbitrator to determine such allocation. In the event that the Settling States and Settlement Class Counsel (and/or FLETXXXX Xxxss Counsel) cannot agree on the selection of an Arbitrator, the Settling States and Settlement Class Counsel (and/or FLETXXXX Xxxss Counsel) will petition the Service Award, Court to determine such allocation; it being understood that some portion of the Settlement Fund will be paid from a settlement fund (the “Settlement Fund”)allocated to counter-market advertising. 5.2 Within seven (7) business days after the Refund Payment Date, Sephora must establish the Settlement Fund, which it will do by establishing an escrow account with a reputable bank and transferring money into that escrow account7.2. Upon its creation, the escrow account will be deemed to be Settling Defendants shall have no interest in or responsibility for allocations or distributions from the Settlement Fund and all references to do not guarantee any earnings or insure against any losses from any portion of the Settlement Fund assets that may be maintained or administered as provided in this Agreement will be deemed to be references Section 7.1 above. 7.3. Subject to the escrow account unless context requires another meaning. Only Sephora will have the right to instruct the bank regarding the escrow account and the money in it, but Sephora will not remove money from the escrow account except as permitted by terms of this Agreement. The amount of money that Sephora must put into the escrow account will be the Refund Amount, pursuant to and subject to Liggxxx xxxll make the following termspayments: 5.2.1 Sephora will put the Refund Amount into the Settlement Fund7.3.1. If the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents (An initial payment of $1,765,108.46) because of a matter or matters primarily within Sephora’s exclusive control, Sephora additionally will put into the Settlement Fund an amount of money equal to the amount by which the matter or matters primarily within Sephora’s exclusive control caused the Refund Amount to fall below One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46). If, on the other hand, the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) because of a matter or matters not primarily within Sephora’s exclusive control, Sephora will have no obligation to put any money into the Settlement Fund beyond the Refund Amount. 5.2.2 Unless either Party intends to attempt to seek further review of MDOR’s final decision on the Refund Amount pursuant to Paragraph 3.3 or 3.4: (a) if the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) then as soon as reasonably practicable after learning MDOR’s final decision on the Refund Amount, the Parties will confirm in writing their agreement upon the specific dollar amount that Sephora is or will be required to put into the Settlement Fund pursuant to Paragraph 5.2.1; or (b) if the Refund Amount is equal to or greater than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) then the Parties automatically will be deemed to have confirmed in writing their agreement, as of the date on which the last of them has learned of MDOR’s final decision on the Refund Amount, that Sephora is or will be required to put the entire Refund Amount into the Settlement Fund pursuant to Paragraph 5.2. 1. If the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46), the Parties will attempt to agree in good faith regarding whether a particular matter affecting the Refund Amount was primarily within Sephora’s exclusive control, but if they cannot agree, either Party may file a motion with the Court seeking an adjudication of this issue. All deadlines in this Settlement Agreement will be tolled 25 million due 120 days from the date of filing of the motion until the date on which both Parties have received notice of the Court’s decision.a Future Affiliate Transaction; and 5.2.3 The following is a non-exclusive list of hypothetical reductions 7.3.2. Subject to the Refund Amount that the Parties agree would be because provisions of matters primarily within Sephora’s exclusive control if they occur: (a) MDOR reduces the Refund Amount Sections 7.7 - 7.9, payments, each equivalent to offset tax that Sephora owes to MDOR25% of Liggxxx'x Xxxtax Income, whether or not that tax is related to the Refund Claim. (b) Sephora, without a reasonable basis, refuses to provide, or agrees to provide but fails to provide, documents or information requested by MDOR that are within Sephora’s possession and that would have caused MDOR to issue a larger Refund Amount. (c) Sephora agrees to provide, and does provide, documents or information requested by MDOR, but provides such documents or information due 120 days after the time frame detailed in Paragraph 3.1.5(b) or (c) (as applicable) have elapsed, and Sephora’s tardiness in providing such documents or information causes MDOR to issue a smaller Refund Amount than it would have issued had Sephora provided such documents or information within the time frame detailed in Paragraph 3.1.5(b) or (c) (as applicable). (d) MDOR reduces the Refund Amount pursuant to Mo. Rev. Stat. § 144.190.8 because under the meaning end of that statute Sephora has received a previous refund on “the same issue” as that raised by the Refund Claim. 5.2.4 The following is a non-exclusive list of hypothetical reductions to the Refund Amount that the Parties agree would not be because of matters (a) MDOR reduces the Refund Amount because it calculates the applicable refund differently than Sephora did in its Refund Claim, regardless whether MDOR’s calculations are correct. (b) MDOR reduces the Refund Amount because it concludes that the applicable tax type or tax rates are different from those asserted to apply in the Refund Claim, regardless whether MDOR’s selected tax type or tax rates are correct. 5.2.5 If the Parties mutually agree that the amount that would be required for the Settlement Fund pursuant to Paragraph 5.2.1 is not enough money for the settlement to be cost-effective, then, notwithstanding Paragraph 5.2.1, the parties may negotiate a “dismissal accord” which, if agreed to, will modify this Agreement as follows: (a) Sephora will not be required to put any money whatsoever into the Settlement Fund; (b) the releases described in Paragraph 10.2 will take effect as if the Effective Date had occurred on the Refund Payment Date; (c) Plaintiff will move to voluntarily dismiss the Action with prejudice within thirty (30) days and will take all other actionseach fiscal year of

Settlement Fund. 5.1 All amounts required (a) Subject to the terms and conditions of this Settlement Agreement and the Escrow Agreement (as defined below), within ten (10) business days after (i) receipt by Teva of fully-executed copies of this Settlement Agreement and the Escrow Agreement and (ii) entry by the Court of the Preliminary Approval Order without material change, Teva shall deposit the Settlement Fund Amount (as defined below) into an escrow account (the “Escrow Account”) held and administered by Xxxxxx Claims Administration LLC (the “Escrow Agent”). The Settlement Fund Amount shall be paid pursuant to this Agreement, including, without limitation, Twenty Four Million Dollars and no/100 ($24,000,000.00). The Settlement Payments, Administrative ExpensesFund Amount settles the claims of all three plaintiffs groups (the Direct Purchaser Class, the Fee AwardIndividual Retailer Plaintiffs, and the Service AwardEnd-Payor Class) against Teva, and shall be allocated amongst the three plaintiffs groups as set forth in paragraph 5(c) below. The Settlement Fund Amount deposited by Teva into the Escrow Account and any accrued interest shall be referred to as the “Settlement Fund.” (b) The Escrow Account shall be established and administered pursuant to the escrow agreement attached hereto as Exhibit E (the “Escrow Agreement”). It is intended that the Escrow Account be treated as a “qualified settlement fund” for federal income tax purposes pursuant to Treas. Reg. § 1.468B-1 and that any taxes due as a result of income earned by the Settlement Fund will be paid from a settlement fund (the “Settlement Fund”). 5.2 Within seven (7) business days after the Refund Payment Date, Sephora must establish the Settlement Fund, which it will do by establishing an escrow account with a reputable bank and transferring money into that escrow account. Upon its creation, the escrow account will be deemed to be the Settlement Fund and all references to the Settlement Fund in this Agreement will be deemed to be references to the escrow account unless context requires another meaning. Only Sephora will have the right to instruct the bank regarding the escrow account and the money in it, but Sephora will not remove money from the escrow account except as permitted by this Agreement. The amount of money that Sephora must put into the escrow account will be the Refund Amount, pursuant to and subject to the following terms: 5.2.1 Sephora will put the Refund Amount into the Settlement Fund. If Except as otherwise expressly permitted by paragraph 3(d)(4) of the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars Escrow Agreement, the Escrow Agent shall disburse funds from the Escrow Account only pursuant to and Forty-Six Cents ($1,765,108.46) because consistent with the express terms of a matter or matters primarily within Sephorathis Settlement Agreement, Teva’s exclusive controlsettlement agreements with the Direct Purchaser Class and Individual Retailer Plaintiffs,3 the Preliminary Approval Order, Sephora additionally will put into the Final Judgment and Order, the Escrow Agreement, and as expressly authorized by any other applicable order of the Court. Interest earned by the Settlement Fund an amount of money equal to shall be for the amount by which the matter or matters primarily within Sephora’s exclusive control caused the Refund Amount to fall below One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46). If, on the other hand, the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) because of a matter or matters not primarily within Sephora’s exclusive control, Sephora will have no obligation to put any money into the Settlement Fund beyond the Refund Amount. 5.2.2 Unless either Party intends to attempt to seek further review of MDOR’s final decision on the Refund Amount pursuant to Paragraph 3.3 or 3.4: (a) if the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) then as soon as reasonably practicable after learning MDOR’s final decision on the Refund Amount, the Parties will confirm in writing their agreement upon the specific dollar amount that Sephora is or will be required to put into the Settlement Fund pursuant to Paragraph 5.2.1; or (b) if the Refund Amount is equal to or greater than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46) then the Parties automatically will be deemed to have confirmed in writing their agreement, as benefit of the date Direct Purchaser Class, End-Payor Class, and Individual Retailer Plaintiffs, less any taxes imposed on which the last of them has learned of MDOR’s final decision on the Refund Amount, that Sephora is or will be required to put the entire Refund Amount into the Settlement Fund pursuant to Paragraph 5.2. 1. If the Refund Amount is less than One Million Seven Hundred Sixty-Five Thousand One Hundred Eight Dollars and Forty-Six Cents ($1,765,108.46), the Parties will attempt to agree in good faith regarding whether a particular matter affecting the Refund Amount was primarily within Sephora’s exclusive control, but if they cannot agree, either Party may file a motion with the Court seeking an adjudication of this issue. All deadlines in this Settlement Agreement will be tolled from the date of filing of the motion until the date on which both Parties have received notice of the Court’s decision. 5.2.3 The following is a non-exclusive list of hypothetical reductions to the Refund Amount that the Parties agree would be because of matters primarily within Sephora’s exclusive control if they occur: (a) MDOR reduces the Refund Amount to offset tax that Sephora owes to MDOR, whether or not that tax is related to the Refund Claim. (b) Sephora, without a reasonable basis, refuses to provide, or agrees to provide but fails to provide, documents or information requested by MDOR that are within Sephora’s possession and that would have caused MDOR to issue a larger Refund Amountsuch interest. (c) Sephora agrees The Settlement Fund, together with any interest earned thereon, shall be available for (1) the costs and expenses incurred by counsel for the End-Payor Class (including but not limited to providethe costs of notice previously distributed pursuant to Court Order dated December 3, 2013, ECF No. 573), Direct Purchaser Class, and does provideIndividual Retailer Plaintiffs in the MDL Action, documents or information requested as approved by MDORthe Court through trial; (2) any costs and expenses, but provides such documents or information after not in excess of Two Million Dollars and no/100 ($2,000,000.00), incurred by counsel for the time frame detailed in Paragraph 3.1.5(b) or (c) (as applicable) have elapsedEnd- Payor Class, Direct Purchaser Class, and Sephora’s tardiness Individual Retailer Plaintiffs in providing such documents or information causes MDOR to issue a smaller Refund Amount than it would have issued had Sephora provided such documents or information within the time frame detailed in Paragraph 3.1.5(b) or (c) (as applicable). (d) MDOR reduces the Refund Amount pursuant to Mo. Rev. Stat. § 144.190.8 because under the meaning continuing their litigation against AstraZeneca and/or Ranbaxy, including, inter alia, any costs incurred during retrial of that statute Sephora has received a previous refund on “the same issue” as that raised by the Refund Claim. 5.2.4 The following is a non-exclusive list of hypothetical reductions to the Refund Amount that the Parties agree would not be because of matters (a) MDOR reduces the Refund Amount because it calculates the applicable refund differently than Sephora did in its Refund ClaimPlaintiffs’ claims against AstraZeneca and/or Ranbaxy, regardless whether MDOR’s calculations are correct. (b) MDOR reduces the Refund Amount because it concludes that the applicable tax type or tax rates are different from those asserted to apply in the Refund Claim, regardless whether MDOR’s selected tax type event the Court grants a retrial against AstraZeneca and Ranbaxy; and/or for an appeal of the judgment (or tax rates are correct. 5.2.5 If the Parties mutually agree that the amount that would be required for the Settlement Fund pursuant to Paragraph 5.2.1 is not enough money for the settlement to be cost-effective, then, notwithstanding Paragraph 5.2.1, the parties may negotiate a “dismissal accord” which, if agreed to, will modify this Agreement as follows: any part thereof) of Plaintiffs’ claims against AstraZeneca and Ranbaxy; (a3) Sephora will not be required to put any money whatsoever into taxable costs; (4) taxes payable on the Settlement Fund; (5) any and all administrative and notice expenses associated with this litigation or the Settlement; and (6) the remainder of the Settlement Fund, if any, shall be allocated (a) in the amount of One Million Dollars and no/100 ($1,000,000.00) to the End- Payor Class, (b) with 61% of the releases described balance of the Settlement Fund to be allocated to the Direct Purchaser Class and 39% of that balance to the Individual Retailer Plaintiffs. The $1 million End-Payor allocation is in Paragraph 10.2 will take effect recognition of both (1) its disproportionately large notice costs and (2) 3 The terms of Teva’s settlement agreements with the Direct Purchaser Class and Individual Retailer Plaintiffs mirror the terms of this Settlement Agreement. the opinion of End-Payor Class counsel that a proportionate allocation to the End-Payor Class would not result in the distribution of any funds to End-Payor Class members because the costs of distribution would exceed or be grossly disproportionate to the amount that could potentially be distributed should there be no further recoveries in the MDL Action. End-Payor class counsel may seek distribution of the $1 million plus interest as if a cy pres award as directed by the Effective Date had occurred on Court. No portion of the Refund Payment Date; (c) Plaintiff will move to voluntarily dismiss the Action with prejudice within thirty (30) days and will take all other actionsSettlement consideration shall constitute, or shall be construed as constituting, a payment in lieu of treble damages, fines, penalties, punitive damages, or forfeitures.