Common use of Settlement Funds Clause in Contracts

Settlement Funds. (A) Subject to the Walk Away Right, as set forth in Article V, Takeda shall pay funds in the aggregate amount of $2,370,000,000, and, in the event that the Overall Participation rate as set forth in Section 5.02(B)(1) above exceeds ninety seven percent (97%) of all Eligible Enrollees, Takeda shall pay an additional amount of $30,000,000 (the “Settlement Funds”). The Settlement Funds shall be deposited into the QSF as follows: 1. Within thirty (30) days after the Claims Administrator has made the Estimated Points Valuation, Takeda shall deposit into the QSF such funds as are necessary for the payment of Interim Payments pursuant to Section 7.01; and 2. Within thirty (30) days after the Claims Administrator has made the Claims Administrator’s Final Points Valuation, Takeda shall deposit into the QSF the remaining balance of the Settlement Funds, after deducting any funds previously deposited by Takeda into the QSF following the Estimated Points Valuation for the payment of Interim Payments under paragraph 10.01(A)1 above. For the avoidance of doubt, under no circumstances shall Takeda or any other Defendant be obligated for the payment of any monies more than the aggregate amount of $2,370,000,000 in the event of an Overall Participation rate of up to 97%, except that, if the Overall Participation rate exceeds 97%, an additional $30,000,000 shall be payable, for a total aggregate amount of $2,400,000,000, as set forth above, nor for any additional monies associated with the Program (including but not limited to additional monies for EI Payments, attorneys’ fees or expenses, or Common Benefit Fund payments), with the exception of the payment obligations relating to Administration Expenses set forth in Section 10.05 (E) and any expenses for audits and appeals, where applicable, as explicitly provided for in Sections 8.05(A) and 9.05. (B) The PSRC agree that the amount of the Settlement Funds is fair and reasonable under the circumstances. (C) Any term of this Agreement, or of the Qualified Settlement Fund Agreement, to the contrary notwithstanding, in no event shall Takeda have any obligation to make payment of the Settlement Funds into the Qualified Settlement Fund unless and until (i) the Qualified Settlement Fund shall have been duly approved by the MDL Court, and (ii) the Effective Date shall have occurred. No Settlement Payments shall be made pursuant to Article VII unless and until Takeda’s Walk Away Right as set forth in Article V has expired without being exercised. (D) Any term of this Agreement, or of the Qualified Settlement Fund Agreement, to the contrary notwithstanding, neither the PSRC, the Program Participants, the Special Master, the Claims Administrator, the QSF Administrator, nor any other Person is entitled under this Agreement or the Qualified Settlement Fund Agreement to collect any amount from any of the Defendants or any other Released Persons other than from Takeda pursuant to Takeda’s express obligations to make payments into the Qualified Settlement Fund, to pay Administrative Expenses, and to pay any expenses relating to motions, appeals, or audit(s), as dictated by this Agreement. For the avoidance of doubt, neither Takeda nor any other Released Persons shall have any obligation to pay (or to make any payment on account of), or reimburse, any Persons for any attorneys’ fees or costs or expenses incurred by any Claimant in connection with the Program. Released Persons also shall have no responsibility for the management of the Qualified Settlement Fund or any Liability to any Persons arising from the handling of Claim Packages by the Claims Administrator.

Settlement Funds. (A) Subject to the Walk Away Right, as set forth in Article V, Takeda Daiichi Sankyo, or its designee(s), shall pay funds on behalf of Daiichi Sankyo and Forest in the aggregate amount of $2,370,000,000, and, in the event that the Overall Participation rate as set forth in Section 5.02(B)(1) above exceeds ninety seven percent (97%) of all Eligible Enrollees, Takeda shall pay an additional amount of $30,000,000 300,000,000 (the “Settlement Funds”). The Settlement Funds ) in accordance with the following schedule: $100,000,000 shall be deposited into the QSF as follows: 1. Within within thirty (30) days after the Claims Administrator has given notice to the QSF Administrator of the total amount of Settlement Payment(s) to be made the Estimated Points Valuationto each Qualifying Program Claimant, Takeda as set forth in Section 7.04; $110,000,000 shall deposit be deposited into the QSF such funds as are necessary for the payment of Interim Payments pursuant to Section 7.01; and 2. Within thirty within sixty (3060) days after the Claims Administrator has given notice to the QSF Administrator of the total amount of Settlement Payment(s) to be made to each Qualifying Program Claimant; and the Claims Administrator’s Final Points Valuationremainder of the $300 million aggregate amount, Takeda shall deposit minus any amounts that have already been deposited into the QSF or paid directly to the remaining balance Claims Administrator by or on behalf of the Settlement FundsDaiichi Sankyo and Forest, after deducting any funds previously shall be deposited by Takeda into the QSF following within ninety (90) days after the Estimated Points Valuation for the payment of Interim Payments under paragraph 10.01(A)1 aboveClaims Administrator has given such notice (“Final Funding Date”). For the avoidance of doubt, under no circumstances shall Takeda Daiichi Sankyo, Forest, any other Defendant, or any other Defendant Released Persons, be obligated for the payment of any monies more than the aggregate amount of $2,370,000,000 in the event of an Overall Participation rate of up to 97%, except that, if the Overall Participation rate exceeds 97%, an additional $30,000,000 shall be payable, for a total aggregate amount of $2,400,000,000, as set forth above, 300,000,000 nor for any additional monies associated with the Program (including but not limited to additional monies for EI Payments, attorneys’ fees or expenses, or Common Benefit Fund paymentscommon benefit attorneys’ fees or expenses), with the exception of the payment obligations relating to Administration Expenses set forth in Section 10.05 (E) and of any expenses for audits and appealsappeals thereto, where applicable, as explicitly provided for in Sections 8.05(A) and 9.05. (B) The PSRC PNC agree that the amount of the Settlement Funds is fair and reasonable under the circumstances. (C) Any term of this Agreement, or of the Qualified Settlement Fund Agreement, to the contrary notwithstanding, in no event shall Takeda Daiichi Sankyo, Forest, any other Defendant, or any other Released Persons have any obligation to make payment of the Settlement Funds into the Qualified Settlement Fund unless and until (i) the Qualified Settlement Fund shall have been duly approved by the MDL Court, and (ii) the Effective Date shall have occurred. No Settlement Payments shall be made pursuant to Article VII unless and until TakedaDaiichi Sankyo’s Walk Away Right as set forth in Article V has expired without being exercised. (D) Any term of this Agreement, or of the Qualified Settlement Fund Agreement, to the contrary notwithstanding, neither the PSRCPNC, the Program Participants, the Special Master, the Claims Administrator, the QSF Administrator, nor any other Person is entitled under this Agreement or the Qualified Settlement Fund Agreement to collect any amount from any of the Defendants or any other Released Persons other than from Takeda Daiichi Sankyo pursuant to TakedaDaiichi Sankyo’s express obligations to make payments into the Qualified Settlement Fund, to pay Administrative ExpensesExpenses (under Section 5.03, if applicable), and to pay any expenses relating to motions, appeals, or audit(s), as dictated by this Agreement. For the avoidance of doubt, neither Takeda Daiichi Sankyo, Forest, the Insurers, any other Defendant nor any other Released Persons shall have any obligation to pay (or to make any payment on account of), or reimburse, any Persons for any attorneys’ fees or costs, common benefit fees and costs or expenses incurred by any Claimant in connection with the Program. Released Persons also shall have no responsibility for the management of the Qualified Settlement Fund or any Liability to any Persons arising from the handling of Claim Packages by the Claims Administrator.any