Common use of Motion for Preliminary Approval of the Settlement Clause in Contracts

Motion for Preliminary Approval of the Settlement. The parties may disclose the fact that they have entered a settlement agreement as reasonably necessary, however, the parties agree not to disclose to any other person or entity, including but not limited to any other plaintiff or defendant in the Action, the terms of this Settlement until the Settlement Agreement is submitted to the Court for preliminary approval, unless required by law or regulation or agreed to in writing by the Settling Parties. As soon as is possible and in no event later than 30 business days after the date of this Settlement Agreement, Lead Counsel and Settlement Class Counsel shall submit to the Court, and Settling Defendant shall assent to and will assist as necessary, a motion preliminarily approving the Settlement, including, as part of that motion, a motion to require non-settling defendants to provide, confidentially, the names and addresses of its direct purchaser customers that purchased the Named Generic Drugs during the Settlement Class Period to assist in the provision of notice of this Settlement to Settlement Class members upon preliminary approval, and authorizing dissemination of Notice to the Settlement Class, and seeking entry of an Order Preliminarily Approving Class Settlement. Settling Defendant shall have the opportunity to review and approve the preliminary approval motion and exhibits before the motion is filed. The motion shall: a. Request preliminary approval of the Settlement set forth in this Settlement Agreement as fair, reasonable, and adequate, and in the best interests of the Settlement Class, pursuant to Fed. R. Civ. P. Rule 23; b. Request a stay of all proceedings in the Action on behalf of Settling Direct Purchaser Plaintiffs and the Settlement Class against Settling Defendant only, except those proceedings provided for or required by this Settlement Agreement. Provided, however, that counsel for the Settling Plaintiffs may continue to participate in discovery including depositions relating to the Settling Defendant pursued by other plaintiffs in the Action, but Settlement Class Counsel shall not act as lead examiner in any such depositions. c. Request approval of the notice plan, providing for direct mail notice to all members of the Settlement Class who can reasonably be determined, and a publication notice, as needed; and d. Seek a schedule for a hearing by the Court after the notice period has expired to finally approve the Settlement and Settlement Class Counsel’s application for an award of attorney fees, reimbursement of expenses, and service award to the Settling Plaintiffs.

Motion for Preliminary Approval of the Settlement. The parties may disclose Within fourteen (14) days of the fact that they have entered a settlement agreement as reasonably necessary, however, the parties agree not to disclose to any other person or entity, including but not limited to any other plaintiff or defendant in the Action, the terms execution of this Settlement until the Settlement Agreement is submitted to the Court for preliminary approvalby all parties, unless required by law or regulation or agreed to in writing by the Settling Parties. As soon as is possible and in no event later than 30 business days after the date of this Settlement Agreement, Lead Counsel and Settlement Class Counsel Plaintiffs shall submit to the Court, and Settling Defendant shall assent to and will assist as necessary, file a motion preliminarily approving the Settlement, including, as part of that motion, a motion to require non-settling defendants to provide, confidentially, the names and addresses of its direct purchaser customers that purchased the Named Generic Drugs during the Settlement Class Period to assist in the provision of notice of this Settlement to Settlement Class members upon preliminary approval, and authorizing dissemination of Notice to the Settlement Class, and seeking entry of an Order Preliminarily Approving Class Settlement. Settling Defendant shall have the opportunity to review and approve the preliminary approval motion and exhibits before the motion is filed. The motion shall: a. Request requesting preliminary approval of the Settlement set forth in this and authorizing dissemination of notice to the Proposed Settlement Agreement Class. The motion for preliminary approval shall include a proposed form of order that shall specifically: 3.1. seek a determination that certification of the Proposed Settlement Class solely for settlement purposes under Fed. R. Civ. P. 23(a) and 23(b)(3) is likely; 3.2. seek a determination that the Court is likely to approve the Settlement as fair, reasonable, and adequate, and in adequate within the best interests meaning of the Settlement Class, pursuant to Fed. R. Civ. P. Rule 2323(e)(2); 3.3. seek appointment of Class Plaintiffs as representatives of the Proposed Settlement Class; 3.4. seek appointment of Co-Lead Counsel to represent the Proposed Settlement Class under Fed. R. Civ. P. 23(g); 3.5. find that dissemination of notice to the Proposed Settlement Class is warranted; 3.6. seek approval for a proposed plan of notice that complies with Rule 23 and due process, and seek approval of short- and long-form notices, which shall: a. require any Proposed Settlement Class Member that wishes to seek exclusion from the Proposed Settlement Class to submit, within the Opt-Out Period ordered by the Court, a certification reflecting the total dollar amount of brand and generic Xyrem for which it paid, purchased, or reimbursed during the Class Period in the Class States, and itemized, transaction-by-transaction data relating to same; and b. Request require a separate exclusion for each Proposed Settlement Class Member. Any entity that submits a request to opt out a Proposed Settlement Class Member from the Proposed Settlement Class must (1) provide the information required in Paragraph 3.6.a for each such Proposed Settlement Class Member and (2) provide a declaration or other similar statement from each Proposed Settlement Class Member executed specifically in connection with this Settlement, attesting to the entity’s authority to opt the Proposed Settlement Class Member out of the Proposed Settlement Class; 3.7. propose and seek a period of no more than thirty (30) calendar days to complete dissemination of the notice to the Proposed Settlement Class (the “Notice Period”); 3.8. propose and seek an Opt-Out Period of no more than forty-five (45) calendar days, which deadline shall be set forth in the Notice; 3.9. seek appointment of a qualified Claims Administrator; 3.10. seek appointment of a qualified Escrow Agent; 3.11. seek approval of a stay of all proceedings in the Action on behalf of Settling Direct Purchaser as to Class Plaintiffs and Jazz and the Settlement Class against Settling Defendant only, except those proceedings provided for or required by this Settlement AgreementJazz Affiliate Defendants until the Effective Date; 3.12. Provided, however, that counsel for the Settling Plaintiffs may continue to participate in discovery including depositions relating to the Settling Defendant pursued by other plaintiffs in the Action, but Settlement Class Counsel shall not act as lead examiner in any such depositions. c. Request seek approval of the notice plan, providing for direct mail notice to all members Plan of Allocation; 3.13. provide that if final approval of the Settlement Class who can reasonably is not obtained, the Settlement shall be determined, null and a publication notice, as neededvoid and the parties will revert to their positions ex ante without prejudice to their claims or defenses; 3.14. provide notice of the Court’s set-aside order (ECF 642); and d. Seek a schedule for 3.15. requesting the Court to set dates for: a. a hearing by the Court fourteen (14) calendar days after the notice period has expired filing of the motion provided for in Paragraph 17.3 below to finally approve the Settlement and Settlement Class Counsel’s application address Potential Opt-Outs; b. a motion for an award of attorney fees, reimbursement of expenses, and service award to the Settling Plaintiffsfinal approval; and c. a fairness hearing.

Motion for Preliminary Approval of the Settlement. The parties may disclose the fact that they have entered a settlement agreement as reasonably necessary, however, the parties agree not to disclose to any other person or entity, including but not limited to any other plaintiff or defendant in the Action, the terms of this Settlement until the Settlement Agreement is submitted to the Court for preliminary approval, unless required by law or regulation or agreed to in writing by the Settling Parties. As soon as is possible and in no event later than 30 business days after the date of this Settlement Agreement, Lead Counsel and Settlement Class Counsel shall submit to the Court, and Settling Defendant shall assent to and will assist as necessary, a motion preliminarily approving requesting preliminary approval of the Settlement, including, as part of that motion, a motion to require non-settling defendants to provide, confidentially, the names and addresses of its direct purchaser customers that purchased the Named Generic Drugs during the Settlement Class Period to assist in the provision of notice of this Settlement to Settlement Class members upon preliminary approval, and authorizing dissemination of Notice to the Settlement Class, and seeking entry of an Order Preliminarily Approving Class Settlement. Settling Defendant shall have the opportunity to review and approve the preliminary approval motion and exhibits before the motion is filed. The motion shall: a. Request preliminary approval of the Settlement set forth in this Settlement Agreement as fair, reasonable, and adequate, and in the best interests of the Settlement Class, pursuant to Fed. R. Civ. P. Rule 23; b. Request a stay of all proceedings in the Action on behalf of Settling Direct Purchaser Plaintiffs and the Settlement Class against Settling Defendant only, except those proceedings provided for or required by this Settlement Agreement. Provided, however, that counsel for the Settling Plaintiffs may continue to participate in discovery including depositions relating to the Settling Defendant pursued by other plaintiffs in the Action, but Settlement Class Counsel shall not act as lead examiner in any such depositions. c. Request approval of the notice plan, providing for direct mail notice to all members of the Settlement Class who can reasonably be determined, and a publication notice, as needed; and d. Seek a schedule for a hearing by the Court after the notice period has expired to finally approve the Settlement and Settlement Class Counsel’s application for an Se award of attorney fees, reimbursement of expenses, and service award to the Settling Plaintiffs.

Motion for Preliminary Approval of the Settlement. The parties may disclose the fact that they have entered a settlement agreement as reasonably necessary, however, the parties agree not to disclose to any other person or entity, including but not limited to any other plaintiff or defendant in the Action, the terms of this Settlement until the Settlement Agreement is submitted to the Court for preliminary approval, unless required by law or regulation or agreed to in writing by the Settling Parties. As soon as is possible and in no event later than 30 business days after the date of this Settlement Agreement, Lead Counsel and Settlement Class Counsel shall submit to the Court, and Settling Defendant Defendants shall assent to and will assist as necessary, a motion preliminarily approving the Settlement, including, as part of that motion, a motion to require non-settling defendants to provide, confidentially, the names and addresses of its their direct purchaser customers that purchased the Named Generic Drugs during the Settlement Class Period to assist in the provision of notice of this Settlement to Settlement Class members upon preliminary approval, and authorizing dissemination of Notice to the Settlement Class, and seeking entry of an Order Preliminarily Approving Class Settlement. Settling Defendant Defendants shall have the opportunity to review and approve the preliminary approval motion and exhibits before the motion is filed. The motion shall: a. Request preliminary approval of the Settlement set forth in this Settlement Agreement as fair, reasonable, and adequate, and in the best interests of the Settlement Class, pursuant to Fed. R. Civ. P. Rule 23; b. Request a stay of all proceedings in the Action on behalf of Settling Direct Purchaser Plaintiffs and the Settlement Class against Settling Defendant Defendants only, except those proceedings provided for or required by this Settlement Agreement. Provided, however, that counsel for the Settling Plaintiffs may continue to participate in discovery including depositions relating to the Settling Defendant Defendants pursued by other plaintiffs in the Action, but Settlement Class Counsel shall not act as lead examiner in any such depositions. c. Request approval of the notice plan, providing for direct mail notice to all members of the Settlement Class who can reasonably be determined, and a publication notice, as needed; and d. Seek a schedule for a hearing by the Court after the notice period has expired to finally approve the Settlement and Settlement Class Counsel’s application for an award of attorney fees, reimbursement of expenses, and service award to the Settling Plaintiffs.

Motion for Preliminary Approval of the Settlement. The parties may disclose the fact that they have entered a settlement agreement as is reasonably necessary, however, the parties agree not to disclose to any other person or entity, including but not limited to any other plaintiff or defendant in the Action, the terms of this Settlement until the Settlement Agreement is submitted to the Court for preliminary approval, unless required by law or regulation or agreed to in writing by the Settling Parties. As soon as is possible and in no event later than 30 business days after the date of this Settlement Agreement, Lead Counsel and Settlement Class Counsel shall submit to the Court, and Settling Defendant shall assent to and will assist as necessary, a motion preliminarily approving requesting preliminary approval of the Settlement, including, as part of that motion, a motion to require non-settling defendants to provide, confidentially, the names and addresses of its direct purchaser customers that purchased the Named Generic Drugs during the Settlement Class Period to assist in the provision of notice of this Settlement to Settlement Class members upon preliminary approval, and authorizing dissemination of Notice to the Settlement Class, and seeking entry of an Order Preliminarily Approving Class Settlement. Settling Defendant shall have the opportunity to review and approve the preliminary approval motion and exhibits before the motion is filed. The motion shall: a. Request preliminary approval of the Settlement set forth in this Settlement Agreement as fair, reasonable, and adequate, and in the best interests of the Settlement Class, pursuant to Fed. R. Civ. P. Rule 23; b. Request a stay of all proceedings in the Action on behalf of Settling Direct Purchaser Plaintiffs and the Settlement Class against Settling Defendant only, except those proceedings provided for or required by this Settlement Agreement. Provided, however, that counsel for the Settling Plaintiffs may continue to participate in discovery including depositions relating to the Settling Defendant pursued by other plaintiffs in the Action, but Settlement Class Counsel shall not act as lead examiner in any such depositions. c. Request approval of the notice plan, providing for direct mail notice to all members of the Settlement Class who can reasonably be determined, and a publication notice, as needed; and d. Seek a schedule for a hearing by the Court after the notice period has expired to finally approve the Settlement and Settlement Class Counsel’s application for an Se award of attorney fees, reimbursement of expenses, and service award to the Settling Plaintiffs.

Motion for Preliminary Approval of the Settlement. The parties may disclose the fact that they have entered a settlement agreement as reasonably necessary, however, the parties agree not to disclose to any other person or entity, including but not limited to any other plaintiff or defendant in the Action, the terms of this Settlement until the Settlement Agreement is submitted to the Court for preliminary approval, unless required by law or regulation or agreed to in writing by the Settling Parties. As soon as is possible and in no event later than 30 business days after the date of this Settlement Agreement, Lead Counsel and Settlement Class Counsel Plaintiffs shall submit to the Court, and Settling Defendant shall assent to and will assist as necessary, draft a motion preliminarily approving the Settlement, including, as part of that motion, a motion to require non-settling defendants to provide, confidentially, the names and addresses of its direct purchaser customers that purchased the Named Generic Drugs during the Settlement Class Period to assist in the provision of notice of this Settlement to Settlement Class members upon preliminary approval, and authorizing dissemination of Notice to the Settlement Class, and seeking entry of an Order Preliminarily Approving Class Settlement. Settling Defendant shall have the opportunity to review and approve the preliminary approval motion and exhibits before the motion is filed. The motion shall: a. Request for preliminary approval of the Settlement set forth and all necessary supporting documents, which shall be consistent with this Settlement Agreement and which Columbia University shall have a right to review and approve (which approval shall not be unreasonably withheld). Columbia University may suggest revisions, which Plaintiffs agree to consider in good faith, as long as Columbia University provides its suggested revisions or comments within seven (7) business days of having received any such document or documents from Plaintiffs, or such other time as the Settling Parties may agree. Unless the Settling Parties agree otherwise, Plaintiffs will file the motion for preliminary approval with the Court no later than 45 days after the execution of this Settlement Agreement. Columbia University understands and accepts that Plaintiffs may file for preliminary approval of this Settlement jointly with other settlements in this Action. Nothing in this Settlement Agreement shall prevent Plaintiffs from consummating settlements with other Defendants in this Action or from including such settlements as part of a joint preliminary approval motion. The motion for preliminary approval shall include a proposed form of order substantially similar to Exhibit A, including: a) requesting preliminary approval of the Settlement as fair, reasonable, and adequate, and in adequate within the best interests meaning of the Settlement Class, pursuant to Fed. R. Civ. P. Rule 23, and finding that dissemination of notice to the Class is warranted; b. Request a stay b) finding that the proposed plan of all proceedings in notice complies with Rule 23 and due process, and seeking approval of short- and long-form notices; c) preliminarily approving the Action on behalf Plan of Settling Direct Purchaser Plaintiffs and the Settlement Class against Settling Defendant only, except those proceedings provided for or required by this Settlement Agreement. Provided, however, Allocation; d) providing that counsel for the Settling Plaintiffs may continue to participate in discovery including depositions relating to the Settling Defendant pursued by other plaintiffs in the Action, but Settlement Class Counsel shall not act as lead examiner in any such depositions. c. Request if final approval of the notice planSettlement is not obtained, providing for direct mail notice to all members of the Settlement Class who can reasonably shall be determinednull and void, and the Settling Parties will revert to their positions ex ante without prejudice to their claims or defenses; and e) setting a date for a motion for final approval, a deadline for objections and exclusions, and a publication notice, as needed; and d. Seek a schedule date for a hearing by the Court after the notice period has expired to finally approve the Settlement and Settlement Class Counsel’s application for an award of attorney fees, reimbursement of expenses, and service award to the Settling Plaintiffsfairness hearing.

Motion for Preliminary Approval of the Settlement. The parties may disclose the fact that they have entered a settlement agreement as reasonably necessary, however, the parties agree not to disclose to any other person or entity, including but not limited to any other plaintiff or defendant in the Action, the terms of this Settlement until the Settlement Agreement is submitted to the Court for preliminary approval, unless required by law or regulation or agreed to in writing by the Settling Parties. As soon as is possible and in no event later than 30 business days after the date of this Settlement Agreement, Lead Counsel and Settlement Class Counsel Plaintiffs shall submit to the Court, and Settling Defendant shall assent to and will assist as necessary, draft a motion preliminarily approving the Settlement, including, as part of that motion, a motion to require non-settling defendants to provide, confidentially, the names and addresses of its direct purchaser customers that purchased the Named Generic Drugs during the Settlement Class Period to assist in the provision of notice of this Settlement to Settlement Class members upon preliminary approval, and authorizing dissemination of Notice to the Settlement Class, and seeking entry of an Order Preliminarily Approving Class Settlement. Settling Defendant shall have the opportunity to review and approve the preliminary approval motion and exhibits before the motion is filed. The motion shall: a. Request for preliminary approval of the Settlement set forth and all necessary supporting documents, which shall be consistent with this Settlement Agreement and which Yale University shall have a right to review and approve (which approval shall not be unreasonably withheld). Yale University may suggest revisions, which Plaintiffs agree to consider in good faith, as long as Yale University provides its suggested revisions or comments within seven (7) business days of having received any such document or documents from Plaintiffs, or such other time as the Settling Parties may agree. Unless the Settling Parties agree otherwise, Plaintiffs will file the motion for preliminary approval with the Court no later than 45 days after the execution of this Settlement Agreement. Yale University understands and accepts that Plaintiffs may file for preliminary approval of this Settlement jointly with other settlements in this Action. Nothing in this Settlement Agreement shall prevent Plaintiffs from consummating settlements with other Defendants in this Action or from including such settlements as part of a joint preliminary approval motion. The motion for preliminary approval shall include a proposed form of order substantially similar to Exhibit A, including: a) requesting preliminary approval of the Settlement as fair, reasonable, and adequate, and in adequate within the best interests meaning of the Settlement Class, pursuant to Fed. R. Civ. P. Rule 23, and finding that dissemination of notice to the Class is warranted; b. Request a stay b) finding that the proposed plan of all proceedings in notice complies with Rule 23 and due process, and seeking approval of short- and long-form notices; c) preliminarily approving the Action on behalf Plan of Settling Direct Purchaser Plaintiffs and the Settlement Class against Settling Defendant only, except those proceedings provided for or required by this Settlement Agreement. Provided, however, Allocation; d) providing that counsel for the Settling Plaintiffs may continue to participate in discovery including depositions relating to the Settling Defendant pursued by other plaintiffs in the Action, but Settlement Class Counsel shall not act as lead examiner in any such depositions. c. Request if final approval of the notice planSettlement is not obtained, providing for direct mail notice to all members of the Settlement Class who can reasonably shall be determinednull and void, and the Settling Parties will revert to their positions ex ante without prejudice to their claims or defenses; and e) setting a date for a motion for final approval, a deadline for objections and exclusions, and a publication notice, as needed; and d. Seek a schedule date for a hearing by the Court after the notice period has expired to finally approve the Settlement and Settlement Class Counsel’s application for an award of attorney fees, reimbursement of expenses, and service award to the Settling Plaintiffsfairness hearing.

Motion for Preliminary Approval of the Settlement. The parties may disclose Within fourteen (14) days of the fact that they have entered a settlement agreement as reasonably necessary, however, the parties agree not to disclose to any other person or entity, including but not limited to any other plaintiff or defendant in the Action, the terms execution of this Settlement until the Settlement Agreement is submitted to the Court for preliminary approvalby all parties, unless required by law or regulation or agreed to in writing by the Settling Parties. As soon as is possible and in no event later than 30 business days after the date of this Settlement Agreement, Lead Counsel and Settlement Class Counsel Plaintiffs shall submit to the Court, and Settling Defendant shall assent to and will assist as necessary, file a motion preliminarily approving the Settlement, including, as part of that motion, a motion to require non-settling defendants to provide, confidentially, the names and addresses of its direct purchaser customers that purchased the Named Generic Drugs during the Settlement Class Period to assist in the provision of notice of this Settlement to Settlement Class members upon preliminary approval, and authorizing dissemination of Notice to the Settlement Class, and seeking entry of an Order Preliminarily Approving Class Settlement. Settling Defendant shall have the opportunity to review and approve the preliminary approval motion and exhibits before the motion is filed. The motion shall: a. Request requesting preliminary approval of the Settlement set forth in this and authorizing dissemination of notice to the Proposed Settlement Agreement Class. The motion for preliminary approval shall include a proposed form of order that shall specifically: 3.1. seek a determination that certification of the Proposed Settlement Class solely for settlement purposes under Fed. R. Civ. P. 23(a) and 23(b)(3) is likely; 3.2. seek a determination that the Court is likely to approve the Settlement as fair, reasonable, and adequate, and in adequate within the best interests meaning of the Settlement Class, pursuant to Fed. R. Civ. P. Rule 2323(e)(2); 3.3. seek appointment of Class Plaintiffs as representatives of the Proposed Settlement Class; 3.4. seek appointment of Co-Lead Counsel to represent the Proposed Settlement Class under Fed. R. Civ. P. 23(g); 3.5. find that dissemination of notice to the Proposed Settlement Class is warranted; 3.6. seek approval for a proposed plan of notice that complies with Rule 23 and due process, and seek approval of short- and long-form notices, which shall: a. require any Proposed Settlement Class Member that wishes to seek exclusion from the Proposed Settlement Class to submit, within the Opt-Out Period ordered by the Court, a certification reflecting the total dollar amount of brand and generic Xyrem for which it paid, purchased, or reimbursed during the Class Period in the Class States, and itemized, transaction-by-transaction data relating to same; and b. Request require a separate exclusion for each Proposed Settlement Class Member. Any entity that submits a request to opt out a Proposed Settlement Class Member from the Proposed Settlement Class must (1) provide the information required in Paragraph 3.6.a for each such Proposed Settlement Class Member and (2) provide a declaration or other similar statement from each Proposed Settlement Class Member executed specifically in connection with this Settlement, attesting to the entity’s authority to opt the Proposed Settlement Class Member out of the Proposed Settlement Class; 3.7. propose and seek a period of no more than thirty (30) calendar days to complete dissemination of the notice to the Proposed Settlement Class (the “Notice Period”); 3.8. propose and seek an Opt-Out Period of no more than forty-five (45) calendar days, which deadline shall be set forth in the Notice; 3.9. seek appointment of a qualified Claims Administrator; 3.10. seek appointment of a qualified Escrow Agent; 3.11. seek approval of a stay of all proceedings in the Action on behalf of Settling Direct Purchaser as to Class Plaintiffs and Jazz and the Settlement Class against Settling Defendant only, except those proceedings provided for or required by this Settlement AgreementJazz Affiliate Defendants until the Effective Date; 3.12. Provided, however, that counsel for the Settling Plaintiffs may continue to participate in discovery including depositions relating to the Settling Defendant pursued by other plaintiffs in the Action, but Settlement Class Counsel shall not act as lead examiner in any such depositions. c. Request seek approval of the notice plan, providing for direct mail notice to all members Plan of Allocation; 3.13. provide that if final approval of the Settlement Class who can reasonably is not obtained, the Settlement shall be determined, null and a publication notice, as neededvoid and the parties will revert to their positions ex ante without prejudice to their claims or defenses; 3.14. provide notice of the Court’s set-aside order (ECF 642); and d. Seek a schedule for 3.15. requesting the Court to set dates for: a. a hearing by the Court fourteen (14) calendar days after the notice period has expired filing of the motion provided for in Paragraph 17.3 below to finally approve the Settlement and Settlement Class Counsel’s application address Potential Opt-Outs; b. a motion for an award of attorney fees, reimbursement of expenses, and service award to the Settling Plaintiffsfinal approval; and c. a fairness hearing.

Motion for Preliminary Approval of the Settlement. The parties may disclose the fact that they have entered a settlement agreement as reasonably necessary, however, the parties agree not to disclose to any other person or entity, including but not limited to any other plaintiff or defendant in the Action, the terms of this Settlement until the Settlement Agreement is submitted to the Court for preliminary approval, unless required by law or regulation or agreed to in writing by the Settling Parties. As soon as is possible and in no event later than 30 business 20 days after the date of execution of this Settlement Agreement, Lead Counsel and Settlement Class Counsel ▇▇▇▇ shall submit to the Court—and Novartis shall not oppose in any court, and Settling Defendant shall assent to and will assist as necessary, including on appeal—a motion (the “Preliminary Approval Motion”) requesting entry of an order preliminarily approving the this Settlement, including, as part of that motion, a motion to require non-settling defendants to provide, confidentially, the names and addresses of its direct purchaser customers that purchased the Named Generic Drugs during the Settlement Class Period to assist in the provision of notice of this Settlement to Settlement Class members upon preliminary approval, and authorizing dissemination of Notice notice to the Settlement Class, and seeking entry End-Payor Class (the “Preliminary Approval Order”) substantially in the form of an Order Preliminarily Approving Class Settlement. Settling Defendant shall have the opportunity to review and approve the preliminary approval motion and exhibits before the motion is filedExhibit A hereto. The motion Preliminary Approval Motion shall, inter alia: a. Request request preliminary approval of the Settlement set forth in this Settlement Agreement as fair, reasonable, and adequateadequate within the meaning of Fed. R. Civ. P. 23, and in the best interests of the Settlement End-Payor Class, pursuant to Fed. R. Civ. P. Rule 23; b. Request a stay of all proceedings in the Action on behalf of Settling Direct Purchaser Plaintiffs and the Settlement Class against Settling Defendant only, except those proceedings provided for or required by this Settlement Agreement. Provided, however, that counsel for the Settling Plaintiffs may continue to participate in discovery including depositions relating to the Settling Defendant pursued by other plaintiffs in the Action, but Settlement Class Counsel shall not act as lead examiner in any such depositions. c. Request approval of the notice plan, providing for direct mail notice to all members of the Settlement Class who can reasonably be determined, and a publication notice, as needed; and d. Seek request a schedule for a hearing by the Court after the notice period has expired to finally approve the Settlement and Settlement Class to consider EPP Counsel’s application applications for an award of attorney attorneys’ fees, reimbursement of costs and expenses, and service award awards as set forth in this Settlement Agreement; c. request a stay of all proceedings against Novartis in the End-Payor Class Action until such time as the Court renders a final decision regarding the approval of the Settlement as described below in Paragraph 5, except those proceedings provided for or required by this Settlement Agreement; d. seek approval of an escrow agreement regarding the Settlement consideration described below in Paragraph 7; e. seek approval for notice to the Settling Plaintiffs.End-Payor Class substantially in the form attached hereto as Exhibit B; include a proposed form of order (substantially in the form attached as the proposed plan of notice complies with Rule 23 and the requirements of due process; and f. seek certification of the End-Payor Class as defined in Paragraph for purposes of settlement. After the Court preliminarily approves the Settlement, ▇▇▇▇ shall, in accordance with the Preliminary Approval Order, provide End-Payor Class members with notice of the Settlement pursuant to Rule 23 of the Federal Rules of Civil Procedure substantially in the form attached hereto as Exhibit B.

Motion for Preliminary Approval of the Settlement. The parties may disclose the fact that they have entered a settlement agreement as reasonably necessary, ; however, the parties agree not to disclose to any other person or entity, including but not limited to any other plaintiff or defendant in the Action, the terms of this Settlement until the Settlement Agreement is submitted to the Court for preliminary approval, unless required by law or regulation or agreed to in writing by the Settling Parties. As soon as is possible and in no event later than 30 business days after the date of this Settlement Agreement, Lead Counsel and Settlement Class Counsel shall submit to the Court, and Settling Defendant Defendants shall assent to and will assist as necessary, a motion preliminarily approving the Settlement, including, as part of that motion, a motion to require non-settling defendants to provide, confidentially, the names and addresses of its direct purchaser customers that purchased the Named Generic Drugs during the Settlement Class Period to assist in the provision of notice of this Settlement to Settlement Class members upon preliminary approval, and authorizing dissemination of Notice to the Settlement Class, and seeking entry of an Order Preliminarily Approving Class Settlement. Settling Defendant shall have the opportunity to review and approve the preliminary approval motion and exhibits before the motion is filed. The motion Defendants shall: a. Request preliminary approval of the Settlement set forth in this Settlement Agreement as fair, reasonable, and adequate, and in the best interests of the Settlement Class, pursuant to Fed. R. Civ. P. Rule 23; b. Request a stay of all proceedings in the Action on behalf of Settling Direct Purchaser Plaintiffs and the Settlement Class against Settling Defendant Defendants only, except those proceedings provided for or required by this Settlement Agreement. Provided, however, that counsel for the Settling Plaintiffs parties may continue to participate in certain discovery including depositions relating and motion practice to the Settling Defendant pursued by other plaintiffs extent specified in the Action, but Settlement Class Counsel shall not act as lead examiner in any such depositionsParagraph 10 below. c. Request approval of the notice plan, providing for direct mail notice to all members of the Settlement Class who can reasonably be determined, and a publication notice, as needed; and d. Seek a schedule for a hearing by the Court after the notice period has expired to finally approve the Settlement and Settlement Class Counsel’s application for an award of attorney fees, reimbursement of expenses, and service award awards to the Settling Plaintiffs.

Motion for Preliminary Approval of the Settlement. The parties may disclose the fact that they have entered a settlement agreement as reasonably necessary, however, the parties agree not to disclose to any other person or entity, including but not limited to any other plaintiff or defendant in the Action, the terms of this Settlement until the Settlement Agreement is submitted to the Court for preliminary approval, unless required by law or regulation or agreed to in writing by the Settling Parties. As soon as is possible and in no event later than 30 business days after the date of this Settlement Agreement, Lead Counsel and Settlement Class Counsel Plaintiffs shall submit to the Court, and Settling Defendant shall assent to and will assist as necessary, draft a motion preliminarily approving the Settlement, including, as part of that motion, a motion to require non-settling defendants to provide, confidentially, the names and addresses of its direct purchaser customers that purchased the Named Generic Drugs during the Settlement Class Period to assist in the provision of notice of this Settlement to Settlement Class members upon preliminary approval, and authorizing dissemination of Notice to the Settlement Class, and seeking entry of an Order Preliminarily Approving Class Settlement. Settling Defendant shall have the opportunity to review and approve the preliminary approval motion and exhibits before the motion is filed. The motion shall: a. Request for preliminary approval of the Settlement set forth and all necessary supporting documents, which shall be consistent with this Settlement Agreement and which Emory shall have a right to review and approve (which approval shall not be unreasonably withheld). Emory may suggest revisions, which Plaintiffs agree to consider in good faith, as long as Emory provides its suggested revisions or comments within seven (7) business days of having received any such document or documents from Plaintiffs, or such other time as the Settling Parties may agree. Unless the Settling Parties agree otherwise, Plaintiffs will file the motion for preliminary approval with the Court no later than 45 days after the execution of this Settlement Agreement. Emory understands and accepts that Plaintiffs may file for preliminary approval of this Settlement jointly with other settlements in this Action. Nothing in this Settlement Agreement shall prevent Plaintiffs from consummating settlements with other Defendants in this Action or from including such settlements as part of a joint preliminary approval motion. The motion for preliminary approval shall include a proposed form of order substantially similar to Exhibit A, including: a) requesting preliminary approval of the Settlement as fair, reasonable, and adequate, and in adequate within the best interests meaning of the Settlement Class, pursuant to Fed. R. Civ. P. Rule 23, and finding that dissemination of notice to the Class is warranted; b. Request a stay b) finding that the proposed plan of all proceedings in notice complies with Rule 23 and due process, and seeking approval of short- and long-form notices; c) preliminarily approving the Action on behalf Plan of Settling Direct Purchaser Plaintiffs and the Settlement Class against Settling Defendant only, except those proceedings provided for or required by this Settlement Agreement. Provided, however, Allocation; d) providing that counsel for the Settling Plaintiffs may continue to participate in discovery including depositions relating to the Settling Defendant pursued by other plaintiffs in the Action, but Settlement Class Counsel shall not act as lead examiner in any such depositions. c. Request if final approval of the notice planSettlement is not obtained, providing for direct mail notice to all members of the Settlement Class who can reasonably shall be determinednull and void, and the Settling Parties will revert to their positions ex ante without prejudice to their claims or defenses; and e) setting a date for a motion for final approval, a deadline for objections and exclusions, and a publication notice, as needed; and d. Seek a schedule date for a hearing by the Court after the notice period has expired to finally approve the Settlement and Settlement Class Counsel’s application for an award of attorney fees, reimbursement of expenses, and service award to the Settling Plaintiffsfairness hearing.

Motion for Preliminary Approval of the Settlement. The parties may disclose the fact that they have entered a settlement agreement as reasonably necessary, however, the parties agree not to disclose to any other person or entity, including but not limited to any other plaintiff or defendant in the Action, the terms of this Settlement until the Settlement Agreement is submitted to the Court for preliminary approval, unless required by law or regulation or agreed to in writing by the Settling Parties. As soon as is possible and in no event later than 30 business days after the date of this Settlement Agreement, Lead Counsel and Settlement Class Counsel Plaintiffs shall submit to the Court, and Settling Defendant shall assent to and will assist as necessary, draft a motion preliminarily approving the Settlement, including, as part of that motion, a motion to require non-settling defendants to provide, confidentially, the names and addresses of its direct purchaser customers that purchased the Named Generic Drugs during the Settlement Class Period to assist in the provision of notice of this Settlement to Settlement Class members upon preliminary approval, and authorizing dissemination of Notice to the Settlement Class, and seeking entry of an Order Preliminarily Approving Class Settlement. Settling Defendant shall have the opportunity to review and approve the preliminary approval motion and exhibits before the motion is filed. The motion shall: a. Request for preliminary approval of the Settlement set forth and all necessary supporting documents, which shall be consistent with this Settlement Agreement and which Duke University shall have a right to review and approve (which approval shall not be unreasonably withheld). Duke University may suggest revisions, which Plaintiffs agree to consider in good faith, as long as Duke University provides its suggested revisions or comments within seven (7) business days of having received any such document or documents from Plaintiffs, or such other time as the Settling Parties may agree. Unless the Settling Parties agree otherwise, Plaintiffs will file the motion for preliminary approval with the Court no later than 45 days after the execution of this Settlement Agreement. Duke University understands and accepts that Plaintiffs may file for preliminary approval of this Settlement jointly with other settlements in this Action. Nothing in this Settlement Agreement shall prevent Plaintiffs from consummating settlements with other Defendants in this Action or from including such settlements as part of a joint preliminary approval motion. The motion for preliminary approval shall include a proposed form of order substantially similar to Exhibit A, including: a) requesting preliminary approval of the Settlement as fair, reasonable, and adequate, and in adequate within the best interests meaning of the Settlement Class, pursuant to Fed. R. Civ. P. Rule 23, and finding that dissemination of notice to the Class is warranted; b. Request a stay b) finding that the proposed plan of all proceedings in notice complies with Rule 23 and due process, and seeking approval of short- and long-form notices; c) preliminarily approving the Action on behalf Plan of Settling Direct Purchaser Plaintiffs and the Settlement Class against Settling Defendant only, except those proceedings provided for or required by this Settlement Agreement. Provided, however, Allocation; d) providing that counsel for the Settling Plaintiffs may continue to participate in discovery including depositions relating to the Settling Defendant pursued by other plaintiffs in the Action, but Settlement Class Counsel shall not act as lead examiner in any such depositions. c. Request if final approval of the notice planSettlement is not obtained, providing for direct mail notice to all members of the Settlement Class who can reasonably shall be determinednull and void, and the Settling Parties will revert to their positions ex ante without prejudice to their claims or defenses; and e) setting a date for a motion for final approval, a deadline for objections and exclusions, and a publication notice, as needed; and d. Seek a schedule date for a hearing by the Court after the notice period has expired to finally approve the Settlement and Settlement Class Counsel’s application for an award of attorney fees, reimbursement of expenses, and service award to the Settling Plaintiffsfairness hearing.

Motion for Preliminary Approval of the Settlement. The parties may disclose the fact that they have entered a settlement agreement as reasonably necessary, however, the parties agree not to disclose to any other person or entity, including but not limited to any other plaintiff or defendant in the Action, the terms of this Settlement until the Settlement Agreement is submitted to the Court for preliminary approval, unless required by law or regulation or agreed to in writing by the Settling Parties. As soon as is possible and in no event later than 30 business days after the date of this Settlement Agreement, Lead Counsel and Settlement Class Counsel Plaintiffs shall submit to the Court, and Settling Defendant shall assent to and will assist as necessary, draft a motion preliminarily approving the Settlement, including, as part of that motion, a motion to require non-settling defendants to provide, confidentially, the names and addresses of its direct purchaser customers that purchased the Named Generic Drugs during the Settlement Class Period to assist in the provision of notice of this Settlement to Settlement Class members upon preliminary approval, and authorizing dissemination of Notice to the Settlement Class, and seeking entry of an Order Preliminarily Approving Class Settlement. Settling Defendant shall have the opportunity to review and approve the preliminary approval motion and exhibits before the motion is filed. The motion shall: a. Request for preliminary approval of the Settlement set forth in and all necessary supporting documents, which motion and documents shall be consistent with this Settlement Agreement Agreement. Defendant shall have a right to review Plaintiffs’ preliminary approval motion, memorandum of law in support, the proposed Plan of Allocation, the proposed short and long-form notices for the Class, and the proposed preliminary approval order before they are filed. Defendant may suggest revisions, which Plaintiffs agree to consider in good faith, as long as Defendant provides its suggested revisions or comments within three (3) business days of having received any such document or documents from Plaintiffs, or such other time as the Settling Parties may agree. Unless the Settling Parties agree otherwise, Plaintiffs will file the motion for preliminary approval with the Court no later than fourteen (14) days after the execution of this Settlement Agreement. Me motion for preliminary approval shall include a proposed form of order, including at least the following: i. finding preliminary approval of the Settlement to be appropriate as the Settlement is fair, reasonable, and adequateadequate within the meaning of Federal Rule of Civil Procedure 23, finding that dissemination of notice to the Class is warranted, and in finding that the best interests opportunity to opt out already provided to members of the Class was sufficient and fully consistent with Federal Rule of Civil Procedure 23 and due process of law;1 ii. finding that the proposed Notice Plan for the Class complies with Federal Rule of Civil Procedure 23 and due process, and approving proposed short- and long- form notices; iii. provisionally approving the proposed Plan of Allocation; iv. providing that if final approval of the Settlement Classis not obtained, pursuant to Fed. R. Civ. P. Rule 23; b. Request a stay of all proceedings in the Action on behalf of Settling Direct Purchaser Plaintiffs Settlement shall be null and void, and the Settlement Class against Settling Defendant only, except those proceedings provided for Parties will revert to their positions ex ante without prejudice to their claims or required by this Settlement Agreement. Provided, however, that counsel for the Settling Plaintiffs may continue to participate in discovery including depositions relating to the Settling Defendant pursued by other plaintiffs defenses in the Action, but Settlement Class Counsel shall not act as lead examiner in any such depositions.; and c. Request v. setting deadlines for: (a) the filing of a motion for final approval of the Settlement, (b) implementation of the Notice Plan, (c) the filing of the Plaintiffs’ Fee and Expense Award application, (d) the filing of any objections from Class Members to the Settlement, (e) the provision of appropriate notice plan, providing for direct mail notice opting out of the Class to all the extent the Court requires an additional opt out period for members of the Settlement Class who can reasonably be determinedClass, and (f) a publication notice, as needed; andfairness hearing for the Settlement of both Actions. d. Seek a schedule for a hearing by 1 To the extent the Court after requires an additional opt out opportunity to members of the notice period has expired to finally approve Class, the remaining provisions of the Settlement shall remain in full force and Settlement Class Counsel’s application for an award of attorney fees, reimbursement of expenses, and service award to the Settling Plaintiffseffect.

Motion for Preliminary Approval of the Settlement. The parties may disclose Within fourteen (14) days of the fact that they have entered a settlement agreement as reasonably necessary, however, the parties agree not to disclose to any other person or entity, including but not limited to any other plaintiff or defendant in the Action, the terms of this Settlement until the Settlement Agreement is submitted to the Court for preliminary approval, unless required by law or regulation or agreed to in writing by the Settling Parties. As soon as is possible and in no event later than 30 business days after the date execution of this Settlement Agreement, Lead Counsel and Settlement Class Counsel End-Payor Plaintiffs shall submit to file with the Court, and Settling Defendant shall assent to and will assist as necessary, a Court an unopposed motion preliminarily approving for preliminary approval of the Settlement, including, as part . That motion shall request the entry of that motion, a motion to require non-settling defendants to provide, confidentially, the names and addresses of its direct purchaser customers that purchased the Named Generic Drugs during the Settlement Class Period to assist preliminary approval order substantially in the provision form of notice of this Settlement to Settlement Class members upon preliminary approvalExhibit A hereto (the “Preliminary Approval Order”), and authorizing dissemination of Notice to providing for: (i) the Settlement Class, and seeking entry of an Order Preliminarily Approving Class Settlement. Settling Defendant shall have the opportunity to review and approve the preliminary approval motion and exhibits before the motion is filed. The motion shall: a. Request preliminary approval of the Settlement set forth in this Settlement Agreement as because it is in the range of what is fair, reasonable, and adequate, and in the best interests of the Settlement Class, pursuant to Fed. R. Civ. P. Rule 23; b. Request a stay End-Payor Classes; (ii) preliminary approval of all proceedings in the Action on behalf plan for allocation of Settling Direct Purchaser Plaintiffs and the Settlement Class against Settling Defendant only, except those proceedings provided for or required by this Settlement Agreement. Provided, however, that counsel for the Settling Plaintiffs may continue to participate in discovery including depositions relating to the Settling Defendant pursued by other plaintiffs in the Action, but Settlement Class Counsel shall not act as lead examiner in any such depositions. c. Request Fund (“Allocation Plan”); (iii) approval of the notice and proposed notice plan, providing for direct mail notice to all members of the Settlement Class who can reasonably be determined, and a publication notice, as needed; and d. Seek (iv) a schedule for providing Pfizer and the Court with a complete list of any End Payors who opt out or seek exclusion from the End-Payor Classes and for a hearing by the Court after the notice period has expired to finally approve the Settlement and Settlement Class to consider Co-Lead Counsel’s application applications for an award of attorney attorneys’ fees, reimbursement of costs and expenses, and service award awards as set forth in this Settlement Agreement (“Fairness Hearing”); (v) a stay of all proceedings in the End-Payor Class Action against Pfizer until such time as the Court renders a final decision regarding approval of the Settlement; (vi) certification of the End-Payor Classes, as defined in Paragraph 1, for purposes of settlement; (vii) appointment of a notice and claims administrator; and (viii) appointment of an escrow agent. After the Court preliminarily approves the Settlement, End-Payor Plaintiffs shall, in accordance with the Preliminary Approval Order, provide End-Payor Class members with notice of the Settlement pursuant to Rule 23 of the Federal Rules of Civil Procedure substantially in the form approved by the Court. Co-Lead Counsel will recommend notice to the Settling PlaintiffsClasses according to the notice plan submitted by the claims and notice administrator, which shall provide for the best notice practicable to the Classes, including notice by publication to consumers and individual notice to third-party payor Class Members who can be identified with reasonable effort.

Motion for Preliminary Approval of the Settlement. The parties Settling Parties may disclose the fact that they have entered into a settlement agreement as is reasonably necessarynecessary (including to auditors), however, the parties Settling Parties agree not to disclose to any other person or entity, including but not limited to any other plaintiff or defendant in the Action, the terms of this Settlement until the Settlement Agreement is submitted to the Court for preliminary approval, unless required by law or regulation or agreed to in writing by the Settling Parties. As soon as is possible possible, and in no event later than 30 thirty (30) business days after the date of this Settlement Agreement, Lead Counsel and Settlement Class Counsel shall submit to the Court, and Settling Defendant Defendants shall assent to and will assist as necessary, a motion preliminarily approving the Settlement, including, as part of that motion, a motion to require non-settling defendants to provide, confidentially, the names and addresses of its direct purchaser customers that purchased the Named Generic Drugs during the Settlement Class Period to assist in the provision of notice of this Settlement to Settlement Class members upon preliminary approval, and authorizing dissemination of Notice notice to the Settlement Class, and seeking entry of an Order Preliminarily Approving Class Settlement. Settling Defendant Defendants shall have the opportunity to review and approve the preliminary approval motion and exhibits before the motion is filed. The motion shall: a. Request preliminary approval of the Settlement set forth in this Settlement Agreement as fair, reasonable, and adequate, and in the best interests of the Settlement Class, pursuant to Fed. R. Civ. P. Rule 23;; and b. Request a stay of all proceedings in the Action on behalf of Settling Direct Purchaser Plaintiffs and the Settlement Class against Settling Defendant Defendants only, except those proceedings provided for for, or required by by, this Settlement Agreement. Provided, however, that counsel for the Settling Plaintiffs may continue to participate in discovery including depositions relating to the Settling Defendant Defendants, including but not limited to current or former employees or corporate designee depositions, pursued by other plaintiffs in the Action, but Settlement Class Counsel shall not act as lead examiner in any such depositions., except with respect to former Heritage employees with whom Settlement Class Counsel have a separate cooperation agreement; and c. Request approval of the notice plan, providing for direct mail notice to all members of the Settlement Class who can reasonably be determined, and a publication notice, as needed; and d. Seek a schedule for a hearing by the Court after the notice period has expired to finally approve the Settlement and Settlement Class Counsel’s application for an award of attorney fees, reimbursement of expenses, and service award to the Settling Plaintiffs.

Motion for Preliminary Approval of the Settlement. The parties may disclose the fact that they have entered a settlement agreement as reasonably necessary, however, the parties agree not to disclose to any other person or entity, including but not limited to any other plaintiff or defendant in the Action, the terms of this Settlement until the Settlement Agreement is submitted to the Court for preliminary approval, unless required by law or regulation or agreed to in writing by the Settling Parties. As soon as is possible and in no event later than 30 business days after the date of this Settlement Agreement, Lead Counsel and Settlement Class Counsel Plaintiffs shall submit to the Court, and Settling Defendant shall assent to and will assist as necessary, draft a motion preliminarily approving the Settlement, including, as part of that motion, a motion to require non-settling defendants to provide, confidentially, the names and addresses of its direct purchaser customers that purchased the Named Generic Drugs during the Settlement Class Period to assist in the provision of notice of this Settlement to Settlement Class members upon preliminary approval, and authorizing dissemination of Notice to the Settlement Class, and seeking entry of an Order Preliminarily Approving Class Settlement. Settling Defendant shall have the opportunity to review and approve the preliminary approval motion and exhibits before the motion is filed. The motion shall: a. Request for preliminary approval of the Settlement set forth and all necessary supporting documents, which shall be consistent with this Settlement Agreement and which Brown University shall have a right to review and approve (which approval shall not be unreasonably withheld). Brown University may suggest revisions, which Plaintiffs agree to consider in good faith, as long as Brown University provides its suggested revisions or comments within seven (7) business days of having received any such document or documents from Plaintiffs, or such other time as the Settling Parties may agree. Unless the Settling Parties agree otherwise, Plaintiffs will file the motion for preliminary approval with the Court no later than 45 days after the execution of this Settlement Agreement. Brown University understands and accepts that Plaintiffs may file for preliminary approval of this Settlement jointly with other settlements in this Action. Nothing in this Settlement Agreement shall prevent Plaintiffs from consummating settlements with other Defendants in this Action or from including such settlements as part of a joint preliminary approval motion. The motion for preliminary approval shall include a proposed form of order substantially similar to Exhibit A, including: a) requesting preliminary approval of the Settlement as fair, reasonable, and adequate, and in adequate within the best interests meaning of the Settlement Class, pursuant to Fed. R. Civ. P. Rule 23, and finding that dissemination of notice to the Class is warranted; b. Request a stay b) finding that the proposed plan of all proceedings in notice complies with Rule 23 and due process, and seeking approval of short- and long-form notices; c) preliminarily approving the Action on behalf Plan of Settling Direct Purchaser Plaintiffs and the Settlement Class against Settling Defendant only, except those proceedings provided for or required by this Settlement Agreement. Provided, however, Allocation; d) providing that counsel for the Settling Plaintiffs may continue to participate in discovery including depositions relating to the Settling Defendant pursued by other plaintiffs in the Action, but Settlement Class Counsel shall not act as lead examiner in any such depositions. c. Request if final approval of the notice planSettlement is not obtained, providing for direct mail notice to all members of the Settlement Class who can reasonably shall be determinednull and void, and the Settling Parties will revert to their positions ex ante without prejudice to their claims or defenses; and e) setting a date for a motion for final approval, a deadline for objections and exclusions, and a publication notice, as needed; and d. Seek a schedule date for a hearing by the Court after the notice period has expired to finally approve the Settlement and Settlement Class Counsel’s application for an award of attorney fees, reimbursement of expenses, and service award to the Settling Plaintiffsfairness hearing.

Motion for Preliminary Approval of the Settlement. The parties may disclose the fact that they have entered a settlement agreement as reasonably necessary, however, the parties agree not to disclose to any other person or entity, including but not limited to any other plaintiff or defendant in the Action, the terms of this Settlement until the Settlement Agreement is submitted to the Court for preliminary approval, unless required by law or regulation or agreed to in writing by the Settling Parties. As soon as is possible and in no event later than 30 business 20 days after the date of execution of this Settlement Agreement, Lead Counsel and Settlement Class Counsel Named Plaintiffs shall submit to the Court—and Novartis shall not oppose in any court, and Settling Defendant shall assent to and will assist as necessary, including on appeal—a motion (the “Preliminary Approval Motion”) requesting entry of an order preliminarily approving the this Settlement, including, as part of that motion, a motion to require non-settling defendants to provide, confidentially, the names and addresses of its direct purchaser customers that purchased the Named Generic Drugs during the Settlement Class Period to assist in the provision of notice of this Settlement to Settlement Class members upon preliminary approval, and authorizing dissemination of Notice notice to the Settlement Class, and seeking entry Direct Purchaser Class (the “Preliminary Approval Order”) substantially in the form of an Order Preliminarily Approving Class Settlement. Settling Defendant shall have the opportunity to review and approve the preliminary approval motion and exhibits before the motion is filedExhibit A hereto. The motion Preliminary Approval Motion shall, inter alia: a. Request request preliminary approval of the Settlement set forth in this Settlement Agreement as fair, reasonable, and adequateadequate within the meaning of Fed. R. Civ. P. 23, and in the best interests of the Settlement Direct Purchaser Class, pursuant to Fed. R. Civ. P. Rule 23; b. Request a stay of all proceedings in the Action on behalf of Settling Direct Purchaser Plaintiffs and the Settlement Class against Settling Defendant only, except those proceedings provided for or required by this Settlement Agreement. Provided, however, that counsel for the Settling Plaintiffs may continue to participate in discovery including depositions relating to the Settling Defendant pursued by other plaintiffs in the Action, but Settlement Class Counsel shall not act as lead examiner in any such depositions. c. Request approval of the notice plan, providing for direct mail notice to all members of the Settlement Class who can reasonably be determined, and a publication notice, as needed; and d. Seek request a schedule for a hearing by the Court after the notice period has expired to finally approve the Settlement and Settlement Class to consider Plaintiffs’ Counsel’s application applications for an award of attorney attorneys’ fees, reimbursement of costs and expenses, and service award awards as set forth in this Settlement Agreement; c. request a stay of all proceedings against Novartis in the Direct Purchaser Class Action until such time as the Court renders a final decision regarding the approval of the Settlement as described below in Paragraph 6, except those proceedings provided for or required by this Settlement Agreement; d. seek approval of an escrow agreement regarding the Settlement consideration described below in Paragraph 7; e. seek approval for notice to the Settling Plaintiffs.Class by means of direct first-class United States mail notice substantially in the form attached hereto as Exhibit B; f. include a proposed form of order (substantially in the form attached as Exhibit A), which includes such provisions as are typical in such orders, including a finding that the proposed plan of notice complies with Rule 23 and the requirements of due process; and g. seek certification of the Direct Purchaser Class as defined in Paragraph 1 for purposes of settlement. After the Court preliminarily approves the Settlement, Named Plaintiffs shall, in accordance with the Preliminary Approval Order, provide Direct Purchaser Class members with notice of the Settlement pursuant to Rule 23 of the Federal Rules of Civil Procedure substantially in the form attached hereto as Exhibit B.

Motion for Preliminary Approval of the Settlement. The parties may disclose the fact that they have entered a settlement agreement as reasonably necessary, however, the parties agree not to disclose to any other person or entity, including but not limited to any other plaintiff or defendant in the Action, the terms of this Settlement until the Settlement Agreement is submitted to the Court for preliminary approval, unless required by law or regulation or agreed to in writing by the Settling Parties. As soon as is possible and in no event later than 30 business days after the date of this Settlement Agreement, Lead Counsel and Settlement Class Counsel Plaintiffs shall submit to the Court, and Settling Defendant shall assent to and will assist as necessary, draft a motion preliminarily approving the Settlement, including, as part of that motion, a motion to require non-settling defendants to provide, confidentially, the names and addresses of its direct purchaser customers that purchased the Named Generic Drugs during the Settlement Class Period to assist in the provision of notice of this Settlement to Settlement Class members upon preliminary approval, and authorizing dissemination of Notice to the Settlement Class, and seeking entry of an Order Preliminarily Approving Class Settlement. Settling Defendant shall have the opportunity to review and approve the preliminary approval motion and exhibits before the motion is filed. The motion shall: a. Request for preliminary approval of the Settlement set forth and all necessary supporting documents, which shall be consistent with this Settlement Agreement and which ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have a right to review and approve (which approval shall not be unreasonably withheld). ▇▇▇▇▇ ▇▇▇▇▇▇▇ may suggest revisions, which Plaintiffs agree to consider in good faith, as long as ▇▇▇▇▇ ▇▇▇▇▇▇▇ provides its suggested revisions or comments within seven (7) business days of having received any such document or documents from Plaintiffs, or such other time as the Settling Parties may agree. Unless the Settling Parties agree otherwise, Plaintiffs will file the motion for preliminary approval with the Court no later than 120 days after the execution of this Settlement Agreement. ▇▇▇▇▇ ▇▇▇▇▇▇▇ understands and accepts that Plaintiffs may file for preliminary approval of this Settlement jointly with other settlements in this Action. Nothing in this Settlement Agreement shall prevent Plaintiffs from consummating settlements with other Defendants in this Action or from including such settlements as part of a joint preliminary approval motion. The motion for preliminary approval shall include a proposed form of order, including: a) requesting preliminary approval of the Settlement as fair, reasonable, and adequate, and in adequate within the best interests meaning of the Settlement Class, pursuant to Fed. R. Civ. P. Rule 23, and finding that dissemination of notice to the Class is warranted; b. Request a stay b) finding that the proposed plan of all proceedings in notice complies with Rule 23 and due process, and seeking approval of short- and long-form notices; c) preliminarily approving the Action on behalf Plan of Settling Direct Purchaser Plaintiffs and the Settlement Class against Settling Defendant only, except those proceedings provided for or required by this Settlement Agreement. Provided, however, Allocation; d) providing that counsel for the Settling Plaintiffs may continue to participate in discovery including depositions relating to the Settling Defendant pursued by other plaintiffs in the Action, but Settlement Class Counsel shall not act as lead examiner in any such depositions. c. Request if final approval of the notice planSettlement is not obtained, providing for direct mail notice to all members of the Settlement Class who can reasonably shall be determinednull and void, and the Settling Parties will revert to their positions ex ante without prejudice to their claims or defenses; and e) setting a date for a motion for final approval, a deadline for objections and exclusions, and a publication notice, as needed; and d. Seek a schedule date for a hearing by the Court after the notice period has expired to finally approve the Settlement and Settlement Class Counsel’s application for an award of attorney fees, reimbursement of expenses, and service award to the Settling Plaintiffsfairness hearing.