Indivior Opioid Settlement Agreement

Town of Wickenburg — Regular Meeting (2025-09-02)

Extracted text (via pymupdf) 180502 characters

INDIVIOR SETTLEMENT
AGREEMENT

INDIVIOR SETTLEMENT AGREEMENT
This Settlement Agreement, dated as of April 4, 2025 (the “Agreement”), sets forth the terms of
settlement between and among the Settling States, the Participating Subdivisions, and Indivior (as
those terms are defined below). Upon satisfaction of the conditions set forth in Sections II and
VIII, this Agreement will be binding on the Settling States, Indivior, and the Participating
Subdivisions. This Agreement will then be filed as part of a Consent Judgment in the respective
courts of each of the Settling States, pursuant to the terms set forth in Section VIII.
I.
Definitions
Unless otherwise specified, the following definitions apply:
A.
“Additional Remediation Amount.” The amount available to the Settling States
totaling up to $1,460,450 to be paid in accord with the payment schedule at Exhibit M-3.
B.
“Adjusted Maximum Remediation Payment.” The Maximum Remediation
Payment reduced by the State Allocation Percentage for each Non-Settling State on Exhibit F.
C.
“Agreement.” This agreement, as set forth above. For the avoidance of doubt, this
Agreement is inclusive of all exhibits.
D.
“Alleged Harms.” The alleged past, present, and future damages, harms, losses,
and related expenditures allegedly incurred by the Settling States and Participating Subdivisions
arising out of the use of Products, non-exclusive examples of which are described in the documents
listed on Exhibit A, that have allegedly arisen as a result of the physical and bodily injuries
sustained by individuals suffering from opioid-related addiction, death, and other related diseases
and disorders, and that have allegedly been caused by Released Entities.
E.
“Allocation Statute.” A state law that governs allocation, distribution, and/or use
of some or all of the Settlement Fund amounts allocated to that Settling State and/or its
Subdivisions. An Allocation Statute may, without limitation, contain a Statutory Trust, further
restrict expenditures of funds, form an advisory committee, establish oversight and reporting
requirements, or address other default provisions and other matters related to the funds. An
Allocation Statute is not required to address all three (3) types of funds comprising the Settlement
Fund or all default provisions.
F.
“Annual Fees Payment.” The amounts payable by Indivior in each Payment Year
comprised of the Additional Remediation Amount payment, and the Private Attorney Fees
payment, and not including the Annual Remediation Payment.

G.
“Annual Remediation Maximum.” The total amount available to Eligible States for
Annual Remediation Payments in each Payment Year as set forth in the “Maximum Annual
Remediation Payment” column of Exhibit M-1. In no event shall an Annual Remediation Payment
in Payment Years 1-2 exceed the Annual Remediation Maximum for that Payment Year set forth
in Exhibit M-1. For Payment Years 3-4, the Annual Remediation Payment may exceed the Annual
Remediation Maximum for that Payment Year only to the extent needed for the Incentive Payment
A Catch-up Payment for a Settling State that has not earned some or all of Incentive Payment BC
in prior Payment Years, having resulted in correspondingly lower Annual Remediation Payments
in those prior Payment Years.
H.
“Annual Remediation Payment.” The amount payable to the Settlement Fund by
Indivior for Settling States’ Base Payments and Incentive Payments on the Payment Date for each
Payment Year, as calculated by the Settlement Fund Administrator.
I.
“Appropriate Official.” As defined in Section XIII.E.3.
J.
“Bankruptcy Code.” Title 11 of the United States Code, 11 U.S.C. § 101, et seq.
K.
“Bar.” Either: (1) a law barring Subdivisions in a Settling State from maintaining
or asserting Released Claims against Released Entities (either through a direct bar or through a
grant of authority to release claims and the exercise of such authority in full); or (2) a ruling by the
highest court of the Settling State (or, in a Settling State with a single intermediate court of appeals,
the intermediate court of appeals) when setting forth the general principle that Subdivisions in the
Settling State may not maintain or assert any Released Claims against Released Entities, whether
on the ground of this Agreement (or the release in it) or otherwise. For the avoidance of doubt, a
law or ruling that is conditioned or predicated upon payment by a Released Entity (apart from the
Annual Remediation Payments by Indivior under this Agreement) shall not constitute a Bar.
L.
“Base Payment.” As defined in Section IV.G.
M.
“Case-Specific Resolution.” Either: (1) a law barring the Subdivision at issue from
maintaining any Released Claims against any Released Entities (either through a direct Bar or
through a grant of authority to release claims and the exercise of such authority in full); or (2) a
ruling by a court of competent jurisdiction over the Subdivision at issue that the Subdivision may
not maintain any Released Claims at issue against any Released Entities, whether on the ground
of this Agreement (or the release in it) or otherwise. For the avoidance of doubt, a law or ruling
that is conditioned or predicated upon payment by a Released Entity (apart from the annual
payments by Indivior under this Agreement) shall not constitute a Case-Specific Resolution.
N.
“Claim.” Any past, present or future cause of action, claim for relief, cross-claim
or counterclaim, theory of liability, demand, derivative claim, request, assessment, charge,
covenant, damage, debt, lien, loss, fine, penalty, restitution, reimbursement, disgorgement,
expenses, remediation, judgment, right, obligation, dispute, suit, contract, controversy, agreement,
parens patriae claim, promise, performance, warranty, omission, or grievance of any nature
whatsoever, whether legal, equitable, statutory, regulatory or administrative, whether arising under

federal, state or local common law, statute, regulation, guidance, ordinance or principles of equity,
whether filed or unfiled, whether asserted or unasserted, whether known or unknown, whether
accrued or unaccrued, whether foreseen, unforeseen or unforeseeable, whether discovered or
undiscovered, whether suspected or unsuspected, whether fixed or contingent, and whether
existing or hereafter arising, in all such cases, including, but not limited to, any request for
declaratory, injunctive, or equitable relief, compensatory, punitive, or statutory damages, absolute
liability, strict liability, restitution, remediation, subrogation, contribution, indemnity,
apportionment, disgorgement, reimbursement, attorney fees, expert fees, consultant fees, fines,
penalties, expenses, costs or any other legal, equitable, civil, administrative, or regulatory remedy
whatsoever.
O.
“Claim-Over.” A Claim asserted by a Non-Released Entity against a Released
Entity on the basis of contribution, indemnity, or other claim-over on any theory relating to a Non-
Party Covered Conduct Claim asserted by a Releasor.
P.
“Compensatory Restitution Amount.” The aggregate amount paid or incurred by
Indivior hereunder for Opioid Remediation, which includes each Annual Remediation Payment
and does not include amounts paid as attorneys’ fees and costs or identified pursuant to Section
V.B.2 as being used to pay attorneys’ fees, investigation costs or litigation costs, which shall be
up to the amount of the Adjusted Maximum Remediation Payment.
Q.
“Consent Judgment.” A consent judgment in a form to be agreed by the Settling
States and Indivior prior to the Effective Date that, among other things, (1) approves this Agreement
and (2) provides for the release set forth in Section X.A, including the dismissal with prejudice of
any Released Claims that the Settling State has brought against Released Entities.
R.
“Covered Conduct” means any actual or alleged act, failure to act, negligence,
statement, error, omission, breach of any duty, conduct, event, transaction, agreement, service,
work, sale, misstatement, misleading statement or other activity of any kind whatsoever from the
beginning of time through the Reference Date (and any past, present, or future consequence of any
such act, failure to act, negligence, statement, error, omission, breach of duty, conduct, event,
transaction, agreement, service, work, misstatement, misleading statement or other activity)
relating in any way to (a) compounding, counseling and documentation relating to any Product or
class of Products (b) the availability, discovery, research, development, manufacture, packaging,
repackaging, marketing, promotion, advertising, labeling, re-labeling, recall, withdrawal,
distribution, delivery, monitoring, reporting, regulatory compliance, supply, sale, offering,
prescribing, dispensing, physical security, warehousing, use or abuse of, or operating procedures
relating to, any Product, or any system, plan, policy, procedure, or advocacy relating to any Product
or class of Products, including, but not limited to, any branded or unbranded promotion, marketing,
or advertising, information, patient support or assistance, educational programs, consultancy,
research, other programs, or campaigns, lobbying, or grants, sponsorships, charitable donations,
or other funding relating to any Product or class of Products; (c) the characteristics, properties,
risks, or benefits of any Product; (d) the monitoring or non-monitoring of orders placed of any
Product; (e) the reporting, disclosure, nonreporting or non-disclosure to federal, state or other
regulators of orders for any Product placed with any Released Entity; (f) the selective breeding,

harvesting, extracting, purifying, exporting, importing, applying for quota for, procuring quota for,
handling, promoting, manufacturing, processing, packaging, supplying, distributing, converting,
or selling of, or otherwise engaging in any activity relating to, precursor or component Products,
including but not limited to natural, synthetic, semi-synthetic or chemical raw materials, starting
materials, finished active pharmaceutical ingredients, drug substances, or any related intermediate
Products; or (g) diversion control programs, suspicious order monitoring, or regulatory compliance
related to any Product.
S.
“Designated State.” The State of New York.
T.
“Effective Date.” The date sixty (60) calendar days after the Reference Date.
U.
“Eligible States.” The states, commonwealths, and territories of the United States
of America. The 56 Eligible States are listed in Exhibit F.
V.
“Enforcement Committee.” A committee consisting of representatives of the
Settling States and of the Participating Subdivisions. Exhibit B contains the organizational bylaws
of the Enforcement Committee. Notice pursuant to Section XIII.Q shall be provided when there
are changes in membership or contact information.
W.
“Final Order.” An order or judgment of a court of competent jurisdiction with
respect to the applicable subject matter (1) which has not been reversed or superseded by a
modified or amended order, is not currently stayed, and as to which any right to appeal or seek
certiorari, review, reargument, stay, or rehearing has expired, and as to which no appeal or petition
for certiorari, review, reargument, stay, or rehearing is pending, or (2) as to which an appeal has
been taken or petition for certiorari, review, reargument, stay, or rehearing has been filed and (a)
such appeal or petition for certiorari, review, reargument, stay, or rehearing has been resolved by
the highest court to which the order or judgment was appealed or from which certiorari, review,
reargument, stay, or rehearing was sought, or (b) the time to appeal further or seek certiorari,
review, reargument, stay, or rehearing has expired and no such further appeal or petition for
certiorari, review, reargument, stay, or rehearing is pending.
X.
“Force Majeure Event.” Any event reasonably beyond the control of Indivior that
prevents Indivior from manufacturing or distributing Settlement Product, including wars,
hostilities, revolution, riots, civil commotion, national emergency, unavailability of supplies,
epidemics, pandemics, health crisis, fire, flood, earthquake, force of nature, explosion, terrorist
act, embargo, or any act of God, or any law, regulation, ordinance, or other act or order of any
court or governmental authority.
Y.
“Global Settlement Amount.” The Global Settlement Amount is $83,537,683,
which is comprised of the Maximum Remediation Payment, Private Attorney Fees, Additional
Remediation Amount, and the Settlement Product Cash Conversion Amount.
Z.
“Implementation Administrator.” Rubris, Inc., which is the vendor that will be
retained by Indivior to provide notice pursuant to Section VII.A and to manage the initial joinder

period for Subdivisions, including the issuance and receipt of Subdivision Participation
Agreements.
AA.
“Incentive Payment A.” The incentive payment described in Section IV.H.4.
BB.
“Incentive Payment A Catch-up Payment.” As defined in Section IV.H.4.f.
CC.
“Incentive Payment BC.” The incentive payment described in Section IV.H.5.
DD.
“Incentive Payment D.” The incentive payment described in Section IV.H.6
EE.
"Indivior.” Indivior Inc.
FF.
“Initial Participating Subdivision.” A Subdivision that meets the requirements set
forth in Section VII.D.
GG.
“Initial Participation Date.” The date ninety (90) calendar days after the
Preliminary Agreement Date, unless it is extended by written agreement of Indivior and the
Enforcement Committee.
HH.
“Injunctive Relief Terms.” The terms described in Section III and set forth in
Exhibit P.
II.
“Later Litigating Subdivision.” A Subdivision (or Subdivision official asserting the
right of or for the Subdivision to recover for Alleged Harms to the Subdivision and/or the people
thereof) that: (1) first files a lawsuit bringing a Released Claim against a Released Entity after the
Reference Date; or (2) adds a Released Claim against a Released Entity after the Reference Date
to a lawsuit brought before the Reference Date that, prior to the Reference Date, did not include
any Released Claims against a Released Entity; or (3) (a) was a Litigating Subdivision whose
Released Claims against Released Entities were resolved by a legislative Bar or legislative Case-
Specific Resolution as of the Reference Date, (b) such legislative Bar or legislative Case-Specific
Resolution is subject to a Revocation Event after the Reference Date, and (c) the earlier of the date
of completion of opening statements in a trial in an action brought by a Subdivision in that Settling
State that includes a Released Claim against a Released Entity or one hundred eighty (180) days
from the Revocation Event passes without a Bar or Case-Specific Resolution being implemented
as to that Litigating Subdivision or the Litigating Subdivision's Released Claims being dismissed;
or (4) (a) was a Litigating Subdivision whose Released Claims against Released Entities were
resolved by a judicial Bar or judicial Case-Specific Resolution as of the Reference Date, (b) such
judicial Bar or judicial Case-Specific Resolution is subject to a Revocation Event after the
Reference Date, and (c) such Litigating Subdivision takes any action in its lawsuit asserting a
Released Claim against a Released Entity other than seeking a stay or dismissal.
JJ.
“Later Participating Subdivision.” A Participating Subdivision that is not an Initial
Participating Subdivision, but meets the requirements set forth in Section VII.E.

KK.
“Litigating Subdivision.” A Subdivision (or Subdivision official) that brought any
Released Claim against any Released Entity prior to the Reference Date. Exhibit C is an agreed
list of all Litigating Subdivisions. Exhibit C will be updated (including with any corrections)
periodically, and a final version of Exhibit C will be attached hereto as of the Reference Date.
LL.
“Maximum Remediation Payment.” The maximum amount owed by Indivior to the
Settling States and Subdivisions, exclusive of the Private Attorney Fees, the Additional
Remediation Amount and the Settlement Product Cash Conversion Amount. The amount of the
Maximum Remediation Payment is $38,022,450.
MM. “National Arbitration Panel.” The panel comprised as described in Section
VI.F.3.b.
NN.
“National Disputes.” As defined in Section VI.F.3.a.
OO.
“Non-Litigating Subdivision.” Any Subdivision that is not a Litigating
Subdivision.
PP.
“Non-Participating Subdivision.” Any Subdivision that is not a Participating
Subdivision.
QQ.
“Non-Party Covered Conduct Claim.” A Claim against any Non-Released Entity
involving, arising out of, or related to Covered Conduct (or conduct that would be Covered
Conduct if engaged in by a Released Entity).
RR.
“Non-Party Settlement.” A settlement by any Releasor that settles any Non-Party
Covered Conduct Claim and includes a release of any Non-Released Entity.
SS.
“Non-Released Entity.” An entity that is not a Released Entity.
TT.
“Non-Settling State.” Any Eligible State that is not a Settling State.
UU.
“Opioid Remediation.” Care, treatment, and other programs and expenditures
(including reimbursement for past such programs or expenditures1 except where this Agreement
restricts the use of funds solely to future Opioid Remediation) designed to (1) address the misuse
and abuse of opioid products, (2) treat or mitigate opioid use or related disorders, or (3) mitigate
other alleged effects of, including on those injured as a result of, the opioid epidemic. Exhibit E
provides a non-exhaustive list of expenditures that qualify as being paid for Opioid Remediation.
Qualifying expenditures may include reasonable related administrative expenses in connection
with the above.

1 Reimbursement includes amounts paid to any governmental entities for past expenditures or programs

VV.
“Participating Subdivision.” Any Subdivision that meets the requirements for
becoming a Participating Subdivision under Section VII.B and Section VII.C. Participating
Subdivisions include both Initial Participating Subdivisions and Later Participating Subdivisions.
WW. “Participation Percentage of Incentive BC Eligible Subdivision Population.” As
defined in Section IV.H.5.e.
XX.
“Parties.” Indivior and the Settling States (each, a "Party").
YY.
“Payment Date.” July 25, 2025, for Payment Year 1 and March 1 for each Payment
Year thereafter, which are the dates by which Indivior shall make the Annual Remediation
Payment, the Annual Fees Payment in Payment Years 2-4, and the payment for Settlement Product
Cash Conversion Amount in Payment Year 5.
ZZ.
“Payment Year.” The calendar year during which the applicable Annual
Remediation Payment and/or the Annual Fees Payment and/or the payment for Settlement Product
Cash Conversion Amount, are due. Payment Year 1 is 2025, Payment Year 2 is 2026 and so forth.
References to payment “for a Payment Year” mean the Annual Remediation Payment and/or
Annual Fees Payment and/or the payment for Settlement Product Cash Conversion Amount due
during that year. References to eligibility “for a Payment Year” mean eligibility in connection
with the Annual Remediation Payment and/or Annual Fees Payment and/or the payment for
Settlement Product Cash Conversion Amount due during that year.
AAA. “Preliminary Agreement Date.” The date on which Indivior is to inform the Settling
States of its determination that the condition in Section II.B has been satisfied. The Preliminary
Agreement Date shall be no more than fourteen (14) calendar days after the end of the notice period
to Eligible States, unless it is extended by written agreement of Indivior and the Enforcement
Committee.
BBB. “Primary Fire District.” A fire district that covers a population of 25,000, or 0.20%
of an Eligible State’s population if an Eligible State’s population is greater than 18 million. If not
easily calculable from state data sources and agreed to between the Eligible State and Indivior, a
fire district’s population is calculated by dividing the population of the county or counties a fire
district serves by the number of fire districts in the county or counties. “Primary Fire Districts”
shall mean fire districts as identified in connection with the implementation of the July 21, 2021,
Janssen Settlement Agreement.
CCC. “Primary Subdivision.” A Subdivision that is a General Purpose Government
(including, but not limited to, a municipality, a county, county subdivision, city town, township,
parish, village, borough, gore, or any other entities that provide municipal-type government) with
population over 10,000; provided, however, that as used in connection with Incentive Payment
BC, the population threshold is 30,000. Attached as Exhibit I is an agreed list of the Primary
Subdivisions in each Eligible State.

DDD. “Private Attorney Fees” are the amount to be paid for private attorneys’ litigation
fees and costs on behalf of Participating Subdivisions. The maximum amount of Private Attorney
Fees is $9,054,783. For avoidance of doubt, Private Attorney Fees do not include the Additional
Remediation Amount.
EEE. “Product.” Any chemical substance, whether used for medicinal or non-medicinal
purposes, and whether natural, synthetic, or semi-synthetic, or any finished pharmaceutical product
made from or with such substance, that is: (1) an opioid or opiate, as well as any product containing
any such substance; (2) benzodiazepine, carisoprodol, or gabapentin; or (3) a combination or
“cocktail” of chemical substances prescribed, sold, bought, or dispensed to be used together that
includes opioids or opiates. “Product” shall include, but is not limited to, any substance consisting
of or containing buprenorphine, codeine, fentanyl, hydrocodone, hydromorphone, meperidine,
methadone,
morphine,
naloxone,
naltrexone,
oxycodone,
oxymorphone,
pentazocine,
propoxyphene, tapentadol, tramadol, opium, heroin, carfentanil, diazepam, estazolam, quazepam,
alprazolam, clonazepam, oxazepam, flurazepam, triozolam, temazepam, midazolam, carisoprodol,
gabapentin, or any variant of these substances or any similar substance. Notwithstanding the
foregoing, nothing in this section prohibits a Settling State from taking administrative or regulatory
action related to benzodiazepine (including, but not limited to, diazepam, estazolam, quazepam,
alprazolam, clonazepam, oxazepam, flurazepam, triozolam, temazepam, and midazolam),
carisoprodol, or gabapentin that is wholly independent from the use of such drugs in combination
with opioids, provided such action does not seek money (including abatement and/or remediation)
for conduct prior to the Initial Participation Date. “Product” also includes any natural, synthetic,
semi-synthetic or chemical raw materials, starting materials, finished active pharmaceutical
ingredients, drug substances, and any intermediate products used or created in the manufacturing
process for any of the substances described above.
FFF.
“Reference Date.” The date on which Indivior is to inform the Settling States of its
determination whether the condition in Section VIII has been satisfied. The Reference Date shall
be no later than thirty (30) calendar days after the Initial Participation Date, unless it is extended
by written agreement of Indivior and the Enforcement Committee.
GGG. “Released Claims.” Any and all Claims that directly or indirectly are based on,
arise out of, or in any way relate to or concern the Covered Conduct and/or Alleged Harms
occurring prior to the Initial Participation Date. Without limiting the foregoing, Released Claims
include any Claims that have been asserted against Released Entities by a Settling State or
Litigating Subdivision in any federal, state, or local action or proceeding (whether judicial, arbitral,
or administrative) based on, arising out of, or relating to, in whole or in part, the Covered Conduct
and/or Alleged Harms, or any such Claims that could be or could have been asserted now or in the
future in those actions or in any comparable action or proceeding brought by a Settling State,
Subdivision, or Releasor (whether or not such Settling State, Subdivision, or Releasor has brought
such action or proceeding). Released Claims also include all Claims against Released Entities
asserted in any proceeding to be dismissed pursuant to the Agreement, whether or not such claims
relate to Covered Conduct and/or Alleged Harms. The Parties intend that this term, “Released
Claims,” be interpreted broadly. This Agreement does not release Claims by private individuals.
It is the intent of the Parties that Claims by private individuals be treated in accordance with

applicable law. Released Claims is also used herein to describe claims brought by a non-party
Subdivision that would have been Released Claims if they had been brought by a Releasor against
a Released Entity. Claims relating to or concerning Covered Conduct pertaining to Indivior’s
product Sublocade® are not “Released Claims” under this Agreement.
HHH. “Released Entities.” This includes Indivior and (1) all past and present parents,
subsidiaries, affiliates, divisions, predecessors, successors, and assigns (in each case, whether
direct or indirect) of Indivior; (2) all past and present parents, subsidiaries, affiliates, and divisions
(in each case, whether direct or indirect) of any entity described in subsection (1); (3) the respective
past and present officers, directors, members, trustees, and employees of any of the foregoing (each
for actions that occurred during and related to their work for, or employment with, any of Indivior
or the foregoing entities); (4) all past and present joint ventures (whether direct or indirect) of
Indivior or its parents, subsidiaries, or affiliates, including in any such entity’s capacity as a
participating member in such joint venture; (5) all past and present direct or indirect parents and
shareholders of Indivior (solely in their capacity as parents or shareholders of Indivior with respect
to Covered Conduct); and (6) all past and present contract manufacturers of any Product
commercialized by Indivior or any person or entity otherwise described in subsections (1)-(5)
(solely in their capacity as contract manufacturers); and (7) any past or present insurer of Indivior
or any person or entity otherwise described in subsections (1)-(6) (solely in its role as insurer of
such person or entity and subject to the last sentence of Section X.C). A list of Indivior’s joint
ventures, subsidiaries, affiliates, contract manufacturers, and predecessor entities is set forth in
Exhibit J. Any person or entity described in subsections (3)-(7) shall be a Released Entity solely
in the capacity described in such clause and shall not be a Released Entity with respect to its
conduct in any other capacity. Any entity acquired, or joint venture entered into, by Indivior after
the Initial Participation Date is not a Released Entity. Further and notwithstanding anything else
in this paragraph, no entity sued in In re: National Prescription Opiate Litigation, No. 1:17-md-
2804 (N.D. Ohio) is included as a Released Entity other than the entities listed on Exhibit J.
III.
“Releasors.” This includes (1) each Settling State; (2) each Participating
Subdivision; and (3) without limitation and to the maximum extent of the power of each Settling
State’s Attorney General’s and/or Participating Subdivision to release Claims, (a) the Settling
State’s and Participating Subdivision’s departments, agencies, divisions, boards, commissions,
Subdivisions, districts, instrumentalities of any kind and attorneys, including its Attorney General,
and any person in his or her official capacity whether elected or appointed to serve any of the
foregoing and any agency, person, or other entity claiming by or through any of the foregoing, (b)
any public entities, public instrumentalities, public educational institutions, unincorporated
districts, fire districts, irrigation districts, water districts, emergency services districts, school
districts, healthcare districts, hospital districts, Sheriffs and law enforcement districts, library
districts, coroner’s offices, and public transportation authorities, and other Special Districts in a
Settling State, including those with the regulatory authority to enforce state and federal controlled
substances acts or the authority to bring Claims related to Covered Conduct seeking money
(including abatement (or remediation and/or restitution)) or revoke a pharmaceutical distribution
license, and (c) any person or entity acting in a parens patriae, sovereign, quasi-sovereign, private
attorney general, qui tam, taxpayer, or other capacity seeking relief , including but not limited to,
fines, penalties, or punitive damages, on behalf of or generally applicable to the general public

with respect to a Settling State or Subdivision in a Settling State, whether or not any of them
participate in this Agreement. The inclusion of a specific reference to a type of entity in this
definition shall not be construed as meaning that the entity is not a Subdivision. Each Settling
State’s Attorney General represents that he or she has or has obtained (or will obtain no later than
the Initial Participation Date) the authority set forth in Section X.G. In addition to being a Releasor
as provided herein, a Participating Subdivision shall also provide the Subdivision Settlement
Participation Form referenced in Section VII providing for a release to the fullest extent of the
Participating Subdivision’s authority.
JJJ.
“Remediation Accounts Fund.” The component of the Settlement Fund described
in Section V.
KKK. “Revocation Event.” With respect to a Bar, or Case-Specific Resolution, a
revocation, rescission, reversal, overruling, or interpretation that in any way limits the effect of
such Bar, or Case-Specific Resolution on Released Claims, or any other action or event that
otherwise deprives the Bar, or Case-Specific Resolution of force or effect in any material respect.
LLL. “Settlement Fund.” The interest-bearing fund established at [Bank TBD] pursuant
to this Agreement into which the Annual Remediation Payments are made under Section IV, which
is intended to be classified as a “qualified settlement fund” within the meaning of 26 C.F.R. §§
1.468B-1 et seq. and which shall be approved by any Settling State in accordance with the
requirements of 26 C.F.R. § 1.468B-1.
MMM. “Settlement Fund Administrator.” BrownGreer PLC, which is the entity that
annually determines the Annual Remediation Payment (including calculating offset or reduction
and Incentive Payments pursuant to Section IV and any amounts subject to offset pursuant to
Section XII) and Additional Remediation Amount, administers the Settlement Fund, and
distributes amounts into the Remediation Accounts Fund, State Fund, and Subdivision Fund
pursuant to this Agreement. The duties of the Settlement Fund Administrator shall be governed by
this Agreement. Prior to the Effective Date, Indivior and the Enforcement Committee shall agree
to a detailed description of the Settlement Fund Administrator’s duties and responsibilities,
including a detailed mechanism for paying the Settlement Fund Administrator’s fees and costs, all
of which shall be appended to the Agreement as Exhibit L.
NNN. “Settlement Fund Escrow.” The interest-bearing escrow fund established pursuant
to this Agreement to hold disputed payments made under this Agreement.
OOO. “Settlement Payment Schedule.” The schedule attached to this Agreement as
Exhibit M-1, Exhibit M-2, and Exhibit M-3.
PPP.
“Settlement Product” means SUBLOCADE® (buprenorphine extended-release)
injection for subcutaneous use and Indivior’s OPVEE (nalmefene) nasal spray, which are provided
to the Settling States as part of the settlement, at no cost as set forth in Section XIV and Exhibit
D.

QQQ. “Settlement Product Cash Conversion Amount” means the resulting dollar amount
from when a Settling State has elected to convert all or a portion of its Settlement Product
Allocation into a cash payment pursuant to Section XIV and Exhibit D. The aggregate, maximum
amount that could be paid from the conversion of Settlement Product into cash is $35,000,000.
RRR. “Settlement Product Election Date” is the date thirty (30) days after the Effective
Date by which a Settling State must submit its election of the Settling State’s allocation of
Settlement Product or cash conversion of Settlement Product pursuant to Section XIV and Exhibit
D.
SSS.
“Settlement Product Election Form” means the form a Settling State uses to submit
its election of the Settling State’s allocation of Settlement Product or cash conversion of Settlement
Product pursuant to Section XIV and Exhibit D.
TTT. “Settling State.” An Eligible State that has entered into this Agreement and delivers
executed releases in accordance with Section VIII.A.
UUU. “State Allocation.” The Maximum Remediation Payment multiplied by the State
Allocation Percentage for each Eligible State listed in Exhibit F.
VVV. “State Allocation Percentage.” A Settling State’s percentage as set forth in Exhibit
F.
WWW.
“State Fund.” The component of the Settlement Fund described in Section
V.
XXX. “State-Subdivision Agreement.” An agreement that a Settling State reaches with
the Subdivisions in that Settling State regarding the allocation, distribution, and/or use of funds
allocated to that Settling State and to its Subdivisions. A State-Subdivision Agreement shall be
effective if approved pursuant to the provisions of Exhibit O or if adopted by statute. Preexisting
agreements addressing funds other than those allocated pursuant to this Agreement shall qualify if
the approval requirements of Exhibit O are met. A Settling State and its Subdivisions may revise
a State-Subdivision Agreement if approved pursuant to the provisions of Exhibit O, or if such
revision is adopted by statute.
YYY. “Statutory Trust.” A trust fund established by state law to receive funds allocated
to a Settling State's Remediation Accounts Fund and restrict any expenditures made using funds
from the Settling State's Remediation Accounts Fund to Opioid Remediation, subject to reasonable
administrative expenses. A Settling State may give a Statutory Trust authority to allocate one (1)
or more of the three (3) types of funds comprising such Settling State’s Settlement Fund, but this
is not required.
ZZZ. “Statewide Payment Amount.” The amount from the Remediation Payment to be
paid to a Settling State, including its separate types of funds (if applicable) and its Participating
Subdivisions listed in Exhibit G.

AAAA.
“Subdivision.” Any (1) General Purpose Government (including, but not
limited to, a municipality, county, county subdivision, city, town, township, parish, village,
borough, gore, or any other entities that provide municipal-type government), School District, or
Special District within a Settling State, and (2) any other subdivision, subdivision official (acting
in an official capacity on behalf of the subdivision) or sub-entity of or located within a Settling
State (whether political, geographical or otherwise, whether functioning or non-functioning,
regardless of population overlap, and including, but not limited to, Nonfunctioning Governmental
Units and public institutions) that has filed a lawsuit that includes a Released Claim against a
Released Entity in a direct, parens patriae, or any other capacity. “General Purpose Government,”
“School District,” and “Special District” shall correspond to the “five basic types of local
governments” recognized by the U.S. Census Bureau and match the 2017 list of Governmental
Units. 2 The three (3) General Purpose Governments are county, municipal, and township
governments; the two (2) special purpose governments are School Districts and Special
Districts.3 “Fire District,” “Health District,” “Hospital District,” and “Library District” shall
correspond to categories of Special Districts recognized by the U.S. Census Bureau.4 References
to a Settling State’s Subdivisions or to a Subdivision “in,” “of,” or “within” a Settling State
include Subdivisions located within the Settling State even if they are not formally or legally a
sub-entity of the Settling State; provided, however, that a “Health District” that includes any of
the following words or phrases in its name shall not be considered a Subdivision: mosquito, pest,
insect, spray, vector, animal, air quality, air pollution, clean air, coastal water, tuberculosis, and
sanitary.
BBBB. “Subdivision Allocation Percentage.” The portion of a Settling State's Subdivision
Fund set forth in Exhibit G that a Subdivision will receive pursuant to Section V if it becomes a
Participating Subdivision. The aggregate Subdivision Allocation Percentage of all Subdivisions
receiving a Subdivision Allocation Percentage in each Settling State shall equal one hundred
percent (100%). Immediately upon the effectiveness of any State-Subdivision Agreement,
Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3 (or upon
the effectiveness of an amendment to any State-Subdivision Agreement, Allocation Statute,

2 https://www2.census.gov/programs-surveys/gus/datasets/2017/govt_units_2017.ZIP.
3 E.g., U.S. Census Bureau, “Technical Documentation: 2017 Public Use Files for State and Local Government
Organization” at 7 (noting that “the Census Bureau recognizes five basic types of local governments,” that three
of those are “general purpose governments” (county governments, municipal governments, and township
governments), and that the other two are “school district and special district governments”),
https://www2.census.gov/programs-surveysigus/datasets/2017/2017_gov_org_meth_tech_doc.pdf.

4 A list of 2017 Government Units provided by the Census Bureau identifies 38,542 Special Districts and
categorizes them by “FUNCTION_NAME.” “Govt_Units_2017_Final” spreadsheet, “Special District” sheet,
included in “Independent Governments - list of governments with reference information,”
https://www2.census.gov/programs-surveys/gus/datasets/2017/govt_units_2017.ZIP. As used herein, “Fire
District” corresponds to Special District function name “24 — Local Fire Protection,” “Health District”
corresponds to Special District function name “32 — Health,” “Hospital District” corresponds to Special District
function name “40 —Hospitals,” and “Library District” corresponds to Special District function name “52 —
Libraries.” See id.

Statutory Trust, or voluntary redistribution allowed by Section V.D.3) that addresses allocation
from the Subdivision Fund, whether before or after the Initial Participation Date, Exhibit G will
automatically be amended to reflect the allocation from the Subdivision Fund pursuant to the State-
Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed
by Section V.D.3. The Subdivision Allocation Percentages contained in Exhibit G may not change
once notice is distributed pursuant to Section VII.A, except upon the effectiveness of any State-
Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed
by Section V.D.3 (or upon the effectiveness of an amendment to any State-Subdivision Agreement,
Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3) that
addresses allocation from the Subdivision Fund. For the avoidance of doubt, no Subdivision not
listed on Exhibit G shall receive an allocation from the Subdivision Fund and no provision of this
Agreement shall be interpreted to create such an entitlement.
CCCC. “Subdivision Fund.” The component of the Settlement Fund described in Section
V.A.
DDDD.
“Subdivision Settlement Participation Form.” The form attached as Exhibit
K that Participating Subdivisions must execute and return to the Implementation Administrator or
Settlement Fund Administrator, and which shall (1) make such Participating Subdivisions
signatories to this Agreement, (2) include a full and complete release of any and all of such
Subdivision’s claims, and (3) require the prompt dismissal with prejudice of any Released Claims
that have been filed by any such Participating Subdivision
EEEE. “Threshold Motion.” A motion to dismiss or equivalent dispositive motion made
at the outset of litigation under applicable procedure. A Threshold Motion must include as potential
grounds for dismissal any applicable Bar or the relevant release by a Settling State or Participating
Subdivision provided under this Agreement and, where appropriate under applicable law, any
applicable limitations defense.
II.
Participation by Eligible States and Condition to Preliminary Agreement
A.
Notice to Eligible States. On May 26, 2025, this Agreement shall be distributed to
all Eligible States. The Attorneys General of the Eligible States shall then have until June 25, 2025,
to decide whether to become Settling States and notify Indivior of that decision. Eligible States
that determine to become Settling States shall so notify Indivior and shall further commit to
obtaining any necessary additional state releases prior to the Reference Date. This notice period
may be extended by written agreement of Indivior and the Enforcement Committee.
B.
Condition to Preliminary Agreement. Following the notice period set forth in
Section II.A, Indivior shall have fourteen (14) calendar days to determine whether, in its sole
discretion, enough Eligible States have agreed to become Settling States to proceed with notice to
Subdivisions as set forth in Section VII. This period may be extended by written agreement of
Indivior and the Enforcement Committee. If Indivior determines that this condition has been
satisfied, and that notice to the Subdivisions should proceed, it will so notify the Settling States by
providing notice to the Enforcement Committee. The date of such notice shall be the Preliminary

Agreement Date. If Indivior determines that this condition has not been satisfied, this Agreement
will have no further effect and all releases and other commitments or obligations contained herein
will be void.
C.
Later Joinder by Eligible States. After the Preliminary Agreement Date, an Eligible
State may only become a Settling State with the consent of Indivior and the Enforcement
Committee, provided that the Enforcement Committee may not withhold consent to an Eligible
States’s later joinder if the Eligible State agrees to join pursuant to the terms of this Agreement
and the allocation set forth on Exhibit F. If an Eligible State becomes a Settling State more than
sixty (60) calendar days after the Preliminary Agreement Date, but on or before the Reference
Date, the Subdivisions in that Eligible State that become Participating Subdivisions within ninety
(90) calendar days of the Eligible State becoming a Settling State shall be considered Initial
Participating Subdivisions. An Eligible State may not become a Settling State after the Reference
Date.
D.
Litigation Activity. Following the Preliminary Agreement Date, Eligible States that
determine to become Settling States shall make reasonable efforts to cease litigation activity
against Indivior, including by jointly seeking stays or, where appropriate, severance of claim
against Indivior, where feasible, and otherwise to minimize such activity by means of agreed
deadline extensions and agreed postponement of depositions, document productions, and motion
practice if a motion to stay or sever is not feasible or is denied.
III.
Injunctive Relief
A.
Injunctive Relief. As part of the Consent Judgment, the Parties agree to the entry of
the injunctive relief terms attached in Exhibit P.

IV.
Settlement Payments
A.
Settlement Fund. All payments under this Section IV shall be made into the
Settlement Fund, except that, where specified, they shall be made into the Settlement Fund Escrow.
The Settlement Fund shall be allocated and used only as specified in Section V.
B.
Annual Remediation Payments
1. Indivior shall make four (4) Annual Remediation Payments, each comprised of
Base Payments and Incentive Payments as provided in this Section IV and as determined
by the Settlement Fund Administrator as set forth in this Agreement, provided that the
Annual Remediation Payment in Payment Year 1 shall consist solely of Base Payments.
The payment schedule for the Annual Remediation Payments is attached hereto as Exhibit
M-2.
2. In no instance shall Indivior’s Annual Remediation Payment obligation exceed the
Annual Remediation Maximum, reduced for Non-Settling States, except as specified in the

definition of “Annual Remediation Maximum” for Payment Years 3 and 4. In no instance
shall the sum of Indivior’s Annual Remediation Payment obligations for Payment Years 1-
4 exceed the sum of Indivior’s Annual Remediation Maximums for Payment Years 1-4,
reduced for Non-Settling States.
C.
Settlement Fund Payment Process
1. To determine each Annual Remediation Payment for Payment Year 2 and forward,
the Settlement Fund Administrator shall use the data as of sixty (60) days prior to the
Payment Date for each payment, unless another provision of the Agreement specifies a
different date. Prior to the Effective Date, the Parties will include Exhibit L, which sets forth
in detail the process for the Settlement Fund Administrator to obtain relevant data and for
distributing funds to the Settling States and their Participating Subdivisions listed on Exhibit
G consistent with the terms of this Agreement as quickly as practical.
2. The Settlement Fund Administrator shall determine the Annual Remediation
Payment and the Statewide Payment Amount for each Settling State, consistent with the
provisions in Exhibit L, by:
a.
Determining, for each Settling State, the Base Payment amount and
Incentive Payment amount to which the Settling State is entitled by applying the
criteria under Section IV.F, Section IV.G, and Section IV.H;
b.
applying any offsets as specified under Section XII;
c.
determining the total amount owed by Indivior to all Settling States
and the Participating Subdivisions listed on Exhibit G; and
d.
the Settlement Fund Administrator shall then allocate, after
subtracting the portion of any Settlement Fund Administrator costs and fees owed
out of funds from the Settlement Fund pursuant to Section V.C.5, the Annual
Remediation Payment pursuant to Section V among the Settling States, among the
separate types of funds for each Settling State (if applicable), and among the
Participating Subdivisions listed on Exhibit G.
3. If, no later than fifty (50) days prior to the Payment Date, Indivior and the
Enforcement Committee inform the Settlement Fund Administrator that they agree on the
amount of the Annual Remediation Payment and the Statewide Payment Amount for each
Settling State, Indivior shall pay the agreed-upon Annual Remediation Payment amount on
the Payment Date and the Settlement Fund Administrator shall treat those amounts as the
determination described in Section IV.C.2. If the Settlement Fund Administrator is not so
informed, it shall give notice to Indivior, the Settling States, and the Enforcement
Committee of the amount of the Annual Remediation Payment, and the Statewide Payment

Amount for each Settling State, following the determination described in Section IV.C.2,
and the following timeline shall apply:
a.
Within twenty-one (21) calendar days of the notice provided by the
Settlement Fund Administrator, Indivior, any Settling State or the Enforcement
Committee may dispute, in writing, the calculation of the Annual Remediation
Payment or the Statewide Payment Amount for a Settling State. Such disputing
party must provide a written notice of dispute to the Settlement Fund Administrator,
the Enforcement Committee, any affected Settling State, and Indivior identifying
the nature of the dispute, the amount of money that is disputed, and the Settling
State(s) affected.
b.
Within twenty-one (21) calendar days of the sending of a written
notice of dispute, any affected party may submit a response, in writing, to the
Settlement Fund Administrator, the Enforcement Committee, any affected Settling
State, and Indivior identifying the basis for disagreement with the notice of dispute.
c.
If no response is filed, the Settlement Fund Administrator shall
adjust the amount calculated consistent with the written notice of dispute, and
Indivior shall pay the adjusted amount, collectively totaling that Payment Year's
Annual Remediation Payment, on the Payment Date. If a written response to the
written notice of dispute is timely sent to the Settlement Fund Administrator, the
Settlement Fund Administrator shall notify Indivior of the preliminary amount to
be paid, which shall be the greater of the amount originally calculated by the
Settlement Fund Administrator or the amount that would be consistent with the
notice of dispute, provided, however, that in no circumstances shall the preliminary
amount to be paid be higher than the Annual Remediation Maximum. For the
avoidance of doubt, a transfer of payments from the Settlement Fund Escrow for
other Payment Years does not count toward determining whether the amount to be
paid is higher than the Annual Remediation Maximum or other relevant maximum
payment.
d.
The Settlement Fund Administrator shall place any disputed amount
of the preliminary amount paid by Indivior into the Settlement Fund Escrow and
shall disburse any undisputed amount to each Settling State and its Participating
Subdivisions listed on Exhibit G pursuant to Section IV.C.4.
4. If a Settling State informs the Settlement Fund Administrator that it and its
Participating Subdivisions listed on Exhibit G have agreed on the amount of its Statewide
Payment Amount, determined pursuant to Section IV.C.2 or Section IV.C.3, to be
distributed to the Settling State, among its separate types of funds (if applicable), and among
its Participating Subdivisions listed on Exhibit G, the Settlement Fund Administrator shall
disburse the Statewide Payment Amount pursuant to the consensus distribution amounts
provided by the Settling State as quickly as practical. For a Settling State that does not so
notify the Settlement Fund Administrator, the Settlement Fund Administrator shall allocate

the Settling State’s Statewide Payment Amount, pursuant to Section V, among the separate
types of funds for the Settling State (if applicable), and among its Participating Subdivisions
listed on Exhibit G using the following procedures:
a.
As soon as possible for each payment and following the
determination described in Section IV.C.2 or Section IV.C.3, the Settlement Fund
Administrator shall give notice to the relevant Settling States and their Participating
Subdivisions listed on Exhibit G of the amount to be received by each Settling State,
the amount to be received by the separate types of funds for each Settling State (if
applicable), and the amount to be received by each Participating Subdivision listed
on Exhibit G for each Settling State.
b.
Within twenty-one (21) days of the notice provided by the
Settlement Fund Administrator, any Settling State or Participating Subdivision
listed on Exhibit G may dispute, in writing, the calculation of the amount to be
received by the relevant Settling State and/or its Participating Subdivision listed on
Exhibit G. A dispute will be deemed invalid and disregarded if it challenges the
allocations adopted by a State-Subdivision Agreement approved pursuant to the
provisions of Exhibit O or by statute. Such disputing party must provide a written
notice of dispute to the Settlement Fund Administrator, any affected Settling State,
and any affected Participating Subdivision identifying the nature of the dispute, the
amount of money that is disputed, and the Settling State(s) affected.
c.
Within twenty-one (21) days of the sending of a written notice of
dispute, any affected Settling State or any affected Participating Subdivision may
submit a response, in writing, to the Settlement Fund Administrator, any affected
Settling State and any affected Participating Subdivision identifying the basis for
disagreement with the notice of dispute.
d.
If no response is filed, the Settlement Fund Administrator shall
adjust the amount calculated consistent with the written notice of dispute.
e.
The Settlement Fund Administrator shall place any disputed amount
into the Settlement Fund Escrow and shall disburse any undisputed amount to the
Settling State and its Participating Subdivisions eligible for payment.
5. Disputes described in this subsection shall be resolved in accordance with the terms
of Section VI.F.
6. The Settlement Fund Administrator may combine the disbursements of Annual
Remediation Payments with disbursement of funds under other comparable opioid
settlements. In determining when disbursements for each Annual Remediation Payment will
be made, the Settlement Fund Administrator may take into account the timeline for the
availability of disbursements under other comparable opioid settlements.

7. For the avoidance of doubt, a Subdivision not listed on Exhibit G shall not receive
an allocation from the Subdivision Fund and no provision of this Agreement shall be
interpreted to create such an entitlement.
D.
Procedure for Annual Remediation Payment and Annual Fees Payment in Payment
Year 1. The process described in Section IV.C shall not apply to Payment Year 1. The procedure
in lieu of Section IV.C for Payment Year 1 is as set forth below:
1. The Payment Date for Payment Year 1 is July 25, 2025. Indivior shall deposit into
a segregated interest-bearing bank account it establishes the “Adjusted Maximum Base
Payment” for Payment Year 1. This amount shall be calculated by multiplying the aggregate
State Allocation Percentage attributable to Eligible States that have agreed to become
Settling States by the Preliminary Agreement Date by the “Maximum Base Payment”
amount specified in Exhibit M-2 for Payment Year 1. Indivior shall also deposit into two
(2) separate segregated interest-bearing bank accounts it establishes: (a) the “Maximum
Exhibit R Private Attorney Fees” for Payment Year 1 as specified in Exhibit M-3; and (b)
the “Additional Remediation Amount” for Payment Year 1 as specified in Exhibit M-3.
Indivior shall separately account for the interest earned on each of the three (3) accounts.
2. Indivior shall provide proof to the Enforcement Committee of the deposits required
by Section IV.D.1 by July 25, 2025. Indivior shall not remove any money from the
segregated bank accounts, except as provided by Sections IV.D.3-5.
3. In the event that, in accordance with the terms of Section VIII.B, Indivior
determines not to proceed with the Settlement, or the Settlement does not become effective
for any other reason, the funds held in the segregated bank accounts shall immediately revert
to Indivior.
4. If the condition set forth in Section VIII.B is met, Indivior shall transfer into the
Settlement Fund, no later than five (5) business days after the Reference Date (unless the
Enforcement Committee specifies a later date), the amount in the segregated account
holding the “Adjusted Maximum Base Payment” for Payment Year 1 plus the total amount
of the Base Payment owed in Payment Year 1 for the Eligible States that newly agreed to
become a Settling State between the Preliminary Agreement Date and the Reference Date,
which shall be calculated by multiplying those Settling States’ State Allocation Percentage
by the amount specified in Exhibit M-2 for Payment Year 1. If the condition set forth in
Section VIII.B is met, Indivior also shall transfer into the relevant funds as directed by the
Enforcement Committee, no later than five (5) business days after the Reference Date
(unless the Enforcement Committee specifies a later date), the amount in the segregated
account holding the “Maximum Exhibit R Private Attorney Fees” for Payment Year 1
(including all interest accrued on that account), and the amount in the segregated account
holding the “Additional Remediation Amount” for Payment Year 1 (including all interest
accrued on that account), except that any reductions provided by Section IX.B and Exhibit

R shall revert to Indivior. Indivior shall provide an accounting to the Enforcement
Committee of the transfers, including Statewide Payment Amount for Payment Year 1 for
each Eligible State that newly agreed to become a Settling State between the Preliminary
Agreement Date and the Reference Date.
5. The interest earned from the deposit account holding the Adjusted Maximum Base
Payment for Payment Year 1 shall be used, first, to pay for the Implementation
Administrator, then to pay for the Implementation Administrator in the Alvogen, Amneal,
Apotex, Hikma, Mylan, Sun, and Zydus Settlement Agreements, and finally to be
transferred to the Settlement Fund to be used to pay for the Settlement Fund Administrator
pursuant to Section V.C.5.
6. The Annual Remediation Payment for Payment Year 1 transferred by Indivior into
the Settlement Fund pursuant to Section IV.D.4 shall be disbursed by the Settlement Fund
Administrator after the Effective Date to each Settling State and to its Initial Participating
Subdivisions listed on Exhibit G pursuant to Section IV.C.4 through Section IV.C.7;
provided, however, that for any Settling State where the Consent Judgment has not been
entered as of the Effective Date, the funds allocable to that Settling State and its
Participating Subdivisions listed on Exhibit G shall not be disbursed until ten (10) calendar
days after the entry of the Consent Judgment in that Settling State.
E.
Payment Date for Payment Years 2 through 4. The Payment Date for Payment Year
2 is March 1, 2026. The Payment Date for Payment Years 3 through 4 shall be each successive
March 1. The Annual Remediation Payments for those Payment Years shall be made pursuant to
the process set forth in Section IV.C.
F.
Offsets to Annual Remediation Payments to the Settlement Fund for Non-Settling
States. An offset equal to $38,022,450 times the State Allocation Percentage assigned to each Non-
Settling State in Exhibit F shall be deducted from the total amount to be paid by Indivior to the
Settlement Fund. For the avoidance of doubt, the Adjusted Maximum Remediation Payment is
calculated in a way that reflects this offset. The Base Payments and Incentive Payments are also
subject to offset as provided in Section XII.
G.
Base Payments.
1. Subject to the offset provisions set forth in Section XII, Indivior shall make Base
Payments into the Settlement Fund in an amount equal to forty percent (40%) of the
Adjusted Maximum Remediation Payment. The maximum total for Base Payments is
$15,208,980. The Base Payments shall be due in installments consistent with Exhibit M-2
over the four (4) Payment Years.

2. The Base Payment for any Settling State in each Payment Year shall be the Base
Payment for that Payment Year specified in Exhibit M-2 times the Settling State’s State
Allocation Percentage specified in Exhibit F.
H.
Incentive Payments.
1. Subject to the offset provisions set forth in Section XII, Indivior shall make
potential additional incentive payments totaling up to a maximum of sixty percent (60%) of
the Adjusted Maximum Remediation Payment, with the Incentive Payment amount
depending on whether and the extent to which the criteria set forth below are met in each
Settling State. The maximum total for Incentive Payments is $22,813,470.
2. A Settling State qualifies to receive Incentive Payments in addition to Base
Payments if it meets the incentive eligibility requirements specified below. The maximum
total Incentive Payment for any Settling State shall be no more than the maximum total for
Incentive Payments listed in Section IV.H.1 times the Settling State’s State Allocation
Percentage specified in Exhibit F. Incentive Payments are state-specific, with the actual
amount depending on whether and the extent to which the criteria set forth below are met
in such Settling State.
3. The incentive payments shall be divided among three (3) categories, referred to as
Incentive Payments A, BC, and D. Incentive Payments A and BC will be due in installments
over the three (3) Payment Years beginning with Payment Year 2, while Incentive D will
be due in a single installment in Payment Year 4, as shown on Exhibit M-2. The total amount
of incentive payments in an Annual Remediation Payment shall be the sum of the incentive
payments for which the individual Settling States are eligible for that Payment Year under
the criteria set forth below. The incentive payments shall be made with respect to a specific
Settling State based on its eligibility for that Payment Year under the criteria set forth below.
For the avoidance of doubt, eligibility for Incentive Payments A, BC, and D shall be
determined on a Settling State-by-Settling State basis.
4. Incentive Payment A.
a.
Incentive Payment A is mutually exclusive with Incentive Payments
BC and D; if a Settling State receives Incentive Payment A in an Annual
Remediation Payment, such Settling State is not eligible for Incentive Payment BC
or D in that Annual Remediation Payment.
b.
Incentive Payment A shall be equal to sixty percent (60%) of the
Adjusted Maximum Remediation Payment, provided all Settling States satisfy the
requirements of Incentive Payment A. Incentive Payment A will be due to a Settling
State as part of the Annual Remediation Payment over three (3) Payment Years,
starting in Payment Year 2, and shall equal a total potential maximum of

$22,813,470 if all Eligible States qualify for Incentive Payment A. Each Settling
State’s share of Incentive Payment A in a given year, provided that Settling State
qualifies, shall equal the total maximum amount available for Incentive Payment A
for that year as reflected in Exhibit M-2 times the Settling State’s State Allocation
Percentage.
c.
Qualification for Incentive Payment A is as follows: A Settling State
qualifies for Incentive Payment A if, as of two (2) years of the Effective Date: (i)
there is a Bar in that Settling State in full force and effect, (ii) the Released Claims
of all of the following entities are released through the execution of Subdivision
Settlement Participation Forms, or there is a Case-Specific Resolution against such
entities: all Primary Subdivisions, Litigating Subdivisions, School Districts with a
K-12 student enrollment of at least 25,000 or .10% of a Settling State’s population,
whichever is greater, Hospital Districts that have at least one hundred twenty-five
(125) hospital beds in one or more hospitals rendering services in that district, and
Primary Fire Districts; or (iii) a combination of the actions in clauses (i) and (ii) has
achieved the same level of resolution of Claims by Subdivisions (e.g., a Bar against
future litigation combined with full joinder by Litigating Subdivisions). For the
avoidance of doubt, subsection (iii) cannot be satisfied unless all Litigating
Subdivisions are Participating Subdivisions or there is a Case-Specific Resolution
against any such Subdivisions that are not Participating Subdivisions. Indivior and
the Enforcement Committee shall meet and confer in order to agree on data sources
for purposes of this Section prior to the Initial Participation Date.
d.
A Settling State that does not qualify for Incentive Payment A as of
two (2) years after the Effective Date shall not be eligible for Incentive Payment A
for that Payment Year or any subsequent Payment Years.
e.
To the extent a Settling State asserts that existing legislation
qualifies as a Bar, the Settling State shall provide notice to Indivior no later than 30
days before the Initial Participation Date. Indivior shall indicate before the Initial
Participation Date whether existing legislation in a Settling State is sufficient to
qualify as a Bar.
f.
If a Settling State does not qualify for Incentive Payment A as of the
Payment Date for Payment Year 2 and becomes eligible for Incentive Payment A
as of Payment Date for Payment Year 3, it shall receive the payment that it would
have received for Incentive Payment A for Payment Year 2 (the “Incentive Payment
A Catch-up Payment”) on the Payment Date for Payment Year 3. If a Settling State
is not eligible for Incentive Payment A as of the Payment Date for Payment Year 3
and becomes eligible for Incentive Payment A as of two (2) years after the Effective
Date, it shall receive the payment that it would have received for Incentive Payment
A for Payment Years 2 and 3 (also an “Incentive Payment A Catch-up Payment”)
on the Payment Date for Payment Year 4. The Incentive Payment A Catch-up

Payment shall be reduced by any amounts paid to the Settling State under Incentive
Payment BC prior to the Settling State’s eligibility for Incentive Payment A.
g.
If Indivior made a payment under Incentive Payment A solely on the
basis of a Bar in a Settling State and that Bar is subsequently removed, revoked,
rescinded, reversed, overruled, interpreted in a manner to limit the scope of the
release, or otherwise deprived of force or effect in any material respect, that Settling
State shall not be eligible for Incentive Payment A thereafter, unless the Settling
State requalifies for Incentive Payment A through any method pursuant to Section
IV.H.4.c, in which case the Settling State shall be eligible for Incentive Payment A
less any litigation fees and costs incurred by Indivior in the interim, except that, if
the re-imposition occurs after the completion of opening statements in a trial
involving a Released Claim, the Settling State shall not be eligible for Incentive
Payment A (unless this exception is waived by Indivior).
5. Incentive Payment BC.
a.
Incentive Payment BC shall be available to Settling States that do
not qualify for Incentive Payment A.
b.
Incentive Payment BC shall be up to a maximum of fifty-seven
percent (57%) of the Settling State’s State Allocation. Incentive Payment BC will
be due to a Settling State as part of the Annual Remediation Payment over three (3)
Payment Years, starting in Payment Year 2. Subject to Section IV.F, Incentive
Payment BC shall equal a total potential maximum of $21,672,797 if all Eligible
States qualify for Incentive Payment BC (and do not qualify for Incentive Payment
A).
c.
A Settling State may earn Incentive Payment BC in Annual
Remediation Payments 2 through 4 and may receive, when combined with the
Settling State’s Base Payment, up to ninety-seven percent (97%) of the Settling
State’s State Allocation. The maximum Incentive Payment BC for any Settling
State in a given Payment Year shall be the maximum potential Incentive Payment
BC for that Payment Year specified in Exhibit M-2 times the Settling State’s State
Allocation Percentage specified in Exhibit F, provided such Settling State becomes
eligible for Incentive Payment BC by sixty (60) days before the Payment Date for
that Payment Year.
d.
The amount of Incentive Payment BC for which a Settling State is
eligible shall be determined based on the aggregate population of the Settling
State’s Incentive BC Subdivisions that are Participating Subdivisions or have had
their claims resolved through a Case-Specific Resolution, divided by the aggregate
population of all the Settling State’s Incentive BC Subdivisions. The Settling
State’s Incentive BC Subdivisions are (i) all Litigating Subdivisions (including
School Districts and Special Districts) and (ii) all Primary Subdivisions that have

not sued Indivior as of the Initial Participation Date (collectively, “Incentive BC
Subdivisions”).
e.
The percentage of the Settling State’s maximum Incentive Payment
BC for the Payment Year provided by Section IV.H.5.c to which the Settling State
is entitled shall be determined according to the table of Incentive BC payment levels
below:

Participation Percentage of Incentive BC
Eligible Subdivision Population5
Incentive Payment BC Percentage for
the Relevant Payment Year
Less than 85%
0%
85% or more but less than 86%
3.57%
86% or more but less than 87%
8.93%
87% or more but less than 88%
14.29%
88% or more but less than 89%
19.64%
89% or more but less than 90%
25%
90% or more but less than 91%
30.36%
91% or more but less than 92%
35.71%
92% or more but less than 93%
41.07%
93% or more but less than 94%
46.43%

5 The “Participation Percentage of Incentive BC Eligible Subdivision Population” shall be determined by the aggregate
population of the Settling State’s Incentive BC Subdivisions that are Participating Subdivisions or have had their
claims resolved through a Case-Specific Resolution, divided by the aggregate population of the Settling State’s
Incentive BC Subdivisions. In calculating the Settling State’s population that resides in Incentive BC Subdivisions,
the population of the Settling State’s Incentive BC Subdivisions shall be the sum of the population of all Incentive BC
Subdivisions in the Settling State, notwithstanding that persons may be included within the population of more than
one Incentive BC Subdivision. An individual Subdivision shall not be included more than once in the numerator, and
shall not be included more than once in the denominator, of the calculation regardless if it (or any of its officials) is
named as multiple plaintiffs in the same lawsuit; provided, however, that for the avoidance of doubt, no Subdivision
will be excluded from the numerator or denominator under this sentence unless a Subdivision otherwise counted in
the denominator has the authority to release the Claims (consistent with Section X) of the Subdivision to be excluded.

94% or more but less than 95%
51.79%
95% or more but less than 96%
60.71%
96% or more but less than 97%
68.75%
97% or more but less than 98%
76.79%
98% or more but less than 99%
84.82%
99% or more but less than 100%
92.86%
100%
100%

f.
For Payment Years 2-4, the percentage of the available Incentive
Payment BC amount for which a Settling State is eligible will be based on the
Participation Percentage of Incentive BC Eligible Subdivision Population as of
sixty (60) days before the Payment Date.
g.
If there are no Incentive BC Eligible Subdivisions in a Settling State,
and that Settling State is otherwise eligible for Incentive Payment BC because it is
not eligible for Incentive Payment A, that Settling State will receive its maximum
Incentive Payment BC for that Annual Remediation Payment provided by Section
IV.H.5.c.
6. Incentive Payment D.
a.
Incentive Payment D shall be available to Settling States that do not
qualify for Incentive Payment A.
b.
Incentive Payment D shall be equal to up to a maximum of ten
percent (10%) of the Adjusted Maximum Remediation Payment, with the actual
amount depending whether and the extent to which the criteria set forth below are
met in each Settling State. The maximum total for Incentive Payment D is
$3,802,245.6

6 The Incentive Payment BC table specified in Section IV.H.5.e and Incentive Payment D table specified in Section
IV.H.6.f operate so that the combined amount of Incentive Payment BC and Incentive Payment D cannot exceed sixty
percent (60%) of the Adjusted Maximum Remediation Payment over the term of the Agreement. Indivior will have
no obligation to pay more than $22,813,470 for the combined amounts of Incentive Payment BC and Incentive
Payment D minus any offsets for Non-Settling States specified in Section IV.F.

c.
Incentive Payment D shall be paid in Payment Year 4 and the
amount of Incentive Payment D in Payment Year 4 will depend on (i) the Settling
State meeting the qualifications set out in Section IV.H.6.d and (ii) the Participation
Percentage of Incentive BC Eligible Subdivision Population achieved by the
Settling State as of sixty (60) days prior to the Payment Date for Payment Year 4.
d.
A Settling State qualifies for Incentive Payment D if no Later
Litigating Subdivision (for purposes of Incentive Payment D, Later Litigating
Subdivisions are limited to (i) a Primary Subdivision; (ii) a school district with a
K-12 student enrollment of at least 25,000 or 0.10% of the Settling State’s
population, whichever is greater; (iii) a health district or hospital district that has at
least one hundred twenty-five (125) hospital beds in one or more hospitals
rendering services in that district; and (iv) Primary Fire Districts) in that Settling
State has a lawsuit against a Released Entity survive more than six (6) months after
denial in whole or in part of a Threshold Motion.
e.
A Settling State’s qualification for Incentive Payment D shall be
determined as of sixty (60) calendar days prior to the Payment Date (“Incentive
Payment D Look-Back Date”). If a Later Litigating Subdivision’s lawsuit in that
Settling State survives more than six (6) months after denial in whole or in part a
Threshold Motion after that date, that Settling State shall not be eligible for
Incentive Payment D for the Payment Year in which that occurs and any subsequent
Payment Year.
f.
The Incentive Payment D for any Settling State qualifying for
Incentive Payment D in Payment Year 4 shall be equal to between three percent
(3%) and ten percent (10%) of the of the State Remediation Payment times the
Settling State’s Overall Allocation Percentage specified in Exhibit F. The
applicable percentage shall be determined based on the Participation Percentage of
Incentive BC Eligible Subdivision Population achieved by the Incentive Payment
D Look-Back Date for Payment Year 4 as shown in the table below:

Participation Percentage of Incentive
BC Eligible Subdivision Population as
of sixty (60) days prior to the Payment
Date for Payment Year 4
Each Eligible Settling State’s
Applicable Incentive Payment
D Percentage
Participation of less than 95%
10% of State Allocation
Participation of 95% but less than 96%
9% of State Allocation
Participation of 96% but less than 97%
8% of State Allocation
Participation of 97% but less than 98%
7% of State Allocation
Participation of 98% but less than 99%
6% of State Allocation
Participation of 99% but less than 100%
5% of State Allocation
Participation of 100%
3% of State Allocation

g.
Incentive Payment D shall be paid in one installment. The Incentive
Payment D for any Settling State in a given Payment Year shall be the Maximum
Incentive Payment D for that Payment Year specified in Exhibit M-2 times the
Settling State’s State Allocation Percentage specified in Exhibit F times the ratio
between the applicable percentage determined by Section IV.H.6.f and ten percent
(10%).7 Prior to making the Annual Remediation Payment for Payment Year 4, the
Settlement Fund Administrator shall determine a Settling State’s qualification for
Incentive Payment D as of the Incentive Payment D Look-Back Date for that
Payment Year. Prior to the Incentive Payment D Look-Back Date for each Payment
Year, Indivior may provide the Settlement Fund Administrator and the
Enforcement Committee with notice identifying any Settling State(s) it believes do
not qualify for Incentive Payment D and information supporting its belief.
h.
Notwithstanding Section IV.H.6.d and Section IV.H.6.e, a Settling
State can become re-eligible for Incentive Payment D if the lawsuit that survived a
Threshold Motion is dismissed pursuant to a later motion on grounds included in
the Threshold Motion, in which case the Settling State shall be eligible for Incentive
Payment D less any litigation fees and costs incurred by Indivior in the interim,
except that if the dismissal motion occurs after the completion of opening
statements in such action, the Settling State shall not be eligible for Incentive
Payment D.

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

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

7 For example, for a Settling State with a Participation Percentage of Incentive BC Eligible Subdivision Population as
of 60 days prior to the Payment Date for Payment Year 4 of 100%, the Incentive Payment D for any given Payment
Year shall be the Maximum Incentive Payment D for that Payment Year specified in Exhibit M-2 times the Settling
State’s State Allocation Percentage specified in Exhibit F times 0.3. For a Settling State with a Participation Percentage
of Incentive BC Eligible Subdivision Population as of 60 days prior to the Payment Date for Payment Year 4 of less
than 95%, the Incentive Payment D for any given Payment Year shall be the Maximum Incentive Payment D for that
Payment Year specified in Exhibit M-2 times the Settling State’s State Allocation Percentage specified in Exhibit F
times 0.1.

B.
Use of Settlement Payments.
1. It is the intent of the Parties that the payments disbursed from the Settlement Fund
to Settling States and Participating Subdivisions be for Opioid Remediation, subject to
exceptions that must be documented in accordance with Section V.B.2. In no event may less
than ninety-five percent (95%) of Indivior’s maximum amount of payments pursuant to
Section IV as set forth on Exhibit M-2 over the entirety of all Payment Years (but not any
single Payment Year) be spent on Opioid Remediation.
2. While disfavored by the Parties, a Settling State or a Participating Subdivision set
forth on Exhibit G may use monies from the Settlement Fund (that have not been restricted
by this Agreement solely to future Opioid Remediation) for purposes that do not qualify as
Opioid Remediation. If, at any time, a Settling State or a Participating Subdivision set forth
on Exhibit G uses any monies from the Settlement Fund for a purpose that does not qualify
as Opioid Remediation, such Settling State or Participating Subdivision set forth on Exhibit
G shall identify such amounts and report to the Settlement Fund Administrator and Indivior
how such funds were used, including if used to pay attorneys’ fees, investigation costs,
litigation costs, or costs related to the operation and enforcement of this Agreement,
respectively. It is the intent of the Parties that the reporting under this Section V.B.2 shall
be available to the public. For the avoidance of doubt, (a) any amounts not identified under
this Section V.B.2 as used to pay attorneys' fees, investigation costs, or litigation costs shall
be included in the Compensatory Restitution Amount for purposes of Section V.F and (b)
Participating Subdivisions not listed on Exhibit G may only use monies from the Settlement
Fund for purposes that qualify as Opioid Remediation.
C.
Allocation of Settlement Fund. The allocation of the Settlement Fund allows for
different approaches to be taken in different states, such as through a State-Subdivision Agreement.
Given the uniqueness of Settling States and their Subdivisions, Settling States and their
Subdivisions are encouraged to enter into State-Subdivision Agreements in order to direct the
allocation of their portion of the Settlement Fund. As set out below, the Settlement Fund
Administrator will make an initial allocation to three (3) state-level sub-funds. The Settlement
Fund Administrator will then, for each Settling State and its Participating Subdivisions, apply the
terms of this Agreement and any relevant State-Subdivision Agreement, Statutory Trust,
Allocation Statute, or voluntary redistribution of funds as set out below before disbursing the
funds.
1. Base Payments. The Settlement Fund Administrator will allocate Base Payments
under Section IV.G among the Settling States pursuant to Section IV.G.2. Base payments
for each Settling State will then be allocated fifteen percent (15%) to its State Fund, seventy
percent (70%) to its Remediation Accounts Fund, and fifteen percent (15%) to its
Subdivision Fund. Amounts may be reallocated and will be distributed as provided in
Section V.D.

2. Incentive Payments. The Settlement Fund Administrator will treat Incentive
Payments under Section IV.H on a state-specific basis. Incentive Payments for which a
Settling State is eligible will be allocated fifteen percent (15%) to its State Fund, seventy
percent (70%) to its Remediation Accounts Fund, and fifteen percent (15%) to its
Subdivision Fund. Amounts may be reallocated and will be distributed as provided in Section
V.D.
3. Application of Adjustments. If an offset under Section XII applies with respect to
a Settling State, the offset shall be applied proportionally to all amounts that would
otherwise be apportioned and distributed to the State Fund, the Remediation Accounts Fund,
and the Subdivision Fund for that Settling State.
4. Settlement Fund Administrator. Prior to the Effective Date, Indivior and the
Enforcement Committee will agree to a detailed mechanism consistent with the foregoing
for the Settlement Fund Administrator to follow in allocating, apportioning, and distributing
payments, which shall then be appended hereto as Exhibit L.
5. Settlement Fund Administrator Costs. Any costs and fees associated with or arising
out of the duties of the Settlement Fund Administrator as described in Exhibit L shall be
paid from the interest accrued in the Settlement Fund Escrow and the Settlement Fund;
provided, however, that if such accrued interest is insufficient to pay the entirety of any such
costs and fees, the additional amount shall be paid out of the Settlement Fund. For the
avoidance of doubt, nothing in this provision shall require Indivior to pay any costs, fees or
other amounts in excess of the Global Settlement Amount.
D.
Settlement Fund Reallocation and Distribution. As set forth below, within a
particular Settling State’s account, amounts contained in the Settlement Fund sub-funds may be
reallocated and distributed per a State-Subdivision Agreement or other means. If the
apportionment of amounts is not addressed and controlled under Section V.D.1 and Section V.D.2,
then the default provisions of Section V.D.4 apply. It is not necessary that a State-Subdivision
Agreement or other means of allocating funds pursuant to Section V.D.1 and Section V.D.2
address all of the Settlement Fund sub-funds. For example, a Statutory Trust might only address
disbursements from a Settling State’s Remediation Accounts Fund.
1. Distribution by State-Subdivision Agreement. If a Settling State has a State-
Subdivision Agreement, amounts apportioned to that Settling State’s State Fund,
Remediation Accounts Fund, and Subdivision Fund under Section V.C shall be reallocated
and distributed as provided by that agreement. Any State-Subdivision Agreement entered
into after the Preliminary Agreement Date shall be applied only if it requires: (a) that all
amounts be used for Opioid Remediation, except as allowed by Section V.B.2, and (b) that

at least seventy percent (70%) of amounts be used solely for future Opioid Remediation.8
For a State-Subdivision Agreement to be applied to the relevant portion of an Annual
Payment, notice must be provided to Indivior and the Settlement Fund Administrator at least
sixty (60) calendar days prior to the Payment Date.
2. Distribution by Allocation Statute. If a Settling State has an Allocation Statute
and/or a Statutory Trust that addresses allocation or distribution of amounts apportioned to
such Settling State’s State Fund, Remediation Accounts Fund, and/or Subdivision Fund and
that, to the extent any or all such sub-funds are addressed, requires (1) all amounts to be
used for Opioid Remediation, except as allowed by Section V.B.2, and (2) at least seventy
percent (70%) of all amounts to be used solely for future Opioid Remediation then, to the
extent allocation or distribution is addressed, the amounts apportioned to that Settling
State’s State Fund, Remediation Accounts Fund, and Subdivision Fund under Section V.C
shall be allocated and distributed as addressed and provided by the applicable Allocation
Statute or Statutory Trust. For the avoidance of doubt, an Allocation Statute or Statutory
Trust need not address all three (3) sub-funds that comprise the Settlement Fund, and if the
applicable Allocation Statute or Statutory Trust does not address distribution of all or some
of these three (3) sub-funds, the applicable Allocation Statute or Statutory Trust does not
replace the default provisions described in Section V of any such unaddressed fund. For
example, if an Allocation Statute or Statutory Trust that meets the requirements of this
Section V.D.2 only addresses funds restricted to remediation, then the default provisions of
this Agreement concerning allocation among the three (3) sub-funds comprising the
Settlement Fund and the distribution of the State Fund and Subdivision Fund for that
Settling State would still apply, while the distribution of the applicable State’s Remediation
Accounts Fund would be governed by the qualifying Allocation Statute or Statutory Trust.
3. Voluntary Redistribution. A Settling State may choose to reallocate all or a portion
of its State Fund to its Remediation Accounts Fund. A Participating Subdivision included
on Exhibit G may choose to reallocate all or a portion of its allocation from the Subdivision
Fund to the Settling State’s Remediation Accounts Fund or to another Participating
Subdivision. The Settlement Fund Administrator is not required to honor a voluntary
redistribution for which notice is provided to it less than sixty (60) calendar days prior to
the applicable Payment Date.
4. Distribution in the Absence of a State-Subdivision Agreement, Allocation Statute,
or Statutory Trust. If Section V.D.1 and Section V.D.2 do not apply, amounts apportioned
to that Settling State’s State Fund, Remediation Accounts Fund, and Subdivision Fund
under Section V.C shall be distributed as follows:

8 Future Opioid Remediation includes amounts paid to satisfy any future demand by another governmental entity to
make a required reimbursement in connection with the past care and treatment of a person related to the Alleged
Harms.

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

1. State-Subdivision Agreement, Allocation Statute, and Statutory Trust Fund
Provisions. A State-Subdivision Agreement, Allocation Statute, or Statutory Trust may
govern the operation and use of amounts in that Settling State’s Remediation Accounts Fund
so long as it complies with the requirements of Section V.D.1 or Section V.D.2, as
applicable, and all direct payments to Subdivisions comply with Section VII.E through
Section VII.H.
2. Absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust.
In the absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust that
addresses distribution, the Remediation Accounts Fund will be used solely for future Opioid
Remediation and the following shall apply with respect to a Settling State:
a.
Regional Remediation.
(i)
At least fifty percent (50%) of distributions for remediation
from a Settling State’s Remediation Accounts Fund shall be annually
allocated and tracked to the regional level. A Settling State may allow the
Advisory Committee established pursuant to Section V.E.2.d to define its
regions and assign regional allocations percentages. Otherwise, the Settling
State shall (A) define its initial regions, which shall consist of one (1) or
more General Purpose Subdivisions and which shall be designated by the
state agency with primary responsibility for substance abuse disorder
services employing, to the maximum extent practical, existing regions
established in that Settling State for opioid abuse treatment or other public
health purposes; and (B) assign initial regional allocation percentages to the
regions based on the Subdivision Allocation Percentages in Exhibit G and
an assumption that all Subdivisions included on Exhibit G will become
Participating Subdivisions.
(ii)
This minimum regional expenditure percentage is calculated
on the Settling State’s initial Remediation Accounts Fund allocation and
does not include any additional amounts a Settling State has directed to its
Remediation Accounts Fund from its State Fund, or any other amounts
directed to the fund. A Settling State may dedicate more than fifty percent
(50%) of its Remediation Accounts Fund to the regional expenditure and
may annually adjust the percentage of its Remediation Accounts Fund
dedicated to regional expenditures as long as the percentage remains above
the minimum amount.
(iii)
The Settling State (A) has the authority to adjust the
definition of the regions, and (B) may annually revise the percentages
allocated to each region to reflect the number of General Purpose
Subdivisions in each region that are Non-Participating Subdivisions.

b.
Subdivision Block Grants. Certain Subdivisions shall be eligible to
receive regional allocation funds in the form of a block grant for future Opioid
Remediation. A Participating Subdivision eligible for block grants is a county or
parish (or in the case of Settling States that do not have counties or parishes that
function as political subdivisions, a city) that (1) does not contain a Litigating
Subdivision or a Later Litigating Subdivision for which it has the authority to end
the litigation through a release, bar or other action; (2) either (i) has a population
of 400,000 or more or (ii) in the case of California has a population of 750,000 or
more; and (3) has funded or otherwise managed an established health care or
treatment infrastructure (e.g., health department or similar agency). Each
Subdivision eligible to receive block grants shall be assigned its own region.
c.
Small Settling States. Notwithstanding the provisions of Section
V.E.2.a, Settling States with populations under four (4) million that do not have
existing regions described in Section V.E.2.a shall not be required to establish
regions. However, such a Settling State that contains one (1) or more Subdivisions
eligible for block grants under Section V.E.2.b shall be divided regionally so that
each block-grant eligible Subdivision is a region, and the remainder of the state is
a region.
d.
Advisory Committee. The Settling State shall designate an Opioid
Settlement Remediation Advisory Committee (the “Advisory Committee”) to
provide input and recommendations regarding remediation spending from that
Settling State’s Remediation Accounts Fund. A Settling State may elect to use an
existing advisory committee or similar entity (created outside of a State-
Subdivision Agreement or Allocation Statute); provided, however, the Advisory
Committee or similar entity shall meet the following requirements:
(i)
Written guidelines that establish the formation and
composition of the Advisory Committee, terms of service for members,
contingency for removal or resignation of members, a schedule of meetings,
and any other administrative details;
(ii)
Composition that includes at least an equal number of local
representatives as state representatives;
(iii)
A process for receiving input from Subdivisions and other
communities regarding how the opioid crisis is affecting their communities,
their remediation needs, and proposals for remediation strategies and
responses; and
(iv)
A process by which Advisory Committee recommendations
for expenditures for Opioid Remediation will be made to and considered by
the appropriate state agencies.

3. Remediation Accounts Fund Reporting. The Settlement Fund Administrator shall
track and assist in the report of remediation disbursements as agreed to between Indivior
and the Enforcement Committee

F.
Nature of Payment. Indivior, the Settling States, and the Participating Subdivisions
each acknowledge and agree that notwithstanding anything to the contrary in this Agreement,
including, but not limited to, the scope of the Released Claims:
1. They have entered into this Agreement to avoid the delay, expense, inconvenience,
and uncertainty of further litigation;
2. (a) The Settling States and Participating Subdivisions sought compensatory
restitution and remediation for alleged damage or harm caused by the potential violation of
a law (within the meaning of 26 U.S.C. § 162(f)(2)(A) and 26 C.F.R. § 1.162-21(e)(4)(i))
as damages for the Alleged Harms allegedly suffered by the Settling States and Participating
Subdivisions; (b) the Compensatory Restitution Amount is less than or equal to the amount,
in the aggregate, of the Alleged Harms allegedly suffered by the Settling States and
Participating Subdivisions; and (c) the portion of the Compensatory Restitution Amount
received by each Settling State or Participating Subdivision is less than or equal to the
amount of the Alleged Harms allegedly suffered by such Settling State or Participating
Subdivision;
3. The payment of the Compensatory Restitution Amount by Indivior constitutes, and
is paid for, compensatory restitution and remediation (within the meaning of 26 U.S.C. §
162(f)(2)(A) and 26 C.F.R. § 1.162-21(e)(4)(i), (ii)) for alleged damage or harm (as
compensation for alleged damage or harm arising out of alleged bodily injury) allegedly
caused by Indivior in order to restore, in whole or in part, the Settling States, Participating
Subdivisions, and persons to the same position or condition that they would be in had the
Settling States, Participating Subdivisions, and persons not suffered the Alleged Harms, and
constitutes compensatory restitution and remediation for alleged damage or harm allegedly
caused by the potential violation of a law; and
4. For the avoidance of doubt: (a) the entire Compensatory Restitution Amount is
properly characterized as described in Section V.F, (b) no portion of the Compensatory
Restitution Amount represents reimbursement to any Settling State or Participating
Subdivision or other person or entity for the fees or costs of any investigation or litigation,
including without limitation attorneys’ fees, (c) no portion of the Global Settlement Amount
constitutes the disgorgement of any allegedly ill-gotten gains, and (d) no portion of the
Global Settlement Amount is paid for, is in place of, or is properly characterized as the
payment of any fine, penalty, punitive damages, or other punitive assessments.
VI.
Enforcement

A.
Enforceability. This Agreement is enforceable only by the Settling States and
Indivior; provided, however, that Released Entities may enforce Section X and Participating
Subdivisions listed on Exhibit G have the enforcement rights described later in this paragraph and
in Section VI.D. Except to the extent allowed by the Injunctive Relief Terms, Settling States and
Participating Subdivisions shall not have enforcement rights against Indivior with respect to either
the terms of this Agreement that apply only to or in other Settling States or any Consent Judgment
entered into by another Settling State. Participating Subdivisions shall not have enforcement rights
against Indivior with respect to this Agreement or any Consent Judgment except that Participating
Subdivisions listed on Exhibit G shall have enforcement rights as set forth herein as to payments
that would be allocated to the Participating Subdivisions or the Remediation Accounts Fund in
such Settling State; provided, however, that each Settling State shall allow Participating
Subdivisions in such Settling State to notify it of any perceived violations of this Agreement or the
applicable Consent Judgment.
B.
Jurisdiction. Indivior consents to the jurisdiction of the court in which each Settling
State files its Consent Judgment, limited to resolution of disputes identified in Section VI.F.2 for
resolution in that court.
C.
Specific Terms Dispute Resolution.
1. Any dispute that is addressed by the provisions set forth in the Injunctive Relief
Terms shall be resolved as provided therein.
2. In the event that Indivior believes that the ninety-five percent (95%) threshold
established in Section V.B.1 is not being satisfied, any Party may request that Indivior and
the Enforcement Committee meet and confer regarding the use of funds to implement
Section V.B.1. The completion of such meet-and-confer process is a precondition to further
action regarding any such dispute. Further action concerning Section V.B.1 shall: (i) be
limited to Indivior seeking to reduce its Annual Remediation Payments by no more than
five percent (5%) of the difference between the actual amount of Opioid Remediation and
the ninety-five percent (95%) threshold established in Section V.B.1; (ii) only reduce
Annual Remediation Payments to those Settling States and their Participating
Subdivision(s) that are below the ninety-five percent (95%) threshold established in Section
V.B.1; and (iii) not reduce Annual Remediation Payments restricted to future Opioid
Remediation.
D.
State-Subdivision Enforcement.
1. A Subdivision shall not have enforcement rights against a Settling State in which it
is located with respect to this Agreement or any Consent Judgment except that a
Participating Subdivision listed on Exhibit G shall have enforcement rights (a) as provided
for in a State-Subdivision Agreement, Allocation Statute, or Statutory Trust with respect to
intrastate allocation or (b) in the absence of a State-Subdivision Agreement, Allocation
Statute, or Statutory Trust, to allegations that (i) the Settling State’s use of Remediation

Accounts Fund monies were not used for uses similar to or in the nature of those uses
contained in Exhibit E; or (ii) a Settling State failed to pay funds directly from the
Remediation Accounts Fund to a Participating Subdivision eligible to receive a block grant
pursuant to Section V.E.2.b.
2. A Settling State shall have enforcement rights against a Participating Subdivision
located in its territory (a) as provided for in a State-Subdivision Agreement, Allocation
Statute, or Statutory Trust; or (b) in the absence of a State-Subdivision Agreement,
Allocation Statute, or Statutory Trust, to allegations that the Participating Subdivisions’ uses
of Remediation Accounts Fund monies were not used for purposes similar to or in the nature
of those uses contained in Exhibit E.
3. As between the Settling States and Participating Subdivisions, the above rights are
contractual in nature and nothing herein is intended to limit, restrict, change or alter any
other existing rights under law.
E.
Subdivision Indivior Payment Enforcement. A Participating Subdivision listed on
Exhibit G shall have the same right as a Settling State to seek resolution regarding the failure by
Indivior to make its Annual Remediation Payment in a Payment Year.
F.
Other Terms Regarding Dispute Resolution.
1. The parties to a dispute shall promptly meet and confer in good faith to resolve any
dispute. If the parties cannot resolve the dispute informally, and unless otherwise agreed in
writing, they shall follow the remaining provisions in this section to resolve the dispute.
2. Except to the extent provided by Section VI.C or Section VI.F.3, all disputes not
resolved informally shall be resolved in either the court that entered the relevant Consent
Judgment or, if no such Consent Judgment was entered, a state or territorial court with
jurisdiction located wherever the seat of the relevant state government is located.
a.
State court proceedings shall be governed by the rules and
procedures of the relevant forum.
b.
For the avoidance of doubt, disputes to be resolved in state court
include, but are not limited to, the following:
(i)
disputes concerning whether expenditures qualify as Opioid
Remediation;
(ii)
disputes between a Settling State and its Participating
Subdivisions as provided by Section VI.D, except to the extent the State-
Subdivision Agreement provides for other dispute resolution mechanisms.

For the avoidance of doubt, disputes between a Settling State and any
Participating Subdivision shall not be considered National Disputes;
(iii)
whether this Agreement and relevant Consent Judgment are
binding under state law;
(iv)
the extent of the Attorney General’s or other participating
entity’s authority under state law, including the extent of the authority to
release claims; and
(v)
whether the definition of a Bar, a Case-Specific Resolution,
Final Order, lead state agency as described in Section V.D.4.b, Later
Litigating Subdivision, Litigating Subdivision, or Threshold Motion have
been met; and
(vi)
all other disputes not specifically identified in Section VI.C
or Section VI.F.3.
c.
Any Party may request that the National Arbitration Panel provide
an interpretation of any provision of the settlement that is relevant to the state court
determination, and the National Arbitration Panel shall make reasonable best
efforts to supply such interpretation within the earlier of thirty (30) calendar days
or the time period required by the state court proceedings. Any Party may submit
that interpretation to the state court to the extent permitted by, and for such weight
provided by, the state court’s rules and procedures. If requested by a Party, the
National Arbitration Panel shall request that its interpretation be accepted in the
form of an amicus curiae brief, and any attorneys’ fees and costs for preparing any
such filing shall be paid for by the requesting Party.
3. National Disputes involving a Settling State, a Participating Subdivision that has
enforcement rights pursuant to Section VI.A, and/or Indivior shall be resolved by the
National Arbitration Panel.
a.
National Disputes are disputes that are not addressed by Section
VI.C, and which are exceptions to Section VI.F.2’s presumption of resolution in
state courts because they involve issues of interpretation of terms contained in this
Agreement applicable to all Settling States without reference to a particular state’s
law. Disputes between a Settling State and any Participating Subdivision shall not
be considered National Disputes. National Disputes are limited to the following:
(i)
the amount of offset and/or credit attributable to Non-
Settling States;
(ii)
issues involving the scope and definition of Product;

(iii)
interpretation and application of the terms “Covered
Conduct,” “Released Entities,” and “Released Claims;”
(iv)
the failure by Indivior to pay the Annual Remediation
Payment or the Additional Remediation Amount in a Payment Year, but for
the avoidance of doubt, disputes between Indivior and a Settling State over
the amounts owed only to that state that do not affect any other Settling
State shall not be considered National Disputes;
(v)
questions regarding the performance and/or removal of the
Settlement Fund Administrator;
(vi)
disputes involving liability of successor entities;
(vii)
disputes that require a determination of the sufficiency of
participation in order to qualify for Incentive Payments A, BC, or D;
(viii) disputes involving a Releasor’s compliance with, and the
appropriate remedy under, Section X.B.5.c;
(ix)
disputes requiring the interpretation of Agreement terms that
are national in scope or impact, which shall mean disputes requiring the
interpretation of Agreement terms that (i) concretely affect four (4) or more
Settling States; and (ii) do not turn on unique definitions and interpretations
under state law; and
(x)
any dispute subject to resolution under Section VI.F.2 but
for which all parties to the dispute agree to arbitration before the National
Arbitration Panel under the provisions of this Section VI.F.3.
b.
The National Arbitration Panel shall be comprised of three (3)
arbitrators. One (1) arbitrator shall be chosen by Indivior, one (1) arbitrator shall be
chosen by the Enforcement Committee with due input from Participating
Subdivisions listed on Exhibit G, and the third arbitrator shall be agreed upon by
the first two (2) arbitrators. The membership of the National Arbitration Panel is
intended to remain constant throughout the term of this Agreement, but in the event
that replacements are required, the retiring arbitrator shall be replaced by the party
that selected him/her.
c.
The National Arbitration Panel shall make reasonable best efforts to
decide all matters within one hundred eighty (180) calendar days of filing, and in
no event shall it take longer than one (1) year.
d.
The National Arbitration Panel shall conduct all proceedings in a
reasonably streamlined process consistent with an opportunity for the parties to be
heard. Issues shall be resolved without the need for live witnesses where feasible

and with a presumption in favor of remote participation to minimize the burdens on
the parties.
e.
To the extent allowed under state law, a Settling State, a
Participating Subdivision that has enforcement rights pursuant to Section VI.A, and
(at any party’s request) the National Arbitration Panel may certify to an appropriate
state court any question of state law. The National Arbitration Panel shall be bound
by a final state court determination of such a certified question. The time period for
the arbitration shall be tolled during the course of the certification process.
f.
The arbitrators will give due deference to any authoritative
interpretation of state law, including any declaratory judgment or similar relief
obtained by a Settling State, a Participating Subdivision that has enforcement rights
pursuant to Section VI.A, or Indivior on a state law issue.
g.
The decisions of the National Arbitration Panel shall be binding on
Settling States, Participating Subdivisions, Indivior, and the Settlement Fund
Administrator. In any proceeding before the National Arbitration Panel involving a
dispute between a Settling State and Indivior whose resolution could prejudice the
rights of a Participating Subdivision(s) in that Settling State, such Participating
Subdivision(s) shall be allowed to file a statement of view in the proceeding.
h.
Nothing herein shall be construed so as to limit or otherwise restrict
a Settling State from seeking injunctive or other equitable relief in state court to
protect the health, safety, or welfare of its citizens.
i.
Each party shall bear its own costs in any arbitration or court
proceeding arising under this Section VI. The costs for the arbitrators on the
National Arbitration Panel shall be divided and paid equally by the disputing sides
for each individual dispute, e.g., a dispute between Indivior and Settling
States/Participating Subdivisions shall be split fifty percent (50%) by Indivior and
fifty percent (50%) by the Settling States/Participating Subdivisions that are parties
to the dispute; a dispute between a Settling State and a Participating Subdivision
shall be split fifty percent (50%) by the Settling State that is party to the dispute
and fifty percent (50%) by any Participating Subdivisions that are parties to the
dispute. For the avoidance of doubt, Indivior shall not be responsible for the
National Arbitration Panel costs in disputes that do not concern Indivior.
4. Prior to initiating an action to enforce pursuant to this Section VI.F, the complaining
party must:
a.
Provide written notice to the Enforcement Committee and/or
Indivior of its complaint, including the provision of the Consent Judgment and/or
Agreement that the practice appears to violate, as well as the basis for its
interpretation of the disputed provision. The Enforcement Committee shall

establish a reasonable process and timeline for obtaining additional information
from the involved parties; provided, however, that the date the Enforcement
Committee establishes for obtaining additional information from the parties shall
not be more than forty-five (45) calendar days following the notice. The
Enforcement Committee may advise the involved parties of its views on the
complaint and/or seek to resolve the complaint informally.
b.
Wait to commence any enforcement action until thirty (30) calendar
days after the date that the Enforcement Committee establishes for obtaining
additional information from the involved parties.
5. If the parties to a dispute cannot agree on the proper forum for resolution of the
dispute under the provisions of Section VI.F.2 or Section VI.F.3, a committee comprising
the Enforcement Committee and sufficient representatives of Indivior such that the
members of the Enforcement Committee have a majority of one (1) member will determine
the forum where the dispute will be initiated within twenty-eight (28) calendar days of
receiving notification of the dispute relating to the proper forum. The forum identified by
such committee shall be the sole forum for litigating the issue of which forum will hear the
substantive dispute, and the committee’s identification of such forum in the first instance
shall not be entitled to deference by the forum selected.
G.
Lien or Encumbrance. To the extent allowed by applicable law, this Settlement
Agreement shall not be deemed to create a lien or encumbrance against any real property owned
by Indivior or its affiliates, unless in the event of a default or breach of the payment provisions by
Indivior. Nothing in this Section shall be construed to limit any remedy of any Settling State or
Participating Subdivision in the event of a default or breach of this Agreement by Indivior.
H.
No Effect. Nothing in this Agreement shall be interpreted to limit the Settling
States’ Civil Investigative Demand (“CID”) or investigative subpoena authority, to the extent such
authority exists under applicable state law and the CID or investigative subpoena is issued pursuant
to such authority, and Indivior reserves all of its rights in connection with a CID or investigative
subpoena issued pursuant to such authority.
VII.
Participation by Subdivisions
A.
Notice. No later than fifteen (15) calendar days after the Preliminary Agreement
Date, the Implementation Administrator shall send individual written notice (which may be
delivered via e-mail or other electronic means and may be combined with distribution of the
Subdivision Settlement Participation Form) of the opportunity to participate in this Agreement and
the requirements of participation to all Subdivisions in the Settling States that are (1) Litigating
Subdivisions or (2) Non-Litigating Subdivisions listed on Exhibit G. To the extent a Special
District is entitled to an allocation for a direct payment through its inclusion in Exhibit G pursuant
to a State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution,
the Implementation Administrator, with the cooperation of the Settling States shall also send
individual written notice (which may be delivered via e-mail or other electronic means) of the

opportunity to participate in this Agreement and the requirements of participation to such Special
Districts. Unless otherwise agreed by the Parties, the version of Exhibit G used for notice shall be
the one in place as of the Preliminary Agreement Date. Notice (which may be delivered via e-mail
or other electronic means) shall also be provided simultaneously to counsel of record for Litigating
Subdivisions and known counsel for Non-Litigating Subdivisions and Special Districts listed on
Exhibit G. The costs of the Implementation Administrator shall be paid for by the interest earned
from the deposit accounts holding the Adjusted Maximum Base Payment for Payment Year 1 for
Indivior and nothing in this provision shall require Indivior to pay any costs, fees or other amounts
in excess of the Global Settlement Amount. The Settling States, with the cooperation of Indivior,
may also provide general notice reasonably calculated to alert Non-Litigating Subdivisions in the
Settling States to this Agreement, the opportunity to participate in it, and the requirements for
participation. Such notice may include publication and other standard forms of notification, as well
as notice to state and county organizations such as the National Association of Counties and the
National League of Cities. The notice will include that the deadline for becoming an Initial
Participating Subdivision is the Initial Participation Date. Nothing contained herein shall preclude
a Settling State from providing further notice to or otherwise contacting any of its Subdivisions
about becoming a Participating Subdivision, including beginning any of the activities described in
this paragraph prior to the Preliminary Agreement Date.
B.
Requirements for Becoming a Participating Subdivision—Non-Litigating
Subdivisions. A Non-Litigating Subdivision in a Settling State may become a Participating
Subdivision by returning an executed Subdivision Settlement Participation Form to the
Implementation Administrator or Settlement Fund Administrator (which may be executed and
returned by electronic means established by the Implementation Administrator or Settlement Fund
Administrator) specifying (1) that the Subdivision agrees to the terms of this Agreement pertaining
to Subdivisions, (2) that the Subdivision releases all Released Claims against all Released Entities,
(3) that the Subdivision agrees to use monies it receives, if any, from the Settlement Fund pursuant
to the applicable requirements of Section V; provided, however, that Non-Litigating Subdivisions
may only use monies originating from the Settlement Fund for purposes that qualify as Opioid
Remediation, and (4) that the Subdivision submits to the jurisdiction of the court where the
applicable Consent Judgment is filed for purposes limited to that court's role under this Agreement.
The required Subdivision Settlement Participation Form is attached as Exhibit K.
C.
Requirements
for
Becoming
a
Participating
Subdivision—Litigating
Subdivisions/Later Litigating Subdivisions. A Litigating Subdivision or Later Litigating
Subdivision in a Settling State may become a Participating Subdivision by returning an executed
Subdivision Settlement Participation Form to the Implementation Administrator or Settlement
Fund Administrator (which may be executed and returned by electronic means established by the
Implementation Administrator or Settlement Fund Administrator) and upon prompt dismissal with
prejudice of its lawsuit following the Reference Date or the date on which the conditions for
effectiveness in Section VIII.B have been met, whichever is later. A Settling State may require
each Litigating Subdivision in that Settling State to specify on the Subdivision Settlement
Participation Form whether its counsel has waived any contingency fee contract with that
Participating Subdivision and whether, if eligible, it intends to seek fees pursuant to Exhibit R.
The Settlement Fund Administrator shall provide reports of this information to the parties upon

request. A Litigating Subdivision or Later Litigating Subdivision may not become a Participating
Subdivision after the completion of opening statements in a trial of the lawsuit it brought that
includes a Released Claim against a Released Entity.
D.
Initial Participating Subdivisions. A Subdivision qualifies as an Initial Participating
Subdivision if it meets the applicable requirements for becoming a Participating Subdivision set
forth in Section VII.B or Section VII.C by the Initial Participation Date. All Subdivision Settlement
Participation Forms shall be held in escrow by the Implementation Administrator until the
Reference Date. If, for any reason, the Agreement does not become effective, all obligations
created by such forms and releases in them shall be void ab initio and/ all Subdivision Participation
Agreements shall be returned to Counsel for Litigating Subdivisions or to the Subdivisions not
represented by counsel or destroyed to the extent that such destruction is not prohibited by then
existing document preservation obligations.
E.
Later Participating Subdivisions. A Subdivision that is not an Initial Participating
Subdivision may become a Later Participating Subdivision by meeting the applicable requirements
for becoming a Participating Subdivision set forth in Section VII.B or Section VII.C after the Initial
Participation Date and by agreeing to be subject to the terms of a State-Subdivision Agreement (if
any) or any other structure adopted or applicable pursuant to Section V.D or Section V.E. Unless
waived by Indivior, the following provisions govern what a Later Participating Subdivision can
receive (but do not apply to Initial Participating Subdivisions):
1. A Later Participating Subdivision shall not receive any share of any Annual
Remediation Payment due before it became a Participating Subdivision.
2. A Later Participating Subdivision that becomes a Participating Subdivision after
December 15, 2026, shall receive seventy-five percent (75%) of the share of future Base
Payments or Incentive Payments that it would have received had it become a Later
Participating Subdivision prior to that date (unless the Later Participating Subdivision is
subject to Section VII.E.3 or Section VII.E.4).
3. A Later Participating Subdivision that, after the Initial Participation Date, maintains
a lawsuit for a Released Claim(s) against a Released Entity and has judgment entered against
it on every such Claim before it became a Participating Subdivision (other than a consensual
dismissal with prejudice) shall receive fifty percent (50%) of the share of future Base
Payments or Incentive Payments that it would have received had it become a Later
Participating Subdivision prior to such judgment; provided, however, that if the Subdivision
appeals the judgment and the judgment is affirmed with finality before the Subdivision
becomes a Participating Subdivision, the Subdivision shall not receive any share of any
Base Payment or Incentive Payments.
4. A Later Participating Subdivision that becomes a Participating Subdivision while a
Bar or Case-Specific Resolution involving a different Subdivision exists in its state shall

receive twenty-five percent (25%) of the share of future Base Payments or Incentive
Payments that it would have received had it become a Later Participating Subdivision
without such Bar or Case-Specific Resolution.
F.
No Increase in Payments. Amounts to be received by Later Participating
Subdivisions shall not increase the payments due from Indivior.
G.
Non-Participating Subdivisions. Non-Participating Subdivisions shall not directly
receive any portion of any Annual Remediation Payment, including from the State Fund and direct
distributions from the Remediation Accounts Fund; however, a Settling State may choose to fund
future Opioid Remediation that indirectly benefits Non-Participating Subdivisions.
H.
Unpaid Allocations to Later Participating Subdivisions and Non-Participating
Subdivisions. Any Base Payment and Incentive Payments allocated pursuant to Section V.D to a
Later Participating Subdivision or Non-Participating Subdivision that cannot be paid pursuant to
this Section VII, including the amounts that remain unpaid after the reductions required by Section
VII.E.2 through Section VII.E.4, will be allocated to the Remediation Accounts Fund for the
Settling State in which the Subdivision is located, unless those payments are redirected elsewhere
by a State-Subdivision Agreement or by a Statutory Trust.
VIII.
Condition to Effectiveness of Agreement and Filing of Consent Judgment
A.
Determination to Proceed with Settlement—Settling States. Following the Initial
Subdivision Participation Date, the Settling States on the Enforcement Committee shall determine
whether to proceed with the Agreement. No later than fifteen (15) calendar days prior to the
Reference Date, the Settling States shall provide notice to Indivior and the Enforcement
Committee of their decision. If the Settling States elect not to proceed, this Agreement will have
no further effect, and all releases (including those contained in Subdivision Participation
Agreements) and other commitments or obligations contained herein or in Subdivision Settlement
Participation Forms will be void. Within seven (7) calendar days of informing Indivior that there
is sufficient participation to proceed, the Settling States will deliver all signatures and releases
required by the Agreement to be provided by the Settling States to Indivior.
B.
Determination to Proceed with Settlement—Indivior. If the Settling States elect to
proceed, Indivior will then determine on or before the Reference Date whether there is sufficient
Eligible State participation, sufficient Subdivision participation, and sufficient resolution of the
Claims of the Litigating Subdivisions in the Settling States (through participation under Section
VII, Case-Specific Resolution(s) and Bar(s)) to proceed with this Agreement. The determination
shall be in the sole discretion of Indivior and may be based on any criteria or factors deemed
relevant by Indivior.
C.
Notice by Indivior. On or before the Reference Date, Indivior shall inform the
Settling States of its determination pursuant to Section VIII.B. If Indivior determines to proceed,
the Parties will proceed to file the Consent Judgments and the obligations in the Subdivision
Settlement Participation Forms will be effective and binding as of the Reference Date. If Indivior

determines not to proceed, this Agreement will have no further effect, any amounts deposited for
Payment Year 1, including funds referenced in Section IV.D.1 and Exhibit M, shall revert to
Indivior, and all releases (including those contained in Subdivision Settlement Participation
Forms) and other commitments or obligations contained herein or in Subdivision Settlement
Participation Forms will be void.
IX.
Participating Subdivision Attorneys’ Fees and Costs and Additional
Remediation Amount
A.
The Agreement on Subdivision Attorneys’ Fees, Expenses and Costs is set forth in
Exhibit R and incorporated herein by reference.
B.
Additional Remediation Amount.
1. Subject to and without exceeding the maximum payment amounts set forth in the
“Additional Remediation Amount” column of Exhibit M-3 and subject to the reduction
specified in Section IX.B.2, Indivior shall pay an Additional Remediation Amount to the
Settling States listed in Exhibit N. Such funds shall be paid, on the schedule set forth in
Exhibit M-3, as allocated by the Settlement Fund Administrator pursuant to Exhibit N.
2. Reduction of Additional Remediation Amount. The amounts owed by Indivior
pursuant to this Section IX.B shall be reduced by the allocations set forth on Exhibit N for
Non-Settling States.
3. For the avoidance of doubt, (1) a Settling State that retained outside counsel in
connection with the investigation of Indivior that receives an Additional Remediation
Amount may choose to have the Additional Remediation Amount designated to pay the
Settling State’s outside counsel, and may instruct the Settlement Fund Administrator to pay
those funds directly to the Settling State’s outside counsel, and (2) Additional Remediation
Amount funds, including funds designated by a Settling State to pay its outside counsel
under this paragraph, shall not be subject to allocation as provided in Section V.C through
Section V.E.
C.
All payments addressed by this Section IX will be made no later than the Payment
Date for the Payment Year in which they are due, pursuant to Exhibit M-3.
X.
Release
A.
Scope. As of the Effective Date, the Released Entities are hereby released and
forever discharged from all of the Releasors’ Released Claims. Each Settling State (for itself and
its Releasors) and Participating Subdivisions hereby absolutely, unconditionally, and irrevocably
covenants not to bring, file, or claim, or to cause, assist or permit to be brought, filed, or claimed,
or to otherwise seek to establish liability for any Released Claims against any Released Entity in
any forum whatsoever. The releases provided for in this Agreement are intended by the Parties to

be broad and shall be interpreted so as to give the Released Entities the broadest possible bar
against any liability relating in any way to Released Claims and extend to the full extent of the
power of each Settling State and its Attorney General to release claims. This Agreement shall be
a complete bar to any Released Claim.
B.
Claim-Over and Non-Party Settlement.
1. It is the intent of the Parties that:
a.
Released Entities should not seek contribution or indemnification
(other than pursuant to an insurance contract), from other parties for their payment
obligations under this Agreement;
b.
the payments made under this Agreement shall be the sole payments
made by the Released Entities to the Releasors involving, arising out of, or related
to Covered Conduct (or conduct that would be Covered Conduct if engaged in by
a Released Entity);
c.
Claims by Releasors against non-Parties should not result in
additional payments by Released Entities, whether through contribution,
indemnification or any other means; and
d.
the Agreement meets the requirements of the Uniform Contribution
Among Joint Tortfeasors Act and any similar state law or doctrine that reduces or
discharges a released party's liability to any other parties.
2. The provisions of this Section X.B are intended to be implemented consistent with
these principles. This Agreement and the releases and dismissals provided for herein are
made in good faith.
3. No Released Entity shall seek to recover for amounts paid under this Agreement
based on indemnification, contribution, or any other theory from a manufacturer, pharmacy,
hospital, pharmacy benefit manager, health insurer, third-party vendor, trade association,
distributor, or health care practitioner; provided that a Released Entity shall be relieved of
this prohibition with respect to any entity that asserts a Claim-Over against it. For the
avoidance of doubt, nothing herein shall prohibit a Released Entity from recovering
amounts owed pursuant to insurance contracts.
4. To the extent that, on or after the Reference Date, any Releasor enters into a Non-
Party Settlement, including in any bankruptcy case or through any plan of reorganization,
the Releasor will include (or in the case of a Non-Party Settlement made in connection with
a bankruptcy case, will cause the debtor to include), unless prohibited from doing so under
applicable law, in the Non-Party Settlement a prohibition on contribution or indemnity of
any kind substantially equivalent to that required from Indivior in Section X.B.3, or a release

from such Non-Released Entity in favor of the Released Entities (in a form equivalent to
the releases contained in this Agreement) of any Claim-Over. The obligation to obtain the
prohibition and/or release required by this subsection is a material term of this Agreement.
5. In the event that any Releasor obtains a judgment with respect to Non-Party
Covered Conduct against a Non-Released Entity that does not contain a prohibition like that
described in Section X.B.3 or any Releasor files a Non-Party Covered Conduct Claim
against a Non-Released Entity in bankruptcy or a Releasor is prevented for any reason from
obtaining a prohibition/release in a Non-Party Settlement as provided in Section X.B.3, and
such Non-Released Entity asserts a Claim-Over against a Released Entity, the Released
Entity shall be relieved of the prohibition in Section X.B.3 with respect to that Non-Released
Entity and that Releasor and Indivior shall take the following actions to ensure that the
Released Entities do not pay more with respect to Covered Conduct to the Releasor or to
Non-Released Entities than the amounts owed under this Settlement Agreement by Indivior:
a.
Indivior shall notify that Releasor of the Claim-Over within sixty
(60) calendar days of the assertion of the Claim-Over or sixty (60) calendar days of
the Effective Date of this Settlement Agreement, whichever is later;
b.
Indivior and that Releasor shall meet and confer concerning the
means to hold Released Entities harmless and ensure that they are not required to
pay more with respect to Covered Conduct than the amounts owed by Indivior to
the Releasor under this Agreement;
c.
That Releasor and Indivior shall take steps sufficient and
permissible under the law of the state of the Releasor to hold Released Entities
harmless from the Claim-Over and ensure Released Entities are not required to pay
more with respect to Covered Conduct than the amounts owed by Indivior under
this Agreement. Such steps may include, where permissible:
(i)
Filing of motions to dismiss or such other appropriate
motion by Indivior or Released Entities, and supported by Releasor, in
response to any claim filed in litigation or arbitration;
(ii)
Reduction of that Releasor’s Claim and any judgment it has
obtained or may obtain against such Non-Released Entity by whatever
amount or percentage is necessary to extinguish such Claim-Over under
applicable law, up to the amount the Releasor has obtained, may obtain, or
has authority to control from such Non-Released Entity;
(iii)
Placement into escrow of funds paid by the Non-Released
Entities such that those funds are available to satisfy the Claim-Over;

(iv)
Return of monies paid by Indivior to the Releasor under this
Settlement Agreement to permit satisfaction of a judgment against or
settlement with the Non-Released Entity to satisfy the Claim-Over;
(v)
Payment of monies to Indivior by the Releasor to ensure it is
held harmless from such Claim-Over, up to the amount that Releasor has
obtained, may obtain, or has authority to control from such Non-Released
Entity;
(vi)
Credit to Indivior under this Agreement to reduce the overall
amounts to be paid under the Agreement such that it is held harmless from
the Claim-Over; and
(vii)
Such other actions as that Releasor and Indivior may devise
to hold Indivior harmless from the Claim-Over.
d.
The actions of that Releasor and Indivior taken pursuant to
paragraph (c) must, in combination, ensure Indivior is not required to pay more
with respect to Covered Conduct than the amounts owed by Indivior to the Releasor
under this Agreement.
e.
In the event of any dispute over the sufficiency of the actions taken
pursuant to paragraph (c), the Releasor and Indivior may seek review by the
National Arbitration Panel, provided that, if the parties agree, such dispute may be
heard by the state court where the relevant Consent Judgment was filed. The
National Arbitration Panel shall have authority to require Releasor to implement a
remedy that includes one or more of the actions specified in paragraph (c) sufficient
to hold Released Entities fully harmless. In the event that the Panel’s actions do not
result in Released Entities being held fully harmless, Indivior shall have a claim for
breach of this Agreement by Releasor, with the remedy being payment of sufficient
funds to hold Indivior harmless from the Claim-Over up to the amount the Releasor
has obtained, may obtain, or has authority to control from such Non-Released
Entity. For the avoidance of doubt, the prior sentence does not limit or eliminate
any other remedy that Indivior may have.
6. To the extent that the Claim-Over is based on a contractual indemnity, the
obligations under Section X.B.4 shall extend solely to a Non-Party Covered Conduct Claim
against a clinic, hospital or other purchaser, distributor or dispenser of Products, a
manufacturer that sold Products, a consultant, and/or a pharmacy benefit manager or other
third-party payor. Indivior shall notify the Settling States, to the extent permitted by
applicable law, in the event that any of these types of Non-Released Entity asserts a Claim-
Over arising out of contractual indemnity against it.

C.
Indemnification and Contribution Prohibited. No Released Entity shall seek to
recover for amounts paid under this Agreement based on indemnification, contribution, or any
other theory, from a manufacturer, pharmacy, hospital, pharmacy benefit manager, health insurer,
third-party vendor, trade association, distributor, or health care practitioner. For the avoidance of
doubt, nothing herein shall prohibit a Released Entity from recovering amounts owed pursuant to
insurance contracts.
D.
General Release. In connection with the releases provided for in this Agreement,
each Settling State (for itself and its Releasors) and Participating Subdivision expressly waives,
releases, and forever discharges any and all provisions, rights, and benefits conferred by any law
of any state or territory of the United States or other jurisdiction, or principle of common law,
which is similar, comparable, or equivalent to § 1542 of the California Civil Code, which reads:
General Release; extent. A general release does not extend to
claims that the creditor or releasing party does not know or suspect
to exist in his or her favor at the time of executing the release and
that if known by him or her, would have materially affected his or
her settlement with the debtor or released party.
A Releasor may hereafter discover facts other than or different from those which it knows,
believes, or assumes to be true with respect to the Released Claims, but each Settling State (for
itself and its Releasors) and Participating Subdivision hereby expressly waives and fully, finally,
and forever settles, releases and discharges, upon the Effective Date, any and all Released Claims
that may exist as of such date but which Releasors do not know or suspect to exist, whether through
ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would
materially affect the Settling States’ decision to enter into this Agreement or the Participating
Subdivisions’ decision to participate in this Agreement.
E.
Assigned Interest Waiver. To the extent that any Settling State has any direct or
indirect interest in any rights of a third-party that is a debtor under the Bankruptcy Code as a result
of a claim arising out of Covered Conduct by way of assignment or otherwise, including as a result
of being the beneficiary of a trust or other distribution entity, to assert claims against Indivior
(whether derivatively or otherwise), under any legal or equitable theory, including for
indemnification, contribution, or subrogation, the Settling State waives the right to assert any such
claim, or to receive a distribution or any benefit on account of such claim and such claim,
distribution, or benefit shall be deemed assigned to Indivior.
F.
Res Judicata. Nothing in this Agreement shall be deemed to reduce the scope of
the res judicata or claim preclusive effect that the settlement memorialized in this Agreement,
and/or any Consent Judgment or other judgment entered on this Agreement, gives rise to under
applicable law.
G.
Representation and Warranty. The signatories hereto on behalf of their respective
Settling States and its Participating Subdivisions expressly represent and warrant that they will
obtain on or before the Effective Date (or have obtained) the authority to settle and release, to the

maximum extent of the State’s power, all Released Claims of (1) their respective Settling States;
(2) any of the respective Settling State’s past and present executive departments, state agencies,
divisions, boards, commissions and instrumentalities with the regulatory authority to enforce state
and federal controlled substances acts; (3) any of their respective Settling State’s past and present
executive departments, agencies, divisions, boards, commissions and instrumentalities that have
the authority to bring Claims related to Covered Conduct seeking money (including abatement
and/or remediation) or revocation of a pharmaceutical distribution license; and (4) any
Participating Subdivisions. For the purposes of clause (3) above, executive departments, agencies,
divisions, boards, commission, and instrumentalities are those that are under the executive
authority or direct control of the State’s Governor. Also, for the purposes of clause (3), a release
from a State’s Governor as set forth in Exhibit X is sufficient to demonstrate that the appropriate
releases have been obtained.
H.
Effectiveness. The releases set forth in this Agreement shall not be impacted in any
way by any dispute that exists, has existed, or may later exist between or among the Releasors.
Nor shall such releases be impacted in any way by any current or future law, regulation, ordinance,
or court or agency order limiting, seizing, or controlling the distribution or use of the Settlement
Fund or any portion thereof, or by the enactment of future laws, or by any seizure of the Settlement
Fund or any portion thereof.
I.
Cooperation. Releasors (1) will not encourage any person or entity to bring or
maintain any Released Claim against any Released Entity and (2) will reasonably cooperate with
and not oppose any effort by Indivior to secure the prompt dismissal of any and all Released
Claims, including suits brought by non-Releasors based on Released Claims. Releasors will meet
and confer and make reasonable efforts to resolve any action that is filed by a Subdivision against
Indivior on or after the date the Preliminary Agreement Date. This provision shall not require a
Settling State to make any monetary payment or adjustment to allocation or incur other obligation.
J.
Non-Released Claims Notwithstanding the foregoing or anything in the definition
of Released Claims, the Agreement does not waive, release or limit any criminal liability, Claims
for any outstanding liability under any tax or securities law, Claims against parties who are not
Released Entities, Claims by private individuals, Claims for Medicaid rebates, Claims asserted, or
that could be asserted, by any State or Subdivision, related to the causes of action in In re: Generic
Pharmaceuticals Pricing Antitrust Litigation, in the United States District court for the District of
Pennsylvania, MDL No. 2724; Connecticut et al v. Aurobindo Pharma USA, Inc. et al., in the
United States District Court for the District of Connecticut, Case No. 3:16-cv-2056-NPS;
Connecticut et al. v. Teva Pharmaceuticals USA, Inc., in the United States District Court for the
District of Connecticut, Case No. 3:19-cv-710-NPS; Connecticut et al v. Sandoz, Inc. et al., in the
United States District Court for the District of Connecticut, Case No. 3:20-cv-802-NPS; and any
related action (such excluded claims include, but are not limited to, all antitrust claims and any
claims related to any non-opioid generic drugs), and any claims arising under the Agreement for
enforcement of the Agreement.
XI.
Later Litigating Subdivisions

A.
Released Claims against Released Entities. If a Later Litigating Subdivision in a
Settling State maintains a lawsuit for a Released Claim against a Released Entity after the
Reference Date, the following shall apply subject to Section XI.B:
1. The Released Entity shall take ordinary and reasonable measures to defend the
action, including filing a Threshold Motion with respect to the Released Claim. The
Released Entity shall further notify the Settling State and Settlement Fund Administrator
immediately upon notice of a Later Litigating Subdivision bringing a lawsuit for a Released
Claim and shall not oppose a Settling State’s submission in support of the Threshold Motion.
Indivior shall give the relevant Settling State a reasonable opportunity to extinguish the
Released Claims without any payment or any other obligations being imposed upon any
Released Entities (apart from the Global Settlement Amount payable by Indivior under the
Agreement or the Injunctive Relief Terms incurred by it). The relevant Settling State and
Indivior shall confer and use reasonable efforts to promptly resolve the lawsuit so that it is
dismissed with prejudice. Nothing in this subsection creates an obligation for a Settling State
to make a monetary payment or incur any other obligation to an entity filing a lawsuit.
2. If the lawsuit asserting a Released Claim is resolved with finality on terms requiring
payment by the Released Entity, Indivior shall receive a dollar-for-dollar offset against
Incentive Payment D for the amount paid. The offset shall be applied against the relevant
portion of the Annual Remediation Payments starting in Payment Year 4 and working
backwards.
3. For the avoidance of doubt, any offset pursuant to this Section XI in a Settling State
that at the time is not eligible for Incentive Payment A shall continue to apply even if the
Settling State at issue subsequently becomes eligible for Incentive Payment A.
4. “Terms requiring payment” shall mean (i) a final monetary judgment or (ii) a
settlement; provided that the Released Entity sought the applicable State Attorney General's
consent to the settlement and such consent was either obtained or unreasonably withheld.
Should the judgment or settlement resolve claims that are not Released Claims, the offset
shall be for the Released Claims portion only, which shall be distinguishable in the judgment
or settlement.
B.
Exceptions
1. Section XI.A shall not apply where the Settling State at issue meets the eligibility
criteria for and is entitled to Incentive Payment A for the Payment Year at issue, except as
expressly provided therein.
2. Section XI.A shall not apply where the Later Litigating Subdivision seeks less than
$10 million, or so long as its total claim is reduced to less than $10 million, in the lawsuit
for a Released Claim at issue.

C.
No Effect on Other Provisions. An offset under Section XI.A shall not affect the
Injunctive Relief Terms or the Consent Judgment.
D.
No Effect on Other States. An offset under Section XI.A applicable to one State
shall not affect the allocation or payment of the Annual Remediation Payment to other Settling
States.
E.
Litigating Subdivisions in Non-Eligible States. The Settling States will not
encourage, facilitate, or assist in any manner whatsoever claims for Covered Conduct against
Indivior in any Settling, Non-Settling, or Non-Eligible State, regardless of whether those claims
were filed against Indivior prior to, on, or after the Effective Date.
XII.
Offset
A.
Revoked Bar or Case-Specific Resolution. If Indivior made any Annual
Remediation Payments that included any incentive payments earned as a result of the existence of
a Bar or Case-Specific Resolution in a Settling State, and there is subsequently a Revocation Event
with respect to that Bar or Case-Specific Resolution after the determination of the amount of such
Annual Remediation Payment, Indivior shall receive a dollar-for-dollar offset against the portion
of remaining Annual Remediation Payments that would be allocated to that Settling State and its
Participating Subdivisions. This offset will be calculated as the dollar amount difference between
(1) the total amount of incentive payments paid by Indivior by virtue of the Bar or Case-Specific
Resolution subject to the Revocation Event and (2) the total amount of incentive payments that
would have been due from Indivior during that time had the Bar or Case-Specific Resolution
subject to the Revocation Event not been in effect. The amount of incentive payments that would
have been due, referenced in clause (2) above, will be calculated one hundred eighty (180) calendar
days after the Revocation Event; for purposes of calculating the amount of incentive payments that
would have been due, any relevant Subdivision shall be included as a Participating Subdivision if:
(1) its Released Claims are extinguished by any subsequent Bar or Case-Specific Resolution in
effect as of the date of such calculation, or (2) it becomes a Participating Subdivision (in addition
to all other Participating Subdivisions) prior to the date of such calculation.
XIII.
Miscellaneous
A.
Population of General Purpose Governments. The population figures for General
Purpose Governments shall be the published U.S. Census Bureau's population estimates for July
1, 2019, released May 2020. These population figures shall remain unchanged during the term of
this Agreement.
B.
Population of Special Districts. For any purpose in this Agreement in which the
population of a Special District is used other than Section IV.H.4.c: (a) School Districts’ population
will be measured by the number of students enrolled who are eligible under the Individuals with
Disabilities Education Act (“IDEA”) or Section 504 of the Rehabilitation Act of 1973; (b) Health
Districts’ and Hospital Districts’ population will be measured at twenty-five percent (25%) of
discharges; and (c) all other Special Districts’ (including Fire Districts’ and Library Districts’)

population will be measured at ten percent (10%) of the population served.9 For the avoidance of
doubt, this means that California healthcare districts will be measured at ten percent (10%) of their
membership. Indivior and the Enforcement Committee shall meet and confer in order to agree on
data sources for purposes of this Section prior to the Preliminary Agreement Date.
C.
Population Associated with Sheriffs. For any purpose in this Agreement in which
the population associated with a lawsuit by a sheriff is used, the population will be measured at
twenty percent (20%) of the capacity of the jail(s) operated by the sheriff.
D.
No Admission. Indivior does not admit liability or wrongdoing. Neither this
Agreement nor the Consent Judgments shall be considered, construed or represented to be (1) an
admission, concession or evidence of liability or wrongdoing or (2) a waiver or any limitation of
any defense otherwise available to Indivior.
E.
Tax Cooperation and Reporting.
1. Upon request by Indivior, the Settling States and Participating Subdivisions agree
to perform such further acts and to execute and deliver such further documents as may be
reasonably necessary for Indivior to establish the statements set forth in Section V.F to the
satisfaction of their tax advisors, their independent financial auditors, the Internal Revenue
Service, or any other governmental authority, including as contemplated by 26 C.F.R §
1.162-21(b)(3)(ii) and any subsequently proposed or finalized relevant regulations or
administrative guidance.
2. Without limiting the generality of Section XIII.E.1, each Settling State and
Participating Subdivision shall cooperate in good faith with Indivior with respect to any tax
claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding
relating to this Agreement.
3. Pursuant to 26 C.F.R. § 1.6050X-1(a) and (b), the Designated State, on behalf of
all Settling States and Participating Subdivisions, shall designate one of its officers or
employees to act as the “appropriate official” within the meaning of 26 C.F.R. § 1.6050X-
1(f)(1)(ii)(B) (the “Appropriate Official”). The Designated State shall direct and ensure that
the Appropriate Official timely (a) files (i) at the time this Agreement becomes binding on
the Parties, an IRS Form 1098-F in the form attached as Exhibit U with respect to Indivior
and (ii) any legally required forms, returns or amended returns with any applicable
governmental authority, or any returns requested by Indivior, and (b) provides to Indivior a
copy of (i) the IRS Form 1098-F filed with respect to Indivior and (ii) any legally required
written statement pursuant to any applicable law and any other document referred to in

9 The estimates for counties and parishes were accessed at https://www.census.gov/data/datasets/time-
series/demo/popest/2010s-counties-total.html. The estimates for cities and towns can currently be found at
https://www.census.gov/data/datasets/time-series/demo/popest/2010s-total-cities-and-towns.html.

clause (a)(ii) above. Any such forms, returns, or statements shall be prepared and filed in a
manner fully consistent with Section V.F. and as set forth in Section XIII.E.4.
4. Any form, return, amended return, or written statement filed or provided pursuant
to Section XIII.E.3, and any similar document, shall be prepared and filed in a manner
consistent with reporting the Global Settlement Amount as the “Total amount to be paid”
pursuant to this Agreement in Box 1 of IRS Form 1098-F and the Compensatory Restitution
Amount as “Restitution/remediation amount” in Box 3 of IRS Form 1098-F, as reflected in
the attached Exhibit U. If the Designated State or Appropriate Official shall be required to
file any form, return, amended return, or written statement contemplated by this Section
XIII.E other than an IRS Form 1098-F in the form attached as Exhibit U, the Designated
State shall direct and ensure that the Appropriate Official provides to Indivior a draft of such
form, return, amended return, or written statement no later than sixty (60) calendar days
prior to the due date thereof, and shall accept any reasonable revisions from Indivior on the
return, amended return, or written statement.
5. For the avoidance of doubt, neither Indivior nor the Settling States and Participating
Subdivisions make any warranty or representation to any Settling State, Participating
Subdivision, or Releasor as to the tax consequences of the payment of the Compensatory
Restitution Amount (or any portion thereof).
F.
No Third-Party Beneficiaries. Except as expressly provided in this Agreement, no
portion of this Agreement shall provide any rights to, or be enforceable by, any person or entity
that is not the Settling State or Released Entity. Settling States may not assign or otherwise convey
any right to enforce any provision of this Agreement.
G.
Calculation. Any figure or percentage referred to in this Agreement shall be carried
to seven decimal places.
H.
Construction. None of the Parties and no Participating Subdivision shall be
considered to be the drafter of this Agreement or of any of its provisions for the purpose of any
statute, case law, or rule of interpretation or construction that would or might cause any provision
to be construed against the drafter of this Agreement. The headings of the provisions of this
Agreement are not binding and are for reference only and do not limit, expand, or otherwise affect
the contents or meaning of this Agreement.
I.
Cooperation. Each Party and each Participating Subdivision agrees to use its best
efforts and to cooperate with the other Parties and Participating Subdivisions to cause this Agreement
and the Consent Judgments to become effective, to obtain all necessary approvals, consents and
authorizations, if any, and to execute all documents and to take such other action as may be
appropriate in connection herewith. Consistent with the foregoing, each Party and each Participating
Subdivision agrees that it will not directly or indirectly assist or encourage any challenge to this
Agreement or any Consent Judgment by any other person and will support the integrity and
enforcement of the terms of this Agreement and the Consent Judgments.

J.
Entire Agreement. This Agreement, including its exhibits and any other
attachments, embodies the entire agreement and understanding between and among the Parties and
Participating Subdivisions relating to the subject matter hereof and supersedes (1) all prior
agreements and understandings relating to such subject matter, whether written or oral and (2) all
purportedly contemporaneous oral agreements and understandings relating to such subject matter.
K.
Execution. This Agreement may be executed in counterparts and by different
signatories on separate counterparts, each of which shall be deemed an original, but all of which
shall together be one and the same Agreement. One or more counterparts of this Agreement may
be delivered by facsimile or electronic transmission with the intent that it or they shall constitute
an original counterpart hereof. One or more counterparts of this Agreement may be signed by
electronic signature.
L.
Good Faith and Voluntary Entry. Each Party warrants and represents that it
negotiated the terms of this Agreement in good faith. Each of the Parties and Participating
Subdivisions warrants and represents that it freely and voluntarily entered into this Agreement
without any degree of duress or compulsion. The Parties and Participating Subdivisions state that
no promise of any kind or nature whatsoever (other than the written terms of this Agreement) was
made to them to induce them to enter into this Agreement.
M.
Legal Obligations. Nothing in this Agreement shall be construed as relieving
Indivior of the obligation to comply with all state and federal laws, regulations or rules, nor shall
any of the provisions herein be deemed to be permission to engage in any acts or practices
prohibited by such laws, regulations, or rules.
N.
No Prevailing Party. The Parties and Participating Subdivisions each agree that
they are not the prevailing party in this action, for purposes of any claim for fees, costs, or expenses
as prevailing parties arising under common law or under the terms of any statute, because the
Parties and Participating Subdivisions have reached a good faith settlement.
O.
Waive Challenge. The Parties and Participating Subdivisions each further waive
any right to challenge or contest the validity of this Agreement on any ground, including, without
limitation, that any term is unconstitutional or is preempted by, or in conflict with, any current or
future law. Nothing in the previous sentence shall modify, or be construed to conflict with, Section
XIII.M.
P.
Non-Admissibility. The settlement negotiations resulting in this Agreement have
been undertaken by the Parties and by certain representatives of the Participating Subdivisions in
good faith and for settlement purposes only, and no evidence of negotiations or discussions
underlying this Agreement shall be offered or received in evidence in any action or proceeding for
any purpose. This Agreement shall not be offered or received in evidence in any action or
proceeding for any purpose other than in an action or proceeding arising under or relating to this
Agreement.

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

Jeff Jackson, Attorney General
North Carolina Department of Justice
Attn: Daniel Mosteller, Associate Deputy Attorney General
PO Box 629
Raleigh, NC 27602
Dmosteller@ncdoj.gov

Jonathan Skrmetti, Attorney General
Tennessee Attorney General’s Office
Attn: Michael Leftwich, Senior Deputy Attorney General
Hamilton Millwee, Assistant Attorney General
P.O. Box 20207
Nashville, TN 37202
Michael.Leftwich@ag.tn.gov
Hamilton.Millwee@ag.tn.gov

Letitia James, Attorney General
New York State Attorney General
Attn: Jennifer Levy, First Deputy Attorney General
Monica Hanna, Special Counsel
Matthew Conrad, Assistant Attorney General

28 Liberty Street, New York, NY 10005

Jennifer.Levy@ag.ny.gov

Monica.Hanna@ag.ny.gov

Matthew.Conrad@ag.ny.gov

For the Plaintiffs’ Executive Committee:
Co-leads
Jayne Conroy

Simmons Hanly Conroy LLC
112 Madison Avenue
7th Floor
New York, NY 10016-7416
JConroy@simmonsfirm.com
Joseph F. Rice
Motley Rice LLC
28 Bridgeside Blvd.

Mount Pleasant, SC 29464
jrice@motleyrice.com

For Indivior:

Chief Legal Officer

Indivior Inc.

10710 Midlothian Turnpike

Suite 125

Richmond, VA 23235

legal@indivior.com

Jeff Burris

Indivior Inc.

10710 Midlothian Turnpike

Suite 125

Richmond, VA 23235
jeff.burris@indivior.com

Maria Durant

Hogan Lovells US LLP

125 High Street

Suite 2010

Boston, MA 02110

maria.durant@hoganlovells.com

Caitlyn Mancuso

Hogan Lovells US LLP

1735 Market Street, Floor 23

Philadelphia, PA 19103

kate.mancuso@hoganlovells.com

Any Party or the Plaintiffs’ Executive Committee may change or add the contact information of
the persons designated to receive notice on its behalf by notice given (effective upon the giving
of such notice) as provided in this Section XIII.Q.
R.
No Waiver. The waiver of any rights conferred hereunder shall be effective only if
made by written instrument executed by the waiving Party or Parties. The waiver by any Party of
any breach of this Agreement shall not be deemed to be or construed as a waiver of any other
breach, whether prior, subsequent, or contemporaneous, nor shall such waiver be deemed to be or
construed as a waiver by any other Party.
S.
Preservation of Privilege. Nothing contained in this Agreement or any Consent
Judgment, and no act required to be performed pursuant to this Agreement or any Consent

Judgment, is intended to constitute, cause, or effect any waiver (in whole or in part) of any
attorney-client privilege, work product protection, or common interest/joint defense privilege, and
each Party and Participating Subdivision agrees that it shall not make or cause to be made in any
forum any assertion to the contrary.
T.
Successors.
1. This Agreement shall be binding upon, and inure to the benefit of, Indivior and its
respective successors and assigns.
2. Indivior shall not, in one (1) transaction or a series of related transactions, sell or
transfer U.S. assets having a fair market value equal to twenty-five percent (25%) or more
of the consolidated assets of Indivior (other than sales or transfers of inventories, or sales or
transfers to an entity owned directly or indirectly by Indivior) where the sale or transfer is
announced after the Reference Date, is not for fair consideration, and would foreseeably and
unreasonably jeopardize Indivior’s ability to make the payments under this Agreement or
its obligations regarding Settlement Product under Section XIV following the close of a sale
or transfer transaction, unless Indivior obtains the acquiror’s agreement that it will be either
a guarantor of or successor to the percentage of Indivior’s remaining payment obligations
under this Agreement equal to the percentage of Indivior’s consolidated assets being sold
or transferred in such transaction. Percentages under this section shall be determined in
accordance with United States generally accepted accounting principles and as of the date
of Indivior’s most recent publicly filed consolidated balance sheet prior to the date of entry
into the sale or transfer agreement at issue. This Section XIII.T shall be enforceable solely
by the Settling States, and any objection under this Section XIII.T not raised within sixty
(60) calendar days of the announcement of the relevant transaction is waived.
U.
Modification, Amendment, Alteration. In the event the Plaintiffs’ Executive
Committee, the Executive Committee of the State Attorneys General, or Indivior concludes prior
to the Reference Date that technical corrections are required to this Agreement, the Plaintiffs’
Executive Committee, the Executive Committee of the State Attorneys General, and Indivior shall
meet and confer and make such amendments as they agree are appropriate. After the Reference
Date, any modification, amendment, or alteration of this Agreement by the Parties shall be binding
only if evidenced in writing signed by Indivior, along with the signature of at least two-thirds of
those then serving as Attorney General of the Settling States along with a representation from each
Attorney General that either: (1) the advisory committee or similar entity established or recognized
by that Settling State (either pursuant to Section V.E.2.d, by a State-Subdivision Agreement, or by
statute) voted in favor of the modification, amendment or alteration of this Agreement including
at least one member appointed by the Participating Subdivisions listed on Exhibit G; or (2) in
Settling States without any advisory committee, that 50.1% (by population) of the Participating
Subdivisions listed on Exhibit G expressed approval of the modification, amendment, or alteration
of this Agreement in a writing.
V.
Termination.

1. Unless otherwise agreed to by each of Indivior and the Settling States, this
Agreement and all of its terms (except Section XIII.P and any other non-admissibility
provisions, which shall continue in full force and effect) shall be canceled and terminated
with respect to the Settling State, and the Agreement and all orders issued by the courts in
the Settling State pursuant to the Agreement shall become null and void and of no effect if
one or more of the following conditions applies:
a.
a
Consent
Judgment
approving
this
Agreement
without
modification of any of the Agreement’s terms has not been entered as to a Settling
State by a court of competent jurisdiction on or before one hundred eighty (180)
calendar days after the Effective Date; or
b.
this Agreement or the Consent Judgment as to that Settling State has
been disapproved by a court of competent jurisdiction to which it was presented for
approval and/or entry (or, in the event of an appeal from or review of a decision of
such a court to approve this Agreement and the Consent Judgment, by the court
hearing such appeal or conducting such review), and the time to appeal from such
disapproval has expired, or, in the event of an appeal from such disapproval, the
appeal has been dismissed or the disapproval has been affirmed by the court of last
resort to which such appeal has been taken and such dismissal or disapproval has
become no longer subject to further appeal (including, without limitation, review
by the United States Supreme Court).
2. If this Agreement is terminated with respect to a Settling State for whatever reason
pursuant to Section XIII.V.1, then:
a.
an applicable statute of limitation or any similar time requirement
(excluding any statute of repose) shall be tolled from the date the Settling State
signed this Agreement until the later of the time permitted by applicable law or for
one year from the date of such termination, with the effect that Indivior and the
Settling State shall be in the same position with respect to the statute of limitation
as they were at the time the Settling State filed its action; and
b.
Indivior and the Settling State shall jointly move the relevant court
of competent jurisdiction for an order reinstating the actions and claims dismissed
pursuant to the terms of this Agreement governing dismissal, with the effect that
Indivior and the Settling State shall be in the same position with respect to those
actions and claims as they were at the time the action or claim was stayed or
dismissed.
3. Unless Indivior and the Enforcement Committee agree otherwise, this Agreement,
with the exception of the Injunctive Relief Terms that have their own provisions on duration,
shall terminate as of the Payment Date for Payment Year 5, provided that Indivior has
performed its payment and Settlement Product obligations under the Agreement as of that

date. Notwithstanding any other provision in this Section XIII.V.3 or in this Agreement, all
releases under this Agreement will remain effective despite any termination under this
Section XIII.V.3.
W.
Governing Law. Except as (1) otherwise provided in this Agreement or (2) as
necessary, in the sole judgment of the National Arbitration Panel, to promote uniformity of
interpretation for matters within the scope of the National Arbitration Panel’s authority, this
Agreement shall be governed by and interpreted in accordance with the respective laws of the
Settling State, without regard to the conflict of law rules of such Settling State, that is seeking to
enforce the Agreement against Indivior or against which Indivior is seeking enforcement.
Notwithstanding any other provision in this subsection on governing law, any disputes relating to
the Settlement Fund Escrow shall be governed by and interpreted in accordance with the law of
the state where the escrow agent has its primary place of business.
X.
Bankruptcy. The following provisions shall apply if Indivior enters bankruptcy and
(i) the Indivior bankruptcy estate recovers, pursuant to 11 U.S.C. § 550, any payments made under
this Agreement, or (ii) this Agreement is deemed executory and is rejected by Indivior pursuant to
11 U.S.C. § 365:
1. In the event that the both a number of Settling States equal to at least seventy-five
percent (75%) of the total number of Settling States and Settling States having aggregate
State Allocation Percentages as set forth on Exhibit F equal to at least seventy-five percent
(75%) of the total aggregate State Allocation Percentages assigned to all Settling States
deem (by written notice to Indivior) that the financial obligations of this Agreement have
been terminated and rendered null and void (except as provided in Section XIII.X.1.a) due
to a material breach by Indivior, whereupon:
a.
all agreements, all concessions, all reductions of Releasing Parties'
Claims, and all releases and covenants not to sue, contained in this Agreement shall
immediately and automatically be deemed null and void as to Indivior; the Settling
States shall be deemed immediately and automatically restored to the same position
they were in immediately prior to their entry into this Settlement Agreement in
respect to Indivior and the Settling States shall have the right to assert any and all
claims against Indivior in the bankruptcy or otherwise without regard to any limits
or agreements as to the amount of the settlement otherwise provided in this
Agreement; provided, however, that notwithstanding the foregoing sentence, (i) all
reductions of Releasing Parties’ Claims, and all releases and covenants not to sue,
contained in this Agreement shall remain in full force and effect as to all persons
or entities other than Indivior itself; and (ii) in the event the Settling State asserts
any Released Claim against Indivior after the rejection and/or termination of this
Agreement as described in this Section XIII.X.1.a and receives a judgment,
settlement or distribution arising from such Released Claim, then the amount of any
payments the Settling State has previously received from Indivior under this
Agreement shall be applied to reduce the amount of any such judgment, settlement

or distribution (provided that no credit shall be given against any such judgment,
settlement or distribution for any payment that the Settling State is required to
disgorge or repay to Indivior’s bankruptcy estate); and
b.
the Settling States may exercise all rights provided under the federal
Bankruptcy Code (or other applicable bankruptcy or non-bankruptcy law) with
respect to their Claims against Indivior subject to all defenses and rights of the
Indivior.
Y.
Waiver. Indivior, for good and valuable consideration the receipt of which is
acknowledged, hereby (a) waives, foregoes and relinquishes all rights to utilize and/or seek relief
under any of the following laws of the State of Texas for the restructuring of its debts or liabilities
related to Released Claims, Claims that would have been Released Claims if they had been brought
by a Releasor against a Released Entity before the Effective Date, or this Agreement: Tex. Bus.
Orgs. Code § 10.003 (Contents of Plan of Merger: More Than One Successor) or any other statute
of Subchapter A of Chapter 10 of Tex. Bus. Orgs. Code to the extent such statute relates to multi-
successor mergers (and/or any other similar laws or statutes in any other state or territory); Tex.
Bus. Orgs. Code §§ 11.01–11.414 (Winding Up and Termination of Domestic Entity); or Tex. Bus.
& Com. Code §§ 23.01–23.33 (Assignments for the Benefit of Creditors) (collectively, the “Texas
Statutes”), and (b) agrees, warrants and represents that it will not file, request or petition for relief
under the Texas Statutes related to its debts or liabilities related to Released Claims, Claims that
would have been Released Claims if they had been brought by a Releasor against a Released Entity
before the Effective Date, or this Agreement, in each case until such time as all of Indivior’s
payment obligations incurred hereunder are satisfied in full. The foregoing waiver and
relinquishment includes, without limitation, until such time as all of Indivior’s payment obligations
incurred hereunder are satisfied in full, Indivior’s rights to execute a divisional merger or
equivalent transaction or restructuring related to its debts or liabilities related to Released Claims,
Claims that would have been Released Claims if they had been brought by a Releasor against a
Released Entity before the Effective Date, or this Agreement that in each case has the intent or
foreseeable effect of (i) separating material assets from material liabilities and (ii) assigning or
allocating all or a substantial portion of those liabilities to any subsidiary or affiliate that files for
relief under chapter 11 of the Bankruptcy Code, or pursuant to which such subsidiary or affiliate
that files for relief under chapter 11 of the Bankruptcy Code would be assuming or retaining all or
a substantial portion of those liabilities.
XIV.
Settlement Product
A. The Settlement Products are Indivior’s SUBLOCADE® (buprenorphine extended-release)
injection for subcutaneous use and Indivior’s OPVEE® (nalmefene) nasal spray. For the purposes
of this agreement, Indivior has agreed to provide the Settling States Settlement Product valued at
$140,000,000. The Settlement Product consists of SUBLOCADE® (available in 100mg and
300mg), valued at a fixed Wholesale Acquisition Cost (WAC) of $2,017.34 per unit, and OPVEE®
2.7mg, valued at a fixed WAC of $98.00 per unit, allocated in accordance with the allocation
percentage as reflected in Exhibit F. For the avoidance of doubt, if a Settling State does not elect
to participate in the settlement, that State’s Settlement Product Allocation will not be the

responsibility of Indivior and will not be transferred to the allocation of other Settling States.
Indivior shall cover the cost of the Settlement Product distribution set forth in this Agreement. For
the avoidance of doubt, Participating Subdivisions and Special Districts are not eligible to make a
Settlement Product election pursuant to this Agreement.

B.
Consistent with the Settlement Product Election Form contained in Exhibit D, each
Settling State shall have the discretion to convert any portion of the Settlement Product allocated
to the Settling State into a cash value equaling twenty-five percent (25%) of the WAC value of the
Settling State’s allocated Settlement Product. Unless cash conversion amounts are specifically
addressed in a State-Subdivision Agreement or Allocation Statute, a Settling State’s Settlement
Product Cash Conversion Amount shall be disbursed to the Settling State in the same manner as
its Remediation Accounts Fund payments are made pursuant to Section V. This cash conversion
payment is due on the Payment Date of Payment Year 5. The Settling State’s election shall apply
and remain in place for each following Payment Year unless the Settling State notifies Indivior of
a change to the Settling State’s election form at least ninety (90) days prior to the Payment Date
for that Payment Year. If a Settling State does not elect to receive all of its allocation in its initial
notice, such Settling State may submit a new or updated Settlement Product Election Form in lieu
of converting the outstanding portion of Settlement Product to cash value and Indivior and the
Settling States agree to work in good faith to maximize the availability of Settlement Product.

C.
A Settling State that has submitted a Settlement Product Election Form may place
periodic orders for Settlement Product consistent with this Section XIV and Exhibit D. A Settling
State may request up to twenty-five percent (25%) of its full Settlement Product allocation for each
Payment Year 2-5.

D.
Within thirty (30) days of the Effective Date, each Settling State shall notify
Indivior and the Settlement Fund Administrator of its Settlement Product election by submitting
the Settlement Product Election Form reflected in Exhibit D.

E.
Settling States that do not make a Settlement Product Election within 30 days of
the Effective Date shall be deemed to have elected to receive the full Settlement Product Cash
Conversion Amount, allocated in accordance with the State Allocation Percentage as reflected in
Exhibit F.

F.
In the event of a Force Majeure Event, Indivior shall promptly provide written
notice to the Settling States. Indivior and the States shall meet and confer within seven (7) days of
such written notice to establish a commercially reasonable plan to resolve any inability to supply
as quickly as reasonably possible, it being understood that, unless otherwise agreed to by the
Parties, it is Indivior’s obligation to use reasonable efforts which are consistent with accepted
industry practices to resume performance as soon as practicable under the circumstances.

G.
Settling States shall not be permitted to return to Indivior any Settlement Product
under any circumstances other than a recall of the Settlement Product initiated by Indivior or FDA,

in which case Indivior’s sole obligation shall be to supply the same number of Settlement Product
units to replace the recalled product.

H.
The Parties understand that the provision of Settlement Product constitutes
compensatory restitution within the meaning of 26 U.S.C. § 162(f)(2)(A) and that the receipt of
Settlement Product must be reported on IRS Form 1098-F consistent with subsection XIII.E.