22-134.00 State of Washington et al: Opioid Subdivision Settlement Participation 22 I3']
DISTRIBUTORS WASHINGTON
SETTLEMENT AGREEMENT
Table of Contents
I. Overview 1
II. Conditions to Effectiveness of Agreement 1
III. Participation by Subdivisions 3
IV. Settlement Payments
V. Plaintiffs' Attorneys' Fees and Costs 4
VI. Release 6
VII. Miscellaneous 6
Exhibit A Primary Subdivisions A-1
Exhibit B Litigating Subdivisions B-1
Exhibit C ABC IRS Form 1098-F C-1
Exhibit D Cardinal Health IRS Form 1098-F D-1
Exhibit E McKesson IRS Form 1098-F E-1
Exhibit F Subdivision Settlement Participation Form F-1
Exhibit G Consent Judgment and Stipulation of Dismissal with Prejudice G-1
Exhibit H Distributor Global Settlement Agreement H-I
DISTRIBUTORS—WASHINGTON SETTLEMENT AGREEMENT
I. Overview
This Distributors Washington Settlement Agreement("Agreement") sets forth the terms
and conditions of a settlement agreement between and among the State of Washington,
McKesson Corporation("McKesson"),Cardinal Health, Inc. ("Cardinal") and
AmerisourceBergen Corporation("Amerisource")(collectively,the"Agreement Parties")to
resolve opioid-related Claims against McKesson, Cardinal, and/or Amerisource(collectively,
"Settling Distributors").
By entering into this Agreement,the State of Washington and its Participating
Subdivisions agree to be bound by all terms and conditions of the Distributor Global Settlement
Agreement dated July 21,2021 (including its exhibits) ("Global Settlement"),which (including
its exhibits) is incorporated into this Agreement as Exhibit H.1 By entering this Agreement, and
upon execution of an Agreement Regarding the State of Washington and the Distributor Global
Settlement Agreement("Enforcement Committee Agreement"),unless otherwise set forth in this
Agreement,the Settling Distributors agree to treat the State of Washington for all purposes as if
it were a Settling State under the Global Settlement and its Participating Subdivisions for all
purposes as if they were Participating Subdivisions under the Global Settlement. Unless stated
otherwise in this Agreement,the terms of this Agreement are intended to be consistent with the
terms of the Global Settlement and shall be construed accordingly. Unless otherwise defined in
this Agreement, all capitalized terms in this Agreement shall be defined as they are in the Global
Settlement.
The Settling Distributors have agreed to the below terms for the sole purpose of
settlement, and nothing herein, including in any exhibit to this Agreement, may be taken as or
construed to be an admission or concession of any violation of law,rule, or regulation, or of any
other matter of fact or law, or of any liability or wrongdoing, or any misfeasance,nonfeasance,
or malfeasance, all of which the Settling Distributors expressly deny. No part of this Agreement,
including its statements and commitments, and its exhibits, shall constitute or be used as
evidence of any liability, fault, or wrongdoing by the Settling Distributors. Unless the contrary is
expressly stated,this Agreement is not intended for use by any third party for any purpose,
including submission to any court for any purpose.
II. Conditions to Effectiveness of Agreement
A. Global Settlement Conditions to Effectiveness.
1. The Agreement Parties acknowledge that certain deadlines set forth in
Section VIII of the Global Settlement passed before the execution of this Agreement. For
' The version of the Global Settlement as updated on March 25, 2022 is attached to this
Agreement as Exhibit H. Further updates to the Global Settlement shall be deemed incorporated
into this Agreement and shall supersede all earlier versions of the updated provisions.
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that reason, (i) Settling Distributors agree to treat the State of Washington as satisfying the
deadlines set forth in Section VIII of the Global Settlement provided that the State of
Washington satisfies its obligations set forth in this Section II and(ii)the State of
Washington agrees to treat Settling Distributors as having satisfied all notice obligations
under Section VIII.B of the Global Settlement as to the State of Washington.
2. The State of Washington shall deliver all signatures and releases required
by the Agreement to be provided by the Settling States to the Settling Distributors by
September 30, 2022. This Section II.A.2 supersedes the deadline for delivering those
signatures and releases set forth in Section VIII.A.1 of the Global Settlement.
B. Agreement with Enforcement Committee. This Agreement shall not become
effective unless the Enforcement Committee and the Settling Distributors execute the Enforcement
Committee Agreement. If the Enforcement Committee Agreement is not executed by June 1, 2022,
the State of Washington and Settling Distributors will promptly negotiate an agreement that mirrors
the Global Settlement to the extent possible and with a credit of$1,000,000 to Settling Distributors
to account for possible credits the Settling Distributors would have received under Section V of this
Agreement from the State Cost Fund and the Litigating Subdivision Cost Fund of the Global
Settlement and to be deducted from the Year 7 payment described in Section V.B.1 and Section
V.C.g of this Agreement.
C. Participation by Subdivisions. If the condition in Section II.B has been satisfied,
this Agreement shall become effective upon one of the following conditions being satisfied:
1. All Litigating Subdivisions in the State of Washington and ninety percent
(90%)of Non-Litigating Primary Subdivisions(calculated by population pursuant to the
Global Settlement) in the State of Washington must become Participating Subdivisions by
September 23, 2022.
2. If the condition set forth in Section II.C.1 is not met, the Settling
Distributors shall have sole discretion to accept the terms of this Agreement,which shall
become effective upon notice provided by the Settling Distributors to the State of
Washington. If the condition set forth by Section II.C.1 is not met and Settling Distributors
do not exercise discretion to accept this Agreement, this Agreement will have no further
effect and all releases and other commitments or obligations contained herein will be void.
D. Dismissal of Claims. Provided that the conditions in Sections II.B and II.0 have
been satisfied,the State of Washington shall file the Consent Judgment described in Section I.N of
the Global Settlement and attached hereto as Exhibit G("Washington Consent Judgment")with the
King County Superior Court("Washington Consent Judgment Court")on or before November 1,
2022. This Section II.C.2 supersedes the deadline for submitting a Consent Judgment set forth in
Section VIII.B of the Global Settlement. In the event that the Court declines to enter the
Washington Consent Judgment, each Settling Distributor shall be entitled to terminate the
Agreement as to itself and shall be excused from all obligations under the Agreement, and if a
Settling Distributor terminates the Agreement as to itself, all releases and other commitments or
obligations contained herein with respect to that Settling Distributor will be null and void. The date
of the entry of the Washington Consent Judgment shall be the effective date of this Agreement
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("Washington Effective Date"). Within the later of forty-five(45)days after the Washington
Effective Date or December 31, 2022, each Settling Distributor will certify to the State that all
medical claims data provided to it during the litigation(including Medicaid,PMP, LNI claims, and
PEBB data)has been destroyed by the party and its agents, including all retained experts.
III. Participation by Subdivisions
A. Notice. The Office of the State of Washington Attorney General in consultation
with the Settling Distributors shall send individual notice of the opportunity to participate in this
Agreement and the requirements for participation to all Subdivisions eligible to participate who
have not returned an executed Subdivision Settlement Participation Form within fifteen(15)days of
the execution of this Agreement. The Office of the State of Washington Attorney General may also
provide general notice reasonably calculated to alert Subdivisions, including publication and other
standard forms of notification. Nothing contained herein shall preclude the State of Washington
from providing further notice to, or from contacting any of its Subdivision(s) about,becoming a
Participating Subdivision.
B. Trigger Date for Later Litigating Subdivisions. Notwithstanding Sections I.EE and
I.GGGG of the Global Settlement, as to the State of Washington, Settling Distributors and the State
of Washington agree to treat the Trigger Date for Primary Subdivisions as September 23, 2022 and
the Trigger Date for all other Subdivisions as May 3, 2022.
C. Initial and Later Participating Subdivisions. Notwithstanding Sections I.BB, I.CC,
I.FF and Section VII.D and E of the Global Settlement, any Participating Subdivision in
Washington that meets the applicable requirements for becoming a Participating Subdivision set
forth in Section VII.B or Section VII.0 of the Global Settlement on or before September 23, 2022
shall be considered an Initial Participating Subdivision. Participating Subdivisions that are not
Initial Participating Subdivisions but meet the applicable requirements for becoming Participating
Subdivisions set forth in Section VII.B or Section VII.0 of the Global Settlement after September
23,2022 shall be considered Later Participating Subdivisions.
D. Subdivision Settlement Participation Forms. Each Subdivision Settlement
Participation Form submitted by a Participating Subdivision from the State of Washington shall be
materially identical to Exhibit F to this Agreement. Nothing in Exhibit F is intended to modify in
any way either the terms of this Agreement or the terms of the Global Settlement,both of which the
State of Washington and Participating Subdivisions agree to be bound. To the extent that any
Subdivision Settlement Participation Form submitted by any Participating Subdivision is worded
differently from Exhibit F to this Agreement or interpreted differently from the Global Agreement
and this Agreement in any respect, the Global Agreement and this Agreement control.
IV. Settlement Payments
A. Schedule. Annual Payments under this Agreement shall be calculated as if the
State of Washington were a Settling State under the Global Settlement and shall be made pursuant
to the terms of Section IV of the Global Settlement except that, as to the State of Washington,the
Payment Date for Payment Year 1 shall be December 1, 2022 and the Payment Date for Payment
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Year 2 shall be December 1, 2022. For the avoidance of doubt,the sole component of the State of
Washington's Annual Payment is the portion of the Net Abatement Amount allocated to the State
of Washington under the Global Settlement("Washington Abatement Amount"). The maximum
possible Washington Abatement Amount is$430,249,769.02.
B. Use of Payment. The Washington Abatement Amount paid under this Agreement
shall be used as provided for in Section V of the Global Settlement.
C. Nature of Payment. The State of Washington and its Participating Subdivisions
agree that payments made to the State of Washington and its Participating Subdivisions under this
Agreement are properly characterized as described in Section V.F of the Global Settlement.
V. Plaintiffs'Attorneys' Fees and Costs
A. Interaction with Global Settlement. Notwithstanding any contrary provision in the
Global Settlement,payments to cover attorneys' fees and costs under this Agreement("Washington
Fees and Costs") shall be made pursuant to this Section V.
B. Amounts. The total amount to cover of all Washington Fees and Costs is
$87,750,230.98. That total consists of the categories of attorneys' fees and costs set forth in this
Section V.B and shall be paid on the schedule set forth in Section V.C.
1. State Outside and Inside Counsel Fees and Costs. Settling Distributors shall
pay$76,829,316.21 to cover in-house fees and costs and outside counsel fees and costs to
the Washington Attorney General's Office,which shall be used for any lawful purpose in
the discharge of the Attorney General's duties at the sole discretion of the Attorney General.
The amount shall be paid in increments as specified in Section V.0 (Payment Year 1 —20%,
Payment Year 2—20%, Payment Year 3 — 15%, Payment Year 4— 15%,Payment Year 5 —
15%, Payment Year 6— 10%,Payment Year 7—5%.)
2. Fees and Costs for Participating Litigating Subdivisions' Attorneys.
Settling Distributors shall pay$10,920,914.70 to Participating Litigating Subdivisions'
attorneys for fees and costs into a single account as directed by the Washington Attorney
General's Office,which then shall be paid as agreed between the State of Washington and
attorneys for Participating Litigating Subdivisions. Participating Litigating Subdivisions'
attorneys shall be paid in accordance with the schedule in Section V.0 and V.D.5 of this
Agreement.
C. Schedule. Washington Fees and Costs shall be paid according to the following
schedule:
a. Payment Year 1: Twenty percent(20%)of the total Washington
Fees and Costs amount($17,550,046.20),to be paid on or before December 1,
2022.
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b. Payment Year 2: Twenty percent(20%)of the total Washington
Fees and Costs amount($17,550,046.20),to be paid on or before December 1,
2022.
c. Payment Year 3: Fifteen percent(15%) of the total Washington
Fees and Costs amount($13,162,534.65),to be paid on or before July 15, 2023.
d. Payment Year 4: Fifteen percent(15%) of the total Washington
Fees and Costs amount($13,162,534.65),to be paid on or before July 15, 2024.
e. Payment Year 5: Fifteen percent(15%)of the total Washington
Fees and Costs amount($13,162,534.65),to be paid on or before July 15, 2025.
f. Payment Year 6: Ten percent(10%) of the total Washington Fees
and Costs amount($8,775,023.10), to be paid on or before July 15, 2026.
g. Payment Year 7: Five percent(5%)of the total Washington Fees
and Costs amount($4,387,511.55), to be paid on or before July 15, 2027.
D. Remittance. So that Settling Distributors do not pay the same fees and costs under
both the Global Settlement and this Agreement, Washington and its Participating Litigating
Subdivisions and their respective counsel shall do as follows:
1. Participating Litigating Subdivisions in Washington and their counsel shall
apply to the Attorney Fee Fund and the Litigating Subdivision Cost Fund created pursuant
to Exhibit R of the Global Settlement for all fees, costs and expenses for which they may be
eligible and shall instruct the Fee Panel and the Cost and Expense Fund Administrator to
remit to Settling Distributors the full amount awarded to such Participating Litigating
Subdivision,with each Settling Distributor receiving the percentage of that amount
corresponding to the allocation set forth in Section IV.I of the Global Settlement.
2. Counsel for Participating Subdivisions shall instruct the Fee Panel created
by the MDL Court pursuant to Exhibit R of the Global Settlement to remit to Settling
Distributors the Contingency Fee Amount for their Participating Subdivisions in the State of
Washington,with each Settling Distributor receiving the percentage of that amount
corresponding to the allocation set forth in Section N.I of the Global Settlement.
3. The State of Washington shall instruct the Fee Fund Administrator selected
pursuant to Exhibit S of the Global Settlement that the Settling Distributors shall not pay the
Fixed Amount for the State of Washington, and the State of Washington will not be eligible
to receive funds from the State Outside Counsel Fee Fund under the Global Settlement.
4. The State of Washington shall submit documented costs, as provided for in
Exhibit T of the Global Settlement,to the Global Settlement State Cost Fund created
pursuant to Exhibit T of the Global Settlement for all costs and expenses for which it may
be eligible and shall instruct the State Cost Fund Administrator to remit to Settling
Distributors the full amount awarded to the State of Washington,with each Settling
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Distributor receiving the percentage of that amount corresponding to the allocation set forth
in Section IV.I of the Global Settlement.
5. No Participating Litigating Subdivision shall receive any payment due
under this Agreement, including but not limited to the portion of the Washington Abatement
Amount allocable to the Participating Subdivision, until it and/or its outside counsel,as
applicable, fulfill their obligations under Sections V.D. 1-2.
VI. Release
A. Scope. As of the Washington Effective Date, Section XI of the Global Settlement
is fully binding on, and effective with respect to,all Releasors under this Agreement. Accordingly,
as of the Washington Effective Date,the Released Entities are hereby released and forever
discharged from all Released Claims of Releasors, including the State of Washington and its
Participating Subdivisions.
VII. Miscellaneous
A. No Admission. The Settling Distributors do not admit liability, fault, or
wrongdoing. Neither this Agreement nor the Washington Consent Judgment 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 the Settling Distributors. It is
the understanding and intent of the Agreement Parties that no portion of the Agreement shall be
entered into evidence in any other action against the Settling Distributors,among other reasons,
because it is not relevant to such action. For the avoidance of any doubt,nothing herein shall
prohibit a Settling Distributor from entering this Agreement into evidence in any litigation or
arbitration concerning a Settling Distributor's right to coverage under an insurance contract.
B. Tax Cooperation and Reporting. The State of Washington and its Participating
Subdivisions will be bound by Section V.F and Section XIV.F of the Global Settlement, except
(i) as set forth in the final sentence of this Section VII.B and(ii)that the State of Washington shall
be its own Designated State and shall designate its own"appropriate official"within the meaning of
Treasury Regulations Section 1.6050X-1(f)(1)(ii)(B)(the"Appropriate Official"). The IRS Forms
1098-F to be filed with respect to this Agreement are attached as Exhibit C,Exhibit D, and Exhibit
E. The State of Washington and its Participating Subdivisions agree that any return,amended
return,or written statement filed or provided pursuant to Section XIV.F.4 of the Global Settlement
with respect to this Agreement, and any similar document, shall be prepared and filed in a manner
consistent with reporting each Settling Distributor's portion of the aggregate amount of payments
paid or incurred by the Settling Distributors hereunder as the"Total amount to be paid"pursuant to
this Agreement in Box 1 of IRS Form 1098-F, each Settling Distributor's portion of the amount
equal to the aggregate amount of payments paid or incurred by the Settling Distributors hereunder
less the Compensatory Restitution Amount as the"Amount to be paid for violation or potential
violation"in Box 2 of IRS Form 1098-F and each Settling Distributor's portion of the
Compensatory Restitution Amount as"Restitution/remediation amount"in Box 3 of IRS Form
1098-F, as reflected in Exhibit C, Exhibit D, and Exhibit E.
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C. 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 State of Washington or a Released Entity. The State of Washington may not assign or
otherwise convey any right to enforce any provision of this Agreement.
D. Cooperation. Each Agreement Party and each Participating Subdivision agrees to
use its best efforts and to cooperate with the other Agreement Parties and Participating Subdivisions
to cause this Agreement 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 Agreement Party and each
Participating Subdivision agrees that it will not directly or indirectly assist or encourage any
challenge to this Agreement or the Washington Consent Judgment by any other person, and will
support the integrity and enforcement of the terms of this Agreement and the Washington Consent
Judgment.
E. Enforcement. All disputes between Settling Distributors and the State of
Washington and/or the Participating Subdivisions in the State of Washington shall be handled as
specified in Section VI of the Global Settlement, including the referral of relevant disputes to the
National Arbitration Panel.
F. No Violations of Applicable Law. Nothing in this Agreement shall be construed to
authorize or require any action by Settling Distributors in violation of applicable federal, state, or
other laws.
G. Modification. This Agreement may be modified by a written agreement of the
Agreement Parties. For purposes of modifying this Agreement or the Washington Consent
Judgment, Settling Distributors may contact the Washington Attorney General for purposes of
coordinating this process. The dates and deadlines in this Agreement may be extended by written
agreement of the Agreement Parties,which consent shall not be unreasonably withheld.
H. No Waiver. Any failure by any Agreement Party to insist upon the strict
performance by any other party of any of the provisions of this Agreement shall not be deemed a
waiver of any of the provisions of this Agreement,and such party,notwithstanding such failure,
shall have the right thereafter to insist upon the specific performance of any and all of the
provisions of this Agreement.
I. Entire Agreement. This Agreement, including the Global Settlement(and its
exhibits),represents the full and complete terms of the settlement entered into by the Agreement
Parties, except as provided herein. In any action undertaken by the Agreement Parties,no prior
versions of this Agreement and no prior versions of any of its terms may be introduced for any
purpose whatsoever.
J. Counterparts. This Agreement may be executed in counterparts,and a facsimile or
.pdf signature shall be deemed to be, and shall have the same force and effect as, an original
signature.
K. Notice. All notices or other communications under this Agreement shall be
provided to the following via email and overnight delivery to:
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Copy to AmerisourceBergen Corporation's attorneys at:
Michael T. Reynolds
Cravath, Swaine&Moore LLP
825 8th Avenue
New York,NY 10019
mreynolds@cravath.com
Copy to Cardinal Health, Inc. 's attorneys at:
Elaine Golin
Wachtell, Lipton, Rosen&Katz
51 West 52nd Street
New York,NY 10019
epgolin@wlrk.com
Copy to McKesson Corporation's attorneys at:
Thomas J. Perrelli
Jenner&Block LLP
1099 New York Avenue,NW, Suite 900
Washington,DC 20001-4412
TPerrelli@jenner.com
Copy to the State of Washington at:
Shane Esquibel
Jeffrey Rupert
Laura Clinton
Washington Attorney General's Office
1125 Washington Street SE
PO Box 40100
Olympia,WA 98504-0100
Shane.Esquibel@atg.wa.gov
Jeffrey.Rupert@atg.wa.gov
Laura.Clinton@atg.wa.gov
[Signatures begin on next page.]
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Authorized and agreed to by:
Dated: / ROBERT W. FERGUSON
Attorney General, State 'ngton
By:
Name: JEF - RUPERT
Title: Division Chief
9
Authorized and agreed to by:
Dated: May 2, 2022 AMERISOURCEBERGEN CORPORATION
By:
Elizabeth Campbell
Executive Vice President and Chief Legal Officer
Authorized and agreed to by:
Dated: 04/29/2022 CARDINAL HEALTH, INC.
By:
r"--
Name: Jessica Mayer
Title: Chief Legal and Compliance Officer
Authorized and agreed to by:
Dated: /21 ZZ MCKESSON CORPORATION
By:
Name: Sarah-JA C- isca
Title: CPrpd'ret4t- fecire4-exiej
Exhibit A
Primary Subdivisions2
No. Subdivision Name
1. Aberdeen city
2. Adams County
3. Anacortes City
4. Arlington City
5. Asotin County
6. Auburn City*
7. Bainbridge Island City
8. Battle Ground City
9. Bellevue City*
10. Bellingham City*
11. Benton County*
12. Bonney Lake City
13. Bothell City*
14. Bremerton City*
15. Burien City*
16. Camas City
17. Centralia City
18. Chelan County*
19. Cheney City
20. Clallam County*
21. Clark County*
22. Covington City
23. Cowlitz County*
24. Des Moines City*
25. Douglas County*
26. East Wenatchee City
27. Edgewood City
28. Edmonds City*
29. Ellensburg City
30. Enumclaw City
31. Everett City*
32. Federal Way City*
33. Ferndale City
34. Fife City
35. Franklin County*
36. Gig Harbor City
37. Grandview City
38. Grant County*
2 Entities denoted with an asterisk(*)indicate a population of greater than 30,000 for purposes of the definition of
Primary Subdivision as it relates to Incentive Payment C.
A-1
39. Grays Harbor County*
40. Island County*
41. Issaquah City*
42. Jefferson County*
43. Kelso City
44. Kenmore City
45. Kennewick City*
46. Kent City*
47. King County*
48. Kirkland City*
49. Kitsap County*
50. Kittitas County*
51. Klickitat County
52. Lacey City*
53. Lake Forest Park City
54. Lake Stevens City*
55. Lakewood City*
56. Lewis County*
57. Liberty Lake City
58. Lincoln County
59. Longview City*
60. Lynden City
61. Lynnwood City*
62. Maple Valley City
63. Marysville City*
64. Mason County*
65. Mercer Island City
66. Mill Creek City
67. Monroe City
68. Moses Lake City
69. Mount Vernon City*
70. Mountlake Terrace City
71. Mukilteo City
72. Newcastle City
73. Oak Harbor City
74. Okanogan County*
75. Olympia City*
76. Pacific County
77. Pasco City*
78. Pend Oreille County
79. Pierce County*
80. Port Angeles City
81. Port Orchard City
82. Poulsbo City
83. Pullman City*
84. Puyallup City*
A-2
85. Redmond City*
86. Renton City*
87. Richland City*
88. Sammamish City*
89. San Juan County
90. Seatac City
91. Seattle City*
92. Sedro-Woolley City
93. Shelton City
94. Shoreline City*
95. Skagit County*
96. Skamania County
97. Snohomish City
98. Snohomish County*
99. Snoqualmie City
100. Spokane City*
101. Spokane County*
102. Spokane Valley City*
103. Stevens County*
104. Sumner City
105. Sunnyside City
106. Tacoma City*
107. Thurston County*
108. Tukwila City
109. Tumwater City
110. University Place City*
111. Vancouver City*
112. Walla Walla City*
113. Walla Walla County*
114. Washougal City
115. Wenatchee City*
116. West Richland City
117. Whatcom County*
118. Whitman County*
119. Woodinville City
120. Yakima City*
121. Yakima County*
A-3
Exhibit B
Litigating Subdivisions
No. Subdivision Name
1. Anacortes City
2. Bainbridge Island City
3. Burlington City
4. Chelan County
5. Clallam County
6. Clark County
7. Everett City
8. Franklin County
9. Island County
10. Jefferson County
11. Kent City
12. King County
13. Kirkland City
14. Kitsap County
15. Kittitas County
16. La Conner School District
17. Lakewood City
18. Lewis County
19. Lincoln County
20. Mount Vernon City
21. Mount Vernon School District
22. Olympia City
23. Pierce County
24. San Juan County
25. Seattle City
26. Sedro-Woolley City
27. Sedro-Woolley School District
28. Skagit County
29. Snohomish County
30. Spokane City
31. Spokane County
32. Tacoma City
33. Thurston County
34. Vancouver City
35. Walla Walla County
36. Whatcom County
37. Whitman County
B-1
Exhibit C
ABC IRS Form 1098-F
This Exhibit C will be appended to the Agreement prior to the Effective Date pursuant to Section
VII.B.
C-1
Exhibit D
Cardinal Health IRS Form 1098-F
This Exhibit D will be appended to the Agreement prior to the Effective Date pursuant to Section
VII.B.
D-1
Exhibit E
McKesson IRS Form 1098-F
This Exhibit E will be appended to the Agreement prior to the Effective Date pursuant to Section
VII.B.
E-1
Exhibit F
Subdivision Settlement Participation Form
Governmental Entity: [,,} 0c SPdc„, JAI, State: l,,f o,sl�� ta.,
Authorized Official: � � Hol,rwG„, Ca-3 M Ke`jtr.
Address 1: 10Zi0 F"- S '�� km.
Address 2:
City, State, Zip: Po t %h.%) um 11706
Phone: SO-770 -5000
Email: 014c c tL4. cis #4++ors j, Lcivj Detsic Hl cArsktu J�pa...,Fllc3,o ri
The governmental entity identified above("Governmental Entity"), in order to obtain and in
consideration for the benefits provided to the Governmental Entity pursuant to the Settlement
Agreement dated May 2, 2022 ("Distributors Washington Settlement"), and acting through the
undersigned authorized official,hereby elects to participate in the Distributors Washington
Settlement,release all Released Claims against all Released Entities, and agrees as follows.
1. The Governmental Entity is aware of and has reviewed the Distributors Washington
Settlement, including the Distributor Global Settlement Agreement dated July 21, 2021
("Global Settlement")attached to the Distributors Washington Settlement as Exhibit H,
understands that all terms in this Participation Form have the meanings defined therein,
and agrees that by signing this Participation Form, the Governmental Entity elects to
participate in the Distributors Washington Settlement and become a Participating
Subdivision as provided therein.
2. The Governmental Entity shall,within 14 days of October 1, 2022 and prior to the filing
of the Consent Judgment, secure the dismissal with prejudice of any Released Claims that
it has filed.
4. The Governmental Entity agrees to the terms of the Distributors Washington Settlement
pertaining to Subdivisions as defined therein.
5. By agreeing to the terms of the Distributors Washington Settlement and becoming a
Releasor, the Governmental Entity is entitled to the benefits provided therein, including,
if applicable,monetary payments beginning after December 1, 2022.
6. The Governmental Entity agrees to use any monies it receives through the Distributors
Washington Settlement solely for the purposes provided therein.
7. The Governmental Entity submits to the jurisdiction of the Washington Consent
Judgment Court for purposes limited to that court's role as provided in, and for resolving
disputes to the extent provided in,the Distributors Washington Settlement. The
Governmental Entity likewise agrees to arbitrate before the National Arbitration Panel as
provided in, and for resolving disputes to the extent otherwise provided in the
Distributors Washington Settlement.
F-1
8. The Governmental Entity has the right to enforce the Distributors Washington Settlement
as provided therein.
9. The Governmental Entity, as a Participating Subdivision,hereby becomes a Releasor for
all purposes in the Distributors Washington Settlement, including, but not limited to, all
provisions of Section XI of the Global Settlement, and along with all departments,
agencies, divisions, boards,commissions,districts, instrumentalities of any kind and
attorneys, and any person in their official capacity elected or appointed to serve any of
the foregoing and any agency,person, or other entity claiming by or through any of the
foregoing, and any other entity identified in the definition of Releasor,provides for a
release to the fullest extent of its authority. As a Releasor, the Governmental Entity
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 the Distributors Washington Settlement are
intended by the Agreement 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 the Governmental Entity to
release claims. The Distributors Washington Settlement shall be a complete bar to any
Released Claim.
10. The Governmental Entity hereby takes on all rights and obligations of a Participating
Subdivision as set forth in the Distributors Washington Settlement.
11. In connection with the releases provided for in the Distributors Washington Settlement,
each Governmental Entity 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
Governmental Entity hereby expressly waives and fully, finally, and forever settles,
releases and discharges, upon the date the Distributors Washington Settlement becomes
effective pursuant to Section II.B of the Distributors Washington Settlement, 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 Governmental
Entities' decision to participate in the Distributors Washington Settlement.
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12. Nothing herein is intended to modify in any way the terms of the Distributors
Washington Settlement,to which Governmental Entity hereby agrees. To the extent this
Participation Form is worded differently from Exhibit F to the Distributors Washington
Settlement or interpreted differently from the Distributors Washington Settlement in any
respect, the Distributors Washington Settlement controls.
I have all necessary power and authorization to execute this Participation Form on behalf of the
Governmental Entity.
Signature: /)/,
Name: Jjo Nn/ /10
Title: c' T Y r-►q-�4���
Date: ,.Tv y z z, ao z z
F-3
Exhibit G
Consent Judgment and Stipulation of Dismissal with Prejudice
The Honorable Michael Ramsey Scott
Trial Date: November 15, 2021
STATE OF WASHINGTON
KING COUNTY SUPERIOR COURT
STATE OF WASHINGTON, NO. 19-2-06975-9 SEA
Plaintiff, FINAL CONSENT JUDGMENT AND
DISMISSAL WITH PREJUDICE
v.
MCKESSON CORPORATION,
CARDINAL HEALTH INC., and
AMERISOURCEBERGEN DRUG
CORPORATION,
Defendants.
FINAL CONSENT JUDGMENT AND DISMISSAL WITH PREJUDICE
The State of Washington("State") and McKesson Corporation, Cardinal Health, Inc.,
AmerisourceBergen Drug Corporation and AmerisourceBergen Corporation,together with the
subsidiaries thereof(collectively, the"Settling Distributors,"and each a"Settling Distributor")
(together with the State,the"Parties,"and each a"Party")have entered into a consensual
resolution of the above-captioned litigation(the"Action")pursuant to a settlement agreement
entitled Distributors Washington Settlement Agreement, dated as of May 2, 2022 (the
"Washington Agreement"), a copy of which is attached hereto as Exhibit A. The Washington
Agreement shall become effective by its terms upon the entry of this Final Consent Judgment
(the"Judgment")by the Court without adjudication of any contested issue of fact or law, and
without finding or admission of wrongdoing or liability of any kind. By entering into the
Washington Agreement, the State of Washington agrees to be bound by all terms and conditions
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of the Distributor Settlement Agreement, dated as of July 21,2021 (as subsequently updated)
(the"Global Agreement"), a copy of which is attached hereto as Exhibit B (together with the
Washington Agreement, the"Agreements")unless stated otherwise in the Washington
Agreement. Unless stated otherwise in the Washington Agreement, the terms of the Washington
Agreement are intended to be consistent with the terms of the Global Settlement and shall be
construed accordingly.
I. RECITALS:
1. Each Party warrants and represents that it engaged in arm's-length negotiations in good
faith. In hereby executing the Agreements, the Parties intend to effect a good-faith settlement.
2. The State has determined that the Agreements are in the public interest.
3. The Settling Distributors deny the allegations against them and that they have any
liability whatsoever to the State, its Subdivisions, and/or (a) any of the State's or Subdivisions'
departments,agencies,divisions,boards,commissions,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, and other
Special Districts, 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 on behalf of
or generally applicable to the general public.
4. The Parties recognize that the outcome of the Action is uncertain and a final resolution
through the adversarial process likely will require protracted litigation.
5. The Parties agree to the entry of the injunctive relief terms pursuant to Exhibit P of the
Global Agreement.
6. Therefore,without any admission of liability or wrongdoing by the Settling Distributors
or any other Released Entities (as defined in the Global Agreement), the Parties now mutually
consent to the entry of this Judgment and agree to dismissal of the claims with prejudice pursuant
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to the terms of the Agreements to avoid the delay, expense, inconvenience, and uncertainty of
protracted litigation.
NOW THEREFORE,IT IS HEREBY ORDERED,ADJUDGED AND DECREED THAT:
In consideration of the mutual promises,terms, and conditions set forth in the
Agreements,the adequacy of which is hereby acknowledged by all Parties, it is agreed by and
between the Settling Distributors and the State, and adjudicated by the Court, as follows:
1. The foregoing Recitals are incorporated herein and constitute an express term of this
Judgment.
2. The Parties have entered into a full and final settlement of all Released Claims of
Releasors against the Settling Distributors(including but not limited to the State)and the Released
Entities pursuant to the terms and conditions set forth in the Agreements.
3. The "Definitions" set forth in Section I of the Global Agreement are incorporated by
reference into this Judgment. The State is a "Settling State" within the meaning of the Global
Agreement. Unless otherwise defined herein, capitalized terms in this Judgment shall have the
same meaning given to them in the Global Agreement,or,if not defined in the Global Agreement,
the same meaning given to them in the Washington Agreement.
4. The Parties agree that the Court has jurisdiction over the subject matter of the Action
and over the Parties with respect to the Action and this Judgment. This Judgment shall not be
construed or used as a waiver of any jurisdictional defense the Settling Distributors or any other
Released Entity may raise in any other proceeding.
5. The Court finds that the Agreements were entered into in good faith.
6. The Court finds that entry of this Judgment is in the public interest and reflects a
negotiated settlement agreed to by the Parties. The Action is dismissed with prejudice, subject to
a retention of jurisdiction by the Court as provided herein and in the Agreements.
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7. By this Judgment, the Agreements are hereby approved by the Court, and the Court
hereby adopts their terms as its own determination of this matter and the Parties' respective rights
and obligations.
8. The Court shall have authority to resolve disputes identified in Section VI.F.1 of the
Global Agreement, governed by the rules and procedures of the Court.
9. The Parties have satisfied the Conditions to Effectiveness of Agreement set forth in
Section II.B of the Washington Agreement as follows:
a. The Enforcement Committee and the Settling Distributors executed the
Enforcement Committee Agreement by June 1,2022.
b. All Litigating Subdivisions in the State of Washington and ninety percent(90%)
of Non-Litigating Primary Subdivisions (calculated by population pursuant to the
Global Settlement) in the State of Washington became Participating Subdivisions
by September 23, 2022.
10. The Parties have satisfied the Condition to Effectiveness of Agreement set forth in
Section VIII of the Global Agreement and the Release set forth in Sections XI.A, F, and G of the
Global Agreement, as follows:
a. The Attorney General of the State exercised the fullest extent of his or her powers
to release the Settling Distributors and all other Released Entities from all
Released Claims pursuant to the release attached hereto as Exhibit C(the"AG
Release").
b. The Settling Distributors have determined that there is sufficient State
participation and sufficient resolution of the Claims of the Litigating Subdivisions
in the Settling States to proceed with the Agreements.
c. The Participation Form for each Initial Participating Subdivision in the State has
been delivered to the Settling Distributors. As stated in the Participation Form,
and for the avoidance of doubt,nothing in the Participation Form executed by the
Participating Subdivisions is intended to modify in any way the terms of the
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Agreements to which the Participating Subdivisions agree. As stated in the
Participation Form, to the extent the executed version of the Participation Form
differs from the Global Agreement in any respect,the Global Agreement controls.
d. Pursuant to Section VIII.B of the Global Agreement, each Participating
Subdivision in the State is dismissing with prejudice any Released Claims that it
has filed against the Settling Distributors and the Released Entities.
11. Release. The Parties acknowledge that the AG Release, which is incorporated by
reference herein, is an integral part of this Judgment. Pursuant to the Agreements and the AG
Release and without limitation and to the maximum extent of the power of the State's Attorney
General, the Settling Distributors and the other Released Entities are, as of the Effective Date,
hereby released from any and all Released Claims of(a)the State and its Participating Subdivisions
and any of their departments, agencies, divisions, boards, commissions, Subdivisions, districts,
instrumentalities of any kind and attorneys,including the State's 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, and other Special Districts in the State, 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 on behalf of or generally applicable to the general public with respect to
the State or any Subdivision in the State,whether or not any of them participate in the Agreements.
Pursuant to the Agreements and the AG Release and to the maximum extent of the State's power,
the Settling Distributors and the other Released Entities are, as of the Effective Date, hereby
released from any and all Released Claims of(1) the State, (2) all past and present executive
departments, state agencies, divisions, boards, commissions and instrumentalities with the
regulatory authority to enforce state and federal controlled substances acts, and (3) any of the
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
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money (including abatement and/or remediation) or revocation of a pharmaceutical distribution
license. For the purposes of clause(3)above,executive departments, agencies, divisions,boards,
commissions,and instrumentalities are those that are under the executive authority or direct control
of the State's Governor. Further, the provisions set forth in Section XI of the Global Agreement
are incorporated by reference into this Judgment as if fully set forth herein. The Parties
acknowledge,and the Court finds,that those provisions are an integral part of the Agreements and
this Judgment,and shall govern the rights and obligations of all participants in the settlement. Any
modification of those rights and obligations may be made based only on a writing signed by all
affected parties and approved by the Court.
12. Release of Unknown Claims. The State 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 that,
if known by him or her, would have materially affected his or her
settlement with the debtor or released party.
13. The State 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 the State expressly
waived and fully, finally, and forever settled, released and discharged, through the Agreements
and AG Release, any and all Released Claims that may exist as of the Effective Date but which
the State does not know or suspect to exist,whether through ignorance,oversight,error,negligence
or through no fault whatsoever, and which, if known, would have materially affected the State's
decision to enter into the Agreements.
14. Costs and Fees. The Parties will bear their own costs and attorneys' fees except as
otherwise provided in the Agreements.
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15.No Admission of Liability. The Settling Distributors are consenting to this Judgment
solely for the purpose of effectuating the Agreements, and nothing contained herein may be taken
as or construed to be an admission or concession of any violation of law, rule, or regulation, or of
any other matter of fact or law, or of any liability or wrongdoing, all of which the Settling
Distributors expressly deny. None of the Settling Distributors or any other Released Entity admits
that it caused or contributed to any public nuisance, and none of the Settling Distributors or any
other Released Entity admits any wrongdoing that was or could have been alleged by the State,its
Participating Subdivisions,or any other person or entity. No part of this Judgment shall constitute
evidence of any liability, fault, or wrongdoing by the Settling Distributors or any other Released
Entity. The Parties acknowledge that payments made under the Agreements are not a fine,penalty,
or payment in lieu thereof and are properly characterized as described in Section V.F of the Global
Agreement.
16.No Waiver. This Judgment is entered based on the Agreements without adjudication
of any contested issue of fact or law or finding of liability of any kind. This Judgment shall not be
construed or used as a waiver of any Settling Distributor's right, or any other Released Entity's
right,to defend itself from,or make any arguments in,any other regulatory,governmental,private
individual, or class claims or suits relating to the subject matter or terms of this Judgment.
Notwithstanding the foregoing, the State may enforce the terms of this Judgment as expressly
provided in the Agreements.
17. No Private Right of Action. This Judgment is not intended for use by any third party
for any purpose, including submission to any court for any purpose, except pursuant to Section
VI.A of the Global Agreement. Except as expressly provided in the Agreements,no portion of the
Agreements or this Judgment shall provide any rights to,or be enforceable by,any person or entity
that is not a Settling State or Released Entity. The State shall allow Participating Subdivisions in
the State to notify it of any perceived violations of the Agreements or this Judgment. No Settling
State,including the State of Washington,may assign or otherwise convey any right to enforce any
provision of the Agreements.
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18. Admissibility. It is the intent of the Parties that this Judgment not be admissible in
other cases against the Settling Distributors or binding on the Settling Distributors in any respect
other than in connection with the enforcement of this Judgment or the Agreements. For the
avoidance of doubt,nothing herein shall prohibit a Settling Distributor from entering this Judgment
or the Agreements into evidence in any litigation or arbitration concerning (1) a Settling
Distributor's right to coverage under an insurance contract or(2) the enforcement of the releases
provided for by the Agreements and this Judgment.
19. Preservation of Privilege. Nothing contained in the Agreements or this Judgment, and
no act required to be performed pursuant to the Agreements or this 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 agrees that it shall
not make or cause to be made in any forum any assertion to the contrary.
20. Mutual Interpretation. The Parties agree and stipulate that the Agreements were
negotiated on an arm's-length basis between parties of equal bargaining power and was drafted
jointly by counsel for each Party. Accordingly, the Agreements are incorporated herein by
reference and shall be mutually interpreted and not construed in favor of or against any Party,
except as expressly provided for in the Agreements.
21. Retention of Jurisdiction. The Court shall retain jurisdiction of the Parties for the
limited purpose of the resolution of disputes identified in Section VI.F.1 of the Global Agreement.
The Court shall have jurisdiction over Participating Subdivisions in the State for the limited
purposes identified in the Agreements.
22. Successors and Assigns. This Judgment is binding on each of the Settling Distributor's
successors and assigns.
23. Modification. This Judgment shall not be modified (by the Court, by any other court,
or by any other means)without the consent of the State and the Settling Distributors,or as provided
for in Section XIV.0 of the Global Agreement.
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So ORDERED this day of 2022.
THE HONORABLE JUDGE MICHAEL. R. SCOTT
APPROVED,AGREED TO AND PRESENTED BY:
ROBERT W. FERGUSON STOEL RIVES LLP
Attorney General
s/ s/
MARTHA RODRIGUEZ LOPEZ, VANESSA SORIANO POWER,
WSBA No. 35466 WSBA No. 30777
ANDREW R.W. HUGHES,WSBA No. 49515 JENNA M. POLIGO, WSBA No. 54466
NATHAN K. BAYS,WSBA No. 43025 RACHEL C. LEE,WSBA No. 48245
BRIAN H. ROWE,WSBA No. 56817
SPENCER W. COATES,WSBA No. 49683 S. JULIA LITTELL,WSBA No. 54106
KELSEY E. ENDRES,WSBA No. 39409 PER RAMFJORD,pro hac vice
LAURA K. CLINTON,WSBA No. 29846 CHRIS C. RIFER,pro hac vice
JONATHAN J. GUSS,WSBA No. 57663
SUSAN E. LLORENS,WSBA No. 38049
LIA E. PERNELL,WSBA No. 50208 WILLIAMS &CONNOLLY LLP
MOTLEY RICE LLC s/
LORYN HELFMANN,pro hac vice
A. JOSHUA PODOLL,pro hac vice
s/ SUZANNE SALGADO,pro hac vice
LINDA SINGER,pro hac vice NEELUM J.WADHWANI,pro hac vice
ELIZABETH SMITH,pro hac vice PAUL E. BOEHM,pro hac vice
DAVID I.ACKERMAN,pro hac vice ELEANOR J.G. WASSERMAN,pro hac vice
JAMES LEDLIE,pro hac vice DAVID J.PARK,pro hac vice
DON MIGLIORI,pro hac vice JOSHUA D. TULLY,pro hac vice
REBECCA FONSECA,pro hac vice STEVEN PYSER,pro hac vice
MICHAEL J. QUIRK,pro hac vice ENU A. MAINIGI,pro hac vice
ANNIE KOUBA, pro hac vice JENNIFER G. WICHT,pro hac vice
MICHAEL J. PENDELL,pro hac vice JOSEPH S. BUSHUR,pro hac vice
CHRISTOPHER MORIARTY,pro hac vice COLLEEN MCNAMARA,pro hac vice
LISA M. SALTZBURG,pro hac vice MATTHEW P. MOONEY,pro hac vice
NATALIA DEYNEKA, pro hac vice ASHLEY W. HARDIN,pro hac vice
MICHAEL E. ELSNER,pro hac vice J.ANDREW KEYES,pro hac vice
ANDREW P.ARNOLD,pro hac vice EMILY R. PISTILLI,pro hac vice
MIMI LIU,pro hac vice BRAD MASTERS,pro hac vice
G-9
ANN RITTER,pro hac vice WILLIAM F. HAWKINS,pro hac vice
SARA AGUINGUA,pro hac vice
DAVID BURNETT,pro hac vice Attorneys for Defendant Cardinal Health Inc.
VINCENT GREENE,pro hac vice
Attorneys for Plaintiff State of Washington GORDON TILDEN THOMAS & CORDELL
LLP
s/
FRANKLIN D. CORDELL,
WSBA No. 26392
JEFFREY M. THOMAS,
WSBA No. 21175
KASEY HUEBNER,
WSBA No. 32890
COVINGTON&BURLING
CHISTOPHER EPPICH,pro hac vice
ANDREW STANNER,pro hac vice
KEVIN KELLY,pro hac vice
AMBER CHARLES,pro hac vice
MEGHAN MONAGHAN,pro hac vice
ISAAC CHAPUT,pro hac vice
DANIEL EAGLES,pro hac vice
MEGAN MCLAUGHLIN,pro hac vice
DEVON L. MOBLEY RITTER,pro hac vice
MEGAN RODGERS,pro hac vice
SONYA D.WINNER,pro hac vice
CLAYTON L. BAILEY,pro hac vice
JAMES A. GOOLD,pro hac vice
EMILY KVESELIS,pro hac vice
PAUL W. SCHMIDT,pro hac vice
ALEXANDER SETZEPFANDT,pro hac vice
CHRISTIAN J. PISTILLI,pro hac vice
LAUREN DORRIS,pro hac vice
NICHOLAS GRIEPSMA,pro hac vice
ALISON DICIURCIO,pro hac vice
SARA J. DENNIS,pro hac vice
PHYLLIS A. JONES,pro hac vice
DALE A. RICE,pro hac vice
Attorneys for Defendant McKesson Corp.
LANE POWELL PC
s/
JOHN S. DEVLIN III,WSBA No. 23988
PILAR FRENCH,WSBA No. 33300
REED SMITH LLP
G-10
ROBERT A. NICHOLAS,pro hac vice
KIM M. WATTERSON,pro hac vice
STEVEN BORANIAN,pro hac vice
ELIZABETH BRANDON,pro hac vice
Attorneys for Defendant AmerisourceBergen
Drug Corporation and AmerisourceBergen
Corporation
G-11
DECLARATION OF SERVICE
I declare that I caused a copy of the foregoing document to be electronically served using
the Court's Electronic Filing System, which will serve a copy of this document upon all counsel
of record.
CARDINAL
Vanessa S. Power, Atty vanessa.power@stoel.com
Jenna Poligo,Atty jenna.poligo@stoel.com
Per A. Ramfjord, Atty per.ramfjord@stoel.com
Rachel C. Lee,Atty rachel.lee@stoel.com
Christopher C.Rifer,Atty christopher.rifer@stoel.com
Loryn Helfmann,Atty lhelfmann@wc.com
A. Joshua Podoll,Atty apodoll@wc.com
Suzanne Salgado,Atty ssalgado@wc.com
Neelum J. Wadhwani,Atty nwadhwani@wc.com
Paul E. Boehm,Atty pboehm@wc.com
Eleanor J. G. Wasserman,Atty ewasserman@wc.com
David J. Park,Atty dpark@wc.com
Joshua D. Tully, Atty jtully@wc.com
Steven Pyser,Atty spyser@wc.com
Enu A. Mainigi,Atty emainigi@wc.com
Jennifer G. Wicht,Atty jwicht@wc.com
Joseph S. Bushur,Atty jbushur@wc.com
Colleen McNamara,Atty cmcnamara@wc.com
Ashley W. Hardin,Atty ahardin@wc.com
J. Andrew Keyes,Atty akeyes@wc.com
Emily R. Pistilli,Atty epistilli@wc.com
William F. Hawkins,Atty whawkins@wc.com
Stoel Docketing docketclerk@stoel.com
Leslie Lomax, Legal Assistant leslie.lomax@stoel.com
WA Action cardinalwashingtonaction@wc.com
MCKESSON
Franklin D. Cordell fcordell@gordontilden.com
Jeffrey M. Thomas jthomas@gordontilden.com
Kasey Huebner khuebner@gordontilden.com
Christopher Eppich,Atty ceppich@cov.com
Andrew Stanner,Atty astanner@cov.com
Kevin Kelly,Atty kkelly@cov.com
Amber Charles,Atty acharles@cov.com
Meghan Monaghan, Atty mmonaghan@cov.com
Isaac Chaput, Atty ichaput@cov.com
Daniel Eagles,Atty deagles@cov.com
Megan McLaughlin,Atty mmclaughlin@cov.com
Devon L. Mobley-Ritter, Atty dmobleyritter@cov.com
Megan Rodgers, Atty mrodgers@cov.com
Sonya D. Winner, Atty swinner@cov.com
Clayton L. Bailey,Atty cbailey@cov.com
G-12
James A. Goold,Atty jgoold@cov.com
Emily Kveselis,Atty ekveselis@cov.com
Paul W. Schmidt,Atty pschmidt@cov.com
Alexander Setzepfandt,Atty asetzepfandt@cov.com
Christian J. Pistilli,Atty cpistilli@cov.com
Lauren Dorris, Atty ldorris@cov.com
Nicholas Griepsma, Atty ngriepsma@cov.com
Alison DiCiurcio,Atty adiciurcio@cov.com
Sara J. Dennis,Atty sdennis@cov.com
Phyllis A. Jones, Atty pajones@cov.com
Dale A. Rice,Atty drice@cov.com
Nicole Antoine,Atty nantoine@cov.com
Timothy Hester,Atty thester@cov.com
Gregory L. Halperin,Atty ghalperin@cov.com
Stephen Petkis,Atty spetkis@cov.com
Alice Phillips Atty aphillips@cov.com
Ellen Evans, Legal Assistant eevans@gordontilden.com
Jacqueline Lucien Legal Assistant jlucien@gordontilden.com
Courtney Caryl Garth, Paralegal ccaryl@gordontilden.com
Electronic Mailing Inbox mckessonwa@cov.com
AMERISOURCEBERGEN
Pilar French,Atty frenchp@lanepowell.com
John S. Devlin III,Atty devlinj@lanepowell.com
Katie Bass,Atty bassk@lanepowell.com
Elizabeth Brandon,Atty ebrandon@reedsmith.com
Sarah Johansen,Atty sjohansen@reedsmith.com
Rachel B. Weil,Atty rweil@reedsmith.com
Steven Boranian,Atty sboranian@reedsmith.com
Adam D. Brownrout,Atty abrownrout@reedsmith.com
Nicole S. Soussan,Atty nsoussan@reedsmith.com
Brian T. Himmel,Atty bhimmel@reedsmith.com
Shannon E. McClure,Atty smcclure@reedsmith.com
Michael J. Salimbene,Atty msalimbene@reedsmith.com
Robert A. Nicholas,Atty rnicholas@reedsmith.com
Thomas H. Suddath,Jr.,Atty tsuddath@reedsmith.com
Thomas J. McGarrigle, Atty tmcgarrigle@reedsmith.com
Courtland C. Chillingworth,Atty cchillingworth@reedsmith.com
Christina M. Vitale,Atty cvitale@reedsmith.com
Brian T. Kiolbasa, Atty kiolbasab@lanepowell.com
Abigail M. Pierce,Atty abigail.pierce@reedsmith.com
Joseph Mahady,Atty jmahady@reedsmith.com
Jeffrey R. Melton,Atty jmelton@reedsmith.com
Anne E. Rollins, Atty arollins@reedsmith.com
Eric J. Buhr, Atty ebuhr@reedsmith.com
Brent R. Gary,Atty bgary@reedsmith.com
Kim M. Watterson,Atty KWatterson@reedsmith.com
Jeffrey M. Weimer,Atty JWeimer@reedsmith.com
E-Mailbox Docketing-SEA@lanepowell.com
E-Mailbox Docketing-PDX@lanepowell.com
E-Mailbox ABDCWA@LanePowell.com
G-13
DATED day of 2022, at Seattle,Washington.
s/
ANDREW R.W. HUGHES, WSBA No. 49515
G-14
Exhibit H
Distributor Global Settlement Agreement
[See attachment.]
H-1