1 STATE OF VERMONT SUPERIOR COURT CIVIL DIVISION

STATE OF VERMONT

SUPERIOR COURT CIVIL DIVISION

Washington Unit Docket No.

State of Vermont, )

)

Plaintiff, )

)

v. )

)

Johnson & Johnson, )

)

Defendant. )

)

[Proposed] CONSENT ORDER AND FINAL JUDGMENT ORDER

Plaintiff State of Vermont (“Plaintiff”) has filed a Complaint for a permanent injunction

and other relief in this matter pursuant to the Vermont Consumer Protection Act, 9 V.S.A.

§§ 2451 et. seq. (“VCPA”) alleging that Defendant Johnson & Johnson (“Defendant”) committed

violations of the VCPA. Plaintiff, by its counsel, and Defendant, by its counsel, have agreed to

the entry of this Consent Order and Final Judgment Order (“Judgment”) by the Court without trial

or adjudication of any issue of fact or law, and without finding or admission of wrongdoing or

liability of any kind.

IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:

I. PARTIES

1.1 The State of Vermont is the Plaintiff in this case. The Vermont Attorney General,

pursuant to 3 V.S.A. § 152, and 9 V.S.A § 2458, is charged with, among other things, the

responsibility of enforcing 9 V.S.A. §§ 2453.

FILED: 6/11/2024 12:01 PM

Vermont Superior Court

Washington Unit

24-CV-02305

1.2 Johnson & Johnson engaged in trade or commerce in the State of Vermont.

Defendant is a New Jersey company with executive offices located at One Johnson & Johnson

Plaza, New Brunswick, New Jersey 08933.

II. FINDINGS

2.1 This Court has jurisdiction over the subject matter of this lawsuit and over all

Parties and venue is proper before this Court.

2.2 The terms of this Judgment shall be governed by the laws of the State of Vermont.

2.3 Entry of this Judgment is in the public interest and reflects a negotiated agreement

among the Parties.

2.4 The Parties have agreed to resolve Plaintiff’s allegations and claims against

Defendant resulting from the Covered Conduct by entering into this Judgment.

2.5 Defendant is willing to enter into this Judgment regarding the Covered Conduct in

order to resolve Plaintiff’s allegations and claims against Defendant under the VCPA as to the

matters addressed in this Judgment and thereby avoid significant expense, inconvenience, and

uncertainty associated with their adjudication.

2.6 Defendant is entering into this Judgment solely for the purpose of settlement, 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 Defendant expressly denies.

2.7 This Judgment shall not be construed or used as a waiver or limitation of any

defense otherwise available to Releasees in any other action, or of Releasees’ right to defend

from, or make any arguments in, any private individual action, class claims or suits, or any other

governmental or regulatory action or public forum relating to the subject matter or terms of this

Judgment. This Judgment is made without trial or adjudication of any issue of fact or law or

finding of liability of any kind. Notwithstanding the foregoing, Plaintiff may file an action to

enforce the terms of this Judgment.

2.8 It is the intent of the Parties that this Judgment not be admissible in other cases nor

be binding on Releasees or Releasors in any respect other than in connection with the enforcement

of this Judgment by the Parties.

2.9 No part of this Judgment shall create a private cause of action or confer any right

on any third party for enforcement of this Judgment/Order or violation of any federal or state

statute. This Judgment and its contents are not intended for use by any third party for any purpose,

including submission to any court for any purpose except for enforcement by the Parties.

2.10 This Judgment (or any portion thereof) shall in no way be construed to (i) prohibit

Defendant from making any representation, or taking any action, required under federal law or

regulations, or (ii) require Defendant to take any action prohibited by federal law or regulation.

III. DEFINITIONS

The following definitions shall be used in construing this Judgment:

3.1 “Claims” shall mean any and all civil (i.e., non-criminal) claims, demands, actions,

suits, causes of action, damages, fines, penalties, parens patriae claims, and liabilities and monetary

impositions of any nature, as well as costs, expenses, and attorneys’ fees, whether known or

unknown, suspected or unsuspected, accrued or unaccrued, whether legal, equitable, statutory,

regulatory, or administrative that (i) directly or indirectly are based on or arise out of the Covered

Conduct and (ii) relate to the properties, purity, or safety of talcum powder.

3.2 “Covered Conduct” shall mean any Promotional and marketing practices, sales,

and/or dissemination of information to consumers and/or Health Care Providers (HCPs) made,

performed, conducted, directed or engaged in by any of the Releasees regarding Covered Products

up to the Effective Date.

3.3 “Covered Products” shall mean baby and body powder products and cosmetic

powder products manufactured, marketed, Promoted, distributed, and/or sold by Defendant or any

J&J-Related Entity in the United States that contain talcum powder, including, but not limited to,

Johnson’s Baby Powder and Johnson & Johnson’s Shower to Shower.

3.4 “Effective Date” shall mean the date on which a copy of the Judgment is approved

and entered by this Court after its execution and submission by the Parties.

3.5 “Health Care Provider” or “HCP” shall mean any physician or other health care

practitioner, who is licensed to provide health care services.

3.6 “J&J-Related Entities” means any and all of Defendant’s past or current affiliates,

subsidiaries, divisions, parent companies, predecessors, or successors, including, but not limited

to, Johnson & Johnson Consumer Inc., Johnson & Johnson Consumer Companies Inc., Janssen

Pharmaceuticals, Inc., Janssen Research & Development LLC, Johnson & Johnson Holdco (NA)

Inc., LTL Management LLC, LLT Management, LLC, and Kenvue Inc.

3.7 “Multistate Executive Committee” shall mean the Attorneys General and their

staffs representing Arizona, Florida, Illinois, Maryland, New York, North Carolina, Ohio, Oregon,

Texas, and Washington.

3.8 “Multistate Working Group” shall mean the Attorneys General and their staffs

representing Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware,

District of Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky,

Maine, Maryland, Massachusetts, Michigan, Minnesota, Montana, Nebraska, Nevada, New

Hampshire, New Jersey, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon,

Rhode Island, South Dakota, Texas, Utah, Vermont, Virginia, Washington, West Virginia, and

Wisconsin.

3.9 “Other Official” shall mean any other [State] entity, official, or public or

governmental entity within [State] with authority to bring Claims on behalf of [State] or on behalf

of or in the name of the people of [State]. “Other Official” does not include a person or entity if

the Signatory Attorney General lacks power or authority under [State] law to release or dismiss

Claims of that person or entity as to the Claim at issue.

3.10 “Other Released Person(s)” means the entities identified on Exhibit 1 to this

Judgment.

3.11 “Parties” shall mean the Defendant and Plaintiff.

3.12 “Promotional,” “Promoting,” “Promoted,” or “Promote” shall mean representations

made to consumers, HCPs, patients, and/or other customers, and other practices intended to

increase sales or that attempt to influence consumers, patients and/or other customers, and/or the

recommendation practices of HCPs in the United States, including direct-to-consumer marketing.

3.13 “Releasees” shall mean Defendant, J&J-Related Entities, and any Other Released

Persons.

3.14 “Releasors” shall mean (1) the Signatory Attorney General; and (2) [State], to full

extent of the Signatory Attorney General’s authority under [State] law to release or dismiss Claims,

if any.

3.15 “Signatory Attorney General” shall mean the Attorney General of the State of

Vermont, including his/her authorized designees or successors, who has executed this Judgment

on behalf of Plaintiff.

Defendant represents and warrants to Plaintiff that each of these entities is a third-party retailer

that sold old Johnson & Johnson Consumer Inc.’s talc-containing products or a third party to

which the Defendant has indemnification obligations. Other Released Persons are released only

to the extent of each Other Released Persons’ indemnification or contribution claim against

Defendant and J&J Related Entities.

3.16 “State Consumer Protection Laws” shall mean the consumer protection laws cited

in Footnote 2 under which the Multistate Working Group conducted an investigation regarding the

Covered Conduct and from which the Multistate Amount and the matters addressed in this

Judgment/Order arise.

3.17 “Subsidiary” or “Subsidiaries” shall mean only Defendant’s current subsidiaries as

of the Effective Date.

IV. COMPLIANCE PROVISIONS

4.1 Defendant, for itself and each of its Subsidiaries, together with each of their

respective officers, agents, servants, employees, and any other person or entity in active concert or

ALABAMA – Ala. Code § 8-19-1, et seq.; ALASKA – Alaska Unfair Trade Practices and

Consumer Protection Act, AS 45.50.471 et seq.; ARIZONA - A.R.S. §§44-1521 to -1534;

ARKANSAS – The Arkansas Deceptive Trade Practices Act, Ark. Code Ann. § 4-88-101 et.

seq.; CALIFORNIA – California Business & Professions Code Sections 17200 et seq. and 17500

et seq.; COLORADO – C.R.S. § 6-1-105 et seq.; CONNECTICUT – Conn Gen Stat. sec 42-

110a; DELAWARE – 6 Del. C. §§ 2511 et seq.; DISTRICT OF COLUMBIA – D.C. Code § 28-

3901 et seq.; FLORIDA – Florida Deceptive and Unfair Trade Practices Act, Chapter 501, Part

II, Florida Statutes; GEORGIA – Georgia Fair Business Practices Act, O.C.G.A. § 10-1-390 et

seq. (“FBPA”); HAWAII – Haw. Rev. Stat. § 480-2(a) and Haw. Rev. Stat. Chpt. 481A; IDAHO

–I.C. § 48-601 et seq.; ILLINOIS – 815 ILCS 505/1 et seq.; INDIANA – Ind. Code § 24-5-0.5,

et seq.; IOWA - Iowa Code Section 714.16; KANSAS - Kansas Consumer Protection Act,

K.S.A. 50-623 et seq.; KENTUCKY – KRS 367.170; MAINE – 5 M.R.S.A. § 205-A et seq.;

MARYLAND - Maryland Consumer Protection Act, Md. Code Ann., Com. Law §§ 13-101 to -

501 (2013 Repl. Vol. & 2023 Supp.); MASSACHUSETTS – G.L.c. 93A; MICHIGAN – MCL

445.901 et seq.; MINNESOTA – Minn. Stat. section 325F.69 (Minnesota Prevention of

Consumer Fraud Act); Minn. Stat. section 325D.45 (Minnesota Uniform Deceptive Trade

Practices Act); MONTANA – MCA 30-14-101 et al; NEBRASKA – Consumer Protection Act

N.R.S. section 59-1601 et seq. and the Uniform Deceptive Trade Practices Act N.R.S. section

87-301 et seq.; NEVADA – Nevada Deceptive Trade Practices Act, NRS 598.0903, et seq.;

NEW HAMPSHIRE – NH RSA § 358-A; NEW JERSEY – N.J.S.A. 56:8-1 to -229 The New

Jersey Consumer Fraud Act; NEW YORK – N.Y. Exec. Law Section 63(12) and G.B.L. Sections

349 and 350; NORTH CAROLINA – N.C.G.S. § 75-1.1 et seq.; NORTH DAKOTA – N.D.C.C.

ch. 51-15; OHIO – Consumer Sales Practices Act, R.C. 1345.01 et seq.; OKLAHOMA – 15 O.S.

§ 751 et seq.; OREGON – Oregon Unlawful Trade Practices Act, Or. Rev. Stat. § 646.605 et

seq.; RHODE ISLAND – R.I. Gen. Laws § 6-13.1-1, et seq.; SOUTH DAKOTA – SDCL ch. 37-

24; TEXAS – Texas Deceptive Trade Practices—Consumer Protection Act, Tex. Bus. & Com.

Code §§ 17.41–17.63; UTAH – Utah Code § 13-11-1, et seq.; VERMONT – The Vermont

Consumer Protection Act, 9 V.S.A. §§ 2451 et. seq.; VIRGINIA – Virginia Consumer Protection

Act (“Consumer Protection Act”), Va. Code §§ 59.1-196 through 59.1-207; WASHINGTON –

RCW 19.86; WEST VIRGINIA – W. Va. Code, § 46A-1-101; and WISCONSIN – Wis. Stat. §

100.18(1).

participation with any of them, whether acting directly or indirectly through any corporation,

company, partnership, trust, entity, subsidiary, affiliate, division, or other device, hereby agrees,

represents, and warrants that they:

(a) ceased the manufacturing, marketing, Promotion, sale, and distribution of all

Covered Products in the United States and, as of the Effective Date, has not

resumed the manufacture, marketing, Promotion, sale or distribution of any

Covered Products in the United States; and

(b) will not manufacture, market, Promote, sell or distribute any Covered Products in

the United States either directly, or indirectly through any third party.

V. PAYMENT

5.1 Except as otherwise provided for herein, each Party will be responsible for its own

costs, expenses, and attorneys’ fees. The Settlement Amount, as defined below, shall be used by

the Plaintiff as attorneys’ fees and other costs of investigation and litigation, or to be placed in, or

applied to, the consumer protection enforcement including future consumer protection

enforcement, consumer education, litigation or local consumer aid fund or revolving fund, used to

defray the costs of the. inquiry leading hereto, or for any lawful purpose, at the sole discretion of

the Signatory Attorney General, and in Vermont, pursuant to the Constitution of the State of

Vermont, Ch. II§ 27 and 32 V.S.A. § 462.

5.2 Defendant shall pay the members of the Multistate Working Group collectively a

total amount of $700,000,000.00 (“Multistate Amount”), of which the State of Vermont shall

receive $3,135,348.38, (the “Settlement Amount”), as specified more fully in Exhibit 2. The

Multistate Amount shall be paid in four installments, each payable as directed by the Signatory

Attorney General, with installments due as follows: (i) 175 Million Dollars ($175,000,000.00) by

July 30, 2024; (ii) 175 Million Dollars ($175,000,000.00) by July 30, 2025; (iii) 175 Million

Dollars ($175,000,000.00) by July 30, 2026; and (iv) 175 Million Dollars ($175,000,000.00) by

July 30, 2027, as specified in Exhibit 2. Accordingly, Defendant shall pay Plaintiff the Settlement

Amount as follows: (i) $780,286.61 by July 30, 2024; (ii) $785,020.59 by July 30, 2025; (iii)

$785,020.59 by July 30, 2026; and (iv) $785,020.59 by July 30, 2027, as specified in Exhibit 2. If

this Judgment is not entered by the Court more than thirty (30) days prior to the due date for the

first installment, the due date for the first installment shall be thirty (30) days from the Effective

Date, with the due dates for the subsequent installments remaining unchanged. If Defendant fails

to make any of the forgoing installment payments when due in accordance with this Paragraph 5.2

and Paragraph 5.4 below, the entire unpaid balance of the Settlement Amount shall become

immediately due and payable. Payment of the Settlement Amount is being made in return for all

the representations, warranties, and obligations set forth in this Judgment, including but not limited

to the release provided in Section VIII below for Defendant, both individually and for the other

Releasees.

5.3 Each of the Parties acknowledges, agrees and understands that, for purposes of

Section 162(f) of the Internal Revenue Code, the Settlement Amount may be used at the sole

discretion of the Signatory Attorney General for any lawful purpose, including restitution, and

subject to any applicable laws of the State of Vermont, and the Signatory Attorney General will

file an IRS Form 1098 indicating how it was used.

5.4 As part of the consideration for this Judgment, Defendant agrees, warrants, and

represents that:

(a) Defendant is solvent as of the Effective Date and will not be rendered insolvent by

its payment of the Settlement Amount pursuant to the payment schedule set forth

above in Paragraph 5.2;

(b) All funds used to pay the Settlement Amount will, at the time of the transfer

directed by the Signatory Attorney General pursuant to Paragraph 5.2 above, be

the exclusive property of Defendant free from any lien, claim, or right by anyone

else in or to any portion thereof, including, but not limited to, the J&J-Related

Entities and Other Released Persons; and

action, proceeding, or claim that seeks to delay, recover, avoid, or offset any

payment of the Settlement Amount (including those already made or scheduled to

be paid pursuant to the payment schedule in Paragraph 5.2 above), for any reason,

or based on any claim or theory.

VI. INDEMNIFICATION AND DEFENSE

6.1 Defendant shall promptly and fully pay the Settlement Amount in strict accordance

with Section V above, including, without limitation, the payment schedule in Paragraph 5.2 above

and the source and nature of the funds in Paragraph 5.4(b) above, and Defendant shall indemnify,

defend, and hold Plaintiff and the Signatory Attorney General (the “Indemnitees”) harmless from

and against any and all actions, claims, proceedings, judgments, orders, turnovers, offsets,

encumbrances, losses, costs, and expenses (including, without limitation, reasonable attorneys’

fees) that arise from, are based upon, or relate to any avoidance or recovery (as a preference,

fraudulent conveyance or transfer, or otherwise) of all or any portion of the Settlement Amount

(regardless of the payee or the source, nature, or allocation of the funds used) by another person

or entity (including, without limitation, a trustee, a committee, or a debtor in possession).

6.2 In the event an Indemnitee becomes aware of a demand, claim, action, or

proceeding that would give rise to indemnification pursuant to Paragraph 6.1 above (an

“Indemnification Claim”), the Signatory Attorney General shall promptly provide notice to the

Defendant of the same.

6.3 After being notified of an Indemnification Claim, Defendant agrees to pay the

applicable Indemnitee outside counsel fees and expenses reasonably necessary to defend and/or

resolve the Indemnification Claim and also to cooperate and assist in that defense and/or

resolution; provided, however, that Defendant’s payment obligations hereunder shall not extend

to more than one outside counsel firm (other than necessary local counsel) without Defendant’s

written consent, and that Plaintiff and Defendant shall mutually agree on any outside counsel firm

before it is retained, which agreement shall not be unreasonably withheld. Defendant will pay

reasonable outside counsel fees and expenses within 30 days of receiving an invoice. Should the

Indemnification Claim be for an actual loss of Settlement Amount payments already sustained by

an Indemnitee, Defendant shall reimburse the amount of the lost funds by wire transfer in the

manner provided by the Signatory Attorney General within thirty (30) days of the Signatory

Attorney General’s notice to do so.

6.4 If Defendant becomes aware of a potential Indemnification Claim that the

Indemnitees have not yet provided Defendant notice of, Defendant agrees to promptly provide

Plaintiff notice of the same.

VII. DISPUTE RESOLUTION

7.1 For the purposes of resolving disputes with respect to compliance with this

Judgment, if the Signatory Attorney General has a reasonable basis to believe that the Defendant

engaged in a practice that violates a provision of this Judgment subsequent to the Effective Date,

then such Signatory Attorney General shall notify Defendant in writing of the specific concern,

identify the provision(s) of this Judgment that the practice appears to violate, and give Defendant

thirty (30) days to respond to the notification; provided, however, that a Signatory Attorney

General may take any action if the Signatory Attorney General believes that, because of the

specific practice, a threat to the health or safety of the public requires immediate action. Upon

receipt of written notice from the Signatory Attorney General, Defendant shall provide a good-

faith written response to the Signatory Attorney General notification, containing either a statement

explaining why Defendant believes it is in compliance with the Judgment, or a detailed explanation

of how the alleged violation occurred and a statement explaining how Defendant intends to remedy

the alleged violation. Nothing in this Section VII shall be interpreted to limit the State of

Vermont’s Civil Investigative Demand (“CID”) or investigative subpoena authority and Defendant

reserves all of its rights in responding to a CID or investigative subpoena issued pursuant to such

authority.

7.2 Upon giving Defendant thirty (30) days from receipt of the notice set forth in

Paragraph 7.1 above to respond, the Signatory Attorney General shall also be permitted reasonable

access to inspect and copy relevant, non-privileged, non-work product records and documents in

the possession, custody, or control of Defendant that relate to Defendant’s compliance with each

provision of this Judgment. If the Signatory Attorney General makes or requests copies of any

documents during the course of that inspection, the Signatory Attorney General will provide a list

of those documents to Defendant.

7.3 The Signatory Attorney General may assert any claim that the Defendant violated

this Judgment in this action or in a separate civil action to enforce compliance with this Judgment,

or may seek any other relief afforded by law for a violation of the Judgment, but only after

providing Defendant an opportunity to respond to the notification described in Paragraph 7.1

above; provided, however, that a Signatory Attorney General may take any action if the Signatory

Attorney General believes that, because of the specific practice, a threat to the health or safety of

the public requires immediate action.

VIII. RELEASE

8.1 Released Claims. By operation of this Judgment being entered as a final judgment

by this Court, Releasors, subject to Paragraph 8.3 below, release and forever discharge Releasees

from any Claims (the “Released Claims”). If an Other Official asserts or attempts to assert a

Released Claim against the Defendant or any of the J&J-Related Entities, the Defendant or J&J-

Related Entities against whom that Released Claim is asserted shall notify the Signatory Attorney

General or the Attorney General’s successor or designee of that claim. To the extent that doing so

is determined by that Signatory Attorney General to be in the best interest of the State of Vermont

and consistent with Vermont law, that Signatory Attorney General will work to secure the prompt

dismissal of any and all Released Claims in an action brought or maintained by an Other Official

asserting such Released Claims against Defendant and J&J-Related Entities. Plaintiff also agrees

it will not oppose any effort by any of the Releasees to secure the prompt dismissal of any and all

Released Claims in an action brought or maintained by an Other Official asserting such Released

Claims against any of the Releasees.

8.2 The release in Paragraph 8.1 is intended by the Parties to be broad and shall be

interpreted such that the Releasors are giving the Releasees the broadest possible bar against any

liability as to the Released Claims. Except as otherwise provided for herein, this Judgment shall

be a complete bar to any Released Claims.

8.3 Claims Not Covered. Notwithstanding any term of this Judgment, specifically

reserved and excluded from the release in Paragraph 8.1 above as to any entity or person, including

Releasees, are any and all of the following:

(a) Any criminal liability that any person or entity, including Releasees, has or may

have to the State of Vermont;

(b) Any civil or administrative liability that any person or entity, including Releasees,

has or may have to the State of Vermont not expressly covered by the release in

Paragraph 8.1 above, including, but not limited to, any and all of the following claims:

i. State or federal antitrust violations;

ii. State false claims violations;

iii. State Medicaid fraud or abuse claims (whether common law, statutory or

otherwise) and/or kickback violations (this release also does not affect or limit the State’s

subrogation interest under federal law or state law with regards to claims by individuals

who were/are enrolled in State Medicaid programs);

iv. State or federal tax violations;

v. State or federal environmental violations;

vi. State or federal securities violations; and

vii. Claims to enforce the terms and conditions of this Judgment, including,

but not limited to, Defendant’s obligations in Section V above regarding payment of the

Settlement Amount and related indemnification in Section VI above;

claims for personal injury and/or claims under State Consumer Protection Laws.

(d) Any claims of any kind against any persons or entities that are not expressly

included in the definition of Releasees in Paragraph 3.13 above.

8.4 Nothing contained in this Judgment shall be taken or construed as relieving

Defendant or any of the other Releasees of any obligations they may have under any other

judgment, order, assurance of voluntary compliance, or agreement relating to any product or

conduct.

IX. MOST FAVORED NATIONS PROVISION

9.1 Most Favored Nation Provision. If Defendant or any of its Subsidiaries enters

into any settlement agreement with any state that is not a member of the Multistate Working Group

“Non-Settling State”) within (12) months after the Effective Date that resolves claims similar to

the Released Claims on payment terms that are more favorable to such Non-Settling State than the

payment terms of this Judgment, then Plaintiff, individually or collectively with other Multistate

Working Group states, may seek review, pursuant to Paragraph 9.3, of the overall payment terms

of this Judgment so that such Plaintiff may obtain overall payment terms at least as favorable as

those obtained by such Non-Settling State.

9.2 For purposes of Paragraph 9.1 above,

(a) the “overall payment terms” paid to a Non-Settling State are more favorable than

those paid to the Plaintiff if: the 2024 present dollar value

of all settlement payments to

the Non-Settling State, divided by the number of units of Covered Products sold in that

Non-Settling State for which the sales records of Defendant and its Subsidiaries are

available to the Multistate Working Group, is greater than 1.29968, representing the 2024

dollar present value ($656,977,401.49) of the Multistate Amount ($700,000,000) divided

by the number of units of Covered Products sold in the Multistate Working Group states

for which the sales records of Defendant and its Subsidiaries are available to the Multistate

Working Group (505,491,271).

For purposes of Section IX, the 2024 present dollar value of payments made in 2025 or later to

the Multistate Working Group states and to any Non-Settling States will be discounted at a rate

of 4.4% per year, compounded annually.

(b) Claims by a Non-Settling State are “similar” to the Released Claims if, after

replacing the Non-Settling State’s Attorney General for the Signatory Attorney General

in the definition of Released Claims, the Non-Settling State’s claims would be included

under the definition of Released Claims.

9.3 If Defendant or any of its Subsidiaries enters into a settlement with a Non-Settling

State involving claims similar to the Released Claims, it shall provide a copy of the settlement

agreement or relevant consent judgment within thirty (30) days of the effective date of such

settlement to Plaintiff and the Multistate Executive Committee.

(a) If Plaintiff believes that the overall payment terms of an agreement between

Defendant (or its Subsidiary) and a Non-Settling State are more favorable than those in

this Judgment, Defendant and Plaintiff shall engage in the following process:

i. Plaintiff shall provide notice, within sixty (60) calendar days of the date

on which Plaintiff receives the settlement agreement or consent judgment, to Defendant

of its intent to seek revision of this Judgment to be modified to provide payment terms

that are, on an overall basis, as favorable as those obtained by the Non-Settling State.

Such notice shall be confidential and not disclosed publicly to the extent allowed by law

and shall state, in detail, the basis for the Plaintiff’s belief that it is entitled to a

modification of this Judgment.

ii. Defendant shall, within thirty (30) calendar days of receipt of the

Plaintiff’s notice, provide a response to the Plaintiff, explaining its position, in detail, as

to whether the Plaintiff is entitled to more favorable overall payment terms than those

provided for in this Judgment.

iii. In the event Plaintiff and Defendant do not reach agreement as to the

application of Paragraph 9.1 above, Plaintiff may seek judicial review from the Court as

to the applicability of Paragraph 9.1 above and modification of Defendant’s financial

obligations thereunder if warranted. The Court’s review shall be limited to whether the

overall payment terms to the Non-Settling State are more favorable than those to

Plaintiff, as defined in Paragraph 9.2(a) above, and if so, the sum to be paid to Plaintiff to

eliminate such disparity.

9.4 This Section IX does not apply to, and there is no ability for Plaintiff to seek or

obtain revision of this Judgment based on, any Non-Settling State’s agreement with Defendant or

its Subsidiaries that is entered into with: (a) a Non-Settling State that has advanced litigation

against Defendant or its Subsidiaries beyond the point at which one or more claims has survived a

motion to dismiss or (b) a Non-Settling State that has obtained any court order or judicial

determination that grants judgment (in whole or in part) following a bench trial or a jury trial

against Defendant or its Subsidiaries.

X. ADDITIONAL PROVISIONS

10.1 Nothing in this Judgment shall be construed to authorize or require any action by

Defendant or any of the other Releasees in violation of applicable federal, state, or other laws.

10.2 The Judgment may be modified by a written stipulation of the Parties, once the

stipulation is approved by and becomes a judgment of the Court, or by court proceedings resulting

in a modified judgment of the Court.

10.3 The Defendant shall not cause or encourage any third party, nor knowingly permit

any third party acting on the behalf of Defendant, to engage in any practice from which Defendant

is prohibited by this Judgment.

10.4 The acceptance of this Judgment by Plaintiff shall not be deemed approval by the

State of Vermont of the past, present, or future advertising or business practices of Defendant or

any of the other Releasees. Further, neither Defendant nor anyone acting on its behalf shall state

or imply, or cause to be stated or implied, that the State of Vermont or any other governmental

unit of the State of Vermont has approved, sanctioned or authorized any past, present, or future

practice, act, advertisement, or conduct of Defendant or any of the other Releasees.

10.5 Any failure by either Party to this Judgment to insist upon the strict performance

by the other party of any of the provisions of this Judgment shall not be deemed a waiver of any

of the provisions of this Judgment, 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

Judgment.

10.6 This Judgment represents the full and complete terms of the settlement entered into

by the Parties. In any action undertaken by either of the Parties, no prior version of this Judgment

and no prior versions of any of its terms that were not entered by the Court in this Judgment, may

be introduced for any purpose whatsoever. This Judgment and each of its constituent provisions

were jointly drafted by counsel for the Parties and any ambiguities herein shall not be construed

against either Party.

10.7 This Court retains jurisdiction Judgment and the Parties for the purpose of

construction, enforcement, and modification of this Judgment and for the purpose of granting such

additional relief as may be necessary and appropriate.

10.8 This Judgment 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.

10.9 Any notice provided by either Party under this Judgment to the other shall be in

writing and provided to the other Party via email and Overnight Mail, return receipt requested,

using the following information specified below, or such other information as may be specified by

either Party in accordance with this Paragraph 10.9:

Defendant:

Daniel Suvor

O’Melveny & Myers

400 South Hope Street

Los Angeles, CA 90071

Phone: (213) 430-6000

[email protected]

Plaintiff State of Vermont

Merideth C. Chaudoir

Assistant Attorney General

Office of the Attorney General

109 State Street

Montpelier, VT 05609

Electronic mail: [email protected]v

10.10 To the extent that any provision of this Judgment obligates Defendant to change

any policy(ies) or procedure(s) and to the extent not already accomplished, Defendant shall

implement the policy(ies) or procedure(s) as soon as reasonably practicable, but no later than 120

days after the Effective Date, unless another period for compliance is specified herein.

10.11 Each Party represents and warrants that those signing this Judgment on their behalf

have the full legal capacity, right, power, and authority to execute and enter into this Judgment on

their behalf and to bind them to its terms and provisions.

APPROVAL BY COURT

APPROVED FOR FILING and SO ORDERED this _____ day of _____, 2024.

_______________________________

Judge Timonthy Tomasi

For Plaintiff State of Vermont:

DATE: JUNE 11, 2024 CHARITY R. CLARK

Attorney General of Vermont

_________________________

Merideth C. Chaudoir

Assistant Attorney General

Office of the Attorney General

109 State Street

Montpelier, VT 05609

E-mail: merideth.chaudo[email protected]

For Defendant Johnson & Johnson:

By:

/s/ Daniel Suvor

Daniel Suvor

O’Melveny & Myers

/s/ Edward M. Joyce, Jr.

Edward M. Joyce, Jr.

NAGLE & JOYCE

6971 Main Street

P.O. Box 694

Waitsfield, VT 05673

(802)496-4450

[email protected]om

Local Counsel for Defendant

Date: June 11, 2024

Exhibit 1

FILED: 6/11/2024 12:01 PM

Vermont Superior Court

Washington Unit

24-CV-02305

7-Eleven, Inc. and all affiliated entities

Ahold Delhaize Usa, Inc. and all affiliated entities

Albertson's Companies, Inc. and all affiliated entities

Associated Wholesale Grocers, Inc. and all affiliated entities

Bashas' Inc. and all affiliated entities

Bausch Health Companies Inc. and all affiliated entities

BCW, LLC and all affiliated entities

Beauty Land Enterprises/Beautyland and all affiliated entities

Best Market of Astoria, Inc. and all affiliated entities

Bi-Mart Corporation and all affiliated entities

BJ's Wholesale Club, Inc. and all affiliated entities

C&S Wholesale Grocers, Inc.

and all affiliated entities

Classic Pharmacy and all affiliated entities

Cosentino's Food Stores and all affiliated entities

Costco Wholesale Corporation and all affiliated entities

CVS Pharmacy, Inc. and all affiliated entities

Cyprus AMAX Minerals Company and all affiliated entities

Cyprus Mines Corporation, and all affiliated entities

Demoulas Super Markets, Inc. and all affiliated entities

Dierbergs Market and all affiliated entities

Discount Drug Mart, Inc. and all affiliated entities

Dollar Tree Stores, Inc. and all affiliated entities

F.W. Woolworth Co. and all affiliated entities

Fleming Companies, Inc. and all affiliated entities

Foodland Super Market, LTD. and all affiliated entities

Four B Corp., d/b/a Balls Food Stores and all affiliated entities

Fruth Pharmacy and all affiliated entities

Gelson’s Markets and all affiliated entities

Gerland’s Food Fair, LLC. and all affiliated entities

Giant Eagle, Inc. and all affiliated entities

Good Food Holdings, LLC and all affiliated entities

Grocery Outlet Holding Corp. and all affiliated entities

HAC, Inc. and all affiliated entities

Heb Grocery Company, LP and all affiliated entities

HSBC Finance Corp. and all affiliated entities

Hy-vee, Inc. and all affiliated entities

Imerys S.A., and all affiliated entities

Imerys Talc America, Inc.

Imerys Talc Canada Inc.

Imerys Talc Vermont, Inc.

Janssen Pharmaceuticals, Inc.

Janssen Research & Development, LLC

Johnson & Johnson Consumer Inc.

Johnson & Johnson Holdco (NA) Inc.

Kenvue Inc.

Kings Pharmacy Holdings, LLC and all affiliated entities

Kolmar Laboratories, Inc. and all affiliated entities

La Luz Market Ltd. Co. and all affiliated entities

Lewis Food Town, Inc. d/b/a Gerlands Grocery Stores and all affiliated entities

Marc Glassman, Inc. and all affiliated entities

MBF Healthcare Holdings, Inc.

MBF Healthcare Management, LLC

Meijer, Inc. and all affiliated entities

Navarro Discount Pharmacies

New Seasons Market, LLC and all affiliated entities

Owens & Minor, Inc. and all affiliated entities

Personal Care Products Council

Piggly Wiggly, LLC and all affiliated entities

PTI Royston, LLC and all affiliated entities

PTI Union LLC and all affiliated entities

Publix Super Markets, Inc. and all affiliated entities

Raley’s and all affiliated entities

Rio Tinto America, Inc., and all affiliated entities

Rite Aid Corporation and all affiliated entities

Rouse’s Enterprises, LLC and all affiliated entities

Save Mart Supermarkets, Inc. and all affiliated entities

Schnuck Markets, Inc. and all affiliated entities

Sedano’s Market, Inc. and all affiliated entities

Shanti Pharmacy Corp. and all affiliated entities

Southeastern Grocers and all affiliated entities

Stater Bros. Markets and all affiliated entities

Super Center Concepts, Inc. d/b/a Superior Grocers and all affiliated entities

Supervalu, Inc. and all affiliated entities

T. Levy Associates, Inc. and all affiliated entities

Target Corporation and all affiliated entities

The Bartell Drug Company and all affiliated entities

The Kroger Company and all affiliated entities

The Stop and Shop Supermarket Company, LLC and all affiliated entities

Thrifty White Drug and all affiliated entities

Valeant Pharmaceuticals Int. and all affiliated entities

Wakefern Food Corporation and all affiliated entities

Walgreen Co. and all affiliated entities

Walmart Inc. and all affiliated entities

Wegmans Food Markets, Inc. and all affiliated entities

Winn-Dixie Stores and all affiliated entities

Those entities identified on Schedules I and II of the Joint Chapter 11 Plan of

Reorganization filed in In re Imerys Talc America, Inc., et al, No. 19-10289, Dkt.

1714 (D. Del. May 15, 2020).

List of Other Released Persons

Exhibit 2

FILED: 6/11/2024 12:01 PM

Vermont Superior Court

Washington Unit

24-CV-02305

(A) State Total Payment Due

Payment Due

7/30/2024

Payment Due

7/30/2025

Payment Due

7/30/2026

Payment Due

7/30/2027

Alabama $13,458,975.00 $3,349,502.79 $3,369,824.07 $3,369,824.07 $3,369,824.07

Alaska $3,145,614.15 $782,841.45 $787,590.90 $787,590.90 $787,590.90

Arizona $15,466,308.21 $3,849,063.00 $3,872,415.07 $3,872,415.07 $3,872,415.07

Arkansas $12,716,700.92 $3,164,774.84 $3,183,975.36 $3,183,975.36 $3,183,975.36

California $78,055,841.33 $19,425,569.84 $19,543,423.83 $19,543,423.83 $19,543,423.83

Colorado $14,383,390.60 $3,579,559.90 $3,601,276.90 $3,601,276.90 $3,601,276.90

Connecticut $9,273,125.22 $2,307,780.42 $2,321,781.60 $2,321,781.60 $2,321,781.60

Delaware $4,945,711.03 $1,230,827.23 $1,238,294.60 $1,238,294.60 $1,238,294.60

District of Columbia

$3,051,110.51 $759,322.55 $763,929.32 $763,929.32 $763,929.32

Florida $48,172,599.16 $11,988,599.08 $12,061,333.36 $12,061,333.36 $12,061,333.36

Georgia $24,143,123.33 $6,008,441.15 $6,044,894.06 $6,044,894.06 $6,044,894.06

Hawaii $5,308,820.38 $1,321,193.38 $1,329,209.00 $1,329,209.00 $1,329,209.00

Idaho $5,765,502.09 $1,434,846.66 $1,443,551.81 $1,443,551.81 $1,443,551.81

Illinois $29,071,074.93 $7,234,848.63 $7,278,742.10 $7,278,742.10 $7,278,742.10

Indiana $18,023,565.11 $4,485,481.37 $4,512,694.58 $4,512,694.58 $4,512,694.58

Iowa $9,455,006.54 $2,353,044.77 $2,367,320.59 $2,367,320.59 $2,367,320.59

Kansas $11,421,305.95 $2,842,393.00 $2,859,637.65 $2,859,637.65 $2,859,637.65

Kentucky $9,381,168.34 $2,334,668.83 $2,348,833.17 $2,348,833.17 $2,348,833.17

Maine $4,852,206.22 $1,207,556.92 $1,214,883.10 $1,214,883.10 $1,214,883.10

Maryland $14,983,269.23 $3,728,850.23 $3,751,473.00 $3,751,473.00 $3,751,473.00

Massachusetts $14,559,577.74 $3,623,407.17 $3,645,390.19 $3,645,390.19 $3,645,390.19

Michigan $20,615,040.58 $5,130,415.66 $5,161,541.64 $5,161,541.64 $5,161,541.64

Minnesota $10,572,868.77 $2,631,244.47 $2,647,208.10 $2,647,208.10 $2,647,208.10

Montana $3,537,515.51 $880,373.00 $885,714.17 $885,714.17 $885,714.17

Nebraska $5,260,874.23 $1,309,261.15 $1,317,204.36 $1,317,204.36 $1,317,204.36

Nevada $6,131,236.22 $1,525,866.05 $1,535,123.39 $1,535,123.39 $1,535,123.39

New Hampshire $5,977,215.96 $1,487,535.39 $1,496,560.19

$1,496,560.1

$1,496,560.19

New Jersey $30,247,039.85 $7,527,508.19 $7,573,177.22 $7,573,177.22 $7,573,177.22

New York $44,019,837.62 $10,955,111.30 $11,021,575.44 $11,021,575.44 $11,021,575.44

North Carolina $27,315,478.83 $6,797,937.60 $6,839,180.41 $6,839,180.41 $6,839,180.41

North Dakota $3,214,353.01 $799,948.33 $804,801.56 $804,801.56 $804,801.56

Ohio $27,731,714.51 $6,901,525.22 $6,943,396.43 $6,943,396.43 $6,943,396.43

Oklahoma $9,800,479.44 $2,439,021.78 $2,453,819.22 $2,453,819.22 $2,453,819.22

Oregon $15,046,143.13 $3,744,497.53 $3,767,215.20 $3,767,215.20 $3,767,215.20

Rhode Island $6,920,643.09 $1,722,323.82 $1,732,773.09 $1,732,773.09 $1,732,773.09

South Dakota $3,642,929.38 $906,607.09 $912,107.43 $912,107.43 $912,107.43

Texas $61,576,401.23 $15,324,371.12 $15,417,343.37 $15,417,343.37 $15,417,343.37

Utah $7,540,013.66 $1,876,465.10 $1,887,849.52 $1,887,849.52 $1,887,849.52

Vermont $3,135,348.38 $780,286.61 $785,020.59 $785,020.59 $785,020.59

Virginia $21,263,008.18 $5,291,673.79 $5,323,778.13 $5,323,778.13 $5,323,778.13

Washington $13,925,676.20 $3,465,649.61 $3,486,675.53 $3,486,675.53 $3,486,675.53

West Virginia $5,994,739.20 $1,491,896.34 $1,500,947.62 $1,500,947.62 $1,500,947.62

Wisconsin $15,842,132.98 $3,942,593.59 $3,966,513.13 $3,966,513.13 $3,966,513.13

TOTALS $698,944,685.95 $173,944,685.95 $175,000,000.00 $175,000,000.00 $175,000,000.00