Common use of Settlement Fund Clause in Contracts

Settlement Fund. 8.1 No later than thirty (30) calendar days after the Effective Date, Novartis shall provide, by wire transfer, to the Claims Administrator $152,500,000.00 (the “Settlement Fund”). The Settlement Fund is calculated based upon the Total Settlement Amount described in Paragraph 6.1 ($175,000,000.00) minus the value of the non-monetary relief portion of the Settlement described in Section VII ($22,500,000.00). 8.2 The Settlement Fund will be placed in an interest bearing account (the “Settlement Fund Account”) approved by Class Counsel with a unique Taxpayer Identification Number. Any interest accrued prior to the distribution of any monetary awards will be divided equally between the Class Award for Backpay and the Maximum Class Award for Compensatory Damages, described in Paragraphs 10.1(iii) and (iv) below, and distributed according to the procedures set forth therein. 8.3 The Settlement Fund Account will constitute a qualified settlement fund pursuant to Internal Revenue Code Section 1.468B-1. Upon the opening of the account, Novartis shall execute an election statement provided by the Claims Administrator which shall be affixed to the initial tax return of the Settlement Fund Account in order to establish the start date of the Settlement Fund Account. The Settlement Fund Account will be created, managed and disbursed by the Claims Administrator under the supervision of Class Counsel and Counsel for Novartis. The Claims Administrator shall be the only entity authorized to make withdrawals or payments from the Settlement Fund Account. Novartis will have no responsibilities or liabilities with respect to the administration of the Settlement Fund Account, including any distribution therefrom and the reporting for such distribution. 8.4 Upon wiring the Settlement Fund amount, Novartis will have no further monetary obligations with respect to Settlement Class Members, Class Counsel or Named Plaintiffs pursuant to the Settlement and shall have no further responsibility to make any additional payments pursuant to this Settlement, including with respect to attorneys’ fees and costs. 8.5 The Claims Administrator shall have the obligation to return the entire Settlement Fund (including all income and/or interest generated by the Settlement Fund Account) to Novartis within five (5) business days in the event of revocation of this Settlement pursuant to Section XI below, or in the event that this Settlement Agreement is reversed on appeal or is otherwise rendered null and void for any reason. 8.6 The Claims Administrator shall distribute the Settlement Fund (including any interest generated by the Settlement Fund Account) pursuant to the provisions below, and on the time schedule described herein and pursuant to orders of the Court. 8.7 In the event that the Settlement Fund is not completely distributed for any reason, any and all remaining funds shall revert back to Novartis. The Claims Administrator shall provide, by wire transfer, the amount to be reverted to Novartis no later than ten (10) business days after the distribution of the settlement checks described in Section X.J below. In addition, within one (1) year and fifteen (15) business days from the date of distribution of the settlement checks described in Section X.J below, the Claims Administrator shall provide to Novartis, by wire transfer, the amount of any settlement checks not paid from the Settlement Fund Account due to Settlement Class Members’ failure to cash the check within one (1) year. The Claims Administrator’s determination of the amount to revert back to Novartis pursuant to this provision shall be final and non- appealable. 8.8 $164,500.00 of the Settlement Fund will be set aside in a fund to be distributed to a non-profit organization dedicated to the advancement of women in the workforce. The choice of such organization will be proposed by Class Counsel to Novartis, who may reject Class Counsel’s choice and require alternative proposals until Class Counsel proposes an organization that meets Novartis’s approval.

Settlement Fund. 8.1 No later than thirty (30) calendar days after the Effective Date, Novartis shall provide, by wire transfer, to the Claims Administrator $152,500,000.00 (the “Settlement Fund”). The Settlement Fund is calculated based upon the Total Settlement Amount described in Paragraph 6.1 ($175,000,000.00) minus the value of the non-monetary relief portion of the Settlement described in Section VII ($22,500,000.00). 8.2 The Settlement Fund will be placed in an interest bearing account (the “Settlement Fund Account”) approved by Class Counsel with a unique Taxpayer Identification Number. Any interest accrued prior to the distribution of any monetary awards will be divided equally between the Class Award for Backpay and the Maximum Class Award for Compensatory Damages, described in Paragraphs 10.1(iii) and (iv) below, and distributed according to the procedures set forth therein. 8.3 The Settlement Fund Account will constitute a qualified settlement fund pursuant to Internal Revenue Code Section 1.468B-1. Upon the opening of the account, Novartis ▇▇▇▇▇▇▇▇ shall execute an election statement provided by the Claims Administrator which shall be affixed to the initial tax return of the Settlement Fund Account in order to establish the start date of the Settlement Fund Account. The Settlement Fund Account will be created, managed and disbursed by the Claims Administrator under the supervision of Class Counsel and Counsel for Novartis. The Claims Administrator shall be the only entity authorized to make withdrawals or payments from the Settlement Fund Account. Novartis will have no responsibilities or liabilities with respect to the administration of the Settlement Fund Account, including any distribution therefrom and the reporting for such distribution. 8.4 Upon wiring the Settlement Fund amount, Novartis will have no further monetary obligations with respect to Settlement Class Members, Class Counsel or Named Plaintiffs pursuant to the Settlement and shall have no further responsibility to make any additional payments pursuant to this Settlement, including with respect to attorneys’ fees and costs. 8.5 The Claims Administrator shall have the obligation to return the entire Settlement Fund (including all income and/or interest generated by the Settlement Fund Account) to Novartis within five (5) business days in the event of revocation of this Settlement pursuant to Section XI below, or in the event that this Settlement Agreement is reversed on appeal or is otherwise rendered null and void for any reason. 8.6 The Claims Administrator shall distribute the Settlement Fund (including any interest generated by the Settlement Fund Account) pursuant to the provisions below, and on the time schedule described herein and pursuant to orders of the Court. 8.7 In the event that the Settlement Fund is not completely distributed for any reason, any and all remaining funds shall revert back to Novartis. The Claims Administrator shall provide, by wire transfer, the amount to be reverted to Novartis no later than ten (10) business days after the distribution of the settlement checks described in Section X.J below. In addition, within one (1) year and fifteen (15) business days from the date of distribution of the settlement checks described in Section X.J below, the Claims Administrator shall provide to Novartis, by wire transfer, the amount of any settlement checks not paid from the Settlement Fund Account due to Settlement Class Members’ failure to cash the check within one (1) year. The Claims Administrator’s determination of the amount to revert back to Novartis pursuant to this provision shall be final and non- appealable. 8.8 $164,500.00 of the Settlement Fund will be set aside in a fund to be distributed to a non-profit organization dedicated to the advancement of women in the workforce. The choice of such organization will be proposed by Class Counsel to Novartis, who may reject Class Counsel’s choice and require alternative proposals until Class Counsel proposes an organization that meets Novartis’s approval.

Settlement Fund. 8.1 No 3.1 In full settlement of Named Plaintiffs’ and the Participating Class Members’ claims against Defendants, Cap Re agrees to establish and fund a Settlement Fund in the amount of $6,250,000 (six million two hundred fifty thousand dollars) plus interest earned thereon, for the benefit of the Participating Class Members. Not later than thirty (30) calendar days after the Effective Date, Novartis shall provide, by wire transfer, to the Claims Administrator $152,500,000.00 (the “Settlement Fund”). The Settlement Fund is calculated based upon the Total Settlement Amount described in Paragraph 6.1 ($175,000,000.00) minus the value of the non-monetary relief portion of the Settlement described in Section VII ($22,500,000.00). 8.2 The Settlement Fund will be placed in an interest bearing account (the “Settlement Fund Account”) approved by Class Counsel with a unique Taxpayer Identification Number. Any interest accrued prior to the distribution of any monetary awards will be divided equally between the Class Award for Backpay and the Maximum Class Award for Compensatory Damages, described in Paragraphs 10.1(iii) and (iv) below, and distributed according to the procedures set forth therein. 8.3 The Settlement Fund Account will constitute a qualified settlement fund pursuant to Internal Revenue Code Section 1.468B-1. Upon the opening of the account, Novartis shall execute an election statement provided by the Claims Administrator which shall be affixed to the initial tax return of the Settlement Fund Account in order to establish the start date of the Settlement Fund Account. The Settlement Fund Account will be created, managed and disbursed by the Claims Administrator under the supervision of Class Counsel and Counsel for Novartis. The Claims Administrator shall be the only entity authorized to make withdrawals or payments from the Settlement Fund Account. Novartis will have no responsibilities or liabilities with respect to the administration of the Settlement Fund Account, including any distribution therefrom and the reporting for such distribution. 8.4 Upon wiring the Settlement Fund amount, Novartis will have no further monetary obligations with respect to Settlement Class Members, Class Counsel or Named Plaintiffs pursuant to the Settlement and shall have no further responsibility to make any additional payments pursuant to this Settlement, including with respect to attorneys’ fees and costs. 8.5 The Claims Administrator shall have the obligation to return the entire Settlement Fund (including all income and/or interest generated by the Settlement Fund Account) to Novartis within five (5) business days in the event of revocation after execution of this Settlement pursuant to Section XI belowAgreement, or in Lead Class Counsel and Defense Counsel shall select a third-party FDIC-insured bank (the event that this Settlement Agreement is reversed on appeal or is otherwise rendered null and void “Financial Institution”) with whom the escrow account will be established for any reason. 8.6 The Claims Administrator shall distribute the purpose of holding the Settlement Fund (including the “Escrow Account”) together with proposed terms under which the Financial Institution shall maintain the Escrow Account. Those terms will include the right for Lead Class Counsel to instruct the Financial Institution to make disbursements to the Settlement Administrator in accordance with this Agreement and Court orders so long as Lead Class Counsel provides written notice to counsel for Cap Re at least two (2) days in advance of the transmission of the instruction(s) to the Financial Institution. Cap Re shall fund the $6,250,000 into the Escrow Account within seven (7) days of the entry of the Preliminary Approval Order. The monies in the Escrow Account shall be considered a common fund created as a result of the Action. 3.2 The Settlement Fund shall include and retain any interest generated and income earned thereon, for the benefit of Participating Class Members, and shall be invested only in United States Treasury securities and/or securities of the United States Treasury with a maturity period not to exceed thirty (30) days, repurchase agreements collateralized by such securities, and mutual funds or money market accounts, provided that such funds or accounts invest exclusively in the foregoing securities. 3.3 The Settlement Administrator shall structure and manage the Settlement Fund to qualify as a “Qualified Settlement Fund” under Section 468B of the Internal Revenue Code and Treasury regulations promulgated thereunder. 3.4 All taxes on the income of the Settlement Fund and tax-related expenses incurred in connection with the taxation of the Settlement Fund shall be paid out of the Settlement Fund. Fees and expenses incurred for or by the Settlement Fund Account) pursuant to Administrator in connection with the provisions belowcalculation, allocation, and on the time schedule described herein and pursuant to orders distribution of the Court. 8.7 In the event that the Settlement Fund is not completely distributed for any reason, any and all remaining funds shall revert back to Novartis. The Claims Administrator shall provide, by wire transfer, the amount to also be reverted to Novartis no later than ten (10) business days after the distribution of the settlement checks described in Section X.J below. In addition, within one (1) year and fifteen (15) business days from the date of distribution of the settlement checks described in Section X.J below, the Claims Administrator shall provide to Novartis, by wire transfer, the amount of any settlement checks not paid from the Settlement Fund Account due to Settlement Class Members’ failure to cash the check within one (1) year. The Claims Administrator’s determination Fund. 3.5 In accordance with this Agreement and following entry of the amount to revert back to Novartis pursuant to this provision Preliminary Approval Order, the Settlement Administrator shall be final and non- appealable. 8.8 $164,500.00 of pay from the Settlement Fund will be set aside in a fund all reasonable costs of administering the Settlement without further order from the Court, which expenses shall include: (a) expenses associated with the preparation and filing of all tax reports and tax returns required to be distributed to a non-profit organization dedicated to filed by the advancement Settlement Fund; (b) payment of women in taxes owed by the workforce. The choice of such organization will be proposed by Class Counsel to Novartis, who may reject Class Counsel’s choice and require alternative proposals until Class Counsel proposes an organization that meets Novartis’s approval.Settlement Fund;

Settlement Fund. 8.1 No later than thirty (30) calendar days after the Effective Date7.1. Except as may otherwise be provided herein, Novartis shall provide, all amounts due and owing by wire transfer, to the Claims Administrator $152,500,000.00 (the “Settlement Fund”). The Settlement Fund is calculated based upon the Total Settlement Amount described in Paragraph 6.1 ($175,000,000.00) minus the value of the non-monetary relief portion of the Settlement described in Section VII ($22,500,000.00). 8.2 The Settlement Fund will be placed in an interest bearing account (the “Settlement Fund Account”) approved by Class Counsel with a unique Taxpayer Identification Number. Any interest accrued prior to the distribution of any monetary awards will be divided equally between the Class Award for Backpay and the Maximum Class Award for Compensatory Damages, described in Paragraphs 10.1(iii) and (iv) below, and distributed according to the procedures set forth therein. 8.3 The Settlement Fund Account will constitute a qualified settlement fund pursuant to Internal Revenue Code Section 1.468B-1. Upon the opening of the account, Novartis shall execute an election statement provided by the Claims Administrator which each Settling Defendant under this Agreement shall be affixed to the initial tax return of paid when due into the Settlement Fund Account in order to establish the start date of the Settlement Fund Account. The Settlement Fund Account will be created, managed allocated and disbursed by the Claims Administrator under the supervision of Class Counsel and Counsel for Novartis. The Claims Administrator shall be the only entity authorized to make withdrawals or payments from the Settlement Fund Account. Novartis will have no responsibilities or liabilities with respect to the administration of the Settlement Fund Account, including any distribution therefrom and the reporting for such distribution. 8.4 Upon wiring the Settlement Fund amount, Novartis will have no further monetary obligations with respect distributed to Settlement Class Members, Class Counsel or Named Plaintiffs pursuant to members and Settling States in accordance with this and the Attorneys General Settlement and shall have no further responsibility to make any additional payments pursuant to this Settlement, including with respect to attorneys’ fees and costs. 8.5 The Claims Administrator shall have the obligation to return the entire Settlement Fund (including all income and/or interest generated by the Settlement Fund Account) to Novartis within five (5) business days in the event of revocation of this Settlement pursuant to Section XI below, or in the event that this Settlement Agreement is reversed on appeal or is otherwise rendered null and void for any reason. 8.6 The Claims Administrator shall distribute the Settlement Fund (including any interest generated by the Settlement Fund Account) pursuant to the provisions below, and on the time schedule described herein and pursuant to orders of the Court. 8.7 Agreement. In the event that the Settling States and Settlement Fund is Class Counsel cannot completely distributed for any reason, any and all remaining funds shall revert back agree to Novartis. The Claims Administrator shall provide, by wire transfer, the amount to be reverted to Novartis no later than ten (10) business days after the distribution an equitable allocation of the settlement checks described in Section X.J below. In addition, within one (1) year and fifteen (15) business days from the date of distribution of the settlement checks described in Section X.J below, the Claims Administrator shall provide to Novartis, by wire transfer, the amount of any settlement checks not paid from the Settlement Fund Account due to between the Settling States and the Settlement Class, the Settling States and Settlement Class Members’ failure Counsel shall seek to cash agree on the check within one (1) yearselection of an Arbitrator to determine such allocation. The Claims Administrator’s determination In the event that the Settling States and Settlement Class Counsel cannot agree on the selection of an Arbitrator, the amount Settling States and Settlement Class Counsel will petition the Court to revert back to Novartis pursuant to this provision shall be final and non- appealable. 8.8 $164,500.00 determine such allocation; it being understood that some portion of the Settlement Fund will be set aside allocated to counter-market advertising. 7.2. Settling Defendants shall have no interest in a fund to or responsibility for allocations or distributions from the Settlement Fund and do not guarantee any earnings or insure against any losses from any portion of the Settlement Fund assets that may be distributed to a non-profit organization dedicated maintained or administered as provided in Section 7.1 above. 7.3. Subject to the advancement terms of women this Agreement, Ligg▇▇▇ ▇▇▇ll make the following payments: 7.3.1. An initial payment of $25 million due 120 days from the date of a Future Affiliate Transaction; and 7.3.2. Subject to the provisions of Sections 7.7 - 7.9, payments, each equivalent to 25% of Ligg▇▇▇'▇ ▇▇▇tax Income, due 120 days after the end of each fiscal year of Ligg▇▇▇. ▇he first payment shall be made with respect to the first full fiscal year commencing after the date of this Settlement Agreement. 7.4. Ligg▇▇▇ ▇▇▇ll pay the reasonable and necessary expenses of the administration, allocation, and distribution of the Settlement Fund; provided that Ligg▇▇▇ ▇▇▇ll not be obligated to pay more than $1 million in any year for such expenses or the workforcecosts of Initial and each Subsequent Notice. 7.5. The choice of such organization will be proposed by Class Counsel amounts payable hereunder to Novartis, who may reject Class Counsel’s choice and require alternative proposals until Class Counsel proposes an organization that meets Novartis’s approval.the Settlement Fund shall represent the maximum amounts payable to the Settlement Fund under this