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SETTLEMENT AGREEMENT

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THIS AGREEMENT ("Settlement Agreement"), dated October ~2015, is made

BETWEEN:

PETRA KOHLER and TYLER COOKE

("Plaintiffs")

AND:

LABORA TORI OS LE6N FARMA SA

("Leon Farma")

PREAMBLE

WHEREAS

A. a proceeding was commenced by the Plaintiffs, in the Court of Queen's Bench of

Alberta, Court File Number 1303 13736 ("Alberta Action"), against Le6n Farma

and Apotex, Inc., pursuant to the Class Proce~4ings Act, SA 2003, c C-16.5 CAct"),

in which it is alleged, inter alia, that Le6n Farma mispackaged Alysena™ 28,

which resulted in damage or loss to members of the Class;

B. Apotex, Inc. had no responsibility or involvement in the packaging of Alysena ™

28;

C. pursuant to the Certification Order, the Alberta Action has been certified as a

multi-jurisdictional class proceeding;

D. the Alberta Action previously included a now dismissed claim against Apotex,

Inc.;

E. a proposed multi-jurisdictional class proceeding was also commenced by Kim

Parker and Jeremie Lafond, in the Superior Court of Quebec, Court File Number

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500-06-000666-137 ("Quebec Action"), against Apotex, Inc. and Le6n Farma,

pursuant to Article 1002 and following of the Code of Civil Procedure, RSQ c. C-25,

in which it is alleged, inter nlin, that Le6n Farrna mispackaged Alysena™ 28;

F. the Quebec Action is currently stayed. Class Counsel shall effect its dismissal

immediately after the Effective Date;

G. a proposed multi-jurisdictional class proceeding was also commenced by

Jasmine Catherine Watkins, in the Ontario Superior Court of Justice, Court File

Number CV-13-0121, against Apotex, Inc. A separate proposed multi­

jurisdictional class proceeding was commenced by Carleen Kutlu, Paige Towle,

and Rebekah Thomas, in the Ontario Superior Court of Justice, Court File

Number CV-14-516-761-00CP, against Le6n Farma and Apotex, Inc. (these two

proceedings are hereinafter collectively referred to as the "Ontario Actions").

The Ontario Actions were commenced pursuant to the Class Proceedings Act,

1992, SO 1992, c 6, and relate to the same or similar subject matter as the Alberta

Action and the Quebec Action;

H. there has been no settlement or certification of the Ontario Actions or the Quebec

Action. Furthermore, as a result of a dispute between the plaintiffs' counsel in

the Ontario Actions, it is currently unclear who represents those plaintiffs;

I. the parties seek to avoid incurring additional expense in relation to the above­

referenced litigation, and have agreed to settle all claims which Class Members

have, or could have in the future, against Le6n Farma or any other party,

including Apotex, Inc., against whom a claim may be made in respect of the

matters particularized in the originating pleadings in the Alberta Action, tl1e

Ontario Actions, and the Quebec Action;

J. Le6n Farrna has consented to the Settlement Agreement, subject to the approval

of the Court of Queen's Bench for Alberta ("Alberta Court") pursuant to section

35 of the Act; and

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· K. this Preamble forms an integral part of the Settlement Agreement.

IN CONSIDERATION OF LEON FARMA making Compensatory Payments, on a

claims-made basis, and subject to strict proof pursuant to the Claims Administration

Procedure, set out at Article 8 herein, the execution of the Settlement Agreement, the

mutual covenants and agreements contained herein, and other good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged by the

parties, THE PARTIES HEREBY AGREE AS FOLLOWS:

ARTICLEl: DEFINITIONS

Specific terms used in the Settlement Agreement are defined in this Article. Definitions

expressed in the singular shall mean the plural and vice versa, as the context requires.

"Acknowledgment Letter" shall mean a letter of the Claims Administrator to a

Claimant, acknowledging the existence of the Claimant's Claim. The Acknowledgment

Letter is to be delivered within seven (7) days of receipt of the Claimant's Claim

Package.

"Adjudication" shall mean an assessment of a Claim by the Adjudicator, within the

scope of his jurisdiction under Article 7(4) of the Settlement Agreement, in collaboration

with counsel for Le6n Farma, the Claimant, and his or her respective r·epresentative,

pursuant to procedures that are considered by the Adjudicator to be fair and

reasonable, in accordance with the terms and conditions of the Settlement Agreement.

The Adjudication may be conducted in writing or orally, at the discretion of the

Claimant.

"Adjudicator" shall mean The Honourable Michel Bastarache, Q.C., O.C.

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"Alysena™ 28" shall mean the prescription combination oral contraceptive containing

levonorgestrel and ethinyl estradiol, manufactured, packaged, and labelled at Le6n

Parma's facility in Le6n, Spain, and marketed in Canada by Apotex, Inc. under the

brand name, Alysena™ 28, and comprising Lot numbers LF01899A, LF01898A,

LF01894B, LF01901A, LF01900A, LF01980A, LF01982A, LF01981A, LF01979A,

LF02037 A, LF02036A, and LF02026A.

"Certification Order" shall mean the Multi-Jurisdictional Class Action Certification and

Notice Publication Order, pronounced on June 15, 2015 by Associate Chief Justice J.D.

Rooke, and filed with the Alberta Court on July 14, 2015.

"Claim" shall mean the claim of a Class Member for a Compensatory Payment.

"Claimant" shall mean any Class Member who submits a Claim Package during the

Claim Period.

"Claim Adjudication Decision" shall mean a written decision of the Adjudicator after

an Adjudication.

"Claim Determination Decision" shall mean a written decision of the Claims

Administrator pronouncing a Claimant's eligibility for Compensatory Payments under

the Settlement Agreement.

"Claim Package" shall mean a package provided by the Claims Administrator, to be

submitted by a Claimant pursuant to the Claims Administration Procedure.

"Claim Period" shall commence on the Effective Date, and shall expire at 12.01 a.m.,

Eastern Standard Time, on the one hundred and twentieth (120) day after the Effective

Date.

"Claim Review Decision" shall mean a written decision of the Adjudicator after a

Review.

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"Claims Administration Procedure" shall mean the procedure described in Article 8 of

the Settlement Agreement.

II Claims Administrator" shall mean Trilogy Class Action Services.

1/Classl/ shall be defined as:

(a) all women who were prescribed and ingested Alysena™ 28, purchased in

Canada between November 19,2012 and April15, 2013;

(b) all women who were prescribed Alesse™ 28, but who were instead

dispensed and ingested Alysena™ 28, purchased in Canada between

November 19,2012 and April15, 2013; and

(c) the biological fathers of infants born to women in Part (a) or (b) of this

definition [i.e. Resulting Children], after that time period.

I/ Class Counsel" shall mean Merchant Law Group LLP.

"Class Counsel's Fees and Disbursements" shall mean:

(a) $900,000 plus reasonable disbursements and applicable taxes thereon;

(b) an amount equal to 10% of the aggregate amount of Compensatory

Payments exceeding $2.5 million but not exceeding $4 million, plus

applicable taxes;

(c) an amount equal to 5% of the aggregate amount of Compensatory

Payments exceeding $4 million, plus applicable taxes;

(d) to the extent that an award is paid to a Public Health Insurer on account of

its subrogated claim, 5% of that amount shall be paid to Class Counsel as

fees; and

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(e) any other amount that a Claimant may pay to Class Counsel for assisting

him or her in preparing and submitting a Claim Package, or for

representing him or her on an Adjudication or a Review, plus

disbursements, provided that such amount shall not exceed 12.5% of the

Compensatory Payment awarded to that Claimant. Under no

circumstances shall Le6n Parma be responsible to pay any amount under

sub-section (e) of this definition, in the event of the Claimant's non­

payment.

"Class Members" shall mean members of the Class who do not opt out of the Alberta

Action.

"Class Period" shall mean the period of time between November 19, 2012 and April15,

2013.

"Compensatory Payment" shall mean a payment made to a Claimant pursuant to one

of the following categories:

(a) respecting a Claimant who did not become pregnant, but who suffered

psychological distress or anxiety as a result of the apprehension of

pregnancy due to learning of the mispackaging of Alysena™ 28, and

subsequently discovering, before June 2013, that there was no pregnancy:

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i. Up to $1,000 for all damages plus any out-of-pocket expenses. The

aggregate amount payable under subsection (a)(i) of this definition

shall be a maximum of $300,000, regardless of the number of

Claimants.

The Claims Administrator shall have the exclusive jurisdiction to

award Compensatory Payments under this subsection.

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If the full amount of $300,000 is not awarded as Compensatory

Payments under this subsection, then the remainder shall be

divided into three equal parts: one part to be paid to Le6n Parma's

insurer, one part to be paid to St. Francis Xavier University, in

Antigonish, Nova Scotia, and one part to be paid to the Children's

Hospital Foundation of Saskatchewan. The latter two parts shall be

paid to Class Counsel, in trust;

(b) respecting a Claimant who became pregnant, but did not carry to term:

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i. (a) $2,000 per month of pregnancy, to a maximum of five months,

or (b) for a pregnancy, the duration of which was more than five

months, $20,000, to be determined by the Claims Administrator;

u. an additional special award of up to $20,000 for medical or

psychological damage resulting from or attributable to pregnancy,

as agreed to by counsel for Le6n Parma, or as determined by the

Adjudicator, subject to evidence from a duly qualified physician or

psychologist, provided that any medical, psychological, or

psychiatric opinion was made concurrent with the causal event, or

within three months thereafter;

111. $500 per day of hospital stay, up to a maximum of $2,500, to be

determined by the Claims Administrator;

iv. related out-of-pocket expenses, up to $1,000 to be assessed by the

Claims Administrator, and if $1,000 is determined by the

Adjudicator on a Review to be inadequate, the Adjudicator may

award such amount as is justified on a proper evidentiary record;

v. loss of income, to a maximum of $5,000, to be determined by the

Claims Administrator;

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(c) respecting a Claimant who became pregnant and gave birth to a

Resulting Child:

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1. $20,000 on account of pregnancy, to be determined by the Claims

Administrator;

u. $10,000 for pain and suffering as a result of childbirth, inclusive of

stay in hospital for delivery, to be determined by the Claims

Administrator;

iii. up to $50,000 on account of Complications, to be determined by

the Adjudicator;

iv. related out-of-pocket expenses, up to $1,000 to be assessed by the

Claims Administrator, and if $1,000 is determined by the

Adjudicator on a Review to be inadequate, the Adjudicator may

award such amount as is justified on a proper evidentiary record;

v. loss of income, to a maximum of 80 percent of two months of the

Claimant's remuneration, provided that such loss arises from the

act of giving birth to be assessed by the Claims Administrator. If it

is determined by the Adjudicator on a Review that 80 percent of

two months of the Claimant's remuneration is inadequate, the

Adjudicator may award such amount as is justified on a proper

evidentiary record of actual loss arising from the act of giving

birth to a maximum of 80 percent of the Claimant's remuneration

for up to six months. The loss must be restricted to the period of

time that the Claimant was unable to work due to factors

associated with pregnancy and/ or childbirth. No amount shall be

awarded respecting any period of time in which the Claimant

voluntarily ceased work to care for the Resulting Child. The

quantum of this award shall be determined by the Claims

Administrator;

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vi. $5,000 as a special award for a scholarship for the Resulting Child,

to be paid to the Claimant, in trust for the Resulting Child;

vii. contribution to child-rearing costs

(A) for a healthy Resulting Child, $70,000, or

(B) for an extra needs Resulting Child, a minimum of $70,000,

and a maximum of $140,000, to be determined by the

Adjudicator. Entitlement shall be based on such evidence as

may be received by the Adjudicator, and pursuant to

whatever procedure the Adjudicator may determine to be

appropriate.

Payment of such an award for contribution to child-rearing costs

shall be apportioned as follows, depending on the circumstances:

(1) If the biological father of the Resulting Child, who is also a

Claimant, demonstrates that, pursuant to a court order in

favour of a corresponding female Claimant, or pursuant to a

child support agreement in favour of that corresponding

female Claimant, he is required to pay $500 or more per

month, and he has paid at least $5,000 by the date of

submission of the Claim Package, then 50% of the award

shall be paid to the biological father, and 50% shall be paid

to the corresponding female Claimant.

(2) If no such claim is made by the biological father, then the

entire amount of the award shall be paid to the

corresponding female Claimant.

For the purpose of entitlement to a Compensatory Payment, if both

parents are Claimants, they are to be treated as one Claimant.

Either the biological mother or father may apply to the Claims

Administrator for variation of the apportionment set out in

paragraph c.viii(l) above, based upon special circumstances, and

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the Claims Administrator shall refer the determination of any

equitable re-apportionment to the Adjudicator.

(d) in addition to amounts referred to in subsection (c)(vii) of this definition,

and respecting a Claimant who is the biological father of a Resulting

Child: related out-of-pocket expenses, up to $1,000, to be determined by

the Claims Administrator.

"Complications" shall mean any unusual medical condition arising out of the delivery

of a Resulting Child, but shall not include a Caesarian section, gestational diabetes, or

an episiotomy.

"Damages Brief"

(a) of a Claimant: In accordance with the instructions contained in the Claim

Package, it shall mean a summary of the quantum and itemization of the

damages claimed, all documentary evidence in support of a Claim,

including any will-say statements, and the factual and legal submissions

relied on in support of the Oaim, including an outline of any applicable

statutory or common law authorities.

(b) of Le6n Farma: It shall mean any responding evidence and submissions

as, in the opinion of counsel for Le6n Farma, are appropriate to respond to

the Claimant's Damages Brief.

"Defendants" shall mean Le6n Farma and Apotex, Inc.

"Deficiency Letter" shall mean a letter of the Claims Administrator advising the

Claimant of any deficiencies in his or her Claim Package.

"Effective Date" shall mean the later of the date on which any applicable appeal

periods arising from the Final Settlement Approval Order expire, and the date of the

final disposition of any such appeals.

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"Final Report" shall mean a report, prepared by counsel for Le6n Parma, with the input

of the Claims Administrator, setting out, inter alia:

(a) the number and most recent addresses of the Claimants;

(b) the number of Oaims accepted by the Claims Administrator;

(c) the number of Claims rejected by the Claims Administrator;

(d) the number of Claims considered on a Review;

(e) the number of Claims that proceeded to an Adjudication and that were

allowed or rejected; and

(f) the quantum of Compensatory Payments paid to Class Members, by

category.

"Final Settlement Approval Order" shall mean an order of the Alberta Court

approving the Settlement Agreement pursuant to section 35 of the Act.

"Honourarium" shall mean one or more of the following:

(a) $5,000 to be paid to the Representative Plaintiff,

(b) $3,000 to be paid to Tyler Cooke in the Alberta Action, or

(c) $2,500 to be paid to each petitioner in the Quebec Action,

in recognition of their respective undertakings to act on behalf of members of the Class.

These sums are to be paid to Class Counsel, in trust, within thirty (30) days of the

Effective Date.

"Notice Date" shall mean the date on which notice of the Settlement Agreement and

the date and location of the Settlement Approval Hearing is published on the Website

pursuant to Article 2(3) of the Settlement Agreement.

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' "Objection and Notice of Intention to Appear" shall mean a written objection to the

Settlement Agreement of a member of the Class, and a statement of whether he or she

intends to appear and make submissions at the Settlement Approval Hearing.

"Objection Period" shall mean the period of thirty (30) days commencing on the

Notice Date, which is for the purpose of filing an Objection and Notice of Intention to

Appear.

"Opt-Out Form" shall mean the written confirmation of a member of the Class to opt

out of this class proceeding.

"Other Counsel" shall mean any counsel other than Class Counsel who represent a

Claimant in the Claims Administration Procedure.

"Public Health Insurer" shall mean any statutory Canadian provincial or territorial

health or medical care body, plan, commission or other entity (for example, the Ontario

Health Insurance Plan), which is specifically empowered by its respective enabling

legislation to make direct or subrogated claims to recover the costs of providing

healthcare or other valid medical services to Class Members respecting Released

Claims.

"Preliminary Settlement Approval Order" shall mean the order granted by the Alberta

Court pursuant to Article 2 of the Settlement Agreement.

"Released Claims" shall mean any and all claims, demands, actions, suits, causes of

action, whether class, individual or otherwise in nature, including assigned claims,

whether known or unknown, asserted or unasserted, whether accrued, in whole or in

part, regardless of legal theory, existing now or arising in the future by any and all of

the Representative Plainti££ or the Class Members, arising out of or relating to the

purchase, use, manufacture, sale, dispensing, distribution, promotion, marketing,

regulatory approval, prescription, ingestion or labelling of Alysena™ 28 including

without limitation all claims arising out of the allegations set out in the pleadings of the

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Alberta Action, the Ontario Actions and the Quebec Action and all subrogated claims of

Public Health Insurers. Released Claims shall include, without limitation, all claims for

damages or remedies of whatever kind or character, known or unknown, which are

now recognized in law or equity, or that may be created and recognized in the future by

statute, regulation, judicial decision, or in any other manner, for personal injury and/ or

bodily injury, damage, death, fear of disease or injury, mental or physical pain or

suffering, emotional or mental harm, or loss of enjoyment of life; damages including but

not limited to punitive, aggravated, statutory and other multiple damages or penalties

of any kind; loss of wages, income, earnings, and earning capacity; medical expenses;

doctor, hospital, nursing and drug bills; loss of support, services, consortium,

companionship, society or affection, or damages to familial relations; consumer fraud,

refunds, unfair business practices, deceptive trade practices, and other similar claims

whether arising under statute, regulation, or judicial decision; wrongful death and

survival actions; medical screening and monitoring; injunctive and declaratory relief;

economic or business losses, or disgorgement of revenues or profits; costs or lawyers'

fees; and prejudgment and post-judgment interest.

"Released Parties" shall mean:

(a) the Defendants and each of their direct and indirect parents, subsidiaries,

affiliates, and divisions, together with each of their respective current and

former officers, directors, employees, trustees, representatives, lawyers,

agents, and insurers; any and all predecessors, successors, and/ or

shareholders of the Defendants, and each of their direct and indirect

parents, subsidiaries, affiliates, and divisions;

(b) any and all suppliers of components, materials, services, and technology

used in the manufacture of Alysena™ 28 including the labelling and

packaging thereof, and their respective affiliates, divisions, parents,

predecessors, subsidiaries, successors, and trustees, and each of their

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respective agents, directors, employees, insurers, lawyers, officers, and

current and former shareholders;

(c) all distributors of Alysena™ 28, including wholesale distributors, private

label distributors, retail distributors, hospitals, and clinics;

(d) any other person against whom the Class Members could attempt to

assert any claim, liability, or right to payment arising out of or related in

any way to the packaging of AlysenaTM 28, whether as a joint tortfeasor or

otherwise, under any theory of law or equity; and

(e) any past, present or future officer, director, shareholder, subsidiary,

employee, agent, servant, attorney, predecessor, trustee, successor, or

assignee of any of the above.

"Releasors" shall mean the Class Members, and their respective heirs, executors,

trustees, administrators, assigns, attorneys, representatives, partners, and insurers and

their predecessors, successors, heirs, executors, trustees, administrators, and assignees.

~~Representative Plaintiff" shall mean Petra Kohler.

"Resulting Child" shall mean a child born to a female Class Member after the Class

Period as a result of the alleged mispackaging of Alysena™ 28.

"Review" shall mean a review by the Adjudicator of a Claim Determination Decision.

"Settlement Approval Hearing" shall mean the hearing at which the parties seek the

Final Settlement Approval Order.

"Website" shall mean the website that is established by the Claims Administrator

pursuant to Paragraph 10(d) of the Certification Order, and whereon the Opt-Out Form,

hearing dates, court documents, and other court-approved communications,

information, and updates relating to this class proceeding shall be published.

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ARTICLE2:

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PRELIMINARY SETTLEMENT APPROVAL HEARING AND NOTICE OF SETTLEMENT APPROVAL HEARING

1. Upon the execution of the Settlement Agreement, the parties shall jointly move

for a Preliminary Settlement Approval Order to include the following relief:

(a) that the Claims Administrator undertakes all obligations required of it

before the Effective Date pursuant to the applicable terms of the

Settlement Agreement;

(b) that the forms of the notices to be given under Article 2(3) of the

Settlement Agreement, and the Objection and Notice of Intention to

Appear, are approved;

(c) that any means of giving notice of the Settlement Agreement, the

Settlement Approval Hearing, and the right of a member of the Class to

file an Objection and Notice of Intention to Appear, which supplements

the means of giving notice pursuant to Article 2(3) of the Settlement

Agreement, are approved; and

(d) that a date be set for tl1e Settlement Approval Hearing.

2. Le6n Farma shall have the Settlement Agreement, the contents of the Website,

the notice of the Settlement Agreement and the Settlement Approval Hearing,

and any other communications that will be posted on the Website, translated into

French. The Claims Administrator shall supply this material in English to

counsel for Le6n Farma for the purpose of such translation.

3. At least twenty (20) days before the Settlement Approval Hearing, the Claims

Administrator shall publish on the Website the notice of application for the Final

Settlement Approval Order, and the date and location of the Settlement

Approval Hearing, and shall notify the Public Health Insurers in writing.

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· 4. Le6n Parma shall pay the cost of giving any notices ordered by the Alberta Court

under this Article, or in the further administration of the Settlement Agreement.

5. Before the Settlement Approval Hearing, the Claims Administrator shall file with

the Alberta Court all Objections and Notices of Intention to Appear, received

during the Objection Period, and shall provide copies of them to Class Counsel

and counsel for Le6n Parma.

ARTICLE3: OPTING OUT, OBJECTING, AND INTENTION TO APPEAR

1. Class Counsel shall not act for any opted-out member of the Class against any

Released Party with respect to a Released Claim.

2. During the Objection Period, any member of the Class may submit an Objection

and Notice of Intention to Appear, but a member of the Class who opts out shall

not appear or be heard at the Settlement Approval Hearing.

ARTICLE4: FINAL SEmEMENT APPROVAL ORDER AND SETTLEMENT APPROVAL HEARING

1. After the Objection Period, the parties shall jointly move for a Final Settlement

Approval Order, in which it shall be ordered, inter alia, that:

(a) the Settlement Agreement is fair, reasonable, and in the best interests of

the Class;

(b) Le6n Parma shall pay Compensatory Payments to eligible Claimants, any

Honorarium, Class Counsel's Fees and Disbursements, and the fees and

disbursements of the Claims Administrator and the Adjudicator, as

agreed to herein;

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(c) The Claims Administrator shall be appointed to administer the Claims

Administration Procedure;

(d) the Adjudicator shall be appointed to determine Claims submitted to him

for Review or Adjudication under the Claims Administration Procedure;

(e) the Released Claims of the Releasers shall be released, and the Releasers

shall be forever barred from commencing or continuing actions against

Released Parties with respect to Released Claims, in accordance with

Article 11 hereof;

(f) any Party may bring a motion to the Alberta Court to seek directions with

respect to the implementation or interpretation of the Settlement

Agreement, such motion to be on notice to the parties; and

(g) within ninety (90) days of the day on which the last Claim is administered

pursuant to the Claims Administration Procedure, counsel for Le6n Farma

shall file the Final Report with the Alberta Court.

2. At least twenty (20) days before the return of the application, the Claims

Administrator shall post on the Website the notice of application for the Final

Settlement Approval Order, and the date of the Final Settlement Approval

Hearing.

3. The Settlement Agreement shall become effective on the Effective Date.

ARTICLES: EFFECT OF NON-APPROVAL, OR AMENDMENT OF THE SETTLEMENT AGREEMENT

1. If the Settlement Agreement is not preliminarily or finally approved by the

Alberta Court, in its entirety and without modification, the offensive clause[s] or

terrn[s] may be severed or modified by the parties.

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· 2. Class Counsel shall not enter into any agreement, of any kind whatsoever, with

any other counsel who represent a putative class relating to the same or similar

subject-matter that is addressed in the Settlement Agreement, except with the

prior, written consent of counsel for Le6n Farma.

3. The Settlement Agreement, and all negotiations, statements, and proceedings

related to it, shall be without prejudice to the rights of the parties.

4. The parties agree that irrespective of whether it is approved by the Alberta

Court, the Settlement Agreement (and the fact of its negotiation and execution)

shall not constitute an admission of liability by Le6n Farma, or be used against

Le6n Farma for any purpose in this or any other proceeding in Canada or

elsewhere with respect to Released Claims. Furthermore, the Settlement

Agreement (and the fact of its negotiation and execution) shall not be used by

any entity, whether or not a party to these proceedings, in an effort to establish

any of the alleged facts, the jurisdiction of the Canadian courts over any foreign

party, or the certification of any other proceedings in any province of Canada.

Le6n Farma further specifically denies that the Settlement Agreement constitutes

an admission that the definition of Oass contained herein constitutes a class or

classes appropriate for litigation purposes.

ARTICLE6: APPOINTMENT AND ROLE OF THE CLAIMS ADMINISTRATOR

1. The Claims Administrator shall offer services in French and English.

2. The Claims Administrator shall be responsible for:

(a) receiving, reviewing, and creating and storing electronic copies of every

submitted Claim Package;

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(b) setting up and maintaining the Website to disseminate information about

the Claims Administration Procedure, to answer commonly asked

questions, and to publish the Settlement Agreement and related

documentation;

(c) establishing a toll-free telephone number whereby members of the Class

can direct inquiries about this class proceeding;

(d) periodically advising Class Counsel and counsel for Le6n Farma of the

number of Claim Packages received, as well as providing the names,

addresses, telephone numbers, fax numbers, and e-mail addresses of

Claimants;

(e) forwarding completed Claim Packages to counsel for Le6n Farma;

(£) providing notices of Claims and other matters required by the Settlement

Agreement to Public Health Insurers;

(g) forwarding the Claim Package, Damages Brief, and any other supporting

documentation to the Adjudicator with respect to any Claim that is

submitted for a Review or Adjudication;

(h) preparing and sending Acknowledgment Letters, Deficiency Letters,

Claim Determination Decisions and redeterminations of Claim

Determination Decisions, lists of Claimants authorized for payment

pursuant to Article 10(9) of the Settlement Agreement, and any other

necessary correspondence or communications to, from, or between

Claimants, Class Counsel, Other Counsel, Public Health Insurers, counsel

for Le6n Farma, and the Adjudicator, as required by, or incidental to the

administration of, the Settlement Agreement;

(i) seeking final authority and agreement from counsel for Le6n Farma with

respect to any award for a Compensatory Payment;

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G) requisitioning funds from counsel for Le6n Farma to pay Compensatory

Payments and other amounts under the Settlement Agreement; and

(k) anything that is required by, or incidental to, the duties of the Claims

Administrator, described in Article 8 or any other relevant provision of

the Settlement Agreement.

3. The Claims Administrator shall be entitled to fair and reasonable compensation

and disbursements, in satisfaction of its obligations under the Settlement

Agreement, including the establislunent and maintenance of the electronic

infrastructure that is required to implement it.

4. The Claims Administrator shall provide itemized billing, on a monthly basis or

as otherwise agreed to by Le6n Farma and the Claims Administrator.

5. The Claims Administrator shall properly and prudently delegate to its

employees all work associated with its obligations under the Settlement

Agreement, commensurate with the degree of skill required.

6. Any information provided by or regarding Class Members, or otherwise

obtained pursuant to the Settlement Agreement, shall be kept strictly confidential

and shall not be disclosed except to appropriate persons, and only to the extent

necessary to process Claims or to provide benefits under the Settlement

Agreement, as otherwise expressly provided for in the Settlement Agreement, or

as required by law.

7. The Claims Administrator, the Adjudicator, and/ or any persons appointed by

them to assist in the administration of the Settlement Agreement shall execute a

confidentiality agreement, in a form satisfactory to the parties, pursuant to which

they shall agree to keep confidential any information whatsoever concerning

Claims, except information that is required to be disclosed to Public Health

Insurers, as specified herein.

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· 8. The Claims Administrator shall institute and maintain strict internal procedures

to reasonably protect the identity of all Claimants and all information regarding

their Claims. In particular, Claim Packages and Damages Briefs shall be kept

strictly confidential and shall not be provided to any person or entity unless

provided for in the Settlement Agreement or as required by law.

9. Class Counsel and counsel for Le6n Farma shall have access to all information

maintained by the Claims Administrator regarding Claimants and the processing

and payment of Claims. Other Counsel shall have access to all information

maintained by the Claims Administrator regarding only their own Claimants

and the processing and payment of Claims relating to only their own Claimants.

10. All written communications with Claimants shall be conducted by e-mail or by

regular mail to the last address provided by the Claimant. Each Claimant shall

keep the Claims Administrator apprised of his or her current contact

information.

11. If, for any reason, the Claims Administrator becomes unable or unwilling to

continue to act in this role, the parties may choose an alternate claims

administrator, subject to the approval of the Alberta Court.

ARTICLE 7: APPOINTMENT AND ROLE OF THE ADJUDICATOR

1. The parties agree that the Honourable Michel Bastarache shall be appointed as

the Adjudicator for any Reviews and Adjudications that arise pursuant to the

terms and conditions of the Settlement Agreement.

2. The Adjudicator shall be entitled to compensation of $500 per hour plus

applicable taxes. His full-day rate (8 hours) shall be $4,000, and his half-day rate

shall be $2,000.

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· 3. The Adjudicator may employ a qualified individual, if necessary, to assist him in

discharging his role under the Settlement Agreement, and that individual shall

be entitled to compensation in the amount of up to $250 per hour.

4. The Adjudicator shall act strictly in accordance with the terms of the Settlement

Agreement and the procedures outlined in the Claim Package. The Adjudicator

shall have jurisdiction to:

(a) conduct Adjudications of parts of Claims referred to him by the Claims

Administrator; and

(b) affirm or vary Claim Determination Decisions by way of a Review.

5. Once the Adjudicator has reached a decision with respect to an Adjudication or a

Review, he shall prepare and submit a Claim Adjudication Decision or a Oaim

Review Decision to the Claims Administrator.

6. There shall be no right of appeal or review by the Alberta Court, or any court,

with regard to a Claim Adjudication Decision or a Claim Review Decision.

7. If the Adjudicator is unable or unwilling to continue to act, a substitute

adjudicator shall be appointed, by agreement of the parties or by order of the

Alberta Court.

ARTICLE 8: CLAIMS ADMINISTRATION PROCEDURE

1. Claims under this Settlement Agreement shall be administered, as described in

the Claim Package and as set out in this Article.

2. During the Claim Period, a Claimant shall submit a completed Claim Package to

the Claims Administrator.

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3. The Claims Administrator shall review the Claim Package to determine

completeness. If the Claim Package is incomplete or in any way deficient, the

Claims Administrator shall send a Deficiency Letter to the Claimant, and shall

grant the Claimant forty-five (45) days to amend or supplement it.

4. Once the Oaim Package is complete, the Claims Administrator shall assess the

Claim for eligibility for Compensatory Payments, and shall prepare and send a

Claim Determination Decision to the Claimant.

5. Claims that are subject to an Adjudication under the Settlement Agreement shall

be forwarded to the Adjudicator.

6. Within thirty (30) days of the date of the Claim Determination Decision,

(a) a Claimant may request a reconsideration of all or part of the Claim

Determination Decision, based upon information that was not available to

the Claimant with reasonable diligence at the time he or she submitted his

or her Claim Package. In that event, the Claims Administrator may

reconsider the Claim Determination Decision, in which case the thirty

(30)-day period shall start to run from the date that the Claims

Administrator informs the Claimant, in writing, of the result of the

reconsideration; or

(b) a Claimant may request a Review of all or part of the Claim Determination

Decision by submitting a written request to the Claims Administrator, in

which the basis of the request shall be particularized, together with a

Damages Brief. The Claims Administrator shall forward the Claim

Package, Damages Brief, and the request to the Adjudicator for a Review.

7. A Review or reconsideration of a Claim Determination Decision shall be based

on the contents of the Claim Package as originally submitted, or as amended or

supplemented in accordance with Article 8(3) or Article 8(6)(a).

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8. A Review shall be made by the Adjudicator within thirty (30) days of receiving a

request for a Review. Forthwith, a Claim Review Decision shall be provided to

the Claimant and to the Claims Administrator.

9. In relation to a Claimant entitled to an Adjudication, the Claims Administrator

shall submit a Claim Package, together with the applicable Damages Brief, to the

Adjudicator for an Adjudication. The Adjudicator shall review the Claim

Package and Damages Brief, and shall conduct an Adjudication. Upon

completing the Adjudication, a Claim Adjudication Decision shall be provided to

the Claimant and to the Claims Administrator.

ARTICLE 9: SETTLEMENT BENEFITS

1. Pursuant to the terms and conditions of the Settlement Agreement, Le6n Farma

shall pay:

(a) Compensatory Payments in accordance with the Claims Administration

Procedure;

(b) any amounts due to Public Health Insurers;

(c) Honouraria;

(d) all costs associated with any notices required to be gtven under the

Settlement Agreement, including French translations thereof;

(e) all costs associated with the administration and implementation of the

Settlement Agreement including the Claims Administration Procedure;

(f) all fees and disbursements of the Claims Administrator and the

Adjudicator, as set out herein;

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(g) Class Counsel's Fees and Disbursements, as stipulated in the Settlement

Agreement; and

(h) any other amounts provided for in the Settlement Agreement.

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ARTICLElO: PAYMENT SCHEDULE

1. Le6n Parma shall be responsible for the French translation of the Settlement

Agreement, and the provision and translation of any notices required to be given

under the Settlement Agreement.

2. Within thirty (30) days of the Effective Date, Le6n Parma shall pay to Class

Counsel the amount of $900,000 plus reasonable disbursements and applicable

taxes, and thereafter shall pay any additional sums required pursuant to the

definitions of Class Counsel's Fees and Disbursements and Compensatory

Payments, as and when they can be quantified.

3. Within thirty (30) days of the date of a Oaim Determination Decision, Le6n

Parma shall pay any Compensatory Payments that are not subject to a Review,

directly to Claimants who are unrepresented, and to Class Counsel or Other

Counsel on behalf of represented Claimants.

4. Within thirty (30) days of the date of a Claim Adjudication Decision or a Claim

Review Decision, Le6n Parma shall pay any remaining Compensatory Payments

that are not subject to a Review, directly to Claimants who are unrepresented,

and to Class Counsel or Other Counsel on behalf of represented Claimants.

5. Le6n Parma shall pay any remaining amounts owed to Class Counsel on account

of Class Counsel's Fees and Disbursements, within sixty (60) days of the date

that the Claims Administrator determines that the last Claim has been

administered pursuant to the terms of the Settlement Agreement.

6. Le6n Parma shall pay the fees and disbursements of the Claims Administrator

and the Adjudicator on an ongoing basis.

7. As a condition precedent to the receipt o£ a Compensatory Payment, a Claimant

must provide his or her name, address, Public Health Insurer(s), and public

health insurance number to the Claims Administrator, together with a written

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consent to permit the Claims Administrator to forward that information to his or

her Public Health Insurer(s).

8. Respecting any direct or subrogated claims of Public Health Insurers, and subject

to the 5% of any award to be paid to Class Counsel under Part (d) of the

definition of Class Counsel's Fees and Disbursements, Le6n Farma shall pay the

Public Health Insurers in full on account of their subrogated claims to which they

are entitled, and in accordance with the Settlement Agreement.

9. The Claims Administrator shall, from time to time, provide to the Public Health

Insurers a list of Claimants who have been awarded Compensatory Payments in

accordance with the Settlement Agreement, together with any information

provided by Claimants pursuant to Article 10(7). Thereafter, a Public Health

Insurer may submit a claim to counsel for Le6n Farma within thirty (30) days of

notification. It shall have a further sixty (60) days to attempt to reach agreement

with Le6n Parma respecting the quantum of compensation.

10. The parties agree that Le6n Farma shall not be liable for, or be a proper party to,

any dispute related to any alleged harm or injury suffered by any Class Member

by reason of the use or alleged misuse of funds administered under the

Settlement Agreement, or of any erroneous disbursement(s) or other action

taken, or failure to act, with respect to such funds.

ARTICLE 11: RELEASE

1. On the Effective Date, the Releasers shall forever and absolutely release the

Released Parties from the Released Claims, save and except that the Releasers

shall not release Le6n Farma with respect to any and all subrogated claims of any

Public Health Insurer, in accordance with Article 10(9) of the Settlement

Agreement.

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· 2. Upon the approval of the Settlement Agreement, the Releasors and Class

Counsel shall not now or hereafter institute, continue, maintain or assert, either

directly or indirectly, whether in Canada or elsewhere, on their own behalf or on

behalf of any class or any other person, any action, suit, cause of action, claim, or

demand against any Released Party or any other person who may claim

contribution or indemnity from any Released Party in respect of any Released

Claim or any matter related thereto, except as otl1erwise provided for in the

Settlement Agreement.

3. If approved by the Alberta Court, the Settlement Agreement shall be binding

upon, and enure to the benefit of, the Representative Plaintiff, the Class

Members, the Defendants, the Released Parties, and the Releasors, on the

Effective Date.

4. Without limiting the generality of the foregoing, each and every covenant and

agreement made herein by the Representative Plaintiff shall be binding upon all

Releasors, and each and every covenant and agreement made herein by the

Defendants shall be binding upon all of the Released Parties.

5. In the event that litigation, commenced or continued by any Class Member

against another person, or by another person against a Class Member, arising out

of or in any way relating to the Released Claims, results in a claim over or

judgment against the Defendants and/ or any other Released Party, that Class

Member shall fully hold harmless, reimburse, and indemnify the Defendants

and/ or such other Released Party for such amount.

ARTICLE12: MISCELLANEOUS

1. The Settlement Agreement constitutes the entire agreement between the parties

pertaining to the subject-matter hereof, and supersedes all prior understandings,

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representations, negotiations, discussions, and agreements, either oral or written,

which may have occurred prior to or subsequent to the execution of the

Settlement Agreement.

2. If the parties believe that an amendment to the Settlement Agreement is

necessary, a motion may be brought to the Alberta Court, on consent, to approve

the proposed amendment.

3. There are no other representations between the parties in connection with the

subject-matter of the Settlement Agreement except as specifically set forth herein,

and none has been relied upon by the parties in entering into the Settlement

Agreement.

4. The Alberta Court shall retain continuing jurisdiction over the Alberta Action,

including the parties and Class Members, respecting matters that arise pursuant

to or as a result of the Settlement Agreement. In particular, it shall retain

continuing jurisdiction over:

(a) all disputes relating to the proper interpretation of the Settlement

Agreement, and any matters arising during the course of its

implementation may be resolved on application to the Alberta Court;

(b) the reasonableness of amounts claimed by Class Counsel under clause (e)

of Class Counsel's Fees and Disbursements and any amounts claimed by

Other Counsel for representing Claimants in the Claims Administration

Procedure; and

(c) the Settlement Agreement to ensure that all payments and disbursements

are properly made, and to interpret and enforce its terms and conditions.

5. The Settlement Agreement shall be governed by and interpreted in accordance

with the applicable laws of Alberta and Canada. All disputes arising out of or in

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connection with the Settlement Agreement shall be submitted to and be subject to

the exclusive jurisdiction of the Alberta Court.

6. All dollar amounts set forth in the Settlement Agreement are expressed m

Canadian currency.

7. The parties and their respective counsel agree that when publicly commenting on

the Claims that have been settled pursuant to the Settlement Agreement, they

shall, amongst other things:

(a) inform the inquirer that all Claims have been settled pursuant to the

Settlement Agreement and to the satisfaction of the parties and the

Claimants;

(b) inform the inquirer that the settlement of the Claims, which are subject to

the Settlement Agreement, is fair, reasonable, and in the best interests of

the Class; and

(c) decline to comment in a manner that would cast the conduct of any party

in a negative light, or reveal anything expressed, either orally or in

writing, during settlement negotiations.

8. The Settlement Agreement shall be deemed to have been mutually prepared by

the parties and shall not be construed against any of them solely by reason of

authorship.

9. The parties and their respective counsel shall expeditiously do all things that

may reasonably be required to give effect to the Settlement Agreement.

10. The parties agree that the Settlement Agreement may be executed by their

respective counsel and in counterparts, each of which shall be deemed to be an

original. Executed counterparts taken together shall constitute the complete

Settlement Agreement.

12964648.1

EXECUTED this Cj~ day of October, 2015

EXECUTED this 9th day of October, 2015

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oratorios Leon Farrna SA

MERCHANT LAW GROUP LLP on behalf of the Plaintiffs