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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

MICHAEL GOLDEMBERG, ANNIE LE, and HOWARD PETLACK, on behalf of themselves and all others similarly situated,

Plaintiffs,

v. JOHNSON & JOHNSON CONSUMER COMPANIES, INC., Defendant.

Case No. 7:13-cv-03073-NSR-LMS DECLARATION OF TODD S. GARBER IN SUPPORT OF PLAINTIFFS’ UNCONTESTED MOTION FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT

DECLARATION OF TODD S. GARBER

I, Todd S. Garber, declare pursuant under penalty of perjury to 28 U.S.C. § 1746 that the

foregoing is true and correct:

1. I am a partner in the law firm of Finkelstein, Blankinship, Frei-Pearson & Garber,

LLP (“FBFG”), counsel for Plaintiffs in the above-captioned action. I respectfully submit this

Declaration in support of Plaintiffs’ Uncontested Motion for Preliminary Approval of Class

Action Settlement.

Background of the Litigation and Settlement Discussions

2. Plaintiff Michael Goldemberg filed a putative class action complaint (Dkt. 1) on

May 7, 2013, docketed as Case No. 7:13-cv-03073-NSR-LMS, against Johnson & Johnson

Consumer Companies, Inc. (“J&JCC”) in the United States District Court for the Southern

District of New York. The Complaint raised a cause of action against Defendant for deceptive

acts or practices in violation of New York GBL § 349, as well as claims for breach of express

warranty and unjust enrichment under New York common law.

Case 7:13-cv-03073-NSR-LMS Document 110 Filed 05/26/17 of 5

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3. On October 9, 2013, pursuant to the Court’s briefing schedule, Defendant filed its

Motion to Dismiss for Failure to State a Claim (Dkt. 9), and Goldemberg filed his Opposition to

Defendant’s Motion to Dismiss (Dkt. 12).

4. On March 27, 2014, with the exception of Goldemberg’s unjust enrichment claim,

this Court issued an Order denying Defendant’s Motion to Dismiss (Dkt. 20). See Goldemberg

v. Johnson & Johnson Consumer Cos., No. 13-3073 at 9 (S.D.N.Y. Mar. 27, 2014).

5. On June 26, 2014, the Court appointed Goldemberg as Interim Lead Plaintiff and

appointed FBFG and Reese Richman LLP as Interim Co-Lead Class Counsel (Dkt. 34). On July

16, 2014, Goldemberg, joined by Plaintiffs Annie Le and Howard Petlack, filed an Amended

Complaint (Dkt. 37) in the United States District Court for the Southern District of New York.

In addition to the three claims arising under New York GBL § 349 and common law, the

Amended Complaint raised six causes of action against Defendant:

a. intentional misrepresentation under New Jersey common law;

b. false advertising in violation of the California FAL, Cal. Bus. & Prof. Code § 17500 et seq.;

c. unfair and unlawful business acts or practices in violation of the California UCL, Cal. Bus. & Prof. Code § 17200 et seq.;

d. unfair methods of competition and unfair or deceptive acts or practices in

violation of the California CLRA, Cal. Civ. Code § 1750 et seq.;

e. breach of express warranty under California common law; and

f. unfair or deceptive acts or practices in the conduct of trade or commerce in violation of the FDUPTA, Fla. Stat. § 501.201 et seq.

6. On August 29, 2014, Plaintiffs Goldemberg, Le, and Petlack filed a Second

Amended Complaint (Dkt. 42). The Second Amended Complaint raised the same causes of

action as the Amended Complaint, with the exception of the claim for intentional


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misrepresentation under New Jersey common law, and with the addition of a claim for breach of

express warranty under Florida common law.

7. On December 18, 2015, following fact discovery (including depositions of all

three named plaintiffs), expert discovery, and extensive briefing, Plaintiffs filed their Notice of

Motion for Class Certification (Dkt. 69) and Memorandum of Law in Support (Dkt. 70), and

Defendant filed its Opposition (Dkt. 73). Plaintiffs sought to certify three statewide classes of

individuals who purchased products in New York, California, and Florida during the class

period. In support of certification, Plaintiffs proffered a damages model proposal prepared by

damages expert Dr. Jean-Pierre H. Dubé. On January 19, 2016, Defendant filed a Motion in

Limine To Exclude The Expert Report of Dr. Jean-Pierre H. Dubé which Plaintiffs opposed.

(Dkt. 80-84).

8. On October 4, 2016, the Court issued a 47-page opinion certifying this case for

class treatment and denying Defendant’s Daubert motion. (Dkt. 98). See Goldemberg v. Johnson

& Johnson Consumer Cos., 317 F.R.D. 374 (S.D.N.Y. 2016).

9. On October 18, 2016, Defendant filed a Second Circuit petition to appeal the class

certification ruling pursuant to Federal Rule of Civil Procedure 23(f), which Plaintiffs opposed.

On January 18, 2017, the Second Circuit denied the petition for leave to appeal.

10. Throughout this Action, the Parties engaged in extensive motion practice. Aside

from the motion to dismiss the Action, the Parties fully briefed Plaintiffs’ motion for

appointment of interim lead counsel and their motion for class certification and J&JCC’s

opposition thereto.

11. Plaintiffs have been actively protecting claims in the interests of the class. Each

of the three named Plaintiffs has responded to written discovery requests. They have produced


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documents relating to their purchases of Defendant’s product, and they each sat for lengthy

depositions. Each also demonstrated an understanding of both the basis of the claims and the

role of a class representative.

12. On January 6, 2017, the Parties engaged in a full-day mediation session before

Professor Eric D. Green of Resolutions, LLC. That mediation was followed by weeks of

continued negotiation through the mediator. It was only after extended arm’s-length negotiations

under the auspices of Professor Green that the Parties reached an agreement in principle with

respect to a compromise and settlement of the claims raised in the Action.

13. Attached as Exhibit A is a true and correct copy of the proposed Settlement

Agreement.

FBFG Has Experienced Consumer Class Action Attorneys

14. FBFG will fairly and adequately represent the interests of all class members.

FBFG has a proven track record of zealously and successfully advancing the interests of class

members in consumer class actions.

15. FBFG has more than sufficient resources to represent the class. FBFG’s attorneys

are highly qualified and have extensive experience in complex civil litigation and consumer class

actions. We are at the forefront of class action litigation concerning false and misleading

labeling cases. We understand the duties imposed upon class counsel in consumer class actions

and have proven adept at all phases of litigation, from discovery and motion practice to trial and

appeal or settlement.

16. FBFG’s partners have been recognized as “Super Lawyers” and have been

selected by their peers as amongst the New York area’s “Best Lawyers.” The firm’s lawyers

have been selected for admission to the Top Trial Lawyers in America™ and to the Litigation


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Counsel of America’s Trial Lawyer Honorary Society, as well as inducted as Fellows in the

American Bar Foundation.

17. FBFG attorneys have successfully litigated complex class actions in federal and

state courts all across the country and have obtained successful results for clients against some of

the world’s largest corporations. A sampling of the Firm’s more significant past and present

cases can be found in the Firm’s Resume, a copy of which is attached hereto as Exhibit B.

18. FBFG has been appointed class counsel numerous times.

19. FBFG attorneys have the requisite knowledge of the substantive and procedural

law to prosecute this class action. FBFG has committed its resources to the vigorous litigation of

this case, has identified appropriate claims, and has aggressively pursued discovery to establish

the evidence necessary to obtain class certification and to prevail on the merits.

Executed on May 26, 2017 in White Plains, New York.

FINKELSTEIN, BLANKINSHIP, FREI-PEARSON & GARBER, LLP

By: /s/ Todd S. Garber Todd S. Garber


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EXHIBIT A

Case 7:13-cv-03073-NSR-LMS Document 110-1 Filed 05/26/17 Page 1 of 46

IN THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF NEW YORK


Plaintiffs,

vs.

JOHNSON & JOHNSON CONSUMER COMPANIES, INC.,

Defendant.

Case No.: 7:13-cv-03073-NSR-LMS

Hon. Nelson S. Roman

JOINT STIPULATION OF SETTLEMENT

I. RECITALS

A. This Joint Stipulation of Settlement ("Agreement") is entered into by and among

Plaintiffs, Michael Goldemberg ("Goldemberg"), Annie Le ("Le"), and Howard Petlack

("Petlack") (collectively "Plaintiffs"), on behalf of themselves and the Settlement Class

Members, and Defendant, Johnson & Johnson Consumer Companies, Inc., presently organized

under Johnson & Johnson Consumer, Inc., ( "J&JCC" or "Defendant"), and resolves in full this

Action. Capitalized terms used herein are defined in Section II of this Agreement or indicated in

parentheses elsewhere in this Agreement. Subject to Court approval as required by the applicable

Federal Rules of Civil Procedure, and as provided herein, Plaintiffs and Defendant ("the

Parties") hereby stipulate and agree that, in consideration for the promises and covenants set

forth in the Agreement and upon the entry by the Court of a Final Judgment and Order

Approving Settlement and the occurrence of the Effective Date, this Action shall be settled and

compromised upon the terms and conditions contained herein.

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B. WHEREAS, on April 8, 2013, Plaintiff Goldemberg sent Defendant a notice letter

and draft Complaint regarding a potential civil action to be filed in the United States District

Court for the Southern District of New York regarding certain of J&JCC's products. Thereafter,

on May 7, 2013, Plaintiff Goldemberg filed a class action complaint against Defendant asserting

a claim under New York's consumer-protection statute for deceptive acts and practices, as well

as New York common law claims for breach of express warranty and unjust enrichment,

regarding Defendant's Aveeno Active Naturals Products (the "Aveeno Products"), advertised as

"Active Naturals." Goldemberg v. Johnson & Johnson Consumer Cos., Inc., No. 7:13-cv-03073-

NSR (S.D.N.Y.) (the "Action"). Subsequently, on July 16, 2014, Plaintiff Goldemberg, along

with Plaintiffs Le and Petlack, filed an Amended Complaint in the Southern District of New

York. In addition to the three claims asserted in the original complaint, the Amended Complaint

raised causes of action for intentional misrepresentation under New Jersey common law; false

advertising, unfair and unlawful business acts or practices, and unfair methods of competition

and unfair or deceptive acts or practices under California's consumer-protection statutes; breach

of express warranty under California common law; and unfair or deceptive acts or practices in

the conduct of trade or commerce under Florida's consumer-protection statute. On August 29,

2014, Plaintiffs filed a Second Amended Complaint ("SAC") that removed the claim for

intentional misrepresentations under New Jersey common law and otherwise reasserted the

claims in the Amended Complaint. J&JCC filed an Answer to the SAC on September 18, 2014

denying the allegations and claims asserted in the SAC.

C. WHEREAS, on October 4, 2016, the Court certified damages classes of

individuals who purchased certain Aveeno Products in New York, California, and Florida during

the class period. In addition, the Court certified Rule 23(b )(2) classes for injunctive reliefi

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D. WHEREAS, counsel for all Parties have reached the resolution set forth in this

Agreement, providing for, among other things, the settlement of the Action between and among

Plaintiffs, on behalf of themselves and the Settlement Class, and Defendant on the terms and

subject to the conditions set forth below; and

E. WHEREAS, Class Counsel have determined that a settlement of this Action on

the terms reflected in this Agreement is fair, reasonable, adequate, and in the best interests of

Plaintiffs and the Settlement Class; and

F. WHEREAS, Defendant, to avoid the costs, disruption, and distraction of further

litigation, and without admitting the truth of any allegations made in the Action, or any liability

with respect thereto, has concluded that it is desirable that the claims against it be settled and

dismissed on the terms reflected in this Agreement.

NOW, THFRFFORF, this Agreement is entered into by and among the Parties, by and

through their respective counsel and representatives, and in consideration of the mutual

promises, covenants, and agreements contained herein and for value received, the Parties agree

that: (1) upon the Effective Date, the Action and all Released Claims shall be settled and

compromised as between Plaintiffs and the Settlement Class on the one hand, and J&JCC on the

other hand; and (2) upon final approval of the Agreement, the Final Judgment and Order

Approving Settlement shall be entered dismissing the Action with prejudice and releasing all

Released Claims against the Released Parties.

II. DEFINITIONS

A. As used in this Agreement and the attached exhibits (which are an integral part of

the Agreement and are incorporated in their entirety by reference), the following terms shall have

the meanings set forth below, unless this Agreement specifically provides otherwise:

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1. "Action" means Goldemberg v. Johnson & Johnson Consumer

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Companies, Inc., Case No. 7:13-cv-03073-NSR (S.D.N.Y.).

2. "Agreement" means this Joint Stipulation of Settlement (including all

exhibits attached hereto).

3. "Attorneys' Fees and Expenses" means such attorneys' fees and expenses

as may be awarded by the Court to compensate Class Counsel (subject to Court approval), as

described more particularly in Section X of this Agreement.

4. "Authorized Claimant(s)" means any Settlement Class Member who

submits a valid Claim Form.

5. "Award" means the relief obtained by Settlement Class Members pursuant

to Section IV of this Agreement.

6. "Claim" means a request for relief submitted by a Settlement Class

Member on a Claim Form to the Settlement Administrator in accordance with the terms of the

Agreement.

7. "Claim Form" means the form to be used by a Settlement Class Member

to submit a Claim to the Settlement Administrator. The proposed Claim Form is subject to Court

approval and attached hereto as Exhibit 5.

8. "Claims Deadline" means the date by which all Claim Forms must be

postmarked or submitted online to the Settlement Administrator to be considered timely. The

Claims Deadline shall be stated in the Preliminary Approval Order, Class Notice, on the

Settlement Website, and in the Claim Form, and shall be no later than the 120th Day after the

date of the first publication of the Long-form Notice or Short-form Notice, whether online, via

print publication, or via press release, whichever is earlier. All Claims postmarked or submitted

online after the Claims Deadline shall be untimely and barred from entitlement to any monetary

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Award, unless the Parties agree otherwise.

9. "Class Counsel" means Todd S. Garber, D. Gregory Blankinship, and

Jeremiah Frei-Pearson of Finkelstein, Blankinship, Frei-Pearson & Garber, LLP and Kim E.

Richman of the Richman Law Group.

10. "Class Notice" or "Notice" means the forms of notice to be disseminated

to Settlement Class Members informing them about the Agreement. Copies of each of the

proposed Notices are attached respectively as Exhibits 3 ("Long-form Notice") and 4 ("Short-

form Notice") and will be submitted to the Court for approval in connection with the Motion for

Preliminary Approval of Settlement.

11. "Class Period" means May 7, 2007, up to and including the date the Court

enters the Preliminary Approval Order.

12. "Class Representatives" or "Plaintiffs" means Michael Goldemberg,

Annie Le, and Howard Petlack.

13. "Court" means the U.S. District Court for the Southern District of New

York, in which the Action was filed and where the parties will seek approval of the Settlement.

14. "Covered Products" means any size of any Aveeno product bearing the

phrase "Active Naturals" on its label, including the following:

• A veeno Active Naturals Daily Moisturizing Lotion; • Aveeno Active Naturals Daily Moisturizing Body Wash; • Aveeno Active Naturals Daily Moisturizing Lotion with Broad Spectrum SPF 15; • Aveeno Active Naturals Skin Relief24hr Moisturizing Lotion; • Aveeno Active Naturals Skin Relief Healing Ointment; • A veeno Active Naturals Skin Relief Overnight Cream; • Aveeno Active Naturals Skin Relief Hand Cream; • Aveeno Active Naturals Skin Relief Moisture Repair Cream; • Aveeno Active Naturals Skin Relief Body Wash; • Aveeno Active Naturals Skin Relief Shower & Bath Oil; • Aveeno Active Naturals Eczema Therapy Moisturizing Cream; • Aveeno Active Naturals Positively Nourishing Calming Body Lotion;

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• A veeno Active Naturals Positively Nourishing Comforting Whipped Souffle; • A veeno Active Naturals Positively Nourishing Energizing Body Lotion; • Aveeno Active Naturals Positively Nourishing Hydrating Body Wash; • Aveeno Active Naturals Positively Nourishing Antioxidant Infused Body Wash

with White Peach and Ginger; • Aveeno Active Naturals Positively Nourishing Smoothing Body Wash; • Aveeno Active Naturals Positively Nourishing Calming Body Wash; • A veeno Active Naturals Positively Ageless Firming Body Lotion; • A veeno Active Naturals Positively Ageless Skin Strengthening Hand Cream; • Aveeno Active Naturals Stress Relief Moisturizing Lotion; • Aveeno Active Naturals Stress Relief Body Wash; • Aveeno Active Naturals Stress Relief Foaming Bath; • A veeno Active Naturals Creamy Moisturizing Oil; • A veeno Active Naturals Therapeutic Shave Gel; • A veeno Active Naturals Positively Smooth Shave Gel; • Aveeno Active Naturals 1 % Hydrocortisone Anti-Itch Cream; • Aveeno Active Naturals Anti-Itch Concentrated Lotion; • Aveeno Active Naturals Calamine & Pramoxine HCI Anti-Itch Cream; • A veeno Active Naturals Moisturizing Bar; • A veeno Active Naturals Protect+ Hydrate Lotion Sunscreen with Broad

Spectrum SPF 30; • Aveeno Active Naturals Protect+ Hydrate Lotion Sunscreen with Broad

Spectrum SPF 70; • Aveeno Active Naturals Hydrosport Wet Skin Spray Sunscreen with Broad

Spectrum SPF 30; • Aveeno Active Naturals Positively Radiant Targeted Tone Corrector; • A veeno Active Naturals Positively Radiant Makeup Removing Wipes; • A veeno Active Naturals Positively Radiant Daily Moisturizer Broad Spectrum

SPF 15; • A veeno Active Naturals Positively Radiant Daily Moisturizer Broad Spectrum

SPF 30; • A veeno Active Naturals Positively Radiant Tinted Moisturizer Broad Spectrum

SPF 30, fair to light; • Aveeno Active Naturals Positively Radiant Tinted Moisturizer Broad Spectrum

SPF 30, medium; • A veeno Active Naturals Positively Radiant Intensive Night Cream; • A veeno Active Naturals Positively Radiant Skin Brightening Daily Scrub; • A veeno Active Naturals Positively Radiant Brightening Cleanser; • A veeno Active Naturals Positively Radiant Daily Cleansing Pads; • A veeno Active Naturals Ultra-Calming Daily Moisturizer Broad Spectrum SPF

15; • Aveeno Active Naturals Ultra-Calming Foaming Cleanser; • A veeno Active Naturals Ultra-Calming Makeup Removing Wipes;

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Aveeno Active Naturals Clear Complexion BB Cream Broad Spectrum SPF 30, medium; Aveeno Active Naturals Clear Complexion BB Cream Broad Spectrum SPF 30, fair to light; A veeno Active Naturals Clear Complexion Daily Moisturizer; Aveeno Active Naturals Clear Complexion Foaming Cleanser; A veeno Active Naturals Clear Complexion Daily Cleansing Pads; A veeno Active Naturals Clear Complexion Cream Cleanser; A veeno Active Naturals Clear Complexion Cleansing Bar; Aveeno Active Naturals Positively Ageless Youth Perfecting Moisturizer Broad Spectrum SPF 30; Aveeno Active Naturals Positively Ageless Reconditioning Night Cream; Aveeno Active Naturals Positively Ageless Restructuring Treatment Cream; Aveeno Active Naturals Positively Ageless Lifting & Firming Eye Cream; Aveeno Active Naturals Positively Ageless Complete Anti-Aging System; A veeno Active Naturals Positively Ageless Resurfacing Scrub; A veeno Active Naturals Positively Ageless Daily Exfoliating Cleanser; Aveeno Active Naturals Smart Essentials Daily Nourishing Moisturizer Broad Spectrum SPF 30; Aveeno Active Naturals Smart Essentials Nighttime Moisture Infusion; A veeno Active Naturals Smart Essentials Daily Detoxifying Scrub; A veeno Active Naturals Protect + Hydrate Lotion Sunscreen with Broad Spectrum SPF 50 for Face; Aveeno Active Naturals Nourish+ Moisturize Shampoo; Aveeno Active Naturals Nourish+ Moisturize Conditioner; Aveeno Active Naturals Nourish+ Condition Leave-In Treatment; Aveeno Active Naturals Pure Renewal Shampoo; Aveeno Active Naturals Pure Renewal Conditioner; Aveeno Active Naturals Pure Renewal Dry Shampoo; Aveeno Active Naturals Nourish+ Dandruff Control Shampoo; A veeno Active Naturals Nourish+ Dandruff Control Conditioner; Aveeno Active Naturals Nourish+ Shine Shampoo; Aveeno Active Naturals Nourish+ Shine Conditioner; Aveeno Active Naturals Nourish+ Strengthen Shampoo; Aveeno Active Naturals Nourish+ Strengthen Conditioner; Aveeno Active Naturals Nourish+ Volumize Shampoo; A veeno Active Naturals Nourish+ Volumize Conditioner; Aveeno Active Naturals Men's Face Wash; Aveeno Active Naturals Men's Shave Gel; Aveeno Active Naturals Men's After Shave Lotion; Aveeno Active Naturals Daily Moisturizing Body Yogurt Lotion; Aveeno Active Naturals Daily Moisturizing Body Yogurt Wash; Aveeno Active Naturals Intense Relief Repair Cream; Aveeno Active Naturals Intense Relief Hand Cream;

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A veeno Active Naturals Intense Relief Overnight Cream; Aveeno Active Naturals Soothing Bath Treatment; Aveeno Active Naturals Skin Relief Gentle Scent™ Lotion; Aveeno Active Naturals Skin Relief Gentle Scent™ Body Wash; Aveeno Active Naturals Eczema Therapy Hand Cream; Aveeno Active Naturals Eczema Therapy Itch Relief Balm; Aveeno Active Naturals Positively Nourishing Purifying Body Wash; Aveeno Active Naturals Positively Nourishing Ultra Hydrating Whipped Souffle; Aveeno Active Naturals Positively Nourishing Energizing Body Wash; Aveeno Active Naturals Positively Nourishing Soothing Body Wash; Aveeno Active Naturals Positively Nourishing Refreshing Body Wash; Aveeno Active Naturals Positively Nourishing Invigorating Body Wash; Aveeno Active Naturals Positively Radiant Exfoliating Body Wash; A veeno Active Naturals Positively Smooth Moisturizing Lotion; A veeno Active Naturals Positively ,Radiant Moisturizing Lotion; A veeno Active Naturals Daily Firming Body Lotion; A veeno Active Naturals Positively Ageless Skin Strengthening Body Cream; A veeno Active Naturals Continuous Radiance Moist Lotion; Aveeno Active Naturals Intense Relief Foot Cream; A veeno Active Naturals Ultra-Calming Shave Gel; A veeno Active Naturals Positively Smooth Shower and Shave Cream; A veeno Active Naturals Daily Moisturizing Sheer Hydration Lotion; Aveeno Active Naturals Advanced Care Body Wash; Aveeno Active Naturals Moisturizing Foaming Bath; Aveeno Active Naturals Stress Relief Foaming Bath; Aveeno Active Naturals Positively Radiant Anti-Wrinkle Cream; A veeno Active Naturals Positively Radiant Eye Brightening Cream; A veeno Active Naturals Positively Smooth Facial Moisturizer; A veeno Active Naturals Ultra-Calming Night Cream; A veeno Active Naturals Clear Complexion Correcting Treatment; A veeno Active Naturals Positively Rejuvenating Serum; A veeno Active Naturals Positively Ageless Eye Serum; A veeno Active Naturals Positively Ageless Lifting & Firming Moisturizer; A veeno Active Naturals Positively Ageless Lifting & Firming Night Cream; A veeno Active Naturals Daily Moisturizer SPF 30; Aveeno Active Naturals Absolutely Ageless Nourishing Cleanser; A veeno Active Naturals Absolutely Ageless Daily Moisturizer with Broad Spectrum SPF 30; Aveeno Active Naturals Absolutely Ageless Intensive Renewal Serum; Aveeno Active Naturals Absolutely Ageless Restorative Night Cream; Aveeno Active Naturals Absolutely Ageless Eye Cream; Aveeno Active Naturals Nourish+ Revitalize Shampoo; A veeno Active Naturals Nourish+ Soothe Shampoo; A veeno Active Naturals Nourish+ Revitalize Conditioner;

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A veeno Active Naturals Living Color Shampoo; Aveeno Active Naturals Living Color Conditioner; Aveeno Active Naturals Living Color Shine Enhancing Glaze; Aveeno Active Naturals Nourish+ Style Hairspray; Aveeno Active Naturals Nourish+ Style Gel Creme; A veeno Active Naturals Nourish+ Style Smooth Creme; Aveeno Active Naturals Nourish+ Style Volumize Foam; A veeno Active Naturals Nourish+ Style Curl Defining Spray; A veeno Active Naturals Ultra-Calming Shave Gel; A veeno Baby Sun Continuous Protection Sensitive Skin Lotion Sunscreen SPF 50; A veeno Baby Sun Continuous Protection Sensitive Skin Pf 50 Sunscreen Stick; A veeno Active Naturals Sun Protect & Hydrate SPF 70 Lotion Sunscreen; A veeno Active Naturals Sun Protect & Hydrate SPF 30 Lotion Sunscreen; A veeno Active Naturals Sun Protect & Hydrate SPF 50 Face Lotion Sunscreen; A veeno Active Naturals Sun Hydrosport SPF 30 Spray Sunscreen; Aveeno Active Naturals Sun Natural Protection SPF 50 Lotion Sunscreen; Aveeno Active Naturals Positively Ageless Sunblock Lotion Face SPF 90; Aveeno Active Naturals Baby Sun Natural Protection SPF 50 Lotion Sunscreen; A veeno Active Naturals Positively Ageless Sunblock Lotion, Face SPF 70; Aveeno Active Naturals Continuous Protection Sunblock Spray, SPF 70; A veeno Active Naturals Continuous Protection Sunblock Spray, SPF 50; Aveeno Active Naturals Positively Ageless Sunblock Spray, SPF 50; A veeno Active Naturals Continuous Protection Sunblock Lotion Face, SPF 30; Aveeno Active Naturals Baby Sun Natural Protection SPF 30 Lotion Sunscreen; Aveeno Active Naturals Baby Sun Natural Protection SPF 50 Sunscreen Stick; Aveeno Active Naturals Continuous Protection Face SPF 30 Lotion Sunscreen; A veeno Active Naturals Continuous Protection SPF 85 Lotion Sunscreen; Aveeno Active Naturals Sun Hydrosport Lotion Sunscreen SPF 85; Aveeno Active Naturals Sun Hydrosport SPF 50 Sunblock Spray; A veeno Active Naturals Sun Hydrosport SPF 85 Sunblock Spray; Aveeno Active Naturals Baby Continuous Protection Sunblock Lotion SPF 55; Aveeno Active Naturals Continuous Protection SPF 45 Lotion Sunscreen; A veeno Active Naturals Continuous Protection SPF 55 Lotion Sunscreen; A veeno Active Naturals Continuous Protection SPF 55 Spray Sunscreen; A veeno Active Naturals Advanced Relief Cold Sore Treatment; Aveeno Active Naturals Essential MoistureTM Lip Conditioner with SPF 15; Aveeno Active Naturals Intense Relief Medicated Therapy; Aveeno Active Naturals Positively Radiant 60 Second In-Shower Facial; Aveeno Active Naturals Positively Radiant Overnight Hydrating Facial; Aveeno Baby Wash & Shampoo; A veeno Baby Calming Comfort Bath; A veeno Baby Eczema Therapy Moisturizing Cream; A veeno Baby Eczema Therapy Nighttime Balm;

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• A veeno Baby Soothing Relief Moisturizing Cream; • A veeno Baby Soothing Relief Creamy Wash; • A veeno Baby Essential Moisture Shampoo; • A veeno Baby Soothing Relief Diaper Rash Cream; • A veeno Baby Daily Moisture Lotion; and • A veeno Baby Eczema Therapy Soothing Bath Treatment.

15. Excluded from the definition of Covered Products are those included in a

separate class action, Langan v. Johnson & Johnson Consumer Cos., 13-cv-01471-JAM (D.

Conn): purchases of the Aveeno Baby Wash and Shampoo until November of 2012 and Aveeno

Baby Calming Comfort Bath until November of 2013, beginning on the following dates in the

following states: in Alaska from January 25, 2011 in California, Connecticut, Delaware, the

District of Colombia, Illinois, New York and Wisconsin from January 25, 2010; in Florida,

Hawaii, Massachusetts, and Washington from January 25, 2009; in Arkansas and Missouri from

January 25, 2008; in Michigan, New Jersey, and Vermont from January 25, 2007; in Rhode

Island from January 25, 2003.

16. "Days" means calendar days, except that, when computing any period of

time prescribed or allowed by this Agreement, the day of the act, event, or default from which

the designated period of time begins to run shall not be included. Further, when computing any

period of time prescribed or allowed by this Agreement, the last day of the period so computed

shall be included, unless it is a Saturday, a Sunday, or a legal holiday, in which event the period

runs until the end of the next day which is not a Saturday, Sunday, or legal holiday. All

calculations of days and times may be adjusted with the consent of all parties to permit

compliance by Defendant with the Class Action Fairness Act, 28 U.S.C. §§ 1711-1715, including

the notifications of appropriate regulators under 28 U.S.C. § l 715(b) and expiration of the 90-day

review period in 28 U.S.C. § 1715 before the Final Approval Hearing is held to review and

approve the Agreement.

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17. "Effective Date" means:

(a) if no appeal is taken from the Final Judgment and Order Approving

Settlement, thirty (30) Days after the Court enters the Final Judgment and Order

Approving Settlement; or

(b) if an appeal is taken from the Final Judgment and Order Approving

Settlement, the date on which all appellate rights (including petitions for rehearing

or re-argument, petitions for rehearing en bane, petitions for certiorari or any

other form of review, and proceedings in the United States Supreme Court or any

other appellate court) have expired, been exhausted, or been finally disposed of in

a manner that affirms the Final Judgment and Order Approving Settlement.

18. "Eligible Claims" means claims submitted by Authorized Claimants

against the Settlement Fund.

19. "Escrow Account" means the interest-bearing account to be established by

the Settlement Administrator.

20. "Escrow Agent" means the escrow agent agreed upon by the parties and

approved by the Court to hold funds pursuant to the terms of this Agreement.

21. "Final Approval Hearing" means the hearing to be conducted by the Court

on such date as the Court may order to determine the fairness, adequacy, and reasonableness of

the Agreement and to determine the Attorneys' Fees and Expenses and any Service Awards. The

Parties shall request the Court set the Final Approval Hearing no earlier than ninety (90) Days

after the Notice Date.

22. "Final Judgment and Order Approving Settlement" means the Final

Judgment and Order Approving Settlement to be entered by the Court to be submitted by the

{00283936 } KL3 3119368.7

11


Parties, substantially in the form of Exhibit 1:

a. approving the Settlement as fair, adequate, and reasonable;

b. confirming the certification of the Settlement Class;

c. dismissing the Action with prejudice;

d. discharging the Released Parties of and from all further liability for

the Released Claims;

e. permanently barring and enJommg the Releasing Parties from

instituting, filing, commencmg, prosecuting, maintaining,

continuing to prosecute, directly or indirectly, as an individual or

collectively, representatively, derivatively, or on behalf of them, or

in any other capacity of any kind whatsoever, any action in any

state court, any federal court, before any regulatory authority, or in

any other tribunal, forum, or proceeding of any kind against the

Released Parties that asserts any Released Claims; and

f. issuing such other findings and determinations as the Court and/or

the Parties deem necessary and appropriate to implement the

Agreement.

23. "Initial Claim Amount" means the amount a Settlement Class Member

claims on a Claim Form that is timely, valid, and approved by the Settlement Administrator. The

value basis of the Initial Claim Amount is described in Section IV. The Initial Claim Amount is

subject to pro rata increase or decrease, depending on the value of all approved Claims

submitted, pursuant to Section IV.

{00283936 ) KL3 3119368.7

24. "Motion for Preliminary Approval of Settlement" means the motion, to be

12


filed by Plaintiffs, and not opposed by J&JCC, for Preliminary Approval of this Agreement and

all supporting papers/exhibits attached thereto.

25. "Notice and Claim Administration Expenses" means all costs and

expenses incurred by the Settlement Administrator, including all notice expenses, the cost of

administering the Notice Program, and the costs of processing all Claims made by Settlement

Class Members.

26. "Notice Date" means the last date, set by the Court, by which the

Settlement Administrator completes the notice plan described in Section VII. The Notice Date

shall be no later than forty-five (45) Days after the Court enters a Preliminary Approval Order.

27. "Objection Date" means the date by which Settlement Class Members

must file with the Court and serve on the Parties any objections to the Settlement and shall be no

later than 30 Days before the date first set for the Final Approval Hearing or as required by

applicable law.

28. "Opt-Out Date" means the postmark date by which a Request for

Exclusion must be submitted to the Settlement Administrator in order for a Settlement Class

Member to be excluded from the Settlement Class, and shall be no later than 30 Days before the

date first set for the Final Approval Hearing.

29. "Preliminary Approval Order" means the order to be entered by the

Court, to be submitted by the Parties substantially in the form of Exhibit 2, preliminarily

approving the Settlement, conditionally certifying the Settlement Class, setting the date of the

Final Approval Hearing, approving the Notice Program, Class Notice, and Claim Form, and

setting the Opt-Out Date, Objection Date, and Notice Date.

{00283936 } KL3 3119368.7

30. "Proof of Purchase" means a receipt or other documentation from a third

13


party reasonably establishing the fact and date of purchase of a Covered Product during the Class

Period in the United States, the District of Columbia, and all U.S. territories, including Puerto

Rico, Guam, and the Virgin Islands.

31. ·· "Released Claim(s)" and "Released Parties" mean those claims and parties

released of liability under Section IX.

32. "Request(s) for Exclusion" means the written communication that must be

submitted to the Settlement Administrator and postmarked on or before the Opt-Out Date by a

Settlement Class Member who wishes to be excluded from the Settlement Class.

33. "Residual Settlement Amount" means any funds remaining m the

Settlement Fund after the payment of all Eligible Claims, Notice and Claim Administration

Expenses, Service Awards, any Attorneys' Fees and Expenses, and any escrow charges and taxes

related to the Settlement Fund.

34. "Service Award(s)" means the payment, subject to Court approval, of up

to Ten Thousand Dollars ($10,000) each, to Plaintiffs Michael Goldemberg, Annie Le, and

Howard Petlack, from the Settlement Fund.

35. "Settlement Administrator" means the entity(ies) retained by the Parties

and approved by the Court to design and implement the program for disseminating Notice to the

Class, administer the claims portion of this Settlement, and perform overall administrative

functions.

36. "Settlement Class" and "Settlement Class Member(s)" each means all

persons who purchased Covered Products during the Class Period within the United States,

including the District of Columbia, and all U.S. territories, including Puerto Rico, Guam, and the

Virgin Islands and each of their respective spouses, executors, representatives, heirs, successors,

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14


bankruptcy trustees, guardians, wards, agents, and assigns, and all those who claim through them

or who assert duplicative claims for relief on their behalf, from May 7, 2007 to the date the Court

enters the Preliminary Approval Order. Excluded from the Settlement Class are current and

former officers and directors of Defendant, members of the immediate families of the officers

and directors of Defendant, Defendant's legal representatives, heirs, successors, or assigns, and

any entity in which they have or have had a controlling interest, and the judicial officer to whom

this lawsuit is assigned.

3 7. "Settlement Fund" means the amount of Six Million Seven Hundred Fifty

Thousand Dollars ($6,750,000.00) to be funded by Defendant and from which Eligible Claims,

Notice and Claim Administration Expenses, any and all Service Awards, any and all Attorneys'

Fees and Expenses, and any and all escrow charges and taxes related to the Settlement Fund are

to be paid. The Settlement Fund is non-reversionary.

38. "Settlement Website" means the Internet website to be established for this

Settlement by the Settlement Administrator, whose domain name shall be mutually agreed upon

by the Parties, to provide information to the public and the Settlement Class about this

Agreement and to permit Settlement Class Members to submit Claims online. The Settlement

Website shall be activated no later than ten (10) Days after the entry of the Preliminary Approval

Order and shall remain active until the Effective Date or such later date as may be agreed to by

Class Counsel and Defendant's Counsel.

39. "J&JCC's Counsel" or "Defendant's Counsel" means Harold Weinberger

of.Kramer Levin Naftalis & Frankel LLP.

B. Other capitalized terms in this Agreement, but not specifically defined in Section

Il(A), shall have the meanings ascribed to them elsewhere in this Agreement.

{00283936 } KL3 3119368.7

15


III. CONDITIONAL CERTIFICATION OF THE SETTLEMENT CLASS FOR SETTLEMENT PURPOSES AND DISMISSAL OF ACTIONS

A. The Parties stipulate and agree to (a) certification of the Action as a class action

pursuant to Rule 23 of the Federal Rules of Civil Procedure on behalf of the Settlement Class

solely for purposes of the Settlement and for no other purposes; (b) appointment of Plaintiffs as

Class Representatives of the Settlement Class solely for purposes of the Settlement and for no

other purposes; and ( c) appointment of Class Counsel of the Settlement Class solely for purposes

of the Settlement and for no other purposes pursuant to Rule 23(g) of the Federal Rules of Civil

Procedure.

Any certification of a conditional, preliminary, or final Settlement Class pursuant to the

terms of this Settlement shall not constitute, and shall not be construed as, an admission on the

part of Defendant that the Settlement Class is appropriate for class treatment, in whole or part,

pursuant to the Federal Rules of Civil Procedure. This Settlement is without prejudice to the

rights of Defendant to oppose preliminary, conditional, or final certification of the Settlement

Class should this Settlement not be preliminarily or finally approved or if it is terminated

pursuant to the terms of this Agreement, and without prejudice to the rights of Defendant as it

relates to the certified classes.

B. Upon final approval of the Settlement by the Court, the Final Judgment and Order

Approving Settlement substantially in the form agreed by the Parties, providing for the dismissal

of the Action with prejudice, will be entered by the Court.

IV. SETTLEMENT RELIEF

A. Settlement Fund and Cash Payments

1. J&JCC shall establish the Settlement Fund in the amount of Six Million

Seven Hundred Fifty Thousand Dollars ($6,750,000.00) by depositing with the Escrow Agent

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16


this amount as follows: Within ten (10) Days of Preliminary Approval, Defendant must fund

costs associated with can-ying out the Notice and Claims Administration Expenses. Class

Counsel must approve any payment of any such costs or expenses. Within I 0 Days after the

entry of Final Approval, Defendant shall fund the Settlement Fund with the entire Settlement

Amount, less any amount previously funded. This deadline maybe extended by mutual consent

of the Parties.

2. Under no circumstances shall Defendant's contribution to the Settlement

Fund exceed $6,750,000. The Parties agree that the Settlement Fund encompasses the full extent

of Defendant's monetary payment due under this Agreement. This payment, pursuant to the

terms and conditions of this Agreement, and any other non-monetary obligations of and

considerations due from Defendant set forth in this Agreement, will be in full satisfaction of all

individual and class claims asserted in or that could have been asserted in this Action.

3. Upon the establishment of the Escrow Account, the Settlement Fund may

be invested in interest-bearing, short-term instruments-to be agreed upon by Class Counsel and

Defendant-that are backed by the full faith and credit of the United States Government or that

are fully insured by the United States Government or an agency thereof (the "Instruments"). The

interest proceeds and the principal may thereafter be reinvested as they mature in similar

Instruments, bearing in mind the liquidity requirements of the Escrow Account to ensure that it

contains sufficient cash available to pay all invoices, taxes, fees, costs, expenses, and other

required disbursements, in a timely manner. Any interest proceeds will be added to the

Settlement Fund. Except as otherwise specified herein, the Instruments at all times will remain in

the Escrow Account.

{00283936 } KL3 3119368.7

4. The Settlement Fund at all times will be deemed a "qualified settlement

17


fund" within the meaning of United States Treasury Reg. § 1.468B-l. All taxes (including any

estimated taxes, and any interest or penalties relating to them) arising with respect to the income

earned by the Settlement Fund or otherwise, including any taxes or tax detriments that may be

imposed upon Defendant or its counsel with respect to income earned by the Settlement Fund for

any period during which the Settlement Fund does not qualify as a "qualified settlement fund"

for the purpose of federal or state income taxes or otherwise (collectively "Taxes"), will be paid

out of the Settlement Fund. The Escrow Agent shall timely make such elections as necessary or

advisable to fulfill the requirements of such Treasury Regulation, including the "relation-back

election" under U.S. Treasury Regulation §1.468B-1G)(2) to the earliest permitted date. Such

election shall be made in compliance with the procedures and requirements contained in the

Treasury Regulations. Defendant, its counsel, Plaintiffs, or Class Counsel, will have no liability

or responsibility for any of the Taxes. The Settlement Fund will indemnify and hold Defendant

and its counsel, and Plaintiffs and Class Counsel, harmless for all Taxes (including, without

limitation, Taxes payable by reason of any such indemnification).

5. A Settlement Class Member is eligible to obtain Two Dollars and Fifty

Cents ($2.50) for each purchase of a Covered Product for up to twenty (20) Covered Products

purchased during the Class Period defined in the Agreement, without the need to present Proof of

Purchase. Settlement Class Members must provide valid Proof of Purchase for all Covered

Products claimed that exceed twenty (20) Covered Products. There is no maximum number of

Covered Products for which any Settlement Class Member may claim with Proof of Purchase.

To receive a payment Award, each claimant must submit a valid and timely Claim Form either

by mail or electronically. The actual amount paid to individual claimants will depend upon the

number of valid claims made, as described in Section IV (C), infra. For each Claim made, the

{00283936 } KL3 3119368.7

18


claimant must include in the Claim the number of Covered Products purchased and a

representation that the purchase(s) occurred in the United States, the District of Columbia, or a

U.S. territory during the Class Period.

6. If the Effective Date does not occur, all amounts paid into the settlement

fund and any interest proceeds, less amounts incurred for Notice and Claims Administration

Expenses, shall be promptly returned to Defendant.

B. Injunctive Relief

As part of the consideration for this Agreement, J&JCC agrees to remove the term

"Active Naturals" from the front label of all in-market Covered Products, where applicable, and

if the term "Active Naturals" remains on the back or side of the label and if the product is not

comprised entirely of naturally-derived ingredients, J&JCC agrees to include language on the

back or side of the label that the Covered Products contain both naturally derived and non-

naturally derived ingredients. Given the logistics of designing and implementing label changes

for the large number of Covered Products, they will be updated and shipped on a rolling basis

from July 1, 2018 to February 28, 2019. Nothing in this Agreement shall preclude J&JCC from

making further changes to any of its product labels or marketing: (1) that J&JCC reasonably

believes are necessary to comply with the National Advertising Division's rules, guidelines, or

decisions, or any other statute, regulation, or other law of any kind; (2) that are permitted by

product changes or additional testing or development work and/or to ensure J&JCC provides

accurate product descriptions; or (3) that are more detailed than those required by this

Agreement.

C. Disbursements from the Settlement Fund

1. In accordance with the payment schedule set forth in this Agreement,

money from the Settlement Fund shall be applied as follows:

{00283936 } KL3 3119368.7

19


a. First, to pay any Escrow charges and Taxes incurred by the

Settlement Fund;

b. Next, to pay the Notice and Claims Administration Expenses,

Service Awards, and the Attorneys' Fees and Expenses, all as approved by the Court; and

c. Next, to pay Eligible Claims.

2. The money remaining in the Settlement Fund after deduction of Escrow

charges, taxes, the Notice and Claims Administration Expenses, Service Awards, and the

Attorneys' Fees and Expenses is the "Net Settlement Fund."

3. If the total amount of the timely, valid, and approved Eligible Claims

submitted by Settlement Class Members exceeds the available relief, considering any fees,

payments, and costs set forth in this Agreement that must also be paid from the Settlement Fund,

each eligible Settlement Class Member's Initial Claim Amount shall be proportionately reduced

on a pro rata basis, such that the aggregate value of the cash payments does not exceed the

Settlement Fund balance. If the total amount of the timely, valid, and approved Eligible Claims

submitted by Settlement Class Members results in there being any remaining value in the

Settlement Fund, it shall be used to increase eligible Settlement Class Members' relief on a pro

rata basis such that Settlement Class Members shall receive an additional increased payment of

up to one hundred percent (100%) of the Eligible Class Members' Initial Claim Amount. For

example, if the Settlement Class Member submitted an Initial Claim of $50.00 and sufficient

funds are remaining, the Settlement Class Member could receive up to a $100.00 payment from

the Settlement Fund. The Settlement Administrator shall determine each authorized Settlement

Class Member's pro rata share based upon each Settlement Class Member's Claim Form and the

total number of valid Claims. Accordingly, the actual amount recovered by each Settlement

{00283936 } KL3 3119368.7

20


Class Member will not be determined until the Claims Deadline has lapsed and all Claims have

been calculated.

4. Any checks issued under this Settlement shall be negotiable for at least

one hundred and twenty (120) calendar days. Individual checks that have not been negotiated

within one hundred and twenty (120) calendar days after issuance, if any, shall be void, and the

underlying funds shall become part of the Residual Settlement Amount.

5. If, after the payment of all valid Claims, including any pro rata increase,

Notice and Administration Expenses, Attorneys' Fees and Expenses, Service Awards, and any

other claim, cost, or fee specified by this Agreement, value remains in the Settlement Fund, it

shall be called the Residual Settlement Amount. The Residual Settlement Amount shall be

distributed to the Rose Foundation for Communities and the Environment (https://rosefdn.org) as

a cy pres recipient.

V. CLAIM FORM SUBMISSION AND REVIEW

A. Settlement Class Members may submit a Claim for Settlement relief and the

Settlement Administrator shall review and process the Claim pursuant to the guidelines set forth

below. Each Settlement Class Member shall sign and submit a Claim Form that states, to the best

of his or her knowledge, the total number and type of purchased Covered Products and the

location and approximate date of his or her purchases. The Claim Form shall be signed under an

affirmation stating the following or substantially similar language: "I declare, under penalty of

perjury, that the information in this Claim Form is true and correct to the best of my knowledge,

and that I purchased the Covered Products claimed above during the Class Period for personal or

household use and not for resale. I understand that my Claim Form may be subject to audit,

verification, and review."

B.

{00283936 } KL3 3119368.7

Claim Forms will be distributed as part of the Notice Program as described below,

21


https://rosefdn.org

will be available for on-line submission from the Settlement Website and available for download

from the Settlement Website. Upon request, Claim Forms will be mailed or emailed to

Settlement Class Members by the Settlement Administrator. The Claim Form will also be

available for download from Class Counsel's website and may be submitted to the Settlement

Administrator by U.S. mail or other regularly maintained mail delivery service.

C. The Settlement Administrator shall not begin to pay Eligible Claims until the later

in time of (i) thirty (30) Days after the Claims Deadline or (ii) fourteen (14) Days after the

Effective Date.

D. Claim Form Protocol

The Settlement Administrator shall gather and review the Claim Forms received pursuant

to the Agreement, and fulfill valid claims.

1. Settlement Class Members who submit a timely and valid Claim Form

shall be designated as Authorized Claimants. The Settlement Administrator shall examine

the Claim Form before designating the Settlement Class Member as an Authorized

Claimant to determine that the information on the Claim Form is reasonably complete

and contains sufficient information to enable the mailing of the Settlement payment to the

Settlement Class Member.

2. No Settlement Class Member may submit more than one Claim Form. The

Settlement Administrator shall identify any Claim Forms that appear to seek relief on

behalf of the same Settlement Class Member ("Duplicate Claims"). The Settlement

Administrator shall determine whether there is any duplication of claims, if necessary by

contacting the claimant( s) or their counsel. The Settlement Administrator shall designate

any such Duplicative Claims as invalid Claims to the extent they allege the same

{00283936 l KL3 3119368.7

22


damages or allege damages on behalf of the same Settlement Class Member.

3. The Settlement Administrator shall exercise, in its discretion, all usual and

customary steps to prevent fraud and abuse and take any reasonable steps to prevent fraud

and abuse in the Claim process. The Settlement Administrator may, in its discretion, deny

in whole or in part, any Claim to prevent actual or possible fraud or abuse. In the event a

Settlement Class Member disagrees with the determination of the Settlement

Administrator, the Settlement Class Member may send a letter to the Settlement

Administrator requesting reconsideration of the rejection and the Settlement

Administrator shall reconsider such determination, which shall include consultation with

Class Counsel and Defendant's Counsel. The Parties shall meet and confer regarding

resolution of those Claims and, if unable to agree, the Settlement Administrator shall

make the final determination.

4. By agreement of the Parties, the Parties can instruct the Settlement

Administrator to take whatever steps they deem appropriate to preserve the Settlement

Fund to further the purposes of the Agreement if the Settlement Administrator identifies

actual or possible fraud or abuse relating to the submission of Claims, including, but not

limited to, denying in whole or in part, any Claim to prevent actual or possible fraud or

abuse.

5. The Settlement Administrator shall provide monthly reports to Class

Counsel and J&JCC's Counsel, or in more frequent intervals at either Parties' request,

regarding the implementation of the Agreement and this protocol, which shall include the

number of Claims submitted, average number of claims, and such other information as

required for Class Counsel or J&JCC to exercise their rights under this Agreement. Claim

{00283936 } KL3 3119368.7

23


Forms and supporting documentation will be kept confidential by the Settlement

Administrator and will be provided only to the Court upon request. The Settlement

Administrator shall also provide such reports and such other information as the Court

may require. The Settlement Administrator shall maintain records of all Claims submitted

until at least three hundred sixty-five (365) Days after the last of the Claims payment

checks to Settlement Class Members is issued and such records will be made available

upon request to Class Counsel and Defendant's Counsel.

6. If a Claim Form cannot be processed without additional information, the

Settlement Administrator shall promptly e-mail or mail a letter that advises the claimant

of the additional information and/or documentation needed to validate the Claim. The

claimant shall have thirty (30) Days from the postmark date of the letter sent by the

Settlement Administrator to respond to the request from the Settlement Administrator and

the claimant shall be so advised.

(a) In the event the claimant timely provides the requested information, the

Claim shall be deemed validated and shall be processed for payment.

(b) In the event the claimant does not timely provide the information, the

Claim may be denied or reduced to the Claim amount reasonably supported by the

information or documentation without further communication with the claimant.

7. If a Claim is reduced or denied because the Settlement Administrator

determined that the additional information and/or documentation was not sufficient to

support or prove the Claim, the Settlement Administrator shall provide a report to Class

Counsel and Defendant's counsel.

VI. RETENTION OF THE SETTLEMENT ADMINISTRATOR

A.

{00283936 } KL3 3119368.7

The Parties have retained Angeion Group as the Settlement Administrator to help

24


implement the terms of the Agreement. As provided herein, all Notice and Claims

Administration Expenses shall be paid out of the Settlement Fund.

1. The Settlement Administrator shall assist with vanous administrative

tasks, including, without limitation: (1) mailing or arranging for the mailing, emailing, or other

distribution of the Long-form Notice and Claim Forms to Settlement Class Members who so

request; (2) arranging for publication of the Short-form Notice, including on the Settlement

Website; (3) handling returned mail and email not delivered to Settlement Class Members; (4)

attempting to obtain updated address information for Settlement Class Members whose

correspondence is returned without a forwarding address or an expired forwarding address; (5)

making any additional mailings required under the terms of this Agreement; ( 6) answering oral

and written inquiries from Settlement Class Members and/or forwarding such inquiries to Class

Counsel or their designee; (7) receiving and maintaining, on behalf of the Court and the Parties,

any Settlement Class Member correspondence regarding Requests for Exclusion to the

Settlement; (8) establishing the Settlement Website that posts notices, Claim Forms and other

related documents; (9) establishing a toll-free telephone number, mutually agreed to amongst the

Parties, that will provide Settlement-related information to Settlement Class Members; (10)

receiving and processing Claims and distributing payments to Settlement Class Members, and

(11) otherwise assisting with administration of the Agreement.

B. The contract with the Settlement Administrator shall obligate the Settlement

Administrator to abide by the following performance standards:

1. The Settlement Administrator shali accurately and objectively describe,

and shall train and instruct its employees and agents to accurately and objectively describe, the

provisions of this Agreement in communications with Settlement Class Members.

{00283936 } KL3 3119368.7

25


2. The Settlement Administrator shall provide prompt, accurate, and

objective responses to inquiries from Class Counsel or their designee, J&JCC, and/or J&JCC's

Counsel.

3. The Settlement Administrator shall keep a clear and careful record of all

communications with Settlement Class Members, all Claims decisions, all expenses, and all tasks

performed in administering the notice and Claims review processes.

VII. NOTICE TO THE SETTLEMENT CLASS

A. Notice

1. No later than forty five (45) Days after the entry by the Court of a

Preliminary Approval Order (the Notice Date), the Settlement Administrator shall cause the

Class Notice to be disseminated to potential Settlement Class Members pursuant to the Notice

Program set forth in Exhibit 6. The Parties agree that internet notice, directed website notice, and

national publication notice, as defined in the Notice Program set forth in Exhibit 6, are the best

means under the circumstances of this case to effect notice to the Settlement Class and that the

Notice Program outlined in Exhibit 6 comports with the requirements of due process.

2. At or prior to the Final Approval Hearing, the Settlement Administrator

shall provide the Court with an affidavit attesting that Notice was disseminated pursuant to the

Notice Program.

B. Long-form Notice

The Long-form Notice shall be in substantially the form of Exhibit 3, attached hereto,

agreed to by the Parties and to be approved by the Court, and shall be posted on the Settlement

Website. At a minimum, the Long-form Notice shall: (a) include a short, plain statement of the

background of the Action and the Agreement; (b) describe the proposed Settlement relief as set

forth in this Agreement; ( c) inform Settlement Class Members that, if they do not exclude

{00283936 } KL3 3119368.7

26


themselves from the Settlement Class, they may be eligible to receive relief; ( d) describe the

procedures for participating in the Settlement, including all applicable deadlines, and advise

Settlement Class Members of their rights, including their right to submit a Claim to receive an

Award under the Agreement by submitting the Claim Form; (e) explain the scope of the Release;

(f) state that any Award to Settlement Class Members under the Agreement is contingent on the

Court's final approval of the Agreement; (g) state the identity of Class Counsel and the amount

sought in Attorneys' Fees and Expenses; (h) explain the procedures for opting out of the

Settlement Class, including the applicable deadline for opting out; (i) explain the procedures for

objecting to the Agreement, including the applicable deadline; and G) explain that any judgment

or orders entered in the Action, whether favorable or unfavorable to the Settlement Class, shall

include and be binding on all Settlement Class Members who have not been excluded; and (k)

provide any other information judicially required for Settlement Class Members to exercise or

choose not to exercise their due process rights.

C. Short-form Notice

The Short-form Notice shall be in substantially the form attached hereto as Exhibit 4. At

a minimum, the Short-form Notice shall: (a) include the web address of the Settlement Website

and a telephone number for the Settlement Administrator; (2) include the class definition; (3)

include a brief description of relief available to the Settlement Class Members; and ( 4) inform of

the right to object and/or opt-out of the Settlement Class and the deadlines to exercise these

rights.

D. Notice Program and Dissemination of the Class Notice

1. Publication Notice: The Short-form Notice (Exhibit 4) shall be published

in accordance with the Notice Program set forth in Exhibit 6 no later than forty five (45) Days

from entry of a Preliminary Approval Order. As set forth in Exhibit 6, publication will include

{00283936 } KL3 3119368.7

27


internet notice, directed website notice, and national publication notice. The Short-form Notice

shall also be posted on the Settlement Website until the Effective Date, or such later date as may

be agreed to by Class Counsel and Defendant's Counsel.

2. Posting of the Long-form Notice: No later than ten (10) Days from the

Preliminary Approval Order, the Settlement Administrator will post the Long-form Notice

(Exhibit 3) and Claim Form (Exhibit 5) on the Settlement Website. The Long-form Notice and

Claim Form shall remain available by these means until the Effective Date. The Long-form

Notice and/or the Short-form Notice and the Claim Form may also be posted on the website(s) of

Class Counsel, at its option.

3. Upon Request: The Long-form Notice and the Claim Form shall also be

sent via electronic mail or U.S. mail to Settlement Class Members who so request.

VIII. OBJECTIONS, REQUESTS FOR EXCLUSION, AND MEDIA COMMUNICATIONS

A. Objections

1. Any Settlement Class Member who intends to object to the fairness of the

Agreement must do so in writing no later than the Objection Date. The written objection must be

filed with the Court and served on Class Counsel identified in the Notice and J&JCC's Counsel

no later than the Objection Date. The written objection must include: (a) a heading which refers

to the Action; (b) the objector's name, address, telephone number, and if represented by counsel,

of his/her counsel; ( c) a statement that the objector purchased Covered Products during the

period of time described in the Settlement Class definition; ( d) a statement whether the objector

intends to appear at the Final Approval Hearing, either in person or through counsel; ( e) a

statement of the objection and the grounds supporting the objection; (f) copies of any papers,

briefs, or other documents upon which the objection is based; (g) the name and case number of

{00283936 } KL3 3119368.7

28


all objections to class action settlements made by the objector or his/her counsel in the past five

(5) years; and (h) the objector's signature.

2. Any Settlement Class Member who files and serves a written objection, as

described in the preceding Section, may appear at the Final Approval Hearing, either in person or

through counsel hired at the Settlement Class Member's expense, to object to any aspect of the

fairness, reasonableness, or adequacy of this Agreement, including Attorneys' Fees and

Expenses. Settlement Class Members or their attorneys who intend to make an appearance at the

Final Approval Hearing must serve a notice of intention to appear on the Class Counsel

identified in the Class Notice, and to J&JCC's Counsel, and file the notice of appearance with

the Court, no later than twenty (20) Days before the Final Approval Hearing, or as the Court may

otherwise direct.

3. Any Settlement Class Member who fails to comply with the provisions of

Section VIII(A)(l) or (2) above shall waive and forfeit any and all rights he or she may have to

appear separately and/or to object, and shall be bound by all the terms of this Agreement and by

all proceedings, orders, and judgments, including, but not limited to, the Release, in the Action.

B. Requests for Exclusion

1. Any member of the Settlement Class may request to be excluded from the

Settlement Class. A Settlement Class Member who wishes to opt out of the Settlement Class

must do so by sending to the Settlement Administrator a written Request for Exclusion that is

postmarked no later than the Opt-Out Date. The Request for Exclusion must be personally signed

by the Settlement Class Member requesting exclusion, include their email and mailing address,

and contain a statement that indicates a desire to be excluded from the Settlement Class. No

Settlement Class Member shall be deemed opted-out of the Settlement Class through any I

purported "mass" or "class" opt-outs, or via any class actions, mass actions, or collective or

{00283936 } KL3 3119368.7

29


representative actions.

2. Any Settlement Class Member who does not file a timely written Request

for Exclusion shall be bound by all subsequent proceedings, orders and the Final Judgment and

Order Approving Settlement in the Action, even if he or she has pending, or subsequently

initiates, litigation, arbitration, or any other proceeding against Defendant relating to the

Released Claims.

3. Any Settlement Class Member who properly requests to be excluded from

the Settlement Class shall not: (a) be bound by any orders or judgments entered in the Action; (b)

be entitled to an Award from the Settlement Fund, or be affected by the Agreement; ( c) gain any

rights by virtue of the Agreement; or (d) be entitled to object to any aspect of the Agreement.

4. The Settlement Administrator shall provide Class Counsel and J&JCC's

Counsel with a final list of all timely Requests for Exclusion within seven (7) Days after the Opt-

Out Date. Plaintiffs shall file the final list of all timely Requests for Exclusion prior to or at the

Final Approval Hearing.

C. Media Communications

1. Following the issuance of a Preliminary Approval Order providing for

dissemination of the Class Notice, the Parties agree that they may issue a joint press release.

Defendant and Class Counsel may post the joint press release on Defendant's website and Class

Counsel's website, if they so choose. Any such joint press release shall only include information

relating to the Action or this Agreement available in the public record. No other statements may

be made or reported directly or indirectly to any media or news reporting services, including but

not limited to Class Counsel's website absent consent of all Parties. Notwithstanding these

obligations, J&JCC may make such disclosures regarding the Action and the terms of the

Agreement as it deems necessary in its filings with any regulatory body, to its auditors, or as

{00283936 } KL3 3119368.7

30


otherwise required by state or federal law.

2. Nothing herein shall prevent Class Counsel from responding to class

member inquiries regarding the Settlement in a manner consistent with the terms and conditions

of this Agreement.

IX. RELEASES

A. The Agreement shall be the sole and exclusive remedy for any and all Released

Claims of all Releasing Parties against all Released Parties. No Released Party shall be subject to

liability of any kind to any Releasing Party with respect to any Released Claim. Upon the

Effective Date, and subject to fulfillment of all of the terms of this Agreement, each and every

Releasing Party shall be permanently barred and enjoined from initiating, asserting, and/or

prosecuting any Released Claim against any Released Party in any court or any forum.

B. The following terms have the meanings set forth herein:

1. "Released Claims" means any and all actions, claims, demands, rights,

suits, and causes of action of whatever kind or nature that could reasonably have been, or in the

future might reasonably be asserted by, Plaintiffs or Settlement Class Members or the Releasing

Parties, either in the Action or in any action or proceeding in this Court or in any other court or

forum, against the Released Parties, including damages, costs, expenses, penalties, and attorneys'

fees, known or unknown, suspected or unsuspected, in law or equity arising out of or relating to

legal claims made by the Plaintiffs or Members of the Settlement Class or the Releasing Parties

arising out of or relating to the allegations in the Action or J&JCC's labeling, marketing,

advertising, packaging, promotion, manufacture, sale, and distribution of all Covered Products as

alleged in the Action. For avoidance of doubt, this includes, inter alia, all such claims that

related in any way to "natural" or "Active Naturals" statements that were or are contained on the

Covered Products or otherwise relate to the labeling, marketing, advertising, packaging,

{00283936 } KL3 3119368.7

31


promotion, manufacture, sale, and distribution of the Covered Products as "natural" or "Active

Naturals" in connection with the Released Parties' labeling, advertising, marketing, packaging,

promotion, manufacture, sale, and distribution of all Covered Products (as well as future

identical statements about Covered Products), which have been asserted or which could

reasonably have been asserted by the Releasing Parties in the Action, including but not limited to

claims alleging any type of fraud, misrepresentation, breach of warranty, unjust enrichment, or

unfair trade practice under any state or federal law (including all claims for injunctive or

equitable relief), but not including claims for personal injury.

2. "Released Parties" means J&JCC, including all of its respective

predecessors, successors, assigns, parents, subsidiaries, divisions, departments, and affiliates, and

any and all of their past, present, and future officers, directors, employees, stockholders, partners,

agents, servants, successors, attorneys, insurers, representatives, licensees, licensors, subrogees,

and assigns. It is expressly understood that, to the extent a Released Party is not a Party to the

Agreement, all such Released Parties are intended third-party beneficiaries of the Agreement.

3. "Releasing Parties" means Plaintiffs and each and every Settlement Class

Member, including each of their respective spouses, executors, representatives, heirs, successors,


or who assert duplicative claims for relief on their behalf.

C. On the Effective Date, each Releasing Party shall be deemed to have released and

forever discharged each of the Released Parties of and from any and all liability for any and all

Released Claims.

D. With respect to any and all Released Claims, and upon the Effective Date without

further action, for good and valuable consideration, Plaintiffs, on behalf of themselves and the

{00283936 } KL3 3119368.7

32


Settlement Class and as the representatives of the Settlement Class, shall fully, finally, and

forever expressly waive and relinquish with respect to the Released Claims, any and all

provisions, rights, and benefits of Section 1542 of the California Civil Code and any and all

similar provisions, rights, and benefits conferred by any law of any state or territory of the

United States or principle of common law that is similar, comparable, or equivalent to Section

1542 of the California Civil Code, which provides:

"A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

E. On the Effective Date, each of the Released Parties shall be deemed to have

released and forever discharged each of the Releasing Parties and their respective counsel, for all

Released Claims, except to enforce terms and conditions contained in this Agreement.

F. The Parties agree that the Court shall retain exclusive and continuing jurisdiction

over the Parties and the Settlement Class Members to interpret and enforce the terms, conditions,

and obligations under the Agreement.

X. ATTORNEYS' FEES AND EXPENSES AND PLAINTIFFS' SERVICE AWARDS

A. The award of Attorneys' Fees and Expenses will be paid from the Settlement

Fund and as set forth in Section IV(C) above. Class Counsel shall make an application for an

award of Attorneys' Fees and Expenses, on which J&JCC will take no position, not to exceed

thirty-three percent of the Settlement Fund. The application for an award of Attorneys' Fees and

Expenses will be made by Class Counsel. Class Counsel shall be responsible for allocating and

distributing the Attorneys' Fees and Expenses award.

B. The Attorneys' Fees and Expenses awarded by the Court shall be paid to Class

Counsel within ten (10) Days after the Effective Date.

{00283936 } KL3 3119368.7

33


C. Class Counsel shall make an application for Plaintiffs' Service Awards in the

amount of Ten Thousand Dollars ($10,000.00) to each of the Plaintiffs, on which J&JCC will

take no position. The Service Awards to these Plaintiffs will be in addition to the other

consideration to the Settlement Class Members, as set forth in Section IV above. The Service

Awards will come out of the Settlement Fund and will be paid within ten (10) Days of the

Effective Date.

XI. FINAL JUDGMENT AND ORDER APPROVING SETTLEMENT

This Agreement is subject to and conditioned upon the issuance by the Court of the Final

Judgment and Order Approving Settlement that finally certifies the Settlement Class for the

purposes of this Settlement, grants final approval of the Agreement, and provides the relief

specified herein, which relief shall be subject to the terms and conditions of the Agreement and

the Parties' performance of their continuing rights and obligations hereunder.

XII. REPRESENTATIONS AND WARRANTIES

A. J&JCC represents and warrants: (1) that it has the requisite corporate power and

authority to execute, deliver, and perform the Agreement and to consummate the transactions

contemplated hereby; (2) that the execution, delivery, and performance of the Agreement and the

consummation by it of the actions contemplated herein have been duly authorized by necessary

corporate action on the part of J&JCC; and (3) that the Agreement has been duly and validly

executed and delivered by J&JCC and constitutes its legal, valid, and binding obligation.

B. Plaintiffs represent and warrant that they are entering into the Agreement on

behalf of themselves individually and as proposed representatives of the Settlement Class

Members, of their own free will and without the receipt of any consideration other than what is

provided in the Agreement or disclosed to, and authorized by, the Court. Plaintiffs represent and

warrant that they have reviewed the terms of the Agreement in consultation with Class Counsel

{00283936 } KL3 3119368.7

34


and believe them to be fair and reasonable. Class Counsel represent and warrant that they are

fully authorized to execute the Agreement on behalf of Plaintiffs.

C. The Parties warrant and represent that no promise, inducement, or consideration

for the Agreement has been made, except those set forth herein. No consideration, amount, or

sum paid, accredited, offered, or expended by J&JCC in its performance of this Agreement

constitutes a fine, penalty, punitive damage, or other form of assessment for any claim against it.

XIII. NO ADMISSIONS, NO USE

The Agreement and every stipulation and term contained in it is conditioned upon final

approval of the Court and is made for settlement purposes only, pursuant to Federal Rule of

Evidence 408. Whether or not consummated, this Agreement shall not be: (a) construed as,

offered in evidence as, received in evidence as, and/or deemed to be, evidence of a presumption,

concession, or an admission by Plaintiffs, J&JCC, any Settlement Class Member or Releasing or

Released Party, of the truth of any fact alleged or the validity of any claim or defense that has

been, could have been, or in the future might be asserted in any litigation or the deficiency of any

claim or defense that has been, could have been, or in the future might be asserted in any

litigation, or of any liability, fault, wrongdoing, or otherwise of such Party; or (b) construed as,

offered in evidence as, received in evidence as, and/or deemed to be, evidence of a presumption,

concession, or an admission of any liability, fault, or wrongdoing, or in any way referred to for

any other reason, by Plaintiffs, J&JCC, any Releasing Party or Released Party in the Action or in

any other civil, criminal, or administrative action or proceeding other than such proceedings as

may be necessary to effectuate the provisions of the Agreement.

XIV. TERMINATION OF THIS AGREEMENT

A. Either Party may terminate this Agreement by providing written notice to the

other Party within ten (10) Days of the occurrence of any of the following:

{00283936 } KL3 3119368.7

35


1. The Court does not enter a Preliminary Approval Order conforming in all

material respects to Exhibit 2 hereto, and/or the Parties are required to make a change to the

Settlement Agreement that either Party deems material, including but not limited to, a change to

the definition of Settlement Class Members, the Settlement Relief described in Section IV,

supra, the Releases provided in Section IX, supra, or the type of notice required per the Notice

Program.

2. The Court does not conditionally and finally certify the Settlement Class

as defined herein or the Court's order certifying the Settlement Class is reversed, vacated, or

modified in any material respect by another court; or

3. The Court does not enter the Final Judgment and Order Approving

Settlement in all material respects as defined herein and in the form agreed by the Parties, or, if

entered, such Final Judgment and Order Approving Settlement is reversed, vacated, or modified

in any material respect by another court before the Effective Date.

B. It is expressly agreed that neither the failure of the Court to enter the Attorneys'

Fees and Expenses Award, the Service Awards, nor the amount of any attorneys' fees and costs

or incentive awards that may be finally determined and awarded, shall provide a basis for

termination of this Agreement.

C. J&JCC may unilaterally withdraw from and terminate this Agreement up to

fifteen (15) Days before the Final Approval Hearing if more than two hundred and fifty (250)

Settlement Class Members have submitted valid and timely Requests for Exclusion.

D. In the event of termination, the terminating Party shall cause the Settlement

Administrator to post information regarding the termination on the Settlement Website and the

terminating Party shall pay any notice costs.

{00283936 } KL3 3119368.7

36


E. In the event this Agreement terminates for any reason, all Parties shall be restored

to their respective positions as of immediately prior to the date of execution of this Agreement.

Upon termination, Section XIII herein shall survive and be binding on the Parties, but this

Agreement shall otherwise be null and void.

XV. MISCELLANEOUS PROVISIONS

A. Entire Agreement: The Agreement, including all Exhibits hereto, shall constitute

the entire Agreement among the Parties with regard to the Agreement and shall supersede any

previous agreements, representations, communications, and understandings among the Parties

with respect to the subject matter of the Agreement. The Agreement may not be changed,

modified, or amended except in a writing signed by one of Class Counsel and one of J&JCC's

Counsel and, if required, approved by the Court. The Parties contemplate that the Exhibits to the

Agreement may be modified by subsequent agreement of J&JCC and Class Counsel, or by the

Court. The Parties may make non-material changes to the Exhibits to the extent deemed

necessary, as agreed to in writing by all Parties.

B. Governing Law: The Agreement shall be construed under and governed by the

laws of the State of New York, in which the Court is located, applied without regard to laws

applicable to choice of law.

C. Execution in Counterparts: The Agreement may be executed by the Parties in one

or more counterparts, each of which shall be deemed an original but all of which together shall

constitute one and the same instrument. Facsimile signatures or signatures scanned to PDF and

sent by e-mail shall be treated as original signatures and shall be binding.

D. Notices: Whenever this Agreement requires or contemplates that one Party shall

or may give notice to the other, notice shall be provided in writing by first class U.S. Mail and

email to:

{00283936 } KL3 3119368.7

37


1. If to Plaintiffs or Class Counsel:

Todd S. Garber FINKELSTEIN, BLANKINSHIP, FREI-PEARSON & GARBER, LLP 445 Hamilton A venue, Suite 605 White Plains, NY 10601 (914) 298-3283 [email protected]

Kim E. Richman RICHMAN LAW GROUP 81 Prospect Street Brooklyn, NY 11201 (212) 687-8291 [email protected]

2. Ifto J&JCC or J&JCC's Counsel:

Harold P. Weinberger KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, NY 10036 (212) 715-9216 [email protected]

E. Stay of Proceedings: Upon the execution of this Agreement, all discovery and

other proceedings in this Action shall be stayed until further order of the Court, except for

proceedings that may be necessary to implement the Agreement or comply with or effectuate the

terms of this Settlement Agreement.

F. Good Faith: The Parties agree that they will act in good faith and will not engage

in any conduct that will or may frustrate the purpose of this Agreement. The Parties further

agree, subject to Court approval as needed, to reasonable extensions of time to carry out any of

the provisions of the Agreement.

G. Binding on Successors: The Agreement shall be binding upon, and inure to the

benefit of, the heirs of the Released Parties.

H.

{00283936 } KL3 3119368.7

Arm's-Length Negotiations: The determination of the terms and conditions

38


contained herein and the drafting of the provisions of this Agreement has been by mutual

understanding after negotiation, with consideration by, and participation of, the Parties hereto

and their counsel. This Agreement shall not be construed against any Party on the basis that the

Party was the drafter or participated in the drafting. Any statute or rule of construction that

ambiguities are to be resolved against the drafting party shall not be employed in the

implementation of this Agreement and the Parties agree that the drafting of this Agreement has

been a mutual undertaking.

I. Waiver: The waiver by one Party of any provision or breach of the Agreement

shall not be deemed a waiver of any other provision or breach of the Agreement.

J. Variance: In the event of any variance between the terms of this Agreement and

any of the Exhibits hereto, the terms of this Agreement shall control and supersede the

Exhibit(s).

K. Exhibits: All Exhibits to this Agreement are material and integral parts hereof,

and are incorporated by reference as if fully rewritten herein.

L. Taxes: No opinion concerning the tax consequences of the Agreement to any

Settlement Class Member is given or will be given by J&JCC, J&JCC's Counsel, or Class

Counsel; nor is any Party or their counsel providing any representation or guarantee respecting

the tax consequences of the Agreement as to any Settlement Class Member. Each Settlement

Class Member is responsible for his/her tax reporting and other obligations respecting the

Agreement, if any.

M. Implementation Before Effective Date: The Parties may agree in writing to

implement the Agreement, or any portion thereof, after the entry of the Final Judgment and

Order Approving Settlement, but prior to the Effective Date.

(00283936 } KL3 3119368.7

39


N. Modification in Writing: This Agreement may be amended or modified only by

written instrument signed by one of Class Counsel and J&JCC's Counsel. Amendments and

modifications may be made without additional notice to the Settlement Class Members unless

such notice is required by the Court.

0. Integration: This Agreement represents the entire understanding and agreement

among the Parties and supersedes all prior proposals, negotiations, agreements, and

understandings related to the subject matter of this Agreement. The Parties acknowledge,

stipulate, and agree that no covenant, obligation, condition, representation, warranty,

inducement, negotiation, or undertaking concerning any part or all of the subject matter of this

Agreement has been made or relied upon except as set forth expressly herein.

P. Retain Jurisdiction: The Court shall retain jurisdiction with respect to the

implementation and enforcement of the terms of this Agreement, and all Parties hereto submit to

the jurisdiction of the Court for purposes of implementing and enforcing the agreement

embodied in this Agreement.

{00283936 } KL3 3119368.7

40


5/23/2017

IN WITNESS WHEREOF, each of the Parties he1·eto has executed this Agreement and

has caused it to be executed on its behalf by its duly authorized counsel of record, all as of the

day set forth below.

Dated:_)___,_~ f_l _l r-'-l _iJ I _,_7 _

5"°[ w/ 2-0 I /L Dated: 'T --------

Dated:

Dated: --------

{00283936 ) KL3 3119368. 7

.-

By:_--+-l*'oA'V''--+--''-+Fl'--'-------Har d einberger Krnmer L~vin Naftalis & Frankel LLP

Attorneys for Johnson & Johnson Consumer Companies, Inc,

~-Kathleen Widmer, President Johnson & Johnson Consumer, lnc.

Finkestein, Blankinship, Frei-Pearson & Gal'he1·, T J ,p ·

Attorneys for Plaintiffs and for the Settlement Class Members

Dy: fo£jl;--

41

Kim E. Richman Richman Law Group

Attorneys.for Plaintiffs and for the Settlement Class Members


!lw:lill'~id l KL3 3119168'6

$'y: . .•. . .· ..... ··.··· · Plaint!ffHQwiu\'.l Pet111o!r

4Z

.! Case 7:13-cv-03073-NSR-LMS Document 110-1 Filed 05/26/17 Page 43 of 46

IN WITNESS WHEREOF, each of the Parties hereto has caused the Agreement to be executed on its behalf by its duly authorized counsel of record~ all as of the day set forth be!mv.

Ry: ____________ ~ Harold Weinberger Kramer Levin Naftalis & Frankel LLP

Attorneys for Johnson & Johnson Conswner Companies, Inc.

Dated: --------8 y: ____________ _ Kathleen Widmer, President Johnson & Johnson Consumer, Inc.

Dated: _______ _ By: ____________ _

Todd S. Garber F\nkestein, Blankinship. Frei-Pearson & Garber. LLP

Attorneys for Plaintiffs and for tfre Settlement Class Members

Dated: _______ _ By: ___________ _

Kim E. Richman Richman Law Group

Atlorneysfor Plaintiffs and for the Settlement Class Members

Dated: _______ _ By:.~~~-:-:--:-:::-:-~~~~

Plaintiff Michael Goldemberg

Dated: _ __!.->l...i/,_i~?r-J/Hl-1-'--


Dated: --------By:.~----------~

Plain ti ff l loward Petlack


Plaintiff Michael Goldemberg

Dated: -------~

By: ____________ _ Plaintiff Atmie Le


{00285104 } KL3 3120397.2

Exhibit 1


{00285104 }

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK


Plaintiffs,

vs.


Defendant.

Case No.: 7:13-cv-03073-NSR-LMS Hon. Nelson S. Román

[PROPOSED] ORDER AND JUDGMENT

WHEREAS, this matter came before the Court for hearing on _________ 2017 (the

“Settlement Hearing”), on motion of Plaintiffs in the above-captioned action (the “Action”) to,

among other things, determine (i) whether the terms and conditions set forth in the Stipulation

and Agreement of Settlement dated as of May 23, 2017 (the “Settlement Agreement”) and the

settlement (the “Settlement”) embodied therein, are fair, reasonable, and adequate and should

be approved by the Court; (ii) whether a Judgment providing, among other things, for the

dismissal with prejudice of the Action against Defendants as provided for in the Settlement

Agreement, should be entered; and

WHEREAS, the Court, in its Order entered _______, 2017 (the “Preliminary Approval

Order”) directed that a Short-form Notice and a Long-form Notice be provided to the class as

set forth in Section VII of, and Exhibit 6 to, the Settlement Agreement; and

WHEREAS, each of the Short-form and Long-form notices (collectively, the

“Settlement Notices”) advised putative Class Members of (a) the dates for filing (i) a request to

exclude themselves from the proposed Class; (ii) any objections to the Settlement, Class


{00285104 } - 2 -

Counsel’s application for an award of Class Counsel Fees, or the Class Representatives’

request for a Service Award; and (iii) a Claim Form; and (b) the manner and method of making

each such filing or identified where such information could be obtained; and

WHEREAS, the provisions of the Preliminary Approval Order as to notice were

complied with; and

WHEREAS, on ____, 2017, the Class Representatives moved for final approval of the

Settlement and for the award of a Service Award, as set forth in the Preliminary Approval

Order; and

WHEREAS, on ___________, 2017, Class Counsel moved for an award of Class

Counsel Fees, as set forth in the Preliminary Approval Order; and

WHEREAS, the Settlement Hearing was duly held before this Court on __________,

2017, at which time all interested persons and entities were afforded the opportunity to be

heard; and

WHEREAS, this Court has considered all matters submitted to it at the Settlement

Hearing and all papers filed and proceedings had herein and otherwise being fully informed in

the premises and good cause appearing therefore;

NOW, THEREFORE, IT IS HEREBY ORDERED THAT:

1. The Settlement Agreement is incorporated by reference in this Judgment as

though fully set forth herein. All capitalized terms used herein shall have the meanings set forth

in the Settlement Agreement.

2. The Court has jurisdiction over the subject matter of the Action and over all

parties to the Action, including all Class Members and the Settlement Administrator.


{00285104 } - 3 -

3. Pursuant to Rules 23(a) and (b) of the Federal Rules of Civil Procedure, and for

the purposes of the Settlement only, the Action is hereby finally certified as a class action on

behalf of all persons who purchased any of Defendant’s Aveeno Active Naturals Products

including those listed on the attached Exhibit A within the United States, including the District of

Columbia, and all U.S. territories, including Puerto Rico, Guam and the U.S. Virgin Islands,

between May 7, 2007 and [INSERT DATE OF PRELIMINARY APPROVAL ORDER].

4. The Court finds, for the purposes of the Settlement only, that the prerequisites for

a class action under Rules 23(a) and (b) of the Federal Rules of Civil Procedure have been

satisfied in that: (a) the number of Class Members is so numerous that joinder of all members

thereof is impracticable; (b) there are questions of law and fact common to the Class; (c) the

claims of the Class Representatives are typical of the claims of the Class they seek to represent;

(d) the Class Representatives and Class Counsel have and will fairly and adequately represent the

interests of the Class; (e) the questions of law and fact common to the members of the Class

predominate over any questions affecting only individual members of the Class; (f) a class action

is superior to other available methods for the fair and efficient adjudication of the controversy;

and (g) Defendant has acted or refused to act on grounds that apply generally to the Class, so that

final injunctive relief is appropriate respective the class as a whole.

5. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and for the purposes

of the Settlement only, plaintiffs Michael Goldemberg, Annie Le, and Howard Petlack are

certified as the Class Representatives and D. Greg Blankinship, Jeremiah Frei-Pearson, and Todd

S. Garber of the law firm of Finkelstein, Blankinship, Frei-Pearson & Garber, LLP and Kim

Richman of the Richman Law Group are certified as Class Counsel.


{00285104 } - 4 -

6. Notice of the pendency of the Action as a class action and of the proposed

Settlement, as set forth in the Settlement Notices, was given to all Class Members who could be

identified with reasonable effort, consistent with the terms of the Preliminary Approval Order.

The form and method of notifying the Class of the pendency of the Action as a class action and

of the terms and conditions of the proposed Settlement met the requirements of Rule 23 of the

Federal Rules of Civil Procedure, due process, and any other applicable law in the United States.

Such notice constituted the best notice practicable under the circumstances, and constituted due

and sufficient notice to all persons and entities entitled thereto.

7. Pursuant to and in compliance with Rule 23 of the Federal Rules of Civil

Procedure, the Court hereby finds that due and adequate notice of these proceedings was directed

to all persons and entities who are Class Members, advising them of the Settlement and of their

right to exclude themselves from the Class, to submit a Claim Form for a Claim Payment and to

object to the Settlement, and a full and fair opportunity was accorded to all persons and entities

who are Class Members to be heard with respect to the foregoing matters. Thus, it is hereby

determined that all Class Members who did not timely and properly elect to exclude themselves

by written communication postmarked or otherwise delivered on or before the date set forth in

the Preliminary Approval Order and the Settlement Notices are bound by this Order and

Judgment.

8. This Court finds that the persons and entities identified on Exhibit B hereto timely

filed a properly completed written request to exclude themselves from the Class, pursuant to the

procedures set forth in the Preliminary Approval Order. Accordingly, all such persons and

entities are hereby excluded from the Class, shall not be bound by the terms of this Order and

Judgment, and shall not be entitled to the receipt of any Claim Payment.


{00285104 } - 5 -

9. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby

approves the Settlement as set forth in the Settlement Agreement and finds that Settlement,

including but not limited to the terms of the Settlement Agreement governing the Claim

Payments to be paid to Authorized Claimants and the procedures for submission of Claim Forms,

the review and determination of the validity of such Claim Forms, and the distribution of Claim

Payments to Authorized Claimants, is, in all respects, fair, reasonable, and adequate, and in the

best interests of the Class Members, including the Class Representatives. This Court further finds

that the Settlement set forth in the Settlement Agreement is the result of arm’s-length

negotiations between experienced counsel representing the interests of the Settling Parties, that it

was negotiated with the assistance of an experienced, independent mediator, and that Class

Counsel has concluded that the proposed Settlement is fair, reasonable, and adequate.

Accordingly, the Settlement embodied in the Settlement Agreement is hereby approved in all

respects and shall be consummated in accordance with the terms and provisions of the Settlement

Agreement.

10. The Action and all claims asserted therein are dismissed with prejudice and

without costs, as such costs are identified in 28 U.S.C. § 1920.

11. Upon the Effective Date, each of the Class Representatives and each Settlement

Class Member, on behalf of themselves, and each of their heirs, executors, trustees,

administrators, beneficiaries, predecessors, successors, and assigns, and any other person

claiming by, through, or on behalf of them, shall be deemed by operation of law (a) to have

released, waived, discharged, and dismissed each and every of the Released Claims against the

Released Parties, as defined in the Settlement Agreement (b) shall forever be enjoined from

commencing, instituting, or prosecuting any or all of the Released Claims against any of the


{00285104 } - 6 -

Released Parties; and (c) shall not institute, continue, maintain, or assert, either directly or

indirectly, whether in the United States 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 person

or entity who may claim any form of contribution or indemnity from any of the Released Parties

in respect of any Released Claim.

12. Class Counsel are hereby awarded Class Counsel Fees of $2,250,000, which sum

the Court finds to be fair and reasonable. In making this award, the Court has considered and

found that:

(a) The Class Notice advised that Class Counsel would move for an award of Class

Counsel Fees of up to $ 2,250,000, as to which Defendant would take no position, and no

objections were filed against the terms of the proposed Settlement or the ceiling on the award of

Class Counsel Fees disclosed in the Class Notice;

(b) The Action involves complex factual and legal issues, was actively prosecuted,

and, in the absence of the Settlement, would involve further lengthy proceedings with uncertain

resolution of the complex factual and legal issues;

(c) D. Greg Blankinship, Todd S. Garber, and their firm of Finkelstein, Blankinship,

Frei-Pearson & Garber, LLP and Kim E. Richman of the Richman Law Group skillfully and

zealously pursued the Action on behalf of the Class Representatives and the Class;

(d) The hourly rates charged by Class Counsel are reasonable;

(e) Had Class Counsel not achieved the Settlement, there would remain a significant

risk that the Class Representatives and the Class would recover less or nothing from the

Defendant; and


{00285104 } - 7 -

(f) The amount of the Class Counsel Fees awarded herein is consistent with awards

in similar cases.

(g) Class Counsel shall be responsible for allocating and distributing the Attorneys’

Fees and Expenses award to Plaintiffs’ Counsel.

13. The Court finds that an award to the Class Representatives for their time and

effort in representing the Class in the prosecution of the Action is fair and reasonable, and thus

awards each of the Class Representatives a Service Award in the amount of $10,000.00.

14. This Order and Judgment, the Settlement Agreement, any of its terms and

provisions, any of the negotiations or proceedings connected with it, and any of the documents or

statements referred to therein:

(a) shall not be offered or received against Defendant or any other Released Party as

evidence of, or construed as, or deemed to be evidence of any presumption, concession, or

admission by Defendant or Released Parties with respect to the truth of any fact alleged by the

Class Representatives or the validity of any claim that was or could have been asserted against

any Defendant or Released Parties in the Action or in any litigation, or of any liability, fault,

misconduct, or wrongdoing of any kind of any of the Defendant or Released Parties;

(b) shall not be offered or received against Defendant or Released Parties as evidence

of a presumption, concession, or admission of any liability, fault, misconduct, or wrongdoing by

any Defendant or the Released Parties or against the Class Representatives or any Settlement

Class Members as evidence of any infirmity in the claims of the Class Representatives or the

other Settlement Class Members;

(c) shall not be offered or received against Defendant or Released Parties, or against

the Class Representatives or any other Settlement Class Members, as evidence of a presumption,


{00285104 } - 8 -

concession, or admission with respect to any liability, fault, misconduct, or wrongdoing of any

kind, or in any way referred to for any other reason as against any Defendant or Released Parties,

in any other civil, criminal, regulatory or administrative action or proceeding, other than such

proceedings as may be necessary to effectuate the provisions of the Settlement Agreement and

this Order and Judgment; provided, however, that Defendant or any of the other Released Parties

may refer to this Order and Judgment and the Settlement Agreement to effectuate the protection

from liability granted them thereunder;

(d) shall not be construed against any Defendant or Released Parties, or against the

Class Representatives or any other Settlement Class Members as an admission, concession, or

presumption that the consideration to be given hereunder represents the amount which could be

or would have been recovered after trial; and

(e) shall not be construed against the Class Representatives or any other Settlement

Class Members as an admission, concession, or presumption that any of their claims are without

merit or that damages recoverable under the Complaint or Amended Complaint in this Action

would not have exceeded the aggregate of the Claim Payments to which Settlement Class

Members are entitled under the terms of this Agreement.

15. No Settlement Class Member shall have any claim against the Class

Representatives, Class Counsel, the Defendant, the Released Parties, the Defendant’s Counsel, or

the Settlement Administrator based on, arising out of, or related to the amount of the Claim

Payment to be paid to Authorized Claimants, the procedures for submission of Claim Forms, the

review and determination of the validity of such Claim Forms, and the distribution of Claim

Payments to Authorized Claimants that are set forth, made, or effected substantially in


{00285104 } - 9 -

accordance with the Settlement Agreement and the Settlement embodied therein or further order

of the Court.

16. The Court reserves jurisdiction, without affecting in any way the finality of this

Order and Judgment, over (a) the implementation and enforcement of this Settlement; (b) the

allowance, disallowance, or adjustment of any Approved Claimant’s claim challenged in a

Johnson & Johnson Consumer Companies, Inc. Objection Application; (c) enforcing and

administering this Order and Judgment; (d) enforcing and administering the Settlement

Agreement, including any releases executed in connection therewith; and (e) other matters

related or ancillary to the foregoing.

17. In the event that this Order and Judgment does not become Final or the Settlement

is terminated pursuant to the terms of the Settlement Agreement, then this Order and Judgment

shall be rendered null and void to the extent provided by and in accordance with the Settlement

Agreement, and shall be vacated to the extent provided by the Settlement Agreement and, in

such event: (a) all Orders entered and releases delivered in connection herewith shall be null and

void to the extent provided by and in accordance with the Settlement Agreement; and (b) the fact

of the Settlement shall not be admissible in any trial of the Action and the Settling Parties shall

be deemed to have reverted to their respective status in the Action immediately prior to May 22,

2017.

18. Without further order of the Court, the parties may agree to reasonable extensions

of time to carry out any of the provisions of the Settlement Agreement.

19. There is no just reason for delay in the entry of this Order and Judgment and

immediate entry by the Clerk of the Court is expressly directed.


{00285104 } - 10 -

Dated: ____________, 2017 __________________________________________

HONORABLE NELSON S. ROMÁN UNITED STATES DISTRICT JUDGE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK


{00285105 } KL3 3120395.3

Exhibit 2


{00285105 } KL3 3120395.3 1



Plaintiffs,

vs.


Defendant.

Case No.: 7:13-cv-03073-NSR-LMS Hon. Nelson S. Román

[PROPOSED] ORDER PRELIMINARILY APPROVING CLASS ACTION SETTLEMENT

WHEREAS, Plaintiffs in this action Michael Goldemberg, Annie Le, and Howard

Petlack, and Defendant, Johnson & Johnson Consumer Companies, Inc. have entered into a

Class Action Settlement Agreement (“Settlement Agreement” or “Agreement”) after

substantial motion practice, discovery, and lengthy arms-length settlement discussions;

AND, WHEREAS, the Court has received and considered the Agreement, including

the accompanying exhibits, and the record in this Action;

AND, WHEREAS, the Plaintiffs have made an unopposed application, pursuant to

Federal Rule of Civil Procedure 23(e), for an order preliminarily approving the settlement of

this Action, and for its dismissal with prejudice upon the terms and conditions set forth in the

Settlement Agreement;

AND, WHEREAS, the Court has reviewed the Plaintiffs’ application and the

supporting memorandum for such order, and has found good cause for same.

NOW, THEREFORE, IT IS HEREBY ORDERED:


{00285105 } KL3 3120395.3 2

The Class Is Preliminarily Certified

1. If not otherwise defined herein, all capitalized terms have the same meanings

as set forth in the Agreement.

2. Pursuant to Federal Rule of Civil Procedure 23(e), the Court certifies for the

sole purpose of consummating the settlement of the Action in accordance with the Agreement

the following Class: all persons who purchased the Covered Products (as defined in the

Settlement Agreement), including those listed on the attached Exhibit A within the United States,

including the District of Columbia and all U.S. territories, including Puerto Rico, Guam, and

the U.S. Virgin Islands during the Class Period. Excluded from the Settlement Class are: (i)

current and former officers and directors of Defendant; (ii) members of the immediate families

of the officers and directors of Defendant; (iii) Defendant’s legal representatives, heirs,

successors, or assigns, and any entity in which they have or have had a controlling interest;

and (iv) the judicial officer to whom this lawsuit is assigned.

3. This certification of the Class is made for the sole purpose of consummating the

settlement of the Action in accordance with the Settlement Agreement. If the Court’s grant of

final approval does not become final for any reason whatsoever, or if it is modified in any

material respect, this class certification shall be deemed void ab initio, shall be of no force or

effect whatsoever, and shall not be referred to or used for any purpose whatsoever, including in

any later attempt by or on behalf of Class Representatives or anyone else to seek class

certification in this or any other matter.

4. The Class meets all requirements of Federal Rule of Civil Procedure 23 (a) and

(b) for certification of the class claims alleged in the operative Complaint, including: (a)

numerosity; (b) commonality; (c) typicality; (d) adequacy of the Class Representatives and

Class Counsel; (e) predominance of common questions of fact and law; (f) superiority; and (g)


{00285105 } KL3 3120395.3 3

final injunctive relief is appropriate respecting the class as a whole.

5. Class Counsel and the Class Representatives are found to be adequate

representatives of the Class pursuant to Rule 23 of the Federal Rules of Civil Procedure. The

Court appoints D. Greg Blankinship, Todd S. Garber, Jeremiah Frei-Pearson, and Kim E.

Richman as representatives of the Class. The Court also designates Finkelstein, Blankinship,

Frei-Pearson & Garber, LLP and the Richman Law Group, whom the Court finds are

experienced and adequate counsel having considered the factors set forth in Rule 23(g)(1), as

Lead Class Counsel.

The Settlement Agreement Is Preliminarily Approved And Final Approval Schedule Set

6. The Court hereby preliminarily approves the Agreement and the terms and

conditions of settlement set forth therein, subject to further consideration at the Final Approval

Hearing.

7. The Court has conducted a preliminary assessment of the fairness,

reasonableness, and adequacy of the Agreement, and hereby finds that the settlement falls

within the range of reasonableness meriting possible final approval. The Court therefore

preliminarily approves the proposed settlement as set forth in the Agreement.

8. Pursuant to Federal Rule of Civil Procedure 23(e) the Court will hold a final

approval hearing on , 2017, at a.m./p.m., in the Courtroom of the Honorable

Judge Nelson S. Román, United States District Court for the Southern District of New York,

300 Quarropas Street, White Plains, New York 10601 for the following purposes:

a. determining whether the proposed settlement of the Action on the terms

and conditions for the Agreement is fair, reasonable, and adequate and should

be approved by the Court;


{00285105 } KL3 3120395.3 4

b. considering the application of Class Counsel for an award of attorneys’

fees and expenses as provided for under the Agreement;

c. considering the application for service awards to the Class

Representatives as provided for under the Agreement;

d. considering whether the Court should enter the Final Order Approving

Settlement;

e. considering whether the release by the Class Members of the Released

Claims as set forth in the Agreement and the Final Order should be provided;

and

f. ruling upon such other matters as the Court may deem just and

appropriate.

9. The Court may adjourn the Final Approval Hearing and later reconvene such

hearing.

10. Any Class Member may enter an appearance in the Action, at his or her own

expense, individually or through counsel. All Class Members who do not enter an appearance

will be represented by Class Counsel.

11. The Parties may further modify the Agreement prior to the Final Approval

Hearing so long as such modifications do not materially change the terms of the settlement

provided therein.

12. The Court retains jurisdiction to consider all further applications arising out of

or connected with the proposed settlement. The Court may approve the Agreement with such

modifications as may be agreed to by the Parties, if appropriate, without further notice to Class

Members.


{00285105 } KL3 3120395.3 5

13. Opening papers in support of final approval of the Settlement Agreement and

any application for attorneys’ fees and expenses and/or the Class Representatives’ service

awards must be filed with the Court and served at least fourteen (14) days prior to the Final

Approval Hearing. Reply papers, if any, must be filed and served at least five (5) days prior

to the Final Approval Hearing.

The Court Approves the Form and Method of Class Notice and Notice Plan

14. The Court approves, as to form and content, the Notice Program set forth in

Section VII of, and Exhibit 6 to the Agreement and the proposed Long-form Notice and Short-

form Notice (collectively the “Class Notice”), which are Exhibits 3 and 4, respectively, to the

Agreement on file with this Court.

15. The Court finds that the distribution of Class Notice substantially in the manner

and form set forth in this Order and the Agreement meets the requirements of Federal Rule of

Civil Procedure 23 and due process, is the best notice practicable under the circumstances, and

shall constitute due and sufficient notice to all Persons entitled thereto.

16. Pursuant to the Agreement, the Defendant will notify the appropriate federal

and state officials of this Settlement Agreement as required by the Class Action Fairness Act

(“CAFA”), 28 U.S.C. § 1715.

17. The Court approves the designation of Angeion Group, LLC to serve as the

Court-appointed Settlement Administrator for the settlement. The Settlement Administrator

shall disseminate Class Notice and supervise and carry out the notice procedure, the

processing of claims, and other administrative functions, and shall respond to Class Member

inquiries, as set forth in the Agreement and this Order under the direction and supervision of

the Court.


{00285105 } KL3 3120395.3 6

18. The Court directs the Settlement Administrator to establish a Settlement

Website, making available copies of this Order, the Class Notice, and Claim Forms that may

be downloaded and submitted online or by mail, the Agreement and all exhibits thereto, and

such other information as may be of assistance to Class Members or required under the

Agreement.

19. The Settlement Administrator is ordered to institute the dissemination of the

Class Notice as set forth in the Agreement, no later than 45 days after the Court enters this

Preliminary Approval Order, including by publication and internet publication.

20. The costs of the Class Notice, processing of claims, creating and maintaining

the Settlement Website, and all other Settlement Administrator and Class Notice expenses

shall be paid out of the Settlement Fund in accordance with the applicable provisions of the

Agreement.

Procedure For Class Members To Participate In The Settlement

21. Class Members who wish to claim a settlement award must submit their Claim

Form and supporting documentation no later than 100 days after the date first set by the Court

for the Final Approval Hearing. Such deadline may be further extended without notice to the

Class by Court Order, by agreement between the Parties, or as set forth in the Agreement.

Procedure for Requesting Exclusion from the Class

22. Any Person falling within the definition of the Class may, upon his or her

request, be excluded from the Class. Any such Person must submit a Request for Exclusion to

the Settlement Administrator postmarked or delivered no later than 30 days before the date

first set for the Final Approval Hearing (the “Opt-Out Date”), as set forth in the Class Notice.

23. Any Class Member who does not send a signed Request for Exclusion


{00285105 } KL3 3120395.3 7

postmarked or delivered on or before the Opt-Out Date will be deemed to be a Class Member

for all purposes and will be bound by all further orders of the Court in this Action and by the

terms of the settlement, if finally approved by the Court. The written Request for Exclusion

must request exclusion from the Class, must be signed by the potential Class Member and

include their email and mailing address as well as a statement indicating that the Person desires

to be excluded from the Class. All Persons who submit valid and timely Requests for

Exclusion in the manner set forth in the Agreement shall have no rights under the Agreement

and shall not be bound by the Agreement or the Final Judgment and Order.

24. A list reflecting all Requests for Exclusions shall be filed with the Court by

Plaintiff at or before the Final Approval Hearing.

Procedure for Objecting to the Settlement

25. Any Class Member who desires to object to the proposed settlement, including

the requested attorneys’ fees and expenses or service awards to the Class Representatives,

must timely file with the Clerk of this Court a notice of the objection(s), together with all

papers that the Class Member desires to submit to the Court no later than 30 days before the

date first set for the Final Approval Hearing (the “Objection Date”). The objection must also

be served on Class Counsel and Defendant’s counsel no later than the Objection Date. The

Court will consider such objection(s) and papers only if such papers are received on or before

the Objection Date provided in the Class Notice, by the Clerk of the Court, and by Class

Counsel and Defendant’s counsel. In addition to the filing with this Court, such papers must

be sent to each of the following persons:

Todd S. Garber Finkelstein, Blankinship, Frei-Pearson & Garber, LLP 445 Hamilton Avenue, Suite 605 White Plains, NY 10601 (914) 298-3281


{00285105 } KL3 3120395.3 8

Kim E. Richman Richman Law Group 81 Prospect Street Brooklyn, NY 11201 (212) 687-8291

Harold P. Weinberger Kramer, Levin, Naftalis & Frankel, LLP 1177 Avenue of The Americas New York, NY 10036 (212) 715-9132

The written objection must include: (a) a heading which refers to the Action; (b) the

objector’s name, address, telephone number, and, if represented by counsel, of his/her counsel;

(c) a statement that the objector purchased Covered Products during the period of time

described in the Settlement Class Definition; (d) a statement whether the objector intends to

appear at the Final Approval Hearing, either in person or through counsel; (e) a statement of

the objection and the grounds supporting the objection; (f) copies of any papers, briefs, or

other documents or evidence upon which the objection is based; (g) the name and case

number of all objections to class action settlements made by the objector or his or her counsel

in the last five years; and (h) the objector’s signature.

26. Any Class Member who files and serves a written objection, as described in the

preceding Section, may appear at the Final Approval Hearing, either in person or through

counsel hired at the Class Member’s expense, to object to any aspect of the fairness,

reasonableness, or adequacy of this Agreement, including attorneys’ fees. Class Members or

their attorneys who intend to make an appearance at the Final Hearing must serve a notice of

intention to appear on the Class Counsel identified in the Class Notice and to Defendant’s

counsel, and file the notice of appearance with the Court no later than 20 days before the Final

Approval Hearing.


{00285105 } KL3 3120395.3 9

27. Any Class Member who fails to comply with the provisions of the preceding

paragraphs 25 and 26 shall waive and forfeit any and all rights he or she may have to appear

separately and/or to object, and shall be bound by all the terms of the Agreement and by all

proceedings, orders, and judgments, including, but not limited to, the Release, in the Action.

28. Pending final determination of whether the settlement should be approved,

neither the Class Representatives nor any Class Member, either directly, representatively, or

in any other capacity, shall commence or prosecute against the Released Parties any action or

proceeding in any court or tribunal asserting any of the Released Claims.

29. All proceedings in this Action with respect to Defendant are hereby stayed and

suspended pending the Final Approval of the Class Settlement, except such proceedings as are

provided for in the Agreement, or which may be necessary to implement the terms of the

Agreement, the Class, or this Order.

30. Counsel for the Parties are hereby authorized to utilize all reasonable

procedures in connection with the administration of the settlement which are not materially

inconsistent with either this Order or the terms of the Agreement.

IT IS SO ORDERED.

DATED:

HONORABLE NELSON S. ROMÁN UNITED STATES DISTRICT JUDGE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK


{00285106 } KL3 3120391.4

Exhibit 3


- 1 -

{00285106 } KL3 3120391.4


IF YOU PURCHASED CERTAIN JOHNSON & JOHNSON AVEENO ACTIVE NATURALS PRODUCTS BETWEEN May 7,

2007 and – [PRELIM APP] YOU MAY BE ENTITLED TO A CASH PAYMENT

THIS NOTICE AFFECTS YOUR RIGHTS.

Para una notificación en español, vaya a www.AveenoActiveNaturalsSettlement.com.

A Federal Court authorized this notice. This is not a solicitation from a lawyer.

PLEASE READ THIS NOTICE AND THE ENCLOSED CLAIM FORM CAREFULLY.

A proposed nationwide settlement has been reached in a class action lawsuit involving certain Aveeno Active Naturals products (the “Covered Products”). You may be a class member in the proposed settlement and may be entitled to participate in the proposed settlement.

The United States District Court for the Southern District of New York (the “Court”) has ordered the issuance of this notice in the lawsuit entitled Goldemberg v. Johnson & Johnson Consumer Companies, Inc., 7:13-cv-3073. Johnson & Johnson denies it did anything wrong and has defended itself throughout the lawsuit. The Court has not decided who is right. Both sides have agreed to settle the dispute to avoid burdensome and costly litigation.

You may be a class member in the proposed settlement and may be entitled to participate in the proposed settlement, if it is finally approved, if you purchased any of the Covered Products between May 7, 2007 and [Prelim. Approv] within the United States including the District of Columbia and all U.S. territories, including Puerto Rico, Guam and the U.S. Virgin Islands. You may be eligible to obtain $2.50 for each purchase of a Covered Product for up to twenty (20) Covered Products without Proof of Purchase and unlimited Covered Products with Proof of Purchase, if you qualify and submit a valid Claim Form.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

SUBMIT A CLAIM FORM

This is the only way to get a cash payment. Postmark or submit your Claim Form by XXXXX

EXCLUDE YOURSELF

Get no settlement benefits. Remove yourself from both the settlement and the lawsuit. Postmark your exclusion request by XXXXXXXX, 2017.

OBJECT

Write to the Court about why you don’t like the settlement. File and serve your objection by XXXXXXX, 2017.

GO TO A HEARING

Ask to speak in Court about the fairness of the settlement.

DO NOTHING Get no cash payment. Give up your rights.


- 2 -

{00285106 } KL3 3120391.4

• Your rights and options — and the deadlines to exercise them — are explained in this notice.

• The Court in charge of this litigation still has to decide whether to approve the settlement of this case. Payment will be made if the Court approves the settlement and after any appeals are resolved. Please be patient.

BASIC INFORMATION ..............................................................................................................................3

1. Why is there a notice? 2. What is this lawsuit about? 3. Who is included in the settlement class?

THE SETTLEMENT BENEFITS – WHAT YOU MAY GET ..............................................................5

4. Cash from the claim process. 5. What else does the settlement provide?

HOW YOU GET A CASH PAYMENT – SUBMITTING A CLAIM FORM..................................5

6. How can I get a payment? 7. How do I send in a claim? 8. When is the Claim Form due? 9. Who decides my claim? 10. When would I get my payment? 11. What if the fund is too small? Too large? 12. What happens if I do nothing at all?

EXCLUDING YOURSELF FROM THE SETTLEMENT.................................................................6

13. How do I get out of the settlement?

THE LAWYERS REPRESENTING YOU. ..........................................................................................6

14. Do I have lawyers in this case? 15. How will the lawyers be paid?

OBJECTING TO THE SETTLEMENT...............................................................................................7

16. How do I tell the Court that I do not like the Settlement? 17. What is the difference between objecting and excluding?

RELEASE OF CLASS MEMBERS’ CLAIMS AND DISMISSAL OF LAWSUIT ........................7

18. In return for these settlement benefits, what am I giving up?

WHAT THIS NOTICE CONTAINS


- 3 -

{00285106 } KL3 3120391.4

THE FINAL APPROVAL HEARING .................................................................................................8

19. When and where will the Court decide whether to approve the settlement? 20. Do I have to come to the hearing? 21. May I speak at the hearing?

GETTING MORE INFORMATION ....................................................................................................8

22. Are there more details about the settlement?

A Court authorized this notice because you have a right to know about the proposed Settlement of a class action lawsuit known as Goldemberg v. Johnson & Johnson Consumer Companies, Inc., 7:13-cv-3073-NRS-LMS, United States District Court, Southern District of New York and about all of your options before the Court decides whether to give final approval to the Settlement. This notice explains the lawsuit, the Settlement, and your legal rights.

Judge Nelson S. Román of the United States District Court of the Southern District of New York is overseeing this case. The people who sued are called the “Plaintiffs.” Johnson & Johnson Consumer Companies, Inc. (Johnson & Johnson) is the “Defendant.”

A proposed settlement has been reached in a class action lawsuit about the advertising of some of Johnson & Johnson’s Aveeno Active Naturals Products. The Plaintiffs in the lawsuit claim that Johnson & Johnson made misstatements about its Aveeno Active Naturals Products by describing certain Aveeno Active Naturals Products as “natural” or “Active Naturals.”

Johnson & Johnson has filed answers denying all of Plaintiffs’ claims and strongly denies all allegations of wrongdoing, fault, liability, or damage of any kind to Plaintiffs or the Settlement Class, denies that it acted improperly or wrongfully in any way, and is entering into this settlement to avoid burdensome and costly litigation. The settlement is not an admission of wrongdoing.

The Plaintiffs’ Amended Complaint, the Settlement Agreement, and other case-related documents are posted on the website, www.AveenoActiveNaturalsSettlement.com. The Settlement resolves the lawsuit. The Court has not decided who is right.

You are a member of the Class if you purchased within the United States, including the District of Columbia and all U.S. territories, including Puerto Rico, Guam, and the Virgin Islands, at least one of the “Covered Products” from May 7, 2007 through [Prelim. Approval] for household use and not for resale.

The Covered Products include the Aveeno Active Naturals Products that were advertised as “Active Naturals” including those listed on the attached Exhibit A. The following persons are excluded from the settlement class: (i) current and former officers and directors of Defendant; (ii) members of the immediate families of the officers and directors of Defendant; (iii) Defendant’s legal representatives, heirs, successors, or assigns; (iv) any entity in which they have or have had a controlling interest; (v) the judicial officer to whom this lawsuit is assigned; and (vi) any person who files a valid and timely Request for Exclusion.

BASIC INFORMATION

1. Why is there a Notice?

2. What is this Lawsuit About?

3. Who is included in the Settlement Class?


- 4 -

{00285106 } KL3 3120391.4

Johnson & Johnson will create a fund of $6.75 million to pay Class Members’ claims, administrative costs, attorneys’ fees and expenses, and service awards for the named Plaintiffs. You may obtain a cash payment of $2.50 per Covered Product purchased up to a total of $50.00 for twenty Covered Products without Proof of Purchase. There is no maximum number of Covered Products with Proof of Purchase. These awards may be subject to pro rata upward or downward adjustment depending on the number of claims approved.

As part of the consideration for the Agreement, Johnson and Johnson has agreed to remove the term “Active Naturals” from the front label of all in-market Covered Products, where applicable, and if the term “Active Naturals” remains on the back or side of the label and if the product is not comprised entirely of naturally-derived ingredients, include language on the back or side of the label that that the Covered Products contain both naturally derived and non-naturally derived ingredients. If there is any money remaining in the $6.75 million Settlement Fund after all claims, including any pro rata increase, administrative costs, attorneys’ fees and expenses, and incentive payments are paid, the remaining funds shall be called the Residual Settlement Amount. Any checks issued under this Settlement shall be negotiable for at least one hundred and twenty (120) calendar days. Individual checks that have not been negotiated within one hundred and twenty (120) calendar days after issuance, if any, shall be void, and the underlying funds shall become part of the Residual Settlement Amount. The Residual Settlement Amount shall be distributed to the Rose Foundation for Communities and the Environment.

You must return a Claim Form to get a cash payment. A copy of the Claim Form is included in this Notice Package. Claim Forms may be filed online at www.AveenoClassActionSettlement.com, or you may request a Claim Form by calling PHONE NUMBER.

The Claim Forms are simple and easy to complete.

The Claim Form requires that you provide:

1. Your mailing address;

2. A description of the total number and type of Covered Products you purchased between May 7, 2007 and [Prelim. Approv.], as well as the location of those purchases;

3. Your signature swearing that the information provided is true and correct.

Please return a Claim Form if you think that you have a claim. Returning a Claim Form is the only way to receive a cash payment from this settlement. No claimant may submit more than one Claim Form, and two or more claimants may not submit Claim Forms for the same alleged damage. The Settlement Administrator may request additional information if the Claim Form is insufficient to process your claim. Failure to provide any requested documentation may result in the denial of your claim and may limit the type of remedy you receive.

SETTLEMENT BENEFITS – WHAT YOU MAY GET

4. Cash from the claims process.

5. What else does the settlement provide?

HOW YOU GET A CASH PAYMENT – SUBMITTING A CLAIM FORM

6. How can I get a payment?

7. How do I send in a claim?


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{00285106 } KL3 3120391.4

If you mail your Claim Form, it must be postmarked no later than XXXXXXXX.

If you submit your Claim Form on the settlement website, www.AveenoActiveNaturalsSettlement.com, it must be submitted no later than [100 days from date set for Final Approval hearing].

The Claim Forms will be reviewed by an independent Settlement Administrator according to criteria agreed to by the parties.

The Settlement Administrator may contact you or other persons listed in your Claim Form if it needs additional information or otherwise wants to verify information in your Claim Form.

If the Settlement Administrator denies your Claim, you can send a letter to the Settlement Administrator requesting reconsideration of the denial. The Settlement Administrator will seek input from both Plaintiffs’ and Defendant’s lawyers to determine whether your Claim denial should be overturned. The decision on the reconsideration is a final decision that cannot be appealed or further contested.

The Court will hold a Final Fairness Hearing at :00 a.m. on , 201 in White Plains, New York to decide whether to approve the settlement. If the Court approves the settlement, after that there may be appeals. It is always uncertain whether these appeals can be resolved, and resolving them can take time, perhaps more than a year. If there are no appeals or other delays, you should be sent your cash payment in approximately 30 days after the Claim Form submission deadline.

If the total amount of claims, administration costs, and attorneys’ fees and expenses are more than $6.75 million, the payments to Settlement Class Members will be reduced pro rata such that each claimant would receive proportionally less than the amount he or she claimed. If, after everyone sends in Claim Forms, the total of all approved claims and administration costs and attorneys’ fees and expenses are less than $6.75 million, the payments to Settlement Class Members will be increased on a pro rata basis such that Settlement Class Members shall receive an additional increased payment of up to one hundred percent (100%) of the Settlement Class Members’ Initial Claim Amount, so that if the Settlement Class Member submitted an Initial Claim of $15.00 and sufficient funds are remaining, the Settlement Class Member could receive up to a $30.00 payment from the Settlement Fund. If, after the payment of all valid Claims, including any pro rata increase, Notice and Administration Expenses, Attorneys’ Fees and Expenses, Service Awards, and any other claim, cost, or fee specified by this Agreement, value remains in the Settlement Fund, it shall be called the Residual Settlement Amount. The Residual Settlement Amount shall be distributed to the Rose Foundation for Communities and the Environment.

You must timely return a valid Claim Form to receive a cash payment. If you do nothing, you will get no money from the settlement. But, unless you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Johnson & Johnson about the legal issues in this case.

8. When is the Claim Form due?

9. Who decides my claim?

10. When would I get my payment?

11. What if the fund is too small? Too large?

12. What happens if I do nothing at all?


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{00285106 } KL3 3120391.4

If you do not wish to be included in the Class and receive settlement benefits, you must send a letter stating that you want to be excluded from this lawsuit. Be sure to include your name, address, telephone number, and your signature. You must mail your exclusion request to:

Active Naturals Settlement c/o __ Administrator P.O Box ____ City, XX XXXXX-XXXX

It must be post-marked no later than _________ , 2017. If you asked to be excluded, you will not get any settlement payment, and you cannot object to the settlement. You will not be legally bound by anything that happens in this lawsuit. You may be able to sue (or continue to sue) Johnson & Johnson in the future.

If you have a pending lawsuit against Johnson & Johnson, speak to your lawyer immediately. You may need to exclude yourself from this lawsuit in order to continue your own lawsuit. Remember, the exclusion date is xxxxxxxxx.

The Court appointed the law firms of Finkelstein, Blankinship, Frei-Pearson & Garber, LLP and the Richman Law Group to represent you and other class members. These lawyers are called Class Counsel. If you want to be represented by your own lawyer, you may hire one at your own expense.

Class Counsel will ask the Court to award them attorneys’ fees and expenses. Class Counsel will seek attorneys’ fees and expenses up to $ 2,250,000.

The three named plaintiffs will each also ask the Court to award them an amount not to exceed $10,000 each for their time and effort acting as Plaintiffs and for their willingness to bring this litigation and act on behalf of consumers. These amounts, if approved by the Court, will be paid from the Settlement Fund.

The costs to administer the settlement, to review Claim Forms, and notify Class Members about this settlement will be paid out of the Settlement Fund.

If you are a Class Member, you can object to the settlement if you do not like any part of it and the Court will consider your views. To object, you must file an objection with the Court saying that you object to the settlement in Goldemberg v. Johnson & Johnson Consumer Companies, Inc., 7:13-cv-3073. The written objection must include: (a) a heading which refers to the Action; (b) your name, address, telephone number, and, if represented by counsel, your counsel’s information; (c) a statement that you purchased one or more Covered Products during the Class Period; (d) a statement whether you intend to appear at the Final Approval Hearing, either in person or through counsel; (e) a statement of the objection and the grounds supporting the objection; (f) copies of any papers, briefs, or other documents upon which the objection is based; (g) the name and case number of all objections to class action settlements made by you and/or your

EXCLUDING YOURSELF FROM THE SETTLEMENT

13. How do I get out of the settlement?

THE LAWYERS REPRESENTING YOU

14. Do I have lawyers in this case?

15. How will the lawyers be paid?

OBJECTING TO THE SETTLEMENT

16. How do I tell the Court that I do not like the settlement?


- 7 -

{00285106 } KL3 3120391.4

counsel in the past five (5) years; and (h) your signature. This objection must be filed with the Court and served on Class Counsel no later than ___________. Send your objection to:

Clerk of the Court United States District Court Southern District of New York 300 Quarropas Street White Plains, NY 10601 Todd S. Garber Finkelstein, Blankinship, Frei-Pearson & Garber, LLP 445 Hamilton Avenue, Suite 605 White Plains, NY 10601 (914) 298-3281 Kim E. Richman Richman Law Group 81 Prospect Street Brooklyn, NY 11201 (212) 687-8291

Harold P. Weinberger Kramer, Levin, Naftalis & Frankel, LLP 1177 Avenue of The Americas New York, NY 10036 (212) 715-9132

Objecting is telling the Court that you do not like something about the settlement. You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not want to be part of the Class or the lawsuit. You cannot request exclusion and object to the settlement. If you exclude yourself, you have no basis to object because the case no longer affects you.

If the Court approves the proposed settlement and you do not request to be excluded from the Class, you must release (give up) all claims that are subject to the Release described and identified in Section IX of the Settlement Agreement, and the case will be dismissed on the merits and with prejudice. If you remain in the Class, you may not assert any of those claims in any other lawsuit or proceeding. This includes any other lawsuit or proceeding already in progress.

The Settlement Agreement is available at www.AveenoActiveNaturalsSettlement.com. The Settlement Agreement provides more detail regarding the release and describes the released claims with specific descriptions in necessary, accurate legal terminology, so read it carefully. You can talk to the law firms representing the Class listed above in Question 14 for free, or you can, at your own expense, talk to your own lawyer if you have any questions about the released claims or what they mean.

17. What is the difference between objecting and excluding?

RELEASE OF CLASS MEMBERS’ CLAIMS AND DISMISSAL OF LAWSUIT

In return for these benefits, what am I giving up?


- 8 -

{00285106 } KL3 3120391.4

The Judge will hold a Final Approval Hearing at _:00 a.m. on , 2017 at the United States District Court for the Southern District of New York, 300 Quarropas Street, White Plains, New York 10601. At this hearing, the Judge will consider whether the settlement is fair, reasonable, and adequate. If there are objections, the Judge will consider them. The Judge will listen to people who have asked to speak at the hearing. After the hearing, the Judge will decide whether to approve the settlement. We do not know how long this decision will take.

No. Class Counsel will answer questions the Judge may have. But, you are welcome to come at your own expense. If you submit an objection, you do not have to come to the Court to talk about it. As long as you deliver your written objection on time, the Judge will consider it. You may also pay your own lawyer to attend, but it is not necessary.

You may ask the Court for permission to speak at the Final Approval Hearing. To do so, you must file with the Court a “Notice of Intention to Appear in Goldemberg v. Johnson & Johnson Consumer Companies, Inc., 7:13-cv-3073.” Be sure to include your name, address, telephone number, your signature, and a statement that you are a member of the Class (i.e., that you purchased one of the Covered Products during the class period). Your Notice of Intention to Appear must be filed no later than ________, 2017, and be provided to the Clerk of the Court, Class Counsel, and Defense Counsel at the four addresses listed in Question 16 above.

This notice summarizes the proposed settlement. More details are in the Joint Stipulation of Settlement. You can get a copy of the Stipulation of Settlement by writing to the Settlement Administrator or on the internet at www.AveenoActiveNaturalsSettlement.com.

If you have questions about how to complete a Claim Form, you can call the Settlement Administrator at 1-XXX- XXX-XXXX.

PLEASE DO NOT CALL OR WRITE TO THE COURT FOR INFORMATION OR ADVICE.

DATED: , 201 BY ORDER OF THE U.S. DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

THE FINAL APPROVAL HEARING

19. When and where will the Court decide whether to approve the settlement?

20. Do I have to come to the hearing?

21. May I speak at the hearing?

GETTING MORE INFORMATION

22. Are there more details about the settlement?


{00285107 } KL3 3120390.2

Exhibit 4


{00285107 } KL3 3120390.2

LEGAL NOTICE

If You Bought Johnson & Johnson Aveeno Active Naturals Products You May Be Entitled To Cash from A Class Settlement

www.AveenoActiveNaturalsSettlement.com

Para una notificación en español, vaya a w w w .AveenoActiveNaturalsSettlement .com

A proposed settlement has been reached in a class action lawsuit about the advertising of some of Defendant Johnson & Johnson Consumer Companies, Inc.’s Aveeno Active Naturals products. The plaintiffs in the lawsuit claim that Johnson & Johnson made misstatements about its Active Naturals Products by describing those products in a manner that implied that the products were entirely natural. Johnson & Johnson denies it did anything wrong, defended itself throughout this litigation, and asserts that its advertising is truthful and consistent with the law. The Court has not decided who is right. Both sides have agreed to settle the dispute to avoid burdensome and costly litigation. The settlement is not an admission of wrongdoing.

Am I a Class Member? You are a Class Member if you bought at least one of the eligible Johnson & Johnson Aveeno Active Naturals Products within the United Sates, including the District of Columbia and all U.S. territories, including Puerto Rico, Guam, and the Virgin Islands, from May 7, 2007 through [Prelim. Approv.], 2017, for individual or household use and not for resale. Excluded from the Class are (i) current and former officers and directors of Defendant; (ii) members of the immediate families of the officers and directors of Defendant; (iii) Defendant’s legal representatives, heirs, successors, or assigns, and any entity in which they have or have had a controlling interest; (iv) the judicial officer to whom this lawsuit is assigned; and (v) any person who files a valid and timely Request for Exclusion. More information about the Aveeno Active Naturals Products involved in the settlement is available at www.AveenoActiveNaturalsSettlement.com or by calling 1-855-271-7182.

What Can I Get from the Settlement?

A fund of $6.75 million will be created to pay Class Members for a portion of the cost of the Aveeno Active Naturals Products they purchased, for notice and claim administration costs, attorneys’ fees and expenses, and incentive payments to the Class Representatives. As part of the consideration for this

the settlement, you may exclude yourself from the Class by , 2017. If you exclude yourself, you cannot get money from this settlement if it is approved.

3. If you are a Class Member, you may also object to any part of the settlement you don’t like, and the Court will consider your views. Your objection must be timely, in writing and must provide evidence of your membership in the Class.

Procedures for submitting a Claim Form, excluding yourself from the Class, or filing objections to the Settlement are set out in the detailed notice available at www.AveenoActiveNaturalsSettlement.com or by calling 1-XXX-XXX-XXXX. If you do nothing you will be bound by the Court’s decisions.

The Court will hold a Final Fairness Hearing at :00 a.m. on in White Plains, New York. At this hearing, the Court will consider whether the settlement is fair, reasonable, and adequate and whether to approve the Class Representatives’ incentive awards of up to $10,000 each and attorneys’ fees and expenses of up to $ 2.25 million. You may attend the hearing, and you may hire your own lawyer, but you are not required to do either. The Court will consider timely written objections and will listen to people who have made a prior written request to speak at the hearing. After the hearing, the Court will decide whether to approve the settlement.

What If I Have Questions? This Notice is just a

summary. Detailed notice, as well as the Settlement

Agreement and other documents filed in this lawsuit

can be found online at

www.AveenoActiveNaturalsSettlement.com. For more

information, you may contact the Settlement

Administrator by telephone at 1-XXX-XXX-XXXX;

by mail at Aveeno Active Naturals Settlement, c/o

ADMINISTRATOR, P.O Box XXXX, CITY,

STATE XXXXX-XXXX; or by email at

[email protected].


{00285107 } KL3 3120390.2

Settlement, Johnson & Johnson agrees to remove the term “Active Naturals” from the front label of all in-market Covered Products, where applicable, and if the term “Active Naturals” remains on the back or side of the label and if the product is not comprised entirely of naturally-derived ingredients, include language on the back or side of the label that the Covered Products contain both naturally derived and non-naturally derived ingredients.

Settlement Class Members may submit a properly completed Claim Form and be eligible to receive a cash refund of up to $2.50 for each eligible Aveeno Active Naturals Product purchased, up to 20 Products per household, without any proof of purchase. Settlement Class Members who claim more than 2 0 Aveeno Active Naturals Products must submit proof(s) of purchase establishing the purchase(s) during the Class Period. These awards may be subject to pro rata upward or downward adjustment depending on the number of claims approved. A detailed Class Notice and copies of the Claim Form are available at www.AveenoActiveNaturalsSettlement.com or by calling 1- XXX-XXX-XXXX.

What Are My Options?

1. You can accept the Settlement and remain in the class. To ask for a cash payment and stay in the Class, you MUST send in a Claim Form by DATE, 2017. You can obtain a Claim Form by calling 1- XXX-XXX-XXXX, mailing a written request for a Claim Form to: Aveeno Active Naturals Settlement, c/o INSERT NAME, P.O Box XXXX, CITY, STATE 55403-0614, to [email protected], or online at www.AveenoActiveNaturalsSettlement.com. By accepting the Settlement, you give up any claims relating to the labeling, marketing, and advertising of the Aveeno Active Naturals Products.

2. If you do not wish to participate in


{00285085 } KL3 3120394.1

Exhibit 5


{00285085 } KL3 3120394.1 1

Goldemberg v. Johnson & Johnson Consumer Companies, Inc., 7:13-cv-03073

CLAIM FORM

Must be received Online or postmarked If mailed no later than _________________

Aveeno Active Naturals Settlement c/o SETTLEMENT ADMIN P.O. Box XXXX CITY, ST XXXXX-XXXX Toll-Free: 1-XXX-XXX-XXXX

Website: www.AveenoActiveNaturalsSettlement.com

This is a two-sided

Claim Form.

All Sections of the Claim Form must be

completed.

You can also file a claim online at: www.AveenoActiveNaturalsSettlement.com.

Claimant Name:

Street Address:

City: State: Zip Code:

Email:

Preferred Phone Number:

Covered Products that may be included on a valid Claim Form means the Aveeno Active Naturals Products that were labeled “Active Naturals” and sold in the United States, the District of Columbia, and all U.S. territories, including Puerto Rico, Guam, and the U.S. Virgin Islands, purchased during the Class Period of May 7, 2007 to [Insert Preliminary Approval date].

[Please continue on the reverse side.]

Section I - Class Member Information

Section II – Covered Products Included in this Settlement


KL3 3120394.1 2

A Settlement Class Member is eligible to obtain $2.50 for each purchase of a Covered Product for up to 20 Covered Products purchased during the Class Period (up to $50 per person) without proof of purchase, and unlimited Products purchased during the Class Period with proof of purchase. However, the actual amount paid to individual claimants will depend upon the number of valid claims made. ** If you are claiming you purchased over 20 Covered Products, please attach receipts or proof of purchase (for the purchases in excess of 20) from a third-party or scan and attach.

Covered Product(s) Purchased

(fill in all that apply) Location of Purchase (Store, City and State) Number Purchased**

1) STORE:_________________________________________ CITY/STATE______________________________________

______________________

1) STORE:_________________________________________ CITY/STATE______________________________________

______________________

2) STORE:_________________________________________ CITY/STATE______________________________________

______________________

3) STORE:_________________________________________ CITY/STATE______________________________________

______________________

4) STORE:_________________________________________ CITY/STATE______________________________________

______________________

5) STORE:_________________________________________ CITY/STATE______________________________________

______________________

6) STORE:_________________________________________ CITY/STATE______________________________________

______________________

7) STORE:_________________________________________ CITY/STATE______________________________________

______________________

8) STORE:_________________________________________ CITY/STATE______________________________________

______________________

9) STORE:_________________________________________ CITY/STATE______________________________________

______________________

10) STORE:_________________________________________ CITY/STATE______________________________________

______________________

I declare, under penalty of perjury, that the information in this Claim Form is true and correct to the best of my knowledge, and that I purchased the Covered Products claimed above during the Class Period for personal or household use and not for resale, and that the purchase(s) occurred in the United States, including the District of Columbia and all U.S. territories, including Puerto Rico, Guam, and the Virgin Islands. I understand that my Claim Form may be subject to audit, verification, and review.

SIGNATURE:_______________________________________ DATE: ___________________________ __________

All Claim Forms must be postmarked if mailed or electronically submitted online by DATE to:

Aveeno Active Naturals Settlement c/o ADMINISTRATOR P.O. Box _______

CITY, STATE ZIP

Section III – Purchase and Product Information

Section IV – Required Affirmation


{00285085 } KL3 3120394.1 3

www.AveenoActiveNaturalsSettlement.com


{00285085 } KL3 3120394.1 4


{00285138 }

Exhibit 6


UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF NEW YORK

MICHAEL GOLDEMBERG, ANNIE LE, and HOWARD PETLACK, on behalf of

themselves and all others similarly situated, Plaintiffs,

vs. JOHNSON & JOHNSON CONSUMER

COMPANIES, INC., Defendant.

Case No.: 7:13-cv-03073-NSR-LMS

Hon. Nelson S. Román

STEVEN WEISBROT, ESQ., of full age, hereby declares under penalty of perjury as follows:

1. I am Executive Vice President of Notice & Strategy at the class action notice and

Settlement Administration firm Angeion Group, LLC (“Angeion”). I am fully familiar with the

facts contained herein based upon my personal knowledge. I have been responsible in whole or in

part for the design and implementation of hundreds of class action administration plans and have

taught numerous Accredited Continuing Legal Education courses on the Ethics of Legal

Notification in Class Action Settlements, using Digital Media in Class Action Notice Programs,

as well as Class Action Claims Administration. Additionally, I am the author of numerous articles

on Class Action Notice, Digital Media, Class Action Claims Administration and Notice Design in

publications such as Bloomberg, BNA Class Action Litigation Report, Law360, the ABA Class

Action and Derivative Section Newsletter and private law firm publications. I have given public

comment and written testimony to the Judicial Conference Committee on Rules of Practice and

Procedure on the role of direct mail, email, digital media and print publication, in effecting Due

Process notice, and I have met with representatives of the Federal Judicial Center, to discuss the

proposed amendments to Rule 23 and suggested educational programs for the judiciary concerning

class action notice procedures.


2. Prior to joining Angeion’s executive team, I was employed as Director of Class Action

services at Kurtzman Carson Consultants (“KCC”), a nationally recognized class action notice and

settlement administrator. Prior to my notice and claims administration experience, I was employed

in private law practice and I am currently an attorney in good standing in the State of New Jersey

and the Commonwealth of Pennsylvania.

3. I have served as a notice expert in a wide range of class actions including product defect,

false advertising, employment, antitrust, banking, insurance, and bankruptcy cases. Likewise, I

have been at the forefront of developing and using digital and social media, as well as big data and

advanced targeting as integral components of class action notice programs. For example, the

Honorable Sarah Vance stated in her December 31, 2014 Order in In Re: Pool Products

Distribution Market Antitrust Litigation MDL No. 2328 (E.D. La.):

To make up for the lack of individual notice to the remainder of the class, the parties propose a print and web-based plan for publicizing notice. The Court welcomes the inclusion of web-based forms of communication in the plan….The Court finds that the proposed method of notice satisfies the requirements of Rule 23(c)(2)(B) and due process. The direct emailing of notice to those potential class members for whom Hayward and Zodiac have a valid email address, along with publication of notice in print and on the web, is reasonably calculated to apprise class members of the settlement. 4. By way of example, recent courts have recognized my work in the design and development

of class action notice programs:

(a) James Roy et al. v. Titeflex Corp. et al., 384003V (Md. Cir. Ct. 2013) (February 24, 2017): “What is impressive to me about this settlement is in addition to all the usual recitation of road racing litanies is that there is going to be a) public notice of a real nature and b) about a matter concerning not just money but public safety and then folks will have the knowledge to decide for themselves whether to take steps to protect themselves or not. And that’s probably the best thing a government can do is to arm their citizens with knowledge and then the citizens can make decision. To me that is a key piece of this deal. I think the notice provisions are exquisite. (emphasis added) (b) In Re Whirlpool Corp. Front Loading Washer Products Liability Litigation (MDL No. 2001) (N.D. Ohio) (May 12, 2016): The Court, having reviewed the proposed Summary Notices, the proposed FAQ, the proposed Publication Notice, the proposed Claim Form, and the proposed plan for distributing and disseminating each of them, finds and concludes that the proposed plan for distributing and disseminating each of them will provide the best notice practicable under the circumstances and satisfies all requirements of federal and state laws and due process.


(c) Sateriale, et al. v R.J. Reynolds Tobacco Co., Case No. CV 09 08394 CAS (C.D. Cal.) (May 3, 2016): The Court finds that the Notice provided to the Settlement Class pursuant to the Settlement Agreement and the Preliminary Approval Order has been successful, was the best notice practicable under the circumstances and (1) constituted notice that was reasonably calculated, under the circumstances, to apprise members of the Settlement Class of the pendency of the Action, their right to object to the Settlement, and their right to appear at the Final Approval Hearing; (2) was reasonable and constituted due, adequate, and sufficient notice to all persons entitled to receive notice; and (3) met all applicable requirements of the Federal Rules of Civil Procedure, Due Process, and the rules of the Court.

(d) Ferrera et al. v. Snyder’s-Lance, Inc., Case No. 0:13-cv-62496 (S.D. Fla.) (February 12, 2016): The Court approves, as to form and content, the Long-Form Notice and Short- Form Publication Notice attached to the Memorandum in Support of Motion for Preliminary Approval of Class Action Settlement as Exhibits 1 and 2 to the Stipulation of Settlement. The Court also approves the procedure for disseminating notice of the proposed settlement to the Settlement Class and the Claim Form, as set forth in the Notice and Media Plan attached to the Memorandum in Support of Motion for Preliminary Approval of Class Action Settlement as Exhibits G. The Court finds that the notice to be given constitutes the best notice practicable under the circumstances, and constitutes valid, due, and sufficient notice to the Settlement Class in full compliance with the requirements of applicable law, including the Due Process Clause of the United States Constitution.

5. Moreover, I am a certified professional in Digital Media Sales by the Interactive

Advertising Bureau (IAB). The IAB certification program is accredited by the American National

Standard Institute (ANSI) and is the only globally recognized, accredited, professional certification

program created specifically for digital media sales professionals.

6. Angeion Group is a leading class action notice and claims administration company formed

by a team of executives and notice and claims administration professionals who have overseen

more than 2,000 class action settlements and distributed over $10 billion to class members. The

executive profiles as well as the company overview are available at

http://www.angeiongroup.com/meet_the_team.htm.

7. This declaration will describe the notice program that we suggest using in this matter,

including the considerations that informed the development of the proposed notice plan and why

it is the best notice practicable in this case.

SUMMARY OF NOTICE PROGRAM

8. The suggested Notice Program is specifically designed to satisfy the notice requirements

of Rule 23 of the Federal Rules of Civil Procedure. The plan combines a print media campaign


and state-of-the-art targeted internet banner ad notice to deliver the best notice practicable to the

Settlement Class.

9. The media portion of the Notice Program is designed to deliver an approximate 75.0%

reach with an average frequency of 2.97 times each.

10. “Reach” is generally defined among media professionals as the percentage of people within

a target audience exposed to an advertising program. Moreover, the net reach, as reported here,

de-duplicates between the various notice mediums that will be utilized. What this means in

practice, is that if someone saw the Notice in a print publication, and also saw the notice via an

internet advertisement, they would only be counted once, for purposes of reporting the net reach

percenatage. This is effectuated by using sophisticated media planning software which relies upon

objective syndicated data, as outlined below.

11. “Frequency” is generally defined as the average number of times that an average person is

exposed to the messgage within the notice period. So here, the average person who sees the notice,

will see it on average, approximately three times.

12. According to the Judges’ ClassActionNoticeandClaimsProcessChecklist

andPlainLanguageGuide1 A “high” reach percentage is considered to be 70-95%. Morevoer,

the Managing Class Action Litigation: A Pocket Guide for Judges, Third Edition2 describes the

norm as being in the same 70-95% range. Notice plans in these ranges are routinely approved by

Federal Courts.

13. The specifics of the suggested notice plan, as well as the considerations that informed their

recommendation are further detailed below.

1 Available at: https://www.fjc.gov/sites/default/files/materials/2017/NotCheck.pdf. 2 Available at: https://www.fjc.gov/sites/default/files/materials/2017/ClassGd3.pdf


CLASS DEFINITION

14. The “Settlement Class” all persons who purchased Covered Products during the Class

Period (as those terms are defined in the Settlement Agreement) within the United States, including

the District of Columbia, and all U.S. territories, including Puerto Rico, Guam, and the Virgin

Islands and each of their respective spouses, executors, representatives, heirs, successors,


or who assert duplicative claims for relief on their behalf, from May 7, 2007 to the date the Court

enters the Preliminary Approval Order. Excluded from the Settlement Class are current and former

officers and directors of Defendant, members of the immediate families of the officers and

directors of Defendant, Defendant’s legal representatives, heirs, successors, or assigns, and any

entity in which they have or have had a controlling interest, and the judicial officer to whom this

lawsuit is assigned.

MEDIA NOTICE TARGET AUDIENCE

15. To develop the media plan for the notice program, the Settlement Class was profiled using

GfK MRI 2016 Doublebase data3. This syndicated data source is used by advertising agencies and

other communications professionals to understand the socio-economic characteristics, interests

and practices of a target group, and aids in the proper selection of media to reach that target. MRI

data is instrumental in allowing the Court to review the estimated net reach and average frequency

of a particular program and is precisely the type of “accepted methodology” that the Federal

Judicial Center Checklist suggests be used in class action notice programs. Here, the target

audience used to profile potential class members in MRI is all people who have purchased Aveeno

3 GfK MRI is a leading supplier of publication readership and product usage data for the communications industry. GfK MRI offers complete demographic, lifestyle, product usage and exposure to all forms of advertising media. As the leading U.S. source of multimedia audience research, GfK MRI provides information to magazines, television and radio networks and stations, internet sites, other media, leading national advertisers, and over 450 advertising agencies – including 90 of the top 100 in the U.S. MRI’s national syndicated data is widely used by companies as the basis for the majority of the media and marketing plans that are written for advertised brands in the U.S.


Natural products in the United States. Since Aveeno products are specifically measured in MRI,

we are able to develop a class size that accurately reflects the target audience. The following target

definition was used to profile the potential class members:

Hand & Body Cream, Lotion or Oil Brands Total Users Last 6 Months [Aveeno

Daily Moisturizing] or;

Shaving Creams or Gels Brands Total Users Last 6 Months [Aveeno Shave Gel]

or;

Shampoo (For Use At Home) Brands Total Users Last 6 Months [Aveeno] or;

Hair Conditioners (For Use At Home) Brands Total Users Last 6 Months [Aveeno]

or;

Medicated Skin Ointments, Creams, Lotions & Sprays Brands Total Users Last 6

Months [Aveeno] or;

Body Wash/Shower Gel Brands Total Users Last 6 Months [Aveeno Body Wash]

or;

Personal Care Soaps - Bar Brands Total Users Last 6 Months [Aveeno] or;

Complexion Care Products Brands Total Users Last 6 Months [Aveeno] Body or;

Wash/Shower Gel Brands Total Users Last 6 Months [Aveeno Body Wash]

Suntan & Sunscreen Products Brands Total Users Last 12 Months [Aveeno]

16. This syndicated data also aids in understanding the socio-economic characteristics,

interests and practices of a target group which guides the proper selection of media to reach that

target. Here, the target audience has the following characteristics:

Audience is 66% female and 34% male

Between the ages of 18-44 with a median age of 45

Most are married (52.3%)

Majority has some college education (57.6%)

57.9% live in households with total income below $75K

60.4% are employed, with most working full time (46.3%)

35.4% minority population


17. To identify the best vehicles to deliver messaging to the target audience, Angeion also

reviewed the media quintiles, which measure the degree to which an audience uses media relative

to the general population. Here, it shows our target audience spends approximately 17 hours per

week on the internet, which is above average when compated with the general population. It also

showed that the target audience reads 7 magazine issues per month—which is in excess of the

average population. As such, internet and magazine advertisement are appropriate media to

provide notice to this audience.

18. Specifically, Angeion recommends utilizing a combination of targeted print media and

state-of-the-art internet banner advertisements to reach the target audience, which will effectively

generate the reach required to notify potential members of the Settlement Class of their rights and

options under the proposed Settlement.

PRINT PUBLICATION

19. To identify the best print vehicle for delivering the message to the target audience, MRIwas

used to analyze and filter publications to determine the titles with the highest reach against our

target audience. People was chosen for this notice program due to its strong reach towards the

target audience and demographic profile matching the settlement class.

20. Angeion will cause a true and correct copy of the summary notice to be published in the

identified publication. Specifically, a half page black and white insertion is recommended. For

the court’s convenience, below is a chart that identifies the general circulation of the selected

publications, as well as the reach among our target audience. The reason the number of readers

within the target audicence exceeds the overall circulation of the magazine, is that People has a

particularly high reader per copy ratio, which is condiered and reflected in the syndicated data

source.


Publication Circulation Target Audience

People

3,510,533

8,629,000

INTERNET BANNER NOTICE

21. The Notice Program utilizes a programmatic approach to purchasing internet media

advertisements to target potential members of the Settlement Class with tailored communications.

Purchasing display and mobile inventory programmatically provides the highest reach for internet

publication, allows for multiple targeting layers, and causes banner advertisements to be

systematically shown to persons most likely to be members of the Settlement Class.

22. Here, multiple targeting layers will be implemented to help ensure delivery to the most

appropriate users, inclusive of search targeting, demographic targeting, category contextual

targeting, keyword contextual targeting, site retargeting, and purchase data targeting.

23. Inventory will run on desktop and mobile devices to reach the most qualified audience.

Search terms will be relevant to Aveeno, lotions, natural products, creams, etc. Targeting users

who are currently browsing or have recently browsed content in categories such as skin care, bath

products, natural products, etc. will help qualify impressions to ensure messaging is served to the

most relevant audience. A focus will be placed on Aveeno purchase data specifically.

24. The internet banner notice portion of the notice program will be implemented using a 4-

week desktop and mobile campaign, utilizing standard Interactive Advertising Bureau (“IAB”)

sizes (160x600, 300x250, 728x90, 300x600, 320x50 and 300x50). A 3x frequency cap will be

imposed to maximize reach. The banner notice campaign is designed to result in serving

approximately 87,923,000 impressions.

25. To track campaign success, we will implement conversion pixels throughout the setrtlement

website to better understand audience behavior and identify those most likely to convert. The

programmatic algorithm will change based on success and failure to generate conversions throughout


the process. Successful conversion on the Claim Submission button will be the primary goal, driving

optimizations.

RESPONSE MECHANISMS

26. The Notice Program will include a settlement website, where members of the Settlement

Class can view general information about this class action, review relevant Court documents and

view important dates and deadlines pertinent to the proposed Settlement. The website will also

have a “Contact Us” page whereby members of the Settlement Class can send an email with any

additional questions to a dedicated email address.

27. A toll-free hotline devoted to this case will be implemented to further apprise members of

the Settlement Class of the rights and options in the proposed Settlement. The toll-free hotline will

utilize an interactive voice response (“IVR”) system to provide responses to frequently asked

questions and provide valuable information regarding the proposed Settlement. This hotline will

be accessible 24 hours a day, 7 days a week.

REACH AND FREQUENCY

28. The Notice Program is designed to deliver 75.0% reach with an average frequency of 2.97

times each. The 75.0% does not include the informational website or toll-free hotline, which are

also not calculable in the reach percentage, but also serve to inform potential class members of the

Settlement.

CONCLUSION

29. The Notice Program outlined above is an integrated notice effort incorporating a robust

and state of the art internet banner notice, utilizing multiple targeting layers, specifically targeting

potential Settlement Class Members. Moreover, we are using a national magazine publication that

over indexes with the target audience.

30. Courts systematically rely upon reach and frequency evidence in reviewing class action

notice programs for adequacy. The reach percentage and the number of exposure opportunities

here, meet or exceed those approved in other similar class actions.


{00285176 }

EXHIBIT B


{00284759 2 }

FIRM RESUME


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Finkelstein, Blankinship, Frei-Pearson & Garber, LLP

The lawyers of Finkelstein, Blankinship, Frei-Pearson & Garber, LLP (“FBFG”)1 have successfully litigated complex class actions in federal and state courts across the country, and have obtained successful results for clients against some of the world’s largest corporations. A sampling of the Firm’s more significant cases includes:

Adler v. Bank of America, N.A, No. 13-4866 (S.D.N.Y.). Class action alleging that Bank of America failed to timely present certificates of discharge for mortgages that were satisfied in New York State. On July 20, 2016, the Court certified the class, appointed the lawyers of FBFG as class counsel, and approved the settlement valued at over $7 million.

Zink v. First Niagara Bank, N.A., No. 13-01076 (W.D.N.Y.). Class action alleging that First Niagara Bank failed to timely present certificates of discharge for mortgages that were satisfied in New York State. On December 29, 2016, the Court certified the class, appointed the lawyers of FBFG as class counsel, and approved the settlement valued at over $2 million (Docket No. 135).

Villanueva v. Wells Fargo, N.A., No. 13-5429 (S.D.N.Y.). Class action alleging that Wells Fargo failed to timely present certificates of discharge for mortgages that were satisfied in New York State. On February 13, 2017, the Court certified the class, appointed the lawyers of FBFG as class counsel, and approved the settlement valued at over $2 million (Dkt. No. 116).

Claridge v. North Am. Power & Gas, Inc., No. 15-1261 (S.D.N.Y.). Statewide class action alleging that North American Power falsely claimed to offer market-based electricity rates when its prices were substantially higher than market rates in violation of New York Gen. Bus. L. § 349, other consumer protection laws, and common law. On November 30, 2016, the Court certified the class and appointed the lawyers of FBFG as co-lead class counsel.

Wise v. Energy Plus Holdings, LLC, No. 11-07345 (S.D.N.Y.). Nationwide class action alleging that Energy Plus falsely claimed to offer competitive electricity rates when its prices are substantially higher than market rates in violation of New York Gen. Bus. L. § 349 and other consumer protection laws. On September 17, 2013, the Court certified the class, appointed the lawyers of FBFG as lead class counsel, and approved the settlement valued at over $11 million.

Chen v. Hiko Energy, LLC, No. 14-01771 (S.D.N.Y.). Multistate class action alleging that Hiko falsely claimed to offer competitive electricity rates when its prices are substantially higher than market rates in violation of New York Gen.

1 Three of the founding partners of FBFG were formerly partners in the firm of Meiselman, Packman, Nealon, Scialabba & Baker, P.C. (“MPNSB”). References in this resume to “lawyers of FBFG” includes instances involving current FBFG lawyers while they were at MPNSB.


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Bus. L. § 349 and other consumer protection laws. On May 9, 2016, the Court certified the class, appointed the lawyers of FBFG as class counsel, and approved the settlement valued at over $10 million.

Saint Joseph Health System Medical Information Cases, JCCP No. 4716 (Cal. Sup. Ct.). Complex class action on behalf of approximately 31,800 patients who were victimized by a data breach. An FBFG lawyer was appointed co-lead class counsel. The Court denied Saint Joseph’s demurrer and the Court of Appeals upheld that ruling. The Court certified class and denied Saint Joseph’s summary judgment motion; the Court of Appeals upheld those rulings as well. On the eve of trial the parties reached a settlement valued at approximately $39 million and the Court preliminarily approved that settlement on October 2, 2015. This settlement provides the more money per capita to individual class members than any other known data breach settlement on record.

Tyler v. Michaels Stores, Inc., No. 11-10920 (D. Mass.). State-wide class action alleging that Michaels Stores unlawfully collected consumers’ private information. After securing a groundbreaking decision by the Massachusetts Supreme Judicial Court, establishing that consumers whose privacy has been violated may bring consumer protection claims against companies that unlawfully collect personal identification information, the lawyers of FBFG were appointed as co-lead class counsel and negotiated a class-wide settlement, which the Court approved.

Goldemberg v. Johnson & Johnson Consumer Companies, Inc., No. 13-3073

(S.D.N.Y.). Class action alleging deceptive labeling in connection with Defendant’s Aveeno Naturals brand of personal care products. Plaintiff defeated Defendant’s motion to dismiss, and the parties are conducting discovery. On June 26, 2014, the Court appointed FBFG lawyers as Interim Co-Lead Class Counsel.

Quinn v. Walgreen, No. 12-8187 (S.D.N.Y.). Nationwide settlement valued at $2.8 million to resolve Plaintiffs’ claim that Defendant’s glucosamine products did not perform as represented. On March 24, 2015, the Court certified the class, appointed FBFG lawyers as Co-Lead Class Counsel and approved a nationwide $2.8 million settlement

FBFG is also counsel of record in numerous class actions throughout the country, including cases pending in United States District Courts in New York, California, Florida, Massachusetts, Nevada and Pennsylvania, as well as actions pending in the state courts of California, Florida, Maryland, Massachusetts, New Jersey and New York. Attorney Profiles

Greg Blankinship

Greg Blankinship is a founding partner of FBFG, and he specializes in class actions in state and federal courts. Mr. Blankinship has worked on substantial class action matters representing both defendants and plaintiffs in numerous state, federal, and multi-district class actions, including wage and hour and consumer fraud matters. Mr. Blankinship has been named class counsel by


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numerous courts. Mr. Blankinship was designated a New York Super Lawyer in 2014 and 2015, a distinction earned by only five percent of the lawyers in the New York metro area.

Prior to joining the Firm, Mr. Blankinship was an associate with Skadden, Arps, Slate, Meagher & Flom LLP and Greenberg Traurig, LLP. Mr. Blankinship received his B.A. from Emory University in 1991 and his M.A. from the University of North Carolina in 1995. He attended law school at the University of Washington, where he earned his J.D. in 2003. While in law school, Mr. Blankinship was a member of the University of Washington Law Review.

A sampling of Mr. Blankinship’s successful cases includes:

Appointed Co-Lead Class Counsel in Claridge v. North Am. Power & Gas, Inc., No. 15-1261 (S.D.N.Y.). Plaintiffs alleged that North American Power falsely claimed to offer market-based electricity rates when its prices were substantially higher than market rates in violation of New York Gen. Bus. L. § 349, other consumer protection laws, and common law.

Class Counsel in Wise v. Energy Plus Holdings LLC, No. 11-7345 (S.D.N.Y.). Plaintiffs alleged that Energy Plus, an independent electricity supplier, misrepresented that its rates were reflective of the market when they were much higher. The Court granted final approval of a settlement covering more than 400,000 consumers in eight states and valued at more than $11,000,000.

Appointed Interim Co-Lead Class Counsel in Chen v. HikoEnergy, LLC, No. 14-cv-01771 (S.D.N.Y.). State-wide class action alleging that Hiko charged deceptively high electricity and natural gas rates.

Appointed Co-Lead Class Counsel in Tyler v. Michaels Stores, Inc., No. 11-cv-10920 (D. Mass.). Plaintiff alleged that Michaels unlawfully collected consumers’ personal identification information. The Court granted final approval of a class-wide settlement.

Appointed Interim Co-Lead Class Counsel in Goldemberg v. Johnson & Johnson Consumer Companies, Inc., No. 13-3073 (S.D.N.Y.). Class action alleging deceptive labeling in connection with Defendant’s Aveeno Naturals brand of personal care products. Plaintiff defeated Defendant’s motion to dismiss, and the parties are conducting discovery.

Appointed Interim Co-Lead Class Counsel in Tyler v. Bed Bath & Beyond, Inc., No. 13-10639 (D. Mass.). Plaintiff alleged that Bed, Bath & Beyond illegally requested and recorded customers’ ZIP codes.

Appointed Class Counsel in Brenner v. J.C. Penney Company, Inc., No. 13-11212 (D. Mass.). Plaintiff alleged that J.C. Penney requested and recorded customers’ ZIP codes, which it then used to identify consumers’ mailing addresses to send them junk mail, in violation of Massachusetts law. The Court granted final approval of a settlement valued at more than $3.5 million.


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Mr. Blankinship has also prosecuted numerous class actions on behalf of consumers in Massachusetts and nationwide, including claims brought against a prominent video game manufacturer for allegedly intentionally disabling valuable game console features it had previously and prominently advertised, claims brought against a chewing gum manufacturer for alleged false advertising concerning unsubstantiated health benefits, claims brought against a national retail chain for overcharging its customers for their prescriptions, and claims brought against internet marketers for alleged unauthorized credit charges. Mr. Blankinship’s broad experience as a litigator has also exposed him to a wide variety of substantive business and consumer issues. He also has substantial experience with the issues and procedural aspects of large class action and complex cases.

Mr. Blankinship is admitted to practice in New York and Massachusetts and is a member of the bars of the U.S. District Courts for the Eastern, Western and Southern Districts of New York, the District of Connecticut, the District of Massachusetts, and the First and Second Circuit Courts of Appeals.

Andrew Finkelstein

Andrew Finkelstein is the Managing Partner of Finkelstein, Blankinship, Frei-Pearson & Garber, LLP. He has become a noted consumer activist through his representation of injured individuals against corporate wrong doers and other irresponsible parties.

Mr. Finkelstein served as Captain of the 9/11 Victim Compensation Fund in a pro bono capacity, where he helped obtain over $10 million for victims and waived all legal fees associated with this representation. Mr. Finkelstein is also the Chairman of the Plaintiff Personal Injury Steering committee for the Neurontin Liability Multi District Litigation in Boston, Massachusetts. He has worked closely with the FDA regarding the adverse effects associated with Neurontin, having filed a Citizens Petition seeking enhanced warning of the side effects of this drug, specifically increased suicidal tendencies. Additionally, Mr. Finkelstein is a member of the Executive Steering Committee of the Hormone Replacement Therapy Multi District Litigation in both Philadelphia, Pennsylvania and Little Rock, Arkansas. He is a member of the Plaintiff Steering Committee of the Ortho Evra Birth Control Patch New Jersey Coordinated Litigation, and the Plaintiff Steering Committee of the Viagra Multi District Litigation in Minneapolis, Minnesota.

Mr. Finkelstein is a frequent lecturer at Continuing Legal Education courses. His topics include “Science in the Courtroom”, “Technology in the Courtroom”, “Prosecution of a Pharmaceutical Case”, “The Ethics of On-line Advertising”, and “Structured Settlements and the Personal Injury Settlement.”

In addition to these presentations, Mr. Finkelstein volunteers his time to present his “Commit to Quit Texting While Driving” seminar to area high school students.

Jeremiah Frei-Pearson

Jeremiah Frei-Pearson is a founding partner of Finkelstein, Blankinship, Frei-Pearson & Garber. He is a passionate advocate and an experienced litigator who represents consumers and employees in complex class actions. As a result of the victories he has won for his clients, the National Trial Lawyers Association selected Mr. Frei-Pearson as a member of the Top 100 Trial


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Lawyers in 2014 and 2015. Mr. Frei-Pearson is a member of the Best Attorneys of America, a distinction that is limited to less than 1% of attorneys, and he is also designated as Super Lawyer, a distinction awarded to only 5% of the New York Metro Area. Mr. Frei-Pearson practices in federal and state courts throughout the country and his areas of expertise include class actions, privacy, consumer fraud, employment law, and civil rights.

Prior to joining the Firm, Mr. Frei-Pearson was an associate with Kaye Scholer LLP, a multinational law firm, and a staff attorney with Children’s Rights, a national public interest law firm representing children in foster care in class action reform lawsuits. Mr. Frei-Pearson received his B.A. from Skidmore College, Magna Cum Laude, Phi Beta Kappa in 2000 and he earned his J.D. in 2003 from Stanford Law School. While in law school, Mr. Frei-Pearson was a Public Interest Fellow and served as Senior Symposium Editor of the Stanford Law & Policy Review. A sampling of Mr. Frei-Pearson’s significant cases includes:

Appointed co-class counsel in Saint Joseph Health System Medical Information Cases, JCCP No. 4716 (Cal. Sup. Ct.). The Court denied Saint Joseph’s demurrer and the Court of Appeals upheld that ruling. After more than two years of litigation, the Court granted Plaintiffs’ motion to certify a class of approximately 31,802 data breach victims. On January 14, 2015, the Court denied Saint Joseph’s motion for summary judgment. The Court of Appeals upheld the Court’s summary judgment and class certification decisions. The case was set for trial on August 24, 2015, but the parties reached a settlement valued at approximately $39 million, which the Court preliminarily approved. This settlement provides the more money per capita to individual class members than any other known data breach settlement on record.

Appointed co-class counsel in Reed v. Friendly’s Ice Cream, LLC, No. 15-cv-00298 (M.D. Pa.). The Court denied motions to dismiss and ruled for plaintiffs on several other motions in this wage and hour class action. On November 8, 2016, the Court certified the class, appointed an FBFG lawyer as co-lead class counsel and preliminarily approved a settlement valued at over $4.6 million.

Appointed co-class counsel in Barkley v. Pizza Hut of America, Inc., No. 14-cv-376 (M.D. Fla.). The Court denied defendant’s motion to compel arbitration. While Plaintiffs’ class certification motion was sub judice, the parties reached a class settlement on behalf of a Florida class of delivery drivers alleging minimum wage violations. The settlement is valued at $3.1 million and was preliminarily approved on October 31, 2016.

Appointed class counsel in Hanna v. CFL Pizza, LLC, No. 05-2011-CA-52949 (Fl. Cir. Court). On September 3, 2013, the Court granted final approval of a settlement that created a substantial settlement fund for pizza delivery drivers who alleged violations of Florida minimum wage law.


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Appointed co-class counsel in Bellaspica v. PJPA, LLC, No. 13-3014 (E.D. Pa.). The Court denied defendant’s motion to dismiss and granted conditional certification of an FLSA class of pizza delivery drivers who alleged minimum wage violations. The parties recently reached a class settlement, which the Court preliminarily approved.

Appointed class counsel in Yoeckel v. Marriott, No. 703387 (Queens Cty. Com. Div.). Class action alleging that Marriott violated New York wage and hour laws. On October 28, 2016, the Court preliminarily approved a settlement that provided class members with 100% of the compensatory damages alleged.

Appointed co-class counsel in Miller v. Fresh, No. 14-0880 (Mass. Suffolk Cty.). State-wide class action alleging that Fresh unlawfully collected consumers’ personal identification information. On July 15, 2015 the Court certified a class and granted final approval to a settlement.

Appointed co-class counsel in Miller v. Patagonia, No. 14-0888 (Mass. Suffolk Cty.). State-wide class action alleging that Patagonia unlawfully collected consumers’ personal identification information. On February 9, 2015 the Court certified a class and granted final approval to a settlement.

Counsel to the Plaintiffs in D.G. ex rel. Stricklin v. Henry, No. 08-cv-074 (N.D. Okl.). In this class action to reform Oklahoma’s foster care system, the Court certified a statewide class of Oklahoma’s foster children (an opinion that was affirmed by the Tenth Circuit). As a result of this litigation, Oklahoma has committed to restructuring its state foster care agency to eliminate dangerous practices (such as an unsafe shelter where babies in state custody disproportionately suffered fractured skulls), and improve measurable outcomes for children in state custody.

As counsel in Charlie and Nadine H. v. Christie, No. 99-3678 (D.N.J.), worked

with the state agencies, a federally appointed monitor, and the Court to help ensure implementation of a consent decree to reform New Jersey’s foster care system. Among many other significant achievements under the consent decree, New Jersey broke a record for adoptions achieved, significantly reformed supervision procedures that were inadequate, and substantially increased the percentage of foster children who subsequently attended college. Mr. Frei-Pearson continues to be involved in this litigation in a pro bono capacity.

Mr. Frei-Pearson has received numerous awards for his legal work, including the New York City Bar Association’s Thurgood Marshall Award for his work on death penalty cases, a citation from the New York City Council for his child advocacy work, and the 2010 Palomountain Award from Skidmore College.

Mr. Frei-Pearson is admitted to practice in New York and is a member of the bars of the U.S. District Courts for the Eastern, Western and Southern Districts of New York.


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Todd S. Garber

Todd S. Garber is a founding partner in the Firm. Mr. Garber is an experienced litigator, who practices in state and federal courts. His areas of experience include class actions, consumer fraud, securities fraud, complex commercial disputes, business torts, antitrust, and general litigation. Mr. Garber was designated a New York Super Lawyer in 2013 and 2014, a distinction earned by only five percent of the lawyers in the New York metro area.

Prior to joining the Firm, Mr. Garber worked at Lowey Dannenberg Cohen & Hart, P.C., where he prosecuted and defended complex commercial litigation matters and class actions.

Mr. Garber’s career achievements include:

Appointed Class Counsel in Brenner v. J.C. Penney Company, Inc., No. 13-11212 (D. Mass.). Plaintiff alleged that J.C. Penney requested and recorded customers’ ZIP codes, which it then used to identify consumers’ mailing addresses to send them junk mail, in violation of Massachusetts law. The Court granted final approval of a settlement valued at more than $3.5 million.

Appointed Class Counsel in Brenner v. Kohl’s Corporation, No. 13-cv-10935 (D. Mass). State-wide class action alleging that Kohl’s unlawfully collected consumers’ personal identification information. On December 5, 2013, the Court granted preliminary approval to a settlement valued at $435,000 and appointed lawyers of FBFG class counsel.

Appointed Co-Lead Class Counsel in Quinn v. Walgreen, No. 12-8187 (S.D.N.Y.). Nationwide settlement valued at $2.8 million to resolve Plaintiffs’ claim that Defendant’s glucosamine products did not perform as represented. On August 1, 2014, the Court granted preliminary approval of the settlement.

Appointed Interim Co-Lead Class Counsel in Chen v. HikoEnergy, LLC, No. 14-cv-01771 (S.D.N.Y.). State-wide class action alleging that Hiko charged deceptively high electricity and natural gas rates.

Appointed Interim Co-Lead Class Counsel in Goldemberg v. Johnson & Johnson Consumer Companies, Inc., No. 13-3073 (S.D.N.Y.). Class action alleging deceptive labeling in connection with Defendant’s Aveeno Naturals brand of personal care products. Plaintiff defeated Defendant’s motion to dismiss, and the parties are conducting discovery.

Appointed Co-Lead Class Counsel in Tyler v. Bed Bath & Beyond, Inc., No. 13-10639 (D. Mass.). Plaintiff alleged that Bed, Bath & Beyond illegally requested and recorded customers’ ZIP codes.

Counsel in Wise v. Energy Plus Holdings LLC, No. 11-7345 (S.D.N.Y.). Plaintiffs alleged that Energy Plus, an independent electricity supplier, misrepresented that its rates were reflective of the market when they were much higher. The Court granted final


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approval of a settlement covering more than 400,000 consumers in eight states and valued at more than $11,000,000.

As counsel for the New York City Pension Funds, Lead Plaintiff in In re Juniper Networks, Inc. Sec. Litig., No. C-06-04327 JW (N.D. Cal 2010), helped achieve a settlement of $169.5 million, one of the largest settlements in an options backdating case, after more than three years of hard-fought litigation.

Involvement in the prosecution of a number of high-profile cases, which have resulted in hundreds of millions of dollars in recoveries for investors, including In re WorldCom Securities Litigation, In re HealthSouth Securities Litigation, In re DaimlerChrysler AG Securities Litigation, and In re Bayer AG Securities Litigation.

Representation of institutional investors in stockholder voting rights and corporate governance cases, including Gabelli Global Multimedia v. Western Investment LLC, 700 F. Supp. 2d 748 (D. Md. 2010); Delcath Systems, Inc. v. Ladd, 466 F.3d 257 (2d. Cir. 2006); Salomon Brothers Mun. Partners Fund, Inc. v. Thornton, 410 F. Supp. 2d 330 (S.D.N.Y. 2006); meVC Draper Fisher Jurvetson Fund I, Inc. v. Millennium Partners, 260 F. Supp. 2d 616 (S.D.N.Y. 2003); and Millenco L.P. v. meVC Draper Fisher Jurvetson Fund I, Inc., 824 A.2d 11 (Del. Ch. 2002).

Mr. Garber received his B.A. from Cornell University in 1999 and his J.D. from the Benjamin N. Cardozo School of Law in 2002, where he was articles editor for the Cardozo Journal of International and Comparative Law, and was competitively selected to work for the New York City Law Department’s Corporation Counsel in its Appellate Division.

Mr. Garber co-authored “Morrison v. National Australia Bank: The Potential Impact on Public Pension Fund Fiduciaries,” The NAPPA Report, Vol. 24, Number 3, August 2010, and “Loss Causation in the Ninth Circuit,” New York Law Journal, September 2, 2008. Mr. Garber is admitted to practice in New York and Connecticut and is a member of the bars of the U.S. District Courts for the Eastern, Western and Southern Districts of New York and the Second Circuit Court of Appeals.

Chantal Khalil Ms. Kahlil is an associate at FBFG, where she specializes in class actions in state and federal courts. Ms. Kahlil received her J.D. from George Washington University Law School and her B.A. from New York University (magna cum laude). During Law School, Ms. Kahlil served on The George Washington International Law Review, was recognized as a Thurgood Marshall Scholar and received President Obama’s Volunteer Service Award. Antonino B. Roman Mr. Roman is an associate at FBFG, where he specializes in class actions in state and federal courts. His past experience includes representing plaintiffs and corporate defendants in complex


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litigation matters. He has participated in all phases of discovery and appeared in federal and state courts, and drafted federal and state briefs and pleadings, including winning summary judgment motions and federal appellate and trial briefs. As an attorney at boutique litigation firms in New York City, he assisted in the prosecution of In re: Initial Public Offering Securities Litigation, a class action against issuers and underwriters of securities, and In re: Wilmington Trust Securities Litigation, a class action involving loan loss accounting issues. He was also an associate at Wilson Elser Moskowitz Edelman & Dicker LLP, where his team served as lead defense counsel in In re: Fashion Model Antitrust Litigation, a horizontal price-fixing class action, and at Kaye Scholer LLP, where he oversaw the implementation of multi-district pretrial discovery in In re: Rezulin Products Liability Litigation. He also practiced law at Angara Abello Concepcion Regala & Cruz Law Offices, a top-tier litigation firm in the Philippines based on Asia-Pacific Legal 500’s annual rankings. Mr. Roman is admitted to practice in New York, the Philippines, and the U.S. District Courts for the Northern, Southern and Eastern Districts of New York. He is a graduate of Columbia University School of Law, where he obtained his LL.M. and served as an editor for the Columbia Journal of Transnational Law and Columbia Journal of Asian Law. He obtained his J.D. and B.A. in Economics from Ateneo de Manila University, a Jesuit-run institution in the Philippines. His numerous articles and commentaries on U.S. and Philippine legal issues have been published in the Columbia Journal of Asian Law, the Integrated Bar of the Philippines Law Journal, the Philippine Bar Association Newsletter, and the New York Law Journal. John Sardesai-Grant Mr. Sardesai-Grant is an Associate at FBFG, where he specializes in class actions in state and federal courts.

Before joining FBFG, John was an associate at Baritz & Colman LLP, where he represented clients in employment discrimination and commercial disputes. As of counsel to Reese Richman LLP, John brought cases against the New York Police Department on behalf of victims of police misconduct. As an associate at Brower Piven, P.C., he prosecuted complex securities fraud class actions on behalf of shareholders. And as an associate at Bickel & Brewer, a premier commercial litigation boutique, he represented clients in a variety of regulatory and commercial matters.

John earned his B.S. in Economics from The Wharton School at the University of Pennsylvania, as well as an M.A. in Chinese from the University of Pennsylvania’s Graduate School of Arts and Sciences. John received his J.D. from New York University School of Law.

John is admitted to practice in New York and the United States District Courts for the Southern and Eastern Districts of New York. He is a member of the New York County Lawyers Association, where he is Co-Chair of the Solo and Small Firm Practice Committee.

Andrew White

Mr. White is an associate (pending bar admission) at FBFG, where he specializes in class actions in state and federal courts. Mr. White received his J.D. from New York University School of Law and his B.A. from State University of New York, College at Potsdam. During law school,


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Mr. White served as an editor for the Journal of Law and Liberty. Mr. White has passed the New York bar examination and anticipates being admitted to the bar in 2016.


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