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11 4 1 <br />EXHIBIT <br />VIRGINIA OPIOID ABATEMENT FUND AND <br />SETTLEMENT ALLOCATION MEMORANDUM OF UNDERSTANDING <br />WHEREAS, the people of the Commonwealth of Virginia and its communities have been harmed <br />through the national and statewide epidemic caused by licit and illicit opioid use and distribution <br />within the Commonwealth of Virginia; <br />WHEREAS, the Commonwealth of Virginia, through the Office of Attorney General Mark R. <br />Herring, and certain Political Subdivisions, through their elected representatives and counsel, are <br />separately engaged in litigation seeking to hold those entities in the Pharmaceutical Supply Chain <br />accountable for the damage caused; <br />WHEREAS, the Commonwealth of Virginia and its Political Subdivisions share a common desire <br />to abate and alleviate the impacts of the opioid epidemic throughout Virginia; and now <br />THEREFORE, the Commonwealth of Virginia and certain of its Political Subdivisions, subject <br />to completing formal documents effectuating the Parties' agreements, enter into this Virginia <br />Opioid Abatement Fund and Settlement Allocation Memorandum of Understanding ( "MOU") <br />relating to the allocation and use of the proceeds of any Settlements as described herein. <br />A. Definitions <br />As used in this Virginia Term Sheet: <br />1. "The Commonwealth" shall mean the Commonwealth of Virginia acting through <br />its Attorney General. <br />2. "Political Subdivision(s)" shall mean the Virginia counties and independent cities <br />represented by Counsel. <br />3. "Participating Political Subdivisions" shall mean the Political Subdivisions, along <br />with all Virginia counties and independent cities who agree to become signatories <br />to this MOU and to be bound by the terms of future Settlements. <br />