Contract analysis

I. BACKGROUND AND QUALIFICATIONS OF THE DECLARANT

1. My name is Julia Whitmore. I serve as Chief Marketing Officer ("CMO") of Meridian Consumer Brands LLC. Meridian's principal place of business and corporate headquarters is located at 410 West 34th Street, 18th Floor, New York, New York 10001. I have held the position of CMO since March 2020, when I was recruited by CEO Nathan Hartwell to lead the transformation of Meridian's brand portfolio and go-to-market strate

2. In my role as CMO, I am responsible for overseeing all marketing, brand strategy, advertising, consumer insights, and retail channel partnerships across Meridian's entire portfolio of premium skincare and personal-care brands. Specifically, I have direct responsibility for the brand positioning, marketing strategy, and commercial performance of Meridian's three principal product lines: DermaTrūe (acne treatment an

3. The statements in this declaration are based on my personal knowledge, which I have acquired through my role as CMO of Meridian over the past five years. I am intimately familiar with Meridian's financial performance data, internal sales reports, and marketing analytics, and I regularly review such data in the ordinary course of my duties. I have personally reviewed the advertising campaign at issue in this litiga

II. MERIDIAN CONSUMER BRANDS LLC — OVERVIEW

4. Meridian Consumer Brands LLC is a limited liability company duly organized and existing under the laws of the State of Delaware and registered to do business in the State of New York. Meridian's principal place of business is located at 410 West 34th Street, 18th Floor, New York, New York 10001. Meridian's registered agent for service of process in the State of New York is Capitol Filing Services Inc., located at

5. Meridian is a recognized leader in the premium skincare category in the United States. For fiscal year 2024, Meridian reported annual revenue of $487.6 million, as reflected in audited financial statements prepared by the independent accounting firm of Ashford & Kline LLP. Meridian's product portfolio includes several well-known and well-established brands, the most significant of which are DermaTrūe (acne treatme

III. THE DERMATRŪE PRODUCT LINE

6. DermaTrūe is Meridian's flagship acne-treatment and blemish-care product family and is the single most important brand in Meridian's portfolio. The DermaTrūe line encompasses a comprehensive range of skincare products specifically formulated to address acne and blemish concerns, including cleansers, treatment gels, spot treatments, moisturizers, and complete regimen kits. The flagship product within the DermaTrūe

7. The DermaTrūe product line is the single largest revenue-generating brand in Meridian's entire portfolio. For fiscal year 2024, the DermaTrūe line generated revenue of $138.2 million, representing approximately 28.3% of Meridian's total fiscal year 2024 revenue of $487.6 million ($138.2M ÷ $487.6M = 28.3%). The gross margin on DermaTrūe products is 62.5%, as reflected in Meridian's internal profit and loss stateme

8. In 2024, Meridian undertook a significant reformulation and relaunch of its DermaTrūe product line under the sub-brand "DermaTrūe Pure." This reformulation was a major strategic initiative for the company, driven by evolving consumer preferences for "clean" and transparently formulated skincare products. The reformulated DermaTrūe Pure products are free of parabens, sulfates, and synthetic fragrances — the very in

9. DermaTrūe has built a strong and valuable brand reputation over many years as a premium, clinically supported acne-treatment line. Meridian has invested substantial resources — totaling tens of millions of dollars — in clinical testing, dermatologist endorsements, consumer education programs, digital marketing, and retail merchandising to build and maintain this brand reputation. The DermaTrūe brand's market posit

IV. APEX NATURALS INC. AND "THE PURACLEAR TRUTH" CAMPAIGN

10. Apex Naturals Inc. ("Apex") is, upon information and belief, a corporation organized under the laws of the State of Delaware, with its principal place of business located at 75 Commerce Boulevard, Suite 300, Parsippany, New Jersey 07054. Apex is engaged in the sale and marketing of mass-market and "clean-beauty" skincare and acne-treatment products, which are distributed primarily through drugstore retail chains

11. On or about June 2, 2025, Apex launched a nationwide comparative advertising campaign under the name "The PuraClear Truth." Upon information and belief, and based on competitive intelligence gathered by my team, this campaign is also referred to in industry reports — and was referred to internally at Apex — by the working title "Project Clarity." The campaign was created by Brightline Creative Partners LLC, an ad

12. Based on industry media-spend tracking data from third-party research services and competitive intelligence analysis that is available to me in my capacity as CMO — tools and data sources that I and my team regularly use in the ordinary course of business to monitor competitive advertising activity — I estimate that Apex's spending on "The PuraClear Truth" campaign during the period from June through August 2025

13. The first and most damaging false claim in "The PuraClear Truth" campaign is a claim of clinical superiority. The campaign prominently features the following statement, displayed in large text and voiced in both the television and digital video advertisements: "In a controlled clinical study, PuraClear reduced visible acne blemishes 47% faster than the leading DermaTrūe treatment." The advertisements cite, as the

14. The second false claim in "The PuraClear Truth" campaign is a price-comparison claim. The campaign states, in both the television and digital advertisements and in in-store point-of-sale materials: "PuraClear delivers premium results at half the price — just $12.99 vs. $28.99 for a comparable DermaTrūe kit." This comparison is materially misleading because it compares products of vastly different sizes, compositi

15. The third false claim in "The PuraClear Truth" campaign relates to product ingredients. The campaign states: "Unlike DermaTrūe, PuraClear is 100% free of parabens, sulfates, and synthetic fragrances." This claim is false. As set forth above in Paragraph 8, Meridian reformulated and relaunched its DermaTrūe product line in 2024 under the "DermaTrūe Pure" sub-brand, and the reformulated products are free of paraben

V. FINANCIAL AND COMMERCIAL HARM TO MERIDIAN

16. Following the launch of "The PuraClear Truth" campaign on or about June 2, 2025, DermaTrūe sales have declined sharply and materially. DermaTrūe revenue in the third quarter of fiscal year 2024 (the baseline comparison period, prior to the campaign) was $36.8 million. DermaTrūe revenue in the third quarter of fiscal year 2025 (the post-campaign period) was $29.4 million. This represents a revenue decline of $7.4

17. The financial impact of the revenue decline is severe. At the DermaTrūe line's gross margin of 62.5%, the $7.4 million revenue decline in Q3 2025 translates to an estimated $4.625 million in lost gross profit for the quarter alone ($7.4M × 62.5% = $4.625M). If the campaign continues unchecked and the current rate of revenue decline persists, the annualized lost-profit impact is estimated at approximately $18.5 mi

18. On August 5, 2025, Kingsley Drug Stores LLC ("Kingsley"), one of Meridian's most important retail partners and a major national retail drugstore chain operating more than 2,400 stores across the United States, notified Meridian in writing that it was reducing DermaTrūe's allocated shelf space by 30%, effective October 1, 2025. In its notification letter, Kingsley cited "declining consumer demand" as the basis for

19. Beyond the Kingsley reduction, I am aware, based on communications between Meridian's sales team and our other retail partners, that additional retail partners have expressed concern about DermaTrūe's competitive positioning in light of the Apex campaign. While I cannot disclose the details of confidential commercial discussions with these partners in a public filing, I believe, based on my experience and the inf

20. In order to assess the impact of "The PuraClear Truth" campaign on consumer perceptions of the DermaTrūe brand, Meridian retained Dr. Eleanor Fisk of Fisk Analytics Group LLC, a highly regarded consumer research and survey methodology firm, to design and conduct consumer-perception surveys. Dr. Fisk conducted a baseline survey in January 2025, well before the launch of the Apex campaign, to establish a pre-campai

21. Brand perception and consumer trust are intangible assets that are built over years, and sometimes decades, of sustained investment, consistent product performance, and transparent communication with consumers. The damage inflicted by false comparative advertising of this nature and scale cannot be fully remedied by an award of monetary damages alone. Once consumers form negative impressions about a brand's value

VII. PRE-LITIGATION EFFORTS TO RESOLVE THE DISPUTE

22. On June 18, 2025, approximately two weeks after the campaign launched, Meridian's General Counsel, Derek Cho, sent a detailed cease-and-desist letter to Apex's General Counsel, Tanya Fischetti, demanding the immediate withdrawal of all "The PuraClear Truth" advertisements from every media channel and a public retraction of the false claims contained therein. The letter identified each of the three false claims se

23. On July 3, 2025, Apex responded to the cease-and-desist letter through its outside counsel, Harrison Briggs of the firm Caldwell, Briggs & Nolan LLP, located at 200 Park Avenue, 42nd Floor, New York, New York 10166. In its response, Apex, through Mr. Briggs, denied all allegations of false or misleading advertising and asserted that all claims made in "The PuraClear Truth" campaign were truthful and adequately su

24. Having been unable to resolve the dispute through direct communication with Apex, Meridian pursued the matter through industry self-regulatory channels. On July 22, 2025, Meridian filed a formal complaint with the National Advertising Division ("NAD") of the Better Business Bureau, which was assigned Case Reference No. NAD-2025-01847. The complaint challenged each of the three false claims identified in this decl

25. Having exhausted its pre-litigation remedies and faced with Apex's categorical refusal to cease its false advertising, Meridian retained Calderwood & Harkness LLP on September 8, 2025, to initiate litigation to protect its rights and to seek injunctive relief from this Court.

VIII. ONGOING AND ESCALATING HARM

26. As of the date of this declaration, Apex continues to actively disseminate "The PuraClear Truth" campaign across all of the media channels identified above, including national television, digital video platforms, social media, in-store point-of-sale displays at major retail chains, consumer print publications, and the dedicated campaign page on the Apex corporate website. The campaign has been running continuousl

27. Without injunctive relief from this Court, Meridian will continue to suffer irreparable harm that cannot be fully compensated by an award of monetary damages. This harm includes, but is not limited to: (a) further declines in DermaTrūe revenue and gross profit; (b) additional retail shelf-space reductions by Kingsley and other national retail partners; (c) continued erosion of consumer trust in, and perception of

IX. IDENTIFICATION AND AUTHENTICATION OF EXHIBITS

28. The following exhibits are attached to this declaration: Exhibit A: True and correct copies of exemplar "The PuraClear Truth" campaign materials containing the clinical superiority claim, including screenshots of television advertisements, digital video advertisements, and the campaign webpage located at www.apexnaturals.com/puraclear-truth. Exhibit B: True and correct copies of exemplar campaign materials contai

29. I have personal knowledge of each of the exhibits identified above, and I can attest to their authenticity. Exhibits A through C consist of screenshots and printouts of Apex's advertising materials that were captured and preserved by Meridian's marketing team under my direction in the ordinary course of Meridian's competitive monitoring activities. Exhibit D is a letter that was received by Meridian from Kingsley

X. CONCLUSION AND DECLARATION UNDER PENALTY OF PERJURY

30. The false and misleading claims contained in Apex's "The PuraClear Truth" campaign have caused, and continue to cause, significant, measurable, and irreparable harm to Meridian's DermaTrūe brand and to Meridian's business. This harm includes, without limitation: (a) a $7.4 million decline in DermaTrūe revenue in Q3 2025, representing a 20.1% year-over-year decrease; (b) estimated lost gross profits of $4.625 mill

31. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed on September 22, 2025, at New York, New York. ________________________________________ Julia Whitmore Chief Marketing Officer Meridian Consumer Brands LLC ATTORNEY CERTIFICATION The undersigned attorneys for Plaintiff Meridian Consumer Brands LLC hereby certify that the foregoing Decl