Listerine^®

NO PURCHASE NECESSARY TO ENTER OR WIN. A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING. OPEN ONLY TO LEGAL RESIDENTS OF THE FIFTY (50) UNITED STATES AND THE DISTRICT OF COLUMBIA, 21 YEARS OF AGE OR OLDER. VOID WHERE PROHIBITED. The LISTERINE® ANTISEPTIC Live Right, Sleep Tight Sweepstakes consists of two parts (collectively, the "Promotion"): (a) an Instant Win Game ("Instant Win Game"); and (b) a Sweepstakes ("Sweepstakes"). Employees (and their immediate families (parent, child, spouse or sibling and their respective spouses, regardless of where they reside) and those living in their same households, whether or not related) of the Johnson & Johnson Healthcare Products Division of McNEIL-PPC, Inc., ("Sponsor"), Octagon, Inc. (Administrator), and their respective parents, affiliates, subsidiaries and advertising and promotion agencies are not eligible to enter or win. By participating, entrants agree to be bound by these Official Rules and the decisions of the judges and/or Sponsor, which are binding and final on matters relating to this sweepstakes. Promotion is subject to all applicable federal, state and local laws.

TO ENTER: The entry period is between 12:01 p.m. Eastern Time ("ET") on April 1, 2008 and 11:59 a.m. ET on June 23, 2008 (the "Promotional Period"). To enter, you must have an online Registered Profile. To make a profile, visit www.listerine.com and follow the directions provided to submit an online Registered Profile and choose a username and password. Creating a Registered Profile is free. You can enter the Sweepstakes up to three (3) times per day (regardless of the method of entry you choose), but will only be given one (1) Instant Win Game play per day.

After creating your Registered Profile, you can click submit to receive one (1) play in the Instant Win Game. On each subsequent day of the Promotional Period, you may play the Instant Win Game once by visiting www.listerine.com, logging-in to your Registered Profile and clicking the Submit button on your log-in page.

There are three (3) ways to enter the Sweepstakes. Visit www.listerine.com and log-on to your Registered Profile and either:

1.) Click the Submit button on your log-in page up to three (3) times per day – each time you log-out, relog-in and click submit, you will receive one (1) Sweepstakes entry;

2.) Follow the directions to upload a video of you "swishing LISTERINE". Video must be submitted in either AVI, MOV or WMV files and cannot exceed 100MB. Video must be no longer than 90 seconds and cannot include anyone but the entrant. Video must be the original work of the entrant and cannot have been submitted in connection with any other promotion. By submitting a video, entrants understand that the video may be posted on the website or elsewhere at Sponsor's discretion, for viewing by the general public and otherwise used by Sponsor as set forth herein. Video may be screened by Sponsor or Sponsor's designee. If video is deemed inappropriate, unsuitable, or includes personally identifiable information beyond the entrant's first name, in Sponsor's sole discretion, it will not be posted or, if posted, may be subject to removal from the website, at the sole discretion of Sponsor and/or its designee. Any video or portion thereof that is, in the sole discretion of Sponsor, obscene, profane, lewd, defamatory, contains any third party materials (including trademarks or property of any entity other than Sponsor), or otherwise violates or infringes (or may infringe) any copyright, trademark, logo, mark that identifies a brand or other proprietary right of any person living or deceased (including but not limited to rights of privacy or publicity or portrayal in a false light) or entity, or is otherwise objectionable, or includes personally identifiable information beyond the entrant's first name, may not be posted and Sponsor reserves the right to disqualify any entry containing such video. Video must be in keeping with Sponsor's image, and in compliance with these Official Rules and may not be offensive, as determined by Sponsor in its sole discretion, nor can video defame or invade publicity rights or privacy rights of any person, living or deceased, or otherwise infringe upon any person's personal or proprietary rights.

3.) Follow the directions to view and rate one of the videos available on www.listerine.com during the Promotional Period. Ratings have no impact on the entrant's likelihood of winning the sweepstakes.

There is a limit of three (3) Sweepstakes entries per person and per email address per day, regardless of method of entry. A day is defined as a 24-hour period between 12:00 a.m. ET and 11:59 p.m. ET. Entries received in excess of the stated limitations from any person or e-mail address will be void. Entries or ratings generated by script, macro or other automated means or with the intent to impact the integrity of the rating process are void. All entries become the property of Sponsor and will not be acknowledged or returned. Entries and/or ratings will be attributed to the authorized account holder of the email address submitted during entry. In the event of a dispute as to the identity of an entrant, the authorized account holder of the email address used to enter will be deemed to be the registrant or participant. The "authorized account holder" is the natural person assigned an email address by an Internet access provider, online service provider, Internet service provider, or other organization responsible for assigning email addresses for the domain associated with the submitted address. Winning participants may be required to provide Sponsor with proof that the claimed winner is the authorized account holder of the email address associated with the winning game play or entry, or forfeit the prize. Entries specifying an invalid, non-working, or inactive email address will be disqualified and ineligible to win.

All entries must be complete to be eligible to enter the Sweepstakes, play the Instant Win Game and win either. All entries become the property of Sponsor and will not be returned or acknowledged, and Sponsor will not verify receipt of entries.

INSTANT WINNERS: There will be a total of 4,200 winning moments at randomly selected moments throughout the Promotional Period. The entrant who is the first to play at a randomly selected winning moment, as determined and verified by Sponsor, or immediately after such moment if no one plays at such moment, will receive an instant win message stating the prize potentially won and instructions on how to redeem the prize (including prize claim deadline), subject to verification of eligibility and compliance with the terms of these Official Rules. Potential winning message is subject to verification by Sponsor, whose decisions are final. Proof of play and/or winning will not be deemed to be proof of winning by Sponsor. If you are not an instant winner you will still be entered into the Sweepstakes. Odds of winning depend on the number of eligible game plays received and the timing of such game plays.

SWEEPSTAKES GRAND PRIZE DRAWING: The potential Grand Prize Winner will be selected in a random drawing held on or about July 15, 2008 from all eligible entries received by an independent judging agency. Odds of winning depend on the number of eligible entries received. Potential Grand Prize Winner will be notified by mail, phone, and/or e-mail and may be required to execute and return an affidavit of eligibility, a liability release and, where lawful, a publicity release within seven (7) days of date of issuance. If such documents are not returned within the specified time period, prize notification is returned as undeliverable, or the potential winner is not in compliance with these rules, prize will be forfeited and, at Sponsor's discretion, an alternate winner selected. If a potential winner is an eligible minor in his/her jurisdiction of residence, prize may be awarded in the name of his/her parent or legal guardian who will be responsible for fulfilling all requirements imposed on winner set forth herein.

PRIZES: Prizes are awarded "as is" with no warranty or guarantee, either expressed or implied by Sponsor. Winners may not substitute, assign or transfer prize or redeem prize for cash, but Sponsor reserves the right, at its sole discretion, to substitute prize (or portion thereof) with one of comparable or greater value. Winners are responsible for all applicable federal, state and local taxes, if any, as well as any other costs and expenses associated with prize acceptance and use not specified herein as being provided. All prize details are at Sponsor's sole discretion. All prizes will be awarded.

Sweepstakes Grand Prize: One (1) Grand Prize will be awarded in the Sweepstakes, which consists of a trip for Grand Prize Winner and one (1) guest, who is at least eighteen (18) years old, to the Canyon Ranch Health Resort location of the Grand Prize Winner's choice (Arizona or Massachusetts) which includes: (i) roundtrip coach-class air transportation from a major U.S. gateway airport nearest Winner's residence (as determined by Sponsor, in its sole discretion) to Tucson, AZ, Hartford, CT or Albany, NY or Lenox, MA, (ii) seven nights' deluxe hotel accommodations at Canyon Ranch Health Resort (one (1) room; double occupancy) (room rate and tax only), (iii) ground transportation to/from Canyon Ranch Health Resort location and arriving airport, (iv) three meals daily, (v) access to a variety of activities including, but not limited to fitness classes, the spa complex, guided hikes and biking excursions, lectures and cooking demonstrations, a Personal Program Advisor, and a Health and Fitness Assessment, (vi) $1,200 per person allowance for spa, sport and integrated wellness services. The Approximate Retail Value ("ARV") of the Grand Prize is $13,100. Actual value of prize may vary depending on city of departure. Travel companion (unless child of winner) must be the age of majority in his/her place of residence as of the date of the trip. Winner and guest are responsible for obtaining all required travel documents. If the Winner resides within a 100-mile radius of Tucson, AZ or Lenox, MA (as applicable), Sponsor reserves the right to provide ground transportation in lieu of air transportation and no compensation or substitution will be provided for difference in prize value. Travel arrangements must be made through Sponsor's agent, on a carrier of Sponsor's choice. Winner and guests may extend their stay at their own expense. Travel must be completed within one (1) year of notification of winning or prize will be forfeited and Sponsor will have no further obligation to Grand Prize Winner. Some dates may not be available. Certain additional travel restrictions may apply. Any prize details not specified above will be determined by the Sponsor in its sole discretion. Winner and guest must comply with all Canyon Ranch Health Resort rules and regulations.

Instant Win Prizes: One (1) First Prize and Forty-Nine (49) Second Prizes will be awarded each day. FIRST PRIZES: Eighty-four (84) First Prizes will be awarded. Each First Prize Winner will be given a choice of a soothing sound box, a therapeutic pillow, a back massager chair, or a plush bathrobe. Total ARV of First Prizes is $12,600. SECOND PRIZES: Four Thousand One Hundred and Sixteen (4,116) Second Prizes will be awarded. The Second Prize will be one of the following, as determined in the sole discretion of the Sponsor: light hand weights, aromatherapy diffuser, bath towel, terry cloth slippers, sand timer, diary, $5 music gift card. Total ARV of Second Prizes is $27,810. Gift cards may be subject to certain terms. Only the number of prizes stated herein will be awarded. If, for whatever reasons and condition, more valid prize claims are received for any prize level than number of prizes stated herein for that prize level, Sponsor may, at its sole discretion, award only the stated number of prizes for such prize level in a random drawing from among all eligible, non-suspect prize claims received for that prize level. The ARV of all prizes is $53,510.

OWNERSHIP/USE OF VIDEOS: By submitting a video, entrant agrees the submitted video and all rights embodied therein become the property of Sponsor. Sponsor and its designees may exploit, edit, modify, and distribute the video and all elements of such video, including, without limitation, the names and likenesses of any persons or locations embodied therein, in any and all media now known or not currently known, throughout the world in perpetuity without compensation, permission or notification to entrant or any third party. For the avoidance of doubt, as owner of the video, Sponsor shall be free to use or copy the video in any communications, advertising, or other media, including any ideas, inventions, trademarks, concepts, techniques or know-how disclosed therein, for any purposes. Such purposes may include disclosure to third parties and/or developing, manufacturing and/or marketing goods or services.

GENERAL CONDITIONS: Released Parties (as defined below) are not responsible for lost, late, incomplete, inaccurate, stolen, misdirected, undelivered, garbled, illegible or postage-due mail, entries, ratings or email; or for lost, interrupted or unavailable network, server, Internet Service Provider (ISP), website, or other connections, availability or accessibility or miscommunications or failed computer, satellite, telephone or cable transmissions, lines, or technical failure or jumbled, scrambled, delayed, or misdirected transmissions or computer hardware or software malfunctions, failures or difficulties, or other errors or difficulties of any kind whether human, mechanical, electronic, computer, network, typographical, printing or otherwise relating to or in connection with the sweepstakes, including, without limitation, errors or difficulties which may occur in connection with the administration of the sweepstakes, the processing of entries or ratings, the uploading of videos, the tabulating of ratings, the announcement of the prizes or in any sweepstakes-related materials. Released Parties are also not responsible for any incorrect or inaccurate information, whether caused by site users, tampering, hacking, or by any equipment or programming associated with or utilized in the sweepstakes. Released Parties are not responsible for injury or damage to participants' or to any other person's computer related to or resulting from participating in this sweepstakes or downloading materials from or use of the web site. Persons who tamper with or abuse any aspect of the sweepstakes or website or who are in violation of these Official Rules, as solely determined by Sponsor, will be disqualified and all associated entries will be void. Should any portion of the sweepstakes be, in Sponsor's sole opinion, compromised by virus, worms, bugs, non-authorized human intervention or other causes which, in the sole opinion of the Sponsor, corrupt or impair the administration, security, fairness or proper play, or submission of entries, Sponsor reserves the right at its sole discretion to suspend, modify or terminate the sweepstakes and, if terminated, at its discretion, select the potential winners from all eligible, non-suspect entries received prior to action taken or as otherwise deemed fair and appropriate by Sponsor. Entrants, by participating, agree that Sponsor, Octagon, Inc., and their respective parents, affiliates, subsidiaries and advertising and promotion agencies and all of their respective officers, directors, employees, representatives and agents (collectively, "Released Parties") will have no liability whatsoever for, and shall be held harmless by entrants against, any liability, for any injuries, losses or damages of any kind, including death, to persons, or property resulting in whole or in part, directly or indirectly, from acceptance, possession, misuse or use of any prize or participation in this sweepstakes or the use of any video or the rights granted herein. Each winner, by acceptance of prize, except where legally prohibited, grants permission for Sponsor and its designees to use his/her name, address (city and state), photograph, voice and/or other likeness and prize information for advertising, trade and promotional purposes without further compensation, in all media now known or hereafter discovered, worldwide in perpetuity, without notice or review or approval. In the event of a dispute regarding entries received from multiple users having the same e-mail account, the authorized subscriber of the e-mail account at the time of entry will be deemed to be the entrant and must comply with these rules. Authorized account subscriber is the natural person who is assigned the e-mail address by the Internet Service Provider (ISP), on-line service provider, or other organization responsible for assigning e-mail addresses.

WINNERS LIST: To request a winners list, send a self-addressed, stamped envelope to Listerine Live Right Sleep Tight Sweepstakes Winners List, c/o Octagon, Inc., 800 Connecticut Ave., 2-East, Norwalk, CT 06854. Requests must be received within four (4) weeks of the end of the Entry Period. Vermont residents may omit return postage

SPONSOR: Johnson & Johnson Healthcare Products Division of McNEIL-PPC, Inc.,185 Tabor Road, Morris Plains, NJ 07950