State Settlement Agreement


    Exhibit
      10.2

     

    
      Overview
        and general description of State Settlement Agreements

       

      As
        more
        fully described under Item 1.01 hereinbefore, King Pharmaceuticals, Inc.
        has
        entered into a settlement agreement with the United States of America (the
        “Federal Settlement Agreement”) and into separate settlement agreements with the
        District of Columbia and the following 48 states: Alabama, Alaska, Arkansas,
        California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois,
        Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts,
        Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New
        Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota,
        Ohio,
        Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota,
        Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin,
        and Wyoming (each, a “State Settlement Agreement”).

       

      Each
        State Settlement Agreement is substantially identical to the Federal Settlement
        Agreement (see Exhibit 10.1). Each State Settlement Agreement sets forth
        the
        portion of the $50.6 million to be paid to the states. In addition, the State
        Settlement Agreements with the 13 states on behalf of which the relator has
        filed claims (the “Qui Tam States”) include provisions relating to the dismissal
        of such claims and related matters. The State Settlement Agreements with
        the
        states that have affected state pharmaceutical programs include provisions
        relating to these programs. Subject to the foregoing, the State Settlement
        Agreement with the state of Massachusetts has been provided as a sample State
        Settlement Agreement containing both the provisions applicable to the Qui
        Tam
        States and the state program related provisions.

       

      Settlement
        Agreement with the state of Massachusetts

       

    

    
      STATE
        SETTLEMENT AGREEMENT

       

      I. 
        THE PARTIES

      This
        Settlement Agreement (“Agreement”) is entered into this ______ day of
        ____________ 2005. The parties to this Agreement (hereinafter “the Parties”) are
        the State of Massachusetts (hereinafter the “State”) and King Pharmaceuticals,
        Inc., and Monarch Pharmaceuticals, Inc. (collectively “King”), each a Tennessee
        corporation with a principal place of business in Bristol,
        Tennessee.

      II. 
        PREAMBLE

      
      

      As
        a
        preamble to this Agreement, the Parties recite the following:

      A.    King
        Pharmaceuticals, Inc. manufactures and sells generic and branded pharmaceuticals
        through several wholly-owned direct and indirect subsidiaries. The subsidiaries
        of King Pharmaceuticals, Inc. are listed on Attachment A. For purposes of
        this Agreement, all references to King include its subsidiaries to the extent
        that they have manufactured or sold pharmaceuticals that fall within the
        “Covered Conduct” of this Agreement. The “Covered Conduct” is fully described in
        Paragraph F, below.

      B.    On
        March
        12, 2003, a relator filed a qui tam
        action
        in the United States District Court for the Eastern District of Pennsylvania
        captioned United
        States ex rel. Edward Bogart, et al., v. King Pharmaceuticals, Inc., et
        al.
        (the
“Civil Action”).

      C.    This
        Agreement resolves all the civil claims of the State against King arising
        from
        or based on the “Covered Conduct” alleged in Paragraph F, below. A separate
        settlement agreement resolves all the civil claims of the United States arising
        from or based on the “Covered Conduct” alleged in Paragraph F below (the
“Federal Settlement Agreement”). 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Separate
        settlement agreements (together with this Agreement, the “State Settlement
        Agreements”) resolve the civil claims of the other States, Commonwealths, and
        the District of Columbia against King arising from or based on the “Covered
        Conduct” alleged in Paragraph F, below.

      D.    At
        all
        relevant times, the Medicaid Rebate Program, 42 U.S.C. § 1396r-8, required
        participating manufacturers to pay rebates to state Medicaid agencies, including
        the Medicaid agency for the State, pursuant to specific rules based in part,
        in
        the case of single-source and innovator multiple-source pharmaceuticals,
        upon
        the lowest price at which the manufacturer sold its products to certain
        commercial customers. The purpose of these specific rules is to ensure that
        Medicaid receives the benefit of discounts in relation to the pricing available
        in the commercial marketplace. King entered into a rebate agreement with
        the
        Health Care Financing Administration (“HCFA”), now the Centers for
        Medicare & Medicaid Services (“CMS”), and certain of King’s products
        were at all relevant times covered by State’s Medicaid plans that provided
        medical assistance for outpatient prescription drugs. 42 U.S.C.
§§ 1396a(a)(10)(A), 1396d(a)(12), and 1396r-8(a)(1). Under the Medicaid
        Rebate Program and rebate agreement with CMS, King generally agreed: (i) to
        report quarterly to CMS its average manufacturer price (“AMP”) and, in the case
        of single-source and innovator multiple-source pharmaceuticals, best price
        for
        its pharmaceutical products, as defined by 42 U.S.C. §§ 1396r-8(k)(1) and
        1396r-8(c)(1)(C); and (ii) to pay quarterly rebates to the states based on
        the product of (a) the units of each dosage form and strength paid for
        under the state Medicaid plan during the rebate period as reported by the
        state,
        and (b) the greater of the difference between the AMP and best price, or
        minimum rebate percentage of the AMP, as further defined in 42 U.S.C.


       

      
        
          
          

        

        
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      § 1396r-8(c).
        The states receiving Medicaid rebates are sometimes referred to in this
        Agreement as the “Medicaid States.”

      E.    King
        also
        participated in [a] supplemental rebate program[s] with the State that generally
        required a rebate separate from the State’s Medicaid rebate (a “Supplemental
        State Rebate Program”). The states with Supplemental State Rebate Programs are
        sometimes referred to in this Agreement as the “State Program States”. The State
        Program States are: California, Connecticut, Delaware, Florida, Indiana,
        Maine,
        Maryland, Massachusetts, Minnesota, Missouri, Montana, New Jersey, New York,
        North Carolina, Oregon, Pennsylvania, Rhode Island, Texas, Utah, Vermont,
        Wisconsin and Wyoming. The Medicaid States and the State Program States are
        sometimes collectively referred to in this Agreement as the “Affected
        States”.

      F.    The
        State
        contends that it has certain civil claims against King for engaging in the
        conduct alleged in sections (i) through (v) during the period
        January 1, 1994, through December 31, 2002, unless otherwise specified
        below (the “Covered Conduct”).

      (i) The
        State
        contends that King knowingly did not collect and analyze its pricing information
        in a manner that ensured that King would be able to accurately determine
        the AMP
        and best price on a quarterly basis. The State also contends that King knowingly
        did not adequately train its personnel to calculate accurate AMP and best
        price
        data, and that King knowingly did not provide its employees with appropriate
        tools, such as specialized software programs or other commonly used means
        for
        calculating Medicaid rebate payments, so that its employees could calculate
        AMPs
        and best prices accurately.

      (ii) The
        State
        also contends that King knowingly included inappropriate customers in its
        retail
        class of trade, which resulted in inaccurate calculations of AMPs.

       

      
        
          
          

        

        
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      (iii) The
        State
        contends that because of the conduct alleged in sections (i) and (ii) above,
        certain of King’s AMP and best price calculations were inaccurate. The State
        further contends that, by including such inaccurate calculations in its
        quarterly submissions to CMS, King failed to report accurately to CMS on
        a
        quarterly basis the AMPs and best prices, where applicable, for its
        pharmaceutical products, and to pay the corresponding proper amounts of Medicaid
        rebates, resulting in an overall underpayment of Medicaid rebates for the
        relevant time period. Further, the State contends that King failed to pay
        the
        proper Supplemental State Rebate Program rebates, resulting in an overall
        underpayment of Supplemental State Rebate Program rebates for the relevant
        time
        period.

      (iv) Accordingly,
        the State contends that the activities alleged in Paragraph F (i) through
        (iii) rendered false the following claims or statements: (1) King’s reports
        to CMS of AMPs and best prices, and the related state invoices, for the
        pharmaceutical products listed in Attachment B for the 36 quarters from
        January 1, 1994, through December 31, 2002; and (2) to King’s
        invoices for the Supplemental State Rebate Programs listed in Attachment C
        for the pharmaceutical products listed in Attachment D, for the period
        January 1, 1994, through December 31, 2002.

      (v) All
        other
        conduct of King alleged in the Civil Action is also included in the “Covered
        Conduct.”

      G.    King
        represents that after King received an SEC subpoena regarding various matters,
        the Audit Committee of King’s Board of Directors initiated an independent
        internal investigation. When this investigation identified the deficiencies
        in
        King’s AMP and best price methodologies described in Paragraph F above,
        King’s outside counsel retained KPMG, a national accounting firm that, in part,
        specializes in health care and Medicaid reporting. With
        

       

      
        
          
          

        

        
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      KPMG’s
        assistance, King undertook a comprehensive recalculation to determine the
        amount
        of King’s underpayments under the Medicaid rebate program, underpayments under
        the Supplemental State Rebate Programs, and overcharges to the PHS entities
        and
        Federal Supply Schedule customers. King
        and
        KPMG began this recalculation by compiling a database of all King transactional
        data (including sales, rebates and chargebacks), government utilization,
        customer, contract and product data relevant to the calculation of AMP, best
        price, Medicaid unit rebate amounts and related PHS, Federal Supply Schedule
        and
        Supplemental State Rebate Program calculations for the relevant period. This
        data was compiled from sources that included King’s sales, adjustment and
        chargeback records, records of amounts paid to purchasers
        and
        other payors, records of product utilization by, and rebates paid to, the
        state
        Medicaid agencies and Supplemental State Rebate Programs,
        contracts
        and other agreements with pharmaceutical product purchasers, and
        King’s historical
        pricing records. King and KPMG confirmed the completeness of the data they
        compiled by reconciling it to the net sales data in the general ledger trial
        balances underlying King’s audited financial statements.
        In
        addition, KPMG helped King to determine the appropriate class of trade for
        each
        of the purchasers of King’s pharmaceutical products.

      King
        re-calculated the AMPs and best prices for its pharmaceutical products from
        January 1, 1998, through December 31, 2002. King compared the AMPs and
        best prices that it had originally reported to CMS with the re-calculated
        AMPs
        and best prices. This data is contained in a summary document prepared by
        King,
        known as the Medicaid variance report, which also identified King’s total
        underpayment of Medicaid rebates for that period. According to King, all
        AMP and
        best price differences between what King originally reported to CMS and the
        corrected AMPs and best prices are reflected in the Medicaid variance report
        on
        a product 

       

      
        
          
          

        

        
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      and
        quarter basis. In addition, King prepared variance reports reflecting its
        underpayments of rebates from January 1, 1998 through December 31, 2002 to
        the State Program States. In addition, King used the results of the
        recalculation for the 1998 to 2002 period to determine by extrapolation State
        Medicaid, and Supplemental State Rebate Program variances for all King products
        with utilization under the applicable program during the period from January
        1,
        1994 through December 31, 1997.

      H.    King
        represents that it has performed the review and calculations and prepared
        the
        variance reports described in Paragraph G above in good faith and that it
        believes that such calculations and variance reports are complete and accurate
        in all material respects. 

      I.    The
        State
        also contends that it has certain administrative claims against King for
        the
        Covered Conduct.

      J.    This
        Agreement is made in compromise of disputed claims. It is neither an admission
        of liability by King
        nor
        a concession by the State that its claims are not well founded. King expressly
        denies the allegations of the State as set forth herein and in the Civil
        Action
        and denies that it has engaged in any wrongful conduct in connection with
        the
        Covered Conduct. Neither this Agreement, its execution, nor the performance
        of
        any obligations under it, including any payments, nor the fact of the
        settlement, is intended to be, or shall be understood as, an admission of
        liability or wrongdoing, or other expression reflecting upon the merits of
        the
        dispute by King. 

      K.    To
        avoid
        the delay, uncertainty, inconvenience, and expense of protracted litigation
        of
        the above claims, the Parties reach a full and final settlement pursuant
        to the
        Terms and Conditions below.

       

      
        
          
          

        

        
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      III. 
        TERMS AND CONDITIONS

      1.    Pursuant
        to the Federal Settlement Agreement, King agreed to pay to the United States,
        and the Affected States, collectively, $124,057,318, with accrued
        interest (the
        “Settlement Amount”). King also agreed that this interest accrues at
        3.75 percent per annum calculated from July 1, 2005, until the date of
        the payment of the Federal Settlement Amount (as defined in Paragraph 2
        below). The Settlement Amount sum constitutes a debt immediately due and
        owing
        on the date the Federal Settlement Agreement becomes effective according
        to its
        terms (the “Federal Effective Date”).

      2.    Of
        the
        Settlement Amount in Paragraph 1, King and the United States have agreed
        that the sum of $73,420,225, with accrued interest, represents the federal
        share
        of the Settlement Amount (the “Federal Settlement Amount”). Pursuant to the
        Federal Settlement Agreement, the Federal Settlement Amount will be paid
        by King
        within seven business days after the Federal Effective Date.

      3.    Of
        the
        Settlement Amount in Paragraph 1, King, the United States and the Affected
        States have agreed that the sum of $50,637,093, with accrued interest to
        (but
        excluding) the date of payment of the Federal Settlement Amount, shall represent
        the State share of the Settlement Amount (the “State Settlement Amount”). The
        State Settlement Amount represents (i) the state-funded portions of the
        claims settled for the Medicaid programs of all Medicaid States and
        (ii) the entire amount of the claims settled for the Supplemental State
        Rebate Programs of all State Program States. With respect to the State
        Settlement Amount, King and the State agree as follows:

      A.    The
        total
        portion of the Settlement Amount paid by King in settlement for alleged injury
        to the Medicaid Program for the State is $1,382,471.98, consisting of
        $714,203.03 paid to the State under this Agreement (the “State Medicaid
        Settlement Amount”) and 

       

      
        
          
          

        

        
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      $668,268.95
        paid to the federal government as part of the Federal Settlement Amount.
        The
        total amount paid to the State pursuant to this Agreement (the “Individual State
        Settlement Amount”) is $768,190.25 consisting of the State Medicaid Settlement
        Amount and $53,987.22 allocable to the State’s Supplemental State Rebate
        Program[s].

      B.    If
        the
        Parties shall have entered this Agreement on or before the date on which
        the
        Federal Settlement Agreement was entered into, King shall make payment of
        the
        State’s Individual State Settlement Amount on the same date that King makes
        payment of the Federal Settlement Amount as set forth in Paragraph 2 above.
        If the parties have entered into this Agreement after the date the Federal
        Settlement Agreement was entered into, King shall make payment of the State’s
        Individual State Settlement Amount on or before the latest of (A) the date
        on which the Federal Settlement Amount is paid, (B) the date on which the
        motion to dismiss described in Paragraph 7, below, shall have been granted
        by the court and an appropriate order entered, and (C) the fifth business
        day after the date of this Agreement. Payment by King shall be made via wire
        transfer to a distribution account identified by the National Association
        of
        Medicaid Fraud Control Units Settlement Team (the “NAMFCU Team”) for
        distribution to the State, and shall include interest accrued to (but excluding)
        the date on which the Federal Settlement Amount is paid, even if the amounts
        due
        under this Agreement are due at a later date.

      4.    Subject
        to the exceptions in Paragraph 5, and in consideration of the obligations
        of King set forth in this Agreement, the State, on behalf of itself and each
        of
        its political subdivisions, its officers, agents, agencies, and departments,
        agrees fully and finally to release King, its past and present parents,
        affiliates, divisions, and direct and indirect subsidiaries, and each of
        their
        predecessors, successors and assigns (the “King Corporate Entities”), and their
        past 

       

      
        
          
          

        

        
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      and
        present directors, officers, agents and employees (together with the King
        Corporate Parties, the “King Released Parties”), from any civil or
        administrative monetary claim that the State has or may have for the Covered
        Conduct. The payment of the Individual State Settlement Amount fully discharges
        King and the other King Released Persons from any obligation to pay
        Medicaid-related or Supplemental State Rebate Program-related restitution,
        damages, and/or any fine or penalty to the State for the Covered
        Conduct.

      5.    Notwithstanding
        any term of this Agreement, the State specifically does not in this Agreement
        release King and the other King Released Parties from any and all of the
        following: (a) any criminal, civil, or administrative liability arising
        under the State’s revenue code; (b) any criminal liability; (c)  any
        liability to the State or any agencies thereof) for any conduct other than
        the
        Covered Conduct; (d) any liability based upon obligations created by this
        Agreement; (e) except as explicitly stated in this Agreement, any
        administrative liability, including mandatory exclusion from any of the State’s
        health care programs; (f) any express or implied warranty claims or other
        liability for defective or deficient products and services provided by King;
        (g) any liability based on a failure to deliver items or services due; and
        (h) any administrative liability against individuals, including current and
        former directors, officers, and employees of King and the other King Corporate
        Entities.

      6.    In
        consideration of the obligations of King set forth in this Agreement,
        conditioned upon King’s payment in full of the Individual State Settlement
        Amount and except as reserved in Paragraph 5 above and below in this
        Paragraph, the State agrees to release and refrain from instituting, directing
        or maintaining any administrative claim or any action seeking exclusion from
        the
        State’s Medicaid program or other health care programs against King and each
        other King Corporate Entity for the Covered Conduct. Nothing in this Agreement
        

       

      
        
          
          

        

        
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      precludes
        the State from taking action against King in the event that King is excluded
        from the Medicaid Program by the federal government, or for conduct and
        practices other than the Covered Conduct. The Medicaid Fraud Control Unit
        for
        the State further agrees to refrain from recommending, causing or attempting
        to
        cause any administrative action or sanction, including debarment, by any
        other
        government agency of the State for the Covered Conduct. King acknowledges
        that
        the State does not have the authority to release King from any claims or
        actions
        which may be asserted by private payors or insurers, including those that
        are
        paid on a capitated basis for providing health care to the States’ Medicaid
        programs.

      7.    The
        State
        agrees to dismiss with prejudice any lawsuit specifically as to King in which
        the State has intervened and/or as to which the State has the authority to
        dismiss, currently pending against King, for the Covered Conduct. Without
        limiting the generality of the foregoing, the State agrees to file a motion
        to
        dismiss the State’s counts of the Civil Action with prejudice as of, and
        dependent upon the occurrence of, the Federal Effective Date.

      8.    King
        waives and will not assert any defenses King may have to any criminal
        prosecution or administrative action relating to the Covered Conduct, that
        may
        be based in whole or in part on a contention that, under the Double Jeopardy
        Clause in the Fifth Amendment of the Constitution, or under the Excessive
        Fines
        Clause in the Eighth Amendment of the Constitution, this Agreement bars a
        remedy
        sought in such criminal prosecution or administrative action.

      9.    King,
        on
        behalf of itself and (to the fullest extent of its authority) the other King
        Corporate Entities, fully and finally releases, waives, and discharges the
        State
        and each of its political subdivisions, and each of their agencies, employees,
        servants, and agents from any claims (including attorneys’ fees, costs and
        expenses of every kind and however denominated) which King or any other King
        Corporate Entity has asserted, could have asserted, or may assert 

       

      
        
          
          

        

        
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      in
        the
        future against the State and each of its political subdivisions, and each
        of
        their respective officers, agencies, employees, servants and agents, related
        to
        or arising from the State’s investigation and prosecution of the Covered Conduct
        up to the later to occur of (a) the Federal Effective Date and (b) the
        date of this Agreement.

      10.    The
        amounts that King must pay pursuant to this Agreement shall not be decreased
        as
        a result of the denial of claims for payment now being withheld from payment
        by
        the State’s Medicaid program, or any other State payor where such denial
        resulted from the Covered Conduct. If applicable, King agrees not to resubmit
        to
        any Medicaid program, state payor, or any other government payor, any previously
        denied claims, which denials were based on the Covered Conduct, and agrees
        not
        to appeal any such denials of claims. 

      11.    King
        agrees that it shall not seek payment for any of the monies owed under this
        Agreement from any health care beneficiaries or their parents, sponsors,
        legally
        responsible individuals, or third-party payors. King waives any causes of
        action
        against these beneficiaries or their parents, sponsors, legally responsible
        individuals, or third party payors based upon the claims for payment covered
        by
        this Agreement. Nothing
        in this Paragraph 11 shall affect King’s rights to recover amounts due under
        agreements with non-governmental third parties, including sellers and
        manufacturers of pharmaceutical products to whom King previously has paid
        royalties, co-promotion fees or other amounts determined directly or indirectly
        by reference to the net sales of King’s products.

      12.    This
        Agreement is intended to be for the benefit of the Parties only, and by this
        instrument the Parties do not release any claims against any other person
        or
        entity other than King and the other King Released Parties.

       

      
        
          
          

        

        
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      13.    Nothing
        in this Agreement constitutes an agreement by the State concerning the
        characterization of the amounts paid hereunder for purposes of the State’s
        revenue code.

      14.    Nothing
        in this Agreement shall limit King’s right and/or obligation under the Medicaid
        Rebate Program to refile AMPs and best prices for the products identified
        in
        Attachment B.

      15.    Except
        as
        set forth in Paragraph 16, below, each party to this Agreement shall bear
        its own legal and other costs incurred in connection with this matter, including
        the preparation and performance of this Agreement.

      16.    In
        addition to all other payments and responsibilities under this Agreement,
        King
        has agreed that it will pay: (i) all reasonable travel costs and expenses
        of the
        NAMFCU negotiating team; and (ii) $1,000,000 for the Participating States’
settlement costs (the “Expense Fund”). King has agreed to pay these amounts by
        separate check or wire transfer made payable to the NAMFCU after all
        Participating States execute a State Settlement Agreement. The State’s share, if
        any, of the Expense Fund shall be a proportional amount of the original
        $1,000,000 plus any accrued interest, determined pro rata based on the costs
        and
        other direct expenses associated with this settlement that the State is legally
        obligated to pay, as compared to such costs for all other settling states.
        In
        the event that the aggregate amounts of all such costs do not exceed the
        amount
        in the Expense Fund, the balance shall be paid to the states in proportion
        to
        their State Settlement Amounts.

      17.    This
        agreement does not constitute an admission by any person or entity, and shall
        not be considered as an admission by any person or entity, with respect to
        any
        issues of law or fact.

       

      
        
          
          

        

        
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      18.    King
        has
        entered into a Corporate Integrity Agreement (“CIA”) with HHS-OIG, in connection
        with this matter. A breach of King’s obligations under the CIA shall not
        constitute a breach of this Agreement. King acknowledges that the CIA does
        not
        preclude the State from taking any appropriate action against King for future
        conduct under the State’s laws.

      19.    The
        undersigned King signatories represent and warrant that they are authorized
        by
        their respective Boards of Directors to execute this Agreement. The undersigned
        State signatories represent that they are signing this Agreement in their
        official capacities and they are authorized to execute this Agreement through
        their respective agencies and departments. King represents that this Agreement
        is freely and voluntarily entered into without any degree of duress or
        compulsion whatsoever.

      20.    If
        the
        Federal Settlement Agreement shall have been terminated in accordance with
        its
        terms, King shall have the option to terminate this Agreement, in which case
        this Agreement shall be null and void for all purposes, as if it never had
        existed. 

      21.    King
        contends that beginning with its calculations and reports for products utilized
        in the first quarter of 2003 it has been calculating and reporting AMP for
        its
        pharmaceutical products using a methodology that has resulted in it overpaying
        its quarterly rebates to Medicaid and to Supplemental State Rebate Programs.
        Nothing in this Agreement shall limit King’s right to recover these overpayments
        from the State, the State’s Medicaid agency or the State’s Supplemental State
        Rebate Programs, and nothing in this Agreement shall limit the right of State,
        the State’s Medicaid agency or the State’s Supplemental State Rebate Programs to
        contest any such recovery.

      22.    This
        Agreement is governed by the laws of the State.

       

      
        
          
          

        

        
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      23.    This
        Agreement shall be binding on all successors, transferees, heirs, and assigns
        of
        the Parties.

      24.    This
        Agreement constitutes the complete agreement between the Parties with regard
        to
        the Covered Conduct. This Agreement may not be amended except by written
        consent
        of the Parties.

      25.    Each
        party agrees to perform any further acts and to execute and deliver any further
        documents reasonably necessary to carry out this Agreement. This Agreement
        may
        be executed in counterparts, each of which shall constitute an original and
        all
        of which taken together shall constitute one and the same Agreement.
Facsimiles
        of signatures shall constitute acceptable binding signatures for purposes
        of
        this Agreement.

      


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                   For
                    the State of Massachusetts:

                
	 	 	 	 
	 	 	 
	 	 
 	 
 	 
 
	By:	/s/
                  Nicholas J. Messuri	
                    Dated:  

                	
                   9/30/05

                
	 	 	 	 
	 Title:
	Assistant
                  Attorney General	 	 


        

      

      
         

        
          
            	
                     For
                      the State of Massachusetts Medicaid Program:

                  
	 	 	 	 
	 	 	 
	 	 
 	 
 	 
 
	By:	/s/
                    Beth Waldman	
                      Dated:  

                  	
                    9/29/05

                  
	 	 	 	 
	Title:	Medicaid
                    Director	 	 


          

        

         

      

       

      
        
           

          
            
              	
                       KING
                        PHARMACEUTICALS, INC.

                      MONARCH
                        PHARMACEUTICALS,
                        INC.

                    
	 	 	 	 
	 	 	 
	 	 
 	 
 	 
 
	By:	/s/
                      Brian A. Markison	
                        Dated:  

                    	
                      10/31/05

                    
	 	EXECUTIVE
                      SIGNATORY
King Pharmaceuticals, Inc.	 	 


            

          

        

      

      
        
          
            
              	 	 
 	 
 	 
 
	By:	/s/
                      Brian A. Markison	
                        Dated:  

                    	
                      10/31/05

                    
	 	
                      EXECUTIVE
                        SIGNATORY

                      Monarch Pharmaceuticals,
                        Inc.

                    	 	 


            

          

        

        
          
            
              	 	 
 	 
 	 
 
	By:	/s/
                      Marc Rosenberg	
                        Dated:  

                    	
                      10/31/05

                    
	 	MARC
                      ROSENBERG, ESQ.
Cravath, Swaine & Moore LLP	 	 


            

          

           

          
            
              
              

            

            
              -15-

              
                

              

            

            
              
              

            

          

        

      

       
Attachment
      A
      King
        Pharmaceuticals of Nevada, Inc.

      King
        Pharmaceuticals Research and Development, Inc.

      Gentrac,
        Inc.

      JMI-Daniels,
        Inc.

      Meridian
        Medical Technologies, Inc.

      Brunswick
        Biomedical Investment Corporation

      STI
        International Limited

      Meridian
        Medical Technologies Limited

      Monarch
        Pharmaceuticals, Inc.

      Monarch
        Pharmaceuticals of Ireland Limited

      Parkedale
        Pharmaceuticals, Inc.

      Jones
        Pharma Incorporated

      Daniels
        Pharmaceuticals, Inc.

       

       

      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      

       


      Attachment
        B

      ACETAMINOPHEN

      ADRENALIN

      ALTACE

      AMANTADINE

      ANEXSIA

      ANUSOL

      APLISOL

      AVC

      BARIUM

      BICILLIN

      BREVITAL

      BROMPHEN

      BROMPHENIRAMINE

      CHLORAMPHENICOL

      CHLOROMYCETIN

      CODEINE

      COLY-MYCIN

      CORGARD

      CORTISPORIN

      CORZIDE

      CYTOMEL

      DELESTROGEN

      DRIZE-R

      ENDAGEN

      FLORINEF

      FLUOGEN

      FLUPHENAZINE

      GUAIFENESIN

      HCBT/APAP

      HISTOPLASMIN

      HUMATIN

      HYDROCODONE

      HYDROCORTISONE

      KEMADRIN

      KETALAR

      KETAMINE

      KGDAL

      KGFED

      KGHIST

      LEVOXYL

      LORABID

      MANTADIL

      MENEST

      MONAFED

      MORPHINE

       

       

      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      

       

       

      Attachment
        B

       

      NASABID

      NEOPOLYMYXIN

      NEOSPORIN

      NORDETTE

      NUCOFED

      ORTHO-PREFEST

      OTOCAIN

      OXYCODONE

      PAPAVERINE

      PEDIOTIC

      PENICILLIN

      PHENIRAMINE

      PHENOBARBITAL

      PHENTERMINE

      PITOCIN

      PITRESSIN

      POLYSORIN

      POLYSPORIN

      PROCANBID

      PROCTOCORT

      PROLOPRIM

      QUIBRON

      SEPTRA

      SILVADENE

      TAPAZOLE

      THALITONE

      THEREVAC

      THIOMALATE

      THROMBIN

      THYROID

      TIGAN

      TUSSEND

      TUSSIGON

      TUSSIN

      VANEX

      VIRA-A

      VIROPTIC

      WYCILLIN

       

       

      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      

       

       

      Attachment
        C


      California
        ADAP

      California
        COHS

      California
        FPACT

      California
        Unknown

      Connecticut
        ADAP

      Connecticut
        PACE

      Connecticut
        SAGA

      Connecticut
        Unknown

      Delaware
        PA

      Delaware
        SRP

      Delaware
        Unknown

      Florida
        Senior Rx

      Indiana
        AIM

      Indiana
        Unknown

      Maine
        ADAP

      Maine
        ERP

      Maine
        LCDE

      Maine
        Unknown

      Maryland
        KDP

      Maryland
        PAP

      Maryland
        Unknown

      Massachusetts
        ACH

      Massachusetts
        DEL

      Massachusetts
        SPP

      Massachusetts
        Unknown

      Minnesota
        ADAP

      Minnesota
        PDP

      Minnesota
        SD

      Minnesota
        Unknown

      Missouri
        ADAP

      Missouri
        Senior Rx

      Montana
        Unknown

      New
        Jersey ADAP

      New
        Jersey ADRP

      New
        Jersey PAAD

      New
        Jersey SG

      New
        Jersey Unknown

      
        New
          York
          ADAP

        New
          York
          DS

        New
          York
          EAC

        New
          York
          EPIC

        New
          York
          HHR

        New
          York
          HR

        New
          York
          MDP

        New
          York
          Unknown

      

      
         

         

        
          
            
            

          

          
            -19-

            
              

            

          

          
            
            

          

        

         

         

        Attachment
          C


      

       

      North
        Carolina Unknown

      Oregon
        ADAP

      Pennsylvania
        ESRD

      Pennsylvania
        GA

      Pennsylvania
        PACE

      Pennsylvania
        PB

      Pennsylvania
        Unknown

      Rhode
        Island PAE

      Rhode
        Island Unknown

      Texas
        CHIP

      Texas
        CIDC

      Texas
        CSHCN

      Texas
        KH

      Utah
        ADAP

      Vermont
        Script

      Wisconsin
        CD

      Wisconsin
        SC 200

      Wisconsin
        Unknown

      Wyoming
        ADAP

      Wyoming
        MMP

       

      
         

        
          
            
            

          

          
            -20-

            
              

            

          

          
            
            

          

        

         

         

        Attachment
          D


         

      

       

      ACETAMINOPHEN

      ADRENALIN

      ALTACE

      AMANTADINE

      ANEXSIA

      ANUSOL

      APLISOL

      AVC

      BARIUM

      BICILLIN

      BREVITAL

      BROMPHEN

      BROMPHENIRAMINE

      CHLORAMPHENICOL

      CHLOROMYCETIN

      CODEINE

      COLY-MYCIN

      CORGARD

      CORTISPORIN

      CORZIDE

      CYTOMEL

      DELESTROGEN

      DRIZE-R

      ENDAGEN

      FLORINEF

      FLUOGEN

      FLUPHENAZINE

      GUAIFENESIN

      HCBT/APAP

      HISTOPLASMIN

      HUMATIN

      HYDROCODONE

      HYDROCORTISONE

      KEMADRIN

      KETALAR

      KETAMINE

      KGDAL

      KGFED

      KGHIST

      LEVOXYL

      LORABID

      MANTADIL

      MENEST

      MONAFED

      MORPHINE

       

      
         

        
          
            
            

          

          
            -21-

            
              

            

          

          
            
            

          

        

         

         

        Attachment
          D


         

      

       

      NASABID

      NEOPOLYMYXIN

      NEOSPORIN

      NORDETTE

      NUCOFED

      ORTHO-PREFEST

      OTOCAIN

      OXYCODONE

      PAPAVERINE

      PEDIOTIC

      PENICILLIN

      PHENIRAMINE

      PHENOBARBITAL

      PHENTERMINE

      PITOCIN

      PITRESSIN

      POLYSORIN

      POLYSPORIN

      PROCANBID

      PROCTOCORT

      PROLOPRIM

      QUIBRON

      SEPTRA

      SILVADENE

      TAPAZOLE

      THALITONE

      THEREVAC

      THIOMALATE

      THROMBIN

      THYROID

      TIGAN

      TUSSEND

      TUSSIGON

      TUSSIN

      VANEX

      VIRA-A

      VIROPTIC

      WYCILLIN

      


      -22-