Action No. AMD 06-2411 (D. MD). This action is referred to below as the “Civil Action.” TheRelator and Alpharma agree that the complaint in the Civil Action alleges misconduct that continuesthrough, but does not extend past, December 29, 2008. This complaint has been twice amended.     C. Alpharma has entered into or will be entering into separate settlement agreements,described in Paragraph 1(b) below (hereinafter referred to as the “Medicaid State SettlementAgreement”) with certain states and the District of Columbia in settlement of the Covered Conduct.States with which Alpharma executes a Medicaid State Settlement Agreement in the form to whichAlpharma and the National Association of Medicaid Fraud Control Units (“NAMFCU”) Negotiating Teamhave agreed, or in a form otherwise agreed to by Alpharma and an individual State, shall be definedas “Medicaid Participating States.”     D. The United States alleges that Alpharma caused to be submitted claims for payment forKadian to the Medicaid Program (“Medicaid”), Title XIX of the Social Security Act, 42 U.S.C. §§1396-1396v. The United States further alleges that Alpharma caused claims for payment for Kadianto be submitted to the TRICARE Program (“TRICARE”), 10 U.S.C. §§ 1071-1109; and the FederalEmployees Health Benefits Program (“FEHBP”), 5 U.S.C. §§ 8901-8914 (collectively, the “otherFederal Health Care Programs”). The United States additionally alleges that Alpharma causedcertain claims for payment for Kadian to be submitted to the Medicare Program (“Medicare”), TitleXVIII of the Social Security Act, 42 U.S.C. §§ 1395-1395hhh.     E. The United States contends that it and the Medicaid Participating States have certain civilclaims, as specified in Paragraph 2 below, against Alpharma due to Alpharma having engaged in thefollowing conduct (hereinafter referred to as the “Covered Conduct”):
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During the period of January 1, 2000 through December 29, 2008, (a) offering and payingillegal remuneration to health care professionals in connection with advisory boards, speakers’bureaus or training programs, educational or research grants, consulting forums or otherconsultancies, preceptorships, or arrangements to make patient enrollment payments in connectionwith educational or research grants, to induce health care professionals to promote and/orprescribe Kadian, in violation of the Federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b), and(b) making and/or disseminating unsubstantiated and/or false representations or statements,directly or indirectly, about the safety and efficacy of Kadian to promote or encourage prescribingof Kadian for uses that were not reasonable and necessary. As a result of the foregoing conduct,Alpharma knowingly caused false or fraudulent claims for Kadian to be submitted to Medicaid,Medicare and the other Federal Health Care Programs.     F. The United States also contends that it has certain administrative claims against Alpharmaas specified in Paragraphs 3 through 5, below, for engaging in the Covered Conduct.     G. In the Civil Action, the Relator has also asserted claims against Alpharma for payment ofreasonable attorneys’ fees and costs, pursuant to 31 U.S.C. § 3730(d), and for alleged wrongfultermination, pursuant to 31 U.S.C. § 3730(h). In a separate action, Relator has also assertedclaims against Alpharma and King for wrongful discharge under Maryland law. These claims are notresolved by this Agreement, as set forth in Paragraph 7 below.     H. This Agreement is made in compromise of disputed claims. This Agreement is not anadmission of facts or liability by Alpharma. This Agreement is also not a concession by the UnitedStates that its claims are not well-founded. Alpharma expressly denies allegations of the UnitedStates and the Relator as set forth herein and in the Civil Action and denies that they haveengaged in any wrongful conduct in connection with the Covered Conduct. Neither this
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Agreement, its execution, nor the performance of any obligation under it, including anypayment, nor the fact of the settlement, is intended to be, or shall be understood as, an admissionof liability or wrongdoing, or other expression reflecting upon the merits of the dispute, byAlpharma.     I. To avoid the delay, uncertainty, inconvenience, and expense of protracted litigation ofthese claims, the Parties reach a full and final settlement as set forth in this Agreement.**TERMS AND CONDITIONS**     NOW, THEREFORE, in reliance on the representations contained herein and in consideration ofthe mutual promises, covenants, and obligations in this Agreement, and for good and valuableconsideration, as set forth herein, the Parties agree as follows:     1. Alpharma Inc. and Alpharma Pharmaceuticals LLC agree to pay to the United States and theMedicaid Participating States, collectively, the sum of forty-two million five hundred thousanddollars ($42,500,000.00), plus interest at the rate of 3.125% per annum on that amount from October1, 2009 (collectively, the “Settlement Amount”). The Settlement Amount shall constitute a debt dueand owing to the United States and the Medicaid Participating States on the dates set forth inSubparagraphs (a) and (b) of this Paragraph. This debt shall be discharged by payments to theUnited States and the Medicaid Participating States, under the following terms and conditions:     (a) Alpharma shall pay to the United States the sum of thirty-three million six hundredtwenty-four thousand and thirty-five dollars ($33,624,035.00) plus accrued interest on that amountfrom October 1, 2009 and continuing until and including the day before payment is made under thisAgreement (“Federal Settlement Amount”), within ten days of the Effective
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Date of this Agreement, as defined in Paragraph 29. The Federal Settlement Amount shall bepaid by electronic funds transfer pursuant to written instructions from the Department of Justice.     (b) Alpharma shall pay to the Medicaid Participating States the sum of eight million eighthundred seventy-five thousand nine hundred and sixty five dollars ($8,875,965.00) plus accruedinterest (“Medicaid State Settlement Amount”). The payment of the Medicaid State Settlement Amountshall be made at such time and in such manner as shall be negotiated between Alpharma and theNAMFCU Negotiating Team under the terms and conditions of the Medicaid State Settlement Agreementsinto which Alpharma will enter with the Medicaid Participating States.     (c) The United States agrees that, pursuant to 31 U.S.C. § 3730(d)(1), it shall pay to theRelator, through her legal counsel, fifteen point eighty six (15.86) percent of the FederalSettlement Amount or any portion thereof actually recovered under this Agreement. Payment to theRelator is referred to herein as the “Relator’s share.” The United States agrees that after ninety(90) days of receipt of payment of any portion of the Federal Settlement Amount, the United Stateswill pay to the Relator an amount equal to 15.86 percent of the payment; provided however that inthe event a bankruptcy proceeding involving Alpharma is commenced within ninety days of receipt ofpayment, the United States will pay the Relator’s share as soon as feasible after receiving thepayment from King referenced in Paragraph 19 below. Payment of the Relator’s share under thisAgreement shall be made by electronic funds transfer to a trust account in the name of the Relatorin accordance with the written instruction of Relator’s counsel.     2. Subject to the exceptions in Paragraph 10 below, in consideration of the obligations ofAlpharma set forth in this Agreement, conditioned upon the payment in full of the
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Settlement Amount by Alpharma, and subject to Paragraph 18 below (concerning bankruptcyproceedings commenced within 91 days of the Effective Date of this Agreement or any payment madeunder this Agreement), the United States (on behalf of itself, its officers, agents, agencies, anddepartments) agrees to release Alpharma, its predecessors, and their current and former divisions,parents, affiliates, subsidiaries, successors, and assigns (the “Released Alpharma Entities”) andtheir current and former directors, officers, and employees (the “Released Alpharma Individuals”)(collectively, the Released Alpharma Entities and the Released Alpharma Individuals shall bereferred to as the “Released Alpharma Entities and Individuals”), from any civil or administrativemonetary claim that the United States has or may have for the Covered Conduct under the FalseClaims Act, 31 U.S.C. §§ 3729-3733; the Civil Monetary Penalties Law, 42 U.S.C. § 1320a-7a; theProgram Fraud Civil Remedies Act, 31 U.S.C. §§ 3801-3812; any statutory provision for which theCivil Division of the Department of Justice has actual and present authority to assert andcompromise pursuant to 28 C.F.R. Part 0, Subpart I, 0.45 (d) (1995) for the Covered Conduct, andthe common law claims of fraud, unjust enrichment and payment by mistake for the Covered Conduct.[Material redacted pursuant to order of the United States District Court for the District ofMaryland, Civil No. RDB-06-2411 (March 16, 2010).]     3. OIG-HHS expressly reserves all rights to institute, direct, or to maintain anyadministrative action seeking exclusion against Alpharma and/or King, and/or their officers,directors, and employees, from Medicare, Medicaid, and all other Federal health care programs (asdefined in 42 U.S.C. § 1320a-7b(f)) under 42 U.S.C. § 1320a-7(a) (mandatory exclusion), or 42U.S.C. § 1320a-7(b) or 42 U.S.C. § 1320a-7a (permissive exclusion).
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     4. TMA expressly reserves all rights to institute, direct, or to maintain any administrativeaction seeking exclusion against Alpharma and/or King from the Tricare Program under 32 C.F.R.Chapter 199.9, including both mandatory and permissive exclusions.     5. OPM expressly reserves all rights to institute, direct, or to maintain any administrativeaction seeking debarment against Alpharma and/or King from the FEHBP under 5 U.S.C. § 8902(b)(mandatory debarment), or 5 U.S.C. § 8902 (c) and (d) (permissive debarment).     6. Conditioned upon receipt of the Relator’s share set forth in Paragraph 1(c) above, theRelator, for herself individually, and for her heirs, successors, agents, and assigns, fully andfinally releases, waives, and forever discharges the United States, its officers, agents, andemployees, from any claims arising from or relating to 31 U.S.C. § 3730 for any claims againstAlpharma arising from the Covered Conduct and/or for any other claims in the Civil Action; and fromany other claims for a share of the Settlement Amount, and in full settlement of any claims Relatormay have against the United States under this Agreement. Nothing in this Paragraph or any otherprovision of this Agreement resolves, or in any manner affects, any claims the United States has ormay have against the Relator arising under Title 26, U.S. Code (Internal Revenue Code), or anyclaims arising under this Agreement.     7. The Relator also agrees that:          (a) Conditioned upon the full and complete payment of the Settlement Amount by Alpharma to theUnited States and the Medicaid Participating States, the Relator, for herself, and for her heirs,successors, agents, and assigns, fully and finally releases, waives, and forever discharges theReleased Alpharma Entities and Individuals from any and all claims, liabilities, demands, damages,actions or causes of action arising from the allegations in the Civil
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Action for the period fromJanuary 1, 2000 through December 29, 2008, whether known orunknown, fixed or contingent, in law or in equity, that she has or may have, on behalf ofherself or any other person, entity, or thing, including the United States, or any state or localgovernment or sovereign, except as provided in paragraph 7 (c) below (“Relator’s Claims”);          (b) The Relator has not assigned or transferred any of the Relator’s Claims to any person,entity, or thing, and covenants and agrees not to assert or pursue any of the Relator’s Claims inany way, including by offset or recoupment; and          (c) Notwithstanding the above provisions of this Paragraph, the Relator does not release theReleased Alpharma Entities and Individuals from (i) Relator’s claims for reasonable attorneys’ feesand cost in connection with the Civil Action, pursuant to 31 U.S.C. § 3730(d), and (ii) Relator’sclaims that are based on allegations that Alpharma wrongfully retaliated against the Relator inviolation of the anti-retaliation provisions of the FCA, 31 U.S.C. § 3730(h), and (iii) Relator’sclaims that are based on allegations that Alpharma wrongfully terminated relator’s employment whichare pending in the Circuit Court of Maryland for Baltimore City Circuit Court Case Number24-C-09-004512 OT. As stated in Paragraph 20 of this Agreement, the claims described in thissub-paragraph are not being released by any provision in this Agreement. The purpose of thissub-paragraph is to exclude and exempt the claims described in this sub-paragraph from beingreleased in any manner. The Released Alpharma Entities and Individuals specifically agree thatthey will not raise this release, or Relator’s signature on this release as grounds for dismissalor judgment in favor the Released Alpharma Entities and Individuals on the claims described in thissub-paragraph; and          (d) No portion of the Relator’s share paid to Relator by the United States or the MedicaidParticipating States is intended to compensate, or does compensate, Relator for any
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damagescompensable under 31 U.S.C. § 3730(h) or damages Relator seeks to recover throughher claims asserted in the Circuit Court of Maryland for Baltimore City, Case Number24-C-09004512 OT.     8. Alpharma fully and finally releases the United States, and its agencies, employees,servants, and agents from any claims (including attorneys’ fees, costs and expenses of every kindand however denominated) which Alpharma has asserted, could have asserted, or may assert in thefuture against the United States, its agencies, employees, servants, and agents, related to theCovered Conduct or arising from the United States’ investigation and prosecution of the CivilAction.     9. In consideration of the obligations of the Relator set forth in this Agreement, Alpharma,on behalf of itself and the other Alpharma Released Entities and Individuals, fully and finallyreleases, waives, and forever discharges the Relator and her heirs, successors, assigns, agents,and attorneys from any claims or allegations that Alpharma has asserted or could have asserted,arising from the allegations in the Civil Action for the period from January 1, 2000 throughDecember 29, 2008. Notwithstanding the foregoing, this Paragraph does not release or foreclose theassertion of any defenses or counterclaims available to the Alpharma Released Entities andIndividuals with respect to the claims reserved by Relator pursuant to Paragraph 7(c) above.     10. Notwithstanding any term of this Agreement, specifically reserved and excluded from thescope and terms of this Agreement as to any entity or person (including Alpharma and the Relator)are the following claims of the United States:          (a) Any civil, criminal, or administrative liability arising under Title 26, U.S. Code(commonly referred to as the Internal Revenue Code);
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          (b) Any criminal liability;          (c) Except as explicitly stated in this Agreement, any administrative liability, includingpermissive or mandatory exclusion from the Federal health care programs;          (d) Any liability to the United States (or its agencies) for any conduct other than theCovered Conduct;          (e) Any liability based upon such obligations as are created by this Agreement;          (f) Any liability for express or implied warranty claims or other claims for defective ordeficient products or services, including quality of goods and services;          (g) Any liability for personal injury or property damage, or for other similar consequentialdamages, arising from the Covered Conduct;          (h) Any liability for failure to deliver goods or services due; or          (i) Any civil or administrative liability of individuals (including current or formerdirectors, officers, employees, or agents of Alpharma) who receive written notification that theyare the target of a criminal investigation (as defined in the United States Attorneys’ Manual), areindicted, charged, or convicted, or who enter into a criminal plea agreement arising from theCovered Conduct.     11. The Relator and her heirs, successors, attorneys, agents, and assigns agree not to objectto this Agreement and agree and confirm that this Agreement is fair, adequate, and reasonable underall the circumstances, pursuant to 31 U.S.C. § 3730(c)(2)(B), and expressly waive the opportunityfor a hearing on any objection to this Agreement pursuant to 31 U.S.C. § 3730(c)(2)(B).
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     12. Alpharma waives and shall not assert any defenses it may have to any criminal prosecutionor administrative action relating to the Covered Conduct that may be based in wholeor in part on a contention that, under the Double Jeopardy Clause in the Fifth Amendment ofthe 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. Nothingin this Paragraph or any other provision of this Agreement constitutes an agreement by the UnitedStates concerning the characterization of the Settlement Amount for purposes of the InternalRevenue Laws, Title 26 of the United States Code.     13. The Settlement Amount shall not be decreased as a result of the denial of claims forpayment now being withheld from payment by any Medicare carrier or intermediary, or any statepayer, related to the Covered Conduct; and Alpharma agrees not to resubmit to any Medicare carrieror intermediary, or any state payer, any previously denied claims related to the Covered Conduct,and agrees not to appeal any such denials of claims.     14. Alpharma agrees to the following:          (a) Unallowable Costs Defined: That all costs (as defmed in the Federal AcquisitionRegulation, 48 C.F.R. § 31.205-47 and in Titles XVIII and XIX of the Social Security Act, 42 U.S.C.§§ 1395-1395hhh and 1396-1396v, and the regulations and official program directives promulgatedthereunder) incurred by or on behalf of the Released Alpharma Entities and Individuals inconnection with any of the following shall be “Unallowable Costs” on government contracts and underthe Medicare Program, Medicaid Program, TRICARE Program, and FEHBP:               (1) the matters covered by this Agreement;
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               (2) the United States’ audit, and any United States’ investigation of the matters covered bythis Agreement;               (3) the Released Alpharma Entities investigation, defense, and any corrective actionsundertaken in response to the United States’ audit, and civil and criminal investigation, inconnection with the matters covered by this Agreement (including attorneys’ fees);               (4) the negotiation and performance of this Agreement, and the Medicaid State SettlementAgreements;               (5) the payments that Alpharma makes to the United States or any State pursuant to thisAgreement, or the Medicaid State Settlement Agreements and any payment that Alpharma may make tothe Relator, including any costs and attorneys’ fees.          (b) Future Treatment of Unallowable Costs: These Unallowable Costs shall beseparately determined and accounted for by Alpharma, and Alpharma shall not charge such UnallowableCosts directly or indirectly to any contracts with the United States or any State Medicaid program,or seek payment for such Unallowable Costs through any cost report, cost statement, informationstatement or payment request submitted by any of the Released Alpharma Entities to the Medicare,Medicaid, TRICARE, or FEHBP Programs.          (c) Treatment of Unallowable Costs Previously Submitted for Payment: Alpharma furtheragrees that, within 90 days of the Effective Date of this Agreement, it shall identify toapplicable Medicare and TRICARE fiscal intermediaries, carriers, and/or contractors, and Medicaidand FEHBP fiscal agents, any Unallowable Costs (as defined in this Paragraph) included in paymentspreviously sought from the United States, or any State Medicaid program, including, but not limitedto, payments sought in any cost reports, cost statements, information
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reports, or payment requestsalready submitted by any of the Released Alpharma Entities, and shall request, and agree, that suchcost reports, cost statements, information reports, or paymentrequests, even if already settled, be adjusted to account for the effect of the inclusion ofthe Unallowable Costs. Alpharma agrees that the United States, at a minimum, shall be entitled torecoup from Alpharma any overpayment, plus applicable interest and penalties, as a result of theinclusion of such Unallowable Costs on previously submitted cost reports, information reports, coststatements, or requests for payment.     Any payments due after the adjustments have been made shall be paid to the United Statespursuant to the direction of the Department of Justice and/or the affected agencies. The UnitedStates reserves its rights to disagree with any calculations submitted by the Released AlpharmaEntities on the effect of inclusion of Unallowable Costs (as defined in this Paragraph) on the costreports, cost statement, or information reports of the Released Alpharma Entities.          (d) Nothing in this Agreement shall constitute a waiver of the rights of the United States toaudit, examine, or re-examine the books and records of the Released Alpharma Entities to determinethat no Unallowable Costs have been claimed in accordance with the provisions of this Paragraph.     15. This Agreement is intended to be for the benefit of the Parties only. The Parties do notrelease any claims against any other individual, employee, or entity, except to the extent providedfor specifically herein.     16. Alpharma agrees that it waives and shall not seek payment for any of the health carebillings covered by this Agreement from any health care beneficiaries or their parents, sponsors,legally responsible individuals, or third party payors based upon the claims defined as CoveredConduct.
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     17. Alpharma expressly warrants that it has reviewed its financial situation and that it iscurrently solvent within the meaning of 11 U.S.C. §§ 547(b)(3) and 548 (a)(1)(B)(ii)(I), andwill remain solvent following payment of the Settlement Amount. Further, the Parties warrantthat, in evaluating whether to execute this Agreement, they (a) have intended that the mutualpromises, covenants, and obligations set forth herein constitute a contemporaneous exchange for newvalue given to Alpharma, within the meaning of 11 U.S.C. § 547(c)(1); and (b) conclude that thesemutual promises, covenants, and obligations do, in fact, constitute such a contemporaneousexchange. Further, the Parties warrant that the mutual promises, covenants, and obligations setforth herein are intended to, and do, in fact, represent a reasonably equivalent exchange of valuewhich is not intended to hinder, delay, or defraud any entity to which Alpharma was or becameindebted to on or after the date of this transfer, within the meaning of 11 U.S.C. § 548(a)(1).     18. In the event that Alpharma Inc. or Alpharma Pharmaceuticals LLC. commences, or a thirdparty commences, within 91 days of the Effective Date of this Agreement, or of any payment madehereunder, any case, proceeding, or other action under any law relating to bankruptcy, insolvency,reorganization, or relief of debtors, (a) seeking to have any order for relief of Alpharma Inc.’sor Alpharma Pharmaceutical LLC’s debts, or seeking to adjudicate either of these entities asbankrupt or insolvent; or (b) seeking appointment of a receiver, trustee, custodian, or othersimilar official for either of these entities for all or any substantial part of either of theseentities’ assets, Alpharma agrees as follows:          (a) Alpharma’s obligations under this Agreement may not be avoided pursuant to 11 U.S.C. §§547 or 548, and Alpharma shall not argue or otherwise take the position in any such case,proceeding, or action that: (i) Alpharma’s obligations under this Agreement 
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may be avoided under11 U.S.C. §§ 547 or 548; (ii) Alpharma was insolvent at the time this Agreement was entered into,or became insolvent as a result of any payment made to the UnitedStates hereunder; or (iii) the mutual promises, covenants, and obligations set forth in thisAgreement do not constitute a contemporaneous exchange for new value given to Alpharma.          (b) If Alpharma’s obligations under this Agreement are avoided for any reason, including, butnot limited to, through the exercise of a trustee’s avoidance powers under the Bankruptcy Code, andif the obligations of Alpharma are not discharged by King pursuant to Paragraph 19 within 30 daysafter demand by the United States upon King, the United States, at its sole option, may rescind thereleases in this Agreement, and bring any civil and/or administrative claim, action, or proceedingagainst Alpharma for the claims that would otherwise be covered by the releases provided inParagraph 2 above. Alpharma agrees that (i) any such claim, action, or proceeding brought by theUnited States (including any proceeding to exclude any of the Released AlpharmaEntities/Individuals from participation in Medicare, Medicaid, or other Federal health careprograms) are not subject to an “automatic stay” pursuant to 11 U.S.C. § 362(a) as a result of theaction, case, or proceeding described in the first clause of this Paragraph, and that Alpharmashall not argue or otherwise contend that the United States’ claim, action, or proceeding issubject to an automatic stay; (ii) Alpharma shall not plead, argue, or otherwise raise any defensesunder the theories of statute of limitations, laches, estoppel, or similar theories, to any suchcivil or administrative claim, action, or proceeding that is brought by the United States withinone-hundred-twenty (120) calendar days of written notification to Alpharma that the releases havebeen rescinded pursuant to this Paragraph, except to the extent such defenses were available onSeptember 13, 2006, the date the Civil Action case was originally filed; and (iii) the UnitedStates has a valid claim against Alpharma for the Covered
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Conduct in the amount of treble damagesplus penalties, as provided for under the False ClaimsAct, 31 U.S.C. §§ 3729-3733, and the United States may pursue its claims in any case, action,or proceeding referenced in the first clause of this subparagraph.          (c) Alpharma acknowledges that its agreements in this Paragraph are provided in exchange forvaluable consideration provided in this Agreement.     19. In order to induce the United States to enter into this Settlement Agreement withAlpharma, and in consideration for the benefits that King, in its capacity as sole stockholder ofAlpharma, will realize from this Settlement Agreement, King hereby absolutely, unconditionally andirrevocably guarantees to the United States the payment in full of the Federal Settlement Amountwhen due. King hereby waives any defense to its obligations under this Paragraph 19, other thanthe complete and indefeasible payment by Alpharma or King of the Federal Settlement Amount, or arescission by the United States pursuant to Paragraph 18. In the event that, within the 90-dayperiod following payment of the Settlement Amount during which a payment by Alpharma canpotentially be set aside under the United States bankruptcy laws as a preference, Alpharma becomessubject to a bankruptcy proceeding, and counsel for the United States informs counsel for King, inwriting, that the United States has determined that some or all of the funds that it received fromAlpharma may be set aside as a preference, then the United States may declare Alpharma in breach ofits obligations hereunder and return the funds received from Alpharma as the Federal SettlementAmount (without discharging Alpharma for its liability for such payment), and within ten businessdays after the date that such funds are returned, King, in its capacity as guarantor of Alpharma’sobligation shall pay to the United States the sum of thirty-three million six hundred twenty-fourthousand and thirty-five dollars ($33,624,035.00)
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plus interest at the rate of 3.125 percent perannum on that amount from October 1, 2009 to the date that King makes its payment as guarantor.     20. Within 30 days of the Effective Date of this Agreement, the United States shall: intervenein the Civil Action as to the Covered Conduct, consent to the voluntary dismissal as to defendantsAlpharma Inc., Alpharma Branded Products Division, Inc., Faulding Laboratories, and PurepacPharmaceutical Company as to all allegations against these defendants that are set forth in theCivil Action, except those claims referenced in subparagraph (c) of this Paragraph, and file astipulation of dismissal in the Civil Action as follows:          (a) the stipulation of dismissal shall be with prejudice as to both the United States’ andRelator’s claims against Alpharma as to the Covered Conduct, pursuant to and consistent with theterms and conditions of this Agreement, and conditioned upon Alpharma’s payment in full of theSettlement Amount;          (b) the stipulation of dismissal shall be without prejudice as to the United States and withprejudice as to the Relator as to all other claims in the Civil Action against Alpharma Inc.,Alpharma Branded Products Division, Inc., Faulding Laboratories, and Purepac PharmaceuticalCompany;          (c) provided, however, that the following claims in the Civil Action against Alpharma shallnot be dismissed unless they are settled, adjudicated, or otherwise resolved: (1) the Relator’sclaims for reasonable attorneys’ fees, expenses, and costs pursuant to 31 U.S.C. § 3730(d); and (2)the Relator’s claims under 31 U.S.C. § 3730(h).     21. Except as expressly provided for to the contrary in this Agreement, each Party shall bearits own legal and other costs incurred in connection with this matter, including the
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preparationand performance of this Agreement, except that the Relator reserves her rights against Alpharma toseek attorney’s fees, costs and expenses under § 3730(d).     22. The Parties each represent that this Agreement is freely and voluntarily entered intowithout any degree of duress or compulsion whatsoever.     23. This Agreement is governed by the laws of the United States. The Parties agree that theexclusive jurisdiction and venue for any dispute arising between or among the Parties under thisAgreement, including any dispute regarding payment of the Relator’s attorney’s fees, expenses andcosts, or the Relator’s claims under § 3730(h), will be in the United States District Court for theDistrict of Maryland.     24. For purposes of construction, this Agreement shall be deemed to have been drafted by allParties to this Agreement and shall not, therefore, be construed against any party for that reasonin any dispute.     25. The individuals signing this Agreement on behalf of Alpharma and King warrant that theyare authorized by Alpharma and King to execute this Agreement. The United States’ signatoriesrepresent that they are signing this Agreement in their official capacities and that they areauthorized to execute this Agreement. The individuals signing this Agreement on behalf of theRelator represent and warrant that they are authorized by the Relator to execute this Agreement.     26. This Agreement may be executed in counterparts, each of which constitutes an original andall of which constitute one and the same Agreement.     27. This Agreement is binding on the successors, transferees, heirs, and assigns of Alpharma,King and Relator.
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     28. All Parties consent to the disclosure of this Agreement, and information about thisAgreement, to the public after it has been finally executed.     29. This Agreement is effective on the date of signature of the last signatory to theAgreement (“Effective Date”). Facsimiles of signatures shall constitute acceptable, bindingsignatures for purposes of this Agreement.     30. This Agreement may not be amended except by the written consent of the affected Parties.This Agreement constitutes the complete agreement between the Parties with respect to the issuescovered by the Agreement.          IN WITNESS WHEREOF, the parties hereto affix their signatures:
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FOR THE UNITED STATES OF AMERICA         DATED:   BY:                   JAMIE BENNETT        THOMAS CORCORAN        Assistant United States Attorneys        District of Maryland           DATED:   BY:                   DANIEL SPIRO        Senior Trial Counsel        Commercial Litigation Branch, CivilDivision United States Department ofJustice           DATED:   BY:                   LAUREL C. GILLESPIE        Deputy General Counsel        Tricare Management Activity        United States Department of Defense           DATED:   BY:                   GREGORY E. DEMSKE        Assistant Inspector General for Legal        Affairs Office of Inspector GeneralUnited States Department of Health andHuman Resources           DATED:   BY:                   SHIRLEY R. PATTERSON        Assistant Director for Insurance Services