Allergan

Minute SheetCase 1:10-cr-00375-ODE Document 19 Filed 10/05/10 Page 1 of 1https:/ /ecf.gand.circ ll.dcnicgi-biniatl_ mkminCR2.plUNITED STATES DISTRICT COURTNORTHERN DISTRICT OF GEORGIAATLANTA DIVISIONI :I 0-cr-00375-0DEUSA v. Allergan, Inc.Honorable Orinda D. EvansMinute Sheet for proceedings held In Open Court on 10/05/2010.TIME COURT COMMENCED: 3:05 P.M.TIME COURT CONCLUDED: 3:45 P.M.TIME IN COURT: 00:40COURT REPORTER: Andy AshleyUSPO: Candice LoganDEPUTY CLERK: Vicki HannaDEFENDANT(S):ATTORNEY(SJPRESENT:PROCEEDINGCATEGORY:PLEADINGS FILEDIN COURT:MINUTE TEXT:[1] Allergan, Inc. Present at proceedingsMatthew Baughman representing Allergan, Inc.John Bentivoglio representing Allergan, Inc.Victoria Calvert representing Allergan, Inc.Randy Chartash representing USAStephen Cowen representing Allergan, Inc.Douglas Gilfillan representing USADahil Goss representing USAPhyllis Sumner representing Allergan, Inc.** Samuel Gesten as corporate representative of Allergan, Inc.Arraignment; Sentencing Hearing(Sentencing Hearing Non-evidentiary):Guilty plea and Plea Agreement, filed. Corporate Integrity Agreementbetween the Office of lnspector General of the Department of Healthand Human Services and Allergan, Inc., filed.Defendant/corporation informed of rights and pleads guilty. See JCC forsentence.I of IIOIOSC0\0 3:51PM

Case 1:10-cr-00375-ODE Document 19-1 Filed 10/05/10 Page 1 of 16ORIGINALGUILTY PLEA and PLEA AGREEMENT .. , ['r· n . • _UnLiedStatcsAuorncyffLtD 1N 0,·[;11 1,(,, 1.'•Northm Dtlnl ofGeoq,paU.S. !),C. , /• . ; 1 .-t . .·· 1UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF GEORGIAATLANTA DIVISIONOCT - , " ,- ·.··CRIMINAL NO. I :10-CR-375-0DEThe United States Attorney's Office for the Northern District of Georgia as counsel for theUnited States, and Defendant ALLERGAN, INC. ("Defendant" or "ALL ERG AN"), hereby enterinto this Plea Agreement pursuant to Rule l l(c)(I)(C) of the Federal Rules of Criminal Procedure.Defendant, having received a copy of the above-numbered Criminal information and having beenarraigned, hereby pleads GUlL TY to Count One of the Criminal Information thereofI. ADMISSION OF GUlL T\. The Defendant admits that it is pleading guilty because it is in fact guilty of the crimecharged in Count One of the Criminal Information.II. ACKNOWLEDGMENT & WAIVER OF RIGHTS2. The Defendant understands its rights and understands that by pleading guilty pursuantto this Plea Agreement, it is giving up a number of rights including the right:(a)(b)to plead not guilty to the criminal charge brought against it:to have a trial by jury, at which it would be presumed not guilty of thecharge and the United States would have to prove every essential element of the chargedoffense beyond a reasonable doubt for it to be found guilty;(c)to confront and cross-examine witnesses against it and to subpoena witnessesin its defense at trial;

Case 1:10-cr-00375-ODE Document 19-1 Filed 10/05/10 Page 2 of 16(d)to pursue any affirmative defenses, Fourth Amendment or Fifth Amendmentclaims, and other pretrial motions that have been filed or could have been filed;.(e)(f)to appeal its conviction if it is found guilty; andto appeal the imposition of sentence against it.Subject to this Court's approval of this Plea Agreement, the Defendant knowingly andvoluntarily waives the rights set out in Paragraph 2(a)-(f) above.The Defendant understands that by pleading guilty pursuant to this Plea Agreement, it isgiving up all of these rights and there will not be a trial of any kind.The Defendant also understands that it ordinarily would have the right to appeal its sentenceand, under some circumstances, to attack the conviction and sentence in post-conviction proceedings.By entering this Plea Agreement, the Defendant may be waiving some or all of those rights to appealand to collaterally attack its conviction and sentence, as specified below.Finally. the Defendant understands that to plead guilty, it will, through a duly authorizedcorporate representative, have to answer, under oath, questions posed by the Court concerning therights that the Defendant is giving up and the facts of this case, and the Defendant's answers, ifuntruthful, may later be used against it.III. ACKNOWLEDGMENT OF PENAL TIES3. The Defendant understands that, based on its plea of guilty to Count One of theCriminal Information, the statutory maximum penalty which may be imposed against it uponconviction is the following:(a)Maximum Fine: $200,000; or twice the gross pecuniary gain derived fromthe crime, or twice the gross pecuniary loss caused to the victims of the crime (18 U.S.C.2

Case 1:10-cr-00375-ODE Document 19-1 Filed 10/05/10 Page 3 of 16§ 357l(c) and (d)), whichever is larger;(b) Term of Probation: Pursuant to 18 U.S.C. § 356l (c)(2), the Court mayimpose a term of probation of not more than five years;(c)(d)Mandatory special assessment: $125.00 due and payable immediately; andForfeiture of all misbranded drugs involved in the offense or substitute assets.The Defendant understands that, before imposing sentence in this case, the Court will be requiredto consider, among other factors, the provisions of the United States Sentencing Guidelines to theextent applicable to this offense and that the Court has the discretion to depart or vary from thoseGuidelines.IV. PLEA AGREEMENT4. The Defendant, its counsel, and the United States Attorney for the Northern Districtof Georgia ("'Government"), as counsel for the United States, subject to approval by the Court, haveagreed upon a negotiated plea in this case, the terms of which are as follows:A. NO ADDITIONAL CHARGES5. The Government, and the United States Attorney's Offices for each of the other 93judicial districts of the United States, and the United States Department of Justice, agree that otherthan the charge in the Criminal lnformation in this case, they will not bring other criminal chargesagainst the Defendant, ALLERGAN, or its present or former parents, affiliates, divisions, orsubsidiaries; or their predecessors, successors, or assigns for (a) any conduct within the scope of thecriminal investigation in the Northern District of Georgia related to the sales, marketing andpromotion of BOTOX (therapeutic) and (b) any conduct related to the sales, marketing, andpromotion ofBOTOX (therapeutic) which is presently known to the United States Altorney's Office3

Case 1:10-cr-00375-ODE Document 19-1 Filed 10/05/10 Page 4 of 16for the Northern District of Georgia as of the date of the execution of this Plea Agreement. TheDefendant understands that this provision does not bar prosecution by any state or local jurisdictionand the non-prosecution terms of this paragraph do not apply to civil matters of any kind, to anyviolation of the federal tax or securities laws, or to any crime of violence. Further, the Defendantunderstands that the United States takes no position as to the proper tax treatment of any of thepayments made by the Defendant pursuant to this Plea Agreement, the Civil Settlement Agreement,or the Corporate Integrity Agreement referenced in this Plea Agreement.6. The Defendant agrees to waive as set forth in this Paragraph the statute of limitations,and any other time-related defense, to the charge to which it is agreeing to plead guilty under thisPlea Agreement. The Defendant understands and agrees that, should it seek to withdraw its plea, itmay then be prosecuted for any criminal violation of which the United States has knowledge arisingout of this investigation, subject to any applicable statute of limitation or other time-relatedprotection not waived in this paragraph. The Defendant agrees that if it does not enter its plea, orwithdraws its plea, after signing this agreement, the time period between April 08, 20 I 0 and itswithdrawal shall be excluded from calculation of the limitations or time period.7. The Defendant or anyone acting on its behalf also waives all rights, whether asserteddirectly or by a representative. to request or receive from any department or agency of the UnitedStates any records pertaining to the investigation or prosecution of this case, including withoutlimitation any records that may be sought under the Freedom oflnformation Act, 5 U.S.C. § 552,or the Privacy Act, 5 U.S.C. § 552a.4

Case 1:10-cr-00375-ODE Document 19-1 Filed 10/05/10 Page 5 of 16B. SENTENCING GUIDELINES8. Based upon the evidence currently known to the Government, the Government andthe Defendant agree that the 2009 version of the United States Sentencing Commission GuidelinesManual is the appropriate Guidelines Manual to utilize.C. RECOMMENDED SENTENCE9. Pursuant to Fed. R. Crim. P. II (c)(l)(C), the Government and ALLERGAN agreethat the appropriate disposition of this case is as follows:(a)that the Court impose a sentence requiring the Defendant ALLERGAN topay $375 million dollars ($375,000,000), in U.S. dollars, $350 million dollars ($350,000,000) ofwhich will be applied to a criminal fine, and $25,000,000 of which will be applied as substituteassets to satisfy the forfeiture obligation. ALLERGAN will pay these amounts within I 0 businessdays of the date of sentencing. The Government and the Defendant agree that this fine andforfeiture amount represent a fair and just resolution of all issues associated with loss/gain andforfeiture calculations.(b)ALLERGAN agrees that as a result of its acts or omissions, the forfeitableproperty, that is the drugs which were misbranded, are no longer available for forfeiture as theycannot be located or have been transferred, sold or deposited with a third party, or otherwisedisposed of, within the meaning of federal law. As a result, ALLERGAN agrees to the entry andsatisfaction of a judgment and preliminary order of forfeiture on the date of the guilty plea, forfeitingto the United States the sum of $25,000,000 as substitute assets for the pertinent drugs.ALLERGAN agrees that, within I 0 business days of the date of sentencing, ALLERGAN willmake payment to the United States, by means of a wire transfer to the United States Marshal Service5

Case 1:10-cr-00375-ODE Document 19-1 Filed 10/05/10 Page 6 of 16or check payable to same. in the amount of$25,000,000, this amount representing substitute assetsof the offense for which it is pleading guilty, in full satisfaction of the judgment and preliminaryorder of forfeiture.Forfeiture of substitute assets shall not be deemed an alteration of ALLERGAN's sentence.The forfeiture set forth herein shall not satisfy or offset any fine, or other penalty imposed uponALLERGAN, nor shall the forfeiture be used to offset ALLERGAN's tax liability or any other debtowed to the United States. ALLERGAN agrees to consent to the entry of an order of forfeiture forthe $25,000,000.00 in United States currency, and waives the requirements of Federal Rules ofCriminal Procedure 32.2 and 43(a) regarding notice of the forfeiture in the charging instrument, entryof a preliminary order of forfeiture, announcement of the forfeiture at sentencing, and incorporationof the forfeiture in the judgment. ALLERGAN acknowledges that it understands that the forfeitureof assets is part of the sentence that may be imposed in this case and waives any failure by the Courtto advise it of this, pursuant to Rule II (b)(l)(J), at the time the guilty plea is accepted.In addition to all other waivers or releases set forth in this Agreement, ALLERGAN herebywaives any and all claims arising from or relating to the forfeitures set forth in this section,including, without limitation, any claims arising under the Double Jeopardy Clause of the FifthAmendment, or the Excessive Fines Clause of the Eighth Amendment, to the United StatesConstitution, or any other provision of state or federal law.(c)ALLERGAN shall pay a mandatory special assessment of $125 pursuant to18 U.S.C. § 3013.(d)In light of the Civil Settlement Agreement between ALLERGAN and othersand the United States. attached hereto as Exhibit A, which requires the payment of$225 million plus6

Case 1:10-cr-00375-ODE Document 19-1 Filed 10/05/10 Page 7 of 16interest, the parties agree that the complication and prolongation of the sentencing process that wouldresult from an attempt to fashion a restitution order outweighs the need to provide restitution to thenon-federal victims of this case, if any. Therefore, the Government agrees that it will not seek aseparate restitution order as part of the negotiated guilty plea and the parties agree that theappropriate disposition of this case does not include a restitution order.(e)The Government recommends that in light of the Corporate IntegrityAgreement executed contemporaneously with this guilty Plea Agreement ALLERGAN should notbe placed on probation.10. The Government and the Defendant understand that the Court retains completediscretion to accept or reject the recommended sentence provided for in Paragraph 9 of this PleaAgreement.(a)If the Court does not accept the recommended sentence in Paragraph 9, theUnited States and the Defendant agree that this Plea Agreement, except for Paragraph I O(b)below, shall be rendered void.(b)If the Court does not accept the recommended sentence, the Defendant willbe free to withdraw its guilty plea (Fed. R. Crim. P. ll(c)(S) and (d)). If the Defendantwithdraws its plea of guilty, this Plea Agreement, the guilty plea, and any statement madein the course of any proceedings under Fed. R. Crim. P. ll regarding the guilty plea or thisPlea Agreement or made in the course of plea discussions with an attorney for theGovernment shall not be admissible against the Defendant in any criminal or civilproceeding, except as otherwise provided in Fed. R. Evid. 410.7

Case 1:10-cr-00375-ODE Document 19-1 Filed 10/05/10 Page 8 of 16D. RIGHT TO ANSWER QUESTIONS AND CORRECT MISSTATEMENTSII.The Government reserves the right to inform the Court and the Probation Office ofall facts and circumstances regarding the Defendant and this case, and to respond to any questionsfrom the Court and the Probation Office, and to any misstatements of fact or law.E. SPECIAL ASSESSMENT12. The Defendant agrees that it will pay the mandatory special assessment in the amountof$125 by money order or certified check made payable to the Clerk of Court, U.S. District Court,2211 U.S. Courthouse, 75 Spring Street, S.W., Atlanta, Georgia 30303, on or before the date ofsentencing.V. LIMITED WAIVER OF APPEAL13. LIMITED WAIVER OF APPEAL: To the maximum extent permitted by federallaw, ALLERGAN voluntarily and expressly waives the right to appeal its conviction and sentenceand the right to collaterally attack its conviction and sentence in any post-conviction proceeding(including, but not limited to, motions filed pursuant to 28 U.S.C. § 2255) on any ground. TheDefendant understands that this Plea Agreement does not limit the Government's right to appeal, butif the Government initiates a direct appeal of the sentence imposed, the Defendant may file a crossappealof that same sentence.VI. VOLUNTARY PLEA14. The Defendant's decision to enter into this Plea Agreement and to tender a plea ofguilty is freely and voluntarily made and is not the result of force, threats, assurances, promises, orrepresentations other than the representations contained in this Plea Agreement. The United Stateshas made no promises or representations to the Defendant as to whether the Court will accept or8

Case 1:10-cr-00375-ODE Document 19-1 Filed 10/05/10 Page 9 of 16reject the recommendations contained within this Plea Agreement.VII. PROBATION DEPARTMENT NOT BOUND BY AGREEMENT15. The sentencing disposition agreed upon by the parties and their respectivecalculations under the Sentencing Guidelines are not binding upon the United States ProbationOffice. ALLERGAN and the United States Attorney's Office agree to seek a sentencing by theDistrict Court immediately following the Rule II plea hearing and do not object to the Courtproceeding to sentence ALLERGAN in the absence of a Presentence Report in this case.ALLERGAN understands that the decision whether to proceed immediately following the pleahearing with the sentencing proceeding, and to do so without a Presentence Report, is exclusivelythat of the United States District Court. This paragraph does not atl'ect ALLERGAN's rights underParagraph I 0 of this Plea Agreement.VIII. VIOLATION OF PLEA AGREEMENT16. At the time of the acceptance of the guilty plea by the Court, the Government willclose its investigation ofALLERGAN. If the Government determines that ALLERGAN has failedto comply with any material provision of this Plea Agreement or prior to the entry of this plea ofguilty has committed any crime following its execution of this Plea Agreement, the Governmentmay, at its sole option, be released from its commitments under this Plea Agreement in its entiretyby notifying ALLERGAN, through counsel or otherwise, in writing. The Government may alsopursue all remedies available to it under the law, even if it elects not to be released from itscommitments under this Plea Agreement. ALLERGAN recognizes that any such material breachby it of an obligation under this Plea Agreement shall not entitle it to withdraw from its guilty plea.ALLERGAN understands that, should it breach any material provision of this agreement, the9

Case 1:10-cr-00375-ODE Document 19-1 Filed 10/05/10 Page 10 of 16Government will have the right to use against ALLERGAN before any grand jury, at any trial orhearing, or for sentencing purposes, any statements which may be made by it, and any information,materials, documents or objects which may be provided by it to the Government subsequent to thisPlea Agreement, without any limitation.17. ALLERGAN understands and agrees that this Rule II ( c )(I)(C) plea agreement andits agreed-upon criminal disposition:(A)are wholly dependent upon ALLERGAN's entering into and completing itsobligations under the attached Civil Settlement Agreement, including therequirement in that agreement that ALLERGAN pay to the United Statesand the Medicaid Participating States the amount of two hundred twenty-fivemillion dollars ($225,000,000) in accordance with the terms of the CivilSettlement Agreement; and(B)are wholly dependent upon ALLERGAN's entering into a dismissal withprejudice, the Iawsuit AI/ergan, Inc. v. United States of America, et a/.. CivilAction No. 09-1879 (JOB), filed in the United States District Court for theDistrict of Columbia.The failure by ALLERGAN to comply with the material terms of either this Plea Agreement, theattached Civil Settlement Agreement, or the filing of the above-described dismissal with prejudicewill constitute a breach of this Agreement, provided however, that a breach of the Corporate IntegrityAgreement (the "CIA"), referred to in the Civil Settlement Agreement, does not constitute a breachof this Plea Agreement, and any disputes arising under the CIA shall be resolved exclusively throughthe dispute resolution provisions of the CIA.10

Case 1:10-cr-00375-ODE Document 19-1 Filed 10/05/10 Page 11 of 1618. In the event ALLERGAN at any time hereafter breaches any material provision ofthis Plea Agreement, ALLERGAN understands that (I) the Government will as of the date of thatbreach be relieved of any obligations it may have in this Plea Agreement and the Civil SettlementAgreement; and (2) ALLERGAN will not be relieved of its obligation to make the payments setforth in this Plea Agreement and ALLERGAN will not be relieved of its obligation to make thepayments set forth in the attached Civil Settlement Agreement, nor will it be entitled to return of anymonies already paid. In the event that the Government hereafter breaches any material provision ofthis Plea Agreement, the Government understands that ALLERGAN will as of the date of thatbreach be relieved of any obligations provided in this Plea Agreement.XI. CORPORATE AUTHORIZATION19. ALLERGAN shall provide to the U.S. Attorney and the Court a certified copy of aresolution of the Board of Directors of ALLERGAN, affirming that the Board of Directors ofALLERGAN has authority to enter into the Plea Agreement and has (I) reviewed the CriminalInformation in this case and the proposed Plea Agreement or has been fully advised of the contentsthereof; (2) consulted with legal counsel in connection with the matter; (3) voted to enter into theproposed Plea Agreement; ( 4) voted to authorize ALLERGAN to plead guilty to the chargespecified in the Plea Agreement; and (5) voted to authorize the corporate officer identified below toexecute the Plea Agreement and all other documents necessary to carry out the provisions of the PleaAgreement.20. ALLERGAN agrees that a duly authorized corporate officer will appear on behalfof ALLERGAN and will enter the guilty plea and will also appear for the imposition of sentence.11

Case 1:10-cr-00375-ODE Document 19-1 Filed 10/05/10 Page 12 of 1621. ThisX. ENTRY OF AGREEMENTPlea Agreement constitutes the entire agreement between the United StatesAttorney's Office for the Northern District of Georgia and the Defendant concerning the dispositionof the criminal charge in this case. There are no other agreements, promises, representations, orunderstandings between the Defendant and the Government. This Plea Agreement cannot bemodified22.except in writing, signed by the United States and the Defendant.The undersigned is authorized to enter this Plea Agreement on behalf of theDefendant as evidenced by the Resolution of the Board of Directors of the Defendant, attachedhereto as23.Exhibit B, and incorporated by reference in, this Plea Agreement.A facsimile signature shall be deemed an original signature for the purpose ofexecuting this Plea Agreement. Multiple signature pages are authorized for the purpose of executingthis Plea Agreement.'"ft ;;·21::2010STEPHEN S. COWENPHYLLIS B. SUMNERMATTHEW H. BAUGHMANVICTORIA M. CALVERTKING & SPALDING LLPCounsel for nt ALLERGAN, INC.SAMUEL J. GESTENEXECUTIVE VICE PRESIDENT andGENERAL COUNSELALLERGAN, INC.Corporate RepresentativeJOHN . BENTIVOGLIOSKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLPCounsel for Defendant ALLERGAN, INC.12

Case 1:10-cr-00375-ODE Document 19-1 Filed 10/05/10 Page 13 of 16ypproving Official)SALLY IAN YATESUNITED STATES ATTORNEYNORTHERN DISTRICT OF GEORGIAOctober 05 20 I 0DATEThe Defendant has been advised of the Criminal Information against it and has discussed itwith its attorneys. The Defendant understands the charges and the elements of the charge that theGovernment would have to prove to convict it at a trial. The Defendant has read the foregoing PleaAgreement and has carefully reviewed every part of it with its attorneys. It understands the termsand conditions contained in the Plea Agreement and voluntarily agrees to them. The Defendant alsohas discussed with its attorneys the rights it may have to appeal or challenge its conviction andsentence, and it understands that the appeal waiver contained in the Plea Agreement will prevent it,with the narrow exceptions stated, from appealing its conviction and sentence or challenging its13

Case 1:10-cr-00375-ODE Document 19-1 Filed 10/05/10 Page 14 of 16conviction and sentence in any post-conviction proceeding. No one has threatened or forced it toplead guilty, and no promises or inducements have been made to it other than those discussed in thePlea Agreement. The discussions between Defendant's attorneys and the Government towardreaching a negotiated plea in this case took place with its permission. Defendant is fully satisfiedSAMUEL J. GESTENEXECUTIVE VICE PRESIDENTand GENERAL COUNSELALLERGAN, INC.October 05 20 I 0DATE(Corporate Representative)We are ALLERGAN, INC.'s la,yers. We have carefully reviewed the charges and the PleaAgreement with our client. To our knowledge, our client is making an informed and voluntaryplead guilty and to enter into the Plea Agreement.DATEJO(Defense Attorney)DATE14

Case 1:10-cr-00375-ODE Document 19-1 Filed 10/05/10 Page 15 of 16INFORMATION BELOW MUST BE TYPED OR PRINTEDStephen S. Cowen(Attorney for Defendant)ALLERGAN, INC.(Defendant)STREETSTREETCITY & STATEZIP CODECITY & COUNTRYMAlL CODEPHONE NUMBER ___________PHONE NUMBER ___________STATE BAR OF GEORGIA NUMBER ---Filed in Open CourtBy____________________15

Case 1:10-cr-00375-ODE Document 19-1 Filed 10/05/10 Page 16 of 16U. S. DEPARTMENT OF JUSTICEStatement of Special Assessment AccountThis statement reflects your special assessment only. There may be other penalties imposed atsentencing.ICRIMINAL ACTION NO.:DEFENDANT'S NAME:ACCOUNT INFORMATIONI: I 0-CR-00375-0DEALLERGAN, INC.IPAY THIS AMOUNT: $125.00INSTRUCTIONS:I. PAYMENT MUST BE MADE BY CERTIFIED CHECK OR MONEY ORDERPAYABLE TO:CLERK OF COURT, U.S. DISTRICT COURT*PERSONAL CHECKS WILL NOT BE ACCEPTED*2. PAYMENT MUST REACH THE CLERK'S OFFICE WITHIN 30 DAYS OF THEENTRY OF YOUR GUILTY PLEA3. PAYMENT SHOULD BE SENT OR HAND DELIVERED TO:Clerk, U.S. District Court2211 U.S. Courthouse75 Spring Street, S.W.Atlanta, Georgia 30303(Do not Send Cash)4. INCLUDE DEFENDANT'S NAME ON CERTIFIED CHECK OR MONEYORDER5. ENCLOSE THIS COUPON TO INSURE PROPER AND PROMPT APPLICATIONOF PAYMENT6. PROVIDE PROOF OF PAYMENT TO THE ABOVE-SIGNED AUSA WITHIN 30DAYS OF THE GUlL TY PLEA16

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 1 of 32SETTLEMENT AGREEMENTThts Settlement Agreement ("Agreement") is entered into among the United States ofAmerica, acting through the United States Department of Justice and the United StatesAttorney's Office for the Northern District of Georgia and on behalf of the Oftlce of InspectorGeneral of the Department of Health and Human Services ("OIG-HHS"), the TR !CAREManagement Activity ("TMA"), the United States Oftlce of Personnel Management ("OPM"),the United States Department of Veterans Affairs ("VA"), and Oftlce of Workers' CompensationPrograms of the Unit eel States Department of Labor ("DOL-OWCP") (collectively "the UnitedStates"); Dr Amy \1. Lang, Charles J. Rushin, Cher Beilfuss, Kathleen O'Connor-Masse, andAlbert Edward 1\a\livis (collectively, "Relators"); Allergan, Inc. and A\Jergan USA, Inc. (referredto mdtvtdually and collectively as "Allergan"), through their authorized representatives.Collectively, all of the above will be referred to as "the Parties. "PREAMBLEAs a rreamble to this Agreement, the Parties agree to the following:A. Allergan, Inc. and Allergan L:SA, Inc are Delaware corporations lleadquartered 111I.rvine, CalifommAt all relevant times herem, /\1\ergan developed, manufactured. distributed,marketed, and sold pharmaceutical products in the United States, including a drug sold under thetrade name of Botox® Therapeutic ("Botox®"), which is billed to federal health care prot,"amsunder HCPCS code 10585.BRelators have tiled the following 'l'!_Jtam actions against Allergan captiOned asfollows (collectively the "C1vil Actions"):(1) United States ex rei. Amy M. Lang and Charles J. Rushin vAI\ergan, Inc., Civ. No. I :07-cv-1288-WSD (N.D. Ga.)(hcrernaftcr "Civil ActiOn I");

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 2 of 32(ii) United StJtes ex rei Cher Beilfuss and Kathleen O'Connor-Masse v.AllergJn, Inc., Civ. No. I :08-cv-1883-WSD (N.D Ga.)(herernJfter ·'Civil Actron 1\"), and(iri)United States ex rei. Albert Edward Hallivis v. Allcrgan, Inc. a/k/a;\1\,rgn_USJ\, Inc., Civ. No. I 09-cv-3434-WSD (N.D. Ga.)(hereinafter "Civr\ Action Ill'').rhe United States intervened in Civil Action I and Civil Action Il on Apri\2, 2010.C. On such·date as may be detemtined by the Court. Allergan, Inc. will enter into aplea of guilty pursuant to Fed. R. Crim. P. II (c)(! )(C) (the "Plea Agreement") to an informationto be filed in 1Jmted States v_Al . Ir;rg'!n Inc, Criminal Action No. Ito be Jssigned] (NorthcmDistrict of Georgia) (the "Criminal Action") that wr\1 allege a vrolatron ofTrtle 2 1, United StatesCode, Sections 331 (a) and 333(a)( I), a misdemeanor, namely, the irnroduction into interstatecommerce of a misbranded drug, Botox®, in violation of the Food, Drug and Cosmetic Act.D. Allergan has filed a declaratory judgment action pendrng in the United StatesDrstrrct Court for the District of Columbia, captioned Al\ergan.lnc. v. United States, et a!, I ·09-cv-0 1879 (D.O.C.) (hereinat\cr, the "D.C. Litig,llion"). The D.C. Litigation is currently stayed atthe joint request of Al\crgan and the United States.E. Allcrgan has entered or will be entering into separate settlement agreernenls,described in Paragraph l.b., below (hereinafter referred to as the "Medicaid State SettlementAgreements") with certain stntes and the District of Columbia in settlement of the CoveredConduct. States with which Allergan executes a Medicaid State Settlement Agreement rn theform to which Allergan and the 1\ational Association of Medicaid fraud Control Units("NAMFCU") Negottating Team have agreed, or in a form otherwise agreed to by Allergan andan indrvtdual State, shall be defined as "Medrcaid l'artrcrpating States."Settlement Agreement BetweenUmted Stutes and Al!erglll\ -2-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 3 of 32FThe United States alleges that Allergan caused claims for payment for Botox tobe submnted to the Medicare Program ("Medicare"), Tille XVlll of the Social Security Act, 42U.S.C !!§ 1395-1395hhh. The United States further alleges that Allergan caused claims forpayment for Botox to be submitted to the Medicaid Program ("Medicaid"), Title XIX of theSocial Security Act, 42 U.S.C. §§ J396-1396v. The United States further alleges that Allergancaused claims for payment of Botox "' to be submitted to the TRICARE program, I 0 U S.C. §§1071-1109; the Federal Employees Health Benefits Program ("FEHBP"), 5 U.S.C. §§ S901-8914; the following DOL-OWCP program s· the Federal Employees' Compensation Act("FECA"), 5 U.S.C. § 101 seq ; the Energy Employees Occupational Jllness CompensationProgram Act (''EEOJCI'A"), 42 U.S.C. § 7384 f.! _(L; and the Black Lung Benefits Act("BLBA"), 30 U.S C. § 90 I '-\ ·; and caused purchases of Botox ® by the VA, 3g lJ .S.C. § §1701-1743 (coll ectively, the "Other Federal Health Care Progmms").G. The United States contends that it and the Medicard Participating States havecertam crvil clatms, as specifred in Paragraph 2, below, agamst Allergan for engaging in thefollowing conduct during the period January I, 200 I through December 3 I, 2008 (hereinafterreferred to as the "Covered Conduct"):(i)Allergan promoted the sale and use of Botox® for uses that were notapproved by the Food and Drug Administration as safe and etTectrvc(rncluding but not ltmited to headache, pain, spasticity, and overactrvebladder) ("'unapproved uses") and promoting the drug for unapproved usesrenders the drug misbranded in violation of the Federal Food, Drug, andCosmetic Act, 2 I U .S.C. § 331, seq. Some of these unapproved useswere not medically accepted indications for which the United Stares endstate \1edicaid programs provided coverage for Botox",(11) Allerga n made and/or disseminated unsubsta ntiated and/or misleadingrepresentations or statements that Botox ® was safe and effectrve for someof these unapproved uses;Settlement Ab'Teernentl3elweenUtutcd Sltltes nnd AJiergan -3-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 4 of 32(iii)(iv)Allergan instructed health care professionals to rniscode claims for thetreatment of headache and pain using inapplicable diagnosis codes(including but not limited to codes for spasm of muscle (ICD-9-CM728.5), other facial nerve disorders (JCD-9-CM 351.8), spasmodtctorticollis (JCD-9-CM 333.83), and torticollis unspecified (lCD-9-CM723 5)) to ensure payment by Medicare, Medicaid and the Other FederalHealth Care Programs; andAllergan offered and patd tllegal remuneration to health care professionalsthat was intended to induce them to promote and/or prescribe Gotox".As a result of the foregoing conduct, the Government alleges that Allergan caused false orfraudu lent claims for Gotox ® to be submitted to, or caused purchases by, Medicare, Medtcaid andthe Other Federal Health Care Programs.Wtth respect only to claims fo r Aotox ® submitted to Medicaid, Mcdtcarc and the OtherFederal llealth Care Programs with diagnosis codes for ovemcttve bl adder and neurogentcbladder condiuons (ICD-9-CM 788.30, 788.31, 788.32, 788.3.1, 788.34. and '99.82). theCovered Conduct extends !rom January I, 2001 through December 31, 2009.Notwithstanding Preamble Paragraph G(iii), the Covered Conduct does not includeconduct relating to claims for Botox ® submitted to Medicaid. Medicare and the Other FederalHealth Care Programs with the dtagnosis codes ICD-9-CM 333.81 (blepharospasm) and ICD-9-CM 705.21, 705.22, and 780.8 (hyperhidrosis).H. The United Sta tes also comends that n has certain admmtstrative claimsagainst Allergan, as set forth in Paragraphs 4 through 7, below, for engagmg in the CoveredConduct.This Agreement IS made in compromise of dispu ted cl atms. This ;\greernent isnot an admission of facts or liability by Allergan. With the except ion of such admissions that aremade in connection with any guilty plea by Allergan m cOJmection with the Cnrrunal Action,Allergan expressly denies the allegations of the United States and the Relators as set forth heremSettlemen! Agre¢ment BetweenUmted Stutes nnd Allergan -4-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 5 of 32and in the Clvil Actions and denies that it engaged in any wrongful conduct in connection withthe Covered Conduct. Thrs Agreement is not a concession by the United States that its claimsare not well founded. Neither this Agreement, its execution, nor the performance of anyobligatiOn under it, including any payment, nor the fact of any settlement, is intended to be, orshall be understood as, an admission of liability or wrongdoing, or other expression reflecting onthe merits of the dispute by Allergan.J. To avoid the delay, uncertainty, inconvenience, and expense of protractedlitigation of the above claims, the Partis reach a full and final settlement pursuant to the Termsand Conditions below.Settlement Agreement BetweenUmted SUites and Allergan -5-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 6 of 32TERMS AND CONDITIONSNOW, THEREFORE, in reliance on the representations contained herem and mconsideration of the mut1ral promises, covenants, and obi igations in this Agreement, and for goodand valuable consideration, receipt of which is hereby acknowledged, the Partres agree asfollows:I. Allergan agrees to pay to the United States and the Medicaid Particrpating States,collectively, the sum of Two Hundred and Twenty Five Million Dollars ($225,000.000), plusaccrued interest at the rate of 3.5% per annum from January 25, 2010, and continuing until andincluding the day of payment (the "Settlement Amount") The Settlement Amount shallconstitute a debt immediately due and owrng to the United States and the Mcdicard ParticipatingStates on the Effective Date of this Agreement. This debt shall be discharged by payments to theUnrted States and the Medicaid Participatrng States, under the following terms and condrtions:(a)Allergan shall pay to the United States the sum of$210,1 50,000 plusaccrued interest as set forth above ("Federal Settlement Amount"). The Federal SettlementAmount shall be paid by electronic funds transfer pursuant to written instructions from theLnitcd States no later than seven (7) business days after (i) this Agreement is fully executed bythe Parties and delrvered to Allergan's attomeys; or (ii) the Court accepts a Fed. R. Crim. PII (c)( I )(C) guilty plea as described m Preamble Paragraph C in connection with the CnminalAction and imposes the agreed upon sentence, whichever occurs later.(b)Allergan shall deposit the sum of$14,850,000, plus accrued interest as setforth above ("Medrcard State Settlement Amount") into one or more interest-bearing moneymarket or bank accoums (the "State Settlement Accoums") that are held tn the name of Allerganbut segregated from olher Allergan accounts, and shall pay the Medicaid Participating StatesSettlement Agr:cment BetweenUnited StRles and Allergan-6-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 7 of 32from the State Settlement Accounts pursuant to written instructions from the NAMFCUNegotiating Team and under the tem1s and condit10ns of the Mcdteaid State SettlementAgreements that Allergan will enter into with the Medicaid Partictpating States.(c)Contingent upon the United States rcccivmg the Federal SettlementAmount from Allcrgan, the Umted States agrees to pay, as soon as feasible upon receipt, Amy M.Lang and Charles J. Rushin $37,827,000, plus a proportionate share of the actual accrued interestpaid to the United States by Allcrgan, as set forth m Paragraph I.a., above, ("Relators' Share") asRelators' share of the proceeds pursuant to 31 U.S.C. § 3730(d). No other relator payments shallhe made hy the United States with respect to the matters covered hy this Agreement. AllRelators represent that they will abide hy the terms of any wntten and executed separateagreements that they may have entered into with one or more of the other Relators concerning theallocation of the Relators' Share among themselves.(d) If Allergan's agreed-upon guilty plea pursuant to Fed. R. Cnm. P.II (c)( I )(C) in the Cnminal Action described tn Preamble Paragraph Cis not accepted by theCourt or the Court docs not impose the agreed-upon sentence for whatever reason, tillSAgreement shall he null and void at the option of either the United States or AllcrganIf eitherthe United States or Allcrgan exercises this option, which optton shall be excrctsed hy notifymgall Parties, through counsel, in writtng within live (5) husmess days of the Court's dcCtSion, theParties will not object and this Agreement will he rescinded. If this Agreement is rescmded,Allcrgan wtll not plead, argue or otherwise rarse any defenses under the theories of statute ofhmrtations, laches, estoppel or srmilar theories, to any ctvtl or administrattve clatms, actiOns orproceedmgs anstng from the Covered Conduct that arc brought hy the Untted States withm 90Sellkmen\ Agrec::mcnl BetweenUnilr::d Stalr::s and Alkrgun -7-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 8 of 32calendar days of resc1ssion, except to the extent such defenses were available on the day onwh1ch the 9!1.! tam complaints l!sted tn Preamble Paragraph B, above, were filed.(e)If the stay of the D.C Litigation descnbed in Prea mble Paragraph D islifted before Allergan dismisses with prejudice the D.C. Litigatron pursuant to Paragraph 19,below, this Agreement shall be null and void at the optron of ei ther the !Jmted States or Allergan.If either the United States or Allergan exercises this option, wh1ch option shall be exercised bynoufying all Parties, through counsel, 1n writmg wllhin ftvc (5) business days of the Court'sdecision to lift the stay, the Parties will not obJect and this Agreement will be rescinded. lf thisAgreement IS resc inded, Allergan will not pl ead , argue or otherwise raise any defenses under thetheones of statute of limitauons, laches, estoppel or similar theories, to any civil oradministrative claims, actions or proceedings arising from the Covered Conduct that arc broughtby the Umted States within 90 calendar days of rescission, except to the extent such de tenseswere available on the day on wh1ch the 9l!i tam compl aints listed in Preamble Paragraph B.above, were f1led2 Subject to the exceptions in Paragraph 8 (concerning excluded claims), below, inconsideration of the obligations of A llergan set for1h in this Agreement, and conditioned uponAllergan's full payment of the Settlement Amount, the United States (on behalf of 1tself, nsoftlcers, agents, agencies, and departments) agrees to release Allcrgan, rts predecessors, and itscurrent and former div1sions, parents, affiliates, subsidiaries, successors and assigns, and theircurrent and former dtrcctors, officers, and employees !rom any civil or administrative monetarycla1rn the lJmted States has or may have for the Covered Conduct under the False Clatms Act, 3 IU.S.C. §§ 3729-3733, the Civil Monetary Penalties Law, 42 U.S.C § l320a-7a; the ProgramFraud Civil Remedies Act, 31 US. C. §§ 380 1-3812; any statutory prov1sion for which the CivilSdt)emenl Agreement BetweenUn11ed States aod Allergao -8-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 9 of 32Division of the Dep artment of Justice has actual and present authority to assert and compromisepursuant to 28 C.F.R. Part 0, Subpart I, SectiOn 0.45(d); or the common laV theones of paymentby mistake, fraud, disgorgemcnt. unJUSt enrichment, and, if applicable, breach of contract3. SubjeCt w the exceptions in Paragraph 8 (concerning excluded claims). below, inconsideration of the obli gations of Allergan in this Agreement, condrtroncd upon Allcrgan's fullpayment of the Settlement Amount, Relators, for themselves and for their heirs, successors,attorneys, agents, and assigns, agree to release Allergan, rts predecessors, and Jts current andformer divisions, parents, affiliates, subsidiaries, successors and assigns, and their current andformer dirccwrs, officers, and employees from any liability to Relators arising from any claim theUnited States has, may have, or could have asserted relating to the Covered Conduct, and fromall liability, clarms, demands, actions or causes of action Vhatsocver existing as of the EtTectrveDate of this Agreement, Vhether knoVn or unknown, fixed or conungcnt, rn law or m equity, incontract or in tort, under any federal or state statute or regu lation or that they or their heirs,successors, attorneys, agems and assigns othcrwtse would have standmg to bring, including anyliab1lity arising from the tiling of the Civil Acttons, except for: (I) clatms for atwrneys' fees,expenses and costs pursuant to :l I U.S.C § J730(d); (2) claims for a Relawr's Share under theMecl•caid State Settlement Agreements; and (3) any employment 'hserimmatwn claims Albertf'dward fialliv1s may have against Allcrgan.4. [n consideration of the obligations of Allergan in this Agreement and theCorporate [ntegrtty Agreement (ClAJ entered into between OIG-HHS and Allergan, [nc., andconditioned upon Allergan's full payment of the Settlemem Amount, OIG-HHS agrees to releaseand refrain from mstJtlltJng, drrecting, or maintaining any administrative action seeking exclusionfrom Medtcare, Medicaid, and other Federal health care programs (as defined 111 42 U S.C. §Senlc:mcnl Agrccmcrt BetweenUmlcd St1:1tes a11d AJ.Iergan -9-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 10 of 321320a-7b(f)) against Allergan under 42 U S.C. § 1320a-7a (Civil Monetary Penalties Law), or 42U.S.C. § 1320a-7(b)(7) (permissive exclusion for fraud, kickbacks, and other prohibttedactivities) for the Covered Conduct, or against Allergan, Inc. under 42 U S.C § 1320a-7(b )(I)based on Allergan.lnc. 's agreement to plead guilty to the charge in the Allergan Criminal Actionreferenced above in Preamble Paragraph C, except as reserved in Paragraph 8 (concerningexcluded claims), below, and as reserved in this Paragraph. The OIG-HHS expressly reserves allrights to comply with any statutory obligations to exclude Allergan from Medicare, Medicaid,and other Federal health care programs under 42 U.S.C. § 1320a-7(a) (mandatory exclusion)based upon the Covered Conduct. Nothing in this Paragraph precludes the OIG-HHS fromtaktng action against enttties or persons, or for conduct and practices, for which clatms have beenreserved in Paragraph 8, below.5. In consideration of the obligations of Allergan in this Agreement, and conditionedupon Allergan's full payment of the Settlement Amount. TMA agrees to release and refrain frominstitutmg, directing, or maintaining any administrative action seeking exclusion or suspensionfrom the TR!CARE Program against Allergan, its predecessors, and its current and formerdivtsions, parents, affiliates, subsidiaries, successors and assigns, and their current and formerdirectors, officers, and employees under 32 C.F.R. § 199.9 for the Covered Conduct, except asreserved in Paragraph 8 (concerning excluded claims), below, and as reserved in this Paragraph.TMA expressly reserves authority to exclude Allergan from the TRICARE Program under 32C.F.R. §§ 199.9 (f)(IJ(i)(A), (f)(l)(i)(Il), and (f)(l)(tii), based upon the Covered Conduct.Nothing in this Paragraph precludes TMA or the TRICARE Program from taking action againstenttties or persons, or for conduct and practices, for which clatms have been reserved tnParagraph 8, below.Scttltm

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 11 of 326. In consideration of the oblrgations of Allergan in this Agreement, and conditionedupon Allergan's fo il payment of the Settlement Amount, OPM agrees w release and refrarn fromrnstiwtmg, drecting, or marntaining any administrative action against Al lergan. its predecessors,and its current and former div1sions, parents, affi liates, subsid iaries, successors and assigns, andtheir current and former directors, officers, and employees under 5 US. C. § 8902a or 5 C.F RPart 919 for the Covered Conduct, except as reserved in Paragraph 8 (concerning excludedclaims), below, and except if excluded by the OIG-HHS pursuant to 42 U.S.C. § JJ20a-7(a).Nothing in this Paragraph precludes OPM from taking action against entities or persons, or forconduct and practrccs, for which clatms have been reserved in Paragraph 8, below.7. In consideration of the obligations of Allcrgan in this Agreement, and condit10ncdupon Allergan's full payment of the Settlement Amount, DOL-OWCP agrees to release andrefrain from inst llutrng, directing, or maintain rng any administratrve action seeking exclusion anddebarment from the FFCA, EEOICPA and ELBA programs against Allergan, rts predecessors,and rts current and former divisions, parents, affiliates, subsrdrarics, successors and assigns, andtheir current and former drrectors, officers, and employees under 20 Cf.R. §§ I0.8 I 5, 30.7 15and 702.43 I for the Covered Conduct. except as reserved in Paragraph 8 (concerning excludedclaims), below and except if excluded by the OJG-HHS pursuant w 42 U.S.C § 1320

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 12 of 32(a)Any civil, criminal, or administrative liability arising under Title 26, U.S.Code (Internal Revenue Code);(b)(c)Any criminal liability;Except as explicitly stated in this Agreement, any adminrstrative liabrlrty,including mandatory exclusion from Federal health care programs;(d)Any liability to the United States (or its agencies) fo r any conduct otherthan the Covered Conduct;(c)Any liability based upon such obligations as are created by thisAgreement;(f)Any liability for express or implied warranty claims or other claims fo rdefective or deficient products or services, including quality of goods and services:(g)Any liability for personal injury or property damage or for otherconsequential damages arrsing from the Covered Conduct;(h)(i)Any liability for fa ilure to deliver goods or services due; andAny liability of individuals (mcluding current or former directors, offi cers,employees, or agents of Allcrgan) who receive wrillcn notifrcation that they are the target of acriminal investigation, are criminally indicted or charged, or are convicted, or who enter rnto acriminal plea agreement.9. Relators and their heirs, successors, attorneys, agents, and assigns agree not toobject to this Agreement and agree and confirm that this Agreement is fa ir, adequate, andreasonable under all the circumstances, pursuant to 31 U.S. C. § 3730(c)(2)(13), and expresslywaive the opportunrty for a hearing on any objection to this Agreement pursuant to 31U.S. C. § 3730(c)(2)(B). Condrt10ned upon the United States' payment of the Relators' Share, asSettlttmml Agreement BerweenUmted Stule5 find Allergn -12-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 13 of 32set fo rth in Paragraph I .c., above, Relators fo r themselves individually, and for their heirs,successors, agents, and assigns, fu lly and finally release, waive, and fo rever discharge the UnitedStates, and its officers, agents, and employees, from any claims arising fr om or relating to 31U S.C. § 3730; from any claims arismg from the filing of the Civil Actions; and fr om any otherclaims fo r a share of the Settlement Amount or payment of any sort from the United Statesrelating to the Agreement or the filing of the Civil Actions; and in fu ll setllement of any cloimsRelators may have under this Agreement. This Agreement does not resolve or m any manneraffect any claims the United States has or may have against the Relators arising under Tttle 26,U.S Code (Internal Revenue Code), or any claims arising under this Agreement.I 0.Cond itioned upon the United States' payment of the Relators' Share, as set fo rthtn Paragraph I.e, above, the Relators, for themselves, and fo r their respec tive heirs, successors,attorneys, agents, and assigns:(a)hereby fu lly and finally release and fo rever discharge Allergan, itspredecessors, and its current and former divisions, parents, affiliates, substdiartes, successors,and assigns, and thctr current and former officers, directors, trustees, agents, servants, emp loyees,rcpresentattves, attorneys, consultants, executors, and administrators (collectively, "Al lerganReleasees") from any and all claims for relief, actions, rights, causes of action, suits, debts,obligations, liabilities, demands, losses, damages (including trebl e damages and any civilpenalties), puniti ve damages, costs, and expenses of any kind, character, or nature whatsoever,known or unknown, fixed or contingent, in law or in equity, in contract or in tort, or under anyfe deral or state stature or rcgu lotion or otherwise that Relators or rhetr heirs, successors,attorneys, agents or assigns would have standing to bring, and which Relators or their heirs,successors, attorneys, agents, or assigns may now have or cl aim to have against the AllerganSetl!ement Agreement 8erweenUmted States and Allergan - j 3-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 14 of 32Releasees, arising in any way out of or connected in any way with the facts, claims, andctrcumstances al leged in, arising under, or ansing from the fi ling of the Civil Actions, or fr omany other past activities and actions of the Allergan Releasees, except fo r: (I) cla1ms forattorneys ' fees, expenses and costs pursuant to 31 U.S.C. § 3 730(d); (2) clatms for a Relators'Share under the Medicaid State Settlement Agreements; and (3) any employment dtscriminationclaims that Albert Edward Hallivis may have against Allergan, and(b)agree not to disseminate any documents or communicatiOns 111 thetrpossesston or control, or tnformation from such documents or commumcallons, that can bereadily identified as having been created in whole or in part by, or at the ditectton of, AllerganIn this regard , Relators and !heir counsel will make a good fa ith effo rt to identtfy all suchmatenals The obligations in this subparagraph do not apply: (I) to documents or mformation inthe public record or domain; (2) to the exten1 1hat compliance with the obligation would confltctwith a statute or regulation , (3) if disclosure is required by a subpoena or court order; or (4) in thecase of employee Al ben Edward 1-lalltvis, to the degree he is authonzed by Allergan to uttl1zebusiness records as necessary wtthin the scope of his current employment.II.Allergan waives and shall not assert any defenses Allergan may have to anycrimtnal prosecution or administrative action relating to the Covered Conduct that may be basedin whole or in part on a con tention that, under the Double Jeopardy Clause in the FifthAmendment of the ConstitutiOn, or under the Excessive Fmes Clause tn the Etghth Amendmentof the Constitution, this Agreement bars a remedy sough! in such criminal prosecution oradmmistrattve act ton. Nothmg 111 this paragraph or any other provJston of th1s Agreementconstttutes an agreement by the United States concernmg the characterizatiOn of the SettlementAmount for purposes of the !ntemal Revenue laws, Tille 26 of the United States Code.Sttlernwt Agreement BcrweenUn1led Stares and Allcrgan -I 4-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 15 of 3212. Allergan fully and finally releases the United States, its agencies, employees,servants, and agents fr om any claims (including attorneys' fee s, costs, and expenses ofeve1y kindand however denominated) that Allergan 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 ansing fr om the United States' investigation and prosecution of the CivilActions and the Criminal Action.13. Conditioned upon Relators' compliance with their obligations under thisAgreement, Allergan, for itself, its predecessors, and its current and former divisions, parents,affi liates, subsidiaries, successors, and assigns, and their current and fo rmer officers, directors,trustees, agents, servants, employees, representatives, attorneys, consultants, executors, andadministrators, when acting on behalf of Allergan or any of its affiliated companies, fully andfinally releases and fo rever discharges Relators and therr heirs, successors, attorneys, agents, andassigns (collectively, "Relator Releasees") from any and all claims fo r re lief, actions, rights,causes of action, suits, debts, obligations, liabilities, demands, losses, damages (includrng trebledamages and any civil penalties), punitive damages, costs, and expenses of any kind, character,or nature whatsoever, known or unknown, f1xed or contingent, in law or in equity, in contract orin tort, or under any fed eral or state statute or regulation or otherwise that Allergan. itspredecessors, or its current and fo rmer divisions, parents, affiliates, subsidiaries, successors, orassigns may now have or claim to have against the Relator Releasees, arising in any way out ofor connected 1n any way with the fa cts, claims, and circumstances alleged in, arising under, orarising from the Civil Actions, or fro m any other past activities and actions of the RelatorReleasees. except to the extent related to: (I) claims Relators may have under 31 U.S.C. §J730(d); (2) claims for a Rel ators' Share under the Medicaid State Settlement Agreements; or (3)Settlemenl Agrt!ment BetweenUnued Stales und Alle1gan ·I 5-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 16 of 32any employment discrimintion claim that Albert Edward Halilvts may have agamst Allergan, orrights Allergan may have ansmg out of any violatiOn by him or the terms and conditions of hisem ployment. Allergan attests that, upon mguiry of its Legal Department, it is not presentlyaware of any claims tts officers, drectors, employees, or agents may have against RelatorRcleasccs.14. The Setilcment Amount sha ll ntH be decreased as a result of the denJa! of clatmsfo r payment now being withheld from payment by any Medicare carrier or mtetmcdtary or anyother state or Federal payer, related to the Covered Conduct; and Allergan agrees not to resu bmitto any Medicare earner or mtem1ediary or any other state or Federal payer any prevwusly dentedclaims related to the Covered Conduct, and agrees not to appeal any such denials of clamts.ISAllergan agrees ro the fo llow ing:(a)Unallowable Costs Defined: !hat all costs (as defined m the Federal AcquistttonRegulation, 48 C.F R § 31 .205-47; and tn Titles XVIII and XIX of the Soc tal Secumy Act, 42U.S.C. §§ I 395-1 J95hhh and I J96- 1396v; and the regulations and offictal program dtrecttvespromulgated thereunder) incurred by or on behalf of Allergan, its present or fo rmer offi cers,directors, employees, shareholders, and agents in connection with the fo llowing shall be"Unallowable Costs" on government contracts and under the MedJ care Program, MedicaidProgram, TRICARE Program, and FEHBP:(i)the matters covered by this Agreement and any related plea agreement;(11) the Linned Stares' audtt(s) and ctvil and cnminal invesugauon(s) ofrhematters covered by tillS Agreement;(iir)Allergan's investtgatJOn, defense, and correet1ve actions undertaken inresponse to the United Stares' audit(s) and civil and criminalSeulcmenl Agreement BetweenUnucd Slates and Ailcrgan-16-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 17 of 32investigation(s) in connection wrth the matters covered by this Agreement(mcluding attorneys' fe es);(iv)the negotiatiOn and perfonnance ofth1s Agreement, the Plea Agreement,and the Medreaid State Sct!lement Agreements;(v)the paymems Allergan makes to the United States pursuant to thisAgreement, the Plea Agreemem, or the Medicaid State SettlementAgreements, and any payments that Allcrgan may make to Relators(including costs and attorneys' fees); and(vi)the negotiation of, and obligations undertaken pursuant to the CIA to(a)retain an independent review organizatron to perform annualreviews as described in Section lii of the CIA; and(b)prepare and submit reports to the OlG-HHS.However, nothing in this Paragraph I S.a.vi. that may apply to the obligations undertakenpursuant to the CIA affects the status of costs that arc not al lowable based on any other authorityappl icable to Al lcrgan. (All costs described or set forth in this Paragraph I S.a. are hereafter"Unallowable Costs.")(b)Future Treatment ofU_n a\lowable Costs: These Unallowable Costs shall beseparately determined and accounted fo r by Allcrgan, and Allergan shall not charge suchUnallowable Costs directly or indirectly to any contracts with the United States or any State\1 cdicaid program, or seek payment fo r such Unallowable Costs through any cost report. coststatement, mformation statement. or payment request subnuttcd by Al lcrgan or any ofits subsrdtarics or affiliates to the Mcdrcare, Medicatd, TRJCARE, or FEHBP Programs.( c) Treatment of Unallowable Costs Previously Submitted fo r Payment: AllerganSettlement Agrmcnt Ber.o.eenUnited States ;md Allergen -17-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 18 of 32further agrees that within 90 days of the Effective Date of this Agreement it shall identify toapplicable Medicare and TRJCARE fiscal intermedtanes, camers, and/or contractors, andMedicaid and FEHBP fiscal agents, any Unallowahle Costs (as detincd in this Paragraph)included in payments previously sought fr om the United States, or any State Medicaid program,includtng, but not limited to, payments sought in any cost reports, cost statements, tnfonnalionreports, or payment requests already submitted by Allergan or any of its subsidiaries or afti liatcs,and shall request, and agree, that such cost reports, cost statements, information reports, orpayment requests, even if already settled, be adjusted to account for the effect of the inclusion ofthe unallowable costs. Allcrgan agrees that the United States, at a minimum, shall he entitled torecoup from Allergan any overpayment plus applicable interest and penalties as a result of theinclusiOn of such Unallowable Costs on previously-submitted cost reports, inform ation reports,cost statements, or requests for payment.Any payments due after the adjustments have been made shall be paid to the Urn redStates pursuant to the dtrecrion of the Department of Jus lice and/or the affected agencies. TheUnited States reserves its nghts to disagree with any calculations suhm1tted by Allcrgan or any ofits subsidiaries or affiliates on the effect of inclusion of Unallowable Costs (as defined 10 th1sParagraph) on Allergan or any of its subsidiaries or aftiliates' cost reports, cost statements, orinformation reports.(d)Nothing 1n this Agreement shall constitute a waiver of the rights of the UnitedStates to audit, examine, or re-exammc Allergan 's books and records to determmc that noUna llowa ble Costs have been clanncd in accordance w1th the provisions of this Paragra ph.16. This Agreement is intended to be for the benefit of the Parties only. The Panicsdo not release any claims against any other person or entity, except as explicitly stated in thisScttlt:ment Agn:t:tm:nt BctwenUntlt:d States 11d AJ'ingan -I 8-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 19 of 32Agreement, including in Paragraph 17 (waiver for beneficianes paragraph), below.17. Allergan agrees that it waives and shall not seek payment for any of the healthcare billings covered by this Agreement fi·om any health care bcneftciancs or their parents,sponsors, legally responsible indivtduals, or third party payors based upon the claims defined asCovered Conduct.18. Allergan warrants that it has reviewed its financial situation and that it currently issolvent within the meaning of I I U.S.C. §§ 547(b)(3) and 548(a)(l)(B)(ii)(I), and shall remainsolvent following payment to the United States of the Settlement Amount. Further, the Partieswarrant that, in evaluating whether to execute this Agreement, they (a) have intended that themutual promises, covenants, and obltgations set fo rth herein constitute a contemporaneousexchange for new value given to Allergan, within the meaning of II U.S.C. § 547(c)(l); and (b)conclude that these mutual promises, covenants, and obligations do, in fact, constitute such acontemporaneous exchange. Further, the Parties warrant that the mutual promises, covenants,and obligations set forth herein arc intended to and do, in fact, represent a reasonably equivalentexchange of value that is not intended to hinder, delay, or defraud any entity to which Allerganwas or became indebted to on or after the date of this transfer, within the meaning of I I U.S.C.§ 548(a)( I ).19. Within seven (7) days of making the payments described in Paragraph I, above,Allergan shall file a stipulation of dismissal with prcjud,cc in the D.C. Litigation20 Upon the Effective Date of this Agreement, the United States shall fi le m CivilActton III a Nottce of Intervention as to the Covered Conduct. Upon receipt of the paymentsdescribed in Paragraph I, above, and entry of an order dismissing the D.C. Litigation withprejudice, the United States and Relators shall file a Jotnt Stipulation of Dismissal in each of theSettlemem Agreement Berweer.Umted States and Allergan -I 9-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 20 of 32Civil Actions as fo llows:(a)eac h stipulation of dismissal shall be with prejudice as to the UnitedStates' and Relator>' claims as to A l lcrga n as to the Covered Conduct in each Civil Actionpursuant to and consistent with the terms and condittons of this Agreement;(b)each stipulation of drsmissal shall be wi thout prejudice to the UnitedStates and with prejudic e as to Relators as to all other claims; and(c)provided, however, that the fo llowing clatms against Allergan shall not bedismissed untrl they are settled, adjudreated, or otherwise resolved , and the Court ts so informed:(a) Relators' claims for reasonable attorneys' fe es, expenses, and co sts pursuant to 31 U.S.C 3730(d); (b) Relators' claims fo r a Relators' Share under the Medicaid State SettlementAgreements; and (c) any employmem discrimination claims that Albert Edward 1-Jallivis mayhave against Allergan.21. Ex cept as expressly provided to the contrary in this Agreement , each Party shal lbear its own legal and oth er costs incurred in connection with this matter, includrng thepreparation and perfo rmance of this Agreement.22. Allergan represents that thrs Agreement is fre ely and volu ntar il y entered rntowithout any degree of duress or compulsion whatsoever23. Rel ators represent that this Agrecmem is fr eely and voluntar ily entered intowrthout any degree of duress or compulsron whatsoever24. This Agreement is governed by the laws of the United State" The Parties agreethat the exclusive jurisd rction and venue for any dispute arisrng between and among the Partiesunder this Agreement is the U m ted States District Court fo r the 1\:orthern D1stnct of Georgia,except t hat dispu tes aming under the CIA shall be resolved cxclusJ vely under the disputeSeulcmcnt Agreement BerweenUntied Sle1s 11nd Allergan -20-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 21 of 32resolutiOn provisions in the CIA.25. For purposes of construction, this Agreement shall be deemed to have beendrafted by all Parties to rim Agreement and shall not, therefore, be construed agamst any Partyfor that Ieason m any subsequent di spute .26. This Agreement constitutes rhe complete agreement between the Parties. ThisAgreement may not be amended except by written consent of the Parues27. The mdividuals signing this Agreement on behalf of Allergan represent andwarrant that they are authorized by Allergan to execute this Agreement. The individuals signingthis Agreement on behalf of Relawrs represent and warrant that they are authorized by Relatorsto execute thts Agreement. The United States stgnatories represent that they are signing t hisAgreement in their offtcial capac ities and that they are authorized to execute this Agreement28. This Agreement may be executed in counterparts, each of which constitutes anoriginal and all of which constitute one and the same Agreement.29. This Agreement is binding on Alkrgan's successors, transferees, heirs, attorneys,agents, and assigns,30. Th is Agreement is binding on Relators' successors, transferees, heirs, attorneys,agents, and asstgns31. A ll parties consent to the t;nired States' disclosure of this Agreement, andinformatiOn about this Agreement, to the publ ic.32. Th is Agreement is effective on the date of signature of the last signatory to theAgreement (Effective Date of this Agreement). Facsimiles of signatures shall constituteacceptab le, binding signatures fo r purposes of this Agreement.Set1lcmtnt Ab'Ttemenl GtlweenUn!ICd State and Allergun -2 1-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 22 of 32THE UNITED STATES OF AMERJCADATED: Y:;)-"31/J 0ttorneyUnited States Attorney's OfficeNorthern District of GeorgiaBY Q .- Chiet; Civil DivisionUnited States Attorney's OfficeNorth ern District of GeorgiaSALLY B.V3.ALLOYAssistant U . . AttorneyUnited States Attorney's OfficeNorthern District of GeorgiaDATED: f?./1/f ZoloBY:DATED:Tria I AttorneyCommercial Litigation BranchCivil DivisionUnited States Department of JusticeSeltlcmcnl Agreement BetwetmUnited S!atotl and All!.'lrgllJlCH-1:;--22-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 23 of 32DATED:--7GREGORY E. DEMSKEA;sistant Inspector General for Legal AffairsOffice of Counsel to the Inspector GeneralOffice of Inspector GeneralUn ited States Department of Health and Hwnan ServicesDATED:BY:'----''LAUREL C. GILLESPIEDeputy General CounselTRICARE :-.1anagement ActivityUnited States Department of DefenseDATED:BY:SHIRLEY R. PATTERSONActing Deputy Associate Director Insurance OperationsUnited States Office of Personnel ManagementDATED:BY:J. DAVID COl'EAssistant Inspector General fo r Legal AtTairsUnited States Office of Personnel ManagementDATED: ___ BY:==-:--:-:-:-:::-:-:-=-c-. · ... .. ·-·-----CECIL Y A. RAYBURNActing Deputy DirectorOffice of Workers' Compensation ProgramsUnited States Department of LaborScukmcm A:rccmcnl Belwet:nUnlled States a11d Allcrgau-23-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 24 of 32DATED:BY:GREGORY E. DEMSKEAssistant Inspector General for Legal AffairsOffice of Counsel to the Inspector GeneralOffice of !nspector GeneralUnited States Department of Health and Human ServicesDATED:ti?Jf:N'\ Q\ bDeputy General CounselTRICARE Management ActivityUnited States Depanment of DefenseDATED:BY:SHIRLEY R. PAITERSONActing Deputy Associate Director Insurance OperationsUnited States Office of Personnel ManagementDATED:BY:J. DAVID COPEAssistant Inspector General for Legal AffairsUnited States Office of Personnel ManagementDATED:--B--Y : ----­CECILY A. RAYBURNActing Deputy DirectorOffice of Workers' Compensation ProgramsUnited States Department of LaborScnlcmcnt Agrt'eiTlCllt BetwccnUnited Stales and Allergen-23 -

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 25 of 32DATED:BY:GREGORY E DEMSKEAssistant Inspector General for Legal AffairsOffice of Counsel to the Inspector GeneralOffi ce of Inspector GeneralUnited States Department of Health and Human ServicesDATED:BY:LAUREL C. GILLESPIEDeputy General CounselTRICARE Management ActivityDATED:(/jl'f/IDBY: ?filith&IJioUnited States Department of DefenseActing Deputy Associate Director Insurance OperationsUnited States Office of Personnel ManagementBYcc=;d - QJ. DAVID COPEAssistant Inspector General fo r Legal AffairsUnited States Office of Personnel ManagementDATED:__ BY:CECIL Y A. RAYBURNActing Deputy DcrectorOffice of Workers' Compensation ProgramsUntted States Department of LaborSettlement Agreement Bl"tween[J:Jit«i States and Ailergaa-23-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 26 of 32DATED:BY:GREGORY E. DEMSKEAssistant Inspector General fo r Legal Affa irsOffice of Counsel to the Inspector GeneralOffice of Inspector GeneralUnited States Department of Health and Human ServicesDATED:BY:LAUREL C. GILLESPIEDeputy General CounselTRlCARE Management ActivityUnited States Department of DefenseDATED:BY:SHIRLEY R. PATTERSONActing Deputy Associate Di rector Insurance OperationsUnited States Offi ce of Personnel ManagementDATED:BY:J. DAVJD COPEAssistant Inspector General for Legal AffairsUnited States Office of Personnel ManagementDATED:8/tr/o/or'BY:CECILiA ·Acting Deputy DirectorOffi ce of Workers' Compensation ProgramsUnited States Department of LaborSettlement A g reement BetweenUnited State: and Aller g an-23-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 27 of 32ALLERGANDATED:fflL.:... Jo--"-,b_'()_aY: --=-"=-=-­.ESQ.Executive Vice President and General CounselAllergan, Inc.Vice President and Assistant SecretaryAllergUSA, Inc.DATED: BY: ' P.CbwS. COWEN, ESQ.King & Spalding, LLPDATED: S/31 !toIIBY: !Ik /2.¥--MAITHEW H. BAUGSQ.King & Spalding, LLPDATED: ---; f-'h'-'>r)_,_o__BY:/JOHN T. BENTIVOGLIO, ESQ.Skadden, Afl>s, Slate, Meagher & Flom, LLPScnlcmcnt Agreement BetweenU!lltcd Stale& and Al!crgan-24-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 28 of 32REJ,ATOR AMY M. LANG, M.D.DATED: e,t1ajD!O _BY: fi.rw;'rrl. lWllJ1 """DATED: O't/Jt)to BYAMY M. LANG, M.D.:nC? r t}!Jh_Bondurant, Mixson, & Elmore, LLPDATED: b-BY: __:&. F}kJBEN E. FOX, ESQ.{t4ZPP omo BYwatkins, Louri e, Roll & Cbancc, P.C.Seilleme

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 29 of 32RELATOR CHARLES J. RUSHINDATED:

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 30 of 32RELATOR CHER BEILFUSSTED '.'D/\ . r • -IMARCELLA AUERBACH, ESQNolan & Auerbach, P.ADATED:HY:.:_.;__ __I \ ·-KE NOLAN, Q.Nolan & Auerbach, P.A.Stottitl'llalt Ajp:ccntelll Berwcc.nllniTerl !'iUII.co:; ·•nd 1\lill'l!illl· ' . . BY·[---27-

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 31 of 32REL ATOR KATHLEEJii O'CONI'OOR-MASSEDATED:DA TED:_.i __,_---..:_,___8 Y: L_ .--:-=---':-'-"'--­MAR!!:ELLA AUERBACH, ESQ.Nolan &. Auerb•ch. P.A.DATED:BY:I\ · . \ \-----J -KEN J'.OLAN, ESQ.Nolan &. Auerbach, P.A.Uierncn: AN

Case 1:10-cr-00375-ODE Document 19-2 Filed 10/05/10 Page 32 of 32l{ELATOR ALBERJ: EDWARD HALLIVIS•DATED:BY:ALBERT EDWARD HALLIVIS DATED:_"'-'-'-} I (i-->--=--- 110 _BY:L () 'JJP.ESQ.eph. Greenwald & Laake, P.A.DATED:Sculemcnt 1\gr.:mcnt Betwl:'enUrJite-d Sutc.s and 1\llcrgan -29-

Case 1:10-cr-00375-ODE Document 19-3 Filed 10/05/10 Page 1 of 2ALLERGAN, INC.A Delaware CorporationCertificate of SecretaryThe undersigned, Matthew J. Maletta, the duly elected and acting Vice President,Associate General Counsel and Secretary of Allergan, Inc., a Delaware corporation("Allergan"), hereby certifies that attached hereto as Exhibit A is a true and correctcopy of resolutions that were duly adopted by Unanimous Written Consent by theBoard of Directors of Allergan on August 27, 2010, that such resolutions have notbeen modified or rescinded and are, as of the date hereof, in full force and effect.IN WITNESS WHEREOF. the undersigned has executed this Certificate andaffixed the seal of the corporation this \4ay of September, 2010.Vice President,Associate General Counsel and Secretary

Case 1:10-cr-00375-ODE Document 19-3 Filed 10/05/10 Page 2 of 2EXHIBIT ATOCERTIFICATE OF SECRETARYRESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENTOF THE BOARD OF DIRECTORSOF ALLERGAN, INC. ON AUGUST 27, 2010Affirmation of Coroorate Authorization for Purooses of Plea AgreementRESOLVED, that the board of directors of Allergan,Inc., a Delawarecorporation ("ALLERGAN"), hereby affirms that it has authority to enter into thePlea Agreement with the United States Attorney's Office for the Northern Districtof Georgia and has (1) reviewed the Criminal Information in the case to which thePlea Agreement relates and the proposed Plea Agreement or has been fully advisedof the contents thereof, (2) consulted with legal counsel in connection with thematter; (3) voted to enter into the proposed Plea Agreement; (4) voted to authorizeALLERGAN to plead guilty to the charge specified in the Plea Agreement; and(5) voted to authorize Samuel J. Gesten, ALLERGAN's Executive Vice President,General Counsel and Assistant Secretary, to execute the Plea Agreement and allother documents necessary to carry out the provisions of the Plea Agreement.