Common use of Unallowable Costs Defined Clause in Contracts

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx Xxx, 00 X.X.X. §§ 0000-0000xxx-0 and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of Pfizer, its present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), and any civil or criminal investigations of the matters covered by this Agreement; (3) Pfizer’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer makes to the United States pursuant to this Agreement; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to Pfizer.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 00001395-0000xxx-0 1395lll and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerXxxxxxx, its present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), civil investigation, and any civil or criminal investigations investigation of the matters covered by this Agreement; (3) Pfizer’s Xxxxxxx’x investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) ), civil investigation, and any civil or criminal investigation(s) in connection with investigation of the matters covered by this Agreement (including attorney’s attorneys’ fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer Xxxxxxx makes to the United States pursuant to this AgreementAgreement and any payments that Xxxxxxx may make to Relator, including costs and attorneys fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, HHS are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(616.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerXxxxxxx.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 00001395-0000xxx-0 1395lll-1 and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerMallinckrodt, its present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), audits and any civil or criminal investigations of the matters covered by this Agreement; (3) PfizerMallinckrodt’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) audits and any civil or criminal investigation(s) investigations in connection with the matters covered by this Agreement (including attorney’s attorneys’ fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer Mallinckrodt makes to the United States pursuant to this AgreementAgreement and any payments that Mallinckrodt may make to Relator, including for costs and attorneys’ fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(6) 15.a.6 that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerMallinckrodt.

Unallowable Costs Defined. All That all costs (as defined in the Federal Acquisition RegulationRegulations (“FAR”), 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx Xxx, 00 X.X.X. §§ 0000-0000xxx-0 and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerElan, its present or former officers, directors, employees, shareholders, and agents in connection withwith the following shall be “Unallowable Costs” on government contracts and under the Medicare Program, Medicaid Program, TRICARE Program, and the FEHBP: (1) the matters covered by this AgreementAgreement and the related plea agreement; (2) the United States’ audit(s), ) and any civil or and criminal investigations investigation(s) of the matters covered by this Agreement; (3) PfizerElan’s investigation, defense, and any corrective actions undertaken in response to the United States’ audit(s) and any civil or and criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s attorneys’ fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer payments Elan makes to the United States or any State pursuant to this Agreement, or the Medicaid State Settlement Agreements and any payments that Elan may make to Relator including costs and attorney’s fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA toto : (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in this paragraph 8.a.(614.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerElan.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 00001395-0000xxx-0 1395lll and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerDefendants, its their present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and any civil or criminal investigations investigation(s) of the matters covered by this Agreement; (3) Pfizer’s Defendants’ investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s attorneys’ fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer makes Defendants make to the United States pursuant to this AgreementAgreement and any payments that Defendants may make to Relator, including costs and attorneys’ fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, HHS are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(6Paragraph 16.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerDefendants.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 00001395-0000xxx-0 1395lll and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of Pfizerthe Hospitals, its their present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and any civil or criminal investigations investigation(s) of the matters covered by this Agreement; (3) Pfizer’s the Hospitals’ investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s attorneys’ fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer makes the Hospitals make to the United States and to California pursuant to this AgreementAgreement and any payments that the Hospitals may make to Relator, including costs and attorneys’ fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, HHS are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(615.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to Pfizerthe Hospitals.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 00001395-0000xxx-0 1395lll and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of Pfizerthe Prime Defendants or the Xxxx Defendants, its and their present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and any civil or criminal investigations investigation(s) of the matters covered by this Agreement; (3) Pfizer’s investigationthe Prime Defendants’ and the Xxxx Defendants’ investigations, defensedefenses, and corrective actions undertaken in response to the United States’ audit(s) and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s attorneys’ fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer makes payments that the Prime Defendants, Dr. Siva, and the Xxxx PC make to the United States pursuant to this AgreementAgreement and any payments that the Prime Defendants, Dr. Siva, and the Xxxx PC may make to Relator Xxxxxxxxxx and Relators Xxxxxx and Xxxx, including costs and attorneys’ fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, HHS are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, and the TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(6Paragraph 35.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to Pfizerthe Prime Defendants.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 00001395-0000xxx-0 1395lll and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerDefendants, its their present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and civil and any civil or criminal investigations investigation(s) of the matters covered by this Agreement; (3) Pfizer’s Defendants’ investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s attorneys’ fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer makes payments Defendants make to the United States pursuant to this AgreementAgreement and any payments that Defendants may make to Relator, including costs and attorneys’ fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: : (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, HHS are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as “Unallowable Costs”). However, nothing in paragraph 8.a.(622.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerDefendants.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx Xxx, 00 X.X.X. §§ 0000-0000xxx-0 and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerTuomey, its Buyer or Palmetto, or their present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and any civil or criminal investigations investigation(s) and litigation of the matters covered by this Agreement; (3) Pfizer’s Xxxxxx’x investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and any civil or criminal investigation(s) and litigation in connection with the matters covered by this Agreement (including attorney’s fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer makes payments Tuomey and Palmetto make to the United States pursuant to this AgreementAgreement (including the District Court Deposit Amount) and any payments that Tuomey may make to Relator (including costs and attorneys’ fees); and (6) the negotiation of, and obligations undertaken pursuant to to, the CIA to: : (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, HHS are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(614.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerTuomey, Buyer or Palmetto.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 00001395-0000xxx-0 1395lll and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerArthrex, its present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and any civil or criminal investigations investigation(s) of the matters covered by this Agreement; (3) PfizerArthrex’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s attorneys’ fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer Arthrex makes to the United States pursuant to this AgreementAgreement and any payments that Arthrex may make to Relator, including costs and attorneys’ fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, HHS are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as “Unallowable Costs”). However, nothing in paragraph 8.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to Pfizer.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 00001395-0000xxx-0 1395lll and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerDefendants, its their present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and any civil or criminal investigations investigation(s) of the matters covered by this Agreement; (3) Pfizer’s Defendants’ investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s attorneys’ fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer makes Defendants make to the United States pursuant to this AgreementAgreement and any payments that Defendants may make to Relator, including costs and attorneys’ fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, HHS are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as “Unallowable Costs”). However, nothing in paragraph 8.a.(611.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerSMMC.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 00001395-0000xxx-0 1395kkk and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerDefendants, its their present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and any civil or and criminal investigations investigation(s) of the matters covered by this Agreement; (3) Pfizer’s Defendants’ investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and any civil or and criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer makes Defendants make to the United States pursuant to this AgreementAgreement and any payments that Defendants may make to Relators, including costs and attorney’s fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: : (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and and (ii) prepare and submit reports to the OIG-HHS, are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(614.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerDefendants.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx Xxx, 00 X.X.X. §§ 0000-0000xxx-0 and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerUT, its present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), and any civil or criminal investigations of the matters covered by this Agreement; (3) PfizerUT’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer UT makes to the United States pursuant to this Agreement; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerUT.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 00001395-0000xxx-0 1395kkk and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerUHS, its present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and civil and any civil or criminal investigations investigation(s) of the matters covered by this Agreement; (3) PfizerUHS’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and civil and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer UHS makes to the United States pursuant to this AgreementAgreement and any payments that UHS may make to Relators, including costs and attorney’s fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an Independent Monitor and an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) FEHBP (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(614.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerUHS.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx Xxx, 00 X.X.X. §§ 0000-0000xxx-0 and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerOmnicare, its present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and any civil or criminal investigations investigation(s) of the matters covered by this Agreement; (3) PfizerOmnicare’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer Omnicare makes to the United States pursuant to this AgreementAgreement and any payments that Omnicare may make to Relators, including costs and attorneys fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, HHS are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to Pfizer.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx Xxx, 00 X.X.X. §§ 0000-0000xxx-0 and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of Pfizerthe Defendants, its their present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ ' audit(s), ) and any civil or criminal investigations investigation(s) of the matters covered by this Agreement; (3) Pfizer’s Defendants' investigation, defense, and corrective actions undertaken in response to the United States’ ' audit(s) and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s 's fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer makes Defendants make to the United States pursuant to this AgreementAgreement and any payments that Defendants may make to Relators, including costs and attorney's fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: : (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and and (ii) prepare and submit reports to the OIG-HHS, . are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(6Paragraph 11.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerDefendants.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 00001395-0000xxx-0 1395lll-1 and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerMallinckrodt, its present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), audits and any civil or criminal investigations of the matters covered by this Agreement; (3) PfizerMallinckrodt’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) audits and any civil or criminal investigation(s) investigations in connection with the matters covered by this Agreement (including attorney’s attorneys’ fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer Mallinckrodt makes to the United States pursuant to this AgreementAgreement and any payments that Mallinckrodt may make to Relators, including for costs and attorneys’ fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(6) 15.a.6 that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerMallinckrodt.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 00001395-0000xxx-0 1395lll and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerDefendants, its their present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and civil and any civil or criminal investigations investigation(s) of the matters covered by this Agreement; (3) Pfizer’s Defendants’ investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and civil and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s attorneys’ fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer makes any payments Defendants make to the United States pursuant to this AgreementAgreement and any payments that Defendants may make to Relator, including costs and attorneys’ fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: : (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, . are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(6Paragraph 9(a)(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerDefendants.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 00001395-0000xxx-0 1395lll-1 and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerMerit, its present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and any civil or criminal investigations investigation(s) of the matters covered by this Agreement; (3) PfizerMerit’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s attorneys’ fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer Merit makes to the United States pursuant to this AgreementAgreement and any payments that Merit may make to Relator, including costs and attorneys’ fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, ; are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as collectively, “Unallowable Costs”). However, nothing in paragraph 8.a.(614(a)(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerMerit.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition RegulationRegulation (“FAR”), 48 C.F.R. § 31.205-47; 47 and in Titles XVIII and XIX of the Social Xxxxxxxx Xxx, 00 X.X.X. §§ 0000-0000xxx-0 0000xxx and 1396-1396w-5; 1396v, and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerXxx Xxxxx, its predecessors, parents, divisions, subsidiaries, or affiliates, and its present or former officers, directors, employees, shareholders, and agents in connection with: with the following shall be “unallowable costs” on Government contracts: (1) the matters covered by this Agreement; ; (2) the United States’ audit(s), audit and any civil or and criminal investigations of the investigation relating to matters covered by this Agreement; ; (3) Pfizer’s Xxx Xxxxx’x investigation, defense, and any corrective actions undertaken in response to the United States’ audit(s) civil and any civil or criminal investigation(s) investigations in connection with the matters covered by this Agreement (including attorney’s attorneys’ fees); ; (4) the negotiation and performance of this Agreement; Agreement and the Medicaid State Settlement Agreements and any agreement(s) with Relators concerning fees and costs; (5) the payment Pfizer makes payments made to the United States or any State pursuant to this AgreementAgreement or the Medicaid State Settlement Agreements and any payments that Xxx Xxxxx may make to any qui tam plaintiffs; and and (6) the negotiation of, of and obligations undertaken pursuant to the CIA to: (ia) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (iib) prepare and submit reports to the OIG-HHS, are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(6) that may apply to the obligations undertaken pursuant to the CIA this Paragraph affects the status of costs that are not allowable based on any other authority applicable to PfizerXxx Xxxxx. (All costs described or set forth in this Paragraph are hereafter, “Unallowable Costs”).

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx Xxx, 00 X.X.X. §§ 0000-0000xxx-0 and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerHFC, its present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and any civil or criminal investigations investigation(s) of the matters covered by this Agreement; (3) PfizerHFC’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer HFC makes to the United States pursuant to this Agreement; and, if applicable (6) in the event that the OIG enters into a CIA with HFC, the negotiation of, and obligations undertaken pursuant to the CIA to: : (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and and (ii) prepare and submit reports to the OIG-HHS, are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(6this Paragraph 9.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerHFC.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition RegulationRegulation (“FAR”), 48 C.F.R. § 31.205-47; 47 and in Titles XVIII and XIX of the Social Xxxxxxxx Xxx, 00 X.X.X. §§ 0000-0000xxx-0 0000xxx and 1396-1396w-5; 1396v, and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerCephalon, its predecessors, parents, divisions, subsidiaries, or affiliates, and its present or former officers, directors, employees, shareholders, and agents in connection with: with the following shall be “unallowable costs” on Government contracts with DVA, DLA, BOP, and other agencies and under the Medicare Program, Medicaid Program, TRICARE Program, and FEHB: (1) the matters covered by this Agreement; ; (2) the United States’ audit(s), audit and any civil or and criminal investigations of the investigation relating to matters covered by this Agreement; ; (3) PfizerCephalon’s investigation, defense, and any corrective actions undertaken in response to the United States’ audit(s) civil and any civil or criminal investigation(s) investigations in connection with the matters covered by this Agreement (including attorney’s attorneys’ fees); ; (4) the negotiation and performance of this Agreement and the Medicaid State Settlement Agreement; ; (5) the payment Pfizer makes payments made to the United States or any State pursuant to this AgreementAgreement or the Medicaid State Settlement Agreement and any payments that Cephalon may make to any qui tam plaintiffs; and and (6) the negotiation of, of and obligations undertaken pursuant to the CIA to: (ia) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (iib) prepare and submit reports to the OIG-HHS, are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(6) that may apply to the obligations undertaken pursuant to the CIA this Paragraph affects the status of costs that are not allowable based on any other authority applicable to PfizerCephalon (All costs described or set forth in this Paragraph are hereafter, “Unallowable Costs”).

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx Xxx, 00 X.X.X. §§ 0000-0000xxx-0 and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerLife Care, its present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and any civil or criminal investigations investigation(s) of the matters covered by this Agreement; (3) Pfizer’s Defendants’ investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer makes Defendants make to the United States pursuant to this AgreementAgreement and any payments that Defendants may make to Relators, including costs and attorneys’ fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: : (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, HHS are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(6Paragraph 15.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerDefendants.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 00001395-0000xxx-0 1395lll and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of Pfizer, its present or former officers, directors, employees, shareholders, and agents Xxxxxxxxxxxxxx in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and any civil or criminal investigations investigation(s) of the matters covered by this Agreement; (3) PfizerXxxxxxxxxxxxxx’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s attorneys’ fees); (4) the negotiation and performance of this Agreement;; and (5) the payment Pfizer payments Xxxxxxxxxxxxxx makes to the United States pursuant to this AgreementAgreement and any payments that Xxxxxxxxxxxxxx may make to Relator, including costs and attorneys’ fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, HHS are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(6Paragraph 13.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerXxxxxxxxxxxxxx.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 00001395-0000xxx-0 1395kkk-1 and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerProvidence or its Companies, its present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), Government’s audits and any civil or and criminal investigations of the matters covered by this Agreement; (3) PfizerProvidence’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) Government’s audits and civil and any civil or criminal investigation(s) investigations in connection with the matters covered by this Agreement (including attorney’s fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer Providence makes to the United States Government pursuant to this Agreement; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an independent review organization organizations to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, ; are unallowable costs for government contracting purposes and under the Medicare Program, and Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(611.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerProvidence.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 00001395-0000xxx-0 1395lll and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerGenova, its present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and any civil or criminal investigations investigation(s) of the matters covered by this Agreement; (3) PfizerGenova’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s attorneys’ fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer Genova makes to the United States pursuant to this AgreementAgreement and any payments that Genova may make to Relator, including costs and attorneys’ fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: : (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, HHS are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) FEHBP (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(6Paragraph 16(a)(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerGenova.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx Xxx, 00 X.X.X. §§ 0000-0000xxx-0 and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerDiversicare, its present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and civil and any civil or criminal investigations investigation(s) of the matters covered by this Agreement; (3) PfizerDiversicare’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and civil and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s attorneys’ fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer Diversicare makes to the United States pursuant to this AgreementAgreement and any payments that Diversicare may make to Relators, including costs and attorneys’ fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, HHS are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(617.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerDiversicare.

Unallowable Costs Defined. All That all costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 00001395-0000xxx-0 1395ggg and 1396-1396w-51396v; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerPediatrix, its present or former officers, directors, employees, shareholders, and agents in connection withwith the following shall be “unallowable costs” on government contracts and under the Medicaid Program, TRICARE Program, and FEHBP: (1) the matters covered by this Agreement; (2) the United States’ audit(s), or any states’ audits and any civil or criminal investigations of the matters covered by this Agreement; (3) PfizerPediatrix’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) or any states’ audits and any civil or criminal investigation(s) investigations in connection with the matters covered by this Agreement (including attorney’s fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer payments Pediatrix makes to the United States and to the Medicaid Participating States pursuant to this AgreementAgreement and any payments that Pediatrix may make to Relator, including attorney’s fees and expenses; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: : (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and and (ii) prepare and submit reports to the OIG-HHS, are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(6this Paragraph 13.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerPediatrix. (All costs described or set forth in this Paragraph 13.a are hereafter “unallowable costs.”)

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx Xxx, 00 X.X.X. §§ 0000-0000xxx-0 and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of Pfizer21C, its present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and civil and any civil or criminal investigations investigation(s) of the matters covered by this Agreement; (3) Pfizer21C’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and civil and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer 21C makes to the United States pursuant to this AgreementAgreement and any payments that 21C may make to Relator, including costs and attorneys fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, HHS are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(617.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to Pfizer.21C.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx Xxx, 00 X.X.X. §§ 0000-0000xxx-0 and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerAegerion, its present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement and the related Plea Agreement; (2) the United States’ audit(s), ) and civil and any civil or criminal investigations investigation(s) of the matters covered by this Agreement; (3) PfizerAegerion’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and civil and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s attorneys’ fees); (4) the negotiation and performance of this Agreement and the Plea Agreement; (5) the payment Pfizer payments Aegerion makes to the United States pursuant to this AgreementAgreement and any payments that Aegerion may make to Relators, including costs and attorneys’ fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, HHS are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(620.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerAegerion.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 0000-0000xxx-0 0000000-0 and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerRMS, its present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and civil and any civil or criminal investigations investigation(s) of the matters covered by this Agreement; (3) PfizerRMS’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and civil and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer RMS makes to the United States pursuant to this AgreementAgreement and any payments that RMS may make to Relator, including costs and attorneys fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, . are unallowable costs for government contracting purposes and under the Medicare Program, the Medicaid Program, and the TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(616.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerRMS.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-4731.20547; and in Titles XVIII and XIX of the Social Xxxxxxxx Xxx, 00 X.X.X. §§ 0000-0000xxx-0 and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerMylan, its present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and any civil or criminal investigations investigation(s) of the matters covered by this Agreement; (3) PfizerMylan’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer Mylan makes to the United States pursuant to this AgreementAgreement and any payments that Mylan may make to any Relator, including costs and attorney’s fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, HHS are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as “Unallowable Costs”). However, nothing in paragraph 8.a.(6Paragraph 13.a(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerMylan.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 00001395-0000xxx-0 1395lll and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerCigna, its present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and any civil or criminal investigations of the matters covered by this Agreement; (3) PfizerCigna’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and any civil or criminal investigation(s) investigations in connection with the matters covered by this Agreement (including attorney’s attorneys’ fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer Cigna makes to the United States pursuant to this Agreement; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerCigna.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § §31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 00001395-0000xxx-0 1395kkk and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerEnsign, its present or former officers, directors, employees, shareholders, and agents in connection with: (1i) the matters covered by this Agreement; (2ii) the United States’ audit(s), ) and any civil or and criminal investigations of the matters covered by this Agreement; (3iii) PfizerEnsign’s investigation, defense, and corrective actions undertaken in response to the United States’ ' audit(s) and any civil or and criminal investigation(s) investigations in connection with the matters covered by this Agreement (including attorney’s feesattorneys' fees and expenses); (4) the negotiation and performance of this Agreement; (5iv) the payment Pfizer Ensign makes to the United States pursuant to this AgreementAgreement and any payments that Ensign may make to Relators, including costs and attorneys' fees; and (6v) the negotiation of, and obligations undertaken pursuant to the CIA to: : (i1) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and and (ii2) prepare and submit reports to the OIG-HHS, are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(612(a)(v) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerEnsign.

Unallowable Costs Defined. All To the extent applicable, all costs (as defined in the Federal Acquisition RegulationRegulations (FAR), 48 C.F.R. § ' 31.205-47; 47 and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. §§ 000042 U.S.C. '' 1395-0000xxx-0 1395ggg and 1396-1396w-5; 1396v, and the regulations and official program directives promulgated thereunder) incurred by or on behalf of Pfizeron ACPA, its present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement;Covered Conduct, (2) the United States’ States= audit(s), ) and any civil or criminal investigations investigations(s) of the matters covered by this Agreement;Covered Conduct, (3) Pfizer’s ACPA=s investigation, defense, and any corrective actions undertaken in direct response to the United States’ States= audit(s) and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s =s fees);, Agreement, (4) the negotiation and performance of this Agreement;this (5) the payment Pfizer ACPA makes to the United States pursuant to this Agreement; , and (6) the negotiation ofof the CIA, and the obligations undertaken pursuant to the CIA to: : (i) retain Retain an independent review organization to perform annual reviews as described in Section III of the CIA; and and (ii) prepare and submit reports to the OIG-OIG- HHS, are unallowable costs for government contracting purposes on Government contracts and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in this sub-paragraph 8.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerACPA. All costs described or set forth in this Paragraph 12(a) are hereafter, unallowable costs.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 00001395-0000xxx-0 1395lll and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerDefendants, its their present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and any civil or criminal investigations investigation(s) of the matters covered by this Agreement; (3) Pfizer’s Defendants’ investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer makes payments Defendants make to the United States pursuant to this AgreementAgreement and any payments that Defendants may make to the Relators, including costs and attorney’s fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an independent review organization to perform quarterly/annual reviews as described in Section III of the Xxxxx Lab’s IA and Tampa Pain’s CIA; and (ii) prepare and submit reports to the OIG-HHS, HHS are unallowable costs for government contracting purposes and under the Medicare Program, the Medicaid Program, the TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) FEHBP (hereinafter referred to as “Unallowable Costs”). However, nothing in paragraph 8.a.(6Paragraph 21.a.(6) that may apply to the obligations undertaken pursuant to the IA or CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerDefendants.

Unallowable Costs Defined. All That all costs (as defined in the Federal Acquisition RegulationRegulations (“FAR”), 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx Xxx, 00 X.X.X. §§ 0000-0000xxx-0 and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerElan, its present or former officers, directors, employees, shareholders, and agents in connection with:with the following shall be “Unallowable Costs” on government contracts and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (FEHBP): (1) the matters covered by this AgreementAgreement and the related plea agreement; (2) the United States’ audit(s), ) and any civil or and criminal investigations investigation(s) of the matters covered by this Agreement; (3) PfizerElan’s investigation, defense, and any corrective actions undertaken in response to the United States’ audit(s) and any civil or and criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s attorneys’ fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer payments Elan makes to the United States or any State pursuant to this Agreement, or the Medicaid State Settlement Agreements and any payments that Elan may make to Relator; and (6) the negotiation of, and obligations undertaken pursuant to the CIA toto : (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in this paragraph 8.a.(6) 14.a.6 that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerElan.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 00001395-0000xxx-0 1395lll and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerXxXxxxxx, its present or former officers, directors, employees, shareholders, and agents in connection with: (1i) the matters covered by this AgreementSettlement Agreement and the DPA executed herewith; (2ii) the United States’ audit(s), audits and any civil or and criminal investigations of the matters covered by this Settlement Agreement; (3iii) PfizerXxXxxxxx’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) audits and any civil or and criminal investigation(s) investigations in connection with the matters covered by this Settlement Agreement (including attorney’s attorneys’ fees); (4iv) the negotiation and performance of this AgreementSettlement Agreement and the DPA; (5v) the payment Pfizer payments McKinsey makes to the United States pursuant to this Settlement Agreement; , and (6vi) the negotiation of, of and obligations undertaken pursuant to the CIA to: (i) to retain an independent review organization to perform annual reviews as described in Section III of the CIA; , and (ii) to prepare and submit reports to the OIG-OIG- HHS, are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) the FEHBP (hereinafter referred to as “Unallowable Costs”). However, nothing in paragraph 8.a.(67.a.(vi) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerMcKinsey.

Unallowable Costs Defined. All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. §§ 00001395-0000xxx-0 1395lll and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of PfizerDefendants, its their present or former officers, directors, employees, shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States’ audit(s), ) and civil and any civil or criminal investigations investigation(s) of the matters covered by this Agreement; (3) Pfizer’s Defendants’ investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and civil and any civil or criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s attorneys’ fees); (4) the negotiation and performance of this Agreement; (5) the payment Pfizer makes that Defendants make to the United States pursuant to this AgreementAgreement and any payments that Defendants may make to Relators, including costs and attorneys’ fees; and (6) the negotiation of, and obligations undertaken pursuant to the CIA to: : (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, . are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (“FEHBP”) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 8.a.(6Paragraph 14.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to PfizerDefendants.