2022-08-15T12:31:56-05:00 2021-12-31 450250958 EIDE BAILLY LLP 5929 FASHION POINT DR STE 300 OGDEN UT 844034684 990 2021-01-01 831246927 CIVICA INC CIVI 8883040120 2912 W EXECUTIVE PKWY STE 325 LEHI UT 84043 EAMON FITZMAURICE CFO 8883040120 2022-08-12 1 EAMON FITZMAURICE 999009999 CHETT CAMPBELL CPA P01301037 8016211575 2022-08-12 0 AAL1 IAL1 2021 2022-09-23 18:48:47Z MARTIN VANTRIESTE 2912 W EXECUTIVE PKWY STE 325 LEHI UT 84043 171826780 0 X WWW.CIVICARX.ORG X 2018 DE ALLEVIATE SUPPLY SHORTAGES FOR ESSENTIAL GENERIC MEDICATIONS AND ENSURE AFFORDABILITY TO EVERYONE. 15 15 94 15 0 0 38448110 62213396 2370587 3891465 368980 220056 12664236 26047643 53851913 92372560 0 0 0 0 12922208 19608793 0 0 0 14348503 20947237 27270711 40556030 26581202 51816530 135476308 199352322 92217530 104277014 43258778 95075308 X CIVICA'S MISSION IS TO ENHANCE AVAILABILITY AND AFFORDABILITY OF QUALITY GENERIC INJECTABLES FOR PATIENTS, ESPECIALLY HIGH NEEDS POPULATIONS, BY (1) ALLEVIATING DRUG SHORTAGES AND (2) PROVIDING THESE DRUGS AT A SUSTAINABLE AND AFFORDABLE PRICE LEVEL, BOTH VIA ITS MEMBER HOSPITAL SYSTEMS AS WELL AS NON-MEMBER ORGANIZATIONS INCLUDING NON-MEMBER COVERED ENTITIES LIKE 340B HOSPITALS AND ADDITIONALLY, GOVERNMENT ORGANIZATIONS INCLUDING VETERANS AFFAIRS AND DEPARTMENT OF DEFENSE. 0 0 22927609 26047643 GENERIC DRUG DISTRIBUTIONDEVELOP AN OPEN AND GROWING NETWORK OF HOSPITALS TO EXPAND THE REACH OF CIVICA'S MISSION AND ITS BENEFITS TO BOTH MEMBERS AND NON-MEMBERS. ALLEVIATE SHORTAGES OF ESSENTIAL DRUG PRODUCTS AND STABILIZE PRICING BY SECURING AVAILABILITY FROM EXISTING MANUFACTURERS FOR THE BENEFIT OF PATIENTS SERVED BY THESE MEMBERS AND NON-MEMBER CUSTOMERS. CIVICA'S MAJOR ACCOMPLISHMENTS TO DATE INCLUDE THE FOLLOWING:(1) CUSTOMER GROWTH COVERING MORE THAN 30% OF U.S. LICENSED HOSPITAL BEDS. NEW CUSTOMERS ENROLLED INCLUDE NATIONWIDE NON-MEMBER 340B HOSPITALS THAT SERVE A DISPROPORTIONATE PATIENT POPULATION OF HIGH-NEEDS PATIENTS, VETERANS AFFAIRS HOSPITALS AND DEPARTMENT OF DEFENSE. DURING THE COVID-19 PANDEMIC, IN ADDITION TO SERVING THE NEEDS OF HOSPITAL SYSTEMS FOR 11 EMERGENCY MEDICATIONS. (2) LAUNCHED 54 ESSENTIAL MEDICINES WITH MORE THAN 67 PRESENTATIONS AS OF DECEMBER 2021; THESE MEDICATIONS WERE DEEMED IN SHORT SUPPLY PER FDA DRUG SHORTAGE LIST OR PER ASHP DRUG SHORTAGE LIST. WHEN THE COVID-19 PANDEMIC HIT THE U.S., CIVICA WAS ONE OF THE FEW COMPANIES THAT HAD SUFFICIENT AVAILABILITY OF THESE ESSENTIAL MEDICATIONS TO SERVE THE HOSPITALS THAT NEEDED THESE MEDICATIONS.(3) ESTABLISHED AND MAINTAINED APPROXIMATELY 6 MONTHS OF FINISHED GOODS INVENTORY TO BUFFER ANY SUPPLY CHAIN SHOCKS TYPICALLY EXPERIENCED IN THE INDUSTRY FOR ESSENTIAL STERILE INJECTABLE MEDICINES. (4) SINGLE TRANSPARENT AFFORDABLE PRICING TO ALL MEMBERS AND NON-MEMBERS REGARDLESS OF MEMBERSHIP STATUS, SIZE OF THE HOSPITAL, VOLUME OF DRUGS PURCHASED FROM CIVICA OR RELATIONSHIP LONGETIVITY WITH CIVICA. 4348565 FILL - FINISH FACILITYAFTER THE EMERGENCE OF COVID-19 PANDEMIC AND THE RESULTING SPIKE IN DEMAND FOR ESSENTIAL MEDICATIONS IN HOSPITALS TO MANAGE THE PATIENT SURGE, THERE WAS A HIGHER RECOGNITION OF DEPENDENCE BY THE UNITED STATES ON FOREIGN MANUFACTURERS FOR THESE LIFE-SAVING ESSENTIAL MEDICATIONS, ESPECIALLY STERILE INJECTABLES. IN AN EFFORT TO ON-SHORE END-TO-END MANUFACTURING OF SUCH STERILE INJECTABLES AND AS A NATIONAL SECURITY MEASURE, BIOMEDICAL ADVANCED RESEARCH AND DEVELOPMENT AUTHORITY ("BARDA"), A U.S. DEPARTMENT OF HEALTH AND HUMAN SERVICES ("HHS") GOVERNMENT OFFICE RESPONSIBLE FOR THE PROCUREMENT AND DEVELOPMENT OF MEDICAL COUNTERMEASURES, PRINCIPALLY AGAINST BIOTERRORISM, INCLUDING CHEMICAL, BIOLOGICAL, RADIOLOGICAL AND NUCLEAR THREATS, AS WELL AS PANDEMIC INFLUENZA AND EMERGING DISEASES AWARDED A CERTAIN CONTRACT NO. 75A50120C00092 ("PRIME CONTRACT") TO PHLOW CORP., ("PHLOW"). PHLOW IS A DELAWARE PUBLIC BENEFIT CORPORATION ENGAGED IN THE BUSINESS OF THE RESEARCH, DEVELOPMENT, AND COMMERCIALIZATION OF PHARMACEUTICAL PRODUCTS. GIVEN CIVICA'S EXPERIENCE AND EXPERTISE IN THE AREA, PHLOW HAS SUBCONTRACTED CERTAIN OF ITS OBLIGATIONS UNDER THE PRIME CONTRACT TO CIVICA WHEREBY CIVICA WILL QUALIFY, DESIGN, BUILD, EQUIP, OPERATE AND OWN A 120,000 SQUARE FOOT, TWO-STORY, CGMP COMPLIANT ASEPTIC FILL-FINISH FACILITY ("FILL-FINISH FACILITY"), TO BE FUNDED, AT LEAST PARTIALLY, WITH $100,000,000 PROVIDED BY BARDA, CAPABLE OF, AMONG OTHER THINGS PROVIDING AT LEAST 90 MILLION ASEPTIC OR TERMINALLY STERILIZED VIALS AND 50 MILLION PRE-FILLED SYRINGES ANNUALLY. DURING 2021, CIVICA COMPLETED SUBSTANTIAL CONSTRUCTION OF THE FACILITY AND EQUIPMENT DELIVERIES ARE DUE TO COMMENCE IN 2022, WHEN QUALIFICATION ACTIVITIES WILL BEGIN. THE PLAN IS TO SUBMIT AN APPLICATION FOR APPROVAL OF THE FACILITY AND FIRST PRODUCTS IN 2023, AND TO COMMENCE COMMERCIAL PRODUCTION IN 2024. CIVICA INTENDS TO USE THE FILL-FINISH FACILITY TO, AMONG OTHER THINGS, (1) MANUFACTURE STERILE INJECTABLES IN FURTHERANCE OF ITS GENERIC DRUG DISTRIBUTION PROGRAM IDENTIFIED PREVIOUSLY, (2) SUPPORT THE NEEDS OF THE U.S. GOVERNMENT FOR ANY FUTURE PANDEMICS OR SIMILAR EMERGENCIES, (3) PROVIDE SURPLUS MANUFACTURING CAPACITY TO OTHER U.S.-BASED STERILE INJECTABLE MANUFACTURERS WHO SERVE THE NEEDS OF THE COUNTRY FOR SHORTAGE MEDICATIONS AND (4) PRODUCE LOW-COST INSULIN FOR THE US MARKET TO ALLEVIATE DISTRESS THAT AFFORDABILITY CHALLENGES CAUSED TO PATIENTS. 3891465 3891465 OUT-PATIENT SERVICESON OR ABOUT JANUARY 23, 2020, CIVICA ANNOUNCED AN ARRANGEMENT WITH THE BLUE CROSS BLUE SHIELD ASSOCIATION ("BCBSA") AND A NUMBER OF INDEPENDENT BLUE CROSS AND BLUE SHIELD COMPANIES ("BCBSS; WITH BCBSA, THE "BLUES"). THE ARRANGEMENT INVOLVED THE CREATION OF A NEW BUSINESS ENTITY, CIVICASCRIPT, DEDICATED TO LOWERING THE COST OF SELECT OUTPATIENT GENERIC MEDICATIONS IN RESPONSE TO THE IMPACT OF HIGH DRUG COSTS ON THE HEALTH OF AMERICANS AND THE OVERALL AFFORDABILITY OF HEALTH CARE BY DEVELOPING AND MANUFACTURING GENERIC OUTPATIENT MEDICATIONS. IN FURTHERANCE OF THE ARRANGEMENT, ON OR ABOUT JANUARY 27, 2020, CIVICA CAUSED CIVICASCRIPT TO BE ORGANIZED AS A DELAWARE LIMITED LIABILITY COMPANY TO PROMOTE PUBLIC BENEFITS, INCLUDING PROMOTION OF AVAILABILITY OF AFFORDABLE OUTPATIENT GENERIC DRUGS. CIVICASCRIPT, A STATUTORY PUBLIC BENEFIT LLC UNDER DELAWARE LAW, IS TREATED AS A CORPORATION FOR U.S. FEDERAL INCOME TAXPURPOSES.BASED ON MARKET AND OTHER RESEARCH BY CIVICASCRIPT, AS APPROVED BY ITS BOARD, CIVICASCRIPT IS CURRENTLY IN THE PROCESS OF DEVELOPING GENERIC VERSIONS OF CERTAIN MEDICATIONS. IN ALIGNMENT WITH CIVICASCRIPT'S FOUNDING MISSION, THESE GENERIC MEDICATIONS WILL BE SOLD TO CIVICA-AFFILIATED HOSPITALS, ALL "340B HOSPITALS,", ALL VETERANS AFFAIRS ("VA") HOSPITALS, AND BROADLY TO RETAILERS.CIVICA, INC. ENTERED INTO A SERVICES AGREEMENT EFFECTIVE SEPTEMBER 1, 2020 WITH CIVICASCRIPT. CIVICA, INC. IS A MEMBER OF CIVICASCRIPT AND A RELATED PARTY. THE PROVISIONS OF THIS AGREEMENT ALLOW FOR CIVICA, INC. TO PROVIDE CIVICASCRIPT WITH ADMINISTRATIVE SUPPORT AND OTHER SERVICES TO ENABLE THE PUBLIC TO REALIZE THE BENEFITS CIVICASCRIPT INTENDS TO PROVIDE. THESE SERVICES INCLUDE EXECUTIVE MANAGEMENT SERVICES, PROFESSIONAL ASSISTANCE, RISK MANAGEMENT, QUALITY & REGULATORY SUPPORT AND OVERSIGHT, FINANCE & ACCOUNTING SERVICES, AND DATA ANALYTICS. 31167639 0 1 0 0 0 0 0 0 0 1 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 1 48 0 1 94 1 0 0 0 0 1 1 0 0 0 X 15 15 0 0 0 0 1 1 1 1 0 0 0 1 1 1 1 1 1 1 1 0 UT X X JENNIFER SPALDING 8883040120 2912 W EXECUTIVE PARKWAY STE 325 LEHI UT 84043 DAN LILJENQUIST CHAIR 1.00 2.00 X X 0 0 0 CARTER DREDGE DIRECTOR 1.00 X 0 0 0 LOUIS FIERENS DIRECTOR 1.00 2.00 X 0 0 0 DENNIS DAHLEN DIRECTOR 1.00 X 0 0 0 SHELLEY LYFORD DIRECTOR 1.00 2.00 X 0 0 0 MARTIN VANTRIESTE PRESIDENT 1.00 2.00 X X 0 0 10579 JAY WANT DIRECTOR 1.00 X 0 0 0 KATHLEEN SANFORD DIRECTOR 1.00 X 0 0 0 JOHN ARNOLD DIRECTOR 1.00 X 0 0 0 ERIN ASPREC DIRECTOR 1.00 X 0 0 0 WILLIAM RUTHERFORD DIRECTOR 1.00 X 0 0 0 JOANN ESCASA-HAIGH DIRECTOR 1.00 X 0 0 0 MAUREEN SULLIVAN DIRECTOR 1.00 X 0 0 0 MICHAEL ROWE DIRECTOR 1.00 X 0 0 0 DREW HOBBY DIRECTOR 1.00 X 0 0 0 JENNIFER SPALDING GENERAL COUNSEL 35.00 5.00 X 740239 0 15531 VIKRAM LAMBA CFO JANUARY - APRIL 40.00 X 504731 0 7246 EAMON FITZMAURICE CFO JUNE - DECEMBER 35.00 5.00 X 245764 0 25676 HEATHER WALL CHIEF COMMERCIAL OFFICER 40.00 X 538268 0 23622 NED MCCOY CHIEF BUSINESS DEVELOPMENT OFFICER 40.00 X 740931 0 15109 RUSSELL ALAN GALL CHIEF MFG & SUPPLY CHAIN OFFICER 40.00 X 547005 0 222242 DONNA GULBINSKI CHIEF QUALITY & REGULATORY AFFAIRS OFFICER 40.00 X 731655 0 35657 SCOTT GOCHNOUR CHIEF RESEARCH DEVELOPMENT 40.00 X 736322 0 33996 4784915 0 389658 48 0 1 0 CRB BUILDERS LLC 701 EMERSON ROAD STE 500 ST LOUIS MO 63141 COMMERCIAL CONSTRUCTION 21844083 PATHEON MANUFACTURING SERVICES LLC 5900 MARTIN LUTHER KING JR HWY GREENVILLE NC 27834 DRUG DEV. SERVICES 3704960 STERIS CORPORATION 5960 HEISLEY ROAD MENTOR OH 44060 PHARMA MANUFACTURING MACHINE 959063 FEDEGARI TECHNOLOGIES INC 1228 BETHLEHEM PIKE SELLERSVILLE PA 18960 PHARMA MANUFACTURING MACHINE 660000 CIPLA USA INC 10 INDEPENDENCE BLVD WARREN NJ 07059 INVENTORY SUPPLIER 600353 13 61811996 401400 62213396 SERVICES TO CIVICASCRIPT 561499 3891465 3891465 3891465 220056 220056 105501863 79454220 26047643 26047643 92372560 29939108 0 220056 1549766 1132410 417356 15386973 11880870 3506103 450868 329448 121420 1529286 1117445 411841 691900 505569 186331 229232 229232 199660 199660 2803675 2051750 751925 139998 139998 246188 159189 86999 207817 207817 436947 308876 128071 3481324 3481324 110761 78308 32453 821074 580414 240660 RESEARCH AND DEVELOPMEN 6917314 6917314 SELLING EXPENSES 5271680 5271680 OTHER EXPENSE 81567 57659 23908 40556030 31167639 9388391 0 63773706 83398064 1553500 0 11543410 13112554 5000000 0 26839569 27819465 983122 889726 73488595 164241 24313462 73324354 1469539 808159 135476308 199352322 23808122 32372857 68409408 71904157 92217530 104277014 X 8690168 -1305298 34568610 96380606 43258778 95075308 135476308 199352322 51816530 0 X 0 1 X 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 13117 6259 6858 411013 157982 253031 73064465 73064465 73324354 X PART X, LINE 2: THE ORGANIZATION BELIEVES THAT IT HAS APPROPRIATE SUPPORT FOR ANY TAX POSITIONS TAKEN AFFECTING ITS ANNUAL FILING REQUIREMENTS AND, AS SUCH, DOES NOT HAVE ANY UNCERTAIN TAX POSITIONS THAT ARE MATERIAL TO THE CONSOLIDATED FINANCIAL STATEMENTS. THE ORGANIZATION WOULD RECOGNIZE FUTURE ACCRUED INTEREST AND PENALTIES RELATED TO UNRECOGNIZED TAX BENEFITS AND LIABILITIES IN INCOME TAX EXPENSE IF SUCH INTEREST AND PENALTIES ARE INCURRED. X 1 1 X X X X X 0 0 0 0 0 0 0 1 0 SCOTT GOCHNOUR CHIEF RESEARCH DEVELOPMENT 365985 0 369950 0 387 0 11600 0 22396 0 770318 0 0 0 RUSSELL ALAN GALL CHIEF MFG & SUPPLY CHAIN OFFICER 365815 0 180250 0 940 0 201300 0 20942 0 769247 0 0 0 DONNA GULBINSKI CHIEF QUALITY & REGULATORY AFFAIRS O 360814 0 369950 0 891 0 11600 0 24057 0 767312 0 0 0 NED MCCOY CHIEF BUSINESS DEVELOPMENT OFFICER 370090 0 369950 0 891 0 11600 0 3509 0 756040 0 0 0 JENNIFER SPALDING GENERAL COUNSEL 370086 0 369950 0 203 0 11600 0 3931 0 755770 0 0 0 HEATHER WALL CHIEF COMMERCIAL OFFICER 168262 0 369950 0 56 0 11600 0 12022 0 561890 0 0 0 VIKRAM LAMBA CFO JANUARY - APRIL 134781 0 369950 0 0 0 6394 0 852 0 511977 0 0 0 EAMON FITZMAURICE CFO JUNE - DECEMBER 195377 0 50000 0 387 0 7998 0 17678 0 271440 0 0 0 PART I, LINE 1A THE CEO IS AUTHORIZED TO TRAVEL FIRST-CLASS, BUT ALL OTHER BUSINESS-CLASS AND FIRST-CLASS TRAVEL MUST BE APPROVED BY THE CEO. ALL EXPENSE REPORTS ARE REVIEWED AND APPROVED CONSISTENT WITH THE ORGANIZATION'S TRAVEL & EXPENSE POLICY. PART I, LINE 7 THERE ARE DISCRETIONARY BONUSES THAT ARE AWARDED DETERMINED BY THE COMPENSATION COMMITTEE. THE BONUSES ARE BASED UPON OVERALL BUSINESS ACCOMPLISHMENTS COMPARED TO THE GOALS SET BY THE ORGANIZATION. THERE ARE ALSO PERFORMANCE BONUSES AND LONG-TERM INCENTIVE PLANS WHICH ARE BASED UPON THE PERFORMANCE OF THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 6 CIVICA, INC. HAS THREE CLASSES OF MEMBERS AND EACH CLASS HAS DISTINCT RIGHTS AND PRIVILEGES. THE THREE CLASSES OF MEMBERS ARE GOVERNING MEMBERS, FOUNDING MEMBERS, AND PARTNERING MEMBERS. FORM 990, PART VI, SECTION A, LINE 7A EACH GOVERNING MEMBER HAS THE RIGHT TO NOMINATE ONE INDIVIDUAL TO SERVE ON CIVICA'S BOARD OF DIRECTORS. GOVERNING MEMBERS ALSO HAVE THE RIGHT TO DESIGNATE ONE INDIVIDUAL TO SERVE ON THE DRUG SELECTION ADVISORY COMMITTEE AND ONE TO SERVE ON THE MEDICAL TRENDS ADVISORY COMMITTEE. FOUNDING MEMBERS HAVE NO VOTING RIGHTS AS A MEMBER AS THOSE RIGHTS ARE ONLY CONFERRED UPON THE GOVERNING MEMBERS. HOWEVER, FOUNDING MEMBERS HAVE THE RIGHT TO DESIGNATE INDIVIDUALS TO SERVE ON THE TWO ADVISORY COMMITTEES DESCRIBED ABOVE. FORM 990, PART VI, SECTION A, LINE 7B THE GOVERNING DOCUMENTS REQUIRE THE APPROVAL OF TWO-THIRDS OF THE GOVERNING MEMBERS FOR THE: I) FORMATION OF AND DELEGATION OF ANY POWER BY THE BOARD OF DIRECTORS TO AN EXECUTIVE COMMITTEE OR ANY SIMILAR COMMITTEE; II) AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATIONS EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES WHERE APPROVAL OF 100% OF THE GOVERNING MEMBERS IS REQUIRED, AND III) AMENDMENT OR RESTATEMENT OF THE BYLAWS. THE GOVERNING DOCUMENTS ALSO REQUIRE APPROVAL BY 90% OF ALL OF THE GOVERNING MEMBERS FOR I) CHANGING THE STRATEGIC LINES OF BUSINESS OF THE ORGANIZATION; II) DISPOSING OF ALL OR SUBSTANTIALLY ALL OF THE ORGANIZATION'S ASSETS; III) WINDING UP, DISSOLVING OR LIQUIDATING THE ORGANIZATION; IV) MERGING WITH ONE OR MORE OTHER ENTITIES; OR V) CONSOLIDATING WITH ONE OR MORE OTHER ENTITIES. IN ADDITION, THE GOVERNING DOCUMENTS ALSO REQUIRE APPROVAL BY 100% OF ALL OF THE GOVERNING MEMBERS FOR CERTAIN ACTIONS INCLUDING: I) CHANGING CERTAIN TERMS OF CREDIT AGREEMENTS; AND II) ALTERING CERTAIN TERMS OF MASTER MINIMUM VIABLE VOLUME AGREEMENTS TO BENEFIT ONE MEMBER. FORM 990, PART VI, SECTION A, LINE 8B THERE IS NO COMMITTEE WITH AUTHORITY TO ACT ON BEHALF OF THE GOVERNING BODY. FORM 990, PART VI, SECTION B, LINE 11B THE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD OF DIRECTORS REVIEWS THE FORM 990 PRIOR TO FILING. CIVICA INC. ALSO SENDS A COPY OF FORM 990 TO OTHER MEMBERS OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 12C DIRECTORS AND OFFICERS HAVE BEEN PROVIDED TRAINING ON THE CONFLICT OF INTEREST POLICY AND PROCESS, ARE SURVEYED FOR POSSIBLE CONFLICTS OF INTEREST, AND REQUIRED TO DISCLOSE ANNUALLY. FORM 990, PART VI, SECTION B, LINE 15 CIVICA INC CONDUCTED AN INDEPENDENT COMPENSATION BENCHMARKING STUDY IN DECEMBER 2021 TO ASSESS ITS CURRENT COMPENSATION STRUCTURE AND LEVELS AGAINST THE INDUSTRY PEERS. THE RESULTS WERE PRESENTED TO THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE MADE AVAILABLE UPON REQUEST. THE FORM 990 IS AVAILABLE THROUGH THE IRS AND OTHER PUBLIC DISCLOSURE WEBSITES. FORM 990, PART V, LINE 2A CIVICA INC CONTRACTED A PEO COMPANY TO REPORT ALL THE ORGANIZATION'S W-2'S TO THE IRS. CIVICA FOUNDATION 2912 W EXECUTIVE PARKWAY LEHI UT 84043 844514428 FUNDRAISING DE 501(C)(3) 10 CIVICA INC 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 1 0 0 CIVICA FOUNDATION Q 112227 EXPENSES TO BE REIMBURSED