SETTLEMENT AGREEMENT AND RELEASE
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This Settlement Agreement ("Agreement") is entered by and between
the United States of America, acting through its Department of Justice
and the United States Attorneys' Offices for the Middle District of
North Carolina, Southern District of New York, Southern District of
California, Middle District of Pennsylvania, District of New Mexico,
and Eastern District of Virginia, and on behalf of the Office of
Inspector General of the United States Department of Health and Human
Services ("HHS-OIG"); the Office of Inspector General of the United
States Railroad Retirement Board ("RRB-OIG"); the Office of the
Civilian Health and Medical Program of the Uniformed Services
("OCHAMPUS") through the General Counsel, a field activity of the
Office of the Secretary of Defense, the United States Department of
Defense; the Federal Employees Health Benefits Program, administered
by the United States Office of Personnel Management ("OPM-OIG"),
through the United States Attorney's Office for the District of
Columbia (collectively all of the above will be referred to as the
"United States"); Laboratory Corporation of America Holdings, and
Laboratory Corporation of America, corporations organized under the
laws of the State of Delaware, Roche Biomedical Laboratories, Inc.,
National Health Laboratories, Inc., and Allied Clinical Laboratories,
Inc.; and Xxxxxx X. Xxxxxxxxx, M.D., Xxxxxxx St. Xxxx XxXxxxx, M.D.,
Xxxx X. Xxxxx, and Xxxxxxxx Xxxxxxx (the "Relators"). Collectively,
all of the above will be referred to as "the Parties."
PREAMBLE
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A. WHEREAS, this Agreement addresses the United States' civil
claims against Roche Biomedical Laboratories, Inc. ("RBL"), National
Health Laboratories, Inc. ("NHL"), Allied Clinical Laboratories, Inc.
("Allied"), and Laboratory Corporation of America Holdings ("LCAH")
and Laboratory Corporation of America ("LCA") (LCAH and LCA will be
collectively referred to as "LabCorp") as successor by merger to RBL
and NHL, based on the conduct described in Preamble Paragraphs E
through Z below and the conduct alleged in United States ex rel.
Xxxxxx X. Xxxxxxxxx, M.D. x. Xxxxx Biomedical Laboratories, Inc., 93
Civ. 5644 (JSM) (Southern District of New York) (filed August 13,
1993); United States ex rel. Xxxxxxx St. Xxxx XxXxxxx, M.D. x. Xxxxx
Biomedical Laboratories, Inc., No. 2:96CV00417 (Middle District of
North Carolina) (originally filed December 27, 1993, in the Eastern
District of Louisiana, and transferred to the Middle District of North
Carlina on May 15, 1996); United States ex rel. Xxxx X. Xxxxx v.
National Health Laboratories, Inc. and Roche Biomedical, Inc. (its
successor) d/b/a Laboratory Corporation of America et al., Civ. Xx. 00-
0000 (Xxxxxxxx xx Xxx Xxxxxx) (filed March 20, 1996); and United
States ex rel. Xxxxxxxx Xxxxxxx v. NHL/LabCorp of America et al., Civ.
No. 96-67-M (Eastern District of Virginia) (filed January 4, 1996)
(collectively these four suits will be referred to as the "Civil
Actions" and Xxxxxx X. Xxxxxxxxx, M.D., Xxxxxxx St. Xxxx XxXxxxx,
M.D., Xxxx X. Xxxxx, and Xxxxxxxx Xxxxxxx will be referred to as the
"Relators");
B. WHEREAS, Allied is entering a plea of guilty to an
Information alleging the submission of a false claim to the United
States captioned United States v. Allied Clinical Laboratories, San
Diego Regional Laboratory, Criminal Case No. [TO BE ASSIGNED] (filed
in the Middle District of North Carolina, November 21, 1996);
C. WHEREAS, Laboratory Corporation of America Holdings
(formerly National Health Laboratories Holdings, Inc.) is a Delaware
corporation publicly traded on the New York Stock Exchange, which is
the successor by merger to Roche Biomedical Laboratories, Inc., and
which wholly owns Laboratory Corporation of America (formerly known as
National Health Laboratories, Inc.) (this merger was effective April
28, 1995);
D. WHEREAS, Allied Clinical Laboratories, Inc., is a Delaware
corporation formerly headquartered in Tennessee, which was acquired by
NHL in June 1994;
E. WHEREAS, at relevant times, RBL, NHL, and Allied each owned
and operated a system of independent clinical testing laboratories in
the United States;
F. WHEREAS, RBL, NHL, and Allied submitted or caused to be
submitted claims for payment to the Medicare program, Title XVIII of
the Social Security Act, 42 U.S.C. ' 1395 et seq., which is
administered by the United States Department of Health and Human
Services;
G. WHEREAS, RBL, NHL, and Allied submitted or caused to be
submitted claims for payment to the CHAMPUS program,
10 U.S.C. '' 1071-1106, which is administered by the United States
Department of Defense through its component agency, OCHAMPUS;
H. WHEREAS, RBL, NHL, and Allied submitted or caused to be
submitted claims for payment to the Railroad Retirement Medicare
program, Railroad Retirement Act of 1974, 45 U.S.C. ' 231 et seq.,
which is administered by the United States Railroad Retirement Board
("RRB");
I. WHEREAS, RBL, NHL, and Allied submitted or caused to be
submitted claims for payment to the Federal Employees Health Benefits
Program ("FEHBP"), which is administered by the Office of Personnel
Management ("OPM") pursuant to 5 U.S.C. '' 8901 et seq.;
J. WHEREAS, RBL submitted or caused to be submitted claims for
payment to the Medicaid programs, Title XIX of the Social Security
Act, 42 U.S.C. ' 1396 et seq., of the states of Alabama, Alaska,
Arkansas, California, Colorado, Delaware, Florida, Georgia, Illinois,
Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Michigan,
Minnesota, Mississippi, Missouri, Montana, Nebraska, New Hampshire,
New Jersey, New York, New Mexico, North Carolina, North Dakota, Ohio,
Oklahoma, Pennsylvania, Rhode Island, South Carolina, Tennessee,
Texas, Virginia, Washington, West Virginia, and Wisconsin;
K. WHEREAS, NHL submitted or caused to be submitted claims for
payment to the Medicaid programs, Title XIX of the Social Security
Act, 42 U.S.C. ' 1396 et seq., of the states of Alabama, Alaska,
Arizona, Arkansas, California, Colorado, Connecticut, Delaware,
Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana,
Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, New
Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon,
Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas,
Virginia, Washington, West Virginia, Wisconsin, Wyoming, and the
District of Columbia;
L. WHEREAS, Allied submitted or caused to be submitted claims
for payment to the Medicaid programs, Title XIX of the Social Security
Act, 42 U.S.C. ' 1396 et seq., of the states of Alabama, California,
Florida, Georgia, Idaho, Illinois, Louisiana, Mississippi, Nevada,
North Carolina, Ohio, Tennessee, Texas, Utah, and Wyoming (the states
referred to in Paragraphs J through L will be referred to collectively
as the "Participating States");
M. WHEREAS, the United States alleges that commencing in 1990
and continuing thereafter RBL violated federal statutes and/or common
law doctrines, in connection with the marketing, sale, pricing and
billing of its Diagnostic Multi-Chem Profiles (RBL Nos. 027623 and
037267) and other profiles incorporating these Diagnostic Multi-Chem
Profiles, by routinely and automatically adding high-density
lipoprotein ("HDL") tests (Current Procedural Terminology code ("CPT")
83718) and low-density lipoprotein ("LDL") calculations (CPT 83720) to
all of its Diagnostic Multi-Chem Profiles, and RBL submitted and/or
caused to be submitted false claims to the United States for these
tests that RBL knew were not specifically ordered by physician-clients
and were not reasonable and necessary for the diagnosis or treatment
of illness or injury; these tests were billed by and paid to RBL;
N. WHEREAS, the United States alleges that commencing on April
1, 1991, and continuing thereafter RBL violated federal statutes
and/or common law doctrines, in connection with the marketing, sale,
pricing and billing of its testing for Thyroid Stimulating Hormone
("TSH") (CPT 84443) by routinely adding such test to its Executive
Profile I (RBL Nos. 048827 and 272211), Executive Profile II (RBL Nos.
252189 and 267898), Executive Profile III (RBL Nos. 213736 and
272203), and Executive Profile IV (RBL Nos. 277715 and 277723), as
well as adding T-3 Uptake (CPT 84479) and Free Thyroxine Index ("T-7")
(CPT 82756) to certain Executive Profiles, and RBL submitted and/or
caused to be submitted false claims to the United States for these
tests that RBL knew were not specifically ordered by physician-clients
and were not reasonable and necessary for the diagnosis or treatment
of illness or injury; these tests were billed by and paid to RBL;
O. WHEREAS, the United States alleges that prior to 1990 and
continuing thereafter RBL violated federal statutes and/or common law
doctrines, in connection with the marketing, sale, pricing and billing
of its testing for osmolality (CPT 83930), by routinely and
automatically including such test in Executive Profile D (RBL Nos.
032185 and 040048) and Executive Profiles I and III and other
profiles, and RBL submitted and/or caused to be submitted false claims
to the United States for these tests that RBL knew were not
specifically ordered by physician-clients and were not reasonable and
necessary for the treatment or diagnosis of illness or injury; these
tests were billed by and paid to RBL;
P. WHEREAS, the United States alleges that prior to 1990 and
continuing thereafter RBL violated federal statutes and/or common law
doctrines, in connection with the marketing, sale, pricing and billing
of its testing for fructosamine (CPT 82985) as a routine and automatic
part of its Executive Profile D (RBL Nos. 032185 and 040048),
Executive Profiles III and IV, and other profiles, and RBL submitted
and/or caused to be submitted false claims to the United States for
these tests that RBL knew were not specifically ordered by physician-
clients and were not reasonable and necessary for the diagnosis or
treatment of illness or injury; these tests were billed by and paid to
RBL;
Q. WHEREAS, the United States alleges that prior to 1990 and
continuing thereafter RBL violated federal statutes and/or common law
doctrines in connection with the marketing, sale, pricing and billing
of its testing for Syphilis (CPT 86592) as a routine and automatic
part of its Executive Profile II (RBL No. 252189), Executive Profile
III (RBL No. 213736) and other profiles, and RBL submitted and/or
caused to be submitted false claims to the United States for these
tests that RBL knew were not specifically ordered by a physician and
were not reasonable and necessary for the diagnosis or treatment of
illness or injury; these tests were billed by and paid to RBL;
R. WHEREAS, the United States alleges that NHL violated federal
statutes and/or common law doctrines from January 1, 1993, through
December 31, 1993, in connection with the marketing, sale, pricing and
billing of the HDL test and LDL calculation ("HDL" collectively) as a
routine and automatic part of the NHL's standard "Health Survey
Profile I" ("HSP I") group of blood tests commonly ordered by doctor-
clients of NHL, and the serum ferritin test (a test to estimate iron
storage) as a routine and automatic part of its standard HSP I blood
tests; NHL submitted and/or caused to be submitted false claims to the
United States for these tests which NHL knew were not specifically
ordered by physician-clients and were not reasonable and necessary for
the diagnosis or treatment of illness or injury; these tests were
billed by and paid to NHL;
S. WHEREAS, the United States alleges that the HDL and ferritin
conduct described in Paragraph R above did generate NHL claims for
payment to federally-funded programs for HDL and ferritin tests that
NHL knew were not specifically ordered by physician-clients and were
not reasonable and necessary for the diagnosis or treatment of an
illness or injury, and enabled NHL to collect federal payments from
Medicare, CHAMPUS, RRB, FEHBP, and Medicaid for such tests; these
allegations resulted in tests that were billed by and paid to NHL;
T. WHEREAS, NHL asserts that after December 18, 1992, it took
steps to disclose to its physician-clients the contents of the HSP I
profile and to provide appropriate ordering options to them, but the
United States alleges that NHL's steps to cease submitting false
claims by billing federally-funded programs for medically unnecessary
HDL, LDL, and ferritin tests/calculations were inadequate;
U. WHEREAS, the United States alleges that from January 1,
1989, through June 1993, NHL violated federal statutes and/or common
law doctrines in connection with the marketing, sales, pricing and
billing aspects of its program to provide two separate tests,
prostatic acid phosphatase ("PAP") and prostate-specific antigen
("PSA"), only as a combined PAP/PSA panel, and by performing and
billing for both tests when either test was ordered, combining the
tests on its order forms, and/or presenting literature to healthcare
providers representing that the combination of the PAP and PSA tests
was medically valid and necessary; and NHL submitted and/or caused to
be submitted false claims to the United States for these tests which
NHL knew were not specifically ordered by physician-clients and were
not reasonable and necessary for the diagnosis or treatment of illness
or injury; these allegations resulted in tests that were billed by and
paid to NHL;
V. WHEREAS, the United States alleges that from January 1,
1988, and continuing thereafter Allied violated federal statutes
and/or common law doctrines, in connection with the marketing, sale,
pricing and billing of its testing for serum ferritin (CPT 82728),
gamma glutamyl transpeptidase ("GGT") (CPT 82977), triglycerides
("Trig") (CPT 84478), serum iron (CPT 83540/83545), HDL, LDL, creatine
phosphokinase ("CPK") (CPT 82550), amalyse (CPT 82150), and serum
magnesium tests (CPT 83735/83750), when performed routinely and
automatically in conjunction with Allied chemistry profiles that
included serial multichannel automated chemistry ("SMAC") tests (CPT
80002-80019); and Allied submitted and/or caused to be submitted false
claims to the United States for these tests which Allied knew were not
specifically ordered by physicians-clients and were not reasonable and
necessary for the diagnosis or treatment of illness or injury; these
services were billed by and paid to Allied;
W. WHEREAS, the United States alleges that from January 1,
1988, and continuing thereafter Allied violated federal statutes
and/or common law doctrines in connection with its calculations of and
billing for Complete Blood Count ("CBC"), one or more additional
indices (CPT 85029/85030), when these indices were not ordered by
physician-clients; and Allied submitted and/or caused to be submitted
false claims to the United States for these tests which Allied knew
were not specifically ordered by physician-clients and were not
reasonable and necessary for the diagnosis or treatment of illness or
injury; these services were billed by and paid to Allied;
X. WHEREAS, the United States alleges that commencing on
January 1, 1988, and continuing thereafter Allied violated federal
statutes and/or common law doctrines in connection with its testing
and billing for T-7 (CPT 82756) in conjunction with Allied's thyroid
profiles; and Allied submitted and/or caused to be submitted false
claims to the United States for these tests which Allied knew were not
specifically ordered by physician-clients and were not reasonable and
necessary for the diagnosis or treatment of illness or injury; these
services were billed by and paid to Allied;
Y. WHEREAS, the United States alleges that commencing on
January 1, 1988, and continuing thereafter Allied violated federal
statutes and/or common law doctrines in connection with its testing
and billing for Free Thyroxine ("T-4") (CPT 84435, 84436, 84439) as
reflex tests in conjunction with Allied's TSH tests; and Allied
submitted and/or caused to be submitted false claims to the United
States for these tests which Allied knew were not specifically ordered
by physician-clients and were not reasonable and necessary for the
diagnosis or treatment of illness or injury; these services were
billed by and paid to Allied;
Z. WHEREAS, LabCorp on behalf of Allied, pursuant to an Allied
Corporate Integrity Agreement entered into by HHS-OIG and Allied in
March 1995, reported to HHS-OIG in May 1995, October, 1995, and in six
Quarterly Reports submitted to HHS-OIG accompanied by audits in 1995
and 1996, that Allied had received overpayments by the Medicare
program and enumerated Medicaid programs for certain specified conduct
at identified locations for particular time periods, and LabCorp on
behalf of Allied described in these reports the cost impact of such
conduct;
AA. WHEREAS, the United States alleges that the practices
described in Preamble Paragraphs E though Z above resulted in the
submission of false claims actionable under the False Claims Act,
31 U.S.C. ' 3729 et seq., to the Medicare program, the Railroad
Retirement Medicare program, the CHAMPUS program, the Federal
Employees Health Benefits Program, and the Medicaid programs in the
states listed in Preamble Paragraphs J through L above, which enabled
RBL, NHL, and Allied to improperly collect federal Medicare payments,
Railroad Retirement Medicare program payments, CHAMPUS payments,
Federal Employees Health Benefits Program payments, and Medicaid
program payments from the states listed in Preamble Paragraphs J
through L above;
BB. WHEREAS, LabCorp, RBL, NHL, and Allied deny the contentions
of the United States and the Relators as set forth in Preamble
Paragraphs M through Y above;
CC. WHEREAS, the United States is entering into this Settlement
Agreement on the basis of LabCorp's financial constraints, and in
reliance on the accuracy and completeness of the financial disclosures
made by LabCorp to the United States;
DD. WHEREAS, LabCorp has entered into a Corporate Integrity
Agreement with HHS-OIG; and
EE. WHEREAS, in order to avoid the delay, expense, inconvenience
and uncertainty of protracted litigation of these claims, the Parties
mutually desire to reach a full and final compromise of the civil
claims the United States has against LabCorp, RBL, NHL, and Allied,
pursuant to the statutes and terms set forth in Paragraphs 7 and 8
below and based on the conduct alleged in Preamble Paragraphs M
through Z above, except as reserved in Paragraph 9 below.
TERMS AND CONDITIONS
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NOW, THEREFORE, in reliance on the representations contained
herein and in consideration of the mutual promises, covenants, and
obligations in this Agreement, and for good and valuable
consideration, receipt of which is hereby acknowledged, the Parties
hereby agree as follows:
1. LabCorp agrees to pay the United States and the
Participating States, collectively, the sum of one hundred eighty two
million dollars ($182,000,000) (the "Settlement Amount"), and this sum
shall constitute a debt immediately due and owing to the United States
and the Participating States on the effective date of this Agreement.
This debt is to be discharged by payments to the United States and the
Participating States, under the following terms and conditions:
a. LabCorp shall pay one hundred eighty two million
dollars ($182,000,000) to the United States and the Participating
States, collectively, no later than three business days after the
effective date on which LabCorp and its current lending banks
refinance LabCorp's existing debt under its Credit Agreement with
Credit Suisse and other banks dated April 28, 1995 ("Refinancing");
b. If the Refinancing is not achieved by January 28, 1997,
LabCorp shall pay one hundred eighty two million dollars
($182,000,000) to the United States and the Participating States,
collectively, by January 31, 1997, or LabCorp shall pay these amounts
by March 31, 1997, together with interest on any amount not paid by
January 31, 1997, at the annual rate of 5.64% compounded monthly from
January 31, 1997, to the date of payment; this interest shall be paid
to the United States no later than January 31, 1998;
c. The payment to the United States described above shall
be electronically transferred pursuant to instructions provided by the
Executive Office for the United States Attorneys, Department of
Justice, Washington, D.C., 20530, and in accordance with the attached
Promissory Note (Exhibit 1). Each payment to the United States
described above and under the attached Promissory Note shall be made
no later than 11:00 a.m. (New York City time) on the date due.
d. Nothing in this Agreement shall preclude LabCorp from
prepaying any payment due under this Agreement.
2. RBL, NHL, Allied, and LabCorp are in default of this
Agreement on the date of occurrence of any of the following events
("Events of Default"):
a. Failure to Make Timely Payments. Failure by LabCorp to
pay any amount provided for in Paragraph 1 when such payment is due
and payable;
b. Commencement of Bankruptcy or Reorganization
Proceeding. If prior to making the full payment of the amount due
under Paragraph 1 above, (i) LabCorp commences any case, proceeding,
or other action (A) under any law relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have any order for
relief of debtors, or seeking to adjudicate it as bankrupt or
insolvent, or (B) seeking appointment of a receiver, trustee,
custodian or other similar official for it or for all or any
substantial part of its assets; or (ii) there shall be commenced
against LabCorp any such case, proceeding or other action referred to
in clause (i) which results in the entry of an order for relief and
any such order remains undismissed, or undischarged or unbonded for a
period of thirty (30) days; or (iii) LabCorp takes any action
authorizing, or in furtherance of, or indicating its consent to,
approval of, or acquiescence in, any of the acts set forth above in
this sub-Paragraph 2.b.;
c. Monetary Judgment. If prior to making payment of the
amount due under Paragraph 1 above, any judgment or order for the
payment of money in excess of twenty-five million dollars
($25,000,000) in any individual case, or fifty million dollars
($50,000,000) in the aggregate at any one time, is rendered against
LabCorp, and (i) such judgment or order is not stayed, vacated,
bonded, or dismissed pending appeal within thirty (30) calendar days
of its entry, or (ii) any such judgment or order which is stayed,
vacated, bonded, or dismissed as set forth in sub-Paragraph 2.c.(i),
is then upheld after the exhaustion of all appeals. Notwithstanding
the above, this Paragraph 2.c. shall be deemed to conform with Section
6.01(f) (or the successor section or sub-section) of the Credit
Agreement dated April 28, 1995.
d. Non-monetary Judgment. Any non-monetary judgment or
order against LabCorp (i) that is rendered prior to the payments by
LabCorp to the United States of the amounts due under Paragraph 1
above, and (ii) that is reasonably likely to materially impair (a) the
ability of LabCorp to perform its obligations under this Agreement, or
(b) the rights and remedies of the United States under this Agreement,
and such judgment or order is not stayed, vacated, discharged or
bonded pending appeal within thirty (30) calendar days of its entry,
and such judgment or order which is stayed, vacated, bonded, or
dismissed, is then upheld after the exhaustion of all appeals. The
words "reasonably likely to materially impair" shall have the meaning
they have in the Credit Agreement dated April 28, 1995, and under the
securities laws. Notwithstanding the above, this Paragraph 2.d. shall
be deemed to conform with Section 6.01(g) (or the successor section or
sub-section) of the Credit Agreement dated April 28, 1995;
e. Other Event of Default. Any default occurs after the
effective date of this Agreement under the Credit Agreement dated
April 28, 1995, and such default is not cured or waived.
3. On the date of any such Event of Default as defined in
Paragraph 2 above, RBL, NHL, Allied, and LabCorp agree that:
a. LabCorp shall provide the United States with written
notice of such Event of Default within two (2) business days of such
event (unless the Event of Default has been cured); or
b. The United States may, effective upon ten business days
notice to LabCorp (unless the Event of Default has been cured or, in
the case of an Event of Default pursuant to Paragraph 2.e, waived), in
its sole discretion declare that an Event of Default has occurred;
4. Provided that notice has been given to the United States
under Paragraph 3.a. above or notice has been given to LabCorp under
Paragraph 3.b. above:
a. Unless the Event of Default is under Paragraph 2.b.
above, the Settlement Amount referenced in Paragraph 1 above (minus
any payments of principal made to date) shall become immediately due
and payable, and shall bear interest at the interest rate of 10%
annually above the published Wall Street Journal prime interest rate
(as of November 21, 1996) from the effective date of this Settlement
Agreement, in accordance with the attached Promissory Note;
b. In addition, LabCorp will pay the United States all
reasonable costs of collection and enforcement of this Agreement,
including attorneys' fees and expenses. The United States reserves
the option of referring such matters for private collection. (The
Settlement Amount plus interest described in Paragraph 4.a. above and
the costs of collection and enforcement described in this Paragraph
4.b. will be referred to as the "Default Obligations.");
5. Provided that notice has been given to the United States
under Paragraph 3.a. above or notice has been given to LabCorp under
Paragraph 3.b. above, the United States may take any of the following
actions:
a. The United States may exclude LabCorp from
participation in any federally-funded health care program until the
Default Obligations are satisfied. LabCorp agrees not to contest such
exclusion either administratively or in any state or federal court,
except based on payment in accordance with Paragraph 1 above, lack of
notice, or full satisfaction of the Default Obligations;
b. The United States may satisfy the Default Obligations
or any portion thereof by offset of any monies payable to LabCorp by
any department, agency, or agent of the United States;
c. The United States may confess judgment as set forth in
the attached Promissory Note and LabCorp agrees that it will not
contest the fact or amount of the judgment except based on payment in
accordance with Paragraph 1 above, lack of notice, or full
satisfaction of the Default Obligations.
d. In addition to the rights enumerated in Paragraphs 5.a.
through 5.c. above, in the Event of Default the United States retains
any and all other rights and claims it has or may have under law and
equity.
6. In the event of an Event of Default under Paragraph 2.b.
above (Commencement of Bankruptcy or Reorganization Proceeding):
a. The United States shall have an allowed claim in the
amount of two hundred million dollars ($200,000,000), in accordance
with the confession of judgment provision of the attached Promissory
Note, plus interest of 5% annually above the published Wall Street
Journal prime rate (as of November 21, 1996) from the effective date
of this Settlement Agreement plus other costs and fees, less any
payments of principal already made to the United States under
Paragraph 1 above, in accordance with the attached Promissory Note.
LabCorp agrees not to dispute the validity or amount of this claim
subject only to being provided with calculations in support of the
amount of the claim. LabCorp further agrees not to seek subordination
of the United States' claim;
b. LabCorp agrees not to contest or oppose any motion
filed by the United States seeking relief from or modification of the
automatic stay of 11 U.S.C. ' 362(a) nor to seek relief under 11
U.S.C. ' 105 to enjoin or restrain the United States from recovering
monies owed by LabCorp arising out of this Agreement or the attached
Promissory Note, or recovering monies through offset of monies
otherwise due to LabCorp from any federally-funded health care
program. LabCorp recognizes that this express waiver is in
consideration for the settlement of claims by the United States
described in Paragraphs M through Z above, under the terms and
conditions contained in this Settlement Agreement.
c. By expressly waiving the automatic stay provision,
LabCorp agrees not to oppose or interfere with any motion made in
federal court (including bankruptcy courts) by the United States to
exclude LabCorp from participation in the Title XVIII (Medicare) and
Title XIX (Medicaid) programs;
d. This Agreement shall be voidable at the sole option of
the United States;
e. If any terms of this Agreement are set aside for any
reason, including as a result of a preference action brought pursuant
to 11 U.S.C. ' 547, the United States, at its sole option and in its
discretion, may rescind all terms of this Agreement and seek recovery
of the full amount of claims and allegations identified herein and in
the Civil Actions or in the alternative enforce the remaining terms of
this Agreement. In the event of such rescission, all Parties reserve
all rights, claims, and defenses that are available under law and equity.
f. In addition to the rights enumerated in Paragraph 6.a.
through 6.e. above, the United States and all other Parties shall
retain all rights and claims they have or may have under law and
equity.
7. Subject only to the conditions specified in Paragraph 9
below, on full receipt of the payments described in Paragraph 1 above
by the United States and the Participating States, collectively, the
United States, on behalf of itself, its officers, agents, agencies,
and departments, will release and will be deemed to have released (i)
RBL, NHL, Allied, LabCorp as successor-in-interest to RBL and NHL and
Allied, their divisions and subsidiaries, (ii) their predecessors,
parents, successors, assigns, transferees, (iii) any of their current
or former directors, officers, and employees in such capacity, from
any civil or administrative monetary claims (including recoupment
claims) that the United States has or may have under the False Claims
Act, 31 U.S.C. ' 3729 et seq. (as amended); the Program Fraud Civil
Remedies Act, 31 U.S.C. ' 3801 et seq.; the Civil Monetary Penalties
Law, 42 U.S.C. ' 1320a-7a; the FEHBP civil sanctions provision, 5
U.S.C. ' 8902a (subject to Paragraph 12 below); any statutory
provision applicable to the federally-funded programs in this
Agreement for which the Civil Division, United States Department of
Justice, has actual and present authority to assert and compromise (or
delegate) pursuant to 28 C.F.R. Part 0, Subpart I, ' 0.45(d) (1995);
Titles XVIII and XIX of the Social Security Act, 42 U.S.C. ' 1395
et seq. and 42 U.S.C. ' 1395 et seq.; or common law, for the
allegations set forth in Paragraphs M through Z of the Preamble above
including the Civil Actions with respect to claims submitted or caused
to be submitted to the Medicare program, the Railroad Retirement
Medicare program, the CHAMPUS program, and/or the FEHBP, and to
Medicaid programs of the Participating States.
8. Subject to Paragraph 9 below, the United States releases,
under all of the terms and conditions of Paragraph 7 above and on full
receipt of the payment described in Paragraph 1 above by the United
States and the Participating States, collectively: Xxxxxxxx-Xx Xxxxx,
Inc. ("HLR"), a New Jersey corporation; HLR Holdings, Inc., a Delaware
corporation, and a direct wholly-owned subsidiary of Xxxxxxxx-Xx
Xxxxx; Roche Holdings, Inc., a Delaware corporation; X. Xxxxxxxx-Xx
Xxxxx Ltd., Xxxxx Finance Ltd., Roche Holding AG (otherwise known as
Roche Holding Ltd.), each of which is a corporation organized and
existing under the laws of Switzerland, contingent on and subject to
HLR or its designee making a one hundred million dollar ($100,000,000)
capital investment in LabCorp which will be used to contribute to
LabCorp's recapitalization.
9. Notwithstanding any other provision in this Agreement, the
United States in this Settlement Agreement specifically does not
release RBL, NHL, Allied, LabCorp, HLR or any corporate entity
referenced in Paragraph 8 above, or any other entity or individual
under this Agreement from (a) any potential criminal liability arising
from the subject matter of this Agreement; (b) any potential criminal,
civil or administrative claims arising under Title 26 U.S. Code
(Internal Revenue Code); (c) any potential liability to the United
States (or any agencies thereof) for any conduct other than that
identified in Preamble Paragraphs M through Z above; (d) any conduct
or allegations in United States ex rel. Xxxxxxxx Xxxxxxx v.
NHL/LabCorp, Civ. No. 96-67-M (Eastern District of Virginia) (filed
January 4, 1996), except that described in Preamble Paragraph U above;
(e) any claims against individuals, including current or former
directors, officers, and employees who are criminally indicted or
convicted of an offense, or who enter a criminal plea or
administrative agreement, related to the conduct alleged in Preamble
Paragraphs M through Z above; (f) any obligations created by this
Agreement; (g) any claims for defective or deficient services,
including quality of testing service claims.
10. Effective on full execution of this Agreement and provided
no Event of Default occurs, the Office of Inspector General of HHS
agrees to release and refrain from instituting, directing, or
maintaining any administrative claim or any action seeking exclusion
from the Medicare program or State health care programs (as defined in
42 U.S.C. ' 1320a-7(h)) against LabCorp as successor to RBL and NHL
and Allied, RBL and NHL, their parents, affiliates, divisions,
subsidiaries, their predecessors, successors, assigns, transferees or
any of their present or former directors, officers, employees, or
agents under 42 U.S.C. ' 1320a-7a (Civil Monetary Penalties Law);
31 U.S.C. '' 3801-3812 (Program Fraud Civil Remedies Act); or 42
U.S.C. ' 1320a-7(b) (permissive exclusion) for the conduct described
in Preamble Paragraphs M through Z above including that alleged in the
Civil Actions, except as reserved in Paragraph 9 above. The Office of
Inspector General of HHS expressly reserves all rights and statutory
obligations to exclude RBL or NHL, or any of its parents, affiliates,
divisions, subsidiaries, successors, or assigns, or any of its present
or former officers, directors, employees, from the Medicare program or
a State health care program under 42 U.S.C. ' 1320a-7(a) (mandatory
exclusion). Nothing in this Paragraph precludes the Office of
Inspector General of HHS from taking action against Allied, or from
taking action against entities or persons, or for conduct and
practices, for which civil claims have been reserved in Paragraph 9
above.
11. Effective on full execution of this Agreement and provided
no Event of Default occurs, OCHAMPUS agrees to release and refrain
from instituting, directing, or maintaining any administrative claim
or any action seeking exclusion from the CHAMPUS program against
LabCorp as successor to RBL and NHL and Allied, RBL and NHL, their
parents, affiliates, divisions, subsidiaries, their predecessors,
successors, assigns, transferees or any of their present or former
directors, officers, employees, or agents under 32 C.F.R. ' 199.9, or
31 U.S.C. '' 3801-3812 (Program Fraud and Civil Remedies Act) for the
conduct described in Preamble Paragraphs M through Z above including
that alleged in the Civil Actions, except as reserved in Paragraph 9
above. OCHAMPUS expressly reserves all rights and statutory
obligations to exclude RBL and NHL, or any of its parents, affiliates,
divisions, subsidiaries, successors, or assigns, or any of its present
or former officers, directors, employees, from the CHAMPUS program
under its mandatory exclusion authority, set forth at 32 C.F.R. ''
199.9 (f)(1)(i)(A), (f)(1)(i)(B), (f)(1)(iii). Nothing in this
Paragraph precludes OCHAMPUS from taking action against Allied, or
from taking action against any entities or persons, or for conduct and
practices, for which civil claims have been reserved in Paragraph 9
above.
12. Effective on full execution of this Agreement and provided
no Event of Default occurs, OPM agrees to release and refrain from
instituting, directing, or maintaining any administrative claim or any
action seeking exclusion from the FEHBP program against LabCorp as
successor to RBL and NHL and Allied, RBL or NHL, their parents,
affiliates, divisions, subsidiaries, their predecessors, successors,
assigns, transferees or any of their present or former directors,
officers, employees, or agents, under 5 U.S.C. ' 8902a, 5 C.F.R. Part
970 or 31 U.S.C. '' 3801-3812 (Program Fraud and Civil Remedies Act)
for the conduct described in Preamble Paragraphs M through Z above
including that alleged in the Civil Actions, except as reserved in
Paragraph 9 above and except if excluded by the Office of Inspector
General of HHS pursuant to 42 U.S.C. ' 1320a-7(a). Nothing in this
paragraph precludes OPM from taking action against Allied, or from
taking action against entities or persons, or for conduct and
practices, for which civil claims have been reserved in Paragraph 9
above.
13. LabCorp and Allied agree not to exercise any right to
contest mandatory exclusion of the San Diego Regional Laboratory of
Allied or permissive exclusion of Allied by HHS, CHAMPUS, RRB, FEHBP,
and/or the Participating States pursuant to 42 U.S.C. ' 1320a-7, 1320a-
7a (Civil Monetary Penalties Law), 1320a-7c, 1320a-7(a) (Mandatory
Exclusion), 1320a-7(b) (Permissive Exclusion), 5 U.S.C. ' 8902a
(FEHBP), 32 C.F.R. ' 199.9 (CHAMPUS), and/or other applicable statutes
and regulations; provided, however, that LabCorp shall have until
January 2, 1997, to conclude the business affairs of Allied.
14. a. Each Relator has agreed and does agree that the
settlement of his or her Civil Action against Roche or NHL (or
successors thereto), is fair, adequate and reasonable under all the
circumstances, pursuant to 31 U.S.C. ' 3730(c)(2)(B). Subject to the
exceptions in Paragraph 9 above, each Relator will release, on full
receipt of the payments described in Paragraph 1 above by the United
States and the Participating States, collectively, NHL, RBL, and/or
LabCorp (to the extent named in each respective Civil Action), their
affiliates, divisions, subsidiaries, their predecessors, successors,
assigns, transferees, and any of their current or former directors,
officers, employees, shareholders, and agents from any and all claims
that may arise under or relate to any of the allegations in the Civil
Actions, except as they relate to a statutory claim for reasonable
attorneys' fees, costs, and expenses, pursuant to 31 U.S.C. ' 3730(d).
b. The United States agrees to pay Xxxxxxxx Xxxxxxx six
hundred twenty five thousand four hundred dollars ($625,400) from the
payment described in Paragraph 1 above within a reasonable time after
receipt by the United States of such payment. Xxxxxxxx Xxxxxxx, for
himself, and for his heirs, successors, and assigns, will release and
will be deemed to have released and forever discharged the United
States from any claims pursuant to 31 U.S.C. ' 3730(d)(1) for a share
of the proceeds of the Civil Actions, from any claims arising from the
filing of his Civil Action, and in full settlement of claims under
this Agreement. This Agreement does not resolve or in any manner
affect any claims the United States has or may have against the
Relator Xxxxxxxx Xxxxxxx arising under Title 26, U.S. Code (Internal
Revenue Code), or any claims arising under this Agreement.
c. The United States agrees to pay Xxxx X. Xxxxx three
hundred eighty eight thousand nine hundred sixty four dollars
($388,965) from the payment described in Paragraph 1 above within a
reasonable time after receipt by the United States of such payment.
Xxxx X. Xxxxx, for herself, and for her heirs, successors, and
assigns, will release and will be deemed to have released and forever
discharged the United States from any claims pursuant to 31 U.S.C. '
3730(d)(1) for a share of the proceeds of the Civil Actions, from any
claims arising from the filing of her Civil Action, and in full
settlement of claims under this Agreement. This Agreement does not
resolve or in any manner affect any claims the United States has or
may have against the Relator Xxxx X. Xxxxx arising under Title 26,
U.S. Code (Internal Revenue Code), or any claims arising under this
Agreement.
15. RBL, NHL, and LabCorp as successor-in-interest to RBL and
NHL hereby agree that they will waive and will not assert any defense,
which may be based in whole or in part on the Double Jeopardy Clause
of the Constitution as set forth in the holding or principles in
United States x. Xxxxxx, 000 X.X. 000 (1989), in any criminal
prosecution based on the conduct alleged in Preamble Paragraphs M
through Z above, and they agree that the amounts paid under this
Agreement are not punitive in nature or effect for purposes of such
criminal prosecution. Nothing in this Agreement constitutes an
agreement by the United States concerning the characterization of the
amounts paid hereunder for purposes of any proceeding under Title 26
of the Internal Revenue Code.
16. With respect to the Civil Actions:
a. After this Agreement is executed, the United States
will notify the Court in the Southern District of New York that the
Parties have stipulated that the claims of the United States and
Relator in the Civil Action pending there shall be dismissed with
prejudice effective on full receipt of the payments described in
Paragraph 1 above by the United States and the Participating States,
collectively, pursuant to and consistent with the terms of this
Agreement and the attached Promissory Note.
b. After this Agreement is executed, the United States
will notify the Court in the District of New Mexico that the Parties
have stipulated that the claims of the United States and Relator in
the Civil Action pending there shall be dismissed with prejudice as to
NHL effective on full receipt of the payments described in Paragraph 1
above by the United States and the Participating States, collectively,
pursuant to and consistent with the terms of this Agreement and the
attached Promissory Note.
c. After this Agreement is executed, the United States
will notify the Court in the Eastern District of Virginia that all
Parties have stipulated that the claims of the United States and
Relator in the Civil Action pending there, to the extent alleged in
Paragraph U above only, shall be dismissed with prejudice effective on
full receipt of the payments described in Paragraph 1 above by the
United States and the Participating States, collectively, pursuant to
and consistent with the terms of this Agreement and the attached
Promissory Note. Any claims of the Relator in that Civil Action to
the extent not alleged in Paragraph U above will not be released by
the United States or subject to such stipulated dismissal.
d. After this Agreement is executed, the United States
will notify the Court in the Middle District of North Carolina that
the Parties have stipulated that the claims of the United States and
Relator in the Civil Action pending there shall be dismissed with
prejudice effective on full receipt of the payments described in
Paragraph 1 above by the United States and the Participating States,
collectively, pursuant to and consistent with the terms of this
Agreement and the attached Promissory Note.
e. In addition to Paragraphs 16.a. through 16.d. above,
the United States and the Relator, Xx. Xxxxxx X. Xxxxxxxxx, will file
a stipulation for a transfer under 28 U.S.C. ' 1404 of his Civil
Action from the Southern District of New York to the Middle District
of North Carolina. That stipulation, and the notification to the
United States District Court for the Middle District of North Carolina
referenced in sub-Paragraph 16.d. above, will request that the United
States District Court for the Middle District of North Carolina
specifically retain jurisdiction with respect to any unresolved issues
in those two Civil Actions, including reasonable attorneys' fees,
costs, expenses, and Relators' shares, if any, of the settlement
proceeds.
f. Within seven business days of the effective date of
this Settlement Agreement, with respect to the Civil Action now
pending in the Middle District of North Carolina and the Civil Action
to be transferred there under Paragraph 16.e. above, the Department of
Justice shall propose to the Court a procedure to resolve in the
Middle District of North Carolina on an expedited basis the issues of
entitlements, if any, to reasonable attorneys' fees, costs, and
expenses, and Relators' shares, if any, of the settlement proceeds.
g. RBL, NHL, Allied and LabCorp agree that the time period
between the effective date of this Agreement and March 31, 1997, shall
not count in the calculation of any defense based on statutes of
limitation, laches, or any other time-based defenses to the Civil
Actions or the allegations described in Paragraphs M through Z above,
pending the full satisfaction of the attached Promissory Note.
17. The payments from LabCorp to the United States and the
Participating States, collectively, under Paragraph 1 above shall not
be offset by any claims for payment now being withheld from payment by
any Medicare carrier or intermediary, by any CHAMPUS or FEHBP carrier
or payor, or by any state payor, related to the tests or conduct
referred to in Paragraphs E through Z above; and RBL, NHL, Allied and
LabCorp agree not to resubmit any claims to a Medicare carrier or
intermediary, or by any CHAMPUS or FEHBP carrier or payor, or by any
state payor, that have been denied for tests billed between January 1,
1989, and November 21, 1996, and agree not to appeal such denials of
claims, where such denial resulted from the practices described in
Preamble Paragraphs M through Z above. Allied will withdraw its
appeal regarding billing for iron tests to the Medicare carrier in
Utah, and the United States will seek no further offset against Allied
for iron tests based on the conduct described in Preamble Paragraph V
above through the effective date of this Agreement.
18. For government contracting purposes and for Medicare,
Railroad Retirement Medicare, FEHBP, CHAMPUS, and state Medicaid
purposes, RBL, NHL, Allied, and LabCorp agree to treat as unallowable
all costs (as defined in the Federal Acquisition Regulations ("FAR")
'31.205.47(a)) incurred by or on behalf of these corporate entities
and/or its current or former officers, directors, agents, employees,
shareholders, parents, subsidiaries, divisions, predecessors and
successors in connection with (a) the matters covered by this
Agreement; (b) the Government's audit and investigation of the matters
covered by this Agreement; (c) these corporate entities'
investigation, defense, and corrective actions; (d) the negotiation
and performance of this Agreement; and (e) the payments made to the
United States provided for in this Agreement. These amounts shall be
separately estimated and accounted for by these corporate entities,
and they will not charge such costs directly or indirectly to any
contracts with the United States, or to any cost report submitted to
the Medicare, Railroad Retirement Medicare, FEHBP, CHAMPUS, or state
Medicaid programs.
19. The Parties agree that this Agreement does not constitute an
admission by any person or entity with respect to any issue of law or
fact.
20. This Agreement shall be binding only on the Parties, their
successors, assigns, and heirs.
21. The undersigned RBL, NHL, Allied, and LabCorp signatories
represent and warrant that they are signing this Agreement in their
official capacities and are fully empowered and authorized by their
Board of Directors to execute this Agreement. The undersigned United
States signatories represent that they are signing this Agreement in
their official capacities and that they are fully empowered and
authorized to do so.
22. This agreement is subject to the acceptance by the United
States District Court for the Middle District of North Carolina of the
guilty plea and sentence set forth in the plea agreement between the
United States and Allied Clinical Laboratories, San Diego Regional
Laboratory, referenced in Preamble Paragraph B above.
23. This Agreement shall become final and binding only on
signing by each respective party hereto.
24. This Agreement may not be changed, altered or modified,
except in writing signed by the United States, LabCorp and, if
applicable, the Party against whom the change, alteration, or
modification is asserted.
25. Any communication required under this Agreement must be in
writing and must be given personally, by FedEx, by facsimile, or by
registered or certified mail, postage prepaid, as follows:
To LabCorp, RBL, Allied, and NHL:
Xxxxxxxx X. Xxxxx, Esq.
General Counsel
Laboratory Corporation of America Holdings
000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Telephone: (000) 000-0000
FAX: (000) 000-0000
To the United States:
Xxxxxxx X. Xxxxx, Esq.
Director
Commercial Litigation Branch
Civil Division
United States Department of Justice
000 Xxxxxxxxxxxx Xxx., X.X.
Xxxxxxxxxx, X.X. 00000-0000
Telephone: (000) 000-0000
FAX: (000) 000-0000
at the above addresses, or as otherwise designated by notice. Notice
by personal delivery (messenger or otherwise) shall be effective upon
actual receipt. Notices by mail will be effective three (3) calendar
days after mailing. Notices by facsimile or FedEx will be effective
upon electronic verification of successful receipt or confirmation of
delivery by FedEx, respectively.
26. This Agreement shall be governed by the laws of the United
States. The parties agree that the exclusive jurisdiction and venue
for any dispute arising under this Agreement shall be the United
States District Court for the Middle District of North Carolina.
27. This Agreement may be executed in counterparts, each of
which shall constitute an original and all of which shall constitute
one and the same Agreement.
28. This Agreement is effective on the date signed by the last
signatory.
UNITED STATES OF AMERICA
By: /s/ XXXXXXXX X XXXXXXXX Dated: November 21, 1996
--------------------------- -----------------
XXXXXXXX X. XXXXXXXX
Civil Division
United States Department of Justice
By: /s/ XXXXX X. XXX Dated: November 20, 1996
--------------------------- -----------------
XXXXX X. XXX
Assistant United States Attorney
Southern District of California
By: /s/ XXXXXX X. XXXXXX Dated: November 21, 1996
---------------------------- -----------------
XXXXXX X. XXXXXX, XX.
United States Attorney
Middle District of North Carolina
By: /s/ XXXXX X. XXXXXXXXXXX Dated: November 20, 1996
---------------------------- -----------------
XXXXX X. XXXXXXXXXXX
Assistant United States Attorney
Southern District of New York
By: /s/ XXXXX X. XXXXXXXXX Dated: November 21, 1996
---------------------------- -----------------
XXXXX X. XXXXXXXXX
Assistant United States Attorney
Middle District of Pennsylvania
By: /s/ XXXXX XXXXXXXX Dated: November 20, 1996
---------------------------- -----------------
XXXXX XXXXXXXX
Assistant United States Attorney
District of New Mexico
By: /s/ XXXXX XXXXXX Dated: November 20, 1996
---------------------------- -----------------
XXXXX XXXXXX
Assistant United States Attorney
Eastern District of Virginia
By: /s/ XXXXX XXXXXX Dated: November 20, 1996
---------------------------- -----------------
XXXXX XXXXXX
Assistant Inspector General
Office of the Inspector General
U.S. Department of Health and Human Services
By: /s/ XXXX X. XXXXXXXX Dated: November 20, 1996
---------------------------- -----------------
XXXX X. XXXXXXXX
Assistant United States Attorney
District of Columbia
On Behalf of the Office of Personnel Management
Office of Inspector General
By: /s/ XXXXXX X. XXXXXX Dated: November 20, 1996
---------------------------- -----------------
XXXXXX X. XXXXXX
General Counsel
Office of CHAMPUS
LABORATORY CORPORATION OF AMERICA HOLDINGS,
LABORATORY CORPORATION OF AMERICA, ROCHE BIOMEDICAL
LABORATORIES, INC., NATIONAL HEALTH LABORATORIES, INC.,
AND ALLIED CLINICAL LABORATORIES, INC.
By: /s/ XXXXX X. XXXXXX, M.D. Dated: November 21, 1996
------------------------- -----------------
XXXXX X. XXXXXX, M.D.
President and Chief Executive Officer
By: /s/ XXXXXXXX X. XXXXX Dated: November 21, 1996
------------------------ -----------------
XXXXXXXX X. XXXXX, ESQ.
General Counsel
By: /s/ XXXXX X. XXXX, ESQ Dated: November 21, 1996
------------------------- -----------------
XXXXX X. XXXX, ESQ.
Xxxxx & Xxxxxxx L.L.P.
Counsel to Roche Biomedical Laboratories, Inc. and
Laboratory Corporation of America Holdings
By: /s/ XXX X. XXXXXXXXXX Dated: November 20, 1996
------------------------- -----------------
XXX X. XXXXXXXXXX, ESQ.
O'Melveny & Xxxxx
Counsel to Allied Clinical Laboratories, Inc. and
Laboratory Corporation of America Holdings
By: /s/ XXXXX XXXXXXXX, ESQ. Dated: November 21, 1996
------------------------- -----------------
XXXXX XXXXXXXX, ESQ.
Xxxxx & Xxxxxxx L.L.P.
Counsel to National Health Laboratories, Inc. and
Laboratory Corporation of America Holdings
RELATORS
By: /s/ XXXXXX X. XXXXXXXXX, M.D. Dated: November 20, 1996
----------------------------- -----------------
XXXXXX X. XXXXXXXXX, M.D.
By: /s/ XXXX XXXXXXX, ESQ. Dated: November 20, 1996
------------------------- -----------------
XXXX XXXXXXX, ESQ.
Getnick & Getnick
Counsel to Xxxxxx X. Xxxxxxxxx, M.D.
By: /s/ XXXXXXX ST. XXXX XXXXXXX, M.D. Dated November 20, 1996
---------------------------------- -----------------
XXXXXXX ST. XXXX XxXXXXX, M.D.
By: /s/ XXXXXXX PIZZA, ESQ. Dated: November 20, 1996
------------------------- -----------------
XXXXXXX PIZZA, ESQ.
Brook, Pizza & Van Loon, L.L.P.
Counsel to Xxxxxxx St. Xxxx XxXxxxx, M.D.
By: /s/ XXXXXXXX X. XXXXXXX Dated: November 20, 1996
------------------------- -----------------
XXXXXXXX X. XXXXXXX
By: /s/ XXXXXXX XXXXXX Dated: November 20, 1996
------------------------- -----------------
XXXXXXX XxXXXX, ESQ.
XXXXXXX X. XXXXXX, ESQ.
Counsel to Xxxxxxxx Xxxxxxx
By: /s/ XXXX X. XXXXX Dated: November 20, 1996
------------------------- -----------------
XXXX X. XXXXX
By: /s/ XXXXX X. XXXXXX, XX, ESQ. Dated: November 20, 1996
----------------------------- -----------------
XXXXX X. XXXXXX, XX., ESQ.
Counsel to Xxxx X. Xxxxx
