(Agreement) is entered into by and among the United - BNA

SETTLEMENT AGREEMENTI. PARTIESThis Settlement Agreement (Agreement) is entered into by and among the United Statesof America, acting through the United States Department of Justice (United States); RushUniversi.ty Medical Center (Rush); and relators June Beecham (Beecham) and Robert Goldberg,M.D. (Goldberg) (collectively, "Relators"). All of above shall be collectively referred to as atheParties,"Ii. PREAMBLEAs a preamble to this Agreement, the Parties agree to the following:A. Rush is a not-for-profit academic medical center with its prine.ipal place ofbusiness in Chicago,. Illinois,Beecham was employed in Rush’s Department of Property Management from¯ 1996 to2003.C.Goldberg is a physician who has been practicing in Rush’s OrthopaedicsDepartment since 1995..D. 0n July 12, 2004, Relators flied a a.qi tam action in the United States DistrictCourt for the Northern District of Illinois captioned United States ex rel. June Beecham andRobert Goldberg,..M.D.v. Rush University Medical Center, et al,, Civil Action.No, 04C 4584.On September 6, 2005, Relators flied a First Amended Complaint. On June 8, 2006, Relatorsfiled a Second Amended Complaint (collectively,. withthe original complaint and the. FirstAmended Complaint, the "CiviI Action"). Relators allege, inter atria, that Rush hadimpermissibie finarieia! relationships with certain physicians in the.f0rm of certain rent¯ ~ettlement .qgreement by and ~etween theUnited State~ and Rush Universi~ Medical Center

concessions on office space leased to those physicians, in violation of Federal law.E. Rush submitted or caused to be submitted elaims for payment to the MedicareProgram .(Medicare), Title XVIII of the Social Security Act, 42 U.S.C. §§ 1395-1395hhh, andthe. Medicaid Program (Medicaid), 42 U.S.C. §§ 1396-1396v..F.The United States contends that it has certain civil qlaims, as specified inParagraph 2, below, against Rush for submitting false claims to Medicare and Medicaid for~patient services referred, ordered or arranged by eertaha physicians and/or physician practicegroups who had certain rental or other eompensation arrangements with Rush that did not meetan exception under Section 1877 of the Social Security Act ("SSA"), 42 U.S.C. § 1395rm (the"Stark Law"), as follows (hereiaai~ter the "Covered Cond~tet"): 1) during the period 1997through 2002, compensation in the form of a personal services agreement and certainoncessions concerning the collection of rent and related charges for office space by Rush to acertain obstetrieia.u/gynecologist who vacated his of-flee space at Rush in2000; 2) during theperiod 1999 through 2006, compensation in the form of certain concessions concerning thecollection of rent and related charges for office.space by Rush to a eer~aln internal medicinegroup and a certain solo practitioner obstetrician/gynecologist; and, 3) during.the period 2001through.2007, the failure to. have wrltten~ fully-e×eeuted.leases with a certain solo practitionerobstetrician/gynecologist, a certain urology group, and a certain neurosurgery group and thefailure to collect rent in a timely, and consistent manner. The. United States contends that suchclaims were false because: (a) the Stark Law prohibited Rush from billing Medicare for"designated health services" referred or ordered by physicians with whom it had financialrelationships that did not qualify for ma exception from the Stark Law’.s referral ban; and, (b)Seill~men[ Agr~em~nt by and between, theUnited States and Rush Untverstt~ Medical C~nter -2-

Rush was required to and did certify on cost reports submitted to fisc!! intermediaries for theapplicable fiscal years that items .and services identified or summarized in each cost report werenot provided, procured or billed in violation of federal law.G. Rush denies the contentions of the United States in Paragraph F and denies anywrongful conduct in connection with the allegations in the. Civil Action. Rush denies that it hasentered into any unlawful financial arrangements with physicians or physician practices inconnection with space rental arrangements in violation of the physician seIf-referml laws.H., The United States also contends that it has certain administrative claims againstRush for engaging in the Covered Conduct.1. This Agreement is neither an admission of liability by Rush nor a concession bythe United States that its claims are not well founded. "J. To avoid the delay, uncertainty, inconvenience, and expense of protractedlitigation of the above claims, the Parties reach a settlement pursuant to the Terms andConditions below.IH. TERMS AND CONDITIONS.1. Rush agrees to pay the United States $ !,547,200 (one million five hundred fortyseven thousand two hunted dollars and no/cents) (the "Settlement Amount’S), plus interest .at therate of 3% per annum from November 20, 2009,. until the day before payment in full is made.The Settlement Amount shall be paid as follows:a. Rush agrees to pay the full Settlement Amount to the United ~tates byelectronic funds transfer pursuant to written instructions to be provided by the United StatesDepartment of Justice. Rush agrees to make this electronic .funds traiasfer no later than 7 (seven)Sett!em~nt Agreement by and b~tw~n thgUnited State~ and Rush Univarslty Medical Center

days after the Effective Date of thisAgreement,b. ~ontingent upon the Urn’ted States receiving the Settlement Amount from Rush,and as soon as feasible after receipt, the United States agrees to pay $270,760.00 (two hundredseventy thousand~ .seven hundred and sixty dollars and no/cents) to the Goldberg Kohn ClientTrust Account by electronic funds transfer ~ the relators’ share of the proceeds pursuant to 31U.S.C. § 3730(d)(1).2. Subject to the exceptions in Paragraph 5 (concerning excluded e!aims), below, ineomideration ofthe obligations of Rush inthis Agreemeng conditioned upon Rush’s payment inflail of the Settlement Amount, the United States (on behalf of itself, its officers, agents,agencies, and departments) agrees to release Rush, together with its current and former ~ffieers,directors, trustees, employees, servants, and agents, and the successors, and assigns of any ofthem, individually or collectively, from any civil or administrative monetary claim the UnitedStates has or may have for the Covered Conduct under the False Claims Act, 31 U.S.C. §§ 3729-3733; the Civil Monetary Penalti~ Law, 42 U.S~C. § 1320a-Ta; the civil money penaltyprovisions of the Stark Law, 42 U.S.C. § 1395nn (g)(3)and (g)(4); the Program Fraud Civil.Remedies Act, 31 U.S.C. §~ 3801-3812; or the common law theories of payment by mistake,unjust enrichment and fraud.3. In consideration of the obligations of Rush in tiffs Agreement, conditioned uponRush’s payment in full of the Settlement Amount and any attorneys’ fees, expenses and coststhat it is determined by Rush and the Relators or the Court.is owed pursuant to 3i U.S.C,§ 3730(d) or 740 ILCS 175/4, Relators, for themselves .and for their respective heirs, successors,attorneys, agents, and assigns, agree to release Rush, together with its current.an.d formerUalted~tate~ and Ru~h Unlverstt~ Medical Center

Except as explicitly stated in this Agreement~ any’administrative liability,including permissive and/or mandatory exclusion from Federal health care programs;d. Any liability to the United States (or its agencies) for any conduct Otherthan the Covered Conduct;Any liability based upon such obligations as are created by thisAgreement;£ Any liability for express or implied warranty claims.or other claims fordefective or deficient products or .services; including quality of goods and services;g. Any liability for personal injury or property damage or for otherconsequential damages arising from the Covered Conduct; andh. Any liability for failure to deliver goods or services due.6. Relators and their heirs, successors, attorneys, agents, and assigns agree not toobject to this Agreement and agree and eonftrm that this Agreement is fair, adequate, andreasonable under all the circumstances, pursuant to 31 U.S.C. § 3730(c)(2)~) and,.eonditionedupon. receipt of Relator.s’ share payment .set forth in Paragraph 1.b,. above, Relators, forthemselves individually, and for their heirs, successors, agents, and assigns, fully and finallyrelease, waive, and forever discharge the United States, its of-fleers, agents~ and employees, from(a) any claims arising from or relating to 31 U.S.C. § 3730 orthe filing of the Civil Actionexcept for any claims the Relato~:s may have under 31 U.8.C. § 3730(d) for a share of any futurerecoveries; and (b) any other claims for a share of the Settlement Amount or under thisAgreement. This Agreement does not resolve or in any manner afleet any claims the UnitedSettlement Agreement by.trod between theUnited States and Rush Untversi~ Medtcttl Center -6-

States has or may have against Relators arising under Title 26, U.S, Code (Internal RevenueCode), or any elaims arising under this Agreement.7. Rush waives and sha!l not assert any defenses Rush may have to any criminalprosecution or administrative action relating to the Covered Conduct that may be based in wholeor in part on a contention that, under the Double Jeopardy Clause in the Fifth Amendment of theConstitution, or under the Excessive Fines Clause in the Eighth Amendment oft.he Constitution,this Agreement bars a remedy sought in such c~inai prosecution or administrative action. "Nothing in this paragraph or any other.provision of this Agreement constitutes an agreement bythe United States concerning the eharaeterizatior~ of the Settlement Amount for purposes of theInternal Revenue laws, Title 26 of the United States Code.8. Rush fully md finally releases the United States, its agencies, employees,servants, and agents from any claims 0neluding attorney’s fees, eosts~ and expenses of everykind and however denominated) that Rush has asserted, could have asserted, or may assert in thefuture against the United States, its agencies, employees, servants, and agents, related to theCovered Conduct and the United States’ investigation and prosecution thereo~9. The Settlement Amount shall not be decreased as a result oft he denial of claimsfor payment now being Withheld from payment by. my Medicare Carrier or intermediary or anystate payer, related to the Covered Conduct; and Rush is not to resubmit to any Medicare carrieror intermediary or any state payer any pre?ciously denied claims .related to the Cwcere.d Conduct,and agrees not to appeal any such denials of claims.10. Rush agrees to the following:Settlem.~nt Agreement b3t and between theUntted States ~d Rush U~verslt, l~ Medical Center -7-

a. Una~1owable Costs Defined: that all costs (as defined in the FederalAcquisition Regulation, 48 C.F.R. § 31.205-~17; and in Titles XVIII and XIX of the SocialSecurity Act, 42 U.S.C. §§ 1395-1395hlfla and 1396-1396v; and the regulations and officialprogram directives promulgated thereunder) incurred by or on behalf of Rush, its presem orformer officers, directors, employees, shareho/ders, and agents in connection with the followingshall be "Unallowable Costs" on government contracts, and under We Medicare Program,Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program(FEHBP):(1) the matters covered by this Agreement;(2) the United States’ audlt(s) and civiI investigation(s) of the matterscovered by this Agreement;(3) Rush’s investigation, defense, and corrective actions undertaken inresponse to the United States’ audit(s) and civil investigation(s) inconnection with the matters covered by this Agreement (includln.gattomey’s fees);(4) the negotiation and performance of this Agreement; and(5) the payment Rush makes to the United States pursuant to this.Agreement and any payments that Rush may make to Relators,including costs and attorneys fees.(All costs described or set forth in this Paragraph 10.a. are hereafter "Unallowable Costs.")19. Future Treatment 0f.Unali0wable Costs.: These Unallowable Costs shallbe separately detemxined and accounted for in nortreimbursable cost eeaters "by Rush and RushSettlement,4gr~ement by and b¢t~veen theUnited State~ and.Rush UniversiO~ Medical Center

Peragraph) on Rush or any of its subsidim’ies or a~fldates’ cost reports, cost statements, orinformation reports.d. Nothing in this Agreement sh~l constitute a waiver of the rights of theUnited States to audit, examine,, or re-examine Rush’s books and records to determine that noUnallowable Costs have been claimed in accordance .with the provisions of this Parag.raph.11. This. Agreement is .intended to be. for the benefit of the Parties only. The Partiesdo not release any claims against any other person or entity, except to the extentprovided for inParagraph 12 (waiver for beneficiaries paragraph), below.12. Rush agrees that it waives and sh~l not seek payment for any of’the health carebillings covered by this Agreement from any health care beneficiaries or their parents, sponsors,legally responsible individuals, or thirdparty payors based upon the claims defined as CoveredConduct.13. Rush warrants that it has reviewed its .financial situation and that it currently issolvent within the meaning of 11 U.S.C. §§ 547(b)(3) and 548(a)(1)03)(ii)(I), and shall remainsolvent following payment to .the United States of the Settlement.Amount. Further, the Partieswarrant that,, in evaluating whether to e×eeute this Agreement, they (a) have intended that themutual promises, covenants, and obligations set forth constitute a contemporaneous exchange fornew value given to Rushwithin the meaning of 11 U.S.C. § 547(e)(!); and (b) conclude thatthese mutual promises, covenants, and obligations do, in fact, constitute such a contemporaneousexchange. Further, the Parties warrant that the muttml promises,, covenants, and obligations setforth herein are intended to and do, in fact, represent a reasonably equivalent exchange of valuethat is not intended to hinder, delay, or defraud any entity to which Rush was or became indebtedSettleraent Agreement bY and between tl~e

tO on or after the date of this transfer, Within the meaning of 11 U.S.C..§ 548(a)(1).14. Upon receipt of the payments described in Paragraph 1, above, the United Statesand Relators shall promptly sign and file in the Civil Action a JointStipulation of PaxtialDismissal with prejudice offl~e Covered Conduct pursuant to the terms of this Agreement.i 5. Except as expressly provided to the Contrary in Paragraph 4, above, each Partyshall bear its o’~¢a legal and other costs incurredin connection with this. matter~ including thepreparation and performance of this Agreement.1.6. Rush iepresents that this Agreement is freely and voluntarily entered into withoutany degree of duress or compulsion whatsoever.17. Relators represent that this Agreemen~ is freely and voluntarily entered intowithout any degree of duress or compulsion whatsoever.18. This Agreement is governed by. the laws of the United States. The Parties agreethat the exclusive jurisdiction and venue for any dispute arising between and among the Partiesunder this Agreement is the United States District Court for the Northern DiStrict of Illinois.19. For purposes of construction, this Agreement shall be deemed m have beendrafted by all .Parties tO tlfis Agreement and shall not, therefore, be construed against any Partyfor that reason in-any subsequent dispute..20. This Agreement constitutes the complete agreement between the Parties. ThisAgreement may. not be amended except by written consent of the Parties.21. Theindividua!s signing this Agreement on behalf of Rush represent and warrantthat they are authorized by Rush to execute this Agreement. The individual(s) signing thisAgreemen~ on behalf of Relators represent and warrant that they are authorized by Relators toUnited States.and Rush University M~di~al Center -11-

execute this Agreement, The United States signatories represent that they are signing thisAgreement in their official capacities and that they are authorized to execute this Agreement.22. This Agreement may be executed in counterparts, each of which eonstRutes anoriginal and all of which eonstRute one and the same Agreement,23. This Agreement is binding on Rush’s successors, transferees, heirs, and assigns.24. This Agreement is binding on Relators’ successors, transferees, heirs, and assigns.25. All parties consent to the United States’ disclosure o.f this Agreement, andinformation about this Agreement, to the public.26. This Agreement is effective on the date of signature of the last signatoryto the ’.Agreement (Effective Date of this Agreement). Facsimiles of signatures shall constituteacceptable, binding signatures for purposes of this Agreement.THE UNITED STATES OF AMERICA)WERTrizCommercial Litigation BranchCivil DivisionUnited States Department of JusticeSetll~mcnt Agreement bY ~tnd.between the.United States and Rush Unlver~tO~,Medi~l Centar - 12-

RUSH UNIVBI~ITY MEDI, CAL CENTER - DBFENDANTDATED:BY:P~USH UNIVERSITY MEDICAL, CENTERSI-I~LDON T. ZBNNBRLAURA IG~IDAN MARTINKatten Mu=hin.Rosenman LLP525 W, Monroe StreetChicago, IL 60661(Counsel for Rush University Medical Center)

RBLATORSDATBD:BY:ROBBRTGOLDBBRG~M.D.DATED:I~P~D.,BRICK H. COHBNA. COLIN WI~XLEK ¯Goldbsrg Kohn55 E. Monroe 8tmot, Suite 3300Chicago,.IL 60603(Ceunsel for R~lators)DATBD:BY:CHRISTOPHER. N. MAMMELChildress Duffy ~3oldbl~tt, Ltd,515 N. State S~re~.t, Suite 2200Chicago, IL 60654(Counsel for Relators)

DATED:BY:DATED:ROBERT G~OL-DBERG,DATED:"BY:~ ~.~RI~K H. COHENA. COLIN V~LER(~old~rg Kolm55 B. Mo~e S~ S~te 3300~c~o, ~ 60603(Couas~l for Relators)DATED:BY:CHRISTOPHER N. MAMMELCbildress Duffy Ooldbl.at~, L~I.515 N. SCats b-~rce.t, Suits 2200Chicago, IL 60654for Rela~0rs)~ettlemznt Agreement by wad bet~ve~n theUnfted’~tates and l~!~h Univer~ Medical ~e.ter

RELATORSDATED:BY:/UNE BEECHAMDATED:BY:ROBERT GOLDBERG, M.D.DATED:BY:(Counsel for Relators)BY:CIIRISTOPHKK N. MAMMELChildre~s Dully Ooldbl.att, Ltd.515 N. St~t~ Sh~ Suite 2200Chicago, I~ 60654(Counsel for R~lators)"Settleme.t Agreemenl b2.and behvee.United’Xtatez and l~u~h U.[ver~l~ Medlr:a! Ce.’~r -14"