[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
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The arbitration decision shall be made by a single arbitrator, who has no conflicts, meets the standards of R-17 of the Rules with respect to impartiality and independence, and is chosen by mutual agreement of the Parties through the Arbitrator Appointment procedure set forth in D-6 of the Rules.
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The arbitrator shall have the power to independently calculate the [***] amount and to award compensatory damages to Progenity for any amount of [***] still owed by United; provided, however, that the arbitrator shall not have the power to amend this Agreement, award punitive or exemplary damages, or award damages in excess of the amount of the [***] still owed by United. The arbitrator shall not have the power to calculate any amounts, award any damages, or grant any other relief related to any benefit claims other than the [***].
5. No Other Payments. The Parties fully understand and are in agreement that the consideration paid pursuant to this Agreement, and subject to the conditions and terms expressly set forth herein, is in full and final satisfaction of all damages available to the Parties relating in any way to the Claims. Other than the Settlement Payments [***], neither Party will receive any further sums of money or other compensation of any kind from the other Party after the Effective Date related to the Claims. For purposes of clarity and notwithstanding anything to the contrary in this Agreement, United will process and pay in accordance with the members benefit plan, including applicable United reimbursement policies, and the applicable terms and conditions of this Agreement (for example, Section 3 above with respect to benefit claims relating to dates of service on or after the date on which the CAP takes effect) (a) any benefit claims initially submitted to United by Progenity (that is, not including any corrected claims or other resubmissions) on or after the Effective Date of this Agreement regardless of the date of service; and (b) any benefit claims submitted to United by Progenity prior to the Effective Date of this Agreement with a date of service on or after [***].
6. Expenses. All Parties are fully responsible for their own fees and costs incurred in connection with this Agreement, including taxable court costs, fees, expenses, attorneys fees, and all other expenses arising out of this Agreement.
7. General Release. Upon the Effective Date, except with respect to any rights, obligations or duties arising out of this Agreement, and in consideration of the Settlement Payments and promises set forth herein, each Party hereby releases, acquits, and discharges the other Party, and their past and present officers, directors, employees, shareholders, members, parents, representatives, agents, successors, and assigns, and all persons acting by or through either Party (collectively, the Releasees) of and from any and all charges, complaints, lawsuits, actions, causes of action, suits, debts, obligations, liabilities, expenses, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether known or unknown, either at law, in equity, or mixed, that the Parties or their successors and assigns ever had, could have had, or now have against the Releasees, or any of them, arising out of any matter or thing that has happened before the signing of this Agreement, including, without limitation, those Claims expressly asserted by the Parties and those arising out of or relating to the facts, circumstances, or occurrences concerning those Claims.