In re: Progenity
July 2, 2020
Page 2 of 5
attached hereto as Appendix A and incorporated by reference into this Agreement, and that the facts described in Appendix A are true and accurate. Progenity also admits, accepts, and acknowledges that the facts described in Attachment A implicate Title 18, United States Code, Section 1347. Progenity expressly agrees that it shall not, through present or future attorneys, officers, directors, employees, agents or any other person authorized to speak for Progenity, make any public statement, in litigation or otherwise, contradicting the acceptance of responsibility by the Progenity set forth above or the facts described in the Statement of Facts attached hereto as Appendix A. It is further understood that Progenity and the Office may disclose this Agreement to the public. Progenity agrees that if it issues a press release or holds any press conference in connection with this Agreement, the Progenity shall first consult the Office to determine (a) whether the text of the release or proposed statements at the press conference are true and accurate with respect to matters between the Office and the Progenity; and (b) whether the Office has any objection to the release.
This Agreement shall have a term of 12 months from the date this Agreement is executed by all parties (Term). For the Term of the Agreement, Progenity shall: (a) commit no crimes whatsoever; (b) truthfully and completely disclose relevant information with respect to the activities of Progenity, its officers and employees, and others concerning all matters, relating to the conduct described in Appendix A, about which this Office inquires of it, which information can be used for any purpose, except as otherwise limited in this Agreement; and (c) bring to this Offices attention all criminal conduct by, or criminal investigations of, Progenity or any of its employees that could bind Progenity and that comes to the attention of Progenity or its senior management, as well as any administrative proceeding or civil action brought by any governmental authority that alleges fraud by Progenity. The parties agree that, during the Term, the Office may unilaterally, upon notice to Progenity, extend the Term of the Agreement in 6-month increments, for a maximum total Term of 24 months (that is, two 6-month extensions).
Until the date upon which all investigations and prosecutions arising out of the conduct described in this Agreement are concluded, whether or not they are concluded within the Term specified in the preceding paragraph, Progenity shall: (a) cooperate fully with this Office, the Federal Bureau of Investigation, the Defense Criminal Investigative Service, and any other law enforcement agency designated by this Office, in connection with any investigation related to the matters described in Appendix A; (b) use its best efforts promptly to secure the attendance and truthful statements or testimony of any officer, agent or employee at any meeting or interview or before the grand jury or at any trial or other court proceeding as requested by this Office; and (c) provide this Office, upon request, all relevant information, documents, records, or other tangible evidence about which this Office or any designated law enforcement agency inquires. Cooperation pursuant to this Paragraph is subject to applicable law and regulations, and does not require the Company to waive any valid claims of attorney-client privilege or attorney work product doctrine.
As a further condition of this Agreement, Progenity agrees to pay restitution to TRICARE and the Federal Employee Health Care Employee Benefits Program (FEHBP). The amount of restitution to TRICARE and FEHBP that shall satisfy this Agreement shall be the amount set forth in the settlement agreement between Progenity and the Civil Division of this Office, that is, $7,955,437 as to TRICARE, and $2,032,256 as to FEHBP. The parties agree that Progenitys payment of that settlement amount shall be wholly credited against the restitution amount required