The State of Nevada by its Attorney General Catherine Cortez Masto v. Renown Health

Filing 7

FINAL JUDGMENT. Signed by Judge Larry R. Hicks on 8/10/2012. (Copies have been distributed pursuant to the NEF - DRM)

IN THE UNITED STATES DISTRICT COURT
DISTRICT OF NEVADA

THE STATE OF NEVADA by its ATTORNEY
GENERAL CATHERINE CORTEZ MASTO
Plaintiff,

Case No.: 3:12-cv-00409
FINAL JUDGMENT

v.
RENOWN HEALTH
Defendant.
WHEREAS, Plaintiff State of Nevada, through its Attorney General, after initiating
an investigation of the acquisition of Reno Heart Physicians by Defendant Renown
Health (“Renown Health”) filed a Complaint alleging violations of Section 7 of the
Clayton Act, 15 U.S.C. § 18, and the Nevada Unfair Trade Practices Act, NRS 598A et
seq.;
AND WHEREAS, Renown Health agrees that this Court has jurisdiction over it
and the subject matter in this action;
AND WHEREAS, the Parties, through their attorneys, have consented to the
entry of this Final Judgment (“Judgment”) without trial or adjudication of any issue of
fact or law and without this Judgment constituting any evidence against or admission by
any party regarding any issue of fact or law;
AND WHEREAS, Renown Health agrees to be bound by the provisions of this
Judgment pending its approval by the Court and thereafter;

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AND WHEREAS, Renown Health has agreed to similar orders with the Federal
Trade Commission in a Related Action (defined herein) to address the allegations set
forth by Plaintiff in its Complaint;
NOW THEREFORE, before any testimony is taken, without trial or adjudication of
any issue of fact or law, without any admission or finding of wrongdoing or violation of
any law, and upon consent of the Parties, it is ORDERED, ADJUDGED, AND
DECREED:
JURISDICTION
1. This Court has jurisdiction over the subject matter of, and each of the Parties to, this
action. The Complaint states a claim upon which relief may be granted against
Renown Health under Section 7 of the Clayton Act, 15 U.S.C. § 18, and under NRS
598A.060(1)(f), alleged in the Complaint as a pendent state claim.
2. Renown Health is a non-profit corporation organized, existing, and doing business
under and by virtue of the laws of the State of Nevada with its office and principal
place of business located at 1155 Mill Street, Reno, Nevada 89502.
DEFINITIONS
As used in this Judgment, the following definitions apply:
3. “Acceptable Termination” means any termination of employment with Renown
Health resulting from (1) a Termination Notification which, upon consultation
between the Monitor and Plaintiff, is submitted, after the Federal Trade
Commission’s Decision and Order in the Related Action becomes final, to Renown
Health by the Monitor, or (2) Renown Health notifying the Monitor that a Cardiologist
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Employee is otherwise leaving employment with Renown Health with the intention of
Participating in a Reno Cardiology Practice for a period of at least one year and the
Monitor consulting with Plaintiff regarding such notice.
4. “Antitrust Compliance Program” means the program to ensure compliance with this
Judgment and the Antitrust Laws, pursuant to Paragraph 53.
5. “Antitrust Laws” means the Nevada Unfair Trade Practice Act, NRS 598A et. seq.,
the Sherman Act, 15 U.S.C. § 1 et. seq., and the Clayton Act, 15 U.S.C. § 12 et.
seq.
6. “Cardiologist Employee” means a Physician who provides Cardiology Services in the
Reno/Sparks Geographic Area as an employee of Renown Health and who, prior to
providing Contract Services for Renown Health, offered Cardiology Services as a
Participant in SNCA or as a Participant in Reno Heart.
7. “Cardiology Services” means medical professional services in general cardiology
(e.g., medical management of heart and vascular conditions), invasive cardiology
(e.g., cardiac catheterizations), interventional cardiology (e.g., angioplasty,
placement of stents), and electrophysiology (e.g., placement of pacemakers and
defibrillators); provided, however, Cardiology Services does not include services
provided to pediatric patients or services provided by cardiac surgeons.
8. “Contract Services” means any service performed pursuant to any Employment
Agreement between Renown Health and a Cardiologist Employee.
9. “Employment Agreement” means, as applicable to the Cardiologist Employee, either
an employment agreement between Renown Health and a Participant in SNCA
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entered into on or around November 24, 2010, or an employment agreement
between Renown Health and a Participant in Reno Heart Physicians entered into on
or around March 17, 2011.
10. “Executive and Cardiology Staff” means at least the Directors on the Board of
Directors for Renown Health; the Directors on the Board of Directors for the Nevada
Heart Institute; the President and/or Chief Executive Officer for Renown Health and
any employees that directly report to him or her or who are members of the
President’s Council; the Chief Financial Officer for Renown Health; the CFO
Affiliates for Renown Health (or similar Person who supervises the Nevada Heart
Institute and NHI-1, Inc.) and any employees that directly report to him or her or who
set the policy, scope, and manner in which the Nevada Heart Institute offers
Cardiology Services; the General Counsel for Renown Health; and Cardiologist
Employees or other employed cardiologists for Renown Health.
11. “In-Person Training” means any educational session, seminar, or other meeting
whereby individuals participate on a face-to-face basis, through a live videoconference feed, or an online interactive program as part of the Antitrust Compliance
Program.
12. “Monitor” means the Person appointed to act as monitor by Plaintiff (in consultation
with the Federal Trade Commission) pursuant to Paragraphs 38 to 44.
13. “Nevada Heart Institute” means Nevada Heart Institute, Inc., a non-profit corporation
and an affiliate of Renown Health that uses or used any of the following trade or
doing business as names: Nevada Heart Institute, Renown Institute for Heart and
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Vascular Health, Reno Heart Physicians, Sierra Nevada Cardiology Associates; its
directors, officers, employees, agents, representatives, successors, and assigns;
and its joint ventures, subsidiaries, divisions, groups and affiliates controlled by it.
14. “NHI-1, Inc.” means NHI-1, Inc., a non-profit corporation and an affiliate of Renown
Health that uses or used any of the following trade or doing business as names:
Nevada Heart Institute, Reno Heart Physicians, Renown Institute for Heart and
Vascular Health; its directors, officers, employees, agents, representatives,
successors, and assigns; and its joint ventures, subsidiaries, divisions, groups and
affiliates controlled by it.
15. “Participate” in an entity or an arrangement means (1) to be a partner, joint venturer,
shareholder, owner, member, or employee of such entity or arrangement, or (2) to
provide services, agree to provide services, or offer to provide services through such
entity or arrangement. This definition applies to all tenses and forms of the word
“participate,” including but not limited to, “participating,” participated,” “participation,”
and “participant.”
16. “Payer” means any Person that pays, or arranges for the payment, for all or any part
of any physician services for itself or for any other Person, as well as any Person
that develops, leases, or sells access to networks of physicians.
17. “Person” means any natural person or artificial person, including, but not limited to,
any corporation, unincorporated entity, or government entity. For the purpose of this
Judgment, any corporation includes the subsidiaries, divisions, groups, and affiliates
controlled by it.
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18. “Physician” means a doctor of allopathic medicine (“M.D.”) or a doctor of osteopathic
medicine (“D.O.”).
19. “Related Action” means the Federal Trade Commission’s investigation of the
acquisition by Renown Health of Reno Heart Physicians and its employment of most
Reno Heart cardiologists, and subsequent action, In the Matter of Renown Health,
pursuant to its administrative process against Renown Health resulting in an Order
to Suspend Enforcement of Renown Non-Compete and a Decision and Order.
20. “Relating To” means pertaining in any way to, and is not limited to that which
pertains exclusively to or primarily to. This definition applies to all tenses and forms
of the word “relate to,” including but not limited to, “relates to,” and “related to.”
21. “Release Period" means the period of time beginning on the date the Federal Trade
Commission’s Decision and Order in the Related Action becomes final and ending
thirty (30) days from the date the Federal Trade Commission’s Decision and Order in
the Related Action becomes final.
22. “Reno Cardiology Practice” means Cardiology Services offered in the Reno/Sparks
Geographic Area by a cardiologist Participating in a medical practice or in an
employment arrangement, excluding that of a Cardiologist Employee.
23. “Reno Heart Physicians” or “Reno Heart” means the professional corporation
formerly known as Berndt, Chaney-Roberts, Davee, Ganchan, Ichino, Juneau,
Noble, Seher, Smith, Swackhamer, Thompson, Williamson and Zebrack, Ltd. doing
business as Reno Heart Physicians.

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24. “Reno/Sparks Geographic Area” means the Reno/Sparks Metropolitan Statistical
Area, as defined by the United States Office of Management and Budget, consisting
of Washoe and Storey Counties.
25. “Renown Health” means Defendant Renown Health, its directors, officers,
employees, agents, representatives, successors, and assigns; and its joint ventures,
subsidiaries, divisions, groups and affiliates controlled by it, including but not limited
to the Nevada Heart Institute and NHI-1, Inc., and the respective directors, officers,
employees, agents, representatives, successors, and assigns of each.
26. “Renown Non-Compete Provisions” means, (1) with respect to the Share Purchase
Agreement (i) Sections 10.5 as it relates to disclosing the identities of and
communicating with patients treated by a Cardiologist Employee; and (ii) Section
10.7(a) as it relates to interfering with relationships between Renown Health and
patients treated by a Cardiologist Employee; (iii) Sections 10.6, 10.7(b)-(d), 10.8,
10.9, 10.12, 10.15, and Exhibit A (Additional Breach Damages - Article 10) as such
action under (i), (ii) or (iii) relates to a Cardiologist Employee Participating in a Reno
Cardiology Practice pursuant to an Acceptable Termination; and (2) with respect to
any Employment Agreement between Renown Health and any Cardiologist
Employee, (i) Sections 7.5 and 11 as they relate to disclosing the identities of and
communicating with patients treated by a Cardiologist Employee; (ii) Section 7.7(a)
as it relates to interfering with relationships between Renown Health and patients
treated by a Cardiologist Employee; (iii) Sections 7.6, 7.7(b)-(d), 7.8, 7.9, 7.12, 7.15,
10.4, and Exhibit C as such action under (i), (ii), or (iii) relates to a Cardiologist
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Employee Participating in a Reno Cardiology Practice pursuant to an Acceptable
Termination.
27. “Separation Agreement” and “Separation Agreements” mean any agreement
Related To terms by which a Cardiologist Employee terminates his or her Contract
Services. Provided, however, a Separation Agreement shall not include (1) any
agreement between Renown Health and such Cardiologist Employee to Participate
in a Reno Cardiology Practice for a period of at least a year; or (2) any agreement by
Renown Health to provide support to such Cardiologist Employee to Participate in a
Reno Cardiology Practice.
28. “Share Purchase Agreements” means any share purchase agreements entered into
between Renown Health and SNCA, or any of SNCA’s members, in or around
December 2010, and any share purchase agreement entered into between Renown
Health and Reno Heart Physicians, or any of its members, in or around March 2011.
29. “Suspension Period” means the period from the date the Federal Trade
Commission’s Order to Suspend Enforcement in the Related Action becomes final
until the Termination Date.
30. “SNCA” means Sierra Nevada Cardiology Associates, the professional corporation
formerly known as Arger, DiPaolo, Drummer, Fuller, Newmark & Spring doing
business as Sierra Nevada Cardiology Associates.
31. “Termination Date” means the date on which the Federal Trade Commission’s
Decision and Order in the Related Action becomes final, or on the date Renown

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Health receives notice from the Federal Trade Commission that a Decision and
Order will not be issued in the Related Action.
32. “Termination Notification” means (1) written notification submitted to the Monitor by a
Cardiologist Employee of that employee’s intention to terminate his or her Employee
Agreement and intention to Participate in a Reno Cardiology Practice for a period of
at least one year after such termination, or (2) independent determination by the
Monitor that a Cardiologist Employee intends to Participate in a Reno Cardiology
Practice for a least one year after such termination.
CARDIOLOGY SERVICES CONDUCT TERMS
33. Renown Health shall:
a. Not enforce any of the Renown Non-Compete Provisions against any
Cardiologist Employee for any activity that Cardiologist Employee engaged in
during the Suspension Period through the Release Period that Relates To
providing Termination Notification; provided, however, that this Paragraph 33(a)
does not prohibit Renown Health from enforcing any of the Renown NonCompete Provisions against any Cardiologist Employee who terminates Contract
Services prior to the Release Period;
b. For each Termination Notification that is (1) submitted during the Release Period
and (2) received by Renown Health as an Acceptable Termination, terminate
Contract Services of the Cardiologist Employee who submitted that Termination
Notification, and allow that Cardiologist Employee to leave Renown Health’s

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employment on or before sixty (60) days of Renown Health’s receipt of such
notification from the Monitor;
c. For any activity Related To this Paragraph 33, waive all rights to seek or obtain
legal or equitable relief for breach of contract for violation by any Cardiologist
Employee of any of the Renown Non-Compete Provisions; and
d. Not take any other action to discourage, impede, or otherwise prevent any
Cardiologist Employee from terminating Contract Services pursuant to this
Paragraph 33.
PROVIDED, HOWEVER, upon receipt by Plaintiff of Renown Health’s Paragraph
52 verified report of Acceptable Termination by ten (10) Cardiologist Employees, the
Release Period shall end. Provided further that, if during the Release Period there are
more than ten (10) Acceptable Terminations, the Monitor, after consultation with
Plaintiff, shall forward to Renown Health the first ten (10) such notifications received by
the Monitor and shall not reveal the identity of any of the additional Cardiologist
Employees who submitted Termination Notifications.
34. If after the expiration of the Release Period, Renown Health has not received
Acceptable Termination for at least six (6) Cardiologist Employees, then until receipt
by Plaintiff of Renown Health’s Paragraph 52 verified report of Acceptable
Termination by six (6) Cardiologist Employees, Renown Health shall:
a. Not enforce, directly or indirectly, the Renown Non-Compete Provisions against
any Cardiologist Employee seeking to provide Termination Notification;

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b. Upon Acceptable Termination of any Cardiologist Employee, terminate Contract
Services of each such Cardiologist Employee and allow that cardiologist to leave
Renown Health’s employment on or before ninety (90) days from the date such
notification was received;
c. For any activity Related To this Paragraph 34, waive all rights to seek or obtain
legal or equitable relief for breach of contract for violation by any Cardiologist
Employee of any of the Renown Non-Compete Provisions; and
d. Not take any other action to discourage, impede, or otherwise prevent any
Cardiologist Employee from terminating Contract Services pursuant to this
Paragraph 34.
35. With respect to each Cardiologist Employee who terminates his or her Contract
Services pursuant to Paragraphs 33 or 34 of this Judgment, Renown Health shall
not:
a. Offer any incentive to such Cardiologist Employee to decline to provide
Cardiology Services in a Reno Cardiology Practice;
b. Enforce any provision of such Cardiologist Employee’s Employment Agreement
that would prevent that cardiologist from informing patients treated by that
cardiologist of his or her new Reno Cardiology Practice and providing Cardiology
Services to those patients;
c. Enforce any of the Renown Non-Compete Provisions for any activity Relating To
terminating Contract Services;

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d. Require any Cardiologist Employee, prior to terminating his or her Contract
Services to enter into a Separation Agreement, including but not limited to any
agreement to provide any payment to Renown Health;
e. Prevent, impede, or otherwise interfere with the provision of Cardiology Services
by such Cardiologist Employee; provided however, that nothing in this Paragraph
35(e) shall require Renown Health to include any cardiologist in Renown Health’s
emergency room call panel, in the provider network of any health plan, network,
or provider organization or to compensate any cardiologist for providing
professional services to Renown Health or to its patients or its contractors
beyond any requirement contained in Paragraph 36;
f. For a period of three (3) years from the date the Federal Trade Commission’s
Decision and Order in the Related Action becomes final deny, terminate or
suspend medical staff privileges, or reduce or change medical staff membership
status, of such Cardiologist Employee based solely on the status of that
cardiologist’s employment or lack of employment by Renown Health. Provided,
however, that Renown Health may deny, terminate or suspend a cardiologist’s
medical staff privileges, or reduce or change medical staff membership status,
due to (a) quality or patient safety determinations; or (b) violations by the
cardiologist of facility rules and regulations or standards of conduct that apply to
all medical staff members; and
g. For a period of two (2) years from the date such Cardiologist Employee
terminates his or her Contract Services, directly or indirectly, solicit, induce, or
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attempt to solicit or induce the employment of such Cardiologist Employee.
Provided, however, that Renown Health may make general advertisements for
cardiologists including, but not limited to, in newspapers, trade publications,
websites, or other media not targeted specifically at the cardiologist who so
terminated his or her employment or who was released from the Renown NonCompete Provisions. Provided further that Renown Health may employ any
cardiologist who applies to Participate with Renown Health, as long as such
cardiologist was not solicited by Renown Health in violation of this Paragraph.
36. For a period of one (1) year from the date any Cardiologist Employee terminates
Contract Services pursuant to Paragraphs 33 or 34, if that cardiologist’s Employment
Agreement with Renown Health contained any provisions for support in the event
that termination of employment was required by a determination, order, or
agreement with a governmental agency, Renown Health shall provide such support
in accordance with the terms of the cardiologist’s Employment Agreement if
requested by the Cardiologist Employee; provided, however, that Renown Health
shall not, whether or not it is so provided in the Employment Agreement, negotiate
with any Payer on behalf of that cardiologist.
37. The purpose of Paragraphs 33 to 36 is to ensure that those Cardiologist Employees
who terminate their Contract Services can offer Cardiology Services in a Reno
Cardiology Practice in competition with Renown Health and to remedy the lessening
of competition alleged in Plaintiff’s Complaint. To maximize efficiencies and ensure
uniform standards and timelines, such Paragraphs are also intended to procedurally
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and substantively conform with Paragraphs II to IV of the Federal Trade
Commission’s Decision and Order in the Related Action. Accordingly, to the extent
such Decision and Order does not become final, Paragraphs 33 to 36 (and related
Paragraphs 38 to 44) will automatically be deemed to no longer have an effect;
however, all other portions of this Judgment shall remain in effect.
MONITOR TERMS
38. Judge Charles McGee shall be appointed Monitor to assure that Renown Health
expeditiously complies with all of its obligations and performs all of its responsibilities
as required by Paragraphs 33 to 36.
39. No later than one (1) day after issuance of a Decision and Order by the Federal
Trade Commission in the Related Action, Renown Health shall, pursuant to a
Monitor Agreement subject to Plaintiff’s approval, transfer to the Monitor all the
rights, powers, and authorities necessary to permit the Monitor to perform its duties
and responsibilities in a manner consistent with the purposes of Paragraphs 33 to
36.
40. In the event a substitute Monitor is required, Plaintiff (in consultation with the Federal
Trade Commission) shall select the Monitor, subject to the consent of Renown
Health, which consent shall not be unreasonably withheld. If Renown Health has not
opposed, in writing, including the reasons for opposing, the selection of a proposed
Monitor within ten (10) days after notice by Plaintiff to Renown Health of the identity
of any proposed Monitor, Renown Health shall be deemed to have consented to the
selection of the proposed Monitor. Not later than ten (10) days after appointment of
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a substitute Monitor, Renown Health shall execute an agreement that, subject to the
prior approval of Plaintiff, confers on the Monitor all the rights and powers necessary
to permit the Monitor to monitor Renown Health’s compliance with the Paragraphs
33 to 36 in a manner consistent with the purposes of Paragraphs 33 to 36.
41. Renown Health shall consent to the following terms and conditions regarding the
powers, duties, authorities, and responsibilities of the Monitor:
a. The Monitor shall have the power and authority to monitor Renown Health’s
compliance with the terms of Paragraphs 33 to 36, and shall exercise such power
and authority and carry out the duties and responsibilities of the Monitor in a
manner consistent with the purposes of Paragraphs 33 to 36 and in consultation
with Plaintiff, including, but not limited to:
i. Receiving Termination Notifications from Cardiologist Employees;
ii. Notifying each Cardiologist Employee that submitted a Termination
Notification whether or not such notification will be an Acceptable
Termination;
iii. Forwarding such Acceptable Terminations to Renown Health pursuant to this
Judgment; and
iv. Assuring that Renown Health expeditiously complies with all of its obligations
and performs all of its responsibilities as required by Paragraphs 33 to 36.
b. The Monitor shall act in a fiduciary capacity for the benefit of Plaintiff.
c. The Monitor shall serve for such time as is necessary to monitor Renown
Health’s compliance with the Paragraphs 33, 34, 35(a) to (d), and 36.
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d. Subject to any demonstrated legally recognized privilege, the Monitor shall have
full and complete access to Renown Health’s personnel, books, documents,
records kept in the ordinary course of business, facilities and technical
information, and such other relevant information as the Monitor may reasonably
request, Related To Renown Health’s compliance with its obligations under
Paragraphs 33 to 36. Renown Health shall cooperate with any reasonable
request of the Monitor and shall take no action to interfere with or impede the
Monitor’s ability to monitor Renown Health’s compliance with Paragraphs 33 to
36.
e. The Monitor shall serve, without bond or other security, at the expense of
Renown Health on such reasonable and customary terms and conditions as
Plaintiff may set. The Monitor shall have authority to employ, at the expense of
Renown Health, consultants, accountants, attorneys and other representatives
and assistants as are reasonably necessary to carry out the Monitor’s duties and
responsibilities. The Monitor shall account for all expenses incurred, including
fees for services rendered, subject to the approval of Plaintiff.
f. Renown Health shall indemnify the Monitor and hold the Monitor harmless
against any losses, claims, damages, liabilities, or expenses arising out of, or in
connection with, the performance of the Monitor’s duties, including all reasonable
fees of counsel and other reasonable expenses incurred in connection with the
preparations for, or defense of, any claim, whether or not resulting in any liability,
except to the extent that such losses, claims, damages, liabilities, or expenses
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result from malfeasance, gross negligence, willful or wanton acts, or bad faith by
the Monitor.
g. Renown Health shall report to the Monitor in accordance with the requirements of
this Judgment and/or as otherwise provided in any agreement approved by
Plaintiff. The Monitor shall evaluate the reports submitted to the Monitor by
Renown Health, and any reports submitted by a current or former Cardiologist
Employee with respect to the performance of Renown Health’s obligations under
Paragraphs 33 to 36.
h. Within one (1) month from the date the Monitor is appointed pursuant to
Paragraphs 38 to 44, and every sixty (60) days thereafter, until the later of: (i)
one (1) year; or (ii) no fewer than six (6) Cardiologist Employees have terminated
their Employment Agreements to provide Cardiology Services in the
Reno/Sparks Geographic Area, and otherwise as requested by Plaintiff, the
Monitor shall report in writing to Plaintiff concerning performance by Renown
Health of its obligations under Paragraphs 33 to 36.
i.

Renown Health may require the Monitor and each of the Monitor’s consultants,
accountants, attorneys, and other representatives and assistants to sign a
customary confidentiality agreement; provided, however, that such agreement
shall not restrict the Monitor from providing any information to Plaintiff.

42. Plaintiff may, among other things, require the Monitor and each of the Monitor’s
consultants, accountants, attorneys, and other representatives and assistants to sign

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an appropriate confidentiality agreement Relating To Plaintiff materials and
information received in connection with the performance of the Monitor’s duties.
43. If Plaintiff determines that the Monitor has ceased to act or failed to act diligently,
Plaintiff may appoint a substitute Monitor in the same manner as provided in
Paragraphs 38 to 44.
44. Plaintiff may on its own initiative, or at the request of the Monitor, seek additional
orders or directions from the Court as may be necessary or appropriate to assure
compliance with the requirements of this Judgment.
FUTURE TRANSACTIONS TERMS
45. Renown Health shall not, without prior notification to Plaintiff in the manner
described in Paragraphs 46 to 48, directly or indirectly:
a. Acquire any assets of or financial interest in any group that provides Cardiology
Services in the Reno/Sparks Geographic Area; or
b. Enter into any Contract Services with any group that provides Cardiology
Services in the Reno/Sparks Geographic Area.
46. If a transaction subject to Paragraph 45 is subject to the reporting and waiting period
requirements of the Hart-Scott-Rodino Antitrust Improvements Acts of 1975, as
amended, 15 U.S.C. § 18a (the “HSR Act”), the notification shall be in the form
required by the HSR Act; furthermore, Renown Health agrees to waive the
confidentiality protections under the HSR Act, 15 U.S.C. § 18a(h), the Antitrust Civil
Process Act, 15 U.S.C. §§ 1311 et. seq. and any other applicable confidentiality
provisions, for the purpose of permitting Plaintiff to share documents, information,
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and analysis with the United States Department of Justice Antitrust Division or
Federal Trade Commission.
47. If a transaction subject to Paragraph 45 is not subject to the reporting and waiting
period requirements of the HSR Act, notice shall contain (i) either a detailed term
sheet for the proposed acquisition or the proposed agreement with all attachments,
and (ii) documents that would be responsive to Item 4(c) and Item 4(d) of the
Premerger Notification and Report Form under the HSR Act, and Rules, 16 C.F.R. §
801-803, Relating To the proposed transaction.
48. Notification pursuant to Paragraphs 45 to 47 shall be provided at least thirty (30)
days prior to consummating the proposed transaction via overnight express delivery
to the following address: State of Nevada, Office of the Attorney General; Bureau of
Consumer Protection; Attention: Antitrust Unit; 100 North Carson Street; Carson
City, Nevada 89701. If within the thirty (30) day period after notification, Plaintiff
makes a written request for additional information, Renown Health shall not
consummate the proposed transaction until thirty (30) days after submitting such
additional information or documentary material. Early termination of the waiting
periods in this Paragraph may be requested, and where appropriate, granted by
letter from Plaintiff.
49. Renown Health shall notify Plaintiff at least thirty (30) days prior to:
a. Any proposed dissolution of Renown Health;
b. Any proposed acquisition, merger or consolidation of Renown Health; or

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c. Any other change in Renown Health, including but not limited to, assignment and
the creation or dissolution of subsidiaries, if such change might affect compliance
obligations arising out of this Judgment.
ATTORNEYS FEES AND COSTS TERMS
50. Renown Health shall reimburse to Plaintiff all reasonable attorney fees and costs
incurred by Plaintiff Relating To its investigation of Renown Health resulting in this
Judgment. The total reimbursement to Plaintiff for attorney fees and costs incurred
up to and including entry of this Judgment shall be $550,000.00, with reimbursement
occurring within forty (40) days of entry of this Judgment.
51. Renown Health shall reimburse to Plaintiff all reasonable attorney fees and costs
incurred by Plaintiff after entry of this Judgment Relating To monitoring and ensuring
compliance with Paragraphs 33 to 36. The rate for such attorney fees shall be $400
per hour and the rate for paralegals shall be $100 per hour, but shall not exceed in
total $50,000. Reimbursements shall be made within forty (40) days of a request for
reimbursement in writing, which shall include the following information: (a)
identification of all Persons employed by, or contracting with, Plaintiff by name and
job title; (b) total number of hours worked per Person for which Plaintiff seeks
reimbursement for work in whole or in part; (c) a summary description of each
Person’s work, and (d) the hourly rate applied to each Person’s work.
COMPLIANCE AND ENFORCEMENT TERMS
52. No later than thirty (30) days after the date the Federal Trade Commission’s
Decision and Order in the Related Action becomes final, and every thirty (30) days
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thereafter until Renown Health has fully complied, as relevant, with Paragraphs 33
and 34, Renown Health shall submit to Plaintiff a verified confidential written report
setting forth in detail the manner and form in which it intends to comply, is
complying, and has complied with Paragraphs 33 to 36. Renown Health shall submit
at the same time a copy of these reports to the Monitor. For the period covered by
these reports, the reports shall:
a. Provide sufficient information and documentation to enable Plaintiff to determine
independently whether Renown Health is in compliance with Paragraphs 33 to
36; and
b. Be verified by a notarized signature or sworn statement, or be self-verified in the
manner set form in 28 U.S.C. § 1746.
53. Renown Health shall design, maintain, and operate an Antitrust Compliance
Program to comply with this Judgment and the Antitrust Laws. This program, which
does not create a safe harbor or mitigation defense for any possible Judgment noncompliance, shall include, but not be limited to:
a. Within ten (10) days of entry of this Judgment, Renown Health’s appointment of a
compliance officer (and a successor within thirty (30) days of a predecessor
vacating the appointment) who is in charge of designing, maintaining, and
operating this program;
b. Within thirty (30) days of entry of this Judgment, distribution of written materials
on the meaning and requirements of this Judgment and the Antitrust Laws to
Renown Health’s Executive and Cardiology Staff;
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c. Within ninety (90) days of entry of this Judgment, In-Person Training on the
meaning and requirements of this Judgment and the Antitrust Laws for Renown
Health’s Executive and Cardiology Staff;
d. Annually no later than thirty (30) days after the anniversary date of entry of this
Judgment, In-Person Training on the meaning and requirements of the Antitrust
Laws; and
e. Processes that ensure Renown Health’s Executive and Cardiology Staff have
ongoing access to written materials on the meaning and requirements of this
Judgment and the Antitrust Laws, and that related questions can be answered by
legal advisors as the need arises.
54. Within one hundred (100) days after entry of this Judgment, Renown Health shall
submit to Plaintiff a verified confidential written report setting forth in detail the
manner and form in which Renown Health intends to comply, is complying, and has
complied with Paragraph 53. For the period covered by this report, the report shall
include, but not be limited to:
a. The name, title, business address, email address, and business phone number
of the compliance officer appointed by Renown Health to design, maintain, and
operate an Antitrust Compliance Program;
b. The name, title, and business address (including identification of any Renown
Health affiliate) of each Person to whom Renown Health distributed a copy of the
Antitrust Compliance Program’s written materials pursuant to Paragraph 53(b),
and the date and manner of distribution to each;
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c. The name, title, and business address (including identification of any Renown
Health affiliate) of each Person who received In-Person Training on the meaning
and requirements of this Judgment and the Antitrust Laws pursuant to Paragraph
53(c); the date and location at which each Person was trained; the name, title,
and business address of the Person who conducted the training; and a
description in reasonable detail of the In-Person Training;
d. Provide sufficient information and documentation to enable Plaintiff to determine
independently whether Renown Health is in compliance with Paragraph 53; and
e. Be verified by a notarized signature or sworn statement, or be self-verified in the
manner set form in 28 U.S.C. § 1746.
55. Annually within sixty (60) days after the anniversary date of entry of this Judgment,
Renown Health shall submit to Plaintiff a verified confidential written report setting
forth in detail the manner and form in which Renown Health intends to comply, is
complying, and has complied with this Judgment. For the period covered by these
reports, the reports shall include, but not be limited to:
a. The name, title, business address, email address, and business phone number
of the compliance officer appointed by Renown Health to design, maintain, and
operate an Antitrust Compliance Program;
b. The name, title, and business address (including identification of any Renown
Health affiliate) of each Person who received In-Person Training on the meaning
and requirements of the Antitrust Laws pursuant to Paragraph 53(c); the date
and location at which each Person was trained; the name, title, and business
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address of the Person who conducted the training; and a description in
reasonable detail of the In-Person Training;
c. Provide sufficient information and documentation to enable Plaintiff to determine
independently whether Renown Health is in compliance with this Judgment; and
d. Be verified by a notarized signature or sworn statement, or be self-verified in the
manner set form in 28 U.S.C. § 1746.
56. For purposes of determining or securing compliance with this Judgment, and subject
to any legally recognized privilege, Plaintiff may issue an Investigative Demand
pursuant to NRS 598A.100. Renown Health shall timely and fully comply with any
such Investigative Demands. Furthermore, and subject to any legally recognized
privilege, and upon written request and with reasonable notice to Renown Health,
Renown Health shall permit any duly authorized representative of Plaintiff:
a. Access, during business office hours of Renown Health and in the presence of
counsel, to all facilities and access to inspect and copy all books, ledgers,
accounts, correspondence, memoranda and all other records and documents in
the possession or under the control of Renown Health Related To compliance
with this Judgment, which copying services shall be provided by Renown Health
at the request of the authorized representative(s) of Plaintiff and at the expense
of Renown Health; and
b. Upon five (5) days’ notice to Renown Health and without restraint or interference
from Renown Health, to interview, either informally or on the record, officers,

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directors, or employees of Renown Health, who may have their individual
counsel present, regarding such matters.
57. No information or documents obtained pursuant to Paragraphs 52 to 56 or as
otherwise required by this Judgment and which have been designated in good faith
as “Confidential” by Renown Health, shall be divulged by Plaintiff to any Person
other than the authorized representatives of Plaintiff, and their consultants, except in
the course of legal proceedings for the purpose of securing compliance with this
Judgment (including disclosure of documents at interviews on the record), to the
United States Department of Justice Antitrust Division or Federal Trade
Commission, or as otherwise required by law.
58. If at the time information or documents are furnished by Renown Health to Plaintiff,
Renown Health represents and identifies in writing the material in any such
information or documents to which a claim of protection may be asserted under Rule
26(c)(1)(G) of the Federal Rules of Civil Procedure, and Renown Health marks each
pertinent page of such material, “Subject to claim of protection under Rule
26(c)(1)(G) of the Federal Rules of Civil Procedure,” then Plaintiff shall give Renown
Health ten (10) calendar days’ notice prior to divulging such material in any legal
proceeding.
59. It shall be a violation of this Judgment if Renown Health fails to abide by any term of
this Judgment. For any violation(s) of this Judgment committed by Renown Health,
Plaintiff may seek one or more of the following remedies:

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a. Payment of penalties in the amount of $10,000 for each violation of this
Judgment. Each separate violation of this Judgment shall be a separate offense,
except that in a case of a violation through continuing failure to obey or neglect to
obey the Judgment, each day of continuance of such failure or neglect shall be
deemed a separate offense. A series of underlying acts shall not constitute a
single violation;
b. Equitable and injunctive relief, including, but not limited to, disgorgement of
profits and restitution to the extent applicable;
c. A civil contempt of court order from the Court and all remedies provided by law
for such order; and
d. Any other relief that the Court deems appropriate.
60. Renown Health shall pay to Plaintiff its reasonable attorney fees and costs incurred
if Plaintiff is the prevailing party in a contested action to interpret, modify or enforce
this Judgment.
61. All monetary awards paid pursuant to Paragraphs 59 to 60 or a resolution of such
shall be deposited by Plaintiff in compliance with NRS 598A.260.
GENERAL TERMS
62. Unless this Court grants an extension, this Judgment shall terminate 5 years from
the date of entry; however, that this Judgment may remain in effect after completion
of such 5 year period solely for the purpose of determining or enforcing compliance
during its 5 year effective period.

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63. This Court retains jurisdiction to enable either Party to this Judgment to apply to this
Court at any time for further orders and directions as may be necessary or
appropriate to carry out or construe this Judgment, to modify any of its provisions, to
enforce compliance, and to punish violations of its provisions.
64. If any part of this Judgment is hereafter adjudged by this Court to be unenforceable,
the remaining provisions of this Judgment shall stay in full force and effect.
APPROVAL AND ORDER
This Judgment is approved and hereby entered pursuant to 15 U.S.C. § 26 and
NRS 598A.070 and .090. This lawsuit, in all other respects, is hereby dismissed with
respect to Defendant Renown Health.
IT IS SO ORDERED:
DATED this 10th day of August, 2012.
________________________________
UNITED STATES DISTRICT JUDGE
DATED:
________________________________
LARRY R. HICKS
UNITED STATES DISTRICT JUDGE

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