1 JENNIFER SARKOZY BRANCH (SBN: 191418) ERIN J. DENATALE (SBN: 275490)

2 ANDREWS · LAGASSE · BRANCH & BELL LLP 4365 Executive Drive, Suite 950

3 San Diego, CA 92121 Telephone: (858) 345~5080

4 Facsimile: (858) 345w5025

5 Attorneys for Defendants PACIFIC REPRODUCTIVE MEDICAL CENTER, INC.

6 and RIFAAT D. SALEM, M.D.

7

ELECTROI,ICALL Y FILED Superior Court of California.

County of Orange

0611 312016 at 1 0 :20 :DO JIM Clerk of the Superior Court

By Emma Castle. Deputy Clerk

8

9

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF ORANGE- CENTRAL JUSTICE CENTER

p.. :j 10 ..:l ~ 11 ERIC SCOTT SILLS, an individual, ) CASE NO. 30w2015-00812947-CU-WT-CJC

) ~c:>

A'>l ~ 12 ,..... <~> Plaintiff, ::t:;<::::N

) DEFENDANTS' NOTICE OF ) LODGMENT OF EXHIBITS IN u=-Z00f'1 13 S <<lfO'I v. ) SUPPORT OF ITS MOTION FOR ) SUMMARY ADJUDICATION ~ .~ <

~ ~ u 14 PACIFIC REPRODUCTIVE MEDICAL ) ~ .~ ~ CENTER, INC.; RIFAAT D. SALEM, M.D. 00 .... ·- 15

) Date: 8/19/16 ) Time: 9:30 a.m. <EQ

c <~> = Defendants. < ~ Q:l ) Judge: Honorable David R. Chaffee ) Dept.: C-20 ..:l ~ rJ'J 16

I() • I,Q

VJt'l

== ..,. 17 ~ Q 18 ~

) ) Complaint filed: 10/2/15 ) Trial date: 9/19/16 )

-~~~~~~~---~~-) RESERVATION ID: 72390387 19

20 Defendants Pacific Reproductive Medical Center, Inc. and Rifaat D. Salem, M.D.

21 (collectively Defendants) hereby lodge the following exhibits in support of their Motion for

22 Summary Adjudication ofPlaintiffEric Scott Sills' (Plaintiff) Complaint.

23

24

25

26

27

28

A.

B.

PSR Environmental Consulting Confidential and Privileged Microbial Investigation Report

Email Chain between Plaintiff Eric Scott Sills and Paul Legerski, dated September 30- October 2, 2013

C. Physician Employment Agreement

~1~

DEFENDANTS' NOTICE OF LODGMENT OF EXI-llBITS IN SUPPORT OF ITS MOTION FOR SUMMARY ADJUDICATION

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3

4

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~ 10 ...l ...l II "' ~= .,., <>ll"' 12 =~-·~ .... u=~ :Z"'N 13 ~ ·~~ =~u 14 . . "' " 0 "' .<: ~ 15 00 ......... <B~

" " " < " " 16 ...l"'oo .,., . "' ~~ 17

"' 1!11. ~ 18 ~

19

20

21

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24

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D. Letter from Plaintiff Eric Scott Sills, dated November 21,2013

E. Email Chain, dated September 7, 2012

F. %Pregnancies per Physician Embryo Transfer

G. Letter from Plaintiff Eric Scott Sills, dated September 30, 2013

H. Memo re: Documenting verbal communications from Dr R Salem to Dr Eric Sills 11114/2013

I. Letter to Plaintiff Eric Scott Sills re: Performance Issues, dated November 21, 2013

J. Letter to Plaintiff Eric Scott Sills re: Position at PRC-Irvine, dated November 21, 2013

K. Letter to Plaintiff Eric Scott Sills, dated November 22, 2013

L. Plaintiffs Final Paycheck, dated November 22,2013

M. Dr. Sills Pregnancy Statistics: January to October/2013

N. PRC Donor Eggs Program Irvine and Torrance 2013 with Dr. Sills

0. PRC Donor Eggs Program Irvine and Torrance 2014 with Dr. Salem

P. The Society for Assisted Reproductive Technology Application for New Member Practice Clinic

Q. Email Chain, dated August 29-31, 2012

R. Photographs

S. Excerpts from Deposition of Plaintiff Eric Scott Sills

Dated: June 10,2016 ANDREWS · LAGASSE · BRANCH & BELL LLP

By: - k~ 7J e-n-"n"'ifl~er<\S,&a~r.,_k-fry._,~ Erin J. DeNa e Attorneys for Defendants PACIFIC REPRODUCTIVE CENTER, INC. AND RIFAAT D. SALEM. M.D.

-2-~==~~~~~~~~~~~~~~~~~~~---------------------­DEFENDANTS' NOTICE OF LODGMENT OF EXHIBITS IN SUPPORT OF ITS MOTION FOR SUMMARY

ADJUDICATION

EXHIBIT "A"

~· .. ?.~,,

PSR Envil-onrncntal Consulting 290 .Mt. Vernon \Vay Cor·ona, CA 92881

CONFIDENTIAL AND PRIVILEGED MICROBIAL INVESTIGATION REPORT

For the property lo.:ated at;

T!w Sm·gery Ctm t~n· {Jf ll'vine 10 Post

Irvine, CA. \l26'l8

Prepared by:

PSR Environmental Consulting Scrvic<>< 290 :v!t. Vernon Way

Coro11<1, C1lif<>rnla 92881 Septemb"J' 7, 2012

Pau 1 Legerski CMC

~\I 'wi.hc~~t.t1~ .-·~!Sf" . yt1Q . .;f rv f ~>~~•).: -~"'

1f:ifc~

ThP samp1Hs Wt:~n:~ anetlyt.Bd by a mi1,:roscopist anJ. e~1<.:h sam.p1e waM amd.yz<.-!d f<)l' fttngal sporQ ~:Olmt ~1nd/ or Genus tO. fh,·~ samples were submitted to LA 'f{:lsting inS,.)ilth .Pasad(ma, California.

LAHORATORY RESVLTS

L',lr Sam(llc Results

• Exterior. <Sample 1 ): Mold spores present. Altemaria. Ascmpores, Asperf{illu.w'l'enicillium, Bmidlospores, Bipolaris. C/adnspori/.f/11, (Junoderma, .\'(wwmycete.Y & f'yricularia detected.

• 2"'1 floor Conlbrence/Kitchen, (Sample 2 ): Mold spOl'~s present. Jl.lt>ergillu.I/Penidl/ium & Basidimpon•s detected.

• l'' Floor SC Reception, !Sample 3!: Mold spot·es present. Asperglllus/Penicil/ium, /Jasidiospore.v & Cladosporium detected.

• Q..R Iii Scrub A.m.a. (Sample 41: Mold spores l'iOT pres(:nt. None detected. • IVP. <Sample 5 !: Mold spores present. Clado.\prwium detected.

J>LEASf: SI<:k: A TTACI1 El) LABORATORY ANALYSIS RKPORT FOR SPORE COt:NTS

In the absence ol'rcgulations, PSR t·ecotmnends tbat the Client refer to IIJe ;.icw Yol'k City Department of Health "Guidelines on As~essment and Remcdiati<ln of Fungi in lr~door Envit·omnents," 2000; the American Conference ofGovernmentnllndnstrial Hyglenists, ·'Bioaerosols: Assessment and Control". 1999: the Environmentul Protection Agency. "Mold Remediation in Schools and Commercial Bui !dings", 2002; the American !.nclustrial Hygiene. "The Facts About Mold," 2003: anu the lnslitutc of Inspection Cleaning and Restoration Ceriifkation, ··s-520 Stauclard and Rcferenoe Jbr Professional :VIold Remediation". 2008. pl'inr to distw'bing any rnoldlflmgal contaminated materials.

DISCLAIME.R A'<D LIMITATIONS

Rcu~onuble efi'Ort is made by PSR persollllel to locate and sample suspect mold/fungf~ growth. However. for any facility the existence· of unique or conoealed mold/fungal grov.1h is u possibility. Conditions of mold/fungal g.t'<lmh can change in shon periods oftimc due to watcJ: intrusion. environmental conditions .and other lactors. ln addition, sampling and luboratOl"y analysis constraitl!S hinder the investigation. Results ofthe rep<lrt represent the conditions ftt the time uf investigation and sampling only. P~R does not wan'ilnl, guamntec or pmfess to have the abUity lo locate or identify all mold and fungi in a fadlity.

If you have uny questions rcgardi ng !hiM r·eport or require l'ut'lher cladHcation, plcaBe do nDt h~sitate to Ctlll me at (562.) R22·3655.

Respectfully submitted.

331;!1l!J4B

Pagt; 1 of2

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···--··~-----~

t.'lA LA Testing LA Testlrig Order JD: 331212946

11652 Knott Street Unit F5 Garden Grove, CA 92841 Customer 10: 32PSRE25 rE"ST/1\r{; Phone/Fax: (714) 828-4999/ (714) 828-4944 Customer PO:

ProjeotiD:

Attn: Paul Legersk) Phone: (662) 822-3655 PSR Environmental fax: 290 Mount Vernon Way Collected: 09/04/2012 Corona, CA 92881 Received: 09104!2012

Analyz;ed: 0910712012

Pro): 10 POST

rast Report Alr-0 CeiJ(l!il} A.halysls of Fungal Spor.as & l'artrculalea by Optlt$:1 MtcrmJ!lOPY (EMSL Mathod 06·iP-003) . lab SampJD Numhttr: 3312121M8-0Q01

Client Sitmple ID: 1 VQ!Ume(Ljr 18

SAmplE> a.ocaUon: Front l:xt&rtor nl Cnunt '

Alternaria 2 " Ascospore!) 2 " Asper~lllusiPelilciJirum 12 500

Baaldlosporas 18 760

13Jpolaris++ 1' ,.. Cllaetomlum

CladQ9porllKT1 14 591

CuJVularja EpiOOl;CUrrl

Fusarium . Ganoderma 1 " Myxom~etes++ ' 127 PlthOmyces .

Rust ,

Scopularlopsls Slachybo1rys .

rorula . .

Ulocladium UnldenUflable Spores 1 42

Zygomycetes Pyricularla 1 42

Total Fungi •• 2290 Hyphaf Fragment '

.,, Insect Fragrneflt

Polen . .

Analyt SensitiVIty 600x 42

Analyt. Sena.itl\llty 300x ,. Skin Fragments (1·4) 1

Fibrous Particulate (1-4) 1

Backgmlllld (1-5) 2

Hipo!nr rs-+-+ ""Brpq1uris/Dri;'!\1Ctllcl1l!'f:xs~:rohilllm

M_\.'<.llnt~cct~Js++ ""'f>;b·~om)'c.:=rc!IIPoowniitiSmtn

331212948-DOOZ 331212948..00Q:;t. z 3

'' ,. 2nd FloorConii<Jtchen 1st Fir· SC RetBiltiO!l

r.. '""' ' •Coflot> • '·' .

3.7 . 22.1 1 42 5<J 1 .. 33.1 1 42 5<J 1 42 0.6 .

:2!.>.8 1 " . . . . . . .

\.B . 5.5 . . . .

. . -

. . 1.0 .

. . .

'·' . . 100 2 84 100 3 126

. . 1 42 - . . . . 1 42 .

" . 42 . ,.. . ,. . 2 2 . 1 . 1 . 1 2

•

Cecil Strait, Micro Laborator:y Manager or Other Approved Signatory

~ 11a•• le''f<l' ~~ bao~~•ol!flll Pl'~lo:IJ•••a Glln ~bsr:urt ~~.o,.·~.~,~,,~.~,.~,~,~~,;;;,~, =,,.~, .. =,,~,=~=••=•=,;,.,.;;;.;;;o~=,=••"o;;;,.;;;'";;;,;;;,~;;;ic-O¢=,_cc,;;;,,=,.~~=•~=o=oo~o=lnf1;;;of7,0;;;,.,=,~=•;;;<;;;pu-~i',;;;j~'j"" proldbJI)"J arJ'~,~~r& <l~tuCIIoo ~·d~v~o~!liCQt;o~.l're ... .Jll ~ Spnrasti~JectOO OIIQY~I'IIllldod 11•ml'l~ 1ltll>(l~li'lJII~•Il~Q~IS oqunll(l one r..ng•rspore Mrodum. 11<111rl11.1i1H:r p...tll;la Oflll6td jr/I(I<Mnl "'' Oenore$ ~rtlq;,o! touoo ~~ UfiX 1'1ofs re!'lllt ffllales only Ill lhll' snmpfl" ll¥<lll<itl an~""'' rNll!w ••p'IP.IIJI:ed. &.tQpl ,,., tuJ. \'lih<tm mill.rt~ MPI"1'1111/yL~ r,~lfllll Rpsorlsllii"' ""' b~><W ltrljw;JM M 'lew w /OI;IOWIOfY bl~lllr fl!lk>U :Hhorwllol! ~DIW. tlnmpb5 laCeiVOO I~ ~Md <lllnMIIkln Wit•~ ~l!IDIV/fOO "O[B~.

( !n!tlal report from: OD/07/2012 09:00:43

33.3 33.3 . .

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For lnforrna11on on the fungi hsled In this repor1 plea&e vls111he ResourcaB $ec!ron a! Wlr\IW.emsl.com Test RepOrt SPVER3-7.26.9 Printed: 9/07/2012 09:00:43AM Page 1 of2

•

lt\A LA Testing LA Testing Order ID: 331212946

11652 Knott Street Unlt F6 Garden Grove, CA 92841 Customer 10: 32PSRE25

Phone/fax: (714) 828-49991 (714) 828-4944 Customer PO: Project ID:

Attn: Paul Legerskl Phone: (562) 622-3655 PSR Environmental Fax: 290 Mount Vernon Way Collected: 09/0412012 Corona, CA 92881 R~;tcalved: 09/04/2012

Analyzed: 09107/2012

Proj: 10POST

T0$1. Rl;lpllrt' Alt~O u CQII( 1"'~ Analysis of Fungal Spoms & Partlculat66 by Optical Mloroacopy (EMSL Me1hod 06· TP·003)

Lab sample NumbDr: 33U:12948.J;IOD4 Client Sample 10! 4

Vfllumo(L)I " SampiPlQ~Q\IQill OR#1 Scr~b An1a

Alternaria Colml...,......CO '

Ascospores A&perglllusiPenlcfllium -

Basidlospores Bfpolarls++

Chaelomium CladQ&porlurn -

Curvularla -l;;plcDccum -

Fusarium Ganoderma

MyxomycetesH Plthomyces -

Rust Soopulariopsls

Stochybotrys Torula -

Uloclm.lium Unidentifiable Spores

Zygomyoate'> -Pyllcuhlf/a -

fotnl Fungi Mone Detemed HyphaJ Fragment lnseC1 Fragment -

Polloo - -Analyl. Sensi\ivily 600~~: 42

Analyl. SensUivlly 300'1" - 13'

Skin Ft<tgments (1·4) ' Fibrous PaJ11r.uf.ate (1--4) 1

Background ('\-5) 1

B1putaris+1 '· Bipolorl':ifDr!!,\Chkm\/r~x.•;croh•lum Mywm:-.l::.:J..•>"- , f· .. l~· .'\(llll~ celt:~l1.:n,:on iu,Smul

No disG~Jrnallla frel!l hlarik wa3 !llrbm~lf.d 'Mill lhts gn:;n.rp of samples

------ -

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---

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33121 3940-0ilOS

• 75 IVF

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" 13' 1 1 1

• -

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Cecil Strait, Micro Laboralory Manager nr Otfler Approved Slgnatoty

Hl()h IOVf~~ ,,, ~·~~91'111lnlltmniallula ~an oblicw~ S!KIIa& "''d till/Of tiru~lll~l&$ le~du~g 10 uM~;Ilml!lr<>~ Bati<l)rovntl IIIW!Is ol6 !IIIIIO!d9 'n u~~rl~lllllog of llflok!J'901~<1 J'il<li<IIIRIO~. p[{lhiii~IJl!l ~cooo:al~ C~a<IIQII au<lq~an!ifocatlon. fiiC~O/H ~ Sjlqf{l~ dij\•eled IIIJIN!lllil9ded aoflli\IO~ YbBtMBdKII!IUIIII1!.8UU8IIO 011! limUal>l'!l.m ~lll!atl<~ PO~N>. ~b~tpnrlltiO Cfll!UCift.~nl ""'lln1101~' p;!~l<lo~ lt.mnrj nl ltl&x. Till- RlJNill Rll!di'S Qal~ lo lho .,mplea r!lff'I.W M<l mtlr net l>o rnprodur;ed """"flllrllvll Wllll9!A wtlllffl -'ll!WWII~y t.O. T~ll•ll;l ~~~~~~~' /11111> not.!man .odjtl$!<tlllr, ~ltJ or '"''""*"f ~l.anlo IIIII8SS •JIMrwioo ~•lod GQ(I'JJl(llll mo•.w'l<l '"gOO<! C£~Cillocn Mlffi(llll61Wir.! IIOia<l

Initial report from: 09/071?.:012 09:00:43

For Information on the lung! listed !n lhls report please Vl$lt the Resources seotlon at www.ernsl.com Test Report SPVER3-7.26.9 Printed· 910712012 09:00:43AM Page 2 of 2

EXHIBIT "B"

Lynda Darna

From: Sent: To: Subject:

test [express@pro•lvf.com] · Thursday, January 16, 2014 2:49 PM support Fw: 10 Post (queries)

--::,:;. ~rl~!r<~l M,~~,;s1~11(Je, ~;-:- .... fct~.f!h:RG Scol!" s, .. , .. . . .. . . ............... , ·.: To: Paul J Legerskl Sent: Wednesday, October 02, 2013 10:59 AM Subject: Re: 10 Post (queries)

Ok thanks .... What is the cost for a repeat test?

Sent from my iPhone4G near Los Angeles, Calif.

On Oct 2, 2013, at 11:51 AM, "Paul J Legerski" <psrenv@sbcglobal.net> wrote:

that is the ouly proceils left to do.

Thanks, Paul Legerski

·PSRENV 562-822-3655

From: Dr. Scott Sills <dr.sills@prc-lvf.com> To: Paul J Legersld <psrenv@sbcqlobal.net> Sent: Wednesday, October 2, 2013 11:48 AM Subject: Re: 10 Post (queries)

-----·

Hang on. The IVF lab already operates at positive pressure by default. This is a requirement to ensure that any ambient particulate debris is pushed out of the lab. This presStlfe gradient has been that way for years. Now you may better understand why there is Stlspicion about intrinsic fungal contamination, because if it could be "flushed out" by a vacuum/neg pressure approach, it would have by now (and by the time of the Sept 2012 testing). · This is the background on why I had asked earlier about hue remediation. Or, is the negative . pressure strategy pretty much all there is to do? · ESS

Sent from my iPhone4G near Los Angeles, Calif.

On Oct 2, 2013, at 11:36 AM, "Paul J Legerski" <psrenv@sbcglobal.net> wrote:

we can run some neg-air machines over a weekend. . .I can test on Sunday afternoon and have results by Late Monday. Let me know if you want to proceed and I will get you a name of a good contractor.

1

Thanks, Paul Legerski PSRENV 562-822-3655

From: Dr. Scott Sills <dr.sll!s@prc-lvf.com> To: 'Paul J Legerskl' <psrenv@sbcglobal.net> Sent: Tuesday, October 1, 2013 10:23 AM Subject: RE: 10 Post (queries)

My concern is that there is mold in the structure here, mold that grew after some extensive & prolonged water exposure. A pipe burst upstairs and the ceiling panels on the lower level were satnrated for more than two weeks. This could represent a more serious problem that is unlikely to be remedied by negative air machine, but I do not know for sure. Any advice? ESS

From: Pmil J Legerski [mailto:psrenv@sbcglobal.net] Sent: Tuesday, October 01, 2013 9:50AM To: Dr. Scott Sitls Subject: Re: 10 Post (queries)

There really is no better outcome than what I testedlfound .. Yu caould have a compnay rnn some negative air machines for 24 hours and t11en have me retest a few areas ... but it would be very expensive. Let me know of you want to do this and I win give you the names of a couple companies tllat do the neg-air machining.

Thanks, Paul Legerski · PSRENV 562-822-3655

From: Dr. Scott Sills <dr.sms©crc-ivf.com> To: 'Paul J Legerski' <psrenv@sbcclobal.net> Sent: Tuesday, October 1, 2013 7:51 AM Subject: 10 Post (queries)

Dear Paul-Thanks again for providing this infonnation from the 2012 site evaluation. I am interested in approaching my colleagues to obtain a follow-up test of this facility, using your Jab. I need your advice on 2 related questions fll'st, however.

1) Might you be able to provide the name of some companies that provide remediating services to eradicate spores? The 20 12 report here was "O:K" but as you correctly noted, for a health care facility we have a zero-tolerance policy for any microbes (especially in the IVF lab area). Any guesses on what would be involved in doing that, and of course the cost, would be useful info too. 2) What is the cost to get PSR do a follow-up test in 2013, after the correction/remediation has been carried out?

Thank you very much,

E Scott SILLS

From: Paul J Legerslci [mailto:psrenv@sbcglobal.net] Sent: Monday, September 30,2013 1:11PM To: Dr. Scott Sills Subject: Re: Lab sheets for mold survey

Thanks, Paul Legerski PSRENV 562-822-3655

.From: Dr. Scott Sills <dr.sills@oro-ivf.com> Toi 'Paul J Legerslci' <psrenv@sbcglobal.net> Sent: Monday, September 30,2013 1:08PM Subject: RE: Leb sheets for mold survey

Can you send the ~ of 2 page -that last page seems to he missing TIIANKS! ESS

From: Paul J Legerslci [mailto:psrenv@sbcglobal.net] Sent: Monday, September 30, 2013 12:52 PM To: Dr. Scott Sills Subject: Lab sheets fur mold survey

55 total spores outside 2 in 2nd floor Kitchen 3 in SC Reception 0 in ORl scrub area 1 in IVF as clean as could be hoped for.

Thanks, Paul Legerski PSRENV 562-822-3655

CONFIDENTIAL OR PRIVILEGED: This communication contains infurmation intended only for the use of the Individuals to whom it is addressed and may contain inlormation that is privileged, confidential or exompt from other disclosure under HlP AA and/or applicable law. If you are not the lntendod recipient, you are notified that any disclosure, printing, copying, distribution or use of tho contents .is prohibited. If you havo received this In error, please notify the sender immediately by telephone or by returning it by reply email and then permanently deleting the communication from your system. Thank you.

CONFIDENTIAL OR PRIVILEGED: This communication contains inforffiation intended only for the use of the individuals to whom it is addressed and may contain

'information that is privileged, confidential or exempt from other disclosure

3

under HIPAA and/or applicable law. If you are not the intended recipient, you are notified that any disclosure, printing, copying, distribution or use of the contents is prohibited. If you have received this in error, please notify the sender immediately by telephone or by returning it by reply email and then permanently deleting the communication from your system. Thank you.

CONFIDENTIAL OR PRIVILEGED: This communication contains information intended only for the use of the individuals to whom it is addressed and may contain information that is privileged, confidential or eRempt from other disclosure under HIPAA and/or applicable law. If you !J.rEi not the intended recipient, you are notified that any disclosure, printing, copying, distribution or use of the contents is prohibited. If you have received this in error, please notify the sender immediately by telephone or by returning it by reply email and thEm permanently deleting the communication from your system. Thank you.

CONFIDENTIAL OR PRIVILEGED: This communication contains information intended only for the use of the individuals to whom it is addressed and may contain information that is privileged, confidential or exempt from other disclosure under HIPAA and/or. applicable law, If you are not the intended recipient, you are notified that any disclosure, printing, copying, distribution or use of the contents is prohibited. If you have received this in error, please notify the sender immediately by telephone or by returning it by reply email and then permanently deleting the communication from your system. Thank you.

4

EXHIBIT "C"

PHYSICIAN EMPLOYMENT AGREEMENT

TlllS PHYSICIAN EMPLOYMBJIT AGREEMENT (the "Agreemenf') is ')tltored Into effective July S, 20 II ("EffecU'Ie Date''). by and botwoen PACIJi'IC REPRODUCJ,'IVE MEDICAL CENTER, me., a California profession"! eorpm"ation ("Employer'~ and ERIC SCOTT SJl,LS, M.D. C'Employee"), · .

1. I!MPu:iyM:EN'l'. I!l~ployor horeby employs Employee, and Employee aocepts employmeot by Employer and shall petfonn duties as may be assigned to Employee by Employer, 11pon the terms and condltfons desc!ibed In tbls Agreement Employee shall have the title Rept'l.lductive Bndoorlno!ogist and shalf prilnllrily provide services at Employer's location hi lt\tlne, CA, and shall from time IQ time pr(lvidellO!'Vices at such other offices of Employer as may be reasonably requested by Employer.

2, Dlll'WS Aim SERY!Cii~. Throafih<Jut the term of this Agreement, l:lmployee agrellll to provided. services liS follows: ·

2.1 ))jnt\(@ of Services, Blllployoo shall pet•fot•m medloaloervices on beh~lf of Employer In the practice malnmined by Employer in various locations in Southern California; on a Jilll-time eJ<;clusive basis, in accordance with Employer's job descliptloa; as such job description may chacgoll:om time to titilo, upon written notioo.to Employee. Btnployee shalls~rvo Employer . faithfully und diligently, according to tho best ofhls ab!lities, and shall \tse every effort to promote tho Interests ofBmployer •.

2.2 Non-Dl~crimlnatlon, l:lmployeo. agrees that he shall p.tllvido his sQI'Vices til p~~tlents ofBmployer as s~ch ),latlenls are assigned by Employer. Ell\tlloyee shall not dlsorhninate against any patient on the baols of race, · color, n!llional origin, ancestry, religion, SOJQial otiantatlon, maritalstatns,

ot·age.

2.3 WolldAA.aod Oo-Call Hours. l:lmployee's working hours w111 be as . determined by Employer, as needed fur the approprlnro care of patients. ·Employee recognlzos that his working hours may c1umge pll!'iodically, and that Employer may be required to make such cbansoo on little or no advance notice of slgnlflcwt ollangos as Ia reasonable untl"!' tho cirou.tn~taoces. ·

. 2.4 Confur.tn!i!We with )3,eqyi:tomenw and Procedure• qj:]Jmn.lovw:. Employee hereby agreflll to conform to the Btandards and practlc~ estuhlished by Employer as snUh proC~>duf<l!l ur~ comm,1nicated to Employee by · Employer, in writh1g or orally, lncludln& bnt not limited to, protocols, laws, ¢thioal standards, articles, bylaw~. rolos and regnlatiollB <J~ E111Ploym·. Employee agrees to cooperate with any admlnistrative Jli'OCWUl'\>1 that may be adopted by Employer regarillng the services being previded.pursuent to this Agreement. Employee ackuowledges that sllCh

I

·--

2.5

2,6

2.7

2.8

provisions may be amended from time to time by Emplayer wlfunut prior notice to Employee, provlded that such omoruhnonts do not alter the term of tWs Ag~'lle.tnll!ll.

ll!!lillOJllent to FeeS. All fees, obtttgos, accounts receivable, and O!her . iucome generared by Employee for Ws profesal\lnal serv.icetl rendared •lttrlng tpo tenn of tho Agtoementshall belong exolnsivolyto Emple>yer, regardless of whether such Iiles are received during or subsequent to Employee's employment by Employer, or whether payment ls made le> Employee or Employer. ·

l:tt!PJ)!lrl S~ Employer sl!afl provide Employee at its oxpooso with those facilitleo, eqtripmon~ supplies, pell!onnel, utilities, arwounting and lognl servloos whlcl! ar<>rt'Jt&onobljr reqult'Cd for the performance of Employee's services.

M!!iutenance of I Joens~~ wd Certifio!ltions: Duty to Notify of~ . Employee shall maintain a California meqioallicense in good St!lllding ond his DBA number, and shall promptly noti:IY Employer if ony udve.rse action Is fllken with reBpect to either. Employee shall ~!so notifY Employer of lilly aotiollll Ql: olni!ns alleging Employee's professional negligence, eitlie.r in conneotlo11 with bls pm!ltice on behalf ofEtnployer or otherwise, immediately upon looming of such act! on or claim.

Admlnlstratiire Resp~ Employee is T~>quired to submit, on a timely basis, obarge sheets, face sheets, and O!he.r documentation neoes~ary for billing. All billing Md collect! on activity sliall be tbe responsibility of Employer.

3. COMJ>ENSA TIO}J. 1ll ret,um fol' services rendered by Employee, Eo:iployeo shall be oompensated liB follows:

3,1 . Base· Salm;y. Employee sh1tll receive a base annual salary ofTWO · HuNDRED FIFTY THOUSAND DOLLARS ($250,000.00) per year, With .c\1$1 oflivJng adjuslments expected to be approximawly tht'CB percent (3%) pet• yoat·.

3.2 ·. Productlyjty Bonus. Employee shall be paid a productivity bOilllS for e~ch now patient of Employer that o.oll)pleto& a paid IVF oycle, and who was initially seen and eVlJluatod by Employee. Employer 1-eaerves the right to alter lho productivity borttll amotmt in il>i discretion;·provid.ed, howeve1·, that no ci!Mge shall be effective for a period of sll: moolbs following . notice of such change. The productivity bo11\UI will b~ paid only once per pcti<>At, regardless ofthennmberoflVF·cycles completed, and will be .)lllid in \he fust payroll of each qutUter, togefuer with all oflter oyoles

· which oomptctef,l in the prior qonrter and qualified for a bonus according to lh.c schedulealtached het•eto lia J;lxhibit "A!'.

2

3.3 Medioni Directorship. Employee shall be offered tho title !)[Medical Director of th~ Irvine location mulJltulned·by Employer. So tong as Employee retains the Medical Directorship at any ofEmployer'slocations, Employee shall be entitled to additional compensation fur as long as he holds such title. 'I'he amount ofthe addltl~nal compensation shall be FlFrY THOUSAND DOLLARS ($50,000) per Yo.ar.

3.4 Relocation. Employe!' ~halla<lvance 'l'WI!NTY JIIVE THOUSAND J;JOLLARS ($25,000) to Employee no less than thirty days p1iorto his scheduled start of employment to assist with Employee's relocation from Ireland to California. Of this amount, TBN THOUSAND DOLLARS ' ($10,000}shall ho consideied reimbursement for expenses. Tlwremaining FIFTEEN Tt:!OUSAND ($15,000) shall be considered a short term loan and shall be repaid Willll!rone yea~ of Employee's oonnnencement of full time wotk fot Employer. ·

4. B!:lNIJFITS. During the term of.tbis Agreement, Employee is entitled to iii\ regular Employee benofits set forth in 111<> Etuployoe Haudbook, llli f<>llows:

4.1 Health Insumnce. Employee shall be entitled to receive a:ud· participate in Employer's standard medical· benefit package (medical, dental, v.ision), effective immediately.

4.2 Retirement Plap, Employee shall b0.entitled ro participate in Employer's 401(k) Plan, pursuant to the toona thereof.

4.3 .&nenses. Employer will pay the cost ofDEA'Certification, state license · renewal, dues, certifications, and agsociatlon and society memberships ..

4.4 Vacation. Employee will be entitled to four (4) wetb of paid time off per year, as well as to the holidays t11at Employ0J' ob$erve11.

4.5 CME. Employee shall be entitled to one (1) week.offfor CMB per yeal', and will be reimbursed for the reasonable cost of attending oruih · continuing ed1ication oourse, provided, that Employee receives Employer's prior writ.tcn npprov~l. ·

4.6 Cellular Iel!mho~ Employee shall be provided tho use of a oe!lular telephone for the purpose of communicating with patients and other work relaW<l persons, at th~ expcns~ ofEtuployer, and such telephone •nd the telephone manber s)lallro:mam the property of Employer.

5. MALPRACI.!CE INSURANCE. Employer viili pl'ovlde medical malpractice insurllltco by paying the monthly premium, but not the initial deposit, for employee's coverage with CAP/MPT, Cooperative of American Pliysicians,lno. Mutunll'rotectlon 'l'rust. Such malpractice insumnce shall provide coV<l!'ago to Employee and Employer for an medical services or procedures that Employee provldOIJ on belmlf ofBmployer. Such coverage shall have limits of liabillty in

3

.~··

6,

the' amount of One Million Dollill• ($1,000,000) per <ico,urrence, Tin"ee Million Dolla11! ($3,000,000) mlllion in l~e R8@'egllle. Upon terminatiml of Ibis Agreement, Employer and Employee ~hllllshore the cost of tail ooverage equally.

UNFAIR COMPETITION/COW?IDEN'J;!ALITY

6.1 C!JyemmJ;ofNon-Disclqsnre aad Non-Solicitation. Employee apecHically agrees tha.t,,whelher during the time he is an employee of Employer pursuant to tho Agreement cftheJ'Ilat'ler, ill any fusbion, form or manner, except for tho solo benefit ofEmployer or unloos specifically consented to in writing, whether o1·n¢ ftir compensation, he wlll not at any time:

(a) 'Ose o1· 'divulge, disclose ol' comnruniCilte to any person, fum or corponttlpn, in any mllll!ler whaisoeve1; any Cqn:fidehtial infunnation of any kind, nature or desc.t•iption.concerning any matters materially u:ffecting or relating to the buaine~m and piactice of Employer, including without limiting the genern!ity of the foregoing, the names or practloes of any of illl patients doe,tors, <:mployeea, referrulsolll'<les, contracto.rs, other service pro'Vi~nd third party payers, its marketing metliods ilnd related daul~ the fees it obtains or has obtalned or at wlrloh it prorldesi1B services, lillf(l, correspondenc!' or other writtenreoords used in the busifiells ofEmployer, compensation paid to employees and other terms of employllleJl4 lind any other . confidentiaJ.infonnation concerning the b\Jsiness (If Employer,

' '

(b) Divert or attempt to divert from. Employer, or any af!lllato of· Employer, or solloit, any of Employer's patleuts or referral soUrces m· other service providers with whom Employer has n blllliness or professional relationship; provided that Employer has or has had snob b'usin<llis or professional reilltionship pdor to or on the dille of tenninatloll of lhisl'lruployment Agreement, the parties hereto otipulat.ing tlvrt Um abuve·desorlbed business and profoasimi.at relatiocships are partlqularly important to the succesl!ful conduct of Employe!"• business !!Ud it& g<1odwilland thatSU<llt rela~onshlps would normally contimw unless interfered with; or

(c) fuduce or attempt to induce lillY person who is an lndej>endent contractor or employee of Employor dudng the tfll'm of or on the date u£ terminntion of thlsllmpfoyment Agreement to le!l'le the employ of Employer, tile parties hateto stipulating that the above-described employment relationships are parUcularly important to the allcoossful condm:t ofEmployer'• business and ita goodwill and that such ro!~onships wmild mrnmlly continue unless interfered with.

6.2 s;,ovenant not to Comnete. Dwing the term of this Agreement, Employee agrees that he shall not, directly or indirectly, "" an owner, director, officer, employee or con~ul1lrut, 'COmpete with the practice operated by

4

Employer, as constituted from time to t'une, without the prior wl'ii!I!D ,oonsallt ofEmployer. Tlrls covenant is in ad(!ltion to, and does not limit, ~uy coVllllllllt not to compete "that may be oontamed iu auy furore agreement between Employer and Employee.

' 6.3 Qh!!Its and Reoords. In the event. of termlnat~on ofEruployee'•

employnleilt ]Jereun,d~r, Etnployee shall, prior to or oo the date Of BUO!i termination, deliver to Employer (and will not keep in his possession or deliv01' to atlyone else or make ooplei! thereof) any. and all records, dal:tl, notes, reports, contl'ftC!B, disks, lists, Ph!!IIB, correspondence or auy oilier documents or property, or reproductions of any of the aforementioned items, belonging to Employer. For :PUl'Jl0!1t!B nf the foregomg, all patients' records and ch.artll constitute the property of'flmployer and, npo11 the termination of the Agreement, Empl<>yee shall deliverth61I1 to Etnployer as described in the previous sentence snd shall not be entilled to sny such . medical records unless the applicable patientrequest&ln wdtlng a different dispOllition of his records and in no events shall Employee be entitled to

. ihe 1-eoor~s or files of those patients whom he h's·not treated.

6.4 ·Iujunotive Relief. Blnployee aoknowled\11)• and agrees a1at any violation of tills section 6 would oousa inunediate irreparable damage to Employer snd Its business, and that It would be extremely dlfficnlt or Impossible IP determine that runount of damage unused to Employer. Employee therefore agree.~ that Employer's remedies at law are madequllte; and other relief to restt:aln any actu.al or threatened violation of this seotion 6 is appropriate, \Vithout lim!Ung any rem~dles Employer may have at law or i.q equity. ·

7. J'ERMANDJERMINATION .

7.1 Tenn. The i;utial term nfthis Agre61llent shall be tor a period of TWO (2) years (the "Initial Term"). This Agre61llent lllmll automalioaJly renew for a one year term at the end of the Initilll Tenn. Eithe~· Employee or Employer may terminate 1h.is agreement at the end of the then currll!ll term with mty (60) days wl'itten notice to the other,

7:2 Evru¢1 RtlSlilting in Tol'!nination. This agreeruent shall be terminated upon the occurrence of any of the following events:

(u) Whenever Blnployeo !hall not be a "licensed pernon;" ns defined in Californin CorpOl1ltJons Go<le Section 1340l(c), or whenever Employee shall becbme u: "dls(jUllllfiod peraotJ," as. defined in Corporations Code Section 13401( d), Without regard ro who thor such revocation or disqualification has been .finally adjudicated;

(b) Whenever Employer wd Employee shall mutually agree to ~atlo~ ·

5

-·

(c) The deuth of'Bmpl<>y~e;

. (d) The determination by. Employer !'hat Btnployao has vie>lnt<ld any code of ethics established by Employer or that &;nple>yoo has 1\liled to follow the reaa~>nable dil'eCtives of Employer;

( o) The convi<rtion of Employee of a fulony or any cril)le of moral turpitude;

· (t) Employee'& failur~ to take or pass a drug test reqnellled by Employer or EmP!o:Yee's impairment by virtue of drug use or substance abuse;

(g) The faUnre of Employee. to qualify for malpra<rtice irumranca;

(h) The failure to mtlintnin ll1l nctive DBA number;

(l) Employee's creation of a hostile or unploosant work envh"Onmont for other Employees of Employer;

0) IfEmployee boo~>mes dlsitblod for more than three {3) months, and that disability isllkely to peroist for at least one year. TWs likelihood shall bo detetmil!lld in the Ojllnion m' nn independent physician who regularly practices ln tho area of medioil.le that coyers the \YJl'e of disability in question, ·and 1)88 had the chtntco to independently ex~tnineBtnployee in !'Illation to the disability. For the pmyoses of this paru!ll'llph, "disabillty'' shall be defined in accordance wHh the terms of any disability insurMce policy on the Employee that is owned by the Corporation at tho time of the onoet of the disability,, ht the

· absen\>e of snob disability insur~nce policy, "disability" shall memt ·inability m' the Employee to perfmm, to the standards of a pmdont reproductiv~ endocrinologist, all or substantially all ofbis regulnr duties on behalf of Empl<>y<>l:.

(k) Following the initial tmn hereof, upon thlrty'(SO) days' prior wd!Wn · notice by either Employer or Emple>yee witho11t mmse; provided, however, that jf notice under this subsection io given lfy Employer, Employee shall be entitled to aeveranoo pay equal to three ·months' salary at Employee's tb.en applicable b88e salary.

Tb.e preceding notwlth~tnnding, tWs Agreement may be terminated at the option ofEmployer without advance notice ln the event Employe• cornmits my material act of dishonesty,.J~msa~•relessnes~ or mis0<1nd111>t, <>r acts, or QJil\ts to not, in any way that has a trecf, substiUltial il:tttnediote and detrimental <>ffeot on the patients of or 11.\goonduot ofthe·practioe of

.J!mplovor, as· detenl:rlned ~r Bihployor. ·- . •

7.::! Obllgations on Tetmill!l!iOil. Upon fulmination ofth\a Agreement for ltlly reason, Employee shall be entitled to the compenst+tion enrned but 1mpald

6

on the effective date of texmination. Employe!) shall return all property of ; Employer, including the cellular telephone issued to Empl<JYee,

8, QENERALPROy,!SIONS

8.1 l!ml.r• Agree!!l!llll. This Agreement contains the e11ti.te ag~·eement betwee11 the parties pertaining to the subject matter hereof and supers~ des aey and. all prior agreeJUeuts, rept-ese.utationa ami understandlngs of the parties, written or U.ral.

' . 8.2 . Notices, All no~ooo, reques!ll, consents,, dh'ectiona, ru1d demands

het·euuder shs\1 be deemed given and·delivered when: (a) personally delivered; (b) delivered via bonded oventight colltier (such as Federal Express or DHL); or ( o) three business days aft"'' being deposited in :the Unill:d State.S mail, postage prepaid, retom reccipt requested, to .<.\lthm'pm'ty at tblliaddt·essos below, or to snch other address llS 11 . potty runy .designata in wtiting with ten (Ill) 'days adva)'lce notice:

If to the ,Compaey or Dr. Salam:

IftoDr.Sills:

Pacific Reproduotive Cooter 3720 Lomita Blvd., Suite 200 'fornuteo, California 90505 Attn: Rifuat D. Salem, M.D.

Brie Scott Si!Js., M.D.

8.3 (fuvemlng Law, Thls Agreetnent and tho obligations of the pmiies hereUllder shall be interpreted, construed and enforced in accordance with the lawo of the

. State of California. "

8.4 No Wniyer, No consent, or waiver, Olq)Tilll& or implied, by any pilrty to, or of any bre~oh or default by any other party in, the perfrnmance ofifi< ohligation• hereunder shall be deemed or consll'ued to be a consent to or waiver of any other breach or dofault.inlhe performanoo by such othct parl.y of l'h!lsame or any other obligations haretlllder. Failure on the Pmt of a pmty to <~omplain of anr act of the other psrty ot·to declare a party In d<;l:lmlt, regardloos of h.ow long such fuUure coutinues, shllll not ~nstitute a waiver of such p~rly of its rights hereunder.

8.5 · SllYerability,' Ifan:nrovislonoftbia Agreemoot1s detennined oy an.y court of coJUpetentjurjsdictlon or arbitrator to i)e invalid, illegal, or unenfo.rcoable to any ex toot, that provisi011 will, if possible, be construed as !bough more narrowly dniwn, If a narrower constntotiQn would avoid !lint invalidity, illegality, or unonforceability or, if 'that is not possible, the provision will, to the (lllj<jJlt of that invlllldi1y, illegality, ot• un<~nforeeahility, be severed, and the remaining provisions of this Agreemo!lt wiU remain in offeut.

8,6 Bindlng Effect This Agreement l!hnlt be binding upon and inure to the benefit of the parties hereto and their respective ho.irs, oxe~mrors, administrators,

7.

potsonal representatives, auocessors and assigns. This Agreement, o1· any right or interest hexeunder, shall not bo assignable by any pwiy hereto without the written constlllt of any othet pal'llos hero\\l,

. 8.7 Counterp!!!l!!. Thi$ Agreement may be exec11ted in one or more · counterpal·ts, any one ofwhioh, if originally executed, shall be bindin~upon enoh ofthe . parties signlng thereon, and all of whlch taken together shall conatltute one and the Bl\lllo

instrument. Faesillllle signaturo pages shall be accepied as originals, and each party shall promptly forward an orlginal(y·oxecuted eopy of this Agreement to the other party.

8.8 Authority. E~ch party l'lUJre.ients and 'wal~ants to tho otl10rpartlos hereto that such party has the capacity and authority to enter into this Agreement and . catty out the transactions eontamp\ated herein.

8.9 Further A!!suriUio!l!!. Each party U!!feea 81ld covenant~ thet it will a1 any time und ftllm ti:mo to time, upon tho request of the other, execute, ac\<nowledge, doliver of perfbnn allsuoh ftlrther aoiJI, deeds, osSlgtmlOntR, transfem, conveyances and 4ssurances as may be required to carry out the terms and provisions of this Agreement.

8,10 Attorneys' Fees. ln the event of any dispute between partie& tc thls Agreement, the prwalling patty shall be enlitled to illlmediate pa)rolent of all costs incm1·ed by such party m such dispute, including, but not limited w, eourt cos1s and roosonable attorneys' fees. · ·

8.11 Amendment and Waiyer. No provision of this Agreement or any of the documents referred to herein may bo amended, modified, supplemented, chfltlged, waived, discharged ox terminated, except by a writing signed by or on behalf o£ each pnrty hereto. ·

8.12 Interpretation. This Agroement shall be construed in accordance with lts fulr meaning as if prepared by all parties horeto, nnd •hall not be interpreted

· against either party on tho basis that it 'Was prepared by ouo J?ru:ly or the other. The ¢11plioUB und headings used in this Agraernont are for <".onvenience only and do not in any way affect, limit, atUplify or modit)r tho terms and provisions thereof.

!N Wl'l'NESS WHEREOF, the undersigned have executed this Agroo!Uent as ()f the tlay and year first above written.

Employer:

EmtJloyee: Eric Scott SiUs, M.D.

8

EXHIBIT A

Ptaduc~lvlty Bonus Schedule

Pnrsuaut to ~ectiou3.2 offhe Agre,ement, Employee $hall be antltled to a productivity bonus for each Qualifying 1VF cycle In accordance with the following sch6dule:

The following lltunbers of cycles shall be calculated monthly. The number of Qualifying lVl' cycles shall begin at ZERO {0) on the 1'' day Of eaoh calendar month. All IVF oyole Is "Qualifying" lffue patient was lnitlally ••en fo~ fuoir inlti~l conaultation by Employee; and fuo patient had never beful'll undergone an IVF oy61e with Employ~r; and fue oyole was actually paid for and con;>pleted.

N'J!mber ~f Olmllf!jng·£Yllle In a calengnr month

()-7lh

8'1'-13'h

l41b-17'h

18"' or greater

Bonus por cycle

$0

$500

$750

$1,000

The following is hypo!hetioal and for olorificalion pmposes only, and is not lntended to gi11e an estimate or goarantee as to fue ammmt ofbonuslhat will be reoeived by lllnployee. Nothing conlalned In lhe following shaU superi~ede au)' tenn of fue Agreem.oot or this Exhibit A.

Example:

ll.ypolbOiioally, if Employee aha!! porfrunil9 Qualifying cycles bolwoon Oo!Ober 111 and October 31'', his · bonus wonld be oulollluted M f<lllOW!l:

For the l'lnit 7 cycles- No Bon118

For cycles 8-13 -$3,000 (6 cycl&x $300)

For oyolosl4 -17-$3,000 (4 cyal"' x $7$0)

Foi-oyulesl8 & 19-$2,000 (.2 cya/es x $1,000)

· Employe~'• prodmltivlty bonus for lhot11ond1 ofOctobOr would equaf$8,000 ($3,000 + $3,000 + $2,000). 1'his a.mollllt, toge!herwllh lillY bom$ oUJoUllts fm· Novomber and December, would bo poid ln ouo l>11l1I

with fuo first payroll of tho 1\>llowlng Tanomy, whlc:b Is th~ fimt payroll of tho sobsequ011t qu11rtor.

EXHIBIT "D"

Pacific Reproductive Center Dr Rifaat Salem 3720 Lomita Blvd Torrance, CA 90505

RE: 30-Day Notice of Resignation from Pacific Reproductive Center

Dear Dr Salem,

21 November 2013

Please accept this letter as my formal thirty (30) day notice of resignation from Pacific Reproductive Center, as required in our employement agreement.

Regards,

E.Scott Sills, MD PhD

PRC-00070

EXHIBIT "E"

Lynda Darna

From: Sent: To: Subject:

test [express@prc-ivf.oom] Thursday, January 16, 2014 2:48 PM support Fw: Spore Specimens

-:-: OriQinal M,~s~.~e ·;:- . . . (:'rgm[Dr:Scii .. :Shls;;:;·· ':· .. :· .. , ·. : :,; ' .... .. . : •,

. •: ,, ... . ., .... . : .. : To·: mel@scoflrvlne.com Sent: Friday, September 07, 2012 5:07PM

. Subject: Re: Spore Specimens

··.:. ·, ·. ·.',' •,' .~··, ...... · ..

I still hope we will get the written report soon ... it's good to know that even the exterior sample did not show mold outdoors! · ESS

Sent from my iPhone3G · near Los Angeles, Calif.

On 7 Sep 2012, at 05:37PM, "mel@scofirvine.com" <mel@scofirvine.com> wrote:

Dr. Sills, You are sllly ..... teehehe, Ok, "It has been written it shall be done!"

····-·-· Original Message -------· · Subject: Re: Spore Specimens From: "Dr. Scott Sills" <dr.sl!ls@prc-lvf.com> Date: Fri, September 07, 2012 4:53pm To:·"mel@scoflrvlne.com" <mel®scofirvlne,com>, Debbie Lieu <dlieu@prc-lvf.com> Cc: Mark Brown <mark@scoflrvlne.com>, "Dr. Rahll" <dr.rahll@iprc-lvf.com>, Gary Vlrglll <gvirglll@prc-ivf.com>

By the authoritY vested In me yesterday by the Duke of Torrance, i say "let It be so" · ESS

Sent from my 1Phone3G near Los Angeles, Calif.

on 7 Sep 2012, at 04:52PM, "mel@scofirvine.com" <mel@scoflrvlne.com> wrote:

Great news!! verbal results from lab are : All five specimens return CLEAN. Paul will send certification of Clean Air late this evening. With your permission I will proceed with remedial repair from Freddie fix all.

WOO·HOO!!I

CONFIDENTIAL OR P~IVILEGED: This ·communication contains information intended only far the use of the individuais to whom it is addressed and may contain information that is privileged, confidential or .exempt from other disclosure ___ ;..._~~""

?.:::117t-DaJ-~~

WWW.DEPQB()()X.COM

1

under HlPAA and/or applicable law. lf you are not the intended recipient, you are notified that any disclosure, printing, copying, distribution or use of the contents is prohibited. lf you have received. this in error, please notify the sender immediately by telephone or by returning it by reply email and then permanently deleting the.communication from your system. Thank you.

2

EXHIBIT "F"

50

~ 'ti 40 t: IU ·s:: 110

l!! 30 a. '#.

20

10

0

Dr. R. Salem Dr. S. Salem Dr. E. Sills

a total

R<35

PRC TORRANCE/IRVINE 2013

Age total < 35 Dr. R. Salem 58% 62% --Dr. S. Salem 47% 55%

Dr. E. Sills 15% 25%

····································-···~---------~ .. - ·-. ---~· ..

PRC00115

EXHIBIT "G"

---·--······----~-·-~····· ····-··~·''"'• ........... ~~-··· '' .. ,,

Mark Brown Surgery Center of Irvine, L.P. 10 Post Irvine, CA 92618

Eric Scott Sills 518~ Grinnell Lane Irvine, CA 92603

30'h September 20 13

J.Uil: Option to Sell Limited Pnrtner lntetest in Snrgery Cente1· of Irvine, L.I'. ($60,000)

Dear Mark,

I hope yo11 are doing well. At this time, I an\ electing to l:elminate my Limited Partner interest in the Surgery Center of Irvine. I now wish to redeem my shares for the amount equivalent to my personal Capital Account with SCI. The amount of my Capital Account Is $60,000.

This transaolim1 is detailed in Article lX, Section 9.8 of the Agl'ilement of Lln~lted Partnersllip, which in my oaae was executed afulr February 9, 2012.

l hereby request this remittance be delivered to me within sixty (60) days, as spoolfied in Artiule IX, Section 9.9 (page 20).

My option to sell has bren disc\ISsed fully with the Genernl Partner, Dr. Rifuat D. Salem, who Is aw111·e of the circumstances that require this action. Please .note that I am committed to sending all PRC surgery oases to SCI, as before, irt¢$1>oQ\ivo> of this transaotioo.

As you know, on atleMt one prior occMion your mail sent to mo here at my office has accidentally been delivered and opened by others. I would therefore appreciate YQUr sending this remittance to the home address listed above. ·

Thank you very muoh,

Eric Scott Sills, M.D. ffnr Murphy Women's Center!

EXHIBIT "H"

November 14, 2013

Documenting verbal communications from orR Salem to Dr Eric Sills.

On several occasions t;>r R Salem has communicated to Dr Sills that his lack of following PRC protocols has resulted In low pregnancy results specifically with Dr S!lls's patients. Dr. Sills has not shown any remorse or 'any accountability for this performance. Following are more details on the conversations.

• Protocol; new patients. Dr Sills deviates from the standard new patient work up, He Implemented a more esoteric and academic approach with new patients which deviates from th standard clinical protocol used with the other doctors. This resulted in delaying of testing and resulted In many patients going to other fertility centers. They became restless with unnecessary testlns.

• IVF protocols: PRC standard protocol for IVF plans would be to perform a Hysteroscopy on patients with has proved to significantly Improve the success l'ilte. Dr Slits substituted other test such as water sonogram or sent to an outside hospital for a Hysterosalplngram.

• During Embryo transfers procedures Dr Sills was given procedure suggestions by nurses and embryologist on how the procedure was dane with the other doctors yet Dr Sills choose not to follow these observations or to solicit or Salem's help and continues to use his own protocol.

• Dr Salem reviewed Dr Sills's success rate with him a few weeks ago and directed Dr Sills to Included Dr salem In all future procedures so that he could observe his technique and protocol. Specifically on Saturday Nov 2°0

, Or Salem waited for a call from Dr Sills so he could observe a transfer procedure scheduled for that day. Dr Sills failed to contact Dr Salem and Instead completed the procedure and call Dr Salem after the fact.

PRC00138

EXHIBIT "I"

~ P::~cific Reproductive Center ~ lfefpl11g Ci·eate Families livery D11y

November 21, 2013

Dr. Eric Sills

Re: Performance issues.

This letter is subsequent to several conversations between you and Dr. R. Salem and documents several area's in your performance that need to be addressed and corrected within the next 30 days.

• Anger management issues. o It has been reported by several employees that they experienced

open outbursts of anger directed toward them. o This has created a negative effect on the organization o At least one employee leaving the company to avoid further incidents. o Other employees have expressed that they do not want to work with

you. • Ignoring the chain of command

o You have consistently blocked yourself of the schedule without communicating the reasons to Senior Management

o You have not respected the requests by Dr. Salem to make yourself more available to other company facilities. Stating that your interest is not suited to cover outside of Irvine.

o You have taken no initiative to increase the business • Accountability of actions during PRC work time

o It has been observed that you stay in your office consistently with the door closed when not with patients. It is unclear as to what you are working on.

o You fail to interact with staff and manage the facility on a day-to-day business issues.

• Statistical results: o You success rate for achieving viable pregnancies with your patients

are unacceptably low. Resulting in patients leaving PRC. The PRC success rate as report to and by SART is 56%. Your personal success rate falls below 18% for the time period ofJanuary through September 2013

o You were hired under the assumptions that you were clinically trained to be successful in this job.

o At first interview you stated you were a clinician, not an academician o Over the course of2 years it have come to our attention that your are

in fact lack the necessary training and that you consistently refuse to follow PRC protocol. Your current standard of card has resulted in a

TOLL :FREE (866) 423-2645 www.PacificReproductiveCenter.com

PRC-00067

~Pacific Reproductive Center ~ Helpl11g C,.eate Families E1•my Day

lawsuit exposing and subsequently having a negative effect on PRC Irvine. Specific examples are:

• The cyst aspiration performed the day after egg retrieval exposed PRC to liability and malpractice.

• Two transfers in one cycle • Canceling transfer of a fresh IVF cycle and converting to frozen

embryo We also want to remind you, per the terms of your employment contract; that you need to refrain from communicating to any person, firm, or corporation any confidential information relating to Pacific Reproductive Center,

Effective immediately you will be expected to achieve the following standards of performance:

1. Control your anger management and improve your communication with the PRC staff.

2. Review your weekly schedule with Dr. Salem to ensure you are working in the best interest of PRC.

3. Make yourself available to see patients at any PRC facility as necessary. 4. All new patient' appointments will be done in tandem with Dr. R Salem or Dr.

Shala Salem. 5, All clinical procedures with be observed/overseen by Dr. R Salem to ensure

PRC protocol is followed.

We are taking these steps because we are concerned that your current performance is having a detrimental effect on our practice. We hope you will address and correct these issues immediately. Failure to follow these directives and to improve your performance in these areas may result in your te~w~th PRC.

Dr. Eric Sills Employee

Dr. Rifaat Salem CEO Pacific Reproductive Center

TOLL FlUlE (866) 423-2645

www.PacificReproductiveCenter.com

PRC-00068

. EXHIBIT "J"

November 21, 2013

Dr Eric Sills 10 Post Rd Irvine, CA 92618

Re: Position at PRC-Irvine

Dear Dr. Sills

It has recently come to our attention that the requirements for the title of Medical Director for a S.A.R.T certified center requires the Medical Director to be ABOG certified In reproductive endocrinology and infertility or currently enrolled in an ABOG approved fellowship.

It Is Imperative that PRC stays In compliance with SART, and as you are not ABOG certified, this letter is to advise you that effective immediately you may no longer fulfill the Med leal Director position. Additionally, with this change in title and responsibility you no longer qualify for the additional salary allocation of $50,000 annually, so effective this pay period your salary compensation will be adjusted accordingly.

Sincere I~

Dr. RSalem Pacific Reproductive Center.

TOLL FREE (866) 423-2645

www.PacificReproductiveCenter.com

PRC-00069

EXHIBIT "K"

November 22, 2013

Eric Sills MD

RE: Resignation letter

Dear Dr Sills.

This letter is to acknowledge receipt and acceptance of your 30 notice of resignation effective November 21, 2013. We wantto thank you for your two and half years of service to PRC.

Please be advised that effective Monday November 251h, 2013 you are released of any further service to

PRC. We are requesting you take your accrued PTO of 197.03hrs or 24.63 days beginning Monday November 251

h. You will continue to receive your full salary through December 20'1 and will maintain your medical insurance through the end of December. At the conclusion of your employment term you will be eligible for COBRA coverage if you so elect, paperwork will be forwarded to you at that time.

We will need to secure the return of company property such as cell phone, keys, parking pass etc. We can schedule a time to meet for their return or you can drop them off at the office at your earliest convenience. If you have any personal Items remaining at the office we will have them packed up and can be exchanged at the time the company property Is returned.

In regards to the outstanding loan of $15,000.00 we are requesting full payment from you in a separate check to fulfill this responsibility prior to the end of the 30 days.

Thank you for you cooperation, we wish to make this transition as smoothly as possible for both parties.

TOLL FREE (866) 423·2645

www.PacificReprudnctiveCcnter.com

PRC-00071

EXHIBIT "L"

Pacific Reproductive Center

Eric Scott Sills

City National #3735 FINAL PAYCHECK

Pacific Reproductive Center

Eric Scott Sills

City National #3735 FINAL PAYCHECK

Vl::'rsaCI'Wck FDrm 1000 G!esslc (00/13}

GROSS: Med Dep Pre Med EE Pre Dental Pre Vision Pre

Fed Inc Tax Medicare State Inc Tax

$536.28 155.36 41.12

6.93

2,043.20 128.70

769.47

$9,615.38

PTO: June 24,2013 Ortho Visit PTO: Sep 11-13 Out of town PTO: Nov22 PTO: 11/25-12/08 pay period PTO: 12/9 - 12/22 pay period TOTAL PTO

GROSS: Med Dep Pre Med EE Pre Dental Pre Vision Pre

Fed Inc Tax Medicare State Inc Tax

$536.28 155.36

. 41.12 6.93

2,043.20 128.70

769.47

$9,615.38

PTO: June 24,2013 Ortho Visit PTO: Sep 11-13 Out of town PTO: Nov22 PTO: 11/25-12/08 pay period PTO: 12/9 - 12/22 pay period TOTALPTO

12/19/2013

· 8 hrs 24

8 80 80

200

12/19/2013

8 hrs 24

8 80 80

200

4342

5,934.32

5,934.32

4342

5,934.32

5,934.32

www.versachoolcoem

PRC00073

EXHIBIT "M"

EXHIBIT "N"

PRC DONOR EGGS PROGRAM IRVINE & TORRANCE 2013 with Dr. Sills

# Date of Donor ID Age FET aCGH Surrogate Pregnant

retrieval 1 1/12/2013 IR-2012-LR-20 25 NO NO NO NO

2 2/6/2013 IR-2012-AV-17 27 NO NO NO YES

3 3/30/2013 IR-2012-AM-24 19 NO NO NO NO

4 4/7/2013 IR-2013-NP-01 23 NO NO NO NO

5 4/20/2013 I R-2012-TN-25 31 NO NO NO NO

6 6/17/2013 IR-2012-KS-27 21 NO NO YES NO

7 7/26/2013 IR-2013-JV-02 27 NO NO NO NO

8 8/26/2013 IR-2012-VS-05 21 NO YES NO NO

9 12/2/2013 IR-2013-MG-08 26 NO NO NO NO

TOTAL PREGNANCY RATE FOR DONOR 2013: 11% (1 / 9)

DONOR EGGS+ A-CGH= 0% PREGNANCY RATE.

DONOR EGGS+ SURROGATIVE= 0% PREGNANCY RATE.

EXHIBIT "0''

PRC DONOR EGGS PROGRAM IRVINE & TORRANCE 2014 with Dr. SALEM

# Date of Donor ID Age FET aCGH Surrogate Pregnant retrieval

1 1/2/2014 IR-2013-RB-12 25 NO NO NO YES 2 2/3/2014 IR-2013-EM-13 26 NO NO NO YES 3 2/4/2014 IR-2012-KS-27 22 NO NO NO YES 4 2/26/2014 IR-2013-RH-15 26 NO NO NO YES 5 3/10/2014 IR-2013-MR-11 26 NO NO NO YES 6 4/8/2014 IR-2013-MG-08 26 NO NO NO YES 7 6/13/2014 IR-2013-RB-12 25 NO NO NO YES 8 6/18/2014 IR-2014-MF-03 26 NO YES NO YES 9 6/24/2014 I R-2014-AH-07 24 NO YES YES YES 10 7/25/2014 I R-2014-KW-06 26 NO YES YES YES 11 8/5/2014 IR-2013-KT-10 25 YES NO NO YES 12 8/13/2014 IR-2012-KS-27 22 NO NO NO YES 13 9/12/2014 IR-2014-NR-04 28 NO YES NO YES 14 9/29/2014 IR-2014-AH-07 24 NO NO YES YES 15 11/12/2014 IR-2014-SG-12 22 NO NO NO YES 16 11/17/2014 IR-2012-KS-14 23 NO NO NO NO

17 11/18/2014 IR-2014-JR-14 22 NO YES NO YES

TOTAL PREGNANCY RATE FOR DONOR 2014:94% {16 /17)

DONOR EGGS+ A-CGH= 100% PREGNANCY RATE.

DONOR EGGS+ SURROGATIVE= 100% PREGNANCY RATE.

EXHIBIT "P"

The Society for Assisted Reproductive Technology

APPLICATION FOR NEW PRACTICE MEMBER CLINIC

SART number: (do not write in this space)

Legal Name of Practice:

Address:

Phone: ________________________ Fax: ______________________ ___

Clinic website: ---------------------------------------------------------

Primary Practice Member Clinic Personnel:

12/13

Practice Director: --------------------------------------------------­(See attachment A) - Must include CV

Phone: ____________________ Fax: ______________________ ___

Email: ------------------------------------------------

Medical Director: --------------------------------------------------­(See attachment A) - Must include CV, and current ABOG Certificate

Laboratory Director: ------------------------------------------------­(See attachment B) - Must include CV and current HCLD or ELD ABB Certificate

*Laboratory Supervisor: ----------------------------------------------­(See attachment B) - Must include CV and current TS or GS ABB Certificate *Only required if off-site lab director- Note, off-site lab director and lab supervisor cannot be the same person.

PRC00121

Page 2 of9

MEDICAL DIRECTOR

NAME: ___________________________ __ MD I DO (Circle one)

Date of first treatment cycle at present fadlity under current Medical Director:

Reproductive Endocrine/Infertility Fellowship Training:

Institution

Dates of training Program Director

REI Subspecialty Board Certified by ABOG: Yes I No (Circle one) Date certified:----If not currently board certified, most recent date passed written ABOG REI exam: ______ __

Verification of Status of Medical Director

I, , do hereby affirm that I meet the qualifications to serve as Medical Director of a SART member practice.

____ I am currently REI Subspecialty Board Certified by ABOG. (Please provide a copy of your most recent certificate or other proof of certification from ABOG showing expiration date. If enrolled in MOC, please provide proof of currency)

___ I am an Active Candidate for REI subspecialty certification by ABOG. (Please provide documentation from ABOG that you are or continue to be an Active Candidate, i.e., letter attesting to passing the ABOG written REI exam within 5 years.

__ I am eligible to serve as Medical Director because I fulfilled this role in a SART member practice prior to January 1, 2000. Please provide information below of practice in which you served as Medical Director.

Name: _________________________________________________ ___

Location: ________________________________________________ _

SART #: _____ Years served as Medical Director:-----------

My signature below shall attest to the truthfulness of all information provided above.

SIGNATURE: ----------------------------------DATE: ___________ _

12/13

PRC00122

Page 3 of9

LABORATORY DIRECTOR (If multiple labs are directed, each individual lab must be designated below)

NAME: _______________________ _

Highest Degree Attained: ______ Institution:-------------

Name of Laboratory:----------------------

Will this lab be directed off-site: Yes I No Please list the name, location and SART number for any additional programs for which this lab director functions as a Laboratory Director, inclusive of onsite and offsite (max allowed are 5 offsites)

1. SART # Onsite I Offsite 2. SART # Onsite I Offsite 3. SART # Onsite I Offsite 4. SART # Onsite I Offsite 5. SART # Onsite I Offsite

Verification of Status of Laboratory Director

I, , do hereby affirm that I meet the qualifications to serve as a Laboratory Director of a SART member practice.

I am a Ph.D. or M.D. and am HCLD certified by AAB. (Please provide a copy of your most recent certificate or other proof of certification from AAB showing expiration date).

I am a Ph.D. or M.D. and am ELD certified by AAB (Please provide a copy of your most recent certificate or other proof of certification from AAB showing expiration date).

I am eligible to serve as Laboratory Director because I fulfilled this role prior to July 20, 1999. Please provide name, location, and years in which you served as Laboratory Director.

Name:-----------------~-----------

Location: __________________________ _

SART #: _____ Years served as Laboratory Director:---------

My signature below shall attest to the truthfulness of all information provided above.

SIGNATURE: -------------------------------DATE: ______ _

12/13

PRC00123

Page 4 of9

LABORATORY SUPERVISOR

(Required for programs with an off-site Laboratory Director, or where the Medical Director is also the Laboratory Director. Of note, the designated lab supervisor cannot be the Lab Director)

NAME: ___________________________________________ __

Highest Degree Attained:-------------------

Institution:------------------------

Lab Director:-------------- Dates, ______ _

Verification of Status of Laboratory Supervisor

I, _ , do hereby affirm that I meet the qualifications to serve as Laboratory Supervisor of a SART member practice.

I am ELD certified by ABB {Please provide a copy of your most recent certificate or other proof of certification from ABB showing expiration date)

I am TS certified by ABB. {Please provide a copy of your most recent certificate or other proof of certification from AAB showing expiration date)

I am GS certified by ABB. {Please provide a copy of your most recent certificate or other proof of certification from AAB showing expiration date)

I am eligible because I fulfilled this role in a SART member practice prior to Jan 1, 2011. Please provide name, location, and years in which you served as Laboratory Director.

Name: ____________________________ _

Location: ___________________________ _

SART #: _____ Years served as Laboratory Supervisor:---------

My signature below shall attest to the truthfulness of all information provided above.

SIGNATURE: --------------------DATE: _______ _

12/13

PRC00124

Page 5 of9

MEMBER CLINIC PHYSICIANS

Please list ALL physician members of this clinic practice who will be performing ART procedures (Retrievals and/or embryo transfers) to be included in the annual SART report, including the Medical Director

1. ------------------------------------------MDI DO

2. ------------------------------------------MDI DO

3. --------------------------------------------MDI DO

4. ------------------------------------------MDI DO

5. --------------------------------------------MDI DO

6. --------------------------------------------MDI DO

7. --------------------------------------------MDI DO

8. ------------------------------------------MDI DO

9. ------------------------------------------MDI DO

10. --------------------------------------------MD I DO

11. ----------------------------------------------MD I DO

12. -------------------------------------------- MD I DO

13. --------------------------------------------MD I DO

14. -------------------------------------------- MD I DO

15. --------------------------------------------MD I DO

16. -------------------------------------------MD I DO

17. --------------------------------------------MD I DO

18. -------------------------------------------- MD I DO

• Please attach a list if additional space needed

12/13

PRC00125

Page 6 of9

Membership Requirements

• All new applicant practices that perform IVF will be considered Provisional members for a minimum of one year before becoming eligible for Active status. Provisional status automatically terminates 24 months after the date of initial application unless the practice qualifies for Active membership sooner. Any practice approved with a Medical Director that is an active candidate, but not board certified, will remain a provisional practice until the Medical Director obtains board certification. If the Medical Director loses active candidate status before becoming board certified, that Medical Director is no longer eligible to serve.

• SART must be notified of any change in the primary practice positions. If any two ofthe three directors change {Practice, Medical or Lab) within a calendar year, this may constitute a new practice and a new application must be submitted. These changes in personnel must be reported to SARTin writing. CVs are required for any and all changes in key personnel (Practice, Medical, Laboratory Director, or Lab Supervisor).

• Clinic specific results must be submitted annually with permission to publish and be validated.

• The IVF/Embryology laboratory must apply for certification by a SART accepted agency within two years of joining SART.

• ART team members agree to adhere to all current published guidelines and minimum standards of SART/ASRM.

I hereby apply for membership in the Society for Assisted Reproductive Technology on behalf of our practice. I certify that all of the above statements are correct. I understand that the requirements of membership include reporting specific results to SART for public disclosure and validation and remaining actively involved in ART. Continued membership also requires adherence to policies and guidelines as determined by SART. By accepting membership in SART, I agree to these requirements. By signing below I am also granting permission to SART to send me information via e-mail as applicable.

Date: __j__j __ Practice Director's Signature

Please return: o complete/signed application

12/13

o CV and current certificates for each primary practice personnel o $125 nonrefundable application fee to:

SOCIETY FOR ASSISTED REPRODUCTIVE TECHNOLOGY An affiliate of The American Society for Reproductive Medicine

1209 Montgomery Highway Birmingham, Alabama 35216-2809

Tel: (205) 978-5000 ext. 109 Fax: (205) 978-5015 E-mail: kliefferson@asrm.org

PRC00126

Page 7 of9

Attachment A

DESIGNATED PRACTICE DIRECTOR: The Practice Director must be a member in good standing of ASRM. The Practice Director is that individual who will assume responsibility and accountability for the activities of the practice related to Assisted Reproductive Technologies. The Practice Director is the individual responsible for official communication with SART, its registry, or its designees, and for ensuring that the practice follows the SART requirements for membership. The Practice Director does not have to be a physician.

MEDICAL DIRECTOR The Medical Director must be a member in good standing of ASRM. As of January 1, 2000, in order to obtain provisional status, the medical director of any practice must be REI subspecialty certified, an active candidate for subspecialty certification, or be grandfathered in under the terms listed below.

Active Candidate clause: Any Medical Director with provisional approval as an active candidate by ABOG, must provide proof verifying their passing of ABOG REI written exam within the previous 5 years with their application. In addition, an active candidate must achieve ABOG REI subspecialty board certification prior to the practice becomes eligible to transition from Provisional to Active Membership

Grandfather clause: Current medical directors in practices with SART provisional or active member status prior to 1/1/00 will be grandfathered. However, any replacement in this position within a practice must meet the REI requirement or have previously met the grandfather status requirement.

12/13

PRC00127

Page 8 of9

Attachment B

LABORATORY PERSONNEL

LABORATORY DIRECTOR The Embryology Laboratory Director must be a member in good standing of ASRM. This individual shall assume overall responsibility for the embryology laboratory. This must be the individual who will be listed as laboratory director for formal accreditation. The qualifications are those that are in compliance with the most current published minimum standards (Fertil Steril_ 2008; 90:545-59}.

Effective January 1, 2006, in addition to being in compliance with all published minimum standards (Fertil Steril_ 2008; 90:545-59), all new ART Laboratory Directors must attain ABB-HCLD (American Board of Bioanalysis High Complexity Laboratory Director) or ABB-ELD (American Board of Bioanalysis Embryology Laboratory Director) certification or an equivalent. Individuals who qualified as Lab Directors prior to that time are strongly encouraged to pursue ABB-HCLD or ABB-ELD certification.

Practices with "offsite" laboratory directors must have a qualified on-site laboratory supervisor. The qualifications of the laboratory supervisor are those that are in compliance with the most current published minimum standards (Fertil Steril_ 2008;90:545-59}

An "off-site" Embryology Laboratory Director is one whose primary directorship is at another physical facility that has a separate identification number (SART number, etc.), and a separate Medical Director. The following are not considered off-site situations;

A. Local satellite facilities in the same geographical area that are registered with the same SART Program and Medical Director.

B. Directors who offer their services to different ART programs in a sequential manner and are onsite at each program while cases are being performed.

An "offsite" Director has the same responsibilities as does an "onsite Director. See CDC's Model for Laboratory Accreditation for details. (Federal Register: July 21, 1999 Vol64 #139 [FR doc 99-18405 filed 7-19-99:11:53 am] Billing Code 4163-18-P). Among those duties are responsibilities for:

A. All laboratory protocols and activities at the off-site facility. B. The training (or ensuring the training) of the on-site staff, ensuring that technical

expertise is available for all of the ART Laboratory services provided at that site. C. Designating the means and times of regular and emergency communication with the

off-site facility. While the laboratory is actively treating patients, the offsite director is required to physically visit the laboratory at a frequency that will ensure the proper functioning of the Embryology Laboratory and assure appropriate patient care.

The off-site director must be present on site for any accreditation or certification procedures.

A Laboratory Director shall direct no more than five (5) separate laboratories of any type. Facilities are considered separate laboratories if they have different identification numbers from a State, Federal or Private accreditation or licensing body.

12/13

PRC00128

Page 9 of9

LABORATORY SUPERVISOR The Laboratory Supervisor must be a member in good standing of ASRM. The embryology laboratory may have one or more qualified laboratory supervisors who, under the direction of the laboratory director, provide day-today supervision of laboratory personnel performing ART procedures. If the medical director is also the laboratory director, there should be a designated laboratory supervisor. If the embryology laboratory director is primarily located off-site, there should be a designated laboratory supervisor. The laboratory supervisor cannot be the same individual listed as the laboratory director.

Qualifications: The embryology laboratory supervisor should either meet the qualification requirements designated for laboratory director or fulfill both of the following requirements:

A. Have an earned bachelor's or master's degree in chemical, physical, biological, medical technology, clinical or reproductive laboratory science from an accredited institution;

B. Have documented training, which includes performing, at a minimum, at least 60 ART procedures under supervision or have held this position in a SART member clinic prior to 1/1/2011 (Please provide name, location, SART number of practice, and years in which you served as Laboratory Supervisor).

In addition to meeting these requirements, the embryology laboratory supervisor should:

A. Obtain at least 12 hours of accredited continuing education annually in assisted reproductive technology or clinical laboratory practice.

B. Perform at least 20 ART procedures per year.

Responsibilities: These include day-to-day supervision and oversight of the embryo laboratory and laboratory director responsibilities as authorized in writing by the embryology laboratory director.

12/13

PRC00129

EXHIBIT "Q"

Lynda Darna

From: Sent: To: Subject;

test [express@prc-ivf.com] Thursday, January 16, 2014 2:47PM support Fw: Air Quality testing

----- Original Message ----­firjj.;<< br;'Soott.Srils ;> ·,:. :·< · · ·: · • ,., .. ·-.!!~,!,. ..,. .... ~-· ' .•. . ... · .... ·.

' ... . : '·;·: ...... :.: . . ·.: . ..

To: Debbie Lieu; Dr. RWaat Salem Cc: Dr, Shala Salem; Dr. Alison Peok; Mel Ayala; 'mark@soofirvlne.com' Sent: Friday, August 31, 2012 10:59 AM Subject: FW: Air Quality testing

HI Debbie,

I fully agree with controlling expenditures but I would like to alert 'PRC Corporate' to a recent situation where letting a simple problem go ignored can qulc\dy spin out of control.

This water damage problem at the Irvine office was discovered by me here on the morning of Sunday 121h August. 1

notified Dr R Salem and Marl< Brown by text Immediately. I did not receive any reply from Dr Salem, although Mark called me back within 30m ln. Yet SCI Is the tenant, not the owner, of the building. I was hoping that quick attention would allow any potential mold contamination to be assessed, and if needed, corrected. Alas, this has not been the case.

Indeed, tomorrow is September and still nobocly really knows If any decisive action has been taken on this. Remarkably, PRC continues to treat patients, run an embryology laboratory, & perform IVF procedures as If nothing unusual has happened. Now we apparently have several holes In the ceiling with small gnats or some little bugs buzzing around downstairs.

Any plan to reduce costs is certainly welcome, but these efforts must appreciate the Importance of simple pre-emptive maintenance and 'damage control' --neither of which is really happening now.

ESS

·----·----·-· From: Dr. Rahll Sent: Friday, August 31, 2012 11:26 AM To: mel@scofirvine.com; Gary Vlrglll; Dr. Scott Sills cc: Mark Brown; Raquel Subject: RE: Air Quality testing

Mel, please correct Dr Sills email address. He didn't get your email. I am forwarding this email to Dr Sills.

Environmental quality of the building is becoming a more serious problem as I noticed some bugs flying all over in the hallways. Remedial actions are requested to be taken asap. Thanks:

·------·-·---------· From: mel@scoflrvine.com [mailto:mel@scofilvine.com] Sent: Friday, August 31, 2012 9:36AM To: Gary Virgill; Eric Sillis, MD; Dr. Rahll Cc: Mark Brown; Raquel subject: RE: Air Quality testing

FYI, 1fo. :rt EXHIBIT fl Depone!)tj'/({)"= 1

D~ a WWW.DEPOBOOK.aoM

... ·········--···-------

lve had two of this mornings patients question what Is going on with ceiling as they enter the surgical center. These poor aesthetics reflect disorder. This In turn makes the patient question the facilities integrity and quality. I redirect patient address their concerns with dignity and excellence which Is continued by all nursing staff. Patients are all ready apprehensive coming In for surgery, any additional trigger needs to be avoided. With that said when can we clean this place up to reflect the high standard of care we provide for our patients??? Respectfully, Mel

·-------Original Message-------­Subject: RE: Air Quality testing From: <mel@scoflryjne.com> Date: Thu, August 30, 2012 9:33am To: "Gary Vlrglll" <gvirglll@prc-lvf.com>

Yes, the contractors are experienced In these types of mold extractions If any found and remediation of damages. I have been waiting for the OK to move forward since 8/13. May 1 proceed? mel

-------- Oliglnal Message-------­Subject: RE: Air Quality testing From: Gary Virglll <gvlralll@prc-lvf.com> Date: Wed, August 29, 2012 4:31 pm To: "mel@scoflrvine.com" <mel@scofirvine.com>

Mel, The safety of the patients and staff is paramount as we proceed forward with resolving this

mold problem. Testing to find out there is mold is half the solution be we also need to have an action plan. We need to find someone to test/treat and certify. If mold is dry it may only be in a dormant state, therefore, a guaranteed treatment is needed. Will any of the vendors you have been in communication with be able to assist with performing this?

--.-------From: mel@scofirvine.com [mallto:mel@scofirvine.com] sent: Wednesday, August 29, 2012 10:38 AM To: Gary Virgil I; Mark Brown Subject: Air Quality testing

Here Is the estimate for your approval CONFIDENTIAL OR PRIVILEGED: This communication contains information intended only for the use of the individuals to whom it is addressed and maY contain information that is privileged, confidential or exempt·_ from other disclosure under HIPAA and/or applicable law. If you are not the intended recipient, you are notified that any disclosure, printing, copying, distribution or use of the contents is prohibited. If you have received this in error, please notify the sender immediately by telephone or by returning it by reply email and then permanently .deleting the communication from your system. Thank you.

2

I

EXHIBIT "R"

EXHIBIT "S"

Eric S. Sills, M.D., Ph.D.

1 SUPERIOR COURT OF THE STATE OF CALIFORNIA

2 FOR THE COUNTY OF ORANGE - CENTRAL JUSTICE CENTER

3

4

5 ERIC SCOTT SILLS, an individual,

6

7

8

9

10

11

12

13

14

Plaintiff,

vs.

PACIFIC REPRODUCTIVE MEDICAL CENTER, INC.; RIFAAT D. SALEM, M.D.,

Defendants.

Case No. 30-2015-00812947-CU-WT-CJC

Volume I

February 10,2016

15 VIDEOTAPED DEPOSITION OF ERIC S. SILLS, M.D., Ph.D.

16 San Diego, California

17 Wednesday, February 10, 2016

18

19

20

21

22

23

24 Reported by: Jane Bramblett CSR No. 7574

25 NDS Job No.: 179423

1

Network Deposition Services, Inc. o networkdepo.com o 866·NET·DEPO

Eric S. Sills, M.D., Ph.D. February 10,2016

1 SUPERIOR COURT OF THE STATE OF CALIFORNIA

2 FOR THE COUNTY OF ORANGE - CENTRAL JUSTICE CENTER

3

4

5 ERIC SCOTT SILLS, an individual,

6

7

8

9

10

11

12

13

14

Plaintiff,

vs.

PACIFIC REPRODUCTIVE MEDICAL CENTER, INC.; RIFAAT D. SALEM, M.D.,

Defendants.

Case No. 30-2015-00812947-CU-WT-CJC

Volume I

15 VIDEOTAPED DEPOSITION OF ERIC S. SILLS, M.D., Ph.D.,

16 taken on behalf of the Defendants, commencing at 10:08

17 a.m. and ending at 5:09p.m., at 4365 Executive Drive,

18 Suite 950, San Diego, California, Wednesday, February

19 10, 2016, before Jane Bramblett, CLR, RPR, CCRR, CSR

20 No. 7574.

21

22

23

24

25

Network Deposition Services, Inc. • networkdepo.com • 866-NET-DEPO

2

Eric S. Sills, M.D., Ph.D.

1 APPEARANCES OF COUNSEL:

2

3 For the Plaintiff:

4 LENCEK, POURFALLAH & ASSOCIATES BY: MEGAN H. LENCEK, ESQ.

5 1100 Town And Country Road Suite 1250

6

7

8

Orange, California 92868 (714) 785-0030

mlencek@LPA-Legal.com

9 For the Defendants:

10

11

12

13

14

ANDREWS, LAGASSE, BRANCH & BELL, LLP BY: ERIN J. DENATALE, ESQ. 4365 Executive Drive Suite 950 San Diego, California 92121 (858) 345-5080 edenatale@albblaw.com

15 Also Present:

16 LAURA VELASCO, The Videographer

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February 10, 2016

3

Bl'ic S. Sills, M.D., Ph.D.

1 INDEX

2

3 WITNESS

4 ERIC S. SILLS, M.D., Ph.D.

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EXAMINATION

BY MS. DeNATALE

MARKED

Exhibit 1

Exhibit 2

Exhibit 3

Exhibit 4

Exhibit 5

Exhibit 6

Exhibit 7

Exhibit 8

Exhibit 9

Exhibit 10

Exhibit 11

Exhibit 12

EXHIBITS

DESCRIPTION

Notice of Taking Deposition of Plaintiff

Document entitled "Letter of Intent"

Document entitled Physician Employment Agreement," (Bates stamped PRC-00037 - PRC-00045)

7-6-13 letter to Yang from Salem

PSR Environmental Consulting

Email chain

Letter to Sills from Salem, 11-21-13

Letter of Resignation, 11-21-13

Letter from Sills to Quirk-Silva, 5-25-13

Analysis of PRC-Irvine total Receipts and Net Revenue

Email 11-24-15

Document entitled "Employment Contract"

February 10,2016

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Eric S. Sills, M.D., Ph.D. February 10,2016

1 Q And at the time you received the employment 11:49:01

2 contract, were you still in Dublin?

3

4

5

6

A Yes, ma'am.

Q Do you remember when you moved to

California?

A It would have been in end of June, early

7 July of 2011.

8 Q Okay. So you have a document I want to

9 mark as Exhibit 3, and that is the document that you

10 brought with you here today.

11 Is this the employment contract that you

12 referred to?

13 (Exhibit 3 was marked for identification.)

14

15

16

THE WITNESS: I believe it is. Yes.

BY MS. DeNATALE:

Q And that is the document that you received

17 from Billy Salem via email?

18

19

20

A

Q

Correct.

Would you still have those emails from

Billy Salem where he attached the employment

21 contract and the letter of intent?

22 A I don't know. It goes back quite a few

23 years.

Q Do you know what email address you would 24

25 have used to receive those documents?

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Eric S. Sills, M.D., Ph.D.

1 Pub Med.

2

3

4

Q

A

Uh-huh.

In fact, there's a textbook that was

written on had at least one chapter on the

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13:49:22

5 importance of air-handling in an embryo lab, which I 13:49:31

6 could provide to you later if you would like.

7 Q You mentioned earlier a report from the

8 spore person. Do you recall that person's name?

9

10

A

Q

No. But I may be able to find it for you.

Uh-huh. Maybe I can help you out. Would

11 it be Paul Legerski?

12

13

A

Q

Yes, ma'am.

All right. So this is a document that you

14 brought with you today.

15 MS. DeNATALE: And I will mark it as

16 Exhibit 5?

17 (Exhibit 5 was marked for identification.)

18 BY MS. DeNATALE:

19

20

21

22

Q And I will give this to you, Dr. Sills, and

ask if you recognize that document.

I do.

Q And is that the report you were referring

23 to earlier by the spore person?

24

25

Yes. I apologize for referring to him in

an informal fashion.

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1 Q That's okay. I'm not sure I would have

2 done any better.

3 What is the date on that report?

4

5

8

Q

September 7th, 2012.

And was Mr. Legerski called to conduct

6 testing at the Irvine location due to the concerns

7 that you mentioned about the roof leaks and

8 potential particulate matter making its way into the

9 building?

10 A I'm not exactly sure what triggered his

11 inspection.

12

13

Q

A

Okay.

As I mentioned, there have been months, if

14 not years, of leaks in the ceiling of that building

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13:51:17

13:51:39

15 sufficient to cause permanent stains on the concrete 13:51:50

16 floor at the top level of the building.

17 But I believe there was a specific acute

18 event where a pipe burst in the building sometime in

19 2012 that was, even for PRC standards, an unusual

20 watershed moment, no pun intended. And so that was

21 probably what caused this inspection to occur.

22 Q And after Mr. Legerski -- let me ask you

23 this: Did Mr. Legerski share this report with you?

24

25

A

Q

Not immediately, no.

How did you come to learn of this report?

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1 A Correct.

2 Q I have a document I want to show you. I

3 have copies. We can mark this as Exhibit 6.

4

5

And I will give you a minute to look this

over. And my first question is going to be whether

6 you recognize this document.

7 (Exhibit 6 was marked for identification.)

8 THE WITNESS: It's an email from me to Mel.

9 I'm not sure who that is.

10

11

BY MS. DeNATALE:

Q It looks like Mel's email address is

12 scofirvine.com. Would that be the Surgery Center of

13 Irvine?

14

15

8

Q

Correct. Yes.

Do you recall if Mel might have been an

16 employee there or a receptionist or someone at the

17 surgery center during your tenure at PRC?

18 I don't remember. What I see here is an

19 email from about the time of this test

20

21

Q

8

Uh-huh.

-- and I'm writing a letter on a Friday to

22 somebody named Mel to ask for the written report,

23 which apparently I don't yet have. And they write

24 back "It is written and it shall be done.''

25 Q Uh-huh.

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Eric S. Sills, M.D., Ph.D. February 10,2016

1 b And I see Mark Brown also is copied on that 14:11:35

2 as well as Dr. Rahil.

3

4

5

Do you know who Gary Virgil is?

That's a -- yes, ma'am. He was a employee

of PRC Torrance, but I can't remember exactly what

6 his job title was. But the problem is verbal report

7 from the lab says all five specimens returned clean.

8 There are five specimens. Specimen 1 is

9 the exterior specimen, so that's not really inside

14:11:50

10 the building. 14:12:19

11 Specimen 2 is second-floor conference room,

12 aspergillus detected.

13 Specimen 3, first floor surgery center

14 reception, mold spores present. Aspergillus and

15 cladosporium detected. 14:12:34

16 Specimen 4, which is the operating room,

17 mold spores are not present. That's a clean sample,

18 No. 4.

19 But No. 5, IVF, mold spores present.

20

21

cladosporium detected.

So the email I received on September the

22 7th is not agreeing with the written report. It's a

23 verbal report.

24

25

Q With the verbal report as outlined in this

email from Mel?

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Eric S. Sills, M.D., Ph.D. February 10,2016

1 old desk. 15:19:23

2 Q After Lynda made the statement --

3 A Yes.

4 Q that you just repeated, what did she

5 next say? 15:19:31

6 A She handed me the one-and-a-half-page

7 letter, which I believe you have a copy of, which

8 set out a number of points that in Rifaat Salem's

9 opinion needed serious corrective action.

10 Q I have copies of Exhibit 7.

11 (Exhibit 7 was marked for identification.)

12 BY MS. DeNATALE:

13 Q Is this the document that you were just

14 referring to, Dr. Sills?

15

16

b.

Q

I believe it is, ves, ma'am.

And this is the document that Lynda Darna

17 handed to you?

18 b. Correct.

19 Q Did she tell you who prepared this

15:19:54

15:20:11

20 document? 15:20:24

21 A No.

22 Q Did she review the document with you?

23 A I don't remember. I think that she gave me

24 a few moments to read it silently to myself.

25 Q And what did you say to Lynda, if anything? 15:20:44

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Eric S. Sills, M.D., Ph.D. February 10, 2016

1 office consistently with the door closed when not 15:22:36

2 with patients. It is unclear as to what you are

3 working on."

4 Well, I remember when I saw that, I showed

5 this to Lynda. This is actually the website at PRC, 15:22:48

6 and I've got a very prominent page with all of their

7 research on it. And I wrote every one of these

8 papers in my room with my door closed at Rifaat

9 Salem's express invitation. Got no money for this,

10 got no compensation, no bonus, no nothing.

11 So when I read this and I'm sitting here

12 letting the theme of his note kind of run over me,

13 I'm saying, "I can't stay here, and this is why I

14 want you to accept this letter. Here's why I'm

15

16

leaving." I gave that letter to Lynda.

Q I have that letter as well, that we will

17 mark as Exhibit 8. Here are copies.

18 (Exhibit 8 was marked for identification.)

19 BY MS. DeNATALE:

20 Q Is this the resignation letter that you

21 handed to Ms. Darna?

22

23

24

25

8

Q

8

Yes, ma'am.

When did you prepare this letter?

Probably a couple of days before the 21st

of November. You can see it doesn't require much

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Eric S. Sills, M.D., Ph.D.

composition and crafting.

Q When did you make the decision to resign

3 from PRC?

4

5

A The day I gave her my letter. I wouldn't

have quit earlier. I owed it to the organization,

6 the 30-day notice.

7 Q Were you thinking that you might not hand

8 this letter to Lynda, depending on how the day went

9 when you met with --

10 A Well, remember, I wasn't expecting to see

11 Lynda at all. I was wanting to hear out what the

12 person who recruited me, to give him one last chance

13 to say that there have been some serious mistakes

14 made and you have become the victim of a lot of it.

15 You can't grow your practice. Your

16 productivity is hampered. Your lab is a joke.

17 You've cut your pay for reasons that are not having

18 anything to do with anything that you did. But I

19 want to make it up to you somehow.

20 I was hoping he would say something like

21 that. I never even got a chance to see the man. He

22 was sitting in Dr. Rahil's room with the lights

23 turned off while I'm in there talking to his deputy,

24 Lynda Darna.

25 But obviously, when I see the letter that

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1 Dr. Salem's failure to remedy those situations he

2 did on purpose? He did with the intention of you

3 leaving?

4

5

6

7

A

Q

A

Q

8 resign?

A

I don't know.

Do you believe he is a poor manager?

Yes.

Do you believe that he wanted you to

I don't know. I know I didn't want to. 9

10 Nobody wants to have tumult and uncertainty and

11 change. People crave constancy, and I wanted to be

12 able to have that continuity. But I wasn't in a

13 position of any power to effect the changes that

14 needed to happen to make PRC Irvine or, in fact, all

February 10, 2016

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15:29:59

15 of PRC, including Rancho Mirage and the other places 15:30:17

16 that he had asked me to go help out at, to make them

17 reach their full potential.

18 Q Uh-huh. Uh-huh. I would like to go

19 through this document that Lynda gave to you on

20 November 21st, 2013. I know you mentioned you

21 refute many, if not all, of the bullet points in

22 this document; is that correct?

23

24

25

b.

Q

Correct.

During your tenure at PRC, did you ever

hear of any patient complaints about you or any

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Eric S. Sills, M.D., Ph.D.

1 SUPERIOR COURT OF THE STATE OF CALIFORNIA

2 FOR THE COUNTY OF ORANGE - CENTRAL JUSTICE CENTER

3

4

5 ERIC SCOTT SILLS, an individual,

6

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Plaintiff,

vs.

PACIFIC REPRODUCTIVE MEDICAL CENTER, INC.; RIFAAT D. SALEM, M.D.,

Defendants.

Case No. 30-2015-00812947-CU-WT-CJC

Volume II

15 VIDEOTAPED DEPOSITION OF ERIC S. SILLS, M.D., Ph.D.

16 San Diego, California

17 Friday, March 11, 2016

18

19

20

21

22

23

24 Reported by: Jane Bramblett CSR No. 7574

25 NOS Job No.: 179632

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240

El'ic S. Sills, M.D., Ph.D. March II, 2016

1 SUPERIOR COURT OF THE STATE OF CALIFORNIA

2 FOR THE COUNTY OF ORANGE - CENTRAL JUSTICE CENTER

3

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5 ERIC SCOTT SILLS, an individual,

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Plaintiff,

vs.

PACIFIC REPRODUCTIVE MEDICAL CENTER, INC.; RIFAAT D. SALEM, M.D.,

Defendants.

Case No. 30-2015-00812947-CU-WT-CJC

Volume II

15 VIDEOTAPED DEPOSITION OF ERIC S. SILLS, M.D., Ph.D.,

16 taken on behalf of the Defendants, commencing at 10:04

17 a.m. and ending at 4:12p.m., at 4365 Executive Drive,

18 Suite 950, San Diego, California, on Friday, March 11,

19 2016, before Jane Bramblett, CLR, RPR, CCRR, CSR No.

20 7574 0

21

22

23

24

25

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241

Eric S. Sills, M.D., Ph.D.

1 APPEARANCES OF COUNSEL:

2

3 For the Plaintiff:

4 LENCEK, POURFALLAH & ASSOCIATES BY: MEGAN H. LENCEK, ESQ.

5 1100 Town And Country Road Suite 1250

6

7

8

Orange, California 92868 (714) 785-0030

mlencek@LPA-Legal.com

9 For the Defendants:

10

11

12

13

14

ANDREWS, LAGASSE, BRANCH & BELL, LLP BY: ERIN J. DeNATALE, ESQ. 4365 Executive Drive Suite 950 San Diego, California 92121 (858) 345-5080 edenata1e@albblaw.com

15 Also Present:

16 JOHN AREL, The Videographer

17

18

19

20

21

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242

Eric S. Sills, M.D., Ph.D.

1 INDEX

2

3 WITNESS

4 ERIC S. SILLS, M.D., Ph.D.

5

6

7

8.

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EXAMINATION

BY MS. DeNATALE

MARKED

Exhibit 13

Exhibit 14

Exhibit 15

Exhibit 16

Exhibit 17

Exhibit 18

Exhibit 19

Exhibit 20

Exhibit 21

EXHIBITS

DESCRIPTION

Document entitled "SIMS IVF 2009 outcomes by Consultant: :Sills, Scott"

Document from HRC Fertility, 3rd quarter - 2014

Document entitled "Clinic Summary Report"

2-18-16 document from Society for Assisted Reproductive Technology

Employee Handbook for the California employees of Pacific Reproductive Center, July 2012

Complaint for Damages

8-11-15 letter from Petrofsky to Jennifer Sarkozy Branch

Letter from Salem to Sills, 11-21-13

Document entitled "Revised minimum standards for practices offering assisted reproductive technologies; a committee opinion"

March 11,2016

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Eric S. Sills, M.D., Ph.D.

MARKED

Exhibit 22

Exhibit 23

Exhibit 24

Exhibit 25

Exhibit 26

EXHIBITS (CONTINUED)

DESCRIPTION

11-22-13 letter from Darna to Sills

11-22-13 letter from Sills to Lieu and Darna

Email chain

Email chain

Email from Sills to Darna, 12-13-13

March 11,2016

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Eric S. Sills, M.D., Ph.D. March II, 2016

1 MS. DeNATALE: I want to mark a document as 14:01:26

2 Exhibit 19?

3

4

5

THE REPORTER: No. 20.

MS. DeNATALE: 20.

(Exhibit 20 was marked for identification.)

6 BY MS. DeNATALE:

7 .Q I will give you a moment to look this over.

8. And my first question is going to be if you

9 recognize the document marked as Exhibit 20.

10

11

12

.Q

Yes, ma'am.

And what is this document?

This is a letter written to me from Rifaat

13 Salem, dated 21 November, 2013.

14

15

.Q And in the letter Dr. Salem is advising you

that you are no longer able to fulfill the medical

16 director position at Irvine; is that accurate?

17

18

8

.Q

That is what the letter says. Yes, ma'am.

And prior to receiving this letter -- well,

19 strike that.

20

21

22

8

Q

Did Lynda Darna hand you this letter?

I believe that's correct. Yes.

Do you recall receiving this letter during

23 your meeting with Ms. Darna on November 21st, 2013?

24

25

A

Q

I believe so, yes.

Prior to receiving this letter, had you

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Eric S. Sills, M.D., Ph.D.

1 Q At the time you resigned, therefore, you

2 did not feel that you were entitled to a severance;

3 is that accurate?

4

5

A Well, the severance isn't contingent on me

doing my good-faith work to finish clinical duties

6 for the 30 days that follow.

7 Q What do you base your contention that you

8 were entitled to a severance on?

9

10

A Subparagraph K of the portion I referred to

a few moments ago. "Following the initial term

11 hereof upon 30 days prior written notice, • which I

12 did give, "employee shall be entitled to severance

13 pay equal to three months' salary at the employee's

14 then applicable base salary.''

15 Q So I think we skipped a sentence there

16 or, I'm sorry-- a clause in the paragraph.

17 Subparagraph K states, quote, "Following the initial

18 term hereof, upon 30 days prior written notice by

19 either employer or employee without cause provided,

20 however, that if notice under the subsection is

21 given by the employer, employee shall be entitled to

22 severance pay equal to three months' salary at

23 employee's then applicable base salary. •

24 You provided notice to PRC; is that

25 accurate, that you would be resigning?

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1

2

8

Q

That was the note, yes, from the 21st.

And my reading of this subsection K is that

3 if it were the other way around, if, instead, it

4 were PRC providing you with notice, you would be

5 entitled to a three-month severance. Is that

6 something that you disagree with?

7

8

9

10

11

8 No.

MS.

MS.

MS.

THE

I don't disagree with that.

LENCEK: Can we take a break?

DeNATALE: Sure. Okay.

LENCEK: Okay. Thank.

VIDEO OPERATOR: This marks the end of

12 Media No. 2, Volume II. We're going of the record,

13 and the time is 2:18 p.m.

14 (Recess)

15 THE VIDEO OPERATOR: We're back on the

16 record at 2:25p.m. This marks the beginning of

17 Media No. 3, Volume II.

18 BY MS. DeNATALE:

19

20

21

22

Q Dr. Sills, do you understand that you're

still under oath?

A Yes.

Q Is there any reason that you cannot

23 continue to provide your best testimony this

24 afternoon?

25 A No.

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1 your duties. And I have some documents I want to 14:53:02

2 show you and see if they will assist us in

3 establishing a timeline.

4 MS. DeNATALE: This first document I will

5 mark as Exhibit 24. 14:53:15

6 (Exhibit 24 was marked for identification.)

7 BY MS. DeNATALE:

8 Q I will give you a moment to look this over.

9 And my first question is going to be if you

10 recognize this document. 14:53:35"

11 I do.

12 Q What is this document?

13 These are printoffs of some emails to

14 various people pardon me -- at SCI and/or PRC.

15 Q It looks like you are not included on the 14:53:55

16 email string until about three-quarters of the way

17 down the first page. It appears Dr. Rahil includes

18 you on an email string because someone named Mel had

19 your email address wrong.

20 14:54:19 A Do you have the SART -- yes.

21 Q Do you need to take a break?

22 A No. I just wanted to get a piece of paper

23 to thank you.

24 So please continue. I'm sorry.

25 Q That's okay. My first question is, During 14:54:32

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Eric S. Sills, M.D., Ph.D.

1 the summer of 2012. But I could be wrong. I

2 believe there is a timeline that shows the outages

3 of the laboratory at PRC Irvine, the frequent

4 blackout periods where it was not open.

5 And that hurt me a lot, because those

6 patients that I would have seen, that I could have

7 taken care of totally in Irvine, now because of

8 water leaks and mold and spores, their embryology

9 services now had to be provided at the Torrance lab.

10 And I did lose some patients because the

11 inconvenience of having to have them go up to the

12 other laboratory.

13 So there's an example of a promise that

14 wasn't kept. We're going to fix this problem, and

15 it never got fixed.

16 Q I have another email -- I will show it to

17 you which will be Exhibit 2 5.

18 (Exhibit 25 was marked for identification.)

19 BY MS. DeNATALE:

20 Q And, again, I will let you peruse this

21 document for a minute.

22 My first question will be if you recognize

23 the document?

24

25 Q

I do.

And what is this document?

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Eric S. Sills, M.D., Ph.D.

1 ~ This is more emails regarding the spore

2 issue from 2000 and -- January 16, 2014, it says at

3 the top, but it's actually from October of 2013.

4

5

Q Right. And I'll represent for the record

that I believe Lynda Darna printed this email on

6 January 16th, 2014, but the substance of your

7 communications with Mr. Paul Legerski all appear to

8 be in the September and October 2013 time frame.

9 Do you remember -- strike that.

10 Looking at page 3 of this email, about

11 halfway·down the page, there is an originating email

12 from Dr. Legerski to you. The subject line is "Re:

13 Lab sheets for mold survey," and he sent this to you

14 on September 30th, 2013.

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14:59:36

15 Do you remember requesting that he send you 14:59:57

16 this information or what the impetus was for him to

17 send you this information?

18 A No, ma'am. But I believe it had to do with

19 the fact that a -- after many weeks or maybe even

20 months of trying to get the receipt, the

21 documentation from Mr. Legerski's audit, I did

22 finally receive it, but it was only a partial

23 report.

24 And I'm saying that because in my email of

25 September 30th, I say, "Can you send the second

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Eric S. Sills, M.D., Ph.D.

1 were much deeper problems. It wasn't an individual

2 problem. This was an institutional problem.

3

4

5

6

7

MS. DeNATALE: Let's take a break.

THE VIDEO OPERATOR: We're going off the

record, and the time is 3:18 p.m.

(Recess)

THE VIDEO OPERATOR: We're back on the

8 record, and the time is 3:30 p.m.

9 BY MS. DeNATALE:

10 Q Good afternoon, Dr. Sills. Do you

11 understand you're still under oath?

12

13

A

Q

Yes.

Is there any reason why you cannot continue

14 to provide your best testimony today?

March 11,2016

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15

16

A No. 15:30:42

Q Excellent. I want to turn again to the

17 complaint filed on your behalf in this action, and

18 specifically I want to look at the sixth cause of

19 action for promissory fraud, which is on page 27 of

20 your complaint. 15:31:02

21 Again, I don't want to read the complaint

22 verbatim, but from what I can surmise from a review

23 of your sixth cause of action is that you base it on

24 the November 22nd letter from Lynda Darna that you

25 received that we've talked about a lot, and the

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Eric S. Sills, M.D., Ph.D. March 11,2016

1 November 22nd email that you received from Debby 15:31:34

2 Lieu. For reference, the November 22nd letter is

3 marked Exhibit 22, and the November 22nd email from

4 Ms. Lieu is marked Exhibit 23. And I have both of

5 these here if you need them. 15:31:54

6 When you received the letter marked as

7 Exhibit 22 from Ms. Darna, did you have any

8 indication or did you have any belief, rather, that

9 Ms. Darna was not being honest when she wrote you

10

11

12

this November 22nd letter?

A I don't know.

Q How about Ms. Lieu when she wrote you the

13 November 22nd email in which she said that Lynda

14 would be coordinating, adjusting and approving your

15 time sheet? I think earlier you testified that --

16 again, you don't want to speculate, but you think

17 perhaps Ms. Lieu was removing herself from the

18 equation and that Ms. Darna would instead be

19 coordinating your hours, as it were.

20 Is that an accurate assessment of your

21 earlier testimony?

22

23

A

Q

Yes.

Do you have any evidence to suggest that

24 Ms. Darna did not believe that you would receive

25 your full salary through the date -- through your

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1

2

Eric S. Sills, M.D., Ph.D.

last date of work at PRC?

Do I have any evidence that Mrs. Darna

3 didn't believe I would no, I don't have any

4 evidence for her beliefs. No.

5 Q Do you believe that Ms. Darna did not

6 intend for you to receive your full salary through

7 the date of your -- strike that.

8 Do you believe that Ms. Darna did not

9 intend for you to receive your full salary through

10

11

12

your last day of work at PRC?

b.

Q

I don't know.

Your ninth cause of action relates to your

13 accrued PTO that I understand was used to compensate

14 you through your last day of employment at PRC. We

March 11,2016

15:33:09

15:33:23

15:33:40

15 talked earlier about your November 21st meeting with 15:34:10

16 Ms. Darna and your later receipt of the

17 November 22nd letter from Ms. Darna.

18 Do you recall if you ever returned to work

19 after the November 21st meeting with Ms. Darna?

20 A I was willing to do so, but the letter

21 that -- hold on a moment.

22

23

Q

A

Uh-huh.

The letter of the 22nd -- we would have to

24 check the day of the week on all of this, because it

25 could have been a weekend

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