United States Department of Justice 12/4/2017

a. Unallowable Costs Defined: All costs(as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Security Act, 42 U.S.C. §§ 1395-1395kkk-1 and 1396-1396w-5; and the regulations and official program directives promulgated thereunder)incurred by or on behalf of EFD, its present or former officers,directors, employees,shareholders, and agents in connection with: (1) the matters covered by this Agreement; (2) the United States' audit(s)and civil investigation(s) of the matters covered by this Agreement; (3) Everett's investigation, defense, and corrective actions undertaken in response to the United States' audit(s) and civil investigation(s)in connection with the matters covered by this Agreement(including attorney's fees); (4) the negotiation and performance of this Agreement; (5) the payment EFD makes to the United States pursuant to this Agreement; are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (FEHBP) (hereinafter referred to as Unallowable Costs). b. Future Treatment of Unallowable Costs: Unallowable Costs shall be separately determined and accounted for by EFD, and EFD shall not charge such Unallowable Costs directly or indirectly to any contracts with the United States or any State Medicaid program, or seek payment for such Unallowable Costs through any cost report, cost statement, information statement, or payment request submitted by EFD or any of its subsidiaries or affiliates to the Medicare, Medicaid,TRICARE, or FEHBP Programs. 4