May 10. 2015 Bruce D. Varner, Chairman Janet Napolitano, President, University of California University of California Board of Regents 1111 Franklin Street, 12th Floor Oakland, California 94607 Dear Bruce and Janet, In my letter to you of April 2, 2015, I expressed serious concerns about the version of the facts set forth in the memorandum dated March 3, 2015 Report") from Keith Rohman to Daniel Dooley dealing with supposed retaliation against Dr. Feinberg and con?icts ofinterest. Thank you, first, for allowing me to respond with a correct version of the facts, and, second, for agreeing this response be associated physically with the P11 Report in the same file so that a full and balanced view can be taken by third parties reviewing the P11 Report. As a courtesy, I would appreciate receiving notice of any request for the P11 Report in the future (although I do not have an intention of pursuing any remedy following this letter). The P11 Report consists of 37 pages of descriptions of interviews with various persons whose names have been redacted in the copy sent to me. Much of the information is simply Person repeating what they heard Person say. Many interviewees seem not to remember or contradict the subject that was discussed or the date of a meeting or phone call. There are too many purely factual mistakes (eg. the reference on page three to the "UCLA/Doheny" deal when the Project Angel deal is intended, or, on page 11, my $100,000 contribution to "Jules Stein Institute? when in fact the contribution was made to UCI) to address all of them here. With this in mind, I will focus on a few important areas that I feel deserve correction and emphasis in order to have a true understanding. 1. I Sought Legal Advice Immediately from the UC General Counsel Charles F. Robinson after UCLA Itself First Raised the Possibility of a Transaction with Me. The facts are undisputed that Santiago Munoz, the chief strategy officer for the UCLA Health System, personally raised the possibility of leasing space from my clinics in connection with the Doheny Institute transaction. (P11 Report, Page 7.) This occurred in a face to face meeting on October 14, 2013 at UCI. In fact, UCLA prepared and sent me a proposed con?dentiality agreement on October 25, 2013. If UCLA had no intention of discussing a transaction with me, there would have been no need to send me a con?dentiality agreement. I never signed the UCLA agreement. Dr. Feinberg confesses to being somewhat deceptive about the subject. On page 8 of the P11 Report, he told Mr. Rohman that the subject ofleasing space was discussed but said thisjust being polite. We didn?t really mean it." In doing so, Dr. Feinberg created a misunderstanding and deceived me into believing he intended to explore the possibility of a transaction. It goes without saying that legal structuring and approval would have been required no matter whether the transaction took the form of a collaboration, leasing of space, or purchase of clinics. I told Dr. Feinberg in our October 17, 2013 face to face meeting that I would have to discuss any transaction with the physicians working in my clinics. After receiving by email the con?dentiality agreement prepared by UCLA, I immediately called Chairman Varner. He asked me to speak with UC general counsel Charles F. Robinson and to keep Chairman Varner informed because ofthe potential con?ict of interest we both recognized. Chairman Varner corroborates his instruction to me to call Mr. Robinson. (PII Report, Page 18.) Mr. Robinson admits I called his of?ce after I received the con?dentiality agreement from Mr. Munoz on the 25th and scheduled a call specifically to seek his legal advice. When Mr. Robinson and I spoke on October 30, 20l 3, the topics included rental of clinics, acquisition of my clinics, sale of the clinics to a third party such as Doheny Institute and his opinion regarding what procedures or structures would be required for a transaction between UCLA and any Regent to conform to Regent policies. He said he would look into the matter and get back to me. Mr. Robinson admits that I told him I did not want to do anything that was wrong or inappropriate under policies and that I wanted everything to be "completely above board." (PII Report, Page 16.) He also states that I asked questions about whether there was a way of handling a transaction that included UCLA and Doheny so that it would not pose a con?ict with UC policies. (PII Report, Page 16.) There certainly was never any doubt on either side that a transaction between a Regent and the UC would require legal input as to both structure and compliance with UC rules. Despite my request during the call of October 30, 2013, Mr. Robinson does not claim to have ever sent me his conclusions or advice. Chairman Varner will con?rm that he followed up with Mr. Robinson in early to mid-November to inquire the status of Mr. Robinson's advice and that Mr. Robinson said he was still unclear about the advice he would provide. From my standpoint, no one ever told me that UCLA was not interested in pursuing, after the Doheny deal would close, an opportunity with me. Many months later, after the so?called whistleblower complaint was received, Mr. Robinson told both me and Chairman Varner that I should not worry about the complaint. 2. The PII Report Specifically Concludes That I Did Not Retaliate Against Dr. Feinberg and that Dr. Feinberg in Fact Violated Regent Policies in Signingthe UCLA Anthem Deal. The allegation that "retaliated" against Dr. Feinberg is particularly distaste?il for at least three reasons which prove, in my View, that Dr. Feinberg is no ?whistleblower.? The ?rst is that the P11 report speci?cally ?nds I did not retaliate against Dr. Feinberg. Period. The second is that there is no explanation of why there was such a long delay between my discussions with Mr. Munoz and Dr. Feinberg for those few days in October 2013 and Dr. Feinberg?s complaint almost a year later in 2014. If Dr. Feinberg truly believed my conduct was against Regent policies, he waited almost 12 months before formally complaining. Similarly, although I disclosed all of the facts to the UC general counsel contemporaneously with my meeting with Mr. Munoz and Dr. Feinberg in October 2013, Mr. Robinson did not report my conduct at the time as a breach of Regent policies. The obvious implication is that none of these UC of?cials thought my conduct deserved rebuke. The third is that Dr. Feinberg was found in fact to have violated Regent policies by signing the UCLA Anthem transaction without authorization. This further establishes that my criticism of Dr. Feinberg was entirely justi?ed and that his complaint of retaliation was simply a way of "getting even" with me. 3. No Good Deed Goes Unpunished. When Santiago Munoz raised on October 14, 2013 the issue of leasing space for Doheny doctors in my clinic, I attempted to respond in a helpful fashion by discussing the capabilities of my own clinics. At page 7 of the P11 report, the witness interviewed admits that Mr. Munoz asking about space would have been a good question to ask as there were space and capacity issues resulting from the Doheny af?liation." A few days later (on October 17, 2013) when I visited Dr. Feinberg's office at the same time as a hospital visit by my spouse, Mr. Munoz, Dr. Feinberg and I were still in discussions in his office about how working together with a combination of strong ophthalmology practices could be of mutual bene?t. It beggars belief that Dr. einberg would cause UCLA to send me the following week (October 25, 2013) a con?dentiality agreement to facilitate discussion of an arrangement that Dr. Feinberg claims he didn?t want to discuss. Of course, it is entirely possible that Dr. Feinberg was simply not being candid with me. If so, his lack of candor mislead me into thinking he wanted to discuss a combination of ophthalmology capabilities when he did not. No one told me different. At page 7 of the PH Report, Dr. Feinberg admits this when Dr. Feinberg (at the face to face meeting of October 17, 2013) "suggested they [Feinberg and De La Pena] discuss a possible purchase of the Clinics the Doheny deal was closed." [Emphasis added] During the next two weeks after October 17, 2013, I discussed with Dr. Feinberg the possibility of a mutual transaction involving Doheny Institute and concluded it would not work. No further discussions about a transaction involving Doheny occurred between UCLA and me afterwards. 4. Exaggerated Claims. We all take our ethical obligations very seriously and my long career and public service demonstrates my own commitment to these obligations The fact that I immediately consulted with the general counsel of the UC in compliance with instruction from Chairman arner is proof that 1 had no intention to go against Regent policies. Because the PH Report does not set forth a day by day chronology, it gives the impression that my activities regarding UCLA stretched over a period of months. The actual truth is that only 16 days elapsed between the time that Mr. Munoz discussed leasing space in my clinics (October 14, 2013) until I consulted directly with the UC general counsel for legal advice (October 30, 2013). I never received any clear advice or instruction from Mr. Robinson, other than on November 25, 2013. On that day he told me he was still unclear about the issue, and that he thought it best for Dr. Feinberg and I to refrain from further conversations until further advice, and then only orally and not in writing. I had one meeting in person with Dr. Feinberg and Mr. Munoz on October 17, 2013 and followed this up with several brief phone calls to Dr. Feinberg in the following two weeks. My only other contact with Dr. Feinberg or anyone at UCLA was on November 25, 2013 at Cavallo Point in the presence of UCs general counsel. I take strong exception to Mr. Rohman?s use of the word "orchestrate" at page 22 of the P11 Report because it carries the connotation of a surreptitious attempt to avoid ethical duties. The use of that word maligns the usual and customary efforts of a businessman to find legal ways of solving legal problems. It is not unethical to ask lawyers (like Mr. Robinson) to explore legal ways of accomplishing desirable business goals. No one can truthfully claim that there is anything ?surreptitious? about my conduct with Chairman Varner, Mr. Robinson, Dr. Feinberg or Mr. Munoz. From my point of view, after having consulted with the UC general counsel on October 30, I do not believe anyone can reasonably believe that I was using my official position to influence the making of a government decision to my personal bene?t. And, of course, any actual decision was not that of Dr. Feinberg's to make. Such a decision was subject to the vote of the Regents in any event. Summarizing, Dr. Feinberg appears not to have been candid. He should not have misled me into thinking he wanted to pursue a business transaction that would occur completion of the Doheny deal if he did not. Mr. Robinson and I had different interpretations about his oral instructions to me. This could have been easily remedied with a simple email or letter by Mr. Robinson after our October 30, 2013 call. It is illogical that 1 would ask Mr. Robinson again on January 22, 2014, in front of Chairman Varner and President Napolitano, about possible legal ways to work together with UCLA. (including a donation) if Mr. Robinson had given me clear advice and if I had known that UCLA had no interest in pursuing a working relationship. Sincerely, W2- WILLIAM DE LA PENA MD.