Text Omitted for Confidential Treatment. The redacted information has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
Text Omitted for Confidential Treatment. The redacted information has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Exhibit “B” PER PROCEDURE PAYMENTS Annual Paid Procedures Performed Per Procedure Payment 1-80 [*****] per Procedure 81-125 [*****] per Procedure 126+ [*****] per Procedure Notwithstanding anything to the contrary set forth herein, for purposes of determining the Per Procedure Payments, (a) only those Procedures performed on or after the First Esprit Procedure Date shall be counted; (b) the number of annual Procedures performed on the Esprit or using any other equipment or devices shall be reset to zero (0) at the commencement of each anniversary of the First Esprit Procedure Date; (c) Charity Procedures and Excluded Procedures (Hospital shall be allowed to perform up to two (2) Procedures annually on its Linear Accelerator) shall not be counted towards the annual Procedures performed; and (d) there shall be no retroactive adjustment of the Per Procedure Payments irrespective of whether the number of Procedures performed reaches a lower Per Procedure Payment level. For example, if during an annual measuring period, the number of annual counted Procedures totals 150, then, the Per Procedure Payments for the first 80 Procedures would remain at [*****] per Procedure while the Per Procedure Payments for the next 45 procedures (i.e., for Procedures 81 through 125) would be [*****] per Procedure and the next 25 procedures would be [*****] Per Procedure. There are no minimum volume requirements. For Procedure count purposes, any patient treatment provided on a fractionated basis shall count as one (1) Procedure.
Text Omitted for Confidential Treatment. The redacted information has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Notwithstanding anything to the contrary contained in this Amendment Three, GKF makes no representation or warranty to Hospital concerning the Reload, and GKF shall have no obligation or liability to pay any damages to Hospital resulting from the Hospital’s inability to perform Procedures during the time required for the Reload, including, without limitation, any lost revenues or profits during the period of time that the Equipment is unavailable to perform Procedures during the Reload.
Text Omitted for Confidential Treatment. The redacted information has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Exhibit “1” LGK END USER LICENSE AGREEMNT
Text Omitted for Confidential Treatment. The redacted information has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. The parties acknowledge that Hospital may not be able to perform Procedures for approximately three weeks during the Reload. Until such time as the Perfexion is no longer able to perform Procedures due to the Reload, Hospital shall continue to perform Procedures using the Perfexion. Notwithstanding anything to the contrary contained in this Amendment Two, GKF makes no representation or warranty to Hospital concerning the Reload, and GKF shall have no obligation or liability to pay any damages to Hospital resulting from the Hospital’s inability to perform Procedures during the time required for the Reload, including, without limitation, any lost revenues or profits during the period of time that the Equipment is unavailable to perform Procedures during the Reload.
Text Omitted for Confidential Treatment. The redacted information has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. “If no Procedures are performed by Hospital or any other person utilizing the Equipment or any other equipment devices, Hospital shall not owe any Lease Payment to GKF. In the event a Procedure is not completed due to a technical problem with the Equipment, the Hospital will not be charged a Lease Payment for such Procedure. GKF shall submit an invoice to Hospital on the fifteenth (15th) and last day of each calendar month (or portion thereof) for the actual number of Procedures performed during the first and second half of the calendar month, respectively. The Hospital shall pay invoices received within thirty (30) days after submission by GKF to Hospital. All or any portion of an invoice which is not paid in full within forty five (45) days after submission shall bear interest at the rate of the lesser of one percent (1.0%) per month (or the maximum monthly interest rate permitted to be charged by law between an unrelated, commercial borrower and lender, if less) until the unpaid rent invoice together with all accrued interest thereon is paid in full. If GKF shall at any time accept a Lease Payment from Hospital after it shall become due, such acceptance shall not constitute or be construed as a waiver of any or all of GKF’s rights under this Agreement, including the rights of GKF set forth in Section 20 of the Agreement. “Within ten (10) days after Hospital’s receipt of written request by GKF, GKF shall have the right to audit all applicable books and records during normal business hours to verify the number of Procedures performed by Hospital or its agents, representatives, affiliates, joint ventures and/or partnerships utilizing the Equipment and/or any other equipment or devices, and Hospital shall provide GKF (or cause GKF to be provided) with access to such books and records; provided that any patient names or identifiers shall not be disclosed. GKF shall not have access to nor shall it directly or indirectly access any “Patient Health Information” as such terms are defined by HIPAA. GKF agrees that it shall execute such documents and agreements as may be reasonably required by Hospital to assure compliance with HIPAA.”
Text Omitted for Confidential Treatment. The redacted information has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Exhibit A PHYSICAL SPACE [*****] Text Omitted for Confidential Treatment. The redacted information has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. LEASE PAYMENTS Annual Technical Component Collections Percentage of Technical Component Collections Payable To GKF (“GKF Percentage Allocation”) 0 - $1,000,000 [*****] $1,000,00 + [*****] Notwithstanding anything to the contrary set forth herein, for purposes of determining the Lease Payments, (a) the Technical Component Collections shall be reset to zero (0) at the commencement of each anniversary of the First Procedure Date; and (b) there shall be no retroactive adjustment of the GKF Percentage Allocation irrespective of whether the Technical Component Collections reaches a lower GKF Percentage Allocation. For example, if during an annual measuring period, the Technical Component Collections totals $1,200,000, then, (i) the GKF Percentage Allocation would remain at [*****]for the first $1,000,000 of Technical Component Collections (i.e., [*****]), and (ii) the GKF Percentage Allocation would be [*****] for the remaining $200,000 of Technical Component Collections (i.e., [*****]). There are no minimum volume requirements.
Text Omitted for Confidential Treatment. The redacted information has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Exhibit 8.1(3) HOSPITAL’S COST COMPONENT Rental for Physical Facility Space [*****] Hospital’s Equipment Operational Cost [*****] On each anniversary of the First Procedure Date, Hospital may adjust Hospital’s Equipment Operational Cost component up or down, which increases or decreases shall directly correlate to increases or decreases in Hospital’s direct costs related thereto (excluding administrative or overhead expenses) supported by documentation reasonably satisfactory to GKF.
Text Omitted for Confidential Treatment. The redacted information has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. and the installation of the new gamma knife equipment, the parties may agree to utilize one or more of the same contractors for both deinstallation and installation (a “Shared Contractor”), subject however, to mutual agreement by the parties of the allocation of such Shared Contractor’s fees and costs between deinstallation and installation, which allocation is to be provided in advance in writing to the parties by the Shared Contractor. If the parties mutually agree in their respective sole discretion to use the Shared Contractor, then, (i) GKF shall be solely responsible for payment of the agreed-upon portion of Shared Contractor’s fees and costs allocated solely to the deinstallation and removal of the Perfexion, and (ii) Medical Center shall be solely responsible for payment of the agreed-upon portion of Shared Contractor’s fees and costs allocated solely to the installation of the new gamma knife equipment; provided that, in accordance with Section 4.4 of the Agreement, Medical Center shall remain responsible, at Medical Center's cost and expense, to provide GKF with Medical Center personnel (including Medical Center physicists) and services upon request and as reasonably required by GKF to oversee, supervise and assist with such de-installation and removal. In the event the parties do not agree on the use of a Shared Contractor, the parties will then have the right to use their own contractor.
Text Omitted for Confidential Treatment. The redacted information has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. GK FINANCING, LLC TUFTS MEDICAL CENTER, INC. /s/ Xxxxx X. Xxxxxx /s/ Xxxxxxxx X. Xxxxxxx By: Xxxxx X. Xxxxxx By: Xxxxxxxx X. Xxxxxxx Its: Chief Executive Officer Its: Sr. VP & Chief Financial Officer Exhibit 10.1 [*****] Text Omitted for Confidential Treatment. The redacted information has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Exhibit A PER PROCEDURE PAYMENTS Annual Procedures Performed During the Extension Period. Non-MedicareFee Per Procedure MedicareFee Per Procedure1 [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
