EXHIBIT 10.19.2
AMGEN RENAL CARE GROUP, INC. AGREEMENT NO. 200308361
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This Agreement ("Agreement") between Amgen USA Inc., located at Xxx Xxxxx Xxxxxx
Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 ("Amgen") and Renal Care Group, Inc.,
located at 0000 Xxxx Xxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxx 00000 ("RCG"),
sets forth the terms and conditions for the purchase of EPOGEN(R) (Epoetin alfa)
and Aranesp(R) (darbepoetin alfa) (collectively, "Products") by RCG.,
exclusively for the treatment of dialysis patients.
WHEREAS, Amgen and RCG are parties to Agreement #20010240, effective
January 1, 2002, which has previously been amended and restated (the
"Prior Agreement");
WHEREAS, the Prior Agreement expires as of December 31, 2003, and the
parties desire to enter into this Agreement to replace the Prior
Agreement upon its expiration.
NOW THEREFORE, in consideration of the premises and of the mutual
covenants, representations and warranties set forth herein, the parties
agree as follows:
1. TERM OF AGREEMENT. The "Term" of this Agreement shall be defined as
January 1, 2004 ("Commencement Date") through January 31, 2006
("Termination Date"). Until the beginning of the Term of this
Agreement, the Prior Agreement shall remain in full force and effect
between the parties.
2. RCG AFFILIATES. RCG must provide Amgen with a complete list of its
dialysis center affiliates ("Affiliates") on the date this Agreement is
executed by RCG. Only those Affiliates approved by Amgen and referenced
in Appendix B hereto will be eligible to participate under this
Agreement. Modifications to the Affiliates included in Appendix B may
be made pursuant to the request of RCG's corporate headquarters and are
subject to approval and acknowledgment by Amgen in writing.
Notification of proposed changes to the list of Affiliates must be
provided by RCG to Amgen in writing at least thirty (30) days before
the effective date of the proposed change. Amgen reserves the right to
accept, reject, or immediately terminate any Affiliates with regard to
participation in this Agreement, if Amgen reasonably determines that
such Affiliate is not properly classified as a freestanding dialysis
center or home dialysis support facility or if Amgen determines such
Affiliate is a party to another purchase agreement for EPOGEN(R) or
Aranesp(R) with Amgen.
3. AFFILIATE ACQUISITIONS. Should RCG acquire additional Affiliates during
the Term, and such acquisitions result in an aggregate incremental
increase in total prior year base sales by more than * Million Dollars
($*), then Amgen and RCG agree to meet and in good faith review the
Agreement in light of the evolving business conditions. For purposes of
this section, base sales will be derived using the rolling twelve (12)
month period immediately preceding the Affiliate acquisition that
causes RCG to meet the * Million Dollars ($*) limitation, and using the
* in effect at *.
4. OWN USE. RCG hereby certifies that Products purchased hereunder shall
be for RCG's "own use", for the exclusive treatment of dialysis
patients.
5. AUTHORIZED WHOLESALERS. Attached hereto as Appendix C is a complete
list, as of the date of execution of this Amendment, of the wholesalers
from which RCG intends to purchase Products pursuant to this Agreement.
All of the wholesalers so designated by RCG are hereby approved by
Amgen to participate in this program and are deemed "Authorized
Wholesalers". Notification of proposed changes to the list of
Authorized Wholesalers must be provided to Amgen in writing at least
thirty (30) days before the effective date of the. proposed change.
Amgen reserves the right to accept, reject, or immediately terminate
any wholesaler with regard to participation
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* Omitted information is the subject of a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been
filed separately with the Securities and Exchange Commission.
AGREEMENT NO. 200308361 (CONTINUED)
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in this Agreement. In the event Amgen terminates any Authorized
Wholesaler from which RCG is purchasing Products, Amgen will work with
RCG to identify other possible Authorized Wholesalers from which RCG
may purchase Products. In the event that RCG is unable to identify
another Authorized Wholesaler from which RCG may purchase Products, and
subject to receipt and approval of an *. RCG agrees to require all
Authorized Wholesalers to submit product sales information directly to
Amgen and to a third-party sales reporting organization designated by
Amgen.
6. QUALIFIED PURCHASES. Only Products purchased under this Agreement by
RCG through *.
7. COMMITMENT TO PURCHASE. RCG agrees to exclusively purchase Products for
all of its dialysis use requirements for erythropoietic stimulating
protein. RCG may purchase another brand of erythropoietic stimulating
protein for its dialysis use requirements only for the time, and only
to the extent, that Amgen has notified RCG's corporate headquarters in
writing that Amgen cannot supply Products within and for the time
period reasonably required by RCG or for use by any Affiliate that has
been rejected or excluded by Amgen from participating in this Agreement
pursuant to any provision of this Agreement.
8. CONFIDENTIALITY. Both Amgen and RCG agree that this Agreement
represents and contains confidential information which shall not be
disclosed to any third party, or otherwise made public, without prior
written authorization of the other party, except where such disclosure
is contemplated hereunder or required by law, and then only upon prior
written notification to the other party.
9. DISCOUNTS. RCG may qualify for. discounts and incentives in accordance
with the schedules and terms set forth in Appendix A. Discounts in
arrears will be paid in the form of a check payable to RCG's corporate
headquarters. Discounts in arrears will be calculated in accordance
with Amgen's discount calculation policies based on * using the
prevailing * in effect as of the date of purchase as the calculation
price, except as otherwise provided hereunder. Upon vesting of all
earned discounts, Amgen will use its best efforts to make such
discounts available within * after receipt by Amgen of data, in a form
reasonably acceptable to Amgen, detailing all * during the applicable
period. Discount amounts, as calculated by Amgen, must equal or exceed
$* for the applicable period to qualify. Subject to the section
entitled "Breach of Agreement", in the event that Amgen is notified in
writing that RCG and/or any Affiliates are acquired by another entity
or a change of control otherwise occurs with respect to RCG or an
Affiliate, any discounts which may have been earned hereunder shall be
paid in the form of a check payable to RCG's or the Affiliate's
corporate headquarters subject to the conditions described herein. If
any Affiliates are added to or deleted from this Agreement during any
of the periods used for comparison, for any of the discounts paid in
arrears contained herein, Amgen reserves the right in its sole and
reasonable discretion to appropriately adjust RCG's discounts for the
relevant periods, by including or excluding any purchases made by those
Affiliates during any of those periods.
10. TREATMENT OF DISCOUNTS. RCG agrees that it will properly disclose and
account for any discount or other reduction in price earned hereunder,
in whatever form, (i.e. pricing, discount, or incentive) in a way that
complies with all applicable federal, state, and local laws and
regulations, including without limitation, Section 1128B(b) of the
Social Security Act and its implementing regulations. Section 1128B(b)
requires that a provider of services will properly disclose and
appropriately reflect the value of any discount or other reduction in
price earned in the costs claimed or charges made by the provider under
a federal health care program, as that term is defined in Section
1128B(f). RCG also agrees that it will (a) claim the benefit of such
discount received, in whatever form, in the fiscal year in which such
discount was earned or the year after, (b) fully and accurately report
the value of such discount in any cost reports filed under Title XVIII
or Title XIX of the Social Security Act, or a state health care
program, and (c) provide, upon request by the U.S. Department of Health
and Human Services or a state
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* Omitted information is the subject of a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been
filed separately with the Securities and Exchange Commission.
- 2 -
AGREEMENT NO. 200308361 (CONTINUED)
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agency or any other federally funded state health care program, the
information furnished by Amgen concerning the amount or value of such
discount. RCG's corporate headquarters agrees that it will advise all
Affiliates, in writing, of any discount received by RCG's corporate
headquarters hereunder with respect to purchases made by such
Affiliates and that said Affiliates will account for any such discount
in accordance with the above stated requirements.
11. DATA COLLECTION. RCG agrees all data to be provided to Amgen pursuant
to this Agreement shall be in a form that does not disclose the
identity of any patient or any other patient-identifying information
such as name, address, telephone number, birth date, all or part of a
social security number, medical record number or prescription number.
RCG and Amgen agree to use and accept only those patient identifiers
compliant with the federal medical privacy standards codified under 45
C.F.R. parts 160 and 164 pursuant to the Health Insurance Portability
and Accountability Act ("HIPAA"). RCG acknowledges the data to be
supplied to Amgen pursuant to this Agreement shall be used to support
verification of the discounts and incentives referenced herein, as well
as for Amgen-sponsored research concerning the role of Products in
improving treatment outcomes and quality of life of dialysis patients.
RCG shall consistently use a unique alpha-numeric code (which shall not
be the same as part or all of the patient's social security number) as
a "case identifier" to track the care rendered to each individual
patient over time, and such case identifier shall be included in the
data provided to Amgen. The key or list matching patient identities to
their unique case identifiers shall not be provided to Amgen personnel,
In furtherance of Amgen research, RCG may agree from time to time to
use its key to update the patient care data by linking it with
information concerning health outcomes, quality of life, and other
pertinent data that may become available to Amgen from other sources.
Any such linking of data sources shall not provide the identity of any
patient to Amgen. Amgen agrees it will maintain data supplied under
this Agreement in confidence and it will not use such data to identify
or contact any patient. No reports by Amgen concerning analyses of the
data or the results of such research shall disclose the identity of any
patient.
12. BREACH OF AGREEMENT. If either party materially breaches this
Agreement, then the other party may terminate this Agreement for breach
upon thirty (30) days' advance written notice. Upon termination of this
Agreement by Amgen in accordance with this Section 12, Amgen shall have
no obligation to continue to offer the terms described herein or pay
any further discounts to RCG.
13. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of California and the parties hereby submit to the jurisdiction
of the California courts, both state and federal.
14. WARRANTIES. Each party represents and warrants to the other that this
Agreement: (a) has been duly authorized, executed, and delivered by it,
(b) constitutes a valid, legal, and binding agreement enforceable
against it in accordance with the terms contained herein, and (c) does
not conflict with or violate any of its other contractual obligations,
expressed or implied, to which it is a party or by which it may be
bound. The party executing this Agreement on behalf of RCG specifically
warrants and represents to Amgen that he is authorized to execute this
Agreement on behalf of and has the power to bind RCG and the Affiliates
to the terms set forth in this Agreement. The party executing this
Agreement on behalf of Amgen specifically warrants and represents to
RCG that he is authorized to execute this Agreement on behalf of and
has the power to bind Amgen to the terms set forth in this Agreement.
15. NOTICES. Any notice or other communication required or permitted
hereunder shall be in writing and shall be deemed given or made when
delivered in person or when sent to the other party by first class
mail, nationally recognized overnight delivery service or other means
of written communication at the respective party's current address or
at such other address as the party shall have furnished to the other in
accordance with this provision.
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AGREEMENT NO. 200308361 (CONTINUED)
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16. COMPLIANCE WITH HEALTH CARE PRICING AND PATIENT PRIVACY LEGISLATION AND
STATUTES; DATA USE AGREEMENT.
(a) Notwithstanding anything contained herein to the contrary, at any
time following the enactment of any federal, state, or local law or
regulation that in any manner reforms, modifies, alters, restricts, or
otherwise affects the pricing of or reimbursement available for
Products, including but not limited to a reimbursement or use decision,
by Centers for Medicare and Medicaid Services ("CMS"), Amgen may, in
its sole discretion, upon thirty (30) days notice, exclude any
Affiliates from participating in this Agreement, unless such Affiliates
certifies in writing that they are, or will be, exempt from the
provisions thereunder. Additionally, to assure compliance with any
existing federal, state or local statute, regulation or ordinance,
Amgen reserves the right, in its sole discretion, to exclude any
Affiliates from the pricing and discount provisions of this Agreement.
In the event there is a future change in Medicare, Medicaid, or other
federal or state statute(s) or regulation(s) or in the interpretation
thereof, which renders any of the material terms of this Agreement
unlawful or unenforceable, this Agreement shall continue only if
amended by the parties as a result of good faith negotiations as
necessary to bring the Agreement into compliance with such statute or
regulation.
(b) Notwithstanding anything contained herein to the contrary, at any
time following the enactment of any federal, state, or local law or
regulation relating to patient privacy of medical records that in any
manner reforms, modifies, alters, restricts, or otherwise affects any
of the data received or to be received in connection with any of the
incentives contemplated under this Agreement, either party may, in its
discretion, upon thirty (30) days' notice, seek to modify this
Agreement with respect to the affected incentive. RCG and Amgen shall
meet and in good faith seek to mutually agree to modify this Agreement
to accommodate any such change in law or regulation, with the intent
to, if possible, retain the essential * structure of the affected
incentive. If the parties, after reasonable time, are unable to agree
upon a modification, Amgen shall be entitled to terminate the affected
incentive upon thirty (30) days' notice or upon such date that the law
or regulation requires, provided that, if Amgen so terminates an
incentive, RCG shall be entitled to terminate this Agreement upon
thirty (30) days notice.
(c) Notwithstanding anything contained herein to the contrary, this
Agreement is effective only as of the date the parties hereto execute a
mutually agreeable Data Use Agreement pursuant to which RCG may
disclose a Limited Data Set of patient information to Amgen (as
specified in the Data Use Agreement and which shall include, at a
minimum, the data fields to be received by Amgen in connection with
this Agreement) for purposes of Amgen's Healthcare Operations,
Research, and Public Health analyses, and RCG's Healthcare Operations,
Unless otherwise specifically defined in this Agreement, each
capitalized term used in this Section 16(c) shall have the meaning
assigned to such term by HIPAA. If RCG terminates the Data Use
Agreement for any reason, Amgen shall be entitled to terminate this
Agreement immediately.
17. FORCE MAJEURE. Neither party will be liable for delays in performance
or nonperformance of this Agreement or any covenant contained herein if
such delay or nonperformance is a result of Acts of God, civil or
military authority, civil disobedience, epidemics, terrorism, war,
failure of carriers to furnish transportation, strike, lockout or other
labor disturbances, inability to obtain material or equipment, or any
other cause of like or different nature beyond the control of such
party.
18. RIGHT OF FIRST OFFER. RCG shall promptly notify Amgen in the event it
receives a competing offer from any third party for the sale of
products in the same therapeutic class as the Products. Amgen shall
have the right in such event to have forty-five (45) days to respond to
RCG with its own pricing terms relating to products.
------------
* Omitted information is the subject of a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been
filed separately with the Securities and Exchange Commission.
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AGREEMENT NO. 200308361 (CONTINUED)
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19. MISCELLANEOUS. No modification of this Agreement will be effective
unless mutually agreed upon, made in writing, and executed by a duly
authorized representative of each party, except as otherwise provided
hereunder. Neither party may assign this Agreement to a third party
without the prior written consent of the other party. This Agreement
may be executed in one or more counterparts, each of which is deemed to
be an original but all of which taken together constitute one and the
same agreement.
20. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
between the parties and supersedes all prior written or oral proposals,
agreements, or commitments pertaining to the subject matter and periods
of time covered herein.
Please retain one fully executed original for your records and return the other
fully executed original to Amgen.
Amgen USA Inc. Renal Care Group, Inc.
Signature: /s/ Xxxx X. Xxxxxx Signature: /s/ Xxxxxx X. Xxxxxxxxx
------------------------- ------------------------
Print Name: Xxxx X. Xxxxxx Print Name: Xxxxxx X. Xxxxxxxxx
------------------------ -----------------------
Print Title: Associate Director Print Title: Senior Vice President
---------------------- ----------------------
Date: November 1, 2003 Date: October 30, 2003
------------------------------ -----------------------------
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AGREEMENT NO. 200308361 (CONTINUED)
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APPENDIX A: DISCOUNT PRICING, SCHEDULE, AND TERMS
1. PRICING - ARANESP(R). RCG and Affiliates may purchase Aranesp(R)
(darbepoetin alfa) through * at a * off of the prevailing *. Amgen
reserves the right to change the * at any time. Resulting prices do not
include any*.
2. PRICING EPOGEN(R). RCG and Affiliates may purchase EPOGEN(R) (Epoetin
alfa) directly from Amgen or through * at a *, subject to the terms and
conditions of Section 3 below. Amgen reserves the right to change the
at any time. Resulting prices do not include *. All discounts earned in
arrears hereunder (also known as "rebates"), through the Term of the
Agreement, shall be calculated based upon *.
3. REBATE/INCENTIVE QUALIFICATION REQUIREMENTS. In order for RCG to be
eligible to receive any rebates or incentives described in Section 5 of
this Appendix A, RCG must satisfy the following two (2) qualification
requirements:
(a) *: No more than * of RCG's patients may have * during each * during
the Term of this Agreement. For purposes of this Agreement, the * of
the Term of this Agreement shall be measured from * through *. If this
criteria is not met during any * of the Term of the Agreement, RCG will
not qualify for any rebates described below in this Appendix A during
that. Failure of RCG to qualify under this provision during a
particular *. The * for each dialysis patient will be based upon the
average of all * for each patient during each *. RCG and Affiliates
must provide the following information for each dialysis patient to
Amgen or to a data collection vendor specified by Amgen, on a *, and no
later than * after *; all * for each dialysis patient, the date of each
*, and a consistent, unique, alpha-numeric identifier (sufficient
consistently to track an individual patient without in any way
violating the de-identification provisions of HIPAA at 45 CFR 164.514),
along with the name, address and phone number of the particular
Affiliate at which each patient received treatment. To the extent
permitted by applicable law, Amgen may utilize the data detailed in
this provision for any purpose, and reserves the right to audit all
such data. Under no circumstances should such data include any patient
identifiable information including, without limitation, name, all or
part of social security number, address, medical record number, or
prescription number. The identity of the account submitting the data
.and any association with the data will remain confidential. The * must
be derived from * taken immediately before dialysis treatment using any
automated *, must be reported to the *, and must be submitted directly
from the clinical laboratory in a format reasonably acceptable to
Amgen. Handwritten reports are not acceptable; only electronic
submission of the data will be accepted; and
(b) *: RCG's aggregate Qualified Purchases of EPOGEN(R) and Aranesp(R)
during * through * and * through * by all Affiliates listed on Appendix
B on the Commencement Date of this Agreement and those added at the
beginning of * must equal or exceed * and * respectively *, of the * of
EPOGEN(R) and Aranesp(R) by those same Affiliates for the time period
from * through *, for *, and from * through * for *. For purposes of
calculating the *, EPOGEN(R) and Aranesp(R) base sales during each
applicable time period shall be derived using the *; All estimated
payments for discounts in arrears that contain growth requirements will
be measured by using a *. If RCG has not satisfied the * for any
particular *, then *. The determination as to RCG's attainment or
failure to attain the * shall be based upon the * in effect on the
Commencement Date; and
(c) In addition to the above requirements and notwithstanding anything
contained herein to the contrary, in the event RCG's * of EPOGEN(R)
during the period * through * by all Affiliates listed on Appendix B on
the Commencement Date of this Agreement exceeds * of the * of EPOGEN(R)
by those same Affiliates for the same time period from * through * .
For purposes of determining the foregoing, * during each applicable
time period shall be derived using the * in effect at the Commencement
Date.
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* Omitted information is the subject of a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been
filed separately with the Securities and Exchange Commission.
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AGREEMENT NO. 200308361 (CONTINUED)
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4. PARTNER INFORMATION PROGRAM *. For the Term of the Agreement RCG shall
be eligible to receive a * provided certain data elements are
transmitted to Amgen electronically. The * will be calculated as a * of
EPOGEN(R) attributable to RCG during each *. To qualify for *, the
following * must be submitted to Amgen by RCG and all Affiliates in *:
*
Such * must be submitted, on a * basis, and no later than * after *. If such *
is received more than * after * within a given*, the * of EPOGEN(R) attributable
to RCG during such * will be excluded from the calculation of the * for that *.
Notwithstanding the foregoing, if Amgen receives all required data from a *
within the time frame referenced above for *, the * of EPOGEN(R) attributable to
RCG and all Affiliates during such *, will be included in the calculation of the
* for that *.
5. *. For the Term of the Agreement, RCG may qualify for the * provided it
meets the criteria described below in this Section 5. The Bone
Metabolism Incentive is designed to improve patient Outcomes by
encouraging an increase in the number of patients managed within both
the * set forth in the * which recommends a target * and a * of *.
(a) Requirements: In order to qualify for the *, RCG must meet the
Rebate/Incentive Qualification Requirements contained in Section 3 of
this Appendix A, and RCG and its Affiliates must provide Amgen the
following data items, on a *, and no later than * after *, in an *. In
the event * is submitted, instead of *, Amgen will convert such * to *
by *. Amgen will convert all * for each patient by RCG and its
Affiliates, AND all the * for each patient by RCG and its Affiliates
into the * for each patient by RCG and its Affiliates, AND the average
of all * for each patient by RCG and its Affiliates for each of the *
(as defined in the schedule immediately below).
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*
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*
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*
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*
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*
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*
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*
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(b) Calculation: Assuming RCG and Affiliates have fulfilled all
requirements as described in Section 5(a) above, to qualify for the *,
RCG must achieve an increase in the *, as that term is defined below,
from the, as that term is defined below, during each *, and such
increase shall be defined as *.
For purposes of this Section 5, * shall mean the * for each patient by RCG and
its Affiliates AND the * for each patient by RCG and its Affiliates during the
period * through *; and * shall mean the * for each patient by RCG and its
Affiliates AND the * for each patient by ROG and its Affiliates for each of the
above referenced *.
Using the * described above, the * will be calculated as the *, as shown below:
*
*
*
Using the * described above, which shall be calculated on a *, the * will be
calculated as the*, as shown below:
*
*
*
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* Omitted information is the subject of a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been
filed separately with the Securities and Exchange Commission.
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AGREEMENT NO. 200308361 (CONTINUED)
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The * shall then be calculated by *, as shown below:
*
*
The * will be calculated on a * in accordance with *. Following determination of
the *, Amgen shall then calculate RCG's * in accordance with the following
formula and the * listed below:
*
*
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* * * * * *
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* * * * * *
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* * * * * *
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*
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* * * * * *
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* * * * * *
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* * * * * *
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*
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* * * * * *
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* * * * * *
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* * * * * *
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*
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* * * * * *
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* * * * * *
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* * * * * *
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*
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* * * * * *
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* * * * * *
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* * * * * *
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(c) Payment: The * will be calculated and paid to RCG on a *. Payment is
contingent upon receipt by Amgen of the Certification Letter (attached hereto as
Exhibit 1) and all required Data for the corresponding * (including the *). Such
data must be submitted, on a *, and no later than * after the *, If such data is
received more than * after * within a given *, the * of EPOGEN(R) attributable
to RCG during such * will be excluded from * for that *. Notwithstanding the
foregoing, if Amgen receives all required data from * within the time frame
referenced above for any * within a given *, the * of EPOGEN(R) attributable to
RCG and all Affiliates during such *, will be included in the calculation of *
for that *. However, if Amgen determines that any Affiliate is consistently not
submitting the required *. Subject to the terms of this Agreement, RCG will earn
the full * on RCG's * of EPOGEN(degree) during the * and during the period *
through *.
The * will vest * on the * and * respectively, and be paid * in accordance with
the terms and conditions described above.
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* Omitted information is the subject of a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been
filed separately with the Securities and Exchange Commission.
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AGREEMENT NO. 200308361 (CONTINUED)
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APPENDIX B: LIST OF RCG AFFILIATES
(To be provided by RCG)
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AGREEMENT NO. 200308361 (CONTINUED)
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APPENDIX C: LIST OF WHOLESALERS
To ensure RCG receives the appropriate discount, it is important Amgen receives
RCG's current list of Authorized Wholesalers, The following list represents the
Wholesalers Amgen currently has associated with RCG's contract. Please update
the list by adding or deleting Wholesalers as necessary.
*
------------
* Omitted information is the subject of a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been
filed separately with the Securities and Exchange Commission.
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AGREEMENT NO. 200308361 (CONTINUED)
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EXHIBIT #1
SAMPLE CERTIFICATION LETTER
Month X, 2004
FSDC Legal Name
Xxxxxx Xxxxxxx
Xxxx, XX Xxx
RE: Agreement No.
----------------------
Dear :
------------------
Thank you for your participation in the *. In order for us to enroll you, we
require that a duly authorized representative of your organization sign the
certification below.
Upon receipt of this executed document, we will calculate the value of *. If we
do not receive the executed certification, we cannot provide you with this *.
If you have any questions regarding this letter please contact me at (805)
000-0000. Thank you for your assistance in returning this certification.
Sincerely,
--------------------------
Outcomes Incentive Analyst
CERTIFICATION:
On behalf of FSDC Legal Name and all eligible Affiliates participating in the *
under Agreement No.____________________, the undersigned hereby certifies that
the data submitted for each eligible Affiliate includes the required results
from all dialysis patients of such Affiliate, and does not include results from
non-patients. The party executing this document also represents and warrants
that it (i) has no reason to believe that the submitted data is incorrect, and
(ii) is authorized to make this certification on behalf of all eligible
Affiliates submitting data.
FSDC LEGAL NAME SIGNATURE:
Signature:
----------------------------
Print Name:
---------------------------
Print Title:
--------------------------
Date:
--------------------------------
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* Omitted information is the subject of a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been
filed separately with the Securities and Exchange Commission.
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