EX-10.1 4 d281487dex101.htm MEDICAL SERVICES AGREEMENT Medical Services Agreement
Exhibit 10.1
This Medical Services Agreement (“Agreement”) is made and entered into on January 6th by and between ALBITAR ONCOLOGY CONSULTING, LLC, a Delaware limited liability corporation (“Medical Group”), with its mailing address at 00000 Xxxxx Xxxxx, Xxxxxx Xxxxxx, XX 00000 and NEOGENOMICS LABORATORIES, INC., a Florida Corporation (“NeoGenomics”).
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functions as NeoGenomics may reasonably request (“Medical Administrative Services”, and together with the Professional Component services, and the Management Services, the “Services”). Unless otherwise agreed upon between the parties in writing, Medical Group and its Physician shall perform all functions related to the Services at the Laboratory. Medical Group and Physician further agree that they will not provide services under this Agreement at any location other than the Laboratory unless such location has obtained the appropriate California licensures and has been CLIA certified and that Physician shall provide the Services on a full-time basis on behalf of NeoGenomics. Notwithstanding the foregoing, the term “full-time” shall not exclude the Physician from continuing his work as a Director on the Board of Directors and a Consultant to Health Discovery Corporation as long as this work is not cancer or hematology-related, or such other work to third parties as may be mutually agreed upon.
(a) | transcribing reports, transmitting reports to referring physicians, all other technical support necessary to provide professional pathology services, non-medical staff support, quality control, marketing, advertising, office space, furniture, fixtures, equipment, facility and equipment maintenance, utilities, maintenance, janitorial services, supplies, managed care contract administration (including, without limitation, revenue recovery and member eligibility determination), accounting, bookkeeping, budgeting, record storage, preparation of financial reports, billing, accounts payable, accounts receivable, management information systems, facilities management, liability insurance, workers compensation insurance, and property and casualty insurance in connection with the services provided by Medical Group to NeoGenomics pursuant to this Agreement. |
(b) | During the term of this Agreement, NeoGenomics shall use its skills and efforts to the performance of, and to perform diligently on a timely basis, its duties. NeoGenomics shall comply with all applicable laws, regulations and administrative procedures of federal and state government agencies and their agent in the billing and collection of services rendered on behalf of NeoGenomics by Medical Group. NeoGenomics shall defend and indemnify Medical Group from any claim due or alleged to be due to false or fraudulent billing performed by NeoGenomics. Medical Group and its Physicians shall retain full control over, and NeoGenomics shall exert no control over, the exercise of professional judgment and care in all tasks performed as a licensed physician and the administrative functions pertaining thereto. |
(a) | Payment for Services: |
(i) | As consideration for the Services provided by the Physician and Medical Group hereunder, NeoGenomics shall pay to Medical Group a minimum annual amount (the “Base Compensation”) equal to $425,000; in equal increments of $16,346, payable on a bi-weekly basis. |
(ii) | NeoGenomics agrees that included within this Base Compensation is a provision for up to five (5) weeks of paid time off per year for Physician, which shall accrue and be earned on a pro rata basis through each year. Such period of paid time off shall cover all normal working days where Physician is not available to provide Services to NeoGenomics as a result of vacation, continuing education classes or otherwise. Medical Group and Physician agree that that in the event that Physician provides Services for less than 47 weeks per year, such Base Compensation shall be prorated accordingly. Notwithstanding the forgoing, NeoGenomics agrees that Physician will not be expected to provide Services on any legal holidays formally recognized by NeoGenomics. Physician and Medical Group agree that they will notify NeoGenomics in writing of any time that Physician will be unavailable to provide services during normal working hours and, to the extent possible, at least four weeks in advance of any period in which |
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Physician will be unavailable to provide Services for longer than one day. Physician and Medical Group further agree that Physician will not take vacation or otherwise be unavailable to provide services for a period of longer than two weeks at any given time while this Agreement is in effect without the prior written approval of NeoGenomics and that any unused paid time-off cannot be carried forward past December 31st of any given calendar year. |
(iii) | As additional consideration for the Professional Component and the Medical Administrative Services, NeoGenomics will pay the Medical Group an amount, determined in the Company’s discretion, up to 25% of the Base Compensation paid by the Company during any of its fiscal years within sixty (60) days of the end of any such fiscal year, if Medical Group meets certain performance thresholds established for it by the Company (the “Incentive Compensation”) and this Agreement has not otherwise been terminated prior to the time of each such payment. |
(iv) | The Base Compensation and the Incentive Compensation shall be paid to the Medical Group without regard to the actual fees collected by NeoGenomics that may represent the reimbursement for the Professional Component of the Diagnostic Tests performed. If such fees actually collected are not sufficient to cover the Base Compensation and the Professional Compensation, then NeoGenomics shall pay such difference from its own resources, and such amounts shall not be subject to reimbursement, recoupment or offset from previously or subsequently collected Base Compensations and Professional Compensation. |
(v) | NeoGenomics will also reimburse Medical Group for up to $5,000 annually for expenses associated with Physician’s continuing medical education (“CME”) credits. |
(vi) | NeoGenomics will also pay all states licensing fees for Physician. |
(vii) | Physician will be entitled to participate in all medical benefits that NeoGenomics offers to its independent contractors (reported on IRS Form 1099) in accordance with the Company’s policy for such benefits at any given time. In this regard, NeoGenomics will pay that portion of such benefits as it would normally pay for full-time employees of NeoGenomics. NeoGenomics reserves the right to modify its benefit programs at any time in its sole discretion. |
(viii) | This Agreement has been negotiated on the basis of the Medical Group employing only the Physician. If Medical Group hires or retains additional Physician(s) during the term of this Agreement, then this Agreement shall be renegotiated to account for the effect of that change in the status of the Practice. |
(b) | NeoGenomics will xxxx for the technical component and the professional component of all Diagnostic Tests on a global basis, and all monies received by NeoGenomics for the Diagnostic Tests that is in excess of the Base Compensation and Incentive Compensation will be retained by NeoGenomics as compensation for the Management Services provided in Section 2(a) (the “Management Fee”). Medical Group and Physician shall do such things and execute such documents as necessary to enable NeoGenomics to xxxx and collect for the professional services rendered by Physician pursuant to this Agreement. |
(c) | Management Fee after Termination. |
(i) | Upon any termination of this Agreement, NeoGenomics shall continue to xxxx and collect for all Diagnostic Tests rendered to the date of termination. NeoGenomics will pay to Medical Group any sums due for Base Compensation and Incentive Compensation due with respect to services rendered by Medical Group through the date of termination. NeoGenomics shall be entitled to retain all additional sums as post-termination |
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Management Fee. Medical Group shall have no right, title or interest to accounts receivable, proceeds from accounts receivable or other income from any source derived in whole or in part from services rendered by Medical Group pursuant to this Agreement. |
(ii) | If NeoGenomics terminates this Agreement without cause (as hereinafter defined) and without the required 90-days’ written notice, then Medical Group shall be entitled to be paid the Base Compensation during the 90 day notification period. NeoGenomics shall be entitled to the Management Fee during such period. The Base Compensation and Management Fee will be adjusted ratably depending upon when the termination occurs during a calendar month. |
(a) | The term of this Agreement shall commence on January 9, 2012 or such other date as shall be mutually agreed upon between the parties (the “Start Date”), and shall continue until terminated as hereinafter provided. |
(b) | Termination for Cause: |
(i) | NeoGenomics may terminate this Agreement at any time for “Cause” (as hereinafter defined), effective immediately upon written notice to Medical Group. As used herein, the term “Cause” shall mean: (A) commission of a material breach of this Agreement, which breach is curable, in the judgment of NeoGenomics, and continues 30 days after receipt of notice which states with particularity the nature of the breach; (B) Medical Group or any Physician is charged with a felony or misdemeanor involving moral turpitude; Medical Group or any Physician commits an act or omission that could subject Medical Group, Physician or NeoGenomics to administrative sanctions, civil or criminal |
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penalties, fines; or assessments (C) termination, restriction, suspension, exclusion or debarment of Medical Group’s or Physician’s participation in the Medicare, Medi-Cal, Medicaid, or any other private, state or federal health benefit program; (D) Medical Group or any Physician is charged with a violation of any law pertaining to the performance or rendition of health care goods or services, health care fraud or abuse, or insurance fraud; or (E) revocation, restriction, suspension or other loss of Physician’s license to practice medicine in any jurisdiction. |
(ii) | Medical Group also may terminate this Agreement at any time for “Cause” (as hereinafter defined), effective immediately upon written notice to NeoGenomics. As used herein, the term “Cause” shall mean a material breach of this Agreement by NeoGenomics which breach continues after 30 days notice and opportunity to cure. |
(a) | NeoGenomics, with prior notice to but without the consent of Medical Group, may assign its rights and delegate its obligations under this Agreement to an affiliate; or to any unaffiliated corporation, firm or other business entity (i) with or into which NeoGenomics may merge or consolidate; or (ii) to which NeoGenomics may sell or transfer all or substantially all of its assets. After any such assignment by NeoGenomics, NeoGenomics shall be discharged from all further obligations hereunder and such assignee shall thereafter be deemed to be “NeoGenomics” for the purposes of all provisions of this Agreement. |
(b) | Medical Group, with prior notice to NeoGenomics, may assign its rights under this Agreement to an entity created by or affiliated with the Physician. Upon receipt of such notice, NeoGenomics shall advise Medical Group whether it consents to the assignment, which consent shall not be unreasonably withheld. As a condition to the assignment, assignee shall agree to be bound by the terms of this Agreement, Medical Group shall then be discharged from all further obligations |
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hereunder, and such assignee shall thereafter be deemed to be “Medical Group” for the purposes of all provisions of this Agreement. This Agreement secures the professional medical services of Medical Group and Physician based upon the professional training, experience and qualifications of Physician as required by NeoGenomics. Accordingly, Medical Group and Physician shall not delegate any duties, responsibilities or obligations without the advance written consent of NeoGenomics. |
Notwithstanding any other provision of this Agreement, in the event the access to records provisions of 42 U.S.C. §1395x(V)(I) are applicable to this Agreement, until the expiration of four (4) years after the termination of this Agreement, each party shall make available, upon written request to the Secretary of the United States Department of Health and Human Services, or upon request to the Controller General of the United States General Accounting Office, or any of his or her duly authorized representatives, a copy of this Agreement and such books, documents, or records as are necessary to certify the nature and extent of the costs of the services provided by each party under this Agreement. In connection with the foregoing, (a) the parties acknowledge and agree that any privileges for documents or information under applicable attorney-client, accountant-client, or other legal privilege, if any, are not waived by this Section 10, or by any other provision of this Agreement; (b) subject to the other provisions of this Agreement regarding confidentiality, any party may examine the records of the other party and make copies of those records at the expense of the party seeking the copies (the records are to be available during normal business hours at the principal place of business of the party owning the records); and (c) the provisions of this Section 10 shall survive the termination of this Agreement.
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[Rest of Page Intentionally Left Blank, Signature Page Follows]
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AGREED TO AND ACCEPTED | ||||||||
NeoGenomics: | Medical Group/Physician: | |||||||
NEOGENOMICS LABORATORIES, INC. | ALBITAR ONCOLOGY CONSULTING, LLC | |||||||
By: | /s/ Xxxxxxx X. XxxXxxx | By: | /s/ Xxxxx Xxxxxxx, M.D. | |||||
Xxxxxxx X. XxxXxxx | Xxxxx Xxxxxxx, M.D. | |||||||
Chairman and Chief Executive Officer | President |
The undersigned contracted physician hereby individually joins in this Agreement for the purpose of agreeing to comply with the provisions of the Agreement.
By: | /s/ Xxxxx Xxxxxxx, M.D. | |
Xxxxx Xxxxxxx, M.D. |
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