PORTIONS OF THIS AGREEMENT WERE OMITTED AND HAVE BEEN FILED
Exhibit 4.9
PORTIONS OF THIS AGREEMENT WERE OMITTED AND HAVE BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934; [***] DENOTES OMISSIONS
CONTRACT NO. RS -1233
MASTER PRODUCTS AND SERVICES AGREEMENT
This MASTER PRODUCTS AND SERVICES AGREEMENT (“Agreement”) is made and entered into as of this 16 day of August 2007 (the “Effective Date”) by and between XXXXXX FOUNDATION HEALTH PLAN, INC., a California nonprofit public benefit corporation (“Customer”) and Itamar Medical Inc, a Delaware Corporation (“Supplier”), having its principal place of business at 000 Xxxxx Xx. Xxxxxxxxxx, XX, and remains in effect for 2 years commencing on the Effective Date and expiring on August 15, 2009 unless terminated or extended as provided herein (the “Term”). Customer and Supplier agree as follows:
1.1 “Acceptance” means a Customer’s verification that the Product conforms to the Specifications is ready for use and all required documentation has been delivered.
1.2 “Change Notice” means a document issued by a Customer and accepted by Supplier pursuant to this Agreement to amend a Purchase Order placed by such Customer.
1.3 “Confidential Information” means any and all Documentation, confidential and proprietary information belonging to or in the possession of Supplier or Customer, including but not limited to any and all concepts, specifications, formulae, prototypes, software and hardware, and any and all records, data, marketing and/or pricing information, materials, financial statements, memoranda, analyses, notes and any other data or information (in whatever form), as well as improvements and know-how, relating to Supplier, Customer, , Products (including related software), manufacturing, marketing and sales. Confidential Information shall be deemed to include any and all of Supplier and/or Customer’s information, irrespective of form, which has been or may be: (i) disclosed to receiving party by or on behalf of disclosing party; or to which receiving party has access; or (ii) provided to disclosing party from a third party. Confidential Information shall not include information that: (a) was already known to or independently developed by receiving party prior to its disclosure as demonstrated by tangible dated evidence satisfactory to disclosing party; (b) shall have appeared in any printed publication or patent or shall have become a part of the public knowledge except as a result of breach of this Agreement by receiving party; (c) shall have been received from another person or entity having no obligation to disclosing party.
1.4 “Customer” means any KPMCP Entity purchasing services under this Agreement.
1.5 “Delivery Date” means the date a Product is delivered complete to the Delivery Location.
1.6 “Delivery Location” means the location specified by the Customer for delivery of a Product.
1.7 “Documentation” means Supplier’s or Customer’s confidential ideas, know-how, concepts, methods, processes, formulae, reports, data, business plans, and any other proprietary information of Supplier or Customer that may provide Supplier or Customer with a competitive advantage, including, but not limited to any of Supplier’s manuals and other written materials that relate to the Products, including any flow charts, logic manuals, functional specifications, medical researches, clinical trials or their summaries, any machine text or graphic files and or any material relating to any enhancements or modifications of the Product, as may be from time to time.
1.8 “KPMCP Entity” means an entity participating in the integrated health care delivery organization doing business as Xxxxxx Permanente® and its affiliates, which includes, without limitation, Xxxxxx Foundation Health Plan, Inc., Xxxxxx Foundation Hospitals, The Permanente Federation, the Permanente Medical Groups, The Permanente Company, Xxxxxx Permanente Insurance Company, Archimedes, Inc., Xxxxxx Permanente Ventures, and all subsidiaries and successors of the foregoing.
1.9 “Law” means federal, state and local statutes, implementing regulations, executive orders, ordinances and case law, including healthcare program statutes, regulations and policies.
1.10 “Product” means any product and service listed on Exhibit A that Supplier is offering to supply under this Agreement, including related training, documentation, deliverables, maintenance, spare parts and upgrades, as applicable.
1.11 “Prices” means the prices for Products under this Agreement as set forth in Exhibit A.
1.12 “Purchase Order” means a purchase order for Products issued by Customer to Supplier under this Agreement.
1.13 “Specifications” means the technical and functional specifications for a Product as described in Exhibit B or, if no specifications are set forth in Exhibit B, the published specifications.
2.1. During the Term of this Agreement, Supplier agrees to supply the services to KPMCP Entities according to the terms and conditions as set forth in this Agreement, and subject to Supplier’s general terms and conditions provided with each Product.
2.3. KP. KP has negotiated this Agreement on behalf of the KPMCP Entities, but KP does not imply any participation levels by KPMCP Entities. If KP places Purchase Orders, it will be deemed to be a KPMCP Entity and will have all of the rights and obligations of a Customer under this Agreement with respect to Purchase Orders it places. However, KP has no liability or responsibility to Supplier relating to a Purchase Order placed by any other KPMCP Entity.
Any invoiced amount, which is not fully paid when due and not fully paid within 30 days after receipt of written notice from Supplier, will bear interest at the rate of one and one half percent (1.5%) per month or portion thereof.
All payments referred to herein shall be in net freely transferable Dollars, free of withholding income or other taxes or deductions.
(a) Warranties hereunder are solely for the benefit of Customer and Customer’s patients and shall not be extended to any other person or entity whatsoever, except to another KPMCP Entity. Customer shall be responsible to its customers for any and all warranties which it makes relating to Products.
(b) Supplier warrants that Products (i) will be free from defects in workmanship and materials under normal use, in accordance with the Product’s user manuals, and (ii) will conform to the Product Specifications for a period of 1 year from the date of Acceptance of the Product or the Delivery Date, if Acceptance is not applicable.
(c) Supplier represents and warrants that its employees and agents have the certification, skills and qualifications necessary to perform services under this Agreement in a timely, competent, and professional manner in accordance with the applicable industry standards and Laws.
3.1 Title. Supplier warrants that it has good title to the Products, and the Products must be delivered to Customer free and clear of all liens and encumbrances.
3.2 Intentionally Omitted. [see 3.1(a)]
3.3 Product Returns. If the Product contains a defect in design, materials or workmanship and such Product is returned to Supplier within 1 year of delivery of the Product to Customer, Supplier will repair or replace the Product or issue a credit for the purchase price of the Product, with the choice of repair, replace or credit being within the sole discretion of Supplier.
6.7 Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the New York, without regard to its choice of law principles.
IN WITNESS WHEREOF, Customer and Supplier have executed this Agreement as written below:
ITAMAR MEDICAL, INC.
By: | /s/ Xxxxxx Xxxxxxxxx | |
Title: | CEO | |
Print Name: | Xxxxxx Xxxxxxxxx | |
Date: | Aug 16,2007 |
Address and Contact Person for Notices:
2 Ha’xxxxx xx. Xxxxxxxx, Xxxxxx 00000.
Contact: Xxxxx Xxxxxxx, CFO
XXXXXX FOUNDATION HEALTH PLAN, INC.
By: | /s/ Xxxxxx Xxxxx | |
Title: | Sourcing Director | |
Print Name: | Xxxxxx Xxxxx | |
Date: | 9/5/2007 |
Address and Contact Person for Notices:
Chief Procurement Officer (Currently Xxxx Xxxxxxx
Xxxxxx Foundation Health Plan, Inc.
0000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Fax:(000) 000-0000
Exhibits | Order of Priority | ||||
A | Products and Pricing | 1 | |||
B | Product Specifications | 2 | |||
C | Customer Policies | 3 |
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934; [***] DENOTES OMISSIONS
EXHIBIT A
Products/Services and Prices
Product Pricing
Watch-PATIOO, US Xxxxxx Permanente price list
As of August 2006 - (Version - 2006/02, USD)
Watch-PATIOO Kit
Itamar P/N | Product description | Price $ | ||||||
1 | AC21102 | Watch-PATI00 Kit, | [***] | |||||
1.01 | FG21502 | Watch-PATI00 Device | [***] | |||||
1.02 | FG21620 | Cable conn Probe - WP100 | [***] | |||||
1.03 | FG21610 | Oxi sensor for WP100 | [***] | |||||
1.04 | FG21810 | Compact Flash Disk 16MB (Itamar formatted) | [***] | |||||
1.05 | FG21710 | Velcro Sleeve +Extension | [***] | |||||
1.06 | FG21800 | Watch-XXX I00 Charger | [***] | |||||
1.07 | FG21720 | Hard shell case - WP100 | [***] | |||||
1.08 | OM21970 | Step by Xxxx Xxxxx WP100 | [***] | |||||
1.09 | OM21960 | Operation manual WP100 | [***] | |||||
1 | AC21002 | Box of 12 Pneumo-Opt probes | [***] | |||||
2 | CP72000 | Oximeter adh. bands x25 | [***] | |||||
3 | FG21701 | Sleeve Disposable x25 | [***] | |||||
4 | FM07000 | Annual Service Contract (including Help Desk) | [***] | |||||
5 | OM2103100 | Installation and training | [***] |
zzzPAT software Kit
Itamar P/N | Product description | Price $ | ||||||
1 | AC21001 | zzzPAT S/W Kit for WPI00 | [***] | |||||
1.01 | FG21820 | Reader/Writer USB CF | [***] | |||||
1.02 | FG21600 | Cable maintenance WP100 | [***] | |||||
1.03 | OM21971 | zzzPAT operation manual | [***] | |||||
1.04 | AS21611 | zzzPAT S/W CD WP100 | [***] |
Services Pricing (if any)
Maintenance &Support (if any)
See price list for Annual Service Contract
Spare Parts (if any)
See below
Training (if any)
See below
EXHIBIT B
Product (including services) Specifications
Describe the Products:
UL certification is required for all electrical equipment
Describe the Services (if any)
See below
Describe the Maintenance &Support (if any)
Free SW upgrades - on new version release including training /installation
24/7 support Technicians and patients
direct file transfer of technical/clinical queries to Itamar Data Engineers and Medical managers. (HIPAA compliant file transfer)
36 hours device replacement.
Retraining of new staff upon demand
Periodic equipment maintenance inspection.
Easy to follow step by step guides for the RT and the patient.
Describe the Spare Parts (if any)
See price list
Describe the Training (if any)
Xxxxxx Permanente Clinical & Technical Training Plan
Clinical Training to MDs and staff members
Presented by Clinical Manager
Phase 1
Introduction to the Watch XXX technology- Oral presentation to clinical staff (duration-1.5 hours).
Agenda:
• | About the Peripheral Arterial Tone (XXX) signal. |
• | The XXX and sleep apnea. |
• | XXX Signals review. |
• | Watch XXX 100 validations studies review. |
• | About the Watch XXX technology, hardware and propriety software; zzzPAT. |
• | Clinical applications of the Watch XXX. |
• | Interpretation of the sleep report. |
• | Patient follow-up utilities. |
• | Exclusion criteria for using the Watch XXX |
• | Support tools for both the staff and the patient |
Phase2
Personal clinical training to staff members (duration -1 hour each)
Agenda;
• | Sample studies review. |
• | Basic signal assessment training. |
• | More about exclusion criteria, additional examples. |
• | Yielding additional information from the raw data. |
• | Creating a partial report. |
• | Creating a follow-up report |
Phase 3
Remote clinical support:
• | Studies inspection via FTP site* and assistance with clinical questions. |
Future clinical training:
• | Additional clinical training according to the site’s requirements. |
• | Clinical lectures on new studies and developments - yearly |
AMENDMENT TO ITAMAR MEDICAL AGREEMENT
Contract No. RS-1233
Between
XXXXXX FOUNDATION HEALTH PLAN, INC.
and
ITAMAR MEDICAL, INC.
This Amendment (the “Amendment”) to the Itamar Medical Agreement, Contract No. RS-1233 entered into on August 16th, 2009(the “Agreement”), is effective August 16th, 2009 (“Amendment Effective Date”), and is between Xxxxxx Foundation Health Plan, Inc. and Itamar Medical, Inc. (“Supplier”).
1. Change in Expiration Date. The expiration date of the Agreement is changed to October 16th, 2009. Thereafter, the parties may elect to renew this Agreement upon mutual agreement.
2. Principles of Construction. Whenever the terms or conditions of the Agreement and the Amendment are in conflict, the terms of this Amendment control. Except as specifically modified by the terms of this Amendment, all of the Agreement remains in full force and effect. This Amendment may be executed in any number of counterparts, each of which is an original, but all counterparts of which constitute the same instrument.
3. Execution. Authorized representatives of the parties have executed this Amendment as of the dates written below.
XXXXXX FOUNDATION HEALTH PLAN, INC | ITAMAR MEDICAL, INC. | |||
By: | /s/ Xxxx Xxxxx | By: | /s/ Xxx Xxxxx | |
Printed Name: | Xxxx Xxxxx | Printed Name: | Xxx Xxxxx | |
Its: | Sourcing Manager | Its: | Pres. & CEO | |
Date: | 10-27-09 | Date: | 23-Oct-09 |
AMENDMENT TO ITAMAR MEDICAL AGREEMENT
Contract No. RS-1233
Between
XXXXXX FOUNDATION HEALTH PLAN, INC.
and
ITAMAR MEDICAL, INC.
This Amendment (the “Amendment”) to Contract No. RS-1233 entered into on August 16, 2007 (the “Agreement”), is effective October 16, 2009 (“Amendment Effective Date”), and is between Xxxxxx Foundation Health Plan, Inc. and Itamar Medical, Inc. (“Supplier”).
1. Change in Expiration Date. The expiration date of the Agreement is changed to March 31, 2010. Thereafter, the parties may elect to renew this Agreement upon mutual agreement.
2. Principles of Construction. Whenever the terms or conditions of the Agreement and the Amendment are in conflict, the terms of this Amendment control. Except as specifically modified by the terms of this Amendment, all of the Agreement remains in full force and effect. This Amendment may be executed in any number of counterparts, each of which is an original, but all counterparts of which constitute the same instrument.
3. Execution. Authorized representatives of the parties have executed this Amendment as of the dates written below.
XXXXXX FOUNDATION HEALTH PLAN, INC | ITAMAR MEDICAL, INC. | |||
By: | /s/ Xxxxxx X. Xxxx | By: | /s/ Xxx Xxxxx | |
Printed Name: | Xxxxxx X. Xxxx | Printed Name: | Xxx Xxxxx | |
Its: | Sourcing Manager | Its: | Pres. & CEO | |
Date: | 10-27-09 | Date: | 23-Oct-09 |
AMENDMENT #3 TO ITAMAR MEDICAL AGREEMENT
Contract No. RS-1233
Between
XXXXXX FOUNDATION HEALTH PLAN, INC.
and
ITAMAR MEDICAL, INC.
This Amendment (the “Amendment”) to Contract No. RS-1233 entered into on August 16, 2007 (the “Agreement”), is effective April 1, 2010 (“Amendment Effective Date”), and is between Xxxxxx Foundation Health Plan, Inc. and Itamar Medical, Inc. (Supplier”).
1. Change in Expiration Date. The expiration date of the Agreement is changed to March 31, 2013. Thereafter, the parties may elect to renew this agreement upon mutual agreement.
2. Products and Pricing. Pricing revised as set forth in Exhibit A
3. Principles of Construction. Whenever the terms or conditions of the Agreement and the Amendment are in conflict, the terms of this Amendment control. Except as specifically modified by the terms of this Amendment, all of the Agreement remains in full force and effect. This Amendment may be executed in any number of counterparts, each of which is an original, but all counterparts of which constitute the same instrument.
4. Execution. Authorized representatives of the parties have executed this Amendment as of the dates written below.
XXXXXX FOUNDATION HEALTH PLAN, INC. | ITAMAR MEDICAL, INC. | |||
By: | /s/ Xxxxxx Xxxxx | By: | /s/ Xxx Xxxxx | |
Printed Name: | Xxxxxx Xxxxx | Printed Name: | Xxx Xxxxx | |
Its: | Senior Sourcing Director | Its: | Pres. & CEO | |
Date: | 2-25-10 | Date: | 26-Jan-10 |
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934; [***] DENOTES OMISSIONS
EXHIBIT A
WatchPat 100 Kit/WatchPAT 200 Kit |
Item | Itamar P/N | Product description | Price $ | |||
1 | AC21102 | Watch-PAT100 Kit, | [***] | |||
1.01 | FG21502 | Watch-PAT100 Device | [***] | |||
1.02 | FG21620 | Cable conn Probe - WP100 | [***] | |||
1.03 | FG21610 | Oxi sensor for WP100 | [***] | |||
1.04 | FG21810 | Compact Flash Disk 16MB (Itamar formatted) |
[***] | |||
1.05 | FG21710 | Velcro Sleeve +Extension | [***] | |||
1.06 | FG21800 | Watch-XXX 100 Charger | [***] | |||
1.07 | FG21720 | Hard shell case - WP100 | [***] | |||
1.08 | OM21970 | Step by Xxxx Xxxxx WP100 | [***] | |||
1.09 | OM21960 | Operation manual WP100 | [***] | |||
1 | AC21002 | Box of 12 Pneumo-Opt probes | [***] | |||
2 | CP72000 | Oximeter adh. bands x25 | [***] | |||
3 | FG21701 | Sleeve Disposable x25 | [***] | |||
4 | FM07000 | Annual Service Contract (including Help Desk) | [***] | |||
5 | OM2103100 | Installation and training | [***] | |||
6 | AC3110302 | Watch-XXX 200 Kit | [***] | |||
7 | AS2000200 | PS Sensor(Body Position/Snoring) | [***] | |||
8 | AS2000100 | Adhesive Set for PS Sensor | [***] | |||
9 | AS000520 | Oximeter sensor for WP200 | [***] | |||
10 | AS0060590 | XXX Cable-WP200 | [***] | |||
11 | FG2110010 | WP200 (qty.10) Kits with Software | [***] | |||
12 | FG2110015 | WP200 (qty.l5) Kits with Software | [***] | |||
13 | N/A | 1000 Boxes of 12 Pneumo-Opt probes-Package/qty order | [***] | |||
1 | AC21001 | zzzPAT S/W Kit for WP100 | [***] | |||
1.01 | FG21820 | Reader/Writer USB CF | [***] | |||
1.02 | FG21600 | Cable maintenance WP100 | [***] | |||
1.03 | OM21971 | zzzPAT operation manual | [***] | |||
1.04 | AS21611 | zzzPAT S/W CD WP100 | [***] | |||
2 | N/A | zzzPAT S/W Kit for WP200 | [***] |
AMENDMENT #4 TO ITAMAR MEDICAL AGREEMENT
This Amendment #2 (the “Amendment”) to contract number RS-1233 (the “Agreement”) effective as of April 1, 2010, is effective as of February 4, 2013, and is between Xxxxxx Foundation Health Plan (“KP”) and Itamar Medical, Inc. (“Supplier”). The parties have agreed to amend the Agreement as follows:
1. Change in Expiration Date. The expiration date of the Agreement is changed to October 31, 2013.
2. Principles of Construction. Whenever the terms or conditions of the Agreement and the Amendment are in conflict, the terms of this Amendment control. Except as specifically modified by the terms of this Amendment, all of the Agreement remains in full force and effect. This Amendment may be executed in any number of counterparts, each of which is an original, but all counterparts of which constitute the same instrument.
3. Execution. Authorized representatives of the parties have executed this Amendment as of the dates written below.
XXXXXX FOUNDATION HEALTH PLAN, INC. | ITAMARMEDICAL, INC. | |||
By: | /s/ Xxxx Xxxxxxxx | By: | /s/ Xxx Xxxxx | |
Printed Name: | Xxxx Xxxxxxxx | Printed Name: | Xxx Xxxxx | |
Its: | Executive Director Procurement | Its: | CEO | |
Date: | 2/22/13 | Date: | 31-Jan-13 |
PORTIONS OF THIS AGREEMENT WERE OMITTED AND HAVE BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934; [***] DENOTES OMISSIONS
Contract # RS-1233
AMENDMENT #5 TO ITAMAR MEDICAL AGREEMENT
This Amendment #5 (the "Amendment") to the Master Products and Services Agreement (#RS- 1233) (the "Agreement"), effective as of February 4th, 2013, is effective as of November 1, 2013, and is between Xxxxxx Foundation Health Plan, Inc. ("KP") and Itamar Medical, Inc. ("Supplier"). The parties have agreed to amend the Agreement as follows:
1. Change of Supplier Principal Place of Business. Supplier's principal place of business is at 000 Xxxxx Xxxxx Xx, Xxxxx 0, Xxxxxxxx, XX.
2. Change in Expiration Date. The expiration date of the Agreement is changed to October 31, 2015
3. Products and Pricing. The Agreement is amended by revising the Products and pricing set forth on Exhibit A attached to the Agreement and incorporated therein by this reference.
4. The following language shall be added to contract Section 2. Purchasing of Services
2.10. [***]. [***].
2.11. Pricing for New Products. New Products offered by Supplier will be offered at [***].
5. Section 3.1 (b) is deleted and replaced with the following language:
3.1. Supplier warrants that Products will be free from defects in workmanship and materials under normal use and in accordance with the Product's user manuals. Products will conform to the Product Specifications for a period of 2 years from either the date of Product acceptance by facilities that are in operation or from the first day of operation at a new facility.
6. Section 3.2 is deleted and replaced with the following language:
7. The following language shall be added under Section 6. Miscellaneous
Xxxxxx Foundation Health Plan, Inc. | Itamar Medical, inc. | |||
By: | By: | /s/ Xxxxxx Xxxxxxx | ||
Printed Name: | Printed name: | Xxxxxx X. Xxxxxxx | ||
Its: | Its: | President, Itamar Inc. | ||
Date: | Date: | September 5, 2013 |
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934; [***] DENOTES OMISSIONS
Exhibit A
Pricing
Manufacturer Name |
Manufacturer
Catalog Number |
Manufacturer
Product Description |
Extended
Manufacturer Product Description |
Base UOM |
Sell Use UOM |
Sell
Use Quantity |
Manufacturer Purchase Price |
|||||||||||
Itamar Medical | AC2000300 | 24 Bracelets for WatchPAT | Chain of Custody bracelets | EA | BOX | 24 | [***] | |||||||||||
Itamar Medical | AC2000102 | Adhesive Set for Sensor | Pkg for body position and snore | EA | PKG | 12 | [***] | |||||||||||
Itamar Medical | AS0037050 | Battery for WP200 | EA | EA | 1 | [***] | ||||||||||||
Itamar Medical | AS0065511 | Cable Bracelet to WP200 | Y-cable for Chain of Custody use | EA | EA | 1 | [***] | |||||||||||
Itamar Medical | AC2000201 | Integrated Sensor | EA | EA | 1 | [***] | ||||||||||||
Nonin | CP7200010 | Oximeter Adhesive Bands x 25 | Pkg for Oximeter | EA | PKG | 25 | [***] | |||||||||||
Itamar Medical | OM2193302 | Step by Xxxx Xxxxx WP200 | EA | EA | 1 | [***] | ||||||||||||
Itamar Medical | - | Upgrade WP 100 to WP200 | EA | EA | 1 | [***] | ||||||||||||
Itamar Medical | AC2110400 | WatchPAT 200 Kit | EA | EA | 1 | [***] | ||||||||||||
Itamar Medical | CS2110010 | WatchPAT 200 Kit 10 to 14 | 10-14 WP200 Kits & sensors, 1 s/w cd @ $[***] ea | EA | PKG | [***] | ||||||||||||
Itamar Medical | CS2110015 | WatchPAT 200 Kit 15 to 29 | 15-29 WP200 kits & sensors, 1 s/w cd @ $[***] ea. | EA | PKG | [***] | ||||||||||||
Itamar Medical | CS2110030 | WatchPAT 200 Kit 00-00 | 00-00 WP200 kits & sensors, 1 s/w cd @ $[***] ea | EA | PKG | [***] | ||||||||||||
Itamar Medical | CS2110060 | WatchPAT 200 Kit 60 Up | 60-up WP200 kits & sensors, 1 s/w cd @ $[***] ea | EA | PKG | [***] | ||||||||||||
Itamar Medical | AS2161531 | zzzPAT S/W CD for WatchPAT 4.3.61.4 | EA | EA | 1 | [***] | ||||||||||||
Itamar Medical | AS2165200 | WatchPAT 200 Patient Video | EA | EA | 1 | [***] | ||||||||||||
Itamar Medical | CS1000101 | 1 Year Warranty WatchPAT | EA | EA | 1 | [***] | ||||||||||||
Itamar Medical | OM2196303 | Operation Manual | EA | EA | 1 | [***] | ||||||||||||
Itamar Medical | AS0060620 | Oximeter Sensor for WP200 | EA | EA | 1 | [***] | ||||||||||||
Itamar Medical | AS0060600 | XXX Cable WP200 | EA | EA | 1 | [***] | ||||||||||||
Itamar Medical | MP2173302 | Carrying Case WP200 | EA | EA | 1 | [***] | ||||||||||||
Itamar Medical | PS0000013 | Pow-Supp 100-240 VAC X.X. | EA | EA | 1 | [***] | ||||||||||||
Itamar Medical | AC2100210 | 12 Pneumo-opt sip probes-WP | EA | BOX | 12 | [***] | ||||||||||||
Itamar Medical | CS2100210 | 12 WatchPAT Probes 1K | orders of 1,000 boxes of probes or more | EA | BOX | 12 | [***] | |||||||||||
Itamar Medical | AC21103xx-AC21104xx | Upgrade WP200 | EA | EA | 1 | [***] |
Exhibit B
Extended Service plan
Supplier will provide the following software and hardware services for Supplier's Products included in this Service Plan subject to the Coverage Description below:
• Free software updates when released
• Hardware troubleshooting and support (as per A. below)
• Software troubleshooting and support (as per B. below)
• Free Remote training for product operation (up to 4 hours per year)
• Preventive Maintenance includes pro-active part replacements (as per C. below)
• Cable/connector/tubing replacements as a result of normal use.
• One-time battery pack replacement or tubing replacements (where applicable)
• Device inspection & problem assessment at Supplier labs
• Device diagnosis and software support through phone call or email (support available 9 AM to 5 PM Sunday -Thursday Israel Time or Monday - Friday in Eastern Time U.S.)
• Free subassembly level repair at Supplier's laboratory (as per D. below)
• Loan equipment replacement (subject to availability and as per E. below)
• Three (3) technical study analyses per device (medical interpretation & diagnosis not included)
• Free shipping to Customer (as per F. below)
• See Exhibit B-1 for more product-specific coverage
Coverage Description; The following items are not covered: All consumable items, such as probes, adhesives, accessories, etc. Probes are covered for manufacturing defects within the first ninety (90) days of purchase. If probes are discovered to be defective after this period, Supplier will not be responsible for any such defects. Device and accessory warranty coverage is subject to normal use and to storing items at recommended storage conditions, as described in the device User's Manual. This does not cover damage to the Product due to abuse or mishandling. Products returned to Supplier and proven upon inspection to be defective under normal use will be repaired or exchanged.
A. Hardware Troubleshooting and Support: Hardware troubleshooting and support is provided remotely by the system analysts and engineers working at Supplier's Customer Support Center. Troubleshooting tests and services include:
• System Integrity testing
• Analysis of clinical performance issues
• Identifying of problems related to accessories and connections to the system
• Interface testing
B. Software Troubleshooting and Support: Supplier, through its Customer Support Center, will remotely assist KP with software installation, software updates, software interface operation, study analyses and report generations.
NOTE: Updates apply only to those Supplier software products/application programs that were purchased with the original hardware configuration or added by subsequent purchases. Revisions do not include new hardware features or hardware enhancements that became available subsequent to the original product configuration that was quoted and/or purchased.
NOTE: If the new versions of Supplier's software products/application programs require hardware enhancements or other platform upgrades (e.g., revisions to licensed, third party software products such as operating systems), a separate quotation will be provided. Supplier does not include replacement hardware with software version update revisions.
The following is a list of services that will be performed whenever software update and/or upgrade revisions are provided:
• Software portion of Preventive Maintenance testing.
• Remote installation of new software version in all devices, i.e. computer workstations, front end, etc.
• Release notes and documentation.
• Modifications to system software configuration notes and reports as necessary to maintain existing features and formats.
C. Preventive Maintenance: Provides remote phone call or email training on the best preventive care and maintenance guidelines upon KP request. KP should follow the preventive maintenance guidelines issued with the product to ensure proper product operation. Failing to follow the preventive maintenance guidelines may result repair charges case product is serviced at Supplier's lab. See Exhibit B-1 for a list of product-specific Preventive Maintenance actions included within this Service Plan.
D. Subassembly Level Repair Service: This module offers a free exchange of defective system subassemblies (circuit boards, LCD display, connectors and internal parts) with fully functional, factory- tested parts.
E. Loan Equipment Replacement: Supplier will provide loan equipment replacement as necessary, to maintain core system functionality in the event that hardware components must be sent for factory repair. Loan equipment replacement is provided based on determination of the core functionality necessary to maintain clinical operations and the availability within our inventory. No additional fees will be charged for loan replacement equipment even if newer than the returned equipment.
F. Shipping & Postage: Loan equipment replacement (when applicable and available) will be shipped to the Customer within two (2) working days after the broken equipment has been shipped by KP to Supplier and a proof of shipment has been emailed to Supplier. KP shall obtain an RMA number from Supplier which includes a KP-prepared pro-forma invoice to be shipped together with the equipment. Supplier, at its sole discretion, has the right to leave the loan equipment as a permanent replacement to equipment sent for repair. Customer shall pay postage costs to Itamar.
General Terms and Conditions - Extended Service Plan Agreement ("ESPA")
The following general terms and conditions apply to each Extended Service Plan Agreement ("ESPA"):
The ESPA shall have an effective term as set forth on the ESPA, provided, however, that the term of the ESPA may be terminated upon 90 days written notice by either party to the other. In the event the Customer elects to terminate the ESPA prior to the expiration of its stated term, the Customer shall pay to Itamar-Medical Ltd. the prorated prepaid or unpaid subscription price attributable to the used portion of the stated terms of the ESPA. For clarity, if the annual cost is $250 and KP cancels the contract after 3 months, then KP shall pay 3/12 * 250 = $62.5
Itamar Medical Ltd shall also be entitled to terminate the ESPA in the event Customer fails to pay any Itamar invoice in a timely manner or Customer commits a material default under this Agreement if and only if Itamar Medical has provided at least 30 days written notice to Customer detailing the late payment or default and providing at least a 30 day opportunity for Customer to cure such late payment or default.
2. Eligibility for Service Agreement:
For those Customers having any equipment out of warranty and/or not currently being serviced under an Supplier Service Agreement or, if a recent post-Warranty Support Agreement has lapsed for a period of more than thirty (30) days, the equipment must be first inspected by Supplier, repaired and adjusted to applicable factory specifications, and subsequently accepted by Supplier as serviceable under the ESPA. Should repairs be necessary to bring the system to current operational specifications, KP remains responsible to purchase any required components at the then prevailing component list price.
NOTE: Mandatory inspection, and any subsequent repairs or adjustments, are provided at additional cost. They are NOT part of this post Warranty Support Agreement proposal.
3. Period of Service Availability and Charges:
a. For each maintenance request, Supplier representative will respond within four (4) hours by phone during normal business hours or email, to collect required information for processing the service call. Supplier's technical support representative will provide the schedule for problem repair within two (2) working days.
b. In an emergency, advanced replacement equipment will be provided based on Supplier's determination of the core functionality necessary to maintain clinical operations and the availability of Supplier's inventory.
An "emergency" is defined as the inability of KP to perform a study due to the loss of function of the device only. Loss of function of the third party computer used for running the product software or for creating final reports is the responsibility of the third party manufacturer, even if the computer is provided by Supplier, as Supplier's Service and Support Team cannot assume repair function for a third party computer. Third party warranty and support information will be provided to KP at time of sale.
a. Supplier shall have no obligation to perform any maintenance services to any equipment or software, where the maintenance service required results from any of the following. Under such circumstances, if Supplier elects to repair the equipment or software, KP shall pay for the same at Supplier's then applicable standard rates for labor and materials (available upon request):
• Improper use of the equipment or software.
• Failure to follow Supplier's Preventive Maintenance guidelines for the product.
• Failure to operate the equipment in accordance with applicable operating manuals.
• Any modification or alteration of the equipment or software without Supplier's prior written consent.
• Equipment that has been subjected to unusual physical or electrical stress.
• Failure to exercise reasonable efforts to take proper care of the equipment and minimize any damage to the equipment or software.
• If maintenance to the equipment or software has been performed by persons other than Supplier personnel without the prior written consent of Supplier.
• If damage results from operator error or misuse.
b. Consumables and other semi-disposable items, such as, but not limited to, probes, external sensors, tubes, carrying case, straps, adhesives, etc., are not covered under the ESPA. Replacement of these disposable items, if required, will be at applicable contract prices.
In order to perform its obligations pursuant to the ESPA, Supplier shall provide ready access to all equipment and software covered by this agreement including on-line remote computer access.
Exhibit B-1: Product-specific Coverage
1. WatchPAT
• WatchPAT Device - refers to WatchPAT of any model
• WatchPAT Software (zzzPAT)
• Coverage Description Includes subassembly level hardware repair and free replacement of cables and sensors if found to be broken through normal use.
• Preventive Maintenance for WatchPAT includes replacement of the following items after 200 sleep studies or when found to be faulty: battery pack, XXX-probe cable, Oxi-sensor. Supplier will mail replacement part to KP for self installation. Parts and shipment not included.
2. EndoPAT
• EndoPAT 2000 Device
• EndoPAT 2000 Software
• Preventive Maintenance for EndoPAT includes pro-active replacement of the pneumatic tubes (pneumatic cables) after 1,000 studies or when found to be faulty. Parts and shipment are not included.
PORTIONS OF THIS AGREEMENT WERE OMITTED AND HAVE BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934; [***] DENOTES OMISSIONS
Contract #RS-1233
AMENDMENT #6 TO ITAMAR MEDICAL AGREEMENT
This Amendment #6 (the “Amendment”) to the Master Products and Services Agreement (the “Agreement”) effective as of August 16th, 2007, is effective as of November 1, 2015, and is between Xxxxxx Foundation Health Plan, Inc. (“KP”) and Itamar Medical, Inc. (“Supplier”). The parties have agreed to amend the Agreement as follows:
1. Change in Expiration Date. The expiration date of the Agreement is changed to October
31, 2018.
2. Extension of Term. Section 4.1 is deleted in its entirety and replaced with the following:
“Customer may extend the Term of this Agreement for 2 additional 1 year periods by providing written notice to the Supplier prior to the expiration of the then-current Term.”
“2.11 Maintenance Services After Expiration. Supplier agrees to offer maintenance services throughout the useful life of the equipment supplied to Customer under this Agreement. Supplier may increase prices for maintenance services after the expiration of this Agreement in an amount[***]. This clause shall survive after expiration of the contract.”
[Intentionally Left Blank]
Xxxxxx Foundation Health Plan, Inc. | Itamar Medical, Inc. | |||
By: | /s/ Xxxxxxx . X. Xxxxx | By: | /s/ Avnon Tuval | |
Printed Name | Xxxxxxx . X. Xxxxx | Printed Name: | Avnon Tuval | |
Its: | Vice President, Sourcing | its: | VP Operations | |
Date: | 07/16/2015 | Date: | 6/24/15 |
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934; [***] DENOTES OMISSIONS
Exhibit A - Pricing
A.1) Price List
Manufacturer
Catalog Number |
Manufacturer Product Description | Extended
Manufacturer Product Description |
Base UOM |
Sell Use UOM |
Sell
Use Quantity |
Manufacturer Purchase Price |
|||||||||||
AC2000300 | 24 Bracelets for WatchPAT | Chain of Custody bracelets | EA | BOX | 24 | [***] | |||||||||||
AC2000102 | Adhesive Set for Sensor | Pkg for body position and snore | EA | PKG | 12 | [***] | |||||||||||
AS0037050 | Battery for WP200 | EA | EA | 1 | [***] | ||||||||||||
AS0065511 | Cable Bracelet to WP200 | Y-cable for Chain of Custody use | EA | EA | 1 | [***] | |||||||||||
AC2000201 | Integrated Sensor | EA | EA | [***] | |||||||||||||
CP7200010 | Oximeter Adhesive Bands x 25 | Pkg for Oximeter | EA | PKG | 25 | [***] | |||||||||||
OM2193302 | Step by Xxxx Xxxxx WP200 | EA | EA | 1 | [***] | ||||||||||||
CS2110500 | WP200U With Trade In | Older device trade in for a WP200U | EA | EA | 1 | [***] | |||||||||||
CS2110010 | WatchPAT 200U Kit 10 to 14 | 10-14 WP200 Kits & sensors, 1 s/w cd @ [***] ea | EA | PKG | [***] | ||||||||||||
CS2110015 | WatchPAT 200U Kit 15 to 29 | 15-29 WP200 kits & sensors, 1 s/w cd @ [***] ea. | EA | PKG | [***] | ||||||||||||
CS2110030 | WatchPAT 200U Kit 00-00 | 00-00 WP200 kits & sensors, 1 s/w cd @ [***] ea | EA | PKG | [***] | ||||||||||||
CS2110060 | WatchPAT 200U Kit 60 Up | 60-up WP200 kits & sensors, 1 s/w cd @ [***] ea | EA | PKG | [***] | ||||||||||||
AS2161531 | zzzPAT S/W CD for WatchPAT 4.3.61.4 | EA | EA | 1 | [***] | ||||||||||||
AS2165200 | WatchPAT 200 Patient Video | EA | EA | 1 | [***] | ||||||||||||
CS1000101 | 1 Year Warranty WatchPAT | EA | EA | 1 | [***] | ||||||||||||
OM2196303 | Operation Manual | EA | EA | 1 | [***] | ||||||||||||
AS0060620 | Oximeter Sensor for WP200 | EA | EA | 1 | [***] | ||||||||||||
AS0060600 | XXX Cable WP200 | EA | EA | 1 | [***] | ||||||||||||
MP2173302 | Carrying Case WP200 | EA | EA | 1 | [***] | ||||||||||||
PS0000013 | Pow-Supp 100-240 VAC X.X. | EA | EA | 1 | [***] | ||||||||||||
AC2100210 | 12 Pneumo-opt slp probes-WP | EA | BOX | 12 | [***] | ||||||||||||
CS2100210 | 12 WatchPAT Probes 1K | orders of 1000 boxes of probes or more | EA | BOX | 12 | [***] | |||||||||||
AC21103xx-AC21104xx | Upgrade WP200 | EA | EA | 1 | [***] | ||||||||||||
AC2101200 | 12 Pneumo-Opt uPAT Probes | 12 Pneumo-Opt uPAT Probes | EA | Box | 1 | [***] | |||||||||||
AC2110400 | WatchPAT-200U | EA | EA | 1 | [***] | ||||||||||||
AS0065515 | Cable Bracelet to WatchPAT200U | Y-cabie for Chain of Custody use U devise | EA | EA | 1 | [***] | |||||||||||
UP2100300 | Upgrade Kit Watch-PAT200U | Upgrade kit for WatchPAT 200 3 series | EA | EA | 1 | [***] |
A.2) Trade-in
Manufacturer | Manufacturer Product | Extended Manufacturer Product | Manufacturer | Price for purchases made | |||||||||
Catalog Number | Description | Description | Purchase Price | before 12/31/2015 | |||||||||
CS2110500 | WP200U With Trade In | Older itamar device or any competitor’s equipment at working condition - trade in for a WP200U | [***] | [***] | |||||||||
UP2100300 | Upgrade Kit Watch- PAT200U | Upgrade kit for Watch XXX 200 5 series | [***] | [***] |
PORTIONS OF THIS AGREEMENT WERE OMITTED AND HAVE BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934; [***] DENOTES OMISSIONS
Contract # RS-1233
AMENDMENT #7 TO ITAMAR MEDICAL AGREEMENT
This Amendment #7 (the “Amendment”) to the Master Products and Services Agreement (#RS-1233) (the “Agreement”), effective as of August 16, 2007, is effective as of June 26th, 2017, and is between Xxxxxx Foundation Health Plan, Inc. (“KP”) and Itamar Medical, Inc. (“Supplier”). The parties have agreed to amend the Agreement as follows:
3. Section 6 is deleted and replaced with the following language:
5. Execution, Authorized representatives of the parties have executed this Amendment as of the dates written below.
Xxxxxx Foundation Health Plan, Inc. | Itamar Medical, Inc. | |||
By: | /s/ Xxxxxx Xxxxxxx | By | /s/ Xxxx Xxxxx | |
Printed Name: | Xxxxxx Xxxxxxx | Printed Name: | Xxxx Xxxxx | |
Its: | Sourcing manager Medical | Its: | Region Business Director, Xxxxxx Permanente | |
Date: | 06/08/2017 | Date: | 6/23/17 |
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934; [***] DENOTES OMISSIONS
Exhibit A.l
Pricing
Manufacturer
Catalog Number |
Manufacturer Product Description | Base UOM |
Sell Use
UOM |
Sell
Use Quantity |
Manufacturer
Purchase Price |
|||||||||
AC3000100 | Central Plus Sensor Replacement | EA | EA | 1 | [***] | |||||||||
AC3000300 | Central Plus Add-On Kit with RESBP | EA | EA | 1 | [***] |
AMENDMENT NUMBER SEVEN (7) TO MASTER PRODUCTS AND SERVICES AGREEMENT
Contract No. RS-1233 (4734 One Link)
Between
XXXXXX FOUNDATION HEALTH PLAN, INC.
and
ITAMAR MEDICAL, INC.
This Amendment to the Master Products and Services Agreement, Contract No. RS-1233 (4734 One Link) entered into on August 16th, 2007, is effective November 1st, 2018, and is between Xxxxxx Foundation Health Plan Inc. and Itamar Medical Inc. (Supplier”).
1. | Revise Expiration Date. The expiration date of the Agreement is changed to January 31st, 2019. |
2. | Principles of Construction. Whenever the terms or conditions of the Agreement and the Amendment are in conflict, the terms of this Amendment control. Except as specifically modified by the terms of this Amendment, all of the Agreement remains in full force and effect. This Amendment may be executed in any number of counterparts, each of which is an original, but all counterparts of which constitute the same instrument. |
3. | Execution. Authorized representatives of the parties have executed this Amendment as of the dates written below. |
4. | Terms and Conditions. All other Terms and Conditions of the Master Products and Services Agreement remain the same. |
XXXXXX FOUNDATION HEALTH PLAN INC. | ITAMAR MEDICAL INC. | |||
By: | /s/ Xxxxxxx X Xxxx | By: | /s/ Xxxxx Xxxxx | |
Printed Name: | Xxxxxxx X Xxxx | Printed Name: | Xxxxx Xxxxx | |
Title: | Sr. Sourcing Director | Title: | CEO | |
Date: | 10/23/2018 | Date: | 10/22/2018 |