1
AMGEN EPOGEN(R) FREESTANDING DIALYSIS CENTER AGREEMENT
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[*] - Indicates material which has been omitted pursuant to a request for
confidential treatment, and which has been separately filed.
This Agreement ("Agreement"), between Amgen Inc. ("Amgen") and National Medical
Care, Inc. and Everest Healthcare Services Corporation, including all
subsidiaries and affiliates that are at least fifty and one-tenth percent
(50.10%) owned by National Medical Care, Inc. or Everest Healthcare Services
Corporation listed on Appendix B (collectively, "NMC"), sets forth the terms and
conditions for the purchase of EPOGEN(R) (Epoetin alfa) by NMC. Each of the
parties hereto hereby acknowledges and agrees that National Medical Care, Inc.
shall act on behalf of Everest Healthcare Services Corporation such that any
obligations regarding consents, notices or otherwise, due to or from Everest
Healthcare Services Corporation hereunder shall be deemed satisfied when
delivered to or from National Medical Care, Inc. The parties hereto agree and
acknowledge that this Agreement supersedes Everest Healthcare Services
Corporation's own individual agreement with Amgen to purchase EPOGEN(R) (i.e.
Agreement #980460) (the "Everest Agreement") effective as of December 31, 2000
and that the Everest Agreement was terminated effective as of December 31, 2000.
The final reconciliation of discounts and incentives under the Everest Agreement
through December 31, 2000 will be made as provided in that agreement.
1. TERM OF AGREEMENT. The "Term" of this Agreement shall be defined as January
1, 2001 ("Commencement Date") through December 31, 2001 ("Termination
Date").
2. QUALIFIED PURCHASES. All terms contained herein apply only to purchases
made hereunder, as confirmed by Amgen ("Qualified Purchases"), by NMC and,
subject to the terms of Section 13, all affiliates opened, acquired, or
managed by NMC during the Term, for so long as such affiliates remain at
least fifty and one-tenth percent (50.10%) owned or managed by National
Medical Care, Inc. or Everest Healthcare Services Corporation
("Affiliates"), through wholesalers chosen by NMC and authorized by Amgen
to participate in the program ("Authorized Wholesalers") or directly from
Amgen. In addition, and also subject to the terms of Section 13, Affiliates
of Renaissance Health Care, Clinic, Inc., Optimal Renal Care, L.L.C.,
Integrated Renal Care of the Pacific, and/or any joint venture of NMC in
which NMC holds at least a fifty and one-tenth percent (50.10%) ownership
interest, will also be eligible to participate, although not required to
purchase. Amgen agrees to reasonably approve Authorized Wholesalers
requested by NMC. The option to purchase on a direct basis from Amgen is
subject to receipt and approval, not to be unreasonably withheld, of an
"Application for Direct Ship Account".
3. PRICING. See Appendix A.
4. PAYMENT TERMS. The terms and conditions of this Agreement shall apply
whether NMC and/or Affiliates purchase EPOGEN(R)through an Authorized
Wholesaler or from Amgen directly.
5. PRODUCT ACQUISITION COSTS. As long as NMC and Affiliates are the [*]
non-governmental, freestanding dialysis center (including home dialysis
affiliates) purchaser of EPOGEN(R) in the United States, Puerto Rico and
Guam during the Term, on an annual, calendar year basis, Amgen commits that
this Agreement provides NMC and Affiliates with [*] for EPOGEN(R) available
to any freestanding dialysis center purchaser in the United States and
Puerto Rico with comparable growth and percentage of patients with [*] [*].
If NMC and Affiliates are not the [*] non-governmental, freestanding
dialysis center purchaser of EPOGEN(R) in the United States, Puerto Rico
and Guam during the Term, on a calendar year basis, Amgen may provide [*]
for EPOGEN(R) to [*] non-governmental, freestanding dialysis center
purchaser(s). Qualification as a freestanding dialysis center shall be
determined by Amgen in its reasonable discretion, in accordance with
Amgen's customer classification policies, which generally classify
freestanding dialysis centers as independent, exclusive providers of
dialysis services, which (a) may not obtain EPOGEN(R) from or through a
hospital, or (b) are not otherwise affiliated with a hospital, nursing
home, or integrated health care system. This commitment excludes [*]
available to any governmental entities, or [*] mandated by Title 38
(Veterans' Benefits) or Title 42 (The Public Health and Welfare) of the
United States Code, or any other federal or state health care program.
Amgen's agreement to make this commitment is contingent upon its ability to
comply with all federal, state, local and military laws, statutes and
regulations.
6. MINIMUM PRODUCT PURCHASE AGREEMENT. NMC and Affiliates as listed on
Appendix B on the Commencement Date of this Agreement agree that the
aggregate EPOGEN(R)purchases during [*] the Term will equal or exceed [*]
for the same time period during the previous year.
AGREEMENT NO. 20010007 - 1 - Ver. 1/12/01
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EPOGEN(R) FREESTANDING DIALYSIS CENTER AGREEMENT
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7. DISCOUNT. Amgen will pay discounts and incentives in accordance with the
schedule and terms set forth in Appendix A attached hereto.
8. PAYMENT OF DISCOUNTS. Any discount (hereinafter defined as including a
discount at time of purchase, rebate, incentive or other concession
impacting the pricing of a product) earned hereunder shall be calculated in
accordance with this Agreement, based on Qualified Purchases, using [*] as
the calculation price, and shall be paid in the form of a [*] to National
Medical Care's corporate headquarters, except as otherwise provided
hereunder. NMC and Affiliates shall make available to Amgen any records
concerning NMC's and Affiliates' purchase amounts that Amgen or its
auditors may reasonably request. [*]. Amgen will use its best efforts to
make any discount (excluding discounts at time of purchase) pursuant to
this Agreement available in accordance with the terms referenced in
Appendix A. Availability of discounts is contingent upon Amgen receiving
all relevant purchase data from all Authorized Wholesalers designated by
NMC, in a form reasonably acceptable to Amgen, detailing NMC's and
Affiliates' Qualified Purchases of EPOGEN(R) for the relevant period, along
with any other data required by the terms of Appendix A. In the event of
any purchases directly from Amgen, all such purchase data shall be included
in the calculation of all discounts. In no event shall Amgen pay any
discount on EPOGEN(R) distributed by NMC or Affiliates to non-Affiliates of
NMC (see Section 2 for definition of Affiliates). Subject to the section
entitled "Breach of Agreement", in the event that Amgen is notified in
writing that National Medical Care, Inc. and/or any of its subsidiaries or
Affiliates (the "Acquiree") is acquired by another entity or a change of
control otherwise occurs with respect to the Acquiree, any discount which
may have been earned hereunder prior to the effective date of the
acquisition shall vest, and shall be paid in the form of a [*] to National
Medical Care's corporate headquarters subject to the conditions described
herein.
9. TREATMENT OF DISCOUNTS. The parties agree that they will account for any
discount earned hereunder 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, and if required by such statutes or regulations
(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 agency or any other federally
funded state health care program, the information furnished by Amgen
concerning the amount or value of such discount. NMC agrees that it will
advise all Affiliates, in writing, of any discount received by National
Medical Care's corporate headquarters hereunder with respect to purchases
made by such Affiliates and that NMC will advise said Affiliates as to
their requirement to account for any such discount in accordance with the
above stated requirements.
10. COMMITMENT TO PURCHASE. NMC and Affiliates agrees to purchase EPOGEN(R) for
all of its dialysis use requirements in the United States, Puerto Rico and
Guam for recombinant human erythropoietin. Amgen agrees to make such
EPOGEN(R) available to NMC and Affiliates through its Authorized
Wholesalers or directly from Amgen. In addition to other remedies available
to NMC and Affiliates, NMC and Affiliates may purchase another brand of
recombinant human erythropoietin for its dialysis use requirements in the
United States, Puerto Rico and Guam if, and only if, NMC and Affiliates
have informed Amgen, in writing, that NMC and Affiliates are unable to
acquire sufficient amounts of EPOGEN(R) to meet NMC's and Affiliates'
reasonable dialysis use requirements, and Amgen by itself, or through its
Authorized Wholesalers, is actually unable to supply NMC and Affiliates
with their reasonable dialysis use requirements of EPOGEN(R) within the
time period reasonably required by NMC and Affiliates, which, in no event
will be less than five (5) business days after Amgen's receipt of NMC's and
Affiliates' written notice. If the preceding requirements are met, NMC and
Affiliates will only be allowed to purchase another brand of recombinant
human erythropoietin for the time period, and to the extent, that Amgen is
unable to provide NMC and Affiliates with EPOGEN(R) to meet NMC's and
Affiliates' reasonable dialysis use requirements.
11. OWN USE. NMC hereby certifies that EPOGEN(R)purchased hereunder will be for
the "own use" by NMC and the Affiliates of NMC.
12. AUTHORIZED WHOLESALERS. A complete list of NMC's and Affiliates' current
Authorized Wholesalers, through whom NMC and Affiliates may purchase
EPOGEN(R) hereunder is attached as Appendix C. NMC and Affiliates agrees to
promptly provide Amgen with any additions, deletions, or changes to the
initial list of Authorized Wholesalers. Amgen requires no less than 30 days
notice before the effective date of change for any addition or deletion of
Authorized Wholesalers hereunder. Any proposed changes to the initial list
of Authorized Wholesalers must be in writing and are subject to reasonable
approval by Amgen.
AGREEMENT NO. 20010007 - 2 - Ver. 1/12/01
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EPOGEN(R) FREESTANDING DIALYSIS CENTER AGREEMENT
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13. SUBSIDIARIES AND AFFILIATES. Within 30 days of execution of this Agreement,
NMC shall provide a current listing of all Affiliates, and other entities,
that will be participating in this Agreement, designating which Affiliates
are owned and/or managed by NMC. Such listing will be incorporated into
this Agreement as Appendix B. Only those entities listed on Appendix B will
be eligible to participate in this Agreement. Any NMC managed Affiliate, or
other entity with an existing contract, may participate in either their
existing agreement with Amgen, or this Agreement, but not both. Each
managed Affiliate or entity must declare under which single Amgen contract
it will participate. Only Qualified Purchases under this Agreement will be
used in the calculation of pricing, discounts or other incentives under
this Agreement. NMC will notify Amgen of changes to Appendix B, and the
effective date of change. Such effective date of change may not be earlier
than the date the notice is received by Amgen. Any proposed change to
Appendix B will be subject to the reasonable approval of Amgen based upon
Amgen's then current legal and contractual requirements, and such proposed
affiliate's classification as a freestanding dialysis center or a home
dialysis support facility.
14. BREACH OF AGREEMENT. Either party may terminate this Agreement for a
material breach upon thirty (30) days advance written notice provided such
breach remains uncured at the end of the thirty (30) day period.
15. CONFIDENTIALITY. Both Amgen and NMC agree that this Agreement represents
and contains confidential information which will 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 or court order. In the event NMC believes it is
obligated to disclose any such information as required by law or court
order, NMC will provide Amgen with prior written notice and an opportunity
to seek a protective order and NMC shall furnish only that portion of the
information that its counsel advises is required to be disclosed by law.
16. 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. NMC represents and
warrants that it has the power to bind National Medical Care, Inc. and the
subsidiaries and owned Affiliates listed on Appendix B to the terms
contained herein. NMC shall cause each managed Affiliate to be bound by the
terms and conditions of this Agreement through the execution of a joinder
agreement executed between NMC and each such managed Affiliate.
17. GOVERNING LAW. This Agreement will be governed by the laws of the State of
Delaware and the parties submit to the jurisdiction of Delaware courts,
both state and federal.
18. NOTICES. Any notice or other communication required or permitted hereunder
will be in writing and shall be deemed given or made when delivered in
person or when received by the other party sent by U.S. Mail, return
receipt requested, at the respective party's address set forth below or at
such other address as the party shall have furnished to the other in
accordance with this provision.
19. COMPLIANCE WITH HEALTH CARE PRICING AND PATIENT PRIVACY LEGISLATION AND
STATUTES. a) Notwithstanding anything contained herein to the contrary, at
any time following the enactment of any federal, state, or local law or
regulation that materially reforms, modifies, alters, restricts, or
otherwise affects the pricing of or reimbursement available for EPOGEN(R),
either party may initiate good faith negotiations to modify this Agreement.
If after forty-five (45) days the parties are unable to in good faith
mutually agree to modifications to this Agreement, (i) either party may
terminate this Agreement immediately, or (ii) Amgen may exclude any owned
or managed Affiliates from participating in this Agreement unless such
owned or managed Affiliate(s) certifies in writing that they are, or will
be, exempt from the provisions of such enacted law or regulation.
Additionally, in order to assure compliance with any existing federal,
state or local statute, regulation or ordinance, Amgen reserves the right,
in its reasonable discretion, to exclude any owned or managed Affiliates
from the pricing, discount, and incentive provisions of this Agreement. In
the event there is a future change in Medicare, Medicaid, or other federal
or state statutes or regulations or in the interpretation thereof, which
renders any of the material terms of this Agreement unlawful or
unenforceable, this Agreement shall continue and shall be amended by the
parties as a result of good faith negotiations as necessary to bring the
Agreement into compliance with such statute and regulation.
AGREEMENT NO. 20010007 - 3 - Ver. 1/12/01
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EPOGEN(R) FREESTANDING DIALYSIS CENTER AGREEMENT
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b) Notwithstanding anything contained herein to the contrary, in order to
assure compliance, as determined by either party in its reasonable
discretion, with any existing federal, state or local statute, regulation
or ordinance relating to patient privacy of medical records, or 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 upon 30 days' notice, seek to modify
this Agreement. NMC 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, [*]. If the parties in good faith determine that such
modification is not possible, the parties shall seek to modify the
Agreement in another manner acceptable to both parties. If the parties,
after a reasonable time, are unable to agree upon such a modification,
either party shall be entitled to terminate the affected incentive upon 30
days' notice or upon the date such change in law or regulation goes into
effect, whichever is earlier. [*].
20. MISCELLANEOUS. No modification of this Agreement shall be effective unless
made in writing and signed by a duly authorized representative of each
party. This Agreement constitutes the entire agreement of the parties
pertaining to the subject matter hereof and supersedes all prior written
and oral agreements and understandings pertaining hereto including without
limitation, any previous or existing contract or amendment for the purchase
of EPOGEN(R). Neither party shall have the right to assign this Agreement
to a third party without the prior written consent of the other party.
Neither party shall be liable for delays in performance and nonperformance
of this Agreement or any covenant contained herein caused by fire, flood,
storm, earthquake or other act of God, war, rebellion, riot, failure of
carriers to furnish transportation, strike, lockout or other labor
disturbances, act of government authority, inability to obtain material or
equipment, or any other cause of like or different nature beyond the
control of such party. However, during any time of nonperformance by Amgen
which involves NMC's and Affiliates' inability to obtain sufficient
EPOGEN(R) to meet NMC's and Affiliates' reasonable dialysis use
requirements, the [*] for such nonperformance, the [*] and NMC and
Affiliates may purchase EPOGEN(R) from another supplier. The parties shall
execute and deliver all documents, provide all information, and take or
refrain from taking action as may be necessary or appropriate to achieve
the purposes of this Agreement. 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 constitutes one and the same agreement. Amgen reserves
the right to rescind this offer if the parties fail to execute this
Agreement within thirty (30) days from the date of its offering.
Please retain one fully executed original for your records and return the
other fully executed original to Amgen.
THE PARTIES EXECUTED THIS AMENDMENT AS OF THE DATES SET FORTH BELOW.
AMGEN INC. NATIONAL MEDICAL CARE, INC.
Signature: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Signature: /s/▇▇▇ ▇▇▇▇▇
---------------------------------------- ----------------------------------------
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Print Name: ▇▇▇ ▇▇▇▇▇
---------------------------------------- ----------------------------------------
Print Title: NATIONAL ACCOUNT, ASSOCIATE DIRECTOR Print Title:
---------------------------------------- ----------------------------------------
Date: 2-13-01 Date:
---------------------------------------- ----------------------------------------
EVEREST HEALTHCARE HOLDINGS, INC., SUCCESSOR BY
STATUTORY MERGER TO EVEREST HEALTHCARE SERVICES
CORPORATION
Signature /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Signature: /s/▇▇▇ ▇▇▇▇▇
----------------------------------------- ---------------------------------------
Print Name: VICE PRESIDENT & GEN'L. MGR. NBU Print Title: ▇▇▇ ▇▇▇▇▇
----------------------------------------- ---------------------------------------
Date: 2-14-01 Date:
--------------------------------------- ---------------------------------------
AGREEMENT NO. 20010007 - 4 - Ver. 1/12/01
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EPOGEN(R) FREESTANDING DIALYSIS CENTER AGREEMENT
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APPENDIX A: DISCOUNT PRICING, SCHEDULE, AND TERMS
1. PRICING. NMC and Affiliates may purchase EPOGEN(R) directly from Amgen or
through Authorized Wholesalers [*]. Notwithstanding any of the foregoing,
each of the parties hereto hereby acknowledges and agrees that this
Agreement is being executed after the Commencement Date and that any
purchases of EPOGEN(R) made by NMC and Affiliates were and will continue to
be made [*] from the Commencement Date (January 1, 2001) until such date
that is 15 days after the date of execution of this Agreement or March 1,
2001, if mutually agreed upon by the parties (the "Negotiation Period").
[*] [*]. Resulting prices do not include any wholesaler markup, service
fees, or other charges. [*]
2. [*]. NMC may qualify [*] the following requirements must be met:
A. REQUIREMENTS: In order to qualify [*]. In order to participate [*], NMC
and Affiliates must provide the following information for each
dialysis patient to Amgen or to a data collection vendor specified by
Amgen, on a [*] basis, and no later than [*] after the end of [*]:
i) facility ID, [*], [*]. Amgen may utilize the Data for any purpose, and
reserves the right to audit all Data. Notwithstanding the foregoing,
Amgen shall not sell or re-sell any Data obtained pursuant to this
Agreement. Additionally, any use by Amgen of such Data shall be in a
format that does not identify NMC as the source of such Data, unless
NMC has consented to such use. Under no circumstances should the Data
include any patient identifiable information including, without
limitation, name, complete social security number, address or birth
date. The identity of the account submitting the Data and any
association with the Data will remain confidential and will not be
used in a manner that is patient identifiable. The [*] must be derived
from [*] taken immediately before dialysis treatment using any
automated [*] must be reported to [*] and must be submitted in a
format reasonably acceptable to Amgen. Hand written reports are not
acceptable; electronic submission of the Data is preferred; and
AGREEMENT NO. 20010007 - 5 - Ver. 1/12/01
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EPOGEN(R) FREESTANDING DIALYSIS CENTER AGREEMENT
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APPENDIX A: DISCOUNT PRICING, SCHEDULE, AND TERMS (CONTINUED)
ii) a properly executed "Annual Certification Letter", a sample of which is
attached hereto as Exhibit #1, that will be provided to National
Medical Care's corporate headquarters, unless otherwise requested,
after this Agreement is executed by both parties.
B. CALCULATION: Assuming NMC and Affiliates have fulfilled all requirements
as described in Section 2(a) above, NMC's [*] will be calculated as
follows: The "Average Patient [*]" for each dialysis patient will be
based upon the average of all [*] gathered for each patient during
each [*] of the Term. The [*] of all dialysis patients with Average
Patient [*] less than [*], will be determined by dividing the total
number of dialysis patients with Average Patient [*] less than [*], by
the total number of dialysis patients treated by NMC and Affiliates.
[*] will be calculated based on NMC's and Affiliates' overall
performance in accordance with Amgen's discount calculation policies.
C. PAYMENT: [*] will be calculated on a [*] and paid to National Medical
Care's corporate headquarters, except as otherwise provided hereunder.
Payment is contingent upon receipt by Amgen of the Annual
Certification Letter (attached hereto as Exhibit 1) and all required
Data for the corresponding quarter. Data shall be submitted to Amgen
[*], and no later than [*]. If Data is [*], NMC will not qualify for
the [*] for that [*]. However, if Amgen determines that any
Affiliate(s) is consistently not submitting the required Data, Amgen
reserves the right in its reasonable discretion to exclude such
Affiliate's Qualified Purchases of EPOGEN(R)from the calculation of
the [*] for any relevant [*]. [*] will be based on the Data received
from the [*], and will equal a percentage of NMC's and Affiliates'
total Qualified Purchases of EPOGEN(R)during each relevant [*]
(exclusive of any Qualified Purchases of EPOGEN(R)made by NMC or any
Affiliate not meeting the Data submission requirements described
above) as governed by the [*] schedules listed below. In the event the
EPOGEN(R)package insert language or the [*] guidelines change, [*]
AGREEMENT NO. 20010007 - 6 - Ver. 1/12/01
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EPOGEN(R) FREESTANDING DIALYSIS CENTER AGREEMENT
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APPENDIX A: DISCOUNT PRICING, SCHEDULE, AND TERMS (CONTINUED)
[*] INCENTIVE [*] SCHEDULES:
[*]
[*]
D. VESTING: [*] will vest on [*] and be paid in accordance with the terms and
conditions of Section 2 c) Payment above.
AGREEMENT NO. 20010007 - 7 - Ver. 1/12/01
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EPOGEN(R) FREESTANDING DIALYSIS CENTER AGREEMENT
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APPENDIX A: DISCOUNT PRICING, SCHEDULE, AND TERMS (CONTINUED)
3. [*] NMC shall be eligible to receive a [*] if certain data elements are
transmitted to Amgen [*]. The [*] will be calculated as a percentage of
Qualified Purchases of EPOGEN(R) attributable to NMC and all Affiliates
during each [*]. In order to qualify for the [*], the following [*] must be
submitted by NMC and all Affiliates in [*] format reasonably acceptable to
Amgen [*]: Facility ID, [*], [*]. [*] must be submitted on a [*] basis, and
no later than [*]. If such [*] is received more than [*], NMC will not
qualify for the [*]. [*]. However, if Amgen determines that any
Affiliate(s) is consistently not submitting the required [*], Amgen
reserves the right in its sole discretion to exclude such Affiliate's
Qualified Purchases of EPOGEN(R) from the calculation of the [*]. [*].
4. [*]. NMC may qualify for the [*] as described below.
A. CALCULATION: NMC's [*] will be calculated in accordance with the
following formula and with each relevant [*] schedule listed below:
[*] = A x B
where
A = [*].
B = [*].
C = [*].
D = [*].
AGREEMENT NO. 20010007 - 8 - Ver. 1/12/01
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EPOGEN(R) FREESTANDING DIALYSIS CENTER AGREEMENT
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APPENDIX A: DISCOUNT PRICING, SCHEDULE, AND TERMS (CONTINUED)
[*] INCENTIVE [*] SCHEDULES:
[*]
[*]
[*]
[*]
AGREEMENT NO. 20010007 - 9 - Ver. 1/12/01
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EPOGEN(R) FREESTANDING DIALYSIS CENTER AGREEMENT
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APPENDIX A: DISCOUNT PRICING, SCHEDULE, AND TERMS (CONTINUED)
[*] [*] SCHEDULES:
[*]
[*]
[*]
[*]
AGREEMENT NO. 20010007 - 10 - Ver. 1/12/01
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EPOGEN(R) FREESTANDING DIALYSIS CENTER AGREEMENT
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APPENDIX A: DISCOUNT PRICING, SCHEDULE, AND TERMS (CONTINUED)
For the purposes of calculating [*], Amgen will incorporate purchases of any
newly created facility (but not facilities added through acquisition). [*].
B. VESTING: NMC's [*] will vest on the [*], and will be paid in accordance
with the terms and conditions described above.
AGREEMENT NO. 20010007 - 11 - Ver. 1/12/01
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EPOGEN(R) FREESTANDING DIALYSIS CENTER AGREEMENT
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APPENDIX B: LIST OF NMC SUBSIDIARIES AND AFFILIATES
SUBSIDIARIES:
Bio-Medical Applications Management Co., Inc. and its subsidiaries
▇▇▇▇▇, Inc.
Infusion Care, Inc.
LifeChem, Inc.
National Medical Care HomeCare Division, Inc.
Renal Research Institute, Inc.
Spectra Renal Management
AFFILIATES:
See Contract List Attached
AGREEMENT NO. 20010007 - 12 - Ver. 1/12/01
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EPOGEN(R) FREESTANDING DIALYSIS CENTER AGREEMENT
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APPENDIX C: LIST OF NMC AUTHORIZED WHOLESALERS
TO ENSURE YOU RECEIVE THE APPROPRIATE DISCOUNT, IT IS IMPORTANT THAT WE HAVE
YOUR CURRENT LIST OF AUTHORIZED WHOLESALERS. THE FOLLOWING LIST REPRESENTS THE
WHOLESALERS AMGEN CURRENTLY HAS ASSOCIATED WITH YOUR CONTRACT. PLEASE UPDATE THE
LIST BY ADDING OR DELETING WHOLESALERS AS NECESSARY.
Bergen ▇▇▇▇▇▇▇▇ Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇ Inc.
▇▇▇▇▇ ▇ - ▇▇▇▇ ▇▇. ▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Metro Medical Supply, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Bellco Drug Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
AGREEMENT NO. 20010007 - 13 - Ver. 1/12/01
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EPOGEN(R) FREESTANDING DIALYSIS CENTER AGREEMENT
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EXHIBIT #1
SAMPLE ANNUAL CERTIFICATION LETTER
Month X, 2001
FSDC Legal Name
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇
RE: EPOGEN(R)(Epoetin alfa) Agreement No. 20010007
Dear ____________:
Thank you for your participation in the [*] Incentive Program. 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 your
incentive. If we do not receive the executed certification, we cannot provide
you with this incentive.
If you have any questions regarding this letter please contact me at [*]. 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
[*] Incentive Program under Agreement No. 20010007, 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: _____________________________
Print Name: _____________________________
Print Title: _____________________________
Date: _____________________________
AGREEMENT ▇▇. ▇▇▇▇▇▇▇▇ - ▇▇ - ▇▇▇. 1/12/01
