GRAPHIC OMITTED] EPOGEN® FREESTANDING DIALYSIS CENTER AGREEMENT
Exhibit 10.26
[GRAPHIC OMITTED]
EPOGEN® FREESTANDING DIALYSIS CENTER AGREEMENT
This agreement (“Agreement”) between Amgen USA Inc.
(“Amgen”), a wholly-owned subsidiary of Amgen Inc., and Total Renal Care, Inc., a subsidiary of DaVita, Inc., including the freestanding dialysis center affiliate(s) listed on Appendix B, (collectively, “Dialysis Center”), sets
forth the terms and conditions for the purchase of EPOGEN® (Epoetin alfa) by Dialysis Center for the exclusive
treatment of dialysis patients.
1. |
Term of Agreement. The “Term” of this Agreement shall be defined as January 1, 2002 (“Commencement Date”) through December 31,
2002 (“Termination Date”). |
2. |
Dialysis Center Affiliates. Only those Dialysis Center affiliates (“Affiliates”) listed on Appendix B attached hereto will be eligible
to participate under this Agreement. Affiliates eligible to participate under this Agreement shall be facilities owned in whole or in part by Dialysis Center or for which Dialysis Center provides management or administrative services, such services
to include the purchase and billing of EPOGEN®. Additions to the Affiliates listed on Appendix B may be made pursuant
to the request of Dialysis Center’s corporate headquarters and are subject to approval and acknowledgment by Amgen in writing, and such approval and acknowledgment shall not be unreasonably withheld, conditioned or delayed. Dialysis Center may
delete Affiliates from participation in this Agreement at any time, in its sole discretion. Amgen requires reasonable notice before the effective date of change (the “Administrative Effective Date”) for any addition or deletion of
Affiliates. [DELETE]; all such purchases by Dialysis Center during such period shall constitute “Qualified Purchases” under this Agreement and shall be included for purposes of eligibility and calculation of each and every discount and
incentive provided hereunder and in Appendix A, including but not limited to, [DELETE] set forth in Section 1 of Appendix A, so long as Amgen is not obligated to pay the same discount or incentive attributable to the same purchases to any person or
entity other than Dialysis Center. Amgen reserves the right in its reasonable discretion to terminate any Affiliates with regard to participation in this Agreement. Termination of any Affiliate by Amgen shall be effective (a) immediately in
instances in which Amgen determines, in its sole discretion, that such immediate termination is required by law or order of any court or regulatory agency or as a result of negligence or willful misconduct in the use or administration of
EPOGEN® by such Affiliate; or (b) upon 30 days prior written notice to Dialysis Center in all other instances;
provided, that such termination shall be effective before the expiration of such 30 days where Dialysis Center requests or consents to such earlier termination. |
3. |
Own Use. Dialysis Center hereby certifies that EPOGEN® purchased hereunder shall be for Dialysis Center’s “own use”, for the exclusive treatment of dialysis patients. |
4. |
Authorized Wholesalers. Attached hereto as Appendix C is a complete list, as of the date of execution of this Agreement, of the wholesalers from
which Dialysis Center intends to purchase EPOGEN®. All of the wholesalers so designated by Dialysis Center 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 30 days before the effective
date of the proposed change; provided, however, that Amgen will use its best efforts to accept a change on fewer than 30 days’ notice. Amgen reserves the right, in its reasonable discretion, to reject or terminate, with reasonable notice, any
wholesaler with regard to participation in this Agreement, so long as (a) Amgen rejects or terminates such wholesaler with respect to providing EPOGEN® to any and all purchasers of EPOGEN®, or (b) such wholesaler independently
requests Amgen to remove it as an Authorized Wholesaler for Dialysis Center. Amgen also reserves the right, in its reasonable discretion, to accept wholesalers with regards to participation in this Agreement, but Amgen agrees that it shall accept
any wholesaler designated by Dialysis Center which provides EPOGEN® to other purchasers approved by Amgen. Dialysis
Center agrees to request all Authorized Wholesalers to submit product sales information to a third-party sales reporting
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organization designated by Amgen. In the event Amgen terminates any Authorized Wholesaler from which Dialysis Center is purchasing EPOGEN®, Amgen will work with Dialysis Center to identify other possible Authorized Wholesalers from which Dialysis Center may purchase EPOGEN® [DELETE]. |
5. |
Qualified Purchases. Only EPOGEN® purchased under this Agreement by Dialysis Center through Authorized Wholesalers [DELETE], as confirmed by Amgen based on sales tracking data, will be deemed “Qualified Purchases”.
|
6. |
Commitment to Purchase. Dialysis Center agrees to purchase EPOGEN® for all of its dialysis use requirements for recombinant human erythropoietin, and Amgen agrees to supply through Authorized Wholesalers all orders as placed by Dialysis Center.
Notwithstanding the foregoing, Amgen expressly acknowledges and agrees that Dialysis Center may participate in clinical trials involving the administration of other products for the management of anemia in dialysis patients. Dialysis Center may
purchase another brand of recombinant human erythropoietin for its dialysis use requirements only for the time, and only to the extent, that Amgen has notified Dialysis Center’s corporate headquarters in writing that Amgen cannot supply
EPOGEN® within and for the time period reasonably required by Dialysis Center. Any such notification shall be given
by Amgen at least 30 days prior to the date on which Amgen will cease supplying EPOGEN® to Dialysis Center, unless an
act or event described in Section 16 below, or an order of a regulatory agency or other action arising out of patient safety concerns, requires the giving of shorter notice. In the event that Amgen fails to supply Dialysis Center with
EPOGEN® as ordered, Dialysis Center shall be entitled, at a minimum, to have the same proportion of its purchase
orders fulfilled at all times as other purchasers of EPOGEN® and, upon request, Amgen shall provide written
assurances of same to Dialysis Center. |
7. |
Confidentiality. Amgen and Amgen Inc. (for purposes of this section 7, Amgen and Amgen Inc. shall be referred to as one single party) and
Dialysis Center 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 or pursuant to subpoena or court or administrative order, and then only upon prior written notification to the other party giving such party an adequate opportunity to take whatever steps it
deems necessary to prevent, limit the scope of or contest the disclosure. [DELETE]. |
8. |
Discounts. Dialysis Center shall qualify for discounts and incentives subject to material compliance with the terms and conditions of this
Agreement as well as the schedules and terms set forth in Appendix A, which is incorporated by reference hereto and made a part of this Agreement. Discounts in arrears will be paid [DELETE] to Dialysis Center’s corporate headquarters, and Amgen
Inc. hereby guarantees Amgen’s obligations to pay all discounts earned by Dialysis Center hereunder. Discounts in arrears will be calculated in accordance with Amgen’s discount calculation policies based on Qualified Purchases using
[DELETE] as the calculation price, except as otherwise provided hereunder or as set forth in Appendix A. Payment amounts, as calculated by Amgen, must equal or exceed $100.00 for the applicable period to qualify, and are subject to audit and final
determination [DELETE], as provided in Appendix A hereto. Subject to the section entitled “Termination”, in the event that Amgen is notified in writing that Dialysis Center, and/or any Affiliate(s) (the “Acquired Party”) is
acquired by another entity or a change of control otherwise occurs with respect to any Acquired Party, any discounts which may have been earned hereunder for all periods preceding such acquisition or change of control shall be paid in the form of a
wire transfer to Dialysis Center’s corporate headquarters, subject to the conditions and requirements described herein. [DELETE]. Amgen and Dialysis Center agree that, for purposes of determining eligibility for and calculation of all discounts
and all incentives provided in this Agreement (including, without limitation, all discounts and incentives as are set forth in Appendix A), a Qualified Purchase of EPOGEN® shall be deemed made on the date of invoice to Dialysis Center from an Authorized Wholesaler. Upon any termination of this Agreement, Amgen shall pay to Dialysis Center all discounts and
incentives earned by Dialysis Center through the date of termination. Failure of Dialysis Center to qualify for or receive any particular discount or incentive hereunder shall not automatically affect its qualification for or receipt of any other
discount or incentive provided under this Agreement. |
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9. |
Treatment of Discounts. [DELETE] Dialysis Center 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). Dialysis Center also agrees that, if required by such statutes or regulations, it will (i) claim the benefit of such discount received, in whatever form, in the fiscal
year in which such discount was earned or the year after, (ii) 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 (iii)
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 to Dialysis Center by Amgen concerning the amount or value of such
discount. Dialysis Center’s corporate headquarters agrees that it will advise all Affiliates, in writing, of any discount received by Dialysis Center’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. |
[DELETE].
10. |
Data Collection. Dialysis Center agrees that it will at all times comply with all federal, state, or local laws or regulations relating to
patient privacy of medical records, and that all data to be provided to Amgen pursuant to this Agreement, shall be in a form that does not disclose the identity or name of any patient or other patient-identifying information such as address,
telephone number, or social security number. Dialysis Center acknowledges that 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 EPOGEN® in improving treatment outcomes and quality of life of
dialysis patients. Dialysis Center shall consistently use a unique alpha-numeric code (which shall not be the same as 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, Dialysis
Center may agree from time to time, on terms to be negotiated separately by the parties, 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 and Amgen Inc. agree that they will maintain data supplied under this Agreement in confidence and that they
will not use such data to identify or contact any patient, and that they will at all times comply with all federal, state, or local laws or regulations relating to patient records. [DELETE]. No reports by Amgen or Amgen Inc. concerning analyses of
the data or the results of such research shall disclose the identity of any patient. Nothing in this Agreement shall limit Dialysis Center’s use of its own patient case data, including, without limitation, any and all data to be supplied to
Amgen hereunder. |
11. |
Termination. In addition to any other legal or equitable remedies which may be available to either party upon breach by the other party,
such party may terminate this Agreement for a material breach upon 30 days advance written notice specifying the breach, provided that such breach remains uncured at the end of the 30 day period, [DELETE]. In addition, in the event that
Dialysis Center materially breaches any provision of this Agreement, and such breach remains uncured for 30 days following notice by Amgen specifying the breach, [DELETE], Amgen shall have no obligation to continue to offer the terms described
herein or pay any further discounts or incentives to Dialysis Center, except those discounts and/or incentives earned by Dialysis Center up to the time of a breach which results in termination. |
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12. |
Governing Law. This Agreement shall be governed by the laws of the State of California and, [DELETE], the parties submit to the
jurisdiction of the California courts, both state and federal. |
13. |
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 Dialysis Center specifically warrants and represents to Amgen that it is authorized to execute this Agreement on behalf of and has the power to bind Dialysis Center
and the Affiliates to the terms set forth in this Agreement. The parties executing this Agreement on behalf of Amgen and Amgen Inc. specifically warrant and represent to Dialysis Center that they are authorized to execute this Agreement on behalf of
and have the power to bind Amgen and Amgen Inc. to the terms set forth in this Agreement. [DELETE]. |
14. |
Notices. Any notice or other communication required or permitted hereunder (excluding purchase orders) shall be in writing and shall be
deemed given or made three days after deposit in the United States mails, with proper postage for first-class registered or certified mail prepaid, return receipt requested, or when delivered personally or by facsimile, or one day following
traceable delivery to a nationally recognized overnight delivery service with instructions for overnight delivery, in each case addressed to the parties as follows (or at such other addresses as the parties may notify each other of in writing):
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If to Dialysis Center: Total Renal Care, Inc. |
00000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000 |
Xxxxxxxx, XX 00000-0000 |
Attn: Chief Financial Officer |
Fax No.: [DELETE] |
with a copy to: Total Renal Care, Inc. |
00000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000 |
Xxxxxxxx, XX 00000-0000 |
Attn: General Counsel |
Fax No.: [DELETE] |
If to Amgen: Amgen USA Inc. |
One Amgen Center Drive, M/S 37-2-A |
Xxxxxxxx Xxxx, XX 00000-0000 |
Attn: [DELETE] |
Fax No.: [DELETE] |
with a copy to: Amgen Inc. |
One Amgen Center Drive, M/S 27-4-A |
Xxxxxxxx Xxxx, XX 00000-0000 |
Attn: [DELETE] |
Fax No.: [DELETE] |
If to Amgen Inc.: Amgen Inc. |
One Amgen Center Drive, M/S 27-4-A |
Xxxxxxxx Xxxx, XX 00000-0000 |
Attn: [DELETE] |
Fax No.: [DELETE] |
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15. |
Compliance with Health Care Pricing and Patient Privacy Legislation and Statutes. a) Notwithstanding anything contained herein to the
contrary, in order to assure compliance, as determined by either party, in its sole discretion, with any existing federal, state or local statute, regulation or ordinance, or 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 EPOGEN®, either party may, in its sole discretion, upon 30 days notice, [DELETE] or exclude any Affiliates from participating in this Agreement unless such Affiliate(s) certifies in writing that they are, or will be, exempt from
the provisions thereunder. If such affected Affiliate(s) does not so certify and is therefore excluded from participating in this Agreement, Dialysis Center and Amgen shall meet and in good faith [DELETE]. |
b) Notwithstanding anything contained herein to the contrary, in order to assure compliance, as determined by either party in its sole 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, in its discretion, upon 30
days’ notice, seek to modify this Agreement. Dialysis Center 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, [DELETE]. 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.
16. |
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, 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. |
17. |
Miscellaneous. No modification of this Agreement will be effective unless 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, which consent may not be unreasonably withheld, conditioned, or delayed.
Notwithstanding the foregoing, Amgen may assign this Agreement to any of its subsidiaries or affiliates. 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. Whenever a party is permitted by this Agreement to act in its discretion, that party shall be required to exercise its discretion in good faith and in a reasonable manner. To the extent that any provisions of
Amgen’s or Amgen Inc.’s general or customary policies and procedures or any terms of any purchase order conflict with or are in addition to the terms of this Agreement or any Appendix attached hereto, the terms of this Agreement and
Appendices shall govern. Upon expiration or early termination of this Agreement, the rights and obligations set forth in sections 7, 8, 10, 13, 19, and 20 shall survive. |
18. |
Entire Agreement. This Agreement, together with all of the Appendices attached hereto, constitutes the entire understanding between the
parties and supersedes all prior written or oral proposals, agreements, or commitments pertaining to the subject matter herein. |
19. |
[DELETE]. |
20. |
[DELETE]. |
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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 USA Inc. |
Total Renal Care, Inc. | |
| Signature:
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Signature:
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| Print
Name: |
Print Name:
| |
| Print
Title: |
Print
Title: | |
| Date:
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Date:
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Amgen Inc. hereby agrees to be bound by certain provisions of this Agreement
as set forth herein.
| Amgen Inc. |
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| Signature:
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| Print
Name:
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| Print
Title: |
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| Date:
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Appendix A: Discount Pricing, Schedule, and Terms
1. |
Pricing. Throughout the Term of this Agreement (January 1, 2002—December 31, 2002), Dialysis Center may purchase EPOGEN® through Authorized Wholesalers at [DELETE]. Amgen reserves the right to change the [DELETE] at any time, which change [DELETE]
Dialysis Center during the Term of this Agreement. Resulting prices do not include any wholesaler markup, service fees, or other charges. All discounts earned in arrears during the Term of the Agreement shall be calculated based upon the
[DELETE]. |
2. |
[DELETE]. Dialysis Centermay qualify for a [DELETE] provided it meets the criteria described below in this section. The [DELETE] is
designed to improve patient outcomes by encouraging [DELETE]. |
a. |
Requirements: In order to qualify for the [DELETE], Dialysis Center’s aggregate Qualified Purchases of EPOGEN® by all Affiliates as listed on Appendix B on the Commencement Date of this Agreement [DELETE] must equal or exceed [DELETE]. For
purposes of calculating the [DELETE], Qualified Purchases of EPOGEN® made by acquired Affiliates shall be derived
using Amgen’s [DELETE]. In addition, [DELETE]. If either of these criteria is not met during [DELETE], Dialysis Center will not qualify for the [DELETE]. |
In order to participate in the [DELETE], Dialysis Center must also provide the following data items to Amgen or to a data collection vendor specified [DELETE], and no later than
[DELETE]. In those cases in which Amgen directs Dialysis Center to submit [DELETE], Dialysis Center shall be deemed [DELETE] so long as it does so [DELETE], regardless of the [DELETE] to Amgen:
i) |
[DELETE]. Amgen may utilize the Data for any legal purpose, and reserves the right to audit all Data, provided that any audit shall not permit access to
information disclosing the identity of any patient. 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
Affiliate and of the account submitting the Data and any association with the Data will remain confidential. The [DELETE] test results must be derived from [DELETE] taken immediately before dialysis treatment using any [DELETE], and must be reported
to the [DELETE] and must be submitted [DELETE] in a format acceptable to Amgen. Hand written reports are not acceptable; electronic submission of the Data is preferred. |
ii) |
upon execution of this Agreement, Dialysis Center shall simultaneously provide to Amgen an executed “Certification Letter”, a copy of which is attached hereto as
Exhibit #1. Amgen hereby acknowledges that it has received such required Certification Letter, in form and substance satisfactory to Amgen. Delivery of such Certification Letter shall serve to qualify Dialysis Center’s participation in the
[DELETE] throughout the Term of this Agreement for the limited purpose of certification of the accuracy of the data submitted to Amgen hereunder. |
b. |
Calculation: Assuming Dialysis Center has fulfilled all requirements as described in Section 2(a) above, the [DELETE] for Dialysis Center
will be calculated as follows: |
The [DELETE] for each dialysis patient will be based upon the average of all
[DELETE] gathered for each patient [DELETE]. The [DELETE] of all dialysis patients with [DELETE], will be determined by dividing the total number of dialysis patients with [DELETE] by the total number of dialysis patients treated by Dialysis
Center during that [DELETE].
c. |
Payment: The [DELETE] will be calculated [DELETE] and paid to Dialysis Center’s corporate headquarters, within [DELETE] after receipt
by Amgen of all required data. [DELETE]. |
[DELETE]
[DELETE]. At any time during the Term of this Agreement, if Amgen determines that any Affiliate(s) is consistently not submitting the required Data, Amgen reserves the right in its sole
discretion to exclude such Affiliate’s Qualified Purchases of EPOGEN® from the calculation of the
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[DELETE].[DELETE] payments will be made based upon the Data received from [DELETE], and will equal [DELETE] Qualified Purchases of EPOGEN® [DELETE] (exclusive of any Qualified Purchases of EPOGEN® made by Dialysis Center or any Affiliate not meeting the Data submission requirements described above) as governed by the [DELETE] schedule listed below. If Amgen determines that any
Affiliate is consistently not submitting the required Data, Amgen and Dialysis Center will work collaboratively in resolving such matters. [DELETE]. If the EPOGEN® package insert language or the K/DOQI guidelines change, [DELETE]. Reconciliation payments will be made by Amgen or Dialysis Center, as the case may be, within [DELETE] (as defined above).
| [DELETE] of all dialysis patients |
[DELETE] | |
| with [DELETE] |
[DELETE] Percentage | |
| Please direct your attention to the EPOGEN® package insert |
[DELETE]
d. |
Vesting: Dialysis Center’s [DELETE] will vest [DELETE], subject to the reconciliation referenced above, and will be paid in accordance with the terms and
conditions described above. |
e. |
[DELETE] Data Submission: In the event any Affiliates still submitting Data based on [DELETE] test results are added to this Agreement,
such Affiliate’s Qualified Purchases of EPOGEN®, from the day it was added through [DELETE] in which it was
added [DELETE], shall be included in the calculation of the [DELETE] payment. [DELETE]. In order for such added Affiliates’ Qualified Purchases of EPOGEN® to be included in all subsequent [DELETE] payment calculations, such Affiliate must submit [DELETE]. |
3. |
[DELETE]. Dialysis Center shall be eligible to receive a [DELETE] if certain data elements are transmitted to Amgen [DELETE]. The [DELETE] will
be calculated as a percentage of the Qualified Purchases of EPOGEN® attributable to Dialysis Center [DELETE]. In
order to qualify for the [DELETE], the following [DELETE] must be submitted to Amgen by all Affiliates [DELETE] acceptable to Amgen [DELETE]. Such [DELETE] must be submitted, [DELETE], and no later than [DELETE]. [DELETE]. Amgen reserves the right
in its sole discretion to exclude any consistently non-reporting Affiliate’s Qualified Purchases of EPOGEN® from
the calculation of the [DELETE]. Amgen will remit any earned [DELETE] payments within [DELETE]. The [DELETE] will vest [DELETE]. |
[DELETE].
4. |
Volume Performance Incentive. Dialysis Center may qualify for the [DELETE] as described below. |
a. |
Calculation: Dialysis Center’s [DELETE] will be calculated in accordance with the following formula. |
[DELETE[
[DELETE].
For purposes of calculating the [DELETE], Qualified Purchases of EPOGEN® [DELETE] shall be derived [DELETE].
[DELETE]
b. |
Vesting: Dialysis Center’s [DELETE] will vest [DELETE] and will be paid in accordance with Section 8 of this Agreement. [DELETE].
|
[DELETE]. |
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Appendix B: List of Dialysis Center Affiliates
[DELETE] |
Appendix C: List of 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.
[DELETE]
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Exhibit #1
Certification Letter
November 16, 2001
Total Renal Care, Inc.
00000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xxx Xxxxx
RE: EPOGEN® (Epoetin alfa) Agreement No. 20010259
Dear Xx. Xxxxx:
Thank you for your participation in the [DELETE]. 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 [DELETE]. Thank you for your assistance in returning this certification.
Sincerely,
[DELETE]
[DELETE] Incentive Analyst
CERTIFICATION:
On behalf of Total Renal Care, Inc. and all eligible
Affiliates participating in the [DELETE] under Agreement No. 20010259, the undersigned hereby certifies that the [DELETE] data and any other data required to be submitted (herein referred to as “Data”), for each eligible Affiliate during
the term of this Agreement shall include the required Data from all dialysis patients from each such Affiliate, [DELETE], and shall not include Data from non-patients. The party executing this document also represents and warrants that it (i) has no
reason to believe that the submitted Data will be incorrect, and (ii) is authorized to make this certification on behalf of all eligible Affiliates submitting Data.
Total Renal Care, Inc.
| Signature:
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| Print
Name:
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| Print
Title:
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| Date:
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