SIXTH AMENDMENT TO PRIME VENDOR AGREEMENT
PRIME VENDOR AGREEMENT
This Sixth Amendment (“Sixth Amendment”) is made and entered into as of October 24, 2017 (“Sixth Amendment Effective Date”), by AmerisourceBergen Drug Corporation, a Delaware corporation (“ABDC”) on the one hand, and Diplomat Pharmacy, Inc., a Michigan corporation (“Diplomat”) for itself and on behalf of the following limited liability companies of which Diplomat is the sole member: Diplomat Specialty Pharmacy of Flint, LLC, Navigator Health Services, LLC, Diplomat Health Services, LLC, Diplomat Specialty Pharmacy of Chicago, LLC, Diplomat Specialty Pharmacy of Ft. Lauderdale, LLC, Diplomat Specialty Pharmacy Great Lakes Distribution Center, LLC, Diplomat Specialty Pharmacy of Southern California, LLC, Navigator Pharmacy Service, LLC, Diplomat Specialty Pharmacy of Philadelphia, LLC, Diplomat Specialty Pharmacy of Boothwyn, LLC, BioRx, LLC, Valley Campus Pharmacy, Inc. d/b/a TNH Specialty Pharmacy, Affinity Biotech, Inc., At-Home IV Infusion Professional Inc., XAS Infusion Suites Inc., American Homecare Federation Inc. and MedPro Rx, Inc, (Diplomat and such limited liability companies being referred to herein collectively as “Customer”) on the other hand. This Sixth Amendment amends the parties Prime Vendor Agreement (“PVA”) dated January 1, 2012, as previously amended on July 20, 2012, August 1, 2015 and October 1, 2016. Capitalized terms that are not defined in this Sixth Amendment have the meanings ascribed pursuant to the PVA.
The parties wish to amend the PVA as follows:
1. Focus Rx Pharmacy Services Inc. The parties recognize that on or about September 1, 2017, Customer acquired Focus Rx Pharmacy Services Inc. (“Focus Rx Pharmacy”) and Focus Rx Inc. (“Focus” and, together with Focus Rx Pharmacy, the “Focus Entities” and each, a “Focus Entity”) and the Focus Entities desire to receive pharmaceutical Products and Services from ABDC under the terms and conditions of this PVA. Each Focus Entity agrees that the term “Customer” in the PVA shall refer to such Focus Entity. Each Focus Entity agrees that by executing this Sixth Amendment, it hereby (i) adopts the PVA and agrees to assume and be bound by all the terms, conditions, covenants, responsibilities and provisions thereof; (ii) and all related instruments, agreements and documents; and (iii) execute and/or deliver such instruments, agreements and documents as ABDC may reasonably require to effectuate the intents and objects of this provision.
This Sixth Amendment is the complete understanding of the parties with respect to its subject matter and supersedes all prior or contemporaneous communications between the parties concerning such subject matter. If there is any conflict between the terms of this Sixth Amendment and the PVA, this Sixth Amendment shall control, provided that this Sixth Amendment references the provision in the PVA that it is intended to modify. Following the Sixth Amendment Effective Date, the PVA (as amended) remains in full force and effect. This Sixth Amendment shall be governed and construed according to the choice of governing law pursuant to the PVA.
IN WITNESS WHEREOF and intending to be legally bound hereby, the duly authorized representatives of the parties have executed this Sixth Amendment to be effective as of the Sixth Amendment Effective Date.
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AmerisourceBergen Drug Corporation |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: |
Xxxxx Xxxxxxx |
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Title: |
V.P. Strategic Accounts |
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Diplomat Pharmacy, Inc., for itself and on behalf of the following other entities of which Diplomat Pharmacy, Inc. is the sole member:
Diplomat Specialty Pharmacy of Flint, LLC
Navigator Health Services, LLC
Diplomat Health Services, LLC
Diplomat Specialty Pharmacy of Chicago, LLC
Diplomat Specialty Pharmacy of Ft. Lauderdale, LLC
Diplomat Specialty Pharmacy Great Lakes Distribution Center, LLC
Diplomat Specialty Pharmacy of Southern California, LLC
Navigator Pharmacy Service, LLC
Diplomat Specialty Pharmacy of Philadelphia, LLC
Diplomat Specialty Pharmacy of Boothwyn, LLC
BioRx, LLC
Diplomat Specialty Pharmacy of Los Angeles County, Inc.
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxxx |
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Title: |
Chief Executive Officer |
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Affinity Biotech, Inc. |
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxxx |
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Title: |
Treasurer & Secretary |
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Notice Address: 11303 Chimney Rock Road, Suites 105 and 108 |
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Xxxxxxx, Xxxxx 00000 |
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At-Home IV Infusion Professional Inc. (d/b/a Diplomat Specialty Infusion Group) | ||
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxxx |
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Title: |
Treasurer & Secretary |
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Notice Address: 0000 Xxxxxxx Xxxxx Xxxx, Xxxxx X |
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Xxxxxxxx, XX 00000-0000 |
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XAS Infusion Suites Inc. (d/b/a Diplomat Specialty Infusion Group) | ||
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxxx |
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Title: |
Treasurer & Secretary |
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Notice Address: 0000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 000 |
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Xxxxxxxxxx, XX 00000-0000 |
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Comfort Infusion, Inc. |
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxxx |
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Title: |
Treasurer & Secretary |
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Notice Address: 0000 Xxxxxxxx Xxxxxx Xxxxx, Xxx. 000 |
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Xxxxxxxxxx, XX 00000 |
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Accurate Rx Pharmacy Consulting, LLC |
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxxx |
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Title: |
Treasurer & Secretary |
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Notice Address: 000 Xxxxxxxxx Xxxx Xx., Xxxxx X |
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Xxxxxxxx, XX 00000 |
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American Homecare Federation Inc. (d/b/a Diplomat Specialty Infusion Group) | ||
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxxx |
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Title: |
Vice President & Secretary |
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Notice Address: 00 Xxxxx Xxxx |
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Xxxxxxx, XX 00000-0000 |
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MedPro Rx, Inc (d/b/a Diplomat Specialty Infusion Group) |
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxxx |
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Title: |
Vice President |
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Notice Address: 000 Xxxxxxxx Xxxxx |
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Xxxxxxx, XX 00000-0000 |
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AGREED AND ACKNOWLEDGED: |
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Focus Rx Pharmacy Services Inc. |
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Focus Rx Inc. |
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxxx |
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Title: |
Treasurer & Secretary |
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Notice Address: |
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0000 Xxxxxxxx Xxx, Xxxxx 00, |
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Xxxxxxxxxx, XX 00000 |
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