EXHIBIT 10.42
AMENDMENT TO
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MASTER PHARMACY CONSULTING AGREEMENT
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AGREEMENT made and entered into as of the 26th day of April, 1998 by and
between Vitalink Pharmacy Services, Inc. ("Vitalink") and ManorCare Health
Services, Inc. ("MCHS").
WHEREAS, Vitalink and MCHS have previously entered into that certain Master
Pharmacy Consulting Agreement dated June 1, 1991 (the "Master Agreement"); and
WHEREAS, Vitalink and MCHS desire to amend the Master Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein, and other
good and sufficient consideration, receipt of which is acknowledged, the parties
agree as follows:
1. Section 9.B. of the Consultant Pharmacy Services Agreement which is
attached as Exhibit A to the Master Agreement is replaced in its entirety by the
following new Section 9.B.:
B. Unless specifically provided otherwise in this Agreement, the
parties shall not assign or subcontract to any other entity or
person this Agreement or any of the duties or obligations under
this Agreement without the written, prior consent of the other
party, which such consent shall not be unreasonably withheld. For
the purposes of this Section 9.B., Facility shall not be required
to consent to more that one (1) assignment of this Agreement, and
may reasonably withhold its consent to the assignment of this
Agreement if the proposed assignee is not able to demonstrate to
Facility's reasonable satisfaction that the proposed assignee:
. is a financially responsible and reputable regional or
national provider of consultant pharmacy services;
. provides service and/or quality levels at least comparable to
those currently provided to Facility;
. is in material compliance with applicable state and federal
laws, rules and regulations; and
. currently possesses, or will possess at the time services are
to be provided, systems, protocols, policies and procedures
which are compatible with and in compliance with those
utilized by Facility and MCHS.
2. Each Consultant Pharmacy Services Agreement for the Facilities shall be
deemed to
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have been amended consistently with the terms, conditions and obligations
contained herein.
3. Except as specifically provided herein, the Master Agreement remains in
full force and effect.
IN WITNESS WHEREOF, the parties enter into this Agreement on the date first
above written.
VITALINK PHARMACY SERVICES, INC.
ATTEST: /s/ Xxxxxx X. Xxxxxx, III By: /s/ Xxxxx X. Xxxxxxxx
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Secretary
Title: Senior Vice President
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MANORCARE HEALTH SERVICES, INC.
ATTEST: /s/ Xxx X. Xxxxxxxx, Xx. By: /s/ Xxxxx X. Xxxxx
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Assistant Secretary Title: Senior Vice President
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