EXHIBIT 10.33
AMENDMENT TO
MASTER PHARMACY CONSULTING AGREEMENT
AGREEMENT made and entered into as of the 19th day of September 1997 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 "Agreement"); and
WHEREAS, Vitalink and MCHS desire to amend the 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 1 of the Agreement is replaced in its entirety by the
following new Section 1:
1. TERM. The term of this Agreement shall be from June 1, 1991 to
September 30, 2002. At each October 1 during the remaining period of
this Agreement, the term shall automatically renew for an additional
one (1) year period unless either party notifies the other party of
its intent not to renew no later than ninety (90) days prior to each
such October 1.
2. Section 5 of the Agreement shall be amended by adding the additional
following language:
Effective June 1, 2001, for each Facility Consultant Pharmacy
Services Agreement MCHS shall compensate Vitalink based upon
prevailing market rates for each Facility. "Market rate" shall be
defined as those within the fiftieth percentile (50%) of charges paid
by similar licensed non-MCHS facilities that receive similar services
from Vitalink. MCHS shall be allowed to audit Vitalink's books and
records to verify market rates.
3. Each Facility Consultant Pharmacy Services Agreement for the
Facilities shall be deemed to have been amended consistently with the
terms, conditions and obligations contained herein.
4. Except as specifically provided herein, the Agreement remains in full
force and effect.
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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. XxXxxxx
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Secretary
Title: President
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MANORCARE HEALTH SERVICES, INC.
ATTEST: /s/ K. Xxxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxx
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Assistant Secretary
Title: Senior VP
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