FOURTH AMENDMENT TO PRIME VENDOR AGREEMENT

EX-10.2 3 exhibit.htm FOURTH AMENDMENT, DATED AS OF MAY 1, 2011 TO THE PRIME VENDOR AGREEMENT exhibit.htm
EXHIBIT 10.2
 
Note: Certain material has been omitted from this Fourth Amendment to Prime Vendor Agreement in accordance with a request for confidential treatment submitted to the Securities and Exchange Commission. [*****] indicates omitted material. The omitted material has been filed separately with the Securities and Exchange Commission.

 
FOURTH AMENDMENT TO
 
PRIME VENDOR AGREEMENT
 
FOURTH AMENDMENT, dated as of May 1, 2011 (“Fourth Amendment”) to the PRIME VENDOR AGREEMENT made as of July 1, 2009, as amended as of March 2010, June 1, 2010 and August 1, 2010 (the “Existing PVA”), between AmerisourceBergen Drug Corporation (“ABDC”), on the one hand, and Bioscrip, Inc., BioScrip Infusion Services, Inc., Chonimed LLC, Bioscrip Pharmacy Inc., Bradhurst Specialty Pharmacy, Inc., Bioscrip Pharmacy (NY), Inc., Bioscrip PBM Services, LLC, Natural Living Inc., Bioscrip Infusion Services, LLC, Bioscrip Nursing Services, LLC, Bioscrip Infusion Management, LLC, Bioscrip Pharmacy Services, Inc., Critical Homecare Solutions, Inc., Specialty Pharma, Inc, New England Home Therapies, Inc., Deaconess Enterprises, LLC, Infusion Solutions, Inc, Professional Home Care Services, Inc., Wilcox Medical, Inc., Deaconess Homecare, LLC, South Mississippi Home Health, Inc., Regional Ambulatory Diagnostics, Inc., Elk Valley Professional Affiliates, Inc., Infusion Partners, LLC, Knoxville Home Therapies, LLC, South Mississippi Home Health, Inc.- Region I, South Mississippi Home Health, Inc, — Region II, South Mississippi Home Health, Inc. — Region III, Applied Health Care, LLC, East Goshen Pharmacy, Inc., Infusion Partners of Brunswick, LLC, Scott Wilson, Inc., Infusion Partners of Melbourne, LLC, Elk Valley Home Health Care Agency, Inc., Gericare, Inc., Cedar Creek Home Health Care Agency, Inc., Elk Valley Health Services, Inc., National Health Infusion, Inc., and Option Health, Ltd (severally and collectively sometimes hereinafter referred to and obligated as “Customer”), on the other hand.
 
Terms not otherwise defined herein shall have the meanings ascribed to such terms in the Existing PVA.
 
1.           The Price of Goods in Paragraph 1(A) to Exhibit 1 is deleted in its entirety and substituted therefor shall be the following new Paragraph 1(A) to Exhibit 1:
 
A, Customer will pay the following Price of Goods based upon the definition of “Cost” below, subject to the following adjustments for Customer’s Total Combined Monthly Net Purchases and its average monthly purchases of PRxO Generic Purchases as a percentage of Customer’s total Rx Purchases (“PRxO Generics Compliance”) under this Agreement, for Products other than Products and Services designated as ABDC Special Price Products.  ABDC will add to the billed amount any applicable sales, use, business and occupation, gross receipts or other taxes that ABDC is required to collect and pay.  Customer will promptly return to ABDC non-disposable equipment and material (e.g., totes, padding, pallets, packs/coolers/insulation, monitors/loggers, etc.) or pay replacement cost of items not made available for pickup at the later to occur of (i) the next scheduled delivery; or (ii) five business days thereafter.  Tiers will be adjusted
 

 
 
 
 
 

once per quarter, with any change effective on the 15th day of the quarter and based on Net Purchases for the prior calendar quarter.
 
 

 
Semi-Monthly Pay (EFT) – [*****]
Monthly Net Purchases
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2.  
Paragraph 4A to Exhibit 1 is deleted in its entirety and substituted therefor shall be the following new Paragraph 4A to Exhibit 1, which will go into effect immediately upon execution of this Fourth Amendment:
 
Payment.  Customer agrees to [*****] payment terms for Product purchases.  Payments for invoices dated between the [*****] and the [*****] of a month are due on or before the [*****] of the same month (last business day of [*****]) and invoices dated from the [*****] to the end of a month are due and due on or before the [*****] of the following month.
 
[*****].  The following [*****] is added to the Agreement as Paragraph 3E to Exhibit 1 [*****]
 


 
 
 
 
 

Except as provided herein, all provisions, terms and conditions of the Existing PVA shall remain in full force and effect.  The parties have had a duly authorized officer execute this Fourth Amendment to the Existing PVA as of the date first listed above.
 
BIOSCRIP INC.
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
BIOSCRIP INFUSION SERVICES, INC.
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
CHRONIMED, LLC
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
BIOSCRIP PHARMACY, INC.
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
BRADHURST SPECIALTY
PHARMACY, INC.
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
BIOSCRIP PHARMACY (NY), INC.
 
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
BIOSCRIP PBM SERVICES, LLC
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
NATURAL LIVING, INC.
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
BIOSCRIP INFUSION SERVICES, LLC
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
BIOSCRIP NURSING SERVICES, LLC
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
BIOSCRIP INFUSION MANAGEMENT, LLC
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
SPECIALTY PHARMA, INC
 
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel

 
 
 
 
 


CRITICAL HOMECARE SOLUTIONS, INC.
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
DEACONESS ENTERPRISES, LLC
 
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
NEW ENGLAND HOME THERAPIES, INC.
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
INFUSION SOLUTIONS, INC.
 
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
PROFESSIONAL HOME CARE SERVICES, INC.
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
WILCOX MEDICAL, INC.
 
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
DEACONESS HOMECARE, LLC
 
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
REGIONAL AMBULATORY DIAGNOSTICS, INC.
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
SOUTH MISSISSIPPI HOME HEALTH, INC.
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
ELK VALLEY PROFESSIONAL AFFILIATES, INC.
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
INFUSION PARTNERS, LLC
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
KNOXVILLE HOME THERAPIES, LLC
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel

 
 
 
 
 


SOUTH MISSISSIPPI HOME HEALTH, INC. - REGION I
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
SOUTH MISSISSIPPI HOME HEALTH, INC. – REGION II
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
SOUTH MISSISSIPPI HOME HEALTH, INC. – REGION III
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
APPLIED HEALTH CARE, LLC
 
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
EAST GOSHEN PHARMACY, INC.
 
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
INFUSION PARTNERS OF BRUNSWICK, LLC
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
SCOTT WILSON, INC.
 
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
INFUSION PARTNERS OF MELBOURNE, LLC
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
ELK VALLEY HOME HEALTH CARE AGENCY, INC.
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
GERICARE, INC.
 
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
CEDAR CREEK HOME HEALTH CARE AGENCY, INC.
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
ELK VALLEY HEALTH SERVICES, INC.
 
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel

 
 
 
 
 


NATIONAL HEALTH INFUSION, INC.
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
OPTION HEALTH, LTD.
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
BIOSCRIP PHARMACY SERVICES, INC.
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
CHS HOLDINGS, INC.
 
By:      /s/Barry A. Posner___________
Name: Barry A. Posner
Title: Executive Vice President and General Counsel
 
AMERISOURCEBERGEN DRUG
CORPORATION
 
By:      /s/ James F. Riley III ___________
Name:  James F. Riley III
Title: VP, Strategic Accounts