I.V. Systems Division Purchase Agreement between Baxter Healthcare Corporation and Coram, Inc. (2000-2003)
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This agreement is between Baxter Healthcare Corporation and Coram, Inc., effective from October 2000 to September 2003. Baxter agrees to supply Coram's homecare facilities with specified medical products at set prices, with periodic price adjustments based on purchase volumes and inflation. Coram commits to buying minimum quantities of these products exclusively from Baxter. The contract includes incentives for meeting purchase targets and allows for equipment use at Coram's facilities. Both parties have specific obligations regarding pricing, purchase volumes, and reporting, with provisions for adding facilities and adjusting commitments if circumstances change.
EX-10.70 5 d95594ex10-70.txt I.V SYSTEM DIVISION PURCHASE AGREEMENT 10/23/00 EXHIBIT 10.70 This document contains confidential information which is not being provided to the Public. [BAXTER HEALTHCARE CORPORATION LETTERHEAD] I.V. SYSTEMS DIVISION PURCHASE AGREEMENT FOR CORAM, INC. October 23, 2000 Coram, Inc. Baxter Healthcare Corporation 1125 17th Street, Suite 2100 William Graham Building I-3S Denver, Colorado 80202 Route 120 and Wilson Road Account#: 34251865 Round Lake, Illinois 60073 Attention:________________________ Attention: Ann Esser Hereinafter referred to as "Coram" Hereinafter referred to as "Baxter" INTRODUCTION Coram and Baxter are entering into this Contract in good faith, expecting to be bound by it for the term stated below. Baxter agrees to supply Coram's Homecare Facilities with the Baxter products listed in Schedule A and Schedule A-1 ("Products") and Baxter agrees to update Schedule A and Schedule A-1 periodically as new Products are made available. Coram agrees to buy these Products for its own use from Baxter subject to the following: 1. TERM OF PURCHASE AGREEMENT This Contract is for a term commencing fifteen (15) calendar days from the date on which Baxter signs this Contract ("Commencement Date") and ending on September 30, 2003. The "Anniversary Date" of this Contract shall be October 1. 2. SALE OF PRODUCTS TO FACILITIES Baxter shall make the products listed on the attached Schedule A and Schedule A-1 (the "Products") available to facilities owned by Coram or its affiliates ("Owned Facilities") as indicated on the attached Exhibit B. Additional Owned Facilities may be added to Exhibit B by mutual agreement of Baxter and Coram. Baxter is under no obligation to add Owned Facilities to Exhibit B. 3. PRICING The prices which the Owned Facilities shall pay to Baxter for Products are those specified on the Net Price List attached as Schedule A and Schedule A-1 ("Base Prices"). Prices on Schedule A and Schedule A-1 shall become effective on the Commencement Date and shall expire September 30, 2001. On each subsequent Anniversary Date, prices shall be increased by a percent equal to the "CPI-U", but each increase shall not exceed 3%, except as otherwise provided in this Paragraph. If Coram does not purchase from Baxter (a) 90% of its Multivitamin Requirements; (b) 90% of its Needleless Requirements; (c) at least in Clintec Nutrition products (excluding Multivitamins); (d) 90% of Coram's IV Infusion Pumps and IV Disposable sets, then the price increase for the following twelve months shall be CPI-U + 3% for the product category not met. If Coram should exceed its requirements as stated above by 10%, then the current prices shall remain firm for the following twelve months in those areas exceeded. The CPI-U percent used shall be the unadjusted percentage change for the previous twelve-month period (ending four months prior to the Anniversary Date) published in the Consumer Price Index for all Urban Consumers, by the U.S. Department of Labor, Bureau of Labor Statistics. 4. REQUIREMENTS Coram, on its behalf and on behalf of all its present and additional Owned Facilities listed and to be listed on Exhibit B, commits to purchase from Baxter during each Year of this Contract, the types of products listed on Schedule A and Schedule A-1 with aggregate purchases in the following amounts (the "Minimum Commitment Volume"): (a) at least purchases of frozen products (b) 90% of Multivitamin Requirements (c) 90% of Needleless Requirements (d) at least in Clintec Nutrition products (e) 90% of Coram's flush syringe requirements and (f) 90% of Coram's IV Infusion Pumps and IV Disposable sets. On each Anniversary Date Coram shall provide to Baxter a written summary of all purchases of products similar to the types of Products described in the Schedules purchased from other vendors during the year just ended in order for Baxter to determine compliance with the Minimum Committed Volume. Baxter shall keep such information confidential and shall use the information solely for the purpose of evaluating compliance under this Contract. For purposes of this Contract, "purchases" shall mean the net invoice price for each Product ordered and invoiced less any returns or credits. Should a shortfall in purchases occur due to a reduction in the SMG Census of Coram's Homecare Facilities or a change in therapy and Coram demonstrates that competitive product was not purchased, Baxter shall reduce the unit volume commitment without penalty. If the shortfall is caused by Baxter's inability to deliver, Baxter shall reduce the required number of units. 5. PRICING Baxter is pleased to offer the following pricing tiers to Coram on pre-filled syringes and frozen Rocephin. Baxter shall review Coram's purchases of flush syringes and frozen drug products every October 1 and April 1 of each year. Based upon Coram's purchases during the six-month period, Coram's pricing shall be adjusted to the applicable tier for purchases during the next period to become effective on November 1 and May 1. Pre-Filled Syringes (6 month usage)
Initial pricing for pre-filled syringes shall be at the Tier 2 level. This pre-filled syringe pricing will be reviewed at the end of the first twelve months and if there is a significant decline in market pricing, Coram may exit the pre-filled syringe requirement of this Contract without any penalty, after allowing Baxter the option to meet competitive pricing within 60 days. In addition, as long as Coram commits to purchase 90% of its needleless requirements from Baxter, Baxter shall provide MVI-12 (2A9005) at. If Coram exits this portion of the Contract, the MVI-12 (2A9005) price shall be adjusted to plus any applicable price increases after the first twelve months of this Contract. FROZEN PRODUCTS DOLLARS (6 MONTH USAGE) ROCEPHIN PRICING MINIMUM DOLLARS PURCHASED
Initial pricing for Rocephin shall be at the Tier 6 level, based on Coram's frozen purchases totaling during the March 1, 2000 - August 31, 2000 time frame. If during the first year of this Contract Coram fails to purchase a minimum of in frozen products, Coram shall repay the conversion discount referenced in the July 27, 1998 amendment and shall be payable in full within 30 days of the Anniversary Date of this Contract. 8. INCENTIVE Baxter is pleased to offer an Annual Incentive to Coram. Baxter shall pay to Coram a 20% incentive on Schedule A-1 products should Coram meet the purchase commitment defined below for Schedule A-1 products. This incentive shall be paid by check within 90 days after the time period indicated.
This incentive shall be paid only in the event that Coram is in full compliance with its payment obligations under this Agreement. 7. QUARTERLY INCENTIVE Baxter is pleased to offer a Quarterly Incentive to Coram's Homecare Facilities. Baxter shall pay a 20% quarterly incentive on Schedule A-1 products. This incentive shall be made payable to each of Coram's Homecare Facilities and sent to Coram, Inc. at 1125 17th Street, Denver, CO 80202 to distribute to the facilities. The Incentive shall be sent to Coram, Inc. by credit memo within 90 days of the end each Contract quarter. The Contract quarters are identified as follows: April, May, June; July, August; September; October, November, December; and January, February, March. This incentive shall be paid only in the event that Coram is in full compliance with its payment obligations under this Agreement. 8. EQUIPMENT Baxter shall continue to provide to Coram's Homecare Facilities the use of the hardware, software or accessories selected on Schedule C ("Equipment") currently in place at Facilities for the Facilities' use during the term of this Contract. Coram's Homecare Facilities shall return the Equipment within 15 days of expiration or termination of this Contract. 9. PAYMENT TERMS Payment terms are 2%, 15 net 30 days from invoice date. A service charge of 1-1/2% per month (or the highest amount allowed by law, if lower) shall be added to all amounts past due. 10. TERMS AND CONDITIONS The terms and conditions listed in the General Ordering Information in the Baxter I.V. Systems Product Catalog in effect on the date of shipment apply to all purchases. Baxter may discontinue any Product at anytime without further liability to Owned Facilities. 11. DISCLOSURES Any products and services not paid for by Coram and received by Coram from Baxter under this Contract including the Incentives, are discounts. All discounts received by Coram from Baxter under this Contract are "discounts or other reductions in price" to Coram under Section 1128b(B)(3)(A) of the Social Security Act [42 U.S.C. 1320a-7(B)(3)(A)]. Coram shall disclose the discounts or other reductions in price under any state or federal Program, which provides cost or charge-based reimbursement to Coram for the products and services covered by this Contract. 12. WAIVER A waiver of any of the provisions of this Contract shall not constitute a waiver of any other provision nor shall it constitute a continuing waiver. 13. ENTIRE AGREEMENT If Baxter and Coram are parties to any other agreements covering the same Products covered by this Contract, then, with regard to such Products, this Contract shall supersede such other agreements, except where Coram has an agreement which provides for the purchase of disposable products covered by this Contract in connection with Coram's use of nondisposable equipment supplied by Baxter or an affiliate thereof ("Equipment Agreement"). This exception applies only while such Equipment Agreement is in effect and Coram is in full compliance with its terms. This Contract is not valid until signed by Baxter at its home office. No changes in this Contract, including any conflicting or additional terms contained in any purchase order or other document submitted by Coram, shall be valid unless approved in writing by Baxter at its home office. IN WITNESS WHEREOF, the undersigned duly authorized representatives of the parties have executed this Contract on the date below. CORAM, INC. BAXTER HEALTHCARE CORPORATION BY: /s/ FRANK GEIGER BY: /s/ JILL GROVES --------------------------------- --------------------------------- NAME: Frank Geiger NAME: Jill Groves ------------------------------- ------------------------------- TITLE: Senior Vice President TITLE: Sales Contract Administrator ------------------------------ ------------------------------ DATE: December 19, 2000 DATE: 1/18/01 ------------------------------- ------------------------------- EXHIBIT B BAXTER HEALTHCARE CORPORATION CONTRACT FACILITY LIST AND STATEMENT FACILITIES OWNED OR CONTROLLED BY PURCHASER STATEMENT Coram agrees that the Products purchased under the Contract between Coram and Baxter Healthcare Corporation are for the exclusive use of the above facilities and their patients only. Coram represents that it, and each of the above facilities, have all required local, state and federal licensed applicable to the sale and use of the Products. CORAM, INC. Signature: /s/ FRANK GEIGER --------------------------- Printed Name: Frank Geiger ------------------------ Title: Senior Vice President ------------------------------- Date: 1/8/01 -------------------------------- CORAM HEALTHCARE CORPORATION CENTER TYPES/LOCATIONS
September 200 Page 1 Coram Healthcare Corporation Center Types/Locations
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September 2000 Page 3 Coram, Inc. BAXTER HEALTHCARE Denver, Colorado MEDICATION DELIVERY 34251865 SCHEDULE A-1
U = limited quantities available Page 1 of 1 BAXTER HEALTHCARE I.V. SYSTEMS Coram, Inc. Denver, CO SCHEDULE A-1 34251865
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