Amendment No. 6 to Management Agreement between IntegraMed America, Inc. and Reproductive Science Center of the San Francisco Bay Area

Summary

This amendment updates the management agreement between IntegraMed America, Inc. and the Reproductive Science Center of the San Francisco Bay Area. It changes the calculation of the Additional Service Fee IntegraMed receives, specifying new percentages and minimum and maximum fee amounts effective from 2004 onward. All other terms of the original agreement remain unchanged. The amendment is effective as of January 1, 2004, and is signed by representatives of both parties.

EX-10.61F 4 exhibit1061f.txt INTEGRAMED AMERICA, INC. AMENDMENT NO. 6 TO SERVICE AGREEMENT BETWEEN INTEGRAMED AMERICA, INC. AND REPRODUCTIVE SCIENCE CENTER OF THE SAN FRANCISCO BAY AREA, a Medical Corporation THIS AMENDMENT NO. 6 TO MANAGEMENT AGREEMENT ("Amendment No. 6"), dated December ___, 2003 by and between IntegraMed America, Inc., a Delaware corporation, with its principal place of business at One Manhattanville Road, Purchase, New York 10577 ("IntegraMed") and Reproductive Science Center of the San Francisco Bay Area, a California medical corporation, with its principal place of business at 3160 Crow Canyon Road, Suite 150, San Ramon, California 94583 ("RSC"). RECITALS: WHEREAS, IntegraMed and RSC are parties to a Service Agreement dated January 7, 1997, as amended (the "Agreement");and WHEREAS, IntegraMed and RSC wish to amend further the Agreement, in pertinent part to clarify certain financial and other terms and conditions; NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, and as contained in the Agreement, IntegraMed and RSC agree as follows: 1. 1. Sections 6.1.3 is hereby deleted in their entirety and the following substituted therefor: "6.1.3 effective January 1, 2004, during each year of this Agreement, an Additional Service Fee, paid monthly but reconciled quarterly, in accordance with the following table: Applicable Year Additional Service Fee 2004 16% of PDE 2005 12% of PDE 2006 and thereafter 10% of PDE Notwithstanding anything in this Section 6.1.3 to the contrary, beginning January 1, 2006, the minimum annual Additional Service Fee paid to IntegraMed under this Agreement shall not be less than $322,000.00 per year but in no event shall exceed 20% of PDE, and the maximum annual Additional Service Fee paid to IntegraMed shall not exceed $644,000.00." 2. All other provisions of the Agreement, as amended, not in conflict with this Amendment No. 6 remain in full force and effect. IN WITNESS WHEREOF, the parties have signed this Amendment No. 6 as the date first written above. INTEGRAMED AMERICA, INC. By: /s/Gerardo Canet -------------------------- Gerardo Canet, President REPRODUCTIVE SCIENCE CENTER OF THE SAN FRANCISCO BAY AREA, A MEDICAL CORPORATION By: /s/Arnold Jacobson, M.D. ------------------------------ Arnold Jacobson, M.D., President