FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT
This FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT (this First Amendment) is made and entered into as of June 6, 2019, by and among Commcare Pharmacy FTL, LLC, a Florida limited liability company (Commcare), Acro Pharmaceutical Services, LLC, a Pennsylvania limited liability company (Acro and together with Commcare, Seller), NS3 Health, LLC, a Florida limited liability company (Equity Holder), Premier, Inc., a Delaware corporation (Premier), and ProCare Pharmacy, L.L.C., a Rhode Island limited liability company (Buyer).
R E C I T A L S
A. The parties hereto are parties to that certain Asset Purchase and Sale Agreement, dated as of May 6, 2019 (the Purchase Agreement), pursuant to which Seller has agreed to sell, and Buyer has agreed to buy certain assets relating to the specialty pharmacy businesses located at (i) 855 SW 78th Avenue, Plantation, FL (the Plantation Pharmacy), (ii) 313 Henderson Drive, Sharon Hill, PA (the Sharon Hill Pharmacy), and (iii) 7891 Stage Hills Boulevard, Suite 111, Memphis, TN (the Memphis Pharmacy).
B. Section 19(l) of the Purchase Agreement provides, in part, that the Purchase Agreement may be amended by an agreement in writing signed by all parties thereto. In accordance with Section 19(l) of the Purchase Agreement, the parties desire to amend certain terms of the Purchase Agreement pursuant to the terms set forth herein.
NOW THEREFORE, the parties hereto hereby agree as follows:
(a) The phrase and solely for purposes of Section 9, and Section 13 in the introduction to the Purchase Agreement shall be replaced with the following and solely for purposes of Section 9, Section 13, and Schedule 4(h).
(b) Section 1(a)(ii) of the Purchase Agreement is amended and restated in its entirety as follows (with additions reflected in bold and underlined and deletions reflected in bold and stricken):
(ii) Prescription Files. All prescription files, records related to drug acquisition and disposition, inventory records held by and inventory and dispensing data utilized, maintained and/or generated with respect to such prescription files and records by Seller in the course of operating the Business (hereinafter, collectively, Sellers Rx Data)
from the Date of Inventory (as hereinafter defined) and going back no less than the greater of (i) the period of time required by federal and state Law (as hereinafter defined) and (ii) as set forth on Schedule 1(a)(ii). Sellers Rx Data shall include all hard copy prescriptions, signature logs, patient profiles, patient refill histories, patient lists, and patient data and information derived from patient loyalty, credit, and similar programs (Hard Copy Rx Data), and all electronic data of the same maintained in any format by Seller. two (2) years (the Required Time Period) If Seller has not operated the Business for the Required Time Period prior to the Date of Inventory, the Required Time Period shall