Contract for Pharmacy Services

CONTRACT FOR PHARMACY SERVICES

THIS AGREEMENT, IS ENTERED INTO AS OF THIS DAY OF 2001, BY AND BETWEEN SUNNY DAY HOSPICE (hereinafter referred to as "HOSPICE”) AND, (hereinafter referred to as "PHARMACY") who mutually agree to the following as pertaining to the provision of pharmacy services to HOSPICE Patients (hereinafter referred to as "PATIENTS").

I PURPOSE The purpose of this Agreement shall be to establish mutually agreeable methodologies for the provision of and subsequent reimbursement for PHARMACY Services for PATIENTS.

II RECITALS

WHEREAS, 2.1 HOSPICE provides a patient and family oriented program engaged in the provision of interdisciplinary health care and related services for the palliation and management of terminal illnesses. HOSPICE provides care to terminally ill patients who meet the HOSPICE criteria for admission for HOSPICE services. HOSPICE also provides services to patient families and/or significant others. HOSPICE services are provided in a variety of settings, but primarily in a private residence.

2.2 HOSPICE has a professional staff who provide HOSPICE services, e.g., nurses, social workers, pastoral counselors, trained volunteers and other categories of persons who provide HOSPICE services to patients and patients' loved ones.

2.3 PHARMACY is a properly licensed PHARMACY of PHARMACY services, and all Pharmacists are subsequently properly credentialed and licensed.

2.4 HOSPICE and PHARMACY desire, by entering into this agreement, to make it possible for individuals with terminal illness to receive pharmacy services in an appropriate and high quality manner.

THEREFORE,

III. GENERAL SCOPE OF SERVICES

HOSPICE and PHARMACY agree to establish methods for the provision of pharmaceutical items, as identified in the HOSPICE Plan of Care, and subsequent reimbursement thereto, for PATIENTS. This Agreement will be satisfactory to the organizations involved and responsive to the needs of those persons provided services as well as be consistent with applicable Local, State and Federal regulations and statutes.

1 IV. DEFINITIONS

4.1 "Attending Physician" means a Doctor of Medicine or Osteopathy, duly licensed under applicable State and local laws and regulations, who is identified by a HOSPICE Patient (or Patient's legal representative) as having the most significant role in the determination and delivery of the Patient's medical care. This physician may also be referred to as the Patient's Primary Physician.

4.2 "Effective Date" means the date of execution of this Agreement.

4.3 "HOSPICE Patient" means an individual's who elects, directly or through such individual's legal representative, to receive HOSPICE services, and who has subsequently been admitted to HOSPICE in accordance with State and federal regulations.

4.4 "HOSPICE Physician or Medical Director" means a duly licensed Doctor of Medicine or Osteopathy employed by or under contract to HOSPICE to render clinical and administrative services to both HOSPICE and HOSPICE Patients, in accordance with the applicable HOSPICE plan of Care.

4.5 "HOSPICE Plan of Care" means a written Patient care plan established maintained, revised and modified as necessary, at intervals established by the HOSPICE Interdisciplinary Team. The Plan of Care includes (a) An assessment of the HOSPICE Patient's needs; (b) An identification of the HOSPICE Services to be provided the Patient, including management of discomfort, pain and symptom relief needed to meet the HOSPICE Patient's needs and the related needs of the Patient's family and/or significant others; and, (c) Details concerning the scope and frequency of the HOSPICE Services to be rendered.

4.6 "HOSPICE SERVICES" means those services provided to a HOSPICE Patient for the palliation and management of the Patient's terminal illness, either directly or under arrangement by HOSPICE, as specified in the HOSPICE Plan of Care for the Patient. HOSPICE Services may include; nursing care and services by or under the supervision of a Registered Nurse; social services provided by a qualified Social Worker; counseling services, bereavement and spiritual counseling; physical therapy; occupational therapy and speech-language pathology services; home health aide/homemaker services; medical supplies, drugs and biological agents pertaining to the patient's terminal illness and related symptoms; use of medical appliances/equipment; inpatient care when needed; respite; and, any other services that may be required by law or regulation pertaining to HOSPICE.

4 7 “INTERDISCIPLINARY TEAM”: means the Attending Physician and HOSPICE Staff/Contractors which shall include, at the minimum, the following

2 individuals: Doctor of Medicine or Osteopathy; Registered Nurse; Social Worker; Pastoral or other Counselor; and, others professionals/ paraprofessionals/volunteers who assist in providing HOSPICE service to Patients and Patients' loved ones.

4.8 "PHARMACY SERVICES" means collectively those services normally considered to be under the purview of a licensed PHARMACY and Pharmacists including but not limited to the filling, delivery/dispensing of prescription medications.

4.9 "PATIENT" means a properly and lawfully admitted patient to the HOSPICE Program.

4.10 “ AWP” means average wholesale price.

V SPECIFIC TERMS OF AGREEMENT

5.1 PHARMACY recognizes that HOSPICE is a not-for-profit, charity, organization which receives only a set, all-inclusive, per diem rate for PATIENTS who are Medicare, Medicaid or Champus (Tricare) eligible and no reimbursement if such patients are considered indigent. Therefore, HOSPICE is to be charged at a cost of Average Wholesale Price (AWP) minus 10% plus $2.00 per prescription fill. HOSPICE encourages PHARMACY to consider reducing costs to HOSPICE whenever possible so that HOSPICE may further expand its services within the community at large.

5.2 Under the terms of this Agreement, PHARMACY agrees to be responsible to provide Pharmacy services to those PATENTS who have been certified by Hospice to be a HOSPICE patient. HOSPICE herein agrees to notify

PHARMACY, verbally followed by written confirmation whenever a PATIENT status is established (and disestablished) requiring Pharmacy services.

5.3 PHARMACY agrees to use its best efforts to work with HOSPICE to lower costs in any way possible by requesting generic medications from physicians, and, when appropriate, securing, from physicians, the reduction in the amount ordered when there is a high expectation that PATIENT will not utilize all of the medications prior to his/her death. PHARMACY recognizes that the DEA has allowed Pharmacies to perform "partial fills” for Hospice patients.

5.4 PHARMACY will call HOSPICE for verification of a medication when any questions or issue arise, including those of coverage. PHARMACY agrees to be responsible to issue prescription drugs, under the terms of this Agreement, only to patients who display a valid identification card and

3 verification with the Patient Information Form which lists and divides the medications that shall be billed to Hospice.

5.5 HOSPICE will be financially responsible only for those medications directly related to the terminal diagnosis for palliative treatment, and as reflected within the HOSPICE Plan of Care. Any other reimbursement liabilities incurred by another Party will be the responsibility of that Party to satisfy.

5.6 Private insurance or private pay PATENTS shall normally pay for their own medications or use their drug payment plan, unless otherwise authorized by HOSPICE. HOSPICE will ensure that PHARMACY is made aware of such arrangements prior to dispensing.

5.7 HOSPICE will not be responsible for medications unrelated to the terminal diagnosis of a patient or which is not part of the Plan of Care.

5.8 PATIENTS who are Medicaid patients shall have Medicaid billed for those medications unrelated to their terminal diagnosis.

5.9 Availability and access to a pharmacist and medications on a 24 hour/7 day a week basis.

5.10 Provide delivery of medications as within the delivery area that is reasonable and customary for other patients of the PHARMACY.

VI. FINANCIAL RESPONSIBILITY, CONSIDERATION AND PAYMENT

6.1 The PHARMACY shall bill HOSPICE on forms mutually acceptable to HOSPICE, on monthly basis for all items and services purchased from PHARMACY by HOSPICE for each individual PATIENT. HOSPICE shall only be liable for payment for items and services ordered by an authorized representative of HOSPICE, and consistent with the terms in this Agreement. HOSPICE shall pay PHARMACY, based on the above referenced itemized bills received by HOSPICE, for all ordered items and services, within thirty (30) days after receiving such billing from PHARMACY. Documentation of services provided must accompany billing. Information provided should include that usually provided to third-party payers to verify the services and charges reflected in such billing. Payment by HOSPICE in respect of such bills shall be considered final, unless adjustments are requested in writing by PHARMACY within thirty (30) days of receipt of payment. At a minimum, each PHARMACY bill must provide the following information: (1) PATIENT'S name (2) Date service(s) provided (3) Name of medication(s) (4) Amount of medication(s) (5) Charges as set out in APPPENDIX "A" (6) Name of specific PHARMACY (in the case of PHARMACY "chains"). If

4 HOSPICE does not receive a billing from PHARMACY within 180 days of services provided, then HOSPICE will consider the liability incurred extinguished.

6.2 PHARMACY will keep accurate books of account and record (The "Financial Records") in its locations covering all transactions relating to this Agreement. Not more than once a year, HOSPICE may, at its expense, retain an independent public accountant or other auditor to review the Financial Records and prepare a detailed statement showing the charges made to HOSPICE by PHARMACY. HOSPICE and its duly authorized representatives, including such independent public accountant or other auditor, shall have the right during regular business hours and on reasonable written Records pertaining to HOSPICE billings, and to make copies thereof.

VII. INSURANCE IMDEMNIFICATION

7.1 HOSPICE agrees to indemnify and hold harmless and defend PHARMACY, its directors, officers, employees, volunteers, and agents from and against any and all claims, suits, damages fines, penalties, liabilities, and expenses (including reasonable attorney's fees and court costs) resulting from or arising out of any claimed act or omission by HOSPICE or any of its directors, officers, employees, agents or volunteers pertaining to the services hereunder.

7.2 PHARMACY agrees to indemnify and hold harmless and defend HOSPICE, its directors, officers, employees, volunteers, and agents from and against any and all claims, suits, damages fines, penalties, liabilities and expenses (including reasonable attorney's fees and court costs) resulting from or arising out of any claimed act or omission by PHARMACY or any of its directors, officers, employees, agents or volunteers pertaining to the services hereunder.

7.3 For purposes of such indemnification, the following provisions shall apply. A person or entity entitled to be indemnified under paragraphs 7.1 or 7.2 above (an "Indemnified Person") shall promptly notify the party having the obligation under this Agreement to indemnify the Indemnified Person (the "Indemnifier') with respect to an notice of a claim, threat to institute a proceeding or the commencement of an action, The Indemnifier will, if requested by the Indemnified Person, assume the defense of any litigation or proceeding for which indemnity hereunder is available, including the retention of counsel and payment of reasonable fees of such counsel, in which event, except as provided below, the Indemnifier will not be responsible for any other fees or expenses of any other counsel retained by the Indemnified Person. However, if the Indemnified Person and Indemnifier reasonably conclude that the representation of both

5 parties by the same counsel may involve a conflict due to actual or potential differing interests between them, the Indemnifier shall pay the reasonable fees of counsel for the Indemnified Person. The Indemnifier shall not be liable for any settlement of any litigation or proceeding affected without its written consent, which shall not be unreasonably withheld. If the Indemnifier assume the defense of any litigation or proceeding, the Indemnifier will not settle such litigation or proceeding without the Indemnified Person's written consent, which shall not be unreasonably withheld.

7.4 HOSPICE and PHARMACY, upon signature on this Agreement, shall provide one another with a copy of the respective Certificate of Liability Insurance which documents coverage in the minimum amounts of One Million (S1,000,000.00) Dollars combined single limit (or comparable coverage thereof). Both Parties to this Agreement hereby agree to notify the other party of any material change in the coverage, including cancellation or change of carrier, which falls below these minimum limits and/or affect the terms of such coverage.

7.5 HOSPICE and PROVDER jointly agree to cooperate fully with one another in reviewing the quality and appropriateness of PHARMACY services rendered to PATENTS, including interactions with the HOSPICE Medical Director or other involved physician.

VIII. PUBLIC RELATIONS

Both Parties to this Agreement shall obtain prior written approval from the other for press releases, media advertisements, or any form of publicity or marketing which concerns the arrangements detailed by this Agreement or the care provided to PATIENTS.

IX. GRIEVANCES

HOSPICE and PHARMACY hereby jointly agree to cooperate fully in resolving any PATIENT'S grievances related to the provision of HOSPICE or PHARMACY services. In this regard, HOSPICE and PHARMACY shall immediately bring to the attention of their respective senior managers all PATIENT'S complaints involving either Party to this Agreement, and shall, in accordance with their respective regular procedures, investigate complaints and use its best effort to resolve such complaints in a fair and equitable manner. Both Parties to this Agreement hereby agree to notify one another promptly of any action taken or proposed with respect to the resolution of such complaints and the avoidance of similar complaints in the future.

X. CRITERIA FOR PARTICIPATION IN HOSPICE PROGRAM

In accordance with Patients' admission agreements with HOSPICE, HOSPICE reserves the right to discharge, in accordance with State and Federal regulations, any PATIENT from participation in the HOSPICE program if the criteria for such participation is not complied with. In such cases,

6 Patients may be discharged from HOSPICE and PHARMACY will be immediately notified.

XI. NON-ASSIGNMENT

This Agreement shall not be assignable, in whole or in part, by either Party without the prior written consent of the other Party hereto. If any Party to this Agreement is permitted to assign or subcontract any obligation of obligations under this Agreement, the Party shall cause any such permitted assignee or subcontractor to agree to comply with all applicable provision of this Agreement.

XII.DISCLOSURE

To the extent the value or services furnished under this Agreement, or a subcontract of this agreement, exceed $10,000 over a 12-month period, PHARMACY will make available to the Secretary of the Department of Health and Human Services, the Comptroller General, or their authorized representatives, a copy of this Agreement and such books, documents and records that are necessary to certify the nature and extent of the costs incurred by HOSPICE under this Agreement for a period of four years after the furnishing of such services. PHARMACY agrees to notify HOSPICE within 3 days of the nature and scope of any request for access and to provide, or make available, copies of any books, records or documents proposed to be provided. Any disclosure under this paragraph shall not be construed as a waiver of any other legal rights to which such party may be entitled.

XIII. BINDING EFFECT

Subject to the provisions hereof restricting assignment, this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

XlV. WAIVER

Neither the waiver by either of the Parties hereto of a breach of or a default under any of the provision of this Agreement, nor the failure of either of the Parties, on one or more occasions to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder.

XV. SEVERABILITY

If any part of this Agreement or any other agreement, document or writing given pursuant to or in connection with this Agreement shall be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provision of said Agreement.

7 XVI. LIMITATION ON BENEFITS OF THIS AGREEMENT

It is the explicit intention of the Parties hereto that no person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against either of the Parties hereto, and that the covenants, undertakings, and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the Parties hereto or their respective successors and assigns as permitted hereunder.

XVII. AMENDMENT

This Agreement shall not be amended, altered, or modified, except by an instrument in writing duly executed by the Parties hereto,

XVIII. HEADINGS AND REFERENCES

Heading contained in this Agreement are inserted for convenience or reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof. Except as otherwise specified, references to any Headings contained in this Agreement shall be to the correspondingly numbered sections as set forth in this Agreement.

XIX. ATTORNEY'S FEES

In the event either party defaults under the terms of this Agreement, the non-defaulting party shall be entitled to recover from the defaulting party any and all costs incurred as a result of such default to include a reasonable attorney's fee prior to litigation, during litigation and on appeal if necessary.

XX. NOTICES

Except as otherwise specified herein, all notices, demands, requests, or other communication which may be or are required to be given, served, or sent by any party to any other party pursuant to this Agreement shall be in writing and shall be delivered personally, mailed by first- class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by facsimile transmission, addressed as follows:

20.1 If to SUNNY DAY HOSPICE 12 DIRT ROAD WINTHROP, OH 00201

20.2 If to PHARMACY

8 Each Party may designate by notice in writing a new address to which any communication may thereafter be so given, served or sent. Each notice, demand, request or communication which shall be mailed, delivered or transmitted in the manner described above shall be deemed sufficiently given, served, sent and received for all purposes at such time as it is: (a) delivered personally to the addressee; (b) received in the mail by the addressee (with the return receipt, the delivery receipt or the affidavit of messenger being conclusive evidence of its receipt); (c) with respect to a facsimile transmission, the machine confirmation being deemed conclusive evidence of such delivery; or (d) at such time as delivery is refused by the addressee upon presentation.

XXI. PERIOD OF PERFORMANCE

21.1 Term of Agreement. This Agreement between HOSPICE and PHARMACY shall have the Effective Date of , 2001 for the initial period of one (1) year therefrom, and shall automatically renew for subsequent one year periods, subject to the provisions contained within this Agreement.

21.2 Renewal of Agreement. Ninety (90) days prior to the completion of the initial year of performance under this Agreement, or any renewal period thereof, this Agreement shall be subject to review at the request of either party. Upon the completion of any review, the parties, by written modification, may change one or more of the terms and conditions currently applicable under this Agreement. This Agreement may be canceled by either party upon ninety (90) days written notice to the other.

21.3 Amendments to the Agreement. In the event that Medicare, Medicaid, any third party payor, or any other Federal State, or local laws, rules, regulations, or official interpretations at any time during the term of this Agreement prohibit, restrict, or any way substantially change the method or amount of reimbursement or payment for services rendered under this Agreement, then this Agreement shall, in good faith, be amended by the parties to provide for payment or compensation in a manner which will satisfy any such prohibition, restriction, or change. If this Agreement is not amended prior to the effective date of such prohibition, restriction or change, either party may terminate this Agreement as of such effective date by giving proper notice thereof, in writing, to the other.

21.4 Termination Without Cause. Either party to this Agreement may terminate this Agreement for any or no reason prior to the expiration of its term by providing at least ninety (90) days written notice of termination to the other party prior to the date of such termination. Such termination shall be effective without prior notice or consent of any PATIENT, Attending Physician, or other Third Party.

21.5 Termination for Cause. Either party to this Agreement shall have the right to terminate this Agreement for any one or more of the following reasons:

(a) In the event that PHARMACY does not provide a material portion of the services, when requested, as specified to be provided under this Agreement for a period of thirty (30) consecutive days, upon ten (10) days written notice given prior to effective date of such termination.

9 (b) In the event that HOSPICE does not provide a material portion of the HOSPICE Services as specified to be provided under this Agreement for a period of thirty (30) consecutive days, upon ten (10) days written notice given prior to the effective date of such termination.

(c) If any license, certification or required accreditation of a party which is material to the performance of this Agreement is suspended, revoked or materially changed.

(d) If any administrative or judicial fines, penalties or sanctions having a value in excess of One Thousand ($1,000.00) Dollars are imposed on a party which is material to the performance of this Agreement.

(e) If one of the Parties to this Agreement commences or has commenced against it proceedings to liquidate, wind-up, reorganize or seek protection, relief or a composition of its debts under any law relating to insolvency, reorganization or relief of debtors or seeking the appointment of a receiver or trustee.

(h) If an action is prosecuted to final judgment against a Party to this Agreement of Federal or State laws and/or regulations.

21.6 Termination of Services by a PATIENT.

(a) A PATIENT may terminate receipt of HOSPICE Services by written notice, including, but not limited to, use of HOSPICE'S Revocation Form, given by the PATIENT (or PATIENT's legal representative) to HOSPICE. In such a situation, PHARMACY will be immediately notified by HOSPICE.

(b) Termination of the receipt of HOSPICE or PHARMACY Services by an individual PATIENT (or PATIENT's legal representative) shall not constitute a termination of this Agreement as a whole.

(c) In the event a PATIENT terminates receipt of HOSPICE Services pursuant to this Agreement, each party may negotiate separately with such former PATIENT (or PATIENT's legal representative) to contract for continuation of some services.

21.7 Survival. It is the express intention and agreement of the Parties hereto that the applicable terms of this Agreement shall survive the termination of this Agreement for any reason and that the covenants contained shall survive the execution of this Agreement until they are no longer effective by their terms.

XXII. APPLICABLE LAW

This Agreement shall be construed and interpreted according to the laws of the State of Florida.

10 XXIII. ENTIRE AGREEMENT

This Agreement contains the entire covenants and agreements of the parties hereto and supersedes all prior agreements, contracts, representations, and understandings, whether written or other-wise, between the parties relating to the subject matter hereof. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SUNNY DAY HOSPICE

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BY: JILL NICE, PRESIDENT/CEO BY: DATE: DATE: