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Preview Full Doc	2003	Prime Vendor Agreement Prime Vendor Agreement (89K) Doc #317138: Click preview link for longer preview. PRIME VENDOR AGREEMENT THIS PRIME VENDOR AGREEMENT (THE "AGREEMENT") IS MADE JULY 1, 2001, BETWEEN EXPRESS SCRIPTS, INC., ON BEHALF OF ITSELF AND ITS SUBSIDIARIES (COLLECTIVELY, "BUYER") AND CARDINAL DISTRIBUTION* ("CARDINAL"), WHO HEREBY AGREE AS FOLLOWS: 1. DESIGNATION AS PRIMARY WHOLESALER During the term of this Agreement, Buyer will designate Cardinal as the primary wholesale pharmaceutical supplier to all pharmacies whether now or hereafter owned, managed or operated by Buyer in the United States (collectively, the "PHARMACIES" and individually, a "PHARMACY"). A current list of the Pharmacies is attached hereto as EXHIBIT A. Additional pharmacies may be added to Exhibit A from time to time subject to the prior approval of Buyer and Cardinal. 2. SALE OF MERCHANDISE Buyer will purchase from Cardinal during the term of this Agreement its Primary Wholesale Requirements of pharmaceuticals for the Pharmacies ("RX PRODUCTS") and, may, at its option, purchase certain other inventory carried by Cardinal ("NON-RX PRODUCTS" and, together with Rx Products, collectively the "MERCHANDISE") for delivery directly to the Pharmacies ("DIRECT STORE DELIVERY Purchases"). The term "PRIMARY WHOLESALE REQUIREMENTS" means that Buyer will purchase for each Pharmacy all of its requirements of Rx Products purchased from wholesalers from Cardinal. With the exception of Merchandise that is only available from the manufacturer with less than six (6) months' dating, Cardinal removes Merchandise from its inventory that has an expiration date of six (6) months, not including the current month, so that such Merchandise shipped to Buyer has a minimum of six (6) months' dating. Cardinal reserves the right at all times to determine what Merchandise it will carry based upon product quality, manufacturer indemnity, insurance, and other policies, and other standards determined by it, and may delete from its available inventory items of Merchandise with limited or no movement activity. Cardinal acknowledges that Buyer, from time to time, [*], including [] 3. PURCHASE PRICE Buyer will pay a purchase price for all Merchandise purchased under this Agreement in an amount equal to Cardinal's Cost plus the percentage specified in the pricing matrix attached hereto as EXHIBIT B (the "PRICING MATRIX"). For purposes of this Agreement: (a) the term "CARDINAL'S COST" will mean the manufacturer's published wholesale acquisition cost for Merchandise at the date of Cardinal's invoice to the Pharmacy, including all discounts, price reductions and promotions offered off-invoice by the manufacturer for the duration of the manufacturer's offer period, but without reduction for customary cash discounts; and (b) the term "QUALIFIED PURCHASES" will -------------------------------------------------------------------------------- 2 {PAGE} mean all purchases made and paid for by Buyer and/or the Pharmacies under the terms of this Agreement, net of all returns, credits, rebates, late charges, or other similar items, on an annual, quarterly, or monthly basis, as applicable. Notwithstanding anything herein to the contrary, the purchase price of Merchandise which is subject to a Manufacturer Contract (as hereinafter defined) will be Buyer's contract price for the Pharmacies. Cardinal reserves the right to adjust the purchase price of any item of Merchandise in the event that the manufacturer of such item implements a change in policy which eliminates or decreases the customary cash discount terms effective on the Commencement Date with respect to such item. The purchase price for selected Merchandise, including but not limited to [] described above [] in accordance with []. Merchandise described in this paragraph is sometimes referred to as [] The pricing specified in the Pricing Matrix does not reflect administrative fees for membership in any group purchasing organization (a "GPO"). If any Pharmacy affiliates with a GPO, the appropriate administrative fee will be added to the percentages specified in the Pricing Matrix. [] CardinalCHOICE(R) pharmacy system [] for the pricing specified in the Pricing Matrix. 4. [] AND SAVINGS During the initial term of this Agreement, [] with related savings as more fully described on EXHIBIT C. 5. PAYMENT TERMS (a) Initial Payment Terms. The payment terms initially applicable to Buyer will be as follows: (i) For DIRECT STORE DELIVERY PURCHASES, Buyer shall cause Cardinal to receive payment in full by not later than [] of each calendar month of the amount due for all Merchandise delivered and services provided during the first (1st) [] of such calendar month, and by not later than the [] of each calendar month, of the amount due for all Merchandise delivered and services provided during the period beginning on the [] of the preceding calendar month and ending on the last day of such preceding calendar month []. (ii) For [] (I.E., [] (iii) For [] in accordance with the terms set forth in Exhibit C [**] -------------------------------------------------------------------------------- 3 {PAGE} If any payments are due on Saturday, Buyer will cause Cardinal to receive payment in full on the immediately preceding Friday, and if payment is due on Sunday, Buyer will cause Cardinal to receive payment in full on the immediately following Monday. Buyer will deliver to Cardinal any credit information reasonably requested by Cardinal not less than thirty (30) days prior to its initial purchases of Merchandise under this Agreement. All payments for the Merchandise purchased under this Agreement will be due in accordance with the terms set forth above unless and until otherwise agreed by Buyer and Cardinal. In such event, Buyer acknowledges and agrees that Buyer's Cost of Goods may be adjusted by Cardinal to reflect Buyer's new payment terms and credit considerations deemed relevant to Cardinal. (b) Payment. At the end of each calendar month, Cardinal will evaluate Buyer's payment history, adjusted to reflect legitimately disputed amounts. The due date of each Cardinal invoice will be compared with the date Cardinal received payment to relieve that invoice. Buyer and Cardinal acknowledge that Buyer's cost to purchase 317138	Cardinal Health Cardinal Health, Inc. ( Biotechnology & Drugs ) As referenced in this Prime Vendor Agreement: Cardinal Health, Inc – Mississippi); Whitmire Distribution Corporation, a Delaware corporation (Folsom, California); Bindley Western Drug Company, an Indiana corporation (Indianapolis, Indiana); and any other subsidiary of Cardinal Health, Inc ., an Ohio corporation ("CHI"), as may be designated by CHI. -------------------------------------------------------------------------------- 14 {PAGE} EXHIBIT A PHARMACIES Express Scripts, Inc. 14000 Riverport Drive Maryland _____________ Cardinal Health, Inc – Mississippi); Whitmire Distribution Corporation, a Delaware corporation (Folsom, California); Bindley Western Drug Company, an Indiana corporation (Indianapolis, Indiana); and any other subsidiary of Cardinal Health, Inc ., an Ohio corporation ("CHI"), as may be designated by CHI. EXPRESS SCRIPTS, INC. ------------------------------------ Dated: , 2001 By Authorized Signature / Title ------------------------ -------------------------------------------------------------------------------- 21 {PAGE} EXHIBIT _____________ Cardinal Health, Inc – 110, Inc."); Bindley Western Industries, Inc., a Indiana corporation (Indianapolis, Indiana) (now known as "Cardinal Health 100, Inc."); and any other subsidiary of Cardinal Health, Inc ., an Ohio corporation ("CHI"), as may be designated by CHI. -------------------------------------------------------------------------------- 29 {PAGE} EXHIBIT A 1. [*]. The [] has been established based upon []: (a) []; ( _____________ dt 621891 ; Express Scripts, Inc. Express Scripts, Inc. ( Drugs ) As referenced in this Prime Vendor Agreement: EXPRESS SCRIPTS, INC –* of confidential portions for which confidential treatment has been requested. Such confidential information has been filed separately with the Commission. ================================================================================ CARDINAL DISTRIBUTION* AND EXPRESS SCRIPTS, INC . PRIME VENDOR AGREEMENT ================================================================================ {PAGE} PRIME VENDOR AGREEMENT THIS PRIME VENDOR AGREEMENT (THE "AGREEMENT") IS MADE JULY 1, 2001, BETWEEN EXPRESS SCRIPTS, INC., _____________ EXPRESS SCRIPTS, INC – AND EXPRESS SCRIPTS, INC. PRIME VENDOR AGREEMENT ================================================================================ {PAGE} PRIME VENDOR AGREEMENT THIS PRIME VENDOR AGREEMENT (THE "AGREEMENT") IS MADE JULY 1, 2001, BETWEEN EXPRESS SCRIPTS, INC ., ON BEHALF OF ITSELF AND ITS SUBSIDIARIES (COLLECTIVELY, "BUYER") AND CARDINAL DISTRIBUTION* ("CARDINAL"), WHO HEREBY AGREE AS FOLLOWS: 1. DESIGNATION AS PRIMARY _____________ EXPRESS SCRIPTS, INC – single agreement. Each party acknowledges that a facsimile signature on this Agreement shall be binding upon such party. -------------------------------------------------------------------------------- 13 {PAGE} {TABLE} {S} {C} EXPRESS SCRIPTS, INC . CARDINAL DISTRIBUTION* 13900 RIVERPORT DRIVE 7000 CARDINAL PLACE MARYLAND HEIGHTS, MISSOURI 63043 DUBLIN, OHIO 43017 FACSIMILE: (314) 702-7120 FACSIMILE: (614) 757- _____________ Express Scripts, Inc – and any other subsidiary of Cardinal Health, Inc., an Ohio corporation ("CHI"), as may be designated by CHI. -------------------------------------------------------------------------------- 14 {PAGE} EXHIBIT A PHARMACIES Express Scripts, Inc . 14000 Riverport Drive Maryland Heights, Missouri 63043 Express Scripts, Inc. 1700 North Desert Drive Tempe, Arizona 85281 Express Scripts, Inc. 4500 Alexander _____________ Express Scripts, Inc – corporation ("CHI"), as may be designated by CHI. -------------------------------------------------------------------------------- 14 {PAGE} EXHIBIT A PHARMACIES Express Scripts, Inc. 14000 Riverport Drive Maryland Heights, Missouri 63043 Express Scripts, Inc . 1700 North Desert Drive Tempe, Arizona 85281 Express Scripts, Inc. 4500 Alexander Boulevard Albuquerque, New Mexico 87107 Express Scripts, Inc. 3684 Marshall _____________ dt 490245 ;	Express Scripts Express Scripts, Inc. ( Drugs ) As referenced in this Prime Vendor Agreement: EXPRESS SCRIPTS, INC. – PAGE} EXHIBIT 10.01 [**] indicates the omission of confidential portions for which confidential treatment has been requested. Such confidential information has been filed separately with the Commission. ================================================================================ CARDINAL DISTRIBUTION AND EXPRESS SCRIPTS, INC. PRIME VENDOR AGREEMENT ================================================================================ {PAGE} PRIME VENDOR AGREEMENT THIS PRIME VENDOR AGREEMENT (THE "AGREEMENT") IS MADE JULY 1, 2001, BETWEEN EXPRESS SCRIPTS, INC., ON BEHALF OF ITSELF AND ITS SUBSIDIARIES ( _____________ EXPRESS SCRIPTS, INC. – filed separately with the Commission. ================================================================================ CARDINAL DISTRIBUTION* AND EXPRESS SCRIPTS, INC. PRIME VENDOR AGREEMENT ================================================================================ {PAGE} PRIME VENDOR AGREEMENT THIS PRIME VENDOR AGREEMENT (THE "AGREEMENT") IS MADE JULY 1, 2001, BETWEEN EXPRESS SCRIPTS, INC. , ON BEHALF OF ITSELF AND ITS SUBSIDIARIES (COLLECTIVELY, "BUYER") AND CARDINAL DISTRIBUTION* ("CARDINAL"), WHO HEREBY AGREE AS FOLLOWS: 1. DESIGNATION AS PRIMARY WHOLESALER During the term of this Agreement, _____________ EXPRESS SCRIPTS, INC. – all of which together shall constitute a single agreement. Each party acknowledges that a facsimile signature on this Agreement shall be binding upon such party. -------------------------------------------------------------------------------- 13 {PAGE} {TABLE} {S} {C} EXPRESS SCRIPTS, INC. CARDINAL DISTRIBUTION* 13900 RIVERPORT DRIVE 7000 CARDINAL PLACE MARYLAND HEIGHTS, MISSOURI 63043 DUBLIN, OHIO 43017 FACSIMILE: (314) 702-7120 FACSIMILE: (614) 757-6000 BY /s/ Barrett Toan BY /s/ _____________ Express Scripts, Inc. – Drug Company, an Indiana corporation (Indianapolis, Indiana); and any other subsidiary of Cardinal Health, Inc., an Ohio corporation ("CHI"), as may be designated by CHI. -------------------------------------------------------------------------------- 14 {PAGE} EXHIBIT A PHARMACIES Express Scripts, Inc. 14000 Riverport Drive Maryland Heights, Missouri 63043 Express Scripts, Inc. 1700 North Desert Drive Tempe, Arizona 85281 Express Scripts, Inc. 4500 Alexander Boulevard Albuquerque, New Mexico 87107 Express Scripts, _____________ Express Scripts, Inc. – subsidiary of Cardinal Health, Inc., an Ohio corporation ("CHI"), as may be designated by CHI. -------------------------------------------------------------------------------- 14 {PAGE} EXHIBIT A PHARMACIES Express Scripts, Inc. 14000 Riverport Drive Maryland Heights, Missouri 63043 Express Scripts, Inc. 1700 North Desert Drive Tempe, Arizona 85281 Express Scripts, Inc. 4500 Alexander Boulevard Albuquerque, New Mexico 87107 Express Scripts, Inc. 3684 Marshall Lane Bensalem, Pennsylvania 19020 Express Scripts, Inc. _____________ dt 1506397
Preview Full Doc	2003	Prime Vendor Agreement Prime Vendor Agreement (69K) Doc #1236737: Click preview link for longer preview. the confidential material has been filed separately with the SEC]. ================================================================================ CARDINAL HEALTH* AND CHRONIMED INC. PRIME VENDOR AGREEMENT ================================================================================ <PAGE> PRIME VENDOR AGREEMENT THIS PRIME VENDOR AGREEMENT (THE "AGREEMENT") IS MADE __________, 2003, . . . 1236737	Cardinal Health Cardinal Health, Inc. ( Biotechnology & Drugs ) As referenced in this Prime Vendor Agreement: Cardinal Health (inc – Merchandise will not be based upon the Cardinal Health's Cost-plus pricing described above but will instead be net-billed in accordance with the terms and conditions established by Cardinal Health (inc luding applicable mark-up) for such Merchandise. Merchandise described in this paragraph is sometimes referred to as "SPECIALLY PRICED MERCHANDISE." Subject to Buyer's obligations under ss.6 with respect _____________ Cardinal Health, Inc – without the written consent of the other; provided, however, that Cardinal Health may delegate its rights and obligations to any entity that is controlled by or under common control with Cardinal Health, Inc . This Agreement will be binding on, inure to the benefit of, and be enforceable by and against the respective successors and assigns of each party to this Agreement. 20. _____________ Cardinal Health, Inc – known as Cardinal Southeast, Inc.), a Mississippi corporation (Madison, Mississippi); Cardinal Health 110, Inc. (formerly known as Whitmire Distribution Corporation), a Delaware corporation (Folsom, California) and any other subsidiary of Cardinal Health, Inc ., an Ohio corporation ("CHI"), as may be designated by CHI. <PAGE> EXHIBIT A PHARMACIES Chronimed/Statscript Pharmacies March 2003 Mail Order ("Mail Order Pharmacy Group") Minnetonka San _____________ Cardinal Health, Inc – known as Cardinal Southeast, Inc.), a Mississippi corporation (Madison, Mississippi); Cardinal Health 110, Inc. (formerly known as Whitmire Distribution Corporation), a Delaware corporation (Folsom, California) and any other subsidiary of Cardinal Health, Inc ., an Ohio corporation ("CHI"), as may be designated by CHI. _________________________________ Buyer's Name (Print) _________________________________ Dated:________________________ , 200_____ By Authorized Signature / Title <PAGE> EXHIBIT E-2 _____________ dt 1419902 ; Chronimed Inc. Chronimed Inc. ( Drugs ) As referenced in this Prime Vendor Agreement: CHRONIMED INC – lt;PAGE> Exhibit 10.2 [Confidential treatment has been requested for portions of this document, and the confidential material has been filed separately with the SEC]. ================================================================================ CARDINAL HEALTH* AND CHRONIMED INC . PRIME VENDOR AGREEMENT ================================================================================ <PAGE> PRIME VENDOR AGREEMENT THIS PRIME VENDOR AGREEMENT (THE "AGREEMENT") IS MADE __________, 2003, BETWEEN CHRONIMED INC. ("BUYER") AND CARDINAL HEALTH* ("CARDINAL HEALTH"), WHO _____________ CHRONIMED INC – filed separately with the SEC]. ================================================================================ CARDINAL HEALTH* AND CHRONIMED INC. PRIME VENDOR AGREEMENT ================================================================================ <PAGE> PRIME VENDOR AGREEMENT THIS PRIME VENDOR AGREEMENT (THE "AGREEMENT") IS MADE __________, 2003, BETWEEN CHRONIMED INC . ("BUYER") AND CARDINAL HEALTH* ("CARDINAL HEALTH"), WHO HEREBY AGREE AS FOLLOWS: 1. DESIGNATION AS PRIMARY WHOLESALER During the term of this Agreement, Buyer will designate Cardinal Health as the _____________ CHRONIMED INC – represents that it will comply with all applicable federal and state laws and regulations regarding the handling, storage and distribution of Merchandise, including the Prescription Drug Marketing Act of 1987. CHRONIMED INC . CARDINAL HEALTH* ___________________________________________ 7000 CARDINAL PLACE ___________________________________________ DUBLIN, OHIO 43017 FACSIMILE:_________________________________ FACSIMILE: (614) 757-6000 BY_________________________________________ BY__________________________ TITLE______________________________________ TITLE_______________________ DATE_______________________________________ DATE________________________ *The term "CARDINAL HEALTH" means the following _____________ dt 1327190 ;	Chronimed Chronimed Inc. ( Drugs ) As referenced in this Prime Vendor Agreement: CHRONIMED INC. – lt;PAGE> Exhibit 10.2 [Confidential treatment has been requested for portions of this document, and the confidential material has been filed separately with the SEC]. ================================================================================ CARDINAL HEALTH* AND CHRONIMED INC. PRIME VENDOR AGREEMENT ================================================================================ <PAGE> PRIME VENDOR AGREEMENT THIS PRIME VENDOR AGREEMENT (THE "AGREEMENT") IS MADE __________, 2003, BETWEEN CHRONIMED INC. ("BUYER") AND CARDINAL HEALTH* ("CARDINAL HEALTH"), WHO _____________ CHRONIMED INC. – filed separately with the SEC]. ================================================================================ CARDINAL HEALTH* AND CHRONIMED INC. PRIME VENDOR AGREEMENT ================================================================================ <PAGE> PRIME VENDOR AGREEMENT THIS PRIME VENDOR AGREEMENT (THE "AGREEMENT") IS MADE __________, 2003, BETWEEN CHRONIMED INC. ("BUYER") AND CARDINAL HEALTH* ("CARDINAL HEALTH"), WHO HEREBY AGREE AS FOLLOWS: 1. DESIGNATION AS PRIMARY WHOLESALER During the term of this Agreement, Buyer will designate Cardinal Health as the _____________ CHRONIMED INC. – represents that it will comply with all applicable federal and state laws and regulations regarding the handling, storage and distribution of Merchandise, including the Prescription Drug Marketing Act of 1987. CHRONIMED INC. CARDINAL HEALTH* ___________________________________________ 7000 CARDINAL PLACE ___________________________________________ DUBLIN, OHIO 43017 FACSIMILE:_________________________________ FACSIMILE: (614) 757-6000 BY_________________________________________ BY__________________________ TITLE______________________________________ TITLE_______________________ DATE_______________________________________ DATE________________________ *The term "CARDINAL HEALTH" means the following _____________ dt 1506323
Preview Full Doc	2006	Prime Vendor Agreement Prime Vendor Agreement (144K) Doc #1740665: Click preview link for longer preview. PRIME VENDOR AGREEMENT By and Between AmerisourceBergen Drug Corporation, a Delaware corporation And Longs Drug Stores California, Inc., a California corporation TABLE OF CONTENTS 1. DEFINITIONS; EXHIBITS; RULES OF CONSTRUCTION 1 A. Definitions 1 B. Exhibits and Attachments 2 C. Rules of Construction 2 D. Prior Agreement 2 2. . . . 1740665	Longs Longs Drug Stores Corp. ( Drugs )