Common use of Management Services and Administration Clause in Contracts

Management Services and Administration. 5.5.1. VERO II hereby appoints Company as VERO II's sole and exclusive manager and administrator of all day-to-day business functions. VERO II agrees that the purpose and intent of this Agreement is to relieve VERO II and Physician Employees to the maximum extent possible of the administrative, accounting, personnel and business aspects of their practice, with Company assuming responsibility and being given all necessary authority to perform these functions. Company agrees that VERO II and only VERO II will perform the medical functions of VERO II's practice. Company will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company may, however, advise VERO II as to the relationship between VERO II's performance of medical functions and the overall administrative and business functioning of VERO II's practice. To the extent that a Company employee assists Physician Employees in performing medical functions, such employees shall be subject to the professional direction and supervision of Physician Employees and in the performance of such medical functions shall not be subject to any direction or control by, or liability to, Company, except as may be specifically authorized by Company. 5.5.2. Company shall, on behalf of VERO II, ▇▇▇▇ patients and collect the professional fees for medical services rendered by VERO II or any Physician Employee, regardless of when or where such services are rendered. All ▇▇▇▇▇▇▇▇ for Physician Employee's services shall be made in the name of and under the provider number of VERO II. VERO II hereby appoints Company to be VERO II's true and lawful attorney-in-fact, for the following purposes: (i) to ▇▇▇▇ patients in VERO II's name and on VERO II's behalf; (ii) to collect Accounts Receivable resulting from such billing in VERO II's name and on VERO II's behalf; (iii) to receive payments from insurance companies, prepayments from health care plans, and all other Third-Party Payors; (iv) to take possession of and endorse in the name of VERO II (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's ▇▇▇▇) any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivable; and (v) to initiate legal proceedings in the name of VERO II to collect any accounts and monies owed to VERO II or any Physician Employee, to enforce the rights of VERO II as creditors under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority (or its fiscal intermediaries) as Third-Party Payors. Except for cash proceeds from the collection of Accounts Receivable purchased from VERO II by Company, Company shall deposit any cash receipts collected on behalf of VERO II into the VERO II Operating Account described in Section 5.11. 5.5.3. Company shall design, supervise and maintain possession of all files and records relating to the operation of VERO II, including but not limited to accounting, billing, patient medical records, and collection records. While the Company shall maintain custody, patient medical records shall at all times be and remain the property of VERO II and shall be located at the Practice Offices so that they are readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function and to sustain and ensure the availability of Third-Party Payor reimbursement for services rendered. The management of all files and records shall comply with applicable state and federal statutes. Company shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only as permitted by law, to the extent necessary to perform the services set forth herein. 5.5.4. Company shall supply to VERO II necessary clerical, accounting, bookkeeping and computer services, printing, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate service for the operation of the Practice Offices. 5.5.5. Subject to the overall guidance of the Policy Board, Company shall design and implement an adequate and appropriate public relations program on behalf of VERO II, with appropriate emphasis on public awareness of the availability of services at the Practice Offices. The public relations program shall be conducted in compliance with Applicable Law and regulations governing advertising by the medical profession and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO II. 5.5.6. Company shall provide the data necessary for VERO II to prepare VERO II's annual income tax returns. Company shall have no responsibility for the preparation of VERO II's federal or state income tax returns or the payment of such income taxes. Company shall prepare or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment tax returns with respect to the Physician Owners. 5.5.7. Company shall assist VERO II in recruiting additional physicians, carrying out such administrative functions as may be appropriate, such as advertising for and identifying potential candidates, obtaining credentials, and arranging interviews; provided, however, VERO II shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO II. All physicians recruited by Company and accepted by VERO II shall be the sole employees of VERO II, to the extent such physicians are hired as employees. 5.5.8. Company shall negotiate managed care contracts on behalf of VERO II and shall administer all managed care contracts in which VERO II participates. VERO II, at its discretion, shall have the right to enter into or reject such contracts negotiated by Company. 5.5.9. Company shall arrange for legal and accounting services related to operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally in the ordinary course of business, including the cost of enforcing any contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expenses. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect to the insurance provided for in Section 10.1.

Management Services and Administration. 5.5.1. VERO II (a) Oncology hereby appoints Company Response as VERO II's its sole and exclusive manager and administrator of all day-to-day business functionsfunctions connected with its group medical practice. VERO II Oncology agrees that the purpose and intent of this Service Agreement is to relieve VERO II Oncology, the Physician Stockholders and Physician Employees to the maximum extent possible of the administrative, accounting, payroll, accounts payable, personnel and business aspects of their its practice, with Company Response assuming responsibility for and being given all necessary authority to perform these functions. Company Response agrees that VERO II Oncology, and only VERO II Oncology, will perform the medical functions of VERO II's its practice. Company Response will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company Response may, however, advise VERO II Oncology as to the relationship between VERO II's its performance of medical functions and the overall administrative and business functioning of VERO II's its practice. To the extent that a Company employee assists Physician Employees they assist Oncology in performing medical functions, such employees all clinical personnel performing patient care services obtained and provided by Response shall be subject to the professional direction and supervision of Physician Employees and Oncology and, in the performance of such medical functions functions, shall not be subject to any direction or control by, or liability to, CompanyResponse, except as may be specifically authorized by CompanyOncology. Oncology hereby indemnifies and holds Response, its officers, directors, shareholders, agents and affiliates, their successors and assigns ("Indemnified Persons") harmless, and shall reimburse the Indemnified Persons for, from and against each claim, loss, liability, cost and expense (including, without limitation, interest, penalties, costs of preparation and investigation, and the reasonable fees and disbursement expenses of attorneys and other professional advisors) directly or indirectly relating to, resulting from or arising out of any medical function performed, or which should have been performed, under the supervision of Oncology or Physician Employees. 5.5.2. Company (b) Response shall, on behalf of VERO IIOncology, bill ▇▇▇▇ patients ients and Third Party Payors, and shall collect the professional fees for medical services rendered by VERO II or any Physician EmployeeOncology in each Clinic, regardless of when or where such for services are renderedperformed outside a Clinic for Oncology's hospitalized patients, and for all other professional and Clinic services. All ▇▇▇▇▇▇▇▇ for Physician EmployeeResponse's services billing and collection practice shall be made in the name consistent with those of and under the provider number of VERO IIcomparable, nationally recognized, well managed group medical practices. VERO II Oncology hereby appoints Company Response for the term hereof to be VERO II's its true and lawful attorney-in-fact, for the following purposes: (i) to bill ▇▇▇▇ patients ients in VERO IIOncology's name and on VERO II's its behalf; (ii) to collect Accounts Receivable resulting from such billing in VERO IIOncology's name and on VERO II's its behalf; (iii) to receive payments from insurance companies, prepayments from health care plans, and payments from all other Third-Third Party Payors; (iv) to take possession of and endorse in the name of VERO II Oncology (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's bill) ▇▇▇▇) any y notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivable; and (v) with the advance consent of the Oversight Committee, to initiate legal proceedings in the name of VERO II Oncology or any Physician Employee to collect any accounts and monies owed to VERO II Oncology, Clinic or any Physician Employee, to enforce the rights of VERO II Oncology or any Physician Employee as creditors a creditor under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority (or its fiscal intermediaries) as Third-Third Party Payors. Except All adjustments made for cash proceeds from the collection of Accounts Receivable purchased from VERO II by Companyuncollectible accounts, Company professional courtesies and other activities that do not generate a collectible fee shall deposit any cash receipts collected on behalf of VERO II into the VERO II Operating Account described be done in Section 5.11a reasonable and consistent manner. 5.5.3. Company (c) Response shall design, supervise and maintain possession custody of all files and records relating to the operation of VERO IIeach Clinic, including but not limited to accounting, billing, patient medical records, and collection records. While the Company shall maintain custody, patient Patient medical records shall at all times be and remain the property of VERO II Oncology and shall be located at the Practice Offices Clinic facilities so that they are readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function of such records, and to sustain and maintain such records so as to ensure the availability of Third-Party party Payor reimbursement for services rendered. The management of all files and records shall comply with applicable state and federal statutes. Company Response shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only as permitted by law, to for the extent limited purpose necessary to perform the services set forth herein; provided, however, in no event shall a breach of said confidentiality be deemed a default under this Agreement. 5.5.4. Company (d) Response shall supply to VERO II Oncology necessary clerical, accounting, payroll, bookkeeping and computer services, laundry, linen, uniforms, printing, stationary, advertising, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate item or service for the operation of a Clinic, the Practice Officescost of all of which shall be Clinic Expense. 5.5.5. (e) Subject to the overall guidance provisions of the Policy BoardSection 4.2(d), Company Response shall design and implement an adequate and appropriate marketing and public relations program programs on behalf of VERO IIOncology, with appropriate emphasis on public awareness of the availability of services at the Practice OfficesOncology's Clinics. The Any marketing or public relations program shall be conducted in compliance with Applicable Law applicable laws and regulations governing advertising by the medical profession and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO IIprofessionals. 5.5.6. Company (f) Response shall provide the data necessary for VERO II Oncology to prepare VERO II's its annual income tax returnsreturns and financial statements, and shall provide payroll and related services for Physician Employees. Company Response shall have no responsibility for the preparation filing of VERO II's federal or state income such tax returns or returns, the payment of such income taxes. Company shall prepare taxes or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment the cost of preparation of income tax returns with respect to the Physician Ownersor financial statements on behalf of Oncology or any physician employed thereby. 5.5.7. Company (g) Response shall assist VERO II Oncology in recruiting additional physicians, carrying out such administrative functions as may be appropriate, appropriate such as advertising for and identifying potential candidates, obtaining checking credentials, and arranging interviews; provided, however, VERO II Oncology shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO IIa Clinic. All physicians recruited by Company Response and accepted by VERO II Oncology shall be the sole employees of VERO IIOncology, to the extent such physicians are hired as employees. 5.5.8. Company shall negotiate managed care contracts on behalf of VERO II and shall administer all managed care contracts in which VERO II participates. VERO II, at its discretion, shall have the right to enter into or reject such contracts negotiated by Company. 5.5.9. Company shall arrange for legal and accounting services related to operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally in the ordinary course of business, including the cost of enforcing any contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expenses. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect Subject to the insurance provided for in Section 10.1.provisions of

Management Services and Administration. 5.5.1. VERO II TOC hereby appoints Company as VERO IITOC's sole and exclusive manager and administrator of all day-to-day business functions. VERO II TOC agrees that the purpose and intent of this Agreement is to relieve VERO II TOC and Physician Employees to the maximum extent possible of the administrative, accounting, personnel and business aspects of their practice, with Company assuming responsibility and being given all necessary authority to perform these functions. Company agrees that VERO II TOC and only VERO II TOC will perform the medical functions of VERO IITOC's practice. Company will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company may, however, advise VERO II TOC as to the relationship between VERO IITOC's performance of medical functions and the overall administrative and business functioning of VERO IITOC's practice. To the extent that a Company employee assists Physician Employees in performing medical functions, such employees shall be subject to the professional direction and supervision of Physician Employees and in the performance of such medical functions shall not be subject to any direction or control by, or liability to, Company, except as may be specifically authorized by Company. 5.5.2. Subject to the restrictions of any Health Care Law, Company shall, on behalf of VERO IITOC, ▇▇▇▇ patients and collect the professional fees for medical services rendered by VERO II or TOC, any Physician Employee, any Technical Employee and any Physician Extender Employee, regardless of when or where such services are rendered. All ▇▇▇▇▇▇▇▇ for Physician Employee's services shall be made in the name of and under the provider number of VERO IITOC. VERO II TOC hereby appoints Company to be VERO IITOC's true and lawful attorney-in-fact, for the following purposes: (i) to ▇▇▇▇ patients, insurers, healthcare plans, and other third-party payors on behalf of patients in VERO IITOC's name and on VERO IITOC's behalf; (ii) to collect Accounts Receivable resulting from such billing in VERO IITOC's name and on VERO IITOC's behalf; (iii) to receive payments from insurance companies, prepayments from health care plans, and all other Third-Party Payors; (iv) to take possession of and endorse in the name of VERO II TOC (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's ▇▇▇▇) any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivable; and (v) to initiate legal proceedings in the name of VERO II TOC to collect any accounts and monies owed to VERO II TOC or any Physician Employee, to enforce the rights of VERO II TOC as creditors under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority (or its fiscal intermediaries) as Third-Party Payors. Except for cash proceeds from the collection of Accounts Receivable purchased from VERO II by Company, Company shall deposit any cash receipts collected on behalf of VERO II into the VERO II Operating Account described in Section 5.11. 5.5.3. Company shall design, supervise and maintain possession of all files and records relating to the operation of VERO II, including but not limited to accounting, billing, patient medical records, and collection records. While the Company shall maintain custody, patient medical records shall at all times be and remain the property of VERO II and shall be located at the Practice Offices so that they are readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function and to sustain and ensure the availability of Third-Party Payor reimbursement for services rendered. The management of all files and records shall comply with applicable state and federal statutes. Company shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only as permitted by law, to the extent necessary to perform the services set forth herein. 5.5.4. Company shall supply to VERO II necessary clerical, accounting, bookkeeping and computer services, printing, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate service for the operation of the Practice Offices. 5.5.5. Subject to the overall guidance of the Policy Board, Company shall design and implement an adequate and appropriate public relations program on behalf of VERO II, with appropriate emphasis on public awareness of the availability of services at the Practice Offices. The public relations program shall be conducted in compliance with Applicable Law and regulations governing advertising by the medical profession and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO II. 5.5.6. Company shall provide the data necessary for VERO II to prepare VERO II's annual income tax returns. Company shall have no responsibility for the preparation of VERO II's federal or state income tax returns or the payment of such income taxes. Company shall prepare or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment tax returns with respect to the Physician Owners. 5.5.7. Company shall assist VERO II in recruiting additional physicians, carrying out such administrative functions as may be appropriate, such as advertising for and identifying potential candidates, obtaining credentials, and arranging interviews; provided, however, VERO II shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO II. All physicians recruited by Company and accepted by VERO II shall be the sole employees of VERO II, to the extent such physicians are hired as employees. 5.5.8. Company shall negotiate managed care contracts on behalf of VERO II and shall administer all managed care contracts in which VERO II participates. VERO II, at its discretion, shall have the right to enter into or reject such contracts negotiated by Company. 5.5.9. Company shall arrange for legal and accounting services related to operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally in the ordinary course of business, including the cost of enforcing any contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expenses. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect to the insurance provided for in Section 10.1.Third-

Management Services and Administration. 5.5.1. VERO II (a) Practice hereby appoints Company Manager as VERO II's its sole and exclusive manager and administrator of all day-to-day business functionsfunctions and Manager hereby accepts such appointment subject to the terms of this Agreement. VERO II Manager shall perform these duties through the Executive Director who shall utilize the assets and employees of Practice and third parties to do so. Practice agrees that the purpose and intent of this Service Agreement is to relieve VERO II and the Physician Employees Shareholders, to the maximum extent possible possible, of the administrative, accounting, personnel and business aspects of their its medical practice. The current business of Practice handled by employees of Practice will be administered and supervised by Manager, with Company Manager assuming responsibility and being given all necessary authority to perform administer and supervise these functionsfunctions in accordance with the general standards approved by the Executive Committee. Company Manager agrees that VERO II Practice and only VERO II Practice will perform the medical functions of VERO II's its medical practice. Company Manager will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company Manager may, however, advise VERO II Practice as to the relationship between VERO II's its performance of medical functions and the overall administrative and business functioning of VERO II's its medical practice. To the extent that a Company employee assists Physician Employees they assist Practice in performing medical functions, such employees all clinical personnel performing patient care services shall be subject to the professional direction and supervision of Physician Employees and Practice and, in the performance of such medical functions functions, shall not be subject to any direction or control by, or liability liability, to, CompanyManager, except as may be specifically authorized by CompanyPractice. 5.5.2. Company (b) (i) Manager shall, on behalf of VERO IIPractice, ▇▇▇▇ patients and collect the professional fees for medical services rendered by VERO II or any Physician EmployeePractice, regardless of when or where such for services are renderedperformed outside Practice for Practice's hospitalized patients, and for all other professional and Practice services. All ▇▇▇▇▇▇▇▇ for Physician Employee's services shall be made in the name of and under the provider number of VERO II. VERO II Practice hereby appoints Company Manager for the term hereof to be VERO II's its true and lawful attorney-in-fact, for the following purposes: (iA) to ▇▇▇▇ patients in VERO IIPractice's name and on VERO II's its behalf; (iiB) to collect Accounts Receivable accounts receivable resulting from such billing in VERO IIPractice's name and on VERO II's its behalf; (iiiC) to receive payments and prepayments from Blue Shield, insurance companies, prepayments from health care plans, Medicare, Medicaid and all other Third-Party Payorsthird party payors; (ivD) to take possession of and endorse in the name of VERO II Practice (and/or in the name of an individual physicianphysician providing services on behalf of Practice, such payment intended for purpose of payment of a physician's ▇▇▇▇) any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivableaccounts receivable; and (vE) to initiate the institution of legal proceedings in the name of VERO II Practice to collect any accounts and monies owed to VERO II or any Physician EmployeePractice in accordance with policies and procedures adopted by the Executive Committee, to enforce the rights of VERO II Practice as creditors under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority governmental agencies (or its their fiscal intermediaries) as Thirdthird-Party Payorsparty payors. Except for cash proceeds from the collection of Accounts Receivable purchased from VERO II by Company, Company shall deposit any cash receipts collected on behalf of VERO II into the VERO II Operating Account described in Section 5.11. 5.5.3. Company shall design, supervise and maintain possession of all files and records relating to the operation of VERO II, including but not limited to accounting, billing, patient medical records, and collection records. While the Company shall maintain custody, patient medical records shall at all times be and remain the property of VERO II and All Adjustments shall be located at the Practice Offices so that they are readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance made in a reasonable manner consistent with past practice of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function and to sustain and ensure the availability of Third-Party Payor reimbursement for services rendered. The management of all files and records shall comply with applicable state and federal statutes. Company shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only as permitted by law, to the extent necessary to perform the services set forth hereinPractice. 5.5.4. Company shall supply to VERO II necessary clerical, accounting, bookkeeping and computer services, printing, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate service for the operation of the Practice Offices. 5.5.5. Subject to the overall guidance of the Policy Board, Company shall design and implement an adequate and appropriate public relations program on behalf of VERO II, with appropriate emphasis on public awareness of the availability of services at the Practice Offices. The public relations program shall be conducted in compliance with Applicable Law and regulations governing advertising by the medical profession and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO II. 5.5.6. Company shall provide the data necessary for VERO II to prepare VERO II's annual income tax returns. Company shall have no responsibility for the preparation of VERO II's federal or state income tax returns or the payment of such income taxes. Company shall prepare or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment tax returns with respect to the Physician Owners. 5.5.7. Company shall assist VERO II in recruiting additional physicians, carrying out such administrative functions as may be appropriate, such as advertising for and identifying potential candidates, obtaining credentials, and arranging interviews; provided, however, VERO II shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO II. All physicians recruited by Company and accepted by VERO II shall be the sole employees of VERO II, to the extent such physicians are hired as employees. 5.5.8. Company shall negotiate managed care contracts on behalf of VERO II and shall administer all managed care contracts in which VERO II participates. VERO II, at its discretion, shall have the right to enter into or reject such contracts negotiated by Company. 5.5.9. Company shall arrange for legal and accounting services related to operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally in the ordinary course of business, including the cost of enforcing any contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expenses. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect to the insurance provided for in Section 10.1.

Management Services and Administration. 5.5.1. VERO II (a) Practice hereby appoints Company Manager as VERO II's its sole and exclusive manager and administrator of all day-to-day business functionsfunctions and Manager hereby accepts such appointment subject to the terms of this Agreement. VERO II Practice agrees that the purpose and intent of this Service Agreement is to relieve VERO II and the Physician Employees to the maximum extent possible of the administrative, accounting, personnel and business aspects of their the medical practice, the current business of Practice handled by employees who will become employees of Manager and administrative duties with Company respect to property leased or subleased by Practice to Manager, with Manager assuming responsibility and being given all necessary authority to perform these functionsfunctions in accordance with the general standards approved by the Policy Board. Company Manager agrees that VERO II Practice and only VERO II Practice will perform the medical functions of VERO II's its medical practice. Company Manager will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company Manager may, however, advise VERO II Practice as to the relationship between VERO II's its performance of medical functions and the overall administrative and business functioning of VERO II's its medical practice. To the extent that a Company employee assists Physician Employees they assist Practice in performing medical functions, such employees all clinical personnel performing patient care services shall be subject to the professional direction and supervision of Physician Employees and Practice and, in the performance of such medical functions functions, shall not be subject to any direction or control by, or liability liability, to, CompanyManager, except as may be specifically authorized by CompanyPractice. 5.5.2. Company (i) Manager shall, on behalf of VERO IIPractice, ▇▇bill patients a▇▇ patients and collect ▇ollect the professional fees for medical services rendered by VERO II or any Physician EmployeePractice in its medical practice, regardless of when or where such for services are renderedperformed outside Practice for its hospitalized patients, and for all other professional and Practice services. All ▇▇▇▇▇▇▇▇ for Physician Employee's services shall be made in the name of and under the provider number of VERO II. VERO II Practice hereby appoints Company Manager for the term hereof to be VERO II's its true and lawful attorney-in-fact, for the following purposes: (iA) to ▇bill patients in Practice's name ▇▇▇ patients in VERO II's name and on VERO II's its behalf; (iiB) to collect Accounts Receivable accounts receivable resulting from such billing in VERO IIPractice's name and on VERO II's its behalf; (iiiC) to receive payments and prepayments from Blue Shield, insurance companies, prepayments from health care plans, Medicare, Medicaid and all other Third-Party Payorsthird party payors; (ivD) to take possession of and endorse in the name of VERO II Practice (and/or in the name of an individual physicianphysician providing services on behalf of Practice, such payment intended for purpose of payment of a physician's ▇▇▇▇bill) any notes, checks, money ordersor▇▇▇▇, insurance payments and other instruments received in payment of Accounts Receivableaccounts receivable; and (vE) to initiate the institution of legal proceedings in the name of VERO II Practice to collect any accounts and monies owed to VERO II or any Physician EmployeePractice in accordance with policies and procedures adopted by the Policy Board, to enforce the rights of VERO II Practice as creditors under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority governmental agencies (or its their fiscal intermediaries) as Thirdthird-Party Payorsparty payors. Except for cash proceeds All Adjustments shall be made in a reasonable manner consistent with past customary course of conduct of Practice subject to any final adjustments required by auditors under Section 5.3. (ii) Practice shall establish and control a bank account at a bank (the "Bank") acceptable to Manager (the "Practice Account"). In connection herewith and throughout the term of this Agreement, Practice hereby appoints Manager as Practice's true and lawful agent and attorney-in-fact, and grants Manager a special power of attorney and Manager hereby accepts such special power of attorney and appointment, to deposit in the Practice Account all funds, fees, and revenues generated by Practice and collected by Manager. Practice shall execute any and all additional documents required by the Bank where the Practice Account is held to effectuate the power of attorney granted herein. Practice shall not draw checks on the Practice Account. Practice also agrees to establish this account with the Bank under terms which provide that the balance of the Practice Account at the close of each working day is transferred to a bank account of Manager (the "Manager Account") by means to be designated by Manager. Practice shall not revoke such daily transfer to the Manager's Account. Manager shall pay from funds in the collection Manager Account all Manager Expenses and the Management Fee as required under the terms of Accounts Receivable purchased from VERO II by Company, Company this Agreement. Practice shall establish a second account (the "Operating Account") to which Manager shall be a signatory and to which Manager shall deposit any cash receipts collected from time to time out of the Practice Account (to the extent available) amounts sufficient to enable Manager to pay from that account, on behalf of VERO II into Practice, Physician Expenses and Practice Surplus to be paid by Practice as Professional Compensation as provided under the VERO II Operating Account described in Section 5.11. 5.5.3. Company shall design, supervise terms of this Agreement and maintain possession principal payment on debts of all files and records relating to the operation of VERO II, including but not limited to accounting, billing, patient medical records, and collection records. While the Company shall maintain custody, patient medical records shall at all times be and remain the property of VERO II and shall be located at the Practice Offices so that they are readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function and to sustain and ensure the availability of Third-Party Payor reimbursement for services rendered. The management of all files and records shall comply with applicable state and federal statutes. Company shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only as permitted which were approved by law, to the extent necessary to perform the services set forth herein. 5.5.4. Company shall supply to VERO II necessary clerical, accounting, bookkeeping and computer services, printing, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate service for the operation of the Practice Offices. 5.5.5. Subject to the overall guidance of the Policy Board, Company shall design and implement an adequate and appropriate public relations program on behalf of VERO II, with appropriate emphasis on public awareness of when such repayments are due. If the availability of services at balance in the Practice Offices. The public relations program shall be conducted in compliance with Applicable Law and regulations governing advertising by the medical profession and applicable canons Account after subtraction of principles reserves for repayment of professional ethics of VERO II and Physician Employees of VERO II. 5.5.6. Company shall provide the data necessary for VERO II to prepare VERO II's annual income tax returns. Company shall have no responsibility for the preparation of VERO II's federal or state income tax returns or the payment of such income taxes. Company shall prepare or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment tax returns with respect to the Physician Owners. 5.5.7. Company shall assist VERO II in recruiting additional physicians, carrying out such administrative functions as may be appropriate, such as advertising for and identifying potential candidates, obtaining credentials, and arranging interviews; provided, however, VERO II shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO II. All physicians recruited by Company and accepted by VERO II shall be the sole employees of VERO II, debts (to the extent such physicians the debts are hired as employees. 5.5.8. Company shall negotiate managed care contracts on behalf not then being repaid) is insufficient to satisfy the obligations and liabilities of VERO II and shall administer all managed care contracts Practice at a particular point in which VERO II participates. VERO IItime, at its discretion, shall have the right to enter into or reject such contracts negotiated by Company. 5.5.9. Company shall arrange for legal and accounting services related to operations of disbursements from the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally Account shall be made in the ordinary course following priority: (A) Payments of business, including the cost interest and principal on debts of enforcing any contract with a Physician Employee containing restrictive covenants, provided such services shall be Practice that were approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expenses. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect Board to the insurance provided for in extent then due; (B) Payments of Management Fee attributable to collections by Practice from physicians pursuant to Section 10.1.7.4; (C) Payments of Manager Expenses;

Management Services and Administration. 5.5.1. VERO II (a) Provider hereby appoints Company IPS as VERO II's its sole and exclusive manager and administrator of for all day-to-day to day business functionsfunctions of the Practice. VERO II Provider agrees that the purpose and intent of this Practice Management Services Agreement is to relieve VERO II the Physician Stockholders and Physician Employees Employees, to the maximum extent possible possible, of the administrative, accounting, personnel and business aspects functions of their practice, with Company assuming the Practice and to have IPS assume responsibility for and being be given all necessary authority to perform these functions. Company IPS agrees that VERO II Provider, and only VERO II Provider, will perform the all medical functions of VERO II's its practice. Company IPS will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company IPS may, however, advise VERO II as to Provider regarding the relationship between VERO II's its performance of medical functions and the overall administrative and business functioning of VERO II's practicethe Practice. To the extent that a Company employee assists Physician Employees they assist Provider in performing medical functions, such employees all clinical support personnel provided by IPS shall be subject solely to the professional direction and supervision of Physician Employees Provider and in the performance of such medical functions functions, shall not be subject to any direction or control by, or liability to, CompanyIPS, except as may be specifically authorized by CompanyProvider. 5.5.2. Company (b) IPS shall, on behalf of VERO IIProvider, ▇▇▇▇ patients and collect the professional fees accounts receivable for medical services rendered by VERO II or any Physician EmployeeProvider at the Practice Sites, regardless of when or where such for services are renderedperformed outside the Practice Sites; for hospitalized patients; and for all other professional services. All ▇▇▇▇▇▇▇▇ for Physician Employee's services shall be made in the name of and under the provider number of VERO II. VERO II Provider hereby appoints Company IPS for the term hereof to be VERO II's its true and lawful attorney-in-fact, for the following purposes: (i) to ▇▇▇▇ patients in VERO II's Providers name and on VERO II's its behalf; (ii) to collect Accounts Receivable accounts receivable resulting from such billing in VERO II's Providers name and on VERO II's its behalf; (iii) to receive payments from Blue Shield, health and other insurance companies, prepayments from health care plans, Medicare, Medicaid and all other Third-Party Payorsthird party payors; (iv) to take possession of and to endorse in the name of VERO II Provider (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's ▇▇▇▇) any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivable; and (v) to initiate legal proceedings in the name of VERO II to collect any accounts and monies owed to VERO II or any Physician Employee, to enforce the rights of VERO II as creditors under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority (or its fiscal intermediaries) as Third-Party Payors. Except for cash proceeds from the collection of Accounts Receivable purchased from VERO II by Company, Company shall deposit any cash receipts collected on behalf of VERO II into the VERO II Operating Account described in Section 5.11. 5.5.3. Company shall design, supervise and maintain possession of all files and records relating to the operation of VERO II, including but not limited to accounting, billing, patient medical records, and collection records. While the Company shall maintain custody, patient medical records shall at all times be and remain the property of VERO II and shall be located at the Practice Offices so that they are readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function and to sustain and ensure the availability of Third-Party Payor reimbursement for services rendered. The management of all files and records shall comply with applicable state and federal statutes. Company shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only as permitted by law, to the extent necessary to perform the services set forth herein. 5.5.4. Company shall supply to VERO II necessary clerical, accounting, bookkeeping and computer services, printing, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate service for the operation of the Practice Offices. 5.5.5. Subject to the overall guidance of the Policy Board, Company shall design and implement an adequate and appropriate public relations program on behalf of VERO II, with appropriate emphasis on public awareness of the availability of services at the Practice Offices. The public relations program shall be conducted in compliance with Applicable Law and regulations governing advertising by the medical profession and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO II. 5.5.6. Company shall provide the data necessary for VERO II to prepare VERO II's annual income tax returns. Company shall have no responsibility for the preparation of VERO II's federal or state income tax returns or the payment of such income taxes. Company shall prepare or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment tax returns with respect to the Physician Owners. 5.5.7. Company shall assist VERO II in recruiting additional physicians, carrying out such administrative functions as may be appropriate, such as advertising for and identifying potential candidates, obtaining credentials, and arranging interviews; provided, however, VERO II shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO II. All physicians recruited by Company and accepted by VERO II shall be the sole employees of VERO II, to the extent such physicians are hired as employees. 5.5.8. Company shall negotiate managed care contracts on behalf of VERO II and shall administer all managed care contracts in which VERO II participates. VERO II, at its discretion, shall have the right to enter into or reject such contracts negotiated by Company. 5.5.9. Company shall arrange for legal and accounting services related to operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally in the ordinary course of business, including the cost of enforcing any contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expenses. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect to the insurance provided for in Section 10.1.,

Management Services and Administration. 5.5.1. VERO II ROAII hereby appoints Company as VERO IIROAII's sole and exclusive manager and administrator of all day-to-day business functions. VERO II ROAII agrees that the purpose and intent of this Agreement is to relieve VERO II ROAII and Physician Employees to the maximum extent possible of the administrative, accounting, personnel and business aspects of their practice, with Company assuming responsibility and being given all necessary authority to perform these functions. Company agrees that VERO II ROAII and only VERO II ROAII will perform the medical functions of VERO IIROAII's practice. Company will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company may, however, advise VERO II ROAII as to the relationship between VERO IIROAII's performance of medical functions and the overall administrative and business functioning of VERO IIROAII's practice. To the extent that a Company employee assists Physician Employees in performing medical functions, such employees shall be subject to the professional direction and supervision of Physician Employees and in the performance of such medical functions shall not be subject to any direction or control by, or liability to, Company, except as may be specifically authorized by Company. 5.5.2. Company shall, on behalf of VERO IIROAII, ▇▇▇▇ patients and collect the professional fees for medical services rendered by VERO II ROAII or any Physician Employee, regardless of when or where such services are rendered. All ▇▇▇▇▇▇▇▇ for Physician Employee's services shall be made in the name of and under the provider number of VERO IIROAII. VERO II ROAII hereby appoints Company to be VERO IIROAII's true and lawful attorney-in-fact, for the following purposes: (i) to ▇▇▇▇ patients in VERO IIROAII's name and on VERO IIROAII's behalf; (ii) to collect Accounts Receivable resulting from such billing in VERO IIROAII's name and on VERO IIROAII's behalf; (iii) to receive payments from insurance companies, prepayments from health care plans, and all other Third-Party Payors; (iv) to take possession of and endorse in the name of VERO II ROAII (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's ▇▇▇▇) any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivable; and (v) to initiate legal proceedings in the name of VERO II ROAII to collect any accounts and monies owed to VERO II ROAII or any Physician Employee, to enforce the rights of VERO II ROAII as creditors under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority (or its fiscal intermediaries) as Third-Party Payors. Except for cash proceeds from the collection of Accounts Receivable purchased from VERO II by Company, Company shall deposit any cash receipts collected on behalf of VERO II into the VERO II Operating Account described in Section 5.11. 5.5.3. Company shall design, supervise and maintain possession of all files and records relating to the operation of VERO II, including but not limited to accounting, billing, patient medical records, and collection records. While the Company shall maintain custody, patient medical records shall at all times be and remain the property of VERO II and shall be located at the Practice Offices so that they are readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function and to sustain and ensure the availability of Third-Party Payor reimbursement for services rendered. The management of all files and records shall comply with applicable state and federal statutes. Company shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only as permitted by law, to the extent necessary to perform the services set forth herein. 5.5.4. Company shall supply to VERO II necessary clerical, accounting, bookkeeping and computer services, printing, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate service for the operation of the Practice Offices. 5.5.5. Subject to the overall guidance of the Policy Board, Company shall design and implement an adequate and appropriate public relations program on behalf of VERO II, with appropriate emphasis on public awareness of the availability of services at the Practice Offices. The public relations program shall be conducted in compliance with Applicable Law and regulations governing advertising by the medical profession and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO II. 5.5.6. Company shall provide the data necessary for VERO II to prepare VERO II's annual income tax returns. Company shall have no responsibility for the preparation of VERO II's federal or state income tax returns or the payment of such income taxes. Company shall prepare or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment tax returns with respect to the Physician Owners. 5.5.7. Company shall assist VERO II in recruiting additional physicians, carrying out such administrative functions as may be appropriate, such as advertising for and identifying potential candidates, obtaining credentials, and arranging interviews; provided, however, VERO II shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO II. All physicians recruited by Company and accepted by VERO II shall be the sole employees of VERO II, to the extent such physicians are hired as employees. 5.5.8. Company shall negotiate managed care contracts on behalf of VERO II and shall administer all managed care contracts in which VERO II participates. VERO II, at its discretion, shall have the right to enter into or reject such contracts negotiated by Company. 5.5.9. Company shall arrange for legal and accounting services related to operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally in the ordinary course of business, including the cost of enforcing any contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expenses. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect to the insurance provided for in Section 10.1.Third-

Management Services and Administration. 5.5.1. VERO II 3.1.1 FCI hereby appoints Company INMD as VERO IIFCI's sole and exclusive manager and administrator of all of its day-to-day business functions. VERO II agrees that functions and grants INMD all the purpose necessary authority to carry out, with FCI's advice and intent consent, its duties and responsibilities pursuant to the terms of this Agreement is to relieve VERO II provide management and Physician administrative services (the "Management Services"). Physician-Employees to the maximum extent possible of the administrative, accounting, personnel and business aspects of their practice, with Company assuming responsibility and being given all necessary authority to perform these functions. Company agrees that VERO II FCI and only VERO II Physician-Employees of FCI will perform the medical functions of VERO II's its practice. Company INMD will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company may, however, advise VERO II as to the relationship between VERO II's performance of medical functions and the overall administrative and business functioning of VERO II's practice. To the extent that a Company employee assists Physician Employees they assist FCI in performing medical functions, such employees all Technical Employees provided by INMD shall be subject to the professional direction and supervision of Physician Employees and in the performance of such medical functions shall not be subject to any direction or control by, or liability to, Company, except as may be specifically authorized by CompanyFCI . 5.5.2. Company shall3.1.2 INMD will, on behalf of VERO IIFCI, ▇▇▇▇ patients and collect the professional fees for medical services Infertility Services rendered by VERO II or FCI at the Facilities, outside the Facilities for FCI's hospitalized patients, and for all other Infertility Services rendered by any Physician Employee or Other Professional Employee, regardless of when or where such services are rendered. All ▇▇▇▇▇▇▇▇ for Physician Employee's services shall be made in the name of and under the provider number of VERO II. VERO II FCI hereby appoints Company INMD for the term hereof to be VERO II's its true and lawful attorney-in-fact, for the following purposes: (i) to ▇▇▇▇ patients in VERO IIFCI's name and on VERO II's its behalf; (ii) to collect Accounts Receivable accounts receivable resulting from such billing in VERO IIFCI's name and on VERO II's its behalf; (iii) to receive payments from insurance companies, prepayments received from health care plans, and all other Thirdthird-Party Payorsparty payors; (iv) to take possession of and endorse in the name of VERO II FCI (and/or in the name of an individual physician, such payment intended for purpose any Physician Employee or Other Professional Employee rendering Infertility Services to patients of payment of a physician's ▇▇▇▇FCI) any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivableaccounts receivable; and (v) to initiate the institution of legal proceedings in the name of VERO II FCI , with FCI's advice and consent, to collect any accounts and monies owed to VERO II or any Physician EmployeeFCI, to enforce the rights of VERO II FCI as creditors creditor under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority governmental agencies (or its fiscal intermediaries) as Thirdthird-Party Payors. Except for cash proceeds from party payors. 3.1.3 INMD will provide the collection administrative services function of Accounts Receivable purchased from VERO II by Company, Company shall deposit any cash receipts collected supervising and maintaining (on behalf of VERO II into the VERO II Operating Account described in Section 5.11. 5.5.3. Company shall design, supervise and maintain possession of FCI) all files and records relating to the operation operations of VERO IIthe Facilities, including but not limited to accounting, billingaccounting and billing records, patient medical records, and collection records. While the Company shall maintain custody, patient Patient medical records shall at all times be and remain the property of VERO II FCI and shall be located at the Practice Offices so that they are Facilities and be readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function and to sustain and ensure the availability of Third-Party Payor reimbursement for services rendered. The INMD's management of all files and records shall comply with all applicable state and federal statuteslaws and regulations, including without limitation, those pertaining to confidentiality of patient records. Company The medical records of each patient shall use its best efforts be expressly deemed confidential and shall not be made available to preserve any third party except in compliance with all applicable laws, rules and regulations. INMD shall have access to such records in order to provide the Management Services hereunder, to perform billing functions, and to prepare for the defense of any lawsuit in which those records may be relevant. The obligation to maintain the confidentiality of patient medical records and use information contained in such records only as permitted by law, shall survive termination of this Agreement. FCI shall have unrestricted access to the extent necessary to perform the services set forth hereinall of its records at all times. 5.5.4. Company shall 3.1.4 INMD will supply to VERO II FCI all reasonably necessary clerical, accounting, bookkeeping and computer services, printing, postage and duplication services, medical transcribing services services, and any other ordinary, necessary or appropriate service administrative services reasonably necessary for the efficient operation of FCI's medical practice at the Practice OfficesFacilities. 5.5.5. 3.1.5 Subject to the overall guidance of the Policy BoardFCI's prior approval, Company INMD shall design and implement an adequate appropriate marketing and appropriate public relations program on behalf of VERO IIFCI, with appropriate emphasis on public awareness of the availability of services at the Practice OfficesInfertility Services from FCI. The public relations program shall be conducted in compliance with Applicable Law applicable laws and regulations governing advertising by the medical profession profession. FCI shall approve all advertising and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO IImarketing materials prior to use. 5.5.6. Company shall provide the data necessary for VERO II to prepare VERO II's annual income tax returns. Company shall have no responsibility for the preparation of VERO II's federal or state income tax returns or the payment of such income taxes. Company shall prepare or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment tax returns with respect to the Physician Owners. 5.5.7. Company shall 3.1.6 INMD will assist VERO II FCI in recruiting additional physicians, carrying out including such administrative functions as may be appropriate, such as advertising for and identifying potential candidates, obtaining checking credentials, and arranging interviews; provided, however, VERO II FCI shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO II. FCI All physicians recruited by Company INMD and accepted by VERO II FCI shall be the sole employees of VERO II, or independent contractors to the extent such physicians are hired as employeesFCI. 5.5.8. Company shall negotiate 3.1.7 INMD will assist FCI in negotiating any managed care contracts on behalf of VERO II and shall administer all managed care contracts to which FCI desires to become a party. INMD will provide administration assistance to FCI in which VERO II participates. VERO II, at fulfilling its discretion, shall have the right to enter into or reject obligations under any such contracts negotiated by Companycontract. 5.5.9. Company shall 3.1.8 INMD will arrange for legal and accounting services related to operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally as may be reasonably required in the ordinary course of businessFCI's operation, including the cost of enforcing any physician contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance . Nothing contained herein is intended to authorize INMD to settle any claim made by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expensesor against FCI. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall 3.1.9 INMD will negotiate for and cause premiums to be paid with respect to the insurance provided for in Section 10.1Article 10. 3.1.10 INMD will take such other reasonable actions to collect fees and pay expenses of the Facilities in a timely manner as are deemed reasonably necessary to facilitate the operation of FCI's medical practice at the Facilities.

Management Services and Administration. 5.5.13.1.1 The PA and Midwest acknowledge and agree that the Management Services and Facilities will be provided to PA and Midwest on a non-exclusive basis and that such Management Services and the Facilities may be shared by other entities and/or medical practices who have signed a management agreement with Management Company ("Co-Occupants"). VERO II Management Company will allocate resources and its personnel's time so as to fulfill its obligations under this Agreement. Notwithstanding anything herein to the contrary, nothing herein shall obligate Management Company to devote all of its personnel at the Facilities and Management Services to PA, Midwest and Co-Occupants, to the exclusion of anyone of them. 3.1.2 Providers hereby appoints appoint Management Company as VERO II's Providers' sole and exclusive manager and administrator of all of their day-to-day business functions. VERO II agrees that functions and grant Management Company all the purpose necessary authority to carry out, with Providers' advice and intent consent, its duties and responsibilities pursuant to the terms of this Agreement is to relieve VERO II provide the Management Services on a non-exclusive basis. Only Physician-Employees or their designees, whose credentials are reviewed and Physician Employees approved by Management Company prior to rendering any medical functions at the maximum extent possible of the administrativeFacilities, accounting, personnel and business aspects of their practice, with Company assuming responsibility and being given all necessary authority to perform these functions. Company agrees that VERO II and only VERO II will perform the medical functions of VERO II's practicethe Medical Practice. Management Company will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company may, however, advise VERO II as to the relationship between VERO II's performance of medical functions and the overall administrative and business functioning of VERO II's practice. To the extent that a Company employee assists Physician Employees in performing medical functions, such employees shall be subject to the professional direction and supervision of Physician Employees and in the performance of such medical functions shall not be subject to any direction or control by, or liability to, Company, except as may be specifically authorized by Company. 5.5.2. 3.1.3 Management Company shallwill, on behalf of VERO IIPA and Midwest, ▇▇▇▇ and in accordance with applicable laws, bill patients and other responsible persons and third-party payors and collect the professional fees for medical services Infertility Services rendered by VERO II or Providers to Providers' patients at the Facilities, outside the Facilities for PA's hospitalized patients, and for all other Infertility Services rendered by any Physician Physician- Employee, regardless of when Other Professional Employee, or where such services are renderedTechnical Employee. All ▇▇▇▇▇▇▇▇ Providers hereby appoint Management Company for Physician Employee's services shall be made in the name of and under the provider number of VERO II. VERO II hereby appoints Company term hereof to be VERO II's their true and lawful attorney-in-fact, for the following purposes: (i) to ▇▇▇▇ bill patients in VERO II's Providers' name and on VERO II's their behalf; (ii) to collect Accounts Receivable ▇▇ ▇ollect Receivables resulting from such billing in VERO II's Providers' name and on VERO II's their behalf; (iii) to receive payments from insurance companies, prepayments received from health care plans, and all other Thirdthird-Party Payorsparty payors; (iv) to take possession of and endorse in the name of VERO II Providers (and/or in the name of an individual physician, such payment intended for purpose any Physician-Employee or Other Professional Employee rendering Infertility Services to patients of payment of a physician's ▇▇▇▇PA) any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts ReceivableReceivables; and (v) to initiate the institution of legal proceedings in the name of VERO II Providers, with Providers' advice and consent, to collect any accounts and monies owed to VERO II or any Physician EmployeeProviders, to enforce the rights of VERO II either Provider as creditors creditor under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority governmental agencies (or its fiscal intermediaries) as Thirdthird-Party Payors. Except for cash proceeds from the party payors. 3.1.3.1 Prior to referring any Receivable to a collection of Accounts Receivable purchased from VERO II by Companyagency, or sending any letter, other than a standard billing cycle statement, or commencing litigation, Management Company shall deposit provide Providers with thirty (30) days' written notice of its intent to take such action. If within said period, Providers advise Management Company that Providers do not want (i) a particular Receivable or any cash receipts collected part thereof referred to a collection agency, or (ii) any letter other than a standard billing cycle statement sent or (iii) litigation commenced, then Providers will repurchase the Receivable from Management Company within thirty (30) days of such notice from Management Company. If Providers fail to repurchase the Receivable within the thirty (30) days, Management Company will proceed with such collection efforts, as it deems appropriate. 3.1.4 Management Company will provide the administrative services function of supervising and maintaining (on behalf of VERO II into the VERO II Operating Account described in Section 5.11. 5.5.3. Company shall design, supervise and maintain possession of Providers) all files and records relating to the operation operations of VERO IIthe Facilities, including but not limited to accountingaccounting and billing records, billingincluding for billing purposes, patient medical records, and collection records. While the Company shall maintain custody, patient Patient medical records shall at all times be and remain the property of VERO II PA and, if applicable, Midwest, and shall be located at the Practice Offices so that they are Facilities and be readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function and to sustain and ensure the availability of Third-Party Payor reimbursement for services rendered. The Management Company's management of all files and records shall comply with all applicable state and federal statuteslaws and regulations, including without limitation, those pertaining to confidentiality of patient records. The medical records of each patient shall be expressly deemed confidential and shall not be made available to any third party except in compliance with all applicable laws, rules and regulations. Management Company shall use its best efforts have access to preserve such records in order to provide the Management Services hereunder, to perform billing functions, and to prepare for the defense of any lawsuit in which those records may be relevant. The obligation to maintain the confidentiality of patient medical records and use information contained in such records only shall survive termination of this Agreement. Providers shall have access, on reasonable notice, to all of their records, including but not limited to documentation of any expense incurred by Management Company as permitted by lawCost of Services, whether on behalf of Providers or, to the extent necessary to perform Providers share payment of the services set forth hereinexpense, Providers and/or other Co-Occupants, at all times. 5.5.4. 3.1.5 Management Company shall will supply to VERO II Providers all reasonably necessary clerical, accounting, bookkeeping and computer services, printing, postage and duplication services, medical transcribing services services, and any other ordinary, necessary or appropriate service administrative services reasonably necessary for the efficient operation of the Practice Offices. 5.5.5. Subject to the overall guidance of the Policy Board, Company shall design and implement an adequate and appropriate public relations program on behalf of VERO II, with appropriate emphasis on public awareness of the availability of services Providers' businesses at the Practice Offices. The public relations program shall be conducted in compliance with Applicable Law and regulations governing advertising by the medical profession and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO IIFacilities. 5.5.6. Company shall provide the data necessary for VERO II to prepare VERO II's annual income tax returns. Company shall have no responsibility for the preparation of VERO II's federal or state income tax returns or the payment of such income taxes. Company shall prepare or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment tax returns with respect to the Physician Owners. 5.5.7. Company shall assist VERO II in recruiting additional physicians, carrying out such administrative functions as may be appropriate, such as advertising for and identifying potential candidates, obtaining credentials, and arranging interviews; provided, however, VERO II shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO II. All physicians recruited by Company and accepted by VERO II shall be the sole employees of VERO II, to the extent such physicians are hired as employees. 5.5.8. Company shall negotiate managed care contracts on behalf of VERO II and shall administer all managed care contracts in which VERO II participates. VERO II, at its discretion, shall have the right to enter into or reject such contracts negotiated by Company. 5.5.9. Company shall arrange for legal and accounting services related to operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally in the ordinary course of business, including the cost of enforcing any contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expenses. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect to the insurance provided for in Section 10.1.

Management Services and Administration. 5.5.1. VERO II GCOA hereby appoints Company as VERO IIGCOA's sole and exclusive manager and administrator of all day-to-day business functions. VERO II GCOA agrees that the purpose and intent of this Agreement is to relieve VERO II GCOA and Physician Employees to the maximum extent possible of the administrative, accounting, personnel and business aspects of their practice, with Company assuming responsibility and being given all necessary authority to perform these functions. Company agrees that VERO II GCOA and only VERO II GCOA will perform the medical functions of VERO IIGCOA's practice. Company will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company may, however, advise VERO II GCOA as to the relationship between VERO IIGCOA's performance of medical functions and the overall administrative and business functioning of VERO IIGCOA's practice. To the extent that a Company employee assists Physician Employees in performing medical functions, such employees shall be subject to the professional direction and supervision of Physician Employees and in the performance of such medical functions shall not be subject to any direction or control by, or liability to, Company, except as may be specifically authorized by Company. 5.5.2. Company shall, on behalf of VERO IIGCOA, ▇▇▇▇ patients and collect the professional fees for medical services rendered by VERO II GCOA or any Physician Employee, regardless of when or where such services are rendered. The parties acknowledge and agree that the Physician Owners will charge and collect, individually, fees for services such as medical legal services, depositions, consulting, teaching, and royalties and that any amounts collected by the Physician Owners as a result of the provision of the foregoing services shall not be considered a portion of Practice Net Revenue. Nothing in this Service Agreement shall be construed to prevent Physician Owners from extending professional courtesies, performing pro ▇▇▇▇ service, or providing family discounts in accordance with the past practice and procedure of GCOA. All ▇▇▇▇▇▇▇▇ for Physician Employee's services shall be made in the name of and under the provider number of VERO IIGCOA. VERO II GCOA hereby appoints Company to be VERO IIGCOA's true and lawful attorney-in-fact, for the following purposes: (i) to ▇▇▇▇ patients in VERO IIGCOA's name and on VERO IIGCOA's behalf; (ii) to collect Accounts Receivable resulting from such billing in VERO IIGCOA's name and on VERO IIGCOA's behalf; (iii) to receive payments from insurance companies, prepayments from health care plans, and all other Third-Party Payors; (iv) to take possession of and endorse in the name of VERO II GCOA (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's ▇▇▇▇) any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivable; and (v) to initiate legal proceedings in the name of VERO II GCOA to collect any accounts and monies owed to VERO II GCOA or any Physician Employee, to enforce the rights of VERO II GCOA as creditors under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority (or its fiscal intermediaries) as Third-Party Payors. Except for cash proceeds from the collection of Accounts Receivable purchased from VERO II by Company, Company shall deposit any cash receipts collected on behalf of VERO II into the VERO II Operating Account described in Section 5.11. 5.5.3. Company shall design, supervise and maintain possession of all files and records relating to the operation of VERO II, including but not limited to accounting, billing, patient medical records, and collection records. While the Company shall maintain custody, patient medical records shall at all times be and remain the property of VERO II and shall be located at the Practice Offices so that they are readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function and to sustain and ensure the availability of Third-Party Payor reimbursement for services rendered. The management of all files and records shall comply with applicable state and federal statutes. Company shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only as permitted by law, to the extent necessary to perform the services set forth herein. 5.5.4. Company shall supply to VERO II necessary clerical, accounting, bookkeeping and computer services, printing, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate service for the operation of the Practice Offices. 5.5.5. Subject to the overall guidance of the Policy Board, Company shall design and implement an adequate and appropriate public relations program on behalf of VERO II, with appropriate emphasis on public awareness of the availability of services at the Practice Offices. The public relations program shall be conducted in compliance with Applicable Law and regulations governing advertising by the medical profession and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO II. 5.5.6. Company shall provide the data necessary for VERO II to prepare VERO II's annual income tax returns. Company shall have no responsibility for the preparation of VERO II's federal or state income tax returns or the payment of such income taxes. Company shall prepare or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment tax returns with respect to the Physician Owners. 5.5.7. Company shall assist VERO II in recruiting additional physicians, carrying out such administrative functions as may be appropriate, such as advertising for and identifying potential candidates, obtaining credentials, and arranging interviews; provided, however, VERO II shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO II. All physicians recruited by Company and accepted by VERO II shall be the sole employees of VERO II, to the extent such physicians are hired as employees. 5.5.8. Company shall negotiate managed care contracts on behalf of VERO II and shall administer all managed care contracts in which VERO II participates. VERO II, at its discretion, shall have the right to enter into or reject such contracts negotiated by Company. 5.5.9. Company shall arrange for legal and accounting services related to operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally in the ordinary course of business, including the cost of enforcing any contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expenses. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect to the insurance provided for in Section 10.1.Third-

Management Services and Administration. 5.5.1. VERO II ROAII hereby appoints Company as VERO IIROAII's sole and exclusive manager and administrator of all day-to-day business functions. VERO II ROAII agrees that the purpose and intent of this Agreement is to relieve VERO II ROAII and Physician Employees to the maximum extent possible of the administrative, accounting, personnel and business aspects of their practice, with Company assuming responsibility and being given all necessary authority to perform these functions. Company agrees that VERO II ROAII and only VERO II ROAII will perform the medical functions of VERO IIROAII's practice. Company will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company may, however, advise VERO II ROAII as to the relationship between VERO IIROAII's performance of medical functions and the overall administrative and business functioning of VERO IIROAII's practice. To the extent that a Company employee assists Physician Employees in performing medical functions, such employees shall be subject to the professional direction and supervision of Physician Employees and in the performance of such medical functions shall not be subject to any direction or control by, or liability to, Company, except as may be specifically authorized by Company. 5.5.2. Company shall, on behalf of VERO IIROAII, ▇▇▇▇ patients and collect the professional fees for medical services rendered by VERO II ROAII or any Physician Employee, regardless of when or where such services are rendered. All ▇▇▇▇▇▇▇▇ for Physician Employee's services shall be made in the name of and under the provider number of VERO IIROAII. VERO II ROAII hereby appoints Company to be VERO IIROAII's true and lawful attorney-in-fact, for the following purposes: (i) to ▇▇▇▇ patients in VERO IIROAII's name and on VERO IIROAII's behalf; (ii) to collect Accounts Receivable resulting from such billing in VERO IIROAII's name and on VERO IIROAII's behalf; (iii) to receive payments from insurance companies, prepayments from health care plans, and all other Third-Party Payors; (iv) to take possession of and endorse in the name of VERO II ROAII (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's ▇▇▇▇) any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivable; and (v) to initiate legal proceedings in the name of VERO II to collect any accounts and monies owed to VERO II or any Physician Employee, to enforce the rights of VERO II as creditors under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority (or its fiscal intermediaries) as Third-Party Payors. Except for cash proceeds from the collection of Accounts Receivable purchased from VERO II by Company, Company shall deposit any cash receipts collected on behalf of VERO II into the VERO II Operating Account described in Section 5.11. 5.5.3. Company shall design, supervise and maintain possession of all files and records relating to the operation of VERO II, including but not limited to accounting, billing, patient medical records, and collection records. While the Company shall maintain custody, patient medical records shall at all times be and remain the property of VERO II and shall be located at the Practice Offices so that they are readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function and to sustain and ensure the availability of Third-Party Payor reimbursement for services rendered. The management of all files and records shall comply with applicable state and federal statutes. Company shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only as permitted by law, to the extent necessary to perform the services set forth herein. 5.5.4. Company shall supply to VERO II necessary clerical, accounting, bookkeeping and computer services, printing, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate service for the operation of the Practice Offices. 5.5.5. Subject to the overall guidance of the Policy Board, Company shall design and implement an adequate and appropriate public relations program on behalf of VERO II, with appropriate emphasis on public awareness of the availability of services at the Practice Offices. The public relations program shall be conducted in compliance with Applicable Law and regulations governing advertising by the medical profession and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO II. 5.5.6. Company shall provide the data necessary for VERO II to prepare VERO II's annual income tax returns. Company shall have no responsibility for the preparation of VERO II's federal or state income tax returns or the payment of such income taxes. Company shall prepare or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment tax returns with respect to the Physician Owners. 5.5.7. Company shall assist VERO II in recruiting additional physicians, carrying out such administrative functions as may be appropriate, such as advertising for and identifying potential candidates, obtaining credentials, and arranging interviews; provided, however, VERO II shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO II. All physicians recruited by Company and accepted by VERO II shall be the sole employees of VERO II, to the extent such physicians are hired as employees. 5.5.8. Company shall negotiate managed care contracts on behalf of VERO II and shall administer all managed care contracts in which VERO II participates. VERO II, at its discretion, shall have the right to enter into or reject such contracts negotiated by Company. 5.5.9. Company shall arrange for legal and accounting services related to operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally in the ordinary course of business, including the cost of enforcing any contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-ROAII to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expenses. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect to the insurance provided for in Section 10.1.

Management Services and Administration. 5.5.1. VERO II (a) Oncology hereby appoints Company Response as VERO II's its sole and exclusive manager and administrator of all day-to-day business functionsfunctions connected with its group medical practice. VERO II Oncology agrees that the purpose and intent of this Service Agreement is to relieve VERO II Oncology, the Physician Stockholders and Physician Employees to the maximum extent possible of the administrative, accounting, payroll, accounts payable, personnel and business aspects of their its practice, with Company Response assuming responsibility for and being given all necessary authority to perform these functions. Company Response agrees that VERO II Oncology, and only VERO II Oncology, will perform the medical functions of VERO II's its practice. Company Response will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company Response may, however, advise VERO II Oncology as to the relationship between VERO II's its performance of medical functions and the overall administrative and business functioning of VERO II's its practice. To the extent that a Company employee assists Physician Employees they assist Oncology in performing medical functions, such employees all clinical personnel performing patient care services obtained and provided by Response shall be subject to the professional direction and supervision of Physician Employees and Oncology and, in the performance of such medical functions functions, shall not be subject to any direction or control by, or liability to, CompanyResponse, except as may be specifically authorized by CompanyOncology. Oncology hereby indemnifies and holds Response, its officers, directors, shareholders, agents and affiliates, their successors and assigns ("Indemnified Persons") harmless, and shall reimburse the Indemnified Persons for, from and against each claim, loss, liability, cost and expense (including, without limitation, interest, penalties, costs of preparation and investigation, and the reasonable fees and disbursement expenses of attorneys and other professional advisors) directly or indirectly relating to, resulting from or arising out of any medical function performed, or which should have been performed, under the supervision of Oncology or Physician Employees. 5.5.2. Company (b) Response shall, on behalf of VERO IIOncology, bill patients and Third Party Payors, and shall collec▇ ▇▇▇▇ patients and collect the e professional fees for medical services rendered by VERO II or any Physician EmployeeOncology in each Clinic, regardless of when or where such for services are renderedperformed outside a Clinic for Oncology's hospitalized patients, and for all other professional and Clinic services. All ▇▇▇▇▇▇▇▇ for Physician EmployeeResponse's services billing and collection practice shall be made in the name consistent with those of and under the provider number of VERO IIcomparable, nationally recognized, well managed group medical practices. VERO II Oncology hereby appoints Company Response for the term hereof to be VERO II's its true and lawful attorney-in-fact, for the following purposes: (i) to ▇▇▇▇ bill patients in VERO IIOncology's name and on VERO II's its behalf; (ii▇▇) to collect Accounts Receivable resulting from such billing in VERO IIOncology's name and on VERO II's its behalf; (iii) to receive payments from insurance companies, prepayments from health care plans, and payments from all other Third-Third Party Payors; (iv) to take possession of and endorse in the name of VERO II Oncology (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's ▇▇▇▇bill) any notes, checks, money orders, insurance payments and paymen▇▇ ▇nd other instruments received in payment of Accounts Receivable; and (v) with the advance consent of the Oversight Committee, to initiate legal proceedings in the name of VERO II Oncology or any Physician Employee to collect any accounts and monies owed to VERO II Oncology, Clinic or any Physician Employee, to enforce the rights of VERO II Oncology or any Physician Employee as creditors a creditor under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority (or its fiscal intermediaries) as Third-Third Party Payors. Except All adjustments made for cash proceeds from the collection of Accounts Receivable purchased from VERO II by Companyuncollectible accounts, Company professional courtesies and other activities that do not generate a collectible fee shall deposit any cash receipts collected on behalf of VERO II into the VERO II Operating Account described be done in Section 5.11a reasonable and consistent manner. 5.5.3. Company (c) Response shall design, supervise and maintain possession custody of all files and records relating to the operation of VERO IIeach Clinic, including but not limited to accounting, billing, patient medical records, and collection records. While the Company shall maintain custody, patient Patient medical records shall at all times be and remain the property of VERO II Oncology and shall be located at the Practice Offices Clinic facilities so that they are readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function of such records, and to sustain and maintain such records so as to ensure the availability of Third-Party party Payor reimbursement for services rendered. The management of all files and records shall comply with applicable state and federal statutes. Company Response shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only as permitted by law, to for the extent limited purpose necessary to perform the services set forth herein; provided, however, in no event shall a breach of said confidentiality be deemed a default under this Agreement. 5.5.4. Company (d) Response shall supply to VERO II Oncology necessary clerical, accounting, payroll, bookkeeping and computer services, laundry, linen, uniforms, printing, stationary, advertising, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate item or service for the operation of a Clinic, the Practice Officescost of all of which shall be Clinic Expense. 5.5.5. (e) Subject to the overall guidance provisions of the Policy BoardSection 4.2(d), Company Response shall design and implement an adequate and appropriate marketing and public relations program programs on behalf of VERO IIOncology, with appropriate emphasis on public awareness of the availability of services at the Practice OfficesOncology's Clinics. The Any marketing or public relations program shall be conducted in compliance with Applicable Law applicable laws and regulations governing advertising by the medical profession and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO IIprofessionals. 5.5.6. Company (f) Response shall provide the data necessary for VERO II Oncology to prepare VERO II's its annual income tax returnsreturns and financial statements, and shall provide payroll and related services for Physician Employees. Company Response shall have no responsibility for the preparation filing of VERO II's federal or state income such tax returns or returns, the payment of such income taxes. Company shall prepare taxes or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment the cost of preparation of income tax returns with respect to the Physician Ownersor financial statements on behalf of Oncology or any physician employed thereby. 5.5.7. Company (g) Response shall assist VERO II Oncology in recruiting additional physicians, carrying out such administrative functions as may be appropriate, appropriate such as advertising for and identifying potential candidates, obtaining checking credentials, and arranging interviews; provided, however, VERO II Oncology shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO IIa Clinic. All physicians recruited by Company Response and accepted by VERO II Oncology shall be the sole employees of VERO IIOncology, to the extent such physicians are hired as employees. Subject to the provisions of Section 6.4, any expenses incurred in the recruitment of physicians, including, but not limited to, employment agency fees, relocation and interviewing expenses shall be Clinic Expenses. 5.5.8. Company (h) Subject to the provisions of Section 4.2(g), Response shall negotiate and administer all managed care contracts on behalf of VERO II and shall administer all managed care contracts in which VERO II participates. VERO II, at its discretion, shall have the right to enter into or reject such contracts negotiated by CompanyOncology. 5.5.9. Company (i) Subject to the provisions of Sections 5.3 and 5.5(f), Response shall arrange for legal and accounting services related to Clinic operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally in the ordinary course of business, including the cost of enforcing any physician contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded ExpensesExecutive Director. 5.5.10. Company (j) Response shall provide for the proper cleanliness of the premisesphysical premises occupied and/or utilized by Oncology, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect to the insurance provided for in Section 10.1.

Management Services and Administration. 5.5.1. VERO II GCOA hereby appoints Company as VERO IIGCOA's sole and exclusive manager and administrator of all day-to-day business functions. VERO II GCOA agrees that the purpose and intent of this Agreement is to relieve VERO II GCOA and Physician Employees to the maximum extent possible of the administrative, accounting, personnel and business aspects of their practice, with Company assuming responsibility and being given all necessary authority to perform these functions. Company agrees that VERO II GCOA and only VERO II GCOA will perform the medical functions of VERO IIGCOA's practice. Company will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company may, however, advise VERO II GCOA as to the relationship between VERO IIGCOA's performance of medical functions and the overall administrative and business functioning of VERO IIGCOA's practice. To the extent that a Company employee assists Physician Employees in performing medical functions, such employees shall be subject to the professional direction and supervision of Physician Employees and in the performance of such medical functions shall not be subject to any direction or control by, or liability to, Company, except as may be specifically authorized by Company. 5.5.2. Company shall, on behalf of VERO IIGCOA, ▇▇▇▇ patients and collect the professional fees for medical services rendered by VERO II GCOA or any Physician Employee, regardless of when or where such services are rendered. The parties acknowledge and agree that the Physician Owners will charge and collect, individually, fees for services such as medical legal services, depositions, consulting, teaching, and royalties and that any amounts collected by the Physician Owners as a result of the provision of the foregoing services shall not be considered a portion of Practice Net Revenue. Nothing in this Service Agreement shall be construed to prevent Physician Owners from extending professional courtesies, performing pro ▇▇▇▇ service, or providing family discounts in accordance with the past practice and procedure of GCOA. All ▇▇▇▇▇▇▇▇ for Physician Employee's services shall be made in the name of and under the provider number of VERO IIGCOA. VERO II GCOA hereby appoints Company to be VERO IIGCOA's true and lawful attorney-in-fact, for the following purposes: (i) to ▇▇▇▇ patients in VERO IIGCOA's name and on VERO IIGCOA's behalf; (ii) to collect Accounts Receivable resulting from such billing in VERO IIGCOA's name and on VERO IIGCOA's behalf; (iii) to receive payments from insurance companies, prepayments from health care plans, and all other Third-Party Payors; (iv) to take possession of and endorse in the name of VERO II (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's ▇▇▇▇) any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivable; and (v) to initiate legal proceedings in the name of VERO II to collect any accounts and monies owed to VERO II or any Physician Employee, to enforce the rights of VERO II as creditors under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority (or its fiscal intermediaries) as Third-Party Payors. Except for cash proceeds from the collection of Accounts Receivable purchased from VERO II by Company, Company shall deposit any cash receipts collected on behalf of VERO II into the VERO II Operating Account described in Section 5.11. 5.5.3. Company shall design, supervise and maintain possession of all files and records relating to the operation of VERO II, including but not limited to accounting, billing, patient medical records, and collection records. While the Company shall maintain custody, patient medical records shall at all times be and remain the property of VERO II and shall be located at the Practice Offices so that they are readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function and to sustain and ensure the availability of Third-Party Payor reimbursement for services rendered. The management of all files and records shall comply with applicable state and federal statutes. Company shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only as permitted by law, to the extent necessary to perform the services set forth herein. 5.5.4. Company shall supply to VERO II necessary clerical, accounting, bookkeeping and computer services, printing, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate service for the operation of the Practice Offices. 5.5.5. Subject to the overall guidance of the Policy Board, Company shall design and implement an adequate and appropriate public relations program on behalf of VERO II, with appropriate emphasis on public awareness of the availability of services at the Practice Offices. The public relations program shall be conducted in compliance with Applicable Law and regulations governing advertising by the medical profession and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO II. 5.5.6. Company shall provide the data necessary for VERO II to prepare VERO II's annual income tax returns. Company shall have no responsibility for the preparation of VERO II's federal or state income tax returns or the payment of such income taxes. Company shall prepare or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment tax returns with respect to the Physician Owners. 5.5.7. Company shall assist VERO II in recruiting additional physicians, carrying out such administrative functions as may be appropriate, such as advertising for and identifying potential candidates, obtaining credentials, and arranging interviews; provided, however, VERO II shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO II. All physicians recruited by Company and accepted by VERO II shall be the sole employees of VERO II, to the extent such physicians are hired as employees. 5.5.8. Company shall negotiate managed care contracts on behalf of VERO II and shall administer all managed care contracts in which VERO II participates. VERO II, at its discretion, shall have the right to enter into or reject such contracts negotiated by Company. 5.5.9. Company shall arrange for legal and accounting services related to operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally in the ordinary course of business, including the cost of enforcing any contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expenses. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect to the insurance provided for in Section 10.1.

Management Services and Administration. 5.5.1. VERO II (a) Provider hereby appoints Company IPS as VERO II's its sole and exclusive manager and administrator of for all day-to-day to day business functionsfunctions of the Practice. VERO II Provider agrees that the purpose and intent of this Practice Management Services Agreement is to relieve VERO II the Physician Stockholders and Physician Employees Employees, to the maximum extent possible possible, of the administrative, accounting, personnel and business aspects functions of their practice, with Company assuming the Practice and to have IPS assume responsibility for and being be given all necessary authority to perform these functions. Company IPS agrees that VERO II Provider, and only VERO II Provider, will perform the all medical functions of VERO II's its practice. Company IPS will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company IPS may, however, advise VERO II as to Provider regarding the relationship between VERO II's its performance of medical functions and the overall administrative and business functioning of VERO II's practicethe Practice. To the extent that a Company employee assists Physician Employees they assist Provider in performing medical functions, such employees all clinical support personnel provided by IPS shall be subject solely to the professional direction and supervision of Physician Employees Provider and in the performance of such medical functions functions, shall not be subject to any direction or control by, or liability to, CompanyIPS, except as may be specifically authorized by CompanyProvider. 5.5.2. Company (b) IPS shall, on behalf of VERO IIProvider, ▇▇▇▇ patients and collect the professional fees for medical services rendered by VERO II or any Physician EmployeeProvider at the Practice Sites, regardless of when or where such for services are renderedperformed outside the Practice Sites; for hospitalized patients; and for all other professional services. All ▇▇▇▇▇▇▇▇ for Physician Employee's services shall be made in the name of and under the provider number of VERO II. VERO II Provider hereby appoints Company IPS for the term hereof to be VERO II's its true and lawful attorney-in-fact, for the following purposes: (i) to ▇▇▇▇ patients in VERO II's Providers name and on VERO II's its behalf; (ii) to collect Accounts Receivable accounts receivable resulting from such billing in VERO II's Providers name and on VERO II's its behalf; (iii) to receive payments from Blue Shield, health and other insurance companies, prepayments from health care plans, Medicare, Medicaid and all other Third-Party Payorsthird party payors; (iv) to take possession of and to endorse in the name of VERO II Provider (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's ▇▇▇▇) any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivable; and (v) to initiate legal proceedings in the name of VERO II to collect any accounts and monies owed to VERO II or any Physician Employee, to enforce the rights of VERO II as creditors under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority (or its fiscal intermediaries) as Third-Party Payors. Except for cash proceeds from the collection of Accounts Receivable purchased from VERO II by Company, Company shall deposit any cash receipts collected on behalf of VERO II into the VERO II Operating Account described in Section 5.11. 5.5.3. Company shall design, supervise and maintain possession of all files and records relating to the operation of VERO II, including but not limited to accounting, billing, patient medical records, and collection records. While the Company shall maintain custody, patient medical records shall at all times be and remain the property of VERO II and shall be located at the Practice Offices so that they are readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function and to sustain and ensure the availability of Third-Party Payor reimbursement for services rendered. The management of all files and records shall comply with applicable state and federal statutes. Company shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only as permitted by law, to the extent necessary to perform the services set forth herein. 5.5.4. Company shall supply to VERO II necessary clerical, accounting, bookkeeping and computer services, printing, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate service for the operation of the Practice Offices. 5.5.5. Subject to the overall guidance of the Policy Board, Company shall design and implement an adequate and appropriate public relations program on behalf of VERO II, with appropriate emphasis on public awareness of the availability of services at the Practice Offices. The public relations program shall be conducted in compliance with Applicable Law and regulations governing advertising by the medical profession and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO II. 5.5.6. Company shall provide the data necessary for VERO II to prepare VERO II's annual income tax returns. Company shall have no responsibility for the preparation of VERO II's federal or state income tax returns or the payment of such income taxes. Company shall prepare or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment tax returns with respect to the Physician Owners. 5.5.7. Company shall assist VERO II in recruiting additional physicians, carrying out such administrative functions as may be appropriate, such as advertising for and identifying potential candidates, obtaining credentials, and arranging interviews; provided, however, VERO II shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO II. All physicians recruited by Company and accepted by VERO II shall be the sole employees of VERO II, to the extent such physicians are hired as employees. 5.5.8. Company shall negotiate managed care contracts on behalf of VERO II and shall administer all managed care contracts in which VERO II participates. VERO II, at its discretion, shall have the right to enter into or reject such contracts negotiated by Company. 5.5.9. Company shall arrange for legal and accounting services related to operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally in the ordinary course of business, including the cost of enforcing any contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expenses. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect to the insurance provided for in Section 10.1.,

Management Services and Administration. 5.5.1. VERO Princeton II hereby appoints Company as VERO Princeton II's sole and exclusive manager and administrator of all day-to-day business functions. VERO Princeton II agrees that the purpose and intent of this Agreement is to relieve VERO Princeton II and Physician Employees to the maximum extent possible of the administrative, accounting, personnel and business aspects of their practice, with Company assuming responsibility and being given all necessary authority to perform these functions. Company agrees that VERO Princeton II and only VERO Princeton II will perform the medical functions of VERO Princeton II's practice. Company will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company may, however, advise VERO Princeton II as to the relationship between VERO Princeton II's performance of medical functions and the overall administrative and business functioning of VERO Princeton II's practice. To the extent that a Company employee assists Physician Employees in performing medical functions, such employees shall be subject to the professional direction and supervision of Physician Employees and in the performance of such medical functions shall not be subject to any direction or control by, or liability to, Company, except as may be specifically authorized by Company. 5.5.2. Company shall, on behalf of VERO Princeton II, ▇▇▇▇ patients and collect the professional fees for medical services rendered by VERO Princeton II or any Physician Employee, regardless of when or where such services are rendered. All ▇▇▇▇▇▇▇▇ for Physician Employee's services shall be made in the name of and under the provider number of VERO Princeton II. VERO Princeton II hereby appoints Company to be VERO Princeton II's true and lawful attorney-in-fact, for the following purposes: (i) to ▇▇▇▇ patients in VERO Princeton II's name and on VERO Princeton II's behalf; (ii) to collect Accounts Receivable resulting from such billing in VERO Princeton II's name and on VERO Princeton II's behalf; (iii) to receive payments from insurance companies, prepayments from health care plans, and all other Third-Party Payors; (iv) to take possession of and endorse in the name of VERO Princeton II (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's ▇▇▇▇) any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivable; and (v) to initiate legal proceedings in the name of VERO Princeton II to collect any accounts and monies owed to VERO II or any Physician Employee, to enforce the rights of VERO II as creditors under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority (or its fiscal intermediaries) as Third-Party Payors. Except for cash proceeds from the collection of Accounts Receivable purchased from VERO II by Company, Company shall deposit any cash receipts collected on behalf of VERO II into the VERO II Operating Account described in Section 5.11. 5.5.3. Company shall design, supervise and maintain possession of all files and records relating to the operation of VERO II, including but not limited to accounting, billing, patient medical records, and collection records. While the Company shall maintain custody, patient medical records shall at all times be and remain the property of VERO II and shall be located at the Practice Offices so that they are readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function and to sustain and ensure the availability of Third-Party Payor reimbursement for services rendered. The management of all files and records shall comply with applicable state and federal statutes. Company shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only as permitted by law, to the extent necessary to perform the services set forth herein. 5.5.4. Company shall supply to VERO II necessary clerical, accounting, bookkeeping and computer services, printing, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate service for the operation of the Practice Offices. 5.5.5. Subject to the overall guidance of the Policy Board, Company shall design and implement an adequate and appropriate public relations program on behalf of VERO II, with appropriate emphasis on public awareness of the availability of services at the Practice Offices. The public relations program shall be conducted in compliance with Applicable Law and regulations governing advertising by the medical profession and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO II. 5.5.6. Company shall provide the data necessary for VERO II to prepare VERO II's annual income tax returns. Company shall have no responsibility for the preparation of VERO II's federal or state income tax returns or the payment of such income taxes. Company shall prepare or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment tax returns with respect to the Physician Owners. 5.5.7. Company shall assist VERO II in recruiting additional physicians, carrying out such administrative functions as may be appropriate, such as advertising for and identifying potential candidates, obtaining credentials, and arranging interviews; provided, however, VERO II shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO II. All physicians recruited by Company and accepted by VERO II shall be the sole employees of VERO II, to the extent such physicians are hired as employees. 5.5.8. Company shall negotiate managed care contracts on behalf of VERO II and shall administer all managed care contracts in which VERO II participates. VERO II, at its discretion, shall have the right to enter into or reject such contracts negotiated by Company. 5.5.9. Company shall arrange for legal and accounting services related to operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally in the ordinary course of business, including the cost of enforcing any contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expenses. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect to the insurance provided for in Section 10.1.any