Dialysis Organization Agreement Information Sheet

PRODUCT: Aranesp^®

“Qualified [DELETED] Purchases” shall mean Products purchased by Dialysis Center, Designated Affiliates or Managed Centers during the term of this Agreement from an Authorized Wholesaler (or from Amgen pursuant to Section 2.3) and confirmed by

Amgen through sales tracking data. Qualified [DELETED] Purchases for each Product shall be adjusted [DELETED] during the relevant comparison periods such that any calculation shall [DELETED].

Affiliates. Only purchases of Products made by Dialysis Center, its Designated Affiliates and Managed Centers shall be eligible for the pricing, discounts, rebates and/or incentives granted pursuant to this Agreement. Dialysis Center shall have the right to remove its Affiliates from the list of Designated Affiliates and to remove Managed Centers from the list of Managed Centers by thirty (30) days prior written notice to Amgen. Dialysis Center shall have the right to add its Affiliates and Managed Centers to the list of Designated Affiliates or Managed Centers as appropriate with prior written notice to Amgen and upon Amgen’s approval, which shall not be unreasonably conditioned, withheld or delayed, it being understood that Dialysis Center shall use its commercially reasonable best efforts to provide Amgen and the applicable Authorized Wholesaler with at least thirty (30) days prior written notice in situations involving de novo clinics and at least fifteen (15) days prior written notice in the case of clinics that are acquired by Dialysis Center or that enter into management or administrative service agreements with Dialysis Center. In the event Dialysis Center provides fifteen (15) or fewer days prior written notice, Dialysis Center agrees to coordinate with Dialysis Center’s Authorized Wholesaler to ensure purchases made by such Affiliates and/or Managed Centers are credited to Dialysis Center upon the date Amgen adds such Affiliates and/or Managed Centers to the Agreement. Amgen shall restrict the dissemination of information pertaining to new Affiliates and Managed Centers to its employees, agents and contractors that have a need to know such information. So long as Dialysis Center has used its commercially reasonable best efforts to provide such advance notice to Amgen, such new Affiliates and Managed Centers shall be added to the lists of Designated Affiliates or Managed Centers, as appropriate, as of the date of acquisition by Dialysis Center or the commencement of the management relationship between Dialysis Center and Managed Center or such later date specified by Dialysis Center. All purchases of Products made on and after the date such Designated Affiliates and Managed Centers are added to the Agreement shall constitute “Qualified Gross Purchases” and “Qualified [DELETED] Purchases” under this Agreement and shall be included for purposes of eligibility and calculation of each and every rebate and/or incentive provided hereunder and in Exhibit 3.1 (which is incorporated by reference hereto and made a part of this Agreement), including but not limited to the [DELETED]. Amgen shall pay all such rebates and/or incentives unless Amgen can demonstrate to Dialysis Center that it is obligated to pay rebates and/or incentive to any person or entity other than Dialysis Center, which rebate and/or incentive results from (and is equivalent in amount to those rebates and/or incentives payable to Dialysis Center hereunder with

respect to) those purchases of Product attributed to Dialysis Center. In the event of a change to information regarding a Designated Affiliate or Managed Center (such as address), Dialysis Center shall promptly notify Amgen and Amgen shall update the relevant list. Amgen shall reserve the right in its reasonable discretion to remove Designated Affiliates or Managed Centers of Dialysis Center from the list of Designated Affiliates and Managed Centers in accordance with the following: termination of any Designated Affiliate or Managed Center by Amgen shall be effective (a) immediately in instances in which Amgen determines, in its sole discretion, that such immediate termination is required by law or order of any court or regulatory agency or as a result of negligence or willful misconduct in the use or administration of Products by such Designated Affiliate or Managed Center; or (b) upon thirty (30) days prior written notice to Dialysis Center in all other instances; provided, however, that Dialysis Center shall have the right to object to the removal of a Designated Affiliate or Managed Center other than if required by law or order of any court or regulatory agency, but must notify Amgen within five (5) business days of such objection, explaining the basis for such objection; and provided further, that such termination shall be effective before the expiration of such thirty (30) days where Dialysis Center requests or consents to such earlier termination. Dialysis Center shall ensure compliance with the terms and conditions of this Agreement applying to Dialysis Center by its Designated Affiliates and Managed Centers. Dialysis Center shall be liable for the acts and omissions of its Designated Affiliates and Managed Centers, and Amgen shall have the right (but not the obligation) to proceed directly against Dialysis Center in the event of a breach of this Agreement by any such Designated Affiliate or Managed Center, without first proceeding against such Designated Affiliate or Managed Center.

Own Use. Dialysis Center hereby certifies that Products purchased hereunder shall be for Dialysis Center, its Designated Affiliates and its Managed Centers “own use” for the

treatment of dialysis patients. Only Products purchased for Dialysis Center’s, its Designated Affiliates’ or its Managed Centers’ “own use” for the treatment of dialysis patients shall be eligible for the pricing, discounts, rebates and/or incentives granted pursuant to this Agreement. Dialysis Center, its Designated Affiliates and its Managed Centers covenant that they shall not seek any such pricing, discounts, rebates and/or incentives for any Products not for its or their “own use” for the treatment of dialysis patients, and shall promptly notify Amgen in the event Amgen does provide Dialysis Center, its Designated Affiliate or a Managed Center any such pricing, discount, rebates and/or incentives.

Verification and Audit. Rebates and/or incentives specified herein are subject to verification and audit of the relevant purchase and other data (including Data supplied pursuant to Article 4), as reasonably necessary to calculate amounts payable hereunder.

Dialysis Center, its Designated Affiliates and Managed Centers shall maintain its and their books and records in accordance with U.S. generally accepted accounting principles, consistently applied. To the extent [DELETED] the calculation of any rebate and/or incentive described in this Agreement in order to audit and assure compliance with the terms of this Agreement, [DELETED] provide written notice of same [DELETED]. Any such audit shall be conducted during normal business hours, and so as not to unreasonably interfere with the business [DELETED]. In the event any such audit [DELETED] shows that Dialysis Center, its Designated Affiliates or Managed Centers have submitted incorrect information resulting in Dialysis Center receiving in excess of [DELETED] of the amount to which it was entitled in any [DELETED]. Dialysis Center shall reimburse Amgen the reasonable costs of such audit; [DELETED]. Following any audit that shows any over or underpayment hereunder, the relevant party shall, within sixty (60) days, make payment to the other party for the difference between the amount paid hereunder and the amount actually payable hereunder based upon the results of such audit.

Certification Requirements. Promptly following the date of execution of this Agreement by the parties, Dialysis Center shall engage (at Amgen’s sole cost and expense) a Statistician to render a Certification to Dialysis Center. In connection with the delivery of the Certification the parties agree to use their reasonable best efforts to facilitate the delivery of such Certification in an expedited manner. In support of the foregoing and in acknowledgement that the delivery of Data hereunder is contemplated to be an ongoing obligation of Dialysis Center, the parties agree to amend or supplement this Agreement from time to time to reflect those additional representations, warranties or covenants of the parties as are necessary to support any conditions, requirements or assumptions

contained in such Certification (the “Certification Requirements”). During the term of this Agreement and upon request from Dialysis Center (which request shall not be more frequently than twice per calendar year, if at all), Amgen agrees to certify to Dialysis Center in writing that the Certification Requirements have been fulfilled and that any representations or covenants of Amgen contained in this Agreement (or in any amendment or supplement hereto) in support of such Certification Requirements are true and correct or have been satisfied, as the case may be. Notwithstanding anything in this Agreement to the contrary, Amgen shall be under no obligation to pay any rebates or incentives pursuant to this Agreement, unless and until the initial Certification is issued.

Amgen Activities; Permitted Data Elements. Subject to the requirements of any Certification, Amgen represents, warrants, covenants and agrees that (a) absent the express written consent of Dialysis Center, and other than linking with fields of

information that contain only Permitted Data Elements, Amgen will not link or combine the Data, at the patient level, with other data elements or otherwise enhance the Data; and (b) Amgen will delete all Restricted Data Elements from its “outcomes plus” database. For purposes of the foregoing and this Agreement, the following definitions shall apply: (i) “Restricted Data Element” shall mean any data element other than a Permitted Data Element; and (ii) “Permitted Data Element” shall mean the data elements comprising the Data as set forth on Schedule 4.1, as well as any other data element that identifies dates of service (including admission dates and discharge dates), gender, age or ICD-9 diagnosis and procedure codes. To the extent that Amgen desires to expand the list of Permitted Data Elements, Amgen shall so inform Dialysis Center in writing and identify the additional data elements desired to be included as a Permitted Data Element hereunder. Upon receipt of such notice, Dialysis Center will promptly engage, at ▇▇▇▇▇’s expense, a Statistician to render a written Certification to Dialysis Center with respect to the Data, taking into account the desired expansion of the Permitted Data Elements. In connection with the foregoing, such Statistician shall provide a timeline to both Dialysis Center and Amgen setting forth the required time and any additional information necessary for such Statistician to conduct an appropriate review of such new desired Permitted Data Elements, and inform the parties whether a Certification can be rendered within thirty (30) days. To the extent that such Statistician determines that such Certification cannot be rendered within such 30-day time period, Dialysis Center and Amgen shall work together in good faith to identify a mutually acceptable alternate solution.

Termination. In addition to any other legal or equitable remedies which may be available to either party upon breach by the other party, such party may terminate this Agreement for a material breach upon thirty (30) days advance written notice specifying the breach, provided that such breach remains uncured at the end of the thirty (30) day period, [DELETED]. In addition, in the event that Dialysis Center materially breaches any provision of this Agreement, and such breach remains uncured for thirty (30) days following

written notice by Amgen specifying the breach, [DELETED], Amgen shall have no obligation to continue to offer the terms described herein or pay any further discounts, rebates and/or incentives to Dialysis Center, except those discounts, rebates and/or incentives earned by Dialysis Center up to the time of a breach which results in termination.

If to Amgen:

Amgen USA Inc.

One Amgen Center Drive, M/S 37-2-B

Thousand Oaks, CA 91320-1789

Attn: Sr. Contract and Pricing Analyst – Nephrology Business Unit

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to :

Amgen USA Inc.

One Amgen Center Drive, M/S 28-2-D

Thousand Oaks, CA 91320-1789

Attn: General Counsel

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

If to Amgen Inc.:

Amgen Inc.

One Amgen Center Drive, M/S 28-2-D

Thousand Oaks, CA 91320-1789

Attn:

Fax No.:

If to Dialysis Center:

DaVita Inc.

15253 Bake Parkway

Irvine, California 92618

Attn: Senior Vice-President of Purchasing

Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

DaVita Inc.

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

El Segundo, CA 90245

Attn: General Counsel

Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇

Confidentiality. By the nature, terms and performance of this Agreement, Amgen and Dialysis Center acknowledge and agree that the parties will exchange confidential and proprietary information (including business and clinical practices and protocols and patient information, “Confidential Information”.) Confidential Information includes not only written information but also information transferred orally, visually, electronically, in a machine readable format or by any other means and includes all notes, analyses, compilations, studies and summaries thereof containing or based on, in whole or in part, any Confidential Information. Confidential Information does not include any information which the receiving party can show was publicly available prior to the receipt of such information by the receiving party, or thereafter became publicly available other than by

any breach of this Agreement by the receiving party. Information shall be deemed “publicly available” if it is a matter of public knowledge or is contained in materials available to the public. Accordingly, the parties agree (a) to hold all such Confidential Information (including but not limited to the terms of this Agreement) received from the other in confidence and to use such Confidential Information solely for the purposes set forth in this Agreement; and (b) to not disclose any such Confidential Information received from the other, or the terms of this Agreement, to any third party (including Amgen Inc. or any other affiliate of Amgen), or otherwise make such information public without prior written authorization of the other party, except where such disclosure is contemplated hereunder or required by law or pursuant to subpoena or court or administrative order, and then only upon prior written notification to the other party (giving such party an adequate opportunity to take whatever steps it deems necessary to prevent, limit the scope of or contest the disclosure). Any party which seeks to prevent disclosure or to contest or limit the scope of any such disclosure by the other party shall pay all of the costs and expenses incurred by the other party directly related thereto, and such other party shall not unreasonably object to or interfere with the objecting party’s actions it deems necessary to undertake. For purposes of the foregoing, any Confidential Information received by any employee, partner, agent, affiliate, consultant, advisor, data collection vendor or other representative (in any case, a “representative”) of a party to this Agreement pursuant to the terms of this Agreement shall be deemed received by such party to this Agreement, and any breach by any such representative of the foregoing confidentiality provisions shall be deemed a breach by the respective party to this Agreement.

Access. Amgen acknowledges, agrees and understands that absent an applicable Services Agreement (as defined in Section 8.16 above), none of its agents, representatives or employees shall be permitted access at any time to Dialysis Center, its Designated Affiliates and/or Managed Centers for any reason whatsoever. In each situation in which a Services Agreement is executed and delivered, Amgen may be granted access solely for the purposes described in such Services Agreement(s). If Dialysis Center or any of its Designated Affiliates or Managed Centers changes their

general policies concerning vendors accessing their clinics, Dialysis Center shall use its commercially reasonable efforts to provide Amgen with at least fifteen (15) days notice in advance of the effective date of such change. If Dialysis Center or any of its Designated Affiliates or Managed Centers denies Amgen access to any of its clinics, Dialysis Center shall provide Amgen with a written explanation of the reason for such denial within fifteen (15) days after such denial. Without limitation of the foregoing, Amgen agrees that it and its agents, representatives and employees shall at all times comply with all applicable laws and regulations, [DELETED], and that Amgen’s discussion of the Products shall be in compliance with [DELETED] all applicable laws and regulations. Furthermore, Amgen acknowledges, agrees and understands that it must obtain Dialysis Center’s prior written approval of all proposed educational, marketing and promotional materials, including, but not limited to, all proposed presentations relating to anemia management, any of the Products, any other Amgen product or otherwise, whether directed toward Dialysis Center employees or any patient of Dialysis Center. Such approval may be given only by Dialysis Center’s Vice President, Clinical Operations or his authorized representative. Dialysis Center’s Vice President, Clinical Operations or his authorized representative agree to notify ▇▇▇▇▇’s National Account Manager of his decision within ten (10) business days after receipt of such program, material or presentation request, otherwise such request will be deemed denied. If Dialysis Center or any of its Designated Affiliates or Managed Centers determines that any previously approved Amgen materials are no longer appropriate for use in its clinics, Dialysis Center shall provide Amgen with written notice of such determination promptly so that Amgen can notify its personnel of such determination and understand the reason therefore.

Corporate Integrity Agreement. The parties hereby acknowledge and agree as follows: (a) Amgen acknowledges that DVA Renal Healthcare, Inc. (fka Gambro Healthcare, Inc.) (“DVA Healthcare”), a subsidiary of Dialysis Center, is under a Corporate Integrity Agreement (the “CIA”) with the Office of the Inspector General of the Federal Department of Health and Human Services, and that such CIA imposes various reporting and operational compliance related obligations on DVA Healthcare. To the extent not otherwise set forth herein, Amgen agrees to cooperate with DVA Healthcare in compliance with the requirements of such CIA, as such requirements may apply to the performance of Amgen’s obligations under this Agreement; (b) Amgen hereby certifies that it will comply with the terms of DVA Healthcare’s Corporate Compliance Program, including any training required to be provided thereunder by DVA Healthcare to employees and certain contractors, and DVA Healthcare’s Compliance Critical Concepts and policies and procedures related to compliance with 42 U.S.C. § 1320a-7b(b) (the “Anti-Kickback Statute”) a copy of each of which will be provided to Amgen, in each case as applicable to the performance of Amgen’s obligations under this Agreement; (c) Amgen and Dialysis Center (on behalf of DVA Healthcare) agree and certify that that this Agreement is not intended to generate referrals for services or supplies for which payment may be made in whole or in part under any Federal health care program; and

(d) Amgen certifies that it will abide by the terms of the Anti-Kickback Statute and its applicable implementing regulations in connection with the performance of its obligations under this Agreement.

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