EXHIBIT 10.73
This document contains confidential information which is not
being provided to the Public.
Coram
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Term of Agreement: 1/1/02 through 12/31/2002
▇▇▇▇▇▇ Healthcare Corporation, through its BioScience division ("Baxter") is
extending to Coram ("Customer") the following pricing and purchase requirements
in Schedule A. This pricing is based on Customer's agreement to purchase the
quantities of therapeutics set forth on Schedule A in accordance to the terms
and conditions of this Agreement including those indicated on Schedule B of this
Agreement which are incorporated into and made a part of this Agreement.
In addition, Baxter agrees to sell the therapeutics to Customer and Customer
agrees to purchase the therapeutics for resale, distribution or use within the
United States to patients for whom Customer holds an active prescription for the
therapeutics and/or to whom Customer provides home care services. Customer
agrees to maintain all licenses necessary for the purchase and dispensing of
the prescription therapeutics (e.g., state pharmacy license, physician's
license, etc.) and will forward a copy of such license to Baxter upon request.
The therapeutics purchased under this Agreement are not for resale, barter or
trade to other purchasers of such therapeutics or for export without the prior
written consent of Baxter.
Your acceptance is to be indicated by returning the signed duplicate originals
of this Agreement by 12/31/01. Current Published List Prices will be applied to
all Coram orders received after 12/31/01.
THIS AGREEMENT IS NOT VALID UNTIL SIGNED BY BAXTER AT ITS HOME OFFICE.
Coram Baxter Healthcare Corporation
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇'▇▇▇▇▇▇
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Authorized Representative Authorized Representative
Title: Senior Vice President, Title: VP/GM
Materials Management -------------------------------
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Date: 12/28/01 Date: 1/7/02
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CORAM
SCHEDULE A
PURCHASE AND PRICING AGREEMENT
THERAPEUTICS:
IMMUNE GLOBULIN INTRAVENOUS (HUMAN), GAMMAGARD(R) S/D
SOLVENT DETERGENT TREATED
IMMUNE GLOBULIN INTRAVENOUS (HUMAN) [IGIV], IVEEGAM(R) EN
VOLUME
PRODUCT DESCRIPTION COST COMMITMENT
Gamagard(R) S/D 060-384 0.5 gram in 10 mL
NDC # ▇▇▇▇▇-▇▇▇▇-▇▇ With Filter Set
Gamagard(R) S/D 060-385 2.5 gram in 50 mL
NDC # ▇▇▇▇▇-▇▇▇▇-▇▇ With Administration Set
Gamagard(R) S/D 060-386 5.0 gram in 100 mL
NDC # ▇▇▇▇▇-▇▇▇▇-▇▇ With Administration Set
Gamagard(R) S/D 060-387 10.0 gram in 192 mL
NDC # 00944-2620-04 With Administration Set
Iveegam EN(R) 923400 5.0 gram in 100 mL
NDC # 64193-250-50 With Administration Set
Manufactured by Immuno AG and distributed by Baxter.
SCHEDULE B
ATTACHMENT TO AGREEMENT
TERMS AND CONDITIONS
PAYMENT TERMS AND CONDITIONS
Payment terms are 1% 30 net 31 days from date of invoice. Customer shall pay
Baxter a service charge of 1-1/2% per month, 18% per year, (or the highest
amount allowed by law, if lower) on all amounts past due. In the event Customer
is delinquent in payment of any amounts to Baxter, whether or not related to
this Agreement, Baxter may, at its option, declare all amounts owed to it under
all agreements as due and payable immediately and terminate this Agreement.
TAXES
Customer shall be responsible for payment of all applicable state/local sales,
use, and/or gross receipts tax receipts resulting from transactions with Baxter
regardless of placement of liability for the tax by law.
ORDERING PROCEDURE
Orders may be placed by calling Baxter BioScience Customer Service at
▇▇▇-▇▇▇-▇▇▇▇ or faxed to ▇▇▇-▇▇▇-▇▇▇▇. Shipment against any purchase order does
not constitute acceptance by Baxter of the terms and conditions or prices
stipulated on the purchase order. Shipment of any order, including standing
orders, will be made in accordance with terms, conditions and prices in effect,
as stated herein, and shall be governed solely by the terms of the Agreement
notwithstanding any conflicting or additional terms contained in any purchase
order, unless otherwise agreed to in writing by all parties concerned. Baxter
cannot guarantee maximum product expiration dating on any Products upon
delivery. Specific dating needs may be discussed with Customer Service at time
of order placement.
SHIPPING INFORMATION
Freight terms are F.O.B. Destination, Customer's location, freight pre-paid.
Under normal conditions, shipment will be made within five (5) days after
receipt of order. Additional charges for emergency or overnight deliveries will
be the responsibility of Customer and will be added to the invoice. Baxter
shall use commercially reasonable efforts to fill orders, but shall not be
liable for non-performance or delays caused by a shortage of supply of raw
materials, manufacturing problems, delivery or labor problems, intervention of
any governmental authority or acts of regulatory agencies, fires, earthquakes,
acts of God or causes beyond its control, and Customer agrees that in such
events Baxter, without liability to Customer, may allocate products among all
of its customers. ▇▇▇▇▇▇'▇ available supply will be made available on a
pro-rata basis to customers with firm commitments. In the event Baxter is
notified of and is able to verify a decision which changes the purchase and
delivery of Products for a patient or a group of patients either to or from
Customer, then to the extent it is able to verify a decision which changes the
purchase and delivery of Products for a patient or a group of patients either
to or from Customer, then to the extent it is able to, Baxter may have to make
appropriate adjustment in the supply of Products provided Customer.
DISPUTED INVOICES: An amount in dispute should be deducted from Customer's
remittance. PLEASE EXPLAIN THE DEDUCTION ON A LEGIBLE COPY OF THE INVOICE AND
ENCLOSE IT WITH THE PAYMENT. ▇▇▇▇▇▇'▇ Account Services Representative will work
with Customer to resolve the discrepancy.
DAMAGE OR SHORTAGE IN SHIPMENT: Baxter exercises extreme care in packing
shipments. To minimize the possibility of error, all orders should be counted
and inspected prior to acceptance of delivery from the carrier. ANY DAMAGE,
SHORTAGE OR OVERAGE SHOULD BE NOTED ON COPY OF THE CARRIER'S FREIGHT ▇▇▇▇ AND
THE DRIVER SHOULD COUNTERSIGN THE DOCUMENT. If the damage is excessive do not
accept the shipment. ▇▇▇▇ on the carrier's freight ▇▇▇▇, "Shipment refused,
damaged. Return to shipper. "▇▇▇▇▇▇'▇ Customer Service Department should be
notified immediately at ▇-▇▇▇-▇▇▇-▇▇▇▇. Customer's cooperation in providing this
information will enable Baxter to expedite the necessary adjustments.
PROOF OF DELIVERY: Proof of delivery will be provided. If a request is received
within 90 days of date of shipment due to the expenses involved in obtaining
proof of delivery requests are subject to a $40.00 service fee. In the event
that proof of delivery cannot be provided, no service fee will be charged and
full credit will be issued to Customer's account.
RETURN GOODS POLICY
Baxter can accept for credit only those Products that do not perform
satisfactorily under the specified condition. Products which may have been
damaged during transportation, or which Customer may have received in error. Due
to the biological nature of the Products and the government regulations
involved, return of the Products must be authorized before any returns will be
accepted. Customer shall contact Baxter Customer Service for instructions on
the return procedure to be followed.
WARRANTY
▇▇▇▇▇▇ Healthcare Corporation and its affiliates warrant that products shipped
or delivered to Customer will not, at the time of shipment by Baxter or its
affiliates, be adulterated or misbranded within the meaning of the Federal
Food, Drug and Cosmetic Act, as amended, nor will such product be an article
which may not, under provisions of sections 404 and 505 of said act, be
introduced into interstate commerce. Baxter and its affiliates further
represent and warrant that all product delivered to Customer when stored and
used in accordance with the directions on the labeling, are fit for the
purposes and indications described in the labeling. Unless the product is used
in accordance with its instructions, these warranties are void and of no
effect. THERE ARE NO OTHER EXPRESSED OR IMPLIED WARRANTIES, INCLUDING ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BAXTER AND ITS
AFFILIATES' SOLE OBLIGATION AND CUSTOMER'S EXCLUSIVE REMEDY FOR BREACH OF ANY
WARRANTY SHALL BE, AT ▇▇▇▇▇▇'▇ OPTION, TO REPAIR OR REPLACE THE PRODUCT.
NEITHER BAXTER NOR ITS AFFILIATES SHALL BE LIABLE FOR PROXIMATE, INCIDENTAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES. MORE WARRANTIES MAY ACCOMPANY INDIVIDUAL
PRODUCTS.
OTHER DISCOUNTS
Customer acknowledges the dollar value of any products or services which
Customer receives but does not pay for shall be a "discount or other reduction
in price" and may be subject to the disclosure requirements of Section
1128(b)(3)(A) of the Social Security Act. Customer shall disclose this discount
or reduction in price under any state or federal program that provides cost or
charge-based reimbursement to the participating institution for products or
services covered in this price list.
TRACE SALES REPORTS
On all purchases from Baxter BioScience, customer agrees to maintain complete
and accurate records of the sales of all Baxter BioScience products covered
under this Agreement. Customer agrees to provide monthly trace sales reports,
to include the following information:
o City, state, and the zip code of the prescribing physician
o # of units, unit of measure, Baxter Bioscience product code or NDC#,
ship date
THE ABOVE INFORMATION MUST BE RECEIVED WITHIN FIVE (5) BUSINESS DAYS FOLLOWING
THE LAST DAY OF EACH CALENDAR MONTH.
The preferred method is to put your report in Microsoft Excel Spreadsheet
format along with a contact name and telephone number. Remit spreadsheet to the
following:
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Ph# 847.948.3555
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