Exhibit 10.22


Prime Vendor Agreement


 


This Prime Vendor Agreement
(“Agreement”) is made as of April 1, 2007 (“Effective Date”) by
AmerisourceBergen Drug Corporation, a Delaware corporation (“ABDC”), and BJK,
Inc., d.b.a. Chem Rx, a New York corporation (“Customer”).


 


A.            ABDC is a national distributor of pharmaceutical and
other products, including prescription (“Rx”) and over-the-counter (“OTC”)
pharmaceuticals, nutritional, health and beauty care (“HBC”) and home health
care ("DME”) products (“Product” or “Products”), and services (“Services”);


 


B.            Customer owns and operates a Facility in Long Beach, NY (“Facility”);
and


 


C.            The parties intend by this Agreement to set forth their
obligations to each other for an arrangement under which ABDC will provide Products
and Services to Customer (“Program”).


 


Now
Therefore, the parties agree as follows:


 


1.             Pricing and
Payment Terms


 


ABDC will be the Primary
Vendor of all requirements of Customer’s Facility for Products. Customer will
pay, within terms, Product costs and Program fees pursuant to payment terms in Exhibit
“1” (“Pricing/Payment Terms”). “Primary Vendor” means Customer purchases
from ABDC no less than 50% of all prescription pharmaceutical Products it
purchases for Facility, as verified quarterly, and meets minimum periodic
purchase levels in Paragraph 3(A) of the Pricing/Payment Terms. Orders for
Products will be electronically transmitted (including Schedule II controlled
substances when allowed) and will describe Products that ABDC will provide to
customer, the quantity and designated delivery location. All payment plans
(except pre-pay) must be by electronic funds transfer (EFT).


 


2.             Pro Generics Program Participation


 


Customer may elect to
participate in ABDC’s preferred generic formulary program (“Preferred RX
Options” or “PRxO Generics”) pursuant to requirements as amended from time to
time by ABDC. If participating, Customer will purchase no less than 0% of its
purchases of the “Top 100” generic pharmaceutical Products from ABDC. The Top
100 is a list determined from time to time by ABDC of more than one hundred
commonly used generic pharmaceutical Products. Customer authorizes ABDC as its
sole agent to develop and implement a generic pharmaceutical Product list for
the Term. Customer will purchase from ABDC each calendar quarter no less than
the minimum Net Purchase volume of generic pharmaceutical Products as set forth
in the Pricing/Payment Terms.


 


3.             Customer Locations & Deliveries


 


ABDC will deliver Products
to each Facility six days a week (Monday   Saturday), once a day except holidays
and warehouse physical inventory days. Customer will make all reasonable
efforts to limit the size and quantity of the Saturday order. Additionally,
Customer will be entitled to one emergency delivery per calendar quarter at no
additional charge. Customer may be charged for each additional emergency order.
Facility means Customer’s pharmacy in Long Beach, NY. Newly acquired facilities
with existing agreements with other distributors will become Facilities under
this Agreement with the mutual consent of ABDC and Customer upon the earlier of
expiration of such existing agreement or the date Customer may terminate such
agreement, with or without cause, without breaching it or paying a material
penalty; provided, however, service to Facilities outside ABDC’s normal service
area (which does not include Alaska, Hawaii or U.S. territories) may be subject
to a delivery surcharge.


 


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4.             Fill Rates


 


A.            ABDC commits to a ninety-seven percent (97%) adjusted
fill rate on a chain-wide basis measured quarterly. The adjusted fill rates are
calculated as follows:


 


(a)           An item shorted on an original order will not be counted
as a short for the second time until 72 hours have passed.


 


(b)           Where only a partial quantity is received of an individual
line item, it will be a short only if fifty percent (50%) or less of the
quantity ordered is shipped.


 


(c)           On any new item, or an item previously not ordered by
Customer, a period of thirty (30) days will be given to add the item to ABDC’s
inventory. This period is computed from the date Customer places the original
order and provides estimates on usage.


 


(d)           The quantity of an item ordered in excess of one hundred
twenty percent (120%) of the most recent month’s order for such item on an
aggregate basis for all Customer facilities will not be considered short.


 


(e)           Manufacturer’s legitimate back orders, unavailability and
other shortages are not computed in determining the service level.


 


5.             Returned Goods Policy


 


Customer will only return
Products to ABDC in accordance with ABDC’s standard policy for returned
Products (“Returned Goods Policy”), as amended from time to time by ABDC. If
Customer returns more than 3% of its OTC Net Purchases, or 3% of its
pharmaceutical Net Purchases in any month, Customer may be assessed an
additional restocking fee over any standard stocking fee in the Returned Goods
Policy or ABDC may adjust the Price of Goods or both. Customer will return only
Product purchased from ABDC for which Customer has submitted the invoice number
and date of purchase.ABDC may reject returns not accompanied by the invoice
number and date of purchase or that exceed in amount either the 3% return limit
or the amount on the referenced invoice number. ABDC reserves the right to
refuse all future returns from Customer in the event that Customer submits any
counterfeit Product for return.


 


6.             Additional Services &
Provisions


 


Services are listed in Exhibit
“2”. Terms, conditions and other provisions are set forth in Exhibit “3”
("Provisions”). ABDC may, from time to time, develop policies and
procedures relative to new or existing Services offered to customers, on an
interim or as-needed basis. If ABDC develops such policies or procedures or
changes current ones, ABDC will notify Customer in writing at least thirty (30)
days before such changes are effective.


 


7.             Term of Agreement


 


Subject to Paragraph 5 of
the Provisions, the Term will be from the Effective Date until March 31, 2009
with two optional one year extensions. The Term will, thereafter, be extended
on a month-to-month basis until either party gives at least ninety (90) days
prior written notice to the other of its intention not to extend this
Agreement.


 


8.             Notices


 


Notices must be in writing
and sent certified mail, prepaid, return receipt requested, or sent by
facsimile to the address or facsimile number below. Parties may change this
information by written notice to the other party. Pursuant to the Telephone
Consumer Protection Act of 1991, 47


 


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U.S.C. §227, Customer consents to receiving
notices, including product updates, recalls, new product launches and programs,
advertisements and other marketing materials by telephone facsimile (“fax”)
machine from ABDC, its affiliates and their related companies, to the fax
number set forth below.


 


 


	
  To Customer:

  	
   

  	
  BJK, Incl., d.b.a. Chem Rx

  
	
   

  	
   

  	
  790 Park Place

  
	
   

  	
   

  	
  Long Beach, NY 11561

  
	
   

  	
   

  	
  Attn: President

  
	
   

  	
   

  	
  Fax:

  
	
   

  	
   

  	
   

  
	
  To ABDC:

  	
   

  	
  AmerisourceBergen Drug Corporation

  
	
   

  	
   

  	
  100 Friars Boulevard

  
	
   

  	
   

  	
  Thorofare, NJ 08086

  
	
   

  	
   

  	
  Attn: James Rockefeller,
  Vice President Alternate Care Sales

  
	
   

  	
   

  	
  Fax: 856 384 2194

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  AmerisourceBergen
  Corporation

  
	
   

  	
   

  	
  1300 Morris Drive

  
	
   

  	
   

  	
  Chesterbrook, Pennsylvania
  19087-5594

  
	
   

  	
   

  	
  Fax: (610) 727-3612

  
	
   

  	
   

  	
   

  



 


8.             Exhibits


 


The following exhibits to
this agreement are incorporated by this reference.


 


	
  1
  

  	
   

  	
  Pricing/Payment Terms

  
	
  2
  

  	
   

  	
  Value-Added Services

  
	
  3

  	
   

  	
  Provisions

  



 


 


 


In
Witness Whereof, the parties have had a duly authorized officer,
partner or principal execute this Prime Vendor Agreement as of the Effective
Date.


 


	
  Customer:

  	
   

  	
  ABDC:

  
	
  BJK, Inc., d.b.a. Chem Rx

  	
   

  	
  AmerisourceBergen Drug Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title: Vice President,

  	
   

  
	
   

  	
   

  	
   

  
								



 


 


 


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