exv10w5



 





Exhibit 10.5



Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.




     This Agreement (this “Agreement”) is made as of December 22, 2003 (the “Effective Date”), by
and between Medisystems Corporation, a Washington corporation (“MDS”), and DaVita Inc., a Delaware
corporation (“DVA”).



W I T N E S S E T H :




     WHEREAS, MDS produces BLOOD TUBING PRODUCTS, including CUSTOM DVA CODES, and ACCESS DEVICES
(all as defined in Schedule A attached hereto and incorporated herein by this reference) and
delivers such BLOOD TUBING PRODUCTS and ACCESS DEVICES (collectively, the “MDS PRODUCTS”) to
certain qualified distributors of MDS (each, a “MDS CONTRACT DISTRIBUTOR”); and



     WHEREAS, DVA wishes to purchase MDS PRODUCTS from such MDS CONTRACT DISTRIBUTORS;



     NOW, THEREFORE, the parties agree as follows:



	 	 	 
	1.

	 	Purchase Commitment.
	 
	 	 
	1.1

	 	(a) During the Term of this Agreement, DVA shall purchase BLOOD TUBING PRODUCTS (as
identified and defined on Schedule A) from DVA’s chosen MDS CONTRACT DISTRIBUTOR (as
identified on Schedule C) sufficient to fulfill at least [**] percent ([**]%)
of DVA’s total
blood tubing set usage (in pairs) in DVA-owned facilities, including inventory needs, but not
including [**] unless and until DVA elects by
[**] days written notification to MDS, which notification shall be given by DVA upon the
earlier of (X) [**] or (Y)
the date on which such acquired facility has used up its inventory of blood tubing products
(the “BLOODLINE COMMITMENT”). The foregoing BLOODLINE COMMITMENT shall go into effect
commencing three (3) months after the Effective Date of this Agreement (with the first three
months constituting a “grace period”).
	 
	 	 
	 

	 	(b) MDS may audit such annual compliance, at its sole cost and expense, by a third party
accounting firm reasonably acceptable to DVA and with confidentiality requirements
acceptable to DVA, during normal business hours and upon at least [**] business days notice
to DVA. If during each [**] month period during the Term of this Agreement DVA
[**], DVA shall
[**] not so purchased
during [**] period (but this provision shall not apply with respect to the
“grace period”), and, except for this provision and the terms of section 1.4 below, MDS
shall not be entitled to any other damages or remedy whatsoever. Any such payment by DVA to
MDS shall be made within [**] days of the anniversary of this Agreement.






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	 	(c) MDS acknowledges that DVA’s total usage for BLOOD TUBING PRODUCTS is currently forecast
to be no less than [**] pair/month, from and after the grace period referenced above. MDS
and DVA acknowledge that the foregoing forecast is non-binding and is being provided only to
assist MDS in determining whether it can meet DVA’s needs. DVA shall provide MDS [**]
forecasts on a code by code basis, which DVA will use its best commercially reasonable
efforts to make as accurate as possible no later than [**] days prior to the beginning of
each [**].
	 
	 	 
	1.2

	 	(a) During the Term of this Agreement, DVA shall purchase AVF NEEDLE SETS (as identified and
defined on Schedule A) from DVA’s chosen MDS CONTRACT DISTRIBUTOR sufficient to fulfill at
least [**] percent ([**]%) of DVA’s total AVF set usage (in each equivalents) in DVA-owned
facilities, including inventory needs, but not including [**] unless and until DVA elects by
[**] days written notification to MDS, which notification shall be given by DVA upon the
earlier of (X) [**] or (Y) the date on
which such acquired facility has used up its inventory of AVF products (the “AVF COMMITMENT”).
The foregoing AVF COMMITMENT shall go into effect commencing three (3) months after the
Effective Date of this Agreement (with the first three months constituting a “grace period”),
(b) MDS may audit such annual compliance, at its sole cost and expense, by a third party
accounting firm reasonably acceptable to DVA and with confidentiality requirements acceptable
to DVA, during normal business hours and upon at least [**] business days notice to DVA. If
during each [**] period during the Term of this Agreement
DVA [**], DVA shall [**] not so purchased during [**] period (but
this provision shall not apply with respect to the “grace period”), and,
except for this provision and the terms of section 1.4 below, MDS shall not be entitled to any
other damages or remedy whatsoever. Any such payment by DVA to MDS shall be made within [**]
days of each anniversary of this Agreement.
	 
	 	 
	 

	 	(b) MDS acknowledges that DVA’s total usage for AVF NEEDLE SETS is
currently forecast to be
no less than [**] eachcs/month, from and after the grace period referenced above. MDS and
DVA acknowledge that the foregoing forecast is non-binding and is being provided only to
assist MDS in determining whether it can meet DVA’s needs. DVA shall provide MDS with
[**] forecasts on a code by code basis, which DVA will use its best commercially
reasonable efforts to make as accurate as possible no later than [**] days prior to the
beginning of each [**].
	 
	 	 
	1.3

	 	(a) DVA makes no commitment to purchase any particular unit volume of antistick
needle/connectors from MDS (defined as the “MEDIC” on Schedule A) during the Term of this
Agreement, or any particular percentage of its requirements for antistick needle/connectors,
but DVA shall submit a rolling non-binding forecast to MDS regarding its estimated [**]
months’ future orders to its MDS CONTRACT






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	 	DISTRIBUTOR for MEDIC, for MDS’ production planning purposes. At any time during the Term
of this Agreement DVA may commit to MDS upon [**] days written notice to a minimum annual
volume of MEDIC purchases for the remainder of the Term of this Agreement (a “MEDIC
COMMITMENT”) which shall qualify for special pricing as hereinafter described.
	 
	 	 
	 

	 	(a) Only if DVA makes the foregoing MEDIC COMMITMENT, MDS may audit such annual compliance
by a third party accounting firm reasonably acceptable to DVA and with confidentiality
requirements acceptable to DVA. If during each such commitment period during the Term of
this Agreement DVA, [**] DVA
shall [**] not so purchased during each
such commitment period, and MDS shall not be entitled to any other damages or remedy
whatsoever. Any such payment by DVA to MDS shall be made within [**] days of each
anniversary of this Agreement.
	 
	 	 
	1.4

	 	In addition to the liquidated damages provided for above, in the event that DVA fails to meet
its annual commitment for either BLOOD TUBING PRODUCTS or AVF NEEDLE SETS, the [**], as the case may
be) set forth in Schedule B shall be [**] for the remaining Term
of the Agreement.
	 
	 	 
	2.

	 	Price Guarantee.
	 
	 	 
	2.1

	 	(a) From and after the Effective Date and throughout the Term of this Agreement for BLOOD
TUBING PRODUCTS (as set forth in Section 5 below), MDS shall make the BLOOD TUBING PRODUCTS
purchased by DVA’s chosen MDS CONTRACT DISTRIBUTOR and further sold to DVA, available at the
EFFECTIVE PRICES as set forth in Schedule B hereto for DVA’s purchases (which is incorporated
herein by this reference) provided that DVA complies with its BLOODLINE COMMITMENT. Such
EFFECTIVE PRICES do not reflect any MDS CONTRACT DISTRIBUTOR markup to DVA.
	 
	 	 
	 

	 	(b) [intentionally omitted]
	 
	 	 
	 

	 	(c) From and after the Effective Date and throughout the Term of this Agreement for ACCESS
DEVICES (as set forth in Section 5 below), MDS shall make the AVF NEEDLE SETS purchased by
DVA’s chosen MDS CONTRACT DISTRIBUTOR, and further sold to DVA, available at the EFFECTIVE
PRICES as set forth in Schedule B hereto for DVA’s purchases provided that DVA complies with
its AVF COMMITMENT. Such EFFECTIVE PRICES do not reflect any MDS CONTRACT DISTRIBUTOR
markup to DVA.
	 
	 	 
	 

	 	(d) From and after the Effective Date and throughout the Term of this Agreement for ACCESS
DEVICES (as set forth in Section 5 below), MDS shall make the MEDIC products purchased by
DVA’s chosen MDS CONTRACT DISTRIBUTOR, and further sold to DVA, available at the EFFECTIVE
PRICES as set forth in Schedule B hereto for






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	 	DVA’s purchases. Such EFFECTIVE PRICES do not reflect any MDS CONTRACT DISTRIBUTOR markup
to DVA.
	 
	 	 
	 

	 	           
If DVA makes a MEDIC COMMITMENT, [**]
shall be adjusted such that such [**] shall treat each [**] as if it were [**]
during the remaining Term of the Agreement. By way of example only, if DVA
makes a MEDIC COMMITMENT on the first anniversary of the Agreement for [**] MEDIC products,
such EFFECTIVE PRICE shall be $[**]ea for all MEDIC products from unit one, after the first
anniversary, throughout the remainder of the Term.
	 
	 	 
	 

	 	(e) Except for the liquidated damages provision as set forth in Section 1.1(b), any failure
by DVA to comply with its BLOODLINE COMMITMENT shall not affect the EFFECTIVE PRICES for
ACCESS DEVICES as set forth in Schedule B hereto; nor except for the liquidated damages
provisions as set forth in Section 1.2(b) shall any failure by DVA to comply with its AVF
COMMITMENT affect the EFFECTIVE PRICES for BLOOD TUBING PRODUCTS as set forth in Schedule B
hereto. Any failure by DVA to comply with either its BLOODLINE COMMITMENT or its AVF
COMMITMENT shall not affect the EFFECTIVE PRICES for MEDIC products (or MEDIC COMMITMENT, as
the case may be) as set forth in Schedule B hereto.
	 
	 	 
	2.2

	 	From and after the Effective Date and throughout the Term, the EFFECTIVE PRICES for each
CUSTOM DVA CODE together with AVF NEEDLE SETS to DVA’s chosen MDS CONTRACT DISTRIBUTOR for
DVA’s relevant commitment shall be [**] taking into consideration [**] at which MDS [**].
	 
	 	 
	3.

	 	MDS Products Not for Resale.
	 
	 	 
	 

	 	All MDS PRODUCTS sold by any MDS CONTRACT DISTRIBUTOR to DVA pursuant to this Agreement are
exclusively for use in DVA-owned or managed facilities and for the home patients thereof.
DVA may not distribute, redistribute, resell, or otherwise transfer to any other third party
any MDS PRODUCTS purchased under this Agreement.
	 
	 	 
	4.

	 	Custom DVA Codes Acceptance; Delivery Requirements.
	 
	 	 
	4.1

	 	Subject to DVA’s written acceptance of MDS’ documented specifications of each CUSTOM DVA CODE
(such specifications being attached hereto as part of Schedule A and incorporated herein by
this reference), MDS shall accept DVA’s MDS CONTRACT DISTRIBUTOR’S initial order for each such
CUSTOM DVA CODE for delivery to such MDS CONTRACT DISTRIBUTOR within [**] days. Repeat orders
for each such CUSTOM DVA CODE and for ACCESS DEVICES shall be accepted for delivery to






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	 	DVA’s chosen MDS CONTRACT DISTRIBUTOR pursuant to the contractual provisions of the
governing agreement between MDS and DVA’s chosen MDS CONTRACT DISTRIBUTOR. Any subsequent
DVA-requested change in any specification of any CUSTOM DVA CODE shall require the above
acceptance process and initial order delivery lead-time of [**] days to be repeated.
	 
	 	 
	4.2

	 	MDS agrees that it will fulfill all MDS CONTRACT DISTRIBUTOR orders on a timely basis
pursuant to its contractual arrangements with such MDS CONTRACT DISTRIBUTOR.
	 
	 	 
	4.3

	 	On or prior to the EFFECTIVE DATE, DVA shall elect by written notice to MDS a MDS CONTRACT
DISTRIBUTOR from among those set forth on Schedule C. Any DVA change in its chosen MDS
CONTRACT DISTRIBUTOR, as listed in Schedule C, for the MDS PRODUCTS shall require written
notice to MDS at least [**] days prior to DVA placing purchase orders for MDS PRODUCTS to such
newly chosen MDS CONTRACT DISTRIBUTOR provided, however, that such newly chosen MDS CONTRACT
DISTRIBUTOR has a continuing contractual relationship throughout the Term of this Agreement,
and provided, further that MDS shall exercise its best commercially reasonable efforts to
effectuate such change on fewer than [**] days notice, MDS shall promptly notify DVA if the
relationship between MDS and any of the MDS CONTRACT DISTRIBUTORS listed on Schedule C has
terminated.
	 
	 	 
	5.

	 	Terms and Termination.
	 
	 	 
	5.1

	 	Unless earlier terminated pursuant to this Section 5, this Agreement shall be for a Term
beginning on the Effective Date and ending eighteen (18) months thereafter for BLOOD TUBING
PRODUCTS and on the second anniversary thereof for all other MDS PRODUCTS.
	 
	 	 
	5.2

	 	The following shall constitute a termination default (‘Termination Default”) hereunder:
	 
	 	 
	 

	 	(a) Substantial breach of the terms of this Agreement, which breach is not cured, corrected
or otherwise resolved within [**] days after written notice by the non-breaching party
(setting forth the particulars of the alleged breach) to the breaching party; or
	 
	 	 
	 

	 	(b) the delivery of one or more types (product codes)_of MDS PRODUCTS (i) which are
defective and (ii) (A) which materially interfere with the conduct of normal operations at
one or more of DVA’s facilities or (B) which adversely affect the ability to treat patients
at one or more of DVA’s facilities, in either case, for more than [**] consecutive
days without replacement of such defective products; or
	 
	 	 
	 

	 	(c) (i) the institution by or against a party or its assets of insolvency, receivership or
bankruptcy proceedings or any other material proceedings for the settlement of such party’s
debts, (ii) a party’s making a general assignment for the benefit of its creditors, or (iii)
a party’s dissolution.






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	5.3

	 	Upon the occurrence of a Termination Default hereunder, and only upon such occurrence, the
non-defaulting party may terminate this Agreement immediately upon written notice to the
defaulting party. Termination of this Agreement shall not relieve either party of obligations
incurred prior to the effective date of termination, including without limitation obligations
of payment of monies or credits owed at the time of such termination. The provisions of this
Section 5 and of Sections 8 (Warranties), l0 (Confidentiality), 11 (Indemnification and
Insurance), 17.5 (Choice of law), and any other provision the context of which shows the
parties intended it to survive, shall survive any expiration or termination of this Agreement.
	 
	 	 
	5.4

	 	Upon any termination or expiration of this Agreement, MDS shall fulfill all orders previously
placed to MDS by DVA’s chosen MDS CONTRACT DISTRIBUTOR, pursuant to orders placed by DVA, that
are in accordance with the provisions of the MDS agreement with such MDS CONTRACT DISTRIBUTOR.
MDS shall not produce any MDS PRODUCT, including CUSTOM DVA CODES, not ordered by DVA’s
chosen MDS CONTRACT DISTRIBUTOR and MDS shall not, under any circumstances, sell, assign,
pledge, deliver or transfer any MDS PRODUCTS consisting of CUSTOM DVA CODES to any other
person or entity other than DVA’s chosen MDS CONTRACT DISTRIBUTOR.
	 
	 	 
	6.

	 	Force Majeure.
	 
	 	 
	 

	 	Unless otherwise stated herein, all obligations of either party hereto shall be excused to
the extent and for the period of time necessitated by the occurrence of any act of God,
fire, casualty, flood, war, failure of public utilities, injunction, accident, epidemic,
riot, insurrection, strikes, lockouts or other labor problems, delays in the delivery of raw
materials, parts or completed merchandise by the supplier thereof, or any other
circumstances beyond the reasonable control of the party asserting it (and not caused by the
negligence of the non-performing party), which prevents or delays the performance by such
party of any of its obligations under this Agreement. However, if any such circumstances
persist for longer than sixty (60) days, the unaffected party may terminate this Agreement
effective at the end of such sixty (60)-day period.
	 
	 	 
	7.

	 	Failure to Supply.
	 
	 	 
	 

	 	In the event MDS cannot supply or does not deliver any MDS PRODUCT(S) (whether as a result
of force majeure or otherwise) within and for the time period pursuant to the agreement
between MDS and DVA’s chosen MDS CONTRACT DISTRIBUTOR, MDS agrees that it shall give notice
as promptly as is practicable under the circumstances to DVA, unless an order of a
regulatory agency or other action arising out of patient safety concerns requires the giving
of shorter notice. In the event MDS is unable to fulfill MDS CONTRACT DISTRIBUTOR’S
contractually placed orders within the provisions of such agreement at any time during the
Term of this Agreement, other than by action of the FDA, DVA’s chosen MDS CONTRACT
DISTRIBUTOR shall be entitled, at a minimum, to have the same proportion of its purchase
orders fulfilled at all times as other purchasers of the MDS PRODUCTS and, upon written
request, MDS shall provide written assurances of same to DVA and its chosen MDS CONTRACT
DISTRIBUTOR.






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	 	In addition, in such circumstances, (a) any purchases of other codes of MDS bloodlines or
access devices, as the case may be, or other manufacturers’ products by DVA shall count as
MDS PRODUCT unit purchases for purposes of the BLOODLINE commitment, the AVF COMMITMENT and
any MEDIC COMMITMENT and for purposes of the tier pricing and rebates for MEDIC products not
subject to any MEDIC COMMITMENT set forth in Schedule B; and (b) MDS has the right to offer
to DVA substitute MDS PRODUCTS at effective pricing no greater than as listed on Schedule B;
and (c) if the failure to supply was not the result of force majeure [**] then MDS shall [**] and
what DVA [**], but in no case shall MDS be liable for payment to DVA of such difference in excess
of $[**] per pair for BLOOD TUBING PRODUCTS, $[**] per each equivalent for AVF NEEDLE SETS
or $[**] per each equivalent for MEDIC. Notwithstanding the foregoing, if MDS’ failure to
supply MDS PRODUCTS persists for longer than sixty (60) days and MDS is unable to provide
reasonably acceptable alternative MDS PRODUCTS, DVA may terminate this Agreement effective
at the end of such sixty (60) day period.
	 
	 	 
	8.

	 	Warranties.
	 
	 	 
	 

	 	Each party represents and warrants to the other that this Agreement (a) has been duly
authorized, executed and delivered by it, and (b) constitutes a valid, legal, and binding
agreement enforceable against it in accordance with its terms. MDS represents and warrants
that it has all rights, licenses, permits and consents necessary to sell the MDS PRODUCTS to
DVA’s chosen MDS CONTRACT DISTRIBUTOR and to perform its obligations hereunder, and that it
shall at all times comply in all material respects with all federal, state and local laws
and regulations applicable to its business and its performance of its obligations under this
Agreement. MDS warrants that the use by DVA of the MDS PRODUCTS for their intended use
shall not infringe upon any ownership rights of any other person or upon any patent,
copyright, trademark, or other intellectual property or proprietary right or trade secret of
any third party. MDS warrants that it will convey to DVA’s chosen MDS CONTRACT DISTRIBUTORS
good and marketable title to the MDS PRODUCTS. MDS further covenants and agrees that no MDS
PRODUCT delivered hereunder to DVA’s chosen MDS CONTRACT DISTRIBUTOR is or will be
adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, as
amended, or within the meaning of any applicable state or municipal taw, or is or will be a
product which may not be introduced into interstate commerce. MDS further warrants that the
MDS PRODUCTS purchased pursuant to this Agreement (a) shall be manufactured in accordance
with their packaging; (b) are and shall be manufactured, handled, stored and transported by
MDS in accordance with all applicable United States, state and local laws and regulations
pertaining thereto, including without limitation, the Federal Food, Drug, and Cosmetic Act
and implementing regulations and United States Food and Drug Administration (“FDA”)-approved
Good Manufacturing Practices, and meet all specifications for effectiveness, safety and
reliability as required by the FDA, and (c) when used in accordance with the directions on
the labeling, are and shall be fit for the purposes and indications described in the
labeling. MDS further warrants that the






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	 	MDS PRODUCTS are in compliance with all applicable federal laws and regulations and is not
aware of any state or local law or regulation that would prohibit the use of the MDS
PRODUCTS. MDS warrants that all Products sold to a MDS CONTRACT DISTRIBUTOR in accordance
with this agreement will be of the kind and quantity specified from time to time herein,
will conform to the relevant samples or models previously delivered to DVA and will conform
to their specifications (including for the CUSTOM DVA CODES, the specifications attached as
Schedule A as may be modified by written agreement of the parties during the Term of this
Agreement), and will be free of defects in materials or workmanship. If any of the MDS
PRODUCTS are used, stored or shipped by DVA other than in accordance with MDS labeling, the
product warranties shall be void and of no effect. There are no other expressed or implied
warranties.
	 
	 	 
	9.

	 	Product Addition.
	 
	 	 
	 

	 	Any products other than those set forth on Schedule A may be included under the terms
hereof, but only upon the mutual, written agreement of the parties. Prices for such
products shall be negotiated by the parties in good faith and the agreed prices shall be
confirmed in writing and made a part of this Agreement.
	 
	 	 
	10.

	 	Confidentiality.
	 
	 	 
	 

	 	Both MDS and DVA agree that this Agreement (including all Schedules) represents and contains
confidential information which shall not be disclosed to any third party, or otherwise made
public, without prior written authorization of the other party, except where it is 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.
Neither party shall make any public announcement (including, without limitation, any press
release or other similar announcement) of the matters described in this Agreement without
the express prior written consent of the other party. Each party agrees not to use,
release, publish or distribute any materials or information (including but not limited to
advertising and promotional materials) containing the names, tradenames, or trademarks of
the other party without the express prior written consent of such other party. Each party
and its agents shall keep confidential and shall hold in trust for the sole benefit of the
other, and not disclose or use except in connection with the performance of its obligations
hereunder, any and all trade secrets and other proprietary and confidential information
regarding the other’s business, customers, financial condition, practices or procedures
(including business and clinical practices and protocols and patient information), whether
disclosed by the other or discovered by it. Any breach of these provisions would cause
irreparable harm to the other party, and each party agrees that it will not interpose the
lack of such irreparable harm in any action to enforce these obligations. Each party agrees
to require each of its subcontractors or agents hereunder to provide reasonable assurance
that such subcontractor or agent will comply with the terms hereof, and any breach of this
provision by any such subcontractor or agent shall be deemed a breach of this Agreement by
the respective party hereto.






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	11.

	 	Indemnification and Insurance.
	 
	 	 
	11.1

	 	MDS agrees to defend, indemnify and hold harmless DVA, its affiliates, successors, assigns,
directors, officers, agents and employees (“DVA Indemnitees”) from and against any and all
liabilities, demands, losses, damages, and/or expenses (including costs, expenses, fines,
amounts paid in settlements or judgments, reasonable attorneys’ fees, witnesses’ fees,
investigation expenses, and, expenses incident thereto) (collectively referred to as
“Damages”) that DVA Indemnitees may suffer resulting from: (i) any claim, lawsuit,
investigation, proceeding, regulatory action, or other cause of action (or threats thereof),
to the extent arising out of any defect in the design or manufacture of any MDS PRODUCT,
including but not limited to claims for property damage, loss of life, and bodily injury (a
“PROCEEDING”), or (ii) the breach by MDS of any warranty, representation or covenant contained
in this Agreement or in materials furnished by MDS for DVA’s use. Notwithstanding the
foregoing, in no event shall MDS have an obligation to defend, indemnify or hold DVA harmless
hereunder to the extent any such Damages were caused by the negligence or willful misconduct
of DVA, its employees, agents or contractors.
	 
	 	 
	11.2

	 	If any PROCEEDING referred to in Section 11.1 is brought against DVA, DVA shall give prompt
notice to MDS of the commencement of such PROCEEDING. Following receipt of such notice MDS
shall have the option to assume the defense of such PROCEEDING with counsel reasonably
satisfactory to DVA. After notice to DVA from MDS of its election to assume the defense of
such PROCEEDING, MDS will not, as long as it diligently conducts such defense, be liable to
DVA under this Section 11 for any fees of other counsel or any other expenses with respect to
the defense of such PROCEEDING. If MDS does not assume defense of such PROCEEDING, DVA shall
have the right, following notice to MDS, to assume the defense of such PROCEEDING and MDS
shall reimburse DVA for any expenses reasonably incurred by DVA in connection with the
investigation and defense thereof. In no event shall either of MDS or DVA be bound by a
compromise or settlement of a PROCEEDING without such party’s prior written consent.
	 
	 	 
	11.3

	 	MDS agrees that it shall secure and maintain in full force and effect throughout the term of
this Agreement (and following termination, to cover any claims arising from this Agreement)
commercial general liability insurance, which includes contractual liability coverage, product
liability and workers’ compensation insurance, with a limit of liability of $3,000,000. Any
limits on MDS’S insurance coverage shall not be construed to create a limit on its liability
with respect to its obligations hereunder. DVA shall be named as an additional insured on
vendor’s endorsement for product liability insurance. Such policies shall provide at least
thirty (30) days prior written notice to DVA of the cancellation, non-renewal or substantial
modification thereof. MDS shall supply certificates of insurance to DVA upon request.
	 
	 	 
	12.

	 	Compliance with DVA’s Policies.
	 
	 	 
	 

	 	The parties agree to negotiate in good faith to amend this Agreement and/or enter into such
additional agreements to the extent deemed necessary or appropriate by DVA in






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	 	connection with any disclosure by DVA to MDS of any patient information (including any
individually identifiable health information) and/or to comply with DVA’s Vendor Relations
and Health Information Privacy Policies and Procedures as provided by DVA to MDS, or any
federal or state regulations or statutes related to privacy of health information.
Simultaneously upon execution of this Agreement, DVA has delivered to MDS a copy of all
applicable Vendor Relations and Health Information Privacy Policies and Procedures in effect
on the date hereof, and MDS acknowledges receipt of same and agrees to make commercially
reasonable efforts to comply with the requirements thereof. During the term of this
Agreement, DVA shall provide MDS, from time to time, with additional Vendor Relations and/or
Health Information Privacy Policies and Procedures as they become effective, and with
updates and/or additional information related to same, at least thirty (30) days prior to
the effective date of each policy and procedure.
	 
	 	 
	13.

	 	Access.
	 
	 	 
	 

	 	MDS acknowledges, agrees and understands that [**] shall be permitted access [**]. Without limitation of the
foregoing, MDS agrees that it and its agents, representatives and employees shall at all
times comply with all applicable laws and regulations, and with DVA’S general policies and
procedures, regulations and guidelines regarding product promotion, health information
privacy and otherwise (which applicable policies, procedures, regulations and guidelines
shall be identified to MDS from time to time by DVA as more fully described in Section 12),
and that MDS’S discussion of the MDS PRODUCTS shall be in compliance with all such policies,
procedures, regulations and guidelines and all applicable laws and regulations.
Furthermore, MDS acknowledges, agrees and understands that [**].
	 
	 	 
	14.

	 	Training.
	 
	 	 
	 

	 	Subject to the terms of Section 13 above, MDS shall provide qualified clinical personnel to
deliver appropriate educational and in-service programs and materials, at [**] cost or
expense, to DVA’s corporate personnel at DVA’s facilities located throughout the United
States. The educational and in-service materials and programs shall include hands-on
training sessions, written literature, videos and/or CD-ROMS, as well as unlimited telephone
support services which shall be staffed by qualified personnel available during regular
business hours 5 days per week.






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	15.

	 	Monitoring Product Quality.
	 
	 	 
	 

	 	MDS shall inform DVA in writing within [**] of MDS’ receipt of a product complaint from DVA
acknowledging an initiation of an investigation into the complaint. MDS shall provide to
DVA a written update when the complaint sample has been received and sent to the factory.
Within [**] days, MDS shall notify DVA of the status of such complaint, if not already
previously notified by MDS. MDS will make best reasonable efforts to conclude all
complaints within [**] days. At the conclusion of the complaint, MDS shall provide a
thorough and formal written assessment to DVA’s Vice President, Clinical Operations.
	 
	 	 
	16.

	 	Meetings.
	 
	 	 
	16.1

	 	MDS may elect to participate in regional rallies, regional meetings, and other meetings and
presentations (“Other Meetings”) that may be organized from time to time by DVA during the
Term, other than DVA’s annual national meeting, annual medical directors meeting, and annual
divisional meetings, on such terms and conditions as shall generally apply to participation by
vendors at such Other Meetings.
	 
	 	 
	16.2

	 	MDS hereby acknowledges receipt of a copy of DVA’S current Policies and Procedures entitled
“Sponsorship Discounts and Event Participation” and “Vendor Relations Policy” (“Policies”),
and agrees to be bound by the terms thereof to the extent applicable. DVA agrees that, except
as provided in the Policies, none of its agents, representatives or employees (“Agents”) shall
otherwise solicit MDS for any other contributions, sponsorships, awards, prizes, raffles or
the like (“Contributions”), for DVA or any of its agents or facilities, whether in cash or in
kind, at any local, regional or national event, seminar, meeting, conference, rally or
pursuant to any other program. MDS acknowledges and agrees that, except as provided in the
Policies, it shall not make or offer to make any such other Contributions to DVA, its Agents,
or its facilities.
	 
	 	 
	17.

	 	Miscellaneous.
	 
	 	 
	17.1

	 	DVA acknowledges that the MDS PRODUCTS are intended for use only by qualified medical
personnel fully trained in their use and who are under the direction of a licensed physician
and have the Instructions for Use (provided within each unit of sale) readily available.
	 
	 	 
	17.2

	 	This Agreement contains the entire agreement between MDS and DVA and supercedes all prior
understandings or agreements of the parties, whether written or oral, with respect to the
subject matter hereof. No modification of, nor amendment to, this Agreement shall be
effective unless in writing and signed by MDS and DVA. The Schedules attached are
incorporated herein. To the extent that any provision of any purchase order, invoice, or any
other document, or the terms of any of MDS’S general policies, procedures or catalogs,
conflict with or materially alter any term of this Agreement, this Agreement shall govern and
control.
	 
	 	 
	17.3

	 	This Agreement is not, and shall not be construed to be, a grant of any right or license,
express or implied, to MDS by DVA to manufacture or sell the DVA CUSTOM CODES,






11









 






	 	 	 
	 

	 	or products that have identical specifications as the DVA CUSTOM CODES, to anyone other than
DVA’s chosen MDS CONTRACT DISTRIBUTOR. MDS shall not refer to the DVA CUSTOM CODES or the
specifications for any DVA CUSTOM CODES in any advertising or promotional literature or in
connection with any advertising or promotional literature, and MDS shall not disclose the
specifications of the DVA CUSTOM CODES to MDS CONTRACT DISTRIBUTOR.
	 
	 	 
	17.4

	 	The rights and obligations of the parties shall inure to the benefit of, and shall be binding
upon the parties hereto and their respective successors and assigns; provided that neither
party shall assign its rights and obligations hereunder without the prior written consent of
the other, such consent not to be unreasonably withheld, conditioned or delayed.
Notwithstanding the foregoing, (a) if MDS assigns its rights and obligations hereunder to any
party that is a competitor of DVA; or (b) if MDS engages in any transaction or series of
transactions not in the ordinary course of business with any party that is a competitor of DVA
(i) in which the persons, who are the stockholders of MDS immediately prior to the
consummation of such transaction, possess immediately after the consummation of such
transaction less than 50% of the voting power of MDS or, if MDS does not survive such
transaction, the surviving entity, or (ii) involving any sale or transfer of all or
substantially all of the assets of MDS, then MDS shall notify DVA of same within seven (7)
days following consummation of such transaction, and DVA shall have the right to terminate
this Agreement at any time immediately upon delivery of written notice to MDS.
	 
	 	 
	17.5

	 	This Agreement shall be governed by and construed according to the laws of the State of
Washington without reference to conflicts of law principles. Each party agrees to submit to
the jurisdiction of the courts of the State of Washington for the purpose of resolving any
dispute hereunder. If particular portions of this Agreement are ruled unenforceable, such
portions shall be deemed modified to the extent necessary to render such portions enforceable
and to preserve to the fullest extent permissible the intent and agreement of the parties
herein set forth.
	 
	 	 
	17.6

	 	Any notice required to be given under this Agreement shall be in writing and deemed to have
been given (a) one day following the sending of a facsimile if the sender on the same day
sends a confirming copy of such notice by a nationally recognized overnight delivery service
(charges prepaid) with instructions for overnight delivery, or (b) five days after the date of
mailing if mailed by first class mail, registered or certified mail with return receipt
requested (postage prepaid), or (c) one day following traceable delivery to a nationally
recognized overnight delivery service (with charges prepaid) with instructions for overnight
delivery, in each case addressed to the appropriate party at the following addresses:






	 	 	 	 	 
	 

	 	(i) to MDS:
	 	Medisystems Corporation
	 

	 	 	 	701 Pike Street, 16th Floor
	 

	 	 	 	Seattle, WA 98101-2016
	 

	 	 	 	Phone:(206)834-1200
	 

	 	 	 	Fax:(206)834-1201
	 
	 	 	 	 





12









 






	 	 	 	 	 
	 

	 	(ii) to DVA:
	 	DaVita Inc.
	 

	 	 	 	601 Hawaii Street
	 

	 	 	 	El Segundo, CA 90245
	 

	 	 	 	Attn: Vice President, Finance & Purchasing
	 

	 	 	 	Phone:(800)310-4872
	 

	 	 	 	Fax:(310)536-2675
	 
	 	 	 	 
	 

	 	With a copy to:
	 	601 Hawaii Street
	 

	 	 	 	El Segundo, CA 90245
	 

	 	 	 	Attn: General Counsel
	 

	 	 	 	Phone: (800)310-4872
	 

	 	 	 	Fax: (310)536-2679






	 	 	 
	17.7

	 	This Agreement may be executed in counterparts both of which shall be deemed to be originals.
Captions are intended for convenience of reference only.
	 
	17.8

	 	Neither party is in any way the legal representative or agent of the other nor authorized or
empowered to assume any obligation of any kind, implied or expressed, on behalf of the other
party, without the express written consent of the other. This Agreement shall not constitute,
create or in any way be interpreted as a joint venture or partnership of any kind.
	 
	17.9

	 	Each party to this Agreement (a) has participated in the preparation of this Agreement; (b)
has read and understands this Agreement; and (c) has been represented by counsel of its own
choice in the negotiation and preparation of this Agreement. Each party represents that this
Agreement is executed voluntarily and should not be construed against any party hereto solely
because it drafted all or a portion hereof.
	 
	17.10

	 	The failure to insist upon strict adherence to one or more or all of the provisions of this
Agreement on any one or more occasions, shall not be construed as a waiver, nor shall such
course of action deprive a party of the right thereafter to require strict compliance with
same.
	 
	17.11

	 	Any discounts, rebates, incentives, or other reductions in price issued by MDS to its MDS
CONTRACT DISTRIBUTOR under this Agreement may constitute a discount within the meaning of 42
U.S.C. Section 1320a-7b (b)(3)(A). DVA may have an obligation to properly disclose and
appropriately reflect such discount to any state or federal program that provides cost or
charge based reimbursement to DVA for the items to which the discount applies. MDS shall also
provide to DVA or MDS CONTRACT DISTRIBUTOR any other information that they may require in
order to comply with any such obligations.
	 
	17.12

	 	To the extent required by §1861(v)(l)(I) of the Social Security Act, as amended, the parties
will allow the U.S. Department of Health and Human Services, the U.S. Comptroller General and
their duly authorized representatives, access to this Agreement and records necessary to
verify the nature and extent of costs incurred pursuant to it during the Term and for four
years following the last date Products are furnished under it.






13









 






	 	 	 
	 

	 	If MDS carries out the duties of this Agreement through a subcontract worth $10,000 or more
over a 12-month period with a related organization, the subcontract shall also contain an
access clause to permit access by the U.S. Department of Health and Human Services, the U.S.
Comptroller General, and their duly authorized representatives to the related organization’s
books and records. Nothing in this paragraph is intended to waive any right either party
may have under applicable law or regulations to retain in confidence information included in
records so requested.






     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 
	MEDISYSTEMS CORPORATION

	 	DAVITA INC.
	 
	 	 
	By:  /s/ David S. Utterberg                                                    

	 	By:  /s/ HWG Seay                                                              
	 
	 	 
	Name:  David S. Utterberg                                                     

	 	Name:  HWG Seay                                                              
	 
	 	 
	Title:    President                                                                     

	 	Title:    VP Finance                                                              
	 
	 	 
	Date:    01/04/04       
                                                               

	 	Date:    12/22/03      
                                                            







14









 








Schedule A

MDS PRODUCTS




     BLOOD TUBING PRODUCTS



     (1) Custom DaVita Codes consisting of:




	 	a)	 	pre-pump chamber blood tubing set Code K3-9992/9792 Rev. 04, and
	 
	         b)      post-pump chamber blood tubing set code K3-9990/9792 Rev. 04; in each case as per samples
heretofore provided to DVA and referenced by the final accepted specification drawings attached as
pages 17-A through 17 — C hereto (collectively, the “CUSTOM DVA CODES”); and





     (2) all other ReadySet blood tubing set codes currently in use by DVA clinics, as of the
Effective Date of this Agreement:


K3-9692/9793

K3-9690/9792

K3-9691/9792

K3-9642/9795

K3-9696/9793

K3-8630/9795,



(the “OTHER BLOODLINE CODES”).




     The OTHER BLOODLINE CODES together with the CUSTOM DVA CODES are referred to herein as the
“BLOOD TUBING PRODUCTS”.



     ACCESS DEVICES



     (1) AVF Needle Set codes currently in use by DVA clinics, as of the Effective Date of this
Agreement:




	 	a)	 	MDS Codes D9-20XXMG (w/ MasterGuard®), TWINPACK+TM,
	 
	 	b)	 	MDS Codes S9-70XXMG (w/ MasterGuard), single,
	 
	 	c)	 	MDS Codes D9-20XX (w/o MasterGuard), TWINPACK+,
	 
	 	d)	 	MDS Codes S9-70XX (w/o MasterGuard, single), (the “AVF NEEDLE SETS”), and





     (2) Medic plastic antistick needle/connector codes currently in use by DVA clinics, as of the
Effective Date of this Agreement:




	 	a)	 	MDS Code M8-5005 and
	 
	 	b)	 	MDS Code M8-5007 (the “MEDIC”).




15









 











Schedule A

MDS PRODUCTS



The MEDIC together with the AVF NEEDLE SETS are referred to herein as the “ACCESS DEVICES”.




Specifications for CUSTOM DVA CODES




[**]






16









 





Schedule B

EFFECTIVE PRICES

[**]




	 	 	 
	BLOOD TUBING PRODUCTS
	 	 
	 
	 	 
	CUSTOM DVA CODES
	 	 
	Code: K3-9992/9792 Rev. 04

	 	[**]
	Code: K3-9990/9792 Rev. 04

	 	[**]
	 
	 	 
	OTHER BLOODLINE CODES

	 	[**]
	 
	 	 
	ACCESS DEVICES
	 	 
	 
	 	 
	AVF NEEDLE SETS
	 	 
	Codes D9-20XXMG (w/ MasterGuard), TWINPACK+

	 	[**]
	Codes S9-70XXMG(w/MasterGuard), single

	 	[**]
	Codes D9-20XX (w/o MasterGuard), TWINPACK+

	 	[**]
	Codes S9-70XX (w/o MasterGuard), single

	 	[**]
	 
	 	 
	MEDIC plastic antistick needle/connector
	 	 
	Code M8-5005 (“bevel tip”, bulk, sterile)

	 	see * below
	Code M8-5007 (“bevel tip”, sterile, tamperproof)

	 	see * below






	 	 	 	 	 
	 
	 	1st Contract Year*	 	 
	 
	 	Total Unit Purchases of:	 	 
	[**]	 	[**]
	 	[**]
	[**]
	 	[**]
	 	[**]
	 	 	 	 	 
	 
	 	2nd Contract Year*	 	 
	 
	 	Total Unit Purchases of:	 	 
	[**]	 	[**]	 	[**]
	[**]
	 	[**]
	 	[**]





 





* [**]. The 1st Contract Year
commences on the Effective Date and the 2nd Contract Year commences on the first
anniversary of the Effective Date.




20









 








Schedule C

AUTHORIZED MDS CONTRACT DISTRIBUTORS




[**]




[**]





21









 








FIRST AMENDMENT




     THIS FIRST AMENDMENT (this “Amendment”) is effective as of the 24th day of June 2005
(“Amendment Date”) by and between Medisystems Corporation, a Washington corporation (“MDS”) and
DaVita Inc., a Delaware corporation (“DVA”).



WITNESSETH:




     WHEREAS, MDS and DVA entered into an agreement effective December 22, 2003 (the “Effective
Date”) relating to the purchase by DVA from MDS CONTRACT DISTRIBUTORS of certain blood tubing
products and access devices (the “Agreement”); and



     WHEREAS, the parties wish to amend the Agreement to extend the Term thereof and to modify
certain other provisions of the Agreement.



     NOW, THEREFORE, in consideration of the promises herein contained and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:



	 	 	 
	1.

	 	Section 1.1 of the Agreement is hereby deleted in its entirety and amended to read as
follows:
	 
	 	 
	1.1

	 	(a) Except as set forth in Section 1.1 (b) and (c), during the Term of this Agreement, DVA
shall purchase BLOOD TUBING PRODUCTS (as identified and defined on Schedule A) from DVA’s
chosen MDS CONTRACT DISTRIBUTOR (as identified on Schedule C) sufficient to fulfill at least
[**] percent ([**]%) of DVA’s total blood tubing set usage (in pairs) in DVA-owned facilities,
including inventory needs, but not including [**] unless and
until DVA elects by [**] days written notification to MDS, which notification shall be given
by DVA upon the earlier of (X) [**] or (Y) the date on which such acquired facility has used up its inventory of
blood tubing products (the “BLOODLINE COMMITMENT”).
	 
	 	 
	 

	 	(b) If during the first twelve (12) months following the Amendment Date, DVA determines
that it can [**], then DVA shall
provide written notice to MDS of these findings and: (y) beginning on July 21, 2006, DVA’s
BLOODLINE COMMITMENT shall be decreased from ([**]%) of DVA’s total blood tubing set usage
(in pairs) in DVA-owned facilities, including inventory needs, to [**] percent ([**]%) of
DVA’s total blood tubing set usage (in pairs) in DVA-owned facilities, including inventory
need (but not including any [**]






 









 






	 	 	 
	 

	 	and (z)
beginning on August 21, 2006, DVA’s BLOODLINE COMMITMENT shall be decreased from [**]
percent ([**]%) of DVA’s total blood tubing set usage (in pairs) in DVA-owned facilities,
including inventory needs, to [**] percent ([**]%) of DVA’s total blood tubing set usage (in
pairs) in DVA-owned facilities, including inventory needs (but not including any [**].
	 
	 	 
	 

	 	(c) If during the first eighteen (18) months following the inception, if any, of the Second
BTP Renewal Term as such term is defined in Section 5.1 below, it is determined by DVA that
it can [**], then DVA shall provide
written notice to MDS of these findings and: (y) beginning on July 21, 2008, DVA’s
BLOODLINE COMMITMENT shall be decreased from ([**]%) of DVA’s total blood tubing set usage
(in pairs) in DVA-owned facilities, including inventory needs, to [**] percent ([**]%) of
DVA’s total blood tubing set usage (in pairs) in DVA-owned facilities, including inventory
need (but not including any [**] and (z) beginning on August 21, 2008, DVA’s BLOODLINE
COMMITMENT shall be decreased from [**] percent ([**]%) of DVA’s total blood tubing set
usage (in pairs) in DVA-owned facilities, including inventory needs, to [**] percent ([**]%)
of DVA’s total blood tubing set usage (in pairs) in DVA-owned facilities, including
inventory needs (but not including any [**].
	 
	 	 
	 

	 	(d) For purposes of this Amendment, the term [**] shall be determined solely by DVA through an evaluation of the BLOOD TUBING
PRODUCTS [**] (the “Evaluation”), Although MDS shall be
entitled to receive a copy of an explanation of the Evaluation results, MDS hereby
acknowledges that it shall have no rights, whatsoever, to challenge DVA’s determination.






2









 






	 	 	 
	 

	 	(e) MDS may audit DVA’s compliance with the BLOODLINE COMMITMENT, at its sole cost and
expense, by a third party accounting firm reasonably acceptable to DVA and with
confidentiality requirements acceptable to DVA, during normal business hours and upon at
least [**] business days notice to DVA. If during each [**] period during the
Term of this Agreement DVA [**], DVA shall [**] not so purchased during [**] period, and, except for this
provision and the terms of section 1.4 below, MDS shall not be entitled to any other damages
or remedy whatsoever. Any such payment by DVA to MDS shall be made within [**] days of the
anniversary of this Agreement.
	 
	 	 
	2.

	 	Section 1.2 of the Agreement is hereby deleted in its entirety and amended to read as
follows:
	 
	 	 
	1.2

	 	(a) From the Effective Date until the Amendment Date of this Agreement (the “Initial AVF
Period”), DVA shall purchase AVF NEEDLE SETS (as identified and defined on Schedule A) from
DVA’s chosen MDS CONTRACT DISTRIBUTOR sufficient to fulfill at least [**] percent ([**]%) of
DVA’s total AVF set usage (in each equivalents) in DVA-owned facilities, including inventory
needs, but not including [**] unless and until DVA elects by [**] days written notification to MDS,
which notification shall be given by DVA upon the earlier of (X) [**] or (Y) the date on which such acquired facility has used
up its inventory of AVF products (the “AVF COMMITMENT” for the Initial AVF Period). The
foregoing AVF COMMITMENT shall go into effect commencing three (3) months after the Effective
Date of this Agreement (with the first three months constituting a “grace period”).
	 
	 	 
	 

	 	(b) Effective as of the Amendment
Date, DVA [**] AVF needles, in each needle equivalents, of the AVF NEEDLE SETS (as identified and
defined on Schedule A) per month from DVA’s chosen MDS CONTRACT DISTRIBUTOR (the “AVF
COMMITMENT” commencing after the Amendment Date of this Agreement.)
	 
	 	 
	 

	 	(c) MDS may audit annual compliance for the Initial AVF Period, at its sole cost and
expense, by a third party accounting firm reasonably acceptable to DVA and with
confidentiality requirements acceptable to DVA, during normal business hours and upon at
least [**] business days notice to DVA.
	 
	 	 
	 

	 	(d) If during each [**] period during the Term of this Agreement DVA [**], DVA shall
[**] not so purchased during [**] period (but this provision shall not apply with respect to the “grace
period”), and, except for this provision and the






3









 






	 	 	 
	 

	 	terms of section 1.4 below, MDS shall not be entitled to any other damages or remedy
whatsoever. Any such payment by DVA to MDS shall be made within [**] days of each
anniversary of this Agreement.
	 
	 	 
	3.

	 	Section 5.1 of the Agreement is hereby amended in its entirety to read as follows:
	 
	 	 
	5.1

	 	Unless earlier terminated pursuant to this Sections, this Agreement shall continue in effect
as follows:
	 
	 	 
	 

	 	(a) for BLOOD TUBING PRODUCTS, through September 21, 2006 (“First BTP Renewal Term”);
provided, however, that if DVA determines that it can not [**] pursuant to the terms set forth in Section 1.1 of this
Agreement, this Agreement shall be renewed for an additional term of twenty-four (24) months
through September 21, 2008 (“Second BTP Renewal Term”).
	 
	 	 
	 

	 	(b) for all other MDS PRODUCTS, through December 21, 2007.
	 
	 	 
	4.

	 	The following sentence shall be added to Schedule B, following the tier pricing structure
applicable to the MEDIC plastic antistick needle/connector for the 2nd Contract
Year, as follows: “The tier pricing structure for the 3rd and 4th
Contract Years shall [**].”
	 
	 	 
	5.

	 	Defined terms used herein without definitions have the meanings assigned to such terms in the
Agreement.
	 
	 	 
	6.

	 	Except as specifically and expressly modified herein, all of the terms and conditions of the
Agreement shall remain in full force and effect as originally written.
	 
	 	 
	7.

	 	This Amendment may be executed in multiple counterparts, and all such counterparts shall
constitute a single amendment.






     IN WITNESS WHEREOF, authorized representatives of the parties have executed this Amendment to
the Agreement.



	 	 	 	 	 	 	 	 	 	 	 
	MEDISYSTEMS CORPORATION

	 	 
	 
    	DAVITA INC. 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ David Utterberg
	 	 
	 	By:
	 	/s/ HWG Seay
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	David Utterberg
	 	 	 	Name:
	 	HWG Seay	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	President
	 	 	 	Title:
	 	Vice President	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	6/24/05
	 	 	 	Date:
	 	6/28/05	 	 
	 

	 	 
	 	 	 	 	 	 	 	 






4