##### 



Exhibit
10.9
     
    CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.




---



##### 



SERVICES AND OBLIGATIONS OF USPG
 General Responsibilities provided, however
 Part D Capabilities Exhibit 1.02
 Marketing and Beneficiary Communication Exhibit 1.03




---



##### 



Enrollment Billing and Premium Collection Exhibit 1.04
 Enrollment and Eligibility Exhibit
1.05 Exhibit 1.05
 Enrollee Inquiries and Grievance Processing Exhibit 1.06
 NationsHealth *** Exhibit 1.07
 REPRESENTATIONS AND WARRANTIES OF CIGNA;  *** OF CIGNA
  Corporate Status; Authorizations
 Part D Qualification
 2




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##### 



Part D Contract Requirements provided, however
 State Licensure
 *** Exhibit 2.02
 COMPENSATION AND INVESTMENT
 Determination of Compensation Exhibit 3. 01
 Common Stock Purchase Exhibit 3.02
 Issuance of Warrants to CIGNA Exhibit
3.03
 Registration Rights Exhibit 3.04
 3




---



##### 



ARTICLE IV  ADDITIONAL AGREEMENTS
 Legal and Regulatory Compliance
 provided, however
 provided, however
    4




---



##### 



Inspection, Audit and Acceptance
   Representations and Covenants of USPG and NationsHealth
 Contracting Capacity 5
        Corporate Status; Authorizations Exhibit 4.03(b)
 Warranting and Certification of Data
 6




---



##### 



Signed:
Certifying Officer Compliance with Grievance Requirements Exhibit 1.06
 Privacy and Security of Certain Data
 Exhibit 4.06
  7




---



##### 



Assignment and Subcontracting Exhibit
4.07
 Advance Consent to Assignment Among Affiliates of CIGNA
 Delegation of Duties
 Document Retention, Audit Rights
 8




---



##### 



provided however
 Ownership of Assets
 Organization of Committee
 SEPARATE PRODUCT OFFERINGS: FUTURE ENDEAVORS
 Sale of Other Products and Services by USPG or NationsHealth provided, however
 9




---



##### 



Prohibition on Discount Card Marketing to Part D-Eligible Enrollees
 Future Endeavors Exhibit 5.03
 TERM AND TERMINATION
 Agreement Contingent on CMS Acceptance of CIGNA Applications
 Agreement Contingent on NationsHealth Funding of *** and NationsHealth
***
 Required NationsHealth Funding
   Elections Available to CIGNA in the Absence of Funding by NationsHealth
 10




---



##### 



provided,
however
    (A)
    
    CIGNA shall be responsible for *** of the first
*** of the *** for 2005.(B)
    
    CIGNA may reduce the monthly settlement payment
due to NationsHealth as described in Exhibit 3.01 by a fee
reduction equal to *** until such time as NationsHealth and/or USPGs
portion of the 2005 *** is recovered, and for an additional ***
thereafter. Such fee reduction shall be applied until the earlier of
the date described in the preceding sentence or the termination of this
Agreement.(C)
    
    The Advanced Expense Payment to NationsHealth
shall increase from *** of the estimated *** for the month in question
to *** of the estimated *** for such month.
 Term of this Agreement
 Termination provided, however
 11




---



##### 



For Cause
         provided, however provided further 12
         Optional Extension of Counter-Party Performance in Connection With Early
Termination
 Early Termination for Failure to Meet Enrollee Threshold, Net Loss provided however
 Early Termination for Other Reasons provided however
 Effect of Termination or Expiration of Agreement Upon Enrollees; Contingent
Financial Settlement; Option to Acquire Servicing Assets; No Loss of Rights in Cardholder Data; No
Preclusion on Marketing by USPG and NationsHealth
 Post-Termination Re-Enrollment
 13




---



##### 



Contingent Financial Settlement
       Option to Acquire Servicing Assets Exhibits
1.02, 1.03, 1.04, 1.05 1.06
 14




---



##### 



No Loss of Rights in Cardholder Data; No Preclusion on Marketing by USPG and
NationsHealth
 Inapplicability of Post-Termination *** Arrangements and
Contingent Financial Settlement to CIGNA as a Result of a Termination For Cause by
NationsHealth
 CONFIDENTIALITY; USE OF INTELLECTUAL PROPERTY;  ENROLLEE DATA; EXCLUSIVITY
 Confidentiality
 Use of Proprietary Information
  15




---



##### 



16
        Data Exhibit 7.03 Exhibit 7.03
 Exclusivity
 Exclusive Rights of USPG provided,
however
     Exhibit 3.01 Exhibit 3.01
 Exclusive Rights of CIGNA
 17      SURVIVAL; INDEMNIFICATION
 Survival of Representations and Warranties
 Mutual Indemnification
   Method of Asserting Third-Party Claims
   18
         provided however
  Limitations on Indemnification
 Insurance
 19
      ARTICLE IX  DISPUTE RESOLUTION
 Disputes provided however provided, however
 Commencing Arbitration
 Decision Binding; Federal Arbitration Act
 Waiver; Survival
 20
      ARTICLE X  DEFINITIONS
 Defined Terms
  Affiliate
 CIGNA Data
 Committee
 Confidential Information
 Contract
 Control
 Domiciled
 Dual Eligibles
 Employer Group
 21
      Enrollee or Part D Enrollee
 Governmental Authority
 Knowledge of USPG and NationsHealth Exhibit 10.01(a)
 Knowledge of CIGNA Exhibit
10.01(b).
 Law
 Material Adverse Effect
 Medicare Program
 NationsHealth Data
 Net Loss
 Part B Supplies
 Parties
 Person
 22
      Tax
 ARTICLE XI  GENERAL PROVISIONS
 Notices
 If to USPG or NationsHealth:
 th
  
 th
 23
      If to CIGNA
 
  
 Headings
 Severability
 Entire Agreement
 Assignment provided however
 Parties in Interest
 Construction of Terms
 24
      No Strict Construction
 Governing Law; Jurisdiction; Waiver of Jury Trial
   Amendment
 Waiver
 25
      Counterparts
  SIGNATURES APPEAR ON FOLLOWING PAGE
 26
      UNITED STATES PHARMACEUTICAL GROUP, LLCBy /s/ Glenn M. ParkerIts Chief Executive OfficerNATIONSHEALTH, INC.By /s/ Glenn M. ParkerIts Chief Executive OfficerCONNECTICUT GENERAL LIFE INSURANCE COMPANYBy /s/ Jonathan N. RubenIts Chief Financial Officer 27
      EXHIBIT 1.02
   A.
    
    Connectivity:
 1.
    
    to CMS via the *** to send and receive enrollment information to and from CMS for
processing;2.
    
    to CIGNA or its designee to send and receive eligibility information linked to benefit
design for point-of-service claim processing (protocol, format, and content to be agreed by
the Parties);3.
    
    to CIGNA to send and receive enrollment, financial, reporting, and other information as
necessary (protocols, formats, and contents to be agreed by the Parties).
 B.
    
    Systems:
 1.
    
    to accept applications from prospective Enrollees, interact with CMS systems to verify
Part D eligibility, make enrollments and disenrollments effective, issue enrollee membership
cards, interact with CIGNA or its designee to make eligibility information linked to benefit
design available for point-of-service pharmacy claim processing as further described in
Exhibit 1.05;2.
    
    to track and monitor inbound and outbound member calls and to collect and report
statistics on response times and accuracy and call abandonment rates;3.
    
    to track and respond to enrollee correspondence whether received by regular mail,
telecopy, or e-mail;4.
    
    to provide prospective Enrollees with information about the PDP over the Internet as
further described in Exhibit 1.03;5.
    
    to perform Enrollee premium billing and collections as further described in Exhibit
1.04;6.
    
    to track, manage, and report on member grievances as further described in Exhibit
1.06;7.
    
    to monitor and audit each area of service to determine compliance with quality, service
levels, and accuracy standards agreed-upon by the parties.
 C.
    
    Data Management and Reporting Processes:
 1.
    
    to enable CIGNA to fulfill its reporting obligations to CMS as a PDP Sponsor. CMS
reporting requirements include but are not limited to statistics regarding enrollment,
disenrollment, grievances, and call center measures.2.
    
    to enable management and monitoring of the services and systems described in
Exhibits 1.03  1.05 and this Exhibit 1.02. The format, content, and
timing of management reports are to be agreed upon by the Parties.
 D.
    
    Sufficient personnel (employed and contracted) to ensure the timely performance of USPGs
obligations hereunder in a manner that provides Medicare beneficiaries and their representa
 28
      tives convenient, accessible and accurate service in a courteous, professional manner, as well
as being responsive to diverse groups. All such personnel shall be trained in accordance with
applicable CMS guidance.
 E.
    
    Systems and infrastructure *** on or before ***, or such other date as CMS requires for
testing or otherwise.
 F.
    
    A detailed Service Level Agreement (SLA) mutually agreed to with CIGNA within *** after the
Effective Date. The SLA shall specify standards of timeliness, accuracy, and quality in
addition to, or in excess of, the standards that are set forth in CMS instructions and
guidelines and agreed upon monetary penalties and incentives for, respectively, failing to
meet or exceeding, service levels with respect to the services to be provided by USPG.
 G.
    
    A detailed disaster recovery and business continuation plan within *** after the Effective
Date as further described in Exhibit 7.03.
 29
      EXHIBIT 1.03
  A.
    
    USPG shall market CIGNAs PDP in accordance with applicable CMS requirements set forth at 42
C.F.R. § 423.50 and the CMS marketing guidelines applicable to the PDP, and the marketing
program agreed to by USPG, NationsHealth and CIGNA. Until such time as CMS issues guidance
specific to PDPs, if any, the parties shall rely on Chapter 3 of CMSs Managed Care Manual.
 1.
    
    USPG shall create marketing and beneficiary communications materials and facilitate the
approval process with CMS.2.
    
    CIGNA shall review and approve marketing and beneficiary communications materials and
provide plan-specific content as required.3.
    
    The parties shall develop a schedule for the preparation of all marketing materials for
submittal to CMS no later than August 1, 2005, or earlier if so required by CMS.4.
    
    The name of CIGNA (or a CIGNA Affiliate) and the name of NationsHealth or USPG will be
displayed on the identification card distributed to Enrollees.
 B.
    
    USPG shall provide the following marketing and distribution services:
 1.
    
    For purposes of this Exhibit 1.03, marketing materials include any informational
materials targeted to Medicare beneficiaries which (i) promote the PDP; (ii) inform
Medicare beneficiaries that they may enroll, or remain enrolled in the PDP; (iii) explain
the benefits of enrollment in the PDP, or the rules that apply to Enrollees; and (iv)
explain how Medicare services are covered under the PDP, including conditions that apply to
such coverage.2.
    
    USPG shall market the PDP using *** agreed to by USPG, NationsHealth, and CIGNA, which
shall include *** and ***.3.
    
    USPG shall distribute to prospective Enrollees and employers written marketing
materials regarding the PDP in accordance with the distribution plan agreed to by USPG,
NationsHealth, and CIGNA.4.
    
    USPG shall allocate its marketing resources to include the disabled Medicare
population, Dual Eligibles, as well as beneficiaries age 65 and over, and shall establish
and maintain a system for confirming that enrolled beneficiaries have in fact enrolled in
the PDP and understand the rules applicable to and benefits available under the PDP.5.
    
    Annually and at the time of enrollment, USPG agrees to provide Enrollees information on
the following features of the PDP:
 
    
    Enrollment Procedures;
    
    Enrollee Procedural Rights;
 30
      
    
    Potential for Contract Termination;
    
    PDP Benefits for standard Part D benefits;
    
    Types of Pharmacies in the Pharmacy Network;
    
    Out-of-network Pharmacy Access;
    
    Premiums;
    
    Service Area;
    
    Current PDP Formularies;
    
    60-days notice to potential and current Enrollees of the removal or change in the
their placement of any drug on the plans formulary;
    
    Information about quality and performance indicators;
    
    Information about utilization management procedures;
    
    Information about the frequency of Enrollee grievances and appeals; and
    
    Information on CIGNAs financial condition.
 6.
    
    USPG will operate an Internet website the content of which shall be jointly developed
by the parties. The website shall contain the information listed in 5 above as well as all
marketing materials for the PDP. For information held in the control of CIGNA or its
designee, the parties shall agree to the form, format and schedule for CIGNA to provide
such information. The website shall be available for pre-enrollment and for Enrollees
post-enrollment. CIGNA and USPG may agree to provide enhanced functionality for
post-enrollment support by, for example, using myCIGNA.com functionality and frameworks.7.
    
    USPG will maintain a toll-free customer service call center that is open during usual
business hours and provides customer telephone service for potential and current Enrollees
in compliance with standard business practices. USPG agrees to operate the call center in
accordance with the following:
 
    
    The call center shall operate Monday through Friday from no less than 8:00 AM  4:30
PM local time for those time zones where the PDP is offered, including the continental
United States, Hawaii, and Alaska, unless the parties agree otherwise;
    
    *** of all incoming customer calls shall be answered within ***;
    
    The *** rate of all incoming customer calls shall not exceed ***;
    
    The *** rate shall be set forth in the SLA;
    
    The call center shall provide thorough information about the PDPs benefit plans,
including co-payments, deductibles, and network pharmacies;
    
    The call center shall incorporate procedures for handling customer complaints;
    
    The call center shall provide service to non-English speaking and hearing impaired
Enrollees;
    
    The call center shall provide the information described in 5 above. CIGNA will
provide the information within its, or its designees, possession to USPG or provide
the requisite tools to enable USPGs access to such information.
    
    The call center shall refer appeals and coverage determination issues, provider
inquiries, and potential fraud and abuse matters to CIGNA.
 31
      8.
    
    USPG shall distribute to Enrollees information jointly developed by the parties
regarding the PDP formularies and tiers, step therapy, PA and dose limits.9.
    
    USPG shall distribute to Enrollees information regarding the coverage determination,
exceptions, grievance and appeals process, which information shall be included in the PDPs
Evidence of Coverage and outreach materials jointly developed by the parties.10.
    
    USPG shall provide to CIGNA the information necessary for CIGNAs submissions to CMS
for the CMS comparative website in accordance with the requirements set forth at 42 C.F.R.
§ 423.48.
 C.
    
    Additional Obligations of USPG and NationsHealth
 1.
    
    USPG shall require its employees, agents, and representatives engaged in marketing
CIGNAs PDP to receive training in CMS Medicare marketing instructions and guidelines
before they are permitted to talk with prospective Enrollees. Each such employee, agent,
and representative shall sign a form acknowledging that he or she has received such
training. CIGNA shall have a reasonable period of time within which to review, and comment
on, any training materials.2.
    
    USPG will make available to prospective and current Enrollees only those marketing
materials that have been approved by CIGNA and CMS in accordance with 42 C.F.R. § 423.50.3.
    
    USPG shall report to CIGNA the ***. The form, content and frequency of such reports
shall be agreed to by the parties.4.
    
    USPG shall monitor and/or record for later review no less than ***. The parties shall
agree upon standards against which the quality and accuracy of such monitored or
review/call will be assessed. USPG shall report the results of its call center monitoring
and review on a quarterly basis, together with any corrective actions taken with respect to
call center personnel who fail to meet the parties agreed-upon acceptable quality levels.5.
    
    USPG shall report to CIGNA the *** for calls, *** rates, and related statistics. The
form, content and frequency of such reports shall be agreed to by the parties.6.
    
    USPG shall provide call center statistics as specified in CMSs Final Medicare Part D
Reporting Requirements in sufficient time for CIGNA to provide them to CMS at the times set
forth in Section VIII thereof.7.
    
    USPG shall maintain records and provide support for any CMS or HHS OIG audits of
marketing and call center operations.
 32
      EXHIBIT 1.04
             33
      EXHIBIT 1.05
  A.
    
    Systems Capability. USPG shall establish and maintain an eligibility system that
satisfies CMS requirements and has the following features and capabilities:
 1.
    
    Accept low income status data from CMS;2.
    
    Generate eligibility data for low income status Enrollees that identifies their
separate benefit design;3.
    
    Notify CIGNA or CIGNAs designee when low income status changes occur to support
co-payment and coinsurance refunds and State Pharmaceutical Assistance Program (SPAP)
payments *** of its receipt of such information;4.
    
    Generate eligibility information for Enrollees that identifies their low income status
in support of point-of-service claim processing;5.
    
    Provide confirmation to long-term care and other special populations of their status;6.
    
    Accept individual and batch enrollments in any form, including online, paper, and
electronic feeds;7.
    
    Administer an annual enrollment period at the following times: (a) for contract year
2006: November 15, 2005 through May 15, 2006; and (b) for contract year 2007 and
thereafter: November 15 through December 31 of each year for the upcoming contract year;8.
    
    Support special enrollment periods for age-ins, enrollees of other Part D plans who
move out of the service areas of such other Part D plans, and other circumstances set forth
in 42 CFR § 423.38(c);9.
    
    Collect and exchange information for coordination of benefits purposes information
regarding other coverage that an Enrollee has for prescription drugs in support of
coordination of benefits services required of CIGNA by CMS; and,10.
    
    Collect and transmit data elements specified by CMS for the purposes of enrolling and
disenrolling beneficiaries in accordance with timeframes specified in CMS instructions and
any standards agreed upon in the SLA.
 B.
    
    Enrollment Forms and Materials. USPG shall:
 1.
    
    Jointly develop with CIGNA enrollment forms that satisfy CMS requirements and are
approved by CMS;2.
    
    Within the time period required by CMS after USPGs receipt of notice from CMS of an
Enrollees acceptance, mail identification cards to Enrollees with the following features:
 34
      
    
    include the Enrollees drug co-payments,
    
    exclude the Enrollees Social Security Number and HIC, and utilize an enrollees ID
number, and
    
    include the contract number of CIGNAs contract with CMS;
 C.
    
    Enrollment Process. USPG shall:
 1.
    
    Administer an enrollment process jointly developed with CIGNA that satisfies CMS
guidelines and that includes:
 
    
    communicating with beneficiaries who are applying for enrollment in the PDP within
timeframes specified by CMS or otherwise agreed upon by the parties;
    
    initiating appropriate follow up with beneficiaries who have incomplete enrollment
applications within *** calendar days of receipt of such applications or such period
specified in the SLA; and
    
    making enrollments effective according to the effective date policy associated with
the enrollment period in which the enrollment is received.
 2.
    
    Within *** of its receipt of a complete application, transmit the application to CMS in
the CMS-required format. Notify applicants of the acceptance or denial of their enrollment
application within *** days of USPGs receipt of notification of such acceptance or denial.3.
    
    Notify each Enrollee prior to or at the time of enrollment, of expected uses and
disclosures of the Enrollees protected health information, and the Enrollees rights and
CIGNAs duties with respect to such information.4.
    
    Administer a process to confirm that beneficiaries have enrolled in the PDP and
understand the PDPs rules. Such process shall involve a signed attestation by the
Enrollee and, upon receipt of notice of enrollment acceptance, *** as jointly developed by
the Parties. As the Parties may so agree, USPG shall make a *** within such time and using
such script as jointly agreed to by the Parties.5.
    
    Accept enrollments from beneficiaries beginning November 15, 2005.6.
    
    Enroll Medicare beneficiaries who are eligible for Part D and reside in the PDPs
Service Area during allowable enrollment periods according to CMS requirements with no
underwriting;7.
    
    ***.8.
    
    Not enroll beneficiaries except during allowable enrollment periods specified by CMS.9.
    
    Accept and process any automatic enrollment by CMS of full-benefit dual eligible
individuals and low income subsidy beneficiaries who fail to enroll in a Part D plan.
 35
      10.
    
    Develop policies and procedures for addressing beneficiary requests for a Special
Enrollment Periods under 42 CFR § 423.38(c) and verifying a beneficiarys eligibility for
a Special Enrollment Period.11.
    
    Receive enrollment forms from Enrollees and retain such forms in paper form.12.
    
    Certify the enrollment data in accordance with Section 9(b) of this Agreement.13.
    
    Agree in the SLA to timeliness and upon high accuracy standards for the foregoing
functions.
 D.
    
    Maintenance of Enrollment. An Enrollee shall remain enrolled in the PDP until one of
the following occurs:
 
    
    The individual enrolls in another Part D plan or MA-PD plan;
    
    The individual voluntarily disenrolls from the PDP;
    
    The individual is involuntary disenrolled from the PDP in accordance with 42 C.F.R. §
423.44(b)(2);
    
    The PDP is discontinued within the Service Area in which the individual resides; or
    
    CMS enrolls a Dual Eligible Enrollee in another Part D Plan in accordance with
42 C.F.R. § 423.34(c).
 E.
    
    Disenrollment Management. USPG shall administer the PDPs disenrollment process in
accordance with policies and procedures jointly developed by the parties and in accordance
with CMS disenrollment procedure requirements.
 1.
    
    Voluntary Disenrollments. USPG will accept and process voluntary
disenrollments requests from Enrollees only during allowable periods as specified by CMS.
USPG will:
 (i)
    
    Submit a disenrollment notice to CMS within timeframes CMS specifies;(ii)
    
    Provide the Enrollee with a notice of disenrollment as CMS determines and
approves; and(iii)
    
    File and retain disenrollment requests for the period specified in CMS
instructions.
 2.
    
    Involuntary Disenrollments.
 (i)
    
    USPG shall initiate and process involuntary disenrollments of Enrollees in
accordance with applicable CMS requirements. Except as permitted by CMS regulations,
USPG shall not involuntarily disenroll an individual from the PDP, or orally or in
writing, or by any action or inaction, request or encourage an Enrollee to disenroll.(ii)
    
    Optional Involuntary Disenrollment. USPG shall disenroll an Enrollee
from the PDP in any of the following circumstances: (a) ***; or (b) ***.(iii)
    
    Required Involuntary Disenrollment. USPG shall disenroll an Enrollee
from the PDP in any of the following circumstances: (a) The Enrollee no longer resides
in the
 36
      PDPs Service Area; (b) The Enrollee loses eligibility for Part D; (c) Death of the
Enrollee; (d) CIGNAs contract is terminated by CMS or by CIGNA or through mutual
consent; and (e) The individual materially misrepresents information, as determined by
CMS, to the CIGNA or USPG that the individual has or expects to receive reimbursement
for third-party coverage. USPG shall disenroll affected Enrollees in accordance with
the procedures for disenrollment set forth at 42 C.F.R. § 423.507 through § 423.510.(iv)
    
    Monthly Reconciliations. USPG shall prepare a monthly reconciliation
of involuntary disenrollments to ensure prompt crediting of premiums collected from CMS
for involuntarily disenrolled enrollees.
 3.
    
    Notice Requirement.
 (i)
    
    If the disenrollment is for any of the reasons specified in Sections B, C(i) or
(iv) of this section (that is, other than death or loss of Part D eligibility) USPG
shall give the individual timely notice of the disenrollment with an explanation of why
CIGNA is planning to disenroll the individual pursuant to 42 CFR § 423.44 and any CMS
guidance.(ii)
    
    Notices for reasons specified in Sections B, C(i) and (iii) shall:
 
    
    Be provided to the individual before submission of the disenrollment notice to
CMS; and
    
    Include an explanation of the individuals right to file a grievance under the
PDPs grievance procedures.
 4.
    
    Termination of CMS Contract. USPG will notify Enrollees in the event of a
contract termination of the termination and alternatives for obtaining prescription drug
coverage under Part D in accordance with Part 423 regulations.5.
    
    Agree in the SLA to timeliness and accuracy standards for selected disenrollment
functions.
 F.
    
    Maintenance and Reporting of Data. USPG shall provide the data required in Section 1
of the Final Medicare Part D Reporting Requirements in the formats and at the times specified
therein. USPG shall maintain sufficient records to support the accuracy of such reported data
in the event of an audit by CMS or the HHS OIG.
 37
      EXHIBIT 1.06
   A.
    
    General Requirements
 1.
    
    USPG will develop protocols and definitions sufficient to enable its Customer Service
Representatives (CSRs) accurately to distinguish and classify Enrollee inquiries,
grievances (including types of grievances), and appeals. Such protocols and definitions
are subject to review and comment by CIGNA.2.
    
    USPG will maintain an accuracy rate to be determined in the SLA in its identification
and classification of inquiries, grievances, and appeals.3.
    
    USPG will audit for the accuracy of its identification and classification of inquiries,
grievances, and appeals based on audit frequencies and sample sizes agreed upon by the
parties.4.
    
    CIGNA will provide, or provide access to, any information within its, or its
designees, control necessary to USPG to perform the services described herein.5.
    
    The Parties shall develop processes which will enable USPG to refer all communications
from providers to CIGNA and all Enrollee communications about *** to CIGNA.
 B.
    
    Enrollee Inquiries
 1.
    
    Telephone Inquiries. USPG shall handle all telephonic inquiries by Enrollees
or Enrollee representatives in a timely, courteous, professional, and culturally competent
manner.
 (a)
    
    The service levels for timeliness and accuracy in responding to such inquiries
shall be the same as set forth in Exhibit 1.03 of this Agreement.(b)
    
    USPG shall maintain and report data on telephonic inquiries in the formats and
at the times set forth in Section VIII of CMSs Final Medicare Part D Reporting
Requirements. USPG shall maintain sufficient records to support the accuracy of such
reported data in the event of an audit by CMS or the HHS OIG.
 38
      2.
    
    Written Inquiries. USPG shall be responsible for responding to all written
inquiries from Enrollees or Enrollee representatives in a timely, accurate, professional,
and culturally competent manner. Written inquiries include any correspondence that has
been mailed, telecopied, or e-mailed.
 (a)
    
    USPG will implement procedures for date stamping, marking for identification,
and tracking all written Enrollee inquiries. Date stamping of a percentage specified
in the SLA of such inquiries will be accomplished ***; *** of inquiries shall be date
stamped within *** of their receipt.(b)
    
    Written acknowledgement of a written inquiry shall be mailed within *** of
USPGs receipt of the inquiry unless a different period is established in the SLA.(c)
    
    The SLA shall specify written disposition of a specific percentage of all
written inquiries shall be mailed within *** of USPGs receipt of the inquiry; written
disposition of *** of all written inquiries shall be mailed within *** of USPGs
receipt of the inquiry.(d)
    
    The minimum acceptable accuracy rate of USPGs written dispositions shall be
identified as a percentage specified in the SLA.(e)
    
    USPG will implement a process for auditing and monitoring the timeliness and
accuracy of USPG disposition of written inquiries based on audit frequencies and sample
sizes to be agreed upon by the parties. USPG will provide, on a quarterly basis,
reports to CIGNA of USPGs audits, together with any corrective action taken to remedy
any non-compliance with the timeliness and accuracy levels set forth herein.
 C.
    
    Grievances
 1.
    
    USPG will administer a process jointly developed with CIGNA that is designed to track
and address Enrollees grievances that includes appropriate timelines, policies and
procedures, as well as definitions and protocols for identifying the different types of
grievances identified in 42 CFR § 423.564 and Section V of the Final Medicare Part D
Reporting Requirements.2.
    
    USPG will train its staff and any subcontractors involved in the grievance procedure on
such policies and procedures in accordance with 42 C.F.R. § 423.564.3.
    
    USPG will accept grievances from Enrollees by telephone and in writing (including
facsimile and in whatever other form CMS requires CIGNA to accept grievances, and reject
any that are untimely under 42 CFR § 423.524(d)(2).4.
    
    Fraud and Abuse grievances, as defined in Section V of the Final Medicare Part D
Reporting Requirements, shall be referred to CIGNA for disposition.5.
    
    USPG shall notify the Enrollee of the grievance decision as expeditiously as the case
requires, based on the Enrollees health status, but no later than 30 days after the date
USPG receives the oral or written grievance; provided that USPG may extend the 30-day
 39
      timeframe by up to 14 days if the Enrollee requests the extension or if USPG justifies a
need for additional information and documents how the delay is in the interest of the
Enrollee. When USPG extends the deadline, it shall immediately notify the Enrollee in
writing of the reason(s) for the delay.6.
    
    USPG shall inform the Enrollee of the disposition of the grievance in accordance with
the following procedures:
 
    
    All grievances submitted in writing must be responded to in writing.
    
    Grievances submitted orally may be responded to either orally or in writing, unless
the Enrollee requests a written response.
    
    Quality of care grievances must be responded to in writing.
 7.
    
    USPG shall respond to an Enrollees grievance within *** if the complaint involves a
refusal by CIGNA to grant an Enrollees request for an expedited coverage determination
under 42 C.F.R. § 423.570 or an expedited redetermination under 42 C.F.R. § 423.584, and
the Enrollee has not yet purchased or received the drug that is in dispute.8.
    
    USPG will maintain, and provide upon request by CIGNA or CMS, access to records on all
grievances received both orally and in writing, that includes:
 
    
    Date of receipt of the grievance
    
    Mode of receipt of grievance (i.e. fax, telephone, letter, etc.)
    
    Person or entity that filed the grievance
    
    Subject of the grievance
    
    Final disposition of the grievance
    
    Date the Enrollee was notified of the disposition.
 9.
    
    USPG shall maintain and report data or grievances required in Section V of the Final
Medicare Part D Reporting Requirements in the formats and at the times specified therein.
USPG shall maintain sufficient records to support the accuracy of such data in the event of
an audit by CMS or the HHS Office of Inspector General.
 D.
    
    Appeals
  40
      EXHIBIT 1.07
   
    
    The *** described in Exhibit ***, except for item (E).
    
    The *** described in Exhibits *** through *** including necessary *** and ***.
    
    Necessary enhancements to NationsHealth and/or USPG *** in order to comply with *** that
are reasonably necessary to support the PDP that have not been *** to NationsHealth or USPG
as of the Effective Date of this Agreement.
    
    Obtaining *** pursuant to Section ***.
  41
      EXHIBIT 2.02
   
    
    CIGNA *** required to support the PDP currently estimated at ***.
 
    
    *** (***) of *** required to support the PDP currently estimated at ***.
 
    
    *** (***) of *** required to support the PDP currently estimated at ***.
 provided, however
 42
      EXHIBIT 3.01
  General Principles
  No Intent to Create Reinsurance
  A. Definitions
  ***
 Aggregate Actual Premium
  Aggregate CIGNA *** Recovery
 Aggregate CIGNA Target Margin
 ***
 "*** Recovery Rate provided however,
 43
      ***
 CMS Contract Year Month
 ***
 PEPM
 ***
 Start-Up Month
 ***
 B.
    
    Establishment of Target Margin and *** Levels; Year-End ***.
 Annual Identification of CIGNA Target Margin and *** Levels
  Year-End ***
  Termination
  C.
    
    NationsHealth *** Process
 Start-Up Months
 44
      CMS Contract Year Months
 D.
    
    Monthly Settlement Process
 Information Deliveries Exhibit ***
 Calculation of Monthly Amount due to NationsHealth
        Determination of ***
          45
      EXHIBIT 3.02
  46
      EXHIBIT 3.03
  47
      EXHIBIT 3.04
  48
      EXHIBIT 4.03(b)
   49
      EXHIBIT 4.06
 BUSINESS ASSOCIATE AGREEMENT
 ______________ Insert name of
specific CIGNA Covered Entity] [Insert name of vendor]
    I. DEFINITIONS
  II. OBLIGATIONS OF VENDOR
 Section 1. Use and Disclosure of Protected Health Information
  Section 2. Safeguards Against Misuse of Information
  50
      Section 3. Reporting of Disclosures of Protected Health Information; Reporting of Security
Incidents.
 
  Section 4. Agreements with Third Parties
  Section 5. Access to Information
  Section 6. Availability of Protected Health Information for Amendment .
  51
      Section 7. Accounting of Disclosures
  Section 8. Availability of Books and Records
  Section 9. Return of Records .
  Section 10. Authorization to Terminate .
  52
      Section 11. Liability
  III. DEFINITIONS FOR USE IN THIS AGREEMENT
 Designated Record Set Record
 Electronic Media
 Electronic Protected Health Information
 Individually Identifiable Health Information
 (i)
    
    is created or received by a health care provider, health plan, employer, or
health care clearinghouse; and(ii)
    
    relates to the past, present, or future physical or mental health or condition
of an individual; the provision of health care to an individual; or the past, present
or future payment for the provision of health care to an individual; and (a) identifies
the individual, or (b) with respect to which there is a reasonable basis to believe the
information can be used to identify the individual; and(iii)
    
    relates to identifiable non-health information including but not limited to an
individuals address, phone number and/or Social Security number.
 53
      Privacy Standards
 Protected Health Information
 Secretary
 Security
Incident
 Security Standards
 Vendor Agreements
 IV. EFFECT OF AGREEMENT
   Date __________
    [NAME OF VENDOR]By:
    /s/Duly AuthorizedDate __________
    [NAME OF CIGNA
COMPANY]By:
    /s/Duly Authorized 54
      EXHIBIT 4.07
    55
      EXHIBIT 5.03
   ***
 ***
 ***
 56
      57
      EXHIBIT 7.03
  1.0 Ownership of CIGNA Data
 Correction of Errors
 Return of Data
 Reconstruction
 Data Safeguards
 2.0 Ownership of NationsHealth Data.
 58
      Return of Data.
 3.0 Duplicative Data Fields.
 4.0 Intellectual Property
  59
      5.0 Continued Provision of Services
 Business Continuation. Exhibit 7.03
 Implementation of Plan and Restoration of Services
 60
      Force Majeure Affected Party Force Majeure Event
 Alternate Source.
 61
      EXHIBIT 10.01 (a)
       62
      EXHIBIT 10.01(b)
      63