EX-10.1






Exhibit 10.1




[Those portions of this agreement that have been omitted and filed separately with the U.S.

Securities and Exchange Commission pursuant to HealthSpring, Inc.’s application requesting

confidential treatment are marked “[***]” herein.]




AMENDED & RESTATED MANAGEMENT SERVICES AGREEMENT




     THIS AMENDED & RESTATED MANAGEMENT SERVICES AGREEMENT (“MSA”), effective as of January 1, 2009
(“Effective Date”), is between Argus Health Systems, Inc., a Delaware corporation having its
principal place of business at 1300 Washington Street, Kansas City, Missouri 64105-1433 (“Argus”),
and HealthSpring of Tennessee, Inc., a Tennessee corporation; HealthSpring of Tennessee, Inc., a
Tennessee corporation d/b/a HealthSpring of Illinois; Texas HealthSpring, LLC, a Texas limited
liability company; HealthSpring Life & Health Insurance Company, Inc., a Texas insurance company;
HealthSpring of Florida, Inc., a Florida corporation; and HealthSpring of Alabama, Inc., an Alabama
corporation (individually and collectively referred to herein as “Customer”).



     WHEREAS, Customer either (a) provides plans or programs under which eligible members (and
their qualified dependents) receive certain healthcare benefits such as prescription drugs and
healthcare related products and services, or (b) has contracted to process or participates in
providing services to plans or programs that offer such benefits; and



     WHEREAS, Argus has established certain databases and services that support customer
obligations in connection with such plans or programs; and



     WHEREAS, Customer desires to engage Argus to provide such support.



     In consideration of the mutual promises and agreements contained in this MSA, Argus and
Customer agree as follows:


1. DEFINITIONS. The capitalized terms as used in this MSA shall have the meanings stated in the
body of this MSA, in Exhibit A, or in any Addendum to this MSA.



2. TERM. This MSA shall remain in full force and effect for a period of three (3) years from the
Effective Date. This MSA shall automatically renew for successive one year periods unless either
party provides written notice of its intent not to renew at least one hundred-eighty (180) days
prior to the end of the then-current initial or renewal term.



3. EXCLUSIVITY. During the term of this MSA, Customer shall exclusively utilize Argus for the
type of services which the parties have agreed Argus is to provide hereunder. Argus may provide
services to other customers. The aforementioned exclusivity shall only apply to HealthSpring
product lines or services currently under this Agreement. Exclusivity provisions will not apply
relative to (i) the addition of new product lines, services or governmental programs that would
require processes not currently in effect between the parties without prior mutual agreement of
the parties, and (ii) HealthSpring of Florida, Inc. except as it relates to the provision of services in Escambia
and Santa Rosa counties. Customer hereby agrees to put forth good faith



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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efforts to utilize Argus for the type of services provided hereunder that are not covered by
the exclusivity provisions noted above.



4. ARGUS’ SPECIFIC PERFORMANCE OBLIGATIONS. Argus shall provide to Customer the services set forth
in each Services Addendum attached hereto from the effective date of the addendum and for the
remainder of the initial and any renewal terms of this MSA. Argus’ obligations set forth in each
Services Addendum and in Section 14 hereto (Confidentiality) constitute Argus’ Specific
Performance Obligations under this MSA.



5. INFORMATION OBTAINED THROUGH ARGUS SERVICES. Customer acknowledges and agrees that (a)
information in Argus databases is derived from third party sources and is not independently
developed by Argus, and Argus utilizes industry materials and the advice and resources of outside
vendors and healthcare professionals to provide Argus services, (b) the usefulness of the
information provided by Argus is necessarily limited by the amount of information received by
Argus from Customer and others, and the thoroughness and accuracy of such information, (c) Argus’
databases do not contain all currently available information on healthcare or pharmaceutical
practices, (d) Argus is not responsible for failing to include information in databases that is
not specifically requested by Customer or required by this MSA, for the actions or omissions of
contributors of information to Argus or for misstatements or inaccuracies in industry materials
utilized by Argus, and (e) all warranty disclaimers and exclusions made by contributors of
information or data to Argus shall apply to the Argus services provided hereunder.



6. SYSTEMS, DATA AND SECURITY.




     A. Access to Systems. With respect to each service Argus is to provide to Customer allowing
Customer access to an Argus system or database, Argus shall provide Customer with Access
Information. If Argus requires, Customer shall inform Argus of the identity of authorized users,
of additions and deletions to the list of users, and of access rights of individual users and
shall ensure that Access Information is not provided to users not designated to Argus. Passwords
will expire periodically, which will require entry of a new password for each user on a regular
interval defined by Argus. Customer shall provide at its expense, the equipment, software and
communications network transmission capabilities necessary to access Argus databases and systems.



     B. Customer Data Provided for Input. If Customer is providing data to Argus, Customer shall
keep the source of all such data. If any media furnished by Customer are damaged due to Argus’
equipment or performance of services, Argus will replace such media, but not the data on such
media, at Argus’ expense. Argus shall not be liable for the loss of any data on Customer media,
but shall be responsible for all Customer data created and maintained on the Argus systems
including but not limited to prior authorization data, prescription data and step edit criteria.



     C. Internet Security. Customer acknowledges that the Internet is not a secure or reliable
environment and that the ability of Argus to deliver Internet services is dependent upon the
Internet and equipment, software, systems, data and services provided by various
telecommunications carriers, equipment manufacturers, firewall


Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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providers and encryption system developers and other vendors and third-parties. Customer acknowledges that use of the Internet in
conjunction with Argus’ services entails confidentiality and other risks that may be beyond Argus’
reasonable control. Argus agrees to maintain and make available written and commercially
reasonable encryption and other protocols to protect against unauthorized interception,
corruption, use of or access to Proprietary Information that it receives and/or disseminates over
the Internet (“Internet Protocol”). Argus may, but shall not be required to, modify the Internet
Protocol from time to time to the extent it believes in good faith that such modifications will
not diminish the security of Argus’ systems.



7. CUSTOMER’S PAYMENT OF ARGUS’ INVOICES. Customer acknowledges and agrees that it has carefully
reviewed Exhibit C hereto and shall pay all charges and fees set forth therein for services
Customer has selected as of the Effective Date and for Argus’ reasonable expenses, including
without limitation those reasonable expenses set forth in Exhibit C. Notwithstanding the
foregoing, the parties agree that Customer’s accounts payable and audit processes may identify
incorrect charges and fees, which may result in credits to Customer as appropriate. In addition,
Argus agrees to provide Customer with a Paid Claims File (“PCT”) that includes unaltered claims
data as submitted by the Pharmacy, all relevant PDE fields, as agreed, and all payment fields for
reconciliation of Part D claims, to accompany every invoice. Invoices that do not have
accompanying data for complete payment and reconciliation by Customer Accounts Payable or its
contractors will not be considered payable by Customer. For services not selected by Customer at
the Effective Date but later selected by Customer (“Additional Services”), Customer shall pay
Argus at the rates set forth on Exhibit C for such Additional Services or at such other rates as
are reflected in a modified Exhibit C to which Argus and Customer have agreed in writing prior to
the rendering of the Additional Services.



Customer shall pay Argus within fifteen (15) calendar days of the receipt of each invoice (the
“Invoice Payment Date”). Prior to the application of any late charges or the event of a default as
defined under this MSA, Customer shall be entitled to a fifteen (15) day grace period. In the
event of a payment dispute Customer shall provide adequate written notice and documentation of
such dispute to Argus no later than the Invoice Payment Date. Customer shall work diligently with
Argus to promptly resolve such dispute. Within fifteen (15) calendar days of the resolution of
such dispute (the “Dispute Payment Date”), Customer shall remit to Argus the agreed-upon amount.
For any amounts that are due hereunder and are not received by Argus by the Invoice Payment Date or the Dispute Payment Date, Customer shall pay to Argus a late charge at the lesser
of one percent (1%) per month or the maximum rate of interest allowed by law until such invoice is
paid in full. Customer acknowledges that Argus may utilize a lockbox account to manage fees and
expenses received by Customer and that financial institutions that provide lockbox services may
refuse to review or to advise Argus of notations on payment instruments. Customer therefore
agrees not to attempt to effect an accord or satisfaction through a payment instrument or
accompanying written communication and not to conditionally or restrictively endorse a payment
instrument, and Argus shall not be bound by any such attempt or endorsement. Customer shall
reimburse Argus for its expenses, including attorneys’ fees, in enforcing this Section 7 if such
expenses arise as a result of fault on the part of Customer.



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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8. MUTUAL COOPERATION AND NOTICE OF ERRORS. Each party shall reasonably cooperate with the other
party during implementation of services and throughout the term of the Agreement as necessary for
the performance of the parties’ respective obligations hereunder. As soon as necessary for Argus
to fulfill its obligations under this MSA, and otherwise within a reasonable period of time,
Customer shall respond to any requests by Argus for information or determinations needed by Argus
to perform the services set forth herein. Customer shall provide to Argus valid, correct,
properly formatted and transmitted data and any other information necessary for Argus to fulfill
its obligations to Customer. Argus agrees to provide to Customer the policies and procedures for
Argus testing to verify that data provided by Customer is properly loaded and tested prior to its
implementation. When Customer and Argus have agreed that Customer shall conduct testing of or
review the testing results of a process or method, Customer shall have an obligation to promptly
notify Argus of any error in the process or method. In the event an error is identified in either
the testing or subsequent audit or review process Argus agrees to take prompt action to mitigate
damages from further errors and re-perform the service as provided in Section 9.B. Customer shall
advise Argus of any Argus error, failure in performance, or inconsistency within a prompt period
of time after discovery and in any event no later than the earlier of one year from the occurrence
or sixty (60) days after termination or expiration of the Agreement. Argus shall have no
responsibility to make adjustments with respect to and shall not be liable for errors about which
Customer failed to give such notice to Argus.



9. PERFORMANCE WARRANTY.




     A. Warranty. Argus shall at all times use reasonable commercial efforts to fulfill its
obligations under each Services Addendum to this MSA; provided, however, Argus’ commercial efforts
shall not be deemed unreasonable to the extent Argus’ ability to perform was affected by
Customer’s breach of its obligations hereunder or Argus was complying with Customer’s
instructions. Notwithstanding the above Argus warrants to its actual knowledge as of the date
Argus executes this MSA that the use by Customer of the software and systems as described herein
will in no way constitute an infringement or other violation of any copyright, trade secret,
trademark, patent, invention, proprietary information, non-disclosure, or other rights of any
third party. Argus will notify Customer if a court decides that an infringement or other
violation exists (now or later) and will take action to mitigate damage caused by the infringement
or violation.



     B. Re-Performance Obligations. In the event of any claim by Customer that Argus has not
performed its obligations to provide services as required by this MSA, the sole obligation of
Argus shall be to re-perform any service which does not conform to this MSA at Argus’ expense,
provided that such failure to perform is not due to an act or omission by Customer.
Notwithstanding the foregoing, Customer acknowledges that certain situations, including but not
limited to, insolvency or dissolution of a Contracted Pharmacy may preclude Argus’ ability to
fully re-perform its obligations in accordance with this MSA. In those situations, Argus agrees to
utilize best efforts in all cases to complete its re-performance obligations within commercially


Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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reasonable limits so that such obligations are re-performed to the fullest extent possible under
the circumstances.




     C. Disclaimers. EXCEPT AS PROVIDED IN THIS SECTION 9, NOTWITHSTANDING ANY OTHER TERM OF THIS
MSA, ARGUS’ SERVICES AND ALL SYSTEMS AND DATABASES DESCRIBED IN THIS MSA ARE PROVIDED “AS-IS” ON
AN “AS AVAILABLE” BASIS, AND ARGUS SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND
WARRANTIES, EXPRESS OR IMPLIED, REGARDING SERVICES PROVIDED HEREUNDER, INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND
NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.


10. LIMITATION OF LIABILITY. EACH PARTY’S LIABILITY TO THE OTHER HEREUNDER SHALL IN NO EVENT
EXCEED THE ACTUAL PROXIMATE LOSSES OR DAMAGES CAUSED BY BREACH OF THIS AGREEMENT, AND ARGUS’
AGGREGATE CUMULATIVE LIABILITY TO ALL OF THE “CUSTOMER” ENTITIES SHALL IN NO EVENT EXCEED THE
AMOUNT SET FORTH IN EXHIBIT B. NOTWITHSTANDING ANY TERM OF THIS MSA, IN NO EVENT WILL EITHER PARTY
TO THIS MSA BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY,
CONSEQUENTIAL (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS) OR PUNITIVE DAMAGES ARISING FROM THE
RELATIONSHIP OF THE PARTIES OR THE CONDUCT OF BUSINESS UNDER THIS MSA (EVEN IF THE RESPONSIBLE
PARTY HAS BEEN ADVISED OF OR HAS FORESEEN THE POSSIBILITY OF SUCH DAMAGES).



Argus services are intended as an aid to, and not a substitute for, the knowledge, expertise,
skill and judgment of Prescribers, Pharmacies or other healthcare professionals. Pharmacies,
Prescribers, other healthcare professionals, and Customer are individually responsible for acting
or not acting upon information generated and transmitted by Argus, and Argus does not control or
intervene in the healthcare or Program decisions made or actions taken by Pharmacies, Prescribers,
other healthcare professionals, Customer or Members, and Argus is not responsible therefore.



Notwithstanding any other provision of this MSA, in no event will Argus have any liability to
Customer if Argus has not directly caused such liability by breaching this MSA or for damages and
expenses of any kind arising from any of the following: (a) Customer’s negligence or failure to
perform its obligations in this MSA or abide by laws and regulations applicable to Customer’s
business, (b) Customer made or directed changes or instructions, or use of data, (c) the provision
of data or information to Argus by Customer or third parties, or the lack by Customer or others of
a right to forward data or information to Argus, (d) medical, scientific, business, or Program
judgments made as a result of services provided by Argus or as a result of or after consultation
with Argus staff, (e) the stopping of payment on stale checks, complying with the instructions of
Customer or a Pharmacy with respect to the issuance and handling of checks, and any bank’s
issuance and handling of checks, (f) the unauthorized



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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interruption, corruption, use of or access through the Internet of Customer information except to the extent Customer Proprietary Information
was accessible as a direct result of Argus’ failure to follow in all material respects its
Internet Protocol, (g) the failure of healthcare providers to act in accordance with medical,
pharmacy, or health-care laws, regulations and standards, (h) if Customer requests Argus to
exercise discretion on its behalf, exercising such discretion, except to the extent Argus has
failed to use reasonable care with respect to the exercise of such discretion.



In addition, notwithstanding any other term of this MSA, in no event will Argus be liable in
contract, tort, or otherwise arising from the relationship of the parties or the conduct of
business under this MSA, for an amount exceeding in the aggregate the amount set forth in Exhibit
B hereto.



11. INDEMNITY.




     A. Argus’ Indemnity to Customer. Subject to Section 10 of this MSA, Argus shall indemnify
Customer and its shareholders, officers, directors, employees, affiliates and agents, and the
successors, representatives and assigns thereof, for, and hold them harmless from and against, any
and all liability, loss, damage and expense, including attorneys’ fees, arising directly or
indirectly from third party claims against Customer that are the direct result of Argus’ breach of
this MSA.



     B. Customer’s Indemnity to Argus. Customer shall indemnify Argus and its shareholders,
officers, directors, employees, affiliates and agents, and the successors, representatives and
assigns thereof, for, and hold them harmless from and against, any and all liability, loss, damage
and expense, including attorneys’ fees, arising directly or indirectly from the contents of a
Program or from the performance of services for Customer except to the extent such loss, damage,
or expense is the direct result of Argus’ failure to perform its obligations under this MSA.
Because Argus has costs associated with the retrieval of archived data and is keeping data on
Customer’s behalf, Customer shall reimburse Argus for the expenses and attorneys’ fees Argus
incurs in responding to subpoenas, garnishments, or other legal processes involving requests for
Customer information or property, provided that (except for instructions to redirect disbursements
from one Pharmacy to another due to a Pharmacy assignment of assets, Pharmacy bankruptcy or other
Pharmacy transaction) Argus has notified Customer of the request prior to complying, provides a
written estimate of the anticipated expenses and receives Customer’s written approval, which approval shall not be unreasonably withheld,
prior to proceeding.



     C. Indemnity Procedures. Each party’s obligation to indemnify shall apply only if the party
to be indemnified has given the party providing the indemnity (“Indemnifying Party”) prompt
written notice of the claim within thirty (30) calendar days of becoming aware of a potential
claim, provides all reasonable information and assistance to the Indemnifying Party for the
Indemnifying Party to settle or defend the action, and grants the Indemnifying Party the sole
authority to control the defense and settlement of the claim.


Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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12. TERMINATION.




     A. Termination for Material Breach. If there is any material default by either party in the
performance of the terms and conditions of this MSA, the non-defaulting party may terminate this
MSA upon forty-five (45) days’ prior written notice; provided, however, that the defaulting party
has not cured such default within ten (10) days prior to the end of such forty-five (45) day
period. If either party defaults under this MSA, the other party will use reasonable efforts to
mitigate damages caused by such default.



     B. Obligations Upon Termination. Upon expiration or termination of this MSA (a) Customer
will pay contemporaneously with the expiration or termination date all amounts due Argus; (b)
Customer will timely pay all subsequent invoices (1) for services performed and expenses incurred
on or prior to the expiration or termination date, and (2) for expenses associated with the return
to Customer at Customer’s request of (i) on-line data transferred to electronic media at Argus’
discretion and archived media stored by Argus, and (ii) direct member reimbursement and other
paper Claim forms; (c) Argus will deliver to Customer within forty-five (45) business days of the
expiration or termination date the balance of any funds delivered by Customer to Argus for the
payment on Customer’s behalf of Claims Processed through IPNS®, less all sums outstanding which
are owed by Customer to Argus; and (d) Argus shall not be required to continue to perform services
hereunder, including without limitation making adjustments to Transactions, or, unless Customer
and Argus otherwise agree, providing ongoing storage and maintenance of records.



     C. Termination for Insolvency/Bankruptcy. Either party may terminate this Agreement effective
immediately without liability upon written notice to the other if any one of the following events
occurs: (i) the other files a voluntary petition in bankruptcy or an involuntary petition is filed
against it, (ii) the other is adjudged as bankrupt, (iii) a court assumes jurisdiction of the
assets of the other under federal reorganization act (iv) a trustee or receiver is appointed by a
court for all or a substantial portion of the assets of the other, (v) the other becomes
insolvent, or (vi) the other makes an assignment of its assets for the benefit of its creditors.



     D. Termination for Change of Control. Either Party may terminate this MSA upon 60 days’
written notice if 50% or more of the other party’s common stock or more than 50% of its assets
(such other party being the “Affected Party”) are acquired or purchased by an entity other than a
current owner or affiliate of the Affected Party or any of its owners in a transaction that is not a public offering of the Affected Party’s
stock (a “Change of Control Event”); provided, however that a party may exercise such right only
if a reasonable person believes the successor in interest will be unable to fulfill the
contractual obligations of the other party under this MSA as a direct result of the Change of
Control Event.



     E. Termination for Transparency/Auditing/Network Pricing. Notwithstanding provisions set
forth above, the parties agree that Customer may terminate this MSA effective [***] in the event
Customer reasonably determines in good faith that Argus has not materially met the requirements for
[***]. Customer shall make this determination no earlier than [***] and no later than [***] and
shall provide Argus with written notice of any desired termination within fifteen (15) business
days after such


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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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determination is made, but in no event later than [***]. In the event a termination
notice is provided by Customer to Argus as provided herein, Argus shall have a right to cure the
breach within thirty (30) days of receipt of the notice by taking reasonable steps to provide the
required information reflecting that Argus was in compliance with the provisions relating to [***]



Argus agrees (i) to be fully transparent when providing services to Customer as provided in this
MSA, (ii) that the administrative fees provided in Exhibit C (except for postage increases as
provided therein) will not be modified during the initial term of the MSA unless mutually negotiated and agreed to by the parties, (iii) all other expenses that
may be considered a fee (including pharmacy network rates) shall be [***] auditable as provided in
Section 16 below, (iv) that all edits will contain explicit criteria that are measurable when
compared to the supporting invoices, (v) that upon request, the Argus account team designated for
Customer shall meet with Customer monthly during the first quarter and quarterly thereafter, (vi)
prior to appointing a new account manager for Customer, Argus shall allow Customer to approve the
individual as long as such determination by Customer is reasonable and made in good faith, and
(vii) to provide Customer with the list of [***] within 30 days of the execution of this MSA and
throughout the term of this MSA as list materially changes. The parties hereby agree to mutually
develop a plan to allow manual, paper and DMR Claims to be Processed in accordance with this
Addendum. As mutually agreed upon by the parties, Customer may obtain an updated list of [***].



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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F. Termination for Material Change in Reimbursement Rates. Notwithstanding provisions set forth
above, the parties agree that Customer may terminate this MSA effective on [***] in the event that
Customer reasonably determines in good faith that the [***]. Customer shall provide Argus with
written notice of any desired termination within fifteen (15) business days after such
determination is made. In the event a termination notice is provided by Customer to Argus as
provided herein, the parties shall work together in good faith to mutually agree upon the overall
impact to Customer and Argus shall have a right to cure the breach within thirty (30) days of such
determination by taking reasonable steps [***].



13. PRIVACY AND SECURITY COMPLIANCE.




     A. In rendering the services described herein, Argus may receive from or transmit to Customer
individually identifiable health information of members which is “protected health information”
(“HIPAA PHI”) within the meaning of the regulations promulgated pursuant to the Health Insurance
Portability and Accountability Act (“HIPAA”) and codified at 45 CFR Parts 160 and 164 as amended
from time to time (the “HIPAA Privacy Rules”) or which is non-public personal information (“NPPI”)
within the meaning of the regulations promulgated by a state with jurisdiction over this MSA in
response to the privacy provisions of the Gramm Leach Bliley Act (“GLBA Privacy Rules”). For
purposes of this Section 13, any HIPAA PHI and NPPI received from or transmitted to Customer shall
be referred to collectively as Protected Information (“PI”).



     B. If Argus engages in a pattern of activity or practice that constitutes a material breach
of this section and the breach is not cured under the procedures set forth in Section 12(A), the
Customer may terminate this MSA under the procedures set forth in Section 12.



     C. Argus agrees not to use or disclose PI which has not been de-identified except (i) in
conjunction with the services described in the MSA; (ii) as covered entities are permitted with or
without consent by the HIPAA and GLBA Privacy Rules; (iii) to provide data aggregation related to
the health care operations of Customer; (iv) to fulfill its present or future legal
responsibilities; or (v) for its proper management or administration. Within a reasonable period
of time under the circumstances of discovery, Argus agrees to report to Customer any use or
disclosure of the PI not provided for in this subsection.


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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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     D. Argus agrees to use appropriate safeguards to prevent the use or disclosure of PI which is
contrary to the uses or disclosures authorized in Subsection (C) of this Section 13.



     E. Argus agrees to hold agents and subcontractors that have access to HIPAA PHI to the same
standards as set forth in this Section 13. Argus agrees to enter into written agreements imposing
equivalent requirements on any non-affiliate subcontractors that have access to HIPAA PHI.



     F. Upon reasonable notice and during normal business hours, Argus agrees to make its internal
practices, books, and records relating to the use and disclosure of PI received from, or created
on behalf of, Customer available to the Secretary of the Federal Department of Health and Human
Services for purposes of determining Customer’s compliance with the HIPAA Privacy Rules.



     G. Argus shall maintain an information security program to implement, maintain, and use
administrative, technical, and physical safeguards that reasonably and appropriately protect the
confidentiality, integrity, and availability of electronic HIPAA PHI (“e-PHI”) that Argus creates,
receives, maintains, or transmits on Customer’s behalf.



     H. Argus will, at termination or expiration of the MSA, in compliance with the recordkeeping
provisions of this MSA, return or destroy all PI received from, or created by Argus on behalf of,
Customer which Argus still maintains in any form, and, in compliance with the recordkeeping
provisions of this MSA, will not retain any copies of such information. If such return or
destruction is not feasible or is not in accordance with the recordkeeping provisions of this MSA,
Argus will extend the protections of Subsections (A)-(G) of this Section 13 to the PI and will
limit further uses and disclosures to those purposes that make the return or destruction of the PI
infeasible.



     I. Pursuant to the following parameters, Argus will report to Customer (a) any successful
unauthorized access, use, disclosure, modification, or destruction of Customer’s e-PHI of which
Argus becomes aware or (b) unauthorized interference with system operations in Argus’ Information
System of which Argus becomes aware:




	 	•	 	Not more than twenty-four (24) hours after Argus learns of any such incident, Argus
will notify Customer’s Privacy Office (or Privacy Official). The notification will identify the
nature of the incident, and to the extent possible, identify the e-PHI affected by the incident.
	 
	 	•	 	Not more than forty-eight (48) hours after Argus learns of any such incident, Argus
will provide a report to Customer’s Privacy Office (or Privacy Official). The report will
identify the e-PHI affected by the incident and the corrective actions Argus took or will take to
correct the incident.
	 
	 	•	 	Not more than five (5) days after Argus learns of any such incident, Argus will
provide a report to Customer’s Privacy Office (or Privacy Official). The report will identify
actions Argus will take to prevent future incidents.










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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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	 	•	 	Argus will in a reasonable time provide such other information, including a written
report, as Customer may reasonably request in writing.
	 
	 	•	 	For the purposes of this Addendum, contact with Customer will be on normal business
days, Monday through Friday, 8:00 a.m. through 5:00 p.m. of Customer’s time zone, unless Customer
provides emergency contact information to the Argus Privacy Officer.













     J. Within forty-five (45) days of receipt of a request by Customer for access to a Member’s
HIPAA PHI contained in a Designated Record Set (as such set is then defined by HIPAA regulation),
Argus shall, at Customer’s cost if the data is archived, make available to Customer such HIPAA PHI
for so long as such information is maintained in the Designated Record Set as set forth in 45
C.F.R. § 164.524 provided that Customer does not have a copy of such information. Argus and
Customer will discuss sharing the cost in some manner if the cost is material. In the event any
Member requests access to HIPAA PHI directly from Argus, Argus shall, as soon as reasonably
practicable, forward such request to Customer. Any responses to or denials of access to the HIPAA
PHI requested shall be the responsibility of Customer.


14. CONFIDENTIALITY. Proprietary Information shall include the terms of this MSA (but not the
existence thereof), its terms and all information disclosed by each party to the other pursuant to
negotiations between the parties. When used with respect to Customer, Proprietary Information
shall mean all information pertaining to Program Specifications and to Protected Information (as
defined in Section 13 hereof). When used with respect to Argus, Proprietary Information shall
mean: (a) all information pertaining to Argus’ business and services, (b) Argus databases,
software, layouts, designs, formats, procedures in any form of expression, processes, tags,
applications, systems, interfaces, interface formats and protocols, and technology and all
elements thereof, (c) files, compilations, analyses, publications, edits, protocols, documents and
reports, both internal and available to customers, Providers, and others, including without
limitation information, analyses, and recommendations provided by Argus, and (d) developments,
changes, modifications, new features or functionality made at the request or expense or both of
Customer.



The term “Proprietary Information” does not include information which (1) has been or may in the
future be published or is now or may in the future be otherwise in the public domain through no
fault of the receiving party; (2) prior to disclosure pursuant to this MSA, or during negotiations
therefore, is property within the legitimate possession of the receiving party; (3) subsequent to
disclosure pursuant to this MSA is lawfully received from a third party having rights in the
information without restriction of the third party’s right to disseminate the information and
without notice of any restriction against its further disclosure; (4) is independently developed
by the receiving party through its agents who have not had access to such Proprietary Information;
or (5) is obligated to be produced under order of a court of competent jurisdiction or other
similar requirement of a governmental agency.



Each party represents and warrants that it has the right to disclose its Proprietary Information
to the other party. Each party acknowledges and agrees that the other party’s Proprietary
Information constitutes confidential material and trade secrets of the



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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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other party. Customer acknowledges and agrees that from time to time: (1) Argus uses certain information which is not
identifiable by Member or Argus customer to report industry trends, benchmarks and the like
(“Blind Reporting”), 2) Argus may provide Member or other Customer information to state or federal
bodies (or their parties acting on behalf of such bodies) that request it for Medicaid or Medicare
subrogation or for other purposes the agencies represent is allowed by law (“Required Reporting”),
and (3) Argus discloses Customer Proprietary Information to Contracted Pharmacies as Argus deems
necessary to operate the Argus Network or Customer Network and to Pharma Companies as Argus deems
necessary to provide rebate services as applicable. Each party agrees to hold the other party’s
Proprietary Information in confidence, to use and reproduce such Proprietary Information only to
accomplish the intent of this MSA, and to use reasonable care to avoid unauthorized disclosure or
use of the Proprietary Information; provided, however, that Argus may use Customer’s Proprietary
Information as set forth herein.



All Proprietary Information, unless otherwise agreed in writing, remains the exclusive property of
the disclosing party. For purposes of this MSA, the existence of a copyright notice or claim will
not cause or be construed to cause any part of the Proprietary Information to be published in the
public domain. The parties agree that immediately upon termination of this MSA, without regard to
the reason for termination, the parties shall return to one another all written materials
containing Proprietary Information that is the property of the other party.



If Customer is required to file this MSA or any portion thereof with, or to provide any
information pertaining to this MSA to, any state or federal agency or regulatory body, it shall
notify Argus sufficiently in advance for Argus to work in good faith with Customer to redact such
provisions and to keep confidential such information as Argus deems sensitive. Customer
acknowledges that at a minimum Argus considers Exhibits B and C as confidential, as well as any
Argus pharmacy network disbursement schedules and other monetary amounts contained in any
addendum. Customer shall use its best efforts to advance Argus’ position with the governmental
agency or regulatory body that such provisions or information should not be provided or should not
be made publicly available, and Customer shall keep Argus apprised of any decision by the agency
or regulatory body in this regard. Customer shall provide Argus with copies of all written
communications with the agency or regulatory body pertaining to the services to be provided
hereunder or with respect to this MSA. Notwithstanding the foregoing, the parties hereby agree
that if Customer reasonably determines, in its sole discretion, that this MSA is a material
contract for Customer, as defined by the SEC, the parties will mutually agree in good faith to
provisions that should be redacted prior to submission to the SEC and any amendments to this
Section of the MSA that are desirable to supplement the submission to the SEC. Any such
submissions shall be subject to compliance with the notice and cooperation provisions provided
above. Argus acknowledges that Customer is not the deciding party regarding whether certain
information is granted confidential treatment as requested.



The parties agree that monetary damages will be difficult to ascertain in the event of any breach
of this Section 14 or of Section 15 and that monetary damages alone would not suffice to
compensate a party for such breach. The parties agree that in the event of violation of this
Section 14 or of Section 15, without limiting any other rights and



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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remedies, an injunction may be brought against any party who has breached or threatened to breach this Section 14 or of Section
15. In any proceeding upon a motion for equitable relief, a party’s ability to answer as to
damages shall not be interposed as a defense to the granting of such equitable relief.



15. OWNERSHIP, USE OF NAME, PRESS RELEASES. Each party shall retain full and exclusive ownership
and all rights over its respective Proprietary Information, and the programming, conception,
development or enhancement thereof, and over its publications, trade secrets, copyrights,
trademarks and patents, and the other party shall not purport to have ownership thereof. Customer
shall not copy, reverse engineer, decompile or disassemble or otherwise attempt to create or
derive the source code of any Argus software or system. Customer agrees not to take any action
which would mask, delete or otherwise alter any Argus on-screen disclaimers or copyright,
trademark and service notifications provided by Argus from time to time, or any “point and click”
features relating to acknowledgement and acceptance of such disclaimers and notifications.
Customer acknowledges that Argus’ software, systems, products, services and related documentation
may contain trade secrets of Argus or third parties and may be patented or copyrighted. Customer
agrees not to make or distribute any copies of the foregoing without Argus’ consent. Neither
party shall release information to the press or, except as necessary to perform its obligations
hereunder, over the Internet referring to the other party without the express written consent of
the other party.



16. RIGHT TO AUDIT. Customer may conduct on-site audits reasonable in scope at reasonable times,
during regular business hours and upon reasonable advance notice of the records, information and
[***] pertaining to services Argus provides to Customer. The content of such audits may include,
but shall not be limited to, applicable policy and procedure review, process validation, reporting
to demonstrate compliance with contractual and regulatory requirements, [***] as provided above,
financial audit support, [***] and such other documents as are reasonably necessary to complete a
comprehensive audit of the services rendered under this MSA. Customer-designated auditors shall
execute confidentiality agreements satisfactory to Argus. Argus shall allow regulators to audit
services provided hereunder as required by regulations applicable to Customer, and Customer shall
give Argus prompt written notice upon learning that any such regulatory audit is to occur. [***].
Argus will comply with Customer’s request for all information relative to the activities noted
above consistent with CMS and Part D audit guidelines. Argus will respond promptly to Customer’s
information request, as well as, respond with corrective action as mutually agreed and as
identified by compliance audit consistent with CMS and Part D guidelines. From time to time, as a
result of audit findings, Customer may make recommendations which may require Argus to add or
revise drug classifications or drug coding. In particular, audit findings may reveal adverse
impact on the member. In the event the adverse impact is determined to be in violation of
applicable CMS requirements in effect currently or as may be amended from time to time, the
parties will agree to cure these situations as appropriate.



17. FORCE MAJEURE. Any party’s delay in, or failure of, performance under this MSA (other than
Customer’s failure to pay the fees and expenses due Argus for services performed or to reimburse
Argus for disbursements) shall be excused where such delay or failure is caused by an act of
nature, fire, act of war or terrorist act, or other



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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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catastrophe; electrical, computer, software, transmission, power, communications or mechanical failure; work stoppage, delays or failure to act
of any carrier or agent; direction or effect of an order from a court or government agency or
body; functions or malfunctions of the Internet, telecommunications services (including wireless),
firewalls, encryption systems or security devices; or any other cause beyond a party’s reasonable
control.



18. COMPLIANCE WITH LAWS. Argus represents and warrants that it will comply with the laws,
regulations, and governmental policies, guidelines and instructions applicable to its provision of
services under this MSA (“Governmental Obligations”) within a reasonable period of time after
Argus becomes aware of the Government Obligations, except as provided in the following paragraph,
provided that Customer complies with its obligations and has satisfied the representations and
warranties in this Section. Customer represents and warrants that the Specific Performance
Obligations referred to in Section 4 of this MSA set forth all of Argus’ performance obligations,
including without limitation formats for data transmission and time periods for disbursements,
required by such Governmental Obligations on the Effective Date. Customer agrees to promptly
notify Argus of any Governmental Obligations (regardless of whether they existed on the Effective
Date) that impact or add to Argus’ Specific Performance Obligations hereunder (“Additional
Obligations”) as soon as practical after Customer has become aware of the same, including without
limitation any changes to the Specific Performance Obligations required by any addendum the
parties may execute or attach hereto.



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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If Argus is notified by Customer or otherwise that Argus’ Specific Performance Obligations or this
MSA should be added to or altered as a result of Additional Obligations, Argus shall make such
changes as the structure of IPNS® allows at Argus’ then current rates unless otherwise mutually
agreed to by Customer and Argus. If in Argus’ reasonable discretion Additional Obligations have a
materially adverse financial effect on Argus’ interest in this MSA, Argus and Customer cannot come
to agreement on fees and implementation schedules for the Additional Obligations, and Customer is
not interested in having or cannot legally have Argus perform its obligations hereunder unless it
also performs the Additional Obligations, then Argus may terminate
the Agreement [***] advance written notice to Customer. Customer shall not assert any claim
against Argus for monetary damages or equitable relief or otherwise for Argus’ failure to perform
the Additional Obligation from the date of notice to Argus of the Additional Obligation through
the date agreed to by the parties for implementation of such obligation, or, if Argus exercises a
right to terminate the Agreement, through the termination date.



Customer agrees to comply with all laws, regulations, and governmental policies, guidelines and
instructions applicable to receipt from Argus of services hereunder; provided however, that this
obligation shall not relieve Customer of its obligations in this Section or elsewhere in the
Agreement.



The terms of this Section 18 relating to Argus’ right to terminate this MSA if the parties do not
reach agreement respecting Additional Obligations and Customer’s agreement not to assert claims
against Argus if Argus exercises its termination right (set forth in the second and third
sentences of the second paragraph of this Section 18) apply to this MSA, including any exhibits,
schedules, appendices or addenda to this MSA and those provisions in this Section 18 are not
modified, preempted or affected in any manner by a provision in an exhibit, schedule, appendix or
addendum that provides that the terms of that exhibit, schedule, appendix or addendum govern or
control in the event of conflicting provisions.



19. DIRECT/INDIRECT REMUNERATION REPORTING. Argus agrees to report to Customer on a quarterly
basis all Direct/Indirect Remuneration (DIR) which includes discounts, chargebacks or rebates,
cash discounts, free goods contingent on a purchase agreement, up-front payments, coupons, goods
in kind, free or reduced-price services, grants, or other price concessions or similar benefits
from manufacturers, pharmacies or similar entities obtained by Argus, regardless of whether the
Argus retains all or a portion of the direct and indirect remuneration or passes the entire direct
and indirect remuneration to Customer. In addition, Argus agrees to provide Customer an annual
attestation that all amounts which could be considered DIR, as defined above have been reported to
Customer as required.



20. DISPUTE RESOLUTION. The parties will resolve issues, disputes and controversies as described
on Exhibit E to this MSA.



21. MISCELLANEOUS.



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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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     A. Notices. All notices, demands and other communications given or delivered under this MSA
must be in writing and will be deemed to have been given when (a) delivered personally to the
recipient, (b) sent to the recipient by reputable overnight courier service (charges prepaid), (c)
mailed to the recipient by registered or certified mail, return receipt requested and postage
prepaid, or (d) sent by facsimile with confirmation of transmission by the transmitting equipment
(except that notice delivered by facsimile will only be effective if the notice is also delivered
by hand, sent by reputable overnight courier service (charges prepaid) or mailed, postage prepaid,
registered, certified or express mail, within two (2) business days after its delivery by
facsimile). These notices, demands and other communications must be sent to the parties at the
following addresses (or to another address that a party may specify by notice given to the other
party under this provision):



     If to Argus:




     Argus Health Systems, Inc.

     1300 Washington Street

     Kansas City, Missouri 64105-1433

     Attn: Contracts and Compliance Department

     Fax: (816) 435-7465




     with a copy to:




     General Counsel

     DST Systems, Inc.

     333 W 11th Street

     Kansas City, MO 64105

     Fax: (816) 435-8630




     If to Customer:




     HealthSpring

     44 Vantage Way, Suite 300

     Nashville, TN 37228

     Attn: Chief Operating Officer

     Fax: (615) 291-7011




     with a copy to:




     General Counsel

     HealthSpring

     2900 North Loop West

     Suite 1300

     Houston, TX 77092

     Fax: (832) 553-3584




     B. Assignment. This MSA and the rights and obligations hereunder shall not be assigned by
either party without prior written consent of the other party; provided,


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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

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however, that such consent shall not be required in the event this MSA, or any rights or
obligations hereunder, are assigned by a party as a result of the sale of substantially all of the
party’s business or assets or as a result of a reorganization, merger or business consolidation
involving the assigning party. This MSA shall be binding upon and inure to the benefit of the
respective successors, permitted assigns and legal representatives of the parties hereto.




     C. Counterparts. This MSA may be executed in counterparts, all of which together shall be
deemed one and the same agreement.



     D. Governing Law. Except as provided below, this MSA shall be governed by and construed in
accordance with the laws of the State of Texas for services rendered to Texas HealthSpring, LLC;
in accordance with Alabama law for services rendered to HealthSpring of Alabama, Inc., in
accordance with Illinois law for services rendered to HealthSpring of Tennessee, Inc. d/b/a
HealthSpring of Illinois, in accordance with Tennessee law for services rendered to HealthSpring
of Tennessee Inc. and in accordance with Florida law for services rendered to HealthSpring of
Florida, Inc. without regard to its principles of conflicts of law. Notwithstanding the foregoing,
for services rendered to any of the aforementioned parties relative to the Medicare Advantage
program this Agreement shall be governed by and construed in accordance with applicable Federal
law. In addition this Agreement shall incorporate by reference the applicable laws and regulations
for all applicable state and federal law. Notwithstanding the first sentence, the provisions of
this MSA relating to Argus’ liability (including the provisions limiting the amount of Argus’
liability under this MSA) shall always be governed by and construed in accordance with Missouri
law.



     E. Independent Contractor. Customer and Argus shall be considered independent of each other
at all times. Nothing in this MSA shall be construed to constitute the existence of any agency,
joint venture, partnership or fiduciary relationship between the parties. Argus shall choose the
means to be employed and the manner of carrying out its obligations in this MSA.



     F. Entire Agreement. This MSA, together with the exhibits and addenda hereto, constitutes
the entire understanding of the parties with respect to the subject matter of this MSA and
supersedes and replaces all prior or contemporaneous responses to requests for proposals or
information, marketing literature, negotiations, understandings and representations, whether oral
or written. No supplement, modification or amendment of this MSA shall be binding unless contained
in a writing signed by each of the parties to this MSA. No agent of any party hereto is
authorized to make any representation, promise or warranty inconsistent with the terms hereof.
That certain agreement between the parties dated January 1, 2006 and all amendments to that
agreement regarding the same or similar services (the “Original Agreement”) is hereby terminated
and replaced by this MSA with the understanding that certain terms will survive the termination in
accordance with Section 20K of the Original Agreement.



     G. Validity. If an arbitrator, court or administrative agency determines any provision of
this MSA invalid, the provision shall be interpreted to the greatest extent permitted by law to
give effect to the parties’ intentions, and the determination shall not affect the enforceability
of any other provision.


Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

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Page 17






 









 








     H. Waiver. The waiver by any party of any breach of any provisions of this MSA shall not
operate, or be construed, as a waiver of any subsequent breach.



     I. No Third Party Beneficiaries. This MSA is intended solely for the benefit of the parties.
In no event will any third party, including without limitation any Program Sponsor, Pharmacy,
Prescriber, Member, bank, governmental entity, or contractor or client of Customer, have any
rights under or right to enforce the terms of this MSA.



     J. Binding Effect. This MSA shall be binding upon each party’s successors and permitted
assigns and shall inure to the benefit of and be enforceable by each party’s successors and
permitted assigns.



     K. Survival. Sections 7 (Customer’s Payment of Argus’ Invoices), 8 (Mutual Cooperation), 9
(Performance Warranty), 10 (Limitation of Liability), 11 (Indemnity), 12 (Termination), 13
(Privacy and Security Compliance) 14 (Confidentiality), 15 (Ownership), 16 (Right to Audit) and 21
(Miscellaneous) shall survive termination or expiration of this MSA; provided, however, that
Argus’ obligation in Section 9(B) to re-perform shall not survive for longer than six (6) months
after termination or expiration of the MSA.



     L. Headings. The headings in this MSA are for convenience only and shall not be used to
construe the meaning of the provisions in or to interpret this MSA.



     M. Other Business. Argus may participate in claim verification programs involving certain
public benefits (i.e., governmental relief programs), health plans, pharmaceutical manufacturers
and other parties that are utilized to facilitate instant rebates, coupons or instant savings at
the point of sale. Argus will not sponsor these programs and will only provide its traditional
back office infrastructure and administrative services (claims processing, retail network and
reporting) to support these programs. Argus will process these claims for secondary funding
eligibility and available secondary funding may be credited to the patient electronically at the
point of sale and applied to amounts not covered by the primary payor, including co-payments.
Authorized pharmacy reimbursements may be funded by the applicable party that contracts with Argus
for these services. The claim verification programs will not involve Member data or information on
the primary payor, even if such payor is an Argus client, and Argus will be unable to verify
formulary status of submitted secondary claims.



[SIGNATURES ON THE FOLLOWING PAGES]



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

HealthSpring/Argus

Page 18







 









 








SIGNATURE PAGE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ARGUS HEALTH SYSTEMS, INC.	 	 	 	HEALTHSPRING OF TENNESSEE, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Jonathan Boehm
	 	 
	 	By:
	 	/s/ Gerald V. Coil
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Printed Name:
	 	Jonathan Boehm
	 	 
	 	 	 	Printed Name:
	 	Gerald V. Coil	 	 
	 

	 	Title:
	 	President
	 	 
	 	 	 	Title:
	 	Secretary	 	 
	 

	 	Date:
	 	 	 	 
	 	 	 	Date:
	 	February 26, 2009	 	 






	 	 	 	 	 
	 	HEALTHSPRING OF TENNESSEE, INC

d/b/a HEALTHSPRING OF ILLINOIS

 	 
	 	By:  	/s/ Gerald V. Coil
 	 
	 	 	Printed Name:  	Gerald V. Coil 	 
	 	 	Title:  	Secretary	 
	 	 	Date: 	February 26, 2009

	 
	 	TEXAS HEALTHSPRING, LLC

 	 
	 	By:  	/s/ Gerald V. Coil
 	 
	 	 	Printed Name:  	Gerald V. Coil 	 
	 	 	Title:  	Secretary	 
	 	 	Date: 	February 26, 2009
	 
	 
	 	HEALTHSPRING OF ALABAMA, INC.

 	 
	 	By:  	/s/ Gerald V. Coil
 	 
	 	 	Printed Name:  	Gerald V. Coil 	 
	 	 	Title:  	Secretary	 
	 	 	Date: 	February 26, 2009

	 
	 	HEALTHSPRING OF FLORIDA, INC.

 	 
	 	By:  	/s/ Gerald V. Coil
 	 
	 	 	Printed Name:  	Gerald V. Coil 	 
	 	 	Title:  	Secretary	 
	 	 	Date: 	February 26, 2009

	 
	 	HEALTHSPRING LIFE & HEALTH

INSURANCE COMPANY, INC.

 	 
	 	By:  	/s/ Gerald V. Coil
 	 
	 	 	Printed Name:  	Gerald V. Coil 	 
	 	 	Title:  	Secretary	 
	 	 	Date: 	February 26, 2009

	 


Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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EXHIBIT A TO MSA: DEFINITIONS





	1.1	 	ACCESS INFORMATION. The unique identifier, password and related information necessary for
Customer’s on-line users to have the electronic capability to view and modify IPNS® files or
to use RxFocus®.






	1.2	 	ADJUSTED CLAIM. The final result after at least one critical data element in a Claim has
been changed and the Claim has been re-Processed.






	1.3	 	ARGUS FORMAT. With respect to Claims submitted or Claims history provided on electronic or
magnetic media, the NCPDP or other industry standard format specified or accepted and machine
readable by Argus and containing Required Information. With respect to Claims submitted or
Claims history provided on paper, a UCF Form and Argus transmittal form containing legible,
complete and identifiable information and forwarded to an Argus designated post office box.
With respect to IPNS® file information, complete, legible, and identifiable information in the
record layout specified or approved by Argus.






	1.4	 	ARGUS NETWORK. A group of Argus Pharmacies that have agreed to participate in an Argus
Network under a Participating Pharmacy agreement.






	1.5	 	ARGUS NETWORK AGREEMENT (ANA). The applicable Disbursement schedule elected by Argus
Pharmacies by executing a schedule for an Argus Network.






	1.6	 	AVERAGE WHOLESALE PRICE (AWP). The benchmark price in IPNS® for a given
pharmaceutical product. IPNS® has a benchmark price established and reported by
First DataBank or such other nationally recognized third party pricing source as selected by
Argus in its sole discretion (“Pricing Source”). Argus will confer with Customer should it
determine that a change in the Pricing Source is warranted. Such pricing will be updated in
IPNS® by Argus on no less than a weekly basis (or more frequently in Argus’ sole
discretion, except as noted below) or as otherwise required by law with data received from the
Pricing Source; provided, however, Argus receives usable and acceptable data from such Pricing
Source, which if not received timely could result in delays. Pricing will be based on the
11-digit NDC for the actual package size of the pharmaceutical product dispensed. AWP does
not represent a wholesale price, but rather is a fluctuating benchmark provided by third party
pricing sources such as First DataBank. Argus agrees that AWP as published by the Pricing
Source (currently First DataBank) shall not be altered prior to its use in determining
reimbursements to Participating Pharmacies.






	1.7	 	ARGUS PHARMACY or ARGUS PHARMACIES. A Pharmacy that has elected, either independently or
through an Intermediary, to participate in an Argus Network which Customer is utilizing.




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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

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EXHIBIT A TO MSA: DEFINITIONS





	1.8	 	CHECK REGISTER. For a Financial Cycle, a listing of checks to be
issued to Participating Pharmacies in Customer Networks.






	1.9	 	CLAIM. The request in Argus Format of a Contracted Pharmacy for amounts due under a Program
to the Contracted Pharmacy or Member subsequent to the Contracted Pharmacy’s provision
of prescription drugs or of certain other healthcare-related products or services to a
Member.






	1.10	 	CLIENTS. Customers of Argus for which Argus performs Claims Processing.






	1.11	 	CONTRACTED PHARMACY or CONTRACTED PHARMACIES. All Argus Pharmacies and Participating
Pharmacies.






	1.12	 	COPAYMENT. That portion of a Contracted Pharmacy charge which a Member is required to pay the
Contracted Pharmacy in accordance with the applicable Program. For purposes of the Medicare
Part D Prescription Drug Programs and commercial programs offered by Customer, zero balance
logic shall not apply and the copayment Argus provides to a Contracted Pharmacy at POS will
equal the lower of the network reimbursement (e.g., AWP discount or MAC plus dispensing fee),
standard copayment (including that which applies to Members qualifying for the low-income
subsidy) or the Contracted Pharmacy’s Usual and Customary Charge. Claims processed under a
Customer established benefit plan requiring 100% Member copayment will receive the
Argus-contracted network reimbursement (e.g., the lesser of the Contracted Pharmacy’s Usual
and Customary Charge and the discounted reimbursement rate).






	1.13	 	COVERED MEDICATIONS. Those prescription drugs, injectables, compounds, supplies, and other
items which are legally prescribed by an authorized, licensed Prescriber and are covered by a
Program.






	1.14	 	CUSTOMER NETWORK. A group of Participating Pharmacies that have agreed to participate in a
Network under an agreement with Customer.






	1.15	 	DENIED CLAIM. A Claim that contains sufficient accurate information to allow Processing but
for which no payment is made to a Member or Contracted Pharmacy due to Program edits.






	1.16	 	DISBURSEMENT. An amount due a Contracted Pharmacy under a Contracted Pharmacy Agreement and
paid to the Contracted Pharmacy during a Financial Cycle pursuant to the terms of the Services
Addendum to MSA for Claims Processing and Related Services.






	1.17	 	DISPENSE AS WRITTEN (DAW) CODE. The code promulgated by the NCPDP used to indicate the
reason for dispensing a multi-source brand-named medication, and must comply with Customer
benefits.




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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Exhibit A — Definitions

HealthSpring/Argus

Page 2




 









 








EXHIBIT A TO MSA: DEFINITIONS





	1.18	 	DRUG UTILIZATION REVIEW (DUR) MESSAGE. An on-line message that alerts a Contracted Pharmacy
of a potential interaction and/or potential resulting therapeutic implications of various
drugs.






	1.19	 	DUPLICATE CLAIM. A category indicating that a Claim with identical data is already on file
for the member.






	1.20	 	ELIGIBLE. A Member entitled to Pharmacy Services under a Program.






	1.21	 	FINANCIAL CYCLE(S). The interval of time between payment by Customer, Argus or others to
Pharmacies or Members of amounts due under a Program in compliance with applicable prompt
payment requirements as required by state or federal law, rule or regulations.






	1.22	 	FORMULARY. A list of preferred drug items developed, published, and periodically revised by
Customer, which licensed Prescribers are encouraged to prescribe and Contracted Pharmacies are
encouraged to fill, consistent with their professional medical judgment and applicable Laws,
Pharmacy Standards,
and procedures, and could also mean information about the cost-effectiveness of such drugs.






	1.23	 	FORMULARY BENEFIT DESIGN (FBD). The way in which Customer has designed coverage to Members
for their use of pharmaceutical products. Customer can design benefits so that (1)
prescribers are encouraged to prescribe products listed in the Formulary but the Member has
the same coverage regardless of whether an On-Formulary product is dispensed, (2) there is a
co-pay differential that incents the Member to obtain On-Formulary products, or (3) there is
coverage only for closed Formulary products.






	1.24	 	FORMULARY COMPLIANCE OBLIGATIONS. To the extent applicable, the terms in each Pharma Company
Agreement that define formulary status requirements for each product On-Formulary and criteria
for determining whether Customer’s utilization of a Pharma Company’s products is eligible for
rebates.






	1.25	 	IDENTIFICATION CARD. A printed card that is issued by Argus or Customer to a Member and that
is used to identify the Member and covered dependents (but not to guarantee Program coverage
of a particular Pharmacy Service).






	1.26	 	INTEGRATED PHARMACY NETWORK SYSTEM (“IPNS®”). Argus’ system for the electronic processing of
prescription and certain other Claims submitted under Programs.






	1.27	 	INTERMEDIARY. A pharmacy services administrative organization or an owner or operator of a
Contracted Pharmacy.




Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



Amended & Restated MSA

Exhibit A — Definitions

HealthSpring/Argus

Page 3



 









 








EXHIBIT A TO MSA: DEFINITIONS





	1.28	 	LAWS. All local, state and federal laws, regulations, constitutions, charters, acts,
statutes, ordinances, codes, rules, orders, decrees, judgments, or other legislative,
judicial, or administrative actions applicable to Contracted Pharmacy.






	1.29	 	MANAGEMENT SERVICE AGREEMENT (MSA). This Agreement and exhibits and addenda thereto.






	1.30	 	MARKET RATES. Argus’ rates in effect at the time the definition is applied.






	1.31	 	MAXIMUM ALLOWABLE COST (MAC). The maximum allowable cost of a drug pursuant to a list that
establishes an upper limit reimbursement price for certain multiple-source drugs dispensed
without regard to the specific manufacturer whose drug is dispensed. Argus will update the
Argus MAC listing no less frequently than monthly to reflect changes in marketplace pricing of
generic products. [***].






	1.31	 	MEMBER. An Eligible person who is enrolled in the Program, meets all of the eligibility
requirements for membership in such Program and is entitled to the healthcare-related benefits
of the Program.






	1.32	 	MSA. This Agreement and exhibits and addenda thereto.






	1.33	 	NATIONAL COUNCIL FOR PRESCRIPTION DRUG PROGRAMS (NCPDP). A pharmaceutical-industry trade
association that has developed a format used for the transmission between Pharmacies and
claims processors on electronic or magnetic media of pharmacy Claim data and issues NPI
numbers.






	1.34	 	NATIONAL DRUG CODE (NDC). An identifier for a prescription drug published by the
pharmaceutical industry.






	1.35	 	NATIONAL PROVIDER IDENTIFIER (NPI). A unique identification number issued by NCPDP for use by
covered health care providers to identify Prescribers as required by the Health Insurance
Portability and Accountability Act (HIPAA) Administrative Simplification Standard.






	1.36	 	NETWORK. A group of Contracted Pharmacies that have agreed to participate in an Argus Network
or a Customer Network.






	1.37	 	PAID CLAIM. A Claim that has been found to represent a covered healthcare-related benefit
and requires reimbursement by the Plan.




Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Exhibit A — Definitions

HealthSpring/Argus

Page 4




 









 








EXHIBIT A TO MSA: DEFINITIONS





	1.38	 	PARTICIPATING PHARMACIES. Any person or entity authorized to act as a pharmacy and properly
licensed to dispense prescription drugs which has a written agreement with Customer, or its
network pharmacy administrator, to provide Products and services to Members.






	1.39	 	PAYMENT REGISTER. For a Financial Cycle, a listing of payments due each Contracted Pharmacy
in an Argus Network resulting from Argus’ Processing Claims on behalf of Customer.






	1.40	 	PHARMACY. A pharmacy or other provider of healthcare-related products and services that
participates in rendering to Members of a Program certain products and services covered under
a Program.






	1.41	 	PHARMACY SERVICES. Those pharmacy services provided through a Network, including the
dispensing of Covered Medications and related counseling and product consultation.






	1.42	 	PHARMACY STANDARDS. Standards that meet the greater of (a) the pharmaceutical care, skill and
diligence that is customarily rendered by pharmacies in the United States (if measurable, or
if not measurable, that is customarily rendered in the largest geographical area for which it
is measurable), or (b) the pharmaceutical care, skill and diligence that is customarily
rendered by Contracted Pharmacies as a group.






	1.43	 	PRESCRIBER. A physician or other healthcare professional who legally prescribes a
healthcare-related product or service to Members and such person’s agents and has obtained an
NPI number from NCPDP.






	1.44	 	PROCESS(ING). The review of Claims to determine whether and to what extent they meet Program
Specifications, and, if Customer requests, the determination of amounts due a Contracted
Pharmacy or, if applicable, a Member under a Program.






	1.45	 	PROCESSING MESSAGES. Messages sent electronically by Argus pertaining to Network or Program
information, including without limitation step therapy protocol and Formulary information.






	1.46	 	PRODUCT. Any pharmaceutical product of a Pharma Company for which such Pharma Company is
willing to make a Reimbursement.






	1.47	 	PROGRAM. The contractual provision by an entity other than Argus of healthcare benefits to
Members pursuant to which the Contracted Pharmacies and, if applicable, Members, receive funds
for prescription drugs, durable medical equipment, and other healthcare-related goods and
services as determined by a unique combination of factors including without limitation
coverage specifications, reimbursement criteria and methods, and eligibility requirements.




Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



Amended & Restated MSA

Exhibit A — Definitions

HealthSpring/Argus

Page 5



 









 








EXHIBIT A TO MSA: DEFINITIONS





	1.48	 	PROGRAM SPECIFICATIONS. The IPNS® specifications agreed to by Customer and Argus that
reflect the combination of Program and healthcare industry factors that determine amount due
to Contracted Pharmacies and, if applicable, Members, under a Program.






	1.49	 	PROGRAM SPONSOR. The entity that contracts for the provision of healthcare benefits to
Members.






	1.50	 	PROPRIETARY INFORMATION. This term is defined in Section 14 of the MSA.






	1.51	 	REBATE FORMULA. The formula pursuant to which Reimbursements will be paid by Pharma
Companies.






	1.52	 	REBATE REIMBURSEMENT. The amount determined by the Rebate Formula.






	1.53	 	REBATE REIMBURSEMENT CYCLE. The specific calendar period, but no less than quarterly, for
which a Reimbursement is to be paid by a Pharma Company to Argus on behalf of Customer as
specified in the Pharma Company Agreement. All rebates earned will be collected within three
cycles.






	1.54	 	REGULATORY FEE. The meaning set forth in Section 2.7 of this Addendum.






	1.55	 	REQUIRED INFORMATION. Means complete, identifiable (and if submitted on paper, legible)
Claim information required by Argus. Required Information may include without limitation (a)
Member’s identification number; (b) valid NPI, (c) DEA, (d) State license Number, (e) NDC of
the medication prescribed; (c) the bottle size from which the medication is dispensed; (f)
quantity of the medication dispensed; (e) estimated days of medication supply; (g) the correct
DAW code for brand name medications; (h) a Pharmacy identification number specified by Argus;
(i) codes and cost information as designated by Argus for compound prescriptions; (j) sales
tax amounts, (k) calculated members copayment based on benefit, (l) formulary tier based on
CMS guidelines, (m) Transition drug flags, (n) CMS disaster overrides, (o) mail order flags,
(p) MAC Pricing ID or pricing schedule.






	1.56	 	REVERSED CLAIM. A Paid Claim that has gone through a process that voids the original
prescription.
	 
	1.57	 	SALES TAX REMITTANCES. Amounts Argus (a) has based on information obtained from Contracted
Pharmacies regarding any federal, state or local taxes payable with respect to any sales of
Covered Medications to Members and




Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Exhibit A — Definitions

HealthSpring/Argus

Page 6




 









 








EXHIBIT A TO MSA: DEFINITIONS





	 	 	determined to be reasonable, (b) has collected from
Customer, and (c) has remitted with Disbursements to Contracted Pharmacies.
	 
	1.58	 	SPECIFIC PERFORMANCE OBLIGATIONS. Argus’ obligations set forth in each services addendum and
in Section 14 to the MSA.






	1.59	 	SUBMITTED CLAIM. Any Claim type that is identified as submitted on behalf of the Customer
and requires processing by ARGUS.






	1.60	 	UNIVERSAL CLAIMS FORM (UCF). A form developed by NCPDP that is the accepted format for
non-electronic submission of Claims by a Provider to a Claims processor.






	1.61	 	UNIVERSAL PRODUCT CODE (UPC). A manufacturer’s unique, universally recognizable code for a
product.






	1.62	 	USUAL AND CUSTOMARY CHARGE (U&C). The lowest price the Contracted Pharmacy would charge to a
cash paying customer for an identical prescription on the date and at the location that the
prescription is dispensed, including any special promotions or discounts available to the
public on such date of dispensing.






	1.63	 	UTILIZATION. The quantity of Product obtained by Eligible Members in a Reimbursement Cycle.




Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Exhibit A — Definitions

HealthSpring/Argus

Page 7




 









 








EXHIBIT B TO MSA: LIMITATION OF LIABILITY



The sum of [***], based upon the [***], except for internal costs incurred by Argus and for which
Argus shall be responsible in connection with the re performing of services under Section 9. If
this MSA has been in effect less than [***], the [***] period described in the previous sentence
will be replaced with the [***] during which this MSA is in effect. Any penalties applied during
the first year of this MSA as a result of the [***] shall not be limited in accordance with this
provision.



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Exhibit B — Limitation of Liability

HealthSpring/Argus

Page 1




 









 








EXHIBIT C TO MSA: FEES AND EXPENSES




	 	 	 	 	 
	1.

	 	Claims Processing	 	 
	 	 	Electronic Claims Processing (includes standard financial reports)
	 
	 

	 	Claim Volume Tiers
	 	Per Paid Claim Fee
	 

	 	[***]
	 	[***]
	 

	 	[***]
	 	[***]
	 

	 	[***]
	 	[***]
	 

	 	[***]
	 	[***]
	 

	 	[***]	 	 
	 
	 	 	 	 
	 

	 	Universal Claim Form (UCF) entered by Argus
	 	[***]
	 

	 	Direct Member Reimbursement (DMR)
	 	[***]
	 

	 	processing	 	 
	 

	 	entered by Argus	 	 
	 

	 	Adjustments to prior processed claims-
	 	[***]
	 

	 	customer ordered	 	 
	 

	 	IPNS on-line access fee
	 	[***]
	 
	 	 	 	 
	2.

	 	Disbursements	 	 
	 

	 	Pharmacy Checks
	 	[***]
	 

	 	Pharmacy Reconciliation Reports
	 	[***]
	 

	 	Member Checks, Explanation of checks
	 	[***]
	 

	 	(EOC’s) (includes postage*)	 	 
	 
	 	 	 	 
	3.

	 	Reporting	 	 
	 

	 	RxFocus II (Ad Hoc reporting)	 	 
	 

	 	Set up fee (one time)
	 	[***]
	 

	 	Per claim
	 	[***]
	 

	 	Access fee — License &
	 	[***]
	 

	 	Maintenance	 	 
	 

	 	Additional users
	 	[***]
	 
	 	 	 	 
	 

	 	Argus Standard Management Reports-
	 	[***]
	 

	 	Electronic media	 	 
	 

	 	Paid Claims Data/Transmissions (PCT) in
	 	[***]
	 

	 	existing Argus format- 1 per financial cycle	 	 
	 

	 	Paid Claims Data/Transmissions (PCT) in
	 	[***]
	 

	 	existing Argus format — each additional	 	 
	 
	 	 	 	 
	 

	 	Custom Reporting	 	 





Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



Amended & Restated MSA

Exhibit C — Fees and Expenses

HealthSpring/Argus

Page 1



 









 








EXHIBIT C TO MSA: FEES AND EXPENSES




	 	 	 	 	 
	 	 	All custom Management & Financial Reports; all PCT’s outside of existing Argus format;
all custom RxFocusII and Rebate reports.
	 
	 

	 	Development of report
	 	[***]
	 

	 	Production of report- Electronic media
	 	[***]
	 
	 	 	 	 
	4.

	 	Rebates Administration	 	 
	 

	 	Rebate Processing tool and reporting
	 	[***]
	 

	 	(quarterly reconciliation)	 	 
	 
	 	 	 	 
	5.

	 	Clinical Programs	 	 
	 

	 	DUR
	 	[***]
	 

	 	Administrative Prior Authorizations)
	 	[***]
	 

	 	Clinical Authorizations
	 	[***]
	 

	 	Step Therapy
	 	[***]
	 

	 	Clinical services — quarterly benchmark reports
	 	[***]
	 
	 	 	 	 
	6.

	 	Pharmacy Networks	 	 
	 

	 	Use of Argus Pharmacy Networks
	 	[***]
	 

	 	Desk Top Audits
	 	[***]
	 

	 	On-site Pharmacy Audits
	 	[***]
	 

	 	Argus MAC
	 	[***]
	 
	 	 	 	 
	7.

	 	Provider and Member Support	 	 
	 

	 	Pharmacy Call Center — non-dedicated line
	 	[***]
	 

	 	Member Call Center support
	 	[***]
	 
	 	 	 	 
	 

	 	Tier I calls- 5 minute handling time
	 	[***]
	 

	 	Tier II calls- 6 minute handling time
	 	[***]
	 
	 	 	 	 
	 	 	Member Portal- Drug Pricing, Pharmacy Locator, and Claim Search
	 

	 	License and maintenance
	 	[***]
	 

	 	Per pre-adjudication
	 	[***]
	 	 	All other Member Portal components priced on an ad hoc basis
	 
	 	 	 	 
	8.

	 	ePrescribing	 	 
	 

	 	Monthly Maintenance Fee
	 	[***]
	 

	 	Transaction fee
	 	[***]





Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Exhibit C — Fees and Expenses

HealthSpring/Argus

Page 2




 









 








EXHIBIT C TO MSA: FEES AND EXPENSES




	 	 	 	 	 
	9.

	 	Training	 	 
	 

	 	As part of Implementation
	 	[***]
	 

	 	Additional Training	 	 
	 

	 	Standard Classes
	 	[***]
	 

	 	Special/Custom Training
	 	[***]
	 
	 	 	 	 
	10.

	 	Other Services	 	 
	 

	 	Professional Fees/Programming/Conversions
	 	[***]
	 
	 	 	 	 
	11.

	 	Part D Services (not specified elsewhere in this exhibit)	 	 
	 

	 	Incremental claims processing fee
	 	[***]
	 

	 	CMS Reporting
	 	[***]
	 

	 	CMS Testing
	 	[***]
	 

	 	PDE
	 	[***]
	 

	 	Incremental claims processing fee-
	 	[***]
	 

	 	LICS claim adjustment	 	 
	 

	 	LICS Additional Financial
	 	[***]
	 

	 	DMR Letters
	 	[***]
	 

	 	EOB’s	 	 
	 

	 	EOB Data File
	 	[***]
	 

	 	(available if Argus is not providing EOB services)	 	 
	 

	 	Transition Letters	 	 
	 

	 	Print/mail- up to 2 pages/4 images (daily as required)
	 	[***]
	 

	 	Additional pages
	 	[***]
	 

	 	Transition Claims Data File
	 	[***]
	 
	 	 	 	 
	12.

	 	Out of Pocket Expenses
	 	[***]
	 
	 	 	 	 
	 

	 	Including but not limited to:	 	 
	 	 	•   Postage for mailing Management and Financial Reports, Paid Claims Tapes, Inserts, etc.
	 	 	•   Airfreight/overnight letters
	 	 	•   Mailings, inserts
	 	 	•   Stop payment or other fees/bank charges
	 	 	•   Archival retrieval of Claim information
	 	 	•   Maintenance fees for direct access communication lines, VPN support and maintenance
	 	 	•   Travel and expenses related to training beyond implementation days
	 	 	•   Non- electronic media creation
	 	 	•   Mailing to Providers, Clients of Customer





Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Exhibit C — Fees and Expenses

HealthSpring/Argus

Page 3




 









 








EXHIBIT C TO MSA: FEES AND EXPENSES




	 	 	 	 	 
	13.

	 	MONTHLY MINIMUM
	 	[***]
	 

	 	CLAIMS PROCESSING FEE	 	 
	 
	 	 	 	 
	* 	 	 Effective January 1 of the year following the first calendar year in which Argus
EOB’s/Transition Letters/DMR Letters/Pharmacy Checks/Member Checks are produced and
each January 1 thereafter, the fee will increase by an amount equal to any increase in
the applicable postage rate during the prior calendar year.
	 
	 	 	 	 
	** 	 	 Subject to change as described in Section 5 of E-Prescribing Services Addendum.





Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Exhibit C — Fees and Expenses

HealthSpring/Argus

Page 4





 











 





EXHIBIT D TO MSA: PERFORMANCE STANDARDS



From the Effective Date of the MSA, Argus shall comply with this Exhibit D. This exhibit does not
apply to requests received prior to the first day of the initial Calendar Quarter Reporting Period
which begins the first day of the calendar quarter month following execution of this MSA. The
performance standards set forth in Exhibit D of the Prior MSA shall continue to apply through the
last day of the calendar quarter month prior to the execution of this MSA.



Capitalized terms herein are either defined in Section 3 of this Exhibit D or in the body of the
MSA. Customer shall have the right to audit Argus’ performance of the standards herein as described
in Section 16 of the MSA.



Argus shall use reasonable commercial efforts to meet the standards described below; provided,
however, Argus’ commercial efforts shall not be deemed unreasonable, and payment of a penalty shall
not be due, to the extent that (i) Argus’ ability to perform was affected by Customer’s acts or
omissions or Customer’s breach of its obligations hereunder or under the MSA or (ii) Argus was
complying with Customer’s instructions. Except to the extent that (i) Argus’ ability to perform was
affected by Customer’s acts or omissions or Customer’s breach of its obligations hereunder or under
the MSA or (ii) Argus was complying with Customer’s instructions, failure to meet a described
standard will result in the payment of the described penalty by Argus to Customer after Customer’s
timely written demand as provided in Section 2 hereof.



All performance standards provided herein are subject to the Aggregate Maximum Penalty provided
below and any such penalties shall be the sole remedy of Customer and the sole liability of Argus
for failure to meet the standards provided herein.





Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



Amended & Restated MSA

Exhibit D — Performance Standards

HealthSpring/Argus

Page 1




 









 








1. Description of Performance Standards, Measurements, and Penalties




	 	 	 	 	 	 	 
	 	 	Standard	 	Measurement	 	Penalty
	1A

	 	System Response Time

In a Quarterly Reporting Period, POS
average processing time shall be no more
than [***].
	 	Processing time begins when a POS
claim reaches POS and ends when a
POS reply is initiated to the
Provider. The tool to measure
performance of this standard shall
be an internal tracking
methodology.
	 	[***] received by Argus during the
Quarterly Reporting Period for
failure to meet either or both
Standard 1A or 1B for the Quarterly
Reporting Period.
	1B

	 	System Availability

In a Quarterly Reporting Period, POS
availability shall be at least [***].
	 	Any regularly scheduled downtime
for POS shall not be considered
unavailable time. The tool to
measure performance of this
standard shall be an internal
tracking methodology.	 	 
	2

	 	Accuracy in Paid Claims Processing

In a Quarterly Reporting Period, accuracy
in paid claims processing shall be at
least [***].
	 	Argus will determine the accuracy
rate by auditing a random sample
of claims processed during the
reporting period across the
Customer’s client and Plan code
case and assessing whether the
following claims processing rules
were followed in accordance with
Customer’s Plan Designs when
adjudicating the claims: Pricing,
Pharmacy, DUR, Deductible,
Preauthorization, Duplicate Claim,
Member, Prescriber, NDC, Drug
Coverage, and Customer and Client
claim edits. The number of
samples is calculated based on the
total claims processed for the
reporting and the following
criteria: A desired confidence
level of [***]. The specific
function used for determining the
Sample Size is documented by the
American Society for Quality and
available in Microsoft Excel.
	 	[***] received by Argus during the
Quarterly Reporting Period for
failure to meet the standard for
that Quarterly Reporting Period.







Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



Amended & Restated MSA

Exhibit D — Performance Standards

HealthSpring/Argus

Page 2













 








	 	 	 	 	 	 	 
	 	 	Standard	 	Measurement	 	Penalty
	3A

	 	Pharmacy Average Speed of Answer

In a Quarterly Reporting Period, [***] of
Pharmacy line calls shall be answered
within [***], measurement begins when
caller selects to speak with a call
center associate.
	 	The tools to measure this standard
shall be reports generated through
tracking software licensed by
Argus. Only calls received during
hours Argus is to receive call
under the MSA apply to these
measurements.
	 	[***] received by Argus during the
Quarterly Reporting Period for
failure to meet either or both
Standard 3A or 3B for the Quarterly
Reporting Period.
	3B

	 	Pharmacy Abandonment Rate

In a Quarterly Reporting Period, the
pharmacy line call Abandonment Rate shall
not exceed [***]; measurement begins when
caller selects to speak with a call
center associate. Calls abandoned within
[***] are excluded from measurement.	 	 	 	 
	4

	 	Service Response for Trouble Notifications

In a Quarterly Reporting Period, upon
notification received by Argus of a
potential issue with claims processing
from Customer during Argus Business Hours
on Argus Business Days:	 	 	 	 
	4A

	 	Investigation Initiation

Argus shall begin investigation and
resolution within [***] of the time, with
the goal of resolving any issue in claims
processing within [***].
	 	Using an agreed upon process, the
tools to measure performance of
this standard shall be an internal
tracking methodology.
	 	[***] received by Argus during the
[***] for failure to meet either or
all 3 standards 4A, 4B, 4C provided
however, the penalty shall not be
assessed if for that standard, the
service response time is not met
due to a single failure.
	4B

	 	Potential Claims Processing Resolution

Argus resolution of a potential claims
processing issue shall not exceed [***]
of the time, unless additional time is
allowed by mutual agreement between
customer’s originator of the notification
and the designated Argus representative.
	 	Same as above
	 	Same as above







Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



Amended & Restated MSA

Exhibit D — Performance Standards

HealthSpring/Argus

Page 3













 








	 	 	 	 	 	 	 
	 	 	Standard	 	Measurement	 	Penalty
	 

	 	(Resolution is defined as identifying and
if reasonably possible, correcting the
issue for processing future claims.) In
such an instance, compliance with this
standard shall be determined according to
the mutual agreement. Trouble
notifications may include online benefit
and pharmacy changes and other changes
that do not require hard coding that were
entered incorrectly. In addition, all
corrective coding related to these issues
will be in place and in production within
[***] of issue resolution.	 	 	 	 
	4C

	 	Resolution of Critical Service Failure

Argus representative shall contact Customer providing a status,
and if available, estimated time for resolution of a potential
claims processing issue for critical service failure. Argus agrees
to use best efforts to resolve a potential claims processing issue
for a critical service failure within [***], however, such
resolution shall not exceed [***] unless additional time is
allowed by mutual agreement. Trouble notifications for a critical
service failure may include, but are not limited to the inability
to process POS claims and/or maintain the availability of IPNS
applications that are under Argus control.
	 	Same as above
	 	Same as above







Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



Amended & Restated MSA

Exhibit D — Performance Standards

HealthSpring/Argus

Page 4













 








	 	 	 	 	 	 	 
	 	 	Standard	 	Measurement	 	Penalty
	5

	 	Customer Satisfaction Survey. Argus will agree to survey our
Managed Care Customers on an annual basis to assess customer
satisfaction with Argus Medicare Part D services.
This survey will attempt to determine Argus performance compared
to PBA competitors.
	 	As measured by an
independent third part
surveyor.
	 	[***] received by
Argus during the
Quarterly Reporting
Period for failure
to meet Standard
	6

	 	Conduct audits of at least [***] of utilizing retail network
pharmacies annually. Based on current utilization a [***]
allocation between on-site and desktop audits is [***].
	 	Argus will provide a
detailed report of
Pharmacy Audits on a
quarterly basis to be
received by Customer
[***] from the end of the
quarter. Report will
include for each
category of on-site and
desktop information such
as audits in progress,
audits in dispute, audits
completed. Claim
detail will be provided
upon recoupment of funds
due to an audit.
	 	[***] received by
Argus during the
Quarterly Reporting
Period for failure
to meet the
required audit
minimums.
	7

	 	Create and transmit to Customer via NDM a PCT for no later than
[***] after the end of a Financial Cycle.
	 	The tools used to measure
performance shall be
internal ARGUS reports
tracking the scheduling,
execution and
transmission of PCTs as
compared to the
pre-defined delivery
dates.
	 	[***] received by
Argus during the
Quarterly Reporting
Period for failure
to meet Standard
	8

	 	In addition to resolving any issue for processing future claims
per the time frames in Standard 4 above, Argus will complete the
process, as set forth in Section 3(a) of Exhibit 1 to the Claim
Processing and Related Services Addendum, required to correct any
claims previously processed in error in the timeframe mutually
agreed between Customer and Argus.
	 	Argus will track and
report the completion
date for correcting
claims as compared to the
completion date as
mutually agreed in
writing (email approval
from Customer is
acceptable).
	 	[***] received by
Argus during the
Quarterly Reporting
Period for failure
to meet Standard







Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



Amended & Restated MSA

Exhibit D — Performance Standards

HealthSpring/Argus

Page 5













 








	 	 	 	 	 	 	 
	 	 	Standard	 	Measurement	 	Penalty
	9

	 	Provide Customer with a report within [***] after the end of each
Calendar Quarter Reporting Period (example, report for the month
of September is due by November 14) as to whether Argus has met
the performance standards (“Performance Guarantee Report”).
	 	Quarterly report emailed
to Customer in required
timeframe.
	 	[***] received by
Argus during the
Quarterly Reporting
Period for failure
to meet Standard
	10

	 	Argus will deliver [***] of all transition letters with valid
addresses into the USPS mail stream within CMS-established time
frames.
	 	Reports generated by
Argus’ transition
processing listing the
number of transition
letters sent to its print
vendor [***] daily
compared to the
corresponding report from
[***] documenting the
delivery date into the
USPS mail stream.
	 	In any quarterly
period where the
target mailing rate
of [***] is not
achieved, a refund
of the transition
letter fees
relative to those
transition letters
which were not
mailed timely to
members which shall
not exceed [***]
	11

	 	Argus will electronically transmit to Customer correct EOB files
no later than the [***] of each month. Argus will process all
other files and reports to Customer with correct and accurate
information.
	 	For transmission to
Customer using Network
Data Mover (NDM), the
tools used to measure
performance shall be the
NDM Mine, a software
utility maintained by
ARGUS. For transmission
to Customer via File
Transfer Protocol (FTP),
the tools used shall be
internal tracking of the
date the file is posted
to FTP for Customer’s
retrieval.
	 	(1) For files not
transmitted timely,
the penalty shall
be as follows:

[***] if EOB File
not transmitted by
the [***].

[***] if the EOB
file is not
transmitted by
the[***].

(2) For files
transmitted that
contain incorrect
information (to be
reported by
Customer and
verified by Argus),
[***] received by
Argus during the
Quarterly Reporting
Period.







Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



Amended & Restated MSA

Exhibit D — Performance Standards

HealthSpring/Argus

Page 6













 








	 	 	 	 	 	 	 
	 	 	Standard	 	Measurement	 	Penalty
	12

	 	PDE errors requiring resolution by Argus
(cost related errors) should not exceed
more than [***] of total PDE’s processed
for the benefit plan year.
	 	This error rate will be calculated by
Customer and furnished to Argus after the
end of the PDE processing period for the
benefit plan year and the return of all
PDE files from CMS (typically in Q3 of the
succeeding calendar year). Argus will
have up to [***] from receipt to provide
Customer any written dispute of findings.
	 	If Argus fails to
achieve this
standard, the
penalty will be
calculated as the
lesser of (1) the
number of claims
over the standard
multiplied by the
[***] for the
benefit plan
calendar year.
	13

	 	Except as otherwise noted below, for HPMS
reports, ARGUS shall provide accurate
files through RxFocusII or another query
tool the ability for CUSTOMER to generate
reports containing data that CUSTOMER is
to input into HPMS at least [***] prior to
the end of CMS’ due date; provided,
however, that this applies only to data
that ARGUS maintains on behalf of CUSTOMER
and for which CMS gives reasonable notice
of needing to report. Any files that
Argus finds as defective, which Argus
corrects and provides to Customer prior to
[***] prior to the end of CMS’ dues date
shall be considered accurate. Reports
required as of the date of this Agreement
are noted below:
	 	Measured by ARGUS through internal
reporting tools. For reports transmitted
to Customer via email, failure to meet the
deliverable date is determined as [***] as
evidenced by the email date of receipt by
Customer (Note: Failures of email delivery
due to any Customer issues shall be
excluded.)
	 	[***] received by
Argus during the
Quarterly Reporting
Period for failure
to deliver one or
more reports within
the Quarterly
Reporting Period
	 

	 	*Retail, Home Infusion and Long Term Care
Pharmacy Access- Section A&B, Annual,
[***]	 	 	 	 
	 

	 	*Access to Extended Days supply at retail,
Annual, [***]	 	 	 	 
	 

	 	Vaccines, Quarterly, [***]	 	 	 	 
	 

	 	Generic Drug Utilization, Quarterly, [***]	 	 	 	 







Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



Amended & Restated MSA

Exhibit D — Performance Standards

HealthSpring/Argus

Page 7













 








	 	 	 	 	 	 	 
	 	 	Standard	 	Measurement	 	Penalty
	 

	 	*LTC Rebates, Quarterly, [***]
	 	 
	 	 
	 

	 	Drug Benefit Analysis, Monthly, [***]
*Delivery method is Customer-specified
and may be via NDM (preferred), FTP,
or email.	 	 	 	 





The Aggregate Maximum Penalty for failure the meet the performance standards set forth in this
Exhibit D shall be equal to [***]. The Aggregate Maximum Penalty for each benefit plan year shall
be calculated quarterly and paid by Argus to extent applicable and not in excess of the Aggregate
Maximum Penalty in the manner provided for in the examples attached hereto as Exhibit D-1. The
first example illustrates [***]. The second example illustrates [***]. The final example is
similar to the second example but reflects [***].





Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



Amended & Restated MSA

Exhibit D — Performance Standards

HealthSpring/Argus

Page 8













 








Reporting of Performance and Payment of Penalties



Within forty-five (45) days after the end of each calendar month, Argus shall provide Customer with
a Performance Guarantee Report showing progress towards the performance standards herein and [***].
Within forty-five (45) days after the end of each Calendar Quarter Reporting Period (example,
report for the month of September is due by November 14), Argus shall report to Customer whether
Argus has met the performance standards (“Performance Guarantee Report”). [***]. The parties agree
to provide appropriate supporting documentation supporting the various measurements noted above.
The Performance Guarantee Report shall show applicable penalties for performance periods that have
passed. The first Performance Guarantee Report shall be produced within forty-five (45) days after
the later of (1) the execution of the MSA and (2) the first full Calendar Quarter Reporting Period
of Claims Processing for all converted blocks of business. Within fifteen (15) days after receipt
of the Performance Guarantee Report for the last month in a twelve month period, Customer shall
provide Argus with written instructions regarding payment of Performance Penalty amounts due. If
the MSA is terminated or expires within a calendar year, the penalty shall be pro rated
accordingly, provided, however, that no calendar quarter performance standards or penalties shall
apply for a calendar quarter that is not at least half over prior to the termination or expiration
date.



Customer shall promptly respond to any requests by Argus for information or determinations needed
by Argus to perform as set forth herein. Customer shall promptly provide to Argus valid, correct
data in Argus’ format and any other information necessary for Argus to fulfill its obligations
hereunder. Customer shall reasonably cooperate with Argus as necessary for Argus to fulfill its
obligations hereunder. In the event that Customer fails to respond to Argus’ requests or to
provide Argus with valid and correct information or data, the applicable standard shall be extended
by the number of business days from and including Argus’ request or failure to receive such
information or data until Customer has responded or provided such information or data. Argus shall
be excused from meeting these standards to the extent Argus’ failure was due to Customer’s failure
to meet its obligations hereunder or elsewhere in the MSA, or at the direction of the Customer.




Definitions



The following definitions shall apply to this Exhibit:



Abandonment Rate — This is the ratio of abandoned calls (hang-ups) to the total number of
calls received in Argus’ Call Center during Call Center operating hours.




Argus Business Days — These are the week days, Monday through Friday, with the exception
of holidays. Standard holidays are New Year’s Day, Memorial Day,




Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



Amended & Restated MSA

Exhibit D — Performance Standards

HealthSpring/Argus

Page 9













 







Independence Day, Labor Day, Thanksgiving Day and the day after Thanksgiving Day, and Christmas Day. Nonstandard holidays may
be determined prior to the beginning of each year if standard holidays occur on or around a weekend
day (example, Christmas Day occurs on a Tuesday and the day before Christmas Day is deemed a
holiday).



Argus Business Hours — The hours of 8:00 a.m. to 5:00 p.m. Central Time.



POS — This is point of sale.



Quarterly Reporting Period — A Quarterly Reporting Period is a calendar quarter. Each
subsequent Quarterly Reporting Period will begin immediately following the end of the previous
Quarterly Reporting Period.





Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



Amended & Restated MSA

Exhibit D — Performance Standards

HealthSpring/Argus

Page 10
















 





EXHIBIT D1




Benefit Plan Year PG Calculation Examples




[***]



[One page has been omitted and filed separately with the U.S. Securities and
Exchange

Commission pursuant to HealthSpring, Inc.’s application requesting
confidential treatment.]



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



Amended & Restated MSA

Exhibit D — Performance Standards

HealthSpring/Argus

Page 11


 









 








EXHIBIT E TO MSA: DISPUTE RESOLUTION PROCEDURE




     1. Negotiation. The parties will attempt in good faith to resolve any issue, dispute, or
controversy arising out of or relating to this MSA by negotiation. The following procedures will
apply to any such negotiations:



          (a) Notice. A party commences the negotiation process by giving the other party written
notice of any dispute not resolved in the ordinary course of business. The notice will expressly
state that the notifying party is commencing the negotiation process provided for in this section;
identify the issues and the amounts in dispute; and, will be delivered in accordance with Section
20.A of this MSA.




          (b) Meeting. Within 10 Business Days after delivery of the written notice commencing the
negotiation process, representatives of both parties will meet in a manner and at a time and place
that is mutually acceptable to the representatives involved for the purpose of exchanging relevant
information and in an effort to resolve the disputes.




          (c) Representatives. Each party’s representative(s) at any meeting conducted pursuant to this
Exhibit E will have authority to resolve the dispute(s) identified in the notice. If a party’s
representative intends to be accompanied at any meeting by an attorney, the other party will be
given not less than 5 Business Days’ notice of such intention and may also be accompanied by an
attorney.




          (d) Termination of Process. If a dispute is not resolved at the initial meeting of the
parties’ representatives, the parties may agree to continue the negotiation process by scheduling
additional meetings and/or including additional representatives. However, at any time after the
first meeting either party may terminate the negotiation process by delivery of written notice to
that effect to the other party in accordance with Section 20.A of this MSA.




          (e) Negotiations Not Evidence. Any and all communications and negotiations between the
parties pursuant to this Exhibit E are Proprietary Information of both of the parties and will be
treated as negotiations of settlement and compromise as provided for in the Federal Rules of
Evidence or any state’s rules of evidence. The substance of any such communications and
negotiations are not to be tendered or introduced into evidence in any proceeding or litigation
between the parties regarding the subject disputes.




     2. Arbitration/Litigation. The parties will continue to operate under this MSA pending the
dispute resolution procedure set forth in this Exhibit E, except that a party may terminate this
MSA as permitted in the MSA if the other party fails to cure a default or as otherwise permitted in
the MSA. Neither party may file suit or commence an arbitration proceeding in accordance with the
terms of this MSA until the parties meet as described in Section 1 of this Exhibit E. If a party
refuses to meet or if the negotiations are unsuccessful, either party may file suit in a court of
competent jurisdiction or commence an arbitration proceeding as described below. The parties must
submit an issue or dispute that isn’t resolved
as described in Section 1 of this Exhibit E to mandatory arbitration under certain
circumstances


Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Exhibit E — Dispute Resolution Procedure

HealthSpring/Argus

Page 1




 









 







described below. The parties may expressly agree, but are not required, to submit an issue or
dispute that isn’t resolved as described in Section 1 of this Exhibit E to arbitration as described
below, even if arbitration is not required. The following rules and procedures will govern any
mandatory arbitration proceeding or any arbitration agreed to between the parties:




          (a) Place of Arbitration. All arbitration proceedings between the parties will be conducted
in St. Louis, Missouri.




          (b) Rules and Administration of Proceeding. Except as specifically modified by the terms of
this Exhibit E, any arbitration proceeding will be conducted in accordance with the United States
Arbitration Act and the then-effective rules and procedures for commercial arbitration of the
American Arbitration Association. To the extent the terms of this Exhibit E conflict with those
rules or procedures, the terms of this Exhibit E will prevail.




          (c) Claims and Disputes Involving Less Than [***]. Claims involving disputed amounts less
than [***] (whether the amount is raised in the dispute or in a counterclaim) will be heard before
a single arbitrator selected in accordance with Section 2(e) below. The hearing on the merits of
the parties’ claims and defenses will be conducted within 60 days after the appointment of the
arbitrator. The parties will be entitled to the following discovery from each other:





          (i) Up to 10 written interrogatories as provided for in Rule 33 of the Federal Rules of
Civil Procedure except that responses to any such interrogatories will be served within 30
days after service of the interrogatories;




          (ii) Up to 10 requests for production of documents and things and for inspection as
provided for in Rule 34 of the Federal Rules of Civil Procedure except that responses,
including the requested materials to be produced, will be served and/or produced within 45
days after service of the requests;




          (iii) Requests for Admission as provided for in Rule 36 of the Federal Rules of Civil
Procedure except that responses to any such requests will be served within 20 days after
service of the requests; and




          (iv) Any other discovery agreed upon by the parties or ordered or directed by the
arbitrator.


The arbitrator may on the motion of a party or on their own establish different schedules for
responding to discovery.




          (d) Claims and Disputes Involving [***] or More. Claims involving disputed amounts of [***]
or more (whether that amount is raised in the dispute or in a counterclaim) will be heard before
the three-arbitrator panel selected in accordance with Section 2(e) below. The parties will be
entitled to the following discovery from each other:



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Exhibit E — Dispute Resolution Procedure

HealthSpring/Argus

Page 2




 









 









          (i) Up to 15 written interrogatories as provided for in Rule 33 of the Federal Rules of
Civil Procedure;




          (ii) Up to 20 requests for production of documents and things and for inspection as
provided for in Rule 34 of the Federal Rules of Civil Procedure;




          (iii) Requests for Admission as provided for in Rule 36 of the Federal Rules of Civil
Procedure;




          (iv) Deposition testimony from up to 5 witnesses who are representatives of the other
party, plus any expert witnesses of the other party, as provided for in Rule 30 of the
Federal Rules of Civil Procedure; and




          (v) Any other discovery agreed upon by the parties or ordered or directed by the
arbitration panel.


All discovery disputes and other preliminary matters will be decided by the arbitration panel.




          (e) Selection of Arbitrators. Arbitrators will be selected from the AAA’s roster within 10
Business Days after the AAA provides a list of potential arbitrators to the parties. Each
arbitrator will serve strictly in a neutral capacity. Each arbitrator will disclose any facts that
might bear upon his or her ability to serve in a neutral capacity to both parties. Any challenges
as to the neutrality of an arbitrator will be resolved in accordance with the rules and procedures
of the AAA. The following procedures will govern the selection process:




          (a) In matters requiring a single arbitrator, the selection of the arbitrator will be in
accordance with AAA’s rules and procedures.




          (b) In matters requiring a panel of three arbitrators, the AAA will submit to the parties a
list of 9 qualified potential arbitrators from its roster. If any of the initial 9 potential
arbitrators cannot serve because of a conflict or other reason, the AAA will supplement the list so
that the parties have a total of 9 potential arbitrators from which to select the panel of 3
arbitrators. Each party will be entitled to strike 3 names from the list. Strikes will be made on
alternating basis, with the original claimant making the first strike, followed by the respondent
until each party has used all 3 of its strikes. The 3 persons not stricken will serve as
arbitrators. Within 5 Business Days after their appointment, the arbitrators will select the
chairman of the panel and provide notice of such selection to the AAA and the parties. If a
vacancy on the panel arises for any reason, a replacement arbitrator will be selected in accordance
with AAA’s rules and procedures.




          (f) Arbitrators’ Limited Power. The arbitrators will have no power to award damages expressly
excluded in the MSA. The arbitrators are bound by the limitation of liability, indemnity and other
provisions of the MSA and by applicable law.




          (g) Final Award. The final award of the arbitrator or panel of arbitrators, as the case may
be, will be in writing, signed by the arbitrators, and will state the basis for the



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Exhibit E — Dispute Resolution Procedure

HealthSpring/Argus

Page 3




 









 







decision. In proceedings involving a single arbitrator, the final award will be made within 30
days after the close of the hearing. In proceedings involving a panel of 3 arbitrators, the final
award will be made within 30 days after the close of the hearing. The final award will be
confidential, except that to the extent necessary to enforce its terms. Either party may obtain a
judgment on the award in any state or federal court of competent jurisdiction.




          (h) Arbitration Costs. The parties will share equally any fees or costs of arbitration,
except that each party will pay its own attorneys’ fees and out of pocket expenses. If the
arbitration relates to an indemnity claim under Section 11 of the MSA, then the arbitration fees
and costs, attorneys’ fees and other expenses will be paid as provided in that Section 11.




     3. Injunctive Relief; Intellectual Property; Limitation of Liability. Notwithstanding any
other provision in the MSA or this Exhibit E, arbitration may not be used regarding any issue for
which injunctive or similar equitable relief is sought by either party, disputes relating to
intellectual property or where non-monetary relief is appropriate, or to interpret the
enforceability, application or scope of the limitation of liability provisions in the MSA. No
arbitrator is vested with authority or jurisdiction to award an injunction or similar equitable
relief without the express written consent of the parties directed to the arbitration proceeding.


Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Exhibit E — Dispute Resolution Procedure

HealthSpring/Argus

Page 4





 









 








E-PRESCRIBING SERVICES ADDENDUM




I. DESCRIPTION OF E-PRESCRIBING TRANSACTION PORTAL SERVICES.




     A. Relationship of Argus and Intermediary. Argus has entered into an agreement with [***], an
e-Prescribing intermediary (the “Intermediary”), in order to facilitate electronic prescribing and
to assist Customer in compliance with its obligations under 42 CFR 423.159, 423.160, and
423.505(b)(6). The parties hereby acknowledge that the Intermediary provides services that allow
Participants to (i) access benefit and other information on patients, (ii) transmit e-Prescribing
transactions , and (iii) electronically access a patient’s medical history (the “Intermediary
Services”). For purposes of this Addendum, Participant means the prescribers, health care
providers or facilities, information vendors, or other entities, each of which has entered into a
written agreement with the Intermediary or has the right through another entity’s agreement with
the Intermediary, to access, provide or communicate information through the Intermediary’s system.



     B. Argus Services (the “e-Prescribing Transaction Portal Services”). Argus hereby agrees to
perform the following functions:




(i) Plan and complete implementation activities necessary to allow Participants to
access information on behalf of Customer’s Members.




(ii) At times mutually agreed by Argus and Customer, whether scheduled or on
request, transmit to the Intermediary information on Customer’s Members (“Member
Maintenance”).




(iii) Transmit to the Intermediary other information, including formulary and
benefit information, the Intermediary requires to provide its services.




(iv) Respond to requests from the Intermediary to provide Participants with certain
information requested for Customer Members (each, an “Encounter”), including, but
not limited to prescription claims history (“e-Transaction”).


II. OBLIGATIONS OF ARGUS. Argus hereby agrees to provide the e-Prescribing Transaction Portal
Services in a manner consistent with this Addendum and applicable CMS requirements governing
e-prescribing.



III. OBLIGATIONS OF CUSTOMER. Customer hereby agrees to the following



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

E-Prescribing Services Addendum

HealthSpring/Argus

Page 1




 









 






obligations:



     A. Member Authorizations and Disclosure Obligations. Customer shall obtain such
authorizations from Members as may be required by law in order for Argus to provide the
e-Prescribing Transaction Portal Services contemplated by this Addendum. Customer acknowledges and
agrees that it is responsible for disclosing to Members any and all matters relating to the
e-Prescribing Transaction Portal Services as required by law to be disclosed to the Members.



     B. Access to Information. Customer hereby agrees that Argus shall have the right to access
and distribute information relating to the e-Prescribing Transaction Portal Services as provided in
this Addendum. Customer shall provide Argus with all information necessary for Argus to meet its
obligations under this Addendum. Argus will rely on the completeness, accuracy and timeliness of
this information.



     C. Customer Acknowledgments. Customer hereby acknowledges that (i) it does not and will not
obtain ownership rights in any of the intellectual property utilized in the provision of the
e-Prescribing Transaction Portal Services and the Intermediary Services, (ii) the ability of Argus
to provide the e-Prescribing Transaction Portal Services is subject to the provision of
Intermediary Services by the Intermediary, (iii) the agreement between Argus and the Intermediary
may allow the Intermediary to access, inspect and audit all data and records relating to the
e-Prescribing Transaction Portal Services and Customer hereby consents to any such audits by the
Intermediary, (iv) Customer has consented to the implementation of connectivity with the
Intermediary and the exchange of information on behalf of its Members, (v) Customer will provide
Argus with accurate and updated Member information, (vi) Argus will be using industry-standard
transactions for each Encounter, and (vii) Argus has no responsibility for how each Encounter
interacts with a Participant’s e-Prescriber’s system.


IV. ADDITIONAL SERVICES. In the event Customer requests non-standard services relating to the
e-Prescribing Transaction Portal Services in an amount which Argus determines to be unreasonable or
excessive, the parties will mutually agree upon the fee to charge Customer before such customized
or additional services are provided.



V. TERMINATION OF SERVICES. Argus shall notify the Customer in writing in the event its agreement
with the Intermediary expires, terminates or is otherwise altered in a manner that will prohibit
Argus from providing the e-Prescribing Transaction Portal Services as provided herein. Upon receipt
of such notification and
except as otherwise agreed to by the parties, this Addendum will be null and void and neither party
will have any additional obligations under this Addendum except that this termination shall not
relieve Customer of paying Argus the fees listed herein for e-Prescribing Transaction Portal
Services provided prior to receipt of such notification. Either party may terminate this Addendum
upon [***] written notice to the other party; provided, however, [***].



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

E-Prescribing Services Addendum

HealthSpring/Argus

Page 2





 









 








CLAIMS PROCESSING AND RELATED SERVICES

ADDENDUM TO MSA



I. DEFINITIONS. The capitalized terms used in this Addendum shall have the meaning set forth in
the MSA or another addendum to the MSA.



II. CLAIMS PROCESSING AND RELATED SERVICES. For the initial and renewal terms of the MSA, Argus
shall provide the services selected by Customer.




     A. CLAIMS PROCESSING. Argus shall maintain IPNS® files, Process Claims, make post-Processing
itemizations and disbursements, allow on line IPNS® inquiry and modification, provide decision
support, and maintain records all as set forth on Exhibit 1 to this Addendum.



     B. DRUG UTILIZATION REVIEW (“DUR”). Argus shall (a) review and monitor the cost
effectiveness, interaction and resulting therapeutic implications of various drugs, (b) alert
Contracted Pharmacies to products that conform to a formulary, and (c) provide information for
Customer to enforce the therapy restrictions of Programs. Argus will maintain specific Claims data
in the DUR database for as long as Argus in its sole discretion determines is necessary to conduct
DUR edits.



     C. RxFOCUS II®. Argus shall provide to Customer a proprietary electronic remote system that
allows customers to (a) do ad hoc claim review and business analysis from certain data contained in
IPNS®, (b) define and make Claim and, if applicable, DUR inquiries with respect to such data, (c)
customize reports by exporting such data into other applications, and (d) using RxFocus II execute
predefined queries on certain data to generate reports. RxFocus data shall be available on-line
for twenty-four (24) months from the prescription fill date. Such data shall be available on
archived media for a period of five (5) years from such fill date but only for as long as the MSA
has not terminated or expired.



     D. PHARMACY CALL CENTER. Argus shall make its call center available to Contracted Pharmacies
(through an Argus toll-free number) for Claims Processing assistance such as verifying eligibility,
inquiring regarding submission of Claims, and obtaining clarification regarding DUR Messages. The
Pharmacy Call Center is a toll-free point of contact for Contracted Pharmacies open 24 hours per
day, 7 days per week.



     E. MEMBER CALL CENTER. Argus shall make its call center available to Members. The Member Call
Center is a toll-free point of contact for Members open 24 hours per day, 7 days per week.



     F. MEMBER ACCESS 2.0. Argus shall provide a tool to facilitate Member’s access, via
Customer’s website, to access the following information: Pharmacy


Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Claims Processing and Related Services Addendum

HealthSpring/Argus

Page 1




 









 







Locator- Members can locate Contracted Pharmacies that they are eligible to use (pharmacy name,
city, state and zip code) and can locate Pharmacies via a closest proximity search, including maps
and driving directions; Pharmacy Claim information and Pharmacy Deductible information- A Drug
Information Center is included whereby Members can access a drug dictionary or search for drugs by
a condition name; within the Drug Information Center is a drug interaction component. A Drug
Pricing/Pre-adjudication component is included, whereby a Member can search to determine if a
specific drug is covered under their prescription benefit, and if so, the price information for the
drug.



III. OTHER SERVICES. As determined mutually by Argus and Customer and as applicable to the
Program, Argus shall provide Clinical Information Services and Consulting Services.
Clinical Information Services provide Customer with (a) information that will assist
Customer in analyzing usage of selected drugs and in planning therapy protocols, and (b)
an edit system designed to electronically enforce the protocols of Customer. Consulting
Services provide Customer with advice including without limitation advice with respect to
use of IPNS® data in the administration of Programs.



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Claims Processing and Related Services Addendum

HealthSpring/Argus

Page 2





 









 








EXHIBIT 1 TO

CLAIMS PROCESSING AND RELATED SERVICES

ADDENDUM TO MSA



1. Maintaining IPNS® Files. As defined in the implementation process, Argus may maintain the
following files:





	 	(a)	 	a Customer provided group file specifying the benefits for each employer
group;
	 
	 	(b)	 	a Customer provided Member file containing identification numbers, names,
dates of coverage and additional information;
	 
	 	(c)	 	a Customer-provided Pharmacy file containing NPI or other identification
numbers, names and additional information;
	 
	 	(d)	 	a listing of checks to be issued to pharmacies in Customer networks.
Customer-provided Prescriber file containing NPI names, and additional information;
	 
	 	(e)	 	a NDC file containing industry and Customer provided information about
prescription drugs covered by the Program;
	 
	 	(f)	 	a product file containing UPC’s, other industry information, and Customer
provided information about healthcare products; and
	 
	 	(g)	 	a Claims history file containing information about the Processing of Claims
through IPNS®. Customer provided information for the initial files for a Program must
be received in Argus Format sufficiently in advance as determined by Argus of the date
Argus is to begin to Process Claims.




2. Processing Claims. When the initial IPNS® files have been created and Program Specifications
have been programmed into IPNS®, Argus shall begin Processing Claims on behalf of Customer. Argus
shall have no responsibility to Process Claims not submitted in Argus Format. Customer
acknowledges and agrees that Argus has no responsibility to interpret Programs to resolve coverage
issues and is merely applying the Program Specifications programmed into IPNS® to submissions of
Claims. Argus may direct Contracted Pharmacies or Members to contact Customer for resolution of
issues.



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Exhibit 1 to Claims Processing and Related Services Addendum

HealthSpring/Argus

Page 3




 









 








3. Making Post-Processing Itemizations and Disbursements.





	 	(a)	 	Length of Financial Cycle and Notice of Disbursement Amounts. Financial
Cycles for Argus Networks shall occur [***]. Financial Cycles for Customer Networks
shall occur as mutually agreed by Argus and Customer; provided, however, that
Financial Cycles are subject to change at Argus’ discretion if Argus believes such
changes are desirable for compliance with one or more prompt pay or other laws or
regulations. Within three (3) business days after the end of a Financial Cycle Argus
shall prepare and forward to Customer on a media acceptable to Argus or electronically
a Funding Request in the form of a Payment Register or Check Register. Customer will
promptly advise Argus of any errors or discrepancies in the Funding Request of which
Customer knew or reasonably should have known. Argus shall also prepare an itemization
of Claims accepted and shall forward such itemization on media acceptable to Argus or
electronically (1) to Contracted Pharmacies in the form of a remittance advice; and
(2) to Customer in the form of a Paid Claims file. [***].
	 
	 	(b)	 	Mailings and Disbursements to Providers. Argus may at Customer’s request
include inserts in or arrange separate mailings to Participating Pharmacies or others.
Argus shall for each Financial Cycle make disbursements of amounts due to Contracted
Pharmacies or to Members, provided however, that Customer shall have promptly reviewed
the Funding Request to verify funding requirements, advised Argus of any errors or
discrepancies, and timely completed electronic transfer of Customer funds to the
appropriate Argus disbursing account (collectively, “Predisbursement Activity”).
Customer shall complete all Predisbursement Activity for each Financial Cycle. Argus
shall not be required to make any disbursements if Customer has failed to perform all
Predisbursement Activity or if Argus determines that the funding amount is incomplete
or in error. By choosing to make disbursements in




Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Exhibit 1 to Claims Processing and Related Services Addendum

HealthSpring/Argus

Page 4




 









 









	 	 	 	the absence of the occurrence of all Predisbursement Activity, Argus is not waiving
Customer’s obligations herein.
	 
	 	(c)	 	Funding of Disbursements to Contracted Pharmacies. Customer shall complete
transfer of funding to the appropriate Argus account within [***] after the Financial
Cycle. These deadlines are subject to change at Argus’ discretion if Argus believes
such changes are desirable for compliance with one or more prompt pay or similar laws
or regulations. In the event that any undisputed amounts (as determined by
Predisbursement Activity) due to Contracted Pharmacies in Argus Networks hereunder are
not received by Argus by the due date, Customer shall pay to Argus a late charge (to
be invoiced monthly by Argus) at the annual percentage rate of Prime multiplied by the
number of days until such amounts are paid in full. Argus shall be entitled to all
earnings on all disbursing accounts.
	 
	 	(d)	 	General Disbursement Matters. Customer and Argus will cooperate with the
other party when Argus desires to make adjustments in reimbursements to Contracted
Pharmacies to correct erroneous disbursement amounts, and Customer represents,
warrants and agrees that it has not and will not in its communications or contracts
with Contracted Pharmacies limit any right to make such adjustments. Customer
acknowledges that (a) Argus may utilize a lockbox account to manage amounts received
by Customer for disbursements, and (b) financial institutions that provide lockbox
services may not review notations on funding instruments. Therefore, Customer shall
not conditionally or restrictively endorse instruments used to fund disbursement
accounts, and Argus shall not be bound by any such endorsements. Argus shall be
entitled to withhold from amounts to be disbursed to Contracted Pharmacies and, if
applicable, Members any amounts due Argus from Customer under this MSA. Argus may
apply all funds received by Customer toward amounts due to Contracted Pharmacies in
the Argus Network for Claims Processed hereunder prior to applying Customer funds
toward any other Customer obligation.




4. Allowing On-Line IPNS® Inquiry and Modification. Argus shall allow Customer online access to
certain IPNS® files as are agreed to from time to time by Argus and Customer so that Customer
designated users may view and make certain changes in IPNS® files and the Program Specifications.



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Exhibit 1 to Claims Processing and Related Services Addendum

HealthSpring/Argus

Page 5




 









 








5. Decision Support.





	 	(a)	 	Management Reports. Argus shall electronically provide Customer with reports
Customer selects from the then current Argus’ Standard Management Report Library.
Management Reports pertain to the utilization of benefits under a Program. Changes to
report selection shall not occur more frequently than quarterly and must be made
forty-five (45) days prior to the end of the quarter after which the report will be
prepared.
	 
	 	(b)	 	Financial Reports. Argus shall electronically provide Customer with one (1)
report of a standard Financial Report covering each Financial Cycle and summarizing
Claims Processing activity and related information. Customer may select the form of
Financial Report from Argus’ Standard Financial Report Catalog.




6. Recordkeeping. Claims Processing data shall be available on line for thirteen (13) months from
the date of loading of a Claim. Claims Processing data shall be archived media for a period of six
(6) years from the date the data are no longer available on line but only for as long as the MSA
and this Addendum are both in effect, except that Claims Processing data for claims processed under
CMS programs will be archived as described on the appropriate Regulatory Addendum. Customer
understands and agrees that Argus does not retain copies of Paid Claims files, remittance advices,
Management and Financial Reports, and other documents and materials forwarded pursuant to this MSA
to Customer, Pharmacies, Members or others.




7. [***]



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Exhibit 1 to Claims Processing and Related Services Addendum

HealthSpring/Argus

Page 6





 












 





PHARMACY NETWORK SERVICES

ADDENDUM TO MSA



1. DEFINITIONS. The capitalized terms as used in this Addendum shall have the meanings stated in
the MSA or another addendum to the MSA.



2. PARTICIPATION IN NETWORK.



2.1 Participation in Argus Network. For the initial term of the MSA, Customer agrees to
Disbursements to Participating Pharmacies in accordance with the network rates set forth in
Schedule A hereof.



2.2 Advertisement. Customer agrees that an Argus Pharmacy may use Customer’s name for the
purpose of informing Members and the general public that the Argus Pharmacy participates in a
Network.



2.3 Fees. Argus shall be allowed to charge fees to Argus Pharmacies.



3. ARGUS PHARMACY NETWORK SERVICES.



3.1 Pharmacy Network Administrative Services. When an Argus Pharmacy participates in a
Network, Argus shall: (a) receive Claims in Argus IPNS® Format through IPNS®
at the point-of-sale from the Argus Pharmacy or such other means authorized in writing by Argus,
(b) verify on-line that a Member is Eligible, (c) process Claims, (d) report whether a Claim
received through IPNS® is Paid, Denied, Reversed or Rejected, (e) prepare and distribute
Remittance Advices monthly and mail Disbursements within ten (10) days of the end of a Financial
Cycle or other time period as agreed upon by the Argus Pharmacy, (f) provide access through a
toll-free telephone number to an Argus Help Desk (the Argus Help Desk will not provide any
professional advice with respect to the provision of Pharmacy Services), and (g) provide Processing
Messages, including, if required by a Client, Drug Utilization Review Messages and Formulary
information.



3.2 Argus Pharmacy Information. Argus shall maintain information as to the identity and
location of Argus Pharmacies in elected Networks and provide Customer with access and density
studies.



3.3 Drug Classification/Pricing. Customer agrees to accept the AWP price source(s) (as
defined previously) selected by Argus for purposes of pricing and classifying (e.g., legend vs.
over-the-counter, brand vs. generic) drugs in connection with this Addendum. Argus warrants that it
has developed brand and generic rules based on elements provided by First DataBank, including
Generic Name Indicator, Innovator Indicator, and NDA/aNDA information and may infrequently override
such rules when they would result in assigning a value that is inconsistent with what is commonly
recognized and



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Pharmacy Network Services Addendum

HealthSpring/Argus

Page 1




 









 







broadly used in the marketplace. Additionally, Customer agrees, except as noted below, to accept
any one of Argus’ MAC lists, as amended from time to time in Argus’ discretion in connection with
this Addendum. Argus warrants that presently Argus utilizes fully transparent pass-through pricing
on a per prescription basis with no pharmacy spreads or zero balance billing features on all
pharmacy networks selected by Customer in Schedule A and further agrees to inform the Customer of
any networks a Customer might choose to use whereby the Participating Pharmacy is reimbursed at a
different rate than that charged to the Customer. Argus agrees to confer with Customer and consider
changing a drug classification as requested by Customer.



3.4 Member Authorizations and Disclosure Obligations. Customer shall obtain such
authorizations from Members as may be required by law in order for Argus to provide the services
contemplated by this Addendum. Customer acknowledges and agrees that it is responsible for
disclosing to Members any and all matters relating to the Program as required by law to be
disclosed, including any matter relating to the calculation of copayments, coinsurance amounts,
deductibles or any other amounts that are payable by a Member in connection with the Program.



3.5 Network Audits. Argus shall perform audits of the books and records of Argus Pharmacies
for Claims paid pursuant to this Addendum. Audit objectives and performance shall be in accordance
with Argus’ standard audit guidelines and policies and applicable CMS Part D compliance
requirements, including without limitation, audit selection, data collection, on-site procedures,
and post audit procedures, which may be amended in Argus’ sole discretion from time to time. Argus
will report to Customer any findings specific to Customer. Argus agrees that Customer, or its
authorized agent or representative, and/or state and/or federal officials (“Customer Auditors”), at
their sole expense, shall have the right to audit Argus Pharmacies for Claims paid under Argus
Pharmacies utilized by Customer. On-site audits will be conducted during normal business hours.
Audit objectives and performance shall be in accordance with all applicable state and/or federal
regulatory requirements. Argus Pharmacies shall cooperate with Customer Auditors, and provide
access to any of the Argus Pharmacy’s books, records, prescription files, and signature logs
pertaining to Customer claims. Customer, at
its sole expense, may reproduce any such record; provided, however, that no original copy may be
removed from the Argus Pharmacy. Upon request by Customer, all overpayments shall be processed and
claims adjusted by Argus and all overpayments shall be returned to the Customer.



3.6 [***]



4. OBLIGATIONS OF ARGUS PHARMACIES. Argus shall require Argus Pharmacies or their Intermediaries to
enter into an agreement with terms substantially in the form attached hereto as Exhibit 1.



5. CONFIDENTIALITY. Argus is authorized to disclose this Addendum and Customer Proprietary
Information to Argus Pharmacies as Argus deems necessary to



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Pharmacy Network Services Addendum

HealthSpring/Argus

Page 2






 









 







operate the Argus Network, including without limitation, information pertaining to coverage of
Medications under Programs and to specific Pharmacy Services rendered to individual Members.



6. LIABILITY. Argus does not direct or exercise any control over the professional judgment
exercised by any pharmacist in dispensing prescriptions or otherwise providing pharmaceutical
related services at Contracted Pharmacies. The Contracted Pharmacies are independent contractors
and Argus shall have no liability to Customer, any member or any other person or entity for any act
or omission of any Contracted Pharmacy or its agents or employees. All remedies and limitations
set forth in the Agreement, including all limitations of warranties and liability, shall also apply
to the performance by the parties of their obligations pursuant to this Addendum.



7. CHANGE IN LAW. If there is any change in Federal or state law or regulation (including the
interpretation of existing laws or regulations by a court or administrative agency), and in
consequence thereof, Argus is required to increase payments for formulary medications to Contracted
Pharmacies in the applicable jurisdiction under its provider agreements, the network fees set forth
above will be increased by the same amount as required by such change.



8. CUSTOMIZED ALGORITHMS. As mutually agreed by Argus and Customer, Argus will develop customized
payment algorithms for specific Participating Pharmacies identified by Customer. The custom
Network shall be completed following receipt by Argus of requirements for development. Fees for
development of a custom network shall be mutually negotiated.



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Pharmacy Network Services Addendum

HealthSpring/Argus

Page 3






 









 








EXHIBIT 1 TO

PHARMACY NETWORK SERVICES

ADDENDUM TO MSA



OBLIGATIONS OF PARTICIPATING PHARMACIES. Argus shall use its reasonable efforts to include in
Argus’ Agreement with Participating Pharmacy or its Intermediary the following obligations or
obligations of Participating Pharmacy similar thereto:



1. Filling Prescriptions. Argus Pharmacy shall accept Disbursements at rates set forth in
the applicable ANA and shall fill prescriptions for Covered Medications presented by Members.



2. Verifying Eligibility and Validity of Prescription. Argus Pharmacy shall not submit a
Claim to Argus until it has preliminarily determined that Member is Eligible and that the
prescription is valid and signed by a licensed Prescriber.



3. Submitting Claims. Argus Pharmacy shall submit each on-line Claim to Argus in Argus
Format for Processing. In the event that the Claim cannot initially be transmitted on-line, Argus
Pharmacy shall make reasonable attempts to retransmit the Claim. If such retransmission fails,
Argus Pharmacy shall call the Argus Help Desk through its toll-free number, as soon as reasonably
practical, to make acceptable alternative arrangements to submit the Claim in Argus Format.



4. Communicating with the Member. If the Claim is Rejected or Denied, Argus Pharmacy shall
promptly inform Member.



5. Collecting Copayments. Argus Pharmacy shall charge and collect from Member the
applicable amount, which is the lesser of (a) the Usual and Customary Charge or (b) the applicable
Copayment. In no event shall Argus Pharmacy collect any amount less than or greater than such
amount.



6. Providing Generic Substitution. Argus Pharmacy shall fill prescriptions with Generic
Substitutes so long as such substitutes (a) are in accordance with Pharmacy Laws and Pharmacy
Standards; (b) are available at less cost than non-generic medications; (c) comply with the
applicable Formulary; (d) are in compliance with the Prescriber’s directions.



7. Passing Sales Tax Remittances onto the Taxing Authorities. Argus shall require Argus
Pharmacies to inform Argus in Argus Format of the proper amount of all federal, state and local
sales taxes, assessments and/or similar fees (“taxes”) payable with respect to any sales of Covered
Medications to Member. Customer or Member, as appropriate, shall pay such taxes when applicable.
Argus shall prohibit Argus Pharmacies from seeking reimbursement, and from submitting or seeking to
collect, from Argus or Customer (a) any amounts for taxes or charges other than sales taxes; or (b)
any amounts



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Exhibit 1 to Pharmacy Network Services Addendum

HealthSpring/Argus

Page 4





 









 







of which Argus was not informed with the electronic submission of a Claim for Processing. Argus
shall require Argus Pharmacies to assume the responsibility of making payments to the appropriate
taxing authorities of the amount of sales tax remittances received from Argus. In no event shall
Argus be liable for any such taxes or the calculation thereof.



8. Recordkeeping. Argus Pharmacy shall maintain pharmacy records and data relating to its
responsibilities under its agreement with Argus for a period of time and in a manner consistent
with Pharmacy Standards and Pharmacy Laws.



9. Providing Services Fairly. Argus Pharmacy shall not refuse to provide Pharmacy Services
under a Program or attempt to disenroll any Member. Argus Pharmacy shall not discriminate against
Members because of race, national origin, color, gender, marital status, sexual orientation,
religion, medical condition, source of payment, or participation in any Program.



10. Making Covered Medications Available. Argus Pharmacy shall use its best efforts to
maintain an adequate supply of Covered Medications.



11. Maintaining Data Transmission Capabilities. Argus Pharmacy shall provide and maintain
at its expense the equipment, software, and communications network transmission capabilities
necessary to submit Claims in Argus Format and to receive Processing Messages, DUR Messages, and
Formulary information.



12. Accreditation and Licensure. Argus Pharmacy and each on-staff pharmacist shall maintain
good standing with all federal, state, and local regulatory bodies and shall maintain the licenses
and certifications required by Pharmacy Laws to provide Pharmacy Services to Members.



13. Professional Liability Insurance. Argus Pharmacy shall maintain in full force and
effect throughout the term of its participation in the ANA minimum primary professional liability
insurance in amounts agreed to by Argus and Argus Pharmacy or its Intermediary.



14. Audits of Argus Pharmacy Records. Argus Pharmacy shall give Argus, Customer, and/or
third parties designated by Argus or Customer the right, for the term of Argus Pharmacy’s
participation in the ANA and for an agreed-to period thereafter or such lesser
or greater time as is required by law, upon reasonable prior notice to Argus Pharmacy or its
Intermediary at reasonable times during regular business hours, to review, audit, examine, and
reproduce any of the Argus Pharmacy’s books, records, prescription files, and signature logs
pertaining to Claims submitted to Argus. Alternatively, Argus Pharmacy shall provide records or
copies of records requested by Argus, Customer, or their third party designees within a reasonable
period of time from the date of a written request for such records.



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Exhibit 1 to Pharmacy Network Services Addendum

HealthSpring/Argus

Page 5




 









 







15. Use of Name and Address. Argus Pharmacy shall allow Customer to use the name and
addresses of Argus Pharmacies in informational brochures or other publications provided to Members
or potential Members.



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Exhibit 1 to Pharmacy Network Services Addendum

HealthSpring/Argus

Page 6





 









 








SCHEDULE A TO SERVICES ADDENDUM TO MSA FOR

PHARMACY NETWORK SERVICES

CUSTOMER ELECTION OF ARGUS NETWORK



The capitalized terms used in this Schedule are defined in Exhibit A to the MSA. For the selected
network schedule to apply, Argus must receive Claims in Argus Format at point of sale from
Contracted Pharmacy. Customer understands that Argus Pharmacies may terminate their participation
in an Argus Network upon six months notice, or as otherwise negotiated, and thus that the
composition of the Network selected by Customer may change during the term of this agreement. The
Argus Network pricing established herein represents the rates targeted for contract negotiations
with Argus Pharmacies. Argus warrants that Customer will receive the benefit of any and all rates
negotiated for Customer even to the extent that contracted rates result in lower reimbursements
than indicated in the rates set forth below. Argus agrees that Participating Pharmacies that elect
to participate in the pharmacy network developed by Argus and utilized by Customer shall be
reimbursed in accordance with the contracted rates. Adherence with the contracted rates shall be
measured by Customer through an audit right, including the use of a third party auditor, to verify
Argus’ adherence to the transparency and pass through pricing objectives.




Network Reimbursement Rates for Argus Pharmacies





Retail Network paid on a per-claim, pass through, and lesser of the AWP discount, Usual and
Customary (U&C) or MAC




	 	•	 	Brand [***]
	 
	 	•	 	Brand Dispensing Fee — [***]
	 
	 	•	 	Generic [***]
	 
	 	•	 	Generic Dispensing Fee — [***]






Mail Order Network paid on a per-claim, pass through, and lesser of the AWP discount or MAC




	 	•	 	Brand [***]
	 
	 	•	 	Generic [***]
	 
	 	•	 	Dispensing Fee — [***]




Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Schedule A to Services Addendum to MSA for Pharmacy Network Services

HealthSpring/Argus

Page 7







 









 









Retail — Extended Supply Network (also known as “90 Days at Retail”) paid on a per-claim, pass
through, and lesser of the AWP discount, Usual and Customary (U&C) or MAC




	 	•	 	Brand [***]
	 
	 	•	 	Dispensing Fee -[***]
	 
	 	•	 	Generic [***]
	 
	 	•	 	Dispensing Fee — [***]





Specialty Pharmacy paid on a per-claim, pass through basis





	 	•	 	Brand [***]
	 
	 	•	 	Generic [***]
	 
	 	•	 	Dispensing Fee — [***]




Long Term Pharmacies paid on a per-claim, pass through, and lesser of the AWP discount or MAC if
applicable





	 	•	 	Brand @ [***]
	 
	 	•	 	Generic Effective Rate @ [***]
	 
	 	•	 	Dispensing Fee — @ [***]






 




*     Notes




[***]





[Three pages have been omitted and filed separately with the U.S. Securities and Exchange
Commission pursuant to HealthSpring, Inc.’s application requesting confidential treatment.]


Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Schedule A to Services Addendum to MSA for Pharmacy Network Services

HealthSpring/Argus

Page 8





 









 








MANUFACTURER REBATE PROCESSING SERVICE

ADDENDUM TO MSA



1. DEFINITIONS. Certain capitalized terms as used in this Addendum shall have the meaning stated
herein, or in the MSA or another addendum to the MSA.



2. DESCRIPTION OF SERVICES. For the initial and renewal terms of the MSA, Argus will establish and
maintain system capabilities for (a) entering certain variables to which Argus and Customer agree
pertaining to the terms of manufacturer rebate contracts to which Customer is a party, (b)
performing mathematical calculations using such variables to determine rebate amounts due Customer
from manufacturers, (c) generating standard Manufacturer Rebate Reports available from Argus on
quarterly basis, and (d) generate monthly rebate estimates based on Customer’s manufacturer
rebate contracts.



System capabilities include:





	 	•	 	Argus Rebate Processing System — Supports on-line entry of terms of rebate contracts
between a manufacturer and Customer such as general contract terms, calculation rules, and
covered drugs. A Contract Summary Report may be printed for each contract entered on-line.
	 
	 	•	 	Argus Rebate Report Cycle — Supports calculation of rebate amounts and generation of
reports and/or data files that may be sent to manufacturers. Reports and files include:






	 	•	 	Variance Report — Compares values generated during prior reporting period to
values generated during current reporting period. The purpose of this report is to
provide a quality control/reasonability check for the chosen reporting period.
	 
	 	•	 	Manufacturer Invoice Reports —  each contracted manufacturer, reports
calculated rebate amounts.
	 
	 	•	 	Market Share Analysis Report — Shows all rebates calculated as due from each
manufacturer that bases rebate payment on market performance.
	 
	 	•	 	Rebate Utilization Flat File — Contains rebateable claims for a given
manufacturer and is based on the NCPDP Manufacturer Rebate Utilization, Plan, and
Formulary Flat File Standard.




3. TRAINING. Argus shall provide Customer with up to three (3) days’ training in loading the
terms of manufacturer rebate contracts. Such training will be at no additional charge if
conducted at Argus. Otherwise, Customer shall reimburse Argus reasonable and customary
out-of-pocket expenses.



4. IMPLEMENTATION AND VERIFICATION. Customer is responsible for understanding the terms of its
existing rebate contracts with manufacturers and identifying targets to be used in the testing,
verification and reconciliation process. In



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Manufacturer Rebate Processing Service Addendum

HealthSpring/Argus

Page 1






 









 







general, during contract entry, Customer should compare existing agreements with manufacturers to
the Contract Summary Report produced from the Argus Rebate Processing System. Throughout the term
of this Addendum, Customer will participate in the verification of reports and data generated by
the Argus system and the reconciliation of differences in contract set up and calculation
assumptions between Customer’s current system and the Argus system.



5. RECORDKEEPING. Rebate contract information shall be available on-line for so long as the
manufacturer rebate contract and this Addendum are both in effect. Such information shall be
available on archived media for a period of ten (10) years from the rebate contract effective date,
or longer if required by law. In the event of a termination of the MSA, Argus shall provide the
applicable information to Customer to maintain in accordance with all applicable regulatory
requirements.



6. CONFLICTS. If there is any conflict between any provision of this Addendum and the MSA or
another addendum, the provisions of this Addendum shall govern. Except as expressly modified
herein, the terms of the MSA govern the services



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Manufacturer Rebate Processing Service Addendum

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MEDICARE PART D

REGULATORY ADDENDUM TO MSA




     This Addendum is to the Management Services Agreement (“MSA”) effective as of January 1, 2009,
between Argus Health Systems, Inc. (“Argus”), a Delaware corporation having its principal place of
business at 1300 Washington Street, Kansas City, Missouri 64105-1433 (“Argus”), and HealthSpring of
Tennessee, Inc., a Tennessee corporation; HealthSpring of Tennessee, Inc., a Tennessee corporation
d/b/a HealthSpring of Illinois; Texas HealthSpring, LLC, a Texas limited liability company;
HealthSpring Life & Health Insurance Company, Inc., a Texas insurance company; HealthSpring of
Florida, Inc., a Florida corporation; and HealthSpring of Alabama, Inc., an Alabama corporation
(each individually and collectively referred to herein as “Customer”). The effective date of the
Addendum is January 1, 2009 (the “Effective Date”).



     WHEREAS, in connection with the Medicare Prescription Drug, Improvement and Modernization Act
of 2003 (the “Act”), Customer submitted to the Centers for Medicare and Medicaid Services (“CMS”)
an application to become a Part D plan sponsor and offer a Medicare Part D plan as set forth in the
Medicare Prescription Drug Benefit Plan Final Rules contained in 42 CFR Parts 422 and 423 (“PDP
Final Rules”);



     WHEREAS, Argus has agreed to serve as a subcontractor for Customer in connection with
Customer’s Medicare Part D plan as set forth in the MSA and this Addendum; and



     WHEREAS, certain provisions are required to be included in the agreement between Customer and
its subcontractors with respect to Customer’s Medicare Part D plan as mandated by CMS and the PDP
Final Rules.



     In consideration of the mutual promises herein and in the MSA, Argus and Customer agree as
follows:



     1. The capitalized terms used in this Addendum shall have the meanings stated herein, in the
body of Appendix 1 hereto, or in the MSA or another addendum to the MSA. Otherwise terms used in
this Addendum shall have the meanings stated in 42 CFR Parts 422 and 423. References to Appendix 1
shall include Appendix 1 and all attachments thereto. References to Addendum shall include this
Addendum and Appendix 1. Appendix 1 is incorporated herein by this reference.



     2. Customer has entered into a written agreement with CMS as required by the PDP Application
or MA-PD Application (the “CMS Contract”), pursuant to which Customer will be approved as a Part D
plan sponsor to offer a Medicare Part D plan.



     3. Appendix 1 to this Addendum shall apply to the services Argus is to provide to Customer to
assist Customer in fulfilling its obligations under its Medicare


Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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Part D plan. It is the understanding of the parties that each provision in Appendix 1 is
required by CMS to be included herein in accordance with the CMS Contract. The parties agree that
any provision not required by CMS to be included herein shall not be binding on Argus.




     4. To the extent that the provisions of Appendix 1 attached hereto conflict with any other
provisions of the MSA, the provisions of Appendix 1 shall supersede the conflicting provisions of
the MSA.



     5. As consideration for the additional services provided hereunder, Customer will pay to Argus
the fees set forth in Exhibit C to the MSA. Any amounts due to Argus from Customer shall be paid
by Customer consistent with the invoicing and payment terms set forth in the MSA. Customer agrees
that if Customer fails to pay on or prior to the due date any amount owing to Argus hereunder,
Argus shall have all rights and remedies for non-payment or delay in payment specified in the MSA.
Customer acknowledges and agrees that certain obligations hereunder are subject to further CMS
refinement and instructions. Customer agrees that in the event the Act, the CMS Contract, CMS
instructions, or other applicable laws and regulations are modified through amendment, addition,
deletion, or otherwise after the execution of this Addendum in such a way that materially alters
the rights or obligations of Argus hereunder, Customer and Argus will attempt to equitably adjust
the terms of this Addendum to take such modification(s) into account. If the parties are unable to
agree upon an equitable adjustment within thirty (30) days after Argus notifies Customer of the
need for such an equitable adjustment, Argus shall have the right to terminate this Addendum
effective at the end of the coverage year in which the request for equitable adjustment was made.



     6. Argus represents and warrants that it currently provides pharmacy benefit administration
services including the following functions: (i) adjudication and processing of pharmacy claims at
the point of sale; (ii) negotiation with pharmacies for discounts, or other price concessions on
prescription drugs; (iii) administration and tracking of enrollees’ drug benefits in real time;
(iv) coordination with other drug benefit programs, including, for example, Medicaid, state
pharmaceutical assistance programs, Medigap, or other insurance; (v) develops and maintains a
pharmacy network; (vi) operates an
enrollee grievance intake process; and (vii) performs customer service functionality that
includes serving seniors and persons with a disability.



     7. This Addendum shall be coterminous with the MSA, and shall remain in full force and effect
for so long as the MSA remains in full force and effect, subject to the termination rights of the
parties set forth in the MSA and this Addendum. In the event the MSA or Customer’s CMS Contract is
terminated or expires after the Effective Date of this Addendum, this Addendum will terminate
concurrently with the termination or expiration of the MSA or Customer’s CMS Contract. Customer
will notify Argus in writing immediately upon termination or expiration of Customer’s CMS Contract.


Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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Termination of this Addendum shall not affect any rights or obligations, including obligations
to pay fees hereunder that accrued prior to the effective date of termination.




     8. Customer agrees that during the term of this Addendum, and any renewals hereof, Argus shall
have the exclusive right to provide to Customer the services described in this Addendum.



     9. This Addendum may be modified only by a written agreement signed by the authorized
representative of each party. No Argus or Customer employee is authorized to vary, amend, or
supplement the terms of this Addendum by any oral statement or written representation that is not
signed by an authorized representative of Argus or Customer, respectively.



     10. Each party represents and warrants that it has the necessary power and authority to enter
into this Addendum and to consummate the transactions contemplated hereby.



     The parties have caused this Addendum to be executed by their respective duly authorized
officers or agents as of the date set forth below.


Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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SIGNATURE PAGE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	ARGUS HEALTH SYSTEMS, INC	 	 	 	HEALTHSPRING OF TENNESSEE, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Jonathan Boehm	 	 	 	By:	 	/s/ Gerald V. Coil	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Printed Name:

Title:

Date:
	 	Jonathan Boehm

President

	 	 	 	 	 	Printed Name:

Title:

Date:
	 	Gerald V. Coil

Secretary
February 26, 2009	 	 






	 	 	 	 	 
	 	HEALTHSPRING OF TENNESSEE, INC

d/b/a HEALTHSPRING OF ILLINOIS

 	 
	 	By:  	/s/ Gerald V. Coil
 	 
	 	 	Printed Name:  	 Gerald V. Coil 	 
	 	 	Title:  
Date:	Secretary

February 26, 2009	 
	 
	 	TEXAS HEALTHSPRING, LLC

 	 
	 	By:  	/s/ Gerald V. Coil
 	 
	 	 	Printed Name:  	 Gerald V. Coil 	 
	 	 	Title: 
Date:	Secretary


February 26, 2009 	 
	 
	 	HEALTHSPRING OF ALABAMA, INC.

 	 
	 	By:  	/s/ Gerald V. Coil
 	 
	 	 	Printed Name:  	 Gerald V. Coil 	 
	 	 	Title:  
Date:	Secretary

February 26, 2009 	 
	 
	 	HEALTHSPRING OF FLORIDA, INC.

 	 
	 	By:  	/s/ Gerald V. Coil
 	 
	 	 	Printed Name:  	 Gerald V. Coil 	 
	 	 	Title:  
Date:	Secretary

February 26, 2009 	 
	 
	 	HEALTHSPRING LIFE & HEALTH

INSURANCE COMPANY, INC.

 	 
	 	By:  	/s/ Gerald V. Coil
 	 
	 	 	Printed Name:  	 Gerald V. Coil 	 
	 	 	Title:  
Date:	Secretary

February 26, 2009 	 
	 


Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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APPENDIX 1




MEDICARE PART D REGULATORY PROVISIONS




A. General Provisions. Argus agrees, and will require any of its subcontractors, including
pharmacies, to agree as follows: (references to subcontractors in this “General Provisions”
section shall refer to Argus and Argus’ subcontractors, including pharmacies)




	 	1.	 	Claims data and information provided in connection with this Addendum is used
for purposes of obtaining Federal funds. Subcontractor agrees that it is bound by 45
CFR Part 76 and represents and warrants that it is not excluded by the Department of
Health and Human Services Office of the Inspector General or by the General Services
Administration.
	 
	 	2.	 	In accordance with 42 CFR 423.505(k)(3), subcontractor must certify to Part D
sponsor (based on best knowledge, information, and belief) the accuracy, completeness,
and truthfulness of the claims data related to payment.
	 
	 	3.	 	In accordance with 42 CFR 423.505(i)(1), 42 CFR 423.562(a)(4), and 42 CFR
422.504(i)(1), notwithstanding anything to the contrary agreed to by the parties,
Customer maintains ultimate responsibility for adhering to and otherwise fully
complying with all terms and conditions of its CMS Contract and for ensuring that
subcontractor satisfies its obligations under Customer’s Medicare Part D plan.
	 
	 	4.	 	In accordance with 42 CFR 423.505(e)(2), 42 CFR 423.505(i)(2), 42 CFR
422.504(e)(2), and 42 CFR 422.504(i)(2)(ii), HHS, the Comptroller General, or their
designees have the right to inspect, evaluate, and audit any pertinent contracts,
books, documents, papers, and records, including medical records, of the subcontractor
involving transactions related to Customer’s CMS Contract or that pertain to any
aspect of services performed, reconciliation of benefit liabilities, and determination
of amounts payable under Customer’s CMS Contract. Only Customer or its designees shall
have direct access to Argus for these purposes, and Argus will make such books and
records available for such inspection, evaluation, and audit through Customer. With
respect to all other downstream entities, HHS, CMS, the Comptroller General, and their
designees shall have direct access (e.g., on site access) to such downstream entities,
and the downstream entities will make such books and records directly available to
HHS, CMS, the Comptroller General, or their designees for such inspection, evaluation,
and audit. This right exists through ten (10) years from the final date of this
Addendum’s termination date or from the date of completion of any audit, whichever is
later.





Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



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	 	5.	 	In accordance with 42 CFR 423.505(g)(1), 42 CFR 423.505(i)(3)(i), and 42 CFR
422.504(g)(1)(i), the Member shall not be held liable for payment of any fees that are
the legal obligation of Customer.
	 
	 	6.	 	In accordance with 42 CFR 423.505(i)(3)(ii) and (i)(4)(ii) and 42 CFR
422.504(i)(3)(ii) and (i)(4)(ii), in the event CMS or Customer determines that a
subcontractor has not performed satisfactorily under this Addendum, the delegated
activities and reporting responsibilities of the subcontractor may be revoked or
otherwise subject to the default provisions as set forth in the Agreement agreed to
with Customer.
	 
	 	7.	 	In accordance with 42 CFR 423.505(i)(3)(ii) and (i)(4)(iii) and 42 CFR
422.504(i)(3)(ii) and (i)(4)(iii), Customer will establish and maintain ongoing
monitoring and oversight of all aspects of subcontractor’s performance of its
obligations in connection with Customer’s Medicare Part D plan.
	 
	 	8.	 	In accordance with 42 CFR 423.505(i)(3)(ii) and (i)(4)(iv) and 42 CFR
422.504(i)(3)(ii) and (i)(4)(v), subcontractor shall comply with all applicable
Federal and State laws, regulations, and CMS instructions.
	 
	 	9.	 	Subcontractor agrees to participate in Customer’s Medicare Part D plan under
the terms and conditions agreed to by the parties. Any such services or other
activity performed by subcontractor in connection with Customer’s Medicare Part D plan
shall be consistent and comply with Customer’s CMS Contract as required by 42 CFR
423.505(i)(3)(iii) and 42 CFR 422.504(i)(3)(iii).
	 
	 	10.	 	Subcontractor will support and comply with applicable electronic prescription
standards as mutually agreed to by the parties to assist Customer in compliance with
its obligations under 42 CFR 423.159, 423.160, and 423.505(b)(6).
	 
	 	11.	 	In accordance with 42 CFR 423.505(d) and 42 CFR 422.504(d), subcontractor
agrees to maintain for ten (10) years, books, records, and documents related to the
performance of its obligations with respect to Customer’s Medicare Part D plan.
	 
	 	12.	 	Subcontractor agrees to comply with all applicable State and Federal privacy
and security requirements, including the requirements of 42 CFR
423.136, 42 CFR 423.505(b)(14), 42 CFR 422.504(a)(13), and 42 CFR 422.118, which
require that for any medical records or other health and enrollment information
subcontractor maintains with respect to Members, subcontractor will do the
following:





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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



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	 	a.	 	Abide by all applicable Federal and State laws regarding
confidentiality and disclosure of medical records or other health and
enrollment information of Members. With respect to information that
identifies a particular Member, subcontractor will have procedures that
specify: (1) for what purpose the information is used within the organization;
and (2) to whom and for what purposes it discloses the information outside the
organization;
	 
	 	b.	 	Ensure that medical information is released only in
accordance with applicable Federal or State law or under court orders or
subpoenas;
	 
	 	c.	 	Maintain the records and information in an accurate and
timely manner; and
	 
	 	d.	 	Ensure timely access by enrollees to the records and
information that pertain to them.






	 	13.	 	To the extent applicable in a subcontract, Argus agrees that it shall make
available to Customer via the my Argus website an annual attestation that it has upon
initial hire and annually thereafter reviewed the OIG/GSA exclusion databases to
ensure that no manager or employee administering Medicare Part D benefits is excluded
from Federal health care programs. Argus hereby agrees that in the event an employee
or manager is identified as excluded from Federal health care programs immediate
corrective action will be taken to ensure that such employee will not thereafter be
directly or indirectly involved in the administration of Medicare Part D benefits.
	 
	 	14.	 	In accordance with 42 CFR 423.505(b)(21) and to the extent applicable in a
subcontract and effective January 1, 2010, subcontractor acknowledges the CMS
requirement that any prescription drug pricing standard used to reimburse pharmacies
based on the cost of the drug will be updated on January 1 of each contract year and
at least every seven (7) days thereafter.
	 
	 	15.	 	In accordance with 42 CFR 423.520 and to the extent applicable in a
subcontract effective January 1, 2010, subcontractor acknowledges the CMS requirement
that Part D plan sponsors pay network pharmacies (other than mail-order and long-term
care pharmacies) for clean claims within (a) fourteen (14) days for electronic claims,
and (b) thirty (30) days for any other claims.
	 
	 	16.	 	In accordance with 42 CFR 423.505(b)(20) and to the extent applicable in a
subcontract and effective January 1, 2010, subcontractor acknowledges





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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



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	 	 	 	the CMS requirement that allows long term care pharmacies to have not less than
thirty (30) days, but not more than ninety (90) days, to submit Part D claims for
reimbursement.





B. Delegated Responsibilities.




	 	1.	 	In accordance with 42 CFR 423.505(i)(3) and (i)(4) and 42 CFR
422.504(i)(4)(i), the following specifies the delegated activities and reporting
responsibilities of Argus:






	 	 	 	Argus shall be responsible for performing the services specified in the
MSA to the extent they supplement and are not inconsistent with this
Addendum.
	 
	 	 	 	In addition, Argus shall be responsible for performing the services set
forth in the following Appendices in the manner set forth in the
corresponding Appendix:





	 	 	 
	Appendix 1-A

	 	Claims Processing and Data Management
	Appendix 1-B

	 	Coordination of Benefits
	Appendix 1-C

	 	Pharmacy Networks
	Appendix 1-D

	 	Provider Call Center
	Appendix 1-E

	 	Drug Utilization Management
	Appendix 1-F

	 	Quality Assurance
	Appendix 1-G

	 	Intentionally Omitted
	Appendix 1-H

	 	Transition Member Notice Services
	Appendix 1-I

	 	Part D Member Customer Service
	Appendix 1-J

	 	Explanation of Benefits File
	Appendix 1-K

	 	Reporting and Data Files







	 	2.	 	It is expressly understood that in delegating authority to Argus to perform
these functions, Customer shall retain overall authority, responsibility, and
accountability for such functions. Argus has been engaged as an independent
contractor and not as a fiduciary of Customer.
	 
	 	3.	 	Customer acknowledges that it has the sole authority to control and
administer its Medicare Part D plan. Nothing herein shall be construed or deemed to
confer upon Argus any responsibility for or control over the terms or validity of
Customer’s Medicare Part D plan.
	 
	 	4.	 	Customer shall provide Argus with information necessary for Argus to meet its
obligations under this Addendum, including the plan benefit design, processing
parameters and other information regarding healthcare coverage for Members. This
information must be in writing, complete and





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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



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	 	 	 	accurate and provided timely. Argus may rely on the completeness and accuracy of
this information.
	 
	 	5.	 	Customer will obtain CMS approval in a timely manner of all materials
requiring CMS approval (including but not limited to letter templates, forms, website
content) and will provide such approved materials to Argus to utilize in connection
with the services hereunder. Argus will have no obligation to provide required
materials unless and until Customer provides the CMS approved materials to Argus.
Changes to any such materials (including file format, specifications, etc) required by
CMS or Customer after such materials are loaded in the Argus system may incur an
additional fee.
	 
	 	6.	 	Subject to Customer’s approval and a pre-delegation audit, Argus may
subcontract out the obligations set forth herein provided that such subcontractor
agrees to perform the services as set forth herein and provided that the subcontractor
agrees to the “General Provisions” substantially in the form set forth in Appendix 1,
Section A, of this Addendum. Customer hereby acknowledges and agrees that Argus is
currently subcontracting to, and will continue to subcontract to, [***].
	 
	 	7.	 	Argus is authorized by Customer to perform the functions specified herein.
Customer agrees that it has or will obtain such authorizations from Members as may be
required by law in order for Argus to provide the services contemplated by the MSA and
this Addendum.
	 
	 	8.	 	Customer acknowledges and agrees that it is responsible for disclosing to
Members any and all matters relating to its Medicare Part D plan as are required by
law to be disclosed, including but not limited to any matter relating to the
calculation of copayments, coinsurance amounts, deductible or any other amounts that
are payable by a Member, grievance and appeal procedures, and complaint processes.
	 
	 	9.	 	Customer acknowledges and agrees that it is responsible for notifying Members
of expected uses and disclosures of the Member’s protected health information in plain
language containing sufficient detail to advise the beneficiary of the uses and
disclosures permitted or required, as well as the Member’s rights and Customer’s
duties with respect to such information.
	 
	 	10.	 	To the extent that compliance with CMS requirements would require Argus to
conduct activities outside the scope of services set forth herein or in the event CMS
modifies existing requirements in such a way as to require changes in Argus’ systems
or operations as set forth herein (including, but not limited to, changes in EOB form
or file format,





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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



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	 	 	 	changes in reporting format or requirements), Customer shall pay Argus a mutually
negotiated fee for such activities.
	 
	 	11.	 	In the event Customer requests non-standard services, forms, materials or
documents, or standard services, forms, materials or documents in an amount which
Argus determines to be unreasonable or excessive, the parties will mutually agree upon
the fee to charge Customer before such customized or additional services are provided.





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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



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APPENDIX 1-A




CLAIMS PROCESSING AND DATA MANAGEMENT





	1.	 	On-Line Claims Processing. Argus will provide a real time on-line claims processing system
to adjudicate drug claims submitted by network pharmacies on behalf of Members. Argus agrees
that the on-line claims system will operate according to the following standards:






	 	a.	 	[***] response within 4 seconds;
	 
	 	b.	 	[***] of all claims paid with no errors; and
	 
	 	c.	 	[***] system availability.






	 	 	Customer acknowledges and agrees that these standards may be adjusted pending the impact of
TrOOP system interfaces with the on-line claims processing system as determined by CMS.
	 
	 	 	Customer further acknowledges and agrees that scheduled maintenance for IPNS® (the on-line
claims system) will be excluded from the calculation of system availability. Scheduled
maintenance shall not exceed [***] per month.
	 
	2.	 	Paper Claims Processing. Argus agrees to provide a paper claims processing system designed
to pay claims submitted by non-network pharmacies on behalf of Members. Argus agrees that the
paper claims system will operate according to the following standards:






	 	a.	 	[***] of claims requiring no intervention will be handled within [***];
	 
	 	b.	 	[***] of claims requiring intervention will be handled within [***]; and
	 
	 	c.	 	[***] of all manually keyed claims, if entered by Argus, will be paid with no
errors.






	3.	 	Tracking True Out-of-Pocket Costs (TrOOP). Argus’ IPNS® will accept and maintain data
provided with respect to Member’s true out of pocket (TrOOP) costs.
	 
	4.	 	Data Processing and Management System Requirements. Argus agrees that its data management
processes and data systems will be capable of accomplishing the following:






	 	a.	 	Collection of data in either an NCPDP or X12 format in accordance with the
Health Insurance Portability and Accountability Act of 1996, and





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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



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	 	 	 	regulations issued thereunder (“HIPAA”). The data to be collected will encompass
quantity, type, and costs of pharmaceutical prescriptions filled for Members and
will be linked to Medicare beneficiary identification numbers (HIC#);
	 
	 	b.	 	Submission of prescription drug claims information for Members for Part D
drug prescriptions in the format required by CMS, using batch submission processes.
Data to be submitted will encompass quantity, type, and costs of pharmaceutical
prescriptions filled for Members and will be linked to Medicare beneficiary
identification numbers (HIC#);
	 
	 	c.	 	Submission of data to CMS via the Medicare Data Communications Network (MDCN)
in compliance with CMS requirements;
	 
	 	d.	 	Performance of data edit and quality control procedures to help ensure
accurate and complete prescription drug data;
	 
	 	e.	 	Correction of all data errors identified by CMS;
	 
	 	f.	 	Collection of data for dates of service within the coverage period with a
3-month close-out window for the submission of remaining unreported claims data;
	 
	 	g.	 	Provision of additional information for the purposes of reconciliation of
risk factors, low income subsidy payments, reinsurance payments, and risk corridor as
required by CMS; and
	 
	 	h.	 	Sending and receiving claims data for third party payers from the CMS
contractor that will serve as the clearinghouse for all Part D beneficiary outpatient
drug claims.






	5.	 	System Description. Argus agrees that it will have available for CMS inspection a complete
description of the claims adjudication system including:






	 	a.	 	Hardware and software;
	 
	 	b.	 	Operating system;
	 
	 	c.	 	MediSpan or First Data Bank database, including number of iterations saved;
	 
	 	d.	 	Number of sites processing claims (including disaster recovery back-up
system); and
	 
	 	e.	 	System volume in covered lives, including the number of transactions the
system can support per day and per hour.





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	6.	 	System Testing. Argus agrees to have a testing process to identify and correct plan
configuration errors prior to implementation and to document the manner and extent to which it
has performed such testing.
	 
	7.	 	Policies and Procedures.






	 	a.	 	Claims Adjudication: Argus agrees that it will have available for CMS upon
request policies and procedures that include a complete description and flow chart
detailing the claims adjudication process for each of the following:






	 	i.	 	Contracted network pharmacies
	 
	 	ii.	 	Out-of-network pharmacies
	 
	 	iii.	 	Paper claims
	 
	 	iv.	 	Batch-processed claims
	 
	 	v.	 	Manual claim entry (e.g., for processing direct member
reimbursement)






	 	b.	 	Claim Detail Management: Argus agrees that it will have available for CMS
upon request policies and procedures that include a complete description of claim
detail management, including:






	 	i.	 	The length of time that detailed claim information is
maintained online (which will not be less than 12 months);
	 
	 	ii.	 	The data storage process after it is no longer online; and
	 
	 	iii.	 	The length of time that detailed claim information is stored
when it is no longer online (which will not be less than 10 years).






	 	c.	 	Claim Data Access/Retrieval: Argus will provide claims data to Customer in
accordance with this Addendum. Customer acknowledges and agrees that it will be
Customer’s obligation to maintain and retrieve such data and to have available for CMS
upon request policies and procedures that include a complete description of the
accessibility of the following information for data capture purposes and a flow chart
of the claims data retrieval process for each of the following:






	 	i.	 	Entire claims history file
	 
	 	ii.	 	Encounter data required by state mandates





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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



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	 	iii.	 	Encounter data required by alternate funding sources
	 
	 	iv.	 	Out-of-pocket maximum/deductible files






	 	d.	 	Claim Overpayments/Underpayments: Argus and Customer agree that they will
each have available for CMS upon request policies and procedures that include a
description of how overpayments and underpayments to pharmacies, as well as enrollees
(Members), are handled and recovery procedures for each respective organization as
applicable.
	 
	 	e.	 	Disputed Claims: Argus and Customer agree that they will each have available
for CMS upon request policies and procedures that include a complete description of
procedures surrounding disputed claims, for each respective organization as
applicable, including the following:






	 	i.	 	The steps that a pharmacy and/or enrollee (Member) must
follow to dispute a claim reimbursement;
	 
	 	ii.	 	The average amount of time needed to resolve a claims
dispute; and
	 
	 	iii.	 	Turnaround time standards for dispute resolution.






	8.	 	LICS Services: Argus will provide to Customer the capability to reallocate the cost-sharing
between the Customer and its Members those results from a change
in a Member’s LICS status (“LICS Member”). For the date range applicable to the change in
LICS status, the LICS Claim Adjustment process may include selection of Part D claims and
will include readjudication of Part D Claims to determine and modify the reallocation of
the cost-sharing between the Customer and the Member and Part D-specific fields such as
TrOOP; provide the vehicle to reimburse the Member for any overpayments the Member
previously made to the pharmacy and identify underpayments by the Member; and provide an
audit trail of LICS Claim Adjustments. No adjustment will be made to amounts associated
with the reimbursement to a pharmacy. Customer acknowledges and agrees that requirements
for the service may change based upon CMS guidance and industry practice, and, in such
case, Argus will work with Customer to determine the impact of such changes.





Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



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APPENDIX 1-B




COORDINATION OF BENEFITS




The parties acknowledge and agree that in accordance with 42 CFR 423.464, Customer is required to
comply with administrative processes and requirements established by CMS to ensure effective
exchange of information and coordination between Customer and SPAPs, Medicaid programs, group
health plans, FEHBP, military coverage (including TRICARE), Indian Health Services, Federally
qualified health centers, rural health centers, and other health benefit plans or programs that
provide coverage or financial assistance for the purchase or provision of Part D drugs on behalf of
Members, as CMS may specify. Upon Customer’s request, Argus will reasonably cooperate with
Customer in its coordination of benefit services required by CMS. Argus will not impose fees on
entities that are unrelated to the cost of the coordination of benefits.



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



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APPENDIX 1-C




PHARMACY NETWORKS




Argus will provide Customer with access to Argus’ national network of pharmacies as described
herein and in the Services Addendum to MSA for Pharmacy Network Services for Customer’s national
service area. Customer will provide Argus no less than one hundred twenty (120) days notice of
intent to modify the service area(s). The following applies to pharmacy networks Argus provides
with respect to Customer’s Medicare Part D programs in Customer’s service area:




	1.	 	Any Willing Provider. In accordance with 42 CFR 423.120(a)(8)(i) and 42 CFR 423.505(b)(18),
Argus agrees to have a standard contract whereby any willing pharmacy in Customer’s service
area may access the standard contract and participate as a network pharmacy by accepting such
standard contract. In addition, in accordance with 42 CFR 423.120(a)(5), with respect to
long-term care pharmacies in Customer’s service area, Argus agrees to offer standard
contracting terms and conditions, including performance and service criteria for long-term
care pharmacies that CMS specifies. Argus further agrees to offer standard contracting terms
and conditions conforming to the model addendum that CMS develops to all I/T/U pharmacies in
Customer’s service area in accordance with 42 CFR 423.120(a)(6). Notwithstanding the
foregoing, terms and conditions may vary, particularly with respect to payment terms to
accommodate geographical areas (e.g., rural pharmacies) or different types of pharmacies
(e.g., mail order and retail), provided that all similarly-situated pharmacies are offered the
same standard terms and conditions. In no event will Argus require a pharmacy to accept
insurance risk as a condition of participation in the network. 42 CFR 423.120(a)(8)(ii).
	 
	2.	 	Credentialing. The credentialing process of network pharmacies may be reviewed by Customer,
and Customer may audit the credentialing process on an ongoing basis. 42 CFR
422.504(h)(4)(iv).
	 
	3.	 	Customer’s Right to Approve, Suspend, or Terminate Network Pharmacy. In accordance with 42
CFR 423.505(i)(5), Argus agrees that Customer retains the right to approve, suspend, or
terminate any arrangement with a pharmacy. Additional fees may apply if such non-approval,
suspension, or termination of a pharmacy from the network requires creation and maintenance a
customer specific network in IPNS®.
	 
	4.	 	Prompt Payment of Claims. Subject to receipt of funds from Customer, Argus will pay clean
claims submitted by network pharmacies on behalf of Members within the timeframes required by
Law.





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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



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	5.	 	Required Contract Provisions for All Network Pharmacies. Argus agrees that its standard
contracts with network pharmacies will include all of the provisions contained in Section A
“General Provisions” of Appendix 1. In addition, Argus agrees that its standard contracts
with network pharmacies, whether retail, mail order, long term care (LTC), home infusion
(HIT), and Indian Health (I/T/U) will include all required CMS provisions. A copy of such
provisions will be provided to Customer upon written request.
	 
	6.	 	Pharmacy Access.






	 	a.	 	Argus agrees to provide a contracted pharmacy network consisting of
pharmacies in Customer’s service area that meet the following access requirements in
accordance with 42 CFR 423.120(a)(1) and (2):






	 	i.	 	Urban: At least ninety percent (90%) of Members, on average,
in urban areas in Customer’s service area live within two (2) miles of a
network pharmacy that is a retail pharmacy, I/T/U pharmacy, or pharmacies
operated by Federally Qualified Health Centers and Rural Health Centers.
Urban areas are five-digit zip codes in which the population density is
greater than 3,000 persons per square mile.
	 
	 	ii.	 	Suburban: At least ninety percent (90%) of Members, on
average, in suburban areas in Customer’s service area live within five (5)
miles of a network pharmacy that is a retail pharmacy, I/T/U pharmacy, or
pharmacies operated by Federally Qualified Health Centers and Rural Health
Centers. Suburban areas are five-digit zip codes in which the population
density is between 1,000 and 3,000 persons per square mile.
	 
	 	iii.	 	Rural: At least seventy percent (70%) of Members, on
average, in rural areas in Customer’s service area live within fifteen (15)
miles of a network pharmacy that is a retail pharmacy, I/T/U pharmacy, or
pharmacies operated by Federally Qualified Health Centers and Rural Health
Centers. Rural areas are five-digit zip codes in which the population density
is less than 1,000 persons per square mile.
Customer acknowledges and agrees that concerning this rural access
standard, there may be several states for which the standard will be
impossible or impracticable to meet given the lack of infrastructure.
Customer acknowledges that CMS will be identifying these states and agrees
that the rural access requirement above will be excepted in such states.





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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



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HealthSpring/Argus

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	 	 	Argus will demonstrate the pharmacy access requirements above based on a computation using
100% of Member counts by zip code (as provided to Argus by Customer).






	 	b.	 	Argus may (but is not required) to have non-retail pharmacies, including
pharmacies offering home delivery via mail-order and institutional pharmacies in its
network in accordance with 42 CFR 423.120(a)(3).
	 
	 	c.	 	Argus agrees that its pharmacy network will provide adequate access to home
infusion pharmacies consistent with written CMS policy guidelines and other CMS
instructions in accordance with 42 CFR 423.120(a)(4).
	 
	 	d.	 	Argus agrees that its pharmacy network will provide convenient access to
long-term care pharmacies and I/T/U pharmacies consistent with written CMS policy
guidelines and other CMS instructions in accordance with 42 CFR 423.120(a)(5) and (6).
	 
	 	e.	 	Argus will provide an electronic list to Customer of all contracted
pharmacies in accordance with CMS requirements along with related GeoAccess services
as required to support all necessary regulatory filings.






	7.	 	The parties hereby acknowledge and agree that in order to meet access requirements, certain
pharmacies may require Customer to comply with additional provisions set forth in the
respective pharmacy contracts. Such provisions shall be mutually agreed to by Argus and
Customer and, in the event Customer objects to such provisions and the respective pharmacies
are not included in the network, Argus shall not be required to comply with the access
requirements contained herein with respect to the type(s) and/or area(s) of such pharmacy(ies)
whose terms were objectionable to Customer; provided, however, that Argus shall continue to
utilize good faith efforts to comply with such access requirements by negotiation agreements
with other applicable pharmacies.
	 
	8.	 	Customer acknowledges and agrees that it shall have and maintain an adequate transition plan
in accordance with CMS requirements.





Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



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HealthSpring/Argus

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APPENDIX 1-D




PROVIDER CALL CENTER



Argus will make available to pharmacies and providers a toll-free call center number to respond to
inquiries from pharmacies regarding a Member’s drug benefit, including such operational areas as
claims processing, benefit coverage, claims submission, and claims payment.



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.



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HealthSpring/Argus

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APPENDIX 1-E




DRUG UTILIZATION MANAGEMENT



In accordance with 42 CFR 423.505(b)(6) and 42 CFR 423.153(b), Argus agrees as follows:



Upon Customer’s request and as mutually agreed to by the parties, Argus will provide drug
utilization management programs designed to meet CMS requirements, which may include incentives to
reduce costs when medically appropriate such as encouragement of generic utilization and policies
and systems to assist in preventing over-utilization and under-utilization of prescribed
medications (such as compliance programs designed to improve adherence/persistency with appropriate
medication regimens, monitoring procedures to discourage over-utilization through multiple
prescribers or multiple pharmacies, quantity versus time edits, early refill edits). Customer
acknowledges and agrees that it is the ultimate decision maker on drug utilization management
programs. Argus shall adhere to and participate in utilization management programs adopted by
Customer as mutually agreed to by the parties, and shall abide by the decisions made in accordance
therewith.



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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APPENDIX 1-F




QUALITY ASSURANCE



In accordance with 42 CFR 423.505(b)(6) and 42 CFR 423.153(c), Argus will provide the following
quality assurance services in an effort to reduce medication errors and adverse drug interactions
and improve medication use:





	1.	 	Require pharmacies contracted with Argus for Part D (“Argus Part D Network Pharmacies”) to
comply with minimum standards for pharmacy practice as established by the states.
	 
	2.	 	Require Argus Part D Network Pharmacies to offer patient counseling to Members, when
appropriate.
	 
	3.	 	Provide an automated concurrent drug utilization review system for claims submitted
electronically at the point of sale via IPNS® that checks for the following (“DUR”):






	 	a.	 	Potential drug therapy problems due to therapeutic duplication;
	 
	 	b.	 	Age/gender-related contraindications;
	 
	 	c.	 	Over-utilization and under-utilization;
	 
	 	d.	 	Drug-drug interactions;
	 
	 	e.	 	Incorrect drug dosage or duration of drug therapy;
	 
	 	f.	 	Drug-allergy contraindications; and
	 
	 	g.	 	Clinical abuse/misuse.






	4.	 	Require Argus Part D Network Pharmacies to review DUR messages as they are received via IPNS®
and to use professional judgment as to whether action is required.
	 
	5.	 	Require Argus Part D Network Pharmacies to implement a method for maintaining up-to-date
Member information, such as, but not limited to, Member demographic information and Member
allergy information (drug and food).
	 
	6.	 	Upon Customer’s request and as mutually agreed to by the parties, provide retrospective drug
utilization review services in order to identify patterns of inappropriate or medically
unnecessary care among Members or associated with specific drugs or groups of drugs. Such
services may include a comprehensive analysis of patient drug profiles and a focused review of
a specific drug class or therapeutic category.




Customer acknowledges and agrees that it is the ultimate decision maker on quality assurance
programs and that it agrees to the quality assurance services set forth herein.



Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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HealthSpring/Argus

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APPENDIX 1-G




INTENTIONALLY OMITTED



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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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APPENDIX 1-H



TRANSITION MEMBER NOTICE SERVICE APPENDIX



1. DESCRIPTION OF SERVICES. In order to aid the Customer in satisfying requirements for
transition notices to members as described in CMS’s document titled “Transition Process
Requirements for Part D Sponsors — April 2006” issued on April 4, 2006, Argus will provide the
services described herein provided that Customer has elected to use Argus’ standard transition
logic module in establishing its Part D benefits.





a. TRANSITION CLAIMS DATA FILE. On a daily basis, Argus will electronically
transmit to Customer an Argus Standard Transition Claim Data File. The file will include
claims activity for the prior business day for each Customer Member for whom a claim was
paid under the transition logic; provided however, that there are no critical errors
detected for either the claims or the Member. The same file will be used to create the
letters. Claims determined to have a critical error will be included in a Transition Error
File.




b. TRANSITION LETTER PRINT AND MAIL.




i. Argus Transition Letter Specifications. Argus will provide to Customer a PDF
version of the Standard Argus Transition Letter which has been developed in
accordance with CMS guidelines. It will be the responsibility of the Customer to
obtain any necessary approvals from CMS. Argus Transition Print/Mail
specifications and development include:




	 	•	 	Development for standard transition supply member notification
letter, including: programming, project management, business analysis,
documentation, print development, creative design services, and artwork
creation
	 
	 	•	 	File transmissions
	 
	 	•	 	Laser printing of 2 pages (4 images)
	 
	 	•	 	Monochrome print
	 
	 	•	 	Duplex mode
	 
	 	•	 	Portrait format
	 
	 	•	 	English or Spanish versions based on language indicator in
Customer-provided eligibility file






ii. Argus Transition Letter Production.




	 	•	 	A letter will be produced and mailed with 3 business days for each
Customer Member for whom a claim was paid under transition logic provided
there are no critical errors associated with that claim.




Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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	 	•	 	Print processing will adhere to USPSP Coding Accuracy Support
System (CASS), postal bar coding, and electronic postal sorting.
	 
	 	•	 	First-class presort postage will be applied.
	 
	 	•	 	Letter will be folded and stuffed in a number 10 envelope.






c. MEMBER COMMUNICATIONS VIEWER AND RECORDS AVAILABILITY.




i. Member Communications Viewer. Through the MyArgusOnlineTM website, Argus will
provide on-line access to PDFs of each Argus Transition Letter for [***], beginning
with the month in which the Transition Letter is created. The Transition Letter
Viewer Application will allow the Customer to view and access transition letters by
Member, view a list of available transition letters for a Member, and print a
transition letter using Adobe Acrobat Reader®. In accordance with the systems
access provisions of the MSA, Customer shall inform Argus of the authorized users,
of additions and deletions to the list of users, and shall ensure that Access
Information is not provided to users not designated to Argus.




ii. Transition Letter Long-Term Storage. Each Argus Transition Letter PDF will be
archived for a period of ten (10) years from the date the Argus Transition Letter
PDF is no longer available on-line unless otherwise agreed between Argus and
Customer.





 




			
	[***Confidential treatment requested pursuant to a request for confidential treatment filed
with the Securities and Exchange Commission. Omitted portions have been separately filed with
the Commission.]




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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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Medicare Part D Regulatory Addendum

HealthSpring/Argus

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APPENDIX 1-I




PART D MEMBER CUSTOMER SERVICES



In accordance with the member customer services set forth in the MSA, Argus will make available to
Customer’s Part D Members a toll-free customer service call center number that is open during the
business hours and days of the week stated below, providing Member customer telephone services, in
accordance with Argus’ standard business practices. Argus will comply with the following in
providing such services:





	 	1.	 	At least [***] prior to the beginning of a calendar month, Customer will provide
Argus with the anticipated call volume for such calendar month. Based on this information,
Customer and Argus will mutually agree on a Maximum Call Limit which equals or exceeds the
anticipated call volume. [***]. The Maximum Call Limit is the maximum number of calls
Argus can receive within a calendar month in order to meet a performance level of
answering [***] of Part D Member customer service calls within [***] during the hours
required by CMS for Member call center availability. Unless otherwise agreed to by Argus,
Customer hereby agrees that the actual number of calls provided to Argus will not exceed
[***] of the anticipated call volume for any calendar month.
	 
	 	2.	 	Call center will operate during the days of the week and hours as stated below.
During these times, to the extent possible, Argus shall log calls into the Customer’s
tracking application. Calls shall be identified as Tier I and Tier II based on the phone
number on which the call is routed to Argus.






Member Call Center




	 	•	 	Specified Hours for receipt of all Customer’s Member calls: a) the time
period commencing at 8:00 p.m. Central Time and ending at 8:00 a.m. Central Time
each Customer business day, Monday through Friday; b) every week-end commencing at
8:00 p.m. Central Time Friday and ending the subsequent Monday at 8:00 a.m. Central
Time.
	 
	 	•	 	Specified Hours for receipt of a portion of Customer’s Member calls: the time
period commencing at 8:00 a.m. Central time and ending at 8:00 p.m. Central Time
each Customer business day.






	 	3.	 	Call center staff will answer Members’ questions on the Customer’s benefit plan,
including, but not limited to, co-payments, deductibles, network pharmacies, and current
TrOOP status;




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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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	 	4.	 	Call center will establish and maintain an explicit process for handling Members’
complaints in accordance with Customer’s instructions;
	 
	 	5.	 	Call center itself, or through contracted services, will provide service to
non-English speaking and hearing impaired beneficiaries; and
	 
	 	6.	 	Call center will perform Administrative Prior Authorizations as described below, for
the fees stated in Exhibit C (Section 5) of the MSA. Customer shall provide Argus with no
less than two (2) weeks written notice of its desire to terminate Prior Authorization
services described herein.
	 
	 	7.	 	Administrative Prior Authorizations. As determined mutually by Argus and Customer,
Argus shall provide administrative prior authorizations using a predefined set of criteria
established by the Customer that allows manual intervention to authorize paying a claim
that would otherwise be rejected by the Customer’s edits. Such authorizations include,
but are not limited to, Refill Too Soon, Changed Dosage or Directions, and Vacation
Supply. Customer acknowledges and agrees that Argus’ review will be a non-discretionary
review based on the objective written criteria and instructions received from Customer and
the limited amount of patient information available to Argus. Argus will not undertake,
and is not required hereunder, to make an independent determination of medical necessity
or appropriateness of therapies or to make diagnoses or substitute Argus’ judgment for the
professional judgment and responsibility of the physician.




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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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Medicare Part D Regulatory Addendum

HealthSpring/Argus

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APPENDIX 1-J




EXPLANATION OF BENEFITS (“EOB”) DATA FILE



Argus will provide the following EOB services:





	1.	 	EOB DATA FILE. No later than [***], Argus will electronically transmit to Customer
an Argus Standard EOB Data File. The file will include claims activity and accumulator
information (e.g., TrOOP balance) for the prior calendar month (“Prior Month”) for each
Customer Member enrolled in Medicare Part D.
	 
	2.	 	FORMULARY CHANGE INFORMATION APPLICATION (“FCIA”). Argus will provide a tool for
Customer to enter information pertaining to Part D formulary changes to be included in the
designated area of the Argus EOB. Argus will provide training material that provides Customer
with information regarding use of the FCIA.




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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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Medicare Part D Regulatory Addendum

HealthSpring/Argus

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APPENDIX 1-K




REPORTING AND DATA FILES





	1.	 	RxFocus II Reporting — As mutually agreed, Argus shall supply such demographic,
encounter, and cost data as Customer may require to perform its disclosure, planning,
reporting, administrative, supervisory, and other functions required under the CMS Contract
and under applicable State and Federal laws and regulations by making such data available
on-line to customer through Argus’ reporting tool service.
	 
	2.	 	Customer-specific Reports — As mutually agreed, Argus will prepare for Customer
reports as specified by Customer based upon such data. Such reports will be submitted to
Customer electronically or on paper in a mutually agreed upon format.
	 
	3.	 	Reports for Services Selected — Based on the services provided by Argus under this
Addendum as selected by Customer, Argus will provide the following reports (which are not
available through Argus’ on-line reporting tool service):






	 	1.	 	Medication Therapy Management Data — In the event Argus and
Customer mutually agree upon Medication Therapy Management (MTM) programs,
Argus will report information related to such MTM programs as mutually agreed
upon.
	 
	 	2.	 	Disputes — In the event Argus is providing member grievance
intake services under this Addendum, Argus will report at a frequency
specified by CMS the number of grievances in the aggregate forwarded to
Customer as set forth in the applicable appendix for member grievances.
	 
	 	3.	 	Rebate Report — In the event Argus is providing rebate
contracting services to Customer under this Addendum, Argus will provide the
report(s) specified by CMS as set forth in the applicable appendix to this
Addendum.






	 	 	Such reports shall be submitted to Customer electronically or on paper in a mutually agreed
upon format.
	 
	4.	 	Price and Pharmacy Network Files — Argus will prepare and transmit to CMS or CMS’
designated contractor pricing and pharmacy network information files for Customer’s Part D
plans to be publicly reported www.medicare.gov. Customer will submit formulary and pharmacy
network updates to Argus in accordance with Argus’ documented schedule for any changes
Customer desires




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page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




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	 	 	included in the submission to CMS.
	 
	5.	 	Prescription Data Event File (“PDE”) — On a mutually agreed schedule, Argus will
prepare and transmit to CMS or CMS’ designated contractor, PDE files in the form and format
required by CMS. Argus will provide Customer with reports and documentation to be used in
reconciling the PDE. Argus and Customer will mutually work in good faith to reconcile any PDE
discrepancies.




Copyright 2009 by Argus Health Systems, Inc. All Rights Reserved. All of the information on this
page constitutes a trade secret, privileged or confidential information, as such terms are
interpreted under the Freedom of Information Act and applicable case law.




Amended & Restated MSA

Medicare Part D Regulatory Addendum

HealthSpring/Argus

Page 29