ex10-1.htm






Exhibit 10.1


 


NOTE:  CERTAIN INFORMATION (INDICATED BY “[****]”) IN THIS EXHIBIT HAS BEEN 

OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


 


 


FIFTH AMENDMENT TO


PRIME VENDOR AGREEMENT







 


FIFTH AMENDMENT, dated as of January 1, 2012 (“Fifth Amendment”) to the PRIME VENDOR AGREEMENT made as of July 1, 2009, as amended as of March 2010, June 1, 2010, August 1, 2010 and May 1, 2011 (the “Existing PVA”), between AmerisourceBergen Drug Corporation (“ABDC”), on the one hand, and Bioscrip, Inc., BioScrip Infusion Services, Inc., Chonimed LLC, Bioscrip Pharmacy Inc., Bradhurst Specialty Pharmacy, Inc., Bioscrip Pharmacy (NY), Inc., Bioscrip PBM Services, LLC, Natural Living Inc., Bioscrip Infusion Services, LLC, Bioscrip Nursing Services, LLC, Bioscrip Infusion Management, LLC, Bioscrip Pharmacy Services, Inc., Critical Homecare Solutions, Inc., Specialty Pharma, Inc, New England Home Therapies, Inc., Deaconess Enterprises, LLC, Infusion Solutions, Inc, Professional Home Care Services, Inc., Wilcox Medical, Inc., Deaconess Homecare, LLC, South Mississippi Home Health, Inc., Regional Ambulatory Diagnostics, Inc., Elk Valley Professional Affiliates, Inc., Infusion Partners, LLC, Knoxville Home Therapies, LLC, South Mississippi Home Health, Inc.- Region I, South Mississippi Home Health, Inc. – Region II, South Mississippi Home Health, Inc. – Region III, Applied Health Care, LLC, East Goshen Pharmacy, Inc., Infusion Partners of Brunswick, LLC, Scott Wilson, Inc., Infusion Partners of Melbourne, LLC, Elk Valley Home Health Care Agency, Inc., Gericare, Inc., Cedar Creek Home Health Care Agency, Inc., Elk Valley Health Services, Inc., National Health Infusion, Inc., and Option Health, Ltd (severally and collectively sometimes hereinafter referred to and obligated as “Customer”), on the other hand.


 


Terms not otherwise defined herein shall have the meanings ascribed to such terms in the Existing PVA.


 


 



	
  

	
[****] Paragraph 3E is hereby amended [****] as follows:







 


 







 


[****]


 


Except as provided herein, all provisions, terms and conditions of the Existing PVA shall remain in full force and effect.  The parties have had a duly authorized officer execute this Fifth Amendment to the Existing PVA as of the date first listed above.


 


 


 



	
BIOSCRIP INC.


 


By:      /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 

	
BIOSCRIP INFUSION SERVICES, INC.


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 


 







 




  





  











  






 



	
CHRONIMED, LLC


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 

	
BIOSCRIP PHARMACY, INC.


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 


	
BRADHURST SPECIALTY


PHARMACY, INC.


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 

	
BIOSCRIP PHARMACY (NY), INC.


 


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 


	
BIOSCRIP PBM SERVICES, LLC


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 

	
NATURAL LIVING, INC.


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 


	
BIOSCRIP INFUSION SERVICES, LLC


 


By:      /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 

	
BIOSCRIP NURSING SERVICES, LLC


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 


	
 


BIOSCRIP INFUSION MANAGEMENT, LLC


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 

	
 


SPECIALTY PHARMA, INC


 


 


By:      /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 


 


	
 


CRITICAL HOMECARE SOLUTIONS, INC.


 


By:      /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 

	
 


DEACONESS ENTERPRISES, LLC


 


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 


	
NEW ENGLAND HOME THERAPIES, INC.


 


By:      /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 

	
INFUSION SOLUTIONS, INC.


 


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 













Bioscrip 5th Amendment – ALT – National (January 2012)






  2





  





  
















 



	
 


 


PROFESSIONAL HOME CARE SERVICES, INC.


 


By:      /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 

	
 


 


WILCOX MEDICAL, INC.


 


 


By:      /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 


	
DEACONESS HOMECARE, LLC


 


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 

	
REGIONAL AMBULATORY DIAGNOSTICS, INC.


 


By:      /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 


	
SOUTH MISSISSIPPI HOME HEALTH, INC.


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 

	
ELK VALLEY PROFESSIONAL AFFILIATES, INC.


 


By:      /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 


 


	
 


INFUSION PARTNERS, LLC


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 

	
 


KNOXVILLE HOME THERAPIES, LLC


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 


	
 


 


SOUTH MISSISSIPPI HOME HEALTH, INC. - REGION I


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 

	
 


 


SOUTH MISSISSIPPI HOME HEALTH, INC. – REGION II


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 


	
SOUTH MISSISSIPPI HOME HEALTH, INC. – REGION III


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 

	
APPLIED HEALTH CARE, LLC


 


 


By:      /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 


	
EAST GOSHEN PHARMACY, INC.


 


 


By:      /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 

	
INFUSION PARTNERS OF BRUNSWICK, LLC


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 




















Bioscrip 5th Amendment – ALT – National (January 2012)






  3





  





  








 



	
SCOTT WILSON, INC.


 


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 

	
INFUSION PARTNERS OF MELBOURNE, LLC


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 


	
ELK VALLEY HOME HEALTH CARE AGENCY, INC.


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 

	
GERICARE, INC.


 


 


By:      /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 


	
 


 


CEDAR CREEK HOME HEALTH CARE AGENCY, INC.


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 

	
 


 


ELK VALLEY HEALTH SERVICES, INC.


 


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 


	
NATIONAL HEALTH INFUSION, INC.


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 

	
OPTION HEALTH, LTD.


 


By:      /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 


	
BIOSCRIP PHARMACY SERVICES, INC.


 


By:      /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 

	
CHS HOLDINGS, INC.


 


 


By:       /s/ Richard Smith   


Name: Richard Smith


Title: President and CEO


 


	
AMERISOURCEBERGEN DRUG


CORPORATION


 


By:       /s/ Ricky L. Oyler   


Name: Ricky L. Oyler


Title: EVP, Strategic Accounts


 
















 










Bioscrip 5th Amendment – ALT – National (January 2012)






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