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Exhibit 10.1  


  
 

    HEALTH OPTIONS, INC.
  
    INJECTABLE DRUGS AGREEMENT    
  






   HEALTH OPTIONS, INC.  


 INJECTABLE DRUGS AGREEMENT  


    THIS INJECTABLE DRUGS AGREEMENT (the "Agreement", including by this reference any attached Exhibits and
Amendments) is made and entered into on the date set forth on the signature page below by and between the parties in Article I of this Agreement. 



    WHEREAS Health Options, Inc. ("HEALTH OPTIONS") is operating as a state certified health maintenance organization in the state of
Florida in accordance with applicable laws; and 


    WHEREAS HEALTH OPTIONS and HEALTH OPTIONS Affiliates offer certain Members programs for the purchase of injectable drugs (the Program);
and 


    WHEREAS OptionMed, Inc. (referred to as "PHARMACY" herein) is willing to provide services and supplies for the benefit of Members in
accordance with the terms of this Agreement; 


    NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the parties agree to the following: 


I.  PARTIES AND DEFINITIONS  


    The parties to this Agreement are: 




Health
Options, Inc.

4800 Deerwood Campus Parkway

Jacksonville, FL 32246 


a
Florida corporation, and 


OptionMed,
Inc.

100 Corporate North, Suite 212

Bannockburn, Illinois 60015 





    Definitions: 



	1.1
	Average
Wholesale Price (AWP) means the wholesale price of a drug or supply at the time of purchase as defined by the latest edition of the drug
file utilized by the Designated Administrator. The price shall be based on the National Drug Code (NDC) number or the container from which the drug or supply was dispensed. Health Options, Inc. will
provide PHARMACY with forty-five (45) days notice of any change in Designated Administrator or Average Wholesale Price Drug Source.



	1.2
	Copayment
means the amount(s) required to be paid by a Member in accordance with the requirements set out in the applicable Health Services
Agreement.



	1.3
	Covered
Services means the benefits described and set forth in the Health Services Agreement, including any endorsements and riders thereto,
provided that the Member is entitled to receive such benefits.



	1.4
	Designated
Administrator means the entity with which, HEALTH OPTIONS or HEALTH OPTIONS Affiliate contracts to perform various services related to
the Program.



	1.5
	Health
Services Agreement means a HEALTH OPTIONS or HEALTH OPTIONS Affiliate agreement which, by its terms, arranges for the delivery of Covered
Services to Members.



	1.6
	HEALTH
OPTIONS Affiliate means Blue Cross and Blue Shield of Florida, Inc. and/or any entity certified to operate as an insurance company or as a
health maintenance organization that is affiliated with HEALTH OPTIONS or Blue Cross and Blue Cross Blue Shield of 



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Florida,
Inc. by or through common ownership or control. (HEALTH OPTIONS shall provide Provider with a current list of all such HEALTH OPTIONS Affiliates upon written request.) 



	1.7
	Member
means an individual or dependent of an individual who, as determined by HEALTH OPTIONS, is eligible to receive services and supplies which
are Covered Services from PHARMACY by virtue of this Agreement and is properly enrolled: (a) under a Health Services Agreement with HEALTH OPTIONS or a HEALTH OPTIONS Affiliate; (b) under a
Health Services Agreement with a health plan that is participating in a national network, including Blue Cross and Blue Shield organizations and health maintenance organizations; (c) under a
self-insurance agreement with HEALTH OPTIONS or a HEALTH OPTIONS Affiliate; (d) in another health plan which has a reciprocity or other agreement with HEALTH OPTIONS or a HEALTH OPTIONS
Affiliate for the provision of health care services to its members, each such member therefore being entitled to receive Covered Services under a Health Services Agreement.



	1.8
	Participating
Physician means a physician who is authorized to provide medical services to Members pursuant to a written agreement with HEALTH
OPTIONS or HEALTH OPTIONS Affiliate. 




II.  INDEPENDENT RELATIONSHIP  



	2.1
	In
the performance of the obligations of this Agreement, regarding any services rendered to, or performed on behalf of, Members by either party or
its agents, servants or employees, each party is at all times acting and performing as an independent contractor with respect to the other party, and no party shall have or exercise any control or
direction over the method by which the other party shall perform such work or render or perform such services and functions. It is further expressly agreed that no work, act, commission, or omission
of any party, its agents, servants or employees, pursuant to the terms and conditions of this Agreement, shall be construed to make or render any party, its agents, servants or employees, an agent,
servant, representative, or employee of, or joint venture with, the other party.



	2.2
	PHARMACY
hereby expressly acknowledges its understanding that this Agreement constitutes a contract between PHARMACY and HEALTH OPTIONS, that HEALTH
OPTIONS is an independent corporation operating under a license with Blue Cross and Blue Shield plans, permitting HEALTH OPTIONS to use the Blue Cross and/or Blue Shield Service Mark in the State of
Florida, and that HEALTH OPTIONS is not contracting as an agent of the Association. PHARMACY further acknowledges and agrees that it has not entered into this Agreement based upon representations by
any person other than HEALTH OPTIONS and that no person, entity, or organization other than HEALTH OPTIONS shall be held accountable or liable to PHARMACY for any HEALTH OPTIONS' obligations to
PHARMACY created under this Agreement. This paragraph shall not create any additional obligations whatsoever on the part of HEALTH OPTIONS other than those obligations created under other provisions
of this Agreement. 




III.  SERVICES AND SUPPLIES  



	3.1
	PHARMACY
shall be a provider of services and supplies, for the benefit of Members pursuant to the terms of this Agreement, and as specifically set
forth in detail in Exhibit "A" titled "Fee For Service Program Description". 



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IV.  PROFESSIONAL JUDGMENT  



	4.1
	PHARMACY
reserves the right to refuse to compound or dispense any prescription in the exercise of its pharmacists' professional judgment; provided,
however, that PHARMACY shall remain solely liable to any and all persons and/or entities resulting therefrom. 




V.  ON-LINE PROCESSSING  



	5.1
	PHARMACY
shall submit certain claims for Covered Services for Members provided under this Agreement on-line (i.e. electronic) to the Designated
Administrator and the remainder of claims to HEALTH OPTIONS or HEALTH OPTIONS Affiliate, all submissions in conformity with the applicable HEALTH OPTIONS submission protocol then in effect.



	5.2
	PHARMACY
shall utilize on-line processing capabilities that are compatible with the Designated Administrator. 




VI.  REPRESENTATIONS OF PHARMACY  


    PHARMACY represents and agrees: 



	6.1
	That
it has and shall, during each term of this Agreement, maintain in full force and effect, all licenses, permits, certifications, and other
approvals required under federal, state and/or local law in regard to providing services in accordance with the Agreement.



	6.2
	That
all personnel who are employed by PHARMACY, directly or indirectly, to compound, dispense or otherwise provide Covered Services in conformance
with this Agreement to Members possesses any and all licenses, permits, certifications and regulatory approvals required by law; that all such personnel shall perform only those services which they
are legally authorized and all local, state and federal licensing requirements, as well as national, state and county standards professional ethics and practice as may be applicable.



	6.3
	PHARMACY
will promptly notify HEALTH OPTIONS of the loss of, or any material limitation with respect to, any such license, permit, certification, or
regulatory approval. 




VII.  TERM AND TERMINATION  



	7.1
	This
Agreement shall become effective as of the effective date appearing on the signature page hereof, and shall continue in effect until the
date shown on such signature page as the Initial Anniversary Date. Thereafter, this Agreement shall continue in effect from year to year from such initial anniversary date unless terminated by
the mutual written agreement of the parties. Notwithstanding the foregoing, and notwithstanding any other provisions of this Agreement, either party may terminate this Agreement at any time by giving
at least ninety (90) days prior written notice of such termination to the other party.



	7.2
	Subject
to the requirements of Sections 7.4 and 7.5 directly below, HEALTH OPTIONS or PHARMACY may terminate this Agreement immediately at any time
if the other party fails to have all applicable licenses or the full amount of insurance coverage required under the provisions of Article XII ("Insurance"). In addition, either party may
terminate this Agreement immediately at any time for cause. For purposes of this Agreement, "cause" shall include a material breach of an obligation to be performed hereunder, or a finding that there
was fraud, and/or a conviction of a felony, by a party or any individual affiliated with PHARMACY who provides or arranges the provision of services to Members. Further, HEALTH OPTIONS may terminate
this Agreement immediately at any time if HEALTH OPTIONS determines that Member dissatisfaction exists with respect to services provided by 



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PHARMACY.
Termination shall have no effect upon the rights and obligations of the parties arising out of any transactions occurring prior to the effective date of such termination. 



	7.3
	Right of Department of Insurance to Order Cancellation.  As required under Florida
Statutes §641.234, the Department of Insurance may order HEALTH OPTIONS to cancel this Agreement, if it determines that the fees to be paid by HEALTH OPTIONS are so unreasonably high as
compared with similar contracts entered into by HEALTH OPTIONS or as compared with similar contracts entered into by other health maintenance organizations in similar circumstances, such that this
Agreement is detrimental to the subscribers, stockholders, investors, or creditors of HEALTH OPTIONS. This agreement shall be canceled upon issuance of such order by the Department pursuant to this
section.



	7.4
	As
required under Florida Statutes §641.315, PHARMACY shall provide sixty
(60) days advance written notice to HEALTH OPTIONS and the Department of Insurance at the addresses listed in the "notice" section of this Agreement before canceling this Agreement with HEALTH OPTIONS
for any reason. Nonpayment for goods or services rendered by the PHARMACY to HEALTH OPTIONS or any of its Members shall not be a valid reason for avoiding such 60-day advance notice of cancellation.
Upon receipt by HEALTH OPTIONS of a 60-day cancellation notice, HEALTH OPTIONS may, if requested by the PHARMACY, terminate the contract in less than sixty (60) days if HEALTH OPTIONS is not
financially impaired or insolvent.



	7.5
	As
required under Florida Statutes §641.315, HEALTH OPTIONS shall provide
sixty (60) days' advance written notice to PHARMACY and the Department of Insurance at the addresses listed in the "Notice" section of this Agreement before canceling, without cause, this Agreement
with PHARMACY, except in such cases where a Member's health is subject to imminent danger.



	7.6
	HEALTH
OPTIONS and PHARMACY hereby acknowledge and agree that the provisions of Sections 7.4 and 7.5 above do not relieve either party of any of its
other obligations under this Agreement that are not inconsistent with the foregoing, including without limitation any obligation either party has to provide more than sixty (60) days' notice of
cancellation of this Agreement, to the other party. 




VIII.  PAYMENT TO PHARMACY  



	8.1
	HEALTH
OPTIONS agrees to pay to PHARMACY the compensation set forth in Exhibit "B" titled Compensation for those services described and set forth in
said Exhibit if such services are Covered Services and are provided pursuant to this Agreement. When notification, or action on notification, of cancellation of a Health Services Agreement is received
or acted upon by HEALTH OPTIONS after the requested cancellation date, HEALTH OPTIONS will utilize the date so requested for purposes of determining coverage and calculating compensation due under
this Agreement.



	8.2
	In
the event of any overpayment, duplicate payment or other payment of an amount in excess of that to which PHARMACY is entitled, HEALTH OPTIONS
may, in addition to any other remedy, and only to the extent allowed by applicable law, recover the same by way of offsetting the amounts overpaid against current and future amounts due to PHARMACY
and/or seeking an immediate refund from PHARMACY of the amount deemed by HEALTH OPTIONS to be an overpayment.



	8.3
	Pursuant
to Article V hereof, all claims must be submitted on-line within fourteen (14) days of the date a Covered Service is provided by
PHARMACY. Failure to submit claims within fourteen (14) days may result in non-payment by HEALTH OPTIONS for such Covered 



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Services.
PHARMACY acknowledges that Member shall not be liable for payment for such claims which are not timely submitted. In the event that claim must be submitted on 1500 claim form, PHARMACY must
submit claim within thirty days (30). 





IX.  COPAYMENTS; OTHER CHARGES  



	9.1
	At
the time of receipt of Covered Services, a Member may be required, in accordance with applicable Health Services Agreements, to pay PHARMACY a
Copayment or other charge(s). The amount of such Copayment or other charge(s) shall be the amount set out in the applicable Health Services Agreement. 




X.  MEMBER NON-LIABILITY  



	10.1
	PHARMACY
hereby agrees that in no event including, but not limited to, non-payment by HEALTH OPTIONS, insolvency of HEALTH OPTIONS, or breach of
this Agreement, shall PHARMACY bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against any Member or persons other than HEALTH OPTIONS
acting on the Member's behalf, for services provided pursuant to this Agreement. This provision shall not prohibit collection of supplemental charges or Copayments in accordance with the terms of the
applicable Health Services Agreement.



	10.2
	PHARMACY
further agrees that: (1) this provision shall survive the termination of this Agreement regardless of the cause giving rise to
termination and shall be construed to be for the benefit of HEALTH OPTIONS' Members; and that, (2) this provision supersedes any oral or written contrary agreement now existing or hereafter
entered into between PHARMACY and any Member or persons acting on such Member's behalf. 




XI.  COORDINATION OF BENEFITS  



	11.1
	PHARMACY
agrees to cooperate fully with the coordination of benefits procedures of HEALTH OPTIONS then in effect. 




XII.  INSURANCE  



	12.1
	PHARMACY,
at its sole cost and expense, shall procure and maintain such policies of general and professional liability insurance and such other
insurance as shall be necessary to insure it and its employees against any claim or claims for damages arising out of, or related to, alleged personal injuries or death resulting from the performance
or non-performance of services and activities of PHARMACY or its employees, or the use of any facilities, equipment or supplies provided by PHARMACY. Each of such policies shall be in amounts
acceptable to HEALTH OPTIONS. PHARMACY has furnished HEALTH OPTIONS with reasonable proof of such insurance prior to execution of this Agreement and shall notify HEALTH OPTIONS in writing at least
thirty (30) days prior to the termination or any reduction of such coverage. The failure to give such notice, or the absence of such coverage, is grounds for immediate termination of this Agreement. 




XIII.  COOPERATION WITH COMPANIES  



	13.1
	PHARMACY
agrees to cooperate with HEALTH OPTIONS fully in connection with the conducting by HEALTH OPTIONS of its credentialing activities, peer
review activities, utilization management programs, drug use evaluation programs, complaint resolution processes, and quality management programs which HEALTH OPTIONS establishes to the extent that
such programs relate to Covered Services to be provided in accordance with this Agreement, and in connection with its regular audit activities. In connection therewith, 



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PHARMACY
will allow employees, agents, and/or independent contractors retained by HEALTH OPTIONS for the performance of such activities, access to records pertaining to Members at reasonable times,
consistent with applicable Florida law. PHARMACY will comply with all reasonable requirements and policies of HEALTH OPTIONS used in administering such activities and/or programs and, further, shall
comply with administrative policies and procedures that are used by HEALTH OPTIONS in conducting their business operations. HEALTH OPTIONS shall not be subject to liability to PHARMACY as a result of
conducting such activities or programs, provided that HEALTH OPTIONS have acted in good faith. 



	13.2
	PHARMACY
agrees to comply with the specific Performance Standards set out in Exhibit "C" titled Performance Standards.



	13.3
	PHARMACY
and HEALTH OPTIONS agree to make all reasonable efforts, consistent with advice of counsel and the requirements of applicable insurance
policies and carriers, to coordinate the defense of all claims in which the other is either a named defendant or has a substantial possibility of being named. 




XIV.  MEMBER GRIEVANCE RESOLUTION PROCEDURES  



	14.1
	PHARMACY
acknowledges that HEALTH OPTIONS, in and pursuant to their various agreements with groups and individuals, have established a grievance
resolution procedure that provide a meaningful process for hearing and resolving disputes arising thereunder. A copy of the applicable grievance resolution procedure will be made available to PHARMACY
upon request. The parties agree that any complaint, grievance or claim asserted pursuant to such grievance resolution procedure shall
be resolved in accordance with such grievance resolution procedure and that they will comply with reasonable requests from HEALTH OPTIONS to assist in resolving such disputes and will comply with all
final determinations made through the grievance procedure. 




XV.  DISPUTE RESOLUTION; ARBITRATION  



	15.1
	Both
parties agree to meet and confer in good faith to resolve any controversy or claim arising out of or relating to this Agreement or the breach
thereof; provided, however, that the foregoing shall in no way be construed in a manner that would modify or limit the rights and obligations of the parties under Section VII above with respect to
termination of this Agreement. Unless otherwise prohibited by law, any such controversy or claim which cannot be so resolved shall be submitted to binding arbitration. Unless the parties agree in
writing to modify the procedure for such arbitration, the following procedure shall be followed: Arbitration may be initiated by either party making a written demand for arbitration on the other party
within a reasonable time from the date the claim, dispute, or controversy arose, but in no event later than the date legal proceedings would be barred by the applicable statute of limitations. The
party making such demand shall designate a competent and disinterested arbitrator in such written demand. Within thirty (30) days of that demand, the other party shall designate a competent and
disinterested arbitrator and give written notice of such designation to the party making the initial demand for arbitration. Within thirty (30) days after such notices have been given, the two
arbitrators so designated shall select a third competent and disinterested arbitrator and give notice of the selection to both parties. If the two arbitrators designated by the parties are unable to
agree on a third arbitrator within thirty (30) days, then upon request of either party such third arbitrator shall be selected by a Circuit Judge in the county in which arbitration is pending. The
arbitrators shall then hear and determine the question or questions in dispute, and the decision in writing of any two arbitrators shall be binding upon the parties. The arbitration shall be held in
the State of 



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Florida
at a location to be designated by the party not making the initial demand for arbitration. Unless the parties otherwise agree, the arbitration shall be conducted in accordance with the rules
governing procedure and admission of evidence in the courts of the State of Florida. Each party shall pay its chosen arbitrator and shall bear equally the expense of the third arbitrator and all other
expenses of the arbitration, provided that attorney's fees and expert witness fees are not deemed to be expenses of arbitration but are to be borne by the party incurring them. Except as otherwise
provided in this Agreement, arbitration shall be governed by the provisions of the Florida Arbitration Code. 





XVI.  LISTING, ADVERTISING AND PROMOTION  



	16.1
	PHARMACY
agrees that HEALTH OPTIONS may identify PHARMACY as a provider of services and also agrees that they may advertise, publicize, and
otherwise promote the relationship with PHARMACY to potential and existing Members. HEALTH OPTIONS (and HEALTH OPTIONS Affiliates, if applicable) may list the name, address, telephone number of
PHARMACY, and a description of its facilities and services, in directories or other lists of providers of services. 





Each
party further agrees that, except as provided in the foregoing sentence, the name, symbols, trademarks, trade names, and service marks of the other party, whether presently existing or hereafter
established, are proprietary; and each party reserves to itself all rights. In addition, except as provided in the first sentence hereof, neither party shall use the other party's name, symbols,
trademarks or service marks in advertising or promotional materials or otherwise without the prior written consent of that party and shall cease any such usage immediately upon written notice of the
party or upon termination of this Agreement, whichever is sooner. 




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   XVII.  MAINTENANCE AND INSPECTION OF RECORDS; CONFIDENTIALITY  



	17.1
	PHARMACY
agrees to maintain adequate business and medical records in English relating to the provision of Covered Services to Members during the
term of this Agreement for a period not less than seven (7) years of the record's creation.



	17.2
	PHARMACY
and HEALTH OPTIONS agree that all Member medical records shall be treated as confidential so as to comply with all state and federal laws
regarding the confidentiality of patient records. However, HEALTH OPTIONS and any HEALTH OPTIONS Affiliate, subject to applicable laws, shall have access to, and shall have the right upon request to
inspect and, at its own expense, copy, at all reasonable times, any accounting, administrative, and medical records maintained by PHARMACY pertaining to HEALTH OPTIONS, or any HEALTH OPTIONS
Affiliates, relating to Covered Services provided to Members, and to PHARMACY's participation hereunder. In addition, PHARMACY will allow inspection of books and records related to PHARMACY's dealings
with under this Agreement by HEALTH OPTIONS or a HEALTH OPTIONS Affiliate, by authorized state agencies, and by the Department of Health and Human Services and the Comptroller General of the United
States or their duly authorized representatives; provided, however, that, whenever feasible, PHARMACY shall notify HEALTH OPTIONS prior to releasing information to any agency or entity other than
HEALTH OPTIONS or HEALTH OPTIONS affiliates.



	17.3
	This
section shall not be interpreted to place any obligation on PHARMACY that would cause PHARMACY to act or otherwise be in violation of
applicable state or federal law.



	17.4
	The
parties recognize that they each have certain obligations imposed by state and federal law regarding the use and disclosure of personally
identifiable medical information ("PIMI"), including but not limited to health and financial information, provided to them about or collected by them from individuals, including HEALTH OPTIONS
members. To the extent that any such information is provided by HEALTH OPTIONS to PHARMACY in order to facilitate PHARMACY'S rendition of Covered Services, PHARMACY agrees to treat such information as
confidential information belonging to HEALTH OPTIONS, and to use it only in the manner and for the purpose specifically permitted by HEALTH OPTIONS or as otherwise is required by law. PHARMACY agrees
that it is prohibited from using and or disclosing confidential information in a manner other than as permitted or required by this Agreement or required by law. PHARMACY shall use appropriate
safeguards to prevent use or disclosure other than as permitted by this Agreement. PHARMACY shall ensure that its agents, employees, representatives, business associates, and contractors comply with
all of such PHARMACY'S legal obligations regarding use or disclosure of PIMI of Insureds, including, without limitation, the
Health Insurance Portability and Accountability Act and regulations promulgated thereunder ("HIPAA-AS") and the Gramm-Leach-Bliley Financial Services Modernization Act ("GLB") and all applicable
regulations (state and federal) promulgated thereunder. Notwithstanding the foregoing, PHARMACY expressly agrees that it will not, nor will it permit, any employee, representative, agent, business
associate, or contractor, or any third party whose access to such information is acquired by virtue of this Agreement, and/or PHARMACY'S performance pursuant to this Agreement, to collect or use PIMI
of Members except that PHARMACY will be entitled to collect and use such information for the purpose of rendering Covered Services pursuant to this Agreement. PHARMACY shall report to BCBSF any use or
disclosures not permitted by this Agreement about which PHARMACY becomes aware. The provisions of this paragraph shall survive termination or expiration of this Agreement. 



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XVIII.  ACCESS TO MEDICAL RECORDS  



	18.1
	Until
expiration of six (6) years after the furnishing of services pursuant to this Agreement, PHARMACY shall make available, upon written
request, to the Secretary of the Department of Health and Human Services, to the Comptroller General, or to any other applicable governmental authority, this Agreement and books, documents and records
of PHARMACY that are required by such authorities in order to certify the nature and extent of costs incurred with respect to any services furnished for which payments may be made under the Medicare
and Medicaid programs. If PHARMACY carries out any of the duties of this Agreement through a subcontract, having a value or a cost of $10,000 or more over a twelve month period, such subcontract shall
incorporate by reference all terms and conditions required of such a clause whereby, until expiration of six (6) years after the furnishing of such services pursuant to such subcontract, the
related organization shall make available, upon written request, to the Secretary of the Department of Health and Human Services, to the Comptroller General, or to their duly authorized
representatives, the subcontract, and the books, documents and records of such organization that are necessary to verify the nature and extent of costs incurred with respect to any services furnished
for which payments may be made under the Medicare or Medicaid programs. Further, PHARMACY specifically acknowledges that, and agrees to inform any subcontractor who performs any of the obligations of
PHARMACY under this Agreement that, payments received under this Agreement may, in whole or part, be Federal funds. 




XIX.  ASSIGNMENT AND DELEGATION  



	19.1
	Neither
party may assign any rights or delegate any duties or obligations under this Agreement, or transfer this Agreement in any manner, without
the express written approval of a duly authorized
representative of the other party, and any such attempted assignment, delegation or transfer in violation of this provision shall be void; provided, however, that HEALTH OPTIONS expressly reserves the
right to assign any and all of its rights, and to delegate any and all of its duties and obligations hereunder, and to in any manner transfer this Agreement, to a HEALTH OPTIONS Affiliate, provided
that HEALTH OPTIONS shall notify PHARMACY of any such assignment, delegation or transfer in writing at least thirty (30) days prior thereto. 




XX.  GENERAL PROVISIONS  



	20.1
	AMENDMENT:  This Agreement or any part of it may be amended at any time during the
term of the Agreement (as to Amendments, not Exhibits when the Agreement first entered into) by mutual consent in writing of duly authorized representatives of the parties, provided, however, that any
change (including any addition and/or deletion) to any provision or provisions of this Agreement that is required by duly enacted federal or Florida legislation, or by a regulation or
rule finally issued by a regulatory agency pursuant to such legislation, rule or regulation, will be deemed to be part of this Agreement without further action required to be taken by
either party to amend this Agreement to effect such change or changes, for as long as such legislation, regulation or rule is in effect.



	20.2
	APPLICABLE LAW:  The validity of this Agreement and of any of its terms and
provisions, as well as the rights and duties of the parties hereunder, shall be interpreted and enforced pursuant to and in accordance with the laws of the State of Florida.



	20.3
	ATTORNEY FEES: ENFORCEMENT COSTS:  Except in the case of arbitration proceedings
referred to above, or if the parties otherwise agree in writing, if any permitted legal action or other proceeding is brought for the enforcement of this Agreement, or 



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because
of an alleged dispute, breach, default or misrepresentation in connection with any provision of this Agreement, the successful or prevailing party or parties shall be entitled to recover
reasonable attorney's fees, court costs, and other reasonable expenses incurred in connection with maintaining or defending such action or proceeding, as the case might be, including any such
attorney's fees, costs, or expenses incurred on appeal, in addition to any other relief to which such party or parties may be entitled. 



	20.4
	BINDING EFFECT:  This Agreement shall be binding upon and inure to the benefit of
the parties, their successors, and their permitted assigns, unless otherwise set forth herein or agreed to by the parties in writing.



	20.5
	CONFIDENTIALITY OF CONTRACT TERMS AND MEMBER LISTINGS:  PHARMACY acknowledges and
agrees that the reimbursement rates paid by HEALTH OPTIONS, and other aspects of this Agreement, including, without limitation, any and all membership listings provided to Provider by HEALTH OPTIONS,
are competitively sensitive. PHARMACY will not disclose such rates, membership listings, and other aspects of this Agreement, to third parties, except upon the prior written authorization of HEALTH
OPTIONS.



	20.6
	ENFORCEABILITY:  In the event any provision of this Agreement is rendered invalid or
unenforceable by a valid Act of Congress or of the Florida Legislature or by any regulation duly promulgated by officers of the United States or of the State of Florida acting in accordance with law,
or declared null and void by any court of competent jurisdiction, the remainder of the provisions of this Agreement shall remain in full force and effect.



	20.7
	ENTIRE AGREEMENT: SIGNATURES REQUIRED:  This Agreement, which shall be deemed to
include all attachments, amendments, exhibits, addenda, and schedules, if any, contains the entire Agreement between the parties. Any prior agreements, promises, negotiations or representations,
either oral or written, relating to the subject matter of this Agreement and not expressly set forth in this Agreement are of no force or effect. This Agreement will be effective and binding on the
parties only if the duly authorized signatures of the parties are affixed hereto where indicated on the signature page below, and not otherwise.



	20.8
	HEADINGS:  The headings of sections contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement.



	20.9
	LIMITATIONS ON LIABILITY:  Although this Agreement contemplates services for
Members, the parties reserve the right to amend or terminate this Agreement without notice to, or consent of, any such Member. Subject to the provisions of Article X (Member Non-Liability for
Payment), no persons or entities except for HEALTH OPTIONS, HEALTH OPTIONS Affiliate and PHARMACY are intended to be or are, in fact, beneficiaries of this Agreement; and its existence shall not in
any respect whatsoever increase the rights of any Member or other third party, or create any rights on behalf of any Member or other third party vis-à-vis either of the parties. Neither
party shall be responsible for any act, omission, or default of any hospital, physician or other independent contractor, or for any negligence, misfeasance, malfeasance or nonfeasance of any other
independent contractor. No provision of this Agreement shall be deemed to constitute an agreement by either party to indemnify or hold harmless any other person or entity, whether or not a party
hereto. 



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	20.10	 	NONDISCRIMINATION:  In carrying out their obligations under this Agreement, Provider shall not discriminate against any Member on a basis of race, color, religion, sex, national origin,
 age, health status, participation in any governmental program (including Medicare), source of payment, membership in a health maintenance organization, marital status, or physical or mental handicap; nor shall PHARMACY knowingly contract with any
person or entity which discriminates against any Member on any such basis.
	

20.11	
 	
NON-EXCLUSIVITY:  The parties hereby acknowledge that this Agreement is not exclusive, and that each party may freely contract with any other person, firm or entity concerning the
subject matter hereof.
	

20.12	
 	
SURVIVAL OF PROVISIONS UPON TERMINATION:  Any provision of this Agreement, which requires or reasonably contemplates the performance of obligations by either party after the
termination of this Agreement shall survive such termination unless otherwise specifically provided herein.
	

20.13	
 	
WAIVER OF BREACH:  Waiver of a breach of this Agreement shall not be deemed to be a waiver of any other breach and shall not bar any action for subsequent breach
thereof.





XXI.  NOTICES  



	21.1
	Any
notice required to be given pursuant to the terms and provisions of this Agreement shall be in writing, postage prepaid, and shall be sent (by
certified or registered mail, return receipt requested, or by federal express or other overnight mail delivery for which evidence of delivery is obtained by the sender), to the address or addresses
set forth below unless the sender has been otherwise instructed in writing or unless otherwise provided by law. The notice shall be deemed to be effective on the date indicated on the return receipt
or, if no date is so indicated, then on the date of the notice. 




To PHARMACY:



OptionMed,
Inc.

100 Corporate North Suite 212

Bannockburn, Illinois 60015 




To Department of Insurance:



Bureau
of Allied Lines

Room 637, Larson Building

200 East Gaines Street

Tallahassee, Florida 32399 




To HEALTH OPTIONS:



Blue
Cross and Blue Cross Blue Shield of Florida, Inc. and

Health Options, Inc.

Attn: Director of Pharmacy

4800 Deerwood Campus Parkway

Jacksonville, Florida 32246 




With a copy to:



Health
Options, Inc.

Attn: Legal Affairs

4800 Deerwood Campus Parkway

Jacksonville, Florida 32246 






12





 









XXII.  MEDICARE PROGRAM  



	22.1
	Exhibit
"D" titled "Medicare+Choice Amendment," is hereby made part of this Agreement and the parties hereby agree to be bound by its terms. 



13





 





    IN WITNESS WHEREOF, by placing their duly authorized signatures below, the parties hereby execute this Agreement and agree to be bound
by its terms. 


Effective Date:           September 5, 2001           


Initial Anniversary Date:           September 4, 2002           


PHARMACY

(OptionMed, Inc.)  



	Signature:	 	 
	
/s/ Rajat Rai
	
 	

 
	

Rajat Rai
Name (Printed or Typed)	
 	

 
	
Chief Executive Officer, OptionMed, Inc.
Title	
 	

 
	
September 5, 2001
 Date Signed	
 	

 
	
HEALTH OPTIONS

(Health Options, Inc.)	
 	

 
	
Signature:	
 	

 
	
/s/ Robert Forster
	
 	

 
	

Name (Printed or Typed)	
 	

 
	
Robert Forster, M. D., V.P. Care and Network Management
Title	
 	

 
	
September 5, 2001
 Date Signed	
 	

 




14







  




A
CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24b-2 UNDER THE SECURITIES ACT OF 1934, AS AMENDED, FOR CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN FIELD WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN SOUGHT HS BEEN DELETED FROM THIS EXHIBIT AND THE DELETED TEXT REPLACED BY AN ASTERISK (*). 


HEALTH OPTIONS, INC.  


 INJECTABLE DRUGS AGREEMENT  


 
 

EXHIBIT "A"    
    
    FEE FOR SERVICE PROGRAM DESCRIPTION    
  



    * 


E–1





 


A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24b-2 UNDER THE SECURITIES ACT OF 1934, AS AMENDED, FOR CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN FIELD WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN SOUGHT HS BEEN DELETED FROM THIS EXHIBIT AND THE DELETED TEXT REPLACED BY AN ASTERISK (*). 


HEALTH OPTIONS, INC.  


 INJECTABLE DRUGS AGREEMENT  


 
 

EXHIBIT "B"    
    
    COMPENSATION    
  


I.  Fee for Service Payment Rate.  



    * 


E–2







  




A
CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24b-2 UNDER THE SECURITIES ACT OF 1934, AS AMENDED, FOR CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN FIELD WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN SOUGHT HS BEEN DELETED FROM THIS EXHIBIT AND THE DELETED TEXT REPLACED BY AN ASTERISK (*). 


HEALTH OPTIONS, INC.
  


 INJECTABLE DRUGS AGREEMENT  


 
 

EXHIBIT "C"    
    
    PERFORMANCE STANDARDS    
  



    *


E–3






  



HEALTH OPTIONS, INC.  


 INJECTABLE DRUGS AGREEMENT  


 
 

EXHIBIT "D"    
  


 
  1  MEDICARE+CHOICE AMENDMENT    
  


    Pursuant to Section 20.1 of this Agreement, this Medicare+Choice Amendment is entered into between Health Options, Inc. ("HEALTH OPTIONS") and OptionMed, Inc. 



    WHEREAS, HEALTH OPTIONS is a Medicare+Choice organization offering one or more Medicare+Choice Plans within certain service areas; and 


    WHEREAS, PHARMACY is willing to offer programs for the purchase of INJECTABLE drugs to HEALTH OPTIONS Medicare+Choice Members under one
or more such Plans. 


    IT IS THEREFORE AGREED AS FOLLOWS:


	1.
	Definitions:  The definition set out in Attachment 1 to this Medicare+Choice Amendment
shall apply whenever Covered Services under a Medicare+Choice Plan are provided to a Medicare+Choice Member;



	2.
	Compliance with HEALTH OPTIONS Medicare+Choice Administrative Policies and
Procedures:  PHARMACY shall use best efforts to comply with all current HEALTH OPTIONS Medicare+Choice administrative policies and procedures and any new
policies or procedures which may be enacted by HEALTH OPTIONS and thereafter furnished to Pharmacy. In the event PHARMACY cannot materially comply with any such new policies or procedures furnished to
Pharmacy, PHARMACY shall furnish HEALTH OPTIONS with a written notice describing the specific policies or procedure with which PHARMACY cannot materially comply. HEALTH OPTIONS agrees to then furnish
PHARMACY with information intended to, if needed, sufficiently explain any such new policy or procedure and, if after review of such information PHARMACY or HEALTH OPTIONS are unable to determine an
acceptable course of action to resolve the inconsistencies of their respective policies and procedures, either party may terminate this Medicare+Choice Amendment after providing at least ninety (90)
days prior written notice to the other party. PHARMACY also agrees to fully cooperate in any external review conducted by appropriate Federal or State agencies. PHARMACY specifically agrees that it
will require each entity and/or individual with which PHARMACY contracts (provided that such entity and/or individual is retained by PHARMACY to provide services or other activities in conformity with
this Agreement) to also specifically agree that such entity or individual is also under this duty to so comply with HEALTH OPTIONS Medicare+Choice administrative policies and procedures.



	3.a.
	UR/QI and Encounter Data Programs:  HEALTH OPTIONS shall establish a Medicare+Choice
Utilization Review and Quality Assessment and Improvement program ("UR/QI Program") which shall seek to assist in the delivery of quality health care services which are considered medically necessary
for Medicare+Choice Members. Further, HEALTH OPTIONS shall establish a Medicare+Choice Encounter Data program ("Encounter Data Program") which shall seek to assist in the efficient and effective
collection of data. PHARMACY agrees to cooperate with these UR/QI and Encounter Data Programs (and with any independent organization retained under any such program), to abide by decisions resulting
from review under these programs and with other aspects of this program, subject to rights of appeal as provided directly below.



	b.
	It
is specifically acknowledged that the UR/QI Program will incorporate and meet standards and guidelines outlined in the Quality Improvement System
for Managed Care ("QISMC"). 





E–4





 


Further,
in support of uniform data collection and reporting, the following may also be utilized: The Health Employer Data Information Set ("HEDIS"); Consumer Assessment of Health Plan Satisfaction
("CAHPS") survey; and Health of Seniors ("HOS"); and PHARMACY will submit to HEALTH OPTIONS (in accordance with HEALTH OPTIONS instructions) data required under this program. PHARMACY further
specifically agrees that it will require each entity and/or individual with which PHARMACY contracts (provided that such entity and/or individual is retained by PHARMACY to provide services or other
activities in conformity with this Agreement) to also specifically agree that such entity or individual is also under the duty to so cooperate with these UR/QI and Encounter Data Programs and to so
abide by the decisions under these programs and with other aspects of these programs, subject to rights of appeal as provided directly below. 



	c.
	PHARMACY
specifically agrees that it will submit to HEALTH OPTIONS (in accordance with HEALTH OPTIONS instructions under its Encounter Data Program)
all data necessary to characterize the context and purpose of each encounter between a Medicare+Choice Member and PHARMACY (e.g. medical records for the validation of encounter data). PHARMACY
specifically certifies that all such data submitted to HEALTH OPTIONS will be accurate, complete, and truthful, this certification based on best knowledge, information, and belief. PHARMACY further
specifically agrees that it will require each entity and/or individual with which PHARMACY contracts (provided that such entity and/or individual is retained by PHARMACY to provide services or other
activities in conformity with this Agreement) to also specifically agree that such entity or individual is also under this duty to submit encounter data. 



	4.
	Rights of Appeal:
	(a)
	Denial of Coverage:  In the event PHARMACY does not agree with a denial of benefit
coverage determination made by HOI, an appeal may be filed with HOI, and HEALTH OPTIONS shall review such appeal as to any Medicare+Choice Member in accordance with the appeal procedures then in
effect. PHARMACY acknowledges that HEALTH OPTIONS shall have final and binding authority regarding all determinations of Medicare+Choice Member benefit coverage, subject to review by applicable
Federal and State regulatory authorities;



	(b)
	Grievances and Appeals:  HEALTH OPTIONS has in place procedures for timely hearing
and resolution of grievances between Medicare+Choice Members and HEALTH OPTIONS or certain other entities or individuals through which HEALTH OPTIONS arranges for the provision of health care services
(e.g. appeal rights applicable to physicians, as described under Section 1861(r) of the Social Security Act). HEALTH OPTIONS specifically agrees that these procedures will meet any guidelines
established by CMS, and both HEALTH OPTIONS and PHARMACY agree to cooperate fully toward the investigation and resolution of any such grievance and/or appeal and to abide by decision under these
grievance and/or appeal programs. 







PHARMACY
further specifically agrees that it will require each entity and/or individual with which PHARMACY contracts (provided that such entity and/or individual is retained by PHARMACY to provide
services or other activities in conformity with this Agreement) to also specifically agree that such entity or individual is also under the duty to so fully cooperate toward the investigation and
resolution of any such grievance and/or and to so cooperate with these programs and to so abide by the decisions under these programs. 




	5.
	Conscience Protection and Medicare+Choice Member Advice:  HEALTH OPTIONS specifically
agrees that it will not prohibit or otherwise restrict any provider of medical services or supplies, acting within such provider's lawful scope of practice, from advising, or advocating on behalf of,
a Medicare+Choice Member about: 


E–5





 

	(i)
	The
Medicare+Choice Member's health status, medical care, or treatment options, including the provision of sufficient information to the individual
to provide an opportunity to decide among all relevant treatment options;



	(ii)
	The
risk, benefits, and consequences of treatment and non-treatments; or



	(iii)
	The
opportunity for the individual to refuse treatment and to express preferences about future treatment decisions. 



	6.
	Accountability to CMS:



    HEALTH
OPTIONS acknowledges: 



	(i)
	That
it is HEALTH OPTIONS duty to oversee, and that it is accountable to CMS for, any functions or responsibilities described in the standards set
out in Federal regulations concerning utilization of subcontractors under a Medicare+Choice contract; and that



	(ii)
	HEALTH
OPTIONS may only delegate activities or functions in a manner consistent with applicable requirements under these Federal regulations. Both
HEALTH OPTIONS and PHARMACY acknowledge that any service or other activities performed by a related entity, contractor or subcontractor in accordance with a contract or written agreement will be
consistent with and comply with HEALTH OPTIONS contractual obligations to CMS. 



	7.
	Prompt Payment/Claims Submission:  HEALTH OPTIONS shall remit payment for claims
submitted by PHARMACY for provision of Covered Services to Medicare+Choice Members under this Medicare+Choice Amendment within thirty (30) days of receipt, provided that the applicable claim is
complete and accurate, leaving no issues regarding HEALTH OPTIONS responsibility for payment. It is specifically agreed that, to be eligible for compensation for the rendering of Covered Services,
PHARMACY must submit claims to HEALTH OPTIONS for such services within sixty (60) days following the date of service, provided, however, that corrections or additions to such claim shall be accepted
by HEALTH OPTIONS if made within sixty (60) days from HEALTH OPTIONS receipt of an initial claim. Any claim submitted more than one hundred twenty (120) days following the date of service may be
denied, unless the claim was returned by HEALTH OPTIONS for further information.



	8.
	Medicare+Choice Member Financial Protection:  It is specifically acknowledged that
PHARMACY and each entity and/or individual with which PHARMACY contracts (provided that such entity and/or individual is retained by PHARMACY to provide services or other activities in conformity with
this
Agreement), are prohibited from holding, and as a consequence each will not in any event attempt to hold, any Medicare+Choice Member liable for payment of any fees that are the legal obligations of
HEALTH OPTIONS under its Medicare+Choice contract with CMS.



	9.
	Confidentiality and Accuracy of Medicare+Choice Member Records:  For any medical
records or other health and enrollment information maintained with respect to Medicare+Choice Members, Pharmacy, and each entity and/or individual with which PHARMACY contracts (provided that such
entity and/or individual is retained by PHARMACY to provide services or other activities in conformity with this Agreement), agree that each has established procedures to: 
	(i)
	Safeguard
the privacy of any information that identifies a particular Medicare+Choice Member. Information from, or copies of, records may be
released only to authorized individuals, and each ensures that unauthorized individuals cannot gain access to or alter such records. Original medical records must be released only in accordance with
Federal or State laws, court orders, or subpoenas;



	(ii)
	Maintain
all such records and information in an accurate and timely manner;



	(iii)
	Allow
timely access by Medicare+Choice Members to the records and information that pertain to them; and 





E–6





 



	(iv)
	Abide
by all Federal and State laws regarding confidentiality and disclosure for mental health records, medical records, other health information,
and Medicare+Choice Member information. 



	10.
	Access:



PHARMACY
agrees that: 


	(i)
	The
Secretary of the Department of Health and Human Services ("HHS"), the Comptroller General, HOI, or their designees have the right to inspect,
evaluate, and audit any pertinent contracts, books, documents, papers and records of PHARMACY and/or those entities or individuals with which PHARMACY contracts involving transactions relating to the
Medicare+Choice contract between CMS and HOI; and



	(ii)
	HHS's,
the Comptroller General's, HOI', or their designees' right to inspect, evaluate, and audit any pertinent information for any particular
contract period will exist through six (6) years from the final date of the applicable CMS/HEALTH OPTIONS contract period or from the date of completion of any audit, whichever is later. 



PHARMACY
specifically agrees that it will require each entity and/or individual with which PHARMACY contracts (provided that such entity and/or individual is retained by PHARMACY to provide services
or other activities in conformity with this Agreement) to also specifically agree that such entity or individual is also under this duty to so provide access. 



	11.
	Federal Funds:  HOI, since it is receiving Federal payments under its contract with
CMS, together with others paid by organizations such as HEALTH OPTIONS to fulfill obligations under such a contract, are subject to certain laws that are applicable to individuals and entities
receiving Federal funds. HEALTH OPTIONS is under a duty to inform such payees, and HEALTH OPTIONS hereby informs PHARMACY as such a payee, that payments received from HEALTH OPTIONS are, in whole or
in part, from Federal funds. PHARMACY specifically agrees that it will inform, in writing, those entities and/or individuals with which PHARMACY contracts who receive payment as a consequence of this
Agreement that such payment is, in whole or part, also from Federal funds.



	12.
	Non-Discrimination:  In carrying out obligations under this Medicare+Choice Amendment,
PHARMACY shall not discriminate against any Medicare+Choice Member on a basis of race, color, religion, sex, national origin, age, health status, participation in any government program (including
Medicare), source of payment, membership in a health maintenance organization, marital status or physical or mental handicap, nor shall PHARMACY knowingly contract with any person or entity which
discriminates against any Medicare+Choice Member on any such basis. PHARMACY specifically agrees that it will require each entity and/or individual with which PHARMACY contracts (provided that such
entity and/or individual is retained by PHARMACY to provide services or other activities in conformity with this Agreement) to also specifically agree that such entity or individual is also under this
duty to not so discriminate.



	13.
	Advance Directives:  In compliance with the Patient Self-determination Act, as
amended, to the extent applicable, and other applicable laws, PHARMACY shall, in a prominent place in all applicable Medicare+Choice Member patient records, document the existence of an advance
directive. PHARMACY specifically agrees that it will require each entity and/or individual with which PHARMACY contracts (provided that such entity and/or individual is retained by PHARMACY to provide
services or other activities in conformity with this Agreement) to also specifically agree that such entity or individual is also under this duty to so document the existence of an advanced directive.



	14.
	Professional Standards:  Pharmacy, and each entity and/or individual with which
PHARMACY contracts (provided that such entity and/or individual is retained by PHARMACY to provide 


E–7





 

services
or other activities in conformity with this Agreement), agree to provide Covered Services to Medicare+Choice Members in a manner consistent with professionally recognized standards of health
care. 



	15.
	Information Disclosure:  It is acknowledged that either party, together with related
entities, contractors, or subcontractors of either party, at the times and in the manner that CMS requires (while safeguarding the confidentiality of the doctor-patient relationship), may be under a
duty to develop procedures to compile, evaluate, and report to CMS, to Medicare+Choice Members, and to the general public statistics and certain other information. Each party, related entity,
contractor, or subcontractor is hereby specifically authorized to disclose such information.



	16.
	Termination of Medicare Participation:
	(a)
	HEALTH OPTIONS:  In the event the Medicare+Choice contract between HEALTH OPTIONS and
CMS is terminated or not renewed, this Medicare+Choice Amendment shall be deemed to also terminate upon such date of termination or non-renewal unless CMS and HEALTH OPTIONS agree otherwise. HEALTH
OPTIONS will furnish PHARMACY with notice of any such termination and the date any such termination becomes effective within ten (10) days after HEALTH OPTIONS is notified by, or notifies, CMS
of such termination or non-renewal;



	(b)
	PHARMACY:  Should PHARMACY and/or an entity or individual retained by PHARMACY to
provide services or other activities in conformity with this Agreement not comply with any material, applicable Medicare law, regulation, CMS or HEALTH OPTIONS instruction, HEALTH OPTIONS may furnish
PHARMACY with notice of such non-compliance and may elect to also terminate this Medicare+Choice Amendment upon such notice. HEALTH OPTIONS will furnish PHARMACY with notice of any such termination
and the date any such termination becomes effective. 





	17.
	Continuation of Benefits:  Upon the written request of HOI, PHARMACY shall continue,
and shall cause each entity or individual with which PHARMACY contracts ( provided that such entity or individual is retained by PHARMACY to provide services or other activities in conformity with
this Agreement) to continue, to provide services or other activities in conformity with this Agreement to Members of HEALTH OPTIONS who began a course of treatment prior to such termination, subject
to all of the terms and provisions of this Agreement, until such course of treatment has been completed or arrangements satisfactory to HEALTH OPTIONS and such Member have been made to have such
treatment provided by another appropriate provider; however, such continued treatment shall not be required hereby to exceed ninety (90) days unless the applicable Member is then hospitalized and, in
that event, such course of treatment shall continue until the applicable Member is discharged or until HEALTH OPTIONS and the Member have arranged medically appropriate alternative care, whichever is
earlier. Payment for services provided pursuant to the forgoing provisions of this section shall be made in accordance with the Fee Schedule of HEALTH OPTIONS in effect on the date that such services
were provided or the Medicare Allowable Amount, whichever is lower.



	18.
	Governing Law:  In the event that any provision of this Medicare+Choice Amendment
conflicts with the provisions of any statute or regulation applicable to HOI, Pharmacy, or an entity and/or individual with which PHARMACY contracts (provided that such entity or individual is
retained by PHARMACY to provide services or other activities in conformity with this Agreement), the provisions of the statute or regulation shall have full force and effect. Each such party agrees to
comply, and PHARMACY agrees that it will require each of those entities or individuals it retains to so comply, with all Medicare laws, regulations, CMS instructions, and other Federal and State
statutes to the extent applicable. 


E–8





 
	19.
	Member List:  To assist HEALTH OPTIONS in fulfilling its duty to make a good faith
effort to provide written notice of the termination of a contracted provider within fifteen (15) working days to all Medicare+Choice Members who are patients seen on a regular basis by a provider
whose contract is terminating for any reason, PHARMACY agrees that it will also undertake a good faith effort to provide a list of such Medicare+ Choice Members to HEALTH OPTIONS within this fifteen
(15) day time-frame specific to PHARMACY and/or any such provider retained by PHARMACY to provide services or other activities in conformity with this Agreement. PHARMACY specifically agrees that it
will require each such provider to also so provide such a Medicare+Choice Member listing to either PHARMACY or HEALTH OPTIONS within this fifteen (15) day time-frame.



	20.
	Availability:  PHARMACY shall arrange for the provision of or make available to, and
shall cause each entity and/or individual with which PHARMACY contracts (provided that such entity and/or individual is retained by PHARMACY to provide services or other activities in conformity with
this Agreement), to arrange for the provision of or make available to, Medicare+Choice Members all services or other activities that is to be provided in conformity with this Medicare+Choice
Amendment, and that are Covered Services, on a twenty-four (24) hour basis. If office hours are maintained, each will arrange telephone coverage after regular office hours and will assure that any
Medicare+Choice Member who request receipt of such services at any hour obtains appropriate instructions as to how and where to obtain such services from others to assure that the life or safety of
any Medicare+Choice Member will not be jeopardized.



	21.
	Medicare+Choice Amendment Interpretation:  It is acknowledged that this
Medicare+Choice Amendment shall only apply when "Covered Services" as defined in this Amendment are provided to a "Medicare+Choice Member" as defined in this Amendment on or after January 1,
2000. Medicare+Choice Member as so defined (since this definition only applies to those individuals eligible for benefits from HEALTH OPTIONS under a Medicare+Choice Plan) creates a special membership
classification. To the extent of any inconsistency between the terms of this Medicare+Choice Amendment and the terms of the Agreement, the terms of this Medicare+Choice Amendment control, but only to
the extent of any such inconsistency. It is further specifically agreed that HEALTH OPTIONS may terminate this Amendment without terminating the underlying Agreement by providing notice in conformity
with the termination provisions of the Agreement, provided that any such notice must specifically acknowledge that it only applies to Medicare+Choice Members. 





In
all other respects, the terms and provisions of the Agreement shall remain the same. 



E–9






  



 
 

ATTACHMENT 1 to MEDICARE+CHOICE AMENDMENT    
  


 
 

DEFINITIONS    
  


    For the purpose of this Amendment (including but not limited to modifications to definitions utilized in the underlying Agreement specific to this Amendment),
the term: 


	1.
	CMS means the Centers for Medicare and Medicaid Services, formerly known as the Health
Care Financing Administration, a Federal agency.



	2.
	Covered Services means the benefits covered under the applicable Medicare+Choice Plan,
as described and set forth in the applicable Evidence of Coverage, including any endorsements and riders thereto, provided that the Medicare+Choice Member is entitled to receive such benefits.



	3.
	Emergency Medical Condition means a medical condition manifesting itself by acute
symptoms of sufficient severity (including severe pain) such that a prudent layperson, with an average knowledge of health and medicine, could reasonably expect the absence of immediate medical
attention to resolve in— 
	(i)
	Serious
jeopardy to the health of the individual or, in the case of a pregnant woman, the health of the woman or her unborn child;



	(ii)
	Serious
impairment to bodily functions; or



	(iii)
	Serious
dysfunction of any bodily organ or part. 





	4.
	Emergency Services means Covered Services which are either inpatient or outpatient
services that are— 
	(i)
	Furnished
by a provider qualified to furnish emergency services; and



	(ii)
	Needed
to evaluate or stabilize an Emergency Medical Condition 





	5.
	Evidence of Coverage means one or more of the documents provided to a Medicare+Choice
Member which sets forth a description or summary of certain provisions of the applicable Medicare+Choice Plan.



	6.
	Medicare+Choice Plan means one of the various health care benefit packages offered to
enrolled Medicare+Choice Members by HEALTH OPTIONS under which the Medicare+Choice Members have a financial incentive to use Participating Providers.



	7.
	Medicare+Choice Member means an individual eligible for benefits from HEALTH OPTIONS
under a Medicare+Choice Plan.



	8.
	Participating Provider means a health professional or entity that has entered into an
agreement with HEALTH OPTIONS to be a Medicare+Choice Plan provider network participant within the applicable service area, or as otherwise approved by HEALTH OPTIONS to provide Covered Services to
Medicare+Choice Members.



	9.
	Urgently Needed Services means Covered Services provided when a Medicare+Choice Member
is temporarily absent from the applicable service (or, if applicable, continuation) area (or, under unusual and extraordinary circumstances, provided when the Medicare+Choice Member is in such service
or continuation area but HEALTH OPTIONS provider network is temporarily unavailable or inaccessible) when such services are medically necessary and immediately required— 
	(i)
	As
a result of an unforeseen illness, injury, or condition; and



	(ii)
	It
was not reasonable given the circumstances to obtain the services through the HEALTH OPTIONS Participating Provider network. 





E–10





 





A
CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24b-2 UNDER THE SECURITIES ACT OF 1934, AS AMENDED, FOR CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN FIELD WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN SOUGHT HS BEEN DELETED FROM THIS EXHIBIT AND THE DELETED TEXT REPLACED BY AN ASTERISK (*). 


HEALTH OPTIONS, INC.  


 INJECTABLE DRUGS AGREEMENT  


 
 

EXHIBIT "E"    
    
    DELEGATED ACTIVITIES    
  



    In conformity with §20.1 of the Agreement between the parties this EXHIBIT "E" DELEGATED ACTIVITIES, effective from and after  September 4, 2001, amends
said Agreement as follows: 


*



E–11





 


    IN WITNESS WHEREOF, the parties agree to the foregoing provisions by placing their duly authorized signatures below. 



	PHARMACY	 	 
	

 Signature	
 	

 
	

 Name (Printed or Typed)	
 	

 
	

 Title	
 	

 
	

 Date Signed	
 	

 
	
HEALTH OPTIONS	
 	

 
	

 Signature	
 	

 
	

 Name (Printed or Typed)	
 	

 
	

 Title	
 	

 
	

 Date Signed	
 	

 



E–12












  




A
CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24b-2 UNDER THE SECURITIES ACT OF 1934, AS AMENDED, FOR CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN FIELD WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN SOUGHT HS BEEN DELETED FROM THIS EXHIBIT AND THE DELETED TEXT REPLACED BY AN ASTERISK (*). 


 
 

HEALTH OPTIONS, INC.    
    
    INJECTABLE DRUGS AGREEMENT    
  


 
 

ATTACHMENT 1 TO EXHIBIT "E"    
    
    DELEGATED UTILIZATION MANAGEMENT FUNCTIONS    
  



    The parties agree that certain utilization management activities are hereby delegated by HEALTH OPTIONS to PHARMACY as may be more specifically set forth and
described on the attached Utilization Management Delegation Assessment Matrix. It is specifically agreed that: 


*



E–13





 


A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24b-2 UNDER THE SECURITIES ACT OF 1934, AS AMENDED, FOR CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN FIELD WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE
INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN SOUGHT HS BEEN DELETED FROM THIS EXHIBIT AND THE DELETED TEXT REPLACED BY AN ASTERISK (*). 


HEALTH OPTIONS, INC.  


 INJECTABLE DRUGS AGREEMENT  


 
 

ATTACHMENT 2 TO EXHIBIT "E"    
    
    DELEGATED UTILIZATION MANAGEMENT FUNCTIONS    
  


    OptionMed, Inc. UTILIZATION MANAGEMENT DELEGATED ASSESSMENT MATRIX * 


E–14









QuickLinks


HEALTH OPTIONS, INC. INJECTABLE DRUGS AGREEMENT


EXHIBIT "A" FEE FOR SERVICE PROGRAM DESCRIPTION

EXHIBIT "B" COMPENSATION


EXHIBIT "C" PERFORMANCE STANDARDS


EXHIBIT "D"


1 MEDICARE+CHOICE AMENDMENT



ATTACHMENT 1 to MEDICARE+CHOICE AMENDMENT

DEFINITIONS

EXHIBIT "E" DELEGATED ACTIVITIES



HEALTH OPTIONS, INC. INJECTABLE DRUGS AGREEMENT

ATTACHMENT 1 TO EXHIBIT "E" DELEGATED UTILIZATION MANAGEMENT FUNCTIONS

ATTACHMENT 2 TO EXHIBIT "E" DELEGATED UTILIZATION MANAGEMENT FUNCTIONS