Pharmacy Services Agreement dated as of July 1, 2006



 Exhibit 10.5 
  

	[*]	CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


 PHARMACY SERVICES AGREEMENT 
 This Pharmacy Services Agreement (“Agreement”) is made as of July 1, 2006 (the “Effective Date”), between PHARMERICA, INC., a Delaware corporation (“PharMerica”), and CERES
STRATEGIES, INC., a Delaware corporation (“Ceres”). PharMerica and Ceres are sometimes referred to hereafter, together, as the “Parties” and, individually, as a “Party.” 
 RECITALS 
 A. PharMerica,
itself or through certain Affiliates, owns and operates institutional pharmacies that provide pharmaceutical products and related services to skilled nursing and other long term care facilities. 
 B. Ceres provides procurement services to or for the benefit of the entities identified on Schedule A-1 (each a “Company” or
collectively, the “Companies”), each of which Controls, leases, operates or manages (or otherwise provides services to) skilled nursing and other long term care facilities. Ceres and the Companies are sometimes referred to herein
collectively as the “Ceres Parties” or individually as a “Ceres Party”. 
 C. PharMerica, Beverly Enterprises,
Inc. (“Beverly”), and certain of the Companies are parties to a Preferred Provider Agreement for Pharmaceutical and Related Services dated December 3, 1997, which has been amended several times (as amended, the “PPA”).

 D. In connection with, and pursuant to, the PPA, certain Companies and their Affiliates entered into separate agreements with
PharMerica pursuant to which PharMerica agreed to provide pharmaceutical products and related services to the Facilities (each, a “Facility Agreement” and, collectively, the “Facility Agreements”). 
 E. PharMerica and Ceres desire to enter into this Agreement to continue the provision of pharmaceutical products and services to the Facilities
and terminate the PPA and the Facility Agreements in their entirety. 
 NOW, THEREFORE, the Parties agree as follows: 
 AGREEMENT 
 1. Recitals.
The above Recitals are incorporated herein by this reference and shall be deemed an essential part of this Agreement. 
 2.
Definitions. For purposes of this Agreement, including, without limitation, the Recitals, the capitalized terms identified on Schedule B hereto shall have the meanings set forth therein. 







 3. Termination of PPA and Facility Agreements. 
 a. Effective as of the Effective Date, this Agreement shall (i) govern in all respects the provision of pharmaceutical products and related services
to any Company or any Facility by any of the PharMerica Entities, and (ii) replace and supersede all prior written and oral agreements or statements between any of the PharMerica Entities, on the one hand, and any of the Companies, on the other
hand, related to the provision of pharmaceutical products and related services by any PharMerica Entity to the Companies or the Facilities, including without limitation, the PPA and the Facility Agreements. 
 b. In connection with the termination of the PPA and the Facility Agreements and the execution of this Agreement by the Parties, and in payment in full
of a discount earned on the Products supplied by PharMerica to the Facilities from January 1, 2006 through the Effective Date, PharMerica shall pay to Ceres, within five (5) business days following receipt by PharMerica, pursuant to
Section 6(d), of executed Acknowledgment and Joinder Agreements by each of the Companies, * . 
 4. Term; Complete Termination;
Partial Withdrawal; Transition. 
 a. Term. Unless this Agreement is terminated sooner as provided in this Agreement, the
initial term of this Agreement shall be from the Effective Date through March 31, 2009 (“Initial Term”), subject to the following provisions of this Section 4. 
 b. Complete Termination. At the end of the Initial Term and any Term Extension (as defined in this Section 4(b) below), the term of this
Agreement automatically shall be extended for an additional period of one year (a “Term Extension”) with respect to the Companies and each Facility that is then subject to this Agreement, unless Ceres or PharMerica gives notice to the
other (a “Termination Notice”), at least ninety (90) days prior to the last day of the Initial Term or the Term Extension, as the case may be, that this Agreement shall not be further extended. A Termination Notice by Ceres shall not
be deemed effective until the Termination Notice specifies a date for each of the Facilities (each, a “Termination Date”), on which the PharMerica Entities are to cease providing Products and Services to that Facility. The Termination Date
as to any Facility shall be a date after the last day of the Initial Term or the Term Extension, as the case may be, and on or before February 28 (February 29, in the case of a leap year) of the calendar year that immediately follows the last
day of the Initial Term or the Term Extension, as the case may be. In the event that Ceres gives PharMerica a Termination Notice under this Section 4(b), Ceres shall designate no fewer than two of its representatives who will work with
PharMerica to develop a transition plan to a new institutional pharmacy provider for each Facility. In the event that PharMerica gives Ceres a Termination Notice under this Section 4(b), PharMerica shall designate no fewer than two of its
representatives who will work with Ceres to develop a transition plan to a new institutional pharmacy provider for each Facility, including a Termination Date for each Facility that is after the last day of the Initial Term or the Term Extension, as
the case may be, and on or before February 28 (February 29, in the case of a leap year) of the calendar year that immediately follows the last day of the Initial Term or the Term Extension, as the case may be. 


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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 c. Partial Withdrawal. In lieu of terminating this Agreement, Ceres may elect to give notice to
PharMerica (a “Withdrawal Notice”), at least ninety (90) days prior to the last day of the Initial Term or any Term Extension, as the case may be, that certain Facilities and the corresponding Facility Operators specified in the
Withdrawal Notice will Withdraw from this Agreement. A Withdrawal Notice shall not be deemed effective until the Withdrawal Notice (i) encompasses no fewer than five (5) Facilities (the “Withdrawing Facilities”) (unless at the
time such Withdrawal Notice is given fewer than five (5) Facilities are covered by this Agreement, in which case the Withdrawal Notice shall cover all of the remaining Facilities), (ii) specifies a date for each of the Withdrawing
Facilities (each, a “Withdrawal Date”) on which the PharMerica Entities are to cease providing Products and Services to that Withdrawing Facility (the Withdrawal Date as to any Facility shall be a date after the last day of the Initial
Term or the Term Extension, as the case may be, and on or before February 28 (February 29, in the case of a leap year) of the calendar year that immediately follows the last day of the Initial Term or the Term Extension, as the case may be),
and (iii) designates at least one Ceres representative who will work with PharMerica to develop a transition plan to a new institutional pharmacy provider for the Withdrawing Facilities beginning on the day following the Withdrawal Date.

 d. Transition upon Termination or Partial Withdrawal. Upon receipt of a Termination Notice or Withdrawal Notice, PharMerica or
Ceres, as applicable, shall (i) designate the same number of representatives designated in the Termination Notice or Withdrawal Notice who will work with the Ceres or PharMerica representatives designated in the Termination Notice or Withdrawal
Notice to develop a transition plan to a new institutional pharmacy provider for each of the Facilities or Withdrawing Facilities, as the case may be, beginning on the day following the Termination Date or Withdrawal Date for each such Facility, and
(ii) cooperate in all reasonable respects to assure that the transition of the Facilities or Withdrawing Facilities, as the case may be, to a new alternative pharmacy provider is undertaken in an orderly manner that maximizes patient safety and
care. Notwithstanding any contrary provision of this Agreement, in the period between the date of, as applicable, the Termination Notice and the last Termination Date or the Withdrawal Notice and the last Withdrawal Date, this Agreement shall be
binding on the Parties and shall govern their relationship with respect to each Facility (until the respective Termination Date or Withdrawal Date of such Facility). 
 5. PharMerica’s Obligations. 
 a. Products and Services. During the term of this
Agreement, PharMerica shall provide, directly or through another PharMerica Entity, Products and Services to the Facilities in a good and professional manner in accordance with the terms and conditions of this Agreement. 
 b. Pricing; MFN. Subject to the following provisions of this Section 5(b), pricing for Products and Services provided to the Facilities shall
be as set forth in Schedule C attached hereto: 
 (i) If PharMerica provides Blended AWP Pricing for prescriptions (excluding IVs) for Brand
Products (alone) less than the then Ceres Price under any PharMerica Chain Customer Contract (an “Adjustment Event”), PharMerica shall adjust the Ceres Price, effective as of the date (“Adjustment Date”) on which such lower
pricing was first provided 

  

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under the PharMerica Chain Customer Contract, to match such lower pricing under the PharMerica Chain Customer Contract and the reduced Ceres Price shall be
in effect from and after the Adjustment Date, unless and until such reduced Ceres Price is further reduced pursuant to this Section 5(b). 
 (ii) Promptly following each Adjustment Event, PharMerica shall provide a notice to Ceres containing the following information: (A) the applicable Adjustment Date, and (B) the new, reduced Ceres Price arising on account of the
Adjustment Event. 
 (iii) No later than forty-five (45) days after the end of each calendar quarter during the term of this Agreement,
PharMerica shall provide Ceres with a written certification, executed by PharMerica’s president or chief financial officer, attesting to PharMerica’s compliance with the foregoing provisions of this Section 5(b) during the preceding
quarter. 
 c. Service Levels. In providing Products and Services to the Facilities, PharMerica shall, and shall cause each of the
other Pharmacy Operators to (i) abide at each Pharmacy by industry standards and practices applicable to other national institutional pharmacies serving LTC Facilities, and (ii) adhere to the Service Level Agreements; provided, however, if
the applicable Ceres Party fails to satisfy an obligation set forth in this Agreement or as required by law and such failure is the primary cause of the failure by PharMerica or another Pharmacy Operator to comply with one or more Service Level
Agreements, PharMerica shall not be responsible for the monetary penalty which otherwise would be payable, as provided on Schedule H, for such failure. Any monetary penalty payable by PharMerica to Ceres, as provided on Schedule H, because of
PharMerica’s failure to comply with a Service Level Agreement, shall be credited on an invoice pursuant to Section 11(a)(ii). 
 d.
Customer Satisfaction Survey. No less frequently than once per calendar year, commencing after January 1, 2007, PharMerica shall (i) complete a Customer Satisfaction Survey, and (ii) provide Ceres with a detailed written report
summarizing the findings and conclusions of such Customer Satisfaction Survey. Upon request by Ceres made reasonably following Ceres’ receipt of a Customer Satisfaction Survey, PharMerica shall provide Ceres with copies of the completed
customer surveys compiled in the preparation of such Customer Satisfaction Survey. 
 e. Legal Compliance. In providing Products and
Services to the Facilities, PharMerica shall, and shall cause each of the other Pharmacy Operators to, comply timely with all applicable federal, state and local laws, rules and regulations now in effect or enacted during the term of this Agreement.

 f. Designation of PharMerica Account Representative. PharMerica shall, following consultation with Ceres, designate a PharMerica
employee with the knowledge, training and authority to resolve, or cause to be resolved, customary pharmaceutical supply issues including, without limitation, issues relating to invoicing, shipping, payment, formulary management, product analysis,
substitutions, and information technology, who will act as the national account customer service representative for the Facilities during the term of this Agreement and assist Ceres and the Facility Operators in addressing questions that may arise
from time-to-time (“PharMerica Representative”), subject to the following: 
 (i) The PharMerica Representative, acting
individually or through another PharMerica representative designated in advance to Ceres, shall be reasonably accessible to the Ceres Parties at all times; 
  

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 (ii) The PharMerica Representative shall meet no less frequently than quarterly with the Ceres
Representative (as such term is defined in Section 6(f)), at a time and place mutually agreed to by the PharMerica Representative and the Ceres Representative, to conduct a quarterly business review of the Parties’ performance under this
Agreement, which at a minimum, shall address in reasonable detail the following areas: spend analysis, contract management, customer service, PharMerica’s compliance with the requirements of Section 9(d), the status of each claim contained
on the most recently-supplied Potential Claims Report, the savings being realized by the Ceres Parties under the “split billing” provisions of Section 11(b), technology implementation, innovation and any unresolved issues that arose
in prior periods regarding the Parties’ respective obligations under this Agreement, including the date such issue was identified, the actions being taken to resolve the issue (with status updates) or how the issue was resolved, and the date
the issue was resolved; 
 (iii) If any PharMerica Representative becomes unable to serve in that capacity for any reason, PharMerica
promptly shall designate a replacement PharMerica Representative following consultation with Ceres; and 
 (iv) Ceres, in its reasonable
discretion, shall have the right to request a replacement PharMerica Representative twice per year, and, upon receipt of such a request, PharMerica shall promptly, but not more than thirty (30) days following delivery of the request, designate
a replacement PharMerica Representative following consultation with Ceres. 
 g. Designation of Pharmacy Representatives. During the
term of this Agreement, PharMerica shall, and shall cause the other Pharmacy Operators to, designate one or more employees at each Pharmacy with the knowledge, training and authority to resolve customary pharmacy issues, and to serve as the
representative of the Pharmacy (in coordination with the applicable Facility Operator receiving Products and Services from such Pharmacy), at least one of whom shall be a duly licensed pharmacist (“Pharmacy Representatives”). The Pharmacy
Representative will be reasonably accessible to the Ceres Parties during customary business hours. 
 h. Participation in Pharmacy
Plans. Notwithstanding any contrary provision of this Agreement, no Pharmacy Operator shall be required to become a participating pharmacy provider in any Plan, and PharMerica shall be free to terminate its participation, or the participation of
any other Pharmacy Operator, in any Plan at any time and for any reason, subject to the following: 
 (i) Attached as Schedule D is a list
(“Accepted PDP List”) of each of the Accepted PDPs as of the Effective Date. 
  

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 (ii) PharMerica shall give notice (“Plan Notice”) to Ceres at the earliest opportunity but in
any event no earlier than seventy-five (75) days prior, and no later than thirty (30) days prior, to the occurrence of any of the following: (A) PharMerica or a Pharmacy Operator becomes a participating provider in a PDP not included
on the Accepted PDP List (and, upon giving such Plan Notice, the Accepted PDP List shall be deemed to have been updated to include each additional PDP designated on such Plan Notice), (B) PharMerica or a Pharmacy Operator terminates its
participation in an Accepted PDP (and, upon giving such Plan Notice, the Accepted PDP List shall be deemed to have been updated to exclude each PDP designated on such Plan Notice), or (C) an Accepted PDP terminates PharMerica’s or a
Pharmacy Operator’s participation in such PDP (and, upon giving such Plan Notice, the Accepted PDP List shall be deemed to have been updated to exclude each PDP designated on such Plan Notice). 
 (iii) If PharMerica’s participation in an Accepted PDP is terminated for any reason other than an Accepted PDP’s voluntary or involuntary
withdrawal from Medicare Part D, from and after the effective date of such termination, PharMerica shall continue to provide, at its sole cost and expense with no charge to any Ceres Party, Products and Services for any Covered Resident who receives
pharmaceutical benefits under such Accepted PDP until the earliest to occur of the following: (A) the Covered Resident enrolls in a new Accepted PDP, (B) a new pharmacy provider provides Products and Services for such Covered Resident
pursuant to the terms of the former Accepted PDP, or (C) the expiration of seventy-five (75) days following the date on which PharMerica gives the applicable Plan Notice. 
 (iv) Upon PharMerica’s giving of a Plan Notice to Ceres regarding the termination of PharMerica’s participation in an Accepted PDP, PharMerica
and Ceres shall work together in good faith to identify with specificity the residents of any Facility who will be impacted by such termination. 
 (v) If a Pharmacy Operator no longer participates in one or more Accepted PDPs that, at the time of such termination of participation, provide pharmaceutical benefits to the greater of twenty-five (25) residents or twenty-five percent
(25%) of the total residents of any one Facility on the date of such termination of participation, such Facility may Withdraw by Ceres giving notice to PharMerica, no later than ten (10) days following receipt of the applicable Plan
Notice, of the date on which such Facility will Withdraw, which date shall not be less than fifteen (15) days from the date of such Ceres notice. 
 6. Ceres Parties’ Obligations. 
 a. Exclusivity. During the term of this Agreement,
subject only to applicable legal requirements related to patient choice, Ceres shall order and purchase exclusively from PharMerica, and shall cause each Facility Operator to order and purchase exclusively from PharMerica, all Products and Services
(except House Stock, vaccines, and non-prescription wound care supplies) required by the Facilities and their residents for whom Ceres or such Facility Operator may be responsible for their pharmacy charges, it being understood hereby that the
exclusivity requirement shall not apply to (i) residents of Facilities whose pharmacy benefits are provided by Plans that are not Accepted Plans, (ii) an Excluded Facility and its residents, (iii) a Withdrawn Facility and its
residents, (iv) the patients of any entity owned or operated by a 

  

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Company for which a substantial amount of the services such Company provides are hospice care, homecare therapy services or other services that are not
skilled nursing services in a LTC Facility, (v) a New Facility and its residents (unless such New Facility is added to this Agreement pursuant to Section 6(e) below), (vi) a Newly-Constructed Facility, or (vii) a Covered
Resident, from and after the date of termination of PharMerica’s participation in an Accepted PDP, under the circumstances described in Section 5(h)(iii), other than an Accepted PDP’s voluntary or involuntary withdrawal from Medicare
Part D, until and unless such Covered Resident enrolls in a new Accepted PDP. Notwithstanding any provision in this Agreement to the contrary, no Facility or Company shall be required to discharge a resident in order to comply with this
Section 6(a), nor shall it be in breach of this Agreement for not discharging a resident in order to comply with this Section 6(a). 
 b. Facility-Level Requirements. In support of the provision of Products and Services by the Pharmacy Operators to the Facilities and their residents, the Ceres Parties, jointly but not severally, shall cause the Facility Operator of
each Facility to: 
 (i) Designate the Executive Director, Director of Nursing, or employee of similar level and responsibility
(“Facility Representatives”) to coordinate with the Pharmacy Operator the provision of Products and Services; 
 (ii) Grant the
Pharmacy Operator providing Products and Services for such Facility access to such Facility’s medical records as is reasonably required for treatment of the residents of such Facility; 
 (iii) Obtain any necessary consents or authorizations for any resident-specific Products or Services provided by a Pharmacy Operator from the applicable
resident of such Facility or such resident’s legally responsible representative; 
 (iv) Grant the Pharmacy Operator providing Products
and Services for such Facility reasonable access to such Facility; 
 (v) Store and handle all Products provided by the applicable Pharmacy
Operator in accordance with applicable laws and written instructions provided by the Pharmacy Operator pursuant to Section 8(a)(i) below; 
 (vi) Provide the Pharmacy Operator providing Products and Services for such Facility with complete resident billing information promptly following admission of a resident to such Facility, and use commercially reasonable efforts to provide,
within 24 hours, any change in payor status of a resident of such Facility, including, without limitation, admission data, source of payment and information required for filing of claims with any Plan of which the resident is a beneficiary or
member; and 
 (vii) Cooperate fully with PharMerica in handling Plan requirements, including prior authorizations, and reverse denials
issued by Plans when clinically appropriate. 
 c. Legal Compliance. In carrying out its responsibilities hereunder, Ceres shall, and
shall cause each of the other Ceres Parties to, comply timely with all applicable federal, state and local laws, rules and regulations now in effect or enacted during the term of this Agreement. 
  

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 d. Company Adherence. The Ceres Parties, jointly and severally, shall cause each Company as of the
Effective Date to execute and deliver to PharMerica an Acknowledgment and Joinder Agreement no later than thirty (30) days following the Effective Date. 
 e. Newly-Acquired Facilities. If a New Facility Operator, in connection with a New Facility Acquisition or Prior Operator Acquisition, elects to add a New Facility to this Agreement, the following provisions
shall apply: 
 (i) Ceres shall give prompt notice to PharMerica of any contemplated New Facility Acquisition or Prior Operator Acquisition
(the “Facility Acquisition Notice”), and in no event shall the Facility Acquisition Notice be given later than 45 days prior to the anticipated Acquisition Date. Each Facility Acquisition Notice shall provide (subject to any
confidentiality obligations that prohibit the provision of some or all of the information that would be addressed in a Facility Acquisition Notice): (A) the name and address of each LTC Facility that is the subject of, or encompassed within,
the contemplated Prior Operator Acquisition or New Facility Acquisition; (B) the name and address of the Prior Operator of each such LTC Facility; (C) the number of SNF Beds that are encompassed by the contemplated New Facility Acquisition
or Prior Operator Acquisition; (D) the anticipated Acquisition Date; (E) the type of transaction giving rise to the Prior Operator Acquisition or New Facility Acquisition (e.g., stock or asset purchase, lease or management
agreement); and (F) if applicable, a description of any applicable Pre-Existing Contract (which, in such case, shall be attached to the Facility Acquisition Notice). 
 (ii) On or before the fifth day following the date on which a Facility Acquisition Notice is given to PharMerica, PharMerica shall notify Ceres in
writing as to whether PharMerica accepts the New Facility (subject only to the New Facility Operator’s execution of an Acknowledgment and Joinder Agreement as provided in Section 6(e)(iv) below), or does not accept the New Facility, in
which case such New Facility shall be an Excluded Facility for all purposes under this Agreement. 
 (iii) After the Facility Acquisition
Notice is given to PharMerica and if PharMerica accepts the New Facility pursuant to Section 6(e)(ii), Ceres shall update PharMerica from time-to-time through the Acquisition Date as necessary to keep PharMerica reasonably informed regarding
the contemplated Prior Operator Acquisition or New Facility Acquisition and any changes to the anticipated Acquisition Date. 
 (iv) If
PharMerica accepts the New Facility pursuant to Section 6(e)(ii), effective as of the Acquisition Date, each New Facility shall be deemed and considered a Facility for all purposes of this Agreement, and the Ceres Parties, jointly and
severally, shall cause any New Facility Operator for such New Facility to execute and deliver to PharMerica an Acknowledgment and Joinder Agreement within forty-five (45) days following the Acquisition Date with respect to each such New
Facility. 
  

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 f. Designation of Ceres Representative. Ceres shall, following consultation with PharMerica,
designate a Ceres representative with the knowledge, training and authority to resolve, or caused to be resolved, customary pharmaceutical supply issues, including, without limitation, issues relating to invoicing, shipping, payment, formulary
management, product analysis, substitutions, and information technology, who will act as the national representative for the Ceres Parties during the term of this Agreement and assist PharMerica and the other Pharmacy Operators in addressing
questions that may arise from time-to-time (“Ceres Representative”), subject to the following: 
 (i) The Ceres Representative,
acting individually or through another Ceres representative designated in advance to PharMerica, shall be reasonably accessible to PharMerica at all times; 
 (ii) The Ceres Representative shall meet no less frequently than quarterly with the PharMerica Representative, at a time and place mutually selected by the PharMerica Representative and the Ceres Representative, to
conduct a quarterly business review regarding the Parties’ performance under this Agreement, which at a minimum, shall address in reasonable detail the following areas: spend analysis, contract management, customer service, PharMerica’s
compliance with the requirements of Section 9(d), the status of each claim contained on the most recently-supplied Potential Claims Report, the savings being realized by the Ceres Parties under the “split billing” provisions of
Section 11(b), technology implementation, innovation and any unresolved issues that arose in prior periods regarding the Parties’ respective obligations under this Agreement, including the date such issue was identified, the actions being
taken to resolve the issue (with status updates) or how the issue was resolved, and the date the issue was resolved; and 
 (iii) If any
Ceres Representative becomes unable to serve in that capacity for any reason, Ceres promptly shall designate a replacement Ceres Representative following consultation with PharMerica. 
 g. Performance or Breach of Covenants and Agreements. Wherever, in this Agreement, any covenant or agreement is made by one of more of the Ceres
Parties or Facility Operators, any action is required to be taken by one or more of the Ceres Parties or Facility Operators, or Ceres is required or permitted to cause another Ceres Party or a Facility Operator to perform a covenant or agreement,
the Ceres Parties, jointly and severally, shall perform, cause to be performed or be responsible for all of such covenants and agreements, except in any instance in which this Agreement expressly provides for joint (rather than joint and several)
responsibility or liability, in which instance, the Ceres Parties shall be jointly responsible and liable for the performance of the applicable covenant or agreement. In the event that any of such covenants or agreements is breached, such covenant
or agreement shall be deemed to have been breached by the Ceres Parties jointly and severally whether or not such covenant or agreement is expressly stated as being the joint and several obligation or liability of all of the Ceres Parties. Subject
to Section 21(a)(vii), in the event that any Ceres Party conveys, transfers or assigns to an Affiliate a Facility or the right to Control, lease, sublease, operate or manage a Facility, each of the Ceres Parties, jointly and severally, shall
cause such Affiliate to execute and deliver promptly to PharMerica an Acknowledgment and Joinder Agreement with respect to such Affiliate and Facility. Each of the Companies hereby grants to Ceres a power of attorney, coupled with an 

  

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interest, to represent and bind such Company in connection with all matters related to this Agreement including, without limitation, granting any waivers of
any of the terms of this Agreement or any Acknowledgment and Joinder Agreement, entering into any amendments or modifications of this Agreement or any Acknowledgment and Joinder Agreement, and representing and acting on behalf of such Company in any
dispute resolution procedures under Section 22 of this Agreement or any litigation relating to this Agreement or any Acknowledgment and Joinder Agreement. 
 7. Pharmacy Equipment. In furtherance of, and as necessary to permit, the provision of Products and Services to the Facilities hereunder by the Pharmacy Operators, subject to applicable state legal
limitations, the Pharmacy Operators may from time-to-time provide for use at the Facilities, as part of its pricing under this Agreement and without additional charge to the Facility Operators, mobile medication carts, fax machines, infusion
administration devices and such other equipment (“Pharmacy Equipment”) as PharMerica deems necessary in PharMerica’s sole discretion to permit the Pharmacy Operators to provide Products and Services to the Facilities, under the
following terms: 
 a. Pharmacy Equipment shall be used by the Facility Operators solely in furtherance of the provision of Products and
Services by the Pharmacy Operators under this Agreement and for no other purpose. 
 b. Pharmacy Equipment shall remain the property of the
Pharmacy Operator that provided such Pharmacy Equipment and, in furtherance thereof, Ceres shall (and shall cause each Facility Operator to) (i) return the Pharmacy Equipment at the Facility to such Pharmacy Operator promptly upon request by
the Pharmacy Operator, after this Agreement expires or is terminated for any reason or after the Facility is Withdrawn, (ii) not take any action that would infringe on such Pharmacy Operator’s ownership rights in the Pharmacy Equipment,
and (iii) upon such Pharmacy Operator’s reasonable request, execute and deliver UCC-1 statements and other legal documents as are necessary to protect such Pharmacy Operator’s ownership interest in the Pharmacy Equipment. 

c. Ceres shall (and shall cause each Facility Operator to) (i) restrict access to the Pharmacy Equipment in an appropriate manner, and
(ii) pay for any loss of or damage to the Pharmacy Equipment (normal wear and tear excepted) that occurs while the equipment is used at the Facility, unless such damage is caused by a Pharmacy Operator. 
 d. PharMerica shall (and shall cause each other Pharmacy Operator) to (i) provide and maintain the Pharmacy Equipment in good and serviceable
condition for the intended use of the Pharmacy Equipment, and (ii) replace the Pharmacy Equipment at PharMerica’s sole cost and expense when the condition of the Pharmacy Equipment is no longer satisfactory for its intended use, in each
instance as reasonably determined by PharMerica. 
 e. Notwithstanding any contrary provision in this Section 7, in any state in which
the provision of the Pharmacy Equipment pursuant to this Section 7 without charge would be in violation of applicable law, regulation or rule, PharMerica shall provide such Pharmacy Equipment to the applicable Facility Operators in accordance
with the foregoing provisions of this Section 7 at a reasonable charge, mutually determined by the Parties from time-to-time hereunder, and subject to such other mutually acceptable terms as are necessary to make the provision of such Pharmacy
Equipment not violate applicable law, regulation or rule. 
  

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 8. Dispensing and Packaging; Electronic Medication Management System. 
 a. Dispensing and Packaging. Subject to Section 11(b)(vi), PharMerica shall package and dispense Products hereunder in accordance with
applicable law, rules and regulations and the following requirements: 
 (i) In dispensing Products, PharMerica shall provide appropriate
written instructions and warnings to the Facilities regarding Product handling, storage, patient administration and safety, in accordance with specifications published from time-to-time by the manufacturers of such Products; 
 (ii) Subject to the following provisions of this Section 8(a), unless a longer day supply is mutually and reasonably agreed upon by the Parties (in
which case, the Parties shall implement with reasonable promptness all necessary changes to allow for such agreed upon longer day supply), PharMerica shall provide either a fifteen (15) day or fourteen (14) day supply of Products for a
specific Part A Resident of a Facility and package such Products in a reasonable manner selected by PharMerica in accordance with industry standards and practices applicable to other national institutional pharmacies serving LTC Facilities, it being
understood hereby that the standard for such packaging shall, in no case, be lesser than that satisfied by PharMerica hereunder as of the Effective Date; 
 (iii) Notwithstanding Section 8(a)(ii) above, Special Products shall be dispensed in accordance with, as applicable, manufacturer specifications and/or the practice of the applicable Pharmacy Operator in effect
on the Effective Date; 
 (iv) Notwithstanding Section 8(a)(ii) above but subject to Section 8(a)(v) below, from and after
November 1, 2006, PharMerica shall provide a seven (7) day supply of Brand Products, other than Special Products, for a specific Part A Resident; provided, however, upon reasonable request made by PharMerica to Ceres due to demonstrated
clinical or operational issues that have a significant adverse effect on one or more Pharmacy Operators and directly result from the seven (7) day supply requirement of this Section 8(a)(iv), Ceres shall consent to appropriate exceptions
or modifications to such seven (7) day supply requirement; and 
 (v) Ceres, on behalf of all of the Ceres Parties, agrees that,
notwithstanding any contrary provision of Section 8(a)(iv) above, PharMerica shall not be required to satisfy the seven (7) day supply requirement contained therein for any Facility until such time as the applicable Facility Operator has
made any necessary changes to its policies, procedures and/or practices as are necessary to permit PharMerica to fulfill PharMerica’s obligations under Section 8(a)(iv), including, without limitation, any necessary changes to the Facility
Operator’s policies, procedures and/or practices required to implement On-Demand Ordering, as certified in writing by the President of Ceres and subject to the reasonable approval by PharMerica (which approval shall not be unreasonably
withheld, conditioned or delayed). 
  

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 b. Electronic Medication Management System. 
 (i) The Parties shall implement the Electronic Medication Management System at the times, and in accordance with the terms, set forth on Schedule E
attached hereto and the following provisions of this Section 8(b). 
 (ii) The Ceres Parties acknowledge and agree that none of the
Ceres Parties has and none of them will have any ownership interest in any software (including, without limitation, any copies thereof) within the Electronic Medication Management System and that such software is being licensed pursuant to a
worldwide, nonexclusive, nontransferable license to the Ceres Parties to use the Electronic Medication Management System solely under the terms of this Section 8(b). 
 (iii) The Ceres Parties acknowledge and agree that the Ceres Parties have no right whatsoever to receive, review or otherwise have access to, or use,
the source code for the Electronic Medication Management System. 
 (iv) The Ceres Parties shall refrain from copying, disassembling,
reverse engineering, decompiling, translating or modifying the Electronic Medication Management System, or granting or purporting to grant any other Person the right to do so. 
 (v) Neither this Agreement nor any of the schedules attached hereto grants, and the Ceres Parties do not have, any right or authority, express or
implied, to sub-license, assign, convey or otherwise transfer in any fashion any component (including, without limitation, the software) comprising the Electronic Medication Management System to any other Person for any reason. Any such sub-license,
assignment, conveyance or other transfer made in violation of this Agreement shall be void. 
 (vi) The Ceres Parties shall not (A) use
the Electronic Medication Management System except at the specific Facilities with respect to which PharMerica has supplied the Electronic Medication Management System to one or more of the Companies, (B) supply copies of the Electronic
Medication Management System to any other Person, or (C) permit any other Person access to the Electronic Medication Management System. 
 (vii) EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 8(b)(viii)(B) BELOW, WITH RESPECT TO THE ELECTRONIC MEDICATION MANAGEMENT SYSTEM (A) PHARMERICA EXCLUDES AND DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES AND CONDITIONS,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (B) ALL WORK PRODUCT PREPARED BY PHARMERICA OR WHICH IS PROVIDED TO THE CERES PARTIES FOR INSTALLATION AND USE AT THE FACILITIES IS
PROVIDED ON AN “AS IS” AND “WHERE IS” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. 
 (viii)
PharMerica represents and warrants that (A) it owns all right, title and interest in and to the Electronic Medication Management System necessary to grant the license under this Section 8(b), and (B) the grant of such license and use
of the Electronic 

  

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Medication Management System in accordance with such license will not infringe upon or misappropriate the patent, copyright, trade secret, privacy, publicity
or other proprietary right of any third party. 
 (ix) Failure by any of the Ceres Parties to adhere to any requirement of this
Section 8(b) shall be considered a material breach by the Ceres Parties of their obligations under this Agreement. 
 9. Billing
and Payment Responsibility for Products and Services. 
 a. House Stock and Medicare Part A Residents. Subject to
Section 11(b) below, for Products and Services that a Pharmacy Operator provides to a Facility for House Stock or for a Part A Resident, PharMerica shall directly bill Ceres, and Ceres shall pay to PharMerica, or shall cause the applicable
Facility Operator to pay to PharMerica, for such Products and Services at the rates set forth on Schedule C, as reduced from time-to-time pursuant to Section 5(b) above, and in accordance with the other terms and conditions of this Agreement.

 b. Covered Residents. For Products and Services that a Pharmacy Operator provides to a Covered Resident (i) PharMerica shall
directly bill the payor of the applicable Accepted Plan (or the Covered Resident for applicable co-pays, deductibles and co-insurance amounts), and (ii) no Ceres Party, including, without limitation, the applicable Facility Operator, nor any
Affiliate thereof shall have any financial responsibility for such Products and Services except as specifically provided in Section 9(e) below. In addition, and notwithstanding any contrary provision of this Agreement, (i) from and after
the Effective Date through December 31, 2006, PharMerica shall provide, or shall cause the applicable Pharmacy Operator to provide, to each Covered Resident that is a beneficiary of an Accepted PDP (whether or not such Covered Resident is first
enrolling in an Accepted PDP), at no cost or expense to any Ceres Party, a one time, initial ten (10) day supply of any Product that is listed on the formulary of such Accepted PDP as a covered Product, but is subject to any stop edits or step
edits pursuant to the terms of such Accepted PDP, and (ii) from and after January 1, 2007, only at the time a resident of a Facility first enrolls in an Accepted PDP (newly eligible or PDP switch), PharMerica shall provide, or shall cause
the applicable Pharmacy Operator to provide, at no cost or expense to any Ceres Party, a one time, initial ten (10) day supply of any Product that is listed on the formulary of such Accepted PDP as a covered Product, but is subject to any stop
edits or step edits pursuant to the terms of such Accepted PDP. 
 c. Private Pay Residents. For Products and Services that a Pharmacy
Operator provides to a Private Pay Resident (i) PharMerica shall directly bill and receive payment from the Private Pay Resident (or the legally responsible representative of the Private Pay Resident), and (ii) no Ceres Party, including
without limitation, the applicable Facility Operator, nor any Affiliate thereof, shall have any financial responsibility for such Products and Services except as specifically provided in Section 9(e) below. 
 d. Billing and Collection Efforts. PharMerica shall use commercially reasonable efforts, in accordance with the Payor Flow Chart developed and
amended pursuant to the following sentence (from and after the time it is first developed to the mutual and reasonable satisfaction of the Parties), to bill and collect from, as applicable, Accepted Plans or Private Pay 

  

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Residents all charges for Products and Services that a Pharmacy Operator provides to a Covered Resident (including, without limitation, any so-called
“dual eligible” under Medicare Part D) or any Private Pay Resident, respectively. PharMerica and Ceres shall cooperate reasonably to (i) develop a payor flow chart on or before November 1, 2006, and (ii) amend the payor flow
chart from time to time as circumstances reasonably warrant (each of the payor flow charts described in paragraph (i) or (ii) being called the “Payor Flow Chart”). PharMerica and Ceres shall refer to the chart attached to this
Agreement as the initial Schedule J as a guide to commence their discussions with respect to the development of the Payor Flow Chart described in paragraph (i); provided, however, that the Parties acknowledge and agree that such initial Schedule J
does not represent all of the Parties’ present practices. Each time a Payor Flow Chart is developed or amended under the terms of this Section 9(d), such Payor Flow Chart shall be substituted as a new Schedule J to this Agreement.

 e. Exceptions. In each billing instance, if PharMerica has complied with its obligations under Section 9(d), and such efforts
have been unsuccessful, no Pharmacy Operator shall be required to provide Products or Services to a Covered Resident or Private Pay Resident in any of the following circumstances unless Ceres, through a Facility Representative, first agrees to be
responsible for payment for such Products and Services, in which case PharMerica shall directly bill Ceres, and Ceres shall pay to PharMerica, or cause the applicable Facility Operator to pay to PharMerica, for such Products and Services at the
rates set forth on Schedule C and in accordance with the other terms and conditions of this Agreement: 
 (i) If a Facility Operator fails to
provide any of the resident billing information required by Section 6(b)(vi) to PharMerica in the manner and at the time specified therein; 
 (ii) If a Covered Resident or a Private Pay Resident fails, refuses or is unable to pay any amount or charge (including, without limitation, co-pays, deductibles and co-insurance) due to PharMerica for Products and Services provided by a
Pharmacy Operator to such Covered Resident or Private Pay Resident pursuant to PharMerica’s standard payment terms for such Covered Resident or Private Pay Resident; 
 (iii) Subject to the last sentence of Section 9(b), if a Product or Service ordered for a Covered Resident is not covered by, or otherwise eligible
for reimbursement under, an Accepted Plan, including, without limitation, due to a failure to obtain a required prior authorization from the Accepted Plan or due to a denial by the Accepted Plan; or 
 (iv) If an Accepted Plan fails to accept or recognize eligibility for a resident of a Facility as a Covered Resident (with respect to such Accepted
Plan) and such resident fails, refuses or is unable to pay any amount or charge due to PharMerica for Products and Services provided by a Pharmacy Operator to such resident. 
 f. Potential Claims Reports. 
 (i)
For periods commencing after October 31, 2006, PharMerica shall furnish to Ceres on at least a monthly or more frequent basis as reasonably determined by PharMerica, within a reasonable time not to exceed fifteen days following the end of the
subject 

  

 14 








 
reporting period, a written report, in form and substance reasonably determined by PharMerica (the “Potential Claims Report”). The Potential Claims
Report shall identify each claim of PharMerica to an Accepted Plan for Products supplied by a Pharmacy Operator to a Covered Resident (A) during the period for which the Potential Claims Report was prepared that remains unpaid by the Accepted
Plan on account of stop edits or step edits pursuant to the terms of such Accepted Plan, as of the end of the period covered by the Potential Claims Report, and (B) each such claim that was included in a prior Potential Claims Report that
remains unpaid as of the end of such period. 
 (ii) Each Potential Claims Report shall identify (A) the name and Facility of the
applicable Covered Resident, (B) the name of the applicable Accepted Plan, (C) the applicable Product that was dispensed to the Covered Resident, (D) the date on which such Product was dispensed, and (E) the charge for such
Product to the Accepted Plan. 
 (iii) Notwithstanding anything in Section 9(e)(iii) to the contrary, for periods commencing after
October 31, 2006, (A) no Ceres Party shall be responsible under Section 9(e)(iii) for the payment of any Product dispensed by a Pharmacy Operator to any Covered Resident that is unpaid by an Accepted Plan on account of stop edits or
step edits pursuant to the terms of such Accepted Plan if such claim (1) is invoiced to Ceres more than sixty (60) days after the date the Product giving rise to such claim was dispensed, and (2) has not been included in a Potential
Claims Report supplied to Ceres within sixty (60) days after the date the Product giving rise to such claim was dispensed, and (B) if such claim is not timely invoiced and included on a Potential Claims Report as provided by the foregoing
provisions of this Section 9(f)(iii), PharMerica shall not stop providing Products to the subject Covered Resident. 
 g. Sales and
Use Tax. Ceres shall be solely responsible for any sales, use or similar tax imposed by any taxing authority on Products or Services for which Ceres has financial responsibility as provided in the foregoing provisions of this Section 9.

 h. Prescription Claims Adjudication. The Parties acknowledge and agree that (i) Ceres shall have the right to receive
Adjudication Services during the term of this Agreement from a provider of Adjudication Services reasonably acceptable to Ceres and PharMerica, (ii) in connection therewith, PharMerica shall reimburse Ceres an amount per calendar year (with
partial years being pro rated) equal to the lesser of * or the actual invoiced charges of such provider for the subject calendar year, (iii) that, as of the Effective Date, the Adjudication Services are being provided to Ceres by Medliance,
LLC, an Arizona limited liability company (“Medliance”), (iv) promptly following the Effective Date, the Parties, cooperating reasonably, shall develop a Request for Proposals for the purpose of identifying the optimal provider of
Adjudication Services (and, if Medliance is not selected as such optimal provider as a result of such Request for Proposals, replace Medliance with such alternative provider promptly following such selection), and (v) if Medliance, or any other
entity contracted to provide Adjudication Services, is unable to provide or ceases to provide Adjudication Services, as mutually and reasonably determined by PharMerica and Ceres, and no acceptable alternative provider of Adjudication Services can
be selected by the Parties to replace Medliance or such other provider (as reasonably approved by the Parties, which approval shall not be unreasonably withheld, conditioned or delayed), PharMerica shall not be in breach of this Section 9(h)
(or otherwise) during the period between the termination of Medliance or such other provider as the provider of Adjudication Services hereunder and the selection of a successor provider of Adjudication 


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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 Services. PharMerica and Ceres shall cooperate reasonably to develop adjudication metrics on or before September 15,
2006 (the “Adjudication Metrics”). PharMerica and Ceres shall refer to the initial Schedule K as a guide to commence their discussions with respect to the development of the Adjudication Metrics. At such time as the Adjudication Metrics
are developed under the terms of this Section 9(h), such Adjudication Metrics shall be substituted as a new Schedule K to this Agreement. The Parties agree that, if they are unable, despite good faith and reasonable efforts, to develop mutually
acceptable Adjudication Metrics on or before September 15, 2006, the adjudication metrics set forth on the initial Schedule K under the heading “Currently in Effect” shall become the Adjudication Metrics from and after such date,
unless modified by the Parties thereafter. 
 i. Payor Status of Facility Residents. Until such time as PharMerica is receiving a
“Daily Census Report” for a Facility pursuant to Section 11(b)(ii), Ceres shall provide PharMerica no less frequently than weekly with a comprehensive list in electronic form or on an Excel (or similar) spreadsheet for each Facility
indicating (i) the name of each resident of the Facility, (ii) whether each such resident is a Part A Resident, a Covered Resident or a Private Pay Resident, and (iii) if the resident is a Covered Resident, the most recent information
that Ceres or the Facility Operator has regarding the name and identifying number of the Plan providing pharmaceutical benefits to such resident. 
 10. Returns. 
 a. Permitted Returns. Each Facility Operator may return to the applicable Pharmacy any unused
Products provided to the Facility Operator by a Pharmacy Operator for which Ceres has (or has agreed to assume) financial responsibility as provided in Section 9 above, provided each of the following requirements is satisfied with respect to
the Products being returned: 
 (i) The return is not prohibited by, and is made in accordance with the requirements of, applicable federal
and state laws, rules and regulations regarding drug product returns; 
 (ii) The Products being returned are not (A) controlled
substances, (B) Products requiring refrigeration, (C) Products that were specially ordered for the Facility Operator or resident, (D) contained in a partially-used “bingo card,” “punch card” or other similar
packaging, unless accepted for return by PharMerica or another Pharmacy Operator (except, in the case of a particular Product, where PharMerica or the applicable Pharmacy Operator has accepted, prior to the Effective Date, the return of such Product
in a partially-used “bingo card,” “punch card” or other similar packaging), or (E) infusion therapy admixtures, unless in original, unopened manufacturer packaging; 
 (iii) Upon the receipt of such returned Products by the applicable Pharmacy Operator, applicable federal and state laws, rules and regulations regarding
the re-use of returned drug products expressly permit the Pharmacy Operator to re-dispense such returned Products; 
  

 16 








 (iv) The applicable Pharmacy Operator determines in its sole discretion that the supply chain integrity
of such returned Products has not been compromised in any manner; and 
 (v) After any necessary repackaging of such returned Products by
the applicable Pharmacy Operator within three (3) days after its receipt of the Returned Products, the expiration date of such returned Products is no less than ninety (90) days from the date the returned Products are received by the
applicable Pharmacy as determined by the Pharmacy Operator in its reasonable discretion; provided, however, if Short-Dated Product was dispensed originally and partially used, no expiration date limitation will apply with respect to the return of
such Product. 
 b. Credit for Permitted Returns. Upon a Pharmacy Operator’s receipt of returned Products meeting the criteria
specified in Section 10(a), PharMerica promptly (but in no event later than thirty (30) days following Pharmacy Operator’s receipt of returned Products meeting the criteria specified in Section 10(a)) shall issue to Ceres a
credit equal to the amount charged by PharMerica to Ceres for such returned Products (exclusive of any dispensing fee paid to PharMerica when the returned Product was dispensed) less a restocking fee of up to * per prescription number (as assigned
by a Pharmacy Operator) of the returned Product; provided, however, that in no case will the restocking fee exceed the credit amount for any individual returned Product. 
 c. Exception for Incorrectly Dispensed, Short-Dated and Improperly Packaged Products. Notwithstanding any contrary provision in this Section 10, Ceres shall receive a full credit (including any associated
dispensing fee), without imposition of any restocking fee, for (i) Products that are dispensed in error by a Pharmacy Operator, (ii) Short-Dated Products that are dispensed by a Pharmacy Operator, or (iii) Products that are not
correctly packaged by a Pharmacy Operator, in each instance that are returned to the Pharmacy Operator completely unused by a Facility or any of its residents within seventy-two (72) hours following receipt by the Facility. 
 11. Invoicing and Payment Terms. 
 a. Billings. PharMerica shall submit to Ceres, via electronic billing files, weekly statements reflecting (i) Products and Services that the Pharmacy Operators provided to the Facilities and their residents for which a
Ceres Party has financial responsibility and PharMerica is permitted to invoice as provided in Section 9 above, and (ii) any amount that PharMerica owes (whether cash or by credit) to Ceres pursuant to this Agreement (except the amount set
forth in Section 3(b) which shall be paid in accordance with such provision), which owed amounts shall be itemized with specificity on the invoice from PharMerica. Subject to the foregoing provisions of this Section 11(a), each such
statement shall be in the form, and include the information, set forth on Schedule F. 
 b. Billing Upon Change in Part A Resident
Status. In the event a Part A Resident becomes ineligible for continued Medicare Part A coverage with respect to the Part A Resident’s stay in a Facility, other than by reason of death (each, an “Ineligible Part A Resident”), and
Product, other than Special Product, has been dispensed by a Pharmacy Operator 


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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 to the Ineligible Part A Resident that remains unused (“Unused Non-Special Product”) at the time such
ineligibility occurs (the “Ineligibility Date”), PharMerica shall assure that any bill provided to Ceres on account of the Unused Non-Special Product promptly (but not more than thirty (30) days immediately following receipt of a
returned Split Billing Report prepared and submitted in accordance with Section 11(b)(iv)) is reversed to remove any charge for such Unused Non-Special Product, subject to the following: 
 (i) PharMerica shall not be subject to the requirements of this Section 11(b) until the date which is sixty (60) days after the date PharMerica
first implements the seven (7) day supply requirement of Section 8(a)(iv) above, as such date may be extended by Section 8(a)(v) above. 
 (ii) PharMerica shall not be subject to the requirements of this Section 11(b) with respect to the Part A Residents in any Facility unless and until Ceres provides PharMerica with ongoing and reasonably
uninterrupted daily electronic transmissions of resident census at such Facility, containing such data and in such format as PharMerica and Ceres shall mutually and reasonably agree (“Daily Census Report”). 
 (iii) From and after the date PharMerica receives a Daily Census Report for a Facility in accordance with the requirements of Section 11(b)(ii)
above, PharMerica shall provide a written report (“Split Billing Report”) to such Facility, no less frequently than bi-weekly, containing the following information (A) name and identification number of the applicable Pharmacy
Operator, (B) name and identification number of the Facility, (C) name of each newly-designated Ineligible Part A Resident, the Ineligibility Date of such Ineligible Part A Resident, and the new Plan or other payor source for the
Ineligible Part A Resident from and after such Ineligibility Date, and (D) the Product that may constitute Unused Non-Special Product for each newly-designated Ineligible Part A Resident included on the Split Billing Report, including
prescription number, Product name and strength, and quantity and date dispensed and the estimated quantity of Unused Non-Special Product that remains as of the Ineligibility Date (as determined by PharMerica pursuant to any method selected by
PharMerica in its reasonable discretion). 
 (iv) Within five (5) business days after the day of receipt of each Split Billing Report,
the Facility Representative at the Facility shall return to PharMerica, via paper copy or electronically, a completed Split Billing Report verifying (or correcting) for each Ineligible Part A Resident included on the Split Billing Report the amount
of Unused Non-Special Product available at such Facility for the Ineligible Part A Resident on the Ineligibility Date with manual or electronic identification of the Facility Representative performing such verification (or correction) and the date
on which such verification (or correction) was made affixed thereon, it being understood hereby that the failure of a Facility Representative to return duly and timely to PharMerica a Split Billing Report shall relieve PharMerica from any obligation
to reverse any charges to Ceres, or rebill, the Unused Non-Special Product available for each Ineligible Part A Resident on the Split Billing Report issued by PharMerica that triggered the requirement that a Split Billing Report be returned by the
Facility Representative to PharMerica pursuant to this Section 11(b)(iv). 
  

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 (v) PharMerica shall have no obligation to reverse any charges to Ceres, or rebill, for any Unused
Non-Special Product with respect to any Ineligible Part A Resident unless (A) immediately after the Ineligibility Date, the Ineligible Part A Resident becomes either a Private Pay Resident or a Covered Resident, and (B) (1) in the
case of a Private Pay Resident, the Private Pay Resident is able to pay PharMerica’s charges for the specific Product comprising the Unused Non-Special Product, or (2) in the case of a Covered Resident, the Accepted Plan providing pharmacy
benefits for the Covered Resident provides actual coverage for the specific Product comprising the Unused Non-Special Product. 
 (vi)
Notwithstanding any contrary provision in Section 8(a) or this Section 11(b), PharMerica and Ceres agree, that at such time as the Electronic Medication Management System is implemented for a Facility in accordance with the requirements of
Section 8(b) above and Schedule E hereto, PharMerica and Ceres shall negotiate in good faith to develop an alternative process for reversing and rebilling Unused Non-Special Product and, thereafter, determine whether amendment of any of the
provisions of Section 8(a) is appropriate, and, following development of a mutually-acceptable process and making such determination, make any necessary amendments to Section 8(a) and/or this Section 11(b) to reflect their agreements
in this regard. 
 c. Carryover of Credits. If the amount owed by Ceres under any invoice supplied by PharMerica pursuant to
Section 11(a) is insufficient to utilize fully the credits reflected on such invoice, the balance of such credit shall carry over and be applied (in addition to any credits that arise as of such subsequent invoices) to each subsequent invoice
until the credit amounts are fully utilized. In the event a final invoice is insufficient to utilize fully any then-outstanding credits owed by PharMerica to Ceres, PharMerica shall pay to Ceres the unutilized credit amounts in United States dollars
by check or wire-transfer of immediately available funds on or before the fifth business day following the date of such final invoice. 
 d.
Timing of Payment. Except to the extent disputed in a timely manner pursuant to Section 22(a) below, Ceres shall pay to PharMerica, or shall cause the applicable Facility Operator to pay to PharMerica, each statement submitted by
PharMerica pursuant to Section 11(a) above within * of receipt, together with all sales, use and other similar taxes imposed on the Products and Services. If Ceres disputes a statement in a timely manner pursuant to Section 22(a) below,
Ceres shall pay to PharMerica, or shall cause the applicable Facility Operator to pay to PharMerica, in a timely manner as provided herein, the portion of such statement that is not in dispute. 
 12. Representations and Warranties. 
 a. Representations and Warranties of the Ceres Parties. The Ceres Parties represent and warrant, jointly and severally, as of the Effective Date and continuously thereafter throughout the entire term of this Agreement, as follows:

 (i) Each Ceres Party is a corporation or other legally recognized entity duly incorporated or organized, validly existing, and in good
standing under the laws of the state in which it is incorporated, organized, and/or operating and that it has the authority to transact business in each state in which it operates; 


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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 (ii) Each Facility Operator is a corporation or other legally recognized entity duly incorporated or
organized, validly existing, and in good standing under the laws of the state in which it is incorporated, organized, and/or operating and that it has the authority to conduct business in each state in which it operates; 
 (iii) Each Ceres Party has the corporate or company power and legal authority to, and has taken all necessary corporate or other action on its part to,
authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; 
 (iv) This Agreement has been
duly executed and delivered by each Ceres Party, and constitutes a legal, valid, and binding agreement that is enforceable against each Ceres Party in accordance with its terms, except as limited by applicable bankruptcy, reorganization, moratorium
and similar laws affecting the enforcement of creditors’ rights; 
 (v) Ceres has full and complete authority to cause each other Ceres
Party to (A) take such actions as are necessary for each Ceres Party to satisfy its obligations under this Agreement, and (B) execute and deliver to PharMerica an Acknowledgment and Joinder Agreement that is valid, binding and enforceable
against each Ceres Party; 
 (vi) Each Ceres Party, including without limitation each Facility Operator has (A) all of the necessary
qualifications, including, without limitation, certificates, permits, registrations, and/or licenses, pursuant to federal, state and local laws and regulations for each such party to transact its business and to perform its obligations under this
Agreement, and (B) obtained all consents, approvals and authorizations of all governmental authorities and other Persons that must be obtained by each such party in connection with this Agreement; 
 (vii) The execution and delivery of this Agreement and the performance of each Ceres Party’s obligations hereunder do not (A) conflict with or
violate any provision of such party’s organizational documents or applicable laws or regulations, or (B) conflict with, or constitute a default under, any contractual obligation of any Ceres Party; and 
 (viii) Neither any Ceres Party nor any Person that a Ceres Party employs or has contracted with to carry out any part of this Agreement is an Ineligible
Person. 
 b. Representations and Warranties of PharMerica. PharMerica represents and warrants, as of the Effective Date and
continuously thereafter throughout the entire term of this Agreement, as follows: 
 (i) PharMerica is a corporation duly organized, validly
existing, and in good standing under the laws of the state in which it is incorporated, organized, and/or operating and that it has the authority to transact business in each state in which it operates; 
 (ii) Each Pharmacy Operator is a corporation or other legally recognized entity duly incorporated or organized, validly existing, and in good standing
under the laws of the state in which it is incorporated, organized, and/or operating and that it has the authority to conduct business in each state in which it operates; 
  

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 (iii) PharMerica has the corporate power and legal authority to, and has taken all necessary corporate
or other action on its part to, authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; 
 (iv) This Agreement has been duly executed and delivered by PharMerica, and constitutes a legal, valid, and binding agreement that is enforceable against PharMerica in accordance with its terms, except as limited by applicable bankruptcy,
reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights; 
 (v) PharMerica has full and complete
authority to cause each other Pharmacy Operator to take such actions as are necessary for PharMerica and each other Pharmacy Operator to satisfy their respective obligations under this Agreement; 
 (vi) PharMerica and each of the other Pharmacy Operators has (A) all of the necessary qualifications, including, without limitation, certificates,
permits, registrations, and/or licenses, pursuant to federal, state and local laws and regulations for PharMerica and such Pharmacy Operator to transact its business and to perform its obligations under this Agreement, and (B) obtained all
consents, approvals and authorizations of all governmental authorities and other Persons that must be obtained by PharMerica and the Pharmacy Operator in connection with this Agreement; 
 (vii) The execution and delivery of this Agreement and the performance of PharMerica’s and any Pharmacy Operator’s obligations hereunder do
not (A) conflict with or violate any provision of PharMerica’s organizational document, the organizational documents of any Pharmacy Operator or applicable laws or regulations, or (B) conflict with, or constitute a default under, any
contractual obligation of PharMerica or any Pharmacy Operator; and 
 (viii) None of PharMerica, any Pharmacy Operator and any Person that
PharMerica or any Pharmacy Operator employs or has contracted with to carry out any part of this Agreement is an Ineligible Person. 
 13.
Required Notices. In addition to any other required notices hereunder: 
 a. PharMerica shall give notice to Ceres, within five
(5) business days after any of the following events: 
 (i) An occurrence that causes any of representations and warranties made by
PharMerica, set forth in Section 12 above, to be inaccurate; or 
 (ii) An occurrence that causes PharMerica to cease being in
compliance with any of the requirements of Section 19 below regarding insurance. 
 b. Ceres shall give notice to PharMerica, within
five (5) business days after any of the following events: 
 (i) An occurrence that causes any of representations and warranties made by
any of the Ceres Parties, set forth in Section 12 above, to be inaccurate; or 
  

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 (ii) An occurrence that causes the Companies to cease being in compliance with any of the requirements
of Section 19 below regarding insurance. 
 14. Breach of Agreement; and Remedies. 
 a. Uncured Breach. 
 (i) Rights of
Ceres Parties. Subject to the dispute resolution procedures set forth in Section 22 of this Agreement, if there is an Uncured Breach by PharMerica, the Ceres Parties shall have the following rights in addition to any other remedies provided
by this Agreement or by law or equity (but in all cases subject to the limitations of Section 23(m)): 
 A. If such Uncured Breach
pertains to a Facility, Ceres may Withdraw such Facility immediately by giving notice of such Withdrawal to PharMerica, and, if fifteen percent (15%) or more of the Original Facilities have been Withdrawn pursuant to this Section 14(a)(i)(A),
Ceres may terminate this Agreement immediately by giving notice of such termination to PharMerica; and 
 B. If an Uncured Breach is
material to the Ceres Parties taken as a whole, Ceres may terminate this Agreement immediately by giving notice of such termination to PharMerica. 
 (ii) Rights of PharMerica. Subject to the dispute resolution procedures set forth in Section 22 of this Agreement, if an Uncured Breach by one or more Ceres Parties is material to PharMerica and the Pharmacy Operators taken as a
whole, PharMerica may terminate this Agreement immediately by giving notice of such termination to Ceres in addition to any other remedies provided by this Agreement or by law or equity (but in all cases subject to the limitations of
Section 23(m)). 
 b. Immediate Termination by Ceres or PharMerica. Notwithstanding any contrary provision in Section 14(a)
above, Ceres or PharMerica may terminate this Agreement immediately, in addition to any other remedies provided by this Agreement or by law or equity (but in all cases subject to the limitations of Section 23(m)), by giving notice to the other
upon the occurrence of any of the following: 
 (i) The other suffers a Bankruptcy Event; 
 (ii) The other becomes an Ineligible Person or voluntarily withdraws from its participation in Medicare; or 
 (iii) The other assigns or attempts to assign this Agreement in violation of Section 23(c) below. 
 c. Effect of Termination. As of the effective date of termination of this Agreement pursuant to Sections 4(b) and 4(d) above or pursuant to the
foregoing provisions of this Section 14, no Party shall have any further rights or obligations hereunder except: 
 (i) as otherwise
expressly provided in this Agreement, including, without limitation, the provisions of Section 4(d); 
  

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 (ii) for those accruing prior to such effective date of termination; and 
 (iii) for those arising as a result of any Uncured Breach of this Agreement prior to such effective date; 
 and each Party shall cooperate in all reasonable respects with the other Party for a period of ninety (90) days immediately following the date of termination in
order to assure that the transition of the Facilities to a new alternative pharmacy provider is undertaken in an orderly manner that maximizes patient safety and care. 
 d. Effect of Withdrawal. As of the effective date of the Withdrawal of a Facility under the terms of this Agreement, other than under Section 4: 
 (i) the Facility shall become a Withdrawn Facility, and 
 (ii) no Ceres Party or PharMerica shall have any further rights or obligations under this Agreement with respect to the Withdrawn Facility, except: 
 A. as otherwise expressly provided in this Agreement; 
 B. for those accruing prior to such effective date of Withdrawal; and 
 C. for those arising as a result of
any Uncured Breach of this Agreement prior to such effective date; 
 and except in the case of a Withdrawal under Section 4, each Party shall cooperate
in all reasonable respects with the other Party for a period of ninety (90) days immediately following the date of Withdrawal in order to assure that the transition of the Facilities to a new alternative pharmacy provider is undertaken in an
orderly manner that maximizes patient safety and care. 
 e. Special Requirements Regarding Electronic Medication Management System Upon
Termination or Withdrawal. Notwithstanding any contrary provision of this Agreement, upon the Withdrawal of a Facility as permitted by a provision of this Agreement, or the termination of this Agreement for any reason (an “Ending
Event”), the Parties shall perform their respective obligations as follows: 
 (i) The Ceres Parties shall upon the expiration of the
applicable transition period or Termination Period provided for in this Agreement: 
 A. Permanently desist from the further use of the
Electronic Medication Management System (1) in the case of a Withdrawal, at or in connection with the subject Facility or Facilities or (2) in the case of a termination of this Agreement, by any of the Ceres Parties; 
  

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 B. Return to PharMerica, or certify as to the destruction, of all materials provided by PharMerica
regarding the Electronic Medication Management System, including, without limitation, user manuals, training materials and other like documents (1) in the case of a Withdrawal, at or in connection with the subject Facility or Facilities or
(2) in the case of a termination of this Agreement, to each Ceres Party; 
 C. Uninstall the Electronic Medication Management System
(1) in the case of a Withdrawal, at or in connection with the subject Facility or Facilities or (2) in the case of a termination of this Agreement, throughout each Ceres Party; and 
 D. As far as is legal, reasonably practical, and otherwise in accordance with good business practice, purge from the computer systems, storage media and
other files and, at PharMerica’s option, destroy or deliver to PharMerica, all copies of any software or other items that comprise the Electronic Medication Management System (1) in the case of a Withdrawal, at or in connection with the
subject Facility or Facilities or (2), in the case of a termination of this Agreement, anywhere within each Ceres Party, it being understood hereby that this requirement shall not apply to any patient data contained in the Electronic Medication
Management System (which patient data shall be and remain the property of the patient, the Facility and the Ceres Party in accordance with applicable law). 
 (ii) PharMerica shall: 
 A. Within thirty (30) days following the occurrence of an Ending Event,
download and deliver to Ceres, any data that is the property, whether in whole or in part, of one or more Ceres Parties, in its original format, including without limitation, any patient data, prescription data, and billing data; and 
 B. Provide no more than three limited, royalty-free, nonexclusive licenses of the Electronic
Medication Management System to Ceres for the sole limited purpose of allowing Ceres to perform historical data searches of the data of the Ceres Parties for a period that will end on the earlier of (1) the date that Ceres notifies PharMerica
that such Ceres Party(ies) can perform such historical searches independently of the Electronic Medication Management System, or (2) the last day of the 9th calendar month immediately following the occurrence of an Ending Event. 
 15. Change
in Law. 
 a. If, after the Effective Date, any governmental or nongovernmental agency, or any court or administrative tribunal
passes, issues or promulgates any new, or change to any existing, law, rule, regulation, standard, interpretation, order, decision or judgment (individually or collectively, “Legal Event”), which, in the good faith judgment of PharMerica
or Ceres (the “Affected Party”), will cause the Affected Party’s performance of its obligations under this Agreement (including, without limitation, the obligation of the Affected Party to cause its Affiliates to perform obligations
under this Agreement) to be illegal, the Affected Party may request that the Parties amend this Agreement pursuant to the following procedure: 
 (i) The Affected Party shall give notice to, as applicable, PharMerica or Ceres (A) describing the Legal Event and its consequences to the Affected Party, (B)

  

 24 








 
indicating the Affected Party’s desire to amend this Agreement to remedy such consequences, (C) describing the proposed amendment(s), which may
include the Withdrawal of one or more Facilities, and the manner in which the proposed amendment(s) will remedy such consequences, (D) attaching a copy of the proposed amendment(s), and (E) attaching an opinion of counsel from a
nationally-recognized law firm confirming (1) the occurrence of a Legal Event that will in the absence of the proposed amendment(s), cause the Affected Party’s performance of its obligations under this Agreement to be illegal,
(2) that the proposed amendment(s) will remedy such illegality, and (3) the proposed amendment(s) is or are the most limited amendment(s) required to remedy such illegality. 
 (ii) PharMerica and Ceres shall consider and discuss any proposed amendment, and any dispute as to the amendment or the need for the amendment shall be
resolved in accordance with the applicable provisions of this Agreement, including, without limitation, the procedures set forth in Section 22 below. 
 b. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that the implementation of Medicare Part D shall not constitute a Legal Event of the type that would require an
amendment or amendment(s) as described in Section 15(a) above. 
 c. All opinions of counsel delivered in accordance herewith shall be
deemed confidential, given solely for purposes of negotiation of any necessary amendment(s), and possible settlement of a dispute with respect to whether or not an amendment or amendment(s) are required to remedy an illegality described in
Section 15(a), and shall not be deemed disclosed so as to waive any privileges otherwise applicable. 
 16. Access to Books and
Records. 
 a. During the term of this Agreement and for seven (7) years after its termination, upon written request from the
Secretary of the U.S. Department of Health and Human Services, the Comptroller General of the U.S. General Accounting Office, or any of their duly authorized representatives, each Party shall make available a copy of this Agreement and such books,
documents and records as are necessary to certify the nature and extent of the costs of the Products and Services provided under this Agreement. 
 b. If any Party to this Agreement carries out any of its obligations through use of a subcontractor, such Party shall require that the subcontractor agree to maintain and make available to the appropriate authorities books, documents and
records as set forth in the preceding subsection. 
 17. Independent Contractors. PharMerica and each Ceres Party are
independent contractors. This Agreement shall not be deemed to create a partnership or joint venture, or employment or agency relationship between the Parties. PharMerica has no right or authority to assume or create any obligation or responsibility
on behalf of any Ceres Party. No Ceres Party has the right or authority to assume or create any obligation or responsibility on behalf of PharMerica. In no event shall any Ceres Party unreasonably interfere with the professional judgment of any
employee or agent of PharMerica or any other Pharmacy Operator providing professional pharmacist services in connection with this Agreement. 
  

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 18. Confidentiality. 
 a. In carrying out this Agreement, each of PharMerica, on the one hand, and the Ceres Parties, on the other hand (the “Protected Party”) may
disclose to the other (“Restricted Party”), and/or the Restricted Party’s Affiliates, Proprietary Information and the Restricted Party agrees that it shall, and it shall cause its Affiliates to, (i) hold the Protected
Party’s Proprietary Information in confidence and protect it with the same degree of care that the Restricted Party uses to protect its own Proprietary Information, but in no event shall the Restricted Party use less than reasonable care, and
(ii) not use such information for the Restricted Party’s or such Affiliates’ own business other than as necessary to carry out this Agreement, provided, however, either Party may disclose Proprietary Information of the other as
required by law, legal process or regulatory authority. The Protected Party’s Proprietary Information shall remain the sole property of the Protected Party and the Restricted Party shall return or destroy all such Proprietary Information upon
the termination of this Agreement. 
 b. Except to the extent required by applicable law or as otherwise permitted in accordance with this
Section 18(b), neither PharMerica nor any of the Ceres Parties shall disclose or make any public announcement concerning this Agreement or the terms hereof without the prior written consent of the other. Notwithstanding the foregoing, each of
PharMerica and the Ceres Parties shall have the right to disclose this Agreement and its terms (i) to legal counsel and other advisors on a need-to-know basis under terms and conditions which reasonably ensure the confidentiality thereof,
(ii) as required by any court or other governmental body, (iii) in connection with a Facility Divestiture, merger, acquisition of stock or assets, proposed merger or acquisition, or the like, under terms and conditions which reasonably
ensure the confidentiality thereof, or (iv) as required in connection with any government or regulatory filing, including, without limitation, filings with the U.S. Securities Exchange Commission. 
 c. Each Ceres Party shall keep and maintain resident information and records in accordance with applicable law, including, but not limited to, the Health
Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations, and shall not release such information except as permitted or required by applicable law. 
 d. PharMerica shall keep and maintain (and cause each of the Pharmacy Operators to keep and maintain) resident information and records in accordance with
applicable law, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations, and shall not release such information except as permitted or required by applicable law.

 e. Each of PharMerica and the Ceres Parties recognizes and agrees that there is no adequate remedy at law for a breach by such Party of
any provision of this Section 18, that such a breach would irreparably harm the other of them and that the other of them shall be entitled, without posting bond or other security, to seek equitable relief (including, without limitation,
injunctions) with respect to any such breach or potential breach, in addition to any other remedies. 
  

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 f. This Section 18 shall survive termination of this Agreement. 
 19. Insurance. 
 a.
PharMerica’s Obligations. PharMerica shall secure and maintain, at PharMerica’s sole expense, the following insurance or self-insurance coverages with respect to PharMerica, each of the other Pharmacy Operators and their respective
employees, covering events occurring during the Initial Term or any Term Extension, claims asserted during the Initial Term or any Term Extension arising out of events that occurred within a reasonable period prior to the beginning of the Initial
Term, and claims asserted during a reasonable period following the Initial Term or any Term Extension arising out of events that occurred during the Initial Term or any Term Extension: 
 (i) Commercial general liability insurance covering bodily injury and property damage to third parties and including Blanket Contractual Liability with
limits of * per claim or occurrence and * general aggregate. 
 (ii) Workers’ compensation and employers’ liability insurance at
the following limits: 
  

			
	Workers’ Compensation:	 	 Statutory limits

	Employers’ Liability:	 	 * each accident;

		 	 * disease policy limit;

		 	 * disease each employee.


 (iii) Professional liability (errors and omissions) and Products Liability insurance, with limits
of * per claim or occurrence and * aggregate, which insurance shall not be cancelable except upon thirty (30) days’ prior notice to Ceres. 
 b. Ceres Parties’ Obligations. The Ceres Parties shall secure and maintain, at the Ceres Parties’ sole expense, the following insurance or self-insurance coverages with respect to each Ceres Party and
its employees, covering events occurring during the Initial Term or any Term Extension, claims asserted during the Initial Term or any Term Extension arising out of events that occurred within a reasonable period prior to the beginning of the
Initial Term, and claims asserted during a reasonable period following the Initial Term or any Term Extension arising out of events that occurred during the Initial Term or any Term Extension: 
 (i) Commercial general liability insurance covering bodily injury and property damage to third parties and including Blanket Contractual Liability with
limits of * per claim and * general aggregate. 
 (ii) Workers’ compensation and employers’ liability insurance at the following
limits: 
  

			
	Workers’ Compensation:	 	 Statutory limits

	Employers’ Liability:	 	 * each accident;

		 	 * disease policy limit;

		 	 * disease each employee.




	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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 (iii) Professional liability (errors and omissions) insurance, with limits of * per claim and *
aggregate, which insurance shall not be cancelable except upon thirty (30) days’ prior notice to PharMerica. 
 c. Proof of
Insurance or Self-Insurance. PharMerica, on the one hand, and the Ceres Parties, on the other hand, shall be required to provide each other with certificates of insurance (or comparable evidence of self-insurance) reflecting satisfaction of the
foregoing requirements of this Section 19 and, in the case of insurance, naming the other as an additional insured promptly following request by the other. 
 20. Indemnity. 
 a. PharMerica Indemnity. PharMerica shall indemnify, defend, and hold
harmless the Ceres Parties and their respective officers, directors, shareholders, employees, and agents from and against any and all third party claims, or actions for damages, liabilities (including, without limitation, strict liability),
penalties, costs and expenses (including, without limitation, attorneys’ fees, expenses and costs) to the extent caused by (i) the negligence or willful misconduct of any PharMerica Entity or any of their respective employees and agents in
connection with the performance of this Agreement, or (ii) any breach of any representation, warranty or covenant under this Agreement by any PharMerica Entity or any of their respective employees and agents. 
 b. Ceres Parties Indemnity. The Ceres Parties, jointly and severally, shall indemnify, defend, and hold harmless the PharMerica Entities and their
respective officers, directors, shareholders, employees, and agents from and against any and all third party claims, or actions for damages, liabilities (including, without limitation, strict liability), penalties, costs and expenses (including,
without limitation, attorneys’ fees, expenses and costs) to the extent caused by (i) the negligence or willful misconduct of any Ceres Party or any of its employees and agents in connection with the performance of this Agreement, or
(ii) any breach of any representation, warranty or covenant under this Agreement by any Ceres Party or any of its employees and agents. 
 c. Survival. The provisions of this Section 20 shall survive the expiration or termination of this Agreement (whether to all or some of the Facilities) and the Withdrawal of a Facility, for all purposes. 
 21. Divestitures and Closures. 
 a. Facility Operator or Facility Divestiture. The following provisions shall apply to any Facility Operator Divestiture or Facility Divestiture (including, without limitation, any Facility Operator Divestiture or Facility Divestiture
arising from a sale of all or substantially all of the assets of a Ceres Party, but specifically excluding any transaction under Section 21(a)(vii) below): 
 (i) Ceres shall provide PharMerica advance notice (“Facility Divestiture Notice”) of any contemplated Facility Operator Divestiture or Facility Divestiture promptly (and in no event later than thirty (30)
days prior to the anticipated Divestiture Date) and each Facility Divestiture Notice shall provide (A) the name of each Facility Operator and/or Facility 


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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that is the subject of, or encompassed within, the contemplated Facility Operator Divestiture or Facility Divestiture, (B) the number of SNF Beds that
are encompassed by the contemplated Facility Operator Divestiture or Facility Divestiture, (C) the name and address of the contemplated Successor Facility Operator immediately after the Divestiture Date, (D) the anticipated Divestiture
Date, and (E) the type of transaction giving rise to the Facility Operator Divestiture or Facility Divestiture (e.g., stock or asset purchase, lease, sublease, management agreement or other arrangement). 
 (ii) After the Facility Divestiture Notice is given to PharMerica, Ceres shall update PharMerica from time-to-time through the Divestiture Date as
necessary to keep PharMerica reasonably informed regarding the contemplated Facility Operator Divestiture or Facility Divestiture and any changes to the anticipated Divestiture Date. 
 (iii) If, during the Initial Term, the number of SNF Beds that would be served by PharMerica pursuant to this Agreement after a Facility Operator
Divestiture or Facility Divestiture (including all SNF Beds in the New Facilities and Newly-Constructed Facilities that are deemed and considered as Facilities under the terms of this Agreement) would be * or more of the number of the Original SNF
Beds, the Facility Operator Divestiture or Facility Divestiture may be completed only if the applicable Ceres Party uses commercially reasonable efforts to ensure that the Successor Facility Operator, prior to the Facility Operator Divestiture or
Facility Divestiture, enters into a Successor Pharmacy Services Agreement. 
 (iv) If, during the Initial Term, the number of SNF Beds that
would be served by PharMerica pursuant to this Agreement after a Facility Operator Divestiture or Facility Divestiture (including all SNF Beds in the New Facilities and Newly-Constructed Facilities that are deemed and considered as Facilities under
the terms of this Agreement) would be less than * of the number of the Original SNF Beds, the Facility Operator Divestiture or Facility Divestiture may be completed only if, prior to the Facility Operator Divestiture or Facility Divestiture
(A) the Successor Facility Operator enters into a Successor Pharmacy Services Agreement, or (B) the Ceres Parties pay PharMerica, in immediately available funds, an amount equal to the product of (I) * , multiplied by (II) the monthly
average number of total beds served by a Pharmacy Operator in the Facility or Facilities subject to the Facility Operator Divestiture or Facility Divestiture in the twelve (12) months prior to the date on which any of the Ceres Parties or any
of their Affiliates first initiated negotiations with the Successor Facility Operator regarding the Facility Operator Divestiture or Facility Divestiture, multiplied by (III) the number of calendar months from the Divestiture Date through
April 30, 2009 (with partial months being pro rated based on the number of days in the month). For purposes of this Section 21(a)(iv), it shall be a rebuttable presumption that the start date of a Ceres Party’s negotiations with the
Successor Facility Operator shall be the date on which a confidentiality agreement is signed by the applicable parties with respect to such Facility Operator Divestiture or Facility Divestiture. 
 (v) Provided the conditions set forth in the preceding paragraphs are satisfied as provided therein, upon consummation of the Facility Operator
Divestiture or Facility Divestiture, each Facility that is the subject of the Facility Operator Divestiture or Facility Divestiture shall be a Withdrawn Facility as of the Divestiture Date. 


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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 (vi) Each Party shall cooperate in all reasonable respects with the other Party up to the Divestiture
Date to assure that the transition of each Facility that is the subject of the Facility Operator Divestiture or Facility Divestiture to a new alternative pharmacy provider is undertaken in an orderly manner that maximizes patient safety and care.

 (vii) Notwithstanding any other provision of this Agreement to the contrary, no term, condition, or obligation set forth in this
Agreement shall restrict or be deemed to restrict any sale, lease or other transfer of the real estate comprising a Facility provided that such sale, lease or other transfer does not (A) require or result in an assignment, transfer or
re-issuance of any of the operating licenses or Medicaid or Medicare provider agreement for such Facility into the name of a Person that is not Controlled by one or more of the Companies or their Affiliates, (B) result in the termination or
surrender of any of the operating licenses or Medicaid or Medicare provider agreement for such Facility, (C) otherwise result in the Control of the management and/or operations of such Facility being transferred to a Person that is not
Controlled by one or more of the Companies or their Affiliates, or (D) result in the such Facility not being operated on a continuous basis by a Company or any of its Affiliates. 
 b. Closure of a Facility. Notwithstanding any contrary provision of this Agreement, if any Ceres Party decides to cease patient care operations at
a Facility permanently by closure of such Facility and surrender of the applicable licenses, registrations and certifications for the Facility (provided however, that the applicable Ceres Party shall have the right to retain any bed rights), or if
any Ceres Party decides to elect, upon the expiration of the term of a lease, sublease, management agreement or other arrangement with respect to a Facility, not to renew or continue such lease, sublease, management agreement or other arrangement,
Ceres (i) shall provide advance notice to PharMerica of such decision promptly, (ii) shall provide notice to PharMerica contemporaneous to such closure or expiration, and (iii) may, subject to satisfaction of the foregoing conditions,
Withdraw such Facility upon the effective date of the closure of such Facility or such expiration without such action constituting a breach of this Agreement or otherwise giving rise to any penalty, payment or liability under this Agreement.

 c. Pharmacy Operator or Pharmacy Divestiture. The following provisions shall apply to any Pharmacy Operator Divestiture or Pharmacy
Divestiture: 
 (i) PharMerica shall provide Ceres advance notice (“Pharmacy Divestiture Notice”) of any contemplated Pharmacy
Operator Divestiture or Pharmacy Divestiture at the earliest possible date (and in no event later than thirty (30) days prior to the anticipated Divestiture Date) and each Pharmacy Divestiture Notice shall provide (A) the name of each
Pharmacy Operator and/or Pharmacy that is the subject of, or encompassed within, the contemplated Pharmacy Operator Divestiture or Pharmacy Divestiture, (B) the name and address of the contemplated Successor Pharmacy Operator and all Persons
that will Control the Successor Pharmacy Operator immediately after the Divestiture Date, (C) the anticipated Divestiture Date, and (D) the type of transaction giving rise to the Pharmacy Operator Divestiture or Pharmacy Divestiture
(e.g., stock or asset purchase, lease, sublease, management agreement or other arrangement). 
 (ii) After the Pharmacy Divestiture
Notice is given to Ceres, PharMerica shall update Ceres from time-to-time through the Divestiture Date as necessary to keep Ceres reasonably informed regarding the contemplated Pharmacy Operator Divestiture or Pharmacy Divestiture and any changes to
the anticipated Divestiture Date. 
  

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 (iii) Notwithstanding any contrary provision of this Agreement, subject to PharMerica’s
satisfaction of the conditions set forth in the preceding paragraphs, PharMerica may consummate a Pharmacy Operator Divestiture or a Pharmacy Divestiture without such consummation constituting a breach of this Agreement; provided, however, Ceres may
Withdraw, on the Divestiture Date, the Facility(ies) served by each Pharmacy that is the subject of, or encompassed within, the contemplated Pharmacy Operator Divestiture or Pharmacy Divestiture unless PharMerica represents and warrants to Ceres in
writing, no later than fifteen (15) days prior to the Divestiture Date, which representation and warranty shall survive the Divestiture Date, that one or more alternative Pharmacies will continue, from and after the Divestiture Date on an
uninterrupted basis, to provide Products and Services to the Facility(ies) served by the Former Pharmacies in a manner that would satisfy the terms and conditions of this Agreement (in which case, this Agreement shall continue in full force and
effect with respect to the Ceres Parties’ obligations regarding such Facility(ies)). 
 d. Closure of a Pharmacy. If PharMerica
or any other Pharmacy Operator decides to cease pharmacy operations at any Pharmacy by closure of such Pharmacy and surrender of the applicable licenses, registrations and certifications for the Pharmacy, (i) PharMerica shall provide advance
notice of such decision to Ceres promptly, but in no event later than forty-five (45) days prior to the date of closure, (ii) PharMerica shall provide notice to Ceres contemporaneous to such closure, (iii) PharMerica may, subject to
satisfaction of the foregoing conditions, complete such closure of such Pharmacy without such action constituting a breach of this Agreement, and (iv) Ceres shall Withdraw the Facility(ies) served by such Pharmacy upon the effective date of the
closure of such Pharmacy; provided, however, if PharMerica represents and warrants to Ceres in writing, no later than thirty (30) days prior to such effective date, which representation and warranty shall survive such effective date, that one
or more alternative Pharmacies will continue, from and after such effective date on an uninterrupted basis, to provide Products and Services to the Facility(ies) served by the to-be-closed Pharmacy in a manner that would satisfy the terms and
conditions of this Agreement, Ceres shall not be permitted to Withdraw the subject Facility(ies) and this Agreement shall continue in full force and effect with respect to the Ceres Parties’ obligations regarding such Facility(ies). 

22. Time Limitations and Informal Dispute Resolution. If any dispute arises between PharMerica and the Ceres Parties relating to this
Agreement, each Party shall be required to abide by the following dispute resolution procedures and limitations: 
 a. Time
Limitations. Notwithstanding any contrary provision of this Agreement, Ceres shall be required to dispute any amount on a statement submitted to Ceres pursuant to Section 11(a) above by giving notice to PharMerica within thirty
(30) days (or sixty (60) days, under the circumstances described in Section 11(b)) after the date on which payment is due to PharMerica thereunder; provided, however, that if the charges for any Product on a statement submitted to
Ceres pursuant to Section 11(a) were included in a Potential Claims Report delivered to Ceres prior to such invoice, Ceres shall be required to dispute such charges by giving notice to PharMerica before the later of either (a) the one
hundred twentieth (120th)

  

 31 








 
day after the date on which such Product was dispensed, or (b) the 60th day after the date on which payment is due under the invoice that includes such charge. If Ceres fails to dispute a statement in a timely manner pursuant to
this Section 22(a), (i) the statement shall be deemed to be correct in all respects, and (ii) Ceres and each other Ceres Party shall be deemed to have waived all rights to contest the statement. 
 b. Informal Dispute Resolution. Prior to initiating any judicial proceeding hereunder, PharMerica and the Ceres Parties shall be required to abide
by the following informal dispute resolution process with respect to each and every dispute arising hereunder: 
 (i) If PharMerica or Ceres
desires to initiate the procedures under this Section 22(b), PharMerica or Ceres shall give notice thereof (each, a “Dispute Initiation Notice”) to the other of them (A) indicating that it is a notice initiating the procedures
under this Section 22(b), (B) providing a brief description of the nature of the dispute, (C) reasonably identifying the Facilities and Pharmacies involved in, and impacted by, the dispute and the names of the Facility Representatives
and Pharmacy Representatives of such Facilities and Pharmacies, respectively, or other nature of the dispute, (D) explaining the initiating Party’s claim or position in connection with the dispute, (E) including relevant
documentation, and (F) naming an individual with authority to settle the dispute on such Party’s behalf if, as the case may be, the PharMerica Representative or the Ceres Representative does not have such authority. 
 (ii) Within twenty (20) days after receipt of a Dispute Initiation Notice, the receiving Party shall give a written reply (each, a “Dispute
Reply”) to the initiating Party (A) providing a brief description of the receiving Party’s position in connection with the dispute, (B) including relevant documentation, and (C) naming an individual with the authority to
settle the dispute on behalf of the receiving Party if, as the case may be, the PharMerica Representative or the Ceres Representative does not have such authority. 
 (iii) PharMerica and Ceres shall cause the individuals identified in the Dispute Initiation Notice and the Dispute Reply above to (A) promptly make such investigation of the dispute as such individuals deem
appropriate, and (B) commence discussions concerning resolution of the dispute within twenty (20) days after the date of the Dispute Initiation Notice. 
 (iv) If a dispute has not been resolved within thirty (30) days after PharMerica and Ceres have commenced discussions regarding the dispute pursuant to Section 22(b)(iii) above, PharMerica and Ceres shall
(A) mutually submit the dispute to non-binding mediation conducted by a mutually agreed upon mediator, and (B) use commercially reasonable efforts to cause the mediator to conduct the mediation within thirty (30) days of the
dispute’s submission to mediation. 
 (v) Notwithstanding any contrary provision in this Agreement, a Party may commence a judicial
proceeding hereunder, without having first complied with the provisions of this Section 22(b), to seek injunctive or other equitable relief necessary to prevent irreparable harm, including, without limitation, as provided in Section 18(e)
above. 
  

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 23. Miscellaneous. 
 a. Force Majeure. A Party shall be excused for any delay or failure in performing this Agreement (except for any delay or failure related to the
payment of money in excess of thirty (30) days) to the extent that the delay or failure is caused by acts of God, terrorism, fires, explosions, labor disputes, accidents, civil disturbances, material shortages or other similar causes beyond its
reasonable control, even if such delay or failure is foreseeable. 
 b. Good Faith. In all matters relating to this Agreement and its
performance, the Parties shall act in good faith and consistent with fair dealing. Without in any way limiting the generality or scope of the preceding sentence, the Parties will cooperate with each other in good faith to amend Schedule A-1 and
Schedule A-2 from time to time so that Schedule A-1 and Schedule A-2 contain an up-to-date list of the Companies and Facilities, respectively, covered by this Agreement. 
 c. Assignment and Delegation. 
 (i) Except to the extent permitted by Section 21 of this
Agreement, without the prior written consent of the PharMerica, none of the Ceres Parties shall assign any of its rights or delegate any of its duties or obligations under this Agreement, in whole or in part. Except to the extent permitted by
Section 23(c)(ii) of this Agreement, without the prior written consent of Ceres, PharMerica shall not assign any of its rights or delegate any of its duties or obligations under this Agreement, in whole or in part. 
 (ii) Notwithstanding any provision in this Agreement to the contrary, a PharMerica Change of Control shall not be deemed to constitute an assignment by
PharMerica of this Agreement or a delegation of its duties or obligations under this Agreement. 
 (iii) Without the prior written consent
of Ceres, PharMerica shall be permitted to assign its rights under this Agreement and/or delegate its duties and obligations under this Agreement to any PharMerica Affiliate that agrees in writing as part of such assignment and/or delegation to be
bound by PharMerica’s obligations under this Agreement, so long as PharMerica agrees in writing to remain liable to Ceres for the nonperformance of such obligations. 
 d. Third Parties. This Agreement does not create any rights enforceable by any third party. For purpose of clarification, all of the Ceres Parties shall be considered direct beneficiaries of this
Agreement with all rights and remedies, whether at law, in tort, or in equity, and Ceres shall have the sole and exclusive right to enforce the provisions of this Agreement on behalf of itself and the other Ceres Parties. 
 e. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed to have been given by a Party and received
by the other Party (i) immediately if given in person, (ii) on the fifth business day following delivery to the U.S. Post Office if given by certified mail, postage prepaid, return receipt requested, or (iii) on the second business
day following delivery by a national overnight delivery service, to the other Party at the notice address below, or to such other address that the other Party designates upon notice given in accordance with this provision. 
  

 33 









			
	PharMerica:	    	Ceres:
	William G. Shields	    	Raymon J. Rodriguez
	President	    	President
	PharMerica, Inc.	    	CERES Strategies, Inc.
	3625 Queen Palm Drive	    	1000 Beverly Way
	Tampa, FL 33619	    	Fort Smith, AR 72919
		
	With a copy to:	    	With a copy to:
	Richard Greenhall	    	John G. Arena
	General Counsel	    	Deputy Chief Legal Officer
	PharMerica, Inc.	    	GGNSC Administrative Services, LLC
	3625 Queen Palm Drive	    	1000 Beverly Way
	Tampa, FL 33619	    	Fort Smith, AR 72919

 f. Governing Law, Jurisdiction and Venue. This Agreement shall be construed in accordance
with Delaware law, without regard to conflicts or choice of law principles that would result in the application of the laws of any other jurisdiction. Each of the Parties hereby agrees and consents to be subject to the exclusive jurisdiction and
venue of the courts of the State of Delaware in any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement. 
 g. No Waiver. Except as set forth in Section 9(f)(iii) and Section 22(a), no waiver shall be effective unless in writing and signed by
the waiving Party. A waiver by a Party of a breach or failure to perform this Agreement shall not constitute a waiver of any subsequent breach or failure. 
 h. Binding Agreement. This Agreement shall be binding on and shall inure to the benefit of the Parties hereto, and each of their respective successors and permitted assigns.  
 i. Headings for Reference Only. The headings used in this Agreement are for reference purposes only and shall not affect the meaning or
interpretation of the provisions of this Agreement. 
 j. Modifications. This Agreement cannot be changed or modified except by a
written amendment signed by PharMerica and Ceres. 
 k. Construction. This Agreement has been negotiated and reviewed by counsel for
each Party. Any ambiguity found in this Agreement shall not be construed in a Party’s favor on the basis that another Party drafted the provision containing the ambiguity. 
 l. Severability. When possible, each provision of this Agreement shall be interpreted in such manner as to be effective, valid, and enforceable
under applicable law. If any provision of this Agreement is held to be prohibited by, or invalid or unenforceable under, applicable law, such provision shall be ineffective only to the express extent of such prohibition, unenforceability or
invalidity, without invalidating the remainder of this Agreement. PharMerica or Ceres may terminate this Agreement in the event that a court of competent jurisdiction has 

  

 34 








 
held that PharMerica or Ceres, respectively, will not be able to realize a substantial portion of the benefits to, as applicable, PharMerica or Ceres under
this Agreement (as in effect immediately prior to such prohibition, unenforceability or invalidity) as a result of such prohibition, unenforceability or invalidity. 
 m. Limitations on Damages. Notwithstanding any provision in this Agreement to the contrary: 
 (i) In
no event will either PharMerica or any Ceres Party be liable to the other or any of the other’s Affiliates, officers, directors, shareholders or agents for special, incidental, consequential or exemplary damages. The foregoing limitations shall
not exclude or limit liability of either PharMerica or any Ceres Party for indemnity or contribution claims from the other arising out of or with respect to third party claims or breach of the confidentiality provisions of this Agreement.

 (ii) If a dispute hereunder remains unresolved following compliance with the provisions of Section 22(b) above and such dispute
involves an alleged breach of any Service Level Agreement, Ceres shall, at the commencement of any judicial proceeding to resolve such dispute, make a binding election regarding the remedy sought by Ceres on account thereof as follows: (A) if
Ceres elects to recover the Monetary Penalty identified on Schedule H for such breach (1) Ceres shall not be required to prove any damages on account of such alleged breach, the sole issue for the proceeding being whether PharMerica breached
the Service Level Agreement, and (2) the breach shall not be deemed a material breach of this Agreement, or (B) if Ceres elects not to recover the Monetary Penalty identified on Schedule H for such alleged breach, Ceres shall be permitted
to pursue all available remedies on account thereof but shall be required to prove that PharMerica breached the Service Level Agreement and the damages to Ceres caused by such breach. In any case, an election by Ceres pursuant to the foregoing to
elect to recover a Monetary Penalty identified on Schedule H on account of a breach of a Service Level Agreement shall not be deemed an election with respect to any subsequent breach of a Service Level Agreement or a waiver by any Ceres Party of any
right arising on account of such a subsequent breach. 
 (iii) Notwithstanding any contrary provision of this Agreement except for the
following sentence, PharMerica’s aggregate liability directly related to the provision by it of the Electronic Medication Management System, regardless of the cause or causes of action giving rise to such liability (whether in contract, tort,
or otherwise), shall not exceed * in any given calendar year, which shall not be cumulative to any other calendar year. The foregoing limitation shall not exclude or limit the liability of PharMerica for indemnity or contribution claims from the
other arising out of or with respect to third party claims or on account of a breach of a Service Level Agreement. 
 n. Entire
Agreement. This Agreement, including the Schedules referenced herein each of which are incorporated into this Agreement for all purposes, includes the complete agreement between the Parties and supersedes all previous agreements and
understandings (whether verbal or in writing) related to the subject matter of this Agreement. 


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 35 








 o. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall
be an original, but all of which, together, shall constitute one and the same agreement. 
 p. Survival. A termination of this
Agreement shall not terminate or reduce any causes of action, claims or rights that any Party may have against any other Party or Parties that arose prior to such termination, and (i) the obligations of the Ceres Parties under
Section 8(b), (ii) the applicable provisions under Sections 4(d), 9, 10, 11, 14, 16, 17, 18, 19, 20, 22 and 23 that are stated or intended by the Parties to survive a termination of this Agreement, and (iv) any other provisions of
this Agreement the survival of which is reasonable given the nature of this Agreement shall, in fact, survive a termination of this Agreement. 
 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the day and year first above written, with the intent to be legally bound. 
  

									
	CERES Strategies, Inc.	 		 	PharMerica, Inc.
					
	By:	 	  
	 		 	By:	 	  

	Name:	 	  
	 		 	Name:	 	  

	Title:	 	  
	 		 	Title:	 	  


  

 36 








 ATTACHMENTS 
 Schedule A-1 (Companies) 
 Schedule A-2 (Original Facilities, Original SNF Beds and Original Excluded Facilities) 
 Schedule B (Definitions) 
 Schedule C (Service and Pricing
Schedules) 
 Schedule D (Accepted Plan List) 
 Schedule E (Electronic Medication Management System) 
 Schedule F (Form of Weekly Billing Statement) 
 Schedule G [Intentionally Omitted] 
 Schedule H (Service Level
Agreements) 
 Schedule I (Form of Acknowledgment and Joinder Agreeement) 
 Schedule J (Payor Flowchart) 
 Schedule K (Adjudication Metrics) 
 Schedule L (Example of Blended AWP Pricing) 
  

 37 








 SCHEDULE A-1 – COMPANIES 
  

									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 N/A
	 	N/A	 	N/A	 	*	 	a Delaware corporation
					
	 N/A
	 	N/A	 	N/A	 	*	 	a Delaware limited liability company
					
	 N/A
	 	N/A	 	N/A	 	*	 	a Delaware limited liability company
					
	 N/A
	 	N/A	 	N/A	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 1 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 2 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	ALF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	Non-licensed retirement home	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	an Indiana limited liability company
					
	 *
	 	*	 	SNF	 	*	 	an Indiana limited liability company
					
	 *
	 	*	 	SNF	 	*	 	an Indiana limited liability company
					
	 *
	 	*	 	SNF	 	*	 	an Indiana limited liability company
					
	 *
	 	*	 	SNF	 	*	 	an Indiana limited liability company
					
	 *
	 	*	 	SNF	 	*	 	an Indiana limited liability company
					
	 *
	 	*	 	SNF	 	*	 	an Indiana limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 3 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	an Indiana limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	an Indiana limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	ALF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 4 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	an Indiana limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 5 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	an Indiana limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	an Indiana limited liability company
					
	 *
	 	*	 	SNF	 	*	 	an Indiana limited liability company
					
	 *
	 	*	 	SNF	 	*	 	an Indiana limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 6 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	an Indiana limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 7 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 8 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a California limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 9 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a California corporation



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 10 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	*	 	*	 	SNF	 	*	 	a California corporation
					
	*	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	*	 	*	 	SNF	 	*	 	a California corporation
					
	*	 	*	 	SNF	 	*	 	a California corporation
					
	*	 	*	 	SNF	 	*	 	a California corporation
					
	*	 	*	 	SNF	 	*	 	a California corporation
					
	*	 	*	 	SNF	 	*	 	a California corporation
					
	*	 	*	 	SNF	 	*	 	a California corporation
					
	*	 	*	 	SNF	 	*	 	a California corporation
					
	*	 	*	 	SNF	 	*	 	a California corporation
					
	*	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	*	 	*	 	SNF	 	*	 	a California corporation
					
	*	 	*	 	SNF	 	*	 	a California corporation
					
	*	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	*	 	*	 	SNF	 	*	 	a California corporation
					
	*	 	*	 	SNF	 	*	 	a Delaware limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 11 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 12 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 13 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 14 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 15 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 16 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 17 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	ALF	 	*	 	a California corporation
					
	 *
	 	*	 	ALF	 	*	 	a California corporation
					
	 *
	 	*	 	 ALF
 (Freestanding)
	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 18 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	ALF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 19 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 20 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	ALF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 21 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	ALF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	ALF	 	*	 	a California corporation
					
	 *
	 	*	 	ALF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 22 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 23 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 24 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	ALF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 25 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a California limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	ALF	 	*	 	a California corporation
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	ALF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 26 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a Delaware limited partnership
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	ALF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 27 









									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 State of Incorporation

	 *
	 	*	 	SNF	 	*	 	a Delaware limited liability company
					
	 *
	 	*	 	SNF	 	*	 	an Indiana limited liability company
					
	 *
	 	*	 	SNF	 	*	 	an Indiana limited liability company
					
	 *
	 	*	 	SNF	 	*	 	an Indiana limited liability company



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 28 








 SCHEDULE A-2 – ORIGINAL FACILITIES, ORIGINAL SNF BEDS, EXCLUDED FACILITIES 
  

																	
	 TABLE 1
 ORIGINAL FACILITIES AND
ORIGINAL SNF BEDS

									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 State
	 	 Zip
	 	 Original
 SNF
 Beds

	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 1 









																	
	 TABLE 1
 ORIGINAL FACILITIES AND ORIGINAL SNF BEDS

									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 State
	 	 Zip
	 	 Original
 SNF
 Beds

	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	ALF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	Non-licensed retirement home	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 2 









																	
	 TABLE 1
 ORIGINAL FACILITIES AND
ORIGINAL SNF BEDS

									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 State
	 	 Zip
	 	 Original
 SNF Beds

	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	ALF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 3 









																	
	 TABLE 1
 ORIGINAL FACILITIES AND ORIGINAL SNF BEDS

									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 State
	 	 Zip
	 	 Original
 SNF
 Beds

	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 4 









																	
	 TABLE 1
 ORIGINAL FACILITIES AND ORIGINAL SNF BEDS

									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 State
	 	 Zip
	 	 Original
 SNF
 Beds

	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 5 









																	
	 TABLE 1
 ORIGINAL FACILITIES AND ORIGINAL SNF BEDS

									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 State
	 	 Zip
	 	 Original
 SNF
 Beds

	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 6 









																	
	 TABLE 1
 ORIGINAL FACILITIES AND ORIGINAL SNF BEDS

									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 State
	 	 Zip
	 	 Original
 SNF
 Beds

	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 7 









																	
	 TABLE 1
 ORIGINAL FACILITIES AND ORIGINAL SNF BEDS

									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 State
	 	 Zip
	 	 Original
 SNF
 Beds

	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 8 









																	
	 TABLE 1
 ORIGINAL FACILITIES AND ORIGINAL SNF BEDS

									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 State
	 	 Zip
	 	 Original
 SNF
 Beds

	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 9 









																	
	 TABLE 1
 ORIGINAL FACILITIES AND ORIGINAL SNF BEDS

									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 State
	 	 Zip
	 	 Original
 SNF
 Beds

	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 10 









																	
	 TABLE 1
 ORIGINAL FACILITIES AND ORIGINAL SNF BEDS

									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 State
	 	 Zip
	 	 Original
 SNF
 Beds

	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 11 









																	
	 TABLE 1
 ORIGINAL FACILITIES AND ORIGINAL SNF BEDS

									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 State
	 	 Zip
	 	 Original
 SNF
 Beds

	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 12 









																	
	 TABLE 1
 ORIGINAL FACILITIES AND
ORIGINAL SNF BEDS

									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 State
	 	 Zip
	 	 Original
 SNF
 Beds

	 *
	 	*	 	ALF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	ALF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	 ALF
 (Freestanding)
	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	ALF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 13 









																	
	 TABLE 1
 ORIGINAL FACILITIES AND
ORIGINAL SNF BEDS

									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 State
	 	 Zip
	 	 Original
 SNF
 Beds

	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 14 









																	
	 TABLE 1
 ORIGINAL FACILITIES AND
ORIGINAL SNF BEDS

									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 State
	 	 Zip
	 	 Original
 SNF
 Beds

	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	ALF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	ALF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	ALF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 15 









																	
	 TABLE 1
 ORIGINAL FACILITIES AND
ORIGINAL SNF BEDS

									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 State
	 	 Zip
	 	 Original
 SNF
 Beds

	 *
	 	*	 	ALF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	ALF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 16 









																	
	 TABLE 1
 ORIGINAL FACILITIES AND
ORIGINAL SNF BEDS

									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 State
	 	 Zip
	 	 Original
 SNF
 Beds

	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 17 









																	
	 TABLE 1
 ORIGINAL FACILITIES AND
ORIGINAL SNF BEDS

									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 State
	 	 Zip
	 	 Original
 SNF
 Beds

	 *
	 	*	 	ALF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	ALF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	ALF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 18 









																	
	 TABLE 1
 ORIGINAL FACILITIES AND
ORIGINAL SNF BEDS

									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 State
	 	 Zip
	 	 Original
 SNF
 Beds

	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 19 









																	
	 TABLE 1
 ORIGINAL FACILITIES AND
ORIGINAL SNF BEDS

									
	 Facility #
	 	 d/b/a Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 State
	 	 Zip
	 	 Original
 SNF
 Beds

	 *
	 	*	 	ALF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 20 









																	
	 TABLE 2
 EXCLUDED
FACILITIES

	 Facility #
	 	 Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 County
	 	 State
	 	 Zip

	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	ALF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 21 









																	
	 TABLE 2
 EXCLUDED
FACILITIES

									
	 Facility #
	 	 Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 County
	 	 State
	 	 Zip

	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	*	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 22 









																	
	 TABLE 2
 EXCLUDED
FACILITIES

									
	 Facility #
	 	 Name
	 	 Type
	 	 Company
	 	 Address
	 	 City
	 	 County
	 	 State
	 	 Zip

	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	ALF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*
	 *
	 	*	 	SNF	 	*	 	*	 	*	 	*	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 23 








 SCHEDULE B – DEFINITIONS 
 In addition to any other capitalized terms that are defined in this Agreement, the following capitalized terms used in this Agreement shall have the
meaning set forth below: 
 “Accepted PDP” means a PDP in which PharMerica is a participating pharmacy provider. 
 “Accepted Plan” means a Plan in which PharMerica is a participating pharmacy provider. 
 “Acknowledgment and Joinder Agreement” means the form of agreement attached to this Agreement as Schedule I pursuant to which each Ceres Party
agrees to perform each and every task that such Ceres Party is obligated to perform under this Agreement and each and every task that each other Ceres Party is obligated to perform under this Agreement. 
 “Acquisition Date” means, with respect to any New Facility Acquisition or Prior Operator Acquisition, the earlier of the closing or effective
date of such New Facility Acquisition or Prior Operator Acquisition. 
 “Adjudication Services” means the services provided by an
independent third party who measures and reports to the Pharmacy Quality Committee respecting the provision of Products and Services by PharMerica to the Facilities pursuant to the terms and conditions of this Agreement, based on the adjudication
metrics to be developed by PharMerica and Ceres under Section 9(h) . 
 “Affiliate” means, with respect to any Person, any
other Person Controlling, Controlled by or under common Control with such first Person. 
 “AWP” has the meaning ascribed to such
term in Schedule C attached hereto. 
 “Bankruptcy Event” means, with respect to any Person: (a) the filing of an application
by such Person for, or such Person’s consent to, the appointment of a trustee, receiver, or custodian of its assets, (b) the entry of an order for relief with respect to such Person in proceedings under the U.S. Bankruptcy Code, as amended
or superseded from time to time, (c) the making by such Person of a general assignment for the benefit of creditors, (d) the entry of an order, judgment, or decree by any court of competent jurisdiction appointing a trustee, receiver, or
custodian of the assets of such Person unless the proceedings and the trustee, receiver, or custodian appointed are dismissed within ninety (90) days, or (e) the failure by such Person generally to pay such Person’s debts as the debts
become due within the meaning of Section 303(h)(1) of the U.S. Bankruptcy Code, as determined by the bankruptcy court, or the admission in writing of such Person’s inability to pay its debts as they become due. 
 “Blended AWP Pricing” means * . An example of Blended AWP Pricing is shown in Schedule L. 
 “Brand Products” has the meaning ascribed to such term in Schedule C attached hereto. 


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 1 








 “Ceres Price” means the price, inclusive of dispensing fee, set forth for Brand Products
(excluding IVs) in the “Standard Services Pricing Table” attached as part of Schedule C hereto, adjusted from time to time by operation of Section 5(b) of this Agreement. 
 “Claim” means an electronic claim seeking pre-approval to fill an order for Brand Products. 
 “Control” (together with its correlative forms, “Controlling,” and “Controlled”) means (a) ownership, directly or
indirectly, of equity securities entitling the owner to vote in the aggregate more than fifty percent (50%) of the votes at a stockholders’, members’ or comparable meeting of any entity with respect to the election of directors,
managers or other members of such entity, or (b) possession of the power, directly or indirectly, to (i) elect a majority of the board of directors (or equivalent governing body) of the entity in question, or (ii) direct or cause the
direction of the management and policies of or with respect to the entity in question, whether through ownership of securities, by contract or otherwise. 
 “Covered Resident” means a resident of a Facility who (a) is not a Part A Resident, (b) has valid coverage for pharmacy benefits through an Accepted Plan, and (c) has authorized a Pharmacy
Operator to be the resident’s pharmacy provider. 
 “Customer Satisfaction Survey” means a comprehensive survey conducted by
or for PharMerica of each Facility Operator regarding the satisfaction of the Facility Operator with the timeliness, completeness and professionalism of the Services provided by the applicable Pharmacy Operator(s). 
 “Divestiture Date” means, with respect to any Facility Operator Divestiture, Facility Divestiture, Pharmacy Operator Divestiture or Pharmacy
Divestiture, the closing or effective date of such Facility Operator Divestiture, Facility Divestiture, Pharmacy Operator Divestiture or Pharmacy Divestiture. 
 “Electronic Medication Management System” means PharMerica’s proprietary, patent pending, medication management computing platform (and all hardware and software included therein) designed to provide
LTC Facilities with (a) computerized ordering of Products, (b) bedside point of care functionality regarding the administration of Products to residents of LTC Facilities, and (c) computerized management of the reconciliation and
destruction components of the pharmacy program. 
 “Excluded Facility” means a LTC Facility that a Company owns, Controls,
operates, leases, subleases or manages during the term of this Agreement, which is either identified on Schedule A-2 (as updated from time to time) as being excluded from the scope of this Agreement, or which is not (pursuant to the terms of this
Agreement) subject to or added to, as applicable, this Agreement. “Original Excluded Facilities” mean the Excluded Facilities on the Effective Date as identified on Schedule A-2. 
 “Facility” means each LTC Facility that a Company owns, Controls, operates, leases, subleases or manages during the term of this Agreement,
with the sole exception of the Excluded Facilities and the Withdrawn Facilities. 
  

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 “Facility Divestiture” means (a) a sale, transfer or other disposition by any Company of a
Facility to any Person that is not an Affiliate of the Company, or (b) any arrangement pursuant to which any Company transfers Control, or the right to Control, operate or manage a Facility to any Person that is not an Affiliate of the Company
(including, without limitation, through a lease, sublease, management agreement or assignment of a lease, sublease or management agreement), except in connection with the expiration of a lease described in Section 21(b). 
 “Facility Operator” means, with respect to a Facility, the Company that Controls, leases, subleases, operates or manages such Facility,
including each New Facility Operator. 
 “Facility Operator Divestiture” means any transaction, including, without limitation, a
sale of securities or merger, pursuant to which Control over a Facility Operator is transferred to a Person that is not a Company or an Affiliate of a Company. 
 “Former Facility” means a Facility that will be owned, Controlled, operated, leased, subleased or managed by a Successor Facility Operator immediately following consummation of a Facility Divestiture or
Facility Operator Divestiture. 
 “Former Pharmacy” means a Pharmacy that will be owned, Controlled, operated, leased, subleased or
managed by a Successor Pharmacy Operator immediately following consummation of a Pharmacy Divestiture or Pharmacy Operator Divestiture. 
 “House Stock” means Products that a Pharmacy Operator provides to a Facility that are not ordered by the Facility Operator for specific residents. 
 “Ineligible Person” means any entity or individual (a) excluded from participation or otherwise declared ineligible to participate in any “Federal health care program,” as defined in 42 U.S.C.
section 1320a-7b(f), as identified on the List of Excluded Individuals/Entities maintained by the Office of Inspector General, U.S. Department of Health and Human Services, (b) debarred from participation or otherwise declared ineligible to
participate in Federal procurement or nonprocurement programs, as identified on the Excluded Parties List System maintained by the General Services Administration, or (c) convicted of a criminal offense related to the provision of health care
items or services covered by a Federal health care program or Federal procurement or nonprocurement program, but not yet excluded, debarred or otherwise declared ineligible to participate in such programs. 
 “LTC Facility” means any skilled nursing facility including, without limitation, the skilled nursing facility within any congregate care
retirement community, assisted living facility, or inpatient hospice contained within a skilled nursing facility. 
 “New Facility”
means a LTC Facility that will be owned, Controlled, operated, leased, subleased or managed by any Company or Affiliate of a Company immediately following consummation of a New Facility Acquisition or Prior Operator Acquisition. 
 “New Facility Acquisition” means (a) a purchase or other acquisition, directly or indirectly, by any Company of (i) all or a majority
ownership interest in a LTC Facility, or (ii) the assets of a LTC Facility, in either case from any Person that is not a Company or an Affiliate of a Company or (b) any arrangement pursuant to which any Company obtains the right to 

  

 3 








 
Control, operate or manage a LTC Facility from any Person that is not a Company or Affiliate of a Company (including, without limitation, through a lease,
sublease, management agreement or assignment of a lease, sublease or management agreement). 
 “New Facility Operator” means, with
respect to any New Facility Acquisition or Prior Operator Acquisition, the Company or Affiliate of a Company that will be the Facility Operator for the applicable New Facility(ies). 
 “Newly-Constructed Facility” means any LTC Facility that any Company or Affiliate of a Company constructs and opens for patient care operations
during the term of this Agreement. 
 “On-Demand Ordering” means any orders or reorders by a Company on its own initiative for
Products for residents of a Facility (i.e., not cycle fill or any other automatic fill by PharMerica). 
 “Original Excluded
Facilities” means the Excluded Facilities on the Effective Date as identified on Schedule A-2. 
 “Original Facilities” means
the Facilities on the Effective Date as identified on Schedule A-2. 
 “Original SNF Beds” means the aggregate number of SNF Beds
of the Original Facilities as identified on Schedule A-2. 
 “Part A Resident” means any resident of a Facility during such time as
such resident’s care at such Facility is covered by Medicare Part A (or any successor government program to Medicare Part A). 
 “PDP” means a Prescription Drug Plan providing pharmacy benefits pursuant to Medicare Part D. 
 “Person” means
an individual, partnership, limited liability company, association, joint venture, corporation, trust, any other entity organized or existing under applicable law or any unincorporated organization. 
 “Pharmacy” means each institutional pharmacy that a PharMerica Entity owns, Controls, operates, leases, subleases or manages during the term of
this Agreement. 
 “Pharmacy Divestiture” means (a) a sale, transfer or other disposition by any PharMerica Entity of a
Pharmacy to any Person that is not a PharMerica Affiliate, or (b) any arrangement pursuant to which any PharMerica Entity transfers Control or the right to Control, operate or manage a Pharmacy to any Person that is not a PharMerica Affiliate
(including, without limitation, through a lease, sublease, management agreement or assignment of a lease, sublease or management agreement). 
 “Pharmacy Operator Divestiture” means any transaction, including, without limitation, a sale of securities or merger, pursuant to which PharMerica transfers Control over any of the other Pharmacy Operators to a Person that is not
a PharMerica Affiliate. 
  

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 “Pharmacy Operator” means, with respect to a Pharmacy, the PharMerica Entity that owns,
Controls, operates, leases, subleases or manages such Pharmacy. 
 “Pharmacy Quality Committee” means a committee formed by, and
including representatives of, PharMerica and Ceres which confers from time to time respecting pharmacy quality issues. 
 “PharMerica
Change of Control” means any transaction including, without limitation, a sale of securities or merger, pursuant to which the Person(s) that Control(s) PharMerica transfers such Control to any other Person(s). 
 “PharMerica Chain Customer Contract” means any contract pursuant to which PharMerica provides pharmaceutical products and services to more than
* licensed skilled nursing beds of a single customer (including the Affiliates of any such customer) at any one time other than pursuant to this Agreement. 
 “PharMerica Entity” means each of PharMerica and its Affiliates; “PharMerica Entities” means PharMerica and its Affiliates, collectively. 
 “Plan” means a pharmaceutical benefit plan of a third party payor, including, without limitation, a PDP, a Medicare Advantage prescription drug
plan, a Medicaid pharmacy benefit plan or a pharmaceutical benefit plan of a managed care organization. 
 “Pre-Existing Contract”
means, with respect to any LTC Facility that is the subject of, or encompassed within, a Prior Operator Acquisition or New Facility Acquisition, a contract that requires the Prior Operator of such LTC Facility to obtain any Products or Services for
such LTC Facility and its residents from a pharmacy provider other than a PharMerica Entity. 
 “Prior Operator” means, with
respect to any Prior Operator Acquisition or New Facility Acquisition, the Person that owned, Controlled, operated, leased, subleased and/or managed the New Facility(ies) immediately prior to the Acquisition Date. 
 “Prior Operator Acquisition” means any transaction, including, without limitation, a purchase of securities or a merger, pursuant to which any
Affiliate of a Ceres Party obtains Control over any Prior Operator from a Person that is not an Affiliate of a Ceres Party. 
 “Private
Pay Resident” means a resident of a Facility who (a) is not a Part A Resident or a Covered Resident, and (b) has authorized a Pharmacy Operator to be the resident’s pharmacy provider. 
 “Products” means, regardless of dosage form (a) prescription federal legend drugs, (b) over the counter (“OTC”) drugs,
(c) infusion therapy products and supplies, and (d) other products and supplies of the type provided by an institutional pharmacy to a LTC Facility. 
 “Proprietary Information” means the proprietary, confidential and other non-public information relating to the business of PharMerica, on the one hand, or any of the Ceres Parties, on the other hand,
including, without limitation, the business processes, software, pricing, customer materials (such as training manuals and policy and procedure manuals), and 


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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 organizational structure of PharMerica or a Ceres Party, as the case may be, and any information regarding, as
applicable, a Prior Operator Acquisition, New Facility Acquisition, Facility Divestiture, Facility Operator Divestiture, Pharmacy Operator Divestiture or Pharmacy Divestiture, exclusive of any such information that (a) becomes generally
available to the public through no act, omission or fault of (i) any of the Ceres Parties, in the case of proprietary, confidential or other non-public information relating to the business of PharMerica, or (ii) PharMerica, in the case of
proprietary, confidential or other non-public information relating to the business of any of the Ceres Parties, or (b) at the time of disclosure was already in the possession of (i) any of the Ceres Parties, in the case of proprietary,
confidential or other non-public information relating to the business of PharMerica, and not subject to any existing restriction on disclosure or use or (ii) PharMerica, in the case of proprietary, confidential or other non-public information
relating to the business of any of the Ceres Parties, and not subject to any existing restriction on disclosure or use. 
 “Service
Level Agreements” means the service level agreements set forth on Schedule H hereto. 
 “Services” means the following
services as described in Schedule C: (a) “Standard Services,” as further defined in and described on Schedule C-1, (b) “Consulting Services,” as further defined in and described on Schedule C-2, and
(c) “Infusion Therapy Services,” as further defined in and described on Schedule C-3. 
 “Short-Dated Products”
means Products in oral tablet or capsule dosage form with an expiration date of not more than sixty (60) days from the date such Products are dispensed by the applicable Pharmacy Operator. 
 “SNF Bed” means a licensed skilled nursing facility bed or a licensed or unlicensed assisted living facility bed. 
 “Special Products” means injectable medications, controlled substances, emergency (STAT) medication orders, non-oral solid Products and other
Products which the manufacturer specifies to be dispensed and packaged in a unique manner. 
 “Successor Facility Operator” means,
with respect to any Facility Operator Divestiture or Facility Divestiture, the Person that will own, Control, operate, lease, sublease or manage the Former Facility(ies) immediately following the Divestiture Date. 
 “Successor Pharmacy Operator” means, with respect to any Pharmacy Operator Divestiture or Pharmacy Divestiture, the Person that will own,
Control, operate, lease, sublease or manage the Former Pharmacy(ies) immediately following the Divestiture Date. 
 “Successor Pharmacy
Services Agreement” means a pharmacy services agreement containing terms and conditions substantially similar to this Agreement, as determined by PharMerica in its reasonable discretion, pursuant to which a Successor Facility Operator agrees
that each of the Former Facilities shall obtain Products and Services exclusively from PharMerica commencing on the Divestiture Date for a period of time not less than the remaining Initial Term or Extension Term, as applicable. 
  

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 “Uncured Breach” means a material breach of this Agreement, including without limitation, a
breach of any representation or warranty made by a Party in this Agreement which remains uncured for a period of sixty (60) days after notice of such breach is given to the breaching Party specifying in reasonable detail the nature of the
breach; provided, however, that for all breaches not involving the non-payment of funds, the cure period shall be extended to not more than ninety (90) days in the event (a) such breach is not susceptible to cure within such sixty
(60) day period, and (b) the breaching Party shall have begun and continues to actively pursue resolution of the problem during the cure period. At a minimum, any cure shall include, without limitation, in addition to other remedies,
actions, and amounts that are available under this Agreement, and subject to the limitations under this Agreement, reimbursement by the breaching Party to the other Party of any (1) civil monetary penalties, fines, or other amounts or penalties
assessed against such other Party, and (2) third-party costs and expenses or other amounts incurred by such other Party to resolve, evaluate or mitigate the breach, including, without limitation, reasonable attorneys’ fees. 
 “Withdraw” or “Withdrawal” means a permitted exclusion after the Effective Date by a Company of a Facility from this Agreement;
“Withdrawn Facility” means a Facility after Withdrawal of that Facility by a Company. 
  

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 SCHEDULE C – SERVICES AND PRICING 
  

	1.	Included Service Schedules. This Schedule C includes the following: 

  

	 	(a)	Schedule C-1—Standard Services and Pricing; 

  

	 	(b)	Schedule C-2—Consulting Services and Pricing; and 

  

	 	(c)	Schedule C-3—Infusion Therapy Services and Pricing: 

  

	2.	Definitions. The following terms used in this Schedule C shall be defined as follows: 

  

	 	(a)	“Acquisition Cost” means the wholesale acquisition cost of a Product as set by the manufacturer. 

  

	 	(b)	“AWP” means the average wholesale price of a Product (including, in the case of infusion therapy Products, the drug and the bag) in effect on the date of the fill as
reported by First Databank. 

  

	 	(c)	“Brand Product” means a federal legend Product identified as a brand product by First Databank. 

  

	 	(d)	“Brand Product Price” means the price for Brand Products set foth in the Standard Services Pricing Table contained in this Schedule C. 

  

	 	(e)	“Drug Regimen Review” or “DRR” means an evaluation of a patient’s drug regimen for known allergies, rational therapy-contraindications, misuse, overuse and
underuse of medications, including potential drug interactions, adverse drug reactions, inappropriate medications and diagnosis/drug combinations. 

  

	 	(f)	“FUL” means the federal upper limit for a Product set by the U.S. Centers for Medicare and Medicaid Services. 

  

	 	(g)	“Generic Product” means a federal legend Product identified as a generic product by First Databank. 

  

	 	(h)	“Generic Product Price” means the price for Generic Products set forth in the Standard Services Pricing Table contained in this Schedule C. 

  

	 	(i)	“MFN State” means a state that requires a pharmacy provider participating in the state Medicaid program to submit a charge to the program for a Product at the lowest price
the provider receives from any other payor for the Product. (As of the Effective Date, MFN States include Georgia, Maine, Massachusetts, and New Hampshire.) 

  

	 	(j)	“Products” mean, regardless of dosage form (a) prescription federal legend drugs, (b) infusion therapy products and supplies, and (c) other products and
supplies of the type provided by an institutional pharmacy to a long term care facility, including, without limitation, over the counter (“OTC”) products. 

  

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	 	(k)	“Services” means the following services as defined in this Schedule C: (a) “Standard Services”, (b) “Consulting Services”, including
“Standard Consulting Services” and “Optional Consulting Services”, and (c) “Infusion Therapy Services”. 

  

	 	(l)	“State MAC” means the maximum allowable cost for a Product set by the state Medicaid program in the state where the applicable Facility is located.


  

	 	(m)	“State Medicaid Dispense Fee” means the dispensing fee for the first fill of a Brand Product that the state Medicaid program in the state where the applicable Pharmacy is
located would pay to a long term care pharmacy. 

  

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 SCHEDULE C-1 – STANDARD SERVICES AND PRICING 
  

	1.	Standard Services. The “Standard Services” at each Facility shall comprise the services described in subsections (a) and (b) below.


  

	 	(a)	Provide pharmaceutical packaging, dispensing and delivery services for Products (other than infusion therapy Products, which are covered by Schedule C-3) as requested by the
Facility Operator, on a 24-hour basis, seven (7) days a week (including holidays), in accordance with the following: 

  

	 	(i)	A new routine medication order shall be delivered as part of routine medication delivery to the Facility, provided the order is received by the Pharmacy by the “cut off
time” (established by the Pharmacy Operator in consultation with the appropriate Facility Representative) during the Pharmacy’s regular operating hours; and 

  

	 	(ii)	An emergency (STAT) medication order shall be delivered to the Facility within four (4) hours (or such sooner period of time required by applicable laws and regulations) of a
Facility Representative’s order of the STAT medication by phone call made directly to a pharmacist who is on duty or on call at the applicable Pharmacy, or other representative of the Pharmacy. 

  

	 	(b)	Provide a stocked STAT cabinet (also commonly called an emergency drug kit) to the Facility at all times, except that a STAT cabinet shall only be provided as permitted by, and
strictly in accordance with, applicable laws and regulations. The Pharmacy Operator, in consultation with the appropriate Facility Representative, shall determine the medications to be included in the STAT cabinet. A medication stocked in the STAT
cabinet shall remain the property of the Pharmacy Operator unless and until the medication is removed from the STAT cabinet at the Facility, at which time the medication shall be considered to be dispensed and delivered to the Facility. There will
be no dispensing fee for PharMerica patients for a Product removed from the STAT cabinet if the Facility Operator notifies the Pharmacy Operator of the removal of the Product from the STAT cabinet at the time the Product is removed.


  

	2.	Pricing. 

  

	 	(a)	Pricing for Standard Services shall be at the rates determined by the following Standard Services Pricing Table. 

  

	 	(b)	Pricing includes the Product and all Standard Services associated with the Product. 

  

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 STANDARD SERVICES PRICING TABLE 
  

			
	 PRODUCT
	  	 PRICE

	Brand Products	  	 AWP * (dispensing fee per fill)*
 Except Georgia: AWP *
(dispensing fee per fill)*

		
	Generic Products	  	 * (dispensing fee per fill)
 Except MFN States: *
(dispensing fee per fill)

		
	Bulk house stock Products	  	Acquisition Cost + *
		
	Miscellaneous non-infusion therapy supplies	  	Acquisition Cost + *



	*	For Brand Products, other than Special Products, dispensed through a seven day supply pursuant to Section 8(a)(iv) of this Agreement, the dispensing fee per fill shall be *,
except in MFN States, where the dispensing fee for any such seven day supply shall be the *. 


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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 SCHEDULE C-2 – CONSULTING SERVICES AND PRICING 
  

	1.	Consulting Services. The “Consulting Services” at each Facility shall comprise the Standard Consulting Services and Optional Consulting Services as defined in this
Schedule C-2. 

  

	2.	Standard Consulting Services. The “Standard Consulting Services” at each Facility shall comprise the services described in subsections (a) through
(n) below. 

  

	 	(a)	On a monthly basis, provide DRR at the Facility, and note any findings related to such DRR to the appropriate Facility Representative, in accordance with applicable Federal and
state requirements. 

  

	 	(b)	(i) Develop a model Pharmacy Policies and Procedures Manual (“Model P&Ps”) respecting regulatory compliance for the ordering, handling, storage, destruction and
administration of drugs and biological agents by LTC Facilities, (ii) distribute such Model P&Ps to the Facility Operator for use as a reference and guidance document, and (iii) assist the Facility Operator in adapting the Model
P&Ps to Facility specific requirements for the kinds of issues addressed by the Model P&Ps. 

  

	 	(c)	On a quarterly basis, (i) perform audits of 25% of medication carts, on a random basis, to ensure that medications in the audited medication carts are properly stored and
labeled and that the audited medication carts are maintained in a secure manner, (ii) note any findings and recommendations related to such audits to the appropriate Facility Representative, and (iii) in instances where there are such
findings and recommendations, work with the Facility Representative to develop a mutually and reasonably acceptable plan of correction to address the findings and recommendations. 

  

	 	(d)	On a quarterly basis, (i) perform an audit of 50% of the Facility’s medication storage areas by inspecting a sample of medications stored in such areas, on a random basis,
to ensure that the inspected medications are properly stored and labeled, and that the medication room is maintained in a secure manner, (ii) note any findings and recommendations related to the audit to the appropriate Facility Representative,
and (iii) in instances where there are such findings and recommendations, work with the Facility Representative to develop a mutually and reasonably acceptable plan of correction to address the findings and recommendations.


  

	 	(e)	On a quarterly basis, (i) randomly review a sample of medication administrations (commonly called “medication passes”) by 10% of the nursing staff responsible for
administering medications at the Facility, such review to include the timeliness and accuracy of, and documentation related to, such medication administration in light of applicable federal and state regulations and then current medication
administration standards, (ii) note any findings and recommendations arising from such review to the appropriate Facility Representative, and (iii) in instances where there are such findings and recommendations, work with the Facility
Representative to develop a mutually and reasonably acceptable plan of correction to address the findings and recommendations. 

  

	 	(f)	 On a quarterly basis, during a scheduled consulting service visit, attend a Quality Assurance meeting at the Facility to discuss pharmacy-related issues and trends.
(If the 



  

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Facility Operator schedules a quarterly Quality Assurance meeting at a time other than during a scheduled consulting service visit, the pharmacy
consultant’s time in attending the Quality Assurance meeting shall be considered to be an Optional Consulting Service as defined below, and shall be subject to an additional charge.) 


  

	 	(g)	Once every two months, for up to two hours per two month period, provide assistance for the destruction of legend and other drugs in accordance with applicable laws and regulations.
(The pharmacy consultant’s time in performing this service in excess of two hours in a two month period shall be considered to be an Optional Consulting Service as defined below, and shall be subject to an additional charge.)


  

	 	(h)	On a yearly basis, coordinate and conduct two training and educational programs on pharmacy or other medication related issues (each approximately one-hour long) for the
Facility’s staff, covering topics reasonably acceptable to the Facility Operator. 

  

	 	(i)	Continuously throughout the term of the Agreement, administer the formulary management program established by Ceres consistent with the Parties’ common objective that
pharmaceutical product utilization at the Facility be as cost-effective, safe, and clinically sound as possible, without sacrificing quality of care to the residents at the Facility, such formulary management program to include maintenance of a drug
formulary that is clinically and economically sound, and that contains drugs that have been demonstrated to be safe and effective for the geriatric population. 

  

	 	(j)	On an annual basis, institute a one-hour training program at the Facility to enable Facility staff to perform medication cart audits, medication room audits, and medication pass
observations. 

  

	 	(k)	Upon request, provide a reasonable number of copies, but not less than one (1) per nursing station, of the PharMerica Select drug reference to the appropriate Facility
Representative for distribution to Facility staff and physicians. The drug reference material outlines appropriate medications for geriatric patients and the relative cost of the medications. 

  

	 	(l)	On a monthly basis, (i) provide a compliance audit for controlled substances, by auditing a sample of Facility records, focusing on proper reconciliation of Medication
Administration Records, Control Drug Sheets and controlled substances on hand at the Facility, (ii) note any findings and recommendations related to such audit to the appropriate Facility Representative, and (iii) in instances where there
are such findings and recommendations, work with the Facility Representative to develop a mutually and reasonably acceptable plan of correction to address the findings and recommendations. 

  

	 	(m)	Upon notification by the Facility Representative upon initiation of a state survey, assist Facility staff, by phone or, if reasonably determined as prudent by the Facility
Representative and the Pharmacy Representative, in person, in resolving issues related to the state survey process. (If the Facility Operator requests the in person presence at the Facility of a consultant pharmacist from the Pharmacy for the state
survey, such request shall not be unreasonably denied by the Pharmacy Representative.) 

  

 2 









	 	(n)	On a monthly basis, upon completion of the Pharmacy’s consultant pharmacist’s monthly visit to the Facility and before the consultant pharmacist leaves the Facility,
conduct (through the consultant pharmacist) an exit meeting with (i) the facility administrator and/or director of nursing service of the Facility (or their designated representative(s)), and (ii) when the medical director’s schedule
permits, the medical director of the Facility; provided that such meeting may be skipped in any month when, upon completion of the Pharmacy’s consultant pharmacist’s monthly visit to the Facility, Facility personnel listed above are not
available to conduct the exit meeting. 

  

	3.	Optional Consulting Services. The “Optional Consulting Services” at each Facility shall be comprised of pharmaceutical-related consulting services that are outside
the scope of the Standard Consulting Services. Such Optional Consulting Services may include, without limitation, performance of services and/or creation and delivery of reports related to programs at the Facility for cost containment, risk
management, training and education, quarterly drug assessment, and regulatory compliance. PharMerica shall provide Optional Consulting Services as requested by Ceres, to the extent such services are offered by and reasonably available from a
PharMerica Entity. 

  

	4.	Manner of Providing Consulting Services. 

  

	 	(a)	All consultant pharmacists used by PharMerica to provide Consulting Services hereunder shall be licensed pursuant to state law. In providing Consulting Services, the Pharmacy
Operator may use specially trained technicians or nurse consultants in support of the consultant pharmacists. Where permitted by law or regulation, the Pharmacy Operator providing the Consulting Services may utilize non-pharmacists to perform
non-clinical activities, including medication room audits, medication cart audits, compliance audits and other non-clinical activities. 

  

	 	(b)	Upon reasonable request by Ceres, but no more than twice per year, PharMerica shall provide Ceres with documentation describing in reasonable detail the ongoing training and
education provided to PharMerica consultant pharmacists in support of PharMerica’s provision of Consulting Services as set forth in this Schedule C-2. 

  

	5.	Pricing for Consulting Services. 

  

	 	(a)	Pricing for Standard Consulting Services shall be * per “occupied bed” per month, the number of “occupied beds” being equal to the actual number of drug regimen
reviews performed in a month pursuant to Section 2(a) of this Schedule C-2 (but not to exceed one per resident per month). 

  

	 	(b)	Pricing for Optional Consulting Services shall be * per hour for pharmacists, * per hour for nurses, and * per hour for Techs, or such other rate agreed to in advance by PharMerica
and Ceres. 



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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 SCHEDULE C-3 – INFUSION THERAPY SERVICES AND PRICING 
  

	1.	Infusion Therapy Services. The “Infusion Therapy Services” at each Facility shall comprise the services described in subsections (a) and (b) below.


  

	 	(a)	As requested by the Facility Operator from time to time, select and prepare parenteral Products, and provide and maintain infusion administration Products as necessary for
administration of infusion therapy at the Facility, such Products to be delivered on a routine basis 7 days a week during the Pharmacy’s normal business hours, and on an emergency basis, as needed, at any time (except for PICC insertion, which
is not available after normal weekday business hours or on weekends). 

  

	 	(b)	Supply an infusion therapy emergency kit to the Facility and replenish the kit as necessary. Ceres shall ensure that, upon use at the Facility of any supplies contained in an
infusion therapy emergency kit, the appropriate Facility Representative documents (i) the name of the resident, and (ii) the supplies used from the infusion therapy emergency kit, and within 24 hours of such use, delivers such
documentation to the Pharmacy. 

  

	2.	Pricing. 

  

	 	(a)	Ceres shall pay PharMerica for Infusion Therapy Services at the rates determined by the following Infusion Therapy Services Pricing Table. 

  

	 	(b)	Notwithstanding anything to the contrary in the Infusion Therapy Services Pricing Table below, PharMerica shall charge (and Ceres shall pay) a minimum of * for any infusion therapy
Product. 

  

	 	(c)	Pricing for Infusion Therapy Services includes * . 



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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 INFUSION THERAPY SERVICES AND PRICING TABLES 
  

							
	 PRODUCT OR SERVICE
	 	 TRANSACTION #1:
 PRODUCT PRICE
	 	 TRANSACTION #2:
 SUPPLIES
 (CHARGE PER

DAY OF THERAPY
 FOR
STANDARD
 SUPPLIES SET
 FORTH ON THE
 STANDARD IV
 THERAPY
 SUPPLIES
 ATTACHMENT)
	 	 TRANSACTION #3:
 CHARGE PER DAY
 OF
THERAPY
 (PUMP+
 COMPOUNDING
 FEES) (See Note,
 below)

	Hydration	 	 Brand Products:
 Brand Product Price
 Generic Products:
 Generic Product Price
	 	*	 	*
				
	Antibiotics	 	 Brand Products:
 Brand Product Price
 Generic Products:
 Generic Product Price
	 	*	 	*
				
	TPN (Standard formulation with lipids)	 	*	 	*	 	*
				
	TPN (Non-Standard additives)	 	 Brand Products:
 Brand Product Price
 Generic Products:
 Generic Product Price
	 	*	 	*
				
	Misc. therapies (Heparin, Dobutamine, etc.)	 	 Brand Products:
 Brand Product Price
 Generic Products:
 Generic Product Price
	 	*	 	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	 PRODUCT OR SERVICE
	 	 TRANSACTION #1:
 PRODUCT PRICE
	 	 TRANSACTION #2:
 SUPPLIES
 (CHARGE PER

DAY OF THERAPY
 FOR
STANDARD
 SUPPLIES SET
 FORTH ON THE
 STANDARD IV
 THERAPY
 SUPPLIES
 ATTACHMENT)
	 	 TRANSACTION #3:
 CHARGE PER DAY
 OF
THERAPY
 (PUMP+
 COMPOUNDING
 FEES)
 (See Note,
 below)

	Pain Management	 	 Brand Products:
 Brand Product Price
 Generic Products:
 Generic Product Price
	 	*	 	*
				
	Chemotherapy	 	 Brand Products:
 Brand Product Price
 Generic Products:
 Generic Product Price
	 	*	 	*
				
	IV Flushes	 	*	 	N/A	 	N/A

 Note: In a case where a resident receives more than one IV therapy administered through a single pump, PharMerica
will adjust the Transaction #3 charge to Ceres to reflect only one pump charge for the multiple therapies, which pump charge shall be * 
 ANCILLARY IV SERVICES 
  

			
	 PRODUCT OR SERVICE
	 	 PRICE

	Nursing Support (Blood Draw, Port Access, etc.)	 	*
		
	Peripheral IV Insertion	 	 * per insertion during pharmacy’s regular business hours
 * per insertion after hours and weekends

		
	Midline Insertion	 	 * per insertion during pharmacy’s regular business hours
 * per insertion after hours and weekends

		
	PICC Insertion	 	 * per insertion during pharmacy’s regular business hours
 (Not available after hours and weekends)




	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 3 









			
	 STANDARD INFUSION THERAPY SUPPLIES
TABLE

	 ITEM (QUANTITY OF ONE)
	  	 STANDARD USE PER ITEM

	IV START KIT	  	*
		
	DRESSING CHANGE TRAY	  	*
		
	 NEEDLELESS INJECTION CAP
 Routine
Meds/fluids
 Parenteral Nutrition
	  	*
		
	EXTENSION TUBING	  	*
		
	 INFUSION TUBING
 Continuous
 Intermittent
 Parenteral Nutrition
 Lipids only
 Secondary
 Pain Management
	  	*
		
	PERIPHERAL IV CATHETER	  	*
		
	VIAL ADAPTER	  	*
		
	SQ SET FOR PAIN MANAGEMENT	  	 *


  

			
	 ADDITIONAL IV SUPPLIES

	 DESCRIPTION
	  	 PRICE

	Additional IV Supplies	  	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 4 









					
	  	 	 SCHEDULE D – ACCEPTED PLAN
LIST

	  	 	 INSURANCE COMPANY
	  	PBM
		 	*	  	*            
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 1 









					
	  	 	 SCHEDULE D – ACCEPTED PLAN
LIST

	  	 	 INSURANCE COMPANY
	  	PBM
		 	*	  	*            
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 2 









					
	  	 	 SCHEDULE D – ACCEPTED PLAN
LIST

	  	 	 INSURANCE COMPANY
	  	PBM
		 	*	  	*            
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 3 









					
	  	 	 SCHEDULE D – ACCEPTED PLAN
LIST

	 	 	 INSURANCE COMPANY
	  	PBM
		 	*	  	*            
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*
		 	*	  	*



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 4 








 SCHEDULE E – ELECTRONIC MEDICATION MANAGEMENT SYSTEM (EMMS) 
  

	1.	Formation of Executive Technology Steering Committee. No later than 60 days from the Effective Date, each of PharMerica and Ceres shall appoint no less than 3 senior-level
employees to serve as their respective representatives on the Executive Technology Steering Committee (“Committee”), one of whom shall be designated by, as applicable, PharMerica and Ceres as a “Team Leader.” The general purpose
of the Committee shall be to oversee the development and implementation of the Electronic Medication Management System (“EMMS”) for and at the Facilities. The respective representatives designated by each of PharMerica and Ceres must
possess, collectively, significant expertise in Information Technology (including Product Development), Operations and Clinical Services. 

  

	2.	Responsibilities of the Committee. The Committee shall: 

  

	 	(a)	Meet regularly at times and locations determined jointly by the two Team Leaders. 

  

	 	(b)	As an initial matter, perform a detailed review and analysis of the EMMS, including: 

  

	 	(i)	The interoperability of the EMMS with the Ceres Parties’ computer platform and any separate computer systems at the Facilities; and 

  

	 	(ii)	Necessary Internet connectivity and technical infrastructure required for the Ceres Parties’ to implement and use the EMMS at the Facilities. 

  

	 	(c)	Develop by a targeted date of October 31, 2006 for written approval by PharMerica and Ceres as provided in paragraph 7, a technology white paper (the “Technology
Roadmap”) regarding (i) the technological objectives of PharMerica and Ceres under the Agreement to which this Exhibit E is attached, (ii) the benefits which would be realized by PharMerica, Ceres and the patients they serve on a
joint basis through achievement of these objectives, (iii) the manner in which these objectives can be met and these benefits realized by implementation of the EMMS at the Facilities, and (iv) key issues facing PharMerica and Ceres in
achieving these objectives and benefits through implementation of the EMMS at the Facilities (such as timing, necessary resources, computer platform deficiencies, connectivity requirements, future interface requirements, and capital requirements).


  

	 	(d)	Once each of PharMerica and Ceres has formally approved the Technology Roadmap as provided in paragraph 7, complete by a targeted date of November 30, 2006 for written approval
by PharMerica and Ceres as provided in paragraph 7, a detailed written work plan (the “Work Plan”) for integration and operational implementation of the EMMS at the Facilities, including recommended resources required from PharMerica and
Ceres to assure timely achievement of the Work Plan. 

  

	 	(e)	Once each of PharMerica and Ceres has formally approved the Work Plan as provided in paragraph 7, complete by a targeted date of December 31, 2006 for written approval by
PharMerica and Ceres as provided in paragraph 7, an implementation schedule (the “Implementation Schedule”) for the actual installation and operation of the EMMS at the Facilities, which shall not commence any earlier than February 1,
2007 and shall be done in a mutually-acceptable, staged manner based on priority Facility designations. 

  

	 	(f)	Communicate the Technology Roadmap, the Work Plan and the Implementation Schedule to appropriate members of senior management at each of PharMerica and Ceres, address any questions
received from management and work with management to obtain final written approval of each such document on a timely basis to allow achievement of the next milestone by the targeted date specified above. 



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.










	 	(g)	Form, designate appropriate personnel to, oversee the activities of, and serve as a resource for, the “Regional Rollout Teams” described in the following paragraph.


  

	3.	Designation of Regional Rollout Teams. Once each of Ceres and PharMerica has formally approved the Technology Roadmap, the Work Plan and the Implementation Schedule in
writing as provided in paragraph 7, the Committee shall form no less than two regional “Rollout Teams” and appoint appropriate representatives (in number and by training and expertise) to such Rollout Teams to assist with, and support
implementation and operation of, the EMMS at the Facilities in accordance with the Work Plan and the Implementation Schedule. Among other responsibilities, the Rollout Teams shall: 

  

	 	(a)	Provide oversight of the installation of the EMMS at the designated Facilities and appropriate testing of the functionality of the EMMS before going “live”;


  

	 	(b)	Work to eliminate any identified obstacles to the scheduled installation and operation of the EMMS at the designated Facilities generally or at any one designated Facility
particularly; 

  

	 	(c)	Assure that each of PharMerica and the applicable Ceres Party is meeting its respective responsibilities as provided in the following provisions of this Schedule E, particularly in
connection with training resources and required hardware at each designated Facility; and 

  

	 	(d)	Provide periodic written reports to the Committee regarding the deployment of the EMMS throughout the designated Facilities, including, without limitation, any obstacles to the
timely installation and operation of the EMMS at the designated Facilities generally or at any one designated Facility particularly. 

  

	4.	PharMerica Responsibilities: 

  

	 	(a)	Provide the following hardware in accordance with Section 7(c) of the Agreement, at no additional cost or expense to Ceres after consultation with the applicable Regional
Rollout Team regarding quantity required. 

  

	 	    	* 

  

	 	    	* 

  

	 	    	* 

  

	 	(b)	If applicable, provide router(s) to the Facility for a secure VPN (virtual private network) connection between the Facility and the EMMS data center operated by PharMerica
(“System Data Center”). 

  

	 	(c)	Provide training for the initial implementation of the EMMS at the Facility in such manner and using such personnel as deemed necessary by PharMerica in its reasonable discretion
after consultation with the applicable Regional Rollout Team. In this regard, PharMerica shall: 

  

	 	(i)	Only be required to provide a total of * of such training per Facility in conjunction with the implementation of the EMMS at the Facility; and 

  

	 	(ii)	Make additional training available to the Ceres Parties at the cost of * per trainer per day plus expenses. 



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 2 









	 	(d)	Provide appropriate technical support as reasonably determined by the PharMerica. 

  

	5.	Ceres Parties Responsibilities. At each of the Facilities, as a prerequisite to the installation of the EMMS at the Facility, Ceres shall: 

  

	 	(a)	At a minimum, provide the following equipment as is necessary for the implementation and use of the EMMS at each nursing station and any other Ceres defined site of access in the
Facility. 

  

	 	    	* 

  

	 	    	* 

  

	 	(b)	Provide the minimum requirements established by PharMerica for a secure, high speed internet connection between the Facility and the System Data Center, or other alternative
connections or infrastructure that are acceptable by PharMerica. 

  

	 	(c)	Provide not less than one full-time employee to oversee the implementation and use of the EMMS at the Facility. 

  

	 	(d)	Use the EMMS to (i) process all eligible physician orders, and (ii) complete all drug reconciliation, for the drug Products provided by PharMerica for a
resident of the Facility. 

  

	 	(e)	Assure that Facility staff is available for training at the times set forth on the Implementation Schedule. 

  

	 	(f)	Designate not less than one employee who will be responsible for ongoing training at each Facility regarding use of the EMMS at the Facility (after PharMerica completes the initial
training contemplated by paragraph 4(c)). 

  

	6.	Recognition of Citrix Environment. PharMerica recognizes that the Ceres Parties use Citrix products as part of the information technology environment at the Facilities, and
will use commercially reasonable efforts to assure that the EMMS is compatible with such environment. 

  

	7.	Miscellaneous Agreements. Notwithstanding any contrary provision in this Schedule E or the Agreement to which this Schedule E is attached, PharMerica and Ceres acknowledge
and agree that the planning for, installation of and ongoing oversight of the EMMS requires considerable dedicated resources, both personnel and technology, and that, without the fulfillment by the other of the other’s commitments contained in
this Schedule E, the EMMS cannot be installed and operated successfully at the designated Facilities. In amplification of the foregoing, PharMerica shall not be responsible for any delays in implementing the EMMS caused by the failure of a Ceres
Party to satisfy the requirements imposed on the Ceres Parties under this Schedule E in a timely manner provided (a) PharMerica notifies Ceres promptly following a failure by a Ceres Party to meet any such requirement, and (b) the Ceres
Party fails to correct such failure within sixty (60) days following such notice. None of the Technology Roadmap, the Work Plan or the Implementation Schedule shall be binding on PharMerica and Ceres until approved in writing by the respective
chief executive officer of PharMerica and Ceres, which approval shall not be unreasonably withheld, conditioned, or delayed. All disputes regarding this Schedule E shall be resolved in accordance with the applicable provisions of the Agreement to
which this Schedule E is attached. 



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 3 








 SCHEDULE F – SAMPLE PHARMACY BILLING STATEMENT 
 PharMerica [LOGO] 
  

							
	DUE FROM:	  	 TEST HOME
 BROCKTON
 BROCKTON, MA
	  	REMIT TO:	  	 PHARMERICA
 PO BOX 409251
 ATLANTA, GA 30384-9251
 800-966-3000


 31111-UB17 
 IMPORTANT: PLEASE RETURN THIS PAGE WITH PAYMENT 
 OPEN INVOICE LISTING AS OF 6/30/06 
 (** = PAST DUE) 
 ACCOUNT NUMBER: 7108-002-00002 

 

												
	INV DATE	  	INVOICE#	  	INVOICE
AMOUNT	  	AMOUNT
DUE	 	 	DUE DATE	  	INDICATE
REMIT AMT
	6/30/2006	  	710800260630	  		  			 	8/29/06	  	  

						
	5/31/2006	  	710800260531	  	3.72	  	3.72	 	 	7/30/06	  	  

						
	4/30/2006	  	710800260430	  	3.72	  	3.72	**	 	6/29/06	  	  

						
		  	TOTAL:	  		  			 		  	  


 PLEASE SEND TO PHARMERICA A COMPLETED REQUEST FOR CORRECTION TO PHARMACY INVOICE FORM 
 710808000020000000000749D 







 SCHEDULE H – SERVICE LEVEL AGREEMENTS 
 The table below sets forth the Service Level Agreements to be met by Pharmacy Operators in carrying out this Agreement and the associated monetary
penalty (“Monetary Penalty”) BEI/GG may recover for each violation by PharMerica or another Pharmacy Operator of the corresponding Service Level Agreement. 
  

					
	 	  	 SERVICE LEVEL AGREEMENT
	  	 MONETARY
 PENALTY

	1.	  	A Pharmacy Operator providing Products and Services to a Facility will be accountable for each pharmacy-related F-Tag (F425, F426, F427, F428, F429, F430, F431 or F432) imposed on a Facility due
to the errors or omissions of the Pharmacy Operator (if the Facility Operator reasonably takes into account the Pharmacy Operator’s position regarding the occurrence in any response or plan of correction prepared by the Facility
Operator)	  	*per incident
	2.	  	PharMerica will conduct a drug regimen review (DRR) of each Facility, no less frequently than monthly, as provided in Section 2(a) of the Consulting Services and Pricing Schedule	  	*per incident
	3.	  	PharMerica will conduct a medication cart audit at each Facility, no less frequently than quarterly, as provided in Section 2(c) of the Consulting Services and Pricing Schedule	  	*per incident
	4.	  	PharMerica will conduct a medication room audit of each Facility, no less frequently than quarterly, as provided in Section 2(d) of the Consulting Services and Pricing Schedule	  	*per incident
	5.	  	PharMerica will conduct a medication administration review (commonly called a “medication pass”) at each Facility, no less frequently than quarterly, as provided in Section 2(e) of the
Consulting Services and Pricing Schedule	  	*per incident
	6.	  	If a Facility Representative submits an emergency (STAT) medication order directly to licensed pharmacists at the Pharmacy by telephone, the medication will be delivered no later than 4 hours
after the order is received (i) by delivery from the Pharmacy, (ii) by delivery from a back up pharmacy designated by the Pharmacy, or (iii) through the Facility Operator’s use of the STAT cabinet (as directed by the pharmacist)	  	*per incident
	7.	  	If a Facility Representative submits, by fax, to the Pharmacy a request to replace the STAT cabinet at the Facility, the Pharmacy will replace the STAT cabinet (i) as soon as is possible but in
all events no later than 24 hours after receipt of the fax, and (ii) without any expired medications.	  	*per incident
	8.	  	Participate in quarterly business review with Ceres in the manner and scope set forth in Section 5(f)(ii) of the Agreement.	  	*per incident



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  







 SCHEDULE I – FORM OF ACKNOWLEDGMENT AND JOINDER AGREEMENT 
 This Acknowledgment and Joinder Agreement (this “Agreement”) is made as of the     day of
            , 2006, between PHARMERICA, INC. (“PharMerica”), a Delaware corporation, and
                     (“Company”), a [            ]. Capitalized
terms that are not defined in this Agreement shall be as defined in the Pharmacy Services Agreement (the “Pharmacy Services Agreement”) dated as of July 1, 2006, between PharMerica and Ceres Strategies, Inc. (“Ceres”).

 RECITALS 
 A.
The Pharmacy Services Agreement requires that each Company that is a Ceres Party executes an Acknowledgment and Joinder Agreement under which it agrees to perform, or cause to be performed, each and every task that Ceres or a Ceres Party is
obligated to perform under the Pharmacy Services Agreement. 
 B. Company is a Ceres Party, for purposes of the Pharmacy Services
Agreement, and is willing to enter into and deliver this Agreement in compliance with the terms of the Pharmacy Services Agreement. 
 C.
Company Controls, operates, leases, subleases or manages the Facilities listed in Schedule A-2 to this Agreement (the “Existing Facilities”) and may Control, lease, sublease, operate or manage other Facilities during the term of this
Agreement (the “Future Facilities”). 
 OPERATIVE TERMS 
 In consideration of the substantial benefits to Company from the Pharmacy Services Agreement, the receipt and sufficiency of which Company acknowledges,
Company agrees as follows: 
 1. Company shall perform, or cause to be performed, each and every task and obligation that it is
required to perform under this Agreement or that a Ceres Party is required to perform under the terms of the Pharmacy Services Agreement. Wherever, in the Pharmacy Services Agreement, any covenant or agreement is made by one of more of the Ceres
Parties or Facility Operators, any action is required to be taken by one or more of the Ceres Parties or Facility Operators, or Ceres is required or permitted to cause another Ceres Party or Facility Operator to perform a covenant or agreement,
Company agrees to be jointly and severally responsible and liable, together with the other Ceres Parties, for the performance of such covenant and agreement, except in any instance in which the Pharmacy Services Agreement expressly provides for
joint (rather than joint and several) responsibility or liability, in which instance, Company agrees to be jointly responsible and liable, together with the other Ceres Parties, for the performance of the applicable covenant or agreement. Wherever,
in the Pharmacy Services Agreement, any representation or warranty is made by one of more of the Ceres Parties, Company agrees to be jointly and severally responsible and liable, together with the other Ceres Parties, for the breach of such
representation or warranty. In the event that any of such covenants, agreements representations or warranties has been breached, such covenant, agreement, representation or warranty shall be deemed to have been breached by Company and the other
Ceres Parties jointly and severally, except in any instance in which the Pharmacy Services Agreement expressly provides that a covenant or agreement is made jointly (rather than jointly and severally), in which instance, the Company shall be jointly
responsible and liable, together with the other Ceres Parties, for such breach. 
 2. Except as to sales, leases or other transfers
expressly permitted by Section 21(a)(vii) of the Pharmacy Services Agreement, in the event that Company conveys, transfers or assigns to an Affiliate a Facility or the right to Control, lease, sublease, operate or manage a Facility, Company
shall cause such Affiliate to execute and deliver promptly to PharMerica an Acknowledgment and Joinder Agreement with respect to such Affiliate and Facility (containing the same terms as this Agreement except for the substitution of the appropriate
date of execution and insertion of the names of the Affiliate and Facility). 
 3. Company hereby grants to Ceres a power of attorney,
coupled with an interest, to represent and bind Company in connection with all matters related to the Pharmacy Services Agreement and this Agreement including, without limitation, granting any waivers of any of the terms of the Pharmacy Services
Agreement and this Agreement, entering into any amendments or modifications of the Pharmacy Services Agreement or this Agreement, and representing and acting on behalf of Company in any dispute resolution procedures under Section 22 of the
Pharmacy Services Agreement or any litigation relating to the Pharmacy Services Agreement or this Agreement. 
  

 1 








 4. Company shall not take any action that is contrary to or that breaches any covenant or
agreement of a Ceres Party in the Pharmacy Services Agreement. 
 5. Except to the extent permitted by Section 21 of the Pharmacy
Services Agreement, without the prior written consent of PharMerica, the Company shall not assign any of its rights or delegate any of its duties or obligations under this Agreement, in whole or in part. Except to the extent permitted by
Section 23(c)(ii) of the Pharmacy Services Agreement, without the prior written consent of Ceres, PharMerica shall not assign any of its rights or delegate any of its duties or obligations under this Agreement, in whole or in part.
Notwithstanding any provision in this Agreement to the contrary, a PharMerica Change of Control shall not be deemed to constitute an assignment by PharMerica of it rights under this Agreement. Without the prior written consent of Ceres, PharMerica
shall be permitted to assign its rights under this Agreement to any PharMerica Affiliate; provided, however, that such assignment shall not relieve PharMerica of any of its duties or obligations under the Pharmacy Services Agreement.

 6. This Agreement shall be construed in accordance with Delaware law, without regard to conflicts or choice of law principles
that would result in the application of the laws of any other jurisdiction. No waiver of any of the terms of this Agreement shall be effective unless in writing and signed by the waiving party (or Ceres, in the case where Company is the party
granting the waiver). A waiver by either party (or Ceres, in the case where Company is the party granting the waiver) of a breach or failure to perform this Agreement shall not constitute a waiver of any subsequent breach or failure. This Agreement
cannot be changed or modified except by a written amendment signed by both parties or by PharMerica and Ceres. This Agreement together with the Pharmacy Services Agreement includes the complete agreement between the parties and supersedes all
previous agreements and understandings (whether verbal or in writing) related to the subject matter of this Agreement. Any dispute with respect to this Agreement or Company’s performance under this Agreement shall be treated as a dispute
between PharMerica and the Ceres Parties under Section 22 of the Pharmacy Services Agreement rather than being resolved or litigated separately by PharMerica and Company. 
 7. In the event of any conflict between this Agreement and the Pharmacy Services Agreement, the applicable provisions of the Pharmacy Services
Agreement shall control. 
  

									
	“PharMerica”	 		  	“Company”
			
	 PharMerica, Inc.,
 a Delaware
corporation
	 		  	 [                                      
  ,
 a
                                     
 ]

			
	  
	 		  	  

	Name:	 	  
	 		  	Name:	 	  

	Title:	 	  
	 		  	Title:	 	  


  

 2 








 

 
 SCHEDULE J – PAYOR FLOWCHART 
 

 
 Process subject to change as needed 
 pharmerica.com/MedD 
  

							
		 	MedicarePartD@pharmerica.com	 	1-877-RxMeds1 (1-877-796-3371)	 	








 SCHEDULE K - ADJUDICATION METRICS 
 Adjudication Metrics - Currently In Effect (7/1/2006) 
 Price correction 
 Duplicate claims rejection 
 * 
 Refill too soon 
 Scripts> * reject with exceptions 
 Exceptions:* 
 EPO>* 
 Qty limits 
 * 
 * 
 * 
 * 
 Metric qty per NCPDP standards 
 Therapy duration for* 
 * 
 OTC—use house stock 
 * 
 * 
 Generic Mandate—DAW3 and DAW8* 
 * 
 Adjudication Metrics—Possible Additional 

Expanding house stock items 
 PPI’s—* 
 * 
 * 
 * 
 * 
 * 
 * 
 * 
 Inexpensive price point—* 
 Med D restriction for* 


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.









 SCHEDULE L 

 Example of “Blended AWP Pricing” and Comparison to “Ceres Price” 


	1	Starting point for comparison: “Ceres Price” 

  

											
		  	Brand Product Price	  		  	*	  		  	
		  	Dispensing Fee	  		  	*	  		  	

  

	2	For purposes of example, assume the following: 

  

									
	 a)      PharMerica has a corporate customer with a LTC provider with 5,000 licensed skilled
nursing beds

			
	 b)      the providers facilities are in three different states
	    	*	 	
	
	 c)      the price for Brand Products for that customer is governed by separate state Medicaid
programs

		
	 d)      Brand Product reimbursement for each state is as follows
	 	

  

											
		  	 State A
	  	*	  		  		  	
		  	 State B
	  	*	  		  		  	
		  	 State C 
	  	*	  		  		  	

  

	3	The assumed contract in 2 above constitutes a “PharMerica Chain Customer Contract” 

  

	4	The “Blended AWP Pricing” under this PharMerica Chain Customer Contract is determined as follows: 

  

									
	 a)      establish weighted discount for Brand Product price.


  

											
	 	  	 A
	  	 B
	  	 C
	  	 (B X C)
	  	 
	 State
	  	 Beds
	  	 % of total beds
	  	 Medicaid dsct.
	  	 Weighted dsct.
	  	 
	A	  	2,500	  	*	  	*	  	*	  	
	B	  	1,500	  	*	  	*	  	*	  	
	C	  	1,000	  	*	  	*	  	*	  	
		  	 	  	 	  	 	  	 	  	
		  	5,000	  	*	  		  	*	  	

  

									
	 b)      establish weighted dispensing fee.


  

											
	 	  	 A
	  	 B
	  	 C
	  	 (B X C)
	  	 
	 State
	  	 Beds
	  	 % of total beds
	  	 dispensing fee
	  	 Weighted dsct.
	  	 
	 A
	  	2,500	  	*	  	*	  	*	  	
	 B
	  	1,500	  	*	  	*	  	*	  	
	 C
	  	1,000	  	*	  	*	  	*	  	
		  	 	  	 	  	 	  	 	  	
		  	5,000	  	*	  		  	*	  	*

 THEREFORE, Blended AWP Pricing under this PharMerica Chain Customer Contract is 
 * 
  

	5	Calculate average undiscounted AWP to Ceres for Brand Product (other than IVs) per Rx for Facility utilization based on the previous 90 day Brand Product (other than IVs)
dispenses 

  

	6	Use average undiscounted AWP to Ceres per Rx as calculated in “5” (assume $100 for this example to see if Ceres Price is better than that under this PharMerica
Chain Customer Contract 



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.










					
	 Ceres Price
	    	 *
	 	
	equals	    	 *
	 	 *

			
	 Other Account
	    	 *
	 	
	equals	    	 *
	 	 *


  

	7	Result: In this example, the Blended AWP Pricing is higher than the Ceres Price resulting in no change 



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.