**Exhibit10.10**

 

*** CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND

FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE

COMMISSION PURSUANT TO RULE 24B-2 OF THE

SECURITIESEXCHANGE ACT OF 1934, AS AMENDED

 

 
| National  Community  Pharmacists Association  100 Daingerfield Road  Alexandria, VA 22314 |   | Community Pharmacy  Ventures, Inc.  100 Daingerfield Road  Alexandria, VA 22314 |              | Community MTM  Services, Inc.  100 Daingerfield Road  Alexandria, VA 22314 |
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|                                                                                      |   |                                                                                 |              |                                                                            |
|                                                                                      |   |                                                                                 | May 3,  2007 |

 

Mr. RichardBarasch

UniversalAmerican Financial Corporation

6International Drive, Suite 190

RyeBrook, NY 10573

 

DearRichard:

 

Weare writing to you as a follow up to the discussions that we have had with you.As you know, the National Community Pharmacists Association (NCPA) is committedto enhancing the role of the community pharmacists in the delivery of healthcare. To achieve that goal, NCPA identifies opportunities for communitypharmacists to provide specialized patient care services, including programsdesigned not only to yield clinical benefits for patients but also to generatecost savings for patients, payors, and providers. Community Pharmacy Ventures, Inc.,which is a wholly owned subsidiary of NCPA (CPVI), is committed to assistingpharmacists in better serving their patients by identifying opportunities toform alliances and implement specialized programs with health plan sponsors.Community MTM Services, Inc., also a wholly owned subsidiary of NCPA(CMTM), is building the electronic technology platform over which theseprograms will be managed and delivered.

 

Weare presently in the process of discussing with MemberHealth, Inc. (MHRX)an amendment (the “Amendment’) to the October 21, 2005 agreement (the“Subcontract”) between it and CCRX, which CCRX subsequently assigned in part toNCPA and in part to CPVI. Among other things, the Amendment contains NCPA’s andCPVI’s approval of your merger with MHRX, an extension of the Subcontractthrough December 31, 2015, an 18-month NCPA marketing non-compete posttermination of the Subcontract, and a mutual exclusivity provision which webelieve will be mutually rewarding. We are therefore writing to you to confirma framework for a strategic alliance with you, something to which we attachimportance to and to which we believe you will also attach importance.

 

Beloware the terms of a strategic alliance which we at NCPA and CPVI considercritical. Please sign this letter where indicated below to confirm yourcommitment to the strategic alliance and your agreement to the arrangements setout in this letter.

 

1.You agree that from and after your acquisition of MHRX,you and we (i.e., NCPA and its affiliates) will periodically consider, in goodfaith, the feasibility of adding all of your and your

 
| THE VOICE OF THE COMMUNITY PHARMACIST | 100  Daingerfield Road  Alexandria, VA 22314-2888  (703) 683-8200 **PHONE**  (703) 683-3619 **FAX** |
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affiliates’Medicare programs that contain a prescription drug benefit to the Scope ofWork, as applicable, contained in the Subcontract.

 

2.  Youagree that you will structure specifically-branded Medicare Advantage programs(“NCPA MA Programs”) that include clinically appropriate services provided bypharmacists, with payment arrangements that align incentives, so that thepharmacists are appropriately paid for the services that they may provide, andCPVI is paid for services that it may provide in connection with any NCPA MAPrograms.

 

(a)  To give effect to this, you will submit a bid to theCenters for Medicare and Medicaid Services (“CMS”) for the 2008 year for one ormore Medicare Advantage programs specifically designed to align the interestsof the physician, pharmacist, plan and beneficiary under which the pharmacistwill have a clinically appropriate role in maintaining the health of thepatient and managing the overall medical costs of the plan through meaningfulclinical interventions to be developed between you (or your affiliate,including but not limited to MHRX) and CPVI. For 2008 and later years duringthe strategic alliance, you will consult with NCPA to maximize your and ourability to implement these arrangements in light of applicable federalreimbursement and program policies. Notwithstanding the foregoing, but subjectto paragraph 3 below, you (or your affiliate, including but not limited toMHRX) will have the final authority for all pricing and reimbursement decisionsand policies, depending upon, among other things, your product bid with CMS.

 

(b)  NCPA MA Programs using the CMTM platform will be addedto the Scope of Work, as applicable, contained in the Subcontract for thedevelopment and provision of pharmacist related to the clinical programs.

 

(c)  You agree that you will provide the retail pharmacieswith written materials for distribution in such pharmacies that describe onlythose NCPA PDP and MA Programs (and other products mutually agreed upon) thatinclude a pharmacy drug component, including products sold with the involvementof brokers, and any and all products or programs sold through MHRX, that wouldutilize the CMTM platform, if appropriate.

 

(d)  You will consider, in good faith, using pharmacists,through the CMTM platform, for the provision of clinically appropriate servicesfor all of your new business growth outside of MHRX (other than thatnecessarily associated with the businesses of any other companies you acquire).

 

(e)  Everything outlined in this Section 2 shall bestructured in a way to give full effect to patient freedom of choice andconsistent with all disclosure requirements.

 

3.  Inorder to give support and effect to the proposed clinical initiatives outlinedin Section 2 above, you have agreed to fund NCPA’s development of programsthat can be implemented by retail pharmacies having a goal of long termbeneficial impact on your medical loss ratio through the promotion of betterhealth, the enhancement of quality of care to beneficiaries through theclinical involvement of pharmacists in the overall healthcare process and themost appropriate use of cost effective medications (the “Programs”). ThePrograms will be designed by NCPA, with your input,

 

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takingadvantage of our skills, technology and expertise. The Programs will include acomponent whereby CPVI will introduce the Programs to retail pharmacies andconduct education about the benefits of the Programs. We will mutually agree onthe Program’s development, project scope and direction.

 

(a)  Payment for development of the Programs will be asfollows:    ***   . These payments are based on our bestassessment of the time and resources needed in development of the Programs.

 

(b)  As a maintenance charge to keep the databases inconnection with NCPA MA Programs, you will pay CMTM    ***   .

 

(c)  The trademark or trademarks that NCPA owns now or duringthe continuation of this relationship and which have a brand association withNCPA (collectively, the “Mark”) will be only used by you and your affiliatesfor the NCPA MA Programs, and the PDP under the Subcontract. The Mark may beused for products or services of others if and to the extent you provide suchservices or products through CMTM, CPVI and pharmacists. As a license fee forthe use of the Mark, you will pay NCPA    ***   .The terms of use of the license will otherwise be those presently set out inthe Subcontract.

 

(d)  Through a program which is compliant with all applicablegovernmental regulation, we shall jointly develop and assist in theimplementation of a consolidated marketing plan to market the NCPA MA Programs,PDPs and any other products we mutually agree upon in accordance with the termsand conditions of the Subcontract relating to the marketing budget. As itrelates to PDP and MA PDP plans, it is understood that only PDP and MA PDPplans that are appropriate for pharmacy based marketing will be included inthis initiative. Nothing contained herein shall be construed to prevent aMedicare beneficiary from enrolling in any PDP or MA-PD of the enrollee’schoosing or to prevent you from providing information to a Medicare beneficiaryin response to such beneficiary’s request. The marketing, communication budgetand procedures as provided for under the Subcontract will remain unchanged andwill apply to this initiative.

 

(e)  Payments pursuant to this Section 3 shallconstitute your sole liability to NCPA, CPVI and/or CMTM for fees, expensereimbursements, royalties and all other similar fees for the matters covered inthis letter. The time, materials and pharmacy services payments under theSubcontract for the medication therapy management (MTM) services are notincluded in this limitation and will continue separately under the Subcontract,and payments for the implementation and administration other proposed programsnot yet under contract are similarly not included in this limitation and willbe governed by the contracts entered into in connection with those programs,if, as and when such contracts are entered into. With

 

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respectto the payments under the Subcontract that are limited hereby, any existingpayment terms with respect thereto under the Subcontract (including but notlimited to the Statement of Work, Compensation Attachment and all otherattachments, exhibits, schedules and appendices) shall be null and void,unenforceable and of no legal effect.

 

4.               You agree thatonly NCPA MA Programs, PDPs and other products mutually agreed upon by both youand us will be marketed and sold by your agents in the retail pharmacies inwhich such agents will be located. Such agents will have the right to makeappointments with consumers outside of the retail pharmacies to discuss anyother insurance product that fit the needs of such consumers. Outside of theretail pharmacies and in your ordinary course of business, we also recognizeyour right to offer any insurance product to any of your policyholders,including but not limited to policyholders who are NCPA MA Program and PDPenrollees.

 

5.               We agree toexecute the Amendment to the Subcontract incorporating the terms contained inthis letter.

 

6.     ***   .

 

7.  You and NCPA will actively consult with each other toimplement these agreements.

 

(a)  You and NCPA will continue to use, and as appropriateappoint new representatives to, the Board of Advisors currently in place withMHRX, to explore how best to advance our relationship. The charter for thegroup will be expanded to explore how best to use our member retail pharmacies,our CMTM network and our expanded intervention platform to positively impact (i) thehealth of our beneficiaries, (ii) drug costs and (iii) the overallmedical costs to the plan, as well as related issues such as costs,compensation for services, benefit designs, and areas of program.

 

(b)  In determining the nature and extent of the NCPA MAPrograms, in implementing the NCPA MA Programs, and in addressing issuescontemplated by 2(d) you will involve us, to the extent consistent withyour business judgment, applicable law and regulation, providing

 

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uswith detailed information, and will take account of our feedback. This willgive you the ability to give us design information, including applicablereimbursement rates and regulatory constraints, and will give us an opportunityto help you design to those parameters, to allow us to implement the alliancein a way that benefits all stakeholders. This information will include allinformation relevant to federal reimbursement policies and their impact on anyof the arrangements agreed to in this letter. However, the final decisions forall design, pricing and reimbursement issues shall reside with you (or youraffiliate, including but not limited to MHRX) in your or its sole discretion.

 

8.  In consideration for your promises and agreements herein,NCPA agrees that during the term of the strategic alliance and for eighteenmonths after its termination, it will not market or promote any Medicare plans  or other senior market health insuranceproducts other than yours, in recognition of the importanceof the strategic alliance and the value to you of the NCPA MA Program and PDPbusiness.   ***   . You recognize that CMTM is developingtechnologies that are intended to be an industry wide platform, neutral as toproducts or participants, that needs to achieve critical mass of use bypharmacists and others to be of value, and will be not be under any businessconstraint.

 

9.  In the event any of the foregoing provisions do notcomply with applicable law, you agree to renegotiate such provisions in orderto make such provisions compliant with all applicable laws.

 

10.  If any provision of this Agreement is determined by theparties, by a court, or by another governmental authority to be in violation ofapplicable law, such provision will be severed from this Agreement and allother provisions of this Agreement will remain in full force and effect.

 

Please confirm your agreement to the foregoing by signing this letterbelow. We believe that a strategic alliance between our organizations willprove nothing less than historical and fruitful for all involved. We lookforward to a long and mutually beneficial relationship with you, and wish youthe best in your merger with MHRX.

 

Yourssincerely,

 

 
| /s/  Bruce T. Roberts                                                                   |   | /s/ Kurt Proctor                                                 |   | /s/ Donald Hackett                                                          |
|-----------------------------------------------------------------------------------------|--------|------------------------------------------------------------------|--------|-----------------------------------------------------------------------------|
| Bruce  T. Roberts  Chief Executive Officer  National Community  Pharmacists Association |   | Kurt Proctor  President  Community Pharmacy  Ventures, Inc. |   | Donald Hackett  Chief Executive Officer  Community MTM  Services, Inc. |

 

Acceptedand Agreed.

 
| By:    | /s/  Richard A. Barasch |                |
|--------|-------------------------|---------------------|
|   | Name:                   | Richard  A. Barasch |   |
|   | Title:                  | CEO                 |   |

 

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