rmti_Ex10_39


		
			EXHIBIT 10.39
		

		
			SECOND AMENDMENT TO FIRST AMENDED
		

		
			AND RESTATED PRODUCTS PURCHASE AGREEMENT
		

		
			This Second Amendment to First Amended and Restated Products Purchase Agreement (the “Second Amendment”) is entered into as of the 1st day of February, 2019 (“Second Amendment Effective Date”) by and between DaVita Inc. (fka DaVita Healthcare Partners Inc.), a Delaware corporation having a principal place of business at 2000 16th Street, Denver, Colorado 80202 (“DaVita”) and Rockwell Medical, Inc., a Michigan corporation with a principal place of business at 30142 Wixom Road, Wixom, Michigan 48383 (“Rockwell”)  (each a “Party” and collectively, the “Parties”).
		

		
			WHEREAS, the Parties entered into that certain First Amended and Restated Products Purchase Agreement effective as of May 8, 2013 regarding Rockwell’s desire to sell to DaVita, and DaVita’s agreement to purchase from Rockwell, certain Products in accordance with the terms and conditions set forth therein and the First Amendment to First Amended and Restated Products Purchase Agreement effective as of January 1, 2019 (collectively, the “Agreement”); and
		

		
			WHEREAS, the Parties desire to amend the Agreement in accordance with the terms and conditions set forth in this First Amendment; and
		

		
			NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree to the foregoing and as follows:
		

		
			1.     Section 2.1  (“Term”) of the Agreement is deleted in its entirety and replaced with the following:
		

		
			“3.1        Term.  This Agreement shall commence on the Effective Date and continue in full force and effect through June 30, 2019 (the “Initial Term”) unless earlier terminated in accordance with the provisions of this Article II.”
		

		
			2.     Entire Agreement.  Except as expressly modified herein, all other terms and provisions of the Agreement shall continue in full force and effect.  In the event of any conflict or ambiguity between this Second Amendment and the Agreement (or any exhibit or attachment to the Agreement), this Second Amendment shall govern and control with regard to the subject matter contained herein.  Terms capitalized but not defined herein shall have the meaning ascribed to them in the Agreement.
		

		
			IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this First Amendment as of the Second Amendment Effective Date.
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						DAVITA INC.

					
					
						    

					
					
						ROCKWELL MEDICAL, INC.

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ LeAnne Zumwalt

					
					
						 

					
					
						By:

					
					
						/s/ Anne Boardman

				
	
					
						Name:

					
					
						LeAnne Zumwalt

					
					
						 

					
					
						Name:

					
					
						Anne Boardman

				
	
					
						Title:

					
					
						Group Vice President

					
					
						 

					
					
						Title:

					
					
						VP

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						APPROVED AS TO FORM

					
					
						 

					
					
						 

					
					
						 

				
	
					
						DAVITA INC.

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Shannon M. Bragg

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						Shannon M. Bragg

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						Assistant General Counsel

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		


		 


		

			 

		


			

					

						 


					

					

						 


				
	

					

						Second Amendment


					

					

						DaVita Confidential & Proprietary


				
	

					

						DaVita Inc. / Rockwell Medical, Inc.


					

					

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