AMENDMENT
This agreement, dated July 11, 1997, by and between IntegraMed America,
Inc., a Delaware Corporation with its principal place of business at One
Manhattanville Road, Purchase, New York 10577 ("INMD"), Reproductive Sciences
Medical Center, Inc., a California professional corporation, with its principal
place of business at 4150 Regents Row, Suite 280, LaJolla, California ("PC") and
Dr. Samuel H. Wood, M.D., Ph.D., an individual having a post office address at
P.O. Box 1208, Rancho Sante Fe, California 92067 ("Physician"), is an amendment
to the Management Agreement ("Management Agreement"), Personal Responsibility
Agreement ("PR Agreement") and Asset Purchase Agreement ("Asset Agreement") all
dated June 6, 1997, between the parties.
WHEREAS, INMD has received a certain anecdotal reports which make
allegations impugning the operation of the IVF Laboratory at Pomerado Hospital
and
WHEREAS, INMD has disclosed to PC and Physician the nature of such
allegations and both PC and Physician unequivocally refute them; and
WHEREAS, INMD has communicated to Physician and PC that such
allegations, if true, would be material to the validity of the management
Agreement and PR Agreement; and
WHEREAS, PC and Physician wish to provide assurance to INMD, in the
form of written representations.
Now, therefore, INMD, PC and Physician agree as follows:
1. The Management Agreement, PR Agreement and Asset Agreement are
hereby amended to include the following representation by PC
and Physician:
a. PC and Physician have not been advised or informed of
any facts, circumstances, or allegations that
indicate, suggest or imply that the Reproductive
Sciences Center at Pomerado Hospital was closed for
any reason other than purely administrative decisions
by the Pomerado Hospital;
b. PC and Physician have no knowledge or any facts
suggesting, nor have they been advised by any person,
entity or governmental unit, that the operation of
the IVF Laboratory at Pomerado Hospital, or the
operation of the Reproductive Sciences Center at
Pomerado Hospital (during the period that Physician
was medical Director) is, or will be, the subject of
any investigation by any governmental officer or
unit, licensing or regulatory agency, administrative
or judicial tribunal, insurance department or entity,
SART or ASRM.
c. Physician and PC have no knowledge, and are not in
possession of any facts or representations
suggesting, that there is any impediment to the PC
and/or Physician's securance of Licensure as a tissue
bank, clinical laboratory or andrology laboratory at
the Facilities (as such term is utilized in the
Management Agreement).
d. Physician and PC have no knowledge, and are not in
possession of any facts or representations
suggesting, that during the operation of the
Reproductive Sciences Center at Pomerado Hospital
there has been any improper record keeping,
mishandling of any tissue or specimens or failure to
obtain appropriate consent, by Dr. Wood (Physician)
Catherine Adams and/or Linda Anderson, except to the
extent that, as with any laboratory or IVF Program,
there is a potential for an occasional claim of
negligence or medical malpractice in the treatment of
an individual patient or specimen.
e. The Physician and PC have no knowledge, and are not
in possession of any facts suggesting that the
Physician or PC have engaged in any insurance or
billing irregularities.
2. The Parties agree that the representations contained in
paragraph 1(a) - (e) are material to the Management Agreement,
PR Agreement and Asset Agreement.
3. PC and Physician acknowledge that the obtaining, and
maintaining of the licensures referred to in Section 4.6.7 of
the Management Agreement are a material term of such
management Agreement and that any federal or state agency
action which limits, revokes suspends, or fails to renew such
licensure(s) shall be treated as a "Professional Disciplinary
Action" and shall be governed by Section 8.2 of such
Management Agreement, as if it were a suspension, revocation
or non-renewal of a physician's authorization to practice
medicine.
4. The parties agree that failure to obtain at least provisional
licensures as delineated in Section 4.6.7 of the Management
Agreement within six months of the date hereof shall be a
material breach, by the PC, of the Management Agreement.
5. This Agreement shall be considered in addition to the terms
and conditions of the Management Agreement, PR Agreement and
Asset Agreement and shall be read in connection therewith.
IN WITNESS WHEREOF, this Amendment has been executed, by original
signatures on a faxed copy, by the parties hereto, as of the day and year first
above written.
INTEGRAMED AMERICA, INC.
By: /s/Gerardo Canet
--------------------------------------
Gerardo Canet, Chief Executive Officer
REPRODUCTIVE SCIENCES MEDICAL CENTER, INC.
By: /s/Samuel H. Wood
--------------------------------------
Samuel H. Wood, M.D., Ph.D., President