FIFTH AMENDMENT TO
AGREEMENT FOR
DEVELOPMENT AND IMPLEMENTATION OF
EPO UTILIZATION DATA AUDIT
This Fifth Amendment ("Amendment"), effective June 12, 1996, by and
between HCIA Inc. ("HCIA"), a Maryland corporation, and successor by merger to
Healthcare Knowledge Resources, Inc., a Michigan corporation ("HKR"), and Amgen
Inc., a Delaware corporation ("Client") with reference to the following:
A. Effective January 1, 1992, HKR and Client entered into that certain
Agreement for Development and Implementation of EPO Utilization Data Audit (the
"Agreement"), as amended on August 1, 1992, April 6, 1993, July 1, 1994, and
June 30, 1995.
B. Effective October 4, 1993, HCIA became the corporate successor to
HKR by merger and, pursuant to Section 12.14 of the Agreement, HCIA expressly
assumed all of HKR's rights and obligations under the Agreement. All references
in the Agreement to HKR shall be deemed references to HCIA.
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto hereby amend the Agreement as
follows:
1. Section 10.1. Term is amended in its entirety as follows:
The term of this Agreement shall be for a period of six (6)
years from the effective date of this Agreement. This Agreement shall
be automatically extended for additional terms of one (1) year, unless
Client delivers to HCIA written notice of Client's intent not to so
renew not less than one hundred and eighty (180) days prior to the end
of the initial or any extended term.
2. Sections 10.2.2. Termination by Client and 10.2.3. Termination Due
to Arbitrator's Decision as added by the Second Amendment to Agreement dated
April 16, 1993, and as amended by the Third Amendment to Agreement dated July
1994, and the Fourth Amendment to Agreement dated June 30, 1995, are hereby
amended in their entirety as follows:
10.2.2. Termination by Client. Client reserves the right to terminate
this Agreement, for any reason other than as set forth in Section
10.2.3, upon ninety (90) days' prior written notice to HCIA; provided,
however, that in the event Client so elects to terminate this Agreement
prior to December 31, 1997, Client agrees to pay to HCIA, upon the
effective date of such termination and in addition to all other amounts
then owing, (a) $180,000 per month through December 31, 1997 (the
"Severance Amount"), which Severance Amount shall constitute a credit
against the payment by Client of any fees for any products or services
offered by HCIA (including, without limitation, receipt of audit data)
and ordered by Client or its affiliates by December 31, 1997 or such
later date as agreed upon by the parties; plus (b) an amount equal to
the out-of-pocket expenses incurred by HCIA under this Agreement as of
the effective date of such termination. In connection with any products
or services ordered by Client or its affiliates under this Section
10.2.2., Client agrees to execute HCIA's standard agreement for such
products or services.
10.2.3. Termination Due to Arbitrator's Decision. Client reserves the
right to terminate this Agreement upon thirty (30) days' prior written
notice to HCIA in the event the arbitrator of the arbitration
proceedings between Client and Ortho Pharmaceutical Corporation
determines that the Audit Program shall not be utilized in the
arbitrator's audit of EPO administration to hospital inpatients and
outpatients; provided, however, that in the event Client so elects to
terminate this Agreement prior to December 31, 1997, Client agrees that
it shall pay to HCIA, upon the effective date of such termination and
in addition to all other amounts then owing, either, at Client's
election (a) the Severance Amount, which such Severance Amount shall
constitute a credit against the payment by Client of any fees for any
products or services offered by HCIA (including, without limitation,
receipt of audit data) and ordered by Client or its affiliates by
December 31, 1997 or such later date as agreed upon by the parties;
plus the out-of-pocket expenses incurred under this Agreement by HCIA
as of the effective date of such termination, or (b) an amount equal to
one-half (1/2) of the Severance Amount, which such amount shall not
constitute a credit against the payment by Client of any fees for any
products or services offered by HCIA, plus the out-of-pocket expenses
incurred by HCIA as of the effective date of such termination. In
connection with any products or services ordered by Client or its
affiliates under this Section 10.2.3, Client agrees to execute HCIA's
standard agreement for such products or services.
3. Except as amended hereby, the Agreement, as amended on August 1,
1992, April 6, 1993, July 1, 1994, and June 30, 1995, shall continue in full
force and effect in accordance with its terms.
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IN WITNESS WHEREOF, each of the parties has duly executed this
Amendment effective as of the date first written above.
WITNESS: HCIA INC.
_____________________ By: /s/ Barry C. Offutt
Barry C. Offutt
Senior Vice President
AMGEN INC.
_____________________ By: /s/ Thomas A. Hardy
Name: Thomas A. Hardy
Title: Director, Finance Admin.
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