Exhibit 10.1
PRACTICE MANAGEMENT SERVICES TERMINATION AGREEMENT
This PRACTICE MANAGEMENT SERVICES TERMINATION AGREEMENT (the "Agreement")
is entered into as of this 10th day of July, 2001 (the "Effective Date") by and
between ISOTOPE SOLUTIONS, INC., F/K/A MOLECULAR RADIATION MANAGEMENT, INC., a
New York business corporation having its principal place of business at Garden
City, New York (hereinafter referred to as "Isotope Solutions"), and NEW YORK
MEDICAL ONCOLOGY, P.C., D/B/A CENTER FOR MEDICAL ONCOLOGY (herein referred to as
"P.C."), a New York professional corporation having its principal place of
business at Garden City, New York. Isotope Solutions and P.C. are sometimes
referred to herein individually as a "Party" and collectively as the "Parties".
WITNESSETH
WHEREAS, Isotope Solutions and P.C. are parties to the Practice Management
Services Agreement dated as of September 1, 2000, as amended by the Intellectual
Property Addendum to the Practice Management Services Agreement dated March 27,
2001 (collectively the "Management Services Agreement"); and
WHEREAS, Isotope Solutions and P.C. agree to terminate the Management
Services Agreement; and
WHEREAS, as of June 30, 2001, Isotope Solutions is owed the sum of
$395,280.13 from P.C. under the Management Services Agreement (the
"Indebtedness"); and
WHEREAS, in order to satisfy such liability, P.C. desires to allow Isotope
Solutions to collect the P.C.'s outstanding accounts receivable up to the amount
of the Indebtedness and to retain any sums collected thereby and credit same
against the Indebtedness.
WHEREAS, the total amount of the P.C.'s accounts receivable is
approximately $148,948.60; and
NOW THEREFORE, in consideration of the promises set forth herein, the
Parties agree as follows:
1. Termination of Management Services Agreement. The Management Services
Agreement is hereby terminated effective as of the Effective Date. Subsequent to
the execution of this Agreement, P.C. shall have a further and continuing
obligation to promptly execute and deliver all further instruments and documents
as needed, and take all further action that may be necessary, to perfect Isotope
Solution's right in, and to, the accounts receivable, including but not limited
to letters of medical necessity. Notwithstanding termination of the Management
Services Agreement:
1.1 Isotope Solutions shall have the exclusive right and authority,
and shall be entitled, to receive all proceeds from past, present, and future
accounts, accounts receivable, all reimbursement rights and the proceeds thereof
from third party payors due to the P.C., in order to satisfy the P.C.'s
Indebtedness to Isotope Solutions.
1.2 Isotope Solutions shall continue to be responsible for the
processing of all billing and collection relevant to all claims for all medical
services rendered by the P.C., and in connection with the P.C.'s Practice (the
"Claims"), in order to satisfy the P.C.'s Indebtedness.
1.3 To the extent necessary after the termination of the Management
Services Agreement, Isotope Solutions shall, consistent with industry practices,
render bills on behalf of the P.C. and thereafter seek to collect said accounts
to satisfy the P.C.'s Indebtedness, exercising due care, skill and ability.
Isotope Solutions shall also bill and use appropriate efforts to collect all
patient deductibles and co-payment amounts.
1.4 Isotope Solutions shall keep all information obtained from the
P.C. concerning identifiable patients and their diagnosis/treatment/evaluation
confidential in accordance with New York State law, HIPAA, or other federal laws
that may be applicable now or in the future, except for disclosures required for
billing purposes or where required by law or subpoena.
1.5 All Claims for medical services rendered by the P.C. shall be
submitted by Isotope Solutions in the name of the P.C. To the extent that there
are outstanding Claims for medical services by the P.C. yet to be submitted by
Isotope Solutions, such claims will be submitted in the name of the P.C.
Remittances and all other proceeds of accounts receivable generated by the P.C.
shall be remitted to a post office box maintained by Isotope Solutions on behalf
of the P.C. or to such other address as the parties may hereafter agree. All
monies and instruments collected by Isotope Solutions on behalf of the P.C. will
be deposited into the P.C.'s segregated operating account (the "Segregated
Account"); and in connection therewith, the P.C. hereby authorizes Isotope
Solutions to endorse all such checks with the P.C. name for deposit to the
Segregated Account in order to satisfy the Indebtedness. In the event any
payment, proceed or instrument in payment of services or accounts receivable
related to the P.C.'s Practice is received directly by the P.C., the same shall
be immediately remitted to Isotope Solutions for deposit into the Segregated
Account.
1.6 Isotope Solutions shall designate two individuals who will have
signature authority over the Segregated Account. Isotope Solutions shall make
payments on behalf of the P.C. from the Segregated Account for obligations of
the P.C., which obligations shall include the Indebtedness to be paid to Isotope
Solutions pursuant to this Agreement.
1.7 The following Paragraphs of the Management Services Agreement
shall survive the termination of such agreement, and the parties shall continue
to be bound thereby: Paragraphs 11, 12,13, 14, 19 (except for sup-paragraph
19(3)), 20, 21, 23.1 and the Intellectual Property Addendum to the Management
Services Agreement.
2. Discharge of Indebtedness.
2.1 If the amount collected by Isotope Solutions from the
outstanding accounts receivable reaches $148,948.60, or an amount satisfactory
to Isotope Solutions, then Isotope Solutions will hereby discharge and release
the P.C. of the Indebtedness in its entirety. Upon Isotope Solutions discharge
and release of the P.C.'s Indebtedness, the P.C. shall take the necessary and
appropriate steps as governed by Article 10 of the New York Business Corporation
Law to dissolve the P.C.
2.2 If the amount collected from the outstanding accounts receivable
fails to reach at least $148,948.60, or an amount satisfactory to Isotope
Solutions, then Isotope Solutions will have the option, but not the obligation
to discharge and release the P.C. of the Indebtedness, or to collect the
remaining Indebtedness from the P.C. Upon Isotope Solutions discharge and
release of P.C.'s Indebtedness, the P.C. shall take the necessary and
appropriate steps as governed by Article 10 of the New York Business Corporation
Law to dissolve the P.C.
2.3 Upon Isotope Solution's discharge and release of the P.C.'s
Indebtedness, any medical records in Isotope Solution's possession shall be
returned to the P.C. for its safekeeping as required under New York law.
3. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall comprise one and the same instrument.
4. Entire Agreement; Survival. This Agreement constitutes the entire
contract between the parties hereto pertaining to the subject matter hereof and
supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussions, whether written or oral, of the parties, and there
are no representations, warranties or other agreements between the parties in
connection with the subject matter hereof, except as specifically set forth
herein.
5. Governing Law; Venue. The validity and construction of this Agreement
shall be governed by the laws of the State of New York without regard to
conflict of law principles. Any action, suit or proceeding arising out of,
under, or in connection with this Agreement shall be brought and determined in
Nassau County, New York and the parties irrevocably submit to such jurisdiction.
6. Language Construction. The language in all parts of this Agreement
shall be construed, in all cases, according to fair meaning. The parties
acknowledge that each party hereto and its counsel have reviewed and revised
this Agreement and that no single
party bears sole responsibility for the preparation and drafting of this
Agreement. Consequently, no rule of construction to the effect that ambiguities
are to be resolved against the drafting party should be employed in the
interpretation of this Agreement.
7. Notices. All notices, demands and other communications required or
permitted hereunder shall be sufficiently given if delivered in person or mailed
by certified mail, postage prepaid, addressed as follows:
Isotope Solutions: Isotope Solutions
700 Stewart Avenue.
Garden City, NY 11530
Facsimile: (516) 222-5198
With a copy to: McDermott, Will & Emery
50 Rockefeller Plaza
New York, NY 10020
Facsimile: (212) 547-5444
Attn.: R. Michael Herrman, Esq.
P.C.: New York Medical Oncology, P.C.
700 Stewart Avenue, 2nd Floor
Garden City, NY 11530
Facsimile: (516) 222-5198
With a copy to: Ira Braunschweig, M.D., President
522 Seagirt Blvd.
Far Rockaway, NY 11691
Or to such other address as either Isotope Solutions or the P.C. may designate
by notice in writing to the other.
8. Successors and Assigns. This Agreement shall inure to the benefit of
and bind the respective successors and permitted assigns of the parties hereto.
Nothing expressed or referred to in this Agreement is intended or shall be
construed to give any person other than the parties to this Agreement or their
respective successors or permitted assigns any legal or equitable right, remedy
or claim under or in respect of this Agreement or any provision contained
herein, it being the intention of the parties to this
Agreement that the Agreement be for the sole and exclusive benefit of such
parties or such successors and assigns and not for the benefit of any other
person.
9. Waiver. No delay or omission on the part of any party hereto in
exercising any right hereunder shall operate as a waiver of such right or any
other right under this Agreement.
IN WITNESS WHEREOF, the undersigned hereto have executed this Management
Services Termination Agreement as of the date first above written.
ISOTOPE SOLUTIONS:
By:
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Name:
Title:
NEW YORK MEDICAL ONCOLOGY, P.C.
By:
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Name:
Title: