Exhibit 10.43
Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment pursuant to Rule 406 under the Securities Act of 1933.
The omitted portions have been filed separately with the Securities and
Exchange Commission.
AMENDMENT NUMBER ONE TO DRUG DISTRIBUTION BUSINESS MANAGEMENT
AND SERVICE AGREEMENT
This Agreement ("Amendment") is made and entered into by and between
Southern Health Systems, Inc., a Tennessee corporation ("SHS"), Texas Health
Pharmaceutical Resources, a Tennessee general partnership (hereinafter
referred to "THPR"), and Nova Factor, Inc., a Tennessee corporation
(hereinafter referred to "NFI").
WITNESSETH
WHEREAS, SHS and THPR entered into a Drug Distribution Business
Management and Service Agreement dated , 1995 ("Service
Agreement"); and
WHEREAS, THPR is engaged in the business of providing distribution
of drugs and SHS is in the process of withdrawing from that business; and
WHEREAS, THPR, NFI and SHS desire to amend the Service Agreement to
substitute NFI for SHS and to provide that SHS's obligations thereunder shall
hereinafter be performed by NFI.
NOW THEREFORE, for and in consideration of the mutual promises
contained herein and for other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the Service Agreement is
amended, effective as of the date hereof ("Effective Date"), as follows:
1. Except as set out in Section 4 hereof, THPR, SHS and
NFI agree that from and after the Effective Date, all
privileges, rights, duties and obligations of SHS under
the Service Agreement shall be and hereby are assigned
and transferred to NFI and that the Service Agreement
shall, from the Effective Date, be an agreement solely
by and between NFI and THPR.
2. Except as set out in Section 4 hereof, NFI hereby
accepts the assignment and transfer of all rights,
privileges, duties and obligations of SHS under the
Service Agreement, and from and after the Effective
Date, agrees to carry out the duties and obligations of
SHS set forth in the Service Agreement.
3. All references to SHS in the Service Agreement shall be
deleted and NFI shall be substituted therefor.
4. From and after the Effective Date, SHS shall have no
further liability or responsibility under the Service
Agreement, and THPR shall have no further obligation
and liabilities to SHS thereunder. Notwithstanding the
preceding sentence, all obligations and duties which
were to be performed by THPR or SHS and all rights and
privileges which accrued in favor of SHS or THPR, prior
to the Effective Date, shall continue to be in effect,
including the indemnity contained in the Service
Agreement for matters occurring prior to the Effective
Date. In addition, SHS and THPR agree to continue to
observe the confidentiality provisions of the Service
Agreement, as well as their respective obligations to
maintain records, all as concern information and
records generated prior to the Effective Date. All
monies earned or owed to SHS or THPR under the Service
Agreement prior to the Effective Date shall promptly be
paid in accordance with the terms of the Service
Agreement as in effect prior to the Effective Date.
5. Effective March 1, 1996, Section 2 of the Service
Agreement entitled Compensation is amended to delete
the reference to "* of THPR
during that month" and to substitute in place thereof
the following: "* of THPR
during that month." In addition, Section 2 is amended
to provide that if the total sum of $* is
exceeded, the excess shall be split among NFI,
PharmaThera, Inc., HealthEffects, Inc. and CliniCall,
Inc. in a manner agreed upon by those four parties. It
is further agreed that these changes in Section 2 of
the Service Agreement shall be in effect until June 30,
1996, at which time, NFI and THPR will negotiate a new
fee arrangement mutually acceptable to both parties.
6. All provisions of the Service Agreement shall
hereinafter be in full force and effect by and between
NFI and THPR except as otherwise specifically stated
herein.
7. NFI and SHS also entered into a Drug Distribution
Management and Services Subcontract dated ,
1995 (the "Subcontract"). The parties hereby agree
that said Subcontract shall be, and is, terminated and
cancelled as of the Effective Date.
IN WITNESS WHEREOF, each of the parties hereto have caused this
Amendment to be executed by their duly authorized officers this day of
, 1996.
SOUTHERN HEALTH SYSTEMS, INC.
By: /s/ illegible
----------------------------
Title: Chairman
-------------------------
* Omitted information is the subject of a request for confidential treatment
pursuant to Rule 406 under the Securities Act of 1933 and has been filed
separately with the Securities Exchange Commission.
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NOVA FACTOR, INC.
By: /s/ David Stevens
---------------------------
Title: President
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TEXAS HEALTH PHARMACEUTICAL
RESOURCES, INC., a partnership
By: Nova Factor, Inc., one of
its general partners
By: /s/ David Stevens
---------------------------
Title: President
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