Medco Health Solutions Inc Sample Contracts

FORM OF
Credit Agreement • July 5th, 2002 • Medco Health Solutions Inc • Insurance agents, brokers & service • New York
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Form of
Distribution Agreement • July 25th, 2003 • Medco Health Solutions Inc • Retail-drug stores and proprietary stores
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EXHIBIT 1.1 Medco Health Solutions, Inc. __% Notes due 2007 __% Notes due 2012 Form of Underwriting Agreement
Medco Health Solutions Inc • July 5th, 2002 • Insurance agents, brokers & service
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Exhibit 4.1 MEDCO HEALTH SOLUTIONS, INC. % SENIOR NOTES DUE 2013
Medco Health Solutions Inc • July 25th, 2003 • Retail-drug stores and proprietary stores • New York
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CONFORMED COPY CREDIT AGREEMENT
Credit Agreement • March 26th, 2004 • Medco Health Solutions Inc • Retail-drug stores and proprietary stores • New York
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EXHIBIT 99.1 FORM OF EXCHANGE AGREEMENTS EXCHANGE AGREEMENT (the "Agreement"), dated as of __________, 2002, between Merck & Co., Inc., a New Jersey corporation ("Merck"), and [Goldman, Sachs & Co., a New York limited partnership] [J.P. Morgan...
Exchange Agreement • July 5th, 2002 • Medco Health Solutions Inc • Insurance agents, brokers & service • New York
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EXHIBIT 10.14 EMPLOYMENT AGREEMENT -------------------- This EMPLOYMENT AGREEMENT ("Agreement"), dated as of March 17, 2003, is entered into by and between Medco Health Solutions, Inc. ("Medco Health"), a Delaware corporation with offices at 100...
Employment Agreement • May 29th, 2003 • Medco Health Solutions Inc • Retail-drug stores and proprietary stores
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INDENTURE
Medco Health Solutions Inc • March 26th, 2004 • Retail-drug stores and proprietary stores • New York
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TO
Indenture • July 5th, 2002 • Medco Health Solutions Inc • Insurance agents, brokers & service • New York
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EXHIBIT 1.1 Medco Health Solutions, Inc. Common Stock, par value $0.01 per share Form of Underwriting Agreement ------------------------------
Medco Health Solutions Inc • July 5th, 2002 • Insurance agents, brokers & service • New York
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EXHIBIT 1.1 Medco Health Solutions, Inc. Common Stock, par value $0.01 per share Form of Underwriting Agreement ------------------------------
Medco Health Solutions Inc • July 9th, 2002 • Insurance agents, brokers & service • New York
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FORM OF
Transition Services Agreement • May 2nd, 2002 • Merck Medco Managed Care LLC • Insurance agents, brokers & service • New York
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800,000,000 364-DAY REVOLVING CREDIT AGREEMENT dated as of November 30, 2007 among MEDCO HEALTH SOLUTIONS, INC., as Borrower THE LENDERS PARTY HERETO and CITIBANK, N.A., as Administrative Agent
Credit Agreement • December 3rd, 2007 • Medco Health Solutions Inc • Retail-drug stores and proprietary stores • New York

CREDIT AGREEMENT, dated as of November 30, 2007, among MEDCO HEALTH SOLUTIONS, INC., a Delaware corporation, the Lenders from time to time party hereto and CITIBANK, N.A., as Administrative Agent.

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FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • July 9th, 2002 • Medco Health Solutions Inc • Insurance agents, brokers & service • New York
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FORM OF
Registration Rights Agreement • May 2nd, 2002 • Merck Medco Managed Care LLC • Insurance agents, brokers & service • New York
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AGREEMENT AND PLAN OF MERGER Dated as of August 27, 2007 among MEDCO HEALTH SOLUTIONS, INC., MACQ CORP. and POLYMEDICA CORPORATION
Agreement and Plan of Merger • August 28th, 2007 • Medco Health Solutions Inc • Retail-drug stores and proprietary stores • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of August 27, 2007 (this “Agreement”), is among MEDCO HEALTH SOLUTIONS, INC., a Delaware corporation (“Parent”), MACQ CORP., a Massachusetts corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and POLYMEDICA CORPORATION, a Massachusetts corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.11.

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BETWEEN
Master Separation and Distribution Agreement • March 26th, 2004 • Medco Health Solutions Inc • Retail-drug stores and proprietary stores • New York
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FORM OF
Bridge Credit Agreement • July 5th, 2002 • Medco Health Solutions Inc • Insurance agents, brokers & service • New York
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AND
Indemnification and Insurance Matters Agreement • March 26th, 2004 • Medco Health Solutions Inc • Retail-drug stores and proprietary stores • New York
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CREDIT AGREEMENT dated as of August 18, 2005 among MEDCO HEALTH SOLUTIONS, INC., as Borrower THE LENDERS AND ISSUING BANK PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent
Credit Agreement • August 24th, 2005 • Medco Health Solutions Inc • Retail-drug stores and proprietary stores • New York

CREDIT AGREEMENT, dated as of August 18, 2005, among MEDCO HEALTH SOLUTIONS, INC., a Delaware corporation, the Lenders and Issuing Bank from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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BETWEEN
Data Services Agreement • May 29th, 2003 • Medco Health Solutions Inc • Retail-drug stores and proprietary stores • New York
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AMENDMENT TO
Benefit Management Agreement • August 5th, 2003 • Medco Health Solutions Inc • Retail-drug stores and proprietary stores
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BETWEEN
Health Services Agreement • May 29th, 2003 • Medco Health Solutions Inc • Retail-drug stores and proprietary stores • New York
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FORM OF
Receivables Purchase Agreement • August 5th, 2003 • Medco Health Solutions Inc • Retail-drug stores and proprietary stores • New York
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FORM OF
Receivables Purchase and Contribution Agreement • August 5th, 2003 • Medco Health Solutions Inc • Retail-drug stores and proprietary stores • New York
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EXHIBIT 4.2 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY...
Medco Health Solutions Inc • July 5th, 2002 • Insurance agents, brokers & service
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AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 26, 2004 among MEDCO HEALTH SOLUTIONS, INC., as Borrower JPMORGAN CHASE BANK, as Revolving Credit Administrative Agent and Collateral Agent CITICORP NORTH AMERICA, INC., as Term Loan...
Credit Agreement • May 5th, 2004 • Medco Health Solutions Inc • Retail-drug stores and proprietary stores • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 26, 2004 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among MEDCO HEALTH SOLUTIONS, INC., a Delaware corporation, as the Borrower, JPMORGAN CHASE BANK, as the Revolving Credit Administrative Agent and Collateral Agent, CITICORP NORTH AMERICA, INC., as the Term Loan Administrative Agent, J.P. MORGAN SECURITIES INC., as Syndication Agent of the Term Loan Facility and FLEET NATIONAL BANK, THE BANK OF NOVA SCOTIA and BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as Co-Documentation Agents of the Term Loan Facility and each Lender, Issuing Bank and other agent from time to time party hereto, amends and restates in its entirety the Original Credit Agreement (as defined below).

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AGREEMENT AND PLAN OF MERGER among MEDCO HEALTH SOLUTIONS, INC., RAPTOR MERGER SUB, INC. and ACCREDO HEALTH, INCORPORATED Dated as of February 22, 2005
Agreement and Plan of Merger • February 23rd, 2005 • Medco Health Solutions Inc • Retail-drug stores and proprietary stores • Delaware

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of February 22, 2005, among ACCREDO HEALTH, INCORPORATED, a Delaware corporation (the “Company”), MEDCO HEALTH SOLUTIONS, INC., a Delaware corporation (“Parent”), and RAPTOR MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub,” the Company and Merger Sub being hereinafter sometimes collectively referred to as the “Constituent Corporations”).

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EXHIBIT 10.16 KEY EMPLOYEE AGREEMENT ---------------------- In consideration of my employment by Merck-Medco Managed Care, L.L.C., and/or any of its corporate parents, subsidiaries, divisions or affiliates, or the successors or assigns of any of the...
Key Employee Agreement • May 29th, 2003 • Medco Health Solutions Inc • Retail-drug stores and proprietary stores • New Jersey
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BY AND AMONG
Patient Assistance Program Agreement • May 29th, 2003 • Medco Health Solutions Inc • Retail-drug stores and proprietary stores • New York
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EXHIBIT 10.5 TAX RESPONSIBILITY ALLOCATION AGREEMENT (the "Agreement"), dated as of August 12, 2003, between Merck & Co., Inc., a New Jersey Corporation ("Distributing"), and Medco Health Solutions, Inc., a Delaware corporation ("Controlled" and...
Tax Responsibility Allocation Agreement • March 26th, 2004 • Medco Health Solutions Inc • Retail-drug stores and proprietary stores • New Jersey
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EXHIBIT 10.18 KEY EMPLOYEE AND SPECIAL COMPENSATION AGREEMENT ----------------------------------------------- Key Employee and Special Compensation Agreement (the "Agreement"), dated as of May 24, 1993, by and between National Pharmacies, Inc. (the...
Key Employee and Special Compensation Agreement • May 29th, 2003 • Medco Health Solutions Inc • Retail-drug stores and proprietary stores • New Jersey
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EXHIBIT 10.11 DATA FLOW CONTINUATION AGREEMENT
Flow Continuation Agreement • May 29th, 2003 • Medco Health Solutions Inc • Retail-drug stores and proprietary stores • New York
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and
Receivables Purchase and Contribution Agreement • March 26th, 2004 • Medco Health Solutions Inc • Retail-drug stores and proprietary stores • New York
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FORM OF
Master Separation and Distribution Agreement • August 5th, 2003 • Medco Health Solutions Inc • Retail-drug stores and proprietary stores • New York
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