EXHIBIT 10.2a
AMENDMENT TO PHARMACY SERVICES AGREEMENT
This Amendment (the "Amendment") to the Pharmacy Services Agreement dated May 1,
2000 as amended February 1, 2001, August 1, 2001, January 1, 2002, February 1,
2002, April 1, 2002 and March 1, 2003, (collectively, the "Agreement") between
Aetna Inc. (formerly Aetna U.S. Healthcare Inc.), on behalf of itself and its
affiliates, and Chronimed, Inc. (collectively, "Pharmacy") is entered into May
1, 2003 ("Effective Date") by and between Aetna Health Management, LLC, on
behalf of itself and its affiliates, ("Company") and Pharmacy. Company and
Pharmacy may be referred to individually as a "Party" and collectively as the
"Parties".
WHEREAS, Aetna U.S. Healthcare Inc. and Pharmacy entered into the Agreement to
permit Pharmacy to provide certain health care services to individuals enrolled
in or covered by health benefit plans, products or programs issued, serviced, or
administered by Aetna U.S. Healthcare Inc. or its affiliates; and
WHEREAS, on or about December 13, 2000, Aetna U.S. Healthcare Inc., a
Pennsylvania corporation, was renamed Aetna Inc.; and
WHEREAS, on or about May 1, 2003, Aetna Inc. assigned all rights and obligations
under the Agreement to Aetna Health Management, LLC; and
WHEREAS, it is the desire of the Parties to amend the Agreement as set forth
below.
NOW, THEREFORE, Company and Pharmacy in consideration of the mutual promises and
obligations set forth herein, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, agree as follows:
1. Section 1.6 of the Agreement is hereby amended to add the following at
the end of the paragraph: "The imposition or payment of a Performance
Assessment shall be without prejudice to any contractual or other remedies,
whether at law or in equity, to which Company may be entitled for
Pharmacy's non-performance or inadequate performance of its obligations
under this Agreement. In any event, nothing herein shall be deemed to
relieve Pharmacy of any liability pursuant to Section 9.1 of this
Agreement."
2. The Specialty Pharmacy Network Performance Assessments attached to the
Specialty Pharmacy Mail Service Participation Criteria are deleted in their
entirety and replace with the Specialty Pharmacy Network Performance
Assessments included as Attachment A hereto and made a part hereof.
3. The following is hereby added as a new Section 1.7 to the Agreement:
1.7 Therapy Performance Guarantees. Pharmacy agrees to comply
with the therapy performance guarantees that are listed in the
PARTICIPATION CRITERIA SCHEDULE. Failure of Pharmacy to comply
with such therapy performance guarantees shall result in the
penalties or sanctions as described in such schedule. Pharmacy
shall allow Company to audit Pharmacy's compliance with such
therapy performance guarantees upon reasonable notice.
Pharmacy shall allow Company to access original prescriptions
and other records in order to audit compliance. The imposition
of any penalty or sanction for failure to comply with any
therapy performance guarantee shall be without prejudice to
any contractual or other remedies, whether at law or in
equity, to which Company may be entitled for Pharmacy's
non-performance or inadequate performance of its obligations
under this Agreement. In any event, nothing herein shall be
deemed to relieve Pharmacy of any liability pursuant to
Section 9.1 of this Agreement.
4. The Specialty Pharmacy Mail Service Participation Criteria attached to
the Agreement are hereby revised to add the Specialty Pharmacy Network
Therapy Performance Guarantees included as Attachment B hereto and made a
part hereof.
5. Term and Renewal Date. This Amendment shall become effective as of the
Effective Date and shall remain in effect until December 31, 2004.
Thereafter, the Agreement as amended herein shall automatically renew on
January 1 of each calendar year for successive terms of one (1) year each
unless terminated by either Party in accordance with Article 7.0 of the
Agreement.
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6. Conflict. All other terms of the Agreement not amended herein remain in
full force and effect. If there is any conflict between this Amendment and
the Agreement, the terms of this Amendment shall govern.
IN WITNESS HEREOF, the parties hereto have executed this Amendment as of the
effective date above.
CHRONIMED, INC.
BY: ____________________________________
Please Print Name
SIGNATURE: _____________________________
DATE: __________________________________
AETNA HEALTH MANAGEMENT, LLC
BY: ____________________________________
Please Print Name
SIGNATURE: _____________________________
DATE: __________________________________
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