EXHIBIT 10.43
AMENDMENT TO
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MASTER AGREEMENT FOR INFUSION THERAPY PRODUCTS AND SERVICES
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AGREEMENT made and entered into as of the 26th day of April, 1998 by and
between Vitalink Pharmacy Services, Inc. ("Vitalink") and ManorCare Health
Services, Inc. ("MCHS").
WHEREAS, Vitalink and MCHS have previously entered into that certain Master
Agreement for Infusion Therapy Products and Services dated June 1, 1991 (the
"Master Agreement"); and
WHEREAS, Vitalink and MCHS desire to amend the Master Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein, and other
good and sufficient consideration, receipt of which is acknowledged, the parties
agree as follows:
1. Section 12 of the Infusion Therapy Services Agreement which is attached
as Exhibit A to the Master Agreement is replaced in its entirety by the
following new Section 12:
12. NON ASSIGNMENT. This Agreement may not be assigned, nor may any
duties or obligations be subcontracted to any other person or
entity without the prior written consent of the other party,
which such consent shall not be unreasonably withheld. For the
purposes of this Section 12, Facility shall not be required to
consent to more that one (1) assignment of this Agreement, and
may reasonably withhold its consent to the assignment of this
Agreement by Contractor if the proposed assignee is not able to
demonstrate to Facility's reasonable satisfaction that the
proposed assignee:
. is a financially responsible and reputable regional or
national provider of infusion therapy products and services;
. provides service and/or quality levels at least comparable to
those currently provided by Contractor;
. is in material compliance with applicable state and federal
laws, rules and regulations; and
. currently possesses, or will possess at the time services are
to be provided, systems, protocols, policies and procedures
which are compatible with and in compliance with those
utilized by Facility and MCHS.
2. Each Infusion Therapy Services Agreement for the Facilities shall be
deemed to have
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been amended consistently with the terms, conditions and obligations contained
herein.
3. Except as specifically provided herein, the Master Agreement remains in
full force and effect.
IN WITNESS WHEREOF, the parties enter into this Agreement on the date first
above written.
VITALINK PHARMACY SERVICES, INC.
ATTEST: /s/ Xxxxxx X. Xxxxxx, III By: /s/ Xxxxx X. Xxxxxxxx
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Secretary
Title: Senior Vice President
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MANORCARE HEALTH SERVICES, INC.
ATTEST: /s/ Xxx X. Xxxxxxxx, Xx. By: /s/ Xxxxx X. Xxxxx
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Assistant Secretary
Title: Senior Vice President
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