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There is a measurable retail sales impact from ( [J JOHNSON'S® Baby Product and Rep being present in hospitals

Average Sales Rate on JB HTT (Total US MULO Measured within a 10 mile radius around each hospital)

Non-JB HTT JB HTT Hospitals JB HTT + Sales Hospitals Rep Hospitals

\.. z \.. 0 0 g io~..got*WOM, FAMILY OF CONSUfAE:R COMPANIES u, N .....!'.:frotected Document-Subject to Protective Order

% of sales: 23%

+16% ~

57% 20%

"Source:IRI Store Group Modeled Analysis Jan 2014 18

J NJ 000552121

baby HEALTH OF BUSINESS REVIEW

2013

APRIL 19T, 2014

'-- 2 '--0 0 0 u, u, N..a. jrotected Document-Subject to Protective Order

bJNJ 000552104

..

From: To: Sent: Subject:

Stanavage, David [CPCUS] Delaney, James [HCS] 8/6/2014 8:53:42 PM RE: Amerinet VH52800 Baby Price file for extension(2).xlsx

Great. Let's lock Amerinet in. Can we get a 2 year extension?

From: Delaney, James [HCS] Sent: Wednesday, August 06, 2014 4:52 PM To: Stanavage, David [CPCUS] Subject: RE: Amerinet VH52800 Baby Price file for extension(2) .xlsx

David, those were the only questions I received.

Thanks

Jim

From: Stanavage, David [CPCUS] Sent: Wednesday, August 06, 2014 4:50 PM To: Delaney, James [HCS] Cc: Crawford, Katherine [CPCUS] Subject: RE: }\merinet VH52800 Baby Price file for extension(2) .xlsx

Hi Jim,

I am confirming the price increases on the powders are due to increases in raw materials and production conversion costs (e.g., labor and overhead). Since the 2Gl2 contract, we have made every effort to absorb most of the cost increases but need to transfer a small part ($0.01-0.02) to the updated contract pricing.

Please let me know if there are additional questions or clarificatic,ns.

Regards,

David

From: Delaney, James [HCS] Sent: Thursday, July 31, 2014 4:02 PM To: Stanavage, David [CPCUS] Subject: Amerinet VH52800 Baby Price file for extension(2) .xlsx

David,

Protected Document--Subject to Protective Order J NJ 000433894

1 of 3 Pltf_JNJ_OOOBIIIBB133894

On the attached I have high-lighted and shown below are four code where Amerinet is asking if we have supporting rationale for the price increase. I have told him the pricing was firm for three years and we were passing along the manufacturing price increases we receive.

Current Product Code

Product Description

uom cd

Contract Price thur 8/31/14

Price effective 9/1/2014 -

003001

JOHNSON'S® Baby Powder, Original Talc, 1.5 oz.

EA

$0.27

$0.29

003011

JOHNSON'S@ Baby Powder, Original Talc, 4 oz.

EA

$0.43

$0.44

003044

JOHNSON'S® Baby Powder, Pure Cornstarch/Aloe & Vit. E, 4 oz.

EA

$0.43

$0.44

005256

JOHNSON'S® Baby Powder, Pure Corn~tarch/Aloe & Vit. E, 1.5 oz.

EA

$0.27

$0.29

Can you confirm and/or provide any other supporting rationale for this increase.

Thanks

Jim Delaney

Protected Document--Subject to Protective Order JNJ 000433895

2of3 Pltf_JNJ_OOOBQDl33895

.. ..' ,:,

James Delaney

Contract Manager cid:[email protected] Enterprise Contracting

425 Hoes Lane Piscataway, New Jersey 08855

(office (732) 562-3502 ' Cell: (973) 945-7284 ?fax (732) 562-7477 <mailto:[email protected]>

[email protected]

)


3 of 3 Pltf_JNJ_OOOBlOOIB133896

JNJ000433894 Metadata

AttachCount 0 ORIGINAL Custodian Stanavage, David ORIGINAL DATA Prod Vol TALC PROD 001 ORIGINAL DateRecieved 08/06/2014 8:53 PM ORIGINAL DateSent 08/06/2014 8:53 PM ORIGINAL DocExt Email ORIGINAL DocumentType Email ORIGINAL Emai1Subject RE: Amerine! VH52800 Baby Price file for extension(2).xlsx ORIGINAL FileName RE: Amerine! VH52800 Baby Price file for extension(2).xlsx ORIGINAL From "Stanavage, David [CPCUS]" <"/o=jnj/ou=cpcussk/cn=recipients/cn=dstanava"> ORIGINAL Hash Value 598219f02e6dd2a0d717e8c7b57918b9 ORIGINAL PgCount 3 ORIGINAL ProdVol TALC PROD 001 ORIGINAL To "Delaney, James [HCS]" <[email protected]> ORIGINAL Trial Ex Number Pitt JNJ 00082196 ORIGINAL

1/26/10

Pricing Analysis: J&J Baby Professional Sales

Proposal created for

By

A. SPRINGHILL _A~ CONSULTING GROUP

January 26, 2010

CONFIDENTIAL

Springhill Consulting Group and Johnson & Johnson consider this document to be confidential. The data gathered and analysis provided in the course of this engagement

will be the sole property of Johnson & Johnson.

Please direct any questions related to this proposal tc:

Ryan J. Christie Senior Vice President [email protected]

Or T. Matthew Laughlin Senior Vice President [email protected]

Private and Confidential


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Background

Johnson & Johnson's ("J&J") Baby Professional sales represent a relatively small, but strategically critical component of its baby care business. The consumer claims associated with hospital usage of J&J's baby care products creates significant brand equity and differentiation. Recent increases in cost of goods sold have negatively impacted margins, with a subset of SKUs now selling at a loss. J&J Baby Professional sales leadership realizes that it cannot continue the current margin erosion, but wishes to ensure that price increases do not put hospital sales volume and the associated consumer claims at risk.

J&J's Baby Professional organization sells its portfolio of 12 SKUs exclusively through six GPOs. A three-year contract is negotiated with each GPO, at which point price is fixed until the contract expires. As a result, it is critical for the Professional Baby Care sales organization to determine how high it can raise the price of each SKU, by GPO, without a negative impact on sales volume.

Given this background, J&J's Baby Professional sales team and Springhill Consulting Group ("SCG") have engaged in initial discussions highlighting SCG's potential to provide support. The rest of this document will outline Springhill's approach to the pricing analysis, so J&J's Baby Professional sales organization can maximize its profit potential on upcoming GPO contracts.

Approach

Springhill will assemble a team to work with J&J's Baby Professional sales team. We will engage with J&J's Baby Professional sales team members early in the project to understand current knowledge and activities, and we will then perform the bulk of research and analysis from Springhill offices.

Springhill Consulting Group expects to engage J&J's Baby Professional Sales team members in update conference calls regularly during the project. Frequent updates will offer J&J the opportunity to focus or redirect Springhill activities based on information uncovered and recommendations considered.

2 Private and Confidential


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Pricing Analysis: J&J's Baby Professional Sales Pcrttolio

Obiective:

To provide J&J's Baby Professional sales leadership with direction on the appropriate price for each of its 12 SKU's, by GPO.

Scope:

In order to collect the insights necessary for this pricing analysis, Springhill will rely heavily on its primary research methodology. Springhill's consultants are trained and expert in using primary research, specifically telephone interviews, to conduct open ended conversations with market participants. It is the quality of the data that drives the quality of the analysis.

We expect to conduct interviews with GPO and hospital personnel across various organizational levels within the procurement and materials management functions. The interviews will be conversational, allowing for a natural dynamic of business dialogue. Sources will likely include:

• GPOs o Novation o Premier o HPG o Broadlane o Amerinet o MedAsset

• Hospitals purchasing baby care SKUs through each GPO listed above o Procurement o Materials Management o Supply Management

When speaking to market sources, Springhill will not reveal J&J as the sponsor of the engagement, ensuring unbiased responses from interviewees. Once primary research with market sources has been initiated, we will have weekly updates with the J&J team to ensure study findings are quickly incorporated into ongoing J&J pricing activities.

To ensure that Springhill can move into primary research as quickly as possible, J&J's Baby Professional sales team will provide Springhill with a list of hospitals purchasing baby care products from specific GPOs.

Based on discussions to date with J&J's Baby Professional sales leadership and prior experience, we expect to cover the following key issues during this engagement

• What is the optimal per unit price for each SKU? o How does this vary by GPO?

• /.e., which GPOs are hospitals buying these SKUs from?



3 of 11 Pltf_JNJ_00082868 JNJ000437555

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•

•

•

Which J&J Baby Care SKUs are currently being purchased by the hospital? o If not all 12 SKUs, then why not?

• Is price the primary reason? If so, why?

o What competitor products does the hospital purchase instead of J&J?

• Who is the competitor, and what is the per unit price of that competitor's product?

Would the hospital be willing to pay a higher price for J&J's Baby Care SKUs?

o If so, which SKUs? o If so, how much? o If not, why not?

How do J&J's baby care product prices differ versus competition, per SKU?

o Has this gap increased or decreased recently? o Is the hospital willing to pay a premium for the J&J brand on its baby care

products? • If so, how much of a premium?

All primary research is performed in a "blind" fashion. At no time does Springhill disclose the entity for which we are performing the work. Johnson & Johnson confidentiality is paramount throughout each Springhill engagement.

Springhill and the J&J Baby Professional sales team will define further issues, if necessary, prior to beginning the engagement. Our expectation is that Springhill's research will help J&J better understand:

1. If it is leaving money on the table for certain SKUs 2. If J&J can increase price on SKUs that are currently losing money

Springhill's research will ensure that J&J's Baby Professional sales team can choose an optimal price for each SKU as it completes 3-year contracts with several GPOs later this year.



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Deliverables

At the conclusion of the study, Springhill will use the insights generatec to provide the following deliverables to the J&J team:

Executive Summary - PowerPoint document summarizing key insights and how to best price J&J's Professional Baby Care portfolio

• Summary of Key Findings o Analysis of data gathered during Spring hill's research, including

assessment of: • Price perception • Competitive positioning • Trends

Specifically, Springhill will work with J&J's Professional Baby Care sales team to complete the following spreadsheet:

GPO Novation Premier HPG Broad lane Amerinet MedAsset (30% of (28% of (16% of (10% of (9% of (So/o of

Item Sales) Sales) Sales) Sales) Sales) Sales) ,- .... ,

Redacted: Other Product Baby Powder/Talc 1.5 oz. Bab Powder/Talc 4.0 oz. ~=~~..;w.-~......~===...J··;

!

Redacted: Other Product i ,--· !!!t !i !l--·-·-·---·-·-·-·--·-·-·-·-···-·--·-·-·---·-·····--·-·-·-·--·-·-·-·--·-·--·-·--·-·-·---·-·-·--·-·-·-·---·-·-·---·-·-·---·--·-·--·-···-·--·-·-·-·-·--·-·-·--·-·-·--·-·-·-·-·--·-·-·-·-·-·-·--·-·-·-· !

Databook - Microsoft Word document, utilized as weekly update repor: throughout the course of Springhil/'s research and analysis.

• Aggregated Information and Insights o Quotes gathered from marl<et sources during the primary research

process • Identified by interviewee's organization/title

o Organized according to scope topic area

Through the detailed research and in-depth analysis process, Springhill:'s aim is to support J&J in building optimal GPO pricing on the 12 relevant baby care SKUs.



5 of 11 Pltf _J NJ_ 00082868 JNJ000437557

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Engagement Timetable

Springhill Consulting Group is prepared to start this assignment immediately. The schedule and timing of deliverables will be confirmed at project kickoff.

Step One: Kickoff Meeting

Step Two: Primary Research

Step Three: Analysis and Recommendations

0 = Conference Call

+ = In-person meeting

• At /east once every other week, Springhill will have a conference call update with the J&J team to review study findings and direct ongoing research and analysis

Springhill Consulting Group's final presentation will occur within 5 weeks of project kickoff



6 of 11 Pltf _JNJ_00082868 JNJ000437558

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Project Cost

All Springhill Consulting Group engagements are priced on a fixed fee basis. The professional fee for this engagement is $75,000 All project-related expenses, including travel and data/telephone charges, will be billed separately at cost. Project-related expenses will not exceed 10% of the professional fee.

All invoices are payable within forty-five (45) days of issue. A late fee of 1 % per month on any undisputed outstanding balances past 45 days from date of issue will be added to the outstanding invoice monthly.

Client Satisfaction Guarantee

We invoice ½ of professional fees at engagement kickoff for immediate processing. At engagement completion, we present another invoice for the second ha f of professional fees. Springhill clients are invited to pay the final invoice up to their level of satisfaction.



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Johnson & Johnson Experience

Springhill Consulting Group is particularly well-equipped to support J&J Baby Care's professional sales team in a pricing analysis. We have a strong track record of delivering high-quality, actionable outputs to Johnson & Johnson clients, with a world-class research capability enabling us to broadly and deeply canvass the market for unique insights.

Springhill has delivered engagements across Johnson & Johnson similar in scope and process to the one outlined in this document. Our Johnson & Johnson supplier number is 397562001. Recent Springhill clients within J&J include:

Isabelle Barber Ortho-Clinical Diagnostics Director, Marketing and Strategic Planning 908-218-8060 ibarber@its. jnj .com

Dan Duran Centocor Ortho Biotech Product Director 201-981-4727 dduran@its. jnj .com

Rengin Konuk Ethicon Director, Competitive Intelligence 908-218-3380 [email protected]



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Engagement Leadership

Ryan J. Christie Springhill Consulting Group Senior Vice President 121 W. Wacker Drive Suite 3300 Chicago, IL 60601 773-960-2318 [email protected]

A Senior Vice President and Principal of Springhill Consulting Group, Mr. Christie is the leader of Springhill's relationship with Johnson & Johnson. Mr. Christie has assisted health care clients in strategic planning, competitive analysis, market entry strategy, benchmarking, customer assessment, merger & acquisition due diligence, and generic entry threat assessments. Pharmaceuticals, medical devices, diagnostic testing, and health-related consumer products have been major focal points of Mr. Christie's fourteen years of activity in the healthcare space.

From 2001 to early 2008, Mr. Christie was a Senior Vice President and Principal of The Beacon Group, a New England-based consultancy. At Beacon, Mr. Christie led the firm's Healthcare practice and spearheaded its geographic expansion. One of the co founders and two owners of the firm, Mr. Christie served as Secretary on Beacon's Board of Directors.

Prior to Beacon, Mr. Christie was Vice President at Kaiser Associates, advising clients in multiple fields including telecommunications, information technology, consumer products, pharmaceuticals, utilities, defense and publishing. While at Kaiser, Mr. Christie spoke to the Society of Competitive Intelligence (SC'P) on the topic of "Competitive Profiling".

Mr. Christie is a graduate of Georgetown University's Edmund A. Walsh School of Foreign Service, and holds a 8.S. in International Politics. He serves on Springhill Consulting Group's Board of Directors and is a member of Wakozi.com's Board of Advisors.



9 of 11 Pitt _J NJ_ 00082868 JNJ000437561

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T. Matthew Laughlin Springhill Consulting Group Senior Vice President 2300 N. Pershing Arlington, VA 22202 571-431-6897 [email protected]

A Senior Vice President and Principal of Springhill Consulting Group, Mr. Laughlin leads the Consumer Goods Practice. Over the past 11 years, Mr. Laughlin has advised Consumer Goods clients on a variety of growth related issues, including; new market entry, acquisition support, competitive strategy, customer assessment, and innovation. Matt's experience spans a number of Consumer Goods categories, including; Beverages, Consumer Electronics, Consumer Healthcare, Food/Snacks, Household Products, Personal Products, Pet Care, and Recreational Vehicles

Mr. Laughlin holds a Master of Business Administration degree from The Wharton School and a Bachelor of Arts degree in U.S. Government from the University of Virginia.

Springhill Consulting Group's philosophy is to involve its principals extensively in the delivery of work to ensure the highest quality output. As such, Mr. Christie and Mr. Laughlin will be thoroughly active in the day-to-day delivery of this engagement and expect to be Springhil/'s primary point of contact with the J&J team.



10 of 11 Pltf _JNJ _ 00082868 JNJ000437562

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Acceptance

The engagement entitled Pricing Analysis: J&J Baby Professional Sales can be accepted by signing below and faxing to 425-660-2318.

J&J Professional Baby Care

By:

Name

Dare _

P.O. Number _

Springhill Consulting Grouo, Inc. (Supplier# 397562001)

By:

Name Ryan J. Christie

Title Senior Vice President

Date January 26, 2010



11 of 11 Pltf _JNJ _ 00082868 JNJ000437563


AttachCount 0 ORIGINAL Custodian Stanavage, David ORIGINAL DATA Prod Vol TALC PROD 001 ORIGINAL DocExt pdf ORIGINAL DocumentType Email Attachment ORIGINAL FileName 1 25 10 JJ Baby Care Professional.pdf ORIGINAL Hash Value 8d61bb999cbd4e681ac2e716b313a92b ORIGINAL PgCount 11 ORIGINAL ProdVol TALC PROD 001 ORIGINAL Redacted Yes ORIGINAL Trial Ex Number Pltf JNJ 00082868 ORIGINAL

From: To: Sent: Subject:

Stanavage, David [CPCUS] Crawford, Katherine [CPCUS] 8/5/2014 4:00:52 PM RE: Amerinet VH52800 Baby Price file for extension(2).xlsx

Professional GPO contracting is different.

You have a few minutes to chat?

From: Crawford, Katherine [CPCUS] Sent: Tuesday, Auqus t, 05, 2014 12: 00 PM To: Stanavage, David [CPCUS) Subject: RE: .11.merinet VH52800 Baby Price file for extension(2) .xlsx

Hi David,

The pricing you've included below isn't familiar to me. I only have visibility to those that are in Bl-B4 bracket pricing.

Do you know who sets this pricing below? We aren't taking price on powder for our retailers so I'm not sure what would be driving this.

Thanks, Katherine

From: Stanavage, David [CPCUS] Sent: Tuesday, August 05, 2014 11:39 AM To: Crawford, Katherine [CPCUS] Subject: RE: Arnerinet VH52800 Baby Price file for extension(2) .xlsx

Katherine. You around?

Need a few bullet points for powder.

From: Delaney, James [HCSJ Sent: Thursday, July 31, 2014 4:02 PM To: Stanavage, David [CPCUS] Subject: Arnerinet VH52800 Baby Price file for extension(2).x:..sx

David,


1 of 3 Pltf_JNJ_OOOBRII0433883

On the attached I have high-lighted and shown below are four code where Amerinet is asking if we have supporting rationale for the price increase. I have told him the pricing was firm for three years and we were passing along the manufacturing price increases we receive.

Current Product Code

Product Description

uom cd

Contract Price thur 8/31/14

Price effective 9/1/2014 -

003001

JOHNSON'S® Baby Powder, Original Talc, 1.5 oz.

EA

$0.27

$0.29

003011

JOHNSON' S(!il Baby Powder, Original Talc, 4 oz.

EA

$0.43

$0.44

003044

JOHNSON'S® Baby Powder, Pure Cornstarch/Aloe & Vit. E, 4 oz.

EA

$0.43

$0.44

005256

JOHNSON'S® Baby Powder, Pure Cornstarch/Aloe & Vit. E, 1.5 oz.

EA

$0.27

$0.29

Can you confirm and/or provide any other supporting rationale for this increase.

Thanks

Jim Delaney


2of3 Pltf _JNJ_OOOBDP433884

James Delaney

Contract Manager cid:[email protected] Enterprise Contracting

425 Hoes Lane Piscataway, New Jersey 08855

(office (732) 562-3502 ' Cell: (973) 945-7284 ?fax (732) 562-7477 <mailto:[email protected]>

[email protected]

Protected Document--Subject to Protective Order J NJ 000433885

3 of 3 Pltf_JNJ_OOOBIIDl433885


AttachCount 0 ORIGINAL Custodian Stanavage, David ORIGINAL DATA Prod Vol TALC PROD 001 ORIGINAL DateRecieved 08/05/2014 4:00 PM ORIGINAL DateSent 08/05/2014 4:00 PM ORIGINAL DocExt Email ORIGINAL DocumentType Email ORIGINAL Emai1Subject RE: Amerine! VH52800 Baby Price file for extension(2).xlsx ORIGINAL FileName RE: Amerine! VH52800 Baby Price file for extension(2).xlsx ORIGINAL From "Stanavage, David [CPCUS]" <"/o=jnj/ou=cpcussk/cn=recipients/cn=dstanava"> ORIGINAL Hash Value eeed907445e58a0f61cfb71cca9b38d1 ORIGINAL PgCount 3 ORIGINAL ProdVol TALC PROD 001 ORIGINAL To "Crawford, Katherine [CPCUS]" <[email protected]> ORIGINAL Trial Ex Number Pitt JNJ 00082191 ORIGINAL

Because Evidence-based Care Requires Evidence-based Products .

' ·. ::-:~::::·

PRODUCTS THAT CLEANSE

PRODUCTS THAT MOISTURIZE

PRODUCTS THAT SOOTHE

Oesitin®


1 of 6 Pltf_JNJ_00081941 JNJ000431907

EARNING TRUST WITH EVERY BOTTLETM

Why the JOHNSON'S® Baby Brand?

PRODUCTS THAT MEET UNPARALLELED STMJDARDS• More than 100 years of experience, evidence-based care, and passionate commitment in every bottle. Take a closer look at our commitment at www.safetyandcarecommitrnent.com

• Meet the 2013 AWHONN Neonatal Skin Care Guideline product selection criteria

• Undergo constant evaluation to best meet the unique needs of baby's skin, hair, and eyes

• Continually innovating to lead the way in newborn skin care: Clinically Proven Mildness?". NO MORE TEARS® Formula, and hypoallergenic fragrances and formulas

. ·--·-·-·-·--·-·-·-·--·-·--·-·-·-·---·-·-·--·-·-·-·-·-·-·-·-·--·-·-·---·-·-·-·---·-·-·--·-·-·-·---·-···---·-·-·---·-·-·----·-·-·--·-·-·-·--·-·-·-·-·--·-·-·--···-·---·-·--·-·-·-·-·-·-···-·-·-,

I Redacted: Other Product : ! i

i-·-·-·-·--·--·-·--·-·-·-·-·-·-·---·-·--·-·-·-·--·-·-·-·--·-·-·-·--·-·-·-·--·-·-·---·--·-·---·-·-·---·-·---·-·--·-·---·-·-·-·-·-···-·--·--·----·-·-·--·-·-·-·--·-·-·--·-·-·--·-· i

UNMATCHED PROFESSIONAL PARTNERSHIPS• Over 50 years of providing more medical education, scientific research, clinical publications, and nursing programs related to healthy baby development than any other infant skin care company

• Educational in-service support for hundreds of hospitals and thousands of nurses

• 24/7 professional support, education, and product information available at www.johnsonsprofessional.com

• Downloadable patient education videos and materials in 7 languages covering bathing, diapering, breastfeeding, and infant massage available at www.dickingwithmoms.com

• Instant access to the latest in evidence-based neonatal skin care practices available at www.infantskincareguidelines.com

• A nationwide campaign developed by Johnson & Johnson that supports and honors the role of the nursing profession available at www.campaignfomursing.com

That's Why the JOHNSON'S® Baby Brand Remains the #1 Choice of Hospitals. Order for Your Hospital Today.


2 of6 Pltf_JNJ_00081941 JNJ000431908

. . --- . ·-·----- . - - -·-- -- - - --·- - -·-·- - -· --·--·-·-·-·-----·--·-·-------·---·----·-·-·-·---·-·-·-·--·-·-·-·-·-·-----·--·-·-----·----------·-·-·--·-------·--·-·- - ---·---·--·-·-·-·--·-·-·-·-- - - -;;;;

i

Redacted: Other Product

;;L.•-•-•-•-•-•-•--•-•••••-•--•-•••••--•-•-•--·-••·-·••--·•·-·---·•·•·--·-·-·-·-·--·-·-·-·--·-·-·-·-·-·-·-·-·--·--·-·-·-·-·--·-·-•••--•••••••-••••••••--·-·-·•·--·-••••••••••••••·---••••••••-••••••·--·-···--·-••••••••-•••••-•-·•···-·--·-·-·-·•-•••••••--••••• I


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Products That Soothe ..•

JOHNSON'S~ Baby Powder Gentle baby powder thatabsorbs excess moisture.

1j;c

"[~

• Helps reduce irritation caused by friction

• Hypoallergenic and dermatologist-tested

• JOHNSON'S" Baby Powder Pure Cornstarch With Aloe Vera & Vitamin E Gently absorbs excessmoisture and keeps skin smooth and fres t.

• Gently absorbs moisture

• Hypoallergenic and dermatologist-tested

,-·-·---·-·-·-·--·-·-·-·--·-·-·-·-·-·-·-·-·--·-·-·-·--·-·-·-·-·-·-·--·-·-·-·--·-·-·-·--·-·-·-·--·-·-·-·--·-·-·-·---·-·-·---·-·-·---·-·-·---·-·-·---·-·-·-·--·-·-·-·-·-·-·-·-·-·-·-·-·-·--·-·-·-·-·-·-·-·-·--·-·- ;;ii


i!;: ;i!

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Reference: 1. Data on file. Johnson & Johnson Consumer Prodccts Company Division of Johnson & Johnson Consumer Corrnanies, Inc. Skillman, NJ, USA.


5 of6 Pltf_JNJ_00081941 JNJ000431911

Place your order for evidence-based care.

PRODUCT ITEM CODE SIZE CASE QUANTITY

Products That Cleanse

1

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Products That .l:· JOHNSON'S" Baby 003001 1.5 oz 96/caseSoothe ~' Powder 003011 4 oz 48/case·,:~., i.; .. ~:-

=, .... =-

JOHNSON'S" Baby 005256 1.5 oz 96/case=~_:: Powder Pure Cornstarch 003044 4 oz 48/case

,-----------------·-·--·-·-·-----------·-·-·---------------·-·--·--·-·--·-·-·---·-·----·-·---·-···-·--·-·-·-·--·-···-·--·--·-·---·-·-·--·-·--·-·-···--·-···---.! !i II !! i! !

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i-·-·-·-·-···--·-·····-~·-·--·-·····-·-·-·-···---·-·-·-·-·-·-·-·---·-·-·-·-·-·-·-·-·--·-·-·-·--·-·-·-·--·-·-·-·-·-·-·-·-·--·-·-·-·--·-·--·-·-·-·-·-·-·-·-·--·-·-·-·-·-·-·-·-·--·-· i

Trusted by these leading GPO Contracts.

Amerinet VH52800 ~ Broadlane GJ-195 • MedAssets BM-02680 ~ Novation MS2342 ~ Premier PP-WC-059

For fastest implementation, sign and fax as instructed on the PMDF/LOC/LOR. No local representative signature required.

For general information on JOHNSON'S® Baby and DESITIN® products, please call 1-866-565-2229 (8 AM to 8 PM ET, M-F)or visit www.johnsonsprofessional.com

For contract status or to verify eligibility, call the J&J HCS Customer Solutions Center at 1-800-814-9301 (8 AM to 8 PM ET, M-F)or e-mail [email protected]

10 Johnson & Johnson Consumer Companies, Inc. 2014 BBY,32655


6 of6 Pltf_JNJ_00081941 JNJ000431912


AttachCount 0 ORIGINAL Custodian Stanavage, David ORIGINAL DATA Prod Vol TALC PROD 001 ORIGINAL DocExt pdf ORIGINAL Document Type Email Attachment ORIGINAL FileName BBY A32655 GPO Catalog FINAL 12 19.pdf ORIGINAL Hash Value 145dd1614704ba2d3d6e5a417e359964 ORIGINAL PgCount 6 ORIGINAL ProdVol TALC_PR0D_001 ORIGINAL Redacted Yes ORIGINAL Trial_Ex_Number Pltf_JNJ_00081941 ORIGINAL

Evidence based medicine

3/5/2018 MMS History

This is Google's cache of http://www.mmsmedical.com/mms_History.aspx. It is a snapshot of the page as it appeared on Mar 1, 2018 01 :24:39 GMT. The current page could have changed in the meantime. Learn more

Full version Text-only version View source

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• Home• About Us• Divisions• Manufacturers• Contact Us• News• Specials• Online Ordering• Employment• Education

MMS -A Medical Supply Company was founded in 1970 under the name ofMidwestMedical Supply Company, Inc. and focused on the acute care market. The company'sgoal of becoming the most customer-driven healthcare provider is as important today,as it was over forty years ago. Today, MMS's broad spectrum of healthcare supplychain solutions, operates under the name MMS, A Medical Supply Company.

1970 Company founded as Midwest Medical Supply, in St.Louis, Missouri,providing medical surgical products to local hospitals.

•

1996 The current owners purchased Midwest Medical Supply with locations inMissouri, Kansas and Guam.

2001 Added a distribution center in Houston, Texas

2002 Acquired Perigon Medical Supply, consisting of six locations. Beganoperating under the name of MMS - A Medical Supply Company

o Historyo Mission &

Visiono Marketing

Materialso Management

Teamo Affiliations

2003 Harris Hospital Supply, a major Chicago area distributor, was added to theMMS portfolio

2004 In response to a contract awarded by the state of Louisiana, MMS opened adistribution center in Baton Rouge

o Acute Care2006

0 AE· MOSS S . MMS acquired the acute care and extended care divisions from Henry Schein

o ervices I d bl. h . f h C d ddi . d. . .0 E t d ed nc., ou mg t e size o t e ompany an a mg imme rate penetration mto

x en e the Greater New York/New Jersey markets. This acquisition included a state-Careof-the-art 200,000 sq. ft. distribution center in Secaucus, New Jersey.o Government

o Home Careo Hospiceo Industrial MMS was ranked the #96 largest privately held company in Missouri by The

St. Louis Business Journal. o Primary Careo Redi~tribution

20070

MSpeciat:tyt Acquired Medical Innovations adding locations in Georgia and Northo anu .ac urer C 1.

List aroma.o Equipmento Email Form

http://webcache.googleusercontent.com/search?q=cache:KcJizldbKGUJ:www.mmsmedical.com/mms_Hist:Jry.aspx+&cd=2&hl=en&ct=clnk&gl=us 1/2

3/5/2018 MMS History

o OfficeLocations

o Barcoding• Features 2008 • Options MMS ranked 15th Fastest Growing Private Company in St. Louis Area by• ScannersThe St. Louis Business Journal.

o FAQs

MMS was ranked the #56 largest privately held company in Missouri by The St. Louis Business Journal.

o Press MMS was ranked the #50 largest privately held company in Missouri by The Releases St. Louis Business Journal.

o News Articles2009 MMS was ranked the #40 largest privately held company in Missouri by The St. Louis Business Journal.

2010 MMS remains one of the largest privately held regional distributor ofhealthcare supply chain solutions in the U.S.

MMS now has divisions dedicated to EMS, government facilities, home care,hospice, hospitals, industrial business, nursing homes, physician practices,redistribution, specialty products as well as a retail business.

800-736-2115© 2011 MMS - A Medical Supply Company

http://webcache.googleusercontent.com/search?q=cache:KcJizldbKGUJ:www.mmsmedical.com/mms_History.aspx+&cd=2&hl=en&ct=clnk&gl=us 2/2

JOHNSON'S® BabyPremier GPO Pricing Strategy

David Stanavage

October 8, 2013

Situational Analysis: Key Dates

0 August 16, 2013: Premier RFP/RFI submitted

0 October 18, 2013: Premier Pricing Submission due

0 June 30, 2014: Current 3-year Premier Contract Expires

Page 2

Situational Analysis: Problem Statement0 Premier represents 20% of JOHNSON'S® Baby Hospital GPO sales and its

contracted membership is critical to the professional and consumer brand strategy

0 Hospital baby product contract space highly competitive

0 Pricing/cost key decision driver followed by ingredients

0 JOHNSON'S® Baby lost HPG contract to Medline in November 2012

0 Six competitors included in the Premier product cross-reference

0 Hospitals have defected from JOHNSON'S® Baby due to ingredients

• JOHNSON'S Baby reformulated products planned for Q4, 2013

• Specific reformulation announcement underdevelopment

Page 3

Situational Analysis: Brand Strategy

0 Set new national pricing level +4.3% to cover anticipated COGs . increases

°ၝ~ Create optimal positioning in face of competition and ingredients 0 Allow for new formula adaptation + rebuild confidence

0 Maintain sales in Hospital Channel to support revenue and claims - 2013 Sales Goal of $19.3MM

- Supports brand equity, nurse endorsement and #1 hospital claim

Page4

Objective(s) / Recommendation

• Type of request: Strategy -Product pricing approval for Premier 3-year Contract

-Premier target pricing will match recently awarded Novation pricing (1/1/14-12/31/16) and will represent a new national GPO pricing level

-Request: -Approve product pricing from July 1, 2014 - June 30, 2017

Product Pricing 301o +4.3°/o +2.4% Admin Fees 3% 3% 3.0% Price Protection 3-yr fixed 18-mths 3-yr fixed

Page 5

Pricing Recommendation: Target Plan

•+4.3% Price Increase: New National Pricing Level (New Novation Pricing)

I- - -- -Premier Premier Proposed Proposed OVER 2013 COGs 2013C0Gs Current Contract Contract Sole Source

(07/112011- 06130114) (07/0112014-0613012017) {Sole Source) Item# Product Description

I PRICE PRICE PRICE PRICE PRICE PRICE PRICE PRIC£ %Over EACH CASE EACH CASE EACH CASE EACH CASE COGS

~1003511 JOHNSON'S® BABY LOTION 1 OZ $ 0.19 $ 27.33 $ 0.19 $ 27.36 $ 0.21 $ 30.24 S0.02 $2"91 11% ;,1003508 JOHNSON'S® BABY LOTION 4 OZ $ 0.40 $ 19.30 $ 0.44 $ 21.12 $ 0.46 $ 22.08 $0.06 $2.78 14% "100417•0 JOHNSON'S® BABY OIL 3 OZ. $ 0.61 $ 29.38 $ 0.80 $ 38.40 $ 0.80 $ 38AO $0.19 $9.02 31% "1005256 JOHNSON'S® BABY POWDER, CORNSTARCH W/ALOE & VITAMIN E, 1.5 OZ $ 0 .. 25 $ 24.22 $ 0.27 $ 25.92 $ 0.29 $ 27.84 $0.04 $3.62 15% '1003044 JOHNSON'S® BABY POWDER, CORNSTARCH W/ALOE & VITAMIN E, 4 OZ $ 0.36 $ 17.44 $ 0.43 $ 20.64 $ OM $ 21.12 S0.08 $3.68 21% "1003001 JOHNSON'S® BABY POWDER, TALC, 1.5 OZ $ 0.2·6 $ 25.02 $ 0.27 $ 25.92 $ 0.29 $ 27.84 $0.03 $2.82 11'% "1003011' JOHNSON'S® BABY POWDER, TALC, 4 OZ $ 0.37 $ 17.98 $ 0.43 $ 20.64 s OM $ 21.12 S0.07 $3.14 11% "1003712 JOHNSON'S® BABY SHAMPOO, NO MORE TEARS®, 1.5 OZ $ 0.22 $ 32.30 $ 0 .. 28 $ 40.32 $ 0.29 $ 41.76 so.01 $9.46 29% '1003715 JOHNSON'S® BABY SHAMPOO, NO !MORE TEARS®, 3.5 OZ $ 0.48 $ 22.89 $ 0.45 $ 21.60 $ OA9 $ 23.52 $0.01 $0.63 311. "1115454 JOHNSON'S® BABY WIPES, NO MORE TEARS®, package of 25 wipes $ 0.75 $ 4.50 $ 1.50 $ 9.00 $ 1.50 $ 9.00 S0.75 $4.50 100%

'1102344 JOHNSON'S® COTT-ON SWABS, 100% COTTON, package-of 30 swabs - $ o.se -$ 34.54 -$ Oa50, $ 48.00-- ---$ o.50 -S 48.00 S0.14 $13.46 -----39%

'1003268 JOHNSON'S® HEAD-TO.TOE® BABY WASH, NO MORE TEARS®, 1 OZ $ 0.18 $ 26.21 $ 0.18 $ 25.92 $ 0.21 $ 30.24 S0.03 $4.03 15%

~0013107 JOHNSON'S® HEAD-TO-TOE® BABY WASH, NO MORE TEARS®, 4 OZ '$ IU2 $ 20.16 $ •0.39 $ 18.72 $ 0.46 $ 22.08 S0.04 $1.92 10% "1102786 JOHNSON'S® NATURAL@ BABY LOTION 1 OZ $ 0.30 $ 42.49 $ 0.36 $ 51.84 $ 0.36 $ 51.84 S0.06 $9.35 22% "1115.54.9 JOHNSON'S® NATURAL® BABY SHAMPOO, NO MORE TEARS®, 1 OZ s 0.29 $ 41.77 $ 0.36 $ 51.,84 $ 0.36 $ 51.84 S0.07 $10.07 24% '1115547 JOHNSON'S® NATURAL@ HEAD-TO-TOE® BABY WASH, NO MORE TEARS®, 1 01. $ 0.29 $ 41.36 $ 0.36 $ 51.84 $ 0.36 $ 51.84 S0.07 $10.48 25% °1001,774 JOHNSON'S® Nursing Pads, 36 ct. s 1_59 $ 9.54 $ 2.02 $ 12 .. 12 $ 2.02 s 12.12 $0.43 $2.58 27%

~101,840 JOHNSON'S® Nursing Pads, 60 ct. '$ 2.63 $ 31.54 $ 3.08 $ 36.96 $ 3.08 $ 36.96 $OA5 $5.42 17~"5149513 DESI.TIN® DIAPER RASH OINTMENT, 40%ZINCOXIDE,.1 OZ $ 0.58 $ 20.89 $ o..ao $ 28.80 $ 0.80 s 28.80 S0.22 $7.91 38%

Page 6

Pricing Recommendation: Fall Back Plan

• +2.4% Price Increase r - - Premier National Premier Proposed Contract Proposed OVER 2013 201JCOGs Current Contract ttem 11 Product Description (ending 6/30/14) {7/1/2014-613012017) COGs

PRICE PRICE PRICE PRICE %0Ver EACH CASE EACH CASE PRICE EACH PRICE CASE PRICE EACH COGS

"1003511 JOHNSON'S® BABY LOTION 1 OZ $ 0.19 $ 27.33 $ 0.19 $ 27.36 $ 0.20 $ 28.80 $0.01 5"-e "1003508

-

JOHNSON'S® BABY LOT1ION 4 OZ $ 0.40 $ 19.30 $ OA4 $ 21.12 $ 0.45 $ 21.60 $0,05 12% "1004170 JOHNSON'S® BABY OIL 3 OZ. $ 0.61 $ 29.38 $ 0.80 $ 38.40 $ 0.80 $ 38.40 $0.19 31% "1005256

- -JOHNSON'S® BABY POWDER, CORNSTARCH W/ALOE & VITAMIN E, 1.5 OZ $ 0.25 $ 24.22 $ 0.27 $ 25.92 $ 0.27 $ 25.92 $0.02 7~

i003044 - -

JOHNSON'S® BABY POWDER, CORNSTARCH W/ALOE & VITAMIN E, 4 OZ $ 0.36 $ 17.44 $ 0.43 $ 20.64 $ 0.43 $ 20.64 ·$0,07 18:'% "1003001

- -JOHNSON'S® BABY P01NDER, TALC, 1.5 OZ $ 0.26 $ 25.02 $ 0.27 $ 25.92 $ 0.27 $ 25.92 $0.01 4°'o

"1003011- -

JOHNSON'S® BABY POWDER, TALC, 4 OZ $ 0.37 $ 17.98 $ 0.43 $ 20.64 $ 0.43 $ 20.64 S0.06 15% °1003712 JOHNSotl'S® BABY SHAMPOO, NO MORE TEARS®, 1.5 OZ $ 0.22 $ 32.30 $ 0.28 $ 40.32 $ 0.29 $ 41.76 $0,07 .29%~003715

- - JOHNSON'S® BABY SHAMPOO, NO MORE TEARS®, 3,5 OZ $ 0.48 $ 22.8-9 $ 0.45 $ 21.60 $ 0.49 $ 23.52 $0.01 3~.

"11154.54 JOHNSON'S® BABY WIPES, NO MORE TEARS®, package of 25 wipes $ 0.75 $ 4.50 $ 1.50 $ 9.00 $ 1.50 $ 9.00 $0.75 100% i102344 JOHNSON'S® COTTON SWABS, 100% COTTON, package of 30 swabs $ 0.36 $ 34.54 $ 0.50 $ 48.00 $ 0.50 $ 48.00 ·$0.14 39% °1003268-

- JOHNSON'S® HEAD-TO-TOE® BABY WASH., NO MORE TEARS®, 1 OZ $ 0.18 __i_ 26.21 $ 0.18 $ 25.92 $ 0.20 $ 28.80 $0.02 10¾

°1003107 JOl-lNSON'S® HEAD-TO-fOE® BABY WASH, NO MORE TEARS®, 4 OZ $ 0.42 $ 20.16 $ 0.39 $ 18-.72 $ OA5 $ 21.60 $0.03 70,.

°1102786-

JOHNSON'S® NATURAL® BABY LOTION 1 OZ $ 0.30 $ 42.49 $ 0.36 $ 51.84 $ 0.36 $ 51.84 S0.06 22'%°1115548 JOHNSON'S® NATURAL® BABY SHAMPOO, NO MORE TEARS®, 1 OZ $ 0.29 $ 41.77 $ 0.36 $ 51.84 $ 0.36 $ 51.84 SOi07 24% "1115547 JOHNSON'S® NATURAL® HEAD-TO-TOE® BABY WASH, NO MORE TEARS®, 1 0, $ 0.29 $ 41.36 $ ·0.36 $ 51.84 $ 0.36 $ 51.84 S0 .. 07 25'%,.1001774 JOHNSON'S® Nursing Pads, 36 ct. $ 1.59 $ 9.54 $ :2.02 $ 12.12 $ 2.02 s 12.12 S.0.43 27% "11018-40 JOHNSON'S® Nursing Pads, 60 ct. $ 2.63 .$ 31.54 $ 3.08 $ 36.96 $ 3.08 $ 36.96 SOA5 17,;. "5149513 DESITIN® DIAPER RASH OINTJll1ENT, 40% ZINC OXIDE, 1 OZ $ 0.58 $ 20.89 -$ 0.80 $ 28.80 $ 0.80 $ 28.80 S0.22 38%

Page 7

Recommendation: Premier Product Pricing

• Approve product pricing from July 1, 2014 - June 30, 2017

Product Pricing 3% +4.3% +2.4% Admin Fees 3% 3% 3.0% Price Protection 3-yr fixed 18-mths 3-yr fixed

Page 8

GPO Contract Status

Novation 12/31/2011 Newly Awarded

MedAssets 6/30/2011

Broadlane 10/31/2011

Premier 7/01/2011

12/31/2016 +4.3% y

Amerinet 8/31/2011

HPG 9/30/2012

10/31/2013

10/31/2013

6/30/2014

8/31/2014

10/1/2012

+l.3%

+9.4%

+6.6%

y

y

y

Succeeded by Broadlane Agreement

Extension to 12/31/2013

RFI/RFP Submission

+2.3% y

Contract expired 11/31/2012

Page 10

J@~ITT)~@ITT)~~ ~@~}! ~@~~D~@~

ll@~@~@~@~ ~D~~ (Q)~~

October 28, 2015

~~ CONSUMER INC. ,,9r: Desitin.

-Agenda

0 Background

0 Hospital Telesales Initiative Overview

0 Training Materials

0 Timing & Next Steps

0 Input for Telesales Script

~~ CONSUMER INC. 2

~@~~~ [F@ (UJ [n]@

~~ CONSUMER INC. 3

Baby's rst Bath in Hospitals Critical EntryPoint for JOHNSON'S®In-hospital use drives nurse influence and ongoing brand loyalty

CONSUME R>INt<B~ Novaquant 2011 Hospital Tracking Study--Based off of moms with 3 month old 4 baby or younger

Gateway to Hospital Sales:GPOs and Distributors

• Johnson & Johnson Consumer Inc (J&JCI) does not sell direct to hospitals

• Thus, we rely on GPOs and Distributors/Wholesalers

Contract Type Contract Expiration

Amerinet Multi source 8/31/2016

Novation Sole source 12/31/2016

Premier Dual source 6/30/2017

Premier Ascend Sole source 6/30/2017 -OFF CONTRACT HPG 11/30/2012

MedAssets 3/31/2014

5

Still leading in hospital recommendations ...and slight rebound in hospital sales

r-------------------------------------- I1 Johnson's Baby (A) ·-----------

Aveeno Baby (B)

Baby Magic (C )

California Baby (D)

J&J Baby hospital sales declining: -30% since 2011 • Ingredient concerns, pricing-value, tarnished reputation

New mom pressure for alternative products in hospital • Medical distributor PL, natural competitive entrants • Lost GPO contracts (HPG: 10/2012, MedAssets 3/2014)

-

Clea nsi ng/Bathi ng

11 I I I currently suggest to parents

I previously suggested to parents I I have heard of but never suggest ! I suggest AGAINST using it I Not aware of brand

$25.0$20.0$15.0$10.0$5.0

$-

Hospital GTS $(MM) $22li--s2f5-------- -30%

$ll.B $~5~8 $15.0

2011 2012 2013 2014 YTDSept2015

1,200+ Hospitals NO

longer purchasing

JBaby

400+ Hospitals return via

independent contracts (YTD}

r---- : Desitin L----

A&D

Aquaphor

23%

%

%

40% 17% 33%

Diaper Rash Treatment/Prevention

~~ CONSUMER INC. Source: GfK HCP Tracker Feb 2014. 6

Independent Contract Strategy

0 Initiated in April 2014 after 2nd GPO loss (MedAssets)

0 Baby sales force reaching out to hospitals within called-on list to gain back business via discounted pricing offered through Independent Contract

0 To date, executed 73 contracts representing 1,638 hospitals ./ 2014 - 50 PCAs & 12 PAs executed (1 B PAs drafted) ../ 2015- 10 PCAs & 1 PA executed (1 PA drafted)

7

~@~[p)O~@~ lJ@~@~@~@~ ~[n)D~D@~D~@

(Q)~@~D@~

~~ CONSUMER INC. 8

_ Assignment for Alta Resources

0 Experienced Healthcare Sales Representatives (HSRs) to call on hospitals previously purchasing when JOHNSON'S products were on contract - For now, focus on MedAssets as final award decision with HPG is

pending

0 With MedAssets purchasing Broadlane, this represents -800hospitals

0 In addition to phone solicitation, HSRs will also follow-up and reinforce message via e-mail

0 Alta Resources will work from contact list provided by JJHCS, but will clean/enhance with additional information gathered to provide a current, comprehensive database

9

Training Materials Needed

Content Lead Status

Independent Contract Overview Science overview

Product Key Messages

Health Care Compliance (HCC) Sales Tools (Provide as reference to HSRs)

Telesales Script

Carlotta Ross To be drafted

Lorena Telofski Adapt from Baby 2015 POA slides

Shuet Moy/ Chuck Hawkins To be drafted

Ed Benson Update to slides from Baby 2015 POA as appropriate

Shuet Moy Existing tools 0 Reformulation Brochure 0 Sots Sales Aid 0 Select pages from iRep

Kris Forsling (Alta) To be drafted

10

Timing & Next Steps

Timing Task Lead

End October

Week of November 16th



Week of December 7th

Week of December 14th

Confirm # of hospitals for this Shuet telesales initiative

Training slide drafts to Shuet J&J Team

Telesales script to Shuet for Alta Cocoon submission

Finalize training slides J&J Team

WebEx training All

WebEx role play Alta HSRs, Shuet, Chuck/Jayne

11

CC@ml~[f@~~Dm1~ ~@~~~[f@(UJITTlcdJ ~

~ml[P)(UJ~ ~@[f U@~@~@~@~ ~~[fD[P)~ I

~~ CONSUMER INC. 12

Key Terms

0 GPO - Group Purchasing Organization - An entity that is created to leverage the buying power of a group of hospitals to obtain

discounts on products. The GPO contracts with the manufacturer, and offers the contracted price to their members.

- The largest GPOs are: Novation, Premier, MedAssets, HPG, and Amerinet

0 Independent Contract - J&J Consumer initiated the strategy to offer discounted pricing to hospitals and eligible

facilities who no longer have access to GPO pricing with JOHNSON'S® Baby Products no longer on their GPO contract

0 "Contract Price" or "On Contract" - Refers to GPO or Independent contract price. Each of our hospital codes have one

contract price that is available to everyone on contract.

0 Distributor or Wholesaler - J&JCI does not sell direct to hospitals, we sell to distributors who then sell to hospi4-1e - Distributors for JOHNSON'S include: Cardinal Health, Owens & Minor, Medline,

Dekroyt & Metz, Professional Hospital Supply, Care Line, Seneca Medical, Midwest Medical Supply, and McKesson Medical 13

Frequently Asked Questions

0 What types of products are contracted under this agreement? - Infant skincare products: cleansers, lotions, shampoos, baby powder, and diaper rash cream

0 Who should I contact to initiate a contract to purchase products? - Submit an email to the Consumer Contracting team at [email protected] or call

them at 800-814-9301, option #3

0 Do you sell products direct to hospitals? - No, all order are indirect and purchased through a distributor authorized by Johnson & Johnson

Consumer Inc.

0 The contracted price is not available - Reach out to your distributor to inquire whether they loaded the correct pricing into they system.

Pricing is loaded into the contracting system at J&J and EDI notification is sent out overnight to the distributor to upload into their system

0 Do you provide product samples? If so, what is the process to obtain samples? - J&J Consumer Inc. does provide product samples for certain patient education initiatives. Facilities

and staff interested in obtaining samples for training and educational services should contact the J&J Consumer local sales representative or call our Consumer Care Center at 866-565-2229 (Johnson's Brand) or 800-720-3843 (Desitin Brand)

14

Key Talking Points

0 Ask to speak with the Materials Manager and identify yourself as a Representative for Johnson & Johnson Consumer Inc, the makers of Johnsons' Baby products

0 Explain that the reason for you call is that they were a past purchaser of Johnsons' Baby products and we are extremely pleased to offer them the opportunity to contract as an independent so they can have access to discounted prices again

0 Reinforce that J&JCI offers competitive pricing -- Our products are contracted through GPO agreements or an Independent agreement with products ordered indirectly from an authorized distributor

0 To better forecast our supply needs, ask about quantity they usually (or intend to) go through each month

0 Thank the Materials Manager for their time, continued support and/or returning as a loyal Johnson's Baby customer ·

0 Let them know that they can contact JJHCS Contracting team with future questions or concerns

15

Sample Script

0 Hello [contact name], thank you for taking my call. My name is [insert your name] and I am calling on behalf of Johnson & Johnson Consumer Inc. for the Johnson's line of Baby Skincare products.

0 "Our records show you were a past purchaser of Johnson's Baby products and we are extremely pleased to let you know that we can offer you discounted prices on our products through our independent contract process."

0 We know that balancing cost and quality is always a challenge and our objective is to offer you discounted prices on our products.

Inquire whether they are affiliated with a GPO or not in order to provide the right direction on how to obtain discounted pricing]

0 Would you be interested in discounted pricing for our Johnson's Baby products? - This could be via a GPO contract or the Independent agreement

0 Thank you for your time today. (If appropriate: We appreciate your business.) 16

Johnson & Johnson Health Care Systems; (JJHCS) CONTACT

INFORMAT~ON

Carlotta Ross -~

[email protected] 800-814-9301, prompt #3

~~ CONSUMER INC. 17

Amerinet, Inc. Johnson & Johnson Health Care Systems Inc Group Purchasing Agreement #VH52800

Mutually Agreed Upon Standard Template February 2011

CONFIDENTIAL

~eriner

Group Purchasing Agreement

between

Amerinet, Inc.

2060 Craigshire Road P.O. Box 46930

St. Louis, MO 63146

and

Johnson & Johnson Health Care Systems Inc.

425 Hoes Lane Piscataway, NJ 08855

Amerinet Contract#: VH52800

Page 1 of 22


1 of 22 Pltf_JNJ_OOGBlDID5141107

Amerinet, Inc. Johnson & Johnson Health Care Systems Inc Group Purchasing Agreement #\11-152800

Mutually Agreed Upon Standard TemplalB February 2011

CONFIDENTIAL

Amerinet, Inc. Group Purchasing Agreement Table of Contents

Definitions

1. Definitions. .4

Offer and Acceptance 2. Reservation of Right. 3. Supplier's Offer. ... . ..... 4. Acceptance of Offer.

Supplier and Amerinet Obligations

........................................ 5. 5

.6

5. Participating Facilities. 6. Supply and Pricing. 7. No Disruption of Relationship with Member Facilities. 8. Custom Contracting. .. .. . . 9. Substitute Products.... . . 10. Distribution Through Authorized Disbibutors. 11. Distribution Directly to Participating Facilities .... 12. Material Safety Data Sheets. 13. Emergency Service/Disaster Plan.

Members Matters

14. Membership Recognlnon. 15. Participating Facilities Services . 16. Designation Forms .

Term and Termination

.6

.6. 6 . 6 ................................. . 7

.7

.7

.8

.8

.8. 8

. 9

17. Term . 18. Termination With or Without Cause . 19. Option to Terminate Existing Contracts with Supplier .. 20. Rights and Obligations Following Termination.

Supplier Reporting and Fee Requirements 21. Agreement Activity Report......................................... . 10 22. Agreement Administrative Fees......................................................... . 11 23. Rebates to Participating Facilities. ..11 24. Information Services Reporting Specifications.............................................. . 11 25. Right to Audit......... 11 26. Access to Books and Records........................ . 12

. 9 . .. 10

10 10

Assignment 27. Assignment ...

Warranties, Indemnification, and Compliance with Law

. 12

28.29.30.

Product Warranty .... Compliance with Legal Requirements. Industry Code of Conduct. .

12 12 14

Indemnification and Insurance

31. 32.

Indemnification. Insurance. . .

14 . 14

Product Marketing; Product Changes, Additions, and Modifications

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CONF,IDENTIA ..

33.34.35.36. 37.38.39.40.

Marketing and Sales Literature. New/Improved Product. New Clinical Developments. Product Discontinuation or Changes. Product Returns.... . .. Product Recall . Shelf Life. Single Use Products .

Notices 41.42.

Notice to Amerine! Notice to Supplier.

1415 15 15 15 15 1616

... 1617

Confidentiality

43. Confidentiality. . 17

Other Provisions

44.45.46.47.48.49.50.51. 52.53.54.55.56.57

Surcharges. No-Set Off. Trademark..... . . Force Majeure and Product Shortage. . . No Collusion... . . Independent Contractors. Unenforceable Provision. .... . .. ...... . .. Non-Waiver of Provisions. Governing Law. Arbitration. . .... Entire Agreement. Amendment........... . . Signature of Duly Authorized Representative . Counterparts ..

1717

. 17. 17

..................................... 17171818181819

. 19. .. 19

. 19

Addendum A1 - Product Specific Terms Addendum A2 - Product and Price List Exhibit A

Section I Supplier Registration, Verification and Credentialing Section II Pricing and Environmental Product/Service Attributes Section Ill Supplier Information Section IV Member Participation Section V Participating Facilities Designation, Loading and Recognition Section VI Contract Reporting Section VII Rebate Reporting Section VIII Supplier Reporting Period and Method Section IX Business Classification Section X HIPAA Readiness Section XI Designation Form Section XII Exclusive Designation Form Section XIII Amerine! Surcharge Statement Section XIV Returns Good Policy

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Amerinet , Inc . Johnson & Johnson Health Care Systems Inc Group Purchasing Agreement #VH52800

Mutually Agreed Upon Standard Temp late February 2011

CONFIDENTIAL

This GROUP PURCHASING AGREEMENT is made and entered into as of the Commencement Date (defined below) by and between Amerinet, Inc. ("Amerinet'), a Delaware corporation, and Johnson & Johnson Health Care Systems Inc. ("Supplier') on behalf of Amerinet's Participating Facilities defined in Paragraph 5.

WHEREAS, Amerine! is a group purchasing organization ("GPO") which enters into arrangements for the purchase of products and services on behalf of its Member Facilities; and

WHEREAS, Amerine! provides a broad portfolio of agreements capable of serving all health care organizations, both hospitals and non-hospitals alike, as well as non-health care members; and

WHEREAS, Amerinet's objective is to secure agreements with suppliers that provide its Member Facilities with products and services of optimum quality and price; and

WHEREAS, Supplier is a shared service for the Johnson & Johnson family of companies and a supplier of health care products;

WHEREAS, Supplier desires to provide products of Professional Baby Products to AmeriRet's Participating Facilities pursuant to the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, Amerine! and Supplier agree as follows:

Definitions

1. Definitions. Unless otherwise defined in the text of this Agreement, capitalized terms used herein shall have the meaning ascribed to them in this Paragraph: a) Agreement or GPA means this Group Purchasing Agreement, as signed by Supplier and

Amerine!, together with the attached Exhibit A and Addendum~.

b) Agreement Activity Report means the report Supplier is required to submit to Amerine!, specifying all Net Contracted Purchases (defined below) under this Agreement. Such report format shall be specified in the Exhibit A, Section VI.

c) Agreement Administrative Fee means the percentage of Net Contracted Purchases that are realized or generated as a consequence of this Agreement or any custom contracting arrangement between Supplier and ~ AmeriRet Participating Facility under this Agreement which are payable to Amerine!.

d) Agreement Period means the period beginning on the Commencement Date (defined below), and ending on the earlier of (1) the End Date (defined below), or (2) the date of termination pursuant to the termination provision of this Agreement.

e) Agreement Price means the Supplier's contracted price (before Agreement Administrative Fees, taxes, Authorized Distributor mark-ups, shipping charges if applicable) for all Products (defined below) covered by this Agreement, as negotiated and agreed to in this Agreement by Amerine! and Supplier.

f) Authorized Distributor means those dealers, distributors and/or wholesalers authorized in writing by Amerine! and Supplier to distribute Products.

g) Class of Trade or COT means the adjective tifle, definition, and/or numerical identifier that Supplier assigns to Member Facilities to determine eligibility for contract pricing.

h) Commencement Date means July 1, 2011 the date this Agreement goes into effect.

i) Discount means any pricing discount at time of sale for purchase of a given Product as set forth in Addendum A2.

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CONFIDENTIAc

J) Designation Form means a form utilized to Inform Supplier that a Participating Facility cT Amerine!, has chosen to purchase Products covered under this Agreement provided they meet requirements of this Agreement. The Designation Form shall be set forth in Exhibit A, Section XI.

k) End Date means June 30, 2014, the date this Agreement is scheduled to expire, subject to the termination provisions this Agreement

I) Federal Healthcare Program means any plan or program that provides teal1h benefits, whether directly or through insurance which is funded directly in whole or in part by an~ agency of the United States Government.

m) Force Majeure Event defined in Paragraph 47.

n) Member Facility or Facilities means a §System or facility of Amerine! identified on the then current Membership List.

o) Membership List means the list of §Systems or Member Facilities to te provided to Supplier by Amerine! pursuant to Paragraph 14 hereto (as amended by Amerine! from time to time) who may be eligible for pricing under this Agreement subject lo provisions of this Agreement.

p) Net Contracted Purchases (NCP) means the total units purchased by eligible, Participating Facilities multiplied by the Agreement Price during a given period of time net of any returns, refunds, and credits.

q) Participating Facility or Facilities means one or more Member Facilities represented b1· Amerine!, as identified on the Membership List with the status as further described ir Paragraph 5 and associated to this Agreement by the completion of a Des.ignalion Forrr if required.

r) Pricing Concession means any combination of Discount or Rebate for Products as se': forth In the Agreement.

s) Products mean any and all goods, items, accessories, equipment, and in certain casee services, to be provided by Supplier to Participating Facilities in accordance with this Agreement.

I) Rebate means any retrospective payment by Supplier for purchase of a given Product as set forth in Exhibit A, Section II.

u) Reporting Period means each calendar quarter in which Supplier will (1) report NCP (2; report any Rebates paid to Amerine!, as provided in Paragraphs 23 below, and (3) pay Agreement Administrative Fees to Amerine!, as provided in Paragraph 22 below.

v) Supplier Response Document means the document attached as Exhibit A to this Agreement, as completed by Supplier and submitted to Amerine! as an integral part of Supplier's offer.

w) System means two or more facilities that are owned, leased or managed by a common headquarters that has legal and financial authority over the eligible Participating Facilities. System like groups that are not owned, leased or managed will not be considered. Networks of hospitals formed primarily for the purposes of negotiating contracts for product purchases are not eligible as a System under this Agreement.

Offer and Acceptance

2. Reservation of Right. Intentionally Omitted.

3. Supplier's Offer. Intentionally Omitted.

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4. Acceptance of Offer. Intentionally Omitted.

Supplier Obligations

5. Participating Facilities. During the Agreement Period, Supplier and Amerine! shall offer and sell the Products to the Member Facilities identified on the Membership List who are located in the 50 United States and District of Columbia, in accordance with the terms and conditions set forth in this Agreement. Except for the exclusions specifically reserved by the Supplier in writing and set forth in the Agreement (if any), Supplier guarantees that all the benefits of this Agreement shall be available to eligible Member Facilities for the duration of the Agreement Period. If al any time during the Agreement Period, Supplier refuses to make available to the Member Facilities that have an eligible COT as staleEI iR iMllibilA, SestieR IV Member ?artisi13alieR, to purchase Products from this Agreement, the Products on the terms and conditions set forth in this Agreement, Supplier shall be in material breach of this Agreement.

In order to be entitled to the pricing terms described in Addendum A1 and Exhibit A, Section IV hereto, Member Facilities must meet the participation requirements set forth In the Agreement and sign a Designation Form. a) Own Use. Participating Facility shall make available units of Product solely for use by or

on behalf of the Participating Facility's inpatients, staff, employees, and students and their dependents. Each Participating Facility shall not resell units of any Product, including without limitation in retail outlets or to any affiliate or any other Participating Facility or Member Facility.

b) No Participating Facility shall divert or sell any Products purchased under this Agreement direcfly or through any distribution channel to any end-user, business entity or other third party Including any other Participating Facility. Any violation of this subsection renders the Participating Facility eligible to be immediately terminated by Supplier retroactive to the Commencement Date of this Agreement. Notwithstanding the foregoing, if a Participating Facility violates this subsection, then such Participating Facility shall promptly reimburse Supplier for the difference between list price in effect at the time of sale and the Agreement Price plus any Rebates paid multiplied by the total quantity of Products purchased under this Agreement Participating Facility purchases in violation of this section are excluded from the measurement of purchases to determine Administrative Fees. Supplier shall offset against Agreement Administrative Fees payable under this Agreement, with any Agreement Administrative Fees previously paid on purchases in violation of this section. The effective date of viola ti on shall be mutually agreed upon by Amerine! and Supplier.

6. Supply and Pricing. Supplier's execution of this Agreement shall constitute Supplier's agreement to make available this Product offering to Participating Facilities during the Agreement Period, at the terms, conditions and prices specified herein. Supplier and Amerine! agree to offer the Products to Participating Facilities at the Agreement Prices set forth in Addendum A2 via the then current Designation Form (Exhibit A, Section XI).

7. No Disruption of Relationship with Participating Facilities. Supplier supports Member Facility choice in contracting which may be through Amerine! or other available options. Unless approached by a Participating Facility, Supplier shall not offer, persuade or seek to induce any Participating Facility under this Agreement to terminate its status or relationship with Amerlnet In any manner or form whatsoever with respect to the Products under this agreement

8. Custom Contracting.

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Amerinet, Inc. Johnson & Johnson Health Care Systems Inc Group Purchasing Agreement #\1!-152800

Mutually Agreed Upon Stmdard Templata February 2011

CONFIDENTIAL

Supplier shall sell and ship such Product to the Participating Facility at the address the Participating Facility so specifies. Supplier shall obtain payment for any delivered Product directly from the Participating Facility to whom the Product was delivered. Supplier shall make commercially reasonable efforts to deliver all Products ordered by any Participating Facility. If any sales tax is due with respect to the sale of a Product hereunder, it shall be Supplier's sole responsibility to collect and pay such tax.

12. Material Safety Data Sheets. Upon request Supplier shall furnish to Amerine! and each Participating Facility, the then current Material Safety Data Sheet ("MSDS') and other data as required by law for each Product upon request by Amerine! or a Participating Facility.

13. Emergency Service/Disaster Plan. Think we should Intentionally Omitted since only sold thru distributors In the event of a shortage of Product, Supplier reserves the right to allocate Product among its customers in any manner that Supplier, in its sole discretion, determines is commercially reasonable. Supplier agrees to notify Amerine! in the event it decides to allocate Product

Membership Matters

14. Membership Recognition. Upon execution of this Agreement by Amerine!:

a) Amerine! shall provide its current Membership List to Supplier electronically. Prior to the Commencement Date, Supplier shall enter each Participating Facility identified on the Membership List who are of the eligible COTs. Thereafter, at least once per month throughout the Agreement Period, Amerine! shall provide Supplier with any additions or deletions to the Membership List Such additions or deletions must be loaded into Supplier's system within thirty (30) days of the date: (1) the Membership List is received by Supplier, or (2) the advanced notification of a new Participating Facility as listed on such roster.

b) Further, upon Supplier's receipt from Amerine! of the Membership List (and associated updates), Supplier reserves the right to perform the following activities:

(1) Validate Membership List for completeness of specified data field requirements;

(2) Validate each Participating Facility's COT:

(3) Validate each Participating Facility's demographics;

(4) Validate all other data fields.

c) In the event that Supplier determines that the Membership List is inaccurate or incomplete, Supplier may notify Amerinet's designated membership contact and request Amerine! to resubmit a correct Membership List. Supplier may not proceed with Membership List processing until Amerine! submits a complete and correct Membership List. Supplier will complete processing the updated Membership List within 30 days of the corrected Membership List. If Supplier is unable to validate a specific Participating Facility, Supplier may contact Ameriners designated membership contact to obtain additional information. Such Participating Facility will not be added until information is supplied and validation described in Paragraph 14b is complete.

d) Supplier will use commercially reasonable efforts to notify Amerine! of any system change which compromises Supplier's ability to add or delete Participating Facilities.

15. Participating Facility Services. a) Supplier will consult with each Participating Facility to identify the Participating Facility's

policies relating to access to facilities and personnel. Supplier will comply with such

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CONFIDENTIAL

Supplier may offer, under this Agreement, a Participating Facility more favorable prices, terms, and conditions than specified in this Agreement only in the following circumstances.

a) Where the more favorable terms are included in an Amerine! custom contract approved and signed by Supplier; or

b) Where the Participating Facility qualifies for more favorable terms by committing to defined purchasing levels from Supplier (different from those made by other Participating Facilities) pursuant to one or more specific and dellned programs offered by Supplier through Amerine! to one or more eligible Participating Facilities; or

c) Where Supplier's more favorable terms are necessary to respond to a demonstrated competitive offer or need; or

d) In any other circumstance approved by Amerine! and Supplier in advance and in writing.

e) All terms of the custom contract shall be confidential between Supplier, Amerine! and specified Participating Facility under the custom contract.

In the above circumstances of custom contracting, Supplier shall report NCP and pay Agreement Administrative Fees to Amerine! in accordance with terms of the custom contract.

9. Substitute Products. Supplier shall furnish only those Products specified in this Agreement. In the event that Supplier cannot provide these Products, Supplier shall use reasonable commercial efforts to notify the Amerine! and the-Amefiflet Participating Facility of a similar Product at the appropriate contracted price. If a similar Product is supplied at the appropriate contract price, it shall be considered part of this agreement and subject to all of its terms and conditions. If a Product(s) has been discontinued by Supplier and no similar Product is available, Amerine! reserves the right to add a supplier specific lo the discontinued Product(s).

10. Distribution Through Authorized Distributors.

If Bf\AmefiAel-Participating Facility purchases a Product through an Authorized Distributor that is not an affiliate of Supplier and wishes to receive the pricing for that Product provided in Addendum A2 - Product and Price List, then prior to such purchase the ~Participating Facility must notify the Authorized Distributor of the contract number assigned by Supplier to this Agreement. Purchases made through an Authorized Distributor are subject to the terms and conditions negotiated between the Authorized Distributor and the Participating Facility (e.g. payment terms, service fees, shipping fees, and product surcharges). An Authorized Distributor will be responsible for delivering all Products purchased by the Participating Facility from that Authorized Distributor. Supplier will not reverse Authorized Distributor chargebacks or other payments made to or by Supplier for the purchase of Products so that a purchase can be attributed to a different contract.

Supplier shall provide information concerning the terms and pricing contained herein only to Authorized Distributors and shall communicate such Information to the Authorized Distributors subject to the terms of any agreement between Supplier and those Authorized Distributors.

11. Distribution Directly to Participating Facilities. If a Participating Facility purchases a Product directly from Supplier or its affiliate, then, delivery of such Product will be F .O.B. Origin with insurance prepaid by Supplier, payable net 30 days. Policies in effect at Supplier or its affiliate, as applicable, regarding order, payment, and return of goods will apply to any such purchase. Supplier shall not charge Ame!=iflel-Participating Facilities for shipping of Products purchased under this Agreement, with the exception of special delivery or air shipments requested by a Participating Facility. Such special delivery and/or air shipment charges shall be prepaid by Supplier and invoiced to Participating Facility for such Participating Facility's payment.

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policies of which it has notice and will establish a specific timetable for sales calls by sales representatives and, if applicable, service calls by service representatives, to satisfy the needs of each Participating Facility, provided that nothing contained in any Participating Facility policy creates any additional right or obligation hereunder or modifies any term of this Agreement. The sole remedy for any failure to comply with a Participating Facility's policy is exclusion of the Supplier representative fron that Participating Facility's premises. Supplier will address any issues pertaining to the policies directly with the applicable Participating Facility.

b) Supplier will respond to Participating Facility's reasonable request for purchase history of the twelve (12) months immediately preceding the request.

c) Supplier supports industry standards including but not limited lo HIN, UPN and HIBC Barcode standards and will work with Amerine! to adopt such standards in :he future. Supplier is compliant with current industry standards and FDA regulations and shall use commercially reasonable efforts to implement any future industry-wide standards. Supplier shall support within Supplier's normal business practices the deve-opment of electronic commerce on the Internet by and among Amerine!, the Participating Facilities and Supplier to the extent provided, down to the unit of sale of the individual charge units. (bar code level).

16. Designation Forms.

a) If aR AFReFiRel Participating Facility purchases a Product through this Agreement anc wishes to receive the pricing for that Product provided in Addendum A':!., Product anc Price List, then prior to such purchase the /1.meriRet Participating Facility must mee: requirements specified In this Agreement Exhibit A, Section IV. Participating Facilities le required to sign a Designation Form Exhibit A, Section XI, without modification, and senc it to the Supplier for review and approval. Supplier shall only pay Agreemen: Administrative Fees on the Participating Facility or those Participating Facilities or Systems with a fully executed Designation Form unless otherwise outlined herein.

b) Designation Forms may be required for:

(1) New Participating Facilities accessing this Agreement. (2) Contract revisions, extensions and enhancements in which new price or access tiers

have been developed; new commitments are required to access these tiers. For those contracts that have tiers in which Amerillet-Participating Facility's pricing or access will remain the same as the existing Agreement, a new Designation Form may not be required. If commitment levels change due to such adjustment, any Participating Facility that will be transitioned to a different tier, Supplier will use commercially reasonable efforts to provide at least 30 days written notice to each affected Participating Facility.

(3) Any existing AmeFiRet-Participating Facility accessing the contract for the first time will be required to complete the most current Designation Form.

c) Supplier shall provide to Amerine!, once per month during the Agreement Period, a written report with the following information: (1) Participating Facilities with active AmeriRet-Designation Forms (if applicable) on file; and (2) a listing of all assigned tiers, if offered, by Product for each Participating Facility, in a mutually agreeable format.

Tenn and Tennlnation

17. Tenn. The term of this Agreement shall be the same as the Agreement Period, beginning on the Commencement Dale and expiring on the End Date, unless terminated earlier in accordance with, the termination provisions of Paragraph 18 below. In addition, this Agreement includes two (2) 1-

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CONFIDENTIAL

year extension options which may be exercised by amendment provided that Supplier and Amerine! used commercially reasonable efforts to execute 60 days prior to expiration.

18. Tennination With or Without Cause. Either party may terminate this Agreement for cause (defined as a material breach of this Agreement) upon thirty (30) days' written notice to the other party, and failure by the other party to cure the event giving rise to cause within such thirty (30) day period. ·

Either party may terminate this Agreement without cause with ninety (90) days notice to the other party.

19. Option to Tenninate Existing Contracts with Supplier.

Any Member Facility desiring to avail itself of the pricing, terms and conditions described in this Agreement must submit a completed Designation Form and may, at its option terminate any existing contract(s) or other agreement(s) or current obligation with Supplier, whether held directly or by its parent or affiliate, for the sole purpose of participating in the group purchasing arrangement set forth in this Agreement

20. Rights and Obligations Following Tennination. Upon termination of this Agreement for any reason, Amerine! and Supplier shall have the following rights and obligations which shall survive the termination of this Agreement:

a) Neither party shall be released from any obligation arising under this Agreement prior to its termination, including but not limited to Supplier's obligation to pay Amerine! Agreement Administrative Fees in full with respect to any sale of any Product through the termination date of this Agreement and

b) Supplier shall continue to honor orders for all Products by all Participating Facilities and Authorized Distributors, up to the effective dale of termination in current Amerine! agreements and upon Supplier's sole option extend pricing in accordance with Supplier's sales policy.

Supplier Reporting and Fee Requirements

21. Agreement Activity Report. Wrthin ninety (90) days after the close of each Reporting Period, Supplier shall submit an electronic copy of the Agreement Activity Report to Amerine!, together with payment of all Agreement Administrative Fees as provided In Paragraph 22 below. The Agreement AcUvlty Report shall comply with the format and other requirements specified in Exhibit A, Section VI, each Participating Facility will be reported as follows:

a) NCP shall be listed by Amerine! contract number, and shall report all sales activity thereunder for all Products purchased by each Participating Facility including product identification numbers and/or 11-digit NOC numbers, if applicable and not by line item detail.

b) NCP shall be reported separately for each Participating Facility, identified by name, street name, street address, city, state, zip code, and Supplier customer number. A Participating Facility's Hospital Identification Number (HIN) may be substituted for name, address and zip code.

c) Supplier will make commercially reasonable efforts to provide Global Location Number (GLN), Global Trade Item Number (GTIN) by December 31, 2012. If Supplier cannot meet this deadline, a timeline needs to be presented to Amerine! identifying when this capability will be provided.

Supplier will continue to provide Agreement Activity Reports in electronic format. Should Supplier not be able to uphold this commitment and upon the first such failure to provide this information in an electronic format, Amerine! shall provide Supplier with a written warning to inform Supplier of

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such violation. Supplier will use commercially reasonable efforts to supply electronic report i' such violation occurs.

Supplier will use commercially reasonable efforts to notify Amerine! of any changes to its systerr which compromises Supplier's ablllty to calculate and payment of any Agreement Administrative Fee.

22. Agreement Administrative Fees. a) Supplier shall remit to Amerine!, together with the Agreement Activity Report required tc

be submitted in accordance with Paragraph 21 hereto a Agreement Administrative Fee in accordance with the GPO Safe Harbor, 42 CFR§1001.9520), equal to 3 percent (3%) of all NCP. Supplier shall pay the Agreement Administrative Fee in U.S. dollars by check, bank draft or electronic transfer made payable to Amerine!, Inc., and shall remit the Agreement Administrative Fee to Amerine! within ninety (90) days after the close of each Reporting Period. Each Agreement Administrative Fee payment must be accompanied by (i) the Agreement Activity Report as required in its proper format by Paragraph 2t hereto, and (ii) the following infonnation to be provided by Supplier to Amerine! in writing:

(1) Supplier's name (If a parent or affiliate corporation is making a payment on behalf of Supplier, Supplier's name as it appears on this Agreement shall be identified on the face of the check stub or on the payment notice); and

(2) Amerine! contract number, if provided by Amerine!; and

(3) Reporting Period for which the Agreement Administrative Fee is being paid (e.g., 1/1/10- 3/31/10).

The Agreement Administrative Fees are stricUy for the benefit of Amerine! as compensation for the group purchasing services and activities being provided under this Agreement consistent with the GPO Safe Harbor. Use and disposition of the Agreement Administrative Fees Is within the sole discretion of Amerine!.

b) During the term of this Agreement, Amerine! must: (i) once per quarter communicate to all Participating Facilities that Amerine! has entered into an agreement with Supplier for the Products, and in addition communicate to its Participating Facilities any updates to the Agreement; (ii) permit Supplier and its affiliates access to Amerinet's personnel to educate them on the benefits and advantages of the Products; (iii) facilitate Supplier and its affiliates· access to Participating Facilities and their key decision makers; (iv) circulate educational and promotional materials to Participating Facilities as reasonably requested by Supplier and its affiliates; (v) provide Membership Lists and any documentation required satisfying the performance requirements in this Agreement; (vi) require its Participating Facilities to execute Designation Forms as appropriate; (vii) meet any additional requirements that may be set forth in this Agreement.

23. Rebates to Participating Facilities.

Intentionally Omitted.

24. Information Services Reporting Specifications.

Supplier shall submit all Agreement Activity Reports to Amerine! in electronic fonn, and Supplier shall comply with the specifications for electronic filing specified in Exhibit A, Section VI, as such specifications may be amended from time to time as mutually agreed upon. Amerine! shall submit Membership List in electronic format and shall comply with the specifications in Exhibit A, Section Vas such specifications may be amended from lime to time as mutually agreed upon.

25. Right to Audit.

Each party shall have the right, at its own cost and expense, upon reasonable notice and during regular business hours, to audit the books and records of the other to determine compliance with this Agreement Such audits shall be limited to one in any twelve-month period and any request

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for audit must be made not later than twelve months after the close of the contract year relevant to such report or claim, unless required to respond to a government request. In the event an adjustment is made, neither party will pay a penalty or interest.

26. Access to Books and Records. This provision only applies to contracts for the prov1s1on of services valued at over $10,000 or more over a 12 month period and not for the sales of goods. Many Participating Facilities are medical providers under Federal Medicare program and, as a consequence, the provisions of Section 952 of the Omnibus Reconciliation Act of 1980 may be applicable to this Agreement. Accordingly, for at least four (4) years after Supplier has ceased furnishing any services to any Participating Facilities under this Agreement, Supplier shall make available, upon written request of the Secretary of the U.S. Department of Health and Human Services, the U.S. Comptroller General, or such Secretary's or Comptroller's authorized representatives, this Agreement and Supplier's books, documents and records that are necessary to certify the nature and extent of the cost of the services purchased and sold hereunder. The availability of Supplier's books, documents, and records shall be subject at all times to applicable legal requirements, including, but not limited to, criteria and procedures for seeking and obtaining access that may be required by the Secretary pursuant to regulation. Supplier shall obtain a written contractual commitment from each of Supplier's subcontractors to do the same ID the extent such subcontractors are so required to comply with applicable legal record-keeping requirements. This Paragraph and the obligations contained herein shall survive the expiration or other termination of this Agreement, regardless of the cause giving rise ID such expiration or termination.

27. Assignment. Neither party may assign, subcontract, delegate, or otherwise transfer this Agreement or any of its rights or obligations under this Agreement without the other party's prior written consent, which will not be unreasonably withheld. Either party may assign this Agreement to a wholly-owned entity but only if it does so as a part of a change in corporate form. Notwithstanding the above, if Supplier divests itself of any Products, Supplier may assign all or any part of this Agreement applicable to the divested Product to the acquiring entity, but only if that entity assumes in writing all of Supplier's obligations under this Agreement concerning the Products. Any purported assignment in violation of this section will be void.

Warranties and Compliance with Law 28. Product Warranty.

Ameli!:let-Participating Facilities shall have the benefit of the warranties implied by the laws of the State of Missouri governing the sale of goods. Any additional warranties provided by either the Supplier or any affiliates, as applicable, with respect to a given Product are as described in the package inserts accompanying units of that Product on purchase.

29. Compliance with Legal Requirements.

In the performance of its duties and obligations under this Agreement, Supplier and Amerine! shall at all limes comply with all applicable federal, state, and local laws, statutes, regulations, rules, orders, and ordinances now in effect or as hereafter enacted, amended, or promulgated. In particular, and without limiting its obligations as set forth in the preceding sentence:

a) Amerine! represents and warrants that ii is a group purchasing organization organized in accordance with 42 C.F.R. § 1001.9520) the "GPO Safe Harbor," and that pursuant to the GPO Safe Harbor Amerine! has a written agreement with each AmeFiRel Participating Facility stating that entities such as Supplier will pay Agreement Administrative Fees to Amer1net based upon AmeFIRet-Partlclpatlng Faclllties' purchases of Products; Amerine! will disclose in writing to Amemlet--Participating Facilities at least annually, and to the Secretary of the United States Department of Health and Human Services upon request,

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the amount received from Supplier with respect to purchases made by or on behalf of each AmeriRet-Participating Facility; Amerine! is authoriz:ed to act as a purchasing agent for Amerine! Participating Facilities; and Amerine! Participating Facilities are neither wholly owned by Amerine! nor subsidiaries of a parent corporation that wholly owns Amerine! (either directly or through another wholly-owned entity).

b) Amerine! agrees to disclose the following to Participating Facilities that they are obligated to:

1) fully and accurately disclose the cost of all Products purchased hereunder including any Discounts, Rebates, or other price reductions - in cost reports or claims for reimbursement by a Participating Facility to Medicare, Medicaid, or oth,er health care programs the cost (including, but not limited to, Price Concessions or any other price reductions) of any Product purchased under this agreement and, on request, provide to the U.S. Department of Health and Human Services and any state agencies, any invoices, coupons, statements, and other docurnentaficr, reflecting such costs for Products. The Participating Facility may receive subsequent documentation under some programs reflecting adjustments or allocations to the Price Concessions available hereunder.

2) Unless noted otherwise, the value of any Product listed as $0.00 on any invoice may constitute a discount which should also be evaluated by Member when filing such reports.

3) The value of any item which is designated as or known to Participating Facilities to constitute a sample should not be included as a discount for cost-reporting purposes and no reimbursement for such items should be sought from third party payers.

4) Participating Facilities are strongly urged to retain a copy of their Designation Form and Participating Facilities are strongly urged to retain their invoices and any later documentation provided by Supplier regarding the existence and amounts of Discounts, Rebates, or other price reductions.

5) Participating Facilities may request additional disclosure-related information from Supplier.

c) Supplier and Amerine! shall each comply with all applicable anti-kickback requirements and self-referral prohibitions (e.g., Stark laws).

d) No Product furnished under this Agreement will be manufactured, tested, packaged, labeled, priced, sold, or distributed in violation of any applicable federal, state, or other legal requirements.

e) If any governmental entity shall enact or amend a law or adopt or amend a regulation, or if any governmental entity or court of competent jurisdiction shall adopt or amend an interpretation of a law or regulation, or if a judgment/award is rendered in litigation/ arbitration, that has the effect of (a) prohibiting any right or obligation under this Agreement, (b) making any such right materially less valuable or any such obligation materially more burdensome, or (c) changing materially the economic conditions underlying any portion of this agreement, then such person affected may by notice hereunder terminate immediately such right or obligation or portion of this Agreement insofar as such law, regulation, interpretation, judgment or award applies.

f) Supplier and Amerine! certify that: (1) neither party nor any of its affiliates Is excluded fran participation in any state or federal healthcare program, as defined in 42 U.S.C. §1320a-7b(f) for the provision of items or services for which payment may be made by a federal healthcare program; (2) neither party has contracted with any employee, contractor, agent, vendor or vendor's affiliate knowing that the contracting party is excluded from participation in any state or federal healthcare program; and (3) no final adverse action, as defined in 42 U.S.C. §1320a-7a(e) and 42 U.S.C. §1320a-7a(g), has

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Mutually Agreed Upon Standard Templata February 2011

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occurred or is pending against either party or either party's affiliates or contractors. Each party shall notify the other of any final adverse action, discovery of contract with an excluded entity or individual, or exclusion (as defined above) within thirty (30) days ofsuch action.

30. Industry Code of Conduct.

Intentionally Omitted.

Indemnification and Insurance

31. Indemnification. Supplier shall indemnify, hold harmless and defend Amerine! and the Participating Facilities, and all of their respective subsidiaries, affiliates, directors, officers, employees, non-salaried physicians, and all of their respective successors and permitted assigns for losses arising from any claim made by any third party alleging (1) that use of any Product in accordance with the approved labeling of the Supplier or its affiliates resulted in bodily injury or (2) that any Product infringes the intellectual property of any other person or entity. Amerine! and the Participating Facilities shall give Supplier prompt notice of any such claim, permit Supplier to control the litigation and/or setHement of such claim, and cooperate fully with Supplier in all related matters. This indemnity shall not apply to any claim arising out of the negligence or misconduct of Amerine! or the Participating Facilities or arising out of the re-use of a Product labeled "For single use only," "Not for re-use" or similar language. The settlement of any claim under this provision shall be limited to money damages only. Supplier shall not agree to a consent decree or similar order binding Participating Facility nor to any settlement which specifically apportions fault to Participating Facility without the prior written consent of Participating Facility. These indemnification obligations shall survive expiration or other termination of this Agreement.

32. Insurance. Supplier shall maintain adequate product liability, general public liability and property damage insurance against any claim or claims which might or could arise regarding Products purchased by Participating Facilities from Supplier under this Agreement. At a minimum, at all times during this Agreement, Supplier shall maintain (a) Worker's Compensation insurance covering its full liability under the appropriate state statutes, and (b) general liability insurance in an amount at least equivalent to the standard in Supplier's industry but in no event less than $2,000,000 per occurrence and $10,000,000 in the aggregate. Upon written request, Supplier shall provide Amerine! with a certificate of insurance evidencing its general insurance coverage. Supplier shall keep and maintain the foregoing insurance in force at all times during the Agreement Period, and thereafter until the expiration of each statute of limitations applicable to liabilities of the kind covered by such insurance. Supplier will endeavor to notify Amerine! of any material changes in the foregoing insurance, including, but not limited to, any cancellation or material change in coverage.

Product Marketing; Product Changes, Additions, and Modifications

33. Mar1leting and Sales Literature. Supplier shall provide literature, training and marketing assistance to lawfully promote and support the sale and utilization of each Product by Participating Facilities. Supplier shall also provide reasonable training regarding Amerine! and the terms of the Product specific terms of this Agreement to its sales representatives responsible for implementing this Agreement. Upon mutual agreement Supplier and Amerine! will participate in the design, development and implementation of a launch program, with mutually agreed upon actions and timelines, and to promote and support the sale and utilization of each Product by Participating Facilities.

34. New/Improved Product Pricing for products which the Parties mutually agree to add to Addendum A2 and that are of a similar kind and technology to the products contained on this Agreement will be negotiated and

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Amerinet, Inc. Johnson & Johnson Health Care Systems Inc Group Purchasing Agreement #Vl-152800

Mutually Agreed Upon Standard Template, February 2011

CONFIDENTIAL.

mutually agreed upon. Products that represent a breaKthrough technology (defined as a technology that has the potential to significantiy improve safety to patients or hospital staff,, significantly improve non-clinical operational efficiency, or deliver dramatic process of care cost savings or improved clinical outcomes when compared to the level of safety, operationall efficiency, process of care and/or outcomes delivered through use of the Products) may be added to Addendum A2.

35. New Clinical Developments

Supplier and Amerine! understand and agree that new clinical developments in patient care may result in changed conditions. If, in the sole and exclusive judgment of Amerine!, this Agreement or Supplier's Products do not adequately meet such changed conditions, Amerine! shall give· Supplier 90 days to renegotiate this Agreement prior to pursuing alternate or additional contracts. and/or suppliers.

36. Product Discontinuation or Changes. Supplier may modify or discontinue any Product at any time and will provide as close lo 30 days. advanced notice as possible. Notwithstanding anything to the contrary in this Agreement, if ai

Product is discontinued or the regulatory status of a Product changes, e.g. from "prescription" to, "over-the-counter,' then Supplier may delete that Product from the Product and Price List by notice hereunder.

Please refer to appropriate policies for each respective Authorized Distributor.

37. Product Returns. Any Product ordered from an Authorized Distributor shall be subject to the terms negotiated by the Participating Facility and the Authorized Distributor.

I 38. Product Recall,_ !'-!~e_a_ I!)!)~<!'!<!. '!1-!~e_ f!.U!I! ~t !S_ -!P.P!~-!bJ~ < : - )-..Fo_rma __ tt_e_d:_N_ot_H~ig_hl~ig-ht -< If any Product is recalled, whether voluntarily or as required by a governmental entity, then: Formatted: Not Highlight

a) Supplier shall:

(1) implement the recall in accordance with applicable laws, regulations and government directives, and notify Amerine! and the AmefiRel.-Participating Facilities as applicable;

(2) reimburse the ~Participating Facilities for their reasonable costs of patient notification, returning or disposing of the recalled Product; and

(3) at its option either provide no-cost replacement Product or credit or reimburse Amerine! and AmeliRet-Participating Facilities at the then-current Agreement Price for any recalled Product that is not replaced.

(4) provide Amerine! with information to support the recall effort detailed below,

b) Amerine! will support recall by posting the following information on their web-site to instruct Participating Facilities that they should:

(1) tracK recalled Products at the item and lot combination level and document this information to Supplier;

(2) notify Supplier of the quantity of any recalled product remaining at any facility; and

(3) return or dispose of any recalled Product in accordance with Supplier's recommendation.

c) Specific details such as the timing and recipients of notices; whether a recall is at the item, lot or other level; return, destruction or other disposition of recalled

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Products; and similar issues will vary based on the particular recall and be specified by Supplier in the recall notice.

39. Shelf Life. Think this should be intentionally omitted since only sold thru distributors. Every commercially reasonable effort will be made to ship with the longest remaining shelf life for the Product.

40. Single Use Products. Supplier conveys no right in any Single-Use Product other than the right to use such Single-Use Product once, and only once. For purposed of this Agreement, a ·'Single-Use Product' means any Product that is labeled "For Single Use", "Single-Use Only", or "Do Not Reuse", or is otherwise labeled to indicate that the Product is .to be used once, and only once, in delivering patient care.

This Agreement does not grant Amerinet, Participating Facility, or any other person or entity, any license to reprocess, remanufacture, or reconstruct any patented Single-Use Product. The sale or use of any reprocessed, remanufactured, or reconstructed patented Single-Use Product will be subject to available remedies for patent infringement.

Notices 41. Notice to Amerine!.

Every notice and other communication In connection with this Agreement shall be In writing and sent via email or the address below by one of the following methods: personal delivery; registered or certified mail, in each case return receipt requested and postage prepaid; nationally recognized overnight courier, with all fees prepaid; or facsimile. A notice under this agreement is effective upon receipt or refusal of delivery by the other party. The address listed below may be changed by notice in accordance with this section.

Each such notice shall be sent to Amerine! at the following address until otherwise notified in writing by Amerinet:

Amerine!, Inc. Attn: «Amerine!_ Contact_Managers_Name»

2060 Craigshire Road St. Louis, MO 63146

«Amerinets_ Contract_Managers_Email»

42. Notice to Supplier. Each such notice (including reporting discrepancies and problem resolution,) shall be in writing and addressed to Supplier at the following address until otherwise notified in writing by Supplier

Johnson & Johnson Health Care Systems Inc. Attn: Contract Manager

425 Hoes Lane Piscataway, NJ 08855

Confidentiality 43. Confidentiality.

Except as may be required by law or as reasonably required to fulfill its obligations under this Agreement, Amerine! and Supplier shall not use, publish or disclose or cause any third-party to use, publish or disclose any Confidential Information (defined below) obtained by either party in connection with the negotiation and implementation of this Agreement. Amerine! and Supplier shall maintain the confidentiality of the terms of this Agreement, including but not limited to pricing, Membership Lists, Product data, trade secrets, financial data, and business plans as well as all negotiations prior to the Commencement Date (collectively, "Confidential Information"). The above restrictions on disclosure and use do not apply to any information which (a) is or becomes

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Mutually Agreed Upon Standard Templalll February 201 •

CONFIDENTIAL

generally available to the public, other than as a result of disclosure by the party receiving the information pursuant to this Agreement, (b) was made available to a third-party on a non confidential basis prior to the execution of this Agreement, (c) becomes available on a non confidential basis from a third-party, which third-party lawfully obtained the information and was not itself under an obligation to maintain the confidentiality of such information, or (d) is required by law, subpoena or court order to be disclosed. A party may disclose Confidential Information to the personnel within its organization and its legal and accounting advisors that require the Confidential Information in connection with the party's rights and obligations under this Agreement, provided that the disclosing party requires any such recipient to use the informatior solely for these purposes and to keep it strictly confidential. Amerine! may disclose suet Confidential Information to the Member Facllltles Ir required to fulfill Amerinet's obligations under this Agreement provided that the Member Facilities agree in writing to be bound by substantial!)· similar confidentiality requirements as described herein. Supplier may disclose such Confidentia Information to Supplier's affiliates, to any prospective buyer of rights with respect to a Product provided that the buyer agrees in writing to use the information solely in that capacity and to keep it strictly confidential, and to any entity that manufactures, markets, co-markets, or distributes any Product, provided that any such entity uses the information solely for these purposes and keeps it strictly confidential. If Amerine! deems that Membership List was disclosed in a manner inconsistent with the intent of this Agreement, then Amerinet's sole remedy is the right le terminate this Agreement in accordance with Paragraph 18. Amerine! and Supplier may disclose the existence of this Agreement and other information, such as the overall savings expected to be realized from this Agreement, subject to the prior written approval of the other party.

Other Provisions

44. Surcharges.

See Exhibit A, Section XIII for Amerinet's position and procedures for Energy Surcharges.

45. No-Set Off.

Supplier and Amerine! will not deduct nor set-off, from payments under this Agreement, amounts allegedly owed to the other party by one party or its affiliates under a separate agreement or cause of action.

46. Trademark. Supplier, Amerine!, or Participating Facility will not use any trademark or service mark of the other party or any of its affiliates without the prior consent of the other party.

47. Force Majeure and Product Shortage.

Force Majeure shall include acts, regulations or laws of any government; war, terrorism or civil! commotion; destruction of production facilities or materials; fire, earthquake or storm; labor disturbances; failure of public utilities or common carriers; and any other causes beyond the reasonable control of the entity affected. Noncompliance with any obligation under this agreement due to an event of Force Majeure or any other cause beyond the reasonable control of the entity affected will not constitute a breach of this agreement. Supplier reserves the right upon notice to allocate Product among its customers in any manner that Supplier, in its sole discretion, determines is commercially reasonable.

48. No Collusion. Supplier represent and warrant that it prepared and submitted its proposal independenHy, without any exchange of information, discussion, or collusion whatsoever between Supplier and any other potential or actual suppliers or contractors of Amerine!. Amerine! represents and warrants that it evaluated and awarded this Agreement without exchange of information, discussion, or collusion whatsoever between Amert net, other GPOs or competitor's of Supplier.

49. Independent Contractors.

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CONFIDENTIAL

The parties shall be and act as independent contractors, and this Agreement Shall not be construed as one of partnership, agency, joint venture, or employment. Nothing in this Agreement shall {a) constitute the formation of a partnership, joint venture, or employment relationship, or (b) give the right, power, or authority to one party to bind the other.

50. Unenforceable Provision. If one or more of the provisions of this Agreement, or the application or interpretation thereof, is determined to be Invalid or unenforceable, the remainder of this Agreement shall remain In full force and effect, and the provisions deemed invalid or unenforceable replaced with valid and enforceable provisions which achieve the intent of Supplier and Amerine! in entering into this Agreement.

51. Non-Waiver of Provisions. Any provision of this Agreement may be waived only in a writing signed by the party entitted to the benefit of such provision. No waiver of any provision of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof. Except as expressly provided in this Agreement, no delay on the part of any party in exercising any right, power, or privilege shall operate as a waiver thereof. The waiver by either party of any breach or default by the other party shall not be construed to be either a waiver of any subsequent breach or default of any such provision, of the same or different kind, or a waiver of the provision itself.

62. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Missouri, induding but not limited to its Uniform Commercial Code, R.S. Mo. § 400.1, et seq .• without regard to choice or conflict of law rules. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. The United States Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration provisions of Paragraph 53 below.

53. Arbitration. In the event of any controversy or daim arising out of or relating to this Agreement, the parties Shall first attempt to mediate the dispute using a professional mediator from the American Arbitration Association ("AAA") or a like organization selected by mutual agreement or, absent mutual agreement. through selection procedures administered by the AAA. Within a period of 45 days after the request for mediation. the parties and their business representatives shall convene with the mediator, for at least one session to attempt to resolve the matter. In no event shall mediation a) delay commencement of arbitration for more than 45 days absent agreement of the parties or b) interfere with the availability of emergency relief. Any dispute not setued through mediation shall be resolved by arbitration before a single arbitrator in accordance with the AAA Commercial Arbitration Rules then pertaining (available at www.adr.org). If those rules conflict with this provision, this provision controls. Any court with jurisdiction shall enforce this clause and enter judgment on any award. The arbitrator shall be selected within 20 business days from commencement of the arbitration from the AAA's National Roster of Arbitrators pursuant to mutual agreement of the parties or through selection procedures administered by the AAA. Wrthin 45 days of initiation of arbitration, the parties shall reach agreement upon and follow procedures, including limits on discovery, assuring that the arbitration shall be concluded and the award rendered no more than eight months from selection of the arbitrator. If the parties fail to agree, the parties will adhere to procedures meeting such time limits as designed by the AAA. The arbitration shall be held in Missouri and the arbitrator shall apply the substantive law of Missouri, except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. Prior to commencement of arbitration, emergency relief is available from any court to avoid irreparable harm. THE ARBITRATOR SHALL NOT AWARD PUNITIVE, COVER, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL DAMAGES, OR ATTORNEYS' FEES OR COSTS AND EACH ENTITY BOUND IRREVOCABLY WAIVES ANY RIGHT TO SEEK SUCH DAMAGES IN ARBITRATION OR JUDICIAL PROCEEDINGS. EACH

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CONFIDENTIAL

PARTY IRREVOCABLY WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY Each party has the right to pursue provisional relief from any court, such as attachmer,t, preliminary injunction, replevin, etc., to avoid irreparable harm, maintain the status quo, or preserve the subject matter of the arbitration, even though mediation has not been commenced or completed. This provision shall survive expiration or other termination of this Agreement.

54. Entire Agreement. In the event of a conmct between this Agreement and any Participating Faclllty Purchase Order, Supplier's invoices or any other document, the terms of this Agreement shall govern. This Agreement, including Exhibits and Addendums constitutes the full and complete Agreement between the parties as to the subject matter hereof. This Agreement supersedes and cancels in their entirety any and all previous agreements, discussions, negotiations, commitments and obligations of any sort, whether written or oral, existing between Amerinet and Supplier with respect to the subject matter hereof. The finalized and attached Exhibit A and Addendums is an integral and binding component of this Agreement, and is incorporated fully herein by this reference. In the event of any actual or perceived inconsistencies or conflicts between this Agreement and any provision of Exhibit A or any other document that becomes part of this Agreement, the provisions of this Agreement shall govern.

66. Amendment. This Agreement may not be amended or modified except by a written instrument signed by the parties hereto. Amendments would be required for any product additions and deletions. Any price surcharges that are not included in Addendum A1 will be mutually agreed upon by written amendment.

58. Signature of Duly Authorized Representative. This Agreement shall be signed by duly authorized representatives of both Arnsrinet and Supplier, and such signatures shall be conclusive proof of that person's authority to bind Amerine! and Supplier, respectively.

57. Counterparts.

This Agreement may be executed in counterparts all of which together shall constitute one and the same Agreement.

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Amerinet, Inc. Johnson a Johnson Health Care Systems Inc Group Purchasing Agreement #'VH52800


CONFIDENTIAL

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the dale signed by Amerinet's and Supplier's authorized representative.

Supplier Name: Address:

Registered Agent: Address

Authorized Representative: By: Printed Name Title: Date:

Name: Address:

Authorized Representatives: By: Printed Name: Title: Date:

Amerine!, Inc. 2060 Craigshire Road P.O. Box 46930 St. Louis, MO 63146

By: Printed Name: Title: Date:

Contract No:

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Mutually Agreed Upon ~:tandard Template February 201 •

CONFIDENTIAL

Addendum A1 - PRODUCT SPECIFIC TERMS

4.

1. Product Category. Professional Baby Products as specified in Addendum A2 - Product and Price List.

2. Eligibility: Section 5. Participating Facilities of Hle Agreement outlines the eligibility requirements Participating Facilities must meet the COT criteria stated in Exhibit A, Section IV, Member Participation.

3. Participation Requirements. Any Participating Facility accessing Agreement VH52800 ("Prior Agreement') as of June 30, 2011 will be placed on Access Pricing Tier provided Hley meet Hle following requirements:

a) Eligibility as stated in section 2 above. b) Is not accessing discounted pricing for Products through another GPO or independent

agreement.

Any other Member Facilities which meet eligibility in section 2 above must complete a Designation Form attached as Exhibit A, Section XI.

Pricing & Volume Commitments:

Product Category Pricing Tier Annual Commitment Volume

Professional Baby Products Access Pricing None

5. Price Protection and Pricing Changes: Supplier agrees to hold firm the Product prices set forth in Addendum A2 for the first twelve (12) months rrom Hle Commencement Date of the Agreement. Supplier is entitied to take a price increase beginning on the first day of the Hlirteenth month after the Commencement Date. Such price increase shall be limited to a four percent (4%) or fo~r cents ($.04), whichever is higher, maximum increase in aggregate across all Products. Supplier will provide a net price list 30 days in advance of Hle effective date of any pricing change.

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Amerinet, Inc. Johnson & Johnson Health Care Syste Group Purchasing Agreement VH52800


CONFIDENTIAL

Addendum A2 - Product and Price List

Item Description UOM UOM Qty Access Price Access Price ___ Number -·-·-· ·-·-·---·-·-·---·-·-·-·--·-·-·-·--·-·-·-·--·-·-·-·--·-·-·-· --·-·-·--·-·--·- .leachl.. _jcase} .


;;;_

003001 JOHNSON'S® Baby Powder, 1 bottle 96 Oriainal Talc, 1.5 oz. 0.27 25.92

003011 JOHNSON'S® Baby Powder, 1 bottle 48 Oriainal Talc, 4oz. 0.43 20.64

005256 JOHNSON'S® Baby Powder, 1 bottle 96 Pure Cornstarch/Aloe & Vil. 0.27 25.92 E, 1.5 oz.

003044 JOHNSON'S® Baby Powder, 1 botue 48 Pure Cornstarch/Aloe & Vil. 0.43 20.64

-·-·-·-·--·-·-·-·-- __ E.._ 4 oz. ___ ·-·-·---·-·-·-----·---·-·-·-·--·-·-·-·-- -·-·---·-·-·-·-- ·-·--·-·-·-·-·-·-·--·- -·-·--·--·--·--·-·--·-·

i;;;;

_j

·-·-·-~

; Redacted: Other Product! I !j·--•-•••••••-•-•••-·-•••••--•-•••••--•••••-•--•-•••••--•-•••••-••-•••••---•••••••••-•••••-•-•••••--•-•••••-•••-•••••---•••••-•--•••••-·-•••••••-•-••••·---·•••••••-••• I

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Applic Microsoft 2007 Word Document ORIGINAL Author Sandy Byers ORIGINAL Custodian Stanavage, David ORIGINAL DATA Prod Vol TALC PROD 001 ORIGINAL DateCreated 03/21/2011 8:55 PM ORIGINAL DateMod 03/21/2011 8:55 PM ORIGINAL DocExt docx ORIGINAL DocumentType E-Document ORIGINAL FileName Amerinet-JJHCS Template Baby 031611dms.docx ORIGINAL Hash Value cfcd6fe13bd4f8014b35a84b41 cc8f9a ORIGINAL PgCount 22 ORIGINAL ProdVol TALC PROD 001 ORIGINAL Redacted Yes ORIGINAL Trial Ex Number Pltf JNJ 00083505 ORIGINAL

0 0 0 0 - asbestosandtalc.com deposition exhibits 03.06.2018/e… · springhill consulting group...

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