PREMIER AGREEMENTS QUICK FACTS - Medtronic · All Participating Premier Members REBATES (SEE TABLE)...

PREMIER AGREEMENTSQUICK FACTS

CATEGORY AGREEMENT # AGREEMENT TERM

Endomechanical Products PP-OR-1487 April 1, 2018 – March 31, 2021

Trocar Products PP-OR-1482 April 1, 2018 – March 31, 2021

Surgical Energy PP-OR-1478 April 1, 2018 – March 31, 2021

Knotless Tissue Closure Device PP-OR-1475 April 1, 2018 – March 31, 2021

Topical Skin Adhesive PP-OR-1472 April 1, 2018 – March 31, 2021

CONFIDENTIAL

CONFIDENTIAL

Premier

ENDOMECHANICAL PRODUCTS AGREEMENTQUICK FACTS

AGREEMENT NUMBERPP-OR-1487

CONTRACT TERMApril 1, 2018 – March 31, 2021, with the option to renew for one 24-month period

PRICINGProduct pricing for Tier 1 may increase by up to 5% in the aggregate% for each contract year of the term

AWARD TYPEDual-source award with two full-line suppliers and nine non-full-line suppliers

ELIGIBILITYAll Participating Premier Members

REBATES (SEE TABLE)Conversion

AGREEMENT DETAILS

∙ Participating Members must complete a Participating Member Designation Form (PMDF) for all tiers. Current Tier 1 members will be placed on the New Tier 1 on April 1st.

∙ Participating Members must submit the PMDF with the Standardization Analysis Worksheet to activate pricing.

∙ The IDN/ASCN Aggregation pricing option is not available on Tiers 1, 2 and 3.

∙ The IDN or ASCN aggregation pricing option is available on Endomechanical Products Tiers 4, 5, 6, 7 and 8 and Enhanced Endomechanical and Trocar Products (PP-OR-1482) Tiers 5E, 6E and 7E to acute care hospital and ambulatory surgical center system Participating Members only.

VOLUME TIERS

ENDO & TROCAR ANNUAL VOLUME

Tier 1 Access Tier

Tier 2 ≥25% or <35% Participation in Endomechanical and Trocar Products purchases (measured in dollars, on an annualized basis) will only be the Medtronic Endomechanical and Trocar Products (PP-OR-1482)

Tier 3 ≥35% Participation in Endomechanical and Trocar Products purchases (measured in dollars, on an annualized basis) will only be the Medtronic Endomechanical and Trocar Products (PP-OR-1482)

Tier 4 ≥85% Participation in Endomechanical Products purchases (measured in dollars, on an annualized basis) will only be the Medtronic Endomechanical Products

Tier 5 ≥85% Participation in Endomechanical and Trocar Products purchases (measured in dollars, on an annualized basis) will only be the Medtronic Endomechanical and Trocar Products (PP-OR-1482) AND <$500,000 in Endomechanical and Trocar Products (PP-OR-1482) Net Purchases annually

Tier 6 ≥85% Participation in Endomechanical and Trocar Products purchases (measured in dollars, on an annualized basis) will only be the Medtronic Endomechanical and Trocar Products (PP-OR-1482) AND ≥$500,000 - <$3,000,000 in Endomechanical and Trocar Products (PP-OR-1482) Net Purchases annually

Tier 7 ≥85% Participation in Endomechanical and Trocar Products purchases (measured in dollars, on an annualized basis) will only be the Medtronic Endomechanical and Trocar Products (PP-OR-1482) AND ≥$3,000,000 - <$7,00,000 in Endomechanical and Trocar Products (PP-OR-1482) Net Purchases annually

Tier 8 ≥85% Participation in Endomechanical and Trocar Products purchases (measured in dollars, on an annualized basis) will only be the Medtronic Endomechanical and Trocar Products (PP-OR-1482) AND > $7,000,000 in Endomechanical and Trocar Products (PP-OR-1482) Net Purchases annually

Tier 5E ≥85% Participation in Endomechanical and Trocar Products purchases (measured in dollars, on an annualized basis) will only be the Medtronic Endomechanical and Trocar Products (PP-OR-1482) AND <$500,000 in Endomechanical and Trocar Products (PP-OR-1482) Net Purchases annually AND meets participation requirements for Surgical Energy Tiers 5, 6 or 7

Tier 6E ≥85% Participation in Endomechanical and Trocar Products purchases (measured in dollars, on an annualized basis) will only be the Medtronic Endomechanical and Trocar Products (PP-OR-1482) AND ≥$500,000 - <$3,000,000 in Endomechanical and Trocar

CONFIDENTIAL

∙ Pricing on Tiers 2, 3, and 4, as applicable, is available to all Participating Members that meet the tier requirements. Participating Members will provide Medtronic with twelve (12) months of endomechanical usage history on the Standardization Analysis Form. Pricing on Tiers 5, 5E, 6, 6E, 7, 7E and 8 as applicable, is available to all Participating Members making annual Net Purchases as indicated on their completed PMDF and making commitment to purchase the Medtronic Products to satisfy 85% of the Participating Member’s overall annual requirements for such Products. Participating Members will provide Medtronic with twelve (12) months of Endomechanical and Trocar usage history on the Standardization Analysis Form. This usage history will be cross referenced to Medtronic-equivalent Products and used in conjunction with any Medtronic Product usage during the same twelve (12) month period. The total usage will be priced at the applicable tier pricing in order to validate the selected pricing tier and annual net purchase participation level. Information will be used to complete the Standardization Analysis. Participating Members shall also complete a Standardization Analysis Worksheet following the conclusion of each six month period occurring during the term of this Agreement and at other times as Medtronic may reasonably require. Medtronic and each such Participating Member will review worksheets within thirty (30) days following their receipt by Medtronic. In the event that Medtronic determines that a Participating Member or IDN or ASCN, as applicable, has not complied with its commitment levels, Medtronic will revoke pricing.

VOLUME TIERS

ENDO & TROCAR ANNUAL VOLUME

Tier 7E ≥85% Participation in Endomechanical and Trocar Products purchases (measured in dollars, on an annualized basis) will only be the Medtronic Endomechanical and Trocar Products (PP-OR-1482) AND ≥$3,000,000 - <$7,000,000 in Endomechanical and Trocar Products (PP-OR-1482) Net Purchases annually AND meets participation requirements for Surgical Energy Tiers 5, 6 or 7

REBATE % DETAILS

Conversion 15% ∙Available to all Participating Members who meet the following eligibility requirements: (a) complete a PMDF and (b) elect to maintain at least the minimum commitment requirements for tiers 5, 5E, 6, 6E, 7, 7E or 8 for the First Contract Year and have been in compliance with the terms of the Agreement. First Contract Year is defined as the effective date April 1, 2018 through March 31, 2019 of the group purchasing agreement (Contract Number PP-OR-1487).

∙Participating Members selecting Tiers 5, 5E, 6, 6E, 7, 7E, or 8 are eligible for a fifteen percent (15%) Conversion Rebate in the First Contract Year of the Agreement.

∙For Participating Members to be eligible, (i) Participating Members must complete a PMDF, (ii) achieve the compliance required on their selected Tiers 5, 5E, 6, 6E, 7, 7E or 8, and (iii) have been in compliance with the terms and conditions of the Agreement, then the Participating Member will receive the 15% Conversion Rebate for the First Contract Year of the Agreement, prorated based on the Participating Member’s PMDF effective date. The Conversion Rebate will be calculated on the amount, if any, by which Participating Member’s Net Purchases of the Products during the First Contract Year, exceed Participating Member’s Pre-Participation Net Purchases, pro-rated based on Participating Member’s PMDF effective date if applicable.

For example purposes only, if Participating Member’s PMDF becomes effective May 1, 2018, the rebate shall only accrue for the remaining eleven months of First Contract Year, which shall be through March 31, 2019.

∙ One rebate check will be sent to Participating Member within (i) 90 days following the completion of the First Contract Year of the Agreement or (ii) 30 days after the Medtronic receipt of Participating Member’s completed Standardization Analysis, whichever is later. The rebate check shall be delivered to Participating Member with a rebate allocation report.

∙ Medtronic agrees to review any issues relating to the Conversion Rebate provided they are brought to Medtronic’s attention within 60 days following Participating Member’s receipt of the affected rebate payment. Any such issue not brought to Medtronic’s attention during such 60 day period shall be deemed waived. Notwithstanding anything to the contrary within this Agreement, if the earned rebate for a Contract Year is less than $1,000, then no rebate will be payable with respect to such Contract Year.


CONFIDENTIAL

DEFINITIONS

∙ The “Endomechanical Product purchases” and “Endomechanical and Trocar Products purchases” includes any new or reprocessed Products from third party vendors, or any stapling/energy options offered by third party vendors manufacturing robotic assisted technologies.

∙ The “Net Purchases” means the total purchase price actually paid by Participating Member for Products purchased pursuant to this Agreement, net of Products provided at no charge, returns, allowances, credits, rebates, taxes, freight and insurance.

∙ “Participating Member Designation Form (PMDF)”means an electronic Price Activation (PA) initiated in Supply Chain Advisor (SCA) or the Collaboration Portal.

∙ “Pre-Participation Net Purchases” means the total purchase price actually paid by Participating Members to Medtronic for Products purchased during the 12 months immediately preceding First Contract Year of the Agreement, prorated based on Participating Member’s PMDF effective date if applicable, net of free products, returns, allowances, credits, taxes, freight and insurance, and fees, rebates and/or other payments made by Medtronic to distributors in connection with such purchases.


VALUE ADDS:Enhanced Endomechanical/Trocar (PP-OR-1482) and Surgical Energy (PP-OR-1478) Products Tiers. Medtronic offers a tier enhancement for Participating Members that have met the purchasing criteria for (i) Endomechanical and Trocar (PP-OR-1482) Tiers 5, 6, or 7 AND (ii) Surgical Energy (PP-OR-1478) Tiers 5, 6, or 7 on the Surgical Energy Product (PP-OR-1478) Agreement. Participating Member that achieve this will be eligible to receive the next highest Endomechanical and Trocar (PP-OR-1482) tier pricing. Participating Members must elect this enhanced tier option via completed PMDF for Tiers 5E, 6E or 7E.

CONFIDENTIAL

Premier

TROCAR PRODUCTS AGREEMENTQUICK FACTS



PRICINGProduct pricing shall increase, in the aggregate, by 5% for each contract year of the Term.

AWARD TYPEMulti-Source


REBATES (SEE TABLE)Conversion

AGREEMENT DETAILS



∙ The IDN/ASCN Aggregation pricing option is not available on Tiers 1, 2, 3, 4 and 9.

∙ The IDN or ASCN aggregation pricing option is available on Trocar Products Tiers 5, 6, 7, 8, 10 and 11 and Enhanced Endomechanical (PP-OR-1487) and Trocar Products Tiers 5E, 6E and 7E to acute care hospital and ambulatory surgical center system Participating Members only.

∙ Pricing on Tiers 2, 3, 4 and 9, as applicable, is available to all Participating Members that meet the tier requirements. Participating Members will provide Medtronic

VOLUME TIERS

TOTAL PRODUCT PURCHASES (PER CALENDAR YEAR)

Tier 1 Access Tier

Tier 2 ≥25% or <35% Participation in Endomechanical (PP-OR-1487) and Trocar Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Endomechanical (PP-OR-1487) and Trocar Products.

Tier 3 ≥35% Participation in Endomechanical (PP-OR-1487) and Trocar product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Endomechanical (PP-OR-1487) and Trocar Products.

Tier 4 Intentionally Omitted

Tier 5 ≥85% Participation in Endomechanical (PP-OR-1487) and Trocar Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Endomechanical (PP-OR-1487) and Trocar Products AND <$500,000 in Endomechanical (PP-OR-1487) and Trocar Product Net Purchases annually.

Tier 6 ≥85% Participation in Endomechanical (PP-OR-1487) and Trocar Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Endomechanical (PP-OR-1487) and Trocar Products AND ≥$500,000 -<$3,000,000 in Endomechanical (PP-OR-1487) and Trocar Product Net Purchases annually.

Tier 7 ≥85% Participation in Endomechanical (PP-OR-1487) and Trocar Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Endomechanical (PP-OR-1487) and Trocar Products AND ≥$3,000,000- <$7,000,000 in Endomechanical (PP-OR-1487) and Trocar Product Net Purchases annually.

Tier 8* ≥85% Participation in Endomechanical (PP-OR-1487) and Trocar Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Endomechanical (PP-OR-1487) and Trocar Products AND ≥$7,000,000in Endomechanical (PP-OR-1487) and Trocar Product Net Purchases annually.

Tier 9 Trocar Products only: ≥50% Participation in Trocar Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Trocar Products.

Tier 10 Trocar Products only: ≥90% Participation in Trocar Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Trocar Products.

Tier 11 Trocar Products only: ≥90% Participation in Trocar Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Trocar Products AND commits to purchase from Medtronic at an annualized rate of ≥$450,000 in Trocar Products Net Purchases.

VersaOne™

optical trocar 12 mm

CONFIDENTIAL

with twelve (12) months of Endomechanical (PPOR-1487) or Trocar usage history. Pricing on Tiers 5, 5E, 6, 6E, 7, 7E, 8, 10 and 11 as applicable, is available to all Participating Members making annual Net Purchases as indicated on their completed PMDF and making commitment to purchase the Medtronic Products to satisfy 85% or 90% of the Participating Member’s overall annual requirements for such Products. Participating Members will provide Medtronic with twelve (12) months of Endomechanical (PP-OR-1487) and Trocar usage history. This usage history will be cross referenced to Medtronic equivalent Products and used in conjunction with any Medtronic Product usage during the same twelve (12) month period. The total usage will be priced at the applicable tier pricing in order to validate the selected pricing tier and annual net purchase participation level. Information will also be used to complete the Standardization Analysis. Participating Members shall also complete a Standardization Analysis following the conclusion of each six month period occurring during the term of this Agreement and at such other times as Medtronic may reasonably require. Medtronic and each such Participating Member will review Standardization Analysis within thirty (30) days following their receipt by Medtronic. In the event that Medtronic determines that a Participating Member or IDN or ASCN as applicable, has not complied with its commitment levels, Medtronic will revoke pricing and re-set such Participating Member’s or /IDN’s or ASCN’s pricing to the qualifying tier, without penalty to the Participating Member.

VOLUME TIERS


Tier 5E ≥85% Participation in Endomechanical (PP-OR-1487) and Trocar Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Endomechanical (PP-OR-1487) and Trocar Products AND <$500,000 in Endomechanical (PP-OR-1487) and Trocar Product Net Purchases annually AND meets participation requirements for Surgical Energy Tiers 5, 6 or 7.

Tier 6E ≥85% Participation in Endomechanical (PP-OR-1487) andTrocar Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Endomechanical (PP-OR-1487) and Trocar Products AND ≥$500,000 - <$3,000,000 in Endomechanical (PP-OR-1487) and Trocar Product Net Purchases annually AND meets participation requirements for Surgical Energy Tiers 5, 6 or 7.

Tier 7E*

≥85% Participation in Endomechanical (PP-OR-1487) and Trocar product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Endomechanical (PP-OR-1487) and Trocar Products AND ≥$3,000,000 - <$7,000,000 in Endomechanical (PP-OR-1487) and Trocar Product Net Purchases annually AND meets participation requirements for Surgical Energy Tiers 5, 6 or 7.

*Please contact your local Medtronic representative for details about pricing.

REBATE % DETAILS

Conversion 15% ∙Available to all Participating Members who meet the following eligibility requirements: (a) complete a PMDF and (b) elect to maintain at least the minimum commitment requirements for tiers 5, 5E, 6, 6E, 7, 7E or 8 for the First Contract Year and have been in compliance with the terms of the Agreement. First Contract Year is defined as the effective date April 1, 2018 through March 31, 2019 of the group purchasing agreement (Contract Number PP-OR-1482).

∙Participating Members selecting Tiers 5, 5E, 6, 6E, 7, 7E, or 8 are eligible for a 15% Conversion Rebate in the First Contract Year of the Agreement.

∙For Participating Members to be eligible, (i) Participating Members must complete a PMDF, (ii) achieve the compliance required on their selected Tiers 5, 5E, 6, 6E, 7, 7E or 8, and (iii) have been in compliance with the terms and conditions of the Agreement, then the Participating Member will receive the 15% Conversion Rebate for the First Contract Year of the Agreement, prorated based on the Participating Member’s PMDF effective date. The Conversion Rebate will be calculated on the amount, if any, by which Participating Member’s Net Purchases of the Products during the First Contract Year, exceed Participating Member’s Pre-Participation Net Purchases, pro-rated based on Participating Member’s PMDF effective date if applicable.

For example purposes only, if Participating Member’s PMDF becomes effective May 1, 2018, the rebate shall only accruefor the remaining eleven months of First Contract Year, which shall be through March 31, 2019.


CONFIDENTIAL

∙ One rebate check will be sent to Participating Member within (i) 90 days following the completion of the First Contract Year of the Agreement or (ii) 30 days after Medtronic’s receipt of Participating Member’s completed Standardization Analysis, whichever is later. The rebate check shall be delivered to Participating Member with a rebate allocation report.


DEFINITIONS

∙ The “Trocar Product purchases” and “Endomechanical and Trocar Product purchases” includes any new or reprocessed Products from third party vendors, or any stapling/energy options offered by third party vendors manufacturing robotic assisted technologies.


∙ “Participating Member Designation Form (PMDF)” means an electronic Price Activation (PA) initiated in Supply Chain Advisor (SCA) or the Collaboration Portal.


VALUE ADDSEnhanced Endomechanical (PP-OR-1487)/Trocar and Surgical (PP-OR-1478) Energy Products Tiers. Medtronic shall offer a tier enhancement for Participating Members that have met the purchasing criteria for (i) Endomechanical (PP-OR-1487) and Trocar Tiers 5, 6, or 7 AND (ii) Surgical (PP-OR-1478) Energy Tiers 5, 6, or 7 on the Surgical (PP-OR-1478) Energy Product Agreement. Participating Member which achieves this will be eligible to receive the next highest Endomechanical (PP-OR-1487) and Trocar tier pricing. Participating Members must elect for this enhanced tier option via completed PMDF for Tiers 5E, 6E or 7E.


CONFIDENTIAL

Premier

SURGICAL ENERGY PRODUCTS AGREEMENTQUICK FACTS

Valleylab™ electrosurgical products

Valleylab™ FT10 energy platform

LigaSure™ Maryland Jaw laparoscopic sealer/divider 5 mm – 37 cm

Sonicision™ cordless ultrasonic dissector



PRICINGProduct pricing shall increase, in the aggregate, by 5% for each contract year of the Term.

AWARD TYPEDual-Source (includes MITG and RTG divisions and one other supplier)


REBATES (SEE TABLE)Ultrasonic Cutting Conversion

AGREEMENT DETAILS



∙ The IDN/ASCN Aggregation pricing option is not available on Tiers 1, 2 and 3.

∙ The IDN or ASCN aggregation pricing option is available on Surgical Energy Products Tiers 4, 5, 6 and 7 to acute care hospital and ambulatory surgical center system Participating Members only.

∙ Pricing on Tiers 2, 3, 4, 5, 6 and 7, as applicable, is available to all Participating Members per the participation requirements of tier commitment selected by Participating Member’s overall annual requirements

VOLUME TIERS


Tier 1 Access Tier

Tier 2 ≥80% Participation in Electrosurgery Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Electrosurgery Products.

Tier 3 ≥80% Participation in Vessel Sealing Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Vessel Sealing Products.

Tier 4 ≥90% Participation in Electrosurgery Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Electrosurgery Products AND ≥90% Participation in Vessel Sealing Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Vessel Sealing Products.

Tier 5* ≥90% Participation in Electrosurgery Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Electrosurgery Products AND ≥90% Participation in Vessel Sealing Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Vessel Sealing Products AND ≥40% Participation in Ultrasonic CuttingProduct purchases (measured in dollars, on an annualized basis) will only be the Medtronic Ultrasonic Cutting Products.

Tier 6* ≥90% Participation in electrosurgery product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Electrosurgery Products AND ≥90% Participation in Vessel Sealing Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Vessel Sealing Products, AND ≥60% Participation in Ultrasonic Cutting Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Ultrasonic Cutting Products, AND commits to purchase from Medtronic at an annualized rate of ≥$3,000,000 in the Medtronic Surgical Energy Products Net Purchases.

Tier 7* ≥80% Participation in Surgical Energy Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Surgical Energy Products, AND commits to purchase from Medtronic at an annualized rate of ≥$8,000,000 in the Medtronic Surgical Energy Products Net Purchases.

*See PP-OR-1487 (Endomechanical) and PP-OR-1482 (Trocar) Agreement Quick Facts or contact your local Medtronic representative for additional pricing opportunities.

CONFIDENTIAL

for such Products. Participating Members will provide Medtronic with twelve (12) months of surgical energy usage history. This usage history will be cross referenced to Medtronic equivalent Products and used in conjunction with any Medtronic Product usage during the same twelve (12) month period. The total usage will be priced at the applicable tier pricing in order to validate the selected pricing tier and annual net purchase participation level. Information will also be used to complete the Standardization Analysis. Participating Members shall also complete a Standardization Analysis following the conclusion of each six month period occurring during the term of this Agreement and at such other times as Medtronic may reasonably require. Medtronic and each Participating Member will review such Standardization Analysis within thirty (30) days following their receipt by Medtronic. In the event that Medtronic determines that a Participating Member or IDN or ASCN, as applicable, has not complied with its commitment levels, Medtronic will revoke pricing hereunder and re-set Participating Member’s or /IDN’s or ASCN’s pricing to the qualifying tier, without penalty to the Participating Member.

REBATE % DETAILS

Ultrasonic Cutting Conversion

10% ∙Available to all Participating Members who meet the following eligibility requirements: (a) complete a PMDF and (b) elect to maintain at least the minimum commitment requirements for Tiers 5 or Tier 6 or Tier 7 for the First Contract Year for the applicable tier and have been in compliance with the terms of the Agreement. First Contract Year is defined as the effective date April 1, 2018 through March 31, 2019 of the group purchasing agreement (Contract Number PP-OR-1478).

∙Participating Members selecting Tiers 5, 6 or 7 are eligible for a ten percent (10%) Ultrasonic Cutting Products Conversion Rebate in the First Contract Year of the Agreement. For Participating Members to be eligible, (i) Participating Members must complete a PMDF, (ii) Participating Member has achieved the compliance required on their selected tiers, and have been in compliance with the terms and conditions of the Agreement, then the Participating Member will receive the ten percent (10%) Ultrasonic Cutting Products Conversion Rebate for the First Contract Year of the Agreement, pro-rated based on the Participating Member’s PMDF effective date. The Ultrasonic Cutting Conversion Rebate will be calculated on the amount, if any, by which Participating Member’s Net Purchases of the Ultrasonic Cutting Products during the First Contract Year, exceed Participating Member’s Pre-Participation Ultrasonic Cutting Products Net Purchases, pro-rated based on Participating Member’s PMDF effective date if applicable.

For example purposes only, if Participating Member’s PMDF becomes effective May 1, 2018, the rebate shall only accrue for the remaining eleven months of First Contract Year, which shall be through March 31, 2019.

∙ One rebate check will be sent to Participating Member within (i) 90 days following the completion of the First Contract Year of the Agreement or (ii) 30 days after Medtronic’s receipt of Participating Member’s completed Standardization Analysis, whichever is later. The rebate check shall be delivered to Participating Member with a rebate allocation report.



CONFIDENTIAL

DEFINITIONS:

∙ The “Electrosurgical Product purchases”, “Vessel Sealing Product purchases”, “Ultrasonic Cutting Product purchases” and “Surgical Energy Product purchases” includes any new or reprocessed Products from third party vendors, or any stapling/energy options offered by third party vendors manufacturing robotic assisted technologies.




VALUE ADDSEnhanced Endomechanical (PP-OR-1487)/Trocar and Surgical (PP-OR-1478) Energy Products Tiers.

Medtronic shall offer a tier enhancement for Participating Members that have met the purchasing criteria for (i) Endomechanical (PP-OR-1487) and Trocar Tiers 5, 6, or 7 AND (ii) Surgical (PP-OR-1478) Energy Tiers 5, 6, or 7 on the Surgical (PP-OR-1478) Energy Product Agreement. Participating Member which achieves this will be eligible to receive the next highest Endomechanical (PP-OR-1487) and Trocar tier pricing. Participating Members must elect for this enhanced tier option via completed PMDF for Tiers 5E, 6E or 7E.


CONFIDENTIAL

Premier

KNOTLESS TISSUE CLOSURE DEVICES AGREEMENTQUICK FACTS

V-Loc™

wound closure device



PRICINGFixed pricing per term of the agreement

AWARD TYPEMulti-Source


REBATESNone

AGREEMENT DETAILS

∙ Participating Members must complete a Participating Member Designation Form (PMDF) for all tiers.


∙ The IDN/ASCN Aggregation pricing option is not available on Tiers 1 and 2.

∙ The IDN or ASCN aggregation pricing option is available on Knotless Tissue Closure Device Products Tiers 3, 4 and 5 and Enhanced Topical Skin Adhesive (PP-OR-1472) and Knotless Tissue Closure Device Products Tier 4E to acute care hospital and ambulatory surgical center system Participating Members only.

∙ Pricing on Tiers 3, 4, 4E and 5, as applicable, is available to all Participating Members that meet their tier requirements. Participating Members will provide Medtronic with twelve (12) months of Topical Skin Adhesive (PP-OR-1472) Products and Knotless Tissue Closure Device

VOLUME TIERS


Tier 1 Access Tier

Tier 2 ≥60% Participation in Knotless Tissue Closure Device product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Knotless Tissue Closure Device Products AND commits to purchase from Medtronic at an annualized rate of ≥$5,000 and <$25,000 in Knotless Tissue Closure DeviceProducts Net Purchases.

Tier 3 ≥85% Participation in Knotless Tissue Closure Device product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Knotless Tissue Closure Device Products AND commits to purchase from Medtronic at an annualized rate of ≥$5,000 and <$50,000 in Knotless Tissue Closure ProductsNet Purchases.

Tier 4 ≥85% Participation in Knotless Tissue Closure Device product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Knotless Tissue Closure Device Products, AND commits to purchase from Medtronic at an annualized rate of ≥$50,000 and <$100,000 in Knotless Tissue Closure DeviceProducts Net Purchases.

Tier 4E ≥85% Participation in Knotless Tissue Closure Device product purchases (measured in dollars, on an annualized basis) will be the Medtronic Knotless Tissue Closure Device Products AND commits to purchase from Medtronic at an annualized rate of ≥$50,000 and <$100,000 in Knotless Tissue Closure Device Products Net Purchases AND meets participation requirements for Topical Skin Adhesive (PP-OR-1472) Tiers 3 or 4.

Tier 5 ≥85% Participation in knotless tissue closure device product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Knotless Tissue Closure Device Products AND commits to purchase from Medtronic at an annualized rate of ≥$100,000 in Knotless Tissue Closure Device Products Net Purchases.

CONFIDENTIAL

DEFINITIONS

∙ The “Knotless Tissue Closure Device Product purchases” includes any products from third party vendors.



VALUE ADDSEnhanced Topical Skin Adhesive (PP-OR-1472) and Knotless Tissue Closure Device Products Tier.

Medtronic shall offer a tier enhancement for Participating Members that have met the purchasing criteria for (i) Topical Skin Adhesive (PP-OR-1472) Tier 3 AND (ii) Knotless Tissue Closure Device Tier 4 or 5 on the Knotless Tissue Closure Device Product Agreement. Participating Members that achieve this will be eligible to receive the next highest Topical Skin Adhesive (PP-OR-1472) and Knotless Tissue Closure Device tier pricing. Participating Members must elect this enhanced tier option via completed PMDF for Tier 3E.

KNOTLESS TISSUE CLOSURE DEVICES AGREEMENTQUICK FACTS

Products usage history. This usage history will be cross referenced to Medtronic equivalent Products and used in conjunction with any Medtronic Product usage during the same twelve (12) month period. The total usage will be priced at the applicable tier pricing in order to validate the selected pricing tier and annual net purchase participation level. Information will also be used to complete the Standardization Analysis. Participating Members shall also complete a Standardization Analysis following the conclusion of each six month period occurring during the term of this Agreement and at such other times as Medtronic may reasonably require. Medtronic and each Participating Member will review such Standardization Analysis within thirty (30) days following their receipt by Medtronic. In the event that Medtronic determines that a Participating Member or IDN or ASCN, as applicable, has not complied with its commitment levels, Medtronic will revoke pricing and re-set Participating Member’s or /IDN’s or ASCN’s pricing to the qualifying tier, without penalty to the Participating Member.

CONFIDENTIAL

Premier

TOPICAL SKIN AGREEMENTQUICK FACTS



PRICINGFixed pricing per term of the agreement

AWARD TYPEMulti-source


REBATES (SEE TABLE)None

AGREEMENT DETAILS

∙ Participating Members must complete a Participating Member Designation Form (PMDF) for all tiers.


∙ The IDN/ASCN Aggregation pricing option is not available on Tier 1.

∙ The IDN or ASCN aggregation pricing option is available on Tiers 2, 3 and 4 and on Tier 3E to acute care hospital and ambulatory surgical center system Participating Members only or exceed 80% of the Participating Member’s overall annual requirements for such Products in order for the IDN or ASCN election to be given effect.

∙ Pricing on Tiers 2, 3, 3E and 4, as applicable, is available to all Participating Members that meet the tier requirements. Participating Members will provide Medtronic with

VOLUME TIERS


Tier 1 Access Tier

Tier 2 ≥80% Participation in Topical Skin Adhesive Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Topical Skin Adhesive Products AND commits to purchase from Medtronic at an annualized rate of ≥$10,000 or<$50,000 in Topical Skin Adhesive Products Net Purchases.

Tier 3 ≥80% Participation in Topical Skin Adhesive Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Topical Skin Adhesive Products AND commits to purchase from Medtronic at an annualized rate of ≥$50,000 or <$125,000 in Product Topical Skin Adhesive Products Net Purchases.

Tier 4 ≥80% Participation in topical skin adhesive Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Topical Skin Adhesive Products AND commits to purchase from Medtronic at an annualized rate of ≥$125,000 in Topical Skin Adhesive Products Net Purchases.

Tier 3E ≥80% Participation in topical skin adhesive Product purchases (measured in dollars, on an annualized basis) will only be the Medtronic Topical Skin Adhesive Products, AND commits to purchase from Medtronic at an annualized rate of ≥$50,000 or <$125,000 in Topical Skin Adhesive Products Net Purchases, AND meets participation requirements for Knotless Tissue Closure Device (PP-OR-1475) Tiers 4 or 5.

twelve (12) months of Topical Skin Adhesive Products and Knotless Tissue Closure Device (PP-OR-1475) Products usage history. This usage history will be cross referenced to Medtronic equivalent Products and used in conjunction with any Medtronic Product usage during the same twelve (12) month period. The total usage will be priced at the applicable tier pricing in order to validate the selected pricing tier and annual net purchase participation level. Information will also be used to complete the Standardization Analysis. Participating Members shall also complete a Standardization Analysis following the conclusion of each six month period occurring during the term of this

Agreement and at such other times as Medtronic may reasonably require. Medtronic and each such Participating Member will review Standardization Analysis within thirty (30) days following their receipt by Medtronic. In the event that Medtronic determines that a Participating Member or IDN or ASCN as applicable, has not complied with its commitment levels, Medtronic will revoke pricing and re-set such Participating Member’s or /IDN’s or ASCN’s pricing to the qualifying tier, without penalty to the Participating Member.

CONFIDENTIAL

ITEM NUMBER

ITEM DESCRIPTION

LIST PRICE

UNIT OF MEASURE

QTY. TIER 1 TIER 2 TIER 3 TIER 3E TIER 4

LX6 Liquiband Exceed™ Topical Skin Adhesive

$156.00 Box 6 $150.00 $101.76 $92.34 87.36 $87.36

SS6 SwiftSet™ Topical Skin Adhesive

$156.00 Box 6 $150.00 $101.76 $92.34 87.36 $87.36

DEFINITIONS

∙ The “Topical Skin Adhesive Product purchases” includes any products from third party vendors.



VALUE ADDSEnhanced Topical Skin Adhesive and Knotless Tissue Closure Device (PP-OR-1475) Products Tier.

Seller shall offer a tier enhancement for Participating Members that have met the purchasing criteria for (i) Topical Skin Adhesive Tier 3 AND (ii) Knotless Tissue Closure Device (PP-OR-1475) Tier 4 or 5, as stated under Exhibit A-2 on the Knotless Tissue Closure Device (PP-OR-1475) Product Agreement. Participating Member which achieves this will be eligible to receive the next highest Topical Skin Adhesive and Knotless Tissue Closure Device (PP-OR-1475) tier pricing. Participating Members must elect this enhanced tier option via completed PMDF for Tier 3E.

TOPICAL SKIN AGREEMENTQUICK FACTS

CONFIDENTIAL© 2018, 2019 Medtronic. All rights reserved. Medtronic, Medtronic logo and Further, Together are trademarks of Medtronic. All other brands are trademarks of a Medtronic company. 02/2019-US180007(1)-[WF#2230182]

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