County Administrator 5/6/2014 9:06:56 AM County Counsel 5/5/2014 4:13:01 PM COB

5/6/2014 9:49:14 AM

AGENDA ITEM SUBMITTAL FORM BOARD OF SUPERVISORS

CLERK OF THE BOARD 44 N. San Joaquin Street, Suite #627

Stockton, California 95202

SUBMIT ONE COpy OF THIS FORM WIm EACH BOARD AGENDA ITEM.

For Clerk's Use Only: AGENDA NUMBER

At the time of submitting your agenda item documents, please provide ONE <)RIGINAL & 7 COPIES OF THE BOARD LETTER AND ANY ACCOMPANYING DOCUMENtS (Resolutions, Board Orders, Contracts, etc.) for distribution after Board Approval.

If more than one original is required, you must provide the appropriate number of originals to be executed by the Board of Supervisors.

J!AIE: May 2, 2014 DEPARTMENT: San Joaquin General Hospital

CONTACT & PHONE #: Sheila - 468-6621

AGENDA ITEM TITLE: Approval of Contract with Abbott Laboratories, Inc. to Provide Automated Chemistry and

Immunochemistry Instruments Througb June 30, 2021 at an Estimated Cost Totaling $6,396,425

PROPOSED AGENDA PLACEMENT DATE: PROPOSED CALENDAR:

May 20, 2014 Consent - Health & Human Services

DISTRIBUTION: (MAILING ADDRESSES MUST BE PROVIDED IF NOT A COUNTY DEPARTMENT)

Auditor-Controller

Purchasing & Support Services

County Counsel

San Joaquin General Hospital

Clerk of the Board

DOCUMENT

Board Order

Board Order

Board Order

Board Order

Board Order

Special instructions to the Clerk of the Board:

#OFCOPIES

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1

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Original

AGENDA ITEMS MUST BE REVIEWED AND SIGNED OFF BY THE DEPARTMENT HEAD, COUNTY ADl\fINISTRA TOR AND COUNTY COUNSEL.

Department Head siJJQ1(j)~

0IU5 ROSE

San Joaquin General Hospital/P. O. Box 1020 • Stockton • CA 95201 • (209) 468-6000

April 21, 2014

Board of Supervisors County Administration Building Stockton, California

Dear Board Members:

APPROVAL OF CONTRACT WITH ABBOTT LABORATORIES, INC. TO PROVIDE AUTOMATED CHEMISTRY AND

IMMUNOCHEMISTRY INSTRUMENTS THROUGH JUNE 30, 202 11 AT AN ESTIMATED COST TOTALING $6,396,425

RECOMMENDATION:

It is recommended that the Board of Supervisors:

1. Approve the agreement with Abbott Laboratories, Inc (Abbott) to provide SJGH with automated chemistry and immunochemistry instruments for a seven year period ending June 30, 2021; and,

2. Authorize and direct the Chief Executive Officer (CEO) of San Joaquin General Hospital (SJGH) to sign the agreement with Abbott Laboratories, Inc (Abbott).

REASON FOR RECOMMENDATION:

Currently, the SJGH Laboratory performs over 1,000,000 chemistry and immunochemistry tests each year. The tests are performed on two chemistry and three immunochemistry instruments. These five instruments all more than ten years old, operate as independent components and are not integrated and require frequent maintenance and repairs. Laboratory employees must manually verify test values which results in slower reporting to the ordering physician and on occasion slows initiation of patient care treatments. The current technologies do not allow SJGH to complete a number of tests in-house so those complex and expensive tests are sent to other laboratories with SJGH bearing the costs.

The Abbott analyzers are a highly automated system that significantly reduce report turnaround time, reduce the number of staff needed to perform these tests, allow for more tests to be performed in-house at a significantly reduced cost, and facilitate the automated testing, storage and retrieval of samples for the performanqe of additional testing if ordered at a later date. !

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Board of Supervisors April 21,2014 Page Two

The Abbott instruments are all connected by an automated sample delivery system that moves the sample from the intake unit to the centrifuges,· the chemistry, immunochemistry instruments, and finally into the storage refrigerator. The newer technology can release test results automatically from the ma!chines as soon as they are tested. This feature is especially valuable at night when s~affing consists only of two Clinical Laboratory Technologists and one Laboratory Assistant. Blood bank activities for trauma patients can tie up both Laboratory Technologists to deliver blood to the patients. With the new system, tests can be completed and reported to the rest of the Hospital and to the Emergency Department in a timely manner without requiring the Laboratory Technologists to abandon their blood bank duties.

The new equipment will also have advanced testing capabiliti~s that are not presently available in SJGH's laboratory. This enhancement will allow the laboratory to test more specimens in-house thereby reducing turnaround times and some of the costly send-out tests to other labs.

FISCAL IMPACT:

Presently, SJGH annually spends $653,460 on reagents and other supplies to perform chemistry and immunochemistry tests in the SJGH laboratory and pays an additional $251,420 to other laboratories to perform tests that cannot b¢ completed in-house. The total annual cost for these tests is $904,880. I

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The new equipment will allow SJGH to perform the send-out tests noted above in-house for only $76,100. Based on the current volume, the projected annual payment to Abbott to perform the current in-house tests and the previous send-out tests is $913,775 or $6,396,425 over the seven year term of the agreement. This is an annual increase of $8,895 over current costs.

The process to install and validate the new automated equipment will take several months. During this time, the laboratory will run both the old manual system and the new system at the same time. This is a very labor intensive process. Once the new system is fully validated and can operate as a standalone, it will enable the reduction of at least two full-time equivalents in the laboratory resulting in a future annual salary savings of approximately $171,600. As such the net annual operational savings after the first year of implementing the Abbot system is estimated to be $162,705. The cost of setup and operating the new system is included in the proposed 2014-15 Hospital Enterprise Fund budget. The future salary savings will be included in the subsequent six fiscal years.

Board of Supervisors April 21,2014 Page Three

Current Cost Abbott Contract Reagents & test costs $653,460 $913,775 Outside laboratory costs 251,420 Laboratory staff costs 171,600 Total annual cost $1,076,480 $913,775 Annual savings * $162,705

* Annual savings once system is fully-implemented

ACTION TO BE TAKEN FOLLOWING APPROVAL:

Because of the complexity of the multi-part agreement and the associated documents, County Counsel recommends for clarity and brevity that upon approval by the Board of Supervisors, the CEO will execute the master agreement and related documents and implement the agreement.

DKC:RA:sl Board Letter - Abbott Laboratories

cc: Auditor-Controller County Counsel Purchasing & Support Services Clerk of the Board

Sincerely,

(lQ){ L1L-David K. Culberson Chief Executive Officer San Joaquin General Hospital

Before the Board of Supervisors County of San Joaquin, State of California

B----

MOTION:

APPROVAL OF CONTRACT WITH ABBOTT LABORATORIES, INC. TO PROVIDE AUTOMATED CHEMISTRY AND

IMMUNOCHEMISTRY INSTRUMENTS THROUGH JUNE 30, 2021 AT AN ESTIMATED COST TOTALING $6,396,425

It is recommended that the Board of Supervisors:

1. Approve the agreement with Abbott Laboratories, Inc (Abbott) to provide SJGH with automated chemistry and immunochemistry instruments for a seven year period ending June 30, 2021; and,

2. Authorize and direct the Chief Executive Officer (CEO) of San Joaquin General Hospital (SJGH) to sign the agreement with Abbott Laboratories, Inc.,(Abbott).

I HEREBY CERTIFY that the above order was passed and adopted on _______ by the following vote of the Board of Supervisors, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

MIMI DUZENSKI Clerk of the Board of Supervisors

County of San Joaquin State of Cali fomi a

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MASTER AGREEMENT

M STER AGREEMENT - NOVATION ABBOTT LABORATORIES INC., D·943, CP1-4, 100 ABBOTT PARK ROAD, AS on PARK, ILLINOIS 60064·6095

AGREEMENT. Customer (idenllficd above) and Abbott Loborotoric~ Inc. ("Abbott") cntor into this Member Agreement ("A9reement") and agree to be legally bound to the following terms and conditions:

1. EFFECTIVE DATE AND CONTRACT TERM. Aller this Agreement is signed by Customer and Abbott. it shall become effacti~e as of the dale noted with the authorized Abbott signature or the date, if any, appearing here as the Effective Date , ("Effective Date'). Unless terminated earlier as provided for in this Agreement. the A1)reement shall continue in effect for the period of time designated above as the "Initial Contract Term." This Agreement will autumalically renew ror ~ol1secutive one·year e.tension periods (each an "E,'ension Perioo') ullle~s eiltierllarty yivtls lhe olliel parly nlnely (90) days' aClvance written notice of non-renewal prior to the end of the Initial Contract Term or thereafter during any Extension Period The Initial Contract Term and all Extension Periods shall be defined as the 'Contract Term."

2. EQUIPMENT. (2.1) Equipment subject to iIlis Agreement is itemizeCl on the attached Price Exhibit(s) with a designation of ownerShip. Equipment owned by Abbott and renteCl 10 Customer is defined as 'Abbott Equipment." "Customer Equipment" shall be defined as equipment sl.lbject to a Service Package pursuant to Section 21 and which is either. (a) purchased by Customer pursuant to this Agreement or (b) being purchased by Customer simultaneously with the execution of this Agreement. Abbott Equipment and Customer Equipment shall collectively be referred to as 'Covered Equipment." Within thirty (30) days of Covered Equipment delivery, Customer shall inspect Covered Equipment and shall notify Abbott in writing of any visible damage or deficienCies. Failure tQ notify Abbott of such damage or deficiencies within sl.lch thirty (30) day time period shall be deemed as Customer's acceptance of Covered Equipment in undamaged condition. (2.2) Installation and Acceptance. Unless otherwise agreed in writing between Abbott and Customer, Customer shall stri~e to complete acceptance testing within a period of sixty (60) days, but notWithstanding the foregoing, Customer shall have a period of ninety (90) days from dat~ Customer ancJ Abbott agree that pre-integration in'tallation of EqUipment purchased or leased from Abbott is complete to conduct acceplanc .. testing of Such E~uipmant. Acceptance lesting may include, but is not limited to, safety testing. calibration, performance testing, documentation inspection and testing for adherence! to the Equipme nt's specifications. A validation package, signed off by Customer, demonstrating instrument performance specifted in Abbott's published docUlhentalion anCl equivalency to the Customer's predicate metnod wilt be proVided to tne Customer prior to final acceptance. Notwlmstandrng the fOregoing, asa condition or acceptance of the Equipment. the Equipment must have achieved uptime of at least ninety·eight percent (98%) over the thirty (30) day period iflimediately preceCling acceptance. with l'ptime calculated in acr-.ordance with Section 22 below. If the Equipment fails the acr.eplance testing>. th", Customer imey. at its discretion, return lhe Equipment (together with any Supplies andlor Services related to the Equipment) to Abbott for a oomplete refund/exchange. The Warranty Period for the Equipment will begin ninety (90) days from the installation of Eq"'pment or upon signature of the ~aJidation package by the Customer, whichever is later. Abbott Will bear all CQsls i:l550.;iat"d wilh lhe removal or pao:;I\agiJl9, craliJl~ and oIlier fIIilleli,,1 i:I~~uc;lilled with the inll>\illlatIQn of the Equipment. AbOon will remolle any retired Abbott·owned equipment at a cost mutually agreed upon with Customer, including any expenses associated with the proper disposal of hazardous or other waste. (2.3) Manuals, Abbott will provide to Customer one (1) complete and unabridged set of operalor service manuals for each model of Equipment purchased or leased, including all subassemblies and peripheral devices (inch.lding those manufactured by others). Such operator manuals will be in etectronic form and wilt Incluae prinCiples of operallulI, pleventative maintenance pIO~UIe!$ and sUlellullts, repli:lcel1ll:1nts parts lisl, performance cnaracterlstlcs and specifications, operating instructions, service and maintenance procedures, troubleshooting and diagnostics. All upd<ltes to such manuals will be provided to Customer on a schedule agreed upon·between Customer and Abbott. (2.4) Training. Unless otherwise describecJ In Pricing Exhibit or agreed to by Novation or Customer, Abbott will allow. for each new Equipment purchased or leased by Customer, at least one (1) and no more tllan two (2) of Customer's staff members to attend Abbott's instrument operator training school at no cost for tuillon. training materials, travel, <lr lodging to Customer. Failure to provide the 0PPOl1unity for one (1) 01' two (2) of Cuslome,'s starr rnernber~ to attenCl Abbott's instrument operator training school prior to the expi.ration of the Warranty Period w'llI cause the warranty to be extended until the end of a thirty (30) day period after the training has been compteted. In aCldilion. for each new Equipment purchased or leased by Customer, Abbott will make al/ailable up to two (2) in·service training sessions for up to three (3) trainees per session for secondary operators Of Customer at Cuslomer's site at AbboU's own cost, unless otherwise agreed to by Novation or Customer, and as scheduled by agreement of Abbott and Customer. Abbott will provide follow-up in·service training on-site at Customer's facility IilS further described in Service exhibit. In acldltlon, AbboU will provide tmining for technlc .. 1 serltico staff of Customer, ~t ~n additional co~t I!I~ listed in Pricing Exhibit according to the program terms as listed in Service Exhibit. 3. PRODUCTS. Abbott shall m<lke available to Customer the products listed on the attached Price Exhibit(s) at the initial prices indicated ('Products"). Any

additions, deletions, or changes to th e Products available or volume commitments requested by Customer and approved by Abbott shall be memorialized in an amendment executed by both parties.

4. PURCHASE COMMITMENT. Commencing on the Effective Date. and on a monthly baSiS thereafter, Customer shall purchase the Products indicated on the Price Exhibit{s) at the prices and volumes indicateCl ("Customer Product Commitment"). It Customer is renting Abbott Equipmen1, Customer also agrees to pay the rental fee set forth in the Price Fxhibit(s) ("CLJ~tomAr Fquipment Rental Commitment"). Any Customer Equipment Rental Commitment shall aithar (a) be incorporated Into the Product prices or (b) be listed as a separate Customer Equipment Rental Commitment on the Price Exhibit. Customer also shall pay the service equipment fee set forth on the Price Exhibit ("Customer Equipment Service Commitment"). The Customer Produci Commitment, Customer Equipment Rental Commitment and Customer E'1uiprnent S~rvi<;" C ornJllilnrent stlall tie referred to collectively as (Ile "Purcnase Commitment'

(4.1) Within 90 Days of Effective Date, If, within ninety (90) days of the Effective Date, Customer fails to esl<1olish an order and purchase pattern for Products that, to Abbott's reasonable sati,faclion, meets or e><ceed$ the Purchase Commitment, Abbott may immediately begin charging Cu~lomer the shortf;>11 i., thc monthly Customer Equipment Rental Commitment portion of the Purchase Commitment until, in Abbott's reasonable opinion. s\llch pattern is established. (4.2) For Two Consecutive Quarters. If Customer fails to purchase ninety percent (90%) in the aggregate of Customer Product Commitment for any two (2) consecutive calendar quarters, Abbott may unilaterally upon written notice, either (a) Clecrease any Product volume price discount based upon the difference in quantity of Customer's actual Product purchases versus Customer Product Commitment, (b) charge Customer the amount equal to the shortfall between actual quantity of ProdiJc! purchased by Customer and Customer PrOQuet Commitment or (c) terminate this Agreemllnt or consider and implement other I,'Ilternotlvo measures to remedy Cus10mer Product Commitment shortfall. Unless otherwise set forth in this Agreement, Abbott shall eval~ate Customer's purchases with respect to Purchase Commitments on a semi·annual basis.

5, PRICE ADJUSTMENTS I MODIFICATIONS. Beginning the first Clay of the first Renewal Term. if any, of the Novation Group Plurchasing Agreement and on an annual basis thereafter, Abbott may increase Product prices by an amount that shall not exceed the lesser or (i) four percen, (4.0%) and (ii) the then·c"rrent National Consumer Price Index - Modical {,CPI M"). Such price increases llhDIl be effective the later of (i) the fir~t dey of ~uc~ nenew~1 Term or (ii) sixty (00) days after notice to Customers by Abbott.

6. PRODUCT SUPPLY: (6.1) Delivery and Invoicing: Equipment (i.e., capital Products). On and after the Effective Date. Abbott agrees to promptly deliver Equipment ordereCl by Customer to Customer, FOB Origin, freight prepaid and filt)' percent (50%) of such freight cost added to invoice, and shall direct its invoices to Customer. Abbott shall bear the cost of insuring the Equipment to the destination ane! Shall Oe oblIgated to file tne insurance claim(s) should there be a.ny loss in transit. If Equipment Is lost in transit Customer's payment obligations to Abbott shall commence thirty (30) Clays after the Equipment is received in usable condition by Customer. WHhin seven (7) calendar days after rElC".eipt of a purr.hase m Ip.ilse ordar rr(lm CI.Istomer, Abbott will provide estimated le~d time frtm the date of such purchase or lease order until delivery of the Product at Customer's location. Unless otherwise agreeCl by Abbo.u and Customer. if Abbott's estimated lead time IS greater than

Master Agreement· Page 1 of 5

MASTER AGREEMENT· NOVATION I ABBOTT LABORATORIES INC" 0-943, CP1-4, 100 ABBOTT PARK ROAD, AB~OTT PARK, ILLINOIS 60064-6095

thirty (30) days, Customer may cancel the order without penatty, Upon the mutual agreement of Customer Olnd Abbott. the ~ctual delivery lead times may be increased based on Custome(s needs, !

(t),2) Delivery and InvoIcing; 5upplie$ (e.g" consumobles, dlspo$8bles, reagonts). On ;:!Ind afier the Effe .. tive Date,i Abbott agrees to promptly deliver Supplies ordered directly by Customer to Cus10mer, FOB Origin, freight prepaid and added to invoice. and shall direct its invoices to the Customer, Abbott shall bear the cost of insuring the Supplies to the destination and shall be obligated to file the insurance claim(s) should there be an~ loss in transit. If Supplies are lost in transit, Customer's payment obligations to Abbott shall commence thirty (30) days after the Supplies are received in usable condition by Cuslomer. Abbott will assist Customer In optimizing shipping options to maximize benefit to Customer of the Abbott Shipping Program, Fo~ orders tlilat will incur shipping and handling charges, Abbott will. upon request of C"clom~r al the Ume of order. describe to Customer shipping ClOd hoodling cost ,options for tho putp'osc of minimizing impact of shipping costs to Customer. Additionally. Customer may, based on annual gross dollar sales to each of Customer's ship-Io accouflt number, qualify, on an account-number basis, for Abbott's no-charge shipping program (the 'Shipping Program"). Abbott reserves the right to review gross dollar sales quarterly and adjust the category level accordingly, The Shipping Program applies to Supplies shipments only and covers costs associated with standard shipping. Customer shall be responsible for any costs associated with expedited or priority shipping, Customers enrolled in the Shipping Program will not be invoiced a shipping and handling charge unless Customer deviates from the Shippifl(l Prooram requirements, (6.3) Product Fill Rates: Confirmation and Delivery Times, Abbott agrees to provide Product fill rates to Customer of alleast ninety seven percent (97%). each calculated as line items filled complete divided by line items ordered, first trUCk, in no event later than ten (10) days from the date of order. with the exceptions of Equipment orders and standing orders. Equipment orders and standing orders shall be deli\lered on the date agreecl to between Abbott and Customer. subject to Section 6,1 above, Abbott's breach of this Section 6.3 shall constitute a material breach of this Agreement. Notwithstanding the loregoing. ~II rate requirements. will be waived for a period of six (6) months from the date of FDA approval for o"w Products. (6.4) Failure to Supply: Ifl the event of Abbott's failure to perform its supply obligations in accordance with the lerms of this Section 6:

(1) Customer may purchase products equivalent to the Supplies from other sources and Abbott will be liable to Customer for all reasonable direct costs incurred by Customer in excess of Ihe prices listed in the Price Exhibit associated with purchasing an altem4ltive product or utilizing third-party testing. Including additional costs related to sample transportation or product integration as described il'l Abbott's Loyalt~ Program: and (2) any Customer purchascG from an :lltematil/e $ource will not affect Cuotomcr's pricing (c.g" purchases from an alternative source will be considered contracted sales for purpc>ses of calculating Customer's compliance) for the duration of the failure to supply, plus ninety (90) days.

(6,5) Product Condition. Unless otherwise stated in the Pricing Exhibit or quotation or unless agreed upon by Customer in connection with Products It may order, all Products will be new.

7. PRODUCT I ORDER ISSUES. (7,1) Customer Service Hotline. Customer shall direct all questions: issues regarding problems wilh any Product's performance. order. shipment or delivery to Abbott Customer Service at 1-877-422-2688. Abbott shall evaluate each Situation as presented, (7, '2) Return I Recall of Products. Customer, in addition to and nol in limitation of any other rights and remedies. shall have the right to return Produ .. ts to Abbott, in accordance with Abbott's return goods policy, In the case of a recall. notwithslanding anything in Abbott·s return go()ds policy to the contrary. (i) Abbott will not charge restocking fees, or return Shipping costs. and (ii) any limitation on liability contained in Abbott's return goods policy is null and void ..

B. PAYMENT TERMS. Payment terms are 2% 10 Net thirty (30) days. Pasl due balances are subject to a servjce charge of ollie and one-half percent (1 v,%) per month or the I1lgnest rate allowed by law. whichever is lower, Abbott shall ship all goods under tIlis Agreement wltl1 snlp~mg Charges prepaid and added to each inVOice. Customer assumes title and risk of loss to such goods, excluding Covered Equipment, when goods are deliv~red into custody of the carrier, Any Purchase Order Number (set forth above) shall only be used for Covere'd EqIJipment shipment charges, Unless ClJs.lo~er is fully Ilxemr' from all IMes, Customer is required to pay all federal, state and local taxes Ihat may be imposed on the use, possession, ownership, rclntal or lease 01 Equipment. Abbott shall add any such applicable taxes to the invoic,e. Customer shall reimburse Abbott lor any such taxes paid by Abbott. If Custorner is tax·exempt, Customer must provide Abbult wilh a copy of ils tax-exempt certification.

9. DISCOUNT DIS'CLOSURE. An.y discounts, rebates or other prjce reductions (collectively referred to herein as 'discounts') issued by Abbott to Customer cons~tute a discount under applicable law (4? lISe § 1320a-7h(h)(:l)(A» Ahhotf will provide detail pertaining ID such discounts "rld the allocation of total net purchase dollars for Abbott Equipment. Service. Product and miscellaneous purchases. as applicable, Customer may have an obligation to report such discounts to any State or Federal program that provides reimbursement to Customer for 1he items to which the discount applies_ and, if so, Customer shan lully and accurately repoil such discounts, Funher. Customer shall retain invoices and other price documentation and maKe them available to Federal or State officials upon reques\'

10. use OF PRODUCT. Customer sh~11 not: <a) resell or di.tribute aflY Produ<:t~ purchased unde,r thi$ Agreement to any third party: (b) USQ Products P(lct thoir expiration date; or (c) use any Products in any manner inconsistent With its intended use. The Products purchased hereunder are intended to be purchased for each Customer's ·own use" within the meaning of the Nonprofit Institutions Act as interpreted by the U,S, Supreme Court in Abbott Laboratories v, Portland Retail Drllggist Association, Inc" 425 U.::;, 1 (1I1iti), ano fOllOWing cases, It Gustomer falls to comply With this restriction, Abbott may terminate this Agreement pursuantto Section 11.2.

11. TERMINATION,

(11.1) For Unc.ured Material Breach. Either party may terminate this Agreement in the event of a Malerial Breach (as defined below) by the other party that. if possible to cure. remains uncured sixty (60) days after written notice specifying Ihe breach is given by the non· breaching party to thp. hrear.hing party A 'Material Breach" is defined as: (a) the failure of a party to lully comply with and perform any and an terms and conditions of this Agreement: (b) the making of assignment for the benefit of creditors by a party: (c) the inslitution of bankruptcy, reorganization,llqulda~on or receivership proceediflgs by or against a party: or (d) insolverlcy or a pally, (11,2) For Unauthorized Use of Product. Notwithstanding anything to the contrary of this Agreement, if Customer breaches Section 10 of this Agreement, Abbntt may terminate this Agreement immediately upon written notice to Customer. (11,3) For Convenience. Either party may terminate this Agreement at any time upon ninety (90) days' written notice to the other party, II CUSlomer is renting Abbott Equipment. and Customer terminales this Agreement pursuant to this paragraph prior 10 the expiration of the Contract Term, Customer shall be required to pay Abbott a reimbursement ree ror costs as~ociattld with the inlUal operator training on Abbott EqUipment. costs thai AbbOtt incurreO on Derlall or Customer at the time of Abboll Equipment installaUon. and costs aSSOCiated with Abbott Equipment recertification (collectively reJerred to as "Equipment Recovery Fee") that were not recouped by Abbott during the Contract Term, Cu.stomer's EQuipment Recovery Fee shall be filty percent (50%) of the then­current publiShed list price of the Abbott Equipment. If equipment is Cuslomer Owned, and Customer terminates this Agreement pursuant to this paragraph prior to the expiration of the Contract Term, Customer shall be required to pay a termination fee ("Termination Fee'), The parties agree that the Equipment Recovery Fee and the Termination F-ee repre~ent reasonable compensation to Abbott ror its losses and expenses resulting Itom Custorner's e<'uly t"."';fl"tiufl vI this Agreement. and not a penalty.

12. FORCE MAJEURE. I=){cept FlS p.xprp.ssly "tated In this Agreement. neither party sh'lll he Ii::lhle for any railL.re to perform Mreunder (other th .. n the payment or money) due to labor strikes, lockouts. war, terrorist acts, epidemics, fires, fioods, natural disasters. water damage, riots, go\lernment acts or orders, interruption of transportation. inability to obtain malerials upon reasooable prices or terms. or any other causes beyond its control. '

13. NOTICES. Notices regarding this Agreemeflt shall be given by First-Class Mail, postage prepaid, by Certified Mail. reillm receipt requested. by reputable overnight carrier. or via e·mail at the appropriate address listed on the top page of this Agreeme'n\.

14. UNAVAILABLE PRODUCT5, Abboll reserves the right to oiscontinue and oelele l'ro<;lucts Irom tilis AyreeTtl"flt fur bona-fide business reasons WIlR ninety (90) days' prior written notice to Customer. Products that are temporarily or permanently withdrawn from the market, discontin~d or otherwise not available in the Quantities ordered shall be considered "Unavailattle Products." Abbott reserves the right to discontinue any manufacturing. ~istributin\l, marketing or selling any Product or allocate supply of a Product in the event of shortage, and none of these acUons will constitute a breach tIIy Abbott under this Agreement. If reasonably acc&ptable subsUMe Abbott products are a .... ailable. Unal/ailable Products will be replaced with such mutually acceptable Abbott products. If the net price for the replacement products is higher thDn the price of Iho Unavailable Product!!. (exclusive of any inCluded rental or service fee) then Custome!' "n<;l Abbott snail mutually agree on reasonable prices for the replacement products. If an Unavailable Product is allocated Cue to a shortage or is temporarily

MaSler Agreement - Page 2 of 5

MASTER AGREEMENT - NOVATION ABBOTT LABORATORIES INC .• D-943, CP1-4, 100 ABBOTT PARK ROAD, AB~OTT PARK, ILLINOIS 60064-6095

unavailable and a replacemel1t is not available from Abbott or is deemed unacceptable by Customer, Customer may purch6se such replacement product from an alternate sour-ce. '

15. WARRANTY. Abbott warrants and represents Illat Producls andlor Covered Equipmenl delivered to carrier for shipment tp Custome.r. or delivered directly to Customer, will at the time of such delivery: (a) conform to published specifications set forth in the applicable Abbotl package il1sert(s) for such Product and/or Covered Equipment: (b) not be adulterated or misbranded within the meaning of the U.S. Food, Drug, and Cosmetic Act: jc) b·e of good quality and free from defects in materials and worKmanship; and (d) are. if required, approved andlor cleared for marketing, and will nol be diStributed, sold, leased or priced by Abbott in violation of any federal, state or local law. After delivery, Products are warranted as described In the applicabre package insert or operator manual. Exoept as to warranty specifically set forth in thi3 Section 15, the only other warranties made by Abbolt wilh respoct to Products and/or Covered Equipment EIre those specifically and expressly stated as warranties in the Product's package insert specifications and the Covered Equipment's operations manuals and those contained in any Service Package purchased by Customer, ABBOTT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER. No warranty provided by Abbott will apply to any Product and/or item of Covered Equipment if: (a) such Product or Covered Equipment has been misused, altered, damaged or used other than in accordance with the apJ)licable package Insert and/or operatrons manual for such Product arldlor Covered Equipment (including the substitution of any reagent not authorized by Abbott) so as to affect its stability or reliability: (bo) the serial or 101 liumber of any Product andlor item of Covered Equipment has been altered, defaced, or removed; or (c) if any serviCing was performed or repair was attempted by personnel not authorized by Abbott to perfOml such serviclOg or repair. Without limiting any Service PaCKage purChased by Customer, if any Product or Covered EqUipment does not comply with the warranty set lorth in this paragraph, Abbott shall, upon mutual agreement with Customer, repair or replace the applicable Product or item of Covered Equipment at no additional expense to Customer. Abbott shall bear all costs of returning and replaced such Products, as well as risk of loss or damage to such Products from and .after the time they leave the physical possession of Customer. Abbott shall provide Equipment for capital purchase with a 1-year instrumelit warranty. During tile warranty period, Service will be provided (M-F, 6:30 am - 5 pm Local Time, excluding holidays) at no additional charge to Customer and Cuslomer will determine whether the service response may be postponed until the following business day. Customer may elect to purchase additional service at prices set forth in the Novation pricing schedule. The w;;lrranties contained in this p;;lragraph shall survive any inspection. delivery, acceptance or payment by Customer, This para9raph and the obligations contained herein shall survive the expiration or e$rlier termination of this Agreement. The remedies set forth in this paragraph are in addition to, and not a limitation on, any other rights or remedies that may be available against Abbott.

16. DISCLAIMER. Customer assumes all risk for the suitability of the test results obtained by using any item of Covered Equipment andlor Product(s} hereunder aM· tne consequences whiCh now tnerefrom when any such item of Covered Equipment andlor Product(s} is used other than in accordance with the applIcable Abbott package insert or operations manual for such ilem of Covered Equipmenl or PrOduct(s) so as to affeci its stability or reliability, and Is used either: (a) alona; or (b) in combination with other articles. substances or reagents (or any combination thereof) not provided or recommended by Abbott for use with such item of Covered Equipment or Product(s). IN NO EVENT SHALL EITHER ABBOTT OR, EXCEPT AS EXPRESSLY STATED HEREIN. CUSTOMER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES OR LOSSES OF ANY NATURE WHATSOEVER (INCLUDING WITHOUT LIMITATION. LOST REVENUE, LOST PROFITS, OR LOST BUSINESS) ARISING OUT OF THIS AGREEMENT OR THE USE OF COVERED EQUIPMENT OR PRODUCTS OR ABBOTT'S FAILURE TO SUPPLY COVERED EQUIPMENT OR PRODUCTS HEREUNDER

17.ASStGNMENT. Customer may nell a.sign or transler this Agreement andlor any Abbott Equipment withOlJt Abbott's prior written consent. 18. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the state of Illinois, excluding choice of law provisions. 19, ABBOTT EQUIPMENT.

(19./) Placement of Abbott Equipment. Customer shall use the Abbott Equipment only at the address specified il1 this Agreement as the 'Shipping Address," and st'kall not remove, tralisfer, or alter the Abbott Equipment including removal of labels, symbols and serial numbers without Abbott's prior written consent. (19.2) Certification. If Abbott Equipment rental and/or Customer Equipment Service Commitment are added to and inc()rporated into Product prices. Cu~tomer acknowledges by signing and (lICCepling this Agreement, th3t prior to the e><ecution Of lt1i$ Agroement. Abbott offorod to scll Products, Service Packages andlor sell or rent applicable equipment to Customer separately, and that Customer has declined all such offers, and accepted instead the terms of this Agreement as written. (19.3) Title to the Abbott Equipment.

(1) Abbott is the owner of, and retains title to the Abbott Equipment, and at its discretion, Abbott has the right to replaceJexchange the Abbott Equipment. except to the extent of eql.Jipment p\llchs$Cs made pursuant to Section 19.3.4 below or under any other equipment PUf(;haSe conditions of this Agreement. Section 19 shall terminate automatically wilh respect to any Such Abbott Equipment if and when Customer purchases such Abbott Equipment. (2) Customer shall not pe rmit or suffer any attachment, encumbrance, lien, or security interest to be filed agaln5t the Abbott Equipment. Customer shall promptty notify Abbott if any of the foregoing is flied or claimed. and shall indemnify Abbott for any loss or damage, including reasonable attorneys' lees, resulting from any of the foregoing. (3) Customer authorizes Abbott to file uee financing statemenl(S) describing any Abbott Equipment provided to Customer under this Agreement, including any replacements, s~b$titu lions, and/or amendment(s) of or 10 $uch financing stale mentes) that Abbott reasonably deems necessary to its interest in the Abbott Eq~ipmenl. (4) Customer may request to purchase the Abbott Equipment from Abbott at any time during the Contract Term, and Abbott shall establisl1lerms and conditions 01 such sale at tile Urne oof Customer's request. If Custoll1",r purchase,; Abboll Equipment, Illis AyJ~efJItlrJt wilt lerminal" sOIt!ly as to such purchased Abbott Equipment.

(19.4) Risk of loss to Abbott Equipme-nt. UPOIi Customer takin", delivery of the Abbott Equipment, Customer shall be responsible to Ahhott for <'I1I1J)s~ or damage, Including loss or damage relating to force majeure events, but e)(cluding loss or damage caused by defective Abbott Equipment or parts, defective Products or improper repair or service performed by an Abbot! authorized service provider ("Excluded Losses"). Customer shall maintain insurance in an amount suMclent to cover the Abbotl EquiprJIC:Jlt and shall provide evidem;t! uf su<.;l! (;l)vt!r~yt! upun AtJbqU's request. In the case of less or damage occurring for reasons other than Excluded losses, all costs associated with restoring the Abbott Equipment to pre-existing operalional status shall be charged to Customer at Abbott's then-current time and materials rates. If Abbott determines that the damaged Abbott Equipment cannot be repaired economically, Customer shall promptly pay Abbott the then-current catalog trade price for Such Abbott Equipment less depreCiation baSed on a ten (10) year straight.line basis (pro rated monthly) and Abbott shall provide Customer with replacement Abbott Equipmeflt, which at Abbott's discre-tion shall be new or refurbished. loss or damage to Abbott Equipment shEll1 hElve no force or affect upon Cu'stomcr's Purchase Commitment. (19_5) EQUIPMENT RETURN_ Upon termination or expiration of this A~reement for any reason, except for Customer taking title to Abbott Equipment, Customer shall: (a) carefully pack and retum the Abbott Equipment to Abbott, freight and insurance prepaid, in good condition and in working order, ordinary wear and tear excepted; or (b) permit Abbott or lIS agent to enter Customer's faCility and remove the Abbott Equipment a\ Customer's expeflse. Abbott shall provide Customer with relevant instructions including the destination and address for the return.

20_ UPGRADES AND SOFTWARE i

(20_1) Upgrades generally_ Upon mutually agreeable terms. and conditions, At-bott Equipment may be upgrade,d to the~test technology. Customer will be given 811 uP9rades to ccquircd $ollw"'e, including any software components of Equipment, from the date of issuance of the urchaso or Icase order through the expiration of the Warranty Period, including penalty extenSions, and thereafter during the term of any service agreement, a no additional charge to Customer. Arrangements will be made to install all software upgrades within one (1) month or as mutually agreed between Abbott and ustomer. (20.2) Customizatlon Software. PriCing relating to the customization of software and additional charges that th Customer will incur for annual maintenance. training, documentation, backup, etc. is attached in the pricing Exhibit. I

(20_3) Operational Software. Abbott shell include the form of softw;;lre licen~ure /lgreemen!~ tlVllilable to the customers~' s part of .!Iny quote requested by a Customer. Abbott will license all software necessary to operate the Equipmelit, unle~s otherwise provided in any Ex ibit hereto, to the Customer upon acceptance of the Equipment pursuant to Section 2.2. above. Abbott will provide to the Customer all new operational s ftware that prOVides no additional functionattty, at no additionat charge. Abbott will install new software within one (1) month of release of software or as m tually agreed between Abbott and Customer.

Master Agreement - Page 3 of 5

MASTER AGREEMENT· NOVATION' ABson LABORATORIES INC., D-943, CPl-4, 100 ABBOTT PARK ROAD, AB~On PARK,ILLINOIS 60064-6095

(20.4) Diagnostic Software. Abbott will provide all software necessary to troubleshoot and maintain the Equipment to thel Customer at no additional charge. For purposes of clarification, unless otherwise stated ill Abbott's description or specifications of Equipment, operational a~d diagnostic software required lor operation, maintenance cnd troubleshooting cf Equipment is included and Integrated with the Equipment. Training for the

tu6El 01 diagnostiC software will be

included in the operator trainiilg. Abbott's telephone support will also include assistance in diagnostic software operation. Di gnostic software upgrades will be offered by Abbott at no additional Charge to the Customer for the life Of the Equipment. Abbott will provide software upda es to the Customer within one (1) month of release of software or as mutually agreed between Abbott and Customer. (20.5) Data Conven;ionllnterfaces, Abbott shall make interface speCifications available upon request of Customer.

21, EQUIPMENT SERVICe COVI!RAGE. Tilt! aUacIJed Selvice Exhibit provicles <l descriplion of Abbott's generally available Service Pacl<"ges, some of which may not be available in Customer's geographical location, The attached Price Exhibit sets forth the Service Package, if anty, that Cu stomer purchased under this Agreement for Covered Equipment. Customer ma., cancel any Service Package related to Customer-owned Equipment, without cause or penalty, upon thirty (30) days' prior written notice to Abbott. In the ellent of such cancellatioil, Abbott will reimburse Customer for a pro rata portion of any payments made pursuant to such service agreement, provided that Abbott will separate costs for preve(ltive maintenance and repair for the purpose of allocating expenses. Abbott will be required to leave the Equipment in certifiable condition as determined by Customer. Abbott mey cencel ~elVl¢e agreement up-on sixty (60) days' prior written notice to Customer. If Customer cancels the service agreement, Abbott will use commercially reasonable efforts to deliver on-sile service within three (3) bUSiness days of Customer's service request on a time aild material basis. Cancellation of the service agreement will not affect AbboU's quality of support nor result in other penalties if Customer elecls to use Abbott for time and materials repairs, perfonm the work in-h$use or obtain service from others. For purposes of clarification, service agreements are not mandatory for Customers purchasing hereunder. (21.1) Abbott Respon5ibility, Abbott gu.arantees a response lime not to exceed one (1) hour for phone calls during local business hours. (6:00 a.m. - G:OO p.m.), two (2) hours for phone calls after local business hours. with requests for on-site emergency repairs, and for requests for on-site warranty, contract or time and materialS service calls as described for various service level packages, or as mutually agreed between Customer and Abbott in a service agreement. If Customer is not party to a service agreement with Abbott, Abbott will use commercially reasonable efforts to deliver on-site service within three (3) business days of Customer's request. Specifically, an Abbott Service Representative will be available as described in the Service Exhibit to respond to Customer's questions, mal<e on-site calls and provide specifIcally scheduled maintenanca. Unless othelWise set forth elsewhere in this Agreement or Exhibits, Abbott·s routlne ·Services" (including replacement parts) forming the "Service Coverage" are included in Customer's total Service Package price. Other Services (or services and parts provided outside of Service Coverage and not appearing in the Service Package Description) may be subject to an additional charge. (21,2) Customer Responsibility_

(1) Under this Agreement, Customer remains responsible for properly operating, maintaining and protecting all COIJered EqUipment as more fully set lOl1h in the operations manual. The reliability end accurecy of the Covered Equipment cen be .. flected by a variety of fllctor~ ~nd it i3 important that Customer carefully read. understand and follow the instructions contained in the operations manual, reagent package insert andlor any other information provided by Abbott. Failure to operate, maintain and/or protect the Covered Equipment may result in damage and adversely affect its reliability and accuracy. Covered Equipment damage and tepair arising out of Customer's negligence or misconduct in failing to properly follow Jnstructions and warnings contained in the operations manual, package inserts, Customer communications, etc. is Customer's responsibility and may result in the voiding Of any existing warranties and, in Abbott's discretion, early termination of this Agreement. (2) Unless otherwise set rorth in this Agreement, the following items required to repair or maintain Covered Equipment are not covered under this Agreement, and Customer shall be responsible for their purchase and proper use: (a) Abbott products, including tests, as well as other consumables (such as printer paper, batteries, photometric lamps, probes, cuveltes, or any item identified in the operations manual as consumable supplies): (b) disposables; and (c) components and accessories (including any Item identifted as part of an accessory kit or Customer maintenance kit, but not including the Preventative Maintenanco kit). Site visits made by an Abbott Service Repreeentative at Customer'\: reque$t, whioh (lro ouloide- tho ocopc of the Agreement, are not part of Cus.tomer's Service Coverage and will be furnished subject to an additional charge at AbboU's then-current time and materials rates. (3) Preventive Maintenance. Abbott will perform preventive maintenance according to Ihe manufacturer's ~ecommendations and as mutually agreed between Customer and Abbott in the service agreement. Abbott will furnish to the Customer a written procedur •. including the number of tests that will be run to confirm proper operation of the insirument, that will be followed by Abbott's representative during thOll prelliintiv9 maintenilnce precess. Reasonable additional testing will be performed by Abbott at no additional charge to the Customer. upon requesl, to meet the requirements of procedures developed by the Customer, so long as the policies were provided in advance for Abbott review. The frequency of preventive maintenance and tests performed will comply wrttl the manufacturer's recommendations, and will reasonably comply with reasonable external cOCles (e,g., state, JOInt Commission, etc.), and internal pOlicies developed by the Customer, upon mutual agreement between Customer and Abbott.

(21.3) Equipment RIJlocliticm. Custom .. r shall provide AbboU with prior written notice at le"5t ten (10) days in advance of meving afld r .. localing the Covered Equipment from its Installed site; Abbott may provide field servIce Sllpport for de-Installation and re-installation 01 Covered Equipment related to relocation, and may charge a fee for such services ·on a time and materials basis accordiilg to Abbott's then-current rates, Improper moving may damage the integrity of the Covered Equipment and, as such, any such damage arosing from unilateral relocation of Covere<l EqUipment by Customer may, in AbboU's discretion, terminate any existing warranties and Service Coverage on this Agreement except for any outstanding obligations due and ol'oling. (21.4) Equlpm-ent Se-rvlcII Warranty .. The Customer Equipment wOlrranty period is staled on the attached Price Exhibit. Abbott Warr:olnt$ and repr'asen!" that service furnished under this Agreement will be perfomned in a professional and workmanlike maImer consistent with industry standards_ As Customer's sole and exclusive remedy. Abbott Will, at no cost to Customer, reperform any such services not in conformance with the foregoing warranty that are broughtlO Abbott's attention within thirty (30) days after the services are prOVided. (21 5) Replacement Parts, Replacemeilt parts supplied by Abbott at any time, whether during or after the Warranty PeriOJ:j or the term of any service agreement. Will be newly milnufilctur'9d part$ or as;semblies, unless C ustemer agr8{jS othelWise. In the case where new pa.- are not .wililabl'9, thOll service representative may install rebuilt parts in order to make the unit operational. In the event newly manufactured parts become available within thirty (30) days of service, upon request by Customer, the rebuilt parts must be replaced with the newly manufactured parts. Customer may re~ain parts removed from Customer­owned Equipment and all parts that are not ellglole tor or are 110t returneo by Customer tor Abbott creclll Will remain the property of Customer. In all cases where Abbott is permitted to charge Customer for parts, Abbott will replace and charge only for parts necessary to bring the Equipment to operating condition. Abbott will warrant "'placement parts and labor associated with such replacement parts for ninety (90) days. or the period of time set forth in Abbott's standari1 warranty, whichever is longer.

22. UP-TIME GUARANTEE. During the Warranty Period. and the term of any service agreement, Abbott guarantees that the Equipment will be operational (capable of producing clinical test results) and will maintain a level of uptime equal to or betler than 98% for the covered business hours according to the service agreement. excluding planned maintenance (i.e .. preventative maintenance or system upgrades). Equipment is considered to be "up' when it can generate reportabla results or funcUon io the way for which it is intended and is based on the annualized covered hours in the ilpplicable Equipment s9IVice agreement with Abbott. The measure divides the amount of unplanned downtime by the total covered time available to deril a percent (%) uptime, Equipment Is considered to be "down" when it can no longer generate reporlable results or function in the way for which it is inten ed. "Downtime' for each piece of Equipment covered by this Agreement means Ihe perlo.cJ of time dUring EqUipment'S normally scneOuled nours 01 ope ratio that any of Customer's authonzed users determine in good faith that the Eq~ipment is not performing due to any malfunction of the Equipment during the W rranty Period, and the term of any s .. rviC~ aore~meot Oowntim.e shall_begin at the. time ~ustomer calls Abbott's technical holline and Abbottdispatches a fiel repair person and will .. nd with the Abbott s servIce report entry IndIcating that the Issue IS closed and both Customer and Abbott In good f8lth mutually agre in writing that the malfunction has been corrected and that the Equipment is up. '

If at any time the Equipment becomes inoperable or down, Abbott will provide service as described in the applicabl~ warranty ("Warranty") or service agreement. In addition, if the Equipment is down for greater than twenty·four (24) continuolJs hours, Abbott win be liable tcj Customer for all reasonable direct oosts incurred by CU$tom"r in excess of the Prodllct prices associat'1'd with purchasing .. n ;llternative product or utilizing third-pOlity testing, including additional costs related to sample transportation or product integration to obtain reportable results as described in Abbott's Loyalty Program. If Abbott fails to satisfy the up-time guarantee stated above for the Equipment in a given calendar year .. Abbott shall extend Customer's Equipment W~rranlY Period or extend Customer's Service agreement term at no additional charge by one (1) adoitjonal week for eaCh one-percent (1%) below the up-time ~uarantee, not to exceed more than four (4) additional weeks. Abbott must verify the failure to meet the up-lime guarantee aHer being notified of such failurE! by Customer. If such Warranty or

Master Agreement - Page ~ of 5

MASTER AGREEMENT· NOVATION ABsan LABORATORIES INC., D-943, CP1-4, 100 Asson PARK ROAD, A8~OTT PARK, ILLINOIS 60064-6095

service agreement extension period exceeds four (4), weeks, and Customer has made best efforts to comply with Abbo~'s reasonable recommendations to resolve downtime issues, Customer may request full rej>lacement of Equipment or to return the affecte·d Equipment for full r~fundlcredil.

23.CUSTOMER SERVICES. Al)l)ott 1'1111 cause Abbott·s sales representatives am:! agents (0 use commercl.ally reasonable etlons to comply wlln Customers policies relating to access to facilities and personnel (to the extent such policies are communicated in writing to Abbott, which may include clear and conspicuous posting of such policies in Customer's facilities) and, if applicable, service calls by service representatives, to satisfy the needs of Customer. Abbott will prompUy respond to Customer's wrillen requests for verification of purchase andlor rental history as related to this Agreement.

24. DOCUMENT MODIFICATIONS. Any modificati()n to this Agreement made by Customer including, but nollimited to, handwritten changes whether on this document or a Price Exhibit, an Addendum or an Amendment, shall constitute a counteroffer by Customer to Abbott. Abbott reserves the right to a<:cept, reject or make a counteroffer with altemative language. Abbott shall use commercially reasonable efforts to reach an agreemerll with Customer on any reasonable modifications requested in its r.O(mtp.roffer.

25. COUNTERPARTS. ThiS Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall ccnstitute one and the same agreement. Each party acknowledges thaI an original signature or a legible copy thereof transmitted electronically in a portable document format (PDF) shall constitute an original signature for purposes of this Agreement.

2S.ENTIRE AGREEMENT. This Agreement, all its Exhibit(s), and Amendments and all other items specifically incorporated herein by reference, represent the entire under5tanding between Custon1er ,md Abbott with respect to the subject matter cont .. ineu wililin the AgHl'ernenl ami supersedes all pliur ag'~~rm""l:; conceming the same. (26.1) Orders or requests received for Products, Service andler Equipment are, "ubject to acceptance by Abbett's corporate office at Abbott Park, Illinois, All terms and conditions contained in allY form issued by Customer shall be null and void and entirely superseded by the terms and conditions of this Agreement. unless specifically accepted ifl writing by Abbott.

AGREED TO AND ACCEPTED THIS:

CUSTOMER:

........... ,.,er.!nte~ .. N~!:!1~~_._ .__ __ .... _._.... ................. __._

......... !i.II~_

Approved 28 to Form DAV!D \lVOOTFN

ABBOTT LABORATORIES INC.

................ !i11 .... : .....

MaSler Agreement - Page 5 of 5

MEMBER AGREEMENT

MEMBER AGREEMENT - ADDENDUM· NOVATION . ABBOTT LABORATORIES INC., D·943, CP1-4, 100 ABBOTT PARK ROAD, Asion PARK, ILLINOIS 60064·6095

i The below lal>le defines Abbott's available Sel'liee Package Producls. Refer to the Price Exhibit for identification of SelViee pa4kage Products for Covered Equipment. Unless otherwise stated, Ihe components of the Service Package Prooucts described below are provided during thj;, time covered bl' Customer'l> selVice coverage hours identified in Price Exhibit ("On· Site Coverage Hours").

SERVICE PACKAGE PRODUCT DESCRIPTIONS ! PERFORMANCE I PERFORMANCE

PLUS

TELEPHONE SUPPORT .................... ~ .... ~.~~~ ..... ~ ... m.~: ... : .. m ............. : .. ~ ...... =_~~:: ......................... ____ ,-__ ~ __ --~Jy~.~:~S;~~.'.~~.!: .. !~.~~~t,1.?~ .. ~~~!'P~~T: z.4.:.~~.~r! .. ~:~~¥~.0v~~~.\!!I.J~.~.~~~2.2 ...... 2 .... 6 .... & .... l! ................................... __ ;. ______ ._. ____ ....... + ............................ _ ....... . SMARTPATH: Intelligent telephone system recognizes and routes Customer directly to the

.. ~.~~I.~.f'~.~a le I ~~~~.~'=.:. ___ _ ... ~~~!~!:T~~~ri~ritx .~~I.~p.~.?~.~.~.~.I1 ... ~~.~ling .pla(;ing~LJs.t(;)Il1e.~~~ .. fr(;)~t.ofth~lelefJl1.0nt:l.':1~e~~: .. CUSTOMIZED ORDER OPTIMIZATION: Routine consulting and analysis on order history and use

.. I~ O~!I~i~~ .. i~.~.7ntory co~.t.r?I.: ............ ____ .......................................................................................................... ______ ........................................... ___ L __________ ................. ..

FIELD SUPPORT ............... --.------

ON.SITE SERVICE: Field selVice engineer dispatChed to Customer location to perform on-site Included

.. ~~rvice. <2~~~~~i~ .. c.lu.?:~~~!d service. .. :.~~.i.~.~.:.~:.~.I~ .~(;)r. ... ~.~.d ... ~~.~.~.:.1 -----~--- ... 1 SCHEDULED RESPONSE: On .. sile service will be scheduled 10 arrive two (2) covered service days Included

!r?~ reque~!: ................ ____ . __ ...... .. ..... _ .............................. _... .. ............................... ..

Included :

...... -..1

---1 Included

PERFORMANCE PREMIUM

InClulleo

Included

Included

Included

Included

NEXT DAY RESPONSE: Next covered business day on·site response on requests made within the On·Slte Cover.,ge H <JU(S of U1e previOU:l-_ ... _ .... __ ..... - .--................... _ .. _.... ...-.. . ........... : ......................... --................................ -----.................................................. ---- ..... .

Available OP!iO;:;-j· .. ··· .. - Included

1

SAME DAY RESPO NSE: Same day on·site response on requests made three (3) hOllrs before the end of a day covered by On-Site Coverage Hours. For service rcqUESI3 recsivad with Iss3 than three (3) hours remaining in a day covered by On·Site Coverage Hours, on-site service response is

... ~.c::~~.'1.~~~!or th~ .~.~~! .. ~?.Y.!l:~~~~X !?!lg~i~Qt~~r~~:iE!~f~~~~.r~quest._ ..... ...... ....... .... ... .. .... J ___ ................................ _ .. _ ..... .. BUSIN.~~~~O~~.~?Y.~~AG~_:~~~9~X: Frida~. 8:30A~ ... ::- 5:00P .. t.oI,~:~u.~i~~.~9.li.~~y:~ __ ....... _. Included 1 Included ' Included

.... ~_~T.~t:I.~_I§..'? WEE~'?~.~.~.?y§~~~.§~fII1~.~~~.¥..:~r.id~y :..8:.3.~ .. ~!"I.::- .1.1:CJE .. ~.~:.~~:I~ .. ~.!~.~.~o.~days~.... Av~ii~bI;oPtio-n-j-A~;i~bl~ Option I ... '1~~lude;::i ... ~.~EN~~!? WEE~'=~ .. ~5?9Y~~~~~:~~!~~~~X~.SundaY. ~:.3~~M - 5:00 P~:.~!?!.~~!n.~ hOliday.~: .. ;·-A~~ii~bi~ opli~~'-r t Availa.b~: ... ~.~.t!~ .. ~_.~=~~!I~~Ie..oPlion. FULL-EXTENDED COVERAGE: Monday - Frl<lsy, 6:30 AM - 11:00 PM. Saturday a SundBY, 0:30 AM - 5:00 PM, excluding holidays. \ " .... __ ._~_._~"" .. __ ~ '.'M """ .... _. ___ ••• _._ •.••• ~.· •••• M

TOTAL 24 X 7 COVERAGE: 24 hour, 7 days/weak, including holidays. ••••••••••• w ••• j

! _ ........... ,... . .~-........ --.................... ". . ........ ,.~ .......... ~.-... -..... _ ... _..... ... - - --_. -------. ~-~.. . .. ........ - .. ------ hi 98% UPTIME GUARANTE E: Abbott guarantees Covered Equipment will be operational (meaning i able to produce accurate outputs) ninety·eight parcent (~R%) of On-Sit", Coverage Hours. eXcluding Preventative Maintenance time) in a year ..

••• _~~._._ •••• ~ .. __ ~_","' ... ' ••••• n ••• ___ .. _ •••••• _H._H.H .. " .. ~,. ""'''' .... " .. " ''""'' ,

MAINTENANCI!! AND REPAIR •. ____ .•.•.•• ""~"'." '" N",,,,,,,,,,_·. __ ·······.M. __ .M .... '''',,, .. ,,,

REPLACEMENT PARTS: Abbott will replace non·consumable parts that have failed due to damage

_o.r no~~I ... ~.~'.~.~~I~din9 t~~.s~ .. ? .. i~.~?.~:~.~ ... ~:'.~.':'.o. ... ~'eventative Maintena~~.... .... .. ____ ..... MANUFACTURER RECOMMENDED PREVENTATIVE MAINTENANCE (·PM'): Routine regularly scheduled maintenance activities to perform alignments and verifications to as!;ure the Covered Equipment meets the operational speCifications of the manufacturer. This service is performed

_~~~~a y t~~?~ .. !.:.~ .. ~~X~.~:.~.~ .. ~.~_::: ... ~:.~.~ ... ~~: ... :~~I.~?in.g holidays r~~:i~.~.~~.~? .. u.r.:.~): ___ ......................... . MANUFACTURER RECOMMENDED OPERATIONAL AND SAFETY IMPROVEMENTS: Required software andFor equipment upgrades Including Technical Service Bulletins, excl ucJing ,ntegration of

. ne"'.~.~~aX$: ......... ___ ... _ .. _. __ .. . ......... . PERIPHERALS: Periphera.ls are covered durill\} the manufacturer's warranty. where "Peripherals"

.. ~~~II.~~an a.':'.~~~~~'.!.~~tt)~ .. r~_~~~?~.'!:o.~.I.t?~ .. ~r.0vide.c'..~)'_~~O-~\~ith..t.~~.~?y'~reo Equ'p.~~~!:. LABORATORY SERVICES

•.• _ .... ___ ~ ...... "" ... , .• _. __ .. _ .. _._ ..... "''''''M .. ,,' ·_ .. ·." ................ ,,"" ________ ._ ...... M '.w ............... _. ____ .. " ........ w ... " ... .

STANDARD INSTRUMENT INTEGRATION: Comprehensive Covered Equipment integration support to configure neVi Covered Equipment and all products by perfomning verification studies ;jI~~ d8t8.~.~~y'~.i~.:. ___ .. m__ __ ... _ .... REMOTE DIAGNOSTIC CONNECTIVITY (AbboULinll): Event driven remote diagnostics 10 optimize ~Y..~~.!~ P!.~?~~,~~.:J.?.~~!.'. .. ~.~allabI9 r.m Sl.j~.~?_~.~,,~,~~~":.~.~~I~:-: In.~t.:lIIAliM of A.hhnUI ink rAr')llired )

REAL·TIME MONITORING (AbbottLink): Monitoring for critical analyzer errors that could reslJlt in loss of produclivlty and instrument failure. (Only available on suppcrt"d In~Ir(.lmonl$ - In.lallatlon of

.. ~~.~~.~~!<..r.e.~lIired:) .... _._......... . .mm __ •• _.. •• __. ...... •• m.. •••• •• ____ •• •

PROACTIVE DIAGNOSTIC MONITORING (Abboltlink)'. Laboratory speoific mOnitOring and analysis of instrument performance to optimize efficie·ncy and productivity. (Only available on supported inslrUm .. nt. -lnSlaliation 01 AbboliLink required.)

....... _- .......................... _ ...... --_._ ... _ ....................................................... ----ONLINE MANAGEMENT SERVICE REPORTS: Access 10 real·time reports to l11anaye the

.~?tir.r'~~~i.~n?~ .. s~=~utili~.!i~.~ ... ~.~.~ pe rform.~~c;:. ______ __ eQC: Online Ilematology quelity conlract. Electronic reporting and processing of peer group

~~r.r'~tol?~X.9.'!~~ty c.~~tr<:1 ~~~~: ... ~.?t .. ~.v.~!labl~'/~it~~~.:rald. CO'.1.S.??O'~.~1.)1.!?? plac:.rn~n.~~ .. SERVICE ACCOUNT EXECUTIVE: Single point of contact. assigned 10 Customer, to be available for consultation on general service and business needs.

Initial here ____ _

A,silablo Option Available Option ;

•••••••••••• ~.w~

Included

Av,"iI:;>ble Option

Included

" ... "" .. " ..... " ..................... w_ .. l_. ___ ... .

Included ........ --~-~.--- .... " ..

Included

Included Included

Included Included

Included Included

Included Included

i . ........... l

Included Included

InclUtled

Included

. ~ilable Option

Included

Included

Included

Included

Included

Included

Included

Included

Included

Included

Included

Included

SgrvlOG Addondum - f1sge 1 of 1

MASTER AGREEMENT - ADDENDUM· NOVATION • ABBOTT LABORATORIES INC .. D·943, CP1--4, 100 ABBOTT PARK ROAD, AB$On PARK, ILLINOIS 60064·6095

'Abbott Laboratories internat us,e only

Change to Section

(Internal R.t.,.nc. ID'):

1.

2.

3.

4.

Section 5 - PRICE ADJUSTMENTS/MODIFI CATIONS

Section 11.3-TERMINATION FOR CONVENIENCE

Section 18 - GoverninQ Law

Instrument Manager Service

Initial here ____ _

The referenced Section Is changed to:

This Section shall be changed to the following: "Beginning on the first Contract Anniversjary of the Agreement and on an annual basis thereafter, Abbott may increase Product prices by an. amount that shall no~ exceed the lesser of (i) fOllr percent (4.0%) and (ii) the then·current National Consumer Price Index - Medical ("CPljM'). Such price increases shall be effective the later of (i) the first day of such Renewal Term or (ii) sixty (60) days after'notice to Customers by Abbott."

Change the fourth sentence to the following: "If equipment is Customer Owned, and CU$tomer terminates· this Agreement pursuant to this paragraph prior to the expiration of the Contract Term, Customer shall be required to pay a termination fee ("Termination Fee") equal to the remaining Customer Product Commitment."

-Delete this Section in its e-ntirety.·

The following terms and condition, apply only 10 the service coverage on tl1o;: InsllurllEoll1 Mona!,l!:r (1M} System software. All other terms and conditions of this Agreement remain intact. Should conflict in terms and conditions exist, the below terms and conditions supersede those in the Master Agreement for service coveraQe 01 the 1M System.

EFFECTIVE DATE AND CONTRACT TERM

Instrument Manager System ("1M" System") service coverage becomes effective upon the verification of successful order and result message transmissions between Customer's host system, 1M System, and COvered Equipment and shall continue, unless othillwise specifled, for the Contract Term or unlillhe 1M System is no 10ngClr in a production environment, whichever occurs first. If additional functionality is added to Instrument Manager In the form of connections, user licenses or software modules, a new support agreement or a second addendum to this agreement must be created to adO coverage for the new lUnctionality. II payment 01 the software support services f~s lapse, a reinstatement fee inclusive of the associated costs to bring the system current shall be charged.

ABBOn RESPONSIBILITY - 1M SERVICE

1M System service coverage under this Master Agreement includes:

(1) access to Abbott's Customer Support Center ("CSC") for remote (induding telephone) support

(2) access to ongOing Instrument Manager software updates as released from Abbott

Please nole thaI installation, lraining "nd integration services are provided separate from this; agreement, as outlined in the Purchase Agreement and Product Specification.

ABBOTT FULLY TRAINED OPERATORS. In no event shalll\bbott be liable for any damages or lo",ses incurred in connection with or arising from the use of the information by persons not fully trained by Abbott. Support of any issue determined to be caLised by the customer or a 3rd party vendor's product or procedure Mt authoriz:ed by Abbott will be bllla!)le on a bme and matenals baSIS, incluaing lrave! time, at then·current rates.

ABBOTT SUPPORT SERVICES. Abbott will use commercially reasonable efforts to pr~vide technical support to diagnose and address Instrument Manager software related issues that (a) materially a~d adversely interfere with the customer's use of the InstrLlment Manager software, and (b) result from a failure of the Ihstrument Manager software to conform in any mate-riol respect 10 Ihe documentalion. Support selVice, do not include training of cu~toiller pen,urm"l, new interfaces, changes to LIS interfaces, or work ou~puts delivered during separately oontracted professional services.

ABBOTT SUPPORT DELIVERY. The primary means of providing technical and application support services is through remote aSSistance via the Abbott Customer Support Center (CSC). Services requests may be delayed should customers contact Abbott representatives direcUy instead of logging requests through the Abbott CSC.

SOFTWARE LlFECYCLE. Abbott provides suppor! soervices for the most current Instrument Manager software major release plus cme prior version. WhAn" nAW major releas ... of Instrument Manager software becomes aVllillible, Abbott will no longer commercially market the previous version. Abbott supports each major release for a minimum of two years unless otherwise stated. Abbott will give prior written notice when·a major release will no longer be supported .

• Major ·A major release is any version of licensed software that Abbott makes generallf avallable to Instrument Manager software support customers

• Minor· Minor releases will be evaluated for their applicability and impact severity and ~ny required subsequent actiolls by Abbett will be based on the results of that evaluation.

Abbott may release a new version of 1M as a mandatory update. In this scenario, Abbott local service organizations are responsible to ensure eacn customer is upgradp.rl In the newest ve-rsioll within a specili¢ lime·frame (13-12 monti'os). The customer is highly recommended to allow Abbott to implement the upgrade. Customer$ have the option to refuse the mandatory upgrade. In this case, Abbott will require Signature of relusalletter describing the consequences of refusal and accepting full responsibility. Alllloll will cOlllinue 10 support customers refusing the upgrade al a higher servIce rate (25% increase annually).

~Ur IWAHtO UPI)AII;;S. ::>oftware updates, and related customer documentation, will generally be made available to

Addendum - Page 1 of

MASTER AGREEMENT - ADDENDUM· NOVATION !

ABBOTT LABORATORIES INC., 0·943. CP1-4. 100 ABBOTT PARK ROAD, ABBpTT PARK, ILLINOIS 60064-6095

customers as part of this Master Agreement unless otherwise specified. Actuat frequenct, versloning, and release types may vary depending on Abbott release 01 the Instrument Manager soft-.... are. Due to the High volume and frequent occurrence of version releasel; by Data Innovations, nol aI/ palche-s or fixes may be mad~ Clllailaole to customers. The purchase of hardware or non·Abbott software (including upgrades to 3rd party software) teq\lired for software updates is the responsibility of the customer. Installation of software lIpdat~s. and related professio.,,,1 "''''Nir-as. if 'equired. will be charged on a time and material basis unless specified otherwise in the quotation.

Initial here ____ _

NEW MODULES, From time to timo, additional software modules may be offered for Instrument Manage r thnt providcs customers additional functionality beyond the current scope of what is installed. New mo~ules are priced separately, by module, and become available as a purchasable option with major releases, The implementation of a new module is subject to software license, installation, profeSSional services, and maintenance fees, and may require prerequisite Instrument Manager software release,

MIGRATION. Abbott may leverage newer technologies or add to existing technology to achieve better perfomnance. The result may be a distinctly different product and platform, The implementation of a migration is subject to software license, installation, professional services, and maintenance fCGs.

PROFESSIONAL SERVIC ES. Informatics Professional Services Offerings may include, but are not limited to: Auioverificaliull CUII~uItiIlY Servic~, Applicalioll OptimizatiulI, LauoHilory IT, Continuing lltluG<llioll amJ Go Live Planning and Support. Abbott consultants will deliver these services per a Consulting Engagement agreement between Abbott and the customer. Once the professional service is deployed, the scope of the support ullder this Master Agreement covers only the Instrument Manager software ancl its associated approved drivers for Ablilott Instruments.

CUSTOMER RESPONSIBILITY -1M SERVICE

ABBOTT LIAISON. The customer wm designate a customer employee (and an alternate employee in case the first is unavailabl,,) 10 act as a liai~on with Abbott's C ... stomGr Support CGot"r. ThG tiai,ons sho~ld be trained 10 handle basic functionalily, procedural questions and repetitive issues from users in their depertmerot$,

USER TRAtN ING. All users should be trained to detect lind fi><; minor issues within the d¢partment. Instrument Manager software and online Help documentation should be made available. If, after consulting these materials, users still encounter difficulties, they should request assistance from their primary cDntact or their ciesignateej internal escalation contact (IT Help Desk, System Administrator, Super User, etc),

SERVER SPECIFICATIONS. Customer agrees to provide servers for installation and operation of the 1M System as defined in Abbott Middleware Standard Hardware Specifications. Customer's IT department is responsible for monitoring the health of the 1M server (memory, space, resources, processors, etc.), planning for disaster recovery, and ensuring the 1M ~t:r\lt:r is upgraded (e,g, memory, HD spactl) wilerl il is no IUlIger uperatirl\l wilhin ",~(;epI1:ltJle limits 1<1 prever.t crClsh.

CONFI GURA TlON VALIDATION. After configuration and verifrcation of 1M System by Attlott, inilia lor otherwise, Customer must confirm tnat tne contlgufatlon meets the laooratory's '"tenced use ana cqmplete any necessary dccumentation. Data integrity or software functionality issues resulting from a Customercoofiguration change of 1M System $OftW,l'Iffl are tha responsihility I'll Iha Customer Abbott reserves thE! riOhl to \foid 1M SystP.m service cOllerage ShOUld Customer fail to notify Abbott and receive consent from Abbott lor changes to Ihe 1M System software.

DATABASE MAINTENANCE, Abbott is not rQSpon~ible for databa~e maintenance. All acti1litiell. rel"t<old to ~ystem maintenance, Including backup, archive and data Integrity are the responsibility 01 the customer, In addition, customers are not permi4ted to alter any database's schema in any manner unless explicitly directed to do so by Abbott's esc. Customers may use any S\litable. 3((1 party utilrty and program to read and analyze the content of production databases, however support of the utilities and programs must be provided by the 3rd party support organizations, Software support requirp:d to troubleshoot an error resulting from misuse or modific.ation of any r!Rtaha~",'s s('.hl!ma <)r downtime/performance issues caused by these tools will be performed at then'·currel1t rates plus reasonable travel and living expenses, including travel time.

CUSTOMER NElWORK I PERIPHERALS. Customer remains responsible for problems arising from the Customer's network or Customers peripheralS used to support network commlJnication (routers, hubS. Ethemet cables, etc.) and hardware purchased from vendor(s) other than Abbott.

NON·ABBOTT SOF1WARE. Customers are required to be live on any required 3rd party software and operalinQ system speCified in the Olpplicable Abbott. System Specification before installation of Instrument Nlanager. Updates to the 3rd party s~ftware are the responsibility of the customer. Customer is responsible for the installation and maintenance of Mti-virus softwaro and opcroting system patches. In no event shall Abbott be liable for I\ny dam~!ies or tosses incurred in connection with or arising from Customer Initiated software updates, InCluding LIS updlltes, This Agreement does not I;over software errors determined by Abbott 10 be caused by any misuse or modification Qf the softwOlre, disaster, power failures, network outages, viruses, and any other software not provided by Abbott.

Customers should inform Abbott's CSC 01 any major modifications that in any way may affect the Instrument Manager software, including, but nollimited to LIS upgrades, 3rd party products, interface engines, network modifications andlor system changes. If Customers clo not arrange for support from Abbott resources ahead of time and these modifications effect the Instrument Managcr 3()ftwaro, all relevant cxpenses Will be billed to tho customer.

NOTIFICATION OF PLANNED DOWNTIME, Customer must provide two (2) business days notice to Abbott on planned downtimtllo Customer's network. LIS, 1M Sy~le", ~""vo:,(~), 1M Sy~lt:rll wurkslatiun(s), hl>st5y~t",rn server(s), anCllyzers connected to 1M System. and any aSSOCiated peripherals that may be suspected to caus!! issue (e. g. routers, serial/Ethernet converters).

REMOTE ACCESS. Customer must allow Abbott remote access to the 1M System servet(s) and 1M System workstation(s). Abbott requires access to Customer systems and ''''N"r5 to monitor andior resolve reported i;;ueli, A connection via Abbott broadband or other secure means is required to enable Abbott's esc to remotely connect to customer sites. Remote capability should be tested and approved prior to a system going live for clinical use. Abbott will not oe resporoslble for any failure to perform Its obligations under tl1is service pOlicy that !lesults from customer's failure to provide access. In the event that an Abbott support professional is required on·site, internet access must be provided to connect to the Instrument Manager infrastructure.

Addendum to Service Exhibit

The below items define 1M System service coverage. Refer to the Price Exhibit for ident~caticn of SeNice Coverage

Addendum· Page 2 of 1

MASTER AGREEMENT - ADDENDUM· NOVATION I

Initial here ____ _

ABBOTT LABORATORIES INC, 0-943, CPH, 100 ABBOTT PARK ROAO, ABB~TT PARK, ILLINOIS 60064-6095 !

Options covered under this Agreement. Unless othelWise stated, the components of the ~ervice Package Product described below are provided during the Customer's service coverage hours identmed wi1hin Agreement ("Service coverage Hours-). :

1M SYSTEM SERVICE PACKAGE PRODUCT DESCRIPTION

1) Included: INSTALLATION, CONFIGURATION AND VERIFICATION of 1M System.

2) Included: LIVE TECHNICAL TELEPHONE SUPPORT Provided by Abbott Customer Support Center (eSC). To Initiate a service request call1-877·4ABBOn or 1-877-422-2688, when prompted select "Accelerator"

3) SFRVICE SYSTEM COVERAGE:

* Included: NON-EMERGENCY TELEPHONE - BUSINESS HOURS COVERAGE: Monday - Friday, 8:00 AM to 5:00 PM COT, excluding Federal holidays .

• Available Option: EMERGENCY TELEPHONE COVERAGE: 24 hours, 7 days per wee~, 365 days per year. An emergency request is available on any live In5trument Manager system where a portion Qf ~'Ystem h"~ become non­operatrve and is affecting critical laboratory function

4) Maintenance:

"Included: SOFTWARE VERSION RELEASE. Access to all required software versions upon their release, where versions Include patches, updates, enhancements, and upgrades .

• PERIPHERALS: Peripherals are covered during the manufacturer's warranty, where "Peripherals: shall mean any cables, device servers. printer, keyboard and I or monitor purchased flam Abbott with the 1M System.

Addondum - Page 3 01 1

MEMBER AGREEMENT

MEMBER AGREEMENT - ADDENDUM· NOVATION ij ABBOTT LABORATORIES INC, 0-943, CPI-4, 100 ABBOTT PARK ROAD, AB ,OTT PARK, ILLINOIS 60064-6095

The below tabole defines Abbott's available Service Package Products. Refer to the Price Exhibit for identification of Service Pa4kage Products for Covered Equipment. Unless otherwise stated, the components 01 the Service Package Products d."cribed below are provided during th, time covered b)' CU$\omer's service coverage hours identified in Price Exhibit ("On.Site Coverage Hours'). •

SERVICE PACKAGE PRODUCT DESCRIPTIONS I PIERFORMANCE 'PERfORMANCE

PLUS PERFORMANCE

PREMIUM

TELEPHON~ SUPPORT

~Jy~.~:~~~NI~~_L .. T~~.~.~.~.?~.~.~~~POR~!~.:~.?~r~ ... !..:~.~.~~~~:~ .. ~ .. J.~.~!.7:~2_::~~~~.: SMARTPATH: Intelligent telephone system recognizes and routes Customer directly to the

.. ~~~I~~~jale le.s?~.~c.~:..... .... ......__ ... _ ....

.... F.~.~!.~~T.~'=ri?r~t~I:I~p.~<:~_~.~~lIr?~ting plaC:ing~LJst?.f!:e:r..~~.f.r~n.~.~fthe !~~eph?ne .<1ue~e. CUSTOMIZED ORDER OPTIMIZATION: Routine consulting and analysis on order history and use

~9P!I~i.~~.i~y!!ntory co:'.!r.?I.

FIELD SUPPORT

Included

Included

Inclulled

Included

Included

Included

ON.SITE SERVICE: Field service engineer dispatched 10 Customer location to perform on·sile '------ ....... T

Included Included

_.~~lVice. C~~~~~:!~ .. c!~~.:~!l!ld service.e.~~.i.~.~.:.~:~ .. I~~~ .. ~.~.~ .. ~r..~.~e.L ...... SCHEDULED RESPONSE: On·site service will be scheduled 10 arrive two (2) covered service days

fr.?~ reque.~!; ................ ___ ._._._" ................................... _ .................................... ____ _ NEXT DAY RESPONSE: Next covered business day on·sile response on requests made within the

... c:l.~::~~e_.~~:~~~= .. !!,..,.~rs of U1e pr~~~u~~.~I·.... ....... ....... SAME DAY RESPONSE: Same day on-sile response on requests made three (3) hours before the end of a day covered by On·Site Coverage Hours. For service requests received with less than three (3) hours remaining in a day covered by On-Site Coverage Hours, on·site service response is

Included

-, .-.----.-.L Included .. ........ -1 .......

Included I· j. Available OP!i~;;-( .... ·· .... Included

.... ~ch~~.I!'!~E~?r. .. t~~.~.~~.!.~?.Y.~~~~~X!?.!IP.~i.~.~.t.~.~ .. r~.~~ip!?f .. ~u.~~ .. r~quest.. ... .. ~~~~~~~~.~ OU!~ .. ~?y~.~~.~~.~.~~~9..':J: .. ~~i.~.~~,. 8:.~? ~~ .. ~~:O~ !'!'I . ..!~91~.~.i~~"~~I.~~~X~.: __ ........I .. n~~d.:.d ... =1. ~n.::I~.~:d·· .. - 1--- Included

EXTENDED WEEKDAY COVERAGE: Monday-Friday. 8:30 AM - 11 :00 PM. excruding hOlidays... .. ~~~~.~~':.?~t~?~_L .• Available Option .li._ .. I~~luded .. · .. :~~~~~~~~WEE~~~:~:::~§y~~~~~:~~i~!~~y~.~LJ~i~.y:.~:~~ AM ::.s~oO .. ~~::.~~?!~~i~ihOlid~~~=.: Available Option j Available OPtion .. L.~.~~I~.~le .. ()ption

FULL·EXTENDED COVERAGE: Monday- friday, 8:30 AM -11:00 PM, Saturday 8. Sunday, 0:30 !

AM :_5 :O~ ... ~IY!.l .. _~~I~?!.~.~,,~~!.~~~_~~: .. h ...... h !,

... '!.?'!.'.:':~ .. ~~ .. ~!..eove.~:::'.?§.: .. ~~.~.~.~.'.: .. ?.~.~y!.'.~~~~.~.!~~~din~ holiday~ ............. ---...:::r 98% UPTIME GUARANTEE: Abbott guarantees Covered Equipment will be operational (meaning able to produce accurate outputs) ninst)'.eight pElreent (!lR%) 01 On.Site Coverage Hours. excluding

... Prey.~~!~.~~~".~.~!.~.~enan:~~~r.n.:l .. !!,1".~ ... ~~~~: ................ __ .. ___ . ____ .. .. MAINTENANCI!! AND REPAIR

.. __ , .. " .. "", .. " •• " •• """" ........ H __ ........ ~.~ ••• ~" ••• "' •• "."".,,.. .. .... " ." ...

REPLACEMENT PARTS: Abbott Will replace non·consumable parts that have failed due to damage

__ o.~~~~ ... ~~r}~~.I~~in9 .t~?~~ .. ~i~~~~~~~ .. ~.~I~,., .. ~ .. ~reventative Maintena'.'~ .......................... ___ .................. .. MANUFACTURER RECOMMENDED PREVENTATIVE MAINTENANCE ("PM"): RoutJne regularly sch ... duled maintenance activities to perform alignments and verifications to ass.ure the Covered Equipment meets the operational specifications Of the manufacturer. This service is performed Monday through Friday, 8:30 AM - 5:00 PM, excluding holidays ('Business Hours·).

"MANUFACTURER"RECOMMENDEDOPERATiONAL AND SAFETf'iMPROVEMENTS: Req'u'lred'] software andror equipment upgrades including Techr.ical Service Bulletins, excluding integration of I

.. ;~~~t~'~~is: p;;;ph~ra.ls ~';e covered during the manufacturer's warranty;';;;here "Peripherals" "1

1 .... ~_h..a~I .. ~.~.~.~!:Y. .. e~t~~~~~r~o..ard_an.~?!.rT1?,.,.I~::~ .. p..'ovide~. ~~bl»~ \~.i.t.~ ... ~~.~ .. ~.?~.~.'ed Equ~p~~ .. ~!. . ..... . LABORATORY SERVICES

.... ~ .. ,.--.. -.. ~." ....... -.-... -, ... - ... -.. " ... ""-.,.. . ............................. _---_._..... . .............. _-............ -" ... . STANDARD INSTRUMENT INTEGRATION: Comprehensive Covered Equipment integration support 10 configure new Covered Equipment and all Products by performing verification studies

~~~. data~n.~~~.i~.:. ___ ._. ___ ... _ ....... "" ......... , ......... . REMOTE DIAGNOSTIC CONNECTIVITY (AbbottLink)·. Event driven remote diagnostics to optimize

Availablo Option AY8ilsble Option

Avail"bl. Option .. ~ ~il",~!e Option

Included Included . Included

.. ....... -.-.. __ .. -.... .

Included Included Included

Included Included Includecf

Included Included Included

Included . Included Included

Included

Included Included Included ~X!~!~~ p~.~~~~~~_:J?.~!y.~.~aiI3ble I)n ~I~.~?~.~ .. ~.~~~~~.~~~~~ ~ In1Or~IIA.I .. ·j.nn .......... n .. r ..... A. .. h .... h ..... n .. ""I ..... j.n .... k ..... t __ ~..:.~' __ 'i" .. M"""':"'''''''''''''''''''''''_i ___ '''''''''''''''''''''''''''''

REAL·TIME MONITORING (AbboltLink): Moniloring for critical analyzer errors that could reslJlt in loss 01 productiVity and instrument failure. (Only available on sUPP"..Jtad instr"menis -In.t~qatlon of

... Abb.~~~.in.~r:.'!lIired!.. .. _........ . ....................................... __ ....... ..................................... _. PROACTIVE DIAGNOSTIC MONITORING (AbbottLink)·. Laborato ry specific monrtOring and analysis of instrument performance to optimize efficiency and productivity. (Only available on suppo"ed

.... ~~~~n.~~ .. ::.I~.!tallaii~.~f~~~~!.~.~ .. ~uir~~.)_ ......... _. ____ _ ONLINE MANAGEMENT SERVICE REPORTS: Access to real·time repons 10 manaye lhe

O.?!i~~?~n. ?'."s~~I:r:'_utili~~?.~ ... ~.n.~ .pe rf0rrn.~~.~.. .. .................... ... .. eQC: Online II~matology quclity contrsct. Eleclronic rcporting and procc3.ing of peer group hem~~()!?~X.c!~~~ty c~~.trol ~~!~ .. ,,:!?t availabl~~i!~ Emerald, CDI80?.?.r.~l:l!~OO placeme~t:. SERVICE ACCOUNT EXECUTIVE: Single poil1t of contact, assigned to Customer, to be available for consultation on general service and business needs.

Initial here ____ _

Included Included

Included

Included Incluaed

InCluded Included

Included

SCHVICXiI Addendum - rage 1 0 f 1

MASTER AGREEMENT - ADDENDUM· NOVATION I

ABBOTT LABORATORIES INC" D·943, CP1-4, 100 ABBOTT PARK ROAD, ABfOTT PARK, ILLINOIS 60064·6095

'Abbot! Laborlltories internat use only

Change to Section

(Internal Reference ID*):

1.

2.

3.

4,

Section 5 - PRICE ADJUSTMENTS/MODIFI CATIONS

Sedlon 11 .3 -TERMINATION FOR CONVENIENCE

Section 18 - Governing Law

I nstru men t Meneger Service

Initial here. ____ _ ~ 2C12A~ UtlOfilQll"lH. RlO11-OORI1W-grH_ttOV

The referenced Section is changed to:

This Section shall be changed to the following: "Beginning on the first Contract Anniversary of the Agreement and on an annual basis thereafter, Abbott may increase Product prices by an amount that shall not exceed the lesser of (i) four percent (4,0%) and (ii) the then·current National Consumer Price Index - Medical ("CPI4M"). Such price increases shall be effective the later of (i) the first day of such Renewal Term or (ii) sixty (60) days after notice to Customers by Abbott,"

Change the fourlh sentence to the following: 'If equipment is Cuslomer Owned, and Customer terminates this Agreement pursuant to this paragraph prior to the expiration of the Contract Term, Customer shall be required to pay a termination fee ("Termination Fee") equal to the remaining Customer Product Commitment."

<Delete this Section in its entirety.'

The following terms ,mo conditions apply only 10 the service coverage on tI,e Insl! umenl Mana!,!"r (1M) System software, All other terms and conditions of this Agreement remain intact. Should connie! in terms end conditions exist, the below terms and conditions supersede those in the Master Agreement for service coverage of the 1M System.

EFFECTIVE DATE AND CONTRACT TERM

Instrument Manager System ("1M" System") service coverage becomes effective upon the verification of successful order and result message transmissions between Customer's host system, 1M System, and C~vered Equipment and shall continue, unless oth~Hwise specified, for the Contract Term or until the 1M System is 00 looger in a production environment, whichever occurs first. If additional functionality is added to Instrument Manager In the form of connections, user licenses or software modules, a new support agreement or a second addendum to 1hisagreement must be created to aoo coverage Tor me new fUnctionality. II payment of the software support services fees lapse, a reinstatement fee inclusive of the associated costs to bring the system current shall be charged,

ABBOTT RESPONSIBILITY - 1M SERVICE

1M System service coverage under this Master A~reement inclucles:

(1) access to Abbott's Customer Support Center ("CSC·) for remote (including tete phone) support

(2) access to ongoing Instrument Manager software updates as releasee! from Abbott

Please note that installation, training and integration services are provided separate rrom thi .. agr.ement, as outlined in the Purchase Agreement and Product Specification.

ABBOTT FULLY TRAINED OPERATORS. In no event shalll\bbott bo liable for /lny dljmeges or lo.,~es incurred in connection with or arising from the use of the information by persons not fully trained by Abbott, Support of any issue determined to be caused by the customer Dr a 3rd party vendo~s product or procedure not authorized by Abbott will be bIllable on a trme anll matenals baSIS, inclUding trave! time, al then·current rlltes.

ABBon SUPPORT SERVICES, Abbott will use commercially reasona!>le efforts to provide technical support to diagnose and address Instrument Manager software related issues that (a) materially al1d adversely intertere with the customer's use of the Instrument Manager software, and (b) result from 11 failure of the Instrument Manager software to conform in any matorlal respect 10 the documentation. Support services do not include ~raini.ng of custom .. , penionn"I, new interfaces, Changes to LIS interfaces, or work oulputs delivered during separately contracted professional services.

ABBOTT SUPPORT DELIVERY. The primary means of providing technical and application support services is through remote assistance via the Abbot! Customer Support Center (CSC). Services requests may be delayed should customers contact Abbott representatives direcUy instead of logging requests through the Abbott CSC,

SOFTWARE LlFECYCLE, Abbott provides support services for the most current Instrument Manager software major release plus one prior version. Whp.n Ii np.w m~jor release of Instrument M,mager softWllre become .. avail"blll, Abbott will no longer commercially market the previous version. Abbott supports each major release for a minimum of two years unless otherwise stated. Abbott will give prior written notice when a major release will nil longer be supported .

• Major ·A major release is any version of licensed software that Abbott makes generall)' avallable to Instrument Manager software support customers

• Minor· Minor releases will be evaluated for their applicability and impact severity and any required subsequent actions by Abbott will be based on the results of that evaluation.

Abbott may release a new version of 1M as a mandatory update, In this scenario, Abbot! tocal service organizations are responsible to ensure each. customer is upgraded In the newp..st v8-rsion within a spe<;ifiCi time·frame (6.12 months), Th e customer is highly recommended to allow Abbott to implement the upgrade, Customersihave the option to refuse the mandatory upgrade, In this case, Abbott will require Signature of refusal letter describing the conse-quences of refusal and accepting rull re~ponsibil;ty, AbboLt will wlltinue to support customers refusing Ine ~pgrade at a nlgner servIce rate (25% increase annually).

~Uf IWAHt; UPLJA I t::S. ::>oftware updates, ancl related customer documentation, will 9rnerally be made available to

Addend..,m . Page 1 of 1

MASTER AGREEMENT - ADDENDUM - NOVATION . ABBon LABORATORIES INC" D·943, CP1-4, 100 ABBOTT PARK ROAD, AB;OTT PARK,ILLINOIS 60064·6095

Initial here ____ _

, customers as part of this Master Agreement unless otherwise specified. Actual frequen¢y, versioning, and release types may vary depending on Abbott release of the Instrument Manager soft'.vare. Due to the Ihigh volume and frequent occurrence of version releases by Data Innovations, not all patches or fixes may be maqe avalrable to customers. The purchase of hardware or non·Abbott software (inctuding upgrades to 3rd party software)! reql.lired for software updates is the responsibility of 1he customer. Installation of software lIpdat~s. and related professioMI ~ .. rvir.es. if re'luirl'!d. will be charged on a time and material basis unless specified otherwise in the quotation.

NEW MODULES. From time to time, additionol ~oftware module$ may be offered for In$trument Manager thot provido$ customers additional functionality beyond the current scope of what is installed. New modules are priced separately, by module, and become available as a purchasable option with major releases. The implerlnentation of a new module is subject to software license, installation, professional services, and maintenance lees, and may require prerequisite I nstrument Manager software release.

MIGRATION, Abbott may leverage newer tecilOologies or add to exisling technology to achieve better performance. The result may be a distinctly different product and platform. The implementation of a migration is subject to software liceMe, in~tQIIQtion, professionel services, end maintenance fecs.

PROFESSIONAL SERVICES. Informatics Professional Services Offerings mal' include, but are not limited (0: Autoverificatiull Cun~utUII\l Stlrvit:e, AppliGilliulI OpUrlliz~tiulI, LauuICIlury IT, Cuntinuing ·EuU(;illiUIi (lmJ Gu Live Planning and Support. Abbott consultants will deliver \hese services per a Consulting Engagement agreement between Abbott and the customer. Once the professional service is deployed, the scope of the support IJnder this Master Agreement covers only the Instrument Manager software and its associated approved drivers for Abbott Instruments.

CUSTOMER RESPONSIBILITY -1M SERVICE

ABBOn LIAISON. The customer will clesignate a customer employee (and an alternat¢ employee in case the first is unavailable) 10 act a~ a liai~on with AbboU'Q Co;~lom~r Support CllInt9r. ThQ liaiionS shq,uld b~ trainlild to handle basic. functionality, procedural questions and repetitive issues from users in their departmeot$,

USER TRAIN ING. All us"rs should be tr/lined to det~1 lind fix minor issue:; within the department. Instrument Manager software and online Help documentation should be made alJailable, If, after consulting these materials, users still encounter difficulties, they should request assistance from their primary contact or their designated internal escalation contact (IT Help Desk, System Administrator, Super User, etc).

SERVER SPECIFICATIONS. Customer agrees to provide servers for installation and o!)eration of tile 1M System as defined in Abbott Middleware Standard Hardware Specifications. Customer's IT deparltent is responsible for monitoring the health of the 1M server (memory, space, resources. processors, etc.). planning for eli aster recovery, and ensuring the 1M S~I\/"f is upgraded (e.g. Illtlmury, HD space) wlle'l il is no 10ll\ler operalill\j wilhin ClG'eplaUle linrils tu prevellt crastl.

CONFIGURATION VALIDATION. After configuration and verification of 1M System by Abbott, initiat or otherwise, Customer must confirm mat the COnll\lUfatron meets me laboratory's Intended use ana epmp-Iete any necessary documentation. Data integrity or software functionality issues resultin\l from a Customer cOllfiguration change of 1M System scnw"r~ .. re the responsihility of thl) C,,~tom(lr AbMtt re,qervl'!S the riGht to lfoilllM System service col/eraGe shoutd Customer fail to notify Abbott and receive consent from Abbott for changes to !heiM System software.

DATABASE MAINTENANCE. Abbott ilO not respom,iblQ for database maintenance. All IIctillitilill relatlid to ~ystem maintenance, Including backup, archive and data Integrity are the responsibility of the c\Jstomer. In addition, customers are not permiited to alter any database's schema in any manner unless explicitly directed to do so by Abbott's CSC, Customers may use any Sl.litable, 3rd parly utilrty and program to read and analyze the content 01 production databases, however support of the utilities and programs musl be provided by the 3rd party support organizations. Software support reqlJired 10 troubleshoot an error resulting from misuse or monific.ation of any d"'taha~e'$ sr..hema <)r downtime/performance issues caused Ily these tools wi!f be pelformed at ther .. ··current rates plus reasonabte travel and living expenses, including travel time.

CUSTOMER NETWORK f PERIPHERALS. Customer remains responsible for problema arising from the Customer's networ~ or Customer's peripheralS used 10 support network communication (routers. hubs, Ethemet cables, etc.) and hardware purchased from vendor(s) other than Abbott.

NON·ABBOn SOFfWARE. Customers are required to be live on any required 3rd parity sQftware and operalinQ system speCified in tihe applicable Abbolt System Specification before inslallation of Instrument Manager. Updates to the 3rcl party software are the responsibility of the customer. Customer is responsible for the inGtaUstion and maintenance of !!Inti·virus softwaro and operating system pntches. In no event shall Abbott be liable for !!Iny damages or losses incurred in connection with or arising from Customer initiated software updates, Including LIS up~ates. This Agreement does not cover software errors determined by Abbott to be caused b)l any misuse or modification of the software, disaster, power failures, network outages, viruses, and any other son ware not provided by Abbott,

Customens should infonm Abbott's CSC of any major modifications that in any way may affect the Instrument Manager software, including. but nollimited to LIS upgrades, 3rd party products, intelface engines, network modifications. and/or system changes. If Customers do not arrange for support from Abbott resources ahead, of time and these modifications effect the Instrument Manager softwarc. nil rolevant expenses Will be billed to the cu~tomer.

NOTIFICATION OF PLANNED DOWNTIME. Customer must provide two (2) business $YS notice to Abbott on planned downti"," 10 CU5lumer's nelwork. LIS, 1M Sy"lelll sel w,(~), 1M Syslem wurk"latiol1(~), ost system sarver(s). analyzers connected to 1M System. and any aSSOCiated peripherals that may be suspected to cau e issue (e. g. routers, serial/Ethernet converters).

REMOTE ACCESS. Customer must allow Abbott remote access to the 1M System servl' r(5) and 1M Syslem worksl:otion(s). Abbott requires access to Customer systems and 'Serv."" to monitor an lor resolve reportlild i~$ue$. A connection via Abbott broadband or other secure means is required to enable Abbott's SC to remotely connect to customer sites. Remote capability should be tested and approved prior to a system gOi~g live for ctinical use. Abbott will not be resporrslble tor any failure to perrorm Its Obligations under tnis service pOlicy that!results from customer's fairure to provide access. In tihe event that an Abbott support professional is required on·site, internet access must be provided to connect to the Instrument Manager infrastructure.

Addendum to Service Exhibit

The below items define 1M System service cOl/erage. Refer to the Price Exhibit for identification of Service Coverage

Addendum. Page 2 of 1

MASTER AGREEMENT - ADDENDUM· NOVATION i

Initial here ____ _ o :roll Abb~ Ubanlorin_ R2I)12.Q6R ll1MQrt •• troV

ABBOTT LABORATORIES INC .• 0-943, CP1·4, 100 ABBOTT PARK ROAD, AB~OTT PARK, ILLINOIS 60064-6095

Options covered under this Agreement. Unless otherwise stated, the components of thJ Service Package Product described below are provided during the Customer's service coverage hours identified vJithin Agreement (·Service coverage Hours-).

1M SYSTEM SERVICE PACKAGE PRODUCT DESCRIPTION

1) Included: INSTALLATION, CONFIGURATION ANOVERIFICATION of 1M System.

2) Included: LIVE TECHNICAL TELEPHONE SUPPORT Provided by Abbott Customer Support Center (eSC). To Initiate a service request call1-B77-4ABBOTT or 1-877-422-2668, when prompted select "Accelerator"

3) SFRVICE SYSTEM COVERAGE:

-Included: NON-EMERGENCY TELEPHONE - BUSINESS HOURS COVERAGE: Monday - Friday, 8:00 AM to 5:00 PM COT, excluding Federal holidays.

- Available Option: EMERGENCY TELEPHONE COVERAGE: 24 hours, 7 days per week, 365 days per lIear. An emergency request is available on any live Instrument Manager system where a portion of system has become non­operat~ve and is affecting critical laboratory function

4) Maintenance:

"Included: SOFTWARE VERSION RELEASE. Access to afl required software versions upon their release, where versions incillde patches, updates, enhancements, and upgrades .

• PERIPHERALS: Peripherals are covered during the manufacturer's warranty, where "Peripherals: shall mean any cables, device servers. printer, keyboar<l and I or monitor purchas ed from Abbott with the 1M System.

Addondum - Page 3 ot 1

IMMUNOCHEMISTRY PRICE EXHIBIT

IMMUNOCHEMISTRY PRICE EXHIBIT , ABBon DIAGNOSTIC DIVISION, ABBOTT LABORATORIES INC., 0-943, CP1-4, 100 ABBOTT PARK ROAD, ABBOTT PARK, IL~INOIS 60064-6095

ShippIng Address: ~-~-----

Customer Equipment Census Type Quantity AOE/COE" Purchase Order Number(PO) I Comment (as required)

Abbott link:c(c.:no::..:..P.=C,-) ------1 ArchiteCt ci8200

.----t-. " ··1 . 'A/)botl Owned Equipment / Customer Owned Equipment

Customer Equipment Purchase Commitment List No_ Product

. ... ~wi~EL New (COE)

Quantity

_. __ . ______ ~~_L _____ ~

Purchase (;ommitment 2

Price per Unit Commitment $* Warranty (years)

$215,000.00 $43~000Q.ll. __ . , 1.0

"The dollaT amount that will be used as the basis of calculation on tlliret party lease agreements or purchase orders (or this item.

Customer Equipment Service Commitment Instrument· Service Package & On.slte Coverage Hours'

Arcllite<:t ci8200litl (COE) - Performance (Bus. Hrs)

~cllite,ct ci8200 (COE) l,:",lJ~g~~~t.o ~'P~s~[)~/24X7 Arcllitect C~200#2 (CO E) - Pen,ormance (Bus. Hrs)

~rcl1itect ci8200 (COE) 2- Upgrade to P'PII.IS SDR I 24X7

Purchase (;ommitment

• On.Slte Coverage Hours Options

Service Years

6

7 6

7

Business Hours Extended Weekday /Extended Weekend

Mon-Fri, 8:30 AM - 5:00 PM, excluding holidays Mon-Fri, 8:30 AM - 11:00 PM, excluding holidays Man-Sun, 8:30 AM - 5:00 PM, excluding holidays

Price Per Payment per Service Yr Period

522,085.00 $1.577.50

$13,200.00 _1- _ $1.100.00

$22,065.00 S1,577.50

$13,200.00 S1.100.00

$5,355.00

FUI!-Extended Total 24x7'

Mon-Fri, 8:30 AM -11:00 PM, Sat-Sun, 8:30 AM - 5:00 PM, excluding holidays Mon-Sun, al/ hours, including holidays

Customer Product Commitment

Payment Plan Service PO

Post Warranty

Ov*rTerm

I Post Warranty

Over Term -- ,--- _.- ---

Monthly

List No, Product Annual Volume Price per Unit Annual $ Comment 03P24

03P36

ARC Active-B12 -----~~-

ARCAFP

01P65 ARC Anti-CCP -- - ----- -

02K46 ARC Anti-TG

01P36

07K68

02K42

06122

06L23

----- ---~--- .--------~- _. -- ---iAF\C.CA1.9-9 .

iARC Carbamazepine .. __ .

IARCCEA

ARCCKMB

ARC Core

ARCCore-M

(continues on next page)

@2004-2009Abbott Laboratories. R2009-OSR11PriceExibiliACC

. "'1 o

1,738

-I' i

54.90

$2.44 $5.51

52.44

o o o ,-- 52.44-'

3,577

___ .~~02

2,341

i I

Sl.53

S096

$0.98

5,656 I $9.73 1,217'---! S3.04

: __ ..c...::.:...::....:. o 53.04

1.217 , - ---·--~-----------~I

1.217 ,

1.217

12.249

o o

$3.02

54.57

0.00

$4,~4{).72 ,. i " i6:oo

SO.OO ,jtlOO-'~ $5,1172.81

$2,35396

$2,;194.18

$55,032.88_...,-__ _

~~~6.8 ~.OO

S3.a99.68 $i ,~33·.io-'--· ,$2Jl~~_ . ____ _ $15j67872

$10.00

$10.00

Page 1 or6

IMMUNOCHEMISTRY PRICE EXHIBIT ABBOTT DIAGNOSTIC DIVISION, ABBOTT LABORATORIES INC .. 0·943, CPl-4.100 ABBOTT PARK ROAD. ABBOTT PARK. I LINOIS 60064·6095

Product Commitment (continued) List No, Product

08015 ARC Cortisol . ----.-~-- -.~

03L53 IARC C·Peptide -----_. ----j -.----01L75 ,ARC Cyclosporine "081<27-- .- ----'ARCDHeAS"---------:o}P]~ ________ JARCDigoXin _ 07K~ ____ IARC Estradiol

~7K59 __ IARC Ferritin

01P74 'ARC Folate - .. _---07K63 ,ARC Free T3 07Ks5 --- T4RCF~":_-_

07K75 :ARC FSH

01P31 !ARC Gentamicin 06LV---- !ARC HAVAB.G-05L2-1----- lAAc HAVAB:rvI -

04P72iARC HbA1 c 01L80--' -lARC HBsAg -- - .

04P53-- ... T4RC HBsAgQual----··

04P54 'IARC HBsAgQual Confirm 01L79!ARC-tiCV2.0- ---- -02P54-·· -.~ .- - "jAACHE4------- -----02P36 jARC HIV Combo ~~71 'IARC Homocysteine

07K62 ARC hTSH . - .--- 1------ -_. 08K41 IARC Insulin 08K25 ARC Intact PTH

:;~tj~*~~:~:;" . 01':34 1~F.lCP~e".ytojn 07K77 ARC Progesterone

-.~-- --".- ---------07K76

06CO?

ARC Prolactin

~~C PSA (fre.e). _ 06C06 ARC PSA (total)

- - - -------_._" - - -08K26 ;~R£~~~ __ _ olue :ARC Sirolimus

01177 IARC Tacrolimus 1?~1"1-3- - -I ARC Testosterone 01~ ____ ~ TheOphYI~~e __ . 07K64 IARC Total T3 im<66"--- -rARC Total T4

02K41_ • _ .__ IARC Trop?!,~-I_ _. _

~~~~: . - -1·~;~·~~:r:~eACid- -- -01 P30 ARC Vancomycin 03L52 !ARC Vitamin 0

02K99

09D87

07053

07054

~ CC Ace~';'inophen : CC Acid Phosphatase

_;~C Albu~n BC<!.._ 'cc Albumin BCP

07D55----·; CC Alkaline Phosph'itase

06K99 CC Alpha·l-Antitrypsin

06L34 ---.~=~ CC A1pha·:!.:..~coprotein _. __ _ 07D~_.~ CC ALT 06L35 : CC Amikacin

06K89 : CC kmonia

03L37 ~ CC AmpheVMelhamph&t ---- - --I .--.-- -- -

07058 ;C~~~Y~~~~ ___ _ 00D02 icc Apolipoprotcin Al

(continues on next page)

(C> 2004·2009 Abbott Laboralo,io •. R20ng·05R IIP,iceExibillACC

AnnuBI Volum~ Price per Unit A' nual $ Co-mmem $1.22 000 _ .. _- ._-_ .. _ ..... [._--._----

, $3.04 . $0.00 --,--- $iO:67 . io:oil

I 0

-----~I~----- ~-o $1.63 :SO.OO i 2,433 $1.53-"1"$3,722.49- -,------

----------!------ --o :j)1.t!~· ~U.U{)

-- ---. __ . ____ . ______ 2,640 $0.98 S4,587.20

2.153 $0.98 S4.109.94 -------_ ... _---o

10,124

1.217

2,433

o a a

4,096

o o a o

4.460

a 14.152

o ~,415

U17

o t.217

2.184

o o o

2.837

a a a u

1,217

o

i

$1.22

SO.93

$0.98

$1.53

$2.75

54.57

$3.50

$2.59

52.59

$15.00

54.57

S625

54.71

$8.51

SO 74

$153

$3.30

SO 98

51.53 -.

SUO

$1.10 -.-----~-. -

S1.22

SO.90

$3.96

$2.44

$1.83

~12.43

$12.43

$2.10

$1.10

$0.67

$0.61

$2.75

1-

._--$0.00 ---~-'---"

59.415.32

51.192.66

S3,722.49

$0.00 SO.OO--

$0.00

S10,608.64 - -------.

$0.00

SO.OO

$0.00

$0.00

$21.00660

$0.00

$10.477 48

$0.00

$4.669.50

$1.192.56

$0.00

51,338.70

$2,402.40

$0.00

$0.00 -

SO.OO

$$,922.28 .,. ------

$0.00

$0.00

SO.OO

SO.OO

$1,338.70

SO.OO -.- --~--

$1.464.13 , ... _--_._--

$33,203.50

--~-

2,433

12,074

o 2.433

._-_ ..

---I

. --2,159

2,607

o o

59,140 o

43,622

o o

44.098

o 4,467

7.283

4,484

o

$0.67

$1.53

$1.10

$4.56

$0.94

$0.05

$0.05

$0.05

$0.05

$0.94

50.94

$0.05

SO.89

$0.45

$0.69

$0.45 $0.94

SO.OO

$3,722.49

$2,374.90

$11,887.92

so 00

SOOO . -

S2.95700

SO.OO

St..18.!:.lg"':::'"

li SO.OO

SO 00

S~.~~90. SO.OO .. _.,

S .010.15 $~.02527- .

$f·01'7~80 __ I ;$0.00

Page:2 016

-

IMMUNOCHEMISTRY PRICE EXHIBIT ABBon DIAGNOSTIC DIVISION, ABBon lABORATORIES INC, 0·943, CP1·4. 100 ABBOTT PARK ROAD. ABBOTT PARK, I~INOIS 60064-6095

Product Commitment (continued) List NO.

09093

06K38

Product

'CC Apolipoprotein B --'CCASO-'

.. _---_.- ... _._---- -- -----07081 CCAST

06K39 ICC B2-Microglobulin

?3~ .... ]CC B_~~t~~a;es ____ .

06130 _....Jcc 6!.I\t~iaz (serum)

03139 Icc 6enzodiazepines 03179 ICC_c;alciu~ ___ ' __

03141 iCe Cannabinoids

liiE12 :. -_ =-~_c Carbamazepine

06~L ... ~c Ceruloplasmi!l __ _

07062 Ig.c C~D!.este~ 08K13 CC Cholinesterase ._-_. .. 07063 iCC C~_ . 03180 iCC C02 __ .

03L40 ec Cocaine

09D96 . _____ ~<:<;:~mplement 3 091197 CC Complement 4 03181 CC Creatinine

08124 CC Creatinine (Enzyma~'1._._ 06K26 CC CRP Vario

01 L91 CC D·Dlmer (Equal) 01 E06 . icc Dig-;;~i;' --- .-- .. -

08G63 Icc Direct Bilir~-b;;;

~~~~if~iii;~~~Dl . 06K41 lee Ferriti;- --.--01 E"',-----+I-c-c-G-entilfnicln -07-06-5---- !CCGGT---·_----

-. 03182

09091

02K96

03K33

09028

09098

06K42

09099

0lE01

06K95 09D89

02P56

-.-~ .. -----.--~ --- --:CCGlucose

icc Ha~,?j1I~bi;;-­iCC HbA1C

:ee HDl Ullra

c_c~ C;T M<l~ul~ .(CI, Np:. K)

CC Immunoglobulin A

ce ImmunoglobulinE

CC Immunoglobulin G

CClmmUOoglobUlin M---icc Iron (PlaSmaClaim)-­

CC Lactic Acid

CCLDH

07D80 CC Lipase

D8L2S '--Icc lithium. _ 07Kooec LPa 07070 '~CC Magnesium - --03L3S'-- . . ;CC 'Meth~done

---I

02K9B ice Microalbumin 01L59 ----'·Ge NAPA

I_D_'_P7_6 ____ l~c.E.~~.9one 06l0S icC PCP 01 E08 - - - -- :CCPh-~~barbital

01 E07 " CC Phenytoin 0-7D-7-1'~--' _ .. - :-C~~h~s~~r_u~ _ 01 EOl _ ... _, C.G Pr~.~~min

D1L26 icc Procainamide

-- ._-- .j .. --- _. ---.. - 1-

.. -.-- -- - "1

Annual Volume o D

43,785 o

7.265

o 7,553

66,004

7.265

o 15.369

o 12.354

66.387

7.265

o

PrIce per Unit

$0.94 $2.(55

.------.---~-

$O.{)S

$0.B4

$0.69

$1.38

$0.69 $0.{)5

$0.69

$0.89

$0.B4

----------.---- - - -.----',--

$0.05

$0.45 $0.()5

$0.()4

$0.69

$O.B4

$0.94 $0 ()4

$0.45 $2.55

o 69.155

o 3,834

o o

5,751

2,933

o 3,103

o o

----- -~-------

4,056

8<1,224

_.--$2,55

$0.80 I $o.()s----I $1.28

$0.69 $0.69

$2.55 $0,119

$0.05

A I nUlal $ Comment

SO.OO ---+ .--..-~~----- ---$O.UO ,

I' _J~89~_._J 5~~_! ___ _

$5.01285 I 50.00

$5.211.57

53.300.20

$5.012.65

50.00 .-_._-- --___ 50.0_0 __ , _ .. ____ _

SieMS 50.00

$617.70

$4.65548

$~.012.85

~o.oo

50.00 ' $2.766 20 -~

$0.00

S9.776.70

$0.00

$0.00 - -~----

$287.55 $4,047 S4

$0.00

Sa.170i.57

$0.00

:5000

$202:.80

53,368.96 $0.04

$0.94

$1.38

,-- -----.----a

10,594

a 162,222

a o o o

2,819

4,825

3.163

6,656

_1,9,67

o 31.834

1,629

3.767

o 7,265

-~------.

a 1,629

o o

26,137

~19

o

$0.45 SO.()9

$0.94

$0.94

$0.94 I

$0.94 I

$0.05

$0.05

$0.()5

$0.45

$2.55

$1.28

$0.()5

$0.69

$0.94

$0.69

$0.69 -------------

-----1-

$2.55 ' _________ 1

150.00

S14.619.72

$0.00

$14.59998

15000

150.00

150.00

$0.00

$14()..95

$241.25

$,158.15

$2,995.20

$5,015.85

$0.00

Sl.591.70

S1.124 01

6.1 @S1800ea.c_h

I ~~40~ __ I

!SO:OO .... _ . ..J ______ . __ ._ S .012.85 i

50.00 '

$ ,124.01

$0.00

$0.00

. J~~~~:5 .. r

, I 150.00 '

COl97 !CCPropoxyptJ~-;;-~ - - - ----.----

$0.69

$0.89

$0.89

$0.()5

$0.94

$0.89

$0.69 ~---+

o so.oo (continues on next page)

,) 2004-2009 AbbOI! Laborator'es. R2009·05R lIPriceExtbillACC Page:3 or6

IMMUNOCHEMISTRY PRICE EXHIBIT ABBOTT DIAGNOSTIC DIVISION. ABBOTT LABORATORIES INC., 0·943. CP1·4. 100 ABBOTT PARK ROAD. ABBOTT PARK.ll INOIS 60064·6095

Product Commitment (continued) List No. Product

06131 Icc Quinidine 08G~ICC-RF'-"-"- n .. '

03K01 iCC Salicylate

~~~9 _.~-=--_~cc Il1eopnYlime

~7F~.. CC Tobramycin _

06L45 CC Total Bilirubin

07073 .CC Total Protein

01E04 .-. :._..ICC Tran~.errin:~~· _

~i~~: - .. j~~-f~~~~~~'(6EMi-" ~:~;: .. -... ~ ~;~:r-:%~- ~. ~ ~.- -- .. ... .. 07075 ''''lcc Urea Nitrogerl -

03P39 ICC Uric Acid

07079 CC Urin~/~SF !,.!"pt.E'ir!... 01 E13 CC V~roic~~i~

06E44 CC Vancomycin

i Purchase Commitment

Consumable Utilization (estimate only)* List No. Product

~~;:::~~ I~~~~: ~~~ ... ---9~ L_~:!.:.o~_--'--IARC AUSAB cai 01 L82·12 f~~~.!-ySA~_~tr. 07KG1-02 ;ARC B12 Cal

07Ket:12·· !ARC B12 elf 07K78-01-[ARC bHCG C;'--- -.-

07K78.10 --1ARC bHCG Clr

OeK21l-0~~_.,~~£ BNP C~I

08K28-11 'ARC BNP Ctr

02K45·01 ,ARC CA125 Cal 02K4i10---iARC CA12S Clr

02K91-01 !{'~ C!-19~9cal 02K91·10 ARC CA 19-9 Ctr

01P36-01 _____ ~C .Carbamazepine Cal

07K58·02 ARC CEA Cal

07K58-12 ARCCEAClr ----." .. -~.--- .. -

02K42-01 ARC CKMB Cal

02K42-10 ARCCKMBCtr

01P32-01

07K59·01

IARC iDigoxin cal-----, 07K59-10

01P74-02

01P74·12

[ARC Ferritin Cal

ARC Ferritin Clr !ARC FolateCai-'-

- ----,------. ARC Folate Ctr

07K65-02 ARC Free T4 Cal -----------"--- - - .-07K65-10 ARC Free 14 Ctr

07K75-01 ARC FSH Cal

.IARC FSHCtr

IARC Gentamicin Cal

ARC HBsAg Cal "-- --------

07K75.10

01 P31-01

01L80..o1

01L80-10

02P36-01 . ·I~:~-~~~-~~~ C~I-~-02P36-10

08K25-01

08K25·10

02P40·01

IARC HIVC~mb; Ctr

iARC Intact PTH CEll

[ARC I~iact PTH etr 'ARC LH Cal

(continues on next page)

© 2004-2009 Abbott Laboratories. R2009·05R lIPnooEXIolt lACe

i Annual Volume Price per Unit Aljnual $ Comment

o ; $0.89 ' $0.00 , ........... " .. -1'-"--'--'-1-'-" ,

. 0 1~~:94: _!O~_~ __ _ ''''_'_~' ______ I ___ ~~''_. SOOO

U I $O.1l9 I $UUlJ

798 $0.89 S710.22

4~~~7 _ _ . I. - ~. $0:<)5 --Si391.85

--~:t~~ ~~'--j ;~.::-- --'1 :~~~~:t 1,414 '$0.69' $975:6-6"

15,357 $0.05 $~67.85 -.. -- - -- _._------ . - ..... ~--- '-0 $0.45 SO.OO .. -

67.365 $0.04 S2.694.60

2.949 $0.05 $147.45 .-~----.

I

., I i - , --

0 .-._------0

0

1.125,614

Annual Volume

1.5 ----- -"-----

0.0

2.6

0.0

3.0

0.0

3.0

0.0 3.0

0.0

1.6

0.0 -_ .. 2.4

0.0

2.0

i 1 . .!.... ___ _ I 0.0

L _____ 1~

'j , ,

I

$0.45 SO. 00 - -'--'-$0.89 $10.00

$0.89 SO.OO

I $365.124 I

Price per Unit AnnualS

$69.50 $104.25 - ---

$69.50 SO.OO .. -- ---"--~

$52.46 $136.38

$52.46 $0.00 -- -" -- .......... -

$67.50 $202.50

$67.50 $0.00

$52,46 ~1(j7.37

$52.46 SO.OO $52.46 $167.37

------~-

$35.69 $0.00

$52.46 $94.42

$35.69 SO.OO $52.46 $125.89

. --- --+~-

$35.69 $0.00

$85.50 $171.00

$49.96 S5i4 95

$92]0 SO.OO

$81.12 $97.34

$52.46 SO.OO

Payment method

-.----".----~--

L __ ~ __ . -~---.---~-i 3.0

! 1.9

j 0.0

2.0

0.0

1.2

0.0

1.6

00

2.0

3.0

00

2.0

6.9

3.0

0.0

3.0 -

$82.69

$52.46

$45.72

$67.50

$67.50

$52.46

$52.46

$52.46

$99.23

$82.69

$94.63

$52.46

$75.00

$75.00

S61.12

$81.12

$52.46 -----

$248.07

$99.66

$0 00

S135.00

$0.00

$6295

SO.OO ... _----------

$83.93

'. sq.OO $1{j5.38 --~-

5283..89 -'SQOO --

$1!>CJo.OO

$51i750

s241i35 I $9:00

~1517 .37

Page 4 of6

IMMUNOCHEMISTRY PRICE EXHIBIT ABBOTT DIAGNOSTIC DIVISION. ABBon LABORATORIES INC .. D-943. CPl-4. 100 ABBOTT PARK ROAD. ASBon PARK. IL INOIS 60064-6095

Consumable utilization (continued) Litit No. Product Annual Volume Price per Unit A nualS Payment method

06E20-10 ;ARC Multiconstitu~~<:tr ... ___ ._

01 P33-01 IARC IPtlenOOanll1al Cal

01 P34-01 .. IARC PhenYtoi~Cal-·-·-.. 01 P29-01 \ARC .!~~ophyiline (;al.

06COS-01 ,ARC Total PSA Cal

06C05-10 I~RC Total PSA Ct~----===--.u t_0-=7_K6_6_-0_1 ___ ,!.ARC!otal T~ Cal __ _ 07K56-10 ARC Total T4 Clr 02K41-01 IARC Trapanin-I c.ii -- .-02K41-10 ~~_-IARC:-Troponin:l.c~r 07K62-01 !ARC TSH Cal

I . . 07K62-10 ARC TSH Ctr

01P35-01

01P30·01

03L52·02

03L52-12

03L41-04 --~~--- -03L41-10

ARC iValproic Acid Cal

_!-!'.(;_vancomyc~ Cal ARC Vitamin D Cal

ARC Vitamin D Ctr

CC Bilirubin Calibrator

03L4.!:~ _____ ~C~~lti~e~! Canna~~~?i.c'S 60 Conlr::, _ .

03L41-14 ICC MUltigent~nnabinOidsJ~~ontr,,1 03L41-16 : CC Mulligenl Cannabi",>ids 126 Control

01 E64-02 - - - iEc Ca'rbOn DioxideC;;'Iii);;tor-

06K30-10 _____ CC Multigen! CC Ca.libr~t"'.

06K26-10CC eRP Vario Calibrator (Quanti a) ----- - I ._-- "., -_ .. __ .. _--

06K26-14 'CC eRP Vario Calibrator Ultra Sensativity (Quantia)

06K26:1:2" - ----;-C;CCRP VariO Calibrator Wide Range (Qua'niia)

:~j: - l~iit:::g~E:_=~::-~~-~!~~::;~ ____ . I~~ ~:~:~;HboC~:~i~1 ... ----

01 E65·05 CC General Chemistry Multiconstituenl Calibrator

07F93·01 !CC-TObramj~~ Calibrator (Mulligent)

02K96-02 CC HbA1C Calibrator

02K96-10

01E46·03

CC HbA1C Control

CC ICT Serum Calibrator ~2~~--1Cc-ICT Urine Caiibrator----01E69-03 '''--lcciran I Magnesium Calibrator

03E16-02 CC lipase Calibrator

02K9!=02 _..: __ ~.cc Mic~albumi~ 9Iib~!9.i.-__ -. -

02K~8-.!.0 I CC M~croa~~~ .E0ntr<:)1

03L43·05 ice MultigentD,2A MC Neg Cal.

03L43.~ __ . _.GC Mul~llent DOA M~~.!..!.. ..

03L43-02 ,GC:MLJ!\igent.Q.()A"'!C I Cal 2

03L43-03 £~!'Iultigent[)~~!'-1_~J~a~.~. 03L43·04 ~C Multigenl DOA MC I Cal 4

I

0.0

1.9

1.5

4.0

2.1

0.0

1.1

0.0

2.0

0.0

15

0.0

3.0

5.6

3.0

0.0

8.7

2.0

2.0

20

2.0

00

0.0

00

0.0

4.1

3.7

4.1

2.0

2.0

4.3

2.0

2.0

0.0

0.0

17A 4.2

2.0

00

lOA 0,0

11.4

6.5

$162.23

S82.69

581.12

$81.12

$52.46

$26.77

$52.46

$52A6

I $B1.12

'1 $52.46 I i------'S-52-.4-6---i1

~.-..;;.S.;.;;52;.;..A;.;..6_~1 S65.63 :-

$8112

56750

$67.50

$35.69 I $40.56

~-.;$~4.;.;0 .;.;..56;....--11· $40.56

0.00

$'157.11

$121.67

$324.45 .---.

$111),16

$0.00

$57.70

$0.00

$162.23 $0,0'0- -, $78,68

$0,00

$1960.88 ,--------

$454.24

$202,50

$0.00

S310,50

$B1.11

$Bl,11

$81.11 ---;----

$40.56 S81.11

$35.69 $0,00

$35.69 $0.00

$35.69 $0.00

$35.611 $0.00

$35.69 $146.33

$40.66 $160.05

$128.75 $527,88 $07.00 - $1'3:;,19

$64.38 ~128.75,

$175.75 : $755,70 I r---:-"'-----'-.---~--!-

$40.56 $81_11

$40.56

S35.69

S35.69

535.69

S65.63 $B9.77

$89.77

$35.69

$35.69

$35,69

$35.69

$81.11

SO,oO 50,00

$621.01

$275.63

$179.53

50.00

$371.18 $0.00

$406.87

$231.99

12.2 $47.59 $580.54

0.0 $47.59

2.0 $135.19

2.0 $81.12 I

2.0 $81.12 I 2.0 -""";$:;;:8;":"1 :':'.1=-2 ~-ll

2,0 $81.12

SO,OO

15270.38

1S162.23

1S16223

$16223

5162.23 1_0_3L_4_3_-1_0 __ --I_C_C_M_u_lt-=igc.e_nt_D_OA MC I Control Set ___ ._ .... ~ __ .. ____ 0_,0_. ___ .. ,--......;$:;.:8;..:..1:.:.,1::;.2 __ OSE57-02 CC Prealbumin Calibralor

01 ~7B·9_~.~1 c;g §peciiicprotei~ML;llicon~ituenjc~!ib~aior - . - - . -----

01L1903 Icc Tricyclic Antidepressnt Cal 1 (Microgenic&)

01L19-04 ~~ 'i::GTricyCi;CAnlid~pre~'~§aI2-~icrogeniCS)--- ---

~1..L 1?-~~ _ CC Tricyclic Antidepresant Cal 3 (Microgcnics)_

~1_L_19_-_06_. _____ . CC Tricyclic Antidepres.a_~t~~14 (Mic.rogenics) 01 L 19-02 ,CC Tricyclic Antidepresant Neg Cal (MicrogeniC$)

(continues on next page)

02004-2009 Abboll La\)o(atories. R2009·05RlIPriceExiD,t IACC

6.0 $47.59

6.0 $47.59

2.0

2.0

2.0

2.0

2,0

$67,60

$67,60

~67.60

"I $67.60

$07.00

1$135.19

$135.19 .---t--. I" , 13~,19

Page 5 0(5

IMMUNOCHEMISTRY PRICE EXHIBIT ABBOTT DIAGNOSTIC DIVISION, ABBOTT LABORATORIES INC., 0-943, CPI-4, 100 ABBOTT PARK ROAD, ABBOTT PARK, IL~INOIS 60064-6095

Consumable utilization (continued) List No. Product

06E23-65 !ARC Pre-Trigger Solution --·----r------~~------

07C1S-02 IARe Reaction Vessels 06C55-BO IAR9 !.:ri~l:J~r~~T~_t~~. ~_u ___ . ______ ~. 06..E54-S~ __ __ J ARC Wash B,!!,".::r RefO!n1_ .. ' 06C54-58 iARC Wash Buffer Reform. (manual) 07C14-01 iARCSamPle-6Jps - -.----- ..

iARC Probe (Sample/Reagent) 08C94-42 01 LS6-40 !ARC Probe Condliiooing -sOiU-iion-·-------04D1g~Ol--' TARC Replacement caps-' -.

04DI8-_0_3 ____ ~I_A_R_C_S_-e_'_p_tu_m_·s_ 06KOI-20 'cc ACid Wash Solution ----09D31-20 CC Alkaline Wash 01J72-20 ---_--.C-,-_ C-. -O-e-te-rg-e-n-t-AC--

02J 94-20 CC Detergent.!3 _

Q!E_5_0-_20_ . CC rCT Cleaning Fluid . ______ _ 01E49-20 CC LCT Reference Solution - -- ------~

02P32-11 __ ,CC ICT Sample Diluent_

09D29 __ "2::c0'--__ ----,'.::c.::c_wc:.=.at=er Bath Addrtive

r I I

i

01G47-03 ,CC Reagent Probe ~lG47~02 icc Reagent Probe T~birl9-- _____________ ,

E~:-::~-~-- j~~-~~~J~~~ i~bing_--:--" . 02J 53-01 . _ -I~_c~~o~ Cu~to~;r M,iintenance Kit

Estimated Expense

Annual Volume Pricl! per Unit A~m,al $

$O.OO~ ____ ~~O $O.()O :lIO.DO

14.7

28.3

20.6 65.6

0,0

5.4

2.0 2,0

2.0

-~ - -------.---.. -------.------~-...... -, $0.00 $0.00

5.4

64.7 64.7

36.S 4.0

1.8

$0.00

$O.()O

$0,00

$O,{)O

$0,00

$0.00

$0.00

$0.00

$O.()O

$0,00

$0,00

$0.00 68.4 $O.{)O

$0,00

$0.00

$0.00

$0,00

$0.00 ----1----.-

$0.00

$0.00

$0,00

~OO_O ___ _

$0,00 '$0.00 $0.90

$0,00 ~---------~-

15.1 $0.00 -iooo-----' ' 58 $0,00

60 $0,00

0.0 $0.00 fl n $n <1n

00 $O,{)O

6.0 $0.00

0.5 $1,926,51

I

$0.00

, $0,00

$000 I -$000----:

$0,00

lO,OO

$963.26

$13,751 I

"Annual volumes and costs are estimates and do not represent a commitmellt by either PElTly

Equipment Shipping Charges Equipment

IArChitect CI8200

AGREED TO AND ACCEPTED THIS:

CUSTOMER:

Quantity Charge (eachl Charge (total)

2

$U Total 1...1 ___ ---':"'~ ___ ___I

ABBon LABORATORIES INC. DIAGNOStiC DIVISION

Paym~nlll1elhod

SignaturelDate: Si~nature/Date: ,,:r~1 . ./-:J -!let Lf/30f L{

~~t Narr1~!T-,!le ,---,/ J c>s e'PH G- -;JA-1r Prillt N<lmefTitle:

8> 2004-2009 Abbolt laboralorie$, R2009·05R:11PriceExibit IACC

APS AUTOMATION

PRICE EXHIBIT

APS AUTOMATION PRICE EXHIBIT ABBOTT DIAGNOSTIC DIVISION. ABBOTT L.ABORATOR'ES 'NC .• 0-943. CP'",. !CD ASSOrT PA.qK ROAD. ASSOrT PARK. IlI.'NO'S 6DD6H095 ADOCont,.ctln9 !!l.bbOtl Corn fAX; ~47-935·7539

Shipping Address (~Custom.r"): Billing Address: ", .... e -- . .. 'Sa;' joaq-uin-GeneralHos-p"'it'"'al,-----I-iNC:.""m....;,:e:..;,.===----------... - - ') Sarijo;'qu;;'-GeneraiHc;spi~ fAddr;;$"- . SO!iHospital-Rd.- --- - --- Adcfre=5~5'--------------·r--'-~50:;;0"'HC;-o::=s:.:p'::ila=;I.:;:R.-:d;'-. ==---1 City. State •. ZIP ---.. French Camp. Ca . 95231 City, State, ZIP French Camp. Ca. 95231 ~tomerNu:::m-;:be=r7{s::-.)------t----'------5iiiii4i4i··· Phone' .-_. 209-468-3255

Netlonel Account Affiliation

gu_~t0R!~t .. ~~int Of Coni ... "" ~rep~r!~:...B::.y~ _____ _

AUTOMATION EquIpment

a3600 Automation Modules

Product Description List Nbr Quantity Price por Unit Commitment $ Wl~ranty (years) Total Shipping $

a3600 10M Primary --.J 06P33--01 1 $176.700 S176.700 1 $8,~JO a3600 10M SIo1 - -- ---r--...,O""6P;,,6;:-:3'-:_O=-71---+---:----'---'5:':''=3.::.:4::CB5 $13,485'- 1 514500 ;;3600 Raci(7,n:.:p-ut::::M7'O-,du-,IO------+ ii6P34-01 ---t;---:-$&4::-:;.:,1=-=7.;:-O--f--.. -~s6-4.170 i -+-"1"-"- -i-S2~;:lO-----83600 Rack 1!'.e.u!"!,,dU.I?_~,,-~ -...,0;.;6;;,P~64.;.,-:-01.;--+----;---_-_-_-··-. ___ $13:484 j $13.464 I 1 $2.90 a3600 Rack Output Module 06P36-01 $71.610 $71.610 __ ..,..... ___ c-__ +_-'S-::.2.'-':-':5O)~ __ _ 03600 Rack Output MOdule Slot -----.-.- 06P66-01 $7,350 ~. $7,350 ! S290 a.3600 Centrifuge Moduie' - "-----~---=06"'P:::3::7:-_O:--1'---+----2=-----$93-,OO~ 1 -·S186.000 1. ____ --:-____ -I-___ S';:5-::-.0:::'):'-0 __ _I

a3&OO·Centrifug. Module Slot 06P67·01 2 $11.625----' $23.250 1 --f---$580 ___ ..

~alo:r_~.:;:O:.:;d;-:uI;:.e=-:-____ --_____ 06!'38:0~1.:_---7----:---__l--__':$3:::7~.:;i6::-7~~~~~~~-=--:S:~3=7:.:;.1-::,O7=----... Lr --------~11;--.-=-_-=--~--l---'$'::'1:::.9"'OO=---I a3600 Sealer Module Slot 06P68-01 57.350 I $7 ,35 .. ~ _ I ___ r----J.~9 .. O"' __

;=~:::::~~~~~::Slot ~:~;~:~~$:l3~~0---I- ~7~~~~ 1 1 $~~~~O a3600 Straighi Triidt~S:.:oeCl-7.-'io;':'n-----"'-"---"06P42~OI 21 $4.650 $97,650 --··-·-I---+---S:::I::0:':,5~00=----t a3600TModule -c-___ ·-____ -_-+-f--_-_-_--=-0:-:6~P;;4_=__=4::..-7-01'--c--.......:=::2--=~;_·-.:;S3::.,":::.4;.:1,;:,0 __

1 -$8=8~.8~20=------ 1 '$1:000

a36ooU-TumMOdula 06P45-01 1 SO ---'--'$0 ·-~·...,I---!--~$500='---I 83600 Storage Module 9000 .... - ·06P46:0:-.:1~-I---.:.....--+- -$172.050 $7.900 S112,050 --f $11.625

$55.614 1"-----83600 Storage Module""-;S:;;';:,;ot;--·:--____ ., ..... _ ,O,6P72:01 ----"'$:.;.11~.6::2:C:5::--+--7-:-?:~'- .. '-$290----" a3600 c8000 InlerfaCe Module 06P50-01 2 $27.807 __ -!-_-=::.::::=-_ ..... --e--~~~--

$86,490 'T' $16.740 I"

a3600 12000SR Inlertace Module I 06P49 01 2 - . i $.4324?_._i- S1.ooo

~~ ~t::~ ::: -. -1 ::~~~:-~·-·-t-----=----t----$:::$::-'-:::~}8 ---':::-::-'::-::-::---t----;----- :~:~ - .. 516.740 1

$5.900

I a3600 10M Tool Kit 06P77-01 ___ . ___ ... __ ._ S5.-900 : . . -- -- -$;50 am Storage MOduk! Aiii,in"Kii' 06P78-0 1 a360ifStorage Module Tool Kii"--'--'-"'-- 06P79-01 Air Compressor Allowance ---+---''''':-N7;IA~

Purchase Commitment

AUTOMATION Service

BHe Service Product Description

so SO

Up to S14.000

SO SO NIA

$1,172,035

Annual Price Total Annual Tolal Service IYrs) per Unit Payment'

Automation Perfonnance Business Hours Service Automation PerformanCe Plus SDR 24x7 AdvancedServiCe

6 $71,136 S71.136 -- -----7:----t---~$3;-;;O:=-;.4~88;--+-- S30.488

Service Commitment $101,624 '. ServiCe for upgraded coverage options are not inccluded during standar(1 warranty and are OIJ8 beginning in month 1

AUTOMATION Miscellaneous

Product Description List Nbr

~OKVA UPS 3 Phase 1 TBD Kit. Stand'!!:d LAS c8000 -(Gray) I

- .. 07118,12 _.-

-~.-.

Kit. Standard LAS i2000SR 07L3().12 Purchase Commitment

AUTOMATION AcceSSOries and Consumables'"

Product Description List Nbr a3600iAPS Foil Resealer 07L 12·01

Estimated Total

© 201)C-201, Abbott Labnr.ltorias. R200S-02R1/AF>S Automa!iOn Pric;eE~tI:i

\. 1

Quantity 1 2

-2'

Estimated Annual Qty

14

Price por Unit Commitment $' I S22,5~0 $22.500 ----SlS.500 $9,250

-, - --$9,250 $18.500 $59,500

Price per Unit Estimated Annual $ $1.350 $18.900

$18,900

I

1 NIA

$150 $150 NIA

$62,740

PaYment Method Plyment Frequency Pl)st Warranty Annual ever Term=-+-----=Ann-::;:..=ua=:I---I

Pege 10f2

APS AUTOMATION PRICE EXHIBIT ABBOTT DIAGNOSTIC DIVISION. ABBOTT LABORATORIES INC .• [)'943. CP1-4. 100 ABBOTT PARK ROAD. "EBOTT PARK. ILUNOIS 600u6G95AQDCilnlrocEn @.bboltcom FAX: 647·938·7539

Shipping Address ("Customer"" ~llIing Ad.dress:

Name __00_' i San Joaquin General Hospital ':iN.'ia"'m:.;ec-_______ I': sar1:..;J:.;o,:a:?q;:;Ui;.;n..:Ge;;;;.:no:.;r.:.:a-;.:I-H:"O:.:S",p..;;it~::.I __ '1 Address" -_._. ___ L .. ' 500 Hospital Rd. Address ------··-i·--r--- 500 Hospital Rd. citY. St .. te. ZIP -.. ·French"camP. Ca. 95231 city; !ii"-te.-zip . -- - --. -j -- t- French Camp. (: .. :95231

Customer Number '(s) --- -- 50014141 Phone 209-468·3255

ij~tlo.;al Aceount AffIliation Novation Purchase Ord"r No. Customer Point of Centact Sam' HUbbi Sales Rep iTerritory Micl1ael Hansen

~---

Pr .. p .. rec!.~Y - .. ----··----~. ______ !I!.~i}:~~n<l_. Contract Term (Years, --_-_·-_·-::-:-::7'::;· = ____ _ .. -----.. - Date----··----·~·---~---· .. -.. 04130114

Product Deseription ARC USB Serial HB ··----l &!~?e(;arri~ __ • ..

• ~ •• ?

a3600 Computer Air Filler I a3600 i2000SR Tube 'caiiie,--' a3600iAPS Centriruge Bucket Insert i

a3600/APS Centrffuge Grease I

a3600/APS Hex To~j Kit"" .... . _._------;

ListNbr

07001-40 07Pl0"{)1

07Pll·0l 07P12..{)1 07L 14-02 07L2t·Ol 07l24·01

Estimated Total

Estimatod Qty Over Term

4 5 '7

1 4 r--- ---._- .. -1 1

Price per Unit

$270 $85

I -~-$-59---S690

51.400 - ---$175 $51

Estimated $ Over Term

51,080 $425 --- -S4E'---~ S690

$5.600 --

5175 $51

$8,434 ... .. Purchase pnce reflects Ihe Ihet! currenl !lsi pnce iJnd IS subject 10 change, Customer ~clual pnce Will be /)~s&d onllsl pacmg at Ihe time of pult;hase .

AGREED TO AND ACCEPTED THIS:

CUSTOMER: ---------------------

SignatureJOa!e

Print NamelTille:

~ 2004·2011 Abbott Laboratories, R2006.()2R1/AFl'S Automation PriceExi!}lt

-:--:-=:c-::=-:~--=-~--:-c:-:- '".--- .. - .~ .... ---~ .. -ABBOTT LABORATORIES INC. DIAGNOSTIC DIVISION!

It) /! ~/--:J_ /-f:ttt '-[: 30/11.{ .. -----, ·----·1 j

~--4.'7/

Page2of2

INSTRUMENT MANAGER

PRICE EXHIBIT

INSTRUMENT MANAGER PRICE EXHIBIT A •• UI. OIAGN<,>,,"C UIVISIuN, ... BBOn ,-"BORA TORIES INC . o-S~l, en .. , 100 ABDon PARK ROAO, Asson I'AR.;(,ILUr-OIS 600E'~OSS AODCanhaCUng@.bboll.com FAX !l.4Tw9JII-1SJ,9

Shipping Addt ... t"Cuslomer")' IlIlIng Addr .. s: Nime San Joaquin General HCSpiial Ham. Son JoaqUin Genoral Hospital Addr ... r 500 Hospital Rd_ Addre.,. 500 Hospital Rd, City, 8tatc, ZIP Fnm<;/1 Camp, C. , 9 S231 City, SC.te, ZIP French Camp. Ca. g-5231

Cuslomer Number (s) I 50014141 .IIone 209-466-3255

Matlonal Account "flllletion I Novation Purchase Order No. Customer Polnl of Conhl"t -F Sam Hubbi Sal •• Rep I Territory MlclJael Han'len Prepared By AI Akiyama Contract Te .... (Years) 7

Date 011:16114

Instrument Managor Packago Options

Instrument Manager Modular Options

l!'Istl"l ment Manager Product Description I List Nbr Quanllly Prtce per Unit Commitment $ Inslrument Manager 8ase Software 01P63-25 1 $1,145 S1,145 Spacimen Mal18gement I 01P63-93 1 S10,785 510,765 speCImen Routing o lP'63-~O 1 ~4,860 $4,860

Moving Alierages - Production 04P61-02 1 $1,700 $1.700 OOBr: Driver 01P63,94 1 $2.660 52.660 AbOOttlnstrumentlM Interlace Connectlon(s) 01P63-55 6 52,660 $15,960 LtS Connection(.) 01P63-55 2 $2.660 55.320 other connecllons (WOfI(stallon, t'I',nler, EtC.) 01P63,55 2 ~2,6Q\) $~,~~O

In.trument Manager Concurrent User licens. 01P63-60 4 $2,475 $9,900 IIA Ridi""Jlnn~t IntOQratlon Lieons. (OC) 01PE)6.01 1 53,520 S3,520 M8I1IJat ReSUlts Entry 01P63-39 1 S2.475 $2.475

Purch.se Commitment 563,645

1M Test Enlilronment Modul .. Ust Nbr Quantity Price per Unit CommitmentS InWl.I\"Ienl Manager Ba •• SoI1war. -T •• ling 01P63-26 1 $-675 $675 ... Manual Results Enlry - Testing 01P6S-38 1 SI,380 $1.380 Specimen Management- Test.ng 01P63-SO 1 $6,305 56,305 Sf,'C1.ii11ftJS'J RQuting. Te~ting O,P53-S1 1 $2,e.lO S2,640

Moving Alilrllgl' - Tesbng 04PS1-01 1 $1,000 $1,000 OOBe Driver· T esti no 01P63.97 1 $1,460 SUBO tnstrument Manager Inlelface Connection - Testing 01P63-57 a $1,480 $11,840 Instrument Manager Concurrent US9l' liCGnse • Tuling 01P63-61 :2 $1,380 $2,700 1M Bidirec.tion"llnl<lgration LIcense - Te.~ng 01['66-06 1 $1,000 SUOO

Purchase Commitment $30,240

1M HOi Rackup Modi .... Ust Nbr Quantity Prt U I ceper nt Commit"",nlS HOI Back Up Software i 01P63-65 1 I $1,010 S1.010 Hot Back Up Cooneclion license I 01P63-70 10 I S185 $1,850 Hol Back Up Concurrent User Licen,. I 01P63-75 4 I $450 $1,800 Hot Back Up OOBC Connection I 01P63-63 1 I S260 $260

Purr.h."ft CnmmUment «,..20

Hard_ .. U.I Nhr Quantity Commit men! S Command Ciinter wi S Screen Connectiens (Display Screen Net Indudedl TBO I 1 55,000 55,000 Serial Cable. 7ft (21m) 01P63-86 I 7 580 $580 Lanlronix USB Device SeJVef (2 Port) 01P63·82 I 2 5200 $400 Lantnonix USB Device Server (4 Pon) 01P63-63 I 2 5:240 5480

Purchlll~1(t Commitmoot $',440 .. Addlbona. Services

Installallon and Training LlstNbr Quantity Price per Urnt COIl11mltment$ Inatrumentldana~rlnSiatlati"n (Tot.1 Oays) "_ " ___ 8_. . +---~~~~:}~- -- - 25 __ ~I,OOO $25,000 ir~~Trurnt;,t 'Milna~ B.asic Customer Training 2 S2:.14~

-$4.290

-Classroom training - includes 1 training slotler 5 day $tandard training and rul.s writing.

Purchas. Commitment '$29,290

AnollatPrtce Total Annual 1M Servlc. & Support Package Total SoMc. (Yrs) per Unit Paymenr Payrr nt Frequel1CY tnstrument Manager Base Sollware I 7 $18,500 $18,500 Annual

NON,EMERGENCY TELEPHONE - BUSINESS HOURS COVERAGE, Monday-fridey, 6;00 AM to 5.00 PM eDT, c~cluding Fedornl holida)(~.

EM ERGENCY TELEPHONE COVE RAGE: 2,( hours, 7 days per wee~. 365 days I

por year. An emergency requeslls ayailable on any live Instrumenl Manager .1$1em where a ponion 01 system has become nOrHlperativ. and is affecting cri~callaboratory funclion

QC Connectivity Annual Supp.or'l I 7 $1,200 SI,200 Annual Servlc. Commitment $19,700

€I 200.-2011 .e..bboU labcralolies, R20Q1..Q2R111m.(rumcnl MiI~.gtl PnccE.:ibit Pag.l t;)f 2

INSTRUMENY MANAGER PRICE EXHIBIT ABBOTT DIAGNOSTIC DIVISION. ABBOTT lABORATORIES INC. 0-9". C~I"". lQOAIl90rr f"ARKROAD. AI! 9 OTT PARK. ILLINOIS 60~.·E09SADDCon.lKt'''II@.b'oil.C()", FA : 847-93a-/5311

Shipping Addr ••• ("Cu.tomer"j: Billing Address: Name I San Joaquin General Hospital Name I San Joaquin General Hospital Addre .. 500 Hospital Rei Addres. 500 Hospilal Rd.

City, 8t"te, ZIP French Compo CiJ, 95231 City, 5-t_te, ZIP' I

FranCf1 Camp. Ca • 95231

Customer Number (sl 50014141 Phone I 209-468-3255 National Account Affiliation Novalion Purchase Orde, No. Customer ,"oint ot Conlect Sam Hubbi Sales Rep I Territory Michael Hansen prepared By AI Altiyama Contract Term (Year.) 7

Dato 01126/1~

1M 011'0' Summary Commitment $ ISoflware/Harclware Tolal ~105.245

S2".290 ----._---- .. _-------------- -$19.700

Yoar 1 TotalL-_;..Sl;;.;;5;..;4",.2;;;.35~_ ...

AGREED TO AND ACCEPTED THIS;

CUSTOMER:

PMI NameITllle:

() 200-4·2011 Abbott Lat>ora!oriH. R2007·02RtAm,bumanl Manage-r Pric~E-.:ibil Pag.2012

INFORMATICS

CONSULTING SERVICES

PRICE EXHIBIT

INFORMATICS CONSULTING SERVICES PRICE EXHIBIT ABBOTT DIAGNOSTIC OIVlSIOt-i. ABBOTT LABORATORIt;S INC .• O·~3. CPI.~. 100 ABBOn PARK ROAD. ABSOT PAR,. ILLINOIS ~4·6095 ADOCoolroolin9·V/.bbol com FAX: M7·938. 753~

Shipping Address ("Cu .. tomer"\: Billing Address: Nam. San Joaquin General Haspilal Name San Joaquin General Hospilal Addres. 500 Hasp"al Rd. Addreu 500 Hospital Rd. I City, State, ZIP french Camp. C •• 952Jl Clly, State, ZIP I FrenCl1 camp. ca ,9~'3·1 _._--- -Customer Number (a) 50014141 Phone I 209-468·3255 National Account Affill.tlon Novation Purch" •• Ord ... N;;~- I

. Customer Point of Contect Sam Hubbi S.I •• Rep I Territory I I

Micm.el Hansen -Contract Term'Tv.-.rs) Prej:l.red 8y_ . AI Akiyama 7 Date

'.

11120113

Inform.tics Consulting Services List Nbr Quantity Prlco per Unit Co~mltment $ INCC AuIOVo)fification Consulting Service (Base Rule Sel) I 01004·60

rf'rOVKleS "ase ruee set conngure~ to me Customers requirements. implementation guidance snd documentalion as well as 2 days of re mote Iralning.

52.700 I J52.700

Immunoassay Auloverificalion Cons~ing Service (Base Rule Sel) 01004·60 0 I I $0

Clinical Chemis1y Autoverlficafion Consulling Service (Base Rule Set) 01004·60 0 I .=;t; $0 Hematology ConSulIing Service (Base Rule Sel.nClvalng remote ",stall ..,Q

eonfi\luration 001 up 103 inslrumenls) 010004·62 0 • ~$O::""' __ -I 3rd Party OnwrlConecUon Confog & I.wall __ 01OD4-~_=r= __ ~ ___ . ____ : - - ~ __ _ Duplicate 3rd Party DriverlConnecliclO Inslall 01004-64 To. l' $0

Inronnatics Consulling [folal Hours) 010004-'10 I 99 $160 I $15.840

. .. I~n-Slle consultation. Minimum 5 hours. (Ex.Consulting holliS ror US l k-,::onversion. server conversion. LOINC consulling. customized ' cOl\oulllng. etc.) See Sialamani 01 Work lor dolail.. . "--'-"0 i

Cuslom Autoverification Rule Set Development I 01004 .. 61 • $0

I :ucerse lee for groups of rules included in the boase ru~ set l'ItIen !he I ' IuH Autoveriflcation Cons ulting 5 ervk:e (Base Rule Set) Is not purchased. See related Stalement of Work.

InlormaUcs Con.ullalion. Oo·S"o (Total 03yO) I 01004-42 3 1.8[)O I 1s5.~OO

I Minlml.ll1 012 days mquired. See Stalemenl of Work for details. I Purchas. Commitment I ~73.940

AQREEO TO AND ACCEPTEO TillS:

CUSTOMER:

SignatureJDale:

Print NamelT~le:

ABBOTT LABORATORIES INC. DIAGNOSTIC DIVISION

S~natureID.I.: 7.:'~.LJ, fq;d~t-t}l(fL{ PMnt Namem:c{,7_S~2(>::,;.:~;; tf (T -/t1fi

((} 2004·2011 Abb'otl Latloratoli~s. R2007-1l2RlIInstrumentt Mana~er PnccE xJbd Page I 01 1

CONSULTING AGREEMENT

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this "Agreement"), made as of the 14th day of April, 2014 ("Effective Date"), hy and bet\veen Abbott Laboratories. having its principal place ofbusiness at 100 Abbott Park Road, Abbott Park, IL 60064 ("Abbott") and San Joaquin General Hospital, having its principal plac~ ufbusilless at 500 W. Hospital Rd, French Camp, CA 95231-9693 ("Slim Joaquin General Hasp i tal") .

WHEREAS, Abbott has expertise in clinical science and laboratory process management including but not limited to the Informatics Professional Services product; and

WHEREAS, San Joaquin General Hospital w'ishes to retain Abbott to provide consulting services ("Services") as specifically set forth in an individual Statement of Work; and

WHEREAS, Abbott desires to provide the Services to San Joaquin General Hospital;

Now, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and upon the terms and subject to the conditions set iOlth below, Abbott and San Joaquin General Hospital herehy agree as follows:

1. Services

1.1 During the term of this Agreement, Abbott shall provide the Services as described in and pursuant to the Statement of Work, which shall be mutually agreed upon by the parties and attached hereto find incorporated herein as Exhibit 1. San Joaquin General Hospital acknowledges that certain Services will be provided by Data Innovations, LLC ("Dala Innuvalions") UII bdJalf uf, and pursuanllu a st:paralt: agreement with, Abbott. For purposes of this Agreement, all references to Abbott contained herein shall include Data Innovations to the extent that it provides any Services.

1.2 As consideration for the Services provided by Abbott to San Joaquin General Hospital hereunder, San Joaquin General Hospital shall pay Abbott according to the dates and amounts set forth in the Statement of Work ..

1.3 As part of its Services hereunder, Abbott may provide Sun Joaquin General Hospital with Rules­Based Decision Processing services ("Rules Based Services") which may include: (a) consulting and/or training San Joaquin General Hospital on designing and developing rules and algorithms of San Joaquin General Hospital own creation. San Joaquin General Hospital agrees and acknowledges that the content of any algorithms, and any corresponding results and actions, shall be solely San Joaquin General Hospital rtlspullsibility. While Abbott may provide San Joaquin General Hospital wi,h Services including consulting, training and/or predefined algorithms and rules to implement certain paralneters for processing patient test results, San Joaquin General Hospital agrees that the tinal ide1tified parameters shall at all times be determined by, and be the sole responsibility of, San Joaquin General Hospital. San Joaquin General Hospital shall not, under any circumstances, rely upon Abbott to make final detenninations regarding the content or direction orany San Joaquin General Hospital rules or processing decisions.

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2. Materials

2.1 San Joaquin General Hospital does not and shaH not acquire any ownership ri$ht, title or interest in and to any material used by Abbou by lil.:\::llse of Data. Innovations Inc. or any Abbo~t created material. Such materials include but are not limited to algorithms, predefined rules and validation templates, etc., and all modifications and enhancements thereof and thereto (including ownership of all trade secrets and copyrights pertaining thereto) which are provided to Sail Joaquin General Hospital under the Statement of Work, subject only to the rights and privileges expressly granted to San Joaquin General Hospital herein. This Agreement does not provide San Joaquin General Hospital with title to or any ownership of Abbott's or its licensors' material, but only a right of limited use as set f0I1h herein. San Joaquin General Hospital shall not share, copy, transfer or otherwise disseminate any material(s) to any person that is not a party to this Agreement.

2.2 The use granted tor the materials provided by Abbott to San Joaquin General Hospital shall be limited to the scope ofthis Agreement. San Joaquin General Hospital shall not distribttte, copy, or use the material for any purpose whatsoever beyond the scope of this Agreement, except for aJ'Chivai purposes granted under the Copyright Law of the United States.

2.3 San Joaquin General Hospital acknowledges that Abbott shall have sole and exclusive ownership of all right, title and interest in and to all of its proprietary information, including but not limited to concepts, designs, documentation, reports, data, specifications, source code, object code, flow chal1s, file record layouts, databases, inventions, know-how, show-how aIIlllraut: st:(.;rt:ls, whetltt:r or not patentable or copyrightable and copyright material, including algorithms, predefined rules and validation provided to San Joaquin General Hospital under this Agreement and allll1oditications and enhancements thereof, subject only to the rights and privileges expressly granted to San Joaquin General Hospital herein. This Agreement does not provide San Joaquin General Hospital with title to or ownership of such copyright material, but only a right of limited use as set forth herein. The right of limited use granted for the material provided by Abbott to San Joaquin General Hospital is nontransferable.

3. Confidential Information

Any Confidentiallntonnation (as defined below) disclosed by the disclosing p~rty to the receiving party shall not be disclosed to a third party by the receiving party and shall not be used for any purpose other than as indicated in this Agreement unless the receiving party has the prior written consent of tht: disclosing palty. "Confidential Intormation" includes (a) non-public infonnation with respect to any of the disclosing party's existing or contemplated products, marketing plans, processes, techniques or know-how, sales data or any information or data developed pursuant to the performance of the services provided hereunder; or (b) information transmitted in writing or other tangihle form and clearly marked as "Confidential". All such Contidential Information shall be kept confidential by the receiving party using the same degree of care it uses 10 plUl~1.:1 its OWl! I.:lJldide/llial information. This uuly urlloll-(jis(;losur~ shall be binding on the receiving party for five (5) years following the effective date of termination or expiration of this Agreement; provided, however, that if Confidential Information is dis<\:losed by the disclosing party as a "trade secret," the receiving party shall have the obligation of nondisclosure until such trade secret is no longer maintained as such by the discloosing party. Such obligation of non­disclosure shall not apply to information \vhich: (a) is or becomes part of [he pubic domain through no fault of the receiving party; (b) was known to the receiving party before disclosure by the disclosing party, as evidenced by the receiving party's written records; (c) was subsequently rightfully obtained from

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a third party without an ohligation of non-disclosure; or (d) is independently develope~ by or for the receiving party as evidenced by its written records, without reference to Confidential Irformation received from the disclosing party.. :

4. Representations and Warranties

4.1 Abbott represents and warrants that: (a) it is under no obligation to any third party that would conflict with Abbott rendering professional services to San Joaquin General Hospital; (b) there are no outstanding agreements, assignments or encumbrances in existence to which it is a party, which are inconsistent with the provisions of this Agreement; (c) it has the full right, power and corporate authority to enter into this Agreement and to make the promises set f011h in this Agreement.

4.2 San Joaquin General Hospital represents and warrants that: (a) there are no ollltstanding agreements, assignments or encumbrances in existence to which it is a palty, which ar~ inconsistent with the provisions of this Agreement; and (b) it has the full right, power and corporate authority to enter into this Agreement and to make the promises set torth in this Agreement.

4.3 San Joaquin General Hospital agrees and acknowledges that the content of any algorithms, and any corresponding results and actions, shall be solely San Joaquin General Hospital's responsibility. While Abbott may offer San Joaquin General Hospital consulting, training and/or predefined algorithms and rules to implement certain parameters for processing patient test results, San Joaquin General Hospital agrees that the final identified parameters shall at all times be. detem,ined by, and be the sole responsibility of, San Joaquin General Hospital. San Joaquin General Hospital shall not,. under any circumstances, rely upon Abbott to make final determinations regarding the content or direction of any San Joaquin General Hospital rules or processing decisions.

4.4 ABBOTT MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY ALGORITHMS OR THEIR CONTENT, rMPLEMENTED VIA ITS SERVICES. EXCEPT AS EXPRESSLY PROVIDED IN TI-IIS AGREEMENT, ABBOTT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR CUSTOM, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES BEYOND THE DESCRIPTION OF THE FACE HEREOF.

5. Indemnification

5.1 San Joaquin General Hospital shall defend, indemnify and hold hal1nless Abbott and its subcontractors, including but not limited to Data Innovations, and their respective oftkers, directors, managers, members, employees, parents, affiliates, agents and representatives ("Abbott Indemnitees") from and against any and all demands, claims, actions, suits, judgments, decrees, proceedings, liabilities (including attorneys' fees), losses, damages and expenses (including court tees, legal costs 01' similar out of pocket expenses) ("Claims") arising out of, relating to, or in connection with the processing of, or action taken by San Joaquin General Hospital with respect to its use of the Services, as well as any Claims alleging any loss or damage to property or injury to or death of any person.

5.2 OTHER THAN FOR SAN JOAQUIN GENERAL HOSPITAL'S BREACI-I OF SECTION 2, THE MAXIMUM LIABILITY OF SAN JOAQUIN GENERAL HOSPITAL TO AB~OTT INDEMN ITEES FOR DAMAGES FOR ANY AND ALL CAUSES WHA TSOEVEl}, AND ABBOTT

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INDEMNITEES MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACT~ON, SHALL BE LIMITED TO THE TOTAL FEES PAID BY SAN JOAQUIN GENERAL HOSPITAjL TO ABBOTT FOR THE PORTION OF THE SERVICES GIVING RISE TO ANY CLA1M. .

5.3 Abbott shall defend, indemnify and hold harmless San Joaquin General Hospital, its officers, directors, employees, parents, affiliates, agents and representatives ("San Joaquin General Hospital Indemnitees") from and against any and all demands, claims, actions, suits, judgments, decrees, proceedings, liabilities (including attorneys' fees), losses, damages and expenses (including, without limitation, court fees, legal costs, and similar out of pocket expenses) ("Claims") arising out of, relating to, or in connection with any allegation that any Statement of Work Deliverable (as such is defined in the applicable Statement of Work) infringes the copyrights of any third party, provided that: (a) San Joaquin General Hospital promptly notifies Abbott in writing of such claim; (b) Abbott has sole control of the detense and all related settlement negotiations; and (c) San Joaquin General Hospital provides Abbott with reasonable assistance, information and authority to perform the above. ABBOTT SHALL HAVE NO LIABILITY FOR ANY CLAIM OF INFRINGEMENT TO THE EXTENT SUCH INFRINGEMENT RESULTS FROM: (I) ANY INFORMATION, DESIGN, SPECIFICATION, INSTRUCTION, SOFTWARE, DATA OR MATERIAL PROVIDED TO ABBOTT BY SAN JOAQUIN GENERAL HOSPITAL; (2) SAN JOAQUIN GENERAL HOSPlTAL USE OF THE MATERIALS OR SERVICES PROVlDEDBY ABBOTT IN COMBINATION WITH ANY INFORMAnON. DESIGN, SPECIFICATION, INSTRUCTION, SOFTWARE, DATA OR MATERIAL NOT PROVIDED BY ABBOTT; OR (3) SAN JOAQUIN GENERAL HOSPITAL'S USE OF A SUPERSEDED OR ALTERED VERSION OF SOME OR ALL OF THE DELIVERABLES FROM THE STATEMENT OF WORK IF INFRINGEMENT WOULD HAVE BEEN AVOIDED BY USE OF A LATER OR UNALTERED VERSION OF THE DELIVERABLES THAT ARE PROVIDED TO SAN JOAQUIN GENERAL HOSPITAL BY ABBOTT.

5.4 IN NO EVENT SHALL ABBOTT INDEMNITEES BE LIABLE TO SAN JOAQUIN GENERAL HOSPITAL FOR ANY CONSEQUENTIAL DAMAGES INCLUDING ANY LOST PROFITS, LOSS OF INCOME, LOSS OF DATA OR CONTENT, BUSINESS INTERRUPTION OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATELJ TO THE SERVICES PROVIDED BY ABBOTT HEREUNDER, EVEN IF SAN JOAQUIN GENERAL HOSPITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.5 THE MAXIMUM LIABILITY OF ABBOTT INDEMNITEES TO SAN JOAQUIN GENERAL HOSPITAL FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND SAN JOAQUIN GENERAL HOSPITAL MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION. SHALL BE LIMITED TO AN AMOUNT EQl)AL TO THE TOTAL FEES PAID BY SAN JOAQUIN GENERAL HOSPITAL TO ABBOTT FOR THE PORTION OF THE SERVICES GIVING RISE TO ANY CLAIM.

5.6 IN NO EVENT SHALL SAN JOAQLlfN GENERAL HOSPITAL BE LIABLE TO ABBOTT FOR ANY CONSEQUENTIAL DAMAGES INCLUDING ANY LOST PROFITS, LOSS OF INCOME, LOSS OF DATA OR CONTENT, BUSINESS INTERRUPTION OR INDIRECT, INJCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELf\. TED TO SAN JOAQUIN GENERAL HOSPITAL'S USE OF ABBOTT'S OR ITS LICENSORS' 1ATERlALS OR SERVICES PROVIDED AS A DELIVERABLE (IN EACH CASE IN THE FORM ROVIDED BY ABBOTT AND/OR SUCH LICENSOR) PURSUANT TO THIS AGREEMENT. i

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6. Term and Termination

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1

I 6.1 This Agreement shall commence on the Effective Date and continue in full fqrce and effect for a period of 12 months. THEREAFTER, THrS AGREEMENT SHALL AUTOMATICALLY EXTEND FOR ONE YEAR PERIODS.

6.2 This Agreement may be terminated by either party for any reason upon thirty (30) days' prior written notice to the other party.

6.3 Expiration, te::rmillalioJl, cancellation or abandonment of this Agreement shall not relieve either party of any obligation accruing or arising prior thereto under this Agreement.

7. Miscellaneous

7.1 The relationship of the parties under this Agreement is that of independent contractors. Nothing contained in this Agreement or any Statement of Work is intended to create, and nothipg contained in this Agreement or any Statement of Work shall be construed so as to constitute the parties ~s partners. joint venturers, or employees or agents of the other. Neither party has any express or impli~d right under this Agreement to assume or create any obligation on behalf of or in the name ofthe other party. and no conduct of a party shall be deemed to infer such right. '

7.2 Without the written consent of Abbott, Customer, its officers, directors, employees, representatives and agents shall not, for a period of two (2) years fl.-om the date of termination of this Agreement, directly or indirectly solicit for employment or for the provision of any independent service, any Abbott employee or agent with whom Customer has had contact or who became known to Customer in connection with this Agreement or the Services; provided, however, that the foregoing provision will 110t prevent Customer from ~mployillg any such pt:rsoll who (i) responds to general sulicitatiolls tu hin: through the use of general advertising that is not specifically targeted at employees of Abbott or (ii) has been terminated by Abbott prior to commencement of employment discussions between Customer and such employee.

7.3 Except with respect to paymel1ts due to Abbott, neither party shall be liable to ~he other for any delays in performance due to circumstances beyond its reasonable control which could not be avoided by the exercise of due care. The time required for performance shall be extended for a period equal to the period of such delay. The party so affected shall give prompt notice to the other party of such cause, and shall take whatever reasonable steps are necessary to rei ieve the effect of stich cause as rapid Iy as reasonably possible.

7.4 If any provision of this Agreement for any reason slmll be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalidity, illega~ity or unenforceability shall not affect any other provisioll and this Agreement shall be interpreted and construed as if such provision. to the extent the same shall have been held to be invalid, illegal or unenforeeable, had never heen contained herein so long as the economic or legal subst.ance of the transactions contemplated hereby or thereby, as the case may be, is not affected in any manner adverse to any party. Upon such <.it:tt:rlllillation, the pm1ies shall negotiate ill good faith (0 agree upun a :;uitablt: amI equitable prov ision to effect the original intent of the parties.

7.6 The word "or" shall not be exclusive; the words "include." "includes" and "inclluding" when used herein shall be deemed in eadl case to be followed by the words "without limitation." 'jvherc the context hereto requires, the singul(lr number shall be deemed to include the plural and vice-vers~. Any table headings of Articles, Sections and Subsections have been added for the convenience of reference only and shall neither be relied upon in construing this Agreement nor be deemed to be a part herrof. Use of any

! i

5 I

gender herein to refer to any person shall be deemed to comprehend masculine. feminine and neuter unless the context clearly requires otherwise.

7.7 This Agreement shall be binding upon and inure to the benefit of the successors and assigns of each party. This Agreement cannot be assigned by either pal1y without the prior written consent ofthe other party, which consent shall not be withheld unreasonably; provided, however, that Abbott, without such consent, may assign or delegate its rights and oblig.ations, in whole or in part, under this Agreement to any of its affiliates.

7.8 Unless otherwise stated in the applicable Statement of Work, any notices required or permitted under this Agreement shall be in writing, shall refer specifically to this Agreement, and shaH be sent by recognized national or international overnight courier, confirmed electronic mail, or registered or certified mail, postage prepaid, return receipt requested, or delivered by hand to the following j:lddressees.

If to San Joaquin General Hospital: 500 W. Hospital Road French Camp, CA 95231-9693

If to Abbott: Abbott Laboratories Inc. 100 Abbott Park Rd. Dept. 943, nJd. CPl-4 Abbott Park, IL 60064

with copy to: Divisional Vice President and Associllte General Counsel Commercial Legal Operations Dept. 32MP, Bldg. AP6A Abbott Laboratories 100 Abbott Park Road Abbott Park, IL 60064-601 I Steven.gersten@abbott.com

7.9 No provisions of this Agreement or any Statement of Work shall be deemed :jtmended, supplemented or modified unless such amendment, supplement or modification is in 1-vriting and signed by an authorized representative of both parties.

7.10 No waiver will be implied from conduct or failure to enforce rights, No provisions ofthis Agreement shall be deemed waived unless such waiver is in writing and signed by the authorized representative of the party against whom it is sought to be enforced. Waiver by either party of any default by lht: other palty of any provisions of this Agreement shall not be deemed a waiver by the waiving party of any subsequent or other defau I t.

7.11 This Agreement and any Statement" of Work or other Exhibits, Schedules 01' Annexes hereto contain the entire agreement between the pal1ies with respect to the subject matter hereof, and supersede all previous agreements, negotiations, discussions, writings, unuf.:!rstandings. commitments and conversations with respect to such subject matter.

i 7.12 This Agreement and any Statements of Work may be executed in counterpal~' each of which shall be deemed to be an original, and all of which togetl1er shall constitute one and t e same agreement. Each party acknowledges that an original Signature or a copy thereof transmitted by csimile shall constitute an original signature for purposes of th is Agreement. .

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•

7.13 Notwithstanding anything to the contrary contained in this Agreement, the prbvisions of Sections 3, 4, 5,6, and 7 shall survive the tennination of this Agreement. '

7.14 No person or entity other than the parties hereto shall have any legal or equitable right, remedy or claim under or in respect of this Agreement, except Data Innovations is expressly made a third party beneficiary of this Agreement.

[SIGNATURES ON NEXT PAGE]

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IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its dtlly authorized representative as of the Effective Date. I

[ABBOTT I San Joaquin General Hospital

By' . L44 /;Y}. /Jeut- By: ____ ~-__

Date~=IIJU,IY Date: J -1.-/ ----------<----

Approved as to Form DAVID WOOTEN County Counsel

By~~~~~ ____ __ Assistant County Counsel

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DISCLOSURE

EXHIBIT

DISCLOSURE EXHIBIT ABBOTT DIAGNOSTICS DIVISION. ABBOTT LABORATORIES INC. D·943, CP1·4. 100 ABBOTT PARK ROAD, ABBOTT PA~K, ILLINOIS 60064.6095

_ .• ~ .. ~.·.".· .•. ~.~.~e.:.i~.·~:~r!s ... ~ ..•. ~.~ .. : .. -.... -... : ...•. :.:.-.... :·~:.:.!.:~·i~!1~~ ... ~.~.~ .. i.n .•. (.~.· ...• ~.~.C ... ·.·.~.a.:.·.~ ..•... ~.i.~ .. ~.:-.... : .•. ~.~.·.~.: ..•. i .• ~_.~.I .... -.... : ... ~ ..... ~.: ..•. = ...•......... ~..........j.~~X!~~~df:~~;. ···i:~3~:~~1~~~Qeral8.=~~iial .. ..... -_ ... "--" N';'bar of Doctor.! Beds - i "T::g~~~~!'!!~· ZIP .:::::': :.fr~nc;~~.?..n.}j)L~5~~.1.~. ... ....... __ .......... ..

. .. . ...... ....... . .. ... . ......... (29~):'!S.~:~;1?5_. ---CustOmer Number!;) .- .. l5001414 f' .... .. j Purchase Order No. Natio,;aiAccouiit AffiliatiOnl NovaiiOii·· .. ····· ................. _ ...... ::::::=::::.:: ........... :::: I::§~i~s·Rep (Tei!lj~ry·:::~: •• ·:·.:Eii~.H.~j~.6i:~:~9n.,·.L$KtA.·::.::-==::: ••. ·•·• - CuStomer'Poiot of cootaci" r" samer'HlibtiT''''- ; Initial Contract Term • Seven (7) years

1. THIRD PARTY ITEMS 181 Abbott and Customer have agreed to include additional item(s) of value in th is Agreement (hereinafter "Third Party It-ems"). Abbott

wlll reimburse Customer for any third Party Items listed below up to a total amount not to exceed the ~ount indicated below.; this amount shall be reflected as a discount against the total amount of Products purchased by Customer ~ereunder in accordance with Discount Disclosure of the Master Agreement. Within six (6) months after the Effective Date. Custom¢f shall submit a copy of any related invoice and Abbott sha II reimburse the Customer as stated above.

... .. '. . ... --. . . ~ Water/US Allowance per the $25,000.00 Novation A reement ._ _. _______ ._~ ___ ... ____ .... ____ . ____ ._._... '_". ___ ..

• Third Party Vendor Invoice reqLJired for reimbursement. This offer shall be considered null and void if pwper invoice not proviC,ed within one year of ttle Disclosure Exnibit Effective Date. .

DCK DCR~

2. ABBOTT ITEMS I.'8l As part of this Agreement, Abbott agrees to provide the additfonal item{s) of value (hereinafter· Abbott Items") as set forth in

Disclosure Exhibit .

• II":Ii'iWI· "'" •••

Ship-pina for the Architect EQuipment t+-----1 $10,00q.~Q Shi~ping fOf the Automation 1 ~$62'740.00

~E~q~u~lp~m~e~n~t __________________ ;-______ ~r ______________________ · .. ____ L,.,..,.-.,..-,-----=-...,.--..,...,..--:--:--""""'.L-.----'--_~ .. InclLJde name of Equipment involved with Ilem.

SPECIAL INSTRUCTIONS/COMMENTS:

t L _T_y_pe_in_l_hi_s_s_e_ct_io_n_a_s_n_e_e_d_e_d ____________ =~~~ __ -_--_-.~~=--_-_=~=_.-._-~~===~-_~_=~~=._--._-::_.==~~~~ __ ~.-I This Exhibit is hereby incorporated and made part ofthe Agreemenl. Any discount provided herein shall be considered a discount under Discount Disclosure of the Agreement.

EXHIBIT MUST BE SIGNED AND SUBMITTED WITH INITIAL CONTRACT DOCUMENTS. A SECOND SUBMISSION OF THE DOCUMENT WITH INVOICES WILL BE REQUIRED UPON COMPLETION OF ANY THIRD PARTY INSTALLATIONS.

AGREED TO AND ACCEPTED THIS:

CUSTOMER:

Title:

ABBon LABORATORIES INC. DIAGNOSTIC DIVISION

Title:

AUTOMATION VERIFICATION

I AUTOMATION AUTOVERIFICATION CONSULTING SERrlCES

sow# ____ _ oaJ Jan 302014

STATEMENT OF WORK

This Statement of Work is issued under Agreement dated as of Jan 30 2014 (the "Agreement") between Abbott Diagnostics ("Abbott") and San Joaquin General Hospital ("Customer"). This Statement ofWor~, as amended, modified, or supplemented, includes the terms and conditions of the Agreement, which are incorporated by this reference.

1. Project Overview and Goals Abbott Diagnostics middleware solution Instrument Manager (1M) is/will be in use at Oustomer. Customer desires Abbott to conduct Autoverification Consulting Services for Accelerator a3600 System and ARCHITECT analyzers connected to 1M for this single laboratory.

Implementation services will be for a single instance of Instrument Manager, a single ,f\ccelerator a3600 System and LIS system (Keane/NTT) for San Joaquin General Hospital. .

The goals of this service are to provide Abbott's Autoverification Consulting Services to facilitate the implementation of result autoverification by providing a base rule set, implementation guidance, and documentation for future reference. Rules are built from documented algorithms and configured to the laboratory's standard operating procedure. The Autoverification Base Rule Set is defined as follows:

A) Autoverification Base Rule Set for Abbott ARCHITECT analyzers conne~ted to Instrument Manager with 1M version 8.12 or higher. Autoverification Base Rule Set consists of up to and including the following steps/categories of rules:

1. Reference Range i. Sets reference ranges and evaluates results based on age and gender then

sets an abnormal High or Low flag for those outside of range. ii. Example: If iron resulted and patient is female, set ref~rence range to 25-

156ug/dL, or if patient is male, set reference range to t31-144 ug/dL, and flag if result is out of range.

2. Critical/Rerun Range i. Flags results which are outside of critical decision poimts for an assay,

adding comments, and/or holding results for manual Vlerification. ii. Example: If glucose resulted and results are greater than 275 mg/dL, rerun

to confirm result and flag result as critical. 3. Delta Check

4.

5.

i.

ii.

Rerun i.

ii.

Reflex

Reviews results against previous results, within a spepified period of time, to see if the valued have increased/decreased by a speqified percentage (or absolute) value. Example: Compare current CK-MB with previous CK-MB that is less than 3 days prior and flag current result if greater than 15% difference in result values.

Reviews assay dilution protocols and, if a dilution protocol is available, scheduled reruns with dilution when needed. Example: If glucose resulted and results are greater than 750 mg/dL, rerun glucose with 1:5 dilution.

i. Compares patient results against a list of assays, and~' if any test result is greater than a predefined value and a reflect test has been specified, orders that reflex test.

ii. Example: If TSH result is less than 0.35 or greater th n 7.2 then order FT4.

6. Serum Indices . i. Reviews serum indices and their impact on each defi~ed assay, adding

comments as needed and/or holding results from bei~g reported due to potential bias present. f

ii. Example: If potassium value is numeric and hemolysi is 2+, hold potassium for manual review, notifying operator of need for sam Ie redraw.

I , Consulting Agreement R2009 08RI Page I of7

I

AUTOMATION AUTOVERIFICATION CONSULTING SERYICES

7.

8.

9.

Specimen Integrity i. Checks assay results to determine if samples have b en collected

incorrectly (EDTA or IV contamination), or if the reque ted test is correct based on patient's age or sex.

ii. Example: If PSA resulted and patient is female, hold r suit and request order confirmation from physician prior to release.

Quality Control i. Checks QC samples to see if there are any QC failure~, and if so, holds

assay results until QC concern is resolved. . Instrument Exceptions

i. Prevents results that include an exception flag from baing used by any other rule, such as in delta check comparisons.

10. Instrument Flag (e.g., if/when needed)

11.

i. Reviews error flags coming from instruments and takes the necessary actions to address those concerns by scheduling reru

1s or dilutions.

ii. Example: Check if results are greater than linearity an if assay has dilution protocol available, rerun assay with dilution protocol.

Result Format ~. i. Rounds results to defined decimal points, or numeric t alpha (PaS/NEG),

and checks test units to confirm match of results to pr per units for reporting. ii. Example: Round potassium results to 1 decimal point.

12. LIS Format i. Formats results to comply with LIS requirements. ii. Example: If result is positive, set result to pas for release to LIS.

13. Validate or hold for review i. Final check to see if any flags are still associated with 4'1 patient result. If no

flags, then result is released to LIS for reporting. If there are flags, then result would be held for manual review.

ii. Example: If there are no test flags associated with res~lt, release for posting to LIS. .

14. Calculation Rules i. Performs predefined calculations used in clinical diagn<!>stics, including those

for AGAP, eGFR, globuline and BCR. I ii. Example: If urea and creatinine result are numeric, set! BCR equal to urea

result/creatinine result. 15. Custom Result Handling Rules

i. Rules with customer-specific workflow criteria. Perform$ specialized formatting or design to enable broader communication of autoverification rules across an entire system.

ii. Example #1: Critical Result rerun criteria. If GLU test (m this patient has had a critical result within 24 hours, flag the current result as critical but DO NOT order a rerun of that test.

iii. Example #2: LIS formatting rules that take a result of < a certain value and report it as a Negative.

iv. Specialized comments formatting to enable comments ~o be picked up by the LIS.

v. Example #3: Only comments preceded by an '*' will crqss the interface and be picked up by the LIS.

16. Orders Request Rules i. Creates an add-on order if a certain test is ordered from the LIS. ii. Example #1: If a creatinine is ordered, add-on a GFR order. iii. Example #2: If potassium is ordered, order test "Hemolysis Indice"

17. Cross-Analyzer Rules i. Evaluates results on a patient specimen run on more th}n one analyzer. ii. Example #1: If Troponin is ordered and Hemolysis resu t is 3+, then add a

test comment to Troponin "Specimen Hemolyzed". No that Troponin is run on the IA instrument and Hemolysis is run on the C instrument.

iii. Example #2: If CKMB is ordered, enable CK to be resul ed on one analyzer, and MB to be resulted on another analyzer. !

18. HIV Rerun and Duplicate Interpretive Rules

Consulting Agreement R2009 08RI

i. All HIV Rules are custom designed based upon individu~1 customer's workflow and standard operating procedures. !

ii. Example: Rerun HIV in duplicate is result is Reactive, htld original result, and order an automation track sorting test so tube will b output for manual centrifugation prior to rerun on the instrument. Evaluate duplicate results for

Page 2 of7

AUTOMATION AUTOVERIFICATION CONSULTING SER~ICES

19. final interpretation based on Customer's standard opetating procedures.

Hepatitis Rerun and Duplicate Interpretive Rules !

i. All Hepatitis Rules are custom designed based upon iidividual customer's workflow and standard operating procedure criteria.

ii. Example: Rerun HCV in duplicate is results is Grayzo e and evaluate duplicate results for final interpretation based on Custdmer's standard operating procedure criteria.

iii. All Hepatitis Rules are custom designed based upon individual customer's workflow and standard operating procedures.

B) Instrument Manager configuration will include the integration of the autoverification base rules into the automation management rules which include the following:

1. Handling of APS automation warning messages 2. Send cancel to APS for samples run locally 3. Architect Exception Handling (rerun, disable assay, rerun with dilution, etc.) 4. Input I Output Module sorting lane configuration 5. Status message configuration (includes sample receipt and sample

processingllocations

C) The Autoverification Base Rules set does not include the following custom rule categories, which are available as optional services within the price exhibit:

1. Hematology or Coagulation rules

D) LIS limitation may impact the functionality available as part of the base rule set described above.

E) Responsibility for any and all parameters, content and direction of any rules implemented via Instrument Manager through these services rests soles with the laboratory.

F) Any expansion to the solution either an Instrument Manager (connections and modules), or Architect (additional instruments connected to the automation line or Instrument Manager) post contract signature will require a new SOW and will be priced accordingly.

2. Project Scope In support of the above project goals, Abbott Diagnostics will provide an Informatics Technical Specialist/Consultant (ITS/C) to perform the following activities:

A. Provide data collection forms for Customer to complete. The data gathered is used throughout the project and is the basis of the rule set and associated 1M configuration.

B. Document algorithms for all assays to define the functionality of the rule set. C. Review documented algorithms with the Customer Medical Director (or designee) and Chemistry

Supervisor (or designee) and gain approval(s). D. Create the autoverification rule set based on data gathered and approved algorithms. E. Load the rule set in Customer's Instrument Manager system. F. Deliver audit trails from application test case scenarios for customer documen~ation. G. Deliver defined training to Customer Instrument Manager trained staff on the design, maintenance,

and verification of the rule set. H. Provide defined remote validation support. I. Provide defined on-site go-live support.

3. Project Details 3.1 Assumptions .

The following assumptions have been made for this proposal: [' A. Prior to execution of this proposal resources defined below will be na ed. B. Instrument Manager software version 8.08 or higher will be installed t Customer and

verified to be operational prior to loading the autoverification rule set. C. Date(s) and time for on site activities will be mutually agreed upon. D. Customer resources will be available to the Abbott ITSIC as necessa to facilitate

completion of tasks within the defined timeframe. E. Customer servers and thin clients hardware and operating system corfigurations meet all

required Instrument Manager specifications for the Instrument Mana~er version to be installed. I

Consulting Agreement R2009 08Rl Page 3 of7

I

AUTOMATION AUTOVERIFICATION CONSULTING SERtlCES

3.2 Resources and Responsibilities

Resource Responsi pility

1. Manage activities outlined in th Project Scope Informatics Technical 2. Prepare deliverables outlined in section 3.3 (project schedule,

Abbott SpecialisUConsultant standard algorithms, data collec tion forms, documented (ABT-ITS/C) algorithms, base rule set, trainir:lg)

3. Conduct final meeting to review installation and close engagement

1. Review and approve algorithms. Customer signature of algorithm acceptance is required prior to rules development

Medical Director by ABT-ITS/C.

(or designee) 2. Review and accept installed base rule set. Customer

signature for acceptance of the :rules set is required to document rules were delivered based upon approved algorithms.

1. Complete data collection forms 2. Review and approve algorithms, if needed and not completed

Laboratory Supervisor by Medical Director

3. Attend training, identify and schedule appropriate Customer Customer (or designee)

staff to attend training, if not already completed. 4. Review installation of base rule set 5. Complete all validation processes as required by Customer.

LIS Administrator (or 1. Assist LIS-related activities (order generation, result review, designee) interface configuration, etc.)

1M Administrator (or 1. Assist with granting Abbott remote access to the 1M system as

designee) necessary

2. Manage validation and "Go-Live" of base rule set

3.3 Deliverables The deliverables of this consulting engagement are:

A. A project schedule that includes: 1. Name(s) of the identified Customer resources as outlined above. 2. For activities that take place at Customer, arrival and departure date/time for the

Abbott representative, date(s) and times for on site activities. 3. Mutually agreed upon dates for all activities within scope of this engagement. 4. The project schedule is a working document that will be updated as necessary.

B. Data collection form(s) supplied by Abbott and completed by Customer. Completed data collection forms by Customer are required before algorithm documentation can begin.

C. Documented algorithms for each assay based on the data collection form(s). D. Customer Acceptance Form for approval of the algorithms and for final approval of

delivered rules. The first of two required customer signatures signi~es algorithm approval for rules development. The second required customer signature sisnifies the rules were developed and delivered per the algorithm approval. .

E. Autoverification rule set for the Abbott ARHITECT analyzers. This (.:leliverable will be provided as 1M configuration file(s) (gsb) that contains the autoveri~cation base rule set.

F. Documentation of audit trails from application test scenarios for cu*omer documentation retention. .

G. Documentation for training plan for Instrument Manager trained customer staff. H. Autoverification training checklist per customer trained resource for continuing education

credits.

Consulting Agreement R2009 08Rl Page 4 of7

AUTOMATION AUTOVERIFICATION CONSULTING SERtlCES

3.4 Estimated Schedule ! The following choronology does not take into account the availability of the p~rsonnel to complete the require tasks, but is supplied for planning purposes. Upon acceptance of this proposal, dates that are mutally agreeable for all activities will be determined and document~d in the Project Schedule deliverable. .

Activity Start Finish Duration Resource Day Day

Introduction (schedule, standard algorithms, provide data collection 1 2 1 day ABT-ITS/C forms)

Complete data collection forms and 3 22 20 days Laboratory Supervisor return to Abbott ITS/C

Create and document algorithms 23 37 15 days ABT-ITS/C configured for the laboratory I

!

I ABT-ITS/C (3 days)

38 42 5 days Customer (5 days) Review and approve algorithms Medical Director, Laboratory

Supervisor, LIS Administrator

Create 1M configuration/base rule set 43 62 20 days ABT-ITS/C

Load 1M configuration/base rule set 63 67 5 days ABT-ITS/C

into 1M system 1M Administrator

Train Customer Instrument Manager 68 71 4 days ABT-ITS/C Trained Resource(s) - On-site

Customer Acceptance of Rule Set 72 72 1 Day Customer

Medical Director

-- --

Customer

Customer Validation of Rules 73 82 10 days Medical Director, Laboratory

Supervisor, LIS Administrator

On-site Go-Live Support 83 85 3 Days ABT-ITS/C !

I

3.5 Location of Services i For this consulting engagement, all activities defined in the project scope will tfke place remotely, with the following exceptions: i

• Introduction of project will take place on site at Customer. i Review and approval of documented algorithms will take place on sit~ at Customer. Loading of 1M configuration/base rule set will take place on site at Customer. Training of Customer staff will take place on site at Customer. Go-Live support

Consulting Agreement R2009 08Rl Page 5 of7

AUTOMATION AUTOVERIFICATION CONSULTING SER~ICES !

4. Customer Training ; Customer Autoverification Consulting Services rule set training will consist o~on-Site training to be provided at time of installation of the rules. Maximum number of trainees will be 2 Instrument Manager trained customer resources. Training will consist of - 8 hours of in truction and overview along with -24 hours of hands-on operation of rules with ABT-ITS/C providin guidance and support.

5. Customer Validation Support Customer is solely responsible for developing a validation plan and performing a validation process that meets all required government, commercial, and internal standard operating procedures. Abbott will provide support to assist with system functionality. Validation support during will be limited to no more than 24 hours of remote support. If Autoverification Consulting Services were purchased in conjuction with a new Instrument Mangaer and/or Automation implementation, the validation support times for both services combined will not exceed the greater of the two stated validation support durations.

6. Customer Go-Live Support Go-Live is defined as the time at which the autoverification rules are moved into the production environment and the customer begins reporting the first results through the rlflles. Go-Live support will consist of troubleshooting support/guidance for the customer resources that attended the autoverification rules training. Abbott will provide on-site go-live support with the following resources and defined time:

Informatics Technical Specialist (ITS) - On-site support not to exceed 24 hours.

7. Test of Record (Post Go-Live) Support Test of Record (acceptance) is defined as the time at which the Customer's solution will be determined as a clinically acceptable laboratory approved glucose result being produced through the system. Test of Record (Post Go_Live) support/consulting consists of any phone, email, or other support related to the base rule set provided by Abbott ITS/C.

Informatics Technical Specialist (ITS) - Remote support not to exceed 20 hours within a 90 days of Go-live date.

8. Limited Use The delivered rule set and Instrument Manager global configuration (gsb file) is limited in use to the Customer location indentified as "Customer". Customer agrees the delivered rule set and/or global configuration will not be distributed outside this installed, licensed instance of Instrument Manager for which it was designed.

9. Project Completion This consulting engagement will be considered complete upon submission of all required deliverables to Customer from the Abbott ITS/C. Project completion timeline is estimated not to exceed 85 working business days post project introduction meeting pending attainment of project milestones within timelines established. Any miss in milestone attainment will shift project completion dates. The entire project will not exceed a total duration of 160 calendar days. After 160 calendar days, Abbott resources will be based on availability. Full dollar amount of contracted services will be due in full after 160 calendar days. Additional Abbott ITS/C resource services will be billed at the then current hourly billed service rates.

10. List of Applicable Documents Adherence to government and commercial guidelines to include but not limited to the following: o College of American Pathologists Standards o CLiA '88 o Joint Commission

This information is confidential and should be treated as such.

Consulting Agreement R2009 08RI Page 6 of7

AUTOMATION AUTOVERIFICATION CONSULTING SERtlCES

11. Change Management i The scope change request process will be the vehicle for communicating Chige. Either party may initiate a change request. Both parties must review the proposed change an either approve or reject such change in writing prior to proceeding with any change to this SO . Only the following individuals are authorized to make and/or approve changes. !

Abbott: __________ _

Customer: __________ _

12. Reviewed and Approved for content, charges and expenses.

CUSTOMER OWNER:

By: _________ _

Name: _________ _

Date: _________ _

13. Acceptance

OUR AGREEMENT: This Statement of Work and our existing Agreement, form the basis for our agreement. Please sign your acceptance by signing below.

ABBOTT LABORATORIES SAN JOAQUIN GENERAL HOSPITAL

BY'r~~ £.7-edl pri~ Name: ...J c&&.~ H b- -;J 4r7-

By: __________ _

Printed Name: ________ _

Title: _~-'-'--'-"'-'-~_'_ __ _'__ __ _ Titre: ___________ _

Date: ___ LfJ-..f(--,,"3.JLaf-0~L{L--___ _ I /

Date: ___________ _

Consulting Agreement R2009 08R! Page 7 of7

ACCELERATOR & INSTRUMENT MANAGER

ACCELERATOR & INSTRUMENT MANAGER SINGLE-SITE IMPLEMENTATION SERVICES

STATEMENT OF WORK

SOW# ____ _ Date: Upon Contract Signature

This Statement of Work is issued under Agreement dated as of Jan 30 2014 (the "Agreement") between Abbott Diagnostics ("Abbott") and San Joaquin General Hospital ("Customer"). This Statement of Work, as amended, modified, or supplemented, includes the terms and conditions of the Agreement, which are incorporated by this reference.

1. Project Overview and Goals

Customer desires Abbott to implement a laboratory automation solution that consists of thE! Data Innovations Instrument Manager product, the Abbott Accelerator Automation Processing System ("A3E100") product consisting of various modules, and a various number of Abbott Architect analyzers. Implementation Services will be for a single site with a single instance of Instrument Manager, a single A3600 System, and a single LIS system as identified below.

Instrument Manager Abbott Diagnostics middleware solution Instrument Manager (1M) from Data Innovation is/will be in use at San Joaquin General Hospital principal place of business at 500 W. Hospital Road, French Camp, CA 95231-9693 ("Customer"). Customer desires Abbott to implement Instrument Manager to provide connectivity/communication between Abbott Architect analyzers, the Accelerator a3600 and the Customers LIS product, Keane/NTT ("LIS").

The combined components of Instrument Manager, Architect analyzers, and the Accelerator a3600' make up the Automation System/Solution. Any expansion to the solution either an a3600 track expansion (additional modules), Instrument Manager (connections and modules), or Architect (additional instruments connected to the automation line or Instrument Manager) post contract signature will require a new SOW and will be priced accordingly.

This configuration will include specimen routing and management rules to include the following: 1) Connectivity to all analyzers connected to the a3600 2) Handling of a3600 automation warning messages 3) Send cancel to a3600 for samples run locally 4) Architect Exception Handling (rerun, disable analyzer, rerun with dilution, etc.) 5) Input / Output Module sorting lane configuration 6) Status message configuration (includes sample receipt and sample processing/locations 7) This configuration does not include auto-verification rules unless purchased as defined in the price

exhibit. See Automation Autoverification Statement of Work document.

Accelerator a3600

The Automated Processing System "a3600" system implementation will be completed bas$d upon final agreement of CAD design which will reflect modular components and layout of system, facilities requirements (electrical, water, drains, air compressor, etc.), and positioning within Customer's laboratory space. The a3600 system will be ordered once final CAD drawings are agreed upon and signed by both Custcpmer and Abbott.

Consulting Agreement R2009 08R1 Enter Customer Name Here Page 1 of 7

AUTOMATION & INFORMATICS SINGLE SITE IMPLEMENTATION SERVICES

Accelerator Processing System "a3600" Qty

Tube Storage and Retrieval Module "SRM" 1

InpuUOutput Module "10M" 1

Centrifuge 2

Decapper 1

Resealer 1

RIM 1

ROM 1

Future Instrument Slot 0

Analyzers

1 I

,

,

The analyzers to be connected and operational through the a3600 system are identified by ~ype, quantity and location on the signed CAD as described in the Accelerator a3600 section.

Analyzer Model Qty I Architect - i1000SR

Architect - 12000SR 2

Architect - c4000

Architect - c8000 2

Architect - c16000

2. Project Scope In support of the above project goals, Abbott Diagnostics will provide resources to perform the following activities:

A) Provide a Project Charter 8) Provide a Project Schedule C) Provide data collection forms for Customer to complete. The data gathered is ~sed throughout the

project and is the basis of the rule set and associated 1M configuration. D) Provide Instrument Manager hardware & system specifications for server build, E) Review setup and complete configuration of InpuUOutput Module based on Customer's specimen

categories and volume. F) Create global configuration for Automation System. G) Install a3600 hardware and integrate Architects to Automation System. H) Install Instrument Manager and integrate to Automation System. I) Perform Automation System site qualifications prior to tuming system over to for Customer

Training. J) Deliver Customer Training in a train-the-trainer approach as defined. K) Provide remote validation support as defined. L) Provide on-site go-live support as defined.

Consulting Agreement R2009 08R1 Enter Customer Name Here Page 2 of 7

AUTOMATION & INFORMATICS SINGLE SITE IMPLEMENTATION SERVICES

3. Project Details

3.1 Assumptions The following assumptions have been made for this proposal: A. B.

C.

D.

E.

F.

G.

H.

3.2

Prior to execution of this proposal resources defined below will be named. Servers meet minimum hardware and operating system specifications for Instrlument Manager as provided. Thin clients meet minimum hardware and operating system specification for Instrument Manager as provided Remote access to Instrument Manager servers will be granted to Abbott for illlplementation and support ; LIS robotics interface available to enable communication/connectivity as desir,d by customers workflow and needs. i Customer site location will meet all required specifications for a3600 hardware! installation based upon approved CAD. i Customer facilities (power, water, drains, electrical, etc.) will meet all required tpecifications for a3600 & Architect installation based upon approved CAD. i Date(s) and time for on site activities will be mutually agreed upon and custo~er resources will be available to the Abbott as necessary to facilitate completion of tasks within the defined timeframe as managed by the Abbott Project Manager. :

Resources and Responsibilities

Resource Responsibility

Project Manager 1. Create and Manage activities in the Pro ect Scope via Project

(ABT-PM) Charter and a customized project task list.

Informatics 1. Manage and perform Instrument Manag ~r specific activities outlined

Applications Specialist/Consultant

in the Project Scope as defined in the c stomized project task list.

(ABT-IAS/C) 2. Perform system qualification procedure .

1. Manage and perform a3600 Specific ha dware activities outlined in Automation Technical the Project Scope and customized proje t task list. Specialist (ABT -ATS) 2. Perform system qualification procedures to ensure readiness for

Abbott customer validation to begin.

1. Assist and support implementation of thE entire system, Instrument Core Lab Specialist Manager, Automation, and Analyzers (ABT-CLS) 2. Provide on-going local field service supp prt based upon service

level contained in service agreement do umentation.

I

1. Conduct on-site customer training for au omation system to include

A3600 System Instrument Manager, Automation, and A alyzers. Instrument

Customer Trainer Manager and Analyzer training is supple inental to Dallas based customer training.

2. On-site training is conducted in a train th trainer model approach.

Medical Director 1. Review and accept functionality of syster~.

(or designee)

Customer Laboratory Supervisor 1. Complete data collection forms (or designee) 2. Review and accept functionality of system, if needed and not

completed by Medical Director I

Consulting Agreement R2009 08R1 Enter Customer Name Here Page 3 of 7

AUTOMATION & INFORMATICS SINGLE SITE IMPLEMENTATION SERVICES

3. Attend training, identify and schedule ~ppropriate staff to attend training, if not already completed. I

4. Complete all validation plans and procJsses of automation, Instrument Manager, and analyzer sol tions.

i I

1. Hospital or Lab IT resources support US-related activities (order generation, result review, interface configuration, etc.)

LIS Administrator (or 2. Oversight and management of server hardware and operating designee) system utilized by Instrument Manager

3. Internal Hospital or Lab IT resources a~e required for several specific areas of the implementation

1. Maintains Instrument Manager applicatjon and configuration 1M Administrator (or 2. Assist with granting Abbott remote aCC$SS to the 1M system as designee) necessary

3. Manage validation and "Go-Live"

3.3 Project Milestones and Deliverables In support of the above project goals, Abbott will provide the resources as identifi¢d in section 3.2 Resources and Responsibilities to perform the following milestone activities and associated deliverables:

A) Create a Project Charter to be signed by both Abbott and Customer 8) Create and manage a customized project schedule to encompass full pr¢>ject scope

1. Name(s) of the identified Customer resources as outlined above. 2. Mutually agreed upon dates for all activities within scope of this engagement. 3. The project schedule is a working document that will be updated as necessary.

C) Provide Data Collection Worksheet to enable Instrument Manager configluration for the solution 1. Complete Data Collection Worksheets are required before the Instrument Manager

communication/connectivity configuration can begin D) Provide an Instrument Manager/a3600 Site Network Diagram E) Provide an Instrument Manager installation checklist and plan F) Complete a review and gain agreement on the a3600 Input/Output Modulle configuration based

on customers workflows and volumes G) Prepare Instrument Manager and Automation configuration H) Complete site readiness review prior to a3600 hardware delivery. I) Install a3600 hardware system, attach analyzers to system, and install th~ Instrument Manager

solution J) Perform a system site qualification/verification prior to turning system ov~r to customer K) Provide on-site system owner, primary and secondary operator training ~s outlined in Section

4.0 L) Provide validation support as outline in Section 5.0 M) Provide go-live support as outline in Section 6.0 N) Complete transition from Implementation to Local Field Service Support

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AUTOMATION & INFORMATICS SINGLE SITE IMPLEMENTATION SERVICES

3.4 Estimated Schedule A customized schedule based on resource availability, construction or facility neecjls, and many other variables will be developed and managed by Abbott Project Manager. Sample sclhedule is provided for informational purposes only to illistrate the type of process used to manage the overall tasks for the entire automation solution. Actual schedule will vary based upon customized solution provided.

3.5 Location of Services

GenericAPI TiOl,line AuloOl,.lion & inform,ti:s impienlenl'lion

in weeks

For this consulting engagement, all activities defined in the project scope will take place remotely, with the following exceptions: '

Introduction of project will take place on site at Customer • Installation of a3600 hardware system • Integration of Instrument Manager to the a3600 system • System site qualification/verification prior to release of system to customer

a3600 system operator training • Go-live support

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AUTOMATION & INFORMATICS SINGLE SITE IMPLEMENTATION SERVICES

4. Customer Training . Customer training will consist of classroom based operator trainig for the analyzeJs and Instrument Manager. Analyzer and Instrument Manager supplimental on-site training will b~! provided the at time of installation in a train-the-trainer format. On-site supplimental training for Instru~ent Manager will be limited to 2 trainees which have attended the classroom based Instrument Manager training course. Automation System training to include Analyzer, Instrument Manager, and the Ac¢elerator will be conducted on-site in a train-the-trainer format and will include 2 1-week sessions ~t a time to be identified within the project schedule. .

5. Customer Validation Support Customer is solely responsible for developing a validation plan and performing a validation process that meets all required government, commercial, and internal standard operating procedures. Abbott will provide support to assist with system functionality. Validation support during will be limited to no more than 24 hours of remote support and 24 hours of on-site support. If AutoverificatiQn Consulting Services were purchased in conjuction with this implementation, the validations support times for both services combined will not exceed the greater of the two stated validation support durationS.

6. Customer Go-Live Support Go-Live is defined as the time at which the Instrument Manager and Automation global configurations are moved into the production environment and the Customer begins reporting the first results through the Automation system. Go-Live support will consist of troubleshooting support/gi,1idance for the customer resources that attended the Automation system training. Abbott will provide on-site go-live support with the following resources and defined time:

Informatics Technical Specialist (ITS) - On-site support at time of initial go-live not to exceed 2 weeks (80 hours), including travel. Automation Technical Specialist (ATS) - On-site support at time of initial go-live not to exceed 1 week (40 hours), including travel. Core Lab Specialist (CLS) - On-site support at time of initial go-live not to' exceed 2 weeks (80 hours), including travel. Support requests after that the initial go-live will be based upon service level agreement purchased.

7. Test of Record (post Go-Live) Support Test of Record (acceptance) is defined as the time at which the Customer's automifltion solution will be determined as a clinically acceptable laboratory approved glucose result being pro¢Iuced through the automation system. Test of Record (Post Go_Live) support/consulting consists of any phone, email, or other support related to the Automation System as provided by Abbott.

Informatics Technical Specialist (ITS) - Remote support not to exceed 20 hours within 90 days of Go-live date.

• Automation Technical Specialist (ATS) - Remote support not to exceed 20 hours within 90 days of Go-live date. Core Lab Specialist (CLS) - Support requests after Test of Record will be based upon service level agreement purchased.

8. Limited Use The delivered rule set and Instrument Manager and Automation global configuratior) (gsb file) is limited in use to the Customer location indentified as "Customer". Customer agrees the delivered global configuration will not be distributed outside this installed, licensed instance of Instrument Manager and Automation System for which it was designed.

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AUTOMATION & INFORMATICS I

SINGLE SITE IMPLEMENTATION SERVICES I 9. Project Com pletion i

This consulting engagement will be considered complete upon submission of all r~uired deliverables to Customer from the Abbott ITS/C. Project completion timeline is estimated not to ceed 225 working business days (-10 Months) post project introduction meettng pending attainment.of project milestones within timelines established. Any miss in milestone attainment will shift project completion dates. The entire project will not exceed a total duration of 455 calendar days (-1.5 Years). After 455 calendar days, Abbott resources will be based on availability. Full dollar amount of contracted services will be due in full after 455 calendar days. Additional Abbot! ITS/C resource services will be billed at the then current hourly billed service rates.

1(}. List of Applicable Documents Adherence to government and commercial guide·lines to include but not limited to tlhe following: o College of American Pathologists Standards . o ellA '88 o Joint Commission

This information is confidential and should be treated as such.

11. Change Management The scope change request process will be the vehicle for communicating change. iEither party may initiate a change request. Both parties must review the proposed change and eith¢r approve or reject such change in writing prior to proceeding with any change to this SOW. Only the ~lIowing individuals are authorized to make and/or approve changes.

Abbott: __________ _

Customer: __________ _

12. Reviewed and Approved for content. charges and expenses.

CUSTOMER OWNER:

By: __________ _

Name: _____________ ___

Date: _____________ _

13. Acceptance

OUR AGREEMENT: This Statement of Work and our existing Agreement, form the basis for our agreement. Please sign your acceptance by signing below.

ABBOTT LABORATORIES [CUSTOMER NAME]

By: __________ ___

Printed Name: ____ -I--__ ~ __

Title: _______ _ Title: ______ -++-' ____ _

Date: ------=vt++--'b:.J.t.,(~,...,...!tvr+-----I

Date: ____________ _

Consulting Agreement R2009 08R1 Enter Customer Name Here