Attached files

file filename
10-Q - 10-Q - NxStage Medical, Inc.nxtm20160630-10q.htm
EX-32.2 - EXHIBIT 32.2 - NxStage Medical, Inc.nxtm20160630ex322.htm
EX-32.1 - EXHIBIT 32.1 - NxStage Medical, Inc.nxtm20160630ex321.htm
EX-31.2 - EXHIBIT 31.2 - NxStage Medical, Inc.nxtm20160630ex312.htm
EX-31.1 - EXHIBIT 31.1 - NxStage Medical, Inc.nxtm20160630ex311.htm
EX-10.4 - EXHIBIT 10.4 - NxStage Medical, Inc.nxtm20160630ex104.htm
EX-10.3 - EXHIBIT 10.3 - NxStage Medical, Inc.nxtm20160630ex103.htm
EX-10.2 - EXHIBIT 10.2 - NxStage Medical, Inc.nxtm20160630ex102.htm



Exhibit 10.1
Confidential portions of this Exhibit, denoted by bracketed asterisks, have been omitted and filed separately with the Securities and Exchange Commission in reliance on Rule 24b-2 of the Securities Exchange Act of 1934.

THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED NATIONAL SERVICE PROVIDER AGREEMENT

This Third Amendment (this “Third Amendment”) to the Second Amended and Restated National Service Provider Agreement between DaVita Healthcare Partners Inc. (“Customer”), and NxStage Medical, Inc. (“NxStage”), is made as of June 13, 2016 (the “Third Amendment Effective Date”).

WHEREAS, Customer and NxStage are parties to a Second Amended and Restated National Service Provider Agreement executed as of March 1, 2013, Agreement #2013-753, as amended on November 20, 2014 to incorporate the Nx2me Solution and on February 20, 2015 with respect to Customer’s Active NxStage Home Patient Census (collectively, the “Agreement”)

WHEREAS, by a letter dated March 16, 2015, NxStage notified Customer of the availability of the NxStage System One S and its associated products;

WHEREAS, the parties desire to further amend the Agreement to, among other things, change the pricing structure for Monthly Dialysis Supplies for home hemodialysis patients; and

NOW THEREFORE, in consideration of the foregoing and mutual agreements set forth hereinafter, the parties hereto agree as follows:

1.
Information Sheet. The Information Sheet is deleted in its entirety and replaced with a new Information Sheet attached to this Third Amendment.

2.
Defined Terms. Certain defined terms shall be amended as follows:

(a)
The definition of “Patient Noncompliance Event” is deleted from Section 1 of the Agreement.

(b)
The definition of “Cycler” (in Section 2 of the Agreement) is amended and restated as follows:

““Cycler” means the System One Cycler or the System One S Cycler.”

3.
[**]. A new Section 2(A) entitled “[**]” shall be added to the Agreement as follows:

“2A.    [**]

(a)    Equipment [**]. On or prior to the [**] day of each [**], Customer will provide NxStage with a [**], consistent with Customer’s commercially reasonable expectations, after due inquiry of Authorized Customer Locations, setting forth expected [**] over each of the following [**] for use with [**] patients for which Customer expects to [**] (each, a “HHD System [**]”). The quantities set forth in the [**] of each HHD System [**] shall be [**] (the “[**] Period”). NxStage must [**] for Systems that are consistent with [**] set forth in the [**] Portion of the HHD System [**], provided that (i) NxStage is not obligated to [**] to the extent that the [**] during any [**] of the [**] Period exceeds [**] of the average monthly [**] during the immediately preceding [**] period, (ii) Customer may elect to fulfill its obligation to [**] for any [**] in the [**] Period at any time during the [**] period following such [**], and (iii) NxStage may [**] during any [**] at any time during the [**] period following the [**] in which such [**] is placed.

(b)    Other [**]. On or prior to the [**] day of each [**], Customer will provide NxStage with a [**] setting forth, consistent with Customer’s commercially reasonable expectations, after due inquiry of Authorized Customer Locations, (i) the number of [**] patients Customer expects to [**] by the end of each of the following [**] by submitting [**], and (ii) the aggregate number of [**] patients for which Customer expects to have [**] across all Authorized Customer Locations at the end of each of the following [**] (each such [**], a “Patient [**]”).” NxStage will use commercially reasonable efforts to [**] that are consistent with any Patient [**].

4.
Pricing.






1.
Section 3 of the Agreement is amended and restated as follows:

“As of the Effective Date, the pricing for each Product purchased during the Term is set forth on Schedule B attached (each, a “Purchase Price” and collectively, the “Purchase Prices”).

2.
Schedule B (Program and Pricing) is deleted in its entirety and replaced with the attached Schedule B (Program and Pricing). Attachment B-1 to Schedule B-1 is deleted in its entirety.

3.
Exhibit B (Pricing Covenant Example) is hereby deleted in its entirety.

5.
Expedited Delivery. Section 5(b) shall be amended by deleting the following sentence:

“Customer agrees that each of the Authorized Customer Locations’ patients must use their reasonable efforts to accurately report the inventory of Monthly Dialysis Supplies that each such patient has on a monthly basis to NxStage’s customer service department.”

6.
Taxes. Section 8 (Taxes) shall be amended by deleting all sentences except for the first two (2) sentences.

7.
Billing of Monthly Dialysis Supplies. Section 10(a) shall be amended by deleting the following two sentences:

“NxStage shall use its reasonable efforts to notify the applicable Authorized Customer Location in the event NxStage becomes aware of a specific Patient Noncompliance Event through monthly customer service inventory calls with patients. Notwithstanding any of the foregoing, Customer understands and agrees that NxStage does not represent to the completeness or the accuracy of the information so provided regarding any Patient Noncompliance Event at any time hereunder.”

8.
Cycler Log Files. Section 16(b) shall be amended by adding the following new paragraph to the end:

“NxStage hereby represents and warrants to Customer that during the Term, the Cycler Log Files generated by Cyclers then purchased or rented by Customer will not contain [**]. During the Term, NxStage shall not (i) [**] in the Cycler Log Files generated by Cyclers then purchased or rented by Customer that is materially different from the [**] in the Cycler Log Files generated by Cyclers purchased or rented by Customer as of the Third Amendment Effective Date; (ii) alter the manner by which NxStage [**] Cycler Log Files generated by Cyclers then purchased or rented by Customer from the manners of [**] existing as of the Third Amendment Effective Date; or (iii) [**] as of the Third Amendment Effective Date. In the case of (i) and (ii) NxStage may seek the prior written consent of Customer to make the changes set forth in those sections. If Customer withholds consent, NxStage will not make the aforementioned changes in subsections (i) or (ii) with respect to the Cyclers purchased by Customer unless such changes are required, in the reasonable opinion of NxStage, as part of the implementation of a Product Recall, in which case the parties shall negotiate in good faith a mutually agreeable solution. For the sake of clarity, nothing herein shall prevent NxStage from [**] Cycler Log Files contained in Cyclers then purchased or rented by Customer for [**]. Nothing herein shall restrict NxStage from selling other products not covered by this Agreement that (x) [**] that are different from the types of [**] in the Cycler Log Files as of the Third Amendment Effective Date or (y) alter the manner by which NxStage [**] from its products.”

9.
Audit Right. Section 36 (Audit Right) is hereby deleted in its entirety and replaced with the following:

“If Customer disagrees with any [**] (as defined in Section [**] of Schedule B-1 titled “Chronic Outpatient Therapy Monthly Dialysis Supplies”), Customer may, within [**] days after its receipt of such [**], notify NxStage in writing of its intent to audit such [**] (each, an “Audit”). Within [**] days after receiving such written notice from Customer, NxStage shall provide or otherwise make available to Customer the following documentation relating solely to the applicable calendar quarter to which the [**] relates: (a) orders for Monthly Dialysis Supplies, (b) documentation relating to credits provided, and (c) invoices for Monthly Dialysis Supplies (collectively, the “Documentation”). In the [**] day period after NxStage provides or otherwise makes available to Customer the Documentation (the “Audit Period”), Customer may, at its sole cost and expense, conduct any Audit during NxStage’s normal business hours or at such other times as may be mutually agreed to by the parties hereto. Prior to the expiration of the Audit Period, if Customer continues to disagree with the [**], Customer shall deliver a written notice to NxStage setting forth in detail any and all items of disagreement related to such [**] (an “Objection Notice”). If





Customer does not deliver an Objection Notice prior to the expiration of the Audit Period, the calculation of the [**] set forth in the [**] shall be deemed final, conclusive, and binding on the parties hereto. NxStage and Customer will use their commercially reasonable efforts to resolve any disagreements relating to any [**] following NxStage’s receipt of an Objection Notice, but if they do not obtain a final resolution within [**] days after NxStage has received the Objection Notice from Customer, then either NxStage or Customer may refer the items in dispute to a nationally recognized firm of independent public accountants as to which Customer and NxStage mutually agree (the “Firm”) to resolve any remaining disagreements. NxStage and Customer will direct the Firm to render a determination within [**] days of its retention or such other longer period of time as is mutually agreed to by Customer, NxStage, and the Firm, and NxStage and Customer and their respective agents and employees will cooperate with the Firm during its engagement. The determination of the Firm will be conclusive and binding upon Customer and NxStage, and each party will make any payment owed to the other party, if any, within [**] business days of the Firm’s determination. The Firm shall execute a confidentiality agreement in a form reasonably acceptable to NxStage and Customer. Customer and NxStage shall bear that percentage of the fees and expenses of the Firm equal to the proportion of the dollar value of the unresolved disputed issues determined in favor of the other party hereto. By way of example, if the amount in dispute equals ten thousand dollars ($10,000.00) and the Firm determines that NxStage owes Customer four thousand dollars ($4,000.00), then in such event, NxStage will be responsible for forty percent (40%) of the fees and expenses of the Firm and Customer will be responsible for sixty percent (60%) of the fees and expenses of the Firm.”

10.
Obligation to Reasonably Allocate Product. The following subsection (c) is added to Section 37 of the Agreement:

“(c) Obligation to Reasonably Allocate Product. At a minimum, NxStage shall always allocate Products to the Authorized Customer Locations consistent with Customer’s and the Authorized Customer Locations’ then-current share of NxStage’s aggregate Patient Census (as defined below) across all NxStage customers, consistent with the then-effective prescription items included in Customer’s and each Authorized Customer Locations’ Monthly Dialysis Supplies (hereinafter referred to as “Reasonably Allocate”). For the sake of this Section 37, “Patient Census” means the number of [**] patients that have an active Patient Prescription Monthly Standing Order and are then receiving dialysis with the System One. NxStage’s allocations to Customer pursuant to this section will be calculated in the aggregate across all Authorized Customer Locations, and Customer’s method of allocating Products to its Authorized Customer Locations is within Customer’s sole discretion and control.”
11.
Failure to Reasonably Allocate Product after Change of Control. The following subsection (d) is added to Section 37 of the Agreement:

“(d) Failure to Reasonably Allocate Product after Change of Control. If (i) NxStage undergoes a change-in-control with, or otherwise assigns this Agreement in connection with the sale of substantially all of the business related to this Agreement (a “Change of Control”) and (ii) after such Change of Control, the entity surviving such Change of Control (the “Surviving Entity”) fails to Reasonably Allocate Product, then [**] will not apply to [**] of the Surviving Entity.”

12.
[**]. The following subsection (e) is added to Section 37 of the Agreement:

“(e) [**]. If there is a [**] (as defined below), NxStage will act in good faith and use all commercially reasonable efforts to resolve the [**]. Until NxStage can resolve the [**], Customer shall [**] (as defined in [**]) at the [**] applicable to the [**] (as defined in [**]) achieved by Customer in the [**] immediately preceding the [**] in which the [**] occurred (the “Prior [**]”). If NxStage has not resolved the [**] within [**] days of its inception (as measured from the date the [**] could not continue with or begin [**] in accordance with the [**] set forth in their Patient Prescription Monthly Standing Orders), then Customer shall [**], as a [**], the [**] applicable to the Prior [**] notwithstanding Customer’s actual [**] even after NxStage resolves the [**]. This Section 37(e) sets forth Customer’s sole and exclusive remedy for a [**]; provided however that this Section is not Customer’s sole and exclusive remedy in the event that NxStage is in breach of its obligation to [**] in accordance with Section [**]. For the duration of any [**], the Purchase Prices for Monthly Dialysis Supplies (as identified in Schedule B-1) shall be [**] in effect at the time the [**] begins, and step-ups for new [**] shall not take effect.

[**]” means that any [**] across all Authorized Customer Locations cannot continue with or begin [**] in accordance with the [**] set forth in their active Patient Prescription Monthly Standing Orders or new Patient Prescription Monthly Standing Orders, respectively, and consistent with the Patient [**] submitted pursuant to Section 2(A)(b), solely based on NxStage’s [**] Monthly Dialysis Supplies in a reasonably timely fashion for any reason, including because of a Force Majeure Event or a Product Recall, provided that there shall never be a [**] solely because of NxStage’s [**] in a reasonably timely fashion.






If NxStage notifies Customer that NxStage has or reasonably expects to have constraints on its [**] Monthly Dialysis Supplies in a reasonably timely fashion, which constraints might result in or have already resulted in a [**], then Customer will, in order to assist NxStage in avoiding a [**] or resolving the [**], as applicable: (i) use commercially reasonable efforts to manage, as clinically appropriate, its inventory of and requirements for, and its Authorized Customer Locations’ patients’ inventory of and requirements for Monthly Dialysis Supplies; and (ii) in coordination with NxStage, regularly inform prescribing physicians and Customer teammates regarding the [**] and any clinically appropriate [**] (including, without limitation, [**]) available to the prescribing physicians, provided that those [**] are available at no additional cost to Customer. Customer’s obligations under this paragraph shall last only for so long as NxStage has constraints on its [**].”

13.
Compliance with [**].

1.
Section 38(a) is deleted in its entirety and replaced with the following:
    
“(a) During the Term, NxStage shall abide by the following [**] which are attached as Exhibit C hereto: (a) [**], provided that (i) NxStage is not a [**] except as provided pursuant to that separate [**] between the parties with respect to NxStage’s provision of the [**] services for Customer or any other [**] entered into by the Parties during the Term relating to new products or services provided by NxStage to Customer following the Third Amendment Effective Date, where the parties mutually agree that a [**] is required (the “[**]”), (ii) [**] covering such activities, (iii) [**], (iv) NxStage is not required to be compliant with the [**] (as such terms is defined in the [**]), and (v) NxStage shall have no obligation to abide by any term of the [**] that is in conflict with or in addition to any term of the [**], (b) [**], provided that this [**] will not limit (i) NxStage’s participation in [**], as mutually agreed by the parties, or (ii) any activities conducted pursuant to that separate [**] Agreement between the parties dated April 8, 2015, as amended, or any like agreement between the parties, (c) [**], (d) [**], (e) [**], and (f) [**] (collectively, the “[**]”).”

2.
Exhibit C ([**]) is deleted in its entirety and replaced with the attached Exhibit C.

14.
Authorized Customer Locations. Schedule A (Authorized Customer Locations) is deleted in its entirety and replaced with the attached Schedule A (Authorized Customer Locations).

15.
Warranty; Service; and Recalls. Schedule C (Warranty; Service; and Recalls) is deleted in its entirety and replaced with the attached Schedule C (Warranty; Service; and Recalls).

16.
Other. Schedule D (Preferred Relationship) is deleted in its entirety and replaced with the attached Schedule D (Other).

17.
Hawaii. Schedule E (Hawaii) is deleted in its entirety and replaced with the attached Schedule E (Hawaii).

18.
Nx2me. Schedule F (The Nx2me Connected Health Solution) is deleted in its entirety and replaced with the attached Schedule F. For the sake of clarity, Exhibit 2 to Schedule F is deleted in its entirety.

19.
No Other Changes. The remainder of the Agreement not amended hereby remains unchanged and in full force and effect.

20.
Counterparts. This Third Amendment may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same document.

[Signature Page Follows]





IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as of the Third Amendment Effective Date.

DaVita Healthcare Partners Inc.        NxStage Medical, Inc.


By: /s/ LeAnne Zumwalt            By: /s/ Joseph E. Turk, Jr.        
Name:    LeAnne Zumwalt            Name:    Joseph E. Turk, Jr.
Title: Group Vice President        Title:     President






NxStage Medical, Inc.
DaVita Inc.
Second Amended and Restated National Service Provider Agreement
Information Sheet

Date of Agreement:
March 1, 2013 (“Effective Date”)
National Service Provider:
DaVita Healthcare Partners Inc.
Street Address of Customer:
City, State, Zip of Customer:
500 N. Capital St., NW Suite 300
Washington, DC 20001
Customer Contact and Phone No.:
LeAnne Zumwalt, 650-696-8910
NxStage Customer Service Phone No.:
1-866-NxStage (1-866-697-8243)
Contract No.:
2013-753
Contract Term:
From the Effective Date through December 31, 2018, which term shall be automatically extended on a month-to-month basis until one of the parties provides thirty (30) days prior written notice of termination (the “Term”).
Attached Exhibits:
Exhibit A:
Cycler Log File Decoding Document
 
Exhibit B:
[Intentionally Omitted]
 
Exhibit C:
[**]
Attached Schedules:
Schedule A:
Authorized Customer Locations
 
Schedule B:
Program and Pricing
 
Schedule C:
Warranty; Service; and Recalls
 
Schedule D:
Other
 
Schedule E:
Hawaii
 
Schedule F:
Attachment C-1 to Schedule C
The Nx2me Connected Health Solution
System Ones Subject to Expiration of Service Term






Exhibit A

Cycler Log File Decoding Document

[**]





Exhibit B

Intentionally Omitted








Exhibit C

[**]



26 pages were omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.










Schedule A

Authorized Customer Locations

[**]

9 pages were omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.






Schedule B

Program and Pricing







Schedule B
(References to Schedule B within the Agreement, include references to Schedules B-1, B-2, B-3, and B-4)

Unless otherwise noted in this Schedule B, the pricing for each Product set forth on this Schedule B is only valid for [**] patients of the Authorized Customer Locations for which NxStage has received a Patient Prescription Monthly Standing Order signed by a physician during the Term. This Schedule B sets forth the pricing, discounts, rebates and other payment terms related to the purchase or rental, as applicable, of the System One (including Cycler and PureFlow SL, or Cycler, Warmer and Stand, as the case may be), the Monthly Dialysis Supplies, and other related supplies as set forth herein.

Schedule B-1
Chronic Outpatient Therapy
Monthly Dialysis Supplies

1.
Monthly Dialysis Supplies Pricing

The Purchase Prices set forth in the tables below apply to the purchase of Monthly Dialysis Supplies each month for the Patients (as defined below) of each Authorized Customer Location that have a Patient Prescription Monthly Standing Order. Monthly Dialysis Supplies for each Patient of each of the Authorized Customer Locations will be shipped each month to such Patient based on the prescribed therapy frequency and fluid volume and the inventory needs of such Patient, as reported by such Patient to NxStage’s customer service department.

There is one Purchase Price [**] for Monthly Dialysis Supplies for patients using PureFlow SL Monthly Dialysis Supplies (each, a “PureFlow Patient” and collectively, the “PureFlow Patients”) and one Purchase Price [**] for Monthly Dialysis Supplies for patients using Express Monthly Dialysis Supplies (each, an “Express Patient” and collectively, the “Express Patients” and together with the PureFlow Patients, each, a “Patient” and collectively, the “Patients”). For the sake of clarity, there is no difference in the Purchase Price for PureFlow Patients using [**] in conjunction with the System One S.

The Purchase Price for PureFlow SL Monthly Dialysis Supplies set forth in the applicable tables below titled “NxStage Price List - PureFlow SL Monthly Dialysis Supplies” is only valid where a PureFlow Patient’s incoming water quality meets the Primary and Secondary Drinking Water Standards set forth in the US EPA Safe Drinking Water Act. Customer shall provide reasonable evidence of incoming water quality to NxStage upon NxStage’s reasonable request.

The Purchase Price for Express Monthly Dialysis Supplies set forth in the table below titled “NxStage Price List - Express Monthly Dialysis Supplies” is only valid for an Express Patient within [**] miles of the applicable Authorized Customer Location responsible for such Express Patient’s care. If an Express Patient is more than [**] miles from the applicable Authorized Customer Location responsible for such Express Patient’s care, additional charges to be mutually agreed to by NxStage and Customer may apply to the Purchase Price for Express Monthly Dialysis Supplies set forth in the table below titled “NxStage Price List - Express Monthly Dialysis Supplies”.









Schedule B-1 (continued)
Chronic Outpatient Therapy
Monthly Dialysis Supplies

The table below sets forth the Purchase Price for the PureFlow SL Monthly Dialysis Supplies for the System One solely for June 2016 based on the prescribed treatment frequency and fluid volume of each PureFlow Patient of an Authorized Customer Location using the PureFlow SL Monthly Dialysis Supplies for the System One. For purposes of the table below, “EOD” means every other day.

NXSTAGE PRICE LIST - PUREFLOW SL MONTHLY DIALYSIS SUPPLIES

 
 
June 2016 Pricing Only
Part #
Tx Freq & Volume
[**]
[**]
[**]
PureFlow SL Monthly Dialysis Supplies
for the NxStage System One^
PF-17-N-6-SUP
6x week 17L
[**]
[**]
[**]
PF-20-N-4-SUP
4x week 20L
[**]
[**]
[**]
PF-20-N-5-SUP
5x week 20L
[**]
[**]
[**]
PF-20-N-6-SUP
6x week 20L
[**]
[**]
[**]
PF-20-N-7-SUP
7x week 20L
[**]
[**]
[**]
PF-20-N-E-SUP
EOD 20L
[**]
[**]
[**]
PF-20-N-O-SUP
2 On 1 Off 20L
[**]
[**]
[**]
PF-25-N-4-SUP
4x week 25L
[**]
[**]
[**]
PF-25-N-5-SUP
5x week 25L
[**]
[**]
[**]
PF-25-N-6-SUP
6x week 25L
[**]
[**]
[**]
PF-25-N-7-SUP
7x week 25L
[**]
[**]
[**]
PF-25-N-E-SUP
EOD 25L
[**]
[**]
[**]
PF-25-N-O-SUP
2 On 1 Off 25L
[**]
[**]
[**]
PF-30-N-4-SUP
4x week 30L
[**]
[**]
[**]
PF-30-N-5-SUP
5x week 30L
[**]
[**]
[**]
PF-30-N-6-SUP
6x week 30L
[**]
[**]
[**]
PF-30-N-7-SUP
7x week 30L
[**]
[**]
[**]
PF-30-N-E-SUP
EOD 30L
[**]
[**]
[**]
PF-30-N-O-SUP
2 On 1 Off 30L
[**]
[**]
[**]
PF-35-N-4-SUP
4x week 35L
[**]
[**]
[**]







 
 
June 2016 Pricing Only
Part #
Tx Freq & Volume
[**]
[**]
[**]
PF-35-N-5-SUP
5x week 35L
[**]
[**]
[**]
PF-35-N-6-SUP
6x week 35L
[**]
[**]
[**]
PF-35-N-E-SUP
EOD 35L
[**]
[**]
[**]
PF-35-N-O-SUP
2 On 1 Off 35L
[**]
[**]
[**]
PF-40-N-4-SUP
4x week 40L
[**]
[**]
[**]
PF-40-N-5-SUP
5x week 40L
[**]
[**]
[**]
PF-40-N-6-SUP
6x week 40L
[**]
[**]
[**]
PF-40-N-E-SUP
EOD 40L
[**]
[**]
[**]
PF-40-N-O-SUP
2 On 1 Off 40L
[**]
[**]
[**]
PF-50-N-4-SUP
4x week 50L
[**]
[**]
[**]
PF-50-N-5-SUP
5x week 50L
[**]
[**]
[**]
PF-50-N-6-SUP
6x week 50L
[**]
[**]
[**]
PF-50-N-E-SUP
EOD 50L
[**]
[**]
[**]
PF-50-N-O-SUP
2 On 1 Off 50L
[**]
[**]
[**]
PF-60-N-4-SUP
4x week 60L
[**]
[**]
[**]
PF-60-N-5-SUP
5x week 60L
[**]
[**]
[**]
PF-60-N-6-SUP
6x week 60L
[**]
[**]
[**]
PF-60-N-E-SUP
EOD 60L
[**]
[**]
[**]
PF-60-N-O-SUP
2 On 1 Off 60L
[**]
[**]
[**]

*Calculated in accordance with Section 2(A) of this Schedule B-1.

^ The Purchase Price for the PureFlow SL Monthly Dialysis Supplies for the System One includes [**].







The table below sets forth the Purchase Price for the PureFlow SL Monthly Dialysis Supplies for the System One S solely for June 2016 based on the prescribed treatment frequency and fluid volume of each PureFlow Patient of an Authorized Customer Location using the PureFlow SL Monthly Dialysis Supplies for the System One S. For purposes of the table below, “EOD” means every other day.

NXSTAGE PRICE LIST - PUREFLOW SL MONTHLY DIALYSIS SUPPLIES

 
 
June 2016 Pricing Only
Part #
Tx Freq & Volume
[**]
[**]
[**]
PureFlow SL Monthly Dialysis Supplies
for the NxStage System One S^
HF-17-N-6-SUP
6x week 17L
[**]
[**]
[**]
HF-20-N-4-SUP
4x week 20L
[**]
[**]
[**]
HF-20-N-5-SUP
5x week 20L
[**]
[**]
[**]
HF-20-N-6-SUP
6x week 20L
[**]
[**]
[**]
HF-20-N-7-SUP
7x week 20L
[**]
[**]
[**]
HF-20-N-E-SUP
EOD 20L
[**]
[**]
[**]
HF-20-N-O-SUP
2 On 1 Off 20L
[**]
[**]
[**]
HF-25-N-4-SUP
4x week 25L
[**]
[**]
[**]
HF-25-N-5-SUP
5x week 25L
[**]
[**]
[**]
HF-25-N-6-SUP
6x week 25L
[**]
[**]
[**]
HF-25-N-7-SUP
7x week 25L
[**]
[**]
[**]
HF-25-N-E-SUP
EOD 25L
[**]
[**]
[**]
HF-25-N-O-SUP
2 On 1 Off 25L
[**]
[**]
[**]
HF-30-N-4-SUP
4x week 30L
[**]
[**]
[**]
HF-30-N-5-SUP
5x week 30L
[**]
[**]
[**]
HF-30-N-6-SUP
6x week 30L
[**]
[**]
[**]
HF-30-N-7-SUP
7x week 30L
[**]
[**]
[**]
HF-30-N-E-SUP
EOD 30L
[**]
[**]
[**]
HF-30-N-O-SUP
2 On 1 Off 30L
[**]
[**]
[**]
HF-35-N-4-SUP
4x week 35L
[**]
[**]
[**]
HF-35-N-5-SUP
5x week 35L
[**]
[**]
[**]
HF-35-N-6-SUP
6x week 35L
[**]
[**]
[**]
HF-35-N-E-SUP
EOD 35L
[**]
[**]
[**]
HF-35-N-O-SUP
2 On 1 Off 35L
[**]
[**]
[**]
HF-40-N-4-SUP
4x week 40L
[**]
[**]
[**]







 
 
June 2016 Pricing Only
Part #
Tx Freq & Volume
[**]
[**]
[**]
HF-40-N-5-SUP
5x week 40L
[**]
[**]
[**]
HF-40-N-6-SUP
6x week 40L
[**]
[**]
[**]
HF-40-N-E-SUP
EOD 40L
[**]
[**]
[**]
HF-40-N-O-SUP
2 On 1 Off 40L
[**]
[**]
[**]
HF-50-N-4-SUP
4x week 50L
[**]
[**]
[**]
HF-50-N-5-SUP
5x week 50L
[**]
[**]
[**]
HF-50-N-6-SUP
6x week 50L
[**]
[**]
[**]
HF-50-N-E-SUP
EOD 50L
[**]
[**]
[**]
HF-50-N-O-SUP
2 On 1 Off 50L
[**]
[**]
[**]
HF-60-N-4-SUP
4x week 60L
[**]
[**]
[**]
HF-60-N-5-SUP
5x week 60L
[**]
[**]
[**]
HF-60-N-6-SUP
6x week 60L
[**]
[**]
[**]
HF-60-N-E-SUP
EOD 60L
[**]
[**]
[**]
HF-60-N-O-SUP
2 On 1 Off 60L
[**]
[**]
[**]

*Calculated in accordance with Section 2(A) of this Schedule B-1.

^ The Purchase Price for PureFlow SL Monthly Dialysis Supplies for the System One S includes [**].








The table below sets forth the Purchase Price for the Express Monthly Dialysis Supplies for the System One solely for June 2016 based on the prescribed treatment frequency and fluid volume of each Express Patient of an Authorized Customer Location using the Express Monthly Dialysis Supplies for the System One. For purposes of the table below, “EOD” means every other day.

NXSTAGE PRICE LIST - EXPRESS MONTHLY DIALYSIS SUPPLIES

 
 
June 2016 Pricing Only
Part #
Tx Freq & Volume
[**]
[**]
[**]
Express Monthly Dialysis Supplies
for the NxStage System One
EX-15-N-4-SUP
4x week 15L
[**]
[**]
[**]
EX-15-N-5-SUP
5x week 15L
[**]
[**]
[**]
EX-15-N-6-SUP
6x week 15L
[**]
[**]
[**]
EX-15-N-7-SUP
7x week 15L
[**]
[**]
[**]
EX-15-N-E-SUP
EOD 15L
[**]
[**]
[**]
EX-20-N-4-SUP
4x week 20L
[**]
[**]
[**]
EX-20-N-5-SUP
5x week 20L
[**]
[**]
[**]
EX-20-N-6-SUP
6x week 20L
[**]
[**]
[**]
EX-20-N-7-SUP
7x week 20L
[**]
[**]
[**]
EX-20-N-E-SUP
EOD 20L
[**]
[**]
[**]
EX-25-N-4-SUP
4x week 25L
[**]
[**]
[**]
EX-25-N-5-SUP
5x week 25L
[**]
[**]
[**]
EX-25-N-6-SUP
6x week 25L
[**]
[**]
[**]
EX-25-N-7-SUP
7x week 25L
[**]
[**]
[**]
EX-25-N-E-SUP
EOD 25L
[**]
[**]
[**]
EX-30-N-4-SUP
4x week 30L
[**]
[**]
[**]
EX-30-N-5-SUP
5x week 30L
[**]
[**]
[**]
EX-30-N-6-SUP
6x week 30L
[**]
[**]
[**]
EX-30-N-7-SUP
7x week 30L
[**]
[**]
[**]
EX-30-N-E-SUP
EOD 30L
[**]
[**]
[**]
EX-35-N-4-SUP
4x week 35L
[**]
[**]
[**]
EX-35-N-5-SUP
5x week 35L
[**]
[**]
[**]
EX-35-N-6-SUP
6x week 35L
[**]
[**]
[**]
EX-35-N-E-SUP
EOD 35L
[**]
[**]
[**]






 
 
June 2016 Pricing Only
Part #
Tx Freq & Volume
[**]
[**]
[**]
EX-40-N-4-SUP
4x week 40L
[**]
[**]
[**]
EX-40-N-5-SUP
5x week 40L
[**]
[**]
[**]
EX-40-N-6-SUP
6x week 40L
[**]
[**]
[**]
EX-40-N-E-SUP
EOD 40L
[**]
[**]
[**]
EX-45-N-4-SUP
4x week 45L
[**]
[**]
[**]
EX-45-N-5-SUP
5x week 45L
[**]
[**]
[**]
EX-45-N-6-SUP
6x week 45L
[**]
[**]
[**]
EX-45-N-E-SUP
EOD 45L
[**]
[**]
[**]

*Calculated in accordance with Section 2(A) of this Schedule B-1.


Customer shall pay all invoices for Monthly Dialysis Supplies in June 2016 no later than [**].







Starting July 1, 2016, the table below sets forth the Purchase Price for the PureFlow SL Monthly Dialysis Supplies for the System One for each [**] during the Term based on the prescribed treatment frequency and fluid volume of each PureFlow Patient of an Authorized Customer Location using the PureFlow SL Monthly Dialysis Supplies for the System One. For purposes of the table below, “EOD” means every other day.

NXSTAGE PRICE LIST - PUREFLOW SL MONTHLY DIALYSIS SUPPLIES

 
 
[**]
[**]
[**]
Part #
Tx Freq & Volume
[**]
[**]
[**]*
[**]
[**]
[**]*
[**]
[**]
[**]*
PureFlow SL Monthly Dialysis Supplies
for the NxStage System One^
 
PF-17-N-6-SUP
6x week 17L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-20-N-4-SUP
4x week 20L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-20-N-5-SUP
5x week 20L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-20-N-6-SUP
6x week 20L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-20-N-7-SUP
7x week 20L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-20-N-E-SUP
EOD 20L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-20-N-O-SUP
2 On 1 Off 20L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-25-N-4-SUP
4x week 25L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-25-N-5-SUP
5x week 25L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-25-N-6-SUP
6x week 25L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-25-N-7-SUP
7x week 25L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-25-N-E-SUP
EOD 25L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-25-N-O-SUP
2 On 1 Off 25L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-30-N-4-SUP
4x week 30L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-30-N-5-SUP
5x week 30L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-30-N-6-SUP
6x week 30L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-30-N-7-SUP
7x week 30L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-30-N-E-SUP
EOD 30L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-30-N-O-SUP
2 On 1 Off 30L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-35-N-4-SUP
4x week 35L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]






 
 
[**]
[**]
[**]
Part #
Tx Freq & Volume
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-35-N-5-SUP
5x week 35L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-35-N-6-SUP
6x week 35L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-35-N-E-SUP
EOD 35L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-35-N-O-SUP
2 On 1 Off 35L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-40-N-4-SUP
4x week 40L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-40-N-5-SUP
5x week 40L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-40-N-6-SUP
6x week 40L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-40-N-E-SUP
EOD 40L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-40-N-O-SUP
2 On 1 Off 40L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-50-N-4-SUP
4x week 50L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-50-N-5-SUP
5x week 50L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-50-N-6-SUP
6x week 50L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-50-N-E-SUP
EOD 50L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-50-N-O-SUP
2 On 1 Off 50L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-60-N-4-SUP
4x week 60L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-60-N-5-SUP
5x week 60L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-60-N-6-SUP
6x week 60L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-60-N-E-SUP
EOD 60L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
PF-60-N-O-SUP
2 On 1 Off 60L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]

*Calculated in accordance with Section 2(A) of this Schedule B-1.

^ The Purchase Price for the PureFlow SL Monthly Dialysis Supplies for the System One includes a [**].

† The Purchase Price for the PureFlow SL Monthly Dialysis Supplies for the System One for [**] may be adjusted pursuant to Section 3 of this Schedule B-1.









Starting July 1, 2016, the table below sets forth the Purchase Price for the PureFlow SL Monthly Dialysis Supplies for the System One S for each [**] during the Term based on the prescribed treatment frequency and fluid volume of each PureFlow Patient of an Authorized Customer Location using the PureFlow SL Monthly Dialysis Supplies for the System One S. For purposes of the table below, “EOD” means every other day.

NXSTAGE PRICE LIST - PUREFLOW SL MONTHLY DIALYSIS SUPPLIES

 
 
[**]
[**]
[**]
Part #
Tx Freq & Volume
[**]
[**]
[**]*
[**]
[**]
[**]*
[**]
[**]
[**]*
PureFlow SL Monthly Dialysis Supplies
for the NxStage System One S^
 
HF-17-N-6-SUP
6x week 17L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-20-N-4-SUP
4x week 20L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-20-N-5-SUP
5x week 20L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-20-N-6-SUP
6x week 20L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-20-N-7-SUP
7x week 20L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-20-N-E-SUP
EOD 20L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-20-N-O-SUP
2 On 1 Off 20L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-25-N-4-SUP
4x week 25L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-25-N-5-SUP
5x week 25L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-25-N-6-SUP
6x week 25L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-25-N-7-SUP
7x week 25L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-25-N-E-SUP
EOD 25L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-25-N-O-SUP
2 On 1 Off 25L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-30-N-4-SUP
4x week 30L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-30-N-5-SUP
5x week 30L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-30-N-6-SUP
6x week 30L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-30-N-7-SUP
7x week 30L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-30-N-E-SUP
EOD 30L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-30-N-O-SUP
2 On 1 Off 30L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-35-N-4-SUP
4x week 35L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-35-N-5-SUP
5x week 35L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-35-N-6-SUP
6x week 35L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-35-N-E-SUP
EOD 35L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-35-N-O-SUP
2 On 1 Off 35L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-40-N-4-SUP
4x week 40L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]






 
 
[**]
[**]
[**]
Part #
Tx Freq & Volume
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-40-N-5-SUP
5x week 40L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-40-N-6-SUP
6x week 40L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-40-N-E-SUP
EOD 40L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-40-N-O-SUP
2 On 1 Off 40L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-50-N-4-SUP
4x week 50L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-50-N-5-SUP
5x week 50L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-50-N-6-SUP
6x week 50L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-50-N-E-SUP
EOD 50L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-50-N-O-SUP
2 On 1 Off 50L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-60-N-4-SUP
4x week 60L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-60-N-5-SUP
5x week 60L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-60-N-6-SUP
6x week 60L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-60-N-E-SUP
EOD 60L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
HF-60-N-O-SUP
2 On 1 Off 60L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]

*Calculated in accordance with Section 2(A) of this Schedule B-1.

^ The Purchase Price for PureFlow SL Monthly Dialysis Supplies for the System One S includes [**].

†The Purchase Price for PureFlow SL Monthly Dialysis Supplies for the System One S for [**] may be adjusted pursuant to Section 3 of this Schedule B-1.






Starting July 1, 2016, the table below sets forth the Purchase Price for the Express Monthly Dialysis Supplies for the System One for each [**] during the Term based on the prescribed treatment frequency and fluid volume of each Express Patient of an Authorized Customer Location using the Express Monthly Dialysis Supplies for the System One. For purposes of the table below, “EOD” means every other day.

NXSTAGE PRICE LIST - EXPRESS MONTHLY DIALYSIS SUPPLIES

 
 
[**]
[**]
[**]
Part #
Tx Freq & Volume
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
Express Monthly Dialysis Supplies
for the NxStage System One
 
EX-15-N-4-SUP
4x week 15L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-15-N-5-SUP
5x week 15L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-15-N-6-SUP
6x week 15L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-15-N-7-SUP
7x week 15L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-15-N-E-SUP
EOD 15L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-20-N-4-SUP
4x week 20L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-20-N-5-SUP
5x week 20L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-20-N-6-SUP
6x week 20L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-20-N-7-SUP
7x week 20L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-20-N-E-SUP
EOD 20L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-25-N-4-SUP
4x week 25L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-25-N-5-SUP
5x week 25L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-25-N-6-SUP
6x week 25L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-25-N-7-SUP
7x week 25L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-25-N-E-SUP
EOD 25L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-30-N-4-SUP
4x week 30L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-30-N-5-SUP
5x week 30L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-30-N-6-SUP
6x week 30L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-30-N-7-SUP
7x week 30L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-30-N-E-SUP
EOD 30L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-35-N-4-SUP
4x week 35L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-35-N-5-SUP
5x week 35L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-35-N-6-SUP
6x week 35L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-35-N-E-SUP
EOD 35L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]






 
 
[**]
[**]
[**]
Part #
Tx Freq & Volume
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-40-N-4-SUP
4x week 40L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-40-N-5-SUP
5x week 40L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-40-N-6-SUP
6x week 40L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-40-N-E-SUP
EOD 40L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-45-N-4-SUP
4x week 45L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-45-N-5-SUP
5x week 45L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-45-N-6-SUP
6x week 45L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
EX-45-N-E-SUP
EOD 45L
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]

*Calculated in accordance with Section 2(A) of this Schedule B-1.

†The Purchase Price for Express Monthly Dialysis Supplies for the System One for [**] may be adjusted pursuant to Section 3 of this Schedule B-1.






2.    Additional Billing Terms

A.
Monthly Purchase Prices. Each calendar month, subject to Section 10(a) of the Agreement, NxStage will invoice Customer for the Monthly Dialysis Supplies at the applicable “Monthly Purchase Price” set forth in the applicable table in Section 1 of this Schedule B-1 above for each then-outstanding [**]. NxStage calculates the Monthly Purchase Price by: (i) multiplying the [**] in each [**] for the applicable calendar month by [**] (each such [**], a “[**]”) and (ii) then multiplying the product of romanette (i) of this paragraph by the applicable “Purchase Price [**]” as set forth in the applicable table in Section 1 of this Schedule B-1 above.

B.
Additional Amounts Owed for PureFlow SL Monthly Dialysis Supplies.

a.
Each calendar quarter, NxStage will divide the sum of all SAKs (as defined below) [**] for all PureFlow Patients during such calendar quarter (based on the number of [**] for such calendar quarter) by the sum of all PureFlow Patient Months (as defined below) in such calendar quarter (the “Average Monthly SAK [**]”). A “PureFlow Patient Month” means, with respect to each PureFlow Patient for a particular calendar month, an amount equal to the quotient of the number of calendar days such PureFlow Patient would be able to receive [**] in such particular calendar month (taking into account such PureFlow Patient’s start date in such calendar month and prescribed therapy frequency) divided by the number of calendar days such PureFlow Patient would have been able to receive [**] in such particular calendar month if the PureFlow Patient had started [**] on the first day of such calendar month(taking into account such PureFlow Patient’s prescribed therapy frequency). “SAK” means each bag of dialysate concentrate designed for use with the PureFlow SL. For purposes of clarity, a case of SAKs consists of two (2) SAKS.

ii.
If, in any calendar quarter, the Average Monthly SAK [**] is greater than [**] cases of SAKs per PureFlow Patient (the “SAK Initial Threshold”) and less than or equal to [**] cases of SAKs per PureFlow Patient, then NxStage shall [**] equal to the result of the following calculation (which shall result in an [**] only on the [**] which caused Customer to exceed the SAK Initial Threshold):

[[(Average Monthly SAK [**] minus [**])] * [Total number of PureFlow Patient Months in such calendar quarter] * [[**]]]

iii.
If, in any calendar quarter, the Average Monthly SAK [**] is greater than [**] cases of SAKs per PureFlow Patient (the “SAK Increased Threshold”), then NxStage shall [**] equal to the sum of the results of the following calculation (which shall result in an [**] only on the [**] which caused Customer to exceed the SAK Increased Threshold):

1)
[[([**] minus [**])] * [Total number of PureFlow Patient Months in such calendar quarter] * [[**]]]
+
2)
[[(Average Monthly SAK [**] minus [**])] * [Total number of PureFlow Patient Months in such calendar quarter] * [[**]]]

C.
Additional Amounts Owed for Express Monthly Dialysis Supplies.

i.
Each calendar quarter, NxStage will divide the sum of all RFPs (as defined below) [**] for all Express Patients during such calendar quarter (based on the number of [**] for such calendar quarter) by the sum of all Express Patient Months (as defined below) in such calendar quarter (the “Average Monthly RFP [**]”). A “Express Patient Month” means, with respect to each Express Patient for a particular calendar month, an amount equal to the quotient of the number of calendar days such Express Patient would be able to [**] in such particular calendar month (taking into account such Express Patient’s start date in such calendar month and prescribed therapy frequency) divided by the number of calendar days such Express Patient would have been able to [**] in such particular calendar month if the Express Patient had started [**] on the first day of such calendar month (taking into account such Express Patient’s prescribed therapy frequence). “RFP” means each five (5) liter bag of pre-packaged dialysate fluids. For purposes of clarity, a case of RFPs consists of two (2) RFPs.

ii.
If, in any calendar quarter, the Average Monthly RFP [**] is greater than [**] cases of RFPs per Express Patient (the “RFP Initial Threshold”) and less than or equal to [**] cases of RFPs per Express Patient, then NxStage shall [**] equal to the result of the following calculation (which shall result in an [**] only on the [**] which caused Customer to exceed the RFP Initial Threshold):






[[(Average Monthly RFP [**] minus [**])] * [Total number of Express Patient Months in such calendar quarter] * [[**]]]

iii.
If, in any calendar quarter, the Average Monthly RFP [**] is greater than [**] cases of RFPs per Express Patient (the “RFP Increased Threshold”), then NxStage shall [**] equal to the sum of the results of the following calculation (which shall result in an [**] only on the [**] which caused Customer to exceed the RFP Increased Threshold):

1)
[[([**])] * [Total number of Express Patient Months in such calendar quarter] * [[**]]]
+
2)
[[(Average Monthly RFP [**] minus [**])] * [Total number of Express Patient Months in such calendar quarter] * [[**]]]

3.    Purchase Price Adjustment for [**].

If the Qualified Net Purchases of Monthly Dialysis Supplies (as defined in Section 4(A) below) do not total at least [**] during the calendar quarter commencing on [**] and ending on [**], then: (a) the applicable “Purchase Price [**]” for the Monthly Dialysis Supplies during [**] shall be as set forth in the table below (instead of the applicable “Purchase Price [**]” for the Monthly Dialysis Supplies for [**] as shown in the applicable table above in Section 1 of this Schedule B-1) and (b) the applicable “Monthly Purchase Price” for [**] shall be recalculated in accordance with Section 2(A) of this Schedule B-1 above using the applicable “Purchase Price [**]” set forth in the table below (instead of the applicable “Purchase Price [**]” for the Monthly Dialysis Supplies for [**] as shown in the applicable table above in Section 1 of this Schedule B-1).

 
Purchase Price [**]
PureFlow SL Monthly Dialysis Supplies for the System One and the System One S
[**]
Express Monthly Dialysis Supplies
[**]

4.    Rebates.

A.
[**] Rebates. During each calendar quarter commencing on [**] through [**] (the “[**] Rebate Period”), Customer shall be eligible to earn a rebate as set forth in the “[**] Rebate Table” below on all Qualified Net Purchases of Monthly Dialysis Supplies (as defined below) in such calendar quarter, if the Qualified Net Purchases of Monthly Dialysis Supplies during such calendar quarter achieves one of the tiers set forth in the “[**] Rebate Table” below (each, a “[**] Rebate” and collectively , the “[**] Rebates”). The applicable amount of a [**] Rebate for a calendar quarter during the [**] Rebate Period shall be calculated by multiplying all Qualified Net Purchases of Monthly Dialysis Supplies during such applicable calendar quarter by the rebate dollar amount applicable to the rebate tier achieved by Customer pursuant to the “[**] Rebate Table” below during such applicable calendar quarter. For example, if in the calendar quarter ending [**], Customer made [**] Qualified Net Purchases of Monthly Dialysis Supplies, Customer shall earn a [**] Rebate for such calendar quarter in an amount equal to [**] (i.e., [**] x [**]). For purposes of this Schedule B-1, “Qualified Net Purchases of Monthly Dialysis Supplies” means, subject to the following paragraph, all Monthly Dialysis Supplies purchased by Customer and the Authorized Customer Locations from NxStage for [**], less credits based on returns pursuant to Section 9, documented hospitalizations pursuant to Section 10, and permanent discontinuations of therapy pursuant to Section 10.

Qualified Net Purchases of Monthly Dialysis Supplies shall not include Monthly Dialysis Supplies purchased by Customer and the Authorized Customer Locations from NxStage for patients (i) subject to a New Agreement, (ii) prescribed to receive therapy with the System in a [**] setting (it being understood that patients performing home care in [**] shall be counted for purposes of the Qualified Net Purchases of Monthly Dialysis Supplies; provided that such patients’ therapy is not performed in a facility where such facility staff or Customer or Authorized Customer Location staff is performing or assisting with the treatment, or where more than [**] is receiving therapy with a [**] System in such facility or where [**] or more System patients are in such facility), (iii) acquired by Customer or any Authorized Customer Location in connection with a [**] Acquisition or the entry into of a [**] Management Contract with any [**] Site (each, an “Acquired [**] Site”, and the acquisition of each such Acquired [**] Site hereinafter referred to as a “[**] Site Acquisition” and collectively as the “[**] Site Acquisitions”) during the Term (the “Excluded [**] Transactions”, and such acquired patients,





as set forth in this subsection (iii) shall be hereinafter referred to as the “Excluded [**] Transaction Patients”), (iv) acquired by Customer or any Authorized Customer Location on or after the Third Amendment Effective Date (1) through the purchase of facilities (other than [**] Sites) which have, or did have, any type of program with NxStage with respect to the purchase, sale or rental of the System for home use during the [**] months prior to the closing date of the acquisition (each, an “Acquired Non-[**] Site”, and the acquisition of each such Acquired Non-[**] Site hereinafter referred to as a “Non-[**] Site Acquisition” and collectively as the “Non-[**] Site Acquisitions”), or (2) under any management contract, joint venture or other similar transaction entered into subsequent to the Third Amendment Effective Date with any facility (other than any [**] Site) (each, a “Non-[**] Site”) which has, or did have, any type of program with NxStage with respect to the purchase, sale or rental of the System during the [**] months prior to the effective date of any such management contract, joint venture or similar transaction (each, a “Non-[**] Management Contract Site”) (the management contract, joint venture or similar transaction relationship with such Non-[**] Management Contract Sites hereinafter referred to as “Non-[**] Management Contracts”, and together with the Non-[**] Site Acquisitions, collectively the “Excluded Non-[**] Transactions”) (such acquired patients, as set forth in subsections (1) and (2) of this subsection (iv) shall be hereinafter referred to as the “Excluded Non-[**] Transaction Patients”), (v) that are added subsequent to the Acquisition Date (as defined below) of any Acquired [**] Site, Acquired Non-[**] Site or Non-[**] Management Contract Site if the Qualified Net Purchases of Monthly Dialysis Supplies from such sites in any calendar quarter exceeds more than [**] of the Authorized Customer Locations’ aggregate Qualified Net Purchases of Monthly Dialysis Supplies in the prior calendar quarter, or (vi) that are added by any [**] Site from and after the effective date of any [**] Management Contract entered into by such [**] Site (the “Excluded New [**] Management Contract Patients”, and together with the Excluded [**] Transaction Patients and the Excluded Non-[**] Transaction Patients, the “Excluded Acquired Patients”). The number of Excluded [**] Transaction Patients and Excluded Non-[**] Transaction Patients shall be measured as of the effective date of the applicable [**] Management Contract or Non-[**] Management Contract, and as of the closing date of the applicable [**] Site Acquisition or Non-[**] Site Acquisition (each of such dates referred to herein for purposes of this paragraph as the “Acquisition Date”), and shall also include all patients that transfer from the relevant [**] Site or Non-[**] Site to an Authorized Customer Location during the [**] months prior to the applicable Acquisition Date (the “Excluded Pre-Acquisition Date Patient Transfers”). All Excluded Acquired Patients which transfer to an Authorized Customer Location subsequent to the Acquisition Date, as well as all Excluded Pre-Acquisition Date Patient Transfers shall also be excluded from the Qualified Net Purchase of Monthly Dialysis Supplies. The number of Qualified Net Purchases of Monthly Dialysis Supplies for Excluded Acquired Patients shall continue to be deducted at all times during the Term from the aggregate Qualified Net Purchases of Monthly Dialysis Supplies, irrespective of whether or not such Excluded Acquired Patients are no longer on therapy with the System One at any time during the Term.

For the sake of clarity, with respect to Section 4 of this Schedule B-1, (x) Monthly Dialysis Supplies shall be deemed to have been purchased on the date that NxStage invoices Customer or any Authorized Customer Location for the Monthly Dialysis Supplies and (y) adjustments for credits will be applied during the calendar quarter in which NxStage issues the credit to Customer (notwithstanding the fact that it may relate to an event in a prior calendar quarter).

[**] Rebate Table
Q3
Q4
Qualified Net Purchases of Monthly Dialysis Supplies Rebate Tiers
Rebate Dollar Amount
Qualified Net Purchases of Monthly Dialysis Supplies Rebate Tiers
Rebate Dollar Amount
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]















B.
[*] Rebates. During each calendar quarter during the period of [**] through [**] (the “[**] Rebate Period”), Customer shall be eligible to earn a rebate as set forth in the “[**] Rebate Table” below on all Qualified Net Purchases of Monthly Dialysis Supplies in such calendar quarter, if the Qualified Net Purchases of Monthly Dialysis Supplies during such calendar quarter achieves one of the tiers set forth in the “[**] Rebate Table” below (each, a “[**] Rebate” and collectively, the “[**] Rebates”). The applicable amount of a [**] Rebate for a calendar quarter during the [**] Rebate Period shall be calculated by multiplying all Qualified Net Purchases of Monthly Dialysis Supplies during such applicable calendar quarter by the rebate dollar amount applicable to the rebate tier achieved by Customer pursuant to the “[**] Rebate Table” below during such applicable calendar quarter.

[**]  Rebate Table
Q1
Q2
Q3
Q4
Qualified Net Purchases of Monthly Dialysis Supplies Rebate Tiers
Rebate Dollar Amount
Qualified Net Purchases of Monthly Dialysis Supplies Rebate Tiers
Rebate Dollar Amount
Qualified Net Purchases of Monthly Dialysis Supplies Rebate Tiers
Rebate Dollar Amount
Qualified Net Purchases of Monthly Dialysis Supplies Rebate Tiers
Rebate Dollar Amount
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]

C.
[**] Rebates. During each calendar quarter during the period of [**] through [**] (the “[**] Rebate Period”), Customer shall be eligible to earn a rebate as set forth in the “[**] Rebate Table” below on all Qualified Net Purchases of Monthly Dialysis Supplies in such calendar quarter, if the Qualified Net Purchases of Monthly Dialysis Supplies during such calendar quarter achieves one of the tiers set forth in the “[**] Rebate Table” below (each, a “[**] Rebate” and collectively, the “[**] Rebates” and collectively with the [**] Rebates and the [**] Rebates, each a “Rebate” and collectively, the “Rebates”). The applicable amount of a [**] Rebate for a calendar quarter during the [**] Rebate Period shall be calculated by multiplying all Qualified Net Purchases of Monthly Dialysis Supplies during such applicable calendar quarter by the rebate dollar amount applicable to the rebate tier achieved by Customer pursuant to the “[**] Rebate Table” below during such applicable calendar quarter.

[**]  Rebate Table
Q1
Q2
Q3
Q4
Qualified Net Purchases of Monthly Dialysis Supplies Rebate Tiers
Rebate Dollar Amount
Qualified Net Purchases of Monthly Dialysis Supplies Rebate Tiers
Rebate Dollar Amount
Qualified Net Purchases of Monthly Dialysis Supplies Rebate Tiers
Rebate Dollar Amount
Qualified Net Purchases of Monthly Dialysis Supplies Rebate Tiers
Rebate Dollar Amount
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]

D.
Rebate Payment. Any Rebate owed shall be paid by NxStage to Customer within [**] days after the applicable calendar quarter. During this [**] day period, NxStage reserves the right to ask for additional documentation supporting the calculation of Qualified Net Purchases of Monthly Dialysis Supplies for the applicable calendar quarter, including a





reconciliation of active [**] for the quarter, and a review of any discontinuations of patient therapy. NxStage shall make all payments of any Rebate earned by Customer via electronic funds transfer (“EFT”) using the EFT information provided by Customer to NxStage. Upon the early termination of this Agreement for any reason, NxStage shall, within [**] days of such termination of this Agreement for any reason, pay each Rebate earned by Customer through the date of such termination of this Agreement for any reason. If the termination of this Agreement for any reason occurs during a calendar quarter so that such calendar quarter is not complete at the time of the termination of this Agreement for any reason, then each tier under the heading “Qualified Net Purchases of Monthly Dialysis Supplies Rebate Tiers” set forth in the “[**] Rebate Table” above, the “[**] Rebate Table” above, or the “[**] Rebate Table” above, as applicable, for the applicable calendar quarter (and not the Rebate Dollar Amount in the “[**] Rebate Table” above, the “[**] Rebate Table” above, or the “[**] Rebate Table” above, as applicable) shall be adjusted by multiplying an amount equal to: (a) the quotient of the number of days when the Agreement was in effect during the applicable calendar quarter divided by (b) ninety (90). Any failure of Customer to earn a Rebate during any applicable calendar quarter shall not affect Customer’s ability to earn a Rebate during any other applicable calendar quarter.

5.    Reserve Quantity Inventory Pricing

If at the time of the initial Patient Prescription Monthly Standing Order for a Patient, a reserve of [**] of the Monthly Dialysis Supplies is required (the “Reserve Quantity Inventory”), the Purchase Price for the Reserve Quantity Inventory shall be determined as set forth in the table below:
 Reserve Quantity Inventory
(placed at the time of initial patient prescription)
[**]
[**] of the “Monthly Purchase Price” set forth in the applicable table above based on such Patient’s prescribed treatment frequency and fluid volume
[**]
[**] of the “Monthly Purchase Price” set forth in the applicable table above based on such Patient’s prescribed treatment frequency and fluid volume

6.    Pricing Eligibility Requirement.

Customer shall not be eligible for any Rebate under this Schedule B-1 unless (a) Customer is not in material breach of any of the provisions of the Agreement (taking into account any applicable cure period set forth in the Agreement), and (b) Customer is current in all of its payment obligations to NxStage, and no payment owed by Customer to NxStage hereunder is past due; provided that the Rebates set forth in this Schedule B-1 may be earned if Customer’s past due undisputed invoices are less than [**] in total. Amounts disputed in good faith by Customer pursuant to the provisions of Section 6 of the Agreement shall not impact Customer’s eligibility for any of the Rebates set forth in this Schedule B-1.

7.    Reporting. All discounts and rebates provided pursuant to this Schedule B, are “Discounts or Other Reductions in Price” to Customer under 42 U.S.C. § 1320a-7b(b)(3)(A) of the Social Security Act, and shall be properly reported by Customer on applicable Medicare and Medicaid claims and cost reports in accordance with the terms and conditions of Section 7 of the Agreement.






Schedule B-2
Chronic Outpatient Therapy Agreement
Ancillary/Replacement Supplies

1.
ANCILLARY PRODUCTS AND CUSTOMER AUTHORIZATION

The pricing set forth in the table below titled “Ancillary/Replacement Supplies” applies to all Ancillary/Replacement Supplies (as defined below) purchased by Customer or any Authorized Customer Location during the Term. All purchases of Ancillary/Replacement Supplies must be initiated by a valid purchase order. NxStage will not ship any Ancillary/Replacement Supplies to any Authorized Customer Location without the prior consent of such Authorized Customer Location. For purposes hereof, “Ancillary/Replacement Supplies” means the individual products set forth in the table below not explicitly included in the Monthly Dialysis Supplies or items the use of which exceeds a Patient’s applicable prescribed treatment frequency and fluid volume or is above standard usage levels.

ANCILLARY/REPLACEMENT SUPPLIES
Part Number
Category
Description
Quantity
Purchase Price
ANC-200
Consumables
Drain Line extension
24/Case
[**]
CAR-124
Consumables
Cartridge w/o preattached dialyzer
6/Case
[**]
CAR-170
Consumables
Cartridge Express
6/Case
[**]
CAR-172
Consumables
Cartridge Express with medication ports
6/case
[**]
DTK-001
Consumables
Dialysate Test Kit
25/Case
[**]
FWS-206-B
Consumables
ComfortmateTM Warmer Disposable w/ 6 MLA lines
24/Case
[**]
FWS-209-B
Consumables
Comfortmate Warmer Disposable w/ 9 MLA lines
24/Case
[**]
FWS-304
Consumables
Express Warmer Disposable w/ 4 MLA lines
24/Case
[**]
FWS-308
Consumables
Express Warmer Disposable w/ 8 MLA lines
24/Case
[**]
NX25-0561
Consumables
PureFlow SL Drain Line Cleaning product
Each
[**]
PAK-001
Consumables
PureFlowTM SL PAK
Each
[**]
RFP-204
Consumables
Express Premixed Dialysate, 5L, Lactate 40 mEq/L, 1K
2/Case
[**]
RFP-205
Consumables
Express Premixed Dialysate, 5L, Lactate 35 mEq/L, 3K
2/Case
[**]
RFP-207
Consumables
Express Premixed Dialysate, 5L, Lactate 45 mEq/L, 1K
2/Case
[**]
RFP-209
Consumables
Express Premixed Dialysate, 5L, Lactate 45 mEq/L, 2K
2/Case
[**]
RFP-211
Consumables
Express Premixed Dialysate, 5L, Lactate 40 mEq/L, 2K
2/Case
[**]
SAK-301
Consumables
PureFlow SL SAK, 60L Lactate 45 mEq/L, 1K
2/Case
[**]
SAK-302
Consumables
PureFlow SL SAK, 60L Lactate 40 mEq/L, 1K
2/Case
[**]
SAK-303
Consumables
PureFlow SL SAK - 50L Lactate 45 mEq/L, 1K
2/Case
[**]
SAK-304
Consumables
PureFlow SL SAK - 60L Lactate 45 mEq/L, 2K
2/Case
[**]
SAK-305
Consumables
PureFlow SL SAK - 40L Lactate 45 mEq/L, 1K
2/Case
[**]
SAK-306
Consumables
PureFlow SL SAK - 50L Lactate 45 mEq/L, 2K
2/Case
[**]
SAK-307
Consumables
PureFlow SL SAK - 50L Lactate 40 mEq/L, 1K
2/Case
[**]
SAK-401
Consumables
PureFlow SL SAK, 60L Lactate 45 mEq/L, 1K^
2/Case
[**]
SAK-402
Consumables
PureFlow SL SAK, 60L Lactate 40 mEq/L, 1K^
2/Case
[**]
SAK-403
Consumables
PureFlow SL SAK - 50L Lactate 45 mEq/L, 1K^
2/Case
[**]
SAK-404
Consumables
PureFlow SL SAK - 60L Lactate 45 mEq/L, 2K^
2/Case
[**]
SAK-405
Consumables
PureFlow SL SAK - 40L Lactate 45 mEq/L, 1K^
2/Case
[**]
SAK-406
Consumables
PureFlow SL SAK - 50L Lactate 45 mEq/L, 2K^
2/Case
[**]
SAK-407
Consumables
PureFlow SL SAK - 50L Lactate 40 mEq/L, 1K^
2/Case
[**]
TNPK-204
Consumables
Ten cases of RFP-204
10 Cases/Each
[**]
TNPK-205
Consumables
Ten cases of RFP-205
10 Cases/Each
[**]
TNPK-207
Consumables
Ten cases of RFP-207
10 Cases/Each
[**]
TNPK-209
Consumables
Ten cases of RFP-209
10 Cases/Each
[**]
TNPK-211
Consumables
Ten cases of RFP-211
10 Cases/Each
[**]






Part Number
Category
Description
Quantity
Purchase Price
NX0153-P
Accessories
Wheeled Base/Cycler Stand
Each
[**]
NC1012
Accessories
Soft-sided Travel Case
Each
[**]
NC1079
Accessories
Hard-sided Travel Case
Each
[**]
NX2000-3
Accessories
PureFlow SL Wheeled Base
Each
[**]
FW-300-1
Accessories
Express Fluid Warmer Accessory Kit
Each
[**]
NX1348
Accessories
Extended Cycler Base and Filter Holder
Each
[**]
NX1373
Accessories
Leak Detection System
Each
[**]
NX0642
Accessories
Cycler Base and Fluid Detection Sensor
Each
[**]
NX0664
Accessories
Fluid Detection Sensor
Each
[**]
APM517
Accessories
Molded Plastic Cycler Replica
Each
[**]
NC1816-1**
Packaging
Cycler Packaging
Each
[**]
NC3219**
Packaging
FW-200 Packaging
Each
[**]
NX0601**
Packaging
FW-300 Packaging
Each
[**]
NX0624**
Packaging
FW-300-1 Packaging
Each
[**]
NC0742**
Packaging
Cycler Stand (NX0248-P) box
Each
[**]
NC0380**
Packaging
IV pole shipping tube
Each
[**]
NC2980**
Packaging
PureFlow SL Control Unit Packaging
Each
[**]
NX0464**
Packaging
PureFlow Chassis Packaging
Each
[**]
NC4012*
Documentation
NxStage System One and NxStage System One S Chronic Cycler Users Guide
Each
[**]
NC5342*
Documentation
PureFlow SL User Guide for System One S^
Each
[**]
NC2327*
Documentation
PureFlow SL Users Guide
Each
[**]
NC1760
Documentation
Express Fluid Warmer User Guide (included in FW-300-1)
Each
[**]
NC0118*
Documentation
ComfortMate Fluid Warmer User Guide
Each
[**]
NC1344
Documentation
Troubleshooting Rinseback Tool
Each
[**]
NX0232-R
Replacement Parts - Cycler
Jewel Box Computer
Each
[**]
NX0740-A
Replacement Parts - Cycler
ConNxBox™ Computer (AT&T)
Each
[**]
NX0740-S
Replacement Parts - Cycler
ConNxBox™ Computer (Sprint)
Each
[**]
NC0746*
Replacement Parts - Cycler
USB thumb drive
Each
[**]
NX0424
Replacement Parts - Cycler
Adapter Feet for Cycler on PureFlow SL without Cycler Base
4/Pkg
[**]
NX0429-P
Replacement Parts - Cycler
Saline hook
Each
[**]
NX0593
Replacement Parts - Cycler
Filter tilter
Each
[**]
NX0248-01
Replacement Parts - Cycler
Table top stand and 4-hanger top for IV pole
Each
[**]
NX0248-02
Replacement Parts - Cycler
IV pole
Each
[**]
228
Replacement Parts - Cycler
4-hanger top for IV pole
Each
[**]
NC1292
Replacement Parts - Cycler
Screws to attach pole to stand
Each
[**]
NC0384
Replacement Parts - Cycler
Screws to attach hanger to pole
Each
[**]





86557030
Replacement Parts - Cycler
0.5 meter Warmer (FW-200) cord
Each
[**]
NX0599
Replacement Parts - Cycler-
Express Fluid Warmer Bag Cover
Each
[**]
NX0600
Replacement Parts - Cycler-
Express Fluid Warmer Bottom Mount
Each
[**]
NX0484
Replacement Parts - Cycler-
Express Fluid Warmer Top Mount
Each
[**]
NX0485
Replacement Parts - Cycler-
Express Fluid Warmer Collapsible Pole
Each
[**]
86557300
Replacement Parts - PFSL-
1 meter Chassis Interconnect cord
Each
[**]
NC3822
Replacement Parts - PFSL-
Replacement air filter & guard cover
Each
[**]
NC3823
Replacement Parts - PFSL-
Replacement air filter & guard filter
Each
[**]
NC0985
Replacement Parts - PFSL-
John Guest Check Valve
Each
[**]
NC1148
Replacement Parts - PFSL-
Aerator Adapter 15/16-27 Male X 55/
Each
[**]
NC1176
Replacement Parts - PFSL-
12' Power cord
Each
[**]
NC1180
Replacement Parts - PFSL-
Drain Saddle Valve
Each
[**]
NC1196
Replacement Parts - PFSL-
Diverter Aerator - Pull Down
Each
[**]
NX0305
Replacement Parts - PFSL-
Water connection kit - under sink
Each
[**]
NX0306
Replacement Parts - PFSL
20' Drain Line Kit
Each
[**]
NX0415
Replacement Parts - PFSL
Water connection kit - faucet
Each
[**]
NX0416
Replacement Parts - PFSL
Water connection kit - washer hook up
Each
[**]
NX0509
Replacement Parts - PFSL
USB cable (J1)
Each
[**]
NX0513
Replacement Parts - PFSL
Control Unit adapter
2/Case
[**]
NX0516
Replacement Parts - PFSL
PureFlow SL drain line replacement (NC0991 Raw)
Each
[**]
NX0517
Replacement Parts - PFSL
Water Supply Line Replacement
Each
[**]
NX2000-4*
Replacement Parts - PFSL
Pretreatment Kit (includes hookups, wtr lines, drain)
Each
[**]
SED-001
Replacement Parts - PFSL
Sediment filter for pre-treatment kit
Each
[**]

^ For use with the NxStage System One S only.
* May be included in a [**] redeployment package as needed for each new patient start.
** Shipping is [**] of the packaging material.

2.
VACATION/TRAVEL SUPPLIES/PUREFLOW EXPRESS BAG ALLOTMENT

NxStage will ship System cartridges and fluids (“System Supplies”) to support Patient travel only (a) within the Continental United States, Alaska and Hawaii and (b) on cruises departing from U.S. ports within the Continental United States (collectively, “Travel Locations”). There is [**] for the actual System Supplies shipped to Travel Locations as the [**] for Monthly Dialysis Supplies





as set forth in the applicable table in Schedule B-1. There may, however, be fees for administering and shipping System Supplies to Travel Locations as outlined below and in Schedule B-4. If Customer has notified NxStage that the traveling Patient is responsible for such fees, then the traveling Patient must remit such fees prior to NxStage shipping System Supplies to Travel Locations. There is [**] for the cancellation of a travel delivery, but any [**] already remitted are [**] for any reason. In order to support Patient travel to Travel Locations, NxStage must receive a prescription using the NxStage System One Vacation and Travel Form that is signed by the Patient’s physician (the “Travel Order”), requesting travel delivery at least [**] calendar days prior to the requested delivery date. NxStage is not obligated to accept any Travel Orders without such [**] calendar days’ notice. To avoid additional freight charges, as outlined in Schedule B-4, Travel Orders for the Continental United States must be submitted at least forty-five (45) days prior to the requested delivery date and Travel Orders for Alaska, Hawaii and cruises must be submitted at least sixty (60) calendar days prior to the requested delivery date. Additional freight charges may also apply for Travel Locations that are more than [**] miles from NxStage’s courier location (e.g., for delivery to remote areas). NxStage will not ship any System Supplies in less than full case quantities to satisfy special travel/vacation delivery requirements.
No Patient of any Authorized Customer Location may receive this travel benefit for more than [**] trips per Patient and for a maximum of [**] per calendar year (the “Travel Pricing Limitation”). Any requests for travel/vacation delivery: (i) in excess of the Travel Price Limitation, (ii) to locations outside of Travel Locations, (iii) in non-standard shipping volumes, or (iv) which are made with less than [**] calendar days’ notice, shall be subject to: (x) approval from NxStage and (y) additional shipping charges. NxStage shall act in good faith to make additional travel/vacation deliveries to the Authorized Customer Locations’ Patients at no additional charges, and shall give due consideration to the travel benefit unused by the Authorized Customer Locations’ other Patients.
All shipments of Monthly Dialysis Supplies to any Patient of any Authorized Customer Location shall be adjusted to account for any System Supplies delivered to any such traveling Patient of any Authorized Customer Location pursuant to Section 2 of this Schedule B-2. In connection with the delivery of any System Supplies pursuant to Section 2 of this Schedule B-2, NxStage will not arrange for delivery of Cyclers, Cabinets, Control Units, or Warmers. Each Patient of the Authorized Customer Locations shall be responsible for transporting Cyclers, Cabinets, Control Units, or Warmers, as applicable, according to the shipping directions provided by NxStage in the device Operator’s Manuals and other supplements as required, and Customer shall be responsible for any damages to such Cyclers, Cabinets, Control Units, or Warmers, as applicable, as a result of the transportation of such Cyclers, Cabinets, Control Units, or Warmers, as applicable, by a Patient of any Authorized Customer Location. In addition, NxStage will not perform equipment service swaps for those Patients traveling to Alaska, Hawaii or on cruises and such traveling Patients must have a backup therapy plan in the event of equipment failure. In no event will NxStage’s total liability to Customer and/or to any Authorized Customer Location for any costs or injury resulting from a delay or failure to deliver System Supplies to a patient’s Travel Location exceed [**], provided that prior to incurring any costs (including cancellation or change fees), Customer or its Authorized Customer Location shall communicate in good faith with NxStage to determine if there is a way to minimize or avoid such costs.

3.
PUREFLOW EXPRESS PREMIXED DIALYSATE BAGS ALLOTMENT

Moreover, an allotment of PureFlow Express Premixed Dialysate bags will be made available to Customer for distribution to the Authorized Customer Locations’ NxStage PureFlow SL patients [**] charge to allow for vacation, travel, and other usage. Allotments shall be made on an Authorized Customer Location basis. As of March 1, 2013, Customer’s aggregate balance was [**] cases. Thereafter, the balance shall be recalculated at the end of each calendar month per Authorized Customer Location according to the following formula:

Add: [**] cases of PureFlow Express Premixed Dialysate bags multiplied by the [**] of such Authorized Customer Location’s patients then prescribed to receive and receiving PureFlow SL Monthly Dialysis Supplies at home at the start of that calendar month;
Add: [**] cases of PureFlow Express Premixed Dialysate bags multiplied by the [**] of such Authorized Customer Location’s [**] PureFlow SL [**] that start at home during that [**] (adjusted, as appropriate, for [**]); and
Subtract: Actual shipments during that calendar month of cases of PureFlow Express Premixed Dialysate bags to such Authorized Customer Location’s patients then prescribed to receive and receiving PureFlow SL Monthly Dialysis Supplies, not including cases of PureFlow Express Premixed Dialysate bags: (a) purchased as part of an initial reserve inventory shipment in any such calendar month, (b) shipped in connection with a Product Recall (as defined in Schedule C) as to any such PureFlow Express Premixed Dialysate bags shipped by NxStage to any Authorized Customer Location for its PureFlow SL patients in any such calendar month, or (c) reshipped to its PureFlow SL patients in connection with any defects or damages in the shipment of any such cases of PureFlow Express Premixed Dialysate bags as further described in Sections 5(c) and 9 of the Agreement.






If the calculated balance as described above is negative, NxStage shall bill Customer for such negative balance at the applicable pricing set forth in the applicable table in Section 1 of Schedule B-1 and the balance will be reset to [**] to start the subsequent calendar month. Any positive balance shall be carried to the subsequent calendar month, provided such positive balance, in cases, will never exceed the number of such Authorized Customer Location’s patients then prescribed to receive and receiving PureFlow SL Monthly Dialysis Supplies at the end of that month multiplied by [**]. Balance information shall be provided to Customer upon Customer’s request.

4.
REDEPLOYMENT PACKAGES

If at any time during the Term, the use of a System by any Patient of any Authorized Customer Location that is no longer on NxStage therapy is transferred to another Patient of any Authorized Customer Location for any reason, NxStage shall at any Authorized Customer Locations’ request provide the applicable Products set forth in the table below to such other Patient depending on the type of System transferred to such other Patient (a “Redeployment Package”), [**] to Customer:
 
Part Number
Description
 
Part Number
Description
NX0731
Pre-Mixed Dialysate Patient Redeployment Kit
 
NX0730
PureFlow SL Patient Redeployment Kit
NC0118 or
NC1760
ComfortMate Fluid Warmer User’s Guide
 
NC0118 or
NC1760
ComfortMate Fluid Warmer User’s Guide
NxStage Express Fluid Warmer User’s Guide
 
NxStage Express Fluid Warmer User’s Guide
NC4012
Bound System One User's Guide
 
NC4012
Bound System One User's Guide
 
NC2323
Cycler Base IFU
 
NC2327 or NC5342
PF Users Guide
NC1344
Rinseback Tool
 
CPM-001
Conductivity Preventative Maintenance
 
 
 
NC2323
Cycler Base IFU
 
 
 
NX2000-4
Pretreatment Kit (includes hookups, wtr lines, drain)
 
 
NC3822
Replacement air filter & guard cover
 
 
 
NC3823
Replacement air filter & guard filter
 
 
 
NC1344
Rinseback Tool


5.
NEW PATIENT PACKAGES        

Each new Patient of any Authorized Customer Location using Product NXS-02-PUR (in the case of a purchase by Customer on behalf of the applicable Authorized Customer Location at the pricing set forth on Schedule B-3) or Product NXS-02-MTM (in the case of a rental by Customer on behalf of the applicable Authorized Customer Location at the pricing set forth on Schedule B-3) shall receive the following Products, as applicable:






Part Number
Description
 
Part Number
Description
NX0807
Pre-Mixed Dialysate Patient Starter Kit
 
NX0809
Pre-Mixed Dialysate Patient Starter Kit
NX1000-3
NxStage System One S Chronic Cycler
 
NX1000-3
NxStage System One S Chronic Cycler
NX0740-S
ConNxBox with Sprint Modem
 
NX0232-R
Jewel Box
NX0642
Cycler Base and Fluid Detection Sensor
 
NX0642
Cycler Base and Fluid Detection Sensor
FW-300
Express Fluid Warmer
 
FW-300
Express Fluid Warmer
FW-300-1
Express Warmer Accessory Kit
 
FW-300-1
Express Warmer Accessory Kit
NC4012
Bound System One User's Guide
 
NC4012
Bound System One User's Guide
NC1344
Rinseback Tool
 
NC1344
Rinseback Tool