MEDICARE PART B PHARMACY AND MEDICAL SUPPLIES PROVIDER AND SERVICES AGREEMENT

Exhibit 10.77

EXECUTION ORIGINAL

This document contains Express Scripts, Inc. proprietary information and/or data. Recipient, by accepting this document, agrees that it will not duplicate, use, or disclose-in whole or in part-this document, or the information contained therein, or any part thereof to others for any other purpose except as specifically authorized in writing by Express Scripts, Inc. EXEMPT FROM PUBLIC DISCLOSURE: Information contained herein is confidential information of Express Scripts, Inc. and is exempt from public disclosure under 5 U.S.C. §552 (b). Do not disclose outside of the recipient organization of the United States Government.

MEDICARE PART B PHARMACY AND MEDICAL SUPPLIES
PROVIDER AND SERVICES AGREEMENT

THIS MEDICARE PART B PHARMACY AND MEDICAL SUPPLIES PROVIDER AND SERVICES AGREEMENT (the “Agreement” ) is entered into as of this 11th day of December, 2008 (the “Effective Date” ) by and between Express Scripts, Inc. ( “ESI” ), having a principal place of business at One Express Way, St. Louis, Missouri 63121 and United States Pharmaceutical Group, LLC dba NationsHealth (collectively, “NationsHealth” ), having a principal place of business at 13630 NW 8 ^th Street, Suite 210, Sunrise, FL 33325.

RECITALS

WHEREAS , ESI administers Medicare Part B Sponsor Programs for its Plan Sponsors (as defined in Section 1.19 and 1.24 of this Agreement, respectively), which programs include claims administration and other pharmacy benefit management services; and

WHEREAS , in order to fulfill its service obligation to its Plan Sponsors, ESI maintains a variety of services relating to the delivery of pharmacy benefits and prescription services; and

WHEREAS , ESI desires to offer to its Plan Sponsors certain Medicare Part B (as defined in Section 1.15) services, including coordination of care, fulfillment and reimbursement services, for specific Medicare Part B Program Drugs and/or Supplies (as defined in Section 1.17); and

WHEREAS , NationsHealth performs, among other things, some of the Medicare Part B services that ESI desires to provide to its Plan Sponsors; and

WHEREAS , ESI desires for NationsHealth to provide to ESI, and NationsHealth desires to provide to ESI, the Medicare Part B services required by ESI as set forth in this Agreement.

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ESI and NationsHealth hereby agree as follows:

TERMS AND CONDITIONS

1.  DEFINITIONS . As used in this Agreement, each of the following terms (and the plural thereof, when appropriate) shall have the meaning set forth herein, except where the context makes it clear that such meaning is not intended:

1.1 “Affiliate” means, as to either party: (a) any division of a party other than the division(s) with direct responsibility for carrying out the party’s obligations under this Agreement, and (b) any corporation or other entity which, directly or indirectly, through one or more intermediaries, controls (i.e., possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise), is controlled by, or is under common control with such party.

1.2 “Business Day(s)” means all days except national holidays observed by NationsHealth in the ordinary course of its business. All references to “day(s)” are to calendar days unless Business Day(s) is specified.

1.3 “CMS” means the Centers for Medicare and Medicaid Services or any successor agency with the authority to administer the Medicare Part B program.

CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.

Exhibit 10.77

EXECUTION ORIGINAL

This document contains Express Scripts, Inc. proprietary information and/or data. Recipient, by accepting this document, agrees that it will not duplicate, use, or disclose-in whole or in part-this document, or the information contained therein, or any part thereof to others for any other purpose except as specifically authorized in writing by Express Scripts, Inc. EXEMPT FROM PUBLIC DISCLOSURE: Information contained herein is confidential information of Express Scripts, Inc. and is exempt from public disclosure under 5 U.S.C. §552 (b). Do not disclose outside of the recipient organization of the United States Government.

1.4 “Copayment/Coinsurance” means that portion of the total charge for each prescription drug or supply, including Medicare Part B Program Drugs and/or Supplies, that an Eligible Member is required to pay to NationsHealth or to the NationsHealth Pharmacies pursuant to such individual’s coverage under Medicare Part B and such individual’s Medicare Part B Sponsor Program and the provisions of Section 3.6 of this Agreement.

1.5 “DAW Code” means the “dispense as written” codes as developed by the NCPDP, as it may be revised from time to time.

1.6 “Deductible” means the specified dollar amount that an Eligible Member must pay each calendar or contract year before Medicare Part B begins to make payments on eligible Medicare Part B Program Drugs and/or Supplies.

1.7 “Disclosing Party” means that party that discloses Confidential Information to the Receiving Party (as defined in Section 1.29) as further described in Section 8 of this Agreement.

1.8 “Electronic Channel” shall have the meaning ascribed to it in Section 6.3 of this Agreement.

1.9 “Eligibility Files” shall have the meaning ascribed to it in Section 3.3(a) of this Agreement.

1.10 “Eligible Member” means an individual eligible to receive prescription benefit management services under the terms of an agreement entered into by that individual’s Plan Sponsor and ESI, who is eligible to receive services under Medicare Part B and who is eligible to receive services under such individual’s Medicare Part B Sponsor Program.

1.11 “EOB” means explanation of benefits received from CMS or other third party payor.

1.12 “ESI Medicare Part B Program” means the Medicare Part B program offered to Plan Sponsors by ESI, including certain services such as fulfillment, other payor source coordination, reporting and reimbursement coordination services.

1.13 “ESI Member” means any individual, including an Eligible Member, that was introduced to NationsHealth by or through ESI or a Plan Sponsor, that utilizes NationsHealth for the provision of Services (as defined in Section 1.30) hereunder to which NationsHealth has not dispensed any drugs or supplies in the immediately preceding [* * *] period prior to the date on which NationsHealth receives: an Eligibility File containing such individual’s name and other identifying information from ESI; a Prescription Request or Supply Order from ESI or identifying information from an Eligible Member or any other source, such as the Eligible Member’s name, a Prescription Request or Supply Order.

1.14 “Identification Card” means the printed identification card issued to or obtained online by the Eligible Member pursuant to the applicable Medicare Part B Sponsor Program.

1.15 “Medicare Part B” means the optional government health insurance program for the aged and some disabled persons, which covers doctors’ services, outpatient hospital care, and other medical services that are medically necessary, and in some cases preventative, which Medicare Part A does not cover.

1.16 “Medicare Part B Program Drug(s)” means the drugs set forth in Exhibit B , attached hereto and incorporated herein by this reference, which are reimbursable by CMS under Medicare Part B and provided to Eligible Members under the Medicare Part B Sponsor Program. ESI and NationsHealth may mutually agree in writing to modify, amend, delete or add to the Medicare Part B Program Drugs list set forth in Exhibit B .

CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.

Exhibit 10.77

EXECUTION ORIGINAL

This document contains Express Scripts, Inc. proprietary information and/or data. Recipient, by accepting this document, agrees that it will not duplicate, use, or disclose-in whole or in part-this document, or the information contained therein, or any part thereof to others for any other purpose except as specifically authorized in writing by Express Scripts, Inc. EXEMPT FROM PUBLIC DISCLOSURE: Information contained herein is confidential information of Express Scripts, Inc. and is exempt from public disclosure under 5 U.S.C. §552 (b). Do not disclose outside of the recipient organization of the United States Government.

1.17 “Medicare Part B Program Drugs and/or Supplies” means Medicare Part B Program Drugs and/or Medicare Part B Program Supplies.

1.18 “Medicare Part B Program Supplies” means the supplies, including blood glucose monitoring systems and other durable medical equipment set forth in Exhibit B , which are reimbursable by CMS under Medicare Part B and provided to Eligible Members under the Medicare Part B Sponsor Program. ESI and NationsHealth may mutually agree in writing to modify, amend, delete or add to the Medicare Part B Program Supplies list set forth in Exhibit B .

1.19 “Medicare Part B Sponsor Program(s)” means any group or individual plan, policy, agreement or other arrangement sponsored or issued by a Plan Sponsor and administered by ESI pursuant to an agreement between the Sponsor and ESI, which includes pharmacy services and supplies or benefits related to utilization of Medicare Part B Program Drugs and/or Supplies under Medicare Part B provided to Eligible Members.

1.20 “Medicare Part D” means the voluntary federal program to subsidize the costs of prescription drugs for Medicare beneficiaries, enacted as part of the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, 42 C.F.R. § 423.1 et seq. (the “MMA”), as further described in the MMA and any and all rules, regulations and official guidance promulgated by CMS in the implementation of the Act and the prescription drug benefit.

1.21 “NCPDP” means the National Council for Prescription Drug Programs.

1.22 “NationsHealth Pharmacy” means a pharmacy or other Medicare Part B provider listed on Exhibit C , attached hereto and incorporated herein by this reference, that provides the Medicare Part B Program Drugs and/or Supplies set forth in Exhibit B, which is owned by NationsHealth, operating under a name and logo owned by NationsHealth, and located in a state whose rules and statutes allow for the implementation of this Agreement. The NationsHealth Pharmacy(ies) also operates as an intake and dispensing center for Medicare Part B Program Supplies.

1.23 “Operation Guide” means the written guide containing the interface specifications and describing the practices, rules, operational requirements and policies and procedures established by ESI for the ESI Medicare Part B Program, necessary for the implementation of the Services provided hereunder, which is more fully described in Section 6. [* * *]

1.24 “Plan Sponsor” means any health maintenance organization (HMO), insurance company, employer or other organization having some financial responsibility for the payment of Medicare Part B Program Drugs and/or Supplies provided to Eligible Members under a Medicare Part B Sponsor Program and Medicare Part B for which ESI has directly or indirectly agreed to provide pharmacy benefit management and related services, and which is designated by ESI, in its sole discretion, for inclusion in the ESI Medicare Part B Program under this Agreement .

1.25 “Plan Sponsor Formulary” means the list of Medicare Part B Program Drugs and/or Supplies for which a Plan Sponsor provides secondary coverage under its Medicare Part B Sponsor Program, if such list does not include all Medicare Part B Program Drugs and/or Supplies.

CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.

Exhibit 10.77

EXECUTION ORIGINAL

This document contains Express Scripts, Inc. proprietary information and/or data. Recipient, by accepting this document, agrees that it will not duplicate, use, or disclose-in whole or in part-this document, or the information contained therein, or any part thereof to others for any other purpose except as specifically authorized in writing by Express Scripts, Inc. EXEMPT FROM PUBLIC DISCLOSURE: Information contained herein is confidential information of Express Scripts, Inc. and is exempt from public disclosure under 5 U.S.C. §552 (b). Do not disclose outside of the recipient organization of the United States Government.

1.26 “Prescription Request” means a request to fill a prescription that is for a Medicare Part B Program Drug that may be eligible for reimbursement under Medicare Part B and/or a Medicare Part B Sponsor Program.

1.27 “Provider Certification” means the information form set forth in Exhibit D , attached hereto and incorporated herein by this reference, and completed by NationsHealth (and each of the NationsHealth Pharmacies) prior to the Effective Date of this Agreement and updated by NationsHealth (and the NationsHealth Pharmacies, as applicable) as information therein changes as more specifically described in Section 3.1(d) of this Agreement.

1.28 “Provider Manual” shall mean the written handbook describing the practices, rules, operational requirements and policies and procedures established by ESI for its providers, including regarding their provision of services to Eligible Members. It shall be NationsHealth’s responsibility to check for any updates to the Provider Manual. The Provider Manual may be revised from time to time by ESI in its sole discretion. ESI’s Provider Manual may be obtained at: https://pharmacy.express-scripts.com/esi_pharmacy/portal_index .

1.29 “Receiving Party” means the party that receives Confidential Information from the Disclosing Party as further described in Section 8 of this Agreement.

1.30 “Services” means the services provided by NationsHealth as set forth in Section 3 of this Agreement and further described in the Operation Guide.

1.31 “Supply Order” means an order that is for Medicare Part B Program Supplies that may be eligible for reimbursement under Medicare Part B and/or a Medicare Part B Sponsor Program.

1.32 [* * *]

2.  RESPONSIBILITIES OF ESI .

2.1 Informing Plan Sponsors. ESI may inform those Plan Sponsors, which ESI determines would benefit from utilizing ESI’s Medicare Part B Program, that it utilizes NationsHealth to provide Medicare Part B services under the ESI Medicare Part B Program. For purposes of this Section 2.1, the term “inform” may include the following activities: (a) [* * *]

2.2 Additional Services Provided by ESI. ESI shall be responsible for providing the following to NationsHealth:

[* * *]

2.3 Formulary Oversight . [* * *]

3.  SERVICES PROVIDED BY AND RESPONSIBILITIES OF NATIONSHEALTH .

3.1 Generally; Covered Product List and Competitive Bidding; Regulatory Compliance; Credentialing and Recredentialing .

(a)  Generally . NationsHealth shall provide to ESI the Services described and set forth in Section 3 of this Agreement, which are necessary for ESI to implement the ESI Medicare Part B Program. Such Services shall be provided in accordance with the specifications, conditions and time periods set forth in this Agreement, including in the Exhibits appended hereto and in a professional manner in compliance with the highest industry standards, care, skill, and diligence. Accordingly, NationsHealth shall, and shall cause the NationsHealth Pharmacies to, provide

CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.

Exhibit 10.77

EXECUTION ORIGINAL

This document contains Express Scripts, Inc. proprietary information and/or data. Recipient, by accepting this document, agrees that it will not duplicate, use, or disclose-in whole or in part-this document, or the information contained therein, or any part thereof to others for any other purpose except as specifically authorized in writing by Express Scripts, Inc. EXEMPT FROM PUBLIC DISCLOSURE: Information contained herein is confidential information of Express Scripts, Inc. and is exempt from public disclosure under 5 U.S.C. §552 (b). Do not disclose outside of the recipient organization of the United States Government.

Services hereunder, including the dispensing of Medicare Part B Program Drugs and/or Supplies: (i) under the supervision of a licensed pharmacist (in the case of Medicare Part B Program Drugs); (ii) in accordance with all applicable laws, rules and regulations; (iii) in accordance with the applicable Medicare Part B Sponsor Program and Plan Sponsor Requirements, if any; (iv) in accordance with ESI’s on-line messaging that such NationsHealth Pharmacy receives from ESI; and (v) in accordance with this Agreement, the Provider Manual, the Operation Guide, any applicable quality assurance program(s), and any ESI policy and procedure. Without limiting the generality of the foregoing, NationsHealth shall, and shall cause the NationsHealth Pharmacies and its and their employees, independent contractors and agents who perform Services hereunder, to perform such Services in accordance with the highest professional standards prevailing in the community at the time such Services are rendered, not engage in any conduct that would jeopardize the health, welfare or safety of any Eligible Member, and at all times use and employ such individual’s best efforts and skills, and exercise such individual’s professional judgment in the rendering of Services hereunder. In furtherance of the foregoing, ESI shall have no responsibility for determining the suitability of any Medicare Part B Program Drug and/or Supply for use by any Eligible Member, including, without limitation, any drug-allergy, drug-drug or other adverse drug reaction likelihood or possibility, all of which responsibility will be retained and discharged solely by NationsHealth. [* * *] NationsHealth shall obtain the information from ESI by accessing ESI’s online claims adjudication system and Eligibility Files. The parties agree to develop a mutually acceptable process for accessing such information. The relationship between NationsHealth and any Eligible Member is that of medical equipment and/or pharmaceutical provider and patient. Nothing in this Agreement shall be construed to require NationsHealth to provide any Services if, in NationsHealth’s professional judgment, such Service should not be provided. Notwithstanding the provisions of Section 3.10 (Non-Discrimination), nothing in this Agreement shall limit NationsHealth pharmacists’ right to communicate freely with Eligible Members, including the right to inform Eligible Members of Services which the NationsHealth pharmacist believes are appropriate or necessary and are included in the scope of this Agreement.

(b) Covered Product List and Competitive Bidding . [* * *]

(c)  Regulatory Compliance . NationsHealth shall be responsible for ensuring CMS regulatory compliance as it pertains to the Services it provides hereunder.

(d) Credentialing and Recredentialing .

(1)  Generally . NationsHealth and the NationsHealth Pharmacies shall be eligible to provide services hereunder, including dispensing Covered Medications, only upon satisfaction of any credentialing and/or recredentialing and additional requirements imposed by ESI, including, subject to subsection 3.1(d)(2), the prompt completion of, and the provision of prompt written notice with any updates to, the Provider Certification.

(2)  Delegation . NationsHealth shall cause a representative of each NationsHealth Pharmacy to complete and return to NationsHealth, who will promptly return to ESI, all credentialing and recredentialing materials required by ESI from time to time, including the provider Certification set forth in Exhibit D . [* * *] Notwithstanding any of the foregoing, NationsHealth shall maintain such credentialing/recredentialing information in a readily retrievable format. Subject to all other conditions of acceptance, the parties acknowledge and agree that no NationsHealth Pharmacy shall be able to participate in any ESI network until such Provider Certification form or Exhibit E , as applicable, is received, accepted and approved by ESI. NationsHealth shall be required to obtain up-to-date information on each NationsHealth Pharmacy and must update the Provider Certification [* * *] by: (i) requesting that each NationsHealth Pharmacy complete a new Provider Certification and remit the same to NationsHealth, who will forward the same to ESI; [* * *] . Notwithstanding the immediately preceding sentence, in the event there is any change to the information contained in the Provider Certification relating to NationsHealth or any NationsHealth Pharmacy, NationsHealth shall provide prompt written notice of such change(s) to ESI. [* * *] In the event NationsHealth is responsible for maintaining credentialing and recredentialing information, including the Provider Certifications or the information contained therein, NationsHealth acknowledges and agrees to provide a copy of the same to ESI [* * *] of any request made by ESI.

CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.

Exhibit 10.77

EXECUTION ORIGINAL

This document contains Express Scripts, Inc. proprietary information and/or data. Recipient, by accepting this document, agrees that it will not duplicate, use, or disclose-in whole or in part-this document, or the information contained therein, or any part thereof to others for any other purpose except as specifically authorized in writing by Express Scripts, Inc. EXEMPT FROM PUBLIC DISCLOSURE: Information contained herein is confidential information of Express Scripts, Inc. and is exempt from public disclosure under 5 U.S.C. §552 (b). Do not disclose outside of the recipient organization of the United States Government.

(3)  New Pharmacy Locations Added . Notwithstanding the foregoing, as new NationsHealth Pharmacies are added to NationsHealth (vis-à-vis, an updated Exhibit C ), the parties acknowledge and agree that a location shall not be considered participating under this Agreement until ESI has received written notice in substantially the same form as the notice set forth in Exhibit F , attached hereto and incorporated herein by this reference, from NationsHealth that a new location has been added, it has received the NationsHealth Pharmacy’s Provider Certification (or the equivalent information) and the representations and warranties in Exhibit E are applicable to such new location and ESI has accepted and approved such NationsHealth Pharmacy for participation.

(4)  Failure to Comply . In the event NationsHealth fails to promptly complete or at any time provide prompt updated information to the Provider Certification or fails to comply with any other credentialing/recredentialing requirements required by ESI from time to time, such failure shall constitute a breach of this Agreement and ESI may terminate NationsHealth or any NationsHealth Pharmacy in accordance with the provisions of Section 5.2(b) of this Agreement. For purposes of this Section 3.1(d), “prompt” and “promptly” shall mean: (i) with respect to initial credentialing, prior to the Effective Date of this Agreement; and (ii) with respect to recredentialing or any notification that information has changed, within [* * *] of the request for recredentialing or any change in information.

3.2 Receipt and Verification of Prescription Request or Supply Order . Subject to the verification of eligibility as described in Section 3.3, [* * *] . NationsHealth further agrees that: [* * *] and (iii) it shall be solely responsible for the accuracy of any such prescription or supply authorization and the dispensing thereof by NationsHealth.

3.3 Verification of Coverage and Eligibility; Determination of Coverage Under Medicare Part B .

(a)  Eligibility Files and Initial Eligibility Check . ESI shall provide to NationsHealth Plan Sponsor eligibility files as set forth in greater detail in the Operation Guide (the “ Eligibility Files ”). [* * *]

(b)  Determination of Coverage under Medicare Part B . Subject to the provisions of Section 3.3(a), upon receipt of a Prescription Request or Supply Order, or a call or other contact from an Eligible Member, NationsHealth shall require each Eligible Member requesting Medicare Part B Program Drugs and/or Supplies to present the information on such individual’s Identification Card. The NationsHealth Pharmacy shall take such other reasonable steps to determine that the presenter of the information on the Eligible Member’s Identification Card is: (i) the Eligible Member or such Eligible Member’s covered dependent; and (ii) check the Eligibility Files to determine that such individual is eligible for benefits under Medicare Part B. [* * *]

3.4 Dispensing; When Additional Information is Necessary; Commingling of Medicare Part B and Medicare Part D and Plan Sponsor Formulary Deviations; Special Handling; Education Outreach .

(a)  Dispensing . Upon receipt of a Prescription Request or Supply Order, NationsHealth shall have [* * *] to process and dispense such Prescription Request and/or Supply Order.

CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.

Exhibit 10.77

EXECUTION ORIGINAL

This document contains Express Scripts, Inc. proprietary information and/or data. Recipient, by accepting this document, agrees that it will not duplicate, use, or disclose-in whole or in part-this document, or the information contained therein, or any part thereof to others for any other purpose except as specifically authorized in writing by Express Scripts, Inc. EXEMPT FROM PUBLIC DISCLOSURE: Information contained herein is confidential information of Express Scripts, Inc. and is exempt from public disclosure under 5 U.S.C. §552 (b). Do not disclose outside of the recipient organization of the United States Government.

(b)  Additional Information Necessary To Complete A Request . In the event NationsHealth requires additional information necessary to complete the Prescription Request and/or Supply Order, it shall request the information needed from the appropriate individual or entity.

(c) [* * *]

(d)  Special Handling and Delivery . NationsHealth agrees and acknowledges that the delivery of Medicare Part B Drugs and/or Supplies may require special handling, e.g. refrigeration, oversized shipping, etc. NationsHealth shall use its best efforts to adhere to any such special handling instructions and/or requirements. NationsHealth shall ensure delivery of each dispensed Prescription Request and Supply Order and will track the delivery thereof to the Eligible Member in accordance with all applicable laws, rules and regulations, including the Medicare Part B rules and regulations. NationsHealth acknowledges and agrees that Plan Sponsors may have preferences for shipping carriers used by NationsHealth (i.e., use or non-use of a specific carrier) to deliver Prescription Requests and Supply Orders and shall abide by such preferences, which shall be communicated to NationsHealth by ESI as applicable.

(e) [* * *]

3.5 Claims Submission and Processing When Secondary Coverage; Coordination of Benefits .

(a)  Generally . Subject to the coordination of benefits requirements contained in Section 3.5(b) of this Agreement, NationsHealth agrees that it shall not, and shall cause the NationsHealth Pharmacies to not, submit a claim to ESI until it has preliminarily determined that the individual requesting the Medicare Part B Program Drugs and/or Supplies is eligible for Medicare Part B benefits, is eligible for benefits under the Medicare Part B Sponsor Program and that the Prescription Request or Supply Order presented is valid and issued in accordance with applicable laws, rules and regulations and accepted and verified by NationsHealth as described in Section 3.2 of this Agreement. ESI shall have the right to reverse any claim submitted by NationsHealth and offset such amount owed against any amount owing to NationsHealth by ESI for any claim improperly submitted by NationsHealth wherein NationsHealth or the NationsHealth Pharmacy failed to correctly check an individual’s eligibility for Medicare Part B benefits under the Medicare Part B Sponsor Program or verify that the Prescription Request or Supply Order was issued in accordance with applicable laws, rules and regulations as described in Section 3.2 of this Agreement.

(b)  Submission and Coordination of Benefits . Subject to the requirements of Section 3.6 of this Agreement, claims shall be submitted only for Eligible Members in accordance with the remainder of this Subsection 3.5(b), the Provider Manual and the Operation Guide. NationsHealth shall, and shall cause the NationsHealth Pharmacies to, [* * *] Claims submission shall include the specific information set forth in the Provider Manual and any additional information required by ESI necessary for ESI to process the claim. If a claim cannot be transmitted [* * *] as set forth in the Provider Manual for any reason, the NationsHealth Pharmacy shall make reasonable attempts to retransmit the claim. If such retransmissions fail, the NationsHealth Pharmacy shall follow the procedures for transmission failures contained in the Provider Manual. NationsHealth shall provide to ESI, at a minimum, all Prescription Request and/or Supply Order and reimbursement information necessary for ESI to adjudicate the secondary coverage. Once known by ESI, ESI will notify NationsHealth of the amount of secondary coverage payable by Plan Sponsor and will remit such amount to NationsHealth in accordance with the provisions set forth in Exhibit G of this Agreement. [* * *]

CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.

Exhibit 10.77

EXECUTION ORIGINAL

This document contains Express Scripts, Inc. proprietary information and/or data. Recipient, by accepting this document, agrees that it will not duplicate, use, or disclose-in whole or in part-this document, or the information contained therein, or any part thereof to others for any other purpose except as specifically authorized in writing by Express Scripts, Inc. EXEMPT FROM PUBLIC DISCLOSURE: Information contained herein is confidential information of Express Scripts, Inc. and is exempt from public disclosure under 5 U.S.C. §552 (b). Do not disclose outside of the recipient organization of the United States Government.

(c)  Reversals for Returns . Any claims that were approved for payment by ESI and then returned by the Eligible Member, in whole or in part, shall be reported to ESI [* * *] . Unless a shorter time period is required by a Plan Sponsor or law (and then in accordance with such Plan Sponsor’s requirements or the law), NationsHealth shall process returns received on a [* * *] basis and reconcile such returns within [* * *] of the return received date. NationsHealth will submit a reconciliation report along with a refund check for the returned claims which were paid by ESI within [* * *] of the return received date. In the event NationsHealth fails to remit the refund check to ESI or there is a discrepancy regarding the amount due to ESI, ESI may offset such amounts owed to ESI against amounts owed or owing to NationsHealth.

(d)  Cooperation . NationsHealth shall, and shall cause the NationsHealth Pharmacies to, cooperate with ESI and to provide any information reasonably requested by ESI in order to verify any information submitted with a claim necessary to pay the claim.

3.6 Collection of Deductibles, Copayments and Shipping Charges; Reimbursement from Medicare Part B Carrier; Member Hold-Harmless; Violation .

(a)  Deductibles and Copayments; Shipping Charges . NationsHealth shall, and shall cause the NationsHealth Pharmacies to, use its best efforts to collect from each Eligible Member: (i) such individual’s Deductible, if applicable, as indicated by the individual’s Medicare Part B carrier; and (ii) the applicable Copayment indicated by ESI [* * *] as a result of the submission by NationsHealth of the coordination of benefit claim, in accordance with the Provider Manual. Deductibles and Copayments may not be waived or discounted except as permitted by law. Unless directed by ESI in writing and in accordance with applicable law, NationsHealth shall not collect any greater amount or any other taxes, fees, surcharges or compensation from any Eligible Member for any Medicare Part B Program Drugs and/or Supplies or related services provided in connection therewith. [* * *] In no event will ESI be liable for any Deductible, Copayment or shipping charges, unless such Deductible, Copayment or shipping charge is covered by the Plan Sponsor as a result of the coordination of benefits.

(b)  Reimbursement from Medicare Part B Carrier . NationsHealth shall use its best efforts to seek reimbursement from the appropriate Medicare Part B carrier (the “Carrier ”) for such Medicare Part B Program Drugs and/or Supplies dispensed by NationsHealth under this Agreement. Consequently, NationsHealth shall submit primary claims to the Carrier within [* * *] of dispensing the Medicare Part B Program Drugs and/or Supplies. In connection with the Services, only after determining that an individual is a Medicare Part B beneficiary and an Eligible Member shall NationsHealth generate and submit a CMS 1500 form or the electronic equivalent, and any other form necessary, to receive reimbursement from the Carrier under Medicare Part B. [* * *] NationsHealth agrees that if a Carrier does not approve the claim because the claim submission was incomplete, NationsHealth will resubmit the claim with the complete and/or correct information. With respect to claims submitted to CMS for reimbursement under Medicare Part B that are appealed and therefore, go through the Medicare claims appeal process, the parties agree to work in good faith with the applicable Plan Sponsor so that the claim may be submitted [* * *] . Notwithstanding the foregoing, in the event that ESI denies a claim for timely filing or any other reason, NationsHealth shall be permitted to submit the claim to the secondary or tertiary insurance.

(c) [* * *]

(d)  Violation . In the event ESI determines that NationsHealth (or any NationsHealth Pharmacy) has violated any portion of this Section 3.6 by inappropriately collecting amounts to which it is not entitled, then ESI shall have the right to offset such inappropriate amounts collected against any amounts owed to NationsHealth by ESI.

CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.

Exhibit 10.77

EXECUTION ORIGINAL

This document contains Express Scripts, Inc. proprietary information and/or data. Recipient, by accepting this document, agrees that it will not duplicate, use, or disclose-in whole or in part-this document, or the information contained therein, or any part thereof to others for any other purpose except as specifically authorized in writing by Express Scripts, Inc. EXEMPT FROM PUBLIC DISCLOSURE: Information contained herein is confidential information of Express Scripts, Inc. and is exempt from public disclosure under 5 U.S.C. §552 (b). Do not disclose outside of the recipient organization of the United States Government.

3.7 Maintenance of Shipping Log . NationsHealth shall, and shall cause the NationsHealth Pharmacies to, maintain a shipping log (or other evidence specifically approved in writing by ESI), which at a minimum is incompliance with CMS guidelines. The shipping log will include entries documenting the shipment and proof of delivery of each Medicare Part B Program Drug and/or Supply dispensed to Eligible Members. Since the Medicare Part B Program Drug(s) and/or Supplies are mailed or shipped to the Eligible Member, NationsHealth must obtain from the delivery carrier, and maintain verification of (if not maintained in written format, then in a format that is readily retrievable and easily converted to written format), proof of delivery of the Medicare Part B Program Drug(s) and/or Supplies sent to the Eligible Member. ESI shall not be liable for payment of any claims for Medicare Part B Program Drug(s) and/or Supplies that are not properly documented in the shipping log via delivery verification and proof of delivery as required hereunder. ESI may reverse claims for Medicare Part B Program Drug(s) and/or Supplies not verifiable through the shipping log (or other applicable evidence as determined by ESI in its sole discretion) and offset any amount owing to ESI against amounts owed to NationsHealth as more specifically set forth in Section 3.14 (Audit) of this Agreement regarding audits and in the Provider Manual.

3.8 Consultation Services . NationsHealth shall, and shall cause the NationsHealth Pharmacies to, provide reasonable and appropriate drug product consultation and counseling services. Reasonable and appropriate consultation and counseling services shall include, as a minimum, such consultation and counseling as required by applicable federal and state laws, rules and regulations and Medicare Part B.

3.9 [* * *]

3.10 Non-Discrimination . NationsHealth shall not, and shall cause the NationsHealth Pharmacies to not, refuse to provide Services required under Medicare Part B or any Medicare Part B Sponsor Program or attempt to disenroll any Eligible Member. NationsHealth agrees, and shall cause the NationsHealth Pharmacies to agree, to render Services hereunder to Eligible Members in the same manner and with the same standards as offered to other customers. NationsHealth shall, and shall cause the NationsHealth Pharmacies to, not discriminate in the performance of Services hereunder against any Eligible Member because of race, national origin, color, ancestry, sex, marital status, sexual orientation, religion, age, medical condition, health status, disability, political convictions, source of payment or participation in Medicare Part B or any Medicare Part B Sponsor Program. NationsHealth agrees that the administrative and billing practices applied for products and services that are not Medicare Part B Program Drugs and/or Supplies provided to Eligible Members shall be no less favorable than such practices applied to other customers.

3.11 Compliance with Agreement; Laws; Licenses and Permits . NationsHealth shall, and shall cause the NationsHealth Pharmacies and its and their personnel to, be bound by and comply with the provisions of this Agreement and all applicable laws, rules and regulations including, but not limited to, fraud, waste and abuse laws and applicable state boards of pharmacy and other applicable governmental bodies’ laws, rules and regulations. NationsHealth shall obtain and maintain in good standing, and shall cause each NationsHealth Pharmacy and pharmacist to obtain and maintain in good standing, at all times, all required federal, state and local licenses, certificates and permits that are necessary to allow NationsHealth, the NationsHealth Pharmacies and pharmacists (as applicable) to dispense and/or supply Medicare Part B Program Drugs and/or Supplies (as applicable) to Eligible Members, and any other certificates or qualifications that may be reasonably required by ESI from time to time. NationsHealth shall notify ESI in writing immediately in the event of any suspension, revocation, restriction, limitation or any other disciplinary action taken against or placed on any such license, certificate or permit or any suspension, restriction, limitation or exclusion from participation in any federal or state health care or other government program. NationsHealth shall (and shall cause the NationsHealth Pharmacies and pharmacists to) provide evidence of such good standing, certification and licensure without charge to ESI, a Plan Sponsor or a designee of ESI or Plan Sponsor within five (5) days of written request by ESI.

CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.

Exhibit 10.77

EXECUTION ORIGINAL

This document contains Express Scripts, Inc. proprietary information and/or data. Recipient, by accepting this document, agrees that it will not duplicate, use, or disclose-in whole or in part-this document, or the information contained therein, or any part thereof to others for any other purpose except as specifically authorized in writing by Express Scripts, Inc. EXEMPT FROM PUBLIC DISCLOSURE: Information contained herein is confidential information of Express Scripts, Inc. and is exempt from public disclosure under 5 U.S.C. §552 (b). Do not disclose outside of the recipient organization of the United States Government.

3.12 Compliance .

(a)  With Medicare Part B Sponsor Program and Plan Sponsor Requirements . NationsHealth shall, and shall cause the NationsHealth Pharmacies to, comply with each Medicare Part B Sponsor Program and the Plan Sponsor Requirements communicated to NationsHealth or NationsHealth Pharmacies in writing from time to time, including by facsimile, electronic mail transmission, or through [* * *] . Failure to comply may result in sanctions, up to and including, termination as otherwise set forth in the Provider Manual. Additionally, NationsHealth agrees, and it shall cause the NationsHealth Pharmacies to agree, that it shall not engage in any activity that would have or has the effect of or encourages an Eligible Member to not submit a claim for Medicare Part B Program Drugs and/or Supplies to such Eligible Member’s Plan Sponsor for coverage under the Member’s Medicare Part B Sponsor Program, provided that the submission of claims by NationsHealth in accordance with this Agreement shall not be deemed to violate this sentence.

(b)  With ESI’s Quality Assurance Programs (e.g., UR, QA, etc.), Formularies and Provider Manual . NationsHealth shall, and shall cause the NationsHealth Pharmacies to, cooperate with ESI and participate in any and all utilization review, and/or quality assurance programs, procedures, peer review, credentialing/recredentialing processes, audit systems and any complaint resolution procedures established by ESI or required by a Plan Sponsor from time to time. Further, NationsHealth shall, and shall cause the NationsHealth Pharmacies to, abide by, comply with and carry out all determinations resulting from such processes or procedures.

(c) Without limiting the generality of the foregoing, NationsHealth shall, and shall cause each NationsHealth Pharmacy to: (i) cooperate with ESI’s procedures for utilization review and generic substitution, as set forth from time to time in the Provider Manual; (ii) comply with ESI’s procedures for calling prescribers to facilitate generic substitution and Formulary compliance (including Plan Sponsor Formulary compliance), and other programs established by a Plan Sponsor, as set forth from time to time in the Provider Manual; and (iii) comply with the Provider Manual, as may be updated and amended from time to time by ESI, in its sole discretion. NationsHealth and the NationsHealth Pharmacies shall use best efforts to comply with the applicable Formulary when dispensing Medicare Part B Drugs and/or Supplies to Eligible Members. Without limiting the generality of the foregoing, in no event will NationsHealth or the NationsHealth Pharmacies attempt to switch an Eligible Member’s prescription to a drug that is not a Formulary drug on the applicable Formulary, except for generic substitution opportunities or where required by medical necessity. Neither NationsHealth nor any NationsHealth Pharmacy will implement any substitution program for Eligible Members of Medicare Part B Sponsor Program that is inconsistent with such Medicare Part B Sponsor Program, including the applicable Formulary.

3.13 Records .

(a)  Generally . NationsHealth shall, and shall cause the NationsHealth Pharmacies to, for a period of [* * *] following the Agreement year in which Medicare Part B Drugs and/or Supplies were provided to Eligible Members, or in accordance with applicable law, if longer, cause the NationsHealth Pharmacies to, maintain: (i) all medical, business, financial and administrative records, including, all books, contracts, medical records, and patient care documentation; (ii) original Prescription Requests and Supply Orders; (iii) shipping logs (or other evidence approved in writing by ESI as discussed in greater detail in Section 3.7); (iv) wholesaler, manufacturer and distributor purchase records, excluding pricing; (v) prescriber information; (vi) patient profiles; and (vii) such other records and information relating to Medicare Part B Drugs and/or Supplies provided to Eligible Members as may be reasonably required by ESI from time to time. NationsHealth shall maintain such records in a readily retrievable manner. The parties agree that such records shall be treated as confidential so as to comply with Section 8 of this Agreement and all applicable state and Federal laws regarding the confidentiality of patient records. NationsHealth and NationsHealth Pharmacies agree that they shall not disclose by sale, or exchange, whether or not for profit, any ESI identifiable medical, financial or administrative records or data relating to ESI and/or its Plan Sponsor’s Eligible Members and their Prescription Requests or Supply Orders that they obtain as a result of providing services hereunder, including the Services, without first obtaining ESI’s written approval. Notwithstanding the foregoing and subject to Section 8 (Confidentiality), NationsHealth and NationsHealth Pharmacies shall be permitted to disclose such information (i) to its and their attorneys, auditors or similar confidential advisors as may be necessary for them to perform their legitimate professional duties and (ii) as may be required by law or regulation.

CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.

Exhibit 10.77

EXECUTION ORIGINAL

This document contains Express Scripts, Inc. proprietary information and/or data. Recipient, by accepting this document, agrees that it will not duplicate, use, or disclose-in whole or in part-this document, or the information contained therein, or any part thereof to others for any other purpose except as specifically authorized in writing by Express Scripts, Inc. EXEMPT FROM PUBLIC DISCLOSURE: Information contained herein is confidential information of Express Scripts, Inc. and is exempt from public disclosure under 5 U.S.C. §552 (b). Do not disclose outside of the recipient organization of the United States Government.

(b)  Requests for Information . NationsHealth authorizes appropriate agencies, including, but not limited to, governmental authorities, third party payors, professional review entities and such other organizations, to release to ESI, information deemed by ESI to be necessary to determine NationsHealth’s (or any of the NationsHealth Pharmacies’) compliance with this Agreement, including all policies and procedures, the Operation Guide and the Provider Manual. NationsHealth shall, or shall cause the NationsHealth Pharmacy(ies) to, provide copies of all records requested by ESI or Plan Sponsor, or their designee, within [* * *] from the date such request is made, or within such shorter time as may be required by applicable laws, rules or regulations or in order to comply with any court order or other similar legal request or requirement.

(c)  Failure to Comply . In the event NationsHealth (or any NationsHealth Pharmacy) fails to comply with the requirements of Section 3.13, ESI shall have the right to withhold payments to NationsHealth or any NationsHealth Pharmacy, in ESI’s sole discretion, until NationsHealth or NationsHealth Pharmacy, as the case may be, corrects such failure by fully complying with the requirements of this Section 3.13.

CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.

Exhibit 10.77

EXECUTION ORIGINAL

This document contains Express Scripts, Inc. proprietary information and/or data. Recipient, by accepting this document, agrees that it will not duplicate, use, or disclose-in whole or in part-this document, or the information contained therein, or any part thereof to others for any other purpose except as specifically authorized in writing by Express Scripts, Inc. EXEMPT FROM PUBLIC DISCLOSURE: Information contained herein is confidential information of Express Scripts, Inc. and is exempt from public disclosure under 5 U.S.C. §552 (b). Do not disclose outside of the recipient organization of the United States Government.

3.14 Audit .

(a)  Generally . NationsHealth agrees (and shall cause the NationsHealth Pharmacies to agree) that ESI or a third party authorized by ESI may, upon reasonable prior notice, inspect, review, audit, and reproduce, during NationsHealth’s regular business hours and without charge to ESI, any of NationsHealth’s (or NationsHealth Pharmacy’s, as applicable) medical, business, financial and administrative records relating to NationsHealth’s performance under this Agreement, [* * *] (or other evidence approved in writing by ESI); [* * *] ; and such other applicable records and information, as may be required by ESI from time to time. ESI may reproduce these records as may be necessary for ESI to demonstrate an alleged error or noncompliance by, or overpayment to, NationsHealth. The parties agree that all such records shall be maintained in accordance with all applicable state and Federal laws regarding the confidentiality of patient records. If NationsHealth or any NationsHealth Pharmacy is found to be in violation of this Agreement or any applicable network guidelines, including the Provider Manual or the Operation Guide, NationsHealth and/or such NationsHealth Pharmacy shall be subject to disciplinary action as determined by [* * *] . Further, in the event any audit uncovers that NationsHealth (or NationsHealth Pharmacy) was paid an amount in excess of the amount due to NationsHealth (or NationsHealth Pharmacy) pursuant to and in accordance with this Agreement, ESI shall be entitled to recover any such overpayment. The methods used to collect amounts due hereunder to ESI as a result of audit discrepancies or unsubstantiated claims may include, but are not limited to, an offset against any amount owed to NationsHealth or any NationsHealth Pharmacy. Accordingly, ESI shall notify NationsHealth in writing of such audit results, including such excess payments and shall have the right to offset against any amounts owing to NationsHealth any such amounts owing or potentially owed to ESI for discrepant or unsubstantiated claims or other audit-related costs, including fines which may be imposed as further described in the Provider Manual. Audit results may also be disclosed to Plan Sponsors. NationsHealth shall have the right to dispute and appeal any final audit determination as provided in the Provider Manual. If ESI requires additional reimbursement from NationsHealth (e.g., not recovered by the offset), NationsHealth shall have [* * *] from the date of written notification to reimburse ESI the excess payment amounts. [* * *]

(b)  Government Auditors . To the extent required by Section 1861(v)(1)(l) of the Social Security Act, 42 U.S.C. Section 1395x(v)(1)(l), as amended, the parties shall, upon proper written request, allow the United States Department of Health and Human Services, the Comptroller General of the United States and their duly authorized representatives access to the Agreement and to books, documents and records necessary to verify the nature and extent of the costs incurred pursuant to the Agreement at any time during the Term of the Agreement and for an additional period of four (4) years following the last date goods are furnished under the Agreement, or such longer period as may be required under applicable law.

(c)  Failure to Comply . In the event NationsHealth fails to comply with the requirements of this Section 3.14, ESI shall have the right to reverse and charge back all applicable paid claims (e.g., those subject to the audit) and may, pursuant to Section 5.2(c), immediately terminate this Agreement, in ESI’s sole discretion.

(d)  No Recourse Against Eligible Members or Plan Sponsors . In the event ESI collects from NationsHealth amounts due as a result of any audit discrepancy, NationsHealth shall not (and shall cause the NationsHealth Pharmacies to not) seek compensation or reimbursement from, or have any recourse against any Eligible Member or Plan Sponsor in relation to such collection.

(e)  Dispute Resolution . Subject to the requirements of Section 13.15 [* * *] of this Agreement, the obligations of NationsHealth and the procedure for dispute resolution involving any audit shall be as set forth in the Provider Manual.

CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.

Exhibit 10.77

EXECUTION ORIGINAL

This document contains Express Scripts, Inc. proprietary information and/or data. Recipient, by accepting this document, agrees that it will not duplicate, use, or disclose-in whole or in part-this document, or the information contained therein, or any part thereof to others for any other purpose except as specifically authorized in writing by Express Scripts, Inc. EXEMPT FROM PUBLIC DISCLOSURE: Information contained herein is confidential information of Express Scripts, Inc. and is exempt from public disclosure under 5 U.S.C. §552 (b). Do not disclose outside of the recipient organization of the United States Government.

3.15 Disaster Planning . NationsHealth agrees that it shall (and shall cause the NationsHealth Pharmacies to) cooperate and coordinate with ESI in implementing any commercially reasonable disaster planning efforts undertaken by ESI to ensure that Eligible Members receive continuous care, including continued provision of prescription medications and supplies together with Medicare Part B Drugs and/or Supplies to Eligible Members, in the event of any Force Majeure (as described in Section 13.9 of this Agreement).

3.16 Counterfeit Reporting . [* * *]

3.17 Hours of Service . NationsHealth shall, and shall cause the NationsHealth Pharmacies to, provide Services hereunder according to the hours of service set forth in NationsHealth’s Provider Certification information, as may be updated from time to time by NationsHealth with the reasonable approval of ESI.

3.18 Multiple Pharmacies . Any NationsHealth Pharmacy or other facility providing Services hereunder shall provide Services to E