SUBMANAGMENT AGREEMENT
THIS SUBMANAGEMENT AGREEMENT ("Agreement") is dated January 1,
2005, by
and between Reproductive Partners, Inc., a
Delaware corporation, with its
principal place of business at 510 North
Prospect Avenue, Suite 202, Redondo
Beach, California 90277 ("RPI") and
IntegraMed America, Inc., a Delaware
corporation with a principal place of
business at Two Manhattanville Road,
Purchase, New York 10577
("IntegraMed").
WITNESSETH THAT:
WHEREAS, RPI and Reproductive Partners Medical Group, Inc., with
a
place of business at 510 North Prospect
Avenue, Suite 202, Redondo Beach,
California 90277 ("RPMG") have entered into
a certain First Amended Management
Services and Facility Agreement (the
"Management Agreement") dated January 1,
2005 and attached hereto as Exhibit A,
whereby RPMG has retained the services of
RPI to perform management, services and
administrative functions, on its behalf,
relating to its medical practice and the
provision of Infertility Services, as
such term is defined in the Management
Agreement; and
WHEREAS, pursuant to the Management Agreement, the RPI will be
responsible for provision of all management
obligations as set forth in the
Management Agreement, and
WHEREAS, IntegraMed is engaged in the business of furnishing
management
services to medical practices specializing
in the provision of Infertility
Services; and
WHEREAS, RPI desires to obtain the services of IntegraMed to
perform
certain of its duties as contained in the
Management Agreement (the
"Submanagement Services"); and
WHEREAS, IntegraMed has offered to provide the Submanagement
Services
to RPI on the basis, terms and conditions
set forth in this Agreement.
Capitalized terms used herein and not
otherwise defined shall have the meaning
given to them in the Management
Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the full
and
faithful performance of all the terms,
conditions, and obligations herein
contained, and intending to be legally
bound hereby, RPI and IntegraMed agree as
follows:
1. TERM. Unless otherwise terminated as provided herein, the term
of
this Agreement shall commence on January 1,
2005 (the "Commencement Date") and
end December 29, 2029 (the "Term").
2. FEES. RPI shall pay IntegraMed a monthly management fee during
the
Term (hereinafter called the "Management
Fee") equal to the sum of (a) the Cost
of Services (as defined in the Management
Agreement) that IntegraMed incurs on
RPI's behalf, (b) the Base Management Fee
(as defined in the Management
Agreement) paid by RPMG to RPI under the
Management Agreement, plus (c) ninety
percent (90%) of the Additional Service Fee
(as defined in the Management
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Agreement) paid by RPMG to RPI under the
Management Agreement. Such Management
Fee shall be paid without set-off or
deduction within three (3) business days
after RPI receives its Compensation from
RPMG under the terms of the Management
Agreement.
2.1 In addition to any other Cost of Services, as defined in
the Management Agreement, RPMG shall reimburse IntegraMed for
RPMG's
allocable portion of a third-party vendor invoice for a product
or
service offered through the IntegraMed FertilityPartner network
which
is utilized by RPMG in its sole discretion and based on RPMG's
actual
volume related usage for or of the particular product or
service
without any charge for IntegraMed's Overhead related to the product
or
service.
3.
SERVICES TO BE PROVIDED, OBLIGATIONS AND COMMITMENTS.
3.1 IntegraMed shall provide such services to be provided by the
RPI
under the Management Agreement as requested
by the RPI. In providing its
services under this Agreement, IntegraMed
shall be subject to all the terms
covenants and conditions in the Management
Agreement, in addition to those set
forth herein, including but not limited to
the exclusivity provisions contained
in Section 3.1.1 of the Management
Agreement. The termination of the Management
Agreement for any reason whatsoever shall
cause an automatic and contemporaneous
termination of this Submanagement
Agreement. RPI represents and warrants that as
of the Commencement Date it is not in
default of any provisions of the
Management Agreement.
3.1.1 Section 1.1.11 of the Management Agreement is hereby
deleted in its entirety and the following
is hereby substituted therefor:
"Section 1.1.11 "RPI Overhead" shall mean salaries, bonuses,
payroll taxes and benefits for IntegraMed corporate office
employees, rent and expenses related to the operation of the
IntegraMed's corporate office, travel and entertainment
expenses for corporate employees and expenses related to the
status of RPI's shareholder, IntegraMed, as a publicly-held
corporation."
3.2 IntegraMed shall make available to RPMG the services as
described
in the Management Agreement and the
"INTEGRAMED RESOURCES, PRODUCTS AND SERVICES
TO PARTNER PRACTICES," attached as Exhibit
3.2, as modified from time to time.
Additionally, such other services as
IntegraMed may from time to time make
available to its network of infertility
practitioners shall be made available to
RPMG. IntegraMed reserves the right to
alter, modify or cease any service;
provided, however, there is no material
alteration of RPMG's ability to continue
its business in a manner substantially
similar to operations prior to the
decision to alter, modify or cease any
Service. IntegraMed will provide those
business services described in Exhibit 3.2
which are part of IntegraMed's
Overhead and for which value is attributed
as part of the services described
therein, at no additional cost to RPMG.
Other services described in Exhibit 3.2
which are not included within IntegraMed's
Overhead, shall be provided, at
RPMG's request, as a Cost of Services to
RPMG.
3.3 In case of any breach or default of this Submanagement
Agreement by
IntegraMed, RPI shall have the same rights
against IntegraMed as would be
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available to RPMG against RPI under the
Management Agreement if such breach were
by RPI thereunder. IntegraMed will duly and
faithfully observe all the terms and
restrictions and perform all the
obligations imposed upon RPI under the
Management Agreement.
3.4 IntegraMed shall not do or permit anything to be done which
would
cause the Management Agreement to be
terminated or forfeited by reason of any
right of termination
