AMENDED AND RESTATED PHARMACY AND PRIVATE LABEL SUPPLY AND SERVICES AGREEMENT

EXHIBIT 10.2

AMENDED AND RESTATED

PHARMACY AND PRIVATE LABEL SUPPLY AND SERVICES AGREEMENT

This AMENDED AND RESTATED PHARMACY AND PRIVATE LABEL SUPPLY AND SERVICES AGREEMENT (together with the schedule(s) hereto, this " Agreement "); dated as of September 3, 2008 (the " Effective Date "), is entered into by and between Rite Aid Hdqtrs. Corp., a Delaware corporation, on its behalf and on behalf of its parent corporation and Affiliates (" Rite Aid "), and DS Pharmacy, Inc., a Delaware corporation, on its behalf and on behalf of its parent corporation and Affiliates (" drugstore.com "). Upon the execution of this Agreement, the Pharmacy Supply and Services Agreement dated June 17, 1999 is amended and restated in its entirety as set forth herein.

In consideration of the agreements and covenants set forth herein, and intending to be legally bound thereby, the parties hereto agree as follows:

SECTION 1. DEFINITIONS

Whenever used in this Agreement with initial letters capitalized, the following terms will have the following specified meanings:

" Actual Cost " means, with respect to branded Pharmaceutical Products, the Adjusted WAC (or Adjusted Rite Aid Branded Rx Cost ) as defined in Schedule 3.2 and, with respect to generic Pharmaceutical Products, the Adjusted Rite Aid Generic Rx Cost as defined in Schedule 3.2.

"Affiliate" means, with respect to a party, any Person that, directly or indirectly, Controls, or is Controlled by, or is under common Control with, such party.

" Consignment Products " means those products subject to the Consignment Agreement between the parties hereto (or their Affiliates) of even date herewith.

"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether by contract or through the ownership of voting securities, including the ownership of more than fifty percent (50%) of the equity, partnership or similar interest in such Person.

"Derivative" means (a) any enhancement, improvement or modification or (b) any "derivative work" (as such term is defined in the U.S. Copyright Act, as amended from time to time).

"Drugstore Chain Competitor" means any Third Party that Controls 10 or more Offline Retail Drugstores, whether or not all such stores operate under the same name or Trademark, whose business substantially consists of the sale of Pharmaceutical Products to retail customers. For the avoidance of doubt, the term does not include supermarket chains or mass retail merchandisers (such as Wal-Mart or Target).

"drugstore.com IPR" means (i) any and all IPR owned or licensable without cost to drugstore.com by drugstore.com or any entity that it Controls, and (ii) all Rite Aid Technology Derivatives and Derivatives of Rite Aid Technology Derivatives made by or at the direction of drugstore.com or any entity that it Controls.

"drugstore.com Site" means the site currently located at www.drugstore.com (and any successor site, Mirror site or sites of any entity Controlled by drugstore.com).

"Home Page" means (i) with respect to the drugstore.com Site, the page that is displayed to the user when the URL www.drugstore.com or any successor URL is entered, and (ii) with respect to the Rite Aid Site, the page that is displayed to the user when the URL www.riteaid.com or any successor URL is entered.

"including" or "included," when used herein, shall be deemed to be followed by the words "without limitation."

"Internet" means the Internet or the World Wide Web (or any successor or other online network including those using delivery over television, cable, set top boxes, intranets, extranets and personal digital assistants (but not including using any personal digital assistant or other device as a telephone)).

"IPR" means any copyright, Trademark, patent, trade secret, moral right or other intellectual property or proprietary right of any kind (including applications therefor and, in the case of patents, any continuation or divisional patent applications claiming priority thereto), whether arising under the laws of the United States or any other nation, state or jurisdiction (including any foreign equivalents thereto).

" LPU " means a service through which customers are able to place orders for prescription medication through the Internet for pick up at a local offline Rite Aid pharmacy.

"Mirror site" means an Internet site that (i) contains the exact form and content of a site, (ii) is located at a geographic location distinct from a site and (iii) is created for the purpose of improving the performance of and accessibility to a site.

"Offline Retail Drugstore" means any Third Party physical (i.e., bricks-and-mortar) drugstore that operates within it a licensed pharmacy for dispensing Pharmaceutical Products to retail customers.

"Person" means any individual, corporation, partnership, limited liability company, trust, association or other entity or organization, including any governmental or political subdivision or any agency or instrumentality thereof.

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"Pharmaceutical Products" means any product that under law may not be dispensed except pursuant to a prescription dispensed by a licensed professional.

" Pharmacy Services " shall have the meaning set forth in Section 4.1(a).

"Pharmacy Services Page" means the first page a user sees on the drugstore.com Site after clicking on the pharmacy tab, currently located at www.drugstore.com/pharmacy .

" Private Label Products " means the Rite Aid brand private label products, excluding Consignment Products.

" Rebates " shall have the meaning set forth in Section 3.5.

"Rite Aid IPR" means any and all IPR owned or licensable without cost to Ride Aid by Rite Aid or any entity that it Controls, including the Rite Aid Technology and the Rite Aid Technology Derivatives and Derivatives of Rite Aid Technology Derivatives made by or at the direction of Rite Aid or any entity that it Controls.

"Rite Aid Site" means the site currently located at www.riteaid.com (and any successor site, Mirror site or sites of any entity Controlled by Rite Aid).

"Rite Aid Technology" means the software (in both source and object code forms) set forth on Exhibit A, to the extent owned or licensable (without cost to Rite Aid) by Rite Aid during the Term.

"Rite Aid Technology Derivative" means a Derivative of any Rite Aid Technology.

"Rite Aid Trademarks" means the Trademarks owned by Rite Aid set forth on Exhibit B.

" Serviced Orders " shall have the meaning set forth in Section 4.1(a).

"Third Party" means any Person that is not a party hereto or a wholly owned Affiliate of a party hereto.

"Trademark(s)" means all common law or registered trademarks, logos, service marks, trade names, Internet domain names and trade dress rights and similar or related rights arising under any of the laws of the United States or any other country or jurisdiction, whether now existing or hereafter adopted or acquired.

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SECTION 2. TERM; EXTENSION; TERMINATION

2.1 Term

(a) Unless earlier terminated pursuant to Section 2.3, and subject to Section 11.7, this Agreement shall automatically terminate with respect to the supply of Pharmaceutical Products and the Pharmacy Services on the earlier of (i) the date that is the second anniversary of the Effective Date (the " Initial Termination Date "); or (ii) the date on which drugstore.com ceases to own and operate its mail-order pharmacy.

(b) Unless earlier terminated pursuant to Section 2.3, and subject to Section 11.7, this Agreement shall automatically terminate with respect to the supply of Private Label Products on the Initial Termination Date.

2.2 Extension . Notwithstanding the foregoing, the parties agree that, except as set forth in Section 2.1(a), this Agreement will automatically extend

(a) with respect to the supply of Pharmaceutical Products and the Pharmacy Services, for one (1) additional one (1) year period unless either party provides the other with notice of its intent to not renew at least ninety (90) days prior to the Initial Termination Date; and

(b) with respect to the supply of Private Label Products for one (1) additional one (1) year period unless either party provides the other with notice of its intent to not renew at least six (6) months prior to the Initial Termination Date.

2.3 Termination for Breach . Either party may terminate this Agreement in the event of a material breach by the other party of any of its material obligations under this Agreement, which breach the breaching party does not cure within sixty (60) days after the non-breaching party gives written notice thereof.

SECTION 3. PHARMACY AND PRIVATE LABEL SUPPLY

3.1 Supply Commitments

(a) Rite Aid agrees to sell directly or through its wholesaler, and drugstore.com agrees to buy such of drugstore.com’s requirements of Pharmaceutical Products as it may request to fill orders of Pharmaceutical Products placed by customers of drugstore.com on the drugstore.com Site and customers of Rite Aid through the online pharmacy service link (to the drugstore.com Site) on the Rite Aid Site, subject to and in accordance with the remaining terms of this Section 3.

(b) Rite Aid agrees to make available to drugstore.com all of its Private Label Products for sale on the drugstore.com Site, and to sell directly or through its manufacturers, and drugstore.com agrees to buy, all of drugstore.com’s requirements of Private Label Products necessary to fill orders for such Private Label Products placed

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by customers of drugstore.com on the drugstore.com Site. During the term of this Agreement pursuant to Section 2.1(b), drugstore.com and its Affiliates will not offer for sale or promote on the drugstore.com Site any private label product branded with the name of any Drugstore Chain Competitor of Rite Aid.

3.2 Pricing and Other Terms . Rite Aid will sell, directly or through its wholesaler, branded and generic Pharmaceutical Products and Private Label Products to drugstore.com, which drugstore.com agrees to acquire from Rite Aid at the prices set forth on Schedule 3.2. Rite Aid will also provide drugstore.com with regular reports (at least quarterly) of the pricing data set forth on Schedule 3.2.

3.3 Placement and Delivery of Orders

(a) With respect to branded Pharmaceutical Products, Rite Aid will accept purchase orders from drugstore.com and transmit such orders to Rite Aid’s wholesaler. Rite Aid will instruct the wholesaler to deliver such Pharmaceutical Products to drugstore.com at the place designated for delivery by drugstore.com.

(b) With respect to generic Pharmaceutical Products and Private Label Products, Rite Aid will accept purchase orders from drugstore.com and deliver the Pharmaceutical Products and Private Label Products ordered to drugstore.com at the place designated for delivery by drugstore.com. Such orders will be processed by Rite Aid in the normal course and without discrimination as between drugstore.com and Rite Aid stores of comparable volume and will be delivered without discrimination as between drugstore.com and Rite Aid stores of comparable volume, or if Rite Aid has no stores of comparable volume, on a schedule reasonably sufficient for drugstore.com to operate its business at the volume at which it is then operating.

(c) If any Rite Aid wholesaler fails to meet the product supply and delivery requirements of its agreement with Rite Aid, Rite Aid will use commercially reasonable efforts to correct or require such wholesaler to correct such wholesaler’s performance failures as soon as practicable, including by enforcing against such wholesaler all available penalties, fees, discounts or other charges or benefits (the " Wholesaler Penalties ") as set forth in such agreement and agreed to by the wholesaler and Rite Aid. Upon collection of any such Wholesaler Penalties, Rite Aid shall immediately pass to drugstore.com its pro rata share thereof without deducting any amounts.

(d) Rite Aid and drugstore.com will each designate a representative of its pharmaceutical purchasing organization at a level of manager or higher to serve as its official contact to promptly address any failures by Rite Aid to meet the product supply and delivery requirements of drugstore.com with respect to Pharmaceutical Products.

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3.4 Billing and Payment for Orders

(a) Rite Aid shall invoice drugstore.com for all orders placed by drugstore.com for Pharmaceutical Products and Private Label Products at the time of shipment. Invoices shall be due and payable by drugstore.com to Rite Aid no later than thirty (30) days after the date of the applicable invoice. If such payment date falls on a weekend or on any weekday on which banks are closed, payment shall be due on the business day immediately following such payment date. In no event shall any payment made by or before such date constitute a breach of this Agreement. Rite Aid shall give drugstore.com at least 30 days’ notice of any material changes to the format or medium of its invoices.

(b) All payments made by drugstore.com pursuant to this Section 3.4 shall be made, in immediately available funds, by electronic fund transfer or such other means reasonably acceptable to both parties.

(c) Credits and adjustments that became effective during the period covered by the invoice shall be applied to the first invoice following drugstore.com’s eligibility therefor.

(d) If drugstore.com believes in good faith that it is entitled to an adjustment to any invoice, drugstore.com shall promptly notify Rite Aid in writing of such claim for an adjustment and provide to Rite Aid reasonable support for any such claim. Rite Aid and drugstore.com will promptly address and attempt to resolve in good faith any claims as to charges, credits or other aspects of the invoice. Neither party shall deny or restrict service during the pendency of a dispute as a result thereof, provided that drugstore.com has paid all undisputed amounts when due.

3.5 Rebates. drugstore.com shall be entitled to share in any rebates and other allowances not taken into account in the Actual Cost, each as set forth on Schedule 3.2 (collectively, " Rebates "), however calculated, actually received by Rite Aid in respect of Rite Aid’s purchase of Pharmaceutical Products. Such share shall be based on the ratio of drugstore.com’s purchases and drugstore.com’s performance that resulted in such Rebates to Rite Aid’s total purchases and to total performance that resulted in such Rebates. Rite Aid shall remit drugstore.com’s share for Rebates received in each fiscal quarter within thirty (30) days of the end of such fiscal quarter. Such payments shall be made, in immediately available funds, by electronic fund transfer or other means reasonably acceptable to the parties. At the time of each such payment, Rite Aid shall deliver, in a form reasonably acceptable to the parties, a statement showing in reasonable detail the sources of the Rebates and the method of allocation of such Rebates.

3.6 Late Payments. For any late payment or adjustment pursuant to Section 3.4(a) or (d), a late fee shall be applicable in the amount of one percent for each whole month after the payment was due (or in the case described in Section 3.4(d), made), prorated for any partial month.

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3.7 Sales Tax. As between the parties, drugstore.com shall be responsible for the collection and timely remittance of any sales tax imposed on any Serviced Order (defined below) and sales of products, including Private Label Products, by drugstore.com on the drugstore.com Site.

3.8 Operations. The parties will cooperate in developing operational standards with respect to ordering, shipment and delivery pursuant to this Section 3.

SECTION 4. PHARMACY SERVICES

4.1 Description of Pharmacy Services

(a) Rite Aid shall, as requested by drugstore.com, provide dispensing and related services (collectively, the " Pharmacy Services ") with respect to orders of Pharmaceutical Products on the drugstore.com Site and the Rite Aid Site to be delivered by mail to the customer (such orders, the " Serviced Orders "). The Pharmacy Services will be performed, at the direction of drugstore.com, by a Rite Aid pharmacy (the " Rite Aid Pharmacy ") located within a facility owned or leased by drugstore.com (the " drugstore.com Facility "). The Rite Aid Pharmacy shall be staffed by one supervising licensed pharmacist employed by Rite Aid; provided, however, that at the election of drugstore.com, the Rite Aid Pharmacy may instead be staffed in part by licensed pharmacists and technicians employed by drugstore.com so long as such staffing does not (i) impair Rite Aid’s ability to lawfully perform the Pharmacy Services, (ii) affect the validity of any licenses held by Rite Aid; (iii) increase Rite Aid’s insurance costs, or (iv) affect Rite Aid’s insurance coverage in any other way. In addition, the parties agree to consult periodically, at either party’s request, regarding the pharmacist(s) and/or technician(s) employed by either party. drugstore.com shall reimburse Rite Aid monthly for the salary and benefits of the supervising licensed pharmacist staffing the Rite Aid Pharmacy.

(b) The Pharmacy Services to be performed with respect to Serviced Orders shall consist of (i) the filling of the Serviced Orders, including the dispensing of Pharmaceutical Products, and the delivery thereof to drugstore.com employees at the drugstore.com Facility for further delivery to the customer; (ii) the performance of necessary and appropriate drug utilization review, including, as necessary, direct communication with the drugstore.com customer or the prescribing physician; (iii) communication with Third Parties, including pharmacy benefit managers and insurers, as necessary for adjudication of a Serviced Order and the transmission, within 24 hours to the extent possible, to drugstore.com of the results of such adjudication for its billing purposes and, where required, for transmission to its customer; (iv) the collection and transmission, in accordance with Section 4.5, to drugstore.com of monies received from Third Parties in payment of any portion of the price of a particular Pharmaceutical Product; and (v) any additional services, functions or responsibilities that are required for the lawful performance and provision of the services described in Section 4.1(b) (i)-(iv) inclusive.

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(c) In the process of performing the Pharmacy Services, Rite Aid shall have the right, consistent with its normal business practices and in order to achieve cost-savings or otherwise in connection with the health and welfare of the customer, to communicate with the prescribing physician in order to suggest the use of generic Pharmaceutical Products or other Pharmaceutical Products in the same therapeutic class as that prescribed by such physician.

4.2 drugstore.com Obligations

(a) In order to enable Rite Aid to lawfully provide the Pharmacy Services, drugstore.com agrees: (i) to obtain and/or maintain all licenses necessary to allow it to accept orders from customers for Pharmaceutical Products; (ii) to perform all actions necessary to authenticate the prescription for such Pharmaceutical Products, (iii) to transmit to Rite Aid all information with respect to a Serviced Order necessary to enable Rite Aid lawfully to fill such Serviced Order; (iv) to disclose to customers placing orders on the drugstore.com Site that the prescription will be filled by Rite Aid and (v) to take such other actions as may be reasonably requested by Rite Aid in order to facilitate the servicing of customer orders and compliance with applicable law. Rite Aid shall not be obligated to provide Pharmacy Services with respect to any Serviced Order to the extent that drugstore.com has failed to comply with its obligations pursuant to this Section 4.2(a).

(b) drugstore.com shall be solely responsible for (i) the charging and collection of the payment from the customer for the Serviced Order (except as set forth in Section 4.1(b) (iv) hereof) and of any and all fees for shipping of Pharmaceutical Products to its customers, and (ii) with the exception of necessary customer service to be performed by Rite Aid in connection with the filling of Serviced Orders, all customer service functions with respect to drugstore.com customers, including, without limitation, communication with the customer as necessary in the event that the adjudication performed by Rite Aid results in Rite Aid’s inability to fill the Serviced Order.

(c) drugstore.com will provide, at no cost to Rite Aid, space within the drugstore.com Facility as necessary for the operation of the Rite Aid Pharmacy. drugstore.com shall also, at no cost to Rite Aid, supply the Rite Aid Pharmacy with Pharmaceutical Products from the inventory of drugstore.com to fill Serviced Orders and, as necessary for the performance of Pharmacy Services by the Rite Aid Pharmacy, access to and use of pharmacy equipment, pharmacy supplies and communications equipment.

4.3 Pharmacy Services Page

(a) Subject to Section 4.3(b), the parties shall collaborate on the content included on the Pharmacy Services Page and use of the Rite Aid Trademarks on the Pharmacy Services Page, provided that drugstore.com shall have the final right of approval with respect to such content and use.

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(b) Rite Aid shall not knowingly publish on the Rite Aid Site, and drugstore.com shall not knowingly publish on the drugstore.com Site, any content that is contrary to law or false or misleading in any material respect. Any content that either party reasonably determines to be contrary to law or false or misleading in any material respect shall be removed, upon notice from the determining party, as soon as practicable by the offending party.

(c) Rite Aid shall have final approval regarding any representations made relating to the quality of Rite Aid pharmacy and Rite Aid pharmacist services. drug