FIRST AMENDMENT TO THE MASTER AGREEMENT

BETWEEN SAN MATEO COUNTY

AND MEDASSETS SUPPLY CHAIN SYSTEMS, LLC

           San Mateo County (“San Mateo”) and MedAssets Supply Chain Systems, LLC ("MedAssets”) entered into an agreement for certain healthcare group purchasing services (the “Services”) dated January 25, 2011 (the "Original Agreement").

San Mateo and MedAssets hereby agree to amend the Agreement with this first amendment (the “First Amendment”) effective on the last date signed (the “First Amendment Effective Date”) as follows:

1. The Broadlane Group, Inc. shall be made an Affiliate by deleting the second paragraph in its entirety and replacing it with the following:

MedAssets and its affiliates, Aspen Healthcare Metrics, LLC (“Aspen”), MedAssets Analytical Systems, LLC (“MAS”), MedAssets Net Revenue Systems, LLC (“NRS”) and The Broadlane Group, Inc. (“Broadlane”) (each an “Affiliate” and collectively the “Affiliates”), offer integrated services which assist healthcare providers in improving business processes and cash flow.  Any Affiliate with whom San Mateo has an executed Statement of Work (each an “SOW”) for goods or services pursuant to the terms hereof shall be deemed a “Participating Affiliate”.  MedAssets is entering into this Agreement for itself and on behalf of these Participating Affiliates.

2. The definition of Effective Date shall be deleted in its entirety and replaced with the following:

Effective Date shall be February 1, 2011 (the “Effective Date”)

3. SOW 1 shall be deleted in its entirety and replaced with Amendment 1, SOW 1 attached hereto and incorporated herein. For the purposes of SOW 1, where applicable, all references to “MedAssets” shall be deemed to include “MedAssets Supply Chain Systems, LLC” and “The Broadlane Group, Inc.”.

4. All defined terms used in this First Amendment shall have the meaning ascribed to them in the Original Agreement unless otherwise defined herein.  Except as expressly modified by this First Amendment the original terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this First Amendment through their duly authorized representatives as of the First Amendment Effective Date.

AMENDMENT 1, SOW 1

JOINT GROUP PURCHASING PROGRAM

THE UNDERSIGNED PARTIES ACKNOWLEDGE AND AGREE THAT THIS SOW IS MADE PART OF THE MASTER

AGREEMENT BETWEEN SAN MATEO COUNTY AND MEDASSETS SUPPLY CHAIN SYSTEMS, LLC

DATED AS OF THE 25^TH DAY OF JANUARY, 2011 (THE “AGREEMENT”).

1. Term and Termination.

1.1 SOW Term. The Joint Group Purchasing Program (the “GPO Program”) shall commence upon the First Amendment Effective Date (the “GPO Program Effective Date”) and shall expire January 31, 2016 (the “GPO Program Initial Term”) and shall automatically renew for no more than two (2) successive one (1) year extensions unless either Party gives written notice to the other Party, at least ninety (90) days prior to the expiration of the term or of any extensions or renewals thereof, of its desire not to renew (the “GPO Program Term”).

1.2 SOW Termination. In the event San Mateo or MedAssets breaches any material provision of this SOW, the non-breaching Party shall provide written notice of such breach to the other Party. If, within sixty (60) days after receiving written notice, the breaching Party has failed to cure the breach, the non-breaching Party may, in its sole discretion, terminate this SOW by providing a letter of termination to the breaching Party which shall specify the exact date of termination.

2. Covered Facilities. Individual sites covered by this SOW (each a “Covered Facility” or “Member” for the purposes of this SOW) are listed on Amendment 1, SOW 1, Schedule 1 attached hereto.   Each site shall be listed individually (i.e. multiple sites shall not be grouped under a common name).  MedAssets shall have no obligation to provide the GPO Program to any site not specifically listed on Amendment 1, SOW 1, Schedule 1.

San Mateo may amend its Amendment 1, SOW 1, Schedule 1 of owned sites with written notice to and approval of MedAssets, which such approval shall not be unreasonably withheld.  Each new site must comply with the terms hereof including providing a valid DEA number in order to access the Pharmacy Program.  Information about new sites must be provided to MedAssets 45 days in advance of the month in which purchases are to commence.

3. Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In addition, the following definitions shall apply to the GPO Program:

Administrative Fee shall mean a payment from Participating Vendors to MedAssets based upon purchases by Covered Facilities through the GPO Program.

Capital Equipment shall mean any high-cost equipment requiring regular maintenance. Examples include but are not limited to digital or computerized radiography equipment, digital mammography equipment, magnetic resonance imaging equipment, nuclear medicine equipment, CT and PET-CT equipment, endoscopes, physiologic monitors, and intravenous therapy equipment.

CDQuick shall mean MedAssets' proprietary web-based portal that is utilized for Group Purchasing Portfolio.

Covered Facility or Covered Facilities shall mean any healthcare provider organization which is owned by San Mateo. A list of the current Covered Facilities is attached as Schedule 1 hereto. San Mateo represents and warrants it has the legal authorization to execute this Agreement on behalf of those Covered Facilities.

Custom Agreements shall mean agreements for products or services that MedAssets executes specifically on behalf of San Mateo or certain Covered Facilities.

Direct Agreements are any arrangements that San Mateo or any Covered Facility enters into directly with any vendor.

GPO Safe Harbor means the regulatory safe harbor of the Anti-Kickback Statute for group purchasing organizations set forth at 42 C.F.R. § 1001.952(j), as amended.

Group Purchasing Organization shall mean a business, company, enterprise, joint venture, association, partnership, limited partnership, limited liability company or corporation; organized as a cooperative, for profit or not-for-profit, owned separate and apart of its Covered Facilities; to provide commodity group purchasing services and/or programs, group contract negotiations and/or ancillary professional, technical or managerial services, or some similar combination of services thereof to its Covered Facilities.

Group Purchasing Portfolio shall mean those Vendor Agreements entered into between a Participating Vendor and either MedAssets Supply Chain Systems, LLC or The Broadlane Group, Inc.

Group Purchasing Sales shall mean Covered Facility's purchases through the GPO Program during the Term of the Agreement.

Live Group Buy shall mean a live event, facilitated by MedAssets, in which the Live Group Buy participants convene to analyze the value of a specified Capital Equipment modality for the purpose of determining, via ad hoc committee consensus, which vendor's Capital Equipment to select for purchase. 

LOC shall mean a letter of commitment or other commitment form that suppliers which may, from time to time, require San Mateo to execute to access GPO Vendor Agreements.

Participating Vendor shall mean any manufacturer, wholesaler or distributor which has executed a Vendor Agreement to sell products or services through the GPO Program.

Rebate means any discount that a supplier applies to a San Mateo purchase under any Vendor Agreement where San Mateo receives the discount after the time of purchase.

Report shall mean a report of Administrative Fees received by MedAssets based upon Group Purchasing Sales. An example of the Report is attached as Exhibit A.

Vendor Agreement shall mean the contracts executed between MedAssets and Participating Vendors which are part of the Group Purchasing Portfolio and pursuant to which Covered Facilities may purchase products and services.

4. Fees. The GPO Program shall be provided in consideration of the Administrative Fees retained by MedAssets under the Terms of this SOW.

5. Description, Deliverables and Obligations of the Parties.

5.1 The GPO Program. MedAssets negotiates and executes Vendor Agreements at the discretion of various operating committees. MedAssets shall provide access to the Group Purchasing Portfolio to San Mateo and the Covered Facilities.

5.2 Exclusivity.  San Mateo hereby designates MedAssets and the Broadlane Group, Inc. as the primary Group Purchasing Organizations authorized to provide any of the services comprising the GPO Program to San Mateo  during the term hereof.  San Mateo agrees to neither contract for nor promote the services of any other Group Purchasing Organization to provide any of the services offered by the GPO Program during the GPO Program Term.

5.3 Direct Agreements. If San Mateo or Covered Facility desires to enter into a Direct Agreement for any product or service that is not available through a Vendor Agreement, then San Mateo or the applicable Covered Facility may give MedAssets the option to write a Custom Agreement for that product or service. Nothing in this Section 5.3 prohibits San Mateo or any Covered Facility from accessing any Direct Agreement that is in effect as of the Effective Date or from negotiating and entering into a Direct Agreement. MedAssets has no obligation to assist in the preparation, negotiation, or management of any Direct Agreement. San Mateo and Covered Facility shall not refer to or otherwise use any Vendor Agreement in any manner that is adverse to MedAssets' interests. For example, San Mateo and Covered Facilities shall not use any Vendor Agreement as leverage to negotiate any Direct Agreement. If MedAssets determines that San Mateo or any Covered Facility has exploited a Vendor Agreement in violation of this Section 5.2, then MedAssets may terminate this Agreement as provided in the above Section 1.2.

5.4 Custom Agreements. To request that MedAssets create a Custom Agreement, San Mateo or the applicable Covered Facility shall transmit the request using MedAssets' standard request form, including any proposed business criteria to MedAssets at customcontracting@broadlane.com. MedAssets has thirty (30) days after it receives any request for a Custom Agreement to accept or reject that request.

5.5 Live Group Buys.

5.5.1 Scheduling of Live Group Buys.  MedAssets generally conducts one Live Group Buy per year per designated Capital Equipment modality.  MedAssets employs commercially reasonable efforts to schedule Live Group Buys that meet the Live Group Buy participants' needs, but MedAssets may determine not to conduct a Live Group Buy, or to cancel, reschedule, or relocate a planned Live Group Buy at any time if necessary in MedAssets' discretion. Once executed, the Live Group Buy Agreement is a Vendor Agreement.

5.5.2 Election to Participate in a Live Group Buy.  To participate in a Live Group Buy, San Mateo or the applicable Covered Facility shall register for the Live Group Buy by: (a) notifying the appropriate MedAssets representative of its intent to participate; and (b) executing any ancillary documents that MedAssets or the participating Live Group Buy vendors may require.  Each Live Group Buy Participant shall send to the Live Group Buy a representative with the requisite authority to make the applicable purchasing decisions on its behalf.

5.6 CDQuick. MedAssets shall provide San Mateo and Covered Facilities access to CDQuick which provides certain information regarding products and services offered through the Vendor Agreements.

5.7 Purchasing Decisions. San Mateo and Covered Facilities determine whether and how much to purchase through Vendor Agreements. San Mateo and Covered Facilities are bound to the terms and conditions of each Vendor Agreement if they: (a) purchase products or services under that agreement; or (b) agree to be bound to that agreement in an ancillary document (such as an LOC). MedAssets bears no responsibility for interpreting, negotiating, or managing ancillary agreements in standard forms that vendors may provide to San Mateo.

5.8 Duties under Vendor Agreements and Other Agreements. MedAssets is not a vendor of products offered under any Vendor Agreement, and does not own, control, or invest in any vendors. Duties under Vendor Agreements and other agreements are as follows:

5.8.1 Vendor's Duties to San Mateo and Covered Facilities. The vendor: (a) delivers, installs, warrants, and insures any products or services offered through any Vendor Agreement; (b) invoices and collects payment from San Mateo and Covered Facilities for products and services offered through any Vendor Agreement; and (c) publishes recall or safety-related notices and coordinates any other recall or safety-related activities for any products offered through any Vendor Agreement. MedAssets has no duty or liability for the performance of a vendor.

5.8.2 San Mateo's Duties to Vendors. Any purchases San Mateo or a Covered Facility makes through any Vendor Agreement are made pursuant to the terms and conditions set forth in that agreement. San Mateo or the applicable Covered Facility: (a) requisitions, pays for, receives and takes title to, insures, installs, and pays any taxes for products and services offered through any Vendor Agreement; and (b) monitors product recall or safety-related notices, and determines product recall or safety-related responses for any products offered through any Vendor Agreement. San Mateo acknowledges and agrees that MedAssets provides no medical or other patient care, and that San Mateo and vendors bear ultimate responsibility for products purchased through Vendor Agreements. San Mateo and each Covered Facility understand that each vendor has the right to seek a remedy for breach directly against San Mateo and each Covered Facility under any Vendor Agreement.

5.8.3 Vendor Disputes. If there is a dispute that involves a Vendor Agreement, then MedAssets may, in its discretion, provide reasonable assistance to attempt to resolve the dispute. MedAssets provides no legal analysis or legal counseling to San Mateo or any Covered Facility, and provides no dispute-resolution assistance requiring legal expertise.

5.8.4 Survival. This Section 5.8 survives expiration or other termination of this SOW.

6. Agency and Own Use.

6.1  Designation as Agent. As provided in the GPO Safe Harbor, San Mateo designates MedAssets and The Broadlane Group, Inc. as San Mateo's, and each Covered Facility's, agent to perform the services set forth in this SOW.

If any Participating Vendor permits San Mateo (or any Covered Facility) to purchase under any Vendor Agreement after expiration of this SOW or any Covered Facilities' participation under this SOW, then MedAssets and Broadlane continue to be that entity's agent with respect to those purchases for the limited purposes of: (i) collecting and forwarding vendor rebates; (ii) collecting Administrative Fees; and, (iii) managing Vendor Agreements (in MedAssets' discretion). This paragraph survives expiration or other termination of this SOW.

6.2  Own Use.  San Mateo hereby represents to and covenants with MedAssets that all purchases made through the GPO Program by San Mateo shall be made for San Mateo's "own use" and consumption.  San Mateo shall comply with the restrictions on use and resale of products set forth in Abbott Laboratories vs. Portland Retail Druggists Assn., Inc. 425 U.S. 1 (1976) and its successor line of cases and further shall comply with the Prescription Drug Marketing Act of 1987, as applicable.  San Mateo shall indemnify and hold MedAssets harmless from any and all manner of liability including, but not limited to, costs of defense resulting from any breach by San Mateo of this Section 6.3. 

7. Administrative Fees and Payments.

7.1 Administrative Fee Disclosure.  MedAssets discloses and San Mateo acknowledges that during the term of this Agreement MedAssets will receive Administrative Fees from Participating Vendors which are based on purchases made by San Mateo.  San Mateo acknowledges that this Administrative Fee is not fixed at the same amount in each Vendor Agreement, and that the Vendor Agreements provide for Administrative Fees equal to three percent (3%) or less of the purchase price of the goods or services purchased by San Mateo under the Vendor Agreements. 

MedAssets will report to San Mateo, in writing, on a basis not less frequently than annually, and to the Secretary of Health and Human Services, on request, the amount received from Participating Vendors with respect to purchases made by or on behalf of San Mateo, sorted by Participating Vendor.

San Mateo understands that the discounted pricing provided as part of the GPO Program, as well as the value of any Services provided at less than full price, is a “discount” within the meaning of 42 U.S.C. Section 1320a-7b(b)(3)(A) of the Social Security Act and the regulations promulgated hereunder at 42 C.F.R. Section 1001.952(h) and that San Mateo may have an obligation to report this discount to any state or federal program which provides cost or charge-based reimbursement to San Mateo  for the items to which the discount applies.

7.2 Implementation and Utilization.  MedAssets shall assist San Mateo in implementing and utilizing the GPO Program, and shall monitor the performance of the Participating Vendors.  Upon request, San Mateo shall assist MedAssets in securing access to invoices, payment and/or receiving documents to resolve any question of Participating Vendor compliance.

7.3 Rebate(s).  MedAssets shall remit to San Mateo one hundred percent (100%) of all Rebate(s) received on purchases made by San Mateo.  MedAssets shall pay any such Rebate(s) within sixty (60) days of the cumulative value of such Rebate(s) exceeding one-hundred ($100), but in no event more frequently than on a quarterly basis.

7.4 Reporting. MedAssets shall provide the Report to San Mateo with the Shareback. MedAssets will maintain a sales information database that is based on reports received from Participating Vendors. The database, and all data within it, shall be and remain the property of MedAssets.

7.5 Revenue Sharing. MedAssets shall pay San Mateo thirty percent (30%) of the Administrative Fees derived from Group Purchasing Sales which MedAssets receives from Participating Vendors (the “Shareback”) provided that San Mateo's has not breached a material term of the Agreement that remains uncured. MedAssets shall pay such earned Shareback upon the cure of any such breach. MedAssets shall pay the earned Shareback within sixty (60) days following the end of each semi-annual period. In the event this SOW or the Agreement is terminated for any reason whatsoever, any and all obligations to pay future Shareback shall immediately terminate.

Notwithstanding anything to the contrary stated herein, MedAssets shall not be obligated to pay Shareback to San Mateo in the event that:  (i) a Participating Vendor contractually prohibits MedAssets from sharing Administrative Fees with MedAssets' members; (ii) Administrative Fees are received for which a vendor has failed to provide sufficient detail to determine whether they are derived from purchases made by San Mateo; or, (iii) a change in law or regulation occurs which MedAssets' legal counsel reasonably believes prohibits MedAssets from sharing such Administrative Fees with its members.

8. Additional Terms and Conditions.

8.1 Vendor Obligations. It is understood that MedAssets negotiates all Vendor Agreements and facilitates communication between Members and Participating Vendors. MedAssets agrees to use commercially reasonable efforts: (i) to obtain the most advantageous terms and conditions for Members in its Vendor Agreements and shall use San Mateo Member's lowest pricing as the baseline for such negotiations; (ii) to promote competition among vendors for participation in the Group Purchasing Program; (iii) to enforce the terms of Vendor Agreements, and to resolve, as practicable, any issues related to Vendor compliance or performance; and, (iv) to assign and to otherwise pass through, for the benefit of the Members, any such Vendor provisions.

8.2 Additional Limitation of Liability. MedAssets shall have no obligation to provide support services for: (i) any professional services provided by MedAssets outside of the scope of this SOW; (ii) any non-MedAssets computer programs, technology or hardware; (iii) any data conversion, template construction or interface design, other than as specifically set forth solely with respect to San Mateo's systems and data as provided on the date of the completion of the applicable Setup Services; (iv) any data conversion, template construction or interface design arising out of or relating to a change in San Mateo's system and data at any time during the SOW Term; and/or, (iv) any MedAssets software that is not the most recent version or release. Any failure of San Mateo to pay all applicable fees for the Services as they come due shall, at MedAssets' sole option, immediately discharge MedAssets of any obligation to provide support services hereunder.

8.3 Intellectual Property Indemnity.

8.3.1 Indemnity Generally. MedAssets agrees to defend at its expense and pay any final judgment or settlement in connection with any third-party claim based on infringement or misappropriation of U.S. copyrights, U.S. patents, trade secrets, or other proprietary rights of any third party arising out of San Mateo's use of the Service. The foregoing indemnification obligations of MedAssets are contingent upon MedAssets being promptly notified of such claim, having the sole authority to defend or settle such claim, and receiving the reasonable assistance of San Mateo in connection therewith at MedAssets' expense.

8.3.2 Right to Procure or Modify. If a claim of infringement under this Section 8 occurs, or if MedAssets determines that a claim is likely to occur, MedAssets will have the right, in its sole discretion, to either: (i) procure for San Mateo the right or license to continue to use the Master Service free of the infringement claim; or (ii) modify the Master Service to make it non-infringing. If these remedies are not reasonably available to MedAssets, MedAssets may, at its option, terminate this SOW and return any fees that have been paid by San Mateo in advance for future periods.

8.3.3 Indemnity Exclusions. Notwithstanding the foregoing, MedAssets has no obligation with respect to any claim of infringement that is based upon or arises out of: (i) the use or combination of the Services with any hardware, software, products, data or other materials not specified or provided by MedAssets; or (ii) San Mateo's use of the Modules or the other Services other than in accordance with MedAssets' written directions or policies.

8.3.4 Exclusive Remedy. The provisions of this Section 8 state the sole and exclusive obligations and liability of MedAssets and its licensors and suppliers for any patent, copyright, trademark, trade secret or other intellectual property rights infringement arising out of or relating to the Services and this SOW. The provisions of this Section 8 are in lieu of any implied warranties of non-infringement, all of which are disclaimed.

8.4 Limited License. During the applicable SOW Term, MedAssets hereby grants to San Mateo, and San Mateo accepts, a non-transferable, non-exclusive limited license to access the application listed hereunder for its internal business purposes only; provided, however, such access shall only be for the number of authorized user(s) and the for the specific Covered Facilities identified hereunder, only during the applicable SOW Term and solely for the limited purpose of receiving the Services, subject to payment of the Fees.

8.5 Schedules and Exhibits. The following Schedules and Exhibits are attached thereto and are to be considered an integral part hereof and are incorporated into the Agreement by this reference:

Amendment 1, SOW 1, Exhibit A: Sample Shareback Report

Amendment 1, SOW 1, Schedule 1: List of Covered Facilities

AMENDMENT 1, SOW 1, EXHIBIT A

SAMPLE SHAREBACK REPORT

Manufacturer Report

Distributor Report

Facility Report

Program Fee Summary