HomeMy WebLinkAbout2014-140 Health -NC Hospira to provide OCHD with specified products at a past through cost ammmwmmmmmmmmmmmmmm
— Please return this copy to the Clerk to the Board's
office for permanent agenda file.
SPECIALTY INJECTABLE PHARMACEUTICALS REQUIREMENT:
Date: 1/13/2013 Customer Number:
Customer: ORANGE CO Territory No:
City, State: HILLSBOROUGH, NC Commencement Date:
Term: 24 Months End Date: 12/31/2015
A. Specific Conditions
1. Requirements Contract. Customer hereby commits to purchase from Hospira its total requirements of each of
the individual products summarized and detailed by list number and price in the attached Exhibit A
("Products").
2. Distribution Channel Charges or Fees. If wholesalers / distributors of Products impose any incremental
charges or fees on Hospira for distributing Products to Customer, Hospira shall be entitled to pass through
such distribution channel charges or fees to Customer in the form of an upcharge to the purchase price of
Products. Any such charges or fees that are passed through to Customer hereunder shall not be limited to or
apply in the calculation of any aggregate annual price adjustment or to the amount of credit issued under
Hospira's Returned Goods policy. Any increase in Hospira Product price resulting from incremental wholesaler
/distributor charge or fee shall not apply in the calculation of any administration and marketing fees or in the
calculation of any rebates payable to Customer hereunder.
3. Raw Material and Other Costs. Customer agrees to accept any pass-through cost increases for Product if any
raw material or other production cost increase results in a ten percent (10%) or greater overall cost increase
for the Product. In such case, Hospira will provide thirty (30) days written notice to Customer of the new
Product price. Allowable cost increases include, but are not limited to, an increase in Hospira's cost of raw
material, energy, labor, etc. or an increase in the cost associated with Hospira's need to adjust or reallocate
manufacturing lines or capacity to accommodate changes in market needs due to competitive product
shortages or market exits.Any price increases hereunder shall not be limited by or apply in the calculation of:
(i) any aggregate annual price adjustment; (ii) any administration and marketing fees; or (iii) any rebates
payable to Customer hereunder.
4. Price Adiustments-SIP. Prices for the Products are firm for the term of this Contract.
B. General Conditions
1. Terms and Conditions. Payment terms are Net 30 Days from date of invoice. Product is shipped F.O.B. Origin
(freight prepaid). Except as otherwise set forth in this Contract, Hospira's standard Terms and Conditions set
forth on the Hospira website (www.hospira.com) in effect at the time of invoicing shall apply to this Contract.
2. HOSPIRA DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE,AND AGAINST INFRINGEMENT.
IN NO EVENT SHALL HOSPIRA BE LIABLE UNDER ANY THEORY,WHETHER IN CONTRACT,TORT OR OTHERWISE,
FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR FOR ANY LOST
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SIP Req(06-07-12) ORANGE CO HLTH DEPT MVC 120913 Ver 02
DATA, BUSINESS INTERRUPTION, LOSS OF USE, LOST BUSINESS, LOST REVENUES OR LOST PROFITS HOWEVER
ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.
3. Single Use. Hospira sells or distributes certain products as single-use products, as described in product
instructions, package inserts, product labeling, product packaging, or contracts for such products. Hospira
shall not be liable for any injuries to persons or property, or for any other damages, costs, or expenses
relating to the re-use of such single-use products, and Customer hereby releases, discharges, and indemnifies
Hospira and its affiliates from and against the same.
4. Confidentiality. The terms of this Contract are confidential. Except as required by law, neither party shall
disclose its terms or make any public announcement about this Contract without the other's prior written
consent
5. Use of Customer Name. Customer permits Hospira to utilize Customer's name, location and product selection
on customer lists. This authorization supersedes any prior restrictions on use of Customer's name as may
have been set forth in agreements between Customer and Hospira.
6. Sole Contract. No additional terms contained in any purchase order, acknowledgment form, or other
document shall be binding unless approved in writing by the parties. This Contract shall supersede all prior
oral and written agreements for the Products specified herein.
7. Sole Supplier. Hospira shall be the sole supplier to Customer as of the date hereof of products comparable to
the type and nature to the Products during the term of this contract, unless terminated sooner by either party
8. Disclosure. The purchase prices under this Contract (including the value of any discounts, rebates, or other
price concessions) are intended to reflect discounts or other reductions in price within the meaning of the
discount exception to the federal anti-kickback statute 42 U.S.C. Section 1320a-7b(b)(3)(A). Customer shall
properly report and appropriately reflect such discounted prices on cost reports or claims submitted to any
state or federal program that provides reimbursement to Customer for the items to which the discount
applies. Further, Customer shall retain invoices and other price documentation and make them available to
federal or state officials upon request.
9. Compliance with Laws - Governing Law. Each party represents and warrants that it shall comply with all
applicable federal, state and local laws, rules and regulations in the performance of its obligations hereunder.
This Contract shall be construed, interpreted, and governed by the laws of the State ofNorth Carolina, except
for its conflict of law provisions.
10. Product Availability. Hospira may(i) delay shipping or allocate supply of any Product in the event of a shortage
or force majeure event, and/or (ii) upon 30 days prior written notice discontinue marketing and selling any
product.Any such action shall not be deemed a breach of this Contract by Hospira.
11. Termination. This Contract shall expire on the End Date, provided that this Contract may be terminated as a
result of a material breach upon not less than 60 days prior written notice if such breach is not cured within
the 60 day period. Either party may pursue any and all additional remedies available to it at law and equity.
Either party may terminate this Agreement upon sixty(60) days written notice to the other party.
12. Transportation Costs. Customer agrees to accept any pass-through cost increases due to any increase in fuel
costs or other costs related to transporting Hospira products upon 30 days written notice. Any such price
increase for transportation costs hereunder are limited to the actual increase in Hospira transportation costs
and shall not be limited by or apply in the calculation of any aggregate annual price adjustment
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SIP Req(06-07-12) ORANGE CO HLTH DEPT MVC 120913 Ver 02
13. Assignment. This Contract may only be assigned by (i) either party with the prior written consent of the other
party; (ii) either party to its parent or a wholly-owned subsidiary of its parent; or (iii) either party to any
successor by merger or acquisition or by divestiture or spin-off of substantially all of the business to which this
Contract relates.
14. Taxes. Unless prohibited by law, Customer will be responsible for any and all taxes, fees, and assessments
due, assessed, or levied on or against or based on any products and/or services on this Contract, except for
taxes solely based on the net income of Hospira. Customer will promptly reimburse Hospira (on an after tax
basis) for any taxes charged or assessed against Hospira as and when incurred by Hospira. If Customer
represents and warrants that it has "Tax Exempt" status, Customer shall provide Hospira with a properly
executed Exemption Certificate, whereupon Hospira will treat all applicable transactions (products and/or
services) accordingly.
15. Customer Representations and Warranties. Customer represents and warrants to Hospira that Customer has
the legal ability and authority to negotiate and enter into this Contract.
16. E-Verify. Pursuant to the terms of North Carolina General Statute 153A-449(b) no county may enter into a
contract with a contractor unless the contractor and the contractor's subcontractors comply with the
requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to
maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes
Hospira's breach of this Agreement. By executing this Agreement Hospira affirms they are in compliance with
Article 2 of Chapter 64 of the North Carolina General Statutes.
17. Non-Appropriations. Hospira acknowledges that Customer is a governmental entity, and the validity of this
Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the
event that public funds are unavailable and not appropriated for the performance of Customer's obligations
under this Agreement, then this Agreement shall automatically expire without penalty to Customer
immediately upon written notice to Hospira of the unavailability and non-appropriation of public funds.
This Contract must be signed and returned by Customer within 30 days of receipt, otherwise this offer is void. One
fully executed original will be returned to Customer.
[Signatures to follow]
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SIP Req(06-07-12) ORANGE CO HLTH DEPT MVC 120913 Ver 02
Accepted by: Accepted by:
Hospira Worldwide, Inc. Orange Coupp
Title: �` 5 4,, Title: nterim County Manager
Printed Name: Printed Name: ich e Talbert
Date: 2 5 ( Date: /
Approved as to technical Content:
Colleen M. Bridger, Health Di ctor Date
Orange County Health Department
ORANGE COUNTY FINANCE DIRECTOR:
"This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal
Control Act."
Clarence Grier, Asst. County Manager/ Date
Chief Financial Officer
Ap o ed a o rm and legal sufficiency
I
A ette M. Moore, Staft Attorney Date
Hospira Worldwide, Inc.
Contract Marketing
275 North Field Drive
Dept. 361, Bldg. H1
Lake Forest, IL 60045
www.hospira.com
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SIP Req(06-07-12) ORANGE CO HLTH DEPT MVC 120913 Ver 02
Exhibit A
Products
Total Requirements Products
List Number Product Description Product Price Quantity per
Classification per Saleable Unit,
Each
01219-01 NALOXONE HCL INJ USP 4.OMG 0.4MG ML 10ML FrV Exclusive $5.00 25
01215-01 NALOXONE HCL IN]USP 0.4MG 0.4MG/ML 1ML FFV Exclusive $0.63 10
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SIP Req(06-07-12) ORANGE CO HLTH DEPT MVC 120913 Ver 02
...........-
IINSURANCE COVERAGE SUMMARY DATE 11/19/2013
This Coverage Summary is issued as a matter of information only to authorized viewers for their internal use only and confers no rights upon any viewer of this Coverage Summary.This
Coverage Summary does not amend,extend or alter the coverage described below.This Coverage Summary may only be copied,printed and distributed within an authorized viewer and
may only be used and viewed by an authorized viewer for its internal use.Any other use,duplication or distribution of this Coverage Summary without the consent of Hospira,Inc.is
prohibited."Authorized viewer"shall mean an entity or person which is authorized by the insured named herein to access this Coverage Summary via
hltv:t4.00sLiira.co_mAnsurancEN'crificration/ The information contained herein is as of the date referred to above. Hospira,Inc.shall be under no obligation to updatesuch Information.
PRODUCER INSURER(S)AFFORDING COVERAGE
Various Co.A SELF INSURED
INSURED Co.8 SAFETY NATIONAL CASUALTY CORP.
HOSPIRA,INC. Co.C FALVEY CARGO UNDERWRITING
275 N.FIELD DR
LAKE FOREST,IL 60045 Co,D NORTH AMERICAN ELITE INSURANCE COMPANY
Co.E ALTERRA BERMUDA LIMITED
Co.F FACTORY MUTUAL INSURANCE COMPANY
Co.G ASPEN INSURANCE UK LTD
COVERAGES
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,
NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS SUMMARY MAY BE ISSUED OR
MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.
LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
CO TYPE OF INSURANCE POLICY NUMBER EFFECTIVE EXPIRATION LIMITS
LTR DATE DATE
A GENERAL SELF-INSURED 04/30/2013 04/30/2014 GENERAL $10,000,000
LIABILITY AGGREGATE
COMMERCIAL PRODUCTS- EXCLUDED
GENERAL LIABILITY COMP/OP AGG
PERSONAL&ADV 55,000,000
INJURY
EACH $5,000,000
OCCURRENCE
FIRE DAMAGE(Any
one fire)
MED EXP(Any one
person)
AUTOMOBILE CAS4046062 04/30/2013 04/30/2014 COMBINED SINGLE $2,000,000
B LIABILITY LIMIT
ANY AUTO BODILY INJURY
ALL OWNED AUTOS (Per person)
HIRED AUTOS BODILY INJURY
NON-OWNED AUTOS (Per accident)
SELF-INSURED FOR PROPERTY
PHYSICAL DAMAGE DAMAGE
C GLOBAL TRANSIT MC-3042 01/01/2013 01/01/2014 EACH $20,000,000
MOTOR CARGO CONVEYENCE
LIABILITY
EACH $1,000,000
OCCURRENCE
D UMBRELLA H2UO000344-02 04/30/2013 04/30/2014 EACH $24,000,000
LIABILITY OCCURRENCE
UMBRELLA FORM,
EXCLUDING AGGREGATE $24,000,000
PRODUCTS
LIABILITY SIR$25,000
EXCESS LIABILITY 92069-5720-UMB-2013 04/30/2013 04/30/2014 EACH $15,000,000
E UMBRELLA FORM OCCURRENCE
OTHER THAN 0OA431IR13AOT 04/30/2013 04/3012014 $10,000,000
G UMBRELLA FORM,
INCLUDING AGGREGATE $15,000,000
PRODUCTS
LIABILITY SIR$25,000,000 $10,000,000
B WORKERS' LDS4046060(AOS) 04/30/2013 04/30/2014 WC STATUTORY Statutory
COMPENSATION LIMITS or OTHER
B I AND EMPLOYERS' WI
1 60
PS4046 ( ) 04/30/2013 04/30/2014
LIABILITY EL EACH ACCIDENT $1,000,000
EL DISEASE- $1,000,000
POLICY LIMIT
EL DISEASE-EA $1,000,000
EMPLOYEE
9
F-1PROPERTY _r82 11/19/2013 11/19/2014 EACH $50,000,000
OCCURRENCE
This Coverage Summary serves salt l to list insurance p olieies,limits and dates of coverage-Any modifications hereto are not authorized.
INSURANCE COVERAGE SUMMARY JDATE 11/19/2013
This Coverage Summary is issued as a matter of information only to authorized viewers for their internal use only and confers no rights upon any viewer of this Coverage Summary.This
Coverage Summary does not amend,extend or after the coverage described below.This Coverage Summary may only be copied,printed and distributed within an authorized viewer and may
only he used and viewed by an autherized viewer for its internal use.Any other use,duplication or distribution of this Coverage Summary without the consent of Hospira,Inc.is prohibited.
"Authorized viewer"shall mean an entity or person which is authorized by the insured named herein to access this Coverage Summary via httu:%l hcKnira.cnruftn5uraareVeritirationJ. The
information contained herein is as of the date referred to above. Hospira,Inc.shall be under no obligation to update such information.
PRODUCER INSURED
Various HOSPIRA„INC.
Limits are in Excess ofHospira's Self-Insured Retention.
Domestic Clinical Trial Coverage included under the Excess Liability policy.
It is agreed that the Automobile Liability Policy includes as an additional insured the owner/lessor of any vehicle leased to Hospira,Inc.under written contract.
ADDITIONAL INSURED-LIABILITY:
The definition of WHO IS AN INSURED in the Excess Liability policy is amended to include as an insured any employee of any person or entity named
below,but only while acting within the scope of his or her duties as such along with any person,organization,state or other political subdivision,trustee or
estate for whom the Named Insured has agreed by virtue of written contract or agreement to provide liability insurance such is as afforded,but only to the
extent of such obligation and only in respect of operations by or on behalf of such person or entity.But the insurance provided by this amendment:
1.Applies only to personal injury or property damage arising out of the Named Insured's(a)services,(b)products,(c)premises,or(d)other property owned by
or rented to the Named Insured;
2.Applies only to coverage and limits of insurance required by the written agreement,but in no event exceeds either the scope of coverage or the limits of
insurance provided by the policy;
3.Does not apply to any person,organization,state or other political subdivision,trustee or estate for whom the Named Insured has procured separate liability
insurance while such insurance is in effect,regardless of whether the scope of coverage or limits of insurance of the policy exceed those of such other insurance
or whether such other insurance is valid and collectible.
4.Applies to goods or products manufactured,sold,tested,installation,service or repaired,handled or distributed by the Insured or others trading under its
name,or tools including demonstrations or instructions,uninstalled equipment that were subject of completed'operations performed for others by the Insured.
With respect to the above Additional Insured-Liability provision,the following provision also applies:
1.Where the applicable written agreement requires the insured to provide liability insurance on a primary,excess,contingent,or any other basis,the policy will
apply solely on the basis required by such written agreement.Where the applicable written agreement does not specify on what basis the liability insurance will
apply,the provisions of the Other Insurance section of the policy will govern.
ADDITIONAL INSURED-PROPERTY/BUSINESS INTERRUPTIONBOILER&MACHINERY:
This policy shall also cover as Additional insured,any person,organization,trustee or estate to whom or to which the Named Insured is obligated,by virtue of
a written contract,permit,mortgage,lending or leasing agreement to provide insurance such as is afforded by the terms of the policy,but only to the extent of
the coverage required by such contract,permit,mortgage,lending or leasing agreement and for the limits of liability specified in such contract,.permit,
mortgage,lending or leasing agreement but in no event for insurance not afforded by the policy nor for the limits of liability in excess of the applicable limits of
liability of the policy.
CANCELLATION:
Should any of the above described policies be cancelled before the expiration date thereof,the issuing company will endeavor to mail 30 days written notice to
the certificate holder named to the left,but failure to mail such notice shall impose no obligation or liability of any kind upon the company,its agents or
representatives.
ENTITIES,SUBSIDIARIES&DIVISIONS
(Include but not limited to):
ACN 007 444 322 Pty Ltd
yuda Insurance Limited
BresaGen Investments Pty Ltd
BresaGen Transgenics PTY Ltd
Central Laboratories(IRE)Ltd
Costa Rica Branch Manufacturing Activity
DBL Australia Pty Ltd
DSU Pty Ltd'
Generipharm,Inc.
Global Pharmaceuticals Limited(Thailand)
HBAF Ltd
Hospira(Ireland)
Hospira Adelaide Pty Ltd(formerly:BresaGen Limited)
Hospira Argentina SRL
Hospira Aseptic Service Limited(formerly:Hospira Healthcare Limited)
Hospira Australia.Pty Ltd(formerly:Mayne Pharma Limited)
Hospira Austria GmbH
Hospira Bahamas(Australia)Holdings Ltd.
Hospira Bahamas(Donegal)Corp.
Hospira Bahamas(Ireland)Corp.
Hospira Bahamas(Irish Manufacturing)Ltd.
Hospira Bahamas International Holdings Ltd.
Hospira Benelux BVBA(formerly:Mayne Pharma(Benelux)S.A.)
Hospira Boulder,Inc.
Hospira Chile Limitada
Hospira Costa Rica Ltd.
Hospira Czech Republic,s.r.o.
Hospira de Costa Rica Ltd.
Hospira Deutschland GmbH(formerly:Mayne Pharma(Deutschland)GmbH
Hospira Deutschland Holding GmbH(formerly:Mayne Pharma(Deutschland Holding)GmbH)
Hospira Enterprises B.V.
Hospira Filial Af Hospira Nordic AB,Sverige(formerly Hospira Nordic AB—Branch Office(Denmark)and Branch of Mayne Pharma(Nordic)AB)
Hospira Finland Oy(formerly:Mayne Pharma Finland Oy)
Hospira Fleet Services,LLC
Hospira Foundation
Hospira France SAS(formerly:Mayne Pharma.France S.A.S.)
Hospira GmbH(Germany)
Hospira GmbH(Switzerland)
Hospira Healthcare B.V.
Hospira Healthcare B.V. Liaison Office(Turkey)
Hospira Healthcare B.V.-Representative Office(Dubai,U.A.E.)
Hospira Healthcare Corporation
Hospira Healthcare India Private Limited
Hospira Healthcare Products and Health Services LLC
Hospira Healthcare SPRL
Hospira Holding Ltd.
Hospira Holdings(S.A.)Pty Ltd(Australia)
Hospira Holdings de Costa Rica Ltd.(Bahamas)
I-lospira Bong Kong Limited
Hospira,Inc.-Liaison Office(India)
Hospira,Inc.Saudi Arabia Technical Scientific Office
Hospira Ireland Holdings
Hospira Ireland Limited(formerly:Mayne Pharma(Ireland)Limited)
Hospira Ireland Sales Limited
Hospira.ltalia S.r.l.(formerly Mayne Pharma S.R.L,(Italia))
Hospira Japan Co.Ltd.
Hospira Jazz Corporation,Inc,
Hospira Keystone,Inc.
Hospira Korea Co.,Ltd.(formerly Hospira Pharmaceuticals Korea Co,,Ltd)
Hospira Latin America Holding,'S.L.
Hospira Limitada
Hospira Limited-Liaison Office(Korea)
Hospira Limited(Hong Kong)
Hospira Limited(UK)
Hospira Ltd.
Hospira Ltd. Dominican Republic Branch
Hospira Malaysia Sdn Bhd(formerly:Mayne Pharma(Malaysia)Sdn Bhd)
Hospira Nordic AB(Sweden)(formerly:Mayne Pharma(Nordic)AB)
Hospira NZ Limited(formerly:Mayne Pharma(NZ)Limited)
Hospira NUF(Norway)(formerly:Branch of Mayne Pharma(Nordic)AB)
Hospira PAC,LLC
Hospira Peru SRL
Hospira Philippines,Inc.
Hospira Portugal LDA(formerly:Mayne Pharma(Portugal)LDA)
Hospira Productos Farmaceuticos y Hospitalarios,S.L.
Hospira Productos Hospitalares Limitada
Hospira Pte Ltd
Hospira Pte.Ltd.Taiwan Branch
Hospira Pty Limited
Hospira Puerto Rico,L.LC
Hospira,S.de R.L.de C.V.
Hospira S.p.A.
Hospira SAS
Hospira Scandinavia AB
Hospira Schweiz GmbH(formerly:Mayne Pharma GmbH(Schweiz)
Hospira Sedation,Inc.
Hospira Singapore Pte Ltd(formerly:Mayne Pharma(SEA)Pte Ltd)Singapore Branch
Hospira Slovakia,s.r.o.
Hospira UK Limited—Dubai Branch Office
Hospira UK Limited(formerly:Mayne Pharma Plc)
Hospira Worldwide,Inc.
Hospira Zagreb d.o.o
Indochina Healthcare Limited
Javelin Pharmaceuticals,Inc.
Javelin Pharmaceutical Germany GmblI
Mayne Pharma Inc,(Canada)
Mayne Pharma S.L.(Espana)
Mayne Pharma Limited(Hong Kong)
Mayne Pharma.Pty.Ltd(India)
Mayne Pharma Inc.(Philippines)
Mayne Pharma Inc.(PR)
Mayne Pharma Co.,Ltd(Taiwan)
Mayne Pharma Employee Share Acquisition Plan Pty
Mayne Pharma Euro Finance Co Limited'
Mayne Pharma International Pty Limited
Mayne Phanna IP Holdings Pty Ltd(Euro)
Mayne Pharma,Properties Pty Limited(SA)
Mayne Pharma Properties Pty Limited(Vic)
Mayne Pharma S.A.de C.V.(Mexico)
Mayne Pharma Services Pty Ltd
Mayne Phanna Sri(Italy)
Metrotec Pty Ltd
ovocell,Inc.
Onkoworks Geselischaft Far Herstellung and Vertrieb onkologiseher Spezialprtiparate GmbH
Oximctrix,Inc.
PHT Pharma Sri Italy
Providex Therapeutics Pty Ltd
SA Mayne Pharma Benelux(Belgium)
Shanghai Hospira Distribution Co.,,Ltd.(formerly Hospira China((WOFE))
Sorensen Research Co.,Inc.
ThcraDoc,Inc.
Wasserburger Arzneimittclwerk Gmbh
Zydus Hos ira Oncology Private Limited(formerlyZydus Mayne Oncology Private Limited)
This Coverage Summary serves solely to list insurance policies,limits and dates of coverage.Any modifications hereto are not authorized.
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