FSS-65-VII - Magnolia Medical Technologies, Inc. - 36F79718D0352

C03_SF1449_SOA Rev 12/7/2017

Addenda to SF 1449 Summary of Award VA FSS Contract 36F79718D03521

Contractor Name: Magnolia Medical Technologies Inc.

Schedule: 65 VII ‐ Invitro Diagnostic, Reagents, Test Kits and Sets

Solicitation Number: M5‐Q52A‐04‐R5

Performance Period: 02/01/2018 ‐ 01/31/2023

NAICS: 325413

FSC: 6550

1 The use of this Government contract to solicit Government business for non‐contract products is fraudulent and subject to prosection.

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Contract Documents VA FSS Contract 36F79718D0352 consists of the following documents:

FAR 52.212‐4 Contract Terms and Conditions – Commercial Items and Addenda

FAR 52.212‐5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders – Commercial Items

Program Participation Public Law 109‐364 Disaster Recovery Purchasing Program Yes No N/A

Public Law 111‐5 American Recovery and Reinvestment Act Yes No N/A

Public Health Emergencies under Section 319 of the Public Health Services Act, codified at 42 U.S.C. 247D Yes No N/A

AS5001 Med‐Surge Prime Vendor Program Yes No N/A

AS5000 Pharmaceutical Prime Vendor Program Yes No N/A

AS7002 Direct‐to‐Patient Distribution Program Yes No N/A

AS6002 Consignment Agreements Yes No N/A

Specialty Distribution [enter Distributor Details (e.g. ‐ POC, Phone #)] Yes No N/A

Proposal Information

Amendment(s) Yes, all Amendments have been received A00001, A00002, A00003, A00004

Proposal Magnolia Technologie Inc offer dated 9/26/2017

Final Proposal Revision Letter

January 11, 2018

Robert Gerberich

Vice President / Chief Commercial Officer

Subcontracting Plan Not Applicable ‐ Small Business

Awarded Pricing A copy of the awarded line items with prices (including IFF) is attached hereto and made a part hereof. (See attachment) dd en da to S F

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A. Pricing, Terms, and Conditions as agreed to are listed below:

Accepted SINs

SIN % Discount or Discount Range Maximum Order

555‐7 1%

$250,000.00 per item and

$1,000,000.00 per order

Basic Discount

(covered drug “Dual Pricing”) Not Applicable

SIN % Discount or Discount Range Maximum Order

Tracking Customer(s) All Commercial Customers

Tracking Ratio(s) 0.99 (Government price compared to Tracking Customer)

Quantity / Tier Discount(s)

0‐120 cases = 0%

120‐ 249.99 cases = 10%

250‐499.99 cases = 15%

500‐cases and above = 25%

Standard Delivery Time 5 ‐ 7 Days After Receipt of Order (ARO)

Expedited Delivery Time 1‐3 Business Days – Government Pays the additional cost between Standard Shipping and Expedited Shipping

FOB Point(s) FOB Destination to all 48 continious U.S. States, Washington D.C. and Point of Exportation to Alaska, Hawaii and Puerto Rico

Credit Card Acceptance MPT = Micropurchase Threshold

Yes; cc accepted below, equal to, and above MPT

With no maximum amount

Minimum Order 1 case (Quantity of case contains between 50/each and 100/each)

Payment Terms Net 30

Return Goods Policy See ATTACHMENT B

Warranty Policy See ATTACHMENT C

Installation Not Applicable

Rental / Lease Agreement Not Applicable

Training Not Applicable

Service Agreement Not Applicable dd en da to S F

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Annual Rebate Yes – See Section D for full rebate terms and conditions No

Annual Rebate None

Other

Commercial Price List Commercial Pricelist, dated September 1, 2017 (See ATTACHMENT D)

Number of Accepted Items 9 (See ATTACHMENT A)

B. Tracking Customer and the Price Reductions Clause (552.238-75) For the purposes of the Price Reductions clause (552.238‐75) and the Modifications clause (552.238‐81), the Government and Contractor agree that this contract shall be predicated on the awarded FSS discount off of commercial price list named and identified on pg. 3 and the following customer(s) or category(ies) of customer(s): “All Commercial Customers”. During the course of this contract, for any sales under the maximum order, the following price relationship shall be maintined: 0.99 compared toTrackingCustomer.

This is not applicable for deviation sales previously disclosed. If the identified tracking customer contract/agreement has been cancelled, terminated, expired, or the tracking customer has merged with another group, the assigned contract specialist shall be notified within 10 days after the event occurs, and if possible, before the event occurs. At such time, the contractor will negotiate in good faith with the assigned contract specialist in order to establish a successor tracking customer via the Request for Modification process.

C. Economic Price Adjustment 552.216‐70 Economic Price Adjustment Clause – FSS Multiple Award Schedule Contracts of the solicitation applies to all items awarded under this contract.

D. Annual Rebate An annual rebate has not been negotiated and awarded under this contract.

Return Goods Policy

Return Materials Authorization. Any rejection of a Product by CUSTOMER shall be based solely on the Product’s failure to comply with the warranty set forth in Section 6.1 (a) (the “Warranty”). Each Product shipment shall be deemed accepted by CUSTOMER if not rejected within 30 working days after the receipt thereof by CUSTOMER. No units of Products for which action may be required under the Warranty shall be returned to Magnolia’s manufacturing facility without a return material authorization (“Return Material Authorization”) number and an accompanying Magnolia supplied Return Materials Authorization form, which Magnolia shall provide upon CUSTOMER showing a reasonable basis for such return. CUSTOMER shall return such Products in accordance with Magnolia’s instructions. Any such Products returned, shall be sent FCA (IncoTerms 2000) at CUSTOMER’S facility. If returned Product is found not to conform to the Warranty, Magnolia shall be responsible for the cost of shipping such Product to Magnolia and back to CUSTOMER. If returned Product is found by Magnolia to comply with the Warranty, CUSTOMER shall be responsible for the cost of shipping such unit of Product to Magnolia and back to CUSTOMER. CUSTOMER will cooperate with Magnolia to determine whether a Product defect exists. Notwithstanding the foregoing, Magnolia’s reasonable and good faith determination shall control with regard to a Product’s compliance with the Warranty. In the event CUSTOMER returns Products for any reason other than non-compliance with the WARRANTY, the government will not be responsible for restocking fee. All credits for returned products will be returned at the full FSS price paid. If at the fault of the vendor: From the point of delivery, the responsibility for return shipping will be the manufacturers, not the government. 30 business day acceptance terms for returns of product that is either defective or damaged in transit.

Robert E. Gerberich Chief Commercial Officer Magnolia Medical Technologies

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November 15, 2017

Statement of Warranty

As requested, the government wants to ensure that the Magnolia Medical Technologies Inc’s standard agreement regarding warranty is better than or equal to the government policy provided.

Per the request, following is a comparative of policies documenting that the MMT policy is better than the government’s provided policy.

Product Statement of Warranty Government Statement of Warranty Warranty: The contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. In the event that the terms of the contractors standard commercial warranty conflict with the warranty terms contained in this clause, the terms of this clause will govern this contract, unless some other resolution is specified in the award document.

Magnolia Medical Technologies Inc’s Statement of Product Warranty Product Warranty: (a) Product Warranty Magnolia warrants that the Products shall substantially conform to the specifications during the minimum period required by applicable law in the jurisdiction where such products are sold. Magnolia agrees to correct and replace, at its own cost, any non-conforming products. Such Magnolia obligation to replace is Magnolia’s sole and exclusive obligation, in lieu of all others, and is CUSTOMER’s sole and exclusive remedy, for any such defect or non-conformance in any products. In any event requiring a warranty replacement of said non-conforming, Magnolia will either refund or replace such products within 30 days of notification of such warranty request, assuming product non-conformance can be validated.

This warranty is a Supplement to the FAR 52.212-4 (o) & (p) Clause.

Signature:

Printed Name and Title:

Date:

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