PURCHASING MEMORANDUM

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1 New York State Office Of General Services Procurement Services Group Corning Tower Building Empire State Plaza Albany, New York PURCHASING MEMORANDUM AWARD NUMBER: PGB DATE: May 16, 2011 PLEASE ADDRESS INQUIRIES TO: GROUP: MN Multistate (MMCAP) STATE AGENCIES & CONTRACTORS Influenza Vaccine ( ) Todd Kayser GlaxoSmithKline (Statewide) Purchasing Officer I (518) todd.kayser@ogs.state.ny.us CONTRACT PERIOD: May 19, February 28, 2012 OTHER AUTHORIZED USERS Customer Services (518) CONTRACTOR/ SmithKlineBeecham d/b/a customer.services@ogs.state.ny.us CONTRACT NO.: GlaxoSmithKline/PC63931 SUBJECT: RENEWAL OF AWARD / REVISED AWARD SEASONAL INFLUENZA VACCINE PRICING ALL STATE AGENCIES AND OTHERS AUTHORIZED TO USE STATE CONTRACTS: The contract award has been renewed through February 28, 2012 to include the seasonal influenza vaccines. The revised award can be viewed by utilizing the OGS website at Seasonal Influenza Vaccine prices through December 31, 2011 Description Total Price (Without Vaccine Season Fed Excise Tax) FLUARIX** Single Dose Prefilled Tip-Lok Syringes (Package of 10) NDC# $88.50* FLULAVAL*** 5-ml Multi Dose Vial (Package of 10) $69.40* NDC# * NOTE Prices do not include $0.75 Federal Excise Tax per dose. **Fluarix is approved by FDA for ages 36 months and older and is Thimerasol free. ***Flulaval is approved by FDA for ages 18 years and older. Unused doses can be returned for credit of the Federal Excise tax only, with the proper return authorization from GSK. All other terms and conditions remain the same. Please contact the Purchasing Officer listed above if you have any questions p03.doc/T11twk

2 New York State Office Of General Services Procurement Services Group Corning Tower Building Empire State Plaza Albany, New York PURCHASING MEMORANDUM CONTRACT AWARD NOTIFICATION UPDATE AWARD NUMBER: PGB DATE: November 5, 2010 PLEASE ADDRESS INQUIRIES TO: GROUP: MN Multistate (MMCAP) STATE AGENCIES & CONTRACTORS Influenza Vaccine ( ) Todd Kayser GlaxoSmithKline (Statewide) Purchasing Officer I (518) todd kayser@ogs.state.ny.us CONTRACT PERIOD: May 19, February 28, 2011 OTHER AUTHORIZED USERS Customer Services (518) CONTRACTOR/ SmithKlineBeecham d/b/a customer.services@ogs.state ny.us CONTRACT NO.: GlaxoSmithKline/PC63931 SUBJECT: Instructions for recovering Federal Excise tax on unused influenza vaccine ALL STATE AGENCIES AND OTHERS AUTHORIZED TO USE STATE CONTRACTS: Unused Influenza vaccine s can be returned for a full credit of the Federal Excise Tax (FET) only. No credit will be given for the vaccine only the FET will be credited. For multi-dose vials containing 10-doses, the refund amount would be $7.50 per vial. For packages of 10 single-dose syringes, the refund amount would be $7.50 per package. For packages of 5 single-dose syringes, the refund amount would be $3.75 per package. Please refer to the directions on the following two pages for details on returning unused vaccines for Federal Excise tax credit p02.doc/T11twk

3 10200 MN Multistate (MMCAP) Influenza Vaccine ( ) GlaxoSmithKline (Statewide) Purchasing Memorandum Page 2 RETURN GOODS POLICY DIRECT CUSTOMERS This shall serve as notification of GlaxoSmithKline s revised policy for the return of outdated and damaged goods ordered directly from GSK. Products Eligible for Return The following products are eligible for return: 1. Only expired products if returned within one (1) year past expiration date, with the exception of reconstituted vials of parenteral products, which may not be returned regardless of labeled expiration date. 2. Returns resulting from GSK shipping errors or damage prior to delivery to Purchaser. All other products returned to GSK will be destroyed, and no credit will be issued with the exception of the Federal Excise Tax that the Purchaser paid for the product. Purchasers must comply with all GSK instructions regarding the storage, handling and return of any product that it intends to return. Eligible returns of GlaxoSmithKline products must be shipped to: GSK Pharmaceuticals Trade c/o Stericycle Inc Executive Drive Suite A Indianapolis, IN NOTE: If Purchaser intends to return product because it has been shipped in error or damaged prior to delivery to Purchaser, Purchaser must notify GSK within fourteen (14) days from the date of receipt. All products must be in original containers and must not have been modified in any manner. All returns (other than returns of expired product) must be accompanied by a completed return goods authorization form, including authorization number. This number can be obtained from GlaxoSmithKline Customer Relations at or GlaxoSmithKline Vaccine Service Center at NOTE: RETURN AUTHORIZATIONS ARE ISSUED UPON UNCONFIRMED REPRESENTATIONS MADE TO GSK AND ARE NOT INTENDED TO BE A GUARANTEE THAT A CREDIT WILL BE ISSUED OR A BASIS FOR RELYING UPON THE ISSUANCE OF A CREDIT. REIMBURSEMENT FOR RETURN GOODS IS SUBJECT TO VERIFICATION BY GSK OR ITS AGENT THAT THE RETURNED PRODUCT FALLS WITHIN GSK S GUIDELINE FOR RETURN GOODS REIMBURSEMENT. Products Not Eligible for Return 1. No credit will be issued for items that have been involved in a sacrifice, fire, or Bankruptcy sale; or items that have been damaged by fire, water, or smoke. 2. No credit will be issued for merchandise sold expressly on a non-returnable basis. 3. No credit will be issued for merchandise that has been re-packaged or modified in any manner. 4. No credit will be issued for merchandise obtained illegally or via diverted means. 5. No credit will be issued when proof-of-purchase cannot be verified. 6. Fluarix and Flulaval are not eligible for returns. Credit will be issued only on products purchased from or distributed through one of GlaxoSmithKline s authorized domestic wholesale distributors or GlaxoSmithKline s distribution centers p02.doc/T11twk

4 10200 MN Multistate (MMCAP) Influenza Vaccine ( ) GlaxoSmithKline (Statewide) Purchasing Memorandum Page 3 Basis of Credit All eligible products returned in unopened or partial containers, in accordance with and subject to the other terms and conditions set forth herein, are subject to valuation by GlaxoSmithKline in its sole discretion. Reimbursements will be issued based on purchase price of the merchandise returned, unless otherwise required by applicable law. GlaxoSmithKline will accept returns of product ordered directly from GSK according to this GlaxoSmithKline Return Goods Policy and issue a credit memorandum for eligible returned goods. Any right of set-off for return goods may only be exercised following receipt of a properly issued credit memorandum. Returned quantities will be audited by GlaxoSmithKline s returned goods processor and final credit will be based on returned goods processors count. All returns for overstock merchandise will be handled on an exception basis only. All such returns must be authorized by the seller and product must be saleable in the original, unopened package. Transportation Payment of transportation for returns of expired products must be prepaid by Purchaser. It is suggested that the account returning products insure all shipments. GlaxoSmithKline cannot be responsible for shipments lost in transit. Special Instructions Products received by GlaxoSmithKline not meeting the above guidelines will not be returned to Purchaser and no credit will be issued. GlaxoSmithKline has the right to destroy any return goods in its custody. This statement of policy shall supersede and/or serve as notice of termination of any previous agreement or policy, whether written, oral, or established through course of dealing between you and GlaxoSmithKline with respect to the subject matter hereof. GlaxoSmithKline s return goods policy is subject to change at any time and without prior notice to other parties. **Applicable GSK contract terms may override this policy** All other terms and conditions remain the same. Please contact the Purchasing Officer listed above if you have any questions p02.doc/T11twk

5 New York State Office Of General Services Procurement Services Group Corning Tower Building Empire State Plaza Albany, New York PURCHASING MEMORANDUM AWARD NUMBER: PGB DATE: March 6, 2010 PLEASE ADDRESS INQUIRIES TO: GROUP: MN Multistate (MMCAP) STATE AGENCIES & CONTRACTORS Influenza Vaccine ( ) James R. Essman GlaxoSmithKline (Statewide) Purchasing Officer I (518) james.essman@ogs.state.ny.us CONTRACT PERIOD: May 19, February 28, 2011 OTHER AUTHORIZED USERS Customer Services (518) CONTRACTOR/ SmithKlineBeecham d/b/a customer.services@ogs.state ny.us CONTRACT NO.: GlaxoSmithKline/PC63931 SUBJECT: RENEWAL OF AWARD / REVISED AWARD / & SEASONAL INFLUENZA VACCINE PRICING ALL STATE AGENCIES AND OTHERS AUTHORIZED TO USE STATE CONTRACTS: The contract award has been renewed through February 28, 2011 to include the & seasonal influenza vaccines. The revised award can be viewed by utilizing the OGS website at Seasonal Influenza Vaccines Description Vaccine Season Total Price (Without Fed Excise Tax) FLUARIX Single Dose Prefilled Tip-Lok Syringes (Package of 5) NDC# $40.75* FLUARIX Single Dose Vial (Package of 10) NDC# $81.50* * NOTE Prices do not include $0.75 Federal Excise Tax per dose Seasonal Influenza Vaccine Description Vaccine Season Total Price (Without Fed Excise Tax) Please contact the Purchasing Officer listed above if you have any questions p01.doc/T11jre Minimum Order Requirement FLUARIX 0.5 ML Tip-Lok No Needle Syringes (>_ 3 years of age)** NDC# $42.95* 50 Doses = 10 Boxes of 5 * NOTE - Prices do not include $0.75 Federal Excise Tax per dose or any applicable state taxes. ** NOTE This product is pending FDA approval of change in presentation to latex-free. All other terms and conditions remain the same.

6 State of New York Executive Department Office Of General Services Procurement Services Group Corning Tower Building - 38th Floor Empire State Plaza Albany, New York CONTRACT AWARD NOTIFICATION Title : Group MN MULTISTATE (MMCAP) INFLUENZA VACCINE Classification Code: 51 Award Number : PGB (Replaces Award 20981) Contract Period : May 19, 2008 thru February 28, 2009 Bid Opening Date : March 14, 2008 Date of Issue : May 20, 2008 Specification Reference : Contractor Information : As Incorporated In The Piggyback Agreement Appears on Page 2 of this Award Name : Title : Phone : Fax : State Agencies & Vendors Jason D. Wilkie Purchasing Officer I jason.wilkie@ogs.state.ny.us Address Inquiries To: Political Subdivisions & Others Phone : Fax : Customer Services customer.services@ogs.state.ny.us The Procurement Services Group values your input. Complete and return "Contract Performance Report" at end of document. Description Influenza Vaccine (Fluarix) for the flu season. PR #21361

7 GROUP MN MULTISTATE (MMCAP) INFLUENZA VACCINE AWARD PAGE 2 CONTRACT # CONTRACTOR & ADDRESS TELEPHONE # FED.IDENT.# PC63931 SMITHKLINEBEECHAM 800/ d/b/a GlaxoSmithKline 215/ Vine Street Babatunde Adedeji Philadelphia, PA Fax: 215/ babatunde.a.adedeji@gsk.com Website: Electronic Access Ordering (EDI) is available. Contact contractor for details. Cash Discount, If Shown, Should be Given Special Attention. INVOICES MUST BE SENT DIRECTLY TO THE ORDERING AGENCY FOR PAYMENT. (See "Contract Payments" and "Electronic Payments" in this document.) AGENCIES SHOULD NOTIFY THE PROCUREMENT SERVICES GROUP PROMPTLY IF THE CONTRACTOR FAILS TO MEET DELIVERY OR OTHER TERMS OF THIS CONTRACT. PRODUCTS OR SERVICES WHICH DO NOT COMPLY WITH THE SPECIFICATIONS OR ARE OTHERWISE UNSATISFACTORY TO THE AGENCY SHOULD ALSO BE REPORTED TO THE PROCUREMENT SERVICES GROUP. SMALL, MINORITY AND WOMEN-OWNED BUSINESSES: The letters SB listed under the Contract Number indicate the contractor is a NYS small business. Additionally, the letters MBE and WBE indicate the contractor is a Minority-owned Business Enterprise and/or Woman-owned Business Enterprise. RECYCLED, REMANUFACTURED AND ENERGY EFFICIENT PRODUCTS: The Procurement Services Group supports and encourages the purchase of recycled, remanufactured, energy efficient and "energy star" products. If one of the following codes appears as a suffix in the Award Number or is noted under the individual Contract Number(s) in this Contract Award Notification, please look at the individual awarded items for more information on products meeting the suffix description. RS,RP,RA Recycled RM Remanufactured SW Solid Waste Impact EE Energy Efficient E* EPA Energy Star ES Environmentally Sensitive NOTE TO AUTHORIZED USERS: When placing purchase orders under the contract(s), the authorized user should be familiar with and follow the terms and conditions governing its use which usually appears at the end of this document. The authorized user is accountable and responsible for compliance with the requirements of public procurement processes. The authorized user must periodically sample the results of its procurements to determine its compliance. In sampling its procurements, an authorized user should test for reasonableness of results to ensure that such results can withstand public scrutiny. The authorized user, when purchasing from OGS contracts, should hold the contractor accountable for contract compliance and meeting the contract terms, conditions, specifications, and other requirements. Also, in recognition of market fluctuations over time, authorized users are encouraged to seek improved pricing whenever possible.

8 GROUP MN MULTISTATE (MMCAP) INFLUENZA VACCINE AWARD PAGE 3 NOTE TO AUTHORIZED USERS: (Cont'd) Authorized users have the responsibility to document purchases, particularly when using OGS multiple award contracts for the same or similar product(s)/service(s), which should include: a statement of need and associated requirements, a summary of the contract alternatives considered for the purchase, the reason(s) supporting the resulting purchase (e.g., show the basis for the selection among multiple contracts at the time of purchase was the most practical and economical alternative and was in the best interests of the State). PRICE AND DISCOUNTS Price includes all customs duties and charges and is net, F.O.B. destination any point in New York State as designated by the ordering agency. Any prompt payment terms (cash discounts) or quantity (volume) discounts which are included in the Master Contract will also be included in the New York State Contract. CONTRACTED VACCINE Products: Fluarix Pricing: NDC # Package Size Strength Contract Price Single dose Prefilled Tip-Lok Syringes $56.25* *Note that price above does not include $0.74 Federal Excise Tax per dose. GSK is offering MMCAP members a minimum of 300,000 doses Fluarix. However, the parties understand that in the event that a market shortage would require that a government agency assume control of product allocation, or in the event that doses of Fluarix must be available for sale to government agencies under the Federal Supply Schedule, the product amounts and delivery schedules may be changed to meet regulatory requirements. Therefore, the parties understand and agree that this contract does not extend any agreement or guarantee, express or implied, as to the supply or distribution of any specified minimum quantity of Fluarix doses. The minimum purchase quantity for Eligible Member purchases under this Agreement is on full case lot of 120 doses per destination per order. Purchases over the minimum purchase quantity must be in increments of 5 doses, and in the event there is a shortage of any Vaccines, GSK in its sole discretion shall have the right to prorate such product among its customers. GSK at its discretion can accept or refuse any order (regardless of whether such order was pre-ordered or otherwise). PRE-BOOKING GSK will begin accepting pre-book Flu orders from Eligible Members following execution of this Agreement, on a mutually agreed upon date no earlier than January 7, Fluarix orders may only be made while supplies last. GSK may continue to accept pre-book orders beyond its original pre-book order period at its sole discretion. GSK reserves the right to determine a "stop date" for accepting pre-book orders, at any time. MMCAP eligible members shall transmit orders directly to GSK by ordering online at only. Members are expected to go to the GSK website and register in order to purchase Fluarix for the 2008/2009 flu season beginning after the award of this contract. Additional information regarding your order, such as availability and shipping, will also be available via GSK's website. For any other information, contact the GSK Flu Service Center at Option 2. All orders are subject to acceptance and approval by GSK at its central Distribution Office in Philadelphia, PA. In the event there is a shortage of any Vaccines, GSK shall have the right to prorate such product among its customers in such a manner as GSK, in its sole discretion, deems to be in the public interest.

9 GROUP MN MULTISTATE (MMCAP) INFLUENZA VACCINE AWARD PAGE 4 PRE-BOOKING (Cont'd) GSK shall ship the Vaccines to eligible customers at the addresses specified at the time of the order confirmation. Title to and loss of risk for Vaccines shipped to MMCAP Eligible Members will pass when delivered by GSK to the common carrier at a GSK distribution center. GSK shall prepay all carrier charges and insurance against CUSTOMER's risk of loss or damage to the Influenza vaccine product during carriage on orders when routing is done at GSK's discretion. If CUSTOMER requests special routing GSK may approve or disapprove such special routing. If GSK approves the special routing and such routing results in higher transportation costs that would have been incurred as a result of GSK's routing of choice, then the difference in transportation cost shall be borne by CUSTOMER. GSK will not be responsible for losses that occur during transit on CUSTOMER-selected carriers. Fluarix is non-returnable except for influenza vaccines doses that were (i) damaged or lost prior to delivery to MMCAP Eligible Members of (ii) incorrectly shipped to Eligible Members or (iii) non-saleable due to manufacturer's defect. All Fluarix purchases are final. All non-returnable Fluarix doses that are returned to Stericycle, GSK's 3rd party processor, will be destroyed and no credit will be issued with the exception of the Federal Excise Tax. All returns over $25,000 require prior approval by the GSK Trade Account Manager, the Customer Relations Representative at , or GSK Headquarters in Philadelphia, PA. Once a pre-book order is made, changes to pre-book order or cancellation can only be made on the website. ORDER CONFIRMATION Eligible Members may modify or cancel any pre-booked order(s) any time prior to shipment. Thereafter, Eligible Members may not cancel or reduce the quantity of any order(s) placed. All orders are subject to acceptance and approval by GSK at its central Distribution Office in Philadelphia, PA. GSK will send a confirming to each Eligible Member once their orders have been processed and their respective doses are available. Upon receipt of this , each Eligible Member must confirm its Fluarix pre-booked orders at or by contacting the Fluarix Service Center at 866/ DELIVERY GSK anticipates Fluarix shipments to begin in mid August MMCAP's Participating Members will receive a full or partial shipment by September 30, 2008, with the balance to be completed by October 30, STORAGE AND HANDLING REQUIREMENT MMCAP Participating Facilities shall: 1. With respect to Fluarix vaccine product, take such precautions as are necessary to prevent the Vaccines from falling into the hands of those who may not lawfully possess or handle them and shall fully comply with local, state and federal laws applicable to the storage and shipment of Vaccines. 2. Immediately report to GSK any in-transit loss or shortages of Fluarix doses. 3. Maintain all federal, state and local licenses or registration necessary for the lawful handling and use of all Vaccines and shall immediately notify GSK of any denial, revocation or suspension of any such licensure or registration or any changes in the Vaccines which you are authorized to handle and use. 4. Company and/or its Participating Members shall report any administrative, civil or criminal action by local, state or federal authorities against Company and/or its Participating Members, their officers or employees, regarding alleged violations of the Controlled Substances Act of 1970, as amended, or other comparable legislation, and provide GSK with complete information concerning the disposition of such action. 5. MMCAP Participating Facilities shall handle and store Vaccines in a clean and orderly location and in a manner that will assure that the proper rotation and quality of such Vaccines are maintained. 6. MMCAP Participating Facilities shall comply with GSK, criteria on storing and shipping Vaccines that require special handling and shall otherwise comply with the Guidelines, set forth in Attachment A and incorporated herein. 7. MMCAP Participating Facilities shall allow physical inspection of storage facility at any time GSK requests.

10 GROUP MN MULTISTATE (MMCAP) INFLUENZA VACCINE AWARD PAGE 5 (GSK) DETAILED SHIPPING GUIDELINES "Same Day" Shipping Instructions (within 4 to 6 Hours) Temperature Monitors are not needed GSK vaccines must be shipped under temperature-controlled conditions and delivered within four (4) hours to six (6) hours after removal from the refrigerator. "Same Day" Shipping Precautions 1. If exposure to extreme temperatures [below 36 F (2 C) or above 77 F (25 C)] is expected, the vaccines should also be placed in a temperature-controlled container or other insulated container. Refrigerated cold packs (36 F - 46 F) can be used during warm weather months, but must be isolated from the vaccines with a divider, e.g., foam sheet. CAUTION: At no time should frozen cold packs be added to the shipping containers as they could cause the vaccine to freeze. If frozen, the vaccines must be discarded. 2. Should delivery exceed six hours, "Next Day" Shipping Instructions must be followed. 3. At no time should the container be left unsecured in the delivery vehicle. "Next Day" Shipping Instructions (within 24 Hours) Temperature Monitors are required For next day delivery, GSK vaccines must be shipped with the following four components: 1. Styrofoam Containers - Molded, steamexpanded, polystyrene box: density 1.3 to 1.5 lbs. per cubic foot: 1.5 in. thickness on the wall of the container. Refrigerated cold packs (36 F 0 46 F) can be used during warm weather months, but must be isolated from the vaccines with a divider, e.g., foam sheet. CAUTION: At no time should frozen cold packs be added to the shipping containers as they could cause the vaccine to freeze. If frozen, the vaccines must be discarded. 2. "Do Not Freeze" Label - Two-color, bright 4" x 4" stickers that read: Open Immediately Do Not Freeze Refrigerate Upon Receipt (36 F - 46 F) 3. GSK TagAlert Temperature Monitor - Must be activated by pressing the "start" button immediately prior to closing the container. Once activated, it monitors exposure to extreme temperatures. Monitors must be purchased directly from GSK. 4. Instruction Card - Instructions on how to read the GSK TagAlert Temperature Monitor. Active the monitor by pressing the "start" button, attach it to this card and place it inside the Styrofoam container directly on top of the vaccines.

11 GROUP MN MULTISTATE (MMCAP) INFLUENZA VACCINE AWARD PAGE 6 GSK VACCINE SHIPMENT HANDLING INSTRUCTIONS UPON ARRIVAL Open each Styrofoam container immediately upon receipt. Check the GSK TagAlert Temperature Monitor. - If display window indicates "OK," store the vaccines in the refrigerator immediately between 36 F - 46 F. - If display window indicates anything other than "OK," do not use the vaccines and contact the GSK Vaccine Service Center at: GSK-VACC ( ). Discard any gel packs used in the shipment as well as the GSK TagAlert. At no time should the gel packs or the GSK TagAlert be placed in the refrigerator. GSK VACCINE HANDLING AND ADMINISTRATION INSTRUCTIONS Store vaccine refrigerated between 36 and 46 F. Do not freeze. Discard if the vaccine has been frozen. Store vaccine in original package to protect from light. Each vaccine storage refrigerator must be dedicated solely to the storage of vaccines (no food or beverages should be stored inside) and it must have its own a certified calibrated thermometer inside. Vaccines should never be stored in vegetable bins. Limit the number of times the vaccine storage refrigerators' doors are opened and avoid letting the doors stand open unnecessarily. For Prefilled Syringes: Needles should not be affixed to vaccine syringes until immediately prior to administration. For Multidose Vials: Do not fill syringes until immediately prior to administration. The prefilled syringe or multidose vial should be shaken well before administration. Inspect visually for particulate matter and/or discoloration prior to administration. If either of these conditions exist, the vaccine should not be administered. The expiration date should be checked. Expired vaccine should never be used. Do not inject intravenously. The TagAlert Temperature Monitor was designed and developed and is manufactured by Sensitech Inc., Beverly, MA TagAlert is a registered trademark of Sensitech Inc. If GSK does not receive payment within thirty (30) days from the date of invoices, GSK may elect to withhold shipment of and undelivered Vaccines. Any late payments shall accrue interest at the maximum rate allowed by law. For further information on EFT, contact GSK Customer Financial Services at FINANCIAL AND CREDIT POSITION Eligible Member shall maintain an adequate financial condition satisfactory to GSK and substantiate such a condition with audited financial statements or as otherwise requested by GSK. If, in GSK's judgment, at any time before shipment, an MMCAP Participating Facility's financial condition becomes impaired or unsatisfactory to GSK, GSK may delay, deny and/or require cash payment or appropriate security before shipment to such MMCAP Participating Facility. CLAIMS Eligible Member(s) shall report all claims within fourteen (14) days of the receiving date. Proper documentation must accompany the claim. Deduction on shortages or shipping errors will not be allowed. GSK will issue credit to the Eligible Member(s). PAYMENTS OF ORDERS MMCAP Participating Facilities shall pay for all regular orders, with payment to be received by GSK no later than thirty (30) days for cash payments or EFT payments from the date of the invoice. Unauthorized deductions are not permitted and are in violation of this offer and may result in delayed shipments. MMCAP Participating Facilities shall pay for purchases of Vaccines by check made payable to GSK or by electronic fund transfer (EFT). Payment must be sent to the following address: GlaxoSmithKline Financial, Inc. PO Box Atlanta, GA

12 GROUP MN MULTISTATE (MMCAP) INFLUENZA VACCINE AWARD PAGE 7 REQUEST FOR CHANGE: Any request by the agency or contractor regarding changes in any part of the contract must be made in writing to the Office of General Services, Procurement Services Group, prior to effectuation. CONTRACT PAYMENTS: Payments cannot be processed by State facilities until the contract products have been delivered in satisfactory condition or services have been satisfactorily performed. Payment will be based on any invoice used in the supplier's normal course of business. However, such invoice must contain sufficient data including but not limited to contract number, description of product or service, quantity, unit and price per unit as well as federal identification number. State facilities are required to forward properly completed vouchers to the Office of the State Comptroller for audit and payment. All facilities are urged to process every completed voucher expeditiously giving particular attention to those involving cash discounts for prompt payment. If the contract terms indicate political subdivisions and others authorized by law are allowed to participate, those entities are required to make payments directly to the contractor. Prior to processing such payment, the contractor may be required to complete the ordering non-state agency's own voucher form. See "Contract Billings" in Appendix B, OGS General Specifications. ELECTRONIC PAYMENTS: The Office of the State Comptroller (OSC) offers an "electronic payment" option in lieu of issuing checks. To obtain an electronic payment authorization form visit the OSC website at ny.us or contact them by at epunit@osc.state.ny.us or by phone at NOTE TO CONTRACTOR: This Contract Award Notification is not an order. Do not take any action under this contract except on the basis of purchase order(s) from the agency or agencies. OVERLAPPING CONTRACT ITEMS: Products/services available in this contract may also be available from other New York State contracts. Agencies should select the most cost effective procurement alternative that meets their program requirements and maintain a procurement record documenting the basis for the selection. PSG's DISPUTE RESOLUTION POLICY: It is the policy of the Office of General Services Procurement Services Group (PSG) to provide vendors with an opportunity to administratively resolve disputes, complaints or inquiries related to PSG bid solicitations or contract awards. PSG encourages vendors to seek resolution of disputes through consultation with PSG staff. All such matters will be accorded impartial and timely consideration. Interested parties may also file formal written disputes. A copy of PSG s Dispute Resolution Procedures for Vendors may be obtained by contacting the person shown on the front of this document or through the OGS website ( ny.us). BACKGROUND AND INTENT: In accordance with Article XI Section 163 of the New York State Finance Law, the Commissioner of General Services (hereinafter "OGS", "State" or "Purchaser"), may authorize purchases required by New York State agencies or other authorized purchasers by approving the use of a contract let by any department, agency or instrumentality of the United States government and/or any department, agency, office, political subdivision or instrumentality of any state or states. The OGS Procurement Services Group, on behalf of the Commissioner, finds it necessary and desirable to enter into a contract based on this Piggyback Agreement (hereinafter "New York State Contract") with GlaxoSmithKline (hereinafter "Vendor" or "Contractor") for the purchase of specified products under the terms and conditions established pursuant to MMCAP Contract No. MMS28002 for Influenza Vaccine (hereinafter "Master Contract") by State agencies and other authorized purchasers. By completing and signing this document, Vendor is willing and able to enter into a contract and authorizes OGS to process the contract and provide notification to all authorized purchasers.

13 GROUP MN MULTISTATE (MMCAP) INFLUENZA VACCINE AWARD PAGE 8 APPENDIX A Appendix A, Standard Clauses For New York State Contracts, dated June 2006, attached hereto, is hereby expressly made a part of this Agreement as fully as if set forth at length herein. APPENDIX B Appendix B, Office of General Services General Specifications, dated July 2006, incorporated by reference herein, is hereby expressly made a part of this Agreement as fully as if set forth at length herein and shall govern any situations not covered by this Agreement or Appendix A. APPENDIX B NOTES: The following Appendix B paragraphs are hereby deleted for the purpose of this solicitation. 4, Conflict of Terms 13, Extraneous Terms 28, Samples 41, Scope Changes 58, Performance/Bid Bond APPLICABLE LAW This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Any claims or actions brought by Contractor against the State for monetary damages shall be brought in the New York State Court of Claims. See "Governing Law" in Appendix A, Standard Clauses for New York State Contracts. CONFLICT OF TERMS AND CONDITIONS Conflicts between documents shall be resolved in the following order of precedence: a. Appendix A b. Master Contract (see "Background and Intent") c. This Piggyback Agreement d. Appendix B e. Bidder s Bid (Response to Piggyback Agreement) PROCUREMENT LOBBYING TERMINATION: OGS reserves the right to terminate this contract in the event it is found that the certification filed by the Offerer/bidder in accordance with New York State Finance Law 139-k was intentionally false or intentionally incomplete. Upon such finding, OGS may exercise its termination right by providing written notification to the Offerer/bidder in accordance with the written notification terms of this contract. SUMMARY OF POLICY AND PROHIBITIONS ON PROCUREMENT LOBBYING: Pursuant to State Finance Law 139-j and 139-k, this solicitation includes and imposes certain restrictions on communications between OGS and an Offerer/bidder during the procurement process. An Offerer/bidder is restricted from making contacts from the earliest notice of intent to solicit offers/bids through final award and approval of the Procurement Contract by OGS and, if applicable, the Office of the State Comptroller ( restricted period ) to other than designated staff unless it is a contact that is included among certain statutory exceptions set forth in State Finance Law 139-j (3) (a). Designated staff, as of the date hereof, is identified on the first page of this solicitation. OGS employees are also required to obtain certain information when contacted during the restricted period and make a determination of the responsibility of the Offerer/bidder pursuant to these two statutes. Certain findings of non-responsibility can result in rejection for contract award and in the event of two findings within a four-year period, the Offerer/bidder is debarred from obtaining governmental Procurement Contracts. Further information about these requirements can be found on the OGS website: ny.us/aboutogs/regulations/defaultadvisorycouncil.html PAYMENTS OF INTEREST: See "Interest on Late Payments" in Appendix B, OGS General Specifications. The Federal Prompt Payment Law (or any other law governing payment terms incorporated in the Master Contract) does not apply to the New York State Contract regardless of customer.

14 GROUP MN MULTISTATE (MMCAP) INFLUENZA VACCINE AWARD PAGE 9 MERCURY-ADDED CONSUMER PRODUCTS: Offerers are advised that effective January 1, 2005, Article 27, Title 21 of the Environmental Conservation Law bans the sale or distribution free of charge of fever thermometers containing mercury except by prescription written by a physician and bans the sale or distribution free of charge of elemental mercury other than for medical pre-encapsulated dental amalgam, research, or manufacturing purposes due to the hazardous waste concerns of mercury. The law further states that effective July 12, 2005, manufacturers are required to label mercury-added consumer products that are sold or offered for sale in New York State by a distributor or retailer. The label is intended to inform consumers of the presence of mercury in such products and of the proper disposal or recycling of mercury-added consumer products. Offerers are encouraged to contact the Department of Environmental Conservation, Bureau of Solid Waste, Reduction & Recycling at (518) or the Bureau of Hazardous Waste Regulation at for questions relating to the law. Offerers may also visit the Department's web site for additional information: ny.us/website/dshm/redrecy/c145home html. CONTRACTOR REQUIREMENTS AND PROCEDURES FOR EQUAL EMPLOYMENT AND BUSINESS PARTICIPATION OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND NEW YORK STATE CERTIFIED MINORITY/WOMEN-OWNED BUSINESSES In accordance with Article 15-A of the New York State Executive Law (Participation by Minority Group Members and Women with Respect to State Contracts) and in conformance with the Regulations promulgated by the Minority and Women s Business Development Division of the New York State Department of Economic Development set forth at 5 NYCRR Parts , the Offerer/Contractor agrees to be bound by the following to promote equality of economic opportunities for minority group members and women, and the facilitation of minority and women-owned business enterprise participation on all covered OGS contracts. a. Equal Employment Opportunity Requirements By submission of a bid or proposal in response to this solicitation, the Offerer agrees with all of the terms and conditions of Appendix A including Clause 12 - Equal Employment Opportunities for Minorities and Women. The contractor is required to ensure that the provisions of Appendix A clause 12 Equal Employment Opportunities for minorities and women, are included in every subcontract in such a manner that the requirements of these provisions will be binding upon each subcontractor as to work in connection with the State contract. b. Participation Opportunities for New York State Certified Minorities and Women-Owned Businesses Authorized Users are encouraged to make every good faith effort to promote and assist the participation of New York State Certified Minority and Women-owned Business Enterprises (M/WBE) as subcontractors and suppliers on this contract for the provision of services and materials. To locate New York State Certified M/WBEs, the directory of Certified Businesses can be viewed at: SHORT TERM EXTENSION: In the event the replacement contract has not been issued, any contract let and awarded hereunder by the State, may be extended unilaterally by the State for an additional period of up to one month upon notice to the contractor with the same terms and conditions as the original contract including, but not limited to, quantities (prorated for such one month extension), prices, and delivery requirements. With the concurrence of the contractor, the extension may be for a period of up to three months in lieu of one month. However, this extension terminates should the replacement contract be issued in the interim. CANCELLATION FOR CONVENIENCE: The State of New York retains the right to cancel this contract, in whole or in part without reason provided that the Contractor is given at least sixty (60) days notice of its intent to cancel. This provision should not be understood as waiving the State's right to terminate the contract for cause or stop work immediately for unsatisfactory work, but is supplementary to that provision. Any such cancellation shall have no effect on existing Agency agreements, which are subject to the same 60 day discretionary cancellation or cancellation for cause by the respective user Agencies.

15 GROUP MN MULTISTATE (MMCAP) INFLUENZA VACCINE AWARD PAGE 10 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS: New York State political subdivisions and others authorized by New York State law may participate in this contract. These include, but are not limited to local governments, public authorities, public school and fire districts, public and nonprofit libraries, and certain other nonpublic/nonprofit organizations. See "Participation in Centralized Contracts" in Appendix B, OGS General Specifications. For purchase orders issued by the Port Authority of New York and New Jersey (or any other authorized entity that may have delivery locations adjacent to New York State), the terms of the "Price" clause shall be modified to include delivery to locations adjacent to New York State. Upon request, all eligible non-state agencies must furnish contractors with the proper tax exemption certificates and documentation certifying eligibility to use State contracts. A list of categories of eligible entities is available on the OGS web site ( Questions regarding an organization's eligibility to purchase from New York State contracts may also be directed to OGS Procurement Services Group's Customer Services at EMERGENCY PURCHASING: In the event that a disaster emergency is declared by Executive Order under Section 28 of Article 2-B of the Executive Law, or that the Commissioner determines pursuant to his/her authority under Section 163(10)(b) of the State Finance Law that an emergency exists requiring the prompt and immediate delivery of commodities or services, the Commissioner reserves the right to obtain such commodities or services from any source, including but not limited to this contract, as the Commissioner in his/her sole discretion determines will meet the needs of such emergency. Contractor shall not be entitled to any claim or lost profits for commodities or services procured from other sources pursuant to this paragraph. DIESEL EMISSION REDUCTION ACT OF 2006 (NEW REQUIREMENT OF LAW): On February 12, 2007 the Diesel Emissions Reduction Act took effect as law (the Law ). Pursuant to new of the N.Y. Environmental Conservation Law ( NYECL ) it is now a requirement that heavy duty diesel vehicles in excess of 8,500 pounds use the best available retrofit technology ( BART ) and ultra low sulfur diesel fuel ( ULSD ). The requirement of the Law applies to all vehicles owned, operated by or on behalf of, or leased by State agencies and State or regional public authorities. They need to be operated exclusively on ULSD by February 12, It also requires that such vehicles owned, operated by or on behalf of, or leased by State agencies and State or regional public authorities with more than half of its governing body appointed by the Governor utilize BART. As a contract vendor the Law may be applicable to vehicles used by contract vendors on behalf of State agencies and public authorities. Thirty-three percent (33%) of affected vehicles must have BART by December 31, 2008, sixty-six percent (66%) by December 31, 2009 and one-hundred percent (100%) by December 31, The Law provides a list of exempted vehicles. Regulations currently being drafted will provide further guidance as to the effects of the Law on contract vendors using heavy duty diesel vehicles on behalf of the State. The Law also permits waivers of ULSD and BART under limited circumstances at the discretion of the Commissioner of Environmental Conservation. The Law will also require reporting from State agencies and from contract vendors in affected contracts. Therefore, the bidder hereby certifies and warrants that all heavy duty vehicles, as defined in NYECL , to be used under this contract, will comply with the specifications and provisions of NYECL , and any regulations promulgated pursuant thereto, which requires the use of BART and ULSD, unless specifically waived by NYSDEC. Qualification and application for a waiver under this Law will be the responsibility of the bidder.

16 GROUP MN MULTISTATE (MMCAP) INFLUENZA VACCINE AWARD PAGE 11 "OGS OR LESS" GUIDELINES APPLY TO THIS CONTRACT Purchases of the products included in the Piggyback Agreement and related Contract Award Notification are subject to the "OGS or Less" provisions of Section a.v., Article XI, of the New York State Finance Law. This means that State agencies can purchase products from sources other than the contractor provided that such products are substantially similar in form, function or utility to the products herein and are: 1. lower in price -and/or- 2. available under terms which are more economically efficient to the State agency (e.g. delivery terms, warranty terms, etc.). Agencies are reminded that they must provide the State contractor an opportunity to match the noncontract savings at least two business days prior to purchase. In addition, purchases made under "OGS or Less" flexibility must meet all requirements of law including, but not limited to, advertising in the New York State Contract Reporter, prior approval of the Comptroller's Office and competitive bidding of requirements exceeding the discretionary bid limit. State agencies should refer to Procurement Council Bulletin "OGS or Less Purchases" for complete procedural and reporting requirements.

17 GROUP MN MULTISTATE (MMCAP) INFLUENZA VACCINE AWARD PAGE 12 State of New York Office of General Services PROCUREMENT SERVICES GROUP Contract Performance Report Please take a moment to let us know how this contract award has measured up to your expectations. If reporting on more than one contractor or product, please make copies as needed. This office will use the information to improve our contract award, where appropriate. Comments should include those of the product s end user. Contract No.: Contractor. Describe Product* Provided (Include Item No., if available): *Note: Product is defined as a deliverable under any Bid or Contract, which may include commodities (including printing), services and/or technology. The term Product includes Licensed Software. Product meets your needs Product meets contract specifications Pricing Excellent Good Acceptable Unacceptable CONTRACTOR Timeliness of delivery Completeness of order (fill rate) Responsiveness to inquiries Employee courtesy Problem resolution Excellent Good Acceptable Unacceptable Comments: (over) Agency: Address: Prepared by: Title: Date: Phone: Please detach or photocopy this form & return by FAX to 518/ or mail to: OGS PROCUREMENT SERVICES GROUP Customer Services, 37th Floor Corning 2 nd Tower - Empire State Plaza Albany, New York * * * * *

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