Free Appendix - District Court of Delaware - Delaware

Case 1:04-cv-01565-SLR

Document 125-5

Filed 04/17/2007

Page 1 of 30

Don From
Sent

Liebentritt

Marian

Flynn

To
Subject

Tuesday October Don Liebentrilt
Corarn

17 2000

1020AM

Sam

bought

322.000

shares

or

1016

$35420

DL0003S

A661

Case 1:04-cv-01565-SLR

Document 125-5

Filed 04/17/2007

Page 2 of 30

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UNITED

STATES DEPARTMENT OF JuSTICE OFIICE OF TIlE UNITED STATES TRIJSTEE DISTRICT OF DELAWARE

IN

THE MATrER OF
Chapter

ii

CORAM
Debtors

et

at

Case Casc

No No

00-3299 00-3300

MFW MFW

througk

NOTICE

OF APPOJNThtj-r

OF

EQUITY COMMITFEE

Pursuant the Conintittoc

to Section Unsecured

l102a1
Creditors

ofthc
in

Bankruprcy
with

Code
the above

hereby

appoint

the

of

following

persons

to

connection

captioned

case

Samstock Chicago

L.L.C Aim Donald
IL

Liebentrjtt

VP
Fax

North

.Rivcrside

Plaza

Suite

60606

Phone

312

600

466-3651

312

559-1279

Ann

Robert

Lurie

Faanily

Foundation Chicago
IL

inc 60606

Atni Made Phone

Slezal

CEO and

Riverside

Plaza

Suite

VP Tvn
466-

1500

3700

312

466-3900

Fax 312

Richard Axnericas

Haydon

do RLU Managcmcni

168

Cottage

Place

New York

NY

1114 Avcnucfthe

10036

Phone

201

670-0412

Fax 212 265-6639

PAIUCLAA

STAIANO UNITED STATES USTEE

.-

TES
DATED
Afloca
Dcbtocc October

TRUSTEE

18 2000

aied
Counsel

to

Ca Rirsd
Jones Esquixe

Schcpaca
Phone

Esq Phon
652-4100 Fax

Laura

21559741
302
652-4400

Fax

215

597-579s

302

LvY
DEP.EXH./
Date3/Zp

A662

Case 1:04-cv-01565-SLR

Document 125-5

Filed 04/17/2007

Page 3 of 30

MJNUT1iS

OJA TEL1FflONIC

MTIN

co TflCA ORATXN
Deoiujber

28

2000

te1cp1imo

mectin
convened 00

of the Board of tireotora pursiUit
in to

of

Coain

FTaJthcare

eorportton

the
the

Company
Boaid
the and
at

was

Waiver

of

Notu sIgi
of

by each

member of

aproximate1y
Dtretors

MST
Willtatn

See AitebjieMs
Ciainrian

Pai-teipatlng

in the

ntng

were

fUowitig
Presj.doiit

Daniel

Crowley

th Board

Chief Executive

Oficr

Donald

Amaral

Caoy
alolig

and Sandra and eott
with the

uioIey Daintz

Peter Snith was
Selilor

absent

A11e
a1o

Marabfto
participated

1xecutive
the

Vice Freaidcnt meeting

Vice

President to
the

Finance

foljwln

legal

adv1ors

C.pany
Tillirtail

bavid
and

FrIedn.n

Esq

of Kasowitz
l3sq

B.ensoti Torres

Vtiedrb4t

LLP and Eueiie

Esq
Chaiih

Frderik

Leech and

of Reed

Smith Shaw
kept the

MClay LLP

Mr

Crowley

aoted

as

an of

th

meeting

Mr

Marabito

nbmtes

RI PORT
Aer.the
the ixieThi

21Mg

BM1KR JJ1CY
or4er-

Was

called

to

Counsel provid4

report on the

bbtojs

rett
.v1th

u.thri

and apprOv ititio of jrird

reitLain

coiflpjiflt

A1o
briefed
Qit

j4

st
t.tina

Cowts

granting

in

xMnge

fot debt

Were

the

final

arid

Qovnait
addreased
that

of the
at

conversion hearing
for their

The Board was a1o
Tiliitian

the

resolution of eartin other Issues

the

Messrs
approval

and Leeth advised the Board on the documentattoti
the isuah.ee

wa

te.cked

of among otherthings

of Corari Inc.s preftrecl

atocic

The
selection

board

rnetfibct

next

renewed
peraoris

theft

discussion

regardiig

the

iden

cation
in

and the

of third..party
11

independent

or firns

to review

tb bebtrs
ls
plait

ptocesses

Chapter such
for

reorA
in

ion-preeedbig
the Chapter
11

Mr
of

Friedman Itbrine4 The Board
to

the Board of the possibility

of

apptoaih

ptoceeding

wa

i.pf4
conference

of the ectensiOn

90 days

of

the

Iebtra
of the

period

exclusivity to

file

of teorgprization
call

The
am.ongst

independent

members
to

Board

decided

hold

telephone

thselVe

dIscuss potential

thJfd.party

eaAdidates at4 the selection process.

There

being no further

business

the

meeting
..

was

adjotirried

at

approtiitately

43.0

pin

MST
Respeetfully submitted

AUoivYkv1aOvb
Alien

Mitto
of the Meeting

Sectotaxr

TRTJSTEEOO95O2

USDC-DE 04-1565

A663

Case 1:04-cv-01565-SLR

Document 125-5

Filed 04/17/2007

Page 4 of 30

WAIVER OF NOTICE OF MEETING BOARD OF DIRECTORS
OF

...
CORPORATION

CORAMUEALTHCARE

hereby waive any
of Directors

notices

required

connection

with

telephonic

meeting

of the Board

II

__
and consent
to

of Coram Healthcare
the convenmg

Corporation

to

be held on December 28

2000

at

OOpm

MST

of such

meeting

Signaire

..

..

..

Daniel.D
Printed

Crowley
..

Name

.....

TRIJSTEEOO95O3

IJSDC-DE 04-1565

A664

Case 1:04-cv-01565-SLR

Document 125-5

Filed 04/17/2007

Page 5 of 30

WAIVEROF NOTICE OF ETING

OFTI
BOARD OF DIRECTORS OF CORAM IIEALTHCARE CORPORATION

herebywaive

any

notices

required

in

connection

with

te1ephoni

meeting

of the Board

of Directors of CoramHealthcar and consent
to

Corporation

to

be held onDLcember

28 2000

at

4OOpmMST

the convemng

of such

meeting

Signati.re

nted Name

..

TRUSTEEOO95O4

USDC-DE

04-1565

A665

Case 1:04-cv-01565-SLR

Document 125-5

Filed 04/17/2007

Page 6 of 30

WAIVER OF NOTICE 01 MEETING
OFTHIE

BOARDOF DIRECTORS
OF

CORAM IIEALTHCARE

CORPORATION

hereby

war

any

notices

reqwred

in

connection

with

telephonic

meeting

of the Board

of Directors of Coram Healthcare and consent
to the

Corporation

to

be held on December

28

2000

at

OOpm

MST

convening

of such

meeting

Signature

C14r
Printed

Name

TRUSTEEOO95O5

USD C-BE

04-1565

A666

Case 1:04-cv-01565-SLR

Document 125-5

Filed 04/17/2007

Page 7 of 30

WAIVER OF NOTICE OF
OFTHIE

MIEETIITG

BOARD OF DIRECTORS
OF

CORAMHEALTHCARE

CORPORATION

hereby waive any notices

required

in

connection

with

telephonic

meetmg of the Board 2000 at

ofDirectorsofCoram and consent
to

HealthcareCthporation.to of such meetmg

be heldon

December

28

400pm MST

the convenmg

Signature

Pct-f
Printed

Name

TRUSTEEOO95O6
04-1565

A667

Case 1:04-cv-01565-SLR

Document 125-5

Filed 04/17/2007

Page 8 of 30

WAIVER OF NOTICE OF MEETING

OFTHE
BOARD OF DECTORS OF CORAM lIE LTHCARE CORPORATION

hereby of Directors of

waive any

notices

required

connection

with

telephomc

meeting

of the Board

Coram

Healthcare

Corporation

to

be held on December 28 2000

at

OOpm

MST

and consent

to

the convening

of such meeting

JAkLJ144
Signature

r
Printed

5aL

TRUSTEEOO9SO7 TJSDC-D1 04-1565

A668

Case 1:04-cv-01565-SLR

Document 125-5

Filed 04/17/2007

Page 9 of 30

LJNITEIy

STATES

SECURiTIES Washington

AND EXCHANGE

DC

COMMISSION

20549

Form 10-K AJAL REPORT
OF
TI-fE

SECURITiES

PURSUANT TO SEO1ON 13 OR 15d EXCHANGE ACT OF 1934 YEAR ENDED DECEMBER FILE NUMBER 1-11343
31 2000

FOR THE

FISCAL

COMIVLISSION

Coram Healthcare
Exact name
of
registrant

Corporation
in
its

as specified

charter

DELAWj
State
or other
jurisdiction

of

33-0615337

Incorporaljoii

or

organizat
SUITE
2100

IRS Employer
Identification

No

1125

SEVENFEEN-Ui

STREET
executive

DENVER
Address

COLORADO
offices

of principal

80202 Zip

Code

Registrants

telephone

number

including

area

code

303
the

292-4973

Securities

registered

pursuant

to

Section

12b

of

Act

None
Securities

restered

puuant

to

Section

12g

of the

Act

TLTLi OF EACH CLASS Common Stock Snot par value per
Indicate 3xchange by Act

share

NAMB OF EACH EXCHANGE ON WHJCH REG1STERD
Over
has
filed

the Counter

Bulletin

Board

check
of

mark

whether

the

XNo
Indicate be of
this

1934

resnj
12

all

during-the

repo
been

reqnlred subject
to

to

be

filed

preceding

months and

by

Section

13

has

or for

15d
the

of
past

the

such

Securities

filing

requiremen

90

days

Yes

by

check
to

maric the best of or

closure
registzaxgs

of

iot II

de1ine
knowledge
this

filers

contained

puasuant

to

Item

405

of

Relation

S-K

Form

in defmjtjye

is

nbt

any amendment

proxy

to

Fotm

or information

coned hein
by reference

and
in

will Past

10-K

statements

incorporateJ

Indicate the

by

check

mndc

whether Act

the

regint
subsequent

has
to

filed

all

Securities

documents
of

Exchange

and

of 1934

repo
under

requbed
plan

to

be

the distribution

filed

by by

Sections court

securities

12 Yes

13

or

confued

15d

As
lock he

of April

No
of

2001
on

there

of the

regi oust.anth
based SI the

were

outstanding

49638452
date
the

shares

of the market

As

or such
for

registrans value of
the the

the

common
shares Counter of

stock

which

is

the

registrm

ag1-cgaje stock

only by

class

closing

price

Pproximately

L6

common

common

voting of

stock Board

held on

million

on

the

Over

nonaffihiates

Bulletin

April

2001

was

DOCg

INCORPORATED
None

BY RERENCE

JSP 01800

A669

Case 1:04-cv-01565-SLR

Document 125-5

Filed 04/17/2007

Page 10 of 30

Statement

of

Forward

Looking

Statements

This

Annual

Report Act

on Form
of

10-K

contains information based on

certain
relating

forward-looking
to

statements

as

such

term

is

defined and
its

in

the

Private

Securities

Litigation

Reform
or the

1995

and
are the

Coram
of the

1-lealthcare

Corporation of
results

CUC
as
well

subsidiaries

collectively

Coram
infonnation statements bankruptcy

company
available
this in

that
to

the

beliefs

management
actual but not

Coram
may
to
the

as

assumptions from the

made

by

and

currently

management
to

of

Comm
and

Corams

vary

materially
uncertainties

forward-looking
to the

made

report of

due

important

factors

including

Limited

related

ongoing adverse Budget with need the
to to

proceedings plan Act

Coram

Healthcare

Corporation
ability to to

Coram

Inc

including compliance lack of

actions with

taken
the

by

parties

who
of the

may

be

managements
Reconciliation outcomes obtain

of reorganization of 1993

Corams
referred

maintain

continued

provisions

Omnibus

commonly
legal

as

Stark

11 Comms
significant

profitability

uncertainties indebtedness
if the the

associated

of

certain pending financing

proceedings uncertainties the

the

companys

level

of outstanding
that

companys
existing paid and other debt by the

additional

or equity

associated limited

with

the dilution the

would

occur

companys

holders

exercise payers

their equity
for

conversion

rights

companys

liquidity with the

companys
in

dependence
state

upon

the prices

third-party impact
all

the

companys

services as

uncertainties well
in

associated regulatory
in

changes of the

and

federal

regulations and
certain in

on of

healthcare

services described

businesses
in

as

enhanced report

oversight under the

ltealthcare

industry

factors the

which

are

greater

detail

this

Item

caption

Risk

Factors
are future differ

When
intended events

used
to

this

report

words

estimate
statements information such

project Such and

believe

anticipate
the and For

intend
views

expect
of
that

and

similar expressions with actual Item respect
results to to

identify

forward-looking currently available
in

statements are subject
to

reflect risks

current

management
could risks are does cause see

based

on

uncertainties discussion Risk

materially Discussion

from and on

those

contemplated of

forward-looking

statements of

of such Readers

Managements
not
to

Analysis these
release

Financial

Condition statements these events

and

Results speak

Operations as of
the

Factors

cautioned

place any

undue

reliance
to

forward-looking any revisions
to

which

only

date hereof
reflect

Management

not undertake
after

obligation or
to

publicly
the

forward4ooking

statements

to

events

or circumstances

the date

hereof

reflect

occurrence

of unanticipated

PART
ITEM
General

BUSINESS
Overview

Lines outside

of
the

Business hospital

During infusion

2000
therapy

Corain

was

engaged services

primarily including benefit

in

two

principal

lines

of

business

consisting such as

of

alternate

site

and

related

non-intravenous

home
specialty

health

products

durable services

medical Other

equipment
services

and

respiratory

therapy include

services centralized

and phannacy management

management
and

and

mail-order
for clinical

pharmacy
research

offered

by

Comm

administration

clinical

support

trials

In

December and
the

1999
clinical is to

Coram

announced business
efforts

that

it

was by

repositioning
its

its

business subsidiary

to

focus

on

its

core inc

alternate

site

infusion

therapy

business business

research focus
its

operated

wholly-owned
of
its

CTE

Network
such as

Accordingly

Comms primary
therapies therapies of for

strategy

on

the

delivery

core

infusion

therapies and

nutrition and blood

anti-infective

intravenous persons services branches the

immunoglobulin hemophilia operating been

IVIG
Comm
has or scaled Financial back

therapy

for persons

receiving

transplants

coagulant and branch

clotting the costs

with and have

also

implemented of
to

programs

focused branches

on and

the

reduction of

control

of

providing several
to

expenses

assessment

under-performing as
satellites

review

efficiencies have

Accordingly

closed

serve

for other the

branches

and

personnel

been

eliminated

see Note

companys pharmacy

Consolidated services

Statements
sold during

Additionally the year
site

companys December
therapy

phatmacy

benefit Note

management

and

specialty mailConsolidated payers to such as

order

businesses of the

were

ended

31 2000 see
net revenue
is

50

the

companys

Financial

Statements

Most

companys
care

alternate

infusion

derived

from

third-party
is to

private indemnity services focusing that

insurers

managed

organizations
clinical

and

governmental

payers

Managements
high

objective
level

continue

provide while

consistently disciplined
clinical

achieve

desired
to

outcomes

and

maintain

Comms consistent
best achieved continuing cash while
to

of

patient

satisfaction

on

enhancements operations Furthermore improved

the

service cost

model

By
have

establishing been
is

demonstrated

practice

benchmarks
improving the

for nitrsing quality
for

pharmacy
consistency rendered support

and
of

personnel

reductions throughout

simultaneously concentrate

and

care

management
billing

Corani

on

reimbursement assessment

services systems

by

emphasizing

procedures of

documentation expertise

and and

collections resources

methods
into

continued

of

for reimbursement

and

concentration

Comms

managerial

certain

reimbursement

locations

JSP

01801

A670

Case 1:04-cv-01565-SLR

Document 125-5

Filed 04/17/2007

Page 11 of 30

Prior through
ill its

to

August

2000
Prescription

the

company

delivered

Coram
from

Services mail order

CPS
facility

phannacy which

benefit provided order

management
services
facilities

and

specialty

mail-order prescription

business four

pharmacy
for

services

patients

one

and
and

primary provided network

mail-order one
retail certain

satellite

mail

drugs

chronically benefit services
its

management
through
facilities

service nationwide

on-line of
retail

claims

pharmacy
drug

The

administration

pharmacy
review through of
to

formulary specialty
patient

phacmacie

CPSs
monitoring

management

and

utilization

which
with

mail-order education the

provided

dmstiibution

compliance business

connection

Comms
Inc

pharmacy and clinical

services support

were
to

delivered wide
variety

six

repositioned Curascripi

focus

on

Pharmacy
are led by

July which

Services certain

and

PBM

31 2000
are See Notc

patients

En

company fonned
the

completed of

the

sale

of

Services

CPS

Inc

members

of the former

CPS management
provided Independent

newly
to

affiliates

GTCR

Curascript

Golder

team

Rauner

LL.C

and

companys

Consolidated

Financial

Statements

Prior

to

January

2000

the

Comm
or

company

ancillary

network

Resource which

Network

Inc

aid

Comm
of served
its

management
Inc of

services collectively

through the

its

Practice

whohlywned Network

subsidiaries Subsidiaries and other the the

fl-Net

Association

managed

networks

home

Resource

healthcare

providers two

on

managed company

care organizations entered and
into

behalf
call

R-Net

HNlOs
Inc

customers agreement

PPOs
three

at-risk satellite lime

physician offices

through with

groups In April

primary

centers

and

five-year

capitated

Aetna including

U.S

1998
for

management
hospice care

provision

of certain

Healthcame infusion

home
for

health

Aetna

Master
durable July

services of

and home

home

Agreement
medical

nursing

respiratory

support

several monthly

Aetnas
for

therapy Effective

began assumed
health

disease

equipment
the

receiving
certain

capilaled
financial

payments
risks for

on
certain

management
covered

programs
under the

basis

members and
for the

1998 The

company
also

Master

home

health
that

Agreement
services
for

services had network

providers and

through R-Net
is

R-Net no

The

began

company
of have

providing

management
network

agreements any

R-Net

network services previously on April

home been

tenninated
in litigation

provision

longer

of ancillary services

providing

ancillary

over

the Master

management was
amicably

Agreement
filed

The
Court being

however
voluntary Chapter See

Comm
tire

the

management and Aetna were was
dismissed the United

litigation

involved

Resource
for the

Network
District

resolved

Subsidiaries of

and 12

case

bankruptcy
Il

petitions Slates

on

20 2000

Delaware
to

November

under

1999

with

of

States

the to

United the

liquidated

pursuant

such

Bankruptcy Consolidated

Code The
Financial

Bankruptcy are

Resource Statements

proceedings

Note

Network

Subsidiaries

companys

While
the

management
no

believes can

the be

implementation given as
to
its

of

its

overall

business Sec Item

company
and

assurances of

strategy

has

improved

Condition

ultimate success

operating Discussion

performance and Analysis

throughout

Results

Operations

Managements

of

Financial

Cranrs
including

reportable

segments

over health

the

last

tiee
such

fiscal

years durable

have

been

non-intnavenous

home

alternate

site

infusion

products

network
primarily

as

therapy therapy other

and

related

medical benefit support of

services
ancillary

management
of

services

mail

order

equipment

and

pharmacy

and
and

respiratory services

pharmacy
clinical

services
services Resource

centralized

management
of

management
for clinical

and
tiials

adminislzarion healthcare network

consisting

Subsidiaries

managed
for

networks

home

research plans and and

The

R-Net

had

providers

on

Network
that

the provision

behalf services

of

managed been
are of

care

other

ancillary services

management Network
Court
for

payers
is

The
longer II

agreements providing

ancillary
are

network

have

management
in

terminated

The

R-Net
in

no

Resoucce

Subsidiaries the
District

any
that

currently

pending

the

United order

being

States

liquidated See Note

Bariki-uptcy

the Chapter
to

proceedings

Financial

Statements

Mail

Delaware
services the

was

pharmacy

and phannacy
its

the

benefit

companys
the

Consolidated

discontinued

effective

July

31 2000

management
See

were

provided

following

by

CPS

disposition

Note

business

which

to

companys

Consolidated

Financial

Statements

Company

History

Recent

Events

Comm
Medisys
related accounted

was

formed

on

Juiy

1994

as each of

result

of

Inc and
services
for

merger

by

and

Healthlnfusro of these

Inc

among
nationaj

which was
and
is

T2 Medical
or regional

Inc

Cuzaflex

Health

Services

Each

publicly-held

Inc
and

companies

became

providcr subsidiary

of home
of

now

an

as

indirect

pooling

of interests

wholly-owned

dC
the

infusion therapy

The

merger was

Cornea made
assets

number
infusion

of acquisitions business of

since

of
In

operations

the

home

commenced wholly-owned
regional

the

most

significant

of

which

1995

addition September
in the

Comm
12

Caremark
lire of these

Inc

was

acquisition

of certain April

subsidiary of

of

Caremaik
infusion

acquired

H.M.S.S
result

International therapies of

effective services

leading acquisitions area

Inc
in site

effective

1994

As on

provider

home
leading

based

Corarn

United

States based

became revenue

Houston
infusion

Texas
therapy

provider

alternate

geographic

service

and

total

In

April

1998 which

the

company
expected

signed
to last

the
five

Aetna years

Master the

Agreement

was

Agreement

which

became

effective

July and

1998
provided

Under home

the

Resource

Network

Master

Subsidiaries

managed

healthcare

JSP 01802

A671

Case 1:04-cv-01565-SLR

Document 125-5

Filed 04/17/2007

Page 12 of 30

services

for

over

two

million Aelna enrollees of the under Master covered with

enrollees
the

in

eight

States

for

stated or about

monthly July and

fee per enrollee 1998 Aetna

The

Resource

Network
Subsidiaries

Subsidiaries provided Ancillaiy

began
notice

serving of

Aetna

Master

Agreement on
effective

The

Resource

Network
the

termination

Agreement
infusion were

June

30
between

1999 by
the the

tenninated branch April See

companys
effective

National

Services

Agreement

which

services

provided

companys
parties

locations

Apnl
and

12
Aetna

2000
have
13

SubsequenUy
agreed
to to

the disputes

Aetna
to

resolved

amicably

on

20

2000 and

the

company
Proceedings

use

good

faith

efforts

negotiate

new

agreement
for

for

home

infusion services regarding
this

11cm

Legal

and

Note

the

companys

Consolidated

Financial

Statements

more

information

matter

On
Note

July
to

31 2000
companys

Coram

completed

the

sate

of

CPS

to

Curascnpt

Phannacy

Services

Inc

and

Cuniscript

PBM

Services

Inc

See

the

Consolidated

Financial

Statements

Cl-IC Chapter operating

and
11

its

first

tier

wholly-owned
States

subsidiary

Coram

Inc

CI
is

collectively

the

Debtors
2000
Court

tiled

voluntary such date

petitions

under
are

of

the

United

Bankruptcy subject the
to

Code
the

the Bankruptcy
of the

Code
United

on

August Bankruptcy
in the

As
for

of

the of
to

Debtors

as

debtors-in-possession

jurisdiction

States debtor

the

District

Delaware
the

the

Bankruptcy
Consolidated Operatins

Court
Financial Risk

None

of

companys and
tern

other

subsidiaries

proceeding of

See

Note Condition

companys
Results of

Statements

Managements

Discussion

and

Analysis

Financial

and

Factors

Delivery

of Alternate

Site Infusion

Services

General Canada
several

Coram

delivers

its

alternate

site alternate

infusion
site

therapy

services therapy the pain

through services

76

branch
joint

offices

located

in

40

states

and

Ontario
at

Additionally other

Colam

delivers

infusion involves

through

venture of

and

partnership

agreements

geographic

locations

infusion blood

therapy

intravenous

administration chemotherapy

nutrition other

anti-infective

intravenous

irninunoglobulin

IVIG
will

therapy

factor therapies

management

and

therapies

Infusion

patients

are

primarily

referred

to

Coram

following the

the

diagnosis
is

of

specific for

disease

or

upon

discharge

from

hospital
hospital

The

treating

physician planner referred the even

generally patients though tend

determine and

whether

patient payer

candidate

home

infusion

treatment

Typically

discharge patient
is

physician
the to patient

managed
ultimately potent and

care the

will

recommend
to

or determine
his

the infusion service

company
Because requires
either

which drugs
patient grAvity-

has

freedom
than

choose

or her

own
of

provider drugs require

administered training based

intravenously

be

more

complex by
skilled to

oral

drugs
and the

the delivery

intravenous therapies are

specialized control most and few

equipment device or an
for

and

clinical

monitoring

nurses

pharmacists

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flow

electro-mechanical
intermittent

pump
periods

administer

drugs

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therapies

administered with

continuously physician
last

however
to

are given assess days
the to

prescribed

of

time

Corain

nurses

and

pharmacists of
the

work

the patients treatment

monitor
little

patients as long

condition

and

update
entire

the therapy
life

as necessary

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duration

patients

may

from

as

as

as the patients

Branch
locations

Facilities
typical

The

delivery of branch

infusion services provides

is

coordinated functions

through

local

or regional

infusion

branches

or

related

satellite

full

service

the following

patient intake

and admission

ii
iii

sterile

product

preparatioirby

pharmacists

and

pharmacy

technicians

clinicaL

pharmacy

services

iv

clinical

nursing

services

collaborative

clinical

monitoring

and

disease

management

vi
vii

materials

management and

including

drug

and

supply

inventory

and

delivery

billing

collections

benefit verification

viii

marketing

to

tocal

referral

sources

including

doctors

hospitals and

payers

and

ix

general

management

JSP 01803

A672

Case 1:04-cv-01565-SLR

Document 125-5

Filed 04/17/2007

Page 13 of 30

typical storage
sales

hill

service
It

branch

has

fully

equipped

infusion licensed serves locations and

pharmacy
phaciacists the market
it

offices

for

clinical

and

administrative
registered

warehouse

also

personnel
dietitians

and
and

employs

branch Such
as

manager
branch also

pharmacy
area can as
in

technicians
it

and

administrative of

nurses

personnel served

which

is

located

driving locations

radius

generally

within Smaller needs
feet

two-hour
satellite specific

the patients limited

well

as

outlying

where
are used

arrange

appropriate centers range
to

nursing
to to

services
patient

contain

supplies
full office

and

pharmacy
branches often
in

operations and
satellite

support and

respond 125

in

geographical

areas
in

Corams
suburban

service parks

locations
to

are

leased medical

from

32000

space

square

of office

pntnarily

close proximity

major

facilities

In-If onie patients includes factors

Patient or

Care
clinician

Before and an

accepting
hospital

patient

for in

home
order
to

infusion

treatment

the

staff

at

the for

local

branch care

works This

physician

closely with

the

personnel of of the

assess the patients and emotional
the

suitability status as

home

among
such as

other
the

assessment of
certain assist

process
social in the

things

assessment

the patients

physical

well as

an

safety

and

assessment or others

cleanliness therapy and the
if

home

envirotuuent review

and
also

availability

of

family of

members

administration established governmental

of the patients
criteria

to

necessary

Patient

includes from
his

verification

the patients carrier

admission payer

eligibility

based

upon
or

patients

benefits

package

available

or her

insurance

managed

care

provider

When
and devices
the

patients

suitability

for

home
to

care has be

been

confirmed
including

the
the

patient

and

the

patients

designated

education and

concerning other equipment
to

the

carepartner

receive

training

therapy used
in

administered with
identify

proper
patient

infusion and
the

technique

and

the care

and

use of
trained

intravenous
to

connection
in

the therapy changes

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of

patients team

carepariner should be

are also notified

monitor
patier.t

patients

response

the

therapy

order

to

which by

the

healthcare by

assessment

and

The

initial

training

are generally

performed

by

nurses

employed

or overseen

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Prior

to

the
it

patient to

receiving
local

treatment
clinical

services support case speaks

from team

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including
if

the

communicates works
with the
to

treating its

physician

develops

the

patients

the

branchs

plan

of treatment plan of care

and

nurses and
to

pharmacists care prior and
to

The team
to

treating

physician

and

develops

and
and

the

payer

manager
with the and

applicable

provide

monitor

responses performs
clinical

treatment prospective

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Coram
of

the patients the prescribed
time

progress therapy

pharmacist the patients the the

patient or carepartuer medical history the payer

dispensing patients

review

and

condition
treating treating

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the

suppon
an

team

will regularly flow care
that

therapy

local

branchs condition physician

provide allows

physician physician

and
to

manager
the

with

reports treatment

on

creating always

information the patients

the patients

actively in

manage
accordance

patients

The and

directs

treating

including

changing

the plan of treatment

with

the patients

needs

responses

Upon
examination during
level that

the

patients and

arrival

home
assessment frequency

nurse

performs

an

initial

patient

assessment of the patients
particular to the

which
first

includes

comprehensive treatment as the
is

environmental Thereafter the
the

physical overseen

Typically of nursing has

the administration depends with

home
the

infusion
is

visit

visits

of

upon

the

therapy

patient

receiving of

well

independence

as

the

patient or
visits

carepalmef
the

achieved check

regard
the

administration intravenous condition

and
lines

therapy blood care on

During samples

these subsequent change the

monitoring and
related

prescribed obtain plan of

nurse

may
drug

and

assess

patients

pump
teaching

equipment
with basis
the

settings

and/or support

administration supplies
treating

assess and

and

the patients are and
typically

and

provide

ongoing and
in

and

compliance

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patients

drugs

delivered payer and case

on

the

therapy

the type
the

weekly
if

of drugs

depending remain

being by

administered monitoring

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physician of
the

the

activeLy

involved

manager

applicable

patients

treatment

the success

plan

of treatment

revising as necessary

Alternate

Site Infusion

Therapy

Products

and

Services

General
coagulant response generally long-term patients coagulant remainder

Coram
blood

provides clotting

variety therapies the

of

infusion

therapies

principally

nutrition based

anti-infective

and
to

therapies patients such

and

IVIG

as

well plan

for

as and
are

patients

with

hemophilia of these

physician therapies others

upon

diagnosis as

treatment

therapy
in

detennines

initiation

and

duration

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therapies
nutrition

anti-infective

used

the treatment basis patient

of temporary

therapy be required

infectious conditions the designated

while

or permanent

The

or coagulants administers

may

on
at

patient such

home
of

carepartner

or an
patients

employee of Coram

In

some
or

infusion therapies patients disease

the

groups

as immuno-suppressed

e.g AIDSIHW
over the

cancer of

transplant the primary

therapies the

etc
or

blood
for

anti-infective life

therapies

may

be

provided

periodically

duration

the

patients

generally

as episodic

care

Nutrition patients illnesses with

Therapy
impaired therapy

Total

parenleral

nutrition tracts

therapy

TPN
central

involves bowel

the

intravenous short

feeding bowel
into

of

or altered digestive
is

life-sustaining

nutrients

to

due

to

inflammatory

The

disease

syndrome
major

or other blood

gastrointestinal to

generally

administered

through

catheter

surgically

implanted

vessel

introduce

JSP 01804

A673

Case 1:04-cv-01565-SLR

Document 125-5

Filed 04/17/2007

Page 14 of 30

the

nutrient

solution

into

the

bloodstream cases
the

The

nutrient

sotution

may

contain from

amino which
of

acids

dextrose
nutrition nutrition

fatty

acids

electrolytes
is

trace in

minerals nature

or vitamins requiring

In

many

widerlying
for life

illness

or condition by

parenteral

patients at to

suffer

recurrent
patients

periodic

re-hospitalization therapy
of for

treatment and other

followed
patients I-fly

resumption require

parenteral

home Some
augment

must status

remain on
such
as

parcnteral

nutritional

may

shorl-tenii

TPN

therapy and

nutritional

patients

with

diagnosis

cancer

hyperemesis

eating

disorders

and

other

diseases

treatments

Enteral

nutrition to

therapy the
six

is

administered
gastrointestinal or

through
tract

feeding or other

tube

into

the

gastrointestinal

tract nutrition

to

patients
is

who
often

cannot

eat

as

result

of an
long

obstruction period often

upper

medical

conditions

Enleral

therapy

administered

over

for

months

longer

Anti-Infective bloodstream infection kidneys aria of and
for the

Therapy
the

Anti-infective of

therapy of

is

the ifusion

of

antibacterial such as with through

anti-viral

or anti-fungal

medications

into

the

patients

treatment

variety

infectious infections

episodes

osteomyehitis

bone

infections

bacterial

endocardjtis of the

heart

valves

wound

infections

associated delivered are often

AIDS

cancer

post-transplant
catheter inserted directly in into

and

infections vein
in the

urinary tract
centrally

Intravenous catheter

anti-infective

drugs

are

peripheral

patients than

or via taken

placed

Anti-infective

drugs

more

effective

when

infused

the

bloodstreatn

when

orally

Intravenous products

Immunogobulin
which
to

Intravenous are
patients

imenunoglobuhin
to patients

lVlG
with deficiencies

therapy

involves or

the

administration

of

blood

derivative therapy
is

ganimaglobuhins
administered Patients for

administered with primary therapy

immune

deficiency or

altered

immune
or as the of

status
part

IVIG

most commonly
treatment receiving condition

immune
for

autoimmune

disorders receive period

of

post-transplant for
life

protocol

receiving

WIG

primary the

immune
therapy

deficiencies intennittently

usually over

therapy

Patients

IVIG

therapy

autoimmune

disorders

receive

months

depending

on

their

Coagulation clotting factor

and Blood Blood
to clotting In

Clotting
factors

Therapies

Coagulation

or factor replacement
to

therapy

is

the or
is

intermittent related

administration disorders
in sufficient

of

blood
affect

are generally one or

administered

persons blood

with

hemophilia factors
to

genetic

which

the bloods the

ability

clot

these

disorders
factors

more
it

of the nonnal
difficult

clotting for

not produced bleeding permanent Factor of

amounts

by can

body

The

absence

of these

clotting

makes

or impossible bleeding
their ability

patient

stop cause

Severe
toss

hemnophihiacs of mobility
in

suffer

from

spontaneous
the patient

bleeding at
thither

episodes
risk

without

trauma

Repeated

episodes
to live

can

the are 10

joints putting administered

medically

and

impinging inserted occur or

on

normal

life

replacement time

products

via
is

centrally

inserted

or peripherally episodes
start their will

intravenous

catheter

over

short basis

period

approximately

minutes
children

Factor and/or

infused

when

bleeding learn
to

on

routine catheter

preventative

prophylaxis
factor

Most

patients

even

their

carepartners inherited

own

intravenous

and

administer
their

their

Persons

with

hemophilia

and

others

who

have

clotting

disorders

require these products

throughout

lives

The
products purchase

ability

to acquire the

factor product supply broker

under

nomial of

conditions product

is

volatile

but

currently
is

the

international

demand
requiring

for certain the

factor to

far exceeds through from
to

Availability market such

factor

from
not be

manufacturers favorable
to

spotty

thereby

company
can change

the

blood
to

wherein times

pricing

may

the

company
availability

and
to

product pass

availability

significantly patients

day
the
it

day
of

During
factor

of shortages processes of

prices

soar with

limited

these

additional

costs to

on

to

Due

nature
difficult

manufacturing
to

intermittent
its

product

shortages

may

be

experienced

from

time

time
of

which

may make
These

for

Comm
be any

meet
to

the needs

patients pools

and
failed

may

have

an

adverse

impact

on

Coranss etc

future

results

operations patients

shortages

could
at

due

insufficient

donor what

production be

lots contamination inventory

Moreover
multiple
to

single patients

requirements

may
the

given

time

expend

would

normally obtaining

whole months
factor

for

During
shortage

March of

2001

company which

began

experiencing

difficulties

recombinant

VIII

iVill

due

nationwide of current

this

product

was
has

precipitated

by
of

Federal
factor

Drug

Administration
in

requirements
to

exceeding

expectations patient

mnanufactui-ing

Coram
is

currently taking

supply
to

this

product of
this

inventory
at levels

meet
sufficient

immediate
to

demands
future cases
to

however demands
as

management These
asking

proactively but are

steps

secure declining rVIII
to

inventory

product
this

meet
until

anticipated the shortage switching

steps include
patients

axe not

limited

to

new
consult normal

patients with

for
their

particular

factor

product

well

as

who

currently temporary

using basis
its

physicians limited

and

consider of

voluntarily products
factor

appropriate
greatly

alternative impacts the

products

on

Under
customer
its

circumstances but

allocations
this

from

manufacturers
is likely

companys
ability

ability

to

expand

base

management

believes

current

shortage

to impair

the

companys

to

grow

this

segment

of

business

Transplant

Services organ

Coram

developed patients This

specific clinically

program and
focused protocols

is

providing

therapies

and

services

to

pre-and other

post

bone

marrow

blood
patient

cell

and

transplant

care

management
education

program
toots

includes and
clinical

among

things

proprietary

and

environmental

assessment

and

monitoring

patient

training

programs

The

most

jspo1805

A674

Case 1:04-cv-01565-SLR

Document 125-5

Filed 04/17/2007

Page 15 of 30

common
prescribed include

therapy

for
transplant to patients

is

anti-infective

therapy due
to

including patients therapies

antibiotics

anti-viral

and

intravenously

prevent response

or

treat

an

anti-fungal Other

infection

TPN

WIG

the

agents prescribed

most

Often

biologic

immuno-compromised
and blood products

status

modifiers

inununosrlppressive

therapies

Brosherapy In addition

Comm

provides

patients

with

Comm
Medical
to
its

biological therapies

response as

modifiers by

provides

growth

hormone

colony

stimulating

factors

erythropojetjn

and

interferons

prescribed

physicians

Durable equipment
wheelchairs allows

Equipment
for

and
at

Respiratory Durable

Therapy
mnedicai

Equipment. and

Coram

patients

use

home

provides

durable but

medical are not

and

respiratory

walkers
to

respiratory

equipment
and

therapy

oxygen

systems

home
or

include

limited

ventilators

to

hospital

patients

sleep apnea services

beds

equipment the

access

infusion

nebulizers medical

Corarns

therapy

other

therapy

and

integrated through

service
single

approach

necessary

equipment

source

Other

Therapies

Coram

provides

other
for

teclusologically patients

advanced congestive clots
in heart

management
intravenous hyperemesis described

intravenous anti-coagulant gravidarumn

therapies
failure

such

as

inotropic therapy Hydration
to less

therapy
for

antineoplasric

with blood

chemotherapy cardiac induced Other ended

pain

or for those therapy

who

prevention
is

of

are awaiting

and

transplants emesis therapies or as

anti-nausea with net

for

therapy than

often

administered

chemotherapy chemotherapy of the years

herein and

amounted l998

conjunction therapy

5%

intravenous
for

of the

2000

1999

companys

infusion

revenue

each

Iecember

31

Alternate

Site Infusion

Therapy

Organization

and

Operations

General ended

Comms

alternate

site

infusion therapy were and an

business
into

December
reports
to directly

operations geographic of

arc

2000
to the

the

branches

currently areas

conducted area has
to

who

divided Area

through Senior

76

branches President President

two

During

the

Each

year

President

Vice Vice

Vice

of of

President
structure

reports

the

President with to

Comms
operating
facilitate to local

Sates

who

Operations Sales

new
and high

reports
to

the Senior greater
the to

organizational

was

who

efficiencies

associated continue be

designed

create
that

has

and

managing
quality local

the

operating

and

decision
to

will

company

Management which

making

believes altows
to

functional
attract

decision the

approach
retain

managers
alternate patient

and
site

making

responsive

market

needs

Comm
its

management
local

As

and
and

experienced
its

infusion therapy For

company

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triennial

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2001

JSP 01806

A675

Case 1:04-cv-01565-SLR

Document 125-5

Filed 04/17/2007

Page 16 of 30

An

integral

part

of Corarns

quality

efforts

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branch

team

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periodically

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perfonii

among

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iii

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issues

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monitoring

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therapy

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specimen

collection

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education

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assessments

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data collection

providing

alternate

site

pharmacy

services

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providing

patient

screening

and

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services

and

JSP 01807

A676

Case 1:04-cv-01565-SLR

Document 125-5

Filed 04/17/2007

Page 17 of 30

vii

providing

product

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31

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business
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Aetna

the

JSP 01808

A677

Case 1:04-cv-01565-SLR

Document 125-5

Filed 04/17/2007

Page 18 of 30

Reimbursemcnt

of Services

Virtually organizations medical

all

of as

Corams

operating and

revenue
at-risk

is

derived

from
and

third-party

payers

including

private

insurers

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groups

governmental periods through
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payers such certain

as Medicare

and Medicaid
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result

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providers

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experiences

reimbursement receivable success

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payment
collection continues will be

procedures

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of accounts
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reimbursement on

procedures

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high

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claims

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cases

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provided

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31 2000

Managements

Discussion

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of

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2000

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10

jSp 01809

A678

Case 1:04-cv-01565-SLR

Document 125-5

Filed 04/17/2007

Page 19 of 30

Competition

The

alternate

site

infusion therapy

market

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11

JSP 01810

A679

Case 1:04-cv-01565-SLR

Document 125-5

Filed 04/17/2007

Page 20 of 30

therapy provider persons

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