INTEGRAMED PHARMACEUTICAL SERVICES, INC.,
INTEGRAMED AMERICA, INC.
THIS SERVICE AGREEMENT ("Agreement"), dated January 16, 2002, is made and entered into by and
among IntegraMed Pharmaceutical Services, Inc., a Texas corporation with a place of business at One
Manhattanville Road, Purchase, New York 10577 ("IPSI"), ivpcare, Inc., a Texas corporation with its principal
place of business at 7164 Technology Drive, Suite 100 Frisco, Texas 75034 ("IVP"), and IntegraMed America,
Inc., a Delaware corporation with its principal place of business at One Manhattanville Road, Purchase, New
York 10577 ("IntegraMed"). Each of IPSI, IVP and IntegraMed is individually referred to herein as a "Party"
and collectively referred to as "Parties."
0.1 WHEREAS, IVP is a licenced pharmacy specializing in dispensing ingestable, injectable, and infusion drugs,
pharmaceuticals, and products related to the treatment of human infertility, pursuant to the prescription of a duly
licensed and authorized physician ("Pharmaceutical Products"), to end-user patients ("Customers");
0.2 WHEREAS, IntegraMed has developed, and may develop in the future, relationships, affiliations and
associations with certain infertility medical practices, as set forth on Exhibit 0.2 attached hereto, as may be
amended from time to time (such existing and any future medical practice and associated infertility medical
practices shall hereinafter be referred to collectively as the "Medical Practices");
0.3 WHEREAS, IPSI, a wholly-owned subsidiary of IntegraMed, arranges for the retail distribution of
Pharmaceutical Products and educational materials to Customers of the Medical Practices ("Pharmaceutical
0.4 WHEREAS, IPSI, IVP and IntegraMed are parties to a management agreement dated effective as of April
21, 1999 (the "Prior Agreement");
0.5 WHEREAS, the Parties desire to amend and restate the Prior Agreement effective as of the Effective Date
provided for herein;