Pritikin-certified ICR

7701 Forsyth Boulevard, Suite 600 Clayton, Missouri 63105

[email protected]

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The program that is offered under this Disclosure Document is unusual in that it is intended prirriarily for existing hospitals and cardiology practices. Among the programs that'we and our affiliates have developed is our proprietary program that, incorporates the Pritikin: Principles into an 'intensive cardiac rehabilitation program. “ICR” program refers to a physician-supervised program that furnishes cardiac rehabilitation services more frequently and often in a more rigorous manner than in other cardiac rehabilitation programs. Our ICR program has been approved by federal Centers for Medicare & Medicaid Services (“CMS”) (an agency within the U.S. Department of Health & Human Services) for reimburserfient of up to 72 sessions provided to qualifying patients, based on the current ICR program requirements under Medicare Part B (we refer to Our ICR program as the “Pritikin Program”), CMS approval of the Pritikin Program was based on the data derived from patients who participated in the Pritikin Program provided in a residential setting at the Pritikin Longevity Center in Florida and a former location in California. Pritikin iProgram FDD PK 1:50184.3 (April 30,.2019) Rage2: Pi;itikin-2019;FOD'(7-) To further expand the reaGh; of the Pritjkin Prograrn, we also developed a program and system (the “System”) through which health care facilities and other centers (which may include rehabilitation and fitness centers with medical offices) that provide cardiac rehabilitation (each a “Provider”) to patients can convert their cardiac rehabilitation programs and becorne licensed and certified by us to offer and teach, a program to their IGR patients that complies with the requirements that we have established relating to the Pritikin Program (the “Pritikin-certified ICR Program”), and to use our Proprietary Marks (which are further described beiovy) in connection With these activities. At this time, We anticipate that most Providers will be hospitals, acute care facilities, or cardiology practices, although we may receive inquiries from other providers as well. As part of the Systerh, we will train a participating, Provider's key employees (“Named Professions”) and your personnel acting as yOur “Mental Health ProfessiOnar in the Pritikin Program and provide our certification once the Provider satisfies alf requirements to become certified by Us, to provide the Pritikin Program (this is referred to as ,being “Pritikin-Gertified”). We also provide the Provider with access to resources useful to the Provider in implementing the Pritikin-certified ICR Program and in continuing to meet the requirements to be Pritikin-certified. Additional information regarding the training and certification process is provided in Items 8 and 11 of this disclosure document. Once a Provider is Pritikin-certified, we will provide it with our proprietary informational binders that its Named Professionals and ICR patients Will use.each time the Provider conducts the Pritikin Program for its patients. These are the “Administrative Resource'Binders” and the “Patient Resource Binders” (and the current fees for these Binders are listed in Items 5 and 6). We have also developed a proprietary series of best practices (“Best Practices”) to improve patient enrollment in and patient continuation with the Pritikin-certified iCR Program as may be prescribed by the patient's physician. Each Provider that uses the System is referred to as a Tritikin-ceirtified Provider”. Each Provider and its health care professionals retain full; control and independent judgment regarding all medical, pharmaceutiGai, professional and ethical aspects of their medical and related health care practices, including all individual patients and their treatments. In connection with a Pritikin-certified Provider's activities in conducting the Pritikin-certified ICR Program, Providers will use the “Pritikin” name; as well as other trademarks, service rnarks, trade names, signs, logos, and other indicia of origin that we may periodically designate (together, these are our “Marks”) to identity itself as, being part of the network of health care facilities that Offers the Pritikin Program. The license to use the Marks does not extend to the Pritikin-certified Provider's overall medical and health care operations and facilities, but is limited to the portion of its operations that are devoted to conducting the Pritikin-certified ICR Program and to activities that we approve to promote the Provldor's participation in the Pritikin Program (together these operations will be referred to as the “Pritikin ICR Business”), The features described above are not necessarily all of the elements of the System. We may Change, improve, add to, delete from; and further develop the elements Of the System from time to time. We will provide oUr mandatory and suggested specifications and procedures for the Pritikin Program in a collection of confidential rhateriais (the “Manuals”). If you apply to become a Pritikin-certified Provider and we approve you, then we will both sign a license agreement, which is our Pritikin iCR Program Certification Agreement (the “Certification Agreement”) (our current form of Certification Agreement is included as Exhibit,A to this diseiosure document). You Will conduct your Pritikin ICR Business at only the facility (or facilities) that we determine acceptable and identify in the Certification Agreement (each facility will be a “Facility” and the space(s) at the Facility allotted for your Operations of the Pritikin ICR Program with your patients will together be the “ICR Space”). This disclosure document Pritikin Program FDD PK 150184.3; (April 30, 201,9) Page 3 Phtikin ^ 2019 FDD (8) describes the licenses we offer for Pritikip I.GR Businesses and the support services we provide to Pritikin-ceftified Providers. For each approved Facility, a Provider must have at least three “Named Professionals” (a Program Director, a Registered Dietician, and a, Medical Director) as well as an exercise physiologist or specialist (an “Exercise Physiologist”),, each of whom must meet our minimum standards for qualifications. Additionally, each of your Named Professionals must attend and complete to our satisfaction our training program. Additional information regarding the requirements regarding the. Director and Exercise Physiologist positions and requirements or recommendations as to their qualifications and certifications is included in Item 11 under “training and Personnel”. Addltibnally, you must provide us with the names of the individuals on your staff (of employees or independent contractors) who will perform the following functions: acting as: your “Mental Health Professional”; and acting as your “Culinary Chef for the patient cooking instructional classes that are part of our Pritikin ICR Program. We do not require that you hire personnel specifically for these functions, but rather that you inform us as to who will perform these functions.