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U.S. Co-Promotion Agreement
U.S. Co-Promotion Agreement (51K)
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U.S. CO-PROMOTION AGREEMENT
BY AND BETWEEN
AMYLIN PHARMACEUTICALS, INC.
AND
ELI LILLY AND COMPANY
EFFECTIVE AS OF
SEPTEMBER 19, 2002
{PAGE}
U.S. CO-PROMOTION AGREEMENT
This U.S. Co-Promotion Agreement (the "Agreement") is made effective as of the 19th day of September, 2002 (the "Effective Date") by and between Amylin Pharmaceuticals, Inc. ("Amylin"), a Delaware corporation having its principal place of business at 9373 Towne Center Drive, Suite 250, San Diego, California, 92121,
and
Eli Lilly and Company, an Indiana corporation having its principal place of business at Lilly Corporate Center, Indianapolis, Indiana, 46285 ("Lilly").
RECITALS
1. Amylin is developing Product for the prevention and treatment of diabetes and obesity and potentially other indications. Pursuant to the terms of a Collaboration Agreement of even date herewith, Lilly and Amylin have agreed to cooperate in the development and marketing of Product.
2. In furtherance of the goals of the Collaboration Agreement, the parties desire to enter into this agreement for the Co-Promotion of Product in the United States.
NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants contained in this Agreement, the Parties agree as follows:
ARTICLE I
DEFINITIONS
As used herein, the following terms shall have the meanings indicated:
"ADDITIONAL INDICATION" shall have the meaning provided in the Collaboration Agreement.
"ADVERSE EVENT" OR "ADVERSE EXPERIENCE" shall have the meaning provided in the Collaboration Agreement.
"ADVERSE EVENT REPORT" shall have the meaning provided in the Collaboration Agreement.
144748
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Amylin Pharma
As referenced in this U.S. Co-Promotion Agreement:
AMYLIN PHARMACEUTICALS, INC – 17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 240.24b-2
U.S. CO-PROMOTION AGREEMENT
BY AND BETWEEN
AMYLIN PHARMACEUTICALS, INC .
AND
ELI LILLY AND COMPANY
EFFECTIVE AS OF
SEPTEMBER 19, 2002
{PAGE}
U.S. CO-PROMOTION AGREEMENT
This U.S. Co-Promotion _____________
Amylin
Pharmaceuticals, Inc – S. Co-Promotion Agreement (the "Agreement") is made effective as of the
19th day of September, 2002 (the "Effective Date") by and between Amylin
Pharmaceuticals, Inc . ("Amylin"), a Delaware corporation having its principal
place of business at 9373 Towne Center Drive, Suite 250, San Diego, California,
92121,
and
_____________
AMYLIN PHARMACEUTICALS, INC – IN WITNESS WHEREOF, each Party has executed this Agreement by its respective,
duly authorized officer as of the day and year herein written.
AMYLIN PHARMACEUTICALS, INC . ELI LILLY AND COMPANY
By: /s/ JOSEPH C. COOK, JR. By: /s/ AUGUST M. WATANABE
------------------------------ -------------------------------------
Name: Joseph C. Cook, Jr. Name: August _____________
dt 109231
;
|
Eli Lilly
As referenced in this U.S. Co-Promotion Agreement:
ELI LILLY – SECTIONS 200.80(b)(4),
200.83 AND 240.24b-2
U.S. CO-PROMOTION AGREEMENT
BY AND BETWEEN
AMYLIN PHARMACEUTICALS, INC.
AND
ELI LILLY AND COMPANY
EFFECTIVE AS OF
SEPTEMBER 19, 2002
{PAGE}
U.S. CO-PROMOTION AGREEMENT
This U.S. Co-Promotion Agreement (the "Agreement") is _____________
Eli Lilly – Inc. ("Amylin"), a Delaware corporation having its principal
place of business at 9373 Towne Center Drive, Suite 250, San Diego, California,
92121,
and
Eli Lilly and Company, an Indiana corporation having its principal place of
business at Lilly Corporate Center, Indianapolis, Indiana, 46285 ("Lilly").
RECITALS
1. Amylin is _____________
Eli Lilly – Laws. Amylin has been provided a copy of the United States Federal Trade
Commission's Decision and Order for In the Matter of Eli Lilly and Company
(Docket No. C-4047) issued May 8, 2002, and relating to the protection of
patient identifiable information and agrees to cooperate _____________
ELI LILLY – each Party has executed this Agreement by its respective,
duly authorized officer as of the day and year herein written.
AMYLIN PHARMACEUTICALS, INC. ELI LILLY AND COMPANY
By: /s/ JOSEPH C. COOK, JR. By: /s/ AUGUST M. WATANABE
------------------------------ -------------------------------------
Name: Joseph C. Cook, Jr. Name: August M. Watanabe
---------------------------- -----------------------------------
Title: _____________
dt 90775
|
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Promotion Agreement
Promotion Agreement (43K)
Doc #144831: Click preview link for longer preview.
PROMOTION AGREEMENT
This PROMOTION AGREEMENT is made as of December 1, 2001, by and between QUESTCOR PHARMACEUTICALS. INC. a California corporation (Questcor) and VSL PHARMACEUTICALS, INC., a Delaware corporation (VSL).
RECITALS
A. WHEREAS, VSL produces, markets and distributes a probiotic preparation of live freeze-dried lactic acid bacteria, developed specifically to provide the optimal concentration and types of healthy bacteria for the gastrointestinal tract and to be used in various gastrointestinal disorders under the trademark VSL#3 ; and
B. WHEREAS, Questcor is engaged in the business, among other things, of marketing pharmaceutical products; and
C. WHEREAS, VSL wishes to expand the promotion of VSL#3, and Questcor desires to have the right to promote and sell VSL#3, upon the terms specified herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants herein set forth, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions.
For purposes of this Agreement, the following terms shall have the corresponding meanings set forth below.
Affiliate means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with, such Person. A Person shall be regarded as in control of another Person if it/he/she owns, or directly or indirectly controls, more than fifty percent (50%) of the voting securities (or comparable equity interests) or other ownership interests of the other Person, or if it/he/she directly or indirectly possesses the power to direct or cause the direction of the management of the other Person, whether through the ownership of voting securities, by contract or any other means whatsoever.
Agreement means this agreement, together with all appendices, exhibits and schedules hereto, and as the same may be amended or supplemented from time to time hereafter by a written agreement duly executed by authorized representatives of each party hereto.
Agreement Quarter means each three-month period commencing on the first day of January, April, July or October, as the ease may be during the Term. The first Agreement Quarter shall commence on the Effective Date and end on March 31,2002.
144831
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Questcor Pharma
As referenced in this Promotion Agreement:
QUESTCOR PHARMACEUTICALS. – has been requested with respect to omitted portions.
PROMOTION AGREEMENT
This PROMOTION AGREEMENT is made as of December 1, 2001, by and between QUESTCOR PHARMACEUTICALS. INC. a California corporation (Questcor) and VSL PHARMACEUTICALS, INC., a Delaware corporation (VSL).
RECITALS
A. WHEREAS, VSL produces, markets and distributes a _____________
Questcor Pharmaceuticals. – a)
If to VSL:
VSL Pharmaceuticals. Inc.
500 E, Broward Blvd., Suite 1800
Ft. Lauderdale, FL 33394
Attention: CEO
(b)
If to Questcor:
Questcor Pharmaceuticals. Inc.
3260 Whipple Road
Union City, CA 94587
Attention: President & CEO
12
All notices shall be deemed given when received by the _____________
QUESTCOR PHARMACEUTICALS, – the parties hereto have duly executed this Agreement in multiple counterparts through their duly authorized representatives as of the date first above written.
QUESTCOR PHARMACEUTICALS, INC.
VSL PHARMACEUTICALS, INC.
By: /s/ CHARLES J. CASAMENTO
By: /s/ CLAUDIO DE SIMONE
Name: Charles J. Casamento
Name: Claudio De Simone
_____________
dt 135229
;
| VSL Pharmaceuticals, Inc.
|
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 | 2003 |
Co-Promotion Agreement
Co-Promotion Agreement (140K)
Doc #146232: Click preview link for longer preview.
CO-PROMOTION AGREEMENT
This CO-PROMOTION AGREEMENT (this "Agreement") is entered into and effective as of this 1st day of January, 2003 (the "Effective Date"), by and between LIGAND PHARMACEUTICALS INCORPORATED, a Delaware corporation ("Ligand"), and ORGANON PHARMACEUTICALS USA INC., a New Jersey corporation ("Co-Promotion Partner").
RECITALS
WHEREAS, Ligand has exclusive rights to market, sell and distribute the Product in the United States;
WHEREAS, Co-Promotion Partner is engaged in the business of and has expertise in, among other things, the promotion to physicians of pharmaceutical products; and
WHEREAS, Ligand and Co-Promotion Partner desire to work together to promote the Product in the United States upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. Capitalized terms used herein without definition shall have the meanings specified in this Section 1 (such definitions to be equally applicable to both the singular and plural forms of the terms defined). Unless otherwise specified, all references in this Agreement to "Sections" are to Sections of this Agreement.
"Act" shall mean the United States Federal Food, Drug and Cosmetic Act, as it may be amended from time to time.
"Affiliate" shall mean, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such Person. A Person shall be regarded as in control of another Person if such Person owns, or directly or indirectly controls, more than fifty percent (50%) of the voting securities (or comparable equity interests) or other ownership interests of the other Person, or if such Person directly or indirectly possesses the power to direct or cause the direction of the management or policies of the other Person, whether through the ownership of voting securities, by contract or any other means whatsoever.
"Agreement" shall mean this Agreement, together with all appendices, exhibits and schedules referenced herein or attached hereto, and as the same may be amended or supplemented from time to time hereafter pursuant to the provisions hereof.
"Applicable Laws and Regulations" shall mean all applicable federal, state and local laws, regulations, rules or guidelines that govern the services and transactions contemplated by this Agreement, including without limitation the Act and the Controlled Drug Substances Act, as the same may be amended from time to time.
--------------------------------------------------------------------------------
Certain confidential portions of this Exhibit were omitted by marking such portions with asterisks (the "Mark"). This Exhibit has been filed separately with the Secretary of the Commission without the Mark pursuant to the Company's Application Requesting Confidential Treatment under Rule 24b-2 under the 1934 Act.
{PAGE}
"Audited Party" shall have the meaning set forth in Section 9.2(a).
"Auditing Party" shall have the meaning set forth in Section 9.2(a).
"Budget" shall mean the annual budget for Shared Costs to be incurred by both parties in connection with the promotion and marketing of the Product, as annually prepared by the Commercial Committee and approved by the Steering Committee and included in each annual Marketing Plan.
"Change of Control" shall mean (a) the acquisition, directly or indirectly, by any Person or group of related Persons (other than any Person that controls, is controlled by or is under common control with a party) of beneficial ownership (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "34 Act")) of securities possessing more than fifty percent (50%) of the total combined voting power of a party's outstanding securities; (b) a merger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting power of such party's outstanding securities are transferred to a Person or Persons different from the Persons holding those securities immediately prior to such transaction; or (c) the sale, transfer or other disposition of all or substantially all of such party's assets.
"Commercially Reasonable Efforts" shall mean efforts and resources normally used by a party for a product owned by it or to which it has rights, which is of similar market potential at a similar stage in its development or product life, taking into account issues of safety, efficacy, product profile, the competitiveness of the marketplace, the proprietary position of the product, the regulatory structure involved, the profitability of the applicable products, and other relevant commercial factors.
"Contract Year" shall mean a 12-month period commencing as of January 1 and ending as of December 31. For the purposes of this Agreement, the first contract year shall commence on the Effective Date and end on December 31, 2003.
"Co-Promotion Partner" shall have the meaning set forth in the Preamble of this Agreement.
"Co-Promotion Partner Detail Report" shall have the meaning set forth in Section 3.2.
"Co-Promotion Partner Trademarks" shall mean the trademark Organon(R), any other related trademark or service mark containing the word "Organon."
"CRO" shall mean a contract research organization.
"DEA" shall mean the Drug Enforcement Agency, Department of Justice, or any successor entity thereto.
146232
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Clifford Chance
As referenced in this Co-Promotion Agreement:
Clifford Chance US – 10275 Science Center Drive
San Diego, CA 92121
Attn: General Counsel
Facsimile: (858) 550-1825
with a copy to:
Faye H. Russell, Esq.
Clifford Chance US LLP
3811 Valley Centre Drive, 2nd Floor
San Diego, CA 92130
Facsimile: (858) 720-3501
If to Co-Promotion Partner:
Organon Pharmaceuticals USA _____________
dt 212688
;
Elan
As referenced in this Co-Promotion Agreement:
Elan
Corp – and all other dosage strengths or presentations that may be marketed by Ligand)
of the once daily oral dosage microparticulate formulation, developed by Elan
Corp oration plc and Ligand, manufactured on behalf of, and marketed by, Ligand
under the trademark Avinza(R), and having morphine as its sole _____________
Elan
Corp – in full force and Ligand will use its
Commercially Reasonable Efforts to maintain such patents;
j. the Restated License and Supply Agreement among Elan
Corp oration PLC , Elan Management Ltd. and Ligand Pharmaceuticals Incorporated
has been executed and is in full force and effect, and all of Ligand' _____________
dt 206792
;
|
Ligand Pharma
As referenced in this Co-Promotion Agreement:
LIGAND PHARMACEUTICALS – PROMOTION AGREEMENT (this "Agreement") is entered into and
effective as of this 1st day of January, 2003 (the "Effective Date"), by and
between LIGAND PHARMACEUTICALS INCORPORATED, a Delaware corporation ("Ligand"),
and ORGANON PHARMACEUTICALS USA INC., a New Jersey corporation ("Co-Promotion
Partner").
RECITALS
WHEREAS, Ligand has exclusive rights _____________
Ligand Pharmaceuticals – its
Commercially Reasonable Efforts to maintain such patents;
j. the Restated License and Supply Agreement among Elan
Corporation PLC , Elan Management Ltd. and Ligand Pharmaceuticals Incorporated
has been executed and is in full force and effect, and all of Ligand's
obligations, conditions or commitments thereunder have been _____________
Ligand Pharmaceuticals – may from
time to time designate by written notice to the other in accordance with this
Section 14:
32
{PAGE}
If to Ligand:
Ligand Pharmaceuticals Incorporated
10275 Science Center Drive
San Diego, CA 92121
Attn: General Counsel
Facsimile: (858) 550-1825
with a copy to:
Faye H. Russell, _____________
LIGAND PHARMACEUTICALS – IN WITNESS WHEREOF, the parties have duly executed this Co-Promotion
Agreement as of the last date of a party's signature below.
LIGAND PHARMACEUTICALS INCORPORATED
By: /S/ DAVID E. ROBINSON
------------------------
Name: David E. Robinson
Title: Chairman of the Board, President and
Chief Executive Officer
Date: FEBRUARY 19, _____________
dt 196978
;
Organon Pharmaceuticals USA Inc.
|
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Promotion Agreement [Amended and Restated]
Promotion Agreement [Amended and Restated] (142K)
Doc #146455: Click preview link for longer preview.
AMENDED AND RESTATED PROMOTION AGREEMENT
Between
IMMUNEX CORPORATION,
AMERICAN HOME PRODUCTS CORPORATION
and
AMGEN INC.
for the Promotion of ENBREL(TM)(TNFR:Fc) in
North America
Dated as of December 16, 2001
================================================================================
{PAGE}
TABLE OF CONTENTS Page ----
ARTICLE 1. DEFINITIONS.........................................................2
ARTICLE 2. COORDINATORS.......................................................10
ARTICLE 3. ENBREL MANAGEMENT COMMITTEE........................................10
ARTICLE 4. PROMOTION RESPONSIBILITIES.........................................11
ARTICLE 5. ADDITIONAL IMMUNEX RESPONSIBILITIES................................15
ARTICLE 6. COMMERCIAL EXPENSES................................................18
ARTICLE 7. ENBREL PROMOTIONAL MATERIALS.......................................19
ARTICLE 8. COMPENSATION.......................................................20
ARTICLE 9. DETAILING REPORTS; ACTIVITY AUDITS; DETERMINATION OF DETAILS PERFORMED.................................................23
ARTICLE 10. NEW INDICATION EXPENSES...........................................25
ARTICLE 11. PATENTS...........................................................25
ARTICLE 12. COMPETITIVE PRODUCTS..............................................28
ARTICLE 13. ACCOUNTING AND RECORDS............................................29
ARTICLE 14. CURRENCY..........................................................30
ARTICLE 15. TRADEMARKS........................................................31
ARTICLE 16. CONFIDENTIAL INFORMATION..........................................32
ARTICLE 17. REPRESENTATIONS AND WARRANTIES....................................33
ARTICLE 18. INDEMNITIES.......................................................33
ARTICLE 19. PROMOTION TERM; TERMINATION OF AGREEMENT..........................35
ARTICLE 20. PUBLICATIONS; USE OF NAMES........................................37
ARTICLE 21. MISCELLANEOUS PROVISIONS..........................................39
SCHEDULE A TRADEMARKS EXHIBIT 1 PROCEDURES RE: TREATMENT OF CONFIDENTIAL INFORMATION
i
{PAGE}
AMENDED AND RESTATED
PROMOTION AGREEMENT
THIS AMENDED AND RESTATED PROMOTION AGREEMENT (the "Agreement"), dated the --------- 16th day of December, 2001, by and between IMMUNEX CORPORATION, a Washington corporation, having its principal place of business at 51 University Street, Seattle, Washington 98101, together with its Affiliates (as defined herein) ("Immunex"), AMERICAN HOME PRODUCTS CORPORATION ("AHPC"), a Delaware ------- ---- corporation, acting through its WYETH-AYERST LABORATORIES DIVISION, having a place of business at 555 East Lancaster Avenue, St. Davids, Pennsylvania 19087 ("Wyeth-Ayerst") and AMGEN INC., a Delaware corporation having its principal ------------ place of business at One Amgen Center Drive, Thousand Oaks, California 91320 ("Amgen"). -----
WITNESSETH:
WHEREAS, Immunex and Wyeth-Ayerst intend to market and sell in the Territory (as defined herein) a biological drug for rheumatoid arthritis under the trademark ENBREL(TM) (TNFR:Fc);
WHEREAS, Immunex and Wyeth-Ayerst have entered into a PROMOTION AGREEMENT dated September 25, 1997;
WHEREAS, Amgen, AMS Acquisition Inc., a Washington corporation and wholly owned subsidiary of Amgen ("Merger Sub"), and Immunex have entered into that ---------- certain Agreement and Plan of Merger of even date herewith (the "Merger ------ Agreement") pursuant to which Merger Sub will merge with and into Immunex with --------- Immunex surviving as a wholly owned subsidiary of Amgen (the "Merger"); ------
WHEREAS, Amgen, Immunex, AHPC and Wyeth-Ayerst desire to amend and restate the PROMOTION AGREEMENT and enter into an arrangement at and after the effective time of the Merger whereby the Parties (as defined herein) would jointly engage in tactical marketing and selling activities (as described more fully herein) to promote sales of Enbrel in the Territory under the terms and conditions set forth below;
WHEREAS, the execution of this Agreement by AHPC on the date hereof was a material inducement relied upon by Amgen in entering into the Merger Agreement; and
WHEREAS, Amgen shall cause Immunex to execute this Agreement as of the effective time of the Merger.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto, intending to be legally bound hereby, do hereby agree as follows:
{PAGE}
ARTICLE 1. DEFINITIONS -----------
The following terms shall, for the purposes of this Agreement, have the meanings designated to them under this Article 1 unless otherwise specifically indicated.
1.1 "Acquired Competitive Product" shall mean any Competitive Product (as ---------------------------- defined herein) which was acquired in any way by Wyeth-Ayerst or its Affiliates through the acquisition of all or substantially all of the stock or assets of a company; provided, however, that any such product shall not be deemed to be a Competitive Product for a period of [ * ] following the closing date of such acquisition.
1.2 "Affiliate" shall mean any corporation or business entity of which a --------- Party owns directly or indirectly, fifty percent (50%) or more of the assets or outstanding stock, or any corporation which a Party directly or indirectly controls, or any parent corporation that owns, directly or indirectly, fifty percent (50%) or more of the assets or outstanding stock of a Party, or directly or indirectly controls a Party. For purposes of this Agreement, each Party and the other Affiliates it controls shall not be deemed to be Affiliates of the other Party.
1.3 "Annual Shortfall Details" shall mean the greater of the number of ------------------------ Details (as defined herein) by which Wyeth-Ayerst has fallen short of [ * ] of the applicable (a) Annual Target Number of Details (as defined herein) or (b) Annual Target Number of Primary Details (as defined herein) in any Calendar Year (as defined herein).
1.4 "Annual Target Number of Details" shall mean the sum of the Quarterly ------------------------------- Target Number of Details (as defined herein) for a particular Calendar Year as established from time to time by the EMC (as defined herein) in the Marketing Plan (as defined herein) for each country in the Territory.
1.5 "Annual Target Number of Primary Details" shall mean the sum of the --------------------------------------- Quarterly Target Number of Primary Details (as defined herein) for a particular Calendar Year as established from time to time by the EMC in the Marketing Plan for each country in the Territory.
1.6 "BLA" shall mean a biologics license application, or any successor --- filing thereto.
1.7 "Business Day" shall mean any day which is not a Saturday, Sunday, or a ------------ day on which banks in the State of New York are authorized to close.
1.8 "CF&D Act" shall mean the Canada Food and Drug Act, as amended, and -------- regulations promulgated thereunder from time to time, including, but not limited to, guidelines and guidances issued by the HPB (as defined herein).
1.9 "Calendar Quarter" shall mean each three (3)-month period commencing ---------------- the first day of January, April, July and October of each Calendar Year.
146455
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Amgen
As referenced in this Promotion Agreement [Amended and Restated]:
AMGEN – treatment under Rule 406 of the Securities Act of
1933.
AMENDED AND RESTATED PROMOTION AGREEMENT
Between
IMMUNEX CORPORATION,
AMERICAN HOME PRODUCTS CORPORATION
and
AMGEN INC.
for the Promotion of ENBREL(TM)(TNFR:Fc) in
North America
Dated as of December 16, 2001
================================================================================
{PAGE}
TABLE OF CONTENTS
Page
----
_____________
AMGEN – through its WYETH-AYERST LABORATORIES DIVISION, having a
place of business at 555 East Lancaster Avenue, St. Davids, Pennsylvania 19087
("Wyeth-Ayerst") and AMGEN INC., a Delaware corporation having its principal
------------
place of business at One Amgen Center Drive, Thousand Oaks, California 91320
("Amgen").
-----
WITNESSETH:
WHEREAS, Immunex _____________
Amgen – East Lancaster Avenue, St. Davids, Pennsylvania 19087
("Wyeth-Ayerst") and AMGEN INC., a Delaware corporation having its principal
------------
place of business at One Amgen Center Drive, Thousand Oaks, California 91320
("Amgen").
-----
WITNESSETH:
WHEREAS, Immunex and Wyeth-Ayerst intend to market and sell in the
Territory (as defined _____________
"Amgen" – Wyeth-Ayerst") and AMGEN INC., a Delaware corporation having its principal
------------
place of business at One Amgen Center Drive, Thousand Oaks, California 91320
("Amgen" ).
-----
WITNESSETH:
WHEREAS, Immunex and Wyeth-Ayerst intend to market and sell in the
Territory (as defined herein) a biological drug for rheumatoid _____________
Amgen, – under
the trademark ENBREL(TM) (TNFR:Fc);
WHEREAS, Immunex and Wyeth-Ayerst have entered into a PROMOTION
AGREEMENT dated September 25, 1997;
WHEREAS, Amgen, AMS Acquisition Inc., a Washington corporation and wholly
owned subsidiary of Amgen ("Merger Sub"), and Immunex have entered into that
----------
certain Agreement _____________
dt 91416
;
Wyeth
As referenced in this Promotion Agreement [Amended and Restated]:
WYETH- – Street,
Seattle, Washington 98101, together with its Affiliates (as defined herein)
("Immunex"), AMERICAN HOME PRODUCTS CORPORATION ("AHPC"), a Delaware
------- ----
corporation, acting through its WYETH- AYERST LABORATORIES DIVISION, having a
place of business at 555 East Lancaster Avenue, St. Davids, Pennsylvania 19087
("Wyeth-Ayerst") and AMGEN INC., a _____________
"Wyeth- – Delaware
------- ----
corporation, acting through its WYETH-AYERST LABORATORIES DIVISION, having a
place of business at 555 East Lancaster Avenue, St. Davids, Pennsylvania 19087
("Wyeth- Ayerst") and AMGEN INC., a Delaware corporation having its principal
------------
place of business at One Amgen Center Drive, Thousand Oaks, California 91320
("Amgen").
-----
_____________
Wyeth- – a Delaware corporation having its principal
------------
place of business at One Amgen Center Drive, Thousand Oaks, California 91320
("Amgen").
-----
WITNESSETH:
WHEREAS, Immunex and Wyeth- Ayerst intend to market and sell in the
Territory (as defined herein) a biological drug for rheumatoid arthritis under
the trademark ENBREL(TM) ( _____________
Wyeth- – sell in the
Territory (as defined herein) a biological drug for rheumatoid arthritis under
the trademark ENBREL(TM) (TNFR:Fc);
WHEREAS, Immunex and Wyeth- Ayerst have entered into a PROMOTION
AGREEMENT dated September 25, 1997;
WHEREAS, Amgen, AMS Acquisition Inc., a Washington corporation and wholly
owned subsidiary _____________
Wyeth- – will merge with and into Immunex with
---------
Immunex surviving as a wholly owned subsidiary of Amgen (the "Merger");
------
WHEREAS, Amgen, Immunex, AHPC and Wyeth- Ayerst desire to amend and restate
the PROMOTION AGREEMENT and enter into an arrangement at and after the effective
time of the Merger _____________
dt 91176
;
| Immunex Corporation;
American Home Products Corporation
|
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 | 2001 |
Co-Promotion Agreement
Co-Promotion Agreement (267K)
Doc #146790: Click preview link for longer preview.
CO-PROMOTION AGREEMENT
BY AND BETWEEN
GENENTECH, COR THERAPEUTICS
AND
SCHERING SALES MANAGEMENT, INC. {PAGE}
TABLE OF CONTENTS
{TABLE} {CAPTION} Page ---- {S} {C} ARTICLE 1. DEFINITIONS...................................................................................................... 2 ----------- 1.1 "Affiliate"...................................................................................................... 2 --------- 1.2 "Agreement"...................................................................................................... 2 --------- 1.3 "Agreement Quarter".............................................................................................. 2 ----------------- 1.4 "Agreement Year"................................................................................................. 2 --------------- 1.5 "Change in Control".............................................................................................. 2 ----------------- 1.6 "Clinical Supplies".............................................................................................. 2 ----------------- 1.7 "Competing GP IIb-IIIa Inhibitor Product"........................................................................ 2 --------------------------------------- 1.8 "Competing Thrombolytic Product"................................................................................. 2 ------------------------------ 1.9 "Confidential Information"....................................................................................... 3 ------------------------ 1.10 "Controlled by".................................................................................................. 3 ------------- 1.11 "Co-promotion Term".............................................................................................. 3 ----------------- 1.12 "Diligent Efforts"............................................................................................... 3 ---------------- 1.13 "Effective Date"................................................................................................. 3 -------------- 1.14 "Execution Date"................................................................................................. 3 -------------- 1.15 "ERISA".......................................................................................................... 3 ----- 1.16 "FDA"............................................................................................................ 3 --- 1.17 "GENENTECH Baseline Annual Sales"................................................................................ 3 ------------------------------- 1.18 "GENENTECH Combination Product".................................................................................. 3 ----------------------------- 1.19 "GENENTECH Compounds"............................................................................................ 3 ------------------- 1.20 "GENENTECH Hospitals"............................................................................................ 3 ------------------- 1.21 "GENENTECH Know-How"............................................................................................. 4 ------------------ 1.22 "GENENTECH Net Sales"............................................................................................ 4 ------------------- 1.23 "GENENTECH Patents".............................................................................................. 5 ----------------- 1.24 "GENENTECH Performance Compensation"............................................................................. 5 ---------------------------------- 1.25 "GENENTECH Products"............................................................................................. 5 ------------------ 1.26 "GENENTECH Sales Force".......................................................................................... 5 --------------------- 1.27 "GENENTECH Trademarks"........................................................................................... 5 -------------------- 1.28 "IND"............................................................................................................ 5 --- {/TABLE}
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. {PAGE}
TABLE OF CONTENTS
{TABLE} {CAPTION} Page ---- {S} {C} 1.29 "INTEGRILIN Baseline Annual Sales"............................................................................ 6 -------------------------------- 1.30 "INTEGRILIN Combination Product".............................................................................. 6 ------------------------------ 1.31 "INTEGRILIN Compound"......................................................................................... 6 ------------------- 1.32 "INTEGRILIN Net Sales"........................................................................................ 6 -------------------- 1.33 "INTEGRILIN PARTNERS Know-How"................................................................................ 7 ---------------------------- 1.34 "INTEGRILIN Patents".......................................................................................... 7 ------------------ 1.35 "INTEGRILIN Performance Compensation"......................................................................... 7 ----------------------------------- 1.36 "INTEGRILIN Products"......................................................................................... 7 ------------------- 1.37 "INTEGRILIN Reported Sales"................................................................................... 7 ------------------------- 1.38 "INTEGRILIN Sales Force"...................................................................................... 7 ---------------------- 1.39 "INTEGRILIN Trademark"........................................................................................ 8 -------------------- 1.40 "Joint Hospitals"............................................................................................. 8 --------------- 1.41 "Laws"........................................................................................................ 8 ---- 1.42 "NDA"......................................................................................................... 8 --- 1.43 "NDA Approval"................................................................................................ 8 ------------ 1.44 "Party"....................................................................................................... 8 ----- 1.45 "Performance Compensation".................................................................................... 8 ------------------------ 1.46 "Person"...................................................................................................... 8 ------ 1.47 "Products".................................................................................................... 8 -------- 1.48 "Promotion"................................................................................................... 8 --------- 1.49 "Regulatory Approval"......................................................................................... 8 ------------------- 1.50 "Regulatory Authority"........................................................................................ 8 -------------------- 1.51 "Sales Force Personnel"....................................................................................... 9 --------------------- 1.52 "Serious adverse event" and "Non-serious adverse event"....................................................... 9 ----------------------------------------------------- 1.53 "Strategic Promotional Decisions"............................................................................. 9 ------------------------------- 1.54 "Target Bonus"................................................................................................ 9 ------------ 1.55 "Technology".................................................................................................. 9 ---------- 1.56 "Territory"................................................................................................... 9 ---------- 1.57 "Third Party(ies)"............................................................................................ 9 ---------------- [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. {/TABLE}
ii. {PAGE}
TABLE OF CONTENTS
{TABLE} {CAPTION} Page ---- {S} {C} ARTICLE 2. GRANT OF RIGHTS TO THE INTEGRILIN PARTNERS; GENENTECH RESERVED RIGHTS; NON-COMPETITION; EXTENSIONS -------------------------------------------------------------------------------------------------- OF EXCLUSIVITY.................................................................................................... 10 -------------- 2.1 Engagement of the INTEGRILIN PARTNERS............................................................................. 10 ------------------------------------- 2.2 GENENTECH Reserved Rights......................................................................................... 10 ------------------------- 2.3 Noncompetition.................................................................................................... 10 -------------- 2.4 Effect of Acquisition of Competing Product........................................................................ 11 ------------------------------------------ ARTICLE 3. GRANT OF RIGHTS TO GENENTECH; INTEGRILIN PARTNERS RESERVED RIGHTS; NON-COMPETITION; EXTENSIONS OF EXCLUSIVITY..... 12 ------------------------------------------------------------------------------------------------------------- 3.1 Engagement of GENENTECH........................................................................................... 12 ----------------------- 3.2 INTEGRILIN PARTNERS Reserved Rights............................................................................... 12 ----------------------------------- 3.3 Noncompetition.................................................................................................... 13 -------------- 3.4 Effect of Acquisition of Competing GP IIb-IIIa Inhibitor Product.................................................. 13 ---------------------------------------------------------------- ARTICLE 4. PROMOTION, COMMERCIALIZATION AND DISTRIBUTION OF PRODUCTS......................................................... 15 --------------------------------------------------------- 4.1 General Diligence Obligation...................................................................................... 15 ---------------------------- 4.2 Strategic Promotional Decisions................................................................................... 15 ------------------------------- 4.3 Sales Force Coordination.......................................................................................... 15 ------------------------ 4.4 Regulatory Approvals.............................................................................................. 15 -------------------- 4.5 Managed Care and Formulary Relationships.......................................................................... 15 ---------------------------------------- 4.6 No Adverse Change to a Party's Rights Without Its Consent......................................................... 16 --------------------------------------------------------- 4.7 Sales Force Deployment............................................................................................ 16 ---------------------- 4.8 Sales Forces...................................................................................................... 17 ------------ 4.9 Promotional and Advertising Responsibilities...................................................................... 24 -------------------------------------------- 4.10 Medical Education Programs........................................................................................ 28 -------------------------- 4.11 Clinical Trials................................................................................................... 28 --------------- 4.12 Bonus Structure of the INTEGRILIN PARTNERS Sales Force Personnel.................................................. 30 ---------------------------------------------------------------- 4.13 Bonus Structure of the GENENTECH Sales Force Personnel............................................................ 30 ------------------------------------------------------ 4.14 Management of Sales Force Personnel............................................................................... 31 ----------------------------------- {/TABLE}
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
iii. {PAGE}
TABLE OF CONTENTS
{TABLE} {CAPTION} Page ---- {S} {C} 4.15 Management of the Collaboration Between Genentech and the Integrilin Partners...................................... 31 ----------------------------------------------------------------------------- ARTICLE 5. PRODUCT PRICING; REVENUE RECOGNITION; MANUFACTURING................................................................ 32 --------------------------------------------------- 5.1 Product Pricing.................................................................................................... 32 --------------- 5.2 Revenue Recognition................................................................................................ 32 ------------------- 5.3 Supply of GENENTECH Product........................................................................................ 33 --------------------------- 5.4 Supply of INTEGRILIN PRODUCT....................................................................................... 34 ---------------------------- ARTICLE 6. TRADEMARKS AND COPYRIGHTS.......................................................................................... 35 ------------------------- 6.1 GENENTECH Trademarks............................................................................................... 35 -------------------- 6.2 INTEGRILIN Trademarks.............................................................................................. 36 --------------------- ARTICLE 7. COMMITMENT TO CERTAIN SPENDING BY INTEGRILIN PARTNERS.............................................................. 37 ----------------------------------------------------- 7.1 NRMI and Related Programs.......................................................................................... 37 ------------------------- 7.2 Promotional Materials and Sales Training Reimbursement............................................................. 38 ------------------------------------------------------ 7.3 Timing of Payments................................................................................................. 38 ------------------ ARTICLE 8. TRAINING OF SALES FORCES........................................................................................... 38 ------------------------ 8.1 General Training................................................................................................... 38 ---------------- 8.2 GENENTECH Product Training......................................................................................... 38 -------------------------- 8.3 INTEGRILIN Product Training........................................................................................ 38 --------------------------- 8.4 Expenses........................................................................................................... 39 -------- 8.5 Training Materials................................................................................................. 39 ------------------ ARTICLE 9. FORCE MAJEURE...................................................................................................... 40 ------------- ARTICLE 10. CERTAIN REGULATORY MATTERS CONCERNING GENENTECH PRODUCTS; PRODUCT RECALL........................................... 41 ------------------------------------------------------------------------ 10.1 General Control in GENENTECH....................................................................................... 41 ---------------------------- 10.2 Efficacy and Safety Information.................................................................................... 41 ------------------------------- 10.3 Notification of Adverse Events; Reporting to Regulatory Authorities................................................ 42 ------------------------------------------------------------------- 10.4 Response by the INTEGRILIN PARTNERS to Regulatory Inquiries........................................................ 43 ----------------------------------------------------------- 10.5 GENENTECH Product Quality Complaint................................................................................ 43 ----------------------------------- {/TABLE}
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
iv. {PAGE}
TABLE OF CONTENTS
{TABLE} {CAPTION} Page ---- {S} {C} 10.6 Medical Inquiries.................................................................................................. 43 ----------------- 10.7 Product Recall..................................................................................................... 44 -------------- ARTICLE 11. CERTAIN REGULATORY MATTERS CONCERNING INTEGRILIN PRODUCTS; PRODUCT RECALL.......................................... 44 ------------------------------------------------------------------------- 11.1 General Control in INTEGRILIN PARTNERS............................................................................. 44 -------------------------------------- 11.2 Efficacy and Safety Information.................................................................................... 44 ------------------------------- 11.3 Notification of Adverse Events; Reporting to Regulatory Authorities................................................ 45 ------------------------------------------------------------------- 11.4 Response by GENENTECH to Regulatory Inquiries...................................................................... 46 --------------------------------------------- 11.5 INTEGRILIN Product Quality Complaint............................................................................... 46 ------------------------------------ 11.6 Medical Inquiries.................................................................................................. 47 ----------------- 11.7 Product Recall..................................................................................................... 47 -------------- ARTICLE 12. COMPLIANCE WITH LAW AND LABELING................................................................................... 47 -------------------------------- 12.1 Compliance with Laws............................................................................................... 47 -------------------- 12.2 Maintenance of Authorizations...................................................................................... 48 ----------------------------- ARTICLE 13. CO-PROMOTION PERFORMANCE COMPENSATION.............................................................................. 48 ------------------------------------- 13.1 Compensation to Genentech.......................................................................................... 48 ------------------------- 13.2 Compensation to INTEGRILIN PARTNERS................................................................................ 49 ----------------------------------- 13.3 Shortfall in Sales Effort.......................................................................................... 49 ------------------------- 13.4 Currency; Bank Account; Tax Withholdings........................................................................... 50 ---------------------------------------- 13.5 Payment............................................................................................................ 50 ------- 13.6 Exchange of Sales Data............................................................................................. 53 ---------------------- ARTICLE 14. DISPUTE RESOLUTION................................................................................................. 53 ------------------ 14.1 Dispute Resolution................................................................................................. 53 ------------------ 14.2 No Limitation...................................................................................................... 53 ------------- ARTICLE 15. CO-PROMOTION TERM AND TERMINATION.................................................................................. 53 --------------------------------- 15.1 Co-promotion Term; Term of Agreement............................................................................... 53 ------------------------------------ 15.2 Termination by the INTEGRILIN PARTNERS............................................................................. 53 -------------------------------------- 15.3 Termination by GENENTECH........................................................................................... 55 ------------------------ 15.4 Insolvency......................................................................................................... 56 ---------- 15.5 Survival of Obligations............................................................................................ 56 ----------------------- [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. {/TABLE}
v. {PAGE}
TABLE OF CONTENTS
{TABLE} {CAPTION} Page ---- {S} {C} 15.6 Effect of Termination.............................................................................................. 57 --------------------- ARTICLE 16. INDEMNIFICATION AND INSURANCE; INFRINGEMENT PROCEEDINGS............................................................ 57 ------------------------------------------------------- 16.1 Indemnification by GENENTECH....................................................................................... 57 ---------------------------- 16.2 Indemnification by the INTEGRILIN PARTNERS......................................................................... 58 ------------------------------------------ 16.3 Indemnification Procedure.......................................................................................... 58 ------------------------- 16.4 Insurance.......................................................................................................... 59 --------- 16.5 Infringement of GENENTECH Product Claimed by a Third Party......................................................... 59 ---------------------------------------------------------- 16.6 Infringement of INTEGRILIN Product Claimed by a Third Party........................................................ 60 ----------------------------------------------------------- ARTICLE 17. CONFIDENTIALITY.................................................................................................... 60 --------------- 17.1 Confidential Information........................................................................................... 60 ------------------------ 17.2 Required Disclosures............................................................................................... 61 -------------------- 17.3 Duration........................................................................................................... 62 -------- 17.4 Novation........................................................................................................... 62 -------- ARTICLE 18. REPRESENTATIONS AND WARRANTIES..................................................................................... 62 ------------------------------ 18.1 Mutual Representations and Warranties.............................................................................. 62 ------------------------------------- 18.2 GENENTECH's Representations and Warranties......................................................................... 63 ------------------------------------------ 18.3 COR's Representations and Warranties............................................................................... 63 ------------------------------------ 18.4 SCHERING's Representations and Warranties.......................................................................... 64 ----------------------------------------- ARTICLE 19. NOTICES............................................................................................................ 64 ------- 19.1 Notices............................................................................................................ 64 ------- ARTICLE 20. MISCELLANEOUS PROVISIONS........................................................................................... 65 ------------------------ 20.1 Assignment......................................................................................................... 65 ---------- 20.2 Non-Waiver......................................................................................................... 66 ---------- 20.3 Entirety of Agreement.............................................................................................. 66 --------------------- 20.4 Public Announcements............................................................................................... 66 -------------------- 20.5 Governing Law...................................................................................................... 66 ------------- 20.6 Relationship of the Parties........................................................................................ 66 --------------------------- 20.7 Collaboration Agreement............................................................................................ 66 ----------------------- 20.8 Counterparts....................................................................................................... 67 ------------ [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. {/TABLE}
vi. {PAGE}
Execution Copy CO-PROMOTION AGREEMENT
This Co-promotion Agreement is made as of January 1, 2001 (the "Effective Date"), by and between Genentech, Inc., a Delaware corporation, having a place of business at 1 DNA Way, South San Francisco, California 94080 ("GENENTECH"), COR Therapeutics, Inc., a Delaware corporation having a place of business at 256 East Grand Avenue, South San Francisco, California 94080 ("COR") and Schering Sales Management, Inc., a Nevada corporation, having a place of business at 12125 Moya Boulevard, Reno, Nevada 89506-2600 ("SCHERING").
W I T N E S S E T H: - - - - - - - - - -
WHEREAS, COR and SCHERING (collectively, the "INTEGRILIN PARTNERS" and each individually an "INTEGRILIN PARTNER") market and distribute INTEGRILIN(R) (eptifibatide) Injection ("Integrilin") in the United States in accordance with the labeling approved by the U.S. Food and Drug Administration; and
WHEREAS, GENENTECH and its Affiliates are engaged in the business of marketing pharmaceutical products to hospitals; and
WHEREAS, the INTEGRILIN PARTNERS wish to engage GENENTECH to assist the INTEGRILIN PARTNERS in the promotion of Integrilin in the Territory (as defined below), and GENENTECH desires to have the right to copromote said product, upon the terms specified in this Agreement; and
WHEREAS, GENENTECH markets and distributes TNKase(TM) (tenecteplase) ("TNK") and Activase(R) (alteplase, recombinant)("TPA") in the United States in accordance with the labeling approved by the U.S. Food and Drug Administration; and
WHEREAS, the INTEGRILIN PARTNERS and their Affiliates are engaged in the business of marketing pharmaceutical products to hospitals; and
WHEREAS, GENENTECH wishes to engage the INTEGRILIN PARTNERS to assist GENENTECH in the promotion of TNK and TPA in the Territory (as defined below), and the INTEGRILIN PARTNERS desire to have the right to copromote said products, upon the terms specified in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and intending to be legally bound hereby, the Parties hereto agree as follows:
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 1. {PAGE}
ARTICLE 1. Definitions -----------
For purposes of this Agreement, the following terms, whether used in the singular or plural, shall have the corresponding meanings set forth below:
1.1 "Affiliate" means, with respect to any Person, any other Person that --------- directly or indirectly controls, is controlled by, or is under common control with, such Person. A Person shall be regarded as in control of another Person if it/he/she owns, or directly or indirectly controls, more than fifty percent (50%) of the voting securities (or comparable equity interests) or other ownership interests of the other Person, or if it/he/she directly or indirectly possesses the power to direct or cause the direction of the management or policies of the other Person, whether through the ownership of voting securities, by contract or any other means whatsoever. Notwithstanding the foregoing, for purposes of this Agreement, F. Hoffmann-La Roche Ltd and its affiliates (other than wholly owned subsidiaries of Genentech) shall not be considered Affiliates of Genentech.
1.2 "Agreement" means this agreement, together with all appendices, --------- exhibits and schedules hereto, and as the same may be amended or supplemented from time to time hereafter by a written agreement duly executed by authorized representatives of each Party hereto.
1.3 "Agreement Quarter" means each three-month period commencing on the ----------------- first day of January, April, July, or October, as the case may be, during the Co-promotion Term, provided that the first Agreement Quarter shall commence on -------- the Effective Date and end on March 31, 2001.
1.4 "Agreement Year" means each 12-month period commencing on January 1 --------------- and ending on December 31 during the Co-promotion Term, provided that the first -------- Agreement Year shall commence on the Effective Date and end on December 31, 2001.
1.5 "Change in Control" means, with respect to a hospital, any sale of ----------------- voting securities or sale of assets (whether by sale, merger, combination, consolidation, reorganization, share exchange, or otherwise) which, directly or indirectly, (i) transfers over 50% of the assets of such hospital to any entity other than an Affiliate of such hospital existing as of the Effective Date, or (ii) results in any entity, other than an Affiliate of such hospital existing as of the Effective Date, becoming the beneficial owner, directly or indirectly, of fifty percent (50%) or more of those securities entitled to vote for the election of directors of such hospital.
1.6 "Clinical Supplies" means any and all [*] (whether [*] or [*]), [*] ------------------ or other similar materials used in connection with a clinical study.
1.7 "Competing GP IIb-IIIa Inhibitor Product" has the meaning set forth --------------------------------------- in Section 3.3 hereof.
1.8 "Competing Thrombolytic Product" has the meaning set forth in Section ------------------------------ 2.3 hereof.
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Genentech
As referenced in this Co-Promotion Agreement:
Genentech, Inc – PAGE}
Execution Copy
CO-PROMOTION AGREEMENT
This Co-promotion Agreement is made as of January 1, 2001 (the
"Effective Date"), by and between Genentech, Inc ., a Delaware corporation,
having a place of business at 1 DNA Way, South San Francisco, California 94080
("GENENTECH"), COR Therapeutics, Inc., a _____________
Genentech, Inc – forth below or to such other
address or addresses as shall be designated in writing in the same matter:
(a) If to GENENTECH:
Genentech, Inc .
1 DNA Way
South San Francisco, CA 94080
Attn: Corporate Secretary
Fax: 650.952.9881
with a copy to the attention of _____________
GENENTECH, INC – SALES MANAGEMENT, INC.
By: /s/ Vaughn M. Kailian By: /s/ David Poorvin
-------------------------------- ---------------------------
Vaughn M. Kailian Dr. David Poorvin
President and CEO Vice President
GENENTECH, INC .
By: /s/ Arthur D. Levinson
--------------------------------
Arthur D. Levinson
Chief Executive Officer
By: /s/ Myrtle S. Potter
--------------------------------
Myrtle S. Potter
Executive Vice President, _____________
dt 204191
;
Schering Sales Management, Inc.;
| Cor Therapeutics Inc / De
|
Preview
Full Doc
 | 2001 |
Co-Promotion Agreement
Co-Promotion Agreement (130K)
Doc #146880: Click preview link for longer preview.
Co-Promotion Agreement
This Co-Promotion Agreement is entered as of May 7, 1999 (the "Effective Date") by and between Abbott Laboratories Inc. ("Abbott"), an Illinois corporation, with a place of business at 100 Abbott Park Road, Abbott Park, Illinois 60064-6400, and SangStat Medical Corporation ("SangStat") a Delaware corporation, with a place of business at 1505 Adams Drive, Menlo Park, California 94025.
Whereas , Abbott and SangStat are each developing a generic capsule formulation of cyclosporine which capsule is intended to be AB-rated equivalent to Neoral (as defined below);
Whereas , SangStat is currently marketing an oral solution cyclosporine product known as SangCya (Cyclosporine Oral Solution, USP [Modified]) that is AB-rated equivalent to Neoral;
Whereas , by combining SangStat's strengths in the transplant market, its portfolio of transplant-related products already on the market, and its technology in the field of at-home testing devices with Abbott's strengths in managed care and its technology in the field of assay development; Abbott and SangStat will create a stronger competitor to Novartis (as defined below), the market leader, than would otherwise prevail in the absence of this Agreement thereby enhancing competition;
Whereas , Abbott wishes SangStat to co-promote and sell Abbott's generic capsule formulation of cyclosporine under the terms and conditions set forth herein; and
Whereas , SangStat wishes Abbott to co-promote SangStat's generic capsule formulation of cyclosporine, along with SangCya and CycloTech (as defined below), under the terms and conditions set forth herein.
Now, therefore, in consideration of the foregoing, of the mutual covenants and undertakings contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound hereby agree as follows:
- Definitions
- "Abbott Detailing Commitment" has the meaning set forth in Section 3.2.3.
- "Acquiror" has the meaning set forth in Section 14.4.
- "Adverse Ruling" has the meaning set forth in Section 14.2.2.
- "Affiliate" means an entity controlling, controlled by, or under common control with a party to this Agreement. For purposes of this definition, "control" or any correlative form thereof, means the ownership of more than fifty percent of the voting stock of such entity, or if such entity is not a corporation, the ability to control the day-to-day operations and business of such entity.
- "ANDA" means an Abbreviated New Drug Application as such is defined by the FDA.
- "Base Rate" has the meaning set forth in Section 6.4.
- "Capsule Product" means a Party's, or any of its Affiliate's, generic capsule or tablet dosage form for which such Party either intends to seek, is seeking or has received Regulatory Approval and is an AB-rated product equivalent to Neoral or Sandimmune. The current expected Capsule Products are more particularly described in Exhibit A hereto.
- "Commercially Reasonable Efforts" means, with respect to each Party, efforts which are consistent with those utilized by such Party for its own internally-developed or in-licensed pharmaceutical products of similar market potential, at a similar stage of its product life, taking into account the existence of other competitive products in the market place or under development, the proprietary position of the product, the profitability of the product and other relevant factors.
- "Commission" means any commission due Abbott on SangCya, Sang-2000 or CycloTech.
- "Co-Promotion Committee" has the meaning set forth in Section 5.1.2.
- "Co-Promotion Plan" means, for any period, a written plan developed by SangStat and Abbott for such period that has been approved by the Executive Steering Committee and that sets forth the key elements of the sales and marketing strategy for the Products, including, without limitation, plans for promotional materials, clinical trials and studies, trade show participation, and advertising, which may include the elements set forth on Exhibit B.
- "CycloStat System" means the combination of the Abbott TDx assay and SangStat's CycloStat device.
- "CycloTech" means the dispensing device used in conjunction with SangCya, and which received 510(k) approval from the FDA on August 18, 1998, and which is more particularly described in Exhibit A.
- "CycloTech Commission Rate" has the meaning set forth in Section 6.5.3.
- "DDMAC" means the FDA's Division of Drug Marketing, Advertising and Communications.
- "Detailing" means the act of promoting a Product in the Territory through Physician Details and Sales Calls.
- "Detail Year" means, with respect to the Products, the calendar year. The first Detail Year shall commence on the earlier of Abbott's Launch Date for SangCya or ninety (90) days after the Effective Date and end December 31, 1999.
- "Development Committee" has the meaning set forth in Section 5.2.
- "Development Costs" means, with respect to a Product, the costs and expenses incurred by a Party in connection with designing and conducting (including, but not limited to, data monitoring, data collection, data analysis, physicians' and center fees, investigator meetings, external consultants and clinical research organizations) Phase IV clinical trials for such Product which have been approved by the Executive Steering Committee. Development Costs shall include the cost of all Product used in such clinical trials (calculated as the Manufacturing Cost for such Product), and reasonable internal costs directly relating to designing or conducting such clinical trials. The initial budget for Development Costs is set forth in Section 7.2.4. Development Costs do not include any overhead or other costs unless they are attributable to designing or conducting such clinical trials.
146880
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Abbott Labs
As referenced in this Co-Promotion Agreement:
Abbott Laboratories – with the SEC.
Co-Promotion Agreement
This Co-Promotion Agreement is entered as of May 7, 1999 (the "Effective Date") by and between Abbott Laboratories Inc. ("Abbott"), an Illinois corporation, with a place of business at 100 Abbott Park Road, Abbott Park, Illinois 60064-6400, and SangStat Medical _____________
Abbott Laboratories – be executed in any number of counterparts and may be executed by facsimile. All counterparts shall collectively constitute one and the same Agreement.
Abbott Laboratories Inc.
SangStat Medical Corporation
Arthur Higgins
Senior Vice President
Jean-Jacques Bienaim
President and Chief Executive Officer
[ * ] This information has been omitted based _____________
dt 90541
;
Novartis
As referenced in this Co-Promotion Agreement:
Novartis – s strengths in managed care and its technology in the field of assay development; Abbott and SangStat will create a stronger competitor to Novartis (as defined below), the market leader, than would otherwise prevail in the absence of this Agreement thereby enhancing competition;
Whereas, Abbott wishes _____________
Novartis. – the labeling of which the FDA has ordered changed to Neoral (Cyclosporine Capsules or Oral Solution, USP [Modified]), which is currently marketed by Novartis.
"Net Distribution Margin" for a period means, with respect to each Product, the Net Sales for such Product less (i) Manufacturing Cost _____________
"Novartis" – etc., granted for such Product when it is sold alone.
"Non-Reporting Party" has the meaning set forth in Section 6.8.4.
"Novartis" means Novartis A.G. or any of its Affiliates.
"Orders" has the meaning set forth in Section 6.9.
"Other Cyclosporine Product" _____________
Novartis – for such Product when it is sold alone.
"Non-Reporting Party" has the meaning set forth in Section 6.8.4.
"Novartis" means Novartis A.G. or any of its Affiliates.
"Orders" has the meaning set forth in Section 6.9.
"Other Cyclosporine Product" means any cyclosporine _____________
Novartis. – gelatin capsules (cyclosporine capsules, USP), oral solution (cyclosporine oral solution, USP) and injection (cyclosporine concentrate for injection, USP), which is currently marketed by Novartis.
"Sang-2000" means the Capsule Product that is being developed by SangStat or its Affiliates and for which SangStat or an Affiliate _____________
dt 90878
;
|
Sangstat Medical
As referenced in this Co-Promotion Agreement:
SangStat Medical Corp – Abbott Laboratories Inc. ("Abbott"), an Illinois corporation, with a place of business at 100 Abbott Park Road, Abbott Park, Illinois 60064-6400, and SangStat Medical Corp oration ("SangStat") a Delaware corporation, with a place of business at 1505 Adams Drive, Menlo Park, California 94025.
Whereas, Abbott and SangStat are _____________
SangStat Medical Corp – any number of counterparts and may be executed by facsimile. All counterparts shall collectively constitute one and the same Agreement.
Abbott Laboratories Inc.
SangStat Medical Corp oration
Arthur Higgins
Senior Vice President
Jean-Jacques Bienaim
President and Chief Executive Officer
[ * ] This information has been omitted based on a request _____________
dt 193357
|
Preview
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CO-Promotion Agreement
CO-Promotion Agreement (104K)
Doc #281595: Click preview link for longer preview.
Final
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.
CO-PROMOTION AGREEMENT
This Co-promotion Agreement (hereafter, the "AGREEMENT") is entered
into as of October 29, 2003, by and between Kos Pharmaceuticals, Inc., a Florida
corporation ("KOS"), and Takeda Pharmaceuticals North America, Inc., a Delaware
corporation ("TPNA"), for the marketing . . .
281595
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KOS Pharma
As referenced in this CO-Promotion Agreement:
Kos Pharmaceuticals, – SUCH OMISSIONS.
CO-PROMOTION AGREEMENT
This Co-promotion Agreement (hereafter, the "AGREEMENT") is entered
into as of October 29, 2003, by and between Kos Pharmaceuticals, Inc., a Florida
corporation ("KOS"), and Takeda Pharmaceuticals North America, Inc., a Delaware
corporation ("TPNA"), for the marketing of Kos' fixed-dose _____________
Kos Pharmaceuticals, – if delivered in person, on the date of delivery to the address set forth
below as proven by written signature of the recipient.
Kos Pharmaceuticals, Inc:
1001 Brickell Bay Drive
25th Floor
Miami, Florida 33131
Facsimile: (305) 577-4596
Attention: Adrian Adams, President and
Chief Executive Officer
_____________
KOS PHARMACEUTICALS, – or remedies.
31
{PAGE}
NOW THEREFORE, the Parties, through their authorized officers, have
executed this Agreement as of the date first written above.
KOS PHARMACEUTICALS, INC TAKEDA PHARMACEUTICALS NORTH AMERICA, INC.
By: By:
-------------------------------- --------------------------------------
Name: Name: Mark Booth
Title: Title: President
Date: Date:
------------------------------ ------------------------------------
32
{/TEXT}
{/DOCUMENT} _____________
dt 221584
| |
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 | 2001 |
Copromotion Agreement
Copromotion Agreement (165K)
Doc #281716: Click preview link for longer preview.
COPROMOTION AGREEMENT
BETWEEN
NOVAVAX, INC.
AND
KING PHARMACEUTICALS, INC.
JANUARY 8, 2001
{PAGE} 2
TABLE OF CONTENTS {TABLE} {S} {C} 1. DEFINITIONS................................................................1
2. GRANT OF RIGHTS............................................................2 2.1 Grant of Rights to KING...............................................2 2.2 Grant of Rights to NOVAVAX............................................2 2.3 Trademark.............................................................2
3. RESPONSIBILITIES OF KING...................................................4 3.1 Promotion by KING.....................................................4 3.2 Manufacture, Shipment, Etc. of the KING Products......................6 3.3 KING Detail and Sales Reports.........................................6 3.4 KING Sales Force......................................................7
4. RESPONSIBILITIES OF NOVAVAX................................................8 4.1 Promotion of Copromote Products by NOVAVAX............................8 4.2 Manufacture, Shipment, Etc. of the NOVAVAX Products...................9 4.3 NOVAVAX Detail and Sales Reports.....................................10 4.4 NOVAVAX Sales Force..................................................11
5. TRAINING AND PROMOTIONAL MATERIAL.........................................12 5.1 Training.............................................................12 5.2 Promotional Materials................................................12
6. COPROMOTE PRODUCT SAMPLES.................................................13 6.1 Supply, Storage and Distribution of Samples..........................13 6.2 Use of Samples.......................................................13
7. CERTAIN REGULATORY MATTERS................................................14 7.1 Licenses.............................................................14 7.2 Regulatory Responsibility............................................14 7.3 Efficacy and Safety Information......................................15 7.4 Notice of Adverse Events.............................................16 7.5 Product Technical Complaints and Recalls.............................17 7.6 Returns..............................................................18 7.7 Notice of Government Inspections.....................................19 7.8 Government Inquiries.................................................19 7.9 Medical Inquiries....................................................19
8. MANAGEMENT COMMITTEE......................................................20 8.1 Establishment of the PMC.............................................20 8.2 Purpose and Responsibilities of the PMC..............................20 8.3 PMC Meetings.........................................................21 8.4 Vote and Approval....................................................21 8.5 Marketing Plan and Budget............................................22 {/TABLE}
i {PAGE} 3 {TABLE} {S} {C} 8.6 Additional Studies, Line Extensions and New Products.................22 8.7 Dispute Resolution...................................................23
9. FEES AND EXPENSES.........................................................24 9.1 Consideration Fee....................................................24 9.2 Milestone Payments...................................................25 9.3 Residual Payments....................................................25 9.4 Marketing Expenses...................................................26 9.5 Excess Detail Costs..................................................28 9.6 Other Miscellaneous Costs and Expenses...............................28 9.7 Costs Savings........................................................28
10. RECORDKEEPING AND AUDITS..................................................29 10.1 Maintenance of Books and Records.....................................29 10.2 Payment Audits.......................................................29 10.3 Compliance Audits....................................................30
11. TERM AND TERMINATION......................................................30 11.1 Term of Agreement....................................................30 11.2 Termination by NOVAVAX...............................................31 11.3 Termination by KING..................................................31 11.4 Failure to Meet Detail Requirements..................................33 11.5 Effects of Termination...............................................33 11.6 Actions Upon Termination.............................................34 11.7 Survival.............................................................34 11.8 Payments Upon Termination............................................34
12. CONFIDENTIALITY; OWNERSHIP................................................36 12.1 Confidential Information.............................................36
13. INDEMNIFICATION AND INSURANCE.............................................37 13.1 Indemnification by KING..............................................37 13.2 Indemnification by NOVAVAX...........................................38 13.3 Claims Procedures....................................................38 13.4 Insurance............................................................39
14. REPRESENTATIONS AND WARRANTIES............................................39 14.1 By KING..............................................................39 14.2 By NOVAVAX...........................................................40
15. NOTICES...................................................................41
16. MISCELLANEOUS PROVISIONS..................................................42 16.1 Assignment; Change of Control........................................42 16.2 Governing Law........................................................43 16.3 Non-Waiver...........................................................43 16.4 Entire Agreement.....................................................44 {/TABLE}
ii {PAGE} 4 {TABLE} {S} {C} 16.5 Jurisdiction; Venue..................................................44 16.6 Severability.........................................................45 16.7 Relationship of the Parties..........................................46 16.8 Public Announcements.................................................46 16.9 Counterparts.........................................................46 16.10 Force Majeure........................................................46 16.11 Interpretation.......................................................46 16.12 Certain Expenses and Commissions.....................................47 16.13 Third Party Beneficiaries............................................47 16.14 Covenant Not to Promote Competing Product............................47 16.15 Headings.............................................................47 {/TABLE}
iii {PAGE} 5
COPROMOTION AGREEMENT
THIS COPROMOTION AGREEMENT (this "Agreement") is entered into and effective as of this 8th day of January, 2001 (the "Effective Date"), by and between KING PHARMACEUTICALS, INC., a Tennessee corporation ("KING"), and NOVAVAX, INC., a Delaware corporation ("NOVAVAX").
WHEREAS, KING and NOVAVAX each have a field representative sales force focused on physicians and health care practitioners who specialize in the practice of obstetrics or gynecology or who frequently prescribe hormone replacement therapy products ("OB/GYN");
WHEREAS, NOVAVAX owns or will own a patent or patents related to the NOVAVAX Products and expects to file with the FDA a New Drug Application for ESTRASORB(TM);
WHEREAS, KING markets and distributes an oral contraceptive product for women containing the actives levonorgestrel and ethinyl estradiol under the registered trademark NORDETTE(R) (each a "KING Product" or collectively, the "KING Products");
WHEREAS, KING and NOVAVAX are engaged in the business of and have expertise in, among other things, the promotion of pharmaceutical products to the OB/GYN community; and
WHEREAS, KING and NOVAVAX desire to work together to promote the NOVAVAX Products and the KING Products in the United States, its territories and possessions, the District of Columbia and the Commonwealth of Puerto Rico (the "Territory") upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS
Capitalized terms used herein without definition shall have the respective meanings assigned thereto in Annex I attached hereto and incorporated herein for all purposes of this Agreement (such definitions to be equally applicable to both the singular and plural forms of the terms defined). Unless otherwise specified, all references herein to "Articles" or "Sections" are to Articles or Sections of this Agreement.
{PAGE} 6
2. GRANT OF RIGHTS
2.1 GRANT OF RIGHTS TO KING.
(a) NOVAVAX hereby grants to KING and its Affiliates, on an exclusive basis together with NOVAVAX and its Affiliates, the right to promote the NOVAVAX Products within the Territory during the Term of this Agreement, upon and subject to the terms and conditions set forth in this Agreement.
(b) The grant of rights within the Territory set forth in Section 2.1(a) is subject to and limited only by the right of NOVAVAX and its Affiliates to promote the NOVAVAX Products within the Territory during the Term of this Agreement in accordance with the terms and conditions of this Agreement.
2.2 GRANT OF RIGHTS TO NOVAVAX.
(a) KING hereby grants to NOVAVAX and its Affiliates, on an exclusive basis together with KING and its Affiliates, the right to promote the KING Products in the Territory during the Term of this Agreement, upon and subject to the terms and conditions set forth in this Agreement.
(b) The grant of rights set forth in Section 2.2(a) is subject to and limited only by the right of KING and its Affiliates to promote the KING Products within the Territory during the Term of this Agreement in accordance with the terms and conditions of this Agreement.
2.3 TRADEMARK.
(a) Required Use and Compliance. Each party shall promote the NOVAVAX Products only under the NOVAVAX Trademarks. KING shall not use any trademark or servicemark other than the NOVAVAX Trademarks in promoting the NOVAVAX Products without the prior approval of NOVAVAX. Each party shall promote the KING Products only under the KING Trademarks. NOVAVAX shall not use any trademark or servicemark other than the KING Trademarks in promoting the KING Products without the prior approval of KING. The NOVAVAX Trademarks and KING Trademarks are set forth on Exhibit 2.3(a).
(b) Validity of Trademarks. KING acknowledges the validity of NOVAVAX's right, title and interest in and to the NOVAVAX Trademarks and KING shall not have, assert or acquire any right, title or interest in or to any of the NOVAVAX Trademarks, except as otherwise explicitly provided in this Agreement. NOVAVAX acknowledges the validity of KING's right, title and
281716
|
King Pharma
As referenced in this Copromotion Agreement:
KING PHARMACEUTICALS, – 10.2
{SEQUENCE}3
{FILENAME}g66318ex10-2.txt
{DESCRIPTION}COPROMOTION AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 10.2
COPROMOTION AGREEMENT
BETWEEN
NOVAVAX, INC.
AND
KING PHARMACEUTICALS, INC.
JANUARY 8, 2001
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{S} {C}
1. DEFINITIONS................................................................1
2. GRANT OF RIGHTS............................................................2
2.1 _____________
KING PHARMACEUTICALS, – COPROMOTION AGREEMENT (this "Agreement") is entered into and
effective as of this 8th day of January, 2001 (the "Effective Date"), by and
between KING PHARMACEUTICALS, INC., a Tennessee corporation ("KING"), and
NOVAVAX, INC., a Delaware corporation ("NOVAVAX").
WHEREAS, KING and NOVAVAX each have a field representative sales _____________
KING Pharmaceuticals, – 30) days after such notice is received. The
designated officers are as follows:
For NOVAVAX: President of Novavax, Inc.
For KING: President of KING Pharmaceuticals, Inc.
Any dispute that cannot be resolved within thirty (30) calendar
days after submission to the designated officers shall be submitted for
_____________
KING Pharmaceuticals, – party or such other address as the party may from
time to time designate by written notice to the other:
If to KING:
KING Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: President
Facsimile: (423) 989-8055
41
{PAGE} 46
with a copy (which shall not _____________
KING Pharmaceuticals, – Fifth Street
Bristol, Tennessee 37620
Attn: President
Facsimile: (423) 989-8055
41
{PAGE} 46
with a copy (which shall not constitute notice) to:
KING Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: Executive Vice President and General Counsel
Facsimile: (423) 989-6282
If to NOVAVAX:
Novavax, _____________
dt 221522
;
|
Novavax
As referenced in this Copromotion Agreement:
NOVAVAX, – DOCUMENT}
{TYPE}EX-10.2
{SEQUENCE}3
{FILENAME}g66318ex10-2.txt
{DESCRIPTION}COPROMOTION AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 10.2
COPROMOTION AGREEMENT
BETWEEN
NOVAVAX, INC.
AND
KING PHARMACEUTICALS, INC.
JANUARY 8, 2001
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{S} {C}
1. DEFINITIONS................................................................1
2. GRANT OF _____________
NOVAVAX. – C}
1. DEFINITIONS................................................................1
2. GRANT OF RIGHTS............................................................2
2.1 Grant of Rights to KING...............................................2
2.2 Grant of Rights to NOVAVAX. ...........................................2
2.3 Trademark.............................................................2
3. RESPONSIBILITIES OF KING...................................................4
3.1 Promotion by KING.....................................................4
3.2 Manufacture, Shipment, Etc. of _____________
NOVAVAX. – Etc. of the KING Products......................6
3.3 KING Detail and Sales Reports.........................................6
3.4 KING Sales Force......................................................7
4. RESPONSIBILITIES OF NOVAVAX. ...............................................8
4.1 Promotion of Copromote Products by NOVAVAX............................8
4.2 Manufacture, Shipment, Etc. of the NOVAVAX Products...................9
4.3 _____________
NOVAVAX. – Detail and Sales Reports.........................................6
3.4 KING Sales Force......................................................7
4. RESPONSIBILITIES OF NOVAVAX................................................8
4.1 Promotion of Copromote Products by NOVAVAX. ...........................8
4.2 Manufacture, Shipment, Etc. of the NOVAVAX Products...................9
4.3 NOVAVAX Detail and Sales Reports.....................................10
4.4 NOVAVAX _____________
NOVAVAX – Force......................................................7
4. RESPONSIBILITIES OF NOVAVAX................................................8
4.1 Promotion of Copromote Products by NOVAVAX............................8
4.2 Manufacture, Shipment, Etc. of the NOVAVAX Products...................9
4.3 NOVAVAX Detail and Sales Reports.....................................10
4.4 NOVAVAX Sales Force..................................................11
5. TRAINING AND PROMOTIONAL MATERIAL.........................................12
5. _____________
dt 215960
|
Preview
Full Doc
 | 2000 |
Copromotion Agreement
Copromotion Agreement (126K)
Doc #281755: Click preview link for longer preview.
COPROMOTION AGREEMENT
THIS COPROMOTION AGREEMENT (this "AGREEMENT") is entered into and effective as of this 22nd day of June, 2000 (the "EFFECTIVE DATE"), by and between KING PHARMACEUTICALS, INC., a Tennessee corporation ("KING"), and AMERICAN HOME PRODUCTS CORPORATION, a Delaware corporation ("AHPC"), acting through its Wyeth-Ayerst Laboratories Division ("WYETH-AYERST").
WHEREAS, KING markets and distributes the pharmaceutical product ramipril in the United States and Puerto Rico under the registered trademark ALTACE(R);
WHEREAS, AHPC is engaged in the business of and has expertise in, among other things, the promotion of pharmaceutical products to physicians; and
WHEREAS, KING and AHPC desire to work together to promote the Product in the United States, its territories and possessions, the District of Columbia and the Commonwealth of Puerto Rico upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS
Capitalized terms used herein without definition shall have the respective meanings assigned thereto in Annex I attached hereto and incorporated herein for all purposes of this Agreement (such definitions to be equally applicable to both the singular and plural forms of the terms defined). Unless otherwise specified, all references herein to "Articles" or "Sections" are to Articles or Sections of this Agreement.
2. GRANT OF RIGHTS TO AHPC
2.1 COPROMOTION RIGHTS.
(a) KING hereby grants to AHPC and its Affiliates, on an exclusive basis together with KING and its Affiliates, the right to promote the Product in the Territory during the Term of this Agreement, upon and subject to the terms and conditions set forth in this Agreement.
(b) The grant of rights set forth in Section 2.1(a) is subject to and limited by (i) the existing agreement with Medeva Pharmaceuticals, Inc. ("Medeva") pursuant to which Medeva and KING have agreed that Medeva, during the next twelve (12) month period, will continue to distribute to Physicians in the Territory, those samples of the Product that Medeva previously received from KING pursuant to that certain copromotion agreement between KING and Medeva
1 {PAGE} 2 dated May 7, 1999, which Agreement has been terminated as of May 16, 2000, at a rate of no more than 10,000 physician sample packs of the Product per each three (3) month period, (ii) the right of KING and its Affiliates to promote the Product in the Territory during the Term of this Agreement in accordance with the terms hereof; and (iii) other applicable limits and restrictions on KING set forth in the HMR AGREEMENTS, true and correct copies of which have been provided to AHPC prior to the date of this Agreement.
(c) In consideration of the rights granted hereunder, upon execution of this Agreement, AHPC shall pay to KING an amount in cash (by wire transfer of immediately available funds to an account designated by KING in writing) equal to Twenty-Five Million Dollars ($25,000,000.00) (the "INITIAL PAYMENT").
(d) In further consideration of the rights granted hereunder, AHPC shall pay to KING an amount in cash (by the same means as described in Section 2.1(c)), equal to Fifty Million Dollars ($50,000,000) within thirty (30) days after the Initiation Date, provided this Agreement shall not theretofore have been terminated or written notice of termination have theretofore been given by AHPC in accordance with Section 11.3.
2.2 TRADEMARK.
(a) Required Use and Compliance. Each party shall promote the Product only under the Trademarks. Neither Party shall use any Trademarks other than those listed in Exhibit 2.2 hereto in promoting the Product without the prior approval of the AMC.
(b) Validity of Trademarks. Each party acknowledges the validity of the other party's right, title and interest in and to its Trademarks and shall not have, assert or acquire any right, title or interest in or to any of such other party's Trademarks, except as otherwise explicitly provided in this Agreement.
(c) Use of Trademarks. In connection with the subject matter hereof, each party shall use the other party's Trademarks only in a manner consistent with the trademark usage guidelines (the "Guidelines") and shall not use any such Trademark in connection with any goods or products other than the Product, notwithstanding that such goods or products are dissimilar to the Product or have a different use. The parties shall develop the Guidelines as soon as practicable after the Effective Date. Each party shall use the other party's Tradermarks only to the extent authorized herein.
(d) Notice of Infringement.
(i) Each party shall give the other party notice of any infringement or threatened infringement of any of such other party's Trademarks used in connection with the Product. Each party shall determine in its sole discretion what action, if any, to take in response to the infringement or threatened infringement of that party's Trademark, other than the primary brand Trademark(s). The Parties intend that ALTACE(R) shall be the primary brand Trademark (the "Primary Brand Trademark"). In the event that one party chooses to take enforcement action in response to the infringement or threatened
2 {PAGE} 3 infringement of its Trademark, the other Party shall reasonably cooperate in such enforcement; provided, however, the enforcing party shall reimburse the other party for reasonable expenses incurred by the other party that are related to such enforcement.
(ii) As to the Primary Brand Trademark(s) only, if the Party owning such a Trademark fails to take enforcement action within one hundred twenty (120) days following notice thereof in response to the infringement or threatened infringement of its Trademark, the other Party shall have the right, in its sole discretion, to conduct litigation or other enforcement proceedings at its own expense, naming the Trademark owner as a party plaintiff. In such event, the Trademark owner shall reasonably cooperate in such enforcement; provided, however, the enforcing Party shall reimburse the other party for reasonable expenses incurred by the other party that are related to such enforcement.
(iii) The parties shall cooperate in good faith with respect to all Trademark enforcement action hereunder, and each party shall notify the other party promptly of all substantive developments with respect to such Trademark enforcement actions, including, without limitation, all material filings, court papers and other related documents. Each party shall consider the timely given, reasonable comments and advice of the other party with respect to the strategy employed and submissions made relative to any Trademark enforcement actions. The party enforcing such Trademark action shall retain for its
281755
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Aventis Pharma
As referenced in this Copromotion Agreement:
Aventis Pharmaceuticals, Inc – as may be amended from time to
time, together with those certain agreements dated June 22, 2000 by and among
King Pharmaceuticals, Inc., Aventis Pharmaceuticals, Inc . and Aventis Pharma
Deutschland GmbH and styled as the Altace(R) Finished Product Manufacturing
Agreement and the Inventory Agreement together with all _____________
dt 222190
;
King Pharma
As referenced in this Copromotion Agreement:
KING PHARMACEUTICALS, – COPROMOTION AGREEMENT (this "AGREEMENT") is entered into and
effective as of this 22nd day of June, 2000 (the "EFFECTIVE DATE"), by and
between KING PHARMACEUTICALS, INC., a Tennessee corporation ("KING"), and
AMERICAN HOME PRODUCTS CORPORATION, a Delaware corporation ("AHPC"), acting
through its Wyeth-Ayerst Laboratories Division ("WYETH- _____________
King Pharmaceuticals
– such notice is received. The
designated officers are as follows:
For AHPC: President of Wyeth-Ayerst Pharmaceuticals -
North America
For KING: President of King Pharmaceuticals
In the event such designated officers are unable to
resolve such dispute, (i) the decision of AHPC, with respect to Detailing,
marketing _____________
King Pharmaceuticals, – party or such other address as the party may from
time to time designate by written notice to the other:
If to KING:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: President
Facsimile: (423) 989-8006
30
{PAGE} 31
with a copy to:
King Pharmaceuticals, _____________
King Pharmaceuticals, – KING:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: President
Facsimile: (423) 989-8006
30
{PAGE} 31
with a copy to:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: Executive Vice President and General Counsel
Facsimile: (423) 989-6282
If to AHPC:
Wyeth- _____________
KING PHARMACEUTICALS, – or interpretation of
this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Copromotion
Agreement as of the first date written above.
KING PHARMACEUTICALS, INC.
By: /s/ Jefferson J. Gregory
----------------------------
Name: Jefferson J. Gregory
Title: President and Chief Operating Officer
AMERICAN HOME
PRODUCTS CORPORATION
By: /s/ _____________
dt 221559
;
|
Wyeth
As referenced in this Copromotion Agreement:
Wyeth- – DATE"), by and
between KING PHARMACEUTICALS, INC., a Tennessee corporation ("KING"), and
AMERICAN HOME PRODUCTS CORPORATION, a Delaware corporation ("AHPC"), acting
through its Wyeth- Ayerst Laboratories Division ("WYETH-AYERST").
WHEREAS, KING markets and distributes the pharmaceutical product
ramipril in the United States and Puerto Rico under the _____________
"WYETH- – KING PHARMACEUTICALS, INC., a Tennessee corporation ("KING"), and
AMERICAN HOME PRODUCTS CORPORATION, a Delaware corporation ("AHPC"), acting
through its Wyeth-Ayerst Laboratories Division ("WYETH- AYERST").
WHEREAS, KING markets and distributes the pharmaceutical product
ramipril in the United States and Puerto Rico under the registered trademark
ALTACE(R);
_____________
Wyeth- – attempted resolution
by negotiations within thirty (30) days after such notice is received. The
designated officers are as follows:
For AHPC: President of Wyeth- Ayerst Pharmaceuticals -
North America
For KING: President of King Pharmaceuticals
In the event such designated officers are unable to
resolve such dispute, (i) _____________
Wyeth- – King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: Executive Vice President and General Counsel
Facsimile: (423) 989-6282
If to AHPC:
Wyeth- Ayerst Global Pharmaceuticals
555 E. Lancaster Ave.
St. Davids, Pennsylvania 19087
Attn: President
Facsimile: (610) 688-9498
with a copy to:
American Home _____________
dt 227017
|
Preview
Full Doc
 | 2003 |
Copromotion Agreement
Copromotion Agreement (206K)
Doc #283272: Click preview link for longer preview.
COPROMOTION AGREEMENT
THIS AGREEMENT is made, effective as May 1, 2003, by and between BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation ("BMS"), and GALEN (CHEMICALS) LIMITED, a corporation of the Republic of Ireland ("Galen"). Capitalized terms not otherwise defined in the text of this Agreement shall have the meanings set forth in Article 1 of this Agreement.
W I T N E S S E T H:
WHEREAS, BMS has received FDA clearance to market the Vitamin D3 analog MC 903/calcipotriene under the trademark "Dovonex(R)"; and
WHEREAS, Galen is engaged in the business of marketing pharmaceutical products to physicians; and
WHEREAS, BMS wishes to engage Galen to assist in the promotion of Dovonex(R) to certain physicians, and Galen desires to have the right to copromote said product to such physicians, upon the terms specified herein.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth, and intending to be legally bound hereby, the Parties hereto agree as follows:
ARTICLE 1 - DEFINITIONS.
For purposes of this Agreement, the following terms shall have the corresponding meanings set forth below:
"Actual Demand-Based Mail Order Net Sales" means, for an applicable accounting period, the Demand-Based Mail Order Gross Sales for such accounting period times the Gross to Net Factor for such accounting period.
"Actual Demand-Based Other Net Sales" means, for an applicable accounting period, the Demand-Based Other Gross Sales for such accounting period times the Gross to Net Factor for such accounting period.
"Actual Demand-Based Retail Net Sales" means, for an applicable accounting period, the Demand-Based Retail Gross Sales for such accounting period times the Gross to Net Factor for such accounting period.
"Actual Demand-Based Retail/MO Net Sales" means, for an applicable accounting period, the sum of Actual Demand-Based Retail Net Sales for such accounting period plus the Actual Demand-Based Mail Order Net Sales for such accounting period.
{PAGE}
"Actual Net Sales from All Segments" means the sum of Actual Demand-Based Retail/MO Net Sales and Actual Demand-Based Other Net Sales.
"Advertising and Promotional Costs" or "A&P Costs" means those costs that are reasonably incident to the advertising and promotion of the Product in the Territory, including without limitation, costs incurred:
(i) to develop and distribute reasonable and customary selling and A&P Materials that have been approved by the JEC relating to the use of the Product, including without limitation field literature, Direct to Consumer (DTC) advertising campaigns, and media/journal advertising; provided, that any costs associated with the distribution of A&P Materials by a Party to its Sales Force Personnel shall be at such Party's own expense and shall not be included within Advertising and Promotion Costs; and
(ii) to develop and implement symposia and medical educational programs and related materials, as well as Managed Care Organization (MCO) pull-through and promotional programs, relating to the Product; and
(iii) to develop and copy training/motivation and communications materials relating to the Product; and
(iv) to develop, conduct and obtain market research analyses and materials relating to the Product; and
(v) to develop and coordinate public relations for the Product, including convention costs and promotional premiums; and
(vi) to develop, publish, and disseminate publications relating to the Product; and
(vii) to obtain Product samples and ship the same to a Party's central distribution facility (it being understood that any costs associated with the distribution of Product samples by a Party from its central distribution facility to its own Sales Force Personnel shall be at such Party's own expense and shall not be included within Advertising and Promotion Costs); and
(viii) to develop and conduct micro-marketing programs (which are defined as customary dinner, lunch and other meeting programs conducted by Sales Force Personnel) implemented by Sales Force Personnel.
For purposes of subparts (i) - (vi) of this definition, the term "Advertising and Promotional Costs" means the out-of-pocket costs and expenses paid by BMS, Galen or their respective Affiliates to a Third Party, as the case may be (and a reasonable charge for internal copying
2 {PAGE}
expenses). For purposes of subpart (vii) of this definition, the cost to a Party of obtaining Product samples shall be the Manufacturing Cost therefor incurred by BMS or Galen in accordance with Section 3.4, as the case may be, and shall include any sales/use taxes, if any, associated with the distribution or use of the samples. For purposes of subpart (viii) of this definition, the term "Advertising and Promotion Costs" means the out-of-pocket costs of micro-marketing programs conducted by BMS or Galen. Except as set forth in the definition of "Manufacturing Cost", for purposes of clarity, the Parties acknowledge that "Advertising and Promotion Costs" do not include the costs and overhead associated with Galen's Sales Force Personnel, BMS' Sales Force Personnel or other employees of BMS and/or Galen responsible for performance of this Agreement. The term "Advertising and Promotional Costs" or "A&P Costs" as it relates to Galen shall include any such costs reimbursed to BMS by Galen.
"Affiliate" means, with respect to any Person, any other Person which is controlled by, controlling or under common control with, the specified Person, with "control" meaning direct or indirect beneficial ownership or control of more than fifty percent (50%) of the voting stock of such corporation or other business entity.
"Agreement" means this agreement, together with all appendices, exhibits and schedules hereto, and as the same may be amended or supplemented from time to time hereafter by a written agreement duly executed by authorized representatives of each Party hereto.
"Agreement Quarter" means each three-month period commencing on the first day of January, April, July, or October, as the case may be, during the Copromotion Term; provided, that the first Agreement Quarter shall commence on the Effective Date and end on June 30, 2003.
"Agreement Year" means each 12-month period commencing on January 1 and each anniversary thereof during the Copromotion Term; provided, that the first Agreement Year shall commence on the Effective Date and end on December 31, 2003.
"AMP", as used in Exhibit 11.1.4, means the Average Manufacturer's Price per topical gram (as finally calculated by BMS quarterly for Medicaid processing) for a given presentation of the Product.
"A&P Material" has the meaning set forth in Section 3.2.2 hereof.
"Baseline Agreement Year Prescriptions"," Baseline Semi-Annual Prescriptions", "Baseline Quarterly Prescriptions", "Baseline Mail Order Prescriptions", and "Baseline Retail Prescriptions", shall have the
283272
|
Bristol-Myers
As referenced in this Copromotion Agreement:
BRISTOL-MYERS SQUIBB – DESCRIPTION}CO-PROMOTION AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.34
COPROMOTION AGREEMENT
THIS AGREEMENT is made, effective as May 1, 2003, by and
between BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation ("BMS"), and GALEN
(CHEMICALS) LIMITED, a corporation of the Republic of Ireland ("Galen").
Capitalized terms not otherwise defined in _____________
Bristol-Myers Squibb – the same
may be amended or supplemented in the future, subject to Section 2.3.3.
"LEO Supply Agreement" means the agreement between
Bristol-Myers Squibb Company and LEO for the supply of finished and packaged
products containing the Compound in the Licensed Territory for use within the
dermatological _____________
Bristol-Myers Squibb – same to the FDA.
Galen shall report all such adverse events involving the
Product learned by it to:
Vice President, Global Pharmacovigilance & Labeling
Bristol-Myers Squibb Pharmaceutical Research Institute
P.O. Box 5400
Mail Stop HW19-1.01
Princeton, New Jersey 08543-5400
U.S.A.
Facsimile No.: (609) _____________
Bristol-Myers Squibb – with its normal procedures therefor. Galen shall refer all
routine medical information requests by telephone or in writing to:
Medical Communications P24-17
Bristol-Myers Squibb Company
Worldwide Medicines Group
PO Box 4500
Princeton, NJ 08543-9911
Facsimile No.: 866-679-0077
Telephone No.: ____________________________
For urgent medical information _____________
Bristol-Myers Squibb – or to such
other address or addresses as shall be designated in writing in the same matter:
59
{PAGE}
(a) If to BMS:
Bristol-Myers Squibb U.S. Pharmaceutical Group
777 Scudders Mill Road
Plainsboro, NJ 08536
Attention: President - U.S. Pharmaceutical Group
with a copy to the attention _____________
dt 225685
;
Galen Holdings
As referenced in this Copromotion Agreement:
Galen Holdings PLC
– it within three (3) business days from the receipt date by BMS. Such
information shall be sent to Galen as set forth below:
Galen Holdings PLC
100 Enterprise Drive
Rockaway, New Jersey 07866
Attention: Vice President- Regulatory Affairs
42
{PAGE}
Facsimile No.: (973) 442-3280
Telephone No.: (973) _____________
dt 235752
;
| Galen (Chemicals) Limited
|
Preview
Full Doc
 | 2004 |
Professional Promotion Agreement
Professional Promotion Agreement (40K)
Doc #283958: Click preview link for longer preview.
PROFESSIONAL PROMOTION AGREEMENT
This Professional Promotion Agreement, dated as of June 29, 2004 (this "AGREEMENT"), is by and between Columbia Laboratories, Inc., a Delaware corporation, having a place of business at 354 Eisenhower Parkway, Livingston, NJ 07039 ("COLUMBIA"), and Lil' Drug Store Products, Inc., an Iowa corporation, having a place of business at 1201 Continental Place North East, Cedar Rapids, Iowa 52402 ("LDS").
W I T N E S S E T H: - - - - - - - - - -
WHEREAS, Columbia and LDS executed and delivered that certain Asset Purchase Agreement, dated as of the date hereof (the "PURCHASE AGREEMENT"), for the sale and purchase of the Purchased Assets and the Business (each as defined therein) of Columbia;
WHEREAS, this Agreement is being delivered pursuant to Section 8.1.5 of the Purchase Agreement;
WHEREAS, LDS is in the business, among others, of distributing Replens(R) Long Lasting Vaginal Moisturizer, RepHresh(R) Vaginal Gel and Advantage - S (R) Contraceptive Gel (collectively, the "PRODUCTS");
WHEREAS, Columbia is in the business, among others, of promoting and sampling products to obstetricians, gynecologists and other women's healthcare physicians, and members of their staffs; and
WHEREAS, LDS and Columbia desire to enter into this Agreement to provide the terms and conditions upon which LDS engages Columbia to provide promotional and sampling services for the Products in the Territory (the "SERVICES").
NOW THEREFORE, in consideration of the premises, which are incorporated herein by reference, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS
As used in this Agreement, the following terms have the meanings specified or referred to in this Section 1:
1.1 "FDA" shall mean the United States Food and Drug Administration.
1.2 "FTC" shall mean the United States Federal Trade Commission.
1.3 "PRESENTATION" shall mean a personal contact by a Sales Representative with an obstetrician, gynecologist or other women's healthcare physician, or a member of the physician's staff (each a "PRESENTEE") located in the Territory, during which a promotional message about one or more of the Products (with a maximum of up to four (4) Products) is given in accordance with the Promotional Program.
[***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
{PAGE}
EXECUTION DOCUMENTS
1.4 "PRODUCTS" has the meaning set forth in the Recitals of this Agreement but may also include other LDS over the counter women's health care products as reasonably agreed upon by LDS and Columbia.
1.5 "PROMOTIONAL MATERIAL" shall mean the samples, labeling, sales aids and materials, and other promotional support items provided by LDS to Columbia for use in Presentations.
1.6 "PROMOTIONAL PROGRAM" shall mean the sampling plan, strategy and promotional message for the Products, that will include use of the Promotional Material.
1.7 "SALES REPRESENTATIVE" shall mean a Columbia sales representative who has been trained and equipped to make Presentations.
1.8 "TERRITORY" shall mean the United States.
2. PAYMENTS TO Columbia
2.1 Within thirty (30) days of the end of each calendar month Columbia shall provide LDS with a report of the Presentations made in the prior month and an invoice for [***] for each such Presentation; provided that no more than [***] Presentations shall be made and invoiced in any calendar month. LDS shall pay the invoice within thirty (30) days of its receipt thereof.
2.2 In the event that LDS does not make any payment within ten days of the date such payment was due, Columbia may, at its sole discretion and without prejudice to any other rights or remedies (i) suspend the Presentations and/or (ii) exercise its right to give notice of a default in accordance with Section 11.2.
3. Columbia OBLIGATIONS
3.1 Columbia will maintain a full time sales force of Sales Representatives to make Presentations to approximately 10,000 obstetricians, gynecologists and other women's healthcare physicians, and members of their staffs.
3.2 Columbia shall conduct the initial training of the Sales Representatives and provide marketing updates on LDS Products at any national sales meetings, which are reasonably required in connection with the services to be performed by the Sales Representatives in accordance with this Agreement. LDS shall have the right to participate in the training to the extent such training relates specifically to the Products. LDS shall provide to Columbia copies of training materials and selling materials reasonably required for for training and equipping Sales Representatives for making Product Presentations.
3.3 Columbia shall manage and monitor the Presentations of Sales Representatives. Sales Representatives shall not be permitted to develop, create or use any promotional material or literature other than the Promotional Material in connection with the Presentations. Sales Representatives will be required to immediately cease the use of any Promotional Materials when
2
[***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
{PAGE}
EXECUTION DOCUMENTS
instructed to do so by LDS. Columbia shall use commercially reasonable efforts to ensure that: (i) Promotional Materials are not intentionally changed, (including, without limitation, by underlining or otherwise highlighting any text or graphics or adding any notes thereto) by Sales Representatives, (ii) Sales Representatives limit their statements and claims regarding the Products to those that are consistent with the relevant product label, package insert and Promotional Materials, (iii) Sales Representatives do not knowingly add, delete or modify claims in the promotion of the Products and (iv) Sales Representatives do not knowingly make any untrue or misleading statements or comments about the Products or any LDS competitors or competitor products. Columbia shall maintain a commercially reasonable incentive compensation program to Sales Representatives related to Presentations and sampling of the Products under this Agreement. In addition, Columbia shall restrict the Sales Representatives from providing any services for a product competitive with the Products during the Presentations.
3.4 Within thirty (30) days of the end of each calendar month, Columbia
283958
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Columbia Labs
As referenced in this Professional Promotion Agreement:
Columbia Laboratories, – Exhibit 7.1.6
PROFESSIONAL PROMOTION AGREEMENT
This Professional Promotion Agreement, dated as of June 29, 2004 (this
"AGREEMENT"), is by and between Columbia Laboratories, Inc., a Delaware
corporation, having a place of business at 354 Eisenhower Parkway, Livingston,
NJ 07039 ("COLUMBIA"), and Lil' Drug Store Products, _____________
Columbia Laboratories, – notice is to be given may have furnished to the other party in writing in
accordance herewith:
if to Columbia, to it at:
Columbia Laboratories, Inc.
354 Eisenhower Parkway, Plaza 1, Second Floor
Livingston, New Jersey 07039
Attention: Michael McGrane, Esq.
Facsimile: (973) 994-3001
with a _____________
COLUMBIA LABORATORIES, – PAGE}
EXECUTION DOCUMENTS
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date and year first above mentioned.
COLUMBIA LABORATORIES, INC.
By: /S/ Fred Wilkinson
------------------
(signature)
Name: Fred Wilkinson
Title: President, Chief Executive
Officer and Chairman of the Board
LIL' DRUG STORE _____________
dt 237308
;
Kelley Drye
As referenced in this Professional Promotion Agreement:
Kelley Drye – 354 Eisenhower Parkway, Plaza 1, Second Floor
Livingston, New Jersey 07039
Attention: Michael McGrane, Esq.
Facsimile: (973) 994-3001
with a copy to:
Kelley Drye & Warren LLP
200 Kimball Drive
Parsippany, New Jersey 07054
Attention: Christopher G. FitzPatrick, Esq.
Facsimile: (973) 503-5950
if to LDS, to _____________
dt 234508
;
| Lil' Drug Store Products, Inc.
|
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 | 2001 |
Copromotion Agreement
Copromotion Agreement (168K)
Doc #319883: Click preview link for longer preview.
COPROMOTION AGREEMENT
BETWEEN
NOVAVAX, INC.
AND
KING PHARMACEUTICALS, INC.
JANUARY 8, 2001
2
TABLE OF CONTENTS
1. DEFINITIONS.................................................................. . . .
319883
|
King Pharma
As referenced in this Copromotion Agreement:
KING PHARMACEUTICALS, INC – SEQUENCE}3
{FILENAME}w44469ex10-2.txt
{DESCRIPTION}COPROMOTION AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 10.2
EXECUTION COPY
COPROMOTION AGREEMENT
BETWEEN
NOVAVAX, INC.
AND
KING PHARMACEUTICALS, INC .
JANUARY 8, 2001
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{C} {C}
1. DEFINITIONS............................................................................1
2. GRANT OF RIGHTS..........................................................................2
2.1 Grant _____________
KING PHARMACEUTICALS, INC – COPROMOTION AGREEMENT (this "Agreement") is entered into
and effective as of this 8th day of January, 2001 (the "Effective Date"), by and
between KING PHARMACEUTICALS, INC ., a Tennessee corporation ("KING"), and
NOVAVAX, INC., a Delaware corporation ("NOVAVAX").
WHEREAS, KING and NOVAVAX each have a field representative sales
force _____________
KING Pharmaceuticals, Inc – 30) days after such notice is received. The
designated officers are as follows:
For NOVAVAX: President of Novavax, Inc.
For KING: President of KING Pharmaceuticals, Inc .
Any dispute that cannot be resolved within thirty (30)
calendar days after submission to the designated officers shall be submitted for
arbitration _____________
KING Pharmaceuticals, Inc – party or such other address as the party may from
time to time designate by written notice to the other:
If to KING:
KING Pharmaceuticals, Inc .
501 Fifth Street
Bristol, Tennessee 37620
Attn: President
Facsimile: (423) 989-8055
41
{PAGE} 46
with a copy (which shall not constitute _____________
KING Pharmaceuticals, Inc – Fifth Street
Bristol, Tennessee 37620
Attn: President
Facsimile: (423) 989-8055
41
{PAGE} 46
with a copy (which shall not constitute notice) to:
KING Pharmaceuticals, Inc .
501 Fifth Street
Bristol, Tennessee 37620
Attn: Executive Vice President and General Counsel
Facsimile: (423) 989-6282
If to NOVAVAX:
Novavax, Inc.
_____________
dt 625734
;
|
Novavax
As referenced in this Copromotion Agreement:
NOVAVAX, – EX-10.2
{SEQUENCE}3
{FILENAME}w44469ex10-2.txt
{DESCRIPTION}COPROMOTION AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 10.2
EXECUTION COPY
COPROMOTION AGREEMENT
BETWEEN
NOVAVAX, INC.
AND
KING PHARMACEUTICALS, INC.
JANUARY 8, 2001
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{C} {C}
1. DEFINITIONS............................................................................1
2. GRANT OF _____________
NOVAVAX. – C}
1. DEFINITIONS............................................................................1
2. GRANT OF RIGHTS..........................................................................2
2.1 Grant of Rights to KING..............................................................2
2.2 Grant of Rights to NOVAVAX. ..........................................................2
2.3 Trademark............................................................................2
3. RESPONSIBILITIES OF KING.................................................................4
3.1 Promotion by KING....................................................................4
3.2 Manufacture, Shipment, Etc. of _____________
NOVAVAX. – Etc. of the KING Products.....................................6
3.3 KING Detail and Sales Reports........................................................6
3.4 KING Sales Force.....................................................................7
4. RESPONSIBILITIES OF NOVAVAX. .............................................................8
4.1 Promotion of Copromote Products by NOVAVAX...........................................8
4.2 Manufacture, Shipment, Etc. of the NOVAVAX Products..................................9
4.3 _____________
NOVAVAX. – Detail and Sales Reports........................................................6
3.4 KING Sales Force.....................................................................7
4. RESPONSIBILITIES OF NOVAVAX..............................................................8
4.1 Promotion of Copromote Products by NOVAVAX. ..........................................8
4.2 Manufacture, Shipment, Etc. of the NOVAVAX Products..................................9
4.3 NOVAVAX Detail and Sales Reports....................................................10
4.4 NOVAVAX _____________
NOVAVAX – Force.....................................................................7
4. RESPONSIBILITIES OF NOVAVAX..............................................................8
4.1 Promotion of Copromote Products by NOVAVAX...........................................8
4.2 Manufacture, Shipment, Etc. of the NOVAVAX Products..................................9
4.3 NOVAVAX Detail and Sales Reports....................................................10
4.4 NOVAVAX Sales Force.................................................................11
5. TRAINING AND PROMOTIONAL MATERIAL.......................................................12
5. _____________
dt 616393
|
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 | 2002 |
Promotion Agreement
Promotion Agreement (43K)
Doc #328193: Click preview link for longer preview.
PROMOTION AGREEMENT
This PROMOTION AGREEMENT is made as of December 1, 2001, by and between QUESTCOR PHARMACEUTICALS. INC. a California corporation (�Questcor�) and VSL PHARMACEUTICALS, INC., a Delaware corporation (�VSL�).
RECITALS
A. WHEREAS, VSL produces, markets and distributes a probiotic preparation of live freeze-dried lactic acid bacteria, . . .
328193
|
Questcor Pharma
As referenced in this Promotion Agreement:
QUESTCOR PHARMACEUTICALS. – has been requested with respect to omitted portions.
PROMOTION AGREEMENT
This PROMOTION AGREEMENT is made as of December 1, 2001, by and between QUESTCOR PHARMACEUTICALS. INC. a California corporation (Questcor) and VSL PHARMACEUTICALS, INC., a Delaware corporation (VSL).
RECITALS
A. WHEREAS, VSL produces, markets and distributes a _____________
Questcor Pharmaceuticals. – a)
If to VSL:
VSL Pharmaceuticals. Inc.
500 E, Broward Blvd., Suite 1800
Ft. Lauderdale, FL 33394
Attention: CEO
(b)
If to Questcor:
Questcor Pharmaceuticals. Inc.
3260 Whipple Road
Union City, CA 94587
Attention: President & CEO
12
All notices shall be deemed given when received by _____________
QUESTCOR PHARMACEUTICALS, – the parties hereto have duly executed this Agreement in multiple counterparts through their duly authorized representatives as of the date first above written.
QUESTCOR PHARMACEUTICALS, INC.
VSL PHARMACEUTICALS, INC.
By: /s/ CHARLES J. CASAMENTO
By: /s/ CLAUDIO DE SIMONE
Name: Charles J. Casamento
Name: Claudio De Simone
_____________
dt 686590
| |
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 | 2005 |
CO-Promotion Agreement
CO-Promotion Agreement (90K)
Doc #1025840: Click preview link for longer preview.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSIONS.
CO-PROMOTION AGREEMENT
This Co-promotion Agreement (hereafter, the "AGREEMENT") is entered into as
of April 12, 2005 (the "EFFECTIVE DATE"), by and between Kos Pharmaceuticals,
Inc., a Florida corporation and Kos Life Sciences, Inc., a Delaware corporation
(collectively, "KOS"), Duramed Pharmaceuticals, Inc., a Delaware corporation, . . .
1025840
|
Barr Pharma
As referenced in this CO-Promotion Agreement:
Barr Pharmaceuticals, Inc – Juan Rodriguez, Senior Vice
President, Controller and
Corporate Administration
Duramed Pharmaceuticals, Inc.:
400 Chestnut Ridge Road
Woodcliff Lake, NJ 07677-7668
Facsimile: 1 (201) 930-3335
Attention: President
Copy to:
Barr Pharmaceuticals, Inc .
400 Chestnut Ridge Road
Woodcliff Lake, NJ 07677-7668
Facsimile: 1 (888) 343-0563
Attention: General Counsel
<PAGE>
Barr Laboratories, Inc.:
400 Chestnut Ridge Road
Woodcliff Lake, _____________
dt 1383136
;
|
KOS Pharma
As referenced in this CO-Promotion Agreement:
Kos Pharmaceuticals,
Inc – EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSIONS.
CO-PROMOTION AGREEMENT
This Co-promotion Agreement (hereafter, the "AGREEMENT") is entered into as
of April 12, 2005 (the "EFFECTIVE DATE"), by and between Kos Pharmaceuticals,
Inc ., a Florida corporation and Kos Life Sciences, Inc., a Delaware corporation
(collectively, "KOS"), Duramed Pharmaceuticals, Inc., a Delaware corporation,
and Duramed Pharmaceuticals Sales Corp., a Delaware Corporation (collectively
"DURAMED"), _____________
Kos Pharmaceuticals, Inc – proving delivery, or (iv) if delivered
in person, on the date of delivery to the address set forth below as proven by
written signature of the recipient.
<PAGE>
Kos Pharmaceuticals, Inc (for itself and for Kos Life Sciences, Inc.):
1 Cedar Brook Drive
Cranbury, NJ 08512-3618
Facsimile: 954-331-3884
Attention: Adrian Adams, President and
Chief Executive Officer
Copy _____________
KOS PHARMACEUTICALS, INC – any
available legal or equitable rights or remedies.
<PAGE>
NOW THEREFORE, the Parties, through their authorized officers, have executed
this Agreement as of the date first written above.
KOS PHARMACEUTICALS, INC .
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Date:
-------------------------------
KOS LIFE SCIENCES, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Date:
-------------------------------
<PAGE>
DURAMED PHARMACEUTICALS, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Date:
-------------------------------
DURAMED PHARMACEUTICALS SALES CORP.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
_____________
dt 1439767
|
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 | 2004 |
CO-Promotion Agreement
CO-Promotion Agreement (111K)
Doc #1027778: Click preview link for longer preview.
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT WAS OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE
24b-2, PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
OMITTED INFORMATION WAS REPLACED WITH ASTERISKS.
CO-PROMOTION AGREEMENT
THIS CO-PROMOTION AGREEMENT ("Agreement") is entered into as of July 14, 2004
("Effective Date") by and between Cardinal Health PTS, LLC, with an office at
7000 Cardinal Place, Dublin, Ohio 43017 and Bone Care International, Inc.,
having a . . .
1027778
|
Bone Care Int'l
As referenced in this CO-Promotion Agreement:
Bone Care International, Inc – AGREEMENT ("Agreement") is entered into as of July 14, 2004
("Effective Date") by and between Cardinal Health PTS, LLC, with an office at
7000 Cardinal Place, Dublin, Ohio 43017 and Bone Care International, Inc .,
having a principal place of business at Bone Care Center, 1600 Aspen Commons,
Middleton, Wisconsin 53562 ("BCI") hereinafter collectively referred to as the
"Parties".
RECITALS
WHEREAS, Cardinal Health's _____________
Bone Care International, Inc – be
effective unless confirmation of its receipt is received within twenty-four
hours of its transmission.
All notices shall be addressed to:
24
<PAGE>
If to BCI, to:
Bone Care International, Inc .
Bone Care Center
1600 Aspen Commons
Middleton, WI 53562
Fax: (608) 662-7870
Attention: President
to Cardinal Health, to:
Cardinal Health
Healthcare Marketing Services
1800 Valley Road
Wayne, New _____________
BONE CARE INTERNATIONAL, INC – be conducted in the
jurisdiction of the defendant party.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their duly authorized officers.
CARDINAL HEALTH PTS, LLC BONE CARE INTERNATIONAL, INC .
By: /S/ STEVEN M. FREEMAN By: /S/ PAUL L. BERNS
----------------------------- ---------------------
Name: Steven M. Freeman Name: Paul L. Berns
Title: President, Healthcare Marketing Services Title: President and CEO
Date: July _____________
dt 1464028
| |
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Full Doc
 | 2006 |
CO-Promotion Agreement
CO-Promotion Agreement (173K)
Doc #1029086: Click preview link for longer preview.
THIS DOCUMENT MARKED [****] HAVE BEEN REDACTED AND HAVE BEEN FILED
SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION
================================================================================
CO-PROMOTION AGREEMENT
BY AND BETWEEN
ASTRAZENECA PHARMACEUTICALS LP
AND
ATHEROGENICS, INC.
DATED AS OF DECEMBER 22, . . .
1029086
|
AtheroGenics
As referenced in this CO-Promotion Agreement:
ATHEROGENICS, INC – OF
THIS DOCUMENT MARKED [****] HAVE BEEN REDACTED AND HAVE BEEN FILED
SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION
================================================================================
CO-PROMOTION AGREEMENT
BY AND BETWEEN
ASTRAZENECA PHARMACEUTICALS LP
AND
ATHEROGENICS, INC .
DATED AS OF DECEMBER 22, 2005
================================================================================
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
ARTICLE I. DEFINITIONS........................................................................................... 1
1.1. Definitions........................................................................................ 1
_____________
ATHEROGENICS, INC – gt;
CO-PROMOTION AGREEMENT
This CO-PROMOTION AGREEMENT (the "Agreement") is entered into as of
December 22, 2005, by and between ASTRAZENECA PHARMACEUTICALS LP, a Delaware
limited partnership ("AZ"), and ATHEROGENICS, INC ., a Georgia corporation (the
"Company"). AZ and Company are sometimes referred to in this Agreement
individually as a "Party" and collectively as the "Parties".
W I T N E _____________
AtheroGenics, Inc – With a copy to: IPR Pharmaceuticals, Inc.
P.O. Box 1624
Canovanas, Puerto Rico
00729-1624
Attention: Chief Executive Officer
Telecopier No.: (787) 750-5332
If to the Company, to: AtheroGenics, Inc .
8995 Westside Parkway
Alpharetta, Georgia 30004
Attn: President and Chief Executive Officer
Telecopier No.: (678) 336-2503
With a copy to: AtheroGenics, Inc.
8995 Westside Parkway
Alpharetta, Georgia 30004
_____________
AtheroGenics, Inc – 750-5332
If to the Company, to: AtheroGenics, Inc.
8995 Westside Parkway
Alpharetta, Georgia 30004
Attn: President and Chief Executive Officer
Telecopier No.: (678) 336-2503
With a copy to: AtheroGenics, Inc .
8995 Westside Parkway
Alpharetta, Georgia 30004
Attn: General Counsel
Telecopier No.: (678) 336-2503
Any Notice delivered by facsimile or similar means shall be confirmed by a hard
copy _____________
ATHEROGENICS, INC – PAGE>
IN WITNESS WHEREOF, the Parties have caused this Co-Promotion
Agreement to be executed by their representatives thereunto duly authorized as
of the date first set forth above.
ATHEROGENICS, INC . ASTRAZENECA PHARMACEUTICALS LP
By: /s/ RUSSELL M. MEDFORD By: /s/ DAVID R. BRENNAN
--------------------------------- --------------------
Name: Russell M. Medford, M.D., Ph.D. Name: David R. Brennan
President & CEO President & _____________
dt 1392459
| |
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Full Doc
 | 2005 |
CO-Promotion Agreement
CO-Promotion Agreement (104K)
Doc #1035019: Click preview link for longer preview.
Portions of this exhibit marked [*] are requested to be treated confidentially.
CO-PROMOTION AGREEMENT
This CO-PROMOTION AGREEMENT (this �Agreement�), dated March 2, 2005, is entered into by and between SALIX PHARMACEUTICALS, INC., a California corporation (�Salix�) and ALTANA PHARMA US, INC., a Delaware corporation (�Altana�).
WHEREAS, Salix owns, develops, markets and manufactures rifaximin, an antibiotic marketed and sold under the name �Xifaxan�� (the �Product�), the initial indication for which is the treatment of patients, twelve (12) years of age . . .
1035019
|
Salix Pharma
As referenced in this CO-Promotion Agreement:
SALIX PHARMACEUTICALS, – Portions of this exhibit marked [*] are requested to be treated confidentially.
CO-PROMOTION AGREEMENT
This CO-PROMOTION AGREEMENT (this Agreement), dated March 2, 2005, is entered into by and between SALIX PHARMACEUTICALS, INC., a California corporation (Salix) and ALTANA PHARMA US, INC., a Delaware corporation (Altana).
WHEREAS, Salix owns, develops, markets and manufactures rifaximin, an antibiotic marketed and sold under the _____________
Salix Pharmaceuticals, – by Altana that is involved in the Promotion or Detailing of the Product.
Residual Payment Period has the meaning set forth in Section 5.3 of this Agreement.
Salix means Salix Pharmaceuticals, Inc., a California corporation.
Salix Target Physicians means physicians and other practitioners licensed to prescribe pharmaceutical products that are included in Salixs current call file list as of the _____________
Salix Pharmaceuticals, – its address or facsimile number for purposes of receiving notices hereunder by giving notice in writing to the other Party pursuant to this Section 12.5.
28
If to Salix:
Salix Pharmaceuticals, Inc.
8540 Colonnade Center Drive, Suite 501
Raleigh, NC 27615
Attn: Chief Executive Officer
Facsimile: 919-862-1095
With a copy to:
Salix Pharmaceuticals, Inc.
8540 Colonnade Center Drive, _____________
Salix Pharmaceuticals, – 12.5.
28
If to Salix:
Salix Pharmaceuticals, Inc.
8540 Colonnade Center Drive, Suite 501
Raleigh, NC 27615
Attn: Chief Executive Officer
Facsimile: 919-862-1095
With a copy to:
Salix Pharmaceuticals, Inc.
8540 Colonnade Center Drive, Suite 501
Raleigh, NC 27615
Attn: General Counsel
Facsimile: 919-862-1095
If to Altana:
Altana Pharma US, Inc.
210 Park Avenue
Florham Park, _____________
SALIX PHARMACEUTICALS, – but excluding failure caused by a partys financial condition or negligence) (a Force Majeure).
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
SALIX PHARMACEUTICALS, INC.
By:
/s/ Carolyn J. Logan
Name:
Carolyn J. Logan
Title:
President & CEO
ALTANA PHARMA US, INC.
By:
/s/ George W. Cole
Name:
George W. Cole
Title:
President
_____________
dt 1528673
| |
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Full Doc
 | 2005 |
CO-Promotion Agreement
CO-Promotion Agreement (98K)
Doc #1035086: Click preview link for longer preview.
Portions of this exhibit marked [*] are requested to be treated confidentially.
CO-PROMOTION AGREEMENT
This CO-PROMOTION AGREEMENT (this �Agreement�), dated March 2, 2005, is entered into by and between SALIX PHARMACEUTICALS, INC., a California corporation (�Salix�) and ALTANA PHARMA US, INC., a Delaware corporation (�Altana�).
WHEREAS, Salix owns, develops, markets and manufactures rifaximin, an antibiotic marketed and sold under the name �Xifaxan�� (the �Product�), the initial indication for which is the treatment of patients, twelve (12) years of age . . .
1035086
|
Salix Pharma
As referenced in this CO-Promotion Agreement:
SALIX PHARMACEUTICALS, – Portions of this exhibit marked [*] are requested to be treated confidentially.
CO-PROMOTION AGREEMENT
This CO-PROMOTION AGREEMENT (this Agreement), dated March 2, 2005, is entered into by and between SALIX PHARMACEUTICALS, INC., a California corporation (Salix) and ALTANA PHARMA US, INC., a Delaware corporation (Altana).
WHEREAS, Salix owns, develops, markets and manufactures rifaximin, an antibiotic marketed and sold under the _____________
Salix Pharmaceuticals, – this Agreement.
Representative means a pharmaceutical sales representative or any other Person employed or engaged by Altana that is involved in the Promotion or Detailing of the Product.
[*]
Salix means Salix Pharmaceuticals, Inc., a California corporation.
Salix Target Physicians means physicians and other practitioners licensed to prescribe pharmaceutical products that are included in Salixs current call file list as of the _____________
Salix Pharmaceuticals, – change its address or facsimile number for purposes of receiving notices hereunder by giving notice in writing to the other Party pursuant to this Section 12.5.
If to Salix:
Salix Pharmaceuticals, Inc.
8540 Colonnade Center Drive, Suite 501
Raleigh, NC 27615
Attn: Chief Executive Officer
Facsimile: 919-862-1095
With a copy to:
Salix Pharmaceuticals, Inc.
8540 Colonnade Center Drive, _____________
Salix Pharmaceuticals, – Section 12.5.
If to Salix:
Salix Pharmaceuticals, Inc.
8540 Colonnade Center Drive, Suite 501
Raleigh, NC 27615
Attn: Chief Executive Officer
Facsimile: 919-862-1095
With a copy to:
Salix Pharmaceuticals, Inc.
8540 Colonnade Center Drive, Suite 501
Raleigh, NC 27615
Attn: General Counsel
Facsimile: 919-862-1095
If to Altana:
Altana Pharma US, Inc.
210 Park Avenue
Florham Park, _____________
SALIX PHARMACEUTICALS, – excluding failure caused by a partys financial condition or negligence) (a Force Majeure).
29
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
SALIX PHARMACEUTICALS, INC.
By:
/s/ Carolyn J. Logan
Name:
Carolyn J. Logan
Title:
President & CEO
ALTANA PHARMA US, INC.
By:
/s/ George W. Cole
Name:
George W. Cole
Title:
President
_____________
dt 1528675
| |
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 | 2004 |
CO-Promotion Agreement
CO-Promotion Agreement (116K)
Doc #1047005: Click preview link for longer preview.
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CO-PROMOTION AGREEMENT
This CO-PROMOTION AGREEMENT (this "Agreement") is entered into and
effective as of this 4th day of October, 2004 (the "Effective Date"), by and
between SANTARUS, INC., a Delaware corporation ("Santarus"), and OTSUKA AMERICA
PHARMACEUTICAL, INC., a Delaware corporation ("Co-Promotion Partner").
WHEREAS, Santarus has exclusive rights to market and distribute the
Products in the United States;
WHEREAS, . . .
1047005
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Santarus
As referenced in this CO-Promotion Agreement:
SANTARUS, – EXCHANGE COMMISSION.
CO-PROMOTION AGREEMENT
This CO-PROMOTION AGREEMENT (this "Agreement") is entered into and
effective as of this 4th day of October, 2004 (the "Effective Date"), by and
between SANTARUS, INC., a Delaware corporation ("Santarus"), and OTSUKA AMERICA
PHARMACEUTICAL, INC., a Delaware corporation ("Co-Promotion Partner").
WHEREAS, Santarus has exclusive rights to market and distribute the
Products in the _____________
"Santarus" – This CO-PROMOTION AGREEMENT (this "Agreement") is entered into and
effective as of this 4th day of October, 2004 (the "Effective Date"), by and
between SANTARUS, INC., a Delaware corporation ("Santarus" ), and OTSUKA AMERICA
PHARMACEUTICAL, INC., a Delaware corporation ("Co-Promotion Partner").
WHEREAS, Santarus has exclusive rights to market and distribute the
Products in the United States;
WHEREAS, Co-Promotion _____________
Santarus – this 4th day of October, 2004 (the "Effective Date"), by and
between SANTARUS, INC., a Delaware corporation ("Santarus"), and OTSUKA AMERICA
PHARMACEUTICAL, INC., a Delaware corporation ("Co-Promotion Partner").
WHEREAS, Santarus has exclusive rights to market and distribute the
Products in the United States;
WHEREAS, Co-Promotion Partner is engaged in the business of and has
expertise in, among other things, _____________
Santarus – the
Products in the United States;
WHEREAS, Co-Promotion Partner is engaged in the business of and has
expertise in, among other things, the promotion of pharmaceutical products; and
WHEREAS, Santarus and Co-Promotion Partner desire to work together to
promote the Products in the United States upon the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the _____________
Santarus – Section
5.2(a).
"Marketing Plan(s)" shall mean (a) the initial plan as of the Effective
Date for the promotion, marketing and sale of the Products as developed by
Santarus and (b) additional plans for such promotion, marketing and sale of the
Products as developed by Santarus from time to time thereafter throughout the
Term, following reasonable consideration of input _____________
dt 1350715
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Missouri
As referenced in this CO-Promotion Agreement:
University of
Missouri) – Effective Date, it has received no notice
from a third party claiming any ownership interest in the patent rights covering
the Product(s) (other than the ownership interest of the University of
Missouri) ; (iii) as of the Effective Date, it is unaware of any third-party
infringement of the Product(s) which would have a material adverse effect on the
rights granted _____________
dt 1541618
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Preview
Full Doc
 | 2005 |
CO-Promotion Agreement
CO-Promotion Agreement (183K)
Doc #1058308: Click preview link for longer preview.
CO-PROMOTION AGREEMENT
BY AND BETWEEN
SMITHKLINE BEECHAM CORPORATION D/B/A GLAXOSMITHKLINE
AND
ALLERGAN, INC.
AND
ALLERGAN SALES LLC
SEPTEMBER 30, 2005
<PAGE>
CO-PROMOTION AGREEMENT
This Co-Promotion Agreement (the "Co-Promotion Agreement" or this
" . . .
1058308
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Allergan
As referenced in this CO-Promotion Agreement:
ALLERGAN, INC – txt
<DESCRIPTION>EXHIBIT 10.53
<TEXT>
<PAGE>
Exhibit 10.53
CO-PROMOTION AGREEMENT
BY AND BETWEEN
SMITHKLINE BEECHAM CORPORATION D/B/A GLAXOSMITHKLINE
AND
ALLERGAN, INC .
AND
ALLERGAN SALES LLC
SEPTEMBER 30, 2005
<PAGE>
CO-PROMOTION AGREEMENT
This Co-Promotion Agreement (the "Co-Promotion Agreement" or this
"Agreement"), dated September 30, 2005 (the " _____________
Allergan, Inc – b/a GlaxoSmithKline, a corporation
organized and existing under the laws of the Commonwealth of Pennsylvania and
having a place of business at One Franklin Plaza, Philadelphia, PA 19101
("GSK"), Allergan, Inc ., a corporation organized and existing under the laws of
the State of Delaware and having a principal place of business at 2525 Dupont
Drive, Irvine, Ca 92612-1599 ("Allergan, _____________
"Allergan, Inc – Allergan, Inc., a corporation organized and existing under the laws of
the State of Delaware and having a principal place of business at 2525 Dupont
Drive, Irvine, Ca 92612-1599 ("Allergan, Inc .") and Allergan Sales LLC, a
limited liability company organized and existing under the laws of the state of
Delaware and having a principal place of business at 2525 Dupont _____________
Allergan,
Inc – under the laws of the state of
Delaware and having a principal place of business at 2525 Dupont Drive, Irvine,
Ca 92612-1599 ("Allergan LLC"), ("Allergan LLC" and, together with Allergan,
Inc ., "Allergan").
RECITALS
WHEREAS, GSK owns or controls all rights to the Product (as defined below)
in the Territory (as defined below);
WHEREAS, GSK and Allergan each have an internal _____________
Allergan inc – if any, to Allergan's Personnel as well as costs and expenses
associated with liability and Workers' Compensation insurance coverage
applicable to such Personnel.
(C) All costs and expenses of Allergan inc urred in complying with
SECTION 3.2.10 (EMPLOYMENT QUALIFICATIONS) and SECTION 3.2.11 (INELIGIBLE
Persons).
(D) All costs and expenses of Allergan as set forth in SECTION
4. _____________
dt 1411519
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