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Full Doc
 | 2003 |
Merchant Program Processing Agreement
Merchant Program Processing Agreement (119K)
Doc #191531: Click preview link for longer preview.
IPAYMENT, INC.
CHASE MERCHANT SERVICES, L.L.C., AND
JPMORGAN CHASE BANK
MERCHANT PROGRAM
PROCESSING AGREEMENT
{PAGE}
MERCHANT PROGRAM PROCESSING AGREEMENT
THIS MERCHANT PROGRAM PROCESSING AGREEMENT ("Agreement") is entered
into this 31st day of January 2003, among IPAYMENT, INC., a Delaware
corporation, having its principal place of business at 40 Burton Hills, Suite
415, Nashville, TN 37215 ("IPAYMENT"), CHASE MERCHANT SERVICES, L.L.C. ("CMS"),
with an office at 3975 N.W. 120th Avenue, Coral Springs, Florida 33065, and
JPMORGAN CHASE BANK ("CHASE"), with an office at 100 Duffy Avenue, Hicksville,
New York 11801. Under this Agreement, CMS and CHASE will collectively be
referred to as "SERVICERS".
RECITALS
WHEREAS, CHASE, as a principal Member of VISA, U.S.A. Incorporated
("VISA") and MasterCard International, Inc. ("MasterCard"), and a member of
certain Networks, together with CMS, provides Merchants the ability to establish
a merchant account through which CHASE and CMS provide electronic Card
processing services, including authorization, data capture, processing,
settlement and reconciliation of United States Dollar denominated credit and
debit card transactions (the "Payment Processing Services").
WHEREAS, IPAYMENT and its wholly-owned subsidiaries listed on EXHIBIT B
to this Agreement ("Subsidiaries") are in the business of developing and
marketing Merchant credit and debit card programs, originating Merchant
relationships, and providing (either directly or through a third party provider)
Merchant bankcard processing services.
WHEREAS, IPAYMENT and its Subsidiaries, pursuant to existing marketing
and service agreements with other Member banks, are sponsored and registered as
an Independent Sales Organizations ("ISO") and Member Service Providers ("MSP")
for Visa and MasterCard, respectively, and have acquired and/or established a
credit card merchant portfolio (through other Member banks), for which IPAYMENT
and its Subsidiaries, as of the effective date of this Agreement, either
directly or through a third party provider, provide processing services for the
merchants identified on EXHIBIT C hereto and made a part hereof (the "Existing
Portfolio").
WHEREAS, IPAYMENT and SERVICERS desire to establish a Merchant Program
whereby CHASE will sponsor as ISOs and MSPs for Visa and MasterCard,
respectively, IPAYMENT and Subsidiaries, as well as Subsidiaries' respective
Sub-Independent Sales Organizations (as such term is defined in Section 2.7 of
this Agreement) as are approved by SERVICERS in SERVICERS' sole discretion, in
accordance with this Agreement, and whereby SERVICERS will settle Card
transactions and perform certain other functions in connection therewith
pursuant to and as outlined in the terms of this Agreement, with respect to (i)
the Existing Portfolio; (ii) Approved Merchants; and (iii) any Subsequently
Acquired Portfolio approved by SERVICES under this Agreement.
WHEREAS, SERVICERS and IPAYMENT have arrived at mutually acceptable
parameters for the Program and desire to enter into this Agreement reflecting
such parameters and establishing the business and legal terms relating to the
establishment of the Program.
Page 1 of 46
{PAGE}
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants herein contained, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
SECTION 1
DEFINITIONS
As used in this Agreement, the following capitalized terms shall have the
meanings set forth below:
"ACH" shall mean the electronic transfer of funds through the Automated
Clearing House System.
"ACTIVE ACCOUNT" shall mean an Approved Merchant that is subject to
assessment for the monthly minimum fee for processing.
"AFFILIATE" shall mean any entity that directly or indirectly controls,
is controlled by or is under common control with any party to this Agreement.
Chase Merchant Ventures, Inc., First Data Merchant Services Corporation and each
of their Affiliates shall also be considered Affiliates of CMS for purposes of
this Agreement, regardless of whether they satisfy the requirements of the
preceding sentence.
"APPLICANT" shall mean a Merchant who submits a Merchant Application.
"APPLICATION" shall mean the Merchant application (approved by
SERVICERS and IPAYMENT) and disseminated by IPAYMENT. The Application may be
modified by mutual written agreement of SERVICERS and IPAYMENT. IPAYMENT shall
cease its use of any Application which may become unacceptable to SERVICERS, in
SERVICERS' sole, reasonable judgment, upon thirty (30) days' notice (unless,
however, a shorter timeframe is required by an Association, the Rules or
applicable law, rules or regulations, in which case, such shorter timeframe will
apply).
"APPLICATION MATERIALS" shall mean the Application and all other
materials developed to facilitate the execution of Merchant Processing
Agreements, as approved by SERVICERS and IPAYMENT. IPAYMENT shall cease its use
of any Application Materials which may become unacceptable to SERVICERS, in
SERVICERS' sole, reasonable judgment, upon thirty (30) days' notice (unless,
however, a shorter timeframe is required by an Association, the Rules or
applicable law, rules or regulations, in which case, such shorter timeframe will
apply).
"APPROVED MERCHANT" means each: (i) Merchant approved by SERVICERS for
participation in the Program that enters into a Merchant Processing Agreement
with SERVICERS; (ii) each Existing Merchant in the Existing Portfolio which is
approved to participate in the Program by SERVICERS pursuant to the terms of
this Agreement and whose contract for Transaction processing and settlement
services with another Member (and/or IPAYMENT or one of its Subsidiaries or a
predecessor in interest to IPAYMENT), has been assigned to SERVICERS; and (iii)
each Merchant in a Subsequently Acquired Portfolio which is approved to
participate in the Program by SERVICERS pursuant to the terms of this Agreement
and whose contract for Transaction processing and settlement services with
another Member (and/or IPAYMENT, or a predecessor in interest to IPAYMENT), has
been assigned to SERVICERS.
191531
|
iPayment
As referenced in this Merchant Program Processing Agreement:
IPAYMENT, INC – confidential treatment pursuant to the
Company's request for confidential treatment pursuant to Rule 406 under the
Securities Act of 1933, as amended.
IPAYMENT, INC .
CHASE MERCHANT SERVICES, L.L.C., AND
JPMORGAN CHASE BANK
MERCHANT PROGRAM
PROCESSING AGREEMENT
{PAGE}
MERCHANT PROGRAM PROCESSING AGREEMENT
THIS MERCHANT PROGRAM
_____________
IPAYMENT, INC – PROCESSING AGREEMENT
{PAGE}
MERCHANT PROGRAM PROCESSING AGREEMENT
THIS MERCHANT PROGRAM PROCESSING AGREEMENT ("Agreement") is entered
into this 31st day of January 2003, among IPAYMENT, INC ., a Delaware
corporation, having its principal place of business at 40 Burton Hills, Suite
415, Nashville, TN 37215 ("IPAYMENT"), CHASE MERCHANT SERVICES,
_____________
IPAYMENT, INC – General Counsel (same address)
IF TO CHASE:
JPMORGAN CHASE BANK
100 Duffy Avenue
Hicksville, New York 11801
Attention: Merchant Services
IF TO IPAYMENT:
IPAYMENT, INC .
40 Burton Hills, Suite 415
Nashville, TN 37215
ATTN: Greg Daily, CEO
WITH A COPY TO ATTENTION: General Counsel
IPAYMENT, INC.
9121
_____________
IPAYMENT, INC – TO IPAYMENT:
IPAYMENT, INC.
40 Burton Hills, Suite 415
Nashville, TN 37215
ATTN: Greg Daily, CEO
WITH A COPY TO ATTENTION: General Counsel
IPAYMENT, INC .
9121 Oakdale Avenue, Suite 201
Chatsworth, CA 91311
Or to such other person or address as either party may designate by
notice
_____________
IPAYMENT, INC – of this Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
31st day of January, 2003.
IPAYMENT, INC .
By:/s/ Greg Daily
----------------------------------
Title: Chief Executive Officer
-------------------------------
Date: January 28, 2003
--------------------------------
CHASE MERCHANT SERVICES, L.L.C.
By:/s/ Patricia Keller
----------------------------------
_____________
dt 269516
;
 JPMorgan Chase
As referenced in this Merchant Program Processing Agreement:
JPMORGAN CHASE – Securities Act of 1933, as amended.
IPAYMENT, INC.
CHASE MERCHANT SERVICES, L.L.C., AND
JPMORGAN CHASE BANK
MERCHANT PROGRAM
PROCESSING AGREEMENT
{PAGE}
MERCHANT PROGRAM PROCESSING AGREEMENT
THIS MERCHANT PROGRAM PROCESSING AGREEMENT ("
JPMORGAN CHASE – CMS"),
with an office at 3975 N.W. 120th Avenue, Coral Springs, Florida 33065, and
JPMORGAN CHASE BANK ("CHASE"), with an office at 100 Duffy Avenue, Hicksville,
New York 11801. Under this
JPMORGAN CHASE – Chief Executive Officer
WITH A COPY TO ATTENTION: General Counsel (same address)
IF TO CHASE:
JPMORGAN CHASE BANK
100 Duffy Avenue
Hicksville, New York 11801
Attention: Merchant Services
IF TO IPAYMENT:
IPAYMENT,
JPMORGAN CHASE – MERCHANT SERVICES, L.L.C.
By:/s/ Patricia Keller
----------------------------------
Title: Illegible
-------------------------------
Date: January 29, 2003
--------------------------------
JPMORGAN CHASE BANK
By:/s/ Illegible
----------------------------------
Title: Illegible
-------------------------------
Date: January 31, 2003
--------------------------------
Page 34 of 46
{/TEXT}
{/
dt 46352
;
| Chase Merchant Services, L.L.C.
|
Preview
Full Doc
| 2002 |
Processing Agreement
Processing Agreement (38K)
Doc #282544: Click preview link for longer preview.
PROCESSING AGREEMENT
THIS PROCESSING AGREEMENT (the "Agreement") is made and entered into
this 20th day of December, 2001, between Akorn, Inc., a Louisiana Corporation
("Akorn") and NeoPharm, Inc., a Delaware Corporation ("NeoPharm").
WHEREAS, NeoPharm is a pharmaceutical company which has developed
certain chemotherapeutic agents (the "Products");
WHEREAS, Akorn owns and operates a lyophilization facility located at
1222 West Grand Avenue, Decatur, Illinois (the "Facility") and has the ability
and capacity to process and finish pharmaceutical products; and
WHEREAS, NeoPharm desires to contract with Akorn to process and finish
the Products at the Facility, and Akorn desires to provide such services, on the
terms and conditions set forth herein
NOW, THEREFORE, in consideration of the mutual covenants and promises
set forth herein, the parties agree as follows:
ARTICLE I
PROCESSING ESTIMATE/DELIVERY OF PRODUCTS
Section 1.1. PROCESSING ESTIMATE. At least thirty (30) days prior to
the Effective Date (as defined herein), and at least thirty (30) days prior to
the commencement of each twelve (12) month period thereafter, NeoPharm shall
deliver to Akorn its good faith estimate (the "Estimate") of the quantity of
Products to be Processed (as defined herein) by Akorn hereunder for the upcoming
twelve (12) month period. Such estimate shall be non-binding, and NeoPharm shall
update the Estimate quarterly based upon its expected Processing needs. Akorn
agrees to allocate to the Processing of NeoPharm's Products no less than fifteen
percent (15%) of the Facility's Processing capacity during every twelve (12)
month period during the Term of this Agreement; the actual allocation of the
Facility's capacity to NeoPharm for such period shall be agreed upon by the
parties and is referred to herein as the "Processing Maximum". Processing
Capacity shall be measured in terms of hours usage of the Facility. NeoPharm
shall have the right to audit Akorn's books and records to ascertain compliance
with this Section 1.1.
Section 1.2. PURCHASE ORDERS. From time to time, NeoPharm shall provide
Akorn with a purchase order (the "Purchase Order") which shall set forth the
Product to be Processed and the quantity of Bulk Product to be Processed by
Akorn (the "Batch"). Akorn shall provide NeoPharm with written acceptance of the
Purchase Order, which acceptance shall set forth the date the Processing Run (as
defined herein) for the Batch covered by such Purchase Order shall commence (the
"Processing Run Commencement Date"). Akorn agrees that the Pocessing Run
Commencement Date shall be no later than fourteen (14) days after Akorn's
receipt of the
{Page}
Purchase Order. Akorn shall use its best efforts to accommodate NeoPharm's
request to amend a Purchase order to modify the size of a Batch to be Processed.
Section 1.3. ESTIMATED YIELD. Upon Akorn's acceptance of a Purchase
Order, Akorn shall calculate the estimated Final Product to be manufactured
(the "Estimated Yield") from the Batch that is the subject of the Purchase
Order. The Estimated Yield factor to be applied to each Purchase Order shall
be based upon the optimum yield determined from the first (3) Processing Runs
of a particular Product. Such determination and each such Processing Run
shall be performed and conducted in the presence of a NeoPharm
representative. In the event NeoPharm disagrees with Akorn's Estimated Yield,
the Parties shall in good faith agree upon a third party to review the data
Akorn utilized to calculate the Estimated Yield. The findings of such third
party shall be binding on both parties. In the event that the actual yield of
any Batch is less than ninety-five percent (95%) of the Estimated Yield,
NeoPharm shall be entitled to an investigation of the reason(s) for the
reduced yield of the Batch, and NeoPharm shall be entitled to an equitable
reduction (the "Yield Credit") in the Processing Fee (as defined herein).
Section 1.4. DELIVERY OF BULK PRODUCTS. At least fifteen (15)
business days prior to each Processing Run Commencement Date, NeoPharm shall
deliver to Akorn sufficient amounts of Bulk Product for such Processing Run
along with any applicable vial labeling materials. For purposes of this
Agreement, Bulk Product shall mean formulated solutions of the Products.
NeoPharm warrants that all Bulk Product provided hereunder shall meet all
applicable specifications and shall have been produced in compliance with
applicable federal, state and local laws and regulations, including, without
limitation, the Good Manufacturing Practices Regulations ("GMPs") of the
United States Food and Drug Administration ("FDA"), 21 C.F.R. part 211, in
effect at the time of Processing. In connection with the delivery of Bulk
Product, NeoPharm shall provide Akorn with written certification of the
sterility of Bulk Product.
Section 1.5. OWNERSHIP/RISK OF LOSS. NeoPharm shall own all Bulk
Product delivered by NeoPharm and all Finished Product (as defined herein)
Processed by Akorn and, except in a case giving rise to Akorn's
indemnification responsibilities hereunder, NeoPharm shall bear the risk of
loss with respect to such materials.
ARTICLE II
PROCESSING OF BULK PRODUCTS
Section 2.1. PROCESSING OBLIGATIONS. Commencing with each Processing
Run Commencement Date, Akorn shall Process the Bulk Product corresponding to
the applicable Purchase Order in accordance with the terms of this Article II
(each a "Processing Run"). For purposes of this Agreement, "Processing" shall
mean filling into vials, lyophilizing, inspecting and packaging the Bulk
Product in order to produce finished pharmaceutical dosage forms of the
Products (the "Finished Product"). The parameters (the "Processing
Parameters") under which Akorn shall Process the Bulk Product shall be
282544
|
Akorn
As referenced in this Processing Agreement:
Akorn, – Page}
EXHIBIT 10.03
PROCESSING AGREEMENT
THIS PROCESSING AGREEMENT (the "Agreement") is made and entered into
this 20th day of December, 2001, between Akorn, Inc., a Louisiana Corporation
("Akorn") and NeoPharm, Inc., a Delaware Corporation ("NeoPharm").
WHEREAS, NeoPharm is a pharmaceutical company which has developed
certain
_____________
"Akorn" – AGREEMENT
THIS PROCESSING AGREEMENT (the "Agreement") is made and entered into
this 20th day of December, 2001, between Akorn, Inc., a Louisiana Corporation
("Akorn" ) and NeoPharm, Inc., a Delaware Corporation ("NeoPharm").
WHEREAS, NeoPharm is a pharmaceutical company which has developed
certain chemotherapeutic agents (the "Products");
WHEREAS,
_____________
Akorn – Akorn") and NeoPharm, Inc., a Delaware Corporation ("NeoPharm").
WHEREAS, NeoPharm is a pharmaceutical company which has developed
certain chemotherapeutic agents (the "Products");
WHEREAS, Akorn owns and operates a lyophilization facility located at
1222 West Grand Avenue, Decatur, Illinois (the "Facility") and has the ability
and capacity to
_____________
Akorn – Decatur, Illinois (the "Facility") and has the ability
and capacity to process and finish pharmaceutical products; and
WHEREAS, NeoPharm desires to contract with Akorn to process and finish
the Products at the Facility, and Akorn desires to provide such services, on the
terms and conditions set forth
_____________
Akorn – process and finish pharmaceutical products; and
WHEREAS, NeoPharm desires to contract with Akorn to process and finish
the Products at the Facility, and Akorn desires to provide such services, on the
terms and conditions set forth herein
NOW, THEREFORE, in consideration of the mutual covenants and promises
_____________
dt 227195
;
NeoPharm
As referenced in this Processing Agreement:
NeoPharm, – PROCESSING AGREEMENT (the "Agreement") is made and entered into
this 20th day of December, 2001, between Akorn, Inc., a Louisiana Corporation
("Akorn") and NeoPharm, Inc., a Delaware Corporation ("NeoPharm").
WHEREAS, NeoPharm is a pharmaceutical company which has developed
certain chemotherapeutic agents (the "Products");
WHEREAS, Akorn owns
_____________
"NeoPharm" – made and entered into
this 20th day of December, 2001, between Akorn, Inc., a Louisiana Corporation
("Akorn") and NeoPharm, Inc., a Delaware Corporation ("NeoPharm" ).
WHEREAS, NeoPharm is a pharmaceutical company which has developed
certain chemotherapeutic agents (the "Products");
WHEREAS, Akorn owns and operates a lyophilization facility
_____________
NeoPharm – entered into
this 20th day of December, 2001, between Akorn, Inc., a Louisiana Corporation
("Akorn") and NeoPharm, Inc., a Delaware Corporation ("NeoPharm").
WHEREAS, NeoPharm is a pharmaceutical company which has developed
certain chemotherapeutic agents (the "Products");
WHEREAS, Akorn owns and operates a lyophilization facility located at
1222
_____________
NeoPharm – at
1222 West Grand Avenue, Decatur, Illinois (the "Facility") and has the ability
and capacity to process and finish pharmaceutical products; and
WHEREAS, NeoPharm desires to contract with Akorn to process and finish
the Products at the Facility, and Akorn desires to provide such services, on the
_____________
NeoPharm – the Effective Date (as defined herein), and at least thirty (30) days prior to
the commencement of each twelve (12) month period thereafter, NeoPharm shall
deliver to Akorn its good faith estimate (the "Estimate") of the quantity of
Products to be Processed (as defined herein) by Akorn
_____________
dt 216679
;
|
 Ross & Hardies
As referenced in this Processing Agreement:
Ross & Hardies
– Kindorf, III
To NeoPharm: Neopharm, Inc.
150 Field Drive, Illinois 60045
Facsimile No.: (847) 295-8854
Attn: James Hussey
With a Copy to: Ross & Hardies
150 North Michigan Avenue
Chicago, Illinois 60601-7567
Facsimile No.: (312) 750-8600
Attn: Scott Becker
Notice of change of address shall
_____________
dt 205221
|
Preview
Full Doc
| 2003 |
Processing Agreement
Processing Agreement (119K)
Doc #390032: Click preview link for longer preview.
Securities Act of 1933, as amended.
IPAYMENT, INC.
CHASE MERCHANT SERVICES, L.L.C., AND
JPMORGAN CHASE BANK
MERCHANT PROGRAM
PROCESSING AGREEMENT
MERCHANT PROGRAM PROCESSING AGREEMENT
THIS MERCHANT PROGRAM PROCESSING AGREEMENT ("Agreement") is entered
into this 31st day of January 2003, among IPAYMENT, INC., a Delaware
corporation, having its principal place of business . . .
390032
|
iPayment
As referenced in this Processing Agreement:
IPAYMENT, INC – pursuant to the Company's request for confidential treatment pursuant to the
Company's request for confidential treatment pursuant to Rule 406 under the
Securities Act of 1933, as amended.
IPAYMENT, INC .
CHASE MERCHANT SERVICES, L.L.C., AND
JPMORGAN CHASE BANK
MERCHANT PROGRAM
PROCESSING AGREEMENT
{PAGE}
MERCHANT PROGRAM PROCESSING AGREEMENT
THIS MERCHANT PROGRAM PROCESSING AGREEMENT ("Agreement") is entered
into this
_____________
IPAYMENT, INC – C., AND
JPMORGAN CHASE BANK
MERCHANT PROGRAM
PROCESSING AGREEMENT
{PAGE}
MERCHANT PROGRAM PROCESSING AGREEMENT
THIS MERCHANT PROGRAM PROCESSING AGREEMENT ("Agreement") is entered
into this 31st day of January 2003, among IPAYMENT, INC ., a Delaware
corporation, having its principal place of business at 40 Burton Hills, Suite
415, Nashville, TN 37215 ("IPAYMENT"), CHASE MERCHANT SERVICES, L.L.C. ("CMS"),
with an office
_____________
IPAYMENT, INC – Executive Officer
WITH A COPY TO ATTENTION: General Counsel (same address)
IF TO CHASE:
JPMORGAN CHASE BANK
100 Duffy Avenue
Hicksville, New York 11801
Attention: Merchant Services
IF TO IPAYMENT:
IPAYMENT, INC .
40 Burton Hills, Suite 415
Nashville, TN 37215
ATTN: Greg Daily, CEO
WITH A COPY TO ATTENTION: General Counsel
IPAYMENT, INC.
9121 Oakdale Avenue, Suite 201
Chatsworth, CA 91311
_____________
IPAYMENT, INC – New York 11801
Attention: Merchant Services
IF TO IPAYMENT:
IPAYMENT, INC.
40 Burton Hills, Suite 415
Nashville, TN 37215
ATTN: Greg Daily, CEO
WITH A COPY TO ATTENTION: General Counsel
IPAYMENT, INC .
9121 Oakdale Avenue, Suite 201
Chatsworth, CA 91311
Or to such other person or address as either party may designate by
notice given to the other party as provided
_____________
IPAYMENT, INC – 13 shall survive the
termination or expiration of this Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
31st day of January, 2003.
IPAYMENT, INC .
By:/s/ Greg Daily
----------------------------------
Title: Chief Executive Officer
-------------------------------
Date: January 28, 2003
--------------------------------
CHASE MERCHANT SERVICES, L.L.C.
By:/s/ Patricia Keller
----------------------------------
Title: Illegible
-------------------------------
Date: January 29, 2003
--------------------------------
JPMORGAN
_____________
dt 1385356
;
|
JPMorgan Chase
As referenced in this Processing Agreement:
JPMORGAN CHASE BANK
– pursuant to the
Company's request for confidential treatment pursuant to Rule 406 under the
Securities Act of 1933, as amended.
IPAYMENT, INC.
CHASE MERCHANT SERVICES, L.L.C., AND
JPMORGAN CHASE BANK
MERCHANT PROGRAM
PROCESSING AGREEMENT
{PAGE}
MERCHANT PROGRAM PROCESSING AGREEMENT
THIS MERCHANT PROGRAM PROCESSING AGREEMENT ("Agreement") is entered
into this 31st day of January 2003, among IPAYMENT, INC., a Delaware
_____________
JPMORGAN CHASE BANK – 40 Burton Hills, Suite
415, Nashville, TN 37215 ("IPAYMENT"), CHASE MERCHANT SERVICES, L.L.C. ("CMS"),
with an office at 3975 N.W. 120th Avenue, Coral Springs, Florida 33065, and
JPMORGAN CHASE BANK ("CHASE"), with an office at 100 Duffy Avenue, Hicksville,
New York 11801. Under this Agreement, CMS and CHASE will collectively be
referred to as "SERVICERS".
RECITALS
WHEREAS, CHASE, as
_____________
JPMORGAN CHASE BANK
– MERCHANT SERVICES, L.L.C.
3975 N.W. 120th Avenue
Coral Springs, Florida 33065
Attention: Chief Executive Officer
WITH A COPY TO ATTENTION: General Counsel (same address)
IF TO CHASE:
JPMORGAN CHASE BANK
100 Duffy Avenue
Hicksville, New York 11801
Attention: Merchant Services
IF TO IPAYMENT:
IPAYMENT, INC.
40 Burton Hills, Suite 415
Nashville, TN 37215
ATTN: Greg Daily, CEO
WITH A
_____________
JPMORGAN CHASE BANK
– IPAYMENT, INC.
By:/s/ Greg Daily
----------------------------------
Title: Chief Executive Officer
-------------------------------
Date: January 28, 2003
--------------------------------
CHASE MERCHANT SERVICES, L.L.C.
By:/s/ Patricia Keller
----------------------------------
Title: Illegible
-------------------------------
Date: January 29, 2003
--------------------------------
JPMORGAN CHASE BANK
By:/s/ Illegible
----------------------------------
Title: Illegible
-------------------------------
Date: January 31, 2003
--------------------------------
Page 34 of 46
{/TEXT}
{/DOCUMENT}
_____________
dt 1017874
|
Preview
Full Doc
| 2003 |
Processing Agreement
Processing Agreement (119K)
Doc #390044: Click preview link for longer preview.
Securities Act of 1933, as amended.
IPAYMENT, INC.
CHASE MERCHANT SERVICES, L.L.C., AND
JPMORGAN CHASE BANK
MERCHANT PROGRAM
PROCESSING AGREEMENT
MERCHANT PROGRAM PROCESSING AGREEMENT
THIS MERCHANT PROGRAM PROCESSING AGREEMENT ("Agreement") is entered
into this 31st day of January 2003, among IPAYMENT, INC., a Delaware
corporation, having its principal place of business . . .
390044
|
iPayment
As referenced in this Processing Agreement:
IPAYMENT, INC – pursuant to the Company's request for confidential treatment pursuant to the
Company's request for confidential treatment pursuant to Rule 406 under the
Securities Act of 1933, as amended.
IPAYMENT, INC .
CHASE MERCHANT SERVICES, L.L.C., AND
JPMORGAN CHASE BANK
MERCHANT PROGRAM
PROCESSING AGREEMENT
{PAGE}
MERCHANT PROGRAM PROCESSING AGREEMENT
THIS MERCHANT PROGRAM PROCESSING AGREEMENT ("Agreement") is entered
into this
_____________
IPAYMENT, INC – C., AND
JPMORGAN CHASE BANK
MERCHANT PROGRAM
PROCESSING AGREEMENT
{PAGE}
MERCHANT PROGRAM PROCESSING AGREEMENT
THIS MERCHANT PROGRAM PROCESSING AGREEMENT ("Agreement") is entered
into this 31st day of January 2003, among IPAYMENT, INC ., a Delaware
corporation, having its principal place of business at 40 Burton Hills, Suite
415, Nashville, TN 37215 ("IPAYMENT"), CHASE MERCHANT SERVICES, L.L.C. ("CMS"),
with an office
_____________
IPAYMENT, INC – Executive Officer
WITH A COPY TO ATTENTION: General Counsel (same address)
IF TO CHASE:
JPMORGAN CHASE BANK
100 Duffy Avenue
Hicksville, New York 11801
Attention: Merchant Services
IF TO IPAYMENT:
IPAYMENT, INC .
40 Burton Hills, Suite 415
Nashville, TN 37215
ATTN: Greg Daily, CEO
WITH A COPY TO ATTENTION: General Counsel
IPAYMENT, INC.
9121 Oakdale Avenue, Suite 201
Chatsworth, CA 91311
_____________
IPAYMENT, INC – New York 11801
Attention: Merchant Services
IF TO IPAYMENT:
IPAYMENT, INC.
40 Burton Hills, Suite 415
Nashville, TN 37215
ATTN: Greg Daily, CEO
WITH A COPY TO ATTENTION: General Counsel
IPAYMENT, INC .
9121 Oakdale Avenue, Suite 201
Chatsworth, CA 91311
Or to such other person or address as either party may designate by
notice given to the other party as provided
_____________
IPAYMENT, INC – 13 shall survive the
termination or expiration of this Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
31st day of January, 2003.
IPAYMENT, INC .
By:/s/ Greg Daily
----------------------------------
Title: Chief Executive Officer
-------------------------------
Date: January 28, 2003
--------------------------------
CHASE MERCHANT SERVICES, L.L.C.
By:/s/ Patricia Keller
----------------------------------
Title: Illegible
-------------------------------
Date: January 29, 2003
--------------------------------
JPMORGAN
_____________
dt 1385359
;
|
JPMorgan Chase
As referenced in this Processing Agreement:
JPMORGAN CHASE BANK
– pursuant to the
Company's request for confidential treatment pursuant to Rule 406 under the
Securities Act of 1933, as amended.
IPAYMENT, INC.
CHASE MERCHANT SERVICES, L.L.C., AND
JPMORGAN CHASE BANK
MERCHANT PROGRAM
PROCESSING AGREEMENT
{PAGE}
MERCHANT PROGRAM PROCESSING AGREEMENT
THIS MERCHANT PROGRAM PROCESSING AGREEMENT ("Agreement") is entered
into this 31st day of January 2003, among IPAYMENT, INC., a Delaware
_____________
JPMORGAN CHASE BANK – 40 Burton Hills, Suite
415, Nashville, TN 37215 ("IPAYMENT"), CHASE MERCHANT SERVICES, L.L.C. ("CMS"),
with an office at 3975 N.W. 120th Avenue, Coral Springs, Florida 33065, and
JPMORGAN CHASE BANK ("CHASE"), with an office at 100 Duffy Avenue, Hicksville,
New York 11801. Under this Agreement, CMS and CHASE will collectively be
referred to as "SERVICERS".
RECITALS
WHEREAS, CHASE, as
_____________
JPMORGAN CHASE BANK
– MERCHANT SERVICES, L.L.C.
3975 N.W. 120th Avenue
Coral Springs, Florida 33065
Attention: Chief Executive Officer
WITH A COPY TO ATTENTION: General Counsel (same address)
IF TO CHASE:
JPMORGAN CHASE BANK
100 Duffy Avenue
Hicksville, New York 11801
Attention: Merchant Services
IF TO IPAYMENT:
IPAYMENT, INC.
40 Burton Hills, Suite 415
Nashville, TN 37215
ATTN: Greg Daily, CEO
WITH A
_____________
JPMORGAN CHASE BANK
– IPAYMENT, INC.
By:/s/ Greg Daily
----------------------------------
Title: Chief Executive Officer
-------------------------------
Date: January 28, 2003
--------------------------------
CHASE MERCHANT SERVICES, L.L.C.
By:/s/ Patricia Keller
----------------------------------
Title: Illegible
-------------------------------
Date: January 29, 2003
--------------------------------
JPMORGAN CHASE BANK
By:/s/ Illegible
----------------------------------
Title: Illegible
-------------------------------
Date: January 31, 2003
--------------------------------
Page 34 of 46
{/TEXT}
{/DOCUMENT}
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dt 1017875
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| 2002 |
Processing Agreement
Processing Agreement (38K)
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PROCESSING AGREEMENT
THIS PROCESSING AGREEMENT (the "Agreement") is made and entered into this
20th day of December, 2001, between Akorn, Inc., a Louisiana Corporation
("Akorn") and NeoPharm, Inc., a Delaware Corporation ("NeoPharm").
WHEREAS, NeoPharm is a pharmaceutical company which has developed certain
chemotherapeutic agents (the "Products");
WHEREAS, Akorn owns and operates a lyophilization facility located at 1222
West Grand Avenue, Decatur, Illinois (the "Facility") and has the ability and
capacity to process and finish pharmaceutical products; and
WHEREAS, NeoPharm desires to contract with Akorn to process and finish the
Products at the Facility, and Akorn desires to provide such services, on the
terms and conditions set forth herein
NOW, THEREFORE, in consideration of the mutual covenants and promises set
forth herein, the parties agree as follows:
ARTICLE I
PROCESSING ESTIMATE/DELIVERY OF PRODUCTS
Section 1.1. Processing Estimate. At least thirty (30) days prior to the
Effective Date (as defined herein), and at least thirty (30) days prior to the
commencement of each twelve (12) month period thereafter, NeoPharm shall deliver
to Akorn its good faith estimate (the "Estimate") of the quantity of Products to
be Processed (as defined herein) by Akorn hereunder for the upcoming twelve (12)
month period. Such estimate shall be non-binding, and NeoPharm shall update the
Estimate quarterly based upon its expected Processing needs. Akorn agrees to
allocate to the Processing of NeoPharm's Products no less than fifteen percent
(15%) of the Facility's Processing capacity during every twelve (12) month
period during the Term of this Agreement; the actual allocation of the
Facility's capacity to NeoPharm for such period shall be agreed upon by the
parties and is referred to herein as the "Processing Maximum". Processing
Capacity shall be measured in terms of hours usage of the Facility. NeoPharm
shall have the right to audit Akorn's books and records to ascertain compliance
with this Section 1.1.
Section 1.2. Purchase Orders. From time to time, NeoPharm shall provide
Akorn with a purchase order (the "Purchase Order") which shall set forth the
Product to be Processed and the quantity of Bulk Product to be Processed by
Akorn (the "Batch"). Akorn shall provide NeoPharm with written acceptance of the
Purchase Order, which acceptance shall set forth the date the Processing Run (as
defined herein) for the Batch covered by such Purchase Order shall commence (the
"Processing Run Commencement Date"). Akorn agrees that the Processing Run
Commencement Date shall be no later than fourteen (14) days after Akorn's
receipt of the
{PAGE}
Purchase Order. Akorn shall use its best efforts to accommodate NeoPharm's
request to amend a Purchase order to modify the size of a Batch to be Processed.
Section 1.3. Estimated Yield. Upon Akorn's acceptance of a Purchase Order,
Akorn shall calculate the estimated Final Product to be manufactured (the
"Estimated Yield") from the Batch that is the subject of the Purchase Order. The
Estimated Yield factor to be applied to each Purchase Order shall be based upon
the optimum yield determined from the first (3) Processing Runs of a particular
Product. Such determination and each such Processing Run shall be performed and
conducted in the presence of a NeoPharm representative. In the event NeoPharm
disagrees with Akorn's Estimated Yield, the Parties shall in good faith agree
upon a third party to review the data Akorn utilized to calculate the Estimated
Yield. The findings of such third party shall be binding on both parties. In the
event that the actual yield of any Batch is less than ninety-five percent (95%)
of the Estimated Yield, NeoPharm shall be entitled to an investigation of the
reason(s) for the reduced yield of the Batch, and NeoPharm shall be entitled to
an equitable reduction (the "Yield Credit") in the Processing Fee (as defined
herein).
Section 1.4. Delivery of Bulk Products. At least fifteen (15) business
days prior to each Processing Run Commencement Date, NeoPharm shall deliver to
Akorn sufficient amounts of Bulk Product for such Processing Run along with any
applicable vial labeling materials. For purposes of this Agreement, Bulk Product
shall mean formulated solutions of the Products. NeoPharm warrants that all Bulk
Product provided hereunder shall meet all applicable specifications and shall
have been produced in compliance with applicable federal, state and local laws
and regulations, including, without limitation, the Good Manufacturing Practices
Regulations ("GMPs") of the United States Food and Drug Administration ("FDA"),
21 C.F.R. part 211, in effect at the time of Processing. In connection with the
delivery of Bulk Product, NeoPharm shall provide Akorn with written
certification of the sterility of Bulk Product.
Section 1.5. Ownership/Risk of Loss. NeoPharm shall own all Bulk Product
delivered by NeoPharm and all Finished Product (as defined herein) Processed by
Akorn and, except in a case giving rise to Akorn's indemnification
responsibilities hereunder, NeoPharm shall bear the risk of loss with respect to
such materials.
ARTICLE II
PROCESSING OF BULK PRODUCTS
Section 2.1. Processing Obligations. Commencing with each Processing Run
Commencement Date, Akorn shall Process the Bulk Product corresponding to the
applicable Purchase Order in accordance with the terms of this Article II (each
a "Processing Run"). For purposes of this Agreement, "Processing" shall mean
filling into vials, lyophilizing, inspecting and packaging the Bulk Product in
order to produce finished pharmaceutical dosage forms of the Products (the
"Finished Product"). The parameters (the "Processing Parameters") under which
Akorn shall Process the Bulk Product shall be mutually agreed upon by the
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Akorn
As referenced in this Processing Agreement:
Akorn, Inc – c68892ex10-18.txt
{DESCRIPTION}PROCESSING AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.18
PROCESSING AGREEMENT
THIS PROCESSING AGREEMENT (the "Agreement") is made and entered into this
20th day of December, 2001, between Akorn, Inc ., a Louisiana Corporation
("Akorn") and NeoPharm, Inc., a Delaware Corporation ("NeoPharm").
WHEREAS, NeoPharm is a pharmaceutical company which has developed certain
chemotherapeutic agents (the "Products");
WHEREAS, Akorn owns and
_____________
Akorn, Inc – at the
following addresses and facsimile numbers or to such other or additional address
or facsimile as any party shall hereafter specify by Communication to the other
parties:
To Akorn: Akorn, Inc .
2500 Millbrook Drive
Buffalo Grove, Illinois 60089-4694
Facsimile No. (847) 279-6123
Attn: Antonio Pera
With a Copy to: Tressler, Soderstrom, Maloney & Priess
2100 Manchester Road, Suite 950
_____________
AKORN, INC – agree in writing to assume Akorn's responsibilities hereunder.
* * * * * * * *
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year first written above.
AKORN, INC . NEOPHARM, INC.
By:_________________________ By:______________________________
Its:________________________ Its:_____________________________
12
{PAGE}
Schedule 2.1
Processing Parameters
{PAGE}
Schedule 4.1
Processing Fee
{/TEXT}
{/DOCUMENT}
_____________
dt 1361093
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NeoPharm
As referenced in this Processing Agreement:
NeoPharm, Inc – PAGE}
Exhibit 10.18
PROCESSING AGREEMENT
THIS PROCESSING AGREEMENT (the "Agreement") is made and entered into this
20th day of December, 2001, between Akorn, Inc., a Louisiana Corporation
("Akorn") and NeoPharm, Inc ., a Delaware Corporation ("NeoPharm").
WHEREAS, NeoPharm is a pharmaceutical company which has developed certain
chemotherapeutic agents (the "Products");
WHEREAS, Akorn owns and operates a lyophilization facility located at 1222
_____________
Neopharm, Inc – With a Copy to: Tressler, Soderstrom, Maloney & Priess
2100 Manchester Road, Suite 950
10
{PAGE}
Wheaton, Illinois 60187
Facsimile No.: (630) 668-3003
Attn: William A. Kindorf, III
To NeoPharm: Neopharm, Inc .
150 Field Drive, Illinois 60045
Facsimile No.: (847) 295-8854
Attn: James Hussey
With a Copy to: Ross & Hardies
150 North Michigan Avenue
Chicago, Illinois 60601-7567
Facsimile No.: (
_____________
NEOPHARM, INC – writing to assume Akorn's responsibilities hereunder.
* * * * * * * *
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year first written above.
AKORN, INC. NEOPHARM, INC .
By:_________________________ By:______________________________
Its:________________________ Its:_____________________________
12
{PAGE}
Schedule 2.1
Processing Parameters
{PAGE}
Schedule 4.1
Processing Fee
{/TEXT}
{/DOCUMENT}
_____________
dt 1375226
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Ross & Hardies
As referenced in this Processing Agreement:
Ross & Hardies
– No.: (630) 668-3003
Attn: William A. Kindorf, III
To NeoPharm: Neopharm, Inc.
150 Field Drive, Illinois 60045
Facsimile No.: (847) 295-8854
Attn: James Hussey
With a Copy to: Ross & Hardies
150 North Michigan Avenue
Chicago, Illinois 60601-7567
Facsimile No.: (312) 750-8600
Attn: Scott Becker
Notice of change of address shall be deemed given when actually received, all
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dt 1419458
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