Preview
Full Doc
 | 2003 |
Private Label Web Site and Cross Promotion Agreement
Private Label Web Site and Cross Promotion Agreement (87K)
Doc #146201: Click preview link for longer preview.
PRIVATE LABEL WEB SITE AND CROSS PROMOTION AGREEMENT
This PRIVATE LABEL WEB SITE AND CROSS PROMOTION AGREEMENT ("Agreement"), by and between YP.Net, Inc, a Nevada corporation, with a principal place of business located at 4340 East Jasmine Street, STE 105, Mesa, AZ 35205 ("YP.NET"), and Community IQ, Inc., d.b.a. as Vista.com, a Washington corporation with a principal place of business located at 11241 Willows Road, Suite 100 Building C, Redmond, WA 98052 ("VISTA.COM"), is effective as of Sept. 18, 2001 (the "EFFECTIVE DATE").
RECITALS
WHEREAS, Vista.com owns and operates an internet-based Web Site creation and hosting service currently known as "Vista.com," with a Home Page currently located at http://www.Vista, which develops and hosts personalized websites for small business owners ("Vista, corn's Web Site").
WHEREAS, YP.Net owns and operates a Web Site currently known as "YP.Net and Yellow-Page.Net," with a Home Page currently located at http://www.YP.Net and ----------------- Yellow-Page.Net, which provides the tools and media that allow businesses the ability to contribute Intelligent Intuitive Information to the online information marketplace.
WHEREAS, the parties desire that Vista.com develop, host, and maintain a private label service to allow YP.Net to resell Vista.com's Services to small business owners and to other web site operators for resale to their small business owners. Also, the parties desire to cross promote and sell the service offerings of both Vista.com and YP.Net through the vista.com Network.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties hereby agree as follows:
AGREEMENT
1. DEFINITIONS
"BRAND FEATURES" means any trademarks, service marks, logos, trade names or other identifying names or marks, which are proprietary to a party and which are used by that party to identify its business, products and/or services.
"CONFIDENTIAL INFORMATION" means any information, oral or written, disclosed by either party to the other pursuant to this Agreement except as excluded below. "Confidential Information" includes, without limitation, the terms and conditions of this Agreement, registration information, security measures, information relating to released or unreleased services, marketing or promotion of any service or product, business policies or practices, suppliers, customer base, customer information, YP Net Materials or information received from others that a party is obligated to treat as confidential. "Confidential Information" will not include information that: (i) is or becomes generally known or available by publication, commercial use or otherwise through no fault of the receiving party: (ii) is known and has been reduced to tangible form by the receiving party at the time of disclosure and is not subject to restriction; (iii) is independently and rightfully developed or learned by the receiving party; (iv) is lawfully obtained from a third party that has the right to make such disclosure; or (v) is made generally available by the disclosing party without restriction on disclosure. This paragraph supersedes any other provision in this agreement.
"YP.NET BRAND FEATURES" means any trademarks, service marks, logos, trade names or other identifying names or marks, which are proprietary to YP.Net and which are used to identify its business, products and/or services.
1 {PAGE} "YP.NET MATERIALS" means any information and materials provided byYP.Net to Vista.com under this Agreement
"YP.NET PRIVATE LABEL SERVICE" means a Private Label Service offered byYP.Net to SBOs and to YP.Net Tier 2 Associates (for resale to their SBOs), which allows SBOs to create and maintain their own web sites.
"YP.NET SBO" means a small business owner or other end user to whom YP.Net sells the YP.Net Private Label Service pursuant to this Agreement.
"YP.NET TIER 2 ASSOCIATE" means a Tier 2 Associate to whom YP.Net sells Private Label Services for resale to the Associate's SBOs.
"GROSS REVENUES" means the fees or other sums collected by Vista.com from the sale of YP.Net Private Label Services pursuant to this Agreement, without deduction for Transaction Fees and applicable taxes.
"HOME PAGE" means the initial Web Page of a Web Site seen by a user once the user has directed web browsing technology to access the Web Site's URL.
"LINK" means an embedded icon, object, graphic or text within a Web Page that consists of a hypertext pointer to the URL address of a Web Page.
"NET REVENUES" means Gross Revenues collected by Vista.com from the sale ofYP.Net Private Label Services pursuant to this Agreement after the deduction of Transaction Fees and applicable taxes.
"PARTNERS" means all Tier 1 Partners and Tier 2 Associates.
"PARTNER SERVICES" means the services offered by any Partners via the Vista.com Network, but excluding any services provided by Vista.com.
"PRIVATE LABEL SERVICE" means the web services offered by any Partners to SBOs through the Vista.com Network, which allow the SBOs to create and maintain their own web sites and which consist of (i) Vista.com Basic Services, "SBOS" means those small business owners or other end users of any Private Label Service. "SERVICES" means the Vista.com Basic Services.
"SPECIFICATIONS" means the content and technical specifications for the YP.Net Private Label Service attached hereto as Exhibit A. as such may be amended by mutual agreement of the parties from time to time.
"TIER 1 PARTNER" means the operator of a web site, to whom Vista.com has granted the right to offer a Private Label Service directly to SBOs and to Tier 2 Associates. YP.Net is a Tier 1 Partner.
"TIER 2 ASSOCIATE" means the operator of a web site, to whom a Tier 1 Partner has granted the right to offer a Private Label Service to that website operator's own SBOs. However, a Tier 2 Associate cannot sell Services to either a Tier 1 Partner or other Tier 2 Associate.
"TRANSACTION FEE" means the actual amount of the credit card processing fee charged to Vista.com at the time of processing of any order placed through the Vista.com Network.
"MONTHLY SERVICE FEE" means the monthly cost of Vista.com's Basic Services to YP.Net.
146201
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Preston Gates
As referenced in this Private Label Web Site and Cross Promotion Agreement:
Preston, Gates – 9646
Fax: (425) 497-0409 Fax: 480-654-9727
Copy to: Copy to. Angelo Tullo
Preston, Gates & Ellis
Fax: (206) 623-7022
or to such other address as the applicable party
dt 33299
;
Community IQ, Inc.;
| Yp Net Inc
|
Preview
Full Doc
 | 2003 |
Promotion Agreement
Promotion Agreement (35K)
Doc #146237: Click preview link for longer preview.
PROMOTION AGREEMENT ASHWORTH, INC., JAMES W. NANTZ III AND NANTZ ENTERPRISES, LTD.
THIS AGREEMENT is entered into by and among ASHWORTH, INC. (the "Company" or "Ashworth"), JAMES W. NANTZ III ("Nantz") and NANTZ ENTERPRISES, LTD. ("Nantz Enterprises"), effective as of October 31, 2002.
WHEREAS, the Company desires to retain Nantz and Nantz Enterprises to provide certain promotional and other services and Nantz and Nantz Enterprises are willing to provide such services on the terms and conditions set forth herein; and
WHEREAS, the parties hereto desire to set forth in writing their agreement as to such promotion arrangement.
NOW, THEREFORE, in consideration of mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
I. DEFINITIONS
As used herein, the terms set forth below shall defined as follows:
1.1 ENDORSEMENT shall include only the right to use the name, any nickname, initials, autograph, facsimile signature, photograph, portrait, likeness, and/or endorsement of Nantz.
1.2 ASHWORTH APPAREL shall mean all Ashworth(R) brand sportswear apparel contained in the Company's present and future collections during the Term.
1.3 ASHWORTH PRODUCTS shall mean, collectively, Ashworth Apparel and Ashworth(R) brand hats and shoes (whether manufactured by Ashworth or manufactured by a licensee of Ashworth).
1.4 DISABILITY shall mean mental or physical illness or condition rendering Nantz incapable of fulfilling the Services (hereafter defined) to be provided by him under this Agreement for a continuous period of at least sixty (60) days.
1.5 PREMIUM PROGRAM shall mean any traffic builder or other program involving the use of a premium to sell products or services other than Ashworth Products and shall include any program primarily designed to attract the consumer to purchase a product or service other than Ashworth Products themselves.
1.6 CONTRACT YEAR shall mean a period of twelve (12) successive months commencing on any first day of November during the Term, however, in the case of the period
{PAGE}
commencing on November 1, 2005 and ending on January 15, 2007, "Contract Year" shall mean such fourteen (14) month and two (2) week long period.
II. TERM OF RELATIONSHIP
2.1 GRANT AND ACCEPTANCE. The Company hereby retains Nantz and Nantz Enterprises to provide the below described services (the "Services") and Nantz and Nantz Enterprises agree to provide the Services upon the terms and conditions herein set forth.
2.2 TERM. Except as otherwise provided herein, this Agreement shall commence effective November 1, 2002, and shall continue for a term expiring January 15, 2007 (the "Term").
III. SERVICES
Nantz and Nantz Enterprises shall furnish the following Services.
3.1 ENDORSEMENT. Subject to the terms and conditions hereof, Nantz and Nantz Enterprises grants to the Company the Endorsement throughout the world during the Term in connection with the advertisement, promotion and sale by the Company of Ashworth Products except in connection with Premium Programs.
3.2 ASHWORTH APPAREL AND PRODUCTS. Subject to any restrictions, contractual or otherwise, on Nantz or Nantz Enterprises for which Nantz or Nantz Enterprises is compensated therefor (collectively, the "Restrictions"), Nantz shall wear Ashworth Products, when possible and as reasonably appropriate, while broadcasting all professional sports tournaments and other professional sports outings, and during any professional sports clinics or instructions given by Nantz or Nantz Enterprises; provided that the Company has provided Nantz, at no charge, with sufficient amounts of Ashworth Products in styles and sizes Nantz finds suitable and appropriate for his use.
3.3 LOGOS. Except as otherwise provided herein, and subject to the Restrictions, Nantz and Nantz Enterprises agree that such Ashworth Products used, promoted or sold in connection with the Endorsement or Services may prominently bear the Company's logo and shall not bear any other logos.
3.4 PHOTOGRAPHY, SPEAKING AND STORE APPEARANCES. Nantz agrees to be available for up to four (4) photography sessions (two (2) in Southern California on weekdays and two (2) to be at Nantz's work site locations or tournaments), two (2) speaking engagements, and three (3) store appearances each Contract Year, at times and places mutually convenient for Nantz and the Company but in no event at times which adversely impact on the schedules of Nantz or Nantz Enterprises. Nantz Enterprises shall have the right to review and reject in good faith the use of any advertising, promotion or other programs and materials which include Nantz or his image. No use shall be made of any such programs or materials hereunder unless and until the same has been approved by Nantz Enterprises. The Company agrees that each photography session shall not exceed one and one-half (1 1/2) days and each speaking engagement and store
146237
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Ashworth
As referenced in this Promotion Agreement:
ASHWORTH, INC –
{DOCUMENT}
{TYPE}EX-10.(Q)
{SEQUENCE}7
{FILENAME}a88492exv10wxqy.txt
{DESCRIPTION}EXHIBIT 10.(Q)
{TEXT}
{PAGE}
EXHIBIT 10(q)
PROMOTION AGREEMENT
ASHWORTH, INC ., JAMES W. NANTZ III
AND NANTZ ENTERPRISES, LTD.
THIS AGREEMENT is entered into by and among ASHWORTH, INC. (the "Company"
or "Ashworth"), _____________
ASHWORTH, INC – EXHIBIT 10(q)
PROMOTION AGREEMENT
ASHWORTH, INC., JAMES W. NANTZ III
AND NANTZ ENTERPRISES, LTD.
THIS AGREEMENT is entered into by and among ASHWORTH, INC . (the "Company"
or "Ashworth"), JAMES W. NANTZ III ("Nantz") and NANTZ ENTERPRISES, LTD. ("Nantz
Enterprises"), effective as of October 31, 2002.
WHEREAS, _____________
Ashworth, Inc – or such other addresses and
telefax numbers as the parties may direct by notice given as herein provided:
9
{PAGE}
If to Ashworth: Ashworth, Inc .
2765 Loker Avenue West
Carlsbad, California 92008
Attention: President and Chief Executive Officer
Telephone: (760) 929-6142
Telefax: (760) 929-4697
With _____________
ASHWORTH, INC – PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the effective date first noted above.
Dated: February 10, 2003 ASHWORTH, INC .,
a Delaware corporation
By: /s/ Randall Herrel, Sr.
---------------------------
Name: Randall Herrel, Sr.
Title: President
Dated: February 7, 2003 NANTZ ENTERPRISES, LTD., a _____________
dt 220744
;
Gibson Dunn
As referenced in this Promotion Agreement:
Gibson, Dunn – Chief Executive Officer
Telephone: (760) 929-6142
Telefax: (760) 929-4697
With a copy to: Gibson, Dunn & Crutcher LLP
Jamboree Center
4 Park Plaza
Irvine, California 92614
Attention: Mark W. Shurtleff
dt 36856
;
| James W. Nantz III;
Nantz Enterprises, Ltd.
|
Preview
Full Doc
 | 2001 |
Co-Promotion Agreement
Co-Promotion Agreement (57K)
Doc #146773: Click preview link for longer preview.
CO-PROMOTION AGREEMENT
between
CYTYC CORPORATION
and
DIGENE CORPORATION
Dated as of January 17, 2001
{PAGE} 2
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "*" AND BRACKETS AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CO-PROMOTION AGREEMENT
This Co-Promotion Agreement (the "Agreement") is made as of January 17, 2001 (the "Effective Date"), by and between CYTYC CORPORATION, a Delaware corporation maintaining its principal business offices at 85 Swanson Road, Boxborough, Massachusetts 01719 ("Cytyc"), and DIGENE CORPORATION, a Delaware corporation maintaining its principal business offices at 1201 Clopper Road, Gaithersburg, Maryland 20878 ("Digene").
W I T N E S S E T H:
WHEREAS, Cytyc develops, manufactures and markets its ThinPrep(R) System for medical diagnostic applications, including a replacement for the conventional Pap smear called the ThinPrep(R) Pap Test(TM) (including any successor tests thereto, referred to herein as the "ThinPrep Pap Test"), which is significantly more effective than the conventional Pap smear as a screening tool for cervical cancer;
WHEREAS, Digene develops, manufactures and markets various diagnostic tests for women's health, including Hybrid Capture(R) 2 HPV DNA Assays for the detection of the human papillomavirus ("HPV"), a virus which causes certain kinds of cervical cancer; and
WHEREAS, Cytyc and Digene wish to enter into an exclusive relationship to co-promote the HPV tests within the United States and Puerto Rico and share in certain revenues from sales of the Digene's HPV tests, all upon the terms specified in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and intending to be legally bound hereby, Cytyc and Digene agree as follows:
ARTICLE I - DEFINITIONS
For the purposes of this Agreement, the following words and phrases shall have the following meanings:
1.1 "Affiliate" means any corporation, company, partnership, joint venture and/or firm which controls, is controlled by or is under common control with a Party. For purposes of this Section 1.1, "control" shall mean (a) in the case of corporate entities, direct or indirect ownership of at least fifty percent (50%) of the stock or shares entitled to vote for the election of directors; and (b) in the case of non-corporate entities, direct or indirect ownership of at least fifty percent (50%) of the equity interests with the power to direct the management and policies of such non-corporate entities.
1.2 "Confidential Information" means any proprietary and/or confidential information which may relate to the products, technology, trade secrets, know-how, and/or other business or technical information of a Party, whether disclosed prior to, on or after the Effective Date.
{PAGE} 3 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "*" AND BRACKETS AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
1.3 "Co-Promoted Solution" means the use of Digene Products using samples taken from Cytyc's ThinPrep Pap Test vials.
1.4 "Cytyc Product" means the ThinPrep Pap Test.
1.5 "Digene Base Case" shall mean the estimated invoiced sales of Digene Products in each relevant period of the Term in the Territory as set forth on Schedule B attached hereto.
1.6 "Digene Products" means Digene's various HPV diagnostic tests for women's health, including Hybrid Capture(R) 2 HPV DNA Assays for the detection of HPV, and also including, without limitation, those products with the product numbers listed on Schedule G attached hereto, such Schedule G to be updated from time to time by the Parties, based on changes in such product numbers and the like.
1.7 "Digene Product Revenues" means, with respect to each relevant period during the Term, Digene's invoiced sales of Digene Products for such period in the Territory, less [************************************************* ******************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************** *******************************************].
1.8 "Digene Fiscal Year" means Digene's fiscal year ending on June 30 of each calendar year.
1.9 "Laboratory Sales Force" means, with respect to each Party, the sales and other representatives of such Party responsible for promoting and/or selling Products directly to hospitals, reference laboratories, independent laboratories and public health laboratories (collectively, "Laboratories").
1.10 "Managed Care Sales Force" means, with respect to each Party, the sales and other representatives of such Party responsible for promoting and/or selling Products directly to or seeking reimbursement coverage approval from insurance companies, managed health care organizations and the like (collectively, "Payers").
1.11 "Party" means Cytyc or Digene and "Parties" means Cytyc and Digene, in each case, as applicable.
1.12 "Physician Sales Force" means, with respect to each Party, the sales and other representatives of such Party responsible for promoting and/or selling Products directly to physicians and their staff (collectively, "Physicians").
146773
|
TriPath
As referenced in this Co-Promotion Agreement:
TriPath
Imaging, Inc. – it being understood
that the Parties may cooperate to evaluate such Digene collection medium for use
with the ThinPrep Pap Test) and (iii) if the FDA approves the use of TriPath
Imaging, Inc. 's AutoCyte PREP System for HPV testing using Digene Products,
publicly announce such approval and include statements and documentation
supporting such approval in Digene Product inserts and specifications, in
_____________
dt 1458370
;
|
Testa Hurwitz
As referenced in this Co-Promotion Agreement:
Testa,
Hurwitz – as may have been furnished in writing by Cytyc to Digene, with a copy to Testa,
Hurwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetts 01220,
Attention: Jonathan M. Moulton, Esq.; or
(
dt 31619
;
Cytyc Corporation
|
Preview
Full Doc
 | 2004 |
Copromotion Agreement
Copromotion Agreement (52K)
Doc #272035: Click preview link for longer preview.
COPROMOTION AGREEMENT
This COPROMOTION AGREEMENT (this "Agreement") is entered into and effective as of this 8th day of December, 2003 (the "Effective Date"), by and between NORTH AMERICAN SCIENTIFIC, INC., a Delaware corporation ("NASI"), and NOMOS CORPORATION, a Delaware corporation ("NOMOS").
W I T N E S S E T H:
WHEREAS, NASI produces and sells brachytherapy seeds marketed under the trade name Prospera (such seeds being referred to herein, collectively, as "NASI Products"), but does not produce or sell external beam radiation therapy equipment;
WHEREAS, NOMOS produces and sells external beam radiation therapy equipment, including an image guided radiation therapy product marketed under the trade name BAT that uses ultrasound images to confirm the location of target organs or tumors within the patient's body (such BAT products being referred to herein, collectively, as "NOMOS Products"), but does not produce or sell brachytherapy seeds;
WHEREAS, external beam radiation therapy equipment and brachytherapy seeds are significantly different methods of treating cancer, and many customers (such as hospitals) will need to purchase both external beam radiation therapy equipment and brachytherapy seeds for their treating physicians in order to serve their patients (such customers or physicians being referred to herein as "Cancer Treatment Specialists");
WHEREAS, NASI and NOMOS each have a field representative sales force focused on Cancer Treatment Specialists;
WHEREAS, NASI and NOMOS believe that they may be able to achieve more efficient sales and marketing of their respective products through the relationship outlined in this Agreement;
WHEREAS, NASI and NOMOS believe that Cancer Treatment Specialists will benefit from the relationship outlined in this Agreement because the Cancer Treatment Specialists who take advantage of the opportunities available through this Agreement may be able to obtain lower net pricing for cancer treatment products sold by NASI and NOMOS; and
WHEREAS, NASI and NOMOS desire to work together to promote the NOMOS Products and the NASI Products in the United States, its territories and possessions, and in Canada (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 are hereby acknowledged, the parties hereto intending to be legally bound hereby agree as follows:
1. GRANT OF RIGHTS.
1.1 GRANT OF RIGHTS TO NASI. NOMOS hereby grants to NASI and its Affiliates the non-exclusive right to promote the NOMOS Products within the Territory during the Term of this Agreement, upon and subject to the terms and conditions set forth in this Agreement.
1.2 GRANT OF RIGHTS TO NOMOS. NASI hereby grants to NOMOS and its Affiliates the non-exclusive right to promote the NASI Products within the Territory during the Term of this Agreement, upon and subject to the terms and conditions set forth in this Agreement.
1
1.3 TRADEMARK.
(a) Required Use and Compliance. Each party shall promote each other's Products only under their respective Trademarks and shall not use any trademark or service mark in promoting the Products.
(b) Validity of Trademarks. Each party acknowledges the validity of each other's right, title and interest in and to their Trademarks and shall not have, assert or acquire any right, title or interest in or to any of the other party's Trademarks, except as otherwise explicitly provided in this Agreement.
(c) Use of Trademarks.
(i) In connection with the subject matter hereof, each party shall use the other party's trademarks (the NASI Trademarks and NOMOS Trademarks, defined below, and, collectively, the "Trademarks") only in a manner consistent with trademark usage guidelines and shall use the other party's Trademarks only to the extent authorized herein.
(ii) Notice of Infringement. 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 Copromote Products. In the event that one party chooses to take enforcement action in response to the infringement or threatened infringement of its Trademark, the other party shall reasonably cooperate in such enforcement; provided, however, that the enforcing party shall reimburse the other party for reasonable expenses incurred by the other party that are related to such enforcement.
2. RESPONSIBILITIES OF NASI.
2.1 PROMOTION OF NOMOS PRODUCTS BY NASI.
(a) Throughout the Term, NASI shall use its Commercially Reasonable Efforts to market and promote the NOMOS Products to Cancer Treatment Specialists in the Territory.
(b) If any Cancer Treatment Specialist agrees to enter into a purchase contact with NASI, in substantially the form attached hereto as Exhibit A (each, a "NASI Purchase Contract"), having a duration of no less than two years to acquire a minimum of fifty (50) cases of NASI Product per year at prices no less than $18.00 per NASI Product (I-125) and $37.00 per NASI Product (Pd-103), as set forth below, then NASI (acting through its sales representatives) shall use its Commercially Reasonable Efforts to encourage such Cancer Treatment Specialist to acquire one or more NOMOS Products by offering the combination of incentives (each, a "NOMOS Incentive Package") set forth below, which shall consist of (i) a voucher reflecting an immediate cash credit towards the purchase of one or more NOMOS Products (each, a "NOMOS Voucher") and (ii) an extended warranty certificate, which extends the warranty covering each NOMOS Product for a period of one or more years (each, an "Extended Warranty"):
272035
|
N.A. Scientific
As referenced in this Copromotion Agreement:
NORTH AMERICAN SCIENTIFIC, INC – COPROMOTION AGREEMENT (this "Agreement") is entered into and effective as of this 8th day of December, 2003 (the "Effective Date"), by and between NORTH AMERICAN SCIENTIFIC, INC ., a Delaware corporation ("NASI"), and NOMOS CORPORATION, a Delaware corporation ("NOMOS").
W I T N E S S E T H:
WHEREAS, _____________
North American Scientific, Inc – party or such other address as the party may from time to time designate by written notice to the other:
If to NASI:
North American Scientific, Inc .
20200 Sunburst Street
Chatsworth, California 91311
Attention: David King, Esq.
Facsimile: (818) 734-5837
with a copy (which shall not constitute notice) _____________
NORTH AMERICAN SCIENTIFIC, INC – instrument.
SIGNATURE PAGES FOLLOW
13
IN WITNESS WHEREOF, the parties have duly executed this Copromotion Agreement as of the first date written above.
NORTH AMERICAN SCIENTIFIC, INC .
By:
/s/ L. MICHAEL CUTRER
L. Michael Cutrer
President and Chief Executive Officer
NOMOS CORPORATION
By:
/s/ JOHN W. MANZETTI
John W. _____________
dt 181334
;
McDermott Will
As referenced in this Copromotion Agreement:
McDermott, Will – 20200 Sunburst Street
Chatsworth, California 91311
Attention: David King, Esq.
Facsimile: (818) 734-5837
with a copy (which shall not constitute notice) to:
McDermott, Will & Emery
2049 Century Park East, Suite 3400
Los Angeles, California 90067
Attention: Mark Mihanovic, Esq.
Facsimile: (310) 277-4730
If to NOMOS:
_____________
dt 168011
;
| NOMOS Corporation
|
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
|
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.
|
Preview
Full Doc
 | 2001 |
CO-Promotion Agreement
CO-Promotion Agreement (57K)
Doc #303857: Click preview link for longer preview.
CO-PROMOTION AGREEMENT
between
CYTYC CORPORATION
and
DIGENE CORPORATION
Dated as of January 17, 2001
2
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH "*" AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CO- . . .
303857
|
TriPath
As referenced in this CO-Promotion Agreement:
TriPath
Imaging, Inc. – it being understood
that the Parties may cooperate to evaluate such Digene collection medium for use
with the ThinPrep Pap Test) and (iii) if the FDA approves the use of TriPath
Imaging, Inc. 's AutoCyte PREP System for HPV testing using Digene Products,
publicly announce such approval and include statements and documentation
supporting such approval in Digene Product inserts and specifications, in
_____________
dt 1458373
;
|
Testa Hurwitz
As referenced in this CO-Promotion Agreement:
Testa,
Hurwitz – President, or at such other address or addresses
as may have been furnished in writing by Cytyc to Digene, with a copy to Testa,
Hurwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetts 01220,
Attention: Jonathan M. Moulton, Esq.; or
(b) if to Digene, at Digene Corporation, 1201 _____________
dt 270391
|
Preview
Full Doc
 | 2001 |
CO-Promotion Agreement
CO-Promotion Agreement (57K)
Doc #303863: Click preview link for longer preview.
CO-PROMOTION AGREEMENT
between
CYTYC CORPORATION
and
DIGENE CORPORATION
Dated as of January 17, 2001
2
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH "*" AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CO- . . .
303863
|
TriPath
As referenced in this CO-Promotion Agreement:
TriPath
Imaging, Inc. – it being understood
that the Parties may cooperate to evaluate such Digene collection medium for use
with the ThinPrep Pap Test) and (iii) if the FDA approves the use of TriPath
Imaging, Inc. 's AutoCyte PREP System for HPV testing using Digene Products,
publicly announce such approval and include statements and documentation
supporting such approval in Digene Product inserts and specifications, in
_____________
dt 1458374
;
|
Testa Hurwitz
As referenced in this CO-Promotion Agreement:
Testa,
Hurwitz – President, or at such other address or addresses
as may have been furnished in writing by Cytyc to Digene, with a copy to Testa,
Hurwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetts 01220,
Attention: Jonathan M. Moulton, Esq.; or
(b) if to Digene, at Digene Corporation, 1201 _____________
dt 270392
|
Preview
Full Doc
 | 2003 |
CO-Promotion Agreement
CO-Promotion Agreement (147K)
Doc #321838: Click preview link for longer preview.
CO-PROMOTION AGREEMENT
between
OSI PHARMACEUTICALS, INC.
and
ARES TRADING S.A.
dated as of March 11, 2003
{PAGE}
Table of Contents {TABLE} {CAPTION} Page ---- {S} {C} ` {C} ARTICLE I DEFINITIONS.................................................................1
ARTICLE II OSI'S RIGHTS AND RESPONSIBILITIES..........................................11 2.1. Grant of Rights.................................................................11 2.2. Oncology Marketing..............................................................11 2.3. Compliance......................................................................12 2.4. Sales Representatives...........................................................13 2.5. Marketing Management Team.......................................................14 2.6. Medical Science Liaisons........................................................14 2.7. Training........................................................................14 2.8. National Launch Meeting and Periodic Sales Meetings.............................16 2.9. Detailing.......................................................................16 2.10. Promotional Materials...........................................................16 2.11. Samples.........................................................................17 2.12. Clinical Trials.................................................................19 2.13. Promotional Activities..........................................................21 2.14. MSL Activities..................................................................21 2.15. Activities Reports..............................................................22 2.16. Communication...................................................................22
ARTICLE III MANAGEMENT OF CO-PROMOTION.................................................22 3.1. Joint Management Committee......................................................22 3.2. Meetings........................................................................23 3.3. Decision Making.................................................................23 3.4. Responsibilities................................................................23 3.5. Retention of Rights.............................................................25
ARTICLE IV REGULATORY MATTERS.........................................................25 4.1. Regulatory Approvals............................................................25 4.2. Communications with the FDA.....................................................25 4.3. Submissions to the FDA..........................................................26 4.4. Investigations..................................................................26 4.5. Recalls.........................................................................26 4.6. OSI Notification................................................................26 4.7. Adverse Drug Experiences and Technical Complaints...............................27 4.8. Inquiries.......................................................................27
ARTICLE V SERONO'S RIGHTS AND RESPONSIBILITIES.......................................28 5.1. Product Pricing and Discounting.................................................28 5.2. Contracting with Organizations..................................................28 5.3. Approval of Promotional Materials, Training Materials and Materials used in the Conduct of MSL Activities...................................................28 5.4. Distribution and Sales..........................................................29 {/TABLE}
{PAGE}
{TABLE} {S} {C} {C} 5.5. Compliance with Codes and Standards.............................................29 5.6. Communication...................................................................29 5.7. Manufacturing Rights/Obligations................................................29 5.8. NDA/Regulatory..................................................................30 5.9. Product Supply..................................................................30 5.10. Inventory.......................................................................30 5.11. Compliance......................................................................30 5.12. **............................................................................30 5.13. MS Marketing Plan...............................................................30 5.14. Availability of Data............................................................31 5.15. Website.........................................................................31 5.16. ** ...........................................................................32 5.17. Indigent Patient Program........................................................32 5.18. Sales Report....................................................................32 5.19. IMS Data........................................................................32
ARTICLE VI PAYMENT....................................................................32 6.1. Initial Fee.....................................................................32 6.2. Transition Services Fee.........................................................33 6.3. Maintenance Fee.................................................................33 6.4. Net Sales Report................................................................33 6.5. Net Sales Determination.........................................................33 6.6. Commission Payment..............................................................34 6.7. Payment Currency................................................................35 6.8. Payments........................................................................35 6.9. Taxes...........................................................................36 6.10. Withholding Taxes...............................................................36
ARTICLE VII ACCOUNTING AND REPORTS.....................................................36 7.1. Books and Records...............................................................36 7.2. Audit...........................................................................37 7.3. Sales Force Efforts.............................................................38
ARTICLE VIII INTELLECTUAL PROPERTY RIGHTS...............................................38 8.1. Trademark and Corporate Logos...................................................38 8.2. Copyrights......................................................................39 8.3. Know-How........................................................................40 8.4. Patent..........................................................................40 8.5. License Agreement and Manufacturing Agreement...................................41
ARTICLE IX CONFIDENTIAL INFORMATION...................................................41 9.1. Treatment of Confidential Information...........................................41 9.2. Disclosure to Affiliates and Agents.............................................41 9.3. Injunctive Relief...............................................................42 {/TABLE}
---------- ** This portion has been redacted pursuant to a confidential treatment request.
{PAGE}
{TABLE} {S} {C} {C} ARTICLE X REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION............................42 10.1. Serono's Representations........................................................42 10.2. OSI's Representations...........................................................44 10.3. Indemnification of OSI..........................................................45 10.4. Indemnification of Serono.......................................................45 10.5. Indemnification Procedures for Third Party Claims...............................46 10.6. Non-Duplicative Payment.........................................................47 10.7. Insurance.......................................................................47 10.8. Limitation of Liability.........................................................47
ARTICLE XI TERM AND TERMINATION.......................................................48 11.1. Term............................................................................48 11.2. Termination for Breach..........................................................48 11.3. Termination Upon Other Events...................................................48 11.4. Termination after the First Generic Date........................................48 11.5. Termination for Bankruptcy......................................................48 11.6. Survival of Obligations.........................................................49
ARTICLE XII Non-Competition.................................................................50 12.1. Mitoxantrone....................................................................50 12.2. Other Products..................................................................50
ARTICLE XIII DISPUTE RESOLUTION.........................................................50 13.1. Disputes Concerning Matters Subject to Determination by the JMC.................50 13.2. Other Disputes..................................................................51
ARTICLE XIV MISCELLANEOUS..............................................................51 14.1. Entire Agreement................................................................51 14.2. Governing Law...................................................................51 14.3. Notices.........................................................................52 14.4. Force Majeure...................................................................53 14.5. Assignment......................................................................54 14.6. Performance by an Affiliate.....................................................54 14.7. Amendments and Waivers..........................................................54 14.8. Severability....................................................................55 14.9. Counterparts....................................................................55 14.10. Relationship of the Parties.....................................................55 14.11. Non-Solicitation of Employees...................................................55 14.12. Press Releases..................................................................56 14.13. Third Party Beneficiaries.......................................................56 14.14. Headings........................................................................57 14.15. Interpretation..................................................................57 14.16. Further Assurances; Covenant to Cooperate.......................................57 {/TABLE}
----------
{PAGE}
{TABLE} {S} {C} 14.17. No Set Off......................................................................57 {/TABLE}
{PAGE}
CO-PROMOTION AGREEMENT
THIS CO-PROMOTION AGREEMENT (the "Agreement"), dated as of March 11, 2003 (the "Effective Date"), between ARES TRADING S.A. ("Serono"), a corporation organized under the laws of Switzerland and having a principal place of business at Chateau de Vaumarcus, 2028 Vaumarcus, Switzerland, and OSI PHARMACEUTICALS, INC. ("OSI"), a corporation organized under the laws of Delaware and having executive offices at 58 South Service Road, Suite 110, Melville, New York 11747;
WITNESSETH:
WHEREAS, Serono and OSI would like to set forth the terms and conditions pursuant to which they will collaborate in connection with the promotion and marketing of the Product in the Field in the Territory (as such terms are defined below);
NOW, THEREFORE, based on the premises and the mutual covenants and obligations set forth below, and intending to be bound hereby, the parties agree as follows:
ARTICLE I
DEFINITIONS
The following terms, whether used in the singular or plural, shall have the following meanings:
1.1. "Act" means the United States Food, Drug and Cosmetic Act, as amended from time to time, and the regulations promulgated thereunder including the guidelines and guidance issued by the FDA.
1.2. "Activities Report" means the report described in Section 2.15.
{PAGE}
1.3. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with, a party to this Agreement, but only for so long as such control shall continue. For purposes of this definition, "control" (including, with correlative meanings, "controlled by," "controlling" and "under common control with") means possession, directly or indirectly, of (i) the power to direct or cause the direction of the management and policies of an entity (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise), or (ii) at least fifty percent (50%) of the voting securities or other comparable equity interests.
1.4. "Breaching Party" shall have the meaning set forth in Section 11.2.
1.5. **
1.6. "Business Day" means a day that is not a Saturday, Sunday or a day on which banking institutions in New York, New York or Geneva, Switzerland are authorized by Law to remain closed.
1.7. "Calendar Quarter" means each of the three-month periods ending on March 31, June 30, September 30 and December 31 or, in the case of any partial calendar quarter, the remaining part thereof during the Term. Except with respect to Section 5.14, the first Calendar Quarter hereunder shall be the period from the Effective Date until June 30, 2003.
1.8. "Calendar Year" means a calendar year during the Term or, in the case of any partial calendar year, the remaining part thereof during the Term.
1.9. "Chargebacks" means credits, chargebacks, reimbursements, administrative fees and other payments to wholesalers and other distributors, group purchasing organizations, insurers and other institutions.
---------- ** This portion has been redacted pursuant to a confidential treatment request.
-2- {PAGE}
1.10. "Clinical Trial" means a clinical trial of the Product in the Field for the Territory, including an investigator-sponsored clinical trial, described in the Oncology Marketing Plan. Clinical Trials shall include the Ongoing Clinical Trials.
1.11. "Code" or "Codes" means the Code on Interactions with Healthcare Professionals promulgated by the Pharmaceutical Research and Manufacturers of America (PhRMA) and the American Medical Association (AMA) Guidelines on Gifts to Physicians from Industry, as either of the foregoing may be amended from time to time.
1.12. "Commercially Reasonable Efforts" means the level of efforts and resources required to promote a Product in the Territory in a sustained manner consistent with the efforts a similarly situated company would typically devote to a product of similar sales potential or strategic value resulting from its own research efforts, based on conditions then prevailing.
1.13. "Commission Payment" shall have the meaning set forth in Section 6.6.
1.14. "Confidential Information" means all confidential materials, data or other information, including any proprietary information (whether or not patentable, or protectable as a trade secret), regarding a party's technology, products, business or objectives that is disclosed to the other party pursuant to this Agreement. All information disclosed prior to the Effective Date by Serono or its Affiliates to OSI under or pursuant to the Confidentiality Agreement between Serono International S.A. and OSI dated 5 December 2002 (the "CDA") shall be deemed "Confidential Information" of Serono. All information disclosed prior to the Effective Date by OSI or its Affiliates to Serono under or pursuant to the CDA shall be deemed "Confidential Information" of OSI. Excluded from the foregoing definition of Confidential Information is such information that:
-3- {PAGE}
(a) was known by the receiving party or its Affiliates prior to its date of disclosure to the receiving party as shown by the receiving party's or its Affiliates' written records;
(b) either before or after the date of the disclosure to the receiving party is lawfully disclosed to the receiving party or its Affiliates by third parties who had a legal right to disclose the same;
(c) either before or after the date of the disclosure to the receiving party becomes published or generally known to the public through no fault or omission on the part of the receiving party or its Affiliates;
(d) is independently developed by or for the receiving party or its Affiliates without reference to or reliance upon the Confidential Information; or
(e) is required to be disclosed by the receiving party to comply with applicable Laws, including the Act, or court orders and to defend or prosecute litigation; provided, however, that the receiving party shall, to the extent permitted by such Laws, order or process, first have given prompt notice to the disclosing party to enable it to seek any available exemptions from or limitations on such disclosure requirement and shall reasonably cooperate in such efforts by the disclosing party, at the disclosing party's sole expense.
1.15. "Control" means the legal authority or right of a party to grant a license or sublicense of intellectual property rights to another party or to otherwise disclose proprietary or trade secret information to such other party, without breaching the terms of any agreement with a third party or misappropriating the proprietary or trade secret information of a third party.
1.16. "Copyrights" means the copyrights in works of authorship related to the Product in the Field in the Territory that Serono or one its Affiliates
321838
|
Mintz Levin
As referenced in this CO-Promotion Agreement:
Mintz Levin – 58 South Service Road
Melville, New York 11747
Attn: Barbara A. Wood, Esq.
General Counsel
Fax: (631)293-2218
and a copy to:
Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
666 Third Avenue, 24th Floor
The Chrysler Center
New York, New York 10017
Attn: Joel I. _____________
dt 501231
;
OSI Pharma
As referenced in this CO-Promotion Agreement:
OSI PHARMACEUTICALS, INC – of a
confidential treatment request filed with the Secretary of the Securities and
Exchange Commission.
{PAGE}
EXHIBIT 10.1
CO-PROMOTION AGREEMENT
between
OSI PHARMACEUTICALS, INC .
and
ARES TRADING S.A.
dated as of March 11, 2003
{PAGE}
Table of Contents
{TABLE}
{CAPTION}
Page
----
{S} {C} ` {C}
ARTICLE _____________
OSI PHARMACEUTICALS,
INC – a corporation
organized under the laws of Switzerland and having a principal place of business
at Chateau de Vaumarcus, 2028 Vaumarcus, Switzerland, and OSI PHARMACEUTICALS,
INC . ("OSI"), a corporation organized under the laws of Delaware and having
executive offices at 58 South Service Road, Suite 110, Melville, New _____________
OSI Pharmaceuticals, Inc – Serono, Inc.
One Technology Place
Rockland, Massachusetts 02370
Attn: Vice President and General Counsel, North America
Fax: 781-681-2934
If to OSI:
OSI Pharmaceuticals, Inc .
58 South Service Road
Melville, New York 11747
Attn: Geoffrey Cooper, Ph.D.
Vice President, Corporate Development
-51-
{PAGE}
Fax: (631) 962- _____________
OSI Pharmaceuticals, Inc – Melville, New York 11747
Attn: Geoffrey Cooper, Ph.D.
Vice President, Corporate Development
-51-
{PAGE}
Fax: (631) 962-2021
with a copy to:
OSI Pharmaceuticals, Inc .
58 South Service Road
Melville, New York 11747
Attn: Barbara A. Wood, Esq.
General Counsel
Fax: (631)293-2218
and a copy _____________
OSI PHARMACEUTICALS, INC – IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement to be effective as of the Effective Date.
ARES TRADING S.A. OSI PHARMACEUTICALS, INC .
By: /s/ Leon Bushara By: /s/ Colin Goddard, Ph.D.
--------------------------------- ---------------------------------
Name: Leon Bushara Name: Colin Goddard, Ph.D.
-------------------------------- -------------------------------
Title: Authorized Representative Title: _____________
dt 503509
;
Serono Int'l
As referenced in this CO-Promotion Agreement:
Serono International – All information disclosed prior to the Effective Date by
Serono or its Affiliates to OSI under or pursuant to the Confidentiality
Agreement between Serono International S.A. and OSI dated 5 December 2002 (the
"CDA") shall be deemed "Confidential Information" of Serono. All information
disclosed prior to the _____________
Serono International – Serono:
Ares Trading S.A.
Chateau de Vaumarcus
2028 Vaumarcus
Switzerland
Attn: General Manager
Fax: 41-32-836-3899
with a copy to:
Serono International S.A.
15 bis, Chemin des Mines
Case Postale 54
CH-1211 Geneve 20
Switzerland
Attn: General Counsel
Fax: 41-22-739-3070
_____________
dt 503365
;
|
Serono
As referenced in this CO-Promotion Agreement:
SERONO' – 5. Recalls.........................................................................26
4.6. OSI Notification................................................................26
4.7. Adverse Drug Experiences and Technical Complaints...............................27
4.8. Inquiries.......................................................................27
ARTICLE V SERONO' S RIGHTS AND RESPONSIBILITIES.......................................28
5.1. Product Pricing and Discounting.................................................28
5.2. Contracting with Organizations..................................................28
5.3. Approval of Promotional _____________
Serono' – has been redacted pursuant to a confidential treatment request.
{PAGE}
{TABLE}
{S} {C} {C}
ARTICLE X REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION............................42
10.1. Serono' s Representations........................................................42
10.2. OSI's Representations...........................................................44
10.3. Indemnification of OSI..........................................................45
10.4. Indemnification of Serono.......................................................45
10.5. _____________
Serono. – 42
10.1. Serono's Representations........................................................42
10.2. OSI's Representations...........................................................44
10.3. Indemnification of OSI..........................................................45
10.4. Indemnification of Serono. ......................................................45
10.5. Indemnification Procedures for Third Party Claims...............................46
10.6. Non-Duplicative Payment.........................................................47
10.7. Insurance.......................................................................47
10.8. _____________
"Serono" – CO-PROMOTION AGREEMENT
THIS CO-PROMOTION AGREEMENT (the "Agreement"), dated as of March 11,
2003 (the "Effective Date"), between ARES TRADING S.A. ("Serono" ), a corporation
organized under the laws of Switzerland and having a principal place of business
at Chateau de Vaumarcus, 2028 Vaumarcus, Switzerland, _____________
Serono – organized under the laws of Delaware and having
executive offices at 58 South Service Road, Suite 110, Melville, New York 11747;
WITNESSETH:
WHEREAS, Serono and OSI would like to set forth the terms and conditions
pursuant to which they will collaborate in connection with the promotion and
_____________
dt 505494
;
Ares Trading S.A.
|
Preview
Full Doc
 | 2003 |
CO-Promotion Agreement
CO-Promotion Agreement (143K)
Doc #321840: Click preview link for longer preview.
CO-PROMOTION AGREEMENT
between
OSI PHARMACEUTICALS, INC.
and
ARES TRADING S.A.
dated as of March 11, 2003
{PAGE}
Table of Contents {TABLE} {CAPTION} Page ---- {S} {C} ` {C} ARTICLE I DEFINITIONS.................................................................1
ARTICLE II OSI'S RIGHTS AND RESPONSIBILITIES..........................................11 2.1. Grant of Rights.................................................................11 2.2. Oncology Marketing..............................................................11 2.3. Compliance......................................................................12 2.4. Sales Representatives...........................................................13 2.5. Marketing Management Team.......................................................14 2.6. Medical Science Liaisons........................................................14 2.7. Training........................................................................14 2.8. National Launch Meeting and Periodic Sales Meetings.............................16 2.9. Detailing.......................................................................16 2.10. Promotional Materials...........................................................16 2.11. Samples.........................................................................17 2.12. Clinical Trials.................................................................19 2.13. Promotional Activities..........................................................21 2.14. MSL Activities..................................................................21 2.15. Activities Reports..............................................................22 2.16. Communication...................................................................22
ARTICLE III MANAGEMENT OF CO-PROMOTION.................................................22 3.1. Joint Management Committee......................................................22 3.2. Meetings........................................................................23 3.3. Decision Making.................................................................23 3.4. Responsibilities................................................................23 3.5. Retention of Rights.............................................................25
ARTICLE IV REGULATORY MATTERS.........................................................25 4.1. Regulatory Approvals............................................................25 4.2. Communications with the FDA.....................................................25 4.3. Submissions to the FDA..........................................................26 4.4. Investigations..................................................................26 4.5. Recalls.........................................................................26 4.6. OSI Notification................................................................26 4.7. Adverse Drug Experiences and Technical Complaints...............................27 4.8. Inquiries.......................................................................27
ARTICLE V SERONO'S RIGHTS AND RESPONSIBILITIES.......................................28 5.1. Product Pricing and Discounting.................................................28 5.2. Contracting with Organizations..................................................28 5.3. Approval of Promotional Materials, Training Materials and Materials used in the Conduct of MSL Activities...................................................28 5.4. Distribution and Sales..........................................................29 {/TABLE}
{PAGE}
{TABLE} {S} {C} {C} 5.5. Compliance with Codes and Standards.............................................29 5.6. Communication...................................................................29 5.7. Manufacturing Rights/Obligations................................................29 5.8. NDA/Regulatory..................................................................30 5.9. Product Supply..................................................................30 5.10. Inventory.......................................................................30 5.11. Compliance......................................................................30 5.12. **............................................................................30 5.13. MS Marketing Plan...............................................................30 5.14. Availability of Data............................................................31 5.15. Website.........................................................................31 5.16. ** ...........................................................................32 5.17. Indigent Patient Program........................................................32 5.18. Sales Report....................................................................32 5.19. IMS Data........................................................................32
ARTICLE VI PAYMENT....................................................................32 6.1. Initial Fee.....................................................................32 6.2. Transition Services Fee.........................................................33 6.3. Maintenance Fee.................................................................33 6.4. Net Sales Report................................................................33 6.5. Net Sales Determination.........................................................33 6.6. Commission Payment..............................................................34 6.7. Payment Currency................................................................35 6.8. Payments........................................................................35 6.9. Taxes...........................................................................36 6.10. Withholding Taxes...............................................................36
ARTICLE VII ACCOUNTING AND REPORTS.....................................................36 7.1. Books and Records...............................................................36 7.2. Audit...........................................................................37 7.3. Sales Force Efforts.............................................................38
ARTICLE VIII INTELLECTUAL PROPERTY RIGHTS...............................................38 8.1. Trademark and Corporate Logos...................................................38 8.2. Copyrights......................................................................39 8.3. Know-How........................................................................40 8.4. Patent..........................................................................40 8.5. License Agreement and Manufacturing Agreement...................................41
ARTICLE IX CONFIDENTIAL INFORMATION...................................................41 9.1. Treatment of Confidential Information...........................................41 9.2. Disclosure to Affiliates and Agents.............................................41 9.3. Injunctive Relief...............................................................42 {/TABLE}
---------- ** This portion has been redacted pursuant to a confidential treatment request.
{PAGE}
{TABLE} {S} {C} {C} ARTICLE X REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION............................42 10.1. Serono's Representations........................................................42 10.2. OSI's Representations...........................................................44 10.3. Indemnification of OSI..........................................................45 10.4. Indemnification of Serono.......................................................45 10.5. Indemnification Procedures for Third Party Claims...............................46 10.6. Non-Duplicative Payment.........................................................47 10.7. Insurance.......................................................................47 10.8. Limitation of Liability.........................................................47
ARTICLE XI TERM AND TERMINATION.......................................................48 11.1. Term............................................................................48 11.2. Termination for Breach..........................................................48 11.3. Termination Upon Other Events...................................................48 11.4. Termination after the First Generic Date........................................48 11.5. Termination for Bankruptcy......................................................48 11.6. Survival of Obligations.........................................................49
ARTICLE XII Non-Competition.................................................................50 12.1. **..............................................................................50 12.2. **..............................................................................50
ARTICLE XIII DISPUTE RESOLUTION.........................................................50 13.1. Disputes Concerning Matters Subject to Determination by the JMC.................50 13.2. Other Disputes..................................................................51
ARTICLE XIV MISCELLANEOUS..............................................................51 14.1. Entire Agreement................................................................51 14.2. Governing Law...................................................................51 14.3. Notices.........................................................................52 14.4. Force Majeure...................................................................53 14.5. Assignment......................................................................54 14.6. Performance by an Affiliate.....................................................54 14.7. Amendments and Waivers..........................................................54 14.8. Severability....................................................................55 14.9. Counterparts....................................................................55 14.10. Relationship of the Parties.....................................................55 14.11. Non-Solicitation of Employees...................................................55 14.12. Press Releases..................................................................56 14.13. Third Party Beneficiaries.......................................................56 14.14. Headings........................................................................57 14.15. Interpretation..................................................................57 14.16. Further Assurances; Covenant to Cooperate.......................................57 {/TABLE}
---------- ** This portion has been redacted pursuant to a confidential treatment request.
{PAGE}
{TABLE} {S} {C} 14.17. No Set Off......................................................................57 {/TABLE}
{PAGE}
CO-PROMOTION AGREEMENT
THIS CO-PROMOTION AGREEMENT (the "Agreement"), dated as of March 11, 2003 (the "Effective Date"), between ARES TRADING S.A. ("Serono"), a corporation organized under the laws of Switzerland and having a principal place of business at Chateau de Vaumarcus, 2028 Vaumarcus, Switzerland, and OSI PHARMACEUTICALS, INC. ("OSI"), a corporation organized under the laws of Delaware and having executive offices at 58 South Service Road, Suite 110, Melville, New York 11747;
WITNESSETH:
WHEREAS, Serono and OSI would like to set forth the terms and conditions pursuant to which they will collaborate in connection with the promotion and marketing of the Product in the Field in the Territory (as such terms are defined below);
NOW, THEREFORE, based on the premises and the mutual covenants and obligations set forth below, and intending to be bound hereby, the parties agree as follows:
ARTICLE I
DEFINITIONS
The following terms, whether used in the singular or plural, shall have the following meanings:
1.1. "Act" means the United States Food, Drug and Cosmetic Act, as amended from time to time, and the regulations promulgated thereunder including the guidelines and guidance issued by the FDA.
1.2. "Activities Report" means the report described in Section 2.15.
{PAGE}
1.3. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with, a party to this Agreement, but only for so long as such control shall continue. For purposes of this definition, "control" (including, with correlative meanings, "controlled by," "controlling" and "under common control with") means possession, directly or indirectly, of (i) the power to direct or cause the direction of the management and policies of an entity (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise), or (ii) at least fifty percent (50%) of the voting securities or other comparable equity interests.
1.4. "Breaching Party" shall have the meaning set forth in Section 11.2.
1.5. **
1.6. "Business Day" means a day that is not a Saturday, Sunday or a day on which banking institutions in New York, New York or Geneva, Switzerland are authorized by Law to remain closed.
1.7. "Calendar Quarter" means each of the three-month periods ending on March 31, June 30, September 30 and December 31 or, in the case of any partial calendar quarter, the remaining part thereof during the Term. Except with respect to Section 5.14, the first Calendar Quarter hereunder shall be the period from the Effective Date until June 30, 2003.
1.8. "Calendar Year" means a calendar year during the Term or, in the case of any partial calendar year, the remaining part thereof during the Term.
1.9. "Chargebacks" means credits, chargebacks, reimbursements, administrative fees and other payments to wholesalers and other distributors, group purchasing organizations, insurers and other institutions.
---------- ** This portion has been redacted pursuant to a confidential treatment request.
-2- {PAGE}
1.10. "Clinical Trial" means a clinical trial of the Product in the Field for the Territory, including an investigator-sponsored clinical trial, described in the Oncology Marketing Plan. Clinical Trials shall include the Ongoing Clinical Trials.
1.11. "Code" or "Codes" means the Code on Interactions with Healthcare Professionals promulgated by the Pharmaceutical Research and Manufacturers of America (PhRMA) and the American Medical Association (AMA) Guidelines on Gifts to Physicians from Industry, as either of the foregoing may be amended from time to time.
1.12. "Commercially Reasonable Efforts" means the level of efforts and resources required to promote a Product in the Territory in a sustained manner consistent with the efforts a similarly situated company would typically devote to a product of similar sales potential or strategic value resulting from its own research efforts, based on conditions then prevailing.
1.13. "Commission Payment" shall have the meaning set forth in Section 6.6.
1.14. "Confidential Information" means all confidential materials, data or other information, including any proprietary information (whether or not patentable, or protectable as a trade secret), regarding a party's technology, products, business or objectives that is disclosed to the other party pursuant to this Agreement. All information disclosed prior to the Effective Date by Serono or its Affiliates to OSI under or pursuant to the Confidentiality Agreement between Serono International S.A. and OSI dated 5 December 2002 (the "CDA") shall be deemed "Confidential Information" of Serono. All information disclosed prior to the Effective Date by OSI or its Affiliates to Serono under or pursuant to the CDA shall be deemed "Confidential Information" of OSI. Excluded from the foregoing definition of Confidential Information is such information that:
-3- {PAGE}
(a) was known by the receiving party or its Affiliates prior to its date of disclosure to the receiving party as shown by the receiving party's or its Affiliates' written records;
(b) either before or after the date of the disclosure to the receiving party is lawfully disclosed to the receiving party or its Affiliates by third parties who had a legal right to disclose the same;
(c) either before or after the date of the disclosure to the receiving party becomes published or generally known to the public through no fault or omission on the part of the receiving party or its Affiliates;
(d) is independently developed by or for the receiving party or its Affiliates without reference to or reliance upon the Confidential Information; or
(e) is required to be disclosed by the receiving party to comply with applicable Laws, including the Act, or court orders and to defend or prosecute litigation; provided, however, that the receiving party shall, to the extent permitted by such Laws, order or process, first have given prompt notice to the disclosing party to enable it to seek any available exemptions from or limitations on such disclosure requirement and shall reasonably cooperate in such efforts by the disclosing party, at the disclosing party's sole expense.
1.15. "Control" means the legal authority or right of a party to grant a license or sublicense of intellectual property rights to another party or to otherwise disclose proprietary or trade secret information to such other party, without breaching the terms of any agreement with a third party or misappropriating the proprietary or trade secret information of a third party.
1.16. "Copyrights" means the copyrights in works of authorship related to the Product in the Field in the Territory that Serono or one its Affiliates
321840
|
Mintz Levin
As referenced in this CO-Promotion Agreement:
Mintz Levin – 58 South Service Road
Melville, New York 11747
Attn: Barbara A. Wood, Esq.
General Counsel
Fax: (631)293-2218
and a copy to:
Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
666 Third Avenue, 24th Floor
The Chrysler Center
New York, New York 10017
Attn: Joel I. _____________
dt 501233
;
OSI Pharma
As referenced in this CO-Promotion Agreement:
OSI PHARMACEUTICALS, INC – of a
confidential treatment request filed with the Secretary of the Securities and
Exchange Commission.
{PAGE}
EXHIBIT 10.1
CO-PROMOTION AGREEMENT
between
OSI PHARMACEUTICALS, INC .
and
ARES TRADING S.A.
dated as of March 11, 2003
{PAGE}
Table of Contents
{TABLE}
{CAPTION}
Page
----
{S} {C} ` {C}
ARTICLE _____________
OSI PHARMACEUTICALS,
INC – a corporation
organized under the laws of Switzerland and having a principal place of business
at Chateau de Vaumarcus, 2028 Vaumarcus, Switzerland, and OSI PHARMACEUTICALS,
INC . ("OSI"), a corporation organized under the laws of Delaware and having
executive offices at 58 South Service Road, Suite 110, Melville, New _____________
OSI Pharmaceuticals, Inc – Serono, Inc.
One Technology Place
Rockland, Massachusetts 02370
Attn: Vice President and General Counsel, North America
Fax: 781-681-2934
If to OSI:
OSI Pharmaceuticals, Inc .
58 South Service Road
Melville, New York 11747
Attn: Geoffrey Cooper, Ph.D.
Vice President, Corporate Development
-51-
{PAGE}
Fax: (631) 962- _____________
OSI Pharmaceuticals, Inc – Melville, New York 11747
Attn: Geoffrey Cooper, Ph.D.
Vice President, Corporate Development
-51-
{PAGE}
Fax: (631) 962-2021
with a copy to:
OSI Pharmaceuticals, Inc .
58 South Service Road
Melville, New York 11747
Attn: Barbara A. Wood, Esq.
General Counsel
Fax: (631)293-2218
and a copy _____________
OSI PHARMACEUTICALS, INC – IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement to be effective as of the Effective Date.
ARES TRADING S.A. OSI PHARMACEUTICALS, INC .
By: /s/ Leon Bushara By: /s/ Colin Goddard, Ph.D.
--------------------------------- ---------------------------------
Name: Leon Bushara Name: Colin Goddard, Ph.D.
-------------------------------- -------------------------------
Title: Authorized Representative Title: _____________
dt 503512
;
Serono Int'l
As referenced in this CO-Promotion Agreement:
Serono International – All information disclosed prior to the Effective Date by
Serono or its Affiliates to OSI under or pursuant to the Confidentiality
Agreement between Serono International S.A. and OSI dated 5 December 2002 (the
"CDA") shall be deemed "Confidential Information" of Serono. All information
disclosed prior to the _____________
Serono International – Serono:
Ares Trading S.A.
Chateau de Vaumarcus
2028 Vaumarcus
Switzerland
Attn: General Manager
Fax: 41-32-836-3899
with a copy to:
Serono International S.A.
15 bis, Chemin des Mines
Case Postale 54
CH-1211 Geneve 20
Switzerland
Attn: General Counsel
Fax: 41-22-739-3070
_____________
dt 503367
;
|
Serono
As referenced in this CO-Promotion Agreement:
SERONO' – 5. Recalls.........................................................................26
4.6. OSI Notification................................................................26
4.7. Adverse Drug Experiences and Technical Complaints...............................27
4.8. Inquiries.......................................................................27
ARTICLE V SERONO' S RIGHTS AND RESPONSIBILITIES.......................................28
5.1. Product Pricing and Discounting.................................................28
5.2. Contracting with Organizations..................................................28
5.3. Approval of Promotional _____________
Serono' – has been redacted pursuant to a confidential treatment request.
{PAGE}
{TABLE}
{S} {C} {C}
ARTICLE X REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION............................42
10.1. Serono' s Representations........................................................42
10.2. OSI's Representations...........................................................44
10.3. Indemnification of OSI..........................................................45
10.4. Indemnification of Serono.......................................................45
10.5. _____________
Serono. – 42
10.1. Serono's Representations........................................................42
10.2. OSI's Representations...........................................................44
10.3. Indemnification of OSI..........................................................45
10.4. Indemnification of Serono. ......................................................45
10.5. Indemnification Procedures for Third Party Claims...............................46
10.6. Non-Duplicative Payment.........................................................47
10.7. Insurance.......................................................................47
10.8. _____________
"Serono" – CO-PROMOTION AGREEMENT
THIS CO-PROMOTION AGREEMENT (the "Agreement"), dated as of March 11,
2003 (the "Effective Date"), between ARES TRADING S.A. ("Serono" ), a corporation
organized under the laws of Switzerland and having a principal place of business
at Chateau de Vaumarcus, 2028 Vaumarcus, Switzerland, _____________
Serono – organized under the laws of Delaware and having
executive offices at 58 South Service Road, Suite 110, Melville, New York 11747;
WITNESSETH:
WHEREAS, Serono and OSI would like to set forth the terms and conditions
pursuant to which they will collaborate in connection with the promotion and
_____________
dt 505495
;
Ares Trading S.A.
|
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 | 2000 |
Promotion Agreement
Promotion Agreement (83K)
Doc #413140: Click preview link for longer preview.
INTERNET PROTOCOL TELEPHONE SERVICE PARTICIPATION AND
PROMOTION AGREEMENT
This INTERNET PROTOCOL TELEPHONE SERVICE PARTICIPATION AND
PROMOTION AGREEMENT (this "Agreement") is made this 31st day of March, 2000 (the
"Effective Date"), between PRICELINE LONG DISTANCE, LLC ("Priceline"), a
Delaware limited liability company and a wholly owned subsidiary of
priceline.com Incorporated ("priceline.com"), and NET2PHONE, INC., a Delaware
corporation ("Net2Phone") (Priceline and . . .
413140
|
drugstore.com, inc.
As referenced in this Promotion Agreement:
Drugstore.com – shop.com
carpoint.com shopnow.com
CD-Now (columbia house, music vlvd, etc.) shopping.com
Commissionjunction.com surplusauction.com
dealdeal.com thebuyingedge.com
Dealtime.com travebids.com
Dell uBid.com
Drugstore.com vstore.com
ebay.com walmart.com
egghead.com
e-toys.com
expedia.com
fogdog.com
Furniture.com
Healthshop.com
jcrew.com
{/TABLE}
37
{PAGE} 38
EXHIBIT B
NET2PHONE TO _____________
dt 1415795
;
|
Net2Phone
As referenced in this Promotion Agreement:
NET2PHONE, INC – day of March, 2000 (the
"Effective Date"), between PRICELINE LONG DISTANCE, LLC ("Priceline"), a
Delaware limited liability company and a wholly owned subsidiary of
priceline.com Incorporated ("priceline.com"), and NET2PHONE, INC ., a Delaware
corporation ("Net2Phone") (Priceline and Net2Phone are sometimes hereinafter
referred to individually as a "Party" and collectively as the "Parties").
RECITALS:
A. priceline.com and its subsidiaries are _____________
Net2Phone, Inc – or directed to the respective parties as follows:
To Priceline:
Priceline Long Distance, LLC
800 Connecticut Avenue
Norwalk, CT 60854-1629
Attn: Ted Vagelos, President
Cc: General Counsel
To Net2Phone:
Net2Phone, Inc .
171 Main Street
25
{PAGE} 26
Hackensack, NJ 07601
Attn: Dominick Tolli, VP of Business Development
Cc: General Counsel
Such notice or demand shall be deemed to have been _____________
NET2PHONE, INC – IN WITNESS WHEREOF, each Party represents that it has executed
this Agreement through its authorized corporate representative:
PRICELINE LONG DISTANCE, LLC.
By: /s/ Ted Vagelos
Name: Ted Vagelos
Title: President
NET2PHONE, INC .
By: /s/ Ilan Slasky
Name: Ilan Slasky
Title: Chief Financial Officer
27
{PAGE} 28
SCHEDULE 2.2(a) MINIMUM REQUIREMENTS FOR PARTICIPATION
Set forth below are the minimum eligibility _____________
dt 1416552
|
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Promotion Agreement
Promotion Agreement (3K)
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FIRST AMENDMENT TO
INTERNET PROTOCOL TELEPHONE SERVICE PARTICIPATION AND
PROMOTION AGREEMENT
This First Amendment is made as of the 31st day of March, 2000, between
and Priceline Long Distance, LLC ("Priceline"), with offices at 800 Connecticut
Avenue, Norwalk, Connecticut 06854, and Net2Phone, Inc. ("Net2Phone") with
offices at 171 Main Street, Hackensack, New Jersey 07601.
WHEREAS, the Priceline and Net2Phone entered into a Internet Protocol
Telephone Service . . .
413141
|
Net2Phone
As referenced in this Promotion Agreement:
Net2Phone, Inc – This First Amendment is made as of the 31st day of March, 2000, between
and Priceline Long Distance, LLC ("Priceline"), with offices at 800 Connecticut
Avenue, Norwalk, Connecticut 06854, and Net2Phone, Inc . ("Net2Phone") with
offices at 171 Main Street, Hackensack, New Jersey 07601.
WHEREAS, the Priceline and Net2Phone entered into a Internet Protocol
Telephone Service Participation and Promotion Agreement dated March _____________
NET2PHONE, INC – Participation Agreement shall
remain unchanged.
IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment as of the day and year first above written.
PRICELINE LONG DISTANCE, LLC NET2PHONE, INC .
By:/s/ Ted Vagelos By:/s/ Ilan Slasky
Name: Ted Vagelos Name: Ilan Slasky
Title: President Title: Chief Executive
Officer
{PAGE} 2
EXHIBIT A
REPLACEMENT SCHEDULE 5.4 TELECOM _____________
dt 1416553
| |
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Advertising and Promotion Agreement
Advertising and Promotion Agreement (66K)
Doc #1100835: Click preview link for longer preview.
<PAGE>
ADVERTISING AND PROMOTION AGREEMENT
This Advertising and Promotion Agreement (this "AGREEMENT") is entered
into as of April 6, 2000 (the "EFFECTIVE DATE") between Yahoo! Inc., a Delaware
corporation with offices at 3420 Central Expressway, Santa Clara, CA 95051
("YAHOO") and iPrint.com, Inc., a Delaware corporation with offices at 1450
Oddstad Dr., Redwood City, California 94063 ("iPrint").
In consideration of the mutual promises contained in this Agreement,
Yahoo and iPrint hereby agree as . . .
1100835
|
Yahoo!
As referenced in this Advertising and Promotion Agreement:
Yahoo! Inc. – txt
EX 10.13
ADVERTISING AND PROMOTION AGREEMENT
This Advertising and Promotion Agreement (this "AGREEMENT") is entered
into as of April 6, 2000 (the "EFFECTIVE DATE") between Yahoo! Inc. , a Delaware
corporation with offices at 3420 Central Expressway, Santa Clara, CA 95051
("YAHOO") and iPrint.com, Inc., a Delaware corporation with offices at 1450
Oddstad Dr., Redwood City, _____________
YAHOO! INC. – other agreement to which they are a party.
This Advertising and Promotion Agreement has been executed by the duly
authorized representatives of the parties, effective as of the Effective Date.
YAHOO! INC. iPRINT.COM, INC.
By: /s/ Anil Sinah By: /s/ James P. McCormick
------------------------- ------------------------
Name: Anil Sinah Name: James P. McCormick
------------------------ ------------------------
Title: SUP Title: COO
----------------------- -----------------------
Attn: Chief Sales and Marketing Officer _____________
dt 1411362
;
|
Gray Cary
As referenced in this Advertising and Promotion Agreement:
Gray Cary – its General Counsel (e-mail: /***/), and if to
iPrint at 1450 Oddstad Drive, Redwood City, California 94063, Fax (650)
364-7724, Attention: General Counsel, with a copy to Mark Radcliffe,
Gray Cary Ware Friedenrich, 400 Hamilton Avenue, Palo Alto, California
94301, or to such other addresses as either party shall specify to the
other. Notice by any other means shall be _____________
dt 1399271
|
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 | 2005 |
CO-Promotion Agreement
CO-Promotion Agreement (126K)
Doc #1199433: Click preview link for longer preview.
MATERIAL CONTRACTS
EXHIBIT 10.1
CO-PROMOTION AGREEMENT
dated as of August 31, 2005
by and between
CEPHALON, INC.
and
McNEIL CONSUMER & SPECIALTY
PHARMACEUTICALS, a Division of
McNEIL-PPC, INC.
1199433
|
Cephalon
As referenced in this CO-Promotion Agreement:
Cephalon Inc – Cephalon Inc
EX-10.1
2
a05-18061_1ex10d1.htm
MATERIAL CONTRACTS
EXHIBIT 10.1
CO-PROMOTION AGREEMENT
dated as of August 31, 2005
by and between
CEPHALON, INC.
and
McNEIL CONSUMER & _____________
CEPHALON, INC – Cephalon Inc
EX-10.1
2
a05-18061_1ex10d1.htm
MATERIAL CONTRACTS
EXHIBIT 10.1
CO-PROMOTION AGREEMENT
dated as of August 31, 2005
by and between
CEPHALON, INC .
and
McNEIL CONSUMER & SPECIALTY
PHARMACEUTICALS, a Division of
McNEIL-PPC, INC.
TABLE OF CONTENTS
ARTICLE 1
DEFINITIONS
ARTICLE 2
RIGHTS AND OBLIGATIONS
2.1
Grant
of Rights
2. _____________
CEPHALON, INC – amp; SPECIALTY PHARMACEUTICALS, a division of McNEIL-PPC, Inc.,
a New Jersey corporation having its principal office at 7050 Camp Hill Road,
Fort Washington, Pennsylvania 19034 (McNeil) and CEPHALON, INC ., a
Delaware corporation having its principal office at 41 Moores Road, Frazer,
Pennsylvania 19355 (Cephalon).
McNeil and Cephalon may be referred to as a Party _____________
Cephalon, Inc – copy to:
Office of
General Counsel
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick,
New Jersey 08933
Attn: Thomas J.
Spellman III, Esq.
Facsimile:
732-524-2788
Cephalon:
Cephalon, Inc .
41 Moores Road
Frazer,
Pennsylvania 19355
Attn: Company
Secretary
Facsimile:
610-738-6258
With a copy to:
Dechert LLP
4000 Bell
Atlantic Tower
1717 Arch Street
Philadelphia,
Pennsylvania 19103
_____________
CEPHALON,
INC – McNeil and Cephalon, by their duly authorized officers, have
executed this Agreement as of the Effective Date.
McNEIL-PPC,
INC.
BY AND
THROUGH ITS DIVISION,
McNEIL
CONSUMER & SPECIALTY
PHARMACEUTICALS
CEPHALON,
INC .
By:
/s/ Colin Watts
By:
/s/ J. Kevin
Buchi
Name:
Colin Watts
Name: J. Kevin
Buchi
Title:
President
Title: Sr. Vice
President & CFO
36
SCHEDULE 1.8
Applicable _____________
dt 1382797
;
|
Dechert
As referenced in this CO-Promotion Agreement:
Dechert – Attn: Thomas J.
Spellman III, Esq.
Facsimile:
732-524-2788
Cephalon:
Cephalon, Inc.
41 Moores Road
Frazer,
Pennsylvania 19355
Attn: Company
Secretary
Facsimile:
610-738-6258
With a copy to:
Dechert LLP
4000 Bell
Atlantic Tower
1717 Arch Street
Philadelphia,
Pennsylvania 19103
Attn: James A.
Lebovitz, Esq.
Facsimile:
215-655-2510
or to such other address
as the addressee shall have _____________
dt 1404142
|
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Tenancy and Promotion Agreement
Tenancy and Promotion Agreement (51K)
Doc #1211632: Click preview link for longer preview.
TENANCY AND PROMOTION AGREEMENT
TENANCY AND PROMOTION AGREEMENT, dated as of June 12, 2000 (this
"Agreement"), by and between Discovery.com, Inc., a Delaware corporation with
offices at 7700 Wisconsin Avenue, Bethesda, Maryland, 20813 ("DCOM") and
Pets.com, Inc., a Delaware corporation with offices at 435 Brannan Street, Suite
100, San Francisco, California 94107 (the "Company").
R E C I T A L S
WHEREAS, the Company is an online retailer of pet products, information
and . . .
1211632
|
Venture Law
As referenced in this Tenancy and Promotion Agreement:
Venture Law Group
– or overnight courier service), as follows:
(a) if to the Company:
Pets.com, Inc.
435 Brannan Street, Suite 100
San Francisco, California 94107
Attention: Chris Deyo
with a copy to:
Venture Law Group
2775 Sand Hill Road
Menlo Park, California 94025
Attention: John Bautista
-14-
<PAGE> 15
(b) if to DCOM:
Discovery.com, Inc.
c/o Discovery Communications, Inc.
7700 _____________
dt 1417395
;
|
Greenberg
As referenced in this Tenancy and Promotion Agreement:
Greenberg Traurig – c/o Discovery Communications, Inc.
7700 Wisconsin Avenue
Bethesda, Maryland 20819
Attention: General Manager,
AnimalPlanet.com
with a copy to:
General Counsel
(at the same address)
and a copy to:
Greenberg Traurig
200 Park Avenue
New York, New York 10166
Attention: Alayne F. Serle, Esq.
9.4 The parties to this Agreement are independent contractors.
There is no relationship of partnership, _____________
dt 1325576
|
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Promotional Agreement
Promotional Agreement (40K)
Doc #1321438: Click preview link for longer preview.
Exhibit 10.58
This PROMOTIONAL AGREEMENT (this "Agreement") is made as of May 5, 2000
---------
(the "Effective Date"), among travelbyus.com Ltd, an Ontario corporation
--------------
("TBU"), Aviation Group, a Texas corporation and GenesisIntermedia.com, Inc., a
---
California corporation ("Genesis"), (each a "party" and collectively, the
------- -----
"parties").
----- . . .
1321438
|
GenesisIntermedia, Inc.
As referenced in this Promotional Agreement:
GenesisIntermedia. – 58
This PROMOTIONAL AGREEMENT (this "Agreement") is made as of May 5, 2000
---------
(the "Effective Date"), among travelbyus.com Ltd, an Ontario corporation
--------------
("TBU"), Aviation Group, a Texas corporation and GenesisIntermedia. com, Inc., a
---
California corporation ("Genesis"), (each a "party" and collectively, the
------- -----
"parties").
--------
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, TBU owns and operates the e- _____________
GenesisIntermedia. – hereof on
written notice to the other party in accordance with this Section 9.06.
8
<PAGE>
<TABLE>
<CAPTION>
To travelbyus.com Ltd. To GenesisIntermedia. com, Inc. To Aviation Group
----------------------------------------------------------------------------------------------
<S> <C> <C>
travelbyus.com Ltd. GenesisIntermedia.com, Inc. Aviation Group
204-3237 King George Hwy 5805 Seplveda Blvd., _____________
GenesisIntermedia. – gt;
<TABLE>
<CAPTION>
To travelbyus.com Ltd. To GenesisIntermedia.com, Inc. To Aviation Group
----------------------------------------------------------------------------------------------
<S> <C> <C>
travelbyus.com Ltd. GenesisIntermedia. com, Inc. Aviation Group
204-3237 King George Hwy 5805 Seplveda Blvd., 4th Floor 700 North Pearl Street
South Surrey, B.C. V4P 1B7 Van Nuys, California 91411 Suite 2170
_____________
GENESISINTERMEDIA. – Agreement
to be executed as of the date first written above by their respective officers
thereunto duly authorized.
travelbyus.com Ltd.
By: /s/ Bill Kerby
--------------------------------
Name: Bill Kerby
Title: CEO
GENESISINTERMEDIA. COM, INC.
By: /s/ Ramy Y. El-Batrawi
--------------------------------
Name: Ramy Y. El-Batrawi
Title: President and CEO
AVIATION GROUP
By: /s/ Bill Kerby
--------------------------------
Name: Bill Kerby
Title: CEO
12
</ _____________
dt 1627156
;
|
travelbyus, inc.
As referenced in this Promotional Agreement:
travelbyus. – PROMOTIONAL AGREEMENT 5/5/00
<TEXT>
<PAGE>
Exhibit 10.58
This PROMOTIONAL AGREEMENT (this "Agreement") is made as of May 5, 2000
---------
(the "Effective Date"), among travelbyus. com Ltd, an Ontario corporation
--------------
("TBU"), Aviation Group, a Texas corporation and GenesisIntermedia.com, Inc., a
---
California corporation ("Genesis"), (each a "party" and collectively, the
------- -----
"parties").
--------
W I T N _____________
.travelbyus. – corporation ("Genesis"), (each a "party" and collectively, the
------- -----
"parties").
--------
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, TBU owns and operates the e-commerce travel website,
www.travelbyus. com, which provides various on-line services and products
------------------
throughout the worldwide web ("TBU.com Site");
WHEREAS, Genesis owns and operates the CenterLINQ system ("CenterLINQ"),
which provides interactive marketing and _____________
travelbyus. – address for notice purposes hereof on
written notice to the other party in accordance with this Section 9.06.
8
<PAGE>
<TABLE>
<CAPTION>
To travelbyus. com Ltd. To GenesisIntermedia.com, Inc. To Aviation Group
----------------------------------------------------------------------------------------------
<S> <C> <C>
travelbyus.com Ltd. GenesisIntermedia.com, Inc. Aviation Group
204-3237 King George _____________
travelbyus. – 8
<PAGE>
<TABLE>
<CAPTION>
To travelbyus.com Ltd. To GenesisIntermedia.com, Inc. To Aviation Group
----------------------------------------------------------------------------------------------
<S> <C> <C>
travelbyus. com Ltd. GenesisIntermedia.com, Inc. Aviation Group
204-3237 King George Hwy 5805 Seplveda Blvd., 4th Floor 700 North Pearl Street
South Surrey, B.C. V4P 1B7 Van Nuys, California _____________
travelbyus. – gt;
IN WITNESS WHEREOF, each of TBU and Genesis have caused this Agreement
to be executed as of the date first written above by their respective officers
thereunto duly authorized.
travelbyus. com Ltd.
By: /s/ Bill Kerby
--------------------------------
Name: Bill Kerby
Title: CEO
GENESISINTERMEDIA.COM, INC.
By: /s/ Ramy Y. El-Batrawi
--------------------------------
Name: Ramy Y. El-Batrawi
Title: President and CEO
AVIATION _____________
dt 1564779
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Full Doc
 | 2002 |
Promotional Agreement
Promotional Agreement (156K)
Doc #1352126: Click preview link for longer preview.
CONFIDENTIAL
AOLTW PROMOTIONAL AGREEMENT
This AOLTW Promotional Agreement together with Schedules I through V
attached hereto and made a part hereof (this "Agreement") is entered into as of
this 4th day of January, 2002 (the "Effective Date"), by and between AOL TIME
WARNER, INC. ("AOLTW"), a Delaware corporation, with offices at 75 Rockefeller
Plaza, New York, NY 10019, and GENUITY INC. ("GENUITY"), a Delaware corporation,
with offices at 225 Presidential Way, Woburn, MA . . .
1352126
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America Online
As referenced in this Promotional Agreement:
America Online, Inc – REQUESTED EXHIBIT 10.42
================================================================================
PAYMENT SCHEDULE:
All amounts payable by Advertiser hereunder shall be [*MATERIAL OMITTED AND
SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] upon
execution hereof to America Online, Inc . ("AOL"), in immediately available,
non-refundable U.S. funds wired to the "America Online" account, Account Number
[*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT] _____________
AMERICA ONLINE, INC – binding on both parties when signed on
behalf of each party and delivered to the other party (which delivery may be
accomplished by facsimile transmission of the signature pages hereto).
AMERICA ONLINE, INC . ADVERTISER
By: By:
------------------------------ ------------------------------
Print Name: Print Name:
---------------------- -----------------------
Title: Title:
--------------------------- ---------------------------
Date: Date:
---------------------------- ----------------------------
CONFIDENTIAL
EXECUTION COPY
19
<Page>
CONFIDENTIAL TREATMENT REQUESTED EXHIBIT 10.42
ADDITIONAL TERMS:
EXHIBIT A -- CARRIAGE _____________
America Online, Inc – TREATMENT REQUESTED EXHIBIT 10.42
EXHIBIT C
TO INSERTION ORDER
STANDARD TERMS
AOL Advertising Standard Terms and Conditions
1. DISPLAY OF ADVERTISING MATERIAL. Advertiser acknowledges that the sole
obligation of America Online, Inc and its affiliates, including, without
limitation, Netscape Communications Corporation, CompuServe Interactive
Services, Inc., Digital City, Inc., ICQ, Inc., MapQuest, Inc. and MovieFone,
Inc. (collectively "AOL") is to display one _____________
dt 1609219
;
eBay
As referenced in this Promotional Agreement:
EBay, Inc. – CARRIAGE PLAN(1)
[SPECIFIC CARRIAGE PLAN TO BE ADDED]
--------
(1) With respect to any inventory designated as "EBAY - PUBLIC" (or similar
designation of inventory on the publicly available version of EBay, Inc. 's
primary interactive site), this Insertion Order incorporates by reference the
EBay terms and conditions (the "EBay Ad Terms") which provide, among other
things, that EBay is an express _____________
dt 1610419
;
|
Time Warner
As referenced in this Promotional Agreement:
TIME
WARNER, INC – I through V
attached hereto and made a part hereof (this "Agreement") is entered into as of
this 4th day of January, 2002 (the "Effective Date"), by and between AOL TIME
WARNER, INC . ("AOLTW"), a Delaware corporation, with offices at 75 Rockefeller
Plaza, New York, NY 10019, and GENUITY INC. ("GENUITY"), a Delaware corporation,
with offices at 225 Presidential Way, Woburn, MA _____________
Time Warner, Inc – prepaid, or any other means
of rapid mail delivery for which a receipt is available, in each
case if and to the extent delivered as follows:
If to AOLTW:
AOL Time Warner, Inc .
Attn: President, Business Affairs
75 Rockefeller Plaza
New York, NY 10019
With copies to:
AOL Time Warner, Inc.
Attn: General Counsel
75 Rockefeller Plaza
New York, NY 10019
AOLNotice@ _____________
Time Warner, Inc – if and to the extent delivered as follows:
If to AOLTW:
AOL Time Warner, Inc.
Attn: President, Business Affairs
75 Rockefeller Plaza
New York, NY 10019
With copies to:
AOL Time Warner, Inc .
Attn: General Counsel
75 Rockefeller Plaza
New York, NY 10019
AOLNotice@AOL.com
If to Genuity:
Genuity Inc.
Attn: Jan Ledbetter
CONFIDENTIAL
EXECUTION COPY
9
<Page>
CONFIDENTIAL _____________
TIME WARNER, INC – BLANK]
CONFIDENTIAL
EXECUTION COPY
13
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED EXHIBIT 10.42
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
Effective Date.
AOL TIME WARNER, INC . GENUITY INC.
By: /s/ AOL TIME WARNER, INC. By: /s/ JAMES FREEZE
------------------------- ---------------------------
Name: Name: James Freeze
Title: Title: Senior Vice President
Date: Date:
SCHEDULES TO AOLTW PROMOTIONAL AGREEMENT:
--SCHEDULE _____________
TIME WARNER, INC – CONFIDENTIAL TREATMENT REQUESTED EXHIBIT 10.42
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
Effective Date.
AOL TIME WARNER, INC. GENUITY INC.
By: /s/ AOL TIME WARNER, INC . By: /s/ JAMES FREEZE
------------------------- ---------------------------
Name: Name: James Freeze
Title: Title: Senior Vice President
Date: Date:
SCHEDULES TO AOLTW PROMOTIONAL AGREEMENT:
--SCHEDULE I [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO _____________
dt 1623774
|
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Full Doc
 | 2005 |
Promotion Agreement
Promotion Agreement (29K)
Doc #1495013: Click preview link for longer preview.
PROMOTION AGREEMENT
This Promotion Agreement (this ?Agreement?) is entered into and made effective as of June 14, 2005, by and among SLS International, Inc., a Delaware corporation (?SLS?), JMBP, Inc. (?JMBP?), a California corporation, and Mark Burnett (?Burnett? and, together with SLS and JMBP, the ?Parties?). In consideration of the mutual agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1.
Term of . . .
1495013
| |
Drinker Biddle
As referenced in this Promotion Agreement:
Drinker Biddle – to
SLS International, Inc.
1650 West Jackson Street
Ozark, MO 65721
Facsimile: (417) 883-2723
Attention: Chief Executive Officer and President
With a copy (which shall not constitute notice) to:
Drinker Biddle & Reath LLP
50 Fremont Street
20th Floor
San Francisco, CA 94109
Attention: Scott Joachim, Esq.
Facsimile: (415) 591-7510
The address to which such notices or other communications _____________
dt 1508415
|
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Full Doc
 | 2006 |
Promotion Agreement
Promotion Agreement (162K)
Doc #2284937: Click preview link for longer preview.
PROMOTION AGREEMENT
This PROMOTION AGREEMENT (this �Agreement�) is made as of June 27, 2006 (the �Effective Date�), by and between Depomed, Inc., a California corporation (�Depomed�), and King Pharmaceuticals, Inc., a Tennessee corporation (�King�). Each of Depomed and King is referred to herein individually as a �party� and collectively as the �parties.�
WHEREAS, Depomed desires to engage King to promote and market the Product in the Territory (each as defined below), and King desires to promote and market the Product, all in accordance with the terms and conditions contained herein; . . .
2284937
|
DepoMed
As referenced in this Promotion Agreement:
Depomed, Inc – 24B-2 OF THE EXCHANGE ACT OF 1934.
EXECUTION COPY
PROMOTION AGREEMENT
This PROMOTION AGREEMENT (this Agreement) is made as of June 27, 2006 (the Effective Date), by and between Depomed, Inc ., a California corporation (Depomed), and King Pharmaceuticals, Inc., a Tennessee corporation (King). Each of Depomed and King is referred to herein individually as a party and collectively as the _____________
Depomed, inc – recall (including recall of packaging and promotion materials), market withdrawals or any other corrective action related to the Product. Depomed shall promptly notify King of any such actions taken by Depomed, inc luding all actions that are reasonably likely to result in a material adverse effect on the marketability of the Product in the Territory. At Depomeds request, King shall provide assistance _____________
Depomed, Inc – mailed postage prepaid by certified or registered mail (return receipt requested), or sent by a nationally recognized express courier service, or hand-delivered at the following address:
If to Depomed:
Depomed, Inc .
1360 OBrien Drive
Menlo Park, California 94025
Attention: President
Fax No.: (650) 462-9991
With a copy to:
Heller Ehrman LLP
275 Middlefield Road
Menlo Park, CA 94025
Attention: _____________
DEPOMED, INC – of such party.
47
[Signature page follows]
48
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate on the day and year first above written.
DEPOMED, INC .
By:
/s/ John W. Fara
Name:
John W. Fara
Title:
President and CEO
KING PHARMACEUTICALS, INC.
By:
/s/ Brian A. Markison
Name:
Brian A. Markison
Title:
President and CEO
_____________
DEPOMED, INC – Name:
John W. Fara
Title:
President and CEO
KING PHARMACEUTICALS, INC.
By:
/s/ Brian A. Markison
Name:
Brian A. Markison
Title:
President and CEO
49
PROMOTION AGREEMENT
by and between
DEPOMED, INC .
and
KING PHARMACEUTICALS, INC.
Dated as of June 27, 2006
SCHEDULES
Schedule 1.33 Depomed Trademarks
Schedule 1.54 King Trademarks
Schedule 1.56 Initial Launch Plan
Schedule 3. _____________
dt 1573520
;
King Pharma
As referenced in this Promotion Agreement:
King Pharmaceuticals, Inc – 1934.
EXECUTION COPY
PROMOTION AGREEMENT
This PROMOTION AGREEMENT (this Agreement) is made as of June 27, 2006 (the Effective Date), by and between Depomed, Inc., a California corporation (Depomed), and King Pharmaceuticals, Inc ., a Tennessee corporation (King). Each of Depomed and King is referred to herein individually as a party and collectively as the parties.
WHEREAS, Depomed desires to engage King to _____________
King Pharmaceuticals, Inc – Fax No.: (650) 462-9991
With a copy to:
Heller Ehrman LLP
275 Middlefield Road
Menlo Park, CA 94025
Attention: Julian Stern
Fax No: (650) 324-0638
If to King:
King Pharmaceuticals, Inc .
501 Fifth Street
Bristol, Tennessee 37620
Attn: Legal Affairs Department
Facsimile: (423) 990-2566
All notices shall be deemed made upon receipt by the addressee as evidenced by the _____________
KING PHARMACEUTICALS, INC – this Agreement to be executed in duplicate on the day and year first above written.
DEPOMED, INC.
By:
/s/ John W. Fara
Name:
John W. Fara
Title:
President and CEO
KING PHARMACEUTICALS, INC .
By:
/s/ Brian A. Markison
Name:
Brian A. Markison
Title:
President and CEO
49
PROMOTION AGREEMENT
by and between
DEPOMED, INC.
and
KING PHARMACEUTICALS, INC.
Dated as of June _____________
KING PHARMACEUTICALS, INC – Fara
Title:
President and CEO
KING PHARMACEUTICALS, INC.
By:
/s/ Brian A. Markison
Name:
Brian A. Markison
Title:
President and CEO
49
PROMOTION AGREEMENT
by and between
DEPOMED, INC.
and
KING PHARMACEUTICALS, INC .
Dated as of June 27, 2006
SCHEDULES
Schedule 1.33 Depomed Trademarks
Schedule 1.54 King Trademarks
Schedule 1.56 Initial Launch Plan
Schedule 3.2 JCC Members
Schedule _____________
dt 1551188
;
|
Heller Ehrman
As referenced in this Promotion Agreement:
Heller Ehrman – or hand-delivered at the following address:
If to Depomed:
Depomed, Inc.
1360 OBrien Drive
Menlo Park, California 94025
Attention: President
Fax No.: (650) 462-9991
With a copy to:
Heller Ehrman LLP
275 Middlefield Road
Menlo Park, CA 94025
Attention: Julian Stern
Fax No: (650) 324-0638
If to King:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: _____________
dt 1423440
|
Preview
Full Doc
 | 2006 |
Promotion Agreement
Promotion Agreement (176K)
Doc #2298049: Click preview link for longer preview.
PROMOTION AGREEMENT
by and between
DEPOMED, INC.
and
KING PHARMACEUTICALS, INC.
Dated as of June 27, 2006
Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company�s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
EXECUTION COPY
PROMOTION AGREEMENT
This PROMOTION AGREEMENT (this �Agreement�) is made as of June 27, 2006 (the �Effective Date�), by and between Depomed, . . .
2298049
|
DepoMed
As referenced in this Promotion Agreement:
DEPOMED, INC – exv10w1
EX-10.1 3 g02418exv10w1.htm EX-10.1 PROMOTION AGREEMENT 06/27/06
Exhibit 10.1
PROMOTION AGREEMENT
by and between
DEPOMED, INC .
and
KING PHARMACEUTICALS, INC.
Dated as of June 27, 2006
Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to _____________
Depomed, Inc – 2 of the Securities Exchange Act of 1934.
EXECUTION COPY
PROMOTION AGREEMENT
This PROMOTION AGREEMENT (this Agreement) is made as of June 27, 2006 (the Effective Date), by and between Depomed, Inc ., a California corporation (Depomed), and King Pharmaceuticals, Inc., a Tennessee corporation (King). Each of Depomed and King is referred to herein individually as a party and collectively as the _____________
Depomed, inc – recall (including recall of packaging and promotion materials), market withdrawals or any other corrective action related to the Product. Depomed shall promptly notify King of any such actions taken by Depomed, inc luding all actions that are reasonably likely to result in a material adverse effect on the marketability of the Product in the Territory. At Depomeds request, King shall provide assistance _____________
Depomed, Inc – 43
postage prepaid by certified or registered mail (return receipt requested), or sent by a nationally recognized express courier service, or hand-delivered at the following address:
If to Depomed:
Depomed, Inc .
1360 OBrien Drive
Menlo Park, California 94025
Attention: President
Fax No.: (650) 462-9991
With a copy to:
Heller Ehrman LLP
275 Middlefield Road
Menlo Park, CA 94025
Attention: _____________
DEPOMED, INC – of the Securities Exchange Act of 1934.
47
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate on the day and year first above written.
DEPOMED, INC .
By:
/s/ John W. Fara
Name:
John W. Fara
Title:
President and CEO
KING PHARMACEUTICALS, INC.
By:
/s/ Brian A. Markison
Name:
Brian A. Markison
Title:
President and CEO
_____________
dt 1573521
;
King Pharma
As referenced in this Promotion Agreement:
KING PHARMACEUTICALS, INC – exv10w1
EX-10.1 3 g02418exv10w1.htm EX-10.1 PROMOTION AGREEMENT 06/27/06
Exhibit 10.1
PROMOTION AGREEMENT
by and between
DEPOMED, INC.
and
KING PHARMACEUTICALS, INC .
Dated as of June 27, 2006
Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Companys
application requesting _____________
King Pharmaceuticals, Inc – 1934.
EXECUTION COPY
PROMOTION AGREEMENT
This PROMOTION AGREEMENT (this Agreement) is made as of June 27, 2006 (the Effective Date), by and between Depomed, Inc., a California corporation (Depomed), and King Pharmaceuticals, Inc ., a Tennessee corporation (King). Each of Depomed and King is referred to herein individually as a party and collectively as the parties.
WHEREAS, Depomed desires to engage King to _____________
King Pharmaceuticals, Inc – Fax No.: (650) 462-9991
With a copy to:
Heller Ehrman LLP
275 Middlefield Road
Menlo Park, CA 94025
Attention: Julian Stern
Fax No: (650) 324-0638
If to King:
King Pharmaceuticals, Inc .
501 Fifth Street
Bristol, Tennessee 37620
Attn: Legal Affairs Department
Facsimile: (423) 990-2566
All notices shall be deemed made upon receipt by the addressee as evidenced by the _____________
KING PHARMACEUTICALS, INC – this Agreement to be executed in duplicate on the day and year first above written.
DEPOMED, INC.
By:
/s/ John W. Fara
Name:
John W. Fara
Title:
President and CEO
KING PHARMACEUTICALS, INC .
By:
/s/ Brian A. Markison
Name:
Brian A. Markison
Title:
President and CEO
Portions of this Exhibit were omitted and have been filed separately with the Secretary of the _____________
dt 1551189
;
|
Heller Ehrman
As referenced in this Promotion Agreement:
Heller Ehrman – or hand-delivered at the following address:
If to Depomed:
Depomed, Inc.
1360 OBrien Drive
Menlo Park, California 94025
Attention: President
Fax No.: (650) 462-9991
With a copy to:
Heller Ehrman LLP
275 Middlefield Road
Menlo Park, CA 94025
Attention: Julian Stern
Fax No: (650) 324-0638
If to King:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: _____________
dt 1600198
|
Preview
Full Doc
 | 2006 |
CO-Promotion Agreement
CO-Promotion Agreement (117K)
Doc #2427109: Click preview link for longer preview.
CO-PROMOTION AGREEMENT
This Co-Promotion Agreement (hereafter, this �AGREEMENT�) is entered into as of June 12, 2006, by and between Cephalon, Inc., a Delaware corporation (�CEPHALON�), and Takeda Pharmaceuticals North America, Inc., a Delaware corporation (�TPNA�).
RECITALS
A. Cephalon is the owner of all right, title and interest in and to Cephalon�s . . .
2427109
|
Cephalon
As referenced in this CO-Promotion Agreement:
Cephalon, Inc – a06-15281_1ex10d2.htm EX-10.2
Exhibit 10.2
CO-PROMOTION AGREEMENT
This Co-Promotion Agreement (hereafter, this AGREEMENT) is entered into as of June 12, 2006, by and between Cephalon, Inc ., a Delaware corporation (CEPHALON), and Takeda Pharmaceuticals North America, Inc., a Delaware corporation (TPNA).
RECITALS
A. Cephalon is the owner of all right, title and interest in and to _____________
Cephalon, inc – the Securities Exchange Act of 1934, as amended.
26
result of the nonperformance, negligence or willful misconduct of any employee or agent of Cephalon or anyone acting on behalf of Cephalon, inc luding its Affiliates and their officers, directors, shareholders, employees, agents, representatives, successors and assigns. For the avoidance of doubt, if TPNA acts in compliance with the directives of the Marketing _____________
Cephalon, Inc – courier service receipt 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.
Cephalon, Inc :
41 Moores Road
Frazer, Pennsylvania 19355
Facsimile: (610) 738-6258
Attention:
John E. Osborn
Company Secretary
Copy to:
Dechert LLP
2929 Arch Street
Cira Centre
Philadelphia, Pennsylvania 19104
Facsimile: ( _____________
CEPHALON, INC – 2 under the Securities Exchange Act of 1934, as amended.
31
NOW THEREFORE, the Parties, through their authorized officers, have executed this Agreement as of the date first written above.
CEPHALON, INC .
TAKEDA PHARMACEUTICALS NORTH
AMERICA, INC.
By:
/s/ J. Kevin Buchi
By:
/s/ Mark Booth
Name:
J. Kevin Buchi
Name:
Mark Booth
Title:
Executive Vice President and CFO
Title:
President
** _____________
dt 1578252
;
|
Dechert
As referenced in this CO-Promotion Agreement:
Dechert – forth below as proven by written signature of the recipient.
Cephalon, Inc:
41 Moores Road
Frazer, Pennsylvania 19355
Facsimile: (610) 738-6258
Attention:
John E. Osborn
Company Secretary
Copy to:
Dechert LLP
2929 Arch Street
Cira Centre
Philadelphia, Pennsylvania 19104
Facsimile: (215) 655-2510
Attention:
James A. Lebovitz
**Portions of the Exhibit have been omitted and have been filed separately pursuant _____________
dt 1661094
|