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EXHIBIT 10.33
INNOVEX INC.
AND
VIVUS, INC.
SALES FORCE
SERVICES AGREEMENT
2
This Sales Force Services Agreement ("Agreement"), effective as of
February 1, 1998, is by and between Vivus, Inc., with offices at 000 Xxxx
Xxxxxxxxx Xxxxx, Xxxxxxxx Xxxx, XX 00000 ("Vivus") and, Innovex Inc., whose
principal office is at 00 Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxxx, XX 00000 ("Innovex").
WHEREAS, Vivus, a corporation organized and existing under the laws of
Delaware is engaged, in research, development, manufacture and marketing of
pharmaceutical products;
WHEREAS, Innovex, a corporation organized and existing under the laws of
Delaware, is a Contract Pharmaceutical Organization (C.P.O.), providing
integrated pharmaceutical services; and
WHEREAS, Vivus desires to acquire and Innovex desires to provide sales
force services on the terms and conditions contained in this Agreement;
NOW THEREFORE, in consideration of the following covenants, promises and
obligations, Vivus and Innovex agree:
1.0 DEFINITIONS
When used in this Agreement, the following terms and phrases shall have
the meanings identified below:
1.1 "Affiliate" shall mean any corporation or business entity
controlled by, controlling, or under common control with (e.g.,
controlled by a party which controls a party to this Agreement)
a party to this Agreement. For this purpose, "control" shall
mean direct or indirect beneficial ownership of at least fifty
percent (50%) of the voting stock or income interest in such
corporation or other business entity, or such other relationship
as, in fact, constitutes actual control.
1.2 "Product" shall mean MUSE (alprostadil) or any other product
whose sales promotion is assigned to Innovex by mutual agreement
with Vivus.
1.3 "Project Operations Manual" shall mean a document produced by
Innovex and reasonably acceptable to Vivus, containing the
objectives and targets for the Services, and reporting and
administrative standards.
2.0 SERVICES
2.1 Vivus retains Innovex as an independent contractor for the sole
purpose of providing the sales force services on the terms and
conditions of this Agreement, including the responsibilities and
obligations set forth in Schedules I and III (the "Services").
Vivus and Innovex are not partners, not co-employers and not
agents for one another, and
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neither company has the power to exercise control over the
activities of the other company's employees. Innovex Personnel
(as defined in Section 4.1) shall not have the authority to make
any commitments whatsoever on behalf of Vivus except for the
Services directly permitted by this Agreement.
2.2 Vivus reserves the right to solicit orders from and sell
directly to any customer and all distributors or other
intermediaries.
3.0 COMPENSATION AND EXPENSES
3.1 As compensation for the Services performed, Vivus shall pay
Innovex in the manner and amounts specified in Schedule V. If
the scope of the Services, or the time necessary to perform the
Services changes, the compensation to be paid by Vivus will be
adjusted as mutually agreed upon in writing by Vivus and
Innovex.
3.2 All invoices are strictly net of any taxes imposed on services,
and payment in full of all invoices must be made within thirty
(30) days of the date of the invoice.
- If the method of payment is by direct transfer to the
Innovex bank account, the wire transfer instructions are
as follows:
Innovex Inc.
Accounting Number: [*]
ABA Number: [*]
Branch Banking & Trust Co., Raleigh, NC
- Innovex Federal Employment ID Number is [*]
- Payments by check should be mailed to the Innovex Lockbox
Innovex, Inc.
X.X. Xxx 000000
Xxxxxxxxx, XX 00000-0000
[*] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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- Payments by check may be remitted via Federal Express to
Innovex's Lockbox as follows:
Innovex Inc.
Branch Banking & Trust Co.
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Wholesale Lockbox Dept. (Box 890062)
3.3 Vivus and Innovex agree that if payment is not made within
thirty (30) days of the date of the invoice, Interest shall
accrue on a daily basis at [*]. If there is a rational basis for
Vivus to dispute the amount of an invoice, or any portion
thereof, no interest shall accrue on the amount in dispute until
thirty days after the dispute is resolved. If the period of
non-conforming payment [*], Innovex may, at its sole discretion
and without prejudice to any other rights or remedies, [*]
notice of intent to suspend the Services which specifically
references this Section 3.3, and if the non-conforming payment
continues [*].
4.0 PERSONNEL
4.1 For the purposes of this Agreement, any individual who is
authorized to perform any part of the Services on behalf of
Innovex is considered Innovex Personnel ("Innovex Personnel").
4.2 In the event that any Innovex Personnel providing any of the
Services referred to in this Agreement should be employed by
Vivus or an Affiliate then a fee may be payable to Innovex as
provided in Schedule V.
5.0 CONFIDENTIAL INFORMATION
5.1 Innovex and Vivus agree that any information relating to the
technology, research, products, legal affairs, marketing plans,
business affairs, contracts or finances of the other or
Affiliates or of any suppliers, agents, distributors, licensees
or customers of the other which is (a) marked as confidential,
(b) otherwise represented by the disclosing party as
confidential either before or within a reasonable time after its
disclosure, or (c) otherwise represents proprietary or
confidential information shall be Confidential Information
("Confidential Information"). Innovex and Vivus agree; (i) to
hold Confidential Information in strict confidence and disclose
it only on a need-to-know basis to Affiliates, subcontractors
and employees who are under a written obligation to maintain the
confidentiality of the information; (ii) to make or copy
materials containing Confidential Information only as reasonably
required in connection with this Agreement; and (iii) to deliver
to the disclosing party or destroy any materials, or copies
[*] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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of materials, containing Confidential Information when they are no
longer needed in connection with the Agreement.
5.2 The obligations of the parties in Section 5.1 shall not extend to any
Confidential Information:
- which can be shown by written documentation to have been known
by the recipient prior to its receipt from the other;
- which is public or lawfully becomes generally available to the
public through no fault of the party;
- which is lawfully acquired from a third party without being made
subject to an obligation of confidence by the third party;
- which by mutual written agreement is released from the
confidentiality provisions of this Agreement; or
- which is required to be disclosed under any statutory,
regulatory or judicial requirement, and in that event,
confidentiality will be preserved and protected to the extent
possible; additionally, notice will be provided to the other
party prior to any such disclosure.
The obligations of Innovex and Vivus under Section 5.2 of this
Agreement shall survive the termination or expiration of this
Agreement for a period of five (5) years.
5.3 It is expressly agreed that neither party transfers to the other party
by operation of this Agreement any patent right, copyright or other proprietary
right either party owns as of the commencement date of this Agreement. Vivus and
Innovex agree that [*].
6.0 INDEMNIFICATION
6.1 Vivus shall indemnify, defend and hold harmless Innovex, its Affiliates
and its and their respective directors, officers, employees and agents (each, an
"Innovex Indemnitees") against all losses, claims, actions, damages,
liabilities, costs and expenses (including reasonable attorneys' fees and court
costs) (collectively, "Losses") [*]. Notwithstanding the foregoing, Vivus shall
not be required to indemnify Innovex for any Losses to the extent they arise
from the negligence or willful misconduct of Innovex.
6.2 Innovex shall indemnify, defend and hold harmless, Vivus, its
Affiliates and its and their respective directors, officers, employees and
agents against Losses [*]. Notwithstanding the
[*] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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foregoing, Innovex shall not be required to indemnify Vivus for
any losses to the extent they arise from the negligence or
willful misconduct of Vivus.
6.3 The party seeking indemnification hereunder (the "Indemnified
Party") shall: (a) give the party obligated to indemnify (the
"Indemnifying Party") prompt notice of any such claim or lawsuit
(including a copy thereof) served upon Indemnified Party; and
(b) cooperate fully with Indemnifying Party and its legal
representatives in the investigation of any matter the subject
of indemnification; and (c) shall not unreasonably withhold its
approval of the settlement of any claim, liability or action by
Indemnifying Party covered by this Indemnification provision;
provided however, that Indemnified Party's failure to comply
with its obligations under this provision shall not constitute a
breach of this Agreement nor relieve Indemnifying Party of its
indemnification obligations hereunder, except to the extent, if
any, that Indemnifying Party's defense of the affected claim,
action or proceeding was actually and materially impaired
thereby.
6.4 Neither Vivus nor Innovex, nor their respective Affiliates,
directors, officers, employees or agents shall be liable to the
other for any special, incidental, indirect or consequential
damages, including, but not limited to the loss of opportunity,
use, revenue or profit, in connection with this Agreement or the
Services performed hereunder, even if such damages shall have
been foreseeable; provided, however, this provision in no way
relieves or affects the indemnification obligations of either
Vivus or Innovex with respect to claims brought by third
parties.
6.5 Innovex shall not be liable to Vivus for claims or losses [*].
6.6 The obligations of Innovex and Vivus under Section 6 shall
survive the termination of the Agreement.
7.0 INSURANCE
Innovex and Vivus shall [*]. Neither party shall do or omit to do any act,
matter or thing which could prejudice or render voidable any such
insurance. Innovex and Vivus shall, upon request by the other, provide a
certification evidencing the insurance or any renewal. Each party shall
notify the other party of any cancellation of or material change in any
such insurance arrangements, if possible, prior to cancellation or material
change, but in any event, as soon as possible.
8.0 IMPROPER ACTIVITIES
If either party shall in its reasonable judgment determine that any of the
personnel, employees or subcontractors performing obligations pursuant to
this Agreement are being used for purposes or are involved in any activity
including but not limited to conduct which is unethical, illegal, immoral
[*] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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or which may harm the other party's standing or reputation, then that party
shall give notice to the other specifying the purpose or activity of the
complaint and requiring that the other cease such activity. The offending
party shall use its best efforts to cease such activity immediately after
having received notice and in every instance such cessation shall take
place within seven days after having received notice. Cessation of the
activity and/or termination of the offending personnel, employee or
subcontractor will generally be a reasonable response to such a complaint.
9.0 TERM & TERMINATION
9.1 The initial term of this Agreement will begin on the date first
above written and continue until [*]. Vivus will have the option
to extend the term of the Agreement for up to [*] upon the terms
set forth herein by giving Innovex written notice of Vivus's
exercise of the option to extend, no later than [*].
9.2 Either party may terminate this Agreement by written notice at
any time if the other party defaults in the performance of its
material obligations under this Agreement. In the event of such
default, the party declaring the default shall provide the
defaulting party with written notice setting forth the nature of
the default, and the defaulting party shall have [*] to cure the
default. If the defaulting party fails to cure the default
within the foregoing time periods, the other party may terminate
this Agreement by written notice to the defaulting party, which
notice shall be effective upon receipt.
9.3 Vivus may terminate this Agreement [*].
9.4 Either party may terminate this Agreement by written notice to
the other party, effective upon receipt with no right to cure
the default, if the other party files a petition for bankruptcy,
reorganization or arrangement under any state statute, or makes
an assignment for the benefit of creditors or takes advantage of
any insolvency statute or similar statute, or if a receiver or
trustee is appointed for the property and assets of the party
and the receivership proceedings are not dismissed within sixty
(60) days of such appointment.
9.5 Termination of the Agreement for whatever reason shall not
affect the accrued rights of either Innovex or Vivus arising
under or out of this Agreement and all provisions which
expressly or by implication survive this Agreement shall remain
in full force and effect.
10.0 FORCE MAJEURE
Innovex and Vivus shall be excused for the period of any delay in the
performance of any obligations under this Agreement when prevented from
performing such obligations by cause or causes beyond their reasonable
control, including, without limitation, strike, lockout or other labor
[*] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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disturbance (other than a strike, lockout or other labor disturbance
involving Innovex Personnel), flood, riot, insurrection, civil commotion,
fire, accident, act of war (whether war is declared or not), embargo, delay
of carrier, inability to obtain material, failure of power or natural
source of supply, act, injunction, or restraint of government, act of God
or any other casualty. The party affected thereby shall give the other
party prompt written notice specifying the extent to which its performance
will likely be affected. The party affected shall exert reasonable efforts
to eliminate, cure or overcome any such cause and resume performance as
soon as practicable.
11.0 RETURN OF MATERIALS
Innovex shall within sixty (60) days of termination or expiration of this
Agreement, at the request of Vivus, destroy or return all materials
belonging to Vivus, including the materials discussed in Section 5.3, other
than those which Innovex has a legal obligation to keep.
12.0 NOTICES
All notices under this Agreement shall be in writing and shall be deemed
duly given when received, if personally delivered or sent by facsimile
transmission, or one business day after the date mailed by overnight
courier, and addressed to the parties at the following addresses:
If to Vivus send to:
Vivus, Inc.
000 Xxxx Xxxxxxxxx
Xxxxxxxx Xxxx, XX 00000
Attention:Xxxxxx Xxxxxxxx, Vice President, Marketing
Phone: (000) 000-0000
Fax: (000) 000-0000
with a copy in the case of disputes or legal matters to:
Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
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If to Innovex send to:
Innovex, Inc.
00 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx, President
Phone: (000) 000-0000
Fax: (000) 000-0000
with a copy in the case of disputes or legal matters to:
L. Xxxxxxx Xxxxxx
General Counsel
Innovex Inc.
00000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
or to such other destination as either party may hereafter notify the
other party in accordance with this section.
13.0 ASSIGNMENT
Neither party may assign this Agreement without the prior written consent
of the other party, except that either party may assign this Agreement
without consent to a successor in interest to substantially all of the
business of that party to which the subject matter of this Agreement
relates.
14.0 WARRANTIES & REPRESENTATIONS
14.1 Each party warrants and represents to the other that it has the
full right and authority to enter into this Agreement and that
it is not aware of any impediment that would inhibit its ability
to perform its obligations under this Agreement.
14.2 Innovex and Vivus agree to undertake all of their respective
obligations under this Agreement in conformance with generally
accepted business standards, and in material conformance with
all applicable local, state and federal laws and regulations, as
amended, including employment laws, tax laws, and the Federal
Equal Employment Opportunity Act, the Fair Labor Standards Act,
the Food Drug and Cosmetics Act and the Prescription Drug
Marketing Act.
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14.3 Vivus warrants and represents that it has no knowledge of the
existence of any U.S. patent owned or controlled by anyone other
than Vivus or an Affiliate which covers the Product and would
prevent Vivus from making, using, or selling the Product or
would prevent Vivus or Innovex from promoting or detailing the
Product.
14.4 Vivus acknowledges that Innovex will require documents, data,
records, resources, direction and cooperation by Vivus in order
to properly perform the Services. Innovex is not responsible for
errors, delays, or other consequences to the extent such errors,
delays, or other consequences arise solely from the failure of
Vivus to provide such documents, data, records, resources,
direction or cooperation.
14.5 Innovex acknowledges its responsibility to and will (i) maintain
all necessary personnel and payroll records for Innovex
Personnel; (ii) compute wages and withhold applicable Federal,
State, and local taxes and Federal FICA payments for Innovex
Personnel; (iii) remit employee withholdings to the proper
governmental authorities and make employer contributions for
Federal FICA and Federal and State unemployment insurance
payments for Innovex Personnel; (iv) pay net wages and fringe
benefits, if any, directly to Innovex Personnel; and (v) provide
for liability and Workers' Compensation insurance coverage for
Innovex Personnel.
15.0 ADVERSE DRUG EXPERIENCE OR PRODUCT COMPLAINTS
If Innovex Personnel become aware of any adverse drug experience reports or
product complaints involving the use of any Vivus product, whether or not
related to the Product under this Agreement, they shall immediately inform
Vivus in accordance with Vivus procedures. When Vivus communicates
information concerning adverse drug experience reports to its own sales
force, such information shall be communicated to Innovex and Innovex
Personnel, in a manner consistent with the Vivus SOPs.
16.0 ARBITRATION
Resolution of disputes concerning any aspect of the Services or the
Agreement, excluding termination, shall be accomplished by good faith
negotiations between Vivus and Innovex, within thirty (30) days of notice.
If necessary, thereafter, resolution of such disputes shall be
accomplished, at written request of either party to the other party, by
binding arbitration, which shall not interfere with the timely rendering of
the Services. Arbitration will be pursuant to the Rules of Conciliation and
Arbitration of the American Arbitration Association, using a three-person
panel of arbitrators, one (1) to be designated by Vivus, one (1) by
Innovex, and a third to be agreed upon by the other two (2) arbitrators. If
the two party-appointed arbitrators are unable to agree on a third
arbitrator within thirty (30) days after the second arbitrator is
appointed, the third arbitrator shall be selected by the American
Arbitration Association.
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[*]
18.0 TERMINATION OF PREVIOUS CONTRACT
Innovex and Vivus hereby mutually agree and acknowledge that the Sales
Force Services Agreement between the parties, dated October 31, 1997, shall
be deemed terminated as of January 31, 1998.
19.0 GENERAL PROVISIONS
19.1 This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without giving effect to
the principles of conflict of laws.
19.2 Neither party's waiver of the other's breach of any term,
covenant or condition contained in this Agreement shall be
deemed to be a waiver of any subsequent breach of the same or
any other term, covenant or condition in this Agreement.
19.3 If any part or parts of this Agreement are held to be invalid,
the remaining parts of the Agreement will continue to be valid
and enforceable.
19.4 The headings of this Agreement are used only as a matter of
convenience, and in no way define, limit, construe or describe
the scope or intent of any section of this Agreement.
19.5 The entire contents of Attachment A and all the Schedules
attached hereto shall be incorporated herein by this reference,
as if fully set forth in this Agreement.
19.6 Except for the Sales Force Services Agreement between the
parties dated October 31, 1997, this Agreement, and the
materials incorporated herein by reference, constitute the
entire agreement of the parties and supersedes all prior
contracts, agreements and understandings relating to the same
subject matter between the parties. The parties intend this
Agreement to be a complete statement of the terms of their
agreement, and no change or modification of any of the
provisions of this Agreement shall be effective unless it is in
writing and signed by a duly authorized representative of the
party against which it is to be enforced.
19.7 This Agreement may be executed in several counterparts, each of
which shall be deemed an original but all of which shall
constitute one and the same instrument.
[*] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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IN WITNESS WHEREOF, Innovex and Vivus have executed this Agreement,
effective as of the date first above written.
INNOVEX INC.
By: /s/ XXXX XXXXX Date: 3/16/98
-------------------------------
Xxxx Xxxxx
President, General Manager
VIVUS, INC.
By: /s/ XXXXXX X. XXXXXXXX Date: 3/13/98
-------------------------------
Xxxxxx X. Xxxxxxxx
Vice President, Marketing and Sales
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SCHEDULE I
INNOVEX RESPONSIBILITIES & OBLIGATIONS
VIVUS SALES PROJECT
1. Innovex will provide Innovex Personnel according to the following schedule
which is subject to any adjustments mutually agreed upon between the parties:
- [*] Territory Representatives, as follows:
- [*] employed on [*].
- [*].
- [*] District Managers [*].
- [*] Associate Project Manager, [*].
- [*] Project Manager, [*].
The parties may agree in writing to increase or decrease the number of
Territory Representatives and District Managers on the same terms and conditions
herein.
2. [*]
3. Innovex will be responsible for the following:
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
4. [*]
[*] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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SCHEDULE II
VIVUS RESPONSIBILITIES & OBLIGATIONS
VIVUS SALES PROJECT
1. Vivus will be responsible [*]
2. Vivus will provide [*]. Vivus will be responsible [*].
3. Vivus shall use all reasonable endeavors to ensure that [*].
4. [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
[*] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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SCHEDULE III
MUTUAL OBLIGATIONS
VIVUS SALES PROJECT
1. Vivus retains Innovex as an independent contractor for the sole purpose of
providing the sales force services on the terms and conditions of this
Agreement, including the responsibilities and obligations set forth in
Schedules I and III (the "Services"). Vivus and Innovex are not partners,
not co-employers, and not agents of one another, and neither company has
the power to exercise control over the activities of the other company's
employees.
2. [*]
a. [*]
b. [*]
c. [*]
d. [*]
e. [*]
3. Innovex and Vivus [*]
4. Innovex and Vivus will agree [*]
5. As a general rule, [*]
6. Computer Hardware and Software.
a. [*]
b. [*]
c. [*]
7. Transfer of Innovex Personnel.
a. [*]
b. [*]
[*] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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c. [*]
[*] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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SCHEDULE IV
ROLE DEFINITIONS
VIVUS SALES PROJECT
1. Territory Representative
RESPONSIBILITIES AND DUTIES:
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
SKILLS:
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
2. District Manager
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
[*] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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- [*]
- [*]
- [*]
- [*]
3. Project Manager
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
4. Associate Project Manager
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
- [*]
[*] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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SCHEDULE V
FEES
VIVUS SALES PROJECT
1. Fees. Vivus shall pay to Innovex the following Fees in connection with the
Services from [*].
a. [*]
- [*]
- [*]
- [*]
[*]
[*]
b. [*]
c. [*]
[*]
d. [*]
2. [*]
3. [*]
4. [*]
5. [*]
6. [*]
[*] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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ATTACHMENT A
INNOVEX SALES FORCE EXPENSE ALLOCATION
FEBRUARY 1, 1998
PROJECT # 8165
INNOVEX BILLABLE VIVUS
CATEGORY DIRECT (PASSTHROUGH) DIRECT
-------- ------ ------------- ------
Auto Costs: monthly allowance, mileage, parking and tolls [*] [*] [*]
Back office, infrastructure [*] [*] [*]
Call Reporting and Sample Accountability System [*] [*] [*]
Drug Screens [*] [*] [*]
Equipment for Innovex Personnel: Computer (hardware/software);
detail bags, business cards [*] [*] [*]
Field Supplies: postage, stationery, phone charges [*] [*] [*]
Forms, reports specially requested by Vivus [*] [*] [*]
Insurance: employment, workers comp., E&O, CGL [*] [*] [*]
Medical and other benefits [*] [*] [*]
Meetings:
1) initial training
2) Vivus national, regional & district; product launches [*] [*] [*]
Payroll Taxes [*] [*] [*]
Promotional literature and aids, including distribution [*] [*] [*]
Promotional marketing expenses (the cost of which has been
preapproved by Vivus in writing) [*] [*] [*]
Recruiting (database screening, ad placement): re-recruiting [*] [*] [*]
Salaries and Variable Incentive Compensation [*] [*] [*]
Sales data, territory alignment, mapping and optimization [*] [*] [*]
Samples, including distribution to Reps [*] [*] [*]
Severance [*] [*] [*]
Travel Expenses (air, hotel & meals) [*] [*] [*]
* Interviewee, final interview expenses
* Training
* Project Manager, APM, DM, NSD, Reps
[*] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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