LIST OF SCHEDULES AND EXHIBITS. [Note: This list is to be revised in accordance with the actual Schedules and Exhibits used for each client agreement.] Schedules: Schedule A Description of Products Schedule B Summary of Fees Schedule C Additional Definitions Schedule D Example of Price Adjustment Calculation Schedule E Copy of Executed Confidentiality Agreement Exhibits: Exhibit A Continuing Guaranty and Indemnification Agreement Exhibit B Customer Services Exhibit C Warehousing and Inventory Program Services Exhibit D Distribution Services Exhibit E Warehousing and Distribution of Sample Products Exhibit F Marketing Materials Fulfillment Services Exhibit G Contract Administration and Chargeback Processing Exhibit H Accounts Receivable Management and Cash Applications Exhibit I Financial Management Services Exhibit J IT Services SCHEDULE A DESCRIPTION OF PRODUCTS Description NDC Number Corlux TBD Samples Free Goods SCHEDULE B SUMMARY OF FEES Fee Amount Description 3PL Services Development and Implementation [***] • Hiring and training of staff • ERP system set up • Project management time for implementation • Data interface design and testing **Should data file transfer custom development be required, additional fees will apply at the per hour rate • Corcept-specific telecommunications set up • Creation of a Corcept-specific DataMart and RealTime Web Portal • 852/867 Service Support set up • If a website is developed for ordering marketing materials, there will be an additional one-time fee of $10,000 Stand-Ready Fee [***]month Monthly fee assessed if Program Launch Date is delayed. Monthly Management Fee Customer Service [***] • Address customer inquiries as Corcept Warehouse & Distribution • Manage Customer Relationship Returns Management [***] • Account Set Up Finance [***] • License Verification Information Technology & Reporting Chargeback Management Sample Management Marketing Material Management [***] • Order Processing • Sample Order Processing • Marketing Material Order Processing • Returns • Product Inquiries • Inventory pick, pack and ship from ICS distribution center • Corcept-Branded Packing Slips • Daily Cycle Counts • One Physical Inventory Count per annum • Inventory Management • Invoicing as Corcept • Establish Credit Limits • Process Returns • Call Triage • Accounts Receivable Management • Collections [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Fee Amount Description • Debit memo processing • Reconciliation reporting • Chargeback processing and System Maintenance • Maintenance of Corcept specific DataMart and web reporting tool • Maintenance of Business Objects for web reporting • Future upgrades to ICS’ software • Includes two licenses to Business Objects reporting tool Customer Service Fees Order Processing Fee [***] [***] [***] Order is defined as a shipment to a unique address that leaves the distribution center, regardless of the number of cartons or packages that constitute that shipment and/or the number of inbound requests for said Order. Electronic orders are those that are imported into the system automatically without manual intervention from customer service. Customer Setup Fee [***] Assessed for every new account setup completed for an authorized Corcept customer. This includes license receipt and verification after initial launch setup. Account Maintenance/ License Updates [***] Fee to perform any type of account update or to update license on account. Drop Shipment Surcharge [***] Assessed in addition to Per Order fees outlined above, when drop shipments are requested. Drop Shipments are defined as shipments that are shipped directly to an end customer of the wholesaler, and invoiced directly to the wholesaler. Allocation Fee [***] Order allocations encompass any inbound orders to ICS that needs to have original conditions revised and/or altered (i.e. manual intervention) as opposed to allowing the order to automatically flow through the order process system. An example of an allocation would be a backorder situation. Rush Order [***] Orders that are received and processed between 3:00 p.m. and 5:00 p.m. ET, at the request of the Corcept. Emergency Order [***] Emergency shipments are defined as any order received outside of scheduled working hours (currently M-F 8:00 a.m. to 5:00 p.m. ET) requiring ICS staff to return to the ICS facility to process the order within the same day. International Order [***] Fee applied in addition to any order processing fees. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Fee Amount Description Warehouse & Distribution Fees Product Storage [***] Monthly fee for controlled temperature pallet storage. Order Processing Fees Ambient Trade Product [***] [***] [***] [***] [***] [***] Order is defined as a shipment to a unique address that leaves the distribution center, regardless of the number of cartons or packages that constitute that shipment and/or the number of inbound requests for said Order. Line is defined as each SKU or product line picked on the order. Unit is defined as each unit of measure picked on the order. Sample/Marketing Distribution Ambient [***] [***] [***] Order is defined as a shipment to a unique address that leaves the distribution center, regardless of the number of cartons or packages that constitute that shipment and/or the number of inbound requests for said Order. Line is defined as each SKU or product line picked on the order. Pick is defined as each unit of measure picked on the order. Receiving Fee [***] Fee assessed each pallet received into the warehouse. Shipping Fee [***] Fee assessed each pallet shipped from the warehouse. Bulk Shipments [***] Fee for LTL shipments; replaces smaller shipper fees below. Packing Supplies [***] Any packing materials that ICS must provide for the Corcept to ship Commercial and Non-Commercial Products. Freight [***] ICS will share AmerisourceBergen Corporation (ABC) discounted rates with Corcept with a xxxx-up of 10%. Finance Invoice Processing [***] Fee for sending invoice (electronic or paper) to customer, collection efforts and cash posting. Credit/Rebill Transactions [***] Any Corcept requested credit or rebill transactions keyed in the system. Credit Verification Reports – Dun & Bradstreet [***] Any Corcept requested credit report. Dun & Bradstreet (D&B) typically tracks information for corporate customers. Credit Verification Reports – Experian [***] Any Corcept requested credit report. Experian typically tracks information for individual customers such as physicians. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Fee Amount Description Returns Management RGA Initiation [***] [***] RGA: Returned Goods Authorization. Fee for processing return request from customer and sending the customer an RGA. Return Processing [***] Receipt of physical return at the distribution center. Fee includes itemizing contents of the return Partial Return Processing [***] Fee applied in addition to Return Processing fee for handling and counting partial containers. Returns Storage [***] Monthly fee for controlled room temperature pallet storage. Contract and Chargeback Management Chargeback Processing – Manual [***] Each SKU is considered a line. If customers cannot send information electronically, they will mail information for manual processing. ICS and Customer must have copies of contracts in order to process chargebacks without manual intervention. Chargeback Processing – Electronic [***] Each SKU is considered a line. Customers will typically send chargebacks electronically according to HDMA standards. Membership Additions [***] Fee to add members to an account. Contract Setup [***] Fee to add new contract to client account. Contract Updates [***] Fee assessed any time an account requires a change or update to an existing contract. Information Technology and Reporting 852/867: ABC, CAH, MCK [***] Maintenance and mapping of the 852 and 867 reporting. Custom Reports [***] Fee for reports created that are not part of the standard reports provided by ICS. Hourly report creation fees assessed for initial report creation but not thereafter for running the same report. Custom Development Services [***] Fee for customized processes developed at the request of Corcept. Hourly fees will be assessed and approved by Corcept before development work is to begin. Additional Fees Product Destruction [***] Destruction of product per Corcept request and instruction. FedEx/UPS/Postage Expenses [***] Freight expenses for shipments of documents or any other shipments related to daily operations on behalf of Corcept. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Fee Amount Description Pre-Approved Assessorial Labor Charge – Warehouse [***] This fee will be assessed for work that is completed outside the scope of the agreed upon services outlined in the Services Agreement. Corcept must provide prior approval before assessorial labor takes place. Pre-Approved Assessorial Labor Charge – Office Staff [***] This fee will be assessed for work that is completed outside the scope of the agreed upon services outlined in the Services Agreement. Corcept must provide prior approval before assessorial labor takes place. Pre-Approved Assessorial Labor Charge – QC, Management [***] This fee will be assessed for work that is completed outside the scope of the agreed upon services outlined in the Services Agreement. Corcept must provide prior approval before assessorial labor takes place. ICS Travel [***] This is for Corcept requested travel. Corcept must provide prior approval before travel takes place. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. SCHEDULE C ADDITIONAL DEFINITIONS
Appears in 2 contracts
Samples: Outsourcing Services Agreement, Commercial Outsourcing Services Agreement (Corcept Therapeutics Inc)
LIST OF SCHEDULES AND EXHIBITS. [Note: This list is to be revised in accordance with the actual Schedules and Exhibits used for each client agreement.] Schedules: Schedule A Shopping Centers Schedule I Solar Leases Schedule 2 Allocation of Purchase Price Schedule 3 List of Aboveground Storage Tanks or Underground Tanks at the Maple Grove Property Schedule 5.1 Deferred Rent Schedule 5.3 Real Estate Tax Prorations Schedule 5.4 Sellers’ Costs Schedule 5.5 Buyers’ Costs Schedule 5.6 Security Deposits Schedule 5.7 Leasing Incentives Schedule 6.3 Major Tenants Schedule 6.4 Permitted Leasing Activities Schedule 6.4(i) Applicable Escrow Amounts for Post-Closing Pending Leases Schedule 8.1 Due Diligence Material Schedule 9.1 Carve-Outs to Seller’s Representations and Warranties Exhibit A-1 Legal Description of Products Schedule B Summary Great Northern Property Exhibit A-2 Legal Description of Fees Schedule Maple Grove Property Exhibit A-3 Legal Description of Peach Street I Fee Property Exhibit A-4 Legal Description of Peach Street I Leasehold Property Exhibit A-5 Legal Description of Erie Property Exhibit A-6 Legal Description of Seabrook Property Exhibit A-7 Legal Description of Wrangleboro Property Exhibit B-1 Site Plan of Great Northern Property Exhibit X-0 Xxxx Xxxx xx Xxxxx Xxxxx Property Exhibit X-0 Xxxx Xxxx xx Xxxxx Xxxxxx I Property and Erie Property Exhibit B-4 Site Plan of Seabrook Property Exhibit X-0 Xxxx Xxxx xx Xxxxxxxxxxx Property Exhibit C Additional Definitions Schedule Leases, Cable Agreements and Temporary Occupancy and Ancillary Agreement (if any) Exhibit D Example Assignment of Price Adjustment Calculation Schedule Leases and Guaranties Exhibit E Copy Tenant Notice Letter Exhibit F Xxxx of Executed Confidentiality Sale and General Assignment Exhibit G Form of Tenant Estoppel Certificate Exhibit G-1 Intentionally Omitted Exhibit G-2 Form of Seller Estoppel Exhibit H Title Affidavit Exhibit I Seller’s Bring Down Certificate Exhibit J Ground Lease Assignment Exhibit K Solar Lease Assignment Exhibit L Indemnity Agreement Exhibits: Assignment Exhibit A Continuing Guaranty and Indemnification M Ground Lease Estoppel Exhibit N Wrangleboro Detention Pond Escrow Agreement Exhibit B Customer Services Exhibit C Warehousing and Inventory Program Services Exhibit D Distribution Services Exhibit E Warehousing and Distribution of Sample Products Exhibit F Marketing Materials Fulfillment Services Exhibit G Contract Administration and Chargeback Processing Exhibit H Accounts Receivable Management and Cash Applications Exhibit I Financial Management Services Exhibit J IT Services SCHEDULE A DESCRIPTION OF PRODUCTS Description NDC Number Corlux TBD Samples Free Goods SCHEDULE B SUMMARY OF FEES Fee Amount Description 3PL Services Development and Implementation [***] • Hiring and training of staff • ERP system set up • Project management time for implementation • Data interface design and testing **Should data file transfer custom development be required, additional fees will apply at the per hour rate • Corcept-specific telecommunications set up • Creation of a Corcept-specific DataMart and RealTime Web Portal • 852/867 Service Support set up • If a website is developed for ordering marketing materials, there will be an additional one-time fee of $10,000 Stand-Ready Fee [***]month Monthly fee assessed if Program Launch Date is delayed. Monthly Management Fee Customer Service [***] • Address customer inquiries as Corcept Warehouse & Distribution • Manage Customer Relationship Returns Management [***] • Account Set Up Finance [***] • License Verification Information Technology & Reporting Chargeback Management Sample Management Marketing Material Management [***] • Order Processing • Sample Order Processing • Marketing Material Order Processing • Returns • Product Inquiries • Inventory pick, pack and ship from ICS distribution center • Corcept-Branded Packing Slips • Daily Cycle Counts • One Physical Inventory Count per annum • Inventory Management • Invoicing as Corcept • Establish Credit Limits • Process Returns • Call Triage • Accounts Receivable Management • Collections [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Fee Amount Description • Debit memo processing • Reconciliation reporting • Chargeback processing and System Maintenance • Maintenance of Corcept specific DataMart and web reporting tool • Maintenance of Business Objects for web reporting • Future upgrades to ICS’ software • Includes two licenses to Business Objects reporting tool Customer Service Fees Order Processing Fee [***] [***] [***] Order is defined as a shipment to a unique address that leaves the distribution center, regardless of the number of cartons or packages that constitute that shipment and/or the number of inbound requests for said Order. Electronic orders are those that are imported into the system automatically without manual intervention from customer service. Customer Setup Fee [***] Assessed for every new account setup completed for an authorized Corcept customer. This includes license receipt and verification after initial launch setup. Account Maintenance/ License Updates [***] Fee to perform any type of account update or to update license on account. Drop Shipment Surcharge [***] Assessed in addition to Per Order fees outlined above, when drop shipments are requested. Drop Shipments are defined as shipments that are shipped directly to an end customer of the wholesaler, and invoiced directly to the wholesaler. Allocation Fee [***] Order allocations encompass any inbound orders to ICS that needs to have original conditions revised and/or altered (i.e. manual intervention) as opposed to allowing the order to automatically flow through the order process system. An example of an allocation would be a backorder situation. Rush Order [***] Orders that are received and processed between 3:00 p.m. and 5:00 p.m. ET, at the request of the Corcept. Emergency Order [***] Emergency shipments are defined as any order received outside of scheduled working hours (currently M-F 8:00 a.m. to 5:00 p.m. ET) requiring ICS staff to return to the ICS facility to process the order within the same day. International Order [***] Fee applied in addition to any order processing fees. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Fee Amount Description Warehouse & Distribution Fees Product Storage [***] Monthly fee for controlled temperature pallet storage. Order Processing Fees Ambient Trade Product [***] [***] [***] [***] [***] [***] Order is defined as a shipment to a unique address that leaves the distribution center, regardless of the number of cartons or packages that constitute that shipment and/or the number of inbound requests for said Order. Line is defined as each SKU or product line picked on the order. Unit is defined as each unit of measure picked on the order. Sample/Marketing Distribution Ambient [***] [***] [***] Order is defined as a shipment to a unique address that leaves the distribution center, regardless of the number of cartons or packages that constitute that shipment and/or the number of inbound requests for said Order. Line is defined as each SKU or product line picked on the order. Pick is defined as each unit of measure picked on the order. Receiving Fee [***] Fee assessed each pallet received into the warehouse. Shipping Fee [***] Fee assessed each pallet shipped from the warehouse. Bulk Shipments [***] Fee for LTL shipments; replaces smaller shipper fees below. Packing Supplies [***] Any packing materials that ICS must provide for the Corcept to ship Commercial and Non-Commercial Products. Freight [***] ICS will share AmerisourceBergen Corporation (ABC) discounted rates with Corcept with a xxxx-up of 10%. Finance Invoice Processing [***] Fee for sending invoice (electronic or paper) to customer, collection efforts and cash posting. Credit/Rebill Transactions [***] Any Corcept requested credit or rebill transactions keyed in the system. Credit Verification Reports – Dun & Bradstreet [***] Any Corcept requested credit report. Dun & Bradstreet (D&B) typically tracks information for corporate customers. Credit Verification Reports – Experian [***] Any Corcept requested credit report. Experian typically tracks information for individual customers such as physicians. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Fee Amount Description Returns Management RGA Initiation [***] [***] RGA: Returned Goods Authorization. Fee for processing return request from customer and sending the customer an RGA. Return Processing [***] Receipt of physical return at the distribution center. Fee includes itemizing contents of the return Partial Return Processing [***] Fee applied in addition to Return Processing fee for handling and counting partial containers. Returns Storage [***] Monthly fee for controlled room temperature pallet storage. Contract and Chargeback Management Chargeback Processing – Manual [***] Each SKU is considered a line. If customers cannot send information electronically, they will mail information for manual processing. ICS and Customer must have copies of contracts in order to process chargebacks without manual intervention. Chargeback Processing – Electronic [***] Each SKU is considered a line. Customers will typically send chargebacks electronically according to HDMA standards. Membership Additions [***] Fee to add members to an account. Contract Setup [***] Fee to add new contract to client account. Contract Updates [***] Fee assessed any time an account requires a change or update to an existing contract. Information Technology and Reporting 852/867: ABC, CAH, MCK [***] Maintenance and mapping of the 852 and 867 reporting. Custom Reports [***] Fee for reports created that are not part of the standard reports provided by ICS. Hourly report creation fees assessed for initial report creation but not thereafter for running the same report. Custom Development Services [***] Fee for customized processes developed at the request of Corcept. Hourly fees will be assessed and approved by Corcept before development work is to begin. Additional Fees Product Destruction [***] Destruction of product per Corcept request and instruction. FedEx/UPS/Postage Expenses [***] Freight expenses for shipments of documents or any other shipments related to daily operations on behalf of Corcept. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Fee Amount Description Pre-Approved Assessorial Labor Charge – Warehouse [***] This fee will be assessed for work that is completed outside the scope of the agreed upon services outlined in the Services O Pending Leases Holdback Escrow Agreement. Corcept must provide prior approval before assessorial labor takes place. Pre-Approved Assessorial Labor Charge – Office Staff [***] This fee will be assessed for work that is completed outside the scope of the agreed upon services outlined in the Services Agreement. Corcept must provide prior approval before assessorial labor takes place. Pre-Approved Assessorial Labor Charge – QC, Management [***] This fee will be assessed for work that is completed outside the scope of the agreed upon services outlined in the Services Agreement. Corcept must provide prior approval before assessorial labor takes place. ICS Travel [***] This is for Corcept requested travel. Corcept must provide prior approval before travel takes place. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. SCHEDULE C ADDITIONAL DEFINITIONS
Appears in 1 contract
Samples: And Restated Purchase Agreement (Retail Value Inc.)
LIST OF SCHEDULES AND EXHIBITS. [Note: This list is to be revised in accordance with the actual Schedules SCHEDULES SCHEDULE I Conditions Precedent Documents SCHEDULE II Prior Names, Tradenames, Fictitious Names and Exhibits used “Doing Business As” Names SCHEDULE III Eligibility Criteria SCHEDULE IV Loan Asset Schedule SCHEDULE V Advance Date Assigned Values SCHEDULE VI Industry Categories EXHIBITS EXHIBIT A Form of Notice of Permitted Securitization EXHIBIT B Risk and Collection Policies EXHIBIT C Form of Borrowing Base Certificate EXHIBIT D Form of Disbursement Request EXHIBIT E Form of Joinder Supplement EXHIBIT F Form of Notice of Borrowing EXHIBIT G Form of Notice of Reduction (Reduction of Advances Outstanding) EXHIBIT H Form of Revolving Note EXHIBIT I Form of Notice of Loan Asset Dividend EXHIBIT J Form of Certificate of Closing Attorneys EXHIBIT K Form of Servicing Report EXHIBIT L Form of Servicer’s Certificate (Servicing Report) EXHIBIT M Form of Release of Required Loan Documents EXHIBIT N Form of Transferee Letter EXHIBIT O Form of Power of Attorney for each client agreement.] Schedules: Schedule Servicer EXHIBIT P Form of Power of Attorney for Borrower EXHIBIT Q Form of Servicer’s Certificate (Loan Asset Register) EXHIBIT R Form of Tax Certificate EXHIBIT S Form of Compliance Certificate (Required Asset Coverage Ratio) EXHIBIT T Form of Qualifying Agreement Among Lenders ANNEXES ANNEX A Description Commitments ANNEX B Borrowing Base Model ANNEX C Diversity Score Model ANNEX D WARR and XXXX Matrix Models ANNEX E WARR and XXXX Related Definitions ANNEX F Internal Valuation Protocol DMSLIBRARY01\30388519.v8 LOAN AND SERVICING AGREEMENT, dated as of Products Schedule B Summary of Fees Schedule C Additional Definitions Schedule D Example of Price Adjustment Calculation Schedule E Copy of Executed Confidentiality Agreement Exhibits: Exhibit A Continuing Guaranty May 24, 2013, by and Indemnification Agreement Exhibit B Customer Services Exhibit C Warehousing and Inventory Program Services Exhibit D Distribution Services Exhibit E Warehousing and Distribution of Sample Products Exhibit F Marketing Materials Fulfillment Services Exhibit G Contract Administration and Chargeback Processing Exhibit H Accounts Receivable Management and Cash Applications Exhibit I Financial Management Services Exhibit J IT Services SCHEDULE A DESCRIPTION OF PRODUCTS Description NDC Number Corlux TBD Samples Free Goods SCHEDULE B SUMMARY OF FEES Fee Amount Description 3PL Services Development and Implementation [***] • Hiring and training of staff • ERP system set up • Project management time for implementation • Data interface design and testing **Should data file transfer custom development be required, additional fees will apply at the per hour rate • Corcept-specific telecommunications set up • Creation of a Corcept-specific DataMart and RealTime Web Portal • 852/867 Service Support set up • If a website is developed for ordering marketing materials, there will be an additional one-time fee of $10,000 Stand-Ready Fee [***]month Monthly fee assessed if Program Launch Date is delayed. Monthly Management Fee Customer Service [***] • Address customer inquiries as Corcept Warehouse & Distribution • Manage Customer Relationship Returns Management [***] • Account Set Up Finance [***] • License Verification Information Technology & Reporting Chargeback Management Sample Management Marketing Material Management [***] • Order Processing • Sample Order Processing • Marketing Material Order Processing • Returns • Product Inquiries • Inventory pick, pack and ship from ICS distribution center • Corcept-Branded Packing Slips • Daily Cycle Counts • One Physical Inventory Count per annum • Inventory Management • Invoicing as Corcept • Establish Credit Limits • Process Returns • Call Triage • Accounts Receivable Management • Collections [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Fee Amount Description • Debit memo processing • Reconciliation reporting • Chargeback processing and System Maintenance • Maintenance of Corcept specific DataMart and web reporting tool • Maintenance of Business Objects for web reporting • Future upgrades to ICS’ software • Includes two licenses to Business Objects reporting tool Customer Service Fees Order Processing Fee [***] [***] [***] Order is defined as a shipment to a unique address that leaves the distribution center, regardless of the number of cartons or packages that constitute that shipment and/or the number of inbound requests for said Order. Electronic orders are those that are imported into the system automatically without manual intervention from customer service. Customer Setup Fee [***] Assessed for every new account setup completed for an authorized Corcept customer. This includes license receipt and verification after initial launch setup. Account Maintenance/ License Updates [***] Fee to perform any type of account update or to update license on account. Drop Shipment Surcharge [***] Assessed in addition to Per Order fees outlined above, when drop shipments are requested. Drop Shipments are defined as shipments that are shipped directly to an end customer of the wholesaler, and invoiced directly to the wholesaler. Allocation Fee [***] Order allocations encompass any inbound orders to ICS that needs to have original conditions revised and/or altered (i.e. manual intervention) as opposed to allowing the order to automatically flow through the order process system. An example of an allocation would be a backorder situation. Rush Order [***] Orders that are received and processed between 3:00 p.m. and 5:00 p.m. ET, at the request of the Corcept. Emergency Order [***] Emergency shipments are defined as any order received outside of scheduled working hours (currently M-F 8:00 a.m. to 5:00 p.m. ET) requiring ICS staff to return to the ICS facility to process the order within the same day. International Order [***] Fee applied in addition to any order processing fees. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Fee Amount Description Warehouse & Distribution Fees Product Storage [***] Monthly fee for controlled temperature pallet storage. Order Processing Fees Ambient Trade Product [***] [***] [***] [***] [***] [***] Order is defined as a shipment to a unique address that leaves the distribution center, regardless of the number of cartons or packages that constitute that shipment and/or the number of inbound requests for said Order. Line is defined as each SKU or product line picked on the order. Unit is defined as each unit of measure picked on the order. Sample/Marketing Distribution Ambient [***] [***] [***] Order is defined as a shipment to a unique address that leaves the distribution center, regardless of the number of cartons or packages that constitute that shipment and/or the number of inbound requests for said Order. Line is defined as each SKU or product line picked on the order. Pick is defined as each unit of measure picked on the order. Receiving Fee [***] Fee assessed each pallet received into the warehouse. Shipping Fee [***] Fee assessed each pallet shipped from the warehouse. Bulk Shipments [***] Fee for LTL shipments; replaces smaller shipper fees below. Packing Supplies [***] Any packing materials that ICS must provide for the Corcept to ship Commercial and Non-Commercial Products. Freight [***] ICS will share AmerisourceBergen Corporation (ABC) discounted rates with Corcept with a xxxx-up of 10%. Finance Invoice Processing [***] Fee for sending invoice (electronic or paper) to customer, collection efforts and cash posting. Credit/Rebill Transactions [***] Any Corcept requested credit or rebill transactions keyed in the system. Credit Verification Reports – Dun & Bradstreet [***] Any Corcept requested credit report. Dun & Bradstreet (D&B) typically tracks information for corporate customers. Credit Verification Reports – Experian [***] Any Corcept requested credit report. Experian typically tracks information for individual customers such as physicians. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Fee Amount Description Returns Management RGA Initiation [***] [***] RGA: Returned Goods Authorization. Fee for processing return request from customer and sending the customer an RGA. Return Processing [***] Receipt of physical return at the distribution center. Fee includes itemizing contents of the return Partial Return Processing [***] Fee applied in addition to Return Processing fee for handling and counting partial containers. Returns Storage [***] Monthly fee for controlled room temperature pallet storage. Contract and Chargeback Management Chargeback Processing – Manual [***] Each SKU is considered a line. If customers cannot send information electronically, they will mail information for manual processing. ICS and Customer must have copies of contracts in order to process chargebacks without manual intervention. Chargeback Processing – Electronic [***] Each SKU is considered a line. Customers will typically send chargebacks electronically according to HDMA standards. Membership Additions [***] Fee to add members to an account. Contract Setup [***] Fee to add new contract to client account. Contract Updates [***] Fee assessed any time an account requires a change or update to an existing contract. Information Technology and Reporting 852/867: ABC, CAH, MCK [***] Maintenance and mapping of the 852 and 867 reporting. Custom Reports [***] Fee for reports created that are not part of the standard reports provided by ICS. Hourly report creation fees assessed for initial report creation but not thereafter for running the same report. Custom Development Services [***] Fee for customized processes developed at the request of Corcept. Hourly fees will be assessed and approved by Corcept before development work is to begin. Additional Fees Product Destruction [***] Destruction of product per Corcept request and instruction. FedEx/UPS/Postage Expenses [***] Freight expenses for shipments of documents or any other shipments related to daily operations on behalf of Corcept. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Fee Amount Description Pre-Approved Assessorial Labor Charge – Warehouse [***] This fee will be assessed for work that is completed outside the scope of the agreed upon services outlined in the Services Agreement. Corcept must provide prior approval before assessorial labor takes place. Pre-Approved Assessorial Labor Charge – Office Staff [***] This fee will be assessed for work that is completed outside the scope of the agreed upon services outlined in the Services Agreement. Corcept must provide prior approval before assessorial labor takes place. Pre-Approved Assessorial Labor Charge – QC, Management [***] This fee will be assessed for work that is completed outside the scope of the agreed upon services outlined in the Services Agreement. Corcept must provide prior approval before assessorial labor takes place. ICS Travel [***] This is for Corcept requested travel. Corcept must provide prior approval before travel takes place. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. SCHEDULE C ADDITIONAL DEFINITIONSamong:
Appears in 1 contract
LIST OF SCHEDULES AND EXHIBITS. [Note: This list is SCHEDULES --------- SCHEDULE I Condition Precedent Documents SCHEDULE II Credit and Collection Policy SCHEDULE III Preexisting Lockboxes and Preexisting Lockbox Accounts SCHEDULE IV Prior Names, Tradenames, Fictitious Names and "Doing Business As" Names SCHEDULE V Health Care Provider Lockboxes and Lockbox Accounts SCHEDULE VI Schedule of Bank One Lockbox Account Agreements Requiring Setoff Restrictions SCHEDULE VII Schedule of (Non-Bank One) Lockbox Account Agreements Requiring Setoff Restrictions SCHEDULE VIII Schedule of Lockbox Account Agreements Requiring Changes Regarding Control SCHEDULE IX Schedule of Lockbox Account Agreements Requiring Changes Regarding Transfer Instructions SCHEDULE X Schedule of Additional Lockbox Account Agreements to be revised in accordance with the actual Schedules and Exhibits used for each client agreement.Delivered SCHEDULE XI Schedule of NationsBank Lockbox Accounts EXHIBITS -------- EXHIBIT A Form of Borrowing Date/Spread Account Surplus Remittance Report EXHIBIT B Form of Commercial Paper Remittance Report EXHIBIT C Form of Monthly Remittance Report EXHIBIT D Form of Loan Agreement EXHIBIT E Form of Purchase Agreement EXHIBIT F "Limited Purpose" Provisions of Borrower's Certificate of Incorporation EXHIBIT G [Intentionally omitted] Schedules: Schedule A Description EXHIBIT H Forms of Products Schedule B Summary Opinions of Fees Schedule C Additional Definitions Schedule D Example of Price Adjustment Calculation Schedule E Copy of Executed Confidentiality Agreement Exhibits: Exhibit A Continuing Guaranty and Indemnification Agreement Exhibit B Customer Services Exhibit C Warehousing and Inventory Program Services Exhibit D Distribution Services Exhibit E Warehousing and Distribution of Sample Products Exhibit F Marketing Materials Fulfillment Services Exhibit G Contract Administration and Chargeback Processing Exhibit H Accounts Receivable Management and Cash Applications Exhibit I Financial Management Services Exhibit J IT Services SCHEDULE A DESCRIPTION OF PRODUCTS Description NDC Number Corlux TBD Samples Free Goods SCHEDULE B SUMMARY OF FEES Fee Amount Description 3PL Services Development and Implementation [***] • Hiring and training of staff • ERP system set up • Project management time for implementation • Data interface design and testing **Should data file transfer custom development be required, additional fees will apply at the per hour rate • Corcept-specific telecommunications set up • Creation of a Corcept-specific DataMart and RealTime Web Portal • 852/867 Service Support set up • If a website is developed for ordering marketing materials, there will be an additional one-time fee of $10,000 Stand-Ready Fee [***]month Monthly fee assessed if Program Launch Date is delayed. Monthly Management Fee Customer Service [***] • Address customer inquiries as Corcept Warehouse & Distribution • Manage Customer Relationship Returns Management [***] • Account Set Up Finance [***] • License Verification Information Technology & Reporting Chargeback Management Sample Management Marketing Material Management [***] • Order Processing • Sample Order Processing • Marketing Material Order Processing • Returns • Product Inquiries • Inventory pick, pack and ship from ICS distribution center • Corcept-Branded Packing Slips • Daily Cycle Counts • One Physical Inventory Count per annum • Inventory Management • Invoicing as Corcept • Establish Credit Limits • Process Returns • Call Triage • Accounts Receivable Management • Collections [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Fee Amount Description • Debit memo processing • Reconciliation reporting • Chargeback processing and System Maintenance • Maintenance of Corcept specific DataMart and web reporting tool • Maintenance of Business Objects for web reporting • Future upgrades to ICS’ software • Includes two licenses to Business Objects reporting tool Customer Service Fees Order Processing Fee [***] [***] [***] Order is defined as a shipment to a unique address that leaves the distribution center, regardless of the number of cartons or packages that constitute that shipment and/or the number of inbound requests for said Order. Electronic orders are those that are imported into the system automatically without manual intervention from customer service. Customer Setup Fee [***] Assessed for every new account setup completed for an authorized Corcept customer. This includes license receipt and verification after initial launch setup. Account Maintenance/ License Updates [***] Fee to perform any type of account update or to update license on account. Drop Shipment Surcharge [***] Assessed in addition to Per Order fees outlined above, when drop shipments are requested. Drop Shipments are defined as shipments that are shipped directly to an end customer of the wholesaler, and invoiced directly to the wholesaler. Allocation Fee [***] Order allocations encompass any inbound orders to ICS that needs to have original conditions revised and/or altered (i.e. manual intervention) as opposed to allowing the order to automatically flow through the order process system. An example of an allocation would be a backorder situation. Rush Order [***] Orders that are received and processed between 3:00 p.m. and 5:00 p.m. ET, at the request of the Corcept. Emergency Order [***] Emergency shipments are defined as any order received outside of scheduled working hours (currently M-F 8:00 a.m. to 5:00 p.m. ET) requiring ICS staff to return to the ICS facility to process the order within the same day. International Order [***] Fee applied in addition to any order processing fees. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Fee Amount Description Warehouse & Distribution Fees Product Storage [***] Monthly fee for controlled temperature pallet storage. Order Processing Fees Ambient Trade Product [***] [***] [***] [***] [***] [***] Order is defined as a shipment to a unique address that leaves the distribution center, regardless of the number of cartons or packages that constitute that shipment and/or the number of inbound requests for said Order. Line is defined as each SKU or product line picked on the order. Unit is defined as each unit of measure picked on the order. Sample/Marketing Distribution Ambient [***] [***] [***] Order is defined as a shipment to a unique address that leaves the distribution center, regardless of the number of cartons or packages that constitute that shipment and/or the number of inbound requests for said Order. Line is defined as each SKU or product line picked on the order. Pick is defined as each unit of measure picked on the order. Receiving Fee [***] Fee assessed each pallet received into the warehouse. Shipping Fee [***] Fee assessed each pallet shipped from the warehouse. Bulk Shipments [***] Fee for LTL shipments; replaces smaller shipper fees below. Packing Supplies [***] Any packing materials that ICS must provide Counsel for the Corcept Borrower EXHIBIT I Form of Notice to ship Commercial and Non-Commercial Products. Freight [***] ICS will share AmerisourceBergen Corporation Insurers EXHIBIT J Form of Assignment Agreement EXHIBIT K Form of Subordination Agreement EXHIBIT L Form of Note Transmittal Sheet THIS RECEIVABLES LOAN AND SECURITY AGREEMENT (ABCthe "Agreement") discounted rates with Corcept with a xxxx-up is made as --------- of 10%. Finance Invoice Processing [***] Fee for sending invoice (electronic or paper) to customerDecember 5, collection efforts and cash posting. Credit/Rebill Transactions [***] Any Corcept requested credit or rebill transactions keyed in the system. Credit Verification Reports – Dun & Bradstreet [***] Any Corcept requested credit report. Dun & Bradstreet (D&B) typically tracks information for corporate customers. Credit Verification Reports – Experian [***] Any Corcept requested credit report. Experian typically tracks information for individual customers such as physicians. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Fee Amount Description Returns Management RGA Initiation [***] [***] RGA: Returned Goods Authorization. Fee for processing return request from customer and sending the customer an RGA. Return Processing [***] Receipt of physical return at the distribution center. Fee includes itemizing contents of the return Partial Return Processing [***] Fee applied in addition to Return Processing fee for handling and counting partial containers. Returns Storage [***] Monthly fee for controlled room temperature pallet storage. Contract and Chargeback Management Chargeback Processing – Manual [***] Each SKU is considered a line. If customers cannot send information electronically1996, they will mail information for manual processing. ICS and Customer must have copies of contracts in order to process chargebacks without manual intervention. Chargeback Processing – Electronic [***] Each SKU is considered a line. Customers will typically send chargebacks electronically according to HDMA standards. Membership Additions [***] Fee to add members to an account. Contract Setup [***] Fee to add new contract to client account. Contract Updates [***] Fee assessed any time an account requires a change or update to an existing contract. Information Technology and Reporting 852/867: ABC, CAH, MCK [***] Maintenance and mapping of the 852 and 867 reporting. Custom Reports [***] Fee for reports created that are not part of the standard reports provided by ICS. Hourly report creation fees assessed for initial report creation but not thereafter for running the same report. Custom Development Services [***] Fee for customized processes developed at the request of Corcept. Hourly fees will be assessed and approved by Corcept before development work is to begin. Additional Fees Product Destruction [***] Destruction of product per Corcept request and instruction. FedEx/UPS/Postage Expenses [***] Freight expenses for shipments of documents or any other shipments related to daily operations on behalf of Corcept. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Fee Amount Description Pre-Approved Assessorial Labor Charge – Warehouse [***] This fee will be assessed for work that is completed outside the scope of the agreed upon services outlined in the Services Agreement. Corcept must provide prior approval before assessorial labor takes place. Pre-Approved Assessorial Labor Charge – Office Staff [***] This fee will be assessed for work that is completed outside the scope of the agreed upon services outlined in the Services Agreement. Corcept must provide prior approval before assessorial labor takes place. Pre-Approved Assessorial Labor Charge – QC, Management [***] This fee will be assessed for work that is completed outside the scope of the agreed upon services outlined in the Services Agreement. Corcept must provide prior approval before assessorial labor takes place. ICS Travel [***] This is for Corcept requested travel. Corcept must provide prior approval before travel takes place. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. SCHEDULE C ADDITIONAL DEFINITIONSamong:
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Healthcare Financial Partners Inc)
LIST OF SCHEDULES AND EXHIBITS. [Note: This list is to be revised in accordance with the actual Schedules and Exhibits used for each client agreement.] Schedules: Schedule A Description List of Existing Company Products Schedule B ICS Summary of Fees Schedule C Additional Definitions Schedule D Example of Price Adjustment Calculation Schedule D Confidentiality Provisions Schedule E Copy of Executed Confidentiality Agreement Business Assumptions Exhibits: Exhibit A Continuing Guaranty and Indemnification Agreement Exhibit B Customer Services Exhibit C Warehousing and Inventory Program Services Exhibit D Distribution Services Exhibit E Warehousing and Distribution of Sample Products Exhibit F Marketing Materials Fulfillment Services Exhibit G Contract Administration and Chargeback Processing Exhibit H Accounts Receivable Management and Cash Applications Exhibit I Financial Management Services Exhibit J IT Services CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SCHEDULE A DESCRIPTION LIST OF PRODUCTS Description Product Name Package Type NDC Number Corlux TBD Samples Free Goods Brand Name Avatrombopag 20mg 10ct 00000-000-00 Doptelet Avatrombopag 20mg 15ct 00000-000-00 Doptelet CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SCHEDULE B SUMMARY OF FEES Fee Amount Description 3PL Services Development and Implementation [***] • Hiring and training of staff • ERP system set up • Project management time for implementation • Data interface design and testing **Should data file transfer custom development be required, additional fees will apply at the per hour rate • Corcept-specific telecommunications set up • Creation of a Corcept-specific DataMart and RealTime Web Portal • 852/867 Service Support set up • If a website is developed for ordering marketing materials, there will be an additional one-time fee of $10,000 Stand-Ready Fee [***]month Monthly fee assessed if Program Launch Date is delayed. Monthly Management Fee Customer Service [***] • Address customer inquiries as Corcept Warehouse & Distribution • Manage Customer Relationship Returns Management [***] • Account Set Up Finance [***] • License Verification Information Technology & Reporting Chargeback Management Sample Management Marketing Material Management [***] • Order Processing • Sample Order Processing • Marketing Material Order Processing • Returns • Product Inquiries • Inventory pick, pack and ship from ICS distribution center • Corcept-Branded Packing Slips • Daily Cycle Counts • One Physical Inventory Count per annum • Inventory Management • Invoicing as Corcept • Establish Credit Limits • Process Returns • Call Triage • Accounts Receivable Management • Collections [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Fee Amount Description • Debit memo processing • Reconciliation reporting • Chargeback processing and System Maintenance • Maintenance of Corcept specific DataMart and web reporting tool • Maintenance of Business Objects for web reporting • Future upgrades to ICS’ software • Includes two licenses to Business Objects reporting tool Customer Service Fees Order Processing Fee [***] [***] [***] Order is defined as a shipment to a unique address that leaves the distribution centerCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SCHEDULE C EXAMPLE OF PRICE ADJUSTMENT CALCULATION Effective Date: January 1, regardless 2007 PPI for January 2007: 202.416 PPI for January 2008: 211.080 (published on or about January 15, 2008) Change in PPI: 8.664 Percentage change in PPI: 8.664/202.416 = 4.28% All Fees would be increased by 3% effective on February 1, 2008, because of the number of cartons or packages that constitute that shipment and/or the number of inbound requests for said Order3% cap. Electronic orders are those that are imported into the system automatically without manual intervention from customer serviceCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. Customer Setup Fee THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SCHEDULE D COPY OF EXECUTED CONFIDENTIALITY AGREEMENT [***] Assessed CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SCHEDULE E BUSINESS ASSUMPTIONS Title Model Will utilize Title Model for every new account setup completed a minimum of 12 months Services Full order-to-cash NDC’s Four, two trade and two samples Master Case 24 units trade and 24 units for an authorized Corcept customer. This includes license receipt and verification after initial launch setup. Account Maintenance/ License Updates samples Storage CRT 20-25°C Shipping Ambient Manner of Transportation Ground Minimum unit of measure Carton Minimum order Master case Year One Volume [***] Fee to perform any type of account update or to update license on account. Drop Shipment Surcharge Year Two Volume [***] Assessed in addition to Per Order fees outlined above, when drop shipments are requested. Drop Shipments are defined as shipments that are shipped directly to an end customer of the wholesaler, and invoiced directly to the wholesaler. Allocation Fee Year Three Volume [***] Order allocations encompass any inbound orders to ICS that needs to have original conditions revised and/or altered (i.e. manual intervention) as opposed to allowing the order to automatically flow through the order process system. An example of an allocation would be a backorder situation. Rush Order [***] Orders that are received and processed between 3:00 p.m. and 5:00 p.m. ET, at the request of the Corcept. Emergency Order [***] Emergency shipments are defined as any order received outside of scheduled working hours (currently M-F 8:00 a.m. to 5:00 p.m. ET) requiring ICS staff to return to the ICS facility to process the order within the same day. International Order [***] Fee applied in addition to any order processing fees. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Fee Amount Description Warehouse & Distribution Fees Product Annual Pallet Storage [***] Monthly fee Customer Base Specialty Distribution and Specialty Pharmacy CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT A CONTINUING GUARANTY CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONTINUING GUARANTY AND INDEMNIFICATION AGREEMENT The undersigned guarantees to AmerisourceBergen Corporation and each of its subsidiary companies and their successors that (i) any food, drugs, devices, cosmetics, or other merchandise (“Products”) now or hereafter shipped or delivered by or on behalf of the undersigned and its affiliates (“Guarantors”) to or on the order of AmerisourceBergen Corporation or any of its subsidiaries will not be, at the time of such shipment or delivery, adulterated, misbranded, or otherwise prohibited under applicable federal, state and local laws, including applicable provisions of the Federal Food, Drug and Cosmetic Act, 21 U.S.C. §301 et seq. (“FDCA”), and Sections 351 and 361 of the Federal Public Health Service Act, 42 U.S.C. §§ 262 and 264, and their implementing regulations (“Applicable Laws”), each as amended and in effect at the time of shipment or delivery of such Products; (ii) Products are not, at the time of such shipment or delivery, merchandise that may not otherwise be introduced or delivered for controlled temperature pallet storageintroduction into interstate commerce under Applicable Laws, including FDCA section 301 (21 U.S.C. §331); and (iii) Products are merchandise that may be legally transported or sold under the provisions of any other applicable federal, state or local law. Order Processing Fees Ambient Trade Product Guarantors guarantee further that, in the case of food shipments, only those chemicals or sprays approved by federal, state or local authorities have been used, and any residue in excess of the amount allowed by any such authorities has been removed from Products. Guarantors shall promptly defend, indemnify and hold AmerisourceBergen Corporation and each of its subsidiaries harmless against any and all claims, losses, damages, costs, liabilities and expenses, including attorneys’ fees and expenses, arising as a result of (a) any actual or asserted violation of Applicable Laws or by virtue of which Products made, sold, supplied, or delivered by or on behalf of Guarantors may be alleged or determined to be adulterated, misbranded or otherwise not in full compliance with or in contravention of Applicable Laws, (b) the possession, distribution, sale and/or use of, or by reason of the seizure of, any Products of Guarantors, including any prosecution or action whatsoever by any governmental body or agency or by any private party, including claims of bodily injury, death or property damage, (c) any actual or asserted claim that Guarantors’ Products infringe any proprietary or intellectual property rights of any person, including infringement of any trademarks or service names, trade names, trade secrets, inventions, patents or violation of any copyright laws or any other applicable federal, state or local laws, and (d) any actual or asserted claim of negligence, willful misconduct or breach of contract, and in all cases of (a) through (d), above, except to the extent arising from the negligence, willful misconduct or breach of contract of AmerisourceBergen or its affiliates. Guarantors shall maintain primary, noncontributory product liability insurance of not less than $5,000,000 per occurrence for claims relating to Products. This insurance must include AmerisourceBergen Corporation, its subsidiaries and their successors as additional insureds for claims arising out of Products. Guarantor shall provide for at least thirty days’ advance written notice to AmerisourceBergen Corporation of cancellation or material reduction of the required insurance. If the required insurance is underwritten on a “claims made” basis, the insurance must include a provision for an extended reporting period (“ERP”) of not less than twenty-four months; Guarantors further agree to purchase the ERP if continuous claims made insurance, with a retroactive date not later than the date of this Agreement, is not continually maintained or is otherwise unavailable. This insurance shall be with an insurer and in a form acceptable to AmerisourceBergen Corporation, and any deductible or retained risk must be commercially and financially reasonable and acceptable to AmerisourceBergen Corporation. Guarantors warrant that they have sufficient assets to cover any self-insurance or retained risk. Upon request, Guarantors will promptly provide satisfactory evidence of the required insurance. Provisions in this Continuing Guaranty and Indemnification Agreement are in addition to, and not in lieu of, any terms set forth in any purchase orders accepted by Guarantors or any separate agreement entered into between AmerisourceBergen Corporation or any of its subsidiaries and Guarantors. If the language in this Agreement conflicts with the language in any other document, the language in this Agreement controls. Dova Pharmaceuticals, Inc. By: Name: Title: Date: CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT B CUSTOMER SERVICES [***] CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT C WAREHOUSING AND INVENTORY MANAGEMENT SERVICES [***] CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT D DISTRIBUTION SERVICES [***] CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT E WAREHOUSING AND DISTRIBUTION OF SAMPLE PRODUCTS [***] CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT F MARKETING MATERIALS FULFILLMENT SERVICES [***] CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT G CONTRACT ADMINISTRATION AND CHARGEBACKS PROCESSING [***] Order is defined as a shipment to a unique address that leaves the distribution center, regardless of the number of cartons or packages that constitute that shipment and/or the number of inbound requests for said OrderCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. Line is defined as each SKU or product line picked on the orderTHE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. Unit is defined as each unit of measure picked on the orderOMISSIONS ARE DESIGNATED [***]. Sample/Marketing Distribution Ambient A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT H ACCOUNTS RECEIVABLE MANAGEMENT AND CASH APPLICATIONS [***] CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT I FINANCIAL MANAGEMENT SERVICES [***] CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT J IT SERVICES [***] Order is defined as a shipment to a unique address that leaves the distribution center, regardless of the number of cartons or packages that constitute that shipment and/or the number of inbound requests for said OrderCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. Line is defined as each SKU or product line picked on the orderTHE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. Pick is defined as each unit of measure picked on the order. Receiving Fee OMISSIONS ARE DESIGNATED [***] Fee assessed each pallet received into the warehouse]. Shipping Fee [***] Fee assessed each pallet shipped from the warehouse. Bulk Shipments [***] Fee for LTL shipments; replaces smaller shipper fees below. Packing Supplies [***] Any packing materials that ICS must provide for the Corcept to ship Commercial and Non-Commercial Products. Freight [***] ICS will share AmerisourceBergen Corporation (ABC) discounted rates with Corcept with a xxxx-up of 10%. Finance Invoice Processing [***] Fee for sending invoice (electronic or paper) to customer, collection efforts and cash posting. Credit/Rebill Transactions [***] Any Corcept requested credit or rebill transactions keyed in the system. Credit Verification Reports – Dun & Bradstreet [***] Any Corcept requested credit report. Dun & Bradstreet (D&B) typically tracks information for corporate customers. Credit Verification Reports – Experian [***] Any Corcept requested credit report. Experian typically tracks information for individual customers such as physicians. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Fee Amount Description Returns Management RGA Initiation [***] [***] RGA: Returned Goods Authorization. Fee for processing return request from customer and sending the customer an RGA. Return Processing [***] Receipt of physical return at the distribution center. Fee includes itemizing contents of the return Partial Return Processing [***] Fee applied in addition to Return Processing fee for handling and counting partial containers. Returns Storage [***] Monthly fee for controlled room temperature pallet storage. Contract and Chargeback Management Chargeback Processing – Manual [***] Each SKU is considered a line. If customers cannot send information electronically, they will mail information for manual processing. ICS and Customer must have copies of contracts in order to process chargebacks without manual intervention. Chargeback Processing – Electronic [***] Each SKU is considered a line. Customers will typically send chargebacks electronically according to HDMA standards. Membership Additions [***] Fee to add members to an account. Contract Setup [***] Fee to add new contract to client account. Contract Updates [***] Fee assessed any time an account requires a change or update to an existing contract. Information Technology and Reporting 852/867: ABC, CAH, MCK [***] Maintenance and mapping of the 852 and 867 reporting. Custom Reports [***] Fee for reports created that are not part of the standard reports provided by ICS. Hourly report creation fees assessed for initial report creation but not thereafter for running the same report. Custom Development Services [***] Fee for customized processes developed at the request of Corcept. Hourly fees will be assessed and approved by Corcept before development work is to begin. Additional Fees Product Destruction [***] Destruction of product per Corcept request and instruction. FedEx/UPS/Postage Expenses [***] Freight expenses for shipments of documents or any other shipments related to daily operations on behalf of Corcept. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Fee Amount Description Pre-Approved Assessorial Labor Charge – Warehouse [***] This fee will be assessed for work that is completed outside the scope of the agreed upon services outlined in the Services Agreement. Corcept must provide prior approval before assessorial labor takes place. Pre-Approved Assessorial Labor Charge – Office Staff [***] This fee will be assessed for work that is completed outside the scope of the agreed upon services outlined in the Services Agreement. Corcept must provide prior approval before assessorial labor takes place. Pre-Approved Assessorial Labor Charge – QC, Management [***] This fee will be assessed for work that is completed outside the scope of the agreed upon services outlined in the Services Agreement. Corcept must provide prior approval before assessorial labor takes place. ICS Travel [***] This is for Corcept requested travel. Corcept must provide prior approval before travel takes place. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. SCHEDULE C ADDITIONAL DEFINITIONSA COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Appears in 1 contract
Samples: Confidential Treatment (Dova Pharmaceuticals, Inc.)