Exhibit 10.40
Confidential Treatment Requested
AGREEMENT
AGREEMENT ("Agreement"), effective as of January 1, 2001, by and between
Xxxxxxx-Xxxxx Squibb Company, a corporation organized under the laws of the
State of Delaware ("BMS"), and Boron, XxXxxx & Associates, Inc., a corporation
organized under the laws of the State of Delaware ("BLP").
WHEREAS, BMS is engaged in the development, manufacture, distribution and sale
of pharmaceutical products:
WHEREAS, BLP is engaged in providing management, logistical coordination and
other services to third parties; and
WHEREAS, the parties desire that BLP provide management and logistical
coordination services to BMS in accordance with the terms and conditions
hereinafter specified.
NOW, THEREFORE, in consideration of the premises and intending to be legally
bound hereby, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. When used in this Agreement, the following terms shall,
except where the context otherwise requires. have the meanings
identified below:
a. "Actual Event Mix" shall mean the percentage volume of Event
Type(s) within the overall volume of Programs that have
occurred.
b. "Affiliate" means any corporate or non-corporate business
entity, which controls, is
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controlled by, or is under common control with another party.
Control means the ownership of at least fifty percent (50%) of
the voting stock of the other entity or the possession of the
power to direct or cause the direction of the management and
policies of such other entity.
c. "BLP Secured Speaker Event" shall mean a speaker Program for
which BLP performs Speaker Set-Up as defined below.
d. "BMS Management" shall mean a BMS employee with a manager level
or above job title.
e. "BMS Key Vendor Contact" shall mean the individuals listed on
Schedule 10 or as amended.
f. "BMS Secured Speaker Event" shall mean any speaking event for
which BMS performs Speaker Set-Up, as defined below.
g. "Business Days" shall mean weekdays, Monday through Friday,
excluding federal holidays.
h. "Check-Only Event" shall mean fellowship grants; other
unrestricted educational grants; preceptorships; displays and
exhibits; and interactive training sessions which do not require
catering and are held in physician offices.
i. "DBM" means a BMS employee with the job title of District
Business Manager.
j. "Data Services" means the provision by BLP to BMS of the
services set forth in Schedule 4.
k. "Event" means any medical education activity for which Services
are provided by BLP
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hereunder.
l. "Event Type" shall mean one of four (4) categories of Events,
namely Check-Only, Non-Speaker, BMS Secured Speaker Event and
BLP Secured Speaker Event.
m. "LAMPS" shall mean a proprietary system of applications and
databases designed by BLP to support the management and
logistics of its various meeting planning businesses, and
employed by BLP in support of Program Services provided to BMS
hereunder.
n. "Management Fee" shall mean the annual management fee (fixed and
variable), comprised of a service fee and technology fee,
payable to BLP by BMS in consideration for the performance of
the Program Services, Data Services and Report Services during a
calendar year and product and infrastructure development for
such Program Services, Data Services and Report Services.
o. "Master Schedule Web Site" shall mean the calendar tool for
reviewing scheduled meetings and key statistics regarding
speakers, attendees, etc.
p. "Med Ed Approver" shall mean an electronic interface between BLP
and the BMS DBMs to facilitate the DBM's review and subsequent
approval or rejection of a proposed program.
q. "Meeting" shall mean a meeting for which Services are provided
by BLP hereunder.
r. "Non-Speaker Events" shall mean district advisory boards;
educational forums; and interactive training sessions that
require or include catering or are held in an outside venue.
s. "Optional Services" shall mean other negotiated services,
including, but not limited to
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those specified with a fee set forth in Schedule 2 BMS may
request BLP to perform, in addition to the Program Services
covered under the Management Fee.
t. "Pass-Through Expenses" shall mean those third party expenses
specified in Schedule 1, incurred by BLP on behalf of BMS
according to the procedures set forth therein, paid by BLP and
passed through by BLP for payment on a net basis to BMS as
provided in Schedule 6.
u. "Projected Event Mix" shall mean the percentage volume of an
Event Type(s) within the overall volume of Programs that are
projected to occur.
v. "Products" shall mean all present and any new products within
BMS U.S. Medicines, excluding those products promoted by the
Xxxxxxx-Xxxxx Squibb Oncology and Immunology (BMSOI) sales
forces.
w. "Program" shall include any meeting or any other event listed in
Schedule 1 for which BMS requests Program Services of BLP for
the BMS field sales force.
x. "Program Services" means the services described in Schedule 1,
subject to the performance standards set forth therein, to be
provided by BLP to BMS in connection with Programs during the
term of this Agreement.
y. "Program Set-up" means the process undertaken by a party to this
Agreement in securing a commitment from a speaker and venue for
a Program.
z. "Quality Assurance Phone Line" means a dedicated toll free phone
number established, operated and attended by BLP personnel,
during regular business hours, available to all BMS personnel,
for the purpose of accepting, logging, and responding to calls
for complaints and other issues related to BLP's performance of
Program Services.
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aa. "RSA" shall mean a BLP employee or agent designated as Regional
Service Associate.
bb. "Reports" shall mean the summaries of information and data to be
provided as set forth in Schedule 3.
cc. "Report Services" shall mean the provision by BLP of the Reports
in connection with the Services as set forth in Schedule 3.
dd. "Requestor" means any BMS field sales representative, authorized
BMS employee, or BMS contracted sales organization that contacts
BLP for the purpose of requesting Program Services and who will
be the primary contact for BMS for the delivery of such
Services.
ee. "Schedule" shall mean the schedules annexed hereto and
incorporated into the Agreement by reference hereto.
ff. "Scorecard" shall mean a report containing key activity,
performance, and field survey measures as set forth on Exhibit
3, attached hereto and hereby made a part hereof.
gg. "Services" shall mean Program Services, Data Services, Report
Services and Optional Services.
hh. "Speaker Set-up" means the process undertaken by a party to this
Agreement in securing a commitment from the requested speaker to
provide services at a Program and execution of a consulting
agreement by speaker.
ii. "Venue Set-up" means the process undertaken by BLP in securing
reservations at a hosting site, including, without limitation,
restaurants, resorts and hotels, for the purpose of conducting a
Program.
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ARTICLE II
SERVICES
II.1 BLP shall provide to BMS the Program Services set forth in Schedule 1,
subject to the performance standards therein and in Article III. In
addition, BMS may, at its sole option, request BLP to perform certain
Optional Services set forth on Schedule 2. Any Optional Service not
specifically set forth with a set fee in Schedule 2 must be submitted
for prior written approval by the appropriate BLP employees to the
appropriate BMS Key Vendor Contact, who will respond within seven (7)
days. Schedules 1 and 2 shall be reviewed periodically and, if
appropriate, amended in writing as agreed to by the parties.
II.2 BLP will provide to BMS the Program Report Services set forth in
Schedule 3 and the Data Services set forth in Schedule 4. Schedule 3 and
Schedule 4 shall be reviewed periodically and, if appropriate, amended
in writing as agreed to by the parties. Any ad hoc special reports
requested by any BMS employee must be approved by the appropriate BMS
Key Vendor Contact prior to the onset of programming activities.
II.3 In connection with the performance of the Services hereunder, BLP shall
maintain and make available for BMS to review upon reasonable notice
telephone load records for the 1-888-295-REPS line and records of issues
raised by phone, associated with any Program.
II.4 In connection with the performance of the Services hereunder, BLP shall
continue to permit and provide BMS access to LAMPS for the purpose of
accessing reports and event data.
II.5 BLP shall use all commercially reasonable efforts to secure third party
goods and services at the most advantageous rates, terms and conditions
available in providing the Services and shall follow all BMS expense
management procedures set forth herein. BLP shall provide written
evidence to that effect when requested by BMS. BMS reserves the right
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to require BLP to utilize a BMS preferred vendor for any items that are
considered Pass-Through Expenses.
II.6 In the event BMS requests a change in the scope of any Services to be
performed under this Agreement by BLP, BMS and BLP shall meet to
determine the feasibility of incorporating and implementing such change.
In the event the parties mutually determine that the implementation of
such a change in Services is feasible, the parties shall revise all
Schedules affected by the change, including, without limitation, fees
related to the change. All such revised Schedules shall, once agreed to
by both parties, be incorporated herein and shall replace the then
current Schedules.
ARTICLE III
PROFESSIONAL STANDARDS
III.1 BLP represents that it has facilities, personnel, experience and
expertise sufficient in quality and quantity to design, prepare,
implement and perform the Services requested by BMS hereunder and agrees
that it will design, prepare, implement and perform the Services in a
manner commensurate with professional standards generally applicable to
its industry.
III.2 All printed materials of a non-administrative nature to be distributed
by BLP to physicians which were not provided by BMS Management must be
reviewed and approved by the BMS Legal Department prior to any such
distribution.
III.3 BMS and BLP agree that each of their ability to perform certain of the
Services in accordance with the timing set forth in Schedule I and in
the attached Scorecard is dependant upon the other's performance of its
obligations under this Agreement, including (a) BMS responding to BLP
within the time frames set forth in Schedule 1, (b) BMS providing
optimal planning time for Program Services set forth in Schedule 1, and
(c) maintenance of a two-way e-mail capability between BLP and BMS's
field sales forces.
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ARTICLE IV
BLP PERFORMANCE AND PERFORMANCE REVIEW
IV.1 BMS and BLP agree to participate in periodic meetings as described in
Schedule 10 hereto for the purpose of monitoring and evaluating the
parties' respective performance with respect to their obligations
hereunder and, to discuss Program effectiveness and issues of strategic
importance.
IV.2 The performance of both BLP and BMS shall be rated by key metrics as
reported on the Scorecard as shown in Schedule 11. In addition, BMS may
request upon a minimum of sixty (60) days advance notice to BLP, that
BLP perform satisfaction surveys of any BMS field sales force and/or
speakers. (Rating system to be mutually agreed upon at initial meeting.)
IV.3 In the event BLP fails to meet the service specifications set forth on
the Scorecard in any calendar month by more than ten percent (10%) of
the key metrics set forth in Schedule 11 and Exhibit 3 for reasons other
than BMS' failure to perform its obligations hereunder, BLP shall, at
its sole expense, take the steps necessary to avoid similar future
deficient performance; provided, however, that the terms of this Section
IV.3 with respect to the Scorecard shall not become effective until July
1, 2001.
ARTICLE V
COMPENSATION
V.1 In consideration for the performance of the Program Services, Report
Services and Data Services, BMS agrees to pay to BLP fees in accordance
with the terms of Schedule 6 attached hereto, which shall include
performance of Services for a minimum of 12,500 events in calendar year
2001. The fees for calendar year 2002 and 2003 will be negotiated
between the parties as provided in Article XII. As part of the
negotiations referred to in
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the foregoing sentence, BMS and BLP shall negotiate the minimum number
of events to be supported in consideration for the fees. In the event
BMS shall request any significant changes in the concept, specifications
or scope of the Services described in Schedule 1 hereto during the term
of this Agreement, BLP and BMS shall negotiate the costs of such
revisions, if any, and BLP will not proceed with implementing any such
changes before the parties enter into a written agreement amending the
Agreement and the appropriate Schedules hereto to reflect such changes.
V.2 In order to facilitate the fulfilling, ordering and billing of Services,
BLP agrees to promptly pay all Pass-Through Expenses to the applicable
third parties in accordance with the BMS normal payment terms. BMS shall
only reimburse BLP for those third-party expenses specifically
identified as Pass-Through Expenses in the Category of Services chart
contained in Schedule 1 and those third-party expenses incurred in
providing pre-approved Optional Services. Reimbursement shall be on a
net basis (without commission) and paid as set forth in Schedule 6. BLP
will provide such documentation in support of all xxxxxxxx as BMS may
reasonably require. Notwithstanding the terms of Article V.6 below, BMS
and BLP mutually agree to meet semiannually to discuss any disputes
relating to Pass-Through Expenses.
V.3 In connection with Optional Services, if any, performed by BLP as
requested by BMS and approved by a Key Vendor Contact as set forth in
Schedule 2, BLP shall xxxx BMS, and BMS shall pay BLP, in accordance
with the terms set forth on Schedule 6 hereto.
V.4 During each calendar year of this Agreement, BMS shall be entitled to
cancel, without charge or incurring any additional costs, up to 2,700
events; provided, however, that the BMS requester has issued a written
cancellation notice to BLP no less than two (2) weeks prior to the
scheduled event date and Check-Only Events are not included. In the
event BMS cancels an event within the two (2) week period prior to the
scheduled event date, BMS shall pay to BLP forty percent (40%) of the
Management Fee associated with such cancelled event. For all
cancellations in a calendar year in excess of the 2,700 events
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referenced in above, BMS shall pay to BLP one hundred percent (100%) of
the Management Fee associated with such cancelled event. Notwithstanding
anything to the contrary contained herein, in the event of the
cancellation of any Program by BMS for reasons related to the
performance of BLP hereunder, such cancelled Programs shall not be
considered as part of the 2,700 events referred to above nor shall BMS
be obligated to make any payment of a Management Fee or any portion
thereof as contemplated by this Article. Notwithstanding anything to the
contrary contained herein, in the event of the cancellation of any
Program by BMS, for any reason other than gross negligence in the
Program Services and Program Set-up by BLP, BMS will pay (a) all
Pass-Through Expenses actually incurred by BLP through the date of
cancellation related to the cancelled Meeting, (b) the agreed upon price
for all Optional Services actually provided or related third party
expenses incurred by BLP related thereto, and (c) the actual costs
reasonably incurred in the cancellation of the Program, each in the same
manner as provided in this Article, to the extent applicable.
V.4.1 In the event BMS postpones an event within the two (2) week
period prior to the scheduled event date, BMS shall pay to BLP
forty percent (40%) of the Management Fee associated with such
postponed event.
V.4.2 In the event BMS submits a request for Program Services after
the date of the Program, BMS shall pay to BLP one hundred
percent (100%) of the Management Fee that would have been
applicable thereto had BLP actually performed all Program
Services.
V.5 All invoices for Pass-Through Expenses and Optional Services shall be
due and payable by BMS as set forth in Schedule 6, on a net cash basis,
within fifty (50) days of receipt of said acceptable invoice by the BMS.
V.6 In the event of any dispute (or series of related disputes) relating to
any portion of the Management Fee or Pass-Through Expenses that BLP
claims is payable by BMS and
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where the disputed amount equals or exceeds $100,000, (a) BMS shall
provide BLP with five (5) days prior written notice of its intent to
trigger this Section V.6, which notice shall automatically commence the
dispute resolution process set forth in Article XIV, and (b) BMS may, in
lieu of paying the disputed amount to BLP pending the resolution of the
dispute, deliver 50% of the full disputed amount to any New York
clearing house bank as escrow agent to hold such funds on terms
reasonably acceptable to both parties pending the resolution of the
dispute. Any interest on funds held in such escrow shall be paid to the
person to whom (or to the persons to whom and in the same proportion as)
the principal is paid.
ARTICLE VI
STATUS OF BLP
VI.1 BLP Independent Contractor. BLP is being retained and shall perform its
obligations hereunder strictly as an independent contractor. Agents,
representatives and other employees of BLP performing services hereunder
shall not be, and shall not be considered to be, employees of BMS for
any purpose. Nothing in this Agreement shall be deemed to authorize BLP
to act for, represent, or bind BMS or any of its Affiliates other than
as specifically provided by this Agreement. BLP acknowledges and agrees
that any worker it furnishes to perform Services for BMS under this
Agreement (the "BLP Employee") is an employee of BLP and is not an
employee of BMS. BLP acknowledges and agrees that all matters of
compensation and benefits (including without limitation, pension plans,
profit sharing plans, life insurance plans, medical plans, cafeteria
plans, disability plans, severance plans, vacation or sickness
arrangements, bonus or stock option arrangements, or any other
compensation or incentive compensation arrangements) of any nature
whatsoever for the BLP Employee is solely a matter between BLP and the
BLP Employee. BLP acknowledges and agrees that it will withhold and
submit to the applicable governmental authorities all applicable taxes
from the BLP Employee's paychecks. BLP agrees to indemnify and hold
harmless BMS for any and all costs, damages and losses that BMS may
incur resulting from (i) any claims for benefits that the BLP Employee
makes under any
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employee benefit plans or compensation arrangements that BMS makes
available to its employees, and (ii) any claims for taxes, penalties and
interest made by any governmental authority arising out of any payments
that BLP makes to the BLP Employee.
VI.2 No Joint Venture. Nothing contained in this Agreement shall be construed
as making the parties joint venturers or, except as otherwise provided
herein, as granting to either party the authority to bind or contract
any obligations in the name of or on the account of the other party or
to make any guarantees or warranties on behalf of the other party.
VI.3 No Conflict. BLP represents and warrants that its activities on behalf
of BMS hereunder are not in conflict with any other contractual
obligations.
ARTICLE VII
DEDICATED STAFFING OBLIGATIONS
VII.1 During the term of this Agreement, BLP will provide and maintain
staffing dedicated to provide Services to BMS exclusively, in accordance
with the terms set forth on Schedule 8. All BLP employees providing
Services to BMS will provide those Services at a location separate and
apart from BLP employees providing services to other third parties. BLP
will maintain different personnel for BMS and other competitive third
parties and will not direct or permit BLP employees who have provided
any Services to BMS to provide similar services for another competitive
third party without prior written approval by BMS which shall not be
unreasonably withheld. BMS agrees to respond to such requests within
five (5) days of receipt. The number of people and the related quarterly
salaries, wages, bonus and fringe benefits for each position type will
be reported quarterly in the form of Exhibit 1 as referenced in Schedule
9. Performance criteria have been established for the RSA and EC
positions and are set forth on the Scorecard and in Schedule 1. These
criteria are monitored and reviewed by BLP management on a monthly
basis. Special bonuses will be paid no less than annually to RSAs and
ECs based upon their respective performances. Additionally ongoing
monetary awards are given to RSAs and ECs throughout an annual
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period based upon various criteria including performance levels relative
to benchmarks and feedback on performance from representatives and/or
physicians.
ARTICLE VIII
OWNERSHIP/TRADEMARKS/COPYRIGHT
VIII.1 Intellectual Property/Ownership. Any and all concepts, suggestions,
creative ideas, reports, speeches, slides, plans, documents,
information, data, computer programs and databases, drawings, reports,
mock-ups, or other works designed, compiled, developed or created by BLP
for BMS in connection with this Agreement or resulting in whole or in
part from Services provided under this Agreement ("Intellectual
Property"), shall be the sole and exclusive property of BMS. BMS shall
have the full and free right to use any and all Intellectual Property
wherever and whenever it chooses, in any way it deems necessary or
advisable, without any payment of any compensation to BLP. This
Agreement shall be deemed a transfer of copyright of any copyrightable
subject matter created by BLP. BLP shall execute any and all documents
necessary to demonstrate or perfect such transfer. BLP shall not at any
time, in any manner, during or after this Agreement, under any
circumstances, be entitled to or claim any right, title or interest
herein or any commission, fee or other direct or indirect benefit from
BMS or BMS's parent, subsidiary or affiliate companies, in respect of
such Intellectual Property created by BLP hereunder. BLP agrees to
execute or cause its agents and/or employees to execute any documents
necessary or desirable to secure or perfect BMS's legal rights and
worldwide ownership in such Intellectual Property, including, but not
limited to documents relating to patent, trademark and copyright
applications.
VIII.2 Intellectual Property: BLP Duties. BLP shall not adopt, suggest, or
recommend the use of any Intellectual Property of which BLP has actual
knowledge or reason to know is identical, nearly identical to, or
confusingly similar to that owned by or being used by a third party.
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ARTICLE IX
RELEASES
IX.1 Any materials furnished hereunder which have not been created for BMS
and are subject to the rights of third parties shall be specifically
identified to BMS in writing. BLP shall obtain (and deliver upon request
to BMS) releases for all names, photographs, illustrations,
testimonials, and any and all other materials used in works which BLP
prepares or uses. All such releases shall run to BMS, its agents and
employees where appropriate and customary. Except for works that have
been secured by permission, BLP warrants and covenants that all works
provided by BLP shall be original and shall not infringe any copyright
or violate any rights of any persons or entities whatsoever, except that
BLP shall not be responsible for any claim arising solely from BLP's
adherence to BMS's written instructions or directions which do not
involve items of BLP's origin, design or selection.
ARTICLE X
INSURANCE
X.1 Insurance. BLP will at all times during the Term of this Agreement
maintain appropriate insurance coverage with responsible carriers. BLP
shall provide BMS proof of such coverage upon written request.
X.2 Required Coverage. BLP shall maintain general liability insurance
coverage that includes property damage and personal injury components.
Such insurance coverage, at a minimum, shall include the following types
and amounts:
a. Workers compensation and employers liability meeting the
statutory minimum in the states in which Program Services are to
be performed by BLP employees;
b. Commercial general liability insurance including premises and
operations coverage
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with limits of not less than $1,000,000 per occurrence and
$2,000,000 per accident; and,
c. Property damage liability insurance with limits of not less than
$500,000 per occurrence and $500,000 per accident.
X.3 In the event a policy required by this Agreement is canceled or reduced
to a level below the minimum liability limits prescribed hereinabove,
BLP shall give BMS fifteen (15) days prior written notice of such
termination or reduction. In that event, BMS shall have the right to
terminate this Agreement if BLP is unable to secure the necessary
coverage within fifteen (15) days of such notice.
ARTICLE XI
CONFIDENTIAL INFORMATION
XI.1 BLP acknowledges and agrees that it may have access to, or become
acquainted with, Confidential Information of BMS while providing
Services. For the purposes of this Agreement, "Confidential Information"
shall include all information relating to BMS's past, present and future
sales and marketing information which is revealed to BLP as a result of
entering into or performing its obligations under this Agreement,
including but not limited to, any and all information related to the
Products, Program Services, Data Services, Report Services or Optional
Program Services. Confidential Information shall not include any
information that:
a. was known to BLP prior to the date of this Agreement, as
evidenced by its written records;
b. was lawfully obtained by BLP from a third party without any
obligation of confidentiality;
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c. is or becomes part of the public domain except by breach of this
Agreement;
d. is possessed or developed by BLP independently and apart from
this Agreement; or
e. is requited to be disclosed pursuant to any statutory,
regulatory or judicial requirement or other legal compulsion. In
the event BLP is compelled to disclose Confidential Information
as contemplated herein, BLP will provide advance written notice
to BMS prior to making such disclosure, shall inform the
receiving party of the confidentiality requirements of this
Agreement prior to disclosing any such Confidential Information,
and limit any such disclosure to the scope required by the
statutory, regulatory, judicial or other legal compulsion.
XI.2 For a period of five (5) years from the expiration or termination of
this Agreement, BLP shall keep all Confidential Information in
confidence and use the Confidential Information only in connection with
the performance of its obligations hereunder and for no other purpose,
and shall not disclose or otherwise make available, directly or
indirectly, any item of Confidential Information to anyone other than
BLP employees and agents of BLP who need to know the same in the
performance of the Program Services. BLP will require all its employees
and/or agents having access to BMS Confidential Information to treat
such Confidential Information in the same manner as they treat BLP
Confidential Information and shall take all such necessary and
reasonable precautions to prevent unauthorized disclosure of such
Confidential Information by employees or agents. BLP shall not duplicate
any material containing Confidential Information, except in the direct
performance of the Services under this Agreement. Upon request of BMS,
BLP shall return or destroy as requested all Confidential Information in
its or its agents' possession within sixty (60) days following the
expiration or termination of this Agreement.
XI.3 The parties acknowledge that the unauthorized use or disclosure of
Confidential Information by either party's employees or agents may give
rise to irreparable injury and that such injury may not be adequately
compensated by damages, and that, accordingly,
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notwithstanding the Dispute Resolution process set forth in Article XIV,
the parties may seek and obtain injunctive relief against the other
party or any individual furnished Confidential Information by a party
hereunder to prevent the breach or threatened breach of any promise made
in this Agreement, in addition to any other legal remedies which may be
available to each party. The rights of the parties stated in this
paragraph shall remain in full force and effect after termination of
this Agreement.
XI.4 To the extent BMS is provided access to or becomes acquainted with
Confidential Information of BLP in connection with this Agreement, the
foregoing provisions of this Article shall apply in a reciprocal manner
to the Confidential Information of BLP and the related obligations of
BMS. However, BMS's obligation herein to BLP is limited to Confidential
Information specifically identified by BLP as confidential, and BLP must
reduce to writing and provide to BMS marked as confidential a
description of any Confidential Information disclosed to BMS up through
the date of execution of this Agreement within thirty (30) days of said
execution. Moreover, all subsequent disclosures of Confidential
Information by BLP to BMS must be marked confidential or where oral or
visual reduced to writing and provided to BMS within thirty (30) days of
such disclosure.
XI.5 Any public announcements or similar publicity with respect to the
existence and terms of this Agreement shall be limited to the text
agreed on by the parties and set forth in Schedule 7. Any additional
public announcement or disclosure relating to the Services provided
hereunder shall be made only upon prior written approval by the parties.
Nothing herein shall prevent either party from making such disclosures
as may be required pursuant to any statutory, regulatory or judicial
requirement or other legal compulsion provided, however, the disclosing
party will provide advance written notice to the other party prior to
making such disclosure and limit any such disclosure to the scope
required by statutory, regulatory or legal compulsion. BMS acknowledges
and agrees that BLP: (a) will be required to file this Agreement as a
"material contract" with the U.S. Securities and Exchange Commission
("SEC"), and that BLP will request confidential treatment with
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respect to the Schedules to the Agreement and any other parts of the
Agreement reasonably requested by BMS; and (b) may include in its
filings, reports and discussions with the SEC, its stockholders and
other persons information regarding the Agreement which is consistent
with the disclosure set forth in Schedule 7 and information regarding
revenues to BLP under the Agreement which are earned as specific
services are provided. BMS agrees to consider in good faith any request
by BLP for consent to include in such filings and reports other
information regarding the Agreement reasonably requested by BLP.
ARTICLE XII
TERM, FEE NEGOTIATION, RENEWAL AND TERMINATION
XII.1 Term. This Agreement shall be effective as of January 1, 2001, and shall
continue in full force and effect until December 31, 2003, unless
terminated earlier as set forth herein (the "Term").
XII.2 Fee, Event Negotiation and Agreement Renewal. The parties agree to enter
into good faith negotiations on or about June 1, 2001, to reach
agreement on the number of Programs that will be provided by BLP during
the calendar year 2002 in consideration of the fees paid by BMS during
2002. Likewise, the parties agree to enter into good faith negotiations
on or about June 1, 2002, to reach agreement on the number of Programs
that will be provided by BLP during the calendar year 2003 in
consideration of the fees paid by BMS during 2003. The parties further
agree that if they are unable to arrive at mutually agreeable terms with
respect to such Programs by September 30 of each respective year, this
Agreement shall terminate on December 31, of the respective calendar
year. The parties agree that, during each annual negotiation of the
number of Programs referred to above, they may also enter into
negotiations relating to fee adjustments arising from fluctuations in
the Consumer Price Index ("CPI") or arising from benchmark or other
similar data regarding services similar to those provided by BLP
hereunder.
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XII.3 Bankruptcy/Insolvency. Either party may terminate this Agreement by
written notice upon the occurrence of the following: (a) the appointment
of a receiver or trustee in respect of the property or assets of the
other party in an involuntary case under the Federal Bankruptcy Code, as
now continued or hereafter amended, or any other applicable federal or
state insolvency or other similar law, and the receivership proceedings
are not dismissed within sixty (60) days; or (b) the filing by the other
party of a petition for relief under the Federal Bankruptcy Code, as now
constituted or hereafter amended, or any other applicable federal or
state insolvency or similar law.
XII.4 Termination Upon Default. Either party may terminate this Agreement by
written notice at any time if the other party defaults in a material
manner in the performance of its obligations under this Agreement;
provided, however, that the defaulting party shall have sixty (60) days
after its receipt of such written notice to cure the default. If the
defaulting party fails to cure the default within the foregoing time
period, the other party may terminate this Agreement by written notice
to the defaulting party, which notice shall be effective upon receipt.
XII.5 Termination by BMS. BMS may terminate this Agreement either:
a. In the event the parties are unable to reach an agreement on the
amount of the number of Programs that will be provided by BLP
during the calendar year 2002 in consideration of the fees paid
by BMS during 2002; or, the number of Programs that will be
provided by BLP during the calendar year 2003 in consideration
of the fees paid by BMS during 2003, in either case on or before
September 30 of each respective calendar year, this Agreement
will terminate effective December 31 of the applicable calendar
year ("the December Termination Date"). BMS shall pay BLP, in
accordance with the terms set forth in Schedule 6, Section I.C,
an amount equal to:
Page 19 of 31
i. All fees applicable to prior months then unpaid, as well
as the monthly fees applicable through the December
Termination Date for up to the number of included
Programs, plus any additional per event variable fees
actually incurred by BLP as set forth in Section 6,
provided however, that BLP continues to provide Services
during that period;
ii. All outstanding Pass-Through Expenses incurred up to the
December Termination Date; PLUS
iii. All outstanding costs associated with any Optional
Services performed by BLP which remain unpaid through
the December Termination Date.
b. If BMS terminates this Agreement for any reason other than in
accordance with the provisions of Articles XII.3, 4, 7, or
Article XII.5.a, BMS shall pay BLP, in accordance with the terms
set forth in Schedule 6, Section 1.C, an amount equal to:
i. All monthly Management Fees applicable to prior months
then unpaid, as well as the monthly Management Fees
applicable through the effective date of termination
("Termination Date") at the applicable calendar year
rate provided, however, that BLP continues to perform
the Services during that period;
ii. All outstanding Pass-Through Expenses incurred up to the
effective date of termination; PLUS
iii. All outstanding costs associated with any Optional
Services performed by BLP which remain unpaid through
the effective date of termination.
XII.6 Notice of Solicitation. BLP shall have a continuing obligation for a two
(2) year period following the date of termination of this Agreement
under Articles XII.3, 4, 5 and 7 to
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notify BMS at the address set forth in Article XVI.7 of any solicitation
by BLP of BMS for business in advance of the execution of any agreement.
XII.7 Termination: Regulatory/Legal. In the event BMS reasonably determines in
good faith that there are regulatory or legal issues related to any or
all Products or Program Services, and BMS reasonably determines, in its
sole discretion, that as a result of such issues, termination of such
Program Services is advisable, BMS may terminate the specified Program
Services upon written notice to BLP. Upon written notice of such
termination, BLP shall immediately cease all work related to such
Program Services as directed by BMS, and shall take all steps necessary
to mitigate BMS's liability therefor. BLP shall be entitled to be paid
for all authorized work in process, and BMS shall assume BLP's liability
under and indemnify BLP with respect to all outstanding contracts made
on BMS's behalf related to such terminated Program Services which BLP
was unable to cancel. If BMS reasonably determines that only certain
Program Services require termination, the parties agree to negotiate in
good faith the amendment of the appropriate Schedules to reflect the
termination of Program Services, any deletion of a BMS Product, and the
appropriate adjustment of the Management Fee. Should BMS reasonably
determine that all Program Services must be terminated, BMS shall pay
BLP an amount equal to:
a. All fees applicable to prior months then unpaid, as well as the
monthly fees applicable through the December Termination Date
for up to the number of included Programs, plus any additional
per event variable fees actually incurred by BLP as set forth in
Schedule 6, as well as an amount equal to two monthly Management
Fees; PLUS
b. All outstanding Pass-Through Expenses incurred up to the
effective date of termination; PLUS
c. All outstanding costs associated with any Optional Services
performed by BLP which remain unpaid through the effective date
of termination.
Page 21 of 31
XII.8 Termination: Continuing Rights. The termination or expiration of this
Agreement shall not affect the accrued rights and obligations of either
party under this Agreement (including, without limitation, BMS's
obligation to pay any amount owing to BLP under this Agreement and BLP's
obligation to permit an audit of services and expenses billed to BMS);
and all provisions which expressly or by implication survive this
Agreement shall remain in full force and effect.
XII.9 Duties of Parties Upon Termination.
a. Upon receipt of notice of termination from BMS for any reason,
BLP shall cease work on all new Programs, unless otherwise
directed in writing by BMS. BLP shall promptly submit to BMS a
written report of the status of all Program Services.
b. BLP shall continue to provide Services on existing Programs as
requested by BMS up to the date of termination.
c. If either BLP or BMS desires to terminate all or any portion of
work in progress on Programs commenced before receipt of notice
of termination, which Programs are scheduled to be completed
before the date of termination and which Programs are not going
to be cancelled, it may do so only upon the party's mutual
consent and the determination of any adjustment to the
Management Fee to be received by BLP for partially completed
work.
d. Upon termination or expiration of this Agreement and upon
consent of third party contractors, BLP shall transfer assign
and make available to BMS all of its rights in contracts,
agreements, arrangements, or other transactions made with third
parties for BMS's account, effective on the date of termination
or on such other date as may be agreed upon by the parties. BMS
shall assume all obligations and indemnify and hold BLP harmless
from all liability thereunder. If any contract is nonassignable
and consent to assignment is refused, or BLP cannot obtain a
release from its obligations,
Page 22 of 31
BLP shall continue performance, and BMS shall meet its
obligations, as to the unassigned or unreleased contracts only,
as though this Agreement had not been terminated.
e. After the later of (a) expiration of the period of notice of
termination, or (b) upon completion of all projects, the parties
will have the following obligations:
i. BLP shall transfer, assign and make available to BMS by
the method reasonably requested and in the form
reasonably requested by BMS or BMS's representative, all
BMS Confidential Information, electronic databases,
property and materials in BLP's possession or control
belonging to BMS.
ii. BLP shall provide a reconciliation, to the extent not
already provided, of all: (a) prepayments made by BMS to
BLP; (b) invoices for all Services from BLP to BMS; and
(c) all payments remitted to BLP by BMS for all
activities.
iii. Within 45 days of receipt and review of items i and ii,
BMS shall make final payment to BLP for any amount owed
based upon and supported by item ii above unless there
is a dispute related to all or a portion of the final
payment, in which case the disputed portion will be
handled as set forth in Article V.6.
f. For a two (2) year period after termination, BLP shall maintain
complete records relating to Services. Such records shall be
made available for audit or review by BMS in accordance with
Section XVII.1, at BMS's expense. Notwithstanding the foregoing,
BLP shall maintain certain records for a longer period of time,
as may be required by law or statute.
ARTICLE XIII
Page 23 of 31
INDEMNIFICATION
XIII.1 Indemnification by BLP. BLP shall defend, indemnify and hold harmless
BMS, its directors, officers, employees and agents, and any person or
entity which controls any of them, from and against any and all claims,
suits, actions, damages, liabilities, assessments, interest charges,
penalties, costs or expenses (whether or not arising out of third-party
claims and including all amounts owed by the parties in accordance with
the terms of this Agreement), including reasonable attorney's fees
(collectively, the "BLP Indemnified Amounts"), arising out of (a) the
breach by BLP of any of its covenants or obligations under this
Agreement and (b) BLP's gross negligence or willful misconduct.
Notwithstanding any provision to the contrary, the BLP Indemnified
Amounts shall not exceed in the aggregate the sum of all amounts paid to
BLP pursuant to Article V of this Agreement. BMS hereby waives any and
all rights to subrogation that any insurer of BMS may have against BLP.
Indemnification under this provision shall survive termination of this
Agreement.
XIII.2 Indemnification by BMS. BMS shall defend, indemnify and hold harmless
BLP, its directors, officers, employees and agents, and any person or
entity which controls any of them, from and against any and all claims,
suits, actions, damages, liabilities, assessments, interest charges,
penalties, costs or expenses (whether or not arising out of third-party
claims and including all amounts owed by the parties in accordance with
the terms of this Agreement), including reasonable attorney's fees
(collectively, the "BMS Indemnified Amounts"), arising out of (a) the
breach by BMS of any of its covenants or obligations under this
agreement; (b) BMS's gross negligence and willful misconduct; (c) BMS's
failure to pay the Pass-Through Expenses in accordance with Article V.2;
(d) the manufacture, distribution, use, or sale of any products by BMS
or any product liability claim relating to Products presented at a
Meeting; and (e) statements or omissions, made or omitted, as the case
may be, at a Meeting. BLP hereby waives any and all rights to
subrogation that any insurer of BLP may have against BMS.
Indemnification under this provision shall survive termination of this
Agreement.
Page 24 of 31
XIII.3 Indemnification Procedures. A person or entity (the "Indemnitee") which
intends to claim indemnification under this Article shall promptly
notify the other party (the "Indemnitor") in writing of any action,
claim or liability in respect of which the Indemnitee intends to claim
such indemnification. Indemnitor shall diligently defend any such
third-party action, claim or liability. Subject to Indemnitor's
agreement to hold the Indemnitee harmless therefor and Indemnitor's
compliance with its indemnification obligations, the Indemnitee shall:
(a) at the Indemnitor's expense, cooperate fully with the Indemnitor and
its legal representatives in the investigation and defense of any
action, claim or liability covered by this Agreement; and (b) permit the
Indemnitor to settle any such action, claim or liability and agrees to
the control of such settlement by the Indemnitor (provided that such
settlement does not adversely affect the Indemnitee's rights hereunder
or impose any obligations on the Indemnitee in addition to those set
forth herein). No action, claim or liability which does adversely affect
the Indemnitees rights hereunder or impose any obligations on the
Indemnitee in addition to those set forth herein shall be settled
without the prior written consent of the Indemnitee and the Indemnitor.
The Indemnitee shall have the right, but not the obligation, to be
represented by counsel of its own selection and at its own expense;
provided, however, that if the named parties to the action or proceeding
include both the Indemnitor and the Indemnitee and representation of
both parties by the same counsel would be inappropriate under applicable
standards of professional conduct, the expense of separate counsel for
the Indemnitee shall be paid by the Indemnitor.
ARTICLE XIV
DISPUTE RESOLUTION
XIV.1 If a dispute arises between the parties relating to this Agreement, the
parties agree to use the following procedure prior to either party
pursuing other available remedies:
XIV.2 A meeting shall be held within thirty (30) days, either in person or by
telephone, between the parties, attended by the BMS relationship manager
as outlined in Schedule 10 and BLP
Page 25 of 31
at the level of Vice President or above with decision making authority
regarding the dispute, to attempt in good faith to negotiate a
resolution of the dispute.
XIV.3 If, within 60 days after such meeting, the parties have not succeeded in
negotiating a resolution of the dispute, they will jointly appoint a
mutually acceptable neutral person not affiliated with either of the
parties (the "neutral"), seeking assistance in such regard from the
American Arbitration Association if they have been unable to agree upon
such appointment within 90 days from the initial meeting. The fees of
the neutral shall be shared equally by the parties.
XIV.4 In consultation with the neutral, the parties will select or devise an
alternative dispute resolution procedure (ADR) by which they will
attempt to resolve the dispute, and a time and place for the ADR to be
held, with the neutral making the decision as to the procedure, and/or
place and time, (but unless circumstances require otherwise, not later
than 60 days after the selection of the neutral) if parties have been
unable to agree on any such matters within 30 days after initial
consultation with the neutral.
XIV.5 The parties agree to participate in good faith in the ADR to its
conclusion as designated by the neutral. If the parties are not
successful in resolving the dispute through the ADR, then the parties
agree that the dispute shall be settled by binding arbitration in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction. The
arbitrators shall have no authority to award any punitive or exemplary
damages and may interpret or construe but shall not vary or ignore the
terms of this Agreement and shall be bound to follow controlling law.
ARTICLE XV
REMEDIES
XV.1 Exclusive Remedy. With the exception of the parties' right to seek
injunctive relief in the
Page 26 of 31
circumstances set forth in Article XI, the rights and remedies of each
party hereto arising by reason of the breach or default in any covenant
or obligation under this Agreement shall be limited to those set forth
in Article XV of this Agreement.
ARTICLE XVI
MISCELLANEOUS
XVI.1 Audit. Upon reasonable notice and at reasonable times, BMS shall have
the right to audit and examine all papers, data, information, reports,
records, receipts, contracts, documents, correspondence, copybooks, time
sheets, account records and other materials and sources of information,
in the possession of BLP, which relate to the Program Services being
performed hereunder. This right may be exercised by any employee, agent,
representative, attorney or accountant authorized by BMS. The expense of
such audit or examination shall be borne by BMS.
XVI.2 No Waiver. No failure or delay on the part of either party in exercising
any right, power or remedy hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of
any other right, power or remedy hereunder. No waiver of any provision
hereof shall be effective unless the same shall be in writing and signed
by the party giving such waiver.
XVI.3 Headings. Article headings used in this Agreement are for convenience
only and shall not affect the construction of this Agreement.
XVI.4 Governing Law. This Agreement shall be construed and the respective
rights of the parties hereto shall be determined in accordance with the
substantive laws of the State of New Jersey notwithstanding the
provisions governing conflict of laws to the contrary.
XVI.5 Severability. If any provisions of this Agreement or any other document
delivered under
Page 27 of 31
this Agreement is prohibited or unenforceable in any jurisdiction, it
shall be ineffective in such jurisdiction only to the extent of such
prohibition or unenforceability, and such prohibition or
unenforceability shall not invalidate the balance of such provision to
the extent it is not prohibited or unenforceable, nor render
unenforceable such provision in any other jurisdiction. In the event any
provisions of this Agreement shall be held to be invalid, illegal or
unenforceable, the parties hereto shall use their best efforts to
substitute a valid, legal and enforceable provision which, insofar as
practical, implements the purposes hereof.
XVI.6 Entire Agreement: Modification. This Agreement contains the entire
agreement between the parties in respect of the subject matter hereof
and supersedes and cancels all previous and contemporaneous agreements,
negotiations, contracts and writings between the parties hereto in
respect of the subject matter hereof and may not be changed or modified
in any matter or released, discharged, abandoned or otherwise terminated
unless in writing and signed by the duly authorized officers or
representatives of each of the parties.
XVI.7 Notices. Any notice or request permitted to be given in connection with
this Agreement shall be deemed to have been sufficiently given if sent
by pre-paid registered or certified mail or confirmed facsimile
transmission to the intended recipient at the address or number set
forth below or such other address or number as may have been furnished
in writing by the intended recipient to the sender. The effective date
on which notice shall be deemed to have been given shall be three
business days following the date of mailing for all notices sent by
mail, and the date of transmission for all notices sent by facsimile,
provided the sender shall have received confirmation that the facsimile
was received at the number specified by the intended recipient.
If to BMS, to:
Xxxxxxx-Xxxxx Squibb Company
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, XX 00000
Fax No.: Attention: BMS Relationship Manager
Page 28 of 31
Xxxxxxx-Xxxxx Squibb Company
000 Xxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Fax No.: (000) 000-0000
Attention: Legal Department
Attention: Category Leader, Medical Education
If to BLP, to:
Boron, XxXxxx & Associates, Inc.
00-00 Xxxxx 000 Xxxxx
Xxxx Xxxx, XX 00000
Fax No.: (000) 000-0000
Attention: President
XVI.8 Execution in Counterparts. This Agreement may be executed in multiple
counterparts, each of which, when executed and delivered, shall be
deemed to be an original and all of which together shall constitute one
and the same document.
XVI.9 Assignment. This Agreement may not be assigned or transferred by a party
hereto without the prior written consent of the other party hereto
except that this Agreement may be assigned by a party hereto, in whole
or in part, to a subsidiary of such party hereto if such assignment does
not materially or adversely affect the rights or obligations of either
party to this Agreement; or to a successor in interest to all or
substantially all of the assets of such party with the consent of the
other, which shall not be unreasonably withheld.
XVI.10 Force Majeure. Failure of either party hereto to fulfill or perform its
obligations under this Agreement shall not subject such party to any
liability if such failure is caused or occasioned by acts of God, acts
of the public enemy, fire, explosion, flood, drought, war, riot,
sabotage, embargo, strikes or other labor disputes (which strikes or
disputes need not be settled), compliance with any order, regulation, or
request of government, or by any other event or circumstance of like or
different character to the foregoing beyond the reasonable control and
without the fault or negligence of such party (a "Force Majeure Event"),
provided such party uses reasonable efforts to remove such Force Majeure
Event
Page 29 of 31
and gives the other party prompt notice of the existence of such Force
Majeure Event.
Page 30 of 31
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
noted below.
Xxxxxxx-Xxxxx Squibb Conpany Boron, XxXxxx & Associates, Inc.
By: /s/ [ILLEGIBLE] By: /s/ Xxxxxxx X. XxXxxx
---------------------------- ---------------------------------------
Name: [ILLEGIBLE] Name: Xxxxxxx X. XxXxxx
-------------------------- -------------------------------------
Title: Pres., U.S. Primary Care Title: Chairman and Chief Executive Officer
------------------------- ------------------------------------
Date: 12/8/00 Date: 12-7-00
-------------------------- -------------------------------------
By: /s/ Xxxxxx XxXxxxx
----------------------------
Name: Xxxxxx XxXxxxx
--------------------------
Title: Sr. Vice President
-------------------------
Date: 12/8/00
--------------------------
By: /s/ Xxxxx Brienca
----------------------------
Name: Xxxxx Brienca
--------------------------
Title: VP - Finance
-------------------------
Date: 12/4/00
--------------------------
By: /s/ Xxxxxxx X. Xxxx
----------------------------
Name: Xxxxxxx X. Xxxx
--------------------------
Title: President, WWMG
-------------------------
Date: 12/12/00
--------------------------
Page 31 of 31
SCHEDULE 1
----------
Program Services
----------------
The parties recognize that BLP designed its operating structure and system of
services based on an assumption of a planning period for each Event Type as
outlined in the Scorecard in Exhibit 3. BMS understands and agrees that some
performance standards may vary if less than the planning period in the Scorecard
is given by the BMS Requestor. BLP will work in good faith to provide quality
services in a timely fashion for Programs initiated by BMS with less than the
planning period allowed.
From time to time, BMS may change the activities BLP performs with regards to a
specific event type, without a material impact on the workload specified. In
such instances, BMS will inform BLP of such changes in writing and receive
approval from the appropriate BLP contact. Schedule 1, if necessary, will then
be revised to reflect the new activities.
For the purposes of this Schedule 1 only, the word "send" is intended to mean
that any document, notice or form will leave BLP's facility within the period of
time set forth in the respective section.
The quality of BLP services will be measured utilizing the Scorecard in
Exhibit 3. The Scorecard may be supplemented by other measures of performance
(for example, satisfaction surveys of field, etc.) from time to time. These
performance measures, their measurement methodology, and the results obtained
will be shared with BLP in a timely manner. BLP will also receive a copy of the
notice used in distribution of any survey that relates to any of its services,
prior to its distribution.
BLP will ensure RSA supported phone service is available to BMS Field Requestor
as follows:
[***]
BLP will provide Program Services for the following categories and types of
Programs:
I. Consulting Programs as defined below:
Consultant Programs encompass those in which bonafide services are provided
to BMS. A BMS Consulting Agreement must be signed, and generally the
services must be provided in advance of any payment to a consultant health
care professional. Consultant programs are attended by a selected group of
physicians to exchange information and experiences and to provide BMS input
on specific topics or issues. These meetings are organized and conducted
by BMS and can be on an ad hoc or ongoing basis.
[***]
--------------------------------
[***] Omitted pursuant to a request for confidential treatment. The
omitted material has been separately filed with the Securities and
Exchange Commission.
1
In order for the program to be classified as a Consulting Program, the
attendees must provide bonafide services to the company. [***]
[***] Programs may involve air travel or overnight accommodations for
speakers (which are arranged through this contract). If attendees have
air travel or accommodations these must be submitted under a separate
proposal under the terms of the Medical Education Umbrella Agreement.
[***]
II. Independent Medical Education Programs as defined below.
Independent Programs are educational programs sponsored by a professional
medical organization, institution, or a medical school, and era supported
by a grant. These programs typically carry Continuing Medical Education
(CME) credits provided by the sponsor of the program. The sponsors
independently develop and control the content of the programs and are
accredited by the Accreditation Council on Continuing Medical Education
(ACCME) to provide medical education for physicians. Similar organizations
accredit programs for other health care professionals. BMS supports such
programs through grants and logistical support. The manager for the BMS
Requestor is responsible for certifying that the program complies with the
BMS Goodwill Policy.
Independent Medical Education Programs include the following program types
[***]
III. Promotional Programs as defined below:
Promotional Programs are programs in which BMS develops and controls the
content of the program, speaker selection, and invitation process. These
programs do not provide providers with CME credits and are not associated
with a CME provider. These programs are frequently provided in the context
of a dinner or some minor entertainment component and include a speaker
from a BMS visiting faculty. They include the following program types:
[***]
------------------------------------
[***] Omitted pursuant to a request for confidential treatment. The omitted
material has been separately filed with the Securities and Exchange
Commission.
2
Program Approval Requirements:
I. Grants
Any Grant with a value of [***] requires approval from BMS Management via
the Med Ed Approver prior to proceeding with the Grant request.
Any Grant with a value in excess of [***] must be submitted by the BMS
Requestor with a Program Request form and a letter on letterhead from the
requesting institution to the BLP RSA for routing to the appropriate BMS
contact in Schedule 10 for submission through the internal BMS Grant
approval process. Once approved internally, the BMS contact will notify
BLP and send copies of the approval forms and grant agreement to the BLP
RSA.
II. Programs
[***]
If Med Ed Approver is offline, the appropriate contact in Schedule 10
agrees to notify BLP immediately and provide an estimate as to when the
system will be once again available.
[***]
For Program Types not listed above, BLP either must obtain written approval from
the BMS Sourcing Contact and Relationship Manager as to the Event Type
classification, or the BMS Relationship Manager and Sourcing Contact must notify
in writing BLP of any program new types and proposed Event Type classification.
BMS would need to supply business rules and a description of services required.
If a new Event Type classification is deemed necessary, BLP and BMS will
negotiate a new price for this Event Type.
The Service Specification for each Event Type is as follows:
[***] (The following 16 pages have been
omitted)
------------------------------------
[***] Omitted pursuant to a request for confidential treatment. The omitted
material has been separately filed with the Securities and Exchange
Commission.
3
D. GRANTS FOR GRAND ROUNDS (AS APPLICABLE)
Grand Rounds involve both setting up a Program and as the case may be
issuing a grant.
Where Program Set-Up is requested by the BMS Requestor and Sponsoring
Institution, BLP is to follow the Program Set-Up activities described
in III.A and III.B, as aforementioned in III.C. The following
additional activities are required to issue grant associated with a
Grand Round:
[***](The following 1 1/2 pages have been
omitted)
IV. PROGRAM CANCELLATION SERVICES POLICY
For programs that are cancelled, BLP is to
[***]
B. Make all attempts to transfer deposits and services not utilized due
to cancellations to other programs. If such deposits are non-
transferable, BLP to expense as passthroughs as outlined in Article
V.4
[***](The following 2 1/2 pages have been
omitted)
------------------------------
[***] Omitted pursuant to a request for confidential treatment. The omitted
material has been separately filed with the Securities and Exchange
Commission.
4
SCHEDULE 2
OPTIONAL SERVICES
-----------------
A. Physician Follow up [***]
1. Call RSVPed physicians [***] prior to program to remind them of the
program.
2. Provide follow up letters to RSVPed physicians after the program.
a. Thank you for attending.
b. Sorry you could not attend,
B. Telemarketing (Invitation augmentation) [***]
[***]
C. Ad hoc Reports
1. BMS will have an account with a [***] limit on which to draw each
month for ad hoc reports programming. BLP must submit to BMS a
proposal regarding the cost of such ad hoc report(s) for approval or
rejection by both of the BMS to the BMS appropriate contact as
determined in Schedule 10. [***]
2. Ad hoc report programming, in excess of the [***] limit within each
calendar month, will be covered under a separate pricing methodology
to be discussed and agreed upon by both parties.
D. BLP will charge a fee for invitations over [***] per program limit [***].
Invitations would need to be ordered in increments of [***]. These charges
would be charged as an optional cost against the program.
[***]
--------------------------------
[***] Omitted pursuant to a request for confidential treatment. The omitted
material has been separately filed with the Securities and Exchange
Commission.
5
SCHEDULE 3
PROGRAM REPORT SERVICES
-----------------------
A. BLP agrees to generate and provide monthly financial reports to BMS in the
following format unless otherwise amended:
1. District Report (delivered on or about the 15th of each month to BMS
Designee via two day air):
a. District 12 Month Product Summary Report by product as specified.
b. District 12 Month Program Detail Report by POD (by product and
chronological event).
c. Roster Return Report - District Level
2. Region Reports (delivered on or about the 15th of each month to BMS
Designee via two day air):
a. Region 12 Month Product Summary Report by product as specified.
b. Region 12 Month Program Detail Report (by product and
chronological event).
c. District 12 Month Product Summary Reports.
d. District 12 Month Program Detail Report.
e. Roster Return Report - Region Level
3. Area Reports/Sr. Director Reports (delivered on or about the 15th of
each month to BMS Designee via overnight mail):
a. Area 12 Month Product Summary Report.
b. Area 12 Month Program Detail Report (Area generated programs
only).
c. Region 12 Month Product Summary Reports.
d. Roster Return Report - Area Level
e. Lead-time Report-Area Level
4. National Report (Sales Force Administration and U.S. Pharmaceutical
Group Finance):
a. National 12 Month Product Summary Report.
6
b. National 12 Month Business Unit Product Summary Report
(by group- Area, Specialty VP, IHS, MHC)
c. Area/Specialty VP 12 Month Product Summary Reports.
d. Region 12 Month Product Summary Report.
e. Roster Return Report - National Level
f Lead-time Report - National Level
g. Projected Expanses Report - National Level for CV/Met, NID and
MHC
5. BLP will provide MHC and IHS. These reports will be delivered by two
day air on or around the 15th of each month as follows:
a. National Report (Managed Health Care).
b. Area Reports - BMS Designee (both MHC and IHS).
c. AE/AD reports - to each individual AE/AD/IHS manager.
B. BLP agrees to provide BMS an electronic data feed on programs open and
closed two (2) times each month as per an agreed upon format provided to
BLP by BMS Finance and Automation Department (NETS Feed). The electronic
information transmitted on the last business day of the month will be the
information used to create the monthly financial reports outlined in
Section A of this Schedule.
C. BLP agrees to provide a tracking service for Managed Health Care tracking
support to BMS specified Strategic National Customers. BLP will develop a
process with the RSAs to determine the customer who is receiving the
support from the AE/AD/IHS representative. BLP agrees to develop a special
report that will be provided to BMS finance an a monthly basis.
D. BLP is responsible for tracking and reporting all tax identification
information to IRS (1099) with respect to medical education grant program
payments and honorarium payments made through BLP for BMS.
E. BLP will provide a monthly accounting for all activity (program detail and
financial information) on monthly reports (hard copy) as per section
outlining reports, and electronically through the NETS system and xxxx BMS
upon completion of engagement.
F. BLP will provide a monthly Quality Assurance Report on a monthly basis
quantifying and categorizing calls to the Quality Assurance line.
G. Monthly Reports of activity related to two key program types for NID -
District Advisory Boards and Visiting Faculty/Peer to Peer meetings.
These reports should contain the following data elements: area, month,
time period, number of committed programs, number of cancelled programs,
7
number of rosters received, budgeted cost, actual cost, and reported
attendance. Report to be emailed within 15 business days after the end of a
calendar month in an electronic format to the BMS Key Vendor Contact for
NID.
H. Detail of all special projects tracked separately subject to a standard
reports template developed by BLP (eg. territory number, program type,
budget, program date, number of reported attendees, and program topic).
I. Scorecard Reports on Program Performance as outlined in Schedule 11.
The format for these reports will be agreed upon by the BLP and BMS
Relationship Managers and approved by the Strategic Review Board.
8
SCHEDULE 4
DATA SERVICES
-------------
Each of the parties agrees to perform the respective Data Services as set forth
below:
A. BLP Responsibilities
--------------------
1. BLP will establish and maintain all necessary technology to support
BMS data requirements related to Programs, including but not limited
to:
a. Data file formats are to be compatible with BMS file format
requirements.
b. Dedicated server to support BMS.
c. Connectivity to BMS databases.
d. Dedicated personnel, including a technical systems support
administrator, and any additional technical resources as needed.
2. No less than once per calendar month, BLP will collect, maintain and
transfer data in a format compatible with BMS systems, including but
not limited to:
a. Event data (including, without limitation, data on product, rep,
territory, speaker, venue, Pass-Through Expense and variable
Management Fee, Program Type, Event Type, status (complete,
cancelled, postponed, etc.) and by engagement number
b. Event attendance data (including, without limitation, physician
data by engagement number).
c. Engagement number program listing.
d. "Physician profile" data updates (e.g., changes in address, phone
numbers).
e. Event expense data for Pass-Throughs are to be broken out by
major category - food & beverage cost, honoraria, grants, speaker
air, ground, and hotel costs, entertainment, miscellaneous
(i.e. AV costs, etc.) for each individual engagement number and
made accessible to BMS via LAMPS and/or other applicable
scheduling or reporting system. BLP to ensure compliance by end
of 1st Quarter 2001.
B. BMS Responsibilities
--------------------
1. BMS shall provide the following data, at the respective frequency
shown below:
a. Prescriber data/demographics - on or about the 15th business day
of each month
b. Call list; Physician name and location - on or about the 15th
business day of each month
c. Prescriber ranking - on or about the 15th business day of each
month
d. BMS representative roster - monthly
e. Event forecasts as outlined in Schedule 8.
9
SCHEDULE 5
BMS PRODUCTS
------------
BLP will provide Services for sales forces promoting all present and any new
products within the BMS U.S. Primary Care, excluding BMS Oncology and Immunology
(BMSOI) products.
10
SCHEDULE 6
COMPENSATION
------------
I. Management Fee
In consideration for the performance of the Program Services, BMS shall pay
BLP a Management Fee in accordance with the following terms:
A. A fixed fee of [***] to cover fixed costs outlined in Exhibit 2 to be
paid in equal installments [***] each month from January, 31 2001, to
December 31, 2001. The total of such fixed costs will not vary in
year 2001 unless impacted by a change in the Scope of Program Services
defined in Schedule 1 through the written invoking of Article II.C.
B. A variable fee shall be paid to BLP, in the following manner:
1. Commencing on January 31, 2001 and through to June 30, 2001, BLP
will xxxx BMS for [***] programs for each of these months,
regardless of whether these programs are completed or not. [***]
2. On June 30 2001, should BLP have completed in excess of the [***]
programs per month between January 31, 2001 and June 30, 2001,
BLP shall xxxx BMS for the excess events in accordance with the
Fee per Event Type outlined in Schedule 6.D for 2001.
3. Commencing on July 31, 2001 and through to September 30, 2001,
BLP shall xxxx BMS for [***] programs for each of these months,
regardless of whether these programs are completed or not. The
amount to be paid for these events will based on the Fee for
Event Type, as defined in Schedule 1, and as listed to Schedule
6.D for 2001.
4. On September 30, 2001, should BLP have completed in excess of the
[***] programs per month between July 1, 2001 and September 30,
2001, BLP shall xxxx BMS for the excess events in accordance with
the Fee per Event Type outlined in Schedule 6.D for 2001.
5. Commencing on October 31, 2001 and through to December 31,2001,
BLP shall xxxx BMS for [***] programs for each of these months,
regardless of whether these programs are completed or not. The
amount to be paid for these events will based on the Fee for
Event Type, as defined in Schedule 1, and as listed in
Schedule 6.D for 2001.
-------------------------------
[***] Omitted pursuant to a request for confidential treatment. The omitted
material has been separately filed with the Securities and Exchange
Commission.
11
6. On December 31, 2001, should BLP have completed in excess of the
[***] programs per month between October 1, 2001 and December 31,
2001, BLP shall xxxx BMS For the excess events in accordance with
the Fee per Event Type outlined in Schedule 6.D for 2001.
C. Notwithstanding the foregoing, the Management Fee applicable to the
final month of the term of this Agreement shall be withheld by BMS
until BLP has satisfied its obligations under Article XIII.
[***]
In addition, BLP agrees to perform an annual reconciliation on the
event mix and refund any over payment to BMS should actual cumulative
Event Mix at year-end, be within the event mix guarantee.
E. The method of payment is by electronic transfer to the BLP xxxx
account. Electronic transfer instructions are as follows:
Bank Name: Fleet Bank
000 Xxxxxxxx Xxxx
Xxxx Xxxx, XX
Routing No: [***]
Credit Boron XxXxxx Account No: [***]
BLP Accounts Receivable Phone: [***]
In the event any payment is made by check, payment should be mailed to
Boron XxXxxx:
Boron, XxXxxx & Associates, Inc.
X.X. Xxx 00000
Xxxxxxxx, XX 00000
II. PASS-THROUGH EXPENSES
A. Completed Programs
1. For the purposes of this Agreement, "Completed Program" shall
mean any Program:
a. which started and ended in the previous calendar month; and
b. for which BLP has actually paid expenses (eg: honoraria);
and/or
----------------------------------
[***] Omitted pursuant to a request for confidential treatment. The omitted
material has been separately filed with the Securities and Exchange
Commission.
12
c. for which BLP is in receipt of third party invoices, dated
prior to the 25th of the current calendar month, for
expenses related to the previous month's Program.
B. BLP will summarize all Pass-Through Expenses related to Completed
Programs through the previous month for which it is seeking
reimbursement, and document the expenses in the following method:
[***]
3. The invoice above must include the service order number for Pass-
Through expenditures which will be provided by the appropriate BMS
contact in Schedule 10 and must be mailed to the following address:
Xxxxxxx-Xxxxx Squibb Company
Accounts Payable Department
CN 5303
Xxxxxxxxx, XX 00000
4. A duplicate of the summary invoice defined above and an Excel based
data file to support the above must be sent to the appropriate BMS
contact, in addition to Accounts Payable. The Excel file should be
sent to the appropriate BMS contact only, NOT to Accounts Payable.
The Excel file will report all Pass-Through Expenses related to
Completed Programs from the prior month in the following hierarchical
format (as on the invoice):
[***]
5. Both the duplicate invoice and Excel file will be sent to the
attention of each of the appropriate BMS contact as outlined in
Schedule 10 via email or two (2) day mail delivery at the same time
that the invoice is sent to the BMS Accounts Payable department.
------------------------------
[***] Omitted pursuant to a request for confidential treatment. The omitted
material has been separately filed with the Securities and Exchange
Commission.
13
III. OPTIONAL SERVICES
BLP shall invoice BMS [***] for any Optional Services as described in
Schedule 2 performed in the prior month related to a Completed Program in
the same manner set forth for Pass-Through Expenses in Section 2 of this
Schedule. Any Optional Services which are covered under a Project Order
Schedule D of the national umbrella agreement will be invoiced subject to
the terms and conditions of the national umbrella agreement.
IV. INVOICE CODING -
BLP to code invoices in compliance with direction from the appropriate BMS
contact as outlined in Schedule 10.
------------------------------------
[***] Omitted pursuant to a request for confidential treatment. The omitted
material has been separately filed with the Securities and Exchange
Commission.
14
BORON, XXXXXX & ASSOCIATES, INC. SIGNS DEFINITIVE AGREEMENT WITH XXXXXXX-XXXXX
SQUIBB TO PROVIDE FIELD FORCE LOGISTICS SERVICES THROUGH 0000
XXXX XXXX, Xxx Xxxxxx, December 11, 2000 -- Boron, XxXxxx & Associates, Inc.
(Nasdaq: BLPG) today announced that it has a definitive agreement with Xxxxxxx-
Xxxxx Squibb Co. (NYSE: BMY) for a three-year renewal of its field force
logistics contract. Under the terms of the agreement, Boron XxXxxx will
continue to provide meeting planning, event coordination, and other support
services for Xxxxxxx-Xxxxx Squibb's United States sales force through 2003.
The current contract, which is due to expire at the end of 2001, is to be
replaced with a new three year agreement running through 2003. As in the past,
the renewed contract provides for a fixed management fee component and a fee-
for-service component, which is dependent upon the level of services provided.
Financial terms were not disclosed.
Xx. Xxxxxxx X. XxXxxx, Chairman and Chief Executive Officer of Boron,
XxXxxx & Associates, Inc. commented, "We are extremely pleased that Xxxxxxx-
Xxxxx Squibb views Boron XxXxxx as a valued service provider. This agreement,
which replaces the current two-year contract with a new three-year contract,
demonstrates that our field force logistics business had added value and
efficiencies for Xxxxxxx-Xxxxx Squibb."
Boron, XxXxxx & Associates, Inc. provides an integrated array of sales,
promotional and medical education services to the pharmaceutical industry.
Founded in 1981, the Company has become a leading provider of strategic medical
communications programs offering a variety of customized educational and
promotional services including: peer-to-pear meetings; continuing medical
educational programs; editorial services; and symposia; as well as outsource
sales and marketing services.
Certain statements contained in this press release, including statements
regarding the anticipated development of the Company's business, the
intent, belief or current expectations of the Company, its directors or
its officers, primarily with respect to the provision of field force
logistics services, the level of services provided thereunder, the value
and efficiencies realized by Xxxxxxx-Xxxxx Squibb and other statements
contained herein regarding matters that are not historical facts, are
"forward-looking" statements (as such term is defined in the Private
Securities Litigation Reform Act of 1995). Because such statements are
subject to risks and uncertainties, actual results may differ materially
from those expressed or implied by such forward-looking statements.
Factors that could cause actual results to differ materially from those
expressed or implied by such
15
forward-looking statements include, but are not limited to, risks
associated with negotiation and execution of a definitive agreement on
mutually acceptable terms consistent with the letter of intent, and
those risks and uncertainties contained under the headings "Risk
Factors" in the Company's Form 10-K for the year ended December 31, 1999
and an page 6 of the Company's Registration Statement on Form S-I as
amended, as filed with the Securities and Exchange Commission.
16
SCHEDULE 8
BORON XXXXXX BMS DEDICATED STAFFING
-----------------------------------
1. BLP agrees to maintain the appropriate full time dedicated staffing level to
support the execution of Field Med Ed Programs Services in accordance with
the level of service specified in the Scorecard in Schedule 11. The
distribution of RSAs will be subject to an agreement between BLP and BMS.
2. In the event that BLP wants to utilize any of the above dedicated
individuals for a BMS activity under a separate agreement, BLP must obtain
approval from the Relationship Manager and the Sourcing Contacts prior to
said work being performed.
3. To assist BLP in maintaining the appropriate staffing levels, BMS agrees to
provide the appropriate BLP contact as defined in Schedule 10 an annual
rolling forecast of events on the first day of each quarter. The first
six months (1-180 days) will be split by Event Type. The remaining
six months (181-360 days) not to be split by Event Type. In an event of a
substantive change to the forecast provided in any particular quarter, BMS
agrees to inform BLP immediately upon authorization.
17
SCHEDULE 9
COST SAVINGS PLAN
-----------------
BLP agrees to provide BMS with the actual headcount and total Salaries and Wages
in the format of Exhibit 1 for each calendar quarter of the agreement.
The quarterly reports should be sent via e-mail to each of the appropriate BMS
Contacts on or before the 45th day following the end of each calendar quarter.
BLP also agrees to provide BMS with a breakdown of fixed costs by category
annually as outlined in Exhibit 2.
18
SCHEDULE 10
BMS AND BLP CONTACTS
BMS and BLP to jointly develop a grid to include the appropriate contacts and
governance structure for this agreement.
Contact grid to include operational contact(s) for day to day operations and
program functioning, relationship manager, sourcing contact(s), and others as
identified for both BLP and BMS and is attached herein as Exhibit 4. The
contact grid will be updated and transmitted by the BLP and BMS Relationship
Managers as soon as a change occurs.
Governance structure to be divided into three bodies, tactical, performance, and
strategic, with each body having different roles and responsibilities and to
meet on a differing frequency as outlined below:
A. Tactical - To have responsibilities for program functioning and day-
to-day operations and to communicate on a weekly basis.
B. Performance Review Board-To have responsibility to review financial
status, program scorecard and issues, and Field Med Ed Process and
meet on a monthly basis.
C. Strategic Review Board - To discuss Med Ed effectiveness and issues of
strategic importance impacting the Program and meet on a quarterly
basis.
Individuals with the appropriate responsibilities will be named to each body.
The Performance and the Strategic Review Boards will be jointly chaired by one
(1) BMS and one (1) BLP representative. The agenda for the meetings of each
body will be determined jointly by the Chairs (1 from BMS and 1 from BLP) one
week prior to each meeting.
The above grid and governance structure may be modified on an as needed basis by
the BLP Relationship Manager and the BMS Relationship Managers' discretion.
Changes to the governance structure will require approval of the Strategy Review
Board.
19
SCHEDULE 11
PROGRAM SCORECARD
-----------------
[***](The following 1 page has been
omitted)
----------------------------------
[***] Omitted pursuant to a request for confidential treatment. The omitted
material has been separately filed with the Securities and Exchange
Commission.
20
Exhibit #1--Completed Example
-----------------------------
BLP Group Companies - Plainsboro Marketing Division
---------------------------------------------------
Period Ending: June 30, 2000
-----------------------------
[***](The following 1 page has been
omitted)
-----------------------------------
[***] Omitted pursuant to a request for confidential treatment. The omitted
material has been separately filed with the Securities and Exchange
Commission.
21
EXHIBIT 2--BMS CONTRACT COST STRUCTURE
Contract Year (e.g. 2001 etc) _______
Please provide the following Exhibit annually and indicate in the Column
entitled Cost Applicable to Contract whether or not any spend occurred or will
occur in contract year indicated
COST APPLICABLE TO
CONTRACT
--------------------------
FIXED COSTS
--------------------------
Payroll Expenses: (A) (A) FIXED PERSONNEL (B) VARIABLE PERSONNEL
Rent:
Utilities: RSA Manager RSAs
Depreciation: RSA Director Finance Bookkeepers
Insurance Finance Manager Event Coordinators
-------------------------- Finance Supervisor Associate Event Coordinators
Variable Costs: Event Coordinator Manager Event Coordinator Team
-------------------------- Leaders
Payroll Expenses (B) Admin. Assistants RSA Support
Audience Generation Supervisor RSA Support Supervisor
VARIABLE OVERHEADS Application & DB Manager Specialists/RSVP Reps
Head Hunting Fees Data Analysis Audience Generation Manager
Relocation Costs Network Administrator
Temporary Personnel General Manager
Advertising Director Operations
Auto Expenses Client Services
Conventions & Courses Client Services Supervisor
Consulting Office Manager
Contributions
Data Processing Note: Above position descriptions were taken from the descriptions
Dues & Subscriptions wages reconciliation
Sales Meeting
Travel
Entertainment
Equipment Rental
Office Supplies
Outside Services
Recruiting
Postage & FedEx
Printing
Professional Fees
Promotion & Gifts
Rent
Repairs & Maintenance
Bank Charges
Telephone
Utilities
Bad Debt Expense
Miscellaneous
(A) FIXED PERSONNEL
--------------------------
RSA Managers
RSA Director
Finance Manager
Finance Supervisor
Event Coordinator Manager
Admin. Assistants
Audience Generation
Supervisor
Application & DB Manager
Data Analysis
Network Administrator
General Manager
Director Operations
Client Services
Client Services
Supervisor
Office Manager
NOTE: Above position descriptions were taken from the descriptions used on the
quarterly salaries and wages reconciliation
22
EXHIBIT 3--SCORECARD
[***](The following 5 pages have been omitted)
-----------------------------
[***] Omitted pursuant to a request for confidential treatment. The omitted
material has been separately filed with the Securities and Exchange
Commission.
23
EXHIBIT 4
------------------------ ------------
XXXXXXX-XXXXX SQUIBB BORON XXXXXX
------------------------ ------------
COMMUNICATIONS AND REPORTING PLAN
FOCUS FREQUENCY REPORT(S) PARTICIPANTS VEHICLE
------------------------------------------------------------------------------------------------------------------------------------
External: Weekly Action Points X. Xxxxxxxx X.Xxxxxxx Conference Call
Tactics, Issues, X. Xxxxx X. Xxxxxxx or Video
and Processes X. Xxxxx X. Xxxxx Conferencing
X. Xxxxxx Other BLP tbd (1 hour)
------------------------------------------------------------------------------------------------------------------------------------
Internal: Weekly Action Points X. Xxxxxxxx n/a Meeting following
Tactics, Issues, X. Xxxxx above conference
and Processes X. Xxxxx call (30 min)
X. Xxxxxx
------------------------------------------------------------------------------------------------------------------------------------
Program Every 2 weeks during Scorecard with Executive X. Xxxxxxxx X. Xxxxxxx Meeting
Performance first quarter. Summary X. Xxxxx X. Xxxxxxx
Review Monthly for Other Performance X. Xxxxxx X. Xxxxx
remainder of year Measures X. Xxxxxxx Other BLP tbd
- As indicated by Scoreboard X. Xxxxxxxxxx-Xxxxx
- Ongoing X. Xxxx
Event Volume and Budget X. Xxxxx
Projections X. Xxxxx
------------------------------------------------------------------------------------------------------------------------------------
Field Issues - Monthly Action Points X. Xxxxxxxx X. Xxxxxxx Teleconference
Field Input Team X. Xxxxx X. Xxxxxxx
X. Xxxxx X. Xxxxx
X. Xxxxxx Other BLP tbd
BMS Field Input Team
------------------------------------------------------------------------------------------------------------------------------------
Strategic Monthly during first Executive Report X. Xxxxxxx X. Xxxxx X. XxXxxx Presentation to
Business Review quarter. - Performance X. Xxxxx S. Xxxxx X. Xxxxxxx Executive Sales,
Quarterly for - Issues & Resolutions X. Xxxxx X. Xxxxxxxx X. Xxxxxxxxxxx Strategy
remainder of year. Area VP's X. Xxxxxx Other BLP tbd & Operations,
X. Xxxx X. Xxxxxx and MTSO Mgmt.
X. Xxxxx
X. Xxxxxxxxxx-Xxxxx
X. Xxxxx
------------------------------------------------------------------------------------------------------------------------------------
24
EXHIBIT 4
CONTACT GRID
---------------------------------------------------------------------------------------------------------
XXXXXXX-XXXXX SQUIBB BORON XXXXXX
------------------------------------------------------- ------------------------------------------------
AREA OF RESPONSIBILITY PRIMARY BACK-UP PRIMARY BACK-UP
---------------------- -------------------------- --------------------------- -------------------------- --------------------
Program Oversight Xxxx Xxxxxxxx and Xxxxxxx Xxxxx Xxxxxx and Xxxx Xxxxx Xxxxx Xxxxxxx 1. Xxx Xxxxxxx
Xxxxx
Program Management Xxxxxxx Xxxxx 1. Xxxx Xxxxxxxx Xxxxxx Xxx Xxxxx 1. Xxx Xxxxxxx
2. Xxxxx Xxxxxx
Performance Tracking and Xxxx Xxxxxxxx 1. Xxxxxxx Xxxxx IT Services Manager 1. Xxxxx Xxxxxxxx
Reporting 2. Xxxxx Xxxxxx 2. Xxx Xxxxxxxx
Contract Adherence Xxxx Xxxxxxxx 1. Xxxxxxxx Xxxxxxx Xxxxx Xxxxxxx 1. Xxxx Xxxxxxxxxxx
2. Xxxxxx Xxxxx
Field Input, Training and Xxxx Xxxxx 1. Xxxx Xxxxxxxx Xxx Xxxxxxx 1. Xxxxx Xxxxxxx
Compliance 2. Xxxxx Xxxxxx
Program Relaunch Xxxx Xxxxx 1. Xxx Breo Xxxxx Xxxxxxx 1. tbd
2. Xxxx Xxxxxxxx
Program Volume Projections Xxxxxxx Xxxxx and 1. Xxxx Xxxxx Xxx Xxxxx 1. tbd
Xxxx Xxxxxxxx 2. X. Xxxxxxxxxx-Xxxxx
Budget Management and Xxxxxxx Xxxxx and 1. Xxxx Xxxxx Xxx Xxxxx 1. Xxxxx Xxxxxxx
Invoices Xxxx Xxxxxxxx 2. X. Xxxxxxxxxx-Xxxxx
Issues Resolution and Xxxx Xxxxx 1. Xxxx Xxxxxxxx Contact Points by Function 1. Xxxxx Xxxxxxx
Escalation
Processes and MedEd Best Xxxxx Xxxxxx-Xxxxxx 1. Xxxx Xxxxxxxx Xxx Xxxxxxx 1. Xxxxx Xxxxxxx
Practices 2. Xxxxxxx Xxxxx
------------------------------------------------------------------------------------------------------------------------------------
25
