EXHIBIT 10(i)
EXHIBIT 10(i)
AGREEMENT
Effective with the last authorization date on page 4, the Regents of the
University of Minnesota (hereafter referred to as "University"), a non-profit
corporation of the State of Minnesota with principal offices located at 000
Xxxxxx Xxxxxx X.X., Xxxxxxxxxxx, XX 00000 and Health Outcomes Management, Inc.
(hereafter referred to as "Health Outcomes"), with principal offices located at
0000 Xxxxxxxxxx Xxxxxx X.X., Xxxxxxxxxxx, XX 00000, agree as follows:
* The purpose of this Agreement is to replace the previous Agreement of July
7, 1993 based on currently available information, and to clarify the
relationship between the "University" and "Health Outcomes".
* As information, Data Med Clinical Support Services, Inc., a publicly traded
corporation, changed its name to Health Outcomes Management, Inc. on
September 21, 1995.
* The staff of the Xxxxxx Institute of Pharmaceutical Care at the University
of Minnesota has been working cooperatively with "Health Outcomes". The
Xxxxxx Institute staff has provided many pharmaceutical care concepts and
pharmacy practice approaches. "Health Outcomes" has contributed its
knowledge of healthcare computer systems especially Outcomes Management
documentation techniques and data structures which are readily completed by
pharmacists in the course of their consultation with patients and the
provision of "Patient-Centered Pharmaceutical Care(TM)" at community
pharmacies.
* The term of this new Agreement will be three (3) years starting with the
last authorization date on page 4, with annual continuing terms thereafter
unless one party notifies the other in writing with sixty (60) days notice
of its desire to terminate.
* The software is the programming system consisting of screen design and
programming code which is owned "Health Outcomes" is called "Assurance
Coordinated Pharmaceutical Care System(TM)". Through analysis of the
"University's" data and working with the "Health Outcomes" program, the
"University" is able to provide recommendations as to how "Health Outcomes"
may improve the software.
* The practice of community pharmacy which is owned and marketed by "Health
Outcomes" is called "Patient-Centered Pharmaceutical Care(TM)".
* "Health Outcomes" agrees to work with no other university worldwide and the
Xxxxxx Institute ("University") agrees to work with no other computer
software supplier worldwide during the term of this Agreement on this
subject of software which addresses a coordinated pharmaceutical care
system.
* It is understood by both parties that the "University" will receive a
current working copy of the Assurance Coordinated Pharmaceutical Care
System(TM) for development work at the University's offices but not for
commercial use in the practice of a Community Pharmacist.
* Sire License Fees, Training Fees and Support Fees to Community Pharmacies
will be established by "Health Outcomes" for the software. Current fees
are:
Site License Fee: $150 per month per Community Pharmacy
Support Fee: $200 per month per Community Pharmacy
Training Fee: $900 for a three (3) day course for each trainee
conducted in Health Outcomes' training facilities.
* During the term of this updated Agreement, "Health Outcomes" has paid and
will pay a royalty fee to the University of Minnesota - Office of Research,
Technology and Transfer Administration. This royalty fee shall be paid on a
quarterly basis. The first quarter shall be from the signing of this
Agreement through December
31, 1997. Payment for all royalties due from "Health Outcomes" during this
period shall be due and payable sixty (60) days after the close of the
quarter. Thereafter, each quarter will consist of three calendar months
(ending March 31, June 30, September 30 and December 31 for the remainder
of the term of this Agreement), and payment of all royalties due for any
quarter will be due to the "University" within sixty (60) days after the
end of said quarter. The royalty fees shall be paid according to the
following:
a. First 500 community pharmacies licensed worldwide: 20% of all Site
License Fees received by "Health Outcomes".
b. Next 500 community pharmacies licensed worldwide: 18% of all Site
License Fees received by "Health Outcomes".
c. All other community pharmacies beyond 1,000 licensed worldwide: 15% of
all Site License Fees received by "Health Outcomes".
* Health Outcomes shall keep and maintain records of sales, leases, and other
dispositions of the software. Such records shall be open to inspection at
reasonable times by a certified public accountant chosen by the
"University" and acceptable to Health Outcomes. Such inspection shall be
made at the "University's" expense. The "University" agrees to hold such
records confidential, except as may be necessary to maintain an action
against "Health Outcomes" for breach of this Agreement. The records
required by this paragraph shall be maintained and available for inspection
for a period of three (3) years following the calendar quarter to which
they pertain. This paragraph shall survive termination of this Agreement.
* Royalty payments will be made to "The Regents of the University of
Minnesota".
* Communications concerning payments, notices, or other administrative
matters concerning this agreement shall be addressed as follows:
In case of the "University":
Department of Software Marketing
Office of Patents and Technology
University of Minnesota
Suite 201
0000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000-0000
Ph: 000-000-0000
Fax: 000-000-0000
In case of Health Outcomes:
Xxxxxxx X. Xxxxx, Jr.
Health Outcomes Management, Inc.
0000 Xxxxxxxxxx Xxxxxx X.X.
Xxxxxxxxxxx, XX 00000
Ph: 000-000-0000
Fax: 000-000-0000
* This Agreement is made between the two parties and is not assignable to any
other parties under any circumstances without written agreement by
"University" and "Health Outcomes".
* For "Health Outcomes", CONFIDENTIAL INFORMATION shall mean computer
programs, technical or business information or disclosed to "University".
For the "University", CONFIDENTIAL INFORMATION shall mean data or data
analysis or business information furnished or disclosed to "Health
Outcomes".
CONFIDENTIAL INFORMATION that is disclosed to one party by the other shall
be either (I) in tangible form and clearly labeled or marked confidential,
proprietary or its equivalent, or (ii) if disclosed orally or visually and
designated as confidential, proprietary or its equivalent it shall be at
the time of its disclosure and reduced to writing and clearly marked
confidential, proprietary or its equivalent.
A party receiving CONFIDENTIAL INFORMATION shall restrict the use of the
CONFIDENTIAL INFORMATION to those purposes necessary for the performance of
the receiving party's obligations under this Agreement. Any external
communication of the other parties CONFIDENTIAL INFORMATION must be
approved in writing.
1. is in public domain by use and/or publication at the time of its
receipt from the disclosing party; or
2. was already in its possession prior to receipt from the disclosing
party or is developed independently of CONFIDENTIAL INFORMATION
received from the disclosing party; or
3. is properly obtained by recipient from a third party with a legal
right to disclose such CONFIDENTIAL INFORMATION and such third party
is not under a confidentiality obligation to the disclosing party; or
4. is required to be disclosed by law, regulation, or a properly issued
subpoena.
Any and all CONFIDENTIAL INFORMATION received by either party from the
other, upon request shall be promptly returned.
Both parties to this Agreement shall take all steps reasonable to protect
the CONFIDENTIAL INFORMATION to third parties or employees with appropriate
notice, agreement, and/or instruction with respect to use, copying
modification, and protection of the material.
* Both parties agree to keep the studies being conducted and the research
results that pertain to the development of the software system strictly
confidential between the parties. Any external communication must be
approved in writing by both parties.
* The data, results and analysis of the data related to or resulting from the
development of the Minnesota Pharmaceutical Care Project are the sole
property of the "University" and may be published, analyzed, or used in any
manner designed by the "University"..
* The "University" and "Health Outcomes" understand that the information
provided by the Assurance Coordinated Pharmaceutical Care System(TM) is
advisory only and that the pharmacist or physician has the complete and
final responsibility for determining the plan and/or dosage for the
patient. The "University" shall not be responsible for any negligence on
the part of "Health Outcomes" nor shall "Health Outcomes" be responsible
for any negligence on the part of the "University".
* "Health Outcomes" agrees to indemnify the "University" and hold the
"University" harmless against all liabilities, demands, expenses or losses
arising (I) from the manufacture, use, lease, sale, or other disposition of
the software by "Health Outcomes" (ii) from a third party's use of the
software or other product or service purchased, leased, or otherwise
acquired from "Health Outcomes", or (iii) from a third party's manufacture
of a product or provision of a service at the request of "Health Outcomes".
"Health Outcomes agrees to maintain liability insurance to insure against
any of the above liabilities. At the "University's" request, "Health
Outcomes" shall proved "University" with certification of such insurance.
The provisions of this article shall
survive termination of this agreement.
* The signatures below represent the agreement of both parties to the terms
of this Agreement which replaces all previous Agreements concerning the
software system described in this Agreement.
HEALTH OUTCOMES MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxx, Jr.
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Xxxxxxx X. Xxxxx, Jr., President/CEO
Authorization Date: 8/25/97
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REGENTS OF THE UNIVERSITY OF MINNESOTA
By /s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx, Interim Asst. Vice President
Office of Research and Technology Transfer Administration
Authorization Date: 10/29/97
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XXXXXX INSTITUTE OF PHARMACEUTICAL CARE-
UNIVERSITY OF MINNESOTA
By /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, Pharm.D., Director: Xxxxxx Institute of Pharmaceutical Care
Authorization Date: 8/29/97
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