1
Exhibit 10.2
THIS EXHIBIT CONTAINS CONFIDENTIAL INFORMATION WHICH HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIAL TREATMENT REQUEST UNDER RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED. THE CONFIDENTIAL INFORMATION ON PAGES 1, 3, 6, 7, 15, AND 16 HAS BEEN
REPLACED WITH ASTERISKS.
IPNI / XXXXXX 2000 ROLL-OUT AGREEMENT
This Agreement is made and entered into on this 20th day of January, 2000, by
and between i Physician Net, Inc, a Delaware corporation (hereinafter referred
to as "IPNI") with offices located at 0000 Xxxxx Xxxxxx Xxxxxx Xxxxx, Xxxxx 000,
Xxxxxxxxxx, Xxxxxxx 00000 and X. X. Xxxxxx & Co., a Delaware corporation,
located at 0000 Xxx Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxx 00000 (hereinafter referred
to as "Xxxxxx").
WHEREAS, IPNI has developed and is engaged in the business of
establishing, installing and maintaining a network of personal videoconferencing
devices at select physician's offices.
WHEREAS, Xxxxxx desires to use the IPNI System (hereinafter defined)
and participate in the roll out of the Network (hereinafter defined).
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties hereto agree as follows:
1. Term. The term of this Agreement shall begin as of January 1, 2000 and
remain in effect until December 31, 2000, unless earlier terminated as
provided herein.
2. Definitions.
2.1 "IPNI System" means the IPNI personal video conferencing
system as described in Exhibit 2.1. The IPNI System is
intended to facilitate videoconferencing and other
communications between pharmaceutical companies and qualified
physicians.
2.2 "Category" means one of two prescriber categories, either
Sleep or Arthritis.
2.3 "Categories" means both prescriber categories, Sleep and
Arthritis.
2.4 "Network" means a private computer network environment which
allows selected users who have been given authority to access
and use such Network to communicate with and transmit data to
each other.
2.5 "Qualified Installed Physician" means a physician **** who (i)
is classified as **** (ii) has received the necessary training
and equipment in order to access and use the IPNI System;
(iii) has agreed to participate in the IPNI System and in the
collection of data for the Network; and (iv) participates in
calls with Xxxxxx.
2.6 "Services" means IPNI System Services, Network Services and
any other service provided by IPNI pursuant to this Agreement.
2.7 "Volume Decile Ranking" means the method by which Xxxxxx ranks
and classifies ****. Such ranking will be provided to IPNI by
Xxxxxx.
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February 1, 2000
Page 2
2.8 "Roll out Schedule" means the anticipated schedule, including
the number, frequency and anticipated month of installation of
Qualified Installed Physicians by IPNI on the IPNI System
during the term of this Agreement. The anticipated Roll-out
Schedule is attached as Exhibit 2.8.
2.9 "Monthly Potential Physician Calls" means the number of
Qualified Installed Physicians x one (1) potential call per
Qualified Installed Physician per month.
2.10 "Qualified Calls" means each unique monthly call to Xxxxxx per
Qualified Installed Physician, of longer than sixty (60)
seconds in duration. No more than two (2) calls from the same
Qualified Installed Physician within the same month will be
counted, nor will any calls from a Qualified Installed
Physician be counted when a Xxxxxx flag is set and notice is
given that Xxxxxx will not be receiving calls on a given day,
or if the call is placed to Xxxxxx at any time other than
Xxxxxx'x hours of operation. However, up to one call per month
per Qualified Installed Physician will count, if that call is
during normally published hours and fails due to Xxxxxx'x not
answering said call. In addition, IPNI "test" calls and calls
that are unable to connect due to technical problems are
excluded.
2.11 "Monthly Call Volume Percentage" means the number of Qualified
Calls divided by the number of Qualified Installed Physicians
in the given month.
2.12 "Pilot Physicians" means any physician installed by IPNI
during the Pilot Program in 1998, or physicians installed by
IPNI during the period of January, 1999 through June, 1999,
which were installed to replace inactive physicians.
2.13 "Pilot Program" means the program that was initiated pursuant
to the agreement entered into between IPNI and Xxxxxx, dated
August 20, 1997.
3. The Project. As of the date hereof, IPNI has established the IPNI
System, which allows selected users to participate in video
conferencing. The IPNI System and the Network will allow Qualified
Installed Physicians to communicate with Xxxxxx regarding Xxxxxx
products and detailed sales aids, and allow Qualified Installed
Physicians to access information provided by Xxxxxx on various computer
screens. The Network will allow IPNI to collect and acquire data from
the Qualified Installed Physicians activities on the IPNI System.
4. IPNI System. IPNI shall provide the following IPNI System Services:
3
* Confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to a confidential treatment
request.
IPNI Roll-out Agreement
February 1, 2000
Page 3
4.1 Recruitment of Physicians. IPNI agrees to recruit Qualified
Installed Physicians for participation in the Project in
accordance with the Roll-out Schedule in Exhibit 2.8. IPNI
agrees to recruit Xxxxxx targeted physicians, such that ****
of all recruited physicians are **** of all recruited
physicians are ****. IPNI agrees to provide Xxxxxx with all
necessary information regarding the recruited physicians to
allow Xxxxxx to verify and confirm the decile ranking of the
recruited physicians. For purposes of this Agreement, Pilot
Physicians shall be considered Decile 1-5, Qualified Installed
Physicians. In no event shall the total number of Pilot
Physicians exceed 250.
4.2 Equipment/Training of Qualified Installed Physicians. IPNI
will be responsible for all recruiting, installations and
promotions of the IPNI System in the offices of the Qualified
Installed Physicians. IPNI is responsible, at its cost, for
all training, including initial and follow-up training, of
Qualified Installed Physicians on the use of the IPNI System.
IPNI agrees to provide any necessary follow-up training on a
periodic basis, or as requested by the Qualified Installed
Physician or by Xxxxxx on behalf of the Qualified Installed
Physician.
4.3 Installation and Expenses. IPNI shall supply all equipment,
hardware and software required for the installation and
operation of the IPNI System for use in the head office of
Xxxxxx ( a list of IPNI System hardware and software is set
forth in Exhibit 4.3). Installations in additional office
locations will be subject to a one-time installation charge
covering labor and additional telecommunication equipment,
such as routers or additional servers, and any incremental
telecommunication charges between the head office and
additional site locations, payable by Xxxxxx to IPNI. With the
exception of such additional site charges, IPNI shall be
responsible for the cost of installation, maintenance and
service of the IPNI System, including IPNI telecommunication
installation. The IPNI System shall be connected at all times
to the IPNI installed telecommunications outlet and a
permanent source of electrical supply. The cost of such
electrical supply shall be the responsibility of Xxxxxx. IPNI
shall provide Xxxxxx with training materials to assist Xxxxxx
with the operation of the IPNI System.
IPNI agrees to provide Xxxxxx with sufficient IPNI Systems to
meet the needs of Xxxxxx'x sales force and medical affairs
department during the term of this Agreement based on an
anticipated installed base of Qualified Installed Physicians,
per Exhibit 2.8 Roll-out Schedule.
4.4 Non-exclusive License to IPNI System. IPNI hereby grants to
Xxxxxx and Xxxxxx hereby accepts, a limited, non-exclusive
license to use the IPNI System for real time, one-to-
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February 1, 2000
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one video calls and provision of other products and
promotional services through the Main Screen and Second
Screen.
4.5 Main Screen/Second Screen. IPNI shall place a Main Screen and
a Second Screen (collectively, the "Screens") on each
Qualified Installed Physicians' computers. Xxxxxx shall be
responsible for the design of content for Xxxxxx'x Second
Screen, and any modification or alterations thereto from time
to time. IPNI shall replace the material of up to 25 megabytes
within 5 business days of IPNI's receipt, provided that IPNI
shall have received at least 10 business day's notice of
Xxxxxx'x intent to change such materials. In no event shall
IPNI alter or otherwise modify any Xxxxxx provided Second
Screen material in any respect without the prior written
consent of Xxxxxx.
4.6 Physician Compliance. IPNI will make its best efforts to
ensure physician compliance with the terms of their contract
with IPNI. Specifically IPNI undertakes to monitor Qualified
Installed Physician usage of the IPNI System, and, in the
event of continuous failure to fulfill the contractual usage
obligations, and after the provision of a reasonable remedy
period not to exceed sixty (60) days, IPNI will remove such
non-compliant physician from the Network and replace with the
next physician to be installed.
4.7 Qualified Calls. IPNI will use its best efforts to ensure that
each Qualified Installed Physician makes one Qualified Call
per month.
5. The Network. IPNI shall provide the following Network Services:
5.1 Establishment of the Network. As of the date hereof, IPNI has
established a Network which includes the components, features
and resources set forth in Exhibit 5.1. The Network will allow
IPNI to collect and acquire data from Qualified Installed
Physicians.
5.2 Maintenance of the Network. IPNI shall use its best effort to
ensure that the Network is operational during Xxxxxx'x posted
hours of IPNI System operation.
5.3 Use of Network. IPNI shall grant and make available to Xxxxxx
full and complete access to the Network for purposes of
communicating and providing information to Network physicians.
Through the Network Xxxxxx shall have access to the Usage
Database. IPNI shall install or otherwise provide any and all
software necessary to enable Xxxxxx to access the Network.
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February 1, 2000
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5.4 Xxxxxx Usage Database. IPNI shall create an electronic data
base containing the information specified in Exhibit 5.4
("Usage Database"). The Usage Database will include the
information set forth in Exhibit 5.4.
IPNI hereby grants to Xxxxxx a non- exclusive license to use
the Xxxxxx Usage Database and data contained therein for any
purpose. IPNI shall not disclose the Xxxxxx Usage Database or
data contained therein to any other third party or otherwise
allow any third parties to view such data, unless such data is
viewed on an aggregated basis, such that Xxxxxx'x Usage Data
cannot be reasonably identified as originating from Xxxxxx.
Notwithstanding the above, in no event shall such data mention
a Xxxxxx product or identify any therapeutic class.
5.5 Usage Reports. Each month, by the fifth business day of the
month, IPNI shall provide Xxxxxx a report of the previous
monthly activity, via electronic transmission containing the
following information:
(i) Executive Summary
(ii) Call Statistics: Rolling 12 months
(iii) Call Statistics: Current Month
(iv) Face-to-Face Connections - Current Month
(v) Call Attempts by Time of Doctors Calls - Current
Month
(vi) Doctors' Call Attempts by Time of Day (Graph)
(vii) Doctors' Call Attempts by Day of Week (Graph)
(viii) Date of Call
(ix) Time of Call ( CST or CDT)
(x) Length of Call
(xi) Name of Physician
(xii) Physician Decile Ranking
(xiii) Name of Rep
(xiv) Product Detail Aids Displayed
6. IPNI Advisory Board. IPNI agrees to grant to Xxxxxx the right to
appoint one (1) executive to represent Xxxxxx on the IPNI Client
Advisory Board for the duration of this Agreement. Xxxxxx agrees that
such executive will be a Director level or above. Xxxxxx may designate
an alternate representative at its discretion. Searle representatives
shall attend at least seventy-five percent (75%) of the annual Client
Advisory Board meetings. The Client Advisory Board will provide
guidance and advice to IPNI management regarding such matters as client
and physician relations, recruiting, hours of operation, policies and
procedures, additional networks, system content and physician services.
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* Confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to a confidential treatment
request.
IPNI Roll-out Agreement
February 1, 2000
Page 6
7. Xxxxxx'x Obligations.
7.1 IPNI System. Xxxxxx agrees to use its best efforts to protect
the IPNI System against abuse and further agrees that it will
adhere to such code of practice as shall be established and
mandated by IPNI in consultation with IPNI's Client Advisory
Board which shall consist of representatives from all of the
IPNI Client pharmaceutical companies.
7.2 Content. Xxxxxx shall be responsible for the cost of
production of all detail aids and Xxxxxx Secondary screen
material and telecommunication costs for downloading content
to physician units.
7.3 Training. Xxxxxx agrees to compensate IPNI for all reasonable
out-of-pocket costs related to the training of Xxxxxx'x users
of the system by IPNI, its representatives or agents, subject
to receipt of Xxxxxx'x prior written approval of an estimate
provide by IPNI, which estimates shall be within 10% of actual
costs. Such training costs to include reasonable training fees
charged by IPNI or its representatives or agents. Xxxxxx shall
be responsible for their representatives' travel and
accommodation costs. Prior to commencing any training
activities, IPNI shall submit a training proposal, including
all associated costs, for Xxxxxx'x written approval.
8. Standard of Performance. IPNI shall at all times use its best efforts
and all due diligence in performing the Services and shall comply with
all applicable laws and regulations. All Services shall be performed in
accordance with generally accepted professional standards and to
Xxxxxx'x reasonable satisfaction. IPNI shall use its best efforts to
ensure that the IPNI System and Network is operational as set forth in
this Agreement. Furthermore, IPNI shall ensure that the Screens are
maintained on the IPNI Systems in accordance with this Agreement.
9. Compensation. In consideration for IPNI's performance of the Services
and subject to paragraph 10 below, Xxxxxx will pay IPNI a monthly fee
for each Qualified Installed Physician, based on the ****, as specified
in the rate matrix provided in Exhibit 9.
In addition, Xxxxxx agrees to pay IPNI for actual on-line usage and
content downloading, at the rate of ****, for which IPNI provides
appropriate documentation, third party billing and support of the
charges to Xxxxxx. Partial minutes shall be prorated.
10. Payment. An advance payment in the amount of **** ("Advance Payment")
was made to IPNI under the previous agreement for
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* Confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to a confidential treatment
request.
IPNI Roll-out Agreement
February 1, 2000
Page 7
these services, dated June 30, 1999. All subsequent monthly fees
payable by Xxxxxx shall be accounted against the remaining balance of
the Advance Payment paid to IPNI under the previous agreement. At such
time as cumulative monthly xxxxxxxx shall exceed ****, Xxxxxx will
provide payment to IPNI for any monthly billing or portion thereof that
which exceeds the Advance Payment per the terms of this Agreement and
subject to this Section 9.
Within five (5) business days of the last business day of each calendar
month, IPNI shall submit monthly invoices to Xxxxxx for its fee, based
on the rate matrix provided in Exhibit 9. Each such invoice shall
included detailed information regarding the qualified installed
physicians, physician classifications, and the aggregate call volume
percentage and shall be accompanied by any other supporting reports or
information reasonably satisfactory to Xxxxxx, as needed to verify call
volumes against Xxxxxx'x call activity records. Each invoice will
include a separate line item for each physician classification, as well
as a separate line item for on-line usage charges.
Xxxxxx shall pay IPNI within thirty (30) days after receipt of IPNI's
invoices, provided IPNI has complied in all material respects with the
terms of this Agreement. Xxxxxx reserves the right to withhold payment
of any disputed portion of any invoice until resolution of such
dispute. All IPNI records for monthly call volume shall be able to be
reasonably reverified by Xxxxxx recording of call volume and call
attempts.
Invoices shall include the project number and shall be sent to: Xxxxxx,
XX Xxx 0000, Xxxxxxx, Xxxxxxxx 00000-0000, Attn: Rich Trio.
IPNI agrees to keep accurate and detailed records of all system
activity and xxxxxxxx related to Xxxxxx and Xxxxxx shall have the
right, at its own expense, and upon five (5) business days notice to
audit such records during normal business hours for the sole purpose of
verifying the accuracy of the invoices submitted by IPNI and the
amounts paid or payable by Xxxxxx.
11. Confidentiality. IPNI, in connection with its performance of the
Services, and Xxxxxx in connection with its use of the Services, may
receive or have access to confidential materials and information of the
other, both written and oral. All of such materials and information
(including without limitation technical, scientific, financial,
strategic, marketing , product information, physician lists, or Volume
Decile Ranking information), are collectively defined as "Confidential
Information" and constitute the exclusive property of the disclosing
party.
For a period of five (5) years from the date hereof, neither party will
use (except to perform or use the Services) or disclose to third
parties any Confidential Information without the other party's prior
written consent. Each party shall also limit disclosure of the
Confidential
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February 1, 2000
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Information within its organization to those persons who need to know
such information to perform or use the Services.
The confidentiality obligations set forth above shall not apply to
Confidential Information which:
(a) is or shall become public knowledge through no, fault of
disclosing party; or
(b) is already in the other's possession (as evidenced by written
records pre-dating receipt); or
(c) becomes available to the other party from another source
without any limitations on it.
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12. Title to Intellectual Property.
12.1 Title to IPNI Intellectual Property. Except as set forth in
this Agreement, the IPNI System and the Network are
proprietary to IPNI and title thereto remains in IPNI. Other
than the rights in and to the IPNI System and the Network
granted hereunder, Xxxxxx shall not acquire any rights in the
IPNI System and the Network.
12.2 Title to Xxxxxx Intellectual Property. The parties acknowledge
and agree that Xxxxxx provided Second Screen content and sales
detail aids and data collected from the Qualified Installed
Physicians relating to calls to Xxxxxx are proprietary to
Xxxxxx and are the exclusive property of Xxxxxx. IPNI shall
not acquire any rights in the Xxxxxx provided Second Screen
content and/or sales detail aids, including patents,
copyrights, trademarks, trade secrets or other intellectual
property rights of any sort or type embodied therein.
13. Representations and Warranties. IPNI represents and warrants to Xxxxxx
that:
13.1 it owns all right, title and interest in and to the IPNI
System and the Network or otherwise has the right to grant the
license to use as set forth in this Agreement without
violating or infringing upon any rights of any third party and
without breach of any third-party license, and there is
currently no actual, or threatened suit by any third party
based on an alleged violation, infringement or breach by it.
13.2 it has all necessary corporate power and authority to enter
into this Agreement, to carry out its obligations hereunder
and thereunder and to consummate the transactions contemplated
hereby and thereby.
13.3 it has not violated any law or any governmental regulation or
requirement which violation has had or would reasonably be
expected to have a material adverse effect upon the financial
condition, operating results, assets operations or business
prospects of IPNI
13.4 the information systems used by IPNI in performing the
Services, to the extent it contains, operates on or uses logic
or processes pertaining to date/time data, is Year 2000
Compliant. For purposes of this paragraph, "Year 2000
Compliant" means capable of accurately, correctly and
consistently processing date/time data (including, but not
limited to, accepting, calculating, comparing, sorting,
sequencing and returning) prior to, during and after the
calendar year 2000 A.D., including leap year calculations and,
when used in combination with other information technology,
will accurately accept, exchange and process date/time data
and will permit use of the century portion of any
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February 1, 2000
Page 10
date fields without processing, special devices or technology
or extra costs to Xxxxxx and without error. In addition, the
parties agree that any business difficulties encountered by
either party due to Year 2000 issues shall not be deemed to
constitute an event of force majeure or otherwise operate to
relieve such party of its obligations under this Agreement or
any other agreement between the parties.
14. Indemnity. IPNI shall indemnify and hold Xxxxxx harmless from any
liability, loss, claim, injury, damage or expense (including reasonable
attorneys' fees and costs) incurred by Xxxxxx as a result of (a) any
negligent or willful act or omission by IPNI or its employees, agents
or subcontractors in the performance of the Services, (b) any breach of
this Agreement by IPNI, (c) any failure by IPNI to disburse funds
received from Xxxxxx to appropriate third parties, and (d) any claim of
infringement of the patent, copyright, trademark or other intellectual
rights of a third party as a result of IPNI's entering into this
Agreement or performing or making any obligations, representations or
covenants under this Agreement.
Xxxxxx shall indemnify and hold IPNI harmless from any liability, loss,
claim, injury, damage or expense (including reasonable attorneys' fees
and costs) incurred by IPNI as a result of (a) any negligent or willful
act or omission by Xxxxxx or its employees agents or subcontractors,
(b) any breach of this Agreement by Xxxxxx, or (c) any claim of
infringement of copyright or trademark by third parties as a result of
IPNI' use in connection with the Services of information provided by
Xxxxxx.
15. Insurance. As an independent contractor, IPNI will carry policies of
insurance sufficient to meet its obligations under this Agreement.
Xxxxxx will provide reasonable security for the IPNI equipment
installed in Xxxxxx facilities and will assume responsibility for loss
or damage for such IPNI equipment as a result of Xxxxxx'x acts or
omissions.
16. Termination of this Agreement:
16.1. This Agreement may be terminated by either party for cause
upon giving thirty (30) day written notice that includes
specific details of the alleged default, provided that the
defaulting party shall have first been given an initial sixty
(60) day notice to cure any default. Cause shall be defined as
the occurrence of any material default in the performance of
any covenant, agreement, term or provisions of this Agreement,
16.2. Xxxxxx shall have the option to terminate this Agreement on
July 31, 2000, without any requirement of notice, if IPNI has
not recruited the number of physicians specified in Exhibit
2.8 Roll-out Schedule by July 31, 2000.
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February 1, 2000
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16.3 Either party may immediately terminate this Agreement in the
event the other party commences or has commenced against it
any proceeding in bankruptcy, insolvency or reorganization
pursuant to bankruptcy laws, or law of debtor's moratorium.
16.4 In addition to any other rights it may have, Xxxxxx may
terminate this Agreement at any time on ninety (90) days'
prior written notice to IPNI for any reason. Upon such
termination, Xxxxxx will be liable, subject to paragraph 9,
for only those Services performed prior to termination and for
any non-cancelable commitments entered into by IPNI prior to
notice of termination.
16.5 Except for claims of infringement, neither party shall be
liable for any special, indirect, punitive or consequential
damages.
17. Return of Materials. Upon the expiration or termination of this
Agreement or at any other time upon Xxxxxx'x written request, IPNI
shall promptly deliver to Xxxxxx all Confidential Information and any
other materials (including preliminary outlines, notes, sketches,
plans, unpublished memoranda, and other documents) provided by, or
prepared for, Xxxxxx hereunder. Return of such materials shall be a
condition to receiving any final payment due hereunder. IPNI may not
retain copies of any such items without Xxxxxx'x prior written consent.
Upon expiration or termination of this Agreement, Xxxxxx will promptly
make available for IPNI all of the IPNI System and other Confidential
Information, including any copies of Confidential Information, and
cease use of the IPNI System for any purpose.
18. Relationship of Parties. IPNI's status hereunder shall be that of an
independent contractor and not an agent or employee. In no event shall
IPNI have any authority to enter into any contract or commitment in the
name of or on behalf of Xxxxxx, and IPNI shall not hold itself out as
having authority to do so, unless approved in writing in advance by
Xxxxxx.
19. Assignment. This Agreement may not be assigned, nor any right or
obligation delegated, by IPNI without Xxxxxx'x prior written consent.
20. Notices. All notices, requests, demands or other communications (other
than routine business communications and certain approvals and requests
for services by XXXXXX, which because of time constraints, may be made
by telephonic or other verbal notice) pertaining to this Agreement
shall be made by registered, airmail letter, postage prepaid, return
receipt requested or by telecopy directed to the other party as
directed below:
Party By Mail
----- -------
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to XXXXXX: 0000 Xxx Xxxxxxx Xx.
Xxxxxx, Xxxxxxxx 00000
Att'n: Xxxxx Xxxxxx
Telecopy: (000) 000-0000
w/copy to: 0000 Xxx Xxxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Att'n: General Counsel
Telecopy: (000) 000-0000
to IPNI: i Physician Net Inc.
0000 Xxxxx Xxxxxx Xxxxxx Xxxxx, #000
Xxxxxxxxxx, Xxxxxxx 00000
Att'n: Xxxx Xxxxxx
Telecopy: (000) 000-0000
No notice by telecopy shall be valid unless confirmed by registered,
airmail letter or overnight courier service dispatched within
twenty-four hours after dispatch of the telecopy. Notices shall be
deemed to be served as of the earlier of (i) receipt or (ii)
transmission (in the case of a telecopy) provided that notice is
confirmed as provided above. Either party may notify the other of a
substitute address or telecopy number for notices in the manner set
forth herein.
21. Controlling Law. The validity, interpretation and performance of this
Agreement and any dispute connected herewith shall be governed by and
construed in accordance with the laws of the State of Illinois, without
regard to its conflict of law principles.
22. Amendment. No agent, employee or other representative of either party
is empowered to alter any term of this Agreement, unless done in
writing and signed by authorized representatives of both parties.
23. Survival. All indemnification, confidentiality and warranty provisions
contained herein shall survive the expiration or other termination of
this Agreement.
24. Entire Agreement. This Agreement, together with the Attachments hereto,
contains the entire agreement of the parties with respect to the
subject matter hereof. No representations were made or relied upon by
either party other than those that are expressly set forth in this
Agreement.
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February 1, 2000
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If acceptable, please indicate your agreement to these terms by signing and
dating both originals of this letter as indicated below.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the dates set forth below.
Very truly yours, AGREED AND ACCEPTED:
X.X. XXXXXX & CO. I PHYSICIAN NET INC
By:_____________________ By:______________________
Xxxxxx X. Xxxx
President, Name: ___________________
U.S. Operations
Title:___________________
Date:____________________
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February 1, 2000
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Exhibits
2.1 IPNI System
2.8 Roll out Schedule
4.3 IPNI System hardware and software
5.1 Network components
5.4 Data contained in Usage Database
9. Rate Matrix
15
* Confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to a confidential treatment
request.
IPNI Roll-out Agreement
February 1, 2000
Page 15
EXHIBIT 2.8
IPNI / XXXXXX Roll-out Agreement
ROLL - OUT SCHEDULE
The schedule and expected number of physicians to be enrolled and activated on
the IPNI System is as follows:
DATE TOTAL INSTALLED PHYSICIANS*
---- ---------------------------
JULY 31, 2000 ****
DECEMBER 31, 2000 ****
* Cumulative totals for physician include two hundred fifty (250) physicians who
were enrolled in the Pilot Program.
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* Confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to a confidential treatment
request.
IPNI Roll-out Agreement
February 1, 2000
Page 16
EXHIBIT 9
IPNI / XXXXXX Roll-out Agreement
FEE STRUCTURE
-------------
****
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February 1, 2000
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EXHIBIT 2.1
IPNI / XXXXXX Roll-out Agreement
IPNI SYSTEM
The IPNI System is intended to facilitate videoconferencing and other
communications between pharmaceutical companies and qualified physicians. The
IPNI System operates over the Network and PC based personal videoconferencing
devices located in the offices of select qualified primary care physicians as
defined in Exhibit 5.1 and utilizes the equipment defined in Exhibit 4.3 at the
pharmaceutical company end of the Network
The IPNI System Main Screen for physicians contains the name of participating
pharmaceutical companies and indicators to the physician that a sales
representative or medical affairs professional has attempted a call and would
like a return call from the physician. In addition, the main screen contains
access to information and services provided by IPNI to participating physicians
currently including: references such as the PDR, daily news, sports, a daily
cartoon, and Internet access.
Each participating company has a "Second Screen referred to in Paragraphs
4.5,and 11.2. The participating company may place up to seven (7) sets of
promotional, educational, or entertainment material on its Second Screen.
Finally, each participating company may also provide detail sales aids for use
during physician videoconferences. The company sales representative controls the
use of all detail sales aids.
The IPNI System collects transactional data defined in Exhibit 5.4. Such data
are aggregated to monitor overall system performance. In addition, such data are
formatted into the reports referred to in paragraph 5.5.
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EXHIBIT 5.4
IPNI / XXXXXX Roll-out Agreement
XXXXXX USAGE DATABASE
---------------------
IPNI will provide to Xxxxxx a database of completed call transactional data for
each month within 15 calendar days of month end. The database will contain the
following elements:
Physician identification
Date and time of call initiation
Date and time of call completion
Duration of detail aid exposure by product
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IPNI Roll-out Agreement
February 1, 2000
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EXHIBIT 4.3
IPNI / XXXXXX Roll-out Agreement
IPNI SYSTEM HARDWARE AND SOFTWARE CONFIGURATION
IPNI resident configurations at the pharmaceutical company are fully detailed in
the IPNI Physical Planning Guide, which has been provided to Xxxxxx'x
management. This excerpt is a supplement/overview of that guide and will under
no circumstances replace that guide, which may be modified from time to time.
THE IPNI LOCAL AREA NETWORK (LAN)
- The IPNI LAN is a dedicated 100Mbps Ethernet network using TCP/IP
addressing for private networks.
- Stackable Hubs are used to connect the IPNI "client" workstations and
IPNI server onto the IPNI LAN
- The IPNI LAN is designed to operate in a single location. If the LAN
has to be extended to multiple locations, Routers and telecom lines may
be required (at Xxxxxx'x expense as addressed in paragraph 4.3 of this
agreement) to interconnect the LAN segments.
- The IPNI LAN is a closed loop with no full-time connection to the
Internet or any other local area networks.
- Authorized IPNI employees use restricted dial-up access to the LAN for
remote maintenance.
THE IPNI SERVER CONFIGURATION INCLUDES:
- A commercially available file server designed to provide network
security, database operations, and IPNI file storage for 100 client
stations. (Additional file/application servers may be added as
additional features are introduced.)
- An Un-interruptible Power Supply (UPS) protects all IPNI network
servers.
- A dedicated "support" ISDN 128Kbps dial-up circuit with an ISDN modem
is used for remote management.
- Software includes
- Operating System Software
- File, Print and Network Server Software (currently Microsoft
NT Server 4.0) is currently used as the network operating
system.
- IPNI remote management
- Virus detection
- Tape backup of the system
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IPNI Roll-out Agreement
February 1, 2000
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THE IPNI CLIENT CONFIGURATION INCLUDES:
- Multiple client stations (as addressed in paragraph 4.3 of this
agreement)
- One station is configured as the administrative station and may have an
attached printer.
- Each client station is a consumer Personal Computer with
videoconferencing hardware added.
- This additional hardware consists of an internal
videoconference board, camera, microphone, speakers, and an
ISDN network terminator
- Each client station is provided a dedicated 128Kbps ISDN dial-up
circuit.
- A dedicated support ISDN 128Kbps dial-up circuit with an ISDN modem is
used for remote management.
- Software includes
- Operating System Software
- The IPNI Pharma side application.
- IPNI remote management which includes videoconferencing
software and ISDN drivers)
- Virus detection
- IPNI remote management
- Utilities to support detailing formats
