Exhibit 10.12
MEDICAL EDUCATION SERVICES AGREEMENT
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THIS AGREEMENT, effective on September 30, 1999, (the "Effective Date"), is
between Xxxxxxx-Xxxxx Squibb Company, having its offices at 000 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx ("B-MS"), and Xxxxxxxxxxx.xxx Limited, with its head office at
Xxxxxxx Xxxxx, 0xx Xxxxx, 00-00 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxx XX 00,
("Company").
WHEREAS, B-MS is engaged in the development, distribution and sale of
pharmaceutical products supported by innovative, serial, interactive medical
education programs delivered via the internet and facilitated by BMS
representatives;
WHEREAS, Company is engaged in providing internet-based solutions to
pharmaceutical companies, physicians and patients as well as other services to
third parties; and
WHEREAS, the parties desire that Company provide management and logistical
coordination services related to the delivery of live, interactive, B-MS
sponsored opinion leader led, internet delivered programs in conjunction with a
B-MS representative (facilitator) to B-MS in accordance with the terms and
conditions hereinafter specified.
NOW, THEREFORE, in consideration of the promises contained herein and intending
to be legally bound hereby, the parties hereto agree as follows:
1. Definitions When used in this Agreement, the following terms shall,
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except where the context requires otherwise, have the meanings
identified below:
1.1. Attendee - Any person or persons participating in a medical
education Program or Meeting.
1.2. B-MS Relationship Reconciliation - A written summary of the
status of all Projects performed during the previous contract
year, as well as all active, ongoing Projects in the current
contract year, using the forms provided in Schedule E of this
Agreement.
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1.3. B-MS Relationship Review - A meeting between a designated Company
representative, as specified in a Project Order, and the
appropriate representative from B-MS, the purpose of which is the
review of the status of all Projects being performed, and those
completed, under this Agreement. All meetings required hereunder
shall be conducted in person, unless the Company's primary
offices are more than 200 miles from B-MS's Plainsboro/Princeton
area offices. In such event, teleconference or videoconference
meetings are an acceptable substitute.
1.4. Concierge - An employee of the Company assigned to manage all
logistics for executing a Program. The concierge will
specifically manage communications and logistics related to the
B-MS opinion leader.
1.5. Co-Pilot - An individual either from B-MS or the Company who will
co-facilitate the production of individual Programs.
1.6. extraNet Website - An internet site which will allow employees
from B-MS and the Company to access project management tools, a
calendar of past and planned Programs, promotional information,
training tools, and archived Programs.
1.7. Initial Term - The period of time commencing on the Effective
Date and terminating December 31, 2000, unless or until
terminated by either party in accordance with the terms of this
Agreement. This period is also referred to as "Stage One".
1.8. Management Fee - The fee payable by B-MS to Company for the
Services performed by Company related to any Meeting, Program or
Project, assigned to Company under this Agreement.
1.9. Meeting - A live, interactive B-MS opinion leader led, internet
delivered program in conjunction with a B-MS representative
(facilitator) participation for which Services are provided by
the Company hereunder. A Meeting may also be archived or
transferred to cd-rom or any comparable format for subsequent
viewing by a healthcare provider with or without a B-MS
representative.
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1.10. Milestone - A day set forth in each completed Project Order that
represents a critical step in the completion of a project or
service as defined in the project timeline.
1.11. Pass-Through Expenses - Those third party, and/or all other
expenses not included in the Management Fee incurred by the
Company on behalf of B-MS according to the procedures set forth
herein, either paid by the Company and reimbursable by B-MS or
directly billed to B-MS through preferred suppliers on behalf of
the Company.
1.12. Program - A live, interactive B-MS opinion leader led, internet
delivered program in conjunction with a B-MS representative
(facilitator) participation for which Services are provided by
the Company hereunder. A Program may also be archived or
transferred to cd-rolm or any comparable format for subsequent
viewing by a healthcare provider with or without a B-MS
representative.
1.13. Project - Any Program or Meeting, or series of thereof, assigned
to Company by BMS for the performance of Services related
thereto, under the terms of a Project Order attached hereto as
Schedule D, and hereby made a part hereof.
1.14. Project Reconciliation - A written summary of the status of each
Project including, without limitation, fees paid to Company for
each Project, and all expenses incurred by Company related to the
Project.
1.15. Project Review - A person to person meeting between a designated
Company representative, as specified in a Project Order, and the
appropriate representative from B-MS, the purpose of which is the
review of the status of any open Project or upon final completion
of a Project.
1.16. Ramp Down Costs - Costs associated with this Agreement or
Services provided pursuant to an active Project Order. These
costs will be partially reimbursed in the event the Agreement
expires after Stage One or Stage Two, terminates or is suspended.
Such costs may include, but are not limited to, the salaries,
fringe
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benefits and directly allocated overhead costs related to
the 3 month ramp down period for any employees who have spent
more than 80% of the prior 3 months working on B-MS projects
under this Agreement. The amounts and payment methodologies for
such Ramp Down Costs are to be negotiated within 30 days of the
decision to allow the Agreement to expire after Stage One or
Stage Two, or within 30 days after notification of early
termination or suspension of this Agreement.
1.17. Services - The Meeting or Program services performed in
accordance with a Project Order, subject to the performance
standards set forth in Schedule A or as modified in a specific
Project Order, to be provided by the Company to B-MS during the
term of this Agreement.
1.18. Speaker - Any person requested to speak or present at any
Meeting, Project or Program
1.19. Stage Two - A potential two-year renewal period from January 1,
2001 through December 31, 2002.
1.20. Stage Three - A potential two-year renewal period from January 1,
2003 through December 31, 2004.
2. Agreement Term
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2.1. The term of this Agreement shall commence on the Effective Date
and will continue in effect until December 31, 2000, unless or
until terminated by either party in accordance with the terms of
this Agreement. This initial term is also called Stage One of the
Agreement.
2.2. Based on acceptable performance levels by the Company during
Stage One as determined by B-MS, B-MS and the Company will enter
into discussions regarding a two year renewal of this Agreement,
Stage Two (January 1, 2001 through December 31, 2002), by
September 1, 2000 with final agreement on contract language,
exclusivity and payment methodologies for additional Programs by
October 31, 2000. Subject to the parties reaching agreement on
Xxxxx
0
Xxx, X-XX will employ reasonable best efforts to deploy
3,000 Programs during Stage Two of the Agreement. Activity scale
up in Stage Two will be contingent on anticipated reductions in
the price per program to be provided by the Company. Exclusive of
quality and/or technology issues and subject to B-MS's rights to
terminate under Section 14.1., if the parties do not reach an
agreement related to Stage 2 by October 31, 2000, Stage 1 and all
open Project Orders will be extended to April 1, 2001 or Project
completion whichever occurs last. Negotiations of any final Ramp
Down Costs and related Company service utilization will be
conducted and finalized between November 1, 2000 and November 30,
2000.
2.3. Based on acceptable performance levels by the Company during
Stage Two as determined by B-MS, B-MS and the Company will enter
into discussions regarding a two year renewal of this Agreement,
Stage Three (January 1, 2003 through December 31, 2004), by
September 1, 2002 with final agreement on contract language,
exclusivity and payment methodologies for additional programs by
October 31, 2002. Exclusive of quality and/or technology issues
and subject to B-MS's rights to terminate under Section 14.1., if
the parties do not reach an agreement related to Stage 2 by
October 31, 2002, Stage 2 and all open Project Orders will be
extended to April 1, 2003 or Project completion whichever occurs
last. Negotiations of any final Ramp Down Costs and related
Company service utilization will be conducted and finalized
between November 1, 2002 and November 30, 2002.
3. Services
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3.1. B-MS agrees to engage the Company in a minimum of three (3)
Project Orders during Stage One of this Agreement. Subject to the
initiation and successful completion, as determined by B-MS, of
the Services set forth in each Project Order, B-MS agrees to
compensate the Company up to a maximum of Five Million Dollars
($5,000,000) for Services provided under Project Orders 1 and 2.
It is anticipated that Project Order 3 will cover Services
provided by the Company
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in the preparation and facilitation of activities related to the
initial 240 broadcasts to begin July 1, 2000. The detailed
services, pricing and payment methodologies for Project Order 3
will be negotiated no later than March 31, 2000 and this
Agreement will be amended to include services, pricing and
payment methodologies for Project Order 3.
3.1.1. Project Order 1 will include, at a minimum, and require
the delivery of full documentation to support the
development of the initial business model concept for
B-MS requested services, development of B-MS directed
customization of the initial business plan, development
of initial high level processes, work plans, required
components for the initial 240 Programs and all
presentations to B-MS and related consulting services.
In addition, Project Order 1 will cover all consulting
services and processes developed to date. The payment
schedule, complete scope of services and activities
will be specified in Project Order 1, which shall be
submitted by the Company, and if acceptable to B-MS,
approved in writing by B-MS prior to the final
execution of this Agreement. The maximum payment for
Project Order 1 will be One Million Dollars
($1,000,000).
3.1.2. Project Order 2 will include, at a minimum, and require
delivery of documentation and prototypes for the design
and approval by B-MS of detailed process, work plans,
systems and organization structures for the opinion
leader recruitment and management system, the broadcast
scheduling and logistics system and the extranet
website. In addition, Project Order 2 will include and
provide full documentation of the design of detailed
processes and work plans for broadcast execution,
content management, training plans and curriculum
design for B-MS sales force, Co-Pilots, Concierges and
other necessary personnel related to the initial 240
programs, delivery of the database cross-match of the
POL membership to B-MS's T2001 database, services in
preparation and support for Neuroscience Opinion Leader
training and services related to the Plan of Action
meetings for the Neuroscience/Infectious
Disease/Dermatology (NID) sales force, as well as,
detailed work plans for
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all activities related to the 240 programs and
execution of activities related to retaining staff to
implement the 240 Program roll-out. The payment
schedule, complete scope of Services and related
activities will be specified in Project Order 1, which
shall be submitted by the Company and if acceptable to
B-MS approved in writing by B-MS prior to the final
execution of this Agreement. The maximum payment for
Project Order 2 will be Four Million Dollars
($4,000,000).
3.1.3. It is anticipated that Project Order 3 will cover
Services provided by the Company in the preparation and
facilitation of the initial 240 Programs to begin July
1, 2000. The detailed services, pricing and payment
methodologies for Project Order 3 will be negotiated no
later than March 31, 2000 and this Agreement will be
amended to include services, pricing and payment
methodologies for Project Order 3.
3.2. In addition to the initial 3 Project Orders, B-MS may, from time-
to-time, engage the Company to provide additional services by
submitting to the Company a written request for services which
shall set forth, in sufficient detail, the specifications and
such other project information as B-MS shall deem appropriate
("Additional services"). All Additional services performed by the
Company for B-MS shall be governed by the terms of this
Agreement.
3.3. Promptly after receipt of such request for Additional services,
the Company will provide a written proposal containing a
description of services and associated pricing for performance of
the Additional services in accordance with said description and
in accordance with Schedule C. The pricing for, and description
of services, which shall include the specifications, scope and
deliverables of the respective project, shall be submitted with a
completed Project Order, in the format attached hereto as
Schedule D.
3.4. In the event B-MS elects to have the Company perform such
Additional services for a Project, B-MS shall accept such
proposal in writing, signified by a completed Project Order,
signed by a duly authorized representative of each of the
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parties, whereupon the Company shall perform the Additional
services in accordance with the specifications for that project.
3.5. Any changes in specifications, deliverables, scope, or other
aspects of a Project specified in any Project Order must be
submitted in writing in a revised Project Order, approved and
executed by the Company and B-MS prior to the commencement of any
work related thereto, in accordance with Schedule C. Any
additional work not directly related to such changes is not
billable to B-MS.
3.6. For the purposes of this Agreement, scope changes include, but
are not limited to, additions to, reductions in or changes in the
type of work required for the Services set forth on the original
Project Order. Additional work required as a result of such scope
changes shall include hours that the Company will incur as a
result of such scope changes, provided the additional work is
approved by B-MS, in writing. Company will promptly submit the
necessary Project Order schedule(s), attached as Schedules D.1,
D.2 and D.3, to B-MS when there is a change of scope. The Project
Order schedules will include costs applicable to each scope
change, and shall reflect the new, total cost of the Project.
3.6.1. Additional work not resulting from scope changes
includes, among other things, (i) work required in
order to complete deliverables as outlined in the
Agreement or Project Order schedules, except where such
work is required due to the delay or failure of B-MS to
perform as required hereunder or in a Project Order and
(ii) work required in B-MS's reasonable discretion as a
result of poor quality, ineffective, incorrect, or
unsatisfactory work on the part of the Company.
3.7. Schedule D.1-D.3 will be attached to each completed Project
Order, as necessary, and submitted for all Services performed by
the Company. Estimated costs and hours for each Project will be
submitted on a separate form (one form per Project). For all
other Projects, pricing will be submitted in the Company's own
format, unless B-MS chooses to supply a form for such Projects.
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3.8. The Company represents and warrants that (i) it has sufficient
experience and expertise to perform all Services and Projects to
be performed hereunder, (ii) its personnel will perform all such
Services and Projects in accordance with the provisions of this
Agreement including the Confidentiality provisions, and (iii) it
shall utilize only individuals with suitable professional
training to perform such Services and Projects. The Company
shall, at no cost to B-MS, re-perform any work in compliance with
this warranty. In addition, all Services performed pursuant to
this Agreement shall be rendered in accordance with all
applicable industry standards and practices generally applicable
to the Company's and B-MS' industry, including, without
limitation, all relevant regulations, laws, guidelines and
standards including those set forth by the American Medical
Association ("AMA"), the U.S. Food and Drug Administration
("FDA"), the Accreditation Council for Continuing Medical
Education (the "ACCME") and the performance standards specified
in Schedule A.
3.8.1. Company agrees to provide logistical support consistent
with AMA, FDA and ACCME guidance for any medical
education program being developed by an independent
third party institution under an educational grant from
B-MS. The third party institution retains and is
responsible for exercising full control over the
structure and the content of any activity funded
through the grant by B-MS, including the selection of
instructors and presenters for any programs or
presentations. Generation of participants or audience
attendance for the funded independent medical education
program will be the responsibility of the third party
institution, however, Company may provide limited
assistance at the specific direction or request of the
third party institution.
3.9. Except as otherwise agreed in a Project Order the Company shall
furnish all personnel, facilities, equipment, material, supplies,
know-how and otherwise do all things necessary for, or incident
to, the performance of Services related to each Project. In
addition, the Company shall not charge B-MS for any Services
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including any Additional services performed by the Company's
employees under this Agreement if said employees are (i)
currently performing services for B-MS under a separate
agreement, and (ii) Company is charging B-MS a full time rate for
said employees under that separate agreement.
3.10. B-MS may, in its reasonable discretion, either reject personnel
assigned by Company to a Project, or request the Company to
remove an employee from any Project assigned to the Company
hereunder. Such requests will be reviewed by the parties in
advance of any personnel changes and will be considered under
nondiscriminatory conditions. In the event of such rejection or
removal, Company shall promptly identify a new person for
assignment to the Project. To the extent reasonably possible, the
Company must gain approval from B-MS at least two (2) months
prior to adding or removing any employee from any Project
assigned to the Company hereunder.
4. Payment
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4.1. For Services
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4.1.1. B-MS will pay the Company, as full and complete
compensation for satisfactorily providing the Services
and assuming all duties, responsibilities, and
obligations under this Agreement, a management fee and
pass through expenses in accordance with the rates and
pricing as specified in each Project Order as
negotiated and subject to the maximum amount set forth
in the Section 3 Services of this Agreement or as
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amended. The Company shall not incur any expenses to be
billed to B-MS for any Services without the prior
written approval by an authorized representative of
B-MS.
4.1.2. For Services requested by B-MS of the Company, effected
through a Project Order and matching the service
description, B-MS will pay the Company, as full and
complete compensation for satisfactorily providing the
Services and assuming all duties, responsibilities, and
obligations
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under this Agreement, a Management Fee not to exceed
that specified in each Project Order as negotiated.
4.1.3. Upon written approval by B-MS of each Project and the
related expenses, B-MS shall pay the Company a
Management Fee in accordance with the following
schedule UNLESS a separate payment schedule is
described as part of a completed Project Order:
4.1.3.1. One-third of the estimated budget net fifty-
five (55) days following B-MS' receipt of the
Company's invoice, in accordance with Section
4.2 below;
4.1.3.2. One-third of the estimated budget net fifty
five (55) days following B-MS' receipt of the
Company's second invoice, in accordance with
Section 4.2 below; and,
4.1.3.3. The remaining balance of actual costs related
to the Management Fee incurred for the Project
net fifty-five (55) days following receipt of
the Company's final invoice for such costs.
4.2. Billing Procedure: Company shall xxxx B-MS for fees in
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accordance with the Invoicing Guidelines in Schedule F. If a
separate payment schedule is NOT described in a specific Project
Order, the billing shall occur as follows:
4.2.1. The Company shall xxxx B-MS, promptly upon commencement
of the Project, for an amount equal to one-third of the
Project Management Fee set forth in the Project Order
for the respective Project.
4.2.2. At the Midpoint of a Project or Program, the Company
shall xxxx B-MS for an amount equal to one-third of the
Project Management Fee set forth in the Project Order
for the respective Project.
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4.2.3. Within thirty (30) days of completion of the proposed
Services and acceptance of deliverables for each
Project, the Company shall (i) submit to B-MS
reconciliation reports for the Project or Program,
which shall contain the information set forth in, and
in a form similar to those set forth on Schedule E, and
(ii) xxxx B-MS the remaining balance of the actual
charges, including Management Fee and Pass Through
Expenses, incurred for each Project.
4.2.4. Invoices shall be payable net fifty-five (55) days
following the receipt thereof by B-MS, provided Company
submits the reconciliation reports required above.
4.3. Pass-Through Expenses: In addition to the agreed upon
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Management Fee for Services and excluding any Pass-Through
Expenses which may be directly billed to B-MS by a third party
on behalf of the Company, B-MS shall reimburse the Company for
reasonable Pass-Through Expenses incurred in connection with a
Project and specified in the estimate included within a proposal
for such Project. Any individual Pass-Through Expense which is
expected to, is budgeted to, or is likely to exceed $20,000 must
be submitted to three (3) vendors for bids on the related work,
or, when less than three (3) vendors are available, to the
maximum number of vendors reasonably possible.
4.3.1. With the exception of expenses that are directly billed
to B-MS, Company may xxxx B-MS an amount equal to no
more than 50% of the estimate for Pass-Through Expenses
upon commencement of the Project. Company will reconcile
these expenses and make appropriate adjustments on the
final project invoice presented to B-MS. Invoicing for
Pass-Through Expenses will be submitted in accordance
with Schedule F.
4.3.2. B-MS shall reimburse the Company for the following
Pass-Through Expenses:
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4.3.2.1. All approved, actual project expenses,
reasonable travel expenses (including
transportation at coach class and hotels and
meals of Company personnel in connection with
necessary and customary servicing of the B-MS
account), the production of materials (with
prior written approval of B-MS) and special
requests by B-MS. Travel to and from B-MS
facilities in the Plainsboro/Princeton area
will be at the Company expense, and time spent
by employees of the Company for such travel
will not be billed to B-MS. All travel outside
the Company's offices directly related to B-MS
Projects requested and approved by B-MS in
advance of the travel period will be paid as
an out-of-pocket expense. All travel
arrangements for Company employees will comply
with the B-MS Travel Policy for Medical
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Education Vendors.
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4.3.2.2. Facsimile, telexes, long-distance telephone,
telegrams and similar means of communications,
storing, customs, duties, sales and excise
taxes and the like specifically related to
Program Services.
4.3.3. The following are not reimbursable Pass-Through
Expenses: (i) Company employees' breakfast, snacks,
lunches and dinners during the course of normal work
days, excluding days in attendance at a Meeting or
Program; (ii) Company presentations for additional B-MS
products not previously incorporated into this Agreement
(unless with prior written approval of B-MS); (iii)
handling costs or commissions on honoraria charged by
the Company or third parties; and, (iv) Company hours
spent in Project Review or B-MS Relationship Review
meetings.
4.3.4. In no event shall the Company incur total Pass-Through
Expenses for any Project which exceed the estimates set
forth in the relevant Project Order by five percent
(5%), without prior written approval by B-MS. B-MS
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shall not be obligated to pay Company for any such
excess expenses incurred without such prior written
approval.
4.3.5. Company will not submit an invoice to B-MS for
Pass-Through Expenses that will be directly billed to
B-MS through preferred suppliers.
4.3.5.1. All documents and packages requiring shipping
service shall be shipped by UPS or Fed Ex in
accordance with the requirements specified in
Schedule G.1.
4.3.5.2. All printed materials, excluding reprographics
and work with a cost under $1,000, shall be
produced by a B-MS preferred printer in
accordance with the requirements specified in
Schedule G.2.
4.4. Subject to a specific Project Order, the Company may be
responsible for handling payment of speaker honoraria and for
all tax record preparation and reporting associated with Speaker
honoraria. In addition, honoraria shall be paid to Speakers
within ten (10) working days of the conclusion of the respective
Program or Meeting. For the purposes of this Agreement,
honoraria are considered to be Pass-Through Expenses.
4.5. The parties acknowledge that, from time to time, as Project,
Program or Meeting logistics may require, the Company may
request and B-MS shall make certain payments directly to a third
party payee. All such requests by the Company must be submitted
to B-MS in writing.
4.6. No commission. The Company shall xxxx B-MS its actual costs
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for any Pass-Through Expenses set out in Articles 4.4 and 4.5,
net of any commissions.
4.7. During the term of this Agreement, and for a period of two (2)
years thereafter, upon reasonable notice and at reasonable
times, B-MS shall have the right to audit
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and examine all contracts, third party bids, documents,
correspondence, time sheets, account records, and other material
(except for individual payroll and personnel records) which
relate to the B-MS account. Without limiting the generality of
the foregoing, some examples of documents that may be requested
include Fee Spending Summary by Project, Fee Spending Summary by
Employee, Fee Spending Detail by Project, Fee Reconciliation,
and receipts for expenses. This right may be exercised by any
employee, agent, representative, attorney or accountant duly
authorized by B-MS. The expense of such audit or examination
shall be borne by B-MS.
4.8. Notwithstanding anything contained herein to the contrary, B-MS
shall not be obligated to pay for, and the Company shall not
invoice B-MS for, any time spent traveling in connection with
this Agreement or management of employees of the Company with
regard to such issues as skills, level of proficiency, work
habits and other items necessary to ensure the high level of job
performance required in connection with the rendering of
Services to B-MS but not solely directed to the management or
conduct of a Project.
5. Company Performance Review/Reconciliation
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5.1. B-MS acknowledges and agrees that B-MS's performance of its
obligations under this Agreement and cooperation with the
Company are essential to the Company's ability to provide
Services in the manner and within the time periods specified in
the Project Orders, and each party agrees to cooperate in good
faith and maintain an appropriately high level of effort to meet
the timetables outlined in the Project Orders and ensure
effective communication and coordination in all matters
requiring the joint efforts of B-MS and the Company. To this
end, during the term of this Agreement B-MS and Company will
hold monthly meetings on the third Tuesday of each month, or
such other day as B-MS and Company may agree, attended by
designated senior managers of both B-MS an Company. The purpose
of such meetings will be to mutually assess the respective
parties' level of activity and performance quality as measured
by a predetermined reporting mechanism
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(Progress/QA/QC/Report Card) hereunder and to coordinate each
party's role in achieving the goals of this Agreement.
5.2. From time to time during the term of this Agreement, but in no
event less than once per year, B-MS may request, and the Company
agrees to participate in, a performance evaluation with respect
to the Company's performance of the Services, the working
relationship between the Company and B-MS, and the
implementation of this Agreement.
5.3. Within thirty (30) days after the end of each Program or
Project, the Company will provide B-MS with a Project
Reconciliation, and promptly thereafter, but no sooner than five
(5) days after B-MS' receipt of the Project Reconciliation, the
parties shall meet for a Project Review.
5.4. On an annual basis the Company will provide B-MS with the B-MS
Relationship Reconciliation and promptly thereafter, but no
sooner than five (5) days after B-MS' receipt of the B-MS
Relationship Reconciliation, the parties shall meet for a B-MS
Relationship Review.
6. Confidential Information
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6.1. Company acknowledges and agrees that, while providing Services
hereunder it may have access to, or become acquainted with,
certain information that B-MS considers confidential and
proprietary. For the purposes of this Agreement, "Confidential
Information" shall include, without limitation, all information
relating to B-MS' products, B-MS' past, present and future sales
and marketing information, commercial and financial trade
secrets, intellectual property, written documents, depictions,
oral statements, art work, answer prints, and other similar
information, which is revealed to Company as a result of
entering into or performing its obligations under this
Agreement. Confidential Information shall not include any
information that:
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6.1.1. was known to Company prior to the date of this Agreement,
as evidenced by its written records;
6.1.2. was lawfully obtained by Company from a third party
without any obligation of confidentiality;
6.1.3. is or becomes part of the public domain except by
breach of this Agreement;
6.1.4. is possessed or developed by Company independently and
apart from this Agreement; or
6.1.5. is required to be disclosed pursuant to any statutory,
regulatory or judicial requirement or other legal
compulsion. In the event Company is compelled to disclose
Confidential Information as contemplated herein, Company
will provide advance written notice to B-MS 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.
6.2. For a period of five (5) years from the expiration or
termination of this Agreement, Company 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
Company employees and agents of Company who need to know the
same in the performance of the Services. Company will require
all its employees and/or agents having access to B-MS
Confidential Information to treat such Confidential Information
in the same manner as they treat Company Confidential
Information and shall take all such necessary precautions to
prevent unauthorized disclosure of such Confidential Information
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by its employees, directors, officers or agents. Company shall
not duplicate any material containing Confidential Information,
except in the direct performance of the Services under this
Agreement. Upon request of B-MS, Company shall either return or
destroy, at B-MS' sole discretion, all Confidential Information
in its or its agents' possession within thirty (30) days
following the expiration or termination of this Agreement.
6.3. The Company acknowledges that the unauthorized use or disclosure
of Confidential Information by Company's employees or agents may
give rise to irreparable injury and that such injury may not be
adequately compensated by damages, and that, accordingly, B-MS
may seek and obtain injunctive relief against the Company or any
individual furnished Confidential Information by B-MS 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 B-MS. The rights of B-MS stated in this
paragraph shall remain in full force and effect after
termination of this Agreement.
6.4. To the extent B-MS is provided access to or becomes acquainted
with Confidential Information of Company in connection with this
Agreement, the foregoing provisions of this Article shall apply
in a reciprocal manner to the Confidential Information of
Company and the related obligations of B-MS. However, B-MS's
obligation herein to the Company is limited to Confidential
Information specifically identified by the Company as
confidential, and the Company must reduce to writing and provide
to B-MS marked as confidential a description of any Confidential
Information disclosed to B-MS up through the date of execution
of the Agreement within thirty (30) days of said execution.
Moreover, all subsequent disclosures of Confidential Information
by the Company to B-MS must be marked confidential or where oral
or visual reduced to writing and provided to B-MS within thirty
(30) days of such disclosure.
6.5. Any public announcements or similar publicity with respect to
the existence and/or terms of this Agreement or any announcement
or disclosure relating to the
18
Services provided hereunder shall be made only upon prior
written approval by Authorized representatives of 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. B-MS acknowledges
and agrees that the Company: (a) will be required to file this
Agreement as a "material contract" with the U.S. Securities and
Exchange Commission ("SEC"), and that the Company will request
confidential treatment with respect to the Schedules to the
Agreement and any other parts of the Agreement reasonably
requested by B-MS; and (b) may include in its filings, reports
and discussions with the SEC, its stockholders and other persons
information regarding the Agreement upon written prior approval
of B-MS. B-MS agrees to consider in good faith any request by
the Company for consent to include in such filings and reports
other information regarding the Agreement reasonably requested
by the Company.
7. Indemnification
---------------
7.1. Indemnification by the Company. The Company shall defend,
------------------------------
indemnify and hold harmless B-MS, 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, "Liabilities"),
arising out of (i) the breach by the Company of any of its
covenants or obligations under this Agreement and (ii) the
Company's negligence or willful acts or omissions, (iii) libel,
slander, or defamation, (iv) infringement of copyright or other
intellectual property right of any kind whatsoever, (v) piracy,
plagiarism, unfair competition or item misappropriation under
any implied contract, and (vi) invasion of rights of privacy
committed or alleged to have been committed in any work prepared
by,
19
for, or on behalf of B-MS hereunder. Indemnification under this
provision shall survive termination of this Agreement.
7.2. Indemnification by B-MS. B-MS shall defend, indemnify and hold
------------------------
harmless the Company, its directors, officers, employees and
agents, and any person or entity which controls any of them,
from and against any and all liabilities arising out of (i) the
breach by B-MS of any of its covenants or obligations under this
Agreement; (ii) B-MS' negligence or willful acts or omissions;
(iii) the manufacture, distribution, use, or sale of any
products by B-MS or any product liability claim relating to
products presented at a Meeting; (iv) material created by B-MS
and provided to Company for the performance of services
hereunder; (v) infringement of copyright or other intellectual
property right arising from design requirements or product
specifications provided in written instructions or materials
from B-MS; and (vi) B-MS' failure to pay Pass-Through Expenses
in accordance with Schedule G and Article 4. Indemnification
under this provision shall survive termination of this
Agreement.
7.3. 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, by Certified Mail, return receipt requested, 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 therefore and Indemnitor's compliance with
indemnification obligations, the Indemnitee shall: (i) 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
(ii) 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 Indemnitee's rights hereunder or impose any
20
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.
8. Additional Products and Projects
--------------------------------
8.1. Additional costs and fees, if any, incurred in connection with
brands or products not assigned to the Company by B-MS pursuant
to this Agreement, but included in a subsequent Project Order,
shall be agreed upon by the parties in writing prior to the
commencement of any Services related thereto, and shall be
included in this Agreement as such.
8.2. B-MS is under no obligation to employ the Company in connection
with any projects other than the Projects incorporated herein by
way of an executed Schedule D.
8.3. During the term of this Agreement and for a period of one (1)
year after any expiration or termination hereof, Company shall
not provide the same Services to any pharmaceutical, health care
or biotechnology company, including its affiliates, subsidiaries
and related companies. Prior to commencing work on any Program,
Project or Meeting, Company shall inform B-MS of any current
work it is performing which may be in violation of the foregoing
terms and discontinue such work immediately.
21
9. Change of Ownership
-------------------
9.1. The Company must inform B-MS of any significant change in (i)
Company ownership and (ii) Company's upper level management
within five (5) days of such change in ownership by Certified
Mail, return receipt requested.
10. Ownership/Trademarks/Copyrights/Inventions
------------------------------------------
10.1. Intellectual Property/Ownership. Subject to the rights of
-------------------------------
third parties in interest, which rights are disclosed in advance
in writing to B-MS, and further subject to all applicable laws,
regulations and guidances, all trademarks and trade names,
logos, slogans, creative ideas, reports, speeches, computer
programs and databases, advertisements, layouts, scripts,
artwork, photographs, designs, slides, copyrights, inventions,
trademarks or other works designed, compiled, developed or
created by Company its agents, third party vendors or
subcontractors for B-MS 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 B-MS. B-MS 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 additional payment of any compensation to Company.
This Agreement shall be deemed a transfer of copyright of any
copyrightable subject matter created by Company. Company shall
execute any and all documents necessary to demonstrate or
perfect such transfer. Company 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
B-MS or B-MS' parent, subsidiary or affiliate companies, in
respect of such Intellectual Property created by the Company
hereunder.
22
10.2. The Company shall immediately (within 5 days) disclose to B-MS,
in writing, any methodologies, modifications, enhancements,
programs, tools, technologies, software (including source code,
object code and documentation related thereto) other materials
or inventions (each an "Invention") developed by the Company,
any agents, third party vendors or subcontractors retained by
the Company in the performance of any activities or services
related to any Project Order hereunder. Title and license rights
to all such Inventions shall be the exclusive property of B-MS.
The Company shall assign, and shall take appropriate steps to
ensure that all Company personnel and third party vendors are
obligated to assign to B-MS all right, title and interest each
may have in any such invention and will cooperate with the
foregoing.
10.3. The Company represents and warrants that it shall execute, or
cause its agents, third party vendors and/or subcontractors to
execute any documents necessary or desirable to secure or
perfect B-MS' legal rights and worldwide ownership in such
Intellectual Property and Inventions, including, but not limited
to documents relating to patent, trademark and copyright
applications. B-MS may, in its sole determination, apply for
registration of any patent(s), trademark(s), and copyright(s)
worldwide. B-MS shall pay for any out-of-pocket expenses
incurred in connection with such cooperation.
10.4. Any and all artwork, logos, graphics, video, text, data,
images, audio, slides, trademarks, tradenames, copyrights,
patents, intellectual property, proprietary property, and/or
other materials supplied by or through B-MS to Company in
connection with this Agreement, as well as the HTML formatting
code of and domain name or names assigned to the web site, if
any, shall remain the sole and exclusive property of B-MS (the
"B-MS Content"). No rights shall be transferred from B-MS to
Company with respect to any of the B-MS Content or any other
copyrights, trademarks, trade secrets, patents or other
intellectual property or proprietary rights provided hereunder,
except to the extent necessary to perform the activities or
services under any completed Project Order.
23
10.5. Intellectual Property/Company Duties. The Company shall not
------------------------------------
adopt, suggest, or recommend the use of any Intellectual
Property of which the Company 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.
10.6. The Company agrees that any and all telephone lines, telephone
numbers, or telephone access acquired by the Company for B-MS,
under the terms of this Agreement, shall be the sole property of
B-MS.
11. Releases
--------
11.1. Subject to all applicable laws, regulations and guidances, B-MS
shall be responsible for obtaining all properly executed
releases in connection with scientific or medical papers or
scientific consultation required in connection with the services
rendered by the Company, unless such papers and consultation are
secured directly by the Company.
11.2. Any materials furnished by Company pursuant to this Agreement,
which have not been created for B-MS and are subject to the
rights of third parties shall be specifically identified to B-MS
in writing in advance of their proposed use. The Company shall
obtain (and deliver upon request to B-MS) releases for all
names, photographs, illustrations, testimonials, and any and all
other materials used in works which the Company prepares or
uses. All such releases shall run to B-MS, its agents and
employees where appropriate and customary. Except for works that
have been secured by permission, the Company warrants and
covenants that all works provided by the Company shall be
original and shall not infringe any copyright or violate any
rights of any persons or entities whatsoever, except that the
Company shall not be responsible for any claim arising solely
from the Company's adherence to B-MS' written instructions or
directions which do not involve items of the Company's origin,
design or selection. The rights and obligations of the parties
under this paragraph shall at all times be subject to all
applicable laws, regulations and guidances.
24
11.3. The Company shall secure from Speakers, a signed release which
shall run to B-MS, and which Company will provide to B-MS upon
request.
12. Insurance
---------
12.1. Insurance. The Company will at all times during the term of
---------
this Agreement maintain appropriate insurance coverage with
responsible carriers. The Company shall provide B-MS proof of
such coverage within ten (10) days of the execution of this
Agreement.
12.2. Required Coverage. The Company 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:
12.2.1. Workers compensation and employers liability meeting
the statutory minimum in the states in which Services
are to be performed by Company employees;
12.2.2. Commercial general liability insurance including
premises and operations coverage with limits of not
less than $1,000,000 per occurrence and $2,000,000 per
accident; and,
12.2.3. Property damage liability insurance with limits of
not less than $500,000 per occurrence and $500,000 per
accident.
12.3. In the event a policy required by this Agreement is canceled
or reduced to a level below the minimum liability limits
prescribed hereinabove, the Company shall give B-MS fifteen (15)
days prior written notice of such termination or reduction. In
that event, B-MS shall have the right to terminate this
Agreement if the Company is unable to secure the necessary
coverage within fifteen (15) days of such notice.
25
13. Force Majeure
-------------
13.1. If either party shall be delayed, interrupted or prevented from
the performance of any obligation hereunder by reason of an Act
of God, fire, flood, war (declared or undeclared), public
disaster, strike or labor dispute, governmental enactment, rule
or regulation, or any other cause beyond such party's control,
such party shall not be liable to the other and the time for
performance of such obligation shall be extended for a period
equal to the duration of the contingency which occasioned the
delay, interruption or prevention. In relation to any specific
Project relating to the Product, if such interruption lasts more
than twenty (20) consecutive days, either party may terminate
such Project in accordance with the provisions of Article 14.
14. Termination
-----------
14.1. With or Without Cause
---------------------
14.1.1. B-MS shall have the right to terminate this Agreement
in its entirety, at any time, without cause, upon
ninety (90) days' prior written notice, sent Certified
Mail, return receipt requested, to the Company. In
such event, the Company shall be paid the reasonable
and necessary Ramp Down Costs during a wind-down
period as mutually agreed by the parties.
14.1.2. Either party shall have the right to terminate this
Agreement in its entirety, effective immediately, at
any time, if the other party fails to perform any
material obligation or to cure a material breach,
subject to the breaching party receiving written
notice of the breach and provided further that such
breach is not cured, or (in the event the breach is
such that it cannot be cured within thirty (30) days)
the breaching party has not commenced to cure the
breach within thirty (30) days after written notice,
sent Certified Mail, return receipt requested. In such
event, the Company
26
shall be paid the reasonable and necessary Ramp Down
Costs during a wind-down period as mutually agreed by
the parties.
14.1.3. In the event B-MS determines that there are regulatory
or legal issues related to any Product such that
termination of the Agreement or a Project is
advisable, B-MS may cancel the Company's Services
relating to the Product upon written notice to the
Company. In such event, the Company shall be paid the
reasonable and necessary Ramp Down Costs during a
wind-down period as mutually agreed by the parties.
The Company shall not commence any new work upon
receipt of notice.
14.1.4. Either party shall notify the other in writing or by
telefax (confirmed by certified mail) of its intention
to terminate. All notices required by this Agreement
shall be made, or confirmed, by certified mail, return
receipt requested.
14.2. Duties of the Parties After Termination
---------------------------------------
14.2.1. Upon receipt of notice of termination for any reason,
the Company shall cease work on all Projects and shall
submit to B-MS a written report of the status of all
Services within 10 days of receipt of notice to
terminate. B-MS shall specify which Projects are to be
completed.
14.2.2. Upon receipt of notice of termination, the Company
shall not commence work on any new Projects, but it
shall, only upon B-MS' written direction, complete all
work previously approved by B-MS. If either the Company
or B-MS desires to terminate all or any portion of work
in progress on Projects commenced before receipt of
notice of termination, it may do so only upon the
parties' mutual determination of the compensation to be
received by the Company for partially completed work.
27
14.2.3. If any Project is terminated B-MS will pay the Company
the portion of the Management Fee equal in amount to
the proportion of work completed for that Project
through the effective date of such termination compared
to full completion of all work for said Project.
14.2.4. Upon termination of this Agreement and upon consent
of third party contractors, the Company shall assign to
B-MS all of its rights in contracts, agreements,
arrangements, or other transactions made with third
parties for B-MS' account, effective on the date of
termination or on such other date as may be agreed upon
by the parties. B-MS shall assume all obligations and
indemnify and hold the Company harmless from all
liability thereunder. If any contract is non-assignable
and consent to assignment is refused, or the Company
cannot obtain a release from its obligations, the
Company shall continue performance, and B-MS shall meet
its obligations, as to the unassigned or unreleased
contracts only, as though this Agreement had not been
terminated.
14.2.5. After the later of expiration of the period of notice
or upon completion of all Projects, all rights, duties
and responsibilities of both parties arising from this
Agreement shall cease, with the following exceptions:
14.2.5.1. B-MS shall assume Company liability under,
indemnify and hold Company harmless with
respect to all outstanding contracts made by
Company on behalf of B-MS pursuant to this
Agreement, through the effective date of any
such termination.
14.2.5.2. All Intellectual Property, Inventions,
B-MS Content and any electronic databases,
property and/or materials either (a) in the
possession or control of the Company, (b)
previously paid for by B-MS, or (c) owned by
B-MS, shall be transferred to B-MS in the
form and in the method
28
reasonably requested by B-MS, within 30 days
of expiration or termination.
14.2.5.3. All proposed marketing and publication
plans and ideas prepared by and submitted by
the Company and not paid for by B-MS shall
remain in the possession of the Company
unless and until B-MS pays the actual cost
to the Company of such proposed marketing
and publication plans and ideas.
14.2.5.4. The Company agrees to give all reasonable
cooperation toward transferring with
approval of third parties in interest all
reservations, contracts and arrangements
with third parties for materials yet to be
used and all rights and claims thereto and
therein, upon being duly released from the
obligation thereof.
14.2.5.5. The obligation of the parties relating to
Confidential Information shall continue for
a period of five (5) years after any
expiration or termination of this Agreement.
14.2.6. For a two (2) year period after termination, the
Company shall maintain complete records relating to
Services by individual and by project. Such records
shall be made available for audit or review by B-MS, at
B-MS' expense.
15. Suspension
----------
15.1. B-MS shall have the right to suspend all or part of the Services
by giving the Company ten (10) days prior written notice for
legal or regulatory issues or thirty (30) days prior written
notice for other issues, provided that B-MS pays the Company
for all unavoidable Pass-Through Expenses and Ramp Down Costs
and
29
any uncancellable contracts entered into by the Company,
pursuant to this Agreement, on behalf of B-MS prior to such
notice of suspension and actually incurred by the Company during
such suspension period. The Company shall use its best efforts
to mitigate B-MS' liability for and shall set forth all such
unavoidable Pass-Through Expenses and other costs in an
estimated cost budget prepared by the Company and consented to
in writing by B-MS. The Company and B-MS shall immediately
confer concerning all matters related to said suspension. The
Company shall use its best efforts to reassign Project team
members and it shall obtain B-MS' written approval prior to
reassigning any such members. All costs for any Company
personnel whom the Company is not able to reassign shall be
borne by B-MS during the term of suspension. Except as otherwise
set forth in this paragraph, B-MS shall pay Company that portion
of the Management Fee for suspended Services applicable to the
work completed thereto. In the event B-MS has paid Company
Management Fees and, as of the effective date of any such
suspension, the Company has not performed Services to warrant
such fees, Company shall promptly reimburse B-MS for such
portion of the Management Fees attributable to such incomplete
work.
16. Assignability
-------------
16.1. This Agreement is a personal service contract and is not
assignable by the Company. This Agreement is assignable by B-MS
in whole or in part with the Company's written consent, which
shall not be unreasonably withheld.
17. Governing Law
-------------
17.1. This Agreement shall be construed in accordance with the laws
of the State of New Jersey.
30
18. Severability
------------
18.1. If any provision of this Agreement is declared legally invalid,
such provision is to that extent omitted but the remainder of
this Agreement shall continue to be binding upon both parties.
19. No Waiver
---------
19.1. No covenant or condition of this Agreement shall be waived
except by written consent of B-MS and the Company.
19.2. Forbearance or indulgence by either party in any regard
whatsoever shall not constitute a waiver of any covenant or
condition to be performed by the other party. Until complete
performance of such covenant or condition, either party shall be
entitled to invoke any remedy available to it, under this
Agreement or in equity despite its forbearance or indulgence.
20. Equal Opportunity Compliance
----------------------------
20.1. Equal Opportunity: When applicable, the Company agrees to
------------------
comply with the provision of Executive Order 11246 of September
24, 1965, and all rules, regulations and relevant orders of the
Secretary of Labor, the provision of the Rehabilitation Act of
1973, as amended, 29 U.S.C. 701 et seq., and the provision of the
-- ----
Vietnam Era Veterans Readjustment Assistance Act of 1974, as
amended, 38 U.S.C. 2012.
21. Year 2000 Compliance
--------------------
21.1. Definition of "Year 2000 Compliant." For purposes of this
----------------------------------
Agreement, the phrase "Year 2000 Compliant" shall describe
hardware, software, and/or firmware on chips, including
manufacturing process control systems, such as PLC's and bar
coding devices (collectively, "Computer Systems") which
consistently
31
and reliably have and demonstrate all of the following capabilities and
operating functionality:
21.1.1. To handle information in date fields so as to distinguish dates
in the century beginning in 2000 from the same dates in the
century beginning in 1900, and also to recognize that the year
2000 is a leap year containing the date February 29;
21.1.2. To manipulate dates from more than one century without invalid
or incorrect results or abnormal program ending, whether the
time such manipulation occurs is prior to the year 2000 or
after the year 1999;
21.1.3. To accommodate and inter-operate adequately with the format or
formats of critical date data which the Computer Systems
customarily receive as input, and which the Computer Systems
customarily make available to other systems as output.
21.1.4. Regardless of the content or accuracy of the foregoing
disclosures, the Company further represents and warrants to B-
MS that there shall be no material and adverse effect upon the
Company's timely provision of quality goods and services to B-
MS which is attributable to the failure of the Company to
achieve Year 2000 Compliance for all of the Company's Systems;
21.1.5. In the event any of the goods and/or services provided by the
Company to B-MS consists of a license, sale or other transfer
of the right to use any items of hardware, software and/or
firmware in chips ("Computer System Supplied Item"), all such
Computer System Supplied Items are now, and will remain Year
2000 Compliant continuously, from the date hereof until June
30, 2000, in such a manner that the Computer System Supplied
Items will operate between January 1, 2000 and April 1, 2000
with substantially
32
the same functionality and performance as such items
operated prior to January 1, 2000.
21.2. Extension of Warranty Periods. Notwithstanding any earlier
------------------------------
expiration of warranty period provided hereunder or in any other
applicable agreement between the parties, the warranty period and
the period within which B-MS may submit warranty claims with
respect to breach of the Year 2000 Warranties hereby provided
shall begin on the date hereof and extend until July 1, 2000.
22. Headings
--------
Article headings used in this Agreement are for convenience only and
shall not affect the construction of this Agreement.
23. Entire Agreement
----------------
23.1. This Agreement, any Schedules attached hereto, and any subsequent
Project Orders attached hereto, represent the entire agreement
between the parties with respect to the subject matter thereof,
and shall not be altered by any oral agreement or representation.
The terms of this Agreement supersede any existing agreement B-MS
has with the Company related to the Services, any Projects,
Programs or Meetings, and any prior or contemporaneous
communications between the parties with respect to the subject
matter of this Agreement. Any modification to this Agreement, the
Schedules, and any future Project Order, must be in writing and
executed by a duly authorized representative of each party.
24. Notices
-------
24.1. All notices required or permitted to be given under this
Agreement shall be in writing and given pursuant to the
provisions of Article 14.1.4 at the following address:
Xxxxxxx-Xxxxx Squibb Company
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxx Xxxxxx
Xxxxxxxxxxx.xxx Limited
Xxxxxxx Xxxxx, 0xx Xxxxx
33
33-35 Xxxx Street
Hamilton, Bermuda HM LX
Attention: President
With a copy to:
Xxxxxxxxxxx.xxx, Limited
1330 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
34
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement and
caused it to be executed by their duly authorized representatives.
Xxxxxxxxxxx.xxx,Limited Xxxxxxx-Xxxxx Squibb Company
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxx
--------------------------- ---------------------------
Title: Chairman & CEO Title: President - BMS
--------------------------- ---------------------------
Date: 2-8-00 Date: 2-15-00
--------------------------- ---------------------------
By: By: /s/ Xxxxx X. Xxxxxxxx
--------------------------- ---------------------------
Name: Name: Xxxxx X. Xxxxxxxx
--------------------------- ---------------------------
Title: Title: President - NID
--------------------------- ---------------------------
Date: Date: 2-15-00
--------------------------- ---------------------------
35
