SIXTH AMENDMENT TO PROJECT AGREEMENT (DETAILING – FIELD TEAM)
Exhibit 10.27
Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601()(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant customarily and actually treats as private and confidential.
SIXTH AMENDMENT TO
(DETAILING – FIELD TEAM)
This Sixth Amendment (the “Amendment”) dated January 3, 2023 (the “Effective Date”) is made by and between Syneos Health Commercial Services, LLC, with an office at 000 Xxxxxx Xxxxx, Xxxxxxxx, X.X. 08873 (“Syneos Health”) and Agile Therapeutics, Inc. with an office located at 000 Xxxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxxxx 00000 (the “Client”). Syneos Health and Client may each be referred to herein as a “Party” and, collectively, as the “Parties.”
W I T N E S S E T H:
WHEREAS, Syneos Health and Client are parties to a Project Agreement (Detailing – Field Team) made as of April 30, 2020, First Amendment to Project Agreement (Detailing – Field Team) dated June 1, 2020, Second Amendment to Project Agreement (Detailing – Field Team) dated January 1, 2021, Third Amendment to Project Agreement (Detailing – Field Team) dated July 1, 2021, Fourth Amendment to Project Agreement (Detailing – Field Team) dated September 1, 2021, and Firth Amendment to Project Agreement (Detailing – Field Team) dated February 1, 2022 (collectively, the “Agreement”); and
WHEREAS, Syneos Health and Client desire to amend the Agreement as set forth herein.
NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, it is agreed as follows:
1.Except as provided in this Amendment, the terms and conditions set forth in the Agreement shall remain unaffected by execution of this Amendment. To the extent any provisions or terms set forth in this Amendment conflict with the terms set forth in the Agreement, the terms set forth in this Amendment shall govern and control. Terms not otherwise defined herein, shall have the meanings set forth in the Agreement.
2.The Amended and Restated Exhibit A, the “Project Team” as defined is hereby amended to (a) set the number of engagement center representatives (“EC Reps”) at [***]; (b) change references to Alliance Lead to National Business Director (“NBD”) and (c) remove [***] sales trainer manager (the “STM”). Also, the table after the 2nd paragraph is hereby deleted in its entirety and replaced with the below table:
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Syneos Health Project Code: 7007244
Position | Headcount | [***] |
[***] | | |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
3.The Amended and Restated Exhibit F, “[***],” is amended as follows:
(i) | The table in Section I, “[***]” is hereby deleted in its entirety and replaced with the below table. |
Position | Headcount | [***] |
[***] | | |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
(b) | Section I(b), “[***]” paragraph (i) is hereby amended and restated as follows: |
(i) | Commencing on the Effective Date, Client shall pay Syneos Health a [***] as follows: |
[***] | [***] |
[***] | [***] |
[***] | [***] |
Syneos Health shall adjust the Fixed Monthly Fee prior to the initial fill of any Syneos Health Sales Representative or RSM prorated for any partial months, according to the Fixed Monthly Fee table outlined in subsection (c)(i), below.
The Implementation Fee and/or Fixed Monthly Fee set forth above are based upon the assumptions set forth in the recruitment/training timeline agreed to by the Parties. In the event that the assumptions set forth in the recruitment/training timeline are changed, the Implementation Fee and/or Fixed Monthly Fee shall be re-calculated and agreed-upon by the Parties.
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Syneos Health Project Code: 7007244
4.This Amendment may be executed simultaneously in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Execution and delivery of this Amendment by exchange of facsimile copies or via pdf file bearing the facsimile signature of a party hereto shall constitute a valid and binding execution and delivery of this Amendment by such party. Such facsimile copies and/or pdf versions shall constitute enforceable original documents.
5.The terms of this Amendment are intended by the Parties to be the final expression of their agreement with respect to the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous agreement. The Parties further intend that this Amendment constitute the complete and exclusive statement of its terms and shall supersede any prior agreement with respect to the subject matter hereof.
WHEREFORE, the parties hereto have caused this Amendment to be executed by their duly authorized representatives.
AGILE THERAPEUTICS, INC. | SYNEOS HEALTH COMMERCIAL | |||
| | |||
By: | /s/ Xx Xxxxxxxx | | By: | /s/ Xxxxx Xxxxxxx |
Name: | Xx Xxxxxxxx | Name: | Xxxxx Xxxxxxx | |
Title: | Chairman and CEO | Title: | Director, Global Deal Management | |
Date: | 1/25/2023 | Date: | 1/26/2023 | |
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Syneos Health Project Code: 7007244
