1
Exhibit 10.63
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT
OF 1934. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
SERVICES AGREEMENT
This Services Agreement is entered into this 26 day of July, 1999 by
and between Centocor, Inc. ("Centocor") and Nova Factor, Inc. ("NFI").
WHEREAS, Centocor and NFI have entered into a Distribution and
Services Agreement dated August 28, 1998 ("Distribution Agreement"), and
WHEREAS, Centocor desires that NFI provide additional services under
the Distribution Agreement and the parties desire to amend the Distribution
Agreement to evidence their agreement that NFI will provide these services.
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto agree as follows:
1. Section 6 of the Distribution Agreement is amended effective
February 1, 1999 by adding at the end thereof the following new sections:
6.2 (a). In addition to the other services to be provided by NFI
under this Agreement, NFI shall act as a supplier of Product
to participants in Centocor's Remicade(TM) Patient Assistance
Program (the "Program"). Patients requiring financial
assistance will be identified either through the
reimbursement hotline program at the Hotline Provider or
through the AOB/triage program at NFI. NFI will refer
patients requiring financial assistance to Centocor's
designated reimbursement hotline services provider ("Hotline
Provider") for application to the Program. The Hotline
Provider will provide NFI with a copy of the acceptance
criteria for the Program to help minimize inappropriate
referrals to the Program Centocor, acting through the Hotline
Provider, shall have sole responsibility for enrolling
participants in the Program. Upon enrollment by Centocor of a
participant in the Program (each a "Program Participant"),
the Hotline Provider shall notify NFI of the name, address
and telephone number of the Program Participant and shall
send complete patient information, including physician's
name, phone number, infusion location, scheduled infusion
date, and a copy of the applicable prescription form for the
Program Participant. Within 2 business days of receipt of
notice under the preceding sentence, NFI shall contact the
physician's office for a verbal prescription for medication,
and to reconfirm the infusion date. NFI employees will
identify themselves as NFI employees who are calling to
arrange a shipment for the Program
2
(b). Centocor shall immediately deliver a quantity of Product
to NFI which Centocor estimates to be sufficient to provide
Product to Program Participants. NFI shall supply Product to
Program Participants from a separate inventory designated by
Centocor for use in the Program ("Designated Inventory")
supplied by Centocor and delivered to and stored at NFI's
warehouse in Memphis, Tennessee, provided however that if NFI
does not have Designated Inventory on hand, NFI may at its
option, supply Product from its own inventory. Product which
is supplied to the Program from NFI's own inventory will be
replaced by Centocor at no cost to NFI in the same time frame
as Designated Inventory which has been shipped by NFI is
replaced. NFI shall deliver Product to the physician's
office. If the Program Participant requests delivery of
Product to a location other than his or her physician's
office, or if the physician refuses to accept delivery of the
Product, NFI shall work with the Program Participant to
determine an alternate shipping destination. Upon
determination of an alternate shipping location, NFI shall
ship the Product in accordance with this section. NFI will
ship Product on a just-in-time basis. The dosage shipped
shall be based on the patient's actual weight to avoid over-
or under- supply. A supply kit will be included with every
shipment, and NFI's staff will be trained to answer questions
about selection of DEHP-free supplies. For approved patients
being treated for fistula, NFI win ship all three doses (and
supply kits) at the same time. NFI shall package and ship
Product to Program Participants in accordance with the terms
of the Distribution Agreement.
(c). NFI will provide clinical support for infusion nurses to
help with set up of the infusion apparatus, drug preparation,
administration, and patient monitoring. NFI will calculate
the infusion rate to help nurses unfamiliar with setting drip
rates for gravity infusion, and will be available 24 hours
per day for questions. Centocor-approved educational
materials xxxx be included with every shipment.
(d). Except as otherwise stated herein below, tide to
Designated Inventory and risk of loss shall remain in
Centocor. NFI shall not be responsible for loss or damage to
the Product after it leaves NFI's facility. Title to
Designated Inventory shall pass from Centocor upon the
shipment to the Program Participant in those instances where
NFI supplies Product from its own inventory, title shall pass
from NFI to the Program Participant, however, Centocor agrees
to be responsible for loss or damage to the Product after it
leaves NFI's facility. Shipments to Program Participants
shall be identified separately in the Database and in reports
provided to Centocor under the Agreement. NFI win report
sales, prescriber, and outcome data to Centocor
electronically. NFI shall be responsible for all Designated
Inventory lost, stolen, or damaged as a result of NFI's
-2-
3
negligent or willful acts or omissions while said inventory
is in NFI's possession.
(e). NFI shall have no obligation to verify information
concerning the Program Participant's insurance status or
financial condition. If NFI becomes aware of a change in the
Program Participant's insurance status or financial
condition, NFI shall immediately notify Centocor or the
Hotline Provider. NFI shall not ship Product to a Program
Participant under this Section after NFI receives written
notice from Centocor or the Hotline Provider that the Program
Participant is no longer eligible to participate in the
Program.
(f). At the end of each month, NFI shall furnish to Centocor
a report (the "Supply Report") specifying for each shipment
of Product to a Program Participant (i) the name and address
of the Program Participant, (ii) the name and address of the
Program Participant's physician, (iii) the date on which the
order was received, (iv) the date on which Product was
shipped to the Program Participant and the address to which
such Product was shipped, (v) the quantity of Product shipped
to the Product Participant, and (vi) the total quantity of
Product shipped to all Program Participants during the month.
Within thirty days of receipt of the Supply Report for any
month, Centocor shall ship replacement inventory to NFI in an
amount equal to the Product shipped by NFI from the
Designated Inventory as shown on the Supply Report.
(g). Upon termination of this Agreement, all Centocor
Designated Inventory shall be returned to Centocor with
Centocor paying the cost of freight from NFI's warehouse to
Centocor's offices.
6.3. In consideration of the services rendered by NFI to Centocor
under Section 6.2, Centocor shall pay to NFI *. A * will be
defined as one dose for patients *, and * for patients with
*. NFI shall invoice Centocor at the end of each month for
amounts due hereunder with respect to Product shown in the
Supply Report for such month. The amount due for any month as
shown on the applicable invoice shall be payable *.
2. Except as otherwise expressly set forth herein, all of the
terms and conditions of the Distribution Agreement shall remain in full force
and effect.
*Omitted information is the subject of a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been
filed separately with the Securities and Exchange Commission.
-3-
4
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
CENTOCOR, INC.
By: /s/ Illegible
-----------------------------------
Title:
--------------------------------
NOVA FACTOR, INC.
By: /s/ Xxxxx Grow
-----------------------------------
Title: President
--------------------------------
-4-
