EXHIBIT 10.21
FIRST AMENDMENT TO LICENSE AGREEMENT
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THIS FIRST AMENDMENT (the "Amendment") dated as of this 25th day of
March, 1999, is made by and between xxxxxx.xxx, Inc, located at 0000 Xxxxxxxx
Xxxx Xxxxx, Xxxxxx, Xxxxx ("xxxxxx.xxx") and Multum Information Services, Inc.,
located at 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000
("Multum").
WHEREAS, xxxxxx.xxx, Inc. and Multum have entered into that certain
License Agreement dated as of July 13, 1998 (the "Agreement"). xxxxxx.xxx, Inc.
maintains a consumer oriented healthcare site on the Internet at the web site
xxx.xxxxxx.xxx or any replacement or successor URL (the "drkoop Site"); and
WHEREAS, xxxxxx.xxx and Multum desire to amend the Agreement as
provided herein.
NOW THEREFORE, in consideration of the premises, the mutual agreements
and covenants contained herein and other good, valuable and sufficient
consideration, xxxxxx.xxx and Multum agree as follows:
1. Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Agreement.
2. Paragraph 1 of Section 2.A of the Agreement is deleted in its
entirety and the following is substituted in lieu thereof:
Multum hereby grants to XXXXXX.XXX, INC. a non-exclusive non-transferable
license to use the Service in the United States during the Term of this
Agreement in the manner contemplated by this Agreement. This license shall
include but not be limited to the right to: (i) copy the Service for use
and distribution by XXXXXX.XXX, INC. to End-Users, for the purpose of this
Agreement defined as consumers, solely as permitted by this Agreement; (ii)
use the Service for internal purposes in a non-clinical setting for backup,
archival, support, testing, training and demonstration purposes; (iii)
install the Service through the xxxxxx.xxx site for each xxxxxx.xxx Inc.
End-User; (iv) license/sublicense the Service to XXXXXX.XXX, INC.'s End-
Users; (v) market and demonstrate the Service to End-Users or potential
End-Users of the xxxxxx.xxx site; and (vi) advise End-Users or potential
End-Users to the availability of the Service through xxxxxx.xxx site.
3. Section 2.C of the Agreement is deleted in its entirety and the
following is substituted in lieu thereof:
The parties agree that this license grant does extend for use of the
Service as part of a bundled package sold by XXXXXX.XXX, INC. to any entity
where the ultimate End-User is defined as a Consumer, relative to the
xxxxxx.xxx Site co-branded web site affiliations (such as a bundled package
sale or wrapped for co-branding), or for distribution to 3rd party
websites. In the event that the Services are distributed through a third
party site, such Service shall be displayed with the xxxxxx.xxx brand, such
as the tag line "Provided by xxxxxx.xxx". XXXXXX.XXX, INC. may not license
or distribute the Service to any Pharmaceutical Manufacturers for their
use. XXXXXX.XXX, INC. may license or distribute the Service to any Retail
Drug Chains or Pharmacy Benefit Management companies for consumer usage via
the Internet.
4. The following will be added as Section 3.N of this Agreement in
its entirety.
Client agrees to direct all End-User traffic of the Service to Multum's
SubscribeRx service. The conversion to SubscribeRx will be completed
within 180 days of the effective date of this addendum, but may occur
sooner as long as both parties agree that the conversion is functioning.
___________________
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated * * *. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.
5. Schedule II- Basic SDK Fees and Payments to the Agreement is
hereby deleted and replaced by the pages of the Schedule II of identical title
affixed to the back of this Amendment.
6. Exhibit A- Multum Information Services Basic SDK Software
Components to the Agreement is hereby deleted and replaced by the pages of the
Exhibit A of identical title affixed to the back of this Amendment.
7. The parties ratify the Agreement, as amended hereby, and confirm
that the Agreement, as amended by this Amendment, remains in full force and
effect. If any conflict shall arise between the terms and conditions of this
Amendment and the terms and conditions of the Agreement, this Amendment shall
govern with respect to the matters described herein.
8. This Amendment may be executed in one or more counterparts, each
of which may be executed by one or more of the parties hereto, but all of which,
when taken together, shall constitute one agreement binding upon each of the
parties hereto.
IN WITNESS WHEREOF, xxxxxx.xxx Inc. and Multum have executed this
Amendment as of the date first written above.
Executed on behalf of Executed on behalf of
XXXXXX.XXX INC. MULTUM INFORMATION SERVICES, INC.
BY: /s/ Xxxxxx Xxxx BY: ______________________
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NAME: Xxxxxx Xxxx NAME:_____________________
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TITLE: Chief Operating officer TITLE: ___________________
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SCHEDULE II - BASIC SDK
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FEES AND PAYMENTS
1. FEES
A. Basic SDK License Fees:
Based on the provision of Section 3.A herein, the license fees
for Xxxxxx.xxx Inc. (xxxxxx.xxx) will be as follows:
Year 1 (beginning January 1, 1999) Annual License fee of * * * .
Year 2 (beginning January 1, 2000) Annual License fee of * * *.
Year 3 (January 1, 2001 and July 13, 2001) Prorated Annual License Fee
of * * *.
B. Software Development Kit (SDK) Fee:
xxxxxx.xxx will pay a one-time SDK fee of * * * to Multum.
C. Annual Service and Support Fee:
xxxxxx.xxx will pay an annual service and support fee of * * * to
Multum plus such additional fees for service and support.
D. Optional Service and Support Package Fee:
If elected, xxxxxx.xxx will pay Multum a yearly service and support
fee of * * * per year for 20 hours of service and support.
E. Multum has the option to change the fee schedule upon renewal of this
Agreement with ninety (90) days prior written notice to xxxxxx.xxx.
F. Multum reserves the right to conduct an independent audit of
xxxxxx.xxx's invoices, Usage Data and billing records relating to the
Fees paid to or due to Multum under this Agreement for the sole
purpose of establishing that the Fees paid to Multum by xxxxxx.xxx are
accurate. Multum may conduct such audits no more than quarterly.
Each such audit shall be conducted during normal business hours upon
reasonable notice to and agreement by xxxxxx.xxx. Multum will be
responsible for all costs and expenses relating to each such audit.
xxxxxx.xxx will maintain records according to generally accepted
accounting principles. xxxxxx.xxx will provide Multum with monthly
usage reports.
2. PAYMENTS
A. Commencing January 1, 1999, Multum will invoice xxxxxx.xxx for
the annual license fees for use of the Service on a semi-annual basis
and two (2) equal payments will be due fifteen (15) days after the
invoice date during the Term of this Agreement.
B. SDK and support fee is due and payable upon execution of this
Amendment.
C. The Annual Service and Support fee will be billed annually and
due upon receipt.
If purchased, the Optional Corporate Service and Support Package fee
will be billed quarterly and due upon receipt.
_______________________
* * * Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has
been requested with respect to the omitted portions.
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EXHIBIT A
MULTUM INFORMATION SERVICES, INC.
BASIC SDK SOFTWARE COMPONENTS
FOR PURPOSES OF THIS AGREEMENT, THE SDK DRUG INFORMATION SERVICES (THE
"SERVICE") BEING OFFERED TO XXXXXX.XXX INC. ARE:
The SDK (Software Development Kit) provides extremely powerful development tools
that offer drug knowledge bases and expert drug information to new or existing
clinical information systems. Multum Information Services, Inc. ("Multum") has
developed the SDK as a suite of flexible, modular components that can be
embedded into clinical systems as distinct, functional components. It may be
helpful to think of the SDK as a subsystem and the clinical information system
into which it can be embedded as a parent application.
Multum provides development interfaces that easily blend into the native
environment of the parent application. By designing subsystem components that
fit smoothly into an existing software development environment, Multum products
help to minimize the overall development costs. SDK comes equipped with fully
referenced documentation in several programming languages and databases; all
developed with a three-tiered distributed processing back-end. This API is
supplied in C++ Class Libraries or OLE Automation servers.
SDK - BASIC CLINICAL COMPONENTS
DRUG COMPONENT
. Provides clinician-friendly drug names.
. Allows customers to map external drug names to Multum knowledge bases.
INTERACTIONS - DRUG-DRUG & DRUG-FOOD
. Checks for drug-drug and drug-food interactions against a patient's current
medication regimen and against medications about to be ordered.
. Analyzes both active medications and those that might still be active in the
patient (based on the drug's elimination half-life).
. Provides a list of drugs involved when an interaction occurs, along with the
level of severity of the interaction (minor, moderate, severe), a textual
description of the interaction, and on-line references.
. Provides recommended courses of action when appropriate within the textual
information presented.
DRUG ALLERGY CROSS-REACTIVITY CHECKING
. Provides allergy information checked against the patient's current drug
regimen, against medications about to be ordered, and against the patient's
allergy history.
. Generates a cross-reaction warning for allergic cross-reactivities described
in the medical literature that includes the drug or drug category involved, a
textual description of the reaction, and one or more references for the
cross-reaction.
. Recognizes and supports both specific drug names and drug category names.
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SDK - BASIC CLINICAL COMPONENTS (CONT.)
PATIENT EDUCATION LEAFLETS
. Provides patient teaching information drug monographs in both 6th grade
English and North American Spanish.
. Adheres to the FDA's 1996 MedGuide recommendations.
. Provides the ability to print or display Patient Education Leaflets with each
drug order.
. Includes important side effect, drug interaction, and drug administration
instructions.
. Allows customization and formatting of leaflets by end-user site.
SUBSCRIBERX
Multum's SubscribeRx(TM) is designed to deliver drug-specific patient education
materials and other drug utilization services via the Internet backbone.
Multum will provide End-Users with access to SubscribeRx through discrete links
from CLIENT'S Web-server. Multum will serve up pages of drug-specific patient
education content based on requests from the CLIENT'S server for the contracted
services.
The drug-specific patient education content includes the following information:
. Description of the drug
. Important information about the drug
. How it should be taken
. What to do if you miss a dose
. What happens if you overdose
. What to avoid when taking the drug
. Possible interactions
. Other drugs that would affect the drug
. Reproductive information
Multum Information Services, Inc. retains all rights for determining what
modifications, amendments or alterations ("Product Changes") shall be made to
any or all of the Services. Any Product Changes shall be determined and made
at Multum Information Services' sole discretion. Multum reserves the right to
add a manufacturer or distributor message to the patient education leaflets.
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