EXHIBIT 10.44
AMENDMENT
TO THE
JANUARY 1, 2001
AGREEMENT
This is an Amendment ("Amendment") to the Agreement dated January 1, 2001, as
the same has been previously amended (the "Agreement") by and between
Xxxxxxx-Xxxxx Squibb Company, a corporation organized under the laws of the
State of Delaware ("BMS") and Boron, XxXxxx & Associates, Inc., a corporation
organized under the laws of the State of Delaware ("BLP").
WITNESSETH:
WHEREAS, BLP and BMS entered into the Agreement;
WHEREAS, the Agreement sets forth the services due to be performed by
BLP and the compensation to be paid by BMS; and
WHEREAS, the parties have previously amended the Agreement; and
WHEREAS, BLP and BMS desire to further amend the Agreement as set
forth below.
NOW, THEREFORE, in consideration of the covenants contained herein the
parties hereto, intending to be legally bound hereby, agree to amend
the Agreement as follows:
I. Article I.1.l, "Event Type", shall be deleted in its entirety and the
following substituted in place thereof:
"Event Type" shall mean one of five (5) categories of Events, namely
Check-Only, Non-Speaker, BMS Secured Speaker Event, BLP Secured
Speaker Event and Drive-To Event.
II. Article I.1.v, "Products", shall be deleted in its entirety and the
following substituted in place thereof:
"Products" shall mean all present and any new products within BMS
pharmaceutical products, excluding those products promoted by the
Xxxxxxx-Xxxxx Squibb Oncology and Virology sales forces unless
otherwise requested by BMS Contact.
III. Article V.1 shall be amended by deleting the first sentence and
substituting the following sentence in place thereof:
"In consideration for the performance of the Program Services, Report
Services and Data Services, BMS agrees to pay to BLP fees in
accordance with the terms of Schedule 6 attached hereto, which shall
include performance of Services for a minimum of 10,000 events in
calendar year 2002."
IV. Article V.4 shall be deleted in its entirety and the following
substituted in place thereof:
Commencing with calendar year 2002 and each year thereafter, BMS shall
be entitled to cancel or postpone, without charge or incurring any
additional costs, up to 950 events excluding Check-Only events and
Marketing Events and Webcast Programs; and 50 Webcast Programs; and
500 Check-Only events regardless of the timeframe the notice of
cancellation or postponement is provided to BLP. For all cancellations
and postponements in a calendar year in excess of the 1,500 total
events referenced in the preceding sentence, BMS shall pay to BLP the
actual Pass-through Expenses incurred for the cancelled or postponed
event at the time the notice of cancellation or postponement is
provided to BLP and forty (40) percent of the Management Fees
associated with such cancelled or postponed event. The parties agree
that, during the period January 1, 2002 through March 31, 2002, they
may enter into negotiations relating to the Management Fee penalty
structure for cancelled and postponed events in excess of the 1,500
total events referenced above.
All cancellations and postponements of Marketing Programs, will be
subject to the terms and conditions of Schedule A.1 of the Medical
Education Services Agreement.
Notwithstanding anything to the contrary contained herein, in the
event of the cancellation or postponement of any Program by BMS for
reasons related to the performance of BLP hereunder, such cancelled or
postponed Programs shall not be considered as part of the 1,500 events
referred to above nor shall BMS be obligated to make any payment of a
Management Fee or any portion thereof as contemplated by this Article.
Notwithstanding anything to the contrary contained herein, in the
event of the cancellation or postponement of any Program by BMS, for
any reason other then gross negligence in the Program Services and
Program Set-up by BLP, BMS will pay (a) all Pass-through Expenses
actually incurred by BLP through the date of cancellation or
postponement related to the cancelled or postponed Meeting, (b) the
agreed upon price for all Optional Services actually provided or
related third party expenses incurred by BLP related thereto, and (c)
the actual costs reasonably incurred in the cancellation or
postponement of the Program, each in the same manner as provided in
this Article, to the extent applicable.
V. Article V.4.1 shall be deleted in its entirety and the Article number
shall be "Reserved."
VI. Article XVI.7 shall be amended to reflect the following notice
addresses for the parties:
If to BMS:
Xxxxxxx-Xxxxx Squibb Company
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, XX 00000
Fax No.: Attention: BMS Relationship Manager
Legal Department
Category Leader, Medical Education
If to BLP:
Boron, XxXxxx & Associates, Inc.
0000 Xxxxxx Xxxx
Xxxxx, XX 00000
Fax No.: (000) 000-0000
Attention : President
VII. Schedules 1 through 11 of the Agreement are hereby deleted in their
entirety and replaced with the new Schedules 1 through 11 attached
hereto and are hereby incorporated into this Amendment and the
Agreement.
VIII. Exhibits 1, 2 and 4 of the Agreement are hereby deleted in their
entirety and replaced with the new Exhibits 1, 2 and 4 attached hereto
and are hereby incorporated into this Amendment and the Agreement.
This Amendment together with the Agreement, as previously amended,
constitute the entire agreement between the parties with respect to the subject
matter contained therein, and together, supersede and replace any and all prior
and contemporaneous understandings, arrangements and agreements, whether oral or
written, with respect to the subject matter.
Except as otherwise amended hereby, the Agreement shall remain in full
force and effect as presently written, and the rights, duties, liabilities and
obligations of the parties hereto, as presently constituted, will continue in
full effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by
their duly authorized representatives, effective this 19th day of December,
2001.
Xxxxxxx-Xxxxx Squibb Company Boron, XxXxxx & Associates, Inc.
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxxx XxXxxx
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Name: Xxxxxxx X. Xxxx Name: Xxxxxxx Xxxxxx
Title: President & Executive V.P. Title: CEO
Date: 12/19/01 Date: 12/18/01
By:
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