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CO-Promotion Agreement

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Title:

CO-Promotion Agreement

Entities:

Inyx Inc

Date:

2006

Size:

Preview shows 18KB of 74KB total

Price:

$48

ID:

#2428189

► Business ► Promotion ► Co-Promotion Agreements

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OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY

FILED WITH THE COMMISSION.

CONFIDENTIAL TREATMENT

CO-PROMOTION AGREEMENT

This CO-PROMOTION AGREEMENT (Agreement) dated as of April 3, 2006 (the Effective Date), by and between TEAMM Pharmaceuticals, Inc. a Florida corporation with offices located at 2501 Aerial Center Parkway, Morrisville, NC (TEAMM) and Exaeris, Inc. a Delaware corporation with offices located at 403 Gordon Dr, Exton, PA 19341 (Exaeris)

WITNESSETH:

WHEREAS, TEAMM markets and promotes the pharmaceutical product MD Turbo (including any improvements, modifications, revisions and anticipated related products, collectively the Product) to a physician audience which focuses on Primary Care and Respiratory specialties.

WHEREAS, TEAMM desires to expand the detailing and promotion of the Product to additional physician audiences;

WHEREAS, Exaeris desires to detail and promote the Product to prescribers including * * * (the Exaeris Prescribers) other than the physicians called on by TEAMM (the TEAMM Prescribers).

NOW, THEREFORE, for and in consideration of the mutual covenants and promises hereinafter contained, the parties hereto do intend to be legally bound hereby, do hereby agree as follows:

ARTICLE 1

DEFINITIONS

The following terms shall, for purposes of this Agreement, have the meanings designated to them under this Article unless otherwise specifically indicated.

1.1	Act shall mean the Federal Food, Drug and Cosmetic Act, as amended, and regulations promulgated thereunder.

1.2

Affiliates shall means with respect to a Party (a) corporation or business entity of which fifty percent (50%) or more of the securities or other ownership interests representing the equity, the voting stock, or general partnership interest are owned, controlled or held, directly or indirectly, by the Party; or (b) any corporation or business entity which, directly or indirectly, owns, controls or holds fifty percent (50%) or more of the securities or other ownership interests representing the equity, the voting stock or, if applicable, the general partnership interest, of the Party; or (c) any corporation or business entity of which fifty percent (50%) or more of the securities or other ownership interests representing the equity, the voting stock or general partnership interest are owned, controlled or held, directly or indirectly, by a corporation or business entity.

CONFIDENTIAL TREATMENT

1.3	Co-Promotion Date is the date the TEAMM and Exaeris sales force begin detailing the Product.

1.4	Commercial Oversight Committee shall be a committee consisting of one representative appointed by TEAMM and one representative appointed by Exaeris. The Oversight Marketing Committee shall perform the functions delegated to it herein.

1.5	Contract Year shall mean a period of twelve (12) successive calendar months during the term of this Agreement; provided, however, the parties agree that the first Contract Year shall commence on the Launch Date and extend for 12 consecutive months.

1.6

Detail or Detailing shall mean, with respect to the Product, face-to-face activity undertaken by a Sales Representative during a sales call on licensed physicians to the TEAMM Prescribers or Exaeris Prescribers , in such physicians offices or hospitals (excluding national conventions and other forms of communication not involving face-to-face contact by such sales representative), of describing the indicated uses, safety, effectiveness, contraindications, side effects, warnings and other relevant characteristics of the Product, in a fair and balanced manner consistent with the requirements of the Act, and when samples of the Product are provided to such licensed physicians, such action shall be evidenced by a sample form signed by the licensed physician, all in an effort to increase physician prescribing preferences of the Product for its indicated uses.

1.7	Exaeris Percentage is that percentage calculated by taking the number of prescriptions that are credited to the Exaeris Prescribers divided by the total number of prescriptions written for the Product by both Exaeris Prescribers and TEAMM Prescribers in the same measurement period.

1.8	Exaeris Prescribers shall mean those physicians that TEAMM and Exaeris have agreed will be Detailed by Exaeris Sales Representatives and will be used for determining Exaeris Percentage of prescriptions for purposes of compensation.

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