CONFIDENTIAL TREATMENT REQUESTED BY BRADLEY PHARMACEUTICALS, INC. AMENDMENT TO DISTRIBUTION SERVICES AGREEMENTDistribution Agreement |
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Exhibit 10.2
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 as [*]. A complete version of this exhibit has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
CONFIDENTIAL TREATMENT REQUESTED BY BRADLEY PHARMACEUTICALS, INC.
AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
This amendment (“Amendment”) dated as of August 1, 2007 is entered into by and between Bradley Pharmaceuticals, Inc., a Delaware corporation with its principal place of business located at 383 Route 46 West, Fairfield, New Jersey 07004 (“Customer”), and Cardinal Health, with its principal place of business located at 7000 Cardinal Place, Dublin OH 43017 (“Service Supplier”).
WHEREAS, Customer and Service Supplier have entered into that certain Distribution Services Agreement effective July 1, 2004, as previously amended (the “Agreement”); and
WHEREAS, Customer and Service Supplier desire to further amend the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties, intending to be legally bound hereby, agree to amend the Agreement as follows:
1. The following Articles of the Agreement are hereby deleted in their entirety and replaced with the following:
ARTICLE 2.2.1
| Inventory Levels . During the term of this Agreement, Service Supplier will use best efforts to maintain on hand inventory levels on all Products at levels no greater than: |
| (a) *** (b) *** (c) *** |
ARTICLE 2.4
| Service Level . Service Supplier agrees to use best commercial efforts to service provider orders for Products at a 98% service level. Service level will be calculated according to Service Supplier’s then current, standard adjusted service level report. |
ARTICLE 2.6
| New Product Launch Support . Service Supplier will provide the following support for Customer’s future new product launches: |
| (a) | Stocking each distribution center with quantities as reasonably determined by Customer, in no case to exceed *** days of anticipated demand; and |
| (b) | Providing daily sales out reports for the first 60 days of product launch, if such reports are requested in advance by Customer. |
ARTICLE 3.1
| Term and Termination . The term of this Agreement shall commence on the Effective Date and continue in effect through December 31, 2009. Thereafter this Agreement shall automatically renew for successive twelve month renewal periods unless either party provides the other not less than sixty (60) days’ prior written notice of termination of the Agreement at the end of the then-current term. This Agreement may also be terminated (a) by mutual written agreement of Customer and Service Supplier at any time; (b) by the non-breaching party in the event of a breach of any of the terms of this Agreement that is not cured within thirty (30) days following written notification of such breach to the breaching party; or (c) by either party in the event of the institution (whether voluntarily or involuntarily) of bankruptcy, insolvency, liquidation or similar proceedings by or against the other party or the assignment of the other party’s assets for the benefit of creditors. |
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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 as [*]. A complete version of this exhibit has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
2. A new Article 2.8 is added to the Agreement, reading, in its entirety, as follows:
Article 2.8
| Business Development Support . Commencing January 1, 2008, Service Supplier will allow Customer to utilize one or more business development support programs listed in Schedule B with respect any Products to the extent the aggregate point value of such Product/program combinations so utilized by Customer do not exceed three (3) points in any calendar year. During the period commencing August 1, 2007 and running through December 31, 2007, Service Supplier will allow Customer to utilize one or more business development support programs listed in Schedule B with respect any Products to the extent the aggregate point value of such Product/program combi |
