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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
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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: |
ARTICLE 2.4
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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
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New Product Launch Support . Service Supplier will
provide the following support for Customer’s future new
product launches: |
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(a) |
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Stocking each distribution center with quantities as reasonably
determined by Customer, in no case to exceed *** days of
anticipated demand; and |
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(b) |
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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
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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. |
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
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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 |
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