Exhibit 10.1
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.
McKesson Corporation
Core Distribution Agreement
This agreement
(“Agreement”), entered into on, September 7, 2005, is
between McKesson Corporation (“McKesson”), a
pharmaceutical distributor, and Bradley Pharmaceuticals, Inc.
(“Manufacturer”), a pharmaceutical
manufacturer.
McKesson performs certain Core
Services (as hereinafter defined) in connection with the
distribution of pharmaceutical products manufactured by
Manufacturer. The parties now wish to define more precisely the
amount and manner of payment of the consideration to be received by
McKesson for its performance of the Core Services.
Now, therefore, McKesson and
Manufacturer agree as follows:
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I.
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Obligations of
McKesson
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a.
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McKesson agrees
to provide the following core distribution services to the extent
customarily performed by a full-range pharmaceutical distributor
consistent with then current industry practices (“Core
Services”): Inventory distribution of Manufacturer’s
product to McKesson’s customers upon their orders therefore;
transmit 852 data including inventory levels on hand and on order
in addition to aggregate sales out; perform back-end administrative
services to support the distribution of Manufacturer’s
product and the maintenance of efficient inventory levels for
servicing customers.
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NISR reports
(inventory reporting) will be provided in place of 852 EDI
reporting until Manufacturer is EDI compliant and is ready to
receive 852 EDI.
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II.
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Obligations of
Manufacturer
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a.
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Manufacturer
agrees to replenish McKesson’s inventory orders in a timely
and efficient manner. Manufacturer will utilize purchase order
numbers provided by McKesson when placing orders on behalf of
McKesson.
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b.
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Manufacturer
will use commercially reasonable efforts to ensure that
McKesson’s inventory replenishment is operational, except for
any scheduled down time needed to maintain effective operations
and/or when
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interruptions
are necessary or caused by conditions outside of
Manufacturer’s control.
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c.
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In
consideration of the Core Services to be provided pursuant to this
Agreement, Manufacturer will pay a fee to McKesson determined in
accordance with Attachment A.
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III.
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Additional
Terms and Conditions
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Payment
calculations are all based on gross branded pharmaceutical
purchases by McKesson.
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In the event
that Manufacturer provides any other pharmaceutical distributor
financial terms with regard to distribution of products that are
more favorable, when taken as a whole (and taking into account the
nature and amount of data provided), than those offered to McKesson
hereunder, then Manufacturer shall offer McKesson the same economic
benefit, effective from and after the date that Manufacturer
provides such more favorable terms to any other pharmaceutical
distributor.
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V.
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Confidentiality
and Disclosure
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This Agreement
and all information which is provided by each party to the other
party pursuant to this Agreement are confidential. Each party
agrees to maintain all such information confidential and except as
may be required by law or order of any court or governmental
agency, not to disclose to any third party any such information
unless such party shall obtain a written rel
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