Exhibit 10.2
FIRST AMENDMENT TO
2006 PRIME VENDOR
AGREEMENT
(Non-Rx
Transition)
This is the first amendment
(“Amendment”) to the 2006 Prime Vendor Agreement
(“2006 Agreement”) dated March 14, 2006
(“Agreement Effective Date”) between AmerisourceBergen
Drug Corporation (“ABDC”) and Longs Drug Stores
California, Inc. (“Longs”). This Amendment is effective
as of April 19, 2006 (“Amendment Effective
Date”).
A. Longs and ABDC entered into the
2006 Agreement to establish the terms under which ABDC will provide
Products and Services to Longs as of the Agreement Effective
Date.
B. Additionally, Longs and ABDC are
parties to the RxD Warehouse and Direct Store Delivery Primary
Supplier Agreement, dated February 1, 1999, as amended to date
(“Prior Agreement”), which will expire as of the
Agreement Effective Date.
C. The parties now desire to amend
the 2006 Agreement in order to amend certain terms related to
Mainland distribution of Non-Rx Products during July
2006.
NOW, THEREFORE, the parties agree as
follows:
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1.
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DEFINED
TERMS & EFFECT OF THIS AMENDMENT
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Capitalized terms in this Amendment
that are not otherwise defined have the meaning set forth in the
2006 Agreement. Except as otherwise set forth in this Amendment,
the 2006 Agreement continues in full force in accordance with its
terms. If there is any conflict between the 2006 Agreement and any
provision of this Amendment, this Amendment will
control.
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2.
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NON-RX PRODUCTS
DURING JULY 2006
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A. Pursuant to Section 1(C) of
Exhibit 1 of the 2006 Agreement, Longs agreed to self-distribute
Non-Rx Products so that ABDC would no longer be Longs’
primary supplier on the Mainland as of the Agreement Effective
Date. On March 29, 2006, Longs requested that
* .
The new effective date for Non-Rx Products on the Mainland will be
the Non-Rx Transition Date. The Non-Rx Transition Date will be no
earlier than the Agreement Effective Date and no later than
July 28, 2006.
B. ABDC has agreed to delay the
Non-Rx Transition Date beyond the Agreement Effective Date if Longs
agrees to compensate ABDC for certain incremental expenses that
ABDC will incur,
* (“National
DC”). Certain such expenses may be incurred by ABDC after the
Non-Rx Transition Date unless ABDC has sufficient advance
notice.
C. From the Agreement Effective Date
until the Non-Rx Transition Date:
1. ABDC will continue (as under the
Prior Agreement) to be the primary supplier of Non-Rx Products on
the Mainland; provided, however, that ABDC will promptly upon
execution of this Amendment
* .
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*
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Subject to a
request for confidential treatment; Separately filed with the
Commission.
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1
2. If Longs notifies ABDC on or
before April 24, 2006, that it will be able to begin
self-distribution of Non-Rx Products by the Agreement Effective
Date,
* .
The Non-Rx Transition Date will be July 1, 2006.
3. (a) If Longs will need to
delay the Non-Rx Transition Date, it will notify ABDC no later than
the following notice dates in order to delay the Non-Rx
Transit
