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EXHIBIT 610.35
SALES FORCE TRANSITION AGREEMENT
This Sales Force Transition Agreement (the "Agreement") is made and
entered into as of the 6th day of July, 1998, between Vivus, Inc., a Delaware
corporation ("Vivus") and ALZA Corporation, a Delaware corporation ("ALZA").
R E C I T A L S
A. Vivus has created a sales force to promote products to
urology specialists in the United States.
B. Due to business considerations, Vivus is considering a decrease in
the size of its total sales organization.
C. ALZA desires to increase the size of its sales force by adding sales
representatives experienced in promoting products to the urology and primary
care markets.
D. The parties desire to effect an orderly transition of the Vivus
sales force to ALZA in accordance with the terms and conditions of this
Agreement.
NOW THEREFORE, in consideration of the following covenants, promises
and obligations, Vivus and ALZA agree as follows:
1. Definitions
1.1 "Affiliate" shall mean any corporation, firm, partnership
or other entity which, at the time in question, is directly or indirectly owned
or controlled by or under common control with, Vivus or ALZA, as the case may
be. For the purposes of this definition "control" shall mean the ownership,
directly or indirectly, of more than 50% of the voting stock or stockholders'
equity of a corporation or, in the case of a non-corporate entity, the right to
receive more than 50% of the profits or of the assets upon dissolution.
1.2 "Confidential Information" shall mean (i) in the case of
Vivus, employeespecific information (such as performance and compensation
information) disclosed by Vivus to ALZA concerning the Vivus Sales Employees and
information included in training materials relating to the MUSE product, and
(ii) in the case of ALZA information disclosed by ALZA to Vivus concerning
ALZA's products and training and promotional materials relating thereto, and
ALZA employment and compensation practices. Confidential Information shall not
include any information which is (i) now in the public domain or subsequently
enters the public domain without fault on the part of the receiving party; (ii)
known by the receiving party from its own sources, as evidenced by the receiving
party's written records; or (iii) received from any third party not under any
obligation to keep such information confidential.
1.3 "Liabilities" shall mean any and all liabilities, claims,
demands, losses or judgments of any kind or nature, primary or secondary,
including without limitation any liability for
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claims of personal injury or death, and all reasonable attorneys' fees incurred
in connection with the defense of any such claims.
1.4 "MUSE" shall mean the MUSE(R) (alprostadil) transurethral
delivery product for erectile dysfunction in the form being marketed by Vivus in
the United States as of the Effective Date of this Agreement.
1.5 "Transition Date" shall mean July 1, 1998.
2. Vivus Sales Personnel
2.1 Reimbursement for Interim Period. During the period from
the Transition Date through July 31, 1998, Vivus shall cause each of the Vivus
Sales Employees who remain in Vivus' employ during such period to perform sales
and promotion services on behalf of ALZA as requested by ALZA and to undergo
training as requested by ALZA. Such services shall be performed in accordance
with ALZA's training and instructions and in compliance with applicable laws and
regulations. ALZA shall reimburse Vivus for Vivus' out-of-pocket costs incurred
in paying salaries and other benefits (to the extent specifically quantified in
Exhibit C) incurred for services actually performed for ALZA by Vivus Sales
Employees from the Transition Date through July 31, 1998. Such reimbursement
will be made within 30 days after receipt of Vivus' invoice for such amounts. To
be eligible for such reimbursement to Vivus such employees must perform sales
and promotion services on behalf of ALZA as requested by ALZA and undergo
training as requested by ALZA. During such interim period Vivus shall not
increase the salary, bonus, benefits, perquisites or other incentives to the
Vivus Sales Employees (other than the adoption of severance arrangements
pursuant to layoffs, for which Vivus shall bear the cost without reimbursement
by ALZA) without ALZA's prior written consent. At the conclusion of such interim
period Vivus shall promptly return to ALZA any and all promotional or training
materials, samples and other items provided by ALZA hereunder, other than those
that are in the possession of Vivus Sales Employees who become employees of ALZA
hereunder.
2.2 Offers of Employment.
(a) Promptly after execution of this Agreement, Vivus
will review with ALZA the employment history of each of the employees listed on
Exhibits A-1 and A-2 (the "Vivus Sales Employees"), including, without
limitation, salary, benefits, bonuses, defined compensation, options,
performance reviews and such other information as ALZA may reasonably request.
Vivus shall have obtained the written consent of each of such employees to the
provision of information to ALZA. Vivus shall also make such persons available
to meet with ALZA, if ALZA so requests.
(b) As soon as reasonably possible, but in any event
by July 31, 1998, ALZA shall notify each of the Vivus Sales Employees of ALZA's
determination of whether or not to offer employment to each such person and
shall make an offer of employment to each person for whom a positive
determination is made, such employment to be effective August 3, 1998. ALZA's
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determination as to individual employees may be made based upon factors to be
determined by ALZA which may include, without limitation, the overall fit with
ALZA's sales and marketing organization, experience, motivation, geographic
location, compensation and performance. Offers of employment made to such
persons by ALZA would be in accordance with the terms and conditions described
in Exhibit B. Vivus shall not request or encourage any such persons to remain in
the employ of Vivus or to accept employment with a company other than ALZA.
2.3 Communications; Notice. Vivus shall provide to the Vivus
Sales Employees any notices required by applicable law or regulation in
connection with the prospective termination of their employment with Vivus.
Vivus shall provide ALZA with drafts of all proposed notices and communications
to the Vivus Sales Employees, and provide ALZA a reasonable opportunity to
review and comment on such materials, provided that any notice or communication
that relates to ALZA or potential employment with ALZA shall be subject to
ALZA's prior approval. Vivus and ALZA's human resource personnel shall meet on a
weekly basis to communicate the status of employment offers and other personnel
matters.
2.4 Other Costs and Expenses. Except for the reimbursement
provided for in Section 2.1, with respect to each Vivus Sales Employee, whether
or not subsequently employed by ALZA, Vivus shall bear and discharge, and
indemnify and hold harmless ALZA and its Affiliates, employees, officers,
directors, successors and assignees from and against all obligations and
Liabilities (excluding such obligations and Liabilities resulting from the gross
negligence or willful misconduct of ALZA), including but not limited to
obligations and Liabilities for wages, compensation, vacation pay, benefits,
termination or severance pay (including notice of termination or pay in lieu of
notice, damages for wrongful dismissal or similar claims), which relate to such
person's employment by Vivus (including without limitation the interim period
referred to in Section 2.1) or the termination thereof; including any interest,
award, judgment or penalty relating thereto and any costs and expenses
(including attorneys' fees) incurred by ALZA in such matters.
2.5 Non-solicitation. Neither Vivus nor its Affiliates shall,
without ALZA's prior written consent, prior to [ * ], directly or indirectly
solicit for employment or hire any of the Vivus Sales Employees who become
employed by ALZA (except for such employees whose employment is terminated by
ALZA).
2.6 ALZA Costs. Except for the compensation provided to ALZA
in Section 3.2, with respect only to each Vivus Sales Employee who becomes an
employee of ALZA under Section 2.2(b), ALZA shall bear and discharge, and
indemnify and hold harmless Vivus and its Affiliates, employees, officers,
directors, successors and assignees from and against, all obligations and
Liabilities (excluding such obligations and Liabilities resulting from the gross
negligence or willful misconduct of Vivus), including but not limited to
obligations and Liabilities for wages,
[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
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compensation, vacation pay, benefits, termination or severance pay (including
notice of termination or pay in lieu of notice, damages for wrongful dismissal
or similar claims), which relate to such person's employment by ALZA or any
termination thereof; including any interest, award, judgment or penalty relating
thereto and any costs and expenses (including attorneys' fees) incurred by Vivus
in such matters.
3. Promotion of MUSE
3.1 Promotion Activity. With respect to the period from the
Transition Date through December 31, 1998 (the "MUSE Promotion Period"), ALZA
shall devote at least [*]% of the aggregate sales call time, measured on a
calendar quarter basis, of ALZA's urology sales force to promotional
presentations of the MUSE(R) product on behalf of Vivus. For such purposes the
ALZA urology sales force will include approximately [*] of ALZA's current sales
representatives who will be assigned to promotion of urology products and those
Vivus Sales Employees listed in Exhibit A-1 who provide services to ALZA in
urology on an interim basis under Section 2.1, or who are subsequently employed
by ALZA pursuant to Section 2.2. ALZA shall provide a written report to Vivus
within 10 days after the end of each calendar month which [ * ]. [ * ] Vivus
shall provide to ALZA a report by August 10, 1998, providing all such
information for calls made by Vivus sales representatives under Section 2.1.
ALZA's promotion activity shall be performed in accordance with instruction and
training provided by Vivus and in compliance with applicable laws and
regulations. ALZA will not be required to present MUSE in "primary position"
during sales calls. ALZA's obligations under this Section 3.1 will be subject to
(i) prompt provision of materials and training by Vivus in accordance with
Section 3.3; and (ii) continued supply, distribution and customer support for
MUSE by Vivus in accordance with applicable laws and regulations. In addition,
if there is a substantial adverse medical development relating to MUSE which
ALZA, in its reasonable judgment, believes would be likely to result in material
harm to the reputation of ALZA or its sales force, then ALZA may notify Vivus of
such concern and the parties will agree on appropriate steps for an orderly
winding down of promotional activities while complying with applicable
regulatory requirements.
3.2 Incentives. During the MUSE Promotion Period, ALZA will
provide sales incentives for its urology sales force in which [*]% of the total
incentive package is based on sales of MUSE. Vivus shall reimburse ALZA for such
portion of the sales incentives that are based on sales of MUSE, within 30 days
after ALZA's invoice for such amounts.
3.3 Training, Materials. As a condition to ALZA's obligations
under Section 3.1, Vivus shall provide to ALZA at Vivus' cost and expense,
promptly after the Transition Date but in any event by July 15, 1998, such
promotional materials and training relating to MUSE as are necessary and
appropriate for ALZA to provide the promotional services contemplated in this
[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
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Article 3. Vivus shall ensure that all such training and promotional materials
are in compliance with applicable laws and regulations, including those
promulgated by the U.S. Food and Drug Administration.
3.4 Indemnity. Vivus shall indemnify and hold harmless ALZA
and its Affiliates, employees, officers, directors, successors and assignees
from and against any and all Liabilities which such person may incur, suffer or
be required to pay arising out of: (i) any claim relating to or arising out of
the manufacture, use, promotion or sale of Vivus' products; (ii) Vivus' breach
of any of its obligations under this Agreement; (iii) Vivus' or Vivus
personnel's negligence or willful misconduct; (iv) any advertising, training or
promotional material furnished by or on behalf of Vivus; or (v) Vivus' or Vivus
personnel's failure to materially comply with any applicable law, rule,
regulation or order of any governmental authority having jurisdiction.
Notwithstanding the foregoing, Vivus shall not be required to indemnify ALZA for
any losses to the extent they arise from; (i) the failure by ALZA to promote the
Products in accordance with approved labeling and the terms of this Agreement,
(ii) the gross negligence or willful misconduct of ALZA, or (iii) any breach by
ALZA of its material obligations under this Agreement.
4. Representations and Warranties
4.1 The Parties. Each of Vivus and ALZA represents and
warrants to the other that (i) it has the authority and right to enter into this
Agreement and to perform its obligations hereunder, and (ii) its execution,
delivery and performance of this Agreement will not conflict with the terms of
any other agreement or obligation to which it is a party or is bound; (iii)
neither it, nor any of its employees who will be undertaking activities related
to this Agreement, have been debarred or the subject of debarment proceedings by
the U.S. Food and Drug Administration.
4.2 Vivus. Vivus represents and warrants to ALZA that, (i)
Vivus has provided to ALZA a true and complete copy of the Innovex Agreement,
and the Innovex Agreement has been terminated by mutual agreement of Vivus and
Innovex; (ii) Vivus has made all payments due as of the Transition Date under
the Innovex Agreement and shall make timely payments of any amounts incurred
prior to the Transition Date but not yet paid; (iii) each of the Vivus Sales
Employees is employed by and in good standing with Vivus, and none of such
employees has made any claim or demand against Vivus for any reason; and (v) the
Vivus Sales Employees are not entitled to any payments or benefits relating to
their employment by Vivus or the termination thereof, except as specified in
Schedule 4.2 of this Agreement.
5. Confidentiality
5.1 Confidential Information. Except as specifically
authorized by this Agreement, each party shall, for a period of five years from
the date of this Agreement, keep confidential, not disclose to others and use
only for the purposes provided for or permitted under this Agreement, all of the
other party's Confidential Information, except as provided for or permitted by
this Agreement. Notwithstanding the foregoing, such information may be (i)
disclosed to
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governmental agencies and to others where such information may be required to be
included in regulatory filings; (ii) provided to third parties under appropriate
terms and conditions including confidentiality provisions substantially
equivalent to those in this Agreement for consulting or marketing arrangements;
(iii) disclosed to the extent required by applicable laws or regulations or as
ordered by a court or other regulatory body having competent jurisdiction. In
each of the foregoing cases, the recipient will use its reasonable efforts to
limit the disclosure and maintain confidentiality to the extent possible.
5.2 Public Disclosure.
(a) The parties shall draft mutually agreeable
separate press releases regarding this Agreement. Such press releases shall be
made as agreed upon by the parties following execution of this Agreement.
(b) Except for the press releases described in
Section 5.2(a), neither party shall, without the prior written consent of the
other party, disclose to third parties, nor originate any publicity, news
release or public announcement, written or oral, whether to the public, the
press, stockholders or otherwise, referring to the existence or terms of this
Agreement, including its existence, the subject matter to which it relates, the
performance under it or any of its specific terms and conditions, except such
announcements or disclosures as, in the opinion of the counsel for the party
making such announcement, are required by law, including United States
securities laws, and each party may disclose the existence of this Agreement and
the material terms and conditions hereof under circumstances that reasonably
ensure the confidentiality thereof to any government or regulatory authorities,
including without limitation the United States Securities and Exchange
Commission to the extent required by applicable law. If a party decides to make
an announcement it believes to be required by law with respect to this
Agreement, it will give the other party such notice as is reasonably practicable
and an opportunity to comment upon the announcement.
6. Term and Termination
6.1 Term. The term of this Agreement shall continue unless or
until otherwise earlier terminated pursuant to this Section 6.
6.2 Termination by Either Party. ALZA may terminate its
obligations under Sections 3.1 and 3.2, and Vivus may terminate its obligations
under Section 3.2, upon written notice to the other party in the event of any of
the following:
(a) a breach by the other party of any material
provision herein that is continuing 60 days after the nonbreaching party gives
the breaching party notice of such breach, specifying in reasonable detail the
particulars of the alleged breach, and such breach has not been cured within
such 60 day period (or if such breach cannot by its nature be cured within 60
days, if reasonable progress has not been made by the breaching party during
such 60 day period toward curing such breach) or
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(b) the other party becomes insolvent, or voluntary
or involuntary proceedings are instituted by or against the other party, or a
receiver or custodian is appointed for such other party's business, or a
substantial portion of such other party's business is subject to attachment or
similar process, or the other party is unable to satisfy its financial
obligations as they become due, enters into any composition or arrangement with
its creditors or enters into liquidation.
6.3 Effect. Any termination pursuant to Section 6.2 shall not
effect any other provisions than those set forth in Section 6.2, and such other
provisions shall remain in effect.
7. Insurance
7.1 Insurance Policies. Each party shall maintain in effect
for at least three years from the date of this Agreement a policy of liability
insurance, in an amount not less than $5,000,000, that provides coverage for
such party's indemnity obligations hereunder.
8. Miscellaneous
8.1 Force Majeure. If the performance by either party of any
obligation under this Agreement is prevented, restricted, interfered with or
delayed by reason of any cause beyond the reasonable control of the party liable
to perform, unless conclusive evidence to the contrary is provided, the party so
affected shall, upon giving written notice to the other party, be excused from
such performance to the extent of such prevention, restriction, interference or
delay, provided that the affected party shall use its reasonable efforts to
avoid or remove such causes of non-performance and shall continue performance
with the utmost dispatch whenever such causes are removed. When such
circumstances arise, the parties shall discuss what, if any, modification of the
terms of this Agreement may be required in order to arrive at an equitable
solution.
8.2 Governing Law. This Agreement shall be deemed to have been
made in the State of California and its form, execution, validity, construction
and effect shall be determined in accordance with the laws of the State of
California, without giving effect to the principles of conflicts of law thereof.
8.3 Headings and References. All section headings contained in
this Agreement are for convenience of reference only and shall not affect the
meaning or interpretation of this Agreement. Unless the context requires
otherwise, all references in this Agreement to any article, section, schedule or
exhibit shall be deemed and construed as references to an article or section of,
or an exhibit to, this Agreement, and any such exhibits are hereby incorporated
in this Agreement by such reference.
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8.4 Dispute Resolution.
(a) Any dispute, controversy or claim arising out of
or relating to this Agreement, or the breach, termination, or invalidity of this
Agreement, shall be submitted in the first instance to the Chief Executive
Officer of Vivus and the Chief Executive Officer of ALZA.
(b) If the matter or dispute cannot be resolved by
the individuals designated in Section 8.4 (a) within 30 days after such
submission, either party shall be entitled to submit the dispute to the next
step in the dispute resolution process set forth in subsection (c).
(c) If any dispute is not resolved in accordance with
subsection (a) and (b), then either party may submit such matter for binding
resolution by arbitration conducted in Santa Clara County, California, in
accordance with the then existing rules of the American Arbitration Association,
and judgment upon the award rendered by the arbitrators may be entered in any
court having jurisdiction thereof. The parties hereby agree that service of any
notices in the course of such arbitration at their respective addresses as
provided for in Section 8.8 of this Agreement shall be valid and sufficient.
(d) In any arbitration pursuant to this Section 8.4,
the award shall be rendered by a majority of the members of a board of
arbitration consisting of three members who shall be appointed by the parties
jointly, or if the parties cannot agree as to three arbitrators within 30 days
after the commencement of the arbitration proceeding, then one arbitrator shall
be appointed by ALZA and one arbitrator shall be appointed by Vivus within 60
days after the commencement of the arbitration proceeding. The third arbitrator
shall be appointed by mutual agreement of such two arbitrators. In the event of
failure of the two arbitrators to agree within 75 days after commencement of the
arbitration proceeding upon the appointment of the third arbitrator, the third
arbitrator shall be appointed by the American Arbitration Association in
accordance with its then existing rules. Notwithstanding the foregoing, in the
event that any party shall fail to appoint an arbitrator it is required to
appoint within the specified time period, such arbitrator and the third
arbitrator shall be appointed by the American Arbitration Association in
accordance with its then existing rules. For purposes of this Section 8.4, the
"commencement of the arbitration proceeding" shall be deemed to be the date upon
which a written demand for arbitration is received by the American Arbitration
Association from one of the parties.
8.5 Severability. If any provision of this Agreement is held
by a court of competent jurisdiction to be invalid or unenforceable, it shall be
modified, if possible, to the minimum extent necessary to make it valid and
enforceable or, if such modification is not possible, it shall be stricken and
the remaining provisions shall remain in full force and effect; provided,
however, that if a provision is stricken so as to significantly alter the
economic arrangements of this Agreement, the party adversely affected may
terminate this Agreement upon 60 days' prior written notice to the other party.
If any of the terms or provisions of this Agreement is in conflict with any
applicable statute or rule of law in any jurisdiction, then such term or
provision shall be deemed
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inoperative in such jurisdiction to the extent of such conflict and the parties
will renegotiate the affected terms and conditions of this Agreement to resolve
any inequities.
8.6 Entire Agreement. This Agreement, including the exhibits
hereto, constitutes the entire agreement between the parties relating to the
subject matter hereof and supersedes all previous writings and understandings,
whether oral or written, relating to the subject matter of this Agreement. In
the event of any inconsistency between this Agreement and any exhibit, standard
operating procedure or other ancillary agreement or document contemplated by
this Agreement, the terms of this Agreement shall govern.
8.7 Amendment. This Agreement may not be amended, supplemented
or otherwise modified except by an instrument in writing signed by both parties
that specifically refers to this Agreement.
8.8 Notices. Any notice required or permitted under this
Agreement shall be sent by certified mail or courier service, charges prepaid,
or by facsimile transmission, to the address or facsimile number specified
below:
If to Vivus: Vivus, Inc.
605 East Fairchild
Mountain View, CA 94043
Fax Number: (650) 934-5357
Attention: Chief Financial Officer
If to ALZA: ALZA Corporation
950 Page Mill Road
PO Box 10950
Palo Alto, CA 94303-0802
Fax Number: (650) 496-8048
Attention: Senior Vice President and
General Counsel
Notices will be deemed delivered five days after mailing, if sent by certified
mail, or upon delivery, if sent by facsimile or courier.
8.9 Assignment and Binding Effect. This Agreement shall be
binding upon and inure to the benefit of the successors and assigns of the
parties hereto. Neither party may assign any of its rights, or delegate any of
its obligations, under this Agreement without the written consent of the other
party, except that either party may assign this Agreement to any Affiliate or to
any corporation with which it may merge or consolidate, or to which it may
transfer all or substantially all of its assets to which this Agreement relates.
Such consent will not be unreasonably withheld if the proposed assignee has
capabilities at least comparable to those of the assigning party to carry out
its obligations hereunder.
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8.10 No Agency. It is understood and agreed that each party
shall have the status of an independent contractor under this Agreement and that
nothing in this Agreement shall be construed as authorization for either party
to act as agent for the other. Neither party shall incur any liability for any
act or failure to act by employees of the other party.
8.11 No Third Party Beneficiaries. Except as expressly set
forth in the indemnification provisions of this Agreement, nothing contained in
this Agreement shall be deemed to create any third party beneficiaries or confer
any benefit or rights on or to any person not a party to this Agreement, and no
person not a party to this Agreement shall be entitled to enforce any provisions
hereof or exercise any rights hereunder.
8.12 No Strict Construction. This Agreement has been
prepared jointly and shall not be strictly construed against either party.
8.13 Counterparts. This Agreement may be executed in two
counterparts, each of which shall be an original as against any party whose
signature appears thereon but both of which together shall constitute one and
the same instrument. A facsimile transmission of the signed Agreement shall be
legal and binding on both parties.
IN WITNESS WHEREOF, the parties, through their authorized officers,
have duly executed this as of the date first written above.
VIVUS, INC. ALZA CORPORATION
By: /s/ David C. Yntema By: /s/ Peter D. Staple
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(signature) (signature)
Name: David C. Yntema Name: Peter D. Staple
------------------------------ -------------------------------
(print) (print)
Title: Title: Senior Vice President
------------------------------ -------------------------------
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C O N F I D E N T I A L
EXHIBITS AND SCHEDULES
Exhibit A Vivus Sales Employees
A-1 (Sales Representatives)
A-2 (Other Sales Personnel)
B Terms of Employment
C Existing Salaries and Benefits
Schedule 4.2 Exceptions to Representations and Warranties
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EXHIBIT A
VIVUS SALES EMPLOYEES
EXHIBIT A-1
[ * ]
[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
A-1
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EXHIBIT A-2
[ * ]
[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
A-2
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EXHIBIT B
Proposal for Vivus Sales Force
ALZA will review all relevant employee information which may include
employee files, performance reviews and discussions with management. By July 31,
1998, ALZA will offer regular ALZA employment at will (the same as other regular
ALZA employees) to such Vivus employees as ALZA believes would fit with ALZA's
sales force in terms of experience, performance, motivation, geographic location
and other considerations.
[ * ]
In very rare cases, it is possible that some employees would need to
relocate as a condition of the offer or to accept different positions.
[ * ]
If ALZA's offer of employment is accepted, the start date will be
Monday, August 3, 1998.
ALZA will endeavor to act as quickly as possible, but no later than
July 31, 1998 to determine which Vivus employees will be offered ALZA
employment.
[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
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EXHIBIT C
EXISTING SALARIES AND BENEFITS
Attachment C-1 to this Exhibit C contains the salaries of Vivus Sales
Employees. In addition to these salaries Vivus compensates the Vivus Sales
Employees with the following non-salary benefits:
- [ * ]
In no event shall the total expense for the above listed non-salary
benefits exceed [*]% of the total salaries paid to the Vivus Sales Employees.
Vivus Sales Employees also receive payments for the following sales
related expenses:
- [ * ]
Vivus will provide ALZA with backup documentation of actual costs
during July 1998, and (at ALZA's request) of historical costs for comparison and
planning purposes.
[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
C-1
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ATTACHMENT C-1
[ * ]
[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
C-2