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EXHIBIT 10.1
MEDIMMUNE, INC.
DISTRIBUTION AGREEMENT
This Agreement made as of October 3, 2000 (hereinafter "EFFECTIVE
DATE") between MedImmune, Incorporated (MEDIMMUNE), Gaithersburg, Maryland,
20878, and Nova Factor, Inc. including its affiliates referred to on the
attached Exhibit A, with main offices located at 1620 Century Center Parkway
Suite 109, Memphis, TN 38134 (DISTRIBUTOR).
Pursuant to this Agreement, MEDIMMUNE appoints DISTRIBUTOR as a [***]
distributor [***] (TERRITORY) for its humanized monoclonal antibody product sold
under the trademark Synagis(R) (hereafter "PRODUCT(S)"). The parties hereto,
intending to be legally bound, hereby agree as follows:
I. OBLIGATIONS OF MEDIMMUNE:
A. Shipment and Pricing to DISTRIBUTOR
1. MEDIMMUNE shall sell to DISTRIBUTOR and ship the
PRODUCT to the above address and to addresses
specified in Exhibit A. MEDIMMUNE shall charge
DISTRIBUTOR for PRODUCTS to be sold to the [***]
market segment and/or through [***] (as defined in
Section II. F. 4) in accordance with the prices and
policies shown in Addendum II plus all applicable
Federal and State Taxes in effect on the date of each
shipment of the PRODUCT. Addendum II, which may be
modified from time to time by MEDIMMUNE, is attached
to this Agreement and incorporated by reference.
2. [***]
In the event that the sale of a PRODUCT by
DISTRIBUTOR [***]. The [***] terms, as defined in
Addendum VI Paragraph two of the obligations of
DISTRIBUTOR attached to this Agreement and
incorporated by reference, for [***] shall not extend
to any [***].
3. Discount Programs
In the event the goals, terms and conditions of the
[***]detailed in Exhibit C are met, DISTRIBUTOR shall
be entitled to receive [***] in Exhibit C as
applicable. MEDIMMUNE shall have the sole discretion
whether to continue the [***] or modify its terms and
conditions after [***].
B. [***] Pricing
For MEDIMMUNE PRODUCTS sold and shipped from DISTRIBUTOR's
inventory [***] and has provided [***] which requires
DISTRIBUTOR to accept [***], DISTRIBUTOR shall be [***].
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C. PRODUCT Recalls
MEDIMMUNE shall compensate DISTRIBUTOR for the expense
incurred in performing all requested recall services not due
to DISTRIBUTOR's negligence, willful misconduct or illegal
misconduct. Such compensation shall be limited to expenses
incurred for recall services directly related to DISTRIBUTOR'S
inventory in DISTRIBUTOR'S possession, unless MEDIMMUNE
requests additional recall services in writing from
DISTRIBUTOR.
D. [***]
E. Title, Insurance, and Delivery
Title. [***]
II. OBLIGATIONS OF DISTRIBUTOR:
A. Payment for the PRODUCT
DISTRIBUTOR shall pay for all orders purchased by DISTRIBUTOR,
with payment to be rendered according to the conditions stated
in Addendum II. Orders shipped directly to DISTRIBUTOR's
customers at DISTRIBUTOR's request shall be considered as
those of DISTRIBUTOR and DISTRIBUTOR shall be responsible for
the payment of such orders. All invoices must be paid in full
under the terms specified in Addendum II [***]. In the event
DISTRIBUTOR fails to render payment for an order of the
PRODUCT as required, MEDIMMUNE shall have the right to
withhold future shipments of the PRODUCT until the outstanding
balance or balances have been paid.
B. Financial and Credit Position
DISTRIBUTOR shall maintain an adequate financial condition
satisfactory to MEDIMMUNE and substantiate such a condition
with audited financial statements of DISTRIBUTOR's parent
corporation or as otherwise reasonably requested by MEDIMMUNE.
[***]. If, in MEDIMMUNE's judgment, at any time before
shipment, the financial responsibility of the DISTRIBUTOR
becomes impaired or unsatisfactory to MEDIMMUNE, MEDIMMUNE
shall have the right to require cash payment or appropriate
security before shipment or shall have the right to refuse to
accept the order.
C. Payment [***]
DISTRIBUTOR shall reimburse MEDIMMUNE for any [***]. MEDIMMUNE
will issue a second invoice for the [***] for which
DISTRIBUTOR shall make payment within 10 (ten) days of receipt
of invoice.
D. Ordering
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DISTRIBUTOR shall transmit MEDIMMUNE orders either direct via
EDI, fax, or phone. All orders submitted by DISTRIBUTOR shall
have the purchase order number clearly indicated.
E. Inventory
1. DISTRIBUTOR [***] from MEDIMMUNE according to the
terms of Addendum II and the rest of this
Agreement. [***].
2. MEDIMMUNE shall be entitled to reasonably request, at
any time, information regarding inventory levels of
PRODUCT, [***]. DISTRIBUTOR shall have the [***] this
information from either computer records or actual
physical inventory count. Upon reasonable notice,
MEDIMMUNE shall also have the right to inspect
DISTRIBUTOR's business records.
3. DISTRIBUTOR shall report its [***] in accordance with
Addendum IV, except for sales information pertaining
to [***].
4. DISTRIBUTOR shall maintain sufficient inventory of
the PRODUCT to promptly and adequately supply the
demand of its customers.
F. Services/SALES
1. DISTRIBUTOR shall provide Personnel and physical
infrastructure for the PRODUCT as well as the
order-taking and delivery services necessary to meet
reasonable needs of customers for the PRODUCT.
2. DISTRIBUTOR shall provide Marketing and Sales support
for the PRODUCT as required in Addendum IV, Addendum
V and Addendum VI attached to this Agreement and
incorporated by reference. All marketing, sales
promotion and sales efforts by. DISTRIBUTOR shall be
undertaken in compliance with all regulations of the
Food and Drug Administration and other federal and
state regulatory agencies.
3. [***].
4. "[***]" shall mean [***] by DISTRIBUTOR in response
to [***] of the PRODUCT in a [***] (hereinafter
"[***]") in exchange for [***] corresponding to the
[***]
a.) MEDIMMUNE and DISTRIBUTOR shall
cooperate in the sharing of
information regarding [***].
G. Pricing to Customers
1. Pricing of the PRODUCT by DISTRIBUTOR shall be
consistent with the terms of Addendum IV or Addendum
VI [***].
H. [***]
1. [***] shall [***] presented by [***] customers.
2. DISTRIBUTOR shall provide MEDIMMUNE with [***] for
[***].
I. Lawful Handling
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1. With respect to the PRODUCT, DISTRIBUTOR shall take
such precautions as are reasonably necessary to
prevent its use, distribution or sale by those who
may not lawfully possess, use, handle, distribute or
sell the PRODUCT, and DISTRIBUTOR will fully comply
with applicable local, state, and federal laws.
2. DISTRIBUTOR shall maintain all federal, state, and
local registrations necessary for the lawful handling
of the PRODUCT and immediately notify MEDIMMUNE of
any denial, revocation or suspension of any such
registration or any changes in the PRODUCT.
J. Proper Handling and Storage
DISTRIBUTOR shall handle and store the PRODUCT in a clean and
orderly location and in a manner which will assure that the
proper rotation and quality of the PRODUCT is maintained and
that PRODUCT is in compliance with all applicable federal,
state and local regulations. DISTRIBUTOR shall comply with
MEDIMMUNE criteria on storage and shipping the PRODUCT that
require special handling as provided in Addendum III attached
to this Agreement and incorporated by reference. DISTRIBUTOR
shall allow physical inspection of storage facilities at any
reasonable time MEDIMMUNE requests upon 10 (ten) business days
prior notice from MEDIMMUNE. DISTRIBUTOR shall in no way or
manner be permitted to repackage the PRODUCT.
K. Substitution
DISTRIBUTOR shall fill orders for the PRODUCT, only with the
PRODUCT. DISTRIBUTOR shall not substitute any orders for the
PRODUCT with products other than the PRODUCT.
L. Transfer of Ownership - Change in Address
DISTRIBUTOR shall notify MEDIMMUNE of the terms and conditions
of any transfer in majority ownership or control, or any
change in address, within a reasonable time prior to such
action.
M. Adverse Event and Product Complaint Reporting
DISTRIBUTOR shall forward to MedImmune, Inc. any information
the DISTRIBUTOR obtains from a customer regarding Adverse
Events (AE) or Product Complaints (PC), as defined below. The
CUSTOMER reporting the Adverse Event or Product Complaint
should be instructed to call a MedImmune, Inc. representative
by calling the toll free hot line, 1-877-633-4411. In
addition, DISTRIBUTOR shall forward patient initial, patient
number identification, physicians phone number, and a brief
description of the AE or PC via Email to
Drugsafety@MedImmune.com or by faxing to 240-632-4180.
Adverse Events (AE) definition:
Adverse Events (AE) means any adverse reaction associated with
the use of a licensed product in humans, whether or not
considered product related and whether or not confirmed by a
health professional. The term "associated with the
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use of product" does not imply a causal relationship of the
reported event to the drug. This includes the following: An
adverse event occurring in the course of the use of a product
in professional practice; An adverse event occurring from
abuse of the product; An adverse event occurring from the
withdrawal of the product; Any significant failure of expected
pharmacological action; NOTE: THE TERMS "ADVERSE EVENT",
"ADVERSE BIOLOGIC REACTION", "ADVERSE DRUG REACTION" OR
"ADVERSE REACTION" ARE USED SYNONYMOUSLY.
Product complaint definition:
Complai is a claim or expression of displeasure,
dissatisfaction or annoyance with a licensed product, licensed
product related materials or licensed product-related
information. It may or may not involve a formal charge or
accusation. It may be related to identity, purity, potency,
safety or quality of the product. If the complaint involves a
medical event in a patient, it must be considered an adverse
event.
III. RETURNS
A. [***] that are a result of returns are the responsibility of
[***]. Furthermore, MEDIMMUNE will not accept merchandise that
has been [***]. All returns require prior approval by
MEDIMMUNE. No other returns will be accepted.
B. [***]. Proper documentation, including certification that
[***], must accompany every return or claim. [***] for [***]
will only be issued after MEDIMMUNE has received the [***]
from DISTRIBUTOR. DISTRIBUTOR shall report all claims for
returns of PRODUCT shipped by MEDIMMUNE [***] receiving date.
[***].
C. The provisions of this section of further subject to those of
[***].
IV. GENERAL PROVISIONS
A. All orders are subject to acceptance and approval by
MEDIMMUNE.
B. Neither MEDIMMUNE nor DISTRIBUTOR shall be liable to the other
for failing to do as agreed where such failure is the result
of a strike or other labor disturbance, fire, flood,
earthquake, storm, governmental action, or other reason beyond
its control.
C. [***]
D. [***]
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E. No business unit, subsidiary, affiliate, division or operation
conducted by DISTRIBUTOR other than those listed on Exhibit A
shall be bound by the terms and conditions, or entitled to the
rights, of this Agreement. Nova Factor, Inc. shall be liable
for any and all breaches or failures, including the failure to
render payment for the PRODUCT, committed by the entities
listed on Exhibit A.
F. This Agreement may be changed or amended only in writing
signed by duly authorized representatives of MEDIMMUNE and
DISTRIBUTOR, and in the case of MEDIMMUNE, only by an
authorized representative from its office in Gaithersburg. All
attachments and addenda to this Agreement are hereby
incorporated by reference.
G. This Agreement, and any rights or obligations hereunder, shall
not be assigned by either party without the written consent of
the other party, except that either party may otherwise assign
its respective rights and transfer its respective duties to
any assignee of all or substantially all of its business (or
that portion thereof to which this Agreement relates) that is
not a subsidiary or division of its parent corporation or in
the event of its merger or consolidation or similar
transaction with a business entity other than a subsidiary or
division of its parent corporation. Either party may assign
its respective rights and/or transfer its respective duties to
a subsidiary or division of its parent corporation only upon
the written permission of the other party which shall not be
unreasonably withheld.
H. This Agreement shall renew automatically on the one year
anniversary of the EFFECTIVE DATE and every year thereafter
unless either terminates this Agreement with a 30 (thirty) day
notice prior to the anniversary date. During its term, the
Agreement may be terminated by either party upon thirty (30)
days written notice mailed to the other at the address set
forth above or terminated immediately for any breach of the
terms and conditions of this agreement.
I. During the term of the Agreement, each party may find it
necessary to disclose confidential and proprietary information
to the other (hereinafter "INFORMATION"). The INFORMATION may
include but not be limited to pricing generally [***], price
quotations for the PRODUCT by DISTRIBUTOR or MEDIMMUNE,
delivery schedules, manufacturing schedules, sales amounts and
sales figures. During the term of this Agreement and for 5
(five) years thereafter, irrespective of any termination
earlier than the expiration of the term of this Agreement,
each party shall maintain the INFORMATION in confidence and
shall not reveal the INFORMATION to third parties without the
written consent of the disclosing party, except as required by
law, regulation, or legal process. These restrictions shall
not apply to INFORMATION that:
a) becomes public knowledge without the fault of the
receiving party;
b) is already in the possession of the receiving party
as shown by competent evidence;
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c) is disclosed to the receiving party by a third party
with no obligation to the disclosing party to
maintain its confidentiality;
d) is independently developed by the receiving party
without reference to the INFORMATION of the other
party.
J. Except for any announcement intended solely for internal
distribution by other party or any disclosure required by
legal, accounting, or regulatory requirements beyond the
reasonable control of the other party, all media releases,
public announcements, or public disclosures (including, but
not limited to, promotional or marketing material) by the
other party its employees or agents relating to this Agreement
or its subject matter, or including the name of MEDIMMUNE or
any affiliate, shall be coordinated with and approved in
writing by MEDIMMUNE prior to the release thereof.
K. This Agreement supersedes all prior contracts, agreements, and
understandings between MEDIMMUNE and DISTRIBUTOR with regard
to its subject matter.
L. This Agreement shall be construed in accordance with, and
governed by, the laws of the State of [***].
M. Unauthorized deductions are in violation of this Agreement and
will result in delayed shipments or canceled orders.
IN WITNESS WHEREOF, the parties hereto have executed this DISTRIBUTOR AGREEMENT
as of the date set forth above.
MEDIMMUNE DISTRIBUTOR
By: /s/ Armando Anido By: /s/ Randy Grow
--------------------------------- -----------------------------
Armando Anido
Title: Senior Vice President,
Sales and Marketing
Date: 10/3/00 Date: 9/29/00
------------------------------- ---------------------------
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EXHIBIT A
Nova Factor, Inc. AHI Pharmacies, Inc.
1620 Century Center Pkwy Suite 109 40880B County Center Drive Suite M
Memphis, Tennessee 38134 Temecula, CA 92691
Tel: 877-482-5927 Key Contact: Patricia Morrison, R.Ph.
Fax: 877-369-3447 Tel: 909-694-4226
Key Contact: Bob Cates, Pharm.D. Fax: 800-233-3784
[***] [***]
Texas Health Pharmaceutical Resources AHI Pharmacies, Inc.
2100 Highway 360, Suite 604 9741-A Southern Pines Blvd.
Grand Prairie, Texas 75050 Charlotte, NC 28273
Key Contact: Michael Rizk, Pharm.D. Key Contact: Joe Cooke, R.Ph.
Tel: 972-602-3471 Tel: 704-522-6345
Fax: 972-602-8312 Fax: 704-527-5490
[***] [***]
Cook Children's Home Health AHI Pharmacies, Inc.
2100 Highway 360, Suite 605A 5393 Roosevelt Blvd. Suite 21
Grand Prairie, Texas 75050 Jacksonville, FL 32210
Key Contact: Michael Rizk, Pharm.D. Key Contact: Gary Roberts, Pharm.D.
Tel: 972-602-3471 Tel: 904-388-2688
Fax: 972-602-1521 Fax: 904-388-9779
[***] [***]
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Nova Factor, Inc. CM FactorCare
3576 Loma Ridge Drive 1000 Sunset Ridge Road Suite 200
Hoover, Alabama 35216 Northbrook, IL 60062-4010
Key Contact: Nancy Bishop, R.Ph. Key Contact: Bob Cates, D.Ph.
Tel.: 205-823-1172 Tel: 847-562-9966
Fax: 205-823-1265 Fax: 847-562-9988
[***] [***]
Childrens Home Services Children's Biotech Pharmacy Services
dba Childrens Home Care 111 Michigan Avenue # W4-600
4650 Sunset Blvd. Mail Stop 16 Washington, DC 20010-2970
Los Angeles, CA 90027 Tel: 202-884-3716
Key Contact: Bob Cates, D. Ph. Key Contact: Doug Scheckelhoff
Tel: 213-669-2401
Fax: 213-668-7676
[***]
Le Bonheur Children's Medical Center
50 North Dunlap
Memphis, TN 38103
901-572-3000
Key Contact: Bert Price
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ATTACHMENTS:
ADDENDUM I: RETURNS POLICY
ADDENDUM II: DISTRIBUTOR PRICE LIST AND TERMS
ADDENDUM III: STORAGE AND SHIPPING GUIDELINES
ADDENDUM IV: [***]
ADDENDUM V: DISTRIBUTOR [***] REQUIREMENTS
ADDENDUM VI: [***]
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ADDENDUM I
RETURNS POLICY
MedImmune, Inc. Return Policy and Instructions:
Returnable PRODUCT:
- - [***] that are [***] and have [***]. ([***] must be documented.)
- - [***] from MEDIMMUNE and [***] is reported [***] of receipt.
No other returns are accepted.
These procedures must be followed when returning Synagis(R):
- Contact MEDIMMUNE Customer Service at 1(877) 633-4411 to
obtain a Return Authorization Form.
- COMPLETELY fill out the Return Authorization form, including
[***], courier, pick-up date and signature.
- INCLUDE THE RETURN AUTHORIZATION FORM AND A [***] WITH EACH
RETURN. NO returns will be accepted without the form. Please
reference the Return Authorization document number on your
[***].
- FOLLOW THE ATTACHED PACKAGING INSTRUCTIONS FOR EACH TYPE OF
RETURN.
- The Wholesaler has agreed to maintain [***] necessary for the
[***] of this product. Therefore, [***], will not be honored.
If any of the above procedures have not been followed,
MedImmune will not be held responsible for [***] of
merchandise. Credits will be issued to DISTRIBUTOR at the net
purchase price for products returned correctly within (30)
days from the day that DISTRIBUTOR notifies MEDIMMUNE the
tracking number and any pertinent information via fax that a
return shipment has taken place.
- RETURN SHIPMENTS WILL ONLY BE RECEIVED BY MEDIMMUNE DURING THE
HOURS OF 9:00 A.M. TO 5:00 P.M. MONDAY THROUGH FRIDAY, EXCEPT
ON HOLIDAYS. DO NOT SHIP RETURNS ON FRIDAYS!
Please contact MedImmune Customer Service at 1(877) 633-4411, if you have any
questions. Thank you.
MedImmune Fax number: (301) 527-4210
[***]
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ADDENDUM II:
DISTRIBUTOR PRICING (CURRENT AS OF AUGUST 1, 2000)
[***]
-----
SYNAGIS(R)(NDC 60574-4111-1), (palivizumab); 100mg single dose vial $[***]
SYNAGIS(R)(NDC 60574-4112-1), (palivizumab); 50mg single dose vial $[***]
[***]
TERMS [***]
[***]
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ADDENDUM III
STORAGE AND SHIPMENT OF SYNAGIS(R)
- - [***]
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ADDENDUM IV
DISTRIBUTOR PERFORMANCE REQUIREMENTS
- - DISTRIBUTOR will submit [***] to MEDIMMUNE [***]. Data must be
submitted [***] according to the format [***].
- - DISTRIBUTOR will [***].
- - DISTRIBUTOR markup for both wholesaler sales and sales from other than
the [***] program to its customers/[***].
- - DISTRIBUTOR will provide MEDIMMUNE with [***] for purposes of market
research and mailings only. Information will be agreed upon by both
parties and will remain confidential. However, DISTRIBUTOR shall not be
required to provide [***] pertaining [***] for which DISTRIBUTOR has a
contractual obligation not to disclose to third parties.
- - DISTRIBUTOR will [***] DISTRIBUTOR [***], notifying DISTRIBUTOR [***].
- - DISTRIBUTOR will provide support, where appropriate, to MEDIMMUNE
[***].
- - DISTRIBUTOR will use telemarketing staff, internal and external sales
staff, direct marketing and other promotional or advertising materials
that have been preapproved by MEDIMMUNE in order to promote PRODUCTS.
- - If any account of the DISTRIBUTOR becomes a credit risk DISTRIBUTOR
shall give MEDIMMUNE [***] to the termination of the subject account
and such notification shall be delivered via e-mail to the following
address: Data@MedImmune.com.
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ADDENDUM V
DISTRIBUTOR [***] REQUIREMENTS
- - DISTRIBUTOR [***] TO [***] WITH RESPECT TO [***].
- - DISTRIBUTOR WILL ATTEMPT TO [***], AND TO [***] PRODUCT TO [***]
THEREUNDER.
- - IN THE EVENT DISTRIBUTOR IS UNABLE TO [***], DISTRIBUTOR WILL SEND
[***] TO ANY [***].
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EXCELSPREADSHEET
EXHIBIT B
- --------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
- --------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***] [***]
- --------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***] [***]
- --------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***] [***]
- --------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***] [***]
- --------------------------------------------------------------------------------------------------
[***]
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ADDENDUM VI
[***]
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EXHIBIT C
[***]
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EXHIBIT C-1
SYNAGIS(R) [***] PROGRAM
- - [***]
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EXHIBIT C-2
CRITERIA FOR BEING A MEDIMMUNE [***]
- - [***]
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EXHIBIT C-3
REQUIREMENTS FOR BEING A MEDIMMUNE [***]
- - [***]
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EXHIBIT C-4
[***]
[***]
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EXHIBIT C-5
SYNAGIS(R) OUTCOME DATA
REQUIRED DATA FROM [***] DISTRIBUTORS
Nova Factor, Inc. will put forth its best efforts to obtain the following
information.
Due to patient confidentiality, we do not wish to receive individual patient
information. However, the following aggregated data, updated on a monthly basis
from 07/01/00 through 06/30/01, and a final aggregated data by 07/31/01 is
required:
1) # of patients [***]
2) Number of patients [***].
3) Location of first injection [***].
4) Mean [***] at first injection (with ranges).
5) Mean [***] (with ranges).
6) Breakdown [***] as follows: [***]
7) Breakdown [***] as follows: [***].
8) Mean [***] (with ranges).
9) [***]
10) Breakdown by [***] as follows [***].
11) # With [***].
12) # With [***] broken down as [***].
13) # With [***], specify e.g., [***].
14) [***] mix broken down as follows: [***].
15) Number of [***], broken down by insurance type.
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EXHIBIT C-6A
SUPPLY SERVICE REPORTS REQUIRED BY
[***]
Distributor Report Template
The goal of this template is to bring consistency to the way MEDIMMUNE receives
data regarding distribution of Synagis(R). This will enable us to better support
distributor efforts ensure that patients have access to the product.
Description of fields
Although many of the fields are self explanatory, those that have special needs
associated with them are explained below:
1. [***] - a consistent spelling of the [***] should be established for
data entry. A good example is [***] is abbreviated as [***] and
unabbreviated in the report, payer identification becomes difficult.
Similarly a protocol for [***] should be established as well. [***].
2. [***] - Specific [***] if known, otherwise the abbreviations [***]
should be entered.
3. [***] % - the percentage of [***] that is associated with [***] for
Synagis(R).
4. Status - This is to identify the broad category a patient referral
falls into. The preferred terms are: [***].
5. Explanation -further explanation of [***]. Provides categories for
[***]. Examples: Out of Network, [***].
6. Action/Comments - Free text that describes action was taken, examples -
referred to XXX [***], referred [***], referred to [***]
- - Further explanation of [***] decisions, examples -[***].
- - Number of [***] for a patient who was [***] or has [***].
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EXHIBIT C-6B
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[***] [***] [**] [*] [***] [***] [***] [**] [***] [***] [***]
---------- -------- ------- ---- ------ ------------ --------- ----------- ---------- ----------- -------- ------------- ---------
[***] [***] [***] [***]
---------- -------- ------- ---- ------ ------------ --------- ----------- ---------- ----------- -------- ------------- ---------
[***]
---------- -------- ------- ---- ------ ------------ --------- ----------- ---------- ----------- -------- ------------- ---------
[***]
---------- -------- ------- ---- ------ ------------ --------- ----------- ---------- ----------- -------- ------------- ---------
[***]
---------- -------- ------- ---- ------ ------------ --------- ----------- ---------- ----------- -------- -------------
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