Exhibit 10.41
SALES FORCE WORK ORDER # 8872
EFFECTIVE DATE OF WORK ORDER: The Date of NDA Approval (defined below) or any
other date agreed to by the Parties in writing
This Sales Force Work Order is entered into between Columbia Laboratories, Inc.
("Columbia"), and Innovex LP ("Innovex"), pursuant to the Master Services
Agreement, having an Effective Date of July 31, 2002, between Columbia and
Innovex, and is subject to all the terms and conditions set forth therein,
except as may be otherwise expressly provided herein. Columbia and Innovex may
each be referred to herein individually as a "Party" and collectively as the
"Parties."
A. BRIEF DESCRIPTION OF SALES FORCE PROJECT:
Sales Force
Innovex is providing Columbia a full time sales force of approximately 60 to 75
sales representatives with 5 to 7 managers which will be assigned to promoting
Striant(TM) to a selected list of approximately 8,000 endocrinologists,
urologists, and HVP primary care physicians, or such other products and
physicians designated by Columbia to Innovex in writing. The sales force will be
on a [***] cycle. Columbia's objective is to maximize the quality of the calls
to drive sales of Striant(TM).
B. PROJECT TEAMS:
Columbia Contact Person: Meg Coogan
Senior Vice President, Marketing & Sales
address: 354 Eisenhower Parkway
2nd Floor South
Livingston, NJ 07039
phone: 973-994-3999
fax: 973-994-3001
Innovex Contact Person: Bob McGowan
VP of Field Operations
address: 10 Waterview Blvd.
Parsippany, NJ 07054
phone: 973-257-4500 x3023
fax: 814-269-2123
Routine correspondence relevant to the operation of the sales force should be
sent to the above-named contact persons. All notices or similar communications
in regard to the terms or a change of terms of this Work Order are to be sent to
the parties named in the Master Services Agreement - Section 16. Notices.
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C. PROJECT TERM AND KEY DATES (unless otherwise agreed by the Parties in
writing):
- -----------------------------------------------------------------------
Project Start Date First day of the month following
NDA Approval
- -----------------------------------------------------------------------
District Manager Start Date First day of the month following
NDA Approval
- -----------------------------------------------------------------------
Sales Representative Start Date 4 to 6 weeks after Project Start
Date
- -----------------------------------------------------------------------
Home Study Begins 4 to 6 weeks after Project Start
Date
- -----------------------------------------------------------------------
Initial In-Class Training Start Date One week after Sales
Representative Start Date
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Last Sales Representative Field Day December 31, 2005
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Project End Date December 31, 2005
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"Project Term" shall mean the period of time beginning on the Project Start Date
and ending on the Project End Date. Provided, however, that this Work Order
shall terminate if and when the Royalty Agreement terminates.
D. DEFINITIONS
1. "Day Worked" shall mean a day during which a Sales Representative details
or presents to Prescribers, or attends scheduled company training and/or
specifically designated home study. A "Day Worked" by a District Manager
shall mean a day during which the District Manager performs duties and
responsibilities described in the Work Order. Days Worked shall not include
days on leave, holidays, sick days or vacations.
2. "Detail" shall mean an interactive face-to-face contact by a Sales
Representative with a Prescriber or the Prescriber's legally empowered
designee, during which a promotional message involving the Product is given
in accordance with the Promotional Program. When used as a verb, "detail,"
"details" and "detailed" shall mean to engage in a Detail as defined
herein.
3. "NDA Approval" shall mean the issuance by the FDA of an Approval Letter
pursuant to 21 CFR 314.105 with respect to NDA # 21-543 filed by Columbia
for the Product.
4. "Prescriber" shall mean, in the case of pharmaceutical products, physicians
and other health care professionals legally authorized to write
prescriptions for pharmaceutical products and, in the case of medical
devices, physicians and other health care professionals.
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5. "Product" shall mean Striant(TM) (testosterone) buccal bioadhesive product
that contains 30 mg testosterone and that is the subject of NDA # 21-543
filed by Columbia, and any other pharmaceutical product designated by
Columbia to Innovex in writing.
6. "Promotional Expense Budget" shall mean the funding and guidelines for use
of such funding that are provided by Columbia for use by the Sales Force
when detailing and presenting Product.
7. "Promotional Material" shall mean the Product labeling and package inserts,
sales aids and detailing materials, presentation materials and other
promotional support items provided by Columbia to Innovex, for use in
promotion of the Product.
8. "Promotional Program" shall mean the marketing plan, strategy and
promotional message for the Product, which will include use of the
Promotional Material and the Promotional Expense Budget.
9. "Royalty Agreement" shall mean the Investment and Royalty Agreement by and
between Columbia and PharmaBio Development, Inc., a North Carolina
corporation, whose address is 4709 Creekstone Drive, Suite 200, Riverbirch
Building, Durham, NC 27703, which is an affiliate of Innovex, pursuant to
which PharmaBio agrees to purchase the right to receive royalties on the
Product.
10. "Sales Force" shall mean the Sales Representatives, District Managers, and
National Sales Manager, individually and as a group, that have been
assigned to deliver Details and Presentations of the Product in accordance
with the terms of this Agreement.
11. "Sales Representative" shall mean an Innovex employee who has been trained
and equipped to detail and present to Prescribers.
12. "Target Prescriber" shall mean one of the specifically identified
Prescribers within a Sales Representative's territory to be detailed and
presented to by the Sales Representative.
13. "Territory" shall mean the United States and Puerto Rico. In connection
with an individual Sales Representative, the territory shall be the
geographic area assigned to the individual Sales Representative.
E. INNOVEX RIGHTS, RESPONSIBILITIES AND OBLIGATIONS
1. Sales Force. The Sales Force will be composed of the following Innovex
employees:
------------------------------
Number Position Title
------------------------------
60-75 Sales Representatives
------------------------------
5-7 District Managers
------------------------------
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In addition, Innovex will provide appropriate management oversight of the
Sales Force, including that of an Innovex National Sales Manager, which
shall be the same National Sales Manager that provides oversight of the
sales force provided by Innovex to Columbia under Work Order #8795.
Columbia may request that Innovex provide additional Sales Representatives,
by submitting a written request in substantially the form attached hereto
as Exhibit 1, ("Additional Sales Representative Request Form"). As the
total number of Sales Representatives increases for the Sales Force,
additional District Managers will also be increased in order to maintain a
maximum ratio of District Managers to Sales Representatives of 1:12.
2. Recruitment. Innovex shall be responsible for recruitment and
re-recruitment (replacement) of the Sales Representatives and District
Managers in accordance with the Sales Force Qualifications described below.
Innovex shall be responsible for the cost of recruitment, background checks
and drug screens. If Columbia elects to participate in the final selection
of members of the Sales Force, Columbia shall approve or disapprove
qualified candidates within five (5) business days after each qualified
candidate is submitted to Columbia for final selection. A "qualified
candidate" must meet the Sales Force Qualifications.
3. Sales Force Qualifications. Innovex will exercise best efforts to recruit
from a diverse candidate base. A qualified candidate for Sales
Representatives shall meet the following minimum qualifications: four-year
college degree (B.A., B.S. or equivalent); minimum one year outside sales
experience, preferably within pharmaceuticals. At least 40% of Sales
representatives shall have a minimum of one year of pharmaceutical sales
experience, of which at least 30% shall be in endocrinology or urology. A
qualified candidate for District Manager shall meet the following minimum
qualifications: four-year college degree (B.A., B.S. or equivalent);
minimum 2 years outside sales experience, minimum one year previous
management experience in pharmaceutical sales.
4. Position Descriptions and Duties. Innovex shall manage, supervise and
evaluate the performance of the National Sales Manager, District Managers
and Sales Representatives in accordance with the responsibilities and
duties identified below. All Sales Force employees shall demonstrate the
following: work ethic and integrity; planning, organizing and territory
management skills; strong interpersonal skills; excellent communication
skills; critical thinking and analysis; problem solving; decisiveness;
sound judgment; Columbia-focused selling skills; basic computer skills;
ability to listen and learn.
Sales Representatives
. Generate sales within an assigned territory
. Maintain and update current and prospective target physician
profiles
. Keep current with market knowledge and competitive products
. Maintain a professional image for Columbia and Columbia Products
. Participate in all training and sales meetings
. Plan and organize territory to meet sales and call targets
. Make sales presentations (Details and Presentations) -
individual, one-on-one, in-services
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. Comply with PDMA
. Make complete, accurate and timely submission of all
time-keeping, call activity and expense reports
. Compliance with Promotional Program, and proper use of
Promotional Materials and Promotional Expense Budgets
. Participate or coordinate Lunch & Learns, dinner programs,
weekend events, as appropriate
. Have appropriate interaction with co-promotional partners or
counterparts
National Sales Manager, District Managers
. Recruit, interview and select Sales Representatives and
subordinate managers
. Handle 120 day and annual performance review, personnel issues,
discipline and termination of Sales Representatives and
subordinate managers
. National Sales Manager and District Managers shall make regular
field visits: to develop and motivate Sales Representatives for
attainment of sales objectives; to assess and monitor field
activity and work schedules; to monitor and manage field
reporting by District Managers and Sales Representatives,
including call reporting.
. Communicate with Columbia management on regular and timely basis
. Assist with the planning and delivery of training, and periodic
sales meetings
. Review and approve expense reports; monitor compliance with
expense policies.
. Monitors compliance with Promotional Program, and proper use of
Promotional Materials and Promotional Expense Budgets
. Monitors compliance with PDMA
. Monitors time-keeping and attendance
5. Sales Force Compensation; Benefits. Innovex shall compensate the Sales
Force employees with a combination of salary and variable incentive
(bonus). Innovex shall establish a target average salary and salary matrix,
which recognizes greater experience and training, and preferred selection
criteria. The terms and conditions of a variable incentive compensation
plan ("Incentive Plan") shall be mutually determined by Innovex and
Columbia, including eligibility criteria and performance targets. The plan
may also include incentive awards such as trips and prizes. Innovex shall
administer the Incentive Plan, determine eligibility and pay the incentive
compensation and awards, in accordance with the Incentive Plan. Sales Force
employees shall be eligible to receive an auto allowance, and shall be
entitled to participate in the Innovex employee benefit plans for health
and dental care, 401K, employee stock purchase and stock ownership plans,
in accordance with company eligibility criteria.
6. Training and Periodic Sales Meetings. Innovex shall facilitate the
participation of the Sales Force in Columbia's initial training of the
Sales Force, backfill training of replacement District Managers and Sales
Representatives and all follow-up training, including periodic sales
meetings. Columbia may use the Innovex National Trainer provided under Work
Order #8795 as may be reasonable, necessary and appropriate in support of
this Project. In all cases, Innovex shall monitor and observe all Columbia
training. Innovex may have Sales Force Members participate in the Innovex
Leadership Development Program.
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7. Promotional Activities. Innovex shall be responsible for managing and
monitoring the promotional activities of the Sales Force, in strict
adherence to the Promotional Program and using only the Promotional
Materials provided by Columbia. Sales Representatives shall not be
permitted to develop, create or use any other promotional material or
literature in connection with the promotion of the Product. The Sales
Representatives will be required to immediately cease the use of any
Promotional Materials when instructed to do so by Columbia. Innovex shall
monitor that Promotional Materials are not changed, (including, without
limitation, by underlining or otherwise highlighting any text or graphics
or adding any notes thereto) by the Sales Representatives. Sales
Representatives shall be required to limit their statements and claims
regarding the Product, including as to efficacy and safety, to those which
are consistent with the Product labels, package inserts and Promotional
Materials. The Sales Representatives shall not be permitted to add, delete
or modify claims of the efficacy or safety in the promotion of the Product,
nor shall the Sales Representatives be permitted to make any untrue or
misleading statements or comments about the Products or any Columbia
competitors or competitor products.
8. Project Reports. Innovex shall provide Columbia a monthly Project report,
which shall include: (i) headcount, reported nationally, by
region/district; vacancy rates, turnover, personnel transfers to Columbia,
status of recruitment/hiring; (ii) Project status, milestones, and progress
toward achieving objectives; (iii) financial accountability, tracking
expenses against budget; and (iv) if required by the Work Order, call
reporting and sample accountability.
9. Reporting by Sales Representatives. Sales Representatives shall be required
to report all field activities and expenditures in a manner that is timely,
accurate and honest, and in accordance with policies and procedures for the
applicable reporting systems. Innovex District Managers shall routinely
reinforce the importance of compliance with the reporting guidelines and
policies (e.g. sample accountability, call reporting, promotional budget
expenditures, travel expenses). Newly hired Sales Representatives shall
receive training on the reporting systems, guidelines and policies during
the initial sales training program.
10. SFA and Call Reporting. Innovex shall provide a sales force automation
tool, including automated call reporting functions. Innovex shall equip the
Sales Force with computer hardware and software, and shall bear the cost of
database and system administration, licenses, access to data/replication
lines, help desk support, and training of the Sales Force in proper use of
the computers and software.
11. Management and Discipline of the Sales Force. Innovex shall be responsible
to manage the Sales Force. Innovex has sole authority to remove employees
from the Sales Force. In conformance with Innovex policy, Innovex shall
provide appropriate employee counseling and discipline, up to and including
termination, on its own initiative and upon the reasonable request of
Columbia, to Sales Force members who violate employment rules and who are
otherwise under performing their job responsibilities. Innovex will
promptly follow-up on any reports made by Columbia of Sales Force member
non-compliance and will apply such
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counseling or discipline as may be warranted in Innovex's judgement
consistent with Innovex's prior employment practices.
12. Business Cards; Detail Bags. Innovex shall supply the Sales Force with
business cards, the content of which shall be subject to approval by
Columbia, such approval not to be unreasonably withheld. Innovex shall
supply the Sales Force with detail bags. Columbia shall provide Innovex
with camera ready artwork of Columbia's logo or other content Columbia
wishes to include on the business cards.
F. COLUMBIA RIGHTS, RESPONSIBILITIES AND OBLIGATIONS
1. Promotional Program and Promotional Materials. Columbia shall be
responsible for providing a Promotional Program, Promotional Materials and
Promotional Expense Budget that (i) will not involve the counseling or
promotion of a business arrangement that violates federal or state law;
(ii) will be in compliance with the AMA Guidelines on Gifts to Physicians
from Industry; and (iii) shall not require or encourage the Sales
Representatives to offer, pay, solicit or receive any remuneration from or
to Prescribers to induce referrals or purchase of Columbia Product.
Columbia shall be responsible for providing written guidelines for proper
use of the Columbia's Promotional Expense Budget.
2. Training and Periodic Sales Meetings.
Columbia shall be responsible for the following:
. Programming, materials and facilities for initial Sales Force
training. The initial training agenda shall include one day designated
for Innovex training regarding personnel management, compensation and
benefits and field administration.
. Programming, materials and facilities for periodic sales meetings or
product launch meetings as designated by Columbia.
Any reasonable, documented and approved expenses incurred by Innovex in
conjunction with Sales Force training shall be a Pass-Through Expense to
Columbia.
3. Sales Data. Columbia shall be solely responsible for obtaining historic and
ongoing sales data regarding Columbia Products. Columbia shall be solely
responsible to pay any applicable per representative fee required by any
third party, except for the fee imposed by the American Medical
Association. Columbia shall provide Innovex with the data reasonably
necessary to maintain Sales Force effectiveness including but not limited
to, (i) Exponent sales/total Rx data by territory, district, region, and
nation; and (ii) Early view by territory.
4. Sales Force Travel Expenses. Columbia shall be responsible for all Sales
Force travel, lodging and meal expenses, when necessary, documented, and
actually incurred by the Sales Force in the amounts authorized in the
annual Sales Force travel expense budget set forth on Exhibit 2 attached
hereto. Columbia shall have no responsibility for, or obligation to pay
for, travel expenses exceeding the budget without Columbia's consent.
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5. No Recruitment. Through the Project End Date and for one year thereafter,
neither party shall attempt to actively recruit or solicit any personnel of
the other party without the prior written consent of such party; except as
otherwise provided herein and provided that, notwithstanding the foregoing,
a party shall be permitted to engage in general recruitment through
advertisements or recruiting through head-hunters so long as Innovex
employees and personnel are not specifically targeted.
6. Transfer of Ancillary Services. On or after one year after the Sales
Representative Start Date, Columbia may, upon 60 days prior notice to
Innovex, assume direct responsibility for call reporting, sample
accountability and reporting, and computers and support services related to
the Sales Force. Should Columbia assume such services, it shall remain
responsible to pay the monthly fee set forth in paragraphs (G)(4)&(5) of
this Work Order.
G. FEES AND PASS-THROUGH EXPENSES
1. Daily Fees. Columbia shall pay Innovex a Daily Fee for each Day Worked by
Sales Representatives and District Managers during the Project Term and
thereafter if required for Project close-out. The Daily Fees and total
estimated Daily Fees during the first year of the Project Term are stated
in the following table:
- -----------------------------------------------------------------------------------
Estimated
Estimated Total Days Estimated
Sales Force Positions Number Daily Rate Days Worked Worked Total Fees
- -----------------------------------------------------------------------------------
Sales Representatives 75 [***] [***] [***] [***]
- -----------------------------------------------------------------------------------
District Managers 7 [***] [***] [***] [***]
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Estimated Total Fees [***]
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Effective the first anniversary of the Sales Representative Start Date,
these Daily Rates may be increased by up to [***]%. Effective the second
anniversary of the Sales Representative Start Date, the then effective
Daily Rates may be increased by up to [***]%.
2. Take-On Fee.
a. Individual Sales Force Members. Innovex shall charge Columbia a fee
for each Sales Force member that becomes employed by Columbia or an
affiliate during the Project Term, or six months thereafter if
Columbia does not exercise its rollover rights with respect to such
member under paragraph (g)(2)(b); provided however, that Columbia may
only hire a Sales Force member during such period upon providing
Innovex 15 days notice of Columbia's desire to so hire and, in the
case of Sales Representatives only upon Innovex express consent. For
each hire, Columbia shall pay Innovex the following: [***]% of the
employee's Innovex annual salary during the first year after the Sales
Representative Start Date; [***]% during the second year after the
Sales Representative Start Date; and [***]% thereafter.,. These
amounts shall be included in Innovex's regular invoicing.
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(i) Use of Take-on Fees. Innovex, in its sole discretion, may make
the fees paid by Columbia under paragraph G(2)(a) available for
the Sales Force retention initiatives as may be warranted and
prudent during the Project Term. The Steering Committee may make
recommendations to Innovex on such expenditures.
b. Sales Force Rollover. Columbia may hire directly [***]% or more of the
Sales Force contemporaneously with the Project End Date by providing
Innovex 90 days notice and without any payment to Innovex, whatsoever.
3. Incentive Plan Administration. Columbia shall pay Innovex an amount equal
to (i) the amount of all non-salary compensation earned by Sales Force
members in accordance with the terms of the Incentive Plan or otherwise
requested by Columbia; and (ii) an amount equal to [***]% of such
compensation for Innovex's employer costs (payroll taxes, benefits).
4. SFA Fees. For Innovex's provision of sales force automation services as set
forth in paragraph E(10) of this Work Order, Columbia shall pay a monthly
service fee in an amount to be agreed between the Parties before the
Project Start Date that will apply per Sales Representative and District
Manager through the Project End Date.
5. Payment Schedule. Innovex shall send Columbia an estimated cost for each
month fifteen (15) days in advance, including all incentive compensation
and related employer costs. Columbia shall pay the estimated monthly charge
on the first day of the month by wire transfer to the account designated by
Innovex. At the end of each calendar month Innovex shall provide Columbia a
list of the billable Sales Force personnel and the total number of Days
Worked multiplied by the respective Daily Fee rate and all Fees, Take-on
Fees and Pass-Through Expenses. Innovex shall add any underpayment to, and
deduct any overpayment from, the next estimate sent to Columbia. The
parties shall use good faith efforts to reconcile any disputed amount as
soon as practicable. One half of any amount in dispute for more than 30
days shall be credited against the next estimate (provided the amount in
dispute was paid by Columbia based on a previous estimate) sent to Columbia
and remain as a credit until the dispute is resolved.
6. Initial Payment. Ten (10) days before the Project Start Date or five (5)
days after the NDA Approval, whichever is earlier, Columbia shall make a
payment to Innovex in the amount of [***] to be credited against the first
estimated payments due to Innovex under this Agreement.
7. Changes in Scope; Additional Services. All prices and costs contained in
this Work Order are subject to revision as needed to reflect changes in the
scope of services being provided by Innovex. Additional services will be
provided at Innovex's normal and customary rates.
8. Expense Allocation Chart. The financial responsibility of Innovex and
Columbia for expenses and costs of Sales Force operation shall be allocated
in accordance with the terms of this Work Order, which are summarized for
illustrative purposes in the "Sales Force Expense Allocation" chart
(Attachment A).
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H. ADDITIONAL TERMS
1. Steering Committee. Columbia shall make all decisions with respect to the
strategy for the marketing and Promotion of the Products. However, other
issues may arise under the terms of this Agreement or between the parties
while operating under this Agreement which are appropriate for consultation
between the parties to ensure maximum productivity of the Sales Force,
including, but not limited to, the establishment of work rules or the
response to greater than expected Sales Force turnover and other changing
market conditions. The parties shall, therefore, establish a Steering
Committee, chaired by Columbia and consisting of up to three (3) members
from each party. The chairperson's duties shall include site selection,
logistics, agenda and facilitation; provided however, that an Innovex
Committee member may submit agenda items to the Chair and such items shall
be included in the next regular meeting of the Steering Committee. Each
member of the Committee shall be an employee or member of the Board of
Directors of the party that appointed such member. Initial appointments
shall be made within fourteen (14) days of the date of this Agreement. A
member of the Committee may be removed at any time, with or without cause,
by the party that appointed such member. The Committee shall meet each
quarter, or otherwise at the call of the chairperson to review, coordinate,
and discuss issues regarding the Promotional Program. In addition, the
Committee shall review and resolve issues pertaining to this Agreement. The
members of the Committee will use reasonable efforts to reach consensus on
all decisions.
In Witness Whereof, Columbia and Innovex have caused this Work Order # 8872 to
be duly executed on their behalf by their authorized representatives and made
effective as of Effective Date of Work Order appearing above.
Accepted and Agreed to by:
Columbia Laboratories, Inc. INNOVEX LP
by: Innovex America Holding
Company, its General Partner
/S/ Fred Wilkinson /S/ Kevin D. Overs
- ------------------ ------------------
By: Fred Wilkinson By: Kevin D. Overs
Title: President & CEO Title: CFO
Date: March 5, 2003 Date: 3/5/03
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Attachment A to Sales Force Work Order
SALES FORCE EXPENSE ALLOCATION
Project # 8872
- ---------------------------------------------------------------------------------------------------------------
Category Innovex Pass Through Columbia
Direct Expenses Direct
Expenses Expenses
- ---------------------------------------------------------------------------------------------------------------
Salary, including payroll taxes, for Sales Representatives, District X
Managers
- ---------------------------------------------------------------------------------------------------------------
Incentive compensation (bonus) for Sales Representatives, District X
Manager, plus [***]%
- ---------------------------------------------------------------------------------------------------------------
Benefits package, including (401k), ESOP, ESPP, medical, dental, Rx, X
vacation, holidays
- ---------------------------------------------------------------------------------------------------------------
Auto Costs in territory, including monthly allowance, parking and tolls. X
- ---------------------------------------------------------------------------------------------------------------
Basic Business Expenses in territory, including phone, paper X
supplies, postage and voice mail.
- ---------------------------------------------------------------------------------------------------------------
Business Cards & Detail Bags X
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Call Reporting ; SFA X
- ---------------------------------------------------------------------------------------------------------------
Computers for Sales Representatives, including software, helpdesk X
support, data/replication lines
- ---------------------------------------------------------------------------------------------------------------
Computers for DMs, NSM, including software, helpdesk support, X
data/replication lines
- ---------------------------------------------------------------------------------------------------------------
Infrastructure support (operations, HR, finance, legal) X
- ---------------------------------------------------------------------------------------------------------------
Liability Insurance: employment, workers comp, E & O, CGL, auto X
- ---------------------------------------------------------------------------------------------------------------
Recruitment and re-recruitment, includes drug screens, background and X
motor vehicle checks
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Meetings: Columbia national, regional and district meetings; product X
launches
- ---------------------------------------------------------------------------------------------------------------
Promotional Expense Budget (access money) X
- ---------------------------------------------------------------------------------------------------------------
Promotional Program and Promotional Materials (sales aids) X
- ---------------------------------------------------------------------------------------------------------------
Promotional marketing expenses, including sales data X
- ---------------------------------------------------------------------------------------------------------------
Training program, materials and facilities; initial and follow-up X
- ---------------------------------------------------------------------------------------------------------------
Travel Expenses (air, hotel, meals, T&E) for Sales Reps, District X
Managers, National Sales Manager X
*Interviewing X
*Training X
*Territory travel for field management purposes X
- ---------------------------------------------------------------------------------------------------------------
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EXHIBIT 1 to Sales Force Work Order
ADDITIONAL SALES REPRESENTATIVE REQUEST FORM
This Request for Additional Sales Representative is issued pursuant to the
Master Sales Services Agreement between Columbia and Innovex LP, dated as of
July 31, 2002, and Work Order/Sales Force # 8872.
- ----------------------------------------------------------------------------------------------------
PART 1 To be completed by Columbia
Attach any relevant, helpful information
- ----------------------------------------------------------------------------------------------------
NUMBER OF SALES REPRESENTATIVES
REQUESTED
- ----------------------------------------------------------------------------------------------------
TERRITORY LOCATION(S)
- ----------------------------------------------------------------------------------------------------
REQUESTED START DATE
- ----------------------------------------------------------------------------------------------------
AUTHORIZED COLUMBIA REPRESENTATIVE Signature:
SUBMITTING REQUEST ------------------------------
Name:
Title:
Date:
Phone:
Fax:
- ----------------------------------------------------------------------------------------------------
PART 2 To Be Completed by Innovex
Innovex shall respond within ten (10) business days after
receipt of the Additional Sales Representatives Request.
- ----------------------------------------------------------------------------------------------------
This Additional Sales Representative Request is Accepted, and Recruitment shall begin immediately:
Request Form was Received by Innovex
on the following date:
-----------------------------------------
(sign and date)
Contact Person:
--------------------- Phone:
- ----------------------------------------------------------------------------------------------------
Request is Not Accepted (identify above information which
must be clarified or changed before Request may be accepted
by Innovex):
-----------------------------------------
(sign and date)
Contact Person:
Phone:
- ----------------------------------------------------------------------------------------------------
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EXHIBIT 2 to Sales Force Work Order
ANNUAL TRAVEL BUDGET
6/2/03 - 6/1/04 ("Year One"):
[***] for Initial Sales Force Training
[***] for POA Meetings and Field Based Travel
6/2/04 - 6/1/05 ("Year Two"):
Year One budget plus [***]%
6/2/05 - 12/31/05 ("Year Three"):
Seven-twelfths of the Year Two budget, plus [***]%
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