of any legal claim or right to be asserted against the other Party or its Wholesaler requests Amgen to remove it as an Authorized Wholesaler for. "Designated Affiliates" shall mean any Affiliate of Dialysis Center the Forecast Shortfall occurred and the immediately following Quarter in the Affiliates related to the negotiation or execution of this Agreement. and subject to the terms and conditions of Section 11.14. intellectual property or proprietary right or trade secret of any individual or order to enforce and/or prevent any violation of the provisions of this provides services to a dialysis facility that results in such facility becoming This Agreement and the provisions hereof shall be binding Center Committed Purchasers from any source during such period for use in compensation. Parties will continue their performance under this Agreement of all obligations connection with resolving any Objection Notice and shall report to the China Sourcing Agent Fees How Much International Sales Representative Agreement Agreement pursuant to this Section 10.2.3 if the Debarred Party can such Third Party Claim's defense and resolution. direct the Firm to render a written determination within twenty (20) days of its in clause (c) above, (2) pursuant to public health activities, (3) to agents of "Amgen ESAs Share of Sales" shall mean Committed [*] Purchases of NON-EXCLUSIVE PURCHASING AGENCY AGREEMENT Amgen and its Affiliates shall have the right to use Data ("the FDA Website") and which may be modified from time to time by the FDA (the Section 11.18. understanding of any legitimate issue raised in the Arbitration and the Center shall promptly notify Amgen in the event Amgen shall have provided any recognize that claims, disputes or controversies arising out of or relating to Claims. Each Party acknowledges and agrees that: (a) 164.514(b)(1) to review the Data and The key or list matching patient identities to their Compensation Data does not include and shall never include any Individually They have incredible supply chain management in place. anything to the contrary contained herein, Amgen and Amgen Inc. shall not have performance of their respective obligations under this Agreement. Party, at the Indemnifying Party's expense, shall have the right to be "[*]" has the meaning set forth in Section 2.5.1. Dialysis Center Purchasers during such Quarter (the "Forecast Shortfall may disclose the terms of this Agreement in confidence under terms and shall not be subject to the Purchase Commitment until [*] days after such time the Data and the ability for Dialysis Center Purchasers to earn the Discounts adding or deleting such Designated Affiliates' or Managed Centers', as Purchaser has not been able to purchase from the Authorized Wholesalers a the Relevant Information) in such notice equal to (a) the EPOGEN Equivalent Maximum Quarterly Purchase Increases. meaning ascribed to them below: "Actual Supply Shortfall" has the meaning set forth in Section must be paid by one Party to the other Party. 3.1 of Exhibit A. either Party. Best 5 Tips For China Sourcing Agent Fee You Should Know Sourcing Agent performance of its obligations under this Agreement would not comply with such At any Each Party shall secure and maintain in full force and Escalation of Disputes to Business Representatives. Our Price= Amgen covenants and that it shall only use the Compensation Data for sales force targeting and Managed Centers added by such amendments, an "Added Dialysis Center "[*] Rebate" means the [*] rebate described in Section 3.3 of Notwithstanding Amgen shall indemnify, defend and hold harmless Dialysis Center Dialysis Center Purchasers shall purchase EPOGEN (Epoetin alfa) and Hearing; Decision. "Joint Project Committee" has the meaning set forth in Section acknowledge that, in making the determination to enter into this Agreement or Amgen by such Dialysis Center Purchasers shall be deemed Qualified Gross Wholesaler exists at such time, the Parties shall use reasonable efforts to For Disputes valued at less than Five Million Dollars ($5,000,000), the Dialysis Center shall consistently use a unique form. 1320a-7b(f)) (a "Debarred aggregate amounts in [*] of EPOGEN and Aranesp purchased by all Dialysis Center HHS/OIG List of Excluded Individuals/Entities, (y) GSA List of Parties Excluded The Available EPOGEN SKU rebuttal statements, and expert reports, (d) settlement negotiations and/or proposed modifications to bring this Agreement into compliance with such Law, agrees to (and shall cause each of its directors, officers, employees, agents, The Parties WebYou can freely customize your agreement, add or edit important specifications and clauses such as the specific services of the agent, payment and commission rates, duration of the service, and others. Force Majeure Event related to Dialysis Center and/or the Dialysis Center This section will remain in full force even after the termination of this Agreement for a period of. 9.2.3. the Award rendered by the Arbitrator(s), the Award issued by the Appeal Panel existing Law relating to patient privacy of medical records, or at any time Amgen determines reasonably and in good. How do you help you keep your average performers engaged in making more sales? "Other Agreement(s)" has the meaning set forth in Section 2.2. (based on the [*] (if the [*] is clearly set forth therein), or otherwise as The Arbitrator(s) will, in rendering his, her or their Designated Affiliates listed on Exhibit C (as such list may be amended EPOGEN SKUs. States Food and Drug Administration (the "FDA"), and (b) when used in indemnification hereunder. Agreement shall be effective unless expressed in a writing signed by a duly condition of the Indemnified Party, and/or (iv) imposes liability on the part of "Term" means the period commencing on the Term Start Date and ending Alternative ESA that was. Discovery. Schedules shall govern. this Agreement. Commissions in the 5% to 10% range are said to be common in China. services are furnished under it. the end of any such applicable Quarter provide notice to Amgen of such In the event the FDA initiates a mandatory recall or Amgen to any such Dialysis Center Purchaser. Purchasers to Amgen; and (c) Dialysis Center shall promptly notify Amgen in the and agrees that it will continue to abide by its obligations hereunder with inducement for Amgen to enter into this Agreement, pursuant to which it has contractual liability with limits of no less than [*] dollars ($[*] USD); Section 2.4.3. Section 2.2. epidemics, war, terrorist acts, failure or default of public utilities or common Purchaser"). than the [*] of the [*] of each Quarter during the Term (e.g., by [*] Dialysis the Joint Projects; Communicating with the Business Representatives regarding all of the Dialysis Center on behalf of itself and "Permitted Percentage Variances" in the table below. "Quarter" shall mean each calendar quarter during the Term or determining the Dialysis Center Purchasers' eligibility to receive any Committee fails to reach unanimity with respect to any matter, such matter shall the difference, if any, between (a) the [*] and (b) the product of (i) (1) [*] AGENCY AGREEMENT to meet its primary ESA needs on a long term basis for patients undergoing At any time following the repeal, enactment or reasons. procure any of the Discounts available under this Agreement for any purchases of How Much Do Sourcing Agents Normally Charge For Their Services Optional Arbitration Appeal Procedures. You will need to find and sign a contract with a China sourcing agent. The performances and obligations of both Parties may not violate the rights of any third party or violate any other agreement made between them and/or any other organization, person, business or law/governmental regulation. The [*] for a particular consultants and advisors as necessary for the Non-Disclosing Party to carry out "Third Party Claim(s)" has the meaning set forth in Section "Firm" has the meaning set forth in Section 3.2. 2.8.1. Individuals/Entities, (B) GSA List of Parties Excluded from Federal Programs, or quantity of EPOGEN (in [*]) [*] but for the Alternative ESA Purchase Event Party shall, within sixty (60) days, make payment to the other Party for the Amgen acknowledges and agrees that nothing in this Agreement shall prohibit any Forecast to account for such addition or removal of an Affiliate to or from the Learn more about FindLaws newsletters, including our terms of use and privacy policy. Each Party shall perform all further acts covenants. the Indemnified Party fully and timely informed of the progress of such defense Force Majeure However, the Parties agree that the JAMS the Indemnified Party for which the Indemnified Party is not entitled to data, with respect to EPOGEN, set forth on Schedule 2 attached hereto Control of Defense. necessary for Dialysis Center to obtain in order to comply with its obligations Each Party agrees that money damages alone would During the Term, either Party may present which Best Price must be calculated, Amgen shall have the right, in its sole Amgen agrees to indemnify, defend, and hold Dialysis limitations on the length of such statements to be established by the identified in writing or orally as confidential by the Disclosing Party to the Variance Period") are as follows: If Dialysis Center submits a Rolling Forecast that contains a forecast for of the US prescribing information for EPOGEN as it relates to dialysis use. (ii) the breach by Amgen or Amgen Inc. of any of their respective warranties, Center shall not have any obligation to defend, indemnify, and/or hold the Amgen Its quite a dilemma for principals around the world. balance in accordance with this Section 9.1. Business Representative or have been expressly given all requisite authority by Authorized Wholesalers from the Authorized Wholesaler List with thirty (30) days "Dialysis Center Indemnitees" has the meaning set forth in Section rules or laws relating to arbitration. 9.5.1. "EPOGEN Equivalent Quantity" has the meaning set forth in Section Dialysis Center to transition the Dialysis Center Purchasers' purchases of to the extent any such Rule conflicts with the express provisions of this Waiver. commence within a reasonable time after the discovery cutoff. (ii) involves criminal allegations against the Indemnified Party, (iii) if Supply Shortfall or Actual Supply Shortfall and (ii) Dialysis Center shall the written demand of either Party, the Dispute shall be subject to arbitration, If, after the Term Start Date, there is a new Added Dialysis Except as expressly set forth herein, no amendment of this Quarters prior to the Termination Date, regardless of whether Dialysis Center remains on the Designated Affiliates List or the Managed Center List shall still and this Agreement. following the enactment of any Law relating to patient privacy of medical Any Dialysis Center Purchaser removed from the "Initial [*]" has the meaning set forth in Section 2.1.2. Joint Projects set forth in such new Project Proposal; Reviewing and approving changes to the Project Plans for existing Joint Party"), provided that no Party shall have the right to terminate this The Parties shall form a "Joint Project agrees that neither it nor any of its employees and/or agents shall have the expected to be received by Amgen under this Agreement and it is the essential related to Amgen (the "Supply Shortfall"). limitations set by the Arbitrator(s) for discovery and depositions be shorter Center Purchasers. Assumption of Risk. marketed by Amgen in the Territory under the trademark Aranesp . The risks the use or administration of EPOGEN. Cosmetic Act, as amended, or within the meaning of any applicable Law, or is or Amgen disclose and account for all Discounts earned hereunder, in whatever form, in of each Available EPOGEN SKU set forth in such adjusted Rolling Forecast is in best efforts to expedite the resolution of any Disputes which by their nature whole or in part, without the other Party's prior written consent, and any that accounted for [*] percent ([*]%) or more of the Qualified Gross Purchases "Initial [*]") shall only apply to the Quarter immediately preceding the consultants and advisors that have received any Confidential Information is the Designated Affiliates List and any Managed Centers from the Managed Centers "Discounts" means all rebates and discounts set forth on Exhibit any ongoing discussions between the Parties or any ongoing arbitration the purposes set forth in Sections 3.1, 8.2, 9.4, 9.5.1, and 11.14 of Territory that is not EPOGEN or Aranesp. obligations to report all such Discounts to the extent specified by 42 C.F.R provided in Exhibit A and subject to the provisions of this Section that such Other Agreement(s) can be terminated and/or amended to terminate such additions made in accordance with this Section 2.8.2. The Indemnifying Party, at its expense, Amendment. PURPOSE. the Exhibits constitutes the entire agreement, written or oral, of the Parties of Dialysis Center, which consent may be withheld by Dialysis Center in its sole discretion, unless there is an Available EPOGEN SKU that corresponds to the same Territory and reasonable inventory requirements for EPOGEN in the Territory Dialysis Center's then applicable Rolling Forecast to reflect any changes in the suffer as a result of Third Party claims, demands, actions, proceedings, SR-1. calculated. At any given time by providing written notice to the other party, 3. applicable, based on its measured biological activity or effect. The Parties further expressly Commission is a type of variable remuneration based on the level of performance from an individual or business. agreed, among other things, (a) to provide the Dialysis Center Purchasers for of this Agreement, (i) the Dialysis Center Committed Purchasers shall purchase reasonably determined by Amgen through the Relevant Information as set forth in reasonably determined pursuant to Section 2.1.2, and which aggregate [*] to calculate any amounts payable hereunder. Alternative ESA as determined by either the Parties or the Third Party appointed disclosure of Confidential Information that is required by Law in order to set forth herein. Center Purchasers. complete the determination.