Cardinal shall have no obligation to accept All of Cardinal’s orders for the Products are subject to acceptance and approval by Supplier. Mutually acceptable automated order entry system or such other means as may be agreed upon by the parties. Cardinal shall transmit orders for the Products to Supplier using a Pharmacies and/or individuals with prescriptions, and (iii) entities that use prescription pharmaceuticals for research and development or clinical trial’s, but such uses will require prior approval from the Supplier for distribution by With respect to prescription pharmaceuticals is devoted to selling, dispensing, or administering such pharmaceuticals to individual patients or patients’ agents, (ii) chain pharmacy warehouses that exclusively supply affiliated retail As used in this Section the term “Final Dispenser” means (i) entities and individuals, such as pharmacies, hospitals, physicians, and prescribers whose practice NotwithstandingĪnything in this Agreement to the contrary, Cardinal may purchase Products from a source other than Supplier in the following circumstances: (a) when directed to do so by an agency of the United States government, provided that Cardinalĭistributes those Products so purchased only to that agency or (b) when required by emergency medical needs reflected in a federal, state, or local government official’s declaration, request or statement or upon specific request from aįinal Dispenser to treat a patient’s emergency medical condition. Marketing activities with respect to or on behalf of any of the Products and shall not be prohibited from providing customized promotional or marketing services with respect to any other products on or behalf of other suppliers. Cardinal shall not be required to provide any particular level of promotion or Of the Products as Cardinal deems necessary or appropriate to fill its customers’ orders from time to time, subject to the order cutback procedures described below. As an authorized distributor, Cardinal may purchase such quantities The United States of America, its territories and possessions, and Cardinal hereby accepts that appointment on the terms and subject to the conditions described in this Agreement. Supplier hereby appoints Cardinal as a non-exclusive, authorized distributor of the Products in Supplier and Cardinal hereby agree as follows: The DSA shall not alter or change any right or obligation arising under this Agreement with respect to transactions or events occurring prior to the effective date of Commencing on the effective date of such DSA and continuing throughout the period the DSA remains in effect, to the extent there are anyĬonflicts between this Agreement and the DSA, the terms of the DSA shall prevail. Present to Supplier) (“DSA”) within thirty (30) days of the Effective Date of this Agreement. To induce Cardinal to enter into this Agreement, Supplier hereby agrees to enter into a Distribution Services Agreement (or such similar agreement as Cardinal may If Supplier now or hereafter manufacturers and/or markets generic products and wishes to have Cardinalĭistribute such generic products, Supplier and Cardinal shall enter into a generic wholesale purchase agreement which shall include, but not be limited to, a commitment to pay satisfactory compensation to Cardinal for its distribution and services. Generic products are not the subject of this Agreement. Cardinal desires to accept such appointment and agrees to purchase the Products from Supplier on the terms and subject to the conditions described in this Agreement. “Products”) and agrees to sell the Products to Cardinal. Supplier desires to appoint Cardinal as an authorized distributor of healthcare products (excluding generic products) manufactured and/or marketed by Supplier (the Supplier is in the business of manufacturing and/or marketing healthcare products.Ĭardinal is a broad-line wholesale distributor of healthcare products. Hereinafter defined), with offices at 7000 Cardinal Place, Dublin, Ohio 43017 (“Cardinal”). This Wholesale Purchase Agreement (“Agreement”) is entered into on the 16 day of December, 2009 (the “Effectiveĭate”) by and between Zogenix, Inc., a Delaware corporation with its principal place of business located at the address set forth under its name on the signature page of this Agreement (“Supplier”), and California Health (as HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
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