Common use of Collaboration activities Clause in Contracts

Collaboration activities. 1.1 Omnicell is in the business of providing clinical infrastructure and workflow automation solutions. Omnicell's offerings include: Omnicell pharmacy system, Sure-Med pharmacy system, supply systems and combination systems. The Omnicell and Sure-Med pharmacy systems, together with all other future and existing products, modifications, enhancements, revisions and upgrades thereof shall be referred to as the "Omnicell Products". 1.2 Omnicell and Bergen will use commercially reasonable efforts to collaborate in identifying, targeting and providing business opportunities to prospective and existing customer accounts, including exchanging customer lists (each on a strictly confidential basis), mutually analyzing and prioritizing sales opportunities and conducting no less than quarterly meetings to effect the purposes of this Agreement. 1.3 The parties contemplate that the marketplace for their respective products will from time-to-time require bundled offerings of automation, drug distribution, and in some cases, e-commerce platforms (collectively, "Bundled Offering" or "Bundled Offerings"). [ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 1.4 Bergen and Omnicell each have certain software platforms currently known as InterLinx(TM) ▇▇▇ and OmniBuyer(TM), respectively, as the same exist or may be changed or replaced from time to time (collectively, the "Software Platforms"), which the parties intend to utilize on a customer-by-customer basis as part of a Bundled Offering pursuant to terms and conditions of a separately negotiated written agreement. 1.5 In the event either party receives from a customer or prospective customer a request for proposal, whether formal or informal, verbal or written (each, an "RFP") which contemplates a Bundled Offering, the party receiving the RFP shall promptly notify in writing the other party and communicate the details of the RFP to the other party. Such other party will have the absolute right of first refusal to participate in responding to the RFP. If the other party does not indicate within thirty (30) days of receipt of notice of the RFP its desire to participate in responding to the RFP, such party will be deemed to have waived its right to participate. 1.6 In the event a customer or prospective customer of either party has requested a Bundled Offering or the parties have identified a customer for which a Bundled Offering will be initiated, each party commits to use its commercially reasonable efforts and provide adequate resources to collaborate with the other party in good faith to create a Bundled Offering that has greater value to the customer or prospective customer than the sum of the respective individual offerings of Omnicell and Bergen. In such circumstances, neither Omnicell nor Bergen shall negotiate outside the Bundled Offering with the customer unless the other consents prior to such separate negotiations. 1.7 Subject to the goals set forth in Subsection 1.6 above, each party will have sole discretion and control over the final price structure for its respective products and services whether or not included within a Bundled Offering. In all circumstances, any prospective customer shall be given the option of selecting either party's individual offering for automation and drug distribution, respectively. 1.8 Any development will be limited to ensuring that both companies' e-commerce products and Software Platforms interface effectively. Any development or integration of the party's e-commerce and Software Platforms, each subject to the mutual approval(s) of the parties, shall be by separate written agreements and under such terms and conditions as agreed upon by the Chief Information Officer or Chief Technology Officer, as applicable, of each respective company. Development of any new products will be discussed and mutually agreed upon individually and as requested by customers. 1.9 The designated Marketing Executives of each company shall meet annually to plan the scope of joint marketing activities and approve a joint marketing budget for purposes of this Agreement and the amount of marketing dollars Omnicell will make available to Bergen for additional marketing activities. In addition, each party shall make available to the other at no charge a sufficient number of brochures and other printed materials.