SERVICES AGREEMENT
This Agreement is effective this 18th day of September, 1995, (the "Effective
Date") between -Disease State Management, Inc., 00 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxx
Xxxx 00000 ("Vendor") and Xxxxxxx-Xxxxx Squibb U.S. Pharmaceuticals, a division
of Xxxxxxx-Xxxxx Squibb Company, X.X. Xxx 0000, Xxxxxxxxx, Xxx Xxxxxx 00000-0000
(hereinafter called "BMSUSP"). Vendor agrees to provide services to BMSUSP
under the terms set forth below.
A. SERVICES
Vendor will provide the product(s) or service(s) set forth, and to the
specifications set forth in the proposal incorporated herein as
Attachment A.
The product and all elements as set forth on Attachment A are subject
to prior approval by BMSUSP, such approval not to be unreasonably
withheld.
B. COMPENSATION
BMSUSP will pay Vendor according to the terms or payment schedule set
forth in Attachment A hereto.
In the event that BMSUSP shall request any changes in the concept,
specifications or scope of the product(s) or service(s) described on
Attachment A hereto, Vendor will notify BMSUSP of the cost of such
revisions and will not proceed without prior written approval.
If the compensation provision on Attachment A hereto is other than a
flat fee amount per element or for the entire project, Vendor will
provide such documentation in support of all xxxxxxxx as BMSUSP may
reasonably require.
C. CONFIDENTIALITY
Vendor shall treat as confidential and secret any and all BMSUSP
Confidential Information. "BMSUSP Confidential Information" shall
include, but not be limited to, information relating to BMSUSP's past,
present and future marketing and research and development activities
that may be disclosed to Vendor by BMSUSP and/or BMSUSPs parent,
subsidiary or affiliate companies and which are identified in writing
by BMSUSP as confidential. BMSUSP Confidential information shall not
include (i) information known by Vendor prior to disclosure
from BMSUSP. (ii) information which is or becomes publicly known
through no wrongful act of Vendor, (iii) information that is
independently developed by Vendor, without use of information that
otherwise constitutes BMSUSP Confidential Information, or (iv)
information disclosed pursuant to law, rule, regulation or pursuant to
a court order, provided that BMSUSP is given 10 days prior notice of
such disclosure. Vendor expressly agrees that any information it
discovers or develops under this Agreement for the benefit of BMSUSP
shall not be used by Vendor or disclosed by Vendor to any third
party, nor shall Vendor show this Agreement or disclose the existence,
nature or subject matter of this Agreement to any third. party without
the prior written consent of BMSUSP. Vendors obligations not to
disclose BMSUSP Confidential Information to third parties and not to
otherwise use BMSUSP Confidential Information shall survive the
termination of this Agreement for a period of five years. Vendor
shall not duplicate any material containing BMSUSP Confidential
Information, except in the direct performance of its services under
this Agreement. Vendor shall return all copies of materials
containing BMSUSP Confidential Information upon Vendor's completion of
services under this Agreement or upon any earlier termination of this
Agreement for any reason whatsoever.
BMSUSP shall treat as confidential and secret any and all Vendor
Confidential Information. "Vendor Confidential Information" shall
include, but not be limited to, information relating to Vendor's past,
present and future systems development activities that may be
disclosed to BMSUSP and/or BMSUSP's parent, subsidiary or affiliate
companies and which are identified in writing by Vendor as
confidential, except that in no event shall Vendor Confidential
Information include information relating to Vendor deliverables under
this agreement. Vendor Confidential information shall not include (i)
information known by BMSUSP prior to disclosure from Vendor, (ii)
information which is or becomes publicly known through no wrongful act
of BMSUSP, (iii) information that is independently developed by
BMSUSP, without use of information that otherwise constitutes Vendor
Confidential Information, or (iv) information disclosed pursuant to
law, rule, regulation or pursuant to a court order, provided that
Vendor is given 10 days prior notice of such disclosure. BMSUSP
expressly agrees that any Confidential Information it discovers under
this Agreement shall not be disclosed by BMSUSP to any third party
without the prior written consent of Vendor. BMSUSP's obligations not
to disclose Vendor Confidential Information shall survive the
termination of this Agreement for a period of five years.
D. INDEMNIFICATION
Each party shall indemnify and hold the other party harmless from and
against all liability, damages, penalties, losses, costs or expenses,
including attorneys' fees,
2
arising from or in any way related to its willful or negligent actions
or omissions in performing the responsibilities as described in this
Agreement, or for any willful or negligent breach of this Agreement.
E. PROFESSIONAL STANDARDS
Vendor represents that it has facilities, personnel, experience and
expertise sufficient in quality and quantity to perform all such
assignments and projects given it by BMSUSP hereunder and agrees that
it will perform all such assignments and projects in a manner
commensurate with professional standards generally applicable to its
industry.
F. OWNERSHIP OF MATERIALS
Any and all reports, information, data or other works created by
Vendor for BMSUSP in connection with this Agreement (with the
exception of customization of the Vendor's basic software and systems
for BMSUSP) shall be the sole and exclusive property of BMSUSP.
BMSUSP may use such work wherever and whenever it chooses. This
Agreement shall be deemed a transfer of copyright and any
copyrightable subject matter created by Vendor in such works. Vendor
shall execute any and all documents necessary to demonstrate or
perfect such transfer. Vendor shall not at any time, in any manner,
during or after this Agreement, under any circumstances, be entitled
to or claim any right, title or interest herein or any commission, fee
or other direct or indirect benefit from BMSUSP or BMSUSP's parent,
subsidiary or affiliate companies, in respect of such reports, data,
information or other works created by Vendor hereunder. Vendor agrees
to execute or cause its agents and/or employees to execute any
documents necessary or desirable to secure or perfect BMSUSP's legal
rights and worldwide ownership in such works, including, but not
limited to, documents relating to patent, trademark and copyright
applications.
Nothing in the preceding paragraph shall preclude Vendor from
referring to the general results of the project performed pursuant to
this Agreement in making marketing presentations to other potential
customers. In addition, BMSUSP agrees to provide Vendor with
reasonable access to data generated by the project performed pursuant
to this Agreement for the sole purpose of supplementing or supporting
marketing presentations to other potential customers, provided,
however, that all such supplemental or supporting presentations,
insofar as they disclose data from the project, must be pre-approved
by BMSUSP.
3
G. RELEASES
Any materials furnished hereunder which have not been created for
BMSUSP and are subject to the rights of third parties shall be
specifically identified to BMSUSP in writing. Vendor shall obtain
(and deliver upon request to BMSUSP) releases for all names,
photographs, illustrations, testimonials, and any and all other
materials used in works which Vendor prepares or uses. All such
releases shall run to BMSUSP, its agents and employees where
appropriate and customary. Vendor's failure to obtain such releases
or the obtaining of such releases by Vendor shall in no way relieve
Vendor of its obligations in Paragraph F above except where the
releases have been obtained directly by BMSUSP. Except for works that
have been secured by permission, Vendor warrants and covenants that
all works provided by Vendor shall be original and shall not infringe
any copyright or violate any rights of any persons or entities
whatsoever.
H. DURATION OF AGREEMENT
1. Term
This Agreement is effective as of the Effective Date and shall
continue in full force and effect until the earlier of (i) completion
of the project assigned hereunder, (ii) terminated by at least thirty
(30) days written notice by either party to the other, sent by
registered mail to the address for each party first set forth above,
or to such other address which a party may designate for its receipt
of notices hereunder.
2. Payment on Termination
Upon termination of this Agreement BMSUSP is to pay for all authorized
work in process, and BMSUSP shall assume Vendor's liability under and
indemnify Vendor with respect to all outstanding contracts made on
BMSUSP's behalf. Upon written notice of termination Vendor shall
take all steps necessary to wind up the work under this Agreement and
to mitigate BMSUSP's liability therefore.
3. Transfer Upon Termination
Vendor shall transfer, assign and make available to BMSUSP or BMSUSP's
representative all property and materials in Vendor's possession or
control belonging to and paid for by BMSUSP, and all information
regarding BMSUSP's project(s) covered by this Agreement, as set forth
in Paragraph C herein. Vendor also agrees to give all reasonable
cooperation toward transferring with approval of third parties
4
in interest all contracts and arrangements, if any, properly entered
into by Vendor in the performance of this Agreement, and all rights
and claims thereto and therein, upon being duly released from the
obligation thereof.
I. INDEPENDENT CONTRACTORS
The parties to this Agreement are independent contractors and nothing
contained in this Agreement shall be construed to place the parties in
the relationship of employer and employee, partners, principal and
agent, or joint ventures. Neither party shall have the power to bind
or obligate the other party nor shall either party hold itself out as
having such authority.
J. THIRD PARTY OBLIGATIONS
In connection with this Agreement, Vendor shall make no commitments or
disbursements, incur no obligations nor place any advertising, public
relations or promotional material for BMSUSP's parent, subsidiary or
affiliate companies, nor disseminate any material of any kind using
the name of BMSUSP and/or BMSUSP's parent, subsidiary or affiliate
companies or using their trademarks, without the prior written
approval of BMSUSP.
K. GOVERNING LAW
This Agreement is entered into in the State of New Jersey and shall be
constructed and governed under and in accordance with the laws of that
State.
L. MISCELLANEOUS
(1) The terms of this Agreement shall be binding upon BMSUSP and
Vendor and their respective successors and permitted assigns.
Notwithstanding the foregoing, this Agreement is not assignable in
whole or in part by Vendor without the prior written consent of
BMSUSP. Factoring of accounts receivable is not permitted.
(2) The failure of either party to take action as a result of a
breach of this Agreement by the other party shall constitute neither a
waiver of the particular breach involved nor a waiver of either
party's right to enforce any or all provisions of this Agreement
through any remedy granted by law or this Agreement.
(3) BMSUSP is an Equal Opportunity Employer and does not discriminate
against any person because of race, color, creed, age, sex, or
national
5
origin. Vendor represents that it has the same policy of Equal
Opportunity Employment.
(4) The policy of BMSUSP is to protect the health, safety and quality
of life of its employees and the public, and to exercise responsible
stewardship of natural resources that may be impacted by its
activities. To realize this, BMSUSP is committed to maintaining
programs and procedures for the environmentally responsible management
of facilities, materials, production processes, products and
packaging, transportation and distribution, waste and ft minimization,
energy, general business operations and contracted goods and services.
Vendor agrees with this policy and further acknowledges that its
performance under this Agreement shall be in strict compliance with
all applicable governmental laws and regulations and in accordance
with and in furtherance of this policy.
(5) This Agreement contains the entire understanding of the parties
with respect to the subject matter contained herein, supersedes any
prior written or oral communications and may be modified in writing
subject to mutual agreement of the parties hereto.
(6) The headings of each paragraph are for reference only and shall
not be construed as part of this Agreement.
6
(7) Except for the obligation to pay money property due and owing,
either party shall be excused from any delay or failure in performance
hereunder caused by reason of any occurrence or contingency beyond its
reasonable control, including. but not limited to, failure of
performance by the other party, earthquake, labor disputes, riots,
governmental requirements, inability to secure materials on a timely
basis, failure of computer equipment, failures or delays of sources
from which information or data is obtained and transportation
difficulties.
IN WITNESS WHEREOF, the parties hereto, each by a duly authorized officer, have
entered in to this Agreement this 18th day of September, 1995
Xxxxxxx-Xxxxx Squibb DSMI Corp.
U.S. Pharmaceuticals 00 Xxxxxx Xxxxxx
a division of Xxxxxxx-Xxxxx Xxxxxxxxx, Xxx Xxxx 00000
Squibb Company
/s/ Xxx Xxxxx
By: /s/ Xxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------- ------------------------
Title: HEALTHCARE MANAGEMENT Title: President & CEO
7
Portions of this Exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions, marked by [****], have been
separately filed with the Commission.
DSMI PROPOSAL TO XXXXXXX-XXXXX SQUIBB COMPANY
CARDIOVASCULAR DISEASE PROGRAM
SEPTEMBER 18, 1995
PROGRAM OBJECTIVES AND BENEFITS
The objective of this patient focused cardiovascular disease program is to
enhance patient knowledge concerning their medical condition and to improve
treatment adherence. The target population is patients who have recently
experienced any of the following health events: moderate to severe angina,
cardiac bypass surgery, myocardial infarction, or PTCA. This personalized,
interactive program links patients, health care providers, and sponsoring
organizations.
The benefits of this programs are multi-level:
FOR PATIENTS:
- Improved access to health care resources beyond existing hospital care
and office and in-home provider visits.
- Improved communication with health care providers.
- Enhanced self-care skills and knowledge in the area of cardiovascular
disease.
- Increased treatment adherence, motivation, and confidence in disease
self-management.
FOR HEALTH CARE PROVIDERS:
- More comprehensive information on patient progress.
- Quicker identification of hard-to-manage patients.
- Enhanced ability to make timely treatment modifications.
- Better targeting of health care resources appropriate to patient
needs.
- Increased patient knowledge, compliance, and satisfaction.
- Minimal or no additional demands on providers' time.
FOR INSURERS AND PROGRAM SPONSORS:
- Cost-effective management of secondary cardiovascular risk via a
program which facilitates appropriate use of health care resources.
- Expanded outcomes assessment capabilities.
- Enhanced patient and provider satisfaction.
- Improved market positioning of health care services.
- Enhanced market understanding.
- Expanded business and services development opportunities (e.g.,
sublicensing of program).
PROGRAM SCHEDULE*
The program outlined below will be created in English. See the "Program
Intervention Description" section for details about each of the interventions.
This protocol would be delivered to patients during their first year of
involvement in the program.
Month 1 Month 3
------- -------
- Business Reply Card (BRC) + - Follow-up call #3
program description - Personalized patient update #3 +
- Enrollment call to patient - pre-printed education materials
- Personalized patient report + - Personalized physician update #3
- pre-printed education materials
- Personalized physician summary
report Month 5
-------
- Follow-up call #1 - Follow-up call #4
- Personalized patient update #1 + - Personalized patient update #4 +
- pre-printed education materials - pre-printed education materials
- Personalized physician update #1 - Personalized physician update #4
Month 2 Month 8
------- -------
- Follow-up call #2 - Follow-up call #5
- Personalized patient update #2 + - Personalized patient update #5 +
- pre-printed education materials - pre-printed education materials
- Personalized physician update #2 - Personalized physician update #5
2
PROGRAM INTERVENTION DESCRIPTION
See the "Program Schedule" section for an outline of the protocol for
delivering these program components.
BUSINESS REPLY CARD (BRC)*/PROGRAM DESCRIPTION*
- Pre-printed card designed for distribution by providers to patients
and return via postage paid mail response by patient to DSMi.
- Brief assessment of identifying patient data (e.g., name, phone
number, best time to contact) necessary for DSMi to initiate
enrollment call to patient.
- Program description attachment for patient to tear off and keep for
future reference.
ENROLLMENT TELEPHONE CALL*
- Ten minute telephone call to enroll patients in the program as per
receipt of Business Reply Card.
- Call placed by operator according to patient's preferred contact times
as per Business Reply Card.
- Cost-efficient interface: operator-initiated contact to identify
patient and transfer to automated, voice response system.
- Option to reconnect with operator during or after voice response
interaction.
- High appeal voice response system using a recorded human voice versus
computer synthesized speech.
- Patient responds in normal speaking voice versus pushing touch tone
buttons.
- Self-report assessment of relevant medical and behavioral factors:
disease status, prescribed treatment, patient motivation, treatment
barriers, patient knowledge indicators.
- Patient receives personalized questions and clinically appropriate
feedback driven by expert system to promote patients' awareness of
their condition and adherence to their treatment regimen.
- Creates foundation for expanding patient data file which drives the
personalized, interactive program services.
PATIENT REPORT* + PRE-PRINTED EDUCATION MATERIALS*
- One to four page, laser printed, on-demand published report and
program description including text that is personalized based upon
enrollment questionnaire responses and graphics that are personalized
to patient's gender.
- Relevant pre-printed patient education materials (up to a maximum
total mailing weight of 3.0 ounces).
- Mailed to patient within a week after completion of enrollment
telephone call.
- Personalized and pre-printed materials reinforce patient awareness and
knowledge regarding their condition and promote treatment adherence.
- Referral information fosters appropriate use of health care resources
by patient.
3
PHYSICIAN SUMMARY REPORT
- One page, laser printed, on-demand published report summarizing a
patient's enrollment survey data.
- Mailed to patient's physician within a week after enrollment telephone
call.
- "At-a-glance" format provides efficient documentation of critical
patient data, ready for insertion into the medical record.
- Facilitates identification of patient education needs and
hard-to-manage patients, appropriate allocation of health care
resources, and timely modification of treatment regimens.
- Enhances patient-provider communication.
FOLLOW-UP CALLS*
- Five minute telephone calls placed by operator to patients according
to patient's preferred contact times and the program intervention
schedule.
- Cost-efficient interface: operator-initiated contact to identify
patient and transfer to automated, voice response system.
- Option to reconnect with operator during or after voice response
interaction.
- High appeal voice response system using a recorded human voice versus
computer synthesized speech.
- Patient responds in normal speaking voice versus pushing touch tone
buttons.
- Self-report follow-up assessment of relevant medical and behavioral
factors: update on disease status, prescribed treatment, patient
motivation, treatment barriers, patient knowledge indicators.
- Patient receives personalized questions and clinically appropriate
feedback driven by expert system to promote patients' awareness of
their condition and adherence to their treatment regimen.
- Allows identification of patient concerns and appropriate referral.
- Adds vital progress information to the longitudinal patient database.
PATIENT UPDATES* + PRE-PRINTED EDUCATION MATERIALS*
- One to four page, laser printed, on-demand published report including
text that is personalized based upon enrollment questionnaire
responses, and graphics that are personalized to patient's gender.
- Relevant pre-printed patient education materials (up to a maximum
total mailing weight of 3.0 ounces).
- Mailed to patient within a week after each follow-up call.
- Personalized and pre-printed materials reinforce patient awareness and
knowledge regarding their condition and promote treatment adherence.
- Referral information fosters appropriate use of health care resources
by patient.
4
PHYSICIAN UPDATES
- One page, laser printed, on-demand published report integrating
patient's follow-up and enrollment data.
- Mailed to patient's physician within a week after each patient
follow-up call.
- "At-a-glance" format provides efficient documentation of critical
patient data, ready for insertion into the medical record.
- Facilitates identification of patient education needs and
hard-to-manage patients, appropriate allocation of health care
resources, and timely modification of treatment regimens.
- Enhances patient-provider communication.
ORGANIZATIONAL DATA REPORTS
- Data reports, aggregate information, to payor and participating
organizations, provided quarterly. Configuration of reports to be
determined.
- To insure confidentiality and security of program database, reports to
Xxxxxxx-Xxxxx Squibb on program data to include aggregate patient
information only, as per format requested by Xxxxxxx-Xxxxx Squibb.
- Reports to payors (e.g., managed care organizations) on program data
to include individual patient information, as per format requested by
the payor.
- Individual data report on each patient provided at end of program.
Configuration of report to be determined.
5
PROGRAM DEVELOPMENT
Program development will proceed in two stages. During the first stage, within
30 days of finalizing an agreement with Xxxxxxx-Xxxxx Squibb, DSMi will deliver
preliminary program components to be used by Xxxxxxx-Xxxxx Squibb to market the
program to payors. These components will include twenty four (24) copies of
each of the following prototypes: sample marketing brochure/sales aid, sample
business reply card/program description, voice response call-in telephone
demonstration, sample personalized patient report, and sample personalized
physician report.
The second stage of program development will require an additional 120 days to
deliver a fully operating program, including the following components:
- Business reply card/program description (design/layout, print
specifications and artwork in a form specified by BMS).
- Personalized patient report and 5 patient updates.
- Personalized physician report and 5 physician updates.
- Enrollment call and 5 follow-up calls.
- Marketing brochure/sales aid.
The entire program development includes the following tasks:
PHASE I:
- Consultation with Xxxxxxx-Xxxxx Squibb Company to finalize program
specifications.
- Adaptation of clinical content/malarials to conform to delivery mechanisms
used in the program, including interactive voice response and on demand
publishing.
- Integration of market research/client/clinical information to finalize
program content.
PHASE II:
- Design of graphic presentation for pre-print and on-demand published
materials.
- Coordination of personalized clinical copy with personalized graphics.
- Design of systems configuration.
- Systems programming for internal reporting for on-demand publishing,
interactive voice response, and outcomes analyses.
- Voice recording and training of the voice response system.
PHASE III:
- Testing of the operable program including debugging of the expert system.
- Proofreading/editing pre-printed and on-demand published materials.
PHASE IV: PILOT PROGRAM
DSMi shall conduct a pilot test, for a maximum of 100 participants,
recruited by BMS, to demonstrate the efficacy of the fulfillment process.
The test shall include the following interventions:
- Mail BRCs to pilot program participants.
- Process all BRCs returned to DSMi.
- Conduct enrollment telephone call.
- Mail personalized patient report plus pre-printed patient education
materials.
- Mail personalized physician summary report.
- Conduct follow-up telephone call at 3-weeks after enrollment.
- Mail personalized patient update and pre-printed patient education
materials.
- Mail personalized physician update.
The test shall be conducted in a period not to exceed 90 days, including
recruitment of participants.
6
PROGRAM MARKETING AND TRAINING
DSMi will provide 4 full day training sessions to BMS staff or representatives
to assist in the marketing and training efforts for the program. BMS will have
access to additional services that may include any of the following:
- Development of marketing and/or training strategies and procedures.
- Coordination and/or presentations for meetings and seminars with
payors/sponsoring organizations.
- Individual phone and/or in-person consultation with payors/sponsoring
organizations.
- Written correspondence with payors/sponsoring organizations.
- Preparation of written materials and/or phone demonstrations for the
payors/sponsoring organizations.
PROGRAM OPERATION
As DSMi's program development team nears completion of the program, a program
operation team will be assembled to participate in testing the system. This
facilitates a smooth transition period for the shift from the development to the
operations staff. DSMi will maintain responsibility for managing its in-house
staff and its subcontractors who are involved in ongoing operations of the
program interventions. Quality assurance measures are included in the
interactive program interventions and DSMi's internal reporting systems.
Algorithms within the expert systems directing the mail and phone interventions
allow for easy modification of program elements without interruption of service
delivery. The systems development staff are available as-needed to make any
necessary modifications. While DSMi's clinical department will remain
responsible for any outcomes analyses evaluating the clinical impact of the
program, DSMi's program operation team will monitor quality assurance indicators
(e.g., enrollment rate, participant satisfaction, follow-up completion rate) on
a continual basis to insure appropriate delivery of program services and
facilitate timely troubleshooting. DSMi will issue periodic reports as agreed
upon by DSMi and Xxxxxxx-Xxxxx Squibb.
DATABASE DEVELOPMENT
The program database will be constructed and maintained using a standard
Relational Data Base Management System (RDBMS). The primary record index will
be based upon patient identification. All information collected at enrollment
and during all subsequent interventions will be stored in the database. The
record schema(s) will be developed according to the specific question sets and
data required by the proposed program. Data may be imported or exported
off-line using a variety of industry standard formats, or on-line using DSMi's
SQL Server interface. DSMi will use industry standard procedures for insuring
the confidentiality and security of the program database.
FACULTY
Brief biographies for DSMi's key staff are attached. In addition, DSMi utilizes
the expertise of several consultants from Harvard Medical School, including
Xxxxxx Xxxxxxxxx, Ph.D., M.P.P., Xxxxxx Xxxxxxxxxx, Ph.D., Xxxxx Samurai, Ph.D.,
and Xxxx Xxxxxxxx, M.D., in the areas of cost-effectiveness analysis, outcomes
analysis, development and implementation of clinical guidelines, medical
interventions, and health care provider education. Also, DSMi retains other
well-published consultants with clinical and research expertise specific to the
therapeutic areas in which a program is being developed. Curriculum vitae for
DSMi's consultants can be provided upon request.
7
Portions of this Exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions, marked by [****], have been
separately filed with the Commission.
FEES
PROGRAM DEVELOPMENT
The cost is $[****] to deliver the preliminary program components and the fully
operational program in English. Fee is payable according to the following
schedule:
- 25% upon contract signing.
- 25% upon delivery of preliminary materials.
- 25% upon delivery of fully operational program.
- 25% upon completion of the pilot program.
Printing fees for all pre-printed materials (e.g., patient education
materials, marketing/sales aids, BRC/program description) will be the
responsibility of Xxxxxxx-Xxxxx Squibb. However, at Xxxxxxx-Xxxxx Squibb's
request, and at no additional cost. DSMI will include a managed care
organization's logo or other identifying graphic element on the material.
DSMI will furnish estimates for printing costs upon determination of volumes
and final specifications.
BMS shall provide all clinical content for the program as described in Phase
I Program Development. BMS shall obtain and deliver to DSMI all pre-printed
patient education materials to be included in patient mailings. BMS shall be
responsible for printing costs of pre-printed materials (BRC/program
description and Marketing/Sales Aid). BMS shall recruit 100 persons to
participate in a pilot test.
PROGRAM OPERATION
The per patient program cost is [*****] for the eight-month protocol outlined
in this proposal.
EXCLUSIVITY
For a period beginning with the date this Agreement is signed and ending 12
months from the date DSMi completes Phase IV of the program (the "Exclusivity
Period"), DSMi agrees not to engage or participate in any other project
involving the development or implementation of an interactive program in the
prevention of cardiac sequelae resulting from acute myocardial infarction, PTCA,
cardiac bypass surgery, or moderate to severe angina. At the conclusion of the
Exclusivity Period, provided at least 3,000 patients have enrolled in the
program, Xxxxxxx-Xxxxx Squibb shall have the right, but not the obligation, to
negotiate an exclusive arrangement for an interactive program in the
prevention of cardiac sequelae resulting from acute myocardial infarction, PTCA,
cardiac bypass surgery, or moderate to severe angina. In the event such
negotiations are unsuccessful, Xxxxxxx-Xxxxx Squibb shall have the right to
match any bona fide offer made to DSMi for an interactive program in the
prevention of cardiac sequelae resulting from acute myocardial infarction, PTCA,
cardiac bypass surgery, or moderate to severe angina. This right of first
refusal shall endure for a period of nine months from the conclusion of the
Exclusivity Period.
CONSULTING
A per diem fee plus direct expenses is required for consultation services
performed by DSMi or its consultants. Such fees would be required for
activities performed for parties outside Xxxxxxx-Xxxxx Squibb on behalf of the
program and/or activities beyond the program development/marketing and training
operations functions outlined in this proposal.
CUSTOMIZATION
Any customization other than incorporation of MCO logo or other identifying
graphic element will constitute a revision to the intervention protocol (i.e.,
additional patient and/or physician reports and/or variations in on-demand or
IVR content). DSMi shall furnish estimates for development and delivery to BMS
prior to undertaking any revisions.
8
ATTACHMENTS
STAFF BIOGRAPHIES
9
BIOGRAPHICAL INFORMATION FOR KEY DSMI STAFF MEMBERS
XXXXXX XXXXXXXX, M.D.-CHAIRMAN OF THE BOARD
In addition to his position as Chairman of the Board at DSMi, Xx. Xxxxxxxx is
Chairman of NeuralTech, Inc., and Preferred Oncology Networks of America, Inc.
(PONA). He is a Director of OnGard Systems, Inc., and Medifax, Inc. He is also
a director of several not-for-profit healthcare corporations. He has extensive
operating experience as the Chairman and CEO of the Ide Radiology Group, which
provides medical imaging services to six hospitals and ten imaging centers in
New York State. Xx. Xxxxxxxx is a Board Certified Radiologist. He received his
postgraduate specialty training at the Massachusetts General Hospital and
Harvard Medical School.
XXXXXX X. XXXXXXXX-PRESIDENT AND CEO
Xx. Xxxxxxxx has been a senior executive with major companies in the
pharmaceutical, managed care and medical services industries. Those companies
include Ayerst-Wyeth, Blue Cross and Blue Shield and Xxxxxx Healthcare,
International. He was the founder and President and CEO of Patient Management
Technologies, Inc. He received his B.S. from the State University of New York
and attended the Xxxxxxx X. Xxxxx Graduate School of Business Administration at
the University of Rochester. As the founder of DSMi, Xx. Xxxxxxxx recognized a
need to assist companies involved in providing patients with pharmaceuticals,
medical services and products and healthcare financing with alternative methods
for improving patient compliance with prescribed therapies and treatments. The
desired end result of this improved compliance is improved clinical outcomes.
XXXXXXX X. XXXXXX, M.D., PH.D.-BOARD MEMBER
Xx. XxXxxx is currently Xxxxxx Xxxxx Professor and Head of the Department of
Health Care Policy at Harvard Medical School. Xx. XxXxxx holds degrees from
Emmanuel College, Harvard Medical School and Harvard University. She is a
member of a number of organizations, including the Medical Advisory Panel,
Technology and Evaluation Program for the Blue Cross and Blue Shield
Association. Xx. XxXxxx is a nationally recognized expert in the field of
improving patient outcomes and has published widely on the subject.
XXXXXXX X. XXXXX-SR. VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
Xx. Xxxxx has been Sr. Vice President, Chief Financial Officer, Secretary and
Treasurer of the Company since May 1995. From 1989 to 1995 Xx. Xxxxx was Chief
Financial Officer of Pappajohn Capital Resources. a venture capital firm
specializing in healthcare investments, and Equity Dynamics, Inc.. a financial
consulting firm. From 1984 to 1989 Xx. Xxxxx was a Senior Accountant with
Vroman, McGowen, Xxxxx, Xxxxx & Xxxxx, X.X., a certified public accounting firm.
XXXXXX X. XXXXXX-VICE PRESIDENT, SALES AND MARKETING
Xx. Xxxxxx has 15 years of experience in the sale and marketing of
pharmaceuticals and medical products. Before joining DSMi, Xx. Xxxxxx had been
with Genentech, Inc. for 10 years. Prior to this, he was with American Critical
Care. Xx. Xxxxxx has an A.B.J. degree from the University of Georgia.
XXXX XXXXXX-VICE PRESIDENT, SYSTEMS ENGINEERING
Xx. Xxxxxx has over 15 years of experience in the field of engineering,
engineering management and telecommunications. His specific areas of expertise
include advanced intelligence networks, interactive audio response, speech
recognition, and multimedia applications. Xx. Xxxxxx has significant experience
in the use of advanced speech recognition technology for automation of highly
interactive services and integration with electronic publishing. Prior to
joining DSMi, Xx. Xxxxxx had over 10 years of experience with Northern Telecom.
He has a BSEE from Purdue University.
XXXX X. XXX-DIRECTOR, SYSTEMS DEVELOPMENT
Xx. Xxx directs Systems Development for DSMi. An expert in voice-response and
on-demand publishing technology, he has successfully managed a software
development company for over 10 years, developing and marketing numerous
software programs that are currently in use nationally and internationally. Xx.
Xxx has extensive research and development experience for FORTUNE 500 companies
such as Tandy Corporation, Xxxxxxx Kodak Company and Xerox.
XXXXXX X. XXXXXXX, PH.D.-DIRECTOR, CLINICAL PROGRAMS
Xx. XxXxxxx is responsible for coordinating clinical research and development
for DSMi's programs. She holds a doctorate in clinical psychology from the
University of Rochester. With over ten years of experience in health
psychology, she has completed research, program development, and clinical work
in smoking cessation, cardiovascular disease, asthma, and health promotion, in
addition to instructing psychology at several universities. She is a member of
the American Psychological Association and the Society of Behavioral Medicine.
XXXXXXX XXXXXXX-DIRECTOR, PRODUCT DEVELOPMENT
With over fifteen years experience in promotion, marketing and communications,
Xx. Xxxxxxx possesses considerable expertise in planning and coordinating
motivational and informational communications programs. As Creative Director of
an advertising/public relations firm, he conducted multi-media campaigns for
numerous clients, from software development to human service and health care.
He is the recipient and co-recipient of 3 Silver Microphone awards for creative
work reaching general, private sector, non-profit, and multi-ethnic audiences.
XXXXX XXXXX, M.S.P.H.-MANAGER, CLINICAL PROGRAMS
Xx. Xxxxx possesses a unique combination of extensive clinical research
expertise and "hands-on, deadline driven" project management experience. With a
Masters of Science in Public Health from the University of Illinois
Urbana-Champaign, she has participated in and managed projects involving the
Centers for Disease Control, New York State Department of Health, and private
foundations. Her organizational skills and breadth of experience are well
suited for her demanding position which involves coordination, scheduling and
budgeting of diverse product functions. She has published numerous articles and
abstracts on issues of patient compliance and public health.
