[EXHIBIT 99.4.3]
WAIVER AND CONSENT
WAIVER AND CONSENT, dated as of May 13, 1998 (this "Waiver"), to the
International Co-Promotion Agreement, effective as of June 28, 1996 (the
"Agreement") by and between Xxxxxx-Xxxxxxx Company, a Delaware corporation
("Xxxxxx-Xxxxxxx"), and Pfizer Inc., a Delaware corporation ("Pfizer").
Capitalized terms not otherwise defined herein have the meanings set forth
in the Agreement.
WHEREAS, Xxxxxx-Xxxxxxx has assigned certain of its rights and
obligations under the Agreement to Xxxxxx-Xxxxxxx Export Limited, a company
organized and existing under the laws of Ireland ("Export"), in accordance
with the Assignment and Assumption Agreement dated as of November 1, 1996;
and
WHEREAS, Pfizer has assigned certain of its rights and obligations
under the Agreement to Pfizer Overseas Inc., a corporation organized and
existing under the laws of Delaware ("Pfizer Overseas"); and
WHEREAS, upon this Waiver becoming effective, the parties have agreed
that certain provisions of the Agreement be waived and consented to in the
manner provided for in this Waiver;
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I - WAIVER AND CONSENT
SECTION 1.01. Waiver of Section 2.02(d) Use of Contract Sales
Force. Solely in Ireland, Pfizer Overseas and Export each hereby waives
compliance by the other party with the provisions of Section 2.02(d) of the
Agreement which require Pfizer Overseas and Export, during Agreement Years
One and Two, to each promote the Product solely through its existing sales
forces and not to rely upon any contract sales forces; provided, however,
such contract sales forces are used only to supplement the detailing
efforts each party's respective existing sales forces and not in lieu of
any existing sales forces.
SECTION 1.02. Waiver of Section 2.02(d) Nature of Contract Sales
Force. Solely in Ireland, Pfizer Overseas and Export each hereby waives
compliance by the other party with the provisions of Section 2.02(d) of the
Agreement which require each party, to the extent that it uses the services
of a contract sales force, to employ only "a third party whose primary
business is devoted to detailing third party products," but only if the
quality of service provided by the contract sales force(s) is in all
material respects equal to (or better than) that which would otherwise be
provided by the party employing such contract sales force.
SECTION 1.03. Consent to Third Party Sales Force. Solely in Ireland,
Pfizer Overseas and Export each hereby consents to the use by the other
party of a third party contract sales force, subject to the conditions set
forth herein.
ARTICLE II - MISCELLANEOUS
SECTION 2.01. No Other Waivers and Consents. Except as expressly
waived and consented to hereby, the provisions of the Agreement are and
shall remain in full force and effect.
SECTION 2.02. Governing Law. This Amendment shall be governed by and
construed in accordance with the law of the State of New York other than
those provisions governing conflicts of law.
SECTION 2.03. Headings. The headings used in this Amendment have
been inserted for convenience of reference only and do not define or limit
the provisions hereof.
SECTION 2.04. Third Party Beneficiaries. None of the provisions of
this Waiver shall be for the benefit of or enforceable by any third party,
including, without limitation, any creditor of either party hereto. No
such third party shall obtain any right under any provision of this Waiver
or shall by reason of any such provision make any claim in respect of any
debt, liability or obligation (or otherwise) against either party hereto.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
officers, have executed this Waiver as of the date first written above.
XXXXXX-XXXXXXX PFIZER OVERSEAS INC.
EXPORT LIMITED
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxx
---------------------------- ------------------------------
Name: Xxxx X. Xxxxx Name: Xxxxxx X. Xxxxxx
Title: Managing Director Title: Vice President
