EXHIBIT 10.1
AMENDMENT TO AMENDED AND RESTATED DISTRIBUTION AND SERVICES
AGREEMENT AND ADDITIONAL SERVICES AGREEMENT
This Amendment to the Amended and Restated Distribution and Services
Agreement and the Additional Services Agreement is entered into as of this 1st
day of May, 2001 by and between Biogen, Inc. through its offices located at 000
Xxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000 ("Biogen"), and Nova Factor,
Inc., with principal offices located at 0000 Xxxxxxx Xxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxxx, XX 00000 ("Nova Factor").
WHEREAS, Biogen has appointed Nova Factor as a preferred distributor
of Biogen's AVONEX(R) (Interferon beta - 1a) under the terms of an Amended and
Restated Distribution and Services Agreement between the parties dated as of
January 1, 2000 (the "Distribution Agreement");
WHEREAS, Nova Factor has agreed to perform certain additional services
for Biogen in connection with Biogen's customer service efforts related to
AVONEX(R) pursuant to the terms of an Additional Services Agreement between the
parties dated as of January 1, 2000 (the "Services Agreement");
WHEREAS, under the Distribution Agreement and the Services Agreement,
Nova Factor has agreed to provide reimbursement assistance and other customer
services to end-users of AVONEX(R) and to provide data reporting and other
services to Biogen;
WHEREAS, the parties wish to amend the Distribution Agreement and the
Services Agreement;
NOW THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the parties hereby agree as follows:
1. Distribution Agreement.
(a) Schedule E to the Distribution Agreement is replaced by
Amended Schedule E, attached hereto.
2. Services Agreement.
(a) Schedule C to the Services Agreement is replaced by Amended
Schedule C, attached hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
through their duly authorized representatives.
NOVA FACTOR, INC. BIOGEN, INC.
By: /s/ Xxxxx Grow By: /s/ Xxxxxx X. Xxxxxx
-------------------------- ---------------------------------
Name: Xxxx X. (Xxxxx) Grow Name: Xxxxxx X. Xxxxxx
Title: President Title: Director of National Accounts
Dated: December 26, 2001
Amended Schedule E to the Amended and Restated Distribution Agreement
[***]
Amended Schedule C to the Additional Services Agreement
[***]
EXHIBIT 1
Nova Factor "Time to Ship" Definitions
NUMBER OF CALENDAR DAYS The number of calendar days between a Nova
Patient's setup date and their first
shipment date IF their first shipment
therapy is `MS' AND they did not receive a
replacement OR a discontinuation between
their setup date and first shipment date.
[***] Patients flagged as Novafactor Patients by
Novafactor (Avonex Direct Delivery) (i.e.
excludes [***] patients and "replacement
only" patients).
[***] Patients flagged as [***] patients by
Novafactor (i.e. excludes [***] patients
and "replacement only" patients) and to
whom Nova Factor ships Product.
[***] [***] Patients + [***] Patients (i.e.
excludes "replacement only" patients)
