Distribution Agreement [Amendment No. 1] - MedImmune Inc. and Abbott International Ltd.
AMENDMENT TO THE DISTRIBUTION AGREEMENT
This Amendment to the Distribution Agreement ("AGREEMENT") is entered into as of April 28, 1999 (the "Effective Date") by and between MedImmune, Inc. a Delaware corporation, having its principal place of business at 35 West Watkins Mill Road, Gaithersburg, MD 20878 ("MEDIMMUNE") and Abbott International, Ltd., a Delaware corporation, having its principal place of business at 200 Abbott Park Road, Abbott Park, IL 60064.
WHEREAS, MEDIMMUNE and Abbott International, Ltd. entered into a Distribution Agreement as of December 1, 1997 (the "DISTRIBUTION AGREEMENT").
WHEREAS, the parties desire to amend the DISTRIBUTION AGREEMENT.
(f) For a period of two (2) years from the Effective Date of this AGREEMENT, the amount invoiced by MEDIMMUNE to ABBOTT under Section 3.3(a)(i)(A) and 3.3(a)(i)(B) shall be as follows:
(g) The amounts paid under Section 3.3(f) shall be treated as being paid under Section 3.3(a)(i) for the purpose of determining the credit due under Section 3.3(a)(ii)
(h) With respect to each vial for which ABBOTT is invoiced under Section 3.3(a)(i) as modified by Section 3.3(i), which is not sold by ABBOTT prior to the expiration date therefor, by December 15th of each calendar year, for each unsold vial that has reached the expiration date during the period from October 1st of the previous calendar year through September 30th of the applicable calendar year, ABBOTT shall pay the price therefor under Section 3.2(a) using as NET SALES the weighted average of NET SALES of PRODUCT sold in the TERRITORY for the period from July 1stthrough September 30th of the applicable calendar year, with the amount paid therefor under Section 3.3(f) being credited against the amount due under this Section 3.3(h). The payment under this Section 3.3(h) shall include a report with respect to expired vials for the applicable period.
(i) With respect to each vial for which ABBOTT is invoiced under Section 3.3(a)(i) as modified by Section 3.3(f), within forty-five (45) days following the end of each CALENDAR QUARTER, as part of the report under Section 3.3(b), ABBOTT shall provide to MEDIMMUNE a written country-by-country report of the inventory and sales of such vials.
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by their respective representatives hereunto duly authorized as of the day and year first above-written.
|ABBOTT INTERNATIONAL, LTD.||MEDIMMUNE, INC.|
/s/ ROBERT L. PARKINSON, JR.
Robert L. Parkinson, Jr.
/s/ MELVIN D. BOOTH
Melvin D. Booth
|Name:||Robert L. Parkinson, Jr.||Name:||Melvin D. Booth|
|Title:||President & COO||Title:||President|
The undersigned, Abbott Laboratories, an Illinois corporation, hereby consents to this AGREEMENT and joins in the execution of this AGREEMENT for the purpose of obligating itself to the obligations and undertakings of Abbott International, Ltd., as set forth in this AGREEMENT.
/s/ ROBERT L. PARKINSON, JR.
Name: Robert L. Parkinson, Jr.
Title President & COO