Exhibit 10.25
CONFIDENTIAL TREATMENT REQUESTED
CONTENT DEVELOPMENT AGREEMENT
THIS CONTENT DEVELOPMENT AGREEMENT ("Agreement") is entered into as of
the 15th day of June, 1999 by and between CenterWatch, Inc., a Massachusetts
corporation ("CW"), a subsidiary of Medical Economics Company and
▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. ("AD"), a Delaware corporation. AD and CW are sometimes
referred to herein as the "Parties" and individually as a "Party." Capitalized
terms shall have the meanings set forth for such terms in Article XIII hereof or
as otherwise defined in this Agreement.
WHEREAS, AD is engaged in the business of operating an
Internet site located at the URL ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and on America
Online ("AOL") (collectively the "AD Site");
WHEREAS, CW is engaged in the business of operating as
Internet site located at the URL ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ("CW Site");
WHEREAS, CW maintains certain content and services on the CW
Site, including a listing of clinical trials database ("Listing of Clinical
Trials Database") and an e-mail notification service ("E-mail Notification
Service");
WHEREAS, CW intends to gather certain data concerning clinical
trial volunteers through the use of a Trials Volunteer Questionnaire (as defined
herein) and to store such data in the Trial Volunteer Questionnaire Database (as
defined herein); and
WHEREAS, AD desires to obtain a license to use the Trials
Volunteer Questionnaire Database for the purposes set forth herein, and CW is
willing to grant such a license to AD subject to the terms and conditions of
this Agreement.
NOW, THEREFORE, in contemplation of the foregoing recitals and
in consideration of the mutual covenants and promises contained herein, the
Parties hereby agree as follows:
Article I
E-MAIL NOTIFICATION SERVICE AND TRIALS VOLUNTEER QUESTIONNAIRE
1.1 Trials Volunteer Questionnaire. CW shall develop, with input from AD, a
trials volunteer questionnaire (the "Trials Volunteer Questionnaire")
for those Users who are interested in participating in a clinical
trial. The Trials Volunteer Questionnaire shall include: (i) the User
granting permission to AD, its agents and Affiliates to contact
research organizations ("CRO's"), site management organizations
("SMO's") and pharmaceutical companies on the User's behalf, (ii) a
description of the relationship between AD, CW, CROs, SMOs and
pharmaceutical companies and (iii) subject to Section 4.6, the User
granting permission to AD, its agents and Affiliates to use the
information from the Trials Volunteer Questionnaire for purposes of
marketing and selling other AD content, products and services. The
information Users provide pursuant to this Section shall be stored in a
database (the "Trials Volunteer
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Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as [***]. A complete version of this
exhibit has been filed separately with the Securities and Exchange Commission.
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Questionnaire Database") which shall reside on the CW Site. The Trials
Volunteer Questionnaire shall reside on the CW Site.
1.2 Trials Volunteer Questionnaire Button. AD shall create a hyperlink to
the Trials Volunteer Questionnaire from the home page of the AD Site,
the navigation bar displayed on each page of the AD Site and at such
other locations on the AD Site as the Parties may agree. CW shall
create a hyperlink to the Trials Volunteer Questionnaire from the home
page of the CW Site, the E-mail Notification Service page, the
navigation bar displayed on each page of the CW Site and at such other
locations on the CW Site as the Parties may agree.
1.3 Trials Volunteer Questionnaire Database. CW shall provide AD with daily
access to the newly added User information to the Trials Volunteer
Questionnaire Database. CW and AD shall cooperate in determining the
manner and format in which such information shall be made available to
AD.
1.4 Exclusive License. Subject to the terms and conditions contained in
Sections 4.1 and 4.2, CW hereby grants AD an exclusive license during
the term of this Agreement to use the Trials Volunteer Questionnaire
Database for recruiting, organizing or screening of clinical trial
candidates for CROs, SMOs, pharmaceutical companies and any other
similar business and for any other purpose reasonably related thereto.
1.5 Limitation on the Use of the Database. CW shall not permit any Person,
other than its agents or employees or an Affiliate or agents or
employees of an Affiliate, to access or use the Trials Volunteer
Questionnaire Database or any information contained therein for any
purposes whatsoever, other than with the express written permission of
AD. CW shall not enter into any contractual relationship with any other
Person where CW permits, to its knowledge, such Person to use the
Listing of Clinical Trials Database for purposes of recruiting clinical
trial candidates for third Persons. During the term of this Agreement,
CW shall, and shall cause its agents or employees or an Affiliate or
agents or employees of an Affiliate, to refrain from using the User
information to compete with the Trials Volunteer Questionnaire.
1.6 AD Hyperlink to E-mail Notification Service. CW shall permit AD to
create, at its option, one or more hyperlinks from the AD Site or any
site of an AD Affiliate to the CW Site. Any User information obtained
as a result of a User accessing the E-mail Notification Service
pursuant to the terms of this Section shall be governed by the terms
and conditions contained in this Article I.
1.7 Gathering of Other User Information. Any User information from visitors
to other sites on the Internet where such visitors are referred to the
CW Site from other health related sites on the Internet concerning
Persons that may be interested in participating in clinical trials
shall be treated pursuant to the terms of this Article I as if such
information had been obtained from a User on the CW Site.
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Article II
CONTENT DEVELOPMENT; ADDITIONAL OBLIGATIONS
2.1 CW Content. CW shall develop in a timely manner the content set forth
below for display on the AD Site. CW hereby grants AD a fully paid
non-exclusive license during the term of this Agreement to display the
following content on the AD Site:
(i) a summary of the ongoing clinical trials that are seeking
clinical trial candidates with a hyperlink from the AD Site to
the portion of the CW Site containing such clinical trial
information;
(ii) educational materials regarding volunteering for a clinical
trial;
(iii) a glossary of terms applicable to clinical trials;
(iv) a list of recently approved therapies organized by therapeutic
area with a hyperlink from the AD Site to the CW Site; and
(v) summaries of CW consumer newsletters and industry publication,
including CW Weekly.
2.2 AD Editorial Rights. AD shall determine the location on the AD Site
page where such CW content shall be displayed. AD and CW shall jointly
edit the CW content for the AD Site. AD shall have the right to refuse
to display any CW content in the event that such CW content does not
conform with accepted advertising or promotional standards applicable
to such CW content.
2.3 CW Obligations. CW shall use commercially reasonable efforts to
introduce AD to senior executives and board members employed with CROs,
pharmaceuticals companies and SMOs that are known to CW or its
Affiliates.
2.4 AD Obligations. AD shall use commercially reasonable efforts to direct
appropriate Users to the Trials Volunteer Questionnaire and the CW
Site.
Article III
LISTING OF CLINICAL TRIALS DATABASE
3.1 License and Limitations on the Use of the Listing of Clinical Trials
Database. In the event that the listing of Clinical Trials Database is
no longer generally available to the public, CW shall grant AD a fully
paid license during the term of this Agreement the right to use the
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Listing of Clinical Trials Database and the information contained
therein in a manner consistent with the purposes of this Agreement.
3.2 Listing of Information in the Database. AD shall use its commercially
reasonable efforts to list clinical trials on behalf of third Persons
in the Listing of Clinical Trials Database to the extent such clinical
trials are not already included in the Listing of Clinical Trials
Database, where AD becomes aware of any such listing. AD shall use
commercially reasonable efforts to, subject to the terms herein,
contract with certain Person concerning recruitment of clinical trial
candidates and CW shall comply with the requests of any such Person
that lists information in the Listing of Clinical Trials Databases for
modifying the information listed in the Listing of Clinical Trials
Database by such Person.
Article IV
PAYMENTS; REPORTS
4.1 Fixed Maintenance Fee. AD shall pay CW an initial one time fee of
[***] upon execution of this Agreement and a quarterly fee of [***]
commencing on the date of this Agreement and continuing for the
duration of this Agreement.
4.2 Fee Sharing Arrangement. During the six month period commencing from
the date hereof, AD shall pay CW a fee as specified in Exhibit A.1
hereto based on a percentage of total fees that AD collects from the
placement of Users into clinical trials or from selling a list of Users
interested in clinical trials, in each case where such Users were
originally from a listing in the Trials Volunteer Questionnaire
Database. After such six month period, AD shall pay CW a fee as
specified in Exhibit A.2 hereto based on a percentage of total fees
that AD collects from the placement of Users into clinical trials or
from selling a list of Users interested in clinical trials, in each
case where such Users were originally from a listing in the Trials
Volunteer Questionnaire Database.
4.3 Payment of Fee Sharing Arrangement. The fee specified in Section 4.2
shall be paid on a quarterly basis in the quarter immediately following
the quarter during which such fees are collected by AD, to the extent
that such fees are collected by AD from third Persons. Each such
payment under Section 4.2 shall be accomplished by a report setting
forth the revenues upon which such fees are based on and any other
information related thereto as may be reasonably requested by CW.
4.4 Audit of Reports. AD shall maintain complete and accurate books and
records sufficient to prepare reports as required by Section 4.3. CW
shall have the right to cause such books and records to be examined and
audited by an independent certified public accountant. Any such audit
shall be performed on five (5) days' written notice, during normal
business hours, no more frequently than once in a six month period and
in such manner as to avoid unreasonable
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interference with normal business operation. If such examination
reveals an underpayment the greater of which is $1,000 or 5% of the
total payment due for any quarter, then AD shall pay the cost of such
examination (otherwise CW shall pay the cost of such examination).
4.5 Excluded Users Information. In the event that AD gathers or retains any
information directly from query fields resident on the AD Site or any
other site (except for the CW Site), such User information shall be the
exclusive property of AD and shall be excluded from the terms and
conditions of this Agreement. During the term of this Agreement, AD
shall not use such User information to compete with the Trials
Volunteer Questionnaire.
4.6 Limitation on Use of Information by AD. AD shall use the information
from the Trials Volunteer Questionnaire for (i) the purposes of
recruiting, organizing or screening of clinical trial candidates for
CROs, SMOs, pharmaceutical companies and for any other purpose
reasonably related thereto or (ii) marketing and selling products and
services offered on the AD Site. AD hereby agrees that it shall not
sell to any third Person, other than an Affiliate, any specific User
information obtained from CW except for the purposes of recruiting,
organizing or screening of clinical trial candidates for CROs, SMOs,
pharmaceutical companies or for any purpose reasonably related thereto
or marketing and selling products and services offered on the AD Site.
Article V
REPRESENTATIONS, WARRANTIES AND COVENANTS
5.1 CW Representations and Warranties. CW represents and warrants the
following to AD as of the date hereof:
(i) CW has sufficient rights to the information, content and
databases described in this Agreement to permit CW to convey
the licenses described herein to AD and for the Parties to
perform the terms and conditions contained herein;
(ii) to CW's knowledge, no actions contesting CW's rights in and to
the databases described herein and the information
incorporated therein have been taken by any other Person;
(iii) to CW's knowledge, the licenses granted to AD pursuant to the
terms herein do not infringe upon any copyright, trade name,
trademark, service ▇▇▇▇, or other right of any other Person;
(iv) the CW Site has averaged approximately [***] Users per month,
approximately [***] of such Users are Users that are not
pharmaceutical industry professional;
(v) the CW Site has averaged approximately [***] unique page
views per month; and
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(vi) the execution and delivery of this Agreement does not conflict
with or result in any breach of or constitute a default (or an
event which with notice or lapse of time or both would become
a default) under, or give to others any rights of termination
or cancellation of, or accelerate the performance required by
or maturity of, or result in the creation of any security
interest, lien, charge or encumbrance on any of CW's assets
pursuant to any of the terms, conditions or provisions of, any
note, bond, mortgage, indenture, permit, license, franchise,
lease, contract, or other instrument or obligation to which CW
is a party or by which any of its assets are bound or
affected.
5.2 CW Covenants. CW covenants to AD that on and after the date of this
Agreement:
(i) CW shall maintain the Listing of Clinical Trials Database
indexed by disease category substantially as such database
exists on the date hereof on the CW Site and with the
functionality and User interactivity that such Listing of
Clinical Trials Database demonstrates on the date hereof;
(ii) CW shall use commercially reasonable efforts to ensure that
the data contained in the Listing of Clinical Trials Database
shall be accurate in all material respects and the listing of
such data in such database shall be in material compliance
with all applicable laws, regulations and standards
promulgated by any governmental or non-governmental body;
(iii) CW shall obtain IRB approval for each listing in the Listing
of Clinical Trials database;
(iv) CW shall use its reasonable before efforts to maintain and
promote the Listing of Clinical Trials Database as the leading
and comprehensive source of clinical trial information on the
Internet;
(v) CW shall maintain the E-mail Notification Service
substantially as such service exists on the date hereof on the
CW Site and with the functionality that such E-mail
Notification Service demonstrates on the date hereof;
(vi) CW shall use commercial reasonable efforts to gather
volunteers for clinical trials by means of the E-mail
Notification Service;
(vii) CW shall routinely e-mail those Users that have subscribed to
the E-mail Notification Service to suggest that such Users
complete the Trials Volunteer Questionnaire and generally
promise the clinical trial recruitment process to such Users.
Such e-mail shall contain that information specified in
Exhibit B;
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(viii) CW shall not permit any Person, other than an Affiliate of CW,
to access the list of Users that subscribe to the E-mail
Notification Service or any other information related thereto;
and
(ix) CW shall maintain the operation of the CW Site and the
Clinical Trials Questionnaire Database, without material
interruption of service of such site and database.
5.3 AD Representations and Warranties. AD represents and warrants the
following to CW as of the date hereof that:
(i) the execution and delivery of this Agreement does not conflict
with or result in any breach of or constitute a default (or an
event which with notice or lapse of time or both would become
a default) under, or give to others any rights of termination
or cancellation of, or accelerate the performance required by
or maturity of, or result in the creation of any security
interest, lien, charge or encumbrance on any of AD's assets
pursuant to any of the terms, conditions or provisions of, any
note, bond, mortgage, indenture, permit, license, franchise,
lease, contract, or other instrument or obligation to which AD
is a party or by which any of its assets are bound or
affected;
(ii) AD has a contractual relationship with AOL to be a tenant on
the AOL site, the term of such agreement expires in June of
2001 unless renewed or terminated prior to such date; and
(iii) For the month of May, 1999, the AD Site received at least
4,000,000 page views.
5.4 AD Covenants. AD covenants to CW that on and after the date of this
Agreement that:
(i) AD shall use commercial reasonable efforts to hire a sales
staff of six or more sales persons within 12 months from the
date hereof and whose responsibilities shall include the
marketing of the clinical trial candidate recruitment services
offered by AD from access to the Trials Volunteer Database;
(ii) AD shall maintain the operation of the AD Site, without
material interruption of service of such site; and
(iii) Within 45 days from the date hereof, AD shall create those
hyperlinks and buttons as depicted on Exhibit C directing
Users to the CW Site and the Trials Volunteer Questionnaire
Database. AD shall provide space on the AD Site to CW for use
as a clinical trial resource area. This section as depicted on
Exhibit C shall be live and accessible by Users on the AD
Site.
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5.5 AD Acknowledgements. AD hereby acknowledges that the Trials Volunteer
Questionnaire Database, the E-mail Notification Service and the Listing
of Clinical Trials Database are the exclusive property of CW and AD's
rights to such databases and the information incorporated therein are
limited to the terms and conditions of this Agreement.
5.6 Mutual Representations. Each Party represents to the other Party that:
(i) it has the full power and authority to enter into, execute,
deliver, and perform this Agreement;
(ii) the execution, delivery and performance of this Agreement and
the consummation of all transactions contemplated herein and
therein, have been duly authorized by all necessary corporate
and other actions of such Party; and
(iii) this Agreement, when executed and delivered by such Party,
shall be valid and a binding obligation of such Party,
enforceable against it in accordance with their terms, subject
to bankruptcy, insolvency and other similar laws affecting the
rights of creditors generally and except that the remedies of
specific performance, injunction and other forms of mandatory
equitable relief may not be available.
Article VI
RELATIONSHIP OF PARTIES
6.1 No Joint Venture. Nothing contained in this Agreement shall be
construed as providing for the sharing of profits or losses arising out
of the efforts of either or both of the Parties.
6.2 Independent Contractors. The Parties are and shall conduct themselves
as independent contractors in the performance of this Agreement.
Article VII
INDEMNIFICATION AND LIMITATION ON LIABILITY
7.1 Indemnity. Each Party agrees to indemnify and hold the other Party
harmless from, and to reimburse such other Party for, any loss, cost,
expense, damage, liability or claim (including without limitation, any
attorney's fees and costs of investigation and defense) arising out of,
based upon or resulting from (a) the inaccuracy of any representations
or warranty of the indemnifying Party which is contained in this
Agreement, or (b) the breach of or failure to perform any warranty or
covenant made by the indemnifying Party which is contained in this
Agreement.
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7.2 Limitation on Damages. In no event, whether through arbitration or
judicial proceeding, shall any Party be liable to the other Party for
special, incidental, indirect or consequential damages of any kind or
nature, even if advised of the possibility of such damages in advance.
Article VIII
TERM AND TERMINATION
8.1 Term. Subject to Section 8.3, this Agreement shall terminate on the
date 24 months from the date of this Agreement. This Agreement shall
renew automatically without any further action by either Party for
successive one year periods thereafter unless, 180 days prior to end of
any term either Party notifies the other Party in writing of its intent
to not renew this Agreement for an additional one year period. In
addition, AD shall have the option to renew this Agreement at the end
of the original term if AD shall have paid to CW at least [***] if
fees during the first year of this Agreement and at least [***] during
the second year of this Agreement, pursuant to the terms and
conditions of Sections 4.1 and 4.2; provided, that AD may elect, at
its option, to pay CW the difference between the amounts required to
paid pursuant to the preceding clause and the amount of fees actually
paid to CW.
8.2 Survival of Certain Terms. The provisions contained in Articles V, VII,
IX, X, XII and XIII shall survive termination, expiration, or
cancellation of this Agreement. AD shall be obligated to pay those fees
set forth in Sections 4.1 and 4.2 that have accrued on or prior to the
date of termination of this Agreement.
8.3 Termination. Upon the occurrence of any one of the following events,
the Party specified below may elect to terminate this Agreement by
notice to the other Party, such termination to take effect on the date
of the notice unless otherwise advised by the Party giving the notice:
(i) If either Party fails to comply with any material provision of
this Agreement; provided, however, that the breaching Party
first shall be given 30 days to remedy such breach;
(ii) Upon the insolvency or bankruptcy of, or the filing of a
petition for reorganization or liquidation under applicable
bankruptcy or insolvency laws by or against, or an assignment
for the benefit of creditors of, or the appointment of
administrator, liquidator, trustee or receiver of, or any
similar protective proceeding or act or event of bankruptcy
with respect to one of the other Parties;
(iii) If, on an annual basis, at least 20% of the Users listed in
the Trials Volunteer Questionnaire Database do not complete
the Trials Volunteer Questionnaire as a result of viewing such
page from a hyperlink on the CW Site, then AD shall have the
right to terminate this Agreement with 30 days prior written
notice;
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(iv) If AD ceases to be a tenant or an AOL property, then CW shall
have the right to terminate this Agreement with 30 days prior
written notice; or
(v) If CW fails to receive in excess of $[***] of fees pursuant
to the terms of the Section 4.1 and an additional $[***] of
fees pursuant to the terms of Section 4.2 by the first
anniversary of the date of this Agreement (including those
fees that AD is obligated to pay CW pursuant to Section 4.2 in
the quarter following the end of such 12 month period), then
either Party may terminate this Agreement with 30 days prior
written notice to the other Party. On the first anniversary of
this Agreement, AD may elect, at its option, to pay CW the
difference between $[***] and the amount of fees actually
paid to CW pursuant to Section 4.2 during such period. If AD
elects to exercise its right pursuant to the preceding
sentence, then CW shall not be allowed to terminate this
Agreement pursuant to this Section 8.3(v).
8.4 Post Termination. In the event that this Agreement is terminated for
any reason whatsoever, AD shall retain all rights to the User
information obtained pursuant to Section 1.1 and CW hereby grants AD a
fully paid license to the Trials Volunteer Questionnaire Database for a
period of 6 months after the date of such termination and AD shall
cease to use such information after such 6 month period.
Article IX
NOTICES
Any notice, demand, request, statement, or other writing required or permitted
by this Agreement shall be deemed to have been sufficiently provided when
personally delivered, sent by telecopy transmission, or dispatched by air
courier, addressed as follows:
To AD: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, Chief Executive Officer
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇(p)
(▇▇▇) ▇▇▇-▇▇▇▇(f)
To CW: CenterWatch, Inc.
Attention: ▇▇▇ ▇▇▇▇, President
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
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Article X
APPLICABLE LAW; JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware, United States of America, regardless of its place of
negotiation, execution, or performance and regardless of any principles of
conflict of laws or choice of law which would require the application of the
laws of another jurisdiction. Any legal action or proceeding relating to this
Agreement shall be initiated in any state or federal court in the State of
Delaware. The parties agree to submit to the jurisdiction of, and agree that
venue is proper in, the aforesaid courts in any such legal action or proceeding.
Article XI
INTENTIONALLY OMITTED
Article XII
MISCELLANEOUS
12.1 Successors. Except as otherwise provided in this Agreement, every
covenant, term, and provision of this Agreement shall be binding upon
and inure to the benefit of the Parties and their respective legal
representatives, and successors, permitted transferees, and permitted
assignees.
12.2 Third Party Beneficiaries. This Agreement is for the sole benefit of
the Parties and their permitted assignees and nothing herein expressed
or implied shall give or be construed to give to any Person, other than
the Parties and such assignees, any legal or equitable rights
hereunder.
12.3 Assurances. Each Party agrees to perform all further acts and to
execute, acknowledge, and deliver any documents which may be reasonably
necessary, appropriate, or desirable to carry out the provisions of
this Agreement.
12.4 Counterparts.. This Agreement may be executed in several counterparts,
each of which shall be an original, and such counterparts shall
together constitute but one and the same instrument.
12.5 Assignment. No Party shall assign or delegate this Agreement or any of
its rights or obligations hereunder, other than to an Affiliate
thereof, without the prior written consent of the other Party.
12.6 Unenforceable Terms. If any term, provision, covenant, or condition of
this Agreement is held invalid or unenforceable for any reason, the
remainder of the provisions shall continue in full force and effect as
if this Agreement had been executed with the invalid portion thereof
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eliminated. Furthermore, upon the request of any Party, the Parties
shall add, in lieu of such invalid or unenforceable provisions,
provisions as similar in terms to such invalid or unenforceable
provisions as may be possible and legal, valid and enforceable.
12.7 Interpretation. Where the context requires, words in the singular shall
be construed as including the plural and words in the plural shall be
construed as including the singular.
12.8 Headings. Headings are intended only for reference purposes and shall
not be used to construe or limit any provision of this Agreement.
12.9 Entire Agreement. This Agreement constitutes the entire understanding
of and agreement between the Parties and supersedes all prior
representations, understandings, and agreements between the Parties and
their Affiliates with respect to the subject matter hereof.
12.10 Amendments. This Agreement shall be subject at any time to amendment
upon the agreement of the Parties. Such amendments shall be in writing,
shall identify the provisions of this Agreement that are to be amended,
and shall be signed by the Parties.
Article XIII
DEFINITIONS
In this Agreement, the following terms shall have the meanings set forth below:
(i) "Affiliate" means, with respect to any specified Person, (i)
any other Person which owns (directly or indirectly)
individually or as part of a group (as this term is defined
under the Securities Exchange Act of 1934) greater than 50% of
Person of whom greater than 50% of the voting stock or other
capital interest is owned by (directly or indirectly),
individually or as part of a group (as this term is defined
under the Securities Exchange Act of 1934) by such specified
Person.
(ii) "Person" means an individual, partnership, company,
corporation or other legal entity, as the context requires.
(iii) "User" shall mean any Person that views the AD Site or the CW
Site.
Article XIV
CONFIDENTIALITY
14.1 Generally. Each of the Parties agrees not to disclose, and cause each
Party's officers, directors, employees, agents and Affiliates not to
disclose, any terms of the transactions which are the subject of this
Agreement (the "Proposed Transactions"), or to make any public
statement regarding the Proposed Transactions; provided, however, that
the Parties may
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prepare mutually agreed to statements concerning the Proposed
Transactions and either Party may make those disclosures required by
applicable law.
14.2 Confidentially Agreements. CW and AD shall conclude a confidentiality
agreement in a form satisfactory to both Parties.
SIGNATURES FOLLOW ON NEXT PAGE
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly-authorized representatives as of the date first above
written.
CenterWatch, Inc.: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.:
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D.
----------------------- ----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D.
Title: PRESIDENT AND CEO Title: PRESIDENT AND CEO
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EXHIBIT A.1
---------------------------------------------------------------------------------------
Amount of fees that AD will pay to CW Amount of fees collected by AD, as
(expressed as a percentage of fees described in Section 4.2
collected by AD)
---------------------------------------------------------------------------------------
[***]% less than or equal to $[***] per year
---------------------------------------------------------------------------------------
[***]% greater than $[***] per year
---------------------------------------------------------------------------------------
EXHIBIT A.2
Fee sharing schedule for Users that complete the Trials Volunteer
Questionnaire from a hyperlink on the CW Site
---------------------------------------------------------------------------------------
Amount of fees that AD will pay to CW Amount of fees collected by AD, as
(expressed as a percentage of fees described in Section 4.2
collected by AD)
---------------------------------------------------------------------------------------
[***]% less than or equal to $[***] per year
---------------------------------------------------------------------------------------
[***]% greater than $[***] per year
---------------------------------------------------------------------------------------
Fee sharing schedule for Users that complete the Trials Volunteer
Questionnaire from a hyperlink on the AD Site
---------------------------------------------------------------------------------------
Amount of fees that AD will pay to CW Amount of fees collected by AD, as
(expressed as a percentage of fees described in Section 4.2
collected by AD)
---------------------------------------------------------------------------------------
[***]% less than or equal to $[***] per year
---------------------------------------------------------------------------------------
[***]% greater than $[***] per year
---------------------------------------------------------------------------------------
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EXHIBIT B
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