PCRX - 9.30.2013 - EX10.1






CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS EXHIBIT.  THE REDACTIONS ARE INDICATED WITH “[**]”.  A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.
LEGAL28169991.1 
Exhibit 10.1
FIRST AMENDMENT TO
COMMERCIAL OUTSOURCING SERVICES AGREEMENT
This First Amendment to the Commercial Outsourcing Services Agreement (this “Amendment”) is between Integrated Commercialization Solutions, Inc. (“ICS”) and Pacira Pharmaceuticals, Inc. (the “Company”). This Amendment is effective as of August 1, 2013 (the “Amendment Effective Date”).
RECITALS
		
	A.
	ICS and the Company are parties to a Commercial Outsourcing Services Agreement dated August 25, 2011 (the “Agreement”);


		
	B.
	Pursuant to the Agreement, among other things, the Company engaged ICS to perform commercialization services for certain pharmaceutical products; and


		
	C.
	The parties now wish to amend the Agreement in certain respects.


AMENDMENT
NOW THEREFORE, the parties agree as follows:
		
	1.
	Defined Terms.  Capitalized terms in this Amendment that are not defined in this Amendment have the meanings given to them in the Agreement. If there is any conflict between the Agreement and any provision of this Amendment, this Amendment will control.


		
	2.
	Schedule B.  The parties agree that Schedule B to the Agreement is hereby deleted in its entirety and replaced with the attached Revised Schedule B.


		
	3.
	No Other Changes.  Except as otherwise provided in this Amendment, the terms and conditions of the Agreement will continue in full force.


IN WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment Effective Date.
Integrated Commercialization Solutions, Inc.        Pacira Pharmaceuticals, Inc.
By:/s/ Stephen McKinnon                    By: /s/ Lauren Riker            
Name: Stephen  McKinnon                Name:     Lauren Riker            
Title: SVP, GM                        Title:  Executive Director            


SCHEDULE B
ICS 3PL SCHEDULE OF FEES
	
			
	Fee
	Amount
	Description

	Monthly Management Fee

	Customer Service
Warehouse & Distribution
Returns Management
Finance
Information Technology & Reporting
Chargeback Management
Sample Management
Marketing Material Management
	$[**]
	 [**]

	Customer Service Fees

	Order Processing Fee
	$[**]


$[**]
	[**]


[**]













	
			
	Customer Setup Fee
	$[**]
	[**]

	Account Maintenance/ License Updates
	$[**]
	[**]

	Allocation Fee
	$[**]
	[**]

	Rush Order
	$[**]
	[**]

	Emergency Order
	$[**]
	[**]

	International Order
	$[**]
	[**]

	Warehouse & Distribution Fees

	Product Storage
	$[**]
	[**]

	Trade Order Processing Fees
	$[**]
$[**]
$[**]
$[**]
+
$[**]
$[**]
$[**]
	[**]
 
[**]




[**]

	Receiving Fee
	$[**]
	[**]

	Shipping Fee
	$[**]
	[**]

	Bulk Shipments
	$[**]
	[**]

	Packing Supplies
	[**]
	[**]

	Freight
	[**]
	[**]

	Finance

	Invoice Processing
	$[**]
	[**]

	Credit Verification Reports
- Dun & Bradstreet
	$[**]
	[**]

	Credit Verifications Reports 
- Experian
	$[**]
	[**]

	Returns Management

	RGA Initiation
	$[**]
+
$[**]
	[**]




[**]

	Return Processing
	$[**]
	[**]

	Partial Returns Processing
	$[**]
	[**]

	Returns Storage
	$[**]
	[**]

	Contract and Chargeback Management

	Chargeback Processing-
Manual
	$[**]
	[**]

	Chargeback Processing-Electronic
	$[**]
	[**]

	Membership Additions
	$[**]
	[**]

	Contract Setup
	$[**]
	[**]

	Contract Updates
	$[**]
	[**]

	Information Technology and Reporting

	852/867: ABC,CAH, MCK
	$[**]
	[**]

	Custom Reports
	$[**]
	[**]













	
			
	Custom Development Services
	$[**]
	[**]

	Additional Fees

	Product Destruction
	[**]
	[**]

	Telecom
	[**]
	[**]

	FedEx/UPS/Postage Expenses
	[**]
	[**]

	Pre-Approved Assessorial Labor Charge-Warehouse
	$[**]
	[**]

	Pre-Approved Assessorial Labor Charge-Office Staff
	$[**]
	[**]

	Pre-Approved Assessorial  Labor Charge-QC,  Management
	$[**]
	[**]

	ICS Travel
	[**]
	[**]