Exhibit 10.19


Certain portions of this
Exhibit have been omitted pursuant to a request for confidentiality. Such
omitted portions, which are marked with brackets [   ] and an asterisk*, have been separately filed with the Commission.


 


WORKPLAN FOR DETAILING SERVICES


 


This
Workplan for Detailing Services (“Workplan”) is dated as of September 19, 2003
(“Effective Date”) by and between Cardinal Health PTS, Inc. (“Cardinal Health”)
with a place of business at 7000 Cardinal Place, Dublin, Ohio, and Acorda
Therapeutics, Inc. (“Acorda”), having a principal place of business at 15
Skyline Drive, Hawthorne, New York 10532.


 


Background
Information


 


Cardinal
Health and Acorda are parties to the RxPedite Acorda Marketing Services
Agreement dated September 19, 2003 (“RxPedite Agreement”).  Cardinal Health provides a number of
marketing related services to Acorda pursuant to the terms of the RxPedite
Agreement as set forth in specific Workplans agreed to by the parties.  The parties desire to set forth the terms
and conditions upon which Cardinal Health will provide Representatives to
Detail certain products for Acorda as provided herein and in the RxPedite
Agreement.  This Workplan is subject to
the terms and conditions of the RxPedite Agreement and is incorporated by reference
therein.  In the event of a conflict
between the terms of the RxPedite Agreement and this Workplan, the RxPedite
Agreement shall control.


 


ARTICLE I


DEFINITIONS


 


1.1.                              Definitions. 
Initially capitalized terms used in this Workplan that are not otherwise
defined in this Article 1 or elsewhere in this Workplan shall have the meanings
as such terms are defined in the RxPedite Agreement.


 


(a)                                  “Act” means the Federal Food, Drug and
Cosmetic Act, as amended, and the regulations promulgated thereunder from time
to time.


 


(b)                                 “Agency” means any governmental regulatory
authority in the Territory responsible for granting approvals for the sale or
maintaining regulatory oversight of the Products, including, without
limitation, the FDA.


 


(c)                                  “Cardinal Health Employee” means
individually, any Representative, Manager, National Account Manager, National
Sales Director, or Medical Science Liaison, and “Cardinal Health Employees”
means, collectively, all of the foregoing.


 


(d)                                 “FDA” means the United States Food and Drug
Administration and any successor agency having substantially the same
functions.


 


(e)                                  “Detail” means an interactive, face-to-face
visit by a Representative with a Target Customer or his or her legally
empowered designee in the Territory, during which the FDA-approved indicated
uses, safety, effectiveness, contraindications, side effects, warnings and
other relevant characteristics of one of the Products are described by the
Representative in a fair and balanced manner consistent with the requirements
of the Act, and using, as necessary or


 


1

















 


desirable, the Product Labeling and the
Product Promotional Materials.   When
used as a verb, “Detail” or “Detailing” shall mean to engage in a Detail as
defined in this Section 1.1(e).


 


(f)                                    “Manager” means an individual hired by and
retained as an employee of Cardinal Health to supervise activities of
Representatives under this Workplan, including district sales managers,
regional sales directors, a National Sales Director, and a Project Manager.


 


(g)                                 “Medical Science Liaison” means an individual
hired by Cardinal Health to educate target physicians on current trends
relating to the Product, its approved indications, and other functions agreed
to by the parties.


 


(h)                                 “MSL Commencement Date” means the date upon
which Acorda delivers a written request to Cardinal Health for the recruitment
and hiring of the Medical Science Liaisons as provided in Section 2.4.


 


(i)                                     “NAM Commencement Date” means the date upon
which Acorda delivers a written request to Cardinal Health for the recruitment
and hiring of the National Account Managers as provided in Section 2.3.


 


(j)                                     “National Account Manager” means an
individual hired by Cardinal Health to manage national sales accounts for Products,
including without limitation, accounts with wholesalers, managed care
institutions, etc.


 


(k)                                  “National Sales Director” means an individual
hired by Cardinal Health to supervise activities of Representatives, National
Account Managers and Medical Science Liaisons under this Workplan and other
functions agreed to by the parties.


 


(l)                                     “PDMA” means the Prescription Drug Marketing
Act of 1987, as amended, and the regulations promulgated thereunder from time
to time.


 


(m)                               “Product Labeling” means all labels and other
written, printed, or graphic matter provided by the Acorda relating directly to
Product labeling, including (i) any container or wrapper utilized with a
Product, or (ii) any written material accompanying a Product, including,
without limitation, Product package inserts.


 


(n)                                 “Product Promotional Materials” means all
written, printed or graphic material provided by Acorda to Cardinal Health,
including Product Labeling, intended for use by Representatives during a
Detail, including visual aids, file cards, premium items, clinical studies,
reprints, drug information updates and any other promotional support items that
Acorda deems necessary or appropriate to conduct the Program.  Product Promotional Materials shall include
FDA approved material provided by Acorda relating to indicated uses, safety,
effectiveness, contraindications, side effects, warnings and other relevant
characteristics of each of the Products.


 


(o)                                 “Products” means the pharmaceutical products
to be detailed by Representatives and marketed by Acorda as set forth on
attached Schedule 1.1(o), as such


 


2

















 


Certain portions of this Exhibit have been omitted pursuant to a
request for confidentiality. Such omitted portions, which are marked with
brackets [   ] and an asterisk*, have
been separately filed with the Commission.


 


schedule may be amended to include other
Acorda products by mutual agreement between the parties.


 


(p)                                 “Program” means the program of Detailing the
Products in the Territory  to be
conducted by the Representatives pursuant to this Workplan and the RxPedite
Agreement during the Term of this Workplan, as defined in  Section 10.1.


 


(q)                                 “Program Launch” means the first Monday
following the completion of the Training Program (as defined in Section 3.1) by
at least [***] of the
Representatives.


 


(r)                                    “Representative” means an individual hired by
and retained as an employee of Cardinal Health to conduct Detailing of Products
in connection with the Program.  As
sometimes used in this Workplan, “Representatives” shall also include
“Managers.”


 


(s)                                  “Representative Commencement Date” shall mean
the date upon which Acorda delivers a written request to Cardinal Health for
the recruitment and hiring of the Representatives as provided in Section 2.1.


 


(t)                                    “Target” or “Target Customer” means a
physician or other specialist identified by Acorda.


 


(u)                                 “Territory” means the geographical area
specified in the attached Schedule 
1.1(t).


 


 


ARTICLE II


GENERAL SCOPE OF ACTIVITIES


 


2.1                                 Furnishing Representatives.  Upon
receipt of a written request from Acorda, Cardinal Health shall commence the
recruitment and hiring of at least [***] Representatives within a timeframe to be mutually agreed upon by the
parties.  Cardinal Health shall assign
Representatives for such Target Customers, in such numbers, and in such
Territories as shall be designated by Acorda during the Term of this
Workplan.  Each Representative shall
Detail his or her assigned Target Customers based on the general direction
given by Acorda’s designated management team and as mutually agreed to by
Cardinal Health, such agreement not to be unreasonably withheld.  Except as otherwise provided in Section 2.5,
the duties of such Representatives shall be exclusively to Detail the Products
and perform other related activities deemed necessary for the establishment and
maintenance of new and existing customers of the Products in the Territory.


 


2.2                                 Furnishing Managers and National Sales
Director.  Upon receipt of a written request from
Acorda authorizing the recruitment of the Representatives, Cardinal Health
shall commence the recruitment and hiring of [***] Managers and [***] National Sales Director to supervise the
activities of Representatives, National Account Managers and Medical Science
Liaisons and to perform this Workplan.


 


3

















 


Certain portions of this Exhibit have been omitted pursuant to a
request for confidentiality. Such omitted portions, which are marked with
brackets [   ] and an asterisk*, have
been separately filed with the Commission.


 


2.3                                 Furnishing National Account Managers. 
Upon receipt of a written request from Acorda, Cardinal Health shall
commence the recruitment and hiring of [***] National Account Managers within a timeframe to be mutually agreed
upon by the parties and to perform the functions described on Schedule 2.3.


 


2.4                                 Furnishing Medical Science Liaisons. 
Upon receipt of a written request from Acorda, Cardinal Health shall
commence the recruitment and hiring of [***] Medical Science Liaisons within a timeframe to be mutually agreed upon
by the parties and to perform the functions described on Schedule 2.4.


 


2.5.                              Sales Force Syndication. 
During the Term, the primary activity of the Cardinal Health Employees
will be the marketing and promotion of the Product in the Territory, provided,
however, that Cardinal Health will have the right to propose to Acorda
syndication of any additional capacity of the Representatives to other products
from third party healthcare companies.  Upon Acorda’s acceptance of such proposal, the parties will
negotiate in good faith a decrease in the Service Fees to reflect such
syndication by Cardinal Health. 
Cardinal Health may not syndicate such additional sales force capacity
absent written approval of the proposal by Acorda, including approval of the
negotiated adjustment in the Service Fees. 
Acorda will consider any such proposed syndication in good faith, taking
into account the type of product, target audience and level of sales effort for
such product.


 


2.6                                 Scope of Activities.  The
parties shall perform the following activities as applicable to each in
connection with the Program:


 


(a)                                  Cardinal Health will recruit, interview and
hire as its employees the Cardinal Health Employees.  Cardinal Health will use its best efforts to ensure that Cardinal
Health Employees have prior experience and training in the pharmaceutical
industry or other health care-related fields or such other experience deemed
mutually acceptable by Acorda and Cardinal Health.  Cardinal Health shall use its best efforts to ensure that the
Cardinal Health Employees have satisfactory references from prior employers.
Cardinal Health shall have the sole authority to reject any applicant for
employment as a Cardinal Health Employee. Acorda may, at its sole cost and
expense, participate with Cardinal Health in the interviewing of Cardinal
Health Employees.  If Cardinal Health
rejects an applicant and thereafter hires such applicant at the request of
Acorda, Acorda shall indemnify and hold Cardinal Health harmless from any Claim
(as defined in the RxPedite Agreement) arising as a result of such Cardinal
Health Employee’s wrongful or negligent acts or omissions.


 


(b)                                 Cardinal Health shall have sole and exclusive
authority to discipline or terminate the employment of the Cardinal Health
Employees.  Acorda may reasonably
request that a Cardinal Health Employee be terminated or reassigned if such
Cardinal Health Employee’s activities or conduct are not adequately (i)
achieving the performance goals of the Product, or (ii) complying with Acorda
requirements for Detailing the Product. 
Cardinal Health shall use its best efforts to comply with such request;
provided that such action complies with applicable laws and is in accordance
with Cardinal Health’s policies and procedures, as determined by Cardinal
Health’s human resources manager.  In
the event Cardinal Health determines that its policies and procedures or
applicable laws prohibit the termination or reassignment of any Cardinal Health


 


4

















 


Employee so requested by Acorda, it shall
notify Acorda of such determination and submit a corrective action plan for
Acorda’s approval.  In any event, if a
Cardinal Health Employee fails to comply with all applicable laws and
regulations, or breaches Cardinal Health’s obligations under the RxPedite
Agreement or this Workplan, then the parties shall take the actions set forth
in Section 2.8..


 


(c)                                  Cardinal Health shall cause each Cardinal
Health Employee to attend and successfully complete the Training Program (as
defined in Section 3.1) conducted by Acorda for each of the Products prior to
participating in the Program.  Any
Cardinal Health Employee who does not successfully complete all requirements of
the Training Program shall be removed and replaced by another Cardinal Health
Employee who shall comply with such requirements.


 


(d)                                 Cardinal Health’s Managers shall periodically
accompany Representatives on Details, conduct field evaluations of the
Representatives and the Program, including time supervision, territory
management, and reporting, and be available to review such evaluations with the
Acorda’s coordinator of the Program.  At
Acorda’s request, Cardinal Health shall permit Acorda or its designated representative
to review Cardinal Health’s evaluations relating to the foregoing and to
accompany the Representatives on such Details.


 


(e)                                  Acorda shall provide Cardinal Health without
cost with sufficient quantities of the Product Promotional Materials and
Product Labeling for the performance and supervision of Detailing.  Acorda shall be solely responsible for the
preparation, content, and method of distribution of the Product Promotional
Materials and the Product Labeling.  In
connection with the Detailing of the Products, the Cardinal Health Employees
shall use only the Product Labeling and the Product Promotional Materials
provided by Acorda; and under no circumstances shall Cardinal Health or the
Cardinal Health Employees develop, create, or use any other promotional
material or literature for the Detailing of the Products.  Representatives and National Account
Managers shall limit their verbal statements and claims regarding the Products,
including efficacy and safety, to those that are consistent with the Product
Labeling and the Product Promotional Materials, and Cardinal Health shall
require that Representatives and National Account Managers so limit their
statements and claims.  Acorda shall
advise Cardinal Health immediately of any inaccuracy or incompleteness of the
Product Promotional Materials or the Product Labeling, and upon such notice
Cardinal Health and the Cardinal Health Employees shall immediately cease the
use of any portion or all of the Product Promotional Materials or Product
Labeling so identified by Acorda.


 


(f)                                    The Representatives and National Account
Managers shall not add, delete, or modify claims of efficacy or safety in the
Detailing of the Products, nor make any changes (including underlining or
otherwise highlighting any language or adding any notes thereto) in the Product
Promotional Materials.


 


(g)                                 The Cardinal Health Employees shall not make
any disparaging, untrue, or misleading statements about any of Acorda or its
Affiliates, employees, competitors, or competing products.


 


5

















 


(h)                                 Representatives and National Account Managers
shall Detail the Products in strict adherence to all applicable laws,
regulations, and professional requirements, including, but not limited to, the
Act, the Medicare and Medicaid Anti-Kickback Statute, and the American Medical
Association Gifts to Physicians from Industry Guidelines.


 


(i)                                     The Cardinal Health Employees shall remain
under the direct authority and control of Cardinal Health, but shall cooperate
with the members of Acorda and shall receive advice and direction related to
Detail activities on the Products from Acorda and Cardinal Health
mutually.  Acorda shall make all
decisions with respect to the overall strategy in connection with the Detailing
of the Products in accordance with applicable laws and Cardinal Health
Employees shall comply with such decisions.  
Any Acorda personnel interacting with Cardinal Health Employees shall
not discipline the Cardinal Health Employees or implement terms or conditions
of employment or personnel policies and/or practices with respect to the
Cardinal Health Employees or otherwise control the daily activities of the
Cardinal Health Employees.  Acorda shall
provide Cardinal Health with copies of all reports, memoranda, audits and other
data it develops pertaining to (i) the Cardinal Health Employees, Detailing,
and the Program within fifteen (15) days of the preparation of such documents,
and (ii) any negligent or wrongful acts or omissions of the Cardinal Health
Employees as promptly as practicable.


 


(j)                                     Cardinal Health shall supply Representatives,
National Account Managers and Medical Science Liaisons with fleet vehicles for
their use in performing and supervising the Detailing.  Acorda shall reimburse Cardinal Health for
all reasonable out-of-pocket costs and expenses (i.e., airline tickets and other travel expenses, hotel,
rent-a-car, fuel, business meals, travel meals, etc.) of the Cardinal Health
Employees to the extent directly incurred in connection with performing
services pursuant to this Workplan and subject to compliance with a budget to
be mutually agreed upon by Acorda and Cardinal Health for the costs and
expenses referenced in this subparagraph for each Territory.  Cardinal Health shall obtain prior approval
for any such costs or expenses that exceed the budget.


 


(k)                                  Acorda shall provide Cardinal Health with a
list of Target Customers in the Territory and with data on prescriptions and
sales in the Territory for Cardinal Health’s use in performing this
Workplan.  Acorda shall also provide
Cardinal Health with such other sales and marketing information concerning the
Products that is obtained or prepared during the Term of this Workplan.


 


2.7.                              Orders for Products. 
Acorda shall be solely responsible for establishing the terms and
conditions of the sale of the Products, including without limitation, the price
at which the Products will be sold, whether sales of the Products will be
subject to any discounts, the method of distribution of the Products, and
whether any credit will be granted or refused in connection with the sale or
return of any Product.  Acorda shall be
exclusively responsible for accepting and filling all purchase orders for the
Products, billing and returns for the Products, and all other activities in
connection with the sale and delivery of the Products, other than
Detailing.  If any Cardinal Health
Employee receives an order for the Products, he/she shall immediately transmit
such order to Acorda for further handling and communications with the submitter
of the order, including acceptance or rejection, which shall be in Acorda’s
sole discretion.


 


6

















 


2.8                                 Wrongful Acts and Omissions. 
Each party shall notify the other 
in writing as promptly as practicable of any such material alleged
negligent or wrongful acts or omissions on the part of any Cardinal Health
Employee of which it becomes aware along with a plan to remedy such acts or
omissions, and Acorda shall provide Cardinal Health with a reasonable
opportunity to remedy such acts or omissions, and if indicated, to replace the
involved Cardinal Health Employee(s). 
Cardinal Health shall be responsible for all such acts or omissions
except that Acorda shall be responsible for any such acts undertaken by any
Cardinal Health Employee pursuant to the express direction, and under the
direct control or supervision, of Acorda or its employees.


 


2.9.                              Vacancies/Turnover.  In
the event of a vacancy in any Cardinal Health Employee position due to resignation,
reassignment or termination of a Representative, Cardinal Health shall use its
best efforts to fill any such vacancy within a nine (9) week period.  Acorda shall be responsible for paying the
Service Fee (as defined in Section 6.1 below) during such vacancy, unless such
vacancy exceeds the nine (9) week period, in which event, the associated
Service Fee for vacancy of such Representative, National Account Manager, or
Medical Science Liaison shall be suspended after the nine (9) week period and
shall resume once the vacancy is filled by Cardinal Health.  All recruiting and other related expenses
for filling a vacancy shall be borne by Cardinal Health; provided, however,
that Acorda shall be responsible for all recruiting and other related expenses
for filling any vacancy occurring pursuant to Acorda’s request for reassignment
or termination other than a request pursuant to Section 2.8, or resulting from
a Cardinal Health Employee’s failure to comply with any one or more of the
provisions of Section 2.6.  In addition,
if Acorda desires to interview any candidates, Acorda shall bear its own cost
of attending any final interview conducted by Cardinal Health or the costs of
any separate interview arranged for by Acorda.


 


2.10.                        Management Reports. 
Cardinal Health shall provide Acorda with monthly reports in the form
set forth in Schedule 2.10 within fifteen (15) days after the end of each
month.  At the request of Acorda,
Cardinal Health shall furnish Acorda at reasonable times such documentation as
Acorda reasonably requests for purposes of verifying the accuracy of any
monthly report.


 


2.11.                        Project Manager. 
Cardinal Health shall appoint a Project Manager to serve as a liaison
between Cardinal Health, Representatives and Acorda regarding the performance by
Cardinal Health and Acorda of their respective obligations under this Workplan.


 


ARTICLE
III


TRAINING


 


3.1.                              Training Programs.


 


(a)                                  Acorda shall conduct a training program (of
approximately five (5) days duration) for the Cardinal Health Employees prior to
the  commencement of the Program, which
shall include such medical and technical information about the Products and
such sales training as Acorda, along with Cardinal Health, deems necessary and
appropriate (the “Training


 


7

















 


Program”). 
The Training Program shall also include instruction on compliance with
applicable laws.  Cardinal Health shall
assist Acorda with the Training Program only to the extent requested by Acorda.


 


(b)                                 In order to qualify for assignment in a
Territory, a Representative must demonstrate thorough knowledge of the Products
by passing Acorda approved Product tests at a level of proficiency agreed upon
by Acorda and Cardinal Health.


 


3.2.                              Training Materials.    With the advice and assistance
of Acorda, Cardinal Health shall prepare written training materials for the
Training Program and an up-to-date programmed learning unit for the Products,
to be sent to each Cardinal Health Employee for “at home” study a minimum of
five (5) days prior to the commencement of the Training Program.  Acorda shall provide Cardinal Health with
clinical and other information about the Products in order to prepare such
written training materials and programmed learning unit.


 


3.3.                              Acorda Assistance.   During the Term of this
Workplan, Acorda shall make available to Cardinal Health, free of charge, a
reasonable number of, and for a reasonable amount of time, Acorda’s sales
training and marketing personnel to assist Cardinal Health with respect to the
Training Program and additional orientation and ongoing training for the
Cardinal Health Employees.


 


ARTICLE IV


SAMPLES


 


4.1.                              Provision of Samples. 
Acorda shall provide samples of the Products to the Cardinal Health
Employees at Acorda’s option and at its expense.  Acorda shall determine the quantity and types of samples to be
provided to the Cardinal Health Employees and the method of distribution of the
samples.   In the event Acorda elects to
have Cardinal Health manage the storage and distribution of samples, Cardinal
Health shall pass on to Acorda the actual invoice costs for storage,
distribution and other related costs 
and use prudent business sense in costs incurred.  All samples shall be stored and handled by
Acorda and Cardinal Health in compliance with the PDMA and applicable law.


 


4.2                                 Sample Accountability. 
Cardinal Health shall prepare and provide to Acorda for approval a
sample accountability program applicable to the samples provided by Acorda.


 


4.3.                              Return of Samples. 
Within thirty (30) days following the termination or expiration of this
Workplan or within thirty (30) days from the termination or removal from the
Program of a Cardinal Health Employee (unless such Cardinal Health Employee has
been hired or retained by Acorda), Cardinal Health shall cause the Cardinal
Health Employee to return to Acorda all unused Product samples provided to
Cardinal Health or the Cardinal Health Employee by Acorda.  Acorda shall pay or reimburse Cardinal
Health for all costs and expenses in connection with the storage and shipment
of returned samples.


 


8

















 


ARTICLE V


COMMUNICATIONS; MONITORING THE PROGRAM


 


5.1.                              Communications from Third Parties. 
Cardinal Health and the Cardinal Health Employees shall use their best
efforts to advise Acorda of all comments, statements, requests and inquiries of
the medical profession or any other third parties relating to the Products that
are not addressed by either Product Labeling or the Product Promotional
Materials, of which Cardinal Health becomes aware.  All responses to such communications to the medical profession or
such other third parties shall be handled solely by Acorda.  Cardinal Health shall provide reasonable
assistance to Acorda to the extent requested by Acorda, and at Acorda’s cost
and expense, to fully respond to such communications.


 


5.2.                              Government Agencies.  All
communications with government agencies, including the FDA, concerning the
Products shall be the sole right and responsibility of Acorda.  Cardinal Health shall assist Acorda with
respect to such communications with government agencies to the extent requested
by Acorda, and at Acorda’s cost and expense, and shall not independently
communicate with government agencies except to the extent required by applicable
laws.  Cardinal Health shall use its
best efforts to provide Acorda with any documents or information reasonably
requested by Acorda for purposes of responding to any communications with
government agencies within seventy-two (72) hours of Acorda’s request.


 


5.3.                              Customer Communications.  In
addition to Detailing, Cardinal Health shall assist Acorda with respect to
customer communications (as reasonably requested by Acorda and at Acorda’s cost
and expense) within the Territory and shall regularly advise Acorda of market,
economic, regulatory and other developments of which Cardinal Health may become
aware which may affect the sale of the Products in the Territory.


 


5.4.                              Appointment of Coordinators.  The
parties shall each appoint an authorized coordinator of the Program
(“Coordinators”) between whom all communications required or desired to be
given will be sent and between whom Detailing activities will be
coordinated.  Within thirty (30) days of
signing this Workplan, each party will notify the other as to the name of its
Coordinator.  Each party may replace its
Coordinator at any time, upon notice to the other party.


 


5.5.                              Review of Results.  The
parties shall meet periodically, but at least once per calendar quarter, to
review and discuss the actual results compared to the marketing plans for
Detailing of the Products.  Acorda shall
regularly and promptly share with Cardinal Health all reports, audits and other
data it develops relative to the Program.


 


ARTICLE
VI


COMPENSATION


 


6.1.                              Amount and Time of Payment.  For
services hereunder, Acorda shall pay to Cardinal Health Fees set forth in
Schedule 6.1 of this Workplan and incorporated by reference (the “Services
Fee”), which shall be payable as set forth in the payment schedule set forth
therein.


 


9

















 


6.2.                              Early Termination Fee.  In
the event Cardinal Health terminates this Workplan pursuant to Section 14(b) or
14(c) of the RxPedite Agreement, or either party terminates this Workplan
pursuant to Section 14(d) of the RxPedite Agreement, Acorda shall pay to
Cardinal Health an early termination fee as set forth on Schedule 6.2 (the
“Early Termination Fee”).  The Early
Termination Fee has been agreed to as a reasonable estimation of reimbursement
of Cardinal Health’s expenses in preparing to perform under this Workplan and
its expectancy interest, and shall not be construed or deemed to be a penalty.


 


6.3.                              Acorda’s Termination, Removal, or Hiring of
Representatives or Managers.


 


(a)                                  Acorda acknowledges that Cardinal Health has
or will incur costs and expenses in connection with recruiting and hiring
Cardinal Health Employees.  If during
the Term of this Workplan, Acorda (i) hires or retains as its own employee or
as an independent contractor or agent any one or more of the Cardinal Health
Employees, such employment to begin after the first twelve (12) months of the
Program Launch, but prior to the end of the Initial Term, or (ii) requests
termination or removal from the Program of any Cardinal Health Employee, other
than pursuant to Section 2.8, or due to a failure of any Cardinal Health
Employee to comply with the obligations under Section 2.6,  and such Cardinal Health Employee is in
fact so terminated or removed by Cardinal Health, Acorda shall pay Cardinal
Health a fee in connection with such Cardinal Health Employee in the amounts
set forth in the attached Schedule 6.3, for each such Cardinal Health Employee
so hired, retained, terminated, or removed. Cardinal Health shall fill any
vacancy created by Acorda’s hiring of Cardinal Health Employee pursuant to this
Section as provided in Section 2.9. 
Acorda shall not have the right to hire or retain any Cardinal Health
Employee until after the first twelve (12) months of the Initial Term.


 


(b)                                 Notwithstanding Section 6.3(a) above, during
the six (6) month period immediately prior to the end of the later of the
Initial Term (if no Renewal Term is exercised) or the last exercised Renewal
Term, as applicable, Acorda shall have the right to identify those
Representatives, National Account Managers, and/or Medical Science Liaisons
Acorda desires to hire upon expiration of this Workplan (collectively, the
“Targeted Employees”) and to negotiate with any Targeted Employee concerning
the terms on which Acorda might hire that Targeted Employee. Acorda shall have
a period of thirty (30) days (the “Employee Selection Period”) following the
expiration of this Workplan to hire such Targeted Employees.  Cardinal Health agrees not to interfere with
the Acorda’s solicitation and hiring of the Targeted Employees prior to or
during the Employee Selection Period, and Cardinal Health will assist Acorda in
the transition of Targeted Employees from Cardinal Health to Acorda.  For a period of twelve (12) months after the
expiration of the Employee Selection Period: (a) the Acorda shall not hire or
retain as an employee or as agent or independent contractor any Cardinal Health
Employees that are not Targeted Employees or are not actually hired by Acorda
during the Employee Selection Period, and (b) Cardinal Health agrees not to
solicit for hire as an employee, agent or independent contractor any Targeted
Employee hired by Acorda during the Employee Selection Period.


 


10

















 


6.4.                              Reimbursement of Expenses.  In
addition to any expenses set forth in Section 5 of the RxPedite Agreement,
Acorda shall reimburse Cardinal Health for those expenses set forth in Schedule
6.1, including but not limited to travel expenses under Section 2.6(j).


 


6.5                                 Cardinal Health Record Keeping: Inspection by
Acorda.  Cardinal Health shall keep accurate records
in sufficient detail as to costs and expenses for which Acorda must reimburse
Cardinal Health under this Workplan. 
Upon Acorda’s reasonable request made during or within one (1) year
after the Term of this Workplan, and at Acorda’s expense, Cardinal Health shall
permit Acorda’s  designated employees or
agents to have access during ordinary business hours to records of such costs
and expenses in order to verify the accuracy of amounts reimbursed by Acorda to
Cardinal Health.  Acorda and its
designated employees or agents shall maintain in confidence all such cost and
expense records of Cardinal Health.


 


ARTICLE VII


REPRESENTATIONS, WARRANTIES AND COVENANTS 


 


7.1.                              By Cardinal Health.   Cardinal Health represents,
warrants, and covenants to Acorda, as of execution of this Workplan and during
the Term of this Workplan, as follows:


 


(a)                                  that Cardinal Health and the Cardinal Health
Employees shall perform the Detailing in a professional and timely manner; and


 


(b)                                 that Cardinal Health and the Cardinal Health
Employees shall comply with all laws, rules and regulations that apply to the
performance of services under this Workplan, including but not limited to the
PDMA, the Medicare and Medicaid Anti-Kickback Act (42 U.S.C. § 1320a-7b(a)),
the Civil False Claims Act (31 U.S.C. § 3729(a)), Sections 1128A, 1128B, and
1877 of the Social Security Act (42 U.S.C. §§ 1320a-7a, -7b, and 1395nn), the
Health Care Fraud Act (18 U.S.C. § 1347), and the Criminal False Claims Act (18
U.S.C. § 287), as amended from time to time, as well as similar applicable
state laws.


 


7.2.                              By Acorda.   Acorda represents, warrants, and covenants to
Cardinal Health, as of execution of this Workplan and during the Term of this
Workplan,  as follows:


 


(a)                                  that Acorda is under no obligation to any
third party that would prevent the execution of this Workplan or interfere with
its performance under this Workplan;


 


(b)                                 that Acorda shall comply with all laws, rules
and regulations that apply to the Products and their sale, the Program, and
this Workplan, including but not limited to the Act, the PDMA, the Medicare and
Medicaid Anti-Kickback Act (42 U.S.C. § 1320a-7b(a)), the Civil False Claims
Act (31 U.S.C. § 3729(a)), Sections 1128A, 1128B, and 1877 of the Social
Security Act (42 U.S.C. §§ 1320a-7a, -7b, and 1395nn), the Health Care Fraud
Act (18 U.S.C. § 1347), and the Criminal False Claims Act (18 U.S.C. § 287), as
amended from time to time, as well as similar applicable state laws, all to the
extent that such laws, rules and regulations apply to Acorda;


 


11

















 


(c)                                  that the Product Labeling and Product
Promotional Materials are accurate, complete, and in compliance with the Act
and all rules and regulations of the United States, including without
limitation, any rules, regulations or guidelines issued by the FDA; and


 


(d)                                 that, as of the Effective Date and to
Acorda’s knowledge, the manufacture, sale, and distribution of the products do
not infringe any patent or other proprietary rights of third parties, and the
Products have all necessary governmental approvals and may be lawfully Detailed
and sold by Acorda and the Representatives in the Territory.


 


ARTICLE VIII


ADVERSE REACTION REPORTING AND REGULATORY MATTERS


 


8.1.                              Immediate Notification.  Each
of Cardinal Health and Acorda agrees to notify the other party as soon as
reasonably practicable of any information that each may obtain or learn
concerning any Product or package complaint or any serious unexpected side
effect, injury, toxicity, or sensitivity reaction or any unexpected incidence
of severity thereof associated with the clinical uses, studies, investigations,
tests and marketing of the Products, whether or not determined to be attributable
to the Products (each, an “Event”). 
“Serious” as used in this 
Section 8.1 refers to an experience which results in death, permanent or
substantial disability, in-patient hospitalization, prolongation of existing
in-patient hospitalization, a congenital anomaly or cancer, or a result of an
overdose or life threatening condition. 
“Unexpected” as used in this 
Section 8.1 refers to (a) conditions or developments not previously
submitted to governmental Agencies or encountered during clinical studies of
the Products and not reflected in the Product Promotional Materials or the
Product Labeling, or (b) conditions or developments occurring with greater
frequency, severity, or specificity than shown by information previously
submitted to governmental Agencies or encountered during clinical studies of
the Products and not reflected in the Product Promotional Materials or the
Product Labeling.  Each party shall also
notify the other in a timely manner of any other adverse experience, i.e., any
unfavorable and unintended change in the structure (signs), function (symptoms)
or chemistry (laboratory data) of the body temporally associated with the use
of the Products, whether or not considered related thereto.  Acorda has sole and exclusive right and
authority to report any such Event to government authorities.


 


8.2.                              Threatened Agency Action. 
Cardinal Health and Acorda shall each immediately notify the other party
of any information that each may obtain or learn regarding any threatened or
pending action by an Agency which may affect the Products.  Cardinal Health shall, at the request of
Acorda and at the cost and expense of Acorda, cooperate with Acorda in
formulating a procedure for taking appropriate action in response to such
information.  Unless compelled by law,
Cardinal Health shall not respond to an Agency without the prior written
consent of Acorda.


 


8.3.                              Training.                                                Cardinal Health and Acorda shall develop
appropriate instructions in the Training Program for the Cardinal Health
Employees as to handling of information received or obtained in accordance with
Sections 8.1 and 8.2.


 


12

















 


ARTICLE IX


RETURN/RECALL


 


9.1.                              Returned Products.


 


(a)                                  Acorda shall be responsible for handling all
returned Products, including shipment and compensation or credit for the
returned Products.  Any Products
inadvertently returned to Cardinal Health shall be shipped to Acorda or another
destination at Acorda’s direction, in compliance with Acorda’s returned goods
policy, and Cardinal Health shall advise the customer who made the return that
the Products have been returned to Acorda. 
Acorda shall reimburse Cardinal Health’s shipping and other costs in
connection with the handling of such returned Products within thirty (30) days
of delivery to Acorda of Cardinal Health’s statement for such costs.  Upon request Cardinal Health shall provide
Acorda with documentation relating to such costs.


 


(b)                                 At Acorda’s request, Cardinal Health shall
assist Acorda in obtaining and receiving any Products that have been recalled,
and any costs incurred by Cardinal Health with respect to participating in any
such recall shall be reimbursed by Acorda within thirty (30) days of delivery
to Acorda of Cardinal Health’s statement for such costs.


 


ARTICLE X


TERM AND TERMINATION


 


10.1.                        Term.  This Workplan shall take
effect on the date on which both parties execute this Workplan and shall
continue for a period of twenty-four (24) months after the Program Launch (the
“Initial Term”), unless terminated earlier as set forth herein.  Notwithstanding the foregoing, Acorda may,
at its option upon written notice to Cardinal Health at least one hundred
twenty (120) days prior to the expiration of the Initial Term, and with the
written consent of Cardinal Health, extend the Initial Term for one additional
year (the “Renewal Term”).  If Acorda
desires to extend the Initial Term, the parties shall negotiate in good faith
the provisions of Section 6.1 regarding Service Fees.  For purposes of this Workplan, “Term” shall include both the
Initial Term and the Renewal Term, if applicable.


 


10.2                           Termination Due To Delay in Product Launch.  If
the Product is not approved by the FDA by October 31, 2006, either party may
terminate this Workplan upon sixty (60) days written notice to the other.


 


10.3                           Termination Due To Regulatory And Other
Problems.  If the Product is not being marketed due to
regulatory problems, court or administrative proceedings, product liability
claims, recalls, raw materials shortages, or similar factors beyond the control
of Acorda, then, either party may terminate this Workplan upon thirty (30) days
written notice to the other.


 


13

















 


ARTICLE XI


INDEMNIFICATION


 


11.1                           Additional Indemnification Obligations.  In
addition to those indemnification obligations set forth in Section 11 of the
RxPedite Agreement, the parties agree, that solely with respect to the services
provided under this Workplan, the parties shall each have additional
indemnification obligations as set forth in this Article XI.  For purposes of this Article 12, the terms
“Claim”, “Client Group”, and “Cardinal Health Group” shall have the meanings
set forth in the RxPedite Agreement.


 


11.2.                        Indemnification by Cardinal Health.  In
addition to those Claims for which Cardinal Health is obligated to indemnify,
defend and hold the Client Group harmless under the RxPedite Agreement,
Cardinal Health shall also be obligated to indemnify, defend and hold the
Client Group from Claims made, brought or threatened by third parties and based
upon or resulting from (a) Cardinal Health’s or Cardinal Health Employee’s
violation of or failure to comply with all applicable laws relating to the
promotion, distribution and sale of the Products, including but not limited to
the Act, the PDMA, the Medicare and Medicaid Anti-Kickback Act (42 U.S.C. §
1320a-7b(a)), the Civil False Claims Act (31 U.S.C. § 3729(a)), Sections 1128A,
1128B, and 1877 of the Social Security Act (42 U.S.C. §§ 1320a-7a, -7b, and
1395nn), the Health Care Fraud Act (18 U.S.C. § 1347), and the Criminal False
Claims Act (18 U.S.C. § 287), as amended from time to time, as well as similar
applicable state laws, and (b) a breach of this Workplan.


 


11.3.                        Indemnification by Acorda.  In
addition to those Claims for which Acorda is obligated to indemnify, defend and
hold the Cardinal Health Group harmless under the RxPedite Agreement, Acorda
shall also be obligated to indemnify, defend and hold the Cardinal Health Group
from Claims made, brought or threatened by third parties and based upon or
resulting from (a) Acorda’s violation of or failure to comply with all
applicable laws relating to the manufacture, sale, distribution, possession and
use of the Product, the Program and this Workplan, including but not limited to
the Act, the PDMA, the Medicare and Medicaid Anti-Kickback Act (42 U.S.C. §
1320a-7b(a)), the Civil False Claims Act (31 U.S.C. § 3729(a)), Sections 1128A,
1128B, and 1877 of the Social Security Act (42 U.S.C. §§ 1320a-7a, -7b, and
1395nn), the Health Care Fraud Act (18 U.S.C. § 1347), and the Criminal False
Claims Act (18 U.S.C. § 287), as amended from time to time, as well as similar
applicable state laws; (b) Detailing of the Products, except to the extent such
Damages arise from a negligent or wrongful act or omission of Cardinal Health;
(c) the accuracy or completeness of the Product Labels, Product Promotional
Materials, or the Training Program; and (d) a breach of this Workplan.


 


11.4.                        Other Obligations.  All
other obligations of the parties with respect to indemnification shall be as
set forth in the RxPedite Agreement.


 


ARTICLE XII


MISCELLANEOUS


 


12.1.                        Independent Contractor. 
Cardinal Health is being retained and shall perform hereunder strictly
as an independent contractor. The Cardinal Health Employees shall not be, and


 


14

















 


shall not be considered to be, employees of
Acorda for any purpose, and shall at all times remain employees of Cardinal
Health, subject to Section 6.3.  Neither
party shall have any responsibility for the hiring, termination, compensation,
benefits or other conditions of employment of the other party’s employees,
except as otherwise provided in this Workplan.


 


12.2.                        Entire Workplan: Modification.  This
Workplan, together with the RxPedite Agreement, contains the entire and
exclusive agreement between the parties in respect of the subject matter hereof
and supersedes and cancels all previous agreements, negotiations, commitments
and writings between the parties hereto in respect of the subject matter
hereof.  Except as provided herein, this
Workplan may not be changed or modified in any manner or released, discharged,
abandoned or otherwise terminated unless in writing and signed by the duly
authorized officers or representatives of the parties.  If and to the extent there are
inconsistencies between the RxPedite Agreement and this Workplan, the terms of
the RxPedite Agreement shall govern.


 


12.3.                        Execution in Counterparts.  This
Workplan may be executed in counterparts, each of which, when executed and
delivered, shall be deemed to be an original and all of which together shall
constitute one and the same document.


 


12.4.                        Maintenance of Records. 
Cardinal Health and Acorda each agree that throughout the Term of this
Workplan and for a period of six (6) years after the termination of this
Workplan, each will maintain records and otherwise establish procedures to
assure compliance with all regulatory, professional, and other applicable legal
requirements which relate to the Detailing and marketing of the Products and if
applicable, with the other services and activities to be performed hereunder.


 


IN
WITNESS WHEREOF, the parties have caused this Workplan to be executed by their
duly authorized officers.


 


	
  CARDINAL HEALTH PTS, INC.

  	
  ACORDA THERAPEUTICS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  



 


15

















 


Schedule 1.1(o)


 


List of Products


 


Fampridine
SR


 


16

















 


Schedule 1.1(t)


 


Definition of Territory


 


 


The Territories shall be within the continental United States
and shall be agreed to by the parties prior to the Representative Commencement
Date.


 


17

















 


Schedule 2.3


 


National Account Manager Responsibilities


 


•                  The National Account Managers will
participate in development of managed care and government contracting and
reimbursement strategies as well as value add programs for select managed care
and government accounts. The National Account Managers will also work with the
Representatives to create provider demand for Fampridine-SR and to coordinate
provider pull-through activities with the sales force once the product is under
contract or has achieved favorable reimbursement status with an account, as
described in more detail below.


 


•                  Generally, the National Account Managers
will:


 


•                  Identify key players in the category and
develop an understanding their needs.


 


•                  Position the benefits of Fampridine-SR in a
way that is relevant and appealing to those providers.


 


•                  Develop an understanding of the key
reimbursement issues, such as Formulary, CMS or other.


 


•                  Develop an understanding of employer needs
and the role of quality initiatives such as HEDIS.


 


•                  Develop an understanding of how to impact
Formulary pull-through.


 


•                  Develop an understanding of the role of
specialty carve-outs and carve-ins.


 


•                  Develop an understanding of the product
information needs of providers.


 


•                  Seek out viable disease management initiative
opportunities.


 


•                  Find maximum price points.


 


•                  Develop an understanding of trends that may
affect the use and/or reimbursement on the product in the future.


 


•                  The National Account Managers will also work
closely with the Acorda management team, Cardinal Health Managers and
Representatives to:


 


•                  Identify accounts in each sales region


 


•                  Identify model types/membership bases


 


•                  Determine who provides health care for major
employers in each sales region


 


18

















 


•                  Once accounts are identified, the National
Account Managers will work closely with Cardinal Health Managers and
Representatives to:


 


1)              Contact appropriate decision-makers in order
to determine:


 


(a)                Formulary policies


(b)               Bids and contracts policies


(c)                Rebate and charge-back policies


(d)               Representative policies (promotion and
sampling policies)


 


•                  Provider lists


 


(e)                P&T Committee members


 


•                  The National Account Managers will also work
closely with the Acorda management team, Cardinal Health Managers and
Representatives to ensure company approved marketing messages are communicated
for Fampridine-SR  to key
decision-makers within each account in an effort to gain formulary acceptance.


 


•                  The National Account Managers will also work
closely with the Acorda management team, Cardinal Health Managers and
Representatives to develop strategies and tactics to gain formulary approval
within select accounts.


 


1)              Identify champion physicians


2)              Encourage champion physicians to write
Director of Pharmacy requesting product addition to formulary


3)              With numerous requests, product may be
reviewed by the P&T Committee


4)              P&T Committee meeting (product may be
reviewed a few times before approval)


5)              Formulary approval


 


•                  The National Account Managers will coordinate
the capture of information for each account and ensure effective communication
throughout the organization.


 


1)              What type of formulary is in place with each
account (none, open, closed, etc.)


2)              Who provides the pharmacy benefit (in-house,
contracted pharmacies, or both)


3)              Is PBM involved? (information about their
formulary, contracts)


4)              What type of pharmacy intervention is used,
if any?


 


(a)                Counter detailing


(b)               Differential co-pays (e.g. $5.00 = generic;
$10.00 = brand)


(c)                Utilization Review (e.g. cost vs. efficacy)


(d)               Financial incentives


(e)                Online adjudication at the pharmacy level
(non-payment for items that are not on the formulary)


 


•                  The National Account Managers will lead and
coordinate the investigation of identified accounts to assess priority within
the sales regions.  Typical
investigation would include inquiry into the following:


 


19

















 


1)              How many MDs are affiliated with the account?


 


(a)                Is it a significant number?


(b)               Are there key groups or individuals involved?


(c)                Are any of them high volume prescribers?


 


2)              Geography covered


 


(a)                What sales territories are impacted the most?


(b)               Does it impact other sales regions?


 


3)              Who owns the plan?


 


(a)                Acorda/Cardinal may have contracts with that
organization


(b)               History of parent organizations’ ability to
impact business


 


4)              Names of key contacts


 


(a)                Pharmacy director


(b)               Clinical pharmacists


(c)                Purchasing director


(d)               Medical director


 


5)              Is there a P&T Committee?


 


(a)                Who are the members?


(b)               How do we support this group?


(c)                Are these individuals accessible to call on?


 


6)              Is there a formulary?


 


(a)                What type of formulary?


(b)               Goal: obtain formulary status for
Fampridine-SR


 


7)              How do members fill their prescriptions?


 


(a)                In-house pharmacies will have more control
over prescriptions than retail pharmacies


(b)               Which PBM processes the claims? Different
PBMs have varying levels of control over prescription benefits


 


8)              Resources available to help in this process
include:


 


(a)                Local media


(b)               Physician offices


(c)                Scott Levin databases


(d)               Acorda Management


(e)                Cardinal Management


 


20

















 


•                  At the direction of the Acorda management
team, the National Account Managers will work with each sales territory to
develop specific action plans or pull-through programs for select accounts.
(Utilizing all available information)


 


1)              The overall impact that managed care has in
each sales territory will be assessed by compiling the following information:


 


(a)                List all managed care plans which do business
in the sales region


(b)               How many target physicians are affiliated
with these plans?


(c)                Determine which plans have restrictive
formularies


 


2)              For target physicians that are not affiliated
with any managed care plans; direct sales management and Representatives to:


 


(a)                Follow regular promotional strategies


(b)               Monitor for changes


(c)                Determine whether mail-service organizations
or PBMs are impacting physician prescribing habits


 


•                  Ask nurse or receptionist if they receive any
phone calls from pharmacists asking for permission to change prescriptions


•                  What types of changes? (Generic substitution
or brand interchange?)


•                  Which products/companies are involved?


•                  Collaborate with managed care personnel to
determine our relationship with them


 


(d)               For target physicians that are affiliated
with accounts that do not have restrictive formularies:


 


•                  Follow regular promotional strategy


 


•                  Ensure that physicians are aware that
prescriptions for Acorda’s Fampridine-SR will be reimbursed by the account plan
with which they are affiliated


•                  Take advantage of any favorable formulary
listing Acorda has by incorporating this into the promotional message


•                  Determine whether mail-service or PBMs are
impacting prescribing (not likely)


 


•                  Monitor for change


 


•                  For target physicians that are affiliated
with account plans that have restrictive formularies


 


•                  Be aware of how Fampridine-SR is impacted


•                  Promote product if available on formulary


 


21

















 


Schedule 2.4


 


Medical Science Liaison Responsibilities


 


•                  Acorda and Cardinal Health will work on a
program designed to achieve the following objectives:


 


•                  educate target physicians and their
professional staffs on current trends in SCI and MS management


 


•                  increase the flow of SCI and MS patients to
Fampridine-SR


 


•                  facilitate Phase IV and V clinical studies
for Fampridine-SR


 


•                  support hospital, P&T committee, and  managed care formulary activities for
Fampridine-SR


 


•                  position Acorda and its neurology product
portfolio with key opinion & thought leaders (OTLs)


 


•                  The Acorda MSL function may have other
responsibilities within the organization, and interact with other functioning
teams. However, the top priority of the Acorda MSL function shall be to
actively engage in activities that support the strategic direction of
Fampridine-SR.


 


•                  The Acorda MSL function will be focused on
Centers of Influence (COI) within select sales regions. The MSL for this
program shall be a therapeutic specialist with advanced scientific training and
a degree in life sciences (doctorates, advanced professional healthcare
degrees, or masters in science). The majority of MSLs currently in industry are
Doctors of Pharmacy (Pharm.D.), with a smaller percentage holding Ph.D. or M.D.
degrees. Excellent scientific aptitude is critical to productive interactions
between MSLs and OTLs who are research pioneers and authorities in a
therapeutic field.


 


•                  The rationale for creating the MSL function
is as follows:


 


•                  Provides feedback from key OTLs on how the
company could best position Fampridine-SR and future products by conducting
Regional Advisory Panels to glean opinions on research direction and other
healthcare issues


 


•                  Produces and performs product presentations
for OTLs


 


•                  Serves as the primary company contact with
current and future OTLs by establishing peer relationships based on high levels
of education and understanding of the clinical issues facing practitioners


 


•                  Provides clinical trial and off-label
information to early adopters


 


•                  Collaborates on clinical research protocols
for Phase IIIb and IV trials


 


•                  Manages budgets for clinical grants and
medical education activities


 


22

















 


•                  Serves as the “face” of the company’s
pipeline


 


•                  Assists Medical Education department in
setting up guest lectures, symposia and workshops


 


23

















 


Schedule
2.10


 


Form of Management Report


 


 


	
  Report Name

  	
   

  	
  Description

  	
   

  	
  Frequency

  
	
  Territory Assignment
  Report

  	
   

  	
  Lists the individuals
  covering each region and territory. 
  If a territory is vacant, the report will indicate the date when the
  territory became vacant and what alternate coverage is being applied (i.e.
  District Manager, Adjacent Rep, etc.)

  In addition, the report
  will indicate the current turnover rate.

  	
   

  	
  Monthly

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Territory Coverage Report

  	
   

  	
  For each territory, the
  report provides the call statistics:

  •      Percentage of call to target audience

  •                       Percentage of samples delivered to target
  audience

  •      Average number of calls/day (calculated on a six month moving
  average).

  The
  report is summarized at the Regional and National levels.

  	
   

  	
  Monthly

  Quarterly

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales Statistics Report

  	
   

  	
  For each territory, based
  on NDC Health Information Services data, the report will show:

  •      New Rx

  •      Total Rx

  •      Percent Change for New Rx

  •      Percent Change for Total Rx

  •      New Market Share Percent Change

  •                       Total Market Change Percent Change

  The
  report is summarized at the Regional and National levels.

  	
   

  	
  Monthly

  Quarterly

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Inventory Report

  	
   

  	
  For each Territory, the
  report will document all the sample distribution activities.  The report will reflect the following:

  For each SKU:

  •      Period beginning balance

  •      Total shipments received

  •      Total samples dropped

  •      Total samples returned to distributor

  •      Total adjustments

  •      Period ending balance

  •      Total variance (units / percent)

  The
  report is summarized at the Regional and National levels.

  	
   

  	
  Monthly

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Inventory Exception Report

  	
   

  	
  The report will provide
  details on variances and adjustments related to the distribution of samples
  if any has occurred.

  	
   

  	
  Monthly

  



 


24

















 


Certain portions of this
Exhibit have been omitted pursuant to a request for confidentiality. Such
omitted portions, which are marked with brackets [   ] and an asterisk*, have been separately filed with the
Commission.


 


Schedule 6.1


 


Service Fees and Payment Schedule


 


REPRESENTATIVES:


 


	
  Number of
  Representatives

  	
   

  	
  [***]

  
	
  Annual
  Representative Fee

  	
   

  	
  [***] per Representative, plus
  expenses

  
	
  Total
  Fees

  	
   

  	
  [***] per year,  plus
  expenses

  



 


•                  The Annual Representative Fee identified
above includes sales force recruitment, salaries, payroll taxes and benefits,
sales force training, administrative and operational support, electronic territory
management systems and sample accountability processes, procedures and systems,
fleet cars, & performance bonuses.


 


•                  The Annual Representative Fee identified
above does not include expenses of regular territory business travel and
promotional budgets.


 


NATIONAL ACCOUNT MANAGERS:


 


	
  Number of
  Representatives

  	
   

  	
  [***]

  
	
  Annual
  Manager Fee

  	
   

  	
  [***] per Manager

  
	
  Total
  Fees

  	
   

  	
  [***] per year

  



 


•                  The Annual Manager Fee identified above
includes Manager salaries, benefits, bonuses, & taxes, fleet cars, project
manager salary, benefits, bonuses, & taxes, recruitment costs (including
travel and turnover), supplies, printing, postage, and miscellaneous items, and
laptops, software and printers


 


•                  The Annual Manager Fee identified above does
not include actual business and promotional expenses as defined and approved by
Acorda, and actual travel and lodging expenses for all training programs and
POA meetings.


 


25

















 


Certain portions of this
Exhibit have been omitted pursuant to a request for confidentiality. Such
omitted portions, which are marked with brackets [   ] and an asterisk*, have been separately filed with the
Commission.


 


MEDICAL SCIENCE LIAISONS (“MSL”):


 


	
  Number of
  MSLs

  	
   

  	
  [***]

  
	
  Annual
  MSL Fee

  	
   

  	
  [***] per MSL

  
	
  Total
  Fees

  	
   

  	
  [***] per year

  



 


•                  The Annual MSL Fee identified above includes
MSL compensation during 2 week training period; MSL salary, payroll taxes,
benefits, fleet car, and bonus during program; a project management team that
includes a dedicated account executive and the following shared services:
project manager, HR coordinator, finance coordinator, IT coordinator, and help
desk; recruitment costs, including any turnover and travel during project;
training and development services; territory management and CRM system; support
services (operations and administration); and management fees.


 


•                  The Annual MSL Fee identified above does not
include MSL actual in territory business expenses; and MSL actual travel
expenses for all required participation at corporate training programs and POA
meetings.


 


PRICE CHANGES


 


In
the event of a change in salaries and benefits required to recruit and hire the
Cardinal Health Employees between the Effective Date of this Workplan and the
applicable MSL Commencement Date, NAM Commencement Date or Representative
Commencement Date, the parties shall negotiate in good faith a change to the
Service Fees to account for such change in salaries and benefits.


 


PAYMENT SCHEDULE


 


•                  Acorda shall pay [***] of the total amount of the first year’s fees
for the Medical Science Liaisons on the MSL Commencement Date.


•                  Acorda shall pay [***] of the total amount of the first year’s fees
for the National Account Managers on the NAM Commencement Date.


•                  Acorda shall pay [***] of the total amount of the first year’s fees
for the Representatives on the Representative Commencement Date.


•                  The remainder of the fees for the first year
shall be invoiced in equal pro-rated payments on the 1st day of each month
beginning with the commencement of promotional activity.


 


26

















 


Certain portions of this
Exhibit have been omitted pursuant to a request for confidentiality. Such
omitted portions, which are marked with brackets [   ] and an asterisk*, have been separately filed with the
Commission.


 


Schedule 6.2


 


Early Termination Fee


 


The
Early Termination Fee under Section 6.2 shall be calculated as follows:


 


(i)                                     If termination occurs prior to Program
Launch, Acorda shall pay to Cardinal Health an amount equal to [***] of the
annual base salaries of all Cardinal Health Employees hired as of such date of
termination.


 


(ii)                                  If termination occurs during the first six
(6) months after Program Launch, Acorda shall pay to Cardinal Health an amount
equal to [***] of the annual
base salaries of all of the Cardinal Health Employees.


 


(iii)                               If termination occurs during the months seven
(7) through eighteen (18) after Program Launch, Acorda shall pay to Cardinal
Health an amount equal to [***]
of the annual base salaries of all of the Cardinal Health Employees.


 


(iv)                              If termination occurs after completion of the
eighteenth (18) month after Program Launch, but prior to the end of the Initial
Term, Acorda shall pay to Cardinal Health an amount equal to [***] of the annual base salaries of all of the
Cardinal Health Employees.


 


In
the event of any such termination and upon the request of Acorda, Cardinal
Health shall provide reasonable documentation evidencing the base salaries of
each of the Cardinal Health Employees.


 


For
purposes of this Schedule 6.2, “annual base salaries of all of the Cardinal
Health Employees” means the actual, annualized base salaries, on an aggregate
basis, of Cardinal Health Employees employed by Cardinal Health at the time
that Cardinal Health receives notice of an early termination.


 


For
example, if the Early Termination Fee in Section 6.2 is triggered in month nine
(9) of the Initial Term, and at such time Cardinal Health employs twenty (20)
Cardinal Health Employees of which there are eighteen (18) Representatives, one
(1) National Account Manager and one (1) Medical Science Liaison, and the
actual annual base salaries for each is $[**], $[**] and $[***],
respectively, then the Early Termination Fee shall be calculated as follows:


 


Early
Termination Fee = [**]% x
[(18 x [***]) + (1 x [**]) + (1 x [**])] = $[**]


 


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Certain portions of this
Exhibit have been omitted pursuant to a request for confidentiality. Such
omitted portions, which are marked with brackets [   ] and an asterisk*, have been separately filed with the
Commission.


 


Schedule
6.3


 


Acorda’s
Hiring of Cardinal Health Employees


 


(a)                                  As to each Cardinal Health Employee hired or
retained by Acorda pursuant to Section 6.3 or terminated or removed pursuant to
Acorda’s request in accordance with Section 6.3 (either, a “Cardinal
Termination Event”), the amount to be paid by Acorda shall be as follows:


 


(i)                                     If a Cardinal Health Employee is hired or
retained by Acorda pursuant to Section 6.3 during months thirteen (13) through
eighteen (18) after Program Launch or if Acorda requests termination or removal
of a Cardinal Health Employee pursuant to Section 6.3 during any of the first
eighteen (18) months of the Initial Term, Acorda shall pay to Cardinal Health [***] of such Cardinal Health Employee’s scheduled
aggregate annual base salary.


 


(ii)                                  If a Cardinal Termination Event occurs with
respect to a Cardinal Health Employee during months nineteen (19) through
twenty-four (24) after Program Launch, Acorda shall pay Cardinal Health [***] of such Cardinal Health Employee’s scheduled
aggregate annual base salary.


 


(iii)                               If a Cardinal Health Employee is hired or
retained by Acorda upon completion of the Initial Term, Acorda shall have no
further obligation to pay any fee under this Schedule 6.3 or any other Service
Fees with respect to such Cardinal Health Employee so retained or hired by
Acorda.


 


(b)                                 All such amounts shall be due and payable
within thirty (30) days after the effective date of the applicable Cardinal
Termination Event, and Acorda’s receipt of Cardinal Health’s invoice for
amounts due and appropriate supporting documentation.


 


(c)                                  For purposes of this Schedule 6.3, “scheduled
aggregate annual base salary” means the actual, annualized base salary, on an
aggregate basis, of the Cardinal Health Employee who is the subject of a
Cardinal Termination Event at the time of such event.  For example, if Acorda hires a Cardinal Health Employee in month
fifteen (15) of the Initial Term and such employee’s actual annual base salary
is [***] at such time, then
Acorda shall pay to Cardinal Health the amount of [***], which represents [***] of such employee’s actual annual base
salary.


 


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