Exhibit 10.13


 


Myrtle Potter
and Company, LLC    1275 Lincoln Ave, Suite 7    San Jose Ca. 95125

 Phone 408-993-1614   Fax 408-993-1602


 


AGREEMENT FOR


SALES TRAINING
CURRICULUM FOR EVERYDAY HEALTH AND 

COACHING OF SELECT KEY EXECUTIVES/MANAGERS


 


This Agreement (“Agreement”),
dated and effective May 1, 2011 by and between Myrtle Potter and Company, LLC (“Advisor”) and Everyday
Health Media, LLC (“Client” or “Everyday Health”) is hereby agreed to by the Parties.


 


This Agreement shall be governed by
the terms and conditions below.


 


Please sign below to indicate your
approval of the project scope outlined within this document and for work to begin.


 


	Everyday Health Media, LLC	 	Myrtle Potter and Company, LLC
	 	 	 
	Date:	 	 	Date:	5/1/11
	 	 	 	 	 
	Name:	Alan Shapiro	 	Name:	Myrtle Potter
	 	 	 	 	 
	Signature: 	/s/ Alan Shapiro	 	Signature: 	/s/
    Myrtle Potter
	 	 	 	 	 
	Title: 	General Counsel	 	Title:	CEO 


 


Agreement Terms and Conditions:


 


Services:


Advisor, as represented by Myrtle Potter,
shall provide the Services as set forth in the Statement of Work and Appendix A, attached hereto and incorporated herein by this
reference. Please note this Agreement is null and void if not signed and returned within 15 days.


 


Compensation:


Client shall compensate Advisor for
the Services as set forth in Appendix A, attached hereto and incorporated herein by this reference.


 


Payment Terms:


Client shall compensate Advisor for
the above services as follows:


	 	•	50%
                                                                                                                                                   of
                                                                                                                                                   contracted
                                                                                                                                                   fees
                                                                                                                                                   due
                                                                                                                                                   within
                                                                                                                                                   thirty
                                                                                                                                                   (30)
                                                                                                                                                   days
                                                                                                                                                   of
                                                                                                                                                   signing
                                                                                                                                                   of
                                                                                                                                                   these
                                                                                                                                                   agreements
                                                                                                                                                   and
                                                                                                                                                   receipt of
                                                                                                                                                   Invoice
                                                                                                                                                   1
                                                                                                                                                   of
                                                                                                                                                   3.
	 	•	25%
                                                                                                                                                   of
                                                                                                                                                   contracted
                                                                                                                                                   fees
                                                                                                                                                   due
                                                                                                                                                   within
                                                                                                                                                   thirty
                                                                                                                                                   (30)
                                                                                                                                                   days
                                                                                                                                                   of
                                                                                                                                                   receipt
                                                                                                                                                   of
                                                                                                                                                   Invoice
                                                                                                                                                   2
                                                                                                                                                   of
                                                                                                                                                   3
                                                                                                                                                   which
                                                                                                                                                   shall
                                                                                                                                                   be sent
                                                                                                                                                   when
                                                                                                                                                   40%
                                                                                                                                                   of
                                                                                                                                                   contracted
                                                                                                                                                   hours
                                                                                                                                                   have
                                                                                                                                                   been
                                                                                                                                                   used.
	 	•	25%
                                                                                                                                                   of
                                                                                                                                                   contracted
                                                                                                                                                   fees
                                                                                                                                                   due
                                                                                                                                                   upon
                                                                                                                                                   presentation
                                                                                                                                                   of
                                                                                                                                                   Invoice
                                                                                                                                                   3
                                                                                                                                                   of
                                                                                                                                                   3
                                                                                                                                                   which
                                                                                                                                                   shall
                                                                                                                                                   be
                                                                                                                                                   invoiced
                                                                                                                                                   upon the
                                                                                                                                                   completion
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   service.
                                                                                                                                                   If
                                                                                                                                                   all
                                                                                                                                                   hours
                                                                                                                                                   have
                                                                                                                                                   not
                                                                                                                                                   been
                                                                                                                                                   provided
                                                                                                                                                   prior
                                                                                                                                                   to
                                                                                                                                                   November
                                                                                                                                                   15,
                                                                                                                                                   2011 due
                                                                                                                                                   to
                                                                                                                                                   Client’s
                                                                                                                                                   failure
                                                                                                                                                   to
                                                                                                                                                   schedule
                                                                                                                                                   training
                                                                                                                                                   hours
                                                                                                                                                   with
                                                                                                                                                   its
                                                                                                                                                   staff,
                                                                                                                                                   Advisor
                                                                                                                                                   may
                                                                                                                                                   send
                                                                                                                                                   invoice
                                                                                                                                                   3
                                                                                                                                                   of
                                                                                                                                                   3 to
                                                                                                                                                   Client
                                                                                                                                                   by
                                                                                                                                                   November
                                                                                                                                                   15,
                                                                                                                                                   2011
                                                                                                                                                   provided
                                                                                                                                                   that
                                                                                                                                                   the
                                                                                                                                                   parties
                                                                                                                                                   have
                                                                                                                                                   scheduled
                                                                                                                                                   such
                                                                                                                                                   unused
                                                                                                                                                   hours for
                                                                                                                                                   the
                                                                                                                                                   first
                                                                                                                                                   calendar
                                                                                                                                                   quarter
                                                                                                                                                   of
                                                                                                                                                   2012.
	 	•	Advisor
                                                                                                                                                   shall
                                                                                                                                                   not
                                                                                                                                                   provide
                                                                                                                                                   more
                                                                                                                                                   hours
                                                                                                                                                   than
                                                                                                                                                   the
                                                                                                                                                   contracted
                                                                                                                                                   hours
                                                                                                                                                   unless
                                                                                                                                                   the
                                                                                                                                                   parties
                                                                                                                                                   mutually agree
                                                                                                                                                   in
                                                                                                                                                   writing
                                                                                                                                                   on
                                                                                                                                                   the
                                                                                                                                                   number
                                                                                                                                                   of
                                                                                                                                                   additional
                                                                                                                                                   hours
                                                                                                                                                   and
                                                                                                                                                   the
                                                                                                                                                   fees.
	 	•	Reasonable expenses not included under Administrative Costs in the
                                                                Scope of Work will be billed monthly and are due within thirty (30) days of receipt.



 


Estimated Completion Date: On
or before December 31, 2011.


 


Additional Legal Terms:



    	1



    	



    

Myrtle Potter and Company, LLC    1275
Lincoln Ave, Suite 7    San Jose Ca. 95125 

Phone 408-993-1614   Fax 408-993-1602


 


All materials and deliverables created
by Advisor specifically for Everyday Health hereunder (“Work Product”), either alone or in collaboration with others,
shall be deemed a work made for hire and will be owned by Everyday Health. In the event that any such Work Product or portion
of such Work Product is determined not to be a work made for hire, Advisor hereby assigns fully to Everyday Health all right,
title and interest in and to the Work Product and any copyrights, trade secrets or other intellectual property rights relating
thereto.


 


Myrtle Potter
agrees that Everyday Health may photograph and record the Sales Meeting Presentation and the ongoing training sessions. Myrtle
Potter agrees that Everyday Health may use Myrtle Potter’s name, image, voice, likeness and any biographical facts which may have
been provided to Everyday Health as part of the Work Product or the recorded Sale Meeting Presentation or training sessions.



    	2



    	



    


Myrtle Potter and Company, LLC    1275
Lincoln Ave, Suite 7    San Jose Ca. 95125 

Phone 408-993-1614   Fax 408-993-1602


 


STATEMENT OF WORK


 


SALES TRAINING CURRICULUM FOR EVERYDAY
HEALTH AND 

COACHING OF SELECT KEY EXECUTIVES/MANAGERS


 


Introduction And Context


 


Everyday Health has established itself
as a leading health portal that provides health resources, personalized health tools, and health communications that enable consumers
to live healthy lives every day.


 


The specific training/coaching that
Everyday Health would like delivered, and that this proposed scope of work covers is as follows:


 


	 	1.	Develop
                                                                                                                                              a
                                                                                                                                              sales
                                                                                                                                              training
                                                                                                                                              curriculum.
	 	2.	Present
                                                                                                                                              the
                                                                                                                                              sales
                                                                                                                                              training
                                                                                                                                              curriculum
                                                                                                                                              to
                                                                                                                                              sales
                                                                                                                                              and
                                                                                                                                              marketing
                                                                                                                                              team
                                                                                                                                              members
                                                                                                                                              at
                                                                                                                                              the
                                                                                                                                              2011 Sales
                                                                                                                                              Meeting
                                                                                                                                              to
                                                                                                                                              be
                                                                                                                                              held
                                                                                                                                              in
                                                                                                                                              Florida
                                                                                                                                              during
                                                                                                                                              the
                                                                                                                                              month
                                                                                                                                              of
                                                                                                                                              May,
                                                                                                                                              2011
	 	3.	Present
                                                                                                                                              the
                                                                                                                                              sales
                                                                                                                                              training
                                                                                                                                              curriculum
                                                                                                                                              to
                                                                                                                                              select
                                                                                                                                              sales
                                                                                                                                              and
                                                                                                                                              marketing
                                                                                                                                              team
                                                                                                                                              members
                                                                                                                                              via individual
                                                                                                                                              coaching
                                                                                                                                              sessions
                                                                                                                                              (presentations,
                                                                                                                                              training,
                                                                                                                                              phone
                                                                                                                                              consulting/coaching
                                                                                                                                              on pitches/strategy).



 


This training/coaching commences May
1, 2011 and concludes on or before December 31, 2011.


 


The Everyday Health project contact
on this project will be Laura Klein.


 


The details of the program are provided
in Appendix A of this Statement of Work.


 


Appendix A 

Sales Training Curriculum



    	3



    	



    


Myrtle Potter and Company, LLC    1275
Lincoln Ave, Suite 7    San Jose Ca. 95125 

Phone 408-993-1614   Fax 408-993-1602


 


Sales Meeting (May 5)


 


	Theme:	It’s a Big Deal—we are a “big deal”; we sell
    “big deals” to brand managers
	Goal:	Provide additional information to the sales team. Sell 7 figure deals
    to Pharma Brand Managers
	Outcome:	Inspire and motivate team


 


Myrtle Potter Sales Meeting Presentation



 


Objectives:


 


		•	What
                                                                                                                                                  are
                                                                                                                                                  the
                                                                                                                                                  5
                                                                                                                                                  key
                                                                                                                                                  ingredients
                                                                                                                                                  a
                                                                                                                                                  “big
                                                                                                                                                  deal”
                                                                                                                                                  must
                                                                                                                                                  include
                                                                                                                                                  to
                                                                                                                                                  be
                                                                                                                                                  sold
                                                                                                                                                  into
                                                                                                                                                  Pharma?
                                                                                                                                                  (Longer term,
                                                                                                                                                  high
                                                                                                                                                  revenue
                                                                                                                                                  deals)
		•	What
                                                                                                                                                  are
                                                                                                                                                  the
                                                                                                                                                  best
                                                                                                                                                  sources
                                                                                                                                                  to
                                                                                                                                                  gain
                                                                                                                                                  knowledge
                                                                                                                                                  about
                                                                                                                                                  our
                                                                                                                                                  clients’
                                                                                                                                                  businesses
                                                                                                                                                  and
                                                                                                                                                  where
                                                                                                                                                  do Brand
                                                                                                                                                  Managers
                                                                                                                                                  go
                                                                                                                                                  themselves
                                                                                                                                                  for
                                                                                                                                                  industry
                                                                                                                                                  information?
		•	How
                                                                                                                                                  do
                                                                                                                                                  we
                                                                                                                                                  make
                                                                                                                                                  Brand
                                                                                                                                                  Managers
                                                                                                                                                  successful?



What do we need to know to unlock revenue
from Brand Managers? How do we view financial statements to establish program pricing parameters and ROI assumptions?


		•	How
                                                                                                                                                  can
                                                                                                                                                  we
                                                                                                                                                  be
                                                                                                                                                  seen
                                                                                                                                                  as
                                                                                                                                                  a
                                                                                                                                                  partner,
                                                                                                                                                  not
                                                                                                                                                  a
                                                                                                                                                  vendor?
		•	What
                                                                                                                                                  has
                                                                                                                                                  made
                                                                                                                                                  WebMD
                                                                                                                                                  and
                                                                                                                                                  Medscape
                                                                                                                                                  so
                                                                                                                                                  successful
                                                                                                                                                  and
                                                                                                                                                  what
                                                                                                                                                  can
                                                                                                                                                  we
                                                                                                                                                  learn
                                                                                                                                                  from them?
                                                                                                                                                  How
                                                                                                                                                  do
                                                                                                                                                  they
                                                                                                                                                  sell
                                                                                                                                                  the
                                                                                                                                                  “longer”
                                                                                                                                                  deals
                                                                                                                                                  (2-3
                                                                                                                                                  years)
                                                                                                                                                  vs.
                                                                                                                                                  our
                                                                                                                                                  average
                                                                                                                                                  deal
                                                                                                                                                  (6-12 months)?
		•	What
                                                                                                                                                  unique
                                                                                                                                                  advantage
                                                                                                                                                  or
                                                                                                                                                  opportunities
                                                                                                                                                  do
                                                                                                                                                  you
                                                                                                                                                  believe
                                                                                                                                                  we
                                                                                                                                                  have
                                                                                                                                                  as
                                                                                                                                                  Everyday
                                                                                                                                                  Health?



 


Agenda Summary:


 


		•	Pharma
                                                                                                                                                  Industry
                                                                                                                                                  Transformation –

                                                                                                                                                  latest
                                                                                                                                                  trends
                                                                                                                                                  /
                                                                                                                                                  what’s
                                                                                                                                                  important
                                                                                                                                                  today
		•	Day
                                                                                                                                                  in
                                                                                                                                                  the
                                                                                                                                                  Life
                                                                                                                                                  of
                                                                                                                                                  a
                                                                                                                                                  Brand
                                                                                                                                                  Manager –

                                                                                                                                                  their
                                                                                                                                                  responsibilities,
                                                                                                                                                  priorities,
                                                                                                                                                  media/marketing function
                                                                                                                                                  and
                                                                                                                                                  org
                                                                                                                                                  structure
		•	Value
                                                                                                                                                  of
                                                                                                                                                  digital
                                                                                                                                                  to
                                                                                                                                                  Pharma
		•	Example
                                                                                                                                                  of
                                                                                                                                                  a
                                                                                                                                                  “Memorable”
                                                                                                                                                  Media
                                                                                                                                                  Driven
                                                                                                                                                  Integrated
                                                                                                                                                  Marketing
                                                                                                                                                  Program



 


Agenda (2 hour with Q&A)


 


OPENING: (1/2 hour)


	I.	Transformation
                                                                                                                                              of
                                                                                                                                              Pharma
                                                                                                                                              industry
                                                                                                                                              /
                                                                                                                                              macro
                                                                                                                                              view



		a.	Challenges
                                                                                                                                              (i.e.
                                                                                                                                              generics,
                                                                                                                                              R&D
                                                                                                                                              cut
                                                                                                                                              dramatically,
                                                                                                                                              decrease
                                                                                                                                              in
                                                                                                                                              approval
                                                                                                                                              rate
                                                                                                                                              of
                                                                                                                                              drugs, doctors
                                                                                                                                              refusing
                                                                                                                                              access
                                                                                                                                              to
                                                                                                                                              sales
                                                                                                                                              representatives,
                                                                                                                                              smaller
                                                                                                                                              Pharma
                                                                                                                                              sales
                                                                                                                                              staffs,
                                                                                                                                              lack
                                                                                                                                              of insurance
                                                                                                                                              coverage)



		b.	Opportunities



	II.	Day
                                                                                                                                               in
                                                                                                                                               the
                                                                                                                                               Life
                                                                                                                                               of
                                                                                                                                               a
                                                                                                                                               Brand
                                                                                                                                               Manager



		a.	How
                                                                                                                                              do
                                                                                                                                              they
                                                                                                                                              go
                                                                                                                                              about
                                                                                                                                              making
                                                                                                                                              choices,
                                                                                                                                              setting
                                                                                                                                              priorities?
                                                                                                                                              What
                                                                                                                                              do
                                                                                                                                              they
                                                                                                                                              value?
                                                                                                                                              What are
                                                                                                                                              their
                                                                                                                                              ROI
                                                                                                                                              expectations?
                                                                                                                                              How
                                                                                                                                              do
                                                                                                                                              Brand
                                                                                                                                              Managers
                                                                                                                                              evaluate
                                                                                                                                              marketing
                                                                                                                                              /media programs?
                                                                                                                                              How
                                                                                                                                              do
                                                                                                                                              they
                                                                                                                                              view
                                                                                                                                              digital
                                                                                                                                              and
                                                                                                                                              where
                                                                                                                                              does
                                                                                                                                              it
                                                                                                                                              fit
                                                                                                                                              into
                                                                                                                                              their
                                                                                                                                              overall
                                                                                                                                              marketing strategy
                                                                                                                                              and
                                                                                                                                              media
                                                                                                                                              mix?
                                                                                                                                              How
                                                                                                                                              do
                                                                                                                                              they
                                                                                                                                              determine
                                                                                                                                              market
                                                                                                                                              spend,
                                                                                                                                              as
                                                                                                                                              it
                                                                                                                                              relates
                                                                                                                                              to
                                                                                                                                              TV, print,
                                                                                                                                              digital,
                                                                                                                                              etc.
                                                                                                                                              – consumer
                                                                                                                                              vs.
                                                                                                                                              professional
                                                                                                                                              allocation.



		b.	Who
                                                                                                                                              influences
                                                                                                                                              Brand
                                                                                                                                              Managers?
                                                                                                                                              What
                                                                                                                                              do
                                                                                                                                              agencies
                                                                                                                                              offer
                                                                                                                                              Brand
                                                                                                                                              Managers?




    	4



    	



    


Myrtle Potter
and Company, LLC    1275 Lincoln Ave, Suite 7    San Jose Ca. 95125 

Phone 408-993-1614   Fax 408-993-1602


 


		c.	What
                                                                                                                                            makes
                                                                                                                                            a
                                                                                                                                            successful
                                                                                                                                            brand
                                                                                                                                            manager?
                                                                                                                                            What
                                                                                                                                            gets
                                                                                                                                            a
                                                                                                                                            brand
                                                                                                                                            manager
                                                                                                                                            promoted
                                                                                                                                            and/or
                                                                                                                                            recognized?
                                                                                                                                            What
                                                                                                                                            are
                                                                                                                                            the
                                                                                                                                            metrics
                                                                                                                                            they
                                                                                                                                            and
                                                                                                                                            their
                                                                                                                                            initiatives
                                                                                                                                            are
                                                                                                                                            measured
                                                                                                                                            against?
                                                                                                                                            (increase
                                                                                                                                            sales,
                                                                                                                                            recognition/award)
                                                                                                                                            



BODY: (1 hour)


	III.	What
                                                                                                                                              value
                                                                                                                                              do
                                                                                                                                              brand
                                                                                                                                              managers
                                                                                                                                              place
                                                                                                                                              on
                                                                                                                                              digital



		a.	How
                                                                                                                                            do
                                                                                                                                            we
                                                                                                                                            gauge
                                                                                                                                            brand
                                                                                                                                            managers’
                                                                                                                                            appetite
                                                                                                                                            for
                                                                                                                                            innovation
                                                                                                                                            and
                                                                                                                                            creativity?
		b.	How
                                                                                                                                            do
                                                                                                                                            Brand
                                                                                                                                            Managers
                                                                                                                                            view
                                                                                                                                            digital
                                                                                                                                            as
                                                                                                                                            part
                                                                                                                                            of
                                                                                                                                            their
                                                                                                                                            media
                                                                                                                                            mix?
                                                                                                                                            What
                                                                                                                                            is
                                                                                                                                            its
                                                                                                                                            perceived and
                                                                                                                                            actual
                                                                                                                                            value?
		c.	What
                                                                                                                                            other
                                                                                                                                            key
                                                                                                                                            stakeholders
                                                                                                                                            (groups)
                                                                                                                                            are
                                                                                                                                            critical
                                                                                                                                            to
                                                                                                                                            closing?
                                                                                                                                            Who
                                                                                                                                            else
                                                                                                                                            is
                                                                                                                                            in
                                                                                                                                            the decision
                                                                                                                                            making
                                                                                                                                            loop?
		d.	What
                                                                                                                                            are
                                                                                                                                            the
                                                                                                                                            key
                                                                                                                                            factors
                                                                                                                                            in
                                                                                                                                            creating
                                                                                                                                            a
                                                                                                                                            winning
                                                                                                                                            proposal?



	 	i.	Cross channel or cross media
	 	ii.	Smart
                                                                                                                                             pricing
                                                                                                                                             strategies
	 	iii.	Key targets—focus on which critical prescriber segment?
	 	iv.	How
                                                                                                                                             important
                                                                                                                                             are
                                                                                                                                             measurement
                                                                                                                                             and
                                                                                                                                             analytics?
	 	v.	Navigating
                                                                                                                                            the
                                                                                                                                            Med
                                                                                                                                            Legal
                                                                                                                                            Departments



	 	e.	How
                                                                                                                                            is
                                                                                                                                            the
                                                                                                                                            marketing
                                                                                                                                            plan
                                                                                                                                            different
                                                                                                                                            for
                                                                                                                                            consumer
                                                                                                                                            vs.
                                                                                                                                            provider/doctor
                                                                                                                                            (HCPs)?




CLOSING: (1/2 hour including Q&A)


	IV.	Case
                                                                                                                                             Study—an
                                                                                                                                             example
                                                                                                                                             of
                                                                                                                                             a
                                                                                                                                             stand
                                                                                                                                             out,
                                                                                                                                             “memorable”
                                                                                                                                             media
                                                                                                                                             driven
                                                                                                                                             integrated
                                                                                                                                             marketing program.



 


Myrtle Potter’s Ongoing Training
Curriculum (3-4 days)


(Presentations, training, phone consulting/coaching
on pitches/strategy)


 


	I.	Demystifying
                                                                                                                                            the
                                                                                                                                            Brand
                                                                                                                                            Manager:
                                                                                                                                            If
                                                                                                                                            MP
                                                                                                                                            Could
                                                                                                                                            be
                                                                                                                                            a
                                                                                                                                            Brand
                                                                                                                                            Manager
                                                                                                                                            ANYONE
                                                                                                                                            Can
                                                                                                                                            be
                                                                                                                                            a Brand
                                                                                                                                            Manager



		a.	What
                                                                                                                                            makes
                                                                                                                                            a
                                                                                                                                            successful
                                                                                                                                            Brand
                                                                                                                                            Manager
                                                                                                                                            today
                                                                                                                                            vs.
                                                                                                                                            5
                                                                                                                                            years
                                                                                                                                            ago?
		b.	Understand
                                                                                                                                            how
                                                                                                                                            a
                                                                                                                                            Pharma
                                                                                                                                            Company
                                                                                                                                            is
                                                                                                                                            organized
                                                                                                                                            and
                                                                                                                                            structured
                                                                                                                                            (i.e.,
                                                                                                                                            primary structure
                                                                                                                                            of
                                                                                                                                            Pharma
                                                                                                                                            company)



		i.	What
                                                                                                                                            is
                                                                                                                                            the
                                                                                                                                            difference
                                                                                                                                            between
                                                                                                                                            Pharma
                                                                                                                                            and
                                                                                                                                            biotech
                                                                                                                                            companies?
		ii.	What
                                                                                                                                             is
                                                                                                                                             the
                                                                                                                                             impact
                                                                                                                                             of
                                                                                                                                             OIG
                                                                                                                                             and
                                                                                                                                             what
                                                                                                                                             does
                                                                                                                                             it
                                                                                                                                             mean
                                                                                                                                             for
                                                                                                                                             Pharma
                                                                                                                                             marketing practices?
		iii.	How
                                                                                                                                              is
                                                                                                                                              a
                                                                                                                                              brand
                                                                                                                                              team
                                                                                                                                              structured?
                                                                                                                                              What
                                                                                                                                              are
                                                                                                                                              their
                                                                                                                                              responsibilities? 
	 	iv.	Who
                                                                                                                                              are
                                                                                                                                              the
                                                                                                                                              stakeholders
                                                                                                                                              in
                                                                                                                                              brand
                                                                                                                                              decision-making?
                                                                                                                                              Who
                                                                                                                                              ultimately
                                                                                                                                              makes
                                                                                                                                              the
                                                                                                                                              investment
                                                                                                                                              decisions?
	 	 	 



	II.	Building
                                                                                                                                             and
                                                                                                                                             Growing
                                                                                                                                             Successful
                                                                                                                                             Brands



		a.	Medical
                                                                                                                                            Legal
                                                                                                                                            and
                                                                                                                                            Regulatory
                                                                                                                                            (MLR)
                                                                                                                                            process—safety
                                                                                                                                            information
		b.	Role
                                                                                                                                            of
                                                                                                                                            Key
                                                                                                                                            Opinion
                                                                                                                                            Leaders
                                                                                                                                            (KOLS)—endorsers
		c.	How
                                                                                                                                                   are
                                                                                                                                                   products
                                                                                                                                                   developed
                                                                                                                                                   including
                                                                                                                                                   market
                                                                                                                                                   building,
                                                                                                                                                   brand
                                                                                                                                                   building
                                                                                                                                                   activities, pre-launch,
                                                                                                                                                   launch
                                                                                                                                                   and
                                                                                                                                                   post-launch
                                                                                                                                                   activities?
		d.	What
                                                                                                                                            are
                                                                                                                                            the
                                                                                                                                            strategic
                                                                                                                                            and
                                                                                                                                            brand
                                                                                                                                            planning
                                                                                                                                            processes?
                                                                                                                                            What
                                                                                                                                            are
                                                                                                                                            the
                                                                                                                                            timelines?
		e.	What
                                                                                                                                            motivates
                                                                                                                                            brand
                                                                                                                                            managers?
                                                                                                                                            How
                                                                                                                                            are
                                                                                                                                            brand
                                                                                                                                            managers
                                                                                                                                            measured
                                                                                                                                            and
                                                                                                                                            compensated?
	 	 	 



	III.	The
                                                                                                                                              Value
                                                                                                                                              of
                                                                                                                                              Digital
                                                                                                                                              to
                                                                                                                                              Pharma



		a.	How
                                                                                                                                            do
                                                                                                                                            the
                                                                                                                                            Brand
                                                                                                                                            Managers
                                                                                                                                            view
                                                                                                                                            digital
                                                                                                                                            as
                                                                                                                                            part
                                                                                                                                            of
                                                                                                                                            their
                                                                                                                                            media
                                                                                                                                            mix?
                                                                                                                                            Does
                                                                                                                                            digital
                                                                                                                                            have
                                                                                                                                            a
                                                                                                                                            real
                                                                                                                                            value
                                                                                                                                            to
                                                                                                                                            the
                                                                                                                                            Brand
                                                                                                                                            Managers?
                                                                                                                                            How
                                                                                                                                            do
                                                                                                                                            Brand
                                                                                                                                            Managers
                                                                                                                                            perceive
                                                                                                                                            digital?




    	5



    	



    


Myrtle Potter
and Company, LLC    1275 Lincoln Ave, Suite 7    San Jose Ca. 95125 

Phone 408-993-1614   Fax 408-993-1602


 


		b.	What’s
                                                                                                                                            the
                                                                                                                                            best
                                                                                                                                            way
                                                                                                                                            to
                                                                                                                                            sell
                                                                                                                                            digital
                                                                                                                                            investments?
		c.	How
                                                                                                                                            does
                                                                                                                                            innovation
                                                                                                                                            give
                                                                                                                                            you
                                                                                                                                            the
                                                                                                                                            right
                                                                                                                                            to
                                                                                                                                            meet
                                                                                                                                            with
                                                                                                                                            brand
                                                                                                                                            team
                                                                                                                                            and
                                                                                                                                            not
                                                                                                                                            the
                                                                                                                                            agency? How
                                                                                                                                            do
                                                                                                                                            different
                                                                                                                                            Pharma/biotech
                                                                                                                                            organizations
                                                                                                                                            balance
                                                                                                                                            risk/reward?
                                                                                                                                            How
                                                                                                                                            do
                                                                                                                                            you appropriately
                                                                                                                                            approach
                                                                                                                                            different
                                                                                                                                            types
                                                                                                                                            of
                                                                                                                                            organizations
                                                                                                                                            with
                                                                                                                                            new
                                                                                                                                            offerings?
		d.	Deep
                                                                                                                                            dive
                                                                                                                                            into
                                                                                                                                            the
                                                                                                                                            criteria
                                                                                                                                            we
                                                                                                                                            can
                                                                                                                                            use
                                                                                                                                            to
                                                                                                                                            price
                                                                                                                                            programs
                                                                                                                                            and
                                                                                                                                            make
                                                                                                                                            ROI
                                                                                                                                            assumptions
	 	 	 



	IV.	Making
                                                                                                                                             the
                                                                                                                                             Investment
                                                                                                                                             Decision
                                                                                                                                             across
                                                                                                                                             Consumer
                                                                                                                                             segments
                                                                                                                                             and
                                                                                                                                             Professional



		a.	What
                                                                                                                                            is
                                                                                                                                            the
                                                                                                                                            marketing
                                                                                                                                            in
                                                                                                                                            media
                                                                                                                                            mix
                                                                                                                                            and
                                                                                                                                            how
                                                                                                                                            is
                                                                                                                                            it
                                                                                                                                            determined?
		b.	How
                                                                                                                                            do
                                                                                                                                            brand
                                                                                                                                            teams
                                                                                                                                            determine
                                                                                                                                            the
                                                                                                                                            level
                                                                                                                                            of
                                                                                                                                            investment
                                                                                                                                            in
                                                                                                                                            personal
                                                                                                                                            and
                                                                                                                                            non-personal
                                                                                                                                            promotion?
                                                                                                                                            How
                                                                                                                                            to
                                                                                                                                            they
                                                                                                                                            allocate
                                                                                                                                            resources
                                                                                                                                            across
                                                                                                                                            customer
                                                                                                                                            segments?
	 	 	 



	V.	Demonstrating
                                                                                                                                            Results



		a.	What’s
                                                                                                                                            involved
                                                                                                                                            in
                                                                                                                                            the
                                                                                                                                            use
                                                                                                                                            of
                                                                                                                                            Crossix
                                                                                                                                            vs.
                                                                                                                                            SDI?
		b.	What
                                                                                                                                            do
                                                                                                                                            brands
                                                                                                                                            teams
                                                                                                                                            looks
                                                                                                                                            for
                                                                                                                                            to
                                                                                                                                            measure
                                                                                                                                            success
                                                                                                                                            of
                                                                                                                                            an
                                                                                                                                            investment?
                                                                                                                                            How
                                                                                                                                            is
                                                                                                                                            this balanced
                                                                                                                                            across
                                                                                                                                            the
                                                                                                                                            sum
                                                                                                                                            of
                                                                                                                                            investments
                                                                                                                                            for
                                                                                                                                            the
                                                                                                                                            brand?
		c.	What
                                                                                                                                            business
                                                                                                                                            case
                                                                                                                                            can
                                                                                                                                            be
                                                                                                                                            made
                                                                                                                                            to
                                                                                                                                            sell
                                                                                                                                            your
                                                                                                                                            offering?
                                                                                                                                            What
                                                                                                                                            is
                                                                                                                                            on
                                                                                                                                            the
                                                                                                                                            dashboard that
                                                                                                                                            they
                                                                                                                                            look
                                                                                                                                            at
                                                                                                                                            EVERY
                                                                                                                                            SINGLE
                                                                                                                                            DAY?
	 	 	 



	VI.	Role
                                                                                                                                             of
                                                                                                                                             Advertising
                                                                                                                                             Agency
                                                                                                                                             and
                                                                                                                                             Media
                                                                                                                                             Buyers



		a.	How
                                                                                                                                            does
                                                                                                                                            the
                                                                                                                                            advertising
                                                                                                                                            agency
                                                                                                                                            factor
                                                                                                                                            into
                                                                                                                                            the
                                                                                                                                            decisions
                                                                                                                                            of
                                                                                                                                            the
                                                                                                                                            marketing
                                                                                                                                            mix?
                                                                                                                                            What
                                                                                                                                            role
                                                                                                                                            should
                                                                                                                                            you
                                                                                                                                            play
                                                                                                                                            with
                                                                                                                                            the
                                                                                                                                            agency
                                                                                                                                            vs.
                                                                                                                                            brand
                                                                                                                                            team?
                                                                                                                                            Who
                                                                                                                                            makes
                                                                                                                                            decisions
                                                                                                                                            on
                                                                                                                                            media
                                                                                                                                            buys?
                                                                                                                                            How
                                                                                                                                            do
                                                                                                                                            you
                                                                                                                                            get
                                                                                                                                            the
                                                                                                                                            brand
                                                                                                                                            team
                                                                                                                                            without
                                                                                                                                            angering
                                                                                                                                            the
                                                                                                                                            Agency?
	 	 	 



	VII.	The
                                                                                                                                              Financial
                                                                                                                                              Process



		a.	How
                                                                                                                                            do
                                                                                                                                            brand
                                                                                                                                            managers
                                                                                                                                            manage
                                                                                                                                            the
                                                                                                                                            P&L
                                                                                                                                            for
                                                                                                                                            the
                                                                                                                                            brand?
                                                                                                                                            What
                                                                                                                                            are
                                                                                                                                            the
                                                                                                                                            budget cycles
                                                                                                                                            and
                                                                                                                                            timing
                                                                                                                                            from
                                                                                                                                            introducing
                                                                                                                                            new
                                                                                                                                            technologies/innovation?
		b.	What
                                                                                                                                            are
                                                                                                                                            the
                                                                                                                                            competing
                                                                                                                                            cost
                                                                                                                                            elements
                                                                                                                                            that
                                                                                                                                            anyone
                                                                                                                                            pitching
                                                                                                                                            to
                                                                                                                                            a
                                                                                                                                            brand
                                                                                                                                            manager should
                                                                                                                                            know
                                                                                                                                            about?
		c.	How
                                                                                                                                            do
                                                                                                                                            you
                                                                                                                                            make
                                                                                                                                            certain
                                                                                                                                            that
                                                                                                                                            you
                                                                                                                                            don’t
                                                                                                                                            get
                                                                                                                                            tossed
                                                                                                                                            in
                                                                                                                                            the
                                                                                                                                            early
                                                                                                                                            rounds?
	 	 	 



	VIII.	Communicating
                                                                                                                                               the
                                                                                                                                               Value
                                                                                                                                               Proposition
                                                                                                                                               of
                                                                                                                                               your
                                                                                                                                               Offering



		a.	Importance
                                                                                                                                            of
                                                                                                                                            knowledge
                                                                                                                                            and
                                                                                                                                            preparedness—understand
                                                                                                                                            competitive
                                                                                                                                            landscape
                                                                                                                                            of
                                                                                                                                            different
                                                                                                                                            treatments
		b.	Consultative
                                                                                                                                            and
                                                                                                                                            solution
                                                                                                                                            driven
		c.	What
                                                                                                                                            will
                                                                                                                                            gain
                                                                                                                                            the
                                                                                                                                            attention
                                                                                                                                            of
                                                                                                                                            brand
                                                                                                                                            managers?
                                                                                                                                            What
                                                                                                                                            evidence
                                                                                                                                            is
                                                                                                                                            requited
                                                                                                                                            from
                                                                                                                                            you
                                                                                                                                            in
                                                                                                                                            order
                                                                                                                                            to
                                                                                                                                            be
                                                                                                                                            considered
                                                                                                                                            an
                                                                                                                                            option
                                                                                                                                            in
                                                                                                                                            the
                                                                                                                                            marketing
                                                                                                                                            mix?
                                                                                                                                            What
                                                                                                                                            experience
                                                                                                                                            is
                                                                                                                                            needed?
                                                                                                                                            What
                                                                                                                                            are
                                                                                                                                            the
                                                                                                                                            key
                                                                                                                                            selling
                                                                                                                                            messages
                                                                                                                                            (WIIFM)
                                                                                                                                            for
                                                                                                                                            each
                                                                                                                                            target
                                                                                                                                            audience?
	 	 	 



	IX.	The
                                                                                                                                             Selling
                                                                                                                                             Process



		a.	How
                                                                                                                                            do
                                                                                                                                            you
                                                                                                                                            pitch
                                                                                                                                            and
                                                                                                                                            to
                                                                                                                                            whom?
                                                                                                                                            Is
                                                                                                                                            it
                                                                                                                                            top-down
                                                                                                                                            or
                                                                                                                                            bottom-up?
		b.	What
                                                                                                                                            is
                                                                                                                                            the
                                                                                                                                            right
                                                                                                                                            timing
                                                                                                                                            in
                                                                                                                                            the
                                                                                                                                            budget
                                                                                                                                            cycle
                                                                                                                                            to
                                                                                                                                            sell?
                                                                                                                                            How
                                                                                                                                            do
                                                                                                                                            you
                                                                                                                                            get
                                                                                                                                            your
                                                                                                                                            foot
                                                                                                                                            in
                                                                                                                                            the
                                                                                                                                            door?
                                                                                                                                            How
                                                                                                                                            do
                                                                                                                                            you
                                                                                                                                            close
                                                                                                                                            the
                                                                                                                                            deal?
                                                                                                                                            How
                                                                                                                                            do
                                                                                                                                            you
                                                                                                                                            deepen
                                                                                                                                            the
                                                                                                                                            relationship?



 


Optional:


		A.	Lifecycle of a Drug



	 	l.	R&D to launch




    	6



    	



    


Myrtle Potter
and Company, LLC    1275 Lincoln Ave, Suite 7    San Jose Ca. 95125 

Phone 408-993-1614   Fax 408-993-1602


 


		II.	Launching
                                                                                                                                             a
                                                                                                                                             Blockbuster?



		a.	What
                                                                                                                                            pre-launch
                                                                                                                                            activities
                                                                                                                                            are
                                                                                                                                            brand
                                                                                                                                            managers
                                                                                                                                            spending
                                                                                                                                            their
                                                                                                                                            time,
                                                                                                                                            attention
                                                                                                                                            and
                                                                                                                                            dollars
                                                                                                                                            on?
		b.	What
                                                                                                                                            five
                                                                                                                                            things
                                                                                                                                            that
                                                                                                                                            all
                                                                                                                                            blockbuster
                                                                                                                                            products
                                                                                                                                            do
                                                                                                                                            prior
                                                                                                                                            to
                                                                                                                                            launch?
		c.	How
                                                                                                                                            does
                                                                                                                                            EH
                                                                                                                                            get
                                                                                                                                            to
                                                                                                                                            be
                                                                                                                                            part
                                                                                                                                            of
                                                                                                                                            this
                                                                                                                                            huge
                                                                                                                                            spending
                                                                                                                                            push?



 


		B.	The
                                                                                                                                            World
                                                                                                                                            of
                                                                                                                                            the
                                                                                                                                            Generic
                                                                                                                                            (unbranded)
                                                                                                                                            Drug



		a.	Focus
                                                                                                                                            on
                                                                                                                                            advertising
		b.	How
                                                                                                                                            does
                                                                                                                                            EH
                                                                                                                                            align
                                                                                                                                            its
                                                                                                                                            business
                                                                                                                                            offerings
                                                                                                                                            to
                                                                                                                                            take
                                                                                                                                            advantage
                                                                                                                                            and
                                                                                                                                            be considered
                                                                                                                                            a
                                                                                                                                            part
                                                                                                                                            of
                                                                                                                                            the
                                                                                                                                            marketing
                                                                                                                                            mix
                                                                                                                                            of
                                                                                                                                            branded
                                                                                                                                            and
                                                                                                                                            generic
                                                                                                                                            drugs?



 


SCOPE OF WORK



    	7



    	



    


Myrtle Potter
and Company, LLC    1275 Lincoln Ave, Suite 7    San Jose Ca. 95125 

Phone 408-993-1614   Fax 408-993-1602


 


This scope of work includes all activities
beginning with in-person and/or telephonic alignment sessions to for shaping the coaching program development to the delivery
of coaching including all in-person presentations.


 


	Services / Deliverables	 	Estimated Fees	 
	 	 	 	 	 
	98 Hours Coaching on Sales Business Accounts and Coaching
    

    Preparation (to include 3 separate 3-day sessions at EH’s office).	 	$	142,000	 
	Hours to be tracked and documented by MP&C.	 	 	 	 
	 	 	 	 	 
	32 Hours other matters at the founder’s discretion.	 	$	48000	 
	 	 	 	 	 
	2011 Client Sales Meeting Speech, Management and Customer 

    Engagement –  Miami Beach Florida 

    Flat Fee	 	$	25,000	 
	 	 	 	 	 
	Total Estimated Fees:	 	$	215,000	 
	 	 	 	 	 
	Administrative Costs 

    Includes administrative costs, document preparation, mail, video

 conferencing, telephone, printing, reproduction, shipping
    etc.	 	To be billed at 15% of fees 	 
	 	 	 	 	 
	Total Costs and Fees	 	$	247,250	 





 


		§	Fees
                                                                                                                                                   do
                                                                                                                                                   not
                                                                                                                                                   include
                                                                                                                                                   travel
                                                                                                                                                   costs
                                                                                                                                                   for
                                                                                                                                                   Myrtle
                                                                                                                                                   Potter
                                                                                                                                                   or
                                                                                                                                                   employees.
                                                                                                                                                   Air
                                                                                                                                                   travel
                                                                                                                                                   for
                                                                                                                                                   Myrtle
                                                                                                                                                   Potter
                                                                                                                                                   shall
                                                                                                                                                   be
                                                                                                                                                   business
                                                                                                                                                   class
                                                                                                                                                   or
                                                                                                                                                   better
		§	Fees
                                                                                                                                                   do
                                                                                                                                                   not
                                                                                                                                                   include
                                                                                                                                                   any
                                                                                                                                                   applicable
                                                                                                                                                   taxes.
		§	Taxes
                                                                                                                                                                                   may
                                                                                                                                                                                   not
                                                                                                                                                                                   be
                                                                                                                                                                                   determined
                                                                                                                                                                                   until
                                                                                                                                                                                   the
                                                                                                                                                                                   project
                                                                                                                                                                                   is
                                                                                                                                                                                   complete.
		§	California
                                                                                                                                                                                   state
                                                                                                                                                                                   law
                                                                                                                                                                                   requires
                                                                                                                                                                                   Advisor
                                                                                                                                                                                   to
                                                                                                                                                                                   collect
                                                                                                                                                                                   sales
                                                                                                                                                                                   tax
                                                                                                                                                                                   if
                                                                                                                                                                                   the
                                                                                                                                                                                   project
                                                                                                                                                                                   results
                                                                                                                                                                                   in
                                                                                                                                                                                   the
                                                                                                                                                                                   sale
                                                                                                                                                                                   of
                                                                                                                                                                                   tangible
                                                                                                                                                                                   property.
		§	Advisor
                                                                                                                                                                                   is
                                                                                                                                                                                   not
                                                                                                                                                                                   responsible
                                                                                                                                                                                   for
                                                                                                                                                                                   the
                                                                                                                                                                                   hosting
                                                                                                                                                                                   of
                                                                                                                                                                                   electronic
                                                                                                                                                                                   documents.




    	8



    	



    


Myrtle Potter
and Company, LLC    1275 Lincoln Ave, Suite 7    San Jose Ca. 95125 

Phone 408-993-1614   Fax 408-993-1602


 


	Myrtle Potter
    –  Project Lead 

 	 	Myrtle Potter has 30 years
        in the healthcare industry. She is formerly the president of Genentech and was president of the $4 billion, 3500-person
        cardiovascular and metabolic products business at Bristol-Myers Squibb. Prior to her time at BMS she spent 14 years at
        Merck where she started Astra/Merck Inc. Astra/Merck later joined with Zeneca to form the company now known as Astra/Zeneca.
         

        Myrtle has earned a reputation
        as a “market maker” for consistently and successfully leading healthcare company expansions
        into previously uncharted market areas.

         

        Education: University of Chicago, B.A.

         




    	9