Exhibit 10.1
DISTRIBUTION AGREEMENT
BY AND BETWEEN
MCKESSON SPECIALTY CARE DISTRIBUTION CORPORATION
AND
ACLARIS THERAPEUTICS, INC.
DATED: October 13, 2017
TABLE OF CONTENTS
ARTICLE I: INTERPRETATION AND DEFINITIONS
3
ARTICLE II: SCOPE OF SERVICES
9
ARTICLE III: OBLIGATIONS OF DISTRIBUTOR
10
ARTICLE IV: SHIPPING AND DATA REPORTING
14
ARTICLE V: GOVERNMENT APPROVALS AND COMPLIANCE BY SUPPLIER
17
ARTICLE VI: TERMS OF SALE AND PAYMENT
18
ARTICLE VII: REPRESENTATIONS, WARRANTIES AND COVENANTS
20
ARTICLE VIII: CONFIDENTIALITY; PROPRIETARY RIGHTS; INTELLECTUAL PROPERTY
23
ARTICLE IX: TERM AND TERMINATION
25
ARTICLE X: LIMITATION OF LIABILITY AND INDEMNIFICATION
27
ARTICLE XI : INSURANCE
29
ARTICLE XII: FORCE MAJEURE
30
ARTICLE XIII: NOTICES
31
ARTICLE XIV: GENERAL PROVISIONS
32
EXHIBIT A: PRODUCTS
37
EXHIBIT B: SERVICE FEES
38
EXHIBIT C: RETURNED GOODS POLICY
39
EXHIBIT D: PACKING AND SHIPPING REQUIREMENTS
42
EXHIBIT E: QUALITY ASSURANCE/QUALITY CONTROL PROGRAM
44
EXHIBIT F:
PERFORMANCE METRICS
52
EXHIBIT G: DATA REPORTING
53
EXHIBIT I:
DISTRIBUTION SERVICE LEVEL
58
Confidential and Proprietary
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY
FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST.
OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT (the "Agreement") is by and between McKesson
Specialty Care Distribution Corporation, a Delaware corporation with offices at
10101 Woodloch Forest, The Woodlands, Texas 77380 ("Distributor") and Aclaris
Therapeutics, Inc., with offices at 101 Lindenwood Drive, Suite 400, Malvern,
Pennsylvania 19355 ("Supplier") is dated and effective this 13th day of October
2017 (the "Effective Date"). Distributor and Supplier are sometimes hereinafter
referred to collectively as "Parties" and individually as a "Party".
WHEREAS, Supplier is licensed to distribute and market those certain products
and devices set forth in Exhibit A annexed hereto (collectively referred to
herein as the "Products") in the Territory; and
WHEREAS, Supplier desires to enter into a relationship with Distributor for the
provision of a comprehensive array of distribution services in connection with
the Products, including, without limitation, distribution, packing, shipping,
finance, account accreditation, call center, data reporting, return and
chargeback services (the "Services"); and
WHEREAS, Distributor wishes to perform the Services on the terms and conditions
set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereby agree as
follows:
ARTICLE I:
INTERPRETATION AND DEFINITIONS
1.1
Definitions.
The terms listed in this Section 1.0 shall, for the purpose of
interpreting and construing this Agreement, have the meanings indicated herein.
1.0.1"ADR" has the meaning assigned to such term in Section 5.3.
1.0.2"Affiliate" means a person or entity that directly or indirectly controls,
is controlled by, or is under common control with another person or entity,
whether directly or through one or more intermediaries.
For purposes, hereof
"control" shall be deemed to exist when one person or