Exhibit 10.47
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT ("Agreement") is made as of August 17, 2009 (the
"Effective Date"), by and between United Therapeutics Corporation ("UT"), a
Delaware corporation, with offices at 1110 Spring Street, Silver Spring,
Maryland and Accredo Health Group, Inc ("DISTRIBUTOR"), a Delaware corporation,
with offices at 1640 Century Center Parkway, Memphis, Tennessee 38134.
Recitals
A.
WHEREAS, DISTRIBUTOR has represented that
it possesses the necessary expertise, financial resources and marketing
organization to dispense and distribute UT Product (as hereinafter defined) and
desires to acquire from UT the right to sell, market, distribute and maintain UT
Product in the Territory (as hereinafter defined);
B.
WHEREAS, UT is willing to appoint
DISTRIBUTOR and DISTRIBUTOR is willing to accept appointment, as a distributor
of UT Product in the Territory on the terms and conditions contained herein; and
C.
WHEREAS, the Parties hereto believe that
the business relationship regarding UT Product and related support will be
mutually advantageous.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the Parties agree as follows:
ARTICLE 1:
INTRODUCTORY PROVISIONS
1.1
DEFINED TERMS.
THE FOLLOWING TERMS, WHEN
USED IN CAPITALIZED FORM IN THIS AGREEMENT, SHALL HAVE THE MEANINGS SET FORTH
BELOW:
(A)
"AGREEMENT" SHALL MEAN THIS DISTRIBUTION
AGREEMENT ENTERED INTO BY AND BETWEEN UT AND DISTRIBUTOR AS OF THE EFFECTIVE
DATE.
(B)
"ADVERSE EVENT" SHALL MEAN ANY "ADVERSE DRUG
EXPERIENCE" AS DEFINED IN 21 CFR 310.305, 21 CFR 314.80 AND/OR 21 CFR 600.80 (AS
APPLICABLE) OR ANY REPLACEMENTS THERETO.
(C)
"AFFILIATE" WHEN USED WITH REFERENCE TO
EITHER PARTY SHALL MEAN ANY CORPORATION CONTROLLING, CONTROLLED BY OR UNDER
COMMON CONTROL WITH THE SAID PARTY AND ANY OFFICER, DIRECTOR OR EMPLOYEE OF SUCH
CORPORATION, AS THE CASE MAY BE.
FOR PURPOSES HEREOF, "CONTROL" SHALL MEAN
OWNERSHIP, DIRECTLY OR INDIRECTLY, OF MORE THAN FIFTY PERCENT (50%) OF THE
SECURITIES HAVING THE RIGHT TO VOTE FOR THE ELECTION OF DIRECTORS, IN THE CASE
OF A CORPORATION, AND MORE THAN FIFTY PERCENT (50%) OF THE BENEFICIAL INTEREST
IN THE CAPITAL, IN THE CASE OF A BUSINESS ENTITY OTHER THAN A CORPORATION.
(D)
"APPLICABLE LAWS" SHALL MEAN ALL LAWS,
STATUTES, ORDINANCES, CODES, RULES, AND REGULATIONS THAT HAVE BEEN ENACTED BY A
GOVERNMENT AUTHORITY AND WHICH ARE IN FORCE AS OF THE EFFECTIVE DATE OR COME
INTO FORCE DURING THE TERM OF THIS AGREEMENT, IN EACH CASE TO THE EXTENT THAT
THE SAME ARE APPLICABLE TO THE PERFORMANCE BY THE PARTIES OF THEIR RESPECTIVE
OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING, WITH RESPECT TO THE UNITED STATES,
THE PRESCRIPTION DRUG MARKETING ACT, THE FEDERAL FOOD, DRUG AND COSMETICS ACT OF
1938, AS AMENDED, THE HEALTH
INSURANCE PORTABILITY AND
ACCOUNTABILITY ACT, THE FEDERAL ANTI-KICKBACK STATUTE, AND ANY APPLICABLE FDA
REGULATIONS.
(E)
"CLEAN PRESCRIPTION" SHALL MEAN A REFERRAL
FOR WHICH BENEFITS HAVE BEEN VERIFIED AND THAT INCLUDES A VALID PRESCRIPTION
THAT DOES NOT: (I) REQUIRE PHYSICIAN, PATIENT, OR ANY THIRD PARTY INTERVENTION
OR INFORMATION; (II) INVOLVE BACKORDER, SHORT SUPPLY, ALLOCATION, OR RECALL; OR
(III) INVOLVE A REFERRAL THAT IS SUBSEQUENTLY CANCELED OR