<PAGE> 1
Exhibit 10.24
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
SALES FORCE WORK ORDER # 8475
EFFECTIVE DATE OF WORK ORDER: OCTOBER 10, 2000
This Sales Force Work Order (the "Work Order") is entered into between The
Medicines Company ("TMC") and Innovex LP ("Innovex"), pursuant to the Master
Services Agreement, having an Effective Date of October 10, 2000, between TMC
and Innovex (the "Master Services Agreement"), and is subject to all the terms
and conditions set forth therein, except as may be otherwise expressly provided
herein. All capitalized terms used in this Work Order not otherwise defined
herein shall have the same definition as ascribed to that term in the Master
Services Agreement.
BRIEF DESCRIPTION OF SALES FORCE PROJECT:
Innovex is providing TMC with a field sales force of 52 Sales Representatives
and 2 Field Coordinators, together with the support of an Innovex National Sales
Director, a National Sales Manager and an Administrative Assistant, to support
TMC's sales and marketing efforts on TMC's pharmaceutical product AngiomaxTM.
This Work Order covers a two-year period as described below.
PROJECT TEAMS:
TMC CONTACT PERSON: PAUL PUCCIONI
ADDRESS: 5 SYLVAN WAY
PARSIPPANY, NJ 07054
PHONE: 973-401-6460
FAX: 973-656-9898
INNOVEX NATIONAL SALES MANAGER/NATIONAL SALES DIRECTOR:
BOB MCGOWAN/PHIL SALIMBENE
ADDRESS: 10 WATERVIEW BLVD.
PARSIPPANY, NJ 07054
PHONE: 973-257-4500
FAX: 973-257-4581
Routine correspondence relevant to the operation of the sales force should be
sent to the above-named contact persons. All notices or similar communications
in regard to the terms or a change of terms of this Work Order are to be sent to
the parties named in the Master Services Agreement - Section 16. Notices.
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PROJECT TERM AND KEY DATES:
Project Start Date October 16, 2000
Field Coordinator Start Date October 16, 2000
Sales Representative Start Date December 11, 2000
Initial Live Training Dates January 4, 2001
Project End Date (Last Day Worked) December 10, 2002
"Project Term" shall mean the period of time beginning on the Project Start Date
and ending on the Project End Date. Any renewal of the Project or extension of
the Project End Date shall be negotiated by the parties at least ninety (90)
days before the Project End Date, and shall be effective when agreed in writing.
DEFINITIONS
1. "Day Worked" shall mean a day during which a Sales Representative details
Customers, or attends scheduled company training and/or specifically
designated home study. A "Day Worked" by a Field Coordinator shall mean a
day during which the Field Coordinator performs duties and responsibilities
described in the Work Order. Days Worked shall not include days on leave,
holidays, sick days, vacations or any Saturday or Sunday, except for
training or meeting days scheduled on a Saturday or Sunday. The average
number of days worked in a twelve month period shall be two hundred
thirty-two (232).
2. "Detail" shall mean an interactive face-to-face contact by a Sales
Representative with a Customer, during which a promotional message
involving the Product is given in accordance with the Promotional Program.
When used as a verb, "detail," "details" and "detailed" shall mean to
engage in a Detail as defined herein.
3. "Customer" shall mean physicians and other health care professionals
legally authorized to write prescriptions for pharmaceutical products or
otherwise have the ability to impact decisions to utilize TMC Product in
"Target Accounts". This includes but is not limited to: Interventional
Cardiologists, cath lab personnel, hospital pharmacists, P & T committee
members and hospital administrators.
4. "Product" shall mean the TMC pharmaceutical products specifically
identified in this Work Order or any other product whose promotion and
detailing is assigned to Innovex by mutual agreement with TMC.
5. "Promotional Expense Budget" shall mean the funding and guidelines for use
of such funding that are provided by TMC for use by the Sales Force when
detailing Product.
6. "Promotional Material" shall mean the Product labeling and package inserts,
sales aids and detailing materials developed and provided by TMC, and other
promotional support items provided by TMC to Innovex, for use in promotion
of the Product.
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7. "Promotional Program" shall mean the marketing plan, strategy and
promotional message for the Product, which will include use of the
Promotional Material and the Promotional Expense Budget.
8. "Sales Force" shall mean the Sales Representatives, Field Coordinators,
National Sales Director, and National Sales Manager, individually and as a
group, that have been assigned to deliver Details of the Product in
accordance with the terms of this Agreement.
9. "Sales Representative" shall mean an Innovex employee who has been trained
and equipped to detail Customers.
10. "Target Customer" shall mean one of the Customers specifically identified
by TMC within a Sales Representative's territory to be detailed by the
Sales Representative.
11. "Target accounts" shall mean a specially identified account by TMC within a
Sales Representative's territory to be detailed by the Sales
Representative.
12. "Territory" shall mean the United States and Puerto Rico. In connection
with an individual Sales Representative, the territory shall be the
geographic area assigned to the individual Sales Representative.
INNOVEX RESPONSIBILITIES AND OBLIGATIONS
1. SALES FORCE. The Sales Force will be composed of the following Innovex
employees:
NUMBER POSITION TITLE
------ --------------
52 Sales Representatives
2 Field Coordinators
1 (.1 FTE) National Sales Director
1 (.1 FTE) National Sales Manager
1 (.2 FTE) Project Administrator (Administrative Assistant)
TMC may request that Innovex provide additional Sales Representatives, by
submitting a written request in substantially the form attached hereto as
Exhibit 1, ("Additional Sales Representative Request Form"). As the total
number of Sales Representatives increases for the Sales Force, additional
Field Coordinators will also be increased in order to maintain a target
ratio of Field Coordinators to Sales Representatives of approximately 1:27.
2. RECRUITMENT. Innovex shall be responsible for recruitment and
re-recruitment (replacement) of the Sales Representatives and Field
Coordinators in accordance with the Sales Force Qualifications described
below. Innovex shall be responsible for the cost of recruitment, background
checks and drug screens. If TMC elects to participate in the final
selection of members of the Sales Force, TMC shall approve or disapprove
qualified candidates within five
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(5) business days after each qualified candidate is submitted to TMC for
final selection. A "qualified candidate" must meet the Sales Force
Qualifications. TMC shall be entitled to a recruitment rebate in the amount
of for each Sales Representative or Field Coordinator hired by Innovex for
the Sales Force who was referred to Innovex by TMC, prior to the tenth day
of a territory vacancy; provided, however, that TMC shall not be eligible
for a rebate in connection with any individual referred to Innovex by TMC
who was already, at the time of the referral, included in the Innovex
database as a candidate for employment, and Innovex can provide
satisfactory evidence of such database inclusion. In addition, the rebate
shall be reduced by the amount of actual expenses incurred by Innovex for
recruitment and advertising for the territory, prior to the date of the TMC
referral.
3. SALES FORCE QUALIFICATIONS. Innovex will exercise best efforts to recruit
from a diverse candidate base. A qualified candidate for Sales
Representatives shall meet the following minimum qualifications: four-year
college degree (B.A., B.S. or equivalent); 1-2 years hospital selling of
pharmaceuticals (preferred) or devices to cardiologists/cath labs/ERs. A
qualified candidate for Field Coordinator shall meet the following minimum
qualifications: four-year college degree (B.A., B.S. or equivalent); 2
years pharmaceutical sales experience, 2 years management experience. The
three Salary Tiers for TMC Representatives and the criteria they must
satisfy are provided in the Angiomax Representative Profile, attached to
this Work Order.
4. POSITION DESCRIPTIONS AND DUTIES.Innovex shall manage, supervise and
evaluate the performance of the National Sales Manager, National Sales
Director, Field Coordinators and Sales Representatives in accordance with
the responsibilities and duties identified below. All Sales Force employees
shall demonstrate the following: work ethic and integrity; planning,
organizing and territory management skills; strong interpersonal skills;
excellent communication skills; critical thinking and analysis; problem
solving; decisiveness; sound judgment; customer-focused selling skills;
basic computer skills; ability to listen and learn.
SALES REPRESENTATIVES
- Generate sales within an assigned territory
- Maintain and update current and prospective target physician
profiles
- Keep current with market knowledge and competitive
products
- Maintain a professional image for TMC and TMC Products
- Participate in all training and sales meetings
- Plan and organize territory to meet sales and call targets
- Make sales presentations (details) - individual, one-on-one,
in-services
- Comply with PDMA
- Make complete, accurate and timely submission of all
time-keeping, call activity and expense reports
- Compliance with Promotional Program, and proper use of
Promotional Materials and Promotional Expense Budgets
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NATIONAL SALES MANAGER/NATIONAL SALES DIRECTOR
- Recruit, interview and select Field Coordinators
- Handle periodic performance review, personnel issues, discipline
and termination of Field Coordinators
- Communicate with TMC field/regional managers on regular and
timely basis
- Assist with the planning and delivery of training, and periodic
sales meetings
- Review and approve expense reports; monitor compliance with
expense policies.
- Monitors compliance with Promotional Program, and proper use of
Promotional Materials and Promotional Expense Budgets
- Monitors compliance with PDMA
FIELD COORDINATORS
- Assist with recruitment of Sales Representatives
- Handle periodic performance review, personnel issues, discipline
and termination of Sales Representatives
- Review and approve expense reports; monitor compliance with
expense policies
- Conduct field visits with Sales Representatives as schedule
permits in order to: assess and monitor field activity and work
schedules; to monitor and manage field reporting, including call
reporting; to implement performance or disciplinary plans.
- Communicate with TMC field/regional managers on regular and
timely basis
- Assist with the planning and delivery of training, and periodic
sales meetings, if necessary
5. SALES FORCE COMPENSATION; BENEFITS. Innovex shall compensate the Sales
Force employees with a combination of salary and variable incentive
(bonus). Innovex and TMC, shall mutually establish a target average salary
and salary matrix, which recognizes greater experience and training, and
preferred selection criteria notwithstanding section 5.4 of the Master
Agreement. The terms and conditions of a variable incentive compensation
plan ("Incentive Plan") shall be mutually determined by Innovex and TMC,
including eligibility criteria and performance targets. The Incentive Plan
may also include incentive awards such as trips and prizes. Innovex shall
administer the Incentive Plan, determine eligibility and pay the incentive
compensation and awards, in accordance with the Incentive Plan provided no
payments are made under the Incentative Plan without the prior written
consent of TMC. Sales Force employees shall be eligible to receive an auto
allowance, and shall be entitled to participate in the Innovex employee
benefit plans for health and dental care, 401K, employee stock purchase and
stock ownership plans, in accordance with company eligibility criteria.
6. TRAINING AND PERIODIC SALES MEETINGS. Innovex shall assist TMC with
organizing and delivering initial training of the Sales Force, backfill
training of replacement Field Coordinators and Sales Representatives and
all follow-up training, including periodic sales meetings.
7. PROMOTIONAL ACTIVITIES. Innovex shall be responsible for managing and
monitoring the promotional activities of the Sales Force, in strict
adherence to the Promotional Program and using only the Promotional
Materials provided by TMC. Sales Representatives shall not be
5
<PAGE> 6
permitted to develop, create or use any other promotional material or
literature in connection with the promotion of the Product. Sales
Representatives will be required to immediately cease the use of any
Promotional Materials when Innovex is instructed to do so by TMC. Innovex
shall monitor that Promotional Materials are not changed, (including,
without limitation, by underlining or otherwise highlighting any text or
graphics or adding any notes thereto) by the Sales Representatives. Sales
Representatives shall be required to limit their statements and claims
regarding the Product, including as to efficacy and safety, to those which
are consistent with the Product labels, package inserts and Promotional
Materials. The Sales Representatives shall not be permitted to add, delete
or modify claims of the efficacy or safety in the promotion of the Product,
nor shall the Sales Representatives be permitted to make any untrue or
misleading statements or comments about the Products or any TMC competitors
or competitor products.
8. PROJECT REPORTS. Innovex shall provide TMC a monthly Project report, which
shall include: (i) headcount, reported nationally, by region/district;
vacancy rates, turnover, personnel transfers to TMC, status of
recruitment/hiring; (ii) Project status, milestones, and progress toward
achieving objectives; (iii) financial accountability, tracking expenses
against budget; and (iv) call reporting, as contemplated by item 9 below.
9. REPORTING BY SALES REPRESENTATIVES. Sales Representatives shall be required
to report all field activities and expenditures in a manner that is timely,
accurate and honest, and in accordance with policies and procedures for the
applicable reporting systems. Innovex Field Coordinators shall routinely
reinforce the importance of compliance with the reporting guidelines and
policies (e.g. call reporting, promotional budget expenditures, travel
expenses). Newly hired Sales Representatives shall receive training on the
reporting systems, guidelines and policies during the initial sales
training program.
10. ITMS AND CALL REPORTING. Innovex shall provide the Innovex Territory
Management System, including automated call reporting. Innovex shall equip
the Sales Force with computer hardware and software, including a
combination printer/fax/copier, and shall bear the cost of database and
system administration, licenses, access to data/replication lines, help
desk support, and training of the Sales Force in proper use of the
computers and software. Sales Representatives shall not distribute samples
of TMC products and Innovex shall have no responsibility for sample
accountability.
11. CELL PHONES. Innovex shall provide cell phones for the Sales
Representatives.
CUSTOMER RESPONSIBILITIES AND OBLIGATIONS
1. PROMOTIONAL PROGRAM AND PROMOTIONAL MATERIALS. TMC shall be responsible for
providing a Promotional Program, Promotional Materials and Promotional
Expense Budget that (i) will not involve the counseling or promotion of a
business arrangement that violates federal or state law; (ii) will be in
compliance with the AMA Guidelines on Gifts to Physicians from Industry;
and (iii) shall not require or encourage the Sales Representatives to
offer, pay, solicit
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<PAGE> 7
or receive any remuneration from or to Prescribers to induce referrals or
purchase of TMC Product. TMC shall be responsible for providing written
guidelines for proper use of the TMC's Promotional Expense Budget.
2. TRAINING AND PERIODIC SALES MEETINGS.
TMC shall be responsible for the following:
- Programming and materials for initial Sales Force training of 7-9 days
duration. The initial training agenda shall include 8 hours designated
for Innovex training regarding personnel management, compensation and
benefits and field administration.
- Programming, materials and facilities for periodic sales meetings of
2-3 days duration or otherwise as agreed by the parties.
2. PDMA. TMC and Innovex shall cooperate in connection with PDMA compliance
investigations and audits. TMC will provide to Innovex for review and
comment, a copy of any PDMA compliance report in connection with the Sales
Force, prior to filing with the FDA.
3. SALES DATA. TMC shall be solely responsible for obtaining historic and
ongoing sales data regarding TMC Products.
4. BUSINESS CARDS; PORTFOLIOS. Innovex shall supply the Sales Force with
business cards, the content of which shall be subject to approval by TMC,
such approval not to be unreasonably withheld. Innovex shall supply the
Sales Force with detail portfolios.
5. SALES FORCE TRAVEL EXPENSES. TMC shall be responsible for the following
Sales Force travel, lodging and meal expenses, when necessary and actually
incurred by the Sales Force (in the amounts authorized in a mutually agreed
Sales Force travel expense budget):
- Travel expenses of Sales Force in connection with all training and
periodic sales meetings
- Travel expenses for Field Coordinators and National Sales Manager in
connection with field management in the territories.
6. SALES & MARKETING SUPPORT. TMC-employed Regional Managers shall provide
sales and marketing support and direction to the Sales Representatives. TMC
Regional Managers shall not be involved with the discipline and work
evaluations of the Sales Force except in an advisory capacity.
FEES AND PASS-THROUGH EXPENSES
1. a. PASS-THROUGH EXPENSES. "Pass-Through Expenses" shall mean the reasonable
and necessary out-of-pocket costs and expenses actually incurred by Innovex
in providing Services, in accordance with a mutually agreed written budget
or the express terms of the Work Order.
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CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
b. DAILY FEES. TMC shall pay Innovex a Daily Fee for each Day Worked by
Sales Representatives and Field Managers during the Project Term. The Daily
Fees and total estimated Daily Fees during the Project Term are stated in
the following tables:
YEAR ONE (10/16/2000 TO 12/10/2001)
<TABLE>
<CAPTION>
ESTIMATED ESTIMATED
DAYS WORKED TOTAL DAYS ESTIMATED
SALES FORCE POSITIONS NUMBER DAILY RATE WORKED WORKED TOTAL FEES
--------------------- ------ ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Sales Representatives 52 $[**] 232 12,064 $[**]
---------------------------------------------------------------------------------------------------
Field Coordinators 2 $[**] 251 502 $[**]
---------------------------------------------------------------------------------------------------
Nat'l Sales Director (.1 FTE) 1 [**]
---------------------------------------------------------------------------------------------------
Nat'l Sales Manager (.1 FTE) 1 [**]
---------------------------------------------------------------------------------------------------
Project Admin. (.2 FTE) 1 [**]
---------------------------------------------------------------------------------------------------
ESTIMATED TOTAL FEES $[**]
---------------------------------------------------------------------------------------------------
</TABLE>
YEAR TWO (12/11/2001 TO 12/10/2002)
<TABLE>
<CAPTION>
ESTIMATED ESTIMATED
DAYS WORKED TOTAL DAYS ESTIMATED
SALES FORCE POSITIONS NUMBER DAILY RATE WORKED WORKED TOTAL FEES
--------------------- ------ ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Sales Representatives 52 $[**] 232 12,064 $[**]
---------------------------------------------------------------------------------------------------
Field Coordinators 2 $[**] 232 464 $[**]
---------------------------------------------------------------------------------------------------
Nat'l Sales Director (.1 FTE) 1 [**]
---------------------------------------------------------------------------------------------------
Nat'l Sales Manager (.1 FTE) 1 [**]
---------------------------------------------------------------------------------------------------
Project Admin. (.2 FTE) 1 [**]
---------------------------------------------------------------------------------------------------
ESTIMATED TOTAL FEES $[**]
---------------------------------------------------------------------------------------------------
</TABLE>
2. TAKE-ON FEE. Innovex shall charge TMC a fee for each Sales Representative
or Field Coordinator that becomes employed by TMC or a TMC Affiliate during
the first 12 months of such employee's provision of services to TMC under
the terms of this Work Order. The fee shall be equal to [**] percent
([**]%) of the employee's then current Innovex annual salary if the
employee is taken on during the first six months of such provision of
services and [**] percent ([**]%) during the next six months. The fee shall
be due and payable upon the employee's commencement of employment with TMC.
There shall be no take-on fee for any Sales Representative or Field
Coordinator that becomes employed by TMC or a TMC Affiliate after such
employee has provided twelve months of services under the terms of this
Work Order. In addition, if the turnover rate exceeds [**] percent ([**]%)
during Year One of the Project Term (i.e. turnover of [**] more territories
between 10/16/2000 and 12/10/2001, TMC shall have the option to rollover
and employ the entire Sales Force without obligation to pay any take-on fee
in connection with such rollover; provided, however, the exercise of this
option by TMC shall not shorten the termination notice provisions of
Section 11 of the Master Agreement. The calculation of turnoiver shall
exclude
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<PAGE> 9
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
(i) any Sales Representative that is hired by TMC or a TMC Affiliate; and
(ii) any Sales Representative that is terminated or removed from the Sales
Force at the request of TMC.
3. INCENTIVE PLAN ADMINISTRATION. TMC shall pay Innovex an amount equal to (i)
the amount of all incentive compensation earned by Sales Representatives
and Field Coordinators in accordance with the terms of the Incentive Plan;
and (ii) an amount equal to [**]% of the incentive compensation for
Innovex's employer costs (payroll taxes).
4. PAYMENT SCHEDULE. Innovex shall invoice TMC monthly for all Daily Fees,
Take-on Fees and Pass-Through Expenses. At the end of each calendar month
Innovex shall provide TMC a list of the billable Sales Force personnel and
the total number of Days Worked multiplied by the respective Daily Fee
rate. Innovex shall invoice TMC in advance for all incentive compensation
and related employer costs, and the incentive compensation shall be paid to
the Innovex Personnel by Innovex only after TMC pays to Innovex the amount
of the applicable incentive compensation invoices.
5. RECOVERY OF COSTS UPON EARLY TERMINATION. If TMC terminates this Work Order
before December 10, 2001, then in addition to all Fees and Pass-through
Expenses that are payable in accordance with Section 11.5 of the Master
Services Agreement, TMC shall also pay to Innovex (a) any non-cancelable
obligations incurred in accordance with the terms of this Work Order, net
of recoveries (e.g. cancellation fees, computer lease termination fees);
and (b) the amount of $[**] for each month remaining (prorated for partial
months) prior to December 10, 2001 (at the conclusion of the contractual
notice period), to compensate Innovex for unamortized costs of recruitment,
training, and ITMS start-up.
6. Fee Deposit. In accordance with the terms of the Letter of Intent, TMC has
paid Innovex the amount of $[**] on October 16, 2000, and TMC shall pay an
additional sum of $[**] on or before December 31, 2000. This amount shall
continue to be held by Innovex and will be credited towards the invoices
for Fees and Pass-Through Expenses for the final two months of the Project
Term and upon the early termination of this Work Order.
7. EXPENSE ALLOCATION CHART. The financial responsibility of Innovex and TMC
for expenses and costs of Sales Force operation shall be allocated in
accordance with the terms of this Work Order, which are summarized for
illustrative purposes in the "Sales Force Expense Allocation" chart
(Attachment A).
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Confidential Materials omitted and filed separately with
the Securities and Exchange Commission. Asterisks denote omissions.
SPECIAL TERMS
1. Notwithstanding anything in this Work Order or the Master Services
Agreement to the contrary, TMC shall not be allowed to terminate this Work
Order or the Master Services Agreement on earlier than 90 days notice due
to any delay or failure of AngiomaxTM to be approved by the FDA.
2. The Daily Fees recited above are conditioned upon Innovex paying the
following average annual salaries, using a combination of the three Salary
Tiers as outlined in the Angiomax Representative Profile (Attachment B):
PER REP. PER F.C.
-------- --------
Projected Salaries $[**] in Year One $[**] in Year One
----------------------------------------------------------------------
$[**] in Year Two $[**] in Year Two
Beginning with the monthly invoice for December 2000 (to be prepared in
January 2001), Innovex will calculate the average annual salary actually to
be paid to Sales Representatives and Field Coordinators during Year One,
and shall make an appropriate adjustment to the Daily Fees, provided,
however, the average annual salary per Sales Representative does not exceed
$[**] in Year One or $[**] in Year Two. At the end of March 2001 and
quarterly thereafter, Innovex will reconcile its actual average annual
salary against the projected salary, above, and make an appropriate
adjustment to the Daily Fees.
3. Innovex shall be entitled to earn in connection with the sales and
marketing services provided pursuant to this Work Order up to $[**] in
incentive compensation based on the percentage of sales achieved over a Net
Sales Target as described in Chart II below. The applicable Net Sales
Target shall be as agreed by the parties in good faith. Should the parties
fail to agree on an applicable Net Sales Target for either Year One or Year
Two prior to the time Sales Representatives begin detailing Customers
during that year, then Innovex's incentive compensation for that year shall
be $[**] (without regard to whether or not actual sales meet or exceed a
sales target). The incentive compensation shall be payable to Innovex on or
before 3/1/2002. Year Two incentive compensation shall be payable to
Innovex on or before 3/1/2003. In the event the Agreement is terminated
during Year One or Year Two, the applicable Net Sales Target and incentive
compensation due for that year shall be prorated as outlined in the example
contained in Chart I below.
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CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
CHART I
EXAMPLE INCENTIVE: EARLY TERMINATION
Termination Date 10/1/01
---------------------------------------------------------------------------
Innovex Field Time in 2001 9 months (1/4/01- 9/30/01)
---------------------------------------------------------------------------
Proration Factor 0.75 (9 of 12 months)
---------------------------------------------------------------------------
2001 Net Sales Target $[**]
---------------------------------------------------------------------------
2001 Net Sales Actual $[**]
---------------------------------------------------------------------------
% of Sales Target 116%
---------------------------------------------------------------------------
Payout Schedule $[**]
---------------------------------------------------------------------------
Payment due Innovex $[**] x 0.75)
---------------------------------------------------------------------------
CHART II
% of Sales v. Net Incentive Compensation Payable to Innovex
Sales Target for Actual Sales vs. Target
---------------------------------------------------------------------------
Total Amount Payable
---------------------------------------------------------------------------
100% (target) $0 $0
---------------------------------------------------------------------------
102% $[**] $[**]
---------------------------------------------------------------------------
104% $[**] $[**]
---------------------------------------------------------------------------
106% $[**] $[**]
---------------------------------------------------------------------------
108% $[**] $[**]
---------------------------------------------------------------------------
110% $[**] $[**]
---------------------------------------------------------------------------
112% $[**] $[**]
---------------------------------------------------------------------------
114% $[**] $[**]
---------------------------------------------------------------------------
116% $[**] $[**]
---------------------------------------------------------------------------
118% $[**] $[**]
---------------------------------------------------------------------------
120%+ $[**] $[**]
---------------------------------------------------------------------------
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<PAGE> 12
In Witness Whereof, TMC and Innovex have caused this Work Order # 8475 to be
duly executed on their behalf by their authorized representatives and made
effective as of Effective Date of Work Order appearing above.
ACCEPTED AND AGREED TO BY:
THE MEDICINES COMPANY INNOVEX LP
By: Innovex America Holding
Company, its General Partner
/s/ Thomas P. Quinn s/s John E. Monahan
---------------------------- -----------------------------
By: Thomas P. Quinn By: John E. Monahan
Title: VP Sales and Marketing Title: President
Date: November 17, 2000 Date: November 17, 2000
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<PAGE> 13
ATTACHMENT A TO SALES FORCE WORK ORDER
SALES FORCE EXPENSE ALLOCATION
OCTOBER, 2000
PROJECT # 8475
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
INNOVEX TMC
DIRECT PASS-THROUGH DIRECT
CATEGORY EXPENSES EXPENSES EXPENSES
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Salary, including payroll taxes, for Sales Representatives, Field X
Coordinators, National Sales Manager
------------------------------------------------------------------------------------------------------------------------
Incentive compensation (bonus) for Sales Representatives & Field X
Coordinators, including payroll taxes
------------------------------------------------------------------------------------------------------------------------
Benefits package, including (401k), ESOP, ESPP, medical, dental, Rx, X
vacation, holidays
------------------------------------------------------------------------------------------------------------------------
Auto Costs, including monthly allowance, mileage reimbursement, parking and X
tolls.
------------------------------------------------------------------------------------------------------------------------
Basic Business Expenses, including phone, paper supplies, postage and voice X
mail.
------------------------------------------------------------------------------------------------------------------------
Business Cards & Portfolio; Cell Phones X
------------------------------------------------------------------------------------------------------------------------
Call Reporting; ITMS X
------------------------------------------------------------------------------------------------------------------------
Computers for Sales Force Representatives, including software, X
helpdesk support, data/replication lines; combo fax/printer/copier
------------------------------------------------------------------------------------------------------------------------
Infrastructure support (operations, HR, finance, legal) X
------------------------------------------------------------------------------------------------------------------------
Liability Insurance: employment, workers comp, E & O, CGL, auto X
------------------------------------------------------------------------------------------------------------------------
Recruitment and re-recruitment, includes drug screens, background and X
motor vehicle checks
------------------------------------------------------------------------------------------------------------------------
Meetings: TMC national, regional and district meetings; product X
launches
------------------------------------------------------------------------------------------------------------------------
Promotional Expense Budget (access money) X
------------------------------------------------------------------------------------------------------------------------
Promotional Program and Promotional Materials (sales aids) X
------------------------------------------------------------------------------------------------------------------------
Promotional marketing expenses, including sales data X
------------------------------------------------------------------------------------------------------------------------
Training program, materials and facilities; initial and follow-up X
------------------------------------------------------------------------------------------------------------------------
Travel Expenses (air, hotel & meals) for Sales Reps, Field
Coordinators, National Sales Manager, National Sales Director for:
*Interviewing X
*Training X
*Territory travel for field management purposes X
------------------------------------------------------------------------------------------------------------------------
</TABLE>
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EXHIBIT 1 TO SALES FORCE WORK ORDER
ADDITIONAL SALES REPRESENTATIVE REQUEST FORM
This Request for Additional Sales Representative is issued pursuant to the
Master Services Agreement between TMC and Innovex, dated October 10, 2000 and
Work Order # 8475, dated October 10, 2000. (Sales Force # 8475).
--------------------------------------------------------------------------------
PART 1 To be completed by TMC
Attach any relevant, helpful information
--------------------------------------------------------------------------------
NUMBER OF SALES REPRESENTATIVES
REQUESTED
--------------------------------------------------------------------------------
TERRITORY LOCATION(S)
--------------------------------------------------------------------------------
REQUESTED START DATE
--------------------------------------------------------------------------------
AUTHORIZED CUSTOMER REPRESENTATIVE Signature: ___________________________
SUBMITTING REQUEST Name:
Title:
Date:
Phone:
Fax:
--------------------------------------------------------------------------------
PART 2 TO BE COMPLETED BY INNOVEX
INNOVEX SHALL RESPOND WITHIN TEN (10)
BUSINESS DAYS AFTER RECEIPT OF THE
ADDITIONAL SALES REPRESENTATIVES REQUEST.
--------------------------------------------------------------------------------
This Additional Sales Representative Request is Accepted, and Recruitment
Request Form was Received by Innovex shall begin immediately:
on the following date: ______________________________________
(sign and date)
_____________________ Contact Person:
Phone:
--------------------------------------------------------------------------------
REQUEST IS NOT ACCEPTED (identify above
information which must be clarified or
changed before Request may be accepted
by Innovex):
_______________________________________
(sign and date)
Contact Person:
Phone:
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CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
ATTACHMENT B TO THE SALES FORCE WORK ORDER
ANGIOMAX
REPRESENTATIVE PROFILE
Tier 1 Candidate ($[**] - $ [**])
- 3 - 5yrs. pharmaceutical sales experience
- 2 years hospital sales experience
- 2+ years cardiovascular background
- Sold Cath Lab drugs
- GP IIb/IIIa inhibitors
- Plavix
- Ticlid
- Thrombolytics
- Activase
- Retavase
- Streptase
- Eminase
- Abbokinase (best chance)
- LMWH
- Lovenox
- Fragmin
- Normiflo
- Orgaran
- Or sold Cath Lab devices
- Catheters
- Stents
- Sheaths
- Commodity cath lab sales
- Etc.
- Cath Lab contacts via other cardiology hospital-based pharmaceutical sales
- Pfizer/Parke Davis
- BMS
- Etc.
- Proven sales track record - sales awards and sales contest winners
TIER 2 CANDIDATE ($[**] - $ [**])
- 2 - 3yrs. pharmaceutical sales experience
- Cardiovascular experience preferred
- Smaller pharma. cardiovascular hospital representatives
- Big pharma. cardiovascular field representatives
- Statins
- Aces
- AII's
- CCB's
- Antihypertensives
- Contrast imaging sales representatives
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CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
- Hospital based personnel with cardiovascular background
- Pharmacists
- CCU nurses
- Cath lab nurses
- Cath Lab techs
TIER 3 CANDIDATE ($[**] - $ [**])
- Top-notch sales people that want to break into the industry
- Nurses
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