FifthAmendment to Master Service Agreement, dated February 1, 2022, by and between the Registrant and inVentiv Commercial Services, LLC
Exhibit 10-5
Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant customarily and actually treats as private and confidential.
FIFTH AMENDMENT TO PROJECT AGREEMENT (DETAILING – FIELD TEAM)
This Fifth Amendment (the “Amendment”) entered into as of the last date of signature herein and made effective as of February 1, 2022 (the “Amendment Effective Date”) is made by and between Syneos Health Commercial Services, LLC, f/k/a inVentiv Commercial Services LLC, with an office at 500 Atrium Drive, Somerset, N.J. 08873 (“Syneos Health”) and Agile Therapeutics, Inc. with an office located at 500 College Road East, Suite 310, Princeton, New Jersey 08540 (the “Client”). Syneos Health and Client may each be referred to herein as a “Party” and, collectively, as the “Parties.”
W I T N E S S E T H:
WHEREAS, Syneos Health and Client are parties to a Project Agreement (Detailing – Field Team) made as of April 30, 2020, First Amendment to Project Agreement (Detailing – Field Team) dated June 1, 2020, Second Amendment to Project Agreement (Detailing – Field Team) dated January 1, 2021, Third Amendment to Project Agreement (Detailing – Field Team) dated July 1, 2021 and Fourth Amendment to Project Agreement dated September 1, 2021 (collectively, the “Agreement”); and
WHEREAS, Syneos Health and Client desire to amend the Agreement as set forth
herein.
NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, it is agreed as follows:
Syneos Health will provide Client with a field force that shall consist of up to [***] sales representatives (the “Representatives”) and [***] engagement center representatives (the “EC Reps” and collectively with the Representatives, the “Syneos Health Sales Representatives” or “Sales Representatives”). The Sales Representatives shall detail the Client’s Product by making calls pursuant to a Call Plan on Targets. The Sales Representatives will be managed by up to [***] regional sales managers (the “RSMs”) who will also be Syneos Health employees. Syneos shall also provide [***]allocated at [***]alliance lead (the “Alliance Lead”) and [***] sales trainer manager (the “STM”). The Sales Representatives, RSMs, Alliance Lead and STM may be referred to collectively herein as the “Project Team”.
For purposes of clarity, the [***]and [***]outlined in Section I(a) and (b) of Exhibit F includes the headcount for the Project Team as set forth in the table below.
Position | Headcount | [***] |
Project Team | | |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
(a) | The table in Section I, “[***],” is hereby deleted in its entirety and replaced with the below table. |
Position | Headcount | [***] |
Project Team | | |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
(b) | The table in Section I(b), “[***],” paragraph (i) is hereby deleted in its entirety and replaced with the below table: |
[***] | [***] |
[***] | [***] |
[***] | [***] |
[***] | [***] |
(c) | The second table in Section I(c)(i), “[***],” is hereby amended to include [***]and [***]as follows: |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
(d) | The table in Section I(c)(ii), “[***],” is hereby amended to include [***]and [***]as follows: |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
(e) | The table in Section I(d), “[***],” is hereby amended to include [***]and [***]as follows: |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
(f) | The tables in Section I(e), “[***],” are hereby amended to include [***]and [***]as follows: |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***]
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***]
(g) | Section III, “[***],” the first line item is hereby deleted in its entirety and replace with the following: |
-[***]
(h) | Section IV(b), “[***],” is hereby amended to include the [***]. |
(i) | Section IV (c), “[***],” is hereby amended to include [***]. |
(j) | Section V, “[***],” the first sentence is hereby amended to include [***]. |
WHEREFORE, the parties hereto have caused this Amendment to be executed by their duly authorized representatives.
AGILE THERAPEUTICS, INC.SYNEOS HEALTH COMMERCIAL
/s/ Al Altomari By: /s/ Todd Tomasoski
Name:Name:
Title: Title:
Date: 3/17/2022Date: 3/21/2022