Portions of this exhibit were omitted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Such portions are marked by [***]. CONFIDENTIAL Project Corner CSO SOWStatement of WorkDate October 2, 2012This proposal is protected under the copyright laws of the United States and other countries as an unpublished work. This proposal contains information that is proprietary and confidential to PFIZER, which shall not be disclosed outside the recipient's company or duplicated, used or disclosed in whole or in part by the recipient for any purpose other than to evaluate this proposal. Any other use or disclosure in whole or in part of this information without the express written permission of PFIZER is prohibited.

This Statement of Work (“SOW”) is made and entered into as of October 2, 2012 (“Effective Date”), by and between PDI, Inc., (together with its subsidiaries and Affiliates, “PDI”), having its principal place of business at Morris Corporate Center 1, 300 Interpace Parkway, Parsippany, NJ 07054, and PFIZER, Inc. (together with its subsidiaries and Affiliates “PFIZER”), having its principal place of business at 235 East 42nd Street, New York, New York 10017-5755.

This Statement of Work is entered into pursuant to the Amended and Restated Master Services Agreement, effective September 23, 2009, as amended on September 22, 2011 (“Agreement”) between PFIZER and PDI, and the Compliance with Corporate Integrity Agreement and Related Obligations Addendum, between PFIZER and PDI and is subject to all the terms and conditions set forth therein, except as may be otherwise expressly provided herein.

In the event of a conflict between the terms of the Agreement, and the terms of this Statement of Work (“SOW”), the terms in this SOW shall prevail.

Owners of This SOW:

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Deliverables

Operating model: Please see Exhibit G

Services

Will include the following, but not limited to:

PDI Contact Person - PDI's primary point of contact for the Program.

PDI Personnel - all PDI's employees involved in support of Program, including Representatives, Regional Sales Directors, District Sales Managers, Trainers, Client Services Liaison and the National Sales Director.

Applicable Laws and Regulations - means all applicable statutes, ordinances, regulations, rules or orders of any government authority, including, without limitation, the FDCA from time to time, and the Anti-Kickback Statute (42 U.S.C. §1320a-7b et seq.), all as amended from time to time.

Backfill Representative - PDI employee, recruited and deployed to backfill PDI representative vacancies within [***], responsible for selling and promoting of prescription pharmaceutical products and/or over-the-counter products as outlined in this SOW. An individual within this position may be deployed to several different Territories during the engagement.

Client Services Liaison - PDI employee responsible for overall Program execution support including implementation, operations, quality and performance, weekly/monthly operational reviews, and day-to-day issue resolution. This position is a dedicated position [***].

CUE - PFIZER's strategic approach to insure that the customer becomes central to its operations. This includes an iPad^® as well closed loop marketing capabilities.

Detail -- An interactive, face-to-face visit by a Representative and/or a District Sales Manager with a Targeted Prescriber (as defined herein) or his or her Legally Empowered Designee, during which the following may be discussed: FDA-approved indicated uses, safety, effectiveness, contraindications, side effects, warnings and other relevant characteristics of the Products which are described by the Representative in a fair and balanced manner consistent with the requirements of the Federal Food, Drug and Cosmetic Act, as amended, and using, as necessary or desirable, the Product Labeling or the Product Promotional Materials designated by PFIZER. When used as a verb, “Detail” or “Detailing” shall mean to engage in a Detail as defined here.

District Sales Manager - means any individuals assigned by PDI to generally oversee the Representatives' activity and interact with PFIZER designated personnel to assist in implementing the Program under the direction and supervision of PDI.

Estimated Pass-Thru Costs -Costs related to [***].

Field Force -any and all of the Representatives, District Sales Managers, Regional Sales Directors and the National Sales Directors engaged by PDI as provided by this Statement of Work.

ICE - PDI's CUE enabled strategic approach to insure that the customer becomes central to its operations. This includes an iPad^® as well closed loop marketing capabilities.

Legally Empowered Designee - (i) a physician affiliated with a Designated Physician; or (ii) a nurse practitioner or physician's assistant practicing under the supervision and control of a Designated Physician with legal authority to write pharmaceutical prescriptions.

Managers - the District Sales Managers, the Regional Sales Directors, the National Sales Director, and the Training Manager.

National Sales Director - an individual hired by PDI to generally oversee the Program on a full-time basis and interact with PDI designated personnel to assist in implementing the Program.

Product - the drug the Representative will promote in a Detail.

Product Labeling - all labels and other written, printed, or graphic matter upon (i) any container or wrapper utilized with a Product, or (ii) any written material accompanying a Product, including, without limitation, Products package inserts, all of which shall be provided by PFIZER.

Product Promotional Materials - all PFIZER provided written, printed or graphic material, including Product Labeling, intended for use by a Representative during a Detail, including visual aids, file cards, premium items, clinical studies, reprints, drug information updates and any other promotional support items that PFIZER deems necessary to conduct the Program. Product Promotional Materials shall include FDA approved indicated uses, safety, effectiveness, contraindications, side effects, warnings and other relevant characteristics of the Products.

Program - the program of Detailing to be conducted by the Representatives under the direction and supervision of PDI during the term of this Statement of Work.

Program Start Date - First day of Representatives home study.

Representative - an individual assigned by PDI to conduct Details of the Products, who are full-time employees of and is compensated by PDI, and whose activities in connection with the Program and Details shall be under the supervision and direction of PDI…

Regional Sales Director or National Sales Directors- any individuals hired by PDI to generally oversee the District Sales Managers' activity and interact with PFIZER designated personnel to assist in implementing the Program

SOW Effective Date - Date SOW Agreement is signed.

Targeted Prescriber - a medical professional or his or her Legally Empowered Designee who has been specifically identified by PFIZER as an HCP which shall be detailed by Representatives on a specified product(s).

 

Term - the period of time beginning on the Program Start Date and ending on the Program End Date.

Territory - the geography determined by PFIZER and communicated to PDI for which PDI will hire a Representative to provide Detailing activities.

Training Manager - means an individual assigned by PDI to generally oversee the Representatives' activity with respect to training matters, subject to the training program requirements and logistics described below in this Task Order. [***] The Program will also leverage the training resources assigned to the other Pfizer programs with PDI.

Vacancy - a Territory is considered vacant if PDI does not have an active Representative in an assigned Territory after the Representative had passed training and started selling the Product. A Territory is not considered vacant if a Backfill Representative is able to be deployed to that Territory. Notwithstanding any contained herein to the contrary, a Territory is not considered vacant if a Representative for a vacant Territory is in training.

During the Term of this Program, PDI shall be responsible for the following duties and obligations to the extent applicable in connection with this Program:

PDI will recruit and hire Representatives (who meet the experience and qualifications outlined in the agreed upon job description), whose activities shall be to Detail the Products requested by PFIZER, and agreed to by PDI, in the approved Territories, or other related services as requested by PFIZER to PDI. PDI may begin sourcing based on designated geographies when approved in writing by PFIZER.

Upon written notification to PDI from PFIZER of any additional open geographic Territories for which PFIZER would like PDI to assign a Representative, PDI will begin sourcing and screening candidates immediately thereafter. PFIZER and PDI agree to develop a rolling calendar to support post launch training needs for backfill and Representatives to support PDI's newly assigned Representatives. Additional training may be required to support business needs on an ongoing basis.

PDI shall not assign any Representatives, District Sales Managers, Regional Sales Director, and/or National Sales Director for the Program who are known by PDI to have been previously employed with PFIZER, without PFIZER's prior approval. All candidates for Representatives, District Sales Managers and/or Regional Sales Director, and/or National Sales Director on the Program will be submitted to PFIZER prior to an assignment to provide services to PFIZER, so that PFIZER can validate that they are eligible to provide services to PFIZER (which eligibility may be impacted by the individual having previously been employed by and received severance from PFIZER), and PFIZER will provide confirmation that such candidates may be assigned to the Program to PDI within 5 business days.

During the term of this Agreement, PDI will be responsible for recruiting and hiring new candidates, through a comprehensive recruiting and interviewing process, for any vacant field force positions or as otherwise requested by PFIZER.

The Field Force will consist of: [***]. District Sales Managers and Regional Sales Directors will be added to or reduced from the Program as mutually agreed to maintain the appropriate span of control based upon the number of Representatives.

PFIZER will not be named or alluded to in any ads. The related hiring profiles and job descriptions are as provided in Exhibit C. These hiring profiles and job descriptions may be altered with notice by PFIZER as agreed to by PDI. Sourcing activities will include use of PDI's candidate database, artificial intelligence tools, advanced internet recruiting strategies, referrals, networking, and diversity recruiting. PDI will track the progress of all candidates via its applicant tracking database, and will provide regular recruiting progress reports to PFIZER as follows:

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Sourcing, screening and interviewing of candidates shall be done by PDI in accordance with PDI's standard process and shall include, but may not be limited to, the following:

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Unless otherwise agreed to in writing, offers will be extended upon successful completion of background investigation consistent with PFIZER guidelines: validation of work and education history, confirmation of a valid driver's license, review against the United States General Services Administration (GSA) and Health & Human Services (HHS)/Office of Inspector General (OIG) exclusion lists, and completion of drug screen designed to detect the presence of illegal drugs. The complete candidate screening process must be completed prior to the date of hire of any candidate. In addition, PDI must ensure that for the duration of this Program, an appropriate drug screening process is in place. PFIZER will determine if PFIZER may be named, referred to or alluded to during the interview process.

Recruiting and hiring expenses for the Field Force beyond those initially assigned to the Program (excluding any positions added in connection with an expansion or re-alignment of the territories) are to be incurred by PDI as outlined in Program costs.

As the employer of the Representatives, PDI shall have responsibility for their direction and control under the supervision of the National Sales Director, Regional Sales Director, and District Sales Managers. To that extent, PDI will be responsible for administering compensation, benefits, expense management, incorporating PFIZER expense guidelines and PDI performance improvement management process. In addition, PDI will incorporate all applicable PFIZER guidelines and policies with respect to incentive compensation plan design. PDI agrees that the Representatives and other PDI Personnel will cooperate fully with PFIZER Program Lead in their monitoring of the Program.

PDI District Sales Managers will complete PDI Field Coaching Form during applicable field-coaching sessions. As set forth in Exhibit B, PDI District Sales Managers are expected to spend a minimum of [***] of available time in the field coaching their Representatives, which includes field travel time. The remaining [***] of the District Sales Managers' time will be spent on administrative activities, including recruitment, as well as, meetings with KOL's, Advocacy Groups, and other key influencers.

Client Services Liaison, who will be accountable for program from conception to close out, will oversee functions such as implementation, operations, quality and performance, weekly/monthly operational reviews, and day-to-day issue resolution, etc. This individual will need to be on-site in New York (full time - 5 days a week) from beginning of Recruitment until Program deployment date. Client Services Liaison is expected to provide overall program execution support as set forth in Exhibit C. Supporting the Client Services Liaison during the Program launch will be a project manager for a period of fifteen weeks.

PFIZER Program Lead will serve as the point of contact for providing strategic direction to the National Sales Director regarding brand strategies as well as strategic approaches to core organizational operations and execution that will directly impact promoted product performance. This may include PFIZER Program Lead and PDI's the National Sales Director working jointly in these areas.

Examples include, but are not limited to, PFIZER Program Lead and PDI's the National Sales Director developing and implementing the following:

[***]

Although PFIZER will not be involved in supervision or management of PDI Personnel, PDI will review such processes with PFIZER's Program Lead to identify opportunities for process improvement that can drive better field performance. Examples include procedures for recruiting/hiring, on-boarding, and performance management. PDI will also develop and implement procedures and/or performance metrics to track the performance of the PDI field force. Performance metrics will include those relating to a variety of factors, which may include sales performance, call plan adherence, recruiting and hiring, offers pending, time to fill, turnover, Detail/Representative quality (utilizing third party data) and completion of annual performance reviews.

PDI's Human Resources department will maintain a comprehensive performance management process for the Field Force during the term of this SOW which may include, among other things:

[***]

PFIZER and PDI leads will meet [***] to review PDI's performance which includes sales performance, as well as execution of ongoing business operations and execution as outlined above. Following these quarterly meetings PFIZER will provide written feedback outlining successes and agreed upon action plans. A similar approach will be executed post all training classes and POA meetings.

PDI will apply proven performance management strategies to support sustainable program results. This process encourages proactive, frequent coaching and feedback supported by documentation. The process focuses on results, ensuring timely recognition of individual success and resolution of any performance issues.

As the employer of the Representatives and Managers, PDI shall have responsibility for their direction and control under the supervision of the National Sales Director, and with respect to the Representatives, the Regional Sales Directors and District Sales Managers. To that extent, PDI will be responsible for administering compensation, benefits, expense management incorporating PFIZER expense guidelines that are communicated to PDI, and the employee performance management process. PDI employees working on this program will be notified of such and sign an agreement acknowledging that PDI is their employer.

If PFIZER reasonably believes that the performance of any Field Force personnel is unsatisfactory for any reason (including without limitation a failure to pass training and testing requirements), PFIZER shall notify PDI in writing or document in PDI's field coaching guide and PDI shall address the performance of such person in accordance with PDI policies.  If PFIZER reasonably believes that the performance skills have not or cannot be addressed, after the appropriate performance improvement plan has been implemented, PFIZER can request that such person be removed from performing services under the Program. PDI will bear the cost of recruiting for a replacement for that Territory.

If any PDI Personnel is alleged to have violated, and/or is in violation of PFIZER's Blue Book and/or PFIZER's Orange Guide, PDI will promptly investigate the matter. PFIZER reserves the right, upon the findings of the investigation and demonstration of cause, to request the immediate removal of the individual from performing services under the Program.  

As referenced in Section 12 of the Compliance with Corporate Integrity Agreement and Related Obligations Addendum, and notwithstanding anything herein or in the Agreement to the contrary, PFIZER may deny and/or exclude immediately without prior approval of PDI, any PDI employee from performing services under this SOW due to violation or suspected violation of Compliance Policies or the Corporate Integrity Agreement by providing written notice to PDI.

If any PDI Personnel is in violation of any PDI policy and such violation merits immediate termination under such policy (including without limitation, an unsuccessful background clearance or drug screen failure), PDI shall immediately remove such person from assignment with PFIZER.

PDI will apply own proven strategies for Representative retention, to support sustainable program results. This process may include, but is not limited to, proactive coaching, timely recognition of individual success, and use of innovative incentive rewards.

Turnover of PDI Field Force assigned hereunder shall be managed by PDI. Turnover shall be minimized and, in any event, on an annual basis, shall not exceed [***].

 

For Territories that become vacant due to turnover or an approved leave of absence, PDI will discuss with PFIZER the options to address that vacancy. Based on the business requirements of the vacant position, PFIZER may elect to support the vacancy through backfilling the position, a multi-channel approach, or by leaving the vacancy open.

PDI will provide ongoing trained and available Backfill Representatives and will make every effort to maintain [***] coverage within [***] of any vacancy. PDI will hire a team of [***] regionally deployed Representatives to serve as Backfill Representatives for any open Territory.

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For regular voluntary and involuntary turnover during the course of business, PDI will close out each Representative in co-operation with PFIZER. These costs are included in the Program Budget and will not be incremental.

Upon Program close out, PFIZER may close out all Representatives by relying on a 3^rd party service provider or request that PDI close out its Representatives under the Program Budget and will not be incrementally billed to PFIZER; provided that Pfizer utilizes the resources currently assigned to the Program to assist with such close out and no third party costs are incurred by PDI.

PDI will provide a vehicle to all full-time Representatives, District Sales Manager, Regional Directors and National Sales Director that is appropriate for the performance of their assignments. For example, Representatives required to transport promotion material must have a vehicle of an appropriate size to do so. Regional Sales Directors and/or District Sales Managers required to transport customers must have a vehicle of an appropriate size and configuration to do so (i.e. a four door sedan or equivalent). Convertibles, two-seater sports cars, soft-sided jeeps and pick-up trucks are not considered appropriate.

All PDI Representatives required to transport Product Promotional Materials or other PFIZER or customer property must have a vehicle with a lockable trunk or other secure (locked), waterproof, out of sight area/container. The vehicle exterior should be maintained without scratches, dents, visible rust, cracked windows, cracked/broken lights (including directional lights) or bald tires. The vehicle interior should be maintained with no torn fabric/leather and be neat in appearance.

PDI must ensure that all Representatives (1) have an automobile that is available for business purposes, (2) carry automobile liability insurance on such automobile in amounts specified by PDI throughout the duration of this SOW and (3) maintain a valid driver's license throughout the duration of this SOW. Failure to provide annual notification of automobile liability insurance or a valid driver's license will subject PDI to the removal of Representative(s) from PFIZER the Program and PDI will be responsible for all expenses associated with replacement of personnel.

PDI will assist PFIZER in promoting Product by Representatives performing Product Details to the Targets as set forth herein.

During the period of January 2, 2013 through December 31, 2015, PDI will use commercially reasonable efforts to ensure the Representatives make the following number of Product Details during the sales calls to Targets:

PDI and Pfizer will mutually agree in writing no later than November 15, 2012 on the number of Product Details by quarter for the January 1, 2013 through December 31, 2013 period. PDI and Pfizer will mutually agree in writing no later than November 15, 2013 on the number of Product Details for the January 1, 2014 through December 31, 2014 period. PDI and Pfizer will mutually agree in writing no later than November 15, 2014 on the number of Product Details for the January 1, 2015 through December 31, 2015.

PDI District Sales Manager will participate in ongoing targeting and call planning meetings. The subsequent output will be a list of approximately [***] Target Prescribers. This list along with recommended call frequency should guide daily activity in line with direction given by the PDI District Sales Manager. All activity should be on prescribers that are Target Prescribers provided by PFIZER, provided that none of these prescribers are associated with an excluded specialty as noted on the excluded specialty list provided by PFIZER. Overall PDI call goals are contained within Exhibit B.

PDI may provide occasional meals to individual healthcare professionals in the course of Detailing under the Agreement, but only in accordance with PFIZER policies and guidelines, the CIA, and Applicable Laws and Regulations, as well as industry standards, including without limitation, the guidelines set out in the then-current PhRMA Code on Interactions with Healthcare Professionals.  PDI confirms that it uses a system with the functionality to track information regarding meals, including but not limited to the total number of individuals at every such meal, the total dollar amount of every such meal and the full names of every licensed prescriber at every such meal. PDI agrees to provide to PFIZER (1) no later than 30 days after the end of each calendar month the data described in PFIZER's Worldwide Technology document entitled 'Health Care Professional (HCP) Payment Disclosure Transaction Repository Interface Specifications with PDI (Version 0.a, dated June 23, 2010)' and meets the level of detail required for the relevant period about all meals provided by PDI in the course of Detailing under the Agreement, and (2) without limitation and at such times designated by PFIZER, in its sole discretion, any and all documents, reports and information that PFIZER determines, in its sole discretion, that it needs about such meals in order to comply with its obligations under the CIA, including but not limited to, its obligations to post Payments to healthcare professionals online and federal, state and/or local laws.  Any information provided by PDI pursuant to the previous sentence will be truthful and accurate, and will not omit any information regarding meals that PDI may provide to licensed prescribers during the relevant quarter. PDI agrees that the cost of any such meals provided in the course of Detailing under the Agreement, will be a Pass Thru Costs as outlined in Section 9 and Exhibit G. PFIZER will direct the use of meal funds and PDI will be responsible for the tracking of actual spend.

With respect to number (2) above, and any new federal requirements (including the Physician Sunshine Act expected to take effect some time in 2013, it is expected that the processes supporting the monthly data feeds outlined in (1) above would fulfill Pfizer's reporting needs.  However, should there be new requirements from Pfizer or the state/federal governments, requiring either programming changes to our expense reporting system, changes to existing data feeds or the addition of new data feeds, or changes to existing reports or the addition of new reports, the parties will mutually agree as to the incremental cost associated with such change.  New requirements may also require more investigation and follow up with the field, requiring additional compliance headcount to support, for which the parties will mutually agree as to the incremental cost associated with such change.

PFIZER will send PDI additional instruction outlining the responsibilities in the allocation of meal budgets. PDI agrees to comply with these instructions once they are received.

PDI Field Force may only Detail the Product via the iPad^®, and may not use, show or provide any hard copy Product Promotional Materials, unless approved by PFIZER for such use outside of the iPad.

If promotional content has not yet been made available when Detailing commences, PDI Field Force will be permitted to conduct the Detail in accordance with a PFIZER provided alternative procedure, other than the iPad^®, that will be comparable to the procedure allowed for PFIZER sales representatives under such circumstances. If an alternative procedure is used, the Detail will still be entered in the PDI ICE system and all PFIZER policies and SOPs shall remain applicable.

All PDI Field Force must be ICE enabled and certified before being able to actively promote PFIZER Products to customers.

For purposes of the Agreement, to the extent an iPad^® is unavailable for a Detail due to technical problems, PDI Field Force will be permitted to conduct and record the Detail in accordance with a PFIZER provided alternative procedure that will be comparable to the procedure allowed for PFIZER sales representatives under such circumstances.

PDI shall maintain records of all completed Details, including the maintenance of call notes, and utilization of Representatives' expenses via PDI's equipment and software. PDI is working with the PFIZER teams to include a feature in the field software tool that will allow for the entry of medical information requests, with the implementation to be completed prior to Program launch. PDI will provide T&E reporting and HR solutions. For any PDI provided solutions, the Representatives will utilize PDI helpdesk service.

PDI will provide the Field Force with an iPad and laptop computer and will maintain that equipment in support of this Program, including standard field software, including a sales force automation tool that allows for all prescriber universe management; including call activity. The Managers will also be provided with Microsoft Windows/Office. These tools will contain all the information needed for physician call planning (Rx, targeting, segmentation, payer, etc data; provided that all such Rx, targeting, segmentation, payer and other related data will be provided to PDI by Pfizer). PDI will coordinate with Pfizer to ensure that all hardware and software is compatible with Pfizer process for CUE enablement, and provide Field Force with a color wireless printer. A spare pool will be maintained for Field Force use.

PDI will provide, through its Group DCA division, development of [***] screens of digital content for one Product for the Representatives to use on the iPad / iRep platform.  Pfizer shall provide PDI with the original digital files from Pfizer's agency by [***].  Once PDI receives such files, the files will be organized within a user interface that would be designed for the iPad and iRep. PDI will work with Pfizer to determine interactive questions and/or page ratings versus static detail pages.

Data files*:  These files are typically Adobe Photoshop (Layered), Adobe Illustrator, Hi-Res PDFs, Video's, custom Fonts or potentially others as well but these would be the probable file types. 

Equipment, paid in full by Pfizer (including the iPads,) will be returned to Pfizer at the conclusion of the Program. [***]

At the conclusion of a Program, PFIZER will return all computers, tablets, and equipment to PDI (except new equipment as outlined above) at PFIZER's expense.

PFIZER shall be responsible for the incremental costs incurred to comply with PFIZER's requirements regarding data retention, including but not limited to:

The Field Force will be supported by a pharmaceutical industry knowledgeable information technology help desk that is open from 8:00am to 11:59 pm EST Monday - Friday, 6 pm - 10 pm EST on Sunday with voicemail and email utilized for after hours/holiday/weather emergency days.

Pfizer and PDI will work together to establish an incentive compensation program for the Representatives and Managers that is in compliance with all Applicable Laws and Regulations, including the Anti-Kickback Statute. All variable incentive compensation programs (incentive compensation, contests, etc.) must be approved by both PDI and Pfizer Legal/Compliance colleagues prior to implementation. The programs will be documented and administered by PDI using sales data provided by Pfizer. All sales-based Incentive Compensation must be calculated using “factored” sales data as defined by Pfizer's policies. Within a reasonable time of the Program Start Date, Pfizer and PDI agree to compile performance metrics to track the performance of the Field Force. Payouts under the Field Force incentive compensation plan will be based [***]. PDI shall report on the performance metrics set forth in the plan as reasonably requested by Pfizer. The metrics to be used by PDI in connection with the incentive compensation program will be mutually agreed upon by PDI and Pfizer with product growth targets to be appropriately aligned to Pfizer brand targets and will be driven by sales performance with a call plan adherence component. Pfizer will determine and inform PDI, by product as measured by IMS data, if either exclusion or Rx volume factoring should occur at the provider level based on the providers' specialty. If so such Rx volume will not count towards sales performance for the designated targets.

PDI shall comply with the applicable data protection and privacy requirements required in the delivery of Services for this Program, as agreed to by PFIZER and PDI in writing, or as otherwise required by Applicable Law and Regulations.

PDI will provide reports to PFIZER which will include Detail activity and expense data on an ongoing basis for use in managing the Program. PDI shall incorporate feedback from PFIZER in the design and frequency of standard reports to aid PFIZER in the monitoring of the Program. These reports will be provided [***] or as otherwise agreed upon by PFIZER and PDI. Examples of the reports that PDI will provide to PFIZER include:

In addition, PDI will provide additional reports or data extracts that may be reasonably requested by PFIZER on an ad-hoc basis, at [***].

PDI, via the National Sales Director, will provide ongoing support for all field communications, including adaption of any appropriate PFIZER field force communications.

PDI is responsible for training pertaining to the following:

 

PDI's Training Manager will be supported by the PDI Training Managers assigned to other PFIZER project in fulfillment of the above responsibilities, as well as those outlined below. PDI will be responsible for certain ongoing training activities, including the following:

A grid outlining the respective training obligations of PFIZER and PDI hereunder is attached as Exhibit H hereto.

A list of the current Territories for the Program as of the Effective Date is attached hereto as Exhibit F. PFIZER shall verify the accuracy of the Targeted Prescriber list that is provided to PDI for such Territories, including the addresses set forth therein. PFIZER will notify PDI in writing of any change to the list of Territories, including the addition of new Territories for which PDI should assign a Representative. PFIZER will periodically validate the Targeted Prescriber list database, with PDI's reasonable assistance, and update the Targeted Prescriber list to maintain the population of Targeted Prescriber within [***] of the number of Targeted Prescriber as of the Effective Date.

PDI shall be responsible for the training of the Representatives, District Sales Managers, Regional Sales Director and National Sales Director with regards to the Products and sales approach. All expenses incurred by PDI in connection with the training programs will be billed to PFIZER as a Pass-Through Expense. In addition, PDI will provide PFIZER-required compliance training, including, but not limited to, and starter management instruction and workplace violence / harassment training.

•Products, PFIZER Selling Model, and Managed Care platforms

 

•Validation for successfully completed training

In addition, PFIZER will provide PDI will all materials for PFIZER-required Compliance training.

PFIZER shall be responsible for leading ongoing call planning meetings. The outcome from these meetings will be a PDI Territory call list containing Targeted Prescribers, along with reach and frequency goals.

PFIZER shall provide to PDI with respect to this Program, at PFIZER's expense, Product Promotional Materials in sufficient quantities to enable the Representatives to Detail the Products. The shipment, fulfillment and storage of all Product Promotional Materials shall be at PFIZER's expense, and an estimate of such costs, are included in the pass-through budget. PDI and the Field Force shall be prohibited from creating its own promotional materials or from altering any Product Promotional Materials provided by PFIZER. As requested by PFIZER, and in connection with the Detailing of the Products, PDI shall use only Product Promotional Materials, which for the purpose of this Program, means PFIZER-provided written, printed, graphic and/or other tangible materials relating to the Product and intended for use by Representatives during Calls.

PFIZER will provide PDI with monthly sales data for the Products on a national, physician level basis within 45 calendar days after the end of the applicable month during each month of the term. In addition, to the extent that PFIZER receives weekly sales data for the Products at some point during the term, PFIZER will provide a copy of such weekly sales data to PDI within 3 business days of PFIZER's receipt of such data.

PFIZER will provide PDI with response guidelines for adverse event reporting, physician questions and/or requests for additional information or materials (i.e. drug information, 800#, promotions). PFIZER will respond timely to all adverse event reporting, physician questions and/or requests for additional information or materials. Likewise, PDI will contact the appropriate PFIZER department with regard to adverse events, healthcare provider questions and requests for additional information or materials.

PFIZER will be exclusively responsible for accepting and filling purchase orders, billing and returns with respect to the Products. If PDI or the Representatives receive orders for the Products, they shall transmit such orders to PFIZER for acceptance or rejection, which acceptance or rejection shall be at PFIZER's sole discretion.

PFIZER covenants, represents and warrants that (i) the use and sale of the Products in the Territory does not and will not during the Term infringe any valid claims of a third party's intellectual property rights and (ii) the Products are currently and will be during the Term manufactured, packaged, stored, and shipped in compliance with all Applicable Laws and Regulations, including any applicable current good manufacturing practices.

Pfizer shall provide PDI with the original digital files from Pfizer's agency by October 1, 2012 should Group DCA be responsible for the PFIZER digital sales aid.

Full details of the Performance Metrics, Management fee at Risk and Service Levels Agreements are Detailed in Exhibit B.

Meetings & Cadences: There will be a standing calendar of meetings whereby specific decisions will be made and/or issues addressed. These forums are designed to formalize the process of setting direction with a view to avoid confusion over informal conversations.

[***] See Section 15, Term and Termination, for scenarios and assumptions.

PFIZER and PDI have agreed upon the cost per position for year one of the Program, as outlined in the rate card (Exhibit A.1). Based upon the rate card and the PDI resources outlined in Section 6.0, a Program Budget attached hereto as Exhibit A.2. The Program Budget is comprised of three types of costs: initial setup costs, ongoing deployment fees and Estimated Pass-Thru Costs. The Program Budget is funded up to the estimated budget amount set out in Exhibit A.2. If Pfizer requests that PDI undertake additional activities beyond the Program Budget, a change order to this SOW will be triggered to define the activity and incremental expenses. The final Program Budget will be adjusted, and mutually agreed upon, if the Program Start Date changes.

The Program Budgets for 2014 and 2015 outlined in Exhibit A.2 are based upon an estimated inflationary increase of [***]

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PFIZER will be responsible for payment to PDI of the following expenses that are not included in the 2012 Program Budget:

These costs, if required, will be invoiced with the actual Pass Thru expenses as noted above.

Any adjustments resulting from [***] will be made in subsequent billings. At the end of the Term, any unearned expenses shall be returned to Pfizer within [***].

Timeline: [***]

PFIZER will provide PDI with a Purchase Order # for all verified and contracted work. This Purchase Order number will need to be referenced in all invoices, including and specific charge, department, or account codes as advised.

When submitting invoices, in tandem to OB10, a PDF copy of all invoices submitted, an Excel spreadsheet detailing each invoice, and a copy of the OB10 confirmation will be sent to the FE Program Lead via e-mail: ***@***

Payment terms are [***], unless otherwise agreed to and noted. Included as Exhibit A.2 is an estimate for budgeting purposes only. Invoices will be sent monthly with actual charges for the correct personnel on staff for that month, as well as, pass-through costs expended.

Performance measurement and reports will be managed in accordance with the Governance procedures detailed in Section 5. Detailed Reports and SLAs are attached as Exhibits.

Changes to the program and/or this SOW will be managed in accordance with the Governance procedures detailed in Section 5. PFIZER will maintain ownership of this SOW, while either party can make modifications subject to acceptance and modifications

This Agreement shall become effective on October 2, 2012. As of that date, the activities defined in the table below will begin. [***].  In the event PFIZER terminates this SOW for any reason prior to [***], PFIZER may do so upon [***] prior written notice to PDI. PFIZER will pay PDI for any activities performed as of the date of termination including the activities outlined below. With regards to recruiting and setup activities, activities will cease as of the date of the termination notice, as further outlined in the table below. The recruiting fees for this Program [***]. In the event PFIZER terminates this SOW for any reason on or before [***], PFIZER will pay PDI for all recruiting activities [***], though such amounts will be prorated based on the work completed through the date of termination.

For illustrative purposes, the approximate liability of PFIZER at varying points in time would be as follows:

The amounts above are estimates, based on the date that PDI receives notice of termination, and include work through the end of each stated period. Depending on the timing of the notice during a period, up to an incremental $[***] may be owed to PDI to cover the [***] after the notice has been provided to PDI. The amounts billed under this provision will be reduced for any payments made previously by Pfizer relating to the activities specified above.

[***].

The Program is expected to terminate December 31, 2015. Effective as of [***], PFIZER may, for any reason, choose to terminate this SOW upon [***] written notice of termination to PDI. Should PFIZER terminate the Program at any point during the period beginning January 1, 2013 and ending December 31, 2013, for any reason, PFIZER shall pay PDI a [***].

[***]

5 = Consistent, exceptional level of performance

4 = Frequent, high level of performance

3 = Generally acceptable level of performance

2 = Somewhat unacceptable level of performance

1 = Consistently unacceptable level of performance

Final Qualitative Sub-score = weighted avg of scores for qualitative measures only, calculated at yr end or project end: <3.0 - Unacceptable. Remediation plan may be put in place.

    

PDI progress against agreed standards will be tracked as follows:

The qualitative measures are an assessment of the overall Program performance that are not tied to any financial metrics.

The quantitative measures allows for a portion of the management fee to be put at risk based on the following agreed upon performance metrics.

The following is a summary of the mutually agreed upon business metrics: