This excerpt taken from the CVS 8-K filed Feb 26, 2007.
Caremarks Financial Advisors
Under the terms of separate letter agreements, Caremark has agreed to pay its financial advisors, UBS Securities LLC (UBS) and J.P. Morgan Securities Inc. (JPMorgan) customary fees for their financial advisory services in connection with the merger with CVS (the Merger), portions of which were payable in connection with their opinions and significant portions of which are contingent upon the completion of the Merger. Specifically, Caremark has agreed to pay each of UBS and JPMorgan $1.5 million in connection with its opinion and an additional $17.5 million upon the completion of the Merger. Caremark may also pay each of UBS and JPMorgan an additional fee of $1 million, in its discretion. Further, Caremark has agreed to pay each of UBS and JPMorgan a termination fee if a transaction with CVS is not completed and Caremark receives a termination fee from CVS with respect to the transaction.
If, within a specified period, Caremark enters into an agreement with respect to, or completes, a merger, business combination, acquisition or other extraordinary corporate transaction with a third party other than CVS (including, without limitation, Express Scripts), UBS and JPMorgan will each be entitled to the same transaction fees with respect to the alternative transaction as would have been received upon the completion of the Merger with CVS. Under the terms of the UBS and JPMorgan engagement letters, the right of UBS and JPMorgan to receive such an alternative transaction fee only arose if a transaction with CVS was publicly announced prior to the completion of such alternative transaction. Any termination fee paid to UBS or JPMorgan with respect to the CVS transaction will be offset against any transaction fee paid or payable to such financial advisor in connection with an alternative transaction.