definiens: ) and the other Alliance Documents { as defined in Appendix A to certain of the Alliance Documents, other than the Alliance Agreement ( » ; WHEREAS, Section 4 of the Supply Agreement ( as defined in Appendix A ) contemplates that CENTOCOR and CBV will grant WFL and BW, and their Affiliates ( as defined in APpendix A ), certain rights with respect to the 17 - 1A Product ( as defined in Appendix A ) in the Ajinomoto Territory ( as defined in Appendix A ) upon the occurrence of certain events ; WHEREAS, CENTOCOR and CBV have taken all steps necessary and appropriate to terminate duly and properly the rights of Ajinomoto ( as defined in Appendix A ) with respect to the Ajinomoto Territory ; Documents exclusive distribute WHEREAS, the parties desire to amend the Alliance in order to grant to WFL and its Affiliates, the right to develop, use, promote, sell, market and the 17 - 1A Product in the Ajinomoto Territory ; WHEREAS, the parties also desire to amend the Alliance Documents to provide for WFL and its Affiliates, ( i ) to take principal responsibility for all future clinical development of the 17 - 1A Product in connection with sales in the Territory ( as defined prior to effectiveness of this Supplemental Agreement ) and ( ii ) to jointly undertake with [COMPANY] principal responsibility for all future regulatory development of the 17 - 1A Product in connection with sales in the Territory ( as defined prior to effectiveness of this Supplemental Agreement ) i 0000005 ( epsteinj.l07173.7jsuppOSOO .AGR -1- EXECUTION WHEREAS, the parties also desire to amend the Alliance DocumE : nts to require WFL and its Affiliates, under certain circumstances to purchase additional shares of CENTOCOR common stock ; WHEREAS, the parties desire to amend the Supply Agreement, the Development Agreement, the License Agreement, the Relicense and the Novation as is necessary in order to effectuate ( i ) the grant to WFL and its Affiliates, of the exclusive right to use, promote, sell, market and distribute the 17 - 1A Product in the Ajinomoto Territory and ( ii ) the vesting in WELLCOME and its Affiliates with principal responsibility for all future clinical and regulatory development of the 17 - 1A Product in connection with sales in the Ajinomoto Territory ; NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, do hereby agree as follows : 1 . Effective Date . This Supplemental Agreement shall be effective as of the date hereof ( the )