EXHIBIT
10.19


 


SALE AND
PURCHASE AGREEMENT


 


BY AND BETWEEN:


 


SANOFI-SYNTHELABO FRANCE, a French corporation (société
anonyme) with a capital of 12,688,000 euros, having its principal
office at 1-13 Boulevard Romain Rolland, 75014 Paris, registered in the Paris
Trade and Companies Register under number 403 335 904, represented by
Mr. Christian Lajoux and Mr. Didier Blondel, respectively President
and Managing Director, and Finance Director of said company.


 


(hereinafter
“SSF”)


 


AND


 


CEPHALON FRANCE, a simplified French corporation (société par
actions simplifiée) with a capital of 11,553,920 euros, having its
principal office at 20 Rue Charles Martigny, 94700 Maisons Alfort, registered
in the Créteil Trade and Companies Register under number 552 061 962,
represented by Mr. Alain Aragues and by Ms. Ann Baugas, respectively President
and Managing Director, and Legal Director of said company.


 


(hereinafter
the “Beneficiary”)


 


SSF and BENEFICIARY are
referred to herein individually as “a Party” or collectively as “the Parties”.


 


RECITALS


 


WHEREAS


 


1                 SSF has
entered into “Co-Marketing Agreements” (described more fully below) with ABBOTT
FRANCE SA (“ABBOTT”), under which SSF has been granted the right to promote,
distribute and sell in France a pharmaceutical product belonging to ABBOTT,
known under the international generic name of “clarithromycin” and marketed by
SSF under the “Naxy” ® trademark.


 


2                 Within the
Sanofi-Synthelabo offer to the Aventis shareholders, Sanofi-Synthelabo
(Sanofi-Aventis since August 20, 2004), has entered into an Undertaking
before the European Commission on behalf of its affiliate, SSF, to irrevocably
sell all of its rights and obligations under said Co-Marketing Agreements.


 


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3                 Beneficiary
expressed an interest in taking over all of the rights and obligations arising
under the Co-Marketing Agreements, so that it can sell in its own name the pharmaceutical
product known under the Naxy ® trademark.


 


The Parties then entered into discussions,
and consequently


 


IT HAS BEEN AGREED AS FOLLOWS:


 


ARTICLE 1 – DEFINITIONS


 


For the
purposes of this agreement the terms set out below are defined as follows:


 


1.1                   Affiliate: any
company directly or indirectly controlling, controlled by, or under common control
with, the companies of the Cephalon Inc. or Sanofi-Aventis Groups. Control
shall mean the direct or indirect ownership of more than fifty percent (50 %)
of a company’s share capital.


 


1.2                   MA: the marketing
authorizations for the French market granted for the Pharmaceutical products, the
international generic name of which is “clarithromycin”.


 


1.3                   Marketing: the procurement, storage, physical distribution, promotion,
order taking, invoicing and sale of the pharmaceutical products to customers:
wholesalers , hospitals or clinics, and retail pharmacies in the Territory.


 


1.4                   Agreement: the
present agreement and its schedules.


 


1.5                   Co-Marketing
Agreements: the Agreements entered into between ABBOTT and SSF (previously known
as Sanofi-Winthrop):


 


•                  Co-Marketing
Agreement of December 23, 1991 with amendments 1 to 4, including the
contractual letter dated September 25, 1997, regarding indications for “respiratory
infections” in the form of 250 mg and 500 mg tablets;


 


•                  Co-Marketing
Agreement of April 17, 1996, regarding the indication for “helicobacter
pylori” in the form of 500 mg tablets;


 


•                  Co-Marketing Agreement of April 15, 1998, regarding the
indications for “respiratory infections” in the form of soluble granules for
25mg/ml liquid solutions;


 


•                  Co-Marketing Agreement of May 31, 2000 regarding the
indications for “respiratory infections” in the form of soluble granules for
50mg/ml liquid solutions;


 


•                  Safety
Data Exchange Agreement of December 1, 2003.


 


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1.6                   Effective Date:
the effective date of this sale and purchase agreement set by mutual
agreement of the Parties, subject to and within five (5) business days of
the date when the condition precedent referred to in Article 3 is
satisfied, provided, however that the Effective Date shall not fall less than
twelve (12) business days after the date of execution.


 


1.7                   Transfer Date:
the date on which the Pharmaceutical products marketing authorizations are
transferred to Beneficiary, following authorization by the Director General of
the French Health Products Safety Agency, pursuant to the provisions of the
Public Health Code, article R 5138.


 


1.8                   Files: the regulatory
files and the documentation necessary for registration of the marketing
authorizations with the French health authorities, including formulae,
production and control methods and processes, technical and analytical studies
and files as well as all the scientific and technical documents concerning the Pharmaceutical
products.


 


1.9                   Transition
period: the period between the Effective Date and the Transfer Date. Under
no circumstances shall the Transition Period be more than two (2) months
from the sending (save a request for additional information from the Director
General of the French Health Products Safety Agency) by Beneficiary of the
application for transfer of the marketing authorizations drawn up in conformity
with the provisions of Public Health Code article R 5138.


 


1.10            Promotion: the detailing and information provided to physicians in the Territory
concerning the Pharmaceutical products through a network of sales representatives,
the provision of medical information, medical documentation and implementation
of communication programs (symposia, etc.) intended to provide health
professionals with information on the Pharmaceutical products.


 


1.11            Pharmaceutical products:
the pharmaceutical products for human use marketed by SSF under the Naxy ®
trademark, according to marketing authorizations, in the forms and
presentations set forth in Schedule 1.11. The term Pharmaceutical products
also refers to the Mono-Naxy ® products set forth in Schedule 1.11.a, not marketed at the time of this agreement, for which
marketing authorizations were granted on August 16, 2004 and which have
not yet been reviewed by the Transparency Commission. The term also applies to
Naxy ® products set forth in Schedule 1.11.b, not
marketed at the time of this agreement.


 


1.12            Territory: France
and its overseas departments and territories.


 


ARTICLE 2 - PURPOSE OF THE AGREEMENT


 


2.1                   Under the
terms of this agreement and subject to satisfaction of the condition precedent
set forth in Article 3 hereof, on the Effective Date SSF assigns and
transfers to Beneficiary, which accepts, the Co-Marketing Agreements and all of
the rights and obligations attached thereto to which SSF is entitled as of the
Effective Date hereof under said Co-Marketing Agreements.


 


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The Parties indicate that a tripartite agreement
between SSF, Beneficiary and ABBOTT was also signed today, according to which
ABBOTT agrees to the transfer by SSF of said agreements to Beneficiary subject
to the condition precedent of the occurrence of the Effective Date.


 


2.2                   All of the
rights and assets not expressly defined in Article 2.1 above shall be
excluded from the rights and assets transferred under this Agreement. Likewise,
Beneficiary shall not be required to enter into any other commitments,
obligations or responsibilities of any kind whatsoever unless expressly
stipulated under the terms and conditions of this Agreement. In particular,
Beneficiary represents that it has on its own staff the personnel necessary to
ensure operation of the rights and assets transferred, and more generally
represents that it is in a position to ensure as from the Effective Date the
Marketing and the Promotion of the Pharmaceutical products under satisfactorily
competitive conditions at least equivalent to the conditions under which SSF
operated the business prior to the Effective Date of this Agreement.
Beneficiary consequently represents that it does not desire the transfer, in
any legal form whatsoever, of any SSF or Affiliate personnel who may have been
assigned to the operation of the business prior to the Effective Date.


 


2.3                   As from the
Effective Date, SSF shall cease all Promotion and Marketing activities for the Pharmaceutical
products in France. Moreover, as from such date and for a period of ten (10) years
thereafter, SSF undertakes not to promote or market identical pharmaceutical
products in the Territory.


 


2.4                   SSF
undertakes to protect until the Effective Date,
the economic viability, market value and competitiveness of the business
transferred under this Agreement, in conformity with sound business practices
and standard business practice in the pharmaceutical industry sector. SSF
further undertakes to reduce the risks of loss of competitiveness of such
business. Until the Effective Date, SSF undertakes, in particular:


 


(i)                                     to
manage the Promotion and Marketing of the Pharmaceutical products with prudence
and due care and carry on these operations in accordance with its business
practices prior to signature of this Agreement. In this regard, SSF notably
undertakes prior to the Effective Date not to sell to wholesalers or retail
pharmacies any abnormally large quantities as measured by market demand,


 


(ii)                                  not
to perform any acts which would have a material adverse effect on the value or
the competitiveness of the business transferred,


 


(iii)                               to
maintain sufficient resources required for the operation of the business
available to said business, on the basis of and in accordance with existing
business plans.


 


ARTICLE 3- CONDITION PRECEDENT-
EFFECTIVE DATE


 


Within 10 business days
following the signature of this Agreement by the Parties, SSF undertakes to
petition the competition authorities for their agreement on (i) the choice
of a Beneficiary entity and (ii) the conditions set forth herein, pursuant
to articles 16 and 17 of the


 


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Undertakings entered into on April 23,
2004 by Sanofi-Synthelabo (today Sanofi-Aventis) before the European
Commission, in the Comp./M.3354 case.


 


SSF undertakes to inform Beneficiary of the Competition authorities’
decision within two business days following SSF’s receipt thereof, by facsimile
sent to Beneficiary at the following number: 01 49 81 80 90 for the attention
of Ms. Ann Baugas, confirmed by electronic mail to the following address: abaugas@cephalon.fr.


 


Should the Competition authorities decide against the proposed transfer
or fail to reply by December 31, 2004 at the latest, each Party shall have
the option of terminating this Agreement, effective immediately, simply by
notifying the other party of such decision. In such case, the parties undertake
to sign and send the Escrow Bank a joint letter of instruction for said bank, a
template of which is attached in Schedule 11a.


 


Each of the Parties shall use its best efforts to take the
abovementioned steps without delay. The Parties shall cooperate in this respect,
within limits reasonably acceptable to the Party which is not responsible for
the given action.


 


ARTICLE 4- REGULATORY
IMPLEMENTATION 


 


4.1                   SSF’s
responsibility:


 


4.1.1         On the date of
signature:


 


SSF shall provide Beneficiary with the artworks ,designs, graphics,
digital photo tools, packaging templates presently used in the Territory, a
copy of the market study and marketing plans listed in Schedule 4.1.1, a
copy of the promotional materials listed in Schedule 4.1.2, all of the
training materials with regard to the Pharmaceutical products (digitized
modules and presentations), part I of the Files including tabulated summaries
of clinical studies available on Naxy ® and Mononaxy ®, the bibliography, the
standard medical information letters (called 
B.Q.R.), the level of inventory for each Pharmaceutical product and for
each presentation, and the purchase and sales forecasts over the next twelve
months for each Pharmaceutical product and for each presentation, in order to
allow Beneficiary to prepare in advance and at its own risk the operations for
which it is responsible as from the Effective Date.


 


Schedule 4.1.1a also lists the items, which SSF undertakes to
provide to Beneficiary within no more than five (5) business days
following the date of signature of this Agreement.


 


4.1.2                    On the
Effective Date:


 


•                              The
Parties agree to sign (i) an affidavit certifying satisfaction of the
condition precedent set forth in article 3 above and the occurrence of the
Effective Date of this transfer agreement, and (ii) the letter of joint
instructions to the Escrow Bank, a template of which is attached in Schedule 11b.


 


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•                              SSF
undertakes to sign the letter of waiver or any other document and to take any
other reasonably necessary steps to enable Beneficiary to obtain the transfer
in its name of the marketing authorizations, pursuant to Public Health Code article R.
5138.


 


•                              SSF
undertakes to ensure that its Affiliate, Sanofi-Aventis, shall sign any
necessary documents and take any necessary steps to enable Beneficiary to
secure the transfer in its name of Naxy ® and Mononaxy ® trademarks registered
with the National Institute of Industrial Property under the name of
Sanofi-Synthelabo, with the express stipulation that the Naxy ® and Mononaxy ®
trademarks belong to ABBOTT France.


 


•                              SSF
undertakes to give Beneficiary the original copies of the Co-Marketing
Agreements and their amendments, as well as copies of any correspondence
between ABBOTT and SSF which would provide clarification or additional
information on certain contractual provisions of the Co-Marketing Agreements,
with the stipulation that such letters are given to Beneficiary by SSF for
information only and that they can in no way be construed as constituting the
entire correspondence between ABBOTT and SSF with regard to the Pharmaceutical
products, and more generally with regard to their cooperation since the
signature of the Co-Marketing Agreements. SSF also undertakes to provide
Beneficiary with all the elements constituting the Files, all the promotional
documents prior to 2002 remaining in the possession of SSF, the transparency
files including correspondence with the Transparency Commission, the economic
files, all of the correspondence with the French Health Products Safety Agency,
in particular with regard to advertising and Pharmacovigilance, any and all on-going
tenders and agreements, as well as any other documents useful to Beneficiary in
its exercise of the rights and use of the assets transferred by SSF, and in
particular all of the items listed in Schedule 4.1.2a.


 


•                              SSF
transfers all of its copyrights with regard to advertising and promotional
campaigns developed for Naxy ® and listed in Schedule 4.1.2 such as the “Dragon
Naxy” and “Comtwa” logos. To this effect, SSF shall provide Beneficiary with
the original copies of the advertising contracts relative to each copyright transferred
and shall specify the scope of the rights transferred.


 


4.1.3                     SSF
undertakes to ensure that the documents it provides to Beneficiary pursuant to
this Article 4.1 are communicated wherever possible in digital format and
that the advertising artwork is communicated on media and in formats compatible
with a PC (in particular in unlocked PDF format, (EPS) illustrator format, JPEG
format, as well as with the equipment used by advertising agencies and
printers).


 


4.2                              Beneficiary’s
responsibility:


 


4.2.1                       On the
Effective Date:


 


Beneficiary shall pay any and all direct and indirect taxes, levies and
charges of any kind whatsoever generated by the Promotion and Marketing by
Beneficiary of the Pharmaceutical products, in particular those resulting from
the provisions of Public Health Code article L 5121-17. Beneficiary
shall also market the Pharmaceutical products in accordance with the marketing and
distribution agreement and shall ensure compliance with the legal,
administrative or regulatory provisions concerning their Promotion and
Marketing in the


 


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Territory. To avoid any ambiguity, it is stipulated that SSF shall pay
on a pro-rated basis until the Effective Date, any taxes in relation to the “Convention”
relating to the sale of the Pharmaceutical products in the Territory.


 


4.2.2                        Within two
(2) business days following receipt of the letter of waiver referred to in
Article 4.1.2, Beneficiary undertakes at its cost to take to take all
necessary steps as provided in Public Health Code article R 5138, in order
to obtain the  transfer of the marketing
authorizations under its own name for the Pharmaceutical products and shall pay
all costs incurred in connection with the said transfer.


 


ARTICLE 5 - TRANSFER


 


5.1                              Beneficiary
undertakes to inform SSF of the transfer of the marketing authorizations to it
within two (2) business days of receipt of notification by Beneficiary
from the French Health Products Safety Agency that the Pharmaceutical product
marketing authorizations have been transferred.


 


5.2                              Beneficiary
shall as from the Transfer Date:


 


•                                         Bear
all pharmaceutical liability for the marketing and distribution of the Pharmaceutical
products pursuant to Public Health Code article R 5106.


 


Pharmaceutical liability for marketing and
distribution covers the following operations:


 


•                                         selling,


•                                         producing
and reviewing promotional material,


•                                         providing
medical information,


•                                         Adverse
event reporting,


•                                         Tracking
product and withdrawing non-conforming batches.


 


ARTICLE 6 – TRANSITION PERIOD


 


6.1                               Pursuant
to the provisions of Public Health Code article R 5106-3, as from
the Effective Date SSF assigns to Beneficiary, which accepts, responsibility as
from such date for Promotion to health care professionals and Marketing of the Pharmaceutical
products in the Territory.


 


6.2                               During
the period in which SSF remains the marketing holder, SSF will continue to be
solely liable towards the competent authorities, in particular the French
Health Products Safety Agency, with respect to all obligations incumbent on SSF
in its capacity as marketing authorization holder for the Pharmaceutical
products in the Territory, it being understood that Beneficiary will use any
and all means reasonably necessary to enable SSF to fully comply with such
obligations.


 


6.3                               On
the Effective Date, the Parties will sign
a marketing and distribution agreement in the form set forth in Schedule 6.3.


 


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ARTICLE 7- SALE OF INVENTORY


 


7.1                               On
the Effective Date, Beneficiary undertakes to buy from SSF the inventory of the
Pharmaceutical products meeting specifications and released by manufacturer at
their net book value on SSF’s books, calculated according to the accounting rules in
effect within the Sanofi-Aventis Group.


 


The Parties shall jointly draw up an
inventory of the stock stored at Sanofi Winthrop Industrie, Industrial Zone
Couvertaire, 33450 Saint-Loubes, no later than two (2) business days
before the Effective Date. There shall be no turnover between the date of
inventory and the Effective Date.


 


So that Beneficiary is in a position as from
the Effective Date to fill its customers orders as well as those received by
SSF before the Effective Date which SSF was unable to fill, the Parties agree
to consign on the date indicated in a consignment contract signed on this day
by the Parties (“the Consignment Contract”) in storage facilities designated by
Beneficiary a certain quantity of the Pharmaceutical products to be defined
under the Consignment Contract.


 


It will not be possible to transfer any batch
of the Pharmaceutical products with an expiration date of less than one year or
which are not in good condition. Moreover, Beneficiary will not take over any
samples that were in the possession of SSF sales representatives.


 


Beneficiary represents that it is aware of
the fact that the projected inventory value as of November 30, 2004, and estimated
by SSF for information purposes only, is 3 826 840 (three million
eight hundred twenty six thousand eight hundred and  forty) euros, based on that projection.


 


Payment of that amount shall be made by check
remitted by Beneficiary to SSF on the Effective Date.


 


7.2                               For
a period of 6 months as from the Transfer Date, Beneficiary will be authorized
to market the Pharmaceutical products under the SSF logo and in SSF packaging.
Thereafter, Beneficiary will be able to market the Pharmaceutical products in
packaging identical to that of SSF, for each presentation, as indicated in Schedule 7.2,
provided that the names of SSF and its Affiliates are replaced by Beneficiary’s
own names and logo on all packaging items (blister or bottle, packaging  and prescribing information) and that it
removes the comma logo  from the seal
flaps, as indicated in Schedule 7.2.


 


7.3                                 Beneficiary
shall bear the transportation expenses incurred in transferring the inventory
to its facilities or to the facilities of the service provider appointed by
Beneficiary.


 


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ARTICLE 8 – REPRESENTATIONS AND
WARRANTIES


 


8.1                               Beneficiary
agrees to take over all of the rights and obligations transferred under this
Agreement, as they stand on the Effective Date, without any possibility of
making any claim whatsoever with regard to said rights and obligations or to
the Promotion and Marketing of the Pharmaceutical products, subject solely to
the representations and warranties herein.


 


8.2                               Under
this agreement, SSF represents and warrants to Beneficiary that:


 


(a)                      SSF is the
lawful holder of the rights and assets assigned or transferred, having
legitimately acquired them from ABBOTT or developed them itself in the normal
course of business. Those rights and assets are not encumbered by any pledge,
lien, restriction or security interest whatsoever such that they would not be
freely transferable.


 


(b)                     Schedule 8.2(b) of
this Agreement contains information on sales of the Pharmaceutical products by
SSF over the three (3) fiscal years 2001, 2002 and 2003 as well as during
the first ten (10) months of 2004 and the operating results for these
periods. Given the specific nature of the rights and assets assigned under this
Agreement, Beneficiary recognizes and agrees that these operating results –
calculated according to applicable accounting rules within the
Sanofi-Aventis Group and taken from its cost accounting system– are only
estimates prepared on the basis of SSF documents and accounting records and the
specific business structure of the Sanofi-Aventis Group. Beneficiary also
recognizes and agrees that it conducted a due diligence investigation of such
rights and assets prior to the signature of the Agreement, and that as part of
said due diligence investigation it had access to all the information necessary
for a reasonable determination of the profitability levels of such rights and
assets that it can expect, and in particular all of the accounting documents
held by SSF concerning the Marketing of the Pharmaceutical products.


 


(c)                      The
acquisition by Beneficiary of the rights and obligations which are the subject
of this Agreement shall not give rise to any right to occupy any real property
under a lease or in any other form.


 


(d)                     With the
exception of the litigation indicated in Schedule 8.2 (d), no legal action
against SSF is pending, or to its knowledge, likely to be brought against it in
the foreseeable future, concerning (i) the manufacture, distribution
and/or sale of the Pharmaceutical products, and (ii) more generally any of
the rights or assets transferred under this Agreement.


 


(e)                      SSF warrants
to Beneficiary that it will  be
responsible for the product liability suits indicated in Article 8.2 (d) and
any product liability suits which could be brought after the Effective Date and
involve a Pharmaceutical product marketed by SSF prior to the Effective Date.
In this respect, SSF indemnifies and holds Beneficiary harmless against any
financial consequences of such litigation.


 


The warranty in
(e) above is granted to Beneficiary provided that Beneficiary enables SSF
to defend its interests by communicating any and all information and
documentation or facts reasonably necessary for such purpose.


 


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(f)                        There is no
commercial bank, broker or other intermediary authorized to act on behalf of
SSF that could claim fees or commissions from Beneficiary by virtue of the
transfer of rights and obligations under this Agreement.


 


(g)                     SSF
indemnifies and holds Beneficiary harmless against the financial consequences
of any claims or recalls of batches of the Pharmaceutical products marketed by
SSF.


 


8.3                               Under
this Agreement, Beneficiary represents and warrants to SSF that:


 


(a)                      It has
obtained from its parent company, Cephalon Inc., all authorizations of any kind
necessary for the signature of this Agreement and for the consummation of the
transactions set forth in this Agreement, and more generally, that the
signature of this Agreement represents a binding commitment pursuant to
applicable law and its articles of incorporation and bylaws.


 


(b)                     It is a
professional of the pharmaceutical industry that relies on the capabilities of
its various departments and has conducted a complete due diligence
investigation of the rights in the Pharmaceutical products transferred under
this Agreement, including a full audit of the marketing authorization files for
such Pharmaceutical products.


 


It
acknowledges that it has been fully informed in this respect and has all the
data it requires to be sufficiently informed about the Pharmaceutical products
and their marketing authorizations in the Territory.


 


ARTICLE 9- LIMITATION OF SSF
LIABILITY UNDER THE REPRESENTATIONS AND WARRANTIES


 


(a)                      Within the
limits set forth in paragraph (b) above, the sole and exclusive liability
of SSF for any breach whatever of the representations and/or warranties
stipulated in Article 8 above shall be determined in accordance with the
provisions of paragraph (b) below.


 


(b)                     It is
stipulated and agreed that:


 


(i)                                     With
the exception of the litigation indicated in Schedule 8.2 (d), Beneficiary
shall not make any claims against SSF for any fact or event which he has been
informed of during the due diligence procedure conducted by it prior to the
date of signature of this Agreement.


 


(ii)                                  With
the exception of the warranty granted in sections 8.2 (d), 8.2 (e) and 8.2
(g) above, SSF shall not be liable for any breach of any of the
representations and/or warranties whatsoever stipulated in Article 8
above, unless the loss caused to Beneficiary as a result of said breach is in
excess of [**] euros.


 










**           Portions of this exhibit have been
omitted and filed separately 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, as amended.


 


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(iii)                               With
the exception of the warranty granted in articles 8.2 (d), 8.2 (e) and 8.2
(g) above, SSF shall not be required to indemnify Beneficiary in the event
SSF breaches any of the representations and/or warranties whatsoever stipulated
in Article 8 above unless the aggregate loss caused by said breach or
breaches is in excess of [**] euros.


 


In order to avoid any ambiguity, it is stipulated
and agreed that in calculating said aggregate amount, no individual breach
representing less than the sum referred to in paragraph (b) (ii) above
shall be taken into account.


 


It is further stipulated and agreed that SSF
shall not be liable for such sum and, accordingly, that if the sum of [**] euros
referred to in the preceding paragraph is reached, SSF shall only owe
Beneficiary the amount in excess of said threshold.


 


(iv)                              With
the exception of the warranty granted in articles 8.2 (d), 8.2 (e) and 8.2
(g) above, for any breach of the representations and/or warranties under Article 8
above, the cumulative amount owed by SSF to Beneficiary shall not exceed the
sum of [**] euros.


 


(v)                                 With
the exception of the warranty granted in articles 8.2 (d), 8.2 (e) and 8.2
(g) above, SSF shall no longer be subject to any obligation to indemnify
Beneficiary for any breach of the representations and/or warranties under Article 8
above, after a period of [**] months from the Effective Date of this
Agreement. Thereafter, only those claims notified prior thereto by Beneficiary
to SSF by registered letter, return receipt requested shall be covered by the
provisions of this Article 9.


 


ARTICLE 10 – ASSISTANCE AND ADVISORY
SERVICES – MARKETED FORMS


 


On the date of signature of this Agreement, SSF shall give Beneficiary
the documents for training relating to the Pharmaceutical products, including
any training document which could have been prepared for the launch of Mononaxy
®, and shall provide the following in accordance with a schedule to be
agreed upon by the Parties, but in any event between the date of signature and
the Effective Date of this Agreement:


 


•                                         assistance
with training Beneficiary’s sales representative trainers to the relevant medical/marketing
data, by making two members of SSF’s marketing team in charge of Naxy ®
available to Beneficiary in the Paris region for a total of two half-days,


 


•                                         assistance
with scientific training of Beneficiary’s sales representative trainers, by
making the Naxy ® product physician available to Beneficiary in the Paris
region for a total of three days.


 










**           Portions of this exhibit have been
omitted and filed separately 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, as amended.


 


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ARTICLE 11 –PURCHASE PRICE


 


Under the terms of this Agreement and subject to its conditions, in
exchange for the transfer and assignment of the Co-Marketing Agreements and of
the rights and obligations attached thereto, Beneficiary shall pay SSF the
final lump sum total amount of 31 000 000 euros without VAT (thirty one
millions excluding Value Added Taxes), without prejudice to the amounts paid
pursuant to Article 7 above.


 


The total amount shall be paid by a check drawn on the OBC – Odler
Bungener Courvoisier Bank— made out to BNP PARISBAS and remitted to SSF for
deposit in the escrow account in that bank (hereinafter the “Escrow Bank”) on
the signature date. SSF will immediately deposit the check with the Escrow
Bank. The Parties have asked the “Escrow Bank” to open an account in the name
of SSF for that purpose. The conditions for release of the escrow are specified
in the November 30, 2004 letter from Beneficiary and SSF to the Escrow
Bank, a copy of which is attached as Schedule 11 to this Agreement. The templates
for joint instruction letters requesting release of the Escrow referred to in Article 3
and Article 4.1.2 are found in Schedules 11 a and 11 b.


 


The total amount indicated in the first paragraph of this Article 11
may not be adjusted or modified in any way.


 


ARTICLE 12 –CONDITION SUBSEQUENT


 


12.1                          This
Agreement is entered into subject to the condition subsequent that the Director
General of the French Health Products Safety Agency issues a final denial of a
request to transfer one or more marketing authorizations within the two-month
period referred to in Public Health Code article R 5138.


 


12.2                                Should
the above condition subsequent occur, this Agreement shall be deemed rescinded
by operation of law. In that case, (i) Beneficiary shall promptly return
to SSF all the documents, Files, graphics, etc., and in particular those
referred to in Article 4.1 given to Beneficiary by SSF in connection with
the performance of this Agreement, (ii) SSF shall reimburse Beneficiary
the transfer price specified in Article 11 above and (iii) Beneficiary
shall reimburse SSF the operating results generated by the Marketing of the Pharmaceutical
products during the Transition Period less the sums paid by Beneficiary to SSF
under the marketing and distribution agreement.


 


ARTICLE 13 - CONFIDENTIALITY 


 


Each Party shall, for a period of two (2) years from the date of
signature of the Agreement (i) keep confidential all such information as
it has received in connection with the negotiation or signature of this
Agreement and not disclose such information to any third party, with the
exception of the authorities, without prior authorization from the Party that
provided the information and (ii) only use such information in furtherance
of the purpose of the Agreement.


 


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This obligation does not apply to information:


 


•                                         already
in the public domain at the time it is disclosed by a Party, or which would
fall into the public domain for reasons beyond the control of the Party that
received the information,


•                                         already
known to the Party that received the information prior to the date of signature
of this Agreement, provided that such information is not covered by a separate
undertaking of confidentiality and restricted use signed by the Parties,


•                                         lawfully
transferred to the Party or Parties that received it by a third party not bound
by a confidentiality obligation towards the Party which provided the
information.


 


ARTICLE 14 – JURISDICTION


 


Any dispute that may arise in connection with this Agreement that is
not settled within a reasonable time shall be referred to the Paris Commercial
Court.


 


ARTICLE 15 – NOTICE


 


Any notice given under this Agreement shall be given by registered
letter, return receipt requested mailed to the following addresses:


 


	
  To SSF: Attention: Legal Director– France
  at:

  
	
   

  
	
   

  	
  9 Boulevard
  Romain Rolland

  	
   

  
	
   

  	
  75159 Paris
  Cedex 14

  	
   

  
	
   

  
	
  With a copy to the Legal Director -
  Operations at:

  
	
   

  
	
   

  	
  174 Avenue de France

  	
   

  
	
   

  	
  75013 Paris

  	
   

  
	
   

  
	
  To Beneficiary: Attention: Legal Director
  at:

  
	
   

  
	
   

  	
  20 Rue Charles Martigny

  	
   

  
	
   

  	
  94700 Maisons-Alfort

  	
   

  



 


ARTICLE 16 – COSTS, FEES, TAXES


 


Each Party shall pay all the fees and costs that it incurs in
connection with this Agreement and for the consummation of the transfer of
rights and assets which is its purpose. It is understood and agreed by the
Parties, however, that all excise taxes, sales or standard business taxes, registration
and filing fees and/or value-added tax, transfer duties, stamp duties, filing
registration fees and other similar taxes (with the exception of corporate
income tax, in order to avoid any ambiguity on that point), which may be
collected by the tax authorities in connection with this Agreement and the
consummation of the transfer of the rights and assets which is the purpose of
such Agreement, shall be borne solely by Beneficiary. Beneficiary


 


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shall register this Agreement in accordance with the provisions of
French Tax Code article 719 and shall promptly give SSF a copy of the
Agreement bearing the references of the corresponding registration.


 


Executed in Paris


On December 8, 2004


In two (2) original copies, of which one (1) for each Party


 


 


	
  For SANOFI-SYNTHELABO FRANCE

  	
  FOR CEPHALON FRANCE

  
	
   

  	
   

  
	
  /s/ Christian
  Lajoux

  	
   

  	
  /s/ Alain
  Aragues

  	
   

  
	
  Christian
  Lajoux

  	
  Alain Aragues

  
	
  Title: President and Managing Director

  	
  Title: President and Managing Director

  
	
   

  	
   

  
	
  /s/ Didier Blondel

  	
   

  	
  /s/ Ann Baugas

  	
   

  
	
  Didier Blondel

  	
  Ann Baugas

  
	
  Title: Finance Director

  	
  Title: Legal Director

  



 


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