Exhibit 10.57


[Execution Copy]


DISTRIBUTORSHIP AGREEMENT


THIS DISTRIBUTORSHIP AGREEMENT (the “Agreement”), made
and entered into this       day of,  January, 2007, between DAIKYO SEIKO, LTD., a
corporation organized under the laws of Japan, having a place of business at
38-2 Sumida 3-Chome, Sumida-Ku, Tokyo 131-0031, Japan (hereinafter referred to as “Daikyo”), and WEST
PHARMACEUTICAL SERVICES, INC. (formerly known as THE WEST COMPANY, INCORPORATED),
a corporation organized under the laws of the Commonwealth of Pennsylvania,
U.S.A., having a place of business at 101 Gordon Drive, Lionville,
Pennsylvania 19341 (hereinafter referred to as “Distributor”).


Background


Distributor has requested the right to distribute the
Products (defined below) within the Territory (defined below).  Daikyo and Distributor have determined that
it is to their mutual benefit to have Distributor agree to sell the Products in
the Territory under the terms set forth in this Agreement.


Terms


Intending to be legally bound, the parties agree as
follows:


ARTICLE 1   CERTAIN
DEFINITIONS


Terms defined in this Article 1
and elsewhere in this Agreement will throughout this Agreement have the meanings here or there
provided.  Defined terms may be used in
the singular or in the plural, as sense shall require.


A “Change in Control” shall be deemed to have
occurred when, in connection with or as the direct
or indirect result of any acquisition or sale of any asset or capital stock of
Daikyo or Distributor, as the case may be, whether or not approved by that
company’s board of directors or its shareholders, any entity or person either
alone or acting in concert with others acquires shares of the company’s stock
and such acquisition results in that entity or person either alone or acting in
concert with others directly or
indirectly owning beneficially 51% or more of the company’s outstanding shares.


“Net Sales” means gross
sales of the Products less returns, customary trade discounts and amounts
included in the sales price with respect to insurance, shipping and handling.


“Products” means the closures, vials, medical
device components, and similar products used in connection with the packaging,
delivery or dispensing of pharmaceutical products, along with materials for
making the same, manufactured or sold by Daikyo or its subsidiaries.













“Territory” means all countries in the world,
exclusive of the following identified countries: Japan, North Korea, South
Korea, Taiwan, the Philippines, Hong Kong, Indonesia, Cambodia, Malaysia, Laos,
Vietnam, Thailand, Myummer and Mongolia, it being understood and agreed that if
any of the above nations should change their name, merge or otherwise join
together, or separate, such successor nations shall also be included.


ARTICLE 2   APPOINTMENT
AND DUTIES OF DISTRIBUTOR


2.01   Appointment and Duties.


(a)         Daikyo appoints Distributor as its
non-exclusive distributor for the Products within
the Territory, and Distributor accepts such appointment.


(b)        During the term of this Agreement Distributor
will, at its own expense:


(i)         use commercially reasonable efforts to promote and develop
the sales of the Products within the Territory;


(ii)        maintain inventories of the Products at levels agreed upon
from time to time by Daikyo and Distributor;


(iii)       establish sales offices in all reasonable locations;


(iv)       ensure that at all times it employs a sufficient number of
qualified sales, technical and other personnel to perform its obligations under
this Agreement;


(v)        deliver to Daikyo at least quarterly a written report which
(i) indicates sales of the Products made by Distributor during the previous
quarter (including customer’s name, Product number, description, quantity and
price), and (ii) describes sales progress, marketing conditions, customer responses
concerning the Products and activities of competitors within the Territory;


(vi)       immediately advise Daikyo of the details of any complaints
received from customers and others relating to the Products;


(vii)      promptly advise Daikyo if Distributor has knowledge of the
commencement or threat of any suit based on any claimed defect in any of the
Products;


(viii)     comply with good business practices and with all laws,
regulations, rulings and requirements of all governmental authorities having
jurisdiction over the subject matter of this Agreement; and


(ix)        handle and store the Products in a proper, adequate and
reasonable manner designed to maintain them in marketable condition.



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ARTICLE 3   PROMOTION:
PROPRIETARY RIGHTS


3.01   Promotional
Materials.  Upon request, Daikyo will
provide to Distributor, at no charge, (a) reasonable quantities of sales and
use literature, brochures and other promotional materials in the English language and samples of the Products, and (b)
such additional sales assistance as
Distributor may otherwise reasonably request. 
Distributor will be responsible, at its own expense, for translation of
promotional materials into the languages employed in the Territory.


3.02   No Modifications:
Markings.  Distributor will not make
any modifications to the Products or their packaging without Daikyo’s written
consent.  All Products sold by
Distributor to its customers pursuant to this Agreement must bear all original
markings, including the trademarks, logos, brand names, trade names and other
designations (the “Marks”), placed on them by Daikyo at the time of delivery to
Distributor, unless written consent to use other markings is obtained from
Daikyo.


3.03   Ownership of
Rights.  Distributor declares and
recognizes that all patents, know-how, trademarks,
service marks, trade names, copyrights and other industrial and intellectual
property rights relating to the Products (including without limitation
all rights to the Marks) and the goodwill associated therewith belong
exclusively to Daikyo.  Distributor has
no right to use, exploit, transfer or
sublicense any such industrial or intellectual property rights.  Distributor will promptly advise Daikyo of
any known or threatened infringement of Daikyo’s proprietary rights and support
Daikyo (at Daikyo’s request and expense) in securing and protecting patents,
trademarks, service marks, trade and service names, license rights and other
proprietary rights.


3.04   Grant of License
to Use Marks.  Daikyo grants to
Distributor a non-transferable, royalty-free license, with right of sublicense,
to use and display the Marks listed on Exhibit A in connection with the
promotion and sale of the Products within the Territory.  Exhibit A may be supplemented from time to
time by Daikyo.  Daikyo represents that
it either owns or otherwise has the right to license such use of the Marks to
Distributor.  Daikyo shall indemnify and
defend Distributor from all liabilities, losses and costs (including without
limitation attorneys’ fees) arising in connection with any claim that
Distributor’s use of the Marks infringes any trademark or other right of any
third party.


ARTICLE 4   SALES
TO DISTRIBUTOR; DIRECT SALES


4.01   Orders.  Distributor will submit orders to Daikyo from
time to time for such Products as Distributor desires to purchase.  No order for the Products from Distributor
shall be effective until Daikyo has accepted the same in writing.


4.02   Pricing: Terms of
Sale.  Prices and terms of sale of
Products shall be set by mutual agreement between the parties and reviewed at
least annually.


4.03   Direct Sales.  Daikyo reserves the right to market,
distribute and sell Products directly to customers.



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4.04   Deliveries.  Daikyo
will exercise its best efforts to promptly ship Products ordered by
Distributor; provided that Daikyo may delay or refuse to make any shipment if
Distributor is then in default of any obligation under this Agreement or if any
amount due from Distributor to Daikyo under any agreement is then unpaid.  Unless otherwise agreed in advance, all
deliveries will be made F.O.B. manufacturing
plant location.  Daikyo will determine
the route and method of shipment. Daikyo
will not be liable for nondelivery, misdelivery or late delivery which is
caused by factors beyond its control, including without limitation war,
riots, strikes, fires, floods, acts of God, inability to obtain materials,
failure of carriers or compliance with any law, regulation or governmental
order.  Daikyo will have no liability to
Distributor for any failure to deliver goods if their export or import is then prohibited by applicable law, regulation
or government action.


ARTICLE 5   WARRANTY;
INDEMNIFICATION


5.01   Warranty.  Daikyo represents and warrants to Distributor
that the Products sold to Distributor pursuant to this Agreement will conform
to Daikyo’s written specifications for such products.  The exclusive remedy for any breach of the
warranty set forth above shall be as follows: Daikyo will at its option
replace, repair or redesign, without charge to Distributor, or refund the invoice price with respect to any defective
Product which was designed and manufactured by Daikyo, provided that a claim for
such breach is made within one year of the sale of the Product in question. 
Products will be deemed defective only if so found after inspection by
Daikyo at such place as it may specify.  DAIKYO MAKES NO OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, WITH RESPECT TO THE PRODUCTS. 
THERE ARE NO OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS ARISING FROM ANY COURSE OF DEALING, USAGE
OF TRADE OR OTHERWISE.  IN NO EVENT SHALL
DAIKYO BE LIABLE TO DISTRIBUTOR FOR (A) INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES UNDER THIS AGREEMENT OR IN TORT, OR (B) WITH RESPECT TO
ANY CLAIM, LAWSUIT, PROCEEDING OR OTHER ACTION BASED UPON ANY ACTION TAKEN BY DISTRIBUTOR
WITHOUT PRIOR INSTRUCTION FROM DAIKYO OR ANY ACTION INCONSISTENT WITH SUCH
INSTRUCTION.


5.02   Restrictions
on Representations.  Distributor will
not in any way make any representation or warranty regarding the
Products other than those from time to time contained in Daikyo’s sales
literature or other publications.


5.03   Indemnification.  Distributor will indemnify, defend and hold
Daikyo harmless from any and all liabilities, losses, obligations, expenses
(including without limitation reasonable attorneys’ fees) and costs arising in
connection with any lawsuit, proceeding or other action arising out of the
operation of Distributor’s business or related to any claim by a third party
based, in whole or in part, on Distributor’s distribution or use of the
Products.  The activities of any of
Distributor’s employees or agents will be considered activities of Distributor
for purposes of this section.  Daikyo
will have the right, but not the obligation, to assume the defense of any such
lawsuit, proceeding or action.  Daikyo and
Distributor will each give the other prompt notice of any such claim, lawsuit,
proceeding or action.



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ARTICL 6   TERM
AND TERMINATION


6.01   Term.  The term of this Agreement will commence on
the date first written above and, unless terminated earlier in accordance with
other provisions of this Agreement, will continue for a period of 10 years from
such date.


6.02   Termination.  This Agreement may be terminated as follows:


(a)         By Daikyo or Distributor upon 90 days’
written notice at any time after Daikyo ceases to be a shareholder of
Distributor.


(b)        By mutual written consent of both
parties at any time.


(c)         By either party in the event of a
Change in Control of the other party. 
The terminating party will make this decision within one year after
learning of the Change in Control and provide written notice three months prior
to the termination.


(d)        By either party if the other party
becomes the subject of a filing or a petition in bankruptcy, or in a judicial
proceeding with the object of an arrangement with creditors, or if the rights
of this Agreement are seized for the benefit of creditors, or if the other
party becomes the subject of a petition for liquidation.


(e)         By either party if the other party,
breaches a material provision of this Agreement through adverse action or a
failure to act and such breach continues unremedied for 20 days despite written
notification.


6.03   Effect of
Termination.  Upon termination of
this Agreement, Distributor will immediately:


(a)         cease to use any materials displaying
any Mark, or any service mark or other means of product, service or business
identification incorporating all or any part of any Mark, with regard to any
product, service or business whatsoever, including, without limiting the
foregoing, materials displaying the Marks listed in the attached Exhibit A:


(b)        remove and discontinue the use of all
signs, stationery, advertising and literature indicating that Distributor is a
distributor or representative of, or is otherwise affiliated with, Daikyo;


(c)         return all copies of the Confidential
Information in its possession or control to Daikyo and cease to use such
Confidential Information for any purpose; and


(d)        return all Products which Distributor
has received but for which it has not made payment.


If
this Agreement expires according to its terms under Section 6.01 hereof or is terminated
earlier pursuant to Sections 6.02(a) or (b) hereof, then Daikyo shall bear the
cost of returning Products pursuant to
Section 6.02(d), otherwise Distributor shall bear such cost.  Distributor waives the applicability
and protection of all laws, regardless of jurisdiction, giving to 



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Distributor any rights
of indemnity or other compensation in lieu of notice or otherwise arising upon termination of this Agreement or any other
relationship between Daikyo and Distributor. 
Daikyo will not be required to indemnify or pay any amount to
Distributor, whether as compensation, balancing, relief or otherwise, as a
result of the termination of this Agreement.


ARTICLE 7   MISCELLANEOUS


7.01   Relationship
of the Parties.  Distributor will act
hereunder as an independent contractor with no authority, either
express or implied, to obligate Daikyo in any respect.  All personnel
of Distributor will be employees or agents solely of Distributor, and no such
employee or agent will represent himself to be an employee or agent of Daikyo.


7.02   Severability.  Unenforceability of any provision or
provisions of this Agreement will not render unenforceable, or impair, the
remainder of this Agreement.  If any
provision or provisions of this Agreement will be found to be invalid, illegal
or unenforceable, either in whole or in part, this Agreement will be deemed amended to delete or modify as necessary the
offending provision or provisions and to alter the bounds thereof in
order to render it valid and enforceable.


7.03   Transferability
of Rights and Obligations.  Neither
party may transfer or assign (whether voluntarily, involuntarily or by
operation of law) any of its rights or obligations under this Agreement to any
person or entity without the prior written consent of the other party.  Any attempt to transfer or assign any rights
or obligations under this Agreement in violation of this Section will be void. 
Subject to the foregoing, this Agreement will bind and inure to the
benefit of permitted successors and assigns of the parties.


7.04   Notices.  All notices permitted or required to be given
hereunder will be written in English and will be deemed duly given (a) when
delivered by hand, (b) ten (10) business days after it is mailed, certified or
return receipt requested, with postage prepaid; (c) when sent by telex (with
answerback), (d) when sent by telecopy (with receipt confirmed), or (e) when
receipt is signed for when sent by Federal Express, DHL or other express
delivery service.  Notices will be
addressed as follows:


 


	
  If
  to Daikyo Seiko Ltd., to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  38-2, Sumida
  3-Chome

  
	
   

  	
   

  	
  Sumida-Ku

  
	
   

  	
   

  	
  Tokyo 131-0031 Japan

  
	
   

  	
   

  	
  Attention:

  	
  Masamichi Sudo, President

  
	
   

  	
   

  	
  Telecopier:

  	
  81 3 36101241

  
	
   

  	
   

  	
   

  
	
  With a required copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  West
  Pharmaceutical Services, Inc.

  
	
   

  	
   

  	
  101 Gordon Drive

  
	
   

  	
   

  	
  Lionville,
  Pennsylvania 19341

  
	
   

  	
   

  	
  Attention:

  	
  General Counsel

  
	
   

  	
   

  	
  Telecopier:

  	
  (610) 594-3013

  
	
   

  	
   

  	
   

  



 



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  If to Distributor, to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  West
  Pharmaceutical Services, Inc.

  
	
   

  	
   

  	
  101 Gordon Drive

  
	
   

  	
   

  	
  Lionville, Pennsylvania 19341

  
	
   

  	
   

  	
  Attention:

  	
  President

  
	
   

  	
   

  	
  Telecopier:

  	
  (610)594-3021

  



 


or at such other address
as either party may direct the other in writing.  Each party will promptly inform the other of
any change of address or personnel to receive such notices.


7.05   Modifications and
Amendments.  No modification,
addition or amendment of this Agreement shall be binding on any party unless
set forth in a document duly executed by or on behalf of such party.  No waiver of
any provision of this Agreement will constitute waiver of or excuse for any
other breach or default.  All waivers
hereunder must be in writing signed by the party against which
enforcement of such waiver is sought.


7.06   Headings.  The headings preceding the text of the
sections and subsections hereof are inserted solely for convenience of
reference, and will not constitute a part of this Agreement, nor, will they affect its meaning, construction or
effect.


7.07   Counterparts.  This Agreement may be executed in
counterpart, and each counterpart will be deemed
to be an original instrument, provided that all such counterparts together will
constitute only one agreement.


7.08   Governing Law and
Venue.   There are English language
and Japanese language versions of this Agreement.  The English language version is
controlling.  The first-instance jurisdiction over all controversies arising out of
this Agreement shall lie with the Tokyo District Court or the United States District Court for the Eastern District of
Pennsylvania.


7.09   Entire Agreement.   This Agreement and the Exhibits hereto, each
of which is incorporated herein, constitute the entire agreement between the
parties with respect to the subject matter
contained herein and supersedes all prior agreements, representations,  statements, understandings, customs and trade usage, if any, whether written or
oral.  Distributor and Daikyo agree that the English language version of this
Agreement shall control over translations of this Agreement into any
other language.



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IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above
written.


DAIKYO SEIKO, LTD.


	
  By 

  	
   

  	
  /s/ MASAMICHI
  SUDO

  	
   

  
	
   

  	
   

  	
  Masamichi Sudo, President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WEST PHARMACEUTICAL SERVICES, INC.

  
	
   

  
	
   

  
	
   

  
	
  By 

  	
   

  	
  /s/ DONALD E.
  MOREL, PH.D.

  	
   

  
	
   

  	
   

  	
  Donald E. Morel, Ph.D.,

  
	
   

  	
   

  	
  Chairman and Chief Executive Officer

  
					



 



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EXHIBIT A 


 


MARKS


“Daikyo Flurotec Closures”


“Daikyo Flurotec”


“CZ”


“Daikyo Resin CZ CRYSTAL INNOVATION”