Exhibit 10.59


MATERIAL NOTED WITH [* *] IS CONFIDENTIAL AND HAS
BEEN DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT, AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


WEST
PHARMACEUTICAL SERVICES

EXXONMOBIL CHEMICAL COMPANY

2006 - 2010 WORLDWIDE BUTYL POLYMER SUPPLY/PURCHASE AGREEMENT


ExxonMobil Chemical
Company (“EMCC” or “Seller”), a division of Exxon Mobil Corporation, and
certain of Exxon Mobil Corporation’s Affiliates, which Affiliates EMCC expects
to concur  in the terms of this
Agreement, (collectively, “EMCC/A”) hereby agree to supply West Pharmaceutical
Services (“WPS” or “Buyer”) and its Affiliates (collectively, “WPS/A”) with
Exxon® Butyl, Exxon Chlorobutyl, Exxon Bromobutyl, and Exxon Star-branched
Chlorobutyl polymers (collectively called “Products”) under the terms and
conditions set out below.


AFFILIATES

EMCC/A participating in this Agreement are listed in
Attachment A.  WPS/A participating in
this Agreement are listed in Attachment B. 
The EMCC Affiliates and West Affiliates covered under Agreement are
defined as those in which EMCC and WPS, respectively, own more than 50% and has
operating control.  EMCC/A will support
new volumes of standard EMCC grades required for the new China operation
(assuming majority owned and operated by WPS). 
[**]


EMCC and WPS each
represent and warrant that each has the authority to bind its respective
Affiliates so listed in the terms of this Agreement and will provide
documentation of authority to WPS and EMCC, respectively, upon request.  This list of participating affiliates in
Attachments A and B are non-exclusive to the extent that new WPS locations and
EMCC Affiliates may be added during the term of this Agreement by mutual
consent.


TERM OF AGREEMENT

This Agreement is for the period January 1, 2006 through
December 31, 2010.  It is the intent of both parties to [**] following negotiation of the terms and conditions of
this Agreement unless either party [**] of this
Agreement.  Negotiations between the
parties to renegotiate the terms and conditions of this Agreement will commence
at least 6 months prior to the expiration of this Agreement, December 31, 2010.


LOCATION OF SUPPLY


	
  North America

  	
   

  	
   

  	
  Latin America

  	
   

  	
   

  	
  Europe

  	
   

  	
   

  	
  Asia-Pacific

  	
   

  	
   

  
	
  USA

  	
  Brazil

  	
  Denmark

  	
  Singapore

  
	
   

  	
  Mexico

  	
  France

  	
  China

  
	
   

  	
   

  	
  Germany

  	
   

  
	
   

  	
   

  	
  United Kingdom

  	
   

  
	
   

  	
   

  	
  Serbia

  	
   

  



 













SUPPLY/PURCHASE VOLUMES

The intention of both parties is for EMCC/A to provide a
minimum of 80% of WPS/A’s butyl polymer requirements with the exception of [**].  Should WPS/A
approve EMCC/A [**], EMCC/A will supply at WPS/A’s
discretion.  At the request of WPS, EMCC
will supply higher volumes to accommodate WPS’s request.


EMCC/A will supply
approximately [**] of Product to WPS/A during
each calendar quarter for 2006.  Each
calendar year, thereafter, EMCC/A will supply volumes to be agreed upon, but no
less than the previous year unless the parties mutually agree to a lower
volume.


EMCC/A will guarantee
WPS/A [**] of a Butyl Product grade that is
intended to be eliminated or rationalized, provided EMCC/A can physically
produce the grade cost effectively.  In
cases where such product may exceed the EMCC/A normal age limit specification,
WPS/A will agree to waive the product age specification.


PRICING


Products sold by EMCC/A
to WPS/A during the term of this Agreement shall be sold subject to the
appropriate EMCC/A “Standard Terms and Conditions/Acknowledgment of Purchase
Order” or invoice.  If none exist, the
appropriate Affiliates will enter into an agreement outlining the terms and
conditions of Product sales not covered in this Agreement.  Invoicing and payment will be in U.S. dollars
or in the local currency of each country involved in this Agreement, as agreed
upon between the respective EMCC and WPS Affiliates.  In the event of a conflict between the
Standard Terms and Conditions/Acknowledgement of Purchase Order, the terms and
conditions outlined in this Agreement will govern.


Prices to WPS/A and the
prices from which all Discounts will be calculated will be EMCC/A FOB List
Prices, in US dollars per metric ton, then in effect for the particular Product
(“Base Prices”), subject to the following provisions:


·                  EMCC/A
agrees to not change the WPS/A Bases Prices in effect on the date of execution
of this Agreement through December 31, 2006, except as noted below; thereafter,
WPS/A Base Prices may be adjusted [**] per
calendar year, except as noted below


·                  [**]


·                  EMCC/A
may reopen Base Price negotiations based on the cost of energy.  The EXW Production Plant Net Invoiced (“NIP”)
shall be a function of the Brent crude oil evolution (as further defined
below), in order to reflect the cost of energy. 
Should Brent crude oil price at any moment during the lifetime of this
Agreement remain for a three-month period in one of the Brent crude oil price













 


brackets mentioned below,
the Parties agree to meet and discuss a possible increase or decrease of
NIP.  [**]


·                  List
price for [**] $[**] per
metric ton effective January 1, 2006. 
The price for same will [**] on January
1, 2007


·                  [**]


·                  All
Products will be [**] WPS/A Base Prices.  This [**] payment
terms from date of invoice receipt at WPS, payable via wire transfer, [**] after receipt of invoice.  EMCC/A will [**]
shall be reviewed independently by region (North America, Mexico, Europe,
Singapore and Brazil).  [**]


QUANTITY ADJUSTMENT


If, during the term of this Agreement, Seller’s terms
and conditions for Products of like quality (i.e., comparable properties,
consistency and performance) are no longer competitive, in whole or in part,
Buyer may notify Seller.  Within a
reasonable period after notice, the parties shall enter into good faith
negotiations regarding Buyer’s proposed changes in the terms and conditions of
the contract.  In the event the
negotiations do not result in a mutually acceptable resolution, Buyer shall
have the right to reduce the contractual quantity of Product by the amount of
the affected Product at issue.


INVOICING AND [**]

In North America, Europe and Singapore, EMCC/A
will invoice WPS/A at [**] on all
purchases subject to [**] as
outlined above.


CREDIT


If the financial
responsibility of either party becomes impaired or unsatisfactory to the other
in terms of a party’s ability to fulfill this Agreement, the other party may
demand adequate security of a type satisfactory to it to assure performance of
this Agreement, or if such security is not furnished when requested, the party
demanding such security may withhold performance until such security is
furnished. EMCC may require cash in advance for Product to such one or more of
WPS/A immediately upon notification to such one or more of WPS/A.  Such action by EMCC shall not constitute a
change of payment terms hereunder.


PRICING BASIS AND PAYMENT
TERMS

In the USA and Europe, the EMCC/A List Prices are FOB
plant.  Payment terms are net [**] days from the date of the invoice [**].


In Latin American
countries, the pricing basis is FAS U.S. Gulf Coast/Europe or DAF U.S./Mexico
border.  Freight and handling charges of
$[**] per metric ton for FAS U.S. Gulf
Coast/Europe shipments or $[**] per metric
ton for DAF U.S./Mexico border will













 


be added to the EMCC/A
FOB pricing basis to determine Latin America net pricing. Payment terms are net
[**] days.  [**].


In Singapore, the pricing
basis is CIF destination port.  Freight
charges of [**] will be added to the net FOB
invoice prices to arrive at the CIF pricing basis.  Payment terms are net 30 days [**].


JOINT PROGRAMS

EMCC and WPS agree to pursue mutual programs of interest for
the purpose of enabling technical exchange, providing processing assistance, or
other productivity or cost reduction initiatives.


EMCC agrees to provide
WPS an annual economic/market review in the third quarter of each calendar year
of this Agreement to assist WPS in its corporate planning efforts.


CONSIGNMENT STOCK

In Europe, EMCC/A will continue to supply consigned
Product.  EMCC/A and WPS/A agree to
continue to evaluate alternate methods (e.g. scheduled billing) to replace
consigned inventory by no later than December 2006.


[**]


ECONOMIC CONDITIONS AND
TRENDS

It is understood and agreed that the basis for this Agreement
is an extraordinary level of mutual trust and confidence between the parties,
not only in matters or price, quality, and service relating to the quantities
of Product purchased and sold hereunder, but also with respect to the accommodation
of changes that may develop in the business environment or the pursuit of such
mutual undertakings as may benefit either or both of the parties to this
Agreement.  Moreover, the terms relating
to quantity and price presume of continuation of economic conditions and trends
now prevailing, including but not limited to levels of industrial production,
tire demand, labor rates, energy costs, and foreign exchange
relationships.  In the event that, in the
view of either party, a significant change of any kind does occur which
materially and significantly alters the value received by either party in this
transaction, that party may, upon written notice of its election and reasons
therefore, request that this Agreement be renegotiated and the other party will
be obligated to respond within ten (10) days agreeing to enter into the
renegotiation unless the request is formally withdrawn.  Neither party shall either unreasonably
request such renegotiation or unreasonably withhold agreement to so
renegotiate.


FAILURE IN PERFORMANCE

No liability shall
result to EMCC/A or WPS/A from delay in performance or non-performance in whole
or in part caused by circumstances reasonably beyond the control of the party
affected, including but not limited to, acts of God, terrorist activity,
transportation failure, breakdowns, equipment failure, shortage or inability to
obtain Product or raw material for Product, or good-faith compliance with any
governmental













 


order
or request (whether valid or invalid). 
Regardless, however, of the occurrence or nonoccurrence of any such
circumstances, if supplies of Product, or feedstock for making Product, from
any of EMCC/A’s existing sources are curtailed or are inadequate to meet EMCC/A’s
own requirements and/or its obligations to its customers, EMCC/A’s obligation
to deliver Product during such period shall be reduced to the extent necessary,
in EMCC/A’s reasonable judgment, to apportion fairly among EMCC/A’s own
requirements and its customers (whether under contract or not) such Product as
received and as may be available in the ordinary and usual course of EMCC/A’s
business from any existing sources of supply at the location(s) from which
deliveries like those covered hereby are normally shipped.  EMCC/A shall not be obligated to purchase or
obtain Product, or feedstock to make Product, to replace deliveries omitted or
curtailed under this paragraph.


GOVERNING LAW

This
Agreement shall be governed by the laws of the State of Texas.  Notwithstanding any other provision in
this Agreement or any other document, neither this Agreement nor any other
document shall constitute an agreement between EMCC/A and WPS/A which would
cause EMCC/A to take any action that is in conflict with or prohibited by U.S.
law.


ENTIRE AGREEMENT

This Agreement and the “Standard Terms and
Conditions/Acknowledgement of Purchase Order” or invoice constitutes the
complete and exclusive statement of the terms of agreement between EMCC/A and
WSP/A and supersedes any and all agreements, representations and
understandings, oral and written, made prior to signing and relating to the
subject matter of this Agreement.


	
  Accepted and Agreed to by

  	
  Accepted and Agreed to by

  
	
  West
  Pharmaceutical Services, Inc.

  	
  ExxonMobil Chemical Company

  
	
   

  	
  A division of Exxon Mobil Corp.

  
	
   

  	
   

  
	
  This 25th day of
  September, 2006

  	
  this 6th day of October, 2006

  
	
   

  	
   

  
	
  /s/ Donald E.
  Morel Jr.

  	
   

  	
  /s/ A.J. Sullivan

  	
   

  
	
  By: Donald E.
  Morel Jr.

  	
  By: A.J. Sullivan

  
	
  Title: Chairman
  and C.E.O.

  	
  Title: Global V.P., Butyl

  
				



 


















 


ATTACHMENT A


West
Pharmaceutical Services

ExxonMobil Chemical Company

2006-2010 Supply/Purchase Agreement


List of
ExxonMobil Divisions and Affiliates


For Sales in the U.S.A.

ExxonMobil Division Affiliate: 
ExxonMobil Chemical Company

13501 Katy Freeway

HOUSTON, TX   77079


Contact:  Mr.
Mike Brownlow

Sells to WPS Affiliates:  West
Pharmaceutical Services


For Sales in Brazil and Mexico

ExxonMobil Quimica Ltda

Rua Libero Badaro, 377 - 8 andar

01009-000 Sao Paulo - SP, BRAZIL


Contact:  Sr
Jose Alves

Sells to WPS Affiliates:  Brazil and
Mexico


For Sales in the UK, Denmark and Germany

ExxonMobil Chemical Belgium

A Division of ExxonMobil Petroleum & Chemical, BVBA

Registered Office:  Polderdijkweg B-2030
Antwerp,

VAT BE 0416.375.270

BoA Antwerp EUR 685-6691011-19


Contact:  Dr.
Wolfgang Voelker

Sales to WPS Affiliates:  West
Pharmaceutical Services Cornwall Limited West

Pharmaceutical Services Deutschland GmbH & Co. KG













For Sales in France

ExxonMobil Chemical Belgium

A division d’ExxonMobil Petroleum & Chemical, BVBA

dont le siege social est etabli a Polderdijkweg, B-2030

Anvers, Belgique, RPM Anvers, TVA BE 0416.375.270 (compte bancaire)

BoA Anvers EUR 685-6691011-19


Contact:  Dr.
Wolfgang Voelker

Sales to WPS Affiliates:  West
Pharmaceutical Services France S.A.

Le Nouvion-en-Thierache, France


For Sales in Singapore

ExxonMobil Affiliate:  ExxonMobil
Chemical Asia Pacific,

Division of ExxonMobil Asia Pacific Pte. Ltd.

1 HarbourFront Place

#06-00 HarbourFront Tower One

SINGAPORE


Contact:  Mr.
Lim Keng Huat


Sells to WPS Affiliate:  West Pharmaceutical Services Singapore Pte.
Ltd.













 


ATTACHMENT B


West
Pharmaceutical Services

ExxonMobil Chemical Company

2006 - 2010 Supply/Purchase Agreement


List of
West Pharmaceutical Services Affiliates




	
  BRAZIL

  West Pharmaceutical Services Brasil Ltda

  Diadema, Sao Paulo, Brazil

  	
  MEXICO

  The West Company, Mexico, S.A. de C.V

  Jiutepec, Morelos, Mexico

  
	
  DENMARK

  West Pharmaceutical Services Danmark A/S

  Horsens, Denmark

  	
  SINGAPORE

  West Pharmaceutical Services Singapore Pte. Ltd.

  Jurong, Singpore

  
	
  FRANCE

  West Pharmaceutical Services France S.A.

  Le Nouvion-en-Thierache, France

  	
  UNITED KINGDOM

  West Pharmaceutical Services Cornwall Limited

  St. Austell, Cornwall, England

  
	
  GERMANY

  West Pharmaceutical Services Deutschland

  GmbH & Co. KG

  Eschweiler, Germany

  	
  U.S.A.

  West Pharmaceutical Services

  101 Gordon Drive

  Lionville, PA19341

  
	
  SERBIA

  West Pharmaceutical Services Beograd

  Kovin, Serbia