Exhibit 10.56


[Execution
Copy]


DISTRIBUTORSHIP
AGREEMENT


THIS DISTRIBUTORSHIP AGREEMENT
(the “Agreement”), made and entered into this       
day of January, 2007, between 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 “West”), and 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 the “Distributor”).


Background


Distributor has requested the right to distribute the
Products (defined below) within the Territory (defined below).  West 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 West 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 West or its subsidiaries.


“Territory” means the Nation of Japan.













ARTICLE 2   APPOINTMENT
AND DUTIES OF DISTRIBUTOR


2.01         Appointment
and Duties.


(a)           West
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 the sale of the Products within the
Territory;


(ii)           maintain
inventories of the Products at levels agreed upon from time to time by West 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 West at least quarterly a written report which (A) indicates sales of the
Products made by Distributor during the previous quarter (including customer’s
name, Product number, description, quantity and price), and (B) describes sales
progress, marketing conditions, customer
responses concerning the Products and activities of competitors within the
Territory;


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


(vii)         promptly advise West 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.


ARTICLE 3   PROMOTION:
PROPRIETARY RIGHTS


3.01         Promotional
Materials.  Upon request, West 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.



 2
 









3.02         No
Modifications; Markings.  Distributor
will not make any modifications to the Products or their packaging without West’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 West at the time of delivery to
Distributor, unless written consent to use other markings is obtained from
West.


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 West. 
Distributor has no right to use, exploit, transfer or sublicense any
such industrial or intellectual property rights.  Distributor will promptly advise West of any known or threatened infringement of
West’s proprietary rights and support West (at West’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.   West
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 West.  West represents that it
either owns or otherwise has the right to license such use of the Marks to
Distributor.  West 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


4.01         Orders.  Distributor will submit orders to West from
time to time for such Products as Distributor desires to purchase.  No order for the Products from Distributor
shall be effective until West 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         Deliveries.  West will exercise its best efforts to
promptly ship Products ordered by Distributor; provided that West 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 West under any agreement is then unpaid.  Unless otherwise agreed in advance, all
deliveries will be made F.O.B. manufacturing plant location.  West will determine the route and method of shipment.  West 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.  West 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.



 3
 









ARTICLE 5   WARRANTY:
INDEMNIFICATION


5.01         Warranty.  West represents and warrants to
Distributor that the Products sold to Distributor pursuant to this
Agreement will conform to West’s written specifications for such products.  The exclusive remedy for any breach of the
warranty set forth above shall be as follows: West 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
West, 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 West at such
place as it may specify.  WEST 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 WEST 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 WEST 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
West’s sales literature or other publications.


5.03         Indemnification.  Distributor will indemnify,
defend and hold West 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. 
West will have the right, but not the obligation, to assume the defense
of any such lawsuit, proceeding or action.  West and Distributor will each give the other
prompt notice of any such claim, lawsuit, proceeding or action.


ARTICLE 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
West or Distributor upon 90 days’ written notice at any time after West ceases
to be a shareholder of Distributor.


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



 4
 









(c)           By either party in the event of a Change in Control
of the other.   The terminating
party will make this decision within one year after learning of such 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, West;


(c)           return
all copies of confidential information in its possession or control to West 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 West 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 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 West and Distributor.  West 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 West 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 West.



 5
 









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 West:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  West Pharmaceutical
  Services, Inc.

  
	
   

  	
   

  	
  101 Gordon Drive

  
	
   

  	
   

  	
  Lionville,
  Pennsylvania 19341

  
	
   

  	
   

  	
  Attention:

  	
  President

  
	
   

  	
   

  	
  Telecopier:

  	
  (610) 594-3021

  
	
   

  	
   

  	
   

  
	
  With a required copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  West
  Pharmaceutical Services, Inc.

  
	
   

  	
   

  	
  101 Gordon Drive

  
	
   

  	
   

  	
  Lionville,
  Pennsylvania 19341

  
	
   

  	
   

  	
  Attention: 

  	
  General Counsel

  
	
   

  	
   

  	
  Telecopier: 

  	
  (610) 594-3013

  
	
   

  	
   

  	
   

  
	
  If to Distributor, to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  38-2, Sumida
  3-Chome

  
	
   

  	
   

  	
  Sumida-Ku

  
	
   

  	
   

  	
  Tokyo 131-0031,
  Japan

  
	
   

  	
   

  	
  Attention:

  	
  Masamichi Sudo, President

  
	
   

  	
   

  	
  Telecopier:

  	
  81 3 36101241

  






 


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.



 6
 









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.  Japanese law shall be
applicable to this Agreement.  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 West agree that the English language version of this
Agreement shall control over translations of this Agreement into any
other language.


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

  
					



 



 7















EXHIBIT A


MARKS