<PAGE>



                            CONFIDENTIAL TREATMENT REQUESTED BY AKZO NOBEL N.V.

                                                                   EXHIBIT 4(A)





                      LICENSE AND COLLABORATION AGREEMENT


                            dated October 20, 2003


                                by and between



                            ORGANON (IRELAND) LTD.


                                      and


                                  PFIZER INC.














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                               TABLE OF CONTENTS



                                                                           Page

ARTICLE 1 - DEFINITIONS....................................................   1

ARTICLE 2 - SCOPE OF THE COLLABORATION.....................................  18

ARTICLE 3 - REPRESENTATIONS AND WARRANTIES.................................  20

ARTICLE 4 - PRODUCT DEVELOPMENT............................................  24

ARTICLE 5 - MANUFACTURING AND SUPPLY.......................................  28

ARTICLE 6 - COMMERCIALIZATION..............................................  30

ARTICLE 7 - REGULATORY MATTERS.............................................  40

ARTICLE 8A - REPORTS.......................................................  43

ARTICLE 8 - MILESTONES.....................................................  45

ARTICLE 9 - REVENUE SHARING AND ROYALTIES..................................  47

ARTICLE 10 - DECISION MAKING...............................................  52

ARTICLE 11 -INTELLECTUAL PROPERTY..........................................  60

ARTICLE 12 - CLAIMS........................................................  65

ARTICLE 13 - TERM AND TERMINATION..........................................  69

ARTICLE 14 - CONFIDENTIALITY...............................................  78

ARTICLE 15 - DISPUTE RESOLUTION............................................  80

ARTICLE 16 - MISCELLANEOUS.................................................  81

SCHEDULE 1.2 - [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED
SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]......................  86

SCHEDULE 1.15 - [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED
SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]......................  87

SCHEDULE 1.26 - DESCRIPTION OF COMPOUND....................................  88

SCHEDULE 1.33 - CO-PROMOTION COUNTRIES.....................................  89

SCHEDULE 1.40 - MINIMUM DETAIL REQUIREMENTS................................  92

SCHEDULE 1.94 - ORGANON PATENT RIGHTS......................................  93

SCHEDULE 1.114 - PRODUCT PROFILE...........................................  97


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SCHEDULE 1.133 - ROYALTIES TO [CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]........  98

SCHEDULE 3.1(viii) - THIRD PARTY DEVELOPMENT AND MANUFACTURE AGREEMENTS....  99

SCHEDULE 4.1 - DEVELOPMENT PLAN............................................ 100

SCHEDULE 4.8 - METHODOLOGY FOR TRACKING SALES FOR NEW INDICATIONS.......... 101

SCHEDULE 6.3 - MARKETING COSTS............................................. 102

SCHEDULE 6.4 - REDUCTION OF DETAILING REQUIREMENTS AND MARKETING COST
OBLIGATIONS................................................................ 104

SCHEDULE 9.8 - CURRENT MANUFACTURING PROCESS............................... 105

SCHEDULE 13.5(II)(A) -[CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]............ 106

SCHEDULE 16.14 - JOINT PRESS RELEASE....................................... 107


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                      LICENSE AND COLLABORATION AGREEMENT


This License and Collaboration Agreement (hereinafter the "Agreement"), is made
this 20th day of October, 2003, by and between:

Organon  (Ireland)  Ltd., an Irish company, having an address at  Churerstrasse
160b, Pfaffikon 8808, Switzerland (hereinafter "Organon"),

and

Pfizer Inc., a corporation  organized  under the laws of the State of Delaware,
having  an  address at 235 East 42nd Street,  New  York,  New  York  10017-5755
(hereinafter "Pfizer").

WHEREAS, Organon  is the owner of confidential data and know-how in relation to
a pharmaceutical compound known as asenapine with the potential application, if
successfully developed,  approved  by Regulatory Authorities (as defined below)
and commercialized in product form,  in   the  treatment  of  schizophrenia and
bipolar disorders;

WHEREAS,  Organon has identified the need for additional technical,  commercial
and financial  resources which are not available within its own organization in
order to carry out  and  complete the successful development, obtain Regulatory
Approval and commercialize the Product (as defined below) and thus requires the
collaboration of a party with  appropriate  expertise, resources and reputation
in the central nervous system ("CNS") field;

WHEREAS, Pfizer has considerable experience in  the  research,  development and
commercialization  of pharmaceutical products, particularly in the  CNS  field,
and has the technical,  commercial  and financial resources to collaborate with
Organon on the development of the Product,  to  obtain  Regulatory Approval for
and Launch (as defined below) the Product in accordance with  the terms of this
Agreement; and

WHEREAS,  Organon and Pfizer have agreed to collaborate on the development  and
commercialization  of  the  Product, all as more particularly described in, and
subject to the terms and conditions of this Agreement.

NOW THEREFORE, the Parties mutually agree as follows:


                                   ARTICLE 1

                                  DEFINITIONS

Whenever used in this Agreement,  unless  otherwise  clearly  required  by  the
context,  the following terms will have the following meanings and will include
both the singular and the plural.

      1.1 "Act" means both the United  States Food,  Drug and Cosmetic  Act, as
amended from time to time, and the regulations promulgated under the foregoing.

      1.2 "[CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
TO THE SECURITIES AND EXCHANGE  COMMISSION]" means the clinical study described
in Schedule 1.2 to this Agreement.


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      1.3 "Affiliate" of a Party means any entity which, through ownership of a
majority of shares or otherwise,  either directly or indirectly,  is in control
of,  controlled by or under common control with such Party,  and for so long as
such control shall continue. For the avoidance of doubt, neither of the Parties
to this Agreement shall be deemed to be an "Affiliate" of the other solely as a
result of their entering into this Agreement.

      1.4 "Agreement" means this document, including the Schedules hereto, each
of which is incorporated by reference herein.

      1.5 "Alliance Agreements" means this Agreement,  the Xanax Agreement, the
Intermediate  Supply Agreement,  the Primary Packaged Product Supply Agreement,
the Finished Product Supply Agreement and the Guaranty.

      1.6 "Application for Regulatory Approval" means the foreign equivalent to
an NDA in Countries of the Territory other than the United States.

      1.7  "Bankruptcy Code" means 11 U.S.C par. 101-1330, as amended.

      1.8  "beneficial  ownership"  (and other  correlative  terms) by a Person
means,  with respect to any  security:  (i) such Person or any of such Person's
subsidiaries directly or indirectly owns such security; (ii) such Person or any
of such Person's  subsidiaries has the right to acquire such security  (whether
such  right is  exercisable  immediately  or only  after the  passage  of time)
pursuant to any  agreement,  arrangement  or  understanding  (whether or not in
writing) or upon the exercise of conversion  rights,  exchange rights,  rights,
warrants or options, or otherwise;  or (iii) ownership,  direct or indirect, by
any other  Person with which such Person or any of such  Person's  subsidiaries
has any agreement,  arrangement or understanding  for the purpose of acquiring,
holding, voting or disposing of such security; provided, however, that a Person
shall not be deemed to have  beneficial  ownership of any security by virtue of
an agreement,  arrangement or  understanding  to vote such security that arises
solely from a revocable  proxy or consent given to such Person in response to a
public proxy or consent  solicitation made pursuant to, and in accordance with,
the applicable rules and regulations of the Securities Exchange Act of 1934, as
amended.

      1.9 "Business Day" means a day that is not a Saturday, Sunday or a day on
which banking  institutions in New York, New York or Geneva,  Switzerland,  are
authorized by Law to remain closed.

      1.10  "Calendar  Quarter"  means each of the periods  ending on March 31,
June 30, September 30 and December 31.

      1.11 "CCC" means the Country  Commercialization  Committees  described in
Article 10.6.

      1.12 "CDRC" means the Clinical Development/Regulatory Committee described
in Article 10.3.

      1.13 "cGMP" means the then-current  Good  Manufacturing  Practices (i) in
the Country where such  manufacture  occurs and (ii) in all of the Countries in
which a Party  is  Developing,  Co-Promoting  and/or  otherwise  marketing  and
selling  the  Product,  as  promulgated  by the  FDA  and/or  other  Regulatory
Authorities.

      1.14  "Change  in  Control"  means,  with  respect  to a Party,  an event
described in (i), (ii), (iii) or (iv) where:

            (i)   Creation of New Control Person:


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                  (a) solely  with  respect  to Pfizer,  any Person or group of
            Persons  acquires  beneficial  ownership  of Voting Stock of Pfizer
            entitling   the  holder(s)   thereof  to  at  least   [CONFIDENTIAL
            INFORMATION  HAS  BEEN  OMITTED  AND  FURNISHED  SEPARATELY  TO THE
            SECURITIES  AND  EXCHANGE  COMMISSION]%  of the voting power of the
            then outstanding Voting Stock of Pfizer; and

                  (b) solely with  respect to  Organon,  any Person or group of
            Persons (other than Organon Parent and its  subsidiaries)  acquires
            or possesses  beneficial ownership of Voting Stock of Organon or of
            any Organon  Group Parent  entitling  the  holder(s)  thereof to at
            least  [CONFIDENTIAL  INFORMATION  HAS BEEN  OMITTED AND  FURNISHED
            SEPARATELY  TO THE  SECURITIES  AND  EXCHANGE  COMMISSION]%  of the
            voting  power of the then  outstanding  Voting  Stock of Organon or
            such  Organon  Group  Parent  other than  pursuant  to a  Permitted
            Transaction.

            (ii)  Loss of Existing Control:  solely with respect to Organon:

                  (a) Organon Parent ceases to beneficially own Voting Stock of
            Organon or of any Organon  Group Parent  which has a  [CONFIDENTIAL
            INFORMATION  HAS  BEEN  OMITTED  AND  FURNISHED  SEPARATELY  TO THE
            SECURITIES  AND  EXCHANGE  COMMISSION]  of the voting  power of the
            outstanding  Voting Stock of Organon or such Organon  Group Parent,
            other than pursuant to a Permitted  Transaction or Qualified  Split
            Off  Transaction,  and Organon or such  Organon  Group  Parent,  as
            applicable, is not Listed; or

                  (b) If  Organon  or  any  Organon  Group Parent is Listed  (in
            either  case  a "Listed Organon Entity") and  such  Listed  Organon
            Entity  enters into  a  merger,  consolidation,  reorganization  or
            similar transaction  (including  a  series of related transactions)
            with  another  Person as a result of which,  immediately  following
            such transaction  (or series of transactions), less than a majority
            of the voting power  of  the  then  outstanding Voting Stock of the
            surviving  entity  of such transaction  is  beneficially  owned  by
            Persons who beneficially  owned Voting Stock of such Listed Organon
            Entity immediately prior to  such  transaction or series of related
            transactions; provided, that (x) a Permitted  Transaction shall not
            be deemed a "Change in Control" under this Article 1.14(ii) and (y)
            for  purposes  of this Article 1.14(ii) if any specific  shares  of
            Voting Stock which  are  beneficially  owned by Organon Parent  are
            also beneficially owned by any entity which  is not a subsidiary of
            Organon  Parent,  then  Organon  Parent  shall  not  be  deemed  to
            beneficially own such shares of Voting Stock.

            (iii) Asset Sale: the Party sells to any Third Party in one or more
      related   transactions   properties   or  assets   representing   all  or
      substantially  all of the  properties  and assets of such Party or all or
      substantially  all of its properties and assets  relating to the business
      to which this Agreement pertains; it being understood and agreed that, if
      within any two-year  period,  the Organon Group was involved in any asset
      sale, share sale, merger or other transfer whereby at least [CONFIDENTIAL
      INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO THE SECURITIES
      AND EXCHANGE  COMMISSION]%  of the Organon  Group (as  measured  from the
      beginning to the end of such two-year period based upon assets, net sales
      and/or net income  under GAAP) was sold or otherwise  transferred  to any
      Third Party,  then Organon shall be deemed to have undergone a "Change in
      Control" under this Article 1.14(iii); or

            (iv)  Organon  Parent  Change of Control:  solely  with  respect to
      Organon

                  (a)(1)   any Person or group of Persons acquires or possesses
            beneficial ownership  of  Voting  Stock of Organon Parent entitling
            the  holder(s)  thereof to at least [CONFIDENTIAL  INFORMATION  HAS
            BEEN  OMITTED  AND  FURNISHED


                                       3

<PAGE>


            SEPARATELY  TO THE  SECURITIES  AND  EXCHANGE  COMMISSION]%  of the
            voting power of the then outstanding Voting Stock of Organon Parent
            or  otherwise   obtains   (whether   pursuant  to  any  shareholder
            agreement, articles or other applicable constitutional documents or
            otherwise)  the power to elect a majority of the board of directors
            (or other  comparable  body) of Organon Parent or obtains the right
            or power  to  nominate  or elect  directors  (or  other  comparable
            persons) having,  in the aggregate,  a majority of the voting power
            of all directors (or comparable  persons) on the board of directors
            (or other comparable body), of Organon Parent; or

                     (2)   Organon Parent enters into a merger,  consolidation,
            reorganization  or  similar  transaction  (including  a  series  of
            related transactions)  with  another  Person  as a result of which,
            immediately following such transaction, less than  a  [CONFIDENTIAL
            INFORMATION  HAS  BEEN  OMITTED  AND  FURNISHED  SEPARATELY TO  THE
            SECURITIES AND EXCHANGE COMMISSION] of the number  of shares or the
            voting power of the then outstanding Voting Stock of  the surviving
            entity  of  such  transaction is beneficially owned by Persons  who
            were shareholders of  Organon  Parent  immediately  prior  to  such
            transaction or series of related transactions; and

                  (b)  (1)   within  18  calendar  months after such event such
            Person or group of Persons is or becomes a Competitor or becomes an
            Affiliate of a Competitor, or

                       (2)   within 18 calendar months after such  event any of
            the  following  occur,  or  Organon  Parent  or  the  acquiring  or
            surviving entity, as applicable, publicly announces that any of the
            following is expected to occur:

                  (X)   the  resignation or removal of any two of the following
                        individuals:     President,    Organon   International,
                        President, Organon USA Inc., Executive  Vice President,
                        Global Manufacturing and Quality Affairs or Senior Vice
                        President,  Global  Research,  as  such  positions  are
                        operationally  defined  from  time  to time within  the
                        Organon Group;

                  (Y)   the  divestiture of any material part  of  the  Organon
                        Group other than pursuant to a Permitted Transaction or
                        a Qualified Split Off Transaction; or

                  (Z)   actual pharmaceutical-specific research and development
                        spending by the Organon Group, as a percentage of sales
                        of the  Organon  Group,  for  the  twelve  month period
                        following such event is less than such spending for the
                        twelve month period immediately preceding such event by
                        more  than  [CONFIDENTIAL INFORMATION HAS BEEN  OMITTED
                        AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE
                        COMMISSION]%.

      1.15 [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
TO THE SECURITIES AND EXCHANGE COMMISSION] means the Product Study described on
Schedule 1.15.

      1.16 "Clinical Supplies" means Product for purposes of the Development of
the Product, including placebo.

      1.17 "Code" or "Codes"  means the Code on  Interactions  with  Healthcare
Professionals  promulgated by the Pharmaceutical  Research and Manufacturers of
America  (PhRMA),  the  American  Medical  Association  Guidelines  on Gifts to
Physicians, and the Department of Health and Human Services Office of Inspector
General Compliance Program Guidance for Pharmaceutical Manufacturers,  released
April, 2003, as any of the foregoing may be amended, from time to time, and any
comparable codes or guidelines in effect in each Country in the Territory.

                                       4

<PAGE>




      1.18 "Co-Market" or  "Co-Marketing"  means,  with respect to the Product,
the separate  marketing  and sale in a  Co-Marketing  Country of the Product by
Organon and Pfizer under separate and distinct trademarks.

      1.19  "Co-Marketing  Country"  means  each  Country  other  than a Pfizer
Exclusive Country or an Organon Exclusive Country in which  Co-Promotion is not
permitted  under local Law, but in which  Co-Marketing is permitted under local
Law.

      1.20   "Collaboration   Intellectual   Property"   means  all   Technical
Information and all confidential business and commercial  information and trade
secrets,  in each case developed or acquired by either Party, or jointly by the
Parties, or by their respective  Affiliates,  in the course of the Parties' and
their respective Affiliates' activities pursuant to this Agreement.

      1.21 "Collaboration  Inventions" means any and all patentable  inventions
and discoveries,  conceived and reduced to practice during the Term and arising
out of the activities of the Parties or their respective Affiliates pursuant to
this Agreement.

      1.22 "Combination  Product" means any Product which contains, in addition
to the Compound, one or more other therapeutically active ingredients.

      1.23 "Commercially Reasonable Efforts" means, those efforts and resources
that  Organon  or  Pfizer,   respectively,   would  use  were  it   developing,
manufacturing,  promoting and detailing its own  pharmaceutical  products which
are of similar  market  potential as the Product,  taking into account  product
labelling, market potential, past performance,  economic return, the regulatory
environment and competitive  market  conditions in the therapeutic area, all as
measured by the facts and  circumstances  at the time such efforts are due. For
the  avoidance  of doubt,  in  evaluating  economic  return,  Pfizer  shall not
consider the Initial Fee, Event Milestone  Payments and  Performance  Milestone
Payments payable to Organon under this Agreement.

      1.24 "Competing  Product" means any  prescription  antipsychotic  that is
approved by FDA or EMEA for the treatment of  schizophrenia or bipolar disorder
other than (i) the  Product,  (ii)  Geodon,  and (iii) on a  Country-by-Country
basis prior to the initial  Launch of the  Product in a Country,  and  provided
that Organon is then-detailing  [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND
FURNISHED  SEPARATELY  TO THE  SECURITIES  AND  EXCHANGE  COMMISSION]  in  such
Country, [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO
THE SECURITIES AND EXCHANGE COMMISSION].

      1.25  "Competitor"  means  (a)  a  company  having  an  interest  in  the
pharmaceutical  business that sells a Competing  Product with aggregate  annual
sales, as reported by IMS or such other reliable third party data provider,  of
more than $[CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
TO THE SECURITIES AND EXCHANGE COMMISSION] in the last full calendar year prior
to any event described in Article  1.14(iv)(b) or that has a Competing  Product
with that sales potential in Phase III development,  or (b) any  pharmaceutical
company that,  together with its  affiliates,  has in excess of  $[CONFIDENTIAL
INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO THE  SECURITIES  AND
EXCHANGE COMMISSION] of net sales, calculated on a worldwide basis, in the last
full calendar year prior to any event described in Article 1.14(iv)(b).

      1.26  "Compound"  means  the  active  pharmaceutical   ingredient  called
asenapine as described in Schedule 1.26 in any chemical form, including without
limitation, salts, solvates, metabolites, prodrugs, polymorphs and enantiomers.

      1.27  "Confidential   Information"  means  all  trade  secrets  or  other
proprietary information,  including without limitation any proprietary data and
materials  (whether  or not  patentable  or  protectable  as


                                       5

<PAGE>



a  trade  secret),  regarding  a  Party's  technology,  products,  business  or
objectives or regarding the Product, or Xanax or any improvements or changes to
either product, that is disclosed by a Party to the other Party pursuant to the
Alliance  Agreements.  Notwithstanding  the foregoing,  there shall be excluded
from the foregoing definition of Confidential  Information any of the foregoing
that:
            (i)   was  known  by  the  receiving Party prior  to  its  date  of
      disclosure to the receiving Party  as  shown  by  the  receiving  Party's
      written records; or

            (ii)  either  before  or  after  the  date of the disclosure to the
      receiving Party is lawfully disclosed to the  receiving  Party by a Third
      Party not in violation of any obligation to the disclosing Party; or

            (iii) either  before  or  after the date of the disclosure  to  the
      receiving  Party becomes published  or  generally  known  to  the  public
      through no fault  or  omission  on the part of the receiving Party or its
      Affiliates; or

            (iv)  is independently developed  by  or  for  the  receiving Party
      without  reference  to  or reliance upon the Confidential Information  as
      demonstrated by contemporaneous  written  records of the receiving Party;
      or

            (v)   is required to be disclosed by  the receiving Party to comply
      with applicable Laws, to defend or prosecute litigation or to comply with
      governmental  regulations  or  the  regulations or  requirements  of  any
      internationally-recognized stock exchange  or  NASDAQ,  provided that the
      receiving  Party provides prior notice of such disclosure  to  the  other
      Party (and takes  reasonable  and lawful actions to avoid and/or minimize
      the degree of such disclosure).

      For the purpose of this Article  1.27 "Party" shall include Affiliates of
      such Party.

      1.28 "Consensus Matter" means a matter that requires a decision by mutual
agreement of the Parties pursuant to this Agreement.

      1.29 "Control" or "Controlled"  means,  with respect to any  intellectual
property right, the possession (whether by ownership or license) by a Party (or
by any  Affiliate  of a Party) of the  ability  to grant to the  other  Party a
license under such right without  violating the terms of any agreement with any
Third Party.

      1.30  "Conversion  Date"  shall  have the  meaning  set forth in  Article
6.8(ii)(a).

      1.31  "Conversion  Date  Statement"  shall have the  meaning set forth in
Article 6.8(iii).

      1.32  "Co-Promotion"  or  "Co-Promote"  means  the  joint  marketing  and
promotion,  including  without  limitation  Detailing,  of the Product  under a
single  Trademark  (where  one  Party  is  making  sales)  in the  Co-Promotion
Countries  undertaken by a Party pursuant to the then-current  Global Marketing
Plan.

      1.33 "Co-Promotion Criteria" means that, in any Country, a Party:

            (i)   has  Sales  Representatives  able  to  provide  no  less than
      [CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND FURNISHED SEPARATELY  TO
      THE SECURITIES AND EXCHANGE COMMISSION]%  of  the agreed-upon Details for
      such Country as specified in the relevant Country Marketing Plan; and

            (ii)  has  a  local Affiliate with the ability  to  provide  sales,
      marketing, medical, and  other pharmaceutical product support services as
      is usual and customary in the pharmaceutical industry for such Country.


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<PAGE>




      1.34  "Co-Promotion  Country"  or  "Co-Promotion  Countries"  means those
Countries  listed on Schedule  1.33 as may be amended  from time to time by the
Parties in accordance with this Agreement;  provided,  however,  that if either
Party is  prohibited  by Law from  doing  business  in any  Country  listed  on
Schedule 1.33,  then,  for so long as such  prohibition  remains in place,  the
other Party (provided that the other Party is not so prohibited) shall have the
exclusive right to commercialize the Product in such Country.

      1.35 "Cost of Goods" means (i)  Manufacturing  Costs,  plus or minus,  as
applicable,  (ii)  Manufacturing  Cost  variances  between  the  standard  cost
components  of  Manufacturing  Costs and the actual  costs  incurred  that such
standard cost  component(s) are intended to cover,  (iii)  Out-of-Pocket  Costs
directly  related to shipping of finished  Product to the final warehouse prior
to sale of such  Product  to an  unaffiliated  Third  Party  in a  Co-Promotion
Country;  and (iv)  non-standard  other  cost of sales  items  such as  process
improvements  (other than  process  development  for the initial  manufacturing
process  for the  Product  described  in  Schedule  9.8),  obsolete  inventory,
inventory revaluation,  and expense portion of capital projects,  provided that
such costs described in this subparagraph (iv) are agreed upon by the MSC.

      1.36 "Country" or "Countries" means all of the countries in the Territory
whether  a  Co-Promotion  Country,   Co-Marketing  Country,  Organon  Exclusive
Country,  or Pfizer Exclusive  Country;  it being understood and agreed, in the
event  that any such  Country  is  subdivided  or  otherwise  partitioned,  the
definition of "Country" will include each such  subdivided  and/or  partitioned
geographical area and, for purposes of this Agreement,  Details, Net Sales, and
other obligations will be appropriately adjusted.

      1.37 "Country  Marketing  Plan" means the marketing  plan prepared by the
CCC for the applicable Co-Promotion Country or group of Co-Promotion Countries.

      1.38 "Current Product" means the Product in the current formulation which
Product is  currently  being used by  Organon in  clinical  trials and is being
developed for the Initial Indications, all as of the Effective Date.

      1.39  "Detail"  means a  face-to-face  contact of either an Organon Sales
Representative  or a Pfizer  Sales  Representative,  as the case may be, with a
medical professional with prescribing  authority during which scientific and/or
medical information about the Product is discussed. A Detail does not include a
reminder or sample drop.  Details  shall be measured by each  Party's  internal
recording of such activity;  provided that,  such  measurement  shall be on the
same basis as the recording Party's  measurement for its sales  representatives
detailing  of such  recording  Party's  other  products,  consistently  applied
throughout the Term. When used as a verb, the term "Detailing"  means to engage
in the activity of a Detail.

      1.40 "Detail  Requirement"  means the number of Details that each Party's
Sales  Representatives are required to perform in each Co-Promotion  Country in
each  Year of the  Term  pursuant  to the  Global  Marketing  Plan  or  Country
Marketing Plan then in effect, subject to Schedule 1.40.

      1.41 "Development" means, with respect to the Product, the performance of
all  pre-clinical,  clinical  and  regulatory  activities  required  to  obtain
Regulatory Approval of the Product in the Territory, all in accordance with the
Development  Plan.  When used as a verb  "Develop"  means to engage in any such
activities.

      1.42  "Development  Costs" means all  Out-of-Pocket  Costs  incurred by a
Party in connection  with Product  Studies  pursuant to the  Development  Plan,
including, without limitation, the following:

            (i)   the cost of materials used in the development  of the Product
      (including clinical supplies, chemicals, animals and lab supplies);


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<PAGE>




            (ii)  the  costs for outside professional services, including,  but
      not limited to, toxicology studies or clinical studies performed by Third
      Parties;

            (iii) costs incurred in connection with regulatory submissions; and

            (iv)  costs  for  process  development of the manufacturing process
      for the Product described in Schedule 9.8.

      1.43 "Development  Plan" means the written annual  development plan which
currently  has as one  of  its  goals  the  development  of  the  Product  with
attributes  as  described in the Product  Profile,  including  preclinical  and
clinical study plans and a corresponding budget for each such study, which plan
may be amended from time to time in accordance with Article 10.3.

      1.44 "Distribution  Costs" means the direct,  Out-of-Pocket Costs accrued
or paid by Organon in connection  with the shipment by Organon or its Affiliate
of finished packaged Product to unaffiliated  Third Parties in the Co-Promotion
Countries.

      1.45 "DOJ" means the United States Department of Justice.

      1.46 "Effective Date" means the HSR Clearance Date.

      1.47  "EMEA"  means the  European  Agency  for  Evaluation  of  Medicinal
Products, or any successor agency thereto.

      1.48  "Estimated  Development  Costs" shall have the meaning set forth in
Article 4.4.

      1.49 "FDA" means the United States Food and Drug  Administration,  or any
successor agency thereto.

      1.50 "Finished  Product  Supply  Agreement"  means the agreement  between
Pfizer Export Company and Organon executed  simultaneously  with this Agreement
by which Organon shall sell finished, packaged Product to Pfizer Export Company
for sale by Pfizer  Export  Company or its  Affiliate  in the Pfizer  Exclusive
Countries and Co-Marketing Countries.

      1.51 "FTC" means the United States Federal Trade Commission.

      1.52  "GAAP"  means,  with  respect  to  Pfizer,  US  generally  accepted
accounting  principles,  consistently  applied,  and with  respect to  Organon,
International   Financial  Reporting  Standards,   consistently   applied.  All
financial  determinations made under this Agreement shall be made in accordance
with GAAP.

      1.53 "GCC" means the Global  Commercial  Committee  described  in Article
10.4.

      1.54 "Generic  Competition"  shall exist during a given Pfizer Quarter or
Calendar Quarter with respect to the Product in any Pfizer  Exclusive  Country,
or Organon Exclusive Country in the Territory if, during such Pfizer Quarter or
Calendar Quarter, one or more Generic Products shall be commercially  available
in  such  Country  and  shall  have,  in  the  aggregate  in  such  Country,  a
[CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND  FURNISHED  SEPARATELY  TO THE
SECURITIES AND EXCHANGE COMMISSION] percent ([CONFIDENTIAL INFORMATION HAS BEEN
OMITTED AND FURNISHED  SEPARATELY TO THE SECURITIES AND EXCHANGE  COMMISSION]%)
or more  share of total  sales of the  aggregate  of the  Product  and  Generic
Products  based on data provided by IMS  International,  or if such data is not
available,  such other reliable data source as reasonably  determined by Pfizer
(or, in the Organon Exclusive Countries,  reasonably determined by Organon) and
agreed by


                                       8

<PAGE>


Organon  (or,  in the  Organon  Exclusive  Countries,  agreed by Pfizer)  (such
agreement not to be unreasonably withheld) as measured by unit sales.

      1.55 "Generic Products" means any pharmaceutical products (other than the
Product  commercialized  by Organon and Pfizer pursuant to this Agreement) that
contain the Compound and can reasonably be or are reasonably  used for the same
indication or indications as the Product.

      1.56 "Geodon"  means any human  pharmaceutical  product  containing as an
active  ingredient the compound  generically  known as  ziprasidone  including,
without  limitation,  the product  presently  promoted or sold under either the
Geodon (R) or Zeldox (R) trademark.

      1.57 "Global Marketing Costs" means Marketing Costs that are not incurred
pursuant  to a Country  Marketing  Plan and relate to  cross-border  activities
including,  but not limited to, cross-border  advertising,  Phase IIIb/Phase IV
Product  Studies  (excluding  Local  Phase  IIIb/ IV Product  Studies)  and are
incurred by, the Parties centrally.

      1.58   "Global    Marketing   Plan"   means   the   proposed   plan   for
commercialization  of the  Product in the  Co-Promotion  Countries,  including,
without  limitation:  (a) general strategies for the Detailing and marketing of
the Product and allocation of responsibilities for marketing activities between
the Parties; (b) each Party's Detail Requirement (subject to Schedule 1.40) and
sampling  activities,  if any; (c) market and sales forecasts;  (d) pricing and
discounting analysis;  (e) advertising,  public relations and other promotional
programs,  including professional symposia and speaker and activity programs to
be used in the Co-Promotion of the Product;  (f) Phase IIIb/IV Product Studies;
and (g) an annual budget for the activities  described in the Global  Marketing
Plan.

      1.59  "Governmental  Authority"  means any court,  agency,  department or
other  instrumentality of any foreign,  federal,  state,  county, city or other
political subdivision.

      1.60  "group"  will have the meaning as the term  "group" is  interpreted
pursuant to Rule 13d-5 under the Securities Exchange Act of 1934, as amended.

      1.61 [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
TO THE SECURITIES AND EXCHANGE COMMISSION]

      1.62 "HSR Act" means the Hart-Scott-Rodino  Antitrust Improvements Act of
1976,  as  amended  (15  U.S.C.  Sec.  18a),  and  the  rules  and  regulations
promulgated thereunder.

      1.63 "HSR Clearance" means either (a) early termination of the applicable
waiting  period  under  the HSR Act with  respect  to the HSR  Filings;  or (b)
expiration of the  applicable  waiting period under the HSR Act with respect to
the HSR Filings.

      1.64 "HSR  Clearance  Date" means,  with respect to the HSR Filings,  the
earlier of (a) the date on which the FTC or DOJ shall notify Organon and Pfizer
of early termination of the applicable waiting period under the HSR Act; or (b)
the day after the date on which the applicable waiting period under the HSR Act
expires.

      1.65 "HSR  Filings"  means the filings by Pfizer and Organon with the FTC
and the  Antitrust  Division of the DOJ of a  Notification  and Report Form for
Certain Mergers and  Acquisitions (as that term is defined in the HSR Act) with
respect to the matters set forth in this Agreement,  together with all required
documentary attachments thereto.

      1.66 "Improved Product" means any and all new developments or versions to
the Current Product, that are made by or on behalf of either Party,  including,
but not limited to, Combination Products,


                                       9

<PAGE>


New  Indications,  new  formulations,  new dosage  forms,  or new  regimens and
developments intended to enhance the safety and/or efficacy of the Product.

      1.67  "Initial  Indications"  means the  treatment of  schizophrenia  and
bipolar  disorders  (including,   without  limitation,   acute  manic  episodes
associated with bipolar disorder) in humans.

      1.68  "Interim  Statement"  shall have the  meaning  set forth in Article
6.8(iii).

      1.69 "Intermediate"  means the chemical substance  designated as compound
"[CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND  FURNISHED  SEPARATELY TO THE
SECURITIES AND EXCHANGE COMMISSION]" on Schedule 9.8; provided, however that if
the  Parties  agree  that  the  chemical   substance   designated  as  compound
"[CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND  FURNISHED  SEPARATELY TO THE
SECURITIES AND EXCHANGE COMMISSION]" on such schedule is sufficiently stable to
be shipped to Pfizer (or its Affiliate),  then the Parties will discuss whether
the Intermediate should be compound "[CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND FURNISHED  SEPARATELY TO THE  SECURITIES AND EXCHANGE  COMMISSION]"  rather
than  compound  "[CONFIDENTIAL  INFORMATION  HAS  BEEN  OMITTED  AND  FURNISHED
SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]".

      1.70  "Intermediate  Supply Agreement" means the agreement between Pfizer
Ireland Pharmaceuticals and Organon executed simultaneously with this Agreement
by which Organon shall sell Intermediate to Pfizer Ireland Pharmaceuticals.

      1.71 "JOC" means the Joint Operating Committee described in Article 10.7.

      1.72 "Key EU Country" means any of the United Kingdom,  France,  Germany,
Spain or Italy.

      1.73 "Law" or "Laws" means all laws, statutes, rules, Codes, regulations,
orders, decrees, judgments and/or ordinances of any Governmental Authority.

      1.74 "Launch"  means,  on a Country by Country basis,  the first shipment
after  the  first  Regulatory  Approval  and Price  Approval  of a  Product  in
commercial  quantities for commercial sale by a Party to an unaffiliated  Third
Party.

      1.75 "Listed" means, with respect to any entity,  shares of common equity
of such entity are listed for trading on any  internationally-recognized  stock
exchange or  authorized  for trading on NASDAQ ; provided that the market value
of shares of such common equity held by Persons that are not Affiliates of such
entity is at least  $[CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND FURNISHED
SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION].

      1.76 "Local  Phase  IIIb/IV  Product  Studies"  mean those Phase  IIIb/IV
Product Studies conducted solely in a Country and intended to be primarily used
to support local marketing.

      1.77  "Managed  Care and  Institutional  Customers"  means  systems  that
integrate the financing and delivery of health care services to covered members
including  but  not  limited  to:  PBMs,  HMOs,  PPOs,  Independent  Physicians
Associations (IPAs), Integrated Health Delivery System (IHDS), VA, DoD, GPOs.

      1.78 "Major Market Countries" means the United States,  France,  Germany,
Italy, United Kingdom, Spain, Japan and Canada.

      1.79 "Major Market Country Forecast"  means  the  forecast of Net Sales in
each Major Market Country for each Year as initially determined  by the Parties
within 180-days after the Effective Date.


                                       10

<PAGE>




      1.80  "Manufacturing  Costs"  means  costs  that  relate  to (i)  Product
supplied by an unaffiliated Third Party; or (ii) Product manufactured  directly
by a Party or an Affiliate of a Party. In the case of (i),  Manufacturing Costs
shall be a  "standard  cost" per unit,  (calculated  for each Year of the Term)
which standard cost shall include (a) the amount paid to such Third Party, plus
(b) the  manufacturing  Party's (i.e., the Party responsible for overseeing the
manufacturing  of the Third Party) direct and  identifiable  Internal Costs and
Out-of  Pocket  Costs,  which  amounts  shall be subject  to the other  Party's
reasonable  approval,  incurred by the  manufacturing  Party in connection with
quality assurance,  supply chain management and similar  activities  comprising
the manufacturing  Party's oversight of the manufacturing  process of the Third
Party. In the case of (ii),  Manufacturing Costs shall be a "standard cost" per
unit,  (calculated  Yearly  and at a time to align  with the  Parties  internal
budget  processes) which standard cost shall include the cost of raw materials,
labor, and other direct and identifiable  variable costs and appropriate  costs
for equipment pools, plant operations and plant support services. The costs for
plant  operations and support  services would include  utilities,  maintenance,
engineering,  safety,  human  resources,  finance,  plant  management and other
similar  activities.  The plant  operations and support services costs would be
allocated on a mutually agreed basis  consistent with GAAP.  Costs which cannot
be identified to a specific activity supporting Product manufacturing,  such as
charges for corporate  overhead which are not controllable by the manufacturing
plant,   shall  not  be  included  in  standard  cost.   "Internal   Costs"  in
Manufacturing  Costs means a Party's and/or its Affiliate's  costs and expenses
related solely to direct and identifiable personnel compensation and benefits.

      1.81 "Marketing Costs" means all Out-of-Pocket Costs paid or accrued by a
Party  pursuant to the Global  Marketing  Plan or a Country  Marketing Plan and
directly  related  to the  Co-Promotion  of the  Products  in the  Co-Promotion
Countries, including those in connection with:

            (i)   Phase III(b)/IV Product Studies;

            (ii)  materials and programs used  for  ongoing  training  of Sales
      Representatives and of sales trainers;

            (iii) advertising for the Products (including agency fees);

            (iv)  materials  used  in  promoting the Products (including detail
      aids, leave-behinds and all other similar materials);

            (v)   patient samples and starter kits; and

            (vi)  marketing the products  through any means (including, but not
      limited to, consumer directed advertising,  journals,  newspaper,  radio,
      internet  or  place-based  advertisements, promotional literature, market
      research, patient education,  field  and  headquarters' grants, exhibits,
      direct mail, advisory boards, symposia, congress  activities  and  dinner
      programs).

All  other Out-of-Pocket Costs incurred in the Co-Promotion of the Products  in
the Co-Promotion  Countries,  but  not specifically identified above, but which
have been approved by the GCC or provided for in the Global Marketing Plan or a
Country Marketing Plan, shall be accounted  for  and deemed Marketing Costs for
all purposes of this Agreement

      1.82 "Material Default" means:

            (i)   any default by any Party hereto  of  its  representations  or
      warranties  or  covenants,  agreements  or  other performance obligations
      under  this  Agreement  (other  than  a  payment obligation)  that,  when
      aggregated with any other such uncured defaults  by  such  Party,  is (a)
      material to this Agreement taken as a whole, and (b) shall have continued
      for  60  days  after  written  notice thereof was provided to the alleged
      defaulting Party by the non-defaulting  Party (or, if such default cannot
      be cured within such 60 day period, if the  alleged defaulting Party does
      not promptly commence and diligently continue  all  reasonable actions to
      cure such defaults during such 60 day period or does  not  cure  in  full
      such default within 90 days after written notice thereof was provided  to
      the alleged defaulting Party); or


                                       11

<PAGE>




            (ii)  any  default  by  any Party hereto of its payment obligations
      hereunder that shall have continued  for  15  days  after  written notice
      thereof  was  provided  to  the  alleged  defaulting  Party  by the  non-
      defaulting  Party;  provided  that, in the event of a good faith  payment
      dispute, such 15 day cure period  shall be extended through the fifteenth
      day following the date on which such  dispute  is resolved if the alleged
      defaulting Party paid all undisputed amounts when  due  and  provided the
      non-defaulting  Party  with a reasonably detailed written explanation  of
      the alleged defaulting Party's basis for disputing the payment obligation
      within the 15 day period  following  the written notice of the default by
      the non-defaulting Party.

      Notwithstanding anything to the contrary  contained  herein, for purposes
      of determining the existence of any "Material Default," no Party shall be
      deemed  to be in material breach or material default if  its  actions  or
      omissions  resulted  from (x) compliance with any decision of a committee
      or subcommittee under  this  Agreement  that is mutually agreed to by the
      Parties, or (y) compliance with any Law or  the  express  terms  of  this
      Agreement,  or  (z)  any  such  Party's  use  of  Commercially Reasonable
      Efforts.

      1.83 "MSC" means the  Manufacturing  and Supply  Committee  described  in
Article 10.5.

      1.84"NDA" means a New Drug Application filed with the FDA with respect to
the Product.

      1.85 "Net Sales"  means the gross  sales of the  Product  that is due, or
otherwise  received by, a Party,  or its  Affiliates  from  unaffiliated  Third
Parties for such Product, less:

            (i)   credited allowances actually  granted  to  such  Third  Party
      customers for spoiled, damaged, rejected, recalled, outdated and returned
      Product and for reasonable retroactive price reductions;

            (ii)  the amounts of trade and cash discounts actually allowed,  to
      the  extent  such  trade  and  cash discounts are specifically allowed on
      account of the purchase of the Product;

            (iii) sales taxes, value added  taxes,  excise taxes, use taxes and
      import/export  duties  actually due or incurred in  connection  with  the
      sales of the Product  to  any  Third Party, and freight and insurance (to
      the extent that the Party bears the cost of freight and insurance for the
      Product); and

            (iv)  actual  bad  debts  relating  to  the  Product;  adjustments,
      reimbursements, administration fees,  discounts, chargebacks and rebates,
      in  each  case  actually granted to Third  Parties,  including,  but  not
      limited to, rebates  actually given to health care organizations or other
      Third Parties, and any  bona fide payment made in respect of any sales of
      Product  to  any  governmental  or  quasi-governmental  body  or  agency,
      accruing on sales that took place during the Term.

      Net Sales shall be  determined  from  books  and  records  maintained  in
      accordance  with  GAAP,  and  shall not arise from sales of Product among
      either  Party  or  their  Affiliates   or   between  its  Affiliates  and
      subcontractors.

      1.86 "New Indication" means any indication for the Product other than the
Initial Indications.

      1.87 "New Indication  Development  Costs" means all  Out-of-Pocket  Costs
incurred by Organon in connection with New Indication Development Studies

      1.88 "New Indication Development Studies" means pre-clinical and clinical
studies,  including  formulation studies, that are designed to support approval
for marketing of a New  Indication  in the US Territory  and/or any other Major
Market Country.


                                       12

<PAGE>



      1.89 "Noncompete Term"  shall have the meaning set forth in Article 6.10.

      1.90 "Organon  Exclusive  Countries" means all Countries in the Territory
in which Organon has the exclusive  right to make,  use, sell,  offer for sale,
Detail and promote the Product.

      1.91  "Organon  Group" means the group of  Affiliates  of Akzo Nobel N.V.
which are engaged in the ethical  pharmaceutical  business activities (known as
the Organon business unit), but explicitly excluding those businesses primarily
devoted to vaccines  (known as Nobilon),  animal health (known as Intervet) and
active  pharmaceutical  ingredients and biotech (known as Diosynth).  As of the
date  hereof,   the  Organon  Group  consists  of  Organon  USA  Inc.,  Organon
International Inc., N.V. Organon,  Organon Nederland B.V., Organon Europe B.V.,
Horus B.V.  and  Organon  Holding B.V and each of their  respective  direct and
indirect subsidiaries.

      1.92  "Organon  Group  Parent"  means  any  of  the  following:   Organon
International  Inc., Organon Espanola S.A., Organon Italia S.p.A.,  Organon USA
Inc., N.V. Organon,  Organon S.A., Organon GmbH and Organon  Laboratories Ltd.,
and any successors to and assigns of all or  substantially  all of the business
or assets of any such entity.

      1.93 "Organon Parent" means Akzo Nobel N.V. and its successors;  provided
that,  following a Qualified Split Off  Transaction,  Organon Parent shall mean
the Split Off Parent.

      1.94 "Organon  Patent Rights" means all Patent  Rights,  now or hereafter
during the Term,  Controlled by Organon or its  Affiliates,  including  without
limitation Organon's interest in any Collaboration Inventions,  relating to, or
useful in connection with, the manufacture,  use or sale of the Compound or the
Product,  including without limitation, the patents and patent applications set
forth on Schedule 1.94.

      1.95 "Organon  Technical  Information"  means all scientific or technical
information and related  know-how and trade secrets now or hereafter during the
Term  Controlled by Organon or its  Affiliates  relating to the Compound or the
Product or any  developments  or changes  thereof (such as New  Indications) or
otherwise  developed or acquired by Organon or its  Affiliates in the course of
the activities of Organon or its Affiliates under this Agreement, including but
not limited to: (i) medical, clinical, toxicological, pharmacological, or other
scientific  data,  and (ii) processes and  analytical  methodology  used in the
development, testing, analysis, manufacture or packaging of the Compound or the
Product or any developments or changes thereto.

      1.96  "Out-of-Pocket  Costs" means costs and expenses  paid or accrued to
Third Parties,  other than  Affiliates or employees,  by either Party after the
Effective Date.

      1.97 "Parent" means any  corporation  or other Person which,  directly or
indirectly,  beneficially owns (i) at least [CONFIDENTIAL  INFORMATION HAS BEEN
OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]% of
the voting power of all outstanding  capital stock or other ownership interests
of any Organon Group entity or (ii) the right to receive at least [CONFIDENTIAL
INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO THE  SECURITIES  AND
EXCHANGE  COMMISSION]% of the net assets of any Organon Group entity  available
for  distribution to the holders of capital stock or other ownership  interests
upon a liquidation or dissolution of any Organon Group entity.

      1.98 "Party" or "Parties" means Organon and Pfizer.

      1.99 "Patent  Rights"  means the rights and interest in and to all issued
patents and pending  patent  applications  in any Country,  including,  without
limitation, all divisionals,  continuations,  renewals,  continuations-in-part,
patents  of  addition,   supplementary  protection  certificates,   extensions,
registration or confirmation patents and reissues thereof.


                                       13

<PAGE>




      1.100 "Permitted  Transaction" means a transaction as a result of which a
Person or group of Persons  (other than  Organon  Parent and its  subsidiaries)
acquires [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO
THE  SECURITIES  AND EXCHANGE  COMMISSION]%  or more of the voting power of the
outstanding  Voting  Stock of Organon or any  Organon  Group  Parent,  but such
Person  or  group  of  Persons  (x) does  not  acquire  or at any time  possess
beneficial ownership of Voting Stock of Organon or of such Organon Group Parent
having more voting power than the Voting Stock of Organon or such Organon Group
Parent  than  that  beneficially  owned  by  Organon  Parent,  and (y) does not
otherwise  obtain or at any time possess  (whether  pursuant to any shareholder
agreement,  articles or other applicable constitutional documents or otherwise)
the power to elect a greater number of directors (or other comparable  persons)
than that possessed by Organon Parent and/or any subsidiaries of Organon Parent
or the right or power to  nominate  or elect  directors  (or  other  comparable
persons) having, in the aggregate, any greater voting rights than the aggregate
voting  rights of the directors  that Organon  Parent  and/or  subsidiaries  of
Organon Parent have the right or power to elect or nominate.

      1.101  "Person"  means any natural  person or any  corporation,  company,
partnership,  joint venture, firm or other entity, including without limitation
a Party.

      1.102 "Pfizer  Exclusive  Countries" means all Countries in the Territory
that,  as of the Effective  Date,  are neither  Co-Promotion  Countries nor Co-
Marketing  Countries,  until such time, if at all, that such  Countries  become
Organon Exclusive Countries.

      1.103 "Pfizer Patent Rights" means all Patent Rights,  if any,  hereafter
during the Term,  Controlled  by Pfizer or its  Affiliates,  including  without
limitation  Pfizer's  interest in any  Collaboration  Inventions,  in each case
relating to the  Product,  the  Compound  or the  manufacturing  thereof,  that
contain claims that would be infringed by the manufacture, use, sale, offer for
sale, or importation of the Compound, Product, or any component thereof.

      1.104 "Pfizer  Technical  Information"  means all scientific or technical
information and related  know-how and trade secrets  hereafter  during the Term
Controlled by Pfizer or its Affiliates  relating to the Compound or the Product
or any  developments or changes thereof (such as New  Indications) or otherwise
developed  or  acquired  by  Pfizer  or its  Affiliates  in the  course  of the
activities of Pfizer or its Affiliates under this Agreement,  including but not
limited to: (i) medical,  clinical,  toxicological,  pharmacological,  or other
scientific  data and (ii)  processes  and  analytical  methodology  used in the
development, testing, analysis, manufacture or packaging of the Compound or the
Product or any developments or changes thereto.

      1.105 "Pfizer  Quarter" means, in the US Territory,  each of the four (4)
thirteen (13) week periods as used by Pfizer in its audited financial  reports,
the  first  commencing  on  January  1 of any  Year,  and  (b)  outside  the US
Territory, each of the four (4) thirteen (13) week periods as used by Pfizer in
its audited financial reports, the first commencing on December 1 of any Year.

      1.106  "Pharmaceutical  Company" means, with respect to any time at which
the  "Change in  Control" is  assessed,  any of the leading 100  pharmaceutical
companies  as  measured by  trailing  twelve  (12) month sales of  prescription
pharmaceutical products and reported by IMS in the most recent global review of
the pharmaceutical market.

      1.107 "Phase III Clinical  Study" means a Product Study with study design
and statistical power intended to meet the requirement for Regulatory Approval.

      1.108 "Phase  IIIb/IV  Product  Study" means a clinical study designed to
support  the  Product  but not  intended  to be  included  as the  basis of any
regulatory  filing for  Regulatory  Approval for  marketing of


                                       14

<PAGE>


the Product,  or conducted as a condition of the  Regulatory  Approval from any
Regulatory Authority for marketing of the Product.

      1.109  "Price  Approval"  means,  in  Countries  where   governmental  or
regulatory  authorities  authorize for  reimbursement,  or approve or determine
pricing for  pharmaceutical  products  for  reimbursement  or  otherwise,  such
authorization, approval or determination.

      1.110 "Primary  Packaged  Product Supply  Agreement"  means the agreement
between Pfizer Ireland Pharmaceuticals and Organon executed simultaneously with
this  Agreement,  by which Pfizer Ireland  Pharmaceuticals  shall sell finished
Product in primary packaging to Organon.

      1.111 "Proceeding" means any suit, action or proceeding  relating to this
Agreement.

      1.112 "Product" means,  subject to Article 4.9, all human  pharmaceutical
formulations  and dosage forms which  contain the  Compound  either alone or in
combination with other therapeutically active ingredients.

      1.113 "Production  Agreements"  means the Intermediate  Supply Agreement,
the Primary Packaged Product Supply Agreement,  and the Finished Product Supply
Agreement,  each of which is being entered into for the purpose of effectuating
the  worldwide  collaboration  between  Pfizer and Organon as described in this
Agreement.

      1.114 "Product  Profile"  means the Product profile described in Schedule
1.114 hereto.

      1.115 "Product  Specifications"   means   the   specifications   for  the
manufacture  and  packaging  of  the  Product consistent with the NDA and other
Regulatory Approvals.

      1.116 "Product Studies" means clinical,  preclinical,  safety,  and other
studies that are designed to support FDA or other Regulatory Authority approval
for  marketing  of  the  Product.   For the avoidance of doubt, Product Studies
shall not include Phase IIIb/IV Product Studies.

      1.117 "Qualified Split Off Transaction"  means  any transaction or series
of related transactions in which the Organon Group is separated, in whole or in
part, from Akzo Nobel N.V. (either as a stand-alone business unit or as part of
or together with other business units of Akzo Nobel N.V.  being so separated in
such  transaction  or  series  of transactions) and, immediately  after  giving
effect thereto,

            (i)   no Person or group  of Persons other than Akzo Nobel N.V. and
      its subsidiaries beneficially owns  Voting  Stock of the Split Off Parent
      entitling the holder(s) thereof to at least [CONFIDENTIAL INFORMATION HAS
      BEEN  OMITTED  AND FURNISHED SEPARATELY TO THE  SECURITIES  AND  EXCHANGE
      COMMISSION]% of  the voting power of the then outstanding Voting Stock of
      the  Split  Off Parent  except  as  contemplated  by  the  definition  of
      Permitted Transaction; and

            (ii)  Akzo  Nobel  N.V.  does  not  beneficially  own  less  than a
      [CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND FURNISHED SEPARATELY  TO
      THE  SECURITIES AND EXCHANGE COMMISSION]  of  the  voting  power  of  the
      outstanding  Voting  Stock of the Split Off Parent except as contemplated
      by the definition of Permitted  Transaction,  unless the Split Off Parent
      is Listed.

      1.118 "[CONFIDENTIAL   INFORMATION   HAS  BEEN  OMITTED   AND   FURNISHED
SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]"  mean  the [CONFIDENTIAL
INFORMATION  HAS  BEEN  OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES  AND
EXCHANGE COMMISSION] presently being performed by Organon.


                                       15

<PAGE>




      1.119 "Regulatory Approval"  means  authorization granted by a Regulatory
Authority to market and sell the Product in  a Country in the Territory that is
required  before the Product may be commercially  marketed  and  sold  in  such
Country.

      1.120 "Regulatory   Authority"  means  any  Governmental  Authority  with
responsibility  for granting  any  licenses  or  approvals  necessary  for  the
marketing and sale  of  pharmaceutical  products including, without limitation,
the FDA and any drug regulatory authority  of  countries of the European Union,
and Japan, and where applicable any ethics committee  or  any equivalent review
board.

      1.121 [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
TO THE SECURITIES AND EXCHANGE COMMISSION] means [CONFIDENTIAL  INFORMATION HAS
BEEN  OMITTED  AND  FURNISHED   SEPARATELY  TO  THE   SECURITIES  AND  EXCHANGE
COMMISSION],  formely [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED
SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION].

      1.122   "[CONFIDENTIAL   INFORMATION   HAS  BEEN  OMITTED  AND  FURNISHED
SEPARATELY  TO THE  SECURITIES  AND EXCHANGE  COMMISSION]  Agreement"  mean the
License and Development  Agreement between  [CONFIDENTIAL  INFORMATION HAS BEEN
OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] and
Organon dated March 27, 1997.

      1.123   "[CONFIDENTIAL   INFORMATION   HAS  BEEN  OMITTED  AND  FURNISHED
SEPARATELY TO THE  SECURITIES  AND EXCHANGE  COMMISSION]  Patent  Rights" means
those Patent  Rights owned or licensed by  [CONFIDENTIAL  INFORMATION  HAS BEEN
OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] and
are the subject of the license  under the  [CONFIDENTIAL  INFORMATION  HAS BEEN
OMITTED AND FURNISHED  SEPARATELY TO THE  SECURITIES  AND EXCHANGE  COMMISSION]
Agreement.

      1.124 "Sales Representative" means an individual employee  of a Party who
engages in Detailing and other promotional efforts in the field with respect to
the Product and who has been trained by either Party.

      1.125 "Split  Off  Parent"  means  the  ultimate  Parent  of any entities
formerly within the Organon Group following a Qualified Split Off Transaction.

      1.126 "Standstill  Period"  shall  mean  the  period  commencing  on  the
Effective   Date  of  this  Agreement  and  terminating  on  the  [CONFIDENTIAL
INFORMATION HAS  BEEN  OMITTED  AND  FURNISHED SEPARATELY TO THE SECURITIES AND
EXCHANGE COMMISSION] anniversary of such date.

      1.127 "Steering Committee" means  the  Steering  Committee  described  in
Article 10.8.

      1.128 "Supporting   Information"   means,   with   respect  to  each  New
Indication, the following:

            (i)   the  NDA  or  other Application for Regulatory  Approval,  as
      applicable, including draft  or  final labelling, as the case may be, for
      such New Indication; and

            (ii)  all other material information  regarding the toxicology, CMC
      data, safety and efficacy of such New Indication;  status  of discussions
      with  FDA or any Governmental Authorities directly relating thereto;  and
      any relevant  patent  information,  all  as of the date of the applicable
      Opt-In-Notice provided by Organon to Pfizer under Article 4.7; and

            (iii) all Third Party Licenses relating to such New Indication.


                                       16

<PAGE>




      1.129 "Technical  Information"  means Organon  Technical  Information  or
Pfizer Technical Information.

      1.130 "Territory" means all territories and Countries of the world.

      1.131 "Third Party" means any entity  or  person  other  than  Pfizer  or
Organon or any of their respective Affiliates.

      1.132 "Third  Party  License"  means  any  agreement  with  a Third Party
necessary to obtain a license or right to any intellectual property right owned
or controlled by a Third Party in order to make, have made, use, sell, offer to
sell,  or import, the Product or, as applicable under Article 4.5, an  Improved
Product.

      1.133 "Third  Party  License Fees" means any fees, royalties and/or other
amounts paid to any Third Party under a Third Party License.  For the avoidance
of doubt, all consideration  paid  or due to [CONFIDENTIAL INFORMATION HAS BEEN
OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] and
specified in Schedule 1.133 shall be deemed to be Third Party License Fees.

      1.134 "Trademark" or "Trademarks"  means,  the  trademark  or  trademarks
selected  by  the  JOC for use on the Product and/or accompanying logos,  trade
dress and/or indicia of origin, in each case as selected by the JOC.

      1.135 "US  Territory"   means   the   United   States,  its  territories,
possessions and Puerto Rico.

      1.136 "Valid Claim" means any claim from an issued  and  unexpired patent
included  within the Organon Patent Rights which has not been revoked  or  held
unenforceable  or  invalid  by  a  decision  of  a  court or other Governmental
Authority of competent jurisdiction, and which has not  been disclaimed, denied
or  admitted to be invalid or unenforceable through reissue  or  disclaimer  or
otherwise.

      1.137 "Voting Stock" means, with respect to any Person, any capital stock
or other ownership interest in such Person which entitles the holder thereof to
vote  for  the  election  of  directors  (or  other comparable persons) of such
Person.

      1.138  "Year" means, with respect to the first Year, the period beginning
on the Effective Date and ending on December 31  of  such  calendar  year  (the
"First  Year"),  and  (b)  with respect to each subsequent Year the twelve (12)
month period beginning on the  day following the end of the First Year and each
succeeding twelve (12) month period thereafter.

      1.139 "Xanax" means the human  pharmaceutical  product  containing as the
sole  active  ingredient  the compound generically known as alprazolam  (in  an
extended-release formulation)  presently promoted and sold in the United States
under the XANAX XR{reg-trade-mark} trademark.

      1.140 "Xanax Agreement" means  the  agreement  between  Pfizer  Inc.  and
Organon USA Inc., executed simultaneously with this Agreement and providing for
the  detailing  of  Xanax  by  Organon Pharmaceuticals USA Inc. pursuant to the
terms of such agreement.


                                       17

<PAGE>




                                   ARTICLE 2

                          SCOPE OF THE COLLABORATION

      2.1  Organon  Grants.  Subject  to the terms of this  Agreement,  Organon
hereby grants to Pfizer, and Pfizer hereby accepts:

            (i) an  exclusive  license  under the  Organon  Patent  Rights  and
      Organon   Technical   Information,   and   under   Organon's   rights  in
      Collaboration  Intellectual Property, solely to develop, use, sell, offer
      for  sale,  import,  and  have  imported  Products  in  the  Co-Promotion
      Countries and the Pfizer Exclusive Countries;

            (ii) a co-exclusive (with Organon) license under the Organon Patent
      Rights and Organon Technical Information,  and  under Organon's rights in
      Collaboration Intellectual Property, to make or have made Products in the
      Territory, provided, however, that Pfizer's right  to  make  or have made
      the  Product  in  the  Organon  Exclusive  Countries shall be limited  to
      Product made in such Organon Exclusive Country  for  sale  outside of the
      Organon Exclusive Countries; and

            (iii) a  co-exclusive  license  (with  Organon)  under the  Organon
      Patent  Rights and Organon  Technical  Information,  and under  Organon's
      rights in Collaboration  Intellectual  Property,  to develop,  use, sell,
      offer for sale,  import,  and have imported  Products in the Co-Marketing
      Countries.

      2.2 Pfizer Grants. Subject to the terms of this  Agreement,  Pfizer hereby
grants to Organon, and Organon hereby accepts:

            (i) the exclusive  right to Develop and  Co-Promote  (including the
      right to sell) the  Product  together  with  Pfizer  in the  Co-Promotion
      Countries  in addition to any rights  under the  Organon  Patent  Rights,
      Organon  Technical  Information  and  Organon's  rights in  Collaboration
      Intellectual  Property  as may be  necessary  for  Organon to perform its
      obligations under and enjoy the benefits of this Agreement;

            (ii) a  co-exclusive  right (with  Pfizer)  and  license  under the
      Pfizer Patent Rights and Pfizer Technical Information, and under Pfizer's
      rights  in  Collaboration   Intellectual  Property,  solely  to  exercise
      Organon's rights and perform  Organon's  obligations under this Agreement
      with  respect  to  the  Product  in  the   Co-Promotion   Countries   and
      Co-Marketing Countries; and

            (iii) an  exclusive  license  under the  Pfizer  Patent  Rights and
      Pfizer Technical Information,  and under Pfizer's rights in Collaboration
      Intellectual  Property,  solely to develop,  use,  sell,  offer for sale,
      import, and have imported Products in the Organon Exclusive Countries.

      2.3  Sublicenses.  Either  Party  may  sublicense  any of its  rights  or
obligations under this Agreement,  directly or indirectly,  in whole or in part
to any of its  Affiliates  as it  deems  appropriate;  provided  that  any such
sublicensee  must  agree  to be  bound  by the  provisions  of this  Agreement.
Notwithstanding  the  foregoing,  the  sublicensing  Party shall  remain  fully
responsible for all its obligations hereunder.

      2.4  Distribution  and Booking of Sales.  Organon shall have title to all
inventory  of Product in the  Co-Promotion  Countries  and be  responsible  for
packaging such Product in final packaging, and distribution,  invoicing, credit
and collection for the Product in the Co-Promotion Countries. Organon will have
the right to book all sales of Products in the Co-Promotion Countries.


                                       18

<PAGE>




      2.5  Contract  Sales  Forces.  Without  the  consent of the other  Party,
neither  Pfizer nor Organon  may use any  contract  sales  force to  Co-Promote
(including to Detail) the Product in the Co-Promotion Countries.

      2.6 Compliance  With Law and Codes.  Both Pfizer and Organon will market,
promote and Detail the Products in accordance with applicable Law, the terms of
this Agreement and, with the then-current  Global Marketing Plan. Neither Party
shall be  required  to  undertake  any action or  inaction  (including  without
limitation any Product Launch), or to incur expenditures in connection with any
such action or inaction under this  Agreement that it believes,  in good faith,
may violate any Law.

      2.7 Training.

            (i)   Pfizer  and Organon shall, each at its  own  expense,  comply
      with any reasonable training  plan contained in any Global Marketing Plan
      or Country Marketing Plan.

            (ii)  No  later  than  eighteen   (18)   months  before  the  first
      anticipated Product Launch in a Major Market Country  which  permits  Co-
      Promotion,  Pfizer  and  Organon  will  jointly  develop  sales  training
      materials.   Pfizer  and  Organon  will  thereafter  cause their training
      personnel  to  train  such  persons  with  such  training  materials  and
      Promotional  Materials  (as  defined in Article 2.9 below).  The  Parties
      shall  each  receive reasonable  quantities  of  training  materials  for
      marketing, Detailing  and  promoting  the  Product  consistent with their
      Detail Requirements.

      2.8  Product-Related  Meetings.  If  a  Party  organizes  Product-related
meetings of its employees (such as launch meetings or periodic briefings of its
Sales  Representatives),  it will make reasonable  efforts to keep the Product-
related  portions of such meetings  independent  from other matters and to give
the other Party  advance  notice of such  meetings.  If  requested by the other
Party,  the Party  organizing such meeting will permit  representatives  of the
other Party to attend and participate in such meetings or such portions thereof
which  relate to the  promotion  of the  Product,  in either  case at the other
Party's sole cost and expense.

      2.9 Promotional  Materials.  The Party's respective Sales Representatives
will only  utilize  promotional,  advertising,  communication  and  educational
materials (including all written, graphic,  electronic,  audio and video pieces
and  including  journal   advertisements,   direct  mail,  direct  to  consumer
advertising,  internet postings, broadcast advertisements and sales aids (pens,
cups,  note  pads  and  the  like))  relating  to  the  Product   (collectively
"Promotional  Materials")  and  only  conduct  promotional  activities  for the
Product which, in each case, have been approved in the Global Marketing Plan, a
Country Marketing Plan, or otherwise by the GCC. All Promotional Materials must
be consistent  with the Global  Marketing  Plan and approved by the  applicable
CCC. In addition, promptly after the Effective Date, for the US Territory, and,
as mutually agreed upon by the Parties, for other Co-Promotion  Countries,  the
Parties will mutually agree upon procedures whereby designated  representatives
of each  Party  representing  the  marketing,  legal,  medical  and  regulatory
functions,  will meet, whether in person, by telephone,  or by videoconference,
in  order to  conduct  a  review  of all  promotional  activities  (other  than
Detailing)  and  Promotional   Materials  prior  to  final  approval   thereof.
Promotional Materials shall be allotted to each Party according to that Party's
Detail  Requirement  for  the  applicable  Year.  All  promotional   activities
conducted by the Parties' Sales  Representatives  shall be consistent  with the
Promotional Materials so approved and the then-current Global Marketing Plan.

      2.10  Samples.  Following  Launch of the Product,  Organon  shall provide
Pfizer with Product samples as required in the applicable Global Marketing Plan
or Country Marketing Plan. Samples will be allocated fairly between the Organon
sales force and Pfizer sales force in accordance with the number of Details the
respective  field  forces are  required to undertake as set forth in the Global
Marketing Plan or Country Marketing Plan.  Organon shall ship such samples to a
central  location  designated  by Pfizer.  Organon and Pfizer shall use samples
strictly in accordance with the  then-current  Global Marketing Plan or Country
Marketing Plan and shall store and  distribute all samples in full  compliance,
and otherwise  fully comply,  with all applicable  Laws,  including,  in the US
Territory,  the requirements of the Prescription Drug Marketing Act of 1987, as
amended (the  "PDMA").  Pfizer and Organon  each will  maintain  those  records
required by the PDMA and all other Laws with  respect to the samples  allocated
to each of them.


                                       19

<PAGE>


Organon and Pfizer shall be responsible for the filing of any necessary reports
to FDA or other  Regulatory  Authorities in connection  with the PDMA and other
applicable  Laws with respect to the samples  allocated  to each of them.  Each
Party will destroy any samples not distributed by its Sales  Representatives at
its sole expense.

      2.11  Medical  Inquiries.  The GCC and CDRC will provide the Parties with
information and materials relevant or appropriate to allow the Parties' medical
and sales professionals,  as appropriate, to respond to those medical questions
or  inquiries  from the  medical  and  paramedical  professions  and  consumers
relating  to any  FDA  (or  other  Regulatory  Authority)  approved  use of the
Product.  Each of the  Parties  will only use these  materials,  which shall be
consistent with the relevant  approved  Product  labeling,  when answering such
questions  and  inquiries so as to ensure that medical and sales  professionals
from both  Parties are  responding  to such  questions or inquiries in the same
manner.  The GCC and CDRC will provide the Parties with information,  materials
and instructions to allow medical professionals from both Parties to respond to
medical questions or inquiries  concerning  matters not consistent with FDA (or
other Regulatory  Authority)  approved Product labelling in accordance with the
procedures for responding to unsolicited  medical inquiry requests on off-label
use, which procedures shall be agreed upon by the Parties.

      2.12  Collaboration  Principles.  It is the intention of the Parties,  as
expressed in this Agreement and the  Production  Agreements,  that,  other than
with respect to certain  Development  Costs as set forth in Article  4.4,  each
Party shall be responsible for  [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND
FURNISHED  SEPARATELY  TO  THE  SECURITIES  AND  EXCHANGE  COMMISSION]  percent
([CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND  FURNISHED  SEPARATELY TO THE
SECURITIES  AND EXCHANGE  COMMISSION]%)  of the Marketing  Costs,  Distribution
Costs,  Development Costs and Cost of Goods in the Co-Promotion Countries,  and
will each be entitled to receive [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
FURNISHED  SEPARATELY  TO  THE  SECURITIES  AND  EXCHANGE  COMMISSION]  percent
([CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND  FURNISHED  SEPARATELY TO THE
SECURITIES  AND EXCHANGE  COMMISSION]%)  of the Net Sales of the Product in the
Co-Promotion Countries.

      2.13 Commercially  Reasonable Efforts.  The Parties covenant and agree to
use Commercially  Reasonable Efforts with respect to carrying out each of their
respective obligations under this Agreement.


                                   ARTICLE 3

                        REPRESENTATIONS AND WARRANTIES


      3.1 Representations and Warranties of Organon. Organon hereby represents,
warrants as of the date hereof to Pfizer that:

            (i)   Organon  (a)  is  a  company  validly  existing  and  in good
      standing under the Laws of the Republic of Ireland, (b) is duly qualified
      and  in  good  standing  under  the  Laws  of each jurisdiction where its
      ownership or lease of property or the conduct  of  its  business requires
      such qualification, except where the failure to be so qualified would not
      have a material adverse effect on its financial condition  or its ability
      to perform its obligations hereunder including any adverse effect  on the
      Organon Patent Rights, Organon Technical Information, the Compound or the
      Current Product (an "MAE"), (c) has the requisite power and authority and
      the  legal  right  to conduct its business as now conducted and hereafter
      contemplated to be conducted,  (d)  has  or  will  obtain  all  necessary
      licenses,  permits,  consents  and approvals from or by, and has made  or
      will make all necessary filings with, all Governmental Authorities having
      jurisdiction over Organon, to the  extent  required for the ownership and
      operation  of  its  business, except where the  failure  to  obtain  such
      licenses, permits, consents  or approvals, or to make such notices, would
      not have an MAE, and (e) is and its Affiliates are in compliance with its
      applicable charter documents,  with the


                                       20

<PAGE>


      power and authority to enter into each Alliance  Agreement to which it is
      a party and to perform its obligations under such agreements;

            (ii)  The  execution,  delivery  and  performance  of  the Alliance
      Agreements  to  which it is a party by Organon and each of its Affiliates
      and all instruments  and  documents  to be delivered by Organon hereunder
      and the consummation of the transactions  contemplated hereby and thereby
      (a)  are  within  the  corporate  power  of  Organon  or  the  applicable
      Affiliate,  (b)  have  been duly authorized by all  necessary  or  proper
      action, (c) do not conflict  with  any  provision  of  Organon's  or  the
      applicable Affiliate's charter documents, (d) will not violate any Law or
      regulation or any order or decree of any court or Governmental Authority,
      (e)  except for filings pursuant to HSR Act, will not require any filing,
      permit,  authorization,  consent  or other approval from any Governmental
      Authority or from any other person, firm or corporation, and (f) will not
      violate or conflict with any terms  of  any  indenture, mortgage, deed of
      trust, lease, agreement, or other instrument (A)  to which Organon or its
      applicable Affiliate is a party, or by which Organon  or  its  applicable
      Affiliate  or any of its or its applicable Affiliate's property is  bound
      (including the  Organon Patent Rights, Organon Technical Information, the
      Compound  or  the  Current   Product,  but  excluding  the  [CONFIDENTIAL
      INFORMATION HAS BEEN OMITTED AND  FURNISHED  SEPARATELY TO THE SECURITIES
      AND EXCHANGE COMMISSION] Patent Rights), or (B)  to  the actual knowledge
      of  Organon  and  its  Affiliates  ("Organon's  knowledge"),   to   which
      [CONFIDENTIAL  INFORMATION  HAS  BEEN OMITTED AND FURNISHED SEPARATELY TO
      THE SECURITIES AND EXCHANGE COMMISSION]  is  a  party  which  relates  to
      Organon Patent Rights, Organon Technical Information, the Compound or the
      Current Product, which violation would have an MAE;

            (iii)    This  Agreement  has  been  duly executed and delivered by
      Organon and constitutes the valid, binding and  enforceable obligation of
      Organon;

            (iv)    (a)  The Organon Patent Rights, as set  forth  on  Schedule
      1.94, and Organon Technical Information licensed hereunder constitute all
      of the intellectual  property  and know-how under its and its Affiliates'
      control with respect to the manufacture,  use,  sale,  offer  to  sell or
      import of the Compound and the Current Product; (b) Organon is the  legal
      and  beneficial  owner  of  all  Organon  Patent  Rights  (other than the
      [CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND FURNISHED SEPARATELY  TO
      THE SECURITIES AND EXCHANGE COMMISSION]  Patent  Rights)  and all Organon
      Technical  Information, and no other person, firm, corporation  or  other
      entity has any  right,  interest  or  claim in or to, and Organon has not
      entered any agreement (other than the [CONFIDENTIAL  INFORMATION HAS BEEN
      OMITTED   AND  FURNISHED  SEPARATELY  TO  THE  SECURITIES  AND   EXCHANGE
      COMMISSION]  Agreement)  granting  any right, interest or claim in or to,
      the Organon Patent Rights or Organon  Technical Information; and (c) none
      of the Organon Patent Rights (other than  the  [CONFIDENTIAL  INFORMATION
      HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES AND  EXCHANGE
      COMMISSION]  Patent  Rights)  (and  to  Organon's  knowledge, none of the
      [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED  SEPARATELY  TO
      THE  SECURITIES AND  EXCHANGE  COMMISSION]Patent  Rights)  are  currently
      involved  in  any  interference,  reissue,  reexamination,  or opposition
      proceeding,  and  neither Organon nor any of its Affiliates has  received
      any written notice from any Third Party of any actual or threatened claim
      or assertion to the contrary;

            (v)   To Organon's knowledge:  (a) no Third Party is infringing any
      claims of any issued patents encompassed within the Organon Patent Rights
      with respect to the  Product; and (b) the manufacture, use sale, offer to
      sell or import by Pfizer  or  Organon  of  the  Compound  or  the Current
      Product  does not and will not infringe the intellectual property  rights
      of any Third  Party.   Neither  Organon  nor  any  of  its Affiliates has
      received a notice, claim or assertion from any Third Party  to the effect
      thereof,  or  that  challenges or questions the right of Organon  or  its
      Affiliates to use any  of  the Organon Patent Rights or Organon Technical
      Information to manufacture,  use,  sell,  offer  to  sell  or  import the
      Compound  or  the  Current  Product. Organon has furnished to Pfizer  all
      material information in its possession  requested  by  Pfizer  as  to the
      foregoing  statements.  The


                                       21

<PAGE>


      Organon  Patent  Rights  include  claims  that by  their  terms  would be
      infringed  by making,  having  made,  using,  selling and having sold the
      Current Product in the Countries covered by the Organon Patent Rights. To
      Organon's  knowledge,  the issued or granted claims in the Organon Patent
      Rights and the  [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED
      SEPARATELY TO THE SECURITIES AND EXCHANGE  COMMISSION]  Patent Rights are
      valid and enforceable.

            (vi)  None  of  the  rights  granted (or intended to be granted) to
      Pfizer by Organon hereunder, including  without  limitation  the  Organon
      Patent  Rights (other than the [CONFIDENTIAL INFORMATION HAS BEEN OMITTED
      AND FURNISHED  SEPARATELY  TO  THE  SECURITIES  AND  EXCHANGE COMMISSION]
      Patent Rights) and the Organon Technical Information,  are subject to any
      lien, charge, claim, pledge, security interest, charge,  conditional sale
      agreement  or other title retention agreement, lease, mortgage,  security
      agreement, option  or other encumbrance (including without limitation the
      filing of, or agreement  to  give,  any  financing  statement  under  the
      Uniform  Commercial Code of any jurisdiction in the US Territory or other
      comparable filing in any other Country in the Territory);

            (vii) Schedule  1.94  sets  forth  a  true and complete list of all
      Organon Patent Rights (other than the [CONFIDENTIAL  INFORMATION HAS BEEN
      OMITTED   AND  FURNISHED  SEPARATELY  TO  THE  SECURITIES  AND   EXCHANGE
      COMMISSION]  Patent  Rights),  and to the Organon's knowledge, a true and
      complete  list of the [CONFIDENTIAL  INFORMATION  HAS  BEEN  OMITTED  AND
      FURNISHED SEPARATELY  TO  THE  SECURITIES AND EXCHANGE COMMISSION] Patent
      Rights;

            (viii) Schedule 3.1(viii) contains  a complete list of all material
      agreements with Third Parties relating to the development and manufacture
      of the Product.  Organon has previously disclosed  and  provided complete
      copies  to  Pfizer  of  all  such  agreements,  none  of which have  been
      modified, supplemented or amended;

            (ix)  There is no Proceeding pending with respect  to  the  Organon
      Patent  Rights (other than the [CONFIDENTIAL INFORMATION HAS BEEN OMITTED
      AND FURNISHED  SEPARATELY  TO  THE  SECURITIES  AND  EXCHANGE COMMISSION]
      Patent  Rights),  Organon  Technical  Information,  the Compound  or  the
      Current  Product,  including  without limitation to the  conduct  of  any
      clinical trials, manufacturing activities or other activities relating to
      the transactions contemplated by the Alliance Agreements, or to Organon's
      knowledge, pending with respect to the [CONFIDENTIAL INFORMATION HAS BEEN
      OMITTED  AND  FURNISHED  SEPARATELY   TO   THE  SECURITIES  AND  EXCHANGE
      COMMISSION]  Patent  Rights.   To  Organon's  knowledge,   there   is  no
      Proceeding  threatened  against  Organon or [CONFIDENTIAL INFORMATION HAS
      BEEN OMITTED AND FURNISHED SEPARATELY  TO  THE  SECURITIES  AND  EXCHANGE
      COMMISSION],  or  either of their Affiliates, with respect to the Organon
      Patent Rights, Organon Technical Information, the Compound or the Current
      Product, including  without  limitation  to  the  conduct of any clinical
      trials,  manufacturing  activities or other activities  relating  to  the
      transactions contemplated by the Alliance Agreements;

            (x)   The [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED
      SEPARATELY  TO  THE  SECURITIES  AND   EXCHANGE   COMMISSION]   Agreement
      heretofore  delivered  by Organon to Pfizer together with all Development
      Programmes  to  the  [CONFIDENTIAL   INFORMATION  HAS  BEEN  OMITTED  AND
      FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] Agreement
      (which  have  not been amended in any respect)  represents  the  complete
      agreement between  and  among  [CONFIDENTIAL INFORMATION HAS BEEN OMITTED
      AND FURNISHED SEPARATELY TO THE  SECURITIES  AND EXCHANGE COMMISSION] and
      Organon  and  its  Affiliates relating to the Compound  and  the  Product
      including,   without  limitation,   the   manufacturing   thereof.    The
      [CONFIDENTIAL  INFORMATION  HAS  BEEN OMITTED AND FURNISHED SEPARATELY TO
      THE SECURITIES AND EXCHANGE COMMISSION]  Agreement  is  in full force and
      effect,  all payments to date required to be made thereunder  by  Organon
      and its Affiliates,  as applicable, have been made,


                                       22

<PAGE>


      and no  default  exists  under  the  [CONFIDENTIAL  INFORMATION  HAS BEEN
      OMITTED  AND  FURNISHED   SEPARATELY  TO  THE   SECURITIES  AND  EXCHANGE
      COMMISSION] Agreement;

            (xi)    Organon  has  disclosed  to Pfizer all material information
      known  to  Organon  or its Affiliates relating  to  (i)  the  safety  and
      efficacy  of  the Product  and  the  Compound,  (ii)  the  drug  quality,
      including stability,  variability, impurities and delivery performance in
      each case relating to the  Compound,  and (iii) the status of discussions
      with FDA or any Governmental Authorities directly relating to the Product
      and the Compound;

            (xii)   All manufacturing operations  conducted  by Organon and its
      Affiliates  (or  by  Third  Parties  on  their  behalf) relating  to  the
      manufacturing of the clinical supplies of the Current  Product  are being
      conducted   in   material  compliance  with  cGMP  and  other  applicable
      requirements and standards  of  any  Governmental Authority in which such
      manufacturing is being conducted; and

            (xiii) Organon represents and warrants  that Organon  together with
      the entities listed in the definition of "Organon Group Parent" represent
      the  companies  through  which  Organon  conducts  its  most  significant
      marketing  and  research  activities,  and in the aggregate, comprise  at
      least [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
      TO THE SECURITIES AND EXCHANGE COMMISSION] ([CONFIDENTIAL INFORMATION HAS
      BEEN  OMITTED AND FURNISHED SEPARATELY TO  THE  SECURITIES  AND  EXCHANGE
      COMMISSION]%) of the Organon Group (as measured from the beginning to the
      end of  the  most  recently  completed fiscal year based upon assets, net
      sales and/or net income under GAAP).

      3.2 Representations  and Warranties of Pfizer.  Pfizer hereby represents,
warrants as of the date hereof to Organon that:

            (i)   Pfizer (a) is a company validly existing and in good standing
      under the Laws of the State of Delaware,  (b)  is  duly  qualified and in
      good standing under the Laws of each jurisdiction where its  ownership or
      lease   of  property  or  the  conduct  of  its  business  requires  such
      qualification, except where the failure to be so qualified would not have
      a material  adverse  effect  on its financial condition or its ability to
      perform  its obligations hereunder,  (c)  has  the  requisite  power  and
      authority  and  the  legal right to conduct its business as now conducted
      and hereafter contemplated  to  be  conducted, (d) has or will obtain all
      necessary licenses, permits, consents,  or  approvals from or by, and has
      made or will make all necessary notices to, all  Governmental Authorities
      having jurisdiction over Pfizer, to the extent required for the ownership
      and operation of its business, except where the failure  to  obtain  such
      licenses,  permits, consents or approvals, or to make such notices, would
      not have a material  adverse  effect  on  its  financial condition or its
      ability to perform its obligations hereunder, and  (e)  is  in compliance
      with  its  charter documents, with the power and authority to enter  into
      the Alliance  Agreements  and  to  perform  its  obligations  under  such
      agreements;

            (ii)  The  execution,  delivery  and  performance  of  the Alliance
      Agreements by Pfizer and all instruments and documents to be delivered by
      Pfizer  hereunder  and  the consummation of the transactions contemplated
      hereby and thereby (a) are within the corporate power of Pfizer, (b) have
      been duly authorized by all  necessary  or  proper  action,  (c)  do  not
      conflict  with  any provision of Pfizer's charter documents, (d) will not
      violate any Law or  regulation  or  any  order  or decree of any court or
      Governmental Authority, (e) except for filings pursuant  to  the HSR Act,
      will  not  require  any  filing, permit, authorization, consent or  other
      approval from any Governmental  Authority  or from any other person, firm
      or corporation, and (f) will not violate or  conflict  with  any terms of
      any  indenture,  mortgage,  deed  of  trust,  lease,  agreement, or other
      instrument to which Pfizer is a party, or by which Pfizer  or  any of its
      property  is bound, which violation would have a material adverse  effect
      on its financial  condition  or on its ability to perform its obligations
      hereunder; and


                                       23

<PAGE>




            (iii) This Agreement has been duly executed and delivered by Pfizer
      and constitutes the valid, binding and enforceable obligation of Pfizer.

      3.3 Additional Covenants.  Organon  covenants and agrees with Pfizer that
Organon  shall  maintain the [CONFIDENTIAL INFORMATION  HAS  BEEN  OMITTED  AND
FURNISHED SEPARATELY  TO  THE  SECURITIES AND EXCHANGE COMMISSION] Agreement in
good standing and shall not take  any  actions  (or  omit  or  fail to take any
actions)  which  would  result  in  a  material  breach  of  the  [CONFIDENTIAL
INFORMATION  HAS  BEEN  OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES  AND
EXCHANGE COMMISSION] Agreement.  Organon  agrees  that  (i) it shall not amend,
modify  or  supplement  the  [CONFIDENTIAL  INFORMATION  HAS BEEN  OMITTED  AND
FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]  Agreement,  or
(ii)  agree  to  or consent to any amendment, modification or supplement to the
[CONFIDENTIAL INFORMATION  HAS  BEEN  OMITTED  AND  FURNISHED SEPARATELY TO THE
SECURITIES  AND  EXCHANGE  COMMISSION]  Agreement in either  case  without  the
consent  of  Pfizer,  which  consent will not  be  unreasonably  withheld.   In
addition,  Organon  shall not sell,  assign,  convey,  pledge,  hypothecate  or
otherwise transfer the [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED
SEPARATELY TO THE SECURITIES  AND  EXCHANGE  COMMISSION] Agreement or Organon's
rights or obligations thereunder, or otherwise make any commitments in a manner
that conflicts with Pfizer's rights hereunder  without  the  consent of Pfizer,
which  consent  will  not be unreasonably withheld.  Organon shall  immediately
notify Pfizer upon receipt  by  Organon  or  its  Affiliates of any notice from
[CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY  TO  THE
SECURITIES  AND EXCHANGE COMMISSION]  of  [CONFIDENTIAL  INFORMATION  HAS  BEEN
OMITTED AND FURNISHED  SEPARATELY  TO THE SECURITIES AND EXCHANGE COMMISSION]'s
intent  to  terminate  the  [CONFIDENTIAL  INFORMATION  HAS  BEEN  OMITTED  AND
FURNISHED  SEPARATELY TO THE SECURITIES  AND  EXCHANGE  COMMISSION]  Agreement,
exercise its  respective  rights  or remedies thereunder, or otherwise take any
action which may affect Pfizer's rights  under  this  Agreement.  Organon shall
cause  each  of  its  Affiliates  to comply with this Agreement  and  meet  the
obligations that such Affiliates may have to Pfizer.

      3.4 Disclaimer of Warranties.  NEITHER  PARTY MAKES ANY REPRESENTATION OR
WARRANTY OTHER THAN THOSE EXPRESSLY PROVIDED HEREUNDER  AND  EACH  PARTY HEREBY
DISCLAIMS  ALL  SUCH  OTHER  WARRANTIES,  EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION  ANY  WARRANTIES OF MERCHANTABILITY  OR  FITNESS  FOR  A  PARTICULAR
PURPOSE OF THE PRODUCT.  THE PARTIES UNDERSTAND AND AGREE THAT, NOTWITHSTANDING
ANY OF THE REPRESENTATIONS  AND WARRANTIES CONTAINED HEREIN, THERE ARE INHERENT
RISKS ATTENDANT TO PHARMACEUTICAL  PRODUCT  DEVELOPMENT AND THEREFORE THERE CAN
BE  NO  ASSURANCES THAT THE PRODUCT WILL RECEIVE  REGULATORY  APPROVAL  IN  ANY
COUNTRY IN  THE  TERRITORY;  IT BEING UNDERSTOOD AND AGREED, HOWEVER, THAT THIS
SENTENCE  SHALL  NOT  BE  DEEMED TO  ALTER  OR  OTHERWISE  MODIFY  ANY  OF  THE
REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN IN ANY WAY.


                                  ARTICLE 4

                             PRODUCT DEVELOPMENT


      4.1 Development Plan and  Budgets.  The  Parties  will jointly pursue the
Development of the Product to attain the attributes as described in the Product
Profile in accordance with the Development Plan, as such Product Profile may be
revised by mutual agreement of the Parties pursuant to Article  10.   The draft
of  the initial Development Plan is attached to this Agreement as Schedule 4.1.
Such  plan  will  be  reviewed  and  modified as deemed appropriate by the CDRC
commencing promptly after the Effective Date.  Thereafter, the Development Plan
will be reviewed by the CDRC at least  every  six  (6) months and updated on at
least an annual basis (or more frequently as may be  determined  by  the CDRC).
The Parties agree that beginning on the Effective Date, they will discuss those
activities  that  are  reasonably


                                       24

<PAGE>


necessary for the  Development of the Product,  with Pfizer taking the lead and
having the right to  [CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND FURNISHED
SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION].

      4.2 Completed  and  Ongoing  Studies.  Promptly after the Effective Date,
Organon shall provide to Pfizer a list of the  Product  Studies  that have been
completed  to  date on the Product, as well as a list of those Product  Studies
that are in the process of being conducted.

      4.3 Budget  Planning.  The  Parties  will on or before October 31 of each
Year (commencing with the Second Year) determine  the  budget to be included in
the  Development  Plan  for  the subsequent Year, and agree  on  a  non-binding
forecast for the subsequent Year.

      4.4 Development Costs.

            (i)   Subject to this  Article  4.4, all Development Costs incurred
      by the Parties in the Development of the  Product,  including Development
      Costs  incurred by Organon prior to the Effective Date,  will  be  shared
      [CONFIDENTIAL  INFORMATION  HAS  BEEN OMITTED AND FURNISHED SEPARATELY TO
      THE   SECURITIES   AND   EXCHANGE  COMMISSION]   percent   ([CONFIDENTIAL
      INFORMATION HAS BEEN OMITTED  AND  FURNISHED SEPARATELY TO THE SECURITIES
      AND EXCHANGE COMMISSION]%) by Pfizer  and  [CONFIDENTIAL  INFORMATION HAS
      BEEN  OMITTED  AND  FURNISHED  SEPARATELY TO THE SECURITIES AND  EXCHANGE
      COMMISSION]  percent ([CONFIDENTIAL  INFORMATION  HAS  BEEN  OMITTED  AND
      FURNISHED SEPARATELY  TO  THE  SECURITIES  AND  EXCHANGE COMMISSION]%) by
      Organon,  provided,  however,  that Pfizer's share of  Development  Costs
      incurred by Organon prior to the  Effective  Date (the "Prior Development
      Costs") shall not exceed $[CONFIDENTIAL INFORMATION  HAS BEEN OMITTED AND
      FURNISHED  SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]  USD  in
      total.  Promptly after execution of this Agreement, Organon shall provide
      Pfizer with  supporting  information  setting forth, in detail, the then-
      current Prior Development Costs incurred  by  Organon  and  a forecast of
      additional Prior Development Costs that Organon expects to incur prior to
      the  Effective  Date.  Within five (5) Business Days after the  Effective
      Date, Organon shall  provide  Pfizer with a final accounting of the Prior
      Development Costs, and Pfizer shall  have  fifteen  (15) Business Days to
      review such accounting.  Within twenty (20) Business  Days  of receipt of
      such  accounting, Pfizer shall pay, in accordance with Article  9.5,  its
      [CONFIDENTIAL  INFORMATION  HAS  BEEN OMITTED AND FURNISHED SEPARATELY TO
      THE   SECURITIES   AND   EXCHANGE  COMMISSION]   percent   ([CONFIDENTIAL
      INFORMATION HAS BEEN OMITTED  AND  FURNISHED SEPARATELY TO THE SECURITIES
      AND EXCHANGE COMMISSION]%) share of all such Prior Development Costs that
      are not in good faith disputed by Pfizer.

            (ii)  If Pfizer declines to exercise  its  rights to terminate this
      Agreement either under (x) Article 13.5(i)(c) based on the results of the
      [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED  SEPARATELY  TO
      THE SECURITIES AND EXCHANGE COMMISSION]; or (y) Article 13.5(ii)(a) based
      on the results of  the  [CONFIDENTIAL  INFORMATION  HAS  BEEN OMITTED AND
      FURNISHED  SEPARATELY  TO THE SECURITIES AND EXCHANGE COMMISSION],  then,
      commencing with the date  on  which  all  of  Pfizer's termination rights
      under  those Articles have expired (the "Adjustment  Date"),  Development
      Costs for  the Current Product for the Initial Indications will be shared
      [CONFIDENTIAL  INFORMATION  HAS  BEEN OMITTED AND FURNISHED SEPARATELY TO
      THE   SECURITIES   AND   EXCHANGE  COMMISSION]   percent   ([CONFIDENTIAL
      INFORMATION HAS BEEN OMITTED  AND  FURNISHED SEPARATELY TO THE SECURITIES
      AND EXCHANGE COMMISSION]%) by Pfizer  and  [CONFIDENTIAL  INFORMATION HAS
      BEEN  OMITTED  AND  FURNISHED  SEPARATELY TO


                                       25

<PAGE>


      THE   SECURITIES   AND  EXCHANGE   COMMISSION]   percent   ([CONFIDENTIAL
      INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO THE SECURITIES
      AND EXCHANGE  COMMISSION]%)  by Organon,  and such  adjustment  will also
      apply  retroactively,  subject  to the  limitation  described  in Article
      4.4(i), for all Development Costs for the Current Product for the Initial
      Indications incurred by the Parties prior to the Adjustment Date.

            (iii) If Pfizer has  declined  to  exercise  its right to terminate
      this Agreement under (x) Article 13.5(i)(c); and (y)  Article13.5(ii)(a),
      then, within ten (10) Business Days of the Adjustment Date,  Pfizer  will
      send  a  written  notice  to  that  effect  to Organon which notice shall
      identify  any amounts due as a result of the retroactive  application  of
      the adjustment  to the Parties' sharing of Development Costs set forth in
      subparagraph (ii)  above  (the  "Adjustment  Amount").   Within  ten (10)
      Business  Days  of  the date of such notice, Pfizer will pay Organon  the
      Adjustment Amount in accordance with the provisions of Article 9.5.

            (iv)  The Parties  have determined that the total Development Costs
      required  to obtain a Regulatory  Approval  for  a  Product  meeting  the
      Product  Profile   in   the   Major  Market  Countries  is  [CONFIDENTIAL
      INFORMATION HAS BEEN OMITTED AND  FURNISHED  SEPARATELY TO THE SECURITIES
      AND EXCHANGE COMMISSION] (US$[CONFIDENTIAL INFORMATION  HAS  BEEN OMITTED
      AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]) (the
      "Estimated Development Costs").  The Parties agree that either  Party may
      exceed the Estimated Development Costs by up to [CONFIDENTIAL INFORMATION
      HAS  BEEN OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE
      COMMISSION]  percent  ([CONFIDENTIAL  INFORMATION  HAS  BEEN  OMITTED AND
      FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]%) if such
      excess  expenditure  is necessary to comply with such Party's obligations
      under the then-current  Development  Plan, provided, however, that unless
      mutually agreed-upon by the Parties, neither  Party  shall be required to
      reimburse the other for any Development Costs incurred by the other Party
      in  excess  of [CONFIDENTIAL INFORMATION HAS BEEN OMITTED  AND  FURNISHED
      SEPARATELY  TO   THE   SECURITIES   AND   EXCHANGE   COMMISSION]  percent
      ([CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED  SEPARATELY  TO
      THE  SECURITIES  AND  EXCHANGE COMMISSION]%) of such Party's share of the
      Estimated Development Costs.

      4.5 Development of Improved Products. At the request of either Party, the
Parties  shall in good  faith  meet and  discuss  jointly  developing  Improved
Products where  preclinical  and/or clinical results provide a reasonable basis
for pursuing  such  additional  development  or the pursuit of such  additional
development is otherwise potentially  commercially  attractive.  If the Parties
agree to pursue  such  additional  development,  the  Parties  shall  amend the
Development  Plan  accordingly.  If the  Parties  do not agree to  pursue  such
additional development, then, neither Party shall have the right to pursue such
development  other  than  Organon's  right  to  pursue  development  of  a  New
Indication in accordance with Articles 4.6, 4.7 and 4.8.

      4.6 New  Indications.  With respect to  development of any New Indication
that the  Parties  do not agree to develop  jointly  pursuant  to Article  4.5,
Organon shall have the right to pursue the  development  of such New Indication
at its sole expense;  provided,  however, that (i) Organon's development of any
such New Indication would not, based on the best available scientific evidence,
be reasonably  likely to have a materially  adverse  effect on the Product then
being  Co-Promoted  by the  Parties;  and  (ii)  the  Product  for any such New
Indications is sold under a trademark or trademarks other than the Trademark(s)
(unless prohibited by the FDA or other Regulatory Authority,  in which case the
Trademark(s) may be used) and is developed and sold in a formulation and dosage
strength that does not create a reasonable  potential that the Product for such
New Indication  could be substituted by  prescribers,  dispensers  and/or Third
Party  payers  for  any  Product   being   Co-Promoted   by  the  Parties  (the
"Substitution  Product").  For the avoidance of doubt,  it is  understood  that
"reasonable potential" may include situations where the Substitution Product is
marketed,  promoted,  distributed  or sold  for use  other


                                       26

<PAGE>


than for use in the Initial  Indications  (or any other  indication  then being
Co-Promoted  by  the  Parties),   utilizing  a  different  trademark  from  the
Trademark(s),  and  where  the  Substitution  Product  is  labeled  for  use in
indications  that are solely  outside the field of  psychiatric  disorders.  In
furtherance of, but without otherwise limiting Organon's  obligations  pursuant
to this Article 4.6, Organon  covenants and agrees that during the Term in each
Country  in the  Territory,  Organon  shall  not,  and  shall  ensure  that its
Affiliates and licensees  shall not,  market,  promote,  distribute or sell any
Product for a New Indication in a  [CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED
AND  FURNISHED  SEPARATELY  TO  THE  SECURITIES  AND  EXCHANGE  COMMISSION]  or
[CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND  FURNISHED  SEPARATELY  TO THE
SECURITIES  AND  EXCHANGE   COMMISSION]   formulation   with  a   [CONFIDENTIAL
INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO THE  SECURITIES  AND
EXCHANGE  COMMISSION]  mg,  [CONFIDENTIAL  INFORMATION  HAS  BEEN  OMITTED  AND
FURNISHED   SEPARATELY  TO  THE   SECURITIES  AND  EXCHANGE   COMMISSION]   mg,
[CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND  FURNISHED  SEPARATELY  TO THE
SECURITIES AND EXCHANGE  COMMISSION]  mg,  [CONFIDENTIAL  INFORMATION  HAS BEEN
OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] mg,
[CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND  FURNISHED  SEPARATELY  TO THE
SECURITIES AND EXCHANGE  COMMISSION] mg or  [CONFIDENTIAL  INFORMATION HAS BEEN
OMITTED AND FURNISHED  SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] mg
dosage strength.

      4.7 Pfizer Opt-In Right. Subject to Article 4.8, if Organon or any of its
Affiliates intends to directly or indirectly, market,  sell, detail, promote or
distribute the Product for a New Indication in any Country  in the Territory at
any  time during the applicable Term, then, Organon shall provide  Pfizer  with
notice  to that effect (the "Opt-In Notice") within:  (x) sixty (60) days after
filing by  Organon  or  any  of  its  Affiliates  of  the  first  NDA  or other
Application  for Regulatory Approval for such New Indication with FDA or  other
Regulatory  Authority,  as  applicable;  or  (y)  sixty  (60)  days  after  the
acquisition  by   Organon   or  any  of  its  Affiliates,  whether  by  merger,
acquisition, license, or other  similar  transaction,  of  the  rights  to  the
Product  for  a  New  Indication  for  which  an  NDA  or other Application for
Regulatory Approval, as applicable, has already been filed  with or approved by
the  FDA or other Regulatory Authority.  Such Opt-In Notice shall  include  the
Supporting Information with respect to the New Indication as well as a detailed
statement  of  the  New  Indication  Development  Costs.  Pfizer shall have the
option, exercisable at its sole discretion, but in  no  event later than ninety
(90) days after Pfizer's receipt of the Opt-In Notice to notify Organon whether
Pfizer  elects  to  Co-Promote  such  New Indication with Organon  in  the  Co-
Promotion Countries (the "Election Notice").   If  Pfizer  elects to Co-Promote
such New Indication with Organon in the Co-Promotion Countries:

            (i)   then Pfizer shall pay Organon [CONFIDENTIAL  INFORMATION  HAS
      BEEN  OMITTED  AND  FURNISHED  SEPARATELY  TO THE SECURITIES AND EXCHANGE
      COMMISSION]  percent  ([CONFIDENTIAL INFORMATION  HAS  BEEN  OMITTED  AND
      FURNISHED SEPARATELY TO  THE SECURITIES AND EXCHANGE COMMISSION]%) of the
      New Indication Development  Costs  for such New Indication as of the date
      of  the Opt-In Notice in two (2) equal  installments,  the  first  within
      thirty  (30)  days  of  Organon's receipt of the Election Notice, and the
      second within 12-months after payment of the first installment; and

            (ii)  such  New Indication  shall  be  deemed  a  Product  for  all
      purposes under this  Agreement  and  Co-Promoted under the same terms and
      conditions as the Current Product.

      4.8 Sales for New Indications. If Pfizer does not elect to Co-Promote the
Product for a particular New Indication with Organon pursuant to Article 4.5 or
Article 4.7, and Organon Launches the Product  for  such  New  Indication  in a
Country  in  the Territory, Organon acknowledges that Launch of the Product for
such New Indication  may  require  that  the  Parties  distinguish sales of the
Product  for  such  New Indication from sales of the Product  for  the  Initial
Indications (or any other  indication  for  which  the  Parties  are  then  Co-
Promoting  the  Product).   In  order  to  allow  for  such  distinction  where
necessary, after


                                       27

<PAGE>


the  Effective  Date but prior to the Launch in the  Territory of the first New
Indication,  the Parties will  mutually  agree upon a Third Party vendor (e.g.,
IMS, Verispan,  etc.) which Third Party vendor shall periodically,  but no less
often than calendar monthly,  measure, as accurately as is reasonably possible,
in accordance  with Schedule 4.8, sales of the Product in the Territory for New
Indications.  The  agreement  as to such Third Party shall not be  unreasonably
withheld or delayed by either  Party and the Third Party named in Schedule  4.8
is  hereby  deemed  approved  by both  Parties.  For  purposes  of  calculating
Organon's  payments to Pfizer pursuant to Article 9.1, Net Sales of the Product
will be reduced by the  percentage of Product sales reported for the applicable
accounting  period by such Third  Party  vendor as  representing  sales for New
Indications  not being  Co-Promoted by the Parties.  The  determination  of the
Third  Party as to the  sales  for any such New  Indication  shall be final and
binding on the  Parties,  absent  manifest  error,  and shall not be subject to
audit under this  Agreement.  If due to changes  made by Third  Party  vendors,
available information,  or other unforeseen circumstances,  the methodology set
forth on Schedule 4.8 cannot be employed by the Parties, then the Parties shall
mutually  agree  upon  the use of an  alternative  vendor  or  methodology,  as
applicable,  in order to accomplish the purpose described in this Article,  and
neither  Party will  unreasonably  withhold or delay its  agreement to any such
alternative.

      4.9 If the  Parties do not agree to jointly  develop  the  Product  for a
specific New Indication  pursuant to Article 4.5 and Pfizer does not thereafter
elect to Co-Promote the Product with Organon for such New  Indication  pursuant
to Article 4.7,  then,  effective  as of such time as Pfizer  elects not to Co-
Promote the Product for the specific New Indication in accordance  with Article
4.7 (the "Organon-Only  Product"),  such Organon-Only  Product will be excluded
from the  definition  of  "Product"  hereunder  (other than with respect to the
calculation  of payments  owed to Pfizer  pursuant to Article 9.1 as  described
above in Article 4.8 and other than with respect to the  applicable  provisions
necessary  for  purposes of such  calculation  including,  without  limitation,
Article 8A).

                                   ARTICLE 5

                           MANUFACTURING AND SUPPLY

      5.1  Production  Agreements.  The  Parties  acknowledge  that on the date
hereof  each of them or  their  respective  Affiliates  are  entering  into the
Production  Agreements for, among other things,  the manufacture of Products in
accordance with the respective terms of the Production Agreements.

      5.2  Supply  Allocation.  At any time  following  Launch in more than one
Country,  in the event that (a) the GCC and MSC agree that the  availability of
the Product shall be insufficient whether due to a shortage of Intermediate, or
the  Compound or  otherwise,  to meet the  forecasted  need for Product for the
following Calendar Quarter as determined by the CCCs and aggregated by the GCC,
or (b)  availability  of Product is in fact  insufficient  to fill orders on an
ongoing basis, then the GCC and MSC shall confer to resolve such insufficiency.
In the event the GCC and MSC cannot resolve such insufficiency,  then (i) there
shall be no further Launches of Product in any Country until the  insufficiency
is eliminated,  (ii) to the extent the insufficiency continues, then all safety
stock and sampling in any Country where the Product is sold will be utilized in
sales  in such  Country,  and  (iii)  to the  extent  the  insufficiency  still
continues,  then  unless  otherwise  agreed,  the  available  Product  shall be
allocated to the  Countries  where the Product is sold in  proportion  with the
then-current forecasted sales for the Product in each such Country.

      5.3 [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED  SEPARATELY
TO THE  SECURITIES  AND  EXCHANGE  COMMISSION]  Plans.  The Parties  shall work
together to monitor future  requirements and the [CONFIDENTIAL  INFORMATION HAS
BEEN  OMITTED  AND  FURNISHED   SEPARATELY  TO  THE   SECURITIES  AND  EXCHANGE
COMMISSION]  capabilities  of  Organon  and  Pfizer to ensure  the  timely  and
adequate [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO
THE SECURITIES AND EXCHANGE COMMISSION] of the Intermediate and the Product. In
order to help ensure  adequate  [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND
FURNISHED  SEPARATELY  TO  THE  SECURITIES  AND  EXCHANGE


                                       28

<PAGE>


COMMISSION] of the  Intermediate  and the Product,  the Parties  shall,  within
ninety (90) days of the  Effective  Date,  agree upon the existing  development
plan for the  processes  for  [CONFIDENTIAL  INFORMATION  HAS BEEN  OMITTED AND
FURNISHED  SEPARATELY TO THE SECURITIES AND EXCHANGE  COMMISSION]  the Compound
and the  Product  for the initial  Launch of the  Product  (such  [CONFIDENTIAL
INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO THE  SECURITIES  AND
EXCHANGE COMMISSION],  the "First Generation [CONFIDENTIAL INFORMATION HAS BEEN
OMITTED AND FURNISHED  SEPARATELY TO THE SECURITIES AND EXCHANGE  COMMISSION]",
and such plan, the "First Generation [CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] Plan"). The
First  Generation  [CONFIDENTIAL  INFORMATION  HAS BEEN  OMITTED AND  FURNISHED
SEPARATELY  TO THE  SECURITIES  AND  EXCHANGE  COMMISSION]  Plan will  include,
without limitation, all information required to support submission of the First
Generation [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
TO THE  SECURITIES  AND EXCHANGE  COMMISSION]  to the FDA and other  Regulatory
Authorities  in  accordance  with the timeline  agreed upon by the Parties.  In
addition,  the Parties  shall,  within one hundred and eighty (180) days of the
Effective  Date,  explore  options for a  commercially  viable and  technically
feasible alternative  [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED
SEPARATELY TO THE  SECURITIES  AND EXCHANGE  COMMISSION]  and then agree upon a
corresponding   [CONFIDENTIAL   INFORMATION  HAS  BEEN  OMITTED  AND  FURNISHED
SEPARATELY TO THE SECURITIES AND EXCHANGE  COMMISSION] plan for establishing an
improved,  or "second  generation,"  process for [CONFIDENTIAL  INFORMATION HAS
BEEN  OMITTED  AND  FURNISHED   SEPARATELY  TO  THE   SECURITIES  AND  EXCHANGE
COMMISSION] the Compound (such  [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND
FURNISHED  SEPARATELY TO THE SECURITIES AND EXCHANGE  COMMISSION],  the "Second
Generation [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
TO THE  SECURITIES  AND  EXCHANGE  COMMISSION]",  and such  plan,  the  "Second
Generation [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
TO THE  SECURITIES  AND  EXCHANGE  COMMISSION]  Plan").  The Second  Generation
[CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND  FURNISHED  SEPARATELY  TO THE
SECURITIES AND EXCHANGE  COMMISSION]  Plan will have, as one of its objectives,
the completion of work by the Parties,  as such work is allocated in the Second
Generation [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
TO THE  SECURITIES  AND EXCHANGE  COMMISSION]  Plan,  on the Second  Generation
[CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND  FURNISHED  SEPARATELY  TO THE
SECURITIES AND EXCHANGE COMMISSION],  no later than the first date of an action
by  FDA  or  another  Regulatory  Authority  which  action  could  result  in a
Regulatory Approval for the Product. Each of the First Generation [CONFIDENTIAL
INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO THE  SECURITIES  AND
EXCHANGE COMMISSION] Plan and the Second Generation  [CONFIDENTIAL  INFORMATION
HAS BEEN  OMITTED AND  FURNISHED  SEPARATELY  TO THE  SECURITIES  AND  EXCHANGE
COMMISSION] Plan shall allocate  responsibilities  for  accomplishing the tasks
set forth in such plan between  Pfizer and Organon,  and the Parties  shall use
all  reasonable and diligent  efforts to cooperate with each other,  including,
without  limitation,  sharing any of its Technical  Information  with the other
Party, in order to successfully  execute the applicable plan.  Without limiting
the foregoing,  either Party may, at its own expense, undertake additional work
on the [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO
THE SECURITIES AND EXCHANGE COMMISSION] for the Compound or the Product. If the
Parties successfully develop a Second Generation [CONFIDENTIAL  INFORMATION HAS
BEEN  OMITTED  AND  FURNISHED   SEPARATELY  TO  THE   SECURITIES  AND  EXCHANGE
COMMISSION]  that is  acceptable  to each Party,  then the Parties will discuss
sourcing  strategies  for  implementing  the  Second  Generation  [CONFIDENTIAL
INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO THE  SECURITIES  AND
EXCHANGE  COMMISSION]  with the goals of (i) maintaining  consistency  with the
principles  set forth in the  Production  Agreements;  and (ii) arriving at the
most  cost-effective  [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED
SEPARATELY TO THE SECURITIES  AND EXCHANGE  COMMISSION]  reasonable  achievable
under the circumstances.


                                       29

<PAGE>


      5.4 Capacity  Plans.  Promptly after the Effective Date, the MSC will (i)
develop a standard for measuring  Intermediate  and  Compound  capacity  at the
Parties'  (or  their  Affiliates' or subcontractors') manufacturing facilities,
and (ii) develop a plan  (the  "Capacity  Plan")  designed  to  ensure that the
capacity  of the manufacturing facilities at which Organon or Pfizer  or  their
respective   Affiliates   intends  to  manufacture  or  have  manufactured  the
Intermediate and the Compound  have  optimum capacity to meet the forecasts set
by the GCC and safety stocks agreed by  the  MSC.  Unless otherwise established
by the MSC, the following safety stocks will be  kept:   (a)  six (6) months of
Intermediate;  (b)  nine  (9)  months  of Compound; and (c) two (2)  months  of
Primary Packaged Product.  Pfizer or its  Affiliate  will own title to and will
keep the safety stocks of Intermediate, Compound and Primary  Packaged Product.
Pfizer  will  have  the  right  to  keep the safety stocks of Primary  Packaged
Product at a warehouse facility owned  or  leased by Organon or its Affiliates.
The  Capacity Plan will include timelines and  milestone  dates  by  which  the
Parties  must  establish  that  the Intermediate, Compound and Primary Packaged
Product can be manufactured at the  forecasted  scale.   Each  Party  shall  be
responsible   for   having   the   agreed-upon   capacity  installed  at  those
manufacturing  locations owned by such Party, its Affiliate  or  subcontractor,
provided, however,  that  the  Parties shall mutually agree upon investments in
capacity at [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
TO THE SECURITIES AND EXCHANGE COMMISSION].   In  addition,  each  Party or its
Affiliate   will   be   responsible  for  securing  commercial  and/or  quality
agreements, as applicable,  for  raw  materials or services, as necessary under
the circumstances, in order for such Party  or  its  Affiliate to carry out its
obligations under the Production Agreements.

      5.5 Release Testing. Each Party will be responsible  for  release testing
and the release of the Product (or component thereof), for that portion  of the
supply chain for which such Party is responsible.

                                   ARTICLE 6

                               COMMERCIALIZATION

      6.1 Co-Promotion.  Upon obtaining  Regulatory Approval and Price Approval
in a  Co-Promotion  Country,  the  Parties  shall use  Commercially  Reasonable
Efforts to Launch and  Co-Promote the Product in such  Co-Promotion  Country in
accordance with the Global Marketing Plan and the applicable  Country Marketing
Plan.

      6.2 Detail Requirements.  Subject to Schedule 1.40 to this Agreement, the
Global Marketing Plan, and the applicable  Country  Marketing Plan, the Parties
will develop,  review and mutually  agree upon  appropriate  Detailing  efforts
regarding targets,  call frequency,  and other sales force deployment issues in
order to achieve sales  objectives  consistent with the forecasts  developed by
the GCC with input from the CCCs.  Such  efforts are to be reviewed and updated
by the Parties at least on an annual basis. Commencing with the first Launch of
the Product in the US Territory  until the second  anniversary  of such Launch,
Pfizer Sales  Representatives  in the US Territory will be instructed to Detail
the Product in the first or second  position to all  prescribers who are in the
top [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE
SECURITIES AND EXCHANGE COMMISSION] percent ([CONFIDENTIAL INFORMATION HAS BEEN
OMITTED AND FURNISHED  SEPARATELY TO THE SECURITIES AND EXCHANGE  COMMISSION]%)
of prescribers of antipsychotic drugs as determined by Pfizer,  through the use
of reputable third party data, consistent with the manner in which Pfizer makes
such  determinations  for its own similar  products  (the "High  Prescribers").
However,  during the initial  [CONFIDENTIAL  INFORMATION  HAS BEEN  OMITTED AND
FURNISHED  SEPARATELY TO THE  SECURITIES AND EXCHANGE  COMMISSION]  after first
Launch of the Product in the US  Territory,  such Pfizer Sales  Representatives
may be instructed to Detail the Product to such High  Prescribers  in the third
position  provided  that such  instructions  are based on  Pfizer's  reasonable
judgment  that  Detailing  the  Product in the third  position  would give such
Detail the greatest emphasis during the particular call.

      6.3 Marketing Costs. In each Co-Promotion Country during each Year of the
Term, Pfizer will be responsible for [CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND FURNISHED


                                       30

<PAGE>


SEPARATELY TO THE SECURITIES AND EXCHANGE  COMMISSION]  percent  ([CONFIDENTIAL
INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO THE  SECURITIES  AND
EXCHANGE  COMMISSION]%) of the Marketing Costs, and Organon will be responsible
for [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE
SECURITIES AND EXCHANGE COMMISSION] percent ([CONFIDENTIAL INFORMATION HAS BEEN
OMITTED AND FURNISHED  SEPARATELY TO THE SECURITIES AND EXCHANGE  COMMISSION]%)
of the Marketing Costs. Such Marketing Costs shall be reflected in the Parties'
Quarterly  Marketing  Cost Reports  pursuant to Article  8A.1.  Pfizer shall be
solely  responsible for all Out-of-Pocket  Costs and other costs solely related
to the marketing and promotion of Product in any Pfizer Exclusive Country,  and
Organon  shall be solely  responsible  for all Out-of-  Pocket  Costs and other
costs solely  related to the  marketing and promotion of Product in any Organon
Exclusive  Country.  In  each  Co-Marketing   Country,   each  Party  shall  be
responsible for one hundred percent (100%) of its respective  Marketing  Costs.
Parties are only  responsible  for payments  related to those  Marketing  Costs
defined in the Global Marketing Plan or a Country  Marketing Plan, or otherwise
approved by the GCC or CCC. Unless otherwise agreed as a Consensus Matter, each
Party agrees that the Global  Marketing Plan and Country  Marketing Plans shall
require each Party to spend up to its share of the minimum  Marketing Costs (by
Country or region,  as applicable) as reflected on Schedule 6.3 plus the Excess
Marketing Expenditure  described in the next sentence.  Absent mutual agreement
of the Parties,  however, neither Party shall be responsible for (and shall not
be  reimbursed  by the other  Party for) any cost or expense  that  exceeds the
annual  budgeted  Marketing  Costs  for the  applicable  Country  by more  than
[CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND  FURNISHED  SEPARATELY  TO THE
SECURITIES AND EXCHANGE COMMISSION] ([CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE  COMMISSION]%)  percent
of such budgeted amounts (the "Excess Marketing Expenditure").

      6.4 Reduction of Detailing  Requirements and Marketing Costs in the Major
Market Countries.

            (i)   Each  of  Pfizer  and Organon shall have the right, upon  one
      hundred (180) days prior notice to the other Party given prior to the end
      of the second consecutive Year  described  below, to reduce its Detailing
      Requirements  in  the  Major  Market  Countries and  its  Marketing  Cost
      obligations if in any two consecutive Years  after  (a)  the  second Year
      after  the  Launch  of the Product in such Major Market Country, if  such
      Launch occurs on or before June 30 of the calendar year, or (b) the third
      Year after such Launch,  if  the  Launch  occurs  after  June  30  of the
      calendar  year,  Net Sales in any such Major Market Country are less than
      [CONFIDENTIAL INFORMATION  HAS  BEEN  OMITTED AND FURNISHED SEPARATELY TO
      THE   SECURITIES   AND   EXCHANGE  COMMISSION]   percent   ([CONFIDENTIAL
      INFORMATION HAS BEEN OMITTED  AND  FURNISHED SEPARATELY TO THE SECURITIES
      AND  EXCHANGE  COMMISSION]%)  of  the  applicable  Major  Market  Country
      Forecast  for such Major Market Country;  provided  that  such  notifying
      Party is not  then  (i) in Material Default of its obligations under this
      Agreement, (ii) is not  a  Shortfall  Party in such Major Market Country,
      (iii) is not a Detail Breaching Party in  such  Major Market Country, and
      (iv)  there  is  no Force Majeure in such Major Market  Country  that  is
      continuing at such  time and provided further that such notice shall only
      be effective if such  percentage  is  not actually achieved by the end of
      the second consecutive Year. The notice provided to the other Party shall
      specify the amount in percentage terms  by  which it intends to so reduce
      its obligations.  In the event such notice provided  above  is given, the
      other Party shall be permitted to give notice, no later than  sixty  (60)
      days  prior  to  the  end  of  such  Year, of its intention to reduce its
      Detailing  and  Marketing  Cost  obligations,  which  notice  shall  also
      describe in percentage terms the amount by which it intends to reduce its
      Detailing and Marketing Cost obligations.  If  the  Net  Sales in a Major
      Market  Country  are  less than said [CONFIDENTIAL INFORMATION  HAS  BEEN
      OMITTED  AND  FURNISHED  SEPARATELY   TO   THE  SECURITIES  AND  EXCHANGE
      COMMISSION]  percent  ([CONFIDENTIAL INFORMATION  HAS  BEEN  OMITTED  AND
      FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]%) in such
      second  consecutive Year,  each  Party's  Detailing  and  Marketing  Cost
      obligations in each subsequent Year in such Major Market Country shall be
      reduced by  the


                                       31

<PAGE>


      amount  corresponding to the percentage specified in such Party's notice,
      but in no event shall either Party's  respective  Detailing and Marketing
      Cost  obligations  be  reduced  below  the  product  of (a) such  Party's
      Detailing  Requirement and Marketing Cost  obligations  applicable  under
      this  Agreement for the then current Year,  without giving effect to this
      Article  6.4(i),  and (b) a fraction,  the numerator of which is the mean
      average  Net Sales for such  Country  during  the two  consecutive  Years
      referred to in the first  sentence,  and the  denominator of which is the
      mean average Major Market  Country  forecast for such Country during such
      Years, as illustrated on Schedule 6.4.

            (ii)  Other Readjustments  in  the  Major Market Countries.  In the
      event  Net  Sales  in  any  Major  Market  Country   shall   be   between
      [CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND FURNISHED SEPARATELY  TO
      THE SECURITIES AND EXCHANGE COMMISSION]%  and  [CONFIDENTIAL  INFORMATION
      HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES AND  EXCHANGE
      COMMISSION]%  of  the Major Market Country Forecast for such Major Market
      Country, either Party  shall have the right to initiate discussions as to
      the appropriate readjustment  in  the terms of such Party's participation
      in  commercialization in such Major  Market  Country;  provided,  however
      (a) mutual  agreement  of  the  Parties  will  be  required  to  make any
      amendments  or  adjustments  to  the terms of this Agreement; and (b)  no
      Party shall have any obligation of  any  kind to make any such amendments
      or adjustments or in connection with failing  to make any such amendments
      or adjustments.

            (iii) Adjustments for Detailing Requirements and Marketing Costs in
      Other Co-Promote Countries.  Each of Pfizer and  Organon  shall  have the
      right,  provided  such  Party  is  not  then  in  Material Default of its
      obligations under this Agreement and is not a Shortfall Party or a Detail
      Breaching  Party, and there is no Force Majeure which  is  continuing  at
      such time, upon  ninety  (90)  days prior notice to the other Party given
      prior to the end of such Year described  below,  on  a Country-by-Country
      basis with respect to all Co-Promotion Countries, other than Major Market
      Countries ("Other Countries"), to reduce its Detailing  Requirements  and
      the  amount  of Marketing Costs as provided in this Article 6.4.  In each
      Other Country, the adjustment will only become effective after the end of
      the third full  Year  after  Launch,  and  the procedure set forth herein
      shall be applied for each subsequent Year (starting  with the Fifth Year)
      until expiration of the Term for each such Other Country:

                  (a) For the first eight months during each  Year  (January  1
            through August  31)  the  Net Product Sales during such eight month
            period ("8 Month Sales") will be determined and compared to the Net
            Sales forecast for such period   ("8  Month Forecast") as set forth
            in the applicable Country Marketing Plan.  If the 8 Month Sales are
            less than [CONFIDENTIAL INFORMATION HAS  BEEN OMITTED AND FURNISHED
            SEPARATELY  TO  THE  SECURITIES  AND EXCHANGE  COMMISSION]  percent
            ([CONFIDENTIAL   INFORMATION  HAS  BEEN   OMITTED   AND   FURNISHED
            SEPARATELY TO THE  SECURITIES  AND  EXCHANGE COMMISSION]%) of the 8
            Month Forecast, then the ratio ("Ratio")  shall  be  determined  by
            dividing  the  8  Month  Sales  by  the  8  Month Forecast, and the
            resulting  Ratio  shall  be  used (as specified in  subsection  (b)
            below) to determine the Detailing  Requirements  and  the amount of
            Marketing Costs for the following Year.

                  (b) To determine the Detailing Requirements and the amount of
            Marketing  Costs,  the  then  applicable Detailing Requirement  and
            Marketing Cost number would be  multiplied  by  the  Ratio, and the
            result  would  be  the  Detailing  Requirement  and Marketing  Cost
            obligations for the following Year.

      6.5 Co-Promotion  Resources.  It is the intention of Organon  and  Pfizer
that, during the Term in each Co-Promotion  Country, each of Organon and Pfizer
will devote adequate resources to the Co-Promotion  of  the  Product in the Co-
Promotion  Countries  and  to  otherwise discharge its obligations


                                       32

<PAGE>


under this Agreement. If Organon and Pfizer agree that one Party should provide
more than [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED  SEPARATELY
TO THE SECURITIES AND EXCHANGE COMMISSION] percent  ([CONFIDENTIAL  INFORMATION
HAS BEEN  OMITTED AND  FURNISHED  SEPARATELY  TO THE  SECURITIES  AND  EXCHANGE
COMMISSION]%)  of  the  Details  in a  Co-Promotion  Country,  whether  because
additional Detailing is necessary beyond that contemplated in this Agreement or
otherwise, or one Party is requested to devote other resources in excess of its
appropriate  share, the Parties shall first determine fair compensation to such
Party for its additional efforts. Without limiting the foregoing, other than as
set forth in Article  6.5A below  with  respect to each of the United  Kingdom,
Spain,  Germany,  France  and  Canada,  each  Party  must  be  willing,  in the
applicable   Country   Marketing   Plan,  to  undertake  to  perform  at  least
[CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND  FURNISHED  SEPARATELY  TO THE
SECURITIES AND EXCHANGE COMMISSION] percent ([CONFIDENTIAL INFORMATION HAS BEEN
OMITTED AND FURNISHED  SEPARATELY TO THE SECURITIES AND EXCHANGE  COMMISSION]%)
of the total Product Details in each  Co-Promotion  Country in each Year of the
applicable  Term (the  "Minimum  Detail  Percentage").  Subject to Article 2.5,
Organon  may engage a  contract  sales  force in Japan in order to satisfy  the
Minimum Detail Percentage, and Pfizer's consent to such engagement shall not be
unreasonably  withheld.  If either  Party  (the  "Nonperforming  Party") is not
willing to undertake to perform the Minimum Detail Percentage in a Co-Promotion
Country in any Year,  then (i) if Pfizer is the  Nonperforming  Party,  Organon
shall have the right to  terminate  this  Agreement  pursuant  to Article  13.3
solely with respect to such  Co-Promotion  Country;  and (ii) if Organon is the
Nonperforming  Party,  Pfizer shall have the right to convert such Co-Promotion
Country from a Co- Promotion Country to a Pfizer Exclusive Country.

      6.5A Co-Promotion in Canada and Certain Key EU Countries.

            (i)   Notwithstanding  the  provisions  of  Article  6.5 above, the
      Parties agree that, the Minimum Detail Percentage shall not apply in each
      of  the  United  Kingdom, Spain, Germany, France and Canada (the  "Big  5
      Countries").  In each  of  the  Big 5 Countries, the applicable CCC shall
      determine each Party's Detail Requirement  for each Year of the Term, and
      each Party shall have the right to perform [CONFIDENTIAL  INFORMATION HAS
      BEEN  OMITTED  AND  FURNISHED  SEPARATELY TO THE SECURITIES AND  EXCHANGE
      COMMISSION]  percent ([CONFIDENTIAL  INFORMATION  HAS  BEEN  OMITTED  AND
      FURNISHED SEPARATELY  TO THE SECURITIES AND EXCHANGE COMMISSION]%) of the
      Details in each such Country  in  each  Year.   If either Party (the "Low
      Detailing Party") elects to perform fewer than [CONFIDENTIAL  INFORMATION
      HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES AND  EXCHANGE
      COMMISSION]  percent  ([CONFIDENTIAL  INFORMATION  HAS  BEEN  OMITTED AND
      FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]%)  of the
      total Details determined by the CCC to be warranted in one or more of the
      Big  5  Countries  in any Year, then (a) the other Party may, in its sole
      discretion, elect to perform the Details that the Low Detailing Party was
      not able to perform;  and  (b) the Low Detailing Party's share of the Net
      Sales of the Product in such  Country  for  such Year shall be reduced by
      applying the following formula:

      N  =  P  -  [CONFIDENTIAL  INFORMATION  HAS  BEEN OMITTED  AND  FURNISHED
      SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] - R)

      N = The Low Detailing Party's new Net Sales share under this Agreement

      P  =  The  Low  Detailing  Party's original Net Sales  share  under  this
      Agreement  (i.e.,  for Organon,   P=[CONFIDENTIAL  INFORMATION  HAS  BEEN
      OMITTED  AND  FURNISHED   SEPARATELY   TO  THE  SECURITIES  AND  EXCHANGE
      COMMISSION] and for Pfizer, P=[CONFIDENTIAL  INFORMATION HAS BEEN OMITTED
      AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION])


                                       33

<PAGE>


      R = the fraction (expressed as a percentage) the  numerator  of  which is
      number  of Details that the Low Detailing Party has agreed to perform  in
      such Country  in  the applicable Year and the denominator of which is the
      total Details agreed  to  be  performed by the Parties in such Country in
      the applicable Year.

      6.6 Co-Marketing.

            (i)   In the event the Parties are legally unable to Co-Promote the
      Product in a particular Co-Promotion  Country  in  which they are both in
      agreement  that the Product should be commercialized,  the  Parties  will
      endeavor to  decide  whether  such  Country  will  be  a Pfizer Exclusive
      Country  or  an  Organon  Exclusive  Country.   In  the absence  of  such
      agreement,  the  Parties  will  be  entitled  to  Co-Market  the  Product
      independently in the Country.  For the Co-Marketing Countries, Pfizer and
      Organon  shall  each  have access to all Promotional Materials  developed
      jointly by the Parties.  If a single Trademark is used for the Product in
      the Co-Promotion Countries,  Organon  shall  have  the  right to use such
      Trademark  in  the Co-Marketing Countries.  Each Party shall  market  the
      Product in a manner  substantially consistent with the general strategies
      expressed in the Global  Marketing  Plan,  but shall otherwise be free to
      market the Product in such Co-Marketing Country  as  it deems appropriate
      in its sole discretion.  Organon and Pfizer shall each  bear  all  of its
      own  costs  and  expenses in advertising and promoting the Product in the
      Co-Marketing Countries.   Each Party shall retain all revenues accrued by
      such Party (or its relevant  local Affiliate) on its sales of any Product
      in each Co-Marketing Country.   Within  sixty (60) days following the end
      of each Calendar Quarter following Product  Launch  in  any  Co-Marketing
      Country, each Party shall provide the JOC with a detailed report  of  Net
      Sales made by the Party or its local Affiliate in Co-Marketing Countries.
      The format of such reports shall be mutually agreed-upon by the JOC.

            (ii)  In the event that the Parties mutually agree to convert a Co-
      Marketing Country to a Pfizer Exclusive Country, Pfizer shall pay Organon
      a  royalty  of  [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED
      SEPARATELY   TO   THE  SECURITIES  AND   EXCHANGE   COMMISSION]   percent
      ([CONFIDENTIAL INFORMATION  HAS  BEEN OMITTED AND FURNISHED SEPARATELY TO
      THE SECURITIES AND EXCHANGE COMMISSION]%)  of  Net Sales in such Country,
      in lieu of the [CONFIDENTIAL INFORMATION HAS BEEN  OMITTED  AND FURNISHED
      SEPARATELY   TO   THE   SECURITIES   AND   EXCHANGE  COMMISSION]  percent
      ([CONFIDENTIAL INFORMATION HAS BEEN OMITTED  AND  FURNISHED SEPARATELY TO
      THE SECURITIES AND EXCHANGE COMMISSION]%) royalty set  forth  in  Article
      9.2.   Such  [CONFIDENTIAL  INFORMATION  HAS  BEEN  OMITTED AND FURNISHED
      SEPARATELY   TO   THE   SECURITIES   AND  EXCHANGE  COMMISSION]   percent
      ([CONFIDENTIAL INFORMATION HAS BEEN OMITTED  AND  FURNISHED SEPARATELY TO
      THE  SECURITIES AND EXCHANGE COMMISSION]%) royalty shall  be  subject  to
      adjustment pursuant to Articles 9.2(i) and 9.2(ii).

      6.7 Exclusive Countries. Pfizer and Organon shall each have access to all
Promotional  Materials  developed  jointly  by the Parties for the Co-Promotion
Countries and shall bear all of its own costs  and  expenses in advertising and
promoting  the  Product  in  the  Pfizer Exclusive Countries  and  the  Organon
Exclusive Countries, respectively.   In  the Pfizer Exclusive Countries and the
Organon Exclusive Countries, each of Pfizer  and  Organon, as applicable, shall
conduct  its  business  consistent  with  the  Global Marketing  Plan  and  the
Development Plan.

      6.8 Conversion of Countries

            (i)   Initial  Conversion  from  Co-Promotion   Country  to  Pfizer
      Exclusive  Country.   As soon as is practicable following  the  Effective
      Date but in no event later than  November 15, 2004, Organon shall provide
      Pfizer with a list of each Co-Promotion Country in which Organon does not
      intend to Co-Promote the  Product  with Pfizer.  Upon Pfizer's receipt of
      such  notice,  the


                                       34

<PAGE>


      Co-Promotion Country or Co-Promotion  Countries identified in such notice
      shall be designated a Pfizer Exclusive Country.

            (ii)  Conversion  from a Pfizer Exclusive Country to a Co-Promotion
      Country or Co-Marketing Country.

                  (a)  Notwithstanding  anything to the  contrary  contained in
            this   Agreement,   if  Organon  can   demonstrate  to  Pfizer  the
            Co-Promotion  Criteria for a Pfizer Exclusive Country,  then at any
            time from the  Effective  Date  through  and  including  the period
            ending  three (3)  years  from the date of  Product  Launch in such
            Pfizer Exclusive Country, Organon may elect, upon not less than one
            hundred eighty (180) days written notice to Pfizer,  to convert any
            Pfizer  Exclusive  Country  to a  Co-Promotion  Country  or, if the
            applicable Law in such Country does not permit the conversion  into
            a Co- Promotion Country, to a Co-Marketing Country.  During the one
            hundred eighty (180) days following the receipt of Organon's notice
            of election, the Parties shall undertake the development of a joint
            marketing  plan for such  Country.  Any  such  conversion  shall be
            effective  as of the  close of  business  on the date  which is one
            hundred  eighty  (180)  days  from  the  date of such  notice  (the
            "Conversion Date").

                  (b) In the event that  Organon is unable to  demonstrate  its
            ability to conduct a Co-Promotion in any Co-Promotion Country, that
            Country  shall  continue  to be  designated  as a Pfizer  Exclusive
            Country.

                  (c) The Parties  agree to amend  Schedule 1.33 to reflect the
            updated list of Co-Promotion Countries, respectively.

            (iii) If  a  Pfizer Exclusive  Country  is  converted  into  a  Co-
      Promotion Country within  three  (3)  years  of  Product  Launch  in such
      Country, then no later than two (2) months prior to the Conversion  Date,
      Pfizer  shall  deliver  to  Organon a statement (the "Interim Statement")
      setting forth, in reasonable  detail  (a)  itemized Development Costs and
      Marketing Costs attributable to such Country  ("Exclusive Country Costs")
      for  the Product for all periods ending three (3)  months  prior  to  the
      Conversion Date, and (b) Pfizer's Net Sales of the Product in the Country
      for the nine (9) month period ending on the date that is three (3) months
      prior to the Conversion Date.  Organon shall pay to Pfizer, within thirty
      (30) days  following receipt of the Interim Statement, an amount equal to
      [CONFIDENTIAL  INFORMATION  HAS  BEEN OMITTED AND FURNISHED SEPARATELY TO
      THE   SECURITIES   AND   EXCHANGE  COMMISSION]   percent   ([CONFIDENTIAL
      INFORMATION HAS BEEN OMITTED  AND  FURNISHED SEPARATELY TO THE SECURITIES
      AND  EXCHANGE  COMMISSION]%)  of  the  Exclusive   Country   Costs,   and
      [CONFIDENTIAL  INFORMATION  HAS  BEEN OMITTED AND FURNISHED SEPARATELY TO
      THE   SECURITIES   AND   EXCHANGE  COMMISSION]   percent   ([CONFIDENTIAL
      INFORMATION HAS BEEN OMITTED  AND  FURNISHED SEPARATELY TO THE SECURITIES
      AND EXCHANGE COMMISSION]%) of the foregoing  Net  Sales  (if applicable),
      all  as shown on the Interim Statement.  No later than thirty  (30)  days
      following  the  Conversion  Date,  Pfizer  shall  deliver  to  Organon  a
      statement  (the "Conversion Date Statement") setting forth, in reasonable
      detail, Exclusive  Country  Costs  for  the  Product during the three (3)
      month period ending on and including the Conversion Date and Pfizer's Net
      Sales  of the Product in the Country (if any) for  the  three  (3)  month
      period ending  on  the  Conversion  Date.   Organon  shall pay to Pfizer,
      within  thirty  (30)  days  following  receipt  of  the  Conversion  Date
      Statement, an amount equal to [CONFIDENTIAL INFORMATION HAS  BEEN OMITTED
      AND  FURNISHED  SEPARATELY  TO  THE  SECURITIES  AND EXCHANGE COMMISSION]
      percent  ([CONFIDENTIAL  INFORMATION  HAS  BEEN  OMITTED   AND  FURNISHED
      SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]%) of the  Exclusive
      Country   Costs  and  [CONFIDENTIAL  INFORMATION  HAS  BEEN  OMITTED  AND
      FURNISHED SEPARATELY  TO  THE SECURITIES AND EXCHANGE COMMISSION] percent
      ([CONFIDENTIAL INFORMATION  HAS  BEEN


                                       35

<PAGE>


      OMITTED  AND  FURNISHED   SEPARATELY  TO  THE   SECURITIES  AND  EXCHANGE
      COMMISSION]%)  of the Net  Sales  (if  applicable),  all as  shown on the
      Conversion Date Statement.

            (iv)  Beginning on the Conversion Date, Products  in the applicable
      Country  shall  be  treated  as  a  Product  in  a  Co-Promotion Country;
      provided, however, that for a reasonable transition period  of  up to one
      hundred  and  eighty (180) days, Pfizer shall be entitled to continue  to
      purchase Product  and  book  sales  thereof  but  shall  then pay Organon
      [CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND FURNISHED SEPARATELY  TO
      THE   SECURITIES   AND   EXCHANGE  COMMISSION]   percent   ([CONFIDENTIAL
      INFORMATION HAS BEEN OMITTED  AND  FURNISHED SEPARATELY TO THE SECURITIES
      AND EXCHANGE COMMISSION]%) of such Net Sales as a Co-Promotion fee during
      such transition period, in lieu of any royalty payments due under Article
      9.2.   In the event that Organon's local  Affiliate  is  not  capable  of
      booking  sales of the Product in a particular Co-Promotion Country by the
      end of such  transition  period, then the local Pfizer Affiliate shall be
      entitled to continue book such sales.

            (v)   If  a  Pfizer Exclusive  Country  is  converted  into  a  Co-
      Marketing Country, then,  no  later  than  two  (2)  months  prior to the
      Conversion  Date,  Pfizer  shall  deliver to Organon an Interim Statement
      setting forth, in reasonable detail,  Exclusive  Country  Costs  for  the
      Product  for  all periods ending three (3) months prior to the Conversion
      Date, all Internal Costs incurred by Pfizer in relation to the Country in
      question directly related to complying with the registration requirements
      of the Country  for  the  Product for all periods ending three (3) months
      prior  to  the  Conversion  Date  ("Internal  Registration  Costs"),  and
      Pfizer's Net Sales of the Product  in  the Country for the nine (9) month
      period  ending  on  the  date  that is three  (3)  months  prior  to  the
      Conversion Date. Organon shall pay  to  Pfizer,  within  thirty (30) days
      following  the  receipt  of  the  Interim  Statement  an amount equal  to
      [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED  SEPARATELY  TO
      THE   SECURITIES  AND   EXCHANGE   COMMISSION]   percent   ([CONFIDENTIAL
      INFORMATION  HAS  BEEN OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES
      AND  EXCHANGE  COMMISSION]%)   of   such   Internal  Registration  Costs,
      [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND  FURNISHED  SEPARATELY  TO
      THE   SECURITIES   AND   EXCHANGE   COMMISSION]   percent  ([CONFIDENTIAL
      INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY  TO  THE SECURITIES
      AND   EXCHANGE   COMMISSION]%)   of  such  Exclusive  Country  Costs  and
      [CONFIDENTIAL INFORMATION HAS BEEN  OMITTED  AND  FURNISHED SEPARATELY TO
      THE   SECURITIES   AND   EXCHANGE   COMMISSION]   percent  ([CONFIDENTIAL
      INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY  TO  THE SECURITIES
      AND  EXCHANGE  COMMISSION]%)  of  Net Sales, all as shown on the  Interim
      Statement. No later than thirty (30)  days following the Conversion Date,
      Pfizer  shall  deliver  to Organon a Conversion  Date  Statement  setting
      forth,  in detail, Exclusive  Country  Costs  for  the  Product  and  all
      Internal Registration Costs incurred by Pfizer in relation to the Country
      in question during the three (3) month period ending on and including the
      Conversion  Date and Pfizer's Net Sales of the Product in the Country for
      the three (3)  month  period ending on the Conversion Date. Organon shall
      pay to Pfizer, within thirty  (30)  days  following  the  receipt  of the
      Conversion  Date  Statement, an amount equal to [CONFIDENTIAL INFORMATION
      HAS BEEN OMITTED AND  FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE
      COMMISSION]  percent ([CONFIDENTIAL  INFORMATION  HAS  BEEN  OMITTED  AND
      FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]%) of such
      Internal Registration  Costs,  [CONFIDENTIAL INFORMATION HAS BEEN OMITTED
      AND  FURNISHED  SEPARATELY TO THE  SECURITIES  AND  EXCHANGE  COMMISSION]
      percent  ([CONFIDENTIAL   INFORMATION  HAS  BEEN  OMITTED  AND  FURNISHED
      SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]%) of such Exclusive
      Country  Costs  and  [CONFIDENTIAL   INFORMATION  HAS  BEEN  OMITTED  AND
      FURNISHED SEPARATELY TO THE SECURITIES  AND  EXCHANGE COMMISSION] percent
      ([CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND  FURNISHED  SEPARATELY TO
      THE SECURITIES AND EXCHANGE


                                       36

<PAGE>


      COMMISSION]%)  of  Net  Sales,  all  as  shown  on  the  Conversion  Date
      Statement.  The license  granted by Organon to Pfizer pursuant to Article
      2.1 will remain  applicable  with  respect to such  Country,  any and all
      ongoing  Development  Costs shall be shared by the Parties in  accordance
      with Article 4.4, and Marketing Costs shall be borne independently by the
      Parties.

            (vi)  In the event that each Party is required  by  Law  to operate
      through  a local distributor in a Co-Promotion Country then such  Country
      shall  remain   a  Co-Promotion  Country;  provided,  however,  that  the
      distributor for the  Product in such Country shall be selected (x) by the
      Party that maintains management  services in such Country through its own
      employees, or (y) if both Parties  maintain  management  services in such
      Country then as mutually agreed to by the Parties.

            (vii) Conversion to Organon Exclusive Country.  If Pfizer  (a) does
      not  file  for  Regulatory  Approval in a Pfizer Exclusive Country within
      [CONFIDENTIAL INFORMATION HAS  BEEN  OMITTED  AND FURNISHED SEPARATELY TO
      THE SECURITIES AND EXCHANGE COMMISSION] after Launch  of  the  Product in
      the  US  Territory  (or,  if Regulatory Approval in such Pfizer Exclusive
      Country  requires  that the Product  receive  Regulatory  Approval  in  a
      particular Country other  than  the  US Territory, such as the Country of
      manufacture of the Product or a Key EU Country, then within [CONFIDENTIAL
      INFORMATION HAS BEEN OMITTED AND FURNISHED  SEPARATELY  TO THE SECURITIES
      AND EXCHANGE COMMISSION] after Launch in such Country), or  (b)  fails to
      Launch  the Product in such Pfizer Exclusive Country within [CONFIDENTIAL
      INFORMATION  HAS  BEEN OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES
      AND EXCHANGE COMMISSION] of receipt of both Regulatory Approval and Price
      Approval in such Country,  then  Organon  may  request,  and Pfizer shall
      agree, to convert such Country into an Organon Exclusive Country.  To the
      extent  that Pfizer has taken steps in such Country to obtain  Regulatory
      Approval,  Pfizer shall in such event, at Organon's sole expense, provide
      transitional  assistance  to  Organon as may be reasonably necessary with
      the Regulatory Authorities in the  relevant Country to facilitate Organon
      to obtain Regulatory Approvals in such Country.

      6.9 Detail Shortfalls

            (i)   In the event that either  Party fails to perform (such Party,
      a "Shortfall Party") at least [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED
      AND  FURNISHED  SEPARATELY  TO  THE SECURITIES AND  EXCHANGE  COMMISSION]
      percent  ([CONFIDENTIAL  INFORMATION   HAS  BEEN  OMITTED  AND  FURNISHED
      SEPARATELY TO THE SECURITIES AND EXCHANGE  COMMISSION]%)  of  its  Detail
      Requirement  in any Year as reported pursuant to Article 8A.6 or verified
      pursuant to Article  8A.7  in  any  of  the  Major  Market Countries, the
      Shortfall  Party  shall pay to the other Party as liquidated  damages  an
      amount equal to the  Detail Cost, multiplied by the applicable factor set
      forth below (the "Shortfall  Factor")  multiplied  by the total number of
      Details in the shortfall (the Detail Cost, multiplied  by  the  number of
      Details in the shortfall, multiplied by the Shortfall Factor, the "Detail
      Shortfall Payment Amount"), on an incremental basis as set forth below:

<TABLE>
<CAPTION>
            Detail Shortfall Level                                              Shortfall
                                                                                Factor
<S>          <C>                                                                <C>
For such    * [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED          [CONFIDENTIAL INFORMATION
portion of  SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]% but <        HAS BEEN OMITTED AND FURNISHED
shortfall   [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED            SEPARATELY TO THE SECURITIES
which is:   SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]               AND EXCHANGE COMMISSION]
            % of Detail Requirement


                                       37

<PAGE>





For such    * [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED          [CONFIDENTIAL INFORMATION
portion of  SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]% but <        HAS BEEN OMITTED AND FURNISHED
shortfall   [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED            SEPARATELY TO THE SECURITIES
which is:   SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]               AND EXCHANGE COMMISSION]
            % of Detail Requirement

For such    * [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED          [CONFIDENTIAL INFORMATION
portion of  SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]% but <        HAS BEEN OMITTED AND FURNISHED
shortfall   [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED            SEPARATELY TO THE SECURITIES
which is:   SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]               AND EXCHANGE COMMISSION]
            % of Detail Requirement

For such    < [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED          [CONFIDENTIAL INFORMATION
portion of  SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]               HAS BEEN OMITTED AND FURNISHED
shortfall   % of Detail Requirement                                             SEPARATELY TO THE SECURITIES
which is:                                                                       AND EXCHANGE COMMISSION]

</TABLE>

For   purposes   of  this  Article  6.9,  "Detail  Cost"  for  the  U.S.  means
$[CONFIDENTIAL INFORMATION  HAS  BEEN  OMITTED  AND FURNISHED SEPARATELY TO THE
SECURITIES AND EXCHANGE COMMISSION], and Detail Cost for the other Major Market
Countries  means  $[CONFIDENTIAL  INFORMATION HAS BEEN  OMITTED  AND  FURNISHED
SEPARATELY TO THE SECURITIES AND EXCHANGE  COMMISSION].   If  a Party wishes to
verify the Details performed by the other Party in any Year, such  Party  shall
give  notice  to  the  other  Party  that  the notifying Party wishes to verify
Details pursuant to Article 8A.7 within forty-five  (45)  days after receipt of
the  other  Party's last Detailing Report set forth in Article  8A.6  for  such
Year.

            (ii)  With respect to any Year in which only one of the Parties was
      a Shortfall  Party,  the  Shortfall  Party  shall, within sixty (60) days
      after the end of such Year (or within thirty  (30)  days after completion
      of  any  verification(s)  of Details pursuant to Article  8A.7  conducted
      pursuant to Article 6.9(i)  for  such  Year, if such verification(s) have
      not been completed within thirty (30) days  after  the end of such Year),
      pay the Detail Shortfall Payment Amount to the other Party.

            (iii) With respect to any Year in which both Parties  are Shortfall
      Parties, the Party having performed the highest percentage of  its Detail
      Requirement in such Year (the "Highest Performing Party") shall be deemed
      not  to  be  a  Shortfall Party and the percentage of such Party's Detail
      Requirement performed  by such Party shall be deemed to equal one hundred
      percent


                                       38

<PAGE>


      (100%) of that Party's  Detail  Requirement  in  such  Year.  The
      other  Party  shall  continue  to  be  required to pay a Detail Shortfall
      Payment  Amount in accordance with Article  6.9(ii);  provided,  however,
      such Detail Shortfall Payment Amount to be paid by such other Party shall
      be reduced  by  (a) multiplying such other Party's Detail Requirement for
      such Year by the  percentage  of  the  Highest  Performing Party's Detail
      Requirement  actually  performed by the Highest Performing  Party  during
      such Year, and (b) recalculating  such  other  Party's  Detail  Shortfall
      Payment Amount using the reduced Detail Requirement for such other  Party
      calculated in accordance with the immediately preceding clause (a).

            (iv)  In  the  event  that  either  Party fails to perform at least
      [CONFIDENTIAL INFORMATION HAS BEEN OMITTED  AND  FURNISHED  SEPARATELY TO
      THE   SECURITIES   AND   EXCHANGE   COMMISSION]   percent  ([CONFIDENTIAL
      INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY  TO  THE SECURITIES
      AND  EXCHANGE  COMMISSION]%)  of  its aggregate Detail Requirement  (such
      Party, the "Detail Breaching Party")  in any Co-Promotion Country for any
      two (2) consecutive Years during the Term  in  such  Country  (a  "Detail
      Shortfall Period"), then:

                  (a) If  Pfizer is  the  Detail Breaching Party, Organon shall
            have the right, in addition to the remedies provided for in Article
            6.9(ii) and 6.9(iii) above, exercisable upon notice to Pfizer given
            within  sixty (60) days after the  end  of  such  Detail  Shortfall
            Period  (or  within  thirty  (30)  days  after  completion  of  any
            verification of Pfizer's Details pursuant to Article 8A.7 conducted
            at Organon's  request  pursuant  to  Article 6.9(i) for such Detail
            Shortfall  Period,  if such verification  has  not  been  completed
            within thirty (30) days  after  the  end  of  such Detail Shortfall
            Period), such notice to be effective sixty (60) days after the date
            of such notice to Pfizer (or thirty (30) days after  completion  of
            any  verification  of  Pfizer's  Details  for such Detail Shortfall
            Period  requested  by  Organon,  if later), to  terminate  Pfizer's
            rights  under  this  Agreement  with respect  to  the  Co-Promotion
            Countries  in  which  such  Detail  Shortfall  has  occurred.   For
            purposes of this Agreement, such termination  shall be treated as a
            termination pursuant to Article 13.3; and

                  (b) If  Organon  is the Detail Breaching Party, Pfizer  shall
            have the right, in addition to the remedies provided for in Article
            6.9(ii) and 6.9(iii) above,  exercisable  upon  notice  to  Organon
            given within sixty (60) days after the end of such Detail Shortfall
            Period  (or  within  thirty  (30)  days  after  completion  of  any
            verification   of   Organon's  Details  pursuant  to  Article  8A.7
            conducted at Pfizer's  request  pursuant to Article 6.9(i) for such
            Detail  Shortfall  Period,  if  such   verification  has  not  been
            completed within thirty (30) days after  the  end  of  such  Detail
            Shortfall  Period),  such  notice  to  be effective sixty (60) days
            after the date of such notice to Organon (or thirty (30) days after
            completion of any verification of Organon's Details for such Detail
            Shortfall Period requested by Pfizer, if later), to convert the Co-
            Promotion Country(ies) in which such Detail  Shortfall has occurred
            from a Co-Promotion Country to a Pfizer Exclusive Country.

            (v)   The  Parties understand and agree that the  Detail  Shortfall
      Payment Amount shall  be  paid as liquidated damages and not as a penalty
      and that such sum represents  a  pre-estimate  of  the  loss  the Parties
      believe would be suffered as a result of Detail shortfalls.  In the event
      of  any Detail shortfall under Article 6.9, the remedies and compensation
      as provided herein shall govern, and neither Party shall have any further
      claim for breach of this Agreement on account of such Detail shortfall.
..
      6.10 Non-Compete

            (i)   Neither  Party  (nor their respective Affiliates) shall, from
      the Effective Date, on a Country-by-Country  basis,  until the earlier of
      (a)  the  [CONFIDENTIAL  INFORMATION  HAS  BEEN  OMITTED  AND   FURNISHED
      SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] anniversary  of the
      first receipt of a Regulatory Approval for the Product in each Country in
      the Territory, and (b) the [CONFIDENTIAL INFORMATION HAS BEEN OMITTED


                                       39

<PAGE>


      AND  FURNISHED  SEPARATELY  TO THE  SECURITIES  AND EXCHANGE  COMMISSION]
      anniversary of the first receipt of a Regulatory Approval for the Product
      in  the US  Territory,  (the  "Noncompete  Term"),  market  or  sell  any
      Competing  Product in such Country  without the prior written  consent of
      the other Party.

            (ii)  Notwithstanding the foregoing, it  is  understood  and agreed
      that  the  non-compete restriction set forth in Article 6.10(i) does  not
      prohibit either  Party  or  their  Affiliates from marketing or selling a
      Competing  Product  (a  "De  minimis  Product")   where  such  Party  has
      (a) acquired  a  business  from  a  Third  Party  as  part  of  a  larger
      transaction where the business has a Competing Product,  or  (b)  entered
      into a merger or other business combination with a Third Party, where the
      Third  Party has a Competing Product, in each of (a) and (b) above,  only
      if the sales  of  the Competing Product represent less than [CONFIDENTIAL
      INFORMATION HAS BEEN  OMITTED  AND FURNISHED SEPARATELY TO THE SECURITIES
      AND EXCHANGE COMMISSION]% of the  aggregate  sales  revenue of the entire
      business that is the subject of such larger transaction  or  of the Third
      Party (based on the most recently-available twelve (12) months  of  sales
      of  such  Third  Party  as  of  the  date  of  the  announcement  of such
      transaction),  and  provided further that sales in such twelve (12) month
      period of the Competing  Product,  as the sales of such Competing Product
      are  reported by IMS, do not exceed USD  $[CONFIDENTIAL  INFORMATION  HAS
      BEEN OMITTED  AND  FURNISHED  SEPARATELY  TO  THE SECURITIES AND EXCHANGE
      COMMISSION].

            (iii) [CONFIDENTIAL  INFORMATION  HAS BEEN  OMITTED  AND  FURNISHED
      SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]

      .
                                   ARTICLE 7

                              REGULATORY MATTERS

      7.1.  Regulatory Matters in Co-Marketing  Countries.   The  Parties shall
cause  the  development  of  the  Product in the Co-Marketing Countries  to  be
conducted in a manner allowing Pfizer  and  Organon  to  each secure Regulatory
Approvals for the Product issued contemporaneously and under the same terms and
conditions,  including  without limitation maintaining bio-equivalence  of  the
Parties' respective Products.

      7.2.  Regulatory Matters in the Co-Promotion Countries.  This Article 7.2
shall apply to regulatory  matters  relating to the Product in the Co-Promotion
Countries.

            (i)   All  NDAs and other  Applications  for  Regulatory  Approvals
      within the Co-Promotion  Countries  relating  to the Product shall be the
      property  of Organon and held in the name of Organon  or  its  designated
      Affiliates.   Organon's  designated  representative  shall  serve  as the
      designated  regulatory official for Product in the Co-Promotion Countries
      for purposes  of  receiving  communications  from Regulatory Authorities.
      Notwithstanding the foregoing, each Party will  have  the exclusive right
      to and will be responsible for interacting with Regulatory Authorities on
      matters concerning each Party's manufacturing site(s) that  are  involved
      in  the manufacture of the Intermediate, Compound or the Product pursuant
      to the  Alliance  Agreements.   In the event that applicable Law requires
      that Organon respond to a Regulatory Authority in the Territory on behalf
      of Pfizer, then Organon may do so  provided,  however,  that  Pfizer  and
      Organon   mutually   agree  on  Organon's  response  to  such  Regulatory
      Authority.

            (ii)  Organon will  provide Pfizer with copies, which copies may be
      in  draft  form, of all substantive  submissions  (subject  to  the  last
      sentence of  this  Article 7.2(ii)) to Regulatory Authorities through the
      CDRC. Organon will provide  Pfizer  with such copies at least twenty (20)
      Business Days prior to planned submission  to the FDA or other Regulatory
      Authority by Organon,


                                       40

<PAGE>


      whereupon  Pfizer  shall  provide  comments  to  Organon  regarding  such
      submission at least ten (10) days prior to such planned submission,  and,
      subject to the  determination of the CDRC,  Organon shall incorporate the
      comments given by Pfizer prior to making such submission. With respect to
      any NDA,  supplemental NDA, or other Application for Regulatory Approval,
      the CDRC (and, with respect to the Chemistry,  Manufacturing and Controls
      ("CMC") section of the NDA, and comparable sections in other Applications
      for  Regulatory  Approval in the Co- Promotion  Countries,  the MSC) will
      agree upon a separate  review  schedule in order to take into account the
      volume and scope of such submissions.

            (iii) Organon  shall  provide  notice  to  Pfizer  within  two  (2)
      Business Days of:  (a) discovery by Organon of any event that triggers an
      FDA (or other Regulatory Authority) filing requirement promptly after the
      discovery of such an event; and (b) any FDA requirements  which  FDA  may
      impose  with  respect  to  the  Regulatory  Approval,  (including without
      limitation,  additional  clinical  studies)  and  of  all FDA  (or  other
      Regulatory  Authority)  inquiries  requiring a response.   Organon  shall
      promptly provide copies of any correspondence,  and copies of all FDA (or
      other Regulatory Authority) contact reports produced by Organon, or other
      submission   relating   to  this  Article  7.2(iii)   to   the   Parties'
      representatives on the regulatory  working  group  of  the CDRC, and such
      representatives  shall  discuss  in  good  faith,  and on a timely  basis
      determine, the most effective and expeditious means of responding to such
      FDA (or other Regulatory Authority) filing requirement.

            (iv)  In  connection with Articles 7.2(i), (ii)  and  (iii)  above,
      Organon shall provide  Pfizer  with  notice of all meetings, conferences,
      and  discussions  (including  without  limitation,   advisory   committee
      meetings  and  any  other  meeting  of  experts  convened by FDA or other
      Regulatory  Authorities  concerning any topic relevant  to  the  Product)
      scheduled with FDA or such  other  Regulatory  Authority  concerning  any
      pending  NDA,  Application  for  Regulatory Approval, or other regulatory
      matters  relating  to the Product within  two  (2)  Business  Days  after
      Organon receives notice of the scheduling of such meeting, conference, or
      discussion.  Pfizer  shall be entitled to have appropriate representation
      present at all such meetings  as  determined  by  the  CDRC.  Organon and
      Pfizer,  through  the CDRC, shall agree in advance on the  scheduling  of
      such meetings and on  the objectives to be accomplished at such meetings,
      conferences,  and  discussions  and  the  agenda  and  strategy  for  the
      meetings, conferences,  and  discussions  with  FDA  or  other Regulatory
      Authority.

      7.3.  Regulatory Matters in the Pfizer Exclusive Countries.  This Article
7.3 shall apply to clinical and regulatory matters relating to Product  in  the
Pfizer Exclusive Countries.

            (i)   After  the Effective Date, Pfizer will assume sole ownership,
      control of and responsibility  for  all  regulatory filings in the Pfizer
      Exclusive  Countries,  and  Organon  shall  cooperate   with   Pfizer  in
      connection  with  such  filings as reasonably requested by Pfizer and  at
      Pfizer's  sole  cost  and expense.   Organon  shall  be  responsible  for
      providing  Pfizer  with  Product  samples  for  use  in  connection  with
      regulatory filings relating  to Product in the Pfizer Exclusive Countries
      at Pfizer's sole cost and expense.

            (ii)  All Regulatory Approvals  in  the  Pfizer Exclusive Countries
      relating to the Product shall be deemed the property  of  Pfizer and held
      in Pfizer's or its Affiliate's name.  Upon termination of Pfizer's rights
      in any Pfizer Exclusive Country prior to the end of the applicable  Term,
      Pfizer  will promptly transfer to Organon or its designee, all Regulatory
      Approvals, Price Approvals and other approvals relating to the Product in
      the applicable  Country  as  may  be required by Organon or such party to
      market the Product in such Country.   The  transfer  fees  and  any  fees
      assessed  by any Governmental Authorities for such transfer will be borne
      by Organon.

            (iii) Pfizer   will   provide   Organon  with  (a)  notice  of  any
      revocations of Product Regulatory Approvals  and  any  Product recalls in
      the Pfizer Exclusive Countries; and


                                       41

<PAGE>


      (b) responses to reasonable inquiries by Organon regarding the regulatory
      approval and  commercialization  processes  for the Product in the Pfizer
      Exclusive Countries.

      7.4.  Inquiries, Adverse Events, etc.

            (i)   Organon and Pfizer shall be responsible for the surveillance,
      receipt, evaluation, and reporting of Product complaints  and  reports of
      adverse  drug  experiences,  for  the Product in, as to Organon, the  Co-
      Promotion Countries and Organon Exclusive  Countries,  and, as to Pfizer,
      in the Pfizer Exclusive Countries, in accordance with Article  7.5 below.
      In  addition,  each  of  Organon and Pfizer will be responsible for  such
      matters with respect to any Regulatory Approvals that they own in any Co-
      Marketing Countries.

            (ii)  Organon  shall  be  responsible  for  promptly  investigating
      Product complaints and  reports  of  adverse  drug  experiences and other
      required  safety  information  (e.g.,  PSURs  and annual safety  reports)
      associated with the use of any Product in the Co-Promotion  Countries and
      Organon  Exclusive  Countries.  As to each Product, Organon shall  submit
      reports of all adverse  drug  experiences  associated with the use of the
      Product  and  other  required safety information  to  the  FDA  or  other
      Regulatory Authority and,  where  appropriate, clinical investigators, in
      accordance with applicable Law.  Organon shall submit a copy of each such
      report to Pfizer contemporaneously  with  its submission of the report to
      FDA  or  the  applicable Regulatory Authority,  or  in  advance  of  such
      submission if,  and  as,  reasonably necessary to permit Pfizer to comply
      with any Law applicable to it, if practicable.

            (iii) Pfizer  shall promptly  investigate  Product  complaints  and
      reports of adverse drug experiences and other required safety information
      (e.g., PSURs and annual  safety  reports)  associated with the use of any
      Product in the Pfizer Exclusive Countries.   As  to  the  Product, Pfizer
      shall submit reports of all adverse drug experiences associated  with the
      use  of  the  Product  and  other  required  safety  information  to  the
      applicable  Governmental  Authorities  and,  where  appropriate, clinical
      investigators  in  the  Pfizer  Exclusive  Countries  in accordance  with
      applicable  Law.   Pfizer  shall  submit  a copy of each such  report  to
      Organon for inclusion in the global database  contemporaneously  with its
      submission  of  the report to the applicable Regulatory Authority in  the
      Pfizer Exclusive  Countries, or in advance of such submission if, and as,
      reasonably necessary  to permit Organon to comply with any Law applicable
      to it, if practicable.

            (iv)  Organon shall  have  the sole responsibility for implementing
      decisions of the CDRC and revising  the  Product  labeling  for  the  Co-
      Promotion  Countries, the Organon Exclusive Countries, and for Regulatory
      Approvals owned  by  Organon  in  Co-Promotion Countries accordingly, and
      Pfizer shall have sole responsibility  for  revising the Product labeling
      for the Pfizer Exclusive Countries and for Regulatory  Approvals owned by
      Pfizer  in  Co-Marketing  Countries,  subject to review by the  CDRC,  as
      needed, to adequately warn of the potential  risks  identified by reports
      of adverse drug experiences associated with the use of  the  Product  and
      from Product complaints.

            (v)   Each  Party  shall  notify  the  other  Party  within two (2)
      Business Days after it receives information about the initiation  of  any
      investigation,  review  or inquiry by FDA or other Governmental Authority
      concerning the distribution,  promotion  or  sale  of  the  Product,  not
      otherwise described above.

      7.5.  Product   Surveillance.    The   Parties   will  cooperate  in  the
collection, review, assessment, tracking and filing of information  related  to
adverse  events  associated  with the Product in accordance with 21 CFR 312.32,
314.80,  or  comparable  Laws  in  other  Countries.   As  soon  as  reasonably
practicable after the Effective Date, and subject to the oversight of the CDRC,
the pharmacovigilance departments  of both Parties shall meet and determine the
approach  to  be taken for the collection,  review,  assessment,  tracking  and
filing of information  related  to  adverse events associated with the Product,
which shall be documented in a separate  drug safety exchange agreement between
the Parties.  In the event of any


                                       42

<PAGE>


conflict  between the terms of Articles 7.4 and 7.5 of this  Agreement  and the
terms of such separate  drug safety  agreement as those terms relate to adverse
events  relating  to the  Product,  the  terms  of such  separate  drug  safety
agreement  shall control.  Until such time as the Parties have agreed upon such
adverse event exchange  procedures,  without  limiting the terms of Article 7.4
above, each Party will notify the other Party of fatal/life-threatening serious
clinical trial adverse event  involving the Product  within 96 hours  following
receipt by the Party.  All other serious  clinical  trial adverse event reports
involving  the Product will be exchanged  within  fifteen (15) calendar days of
receipt by the Party.  Organon shall be  responsible  for  maintaining a global
safety  database  for  the  Product  consistent  with  pharmaceutical  industry
practice and all applicable Laws.

      7.6.  Data Sharing.  Each Party shall provide  to  the  other Party, on a
timely  basis  copies of all pre-clinical and clinical data and all  regulatory
filings,  applications  and  registrations  in  the  Territory  concerning  the
Product.  Such  data, filings and other information received from a Party shall
be treated by the  other  Party  as  Confidential Information of the disclosing
Party.  Each Party agrees to identify non-material, routine, regulatory filings
which such Party will not have to provide, pursuant to this Article 7.6.

      7.7.  Product Recalls. Any decision to initiate a recall or withdrawal of
Product in the Co-Promotion Countries  shall be made by the Steering Committee.
Before the Steering Committee initiates  a  recall  or withdrawal, and upon the
request for a recall or withdrawal by either Party, the  Parties shall promptly
and in good faith discuss the reasons therefor.  Under no  circumstances  shall
either  Party  unreasonably  object  to a recall or withdrawal requested by the
other Party, and neither Party shall have  any  right  to object to a recall or
withdrawal requested by the other Party for failure of a  Product  to  meet the
Specifications, for material safety concerns or for noncompliance with the Act,
and such recall shall be initiated by the Party that requested the recall  (the
"Requesting  Party").  In the event of any recall or withdrawal, the Requesting
Party shall implement  any  necessary  action,  with  assistance from the other
Party as reasonably requested.  In addition, and except as set forth in Article
12, the Parties shall bear equally all costs and expenses of any such recall or
withdrawal, including, without limitation, documented and  direct Out-of-Pocket
Costs incurred in relation thereto, expenses and other costs  or obligations to
Third Parties, the cost and expense of notifying customers and  the  costs  and
expenses  associated  with  shipment  of  the recalled Product and the cost and
expense of destroying the Product removed from the market, if necessary.


                                  ARTICLE 8A

                                    REPORTS



      8A.1  Marketing Cost Reports.  Within  30-days  after  the  end  of  each
Calendar  Quarter or Pfizer Quarter as applicable, each Party shall provide the
other Party  and the GCC with a detailed, activity-based statement of Marketing
Costs on a Country-by-Country basis, if any, incurred by such Party during such
Calendar Quarter  or  Pfizer  Quarter,  as  applicable,  for  each Co-Promotion
Country,  as well as the details of any adjustments to be made to  the  amounts
submitted for  the  previous  Calendar Quarter or Pfizer Quarter, as applicable
(such report the "Quarterly Marketing  Cost  Report" which shall be in a format
to be agreed-upon by the GCC promptly after the Effective Date).

      8A.2  Development Cost Reports. Within 30-days  after  the  end  of  each
Calendar  Quarter or Pfizer Quarter, as applicable, during the Term, each Party
shall provide  the  other  Party  and  the CDRC with a detailed, activity-based
statement of Development Costs on a Country-by-Country  basis, if any, incurred
during  such Calendar Quarter or Pfizer Quarter, as applicable,  for  each  Co-
Promotion  Country, as well as the details of any adjustments to be made to the
amounts submitted  for  the  previous  Calendar


                                       43

<PAGE>


Quarter  or  Pfizer  Quarter,   as  applicable   (such  report  the  "Quarterly
Development  Cost Report" which shall be in a format to be  agreed-upon  by the
CDRC promptly after the Effective Date).

      8A.3  Distribution  Cost  Reports. Within 30-days after the end  of  each
Calendar Quarter during the Term,  Organon shall provide Pfizer with a detailed
statement of Distribution Costs on a Country-by-Country basis, if any, incurred
during such Calendar Quarter for each  Co-Promotion  Country  (such  report the
"Quarterly  Distribution Cost Report" which shall be in a format to be  agreed-
upon by the MSC promptly after the Effective Date).

      8A.4  Net  Sales Reports.  Each Party shall itself report (or shall cause
its Affiliates to report on its behalf) to the other Party or its Affiliates on
a Country-by-Country  basis  with  respect  to  each  Co-Promotion  Country and
Organon  Exclusive  Country  (in  the case of Organon) or each Pfizer Exclusive
Country (in the case of Pfizer) in  the applicable local currency within thirty
(30) days following the end of each Calendar  Quarter  or  Pfizer  Quarter,  as
applicable,  the  Net Sales for each calendar month of such Calendar Quarter or
Pfizer Quarter, as  applicable,  together with information in sufficient detail
(including itemization of the gross  sales and any deductions thereto that each
Party is entitled to take pursuant to Article 1.85) in order to allow the other
Party to calculate Net Sales.

      8A.5  Reconciliation.  Within 45-days  after  the  end  of  each Calendar
Quarter,  Organon  shall submit to Pfizer a written report (the "Reconciliation
Report") setting forth  in  a  format to be agreed-upon by the Parties promptly
after the Effective Date, the calculations  of  any  amounts owed by Organon to
Pfizer  or by Pfizer to Organon, as the case may be, in  order  to  ensure  the
appropriate  sharing  of  Marketing Costs, and Development Costs, in accordance
with this Agreement.

      8A.6  Detail Reports.  Each  of  Organon  and  Pfizer  shall  maintain an
adequate  internal system (and necessary records) for the reporting of  Details
by its Sales  Representatives.  Each Party shall provide to the appropriate CCC
in each Co-Promotion Country a report within forty-five (45) days following the
end of each month  setting  forth  the number of Details (provided that neither
Party shall be required to identify any of its other pharmaceutical products in
such report) made by such Party's Sales  Representatives.   Each Party's report
of  Details shall also include a calculation of such Party's Details  for  such
Year ended for the purposes of reporting compliance with Article 6.9.

      8A.7  Detail  Verification.   As soon as is practical after the Effective
Date, Pfizer and Organon shall meet to discuss their respective current methods
of  accounting  for  Details,  in order to  establish  (in  a  manner  mutually
agreeable to each Party) a mutually  beneficial, objective and efficient method
of recording, maintaining and verifying  the number of Details reported by each
Party.  Both Parties shall keep accurate and  complete  records  of each Detail
carried  out by its Sales Representatives under this Agreement consistent  with
the procedures  described  in  the relevant Country Marketing Plan and mutually
agreed  to by the Parties. If within  one-hundred  and  twenty  (120)  days  of
receipt of  the Detail report set forth in Article 8A.6 delivered following the
end of each respective  Year,  a  Party  wishes to verify whether the number of
Details of the Party providing such report  (the  "Detail Reporting Party") are
consistent with the requirements of this Agreement,  the Detail Reporting Party
shall make its records available for inspection and review  by  an  independent
accountant  that  is  recognized  as  having  expertise  in  the pharmaceutical
industry, selected by the Party wishing to verify the other Party's  number  of
Details  (as to which firm the other Party has no reasonable objection) for the
purpose of  so  verifying  the  number of Details performed by such Party.  All
costs and expenses incurred in connection  with  any such verification shall be
paid  by  the  Party requesting such verification, provided,  that  the  Detail
Reporting Party  shall  pay


                                       44

<PAGE>


such costs and expenses if the number of Details  determined by the independent
accountant  is at least ten  percent  (10%)  lower  than the  number of Details
reported by the Detail  Reporting  Party under Article 8A.6 for such Year. Such
independent  accountant shall not reveal to the Party seeking  verification the
details  of its  review,  except  for such  information  as is  required  to be
disclosed under this Agreement or to determine  compliance with this Agreement.
Such  independent  accountant  must  agree  to be  subject  to  confidentiality
obligations  consistent  with the  provisions  of Article  14. The  independent
accountant  shall  deliver its report to each Party within  thirty (30) days of
receipt of all relevant  materials from the Detail  Reporting Party. The report
of the independent  accountant shall be final and binding. If upon verification
by the  independent  accountant,  it is determined at the end of the applicable
Year that the Detail  Reporting  Party is a Shortfall  Party then within thirty
(30) days of receipt of such  audit  report,  the  Shortfall  Party  shall make
payment to the other Party of all amounts due under Article 6.9.


                                   ARTICLE 8

                                  MILESTONES

      8.1  Initial  Fee.  Pfizer  shall pay to Organon  an  initial  fee of one
hundred million US Dollars (USD $100,000,000)  ("Initial Fee"),  payable within
ten (10) days after the  Effective  Date.  Also  within ten (10) days after the
Effective Date, Pfizer will pay to Organon interest on the Initial Fee from the
date that is five (5) Business Days after signing of this Agreement to the date
of payment,  at the ninety (90) day U.S.  dollar LIBOR rate as published in The
Financial  Times  effective  for the date that is five (5) Business  Days after
signing of this Agreement, and computed on an actual/360 day basis.

      8.2 Event Milestone Payments. Subject to the terms and conditions of this
Agreement,  Pfizer  shall pay  Organon a  milestone  payment  (each,  an "Event
Milestone Payment") in respect of each of the following events (each, an "Event
Milestone") in the particular amounts specified below no later than thirty (30)
days after the occurrence of the corresponding Event Milestone:

            (i)  [CONFIDENTIAL  INFORMATION  HAS  BEEN  OMITTED  AND  FURNISHED
      SEPARATELY TO THE  SECURITIES  AND EXCHANGE  COMMISSION]  US Dollars (USD
      [CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO
      THE SECURITIES AND EXCHANGE  COMMISSION]) upon acceptance of filing of an
      NDA with the FDA for the Product for schizophrenia;

            (ii)  [CONFIDENTIAL  INFORMATION  HAS BEEN  OMITTED  AND  FURNISHED
      SEPARATELY TO THE  SECURITIES  AND EXCHANGE  COMMISSION]  US Dollars (USD
      [CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO
      THE SECURITIES AND EXCHANGE  COMMISSION]) upon acceptance of filing of an
      NDA with the FDA for the Product for bipolar disorder;

            (iii)  [CONFIDENTIAL  INFORMATION  HAS BEEN  OMITTED AND  FURNISHED
      SEPARATELY TO THE  SECURITIES  AND EXCHANGE  COMMISSION]  US Dollars (USD
      [CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO
      THE  SECURITIES  AND EXCHANGE  COMMISSION])  upon  receipt of  Regulatory
      Approval from the FDA for the Product for schizophrenia;

            (iv)  [CONFIDENTIAL  INFORMATION  HAS BEEN  OMITTED  AND  FURNISHED
      SEPARATELY TO THE  SECURITIES  AND EXCHANGE  COMMISSION]  US Dollars (USD
      [CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO
      THE  SECURITIES  AND EXCHANGE  COMMISSION])  upon  receipt of  Regulatory
      Approval from the FDA for the Product for bipolar disorder;


                                       45

<PAGE>


            (v)  [CONFIDENTIAL  INFORMATION  HAS  BEEN  OMITTED  AND  FURNISHED
      SEPARATELY TO THE  SECURITIES  AND EXCHANGE  COMMISSION]  US Dollars (USD
      [CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO
      THE SECURITIES AND EXCHANGE  COMMISSION]) upon acceptance of filing of an
      Application  for  Regulatory  Approval  in the  first Key EU  Country  or
      application  validation of an Application  for Regulatory  Approval filed
      centrally with EMEA, in either case for the Product for schizophrenia;

            (vi)  [CONFIDENTIAL  INFORMATION  HAS BEEN  OMITTED  AND  FURNISHED
      SEPARATELY TO THE  SECURITIES  AND EXCHANGE  COMMISSION]  US Dollars (USD
      [CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO
      THE SECURITIES AND EXCHANGE  COMMISSION]) upon acceptance of filing of an
      Application  for  Regulatory  Approval  in the  first Key EU  Country  or
      application  validation of an Application  for Regulatory  Approval filed
      centrally with EMEA, in either case for the Product for bipolar disorder;

            (vii)  [CONFIDENTIAL  INFORMATION  HAS BEEN  OMITTED AND  FURNISHED
      SEPARATELY  TO THE  SECURITIES  AND EXCHANGE  COMMISSION]  US Dollar (USD
      [CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO
      THE SECURITIES AND EXCHANGE  COMMISSION])  upon the Launch of the Product
      for schizophrenia in the first Key EU Country;

            (viii)[CONFIDENTIAL  INFORMATION  HAS BEEN  OMITTED  AND  FURNISHED
      SEPARATELY TO THE  SECURITIES  AND EXCHANGE  COMMISSION]  US Dollars (USD
      [CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO
      THE SECURITIES AND EXCHANGE  COMMISSION])  upon the Launch of the Product
      for bipolar disorder in the first Key EU Country; and

            (ix)  [CONFIDENTIAL  INFORMATION  HAS BEEN  OMITTED  AND  FURNISHED
      SEPARATELY TO THE  SECURITIES  AND EXCHANGE  COMMISSION]  US Dollars (USD
      [CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO
      THE SECURITIES AND EXCHANGE  COMMISSION])  upon Launch of the Product for
      schizophrenia in Japan.

      8.3   Performance Milestones.

            (i) Subject to the terms and conditions of this  Agreement,  Pfizer
      shall  pay to  Organon  the  following  payments  (each,  a  "Performance
      Milestone  Payment") in respect of each of the following milestone events
      (each, a "Performance Milestone"):


<TABLE>
<CAPTION>
                               Milestone Event                                     Payment Amount
<S>                                                                                <C>
(a)   In the event Net Sales in the Territory equal or exceed $[CONFIDENTIAL       $[CONFIDENTIAL INFORMATION
      INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES      HAS BEEN OMITTED AND
      AND EXCHANGE COMMISSION] in any Year.                                        FURNISHED SEPARATELY TO THE
                                                                                   SECURITIES AND EXCHANGE
                                                                                   COMMISSION]


                                       46

<PAGE>




(b)   In the event Net Sales in the Territory equal or exceed $[CONFIDENTIAL       $[CONFIDENTIAL INFORMATION
      INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES      HAS BEEN OMITTED AND
      AND EXCHANGE COMMISSION] in any Year.                                        FURNISHED SEPARATELY TO THE
                                                                                   SECURITIES AND EXCHANGE
                                                                                   COMMISSION]
</TABLE>

      The  Parties  understand  and agree that  each  of  the  Event  Milestone
      Payments  referenced under Article  8.2,  and  each  of  the  Performance
      Milestone Payments  referenced  in  this  Article 8.3(i) shall be payable
      only once, upon the first occurrence of the applicable Event Milestone or
      Performance Milestone, and are subject to the  terms  and  conditions set
      forth in Article 8.2 and Article 8.3(ii), as applicable.

            (i)  Performance  Milestone  Payments shall be due and owing, on or
      before the date sixty (60) days after the end of the applicable Year.

      8.4 Fee  Conditions.  Each  and  every  payment made under this Article 8
shall be independent, cumulative, non-refundable,  and  shall not be considered
an advance or credit on any royalties or other obligation received or owed.  In
addition,  except  as  provided under this Agreement, neither  Party  shall  be
entitled to reimbursement of any of its Development Costs or Marketing Costs.

      8.5 Notice of Termination.

            (i)   In the event that a Party has given the other Party notice of
      termination of this Agreement in its entirety, no further Event Milestone
      Payments or Performance  Milestone  Payments shall become due during such
      notice period, and Net Sales of the Product  during  such  notice  period
      shall  not be counted in determining whether a Performance Milestone  has
      been attained.

            (ii)  In the event that a Party has given the other Party notice of
      termination  of this Agreement with respect to a Country or Countries, no
      further Event  Milestone Payments pertaining to such Country or Countries
      shall become due,  and  Net  Sales  of  the  Product  in  such Country or
      Countries  during such notice period shall not be counted in  determining
      whether a Performance Milestone has been attained.


                                       47

<PAGE>


                                   ARTICLE 9

                         REVENUE SHARING AND ROYALTIES

      9.1 Organon Co-Promotion  Payments to Pfizer. During the Term and subject
to the terms and conditions hereof,  Organon  shall  pay to Pfizer for each Co-
Promotion  Country, [CONFIDENTIAL INFORMATION HAS BEEN  OMITTED  AND  FURNISHED
SEPARATELY TO  THE  SECURITIES  AND EXCHANGE COMMISSION] percent ([CONFIDENTIAL
INFORMATION HAS BEEN OMITTED AND  FURNISHED  SEPARATELY  TO  THE SECURITIES AND
EXCHANGE COMMISSION]%) of Net Sales of the Product in such Co-Promotion Country
(the  "Co-Promotion Payment").  Payments by Organon to Pfizer of  such  amounts
shall be made in accordance with the procedures set forth below in this Article
9.

      9.2 Pfizer  Royalties  to  Organon.  Subject  to Articles 9.2(i) and (ii)
below, and provided that Organon is not in Material Default  of its obligations
under  this  Agreement, Pfizer shall pay to Organon a royalty of  [CONFIDENTIAL
INFORMATION HAS  BEEN  OMITTED  AND  FURNISHED SEPARATELY TO THE SECURITIES AND
EXCHANGE COMMISSION] percent ([CONFIDENTIAL  INFORMATION  HAS  BEEN OMITTED AND
FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]%)  of  such Net
Sales in each Pfizer Exclusive Country.

            (i)   Royalty Adjustments for Generic Products. If, during a  given
      Pfizer  Quarter,  there  is  Generic  Competition in any Pfizer Exclusive
      Country in the Territory, then, for each  such  Country in which there is
      Generic Competition, the royalties payable to Organon  for  the Net Sales
      of the Product in such Country during such Pfizer Quarter will be reduced
      by one percent for each percentage of market share (as measured  by  unit
      sales)  of  Generic  Products  for  such Pfizer Quarter, in such Country,
      subject to a maximum royalty reduction  of  [CONFIDENTIAL INFORMATION HAS
      BEEN  OMITTED  AND FURNISHED SEPARATELY TO THE  SECURITIES  AND  EXCHANGE
      COMMISSION] percent  ([CONFIDENTIAL  INFORMATION  HAS  BEEN  OMITTED  AND
      FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]%).

            (ii)  Revenue Share Term.  Royalty payments under Article 9.2 shall
      continue  on a Country-by-Country basis for the applicable Term; provided
      that during  portions  of  any  Term  in which no Valid Claim exists with
      respect to a Product in a Pfizer Exclusive Country, the royalty set forth
      in Article 9.2 (as it may be reduced pursuant  to  subsection  (i) above)
      shall  be  reduced  by  [CONFIDENTIAL  INFORMATION  HAS  BEEN OMITTED AND
      FURNISHED  SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]  percent
      ([CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND FURNISHED SEPARATELY TO
      THE SECURITIES AND EXCHANGE COMMISSION]%).

            (iii) Limitation    on   Royalty    Adjustment.     Notwithstanding
      subsections (i) and (ii) above,  in  no  event  shall the royalty payable
      pursuant to this Article 9.2 be less than [CONFIDENTIAL  INFORMATION  HAS
      BEEN  OMITTED  AND  FURNISHED  SEPARATELY  TO THE SECURITIES AND EXCHANGE
      COMMISSION]  percent  ([CONFIDENTIAL INFORMATION  HAS  BEEN  OMITTED  AND
      FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]%).

      9.2A  Organon Royalties  to  Pfizer. Subject to Articles 9.2A(i) and (ii)
below, and provided that Pfizer is not  in  Material Default of its obligations
under this Agreement, Organon shall pay to Pfizer  a  royalty  of [CONFIDENTIAL
INFORMATION  HAS  BEEN  OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES  AND
EXCHANGE COMMISSION] percent  ([CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND
FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]%)  of  such Net
Sales in each Organon Exclusive Country.


                                       48

<PAGE>


            (i)   Royalty Adjustments for Generic Products. If, during a  given
      Calendar  Quarter,  there is Generic Competition in any Organon Exclusive
      Country in the Territory,  then,  for each such Country in which there is
      Generic Competition, the royalties payable to Pfizer for the Net Sales of
      the Product in such Country during  such Calendar Quarter will be reduced
      by one percent for each percentage of  market  share (as measured by unit
      sales) of Generic Products for such Calendar Quarter,  in  such  Country,
      subject  to a maximum royalty reduction of [CONFIDENTIAL INFORMATION  HAS
      BEEN OMITTED  AND  FURNISHED  SEPARATELY  TO  THE SECURITIES AND EXCHANGE
      COMMISSION]  percent  ([CONFIDENTIAL INFORMATION  HAS  BEEN  OMITTED  AND
      FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]%).

            (ii)  Revenue Share  Term.   Royalty  payments  under  Article 9.2A
      shall  continue  on  a Country-by-Country basis for the applicable  Term,
      subject to subsection  (iii)  below; provided that during portions of any
      Term in which no Valid Claim exists  with  respect  to  a  Product  in an
      Organon  Exclusive Country, the royalty set forth in Article 9.2A (as  it
      may be reduced  pursuant  to  subsection  (i)  above) shall be reduced by
      [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED  SEPARATELY  TO
      THE   SECURITIES  AND   EXCHANGE   COMMISSION]   percent   ([CONFIDENTIAL
      INFORMATION  HAS  BEEN OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES
      AND EXCHANGE COMMISSION]%).

            (iii) Limitation    on    Royalty    Adjustment.    Notwithstanding
      subsections (i) and (ii) above, in no event  shall  the  royalty  payable
      pursuant to this Article 9.2A be less than [CONFIDENTIAL INFORMATION  HAS
      BEEN  OMITTED  AND  FURNISHED  SEPARATELY  TO THE SECURITIES AND EXCHANGE
      COMMISSION]  percent  ([CONFIDENTIAL INFORMATION  HAS  BEEN  OMITTED  AND
      FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]%).

            (iv)  Limitation  on  Royalties  in  Organon  Exclusive  Countries.
      Pfizer's  right  to  receive  royalty  payments  under Article 9.2A in  a
      particular  Country  above  shall  terminate when the  aggregate  of  all
      royalty payments made by Organon to  Pfizer pursuant to this Article 9.2A
      equals the Exclusive Country Costs accrued  or  paid  by  Pfizer for such
      Country together with interest which shall accrue thereon at  the rate of
      [CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND FURNISHED SEPARATELY  TO
      THE   SECURITIES   AND   EXCHANGE  COMMISSION]   percent   ([CONFIDENTIAL
      INFORMATION HAS BEEN OMITTED  AND  FURNISHED SEPARATELY TO THE SECURITIES
      AND EXCHANGE COMMISSION]%) per annum, compounded quarterly, from the date
      such costs were incurred until the effective  date  of  the conversion of
      such Country to an Organon Exclusive Country.

      9.3 Payments.

            (i)   Organon  shall  make  payments  arising under Article 9.1  to
      Pfizer in the currency or currencies as the Parties  mutually agree (and,
      if the Parties are unable to agree, in the applicable local currency) for
      each  Co-Promotion Country for each Calendar Quarter, within  sixty  (60)
      days following  the end of the applicable Calendar Quarter, in accordance
      with the terms of Article 9.5.

            (ii)  Pfizer   shall   make   payments  to  Organon  arising  under
      Article 9.2 for each Pfizer Quarter for  each Pfizer Exclusive Country in
      Euros sixty (60) days following the end of the applicable Pfizer Quarter,
      and Organon shall make payments to Pfizer  arising under Article 9.2A for
      each Calendar Quarter for each Organon Exclusive  Country  in  US dollars
      sixty (60) days following the end of the applicable Calendar Quarter.


                                       49

<PAGE>


            (iii) Any Development Costs payment due from one Party to the other
      Party pursuant to the Reconciliation Report shall be paid in U.S  dollars
      within  sixty  (60)  days  following  the  end of the applicable Calendar
      Quarter.

            (iv)  Any  Distribution Cost payment due  from  Pfizer  to  Organon
      pursuant to the Quarterly  Distribution  Cost Report shall be paid in U.S
      dollars  within  sixty  (60) days following the  end  of  the  applicable
      Calendar Quarter.

            (v)   Subject to the last sentence of this Article 9.3(v) Marketing
      Costs due from one Party  (or its local Affiliate) to the other Party (or
      its local Affiliate) pursuant  to the Reconciliation Report shall be paid
      at  a  local level in the Country  in  which  the  Marketing  Costs  were
      incurred, in the applicable functional currency of the local Affiliate of
      the Party required to make such payment, within sixty (60) days following
      the end  of  the applicable Calendar Quarter.  Global Marketing Costs due
      from one Party  to  the  other  Party shall be paid from one Party to the
      other Party in U.S. dollars within  sixty  (60) days following the end of
      the applicable Calendar Quarter.


      9.4 Currency Conversion.

            (i)   Royalties.  For the purposes of  determining  the  amount  of
      royalties due to Organon or to Pfizer pursuant to Article 9.3(ii) for the
      relevant Pfizer Quarter or Calendar Quarter, as applicable, the amount of
      Net  Sales  in  any  foreign currency shall be computed by (a) converting
      such amount for the relevant  Pfizer  Quarter  or  Calendar  Quarter,  as
      applicable,  into Euros or US Dollars, as applicable, at the spot rate of
      exchange for purchasing  Euros  or  US  Dollars,  with  such  currency as
      published in the Financial Times five (5) Business Days before  the  date
      payment is made.

            (ii)  Performance  Milestones.   For  the  purposes  of determining
      whether the applicable Performance Milestones have been met,  the  amount
      of Net Sales in any foreign currency will be computed by converting  such
      amount  for  the  relevant Year into U.S. dollars at the Average Exchange
      Rate for the Year.   The  "Average Exchange Rate for the Year" means, for
      each Country in each Year,  the  weighted  average calculated by dividing
      (a) the sum of the amounts calculated for each  month of that Year as the
      product of 1) the average of the spot U.S. dollar exchange rates for such
      Country's  local currency in effect each day of such  calendar  month  as
      published by  the  Board  of  Governors  of the Federal Reserve System in
      Statistical Release G.5  (http://www.federalreserve.gov/releases/g5/) and
      2) Net Sales of the Product in local currency  in  such  month by (b) Net
      Sales of the Product in local currency in such Year.

            (iii) Co-Promotion  Payments.   For the purpose of determining  the
      amount of any Co-Promotion payment due  from Organon to Pfizer that is to
      be paid, by mutual agreement of the Parties,  in some currency other than
      the local currency of the applicable Co-Promotion  Country, the amount of
      the  Co-Promotion  Payment due shall first be computed  in  the  relevant
      local currency and shall  then  be converted into the currency of payment
      at the spot rate of exchange for  purchasing  such  payment currency with
      such local currency as published in the Financial Times five (5) Business
      Days before the date payment is made.

            (iv)  Development Costs.  For the purpose of determining the amount
      of  Development  Costs  to  be  shared by the Parties, Development  Costs
      incurred in any currency other than  U.S. dollars shall be converted into
      U.S. dollars at the spot rate of exchange  for  purchasing  U.S.  dollars
      with  such  currency as published in the Financial Times two (2) Business
      Days before the applicable Reconciliation Report is issued


                                       50

<PAGE>


      9.5 Method of  Payments.  All payments under this Agreement shall be made
on or before the due date by electronic transfer in immediately available funds
to the respective account designated  in writing by each Party at least two (2)
Business  Days  before  the  payment is due.   Pfizer  shall  notify  Organon's
Treasurer, or such other Organon  representative  as  Organon's Treasurer shall
designate in writing, by facsimile transmission as to the  date  and  amount of
any payment that Pfizer shall make at least two (2) Business Days prior to such
transfer.  Organon  shall  notify  Pfizer's  Treasurer,  or  such  other Pfizer
representative  as Pfizer's Treasurer shall designate in writing, by  facsimile
transmission as to  the  date and amount of any payment that Organon shall make
at least two (2) Business Days prior to such transfer.  All payments under this
Agreement shall bear interest  from  the date due until paid at a rate equal to
the prime rate of the Bank of America as announced on the date such payment was
due plus three percent (3%).  In addition,  the  Party  liable for late payment
shall  reimburse  the  other  Party  for  all  reasonable costs  and  expenses,
including without limitation reasonable attorneys'  fees  and  legal  expenses,
incurred in the collection of late payments.

      9.6 Records.   Each  of Pfizer and Organon (the "Payor") shall, and  shall
cause its Affiliates and sublicensees  to,  keep  full  and  accurate books and
records setting forth Development Costs, Cost of Goods, Marketing  Costs, gross
sales,  Net  Sales,  and  any amounts payable to the other Party (the "Payee").
The  Payor  shall  permit the  Payee,  at  the  Payee's  sole  expense,  by  an
internationally recognized  independent accountant selected by the Payee (as to
which the Payor has no reasonable objection), to examine such books and records
upon at least thirty (30) days'  advance  written notice during normal business
hours  and  in a manner that does not materially  interfere  with  the  Payor's
business, but  not  later  than  three (3) years following the rendering of any
such reports, accountings and payments.   The  foregoing right of review may be
exercised  only  once with respect to each such periodic  report  and  payment.
Such independent accountant  may  be  required  by  the  Payor  to enter into a
reasonably  acceptable  confidentiality agreement, and in no event  shall  such
independent accountant reveal  to  the  Payee  the details of its review except
insofar as is necessary to verify the accuracy of  reports and payments made or
due hereunder.  The results of any such audit shall  be delivered in writing to
each Party.  Any underpayment determined by such audit  shall  promptly be paid
or  refunded by the Payor.  If the Payor has underpaid amounts due  under  this
Agreement  by  more than five percent (5%) over any reporting period, the Payor
shall also reimburse the Payee for the cost of such audit (with the cost of the
audit to be paid  by  the  Payee  in  all  other  cases),  plus interest at the
interest rate set forth in Article 9.5, from the date of any such underpayment.

      9.7 Withholding Tax.

            (i)   Any taxes required to be paid or withheld  by either Party or
      its  Affiliates  for  the  account of the other Party on amounts  payable
      under this Agreement shall be  deducted  from  the amounts payable at the
      rates specified by applicable Law.  In addition,  the  paying Party shall
      provide  promptly  to  the  other  Party receipts from the government  or
      taxing authority-evidencing payment of such taxes.

            (ii)  Each Party shall be indemnified  against and held harmless by
      the  other  Party  (or its assignee) from any incremental  tax  liability
      (including but not limited  to  VAT or withholding taxes) imposed on such
      Party as the result of an assignment  by the other Party of its rights or
      obligations under this Agreement pursuant  to Article 16.5.  In the event
      of any such assignment, (a) the assignee shall  gross  up any payments it
      makes  to  the extent necessary so that the net payment received  by  the
      non-assigning  Party  after any such incremental tax liability equals the
      amount the non-assigning  Party would have received if no assignments had
      made by the other Party or  its  Affiliates  under  this  Agreement;  and
      (b) for  the  avoidance  of  doubt,  the non-assigning Party shall not be
      required to pay any gross up or other  amounts  to the assigning Party on
      account  of any taxes (including but not limited to  VAT  or  withholding
      taxes) that  would  not  have  been  imposed but for such assignment. The
      Parties further agree that if the non-assigning  Party


                                       51

<PAGE>


      uses a tax  credit to reduce  its  taxes  within  five (5) years and as a
      result of any  incremental  tax liability  related to such assignment and
      paid by the  assigning  party  pursuant to the  preceding  sentence,  the
      non-assigning  Party shall  reimburse the  assigning  Party the amount of
      such realized tax credit.

            (iii) For the avoidance of doubt,  the Initial Fee, Event Milestone
      Payments and Performance Milestones Payments  made  by  Pfizer to Organon
      under this Agreement shall be exclusive of VAT.  The Parties  agree  that
      at  the date of this Agreement all payments due hereunder are outside the
      scope  of VAT.  Organon agrees to inform Pfizer if Organon concludes that
      there is  a change in VAT law or practice that requires it to account for
      VAT on any  payments due pursuant to this Agreement at any time after the
      execution date.   In the event of any such change in VAT law or practice,
      Organon shall pay VAT  on behalf of Pfizer and Pfizer shall prior thereto
      assign to Organon Pfizer's  refund  claim  in respect thereof, and Pfizer
      shall co-operate with Organon in securing a refund to Organon of the full
      amount of such VAT payment.

      9.8 Third Party License Fees. Organon shall  be responsible for all Third
Party  License  Fees  relating  to  (i)  the  Current  Product   and  (ii)  the
manufacturing process identified in Schedule 9.8, provided however  that  Third
Party  License  Fees  payable to [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] as set forth on
Schedule  1.133 hereto shall  be  shared  [CONFIDENTIAL  INFORMATION  HAS  BEEN
OMITTED AND  FURNISHED  SEPARATELY  TO  THE SECURITIES AND EXCHANGE COMMISSION]
percent ([CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO
THE  SECURITIES  AND  EXCHANGE  COMMISSION]%)   by   Pfizer  and  [CONFIDENTIAL
INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY  TO  THE  SECURITIES  AND
EXCHANGE  COMMISSION]  percent  ([CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
FURNISHED SEPARATELY TO THE SECURITIES  AND  EXCHANGE COMMISSION]%) by Organon.
Unless otherwise agreed, the Parties shall share  [CONFIDENTIAL INFORMATION HAS
BEEN  OMITTED  AND  FURNISHED  SEPARATELY  TO  THE  SECURITIES   AND   EXCHANGE
COMMISSION]  percent  ([CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED
SEPARATELY  TO  THE  SECURITIES   AND  EXCHANGE  COMMISSION]%)  by  Pfizer  and
[CONFIDENTIAL INFORMATION HAS BEEN  OMITTED  AND  FURNISHED  SEPARATELY  TO THE
SECURITIES AND EXCHANGE COMMISSION] percent ([CONFIDENTIAL INFORMATION HAS BEEN
OMITTED  AND  FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]%)
by Organon all  other  Third  Party  License  Fees relating to (x) all Products
other than the Current Product, and (y) the Current  Product  as  a result of a
change to the manufacturing process identified in Schedule 9.8. With respect to
Pfizer's  responsibility  for  [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED  AND
FURNISHED  SEPARATELY  TO  THE  SECURITIES  AND  EXCHANGE  COMMISSION]  percent
([CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED  SEPARATELY  TO  THE
SECURITIES AND EXCHANGE  COMMISSION]%)  of  the royalties payable by Organon to
[CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND  FURNISHED  SEPARATELY  TO  THE
SECURITIES AND EXCHANGE  COMMISSION],  Organon  shall  send  Pfizer  a Calendar
Quarterly invoice that shall be based on Organon's Calendar Quarterly report of
Net  Sales  pursuant  to  Article  8A.4  and shall reflect the amounts due from
Pfizer under this Article 9.8.  Pfizer shall,  within  fifteen  (15) days after
its  receipt  of  such  invoice,  make payment under such invoice by electronic
transfer in immediately available funds to the account designated in writing by
Organon, which designation shall take  place  at  least  two  (2) Business Days
before the payment is due.

      9.9 Adjustment of Commercial Terms. It is agreed by the Parties  that the
Parties'  Co-Promotion  of  a  Combination  Product may require a change to the
applicable financial terms of this Agreement with respect to the sharing of Net
Sales  of such Combination Product Accordingly,  upon  the  request  of  either
Party, the Parties shall undertake good faith negotiations to reasonably adjust
the same in accordance with the principles set forth in this Agreement.


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<PAGE>


                                  ARTICLE 10


                                DECISION MAKING

      10.1 Committees/subcommittees. In order to fulfill the objectives of this
Agreement, the Parties agree to establish a Steering Committee, Joint Operating
Committee  ("JOC"),  a Clinical Development/Regulatory  Committee  ("CDRC"),  a
Global  Commercialization   Committee  ("GCC"),   a  Manufacturing  and  Supply
Committee  ("MSC"),  Country  Commercialization   Committees,  and  such  other
committees and subcommittees as may be established by mutual consent of Organon
and Pfizer.  Each committee and subcommittee shall  have  two  co-chairpersons,
one designated by each of Organon and Pfizer.  All decisions of  the committees
and  subcommittees  shall be by a vote of the chairpersons, each co-chairperson
having one vote, and  unless otherwise stated herein, all decisions shall be by
unanimous consent of the co-chairpersons.

      10.2 Meetings. The chairperson(s)  of  the Steering Committee, JOC, CDRC,
GCC,  MSC,  or  any  other committee or subcommittee  established  pursuant  to
Article 10, shall call  meetings  when  deemed  by  the  co-chairpersons  to be
appropriate,  but  not  less  often  than  Calendar  Quarterly (except that the
Steering Committee shall meet not less often than semi-annually).  The meetings
may be held in person, by telephone, or by video conference  call.   Each Party
shall  use all reasonable efforts to cause their members on each committee  and
subcommittee to attend any meeting called by the chairpersons of that committee
or subcommittee.   Subject  to the foregoing, a quorum will consist of at least
two (2) members appointed by  each Party.  The location of the meetings of each
committee or subcommittee shall  alternate  between  sites selected by each co-
chairperson. The hosting Party of committee or subcommittee meetings shall keep
accurate minutes of its meetings, including all actions  recommended  or taken.
The  Parties  shall  bear  their respective expenses in attending committee  or
subcommittee  meetings.  In  addition   to  formal  committee  or  subcommittee
meetings, the members of each committee or subcommittee shall communicate on an
as needed basis, as they may determine including  telephone  conference  calls.
Additional participants may be invited by any representative to attend meetings
where   appropriate   (e.g.,  personnel  from  regulatory  affairs  or  outside
consultants).  Such additional  participants  shall  not  be deemed to have, or
have  any  rights  or  responsibilities  of,  a  member  of  such committee  or
subcommittee.  The Parties shall cause their respective representatives  on the
committees  to  use  diligent  efforts,  acting  in  good faith, to resolve all
matters presented to them as expeditiously as possible.

      10.3 Clinical Development/Regulatory Committee. The CDRC shall consist of
research and development, commercial, regulatory and marketing/medical managers
(as needed) from each of Organon and Pfizer, each of which  will confirm to the
other its designees.

            (i)   The  CDRC  will  be  responsible for, among other  activities
      relating  to  the  Development  of  the  Product,  the  following,  which
      activities shall, in the first instance,  before  reference to the entire
      CDRC, be performed by a clinical development working group:

                  (a) Creating the Development Plan and sending the Development
            Plan to the JOC for review;

                  (b) Implementing the Development Plan including allocation of
            responsibilities between the Parties;

                  (c) Proposing  clinical  trials  (including,  in coordination
            with the GCC, Phase  IIIb/Phase IV Product  Studies to be conducted
            for the Initial Indications and any New Indications);


                                       53

<PAGE>


                  (d)  Overseeing  and monitoring the progress of, the clinical
            issues  relating  to  Product  Studies  and Phase  IIIb/IV  Product
            Studies,  including  specifying  timelines and priorities and which
            Party,  or whether a Third  Party,  is to be  responsible  for such
            activity, and, with respect to Product Studies, reviewing costs and
            activities against the Development Plan; provided, however, that as
            between  the  Parties,  only  Pfizer  is  expected  to engage in or
            contract for such  activities  absent  subsequent  agreement of the
            Parties to the contrary;

                  (e) Assessing the therapeutic relevance of clinical trials;

                  (f) Providing updates on its activities to the JOC;

                  (g) Recommending,   in   conjunction   with  the   GCC,  New
            Indications  and new  formulations or dosage forms for the Product;
            and

                  (h) Such  other  matters  as the  Parties  may  assign to the
            clinical development working group of the CDRC from time to time.

            (ii)  The CDRC will also be responsible for, among other activities
      relating to regulatory activities concerning  the Product, the following,
      which activities shall, in the first instance,  before  reference  to the
      entire CDRC, be performed by a regulatory working group:

                  (a)  Conducting  the  necessary   activities  to  obtain  and
            maintain Regulatory Approvals in the Co-Promotion  Countries at the
            earliest practicable date;

                  (b) Overseeing,  monitoring and  coordinating  all regulatory
            issues with the relevant Regulatory Authorities, including, but not
            limited  to,   communications,   filings,   submissions,   labeling
            (including   development  of  such  label),  and  other  regulatory
            actions;

                  (c)  Facilitating  the exchange  and use of relevant  data to
            prepare and file applications for Regulatory Approvals;

                  (d)  Providing  recommendations  for the filing of any NDA or
            other Application for Regulatory Approval for the Product;

                  (e) Coordinating preparation for and attendance at Regulatory
            Authority meetings;

                  (f)   Coordinating    responses   to   Regulatory   Authority
            requirements and inquiries;

                  (g) Recommending a regulatory strategy and plan for obtaining
            Regulatory Approvals for the Products in the Territory;

                  (h)  Facilitating  the exchange of information in conjunction
            with Articles 7.4 and 7.5 of this Agreement in order to ensure that
            significant  issues concerning adverse event information and safety
            issues are addressed  consistently among Regulatory  Authorities in
            the Territory;

                  (i) Providing updates on its activities to the JOC; and

                  (j) Such  other  matters  as the  Parties  may  assign to the
            regulatory working group of the CDRC from time to time.


                                       54

<PAGE>


            (iii) Neither Party shall make any change to any annual Development
      Plan  without  the prior approval of the CDRC, and all Development  Plans
      and Development Costs provided therein shall be consistent with the terms
      of this Agreement.

            (iv)  If the CDRC is unable to reach a decision on any issue within
      ten (10) Business  Days  after  presentation, Pfizer shall have the final
      decision-making authority if such  issue  relates  to  the  clinical  and
      preclinical development of the Product.  With respect to any other issues
      for  which the CDRC is unable to reach a decision on any issue within ten
      (10) Business  Days after presentation, either Party may refer such issue
      to the JOC for resolution.

      10.4 Global Commercialization Committee.

            (i)   The  GCC  shall  consist  of members from each of Organon and
      Pfizer, each of which shall confirm to  the other its designees.  The GCC
      will be responsible for the following:

                  (a) Preparing and implementing  annually the Global Marketing
            Plan for the Co-Promotion Countries, including reviewing and making
            recommendations  for the Parties' sales,  promotional and marketing
            activities in the Co-Promotion  Countries.  To the extent feasible,
            the GCC shall allocate  responsibilities equally between Pfizer and
            Organon.  The Parties  shall prepare the initial  Global  Marketing
            Plan within 180-days of the Effective Date;

                  (b) Developing  positioning and marketing  strategies for the
            Product in the  Co-Promotion  Countries  consistent with the Global
            Marketing  Plan  subject to local  requirements,  including  making
            recommendations to develop New Indications;

                  (c) Establishing  long and short term forecasts for worldwide
            Product sales and coordinating such forecasts with the MSC in order
            to facilitate  the  operations of the Parties and their  Affiliates
            under the Production Agreements;

                  (d) Developing global  promotional and advertising  materials
            for use in  marketing  the Product in the  Co-Promotion  Countries,
            designing  packaging and overseeing  educational  and  professional
            symposia and speaker and  activity  programs for the Product in the
            Co-Promotion Countries;

                  (e) Providing technical and medical support for the sales and
            marketing of the Product in the Co-Promotion Countries;

                  (f)  Discussing  the prices at which the Product will be sold
            to unaffiliated Third Parties throughout the Co-Promotion Countries
            and  developing  core  materials  and tools to  enable  each CCC to
            develop  strategies and  documentation  to gain  reimbursement  and
            product access and listing in the Co-Promotion Countries;

                  (g)  Coordinating  with the CDRC with  respect to  regulatory
            issues and the  development  of New  Indications  to be  undertaken
            pursuant to a Development  Plan and proposing Phase IIIb/IV Product
            Studies;

                  (h)  Obtaining  clearance  of  publications  relating  to the
            Product;

                  (i) Developing  strategies  for obtaining  listing on managed
            care formularies in the Co-Promotion Countries;


                                       55

<PAGE>


                  (j)  Facilitating,  to the extent  legally  permissible,  the
            exchange of information  with respect to the sales and marketing of
            Product  in  the  Pfizer  Exclusive  Countries,  Organon  Exclusive
            Countries and Co-Marketing Countries; and

                  (k) such other matters as the Parties may mutually assign the
            GCC from time to time.

            (ii)  All Global Marketing Plans shall be consistent with the terms
      of this Agreement.

            (iii) If  the GCC is unable to reach a decision on any issue within
      ten (10) Business  Days  after  presentation, either Party may refer such
      issue to the JOC for resolution.

      10.5 Manufacturing and Supply Committee.

            (i)   The MSC shall consist  of  members  from  each of Organon and
      Pfizer,  each  of  which  shall  confirm  to  the  other  its  designees.
      Consistent  with  the Production Agreements, the MSC shall be responsible
      for:

                  (a) Overseeing  manufacturing  activities  underway as of the
            Effective  Date,  including  stability  studies and  management  of
            clinical supplies of the Product;

                  (b) Establish the adequacy of, and periodically (no less than
            once per  Calendar  Quarter)  review and monitor,  all  development
            plans relating to manufacture of the Intermediate and the Compound;
            establish the adequacy of, and  periodically (no less than once per
            Calendar  Quarter)  review  and  monitor,   all  development  plans
            relating  to  manufacture  of the  Intermediate  and the  Compound,
            including the First Generation  Process Plan and Second  Generation
            Process Plan;  Overseeing the manufacturing of registration batches
            of Product;  reviewing  the CMC section of the NDA for the Product;
            reviewing and approving  Specifications for purposes of the NDA and
            other   Applications  for  Regulatory   Approval  and  for  Launch;
            overseeing the  preparation  for and execution of any  pre-approval
            inspections of the Product  manufacturing sites; and monitoring the
            manufacture of validation lots;

                  (c)  Monitoring   worldwide  quality  assurance  efforts  and
            ensuring that the Intermediate,  the Compound, and all Products are
            manufactured in accordance with the Parties' quality standards; and
            overseeing any routine or non-routine  inspections by FDA and other
            Regulatory   Authorities  and  ensuring   adherence  to  compliance
            standards following Product approval;

                  (d)  Monitoring  the  manufacture  of the  Intermediate,  the
            Compound and the Product;

                  (e)  Determining   methods  of  obtaining  cost   efficiency,
            including by developing more efficient manufacturing processes, and
            reviewing sourcing alternatives of Product components;

                  (f) Coordinating with the GCC and CDRC as appropriate;

                  (g)  Evaluating   the  forecasts   provided  in  each  Global
            Marketing  Plan as well as inventory  levels for the  Intermediate,
            the Compound and the Product;


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                  (h) Establish a method for measuring the Parties'  respective
            manufacturing  capacity for the Intermediate,  the Compound and the
            Product, and periodically review and monitor all capacity expansion
            plans; overseeing the Capacity Plan; and

                  (i)   Providing   updates   on  the  MSC's   activities   and
            achievements to the JOC.

            (ii)  The  MSC  shall  establish,  at   a  minimum,  the  following
      subcommittees:  (a) Supply Chain Subcommittee,  (b) Quality Subcommittee,
      (c)   Technical   Subcommittee,  and  (d)  Finance  Subcommittee.    Each
      subcommittee will report  its  decisions  to  the  MSC,  which shall have
      jurisdiction  over  all  matters  handled  initially  at the subcommittee
      level.  In  addition to the functions described below, the  subcommittees
      will lead the  functions  outlined in this Article 10.5 and other matters
      as agreed by the MSC.

                  (a) The Supply Chain  Subcommittee  will be  responsible  for
            preparation of Product  forecasts,  the determination of orders for
            Product and Intermediate, and the logistics of Product supply.

                  (b)  The  Quality   Subcommittee   will  be  responsible  for
            preparation of quality agreements  between the Parties,  overseeing
            the  execution of such  quality  agreements,  and managing  matters
            relating  to  Product  quality  such  as  change  control,  Product
            complaint investigations and Product recalls.

                  (c) The  Development  Subcommittee  will be  responsible  for
            development   of    manufacturing    processes   for   the   active
            pharmaceutical  product  and  finished  Product  for Launch and for
            continued improvement to those processes.

                  (d)  The  Finance   Subcommittee   will  be  responsible  for
            establishing  and  managing  processes  between  the  manufacturing
            finance   groups  of  Pfizer  and   Organon,   including,   without
            limitation,  matters relating to payments and reconciliations under
            the Production Agreements.

            (iii) If the MSC is unable to reach  a decision on any issue within
      ten (10) Business Days after presentation, either  Party  may  refer  the
      issue to the JOC for resolution.

      10.6 Country Commercialization  Committee. The Parties agree to establish
a CCC in each  Co-Promotion  Country  or group  of  Co-Promotion  Countries  as
appropriate  and  agreed  upon  by the  Parties.  The  general  manager/country
manager,  or a senior-level member of the general  manager's/country  manager's
leadership  team, in each applicable  Co-Promotion  Country will be included in
the relevant  CCC. The general  managers/country  managers  will include  other
representatives from each Party, as needed.

            (i)   CCC   Commercialization  Responsibilities.   Subject  to  the
      provisions of this Agreement and the Global Marketing Plan, each CCC will
      oversee the Co-Promotion  in  the relevant Co-Promotion Country or groups
      of Co-Promotion Countries, as the  case  may  be.   In addition, each CCC
      will be responsible for the following:

                  (a) Designate the  individuals  responsible for preparing the
            Country  Marketing  Plan for the relevant  Co-Promotion  Country or
            group of  Co-Promotion  Countries each  consistent  with the Global
            Marketing Plan;

                  (b) Develop forecasts, on a at least an annual basis, for the
            Product  in the  relevant  Co-Promotion  Country  or  group  of Co-
            Promotion Countries


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                  (c)  Prepare and submit the  Country  Marketing  Plan for the
            relevant Country or group of Co-Promotion  Countries and submit any
            deviation in the budget from the Global Marketing Plan,  and/or any
            material  change  in the  Country  Marketing  Plan  to the  GCC for
            approval;

                  (d) Monitor  compliance with the relevant  Country  Marketing
            Plan and  approve any  immaterial  change in the  relevant  Country
            Marketing Plan;

                  (e) Review and approve  expenses  for  inclusion as Marketing
            Costs;

                  (f)   Adapting   GCC-approved   advertising   materials   and
            strategies and promotional  materials for the relevant Co-Promotion
            Country  or  group  of   Co-Promotion   Countries,   and  otherwise
            developing local Promotional  Materials  consistent with the Global
            Marketing Plan;

                  (g)  Adapting  GCC-approved  packaging  for the  relevant Co-
            Promotion Country or group of Co-Promotion Countries;

                  (h) Develop  and discuss  strategies  for the  Detailing  and
            marketing  of the Product in the relevant  Co-Promotion  Country or
            group   of   Co-Promotion   Countries   including   allocation   of
            responsibility for marketing activities;

                  (i) Plan and conduct educational and professional symposia in
            the  relevant   Co-Promotion   Country  or  group  of  Co-Promotion
            Countries;

                  (j)  Suggest  to  the  GCC   appropriate   marketing-oriented
            clinical  trials  and  monitor   implementation   in  the  relevant
            Co-Promotion Country or group of Co-Promotion Countries;

                  (k) Monitor advertising placement and market responses in the
            relevant Co-Promotion Country or group of Co-Promotional Countries;

                  (l) Define and  establish a set of procedures to forecast and
            order  Product  (including  samples) in the  relevant  Co-Promotion
            Country or group of Co-Promotion Countries, with responsibility for
            recommendation of production and supply activities;

                  (m) Initiate and monitor market  research in the relevant Co-
            Promotion Country or group of Co-Promotion Countries;

                  (n) Develop local pricing and  reimbursement  strategies  and
            strategies related to obtaining listing on managed care formularies
            for the relevant  Co-Promotion  Country,  which  strategies must be
            consistent with the Global Marketing Plan; and

                  (o)  Establish  the  number  of  Details  to be  made by each
            Party's Sales  Representatives in the relevant Co-Promotion Country
            or group of Co-Promotion Countries for each Calendar Quarter, which
            shall  be  similar  to  the  number  of  Details  provided  in  the
            pharmaceutical  industry in such  Co-Promotion  Country or group of
            Co-Promotion  Countries  for products  with similar  potential  and
            magnitude  in  light  of  prevailing   market  conditions  and  the
            competitive landscape.

            (ii)  CCC  Product  Development Responsibilities   Subject  to  the
      provisions of this Agreement  and  the  Development  Plan, each CCC shall
      implement  the  relevant Development


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      Plan insofar as it relates to the relevant  Co-Promotion Country or group
      of Co-Promotion Countries. In particular, each CCC shall:

                  (a)  Facilitate the exchange of all  development  information
            and data;

                  (b) Submit  recommendations  for the Development  Plan to the
            CDRC;

                  (c) Review local activities against the Development Plan;

                  (d)  Recommend  allocation of  development  activities to the
            CDRC; and

                  (e) Monitor,  directly or  indirectly,  all local  regulatory
            activities.

            (iii) If the CCC is unable to reach a decision on any  issue within
      ten (10) Business Days after presentation, such issues shall be  referred
      to the CDRC or GCC, as applicable.

      10.7 Joint Operating Committee. The JOC shall consist of the chairpersons
of the CDRC, GCC, and MSC, and, as the  co-chairpersons  of the JOC, each Party
will designate a senior-level  executive with responsibility for the applicable
therapeutic area in such Party's organization.  The JOC will be responsible for
the following:

            (i)   Establishing the strategic  objectives and general directions
      for the Co-Promotion and Detailing of the  Product  in  the  Co-Promotion
      Countries

            (ii)  Review  and approval of the Global Marketing Plan and  review
      of the Development Plan;

            (iii) Making go/no go decisions with respect to filing NDA's, other
      Applications for Regulatory  Approvals,  and other significant regulatory
      filings;

            (iv)  Resolution  of  disputes  which cannot  be  resolved  at  the
      subcommittees;

            (v)   To raise  disputes which cannot be resolved by the JOC to the
      Steering Committee; and

            (vi)  Such other matters as the Parties may mutually assign the JOC
      from time to time.

      If the JOC is unable to resolve any issue  within  ten (10) Business Days
      after presentation, either Party's co-chairperson on  the  JOC  may refer
      the issue to the Steering Committee for resolution.

      10.8 Steering Committee. The Steering Committee shall consist of four (4)
executives,  two (2) from  each of  Organon  and  Pfizer,  each of which  shall
confirm to the other its designees. In addition, the co-chairpersons of the JOC
shall attend  meetings of the Steering  Committee  in order to  participate  in
Steering  Committee  discussions,  but shall  not have the  right to vote.  The
Steering Committee shall have general oversight and review of the activities of
the JOC and shall be responsible for resolving any issues referred by the JOC.

            (i)   In the event of a tied vote of  the  Steering  Committee, the
      chairperson  designated  by  Pfizer  shall  have the final decisionmaking
      authority with respect to the following subject matters:

                  (a) [CONFIDENTIAL INFORMATION HAS  BEEN OMITTED AND FURNISHED
            SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]


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                  (b) [CONFIDENTIAL INFORMATION HAS BEEN OMITTED  AND FURNISHED
            SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]

                  (c) [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED
            SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]

            (ii)  In the event of a tied vote of the  Steering  Committee,  the
      chairperson  designated  by  Organon  shall have the final decisionmaking
      authority with respect to [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND
      FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]

            (iii) Except as otherwise provided in  this  Agreement,  all  other
      matters  within  the  purview of the Committees or subcommittees shall be
      Consensus Matters.

      10.9 Alliance Managers.  In addition to the committees and subcommittees,
the  Parties  will  each  appoint  a  senior   representative  with  a  general
understanding of the clinical, regulatory, manufacturing  and commercial issues
relating to the Product to act as an alliance manager ("Alliance Manager").  It
is envisioned that the Alliance Managers will serve as a single focal point for
all information in order to maintain a complete overview of the alliance and to
serve   as  the  main  contact  within  each  Party  with  responsibility   for
facilitating communication and collaboration between the Parties.  The Alliance
Managers  shall  attend  committee  and  subcommittee  meetings.   The Alliance
Managers  will work together to resolve such issues or potential disputes,  and
to enable the  committees  to  reach  decisions with the intent of averting the
escalation of such issues or potential disputes.



                                  ARTICLE 11


                             INTELLECTUAL PROPERTY

      11.1  Ownership  of  Collaboration  Inventions.  As between  Organon  and
Pfizer,  (i) Organon  shall solely own all  Collaboration  Inventions  invented
solely by  Organon's  employees  and agents,  (ii) Pfizer  shall solely own all
Collaboration  Inventions invented solely by Pfizer's employees and agents, and
(iii) the Parties shall jointly own all  Collaboration  Inventions  invented by
employees and agents of both Parties. The Parties agree that inventorship shall
be determined in accordance with United States patent law,  provided,  however,
that,  without  limiting the foregoing,  in preparing  patent  applications for
Collaboration  Inventions,  each Party shall  follow the Laws of the Country in
which such application is being filed. Each Party shall have the first right to
prosecute and maintain Patent Rights included in the  Collaboration  Inventions
solely  owned by such  Party.  Neither  Party shall  abandon any Patent  Rights
included in the Collaboration Inventions that such Party has the first right to
prosecute and maintain  without at least 90 days' prior written  notice of such
abandonment  to the other Party.  If a Party decides to abandon any such Patent
Rights,  the other Party shall have the option to continue the  prosecution and
maintenance of such Patent Rights in the name(s) of the Party or Parties owning
such Patent Rights and at such other Party's expense.  The costs of prosecuting
and maintaining Patent Rights included in the Collaboration Inventions shall be
shared  equally by the Parties in each Co- Promotion  Country and  Co-Marketing
Country,  Pfizer  will bear all such costs in the Pfizer  Exclusive  Countries,
Organon  will  bear all such  costs in the  Organon  Exclusive  Countries,  and
provided  that either Party may elect not to pay such costs with respect to any
given Patent Rights included in the  Collaboration  Inventions being prosecuted
and/or  maintained by the other Party incurred from and after such time as such
Party  notifies the other Party of such  election,  and thereafter any licenses
granted in this  Agreement by the other Party to the Party making such election
shall exclude such Patent  Rights.  Such costs of prosecuting  and  maintaining
Patent Rights  included in the  Collaboration  Inventions  in the  Co-Promotion
Countries  shall be shared  equally by the Parties and included in the Parties'
Quarterly  Marketing Cost Reports  pursuant to Article 8A.1 of this  Agreement.
Pfizer  shall  reimburse   Organon  for  all  such  costs  of  prosecuting  and
maintaining


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Patent Rights included in the Collaboration  Inventions in the Pfizer Exclusive
Countries  incurred  by Organon  within  thirty (30) days after  receiving  any
invoice from Organon for such costs.

      11.2  Jointly  Owned  Collaboration  Inventions.   With  respect  to  any
Collaboration  Inventions  that are jointly  owned by the Parties,  the Parties
shall consult with each other regarding the filing, prosecution and maintenance
of any such Patent Rights,  and responsibility for such activities shall belong
to Organon. Organon shall undertake such filings,  prosecutions and maintenance
in the names of both Parties as  co-owners.  Organon  shall have the  following
obligations  with respect to the filing,  prosecution and maintenance of Patent
Rights in jointly  owned  Collaboration  Inventions:  (i) Organon  shall permit
Pfizer to review and  comment at least two (2) weeks prior to the filing of any
priority patent application by Organon; (ii) Organon shall notify Pfizer within
thirty (30) days after the filing of a patent  application  by  Organon;  (iii)
Organon  shall  notify  Pfizer  within  six (6)  months  from the filing of the
priority patent  application  whether and in which Countries it intends to file
convention patent applications; (iv) Organon shall provide Pfizer promptly with
copies of all  communications  received  from or filed in patent  offices  with
respect to such filings;  and (v) Organon shall  provide  Pfizer,  a reasonable
time prior to taking or failing to take action  that would  affect the scope or
validity of rights under any patent  applications or Patents (including but not
limited to substantially narrowing or canceling any claim without reserving the
right to file a continuing or divisional  patent  application,  abandoning  any
Patent or not filing or perfecting the filing of any patent  application in any
country),  with notice of such proposed action or inaction so that Pfizer has a
reasonable  opportunity to review and make  comments,  and take such actions as
may be appropriate in the  circumstances.  In the event that Organon materially
breaches the foregoing  obligations  and such breach is not cured within thirty
(30) days of a written notice from Pfizer to Organon describing such breach, or
in the event that Organon fails to undertake the filing of a patent application
within  ninety  (90) days of a written  request by Pfizer to do so,  Pfizer may
assume Organon's responsibility for filing,  prosecution and maintenance of any
such jointly owned Patent Right in the manner described in Article 11.6.

      11.3 Collaboration  Intellectual Property. All Collaboration Intellectual
Property  shall be jointly owned by the Parties,  and each Party shall have the
right freely to use all  Collaboration  Intellectual  Property for all purposes
and uses.

      11.4  Cooperation.  Each Party  agrees to  cooperate  with the other with
respect to the preparation,  filing, prosecution and maintenance of patents and
patent applications pursuant to this Article 11 including,  without limitation,
the execution of all such documents and instruments and the performance of such
acts (and  causing  its  relevant  employees  to  execute  such  documents  and
instruments  and to perform such acts) as may be reasonably  necessary in order
to permit the other Party to continue any preparation,  filing,  prosecution or
maintenance  of any Patent  Rights that such Party has elected not to pursue as
provided for in Article 11.2.  Organon shall  recommend to the JOC which of the
Organon  Patent  Rights for which to seek an extension of term in  Co-Promotion
Countries in which any such extension is available.  Upon  confirmation  of the
recommendation  of Organon  with  respect to patent term  extension by the JOC,
Organon will file for said patent term  extension,  and the Parties  shall bear
equally the costs thereof.

      11.5 Notification.  If either Party during the Term makes a Collaboration
Invention,  such Party promptly shall make or cause  disclosure to the other of
such Collaboration Invention.

      11.6 Maintenance of Patent Rights other than Jointly Owned Patent Rights.

            (i)   Organon  will  maintain  in full force and effect all Organon
      Patent Rights.  Organon shall cooperate  with  Pfizer  in  the  continued
      prosecution and maintenance by Organon or the licensor or sublicensor, as
      applicable,  of  the  Organon  Patent  Rights.  After the Effective Date,
      Organon shall not, without Pfizer's consent, enter  into  any Third Party
      license  agreement  relating  to  Patent Rights that Organon proposes  to
      license from a Third Party and that  Organon  reasonably  foresees would,
      upon the execution of such Third Party license agreement, result  in


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      the creation of any Pfizer obligation pursuant to this Agreement to share
      in or pay any portion of the  royalties or other  amounts  payable  under
      such Third Party license agreement.

            (ii)  Organon shall  not  abandon  any  Organon  Patent Rights with
      respect  to  which Organon or any of its Affiliates controls  prosecution
      and maintenance  activities,  either  directly  or through step-in rights
      granted to Organon in any Third Party license agreement, without at least
      90 days' prior notice of such abandonment to Pfizer.   If Organon decides
      to  abandon  any  such  Patent  Rights, Pfizer shall have the  option  to
      continue  the  prosecution  and maintenance  of  such  Patent  Rights  in
      Organon's name at Pfizer's expense,  subject to any limitations set forth
      in Organon's agreements with Organon's  licensors  and  sublicensors.  If
      Pfizer  desires  that  Organon  file  any application for a patent  in  a
      specific  Country  or  Countries,  or file  any  patent  applications  on
      improvements  and variations upon inventions  disclosed  in  the  Organon
      Patent Rights set  forth  on  Schedule  1.94 or otherwise relating to the
      Compound or the Product, Pfizer shall advise  Organon  of such Country or
      Countries or improvements, variations or inventions, as  the case may be.
      Organon  shall  consider  Pfizer's  request in good faith and  shall  not
      unreasonably decline to file the requested  patent  application  and,  if
      Organon  files  the  patent  applications  as requested, Pfizer shall pay
      fifty percent (50%) of all reasonable expenses, including reasonable fees
      for patent counsel, for filing and for prosecuting  such requested patent
      applications.   If  Organon declines to file the patent  applications  as
      requested, Pfizer may,  at  its  sole  expense,  file  and prosecute such
      applications.  Pfizer shall have reasonable access to all  documentation,
      filings and communications  to  or from the respective patent offices and
      shall be kept advised as to the status of all pending applications to the
      extent  pertaining to the Compound  or  the  Product.   Unless  otherwise
      explicitly  set  forth above in this Article 11.6, the Parties shall each
      be responsible for 50% of the Parties' patent prosecution and maintenance
      costs relating to  the  Organon Patent Rights.  Organon shall include all
      such costs in Organon's Quarterly  Marketing  Cost  Reports  pursuant  to
      Article 8A.1 of this Agreement.

      11.7 Trademarks and Corporate Logos.

            (i)   Subject  to  the  provisions of this Article 11.7, each Party
      shall retain all right, title and  interest  in  and  to  its  respective
      corporate name and logo.

            (ii)  In the Co-Promotion Countries, the Product shall be  promoted
      and  sold  solely  under  the  Trademark(s)  and  shall use a trade dress
      mutually  agreed  by  the  Parties that includes Pfizer's  and  Organon's
      logos.  In the Co-Promotion  Countries,  subject  to  the requirements of
      Law, Organon and Pfizer shall be identified and given equal  exposure and
      prominence  on  all  Product  package inserts, trade packages, packaging,
      samples, and Promotional Materials; provided, however, that if Organon or
      Pfizer  cannot be given equal exposure  and  prominence  on  all  Product
      package inserts,  trade  packages,  packaging,  samples,  and promotional
      materials  in  one  or  more  Co-Promotion Countries as a result  of  the
      requirements of applicable Law,  then  Organon or Pfizer, as the case may
      be, shall be given as close to equal exposure and prominence as possible,
      consistent  with  applicable  Law.  In the  Pfizer  Exclusive  Countries,
      Pfizer will promote and sell the  Product  under  a  Trademark, but shall
      have  the  sole  right  and obligation to determine the trade  dress  and
      packaging for the Product,  provided that it makes such determinations in
      a  manner consistent with the  Global  Marketing  Plan.  In  the  Organon
      Exclusive  Countries,  Organon  will promote and sell the Product under a
      Trademark, but shall have the sole  right and obligation to determine the
      trade dress and packaging for the Product,  provided  that  it makes such
      determinations in a manner consistent with the Global Marketing Plan.

            (iii) It  is  the Parties' intention to utilize a single  trademark
      for the Product throughout  the  Territory other than in the Co-Marketing
      Countries where the Product must be  marketed  and  sold  by  the Parties
      under different Trademarks by operation of local Law; provided,  however,
      if  any  Governmental  Authority  in  the  Territory fails to approve the
      Trademark as an acceptable trademark for the  Product, or if either Party
      reasonably determines that use of the Trademark  in  a particular Country
      may  violate  the  rights  of any Third Party in such Country,  then  the
      Parties shall select an alternative  Trademark  for  the  Product in such
      Country   or  Countries.   In  either  event,


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      Organon shall be solely  responsible for registering and maintaining such
      alternative  Trademark in the Pfizer Exclusive Countries and shall be the
      owner  thereof.  Pfizer  shall  not  register  or  seek to  register  the
      Trademark  or any  alternative  Trademark  selected by the Parties in any
      Country of the Territory.

            (iv)  During the Term, Pfizer grants to  Organon  the non-exclusive
      right,  free  of  charge,  to  use  the Pfizer name and logo in  the  Co-
      Promotion  Countries  solely  for  the purpose  of  Co-Promoting  of  the
      Products in accordance with the terms  of  this  Agreement,  and  Organon
      grants  to  Pfizer  the  non-exclusive  right, free of charge, to use the
      Organon  name  and  logo in the Co-Promotion  Countries  solely  for  the
      purpose of Co-Promotion  of  the Products in accordance with the terms of
      this Agreement; provided that  such  rights  shall  be exercised, and all
      Products  bearing  such  names  and/or  logos  shall be manufactured,  in
      accordance with the quality standards established by the GCC.

            (v)   During the Term, and thereafter as provided  in Article 13.8,
      Organon grants to Pfizer the non-exclusive right to use the Trademarks in
      connection with the marketing, promotion and sale of the Product  in  (a)
      the  Pfizer  Exclusive  Countries and, (b) other than the Trademark being
      used  by  Organon in each such  Co-Marketing  Country,  the  Co-Marketing
      Countries.

            (vi)  Organon  shall  remain the owner of the Organon name and logo
      and the Trademark(s) and the  goodwill pertaining thereto.  Organon shall
      be solely responsible for registering and maintaining the Trademark(s) in
      the Territory and shall remain the owner thereof.  Except as contemplated
      herein, Organon shall have no rights  in or to the Pfizer name or logo or
      the goodwill pertaining thereto.  Except  as  contemplated herein, Pfizer
      shall  have  no rights in the Trademark(s) in the  Territory  or  to  the
      Organon name or logo, or the goodwill pertaining thereto.

            (vii) Organon  and  Pfizer  shall  each  be  responsible  for fifty
      percent (50%) of the cost of registering and maintaining the Trademark(s)
      in  the  Territory.   Organon  shall include all such Territory costs  in
      Organon's Quarterly Marketing Cost Reports pursuant to Article  8A.1.

            (viii) Copyrights  and  Proprietary  Programs.  The  Parties  shall
      jointly own all copyrights relating  to  Promotional  Materials developed
      for  use  in  the  Co-Promotion  Territory for the Product.   Pfizer  and
      Organon  shall  each  retain all rights  including,  without  limitation,
      copyrights and trademarks,  to  all of their respective existing programs
      and materials in all formats (print,  video,  audio,  digital,  computer,
      etc.)  regarding sales training, patient education and disease management
      programs  owned  by each of them as of the Effective Date, as well as any
      modifications each  may  develop  in the future which are not specific to
      the Product.  Organon and Pfizer shall,  from  time  to time, endeavor to
      each  notify the other as to the identity of such existing  programs  and
      materials.   In  addition,  all  new  programs  regarding sales training,
      patient education and disease management jointly developed by Organon and
      Pfizer for the Products pursuant to this Agreement shall be jointly owned
      by Organon and Pfizer, and each Party shall have  the  right  to  use and
      exploit  such  developed  programs  freely without any need to obtain the
      consent of the other Party and without  any  duty to account to the other
      Party for such use or exploitation.  Each Party  hereby  assigns  to  the
      other  Party  all rights, title and interests, including all intellectual
      property rights,  in  and  to  such Promotional Materials and programs as
      necessary to give effect to the provisions of this Article 11.7.

            (ix)  Domain  Names.   Organon  shall  be  solely  responsible  for
      registering and maintaining domain  names  comprising the Trademark(s) in
      the Territory and shall be the owner thereof.   Organon  and Pfizer shall
      each be responsible for fifty percent (50%) of the costs for  registering
      and  maintaining  the domain names comprising the Trademark(s).   Organon
      shall  include all such  costs  in  Organon's  Quarterly  Marketing  Cost
      Reports pursuant to Article 8A.1.

            (x)   Copyrights and Internet Sites.  The Parties shall jointly own
      all copyrights  relating  to  internet sites jointly developed by Organon
      and Pfizer for use in the Territory  pursuant to this


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      Agreement. Organon and Pfizer shall each be responsible for fifty percent
      (50%) of the costs of registering  and  maintaining  such  copyrights and
      internet sites.

      11.8  Disclosure.  Organon shall disclose to Pfizer the complete texts of
all patent  applications  within the Organon Patent Rights filed by Organon, or
by Organon's licensors to the extent Organon is permitted to provide such texts
to Pfizer under the terms of Organon's agreements with such licensors,  as well
as information  received concerning the institution or possible  institution of
any  interference,  opposition,  re-examination,  reissue,  revocation  or  any
official  proceeding  involving  patents  and  patent  applications  within the
Organon Patent Rights prosecuted and/or maintained by Organon,  or by Organon's
licensors to the extent  Organon  receives  such  information,  anywhere in the
Territory.  Pfizer shall have the right to review all such pending applications
and other  proceedings and make  recommendations  to Organon,  and to Organon's
licensors  if  permitted  under the  terms of  Organon's  agreements  with such
licensors,  concerning  such  applications  and  proceedings and their conduct.
Organon agrees,  subject to any  limitations set forth in Organon's  agreements
with  Organon's  licensors,  to keep Pfizer  promptly and fully informed of the
course of such patent  prosecution  and other  proceedings  including,  without
limitation,  by providing Pfizer with copies of all substantive  communications
submitted to or received from patent  offices  throughout  the  Territory.  The
provisions  of this  Article 11.8 also shall be deemed to apply in all respects
to Pfizer as it relates to Pfizer Patent Rights in Collaboration Inventions.

      11.9 Patent Term Extensions.  The Parties shall  cooperate,  if necessary
and  appropriate,  with each other in gaining patent term  extensions  wherever
applicable  to Organon  Patent  Rights.  The Parties  shall,  if necessary  and
appropriate,  use reasonable efforts to agree upon a joint strategy relating to
patent term extensions, but, in the absence of mutual agreement with respect to
any  extension  such,  and subject to Law, a patent shall be extended if either
Party elects to extend such patent.  The Parties shall each be responsible  for
fifty  percent  (50%) of the costs of  seeking  and/or  obtaining  patent  term
extensions  relating to the Organon  Patent  Rights in the  Territory.  Organon
shall include all such costs in Organon's  Marketing  Cost Reports  pursuant to
Article 8A.1 of this Agreement.

      11.10  Infringement,  Unauthorized  Use and  Challenge.  If either  Party
becomes aware that a Third Party is or may be  infringing  or otherwise  making
unauthorized use of, or challenge to, any Organon Patent Rights,  Patent Rights
in jointly owned  Collaboration  Inventions,  Trademarks  or Organon  Technical
Information,  the Party learning of such  infringement or  unauthorized  use or
challenge  shall  promptly  notify  the  other  Party and  provide  it with any
available  evidence  of  such  possible  infringement  or  unauthorized  use or
challenge. In the Pfizer Exclusive Countries, Pfizer shall have the first right
to bring suit and to take action against such infringer or unauthorized user or
challenger in its own name, or in the name of Organon where necessary, in which
case Pfizer shall control the prosecution of any such suit or claim,  including
without limitation the choice of counsel, and shall have the exclusive right to
settle or dispose of any such suit or claim. In the Organon Exclusive Countries
and the  Co-Marketing  Countries,  Organon  shall have the first right to bring
suit  and to  take  action  against  such  infringer  or  unauthorized  user or
challenger in its own name, in which case Organon shall control the prosecution
of any such suit or claim,  including without limitation the choice of counsel,
and shall  have the  exclusive  right to settle or  dispose of any such suit or
claim.  In the  Co-Promotion  Countries,  as between  Pfizer and  Organon,  and
subject to any rights retained by Organon's  licensors,  Organon shall have the
first  right to  bring  suit  and to take  action  against  such  infringer  or
unauthorized  user or  challenger  in its own name, in which case Organon shall
control the prosecution of any such suit or claim, including without limitation
the choice of counsel,  and shall have the exclusive right to settle or dispose
of any such suit or claim.  Notwithstanding  anything  to the  contrary in this
Article  11.10,  if a Party fails to initiate a suit or take other  appropriate
action  that it has the  initial  right to  initiate  or take  pursuant to this
Article 11.10 or the Parties fail to agree on the  initiation or taking thereof
within  ninety  (90) days  after  becoming  aware of the basis for such suit or
action,  then the other  Party  shall have the  right,  in its  discretion,  to
initiate a suit or take other appropriate action that it believes is reasonably
required to protect the intellectual property rights at issue.  Notwithstanding
the foregoing  provisions of this Article 11.10, in the case of an infringement
action pursuant to Section 505(b) of the Act, subject to any legal  obligations
of Organon to its licensors with respect to Organon Patent Rights, if the Party
that has the initial  right to initiate  such action  fails to notify the other
Party, at least fifteen (15) days prior to such Party's  deadline under the Act
for  bringing  such action,  that such Party will bring such  action,  then the
other Party may, in its  discretion,  initiate such action after giving


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written notice of such election to the Party with the initial right to initiate
such action.  The proceeds of any  recovery,  court award or settlement of such
action  shall,  after any required  payments to Organon's  licensors,  first be
applied to reimburse the Parties for the costs and expenses of such prosecution
and the  balance  shall be paid 50% to Pfizer and 50% to  Organon.  The Parties
shall cooperate and take action to assist the other as is reasonably  necessary
in relation to all suits or claims brought under this Article 11.10.

      11.11 [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
TO THE SECURITIES AND EXCHANGE  COMMISSION]  Agreement.  Organon  covenants and
agrees  with  Pfizer  that  Organon:  (a)  shall  not  execute  any  amendment,
modification  or  waiver  of the  license(s)  contained  in  the  [CONFIDENTIAL
INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO THE  SECURITIES  AND
EXCHANGE COMMISSION] Agreement without the prior written consent of Pfizer, (b)
shall not make any  election or  exercise  any right or option (or omit to take
any  action)  that  would  terminate  or  relinquish  in  whole  or in part the
[CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND  FURNISHED  SEPARATELY  TO THE
SECURITIES AND EXCHANGE COMMISSION] Agreement, (c) shall comply with all of its
obligations under the [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED
SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] Agreement in all material
respects,  (d) shall take such reasonable actions as shall be necessary to keep
in full force and effect the  [CONFIDENTIAL  INFORMATION  HAS BEEN  OMITTED AND
FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] Agreement,  and
(e) shall give prompt notice to Pfizer,  together with a summary of outstanding
issues if Pfizer so requests and of any actual or alleged  defaults,  breaches,
violations,  proposed amendments or proposed  modifications of, or any proposed
waivers under,  the  [CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND FURNISHED
SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] Agreement by any party to
the [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE
SECURITIES AND EXCHANGE COMMISSION] Agreement.


                                  ARTICLE 12

                                    CLAIMS

      12.1 Notice from the Parties.  Each Party shall promptly notify the other
Party in writing of any potential or actual litigation or governmental activity
in the Territory relating to the Intermediate, the Compound or the Product.

      12.2  Indemnification  by  Organon.  Organon  shall  indemnify  and  hold
harmless Pfizer and its Affiliates and their respective directors, officers and
employees  (the  "Pfizer  Parties")  from and  against  any and all  Losses (as
defined below) arising from or relating to any claim, demand,  lawsuit,  action
or proceeding (a "Claim") arising from or relating to:

            (i)   any violation of Law Organon or its Affiliates;

            (ii)  the  storage,  promotion,  sale or distribution or use of the
      Product based on the gross negligence or  intentionally  wrongful conduct
      of Organon or its Affiliates;

            (iii) any actual or alleged infringement, misappropriation or other
      violation of a Third Party's intellectual property rights  arising out of
      or   related   to  the  Organon  Patent  Rights,  the  Organon  Technical
      Information and/or  the manufacture (by the process described on Schedule
      9.8), use, sale, offer for sale, or importation of the Current Product or
      any Organon-Only Product;

            (iv)  Organon's  or  any  of its Affiliates' failure to manufacture
      and package in accordance with the  Production  Agreements,  or  to cause
      Third  Parties  to  manufacture,  the  Product in accordance with (A) the
      then-existing Product Specifications as determined in accordance with the
      terms of this Agreement, or (B) cGMP;


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            (v)   Organon's use, sale, offer for  sale,  or  importation of any
      Organon-Only Product; or

            (vi)  any  breach  by  Organon  or  any  of its Affiliates  of  any
      representation,  warranty  or  covenant  given  in any  of  the  Alliance
      Agreements.

      Notwithstanding anything to the contrary contained  herein,  none  of the
      indemnities in this Article 12.2 shall apply to the extent that any  Loss
      is the result of any breach of this Agreement by Pfizer or of any willful
      misconduct of Pfizer Parties.

      12.3 Indemnification by Pfizer.  Pfizer shall indemnify and hold harmless
Organon  and its  Affiliates  and  their  respective  directors,  officers  and
employees  (the "Organon  Parties") from and against any and all Losses arising
from or relating to any Claim arising from or relating to:

            (i)   any violation of Law by Pfizer or its Affiliates; or

            (ii)  the storage, promotion,  sale  or use of the Product based on
      the gross negligence or intentionally wrongful  conduct  of Pfizer or its
      Affiliates;

            (iii) any  breach  by  Pfizer  or  any  of  its Affiliates  of  any
      representation or warranty given in any of the Alliance Agreements; or

            (iv)  Pfizer's or any of its Affiliates' failure  to manufacture in
      accordance with the Production Agreements, or to cause Third  Parties  to
      manufacture,  Products  in  accordance with (A) the then-existing Product
      Specifications  as determined  in  accordance  with  the  terms  of  this
      Agreement, or (B)  cGMP (other than, in all cases, any failures which are
      the subect of  Article 12.2(iv)).

      Notwithstanding anything  to  the  contrary contained herein, none of the
      indemnities in this Article 12.3 shall  apply to the extent that any Loss
      is  the result of any breach of this Agreement   by  Organon  or  of  any
      willful  misconduct of Organon Parties or is the subject of the indemnity
      contained in Article 12.2 (including without limitation Article 12.2(v)).

      12.4 Co-Indemnification.

            (i)   Product  Liability.  Organon shall indemnify, defend and hold
      the Pfizer Parties harmless  from  and against one hundred percent (100%)
      of the amount of any and all Losses  arising out of or resulting from any
      Third  Party  Claim involving death, bodily  injury  or  property  damage
      actually or allegedly  arising  out of or resulting from the manufacture,
      packaging, distribution, marketing, use and/or sale of the Product (other
      than with respect to the matters  for  which  one  Party  is obligated to
      indemnify  the other Party pursuant to Article 12.2 or 12.3  above)  (any
      and all such  Losses,  "Product  Liability") up to, in the aggregate, the
      Threshold Amount with respect to all  Product Liability Occurences in the
      Territory after the date hereof and prior  to  the  initial Launch of the
      Product on a Country-by-Country basis.  Organon shall  indemnify,  defend
      and hold the Pfizer Parties harmless from and against fifty percent (50%)
      of  the  amount of any and all Product Liability (a) prior to the initial
      Launch of  the Product in each Country, in excess of the Threshold Amount
      or (b) with  respect  to  any  Product  Liability  Occurrences  after the
      initial  Launch  of the Product in a Country, and Pfizer shall indemnify,
      defend and hold Organon  Parties  harmless from and against fifty percent
      (50%) of the amount of any and all of such Product Liability (a) prior to
      the initial Launch of the Product in  each  Country,  in  excess  of  the
      Threshold Amount or (b) with respect to any Product Liability Occurrences
      after  the  initial  Launch of the Product in a Country.  For purposes of
      this Article 12:  (A) "Threshold  Amount" shall mean the aggregate sum of
      [CONFIDENTIAL INFORMATION HAS BEEN  OMITTED  AND  FURNISHED SEPARATELY TO
      THE  SECURITIES  AND  EXCHANGE  COMMISSION] U.S. Dollars  ($[CONFIDENTIAL
      INFORMATION HAS BEEN OMITTED AND  FURNISHED  SEPARATELY TO


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<PAGE>


      THE SECURITIES AND EXCHANGE  COMMISSION]) of Product Liability determined
      on a first-to- be incurred or  discovered  basis  (whichever is earlier),
      and (B) "Product Liability Occurences" means, with respect to all Product
      Liability,  the initial time of sale or other  provision to the plaintiff
      of the relevant  Product for which any Product  Liability  relates  based
      upon available records or other reliable means.

            (ii)  Organon shall indemnify, defend and hold the  Pfizer  Parties
      harmless  from  and against fifty percent (50%) of the amount of any  and
      all Losses arising  out  of  or  resulting  from  any  Third  Party Claim
      involving any actual or alleged infringement, misappropriation  or  other
      violation of a Third Party's intellectual property rights arising out  of
      or   related   to  the  Organon  Patent  Rights,  the  Organon  Technical
      Information  and/or   use,   promotion,  manufacture,  commercialization,
      distribution, offering for sale,  sale or importation of the Product (but
      in  all  cases  excluding Losses for which  one  Party  is  obligated  to
      indemnify the other  Party pursuant to this Article 12, including without
      limitation, Article 12.2(iii)  above)  (any  and all such Losses, the "IP
      Liability"), and Pfizer shall indemnify, defend  and hold Organon Parties
      harmless from and against fifty percent (50%) of the  amount  of  any and
      all of such IP Liability; it being understood and agreed that the purpose
      of  the provisions of this sentence is that Pfizer and Organon shall  pay
      for and otherwise share the cost of the IP Liability equally.

            (iii) For  the  avoidance  of  doubt, the reference to "Product" in
      this Article 12.4 excludes Organon-Only Product.


      12.5 Procedures for Third Party Claims.

            (i)   In  the  event that any Third  Party  asserts  a  Claim  with
      respect to any matter  for  which  a  Party  (the "Indemnified Party") is
      entitled to indemnification hereunder (a "Third  Party  Claim"), then the
      Indemnified Party shall promptly notify the Party obligated  to indemnify
      the  Indemnified  Party  (the  "Indemnifying  Party") thereof in writing;
      provided, however, that no delay on the part of  the Indemnified Party in
      notifying  the  Indemnifying Party shall relieve the  Indemnifying  Party
      from any obligation  hereunder  unless (and then only to the extent that)
      the Indemnifying Party is prejudiced thereby.

            (ii)  The Indemnifying Party  shall  have the right, exercisable by
      written notice to the Indemnified Party within  ten  (10) days of receipt
      of notice from the Indemnified Party of the commencement  of or assertion
      of  any  Third  Party  Claim,  to assume the defense of such Third  Party
      Claim; provided, however, that (A)  the  Third  Party  Claim  seeks  (and
      continues  to  seek)  solely  monetary damages and the Indemnifying Party
      expressly agrees in such notice  that,  as between the Indemnifying Party
      and  the  Indemnified  Party,  the Indemnifying  Party  shall  be  solely
      obligated to satisfy and discharge the Third Party Claim (or, in the case
      of  matters  which are the subject  of  Article  12.4,  such  amounts  as
      required in accordance  with Article 12.4), (B) the defense of such Third
      Party Claim by the counsel  representing the Indemnifying Party does not,
      in  the  reasonable  judgment of  the  Indemnified  Party,  constitute  a
      conflict of interest under  the  applicable  cannons  or  rules  of legal
      professional ethics, (C) in such case as Pfizer or another of the  Pfizer
      Parties is the Indemnified Party, such Third Party Claim does not relate,
      directly  or  indirectly,  to  Geodon,  Xanax, or any other product under
      development  by  Pfizer,  its  Affiliates  or   licensees,  and  (D)  the
      Indemnifying  Party  makes reasonably adequate provision  to  ensure  the
      Indemnified Party of the ability of the Indemnifying Party to satisfy the
      full amount of any adverse  monetary  judgment  that  would reasonably be
      expected to result therefrom (the conditions set forth  in  clauses  (A),
      (B),  (C)  and  (D)  are  collectively  referred  to  as  the "Litigation
      Conditions").   In no event shall Organon have the right to  control  any
      Third Party Claim  to the extent such Third Party Claim relates, directly
      or indirectly, to Geodon,  Xanax,  or  any  other product (other than the
      Product) being developed or commercialized by  Pfizer,  its Affiliates or
      licensees.   If  both  Parties are Indemnifying Parties pursuant  to  co-
      indemnification obligations  under  Article 12.4 with respect to the same
      Third  Party  Claim, the Parties shall  determine  by  mutual  agreement,
      within twenty (20) days following their receipt of notice of commencement
      or assertion of  such Third Party


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      Claim (or such  lesser  period  of time as may be  required  to  properly
      respond to such  claim),  which Party  shall  assume the lead role in the
      defense thereof.  Should the Parties be unable to mutually agree on which
      Party  shall  assume the lead role in the  defense  of such  Third  Party
      Claim,  both  Parties  shall be entitled to  participate  in such defense
      through counsel of their respective  choosing;  provided that in the case
      of any Third  Party  Claim  with  respect to which (i) both  Parties  are
      Indemnifying  Parties pursuant to  co-indemnification  obligations  under
      Article  12.4 and (ii) the  Parties  are unable to agree upon which Party
      shall assume the lead role in the defense of such claim, then the Parties
      agree to discuss  strategies  for  defending  such claim and will, to the
      extent  reasonably  practicable,  coordinate  such defense  through their
      respective counsel.

            (iii) Within ten (10) days after the Indemnifying  Party  has given
      notice to the Indemnified Party of its intended exercise of its right  to
      defend  a  Third  Party Claim, the Indemnified Party shall give notice to
      the Indemnifying Party of any objection thereto based upon the Litigation
      Conditions.   If  the   Indemnified  Party  reasonably  so  objects,  the
      Indemnified Party shall continue  to defend the Third Party Claim, at the
      expense of the Indemnifying Party,  until  such time as such objection is
      withdrawn.   If  no such notice is given, or if  any  such  objection  is
      withdrawn, the Indemnifying Party shall be entitled, at its sole cost and
      expense, to assume and conduct such defense, with counsel selected by the
      Indemnifying Party  and  reasonably  acceptable to the Indemnified Party,
      until such time as the Indemnified Party  shall  give  notice that any of
      the  Litigation  Conditions,  in its reasonable judgment, are  no  longer
      satisfied.

            (iv)  During such time as the Indemnifying Party is controlling the
      defense of such Third Party Claim, the Indemnified Party shall cooperate,
      and  cause  its  Affiliates  and  agents  to  cooperate,  to  the  extent
      commercially reasonable, upon request  of  the  Indemnifying Party in the
      defense or prosecution of the Third Party Claim,  including by furnishing
      such records, information and testimony and attending  such  conferences,
      discovery  proceedings, hearings, trials or appeals as may reasonably  be
      requested by the Indemnifying Party.

            (v)   In the event that the Indemnifying Party fails to satisfy the
      Litigation Conditions or does not notify the Indemnified Party in writing
      of the Indemnifying Party's intent to defend any Third Party Claim within
      ten (10) days  after  notice  thereof, the Indemnified Party may (without
      further notice to the Indemnifying  Party)  undertake the defense thereof
      with  counsel  of  its  choice  and at the Indemnifying  Party's  expense
      (including  attorneys' fees and costs  and  expenses  of  enforcement  or
      defense).

            (vi)  The  Indemnifying Party or the Indemnified Party, as the case
      may be, shall have  the  right to join in (including the right to conduct
      discovery,  interview  and  examine  witnesses  and  participate  in  all
      settlement conferences), but not control, at its own expense, the defense
      of any Third Party Claim which  the  other Party is defending as provided
      in this Agreement.

            (vii) The Indemnifying Party, if  it shall have assumed the defense
      of any Third Party Claim as provided in this Agreement, shall not consent
      to a settlement of, or the entry of any judgment  arising  from, any such
      Third  Party  Claim  without the prior written consent of the Indemnified
      Party (which consent shall not be unreasonably withheld or delayed).  The
      Indemnifying Party shall  not,  without  the prior written consent of the
      Indemnified Party, enter into any compromise  or settlement which commits
      the Indemnified Party to take, or to forbear to  take,  any  action.  The
      Indemnified  Party shall have the sole and exclusive right to settle  any
      Third Party Claim,  on  such  terms and conditions as it deems reasonably
      appropriate, to the extent such  Third  Party Claim involves equitable or
      other non-monetary relief, and shall not  have  the  right to settle such
      Third Party Claim to the extent such Third Party Claim  involves monetary
      damages without the prior written consent of the Indemnifying Party.

            (viii) The Indemnified Party shall be entitled to reimbursement for
      all  costs and expenses, including attorneys' fees and costs and expenses
      of enforcement  or  defense, on an "as incurred" basis.  The Indemnifying
      Party will reimburse  the  Indemnified  Party  for  such  amounts  within
      fifteen  (15)  days after receiving an invoice from the Indemnified Party
      therefor.


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      12.6 Losses.  For purposes of Articles 11 and 12, "Losses" shall mean any
and  all  (a)  claims,  losses,   liabilities,   damages,   fines,   royalties,
governmental penalties or punitive damages, deficiencies, interest, awards, and
judgments, and (b) with respect to Third Parties, settlement amounts and all of
the items  referred to in clause (a) above which,  in  accordance  with Article
12.7,  include  special,   indirect,   incidental  and  consequential   damages
(including without limitation lost profits),  and (c) in connection with all of
the items referred in clauses (a) and (b) above, any and all costs and expenses
(including  reasonable  attorneys'  fees  and  all  other  expenses  reasonably
incurred in investigating, preparing or defending any litigation or proceeding,
commenced or threatened). Notwithstanding anything to the contrary, the Parties
understand and agree that no Losses for which one Party has agreed to indemnify
any  of the  the  other  Party  under  this  Agreement  shall  be  included  in
Development  Costs,  Cost of Goods or Marketing  Costs or shall be applied as a
reduction in the calculation of Net Sales.

      12.7 Limitation on Damages. IN NO EVENT SHALL PFIZER OR ORGANON BE LIABLE
FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING,  WITHOUT
LIMITATION,  LOSS OF PROFITS)  SUFFERED  BY ANY  ORGANON  PARTIES OR ANY PFIZER
PARTIES,  RESPECTIVELY UNDER THE ALLIANCE AGREEMENTS,  EXCEPT (A) TO THE EXTENT
OF ANY SUCH DAMAGES  PAID TO A THIRD PARTY AS PART OF A THIRD PARTY CLAIM,  AND
(B) FOR PURPOSES OF INDEMNIFICATION  PURSUANT TO ARTICLE 12, IN THE EVENT OF AN
INTENTIONAL  AND WILLFUL BREACH IN BAD FAITH OF ANY  REPRESENTATION,  WARRANTY,
COVENANT  OR  AGREEMENT  BY  ORGANON  OR  PFIZER  (AS THE  CASE MAY BE) OF THIS
AGREEMENT,  AND (C) AS PROVIDED  IN ARTICLE  12.8  BELOW.  EXCEPT AS  EXPRESSLY
PROVIDED IN THIS AGREEMENT,  INDEMNIFICATION  PURSUANT TO THIS ARTICLE 12 SHALL
BE THE SOLE AND EXCLUSIVE REMEDY (WHETHER BASED ON CONTRACT,  TORT OR ANY OTHER
LEGAL THEORY) AVAILABLE TO ORGANON OR PFIZER FOR ANY MISREPRESENTATION UNDER OR
BREACH OF THIS AGREEMENT.

      12.8  Available  Damages.   Notwithstanding   anything  to  the  contrary
contained in this  Agreement,  in the case of any claim by Pfizer  alleging any
breach of this  Agreement  by Organon,  the  following in each case will not be
considered  as  constituting  special,  incidental,  indirect or  consequential
damages under this Agreement:  (x) payments due to Pfizer pursuant to Article 6
or Article 9 of this Agreement, and (y) Losses as and to the extent such Losses
aggregate  up to the sum of all  amounts  previously  paid to Organon by Pfizer
under any of the Alliance Agreements.

                                  ARTICLE 13


                             TERM AND TERMINATION

      13.1 Term.  Unless  terminated  sooner pursuant to this Article 13 hereof
and except as otherwise provided herein,  this Agreement shall become effective
as of the  Effective  Date and shall  continue in full force and  effect,  on a
Country-by-Country basis in each Country of the Territory for a period equal to
the longer of (A) fifteen  (15) years  following  Launch of the Product in such
Country,  and (B) such date the Product is no longer  embraced within any Valid
Claim under Organon Patent Rights in such Country (the "Term").

      13.2 Bilateral Termination.  This Agreement may be terminated at any time
by written consent of each of the Parties.  Such  termination will be effective
thirty (30) days following such written consent.

      13.3 Material  Default.  Organon shall have the rights set forth below in
this  Article  13.3 by notice to Pfizer,  and Pfizer  shall have the rights set
forth below in this Article 13.3 by notice to Organon:

            (i)   Upon  Organon's  notice  to Pfizer that a Material Default by
      Pfizer has occurred, the Parties will  meet  to  discuss  in  good  faith
      whether a plan to remedy the Material Default can be mutually agreed.  If
      the  Parties  fail  to so agree within thirty (30) days after the date of
      such notice, Article  13.3(ii)  below  shall  apply.  Notwithstanding the
      foregoing provisions of this Article 13.3(i),


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      in the case of a payment  default,  the  provisions  of Article  13.3(ii)
      below shall  apply  without any  obligation  to meet to discuss  remedies
      pursuant to this Article 13.3(i).

            (ii)  Subject  to  the  terms  hereof,  upon the occurrence of  any
      Material  Default  by Pfizer, Organon may, upon ninety  (90)  days  prior
      written notice, terminate this Agreement, provided, however, that in case
      of a default of a payment  obligation  such  notice  will  lapse  without
      effect if Pfizer cures such default within thirty (30) days after receipt
      of  such  notice.   Organon may give the notice specified in this Article
      13.3(ii) concurrently  with  the  notice specified in Article 13.3(i) and
      shall not give the notice specified  in  this Article 13.3(ii) later than
      sixty  (60)  days  after  the  date of the notice  specified  in  Article
      13.3(i).

            (iii) Upon Pfizer's notice  to  Organon  that a Material Default by
      Organon  has  occurred, the Parties will meet to discuss  in  good  faith
      whether a plan to remedy the Material Default can be mutually agreed.  If
      the Parties fail  to  so  agree within thirty (30) days after the date of
      such notice, Article 13.3(iv)  below  will  apply.   Notwithstanding  the
      foregoing  provisions of this Article 13.3(iii), in the case of a payment
      default, the provisions of Article 13.3(iv) below shall apply without any
      obligation  to   meet  to  discuss  remedies  pursuant  to  this  Article
      13.3(iii).

            (iv)  Subject  to  the  terms  hereof,  upon  the occurrence of any
      Material  Default  by Organon, Pfizer may, upon ninety  (90)  days  prior
      notice, terminate this  Agreement,  provided,  however, that in case of a
      default of a payment obligation such notice will  lapse without effect if
      Organon cures such default within thirty (30) days  after receipt of such
      notice.   Pfizer may give the notice specified in this  Article  13.3(iv)
      concurrently with the notice specified in Article 13.3(iii) and shall not
      give the notice  specified in this Article 13.3(iv) later than sixty (60)
      days after the date of the notice specified in Article 13.3(iii).

            (v)   Notwithstanding  Organon's  right of termination described in
      this  Article 13.3, Organon acknowledges that  it  shall  have  no  claim
      whatsoever against Pfizer under this Agreement, and no right to terminate
      this Agreement,  for  any  breach  or  alleged  breach  by  Pfizer of the
      Alliance  Agreements  other  than  this Agreement, and that, under  those
      circumstances, this Agreement shall  remain  in  full  force  and  effect
      according to its terms.

      13.4 Change in Control.  Organon may terminate  this Agreement by written
notice to Pfizer in the event of a Change in Control of Pfizer, or in the event
that Pfizer  assigns  this  Agreement  to a Third Party in violation of Article
16.5 below. Pfizer may terminate this Agreement by written notice to Organon in
the event of a Change in  Control  of  Organon,  or in the event  that  Organon
assigns this Agreement to a Third Party in violation of Article 16.5 below.

      13.5 Pfizer Termination Rights.

            (i)   [CONFIDENTIAL  INFORMATION  HAS  BEEN  OMITTED  AND FURNISHED
      SEPARATELY  TO  THE  SECURITIES  AND  EXCHANGE  COMMISSION]   Pfizer  may
      terminate this Agreement in its entirety as follows:

                  (a) [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED
            SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] If during the
            three (3) year period commencing with the second anniversary of the
            Launch  of  the   Product  in  the  US   Territory,   [CONFIDENTIAL
            INFORMATION  HAS  BEEN  OMITTED  AND  FURNISHED  SEPARATELY  TO THE
            SECURITIES AND EXCHANGE  COMMISSION]  then Pfizer may elect, at any
            time  within  120 days  following  determination  of  [CONFIDENTIAL
            INFORMATION  HAS  BEEN  OMITTED  AND  FURNISHED  SEPARATELY  TO THE
            SECURITIES AND EXCHANGE  COMMISSION] to terminate this Agreement in
            its  entirety  upon one  hundred  and eighty  (180) days  notice to
            Organon; or


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<PAGE>


                  (b) [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED
            SEPARATELY TO THE  SECURITIES AND EXCHANGE  COMMISSION]  Pfizer may
            terminate  this  Agreement  in its  entirety by giving  Organon one
            hundred and eighty (180) days prior written notice at any time, but
            in no event  later  than  twenty  (20) days  after the  earlier  of
            receipt of (x) an approvable  letter in respect of the Product from
            the FDA,  and (y)  Regulatory  Approval  of the  Product  in the US
            Territory,  in  the  event  that  Pfizer,  in the  exercise  of its
            reasonable  judgment based on the data and results from the Product
            Studies under the  Development  Plan,  concludes in good faith that
            [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
            TO THE SECURITIES AND EXCHANGE  COMMISSION] will not be, or has not
            been, as applicable, achieved at the time of such approvable letter
            or Regulatory Approval (and in connection with any such termination
            pursuant   to   this   Article   13.5(i)(b),   Pfizer   agrees   to
            contemporaneously  provide  Organon  with a written  summary of the
            reasons for its conclusion); or

                  (c) [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED
            SEPARATELY TO THE  SECURITIES AND EXCHANGE  COMMISSION]  Pfizer may
            terminate  this  Agreement  in its  entirety by giving  Organon one
            hundred  and eighty  (180) days prior  written  notice in the event
            that within  thirty  (30) days  following  Pfizer's  receipt of the
            [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
            TO THE SECURITIES AND EXCHANGE COMMISSION]

            (ii)  Termination for [CONFIDENTIAL INFORMATION  HAS  BEEN  OMITTED
      AND  FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]  and
      [CONFIDENTIAL  INFORMATION  HAS  BEEN OMITTED AND FURNISHED SEPARATELY TO
      THE SECURITIES AND EXCHANGE COMMISSION];  at  Will.  Pfizer may terminate
      this Agreement as follows:

                  (a) [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED
            SEPARATELY TO THE  SECURITIES AND EXCHANGE  COMMISSION]  Pfizer may
            terminate  this  Agreement in its entirety by giving Organon ninety
            (90) days prior  written  notice in the event that,  within  thirty
            (30) days  following  (x)  Pfizer's  receipt  of the  [CONFIDENTIAL
            INFORMATION  HAS  BEEN  OMITTED  AND  FURNISHED  SEPARATELY  TO THE
            SECURITIES AND EXCHANGE  COMMISSION] or (y) Pfizer's  [CONFIDENTIAL
            INFORMATION  HAS  BEEN  OMITTED  AND  FURNISHED  SEPARATELY  TO THE
            SECURITIES   AND  EXCHANGE   COMMISSION]   engaged  by  Organon  in
            connection with each of [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED
            AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]
            as applicable,  the results of any of the foregoing studies fail to
            satisfy the  endpoints  described in Schedule  1.2, with respect to
            the  [CONFIDENTIAL  INFORMATION  HAS  BEEN  OMITTED  AND  FURNISHED
            SEPARATELY  TO THE  SECURITIES  AND  EXCHANGE  COMMISSION],  or the
            endpoints  described  in  Schedule  13.5(ii)(a),  with  respect  to
            [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
            TO THE SECURITIES AND EXCHANGE COMMISSION] or

                  (b) At Will.  Pfizer  may  terminate  this  Agreement  in its
            entirety  upon (x)  twelve  (12)  months  prior  written  notice to
            Organon from Pfizer of termination  of this  Agreement  pursuant to
            this Article 13.5(ii)(b) if such notice is given prior to the first
            Launch of a Product in the US Territory,  (y) nine (9) months prior
            written  notice  to  Organon  from  Pfizer of  termination  of this
            Agreement  pursuant to this Article  13.5(ii)(b)  if such notice is
            given  prior to the  third  anniversary  of the  first  Launch of a
            Product in the US  Territory  or (z) six (6) months  prior  written
            notice to Organon  from  Pfizer of  termination  of this  Agreement
            pursuant to this Article 13.5(ii)(b) if such notice is given


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<PAGE>


            after the third anniversary of the first Launch of a Product in the
            US  Territory.  Pfizer shall be entitled to submit the above notice
            from  time to time in its  absolute  and sole  discretion.  Without
            limiting the foregoing:

                        (1) if  the  effective date of termination  pursuant to
                  this Article 13.5(ii)(b)  is expected to fall after the first
                  Launch of the Product in the  US  Territory  but prior to the
                  first anniversary of such Launch, then Organon  may,  at  its
                  option, on written notice to Pfizer given no more than thirty
                  (30)  days  after the date of Pfizer's notice of termination,
                  (A)  shorten  the  applicable  notice  period  so  that  this
                  Agreement terminates  one  (1) month prior to such Launch; or
                  (B)  extend  the  notice  period   so   that  this  Agreement
                  terminates on the first anniversary of such Launch; and

                        (2) if  the  effective date of termination  pursuant to
                  this Article 13.5(ii)(b)  is  expected  to  fall prior to the
                  first Launch of the Product in the US Territory, then Organon
                  may, at its option, on written notice to Pfizer given no more
                  than  thirty (30) days after the date of Pfizer's  notice  of
                  termination, extend the effective date of such termination by
                  an  additional   one  hundred  and  eighty  (180)  days  (the
                  "Additional Notice  Period"),  during  which time Pfizer will
                  continue its role in connection with the clinical development
                  of the Product in the same manner as it  was  conducting such
                  clinical development activities prior to giving  such  notice
                  of  termination, and will continue to be responsible for  its
                  share of any Development Costs incurred or accrued during the
                  Additional Notice Period related to such clinical development
                  activities  applicable  pursuant to Article 4.4 and with such
                  cost sharing percentage in  effect  at  the  time of Pfizer's
                  notice  of termination (the "Additional Development  Costs"),
                  but Pfizer  will  be relieved of all of its other obligations
                  (including payment obligations) under this Agreement.  Pfizer
                  will  provide  Organon  with  a  report  setting  forth  such
                  Additional Development Costs within sixty (60) days after the
                  end of the Additional Notice Period.

      13.1 Bankruptcy.  Each  Party may, in  addition  to  any  other  remedies
available to it by law or in equity,  exercise  the  rights  set forth below by
written notice to the other Party, which in the case of Organon, shall refer to
the  Organon  Group  (the "Insolvent Party"), in the event the Insolvent  Party
shall  have  become insolvent  or  bankrupt,  or  shall  have  made  a  general
assignment for the benefit of its creditors, or there shall have been appointed
a trustee or receiver  of  the Insolvent Party or for all or a substantial part
of its property, or any case  or  proceeding shall have been commenced or other
action  taken  by  or against the Insolvent  Party  in  bankruptcy  or  seeking
reorganization, liquidation,  dissolution,  winding-up arrangement, composition
or  readjustment  of  its  debts  or  any other relief  under  any  bankruptcy,
insolvency, reorganization or other similar  act or law of any jurisdiction now
or hereafter in effect, and any such event shall  have continued for sixty (60)
days undismissed, unbonded and undischarged.  All rights  and  licenses granted
under  or  pursuant  to  this  Agreement  by Organon and Pfizer are, and  shall
otherwise  be  deemed  to  be,  for purposes of  Article  365(n)  of  the  U.S.
Bankruptcy Code, licenses of rights to "intellectual property" as defined under
Article 101 of the U.S. Bankruptcy Code.  The Parties agree that the Parties as
licensees  of such rights under this  Agreement  shall  retain  and  may  fully
exercise all of their rights and elections under the U.S. Bankruptcy Code.  The
Parties further  agree  that,  in the event of the commencement of a bankruptcy
proceeding by or against either Party under the U.S. Bankruptcy Code, the other
Party shall be entitled to a complete  duplicate  of (or complete access to, as
appropriate)  any  such  intellectual  property  and all  embodiments  of  such
intellectual property, and same, if not already in  their  possession, shall be
promptly  delivered  to  it  (i)  upon  any  such commencement of a  bankruptcy
proceeding upon its written request therefore, unless the Party subject to such
proceeding  elects to continue to perform all of  its  obligations  under  this
Agreement or  (ii) if not delivered under (i) above, upon the rejection of this
Agreement by or  on behalf of the Party subject to such proceeding upon written
request therefore by the other Party.


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<PAGE>


      13.7 Termination Upon HSR Denial or Failure to Satisfy  Conditions.  This
Agreement may be terminated by either Party, effective upon notice to the other
Party,  if the HSR  Clearance  Date shall not have  occurred on or prior to the
date 180 days after the Parties make their  respective HSR Filings  pursuant to
the terms and conditions of this Agreement.

      13.8 Rights of Pfizer and Organon Upon  Expiration.  Subject to the other
terms and conditions herein,

            (i)   Upon the expiration of all of Pfizer's payment obligations to
      Organon under Article 9.2  of  this  Agreement  in  a  particular  Pfizer
      Exclusive  Country,  or upon the expiration of the Term in a Co-Marketing
      Country, Pfizer shall  have  a  fully paid-up non-exclusive license under
      the  Organon  Patent  Rights,  Organon   Technical  Information  and  the
      Trademarks,  and  under  Organon's rights in  Collaboration  Intellectual
      Property solely to make, have  made, sell, offer for sale, use and import
      the  Product  in  each  such Pfizer  Exclusive  Country  or  Co-Marketing
      Country; and

            (ii)  Upon the expiration  of  all of Organon's payment obligations
      to  Pfizer  under  Article  9.1 of this Agreement  in  a  particular  Co-
      Promotion  Country, Organon shall  have  a  fully  paid-up  non-exclusive
      license under  the Pfizer Patent Rights and Pfizer Technical Information,
      and under Pfizer's  rights  in Collaboration Intellectual Property solely
      to make, have made, sell, offer  for  sale, use and import the Product in
      each such Co-Promotion Country.

            (iii) Upon the expiration of all  of  Organon's payment obligations
      to  Pfizer  under  Article  9.1 of this Agreement  in  a  particular  Co-
      Promotion  Country,  Pfizer shall  have  a  fully  paid-up  non-exclusive
      license  under  the  Organon   Patent   Rights   and   Organon  Technical
      Information,  and  under  Organon's rights in Collaboration  Intellectual
      Property, solely to make, have made, sell, offer for sale, use and import
      the Product in each such Co-Promotion Country.

      13.9 Residual Royalty.  Subject to the other terms and conditions herein,
upon termination of this Agreement:

            (i)   by Organon pursuant to Article 13.3(ii) (Material Default) or
      by Pfizer pursuant to Article 13.5(ii)(a)  [CONFIDENTIAL  INFORMATION HAS
      BEEN  OMITTED  AND  FURNISHED  SEPARATELY TO THE SECURITIES AND  EXCHANGE
      COMMISSION] Pfizer shall [CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND
      FURNISHED  SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]  royalty
      regarding Net  Sales  of  the  Product  in  any  Country during the Post-
      Termination Period described below;

            (ii)  by Pfizer pursuant to Article 13.5(ii)(b)  (At  Will), Pfizer
      shall [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
      TO   THE   SECURITIES   AND   EXCHANGE   COMMISSION]   royalty  regarding
      [CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED  SEPARATELY  TO
      THE SECURITIES AND  EXCHANGE  COMMISSION] of the Product during the Post-
      Termination Period described below, provided, however, that, within sixty
      (60) days of the first Launch of  the  Product in a Major Market Country,
      Organon shall [CONFIDENTIAL INFORMATION  HAS  BEEN  OMITTED AND FURNISHED
      SEPARATELY  TO  THE SECURITIES AND EXCHANGE COMMISSION]  Pfizer  for  any
      [CONFIDENTIAL INFORMATION  HAS  BEEN  OMITTED AND FURNISHED SEPARATELY TO
      THE SECURITIES AND EXCHANGE COMMISSION]

            (iii) by Pfizer pursuant to Article  13.3(iv)  (Material  Default),
      Organon shall pay Pfizer a royalty equal to [CONFIDENTIAL INFORMATION HAS
      BEEN  OMITTED  AND  FURNISHED  SEPARATELY  TO THE SECURITIES AND EXCHANGE
      COMMISSION]  ([CONFIDENTIAL


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<PAGE>


      INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO THE SECURITIES
      AND  EXCHANGE  COMMISSION]%)  percent of Net Sales of the Product in each
      Country in the Territory as provided  herein during the  Post-Termination
      Period described below;

            (iv)  by  Pfizer  pursuant  to  Article   13.5(i)(a)  [CONFIDENTIAL
      INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY  TO  THE SECURITIES
      AND EXCHANGE COMMISSION] Organon shall pay Pfizer a royalty  with respect
      to Net Sales of the Product in each Country in the Territory as  provided
      herein  during  the  Post-Termination  Period described below as follows:
      (A) [CONFIDENTIAL INFORMATION HAS BEEN OMITTED  AND  FURNISHED SEPARATELY
      TO THE SECURITIES AND EXCHANGE COMMISSION] ([CONFIDENTIAL INFORMATION HAS
      BEEN  OMITTED  AND  FURNISHED SEPARATELY TO THE SECURITIES  AND  EXCHANGE
      COMMISSION]%) percent  of the aggregate of the Net Sales in all Countries
      up to [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
      TO  THE  SECURITIES  AND  EXCHANGE  COMMISSION]  dollars  ($[CONFIDENTIAL
      INFORMATION HAS BEEN OMITTED  AND  FURNISHED SEPARATELY TO THE SECURITIES
      AND EXCHANGE COMMISSION]) for the initial  12-month  period commencing on
      the effective date of termination pursuant to Article  13.5(i)(a) and for
      each  12-month  period thereafter, and (B) [CONFIDENTIAL INFORMATION  HAS
      BEEN OMITTED AND  FURNISHED  SEPARATELY  TO  THE  SECURITIES AND EXCHANGE
      COMMISSION]  ([CONFIDENTIAL  INFORMATION HAS BEEN OMITTED  AND  FURNISHED
      SEPARATELY TO THE SECURITIES AND  EXCHANGE  COMMISSION]%)  percent of the
      aggregate  of  Net  Sales  in  all  Countries  in excess of [CONFIDENTIAL
      INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY  TO  THE SECURITIES
      AND  EXCHANGE  COMMISSION] dollars ($[CONFIDENTIAL INFORMATION  HAS  BEEN
      OMITTED  AND  FURNISHED   SEPARATELY   TO  THE  SECURITIES  AND  EXCHANGE
      COMMISSION]) for the initial 12-month period  commencing on the effective
      date of termination pursuant to Article 13.5(i)(a)  and for each 12-month
      period thereafter; and

            (v)  by  Pfizer  pursuant  to  Article   13.5(i)(b)   ([CONFIDENTIAL
      INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO THE  SECURITIES
      AND EXCHANGE COMMISSION]) or pursuant to Article [CONFIDENTIAL INFORMATION
      HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO THE  SECURITIES AND EXCHANGE
      COMMISSION]  Organon  shall pay  Pfizer a royalty  equal to  [CONFIDENTIAL
      INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO THE  SECURITIES
      AND EXCHANGE COMMISSION]%)  [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
      FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] percent of
      Net Sales of the  Product in each  Country in the  Territory  as  provided
      herein  during the  Post-Termination  Period  described  below,  provided,
      however,  that,  such royalty  shall  terminate  when the aggregate of all
      royalty  payments  made by  Organon  to Pfizer  pursuant  to this  Article
      13.9(iv) equals the sum of all Development  Costs and Marketing Costs paid
      or accrued by Pfizer pursuant to this  Agreement,  and all amounts paid or
      accrued by Pfizer under Production  Agreements (other than amounts paid or
      accrued in connection  with  improvements  or expansions in  manufacturing
      facilities owned by Pfizer or its Affiliates),  in all cases together with
      interest  which  shall  accrue  thereon  at  the  rate  of   [CONFIDENTIAL
      INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO THE  SECURITIES
      AND  EXCHANGE  COMMISSION]  percent  ([CONFIDENTIAL  INFORMATION  HAS BEEN
      OMITTED  AND  FURNISHED   SEPARATELY  TO  THE   SECURITIES   AND  EXCHANGE
      COMMISSION]%) per annum, compounded quarterly, from the date such payments
      were made or costs were incurred until the effective date of termination.

      The Parties understand and agree that all payments  by  Organon to Pfizer
      of the royalties required under this Article 13:  (x) shall be calculated
      and made in accordance with the procedures set forth in this  Article  13
      and  Article 9 as if this Agreement had not otherwise terminated, and (y)
      shall  be  calculated  and  apply, on a Country-by-Country basis, in each
      Country  of the Territory for  the  period  ("Post-Termination  Period"),
      subject to  the  limitation  set forth in Article 13.9(iv), commencing on
      the effective date of termination  and ending on the later of (A) fifteen
      (15) years following Launch of the Product  in such Country, and (B) such
      date  the  Product is no longer


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<PAGE>


      embraced  within any Valid  Claim  under  Organon  Patent  Rights in such
      Country (assuming all of the defined terms and related provisions used in
      this clause (y) survived  termination of this  Agreement);  and (z) shall
      remain  due  and  owing   without   regard  to  the   expiration  of  the
      Post-Termination Period referred to in clause (y) of this sentence.

      13.10 Survival of Rights and Obligations  upon Termination or Expiration.
Upon expiration or termination of this Agreement, the rights and obligations of
the Parties hereunder shall cease, except as follows:

            (i)   The obligations  set  forth  in  Article 14 (Confidentiality)
      shall survive for the period provided therein;

            (ii)  The  obligations  set  forth  in  Article   11  (Intellectual
      Property),  Article  12  (Claims), Article 13 (Term and Termination)  and
      Article 15 (Dispute Resolution) shall survive without limitation.

            (iii) The Parties shall not be relieved of any obligations accruing
      prior to such applicable expiration  or  termination under this Agreement
      (including without limitation all payment obligations which relate to all
      periods on or prior to such expiration or termination), other than as set
      forth in Article 8; and

            (iv)  The terminated Party under this Article 13 shall be obligated
      to pay any amounts otherwise reimbursable or due to the other Party under
      this Agreement in accordance with the terms  hereof,  including,  without
      limitation,  pursuant to the then most current, as applicable Development
      Plan or Global  Marketing  Plan, but only to the extent such amounts were
      actually incurred or accrued  by  either  Party  under  any  Third  Party
      contract  arising  in  accordance  with  the  terms  of  such Third Party
      contract prior to the date of the notice of termination.   The terminated
      Party under this Article 13 shall, at the other Party's expense,  use its
      reasonable  efforts  to  assist  in  the  transition of any activities or
      obligations which were being performed by such  Party  to the other Party
      or its designee.

            (v)   Upon  termination  of  this  Agreement by Pfizer  pursuant  to
      Article 13.3, 13.4 or 13.5, the license and the other rights granted to it
      under this Agreement shall terminate and it shall have no further right to
      develop, use, sell, offer for sale, import  and  have imported Products in
      the  Territory.   In  such case, where applicable the  Regulatory  Filings
      and/or Regulatory Approvals  shall be assigned and transferred promptly by
      Pfizer to Organon or any other  party designated by Organon. This transfer
      upon termination shall be arranged  promptly,  but in any event within one
      hundred and eighty (180) days after termination.

            (vi)  Upon termination of this Agreement,  Pfizer  shall assign, and
      Organon shall accept assignment of, all of Pfizer's rights and obligations
      under any tolling or similar agreement between Pfizer or its Affiliate and
      [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE
      SECURITIES  AND  EXCHANGE  COMMISSION]  or  its  Affiliate, regarding  the
      manufacture  of the Product, and Organon shall purchase  from  Pfizer,  at
      Pfizer's book  value,  any  equipment  or other similar items purchased by
      Pfizer directly in connection with Pfizer's or its Affiliate's obligations
      under  the  Production Agreements installed  and  primarily  used  in  the
      manufacture of the Compound and/or Product.

      13.11 Consequences of a Change in Control.

            (i)   (a)   If at any time during any Term of this Agreement, there
      shall occur a Change  in  Control  with  respect to Organon, then, within
      forty-five (45) days after the closing or  other  effective  date of such
      event Pfizer may by written notice delivered to Organon elect  to cause a
      valuation of the entire interests, rights and obligations of Pfizer under
      this  Agreement  but


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<PAGE>


      excluding in all cases the Excepted  Rights (the "Pfizer  Interest")  and
      the entire  interests,  rights  and  obligations  of  Organon  under this
      Agreement  but  excluding in all cases the Excepted  Rights (the "Organon
      Interest")  under the  provisions of this Article  13.11.  Within 15 days
      following such  valuation,  Pfizer shall make the further  election to do
      any of the  following:  (1)  sell  to  Organon  the  Pfizer  Interest  in
      accordance with Article  13.11(ii),  or (2) purchase the Organon Interest
      in accordance with Article 13.11(ii),  or (3) elect not to terminate this
      Agreement (in which case,  from and after the closing or other  effective
      date of the Change in Control,  Pfizer  shall have final  decision-making
      authority  for all  Consensus  Matters  with  respect  to  manufacturing,
      Product  positioning  and,  prior  to first  filing  an  application  for
      Regulatory Approval in a Major Market Country, regulatory matters) or (4)
      terminate this Agreement in accordance with Article 13.4.

                  (b)  If  at any time during the Term of this Agreement, there
      shall occur a Change in  Control  with  respect  to  Pfizer,  then within
      forty-five  (45) days after the closing or other effective date  of  such
      event Organon  may by written notice delivered to Pfizer elect to cause a
      valuation of the entire interests, rights and obligations of the "Organon
      Interest"  and the  Pfizer  Interest  under  the  provisions  of  Article
      13.11(ii).   Within  15 days following such valuation, Organon shall make
      the further election to  do any of the following:  (1) sell to Pfizer the
      Organon Interest in accordance with Article 13.11(ii) or (2) purchase the
      Pfizer Interest in accordance  with Article 13.11(ii) or (3) elect not to
      terminate this Agreement (in which  case,  from  and after the closing or
      other effective date of the Change in Control, Organon  shall  have final
      decision-making  authority  for  all  Consensus  Matters with respect  to
      manufacturing,  Product  positioning  and,  prior  to  first   filing  an
      application for Regulatory Approval in a Major Market Country, regulatory
      matters) or (4) terminate this Agreement in accordance with Article 13.4.

            (ii)  (a)   The price (the "Organon Price" and the "Pfizer  Price",
      respectively) to be  paid  to purchase the Organon Interest or the Pfizer
      Interest, as the case may be, under this Agreement, shall be conclusively
      determined by two internationally  recognized  investment  banking firms,
      one of which shall be retained and paid by Organon and one of which shall
      be retained and paid by Pfizer; provided that, if either Party  fails  to
      deliver  notice  to  the  other  Party  of its selection of an investment
      banking firm within twenty (20) days after notice by the other Party that
      it has selected an investment banking firm  (which  notice shall identify
      such firm), the determination shall be rendered by the  single investment
      banking  firm  so  selected  (whose  fees, in such case, shall  be  borne
      equally by the Parties).  Organon and  Pfizer  shall promptly notify each
      other of its respective selection.  The investment banking firms selected
      in  accordance  with  the  foregoing procedure shall  each  independently
      determine the fair market value  of  the  Organon Interest and the Pfizer
      Interest  as  contained in written reports prepared  in  accordance  with
      Article 13.11 and  shall  submit  their  determinations  of such value to
      Organon  and Pfizer within thirty (30) days after their selection,  which
      value shall  be  an  amount  that,  on  the  basis  of  market  and other
      conditions  prevailing at such time, could reasonably be expected  to  be
      paid therefor  by  a Third Party in an arm's-length transaction, assuming
      that the buyer and seller  are  under  no  compulsion  to buy or sell; it
      being further understood and agreed that the Organon Price and the Pfizer
      Price shall be the same except for differences resulting from the ability
      of Pfizer to commercialize the Product in Pfizer Exclusive  Countries and
      resulting from the ability of Organon to commercialize the Product in the
      Organon Exclusive Countries .

                  (b)  The Organon Price or the Pfizer Price, as the  case  may
      be,  shall  be the amount equal to the sum of such fair market values for
      the Organon Interest  or the Pfizer Interest, respectively, determined by
      each investment banking firm divided by two (2) or if only one investment
      banking firm is involved  as  contemplated  above,  such  individual fair
      market  values,  except  that  if there is more than a ten percent  (10%)
      difference between such values for  either  the  Organon  Interest or the
      Pfizer Interest, as applicable, a third investment banking firm (which is
      independent  of  both  Organon  and  Pfizer and has not been retained  by
      either  Pfizer  or Organon or any of their  respective  Affiliates  as  a
      financial advisor  within  the two (2) prior years) selected by the first
      two investment banking firms  shall  determine  such fair market value by
      selecting  one  (but  only  one  (1))  of  the  two (2) pairs  of  values
      previously determined by the first two investment


                                       76

<PAGE>


      banking firms pursuant to this Article 13.11(ii).  The cost of such third
      investment  banking firm shall be borne  one-half by Organon and one-half
      by Pfizer.

            (iii) Any purchase  and  sale  of  an  Organon  Interest  or Pfizer
      Interest  pursuant  to  this Article 13.11 shall be transferred free  and
      clear of all liens and other  encumbrances  and  shall  be consummated at
      closing at the principal offices of Pfizer, in the case of an event under
      Article  13.11(i)(a), or Organon, in the case of an event  under  Article
      13.11(i)(b),  on a business day within forty-five (45) days following the
      last determination of the Organon Price and the Pfizer Price, as the case
      may be, and upon  at  least  5  business  days' prior notice by Pfizer or
      Organon,  as  the  case may be, to the other Party;  provided  that  such
      period shall be extended for ninety (90) additional days, or such shorter
      period of time, as shall  be  necessary  in  order  to  obtain  requisite
      governmental  or  regulatory  approvals with respect to such transaction.
      At such closing, the buying Party shall pay the selling Party the Organon
      Price or the Pfizer Price, as the  case  may  be,  by  wire  transfer  of
      immediately available funds.

            (iv)  Upon  the  closing  of  the transactions contemplated by this
      Article  13.11,  the  Parties  shall use  their  respective  commercially
      reasonable efforts to perform such  matters   and  to  execute such other
      documents  as  are necessary to transfer all of the Organon  Interest  or
      Pfizer Interest, as the case may be, to (x)  the buying Party in order to
      ensure that the  buying  Party or its designee shall be able to enjoy the
      benefits contemplated by this  Agreement,  and  (y)  the selling Party in
      order  to  release  the  selling  Party  from all obligations  under  the
      Agreement effective as of the time of such  sale (other than with respect
      to any obligations under this Agreement then due and owing and other than
      with respect to all obligations, whether or not  due  and owing, pursuant
      to  Article  12,  all  of which shall remain obligations of  the  selling
      Party).  Pfizer agrees that,  if it is the buyer of the Organon Interest,
      Pfizer  shall not for a period of  eighteen  months  following  any  such
      purchase  terminate any of the manufacturing activities for which Organon
      has contracted  Diosynth  to  perform in accordance with the terms of the
      Alliance Agreements.   As used herein, "Excepted Rights" means any rights
      of  any  of  the  Parties  to  receive   payments  under  this  Agreement
      immediately prior to the date of any closing contemplated by this Article
      13.11  and shall, in all events, exclude all  intellectual  property  and
      other rights  which  relate  to Geodon and any changes to or improvements
      thereon.

      13.12  Standstill.  Pfizer  hereby  agrees  that,  during the  Standstill
Period,  unless  the  restrictions  set forth in this  Article  13.12 have been
specifically  waived in writing by Organon,  Pfizer  shall not (and shall cause
its direct and indirect subsidiaries not to):

            (i)   acquire or agree or make any public  announcement to acquire,
      directly  or indirectly, by purchase or otherwise,  ownership  (including
      beneficial  ownership)  of  (a)  more  than  five  (5%)  percent  of  the
      outstanding voting securities, or direct or indirect rights or options to
      acquire more than five (5%) percent of the outstanding voting securities,
      of  Organon  or  any successor, or (b) more than five (5%) percent of the
      outstanding voting securities, or direct or indirect rights or options to
      acquire more than five (5%) percent of the outstanding voting securities,
      of  Akzo Nobel N.V.  for  so  long  as  Akzo  Nobel  N.V.  is a Parent of
      Organon, or (c) all or substantially all of the assets of Organon  or any
      successor  (other  than  with respect to the matters contemplated by this
      Agreement); or

            (ii)  engage  in  any   "solicitation"  (as  soliciting  party)  of
      "proxies" (as such terms are used  in  the  proxy rules of the Securities
      and Exchange Commission) or consent to vote any voting securities of Akzo
      Nobel N.V. or, commencing at such time as Akzo  Nobel  N.V.  is no longer
      the Parent of Organon, Organon or any successor; or

            (iii) submit   a  proposal  for,  or  offer  of  (with  or  without
      conditions), any extraordinary transaction involving all or substantially
      all of the assets of Organon or Akzo Nobel N.V., other


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<PAGE>


      than pursuant to a confidential  communication to management or the Board
      of Management of Akzo Nobel N.V.; or

            (iv)  make  a  public  announcement  with respect  to  any  of  the
      foregoing; or


            (v)   form, join or in any way participate in a "group" (as defined
      under the 1934 Act) with respect to any acquisition by any such person of
      securities of Organon or enter into any discussions  or arrangements with
      any Third Party with respect to any of the foregoing prohibited matters.


            (vi)  Notwithstanding  the  foregoing  provisions of  this  Article
      13.12, neither Pfizer nor any of its Affiliates will be subject to any of
      the restrictions set forth above in this Article  13.12:   (a) if Organon
      or  Akzo  Nobel N.V. announces publicly that it is seeking any  purchaser
      for a controlling  interest  in  its business or enters into negotiations
      for the sale of such controlling interest which negotiations are publicly
      announced, or (b) if it is publicly  announced that (1) another person or
      group  has offered or proposed to acquire,  directly  or  indirectly,  by
      purchase, tender offer, merger, consolidation or otherwise, a controlling
      interest  in  Organon  or  Akzo  Nobel  N.V.  or,  alternatively,  assets
      representing  at  least thirty (30%) percent of the market capitalization
      of Akzo Nobel N.V.  or  Organon,  or  (2)  that Akzo Nobel or Organon has
      entered into an agreement in principle or definitive  agreement providing
      for a transaction described in the immediately preceding  clause  (1), or
      (c)  if  a  party  unaffiliated  with Akzo Nobel N.V. shall have publicly
      announced an intention to seek a change of control of the governing board
      of Akzo Nobel N.V through the solicitation  of  proxies  or otherwise, or
      (d)  with respect to the matters described in the last sentence  of  this
      Article  13.12,  or  (e) with respect to any acquisition of any assets or
      securities of Organon  or any Parent, as debtor, in a transaction subject
      to  the  approval  of the United  States  Bankruptcy  Court  pursuant  to
      proceedings under the  United States Bankruptcy Code, or (f) with respect
      to matters  required or  permitted by this Agreement. For the purposes of
      this Article the term "controlling  interest"  shall mean the possession,
      through ownership of voting securities or otherwise,  of  the  ability to
      direct  the  management  and affairs of Akzo Nobel N.V. or Organon,  and,
      without limitation, shall  be  conclusively presumed to be present in the
      case of the direct or indirect ownership  of  a  majority  of  the voting
      securities  and/or  equity  interests  of Akzo Nobel N.V. or Organon,  as
      applicable, without precluding the existence  of  control  in the case of
      the ownership of a lesser amount of such securities.


            (vii) Notwithstanding  anything  to the contrary contained  herein,
      the prohibitions set forth in this Article  13.12  shall not apply to (a)
      any investment in any securities of Organon or Akzo  Nobel  N.V. by or on
      behalf  of  any  pension  or  employee  benefit  plan or trust, including
      without  limitation  (1)  any direct or indirect interests  in  portfolio
      securities held by an investment  company registered under the Investment
      Company  Act  of  1940,  as  amended,  or  (2)  interests  in  securities
      comprising part of a mutual fund or broad  based,  publicly traded market
      basket or index of stocks approved for such a plan or trust in which such
      plan or trust invests; or (b) securities of Organon  or  Akzo  Nobel N.V.
      held by a Person acquired by Pfizer on the date such Person first entered
      into an agreement to be acquired by Pfizer or acquired after such  Person
      was  acquired  by Pfizer pursuant to an agreement requiring (but only  to
      the extent requiring)  such  Person  to  acquire  such  securities, which
      agreement  was  in effect on the date such Person first entered  into  an
      agreement to be acquired  by  Pfizer,  or  (c)  any  sale  by  Pfizer  of
      securities in a tender or exchange offer initiated by a Person other than
      Pfizer  and/or any vote securities owned by it in favor of or against any
      such sale.


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<PAGE>


                                  ARTICLE 14


                                CONFIDENTIALITY




      14.1 Treatment of Confidential Information.  Subject to the provisions of
Article 11, and  further  subject to the terms of this  Article 14,  during the
Term and for a period of five (5) years  thereafter,  each of the Parties shall
maintain Confidential  Information of the other Party in confidence,  and shall
not disclose, divulge or otherwise communicate such Confidential Information to
others (except for agents and advisors under obligations of confidentiality) or
use it  for  any  purpose  other  than  in  connection  with  the  development,
manufacture, marketing, promotion, distribution or sale of the Product or Xanax
and any  improvements  or changes  thereto,  or as otherwise  permitted in this
Agreement and the other Alliance Agreements,  and each Party agrees to exercise
reasonable efforts to prevent and restrain the unauthorized  disclosure of such
Confidential  Information  by  any  of  its  directors,   officers,  employees,
consultants,  subcontractors,  licensees or agents,  which  reasonable  efforts
shall  be at  least  as  diligent  as  those  generally  used by such  Party in
protecting its own confidential and proprietary information.

      14.2 Right to  Disclose.  To the  extent it is  reasonably  necessary  or
appropriate  to fulfill  its  obligations  or  exercise  its rights  under this
Agreement or any rights which survive termination or expiration hereof, each of
the Parties may consistent with its obligations  under the Alliance  Agreements
disclose  Confidential  Information  to its  Affiliates,  consultants,  outside
contractors,  clinical  investigators  or other Third Parties on a need to know
basis and on the condition that such entities or persons agree in writing:

            (i)   to  keep  the Confidential Information confidential  for  the
      same time periods and to  a  comparable extent as the disclosing Party is
      required to keep the Confidential Information confidential; and

            (ii)  to use the Confidential Information only for such purposes as
      the disclosing Party is entitled to use the Confidential Information.

      14.3 Required Disclosures.

            (i)   To the extent, if  any,  that a Party concludes in good faith
      that it is required to file or register  this  Agreement  (or  any  other
      Alliance  Agreement)  or  a  notification  thereof  with any Governmental
      Authority,  including without limitation the US Securities  and  Exchange
      Commission, or  the  US  Federal  Trade  Commission,  in  accordance with
      applicable  Laws, such Party may do so.  The other Party shall  cooperate
      in such filing or notification and shall execute all documents reasonably
      required in connection  therewith.   In  such situation, the Parties will
      request  and  will use their reasonable efforts  to  obtain  confidential
      treatment of all  proprietary and other commercially-sensitive provisions
      of the Agreement (or other Alliance Agreement, as applicable), all to the
      extent permitted by Law.  The Parties shall promptly inform each other as
      to  the  activities or  inquiries  of  any  such  Governmental  Authority
      relating to  the  Alliance  Agreements, and shall cooperate to respond to
      any request for further information therefrom.

            (ii)  Each Party or its  Affiliates  may disclose such Confidential
      Information  to  Governmental  Authorities  to  the   extent   that  such
      disclosure (a) is reasonably necessary to obtain Regulatory Approvals; or
      (b)  is  otherwise legally required.  Without limiting the generality  of
      the foregoing  and  notwithstanding  anything in this Agreement or in any
      other  agreement  to  the  contrary,  each   Party  (and  each  employee,
      representative, or other agent of each Party)  may  (but  is not required
      to) disclose to any and all persons, without limitation of  any kind, the
      tax treatment and tax structure of the transaction contemplated  by  this
      Agreement  and  the  other  agreements  and instruments to be executed in
      connection  herewith,  as  of  the earlier of  (x)  the  date  of  public


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<PAGE>


      announcement of discussions relating  to the transactions contemplated by
      this Agreement, (y) the date of public announcement of such transactions,
      or (z) the date of the execution of the  agreement  to  enter  into  such
      transactions; provided, however, that such disclosure shall be prohibited
      to  the  extent  required  to comply with any applicable federal or state
      securities laws; and provided further that the confidentiality provisions
      of this agreement and the other  agreements  and  instruments relating to
      the  transactions  between  the  Parties  shall  continue   to  apply  to
      information that is irrelevant to understanding the tax treatment  or tax
      structure of the transactions contemplated hereby and thereby (including,
      without  limitation, the names and other identifying details of any Party
      to this Agreement).   The  preceding  sentences are intended to cause the
      transaction contemplated herein to be treated  as not having been offered
      under  conditions  of  confidentiality for purposes  of  Article  1.6011-
      4(b)(3)  (or  any successor  provision)  of  the  Internal  Revenue  Code
      ("Code") and shall be construed in a manner consistent with such purpose.
      Each Party recognizes  that  the  privilege  each has with respect to the
      confidentiality of the transaction contemplated  by this Agreement or the
      confidentiality   of  a  communication  relating  to  such   transaction,
      including a confidential  communication  with  its  attorney  or  with  a
      federally  authorized tax practitioner under Article 7252 of the Code, is
      not intended to be waived by the foregoing.

      14.4 Return of  Confidential  Information.  Upon any  termination of this
Agreement and the other Alliance  Agreements,  each Party shall promptly return
to the  other  Party  all  written  Confidential  Information,  and all  copies
thereof,  of such other  Party,  except  that each Party may retain one copy of
such  Confidential  Information  solely to discern its  continuing  obligations
under this Article 14.


                                  ARTICLE 15


                              DISPUTE RESOLUTION

      15.1  Governing Law.  The validity, construction  and performance of this
Agreement will be governed by and construed in accordance  with the substantive
laws of the State of New York with regard to principles of conflict of laws.

      15.2  Negotiation.  The  Parties  will  attempt  in good faith to resolve
promptly  any  dispute  arising  out  of  or  relating  to  this  Agreement  by
negotiation. If the matter can not be resolved in the normal course of business
any  interested  Party  may give the  other  Party  written  notice of any such
dispute not  resolved,  after which the dispute will be referred to more senior
executives of both Parties,  who will likewise  attempt to resolve the dispute.
If the dispute has not been resolved by negotiation  within thirty (30) days of
the disputing  Party's  written  notice,  or if the Parties fail to meet within
twenty (20) days as from the date of such  notice,  either Party may commence a
mediation pursuant to Article 15.3 below.

      15.3  Mediation.  If the  dispute has not been  resolved  by  negotiation
within  thirty (30) days of the disputing  Party's  written  notice,  or if the
Parties fail to meet within  twenty (20) days as from such notice,  the Parties
will  attempt  to  settle  the  dispute  by non-  binding  mediation  under the
supervision  of and in  accordance  with the CPR  Model  Mediation  Procedures.
Unless otherwise agreed to by the Parties,  the CPR will appoint an independent
mediator. The language of mediation will be English and the mediation will take
place in New York, New York. If within thirty (30) days of the  commencement of
mediation  in  accordance  with the  above  procedures,  the  Parties  have not
resolved their dispute, then either Party may commence a Proceeding pursuant to
Article 15.4 below.

      15.4  Jurisdiction.  With  respect to any  Proceeding,  each Party hereto
irrevocably (i) subject to the final sentence of this Article 15.4,  agrees and
consents  to be  subject to the  exclusive  jurisdiction  of the United  States
District  Court for the  Southern  District  of New York or any New York  state
court sitting in New York, New York,  United States of America (any such court,
the "New York  Court") and (ii) waives any  objection  which it may have at any
time to the  laying  of venue of any  Proceeding  brought  in any such New York
Court  and  waives  any claim  that  such  Proceeding  has been  brought  in an
inconvenient forum


                                       80

<PAGE>


and further waives the right to object,  with respect to such Proceeding,  that
such Court does not have any jurisdiction over such Party.  Notwithstanding the
foregoing:  (i) each Party  shall be  entitled  to seek  injunctive  relief and
specific performance (including but not limited to any relief or recovery under
any  Alliance  Agreement)  in any  court in the  world,  and (ii) if the  Court
adjudicating  such Proceeding  refuses for any reason to exercise  jurisdiction
over the dispute,  either Party shall be free to bring such  Proceeding  in any
other  Court in New York State as  provided  above and, in the event such other
Court(s)  refuse  for any reason to  exercise  jurisdiction  over the  dispute,
either Party shall be free to bring such Proceeding in any other court. Organon
shall at all times  maintain  an agent for  service  of  process  and any other
documents  in  proceedings  in New York,  New York,  and hereby  designates  CT
Corporation  System, with offices located at 111 Eighth Avenue, 13th Floor, New
York, New York 10011, as its agent.  Organon shall promptly provide Pfizer with
written  notice of any change in the  identity  of such  agent.  Any  pleading,
judgment  or other  notice of legal  process  shall be  sufficiently  served on
Organon if delivered to its agent at its then-current address.


                                  ARTICLE 16


                                 MISCELLANEOUS

      16.1 Force Majeure.  Neither Party shall be held liable or responsible to
the  other  Party  nor be  deemed  to have  defaulted  under or  breached  this
Agreement for failure or delay in fulfilling or performing any Term, other than
an obligation to make payments hereunder,  when such failure or delay is caused
by  or  results  from  fire,   floods,   embargoes,   government   regulations,
prohibitions  or  interventions,  war,  acts of war (whether war be declared or
not),  insurrections,  riots, civil commotions,  acts of God or any other cause
beyond the reasonable  control of the affected  Party to  anticipate,  prevent,
avoid or  mitigate  (a "Force  Majeure  Event");  provided,  however,  that any
failure or delay in  fulfilling  a term shall not be  considered  a result of a
Force  Majeure Event if it arises from a failure of Pfizer or Organon to comply
with applicable laws and regulations.

      16.2 Further  Assurances.  Each Party hereto agrees to perform such acts,
execute such further instruments,  documents or certificates,  and provide such
cooperation  in proceedings  and actions as may be reasonably  requested by the
other  Party in order to carry out the  intent and  purpose of this  Agreement,
including  without  limitation  the  registration  or recordation of the rights
granted hereunder.

      16.3  Notices.  Any notice  required or permitted  to be given  hereunder
shall be in  writing  and  shall  be  deemed  to have  been  properly  given if
delivered  in person,  or if mailed by  registered  or  certified  mail (return
receipt requested)  postage prepaid,  or by a nationally  recognized  overnight
courier, or by facsimile (and promptly confirmed by registered,  certified mail
or overnight courier),  to the addresses given below or such other addresses as
may be  designated in writing by the Parties from time to time during the Term.
Any notice sent by registered, certified mail or overnight courier as aforesaid
shall be deemed to have been given when mailed.

<TABLE>
<CAPTION>
In the case of Organon:                                   With a required copy to:

  Organon (Ireland) Ltd.                                  Akzo Nobel Legal Affairs - Pharma
  Churerstrasse 160b                                      P.O. Box 20
  Pfaffikon 8808                                          5340 BH  Oss
  Switzerland                                             The Netherlands
  Attention:  Director                                    Facsimile: 41 2 666 373

  Facsimile: 41 55 415 1974


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<PAGE>



<S>                                                        <C>
In the case of Pfizer:                                    With a required copy to:
                                                          Pfizer Inc.
  Pfizer Inc.                                             235 East 42nd Street
  235 East 42nd Street                                    New York, New York 10017
  New York, New York 10017                                Attention:  Senior Vice President and General Counsel
  Attention:  President, Pfizer Global Pharmaceuticals
                                                          Facsimile No.: 212-808-8924
  Facsimile No.:212-808-8652
</TABLE>

      16.5  Assignment.  This  Agreement  may  not  be  assigned  or  otherwise
transferred  by either  Party  without the written  consent of the other Party,
provided,  however,  that either Party may,  without such consent,  assign this
Agreement, in whole or in part:

            (i)   if such Party or its Affiliates is required to, or reasonably
      believes  that  it  will  be  required to, divest either the Product or a
      competing product in order to comply  with  the  Law  or the order of any
      Governmental Authority as a result of a merger or acquisition,  provided,
      however, that, if permitted by the applicable Governmental Authority, the
      other  Party  shall  be  invited  to  submit  a  bid for the rights to be
      assigned;

            (ii)  to  any  of  its  Affiliates  (provided the  assigning  Party
      continues at all times to remain liable for all obligations of such Party
      under this Agreement without regard to such assignment);

            (iii) in  connection  with  the  transfer   or   sale   of  all  or
      substantially all of its business related to this Agreement; or

            (iv)  in accordance with Article 13.11.

      Any purported assignment in violation of this Article 16.5 shall be void.
      Any permitted assignee shall assume all obligations of its assignor under
      this Agreement.


      16.6 Non-Solicitation.  During the Term, neither Party shall, directly or
indirectly,  recruit or solicit  any  employee  of the other  Party  (including
employee's  of  Affiliates)  with whom such  Party  has come  into  contact  or
interacted  for the purposes of performing  this  Agreement,  without the prior
consent  of the other  Party,  except  pursuant  to  general  solicitation  not
targeted at such employees.

      16.7 Amendment.  The Parties hereto may amend, modify or alter any of the
provisions of this Agreement, but only by a written instrument duly executed by
both Parties hereto.

      16.8 Entire  Agreement.  This  Agreement,  along with the other  Alliance
Agreements,  contains the entire  understanding  of the Parties with respect to
the subject matter hereof.

      16.9 Waiver. The failure of a Party to enforce at any time for any period
any of the  provisions  hereof  shall  not be  construed  as a  waiver  of such
provisions  or of the rights of such  Party  thereafter  to  enforce  each such
provisions.

      16.10 No Implied Licenses.  Except as expressly and specifically provided
under this  Agreement,  the  Parties  agree that  neither  Party is granted any
implied rights to or under any of the other Party's  current or future patents,
trade secrets,  copyrights,  moral rights, trade or service marks, trade dress,
or any other intellectual property rights.


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<PAGE>


      16.11 Independent Contractors.  The Parties agree that their relationship
established by this Agreement is that of independent contractors.  Furthermore,
the Parties agree that this  Agreement  does not, is not intended to, and shall
not be construed to,  establish a partnership or joint  venture,  and nor shall
this  Agreement  create  or  establish  an  employment,  agency  or  any  other
relationship.  Except as may be  specifically  provided  herein,  neither Party
shall have any right, power or authority,  nor shall they represent  themselves
as having any  authority to assume,  create or incur any expense,  liability or
obligation,  express or implied, on behalf of the other Party, or otherwise act
as an agent for the other Party for any purpose.

      16.12  Compliance with Law and  Severability.  It is the intention of the
Parties in  establishing  their  collaboration  pursuant to this  Agreement  to
comply with all  applicable  laws and  regulations,  including all  competition
laws.  If during the Term there are any  changes  in factual  circumstances  of
market conditions affecting the legality of this Agreement or to any applicable
law or  regulation  (including  the expiry or  withdrawal  of any  exemption or
approval)  then on written notice from one Party to the other the Parties shall
review  their  collaboration  pursuant to this  Agreement.  Such  review  shall
consider  such changes as may be required to the  structure or operation of the
collaboration,  including  the terms of this  Agreement,  which  shall  then be
negotiated  in good faith with the objective of  preserving,  so far as legally
permissible,  the terms set out herein  and, in  relation  to any  changes,  of
ensuring that the commercial  benefits and detriments arising from the required
changes are shared  equally  between the Parties.  Neither  Party shall seek to
exploit  the  requirement  to make  any  such  changes  to its  own  commercial
advantage.   In  addition,   if  any  provision  of  this   Agreement  is  held
unenforceable  by a court or  tribunal  of  competent  jurisdiction  in a final
unappealable  order  because  it is invalid  or  conflicts  with any Law of any
relevant  jurisdiction,  then  such  provision  shall  be  inoperative  in such
jurisdiction  and the remainder of this Agreement shall remain binding upon the
Parties hereto.

      16.13  Registration and Filing of the Agreement.  To the extent,  if any,
that a Party concludes in good faith that it is required under  applicable Laws
to  file  or  register  this  Agreement  or a  notification  thereof  with  any
Governmental  Authority,  including  without  limitation  the US Securities and
Exchange  Commission,  or the US Federal Trade  Commission,  in accordance with
applicable Laws, such Party may do so and shall provide the other Party to this
Agreement with a written copy of all proposed filings or registrations to allow
for a reasonably sufficient time for review and comment by the other Party. The
other Party shall  cooperate in such filing or  notification  and shall execute
all documents reasonably required in connection  therewith.  In such situation,
the Parties will request confidential  treatment of sensitive provisions of the
Agreement,  to the extent  permitted by Law. The Parties shall promptly  inform
each other as to the activities or inquiries of any such Governmental Authority
relating to this  Agreement,  and shall cooperate to respond to any request for
further information therefrom.

      16.14 Announcements.

            (i)   Coordination.    The  Parties  agree  on  the  importance  of
      coordinating   their  public  announcements   respecting   the   Alliance
      Agreements and the subject matter of such agreements.  Organon and Pfizer
      will, from time  to  time,  and at the request of the other Party discuss
      and agree on the general information  content  relating to this Agreement
      and the License Agreement which may be publicly disclosed.

            (ii)  Announcements.   The  joint  press  release   announcing  the
      signing  of  the  transactions  contemplated  by this Agreement  and  the
      Alliance  Agreements is attached hereto as Schedule  16.14  and  will  be
      promptly disseminated following signing.

            (iii) The  above-referenced  releases  may  be  Organon releases or
      joint Organon/Pfizer releases at Pfizer's option, and the  Parties  agree
      to jointly draft and agree on the content of such disclosure.  Except  as
      otherwise  provided  in  this  Article 16.14, neither Party will make any
      public announcement regarding the  fact of execution of this Agreement by
      the Parties hereof, the terms of or events related this Agreement, and/or
      the   collaboration   without   the   prior   consent   of   the


                                       83

<PAGE>


      other.  Notwithstanding  the  foregoing,  a Party may make any disclosure
      where in a Party's  reasonable legal opinion it is required by applicable
      Law or applicable stock exchange regulation or order or other ruling of a
      competent court,  provided that prior to such disclosure,  the disclosing
      Party  shall use  reasonable  efforts to notify the other  Party prior to
      making  such  disclosure,  and  will  provide  the  other  Party  with an
      opportunity  to  review  and  comment  prior  to  release,  provided  the
      disclosing  Party shall not be required to delay such disclosures by more
      than forty-eight (48) hours to receive and discuss such comments, so long
      as the  disclosing  Party has provided to the other Party as much advance
      notice as is reasonably  practicable under the circumstances.  Each Party
      agrees that it shall reasonably  cooperate with the other with respect to
      all  disclosures  regarding  this  Agreement to the  Securities  Exchange
      Commission and any other governmental or regulatory  agencies,  including
      requests for confidential treatment of proprietary  information of either
      Party included in any such disclosure.

      16.15 HSR  Filings.  Each of Organon  and  Pfizer  shall as  promptly  as
possible  file  with the FTC and the  Antitrust  Division  of the DOJ,  any HSR
Filing  required  of it under  the HSR Act  with  respect  to the  transactions
contemplated  by this  Agreement,  and shall each use  commercially  reasonable
efforts to make such filing  within four (4) weeks of the date of  execution of
this  Agreement.  The Parties  shall  cooperate  with one another to the extent
necessary in the  preparation of any HSR Filing  required to be filed under the
HSR Act.  Each Party  shall be  responsible  for its own costs,  expenses,  and
filing fees associated with any HSR Filing.

      16.16 HSR Cooperation;  Further Assurances. Organon and Pfizer agree, and
shall cause each of their respective Affiliates,  to cooperate and to use their
respective commercially reasonable efforts to obtain any HSR Clearance required
for the consummation of the transactions  contemplated under this Agreement and
to respond to any government  requests for  information  under the HSR Act. The
Parties will consult and cooperate with one another, and consider in good faith
the  views  of one  another,  in  connection  with any  analyses,  appearances,
presentations,  memoranda,  briefs,  arguments,  opinions and proposals made or
submitted by or on behalf of either Party in connection with proceedings  under
or  relating  to the HSR Act.  For the  avoidance  of doubt,  it is agreed that
neither Party shall be obligated in any way to (i) sell,  transfer or otherwise
dispose of  (including  without  limitation  by way on any "hold  separate"  or
similar  arrangement)  any asset or product or  business,  (ii)  terminate  any
contractual  relationship,  or (iii) amend,  terminate or otherwise  modify any
licenses  or other  intellectual  property  agreements,  in order to obtain HSR
Clearance with respect to the transactions contemplated by this Agreement.

      16.17  Activities  Prior to the  Effective  Date.  The Parties  shall not
engage in any of the  activities  contemplated  by this  Agreement,  other than
seeking to obtain HSR Clearance, prior to the Effective Date.

      16.18  Headings.  The  Article  and Article  headings  contained  in this
Agreement are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

                                       84

<PAGE>


      16.19  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts,  each of which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same document.


      IN WITNESS WHEREOF, the Parties have  executed  this  Agreement as of the
date hereof.

ORGANON (IRELAND) LTD.                     PFIZER INC.




By          : _____________________              By    : ______________________
Name        : _____________________              Name  : ______________________
Title       : _____________________              Title : ______________________


By          : ______________________
Name        : ______________________
Title       : ______________________



                                       85

<PAGE>


                                 SCHEDULE 1.2

  [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE
                      SECURITIES AND EXCHANGE COMMISSION]

<TABLE>
<CAPTION>
Summary
<S>                        <C>
Protocol Number           [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
                          TO THE SECURITIES AND EXCHANGE COMMISSION]
Title
Objectives
Statistical Power
Registration Status
Methods
Major Inclusion Criteria  [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
                          TO THE SECURITIES AND EXCHANGE COMMISSION]
Major Exclusion Criteria
Design
Duration of Treatment
Dosing regimen
Main Assessments
Reference Therapy
Main Outcome Variables
Main Safety Variables
Endpoints
Planning
Number of Subjects        [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
                          TO THE SECURITIES AND EXCHANGE COMMISSION]
Study Duration
Expected Start Preparatory
Work
Expected Initiation
Expected Completion
Country
Number of Centers
Subjects per Center
Interim Analysis Required
Special Remarks
</TABLE>


Satisfaction of Endpoints for the [CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] means:

   1. [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO
      THE SECURITIES AND EXCHANGE COMMISSION]

   2. [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO
      THE SECURITIES AND EXCHANGE COMMISSION]

   3. [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO
      THE SECURITIES AND EXCHANGE COMMISSION]



                                       86

<PAGE>


                                 SCHEDULE 1.15

  [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE
                      SECURITIES AND EXCHANGE COMMISSION]


<TABLE>
<CAPTION>
Summary
<S>                        <C>
Protocol Number           [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELYE
                          TO THE SECURITIES AND EXCHANG COMMISSION]
Title
Objectives
Sample size
Registration Status
Methods                   [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
                          TO THE SECURITIES AND EXCHANG COMMISSION]
Major Inclusion Criteria  [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
                          TO THE SECURITIES AND EXCHANG COMMISSION]
Major Exclusion Criteria
Design
Duration of Treatment
Dosing regimen
Main Assessments
Reference Therapy
Main Outcome Variables
Main Safety Variables
Endpoints
Planning
Number of Subjects        [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
                          TO THE SECURITIES AND EXCHANGE COMMISSION]
Study Duration
Expected Start Preparatory
Work
Expected Initiation
Expected Completion
Country
Number of Centers
Subjects per Center
Interim Analysis Required
Special Remarks
</TABLE>


[CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE
SECURITIES AND EXCHANGE COMMISSION]

[CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE
SECURITIES AND EXCHANGE COMMISSION]



                                       87

<PAGE>


                                 SCHEDULE 1.26


                            DESCRIPTION OF COMPOUND




[CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE
SECURITIES AND EXCHANGE COMMISSION]



                                       88

<PAGE>


                                 SCHEDULE 1.33


                            CO-PROMOTION COUNTRIES


North America
United States of America
Canada

Latin America
Argentina
Brazil
Chile
Columbia
Ecuador
Mexico
Venezuela
Peru
Dominican Republic
Costa Rica
Guatemala
Honduras
Nicaragua
Panama
El Salvador

Europe
Belgium
Luxembourg
Germany
Netherlands
United Kingdom
Ireland
Austria
Denmark
Finland
Norway
Sweden
Switzerland
France
Italy (co-marketing)
Spain
Turkey
Greece
Portugal
Russia
Czech Republic
Slovak Republic
Hungary
Poland
Romania
Ukraine
Bulgaria
Croatia
Estonia



                                       89

<PAGE>


Latvia
Lithuania
Macedonia
Slovenia
Serbia-Montenegro
Armenia
Belarus
Georgia
Moldavia
Kazakhstan
Kyrgystan
Tajikistan
Turkmenistan
Uzbekistan
Albania

Middle East/Africa
Morocco
Tunisia
Algeria
Egypt
South Africa
Israel
Ivory Coast
Cameroon
Gabon
Congo
Senegal
Bahrain
Iran
Iraq
Jordan
Kuwait
Lebanon
Libya
Oman
Qatar
Saudi Arabia
Sudan
Syria
United Arab Emirates
Yemen
Palestine

Asia
Japan
Australia
China
India
Indonesia
Bangladesh
Hong Kong
South Korea
Malaysia
Singapore
Pakistan



                                       90

<PAGE>


Philippines
Taiwan
Thailand
New Zealand
Vietnam
North Korea




                                       91

<PAGE>



                                SCHEDULE 1.40


                         MINIMUM DETAIL REQUIREMENTS




--    In each Year of the Term in the US Territory, the Parties will perform, in
      the aggregate, a minimum of [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
      FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] Details in
      the US Territory.

--    With respect to each of the other Major Market  Countries,  the applicable
      CCC  will,  at a date  that  is at  least  six  (6)  months  prior  to the
      anticipated Launch of the Product in such Major Market Country,  determine
      a minimum Detail Requirement for the Term in such Major Market Country.

--    The minimum  Detail  Requirement  for any Year that is not a full calendar
      year shall be  prorated  by  multiplying  the figure set forth  above by a
      fraction, the numerator of which is the number of days between the date of
      Launch and December 31, and the denominator of which is 365.


Each Party shall be responsible for [CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]% of the
total Details in the US Territory during each Year of the Term.



                                       92

<PAGE>



                                 SCHEDULE 1.94


                             ORGANON PATENT RIGHTS




Patent Series ref. 1994.070
Convention priority of EPO application no. 94200521 filed 2 March 1994

<TABLE>
<CAPTION>
Country                          Application Number  Patent Number
<S>                              <C>                 <C>
Australia                        19478/95            692530
Austria                          95912188.0          E 167057
Belgium                          95912188.0          0746317
Brazil                           PI 1100625.0        PI1100625.0
Canada                           2182981
China                            95191906.7          ZL95191906.7
Czech Republic                   PV2541/96           284633
Denmark                          95912188.0          0746317
European Patent Convention (EP)  95912188.0          0746317
Finland                          963398
France                           95912188.0          0746317
Germany                          95912188.0          69502939.8
Greece                           980401974           3027796
Hong Kong                        98109126.1          HK1008417
Hungary                          P9602383
Ireland                          95912188.0          0746317
Italy                            69698/BE/98         0746317
Japan                            522703/95
Korea, Republic of               96/704774           0330942
Luxembourg                       95912188.0          0746317
Mexico                           9603713             197583
Monaco                           95912188.0          0746317
The Netherlands                  95912188.0          0746317
New Zealand                      282394              282394
Norway                           963639              308772
Poland                           P316080             180465
Portugal                         95912188.0          0746317
Russian Federation               1996/120090         2139051
Spain                            95912188.0          2118584
Sweden                           95912188.0          0746317
Switzerland                      95912188.0          0746317
United Kingdom                   95912188.0          0746317
United States of America         08/693064           5763476
</TABLE>


Patent Series ref. 2003.789



                                       93

<PAGE>


Convention priority of (1) EPO application no. 03076062.3 filed 11 April 2003
and (2) EPO application no. 03102677.6 filed August 29, 2003

<TABLE>
<CAPTION>
Country                 Application Number  Patent Number
<S>                     <C>                 <C>
European Patent Office  03076062.3
European Patent Office  03102677.6
</TABLE>



Patent Series ref. 2003.793
Convention priority of EPO application no. 03101721.3 filed 12 June 2003

<TABLE>
<CAPTION>
Country                 Application Number  Patent Number
<S>                     <C>                 <C>
European Patent Office  03101721.3
</TABLE>



Patent Series ref. 2003.798
Convention priority of EPO application no. 03102124.9 filed 11 July 2003

<TABLE>
<CAPTION>
Country                 Application Number  Patent Number
<S>                     <C>                 <C>
European Patent Office  03102124.9
</TABLE>



[CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE
SECURITIES AND EXCHANGE COMMISSION]/Organon contract reference 9
Convention priority US 92 985040 filed 1 Dec 1992
<TABLE>
<CAPTION>
Country                          Application Number  Patent Number*
<S>                              <C>                 <C>
Australia                        94 56545            677030B2
Brazil                           9305805A
Canada                           93 2129254AA
China                            93 121709           1066937B
European Patent Convention (EP)  EP94203739          0646367B1
                                 EP94902027          0710101B1
Finland                          943537              105149B1
France                           EP94203739          0646367B1
                                 EP94902027          0710101B1
Germany                          EP94203739          69311109C0
                                 EP94902027          69318429T2
Greece                           EP94203739          3023853T3
Hong Kong                        98 106782           1007489A1
                                 98 114532           1013245A1
Hungary                          9402091             216509B
Ireland                          EP94902027          EP 0646367B1
Italy                            EP94902027          EP 0646367B1
                                 EP94203739          EP 0710101B1
Japan                            WO/GB9302459        2568479B2
                                 95 85912            2796578B2



                                       94

<PAGE>


Korea, Republic of               9472574             227315B
Netherlands                      EP94203739          EP 0710101B1
New Zealand                      93 258600           258600A
Norway                           942805              303161B1
Spain                            EP94203739          2102143T3
                                 EP94902027          2118368T3
Switzerland                      EP94902027          EP 0710101B1
                                 EP94203739          EP 0646367B1
United Kingdom                   EP94902027          EP 0646367B1
                                 EP94203739          EP 0710101B1
United States of America         92 985040           5343672A
                                 95 448469           5729958A
</TABLE>

[CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE
SECURITIES AND EXCHANGE COMMISSION]/Organon contract reference 11
Convention priority US 93 104486 filed 1 Oct 1993, except for last mentioned US
patent.
<TABLE>
<CAPTION>
Country                          Application Number  Patent Number*
<S>                              <C>                 <C>
Australia                        94 78014A1
Austria                          EP 94928661         197542E
Canada                           2149659AA
European Patent Convention (EP)  EP 94928661         721325B1
Switzerland                      EP 94928661         721325B1
Ireland                          EP 94928661         721325B1
Germany                          EP 94928661         69426305T2
Italy                            EP 94928661         721325B1
Spain                            EP 94928661         2152991T3
Denmark                          EP 94928661         721325T3
France                           EP 94928661         721325B1
Portugal                         EP 94928661         721325T
United Kingdom                   EP 94928661         721325B1
Greece                           EP 94928661         3035407T3
Japan                            510851              3155554B2
United States of America         93 104486           5457895A
United States of America         2000 541156         6212791BA
</TABLE>

[CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE
SECURITIES AND EXCHANGE COMMISSION]/Organon contract reference 10
Convention priority US 92 954888 filed 30 Sept 1992
<TABLE>
<CAPTION>
Country                     Application Number  Patent Number*
<S>                         <C>                 <C>
Japan                       WO/GB 9302034       3030422B2
United States of America    94 198644           5358118A
</TABLE>

[CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE
SECURITIES AND EXCHANGE COMMISSION]/Organon contract reference 7
Convention priority US 90 615489 filed 19 Nov 1990
<TABLE>
<CAPTION>
Country                    Application Number  Patent Number*
<S>                        <C>                 <C>
United States of America   90 615489           5046618A
</TABLE>




                                       95

<PAGE>


                                SCHEDULE 1.114


                                PRODUCT PROFILE

                           Asenapine Product Profile

[CONFIDENTIAL  INFORMATION  HAS  BEEN OMITTED AND FURNISHED SEPARATELY  TO  THE
SECURITIES AND EXCHANGE COMMISSION (5 pages have been omitted)]



                                       96

<PAGE>



                                SCHEDULE 1.133


     ROYALTIES TO [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED
             SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]


Pursuant to Article 8 of the [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] Agreement,
Organon owes the following royalties to [CONFIDENTIAL INFORMATION HAS BEEN
OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]:


      (a)   [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
            TO THE SECURITIES AND EXCHANGE  COMMISSION] percent  ([CONFIDENTIAL
            INFORMATION  HAS  BEEN  OMITTED  AND  FURNISHED  SEPARATELY  TO THE
            SECURITIES  AND  EXCHANGE  COMMISSION]%)  on net sales  subject  to
            royalty on annual  net sales  that are less than USD  [CONFIDENTIAL
            INFORMATION  HAS  BEEN  OMITTED  AND  FURNISHED  SEPARATELY  TO THE
            SECURITIES AND EXCHANGE COMMISSION];


      (b)   [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
            TO THE SECURITIES AND EXCHANGE  COMMISSION] percent  ([CONFIDENTIAL
            INFORMATION  HAS  BEEN  OMITTED  AND  FURNISHED  SEPARATELY  TO THE
            SECURITIES  AND  EXCHANGE  COMMISSION]%)  on net sales  subject  to
            royalty on annual  net sales that are equal to or greater  than USD
            [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
            TO THE  SECURITIES  AND  EXCHANGE  COMMISSION]  but  less  than USD
            [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
            TO THE SECURITIES AND EXCHANGE COMMISSION];

      (c)   [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
            TO THE SECURITIES AND EXCHANGE  COMMISSION] percent  ([CONFIDENTIAL
            INFORMATION  HAS  BEEN  OMITTED  AND  FURNISHED  SEPARATELY  TO THE
            SECURITIES  AND  EXCHANGE  COMMISSION]%)  on net sales  subject  to
            royalty on annual  net sales that are equal to or greater  than USD
            [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY
            TO THE SECURITIES AND EXCHANGE COMMISSION].


      Organon  may  credit  [CONFIDENTIAL  INFORMATION  HAS  BEEN  OMITTED  AND
      FURNISHED  SEPARATELY TO THE SECURITIES AND EXCHANGE  COMMISSION] percent
      ([CONFIDENTIAL  INFORMATION HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO
      THE  SECURITIES  AND  EXCHANGE  COMMISSION]%)  of any  license  fees  and
      milestone  payments  ([CONFIDENTIAL  INFORMATION  HAS  BEEN  OMITTED  AND
      FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE  COMMISSION]) paid to
      [CONFIDENTIAL  INFORMATION  HAS BEEN OMITTED AND FURNISHED  SEPARATELY TO
      THE SECURITIES AND EXCHANGE COMMISSION] from the royalties payable.



                                       97

<PAGE>


                              SCHEDULE 3.1(VIII)

              THIRD PARTY DEVELOPMENT AND MANUFACTURE AGREEMENTS




--    License and Development  Agreement between  [CONFIDENTIAL  INFORMATION HAS
      BEEN  OMITTED AND  FURNISHED  SEPARATELY  TO THE  SECURITIES  AND EXCHANGE
      COMMISSION] and N.V. Organon dated March 27, 1997.



                                       98

<PAGE>



                                 SCHEDULE 4.1

                               DEVELOPMENT PLAN

                                (See Attached)




                                       99

<PAGE>



                                 SCHEDULE 4.8

                METHODOLOGY FOR TRACKING SALES FOR NEW INDICATIONS



                                       100

<PAGE>




                                 SCHEDULE 6.3

                               MARKETING COSTS



All amounts are expressed in Millions of US dollars.


US Territory


<TABLE>
<CAPTION>
       Pre-Launch*         First Year          Second Year         Third Year          Fourth Year &       Subsequent Years
                                                                                       Fifth Year
<S>     <C>                 <C>                 <C>                 <C>                 <C>                 <C>
Minimum[CONFIDENTIAL       [CONFIDENTIAL       [CONFIDENTIAL       [CONFIDENTIAL       [CONFIDENTIAL       [CONFIDENTIAL
       INFORMATION HAS     INFORMATION HAS     INFORMATION HAS     INFORMATION HAS     INFORMATION HAS     INFORMATION HAS
       BEEN OMITTED AND    BEEN OMITTED AND    BEEN OMITTED AND    BEEN OMITTED AND    BEEN OMITTED AND    BEEN OMITTED AND
       FURNISHED SEPARAT-  FURNISHED SEPARAT-  FURNISHED SEPARAT-  FURNISHED SEPARAT-  FURNISHED SEPARAT-  FURNISHED SEPARAT-
       ELY TO THE SECURIT- ELY TO THE SECURIT- ELY TO THE SECURIT- ELY TO THE SECURIT- ELY TO THE SECURIT- ELY TO THE SECURIT-
       IES AND EXCHANGE    IES AND EXCHANGE    IES AND EXCHANGE    IES AND EXCHANGE    IES AND EXCHANGE    IES AND EXCHANGE
       COMMISSION]         COMMISSION]         COMMISSION]         COMMISSION]         COMMISSION]         COMMISSION]
Maximum[CONFIDENTIAL       [CONFIDENTIAL       [CONFIDENTIAL       [CONFIDENTIAL       [CONFIDENTIAL       [CONFIDENTIAL
       INFORMATION HAS     INFORMATION HAS     INFORMATION HAS     INFORMATION HAS     INFORMATION HAS     INFORMATION HAS
       BEEN OMITTED AND    BEEN OMITTED AND    BEEN OMITTED AND    BEEN OMITTED AND    BEEN OMITTED AND    BEEN OMITTED AND
       FURNISHED SEPARAT-  FURNISHED SEPARAT-  FURNISHED SEPARAT-  FURNISHED SEPARAT-  FURNISHED SEPARAT-  FURNISHED SEPARAT-
       ELY TO THE SECURIT- ELY TO THE SECURIT- ELY TO THE SECURIT- ELY TO THE SECURIT- ELY TO THE SECURIT- ELY TO THE SECURIT-
       IES AND EXCHANGE    IES AND EXCHANGE    IES AND EXCHANGE    IES AND EXCHANGE    IES AND EXCHANGE    IES AND EXCHANGE
       COMMISSION]         COMMISSION]         COMMISSION]         COMMISSION]         COMMISSION]         COMMISSION]
</TABLE>

Key EU Countries




                                       101

<PAGE>


<TABLE>
<CAPTION>
       Pre-Launch*         First Year          Second Year         Third Year          Fourth Year &       Subsequent Years
                                                                                       Fifth Year
<S>     <C>                 <C>                 <C>                 <C>                 <C>                 <C>
Minimum[CONFIDENTIAL       [CONFIDENTIAL       [CONFIDENTIAL       [CONFIDENTIAL       [CONFIDENTIAL       [CONFIDENTIAL
       INFORMATION HAS     INFORMATION HAS     INFORMATION HAS     INFORMATION HAS     INFORMATION HAS     INFORMATION HAS
       BEEN OMITTED AND    BEEN OMITTED AND    BEEN OMITTED AND    BEEN OMITTED AND    BEEN OMITTED AND    BEEN OMITTED AND
       FURNISHED SEPARAT-  FURNISHED SEPARAT-  FURNISHED SEPARAT-  FURNISHED SEPARAT-  FURNISHED SEPARAT-  FURNISHED SEPARAT-
       ELY TO THE SECURIT- ELY TO THE SECURIT- ELY TO THE SECURIT- ELY TO THE SECURIT- ELY TO THE SECURIT- ELY TO THE SECURIT-
       IES AND EXCHANGE    IES AND EXCHANGE    IES AND EXCHANGE    IES AND EXCHANGE    IES AND EXCHANGE    IES AND EXCHANGE
       COMMISSION]         COMMISSION]         COMMISSION]         COMMISSION]         COMMISSION]         COMMISSION]
Maximum[CONFIDENTIAL       [CONFIDENTIAL       [CONFIDENTIAL       [CONFIDENTIAL       [CONFIDENTIAL       [CONFIDENTIAL
       INFORMATION HAS     INFORMATION HAS     INFORMATION HAS     INFORMATION HAS     INFORMATION HAS     INFORMATION HAS
       BEEN OMITTED AND    BEEN OMITTED AND    BEEN OMITTED AND    BEEN OMITTED AND    BEEN OMITTED AND    BEEN OMITTED AND
       FURNISHED SEPARAT-  FURNISHED SEPARAT-  FURNISHED SEPARAT-  FURNISHED SEPARAT-  FURNISHED SEPARAT-  FURNISHED SEPARAT-
       ELY TO THE SECURIT- ELY TO THE SECURIT- ELY TO THE SECURIT- ELY TO THE SECURIT- ELY TO THE SECURIT- ELY TO THE SECURIT-
       IES AND EXCHANGE    IES AND EXCHANGE    IES AND EXCHANGE    IES AND EXCHANGE    IES AND EXCHANGE    IES AND EXCHANGE
       COMMISSION]         COMMISSION]         COMMISSION]         COMMISSION]         COMMISSION]         COMMISSION]
</TABLE>

In the event that the Parties are unable to agree upon budgeted Marketing Costs
in the Global Marketing Plan or Country Marketing Plan for a particular Year,
then the applicable Minimum Marketing Costs for such Year shall apply.

For the US Territory, "[CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED
SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]" means that the minimum
and maximum Marketing Costs are adjusted annually, with the first such
adjustment taking place for Year 4, according to changes in the Consumer Price
Index for All Urban Consumers (CPI-U): U.S. city average, for the preceding
Year.

For the Key EU Countries, "[CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]" means the
United Kingdom, "Retail Price Index" as quoted in The Financial Times.


[CONFIDENTIAL INFORMATION HAS BEEN  OMITTED  AND  FURNISHED  SEPARATELY  TO THE
SECURITIES AND EXCHANGE COMMISSION]



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<PAGE>



                                 SCHEDULE 6.4


      REDUCTION OF DETAILING REQUIREMENTS AND MARKETING COST OBLIGATIONS





[CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE
SECURITIES AND EXCHANGE COMMISSION]



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<PAGE>




                                 SCHEDULE 9.8


                         CURRENT MANUFACTURING PROCESS


[CONFIDENTIAL  INFORMATION  HAS  BEEN  OMITTED  AND FURNISHED SEPARATELY TO THE
SECURITIES AND EXCHANGE COMMISSION]



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<PAGE>




                             SCHEDULE 13.5(ii)(a)

  [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE
                     SECURITIES AND EXCHANGE COMMISSION]

      [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO
      THE SECURITIES AND EXCHANGE COMMISSION]



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<PAGE>




                                SCHEDULE 16.14

                              JOINT PRESS RELEASE

DRAFT

For immediate release:

October XX, 2003


PFIZER AND AKZO NOBEL'S ORGANON ENTER GLOBAL COLLABORATION
FOR POTENTIAL NEW PSYCHOTROPIC TREATMENT


New York, and Arnhem, THE NETHERLANDS Oct. XX -- Pfizer Inc and Organon, the

human pharmaceutical business unit of Akzo Nobel, today announced they have

entered into a global agreement for the exclusive worldwide development and

commercialization of Organon's asenapine, a potential new psychotropic

medication for the treatment of a variety of disorders that is beginning Phase

III trials in schizophrenia and bipolar disorder.



Under terms of the agreement, which is subject to government approval, the

companies will collaborate on the clinical development and manufacturing of

asenapine, and co-promote the product in the United States, European Union,

Japan and other markets. Pfizer will make an initial payment of $100 million

and up to $270 million in milestone payments contingent upon regulatory

approvals and launch of asenapine in the U.S., Europe and Japan as well as

attainment of certain agreed-upon sales levels.  Further terms of the agreement

were not disclosed.



"Organon is excited about its partnership with Pfizer to develop and market

asenapine.  Phase II clinical trials with asenapine have shown promising

results which could assist patients in treating their psychoses," said Michael

Novinski, Organon International Board Member and President of Organon USA. "We

believe this collaboration will provide the appropriate development and

commercial resources necessary to serve the patient population who may benefit

from this treatment," said Toon Wilderbeek, Member of the Akzo Nobel Board of

Management.



"We are very pleased Organon chose Pfizer as its partner to advance the

development of asenapine, which has the potential to help patients live more

productive lives," said Karen Katen, President, Pfizer Global Pharmaceuticals.

"As with most drugs in the neuroscience category,



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<PAGE>


psychotropic  medications work for only about 70% of individual patients so new

treatments are always  needed.  We believe  asenapine  will present  additional

options for patients and physicians in the management of psychoses, allow us to

build  upon  Pfizer's  expertise  in  this  area  and  compliment  our  current

neuroscience portfolio."


Asenapine is a 5HT2/D2 antagonist that belongs to a class of medicines known as

atypical antipsychotics.  These drugs act on both the 5HT2 and D2 receptors and

show superior tolerability and efficacy compared to older antipsychotic

medications that act mainly on D2 receptors. In early clinical studies,

asenapine was well-tolerated and showed statistically superior efficacy when

compared with placebo.



Akzo Nobel's human healthcare unit Organon, headquartered in Roseland, NJ USA,

is a renowned pharmaceutical company with a strong commitment to human health

care. The company develops and produces innovative prescription medicines for

gynecology, psychiatry, cardiovascular diseases, immunology and anesthesia.

Organon products are sold in over 100 countries, more than half of which have

an Organon subsidiary. The company currently employs approximately 13,000

people.



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