Transitional Services Agreement



 Exhibit 10.3 
 AMENDED AND RESTATED 
 TRANSITIONAL SERVICES AGREEMENT 
 between 
 BRISTOL-MYERS SQUIBB COMPANY

 and 
 MEAD JOHNSON NUTRITION
COMPANY 
 Dated as of January 31, 2009 







 TABLE OF CONTENTS 
  

							
	SECTION 1.	  	Definitions.	  	1
			
	SECTION 2.	  	Services.	  	4
				
		  	(a)	  	Initial Services	  	4
		  	(b)	  	Additional Services	  	4
		  	(c)	  	Scope of Services	  	4
		  	(d)	  	Limitation on Provision of Services.	  	4
		  	(e)	  	Standard of Performance; Standard of Care.	  	5
		  	(f)	  	Prices for Services	  	7
		  	(g)	  	Changes in Services	  	7
		  	(h)	  	Services Performed by Third Parties	  	8
		  	(i)	  	Responsibility for Provider Personnel	  	8
		  	(j)	  	Services Rendered as a Work-For-Hire; Return of Equipment; Internal Use; No Sale, Transfer, Assignment; Copies	  	8
		  	(k)	  	Cooperation	  	9
			
	SECTION 3.	  	Charges and Payment.	  	9
				
		  	(a)	  	Procedure	  	9
		  	(b)	  	Late Payments	  	9
		  	(c)	  	VAT	  	9
			
	SECTION 4.	  	Term and Termination.	  	9
				
		  	(a)	  	Termination Dates	  	9
		  	(b)	  	Early Termination by the Recipient	  	10
		  	(c)	  	Termination by the Provider	  	10
		  	(d)	  	Termination by BMS	  	10
		  	(e)	  	Effect of Termination of Services	  	10
		  	(f)	  	Data Transmission	  	11
			
	SECTION 5.	  	Miscellaneous.	  	11
				
		  	(a)	  	DISCLAIMER OF WARRANTIES	  	11
		  	(b)	  	Limitation of Liability; Indemnification.	  	11
		  	(c)	  	Compliance with Law and Governmental Regulations	  	13
		  	(d)	  	No Partnership or Joint Venture; Independent Contractor	  	13
		  	(e)	  	Non-Exclusivity	  	13
		  	(f)	  	Expenses	  	13
		  	(g)	  	Further Assurances	  	13
		  	(h)	  	Confidentiality	  	14
		  	(i)	  	Headings	  	14
		  	(j)	  	Interpretation	  	15
		  	(k)	  	Tax Matters	  	15
		  	(l)	  	Amendments	  	15
		  	(m)	  	Inconsistency	  	15
		  	(n)	  	Notices	  	16
		  	(o)	  	Assignment; No Third-Party Beneficiaries	  	16

  

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		  	(p)	  	Entire Agreement	  	16
		  	(q)	  	Counterparts	  	16
		  	(r)	  	Severability	  	16
		  	(s)	  	Incorporation by Reference	  	17
		  	(t)	  	GOVERNING LAW	  	17
			
	Schedule 1	  	Financial Services Provided by BMS	  	21
	Schedule 2	  	Financial Services Provided by MJN	  	34
	Schedule 3	  	Information Technology Services Provided by BMS	  	37
	Schedule 4	  	Information Technology Services Provided by MJN	  	78
	Schedule 5	  	Tax Services Provided by BMS	  	85
	Schedule 6	  	Tax Services Provided by MJN	  	93
	Schedule 7	  	Treasury Services Provided by BMS	  	96
	Schedule 8	  	Human Resources Services Provided by BMS	  	111
	Schedule 9	  	Human Resources Services Provided by MJN	  	117
	Schedule 10	  	Human Resources Services (Corporate) Provided by BMS	  	121
	Schedule 11	  	Compliance Services Provided by BMS	  	127
	Schedule 12	  	EHS Services Provided by BMS	  	130
	Schedule 13	  	Legal Services Provided by BMS	  	133
	Schedule 14	  	Other Corporate Services Provided by BMS	  	138
	Schedule 15	  	Procurement Services Provided by BMS	  	141
	Schedule 16	  	Audit Services Provided by BMS	  	146
	Schedule 17	  	Global R&D Services Provided by BMS	  	149
	Schedule 18	  	Insurance Services Provided by BMS	  	151
	Schedule 19	  	Services Provided by BMS – United States	  	154
	Schedule 20	  	Services Provided by MJN – Indiana Tech Ops, Indiana R&D, and Indiana Pharm DC	  	157
	Schedule 21	  	Services Provided by BMS – Canada	  	159
	Schedule 22	  	Services Provided by MJN – Canada	  	162
	Schedule 23	  	Services Provided by BMS – Puerto Rico	  	164
	Schedule 24	  	Services Provided by BMS – Central America	  	169
	Schedule 25	  	Services Provided by BMS – Caribbean	  	170
	Schedule 26	  	Services Provided by BMS – Colombia	  	171
	Schedule 27	  	Supplemental Services Provided by BMS – Colombia	  	173
	Schedule 28	  	Services Provided by BMS – Ecuador	  	175
	Schedule 29	  	Services Provided by BMS – Venezuela	  	177
	Schedule 30	  	Supplemental Services Provided by BMS – Venezuela	  	180
	Schedule 31	  	Services Provided by MJN – Peru	  	182
	Schedule 32	  	Services Provided by BMS – Peru	  	184
	Schedule 33	  	Phase 1 Services Provided by BMS – Argentina	  	185
	Schedule 34	  	Phase 1 Services Provided by MJN – Argentina	  	187
	Schedule 35	  	Phase 2 Services Provided by BMS – Argentina	  	189
	Schedule 36	  	Services Provided by BMS – China	  	194
	Schedule 37	  	Services Provided by BMS – Hong Kong	  	196
	Schedule 38	  	Services Provided by MJN – Hong Kong	  	198
	Schedule 39	  	Services Provided by MJN – Malaysia	  	201
	Schedule 40	  	Services Provided by MJN – Philippines	  	206
	Schedule 41	  	Services Provided by MJN – Thailand	  	213
	Schedule 42	  	Services Provided by BMS – India	  	218
	Schedule 43	  	Services Provided by BMS – Taiwan	  	220
	Schedule 44	  	Services Provided by BMS – Australia	  	223

  

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	Schedule 45	  	Services Provided by BMS – Asia Regional Offices	  	225
	Schedule 46	  	Services Provided by MJN – Vietnam	  	226
	Schedule 47	  	Services Provided by BMS – Spain	  	227
	Schedule 48	  	Services Provided by BMS – Portugal	  	229
	Schedule 49	  	Services Provided by BMS – France	  	231
	Schedule 50	  	Services Provided by BMS – Belgium	  	233
	Schedule 51	  	Services Provided by BMS – Italy	  	235
	Schedule 52	  	Services Provided by BMS – Poland	  	237
	Schedule 53	  	Services Provided by BMS – Russia	  	239
	Schedule 54	  	Services Provided by BMS – Sweden	  	242
	Schedule 55	  	Services Provided by BMS – Denmark	  	244
	Schedule 56	  	Services Provided by BMS – Norway	  	246
	Schedule 57	  	Services Provided by BMS – Netherlands (Excluding Nijmegen)	  	248
	Schedule 58	  	Services Provided by BMS – United Kingdom	  	250
	Schedule 59	  	Services Provided by BMS – Ireland	  	252
	Schedule 60	  	Services Provided by BMS – Finland	  	254
	Schedule 61	  	Services Provided by BMS – Greece	  	256

  

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 AMENDED AND RESTATED TRANSITIONAL SERVICES AGREEMENT 
 This AMENDED AND RESTATED TRANSITIONAL SERVICES AGREEMENT, dated as of January 31, 2009, is by and between BRISTOL-MYERS SQUIBB COMPANY, a Delaware
corporation (“BMS”), and MEAD JOHNSON NUTRITION COMPANY, a Delaware corporation (“MJN”). 
 W
I T N E S S E T H 
 WHEREAS, BMS, MJN and MJN Restructuring Holdco, Inc. have
entered into that certain Separation Agreement, dated as of January 31, 2009 (the “Separation Agreement”), pursuant to which MJN’s business was separated from the rest of BMS’s business (the
“Separation”). 
 WHEREAS, in connection with the Separation, BMS, MJN and MJN Restructuring Holdco, Inc. agreed to the
mutual covenants set forth in the Transitional Services Agreement (the “Original Agreement”), dated January 31, 2009. 
 WHEREAS, MJN Restructuring Holdco, Inc. has merged with and into MJN, with MJN being the surviving corporation. 
 WHEREAS, the
parties have determined that it is appropriate and desirable to amend and restate the Original Agreement. 
 WHEREAS, the parties have agreed
that BMS will continue to provide certain services to MJN and its Affiliates (defined below) and that MJN will provide certain services to BMS and its Affiliates, each on the terms and conditions set forth herein. 
 NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and undertakings contained herein and the transactions contemplated by
the Separation Agreement, the receipt and sufficiency of which are acknowledged, the parties hereby agree that the Original Agreement is amended and restated in its entirety as follows: 
 SECTION 1. Definitions. 
 (a) Capitalized terms used and not otherwise defined herein will have the meanings ascribed to such terms in the Separation Agreement. Capitalized terms used in any Schedule or Exhibit but not otherwise defined therein, will have the
meaning ascribed to such word in this Agreement. For purposes of this Agreement, the following words and phrases will have the following meanings: 
 “Additional Services” will have the meaning set forth in Section 2(b). 
 “Affiliate” of any
Person means a Person that controls, is controlled by, or is under common control with such Person; provided, however, that MJN and its subsidiaries are not Affiliates of BMS and its subsidiaries. As used herein, “control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise. 







 “Agreement” will have the meaning set forth in the preamble of this Agreement.

 “Ancillary Agreement” means any agreement between BMS and MJN including the Separation Agreement, Tax Matters Agreement,
Registration Rights Agreement and Employee Matters Agreement. 
 “BMS” will have the meaning set forth in the preamble of
this Agreement. 
 “Claims” will have the meaning set forth in Section 5(b)(iv). 
 “Early Termination Fees” will have the meaning set forth in Section 4(b). 
 “Employee Matters Agreement” means the Employee Matters Agreement dated as of January 31, 2009, between BMS and MJN. 
 “Exhibit” will have the meaning set forth in Section 2(a). 
 “Force Majeure Event” will have the meaning set forth in Section 2(d)(ii). 
 “Governmental Authority” means any federal, state, local, foreign or international court, government, department, commission, board,
bureau, agency, official or other regulatory, administrative or governmental authority. 
 “Historical Levels” will have the
meaning set forth in Section 2(d)(i). 
 “Indemnitee” will have the meaning set forth in Section 5(b)(iv).

 “Indemnitor” will have the meaning set forth in Section 5(b)(iv). 
 “Information” means information in written, oral, electronic or other tangible or intangible forms, stored in any medium, including
studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks,
diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials prepared by attorneys or under their
direction (including attorney work product), and other technical, financial, employee or business information or data. 
 “Initial
Services” will have the meaning set forth in Section 2(a). 
 “Law” means any law, statute, rule, regulation,
license, permit, registration or similar authorization or other requirement imposed or issued by a Governmental Authority. 
 “MJN” will have the meaning set forth in the preamble of this Agreement. 
 “Original Agreement”
will have the meaning set forth in the recitals of this Agreement. 
 “Provider” means, with respect to any particular
Service, the entity or entities identified on the applicable Schedule as the party to provide such Service. 
 “Provider
Personnel” will have the meaning set forth in Section 2(i). 
  

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 “Recipient” means, with respect to any particular Service, the entity or entities
identified on the applicable Schedule as the party to receive such Service. 
 “Registration Rights Agreement” means the
Registration Rights Agreement dated as of February 17, 2009, between BMS and MJN. 
 “Review Meetings” will have the
meaning set forth in Section 2(k). 
 “Schedule” will have the meaning set forth in Section 2(a). 
 “Separation” will have the meaning set forth in the recitals of this Agreement. 
 “Separation Agreement” will have the meaning set forth in the recitals of this Agreement. 
 “Separation Date” means the date of the Separation Agreement. 
 “Service Period” means, with respect to any Service, the period commencing on the Separation Date and ending on the earlier of
(i) the date the Recipient terminates the provision of such Service pursuant to Section 4(b), and (ii) the termination date (measured as the number of days from the date hereof or indicated by reference to a specific date) specified
with respect to such Service on the Schedule or Exhibit applicable to such Service. 
 “Services” will have the meaning set
forth in Section 2(b). 
 “Subsidiary” will have the meaning set forth in the Separation Agreement. 
 “System” means the software, hardware, data store or maintenance and support components or portions of such components of a set of
information assets identified in a Schedule or an Exhibit. 
 “Tax” means all forms of direct and indirect taxation or
duties imposed, or required to be collected or withheld, including charges, together with any related interest, penalties or other additional amounts. 
 “Tax Matters Agreement” means the Tax Matters Agreement dated as of February 10, 2009, between BMS and MJN. 
 “Tax Return” means any return, filing, report, questionnaire, information statement or other document required to be filed, including amended returns that may be filed, for any taxable period with any
Taxing Authority (whether or not a payment is required to be made with respect to such filing). 
 “Taxing Authority” means
any Governmental Authority imposing Taxes. 
 “VAT” means value added tax, goods and services tax and any sales, transfer,
services, consumption, business, use or transaction tax. 
  

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 SECTION 2. Services. 
 (a) Initial Services. Except as otherwise provided herein, during the applicable Service Period, each Provider agrees to provide,
or with respect to any service to be provided by an Affiliate of the Provider, to cause such Affiliate to provide, to the Recipient, or with respect to any service to be provided to an Affiliate of the Recipient, to such Affiliate, the applicable
services (the “Initial Services”) set forth on the Schedules (each, a “Schedule”) annexed hereto. 
 (b) Additional Services. From time to time during the applicable Service Period, the parties may identify additional services that the Provider will provide to the Recipient in accordance with the terms of this Agreement (the
“Additional Services” and, together with the Initial Services, the “Services”). If the parties agree to add any Additional Services, the parties will mutually create a Schedule or amend an existing Schedule for each
such Additional Service setting forth the identities of the Provider and the Recipient, a description of such Service, the term during which such Service will be provided, the cost, if any, for such Service and any other provisions applicable
thereto. In order to become a part of this Agreement, such amendment to the applicable Schedule must be executed by a duly authorized representative of each party, at which time such Additional Service will, together with the Initial Services, be
deemed to constitute a “Service” for the purposes hereof and will be subject to the terms and conditions of this Agreement. The parties may, but will not be required to, agree on Additional Services during the applicable Service Period.
Notwithstanding anything to the contrary in the foregoing or anywhere else in this Agreement, any service actually performed by the Provider upon written or oral request by the Recipient in connection with this Agreement will be deemed to constitute
a “Service” for the purposes of Sections 3 and 5(b), but such “Service” will only be incorporated into this Agreement by an amendment as set forth in this Section 2(b) and Section 5(l). Notwithstanding the
foregoing, neither party will have any obligation to agree to provide Additional Services. 
 (c) Scope of Services.
Notwithstanding anything to the contrary herein, (i) neither the Provider nor any of its Affiliates will be required to perform or to cause to be performed any of the Services for the benefit of any third party or any other person other than
the applicable Recipient or its Affiliates, and (ii) the Provider makes no warranties, express or implied, with respect to the Services, except as provided in Section 2(e). 
 (d) Limitation on Provision of Services. 
 (i) Except as expressly contemplated in the Schedules, neither the Provider nor any of its Affiliates will be obligated to perform or to
cause to be performed any Service in a volume or quantity that exceeds on an annualized basis 110 percent of the historical volumes or quantities of Services performed by it or its Affiliates for the business of the Recipient during calendar year
2008, without reference to the transactions contemplated by the Separation Agreement (“Historical Levels”); provided, however, if the Recipient wishes to increase the volume or quantity of such Services provided under
this Agreement by more than such amount, the Recipient will make a request to the appropriate Provider in writing in accordance with Section 5(n) at least ten (10) Business Days prior to the next Review Meeting setting out in as much
detail as reasonably possible the change requested and the reason for requesting the change, which request will be considered at the next Review Meeting. The Provider may, in its sole discretion, choose to accommodate or not to accommodate any such
request in part or in full. 
  

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 (ii) In case performance of any terms or provisions hereof will be delayed or prevented,
in whole or in part, because of, or related to, compliance with any Law, decree, request or order of any Governmental Authority, either local, state, federal or foreign, or because of riots, war, public disturbance, strike, labor dispute, fire
explosion, storm, flood, acts of God, major breakdown or failure of transportation, manufacturing, distribution or storage facilities, or for any other reason which is not within the control of the party whose performance is interfered with and
which by the exercise of reasonable diligence such party is unable to prevent (each, a “Force Majeure Event”), then upon prompt notice by the party so suffering to the other party, the party suffering will be excused from its
obligations hereunder during the period such Force Majeure Event continues, and no liability will attach against either party on account thereof. No party will be excused from performance if such party fails to use reasonable diligence to remedy the
situation and remove the cause and effect of the Force Majeure Event. 
 (iii) If the Provider is unable to provide a Service
hereunder because it does not have the necessary assets because such asset was transferred from the Provider to the Recipient, the parties will determine a mutually acceptable arrangement to provide the necessary access to such asset and until such
time as access is provided, the Provider’s failure to provide such Service will not be a breach of this Agreement. 
 (iv) Notwithstanding anything to the contrary contained herein, this Agreement will not constitute an agreement for the Provider to provide Services to the Recipient to the extent that the provision of any such Services would not be in
compliance with applicable Laws. 
 (e) Standard of Performance; Standard of Care. 
 (i) The Provider will use its commercially reasonable efforts to provide and cause its Affiliates to provide the Services in a manner
which is substantially similar in nature, quality and timeliness to the services provided by the applicable Provider to the applicable Recipient immediately prior to the date hereof; provided, however, that nothing in this Agreement
will require the Provider to prioritize or otherwise favor the Recipient over any third parties or any of the Provider’s or the Provider’s Affiliates’ business operations. The Recipient acknowledges that the Provider’s obligation
to provide the Services is contingent upon the Recipient (A) providing in a timely manner all information, documentation, materials, resources and access requested by the Provider and (B) making timely decisions, approvals and acceptances
and taking in a timely manner such other actions requested by the Provider, in each case that the Provider (in its reasonable business judgment) believes is necessary or desirable to enable the Provider to provide the Services; provided,
however, that the Provider requests such approvals, information, materials or services with reasonable prior notice to the extent practicable. Notwithstanding anything to the contrary herein, the Provider shall not be responsible for any
failure to provide 

  

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any Service in the event that the Recipient has not fully complied with the immediately preceding sentence. The parties acknowledge and agree that nothing
contained in any Schedule will be deemed to (A) increase or decrease the standard of care imposed on the Provider, (B) expand the scope of the Services to be provided as set forth in Section 2, except to the extent that a Schedule
references a Service that was not provided immediately prior to the date hereof, or (C) limit Sections 5(a) and 5(b). 
 (ii) In providing the Services, except to the extent necessary to maintain the level of Service provided on the date hereof (or with respect to any Additional Service, the agreed-upon level), the Provider will not be obligated to:
(A) hire any additional employees or (B) purchase, lease or license any additional equipment, software or other assets; and in no event will the Provider be obligated to (x) maintain the employment of any specific employee or
(y) pay any costs related to the transfer or conversion of the Recipient’s data to the Provider or any alternate supplier of Services. Further, the Provider will have the right to designate which personnel it will assign to perform the
Services, and it will have the right to remove and replace any such personnel at any time or designate any of its Affiliates or a third-party provider at any time to perform the Services. At the Recipient’s request, the Provider will consult in
good faith with the Recipient regarding the specific personnel to provide any particular Services; provided, however, that the Provider’s decision will control and be final and binding. 
 (iii) The Provider’s sole responsibility to the Recipient for errors or omissions committed by the Provider in performing the
Services will be to correct such errors or omissions in the Services at no additional cost to the Recipient; provided, however, that the Recipient must promptly advise the Provider of any such error or omission of which it becomes
aware after having used commercially reasonable efforts to detect any such errors or omissions. 
 (iv) The parties and their
respective Affiliates will use good faith efforts to cooperate with each other in connection with the performance of the Services hereunder, including producing on a timely basis all information that is reasonably requested with respect to the
performance of Services; provided, however, that such cooperation does not unreasonably disrupt the normal operations of the parties and their respective Affiliates; provided further that the party requesting cooperation
will pay all reasonable out-of-pocket costs and expenses incurred by the party furnishing cooperation, unless otherwise expressly provided in this Agreement or the Separation Agreement. Such cooperation will include exchanging information, providing
electronic access to systems used in connection with the Services and obtaining or granting all consents, licenses, sublicenses, permits, registrations, authorizations or approvals necessary to permit each party to perform its obligations hereunder.
Notwithstanding anything in this Agreement to the contrary, the Recipient will be solely responsible for paying for the costs of obtaining such consents, licenses, sublicenses, permits, registrations, authorizations or approvals, including
reasonable legal fees and expenses. Either party providing electronic access to systems used in connection with Services may limit the scope of access to the applicable requirements of the relevant matter through any reasonable means available, and
any such access will be subject to the terms of Section 5(h). The 

  

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exchange of information or records (in any format, electronic or otherwise) related to the provision of Services under this Agreement will be made to the
extent that (A) such records/information exist and are created in the ordinary course, (B) do not involve the incurrence of any material expense, and (C) are reasonably necessary for any such party to comply with its obligations
hereunder or under applicable Law. Subject to the foregoing terms, the parties will cooperate with each other in making information available as needed in the event of a Tax audit or in connection with statutory or governmental compliance issues,
whether in the United States or any other country; provided, however, that the provision of such information will be without representation or warranty as to the accuracy or completeness of such information. For the avoidance of doubt,
and without limiting any privilege or protection that now or hereafter may be shared by the Provider and the Recipient, neither party will be required to provide any document if the party who would provide such document reasonably believes that so
doing would waive any privilege or protection (e.g., attorney-client privilege) applicable to such document. 
 (v) If
the Provider reasonably believes it is unable to provide any Service because of a failure to obtain necessary consents (e.g., third-party approvals or instructions or approvals from the Recipient required in the ordinary course of providing a
Service), licenses, sublicenses, permits, registrations, authorizations or approvals contemplated by Section 2(e)(iv), such failure shall not constitute a breach hereof by the Provider and the parties will cooperate to determine the best
alternative approach; provided, however, that in no event will the Provider be required to provide such Service until an alternative approach reasonably satisfactory to the Provider is found or the consents, licenses, sublicenses,
permits, registrations, authorizations or approvals have been obtained. 
 (f) Prices for Services. Services provided
to any Recipient pursuant to the terms of this Agreement will be charged at the prices set forth for such Service on the applicable Schedule. Unless otherwise provided in a Schedule hereto by explicit reference to this Section 2(f), a Service
provided by Provider to any Recipient pursuant to the terms of this Agreement will be charged at the prices set forth for such Service on the applicable Schedule plus an uplift equal to (i) two percent (2%) for Services originating within
the United States, regardless of where such Services are received, or (ii) seven and one-half percent (7.5%) for Services originating outside of the United States, regardless of where such Services are received. Except as set forth in
Schedule 3 and Schedule 4 hereto, at the end of each twelve (12) months during the term of the Agreement, Provider will review the charges, costs and expenses actually incurred by Provider in providing any Service (collectively, “Actual
Cost”) during the previous twelve (12) months. In the event the Provider determines that the Actual Cost for any service materially differs from the aggregate costs charged to Recipient for that Service for that period, Provider will
deliver to Recipient documentation for such Actual Cost and the parties will renegotiate in good faith to adjust the appropriate costs charged to Recipient prospectively. 
 (g) Changes in Services. The parties agree and acknowledge that any Provider may make changes from time to time in the manner of
performing the applicable Services if such Provider is making similar changes in performing similar services for itself, its Affiliates or other third parties, if any, and if such Provider furnishes to the Recipient substantially the same notice (in
content and timing) as such Provider provides to its Affiliates or other third parties, if any, respecting such changes. In addition to, and 

  

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without limiting the immediately preceding sentence in any way, and notwithstanding any provision of this Agreement to the contrary, such Provider may make
any of the following changes without obtaining the prior consent of the Recipient: (i) changes to the process of performing a particular Service that do not adversely affect the benefits to the Recipient of such Provider’s provision or
quality of such Service in any material respect or materially increase the charge for such Service; (ii) emergency changes on a temporary and short-term basis; and (iii) changes to a particular Service in order to comply with applicable
Law or regulatory requirements. 
 (h) Services Performed by Third Parties. Nothing in this Agreement will prevent the
Provider from using its Affiliates or third parties to perform all or any part of a Service hereunder. The Provider will remain fully responsible for the performance of its obligations under this Agreement in accordance with its terms, including any
obligations it performs through its Affiliates or third parties, and the Provider will be solely responsible for payments due any such Affiliates or third parties. 
 (i) Responsibility for Provider Personnel. All personnel employed, engaged or otherwise furnished by the Provider in connection
with its rendering of the Services will be the Provider’s employees, agents or subcontractors, as the case may be (collectively, “Provider Personnel”). The Provider will have the sole and exclusive responsibility for Provider
Personnel, will supervise Provider Personnel and will cause Provider Personnel to cooperate with the Recipient in performing the Services in accordance with the terms and conditions of Section 2(e). The Provider will pay and be responsible for
the payment of any and all premiums, contributions and Taxes for workers’ compensation insurance, unemployment compensation, disability insurance, and all similar provisions now or hereafter imposed by any Governmental Authority with respect
to, or measured by, wages, salaries or other compensation paid, or to be paid, by the Provider to Provider Personnel. 
 (j)
Services Rendered as a Work-For-Hire; Return of Equipment; Internal Use; No Sale, Transfer, Assignment; Copies. All materials, software, tools, data, inventions, works of authorship, documentation, and other innovations of any kind, including
any improvements or modifications to the Provider’s proprietary computer software programs and related materials, that the Provider, or personnel working for or through the Provider, may make, conceive, develop or reduce to practice, alone or
jointly with others, in the course of performing Services or as a result of such Services, whether or not eligible for patent, copyright, trademark, trade secret or other legal protection (collectively the “Work Product”), as
between the Provider and the Recipient, will be solely owned by the Provider. Upon the termination of any of the Services, (i) the Recipient will return to the Provider, as soon as practicable, any equipment or other property of the Provider
relating to such terminated Services which is owned or leased by the Provider and is, or was, in the Recipient’s possession or control; and (ii) the Provider will transfer to the Recipient, as soon as practicable, any and all supporting,
back-up or organizational data or information of the Recipient used in supplying the Service to the Recipient. In addition, the parties will use good-faith efforts at the termination of this Agreement or any specific Service provided hereunder, to
ensure that all user identifications and passwords related thereto, if any, are canceled, and that any other data (as well as any and all back-up of that data) pertaining solely to the other party and related to such Service will be returned to such
other party and deleted or removed from the applicable computer systems. All systems, procedures and related materials provided to the Recipient are for the Recipient’s internal use only and only as related to the Services or any of the
underlying 

  

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Systems used to provide the Services and unless the Provider gives its prior written consent in each and every instance (in its sole discretion), the
Recipient may not sell, transfer, assign or otherwise use the Services provided hereunder, in whole or in part, for the benefit of any person other than an Affiliate of the Recipient. The Recipient will not copy, modify, reverse engineer, decompile
or in any way alter Systems without the Provider’s express written consent (in its sole discretion). 
 (k)
Cooperation. Each party will designate in writing to the other party one (1) representative to act as a contact person with respect to all issues relating to the provision of the Services pursuant to this Agreement. Such representatives
will hold review meetings by telephone or in person, as mutually agreed upon, approximately every two (2) weeks to discuss issues relating to the provision of the Services under this Agreement (“Review Meetings”). In the Review
Meetings such representatives will be responsible for (A) discussing any problems identified relating to the provision of Services and, to the extent changes are agreed upon, implementing such changes and (B) providing notice that any
Service has since the prior Review Meeting for the first time exceeded, or is anticipated to exceed, the usual and customary volume for such Service as described in the applicable Schedule. 
 SECTION 3. Charges and Payment. 
 (a) Procedure. Charges for the Services will be charged to and payable by the Recipient, or with respect to any Service to be provided to an Affiliate of the Recipient, by such Affiliate. Amounts payable
pursuant to the terms of this Agreement will be paid to the Provider, or with respect to any Service to be provided by an Affiliate of the Provider, by such Affiliate, at the time provided in the applicable Schedule. 
 (b) Late Payments. Charges not paid within twenty-five (25) days after the date when payable will bear interest at the rate of
0.75% per month for the period commencing on the due date and ending on the date that is twenty-five (25) days after such due date, and thereafter at the rate of 1.5% per month until the date payment is received in full by the
Provider. 
 (c) VAT. All amounts payable for the Services pursuant to Sections 3(a) and 3(b) are exclusive of any
VAT which is or may be chargeable on the supply or supplies for which such amounts are the whole or part of the consideration for VAT purposes. Any VAT so chargeable shall be borne by the Recipient and shall either be accounted for by the Recipient
(where this is required by local Laws or regulations) or paid by the Recipient to the Provider, in either case in addition to the amounts payable pursuant to Sections 3(a) and 3(b). The Provider shall deliver to the Recipient (or, where applicable,
the Recipient shall deliver to the Provider): (i) a valid VAT invoice; and (ii) any other document as may be required by the Recipient to recover the VAT chargeable or claim exemption from VAT, in each case in such form and within any such
timing deadlines as may be required by local laws or regulations. 
 SECTION 4. Term and Termination. 
 (a) Termination Dates. Unless otherwise terminated pursuant to Section 4(b), this Agreement will terminate with respect to any
Service at the close of business on the last day of the Service Period for such Service, unless the parties have agreed in writing to an extension of the Service Period. 
  


 9 








 (b) Early Termination by the Recipient. As provided in the Schedules (regarding
the required number of days for written notice), the Recipient may terminate this Agreement with respect to either all or any one or more of the Services, at any time and from time to time (except in the event such termination will constitute a
breach by Provider of a third party agreement related to providing such Services), by giving the required written notice to the Provider of such termination (each, a “Termination Notice”). Early termination by the Recipient will
obligate the Recipient to pay to the Provider the entire early termination fee provided for in each Schedule subject (in whole or in part) to early termination (the “Early Termination Fees”). Unless provided otherwise in the
applicable Schedule, all Services within a Schedule must be terminated simultaneously. As soon as reasonably practicable after its receipt of a Termination Notice, the Provider will advise the Recipient as to whether early termination of such
Services will require the termination or partial termination, or otherwise affect the provision of, certain other Services (it being understood that the Recipient shall not be entitled to terminate the Information Technology Services described in
Schedules 3 and 4 unless the other Services corresponding thereto are also terminated). If this will be the case, the Recipient may withdraw its Termination Notice within five (5) business days. If the Recipient does not withdraw the
Termination Notice within such period, such termination will be final and the Recipient will be deemed to have agreed to the termination, partial termination or affected provision of such other Services and to pay the Early Termination Fees.

 (i) Early Termination Requirements for Facility Leases. Commercially reasonable efforts shall be taken to ensure
that facility leases entered into or renewed pursuant to this Agreement shall provide for early termination upon commercially reasonable terms. 
 (c) Termination by the Provider. As provided in the Schedules (regarding the required number of days of written notice), the Provider may terminate this Agreement with respect to either all or any one or more
of the Services, at any time and from time to time, by giving the required written notice to the Recipient of such termination, if at such time the Provider does not perform such Service for itself or its Affiliates. Additionally, the Provider may
terminate this Agreement by giving written notice of such termination to the Recipient, if the Recipient breaches any material provision of this Agreement (including a failure to timely pay an invoiced amount); provided, however, that
the Recipient will have thirty (30) days after receiving such written notice to cure any breach which is curable before the termination becomes effective. 
 (d) Termination by BMS. Tax, Treasury, Human Resources, Compliance, EHS, Legal, Procurement, Audit and Insurance Services provided
by BMS may be terminated by BMS upon ninety (90) days’ prior written notice; provided that BMS and its subsidiaries, other than MJN, have ceased to beneficially own shares of Common Stock representing greater than 50 percent of the
total voting power of the outstanding shares generally entitled to elect directors of MJN prior to giving such notice. 
 (e)
Effect of Termination of Services. In the event of any termination with respect to one or more, but less than all, of the Services, this Agreement will continue in full force and effect with respect to any Services not so terminated. Upon the
termination of any or all of the Services, the Provider will cease, or cause its applicable Affiliates or third-party providers to cease, providing the terminated Services. Upon each such termination, the Recipient will promptly (i) pay to the
Provider all fees accrued through the effective date of the Termination Notice, and (ii) pay to the Provider the applicable Early Termination Fees. 
  

 10 








 (f) Data Transmission. In connection with the termination of a particular Service,
on or prior to the last day of each relevant Service Period, the Provider will cooperate fully and will cause its Affiliates to cooperate fully to support any transfer of data concerning the relevant Services to the applicable Recipient. If
requested by the Recipient in connection with the prior sentence, the Provider will deliver and will cause its Affiliates to deliver to the applicable Recipient, within such time periods as the parties may reasonably agree, all records, data, files
and other information received or computed for the benefit of such Recipient during the Service Period, in electronic and/or hard copy form; provided, however, that (i) the Provider will not have any obligation to provide or cause
to provide data in any non-standard format and (ii) if the Provider, in its sole discretion, upon request of the Recipient, chooses to provide data in any non-standard format, the Provider and its Affiliates will be reimbursed for their
reasonable out-of-pocket costs for providing data electronically in any format other than its standard format, unless expressly provided otherwise in the applicable Schedule. 
 SECTION 5. Miscellaneous. 
 (a) DISCLAIMER OF WARRANTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE PROVIDER MAKES NO AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, WITH RESPECT TO THE SERVICES, TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY, SUITABILITY OR ADEQUACY OF THE
SERVICES FOR ANY PURPOSE OR USE. 
 (b) Limitation of Liability; Indemnification. 
 (i) Each party acknowledges and agrees that the obligations of the other party hereunder are exclusively the obligations of such other
party and are not guaranteed directly or indirectly by such other party’s stockholders, members, managers, officers, directors, agents or any other person. Except as otherwise specifically set forth in the Separation Agreement, and subject to
the terms of this Agreement, each party will look only to the other party and not to any manager, director, officer, employee or agent for satisfaction of any claims, demands or causes of action for damages, injuries or losses sustained by any party
as a result of the other party’s action or inaction. 
 (ii) Notwithstanding (A) the Provider’s agreement to
perform the Services in accordance with the provisions hereof, or (B) any term or provision of the Schedules to the contrary, the Recipient acknowledges that performance by the Provider of the Services pursuant to this Agreement will not
subject the Provider, any of its Affiliates or their respective members, stockholders, managers, directors, officers, employees or agents to any liability whatsoever, except as directly caused by the gross negligence or willful misconduct on the
part of the Provider or any of its members, stockholders, managers, directors, officers, employees and agents; provided, however, that the Provider’s liability as a result 

  

 11 








 
of such gross negligence or willful misconduct will be limited to an amount not to exceed the lesser of (i) the price paid for the particular Service,
(ii) the Recipient’s or its Affiliate’s cost of performing the Service itself during the remainder of the applicable Service Period or (iii) the Recipient’s cost of obtaining the Service from a third party during the
remainder of the applicable Service Period; provided further that the Recipient and its Affiliates will exercise their commercially reasonable efforts to minimize the cost of any such alternatives to the Services by selecting the most cost
effective alternatives which provide the functional equivalent of the Services replaced. 
 (iii) NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY THE OTHER PARTY OR ITS
AFFILIATES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT EITHER PARTY OR ITS RESPECTIVE AFFILIATES IS REQUIRED TO PAY (A) ANY AMOUNT ARISING
OUT OF THE INDEMNITY SET FORTH IN SECTION 5(B)(II) AND (B) ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A THIRD PARTY WHO IS NOT AN AFFILIATE OF EITHER PARTY, IN EACH CASE IN
CONNECTION WITH A THIRD-PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES OF THE INDEMNIFIED PARTY AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 5(B)(III). 
 (iv) The Recipient agrees to indemnify and hold harmless the Provider and Affiliates and their respective members, stockholders, managers,
directors, officers, employees and agents with respect to any claims or liabilities (including reasonable attorneys’ fees) (“Claims”), which may be asserted or imposed against the Provider or such persons by a third party who
is not an Affiliate of either party, as a result of (A) the provision of the Services pursuant to this Agreement, or (B) the material breach by the Recipient of a third-party agreement that causes or constitutes a material breach of such
agreement by the Provider, except (with respect to both of the foregoing) for any claims which are directly caused by the gross negligence or willful misconduct of the Provider or such persons. Each party as indemnitee
(“Indemnitee”) will give the other party as indemnitor (“Indemnitor”) prompt written notice of any Claims. If Indemnitor does not notify Indemnitee within a reasonable period after Indemnitor’s receipt of
notice of any Claim that Indemnitor is assuming the defense of Indemnitee, then until such defense is assumed by Indemnitor, Indemnitee shall have the right to defend, contest, settle or compromise such Claim in the exercise of its reasonable
judgment and all costs and expenses of such defense, contest, settlement or compromise (including reasonable outside attorneys’ fees and expenses) will be reimbursed to Indemnitee by Indemnitor. Upon assumption of the defense of any such Claim,
Indemnitor will, at its own cost and expense, select legal counsel, and conduct and control the defense and settlement of any suit or action which is covered by Indemnitor’s indemnity. Indemnitee shall render all cooperation and assistance
reasonably requested by the Indemnitor and 

  

 12 








 
Indemnitor will keep Indemnitee fully apprised of the status of any Claim. Notwithstanding the foregoing, Indemnitee may, at its election and sole expense,
be represented in such action by separate counsel and Indemnitee may, at its election and sole expense, assume the defense of any such action, if Indemnitee hereby waives Indemnitor’s indemnity hereunder. Unless Indemnitee waives the indemnity
hereunder, in no event shall Indemnitee, as part of the settlement of any claim or proceeding covered by this indemnity or otherwise, stipulate to, admit or acknowledge any liability or wrongdoing (whether in contract, tort or otherwise) of any
issue which may be covered by this indemnity without the consent of the Indemnitor (such consent not to be unreasonably withheld or delayed). 
 (c) Compliance with Law and Governmental Regulations. The Recipient will be solely responsible for (i) compliance with all Laws affecting its business and (ii) any use the Recipient may make of the
Services to assist it in complying with such Laws. Without limiting any other provisions of this Agreement, the parties agree and acknowledge that neither party has any responsibility or liability for advising the other party with respect to, or
ensuring the other party’s compliance with, any public disclosure, compliance or reporting obligations of such other party (including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley
Act of 2002 and rules and regulations promulgated under such Acts or any successor provisions), regardless of whether any failure to comply results from information provided hereunder. 
 (d) No Partnership or Joint Venture; Independent Contractor. Nothing contained in this Agreement will constitute or be construed to
be or create a partnership or joint venture between the parties or any of their respective Affiliates, successors or assigns. The parties understand and agree that this Agreement does not make either of them an agent or legal representative of the
other for any purpose whatsoever. No party is granted, by this Agreement or otherwise, any right or authority to assume or create any obligation or responsibilities, express or implied, on behalf of or in the name of any other party, or to bind any
other party in any manner whatsoever. The parties expressly acknowledge that the Provider is an independent contractor with respect to the Recipient in all respects, including with respect to the provision of the Services. 
 (e) Non-Exclusivity. The Provider and its Affiliates may provide services of a nature similar to the Services to any other Person.
There is no obligation for the Provider to provide the Services to the Recipient on an exclusive basis. 
 (f)
Expenses. Except as otherwise provided herein, each party will pay its own expenses incident to the negotiation, preparation and performance of this Agreement, including the fees, expenses and disbursements of their respective investment
bankers, accountants and counsel. 
 (g) Further Assurances. From time to time, each party will use its commercially
reasonable efforts to take or cause to be taken, at the cost and expense of the requesting party, such further actions as may be reasonably necessary to consummate or implement the transactions contemplated hereby or to evidence such matters.

  

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 (h) Confidentiality. 
 (i) Subject to Section 5(h)(iii), each party, on behalf of itself and its respective Affiliates, agrees to hold, and to cause its
respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives to hold, in strict confidence, with at least the same degree of care that applies to such party’s confidential and proprietary
information pursuant to policies in effect as of the date hereof, all Information concerning the other party and its Affiliates that is either in its possession (including Information in its possession prior to the date hereof) or furnished by the
other party, its Affiliates or their respective directors, officers, managers, employees, agents, accountants, counsel and other advisors and representatives at any time pursuant to this Agreement or otherwise, and will not use any such Information
other than for such purposes as will be expressly permitted hereunder or thereunder, except, in each case, to the extent that such Information has been (i) in the public domain through no fault of such party or its Affiliates or any of their
respective directors, officers, managers, employees, agents, accountants, counsel and other advisors and representatives, (ii) later lawfully acquired from other sources by such party (or its Affiliates) which sources are not themselves bound
by a confidentiality obligation, or (iii) independently generated without reference or prior access to any proprietary or confidential Information of the other party. 
 (ii) Each party agrees not to release or disclose, or permit to be released or disclosed, any Information of the other party or its
Affiliates to any other Person, except its directors, officers, employees, agents, accountants, counsel and other advisors and representatives who need to know such Information (who will be advised of their obligations hereunder with respect to such
Information), except in compliance with Section 5(h)(iii); provided, however, that any Information may be disclosed to third parties (who will be advised of their obligation hereunder with respect to such Information) retained by
the Provider as the Provider reasonably deems necessary to perform the Services. 
 (iii) In the event that any party or any
of its Affiliates either determines on the advice of its counsel that it is required to disclose any Information pursuant to applicable Law (including pursuant to any rule or regulation of any Governmental Authority) or receives any demand under
lawful process or from any Governmental Authority to disclose or provide Information of any other party (or of the other party’s Affiliates) that is subject to the confidentiality provisions hereof, such party will notify the other party prior
to disclosing or providing such Information and will cooperate at the expense of such other party in seeking any reasonable protective arrangements (including by seeking confidential treatment of such Information) requested or required by such other
party. Subject to the foregoing, the person that received such a request or determined that it is required to disclose Information may thereafter disclose or provide Information to the extent required by such Law (as so advised by counsel) or by
lawful process or such Governmental Authority; provided, however, that such Person provides the other party upon request with a copy of the Information so disclosed. 
 (i) Headings. The Article, section and paragraph headings contained in this Agreement or in any Schedule or Exhibit hereto and in
the table of contents to this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. 
  

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 (j) Interpretation. For all purposes of this Agreement and the Schedules and
Exhibits to this Agreement: (i) the terms defined in Section 1(a) have the meanings assigned to them in Section 1(a) and include the plural as well as the singular; (ii) all accounting terms not otherwise defined herein have the
meanings assigned under generally accepted accounting principles; (iii) all references in this Agreement to designated “Articles”, “Sections”, “Schedules”, “Exhibits” and other subdivisions are to the
designated Articles, Sections, Schedules, Exhibits and other subdivisions of the body of this Agreement; (iv) pronouns of either gender or neuter will include, as appropriate, the other pronoun forms; (v) the words “herein”,
“hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision; (vi) “or” is not exclusive; (vii) “including” and
“includes” will be deemed to be followed by “but not limited to” and “but is not limited to”, respectively; (viii) “may not” is not prohibitive and not permissive; (ix) “party” or
“parties” refer to a party or parties to this Agreement unless otherwise indicated; (x) any definition of, or reference to, any law, agreement, instrument or other document herein will be construed as referring to such law, agreement,
instrument or other document as from time to time amended, supplemented or otherwise modified; and (xi) any definition of, or reference to, any statute will be construed as referring also to any rules and regulations promulgated thereunder.

 (k) Tax Matters. The Tax Matters Agreement embodies the entire understanding between the parties to this Agreement
relating to (i) the responsibility for the preparation and filing of Tax Returns, and (ii) the liability for Taxes, all or a portion of which Taxes and Tax Returns may arise as a result of or in connection with the transactions
contemplated by this Agreement. This Agreement is not intended to, and does not, modify, amend or supersede either the Tax Matters Agreement, or the understanding embodied in it. 
 (l) Amendments. This Agreement (including the Schedules) may not be amended except by an instrument in writing executed by a duly
authorized representative of each party. By an instrument in writing, the Provider, on the one hand, or the Recipient, on the other hand, may waive compliance by the other with any term or provision of this Agreement (including the Schedules) that
such other party was or is obligated to comply with or perform. Any such waiver will only be effective in the specific instance and for the specific and limited purpose for which it was given and will not be deemed a waiver of any other provision of
this Agreement (including the Schedules) or of the same breach or default upon any recurrence thereof. No failure on the part of any party to exercise and no delay in exercising any right hereunder will operate as a waiver thereof nor will any
single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. 
 (m) Inconsistency. Neither the making nor the acceptance of this Agreement will enlarge, restrict or otherwise modify the terms of the Separation Agreement or constitute a waiver or release by any party of any liabilities,
obligations or commitments imposed upon them by the terms of the Separation Agreement, including the representations, warranties, covenants, agreements and other provisions of the Separation Agreement. In the event of any inconsistency between the
terms of this Agreement (including the Schedules), on the one hand, and the terms of the Separation Agreement, 

  

 15 








 
on the other hand, the terms of the Separation Agreement will control. In the event of any inconsistency between the terms of this Agreement, on the one
hand, and any of the Schedules, on the other hand, the terms of this Agreement (other than charges for Services) will control. 
 (n) Notices. All notices or other communications required or permitted to be given hereunder or under any Schedule or Exhibit will be in writing and will be delivered by hand or sent by prepaid telex, cable or telecopy or sent,
postage prepaid, by registered, certified or express mail or reputable overnight courier service and will be deemed given when so delivered by hand, electronic mail, telexed, cabled or telecopied, or if mailed, three days after mailing (one Business
Day in the case of express mail or overnight courier service) to the contact person listed in the applicable Schedule. Any party may, by notice to the other party, change the contact person to which such notices are to be given. 
 (o) Assignment; No Third-Party Beneficiaries. Neither this Agreement nor any of the rights and obligations of the parties may be
assigned by any party without the prior written consent of the other party, except that (i) the Recipient may assign its rights under this Agreement to any Affiliate or Affiliates of the Recipient without the prior written consent of the
Provider, (ii) the Provider may assign any rights and obligations hereunder to (A) any Affiliate or Affiliates of the Provider capable of providing such Services hereunder or (B) third parties to the extent such third parties are
routinely used to provide the Services to Affiliates and businesses of the Provider, in either case without the prior written consent of the Recipient, and (iii) an assignment by operation of Law in connection with a merger or consolidation
will not require the consent of the other party. Notwithstanding the foregoing, each party will remain liable for all of its respective obligations under this Agreement. Subject to the first sentence of this Section 5(o), this Agreement will be
binding upon and inure to the benefit of the parties and their respective successors and assigns and no other person will have any right, obligation or benefit hereunder. Any attempted assignment or transfer in violation of this Section 5(o)
will be void. 
 (p) Entire Agreement. This Agreement, the Ancillary Agreements, the Schedules and appendices hereto
and thereto contain the entire agreement between the parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such
subject matter and there are no agreements or understandings between the parties with respect to such subject matter other than those set forth or referred to herein or therein. 
 (q) Counterparts. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same
agreement, and will become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other
electronic imaging means will be effective as delivery of a manually executed counterpart of this Agreement. 
 (r)
Severability. If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any applicable Law or public policy, all other conditions and provisions of this Agreement will nonetheless remain in full force
and effect so long as the economic and legal substance of the transactions contemplated by this Agreement 

  

 16 








 
is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of
being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement
are consummated as originally contemplated to the fullest extent possible. 
 (s) Incorporation by Reference. All
Schedules to this Agreement are incorporated herein by reference and made a part of this Agreement as if set forth in full herein. Section 11.16 of the Separation Agreement is incorporated herein by reference, mutatis mutandis, as
if set forth herein. 
 (t) GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. 
  

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 IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the date
first written above. 
  

			
	BRISTOL-MYERS SQUIBB COMPANY,
		
	By	 	 /s/    Douglas McCormack

	Name:	 	Douglas McCormack
	Title:	 	Vice President


  

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 IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the date first written above.

  

			
	MJN RESTRUCTURING HOLDCO, INC.,
		
	By	 	 /s/    William P’Pool

	Name:	 	William P’Pool
	Title:	 	Sr. VP and Secretary


  

 19 








 IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the date first written above.

  

			
	MEAD JOHNSON NUTRITION COMPANY,
		
	By	 	 /s/    William P’Pool

	Name:	 	William P’Pool
	Title:	 	Sr. VP and Secretary


  

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 SCHEDULE 1 
 FINANCIAL SERVICES PROVIDED BY BMS 
 Services Summary Description 
 Provider shall provide the financial Services described below, subject to the terms and conditions of this Agreement (including Section 2 hereof). Such Services
shall be provided in a manner consistent with the scope of Provider’s operating procedures and configuration of software systems as of the Separation Date (except as otherwise set forth in Schedule 2). 
 Services 
  

					
	 Service
	  	 Description
	    	 Countries

	Accounting
			
	General Accounting	  	 •        Processing of journal entries
  
 •        Preparation of Account Reconciliation
  
 •        Monthly local and management profit and loss, and balance sheet reporting,
and submission to corporate reporting systems (including running monthly closing jobs, such as “revaluation” program, system used to collect actuals)
  
 •        Coordination of abandoned property filings
  
 •        Maintenance of chart of accounts, including the creation of new company codes and other master data
  
 •        Processing inbound and outbound information transfers
  
 •        Cost
center reporting detail (excluding Thailand)
  
 •        Utilization of data archiving and retention tools
  
 •        Maintain mapping tables in SAP, BPCS, Mapics, and EARS, as
applicable
  
 •        Scheduling of interfaces with SAP, BPCS, as applicable
  
 •        Processing of appropriate system access requests and production of security
and audit reports
  
 •        Standard analyses, upon request, of balance sheet or profit and loss statements
  
 •        Gross margin system maintenance, reporting and supporting journal entries

	    	USA, Canada, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Argentina, Mexico, Central America, Caribbean, China, Indonesia, India, Guam, Spain,
Portugal, Nijmegen, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Thailand, Philippines, Taiwan, Hong Kong, Malaysia, Singapore1, Vietnam, Australia, Dominican Republic

  

	 1
	 Refers to Singapore Opco, Singapore Holdco and Triple J unless otherwise specifically stated.



  

 21 









					
	 Service
	  	 Description
	    	 Countries

		  	 •        Support monthly close process
  
 •        Support royalty accounting
  
 •        GOA and DOA maintenance and support
  
 •        Accrual management and accounting (excluding Thailand)
  
 •        Goods in Transit support (excluding Thailand)
  
 •        Statutory reporting (excluding Thailand)
  
 •        External reporting related to government, SEC, audit and compliance
requirements
  
 •        Export & Import services (excluding Thailand)
	    	
			
	Gross Margin	  	 Financial management of the corporate intercompany profit reserve created when intercompany sales are eliminated and the subsequent recognition of
this intercompany profit on the consolidated P&L. Specific activities are:
  
 •        Calculate and record on the P&L recognized Intercompany Profit by management market.
  
 •        Assist
market/regional finance with monthly analysis/validation of Intercompany profit recognized on the P&L.
  
 •        Manage and validate total company Intercompany Profit balance sheet
reserve.
  
 •        Calculate and record annual revaluation of Intercompany Profit in inventory and coordinate analysis and agreement with market/regional finance.
  
 •        Provide markets/headquarters with sales/cost information from Gross Margin System.
  
 •        Gross Margin System maintenance & upgrades.
	    	Worldwide

  

 22 









					
	 Service
	  	 Description
	    	 Countries

	Fixed and Intangible Asset Accounting	  	 •     Review construction in progress to ascertain if expenses are properly
classified (excluding Thailand)
  
 •     Monthly reporting
  
 •     Capitalizing closed projects
  
 •     Calculating and booking depreciation to general ledger
  
 •     Maintain capital
expenditure support (excluding Thailand)
	    	USA, Canada, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Dominican Republic, Argentina, Mexico, China, Indonesia, India, Spain, Portugal, Nijmegen, France, Belgium, Italy, Poland,
Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Thailand, Philippines, Taiwan, Hong Kong, Malaysia, Singapore, Vietnam, Australia
			
	Accounts Payable & Disbursements	  	 •     Providing accounts payable functionality, including scanning, routing of
documents, Web-EDI, EDI, reporting and duplicate payment checking
  
 •     Providing vendor and employee inquiry abilities through web or voice technology
  
 •     Help desk support and problem resolution
  
 •     Processing grant of
authority requests and providing reports for review
  
 •     Processing wire transfers
  
 •     Processing manual check requests (excluding Thailand)
  
 •     Vendor check distribution and remittance advices either by electronic means or fax

 
 •     Processing invoices
through the accounts payable process based upon the payment terms provided by Recipient
  
 •     Journal entry preparation, review and approval and manual journal vouchers
  
 •     Account Reconciliation
preparation, review and approval
  
 •     1099 and 480 reporting
  
 •     Support for travel & entertainment expenses
  
 •     Corporate and P-Card support
  
 •     Vendor master data
maintenance
	    	USA, Canada, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Dominican Republic, Argentina, Mexico, Central America, China, Indonesia, Hong Kong, India, Spain, Portugal, Nijmegen,
France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Thailand, Philippines, Taiwan, Malaysia, Singapore, Vietnam, Australia, Guam

  

 23 









					
	 Service
	  	 Description
	    	 Countries

		  	 •     Trial Balance reports for vendors that include detailed invoices and
aging
  
 •     Parked and blocked document reporting and trending (SAP/BPCS (as applicable) in-boxes)
  
 •     Cleared item reporting
  
 •     Various metric reports
that track performance, including number of invoices processed per month, time taken from scan to payment, time documents sit in SAP/BPCS (as applicable) inboxes, etc.
  

•     Travel and Expense support (including Concur)
	    	
			
	Tax	  	 •     Preparation of Tax Returns (income, VAT, sales and use Taxes) (excluding
Thailand, China and Vietnam)
  
 •     Supporting worldwide Tax services including VAT (excluding Thailand, Canada, China and Vietnam)
  
 •     Accounts payable related tax reporting (i.e., 1099s, 480s) (excluding Thailand, China and
Vietnam)
  
 •     VAT, Sales & Use Tax (excluding Thailand, China and Vietnam)
  
 •     Tax services related to PCOPS (the Europe Region only) (excluding Thailand, China and
Vietnam)
  
 •     Tax Provision and Reporting
  
 •     Tax preparation, solely to the extent related to VAT and sales and use taxes (excluding Thailand, China and Vietnam)
  
 •     Tax audit support in the
areas of income, VAT, sales and use Taxes (excluding Thailand, China and Vietnam).
	    	USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Puerto Rico, Peru, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Norway, Poland, Portugal,
Russia, Spain, Sweden, United Kingdom, Australia, Taiwan, Singapore, Nijmegen, China, Vietnam, Thailand, India
			
	Tax (US Only)	  	 •     Analyze monthly use tax accruals
  
 •     Handle all external
sales and use tax and Property Tax inquiries
  
 •     Prepare Real and Personal Property Tax Budgets.
  
 •     Update Tax Records to capture monthly tax exemptions in Taxware via the STEP
process.
	    	USA
			
	Treasury	  	 •     Payment management
  
 •     Determining funding
levels for local banks
	    	Brazil, Colombia, Ecuador, Venezuela, Peru, Argentina, Mexico,

  

 24 









					
	 Service
	  	 Description
	    	 Countries

		  	 •     Processing local transfers
  
 •     Issuing
checks
  
 •     Cadivi Function (Venezuela only)
  
 •     Services specifically exclude:
  
 •     All cash planning and cash forecasting activities
  
 •     Hedging
strategy
  
 •     Repatriation and Dividend strategy
	    	Spain, Portugal, Nijmegen, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Australia, Taiwan, Dominican Republic, China, India
			
	Master Data Maintenance	  	 •     Administration of standard, routine Pricing, Item Master and customer and material master data maintenance
during the Term; provided that Provider shall not provide these services for any program that may be introduced by Recipient or the Business after the Closing Date for which Provider lacks the system capability to accommodate.
	    	USA, Canada, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Argentina, Mexico, Central America, Caribbean, China, Indonesia, India, Spain, Portugal, France, Belgium, Italy, Poland,
Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Hong Kong, Thailand, Philippines, Malaysia, Taiwan, Singapore, Dominican Republic, Australia, Vietnam
			
	Miscellaneous	  	 •        Access to WebC3 for departmental expense reporting

  
 •        Commissions processing
	    	USA, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Argentina, Mexico, India, Spain, Portugal, Nijmegen, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands,
UK, Ireland

  

 25 









					
	 Service
	  	 Description
	    	 Countries

	Financial Reports	  	 Cost Center Reports
  
 •     Upon reasonable request (but only to the extent such report is provided to the Business prior
to the Closing Date in the ordinary course), Provider shall provide reports that summarize departmental expenses by account, on both a month-to-date and year-to-date basis.
	    	USA, Canada (Fixed Assets Reports only), Puerto Rico, Peru, Mexico, China, Indonesia, Philippines, India, Spain, Portugal, France, Belgium, Italy, Poland, Russia, Sweden, Denmark,
Norway, Netherlands, UK, Ireland, Brazil, Argentina, Dominican Republic, Ecuador, Venezuela, Colombia, Hong Kong, Taiwan, Australia, Vietnam, Singapore, Malaysia, Thailand
		  	  
 Balance Sheet Reports
  
 •     Upon reasonable request
(but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide reports for assets and liabilities, indicating change in month-to-month activity as well as current account
balance by profit center and opening balances. In addition, upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide trend reports, which shall
be run on a legal entity basis, or on a management basis where certain accounts or portions thereof are allocated between profit centers.
  
 Profit and Loss Reports
  
 •     Upon reasonable request (but only to the extent such report is provided to the Business prior
to the Closing Date in the ordinary course), Provider shall provide profit and loss reports, which shall be run on a legal entity and a management basis. In addition, upon reasonable request (but only to the extent such report is provided to the
Business prior to the Closing Date in the ordinary course), Provider shall provide a profit and loss trial balance, both with detailed and summary reports, which shall be processed for all profit centers or individually by profit center.

 
 Project Reports
  
 •     Upon reasonable request
(but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide reports that track year-to-date and life-to-date project spending. Such reports shall be sorted by either
project spending and account, or account and project within each account.
	    

  

 26 









					
	 Service
	  	 Description
	    	 Countries

		  	 Fixed Asset Reports
  
 •     Upon reasonable request (but only to the extent such report is provided to the Business prior
to the Closing Date in the ordinary course), Provider shall provide fixed asset reports that shall include capital spending by department, general asset listings, assets within a capital appropriation request (“CAR”) report, listing of
asset retirements, fixed asset tag listing and an asset history sheet (such history sheet shall reflect all activity to the asset: i.e., retirements, disposals/transfer in/out of depreciation). In addition, upon reasonable request (but only to the
extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide a report that isolates CARs that have had no spending activity in the prior six (6) months and a capital recapitulation
report, which classifies a CAR’s total spending to date, amount capitalized and amount expensed as well as the amount not yet expensed or capitalized. Lastly, upon reasonable request (but only to the extent such report is provided to the
Business prior to the Closing Date in the ordinary course), Provider shall provide a report that summarizes assets by location.
  
 Other Reports
  
 •     Upon reasonable request (but only to the extent such report is provided to the Business prior
to the Closing Date in the ordinary course), Provider shall provide tie-out reports that compare ledger balances against management system interfaces and an account balance report that indicates detailed transaction activity. In addition, upon
reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), 
	    	

  

 27 









					
	 Service
	  	 Description
	    	 Countries

		  	 Provider shall provide master data change reports, audit reports, a full profit and loss report by product and other reports that are needed to support
Management and Statutory requirements.
	    	
			
	 Export Accounting
	  	 •     Report sales from Cosmics.
  
 •     Apply cash to customers.

  
 •     Answer
international market questions related to sales and customer accounts.
  
 •     Calculate bad debt and PPV, reconcile inventory, set-up new customer accounts/product groups, and record a freight accrual.
  
 •     Performing Monthly
reporting and month-end close activities.
	    	USA
			
	 Audit
	  	Support for Internal and External Accounting inquiries.	    	Canada, Spain, Portugal, Nijmegen, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Puerto Rico, Brazil, Ecuador, Argentina, Peru, Mexico, China,
Indonesia, Philippines, India, Guam, Dominican Republic, Australia, Malaysia, Singapore, Thailand, Taiwan, Vietnam, Hong Kong
			
	 Cost Accounting
	  	 •        Calculate and record purchase price
variance.
  
 •        Provide cost and inventory accounting services to non-manufacturing locations as needed.
	    	Canada, Spain, Portugal, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Argentina, Brazil, Ecuador, Venezuela, Colombia, Peru, Taiwan, India,
Dominican Republic

  

 28 









					
	 Service
	  	 Description
	    	 Countries

	Credit & Collection	    	
			
	 Billing Invoices
	  	Provider shall be responsible for the billing of invoices reflective of all promotion and other allowances offered, based on Provider’s authorized pricing as in effect as of the Closing.
Provider also shall continue the collection of said billing during the Term.	    	Puerto Rico, Brazil, Colombia, Ecuador, Peru, Venezuela, Argentina, Mexico, Taiwan, India, Nijmegen
			
	Processing of Customer Deductions	  	All customer deductions for returns, price and promotion allowances, coupons and other such chargebacks, during the Term shall be processed by Provider, with the liability for such claims
allocated as set forth in the Purchase Agreement. A joint communication shall be distributed to customers from Recipient and Provider to clearly delineate the dates when: (a) the liability for claims transfers to Recipient and (b) Provider’s
responsibility for collecting and processing ends (at the end of the Term). In order to preserve auditing trails, customer deductions occurring after the Term should be handled directly with each customer and not between Recipient and
Provider.	    	Canada, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Argentina, Mexico, Taiwan, India, Nijmegen
			
	Management of credit risks	  	Provider shall perform all credit services consistent with its policies and procedures existing as of the Closing. The management of credit risks shall be maintained by Provider in conjunction
with Recipient. All credit risk for bad debt and/or non-payment of accounts receivable shall be the responsibility of Recipient.	    	Canada, Puerto Rico, Brazil, Colombia, Ecuador, Peru, Venezuela, Argentina, Mexico, Ireland, Nijmegen, Taiwan
			
	Monitoring of Customer Cash Collection	  	Provider shall monitor customer cash collection and perform follow-up on customers that exceed invoice terms in a manner consistent with the collection services provided to the Business prior to
the Closing Date.	    	Canada, Puerto Rico, Brazil, Colombia, Ecuador, Peru, Venezuela, Argentina, Mexico, Taiwan, India, Nijmegen
			
	Periodic Settling	  	Provider and Recipient will settle on the last day of each calendar month (or the first business day thereafter if such day is not a business day), for the preceding calendar month (or part
thereof) in the Term, the net activity of cash collected net of cash paid.	    	Canada, Puerto Rico, Mexico, Hong Kong, Taiwan, Nijmegen

  

 29 









					
	 Service
	  	 Description
	    	 Countries

	Communicate bankruptcy notices	  	In the event of a notification of a customer bankruptcy, Provider will immediately communicate the bankruptcy to the Recipient.	    	USA, Taiwan, India, Canada, Puerto Rico, Nijmegen
			
	Pricing	  	 •     Process appropriately authorized requests to create and update customer
hierarchy and pricing master records in SAP,
  
 •     Refer any customer price queries to Business/ Sales Managers for investigation and approval.
  
 •     Check SAP audit reports against authorized requests for accuracy.
	    	Puerto Rico, Mexico
			
	Audit of cycle counting process	  	Perform audits/observation of inventory cycle counts at distribution centers.	    	Taiwan, India, Mexico
		
	Cash Application Services	    	
			
	Collection Services for Accounts Receivable	  	Collection services provided for accounts receivable shall be in accordance with the terms and conditions of sale. All costs associated with collection agencies or investigations will be the
responsibility of the Recipient.	    	Canada, Puerto Rico, Brazil, Colombia, Ecuador, Peru, Venezuela, Argentina, Mexico, India, Taiwan, Nijmegen
			
	Cash Application Services	  	Provider shall be responsible for the collection of customer cash and the application of such payments to appropriate customer accounts and invoices with the receipt of appropriate documents
from the relevant bank. Payments received for the Business shall be forwarded to the Business lock-boxes.	    	Canada, Puerto Rico, Mexico, Nijmegen, Venezuela, Colombia, Ecuador, Brazil, Argentina, Peru, Taiwan, India, Vietnam
		
	Order Entry and Customer Service	    	
			
	Order Processing (Order-to-Cash)	  	Provider shall manage all order input, processing, filling, invoicing and shipment functions. All orders shall be processed as per existing metrics. Subject to product availability, Provider
shall ensure that the period between its receipt of an order from a customer and the customer’s receipt of the ordered products, or “customer service cycle time”, shall be consistent with historical trends. Provider and Recipient
shall work together to develop a transition plan to seamlessly transition order management and order fulfillment so that no later than the date of the termination of the Services described in this paragraph all orders are being managed and fulfilled
by Recipient; provided that Provider	    	Canada (excluding shipping), Puerto Rico, Brazil, Argentina, Colombia, Venezuela, Taiwan, Nijmegen, India

  

 30 









					
	 Service
	  	 Description
	    	 Countries

		  	shall not be responsible for providing such Services after the expiration of the Term if such transition plan does not result in Recipient managing and fulfilling all orders of the Business.
Manage order monitoring, credit holds and order release.	    	
			
	Maintenance and review of relevant bank accounts	  	Provider shall maintain and review of relevant bank accounts, including those relevant to order entry and customer service.	    	Canada, Puerto Rico, Argentina, Brazil, Ecuador, Taiwan, India, Nijmegen, Australia, Mexico
			
	Monthly GST return calculation and preparation	  	Provider Monthly GST/VAT return calculation and preparation (excluding lodgment)	    	Canada, Puerto Rico, Brazil, Colombia, Ecuador, Peru, Venezuela, Argentina, Taiwan, India, Nijmegen, Australia
			
	Pricing, Item Master and customer master file maintenance	  	 •     Establish and maintain pricing, item master, and customer master files.

  
 •     Establish
and maintain customer hierarchy.
	    	Canada, Puerto Rico, Brazil, Colombia, Venezuela, Ecuador, Argentina, Peru, Taiwan, India, Nijmegen
			
	Coordination, collection of required documents and completion of government bids	  	Maintain effective filing/archiving system for all required documents for the order process and accounts receivables, in accordance with document retention policy.	    	Puerto Rico, Taiwan
			
	Monthly sales accruals and cash discount calculations	  	Record any required accruals each month, and perform discount calculations.	    	Mexico, Puerto Rico, Argentina, Colombia, Ecuador, Venezuela, Brazil, Peru, Taiwan, India, Nijmegen
			
	Manage customer calls and inquiries	  	 •     Receive queries from customers.
  
 •     Refer technical, medical
and customer queries relating to product usage and specific commercial issues to relevant personnel in Recipient.
  
 •     Investigate and resolve queries within agreed timeframe.
  
 •     Provider shall make
available its existing call centers and toll-free telephone
	    	Argentina, Colombia, Venezuela, Canada, Puerto Rico, Nijmegen

  

 31 









					
	 Service
	  	 Description
	    	 Countries

		  	numbers to serve as the primary point of contact for adverse event reports and customer complaints. Recipient shall be solely responsible for the management and resolution of any adverse event
reports and customer complaints, which shall be performed in accordance with all applicable Laws and good industry practice. Recipient shall be responsible for the implementation of any required product recalls and associated
communications.	    	
			
	Consolidation Services	  	 •     Recipient has the right to use the consolidation system
  
 •     The Consolidation module
will be maintained for the Recipient
  
 •     Two months of knowledge transfer will occur to ensure the recipient.
	    	Worldwide
			
	Knowledge Transfer	  	It is understood that the Recipient plans to roll out a global SAP instance with a third party service level delivery platform. Knowledge transfer will occur during this roll-out
time.	    	USA

 Cost 
 Cost of Services shall be charged each month at a fixed amount of $1,630,071. 
 Term: 
 Until the date that is thirty-six (36) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior
written notice, up to a maximum of an additional twelve (12) months. 
 Knowledge Transfer: When services are terminated, both parties
understand that knowledge transfer between the parties will occur. The cost of this knowledge transfer will be determined at the time the notification of the termination occurs. 
 Service Level Agreements: A Service Level Agreement (“SLA”) between each individual country of the Recipient and Provider will be prepared. Each SLA will address the specific requirements of
each country. If there is a discrepancy between the SLA and the TSA, the TSA will take priority. 
 Early Termination of Services: Termination
at any time upon 180 days’ prior written notice; provided, however, that the Services set forth in this Schedule may be terminated with respect to a particular country without such Services being terminated with respect to any
other country; provided further, that if any Service set forth in this Schedule is so terminated with respect to a particular country, all Services set forth in this Schedule with respect to such country must be concurrently terminated. If
the Recipient elects to change the underlying information systems 

  

 32 








 
used to perform services provided by Provider, causing Provider to be unable to provide the services without incremental work, Services will considered to be
terminated by the Recipient. Any incremental costs incurred by the Provider due to the early termination of outsourced services will be fully absorbed by the Recipient. Upon the early termination of any Service(s) in this Schedule, Early Termination
Fees equal to 100% of all actual stranded costs caused by the early termination shall be charged on a monthly basis for so long as such stranded costs exist. 
 Recipient: MJN 
 Provider: BMS 
 Point of Contact, Recipient: Stan Burhans 
 Point of Contact, Provider: Karen Murphy 
 Payment Terms: All payments and cash due to periodic settling are due within thirty (30) days of receipt of invoice by Recipient. 
  

 33 








 SCHEDULE 2 
 FINANCIAL SERVICES PROVIDED BY MJN 
 Services Summary Description 
 Provider shall provide the financial Services described below, subject to the terms and conditions of this Agreement (including Section 2 hereof). Such Services
shall be provided in a manner consistent with the scope of Provider’s operating procedures and configuration of software systems as of the Separation Date (except as otherwise set forth in Schedule 2). The individuals performing these
responsibilities will be directed and managed by the Recipient. 
 Services 
  

					
	 Service
	  	 Description
	    	 Countries

	 Accounting
	  		    	
			
	Services provided to Asia Satellite Structure:	  		    	
			
	General Accounting:	  	 •     Journals
  
 •     Supporting documentation
preparation
  
 •     Collection of supporting documentation from others
  
 •     Journal Entry input, approval and other JE activities
  
 •     Month-end Close
Submission
  
 •     US GAAP legal entity P&L and balance sheet preparation
  
 •     WD 1-5 alignment with Business / Sanity check
  
 •     Inventory accounting

  
 •     ICBC
  
 •     Request and receive ICBC
  
 •     Approve ICBC
  
 •     Out of balances issue resolutions
  
 •     Account reconciliations

  
 •     Gathering
supporting documentation
  
 •     Preparation of reconciliation within the tool
  
 •     Reconciliation approval within the tool
  
 •     Review reconciliation
(traffic light) within the tool
  
 •     Others
  
 •     GRIR
  
 •     GRIR open item review and close
	    	Hong Kong, Malaysia, Indonesia, Philippines, Vietnam, Thailand, China

  

 34 









					
	 Service
	  	 Description
	    	 Countries

			
		  	 •     GRIR MR11 Clearing
  
 •     Others
  
 •     Annual US to Local GAAP
Corporate Reporting
  
 •     Corporate Reporting
  
 •     Projection Balance Sheet
  
 •     Balance Sheet actuals (flux analysis)
  
 •     Direct Customer Product
Inventory report
  
 •     Corporate Reporting submission – other activities
  
 •     Other Corporate Reporting
  
 •     Post employment benefits
computation
  
 •     Legal entity forecasting
  
 •     R&D actuals and projection
  
 •     FAS 133 Reporting
  
 •     Headcount
Reporting
  
 •     General Accounting Compliance
  
 •     New accounting policies implementation
  
 •     SOX related activities
  
 •     Finance contracts review
/ contract management finance review
  
 •     Internal and external audits
  
 •     Management
  
 •     Role of coaching / performing supervisory
  
 •     Project management / process improvement
	    	
			
	 Accounts Payable
	  	 •     Providing accounts payable functionality, including scanning, routing of
documents, reporting and duplicate payment checking
  
 •     Providing vendor and employee inquiry abilities
  
 •     Support for travel & entertainment expense processing
  
 •     Corporate and P-Card
support (including Concur)
	    	Hong Kong, Malaysia, Indonesia, Philippines, Vietnam, Thailand, China

  

 35 









					
	 Service
	  	 Description
	    	 Countries

	Local General Accounting	  	Locally provided services on top of those provided by APFSS, on general accounting, fixed and intangible asset accounting, accounts payable and disbursements, financial reports, supporting
local tax services, and internal and external audit supports.	    	Thailand

 Cost 
 Cost of Services shall be charged each month at a fixed amount of $20,250 per month. 
 Term: 
 Until the date that is thirty-six (36) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior
written notice, up to a maximum of an additional twelve (12) months. 
 Knowledge Transfer: 
 When services are terminated, both parties understand that knowledge transfer between the parties will occur. The cost of this knowledge transfer will be determined at
the time the notification of the termination occurs. 
 Early Termination of Services: Termination at any time upon 180 days’ prior
written notice; provided, however, that the Services set forth in this Schedule may be terminated with respect to a particular country without such Services being terminated with respect to any other country; provided further,
that if any Service set forth in this Schedule is so terminated with respect to a particular country, all Services set forth in this Schedule with respect to such country must be concurrently terminated. Upon the early termination of any Service(s)
in this Schedule, Early Termination Fees equal to 100% of all actual stranded costs caused by the early termination shall be charged on a monthly basis for so long as such stranded costs exist. 
 Recipient: BMS 
 Provider: MJN 
 Point of Contact, Recipient: Damian O’Reilly 
 Point of Contact, Provider: Kathy MacDonald 
 Payment Terms: All payments due within thirty (30) days of receipt
of invoice by Recipient. 
  

 36 








 SCHEDULE 3 
 INFORMATION TECHNOLOGY SERVICES PROVIDED BY BMS 
 Countries: Worldwide 
 Services Summary Description 
 Provider shall provide and
manage certain information technology services for Recipient as set forth in Exhibit A (Base IT Services Support), Exhibit B (Business Application Support and Development), Exhibit C (Workplace Services) and Exhibit D (IT Project Services) to this
Schedule. In addition, upon completion of any project identified in Exhibit D to this Schedule, Provider and Recipient shall amend Exhibits A, B and C to this Schedule to add the completed project to such Exhibits as appropriate. All IT
Services provided to Recipient at Historical Levels will continue to be provided except where specifically excluded in this Schedule. Services not included in the scope of this Schedule include: Outsourced Services Management for new services
acquired by Recipient, use of Beeline by Recipient for IT contractor management, Consulting Services in cases where Provider has no capability or vested interest in changes to shared infrastructure or applications, Client Facing support by the
Strategic Integration Organization outside of the US, and Validation Document Archive for new Applications used only by Recipient. Additionally, costs required to separate Services prior to or during the term of this Schedule are not included in the
costs and would be incremental to the cost of this Schedule. Recipient will use Provider-required project intake processes and systems for all requests made against Services made available by Provider. 
 Changes in Services made by Provider during the Term of this Agreement will be made available to Recipient based on mutual consent, with incremental costs necessary to
include Recipient being borne by Recipient. Additional Services adopted by Provider during the Term of this agreement will be made available to Recipient based on mutual consent, with incremental costs necessary to include Recipient being borne by
Recipient. Discontinuation of Services by Provider will be made available, on mutual consent, to Recipient with Recipient bearing the full cost associated with that Service. Provider must notify Recipient within 180 days for the first twelve
(12) months and ninety (90) days thereafter of any Discontinuation of Services. Recipient must make a request in writing to Provider for inclusion of any Additional Services. At time of receipt of Recipients request by Provider, Provider
will within the following thirty (30) days provide a plan of action to include Recipient in the Additional Services or send a rejection of the Recipients request to the Recipient of their request to be included in the Additional Services.
Provider will notify Recipient within fifteen (15) days of any Change in Services. 
 Recipient shall be responsible for the development, construction,
testing and implementation of its own computing environment. All costs and expenses associated therewith (the “Development Costs”) shall be borne by Recipient. 
 Without limiting the generality of the foregoing, Recipient shall act as project manager for the development, construction, testing and implementation of its computing environment. Recipient agrees that its
responsibilities as project manager shall include preparation (and communication to Provider) of reasonable project timelines and requirements for technical expertise or specialist personnel, hiring and supervision of systems integrators or other
personnel and timely delivery, testing and implementation of the computing environment. Recipient will collaborate with Provider on the development of the project timelines, with Provider and Recipient approving the project timelines before any
business plans are made to effect change in either the Recipient or 

  

 37 








 
Provider computing or business environments. Provider shall not provide any resources above and beyond the normal course of delivering Provider-provided
services required to operate the Business during the Term. Provider reserves the right to replace, upgrade, or modify its operating procedures and/or software systems at any time during the Term. 
 Limitation of Service 
 Recipient shall adhere to and follow
all relevant Provider policies governing the use of Services provided in this Schedule 3. This shall include, but not be limited to, Provider’s internet usage policy and security policies. 
 Transition of Services 
 Provider will provide the support
required to transition services and applications for Recipient; and such support will be managed as a project per Exhibit D with the cost associated with that transition borne by Recipient. 
 Data Transfers 
 In relation to data transfers, the following
principles shall be adhered to: 
  

	 	•	 	 Any request to transfer data shall be done as project per Exhibit D with all costs at an incremental expense to Recipient 


  

	 	•	 	 Any transferred data shall be transferred in Provider standard format 


  

	 	•	 	 Any data customization request shall be at an incremental expense to the Recipient 


  

	 	•	 	 Data conversion and mapping activities shall be mutually agreed to during initiation of the project under Exhibit D 


  

	 	•	 	 During the Term, Provider does not commit to segregating data which is co-mingled, with the exception of financial data, the segregation of which shall be performed
at an incremental expense to the Recipient 


 Cost 
 Subject to Exhibit B, Cost of Services shall be charged each month at a fixed amount as follows: 
  

						
	 Local Market (Country)
	  	Foreign
Currency Type	  	TSA Costs
(in USD)
	 Australia
	  	AUD	  	$	418
	 Hong Kong
	  	HKD	  	$	6,677
	 India
	  	INR	  	$	3,089
	 Indonesia
	  	IDR	  	$	12,256
	 Singapore
	  	SGD	  	$	4,106
	 Taiwan
	  	TWD	  	$	27,271
	 Thailand
	  	THB	  	$	115,083
	 Vietnam
	  	VND	  	$	4,643
	 Belgium
	  	EUR	  	$	500
	 Denmark
	  	N/A	  	$	583
	 France
	  	EUR	  	$	5,520

  

 38 









						
	 Local Market (Country)
	  	Foreign
Currency Type	  	TSA Costs
(in USD)
	 Ireland
	  	EUR	  	$	83
	 Italy
	  	EUR	  	$	1,167
	 Netherlands
	  	EUR	  	$	16,610
	 Norway
	  	N/A	  	$	500
	 Poland
	  	PLN	  	$	1,834
	 Portugal
	  	EUR	  	$	750
	 Russia
	  	N/A	  	$	83
	 Spain
	  	EUR	  	$	4,338
	 Sweden
	  	SEK	  	$	750
	 United Kingdom
	  	GBP	  	$	83,113
	 Argentina
	  	ARS	  	$	417
	 Brazil
	  	BRL	  	$	14,655
	 Canada
	  	CAD	  	$	41,917
	 Colombia
	  	COP	  	$	11,612
	 Ecuador
	  	N/A	  	$	8,268
	 Mexico
	  	MXN	  	$	138,083
	 Peru
	  	PEN	  	$	8,451
	 Venezuela
	  	VEF	  	$	647
	 Puerto Rico
	  	N/A	  	$	7,083
	 U.S.A.
	  	N/A	  	$	2,650,202
	 Total
	  		  	$	3,170,710

 In addition, Recipient shall be obligated to pay increased and renewal maintenance and licensing costs from
vendors for software dedicated to Recipient covered under this Section. 
 Where Provider’s third party service providers may charge Recipient’s
legal entities prior to the Separation Date and such charges are covered by the Cost of Services, those charges shall be removed from the total Cost of Services on a quarterly basis. 
 Additional Costs 
 New projects or services agreed to under Exhibit D of this Schedule 3 shall be borne by
Recipient as agreed to by acceptance of such projects and services. 
 Recipient shall be responsible for maintaining a Capital Appropriation Request (CAR)
for the purchase of all new or replacement PCs during the Term. 
 Purchase of software on Recipient’s behalf by Provider above historical levels or
unique to the Recipient shall be borne by Recipient. 
 Variable service costs that are directly charged to cost centers prior to separation will continue to
be billed to Recipient and are not included in the monthly costs provided in this Schedule 3. 
  

 39 








 Modification of Costs during Term 
 During the term of this Agreement, Provider and Recipient shall review the Services provided under this Schedule and the costs charged to provide Services twice annually. Provider’s Cost of Services shall be
modified as documented in Provider’s Annual Business Plan once per year. Provider’s Cost of Services shall be modified twice per year based on Recipient volume of Services used under this Schedule. 
 Term: Until the date that is thirty-six (36) months after the Separation Date, except for Exhibit C which shall be twenty-four (24) months, with
Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional three (3) months, provided that the Recipient acknowledges and agrees that any other Schedule depending on IT
Services as outlined in Section 4(b) must be terminated prior to Schedule 3; and an extension for any one of the aforementioned Schedules is deemed to be also an extension for Schedule 3 set out herein, and for the same extended Term. In the
event that the Term of this Schedule 3 (excluding Exhibits C and D) is extended beyond thirty-six (36) months due solely to Recipient extending the Term of either Schedule 1 or Schedule 2 beyond thirty-six (36) months, Provider and
Recipient shall discuss in good faith the scope of Services to be provided pursuant to this Schedule 3 (excluding Exhibits C and D) for such extended period. 
 Early Termination of All Services: Termination by Recipient at any time upon ninety (90) days’ prior written notice provided that all Schedules noted above that rely on this Schedule have been terminated prior to
termination of this Schedule. Upon the early termination of any Service(s) in this Schedule, Early Termination Fees equal to 100% of all actual stranded costs caused by the early termination shall be charged on a monthly basis for so long as such
stranded costs exist. 
 Transition: Transition out of Services or applications in this Schedule by Recipient must be planned and agreed to by
Provider. Due to interdependency of applications and Services provided in this Schedule, failure to communicate and plan transition by Recipient with Provider may limit or reduce Services provided by Provider. 
 Provider: BMS 
 Recipient: MJN 
 Point of Contact, Recipient: Derek Faughn 
 Point of
Contact, Provider: Susan Liddie 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

  

 40 








 EXHIBIT A 
 BASE IT SERVICES SUPPORT 
 Services Summary Description 
 The Services to be provided by Provider under this Exhibit shall generally be described as Base IT Services Support. Except where specifically excluded, the Services
include, but are not limited to, continued use and support of the underlying Provider technologies that enable voice and electronic data communications (Network Services) and access to required business applications and data (Application Hosting)
for all business functions, operations and locations of Recipient plus other core services as explained in the Provider’s IM Services Catalog. 
 The
Services provided in Exhibit A are required to provide the Services in Exhibits B, C and D. Exhibit A must be the last Exhibit terminated in Schedule 3 and is required for Schedule 4. 
 Scope of Services 
 The Services included in the Base IT Services Support shall include, but not be limited to, the
following IT Services as defined in the Provider’s IM Service Catalog: 
  

	 	•	 	 Accounts and Access 


  

	 	•	 	 Application Hosting 


  

	 	•	 	 Authentication and Identity Management Services 


  

	 	•	 	 Business Continuity (Disaster Recovery Planning) 


  

	 	•	 	 Cellular, Paging and Wireless for support for Company owned and supported cellular, paging and interactive-paging equipment. 


  

	 	•	 	 Document Management Services 


  

	 	•	 	 External Partner Services 


  

	 	•	 	 Network (Voice and Data components) 


  

	 	•	 	 Call Center Support 


  

	 	•	 	 Outsourced Services Management, Supplier Management and Supplier Audit Services for Provider’s service providers. Excludes suppliers or agreements acquired by
Recipient. 


  

	 	•	 	 Remote Access 


  

	 	•	 	 Information Security Services except where noted below 


  

	 	•	 	 Systems Integration Services 


  

	 	•	 	 Telephone and voicemail services 


 These Services
shall include Installation Qualification documentation required for all hardware or equipment as defined by Provider’s policies. 
 Limitations to the
scope of this Exhibit: 
  

	 	•	 	 Computer Investigation Services – The collection and storage of data for human resources investigations (the “Computer Investigation Services”) shall
be provided at request of Recipient. Analysis of the collected data is outside the scope of the Services and will not be performed by Provider. The Computer Investigation Services will only be provided to the Recipient to the extent that
(i) Provider determines in good faith that Recipient has taken the necessary steps in the relevant local market to allow for such Services to be provided by Recipient (including, but not limited to, Recipient obtaining employees’ consent,
notifications to Recipient employees of Recipient’s monitoring 



  

 41 









	 	 
policy (e.g., banners)) and (ii) it is permissible under local law. Data will be provided in Provider’s standard collection format. Custom requests
by Recipient such as requests to change data format, separate or segregate existing collected data for Recipient’s use or create new solutions to separate data for Recipient shall be at Recipient’s expense and considered a separate project
under Exhibit D. 


  

	 	•	 	 Service Center Support: Activities or requests to integrate Provider and Recipient or Recipient’s service provider service centers is not included in the scope
of this Service and would be considered a separate project under Exhibit D. 


  

	 	•	 	 Domain Name Registration: The process of registering and renewing centrally managed domain names shall be included in the scope of this Exhibit. Domain names that
have been registered outside of the central administration process cannot be managed under this Exhibit. Transfer of domain names to Recipient shall occur at the transition of this function or other process shall be implemented to allow
Provider’s agents continued rights to maintain domain names for Recipient. Additionally, approval of domain name registration requires the approval of the Recipient’s Trademark group. 


 Services Expansion: 
 Site Expansion – Provider will
provide necessary Services and capabilities to new sites required by Recipient, with Recipient bearing the full cost of implementation and ongoing operation per Exhibit D. 
 List of Applications 
 To the extent that any application listed in the table below will be supported for
Recipient’s use, access to and governance of the application shall be determined by the Application Owner as listed in the Provider’s system of record known as Optimize. Additionally, the nature and level of support will be based on the
support provided prior to Separation Date and the list may not be all inclusive. Any system listed in the table below that has been retired or is in the process of being retired will be maintained by Provider in that retired state. Any request by
Recipient to reinstate a system from retirement will result in all costs being borne by Recipient. 
  

			
	 App
 Number
	  	 Application Name

	142419	  	 A&P MANAGEMENT SYSTEM

	152401	  	 A&P TRACKING SYSTEM MJN

	135577	  	 A&P TRACKING SYSTEM-MJN

	135612	  	 AC NEILSON

	133777	  	 AC NIELSEN

	137022	  	 AC NIELSEN - ADVISOR (ADVISOR)

	137483	  	 AC NIELSON - ADVISOR

	143913	  	 AC NIELSON - ADVISOR (MALAYSIA)

	135237	  	 ACCESS CONTROL

	156857	  	 ACCIST

	136715	  	 ACCOLADE

	141360	  	 ACCOUNT DEFINITION AND MAINTENANCE (ADAM)

	142973	  	 ACCOUNT MANAGER - HK


  

 42 









			
	 App
 Number
	  	 Application Name

	135283	  	 ACCOUNT RECEIVABLE

	139384	  	 ACCOUNT RECONCILIATION TOOL (ART)

	155205	  	 ACS GENERATION

	155059	  	 ACS P&L

	133153	  	 ACTUALS COLLECTION SYSTEM

	136926	  	 ADAM HUMAN RESOURCES (ADAM)

	136381	  	 ADAM, MEXICO

	152451	  	 ADOBE PRESENTER

	135330	  	 ADP

	136378	  	 ADP BRAZIL

	143026	  	 ADP WEB SITE

	135051	  	 ADVANCE PAYMENTS

	136360	  	 AIMS

	135183	  	 ANNOUK

	146018	  	 ANP TRACKING SYSTEM

	136384	  	 APLUS+ GUAYNABO

	134318	  	 APO

	136582	  	 APRICOT

	134411	  	 ARIBA BUYER

	139585	  	 ARTS FOLLOW UP

	136385	  	 ASSETCHECK

	137782	  	 ATLAS CHROMATOGRAPHY SYSTEM MJN-ITO

	142922	  	 ATTESTATIONS

	133934	  	 AUDIT - AUDIT DOCUMENT LIBRARY

	135688	  	 AUDIT - ICS

	155266	  	 AUTO PO - VZLA

	134020	  	 AUTOBANK

	135301	  	 AUTOMATIC COLLECTION

	155154	  	 AUTOMATIC PURCHASE ORDERS

	136386	  	 AVID 2.0

	154753	  	 AZTECH-TEMPLE

	155267	  	 BACKORDER MANAGEMENT

	144767	  	 BACSTEL

	155157	  	 BALANCE GENERAL

	141867	  	 BALANCED SCORECARD MEAD JOHNSON

	135068	  	 BANK RECONCILIATION (CONCILIACION BANCARIA)

	136136	  	 BELGIUM INTRANET

	142118	  	 BIZRIGHTS

	143184	  	 BLOG CAP 2008


  

 43 









			
	 App
 Number
	  	 Application Name

	156107	  	 BMS RESTAURANT

	138883	  	 BMS UK INTERNET SITE

	134993	  	 BMSACT

	135018	  	 BMSCBR

	136389	  	 BMSCHE

	135007	  	 BMSCTS

	135013	  	 BMSOTS

	135022	  	 BMSPER

	135011	  	 BMSRES

	135023	  	 BMSSCB (CONCILIACION BANCARIA)

	135024	  	 BMSSEG

	135089	  	 BMSSIAV-400

	145017	  	 BMSTH_CAPITAL APPROPRIATION REQUEST (ECAR)

	137484	  	 BMSTH_SIMPLIFY

	TBD	  	 BNP Banc National Paris

	155268	  	 BOX PRODUCT

	134950	  	 BPCS - PR GUAYNABO

	134955	  	 BPCS - MALAYSIA

	135433	  	 BPCS - MEXICO

	155555	  	 BPCS - QMS

	153104	  	 BPCS CHILE

	136392	  	 BPCS COLOMBIA (BPCS)

	155307	  	 BPCS GUAYNABO - WIC PROCESS

	149874	  	 BPCS PERU

	141610	  	 BPCS - SINGAPORE (BPCS)

	136399	  	 BPCS VENEZUELA (BPCS)

	140487	  	 BPCS-HONG KONG (BPCS)

	140485	  	 BPCS-INDIA (BPCS)

	140490	  	 BPCS-INDONESIA (BPCS)

	140484	  	 BPCS-PHILIPPINES (BPCS)

	140486	  	 BPCS-TAIWAN (BPCS)

	140488	  	 BPCS-THAILAND (BPCS)

	136583	  	 BPR BUSINESS PARTNER REQUEST

	136401	  	 BPS

	143797	  	 BUDGET UPLOAD ASIA PACIFIC

	136262	  	 BUILDING ONE

	143847	  	 BW ARIES

	PEND	  	 BW/BI

	133172	  	 CAESAR


  

 44 









			
	 App
 Number
	  	 Application Name

	139634	  	 CALL PLAN

	135267	  	 CAPIT - (TM1 & ARCPLAN)

	135026	  	 CASH BOOK

	156357	  	 CELLOMICS THERMOFISHER HIGH CONTENT SCREENING (HCS

	137128	  	 CENTRO NUTRICIONAL - SUSTAGEN

	155060	  	 CERTIFICADO DE RETENCIONES

	134041	  	 CFT / POSTEBANQUE

	137532	  	 CHEMSTORE MJ

	137513	  	 CHINA - ELEARNING

	137713	  	 CHINA BPCS - MJ

	137212	  	 CHINA COMPUTER PIN & ANTI-FAKE SYSTEM

	137972	  	 CHINA MP2 - MJ

	156005	  	 CHINA- PAYROLL

	137968	  	 CHINA TM1 - MJ

	136343	  	 CITIBANK PAYLINK (INTERFACE)

	134845	  	 CLARIFY

	134846	  	 CLARIFY ERESPONSE

	136123	  	 CLIENT SERVICES WEB SITE

	137017	  	 CLINICAL STUDIES

	155504	  	 CLOSED CAPTION TV

	135379	  	 CMG

	134092	  	 CNC EMATCHER

	144772	  	 COEUK.BMS.COM

	136100	  	 COMMUNICATION EXECUTIVE BULLETINS

	133175	  	 COMMUNICATIONS - EXEC.COM

	133176	  	 COMMUNICATIONS - IN TOUCH

	136626	  	 COMPLIANCE - FINANCIAL CONTROL MANAGEMENT (FCM)

	143604	  	 COMPUSENSE

	140584	  	 COMPUTERIZED CALIBRATION MANAGEMENT SYSTEM

	155008	  	 CONCILIACION INTERCOMPANY

	155055	  	 CONCILIACION TARJETAS DE CREDITO

	145466	  	 CONCUR EXPENSE SERVICE

	134907	  	 CONDOR (GXPHARMA)

	155165	  	 CONFIDENTIAL PARTNERS - PHILIPPINES PAYROLL

	149170	  	 CONSULTANT PLUS

	155557	  	 CONSUMER CONCERN DATABASE

	136147	  	 CONSUMER RELATIONSHIP MANAGEMENT (CRM)

	135594	  	 CONSUMER RESPONSE SYSTEM (CRS)

	134856	  	 CONSUMER TRACKING STUDY (CTS)


  

 45 









			
	 App
 Number
	  	 Application Name

	135794	  	 CONTRACTS ACCRUALS

	136261	  	 CONTRATECH

	136412	  	 CONTROL 15, PHILLIPPINES

	155061	  	 CONTROL DE DESCUENTOS DEL DISTRIBUIDOR

	155062	  	 CONTROL DOCUMENTARIO DESCUENTOS DEL DISTRIUIDOR

	153153	  	 CONVERGYS

	136678	  	 CORPORATE LEGAL AGREEMENT STATUS SYSTEM (CLASS)

	155906	  	 CORPORATE REAL ESTATE

	136604	  	 CORPORATE SECURITY - WEBSITE

	134391	  	 COSMICS

	135830	  	 COTIZACIONES

	155556	  	 CRB

	135428	  	 CREDIT & ACCOUNT RECEIVABLES MGT. SYSTEM

	134850	  	 CRIS 6 (COMPLAINT REACTION/ADVERSE EVENT INQ. SYS)

	136268	  	 CRISP

	134920	  	 CRM

	142977	  	 CRM SYSTEM

	143338	  	 CRM-DATA WAREHOUSING

	143028	  	 CROIX BLEUE WEB SITE

	136864	  	 CUSTOMER INQUIRY

	136863	  	 CUSTOMER RESOURCE CENTER CALENDAR

	155063	  	 CUT OFF

	150526	  	 CV&JOB APPLICATION MANAGEMENT

	141814	  	 CYBRARY

	TBD	  	 DADSU

	136865	  	 DAILY NEWS

	133961	  	 DAS (DOCUMENT ARCHIVAL_MANAGEMENT SYSTEM)

	136258	  	 DAS2

	150476	  	 DASII REPORTING DATABASE

	135110	  	 DATA TRACKER GUAYNABO

	139942	  	 DATA CENTER ACCESS REQUEST

	136214	  	 DATA WAREHOUSE DELIVERY WEB SITE

	TBD	  	 DB Annuaire

	PEND	  	 DB Audit \ Optiva Component

	136999	  	 DB2 CUSTOMER MASTER

	152902	  	 DDD ANALYZER

	141764	  	 Demand de Recruitment

	141310	  	 DEMAND SOLUTIONS FORECAST MANAGEMENT

	134067	  	 DEPARTMENTAL INTRANET PAGES


  

 46 









			
	 App
 Number
	  	 Application Name

	138984	  	 DHL CONNECT

	155264	  	 DIALCA INTERFACE

	155103	  	 DIETHLEM ETMS

	143917	  	 DIRECT MAILING SYSTEM

	134400	  	 DISPOSAL ORDER SYSTEM

	136150	  	 DISTRIBUTOR MANAGEMENT SYSTEM - MJ CHINA

	135603	  	 DM/FSS DATA WAREHOUSE

	135251	  	 DOCFLOW

	153654	  	 DOCUMENTAL PLATFORM MJ MEXICO

	135206	  	 DOMESTIC TRAVEL SYSTEM

	136238	  	 DPP COLOMBIA

	135056	  	 DRAFT PURSUIT

	135241	  	 DSI UK

	150927	  	 DUTCH INTRANET

	134083	  	 EARS

	137528	  	 EASYWAY

	155754	  	 EBI AUTOMATION

	137658	  	 EBI BADGE MANAGEMENT

	136260	  	 ECASH

	142975	  	 ECHO SYNC

	142978	  	 ECSS EDI GATEWAY

	135332	  	 EDI - CANADA

	144816	  	 EDI - GXS SAP SYMPHONY

	135846	  	 EDI - SIAV

	136598	  	 EDI ORDERS DAFNE

	151531	  	 EEOC - CAAMS BUSINESS UNIT MAPPING UTILITY

	150676	  	 EFS

	133201	  	 EHS - OPERATING RESULTS

	135242	  	 EHS INCIDENT ANALYSIS

	134922	  	 E-LEAVE SYSTEM

	155257	  	 ELECTRONIC PAYMENTS - VZLA

	136741	  	 ELECTRONIC SIGNATURES

	147766	  	 EMAIL NOTIFICATION MANAGEMENT SYSTEM

	136426	  	 ENTERPRISE HUB

	142619	  	 EPIC STAR

	133781	  	 EPORTAL

	136122	  	 EPOST

	134737	  	 EREPORTS

	142722	  	 ESOS


  

 47 









			
	 App
 Number
	  	 Application Name

	133708	  	 eSourcing (Frictionless)

	135107	  	 ESS

	134097	  	 ETAFI

	135569	  	 ETMS - THAILAND

	134716	  	 ETRAC

	135073	  	 EVALUATION OF ORDERS

	134533	  	 EVANSVILLE ADDENDUM

	141261	  	 EXADI

	135426	  	 EXCEL-A-RATER

	136929	  	 EXCHANGES AND RETURNS

	145568	  	 EXECCOMM

	133203	  	 EXPENSE REIMBURSEMENT SYSTEM (IBM EXPRES T&E)

	137465	  	 FAC-IT

	135462	  	 FEDEX PACKAGING

	148516	  	 FIDELLO

	135342	  	 FINANCE - CANADA

	136947	  	 FINANCIAL NOTE OF CREDIT

	135598	  	 FINISHED PRODUCT INVENTORY

	149824	  	 FISCAL BOOK RECORDS

	155007	  	 FIXED-ASSETS

	135376	  	 FLEX

	144770	  	 FOCUS

	147866	  	 FORECAST MANAGEMENT SYSTEM MJ

	156407	  	 FORMWARE

	135606	  	 FREE TRADE & SAMPLE ISSUE TRACKING

	136870	  	 FURNITURE SURPLUS CATALOG

	140985	  	 GAT

	135240	  	 GE.PE

	134866	  	 GENESIS DATA WAREHOUSE

	136746	  	 GENESIS TERRITORY ALIGNMENT

	137459	  	 GENTRAN SAP

	136721	  	 GESO

	135510	  	 GET PAID

	134117	  	 GETRAS APPLICATION

	137262	  	 GIFTS - SALES & MARKETING

	135725	  	 GKO

	137724	  	 GLOBAL CALENDAR SERVICE

	136679	  	 GLOBAL CORPORATE MANAGEMENT

	136868	  	 GLOBAL DESIGN


  

 48 









			
	 App
 Number
	  	 Application Name

	137723	  	 GLOBAL EMAIL SERVICE

	135772	  	 GLOBAL MEETINGS MANAGEMENT - MARRS

	136125	  	 GLOBAL METRICS

	151883	  	 GLOBAL SCAN

	134790	  	 GLOBE (GLOBAL LIBRARY OF BRANDING ELEMENTS)

	PEND	  	 GOA WEB APPLICATION

	145616	  	 GOLDFIRE INNOVATOR

	155261	  	 GOVERNMENT PAYROLL RULES

	136602	  	 GOVERNMENT AFFAIRS - WEBSITE

	134420	  	 GOVERNMENT INTERACTIONS

	155558	  	 GRIP

	134473	  	 GROSS MARGIN SYSTEM

	133429	  	 GSSWEB

	134474	  	 HAZARDOUS MTRL TRACKING

	137508	  	 HOGIA

	145266	  	 HP QUALITY CENTER TEST DIRECTOR

	137953	  	 HR 360 DEGREE

	136229	  	 HR DATA WAREHOUSE

	137954	  	 HR FLEET CARD

	139236	  	 HR HORIZONS

	136736	  	 HR MANAGEMENT SYSTEM

	135568	  	 HR MANAGEMENT SYSTEM - THAILAND

	136744	  	 HR REPORTING

	137956	  	 HR REQUEST - THAILAND

	136236	  	 HR@BMS

	136127	  	 HR@NET

	144771	  	 HRDIRECT.BMS.COM

	136151	  	 HRIS

	142980	  	 HRIS - HK

	135329	  	 HRIS, TAIWAN

	135154	  	 HRMS PROFESSIONAL

	136350	  	 HR-USOFT

	135244	  	 HUMANRES

	PEND	  	 Hyperion Essbase Application

	135607	  	 HYPERION PILLAR

	150475	  	 HYPERION-MJN

	135715	  	 IMS SALES ANALYZER - SPAIN

	135408	  	 IN HOUSE SYSTEM - DOMINICAN REPUBLIC

	146016	  	 IN MARKET MANAGEMENT SYSTEM


  

 49 









			
	 App
 Number
	  	 Application Name

	156757	  	 INDIA PAYROLL SYSTEM

	135817	  	 INFINIUM - Indonesia

	134138	  	 INFINIUM-HR

	136759	  	 INSER

	138733	  	 INTEGRATED HCP MASTER

	134848	  	 INTEGRATED RELATIONSHIP MARKETING

	139536	  	 INTEGRATED WEB PLATFORM

	133215	  	 INTERCOMPANY BACKCHARGES

	149774	  	 INTERFACE BPCS WITH SAP FSS

	145868	  	 INTERNAL CERTIFICATE AUTHORITY VERIFICATION SERVICE

	154303	  	 INTERNAL WAREHOUSE REPLENISHMENT (IWR)

	136237	  	 INTERNATIONAL DATA ROSTER WEB

	135145	  	 INTRANET

	134942	  	 INTRANET - MALAYSIA

	142944	  	 INTRANET RH FRANCE

	141159	  	 INTRANET SECURITY SYSTEM

	135204	  	 INTRANET WEBSITE - TAIWAN

	135834	  	 INTRASTAT

	135016	  	 INVOICE CONTROL

	143490	  	 ISIS - MJ - CANADA

	134489	  	 ITO LIST NUMBER DATABASE

	136869	  	 ITO QC/QA TIME EXCEPTIONS

	134896	  	 JDA PORTFOLIO - PROSPACE PLUS

	142569	  	 JDA SPACE PLANNING - MEX

	133725	  	 JET JOURNAL ENTRY

	135190	  	 JOB BID

	PEND	  	 Jobline - 3rd party (New application in process)

	144769	  	 JOBLINEUK

	134943	  	 KOL SYSTEM

	149976	  	 LATIN AMERICA REGIONAL DATA DRUGS DISTRIBUTION(DDD

	153505	  	 LATIN AMERICA SHARE OF MARKET

	136784	  	 LEGACY PRISM HISTORY

	134595	  	 LEGACY QA MICROFILM INDEXING

	134597	  	 LEGACY QA SAMPLES PROCESSING

	136503	  	 LEGACY QUALITY CONTROL STABILITY SAMPLES

	133222	  	 LEGAL - CPI - TRADEMARK SYSTEM

	133223	  	 LEGAL - DOMAIN NAME TRACKING SYSTEM

	151481	  	 LEGAL - EEOC REPORT BULLETIN

	133224	  	 LEGAL - ELECTRONIC FILING SYSTEM/PAIR - PATENTS


  

 50 









			
	 App
 Number
	  	 Application Name

	136102	  	 LEGAL - GIFTS

	133226	  	 LEGAL - LEGAL EXPENSE TRACKING SYSTEM (LETS)

	133230	  	 LEGAL - MEMOTECH/MIS - PATENTS

	136455	  	 LEGAL - TRADEMARK COST TRACKING DATABASE

	135738	  	 LEGAL CONTRACTS

	136225	  	 LEGAL INVOICE TRACKING SYSTEM

	143084	  	 LESSOR

	149772	  	 LEXI-TECH CLIENT TRANSLATION REQUEST

	155158	  	 LIBRO DIARIO

	134519	  	 MAINTENANCE MANAGEMENT

	135512	  	 MANAGEMENT CONTROL

	155654	  	 MANUAL MASTER

	134526	  	 MANUFACTURING BATCH RECORDS

	136456	  	 MANUGISTICS

	137506	  	 MANUGISTICS-FULFILLMENT 7.1.2

	134169	  	 MAPICS

	137510	  	 MARKET SHARE ANALYSIS

	134522	  	 MATERIAL & PRODUCT PERFORMANCE TRACKING

	134174	  	 MAX / JMAX

	135417	  	 MAXIMO (GLOBAL)

	135245	  	 MEAD JOHNSON CHANGE CONTROL

	154253	  	 MEDICAID REPORTING

	136937	  	 MEDICAL SAMPLE

	136597	  	 MEDICAL/FITNESS - BSDI FITNESS

	135773	  	 MEDICAL/FITNESS - MEDGATE

	136468	  	 MEDICHECK, MEXICO, MJN

	143029	  	 MERCER PENSION PLAN WEB SITE

	134176	  	 META4MIND

	PEND	  	 Methane Gas Billing

	148968	  	 MEXICO VACATION SYSTEM

	138524	  	 MICROBIAL VITAMIN ANALYSIS (MVA)

	136716	  	 MICROSOFT PROJECT SERVER 2003

	TBD	  	 MIKROS

	137159	  	 MJ DSI FINANCIAL REPORTING

	135268	  	 MJ INTRANET

	137000	  	 MJ PAYROLL FRON/BACK/INTERFACES

	142773	  	 MJN AWARD PROCESSING

	PEND	  	 MJN DB Promotions (Web Page)

	151276	  	 MJN DCS REPORTING


  

 51 









			
	 App
 Number
	  	 Application Name

	144616	  	 MJN ERS STATISTICAL ANALYSIS & REPORTING

	155162	  	 MJN IDMC

	134536	  	 MJN LIST NUMBER DATABASE

	154353	  	 MJN MF UTILITY JOBS (900 SERIES)

	NA	  	 MJN Miscellaneous Notes DBs - See Remedy 5005

	137533	  	 MJN MSF IC

	136732	  	 MJN PROJECT MANAGEMENT

	135385	  	 MJN SALES FORCE SYSTEM

	152802	  	 MJN TECH INTELLIGENCE

	136740	  	 MJNG BULLETIN BOARD

	155163	  	 MONTHLY CLOSE

	143027	  	 MORNEAU SOBECO WEB SITE

	135393	  	 MRS-MOBILE REPORTING SYSTEM

	135498	  	 MSF HOSPITAL FEEDING SYSTEM

	134888	  	 MSF PRACTITIONER MAINTENANCE

	135272	  	 MSF REPORT TABLE MAINTENANCE

	135596	  	 MSF RESOURCE MGMT

	134869	  	 MSF SALES REPORTING

	134180	  	 NDF - NOTES DE FRAIS

	137467	  	 NEWSEDGE MJ

	135723	  	 NIELSEN - SPAIN

	134880	  	 NOTES FORMS DBS

	136733	  	 NPIS

	134192	  	 NUTS

	157257	  	 NV-PAS

	139784	  	 OASIS

	155908	  	 OFFRES EMPLOIS

	138934	  	 OMNIRIM

	133234	  	 ONEBMS PORTAL

	146816	  	 ONEBMS PORTAL/CANADA COMMUNITY

	134899	  	 ONEBMS PORTAL/MJN RETAIL SALES COMMUNITY

	143647	  	 ONEBMS PORTAL/MJN US MEDICAL SALES COMMUNITY

	134220	  	 ONLINE ADS FRANCE

	137950	  	 ONLINE BOM

	137967	  	 ONLINE ITEM MASTER

	136366	  	 ONLINE LEARNING & DEVELOPMENT

	135546	  	 ONLINE LEAVE

	136576	  	 OPTIMIZE

	PEND	  	 Optiva (PLM - New project)


  

 52 









			
	 App
 Number
	  	 Application Name

	137365	  	 ORACLE CLINICAL / ELECTRONIC DATA CAPTURE

	141714	  	 ORACLE CLINICAL REMOTE DATA CAPTURE/EXTERNAL

	142985	  	 ORACLE HRMS

	135253	  	 ORIME

	134208	  	 OTHER PAYMENTS

	137949	  	 OUTLET CLASSIFICATION

	139134	  	 OWT DATA FEED V3

	134211	  	 OXYGENE

	136480	  	 PACHA

	134579	  	 PACKAGING BATCH RECORDS

	138226	  	 PACKAGING DB

	136362	  	 PACKAGING MATERIAL SPECIFICATION SYSTEM

	136481	  	 PACKAGING MATERIAL SPECIFICATIONS

	155554	  	 PACKSPEC DATABASE - NIJMEGEN

	137514	  	 PAINTRANET

	137961	  	 PANELIST DB

	135346	  	 PASSWORD MANAGEMENT (PSYNCH)

	155057	  	 PAYLINK PERU CHILE

	136140	  	 PAYMENTS ADMINISTRATION IN BANK

	151783	  	 PAYMETRIC

	145667	  	 PAYROLL BMS PL

	136365	  	 PC OPERATION

	135430	  	 PERFORMANCE CONNECTIONS

	146116	  	 PERSISTENT URL

	155258	  	 PETTY CASH - VZLA

	137716	  	 PGPM GSS PORTFOLIO AND PROJECT TOOLSET

	147616	  	 PHA PRO

	134576	  	 PHARMACEUTICAL CHANGE CONTROL SYSTEM

	134222	  	 PHOENIX

	155009	  	 PIRAMIDE DE PROVEEDORES

	135575	  	 PIVOTAL - CRM

	151784	  	 PIVOTAL CRM 5.9

	137505	  	 PIVOTAL CRM V 5.1

	135373	  	 PL INTRANET

	153953	  	 PLANNING, BUDGETING AND PROJECTIONS

	133245	  	 PLATEAU ELMS (LEARNING@BMS)

	135093	  	 PLEIADES

	137891	  	 PMFLA

	141266	  	 POD EVIDENCE


  

 53 









			
	 App
 Number
	  	 Application Name

	143897	  	 POLICIES AND PROCEDURES

	142986	  	 PORTUGAL PAYROLL SYSTEM

	155505	  	 POWER MEASURE LIMITED

	136488	  	 POWER PLAY SALES METRICS

	135642	  	 PPV AND PPV ADJUSTMENTS

	134882	  	 PRACTNR MAILING SYSTEM

	134883	  	 PRACTNR MASTER DB

	134884	  	 PRACTNR SALES CALL

	135375	  	 PREMIERE

	144916	  	 PRESTA

	137499	  	 PRICE & DEAL SETTING SYSTEM

	135761	  	 PRICING & SOURCING - TRANSFER PRICING

	155058	  	 PROCEDURE

	135506	  	 PROCESS AND REPORTS OF AVERAGE COST

	135059	  	 PROCESS BMS DESCRIPTION

	137973	  	 PRODUCT ACCRUALS

	134840	  	 PRODUCT INFORMATION DATABASE

	150576	  	 PRODUCT REPOSITORY

	136492	  	 PRODUCT SALES COLLECTION, PERU

	136496	  	 PROFITABILITY CUBE

	135605	  	 PROMOTIONAL FUNDS MANAGEMENT SYSTEM

	138325	  	 PROSPER - (PROJECT SYSTEM, PLANNING ET REPORTING)

	137515	  	 PUBLICENT

	136142	  	 PURCHASE CUSTOMER ORDER

	155253	  	 PURCHASE PROVISION

	143916	  	 PURCHASING INTRANET

	155011	  	 PURCHASING REGISTRATION BOOK PERU

	137963	  	 PURCHASING REQUEST

	135418	  	 QA INTERLEAF

	134593	  	 QA LDS

	154754	  	 Q-Master

	135921	  	 QUALITY COMPLAINTS INVESTIGATION SYSTEM (QCIS)

	155156	  	 QUARANTINE

	134615	  	 QUASAR

	155013	  	 REGISTRO DE VENTAS PERU

	133247	  	 REMEDY

	155155	  	 REQUISICIONES AUTOMATICAS

	145418	  	 RESERVATIONS

	136595	  	 RESOURCE SCHEDULING AND VERIFICATION PROGRAM RSVP


  

 54 









			
	 App
 Number
	  	 Application Name

	140735	  	 RESOURCELINK SE

	155054	  	 RETENCIONES

	137470	  	 REX RECONCILIATION APPLICATION

	TBD	  	 RIA Checkpoint

	152101	  	 RIGHT FAX (GLOBAL IMPRESS SERVICES)

	146019	  	 RIGHTFAX

	153553	  	 RIGHTFAX MJN

	155907	  	 RISKSAFE

	136355	  	 RTS

	135740	  	 SAC

	136748	  	 SAFARI ALIGNMENT

	134885	  	 SAFARI PROFESSIONAL

	136507	  	 SALARY PLANNING - KADIRI

	135310	  	 SALES CUBE

	135516	  	 SALES DATAMART

	136779	  	 SALES FORCE AUTOMATION

	147166	  	 SALES FORCE E-LEARNING (TUDESARROLLO)

	152151	  	 SALES INFORMATION SYSTEM(SIS) - MJ CHINA

	138076	  	 SALES INTERFACES

	135789	  	 SALES QUOTE MANAGEMENT

	136509	  	 SALES REP LOOKUP

	135595	  	 SALES REPORTING (SILVON DATA TRACKER)

	155153	  	 SALES RETURN & SALES DISCOUNT

	144969	  	 SALES STATISTIC CODE

	134141	  	 SALES STATISTICS

	137024	  	 SALES STATISTICS CUBES

	135832	  	 SALES STATISTICS IN AS/400

	134891	  	 SALES TRAINING WEB SITE

	134892	  	 SAMPLES ACCOUNTABILITY SYSTEM

	143354	  	 SAMPLES CONTROL

	134255	  	 SAMPLES MNGT.

	136286	  	 SANTANDER GLOBAL

	PEND	  	 SAP BCS

	136512	  	 SAP BUSINESS WAREHOUSE (BW)

	151426	  	 SAP DM RELATED PROCESSING (671)

	133251	  	 SAP FDG

	146416	  	 SAP GTS GTP

	139184	  	 SAP HR (VERSION 4.6C)

	136513	  	 SAP ORDER TO CASH (OTC) - SYMPHONY


  

 55 









			
	 App
 Number
	  	 Application Name

	135525	  	 SAP ORDER TO CASH (OTC) HARMONY

	156105	  	 SAP TOUCH POINTS

	134949	  	 SAS BILLING

	155955	  	 SBI WEBSITE

	155955	  	 SBI WEBSITE

	135360	  	 SCANDINAVIAN ABSENCE REPORT

	135367	  	 SCANDINAVIAN CONFERENCE ROOM BOOKING

	136515	  	 SCANDINAVIAN WHO IS WHO INTRANET

	137516	  	 SCANDINTRA.BMS.COM

	136517	  	 SCOP, CANADA

	134260	  	 SECTO

	137780	  	 SECURITY RISK ASSESSMENT APPLICATION

	134688	  	 SECURITY VISITOR WATCH DATABASE

	136757	  	 SESAME

	PEND	  	 SET

	139187	  	 SEVERANCE

	136274	  	 SIAV CSO

	135003	  	 SIAV MEAD JOHNSON

	135008	  	 SIAV SAMPLES MEAD JOHNSON

	134937	  	 SIEBEL SYSTEM

	155905	  	 SIMPLEX GRINNELL

	136521	  	 SIMSAL

	134635	  	 SINGLE ITEM MASTER (SIM)

	148266	  	 SIPREME

	134930	  	 SIS

	142519	  	 SMITH BARNEY

	134508	  	 SMW EVANSVILLE MJN SAMPLEMANAGER LIMS 2002

	134944	  	 SNOP

	134269	  	 SOLRED

	135099	  	 SPANISH ETMS

	136739	  	 SPEC PROPOSAL DATABASE

	155453	  	 SPECTRA

	137892	  	 STAFF BENEFITS SYSTEM

	135822	  	 STAFF SERVICES - FACILITIES WEB APPLICATION

	135252	  	 STANDARD OPERATING PROCEDURE

	134723	  	 STARS

	135090	  	 STATISTIC OF SALES

	136141	  	 STOCK DISTRIBUTOR

	137507	  	 STOCK MONITORING SYSTEM


  

 56 









			
	 App
 Number
	  	 Application Name

	137893	  	 STOCK REQUISITION

	138834	  	 SUN JAVA IDENTITY MANAGER

	137158	  	 SUN JAVA SYSTEM RFID TAG AND SHIP SOLUTION 1.5

	134652	  	 SUPERFUND

	133274	  	 Supplier Link

	137964	  	 SUPPLIER MASTER

	136600	  	 SURVEY WIZARD

	134980	  	 SYC

	134855	  	 SYMPOSIUM WEB APP

	146466	  	 SYNTHESIS FOR PDA WINDOWSMOBILE5

	155053	  	 TAIWAN PAYROLL - KPMG THIRD PARTY

	155167	  	 TALENET (OUTSOURCE)

	143025	  	 TALEO BUSINESS EDITION

	133355	  	 TAX - CORPTAX CS AND EDP

	138069	  	 TAX - CORPTAX ETS AND EDP

	151533	  	 TAX - CORPTAX US COMPLIANCE

	146917	  	 TAX - DBXI

	135061	  	 TAX DISCOUNTS

	142770	  	 TCS VIDEO CONF REQUEST

	135423	  	 TEAMS - PORTUGAL

	144161	  	 TEAMS INTEGRATION

	134282	  	 TEAMSHARE - SPAIN

	135243	  	 TELEPHONE DIRECTORY

	135097	  	 TEMPTATION

	136927	  	 THE RESERVATION FOR OBSOLESCENCE

	135238	  	 TIME RECORDING

	150627	  	 TIME@ADP

	134927	  	 TM/1 - DATA WAREHOUSING SYSTEM(MJ)

	151579	  	 TM1 - BRAZIL

	151729	  	 TM1 ARGENTINA

	151733	  	 TM1 COLOMBIA

	151679	  	 TM1 ECUADOR

	142974	  	 TM1 -HK

	151629	  	 TM1 PERU

	134940	  	 TM1 SERVER & PERPECTIVE 8 - FINANCE DATA ANALYSIS

	151732	  	 TM1 VENEZUELA

	136535	  	 TM1, INDONESIA (TM1)

	136539	  	 TM1, TAIWAN

	137498	  	 TM1_SALES


  

 57 









			
	 App
 Number
	  	 Application Name

	136540	  	 TM1_SERV7

	137717	  	 TOCK - CLOCKWARE

	138277	  	 TRACKWISE - EHS ACTIONS TRACKING

	143649	  	 TRACKWISE - MATERIAL WORKFLOW

	136617	  	 TRAVEL - 14 DAY PRETRIP AUTHORIZATION

	137486	  	 TRAVEL - CENTRAL BILL FORM

	133157	  	 TRAVEL - ETRIP

	151480	  	 TRAVEL - GROUND TRANSPORTATION OPTION

	136195	  	 TRAVEL - PRETRIP EXCEPTION AUTHORIZATION

	143494	  	 TRAVEL - SMALL MEETINGS FORM

	133158	  	 TRAVEL - TRAVELWEB

	133202	  	 TREASURY: ETREASURY - NETTING

	135679	  	 TREASURY: ETREASURY - SPOT TRADES

	135758	  	 TREASURY: ETREASURY - WEB REPORTS

	133170	  	 TREASURY: TREASURY GTM V8.1.2 (GTM)

	155159	  	 TRIAL BALANCE

	144516	  	 TS3

	136421	  	 TURNOVER, MEXICO

	138222	  	 BOSS KADROVIK

	156106	  	 UNPLUGGED

	135076	  	 UPILIB

	TBD	  	 URSSAF

	155010	  	 VALORIZACION DE IMPORTACIONES

	135566	  	 VENDOR MANAGED INVENTORY

	135505	  	 VENDOR MANAGED INVENTORY / INFOREM

	155855	  	 VENDOR MSDS

	143185	  	 VISION CHAIN (CPFR)

	137476	  	 VISTA

	135440	  	 WEB CORPORATE WEB SITE

	150224	  	 WEBMETHODS

	134969	  	 WELFARE SYSTEM

	148216	  	 WFM

	133235	  	 WHITEPAGES

	135381	  	 WHO IS WHO

	134304	  	 WHO’S WHO

	134858	  	 WIC ADMIN DATA WAREHOUSE

	134694	  	 WINS

	135228	  	 WITNESS CALL MONITORING

	134305	  	 WMS


  

 58 









			
	 App
 Number
	  	 Application Name

	142620	  	 WORKBRAIN TIME & ATTENDANCE

	135614	  	 WORKSTATION PLUS

	135260	  	 Xign

	134710	  	 ZEELAND ADDENDUM

	155854	  	 ZEELAND PRODUCTION REPORTING SYSTEM

	135286	  	 RMA

	135294	  	 MATERIAL PROMOTIONAL

	135299	  	 BANKING CONCILIATION

	135303	  	 LIQUIDATION OF IMPORTS

	135304	  	 OBSOLECENCE OF INVENTORIES

	135313	  	 QUOTE CUBE

	135314	  	 INVENTORIES CUBE

	136390	  	 BPCS ARGENTINA

	136393	  	 BPCS ECUADOR AND QMS

	136422	  	 EDI

	136925	  	 FORCE ANALYZER

	137535	  	 DOI CUBE

	154853	  	 SECURITY OF DUTIES

	155353	  	 INTERFACE WITH DISTRIBUTOR

	155404	  	 BPCS ACCOUNTING- NEW MODULES

	157457	  	 PORTALVENEZUELA

	135605	  	 Promotional funds management system

	135606	  	 Free Trade & Sample Issues (FTSI)

	135595	  	 Sales reporting (Silvon data tracker)

	135594	  	 Consumer Response System (CRS)

	157658	  	 BPCS - Vietnam

	156957	  	 Sponsorship Management System


  

 59 








 EXHIBIT B 
 BUSINESS APPLICATION SUPPORT AND DEVELOPMENT 
 Services Summary Description 
 The Services to be provided by Provider under this Exhibit shall be those services in the Provider’s IM Services Catalog that allow for, but are not limited to, Data
Management, systems administration, application maintenance, and application development within the production, development, and test environments for applications shown in the table below. This includes Break/Fix, Customer Assistance, Required
Modifications, and Elective Enhancements based on Historical Levels. Provider shall not be required to provide any Services in connection with any applications that are not currently supported by Provider or that Provider does not have the
capability to provide. 
 All systems and applications shall remain under Provider governance until operation of an application is transferred to Recipient.
Access and use of the systems and applications shall be in strict accordance with Provider’s policies and procedures. 
 The software applications
governed by this Exhibit shall change as the responsibility for support and maintenance transitions to Recipient. 
 Scope of Services

 The systems and applications specified in this Exhibit are those that are required in the normal course of delivering Provider provided Services
and required to operate the Business in the ordinary course during the Term. Systems and applications supported, maintained and enhanced by Recipient in their entirety prior to the commencement of the Term are excluded from the Services contemplated
by this Exhibit. 
 Costs: During the Term of this Schedule, upgrades of Applications dedicated to Recipient to remain compliant with vendor
support shall be at Recipient’s expense, including all costs to upgrade or remediate middleware components, bolt-on systems or other support components. If Recipient does not upgrade, Recipient shall be responsible for any additional costs for
extended support, additional hardware or services to protect the Provider’s environment, modifications to middleware or bolt-ons and/or accept reduced SLAs from Provider. 
 Where Provider and Recipient share applications, Recipient shall be obligated to assist Provider in upgrading applications where necessary whether Provider or Recipient initiated. Where upgrades are Recipient
initiated and agreed to by Provider, these projects would be considered a separate project under Exhibit D. 
 Master Data Maintenance

 Provider, at Historical Levels, as defined in Section 2(d)(i) of this Agreement, shall be responsible for the IT administration of standard,
routine customer and material master data maintenance during the Term; provided that Provider shall not provide these Services for any program that may be introduced by Recipient or the Business after the Closing Date for which Provider lacks
the system capability to accommodate. 
  

 60 








 Software 
 To
the extent Provider is contractually permitted to allow for such use, Recipient may continue to utilize software licensed by Provider for the duration of the Term to the extent such use occurred during the six (6) months prior to the Closing
Date. In the event that the consent of a third party is required for such use, the provisions of Section 2.10 of the Separation Agreement shall govern the securing of such consents. 
 List of Applications 
 To the extent that any application listed in the table below will be supported for
Recipient’s use, access to and governance of the application shall be determined by the Application Owner as listed in the Provider’s system of record known as Optimize. Additionally, the nature and level of support will be based on the
support provided prior to Separation Date and the list may not be all inclusive. Any system listed in the table below that has been retired or is in the process of being retired will be maintained by Provider in that retired state. Any request by
Recipient to reinstate a system from retirement will result in all costs being borne by Recipient. 
  

			
	 App
 Number
	  	 Application Name

	137022	  	 AC NIELSEN - ADVISOR (ADVISOR)

	135237	  	 ACCESS CONTROL

	156857	  	 ACCIST

	141360	  	 ACCOUNT DEFINITION AND MAINTENANCE (ADAM)

	135283	  	 ACCOUNT RECEIVABLE

	139384	  	 ACCOUNT RECONCILIATION TOOL (ART)

	155205	  	 ACS GENERATION

	155059	  	 ACS P&L

	133153	  	 ACTUALS COLLECTION SYSTEM

	136926	  	 ADAM HUMAN RESOURCES (ADAM)

	136381	  	 ADAM, MEXICO

	152451	  	 ADOBE PRESENTER

	135330	  	 ADP

	136378	  	 ADP BRAZIL

	135051	  	 ADVANCE PAYMENTS

	135183	  	 ANNOUK

	146018	  	 ANP TRACKING SYSTEM

	136384	  	 APLUS + GUAYNABO

	134318	  	 APO

	136582	  	 APRICOT

	134411	  	 ARIBA BUYER

	139585	  	 ARTS FOLLOW UP

	133934	  	 AUDIT - AUDIT DOCUMENT LIBRARY

	135688	  	 AUDIT - ICS

	155266	  	 AUTO PO - VZLA


  

 61 









			
	 App
 Number
	  	 Application Name

	134020	  	 AUTOBANK

	135301	  	 AUTOMATIC COLLECTION

	155154	  	 AUTOMATIC PURCHASE ORDERS

	136386	  	 AVID 2.0

	155267	  	 BACKORDER MANAGEMENT

	155157	  	 BALANCE GENERAL

	141867	  	 BALANCED SCORECARD MEAD JOHNSON

	135068	  	 BANK RECONCILIATION (CONCILIACION BANCARIA)

	136136	  	 BELGIUM INTRANET

	142118	  	 BIZRIGHTS

	143184	  	 BLOG CAP 2008

	156107	  	 BMS RESTAURANT

	138883	  	 BMS UK INTERNET SITE

	134993	  	 BMSACT

	135018	  	 BMSCBR

	136389	  	 BMSCHE

	135007	  	 BMSCTS

	135109	  	 BMSLIQ

	135013	  	 BMSOTS

	135022	  	 BMSPER

	135011	  	 BMSRES

	135023	  	 BMSSCB (CONCILIACION BANCARIA)

	135089	  	 BMSSIAV-400

	TBD	  	 BNP Banc National Paris

	155268	  	 BOX PRODUCT

	134950	  	 BPCS - PR GUAYNABO

	134955	  	 BPCS - MALAYSIA

	135433	  	 BPCS - MEXICO

	153104	  	 BPCS CHILE

	136392	  	 BPCS COLOMBIA (BPCS)

	155307	  	 BPCS GUAYNABO - WIC PROCESS

	149874	  	 BPCS PERU

	141610	  	 BPCS- SINGAPORE (BPCS)

	136399	  	 BPCS VENEZUELA (BPCS)

	140487	  	 BPCS-HONG KONG (BPCS)

	140485	  	 BPCS-INDIA (BPCS)

	140490	  	 BPCS-INDONESIA (BPCS)

	140484	  	 BPCS-PHILIPPINES (BPCS)

	140486	  	 BPCS-TAIWAN (BPCS)


  

 62 









			
	 App
 Number
	  	 Application Name

	140488	  	 BPCS-THAILAND (BPCS)

	136583	  	 BPR BUSINESS PARTNER REQUEST

	136401	  	 BPS

	143797	  	 BUDGET UPLOAD ASIA PACIFIC

	143847	  	 BW ARIES

	PEND	  	 BW/BI

	133172	  	 CAESAR

	135267	  	 CAPIT - (TM1 & ARCPLAN)

	135026	  	 CASH BOOK

	155060	  	 CERTIFICADO DE RETENCIONES

	137532	  	 CHEMSTORE MJ

	136343	  	 CITIBANK PAYLINK (INTERFACE)

	136123	  	 CLIENT SERVICES WEB SITE

	137017	  	 CLINICAL STUDIES

	135379	  	 CMG

	134092	  	 CNC EMATCHER

	144772	  	 COEUK.BMS.COM

	136100	  	 COMMUNICATION EXECUTIVE BULLETINS

	133175	  	 COMMUNICATIONS - EXEC.COM

	133176	  	 COMMUNICATIONS - IN TOUCH

	136626	  	 COMPLIANCE - FINANCIAL CONTROL MANAGEMENT (FCM)

	155008	  	 CONCILIACION INTERCOMPANY

	155055	  	 CONCILIACION TARJETAS DE CREDITO

	134907	  	 CONDOR (GXPHARMA)

	135794	  	 CONTRACTS ACCRUALS

	136412	  	 CONTROL 15, PHILLIPPINES

	155061	  	 CONTROL DE DESCUENTOS DEL DISTRIBUIDOR

	155062	  	 CONTROL DOCUMENTARIO DESCUENTOS DEL DISTRIUIDOR

	136678	  	 CORPORATE LEGAL AGREEMENT STATUS SYSTEM (CLASS)

	136604	  	 CORPORATE SECURITY - WEBSITE

	134391	  	 COSMICS

	135830	  	 COTIZACIONES

	135428	  	 CREDIT & ACCOUNT RECEIVABLES MGT. SYSTEM

	136268	  	 CRISP

	136864	  	 CUSTOMER INQUIRY

	136863	  	 CUSTOMER RESOURCE CENTER CALENDAR

	155063	  	 CUT OFF

	141814	  	 CYBRARY

	TBD	  	 DADSU


  

 63 









			
	 App
 Number
	  	 Application Name

	136865	  	 DAILY NEWS

	133961	  	 DAS (DOCUMENT ARCHIVAL_MANAGEMENT SYSTEM)

	136258	  	 DAS2

	150476	  	 DASII REPORTING DATABASE

	135110	  	 DATA TRACKER GUAYNABO

	139942	  	 DATA CENTER ACCESS REQUEST

	136214	  	 DATA WAREHOUSE DELIVERY WEB SITE

	TBD	  	 DB Annuaire

	136999	  	 DB2 CUSTOMER MASTER

	152902	  	 DDD ANALYZER

	141764	  	 Demand de Recruitment

	141310	  	 DEMAND SOLUTIONS FORECAST MANAGEMENT

	134067	  	 DEPARTMENTAL INTRANET PAGES

	138984	  	 DHL CONNECT

	155264	  	 DIALCA INTERFACE

	134400	  	 DISPOSAL ORDER SYSTEM

	135603	  	 DM/FSS DATA WAREHOUSE

	153654	  	 DOCUMENTAL PLATFORM MJ MEXICO

	135206	  	 DOMESTIC TRAVEL SYSTEM

	136238	  	 DPP COLOMBIA

	135056	  	 DRAFT PURSUIT

	135241	  	 DSI UK

	150927	  	 DUTCH INTRANET

	134083	  	 EARS

	137528	  	 EASYWAY

	135332	  	 EDI - CANADA

	144816	  	 EDI - GXS SAP SYMPHONY

	135846	  	 EDI - SIAV

	151531	  	 EEOC - CAAMS BUSINESS UNIT MAPPING UTILITY

	133201	  	 EHS - OPERATING RESULTS

	135242	  	 EHS INCIDENT ANALYSIS

	134922	  	 E-LEAVE SYSTEM

	155257	  	 ELECTRONIC PAYMENTS - VZLA

	136741	  	 ELECTRONIC SIGNATURES

	147766	  	 EMAIL NOTIFICATION MANAGEMENT SYSTEM

	136426	  	 ENTERPRISE HUB

	142619	  	 EPIC STAR

	133781	  	 EPORTAL

	136122	  	 EPOST


  

 64 









			
	 App
 Number
	  	 Application Name

	134737	  	 EREPORTS

	133708	  	 eSourcing (Frictionless)

	135107	  	 ESS

	134716	  	 ETRAC

	135073	  	 EVALUATION OF ORDERS

	134533	  	 EVANSVILLE ADDENDUM

	141261	  	 EXADI

	135426	  	 EXCEL-A-RATER

	136929	  	 EXCHANGES AND RETURNS

	145568	  	 EXECCOMM

	133203	  	 EXPENSE REIMBURSEMENT SYSTEM (IBM EXPRES T&E)

	137465	  	 FAC-IT

	135462	  	 FEDEX PACKAGING

	135342	  	 FINANCE - CANADA

	136947	  	 FINANCIAL NOTE OF CREDIT

	135598	  	 FINISHED PRODUCT INVENTORY

	155007	  	 FIXED-ASSETS

	144770	  	 FOCUS

	147866	  	 FORECAST MANAGEMENT SYSTEM MJ

	136870	  	 FURNITURE SURPLUS CATALOG

	140985	  	 GAT

	135240	  	 GE.PE

	137459	  	 GENTRAN SAP

	135510	  	 GET PAID

	137262	  	 GIFTS - SALES & MARKETING

	135725	  	 GKO

	137724	  	 GLOBAL CALENDAR SERVICE

	136679	  	 GLOBAL CORPORATE MANAGEMENT

	136868	  	 GLOBAL DESIGN

	137723	  	 GLOBAL EMAIL SERVICE

	135772	  	 GLOBAL MEETINGS MANAGEMENT - MARRS

	151883	  	 GLOBAL SCAN

	134790	  	 GLOBE (GLOBAL LIBRARY OF BRANDING ELEMENTS)

	PEND	  	 GOA WEB APPLICATION

	155261	  	 GOVERMENT PAYROLL RULES

	136602	  	 GOVERNMENT AFFAIRS - WEBSITE

	134420	  	 GOVERNMENT INTERACTIONS

	134473	  	 GROSS MARGIN SYSTEM

	133429	  	 GSSWEB


  

 65 









			
	 App
 Number
	  	 Application Name

	134474	  	 HAZARDOUS MTRL TRACKING

	145266	  	 HP QUALITY CENTER TEST DIRECTOR

	136229	  	 HR DATA WAREHOUSE

	139236	  	 HR HORIZONS

	136736	  	 HR MANAGEMENT SYSTEM

	136744	  	 HR REPORTING

	136236	  	 HR@BMS

	136127	  	 HR@NET

	144771	  	 HRDIRECT.BMS.COM

	135329	  	 HRIS, TAIWAN

	135244	  	 HUMANRES

	PEND	  	 Hyperion Essbase Application

	135607	  	 HYPERION PILLAR

	150475	  	 HYPERION-MJN

	135715	  	 IMS SALES ANALYZER - SPAIN

	146016	  	 IN MARKET MANAGEMENT SYSTEM

	135817	  	 INFINIUM - Indonesia

	134138	  	 INFINIUM-HR

	134848	  	 INTEGRATED RELATIONSHIP MARKETING

	139536	  	 INTEGRATED WEB PLATFORM

	133215	  	 INTERCOMPANY BACKCHARGES

	149774	  	 INTERFACE BPCS WITH SAP FSS

	145868	  	 INTERNAL CERTIFICATE AUTHORITY VERIFICATION SERVIC

	136237	  	 INTERNATIONAL DATA ROSTER WEB

	142944	  	 INTRANET RH FRANCE

	141159	  	 INTRANET SECURITY SYSTEM

	135204	  	 INTRANET WEBSITE - TAIWAN

	135016	  	 INVOICE CONTROL

	143490	  	 ISIS - MJ - CANADA

	134489	  	 ITO LIST NUMBER DATABASE

	136869	  	 ITO QC/QA TIME EXCEPTIONS

	133725	  	 JET JOURNAL ENTRY

	PEND	  	 Jobline - 3rd party (New application in process)

	144769	  	 JOBLINEUK

	153505	  	 LATIN AMERICA SHARE OF MARKET

	134595	  	 LEGACY QA MICROFILM INDEXING

	134597	  	 LEGACY QA SAMPLES PROCESSING

	136503	  	 LEGACY QUALITY CONTROL STABILITY SAMPLES

	133222	  	 LEGAL - CPI - TRADEMARK SYSTEM


  

 66 









			
	 App
 Number
	  	 Application Name

	133223	  	 LEGAL - DOMAIN NAME TRACKING SYSTEM

	151481	  	 LEGAL - EEOC REPORT BULLETIN

	133224	  	 LEGAL - ELECTRONIC FILING SYSTEM/PAIR - PATENTS

	136102	  	 LEGAL - GIFTS

	133226	  	 LEGAL - LEGAL EXPENSE TRACKING SYSTEM (LETS)

	133230	  	 LEGAL - MEMOTECH/MIS - PATENTS

	136455	  	 LEGAL - TRADEMARK COST TRACKING DATABASE

	135738	  	 LEGAL CONTRACTS

	136225	  	 LEGAL INVOICE TRACKING SYSTEM

	155158	  	 LIBRO DIARIO

	135512	  	 MANAGEMENT CONTROL

	134526	  	 MANUFACTURING BATCH RECORDS

	136456	  	 MANUGISTICS

	137506	  	 MANUGISTICS-FULLFILMENT 7.1.2

	134169	  	 MAPICS

	137510	  	 MARKET SHARE ANALYSIS

	134522	  	 MATERIAL & PRODUCT PERFORMANCE TRACKING

	134174	  	 MAX / JMAX

	135417	  	 MAXIMO (GLOBAL)

	135245	  	 MEAD JOHNSON CHANGE CONTROL

	136937	  	 MEDICAL SAMPLE

	136597	  	 MEDICAL/FITNESS - BSDI FITNESS

	135773	  	 MEDICAL/FITNESS - MEDGATE

	134176	  	 META4MIND

	PEND	  	 Methane Gas Billing

	148968	  	 MEXICO VACATION SYSTEM

	TBD	  	 MIKROS

	137159	  	 MJ DSI FINANCIAL REPORTING

	135268	  	 MJ INTRANET

	142773	  	 MJN AWARD PROCESSING

	PEND	  	 MJN DB Promotions (Web Page)

	151276	  	 MJN DCS REPORTING

	155162	  	 MJN IDMC

	134536	  	 MJN LIST NUMBER DATABASE

	154353	  	 MJN MF UTILITY JOBS (900 SERIES)

	NA	  	 MJN Miscellaneous Notes DBs - See Remedy 5005

	136732	  	 MJN PROJECT MANAGEMENT

	136740	  	 MJNG BULLETIN BOARD

	155163	  	 MONTHLY CLOSE


  

 67 









			
	 App
 Number
	  	 Application Name

	134180	  	 NDF - NOTES DE FRAIS

	137467	  	 NEWSEDGE MJ

	134880	  	 NOTES FORMS DBS

	136733	  	 NPIS

	157257	  	 NV-PAS

	139784	  	 OASIS

	155908	  	 OFFRES EMPLOIS

	138934	  	 OMNIRIM

	133234	  	 ONEBMS PORTAL

	146816	  	 ONEBMS PORTAL/CANADA COMMUNITY

	134220	  	 ONLINE ADS FRANCE

	136576	  	 OPTIMIZE

	PEND	  	 Optiva (PLM - New project)

	137365	  	 ORACLE CLINICAL / ELECTRONIC DATA CAPTURE

	141714	  	 ORACLE CLINICAL REMOTE DATA CAPTURE/EXTERNAL

	135253	  	 ORIME

	134208	  	 OTHER PAYMENTS

	137949	  	 OUTLET CLASSIFICATION

	134211	  	 OXYGENE

	136480	  	 PACHA

	134579	  	 PACKAGING BATCH RECORDS

	136481	  	 PACKAGING MATERIAL SPECIFICATIONS

	155057	  	 PAYLINK PERU CHILE

	136140	  	 PAYMENTS ADMINISTRATION IN BANK

	151783	  	 PAYMETRIC

	135430	  	 PERFORMANCE CONNECTIONS

	146116	  	 PERSISTENT URL

	155258	  	 PETTY CASH - VZLA

	137716	  	 PGPM GSS PORTFOLIO AND PROJECT TOOLSET

	147616	  	 PHA PRO

	134576	  	 PHARMACEUTICAL CHANGE CONTROL SYSTEM

	134222	  	 PHOENIX

	155009	  	 PIRAMIDE DE PROVEEDORES

	151784	  	 PIVOTAL CRM 5.9

	137505	  	 PIVOTAL CRM V 5.1

	135373	  	 PL INTRANET

	153953	  	 PLANNING, BUDGETING AND PROJECTIONS

	133245	  	 PLATEAU ELMS (LEARNING@BMS)

	135093	  	 PLEIADES


  

 68 









			
	 App
 Number
	  	 Application Name

	137891	  	 PMFLA

	141266	  	 POD EVIDENCE

	143897	  	 POLICIES AND PROCEDURES

	136488	  	 POWER PLAY SALES METRICS

	135642	  	 PPV AND PPV ADJUSTMENTS

	134882	  	 PRACTNR MAILING SYSTEM

	134883	  	 PRACTNR MASTER DB

	134884	  	 PRACTNR SALES CALL

	135761	  	 PRICING & SOURCING - TRANSFER PRICING

	155058	  	 PROCEDURE

	135506	  	 PROCESS AND REPORTS OF AVERAGE COST

	135059	  	 PROCESS BMS DESCRIPTION

	137973	  	 PRODUCT ACCRUALS

	134840	  	 PRODUCT INFORMATION DATABASE

	150576	  	 PRODUCT REPOSITORY

	136492	  	 PRODUCT SALES COLLECTION, PERU

	136496	  	 PROFITABILITY CUBE

	138325	  	 PROSPER - (PROJECT SYSTEM, PLANNING ET REPORTING)

	136142	  	 PURCHASE CUSTOMER ORDER

	155253	  	 PURCHASE PROVISION

	155011	  	 PURCHASING REGISTRATION BOOK PERU

	135921	  	 QUALITY COMPLAINTS INVESTIGATION SYSTEM (QCIS)

	155156	  	 QUARANTINE

	134615	  	 QUASAR

	155013	  	 REGISTRO DE VENTAS PERU

	133247	  	 REMEDY

	155155	  	 REQUISICIONES AUTOMATICAS

	136595	  	 RESOURCE SCHEDULING AND VERIFICATION PROGRAM RSVP

	155054	  	 RETENCIONES

	137470	  	 REX RECONCILIATION APPLICATION

	TBD	  	 RIA Checkpoint

	153553	  	 RIGHTFAX MJN

	135740	  	 SAC

	136507	  	 SALARY PLANNING - KADIRI

	135310	  	 SALES CUBE

	135516	  	 SALES DATAMART

	136779	  	 SALES FORCE AUTOMATION

	147166	  	 SALES FORCE E-LEARNING (TUDESARROLLO)

	135789	  	 SALES QUOTE MANAGEMENT


  

 69 









			
	 App
 Number
	  	 Application Name

	155153	  	 SALES RETURN & SALES DISCOUNT

	144969	  	 SALES STATISTIC CODE

	134141	  	 SALES STATISTICS

	137024	  	 SALES STATISTICS CUBES

	135832	  	 SALES STATISTICS IN AS/400

	134891	  	 SALES TRAINING WEB SITE

	134892	  	 SAMPLES ACCOUNTABILITY SYSTEM

	143354	  	 SAMPLES CONTROL

	134255	  	 SAMPLES MNGT.

	136286	  	 SANTANDER GLOBAL

	PEND	  	 SAP BCS

	136512	  	 SAP BUSINESS WAREHOUSE (BW)

	151426	  	 SAP DM RELATED PROCESSING (671)

	133251	  	 SAP FDG

	146416	  	 SAP GTS GTP

	139184	  	 SAP HR (VERSION 4.6C)

	136513	  	 SAP ORDER TO CASH (OTC) - SYMPHONY

	135525	  	 SAP ORDER TO CASH (OTC) HARMONY

	156105	  	 SAP TOUCH POINTS

	134949	  	 SAS BILLING

	135360	  	 SCANDINAVIAN ABSENCE REPORT

	135367	  	 SCANDINAVIAN CONFERENCE ROOM BOOKING

	136515	  	 SCANDINAVIAN WHO IS WHO INTRANET

	137516	  	 SCANDINTRA.BMS.COM

	136517	  	 SCOP, CANADA

	134260	  	 SECTO

	137780	  	 SECURITY RISK ASSESSMENT APPLICATION

	134688	  	 SECURITY VISITOR WATCH DATABASE

	136757	  	 SESAME

	PEND	  	 SET

	139187	  	 SEVERANCE

	136274	  	 SIAV CSO

	135003	  	 SIAV MEAD JOHNSON

	135008	  	 SIAV SAMPLES MEAD JOHNSON

	136521	  	 SIMSAL

	134635	  	 SINGLE ITEM MASTER (SIM)

	148266	  	 SIPREME

	142519	  	 SMITH BARNEY

	134508	  	 SMW EVANSVILLE MJN SAMPLEMANAGER LIMS 2002


  

 70 









			
	 App
 Number
	  	 Application Name

	134269	  	 SOLRED

	135099	  	 SPANISH ETMS

	136739	  	 SPEC PROPOSAL DATABASE

	135822	  	 STAFF SERVICES - FACILITIES WEB APPLICATION

	135252	  	 STANDARD OPERATING PROCEDURE

	134723	  	 STARS

	135090	  	 STATISTIC OF SALES

	136141	  	 STOCK DISTRIBUTOR

	138834	  	 SUN JAVA IDENTITY MANAGER

	134652	  	 SUPERFUND

	133274	  	 Supplier Link

	137964	  	 SUPPLIER MASTER

	136600	  	 SURVEY WIZARD

	134980	  	 SYC

	133355	  	 TAX - CORPTAX CS AND EDP

	138069	  	 TAX - CORPTAX ETS AND EDP

	146917	  	 TAX - DBXI

	135061	  	 TAX DISCOUNTS

	142770	  	 TCS VIDEO CONF REQUEST

	134282	  	 TEAMSHARE - SPAIN

	135243	  	 TELEPHONE DIRECTORY

	136927	  	 THE RESERVATION FOR OBSOLESCENCE

	135238	  	 TIME RECORDING

	150627	  	 TIME@ADP

	134927	  	 TM/1 - DATA WAREHOUSING SYSTEM(MJ)

	151733	  	 TM1 COLOMBIA

	142974	  	 TM1 -HK

	151629	  	 TM1 PERU

	134940	  	 TM1 SERVER & PERPECTIVE 8 - FINANCE DATA ANALYSIS

	151732	  	 TM1 VENEZUELA

	136539	  	 TM1, TAIWAN

	137717	  	 TOCK - CLOCKWARE

	138277	  	 TRACKWISE - EHS ACTIONS TRACKING

	143649	  	 TRACKWISE - MATERIAL WORKFLOW

	136617	  	 TRAVEL - 14 DAY PRETRIP AUTHORIZATION

	137486	  	 TRAVEL - CENTRAL BILL FORM

	133157	  	 TRAVEL - ETRIP

	151480	  	 TRAVEL - GROUND TRANSPORTATION OPTION

	136195	  	 TRAVEL - PRETRIP EXCEPTION AUTHORIZATION


  

 71 









			
	 App
 Number
	  	 Application Name

	143494	  	 TRAVEL - SMALL MEETINGS FORM

	133158	  	 TRAVEL - TRAVELWEB

	133202	  	 TREASURY: ETREASURY - NETTING

	135679	  	 TREASURY: ETREASURY - SPOT TRADES

	135758	  	 TREASURY: ETREASURY - WEB REPORTS

	133170	  	 TREASURY: TREASURY GTM V8.1.2 (GTM)

	155159	  	 TRIAL BALANCE

	144516	  	 TS3

	136421	  	 TURNOVER, MEXICO

	TBD	  	 UNISTAFF

	135076	  	 UPILIB

	TBD	  	 URSSAF

	155010	  	 VALORIZACION DE IMPORTACIONES

	135505	  	 VENDOR MANAGED INVENTORY / INFOREM

	137476	  	 VISTA

	135440	  	 WEB CORPORATE WEB SITE

	150224	  	 WEBMETHODS

	133235	  	 WHITEPAGES

	135381	  	 WHO IS WHO

	134304	  	 WHO’S WHO

	135228	  	 WITNESS CALL MONITORING

	134305	  	 WMS

	142620	  	 WORKBRAIN TIME & ATTENDANCE

	135260	  	 Xign

	134710	  	 ZEELAND ADDENDUM

	135286	  	 RMA

	135294	  	 MATERIAL PROMOTIONAL

	135299	  	 BANKING CONCILIATION

	135303	  	 LIQUIDATION OF IMPORTS

	135304	  	 OBSOLECENCE OF INVENTORIES

	135313	  	 QUOTE CUBE

	135314	  	 INVENTORIES CUBE

	136390	  	 BPCS ARGENTINA

	136393	  	 BPCS ECUADOR AND QMS

	136422	  	 EDI

	136925	  	 FORCE ANALYZER

	137535	  	 DOI CUBE

	154853	  	 SECURITY OF DUTIES

	155353	  	 INTERFACE WITH DISTRIBUTOR


  

 72 









			
	 App
 Number
	  	 Application Name

	155404	  	 BPCS ACCOUNTING - NEW MODULES

	157457	  	 PORTALVENEZUELA

	134117	  	 GETRAS APPLICATION

	157658	  	 BPCS - Vietnam

	156957	  	 Sponsorship Management System

	157861	  	 A&P Tracking System MJN


  

 73 








 EXHIBIT C 
 WORKPLACE SERVICES 
 Services Summary Description 
 The Services to be provided by Provider under this Exhibit shall generally be described as services provided to support end-user services as listed in the Provider’s
IM Service Catalog. The Services provided include, but are not limited to: 
  

	 	•	 	 Desktop Services including: 


  

	 	•	 	 Deskside support 


  

	 	•	 	 Desktop management including Desktop/Laptop hardware break/fix 


  

	 	•	 	 PC lifecycle management 


  

	 	•	 	 Install, Move, Add, Change (IMACs) 


  

	 	•	 	 Site Support 


  

	 	•	 	 Software procurement 


  

	 	•	 	 Help Desk including: 


  

	 	•	 	 General support 


  

	 	•	 	 SAP Help Desk 


  

	 	•	 	 Sales Force Help Desk 


  

	 	•	 	 R&D Scientific Help Desk 


  

	 	•	 	 Messaging and calendaring 


  

	 	•	 	 Collaboration Services, including but no limited to, eConferencing, Audio, Video & Web Conferencing. 


  

	 	•	 	 Print, Fax and Scan services 


 Scope of
Services 
 These Services shall be provided to Recipient’s employees, contractors and external business partners to the extent that such
Services were provided prior to Closing Date at Historical Levels as defined in Section 2(d)(i) of this Agreement. Increase in Services beyond Historical Levels or for new usage not in place prior to Closing Date will require initiation of a
project by Recipient per Exhibit D and shall mutually be agreed to by Provider and Recipient. 
 Software 
 To the extent Provider is contractually permitted to allow for such use, Recipient may continue to utilize software licensed by Provider for the duration of the Term to
the extent such use occurred during the six (6) months prior to the Closing Date. In the event that the consent of a third party is required for such use, the provisions of Section 2.10 of the Separation Agreement shall govern the securing
of such consents. 
  

 74 








 EXHIBIT D 
 IT PROJECT SERVICES 
 Services Summary Description 
 It is understood that Recipient will significantly limit new projects, both Infrastructure and Applications, which rely on Provider Services to those that are critical
for ongoing business continuity and growth. Requests for new projects and/or relevant to retirement of an application will follow Provider established policies and procedures for project intake (PGPM) and prioritization by Provider. Provider is
under no obligation to provide Services where technical capabilities do not exist in the existing Provider’s IM Services Catalog. 
 The Services to be
provided by Provider under this Exhibit shall include, but not be limited to, those services in the Provider’s IM Services Catalog that allow for the initiation, execution, and implementation of new Infrastructure or Application projects.
Generally speaking, these Services will be limited to all supported services required to complete projects for new infrastructure and applications necessary for the continued operation and growth of Recipient. Completion of projects shall be in
strict accordance with Provider’s policies and procedures. 
 Where required, Recipient shall obtain necessary software licenses (“Licensed
Software”) as required by software vendors and applicable laws. Licenses for Licensed Software currently used by Recipient, and solely for the benefit of Recipient, shall be transferred by Provider as permitted under the respective vendor
licenses agreements and where agreed by Provider. Any costs incurred by Provider resulting from a transfer of Licensed Software to Recipient or a vendor required renegotiation of Provider Licensed Software will be borne by Recipient. 
 Delivery of agreed projects will be in compliance with Service Level Agreements of Provider and their designated providers. Recipient will bear the full cost of all
Project Services. 
 List of Projects 
  

			
	 PGPM Project ID
	  	 Project Name

	2005-0791	  	 MJN Product Lifecycle Management Implementation

	2007-0224	  	 MJN Global Quality Strat - LIMS

	2007-0224c	  	 MJN Global Quality Strat - LIMS CR-c

	2007-0224d	  	 MJN Global Quality Strat - LIMS CR-d

	2007-0801	  	 Big C VMI to EDI

	2007-0810	  	 MJN PLM Construct and Test

	2007-0810e	  	 MJN PLM Construct and Test CR-e

	2007-0810f	  	 MJN PLM Construct and Test CR-f

	2007-1105	  	 Internet Marketing Web Site

	2007-1277	  	 Nijmegen Customs Req Changes

	2007-1277a	  	 Nijmegen Customs Req Changes CR-a

	2008-0022	  	 ZIPP Packaging Automation DCS

	2008-0081	  	 Practitioner Audit and Balancin

	2008-0120	  	 EBI Access Control Upgrades


  

 75 









			
	 PGPM Project ID
	  	 Project Name

	2008-0120a	  	 EBI Access Control Upgrades CR-a

	2008-0204	  	 MJN Zeeland MSA Switch Upgrade

	2008-0204a	  	 MJN Zeeland MSA Switch Upgrade CR-a

	2008-0256	  	 MJN India Distribution Project

	2008-0269	  	 IWP Help Desk Support

	2008-0289	  	 Regional A&P Tracking System

	2008-0290	  	 To revamp MJ TM1 (MY & SG)

	2008-0310	  	 MJ Phil Web

	2008-0310a	  	 MJ Phil Web CR-a

	2008-0360	  	 MJN SFA System

	2008-0360b	  	 MJN SFA System CR-b

	2008-0396	  	 Project HRIS Extend

	2008-0484	  	 Balance Scorecard Caricom

	2008-0484a	  	 Balance Scorecard Caricom CR-a

	2008-0583	  	 Server upgrade for Hanoi

	2008-0608	  	 Demand Forecast - MJ Thailand

	2008-0637	  	 3PL Lease Line Connect

	2008-0643	  	 MJN SA&R-Tatura Interface

	2008-0643b	  	 MJN SA&R-Tatura Interface CR-b

	2008-0648	  	 MJN NIJ - network expansion

	2008-0663	  	 MJ CDS Integration (Atlas) - ZE

	2008-0829	  	 WINS Ind PC Upgrade

	2008-0866	  	 Central America B2B

	2008-0920	  	 CRM WAN

	2008-0921	  	 SFA JET

	2008-0931	  	 Project Storage

	2008-0985	  	 ETL CanCan for CRM Pivotal

	2008-0989	  	 Mead Johnson Global SOP System

	2008-0989a	  	 Mead Johnson Global SOP System CR-a

	2008-0991	  	 MJN RightFax Upgrade

	2008-1036	  	 Project Minnesota

	2008-1037	  	 MJN IPO APAC BPCS

	2008-1039	  	 MJN IPO SAP

	2008-1041	  	 MJN IPO LATAM BPCS

	2008-1042	  	 MJN IPO Puerto Rico BPCS

	2008-1043	  	 MJN IPO MAPICS Canada

	2008-1072	  	 Importation and PPV

	2008-1093	  	 VPN connection

	2008-1104	  	 CRM Pivotal additional licenses


  

 76 









			
	 PGPM Project ID
	  	 Project Name

	2008-1114	  	 Project Total (Kenco)

	2008-1114a	  	 Project Total (Kenco) CR-a

	2008-1120	  	 Increase Space of MJCF

	2008-1121	  	 Office Expansion at CHO

	2008-1146	  	 MJN IWP DR at Auburn Hills

	2008-1147	  	 MJN DB Promotions (Web Page)

	2008-1165	  	 OneMJN Portal Analysis

	2008-1173	  	 MJN Project Metro (new office)

	2008-1185	  	 MJN Global Payroll-HRIS Project

	2008-1189	  	 N2N VPN for Tianjin Office

	2008-1190	  	 N2N VPN for Xiamen Office

	2008-1191	  	 N2N VPN for XiAn Office

	2008-1246	  	 Meridian IQ Connectivity Change

	2008-1266	  	 Pulse Website Retirement Projec

	2008-1286	  	 Indonesia Discount Change

	2008-1305	  	 MeadJohnson Community

	2008-1326	  	 MJN Payroll Data Conversion 2

	2008-1329	  	 VMI System

	2008-1330	  	 CRM Enhancement

	2008-1334	  	 MJN Global LIMS 9_2 Dev Server

	2008-1336	  	 Tatura Remote Office

	2008-1339	  	 MJN Executive Support Project

	2008-1344	  	 MJN BPR Master Data

	2008-1352	  	 Cosmics Analysis - MJN IPO

	2008-1406	  	 Perf Connections_MJN IPO

	2008-1414	  	 MJN SOP Sharepoint Solution Est

	2008-1415	  	 Gray Loon Partner access to IWP

	2008-1416	  	 BPCS Implementation Dom Rep

	2008-1467	  	 Loyalty Points program

	2008-1478	  	 Web Support

	2008-1506	  	 MJN IPO ADP Global Data Warehou

	2008-1553	  	 MJN IPO Bank of America A P

	2008-1557	  	 Microbial Vitamin Disaster Rec

	2008-1558	  	 EBI Automation Disaster Rec

	2008-1565	  	 Project New Office Setup

	2009-0018	  	 MJN Vietnam office renovation

	2009-0040	  	 MJ China DMS Roll Out


  

 77 








 SCHEDULE 4 
 INFORMATION TECHNOLOGY SERVICES PROVIDED BY MJN 
 Countries: United States, Peru, and Chile
(including support for ConvaTec). 
 Services Summary Description 
 Provider shall provide client facing support and management of applications (see table below) for the countries identified. This includes Break/Fix, Customer Assistance, Required Modifications, and Elective
Enhancements based on Historical Levels. Provider shall not be required to provide any Services in connection with any applications that are not currently supported by Provider or that Provider does not have the capability to provide. In addition,
upon completion of any new project identified in this Schedule, Provider and Recipient shall amend the table below to add the completed project to this Schedule. All IT support historically provided to Recipient will continue to be provided except
where specifically listed. Additionally, costs required to separate services prior to or during the term of this Schedule are not included in the costs and would be incremental to the cost of this Schedule. Recipient will use Provider-required
project intake processes and systems for all requests made against Services made available by Provider. 
 All systems and applications shall remain under
Provider governance until operation of an application is transferred to Recipient. Access and use of the systems and applications shall be in strict accordance with Provider’s policies and procedures. 
 Where Provider and Recipient share applications, Recipient shall be obligated to assist Provider in upgrading applications where necessary whether Provider or Recipient
initiated. Where upgrades are Recipient initiated and agreed to by Provider, these projects would be considered a separate project under this Schedule. 
 The software applications governed by this Schedule shall change as the responsibility for support and maintenance transitions to Recipient. 
 All
costs and expenses associated therewith (the “Development Costs”) shall be borne by Recipient. 
 Without limiting the generality of the foregoing,
Recipient shall act as project manager for the development, construction, testing and implementation of its computing environment. Recipient agrees that its responsibilities as project manager shall include preparation (and communication to
Provider) of reasonable project timelines and requirements for technical expertise or specialist personnel, hiring and supervision of systems integrators or other personnel and timely delivery, testing and implementation of the computing
environment. Recipient will collaborate with Provider on the development of the project timelines, with Provider and Recipient approving the project timelines before any business plans are made to effect change in either the Recipient or Provider
computing or business environments. Provider shall not provide any resources above and beyond the normal course of delivering Provider-provided Services required to operate the Business during the Term. Provider reserves the right to replace,
upgrade, or modify its operating procedures and/or software systems at any time during the Term. 
  

 78 








 Services 
 Client facing IM support only for Indiana Technical Operations in Evansville, IN including: 
  

	 	•	 	 Provide functional support and client assistance 


  

	 	•	 	 Work with 3rd party service providers who provide application technical support 


  

	 	•	 	 Coordinate required testing for service packs and patches 


  

	 	•	 	 Provide security coordination consistent with activities as of the Separation Date 


 Application support for applications listed in table below to the extent that Provider was providing services prior to Separation for all countries. Support includes the following: 
  

	 	•	 	 System administration 


  

	 	•	 	 Application maintenance and promote to production 


  

	 	•	 	 Assist Recipient with transition of applications 


  

	 	•	 	 Maintain end-user access control 


  

	 	•	 	 Provide incident and problem resolution 


  

	 	•	 	 Provide validation services for applications 


  

	 	•	 	 Database maintenance services where applicable, including data export/imports, query performance tuning, application PL/SQL management, & data structure
design and implementation 


 Changes in Services made by Provider during the Term of this Agreement will be made available to Recipient
based on mutual consent, with incremental costs necessary being borne by Recipient. Discontinuation of Services by Provider will be made available, on mutual consent, to Recipient with Recipient bearing the full cost associated with the
discontinuation of that Service. Provider must notify Recipient within one-hundred eighty (180) days for the first twelve (12) months and ninety (90) days thereafter of any Discontinuation of Services. Recipient must make a request in
writing to Provider for inclusion of any Additional Services. At time of receipt of Recipients request by Provider, Provider will within the following thirty (30) days provide a plan of action to include the requested services as Additional
Services or send a rejection of the Recipients request to the Recipient of their request to be included as Additional Services. Provider will notify Recipient within fifteen (15) days of any Change in Services. 
 New Project Services 
 It is understood that Recipient will
significantly limit new projects, both Infrastructure and Applications, which rely on Provider Services to those that are critical for ongoing business continuity and growth. Requests for new projects and/or relevant to retirement of an application
will follow Provider’s established policies and procedures for project intake (PGPM) and prioritization by Provider. Provider is under no obligation to provide Services where technical capabilities do not exist at the Date of Close. 

Transition of Services 
 Provider will provide the support
required to transition Services and applications for Recipient; and such support will be managed as a project under New Project Services in this Schedule 4 with the cost associated with that transition borne by Recipient. 
  

 79 








 Data Transfers 
 In relation to data transfers, the following principles shall be adhered to: 
  

	 	•	 	 Any request to transfer data shall be done as a project per this Schedule with all costs at an incremental expense to Recipient 


  

	 	•	 	 Any transferred data shall be transferred in Provider standard format 


  

	 	•	 	 Any data customization request shall be at an incremental expense to the Recipient 


  

	 	•	 	 Data conversion and mapping activities shall be mutually agreed to during initiation of the project under this Schedule 


  

	 	•	 	 During the Term, Provider does not commit to segregating data which is co-mingled, with the exception of financial data, the segregation of which shall be performed
at an incremental expense to the Recipient 


 Cost 
 Cost of Services shall be charged each month at a fixed amount as follows: 
  

						
	 Local Market (Country)
	  	Foreign
Currency Type	  	TSA Costs
(in USD)
	 Chile
	  	N/A	  	$	3,000
	 Peru
	  	PEN	  	$	9,000
	 U.S.A.
	  	N/A	  	$	39,000
	 Total
	  		  	$	51,000

 In addition, Recipient shall be obligated to pay increased maintenance and licensing costs from vendors for
software dedicated to Recipient covered under this Schedule. 
 Additional Costs 
 New projects or services agreed to in this Schedule 4 shall be borne by Recipient as agreed to by acceptance of such projects and services. 
 Recipient shall be responsible for maintaining a Capital Appropriation Request (CAR) for the purchase of all new or replacement PCs during the Term. 
 Modification of Costs during Term 
 During the Term of this Agreement, Provider and Recipient shall review the
Services provided under this Schedule and the costs charged to provide Services twice annually. Costs to Services shall be modified for modification of Provider’s unit price as documented in the Annual Business Plan once per year. Cost to
Services shall be modified twice per year based on volume of Services used under this Schedule. 
 Term: Until the date that is thirty-six
(36) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional three (3) months; provided that the Recipient
acknowledges and agrees that Schedule 3 must be in effect to provide the Services listed in this Schedule. 
  

 80 








 Early Termination of All Services: Termination by Recipient at any time upon ninety (90) days’
prior written notice. Upon the early termination of any Service(s) in this Schedule, Early Termination Fees equal to 100% of all actual stranded costs caused by the early termination shall be charged on a monthly basis for so long as such stranded
costs exist. 
 Transition: Transition out of Services or applications in this Schedule by Recipient must be planned and agreed to by Provider.
Due to interdependency of applications and services provided in this Schedule, failure to communicate and plan transition by Recipient with Provider may limit or reduce Services provided by Provider. 
 Provider: MJN 
 Recipient: BMS 
 Point of Contact, Recipient: Susan Liddie 
 Point
of Contact, Provider: Derek Faughn 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 List of Projects 
  

					
	 Project ID
	  	 Project Name
	  	 
	 2008-0829
	  	WINS Ind PC Upgrade	  	
	 2008-0927
	  	ITO SAP PP-PI Migration	  	

 Applications Supported 
  

							
	 Application
 ID
	  	 Application Name
	    	 Country
Supported
	    	 Division Used

	137782	  	Atlas	    	US	    	TechOps
		  	Business Objects	    	US	    	TechOps
		  	Credit Memos	    	US	    	TechOps
		  	Discipline System	    	US	    	TechOps
	134400	  	Disposal Order System	    	US	    	TechOps
	135603	  	DM/FSS Data Warehouse	    	US	    	TechOps
	137658	  	EBI Badge Management	    	US	    	TechOps
	135242	  	EHS Incident Reporting	    	US	    	TechOps
	136741	  	Electronic Signatures Database	    	US	    	TechOps
	134474	  	Hazardous Material Tracking	    	US	    	TechOps
	134450	  	Invistics Database/Feed	    	US	    	TechOps
	134489	  	ITO List Number DB	    	US	    	TechOps
	135190	  	Job Bid	    	US	    	TechOps
	134593	  	Laboratory Data System (LDS)	    	US	    	TechOps
	134595	  	Legacy QA Microfilm Indexing	    	US	    	TechOps

  

 81 









							
	 Application
 ID
	  	 Application Name
	    	 Country
Supported
	    	 Division Used

	 134519
	  	Marcam Maintenance Management System	    	US	    	TechOps
	 134526
	  	MBR	    	US	    	TechOps
	 134880
	  	MJN Intranet - Forms Warehouse	    	US	    	TechOps
	 135268
	  	MJN Intranet - Net-it	    	US	    	TechOps
	 136740
	  	MJNG Bulletin Board	    	US	    	TechOps
	 136481
	  	Packaging Material Specification System (PMS)	    	US	    	TechOps
		  	Pharm Door Sheets	    	US	    	TechOps
	 135252
	  	Pharm SOP DB	    	US	    	TechOps
	 134576
	  	Pharmaceutical Change Control System	    	US	    	TechOps
	 140584
	  	ProCal	    	US	    	TechOps
	 135252
	  	PSG SOP DB	    	US	    	TechOps
	 135418
	  	QA Interleaf	    	US	    	TechOps
	 134597
	  	QA Sample Processing	    	US	    	TechOps
	 136503
	  	QC Stability Samples	    	US	    	TechOps
	 133251
	  	FDG SAP (Client Facing)	    	US	    	TechOps
		  	Scale Calibration Database	    	US	    	TechOps
	 134688
	  	Security Visitor Watch System	    	US	    	TechOps
	 134694
	  	WINS	    	US	    	TechOps
	 149874
	  	BPCS - ACP	    	Peru, Chile	    	Pharma, ConvaTec
	 149874
	  	BPCS - ACR	    	Peru, Chile	    	Pharma, ConvaTec
	 155008
	  	Conciliacion intercompany	    		    	Pharma
	 155061
	  	Control de Dsctos del Distribuidor	    	Peru	    	Pharma
	 155062
	  	Control documentario de dsctos del distribuidor	    		    	Pharma
	 136947
	  	Descuentos del Distribuidor al Mercado	    	Peru	    	Pharma
	 135073
	  	Evaluación de Pedidos	    	Peru, Chile	    	Pharma
	 149874
	  	BPCS - CST	    	Peru, Chile	    	Pharma
	 135506
	  	PROCESS AND REPORTS OF AVERAGE COST	    	Peru	    	Pharma
	 155010
	  	Valorizacion de Importaciones	    		    	Pharma
	 155007
	  	Fixed Assets	    	Peru, Chile	    	Pharma, ConvaTec
	 149874
	  	BPCS - GLD	    	Peru, Chile	    	Pharma, ConvaTec
	 155059
	  	ACS P&L	    	Peru, Chile	    	Pharma
	 155157
	  	Balance General	    		    	Pharma
	 155063
	  	Cut Off	    		    	Pharma
	 155158
	  	Libro Diario	    		    	Pharma
	 136492
	  	Product Sales Collection	    	Peru, Chile	    	Pharma, ConvaTec

  

 82 









							
	 Application
 ID
	  	 Application Name
	    	 Country
Supported
	    	 Division Used

	 155011
	  	Purchasing registration book	    		    	Pharma
	 155013
	  	Registro de Ventas Peru	    		    	Pharma
	 155153
	  	Sales Return & Sales Discount	    		    	Pharma
	 155159
	  	Trial Balance	    		    	Pharma
	 136927
	  	Write Off	    	Peru, Chile	    	Pharma, ConvaTec
	 155054
	  	Retenciones	    		    	Pharma
	 135061
	  	TAX DISCOUNTS	    		    	Pharma
	 149874
	  	BPCS - CSH	    		    	Pharma
	 149874
	  	BPCS - MLT	    	Peru, Chile	    	Pharma, ConvaTec
	 136140
	  	Administración de Cheques	    		    	Pharma
	 135068
	  	BANK RECONCILIATION (CONCILIACION BANCARIA)	    		    	Pharma
	 135026
	  	CASH BOOK	    		    	Pharma
	 155055
	  	CONCILIACION TARJETAS DE CREDITO	    		    	Pharma
	 155057
	  	Paylink Peru Chile	    	Peru, Chile	    	Pharma, ConvaTec
	 135512
	  	Control de Gestion	    		    	Pharma
	 155060
	  	Certificado de Retenciones	    		    	Pharma
	 149874
	  	BPCS - MPS	    		    	Pharma
	 149874
	  	BPCS - MRP	    		    	Pharma
		  	MRP	    		    	Pharma
		  	SCOP + Manugistic (Interface)	    		    	Pharma
	 136929
	  	Exchanges and Returns	    	Peru, Chile	    	Pharma, ConvaTec
	 136142
	  	PURCHASE CUSTOMER ORDER	    	Peru, Chile	    	Pharma, ConvaTec
	 136141
	  	Stock in third Parties	    		    	Pharma
	 149874
	  	BPCS - BIL	    	Peru, Chile	    	Pharma, ConvaTec
	 149874
	  	BPCS - ORD	    	Peru, Chile	    	Pharma, ConvaTec
	 155154
	  	Auto PO	    	Peru, Chile	    	Pharma, ConvaTec
	 149874
	  	BPCS - PUR	    	Peru, Chile	    	Pharma, ConvaTec
	 155009
	  	Piramide de Proveedores	    	Chile	    	Pharma
	 155155
	  	Requisiciones Automaticas	    	Peru, Chile	    	Pharma, ConvaTec
	 155156
	  	Quarantine	    		    	Pharma
		  	Special products control	    		    	Pharma
	 149874
	  	BPCS - INV	    	Peru, Chile	    	Pharma, ConvaTec
	 149874
	  	BPCS - SAL	    		    	Pharma
	 136941
	  	QUOTA OF SALES PHARMA	    		    	Pharma
	 135090
	  	Statistics of sales	    	Peru, Chile	    	Pharma, ConvaTec
	 136937
	  	Medical Sample	    	Peru, Chile	    	Pharma

  

 83 









							
	 Application
 ID
	  	 Application Name
	    	 Country
Supported
	    	 Division Used

	 151629
	  	TM1	    	Peru, Chile	    	Pharma
	 135516
	  	Sales Datamart	    	Peru	    	Pharma
	 136926
	  	ADAM - CR	    	Peru, Chile	    	Pharma, ConvaTec
	 136926
	  	ADAM - CV	    	Peru, Chile	    	Pharma, ConvaTec
	 136926
	  	ADAM - KP	    	Peru, Chile	    	Pharma, ConvaTec
	 136926
	  	ADAM - NI	    	Peru, Chile	    	Pharma, ConvaTec
	 136926
	  	ADAM - NS	    	Peru, Chile	    	Pharma, ConvaTec
	 136926
	  	ADAM - RH	    	Peru, Chile	    	Pharma, ConvaTec
	 136926
	  	ADAM - PL	    	Peru, Chile	    	Pharma, ConvaTec
	 134976
	  	ITP	    	Chile	    	Pharma
	 155058
	  	Procedure	    	Peru	    	Pharma
		  	ASAP	    	Peru	    	Pharma
	 154053
	  	Dashboard New Products Latcan	    	Peru	    	Pharma
	 152251
	  	Planning of Promotional Material	    	Peru	    	Pharma
	 153104
	  	BPCS CHILE	    	Chile	    	Pharma, ConvaTec
	 155012
	  	PURCHASING REGISTRATION BOOK CHILE	    	Chile	    	Pharma
	 155014
	  	REGISTRO DE VENTAS CHILE	    	Chile	    	Pharma
	 156857
	  	ACCIST	    	Peru	    	Pharma

  

 84 








 SCHEDULE 5 
 TAX SERVICES PROVIDED BY BMS 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below. Additionally, Provider shall
make available a main contact person (the “Main Contact”) to act on behalf of both Provider and Recipient with respect to global Tax matters of Recipient. The Main Contact will oversee and coordinate the Services contemplated in this
Schedule 5 and to the extent appropriate in Schedule 6. The Main Contact will oversee and coordinate external spend on Tax Planning and on Tax Compliance Services wherever necessary, subject to the approval of Recipient’s Chief Financial
Officer, where such approval shall not be unreasonably withheld, and where “external spend” shall mean expenditures on third-party resource(s) in excess of that contemplated by this Agreement for routine tax planning and tax compliance
services. For the avoidance of doubt, “external spend” shall not include locally budgeted expenditure(s) for Provider’s direct and indirect costs under this Agreement where such costs relate to Provider’s employees; or in
accordance with Provider’s locally budgeted expenses, costs pertaining to the outsourcing of routine tax compliance functions anticipated under this Agreement. 
 Services 
  

					
	 Service
	  	 Description
	    	 Countries

	Preparing Tax Returns	  	 Provider shall prepare the following Tax Returns, or shall perform the following Services, as the case may be, provided, however, that Recipient
shall provide Provider with all information necessary to properly prepare such Tax Returns or perform such Services in a timely manner:
  
 •     Preparation of all income Tax Returns and related forms needed or required by law (at the
federal, regional and local levels), including, for the avoidance of doubt, all Combined State Income Tax Returns and Foreign Tax Returns for any taxable period ending on or before the Separation Date, and for any taxable period ending after the
Separation Date for so long as this Agreement shall remain in effect.
  
 •     Preparation of all required income Tax extension requests including, for the avoidance of doubt, all Combined State Income Tax extension requests for any taxable period ending on or
before the Separation Date, and for any taxable period ending after the Separation Date for so long as this Agreement shall remain in effect.
	    	USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland,
Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Taiwan, Vietnam, Guam

  

 85 









					
	 Service
	  	 Description
	    	 Countries

		  	 •     In the United States, preparation of any Form 5471 relating to the
calendar year (or any portion thereof that begins on or prior to the Separation Date) in which the Distribution occurs.
  
 Provider will provide access to http://home.bms.com/Tax to the extent required to provide the Services described above.
  
 Provider will prepare the following Tax Returns or perform the following functions as the case may be, in accordance with a schedule (“Tax Preparation
Schedule”) to be determined by the Provider. The Tax Preparation Schedule shall ensure full compliance with tax filing deadlines (including the extension thereof when and where applicable) and to the extent applicable the coordination of the
Recipient’s Tax Return filing needs and requirements with those of Provider for group, fiscal unity or tax consolidation (or similar) purposes, provided that Recipient shall or shall cause all information necessary to properly prepare such Tax
Returns or to perform such Services in a timely manner to be delivered or otherwise made available to Provider in accordance with the Tax Preparation Schedule:
  
 (a)    Preparation of: all State Income Tax Returns, all Local Income Tax Returns, all Federal Income Tax
Returns (including, as applicable or required, in all such cases pro forma Tax Returns).
  
 (b)    Preparation of all Income Tax Returns in jurisdictions outside of the United States.
  
 (c)    Preparation of Sales and Use Tax
Returns in the United States.
  
 (d)    Preparation of Value Added Tax Returns, Goods and Services Tax Returns, and similar Indirect Tax Returns in jurisdictions outsider of the United States.
  
 (e)    Preparation of required
extensions of any Tax Return(s) in any Jurisdiction, as necessary, appropriate and/or required.
  
	    	

  

 86 









					
	 Service
	  	 Description
	    	 Countries

			
	Worldwide Tax
Services	  	Provider will support worldwide Tax services, including VAT.	    	USA, Canada, Argentina, Brazil,
		  		    	Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden,
United Kingdom, Australia, Hong Kong, India, Indonesia, Malaysia, Philippines, Taiwan, Vietnam, Singapore (Operating Company, Holding Company, Triple J Ingredients), Thailand, China, Guam
			
	Accounts payable related tax reporting (i.e., 1099s, 48s)	  	Provider will support accounts payable related tax reporting (i.e., 1099s, 480s).	    	USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland,
Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Taiwan, Guam

  

 87 









					
	 Service
	  	 Description
	    	 Countries

	Tax services related to PCOPS	  	Provider will support tax services related to PCOPS.	    	Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom
			
	VAT, Sales and Use Tax Preparation	  	Provider will support Tax Return preparation solely to the extent related to VAT, GST, sales and use taxes, and similar Taxes or imposts.	    	USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland,
Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Taiwan, Vietnam, Guam
			
	Tax Provision and Reporting	  	Preparation and submission of all materials at the State, Federal and International
(ex-US) levels required for the quarterly income Tax provision to ensure compliance under FAS
109, FAS 5, FAS 123R and FIN 48, and all amendments or changes thereto. Calculation of the cash tax and effective tax rates in the United States.	    	USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland,
Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Malaysia, Philippines, Taiwan, Vietnam, Singapore

  

 88 









					
	 Service
	  	 Description
	    	 Countries

		  		    	(Operating Company, Holding Company, Triple J Ingredients), Thailand, China, Guam
			
	Tax Audit support	  	Provider will perform State and Federal tax audit support and management functions for Recipient.	    	USA
			
	Capital tax (in Canada) processing services and payment support	  	Provider will perform all services relating to the processing and payment of the Capital tax; Recipient will reimburse Provider for any and all tax paid.	    	Canada
			
	Federal and provincial submissions and support	  	Provider will perform Provincial and Federal tax audit support and management functions for Recipient.	    	Canada, Colombia, Venezuela
			
	VAT, Sales and Use tax audit support	  	Provider will make available resource and support for the conduct of all VAT, Sales and Use tax and similar (indirect tax) audits.	    	USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland,
Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Taiwan, Vietnam, Thailand, China, Guam
			
	Corporate Income Tax Audit support	  	Provider will make available resource and support for the conduct of all corporate income tax audits.	    	USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen,
Norway,

  

 89 









					
	 Service
	  	 Description
	    	 Countries

		  		    	Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Malaysia, Taiwan, Vietnam, Singapore (Operating Company, Holding Company, Triple J Ingredients),
Thailand, China, Guam
			
	Global Tax Planning Services	  	Provision of tax planning and tax strategy Services focused primarily on reducing Recipient’s cash and effective tax rates from the perspective of a U.S.-based multi-national, but also to
include local and regional tax planning and the support of business operations globally with advice on tax efficient structures. The scope of such global tax planning Services shall include direct taxes (i.e., corporate income taxes) and
indirect taxes (i.e., VAT, GST, Sales and Use tax and similar imposts, and customs duties), but specifically shall exclude other taxes, imposts and levies including but not limited to other taxes which are not based on income or sales of
products (i.e., real estate taxes and other property taxes). Global tax planning Services also will include tax analysis and planning for cash repatriation strategies and for intercompany financing activities.	    	USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland,
Portugal, Russia, Spain, Sweden, United Kingdom, Australia, China, Hong Kong, India, Indonesia, Malaysia, Philippines, Thailand, Taiwan, Vietnam, Singapore (Operating Company, Holding Company, Triple J Ingredients)
			
	Transfer Pricing	  	Provider shall perform transfer pricing Services for Recipient, which Services shall include the preparation of transfer pricing reports and/or documentation required under local law,
operational analysis of transfer prices. Recipient shall be solely responsible for requesting and communicating to Provider (specifically, to	    	USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico,

  

 90 









					
	 Service
	  	 Description
	    	 Countries

		  	 Provider’s Transfer Pricing Group) all in-market transfer pricing changes for existing products. Provider shall work with recipient to establish
in-market prices for any and all new products, but thereafter Recipient shall be solely responsible for requesting and communicating to Provider (specifically, to Provider’s Transfer Pricing Group) all in-market transfer pricing changes. For
the avoidance of doubt, as used in the preceding sentences, “existing products” shall mean those products which are available for commercial sale in any market worldwide as of the Separation Date, and “new products” shall mean
any products introduced for commercial sale in any market worldwide on or after the Separation Date.
  
 Further, Provider and Recipient shall use their best efforts to effect a knowledge transfer from Provider to Recipient over the course of this Agreement (as such Agreement relates solely to and remains in effect with
respect to the on-going provision of Tax Services) of transfer pricing system/rules in accordance with principles espoused under Section 482 of the United States Internal Revenue Code of 1986, as amended, and the Organization for Economic
Cooperation and Development. The objective of the foregoing knowledge transfer shall be for Recipient to internally provide its own transfer pricing function and administration by an as yet undefined date which in no event shall occur later than the
last day on which Provider shall be responsible for the performance of Tax Services pursuant to the terms and conditions of this Agreement.
	    	Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, China, Hong Kong, India, Indonesia,
Malaysia, Philippines, Thailand, Taiwan, Vietnam, Singapore (Operating Company, Holding Company, Triple J Ingredients)

 Cost 
 Cost of U.S.-Provided Services (where “U.S.-Provided Services” are those provided by or through the Corporate Tax Department of BMS) shall be charged each month at a fixed amount of $246,000. 
 Term: 
 The minimum Term applicable to all Services provided
under this Schedule shall be not less than such period as BMS owns not less than 80% of all classes of MJN stock outstanding as measured by both vote and value. 
  


 91 








 Recipient: MJN 
 Provider: BMS 
 Point of Contact, Recipient: Doug McCormack 
 Point of Contact, Provider: Doug McCormack 
 Payment
Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

 92 








 SCHEDULE 6 
 TAX SERVICES PROVIDED BY MJN 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below. 
 Services 
  

					
	 Service
	  	 Description
	    	 Countries

	Preparation of Tax Returns	  	 Provider shall prepare the following Tax Returns, or shall perform the following Services, as the case may be, provided, however, that Recipient
shall provide Provider with all information necessary to properly prepare such Tax Returns or perform such Services in a timely manner:
  
 •        Preparation of all corporate income Tax Returns for any taxable period
ending on or before the Separation Date, and for any taxable period ending after the Separation Date for so long as this Agreement shall remain in effect.
  
 •        Preparation of required corporate income Tax extension requests for any
taxable period ending on or before the Separation Date, and for any taxable period ending after the Separation Date for so long as this Agreement shall remain in effect.
  

Provider will provide access to http://home.bms.com/Tax to the extent required to provide the Services described above.
  
 Upon the request of Recipient, Provider will prepare the following Tax Returns, or will perform the
following Services, as the case may be, provided, however, that Recipient shall (i) make its request to Provider as soon as reasonably practicable but in no event later than sixty (60) days after the Separation Date and (ii) provide Provider
with all information necessary to properly prepare such Tax Returns or perform such Services in a timely manner:
	    	Thailand

  

 93 









					
	 Service
	  	 Description
	    	 Countries

		  	 •        Preparation of all corporate income Tax Returns
(including Tax Returns filed at the federal, regional and/or local level) for any taxable period ending on or before the Separation Date, and for any taxable period ending after the Separation Date for so long as this Agreement shall remain in
effect.
  
 •        Preparation of required extension requests for corporate income Taxes for the taxable period ending on the Separation Date, and for any taxable period ending after the Separation Date
for so long as this Agreement shall remain in effect.
  
 •        Assistance with the computation of all required estimated corporate income Tax payments for the portion of the Straddle Period beginning on the day after the Separation Date.

 
 Recipient will be responsible for executing all Tax Returns.
	    	
			
	Worldwide Tax Services	  	Provider will support worldwide Tax services including VAT.	    	Thailand
			
	Accounts payable related tax reporting (i.e., 1099s, 480s)	  	Provider will support accounts payable related tax reporting (i.e., 1099s, 480s).	    	Thailand
			
	VAT, Sales and Use Tax Preparation	  	Provider will support tax preparation solely to the extent related to VAT, sales and use Taxes.	    	Thailand
			
	Tax Provision and Reporting	  	Preparation and submission of all materials at the State, Federal and International
(ex-US) levels required for the quarterly income Tax provision to ensure compliance under FAS 109, FAS 5,
FAS 123R and FIN 48, and all amendments or changes thereto.	    	Thailand
			
	Tax Audit support	  	Provider will perform all income Tax audit support and management functions for Recipient.	    	Thailand
			
	VAT, Sales and Use tax audit support	  	Provider will perform all VAT, Sales and Use tax and similar (indirect tax) audit support and management functions for Recipient.	    	Thailand

  

 94 








 Cost 
 Cost of
Services shall be charged each month at a fixed amount of THB 232,989. 
 Term 
 The minimum term applicable to all Tax Services provided under this Schedule shall be not less than such period as BMS owns not less than 80% of all classes of MJN stock outstanding as measured by both vote and value.

 Recipient: BMS 
 Provider: MJN
 
 Point of Contact, Recipient: Kimberley Andrews 
 Point of Contact, Provider: Monapha Kongmunwatana 
 Payment Terms: All payments due within thirty (30) days of
receipt of invoice by Recipient. 
  

 95 








 SCHEDULE 7 
 TREASURY SERVICES PROVIDED BY BMS 
 Services Summary Description 
 Provider shall provide the treasury Services described below, subject to the terms and conditions of this Agreement (including Section 2 hereof). Such Services shall
be provided in a manner consistent with the scope of Provider’s operating procedures and configuration of software systems as of the Separation Date. 
 Services 
 Domestic Cash Management: 
  

					
	 Service
	  	 Description
	    	 Countries

	Domestic Cash Management	  	 The treasury Services that Provider will provide are as follows:
  
 Bank Activity Reporting
  
 •     Collect Recipient’s actual bank balance and transaction activity on behalf of Recipient

  
 •     Record
Recipient’s daily cash activity in Treasury system prior to interface to general ledger (SAP)
  
 •     Report cash activity in e-Treasury for companywide access
  
 •     Investigate and rectify
lack of proper reporting with Recipient’s banks
  
 •     Utilize existing Provider relationship bank systems for bank collection process.
  
 •     Manage contingency reporting plans for Recipient when bank systems fail.
  
 •     Train Recipient staff

	    	USA, Canada, Puerto Rico
			
	Domestic Cash Management	  	 Daily Cash Positioning
  
 •     Concentrate all cash activity at newly formed Recipient company bank account
  
 •     Process all wire
transfers to Recipient’s bank account from collection banks
	    	USA, Canada (Puerto Rico to maintain intercompany balances)
			
	Domestic Cash Management	  	 •     Collect Accounts Payable information from FSS to include in position as
available
  
 •     Determine and report Recipient’s cash position and determine settlement of investments based on expected Recipient cash requirements.
  
 •     Provider performs
“back office” confirmation processes for Recipient.
	    	USA

  

 96 









					
	 Service
	  	 Description
	    	 Countries

		  	 •     Obtain daylight overdraft credit lines, when necessary.
  
 •     Perform end of day
reconciliation for Recipient activity.
  
 •     Maintain I/C balances between Recipient PR
  
 •     Train Recipient staff.
	    	
			
		  	 Treasury Payments
  
 •     Provider will use Recipient DOA and existing processes to govern all payments processed by
Provider Treasury and outside of SAP’s normal payable channels.
  
 •     Recipient to adopt Provider Treasury internal control policies. Provider to notify Recipient of any changes to policies within one week of change.
  
 •     Adherence to
Provider’s internal controls for all payments processed by Treasury. Provider will notify Recipient in advance of changes. Recipient shall adopt internal controls for payments processed by Treasury consistent with those of the
provider.
  
 •     Calculate and settle bank fee reimbursements, credit facility fees, inter-company and third party debt interest payments, interest rate swaps and bank administrative fees related to financing.

 
 •     Settle foreign
exchange and investment position placements with banks
  
 •     Settle inter-company dividend payments to Provider.
  
 •     Settle shareholder payments with transfer agent.
  
 •     Train Recipient staff

	    	USA
			
	Domestic Cash Management	  	 Accounts Payable
  
 •     Provider Financial Shared Services (FSS) will continue to process accounts payable on
Provider bank accounts until technical work required is performed for a full migration of payables to Bank of America.
  
 •     FSS will provide accounts payable balances, including netting to Provider Treasury for weekly
settlements between two companies.
	    	USA

  

 97 









					
	 Service
	  	 Description
	    	 Countries

		  	 •     FSS will process payroll settlements with ADP from Provider bank
accounts and will include amount in report to Treasury.
  
 •     Provider Treasury will settle the inter-company accounts payable balance from Recipient banks accounts.
	    	
			
		  	 Bank Account Governance
  
 •     Maintain an efficient bank network with banks and recommend banking solutions based on
service needs. 
  
 •     Project manage all bank services implementations, including the opening and closing of bank accounts and selection of Recipient’s banks.
  
 •     Manage all bank fee
negotiations with banks related to cash management solutions
  
 •     Manage the opening and closing of bank accounts in accordance with Provider & Recipient Treasury signatory requirements.
  
 •     Implement necessary
banking services to minimize the ability of bank account fraud
  
 •     Maintain authorized signatory lists for Recipient. Provider & Recipient Treasury and Recipient to be bank account signatories on all Recipient bank accounts.
	    	USA
			
	Domestic Cash Management	  	 •     Perform account analysis high level review and report Recipient bank
services fees for intercompany settlement.
  
 •     Calculate accounts payable related fees for settlement with Provider, until separate accounts payable accounts are used for Recipient.
  
 •     Perform audit
confirmations for external auditors requests.
  
 •     Perform annual relationship reviews with Recipient banks.
  
 •     Train Recipient staff.
	    	USA
			
		  	 Technology
  
 •     Maintain security administration function for all Recipient bank system users under the
Provider access profile.
  
 •     Maintain security administration function for Treasury system users.
	    	USA

  

 98 









					
	 Service
	  	 Description
	    	 Countries

		  	 •     Perform user access reviews for all Recipient users as part of the
Provider access reviews.
  
 •     Assign proper segregation of duties access and necessary access controls for Recipient staff.
	    	
			
		  	 Budgets & Forecasts
  
 Maintenance of a separate Recipient R & D consolidated forecast. Recipient is responsible for continuing to provide Provider with receipts and disbursement cash
projections (to include payables).
	    	USA

  

 99 









					
	 Service
	  	 Description
	    	 Countries

	Domestic and International Pension:	  	 U.S. DEFINED BENEFIT PENSION PLAN
  
 The treasury Services that Provider will provide are as follows:
  
 While it is the intent to broadly outsource investment management and day to day plan administration functions where practical, Provider will continue to provide
Recipient with overall advisory, general oversight, and strategic support services on an ongoing or as needed basis post-IPO
  
 Investment Management
  
 •     Investment management responsibilities for the DB plan will be outsourced, and will be part
of a separate contract agreement with a third-party provider yet to be identified.
  
 •     Provider to facilitate transition to third party investment advisors.
  
 •     Third party to perform
Asset/Liability study, set optimal asset allocation mix, perform manager searches, monitor performance, etc.
  
 •     Third party to provide “Form 5500 Ready” services for IRS tax filing
  
 •     Third party to perform
weekly disbursements (benefit payments) to plan administrator (Fidelity)
  
 •     Third party to update plan fiduciaries on performance.
  
 •     Recipient owns SOX controls associated with outsourced activities.
  
 Interaction with Actuaries
  
 •     Provider to facilitate
actuarial activities with Recipient input. Actuaries to be appointed by Recipient with recommendations from Provider.
  
 Annual Valuation
  
 •     Provider to provide support for initial valuation work required at time of spin, and going forward Provider to provide general oversight role with Recipient owning the process.
	    	USA

  

 100 









					
	 Service
	  	 Description
	    	 Countries

		  	 U.S. DEFINED CONTRIBUTION DC PLAN (401K)
  
 FAS 87 Expense Determination/Year-end Disclosures
  
 •        Provider provides general oversight role with Recipient owning process.

  
 Budget/Projection/Actual Reporting
  
 •        Provider provides general oversight role with Recipient owning process.
  
 Plan Accounting
  
 •        Recipient/FSS own all aspects of pension accounting, financial statements
and disclosures for 2009. Provider/CFR shall support all aspects of pension accounting and disclosures for 2009 financial statements and shall provide knowledge transfer to support Recipient’s 2009 requirements.
	    	
			
		  	 Investment Management
  
 •        Investment management responsibilities outsourced to third party (leverage
activities on DB side).
  
 •        Third party responsible for manager searches, performance updates, etc.
  
 •        Third party to coordinate weekly funding activities with record keeper
(company/employee match).
  
 •        Plan accounting including 11 K filing to be completed by Recipient/Trustee/FSS.
  
 •        Third party to provide plan performance update to Recipient
Fiduciary.
	    	
			
		  	 OTHER POST EMPLOYMENT BENEFITS
  
 FAS 106/112 (OPEB – Other Post Employment Benefits)
  
 •        Recipient to appoint actuary, and Provider to facilitate actuarial
activities with Recipient input.
  
 •        Recipient to coordinate data gathering activities related to annual expense valuations (census, premium rates, employee contributions, etc.)
	    	

  

 101 









					
	 Service
	  	 Description
	    	 Countries

		  	 INTERNATIONAL PENSION PLANS (5 DB; 13 DC)
  
 •        Recipient/FSS own FAS 106/112 expense determination, accounting, and
reporting (including year end disclosures, with Provider providing general oversight role).
  
 •        Recipient owns budgeting/projection process, with Provider providing
general oversight role.
  
 •        Recipient responsible for identifying and implementing SOX controls.
	    	  
 Worldwide

			
	  
 Domestic and International Pension
	  	 MISCELLANEOUS
  
 Investment Management
  
 •        Oversight of investment management arrangements to be outsourced to a
global consultant.
  
 •        Consultant to establish policy objectives and guidelines as determined by Recipient Fiduciary.
  
 •        Global consultant to provide oversight of investment strategies, asset
allocation mix, perform manager searches, etc.
	    	
			
	Domestic and International Pension	  	 •        Global consultant to provide plan performance updates
to Recipient Fiduciary.
  
 •        Provider to facilitate outsourcing to global consultant, and once established, minimal Provider involvement required.
	    	
			
		  	 Interaction with Actuaries
  
 •        Provider to facilitate actuarial activities with Recipient input. Actuaries
to be appointed by Recipient. Recommend US-based global consultant be appointed.
  
 Annual Valuation
  
 •        Provider to provide support for initial valuation work required at time of spin, and going forward Provider to provide general oversight role with Recipient owning the
process.
  
 FAS Expense Determination and Year-end Disclosures
  
 •        Provider provides general oversight role with Recipient owning process.
	    	

  

 102 









					
	 Service
	  	 Description
	    	 Countries

		  	 Budget/Projection/Actual Reporting
  
 •        Provider provides general oversight role and Recipient local finance
directors own the process.
  
 •     Local finance directors’s to set FAS expense budgets (5 DB plans) taking input from actuaries as needed.
  
 •        Local Recipient finance directors take ownership of analysis of financial
impact on any plan amendments.
  
 •        Expense and funding impact of proposed design changes should be quantified and evaluated for decision-making purposes.
	    	
			
	Domestic and International Pension	  	 Plan Accounting
  
 •        Recipient/FSS own all aspects of pension accounting. Financial Statements,
disclosures, etc.
	    	
			
		  	 SOX Controls
  
 •        Recipient responsible for identifying and implementing SOX
controls.
	    	

  

 103 








 International Treasury 
  

					
	 Service
	  	 Description
	    	 Legal Entities

	International Treasury	  		    	
			
		  	 The treasury Services that Provider will provide are as follows:
  
 •        In addition to this Agreement, a responsibility grid is in development to
identify the matrix of International Treasury process ownership.
	    	
			
		  	 Outsourcing
  
 •        Provider may seek a third party to enter into an agreement to outsource
International Treasury processes for both the European Treasury Centre (ETC) and Asia Pacific Treasury (APT) operations during 2009.
  
 •        Recipient will be included within the scope of any outsourcing agreement
while Provider continues to maintain majority ownership and control.
  
 •        Any outsourcing agreement would be structured to allow for a full divestiture (or loss of majority control) of Recipient as follows: 
  
 In the event that Provider divests a part of its business which received the
benefit of the outsourced Treasury Services prior to the divestiture, the third party will continue to provide the Treasury Services to such divested business, at Provider’s request, which shall not be withheld unreasonably, for the remainder
of the term of the outsourcing agreement or 12 months, which ever is longer.
  
 •        The intent will be for any outsourcing service provider to act as an
extension of the Provider’s Treasury team in the provision of Services to Recipient.
  
 •        A high level summary of treasury Services potentially covered within any
outsourcing arrangement include:
  
 •     Access to daily bank balances
  
 •     Cash management
  
 •     Cash forecasting
  
 •     Cash and currency
position determination
	    	All non-U.S.

  

 104 









					
	 Service
	  	 Description
	    	 Legal Entities

	International Treasury	  		    	
			
		  	 •     Deal determination and execution
  
 •     Intercompany netting

  
 •     Transaction confirmation and settlement
  
 •     Exception reporting and query resolution
  
 •     Intercompany revolving
and fixed loan activities
  
 •     Bank account reconciliations
  
 •     Production of accounting records in accordance with US GAAP
	    	
			
		  	 •        Provider will maintain and control the relationship with and governance of any
outsourcing service provider
	    	
			
		  	 Banking governance and BIS
  
 •        Provider’s and Recipient’s Treasury will maintain one A and one B
signature on all accounts.
  
 •        Provide access to the Provider Bank Information System (BIS) for Recipient entities and accounts, for Recipient staff to submit data.
  
 •        Perform required system maintenance and administration.
  
 •        Add Recipient approvers to system for Recipient accounts.
	    	All non-U.S.
			
		  	 •        Provide Recipient approvers with admin level access
for reporting purposes.
  
 •        Train Recipient Treasury staff.
	    	
			
		  	 Inter-company Netting
  
 •        Include Recipient entities in the Provider’s intercompany netting
system where permitted by local market banking regulations.
  
 •        Provide Recipient staff with access to netting system.
  
 •        Provide Recipient staff with detailed netting calendar of
events.
	    	All including U.S.
			
		  	 Coordinate trades and communicate foreign exchange rates to enable settlement.
  
 Train Recipient staff
	    	

  

 105 









					
	 Service
	  	 Description
	    	 Legal Entities

	International Treasury	  		    	
			
		  	 Third Party Funding
  
 •        Funding (defined as: third party debt, local market facilities, letters of
guarantee, comfort letters, intercompany loans, capitalizations)
  
 •     Thresholds for third party debt amounts that can be borrowed will be governed by Provider and Recipient Board of Directors and subject to Delegation of Authority.
  
 •        Train
Recipient’s Treasury on Provider’s procedures and systems.
  
 •        Provide Recipient’s Treasury with examples of credit risk calculation spreadsheets, loan checklists and documents, comfort letters and guarantees, funds
flows, and capitalization memos.
	    	All non-U.S.
			
		  	 •        Add Recipient entities and Recipient’s Treasury access to Provider’s Loans
& Investment system to track, by counterparty, outstanding 3rd party debt, outstanding contingent liabilities, and available
facilities.
	    	
			
		  	 •        Establish lines of credit from BMSIC for
Euro markets as required.
  
 •     Provide ability to fund or sweep cash.
  
 •     Provide Recipient entities and staff access to e-Treasury
	    	EUR denominated markets, as required
	  	    
			
		  	 Foreign Exchange Spot Trading
  
 •        Execute foreign exchange spot trades to support 3rd party or inter-company payments including dividends or inter-company financing transactions via the Provider’s European Treasury Center on same terms as
for Provider entities
  
 •        Train Recipient staff
	    	All including U.S.

  

 106 









					
	 Service
	  	 Description
	    	 Legal Entities

	International Treasury	  		    	
			
		  	 Repatriation planning and strategy; cash flow and portfolio forecasting
  
 •        Access
to all Provider tools and Corporate Treasury reporting systems including Receipts & Disbursements, Loans & Investments, and future Hyperion balance sheet projection tools.
  
 •        Examples of Provider forecasting model and funds flows
  
 •        Train Recipient Treasury Staff
	    	All non-U.S.
			
		  	 Europe cash pooling
  
 •        Full participation in Provider ETC/Citibank cash pool for MJN Nijmegen to
be maintained.
  
 •        Cash pooling for other European markets only if required.
  
 •        Accounts are zero-balanced daily, with cash transferred to or from BMSIC.

  
 •        Cash balances with BMSIC are interest bearing at standard Provider inter-company rates
  
 •        BMSIC will provide MJN BV (Nijmegen) funding as required for the MJN
European operations.
  
 •        Threshold for intercompany lending will be subject to Provider Board of Directors and Delegation of Authority.
  
 •        MJN BV
(Nijmegen) to be covered by BMSIC pool cross guarantees.
	    	Recipient BV (Nijmegen only)
			
		  	 Cash Management – General
  
 •        No active cash management beyond MJN BV (Nijmegen) by Provider’s
Treasury.
  
 •        Where applicable to be covered by Schedule 1 to this Agreement.
	    	All non-U.S.
			
		  	 Asia Interest Optimization
  
 •        Current agreement with Citibank for Asian markets to be extended to
Recipient.
	    	Asia

  

 107 








 Capital Markets 
  

					
	 Service
	  	 Description
	    	 Countries

	Capital Markets	  	 The treasury Services that Provider will provide are as follows:
  
 Domestic Cash Investment and Commercial Paper Issuance
  
 •        Provider to execute in accordance with cash investment policy and provide
international oversight.
  
 Hedging/Derivatives (foreign exchange, commodity, interest
rate)
  
 •        Provider to execute based on Recipient’s policy and approval.
  
 Counterparty Exposure
  
 •        Provider to manage overall risk.
  
 FAS Effectiveness Testing
  
 •        Provider performs analysis and offer opinion; provided that Recipient remains accountable.
  
 Recipient is responsible for:
  
 •        Meeting Provider requirements for interest and foreign exchange
projections, budgeting and analysis.
  
 •        Debt covenant compliance.
  
 •        FAS effectiveness testing as supported by CFR.
  
 •        Capitalized interest.
  
 •        Debt analysis.
  
 •        Identifying cash needs and summarizing cash balances.
  
 •        Ad-hoc analysis as requested by Provider.
	    	All including US

  

 108 








 Risk Management 
  

					
	 Service
	  	 Description
	    	 Countries

	Risk Management / Insurance	  	 Post IPO
  
 •        Provide strategic direction and guidance
  
 •        Available to answer general insurance questions
  
 •        Follow-up with insurance brokers for timely issuance of insurance policies.

  
 •        Recipient will assume and handle future risk management activities such as: workers compensation and auto liability claims, product liability claims, underwriting data for subsequent
renewals, coordination with EHS and insurer on loss prevention activities etc.
	    	All including US

 Cost: 
 Cost of Services shall be charged each month at a fixed amount of $217,000. Additionally, Recipient is responsible for all third party costs related to the Recipient’s activity, included but not limited to bank service and system fees,
programming fees, treasury workstation fees, etc. 
 Term: 
 Until the date that is twelve (12) months after the Separation Date. 
 Early Termination of Services: Termination at any time
upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated on a per country basis without all other Services being simultaneously
terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to
Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. 
 Extension of Services: Extension at any time upon sixty (60) days’ prior written notice; provided, however, that the Services set forth in this Schedule may be extended with respect to a particular
country without such Services being extended with respect to any other country. The length of extension must be agreed to by both Recipient and Provider. The party that wishes to extend the Service(s) will be responsible for bearing the cost, unless
otherwise agreed to by the parties. 
  

 109 








 Recipient: MJN 
 Provider: BMS 
 Point of Contact, Recipient: Kevin Wilson 
 Point of Contact, Provider: Jeremy Willoughby 
 Payment
Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

 110 








 SCHEDULE 8 
 HUMAN RESOURCES SERVICES PROVIDED BY BMS 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below. 
 Services 
  

							
	 Service
	  	 Description
	    	 Countries
	    	 Term

	Human Resources Administration (employment related issues)	  	 •        Provider will ensure that the onboarding process for
new employees is in place, including record set-up, initiating the onboarding process, confirming payroll and benefits enrollment, and providing initial orientation and training. Provider will provide authorization and tracking mechanisms for
absence management, absence (including sick absence) authorization and recording, time and attendance tracking, annual leave / annual vacation, maternity and paternity leave, and other paid and unpaid leaves of absence authorization and tracking.
Provider will implement employee termination / transfers, employee relocations and international assignments / transfers. Provider will support the administration of Recipient’s compensation and benefits programs and administration of Recipient
payroll by Recipient’s third-party provider. Provider will update the IDR (International Data Roster) System on behalf of the Recipient through September 2009.
  
 •        Recipient will discontinue use of Provider IT solutions according to
Provider HRSD implementation plan.
	    	Argentina, Brazil, Colombia, Mexico (Mexico City), Venezuela, Australia, India, Taiwan, Belgium, Denmark, France, Ireland, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK, Puerto Rico
(6 months), Canada (until June 30, 2009) Singapore (IDR updates only)	    	 12 months
 (except as set forth in the description or the
Countries column)


  

 111 









							
	 Service
	  	 Description
	    	 Countries
	    	 Term

	Internal HR Communications Support	  	Provider will provide assistance with the translation, printing and distribution of internal HR employee communications, including access to translation service providers, on behalf of
Recipient.	    	Argentina, Brazil, Colombia, Venezuela, Australia, India, Taiwan, Belgium, Denmark, Ireland, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK	    	12 months
				
	Staffing Support	  	 •        Provider will maintain responsibility for recruitment
and selection of applicants, subject to Recipient’s direction, including accessing the applicant tracking system(s), screening/interviewing of candidates, conducting background checks (where possible), and managing the offer and acceptance
process on behalf of the Recipient. Provider will post positions and sourced jobs on behalf of the Recipient. Provider will handle the process of obtaining and verifying employment references from candidates and verifying candidates’ employment
history (where possible). Provider will provide proof of employment for current and former employees (where possible) on behalf of Recipient.
  
 •        Recipient will discontinue use of Provider IT solutions according to
Provider HRSD implementation plan.
	    	Argentina, Brazil, Colombia, Mexico (Mexico City), Venezuela, Australia, India, Taiwan, Belgium, Denmark, France, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK, Canada (Taleo)
(until June 30, 2009), US and Puerto Rico (Background checks and CHS for 6 months).	    	12 months (except as set forth in the Countries column)
				
	Medical Services Administration	  	Provider will provide Occupational Health Services, including nurses where applicable, on behalf of the Recipient.	    	Argentina, Brazil, Colombia, Ecuador, Mexico City, Puerto Rico, Venezuela, Belgium, France, Ireland, Poland, Portugal, Russia, Spain, UK, India, US	    	18 months

  

 112 









							
	 Service
	  	 Description
	    	 Countries
	    	 Term

	Employee Relations	  	 •        Provider will manage and handle, subject to
Recipient’s direction, the employee/industrial relations process, works council process, discipline/employee grievance process and redundancy/severance processes on behalf of the Recipient.
  
 •        Provider will assist in preparing and delivering communications to works councils, where applicable.
  
 •        Provider will provide assistance in the negotiations of the collective
bargaining agreement in Delicias, Mexico for up to a 6 month period.
  
 •        Recipient will discontinue use of Provider IT solutions according to Provider HRSD implementation plan.
	    	Argentina, Brazil, Venezuela, Mexico (Mexico City), Colombia, Australia, India, Taiwan, Belgium, Denmark, France, Ireland, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK, Puerto
Rico, Mexico (Delicias- 6 Months)	    	12 months (except as set forth in the description or in the Countries column)
				
	Payroll Processing	  	Provider will provide all payroll-related activities on behalf of the Recipient.	    	Russia and India	    	December 31, 2009 (Russia), August 31, 2009 (India)
				
	HRIS System	  	 •        Provider will maintain access to and technical support
for local HRIS systems and IDR on behalf of the Recipient.
  
 •        Recipient will discontinue use of Provider IT solutions according to Provider HRSD implementation plan.
	    	Argentina, Brazil, Colombia, Mexico, Peru, Venezuela, Australia, India, Taiwan, Belgium, Denmark, France, Ireland, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK, Canada (until
June 30, 2009), United States (until June 30, 2009)	    	No later than September 30, 2009
				
	HRIS Data Maintenance	  	Provider will maintain Recipient employee data in local BMS HRIS System via manual key and in UK only maintain access to employee/manager self service.	    	Argentina, Brazil, Colombia, Mexico, Peru, Puerto Rico, Venezuela, Australia, India, Taiwan, Belgium,	    	12 months

  

 113 









							
	 Service
	  	 Description
	    	 Countries
	    	 Term

		  		    	Denmark, France, Ireland, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK, Canada and United States	    	
				
	EAP Support	  	Provider will maintain access to Employee Assistance Programs on behalf of the Recipient.	    	Argentina, Brazil, Colombia, Venezuela, Australia, India, Ireland, UK	    	18 months
				
	Disability Management/ Workers Compensation Management	  	Provider will provide disability case management and workers compensation administration services on behalf of the Recipient.	    	Argentina, Brazil, Colombia, Mexico (Mexico City), Venezuela, Australia, India, Taiwan, Belgium, Denmark, France, Ireland, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK	    	18 months
				
	Temporary/Contract Workers	  	Provider will provide full contract/temporary staffing Services, directly or via outsourcing relationships, on behalf of the Recipient.	    	Argentina, Brazil, Colombia, Mexico (Mexico City), Puerto Rico, Venezuela, Australia, India, Taiwan, Belgium, Denmark, France, Ireland, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK
	    	18 months

 Cost 
 Cost of Services shall be charged each month at a fixed amount as follows: 
  

						
	 Local Market (Country)
	  	Foreign
Currency Type	  	TSA Costs (in USD)
	 Argentina
	  	ARS	  	$	4,492
	 Brazil
	  	BRL	  	$	23,116
	 Canada
	  	CAD	  	$	3,950
	 Colombia
	  	COP	  	$	7,500
	 Mexico
	  	MXN	  	$	56,000

  

 114 









						
	 Local Market (Country)
	  	Foreign
Currency Type	  	TSA Costs (in USD)
	Venezuela	  	VEF	  	$	14,820
	Australia	  	AUD	  	$	1,325
	India	  	INR	  	$	7,250
	Taiwan	  	TWD	  	$	15,500
	Belgium	  	EUR	  	$	3,700
	France	  	EUR	  	$	10,700
	Ireland	  	EUR	  	$	227
	Italy	  	EUR	  	$	1,400
	Netherlands	  	EUR	  	$	1,600
	Poland	  	PLN	  	$	7,300
	Portugal	  	EUR	  	$	3,178
	Russia	  	N/A	  	$	227
	Spain	  	EUR	  	$	14,700
	Sweden	  	SEK	  	$	4,000
	United Kingdom	  	GBP	  	$	3,632
	U.S.A.	  	N/A	  	$	11,330
		  		  	 	 
	 Total
	  		  	$	195,947
		  		  	 	 

 Term: 
 See above. 
 Early Termination of Services: Termination at any time upon thirty (30) days’ prior written notice;
provided, however, that the Services set forth in this Schedule may be terminated with respect to a particular country without such Services being terminated with respect to any other country. Notwithstanding the second sentence of
Section 4(b) of the Agreement, individual Services within this Schedule may be terminated on a per country basis without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early
termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) one (1) month after
termination or (ii) the expiration of the Term of this Schedule. 
 Extension of Services: Extension at any time upon sixty
(60) days’ prior written notice; provided, however, that the Services set forth in this Schedule may be extended with respect to a particular country without such Services being extended with respect to any other country. The
length of extension must be agreed to by both Recipient and Provider. The party that wishes to extend the Service(s) will be responsible for bearing the cost, unless otherwise agreed to by the parties. 
 Recipient: MJN 
 Provider: BMS 
  

 115 








 Point of Contact, Recipient: Lynn Clark 
 Point of Contact, Provider: Sandra Holleran 
 Payment Terms: All payments due within thirty
(30) days of receipt of invoice by Recipient. 
  

 116 








 SCHEDULE 9 
 HUMAN RESOURCES SERVICES PROVIDED BY MJN 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below. 
 Services 
  

							
	 Service
	  	 Description
	    	 Countries
	    	 Term

	Human Resources Administration (employment related issues)	  	 Provider will ensure that the onboarding process for new employees is in place, including record set-up, initiating the onboarding process,
confirming payroll and benefits enrollment, and providing initial orientation and training. Provider will provide authorization and tracking mechanisms for absence management, absence (including sick absence) authorization and recording, time and
attendance tracking, annual leave / annual vacation, maternity and paternity leave, and other paid and unpaid leaves of absence authorization and tracking. Provider will implement employee termination / transfers, employee relocations and
international assignments / transfers. Provider will support the administration of Recipient’s compensation and benefits programs and administration of Recipient payroll by Recipient’s third-party provider. Provider will update the IDR
(International Data Roster) System on behalf of the Recipient through September 2009.
  
 Provider will discontinue use of Recipient IT solutions according to Recipient HRSD implementation plan.
	    	Peru, Hong Kong, Philippines, Thailand (18 months), Singapore (for select services not to include IDR), Vietnam (2 months)	    	12 months (except as set forth in the Description or the Countries column)

  

 117 









							
	 Service
	  	 Description
	    	 Countries
	    	 Term

	Internal HR Communications Support	  	Provider will provide assistance with the translation, printing and distribution of internal HR employee communications, including access to translation service providers, on behalf of
Recipient.	    	Peru, Hong Kong, Philippines (6 months), Thailand (18 months), Vietnam (2 months)	    	12 months (except as set forth in the Countries column)
				
	Staffing Support	  	Provider will provide maintain responsibility for recruitment and selection of applicants, including accessing the applicant tracking system(s) and Deploy, screening/interviewing of candidates,
conducting background checks (where possible), and managing the offer and acceptance process on behalf of the Recipient. Provider will post positions and sourced jobs on behalf of the Recipient. Provider will handle the process of obtaining and
verifying employment references from candidates and verifying candidates’ employment history (where possible). Provider will provide proof of employment for current and former employees (where possible) on behalf of Recipient.	    	Peru, Hong Kong, Thailand	    	12 months
				
	Medical Service Administration	  	Provider will provide Occupational Health Services, including nurses where applicable, on behalf of the Recipient.	    	Peru, China (Guangzhou), Philippines, Singapore, Thailand, Nijmegan, Delicias, U.S.	    	 18 months
 (3 years for U.S.,
 12 months for Philippines)

				
	HRIS System	  	Provider will maintain access to and technical support for local HRIS systems and IDR on behalf of the Recipient.	    	Philippines, Hong Kong (9 months), Thailand (9 months), Vietnam	    	6 months (except as set forth in the Countries column)

  

 118 









							
	 Service
	  	 Description
	    	 Countries
	    	 Term

	HRIS Data Maintenance	  	 •        Provider will maintain recipient employee data in
local HRIS System via manual key and/or maintain access to employee/manager self service.
  
 •        MJN will discontinue use of Provider IT solutions according to Provider
HRSD implementation plan.
	    	Philippines (6 months), Hong Kong, Thailand, Vietnam
(2 months)	    	9 months (except as set forth in the Countries column)
				
	Employee Relations	  	Provider will manage and handle, subject to the Recipient’s direction, the employee/industrial relations process, works council process, discipline/employee grievance process and
redundancy/severance processes on behalf of the Recipient.	    	Peru, Philippines (6 months), Hong Kong (12 months), Thailand, Vietnam (2 months)	    	18 months (except as set forth in the Countries column)
				
	Disability Management/ Workers Compensation Management	  	Provider will provide disability case management and workers compensation administration Services on behalf of the Recipient.	    	Peru, Philippines (6 months), Thailand, Vietnam (2 months)	    	18 months (except as set forth in the Countries column)
				
	Temporary/Contract Workers	  	Provider will provide full contract/temporary staffing Services, directly or via outsourcing relationships, on behalf of the Recipient.	    	Peru, Philippines (12 months), Hong Kong (12 months), Thailand	    	 18 months
 (except as set forth in the Countries column)



 Cost 
 Cost of Services shall be charged each month at a fixed amount as follows: 
  

						
	 Local Market (Country)
	  	Foreign
Currency Type	  	TSA Costs (in USD)
	 Peru
	  	PEN	  	$	7,280
	 Hong Kong
	  	HKD	  	$	3,670
	 Singapore
	  	N/A	  	$	2,250
	 Thailand
	  	THB	  	$	29,080
	 Total
	  		  	$	42,280

 Term: 
 See above. 
  

 119 








 Early Termination of Services: Termination at any time upon thirty (30) days’ prior written
notice; provided, however, that the Services set forth in this Schedule may be terminated with respect to a particular country without such Services being terminated with respect to any other country. Notwithstanding the second
sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated on a per country basis without all other Services being simultaneously terminated. Following the written notice period and coinciding with the
early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) one (1) month after
termination or (ii) the expiration of the Term of this Schedule. 
 Extension of Services: Extension at any time upon sixty
(60) days’ prior written notice; provided, however, that the Services set forth in this Schedule may be extended with respect to a particular country without such Services being extended with respect to any other country. The
length of extension must be agreed to by both Recipient and Provider. The party that wishes to extend the Services(s) will be responsible for bearing the cost, unless otherwise agreed to by the parties. 
 Recipient: BMS  
 Provider: MJN
 
 Point of Contact, Recipient: Sandra Holleran 
 Point of Contact, Provider: Lynn Clark 
 Payment Terms: All payments due within thirty
(30) days of receipt of invoice by Recipient. 
  

 120 








 SCHEDULE 10 
 HUMAN RESOURCES SERVICES (CORPORATE) 
 PROVIDED BY BMS 
 Services Summary Description 
 Subject to the terms and
conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below. 
 Human Resources Services (Corporate)
include any Services provided by country level HR resources at the direction of Corporate HR. 
 Services 
  

							
	 Service
	  	 Description
	    	 Countries
	    	 Term

	Learning Administration	  	Provide Plateau Training Management Support Services utilizing the Plateau Enterprise Learning Management System (ELMS). Provider Services are to include Recipient administrator access and
Recipient administrator support for the Plateau training management system, which consists of student record and course maintenance, standard reporting and student enrollment services for US locations and students. Recipient Services include support
for or access to the Plateau Student Access Module (Web interface for Plateau). Provider will not host newly developed courses and will not assist with integrating newly developed content into Plateau. Help Desk support for a Recipient administrator
is available, if needed. Provider access is restricted to designated Recipient administrators and governed by Provider security guidelines. Services will be provided on a usage basis, up to the monthly amount of $12,500. Recipient usage above that
amount will result in additional charges to the Recipient.	    	 Worldwide
 (excluding Hong Kong and Taiwan)
 (Note: Materials are English only)
	    	Until 7/1/2009
				
	Special Learning - Course Development	  	Provider will develop online learning courses that will be integrated with Plateau on behalf of the Recipient following a detailed design document provided by a Recipient learning professional.
Translations would be	    	Worldwide	    	18 months

  

 121 









							
	 Service
	  	 Description
	    	 Countries
	    	 Term

		  	the responsibility of the recipient. Services will be provided on a usage basis, up to the monthly amount of $8,333. Recipient usage above that amount will result in additional charges to the
Recipient.	    		    	
				
	Enterprise-Wide Online Curriculum for Provider Policy and Procedures	  	Provider will make the Provider Corporate Enterprise-Wide Online Curriculum (including Compliance Training) that Recipient wants to adopt available/accessible to Recipient employees. Provider
will translate the Curriculum into the typical sponsored languages used today, and Recipient will accept the languages translated by Provider.	    	Worldwide	    	18 months
				
	Existing Online Courseware for Functional Curriculum	  	Provider will make the existing Provider Online Courseware for Functional Curriculum available/accessible to Recipient employees. Provider will translate the Curriculum into the typical
sponsored languages used today, and Recipient will accept the languages translated by Provider.	    	 Worldwide
 (excluding Hong Kong and
Philippines)
	    	18 months
				
	Existing Classroom Courses for Functional Curriculum	  	Provider will make the existing Provider Classroom Courses for Functional Curriculum available/accessible to recipient employees. Provider will translate the Curriculum into the typical
sponsored languages used today, and Recipient will accept the languages translated by Provider.	    	 Worldwide
 (excluding Hong Kong)
	    	18 months
				
	Leadership Development and Management Curriculum	  	Provider will make the Leadership Development and Management Curriculum (including Skillsoft and eCornell in languages translated by Provider) available/accessible to Recipient employees.
Provider will work to develop annual learning plan based on Recipient consumption guidelines. Recipient employees will be included in Provider transitions training. Services will be provided on a usage basis, up to the monthly amount of $12,500.
Recipient usage above that amount will result in additional charges to the Recipient.	    	 Worldwide
 (excluding Hong Kong and
Taiwan)
	    	18 months

  

 122 









							
	 Service
	  	 Description
	    	 Countries
	    	 Term

	Domestic Relocation Services	  	Provider will provide full scope of relocation services, including: policy administration and counseling per the Provider standard relocation programs and policies, distribution of relocation
materials, use of relocation service providers, home sale and home purchase services, expense administration and reporting, household goods moves and claims. Full decision-making responsibility will rest with the Provider Relocation Services
Department, including but not limited to: approval of normal and customary relocation expenses, decision on the sale of inventory homes, exception requests per the Provider Exceptions Procedure. Recipient will provide Provider with a legal written
document confirming this arrangement. Standard financial reports such as the Cartus-generated monthly All Cost Report will be provided to Recipient. All relocation expenses will be reimbursed and tracked according to Provider’s established
relocation policies by Cartus. For special circumstances, such as group moves, where an on-site presentation is requested by Recipient, Recipient will be fully responsible for the cost of travel and lodging for employee(s) of the Relocation Services
Dept. For inpats and expats, Provider Relocation will provide the normal and customary Services per the benefits detailed in the employee’s assignment letter. The assignment letter will be prepared by the Recipient-designated provider and sent
to the Relocation Services Dept for administration. Recipient will be responsible for collection of monies owed for employees terminating before their two-year commitment. A spreadsheet will be provided to the designated Recipient person with
details of what has been incurred and what is owed. For tax gross-up	    	U.S., Puerto Rico	    	6 months

  

 123 









							
	 Service
	  	 Description
	    	 Countries
	    	 Term

		  	appeals, the designated Recipient Payroll provider will review the employee’s documents to determine if additional gross-up is needed, and will authorize the Provider Relocation Services
Dept if additional payment is needed.	    		    	
				
	Ex-pats/Inpat Services	  	Provider will process and support employees on international assignments including assignment letters, maintenance of the employee balance sheet, relocation services, allowances and assistance,
tax equalization and tax preparation services on behalf of the Recipient.	    	Worldwide	    	6 months
				
	HR Operations Support	  	 •        Provider will provide HR Operations Support on behalf
of Recipient until such time as Recipient has moved to standalone HR service delivery.
  
 •        Recipient will discontinue use of Provider IT solutions according to
Provider HRSD implementation plan.
	    	Worldwide	    	18 months
				
	Performance Management	  	Provider will maintain the performance management online tools and materials on behalf of the Recipient, including access to Performance Connections application for D6+.	    	Worldwide	    	Until 12/31/09
				
	Exit Survey Data	  	Provider will provide access to Exit Survey data, including updates, on behalf of Recipient.	    	US	    	Until 12/31/09
				
	Position Profiles	  	Provider will provide access to global position profiles, including updates, to the Recipient	    	Worldwide	    	Until 12/31/09
				
	HR Shared Drives for OD and Web Sites for OD and Diversity	  	Provider will provide access to the Organizational Development Shared Drive and Diversity Community Web Sites.	    	 Worldwide
 (excluding Malaysia and
Singapore)
	    	6 months
				
	Employee Relations	  	Provider will manage investigations and Tier 3 escalations on behalf of the Recipient in the United States.	    	United States	    	18 months
				
	Medical Service Supervision	  	Provider will provide Occupational Health Services supervision, including supervision of nurses and fitness	    	United States, Mexico (Mexico City and	    	18 months

  

 124 









							
	 Service
	  	 Description
	    	 Countries
	    	 Term

		  	center staff, strategy on workplace violence, substance abuse prevention, and medical consultation, including but not limited to disability management, workers’ compensation and travel
health, on behalf of the Recipient.	    	Delicias), Nijmegan, Philippines, Thailand, China (Guangzhou)	    	
				
	Equity Compensation Administration	  	 BMS Corporate Legal Operations will administer the Equity Compensation Plans for Recipient.
  
 Administration will include the following:
  
 •        Negotiate and manage outsource relationship with third-party provider, Smith Barney
  
 •        Implementation of the Recipient plans within the Smith Barney
database
  
 •        Facilitate the design and testing of the many interfaces required by Smith Barney which contains both employee indicative data and grant/award data
  
 •        Oversee the daily transmissions of all equity plan data
  
 •        Processing of all grants/awards both on a monthly and annual
basis
  
 •        Distribution of grant agreements
  
 •        Processing of all exercise/vesting transactions
  
 •        Preparation of all related accounting, payroll, and tax reports
  
 •        Processing of dividend payments relating to unvested restricted stock
reports
  
 •        Oversee the processing of the FAS123R reports needed for Recipient’s footnote disclosures
  
 •        Answer employee questions and resolve problems regarding Recipient equity
awards
	    	Worldwide	    	12 months

  

 125 









							
	 Service
	  	 Description
	    	 Countries
	    	 Term

		  	 •        Monitor Insider Activity/manage Section 16
compliance program in conjunction with Legal
  
 Preparation of data and reports regarding
executive compensation for inclusion in proxy statement and annual report
	    		    	

 Cost 
 Cost of Services shall be (i) a one-time fee of $12,000 for the transfer of Performance Connection’s historical data and (ii) charged each month at a fixed amount of $86,685. 
 Term: 
 See above. 
 Early Termination of Services: Termination at any time upon thirty (30) days’ prior written notice; provided, however, that the
Services set forth in this Schedule may be terminated with respect to a particular country without such Services being terminated with respect to any other country. Notwithstanding the second sentence of Section 4(b) of the Agreement,
individual Services within this Schedule may be terminated on a per country basis without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any
Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) one (1) month after termination or (ii) the expiration of
the Term of this Schedule. 
 Extension of Services: Extension at any time upon sixty (60) days’ prior written notice;
provided, however, that the Services set forth in this Schedule may be extended with respect to a particular country without such Services being extended with respect to any other country. The length of extension must be agreed to by
both Recipient and Provider. The party that wishes to extend the Services(s) will be responsible for bearing the cost, unless otherwise agreed to by the parties. 
 Recipient: MJN 
 Provider: BMS 
 Point of Contact, Recipient: Lynn Clark 
 Point of Contact, Provider: Sandra Holleran 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

 126 








 SCHEDULE 11 
 COMPLIANCE SERVICES PROVIDED BY BMS 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below. 
 Services 
  

					
	 Services
	  	 Description
	    	 Countries

	Provider Policies and Procedures Repository	  	 •        Web access to Provider Policies and Procedures (PnP)
portal
  
 •        Ability to add, change, delete Recipient specific documents on portal as needed
  
 NOTE: Included in Schedule 3, Information Technology Services.
	    	Global Access / All Recipient countries
			
	Records Management	  	Where records are stored jointly and storage services were provided by a Provider host, and contract and records cannot be separated, former host will continue to provide those
services.	    	All Recipient countries which were previously hosted by Provider: Puerto Rico, Mexico, Brazil, Colombia, Ecuador, Venezuela, Argentina, Spain, Portugal, France, Belgium, Italy, Poland, Sweden,
Denmark, Norway, UK, Ireland, Netherlands, Russia, Singapore, Taiwan, China, India, Australia
			
	Provider Records Mgt System	  	 •        Access to Records Management System (RMS) (NOTE:
Included in Schedule 3, Information Technology Services)
  
 •        Access to Records Management Web Page (NOTE: Included in Schedule 3, Information Technology Services)
  
 •        Link
to Record Retention Schedules
  
 •        Link to Legal Hold Notices (MJN Only)
  
 A separate section for Recipient will be added to the Community so they can only see their respective retention schedules.
	    	Global Access / All Recipient Countries

  

 127 









					
	 Services
	  	 Description
	    	 Countries

	Provider Records Mgt System & Process Support	  	 RMS System Operation
  
 •        Quality control check over data entered into the RMS for new
boxes
  
 •        Contact with Kinder for requests through the RMS for document storage, retrieval and return
  
 •        Follow up with users for boxes retrieved from Kinder and outstanding over
specified period
  
 Records Management Helpline
  
 •        User
questions on the Records Management System
  
 •        Questions on Records Management process
  
 Other
  
 •        Assistance with locating boxes loaded into the RMS prior to the June 1, 2007 implementation
  
 •        Technical support for the RMS including e-Setup (only with respect to
e-setup questions as they relate to requesting RMS).
	    	US
			
	 Plateau
 (Compliance Training)
	  	 •        Access to utilize Plateau for on-line training and
tracking of training
  
 NOTE: Included in Schedule 3, Information Technology Services.)

	    	Global Access / All Recipient countries
			
	Plateau Administration	  	 •        Entering training statistics into Plateau on Recipient
behalf (e.g., Sales Rep live Compliance training)
  
 •     (approx. 14 events will require assistance for each year of the Agreement)
  
 •        Establishing training requirements within Plateau (e.g., entering required
read and understand training)
  
 •     (approx. 4 events will require assistance for each year of the Agreement)
  
 •        Assistance adapting PowerPoint materials into the required Plateau training
formats & entering that training into Plateau (Breeze presentations)
  
 •        (approx. 1 event will require assistance for each year of the Agreement)
  
 NOTE:
  
 •        Currently, and for the anticipated future, there is no charge for this
service by Provider Global Leaning & Development (GL&D) to Recipient
	    	US

  

 128 









					
	 Services
	  	 Description
	    	 Countries

		  	 Compliance. In 2009, there is the potential for these Services to be outsourced which may affect the costing structure and
this Agreement.
  
 •        Service delivery to Recipient Compliance is assured based on the approximate 2008 full year statistics (as stated above) for required assistance. Efforts by Provider GL&D beyond the
stated need may affect the costing structure and this Schedule.
  
 •        Service delivery currently provided by Provider GL&D may change in the future whereby Recipient would develop the expertise internal to Recipient. Recipient
would thereby incur costs to support that internal function.
	    	

 Cost 
 Cost of Services shall be charged each month at a fixed amount of $4,175. 
 Term: 
 Until the date that is eighteen (18) months after the Separation Date. 
 Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be
terminated on a per country basis without all other services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees
equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: MJN 
 Provider: BMS 
 Point of Contact, Recipient: Jana Pottorff 
 Point of
Contact, Provider: Ed Leskauskas 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

  

 129 








 SCHEDULE 12 
 EHS SERVICES PROVIDED BY BMS 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below. 
 Services 
  

							
	 Services
	  	 Description
	    	 Countries
	    	 Term

	Corporate EHS Audit Process	  	Conduct audits pursuant to existing CEHS auditing plan/schedule.	    	USA, Mexico, China, Netherlands, Thailand, Philippines	    	18 months
				
	Corporate EHS Subject Matter Expertise	  	Provide appropriate EHS subject matter expertise in areas of wastewater, air pollution control, solid waste management, process safety, industrial hygiene, and others as needed.	    	USA, Mexico, China, Netherlands, Thailand, Philippines, Australia,	    	18 months
				
	Transportation (DOT) Support	  	Provide appropriate EHS Support for DOT, as needed.	    	USA	    	18 months
				
	Policies, Directives, Roles and Responsibilities	  	Provide services as needed until Recipient Policies, Directives, and Roles and Responsibilities can be developed.	    	USA, Mexico, China, Netherlands, Thailand, Philippines	    	18 months
				
	Master Services Agreements (annual support)	  	Provide for contracted services to continue until the agreements can be transferred to a new corporate entity.	    	USA, Mexico, China, Netherlands, Thailand, Philippines, Australia,	    	18 months
				
	Master Services Agreements (one-time transition support services)	  	Transition major agreements/contracts from Provider to Recipient (e.g., waste disposal contracts; Professional Service Agreements with major EHS vendors; etc.).	    	USA, Mexico, China, Netherlands, Philippines, Australia,	    	One time within 18 months
				
	Superfund/Remediation Reserve Management	  	Manage Superfund / Remediation Reserve program for Recipient facilities.	    	USA, Mexico, China, Netherlands, Philippines	    	18 months

  

 130 









							
	 Services
	  	 Description
	    	 Countries
	    	 Term

	Regulatory Issues and Permitting	  	Assist in tracking new EHS regulations and permit development and review.	    	USA, Mexico, China, Netherlands, Philippines	    	18 months
				
	Directives, Guides and Tools	  	Provide continuity and transfer of directives, guidance documents, and data management tools, as needed.	    	USA, Mexico, China, Netherlands, Thailand, Philippines	    	18 months
				
	Risk and Insurance Management	  	Provide appropriate EHS subject matter expertise related to FM Global audits.	    	USA, Mexico, China, Netherlands, Thailand, Philippines	    	18 months
				
	ChemTrec spill reporting/response (annual support)	  	Provide Services related to spill response/ChemTrec paging system.	    	USA, Mexico, China, Netherlands	    	18 months
				
	ChemTrec spill reporting/response (one-time transition support services)	  	Provide support for Recipient to enter into a standalone ChemTrec (or similar) spill reporting service agreement.	    	USA, Mexico, China, Netherlands	    	One time within 18 months
				
	EHS Data Management (annual support)	  	 Ensure access to and availability of all EHS data management programs until suitable alternatives can be developed.
  
 •        Operating Results Database
  
 •        MSDS Management System
  
 •        EHS
Trackwise Database
  
 •        EHS Evaluations Trackwise database
  
 •        Government Interactions database
  
 •        48-hour Incident Report database
  
 •        CHWMEG Waste Disposal Audit database
  
 •        Third
Party Manufacturing Evaluation Tracking database
  
 •        EHS Web Site (community)
  
 •        ENHESA tool
  
 •        Plateau Training System (EHS components)
  
 •        PHA Pro
  
 •        Safety
Statistics Database
  
 •        Thermal Hazards Database
  
 •        Dust Hazards Database
	    	USA, Mexico, China, Netherlands, Thailand, Philippines	    	18 months

  

 131 









							
	 Services
	  	 Description
	    	 Countries
	    	 Term

	 EHS Data Management
 (one-time transition support
services)
	  	 Provide support for transition of CEHS IT services to Recipient entity.
  
 •        Includes labor for development and implementation of transition plans
  
 •        Transitioning of PHA Pro
	    	USA, Mexico, China, Netherlands, Thailand, Philippines	    	One time within 18 months

 Cost 
 Cost of Services shall comprise (a) a one-time cost of $70,000 and (b) a charge each month at a fixed amount of $35,100, which includes limited travel-related costs (i.e., two trips; 1 international and 1 domestic; one-week
duration each) incurred in relation to the provision of Corporate EHS Subject Matter Expertise Service. 
 Term: 
 See above. 
 Early Termination of Services: Termination at any
time upon 30 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of this Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated.
Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient
monthly until the earlier of (i) one (1) month after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: MJN 
 Provider: BMS 
 Point of Contact, Recipient: Bill P’Pool 
 Point of Contact, Provider: Susan Voigt 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

 132 








 SCHEDULE 13 
 LEGAL SERVICES PROVIDED BY BMS 
 Services Summary Description 
 Provider shall provide the Services described below. 
 Services

  

							
	 Services
	  	 Description
	    	 Countries
	    	 Term

	External Affairs	  	 Corporate Policy and Government Affairs will provide expertise at the US Federal and US State level with the following;
  
 •        Strategy Development for US Federal and as needed for US State;
  
 •     WIC Policy Initiative to Tighten Eligibility (beginning with Adjunctive
Eligibility);
  
 •     Other Reappropriation Initiatives.
  
 •        Relationship/Alliance Building & Maintenance of Access for US
Federal and US State;
  
 •     Political Contributions;
  
 •     Association Memberships;
  
 •     External Organization Support.
  
 •        Monitoring at the US Federal level through informal networks and publications; and at the US State level through informal networks, publications, associations such as NAAG and
NCSL, and King & Spalding Group.
  
 •        Lobbying at the US Federal and US State level;
  
 •     Provider Employees
  
 •     Provider Retained
Lobbyists
  
 •     Provider Ad-Hoc Contracted Lobbyists
  
 •     Grass Root Knowledge and Capability as needed.
	    	US Federal & US State Levels	    	 12 Months – US Federal
  
 18 Months – US State


  

 133 









							
	 Services
	  	 Description
	    	 Countries
	    	 Term

		  	 •        Required reporting at the US Federal and US State
level;
  
 •     Monitoring of Federal Requirements,
  
 •     Preparation and Submission of Lobbying Reports,
  
 •     Preparation and
Submission of Political Contributions Reports.
	    		    	
				
	Patent Administration Support	  	 Provider Corporate Patent Administration will provide the following;
  

•        Patent Accounts Payable Support (average 2-3 days per month labor) at
$43 per hour. 3 days equals $1032 per month)
  
 Memotech License only (Covered in Schedule
3 of this Agreement) No additional personnel needed to support.
	    	All Countries (China, Indonesia, Hong Kong, Malaysia, Philippines, Singapore, Thailand, Vietnam, India, Taiwan, Australia, Spain, Portugal, France, Belgium, Italy, Poland, Russia,
Sweden, Denmark, Norway, Netherlands, United Kingdom, Ireland, United States, Canada, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Argentina, Mexico, Dominican Republic)	    	12 Months
	BMS Corporate R&D Informatics	  	 BMS Corporate R&D Informatics will provide the following;
  
 •        Patent Searches utilizing several search engines to support Freedom to
Operate Opinions
  
 •        Access to Patent Search Subscription (Covered in Schedule 3 of this Agreement)
	    	    
				
	Corporate Security	  	 Provider Corporate Security will provide Security services utilizing the following programs and services: Investigative, Asset Protection/Security
Consultation, Executive Protection/Special Programs, Due Diligence Inquiries, Confidential Information. These programs, services and associated head counts will be
 provided in the countries indicated;
  
 •        Europe/Middle East/Africa (1-Paris, 1-Latina)
	    	Europe, Middle East, Africa, Asia Pacific, Latin America (Mexico, Central America, South America, Caribbean). US, Puerto Rico and Canada.	    	12 Months

  

 134 









							
	 Services
	  	 Description
	    	 Countries
	    	 Term

		  	 •        Asia Pacific (1-Singapore)
  
 •        Canada
(1-Montreal)
  
 •        Latin America (Mexico, Central America, South America, Caribbean), (7-Mexico City, 1-Buenos Aires, 1-Sao Paulo, 1-Educador, 1-Colombia)
  
 •        Puerto
Rico (1-Manati)
  
 •        US Corporate Security Support (3-New York)
	    		    	
				
	Corporate Secretary Services	  	 Provider Corporate Secretary’s Office will provide the following Services;
  
 •        Assist
with coordinating annual meetings;
  
 •        File required reports with the Secretary of State;
  
 •        File Articles of Incorporation, along with any amendments to the Articles;

  
 •        Prepare and update By-laws;
  
 •        Keep minutes of shareholder and board meetings;
  
 •        Maintain current and shareholder records;
  
 •        Maintain data on directors and officers;
  
 •        Keep
archives of Articles of Incorporation, By-laws, and other basic records;
  
 •        Maintain like records for each subsidiary and affiliates;
  
 •        Provide access to Global Entity Management System (GEMS) formerly Global
Corporate Manager (Covered in Schedule 3 of this Agreement);
  
 •        Support with transfer of documents post IPO.
	    	 All Countries (China,
 Indonesia, Hong Kong, Malaysia,
Philippines, Singapore, Thailand, Vietnam, India, Taiwan, Spain, Portugal, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, United Kingdom, Ireland, United States, Canada, Puerto Rico, Brazil, Colombia, Ecuador,
Venezuela, Peru, Argentina, Mexico, Dominican Republic)
	    	3 months

  

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 Cost 
 Cost of Services shall be charged each month at a fixed amount, which is comprised of the following cost components
as follows:2 
  

						
	 •        External Affairs:
	  		  		
			
	 Local Market (Country)
	  	Foreign
Currency Type	  	TSA Costs (in USD)
	 U.S.A.
	  	N/A	  	$	44,500
	
	 •        Patent Administration Support:

			
	 Local Market (Country)
	  	Foreign
Currency Type	  	TSA Costs (in USD)
	 U.S.A.
	  	N/A	  	$	1,032
	
	 •        R&D Informatics:

			
	 Local Market (Country)
	  	Foreign
Currency Type	  	TSA Costs (in USD)
	 U.S.A.
	  	N/A	  	$	644
	
	 •        Corporate Security:

			
	 Local Market (Country)
	  	Foreign
Currency Type	  	TSA Costs (in USD)
	 Singapore
	  	SGD	  	$	11,944
	 France
	  	EUR	  	$	1,867
	 Italy
	  	EUR	  	$	1,867
	 Argentina
	  	ARS	  	$	3,012
	 Brazil
	  	BRL	  	$	3,012
	 Canada
	  	CAD	  	$	2,686
	 Colombia
	  	COP	  	$	3,012
	 Ecuador
	  	N/A	  	$	3,012
	 Mexico
	  	MXN	  	$	21,081
	 Puerto Rico
	  	N/A	  	$	2,534
	 U.S.A.
	  	N/A	  	$	13,359
		  		  	 	 
	 Total
	  		  	$	67,384
		  		  	 	 
	
	 •        Corporate Secretary:

			
	 Local Market (Country)
	  	Foreign
Currency Type	  	TSA Costs (in USD)
	 U.S.A.
	  	N/A	  	$	12,036

 Term: 
 See above. 
  
  

	 2
	 Note, the cost components no longer add up correctly with new total. 


  

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 Early Termination of Services: Termination at any time upon 90 days’ prior written notice.
Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being terminated; provided that Corporate Secretary Services may be terminated on
a per country basis. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be
charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: MJN 
 Provider: BMS 
 Point of Contact, Recipient:  
 External Affairs – Wendy Thomas 
 Patent Administration Support – Kofi Kwarteng 
 R&D Informatics – Kofi Kwarteng 
 Corporate Security – Art Gann 
 Corporate Secretary – Kristin
Coleman 
 Point of Contact, Provider:  
 External
Affairs – Dick Thompson 
 Patent Administration Support – Lou Willie 
 R&D Informatics – Lou Willie 
 Corporate Security – Marc Geraci /Tom Pickard 
 Corporate Secretary – Katherine Kelly 
 Payment Terms: All
payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 14 
 OTHER CORPORATE SERVICES PROVIDED BY BMS 
 Services Summary Description 
 Provider shall provide the corporate Services described below. 
 Services 
  

					
	 Service
	  	 Description
	    	 Countries

	Fleet Management	  	Fleet services will be provided. Provider will oversee liability insurance, vehicle registration and accident-related matters.	    	United States, Puerto Rico, Canada Colombia, Mexico (Mexico City), Venezuela, India
			
	Fleet Vehicle Leases	  	Provider will provide qualified personnel of Recipient with an appropriate leased vehicle.	    	US, Taiwan, France, UK, Ireland, Netherlands, Sweden, Norway, Denmark, Italy, Spain, Portugal, Poland, Puerto Rico, Canada
			
	BMStudio	  	 Provider will make creative Services available to Recipient. These Services may include account management, web design, content development and print
purchasing.
  
 Services will be classified as shown below and provided on an as requested
basis at the below rates.
  
 •     Tier 1 Original Concept Design
  
 •     Tier 2 Secondary Creative
  
 •     Tier 3 Simple Creative
  
 •     Tier 4
Proofreading/Print Print/Premium Purchasing
	    	United States
			
	GLOBE Marketing Services	  	The GLOBE team will support populating and maintaining the creative asset data on the GLOBE web site, The GLOBE team will provide support and training on the GLOBE creative asset management
application. The GLOBE team will also work with Recipient to capture and update the various usage rights associated with the licensing of photography.	    	United States, Puerto Rico, Canada
			
	Apartment Leases	  	Provider will provide qualified expat personnel of Recipient with an appropriate apartment.	    	Mexico, France, UK

  

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 Cost 
 BMStudio
current pricing for general rate @$81/hr & web design rate @$91/hr; subject to change upon 30 days’ written notice from Provider. 
 Cost of
GLOBE Marketing Services shall be charged each month at a fixed amount of $2,917. 
 Cost of Fleet Management Services shall be charged each month at a fixed
amount of $6,834. 
 Cost of Fleet Vehicle Leases shall be charged each month at actual cost. Pursuant to Section 2(f) of the Agreement, no uplift shall
be charged for this Service. 
 Cost of Apartment Leases shall be charged each month at actual cost. Pursuant to Section 2(f) of the Agreement, no
uplift shall be charged for this Service. 
 Term: 
 Fleet Management: Until the date that is 18 months after the Separation Date. 
 Fleet Vehicle Leases: The Service shall be provided during the
term of the provided vehicle leases, provided that commercially reasonable effort shall be made to avoid entering into or renewing leases which have terms extending beyond thirty-six (36) months after the Separation Date. 
 BMStudio: Until December 31, 2009; provided that the Provider and Recipient will endeavor in good faith to transition this Service by an earlier date.

 GLOBE Marketing Services: Until the date that is 18 months after the Separation Date, Recipient has the right to extend the term with three
(3) months’ prior written notice, up to a maximum of an additional twelve (12) months. 
 Apartment Leases: The Service shall be provided
during the term of the provided apartment leases, provided that commercially reasonable effort shall be made to avoid entering into or renewing leases which have terms extending beyond thirty-six (36) months after the Separation Date.

 Early Termination of Services: Termination at any time upon 90 days’ prior written notice, excluding Fleet Vehicle Leases Services.
Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated on a per country basis without all other Services being terminated. In addition to the Recipient’s ongoing
obligation to pay all lease costs (such as termination fees and/or lease payments) for Apartment Leases or Fleet Vehicle Leases Services, upon the early termination of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the
monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. 
  

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 Recipient: MJN 
 Provider: BMS 
 Point of Contact, Recipient: 
  

			
	 Service(s)
	  	 Contact Person

	 BMStudio, GLOBE Marketing Services
	  	Nicky Tesh
		
	 Fleet Vehicle Leases - US
	  	Holly D’Amour
		
	 Fleet Vehicle Leases - Taiwan
	  	As per Schedule 44
		
	 Fleet Vehicle Leases - France
	  	As per Schedule 50
		
	 Fleet Vehicle Leases - UK
	  	As per Schedule 59
		
	 Fleet Vehicle Leases - Ireland
	  	As per Schedule 60
		
	 Fleet Vehicle Leases - Netherlands
	  	As per Schedule 58
		
	 Fleet Vehicle Leases - Sweden
	  	As per Schedule 55
		
	 Fleet Vehicle Leases - Norway
	  	As per Schedule 57
		
	 Fleet Vehicle Leases - Denmark
	  	As per Schedule 56
		
	 Fleet Vehicle Leases - Italy
	  	As per Schedule 52
		
	 Fleet Vehicle Leases - Spain
	  	As per Schedule 48
		
	 Fleet Vehicle Leases - Portugal
	  	As per Schedule 49
		
	 Fleet Vehicle Leases - Poland
	  	As per Schedule 53
		
	 Fleet Vehicle Leases - Puerto Rico
	  	As per Schedule 23
		
	 Fleet Vehicle Leases - Canada
	  	As per Schedule 21

 Point of Contact, Provider: Fleet Vehicle Leases – Wendy Dymkowski – US, Puerto
Rico & Canada, BMStudio, GLOBE Marketing Services – Tom Chetrick 
 Payment Terms: All payments due within thirty (30) days
of receipt of invoice by Recipient. 
  

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 SCHEDULE 15 
 PROCUREMENT SERVICES PROVIDED BY BMS 
 Services Summary Description 
 Provider shall provide purchasing system processing, including the conversion of purchase requisitions into orders and the entry of information to record requested
changes, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures, training and the usual and customary practices, codes and standards for business
procurement, and in accordance with all applicable Laws. 
 Countries: 
 USA, Canada, Puerto Rico, Brazil, Colombia, Peru, Argentina, Mexico, Venezuela, Ecuador, China, Indonesia, Vietnam, Hong Kong, Singapore, Malaysia, Philippines, Thailand, India, Taiwan, Australia, Spain, France,
Belgium, Italy, Poland, Sweden, Greece, UK, Portugal, Ireland, Denmark, Norway, Netherlands, Russia. 
 Services 
  

					
	 Service
	    	 Description
	    	 Term

	 Direct Procurement

			
	Global Sourcing and Contracting - Chemicals/Vitamins/Premixes	    	Sourcing to include key category market analysis, strategy development, bid process, negotiations and supply agreements.	    	12 months
			
	Global Sourcing and Contracting - Other Packaging - Plastics, Glass, Corrugate, Labels, Secondary Packaging, Promo, Other	    	Sourcing to include key category market analysis, strategy development, bid process, negotiations and supply agreements.	    	12 months
			
	 Global Sourcing and Contracting - Logistics Shared Services - Freight - Ocean and Air, Freight Forwarding,

Customs Brokers
	    	Sourcing to include key category market analysis, strategy development, bid process, negotiations and supply agreements.	    	12 months
			
	Supplier management and support services for BMS contracted ingredients	    	Pricing, contract interpretation and legal support, terms, dispute resolution, quality and service performance metrics	    	12 months
			
	Systems support for BMS Procurement Tools	    	Frictionless, DAS, Xine, SAP, Arriba, Caesar, Supplier Link	    	24 months

  

 141 









					
	 Service
	    	 Description
	    	 Term

	Purchasing of Direct Services, to include the supplier payment cycle.	    	Frictionless, DAS, Xine, SAP, Arriba, Caesar, Supplier Link	    	24 months
		
	Indirect Procurement	    	
			
	Global Sourcing and Contract - GRD Clinical Studies and Medical Education	    	Sourcing to include key category market analysis, strategy development, bid process, negotiations and supply agreements.	    	24 months
			
	Global Sourcing and Contracting - Office Supplies, Furniture and Services	    	Sourcing to include bid process, negotiations and supply agreements.	    	24 months
			
	Global Sourcing and Contracting - IT Contractors and Contracted Services	    	Sourcing to include bid process, negotiations and supply agreements.	    	24 months
			
	Global Sourcing and Contracting - Telecommunications	    	Sourcing to include bid process, negotiations and supply agreements.	    	24 months
			
	Global Sourcing and Contracting - Hardware and Software	    	Sourcing to include bid process, negotiations and supply agreements.	    	24 months
			
	Global Sourcing and Contracting - Data Management Support	    	Sourcing to include bid process, negotiations and supply agreements.	    	24 months
			
	Global Sourcing and Contracting - Meetings Management Support	    	Sourcing to include bid process, negotiations and supply agreements.	    	24 months
			
	Global Sourcing and Contracting - Travel Management	    	Sourcing to include bid process, negotiations, supply agreements and management of contracted services.	    	24 months
			
	Global Sourcing and Contracting - Fleet	    	Sourcing to include bid process, negotiations and supply agreements.	    	24 months
			
	Global Sourcing and Contracting - Facilities Spend	    	Sourcing to include bid process, negotiations and supply agreements.	    	24 months
			
	Global Sourcing and Contracting - Advertising and Promotion Support	    	Sourcing to include bid process, negotiations and supply agreements.	    	24 months
			
	Global Sourcing and Contracting - HR Support (to include Recruiting, Outplacement, Benefits, Payroll,	    	Sourcing to include bid process, negotiations and supply agreements.	    	24 months

  

 142 









					
	 Service
	    	 Description
	    	 Term

	Training, T&E, Relocation, Recruiting, Expatriate Services)	    		    	
			
	Global Sourcing and Contracting - Leased Workers	    	Sourcing to include bid process, negotiations and supply agreements.	    	24 months
			
	Global Sourcing and Contracting - Market Research Services	    	Sourcing to include bid process, negotiations and supply agreements.	    	24 months
			
	Global Sourcing and Contracting - Laboratory Equipment, Supplies and Services	    	Sourcing to include bid process, negotiations and supply agreements.	    	24 months
			
	Supplier management and support services for BMS contracted services	    	Pricing, contract interpretation and legal support, terms, dispute resolution, quality and service performance metrics	    	24 months
			
	Systems support for BMS Procurement Tools	    	Frictionless, DAS, Xine, SAP, Arriba, Caesar, Supplier Link	    	24 months
			
	Purchasing of Indirect Services, to include the supplier payment cycle.	    	Frictionless, DAS, Xine, SAP, Arriba, Caesar, Supplier Link	    	24 months
		
	Regional Indirect Procurement	    	
			
	Regional and Local Procurement	    	 •        System processing, including (1) the conversion of
purchase requisitions into orders and (2) the entry of information to record requested changes
  
 •        Procurement Records Management (DAS, Storage of local Bidding
Forms/BAR’s)
  
 •        Vendor master maintenance: IVEN
  
 •        Local Category Sourcing: Fleet, Print, Meeting-Events, Premiums/Promotions,
Office Supplies and Services,
  
 •        Annual Supplier Evaluation; business critical suppliers
  
 •        Local Sourcing for the Globally Defined Categories
	    	24 months

  

 143 









					
	 Service
	    	 Description
	    	 Term

	Market Specific Actions	    	 •        Canada - System processing, including (1) the
conversion of purchase requisitions into orders and (2) the entry of information to record requested changes
  
 •        Hong Kong - Purchase Requisition Entry into BPCs
  
 •        China
(Ghz), Indonesia, Vietnam, Malaysia, Philippines, Thailand, Australia, Peru, Ecuador and Venezuela – BMS Global Procurement will manage the MJN procurement staff.
	    	24 months

 Cost: Cost of Services shall be charged each month at a fixed amount as follows: 
  

						
	 Local Market (Country)
	  	Foreign
Currency Type	  	TSA Costs
(in USD)
	 Argentina
	  	ARS	  	$	2,167
	 Brazil
	  	BRL	  	$	8,667
	 Canada
	  	CAD	  	$	694
	 Colombia
	  	COP	  	$	1,917
	 Hong Kong
	  	HKD	  	$	1,042
	 India
	  	INR	  	$	333
	 Mexico
	  	MXN	  	$	13,333
	 Puerto Rico
	  	N/A	  	$	1,730
	 Taiwan
	  	TWD	  	$	5,250
	 U.S.A.
	  	N/A	  	$	169,908
		  		  	 	 
	 Total
	  		  	$	205,040
		  		  	 	 

 Term: Until the date(s) specified above, with Recipient to have the right to extend the term of each
Service on a per country basis with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months. 
 Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of this Agreement, individual Services within this Schedule may be
terminated on a per country basis without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees
equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead Johnson Nutritional, Global Procurement 
 Provider: Bristol-Myers Squibb, Global Procurement 
  

 144 








 Point of Contact, Recipient: John Gillespie 
 Point of Contact, Provider: Peter Rand 
 Payment Terms: All payments due within thirty
(30) days of receipt of invoice by Recipient. 
  

 145 








 SCHEDULE 16 
 AUDIT SERVICES PROVIDED BY BMS 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below. 
 Services 
 Provider will provide audit Services covering both
financial and IT audits for Recipient’s worldwide operations. The scope of these Services is expected to cover the periods 2009 to 2011, with an option by Recipient to renew the relationship on an annual basis as long as Provider and its
subsidiaries, other than Recipient, beneficially own shares of Common Stock representing greater than 50 percent of the total voting power of the outstanding shares generally entitled to elect directors of Recipient. Provider will utilize its
existing audit processes, tools and procedures to perform audits within the scope established by Recipient. Provider will issue audit reports utilizing its current reporting criteria and issue to the Recipient. Workpapers and documentation remain
the property of Provider, but are available for inspection by Recipient upon request. In the event that Provider discontinues providing auditing Services to Recipient, Provider will make available copies of key workpapers at Recipient’s
requests to ensure a transition to the new audit team. 
 Recipient will be responsible for its own Risk Assessment, SOX, Compliance Audit and Enterprise
Risk Management processes. 
 Recipient will develop an audit scope annually and present it to Provider by September 30 for the following year audit
schedule during its normal planning cycle so as to allow Provider sufficient time to develop an annual audit schedule and properly staff the engagements. Recipient has requested and Provider agrees to provide 10 audits of Recipient’s operations
annually with the option to add an additional 2 for a maximum total of 12, representing no more than three per quarter, exact scope and location to be determined. Each audit, including planning, fieldwork and report will cover a seven week period
and will be staffed at levels consistent with other Provider audits. The specific scope of procedures performed will be reviewed by Recipient and Recipient must agree to the sufficiency of those procedures. Provider also agrees to attempt to
co-ordinate audits in the same geographic area (whether Recipient’s or Provider’s audits) so as to minimize travel related costs. 
 Recipient will
be responsible for tracking and reporting of all open audit points identified during an audit. 
 Recipient will be responsible for notification to its
operations of upcoming audits to be conducted by Provider. Provider will supply copies of its current notification templates and timing of delivering such notification to Recipient. Recipient will copy Provider on all notifications sent to its
operations. 
 Provider will utilize its existing tools and documentation repository as well as any future changes and modifications, for Recipient audits.
No unique modifications will be made solely for Recipient’s requests. Provider reserves the right, but is not obligated, to entertain any customization request by Recipient, and Recipient will pay for the cost of all such requests if Provider
agrees to implement them. 
  

 146 








 Provider reserves the right to staff audits at its discretion, including the use of contracted staff and guest auditors.

 Provider agrees to use it best efforts to issue Audit Services reports within 30 days of end of fieldwork. 
 Provider will have access to the appropriate Recipient personnel and information within a reasonable time frame and will make project decisions in a timely manner.
Should Provider assumptions with respect to access or should the conditions of the records, degree of cooperation, or other matters beyond Provider’s reasonable control appear to require additional commitments by Provider beyond those upon
which Provider’s estimated fees are based, Provider will consult with Recipient and, with Recipient’s written approval, may adjust its fees and planned completion dates. 
 Recipient may request a change to the scope or location of Services. If, during the course of the year, Recipient requests a change in scope/location, Recipient will provide adequate notice to Provider of the change
and Provider will use all reasonable efforts to adjust the audit plan if possible, subject to the following: 
  

	 	•	 	 All requests for a change to an audit will be submitted in writing by Recipient. 


  

	 	•	 	 The change request will describe at a reasonable level of detail the change and the rationale for the change. 


  

	 	•	 	 Provider will review the change request and either approve it or reject it in writing. 


 If the change results in incremental expenses (e.g., for lost monies due to ticket purchases), Recipient agrees to reimburse Provider for such expenses upon
presentation of documentation. Provider agrees to use best effort attempts to minimize any such costs. 
 Cost 
 For 2009, the cost for each of the audits will be $111,250 per audit plus actual out-of-pocket travel, meals, accommodations and other expenses specifically related to
engagements (“Travel Expenses”). On average, Travel Expenses are estimated at $23,000 per audit. However, Travel Expenses are expected to be substantially lower for U.S. based audits and substantially higher for overseas audits. The cost
of $111,250 plus Travel Expenses will be invoiced upon issuance of each audit report. Payment is due to Provider based upon terms established in this Agreement. Provider and Recipient have agreed to a scope of 10 audits in 2009, resulting in a total
estimated cost of $1,112,500 with the option to add an additional 2 at $111,250 each resulting in a maximum cost of $1,335,000 plus Travel Expenses. Recipient is liable for a minimum annual fee of $1,112,500 plus Travel Expenses for audits actually
conducted. In 2009, based on the requested 10 audits by Recipient, of which 8 are outside the United States, Provider estimates the travel budget in 2009 to approximate $300,000. 
 The cost will be reviewed annually during the budget cycle. 
 Provider will comply with its own travel policies while
conducting an audit of Recipient. Supporting documentation for all travel and entertainment expenses will be available for review by Recipient within a reasonable time of request to Provider. 
  

 147 








 Term: 
 Until
December 31, 2011, with an option by Recipient to renew the relationship on an annual basis as long as Provider and its subsidiaries, other than Recipient, beneficially own shares of Common Stock representing greater than 50 percent of the
total voting power of the outstanding shares generally entitled to elect directors of Recipient. Cost per audit remains in effect for 2009, as described above, and will be renegotiated in future years based on the average cost of a financial and IT
audit plus out-of-pocket T&E expenses unless a revised amount is negotiated by both parties. 
 Early Termination of Services: Termination
at any time upon 120 days’ prior written notice following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of one-twelfth
(1/12) the sum of the minimum fee associated with the Services added to the estimated annual travel budget, as established annually during the budget cycle, shall be charged to Recipient monthly until the earlier of (i) (4) months after
termination or (ii) the expiration of the Term of this Schedule. For example, for 2009 the monthly Early Termination Fees would equal $88,281. 
 Recipient: MJN 
 Provider: BMS, Audit Services Department 
 Point of Contact, Recipient: Pete Leemputte, Senior Vice President and CFO (to be replaced by MJN Chief Audit Executive when named) 
 Point of Contact, Provider: Sandra Cartie, Chief Audit Executive 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 17 
 GLOBAL R&D SERVICES PROVIDED BY BMS 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement, Provider shall provide the following Services to Recipient. 
 Services 
 GPV&E HQ Pharmacovigilance Services

 Individual country requirements are included in the country specific Schedules to this Agreement. 
 Individual Case Safety Report Management 
  

	 	•	 	 Oversee collection and Medical review of single Individual Case Safety Reports - serious and non-serious spontaneous, literature, and study-related as appropriate



  

	 	•	 	 Perform data management in pharmacovigilance database for all spontaneous adverse drug reactions and serious adverse events 


  

	 	•	 	 Facilitate safety data processing and management by ensuring quality documentation and assessment of individual case safety reports 


  

	 	•	 	 Ensure interface with Affiliates and relevant business partners for electronic transmission of pharmacovigilance data as needed 


  

	 	•	 	 Ensure compliance with Provider SOP related to ICSR processes 


  

	 	•	 	 Transfer of all relevant safety data on Products from Provider safety database to Purchaser Sub in an xml file at conclusion of Term 



Regulatory Reporting 
  

	 	•	 	 Identification and reporting of relevant Expedited Safety Reports within regulatory agency timelines worldwide 


  

	 	•	 	 Planning and distribution of all reportable Individual Case Safety Reports in accordance with legal requirements 


  

	 	•	 	 Distribution of all Individual Case Safety Reports for Products to the appropriate Affiliates/Partners for transmission to the Health Authorities



  

	 	•	 	 Complete on schedule all relevant aggregate reports (including Periodic Safety Update Reports, Annual Safety Reports, Semi-Annual Suspected, Unexpected Serious
Adverse Reaction Reports, etc.) as applicable 


 Risk Management activities are not included in the scope of work of this Schedule.

 At the end of the Term, provide historical data of Recipient adverse events to Recipient from the CARES database in an xml file. 
 Laboratory Notebook Archives 
 Transfer Recipient’s laboratory
notebooks from Iron Mountain to Recipient within 6 months of the Separation Date. 
  

 149 








 Cost 
 GPV&E HQ Pharmacovigilence Services: 
 Cost of providing historical data shall be a one time charge of $1,000. 
 Cost of providing listed individual case safety report management and regulatory reporting Services shall be a per case charge of $450.00. 
 Specific charges shall be negotiated for any activities not listed above in the GPV&E HQ Services section and extra programming Services if needed. 
 Cost of Services for laboratory notebook archives shall be the actual cost of shipping of the notebooks. 
 Term 
 Until the date that is eighteen (18) months after the Separation Date. 
 Early Termination of Services: Termination at any time upon 180 days’ prior written notice. Notwithstanding the second sentence of Section 4(b)
of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. No Early Termination Fees shall be charged upon the early termination of any Service(s) in this Schedule.

 Recipient: MJN 
 Provider: BMS

 Point of Contact, Recipient: Lana Kington, GR&D Operations 
 Point of Contact, Provider: Mary McGuire, GPV&E HQ Pharmacovigilence Services 
 Cynthia J.
Good, Laboratory Notebook Archives 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

  

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 SCHEDULE 18 
 INSURANCE SERVICES PROVIDED BY BMS 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below. 
 Services 
  

							
	 Service
	  	 Description
	    	 Countries
	    	 Term

	Real Property Insurance	  	 Provider shall continue to purchase real property insurance, at Provider’s cost, from third-party insurers, and the policies so purchased will
include coverage for Recipient as a “subsidiary” so long as Provider holds a majority voting interest in Recipient.
  
 Any claims made on Recipient’s behalf will be made by Provider pursuant to reasonable instructions and directions from Recipient, and Provider will transfer, or
cause to be delivered, to Recipient all insurance proceeds with respect to any such claims.
	    	Worldwide	    	July 1, 2010
				
	Transit Insurance	  	 Provider will continue to purchase transit insurance, at Provider’s cost, from a third-party insurer, and the policies so purchased will include
coverage for Recipient as a “subsidiary” so long as Provider holds a majority voting interest in Recipient.
  
 Any claims made on Recipient’s behalf will be made by Provider pursuant to reasonable instructions and directions from Recipient, and Provider will transfer, or cause to be delivered, to Recipient all insurance
proceeds with respect to any such claims.
	    	Worldwide	    	July 1, 2009

  

 151 









							
	 Service
	  	 Description
	    	 Countries
	    	 Term

	Employment Practices Insurance	  	 Provider will continue to purchase employment practices insurance, at Provider’s cost, from third-party insurers, and the policies so purchased
will include coverage for Recipient as a “subsidiary” so long as Provider holds a majority voting interest in Recipient.
  
 Any claims made on Recipient’s behalf will be made by Provider pursuant to reasonable instructions and directions from Recipient, and Provider will transfer, or
cause to be delivered, to Recipient all insurance proceeds with respect to any such claims.
	    	Worldwide	    	November 1, 2009
				
	Kidnap & Ransom Insurance	  	 Provider will continue to purchase kidnap & ransom insurance, at Provider’s cost, from a third-party insurer, and the policies so purchased
will include coverage for Recipient as a “subsidiary” so long as Provider holds a majority voting interest in Recipient.
  
 Any claims made on Recipient’s behalf will be made by Provider pursuant to reasonable instructions and directions from Recipient, and Provider will transfer, or
cause to be delivered, to Recipient all insurance proceeds with respect to any such claims.
	    	Worldwide	    	November 1, 2009
				
	Workers’ Compensation Insurance	  	 Provider will purchase, at its expense, a workers’ compensation insurance policy from a third-party insurer that will include coverage for
Recipient as a “subsidiary” so long as Provider holds a majority voting interest in Recipient.
  
 Under the third-party insurer’s policy, the third-party insurer’s role is to be administrative and not to take any non-trivial insurance risk. Accordingly, essentially all insurance risk (including
Recipient’s insurance
	    	United States	    	January 1, 2010

  

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	 Service
	  	 Description
	    	 Countries
	    	 Term

		  	risk) will be borne by the Provider, and the Provider will be responsible for indemnifying and reimbursing the third-party insurer for any such insurance risk.	    		    	

 Cost 
 Cost of Services shall be charged each month at a fixed amount according to the following schedule: 
  

				
	 For the period February 2009 through June 2009
	  	$	125,268
	 For the period July 2009 through October 2009
	  	$	108,601
	 For the period November 2009 through December 2009
	  	$	102,712
	 For the period January 2010 through June 2010
	  	$	54,167

 Term: 
 See above. 
 Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the
second sentence of Section 4(b) of the Agreement, individual services within this schedule may be terminated without all other Services being simultaneously terminated. Upon the early termination of any Service(s) in this Schedule, Early
Termination Fees of 75% of monthly costs shall be charged each month for 3 months. 
 Extension of Services: Extension at any time upon sixty
(60) days’ prior written notice; provided, however, that the Services set forth in this Schedule may be extended with respect to a particular country without such Services being extended with respect to any other country. The
length of extension must be agreed to by both Recipient and Provider. The party that wishes to extend the Service(s) will be responsible for bearing the cost, unless otherwise agreed to by the parties. 
 Recipient: MJN 
 Provider: BMS 
 Point of Contact, Recipient: Kevin Wilson 
 Point of
Contact, Provider: BMS Risk Manager, Jeff Galik in absence 
 Payment Terms: All payments due within thirty (30) days of receipt
of invoice by Recipient. 
  

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 SCHEDULE 19 
 SERVICES PROVIDED BY BMS – UNITED STATES 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 International/Export Services 
 International /Export invoicing, collections, follow-ups, cash application and allocations. 
 International /Export freight forwarding, freight payment and claims. 
 Raw Materials Services 
 Receipt and sampling of raw material samples at the Provider’s ITO Raw Material Center (Building 123). Raw material shipments for Recipient – Evansville will be
received and stored in the leased Recipient warehouse in Mount Vernon, IN (Building 810). Representative units of these materials will be sent by Recipient from Building 810 to Building 123 for Provider ITO to sample for Recipient QC testing.

 Customs Services 
 Customs import and export advice.
CAFTA & NAFTA certificates. Assistance in managing issues with US customs. Provide general Import/Export Customs Compliance guidance and high level training relative to import/export laws and regulations. Provide guidance via review and
training of current Provider Customs compliance procedures. Provide import specific support in NAFTA origination verification, tariff classification, import clearance (including Customs, FDA and USDA) and ROW duty analyses. Provide export specific
support in denied party screening, ECCN classification, sanctions and boycotts and review of business processes. 
 Quality Control Related Services 

 Moisture testing on approximately 1,100 Recipient material samples per year. 
 Perform environmental monitoring of MJN Evansville sampling and production areas. 
 Miscellaneous Services

 Coordination and composition of workforce training grants. 
 Government Contract Registration Consultation and EEV Basic Pilot Program Related State Registrations for Pricing department. 
  

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 Office Occupancy and Facilities Services 
 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of
buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential services such as telephone services, LAN access, utilities, general office supplies,
cafeteria/catering access and services, health and safety services, physical security, parking and parking lot maintenance, fax/copy machine access, reception services, cleaning services, grounds/landscape management, space planning, mail services,
conference services and access to off-site document management services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such services (provided that, with
respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of
employees in such License Area): 
  

	 	•	 	 Up to two (2) employees in Alis Viego, California 


  

	 	•	 	 Up to three (3) employees in Irving, Texas 


  

	 	•	 	 Up to two (2) employees in Atlanta, Georgia 


  

	 	•	 	 Up to two (2) employees in Chicago, Illinois 


 Management of Evansville Premix Manufacturing Process and Personnel 
 Provider shall provide management personnel, function,
and activities to assist Recipient in managing the application environment(s) which are used to coordinate the order, production, supply, distribution and invoicing of all nutrient premixes used in Recipient’s nutrition products and all
granulation and pre-mix coloring for Pravachol made for Provider by Recipient at Recipient’s Evansville plant. 
 Provider shall further
provide, for premix manufacturing, management of the hourly workforce consisting of Recipient’s employees; equipment and facility maintenance labor; completion, review and delivery to Recipient of production documentation and batch record
coordination; and shop floor scheduling. 
 Provider shall maintain the Master Batch Record for Recipient’s nutrient premixes and
provide Recipient and its employees access to such records in the Provider’s current computer application; provide Recipient personnel access to Standard Operating Procedures that are pertinent to the operation in the current BMS computer
application for premix manufacturing; deliver electronic copies of all pertinent Standard Operating Procedures to Recipient in an agreed-upon electronic format. 
 During the thirty (30) days prior to any termination or expiration of this Service, Provider shall train Recipient personnel in the job and provide Recipient’s personnel with all materials and documentation
necessary to perform such job function(s). 
  

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 Shipping, Receiving and Storage of Premix 
 Provider shall provide all activities related to shipping and receiving and storage of Recipient’s nutrient premixes in building 41. 
 Cost 
 Cost of Services shall be charged each month at a fixed
amount of $37,425, plus $62,370 per month for Management of Evansville Premix Manufacturing Process and Personnel and $24,401 per month for Shipping, Receiving and Storage of Premix. 
 Term 
 Until the date that is eighteen (18) months after the Separation Date. 
 Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of
the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in
this Schedule other than Management of Evansville Premix Manufacturing Process and Personnel and Shipping, Receiving and Storage of Premix, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to
Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. Notwithstanding Section 4(b) of the Agreement, with regard to termination of the Services for
Management of Evansville Premix Manufacturing Process and Personnel and Shipping, Receiving and Storage of Premix: may not be terminated prior to July 1, 2009; may be terminated by the Recipient upon ninety (90) days notice;
early termination may be for all of the Services stated in sub-section (a) of those Services, all of the Services stated in sub-section (b), or all of the Services stated in both sub-sections; and upon early termination Recipient
will owe fees for the Services during the ninety (90) day notice period but no Early Termination Fees will be owed. 
 Recipient: MJN

 Provider: BMS 
 Point of Contact,
Recipient: Rick Baumgart 
 Point of Contact, Provider: Bill Mitchell 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 20 
 SERVICES PROVIDED BY MJN – INDIANA TECH OPS, INDIANA R&D, AND 
 INDIANA PHARM DC

 Services Summary Description 
 Subject
to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Transportation 
 Transportation of materials between Recipient ITO’s Evansville and Mt. Vernon plants. 
 Transportation of finished product from Recipient
ITO’s Evansville and Mt. Vernon plants to the Mt. Vernon Pharmaceutical Distribution Center. 
 Inbound Freight management for Tech Ops. 
 Fitness Center 
 Access to Evansville Fitness Center. 
 Support from Evansville Fitness Center supervisor to Mt. Vernon Fitness Center, consistent with current schedule of once per week on average. 
 Facility Occupancy and Support 
 Provider shall provide (in the nature
of a license) to Recipient the right to use and occupy, during the Term, office, production, lab, storage, receiving and other support areas currently occupied and utilized by Recipient (a “License Area”) located in areas of buildings
owned or leased by Provider in Evansville, Indiana. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential services such as telephone services, LAN access, utilities, utilities maintenance
and facilities related maintenance, cafeteria/catering access and services, health and safety services, physical security, parking and parking lot maintenance, fax/copy machine access, cleaning services, grounds/landscape management, space planning,
mail services, conference services and access to off-site document management services. No increase over the current Evansville, Indiana Recipient employee/contractor population exceeding 10% of the existing population (rounded up to the nearest
whole number) as of the Separation Date shall be allowed. 
 Provider shall provide to Recipient’s Mount Vernon, Indiana campus facilities Services such
as utilities, utilities maintenance, security, cafeteria, facilities related maintenance, yards and grounds Services, laundry Services, janitorial Services, mailroom Services, etc. and other related services as provided in the past. 
  

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 Quality Control Services 
 Protein testing for ITO Povidone and Crospovidone products, VOC water testing, and lead testing for ITO sucrose materials, consistent with historical activity levels. 
 Use of Recipient QA equipment and labs to conduct analytical testing (refractometer, mercury analyzer, Physical Properties room and supplies), consistent with historical activity levels. 
 Microscopy analysis on an as needed basis. 
 Miscellaneous

 Glassware Washing for Evansville Pharm QC. 
 Support from
Evansville Occupational Health Services to Indiana Pharm operations. 
 Management support from Evansville Environmental Health & Safety department.

 Use of the Evansville Tool Room. 
 Cost

 Cost of Services shall be charged each month at a fixed amount of $1,608,050; provided that costs for the spare parts themselves
requisitioned from the Evansville Tool Room will be invoiced quarterly at actual cost. 
 Term 
 Until the date that is eighteen (18) months after the Separation Date. 
 Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be
terminated without all other Services being simultaneously terminated; provided, however, the termination of utilities/facilities Services to the Mt. Vernon campus must be done on a Service-by-Service basis, not on a
building-by-building basis. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall
be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: BMS 
 Provider: MJN 
 Point of Contact, Recipient: Bill Mitchell 
 Point of Contact, Provider: Rick Baumgart 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 21 
 SERVICES PROVIDED BY BMS – CANADA 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Transportation 
 Provider shall manage all logistics for inbound, freight-to-customer and freight-to-warehouse transportation, in a manner consistent in all material respects with past
practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for Business distribution operations services, and in accordance with all applicable Laws;
provided that Recipient shall bear all risk of loss or shrinkage of goods during transit and shall have the sole responsibility for insuring such goods. In addition to the costs set forth below relating to the Services contemplated by this
Schedule, Provider shall invoice Recipient for the actual costs of freight, out-of-pocket handling fees (i.e., special charges, fuel surcharge, heated services if required, penalties on waiting times, customs brokerage fee) and inventory taxes
incurred by Provider in performing the Services described in this paragraph. 
 International /Export freight forwarding, freight payment and claims.

 Assistance in managing issues with Canada/US customs. Provider shall provide to Recipient information related to tariff classification and maintain NAFTA
certification for imported or exported products or materials. Provider, upon notice and instruction from Recipient, will instruct its brokers to resolve any issue delaying Customs clearance of products or materials. 
 Provider will provide documentation according to FDA regulation. For periodic shipments to the US (i.e., request for Product Samples), completion of the bio-terrorism
declaration is required. 
 Storage of Global Logistics Documents. 
 Stock Transfers to Brampton warehouse and St. John’s warehouse. 
 Warehousing and Distribution 
 Provider shall store and maintain product inventory related to customer shipments to meet demand, subject to being provided with Products, in a manner consistent in all
material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for business distribution operations services, and in accordance with
all applicable Laws; provided that Recipient or its Affiliates shall hold title to business inventories and Recipient shall assume full responsibility for losses or shrinkage other than to the extent due to Provider’s or its
Affiliates’ gross negligence or willful misconduct. Upon the date of termination of the Services described in this paragraph, should Recipient choose to dispose of rather than transfer any remaining inventory, Recipient shall be responsible for
all associated disposal costs. Provider shall further ensure that all 

  

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products in its warehouses are stored using Good Distribution Practices (GDP) in order that, among other things, inventory is free of insects, rodents or
dust, and that cases are properly sealed to avoid damage. 
 Product manufacturing and supply (kit, packaging testing and release for EFB and special
promotions). 
 Returns & Recalls 
 During the
Term, Provider shall enforce the returned goods and recall policies of the Business and work with existing third-party providers of returns-related services. Provider and Recipient shall work together to develop a transition plan to seamlessly
transition returns and recall management and claims processing so that no later than the final day of the Term all returns and recalls are being managed and processed by Recipient. Notwithstanding the foregoing, the parties acknowledge that after
the final day of the Term, returns may continue to come through the Provider returned goods network for a period of time. Recipient and Provider agree that the management of such returned goods shall continue to be subject to the provisions of this
Agreement and its Schedules. 
 Sales and Marketing Warehousing 
 Provider shall store and maintain sales and marketing related product inventory such as product samples, Post-Op kits, brochures, and all other marketing items subject to the ability of the Business to meet production requirements for its
products, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for the Business fulfillment
services, and in accordance with all applicable Laws. 
 Provider is responsible to perform cycle count as per past practice including a full wall to wall
will on a yearly basis. Provider will be responsible to prepare all documentation for the destruction of inventory. 
 Provider to support transition of LSU Warehousing and Distribution to 3rd party provider, as part of the LSU
Divestiture initiative. Provider’s IM staff and Order-to-Cash team to support data, process and knowledge transfer to Recipient and 3rd Party
provider as per agreed upon time line. Timeline for transfer of Services for both Provider’s and Recipient’s businesses to be mutually agreed upon. Any incremental costs incurred will be the responsibility of Recipient. 
 Sourcing and Contracting - Customs Brokers, Freight Forwarders, and Transportation Providers 
 QA/QC - Product inspection, product release and continued support consistent with current requirements. 
 Provider will
support “Retains” management as per current practice. 
 Pharmacovigilance - Natural Health Products (NHP) 
  

	-	Pharmacovigilance enters all MJN Canada Vitamin Adverse Events (AEs) into CARES system 

  

	-	Review, monitor and submits local and foreign AE reports as per local regulatory requirements. 

  

	-	Ensure that annual safety summary is prepared and is available as per local regulatory requirements. 

  

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 Cost 
 Cost of
Services shall be charge each month at an amount of CAD 171,827. A portion of this cost is activity-based and will fluctuate from month-to-month. 
 Recipient will be responsible for all external costs associated with the transfer of the Services to the Recipient or to any other provider(s). 
 Excluded services (to be paid directly by Recipient): 
  

	 	•	 	 All activity performed at the rework center (including, FTE, materiel and handling). 


  

	 	•	 	 All activities of the mailing program (including FTE material and handling). 


  

	 	•	 	 All charges related to brokerage customs. 


  

	 	•	 	 All freight charges, including fuel surcharges, waiting time, penalties and others. 


  

	 	•	 	 All cost associated to product destruction. 


  

	 	•	 	 All cost associated to do a recall process from customer and providers. 


 Term: 
 Until the date that is eighteen (18) months after the Separation Date. 
 Early Termination of Services: Termination at any time upon 180 days’ prior written notice. Notwithstanding the second sentence of Section 4(b)
of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. The Recipient will be responsible for all external costs associated with the transfer of the Services to the
Recipient or to any other provider(s). In addition to all external costs associated with the transfer of the Services to the Recipient or to any other provider(s), following the written notice period and coinciding with the early termination by the
Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) six (6) months after termination or
(ii) the expiration of the Term of this Schedule, except that in connection with the Boucherville Warehouse, Early Termination Fees shall be an amount equal to Recipient’s proportionate share of the monthly lease costs of the Bourcherville
Warehouse, which shall be charged to Recipient monthly for six (6) months. 
 Recipient: Mead Johnson Nutrition (Canada) Co. 

Provider: Bristol Myers Squibb Canada Co. 
 Point of
Contact, Recipient: Helen Quenneville 
 Point of Contact, Provider: Michael Rea 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice (Journal entry) by Recipient. 
  

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 SCHEDULE 22 
 SERVICES PROVIDED BY MJN – CANADA 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Retail - Store time/shelf management/credit and
returns. 
 Retail - Customer planning/contract management/A&P (GTN) management. 
 Retail - Overall planning/budgeting/samples/Promotional Funds Management. 
 HCP - Samples (doctor) management and
distribution. 
 CRC Services for the 1-800 consumer lines including Usage inquiry, Coupon request, Ingredient inquiry, Quality complaint, Purchase expired
product complaint and Illness/medical complaint. 
 Cost 
 Cost of Services shall be charged each month at a fixed amount of CAD 23,111. 
 Recipient will be responsible for all external costs associated to
the transfer of the Services to the Recipient or to any other provider(s). 
 Term: 
 Until the date that is twelve (12) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior
written notice, up to a maximum of an additional twelve (12) months. 
 Early Termination of Services: Termination at any time upon 180
days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. The recipient will be
responsible for all external costs associated with the transfer of the Services to the Recipient or to any other provider(s). In addition to all external costs associated with the transfer of the Services to the Recipient or to any other
provider(s), following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to
Recipient monthly until the earlier of (i) six (6) months after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Bristol Myers Squibb Canada Co. 
 Provider: Mead Johnson Nutrition (Canada) Co. 
 Point of Contact, Recipient: Michael Rea 
  

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 Point of Contact, Provider: Helen Quenneville 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 23 
 SERVICES PROVIDED BY BMS – PUERTO RICO 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to the Recipient. 
 Accounting Pricing 
 The Provider will support the Recipient on
general pricing practices including price increases, support, rebates redemption and accounting management related to the Puerto Rico WIC Program vouchers. 
 Supply Chain and Logistics 
 Broker Resolution of Product Release Delays 
 Provider shall, upon notice and instruction from the Recipient, instruct its broker to handle and resolve any issues delaying release of the Products. 
 Importer of Record 
 Where Provider is the registration holder of record of Recipient product(s), Provider will act as
the importer of record on customs clearance documentation. 
 Distribution, Dock & Logistics 
 Provider shall continue to provide delivery Services to customers in Puerto Rico, St. Thomas and St. Croix. Such Services shall be provided using customary procedures and
observing usual and customary practices, applicable laws, codes and standards for distribution services. Recipient shall bear all risk of loss or shrinkage of goods during transit and shall have the sole responsibility for insuring such goods and
issuing claims to transportation companies. Costs related to the delivery and returns to customers shall be billed to Recipient. 
 Transportation 

 Provider shall manage all logistics for inbound, freight-to-customer and freight-to-warehouse transportation, in a manner consistent in all material
respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for Business distribution operations services, and in accordance with all
applicable Laws; provided that Recipient shall bear all risk of loss or shrinkage of goods during transit and shall have the sole responsibility for insuring such goods. In addition to the costs set forth below relating to the Services
contemplated by this Schedule, Provider shall invoice Recipient for the actual costs of freight, out-of-pocket handling fees and inventory taxes incurred by Provider in performing the Services described in this paragraph. 
  

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 Warehousing 
 Provider
shall store and maintain product inventory related to customer shipments to meet demand, subject to being provided with Products, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and
appropriate systems access, procedures and the usual and customary practices, codes and standards for Business distribution operations services, and in accordance with all applicable Laws; provided that Recipient or its Affiliates shall hold
title to Business inventories and Recipient shall assume full responsibility for losses or shrinkage other than to the extent due to Provider’s or its Affiliates’ gross negligence or willful misconduct. Upon the date of termination of the
Services described in this paragraph, should Recipient choose to dispose of rather than transfer any remaining inventory, Recipient shall be responsible for all associated disposal costs. Provider shall further ensure that all products in its
warehouses are stored using Good Distribution Practices (GDP) in order that, among other things, inventory is free of insects, rodents or dust, and that cases are properly sealed to avoid damage. 
 Returns & Recalls 
  

	•	 	 During the Term, Provider shall enforce the returned goods and recall policies of the Business and work with existing third-party providers of returns-related
services. Provider and Recipient shall work together to develop a transition plan to seamlessly transition returns and recall management and claims processing so that no later than the final day of the Term all returns and recalls are being managed
and processed by Recipient. Notwithstanding the foregoing, the parties acknowledge that after the final day of the Term, returns may continue to come through the Provider returned goods network for a period of time. Recipient and Provider agree that
the management of such returned goods shall continue to be subject to the provisions of this Agreement and its Schedules. 


  

	•	 	 Related Services shall include the investigation and solution of quality issues while ensuring of compliance with FDA and Provider policies. Also, in coordination
with EHS and security the Services will include the management of material to be destroyed. 


 Sales and Marketing Warehousing

  

	•	 	 Provider shall store and maintain sales and marketing related product inventory such as product samples, Post-Op kits, brochures, and all other sales and marketing
items subject to the ability of the Business to meet production requirements for its products, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and
the usual and customary practices, codes and standards for the Business fulfillment services, and in accordance with all applicable Laws. 


 Support of Registration Process 
  

	•	 	 Provider will use its commercially reasonable efforts to support Recipient’s product registrations that have been filed by Provider or its Affiliates but not
approved on or prior to the Separation Date with respect to the products marketed and sold by Provider and set forth in Exhibit A (the “Transferred Products”). Provider will respond to the applicable regulatory authorities with such
documents as are reasonably requested by Recipient to and that affects the registration or withdrawal of the relevant regulatory submissions with respect to the Transferred Products. Recipient will use its commercially reasonable efforts to submit
to the relevant regulatory authority all appropriate documentation to request registration of the Transferred Products in the name of Recipient. 


  

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	•	 	 The Provider shall fully cooperate with the Recipient to register new products, manage product complaints for customers or end users and or product recalls,
following the approved SOP for the handling of such situations and within the PR Department of Health and FDA rules and regulations. 


 Other Logistic and Managerial Services 
  

	•	 	 Provider shall support the Recipient with managerial Services for business decision process related to distribution, warehousing, and inventory management.



  

	•	 	 It is understood that the supply chain process terms herein included could change for the Provider as part of the Provider plans to increase productivity. Therefore
the Provider shall include the Recipient in the decision making process in order to maintain a seamless transition from Services herein specified. The Provider shall maintain communication on this topic with the Recipient at least six
(6) months in advance of the new period budget process. 


 Office Occupancy and Facilities Services 
 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a
“License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential services such as telephone services, LAN
access, utilities, general office supplies, physical security, parking and parking lot maintenance, fax/copy machine access, cleaning services, grounds/landscape management, space planning, mail Services, conference Services and access to off-site
document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated
below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

  

	 	•	 	 Up to 8 employees in Guaynabo, Puerto Rico 00968. 


 Other Services 
 The Provider shall continue to coordinate insurance Services including the required bid bonds, performance bonds in order to
comply with the Commonwealth of Puerto Rico regulations to do business with governmental agencies. 
 Internal Control 
 The Provider will maintain adequate internal control operations related to Recipient’s operations during the Term consistent with Provider internal control
practices. 
 Cost: 
 Cost of Services shall be
charged each month at a fixed amount of $71,760. Pursuant to Section 2(f) of the Agreement, the uplift charged for Services described in this Schedule shall be 2%. 
  


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 Term: 
 Until
the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months. 
 Early Termination of Services: Termination at any time upon six (6) months prior written notice. Notwithstanding the second sentence of
Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient
of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) six (6) months after termination or (ii) the
expiration of the Term of this Schedule. 
 Recipient: Mead Johnson (Puerto Rico) Inc. 
 Provider: Bristol-Myers Squibb, Puerto Rico Inc. 
 Point
of Contact, Recipient: 
 Luis Ortiz, General Manager 
 Point of Contact, Provider: 
 Edda Guerrero, President & GM Puerto Rico 
 Ramón Menendez, Regional Finance & Administration Director 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 Schedule 23 – Puerto Rico 
 Exhibit A 
 Support of Registration Process 
  

			
	 CODE
	  	 PRODUCTS FOR SALE

	8301	  	 BCAD 2 METABOLIC PWD 1LB (6CAN)

	28401	  	 BOTTLE ENFAMIL NURSETTE EMPTY 8OZ (8X6BTL)

	200101	  	 CLEFT PALATE NURSETTE 6OZ (12X6BTL)

	139001	  	 ENFACARE LIPIL 22CAL NURSETTE 2OZ(8X6BTL)

	1904	  	 ENFACARE LIPIL PWD 12.8OZ (6CAN)

	128701	  	 ENFACARE LIPIL RTU 32OZ (6CAN)

	26506	  	 ENFALYTE NURSETTE 6OZ (3X8BTL)

	145301	  	 ENFAMIL AR LIPIL NURSETTE 2OZ (8X6BTL)

	20333	  	 ENFAMIL AR LIPIL 32OZ (6CAN)

	201418	  	 ENFAMIL HUMAN MILK FORTIFIER PWD 2X100PCH.71G

	139401	  	 ENFAMIL LIPIL PREMATURE 20CAL NURSETTE 2OZ (8X6BTL)

	139101	  	 ENFAMIL LIPIL PREMATURE 24CAL NURSETTE 2OZ (8X6BTL)

	139201	  	 ENFAMIL LIPIL W/I PREMATURE 20CAL NURSETTE 2OZ (8X6BTL)

	139301	  	 ENFAMIL LIPIL W/I PREMATURE 24CAL NURSETTE 2OZ (8X6BTL)

	127201	  	 ENFAMIL LIPIL W/I CONC 13OZ (12CAN)

	127103	  	 ENFAMIL LIPIL W/I RTU 32OZ (6CAN)

	127003	  	 ENFAMIL LIPIL W/I 20CAL 6OZ (3X8BTL)

	138901	  	 ENFAMIL LIPIL W/I 20 CAL NURSETTE 2OZ (8X6BTL)

	127002	  	 ENFAMIL LIPIL W/I 20 CAL NURSETTE 6OZ (3X8BTL)

	127301	  	 ENFAMIL LIPIL W/I PWD 12.9OZ (6CAN)

	127312	  	 ENFAMIL LIPIL W/I PWD 25.7OZ (6CAN)

	127304	  	 ENFAMIL LIPIL W/I PWD 38OZ (60TRAYX6CAN) PDU

	127102	  	 ENFAMIL LIPIL W/I RTU 8OZ (4X4CAN)

	19801	  	 GA PWD 1LB (6CAN)

	134601	  	 GLUCOSE 5% NURSETTE 2OZ (8X6BTL)

	6802	  	 GRAD-U-FEED CAP (750EA)

	33901	  	 GRAD-U-FEED DEVICE (1X100BTL)

	61401	  	 LACTOFREE LIPIL CONC 13OZ (12CAN)

	144401	  	 LACTOFREE LIPIL NURSETTE 2OZ (8X6BTL)

	61607	  	 LACTOFREE LIPIL PWD 12.9OZ (6CAN)

	61501	  	 LACTOFREE LIPIL RTU 32OZ (6CAN)

	140110	  	 NEXT STEP LIPIL W/I PWD 12OZ (6CAN)

	140111	  	 NEXT STEP LIPIL W/I PWD 24OZ (6CAN)

	428813	  	 ENFAMIL CROSS-CUT NIPPLE (240EA)

	433905	  	 ENFAMIL SLOW-FLOW SOFT NIPPLE (240EA)

	129009	  	 NUTRAMIGEN AA LIPIL,14.1 PWD (6CAN)

	26306	  	 NUTRAMIGEN LIPIL NURSETTE 6OZ (3X8BTL)

	33821	  	 NUTRAMIGEN LIPIL PWD 1LB (6CAN)

	49911	  	 NUTRAMIGEN LIPIL RTU 32OZ (6CAN)

	128801	  	 NEXT STEP LIPIL RTU 32OZ (6CAN)

	140903	  	 NEXT STEP PROSOBEE LIPIL W/I PWD 12OZ (6CAN)


  

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 SCHEDULE 24 
 SERVICES PROVIDED BY BMS – CENTRAL AMERICA 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 International/Export Services 
 International /Export invoicing, order processing (order to cash), collections for account receivables, cash application Services, processing customer deductions.

 International /Export freight forwarding, freight payment and claims. 
 Cost: No cost shall be charged. 
 Term: 
 Until the date that is twenty-four (24) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior
written notice, up to a maximum of an additional twelve (12) months. 
 Early Termination of Services: Termination at any time upon 90
days’ prior written notice. Notwithstanding Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. No Early Termination Fees shall be charged
upon the early termination of any Service(s) in this Schedule. 
 Recipient: Mead Johnson Nutrition (Central America: Belize, Guatemala,
Honduras, Panama, Costa Rica, El Salvador, Nicaragua) 
 Provider: Bristol Myers Squibb de Mexico S de R.L. de C.V. 
 Point of Contact, Recipient: Ramon Alvarez 
 Point of
Contact, Provider: Edgar Perez 
  

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 SCHEDULE 25 
 SERVICES PROVIDED BY BMS – CARIBBEAN 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 International/Export Services 
 International /Export invoicing, order processing (order to cash), collections for account receivables, cash application services, processing customer deductions,

 International /Export freight forwarding, freight payment and claims. 
 Cost: No cost shall be charged. 
 Term: 
 Until the date that is twenty-four (24) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior
written notice, up to a maximum of an additional twelve (12) months. 
 Early Termination of Services: Termination at any time upon 90
days’ prior written notice. Notwithstanding Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. No Early Termination Fees shall be charged
upon the early termination of any Service(s) in this Schedule. 
 Recipient: Mead Johnson Nutrition (Caribbean: Suriname, Guyana,
Trinidad & Tobago, Barbados, Bermuda, Bahamas, Grand Cayman, Jamaica) 
 Provider: BM International Group 
 Point of Contact, Recipient: Ramon Alvarez/Marco Cortes 
 Point of Contact, Provider: Donna Marincas/Kathy Daniels 
  

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 SCHEDULE 26 
 SERVICES PROVIDED BY BMS – COLOMBIA 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Global Customs and Trade Function 

Provide information related to tariff classification for products imported and exported. 
 Importation and Customs Clearance 
 Upon notification of an incoming shipment of Products by Recipient, Provider shall
revise and inform the local customs clearance agent of the incoming shipment and shall forward the related documentation to such agent. Upon entry of the Products into Colombia, Provider shall arrange for such agent to submit customs clearance
documentation, using tariff codes supplied by Provider, in order to enable release of the Products by customs. 
 Broker Resolution of Product Release
Delays 
 Provider shall, upon notice and instruction from Recipient, instruct its broker to handle and resolve any issues delaying release of the
Products. 
 Importer of Record 
 Where Provider is the
registration holder of record of Recipient product(s), Provider will act as the importer of record on customs clearance documentation. 
 Office Occupancy
and Facilities Services 
 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the
Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential
services such as telephone services, LAN access, utilities, parking and parking lot, grounds/landscape management, space planning, mail services. No more than the following indicated number of employees shall occupy such License Area in the
indicated jurisdiction and be provided such services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the
extent that physical space capacity exists to accommodate such greater number of employees in such License Area). 
  

	 	•	 	 Up to fifteen (15) employees in Bogotá, Columbia. 


  

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 Ministry of Health Audit Attendance 
 The Technical Director must represent Recipient’s products to the Ministry of Health in all the matters related to sanitary registration or changes to such registrations. Act as Technical Director for
Recipient’s products in front of Ministry of Health. 
 After-Sales Service 
 Provider shall make available its existing call centers and toll-free telephone numbers to serve as the primary point of contact for adverse event reports and customer complaints. Recipient shall be solely responsible
for the management and resolution of any adverse event reports and customer complaints, which shall be performed in accordance with all applicable Laws and good industry practice. Recipient shall be responsible for the implementation of any required
product recalls and associated communications. 
 Internal/External Control Support 
 Attend to external audit and legal requirements. 
 Cost 
 Cost of Services shall be charged each month at a fixed amount of COP 39,895,439.83. 
 Term: 
 Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the
term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months. 
 Early Termination of
Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being
simultaneously terminated. Upon the early termination of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the cost of such terminated Services shall be charged to Recipient monthly for three (3) months. 
 Recipient: Mead Johnson Nutrition (Colombia) Ltda. 
 Provider: Bristol-Myers Squibb de Colombia S.A. 
 Point of Contact, Recipient: Marlene Negreiros 
 Point of Contact, Provider: Carlos Cabas 
 Payment
Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 27 
 SUPPLEMENTAL SERVICES PROVIDED BY BMS – COLOMBIA 
 Services Summary Description 

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient under a mandate
agreement, whereby Provider will act in its own name but for the account of Recipient when performing any of the following Services: 
 Services

 MEAD JOHNSON NUTRITION (COLOMBIA) LTDA. (hereinafter the “Principal”), grants sufficient mandate to BRISTOL-MYERS SQUIBB DE COLOMBIA
S.A., (hereinafter the “Agent” and jointly with the Principal the “Parties”) for the Agent, on his own name but on behalf of the Principal, to carry out the following acts: 
 (A) To issue purchase orders for the products in favor of the producer or supplier of the products abroad, in the quantities, specifications and the regular recurrence
indicated by the Principal; 
 (B) To import, directly or through a person or entity legally authorized to do so, the products, undertaking all the
proceedings and executing any required documents; 
 (C) To timely pay the invoices regarding the products, issued and sent by the manufacturer or the
supplier of the products to the Agent; 
 (D) To acquire the insurance policies and pay any freights for the transport of the products; 
 (E) To pay the customs levies arising from the importation of the products and the VAT over the imported products; 
 (F) To fulfill the obligations set forth in the foreign exchange regime for the importation of the products; 
 (G) To carry out the proceedings to nationalize the products; 
 (H) To
deliver the products to the Principal, directly or through the person indicated by the latter for such purpose, once nationalized, for the Principal to distribute them into the Colombian territory; 
 (I) Carrying out all the required procedures before the Colombian authorities to apply and obtain the licenses and authorizations required by the Agent for the direct
importation of the products into the Colombian territory; 
 (J) To act before public and private entities which conform the health Colombian system, as
applicable; 
 (K) To sign the agreements and documents that shall be necessary for the duly performance of the activities entrusted; 
 (L) To conduct on behalf of the Principal its relations before the Colombian regulatory and control authorities only in the cases when the Principal cannot concur in a
direct way 
 (M) To appoint, judicial or extrajudicial, attorneys at law, 
 Once delivered by the Agent, the products shall be distributed and sold by the Principal into the Colombian territory. The Principal shall carry out the promotion, marketing, invoicing and any other activities
required for the distribution and sale of the products. 
  

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 Cost 
 No fee
shall be charged by Provider for performing the Services. 
 Term: 
 Until the termination of the Mandate Agreement between Mead Johnson Nutrition (Colombia) Ltda. and Bristol-Myers Squibb de Colombia S.A., dated as of January 31, 2009. 
 Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of
the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. No Early Termination Fees shall be charged upon the early termination of any Service(s) in this Schedule.

 Recipient: Mead Johnson Nutrition (Colombia) Ltda. 
 Provider: Bristol-Myers Squibb de Colombia S.A. 
 Point of Contact, Recipient: Marlene Negreiros 
 Point of Contact, Provider: Carlos Cabas 
 Payment
Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 28 
 SERVICES PROVIDED BY BMS – ECUADOR 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Financial Services 
 Provider will provide Internal Controls and Cost Accounting support including calculation of standard costs, obsolescence reserve calculation, and all SIM maintenance. In
addition, Provider’s Finance Director will provide support as required by Corporate Directives, local procedures, or Internal Control Standards. The areas supported may include, but not be limited to authorization of disbursements (including
payroll), external audits, tax planning, review and authorization of Corporate Reporting. 
 Global Customs and Trade Function 
 Provide information related to tariff classification for products imported and exported. 
 Importation and Importer of Record 
 Where Provider is the registration holder of record of Recipient products(s),
Provider will execute the necessary documents to authorize Recipient to import inventory under Provider’s import licenses to enable Recipient to import inventory while obtaining its own import licenses. 
 Broker Resolution of Product Release Delays 
 Provider shall, upon
notice and instruction from the Recipient, instruct its broker to handle and resolve any issues delaying release of the Products. 
 Returns processing
(including product destruction) 
 Returns are received at the third party logistics facility. Upon request from the 3PL, the Provider’s personnel
shall go to the facility, count inventory, and lock the container until transport to the incinerator. Provider shall enforce the returned goods and recall policies of the Recipient and work with existing third-party providers of returned related
services. 
 Export and Ministry of Health Activities for Vitamins 
 Coordinate with export markets on registry of vitamins in their countries. Register all documentation with local MOH for the vitamin line. Export of vitamins for Central America and Peru. The Provider’s personnel
register all documentation with local Ministry for the vitamin line since they are manufactured in the plant of Guayaquil-Ecuador. 
  

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 Ministry of Health Audit Attendance 
 The Technical Director shall represent Recipient’s products to the Ministry of Health in all the matters related to sanitary registration or changes to such registrations. Act as Technical Director for
Recipient’s products in front of Ministry of Health. 
 Cost 
 Cost of Services shall be charged each month at a fixed amount of $9,400. 
 Term: 
 Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior
written notice, up to a maximum of an additional twelve (12) months. 
 Early Termination of Services: Termination at any time upon 90
days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written
notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier
of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead Johnson
Nutrition (Ecuador) Cia. Ltda. 
 Provider: Bristol-Myers Squibb Ecuador Cía Ltda. 
 Point of Contact, Recipient: Martin Wever 
 Point of
Contact, Provider: Freddy Morales 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

  

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 SCHEDULE 29 
 SERVICES PROVIDED BY BMS – VENEZUELA 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient: 
 Services 
 Global Customs and Trade Function 

Provide information related to tariff classification for products imported and exported. 
 Importer of Record 
 Where Provider is the registration holder of record of Recipient product(s), Provider will act as
the importer of record on customs clearance documentation. 
 Distribution, Dock & Logistics 
 Provider shall manage all the distribution of Recipient products to Recipient’s clients. Provider shall manage all distribution, dock and logistics services in a
manner consistent with past practices, usual policies and GMP standards. 
 Transportation 
 Provider shall manage all logistics for inbound, freight-to-customer and freight-to-warehouse transportation, in a manner consistent in all material respects with past
practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for Business distribution operations services, and in accordance with all applicable Laws;
provided that Recipient shall bear all risk of loss or shrinkage of goods during transit and shall have the sole responsibility for insuring such goods. In addition to the costs set forth below relating to the Services contemplated by this
Schedule, Provider shall invoice Recipient for the actual costs of freight, out-of-pocket handling fees and inventory taxes incurred by Provider in performing the Services described in this paragraph. 
 Warehousing 
 Provider shall store and maintain product inventory
related to customer shipments to meet demand, subject to being provided with Products, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the
usual and customary practices, codes and standards for Business distribution operations services, and in accordance with all applicable Laws; provided that Recipient or its Affiliates shall hold title to Recipient inventories (to the extent
permitted by applicable Laws) and Recipient shall assume full responsibility for losses or shrinkage other than to the extent due to Provider’s or its Affiliates’ gross negligence or willful misconduct. Upon the date of termination of the
Services described in this paragraph, should Recipient choose to dispose of rather than transfer any remaining inventory, Recipient shall be responsible for all associated disposal costs. Provider shall further ensure that all products in its
warehouses are stored using Good Distribution Practices (GDP) in order that, among other things, inventory is free of insects, rodents or dust, and that cases are properly sealed to avoid damage. 
  

 177 








 Returns processing (including product destruction) 
 The Technical Director is responsible for approving the products and all the activities related with Quality control. Provider shall enforce the returned goods and recall policies of Recipient and work with existing
third-party providers of returned related services. 
 Quality Control 
 Physical inspection, product release activities of vitamins and infant formulas sold in Venezuela. 
 Stability Services
Required 
 The Technical Director approves the stability reports submitted by the manufacturing lab (lab Vargas). Provide Technical support in OOS
investigations and in the daily operation of Lab. Vargas (Co packer of liquid vitamins). 
 Stickering & Relabeling Services &
Promotional Customization 
 Provider shall manage all stickering and/or relabeling services required, in a manner consistent in all material respects
with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for the Business distribution operations services, and in accordance with all applicable
Laws. 
 Ministry of Health Audit Attendance 
 The
Technical Director shall represent Recipient products to the Ministry of Health in all the matters related to sanitary registration or changes to such registrations. Act as Technical Director for Recipient products in front of Ministry of Health.

 Office Occupancy and Facilities Services 
 Provider
shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by
Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services,
physical security, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, space planning, mail Services, conference Services and access to off-site document management
Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more
employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area): 
  

	 	•	 	 Up to seventeen (17) employees in Caracas, Venezuela. 


  

 178 








 Cost 
 Cost of
Services shall be charged each month at a fixed amount of VEF 319,334.35. 
 Term: 
 Until the date that is eighteen (18) months after the Separation Date, except as set forth below: 
 Distribution, Dock & Logistics, Warehousing and Quality Control of products related to Laboratorio Vargas  -  Until December 31, 2009. 
 Recipient has the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months;
provided, however, that the Recipient may not extend QAIQC – Importation and Distribution Planning Service. 
 Early Termination of
Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being
simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall
be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead Johnson Nutrition Venezuela, S.C.A. 
 Provider: Bristol-Myers de Venezuela S.C.A. 
 Point of Contact, Recipient: Gilberto Zambrano 
 Point
of Contact, Provider: Carlos Cabas 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

  

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 SCHEDULE 30 
 SUPPLEMENTAL SERVICES PROVIDED BY BMS – VENEZUELA 
 Services Summary Description

 Subject to the terms and conditions of this Agreement (including Section 2 hereof) and the terms and conditions of a separate Mandate without
Representation Agreement between Provider and Recipient, dated as of January 31, 2009, Provider shall provide the following Services to Recipient under a mandate without representation (comisión) basis, whereby Provider will act
in its own name but for the account of Recipient when performing any of the following Services: 
 Services 
 The performance of the following activities or operations relating to the Mead Johnson Business in Venezuela (collectively, all of the activities and operations
identified in paragraphs (i) and (ii) below, the “Activities”): 
  

	(i)	the issue of purchase orders to the relevant foreign manufacturer or supplier (according to the amounts, specifications and frequency indicated by Recipient); the import (and
nationalization); the timely and full payment of (a) all invoices, debit notes and similar documents issued by the relevant foreign manufacturer or supplier in connection with the above mentioned purchase orders, (b) the freight and
insurance charges in connection with the transportation, and (c) the customs duties and other applicable taxes in connection with the import; the request, processing and procurement of any necessary or convenient registrations, authorizations,
certificates and/or licenses under applicable currency exchange control and/or customs laws, regulations and/or rules; and the delivery once imported (and nationalized) at the place within Venezuela previously designated by Recipient; of the
products currently comprising the Mead Johnson Business in Venezuela (collectively, the “Products”) that are treated under Venezuelan law as nutritional products (food), which Products are described in Exhibit 1.1 of the above
mentioned separate Mandate Without Representation Agreement; as well as any other actions directly related to any, some or all of the foregoing activities, which actions are necessary or convenient to properly and fully perform such foregoing
activities; and 

  

	(ii)	the contracting of manufacturing services with the relevant local manufacturer, of transportation services with the relevant transportation entity, and of warehousing services with
the relevant warehousing entity (according to the amounts, specifications and frequency indicated by Recipient); the timely and full payment of all invoices, debit notes and similar documents issued by the relevant manufacturer, transportation
entity or warehousing entity; all of the activities described in the preceding paragraph (i) with respect to the active principles and other substances; the generation of demand (through promotion, marketing and advertising); the solicitation
and taking of customer orders; the processing of orders; and the sale, billing, collection and customer care; of the Products that are treated under Venezuelan law as pharmaceutical products, which Products are described in Exhibit 1.1 of the above
mentioned separate Mandate Without Representation Agreement; as well as any other actions directly related to any, some or all of the foregoing activities, which actions are necessary or convenient to properly and fully perform such foregoing
activities. 

  

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 Cost 
 Services
shall be performed by Provider to Recipient free of charge. Notwithstanding the foregoing, Provider shall be entitled to obtain reimbursement, and Recipient shall be obligated to reimburse, all costs, expenses and disbursements incurred by Provider
in connection with the performance of the Activities (whether directly or through authorized third parties). 
 Term: 
 Until the termination of the separate Mandate without Representation Agreement between Provider and Recipient, dated as of January 31, 2009. 
 Early Termination of Services: Termination at any time upon 30 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of
the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. 
 No Early Termination
Fees shall be charged upon the early termination of any Service(s) in this Schedule. 
 Recipient: Mead Johnson Nutrition Venezuela, S.C.A.

 Provider: Bristol-Myers de Venezuela S.C.A. 
 Point of Contact, Recipient: Gilberto Zambrano 
 Point of Contact, Provider: Carlos Cabas 
 Payment Terms: All reimbursements for costs, expenses and disbursements, are due within thirty (30) calendar days of receipt of the relevant debit
note by Recipient. 
  

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 SCHEDULE 31 
 SERVICES PROVIDED BY MJN – PERU 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Local Purchasing 
 Provider shall provide purchasing system processing, including the conversion of purchase requisitions into orders and the entry of information to record requested
changes, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for Business procurement, and
in accordance with all applicable Laws. 
 Office Occupancy and Facilities Services 
 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in
areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies,
cafeteria/catering access and Services, physical security, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, space planning, mail Services, conference Services and
access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each
jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such
License Area): 
  

	 	•	 	 Up to forty-three (43) employees in Lima, Peru. 


 Other Services (not included FSS) 
 Provider shall provide support for compliance, SOX, internal control, pending legal disputes and business
controls. 
 Cost 
 Cost of Services shall be
charged each month at a fixed amount of PEN 81374.73. 
 Term: 
 Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional
twelve (12) months. 
  

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 Early Termination of Services: Termination at any time upon 90 days’ prior written notice.
Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with
the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months
after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Bristol-Myers Squibb Peru S.A. 
 Provider: Mead Johnson Nutrition (Peru) S.R.L. 
 Point
of Contact, Recipient: Jose Colina 
 Point of Contact, Provider: George Bernard 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 32 
 SERVICES PROVIDED BY BMS – PERU 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Quality Control 
 Physical inspection, product release activities of vitamins and infant formulas sold in Peru. 
 Returns processing (including product destruction) 
 Provider shall enforce the returned goods and recall policies of
Recipient and work with existing third-party providers of returned related services. 
 Ministry of Health Audit Attendance 
 Act as Technical Director for Recipient’s products in front of Ministry of Health. The Technical Director will represent Recipient’s products to the Ministry of
Health in all the matters related to sanitary registration or changes to such registrations. 
 Cost 
 Cost of Services shall be charged each month at a fixed amount of PEN 7080.25. 
 Term: 
 Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the
term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months. 
 Early Termination of
Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being
simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall
be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead Johnson Nutrition (Peru) S.R.L. 
 Provider: Bristol-Myers Squibb Peru S.A. 
 Point of Contact, Recipient: George Bernard 
 Point of
Contact, Provider: José Colina 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by
Recipient. 
  

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 SCHEDULE 33 
 PHASE 1 SERVICES PROVIDED BY BMS – ARGENTINA 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Office Occupancy and Facilities Services 

 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk
space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as
telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, physical security, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape
management, space planning, mail Services, conference Services and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided
such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity
exists to accommodate such greater number of employees in such License Area): 
  

	 	•	 	 Up to twenty-one (21) employees and one (1) independent contractor in Buenos Aires, Argentina. 


 Administrative Support 
 Provider shall perform general and
administrative services to support the above Services. 
 Cost: 
 No fee shall be charged by Provider for performing the Services; provided, however, that Provider shall retain local gross margin of the business. 
 Term: Until the Health Authorities of Argentina grant Recipient authorization to be the owner of the Products and the resulting transfer of Products from
Provider to Recipient becomes effective. 
 Early Termination of Services: Termination at any time upon 90 days’ prior written notice.
Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. No Early Termination Fees shall be charged upon the
early termination of any Service(s) in this Schedule. 
 Recipient: Mead Johnson Nutrition S.R.L. 
  

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 Provider: Bristol-Myers Squibb Argentina S.R.L. 
 Point of Contact, Recipient: Maria Angélica Bilek 
 Point of Contact, Provider: José Colina 
  

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 SCHEDULE 34 
 PHASE 1 SERVICES PROVIDED BY MJN – ARGENTINA 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below. 
 Services 
 Marketing and Promotion 
 Provider shall perform product management, business and strategic planning, development and implementation of a marketing plan and definition of sales force and access
strategy. Provider shall manage on Recipient’s behalf and account the current distribution agreement or other distribution agreements that may be appointed in a future. 
 Provider shall process all information and expertise related to the marketing of Products, the clients and customers needs in order to create, communicate and deliver sufficient and efficient answers and programs to
clients and consumers needs with respect to the Products. 
 Provider shall manage clients and customer relationships in ways that benefit the Recipient and
its Products. Provider shall perform market research with respect to the Products in order to anticipate and satisfy clients and customers needs. 
 Provider
shall promote the products among clients providing constant and updated information regarding the Products and the benefits of same. In order to comply with this Service, Provider shall deliver and provide clients with samples, leaflets, brouchures
and other promotion material Provider deems convenient. In order to comply with this Service, Provider shall also grant scholarships to doctors for medical education and training. 
 Advertising 
 Provider shall provide Recipient all advertising Services related to the Products. In this respect,
Provider shall develop, by itself or through third parties, all ad campaigns of the Products and carry out all necessary and convenient activities in order to advertise the Products. Recipient shall give written authorization to all advertising
campaigns before they are communicated to the public or to clients. 
 Authorities 
 Provider shall submit to Recipient all and any requests from pertinent authorities regarding the Services rendered. In case any filings or presentation have to be made with the authorities or any documents executed in
relation to the Services, Recipients shall sign those presentation and/or filings. Recipient shall remain responsible before any pertinent authority or third party with respect to any claim or liability arising from the Services. 
  

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 Cost 
 Cost of
Services shall be charged each month at a fixed amount of ARS 409,084. 
 Term: Until the Health Authorities of Argentina grant Provider
authorization to be the owner of the Products and the resulting transfer of Products from Recipient to Provider becomes effective. 
 Early Termination
of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services
being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services
shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Bristol-Myers Squibb Argentina S.R.L. 
 Provider: Mead Johnson Nutrition S.R.L.

 Point of Contact, Recipient: José Colina 
 Point of Contact, Provider: Maria Angélica Bilek 
 Payment Terms: All payments due within thirty (30) days
of receipt of invoice by Recipient. 
  

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 SCHEDULE 35 
 PHASE 2 SERVICES PROVIDED BY BMS – ARGENTINA 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Global Customs and Trade Function 

Provide information related to tariff classification for products imported and exported. 
 Importation and Customs Clearance 
 Upon notification of an incoming shipment of Products by Recipient, Provider shall
inform the local customs clearance agent of the incoming shipment and shall forward the related documentation to such agent. Upon entry of the Products into Argentina, Provider shall arrange for such agent to submit customs clearance documentation,
using tariff codes supplied by Provider, in order to enable release of the Products by customs. Signature of documents shall be performed by the Technical Director in function for each product. 
 Broker Resolution of Product Release Delays 
 Provider shall, upon
notice and instruction from Recipient, instruct its broker to handle and resolve any issues delaying release of the Products. 
 After-Sales Service 

 Provider shall make available its existing call centers and toll-free telephone numbers to serve as the primary point of contact for adverse event reports
and customer complaints. Recipient shall be solely responsible for the management and resolution of any adverse event reports and customer complaints, which shall be performed in accordance with all applicable Laws and good industry practice.
Recipient shall be responsible for the implementation of any required product recalls and associated communications. 
 Ministry of Health Audit
Attendance 
 Act as Technical Director for vitamins products in front of Ministry of Health. 
 Quality Control 
 Physical inspection, analytical testing for raw
materials and finished goods, stability testing and product release activities for vitamins in Argentina. 
  

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 Distribution, Dock & Logistics 
 The Provider under its agreement with the third-party logistics provider shall be responsible for the managing commercial aspects, order picking, credit limits, discounts grids and generation of letters of credit /
debit. 
 The Provider shall also be responsible for inspections and monitoring related to the management of the third-party logistics provider such as
billing, customers management, allowance of limits and conditions, release of orders for billing and Credit/Commercial Control, analysis of DOI’S / DOS, bad debt. 
 Additionally, the Provider shall be responsible for the burden of special orders and turnover in BPCS and the distribution of samples and promotional material. 
 Transportation 
 Provider shall manage all logistics for inbound,
freight-to-customer and freight-to-warehouse transportation, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices,
codes and standards for Business distribution operations services, and in accordance with all applicable Laws; provided that Recipient shall bear all risk of loss or shrinkage of goods during transit and shall have the sole responsibility for
insuring such goods. In addition to the costs set forth below relating to the Services contemplated by this Schedule, Provider shall invoice Recipient for the actual costs of freight, out-of-pocket handling fees and inventory taxes incurred by
Provider in performing the Services described in this paragraph. 
 Warehousing 
 Provider shall store and maintain product inventory related to customer shipments to meet demand, subject to being provided with Products, in a manner consistent in all material respects with past practices, its usual
policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for Business distribution operations services, and in accordance with all applicable Laws; provided that
Recipient or its Affiliates shall hold title to Business inventories and Recipient shall assume full responsibility for losses or shrinkage other than to the extent due to Provider’s or its Affiliates’ gross negligence or willful
misconduct. Upon the date of termination of the Services described in this paragraph, should Recipient choose to dispose of rather than transfer any remaining inventory, Recipient shall be responsible for all associated disposal costs. Provider
shall further ensure that all products in its warehouses are stored using Good Distribution Practices (GDP) in order that, among other things, inventory is free of insects, rodents or dust, and that cases are properly sealed to avoid damage.

 Returns Processing (including product destruction) 
 The Provider, under its agreement with the third-party logistics provider shall be responsible for collecting the returned units, subject to authorization by the sales representatives of both the Distributor and MJN Sales Administration.

 Every return that enters must be properly documented by the TPLP and sent to the supplier. The Provider shall wait for the result of the analysis of QA /
QC to determine the final destination of the goods returned and process the return in the sales system. Depending on the outcome of the analysis TPLP should issue the corresponding credit note. 
  

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 The destruction of products will be done in accordance with the destruction of products rules manual. 
 Credit and Collection 
 The Provider shall have control of DOI and
commercial conditions update. 
 Office Occupancy and Facilities Services 
 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in
areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies,
cafeteria/catering access and Services, health and safety Services, physical security, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, space planning, mail Services,
conference Services and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with
respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of
employees in such License Area): 
  

	 	•	 	 Up to twenty-one (21) employees and one (1) independent contractor in Buenos Aires, Argentina. 


 Tender Support and Administration 
 Provider shall support tender
applications, administration and compliance in jurisdictions in which Recipient requires support from the Seller for such processes due to “legal entity requirement” restrictions under applicable Law. Such Services shall include the
preparation of legal entity documentation such as financial statements, bid bonds and local supplier licenses and, where applicable, bid preparation and bid process management. 
  

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 Supply Chain and Production Planning 
  

	1.	Forecast analysis and upload into BPCS system. 

  

	2.	Data Management: validation and maintenance of the BPCS planning parameters. 

  

	3.	Production Planning based on the market replenishment requirements: run the Manufacturing Production Schedule (MPS) and Material Requirement Planning (MRP).


  

	4.	Production Scheduling and its negotiation with the Third Party Manufacturer (TPM): 

 - Production Orders release and tracking of raw materials. 
 - Creation of Manufacturing Documentation and
secure timely delivery of raw materials to TPM (60 days prior to requested date). 
 - Purchase Order release of TPM services aligned with
Production Order 
  

	5.	Finished Goods and Raw Material management and ordering process: 

 - Support to Purchase Orders release process and expediting of Raw Materials. 
 - Inventory Control for component materials at TPM

 - Monitoring of obsolescence 
 - Tracking and coordination of the retesting activity of materials with QA/QC. 
 Other Services 
 Provider shall provide the following Services to Recipient: attend pending legal disputes, Business controls, internal controls, SOX management and payment of financial
operations tax. 
 Cost 
 Cost of Services shall
comprise a charge each month (a) at a fixed amount of ARS 119,972, (b) 20% of Provider’s cost from warehousing and Globalfarm (or subsequent third-party logistics provider) and (c) as per the value invoiced by Transfarmaco (or
subsequent logistics operator). 
 Term: 
 From the
date that Health Authorities of Argentina grant Provider authorization to be the owner of the Products and the subsequent transfer of products from Recipient to Provider becomes effective (the “Product Transfer Date”) until the date that
is twenty-four (24) months after the Separation Date, provided that such date is not earlier than the Product Transfer Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a
maximum of an additional twelve (12) months. 
 Early Termination of Services: Termination at any time upon 90 days’ prior written
notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Upon the early termination of any Service(s) in
this Schedule, Early Termination Fees equal to 75% of the cost of such Services shall be charged to Recipient for three (3) months. 
 Recipient: Mead Johnson Nutrition S.R.L. 
 Provider: Bristol-Myers Squibb Argentina S.R.L. 
  

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 Point of Contact, Recipient: Maria Angélica Bilek 
 Point of Contact, Provider: José Colina 
 Payment
Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 36 
 SERVICES PROVIDED BY BMS – CHINA 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Office Occupancy and Facilities Services 

 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk
space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as
telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning
Services, grounds/landscape management, space planning, mail Services, conference Services and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated
jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that
physical space capacity exists to accommodate such greater number of employees in such License Area): 
  

	 	•	 	 Up to 40 employees on 4F, Fu Xing Plaza, 109 Yan Dang Road, Shanghai, P.R. China. Total space allocation to Recipient is 446.54 out of 4157.21 square meters which
is approximately 10.74% of the total office space. 


 Cost 
  

	•	 	 Office rental cost per month is CNY 74,298 inclusive of the following rooms: 


  

	 	•	 	 1 director room 


  

	 	•	 	 5 manager rooms 


  

	 	•	 	 22 cubicles of 2.5 square meter per cubicle 


  

	 	•	 	 2 sales rooms of 140 square meter per room 


  

	•	 	 The following office expenses are allocated to Recipient based on a percentage of the total usage of the items on a monthly basis. The percentage is based on the
total space occupied by Recipient, which is approximately 10.74%. 


  

	 	•	 	 Photocopy paper 


  

	 	•	 	 Office consumables 


  

	 	•	 	 Office stationary 


  

	 	•	 	 Plant and office decorative 


  

	 	•	 	 Carpet cleaning 


  

	 	•	 	 Furniture cleaning 


  

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	 	•	 	 Drink and purified water 


  

	 	•	 	 Office cleaning detergent 


  

	 	•	 	 Disposable cup 


  

	 	•	 	 Cleaner salary 


  

	 	•	 	 Office maintenance 


  

	 	•	 	 Voice and data system maintenance 


  

	 	•	 	 Photocopy machine maintenance 


  

	 	•	 	 Building maintenance 


  

	 	•	 	 Office security system maintenance 


  

	•	 	 The following office expenses are allocated to Recipient based on actual usage by Recipient on a monthly basis. 


  

	 	•	 	 Office security tag 


  

	 	•	 	 Car parking in the office building 


  

	 	•	 	 Courier services 


  

	 	•	 	 Phone usage 


 Term: 
 From the date of the completion of the exercise of the Put Right or the Call Right, as those terms are defined in the China Services Agreement, dated on or about the date
of this Agreement between BMS and MJN, until May 31, 2010. 
 Early Termination of Services: 
 Termination at any time upon (30) days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of
any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) one (1) month after termination or (ii) the expiration
of the Term of this Schedule. 
 Recipient: Mead Johnson Nutritionals (China) Ltd 
 Provider: Bristol-Myers Squibb (China) Holding Ltd 
 Point of Contact, Recipient: Wendy Tsang 
 Point of Contact, Provider: Corinna Wan 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 37 
 SERVICES PROVIDED BY BMS – HONG KONG 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Local Non-Inventory Purchasing 
 Provider shall provide local non inventory purchasing system processing, including the conversion of purchase requisitions into orders based on Recipient approval in the
system and the entry of information to record requested changes, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary
practices, codes and standards for Business procurement, and in accordance with all applicable Laws. 
 Provider shall provide system processing, including
(1) the conversion of purchase requisitions into orders based on Recipient approval in the system and (2) the entry of information to record requested changes. 
 Supplier Support Service 
 Provider shall provide the supplier support Service, including annual preferred suppliers
evaluation and negotiation, supplier relationship management, the resolution, and communication of suppliers issues, approval of new suppliers, and to monitor that all parties are complying with the terms of the purchase contract. 
 Sourcing & Bidding 
 Provider shall provide the indirect
sourcing and bidding Service, including the establishment of purchase SOP, exceeding bidding threshold according to local SOP. Provider shall seek eligible suppliers, communicate requirements to suppliers, solicit supplier proposals, negotiate
price, terms, conditions and performance metrics with suppliers. 
 Cost 
 Cost of Services shall be charged each month at a fixed amount of HKD 20,196. 
 Term: 
 Until the date that is twenty-four (24) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior
written notice, up to a maximum of an additional twelve (12) months. 
  

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 Early Termination of Services: Termination at any time upon 90 days’ prior written notice.
Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with
the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months
after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead Johnson Nutrition (Hong Kong) Limited

 Provider: Bristol- Myers Squibb Pharma (HK) Limited  
 Point of Contact, Recipient: James Guo 
 Point of Contact, Provider: Doreen Chu 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 38 
 SERVICES PROVIDED BY MJN – HONG KONG 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Local Accounting Order-to-Cash (OTC) Services

 Local provider shall provide accounting OTC function Services of billing invoices, processing of customer deductions, order processing (manage order
input in system), monthly gross to net sales adjustment, and miscellaneous Services - perform inventory receiving function in the BPCS system, inventory reconciliation between BMS system and distributors’ reports, request for inventory request
approval, provide support for inventory revaluation and provide support for inventory sub system requirement as described further below. 
  

			
	 Service
	  	 Description

	Billing of invoices reflective of all promotion and other allowances offered and collection of said billing	  	 Billing Invoices
  
 Provider shall be responsible for the billing of invoices reflective of all promotion and other allowances offered, based on Provider’s authorized pricing as in
effect as of the Separation.

		
	Processing of all customer deductions for returns, price and promotion allowances, coupons and other such chargebacks	  	 Processing of Customer Deductions
  
 All customer deductions for returns, price and promotion allowances, coupons and other such chargebacks, during the Term shall be processed by Provider, with the
liability for such claims allocated as set forth in the International Asset Purchase Agreement between Bristol-Myers Squibb (Hong Kong) Limited and Bristol-Myers Squibb Pharma (HK) Limited, dated January 31, 2009. A joint communication shall be
distributed to customers from Recipient and Provider to clearly delineate the dates when: (a) the liability for claims transfers to Recipient and (b) Provider’s responsibility for collecting and processing ends (at the end of the Term). In
order to preserve auditing trails, customer deductions occurring after the Term should be handled directly with each customer and not between Recipient and Provider.

		
	Manage all order input, processing, filling, invoicing and shipment functions.	  	 Order Processing (Order-to-Cash)
  
 Provider shall manage all order input, processing, filling, invoicing and shipment functions. All orders shall be processed as per existing metrics. Subject to product
availability, Provider shall ensure that the period between its receipt of an order from a customer and the customer’s receipt of the ordered products, or “customer service cycle time”, shall be consistent with historical trends.
Provider and Recipient


  

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	 Service
	  	 Description

		  	shall work together to develop a transition plan to seamlessly transition order management and order fulfillment so that no later than the date of the termination of the Services described in
this paragraph all orders are being managed and fulfilled by Recipient; provided that Provider shall not be responsible for providing such Services after the expiration of the Term if such transition plan does not result in Recipient managing
and fulfilling all orders of the Business.
		
	Monthly sales accruals and cash discount calculations	  	 •        Perform monthly sales accruals and cash discount calculations

		
	Miscellaneous	  	 •        Perform inventory receiving function in the BPCS
system
  
 •        Inventory reconciliation between Recipient’s system and distributors’ reports
  
 •        Request for inventory variance approval
  
 •        Provide support for inventory sub system requirement
  
 •        Provide support for inventory revaluation


 Office Occupancy and Facilities Services 
 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”)
located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office
supplies, cafeteria/catering access and Services, health and safety Services, physical security, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, space planning, mail
Services, conference Services and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided
that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater
number of employees in such License Area): 
  

	•	 	 Up to thirty-five (35) employees in New York Life Tower, Causeway, Hong Kong 


 Cost 
 Cost of Services shall be charged each month at a fixed amount of $238,073. 
 Term: 
 Office Occupancy and Facilities Services:
Until the date that is twelve (12) months after the Separation Date. However, notwithstanding the previous sentence, Office Occupancy and Facilities Services will terminate on December 31, 2009. 
 Local Accounting Order-to-Cash (OTC) Services: Until the date that is twenty four (24) months after the Separation Date, with Recipient to have the
right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months. 
  

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 Early Termination of Services: Termination at any time upon 90 days’ prior written notice.
Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with
the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months
after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Bristol- Myers Squibb Pharma (HK) Limited 

Provider: Mead Johnson Nutrition (Hong Kong) Limited 
 Point of Contact, Recipient: Suwanty Ng for OTC 
 Point of Contact, Provider: Ada Cheung for Office Occupancy; James
Guo for OTC 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 39 
 SERVICES PROVIDED BY MJN – MALAYSIA 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Distribution Agreement with DKSH Malaysia Sdn Bhd

 Addendum 6A signed on or about 29 August 2005 to the Regional Distribution Agreement dated 18 June 2004 entered into between Provider and
DKSH Malaysia Sdn Bhd shall not be assigned by Provider. Provider shall continue as the party to Addendum 6A for 2009. 
 Partnership Agreement with
Sanofi-Aventis Malaysia Sdn Bhd 
 Partnership Agreement dated 1 October 1999 entered into between Provider and Sanofi-Aventis Malaysia Sdn Bhd shall
not be assigned by Provider. Provider shall continue as the party to the Partnership Agreement and will act in such capacity pursuant to the instructions and direction of the Recipient (including, but not limited to, any termination or transfer of
the Partnership Agreement). 
 Agreement on Inter-Company Reimbursement of R&D Expenses 
 The Agreement on Inter-Company Reimbursement of R&D Expenses dated April 1, 2007 between Provider and recipient shall not be assigned by Provider. Provider shall
continue as party to the agreement. 
 The Provider shall continue to carry out on behalf of the Recipient such pharmaceutical research and development
Services as may be agreed upon by the parties from time to time. 
 Product Registration and Import Licenses 
 Provider shall continue to hold and maintain the list of Pharmaceutical product registration licenses and import licences registered by Provider to date and undertake
responsibilities incidental to a product registration or import license holder under the laws of Malaysia after the name change of the existing legal entity in Malaysia takes effect (“Name Change Date”). Such responsibilities shall include
the continued employment of a qualified pharmacist by Provider. The pharmacist shall support the compliance with the responsibilities required of a product registration and import license holder under the laws of Malaysia, including the obligations
for product complaints and recalls of products. Provider is not required to apply for any product registration license. Recipient will provide all information, documentation and reasonable cooperation to Provider necessary for the maintenance and
validity of the product registration and import licenses. The Recipient may require the Provider to transfer to a nominee or to terminate any product registration or import licenses and Provider agrees to take such action as may be required to
effect such transfer or termination to the extent the action is in compliance with applicable laws. 
  

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 Clinical Trial License 
 Provider will also hold the Clinical Trial Import License for all on-going clinical trials. Recipient will provide all information, documentation and reasonable cooperation to Provider necessary for the maintenance and validity of the
Clinical Trial Import License. 
 Employees Retained by Provider 
 Provider shall continue to employ twenty five (25) of Recipient’s employees, including the one (1) pharmacist mentioned above. These employees shall come under the payroll of the Provider. 
 Provider shall make payment of sales incentives to the Baraclude sales team based on the computation provided by Recipient. 
 Finance Services 
 Consistent with the scope of Provider’s
finance Services as of the Separation Date, the Provider shall continue to provide tax, company secretary, legal entity administration, bank account maintenance, financial reporting, and internal control services. 
 Third-Party Financial Services 
 Consistent with the cost-sharing
arrangement between the Provider and the Recipient prior to the closing date, the Provider shall continue to allocate costs to the Recipient from the third-party providers that provide tax and audit services to the legal entity. 
 Vendor Contracts 
 Provider shall extend or cancel any existing vendor
contracts for Services required by Recipient. Recipient will reimburse the Provider for any such vendor payments associated with contract termination. 
 Office Occupancy and Facilities Services 
 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to
use and occupy an office or desk space/workstation (a “License Area”) located in areas of buildings leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential
Services such as telephone Services, LAN access, utilities, general office supplies, health and safety Services, physical security, fax/copy machine access, reception Services, cleaning Services, space planning, mail Services, conference Services
and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each
jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such
License Area): 
  

	 	•	 	 Up to 25 employees in Level 17, Menara Lien Hoe, Malaysia. 


  

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 Services provided by the Recipient employees retained by the Provider 
 Any and all Services required to conduct the Recipient’s pharmaceutical business, including but not limited to; 
 Demand Forecasting 
  

	 	•	 	 Carry on the demand forecasting, uploading of the forecast in Manugistics and placement of orders with its various source points. 


 Warehousing 
  

	 	•	 	 Store and maintain product inventory at the Recipient’s distributor warehouse in a manner consistent with the Regional Distribution Agreement dated
18 June 2004 entered into between Provider and DKSH Malaysia Sdn Bhd. Upon the date of termination of the Services described in this paragraph, should Recipient choose to dispose of rather than transfer any remaining inventory, Recipient shall
be responsible for all associated disposal costs including the cost of the unsold inventory. 


 Billing Invoices 

  

	 	•	 	 Billing of invoices reflective of all discounts offered, based on Recipient’s authorized pricing as in effect as of the Closing. Provider also shall continue
the collection of said billing during the Term. 


 Maintain pricing, item master, and customer master files

 Processing of Customer Deductions 
  

	 	•	 	 Process all customer deductions for returns, institutional discounts as set forth in the distribution Agreement. 


 Management of credit risks 
  

	 	•	 	 Perform all credit Services consistent with recipient policies and procedures existing as of the Separation. All credit risk for bad debt and/or non-payment of
accounts receivable shall be the responsibility of Recipient. 


 Audit of cycle counting process 
  

	 	•	 	 Perform audits/observation of inventory cycle counts at distributor warehouse. 


 Monthly sales accruals and discount calculations 
  

	 	•	 	 Record any required accruals each month, and perform discount calculations. 


 Returns processing (including product destruction) 
  

	 	•	 	 Enforce the returned goods and recall policies of Recipient and work with existing third-party providers of returned related services. 



 

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 Sanofi JV 
  

	 	•	 	 Perform the accounting and reporting related tasks to account for the share of joint venture profits attributable to the Recipient. Provider shall also reimburse
the joint venture partner for a share of the salesforce expenses. Any repatriation of funds from the joint venture shall be remitted back to the Recipient net of expenses. 


 Accounts Receivable and Accounts Payable 
 All the accounts
receivable, accounts payable, and the remainder of the balance sheet will be completely liquidated by December 2009. Accounts receivable, accounts payable, or other items on the balance sheet that have not been collected or paid by 31st Dec 2009,
the Provider and Recipient shall agree on the appropriate extended period of time to collect or pay all balances. 
 Human Resources Administration
(employment related issues) 
 Provider will ensure that the onboarding process for new employees is in place, including record set-up, initiating the
onboarding process and confirming payroll and benefits enrollment, and providing initial orientation and training. Provider will provide authorization and tracking mechanisms for absence management, absence (including sick absence) authorization and
recording, time and attendance tracking, annual leave / annual vacation, maternity and paternity leave, and other paid and unpaid leaves of absence authorization and tracking. Provider will implement employee termination / transfers, employee
relocations and international assignments / transfers. Provider will update the IDR (International Data Roster) System on behalf of the Recipient through September 2009. 
 Internal HR Communications Support 
 Provider will provide assistance with the translation, printing and distribution
of internal HR employee communications, including access to translation service providers, on behalf of Recipient. 
 HRIS System 
 Provider will maintain access to and technical support for local HRIS systems and IDR on behalf of the Recipient. 
 Medical Service Administration 
 Provider will provide Occupational
Health Services, including nurses where applicable, on behalf of the Recipient. 
 HRIS Data Maintenance 
 Provider will maintain Recipient employee data in local HRIS System via manual key and/or maintain access to employee/manager self service. 
 Provider will discontinue use of Recipient’s IT solutions according to Recipient’s HRSD implementation plan. 
  

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 Employee Relations 
 Provider will manage and handle, subject to the Recipient’s direction, the employee/industrial relations process, works council process, discipline/employee grievance process and redundancy/severance processes on behalf of the
recipient. 
 Cost 
 Finance/ Office
Services/Third-Party Financial Services/ HR services 
 The cost of Finance ($806.00/mo.), Office Services ($826.00/mo.), Third-Party Financial Services
($300.00/mo.) and HR services ($654.00/mo.) shall accrue each month at a fixed amount of $2,586 between Separation Date and December 31, 2009 (dates inclusive). 
 Between January 1, 2010 and until the termination of all Product Registration License Services, the cost of Finance, Office Services and HR services shall be charged each month at a fixed amount of $71.
 
 Term 
 Product Registration and Import
License – Up to 18 months from Separation Date. 
 Clinical Trial License – Up to 2 years from Separation Date. 
 Employees retained under Provider – Up to and including 31 December 2009. 
 Pharmacist retained under Provider – Until the termination of all Product Registration License Services (including any extension thereof). 
 Office Occupancy and Facilitates Services – Up to and including 15 September 2009. 
 Finance & HR Service – Until the
termination of all Product Registration License Services (including any extension thereof). 
 Early Termination of Services: Termination at
any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such
terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Bristol Myers Squibb (Singapore) Pte. Ltd. 
 Provider: Mead Johnson Nutrition
(Malaysia) Sdn. Bhd. 
 Point of Contact, Recipient: Beth Marasigan 
 Point of Contact, Provider: Andy Rusie 
 Payment Terms: The settlement for the costs of these
Services in the calendar year 2009 will be part of the purchase price adjustment to the Share Purchase Agreement between BMS Pharmaceuticals International Holdings Netherlands B.V. and Mead Johnson Nutrition Holdings (Singapore) Pte. Ltd for the
latter’s purchase of shares of Mead Johnson Nutrition (Malaysia) Ltd. All payments for Services rendered after the calendar year 2009 due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 40 
 SERVICES PROVIDED BY MJN – PHILIPPINES 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services that will be Provided by Provider 
 Agreement with
Third Party Manufacturers (TPM) 
 The agreement signed on 29 May 2007 entered into by Bristol-Myers Squibb (Phils.) Inc. and Hizon Laboratories for
the scope of services benefiting the Recipient’s business shall be continued by the Provider until 31 December 2009. 
 The agreement signed on
23 September 1992 entered into by Bristol-Myers Squibb (Phils.) Inc. and Hizon Laboratories exclusively benefiting the Recipient’s business shall be continued by the Provider until 31 December 2009. 
 The agreement signed on 9 November 1999 entered into by Bristol-Myers Squibb (Phils.) Inc. and InterPhil benefiting the Recipient’s business shall be continued
by the Provider until 31 December 2009. 
 The binding MOU dated 28 April 2004 and made between Bristol-Myers Squibb (Phils.) Inc. and Cardinal
Health Australia 401 Pty Ltd benefiting the Recipient’s business shall be continued by the Provider until 31 December 2009. 
 While Provider will
continue the above mentioned TPM contracts, the Recipient shall be responsible for managing the operational requirements. 
 The Recipient shall use best
efforts to ensure that after 30 September 2009 no transactions are entered under any of the above agreements. 
 The Recipient may require the Provider
to terminate or assign the aforementioned contracts. Provider shall agree to take such action as may be required to effect the termination or transfer in compliance with applicable Laws. The Provider, however, shall not be held responsible for any
legal action that could potentially arise upon termination of the above mentioned TPM contracts. 
 Product Registration Licenses for TPM 

Provider shall continue to hold and maintain the pharmaceutical product registration licenses of the Recipient for products that are sourced from third party
manufacturers until 31 December 2009. 
 Provider is not required to make applications of product registrations for the reason that all product
registrations for products sourced from third parties are still valid in 2009. Recipient will provide all information, documentation and reasonable cooperation to Provider necessary for the maintenance and validity of the relevant product
registration licenses. Recipient will make the actual filing, processing of documentation and resolve any issues that may arise with the registrations. 
  

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 The Recipient may require the Provider to terminate or assign any product registration license and Provider agrees to
take such action as may be required to effect the termination or transfer in compliance with applicable Laws. 
 A third party service provider, commissioned
by the Recipient, will be responsible for the necessary product registration documentation for some products (Tempra Tabs and Tempra Forte Tabs) which the Recipient recently filed for source changes. This is expected to take place by third quarter
to fourth quarter of 2009. Provider’s role will be limited to the endorsement of such product registration licenses. 
 In the event of any
Pharmacovigilance issue or action that would potentially carry a liability, legal or otherwise, Provider shall not be held responsible and the corresponding cost shall be charged by MJN to BMS. 
 EHS Services 
 The Provider shall continue to provide Oncology
(Product) returns and waste handling; storage and disposal; and regular Pharma waste disposal until 31 December 2009. 
 Supply Chain Services to
support Interphil 
 The Provider shall continue to provide the following Supply Chain Services on behalf of the Recipient: Ordering of Raw Materials and
Packaging Materials for Interphil Laboratories. 
 Quality Assurance Services 
 The Provider shall maintain the following Quality Assurance Services for the Recipient: 
  

	 	a.	TPMs - Hizon and Interphil 

  

	 	•	 	 Audit Quality Systems, including monitoring and verification of corrective and preventive actions until closed 


  

	 	•	 	 Review and approve changes - procedures, specifications, equipment, manufacturing/packaging systems, and support processes 


  

	 	•	 	 Provide stability protocol 


  

	 	•	 	 Monitor and evaluate stability data 


  

	 	•	 	 Retain, maintain, and destroy records with TPMs and Lane movers 


  

	 	•	 	 Request reference standards 


  

	 	•	 	 Provide evaluation and disposition in the event of any deviation in operations 


  

	 	•	 	 Handle customer complaints - approve of investigation, and corrective and preventive action monitoring, verification and closure (communication directly to the
complainants will be handled by Pharmalink) 


  

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	 	•	 	 In the event of any product recall, coordinate, monitor and report involved quantities (actual recall will be done by Pharmalink) 


  

	 	•	 	 Return inspection and evaluation if intended to put back to shelves 


  

	 	•	 	 Annual Product Review evaluation and coordination of payment 


  

	 	•	 	 Coordinate regulatory updates 


  

	 	•	 	 Monitor, coordinate, and approve process and packaging validation and qualification 


  

	 	•	 	 Packaging development and directions 


  

	 	•	 	 Coordination and QA contact for any quality issues 


  

	 	b.	Hizon 

  

	 	•	 	 Vitamin E capsules: 


  

	 	•	 	 Coordination with ZPC for transfer of stability samples and monitoring of testing frequency for Hizon’s testing 


  

	 	•	 	 Release of packaging materials 


  

	 	•	 	 Release of bulk and finished goods 


  

	 	•	 	 Ceetrus products: 


  

	 	•	 	 Release of finished goods 


  

	 	c.	Interphil 

  

	 	•	 	 Tempra tablets 


  

	 	•	 	 Release of raw and packaging materials 


  

	 	•	 	 Release of finished goods 


  

	 	•	 	 Penbid, Pentabs and Vitamin E cream 


  

	 	•	 	 Monitoring and evaluation of stability data 


  

	 	d.	Distributors 

  

	 	•	 	 Quality Systems audit including monitoring and verification of corrective and preventive actions until closed 


  

	 	•	 	 Coordination and QA contact for any quality issues 


  

	 	e.	Project team lead for the transfer of Tempra tablets from Interphil to BMS Indonesia 

  

	 	•	 	 Coordination with BMS Indonesia team and local BMS team 


  

	 	•	 	 Packaging development and directions 


  

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	 	•	 	 Manufacturing/Packaging specifications and instructions including approval of punches and dies 


  

	 	•	 	 Transport test protocol review and approval 


  

	 	•	 	 Regulatory updates 


 General Accounting

 Provider shall provide general accounting Services, fixed and intangible asset accounting, accounts payable and disbursements, tax, master data
maintenance and miscellaneous accounting Services excluding APFSS/Accenture Service covered in Schedule 1. 
 Provider shall provide collection Services,
account receivable Services for account receivables and payment services for accounts payable in accordance with the terms and conditions of sale and purchase respectively. Net balance will be remitted back to BMS on a monthly basis. All the
accounts receivables, accounts payable, and the remainder of the balance sheet will be completely liquidated by 31 December 2009. Accounts receivable, accounts payable, or other items on the balance sheet that have not been collected or paid by
31 December 2009, the Provider and Recipient shall agree on the appropriate extended period of time to collect or pay all balances. 
 Office
Occupancy and Facilities Services 
 Provider shall provide Services on office building, cafeteria, furniture and fixtures; fire insurance on office
building, machineries and equipment, inventories and others; real property tax on the entire property; non professional fees such as contracted services for messengers, janitorial, equipment calibration, pest control, HVAC and locator maintenance
service fees and other government permits and inspection fees; repairs and maintenance of non-plant building and grounds; repairs and maintenance cost of machineries and equipment such as air-conditioning system, compressed air system, water and
boiler system, emergency power and electrical system; telephone charges on company trunk lines; water, gas and fuel; electricity charges. 
 Such Services
shall be provided in a manner consistent with the scope of Provider’s office occupancy and facilities services as of the Separation Date. 
 Records
Management 
 Provider shall continue to provide records management. 
 Outsourced Personnel to support activities related to Third Party Manufacturers 
 Two (2) of Provider’s employees on the WWMG
transition team, upon severance will be transferred to an outsourced contract services provider, Corporate Executive Search, from 01 June 2009 until 31 December 2009. These two (2) individuals shall carry on with any or all Services
required to conduct the Recipient’s business related to third party manufacturers. 
 Scope of Services that will be provided by the two contractors:

 Finance scope of Services will include: order entry; billing invoices; accounting; intercompany transactions; payables; financial
reporting; all internal control services related to Recipient’s business. 
  

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 Supply Chain scope of Services will include: 
  

	 	a.	Inventory Planning and Control  

  

	 	  	S&OP Forecast 


	 	  	Translate S&OP forecast requirements into production and inventory plans 

  

	 	b.	MRP- Materials Resources Planning  

  

	 	  	Generates MPS (Master Production Schedule) through BPCS 


	 	  	Firms up planned orders inside 120 days horizon in BPCS (MRP) 


	 	  	Analyzes current supply situation of raw and packaging materials TPM 


	 	  	Coordinates with Purchasing on Purchase Order issuances 


	 	  	Follows up Purchasing on stocks delivery dates 


	 	  	Coordinates deliveries in warehouses sites and suppliers 


	 	  	Coordinates and follow up TPM releases 

  

	 	c.	Receipt of Raw and Packaging Materials  

  

	 	  	Receives, monitors and files receiving report sent by Hizon and Interphil for RM/PM 


	 	  	Coordinate with PSG actual encoding of RR in BPCS 


	 	  	Monitor and follow-up QA regarding on-time releases of RM/PM 


	 	  	Schedule delivery date of RM/PM with supplier and TPM 

  

	 	d.	Actual Production at TPM (Redressing and Manufacturing)  

  

	 	  	Monthly agreement on FG requirements and due dates (Hizon, Interphil) 


	 	  	Generates SO for products to be manufactured for the cycle month 


	 	  	Initiates actual finished goods transfers from TPM to ZPC 


	 	  	Ensure completeness of documents (COA, DR, RR, TPM report, SO, BC, etc...) 


	 	  	Ensure ontime BPCS actual rm/pm usage versus SO 


	 	  	Ensure QA releases of stocks delivered to Zuellig 


	 	  	Closes shop orders 


	 	  	File documents to folder 

  

	 	e.	Payment to TPM  

  

	 	  	TPM forwards invoice to Planning 


	 	  	Validates and confirms from TPM monitoring sheet/BPCS PO 


	 	  	Approves payment/VISTA (non PO charges) testing 

  

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 Insurance Coverage of Inventory at Third Party Warehouses 
 The Provider shall maintain the Insurance Coverage for the Recipient’s Inventory sitting at Third Party Warehouses until 31 December 2009. 
 Order-to-Cash (OTC) Services by APFSS-mapped Staff 
 OTC Services
provided by one (1) headcount mapped to APFSS. The said employee will remain in OTC representing the Recipient in the region; The scope of services will include: Processing of the relationship with Recipient’s independent distributor
(Zuellig Pharma); Processing of Debit and Credit notes; Reviewing and validation of rebates and obtain approval; Cash application (check on segregation) in BPCS and SAP; Monitor accounts in SAP sourcing points; Work with Satellite markets- Taiwan
and Malaysia for DKSH understanding; Work with A. Young (Australia) to re- process standardizations and improvements; Develop understanding to support other markets and vice versa. 
 Other Provisions 
 Product Returns and Recalls 
 Provider shall enforce the returned goods and recall policies of the Business and work with existing third-party providers of returns-related services. 
 Vendor Contracts of the Recipient 
 The Recipient’s transition
team shall cancel any existing vendor contracts for services required by the Recipient. 
 Cost: 
 The parties acknowledge and agree that there will be no charges pursuant to this Agreement for Costs of Services. 
 Term: 
 Third Party Manufacturing Agreements – until
31 December 2009 
 Product Registration Licenses – until 31 December 2009 
 EHS Services – until 31 December 2009 
 Supply Chain Services to Support Interphil – until 31 December
2009 
 Quality Assurance Services – until 31 December 2009 
 General Accounting Services – until 31 December 2009 
 Office Occupancy and Facilities Services – until 31 May 2009 

Records Management – until 31 December 2009 
 Cost of Outsourced
Personnel to Support TPM from 01 June 2009 – until 31 December 2009 
 Insurance Coverage of Inventory at Third Party Warehouse – until
31 December 2009 
 Order-to-Cash Services by Provider employee mapped to FSS – until 31 December 2009 
 Early Termination of Services: Termination at any time upon 30 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of
the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the 

  

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Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to
Recipient monthly until the earlier of (i) one (1) month after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Worldwide Medicines Group Philippines 
 Provider: Mead Johnson Nutrition (Philippines), Inc. 
 Point of Contact, Recipient: Kuru Somasundram- Finance Director, Worldwide Medicines Group 
 Point of Contact, Provider: Edouard Mac Nab- Finance Director, Mead Johnson Nutrition (Philippines), Inc. 
  

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 SCHEDULE 41 
 SERVICES PROVIDED BY MJN – THAILAND 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Financial Services 
 Provider shall provide the financial Services described below, subject to the terms and conditions of this Agreement (including Section 2 hereof). Such Services
shall be provided in a manner consistent with the scope of Provider’s operating procedures and configuration of software systems as of the Closing Date (except as otherwise set forth in Schedule 2). The individuals performing these
responsibilities will be directed and managed by the Recipient. 
  

			
	 Service
	  	 Description

	Local General Accounting	  	 •        Process of journal entries
  
 •        Provide supporting documents to FSS to prepare account reconciliation
  
 •        Coordination of abandoned property filings
  
 •        Processing inbound and outbound information transfers
  
 •        Cost center reporting detail
  
 •        Utilization of data archiving and retention tools
  
 •        Processing of appropriate system access requests and production of security
and audit reports
  
 •        Standard analyses, upon request, of balance sheet or profit and loss statements
  
 •        Support monthly close process
  
 •        Support royalty accounting
  
 •        GOA and DOA maintenance and support
  
 •        Accrual management and accounting
  
 •        Goods in Transit support
  
 •        Statutory reporting
  
 •        External reporting related to government, SEC, audit and compliance
requirements
  
 •        Coordination of inter-company transactions

		
	Fixed and Intangible Asset Accounting	  	 •        Review construction in progress to ascertain if
expenses are properly classified
  
 •        Monthly reporting
  
 •        Capitalizing closed projects
  
 •        Maintain capital expenditure support
  
 •        Establish Fixed and Intangible assets procedure
  
 •        Perform assets count
  
 •        Review and support capital appropriation request (“CAR”),
lease accounting


  

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	 Service
	  	 Description

	Accounts Payable & Disbursements	  	 •        Processing manual check requests

		
	Financial Reports	  	 Cost Center Reports
  
 Upon reasonable request (but only to the extent such report is provided to the Business prior to the Separation Date in the ordinary course), Provider shall provide
reports that summarize departmental expenses by account, on both a month-to-date and year-to-date basis.
  
 Balance Sheet Reports
  
 Upon reasonable request
(but only to the extent such report is provided to the Business prior to the Separation Date in the ordinary course), Provider shall provide reports for assets and liabilities, indicating change in month-to-month activity as well as current account
balance by profit center and opening balances. In addition, upon reasonable request (but only to the extent such report is provided to the Business prior to the Separation Date in the ordinary course), Provider shall provide trend reports, which
shall be run on a legal entity basis, or on a management basis where certain accounts or portions thereof are allocated between profit centers.
  
 Profit and Loss Reports
  
 Upon reasonable request (but only to the extent such report is provided to the Business prior to the Separation Date in the ordinary course), Provider shall provide profit and loss reports, which shall be run on a
legal entity and a management basis. In addition, upon reasonable request (but only to the extent such report is provided to the Business prior to the Separation Date in the ordinary course), Provider shall provide a profit and loss trial balance,
both with detailed and summary reports, which shall be processed for all profit centers or individually by profit center.
  
 Project Reports
  
 Upon reasonable request (but only to the extent such report is provided to the Business prior to the Separation Date in the ordinary course), Provider shall provide reports that track year-to-date and life-to-date
project spending. Such reports shall be sorted by either project spending and account, or account and project within each account.
  
 Fixed Asset Reports
  
 Upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide fixed asset reports that shall include capital spending
by department, general asset listings, assets within a CAR report, listing of asset retirements, fixed asset tag listing and an asset history sheet (such history sheet shall reflect all activity to the asset: i.e., retirements, disposals/transfer
in/out of depreciation). In addition, upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide a report that isolates CARs that have had no
spending activity in the prior six (6) months and a capital recapitulation report, which classifies a CAR’s


  

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	 Service
	  	 Description

		  	 total spending to date, amount capitalized and amount expensed as well as the amount not yet expensed or capitalized. Lastly, upon reasonable request
(but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide a report that summarizes assets by location.
  
 Other Reports
  

Upon reasonable request (but only to the extent such report is provided to the Business prior to the Separation Date in the ordinary course), Provider shall provide
tie-out reports that compare ledger balances against management system interfaces and an account balance report that indicates detailed transaction activity. In addition, upon reasonable request (but only to the extent such report is provided to the
Business prior to the Separation Date in the ordinary course), Provider shall provide master data change reports, audit reports, a full profit and loss report by product and other reports that are needed to support Management and Statutory
requirements.

		
	Audit	  	Support for Internal and External Accounting inquiries.

 Customs Clearance, Importation and Supply Chain (including transportation to warehouse) 
 Upon notification of an incoming shipment of Products by Recipient, Provider shall inform the local customs clearance agent of the incoming shipment and shall forward the
related documentation to such agent. Upon entry of the Products into Suvarnabhumi Airport and Bangkok (Klongtoey) and Laem cha bang Ports, Provider shall arrange for such agent to submit customs clearance documentation, using tariff codes supplied
by Provider, in order to enable release of the Products by customs. 
 Provider shall coordinate with transportation service providers on all logistics
freight-to-warehouse transportation, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for
Business distribution operations services, and in accordance with all applicable Laws; provided that Recipient shall bear all risk of loss or shrinkage of goods during transit and shall have the sole responsibility for insuring such goods. In
addition to the costs relating to the Services contemplated by this Schedule, Recipient shall take care of the actual costs of freight, out-of-pocket handling fees and inventory taxes directly from the transportation service providers. 

Procurement of Non-Inventory 
 Provider shall provide non-inventory
purchasing system processing, including the conversion of purchase requisitions into orders based on Recipient’s approval system and the entry of information to record requested changes, shall manage the bidding system and shall coordinate and
facilitate the meeting with vendors in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for
Business procurement, and in accordance with all applicable Laws. 
  

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 Office Occupancy and Facilities Services 
 Office Occupancy 
 Provider shall provide (in the nature of a
license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in 388 Exchange Tower, 17th floor Unit no 1703 and 1704, Sukhumvit Road, Klongtoey Sub-district, Klongtoey District, Bangkok Metropolis, which Provider leases and obtains services from the landlord under the
lease agreement and service agreement dated July 24, 2006. Recipient shall comply with terms and conditions of the lease agreement and shall be entitled to service provided by the landlord under the Service Agreement, such as electricity,
water, car park, air-conditioning system, lighting, cleaning and security in the common areas etc. Recipient shall pay the Office occupancy costs set forth below. No more than the following indicated number of employees shall occupy such License
Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License
Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area): 
  

	 	•	 	 Up to forty-one (41) employees in Bangkok Metropolis, Thailand 


 Facilities 
 Provider shall provide to each License Area and the employees using and/or occupying such License Area
essential Services such as health and safety Services, physical security, reception Services, cleaning Services, mail Services, fleet administration, printing and postage, copy machine Services, and management of and access to off-site document
management Services. 
 Cost 
 Cost of Services
shall be charged each month at a fixed amount of THB 1,204,650. 
  

			
	 Service
	  	Monthly Cost
(US$)
	 Financial services
	  	8,067
	 Customs Clearance, Importation and Supply Chain (including transportation to warehouse)
	  	1,340
	 Procurement of Non-Inventory
	  	3,867
	 Office Occupancy
	  	16,170
	 Facilities
	  	5,994
	 Total
	  	THB 1,204,650

 Pursuant to Section 2(f) of the Agreement, no uplift shall be charged for the Office Occupancy Service.

 Term 
 Until the date that is eighteen
(18) months after the Separation Date, except that Office Occupancy will terminate on January 3, 2010. 
  

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 Early Termination of Services: Termination at any time upon 30 days’ prior written notice;
provided that Recipient may not terminate early Office Occupancy. Subject to such proviso, notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other
Services being simultaneously terminated. No early termination condition for office occupancy. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees
equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) one (1) month after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Bristol-Myers Squibb Pharma (Thailand) Ltd. 
 Provider: Mead Johnson Nutrition (Thailand) Ltd. 
 Point of Contact, Recipient: Kimberley Andrews 
 Point of Contact, Provider: Monapha Kongmunwatana 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 42 
 SERVICES PROVIDED BY BMS – INDIA 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Importer of Record 
 Where Provider is the registration holder of record of Recipient product(s), Provider will act as the importer of record on customs clearance documentation. 

Purchasing of Non-Inventory And Services; Purchase Order Input 
 Provider shall provide purchasing system processing, including the conversion of purchase requisitions into orders and the entry of information to record requested changes, shall manage the bidding system and shall coordinate and facilitate
the meeting with vendors in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for Business
procurement, and in accordance with all applicable Laws. 
 Office Occupancy and Facilities Services 
 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a
“License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services,
LAN access, utilities, general office supplies, catering access and Services, health and safety Services, physical security, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services grounds/landscape
management, space planning, mail Services, conference Services and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided
such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity
exists to accommodate such greater number of employees in such License Area): 
  

	 	•	 	 Up to 17 employees in A Wing, Shivsagar Estate, Mumbai, India 


 Cost 
 Cost of Services shall be charged each month at a fixed amount of INR 1,092,567. 
 Term: 
 From the effective date of the Share Purchase Agreement
between Mead Johnson Nutrition Nominees LLC, Mead Johnson Nutrition Holdings (Singapore) PTE. Ltd. and Mr. Manoj Kumar 

  

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Singh, Mr. Vijay Kumar Singh and MJ Nutrition (India) Private Limited until the date that is twenty-four (24) months after the Separation Date,
with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months. 
 Early Termination of Services: Termination at any time upon 30 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this
Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to
75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) one (1) months after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead Johnson Nutrition India Private Limited 
 Provider: Bristol-Myers Squibb India Private Limited 
 Point of Contact, Recipient: Kishore Vora, Finance Manager MJN
India 
 Point of Contact, Provider: Anish Jhavier, Finance Director, BMS India 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 43 
 SERVICES PROVIDED BY BMS – TAIWAN 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Business Finance & Compliance

 Provider shall provide the service of business finance and compliance upon notification by Recipient: 
  

	 	•	 	 Provide business finance service, including management P&L, B/S, CF, OPEX, ANP and Capex analysis. 


  

	 	•	 	 Budgeting, projection, strategic planning and control 


  

	 	•	 	 Campaign, bidding and contract review process 


  

	 	•	 	 Business analysis and planning 


  

	 	•	 	 External audit supporting. 


 Importation and
Customs Clearance 
 Upon notification of an incoming shipment of Products by Recipient Sub, Provider shall inform the local customs clearance agent of
the incoming shipment and shall forward the related documentation to such agent. Upon entry of the Products into agreed harbor in Taiwan, Provider shall arrange for such agent to submit customs clearance documentation, using tariff codes supplied by
Provider, in order to enable release of the Products by customs. 
 Purchase of Inventory 
 Provider shall purchase Inventory required to replace Products sold in connection with the performance of the Services (the “Services Inventory”) from
Recipient, and Provider shall sell such Services Inventory to Recipient, at the applicable transfer price effective between Provider and the Recipient Sub immediately prior to the Closing. 
 Importer of Record for Nutritional Products 
 During the transition
period (after the Separation Date but before Recipient’s product license becomes effective), Provider, as the product licenses owner, shall import the product and transfer to Recipient exclusively per Recipient’s request at a price equal
to actual cost (excluding the cost of goods sold) plus 5%. 
  

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 Transportation 
 Provider shall manage all logistics for inbound, freight-to-customer and freight-to-warehouse transportation, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems
access, procedures and the usual and customary practices, codes and standards for Business distribution operations services, and in accordance with all applicable Laws; provided that Recipient shall bear all risk of loss or shrinkage of goods
during transit and shall have the sole responsibility for insuring such goods. In addition to the costs set forth below relating to the Services contemplated by this Schedule, Provider shall invoice Recipient for the actual costs of freight,
out-of-pocket handling fees and inventory taxes incurred by Provider in performing the Services described in this paragraph. 
 Warehousing

 Provider shall store and maintain product inventory related to customer shipments to meet demand, subject to being provided with Products, in a manner
consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for Business distribution operations services, and
in accordance with all applicable Laws; provided that Recipient or its Affiliates shall hold title to Business inventories and Recipient shall assume full responsibility for losses or shrinkage other than to the extent due to Provider’s
or its Affiliates’ gross negligence or willful misconduct. Upon the date of termination of the Services described in this paragraph, should Recipient choose to dispose of rather than transfer any remaining inventory, Recipient shall be
responsible for all associated disposal costs. Provider shall further ensure that all products in its warehouses are stored using Good Distribution Practices (GDP) in order that, among other things, inventory is free of insects, rodents or dust, and
that cases are properly sealed to avoid damage. 
 Returns & Recalls 
 During the Term, Provider shall enforce the returned goods and recall policies of the Business and work with existing third-party providers of returns-related services. Provider and Recipient shall work together to
develop a transition plan to seamlessly transition returns and recall management and claims processing so that no later than the final day of the Term all returns and recalls are being managed and processed by Recipient. Notwithstanding the
foregoing, the parties acknowledge that after the final day of the Term, returns may continue to come through the Provider returned goods network for a period of time. Recipient and Provider agree that the management of such returned goods shall
continue to be subject to the provisions of this Agreement and its Schedules. 
 Quality Assurance 
 Following receipt of the Products at Provider’s warehouse, Provider shall inspect, analyze and approve the Products and shall prepare the Products for packing with
appropriate legends for government and private use and samples. 
 Office Occupancy and Facilities Services 
 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a
“License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area 

  

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and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies,
office access and Services, health and safety Services, physical security, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, space planning, mail Services, conference
Services and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to
each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in
such License Area): 
  

	 	•	 	 Up to 58 employees in Taipei, Taichung and Kaohsiung, Taiwan. 


 Cost 
 Cost of Services shall be charged each month at a fixed amount of TWD 1,578,526. Any payment made by
Provider on behalf of Recipient will be back-charged to Recipient on actual basis. 
 Term: 
 Until the date that is 18 months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up
to a maximum of an additional twelve (12) months. 
 Early Termination of Services: Termination at any time upon ninety
(90) days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following
the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until
the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead
Johnson Nutrition (Taiwan) Ltd. 
 Provider: Bristol-Myers Squibb (Taiwan) Ltd. 
 Point of Contact, Recipient: Steve Yu 
 Point of Contact, Provider: 
  

			
	 Function
	  	Point of contact
	 Customs Clearance, Supply Chain / Distribution / Environmental, Health & Safety, Quality Assurance, Warehousing
	  	Webber Chen
		
	Administration, Facilities	  	Peggy Yu
		
	Finance Planning	  	Lisa Shen

 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

  

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 SCHEDULE 44 
 SERVICES PROVIDED BY BMS – AUSTRALIA 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Office Occupancy and Facilities Services 

 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk
space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as
telephone Services, LAN access, utilities, waste disposal, pest control, cafeteria/catering access and Services, health and safety Services, physical security, parking and parking lot maintenance, fax/copy machine access, reception Services,
cleaning Services, grounds/landscape management, space planning, mail Services and conference Services. Other property fixed cost such as land taxes, council rates and depreciation charges is prorated and included in the occupancy costs. 

No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided
that, with respect to each jurisdiction indicated below, up to 2 additional employees shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License
Area): 
  

	 	•	 	 Up to 5 employees in Noble Park North, Victoria, Australia. 


 Internal Control & Compliance 
 Provider shall provide the local Internal Control consultation and support SOX testing requirement.
In addition, Provider shall coordinate for the services required for external auditors such as year-end statutory audit and/or general consultation. Provider will also support for any legal entity consultation on an ad hoc basis to Recipient.

 Payroll 
 Provider shall provide payroll Services for
Recipient’s employees. 
 Cost 
 Cost of
services shall be charged each month at a fixed amount of AUD 16,422. 
 Term: 
 Until the date that is eighteen (18) months after the Separate Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional
twelve (12) months. 
  

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 Early Termination of Services: Termination at any time upon 90 days’ prior written notice.
Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with
the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months
after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead Johnson Nutrition (Australia) Pty Ltd.

 Provider: Bristol-Myers Squibb (Australia) Pty Ltd. 
 Point of Contact, Recipient: Jularat Jira-Anankul (Dee) 
 Point of Contact, Provider: Shan Pillai 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 45 
 SERVICES PROVIDED BY BMS – ASIA REGIONAL OFFICES 
 Services Summary Description 

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Regional Internal Controls Support

 Provider shall render internal controls support for Recipient markets in the Asia region through the services of the Provider’s Regional Internal
Controls Manager. Among others, Services will include assistance on markets’ controls risk self-assessment process, implementation and monitoring of SOX compliance processes, internal audit preparations and guidance, key representative to the
technical accounting network, and others. 
 Cost 
 Cost of Services shall be charged each month at a fixed amount of $14,000. 
 Term: 
 Two (2) years from Separation Date. 
 Early Termination of
Services: Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75%
of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead Johnson Nutrition – Asia Regional Office 
 Provider: Bristol-Myers Squibb – Asia Regional Office  
 Point of Contact, Recipient: Kathy
MacDonald 
 Point of Contact, Provider: Ronald Gimbel 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 46 
 SERVICES PROVIDED BY MJN – VIETNAM 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Regulatory Reporting 
 Provider shall provide assistance on 2008 statutory audits. 
 Record
Management 
 Provider should provide storage services for records that are stored jointly and cannot be separated. 
 Cost 
 Cost of Services shall be charged each month at a fixed
amount of $2,084. 
 Term: 
 Regulatory Reporting -
until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with thirty (30) days’ prior written notice, up to a maximum of twelve (12) months. 
 Record Management - until the date that is 18 months after the Separation Date, with Recipient to have the right to extend the term with thirty (30) days’
prior written notice, up to a maximum of twelve (12) months. 
 Early Termination of Services: Termination at any time upon 90 days’
prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice
period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of
(i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Bristol Myers Squibb
(Singapore) Pte Ltd or its Representative Office in Vietnam 
 Provider: Mead Johnson Nutrition (Vietnam) Company Limited (previously known as
BMS Vietnam Company Limited) 
 Point of Contact, Recipient: Kimberley Andrews 
 Point of Contact, Provider: Martin Brown 
 Payment Terms: All payments due within thirty
(30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 47 
 SERVICES PROVIDED BY BMS – SPAIN 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Office Occupancy and Facilities Services 

 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk
space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as
telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, security passes, parking and parking lot maintenance, fax/copy machine access, reception
Services, cleaning Services, grounds/landscape management, required facility insurance, space planning, mail and delivery Services, conference Services, storage rooms and access to off-site document management Services. No more than the following
indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest
whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area): 
  

	 	•	 	 Up to seventeen (17) employees in Madrid, Spain, two (2) of which are currently vacant positions 


 Telecom and Switchboard Services 
 Provide and maintain the technical
and human resources needed to receive incoming phone calls and to route the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable
local HR guidelines. 
 Crisis Management - Public Relations Support 
 Provide the necessary support (human resources and external services) required to handle public relations (media relations, corporate communications) for Recipient and to communicate effectively internally and
externally during a crisis situation. 
 Fleet Management 
 Provider will ensure that qualified personnel are provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and accident-related matters. 
  

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 Cost 
 Cost of
Services shall be charged each month at a fixed amount of €19,438. 
 Term: 
 Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional
twelve (12) months. 
 Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the
written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the
earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead
Johnson Nutrition (Spain) S.L. 
 Provider: Bristol-Myers Squibb S.A. 
 Point of Contact, Recipient: Ken Isiminger 
 Point of Contact, Provider: Loic Senechal

 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 48 
 SERVICES PROVIDED BY BMS – PORTUGAL 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Office Occupancy and Facilities Services 

 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk
space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as
telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, security passes, parking and parking lot maintenance, fax/copy machine access, reception
Services, cleaning Services, grounds/landscape management, required facility insurance, space planning, mail and delivery Services conference Services, storage rooms and access to off-site document management Services. No more than the following
indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest
whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area): 
  

	 	•	 	 Up to five (5) employees in Porto Salvo, Portugal, two (2) of which are currently vacant positions 


 Telecom and Switchboard Services 
 Provide and maintain the technical
and human resources needed to receive incoming phone calls and to route the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable
local HR guidelines. 
 Crisis Management - Public Relations Support 
 Provide the necessary support (human resources and external services) required to handle public relations (media relations, corporate communications) for Recipient and to communicate effectively internally and
externally during a crisis situation. 
 Fleet Management 
 Provider will ensure that qualified personnel are provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and accident-related matters. 
  

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 Cost 
 Cost of
Services shall be charged each month at a fixed amount of €5,117. 
 Term: 
 Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional
twelve (12) months. 
 Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the
written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the
earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead
Johnson Nutrition (Portugal) Lda. 
 Provider: Bristol-Myers Squibb Farmaceutica 
 Point of Contact, Recipient: Ken Isiminger 
 Point of Contact, Provider: Loic Senechal

 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 49 
 SERVICES PROVIDED BY BMS – FRANCE 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Office Occupancy and Facilities Services 

 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk
space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as
telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, security passes, parking and parking lot maintenance, fax/copy machine access, reception
Services, cleaning Services, grounds/landscape management, required facility insurance, space planning, mail and delivery Services, conference Services, storage rooms and access to off-site document management Services. No more than the following
indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest
whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area): 
  

	 	•	 	 Up to twenty-nine (29) employees in Rueil-Malmaison, France. Two (2) employees share a conference room. 


  

	 	•	 	 Up to four (4) additional employees in Rueil-Malmaison, France, beginning by March 31, 2009 due to the creation of a call center to enhance customer
service to pharmacists. 


 Telecom and Switchboard Services 
 Provide and maintain the technical and human resources needed to receive incoming phone calls and to route the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or
mobile phone to each Recipient employee according to the applicable local HR guidelines. 
 Crisis Management - Public Relations Support 

Provide the necessary support (human resources and external services) required to handle public relations (media relations, corporate communications) for Recipient and
to communicate effectively internally and externally during a crisis situation. 
 Fleet Management 
 Provider will ensure that qualified personnel are provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and
accident-related matters. 
  

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 Cost 
 Cost of
Services shall be charged each month at a fixed amount of €37,411. 
 Term: 
 Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional
twelve (12) months. 
 Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the
written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the
earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead
Johnson Nutrition (France) S.A.S. 
 Provider: Bristol-Myers Squibb SARL 
 Point of Contact, Recipient: Ken Isiminger 
 Point of Contact, Provider: Loic Senechal

 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 50 
 SERVICES PROVIDED BY BMS – BELGIUM 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Office Occupancy and Facilities Services 

 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk
space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as
telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, security passes, parking and parking lot maintenance, fax/copy machine access, reception
Services, cleaning Services, grounds/landscape management, required facility insurance, space planning, mail and delivery Services, conference Services, storage rooms and access to off-site document management Services. No more than the following
indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest
whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area): 
  

	 	•	 	 Up to two (2) employees in Braine-l’Alleud, Belgium. 


 Telecom and Switchboard Services 
 Provide and maintain the technical and human resources needed to receive incoming
phone calls and to route the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines. 
 Crisis Management - Public Relations Support 
 Provide the necessary
support (human resources and external services) required to handle public relations (media relations, corporate communications) for Recipient and to communicate effectively internally and externally during a crisis situation. 
 Fleet Management 
 Provider will ensure that qualified personnel are
provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and accident-related matters. 
 Cost 

 Cost of Services shall be charged each month at a fixed amount of €5,475. 
  

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 Term: 
 Until
the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months. 
 Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the
early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months
after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead Johnson Nutrition (Belgium) B.V.B.A. 

Provider: SA Bristol-Myers Squibb Belgium N.V. 
 Point of Contact, Recipient: Ken Isiminger 
 Point of Contact, Provider: Loic Senechal 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 51 
 SERVICES PROVIDED BY BMS – ITALY 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Office Occupancy and Facilities Services 

 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk
space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as
telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, security passes, parking and parking lot maintenance, fax/copy machine access, reception
Services, cleaning Services, grounds/landscape management, required facility insurance, space planning, mail and delivery Services, conference Services, storage rooms and access to off-site document management Services. No more than the following
indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest
whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area): 
  

	 	•	 	 Up to six (6) employees in Rome, Italy. 


 Telecom and Switchboard Services 
 Provide and maintain the technical and human resources needed to receive incoming phone calls and to route
the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines. 
 Crisis Management - Public Relations Support 
 Provide the necessary
support (human resources and external services) required to handle public relations (media relations, corporate communications) for Recipient and to communicate effectively internally and externally during a crisis situation. 
 Corporate Affairs 
 Provide the necessary support required to update
Recipient’s websites and to communicate messages externally to doctors on an as needed basis. 
  

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 Fleet Management 
 Provider will ensure that qualified personnel are provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and accident-related matters. 
 Cost 
 Cost of Services shall be charged each month at a fixed
amount of €6,533. 
 Term: 
 Until the date
that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months. 
 Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the
early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months
after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead Johnson Nutrition (Italia) S.R.L. 
 Provider: Bristol-Myers Squibb S.R.L 
 Point of Contact,
Recipient: Ken Isiminger 
 Point of Contact, Provider: Loic Senechal 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 52 
 SERVICES PROVIDED BY BMS – POLAND 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Office Occupancy and Facilities Services 

 Recipient shall obtain a sub-lease to use and occupy, during the Term, office space, conference rooms or storage rooms (a “Sub-lease
Area”) located in areas of building in Warsaw, Poland. Provider shall provide to each Sub-lease Area and the employees using and/or occupying such Sub-lease Area Services such as general kitchen supplies, office security Services, general
office repairs and maintenance, reception Services/common reception area, office cleaning Services/supplies, and mail and delivery Services. 
 Telecom
and Switchboard Services 
 Provide and maintain the technical and human resources needed to receive incoming phone calls and to route the calls to the
appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines. 
 Pharmacovigilance Services 
 Documentation and filing of all claims or unexpected events related to an Recipient
product on the basis of information coming from the market (call to the customer service, etc.). Ensure all these specific cases are forwarded to the production unit to be analyzed, and that the results are communicated to the external party.

 Provider shall provide: 
  

	 	•	 	 Pharmacovigilance compliance with all appropriate Global Pharmacovigilance & Epidemiology (GPV&E) and corporate SOPs, procedures and regulatory
reporting requirements for the country for licensed products; 


  

	 	•	 	 Management of all product safety issues, handling any emerging marketed and investigational product safety related signals and issues, interfacing with appropriate
governance group representatives in GPV&E; 


  

	 	•	 	 Planning, preparation, co-ordination, conduct and responses to internal audits and external PV regulatory inspections, in collaboration with GQRC, QST and /or QP
Office. Point of contact with country regulatory authority for PV inspections; 


  

	 	•	 	 Timely and quality responses to safety enquires from Health Care Professionals and Regulatory Authorities; and 


  

	 	•	 	 Adequate Pharmacovigilance training for staff, ensuring that all local non-PV staff is trained effectively to notify local PV of any adverse events arising.



  

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 Crisis Management - Public Relations Support 
 Provide the necessary support (human resources and external services) required to handle public relations (media relations, corporate communications) for Recipient and to communicate effectively internally and
externally during a crisis situation. 
 Corporate Affairs 
 Provide the necessary support required to update Recipient websites and to communicate messages externally to doctors on an as needed basis. 
 Fleet Management 
 Provider will ensure that qualified personnel are provided with an appropriate company vehicle and will oversee liability
insurance, vehicle registration and accident-related matters. 
 Cost 
 Cost of Services shall be charged each month at a fixed amount of PLN 12,952 . 
 Term: 
 Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior
written notice, up to a maximum of an additional twelve (12) months. 
 Early Termination of Services: Termination at any time upon 90
days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services
shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead Johnson Nutrition (Poland) Sp. z.o.o 
 Provider: Bristol-Myers Squibb Sp. z o.o.

 Point of Contact, Recipient: Ken Isiminger 
 Point of Contact, Provider: Loic Senechal 
 Payment Terms: All payments due within thirty (30) days of receipt of
invoice by Recipient. 
  

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 SCHEDULE 53 
 SERVICES PROVIDED BY BMS – RUSSIA 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Phase 1 Services 
 Regulatory Affairs Support

 Provider will supply a dedicated resource to perform all regulatory activities (product registrations, product labeling and/or reimbursements if
applicable) until the dedicated regulatory affairs employee (the “Loaned BMS Staff”) can transfer to the newly established Recipient entity. This transfer is expected within 2009. At the time of transfer, Recipient has the right to
terminate this Service immediately. In the event that the employee does not transfer to Recipient and there were any termination costs, these costs would be borne by Recipient. 
 Regulatory activities will include: 
  

	 	•	 	 Support during the regulatory process in accordance with business objectives, regulatory requirements and timeframes to ensure the timely filing and approval of new
products, line extensions and renewals of Recipient products. 


  

	 	•	 	 Assistance in the creation and implementation of regulatory strategic plan to ensure registration of new products in accordance with business objectives.



  

	 	•	 	 Preparation of the filings for new applications, variations and renewals for Recipient products. 


  

	 	•	 	 Assurance of completion of dossiers and label reviews so products can be launched in a timely fashion. 


  

	 	•	 	 Interpretations of the current national legislative/directives as relates to product licensing and registration and is able to apply changes as necessary.



  

	 	•	 	 Relationships and negotiations with local regulatory agencies on all matter relating to regulations and food safety. 


  

	 	•	 	 Serve as a labeling specialist by creating local labels based on European template, reviewing and/or approving all artwork and technical documents for accuracy and
compliance in the region of responsibility as required. 


 Provider will archive and maintain all records pertinent to the Recipient
registrations. 
  

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 Crisis Management - Public Relations Support 
 Provide the necessary support (human resources and external services) required to handle public relations (media relations, corporate communications) for the Recipient and to communicate effectively internally and
externally during a crisis situation. 
 Phase 2 Services 
 Office Occupancy and Facilities Services 
 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to
use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying
such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, security passes, parking and parking lot
maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, required facility insurance, space planning, mail and delivery Services, conference Services, storage rooms and access to off-site document
management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to
10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area): 
  

	 	•	 	 Up to one (1) employee in Moscow, Russia. 


 Telecom and Switchboard Services 
 Provide and maintain the technical and human resources needed to receive incoming phone calls and to route
the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines. 
 Cost 
  

	1.	Cost of Regulatory Affairs Support Services shall be charged each month at a fixed amount of $12,500. 

  

	2.	Cost of all other Services shall be charged each month at a fixed amount of $1,833. 

  

	3.	So long as the Regulatory Affairs Support Services are provided, the Recipient agrees to (A) timely reimburse Provider for all direct costs and expenses incurred by Provider as
it relates to (i) the continued participation of the Loaned BMS Staff in the Provider’s benefits plans (including pension) after the Separation Date, (ii) the continued employment of the Loaned BMS Staff after the Separation Date and
(iii) the severance and indemnity costs and expenses to terminate the Loaned BMS Staff; and (B) indemnify the Provider for all liabilities relating to the Loaned BMS Staff. 

  

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 Term: 
 Phase
1: From the Separation Date until the earlier of: (i) the date of the transfer of the Loaned BMS Staff to the Recipient, or (ii) December 31, 2009. 
 Phase 2: From December 31, 2009 until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of
an additional twelve (12) months. 
 Early Termination of Services: Termination at any time upon 90 days’ prior written notice for
Business Services. Recipient has the right to terminate Regulatory Affairs Support Services immediately after transfer of the employee to the newly established Recipient entity. Following the written notice period and coinciding with the early
termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after
termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead Johnson B.V. 
 Provider: Bristol-Myers Squibb OOO 
 Point of Contact,
Recipient: Ken Isiminger 
 Point of Contact, Provider: Loic Senechal 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 54 
 SERVICES PROVIDED BY BMS – SWEDEN 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Office Occupancy and Facilities Services 

 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk
space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as
telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, security passes, parking and parking lot maintenance, fax/copy machine access, reception
Services, cleaning Services, grounds/landscape management, required facility insurance, space planning, mail and delivery Services, conference Services, storage rooms and access to off-site document management Services. No more than the following
indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest
whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area): 
  

	 	•	 	 Up to six (6) employees in Bromma, Sweden. 


 Telecom and Switchboard Services 
 Provide and maintain the technical and human resources needed to receive incoming phone calls and to route
the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines. 
 Crisis Management - Public Relations Support 
 Provide the necessary
support (human resources and external services) required to handle public relations (media relations, corporate communications) for Recipient and to communicate effectively internally and externally during a crisis situation. 
 Corporate Affairs 
 Provide the necessary support required to update
Recipient websites and to communicate messages externally to doctors on an as needed basis. 
  

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 Financial Analysis Support 
 Only to the extent such support is provided to the Business prior to the Separation Date and said activities are in addition to those reflected in Schedule 1, Provider will supply a resource to perform financial analysis activities in
Scandinavia (budgets, month-end close reports, variance reporting, financial metrics reporting, etc.). 
 Fleet Management 
 Provider will ensure that qualified personnel are provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and
accident-related matters. 
 Cost 
 Cost of
Services shall be charged each month at a fixed amount of SEK 72,037. 
 Term: 
 Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional
twelve (12) months. 
 Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the
written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the
earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead
Johnson Nutrition (Sweden) A.B. 
 Provider: Bristol-Myers Squibb A.B. 
 Point of Contact, Recipient: Ken Isiminger 
 Point of Contact, Provider: Loic Senechal

 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 55 
 SERVICES PROVIDED BY BMS – DENMARK 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Office Occupancy and Facilities Services 

 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk
space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as
telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, security passes, parking and parking lot maintenance, fax/copy machine access, reception
Services, cleaning Services, grounds/landscape management, required facility insurance, space planning, mail and delivery Services, conference Services, storage rooms and access to off-site document management Services. No more than the following
indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest
whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area): 
  

	 	•	 	 Up to one (1) employee in Lyngby, Denmark 


 Telecom and Switchboard Services 
 Provide and maintain the technical and human resources needed to receive incoming phone calls and to route
the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines. 
 Crisis Management - Public Relations Support 
 Provide the necessary
support (human resources and external services) required to handle public relations (media relations, corporate communications) for Recipient and to communicate effectively internally and externally during a crisis situation in Denmark and Iceland.

 Corporate Affairs 
 Provide the necessary support
required to update Recipient websites and to communicate messages externally to doctors on an as needed basis. 
  

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 Fleet Management 
 Provider will ensure that qualified personnel are provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and accident-related matters. 
 Cost 
 Cost of Services shall be charged each month at a fixed
amount of $1,614. 
 Term: 
 Until the date that is
eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months. 
 Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the
early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months
after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead Johnson Nutrition Denmark (A Representation
Office of Mead Johnson BV). 
 Provider: Bristol-Myers Squibb Denmark (branch of Bristol-Myers Squibb AB, Sweden) 
 Point of Contact, Recipient: Ken Isiminger 
 Point of
Contact, Provider: Loic Senechal 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

  

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 SCHEDULE 56 
 SERVICES PROVIDED BY BMS – NORWAY 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Office Occupancy and Facilities Services 

 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk
space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as
telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, security passes, parking and parking lot maintenance, fax/copy machine access, reception
Services, cleaning Services, grounds/landscape management, required facility insurance, space planning, mail and delivery Services, conference Services, storage rooms and access to off-site document management Services. No more than the following
indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest
whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area): 
  

	 	•	 	 Up to one (1) employee in Sandvika, Norway. 


 Telecom and Switchboard Services 
 Provide and maintain the technical and human resources needed to receive incoming phone calls and to route
the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines. 
 Crisis Management - Public Relations Support 
 Provide the necessary
support (human resources and external services) required to handle public relations (media relations, corporate communications) for MJN and to communicate effectively internally and externally during a crisis situation. 
 Corporate Affairs 
 Provide the necessary support required to update
Recipient websites and to communicate messages externally to doctors on an as needed basis. 
  

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 Fleet Management 
 Provider will ensure that qualified personnel are provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and accident-related matters. 
 Cost 
 Cost of Services shall be charged each month at a fixed
amount of $3,290. 
 Term: 
 Until the date that is
eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months. 
 Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the
early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months
after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead Johnson Nutrition Norway (A Branch of Mead
Johnson BV) 
 Provider: Bristol-Myers Squibb Norway Ltd. 
 Point of Contact, Recipient: Ken Isiminger 
 Point of Contact, Provider: Loic Senechal 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 57 
 SERVICES PROVIDED BY BMS – NETHERLANDS (EXCLUDING NIJMEGEN) 
 Services Summary Description 

 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

 Services 
 Office Occupancy and Facilities
Services 
 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office
or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such
as telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, security passes, parking and parking lot maintenance, fax/copy machine access, reception
Services, cleaning Services, grounds/landscape management, required facility insurance, space planning, mail and delivery Services, conference Services, storage rooms and access to off-site document management Services. No more than the following
indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest
whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area): 
  

	 	•	 	 Up to four (4) employees in Woerden, the Netherlands. 


 Telecom and Switchboard Services 
 Provide and maintain the technical and human resources needed to receive incoming phone calls and to route
the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines. 
 Crisis Management - Public Relations Support 
 Provide the necessary
support (human resources and external services) required to handle public relations (media relations, corporate communications) for Recipient and to communicate effectively internally and externally during a crisis situation. 
 Fleet Management 
 Provider will ensure that qualified personnel are
provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and accident-related matters. 
 Cost 

 Cost of Services shall be charged each month at a fixed amount of €12,817. 
  

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 Term: 
 Until
the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months. 
 Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the
early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months
after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead Johnson B.V. 
 Provider: Bristol Myers Squibb B.V. 
 Point of Contact,
Recipient: Ken Isiminger 
 Point of Contact, Provider: Loic Senechal 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 58 
 SERVICES PROVIDED BY BMS – UNITED KINGDOM 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Office Occupancy and Facilities Services 

 Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk
space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as
telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, security passes, parking and parking lot maintenance, fax/copy machine access, reception
Services, cleaning Services, grounds/landscape management, required facility insurance, space planning, mail and delivery Services, conference Services, storage rooms and access to off-site document management Services. No more than the following
indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest
whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area): 
  

	 	•	 	 Up to seven (7) employees in Uxbridge, United Kingdom. 


 Telecom and Switchboard Services 
 Provide and maintain the technical and human resources needed to receive incoming phone calls and to route
the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines. 
 Crisis Management - Public Relations Support 
 Provide the necessary
support (human resources and external services) required to handle public relations (media relations, corporate communications) for Recipient and to communicate effectively internally and externally during a crisis situation. 
 Fleet Management 
 Provider will ensure that qualified personnel are
provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and accident-related matters. 
  

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 Pharmacovigilance Services 
 Provider shall provide: 
  

	1.	Pharmacovigilance compliance with all appropriate Global Pharmacovigilance & Epidemiology (GPV&E) and corporate SOPs, procedures and regulatory reporting requirements
for the country for licensed products; 

  

	2.	Management of all product safety issues, handling any emerging marketed and investigational product safety related signals and issues, interfacing with appropriate governance group
representatives in GPV&E; 

  

	3.	Planning, preparation, co-ordination, conduct and responses to internal audits and external Pharmacovigilance regulatory inspections, in collaboration with GQRC, QST and /or QP
Office. Point of contact with country regulatory authority for Pharmacovigilance inspections; 

  

	4.	Timely and quality responses to safety enquires from Health Care Professionals and Regulatory Authorities; and 

  

	5.	Adequate Pharmacovigilance training for staff, ensuring that all local non-Pharmacovigilance staff is trained effectively to notify local Pharmacovigilance of any adverse events
that arise. 

 Cost 
 Cost of
Services shall be charged each month at a fixed amount of £8,856. 
 Term: 
 Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional
twelve (12) months. 
 Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the
written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the
earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead
Johnson Nutrition (UK) Ltd. for all Services in this Schedule except Pharmacovigilance Services, for which Mead Johnson Nutrition Ireland (A Representation Office of Mead Johnson BV) shall be the Recipient. 
 Provider: Bristol-Myers Squibb Pharmaceuticals Limited 
 Point of Contact, Recipient: Ken Isiminger 
 Point of Contact, Provider: Loic Senechal 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 59 
 SERVICES PROVIDED BY BMS – IRELAND 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Telecom and Switchboard Services 

Provide and maintain the technical and human resources needed to receive incoming phone calls and to route the calls to the appropriate persons in the Recipient
organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines. 
 Crisis
Management - Public Relations Support 
 Provide the necessary support (human resources and external services) required to handle public relations (media
relations, corporate communications) for Recipient and to communicate effectively internally and externally during a crisis situation. 
 Fleet Management

 Provider will ensure that qualified personnel are provided with an appropriate company vehicle and will oversee liability insurance, vehicle
registration and accident-related matters. 
 Cost 
 Cost of Services shall be charged each month at a fixed amount of €267. 
 Term: 
 Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior
written notice, up to a maximum of an additional twelve (12) months. 
 Early Termination of Services: Termination at any time upon 90
days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services
shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead Johnson Nutrition Ireland (A Representation Office of Mead Johnson BV) 
 Provider: Bristol-Myers Squibb Pharmaceuticals  
 Point of Contact, Recipient: Ken Isiminger 

 

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 Point of Contact, Provider: Loic Senechal 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 60 
 SERVICES PROVIDED BY BMS – FINLAND 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Pharmacovigilance Services 
 Provider shall provide: 
  

	1.	Pharmacovigilance compliance with all appropriate Global Pharmacovigilance & Epidemiology (GPV&E) and corporate SOPs, procedures and regulatory reporting requirements
for the country for licensed products; 

  

	2.	Management of all product safety issues, handling any emerging marketed and investigational product safety related signals and issues, interfacing with appropriate governance group
representatives in GPV&E; 

  

	3.	Planning, preparation, co-ordination, conduct and responses to internal audits and external PV regulatory inspections, in collaboration with GQRC, QST and /or QP Office. Point of
contact with country regulatory authority for PV inspections; 

  

	4.	Timely and quality responses to safety enquires from Health Care Professionals and Regulatory Authorities; and 

  

	5.	Adequate Pharmacovigilance training for staff, ensuring that all local non-PV staff is trained effectively to notify local PV of any adverse events that arise.


 Telecom and Switchboard Services 
 Provide and maintain the technical and human resources needed to receive incoming phone calls and to route the calls to the appropriate persons in the Recipient organization. 
 Crisis Management - Public Relations Support 
 Provide the necessary support (human resources and external services)
required to handle public relations (media relations, corporate communications) for Recipient and to communicate effectively internally and externally during a crisis situation. 
 Cost 
 Cost of Services shall be charged each month at a fixed amount of $833. 
  

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 Term: 
 Until
the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months. 
 Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the
early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months
after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead Johnson Nutrition (Sweden) A.B. 
 Provider: Oy Bristol-Myers Squibb (Finland) AB 
 Point
of Contact, Recipient: Ken Isiminger 
 Point of Contact, Provider: Loic Senechal 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 61 
 SERVICES PROVIDED BY BMS – GREECE 
 Services Summary Description 
 Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. 
 Services 
 Activities performed by Famar and Provider for
Recipient: 
  

	 	1.	Provider has a supply agreement in place with FAMAR Greece for Fer in Sol (Recipient product); 

  

	 	2.	Provider places production orders to Famar based on the demand forecast by Recipient in SAP 

  

	 	3.	Provider is responsible for all the Quality assurance activities: 

  

	 	•	 	 investigation, complaints management, site audit, etc. 


  

	 	•	 	 stability studies 


  

	 	4.	Famar provides with the production and release of the product for the following markets 

  

	 	•	 	 1092049 FER-IN-SOL IRON DRP (1BTLX30ML) IT 


  

	 	•	 	 1103961 FER-IN-SOL IRON DRP (1BTLX30ML) ES 


  

	 	•	 	 1172440 FER-IN-SOL IRON DRP (1BTLX30ML) FI 


  

	 	•	 	 1103114 FER IN SOL (1BTLX30ML) BE


  

	 	•	 	 1153012 FER-IN-SOL IRON DRP (1BTLX30ML) IE 


  

	 	5.	Provider sells product to & invoices MJN BV (Netherlands). 

 Termination of the Services noted above requires a 90 day written notification period. Recipient will be responsible for any reasonable exit costs. 
 Cost 
 Cost of Services shall be charged each month at a fixed amount of €640. 
 Term: 
 Until the date that is eighteen (18) months after
the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months. 
  

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 Early Termination of Services: Termination at any time upon twelve (12) months’ prior written
notice; provided however, if Recipient agrees with Famar that the Services will be directly provided by Famar, termination upon ninety (90) days’ prior written notice. Following the written notice period and coinciding with
the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) twelve
(12) months after termination or (ii) the expiration of the Term of this Schedule. 
 Recipient: Mead Johnson B.V. 
 Provider: Bristol-Myers Squibb A.E. 
 Point of Contact,
Recipient: Ken Isiminger 
 Point of Contact, Provider: Loic Senechal 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

 257