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Exhibit 10.6.5    
    


 
  PRIVATE AGREEMENT    
    


between



AVENTIS BULK S.p.A., having its registered office at Piazzale Stefano Türr 5, Milan, and with Companies Registry, Tax and VAT
No. 08517160159, in the person of its pro tempore legal representative, 


        (hereinafter
referred to as "AVENTIS BULK") 


and 


BIOSEARCH MANUFACTURING S.r.l., having its registered office at Piazza Mulino, Matera, and with Companies Registry, Tax and VAT No. 01023770777,
in the person of its pro tempore legal representative, 


        (hereinafter
referred to as "BIMA") 


WHEREAS



	•
	BIMA
has asked AVENTIS BULK whether the latter would be willing to produce for it the [*] (hereinafter "[*]") at AVENTIS
BULK's Brindisi plant (hereinafter the "Plant") using technology owned by BIOSEARCH ITALIA (hereinafter the "Technology") which BIMA has full access to;



	•
	AVENTIS
BULK has declared that is willing to perform such activities and accordingly the parties have negotiated in good faith all the aspects of the activities to be
carried out;



	•
	now
it is necessary to formalise in a specific agreement the contents of the understanding reached. 



THEREFORE THE PARTIES AGREE AS FOLLOWS


 
 

ARTICLE 1—RECITALS    
    


        The preceding recitals are an integral part of this Agreement. 


 
 

ARTICLE 2—OBJECT    
    


        BIMA appoints AVENTIS BULK to proceed to produce [*] subject to the terms and conditions set forth herein. For its part AVENTIS BULK
accepts the appointment. 


 
 

ARTICLE 3—[*] LOAN    
    


	3.1
	In
view of the necessity to adapt the facilities at the Plant in order to proceed to production of [*], [*] undertakes to acquire the
equipment agreed with [*] and to take responsibility for modifying and adapting the facilities required for the production process (hereinafter referred to altogether as the
"Equipment"), subject to joint testing of the Equipment.



	3.2
	[*]
undertakes to follow installation of the Equipment in the Plant with its own engineering personnel.



	3.3
	Further
to and within the meaning of Article 1803 et seq. of the Civil Code, [*] grants a
[*] loan of the Equipment to [*] which accepts. At a subsequent date the Equipment shall be described in a separate written document which will upon its
signing form an integral part of this Agreement. 





[*] Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.


1





 
	3.4
	The
Equipment will be used at the Plant within the framework of the [*] production process



	3.5
	[*]
shall maintain custody of and manage the Equipment with the care one would expect of a good father, performing all ordinary and special maintenance.



	3.6
	Upon
cessation for any reason of the relationship concerning [*], [*] will [*] possession of the Equipment,
arranging to remove it at its own risk and expense.



	3.7
	The
[*] loan shall commence from the date of effective installation of the Equipment, as indicated in the installation report, and will terminate on the date
of cessation of relations concerning [*]. On that date the parties may also reach an agreement in good faith on the possibility for [*] to purchase the
Equipment unless the parties agree otherwise in the meantime.



	3.8
	In
any event [*] shall accept the return of the Equipment in the state it finds it resulting from fair wear and tear, hereby waiving any right to compensation
or right to have the Equipment returned in a pristine state unless the damage thereto is connected to the clear negligence of [*].



	3.9
	[*]
shall assist in the installation of the Equipment and provide the engineering support of its own personnel or third parties as the case may be. Such
service, as well as any assistance provided by third parties (engineering companies, specialists, assemblers, etc.) must be authorised in advance by [*], which shall bear the
full costs thereof. Any objections concerning defects (latent or otherwise) in the Equipment or the machinery lent [*] shall be made by [*] directly to
the suppliers, as [*] has made such arrangements with the latter. [*] undertakes to ensure that the [*] lent Equipment is kept
free of any charges and burdens. 


 
 

ARTICLE 4—MANUFACTURING    
    


	4.1
	BIMA
appoints AVENTIS BULK to proceed to utilise the technology for the production of [*] according to the procedure (hereinafter the "Manufacturing") that
will be tested in advance by AVENTIS BULK at its own laboratories to check its feasibility on an industrial scale.



	4.2
	[*]
and BIMA is expressly [*] of its [*] during the term of this Agreement. This clause may be modified by
agreement between the parties should any of the events envisioned in Article 13.4 hereunder occur.



	4.3
	AVENTIS
BULK undertakes to perform the Manufacturing fully observing the applicable laws and good manufacturing practice as well as the production licenses issued by the Ministry of
Health (Exhibit A lists in detail each of the parties' responsibilities as agreed by them in relation to the Manufacturing).



	4.4
	Validation
of the [*] production process will be the subject matter of a separate agreement if so requested by BIOSEARCH. 


 
 

ARTICLE 5—LIABILITY    
    


	5.1
	AVENTIS
BULK shall be liable for any loss, damage or claim of any nature arising out of or in connection with the Manufacturing and directly stemming from its activities save for
cases of force majeure and circumstances beyond the control of AVENTIS BULK. Such liability refers solely to activities carried out or to be carried out by AVENTIS BULK further to this Agreement.



	5.2
	AVENTIS
BULK shall not be liable for any loss, damage or claim where such have arisen as a result of the activities carried out or to be carried out by BIMA further to this Agreement.



	5.3
	Should
AVENTIS BULK come to know of any claim and/or legal proceedings instituted with reference to [*], it shall timely notify BIMA accordingly in order to
agree a common line of defence. 


2





 
	5.4
	BIMA
shall be liable for any loss, damage or claim of any nature arising out of or in connection with the application of the manufacturing procedure provided by AVENTIS BULK that stem
from shortcomings in its analysis of the risks involved in the said procedure or in the information it has given to AVENTIS BULK. 


 
 

ARTICLE 6—SUPPLY OF TECHNOLOGY AND RAW MATERIALS NECESSARY FOR THE MANUFACTURING    
    


        BIMA shall be obliged to supply AVENTIS BULK information on the quantity and quality of raw materials, the specifications, the control and analysis methods and
the [*] manufacturing process. At its own risk and expense BIMA shall be obliged to supply the technology to AVENTIS BULK at the Plant. The Technology supplied shall be shall
be utilised by AVENTIS BULK exclusively for the Manufacturing. 


        AVENTIS
BULK for its part undertakes to directly supply all the raw materials necessary for the Manufacturing, acquiring them from its regular suppliers or those agreed with BIMA. The
costs of the raw materials will be charged by AVENTIS BULK to BIMA at the end of each Manufacturing at effective average inventory price at the time of their use. 


 
 

ARTICLE 7—CHECKS AND CONTROLS    
    


        Without prejudice to the provisions of specific articles of this Agreement, as regards quality control and inspection procedures the parties will adhere to the
relevant procedures used in the Plant and the methods described in the documentation furnished by BIMA. BIMA shall be entitled to carry out checks and inspections on the Manufacturing, which AVENTIS
BULK shall permit provided they are performed during normal working hours on business days. 


 
 

ARTICLE 8—PERMITS AND AUTHORISATIONS    
    


        At its own risk and expense AVENTIS BULK shall apply for the grant of whatever authorisations are required from an environmental and safety point of view to
produce [*] in compliance with the applicable laws, rules and regulations in force. Moreover, AVENTIS BULK shall send the required communications and notices concerning the
production of [*], complying with the specific obligations imposed by the applicable legislation. 


 
 

ARTICLE 9—CONFIDENTIALITY    
    


        The parties undertake to treat as secret and confidential all information they become aware of from the other party during the performance of this Agreement and
also agree not to use such information for purposes other than this Agreement. The parties further undertake not to disclose such information to third parties, strictly limiting knowledge thereof to
the employees involved in performing this Agreement. 


        The
following are exceptions to the foregoing prohibition: 


	1)
	information
which at the time of its communication is already in the public domain;



	2)
	information
which after being communicated will enter the public domain following publication or for other reasons provided such is not a result of breach of this Agreement;



	3)
	information
which a party can prove was already in its possession prior to communication thereof by the other party and which was not obtained directly or indirectly from that other
party;



	4)
	information
received from third parties provided such third parties have not directly or indirectly received it by virtue of a secrecy agreement. 


3





 
 
 

ARTICLE 10—CONSERVATION OF THE [*]    
    


	10.1
	Without
charging any additional fees therefor AVENTIS BULK shall arrange to store and maintain custody of the [*] produced and AVENTIS BULK also undertakes to
move it in conformity with BIMA's instructions. AVENTIS BULK further undertakes to comply with all of the accounting and administrative formalities in connection with such storage and movement.



	10.2
	The
[*] stored in AVENTIS BULK premises shall belong to BIMA and be considered as such by AVENTIS BULK.



	10.3
	The
[*] shall be insured by AVENTIS BULK with a leading insurance company against all risks in connection with its storage including theft, fire and robbery. 


 
 

ARTICLE 11—ORDERS    
    


	11.1
	Orders





With
effect from the commencement date of this Agreement, BIMA shall send AVENTIS BULK orders for the [*] to be produced and delivered by AVENTIS BULK during the subsequent
[*] period subject to availability of the production procedure and the Equipment. In order to ensure optimal planning of production, the orders shall be communicated within the
[*]. The delivery dates will be agreed between the parties. The quantity to be ordered by BIMA will be agreed from time to time taking account of the jointly agreed production
yield. 



	11.2
	Execution of the Orders



AVENTIS
BULK shall execute the orders on the agreed delivery dates. The [*] produced on foot of this Agreement shall be sent by AVENTIS BULK in accordance with the instructions
given by BIMA for each order. Any delays in delivering the [*] owing to transportation problems may not in any way be imputed to AVENTIS BULK. As soon as manufacturing of the
ordered quantity has been completed, AVENTIS BULK will immediately notify BIMA accordingly. 



	11.3
	Forecast Volumes



Over
the next [*] BIOSEARCH envisages that it will require the quantities set forth in Exhibit A hereto. In any event BIMA will give notice of possible
[*] (+/-[*] or timing with respect to what is currently indicated in Exhibit A. 



 
 

ARTICLE 12—MANUFACTURING FEES AND PAYMENT TERMS    
    


	12.1
	Apart
from the costs of the raw materials that will be specifically charged to BIMA and be the object of separate invoicing by AVENTIS BULK, the fee for the Manufacturing that is the
subject matter of this Agreement shall be determined as follows: 





For
every single Manufacturing, commencing from [*] and corresponding to an entire batch of [*] (equal to about [*]) BIMA shall
pay AVENTIS BULK the sum of [*] plus VAT ex-Plant. For an entire batch of [*] (equal to about [*]) coming from a
maximum of [*] distinct chromatographs and at an intermediate manufacturing stage, BIMA shall pay AVENTIS BULK the sum of €[*] plus VAT
ex-Plant. Should BIMA requested that manufacturing be stopped at the intermediate called "MA", the fee to be paid to AVENTIS BULK shall in the first case be
€[*] and in the second €[*]. Such prices will at the end of each solar year be revised in accordance with variations in
the ISTAT index, commencing from January 2003. 



	12.2
	In
the event of significant variations in the productivity and/or yield of the Manufacturing the parties agree to renegotiate in good faith the fee under the preceding paragraph.
Should the parties fail to reach agreement on the new fee, AVENTIS BULK shall be entitled to withdraw from this Agreement subject to giving adequate notice. 


4





 
	12.3
	The
fee for Manufacturing does not comprise the costs for the disposal of any 'special' waste, which said costs shall be charged in full by AVENTIS BULK to BIMA. 


 
 

ARTICLE 13—TERM    
    


	13.1
	This
Agreement shall take effect from 1 December 2001 and run for a term of [*] from such date



	13.2
	Upon[*]of
the [*], this [*]will[*]for [*]



	13.3
	This
Agreement may be terminated immediately by either of the parties without any notice period and subject to communicating the termination by registered letter (with advice of
receipt) in the event that the other party breaches any one of its obligations and fails to remedy the breach with [*] of being requested to do by the
non-defaulting party.



	13.4
	BIMA
shall have the right to withdraw from this Agreement subject to giving at least [*] prior written notice in the event that one of its production units
becomes available provided it that notifies AVENTIS BULK of such in writing by registered post (with advice of receipt). No indemnity shall be due to AVENTIS BULK in such case.



	13.5
	AVENTIS
BULK shall have the right to withdraw from this Agreement subject to giving at least [*] prior written notice, without incurring any penalty or having
to pay any compensation or indemnity to BIMA, in the event of the further unavailability of its plants necessary for the production of its own products. 


 
 

ARTICLE 14—ASSIGNMENT    
    


        This Agreement may in no case be assigned or transferred by either party in whole or in part to third parties without the prior written consent of the other
party. AVENTIS BULK shall have the right to assign this Agreement to other companies of the Aventis Group in Italy or other future group it will belong to subject to giving BIMA written notice
thereof. BIMA shall have the right to assign this Agreement to BIOSEARCH ITALIA or other company controlled by BIOSEARCH ITALIA subject to giving AVENTIS BULK written notice thereof. 


 
 

ARTICLE 15—DISPUTES    
    


        The Courts of Milan shall have exclusive jurisdiction over any dispute that may arise between the parties in relation to the interpretation and/or performance of
the provisions of this Agreement. 


 
 

ARTICLE 16—CONTRACTUAL EXPENSES AND TAXATION    
    


        The parties declare that the goods and services contemplated by this Agreement are subject to VAT and thus this Agreement will be registered at a fixed tax
pursuant to and in accordance with Articles 5 and 40 of Presidential Decree no. 131 of 24 April 1986. 



Read,
confirmed and signed 


Lainate,
28 February 2002 


AVENTIS
BULK S.p.A.                   BIOSEARCH MANUFACTURING S.R.L. 


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EXHIBIT A    
    


1.     [*]—Aventis Bulk / Biosearch Manufacturing  



	RESPONSIBILITY
 
	 	[*]
	 	[*]

	Activities in relation to materials utilised and their analytical control
	[*]	 	 	 	[*]
	[*]	 	 	 	[*]
	[*]	 	[*]	 	 
	[*]	 	[*]	 	`
	[*]	 	[*]	 	 
	[*]	 	[*]	 	 
	[*]	 	 	 	 
	[*]	 	 	 	[*]
	[*]	 	[*]	 	 
	[*]	 	[*]	 	 
	[*]	 	 	 	[*]
	[*]	 	[*]	 	 
	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	 
	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	 
	[*]	 	[*]	 	 
	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	 
	[*]	 	[*]	 	 
	[*]	 	 	 	[*]
	[*]	 	 	 	[*]
	[*]	 	 	 	[*]
	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	 
	[*]	 	 	 	 
	[*]	 	 	 	[*]
	[*]	 	[*]	 	 
	[*]	 	[*]	 	 
	[*]	 	 	 	[*]





2.     [*]  



	[*]
 
	 	[*]
	 	[*]

	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]




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EXHIBIT B    
    


Quantities of [*] forecast for the next [*]  



	YEAR
 
	 	KG

	[*]	 	[*]
	[*]	 	[*]
	[*]	 	[*]




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QuickLinks



Exhibit 10.6.5


PRIVATE AGREEMENT

ARTICLE 1—RECITALS

ARTICLE 2—OBJECT

ARTICLE 3—[*] LOAN

ARTICLE 4—MANUFACTURING

ARTICLE 5—LIABILITY

ARTICLE 6—SUPPLY OF TECHNOLOGY AND RAW MATERIALS NECESSARY FOR THE MANUFACTURING

ARTICLE 7—CHECKS AND CONTROLS

ARTICLE 8—PERMITS AND AUTHORISATIONS

ARTICLE 9—CONFIDENTIALITY

ARTICLE 10—CONSERVATION OF THE [*]

ARTICLE 11—ORDERS

ARTICLE 12—MANUFACTURING FEES AND PAYMENT TERMS

ARTICLE 13—TERM

ARTICLE 14—ASSIGNMENT

ARTICLE 15—DISPUTES

ARTICLE 16—CONTRACTUAL EXPENSES AND TAXATION



EXHIBIT A




EXHIBIT B