Confidential portions of this exhibit have been omitted and filed separately with the Securities
and Exchange Commission with a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended. The location of an omitted portion is indicated by an
asterisk within brackets ([*]).




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##### 



Table
of Contents
 PageARTICLE I DEFINED TERMS
    
    
    1Section 1.1. Interpretation
    
    
    1Section 1.2. Definitions
    
    
    1Section 1.3. Headings
    
    
    19Section 1.4. Intent of the Parties
    
    
    19ARTICLE
II THE ECLAFE TRANSACTIONS
    
    
    19Section 2.1. The EMEA
    
    
    19Section 2.2. Canada
    
    
    27Section 2.3. Latin America
    
    
    30Section 2.4. Far East
    
    
    30Section 2.5. Amendment of Prior Agreements and S-P ECLAFE License Agreements
    
    
    34Section 2.6. Certain Contract Manufacturing Agreements
    
    
    37Section 2.7. Toll Packaging Rights
    
    
    37ARTICLE
III MANAGEMENT
    
    
    39Section 3.1. Worldwide Oversight Committee
    
    
    39Section 3.2. Management of the EMEA
    
    
    40Section 3.3. Management of Canada
    
    
    47Section 3.4. Management of Latin America
    
    
    47Section 3.5. Management of the Far East  Co-Marketing Countries
    
    
    49Section 3.6. Management of the Far East Board Countries
    
    
    51ARTICLE
IV GOOD FAITH EFFORTS; OTHER MATTERS
    
    
    55Section 4.1. Commercially Reasonable Good Faith Efforts
    
    
    55Section 4.2. Certain Expenses
    
    
    55Section 4.3. Trademarks
    
    
    56Section 4.4. Non-Compete
    
    
    61Section 4.5. Unilateral Termination of Board Country Agreements
    
    
    61ARTICLE V DISPUTE RESOLUTION, TERMINATION, DISSOLUTION AND LIQUIDATION
    
    
    61Section 5.1. Dispute Resolution
    
    
    61Section 5.2. Termination
    
    
    61Section 5.3. Consequences of Termination
    
    
    63Section 5.4. Treatment of Master Agreement and Related Agreements
    
    
    68Section 5.5. Incorporation by Reference
    
    
    72
 i




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PageARTICLE
VI REPRESENTATIONS, WARRANTIES, COVENANTS AND INDEMNIFICATION
    
    
    72Section 6.1. Representations and Warranties of the Parties
    
    
    72Section 6.2. Certain Representations
    
    
    73Section 6.3. Certain Covenants
    
    
    73Section 6.4. Certain Obligations
    
    
    74Section 6.5. Indemnification
    
    
    75ARTICLE
VII MISCELLANEOUS
    
    
    77Section 7.1. Confidentiality
    
    
    77Section 7.2. Publicity
    
    
    79Section 7.3. Further Assurances
    
    
    79Section 7.4. Notices
    
    
    79Section 7.5. Failure to Pursue Remedies
    
    
    80Section 7.6. Cumulative Remedies
    
    
    80Section 7.7. Assignment; Binding Effect
    
    
    80Section 7.8. Severability
    
    
    80Section 7.9. Counterparts
    
    
    80Section 7.10. Integration
    
    
    80Section 7.11. Governing Law
    
    
    81Section 7.12. Amendments
    
    
    81Section 7.13. Judicial Proceeding
    
    
    81Section 7.14. Enforcement of Certain Rights
    
    
    82Section 7.15. No Third Party Beneficiaries
    
    
    82Section 7.16. Survival
    
    
    82Section 7.17. Sanctioned Countries
    
    
    82
 ii




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Effective Date MSP Technology Singapore Partnership  S-P M
 RECITALS
 Governance
Agreement
   ARTICLE I
DEFINED TERMS
 Interpretation
 Definitions
 Affiliate
 Agency
 Agreement
 1




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##### 



Amended Agreements
 Board Country Agreement
 Board Country Supply Agreements
 Board Country Subsidiary
 Calendar Quarter st st st th st th st st
 Calendar Year st st
 Call
 Call Notice
 Call Party
 Call Price
 Canadian Agreements
 Canadian Partnership
 Canadian Board
 2




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Canadian General Manager
 Canadian Partnership Agreement
 Central and Eastern Europe Region
 Change of Control
 Cholesterol Absorption Inhibitor
 Cholesterol Product
 Claim Notice
 C-O-C Notice
 C-O-C Party
 Co-Marketing
 Co-Marketing Supply Agreements
 Combination Product
 Compensation Auditor
 Confidential Information
 Consultants Report
 3




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##### 



Contract Sales Force provided
 Co-Promotion
 Co-Promotion Countries
 Core Countries
 Country Marketing Committee
 Default Marketing Plan
 Development Agreement
 Disadvantaged Party
 Disclosing Party
 4




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##### 



Distribution LLC
 Distribution Party
 E Monotherapy ECLAFE Business
 E Monotherapy U.S. Trademark
 ECLAFE
 ECLAFE Cholesterol Business
 ECLAFE Material Breach
 ECLAFE Termination Assets
 Effective Date
 EMEA
 EMEA Board Countries
 5




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##### 



EMEA Board Country Agreement
 EMEA Co-Branding Agreement
 EMEA Co-Branding Countries
 EMEA Co-Promotion Countries
 EMEA Co-Venture Agreement
 EMEA Executive Sponsors
 EMEA General Manager
 EMEA Marketing Committee
 EMEA Marketing Director
 EMEA No Presence Countries
 EMEA Operating Board
 6




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##### 



EMEA Operating Board Chair
 EMEA Regional Representatives
 EMEA Single Presence Countries provided however
 EMEA Single Presence Country Exhibit
 Entity Agreement
 EU Agency
  European Economic Area
 European Union
 Existing M JVs
 Existing S-P JVs
 7




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##### 



Ezetimibe
 Ezetimibe Monotherapy Product
 Far East
 Far East Board Countries
 Far East Board Country Agreement
 Far East Co-Marketing Countries
 Far East Co-Promotion Countries
 Far East Co-Venture Agreement
 Far East Operating Board
 Far East Single Presence Country provided however
 Far East Single Presence Country Exhibit
 Field
 Five-Year Strategic Business Plan
 8




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##### 



Governance Agreement
 Hospital Representatives
 Interests
 JV Entity
 LAFE
 LAFE Co-Marketing Countries
 Latin America
 Latin America Executive Sponsors
 Launch
 9




---



##### 



Launch Period
 License Agreements
 Licensor
 Local Affiliate
 Local Bankruptcy
      Losses
 M
 M Indemnified Parties
 10




---



##### 



M Sales Force
 MAH
 Marketing Presence
 Marketing and Educational Plan
 Marketing LLC
 Marketing Support Activities
 Material Adverse Effect
 M/E ECLAFE Business
 11




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##### 



M/E Combination Product
 M/E Combination Product U.S. Trademark
 Mid-Europe Region
 Middle East Africa Region
  MSDAPS
 MSDIL
 MSDIS
 MSP Technology
 New Agreements
 Non-Distribution Party
 12




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##### 



Non-Packager
 Non-Representative Educational and Promotional Activities
 Non-Representative Educational and Promotional Spending
 Obligations
 Packager
 Party
 PDE Requirements
 Person
 Phase IV
 Phase V
 13




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##### 



Pre-Launch Activities
 Prescriber
 Pre-Termination Substances i.e.
 Primary Care Representatives
 Primary Detail Equivalents PDEs
 14




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##### 



Primary Position Detail
 Product Marketing Authorization
 Regulatory Costs
 Regulatory Expenses Cap
 Related Agreements
 Sample
 Scandinavian Region
 Secondary Position Detail
 15




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##### 



Singapore Partnership
 Singapore Partnership Agreement
 Single Presence Country
 Single Presence Country Exhibits
 Simvastatin a a b a b
 SOL
 Special Damages
 Specialty Representatives
 S-P
 S-P Indemnified Parties
 S-P Sales Force
 16




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##### 



Statin
 Targeted Prescribers
 Terminated Party
 Terminating Party
 Toll Packaging Agreements
 Tertiary Position Detail
 Third Party
 Trademark Registrations
 U.S. Related Companies
 17




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##### 



U.S. Territory
 Venture Agreements
 Venture Cholesterol Product
 Venture Companies
  Worldwide Cholesterol Business
 WWOC
 WWOC Chairs
 WWOC Representatives
 Z/E ECLAFE Business
 Z/E Combination Product
 18




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##### 



Z/E Combination Product U.S. Trademark
 Headings
 Intent of the Parties
 ARTICLE II
THE ECLAFE TRANSACTIONS
 The EMEA
 EMEA Co-Promotion Countries
 Entity Agreement
 19




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##### 



Disadvantaged Party Obligations
 EMEA Co-Branding Countries
  20




---



##### 



EMEA Single Presence Countries
  EMEA Marketing Authorization Holder
 MAH
 21




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##### 



22




---



##### 



Supply and Distribution
    23




---



##### 



Toll Packaging
   24




---



##### 



Sub-Distribution Agreements
      25




---



##### 



26




---



##### 



Canada
  Canadian Partnership Canadian Partnership Agreement
   27




---



##### 



28




---



##### 



29




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##### 



Latin America
 Supply and Distribution
  Toll Packaging
   Far East
 Far East Co-Marketing Countries
  30




---



##### 



Far East Board Countries
 
 31




---



##### 



32




---



##### 



Far East Single Presence Countries
  33




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##### 



Toll Packaging
   Amendment of Prior Agreements and S-P ECLAFE License Agreements
 Amendment of Prior Agreements
   34




---



##### 



35




---



##### 



MSP Technology Agreement
  S-P ECLAFE License Agreements
    36




---



##### 



Certain Contract Manufacturing Agreements
    Toll Packaging Rights
 Packager Non-Packager
 37




---



##### 



38




---



##### 



ARTICLE III
MANAGEMENT
 Worldwide Oversight Committee
 Formation; Purposes WWOC
 Membership WWOC Representatives WWOC Chairs
 Meetings of the WWOC
 Manner of Acting
 39




---



##### 



Management of the EMEA.
 EMEA Operating Board.
 Formation; Purposes EMEA Operating Board
 Membership EMEA Operating Board
Chair
 40




---



##### 



Meetings of the EMEA Operating Board
 Manner of Acting
 Dispute Resolution
 41




---



##### 



Product Launch Decisions
 EMEA General Manager
 Designation; Purposes EMEA General Manager
 Management
 42




---



##### 



EMEA Marketing Director)
 Country Marketing Committee Disputes
 EMEA Marketing Committee
 Formation EMEA Marketing Committee
 Purposes
 43




---



##### 



Five-Year Plans; Approval of Annual Marketing and Educational Plans;
Default Marketing Plans
 Five-Year Strategic Business Plan
 PDE Requirements Consultants Report
  44




---



##### 



Default Marketing Plan
  45




---



##### 



Sales Force Compensation Auditor Compensation Auditor
 EMEA No Presence Countries
  EMEA Single Presence Countries
 46




---



##### 



Access to Promotional Materials
 Management of Canada
 Management by the Canadian Board of Members Canadian Board
 Canada General Manager Canadian General Manager
 Management of Latin America
 Supply and Distribution Distribution
Party
 47




---



##### 



provided
 Reporting Obligations
 Registration and Launch , ,
 48




---



##### 



.
 Access to Promotional Materials
 Dispute Resolution in Latin America
 Management of the Far East  Co-Marketing Countries
 Supply and Distribution
 49




---



##### 



provided
 Reporting Obligations
 Registration and Launch
 Access to Promotional Materials
 Dispute Resolution in Far East Co-Marketing Countries
 50




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##### 



Management of the Far East Board Countries
 Far East Board Countries.
 Far East Operating Board; Purposes Far East
Operating Board
 Membership S-P. M shall designate a board
member to call meetings of the Far
 51




---



##### 



Meetings of the Far East Operating Board
 Manner of Acting
 Dispute Resolution
 Country Marketing Committee Disputes
 52




---



##### 



Product Launch Decisions
 Appointment of a Far East General Manager
 Five-Year Plans; Approval of Annual Marketing and Educational Plans;
Default Marketing Plans
   53




---



##### 



provided however
  54




---



##### 



Far East Single Presence Countries
 ARTICLE IV
GOOD FAITH EFFORTS; OTHER MATTERS
 Commercially Reasonable Good Faith Efforts
 Certain Expenses
 Expenses Outside EMEA provided provided further
 EMEA Regulatory Costs provided however Regulatory Expenses Cap however
 55




---



##### 



Expenses Outside Canada; Expenses Outside Far East Co-Promotion Countries
 Phase IV Clinical Trials
 Trademarks.
 EMEA.
 General
 EMEA Co-Promotion Countries
 EMEA Single Presence Countries
 EMEA Co-Branding Countries  S-P
 56




---



##### 



provided however
 EMEA Co-Branding Countries  M provided however
 Ownership
 Canada
 LAFE
 General
 57




---



##### 



Far East Co-Promotion Countries
 Far East Single Presence Countries
 LAFE
Co-Marketing Countries  S-P provided however
 LAFE Co-Marketing Countries  M provided however
 58




---



##### 



Ownership
 General
    Applications
 Consequences of Non-Singapore Partnership Registrations Trademark Registrations
 59




---



##### 



Back-Up Trademarks in EMEA Co-Branding Countries and LAFE Co-Marketing Countries provided however
 Infringement
 60




---



##### 



Non-Compete
  Unilateral Termination of Board Country Agreements provided
 ARTICLE V
DISPUTE RESOLUTION, TERMINATION, DISSOLUTION AND
LIQUIDATION
 Dispute Resolution
 Termination
 61




---



##### 



Right to terminate
 ECLAFE Material Breach ECLAFE Material Breach Material Adverse
Effect provided
  62




---



##### 



Bankruptcy
 Change of Control
  Automatic Termination of Master Agreement
 Local Bankruptcy
 Consequences of Termination
 General
 63




---



##### 



Singapore Termination Assets Technology Termination Assets ECLAFE Termination Assets
 Bankruptcy
 ECLAFE Material Breach
  64




---



##### 



Change of Control Call
Party C-O-C Notice C-O-C Party Call Price
  65




---



##### 



Call Notice
 66




---



##### 



67




---



##### 



Agreement to Enter into New Agreements New
Agreements
 No Double Counting
 Treatment of Master Agreement and Related Agreements
 General
 Survival of Certain Provisions of this Agreement
  68




---



##### 



Effect of Certain Terminations
    69




---



##### 



Effect of Termination Due to Local Bankruptcy
  70




---



##### 



71




---



##### 



Incorporation by Reference
 ARTICLE VI
REPRESENTATIONS, WARRANTIES, COVENANTS
AND INDEMNIFICATION
 Representations and Warranties of the Parties
 Organization and Good Standing; Power and
Authority; Qualifications
 Authorization of this Agreement and the
Related Agreements
 No Conflict
 72




---



##### 



Certain Representations
   Certain Covenants
 Maintenance of Corporate Existence, etc.
 Compliance with Laws
 73




---



##### 



Insurance
 Certain Obligations
 Affiliate Obligations.
 Amendments to Related Agreements.
 Non-Discrimination
 Supply Allocation
 Promotional Disputes
 74




---



##### 



Indemnification
 Indemnification by the Singapore Partnership
    Indemnification by M
     75




---



##### 



Indemnification by S-P
      Indemnification Principles Losses
 76




---



##### 



Special Damages
 Claim Notice Claim Notice
 ARTICLE VII
MISCELLANEOUS
 Confidentiality
 JV Entity
  77




---



##### 



Confidential Information
      78




---



##### 



Publicity Disclosing Party
 Further Assurances
 Notices
 79




---



##### 



Failure to Pursue Remedies
 Cumulative Remedies
 Assignment; Binding Effect
 Severability
 Counterparts
 Integration
 80




---



##### 



Governing Law provided that
 Amendments
 Judicial Proceeding
 General
 Consent to Jurisdiction
 81




---



##### 



Enforcement of Certain Rights provided Licensor
 No Third Party Beneficiaries
 Survival
 Sanctioned Countries
  82




---



##### 



83




---



##### 



84




---



##### 



Schedule 1.2(ii)
 Existing M JVs
  S-1




---



##### 



Schedule 1.2(iii )
 Existing S-P JVs
 S-2




---



##### 



Schedule 2.1(a )
 Country Sales Amounts for Major Countries in EMEA
($ millions)
  S-3




---



##### 



Schedule 4.2(a )
  S-4




---



##### 



Schedule 7.4
  S-5