Exhibit 10.26


 


CONFIDENTIAL TREATMENT REQUESTED:


 


Portions of this Exhibit have been redacted
pursuant to a request for confidential treatment under Rule 24b-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934,
as amended.  Such redacted portions have been replaced with “{***}” in this Exhibit.  An unredacted version of this document has
been filed separately with the Securities and Exchange Commission along with
the request for confidential treatment.


 


	
   

  	
   

  	
  DATED JUNE 19, 2009

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (1)

  	
   

  	
  LIFEHEALTH LIMITED  

   

  and

   

  	
   

  
	
  (2)

  	
   

  	
  CAMBRIDGE LABORATORIES (IRELAND) 

  LIMITED  

   

  and

   

  	
   

  
	
  (3)

  	
   

  	
  CAMBRIDGE LABORATORIES LIMITED  

   

  and

   

  	
   

  
	
  (4)

  	
   

  	
  BIOVAIL LABORATORIES INTERNATIONAL 

  (BARBADOS) SRL

  	
   

  



 


 


	
   

  	
  
  

  

  

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEED OF NOVATION AND AMENDMENT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  
  

  

  

  	
   

  



 


	
   

  	
  One Eleven 

  Edmund Sheet 

  Birmingham 

  B3 2HJ  



  DX 13033 Birmingham-1  



  t +44 (0) 121 234 0000 

  f: +44 (0) 121 234 0001  

   

  www.hbjgateleywareing.com

  



 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  DEFINITIONS AND INTERPRETATION

  	
  2

  
	
  2.

  	
  ASSIGNMENT FROM CLL TO CAMBRIDGE IRELAND

  	
  3

  
	
  3.

  	
  NOVATION

  	
  4

  
	
  4.

  	
  WITHHOLDING TAX

  	
  5

  
	
  5.

  	
  EXCHANGE RATES

  	
  8

  
	
  6.

  	
  ADJUSTED/NEW OBLIGATIONS

  	
  8

  
	
  7.

  	
  LICENCE AGREEMENT

  	
  10

  
	
  8.

  	
  CONFIDENTIALITY

  	
  11

  
	
  9.

  	
  NON COMPETITION

  	
  11

  
	
  10.

  	
  COSTS

  	
  11

  
	
  11.

  	
  MISCELLANEOUS

  	
  12

  



 

















 


THIS
DEED OF NOVATION AND AMENDMENT is made on June 19,
2009


 


BETWEEN:


 


(1)                                  LIFEHEALTH LIMITED, a
company organised under the laws of England and Wales with company number
03017293 whose registered office is at 23 Winkfield Road, Windsor, Berkshire
SL4 4BA, United Kingdom (“Lifehealth”);


 


(2)                                  CAMBRIDGE LABORATORIES
(IRELAND) LIMITED, a company organised under
the laws of the Republic of Ireland with company number 403279 whose registered
office is at Alexandra House, The Sweepstakes, Ballsbridge, Dublin 4, Republic
of Ireland (“Cambridge Ireland”);


 


(3)                                  CAMBRIDGE LABORATORIES
LIMITED, a company organised under the laws of England and
Wales with company number 2039082 whose registered office is at First Floor
Deltic House, Kingfisher Way, Silverlink Business Park, Wallsend, Tyne &
Wear, NE28 9NX, United Kingdom (“CLL”); and


 


(4)                                  BIOVAIL LABORATORIES
INTERNATIONAL (BARBADOS) SRL, a society with restricted
liability under the laws of Barbados with society number 967 whose registered
office is at Watches, Christ Church, Barbados BB1715 (“Biovail”).


 


RECITALS


 


(A)                              CLL (under its
previous name Cambridge Selfcare Diagnostics Limited (“CSD”))
and Lifehealth entered into a Licence Agreement dated 10 December 1998
(the “1998 Lifehealth Licence”), as amended
by Amendment No. 1, dated 29 October 2002, Amendment No. 2, dated
31 March 2004, and Amendment No. 3, dated 12 August 2004
(collectively, the “1998 Lifehealth Licence
Amendments”, and the 1998 Lifehealth licence, as amended by the 1998
Lifehealth Licence Amendments is referred to as the “1998 Amended
Lifehealth Licence”). Pursuant to Amendment No. 3, the 1998
Amended Lifehealth Licence has been assigned by CLL (referred to as CLUK in
Amendment No. 3) to Cambridge Ireland such that the 1998 Amended
Lifehealth Licence is currently in effect between Cambridge Ireland and
Lifehealth. Cambridge Ireland and Lifehealth also entered into a Licence and
Consent Agreement dated 22 September 2006 (the “2006
Lifehealth Licence”).


 


(B)                                Under Amendment No. 3,
the 1998 Lifehealth Licence (as amended by Amendment Nos. 1 and 2) was assigned
by CLL (defined as CLUK in Amendment No. 3) to Cambridge Ireland together
with any and all sub-licences entered into by CLL pursuant to and in accordance
with the 1998 Lifehealth licence.


 


(C)                                Pursuant to the
Asset Purchase Agreement (as defined below) Cambridge Ireland is selling its
TBZ Business to Biovail and as part of that Transaction Cambridge Ireland
wishes to novate the Licence Agreement to Biovail.


 

















 


(D)                               This Deed sets
out the terms and conditions upon which all Cambridge Ireland’s rights and
obligations in respect of the Licence Agreement shall be novated to Biovail and
upon which Lifehealth agrees to the novation.


 


(E)                                 CLL enters into
this Deed to confirm that the assignment of rights and obligations undertaken
pursuant to Amendment No. 3, together with any novation of any
sub-licences between CLL and any third party, was effective.


 


(F)                                 It is agreed that
the novation effected by this Deed shall take full effect in accordance with
its terms.


 


(G)                                No other
agreements between Cambridge Ireland and Lifehealth are being novated,
including but not limited to (i) the licence agreement dated 18 July 1995
and (ii) the pharmacovigilance agreement dated 6 November 2006.


 


THE
PARTIES AGREE AS FOLLOWS:


 


1.                                      DEFINITIONS
AND INTERPRETATION


 


1.1                                 In this Deed the following
words and expressions shall have the following meanings unless the context
otherwise requires:


 


“Affiliate” of a party means any entity that is directly or
indirectly controlling, controlled by, or under common control with such party
and “control” means the power to direct the management and policies of such
party, directly or indirectly, whether through ownership of voting securities,
by contract or otherwise and the terms “controlling” and “controlled” have
meanings correlative to the foregoing;


 


“Asset Purchase Agreement” means the agreement between
Cambridge Ireland and Biovail, dated 16 May 2009, as amended to the date
hereof;


 


“Deed” means this Deed of Novation and Amendment comprising
its recitals and clauses;


 


“Effective Time” means the time and date on which the
Transaction completes;


 


“Licence Agreement” means all the agreements, amendments,
alterations and side letters referred to in recital A above;


 


“TBZ Business” means Cambridge Irelands and its Affiliates’
worldwide rights in and to tetrabenazine (including rights to improvements) and
related assets;


 


“Transaction” means the sale of Cambridge Ireland’s TBZ
Business to Biovail pursuant to the Asset Purchase Agreement.


 


1.2                                 In this Deed, capitalised
terms other than those set out in the recitals hereto or clause 1.1 above shall
have the meaning attributed to them in the Licence Agreement


 


2

















 


1.3                                 In this Deed unless otherwise
specified, reference to:


 


1.3.1                        a party means a party to this
Deed and includes its permitted assignees and/or the respective successors in
title to substantially the whole of its undertaking;


 


1.3.2                        words denoting the singular
shall include the plural and vice versa and words denoting any gender shall
include all genders; and


 


1.3.3                        recitals, clauses or
paragraphs are to recitals, clauses or paragraphs to this Deed.


 


2.                                      ASSIGNMENT
FROM CLL TO CAMBRIDGE IRELAND


 


2.1                                 The parties (other than
Biovail) acknowledge and agree that:


 


2.1.1                        pursuant to Amendment No. 3
of the 1998 Lifehealth Licence (as amended by Amendment Nos. 1 and 2), the 1998
Lifehealth Licence (as amended by Amendment Nos. 1 and 2) was fully and
effectively assigned by CLL (defined as CLUK in Amendment No. 3) to
Cambridge Ireland such that Cambridge Ireland enjoys all rights and powers of
CLL under the 1998 Lifehealth Licence (as amended by Amendment Nos. 1 and 2)
and Cambridge Ireland is liable for all duties and obligations of CLL under the
1998 Lifehealth Licence (as amended by Amendment Nos. 1 and 2);


 


2.1.2                        all sub-licences under the
1998 Lifehealth Licence (as amended by Amendment Nos. 1 and 2) to which CLL was
a party at the time of the assignment referred to in clause 2.1.1 above,
together with all distribution agreements, letters of appointment, manufacturer
agreements and all amendments, side letters, alterations and technical
agreements relating to those sub-licences and to which CLL was also a party at
that time (“Sub Agreements”), have been fully
and effectively assigned to Cambridge Ireland prior to the Effective Time such
that Cambridge Ireland enjoyed all rights and powers of CLL under such Sub
Agreements and Cambridge Ireland was following such assignment liable for all
duties and obligations of CLL under such Sub Agreements;


 


2.1.3                        as at the Effective Time, CLL
is accordingly no longer a sub-licensor or a grantor of rights in relation to
tetrabenazine and any related products pursuant to the 1998 Amended Lifehealth
Licence;


 


2.1.4                        CLL assigned all of its rights
and powers and fully and effectively delegated all of its duties and
obligations under the Sub Agreements to Cambridge Ireland and all
counterparties to the Sub Agreements which remain in effect at this date deal
with Cambridge Ireland in place of CLL.


 


2.2                                 Each of CLL, Cambridge Ireland
and Lifehealth confirms severally that to the extent that its consent was
required for any assignment referred to in this clause 2, such consent was
given and is hereby acknowledged.


 


3

















 


2.3                                 Without prejudice to its
rights against Cambridge Ireland in respect of warranties under the Asset
Purchase Agreement, Biovail agrees that it shall not assert a claim against any
party hereto to the effect that the assignments described in clauses 2.1.1,
2.1.2 or 2.1.4 were ineffective.


 


3.                                      NOVATION


 


3.1                                 With effect from the Effective
Time, Cambridge Ireland hereby novates to Biovail all of Cambridge Ireland’s
rights, benefits and obligations under the Licence Agreement so that from and
after the Effective Time the Licence Agreement shall be construed and treated
as if Biovail was a party and Lifehealth and Biovail shall have rights and
obligations under or in relation to the Licence Agreement, in all respects, as
if Biovail was named as a party instead of CSD and all references therein to
CSD shall be construed as references to Biovail.


 


3.2                                 Lifehealth agrees to the
novation pursuant to clause 3.1 upon the terms of this Deed and on the
condition that (i) Cambridge Ireland and Biovail have novated or received
consent to assign the agreements (such that those assignments have taken effect
pursuant to the provisions of the Asset Purchase Agreement) listed in Appendix
A and (ii) Biovail executes and delivers the side letter annexed at
Appendix B.


 


3.3                                 Cambridge Ireland and Biovail
undertake to use reasonable endeavours, for a period of 90 days following the
Effective Time, to procure the assignment or novation to Biovail of all
sub-licenses of rights under the Licence Agreement (other than the agreements
listed in Appendix A and Appendix D).


 


3.4                                 Cambridge Ireland and Biovail
jointly and severally undertake to indemnify and keep indemnified Lifehealth
against any and all costs, damages, clams, expenses and/or other liabilities
incurred by Lifehealth to the extent arising from any failure of Cambridge
Ireland and Biovail to procure the assignment or novation to Biovail of the
distribution agreements set forth in Appendix E.


 


3.5                                 Cambridge Ireland undertakes
to use reasonable endeavours to ensure that the benefits and burdens of the
Contract Manufacture Agreement between Cambridge Ireland and Pharmaserve
Limited, dated May 6, 2005, as it relates to the TBZ Business, are
available to Biovail at the Effective Time.


 


3.6                                 Cambridge Ireland releases and
discharges Lifehealth from all Lifehealth’s obligations and liabilities to
Cambridge Ireland under the Licence Agreement which accrue from and after the
Effective Time in respect of any acts and/or omissions of Lifehealth.


 


3.7                                 Without prejudice to Cambridge
Ireland’s obligations under this Deed (including under clause 8 and clause 9 of
this Deed), Lifehealth releases and discharges Cambridge Ireland from all
Cambridge Ireland’s obligations and liabilities to Lifehealth under the Licence
Agreement which accrue from and after the Effective Time in respect of any acts
and/or omissions of Cambridge Ireland in respect of the Licence Agreement.


 


4

















 


3.8                                 Lifehealth and Cambridge
Ireland each remain liable to the other in relation to any obligations and/or
rights under the Licence Agreement which accrued before the Effective Time. For
the avoidance of doubt, any payments in relation to sales of Products made
before the Effective Time shall remain payable by Cambridge Ireland even if not
due to be paid until after the Effective Time.


 


3.9                                 Biovail undertakes with
Lifehealth on and with effect from the Effective Time and thereafter to perform
all the obligations and assume all the liabilities of Cambridge Ireland
accruing from and after the Effective Time under or in connection with the
Licence Agreement, as if Biovail had been named as a party to the Licence
Agreement in place of CSD.


 


3.10                           Biovail shall be entitled to
all of the rights and benefits of Cambridge Ireland under the Licence Agreement
which accrue from and after the Effective Time, so that Biovail shall be
substituted in place of CSD as a party to the Licence Agreement.


 


4.                                      WITHHOLDING
TAX


 


4.1                                 With effect from the Effective
Time, the Licence Agreement shall be amended to state that all sums payable by
Biovail to Lifehealth, or by Lifehealth to Biovail (if any), as the case may
be, under the Licence Agreement shall be paid free and clear of all deductions,
set-offs, counterclaims and/or other withholdings, except any deduction or
withholding which may be required by law in relation to taxation. If any such
deduction or withholding is required by law, then Biovail or Lifehealth, as the
case may be, shall:


 


4.1.1                        ensure that the amount by
which the payment is reduced does not exceed the minimum legally required
amount of withholding tax;


 


4.1.2                        account in full for the
required amount of withholding tax to the relevant taxation or other competent
authority on or before its due date; and


 


4.1.3                        promptly provide to the other
party an official receipt from the relevant taxation or other competent
authority for the amount of withholding tax or, if such receipts are not issued
by the authority concerned, a certificate of deduction or equivalent evidence
relating to the required amount of withholding tax.


 


4.2                                 Subject to clause 4.4 below,
if any withholding tax is required to be (and is in fact) deducted or withheld
from an amount payable by Biovail to Lifehealth under the Licence Agreement,
Biovail shall be obliged to pay to Lifehealth such grossed up amount as will,
after the deduction or withholding for withholding tax from such grossed-up
amount has been made, leave Lifehealth with the same amount as Lifehealth would
have received, after the deduction, withholding or payment of all withholding
taxes required by law, if the novation effected by this Deed had not occurred
and the sum in question had been paid by Cambridge Ireland (determined giving
effect to reasonably available mitigation strategies to avoid or reduce such
taxes). In other words, Biovail shall be obliged to pay such additional amount
as will ensure that the amount received by Lifehealth, after the deduction or
withholding of all withholding taxes required by law on the increased 


 


5

















 


amount, is the same as the amount which Lifehealth
would have received from Cambridge Ireland, after the deduction or withholding
of all withholding taxes required by law, if the novation effected by this Deed
had not occurred and the sum in question had been paid by Cambridge Ireland.


 


4.3                                 Subject to clause 4.4 below,
if as a result of a change in (i) the ownership of Lifehealth’s equity, (ii) the
residence of Lifehealth for tax purposes, (iii) the domicile of Lifehealth
or (iv) the location in which Lifehealth’s obligations or business under
the Licence Agreement are performed or conducted it being understood that such
location is presently the United Kingdom, and will change pursuant to clause
7.2 of this Deed) (collectively, “Lifehealth’s Status”)
from and after the Effective Time, any amounts payable to Biovail in connection
with the performance or conduct of its business under the Licence Agreement are
subject to an increase in the amount of withholding taxes that are, or should
become, required to be (and are in fact) withheld or deducted from such
payments or paid, over those that would have been required to be withheld,
deducted or paid had such change in Lifehealth’s Status not occurred,
Lifehealth shall be obliged to pay to Biovail such grossed-up amount as will,
after the deduction or withholding for withholding taxes from such grossed-up
amount has been made, leave Biovail with the same amount as Biovail would have
been entitled to receive, after the deduction or withholding of all withholding
taxes required by law, if the change in Lifehealth’s Status had not occurred.
In other words, Lifehealth shall be obliged to pay such additional amounts as
will ensure that the sum of (i) the amount received by Biovail in
connection with the performance or conduct of its business under the Licence
Agreement and (ii) the related additional amount payable by Lifehealth;
less the deduction or withholding of all withholding taxes required by law on
such amounts, is the same as the amount which Biovail would have received,
after the deduction or withholding of all withholding taxes required by law, if
the change in Lifehealth’s Status had not occurred.


 


4.4                                 Biovail or Lifehealth, as the
case may be, shall not be required to pay any additional amount under clause
4.2 or clause 4.3 above, as applicable, to the extent that the withholding tax
in question arises or is increased as a result of:


 


4.4.1                        any connection between the
other party and the jurisdiction imposing the withholding tax in question,
other than a connection arising pursuant to the other party’s rights and
obligations under the Licence Agreement and this Deed;


 


4.4.2                        notwithstanding any exception
in clause 4.4.1 and clause 4.4.4, in the case of any additional amounts
otherwise payable under clause 4.2, a change in Lifehealth’s Status;


 


4.4.3                        a failure by the other party
to take reasonable steps to reduce the amount of such withholding tax (or to
prevent such withholding tax from arising) including making any claims, filings
or elections, provided that Biovail or Lifehealth, as the case may be, will
promptly reimburse the other party for all reasonable out-of pocket third party
costs incurred by the other party in taking any such steps;


 


6

















 


4.4.4                        any action by the other party
that increases the amount of withholding tax or results in withholding tax
being exigible, other than such other party’s entrance into, or the effect of
its entrance into (including the performance of any obligation or the exercise
of any of its rights under), this Deed, in each case in accordance with the
terms of this Deed; or


 


4.4.5                        any breach by the other party
of any of its obligations under the Licence Agreement or the provisions of this
Deed.


 


4.5                                 If Lifehealth or Biovail, as
the case may be, subsequently obtains relief or credit in respect of any such
withholding tax, then such party shall repay the other party an amount equal to
the credit or relief obtained up to a maximum of the amount by which the other
party’s payment was increased to take account of the withholding or deduction
of withholding tax.


 


4.6                                 Within any timescale
reasonably specified by Lifehealth or Biovail, as the case may be, the other
party shall co-operate and take all reasonable steps and provide all documents
reasonably necessary and/or desirable for Lifehealth or Biovail, as the case
may be, to obtain any available relief or credit in respect of any such
withholding tax, and shall give any information reasonably required by
Lifehealth or Bovail, as the case may be, in connection with the making of a
claim for relief and/or credit under any applicable double taxation treaty.


 


4.7                                 Should either party determine
that a gross up amount is payable to it under this clause 4, the parties shall
use reasonable endeavours to agree on the amount so payable. If either Biovail
or Lifehealth disputes the amount of any gross up payment required by such
party pursuant to clause 4 of this Deed, it shall give written notice of such
dispute to the other party reasonably promptly. Each of Biovail and Lifehealth
shall use reasonable endeavours in good faith to resolve such dispute within 15
days of the date of such notice. If Biovail and Lifehealth are unable to
resolve such dispute after such good faith negotiations, either Biovail or
Lifehealth may refer the dispute to an independent expert to be agreed between
Biovail and Lifehealth. If Biovail and Lifehealth cannot agree on an
independent expert to act within 7 days of the date of a request from either of
them to appoint an expert, such independent expert will be appointed by the
President for the time being of the Institute of Chartered Accounts on the
application of either Biovail or Lifehealth. Such person will act as an expert
and not as an arbitrator. Biovail and Lifehealth agree that the decision of the
expert (which will be given in writing, stating reasons) will be final and
binding on Biovail and Lifehealth. Each of Biovail and Lifehealth will provide
the expert with such information as the expert may reasonably require for the
purposes of his determination. The costs of the reference to an expert will be
borne in the first instance by the party making the reference. The expert will
in his decision determine the liability for such costs, which decision will be
final and binding on Biovail and Lifehealth.


 


7














 


5.                                      EXCHANGE
RATES


 


5.1                                 After the Effective Time, for
the purposes of determining the amounts payable by Biovail to Lifehealth that
are based on any amounts accounted for by, or reported to, Biovail in any
currency other than Sterling (the “Reporting Currency”),
Biovail shall provide Lifehealth with a statement of the calculation of the
amount due to Lifehealth expressed in any such Reporting Currency (the “Base Amount Due”) for a particular calendar month. Biovail
will also provide Lifehealth with a statement of the calculation of the
Sterling equivalent of the Base Amount Due, with such Sterling equivalent equal
to (i) the foreign currency exchange rates published by HM Revenue &
Customs for both VAT and customs purposes for that calendar month multiplied by
(ii) the Base Amount Due; with such amount referred to as the “Sterling-Equivalent Amount Due”.


 


5.2                                 In the case where amounts
payable by Biovail to Lifehealth are based on any amounts accounted for by, or
reported to, Biovail in Sterling, Biovail shall provide Lifehealth with a
statement of the calculation of the amount due to Lifehealth expressed in
Sterling, and the amount so determined as payable by Biovail to Lifehealth
shall be referred to as the “Sterling Amount Due”.


 


5.3                                 Any payments to be made to
Lifehealth shall be paid by Biovail to Lifehealth in Sterling in an amount
equal to the sum of Sterling-Equivalent Amount Due and the Sterling Amount Due.


 


6.                                      ADJUSTED/NEW
OBLIGATIONS


 


6.1                                 It is agreed that the
provisions of the Licence Agreement shall be amended with effect from the
Effective Time (or, in the case of clauses 6.1.1, 8.1.2, 8.1.3 and 6.1.4, the
application of the terms of the Licence Agreement are clarified) as follows:


 


6.1.1                        for the avoidance of doubt,
Biovail acknowledges that it would not be unreasonable for Lifehealth to
withhold its consent pursuant to clause 2.4 of the 1998 Lifehealth Licence to a
distribution agreement for the United Kingdom and/or the Republic of Ireland
that Biovail proposes to enter into if the economic effect on Lifehealth of
such proposed agreement is less favourable to Lifehealth than the economic
effect on Lifehealth of the distribution arrangement then in effect (or most
recently in effect) with respect to such territories;


 


6.1.2                        for the avoidance of doubt,
the assignment and transfer by Cambridge Ireland to Biovail of inventory
constituting part of the TBZ Business in the Transaction shall not be deemed to
be sales of Product (as defined in the 1998 Amended Lifehealth Licence) to any
third party for purposes of the 1998 Amended Lifehealth Licence;


 


6.1.3                        for the avoidance of doubt,
sales of Product by Biovail (and its successors) to Biovail Laboratories
International SRL (“BLS”) or
Prestwick Pharmaceuticals, Inc. (“Prestwick”) and
their respective successors pursuant to the Second Amended and Restated
Agreement dated November 18, 2005 between Cambridge Ireland and Prestwick
and subject to the sublicense agreement dated September 


 


8

















 


12, 2008 between BLS and Prestwick, as amended
(collectively; the “U.S. Agreement”),
and sales of Product by Biovail (and its successors) to Biovail Corporation (“BVF”) and its successors pursuant to the First Amended and
Restated Agreement for Canadian Rights to Nitoman dated November 18, 2005
between Cambridge Ireland and Prestwick, as assigned to BVF effective December 1,
2008 (collectively, the “Canadian Agreement”),
shall be included in the calculation of Total Net Receipts; provided that sales
of Product by BLS or Prestwick or their respective successors for the U.S.
market pursuant to the rights granted to them under the U.S. Agreement,
including sales to Lundbeck Inc. (“Lundbeck”) or
its successors pursuant to the Marketing, Distribution and Supply Agreement for
Xenazine dated September 16, 2008 between Prestwick and Ovation
Pharmaceuticals, Inc. (now Lundbeck), and sales of Product by BVF or its
successors in the Canadian market pursuant to the rights granted to it under
the Canadian Agreement, shall not be included in the calculation of Total Net
Receipts. Except as provided in the foregoing sentence, for purposes of
calculating Total Net Receipts under the 1998 Amended Lifehealth Licence, the
amount of Total Net Receipts shall be determined based on the revenues from the
sale of Product by Biovail or its relevant Affiliate to customers that are not
Affiliates of Biovail;


 


6.1.4                        for the avoidance of doubt, in
calculating {***}† under the 1998 Amended Lifehealth Licence, (a) the
costs incurred by a party or any of its Affiliates that may be {***}† Total Net
Receipts in {***}† of the definition of {***}† shall not include {***}†


 


6.1.5                        for the purposes of
calculating Total Net Receipts under the 1998 Amended Lifehealth Licence, for
sales of Product by Biovail to its Affiliates under the U.S. Agreement and the
Canadian Agreement, the amount of Total Net Receipts shall be calculated on the
basis that all amounts payable for such Product are received within customary
trade terms of 45 days, without duplication;


 


6.1.6                        the wording of the opening
paragraph of clause 11.1 of the 1998 Lifehealth Licence shall be amended to
read as follows:


 


“The parties have
agreed that they shall be jointly liable in equal shares for any liability
arising pursuant to this Agreement and accordingly each party agrees to
indemnify and keep indemnified the other party against that indemnifying party’s
share of any and all costs, damages, claims, expenses and/or other liabilities
arising from any third party claim (whether in contract, tort or otherwise)
concerning: -”; and


 


6.1.7                        the wording of clause 8.2 of
the 1998 Lifehealth Licence shall be amended to read as follows:


 






† Represents material which has been redacted and filed separately with
the Securities and Exchange Commission pursuant to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.


 


9

















 


“The Development
Plan shall be reviewed and revised quarterly at meetings which shall take place
between the parties. At those quarterly meetings the parties shall agree the
level of expenditure to be committed to the Development Plan. Biovail shall
provide Lifehealth with no less than 30 days notice prior to each quarterly
meeting. Biovail and Lifehealth agree to hold such additional meetings as may
be necessary upon the mutual agreement of Biovail and Lifehealth.”


 


7.                                      LICENCE
AGREEMENT


 


7.1                                 Lifehealth, Cambridge Ireland,
CLL and Biovail agree that from (and including) the Effective Time clause 18.7
of the 1998 Lifehealth Licence (and any other provisions the same or equivalent
to it in any of the other parts of the Licence Agreement) shall have no force
or effect and each of the parties irrevocably waives and releases each other
party from any obligation to comply with such clauses or provisions solely with
respect to the potential sale of Lifehealth (whether by way of share sale or
the sale of the business and assets of Lifehealth) to H Lundbeck A/S, any
holding company of H Lundbeck A/S, any subsidiary of H Lundbeck A/S and/or any
other company associated, controlled and/or used by H Lundbeck A/S for such
purpose.


 


7.2                                 Biovail and Lifehealth agree
that all meetings to be held pursuant to the Licence Agreement shall be held in
Barbados or at a location mutually agreed upon by Biovail and Lifehealth and
Lifehealth shall perform all of its obligations under the Licence Agreement at
such meetings. Biovail agrees to reimburse Lifehealth for all reasonable travel
and accommodation expenses incurred in connection with such meetings and that
such amounts will not be {***}† Total Net Receipts for the purposes of
calculating {***}† and that such costs shall be borne entirely by Biovail. The
parties agree that Lifehealth’s compliance with this clause 7.2 shall not constitute
a change in Lifehealth’s Status for purposes of clause 4 of this Deed.


 


7.3                                 Lifehealth confirms that it
consents to (if not already given) Cambridge Ireland having entered into the
various agreements under the Licence Agreement as set forth in Appendix C.
Cambridge Ireland confirms that it has delivered a copy of each of the various
agreements set forth in Appendix C to Lifehealth.


 


7.4                                 Lifehealth hereby acknowledges
that, as of the date hereof, and to the best of Lifehealth’s knowledge, (i) there
are no material unresolved disputes with Cambridge Ireland under the Licence
Agreement and (ii) there have been no amendments to the Licence Agreement,
other than the 1998 Lifehealth Licence Amendments.


 


7.5                                 Cambridge Ireland hereby
acknowledges that, as of the date hereof, and to the best of Cambridge Ireland’s
knowledge, (i) there are no material unresolved disputes with Lifehealth
under the Licence Agreement and (ii) there have been no amendments to the
Licence Agreement, other than the 1998 Lifehealth Licence Amendments.


 






† Represents material which has been redacted and filed separately with
the Securities and Exchange Commission pursuant to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.


 


10

















 


8.                                      CONFIDENTIALITY


 


8.1                                 Despite the novation of the
Licence Agreement from Cambridge Ireland to Biovail, Cambridge Ireland shall
remain liable to comply with the duties of confidentiality within the Licence
Agreement as if the Licence Agreement had not been novated.


 


8.2                                 Biovail shall, from and after
the Effective Time, comply with the duties of confidentiality within the
Licence Agreement as if it had been a party to the Licence Agreement from each
of their relevant effective dates.


 


9.                                      NON
COMPETITION


 


9.1                                 Despite the novation of the
Licence Agreement from Cambridge Ireland to Biovail, Cambridge Ireland shall
remain liable to comply with the restrictions within clauses 16.9 and 16.10 of
the Licence Agreement as if the Licence Agreement had not been novated but had
been terminated.


 


9.2                                 Clause 9.1 shall not be deemed
breached solely as a result of Cambridge Ireland:


 


9.2.1                        complying with its obligations
to continue to operate the agreements listed in Appendix D for the benefit of
Biovail or to provide transition services for a period of 90 days following the
Effective Time (or such longer period as may be agreed between Cambridge
Ireland and Biovail for transition purposes, not to exceed an additional 90 days)
in accordance with the terms of the Asset Purchase Agreement;


 


9.2.2                        continuing to conduct the
tetrebenazine business in Portugal consistent with past practice for a maximum
period of 24 months immediately following the Effective Time pending the receipt
of regulatory clearance of the Transaction in Portugal, in accordance with the
terms of the Asset Purchase Agreement and related letters; or


 


9.2.3                        acting as the distributor of
Product in the United Kingdom and the Republic of Ireland under the distribution
agreement between Cambridge Ireland and CLL dated 11 May 2009 (the “Cambridge Distribution Agreement”) as in effect immediately
prior to the Effective Time, including acting as the distributor of Product for
a period not exceeding six months following the Effective Time or in accordance
with clause 20.1.1 of the Cambridge Distribution Agreement


 


10.                               COSTS


 


10.1                           All legal costs incurred by
Biovail and Cambridge Ireland in connection with this Deed and the Transaction
shall be borne by Cambridge Ireland and Biovail as appropriate and 


 


11

















 


shall not be {***}† Total Net Receipts in the
calculation of {***}† under the Licence Agreement.


 


10.2                           All legal costs incurred by
Lifehealth in connection with this Deed shall be reimbursed to Lifehealth by
Cambridge Ireland.


 


11.                               MISCELLANEOUS


 


11.1                           This Deed may be varied only
by a document signed by each of the parties.


 


11.2                           If any provision of this Deed
is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall
not affect


 


11.2.1                  the legality, validity or
enforceability in that jurisdiction of any other provision of this Deed; or


 


11.2.2                  the legality, validity or
enforceability in any other jurisdiction of that or any other provision of this
Deed.


 


11.3                           This Deed may be executed and
delivered in any number of counterparts and all such counterparts taken
together shall be deemed to constitute one instrument.


 


11.4                           No third party shall have the
right to enforce any provision of this Deed,


 


11.5                           This Deed shall be governed by
and construed in accordance with English law.


 


11.6                           The parties agree that the
courts of England shall have exclusive jurisdiction to settle any dispute which
may arise in connection to the validity, effect, interpretation or performance
of, or the legal relationships established by, this Deed.


 






† Represents
material which has been redacted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.


 


12

















 


IN
WITNESS whereof the parties have executed this Deed as a
deed on the day and year first before written.


 


	
  GIVEN
  under the Common Seal of CAMBRIDGE LABORATORIES
  (IRELAND) LIMITED

  	
  )

  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  in the presence of:

  	
  )

  	
   

  
	
   

  	
  )

  	
  MARK P. EVANS

  
	
  /s/ Mark P. Evans

  	
  )

  	
   

  
	
  Director

  	
  )

  	
   

  
	
   

  	
  )

  	
  DAVID WILDY

  
	
  /s/ David Wildy

  	
  )

  	
   

  
	
  Director/Secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Executed as a Deed by CAMBRIDGE
  LABORATORIES LIMITED acting by Mark P
  Evans, a director, in the presence of:

  	
  )

  )

  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Witness’ Signature

  	
  /s/ David Wildy

  	
  )

  	
  /s/ MARK P. EVANS

  
	
   

  	
  )

  	
   

  
	
  Name 

  	
  David Wildy

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Address

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Executed as a Deed by BIOVAIL
  LABORATORIES INTERNATIONAL (BARBADOS) SRL acting by Michel
  Chouinard, a Manager of Biovail Laboratories

  	
  )

  )

  )

  	
  /s/ MICHEL CHOUINARD 

  
	
  International (Barbados) SRL who, in accordance with
  the laws of Barbados, is acting under the authority of Biovail Laboratories International
  (Barbados) SRL 

  	
  )

  )

  )

  	
  /s/ FITZROY BARDOUILLE

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  WITNESS by F. BARDOUILLE

  
	
   

  	
   

  	
   

  
	
  Executed as a Deed by LIFEHEALTH
  LIMITED acting by Stephen Jeffrey Jones, a director, in the
  presence of:

  	
  )

  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Witness’ Signature

  	
  /s/ Caroline Jones

  	
  )

  	
  /s/ STEPHEN JEFFREY JONES

  
	
   

  	
   

  	
  )

  	
   

  
	
  Name 

  	
  Caroline Jones

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  
	
  Address

  	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
										



 


13














 


APPENDIX
A


 


Cambridge Ireland
has novated or received consent to assign the arrangements and agreements
between Cambridge Ireland or its applicable Affiliate and the entities set
forth below:


 


1.                                       Distribution Agreement between Cambridge
Laboratories (Ireland) Limited and Temmler Pharma GMBH & Co KG, dated May 17,
2006, and all schedules, amendments, alterations, side letters and technical
agreements.


 


2.                                       Distribution Agreement between Cambridge
Laboratories Limited and EUSA Pharma (formerly OPi), dated March 4, 2004,
and all schedules, amendments, alterations, side letters and technical
agreements.


 


3.                                       Distribution Agreement between Cambridge
Laboratories Limited and Chiesi Farmaceutici SPA, dated July 28. 2003, and
all schedules, amendments, alterations, side letters and technical agreements.


 


4.                                       Distribution Agreement between Cambridge
Laboratories (Ireland) Limited and UCB Pharma S.A. dated October 27, 2008,
and all schedules, amendments, alterations, side letters and technical
agreements.


 


5.                                       Distribution Agreement between Cambridge
Laboratories (Ireland) Limited and UCB Pharma (Produtos Farmaceuticos) Lda
dated October 24, 2008, and all schedules, amendments, alterations, side
letters and technical agreements.


 


6.                                       Distribution Agreement between Cambridge
Laboratories (Ireland) Limited and Apotheekzorg BV, dated June 11, 2008,
and all schedules, amendments, alterations, side letters and technical
agreements.


 


7.                                       Distribution Agreement between Cambridge
Laboratories Limited and Medilink A/S for Tetrabenazine, dated August 1,
2000, and all schedules, amendments, alterations, side letters and technical
agreements.


 


8.                                       Distribution Agreement between Cambridge
Laboratories Limited and Megapharm Limited regarding Xenazine, dated October 15,
2003, and all schedules, amendments, alterations, side letters and technical
agreements.


 


9.                                       Distribution Agreement for Tetrabenazine,
Improved Tetrabenazine and Anapolon between Cambridge Selfcare Diagnostics
Limited and Orphan Australia Pty Limited, dated October 2, 1998, and all
schedules, amendments, alterations, side letters and technical agreements.


 


10.                                 Supply Agreement between Cambridge
Laboratories and Plasto SA (Synkem Division) regarding Tetrabenazine. dated July 31,
1998, and all schedules. amendments, alterations, side letters and technical
agreements.


 

















 


11.                                 Contract Manufacturing Agreement between
Cambridge Laboratories Limited and Laboratoires Fournier SA, dated May 9,
2005, and all schedules, amendments, alterations, side letters and technical
agreements.


 


12.                                 Distribution Agreement for Tetrabenazine
between Cambridge Selfcare Diagnostics Limited and AFT Pharmaceuticals Limited
dated 2 October 1998 and all schedules, amendments, alternations, side
letters and technical agreements.


 


13.                                 Distribution Agreement between Cambridge
Laboratories (Ireland) Limited and Medifront OY re Xenazine-Xenazina-Nitoman
dated September 2008 and all schedules, amendments, alternations, side
letters and technical agreements.


 


14.                                 Distribution Agreement between Cambridge
Laboratories (Ireland) Limited and Orphan SA Pharmaceuticals Pty Limited
regarding tetrabenazine, dated 23 January 2008 and all schedules,
amendments, alternations, side letters and technical agreements.


 


15.                                 Second Amended and Restated Agreement
between Cambridge Laboratories (Ireland) Limited and Prestwick Pharmaceuticals, Inc.,
dated November 18. 2005, and all schedules, amendments, alterations, side
letters and technical agreements.


 


16.                                 First Amended and Restated Agreement for
Canadian Rights to Nitoman between Cambridge Laboratories (Ireland) Limited and
Prestwick Pharmaceuticals, dated November 18, 2005, and all schedules,
amendments, alterations, side letters and technical agreements.


 


2

















 


APPENDIX
B


 


LifeHealth Limited

23 Winkfield Road

Windsor

SL4 4BA

UK

Attention: Stephen Jones


 


June 19,
2009


 


Dear Stephen:


 


In connection
with the sale by Cambridge Laboratories (Ireland) Limited (“Cambridge”)
of its worldwide rights in and to tetrabenazine and related assets (the “TBZ
Business”) to Biovail Laboratories International (Barbados) SRL (“Biovail”)
(the “Transaction”), we are writing to confirm our understanding on
certain points relating to the TBZ Business.


 


Reference is made
to the Licence Agreement between Lifehealth Limited (“Lifehealth”) and
Cambridge, dated December 10, 1998 (the “1998 Lifehealth Licence”),
as amended by Amendment No. 1, dated 29 October 2002, Amendment No. 2,
dated 31 March 2004, and Amendment No. 3, dated 12 August 2004
(collectively, the “1998 Lifehealth Licence Amendments”, and the 1998
Lifehealth Licence, as amended by the 1998 Lifehealth Licence Amendments, is
referred to as the “1998 Amended Lifehealth Licence”), and the Licence
and Consent Agreement between Cambridge and Lifehealth, dated September 22,
2006 (the “2006 Lifehealth Licence”, and, the 2006 Lifehealth Licence
together with the 1998 Amended Lifehealth Licence is referred to as the “LifeHealth
Agreements”). Capitalized terms used but not otherwise defined herein shall
have the meanings attributed to them in the LifeHealth Agreements.


 


We confirm our
commitment to proceed with the development of a second indication for the
controlled release formulation of tetrabenazine (the “CR Formulation”),
subject to our determination, after satisfactory due diligence, that it is
commercially and clinically reasonable to so proceed. The exact indication to
be developed will be determined by agreement between Lifehealth and Biovail,
after further review and consideration, and may include tardive dyskinesia,
dystonia or some other indication, We also confirm that, conditional on the
closing of the Transaction, the costs associated with the development of the CR
Formulation, as between Lifehealth and Biovail, shall be shared as follows:


 


·                                          Development costs
associated with the CR Formulation for Tourette Syndrome will be shared by
Lifehealth and Biovail (in the manner contemplated by the LifeHealth
Agreements);


 


·                                          Biovail will be
responsible for all of the costs associated with the clinical development in
the United States of the second indication of the CR Formulation


 

















 


and such costs will not be
{***}† Total Net Receipts for the purposes of calculating {***}†;


 


·                                          Lifehealth and
Biovail will share the costs associated with the galenical development in the
United States of the second indication of the CR Formulation (in the manner
contemplated by the LifeHealth Agreements); and


 


·                                          As regards the
development and regulatory costs associated with the exploitation of the second
indication of the CR Formulation in jurisdictions outside of the United States,
Lifehealth and Biovail will share all such costs (in the manner contemplated by
the LifeHealth Agreements).


 


We also wish to
confirm to you our commitment to growing the TBZ Business on a worldwide basis.
In that regard, and without prejudice to the provisions of clause 9.4 of the
1998 Lifehealth Licence, Biovail agrees to use commercially reasonable efforts
to exploit tetrabenazine in jurisdictions outside of the United States, Subject
to our reasonable determination that such activities are commercially
reasonable on a market by market basis.


 


Yours sincerely,


 


Michel Chouinard

Chief Operating Officer, Biovail Laboratories International SRL


 






† Represents
material which has been redacted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.


 


2

















 


APPENDIX
C


 


Lifehealth has
consented to the following arrangements and agreements between Cambridge
Ireland or its applicable Affiliate and the entities set forth below:


 


1.                                       Second Amended and Restated Agreement
between Cambridge Laboratories (Ireland) Limited and Prestwick Pharmaceuticals, Inc.,
dated November 18 2005, and all schedules, amendments, alterations, side
letters and technical agreements.


 


2.                                       First Amended and Restated Agreement for
Canadian Rights to Nitoman between Cambridge Laboratories (Ireland) Limited and
Prestwick Pharmaceuticals, dated November 18, 2005, and all schedules,
amendments, alterations, side letters and technical agreements.


 


3.                                       Distribution Agreement between Cambridge
Laboratories (Ireland) Limited and Temmler Pharma GMBN & Co KG, dated May 17,
2006, and all schedules, amendments, alterations, side letters and technical
agreements.


 


4.                                       Distribution Agreement between Cambridge
Laboratories Limited and EUSA Pharma (formerly OPi), dated March 4, 2004,
and all schedules, amendments, alterations, side letters and technical
agreements.


 


5.                                       Distribution Agreement between Cambridge
Laboratories Limited and Chiesi Farmaceutici SPA, dated July 28, 2003, and
all schedules, amendments, alterations, side letters and technical agreements.


 


6.                                       Distribution Agreement between Cambridge
Laboratories (Ireland) Limited and UCB Pharma S.A. dated October 27, 2008,
and all schedules, amendments, alterations, side letters and technical
agreements.


 


7.                                       Distribution Agreement between Cambridge
Laboratories (Ireland) Limited and UCB Pharma (Produtos Farmaceublcos) Lda
dated October 24, 2008, and all schedules, amendments, alterations, side
letters and technical agreements.


 


8.                                       Distribution Agreement for Tetrabenazine
between Cambridge Seticare Diagnostics Limited and AFT Pharmaceuticals Limited
dated October 2, 1998, and all schedules, amendments, alterations, side
letters and technical agreements.


 


9.                                       Distribution Agreement between Cambridge
Laboratories (Ireland) Limited and Apotheekzorg BV, dated June 11, 2008,
and all schedules, amendments, alterations, side letters and technical
agreements.


 


10.                                 Distribution Agreement between Cambridge
Laboratories (Ireland) Limited and Giddi Pharma, dated August 11, 2008,
and all schedules, amendments. alterations, side letters and technical agreements.


 

















 


11.                                 Distribution Agreement between Cambridge
Laboratories (Ireland) Limited and MediFront OY re: Xenazine-Xenazina-Nitoman,
dated September, 2008, and all schedules, amendments, alterations, side letters
and technical agreements.


 


12.                                 Distribution Agreement between Cambridge
Laboratories Limited and Medilink A/S for Tetrabenazine, dated August 1,
2000, and all schedules, amendments, alterations, side letters and technical
agreements.


 


13.                                 Distribution Agreement between Cambridge
Laboratories Limited and Megapharrn Limited regarding Xenazine, dated October 15,
2003, and all schedules, amendments, alterations, side letters and technical
agreements.


 


14.                                 Distribution Agreement for Tetrabenazine,
Improved Tetrabenazine and Anapolon between Cambridge Selfcare Diagnostics
Limited and Orphan Australia Pty Limited, dated October 2, 1998. and all
schedules, amendments, alterations. side letters and technical agreements.


 


15.                                 Distribution Agreement between Cambridge
Laboratories (Ireland) Limited and Orphan SA Pharmaceuticals Pty Limited
regarding Tetrabenazine. dated January 23, 2006, and all schedules,
amendments, alterations, side letters and technical agreements.


 


16.                                 Distribution Agreement between Cambridge
Laboratories (Ireland) Limited and Proreo Pharma AG, dated December 14,
2005, and all schedules, amendments, alterations, side letters and technical
agreements.


 


17.                                 Supply Agreement between Cambridge
Laboratories and Plasto SA (Synkem Division) regarding Tetrabenazine, dated July 31,
1998, and all schedules, amendments, alterations, side letters and technical
agreements.


 


18.                                 Contract Manufacturing Agreement between
Cambridge Laboratories Limited and Laboratoires Fournier SA, dated May 9,
2005, and all schedules, amendments, alterations, side letters and technical
agreements.


 


19.                                 Contract Manufacture Agreement between
Cambridge Laboratories Limited and Cambridge Laboratories Ireland and
Pharmaserve Limited regarding Various Products, dated May 6, 2005, and all
schedules, amendments, alterations, side letters and technical agreements.


 


20.                                 Service Agreement between Paddock
Laboratories, Inc. and Cambridge Laboratories (Ireland) Limited, dated March 11,
2009, and all schedules, amendments, alterations, side letters and technical
agreements.


 


21.                                 Agreement for the Warehousing and
Distribution of Pharmaceuticals between McGregor Cory Limited and Cambridge
Selfcare Diagnostics Limited, dated March 16, 1999, and all schedules,
amendments, alterations, side letters and technical agreements.


 


2

















 


22.                                 Technical Agreement between Exel Freight
Management Limited and Cambridge Laboratories Limited. dated May 5, 2005.
and all schedules, amendments, alterations, side letters and technical
agreements.


 


23.                                 Supply to US Patients Agreement between
Dixon and Hall Ltd. and Cambridge Laboratories Limited, dated April 16,
2008, and all schedules, amendments, alterations, side letters and technical
agreements.


 


24.                                 Annual Global Marketing Plan for
Tetrabenazine (February 2009).


 


3

















 


APPENDIX
D


 


Cambridge Ireland
and Biovail are to agree upon a reasonable approach to allocating or sharing
the benefit and burden under the following contracts following the Effective
Time:


 


25.                                 Contract Manufacturing Agreement between
Cambridge Laboratories Limited and Pharmaserve Limited dated 6 May 2005


 


26.                                 Pharmacovigilance Agreement between
Cambridge Laboratories (Ireland) Limited and LifeHealth Limited dated 6 November 2006


 


27.                                 Agreement for the Warehousing and
Distribution of Pharmaceuticals between Cambridge Selfcare Diagnostics Limited
and McGregor Cory Limited dated 16 March 1999 as amended by letter dated
11 June 2002


 


28.                                 Technical Agreement between Cambridge
Laboratories Limited and Exel Freight Management Limited dated 5 May 2005


 


29.                                 Agreement in relation to supply to American
patients between Cambridge Laboratories Limited and Dixon & Hall
Limited dated 7 April 2008 (including related technical agreement)


 


30.                                 Agreement between Cambridge Laboratories
(Ireland) Limited and Jayne Irving dated 10 January 2005 as amended by
letters dated 15 September 2006, 9 January 2008 and 4 February 2009


 

















 


APPENDIX
E


 


31.                                 Distribution Agreement between Cambridge
Laboratories (Ireland) Limited and Giddi Pharma, dated August 11, 2008,
and all schedules, amendments, alterations, side letters and technical
agreements.


 


32.                                 Distribution Agreement between Cambridge
Laboratories (Ireland) Limited and Proreo Pharma AG, dated December 14,
2005, and all schedules, amendments, alterations, side letters and technical
agreements.