Second Amended and Restated Transitional Services Agreement



 Exhibit 10.4 
 EXECUTION COPY 
 SECOND AMENDED AND RESTATED 
 TRANSITIONAL SERVICES AGREEMENT 
 between 
 BRISTOL-MYERS SQUIBB COMPANY 
 and 
 MEAD JOHNSON
NUTRITION COMPANY 
 Dated as of December 18, 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	  	5
		  	(e)	 	Standard of Performance; Standard of Care	  	6
		  	(f)	 	Prices for Services	  	7
		  	(g)	 	Changes in Services	  	8
		  	(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	  	9
		  	(k)	 	Cooperation	  	9
		  	(l)	 	Access to Information	  	9
			
	SECTION 3.	  	Charges and Payment	  	9
				
		  	(a)	 	Procedure	  	9
		  	(b)	 	Late Payments	  	10
		  	(c)	 	VAT	  	10
			
	SECTION 4.	  	Term and Termination	  	10
				
		  	(a)	 	Termination Dates	  	10
		  	(b)	 	Early Termination by the Recipient	  	10
		  	(c)	 	Termination by the Provider	  	11
		  	(d)	 	Termination by BMS	  	11
		  	(e)	 	Effect of Termination of Services	  	11
		  	(f)	 	Data Transmission	  	11
			
	SECTION 5.	  	Miscellaneous	  	12
				
		  	(a)	 	DISCLAIMER OF WARRANTIES	  	12
		  	(b)	 	Limitation of Liability; Indemnification	  	12
		  	(c)	 	Compliance with Law and Governmental Regulations	  	14
		  	(d)	 	No Partnership or Joint Venture; Independent Contractor	  	14
		  	(e)	 	Non-Exclusivity	  	14
		  	(f)	 	Expenses	  	14
		  	(g)	 	Further Assurances	  	14
		  	(h)	 	Confidentiality	  	14
		  	(i)	 	Headings	  	15
		  	(j)	 	Interpretation	  	15
		  	(k)	 	Tax Matters	  	16
		  	(l)	 	Amendments	  	16
		  	(m)	 	Inconsistency	  	16
		  	(n)	 	Notices	  	16

  

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		  	(o)	 	Assignment; No Third-Party Beneficiaries	  	17
		  	(p)	 	Entire Agreement	  	17
		  	(q)	 	Counterparts	  	17
		  	(r)	 	Severability	  	17
		  	(s)	 	Incorporation by Reference	  	17
		  	(t)	 	GOVERNING LAW	  	17
			
	Schedule 1	  	Financial Services Provided by BMS	  	20
	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	  	79
	Schedule 5	  	Tax Services Provided by BMS	  	86
	Schedule 6	  	Tax Services Provided by MJN	  	94
	Schedule 7	  	Treasury Services Provided by BMS	  	97
	Schedule 8	  	Human Resources Services Provided by BMS	  	112
	Schedule 9	  	Human Resources Services Provided by MJN	  	118
	Schedule 10	  	Human Resources Services (Corporate) Provided by BMS	  	121
	Schedule 11	  	Compliance Services Provided by BMS	  	126
	Schedule 12	  	EHS Services Provided by BMS	  	129
	Schedule 13	  	Legal Services Provided by BMS	  	132
	Schedule 14	  	Other Corporate Services Provided by BMS	  	136
	Schedule 15	  	Procurement Services Provided by BMS	  	139
	Schedule 16	  	Audit Services Provided by BMS	  	143
	Schedule 17	  	Global R&D Services Provided by BMS	  	146
	Schedule 18	  	Insurance Services Provided by BMS	  	148
	Schedule 19	  	Services Provided by BMS – United States	  	150
	Schedule 20	  	Services Provided by MJN – Indiana Tech Ops, Indiana R&D, and Indiana Pharm DC	  	152
	Schedule 21	  	[Intentionally Omitted]	  	155
	Schedule 22	  	Services Provided by MJN – Canada	  	156
	Schedule 23	  	Services Provided by BMS – Puerto Rico	  	157
	Schedule 24	  	Services Provided by BMS – Central America	  	163
	Schedule 25	  	Services Provided by BMS – Caribbean	  	164
	Schedule 26	  	Services Provided by BMS – Colombia	  	165
	Schedule 27	  	Supplemental Services Provided by BMS – Colombia	  	167
	Schedule 28	  	Services Provided by BMS – Ecuador	  	169
	Schedule 29	  	Services Provided by BMS – Venezuela	  	171
	Schedule 30	  	Supplemental Services Provided by BMS – Venezuela	  	174
	Schedule 31	  	Services Provided by MJN – Peru	  	176
	Schedule 32	  	Services Provided by BMS – Peru	  	178
	Schedule 33	  	Phase 1 Services Provided by BMS – Argentina	  	179
	Schedule 34	  	Phase 1 Services Provided by MJN – Argentina	  	181
	Schedule 35	  	Phase 2 Services Provided by BMS – Argentina	  	183
	Schedule 36	  	Services Provided by BMS – Mexico	  	188
	Schedule 37	  	Services Provided by BMS – China	  	190
	Schedule 38	  	Services Provided by BMS – Hong Kong	  	192
	Schedule 39	  	Services Provided by MJN – Hong Kong	  	194
	Schedule 40	  	Services Provided by MJN – Malaysia	  	197
	Schedule 41	  	Services Provided by MJN – Philippines	  	202
	Schedule 42	  	Services Provided by MJN – Thailand	  	208
	Schedule 43	  	Services Provided by BMS – India	  	213

  

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	Schedule 44	  	Services Provided by BMS – Taiwan	  	215
	Schedule 45	  	Services Provided by BMS – Australia	  	219
	Schedule 46	  	Services Provided by BMS – Asia Regional Offices	  	221
	Schedule 47	  	Services Provided by MJN – Vietnam	  	222
	Schedule 48	  	Services Provided by BMS – Spain	  	223
	Schedule 49	  	Services Provided by BMS – Portugal	  	225
	Schedule 50	  	Services Provided by BMS – France	  	227
	Schedule 51	  	Services Provided by BMS – Belgium	  	229
	Schedule 52	  	Services Provided by BMS – Italy	  	231
	Schedule 53	  	Services Provided by BMS – Poland	  	233
	Schedule 54	  	Services Provided by BMS – Russia	  	235
	Schedule 55	  	Services Provided by BMS – Sweden	  	239
	Schedule 56	  	Services Provided by BMS – Denmark	  	241
	Schedule 57	  	Services Provided by BMS – Norway	  	243
	Schedule 58	  	Services Provided by BMS – Netherlands (Excluding Nijmegen)	  	245
	Schedule 59	  	Services Provided by BMS – United Kingdom	  	247
	Schedule 60	  	Services Provided by BMS – Ireland	  	249
	Schedule 61	  	Services Provided by BMS – Finland	  	250
	Schedule 62	  	Services Provided by BMS – Greece	  	252

  

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 SECOND AMENDED AND RESTATED TRANSITIONAL SERVICES AGREEMENT 
 This SECOND AMENDED AND RESTATED TRANSITIONAL SERVICES AGREEMENT dated as of December 18, 2009 (the “Agreement”) 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, BMS and MJN amended and restated the Original Agreement with retroactive effect as of January 31, 2009 in that certain First
Amended and Restated Transitional Services Agreement dated as of December 18, 2009 (the “First Amendment and Restatement”) in order to reflect the commercial understanding between the parties of the Original Agreement.

 WHEREAS, the parties have determined that it is appropriate and desirable to amend and restate the First Amendment and
Restatement. 
 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 First Amendment and Restatement is amended and restated in its entirety with effect as of the date hereof, provided that any Early Termination Fees due under the terms of the
Original Agreement or the First Amendment and Restatement for early terminations of Services with an effective date of termination prior to the date hereof shall continue to be due pursuant to those terms, 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 hereof. 
 “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. 
 “Business Day” means any day other than Saturday, Sunday or any other day on
which banks are legally permitted or required to be closed in New York City or Chicago, Illinois. 
 “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).

 “First Amendment and Restatement” will have the meaning set forth in the recitals of this Agreement.

 “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. 
  

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 “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). 
 “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 January 31, 2009. 
 “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, as it may
be amended from time to time. 
  

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 “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. 
 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). 
  

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 (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. 
 (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. 
  

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 (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 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 Historical Level of Service (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. 
  

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 (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 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. In addition, any significant efforts undertaken by Provider that are related to Services but
outside of what is usual and customary in performing such Service (each, an “Effort”) shall be billed at actual cost for third party services or a rate of $250 per hour for Provider employee time; provided, however,
that Provider may not bill Recipient for such Efforts unless Recipient has received notification thereof in advance and consented in writing to the undertaking of such Effort, such consent not to be unreasonably withheld or delayed (it being
understood that Provider shall not be obligated to undertake any such Efforts related to activities outside of what is usual and customary unless and until Recipient shall have provided such consent). 
  

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 (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 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. 
  

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 (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 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. 
 (l) Access to Information.
Each party acknowledges and agrees that the Separation Agreement, including Section 7.01 thereof, sets forth certain rights and obligations relating to access to Information of the other party. 
 SECTION 3. Charges and Payment. 
 (a) Procedure. Charges for the Services (including any Effort) will be charged to and payable by the Recipient, or with respect to any Service (including any Effort) 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 (including any Effort) to be provided by an Affiliate of the Provider, to such Affiliate, at
the time provided in the applicable Schedule. 
  

 9 








 (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 (including any Effort) 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 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. 
 (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. 
  

 10 








 (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. In the event
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, then (i) any
Services included in Procurement or Insurance Services provided by BMS may be terminated by BMS if the provision of such Services would be prohibited by any relevant agreements with third-parties relating to procurement or insurance, as the case may
be, and (ii) any Services included in Legal or Audit Services provided by BMS may be terminated by BMS if the provision of such Services would give rise to conflicts of interest as between BMS or any of its subsidiaries (other than MJN), on the
one hand, and MJN or any of its subsidiaries, on the other hand; provided, however, in the case of clause (i) of this sentence, BMS shall, prior to any such termination, negotiate in good faith with the applicable third party to
allow BMS to continue to provide such Service for a period of up to six (6) months so as to allow MJN to arrange for replacement services. MJN shall be responsible for any additional costs and expenses incurred by BMS in connection with the
continuation of such Services beyond the date such Services would have otherwise terminated pursuant to the terms of the third party agreement. 
 (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. 
 (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. 
  

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 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 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. 
  

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 (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 its 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 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). 
  

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 (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. 
 (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. 
  

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 (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. 
 (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. 
  

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 (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, 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. 
  

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 (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 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/ P. Joseph Campisi, Jr.

	 Name:
	 	P. Joseph Campisi, Jr.
	 Title:
	 	Vice President and Senior Counsel


  

 18 








 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:
	 	 S.V.P. and General Counsel



  


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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, Spain, Portugal, Nijmegen, France,
Belgium, Italy, Poland, Russia, Sweden, 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. 


  

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	 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

  

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	 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, 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
  
 •        Trial Balance reports for vendors that include detailed
invoices and aging
	  	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, UK, Ireland, Thailand, Philippines, Taiwan, Malaysia, Singapore, Vietnam, Australia

  

 22 









					
	 Service
	  	 Description
	  	 Countries

		  	 •        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, France, Ireland, Italy, 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
  
 •        Processing local transfers
  
	  	Brazil, Colombia, Ecuador, Venezuela, Peru, Argentina, Mexico, Spain, Portugal,

  


 23 









					
	 Service
	  	 Description
	  	 Countries

		  	 •        Issuing checks
  
 •        Cadivi Function (Venezuela only)
  
 •        Services specifically exclude:
  
 •        All cash planning and cash forecasting activities
  
 •        Hedging strategy
  
 •        Repatriation and Dividend strategy
	  	Nijmegen, France, Belgium, Italy, Poland, Russia, Sweden, 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, 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, UK,
Ireland
			
	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,

  

 24 









					
	 Service
	  	 Description
	  	 Countries

		  	 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.
	  	Spain, Portugal, France, Belgium, Italy, Poland, Russia, Sweden, UK, Ireland, Brazil, Argentina, Dominican Republic, Ecuador, Venezuela, Colombia, Hong Kong, Taiwan, Australia,
Vietnam, Singapore, Malaysia, Thailand

  

 25 









					
	 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), 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.
	  	

  

 26 









					
	 Service
	  	 Description
	  	 Countries

	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, UK, Ireland, Puerto Rico, Brazil, Ecuador, Argentina, Peru, Mexico, China, Indonesia, Philippines,
India, 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, UK, Ireland,
 Argentina, Brazil, Ecuador, Venezuela, Colombia, Peru, Taiwan, India, Dominican Republic

	  
 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

  

 27 









					
	 Service
	  	 Description
	  	Countries
	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, 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, 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, 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, Hong Kong,
Taiwan, Nijmegen
			
	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

  

 28 









							
	 Service
	  	 Description
	  	 Countries

	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
			
	Audit of cycle counting process	  	Perform audits/observation of inventory cycle counts at distribution centers.	  	Taiwan, India
	  
 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, 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 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.	  	Canada (excluding shipping), Puerto Rico, Brazil, Argentina, Colombia, Venezuela, Taiwan, Nijmegen, India

  

 29 









					
	 Service
	  	 Description
	  	 Countries

	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.
  
	  	Argentina, Colombia, Venezuela, Canada, Puerto Rico, Nijmegen
		  	 •       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.
	  	

  

 30 









					
	 Service
	  	 Description
	  	 Countries

	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

 For the avoidance of doubt, the Financial Services
contemplated by this Schedule 1 do not include services related to the creation or implementation by Provider for Recipient of an independent SAP Business Information consolidation system or any support functions therefor (including ERC) following
the creation or implementation of such system. In the event Recipient requests the creation or implementation of or support for any such system, notwithstanding anything in Section 2(f) of this Agreement to the contrary, the cost for such
Services will be determined by Provider in its sole discretion based on a good faith estimate of the full costs for such Services and an arm’s length uplift. 
  

 31 








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

									
	 Country
	  	Cost
Per Month (USD)
from
the effective
time of this
Agreement through
December 31, 2009	  	Cost Per Month (USD)
from January 1, 2010	  	Termination
	 USA
	  	$	145,094	  	$	90,613	  	Oct-10
	 Argentina
	  	$	8,000	  	$	10,466	  	Apr-11
	 Brazil
	  	$	30,000	  	$	33,524	  	Apr-11
	 Central America
	  	$	0	  	$	0	  	Apr-11
	 Colombia
	  	$	17,000	  	$	16,649	  	Apr-11
	 Dominican Republic
	  	$	8,883	  	$	3,765	  	Apr-11
	 Ecuador
	  	$	8,000	  	$	11,993	  	Apr-11
	 Mexico
	  	$	149,500	  	$	138,706	  	Apr-11
	 Peru
	  	$	21,000	  	$	20,065	  	Apr-11
	 Puerto Rico
	  	$	29,000	  	$	15,553	  	Oct-10
	 Venezuela
	  	$	26,000	  	$	38,358	  	Apr-11
	 Canada
	  	$	13,000	  	$	25,000	  	Oct-10
	 Australia
	  	$	61,000	  	$	32,608	  	Jul-11
	 China
	  	$	36,333	  	$	19,422	  	Jul-11
	 Guam
	  	$	12,000	  	$	0	  	Jul-11
	 Hong Kong
	  	$	45,063	  	$	24,089	  	Jul-11
	 India
	  	$	25,000	  	$	13,364	  	Jul-11
	 Indonesia
	  	$	30,000	  	$	14,359	  	Jul-11
	 Malaysia
	  	$	48,396	  	$	24,193	  	Jul-11
	 Philippines
	  	$	70,063	  	$	35,775	  	Apr-11
	 Singapore
	  	$	17,333	  	$	7,588	  	Jul-11
	 Taiwan
	  	$	24,000	  	$	12,830	  	Jul-11
	 Thailand
	  	$	64,396	  	$	32,746	  	Jul-11
	 Vietnam
	  	$	49,333	  	$	24,694	  	Jul-11
	 Belgium
	  	$	13,160	  	$	2,643	  	Jul-11
	 Denmark
	  	$	3,830	  	$	0	  	Jul-11
	 France
	  	$	107,030	  	$	21,495	  	Jul-11
	 Italy
	  	$	11,630	  	$	2,336	  	Jul-11
	 Nijmegen
	  	$	81,340	  	$	16,336	  	Jul-11
	 Norway
	  	$	5,540	  	$	0	  	Jul-11
	 Poland
	  	$	28,700	  	$	5,764	  	Jul-11
	 Portugal
	  	$	26,580	  	$	5,338	  	Jul-11
	 Russia
	  	$	14,330	  	$	0	  	Jul-11
	 Spain
	  	$	91,800	  	$	18,436	  	Jul-11
	 Sweden
	  	$	23,740	  	$	4,768	  	Jul-11
	 UK
	  	$	39,260	  	$	7,885	  	Jul-11
	 Netherlands
	  	$	24,790	  	$	0	  	Jul-11

 Term: 
 Until the date that is the last day of the calendar month and year set forth in the last column of the table above, with Recipient to have the right to
extend the term of all Services with respect to a particular country with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months. Any costs and expenses incurred by Provider in connection with the
extension of any Service, irrespective of whether Recipient has given notice in accordance with the preceding sentence shall be paid by Recipient in addition to the monthly cost of such Service set forth in the table above. Recipient acknowledges
and agrees that Services within this Schedule may be earlier terminated pursuant to Schedule 7. 
 Recipient acknowledges and agrees that any
Order-to-Cash (OTC) Services shall be extended beyond the term set forth in the last column of the table above, in any applicable country, if and to the extent Provider provides distribution services to Recipient in such country. The scope of
Services will include: Credit and Collection; Cash Application Services; and Order Entry and Customer Services. Notwithstanding anything in Section 2(f) of this Agreement to the contrary, the cost for such Services will be determined by
Provider in its sole discretion based on a good faith estimate of the full costs for such Services and an arm’s length uplift. 
  

 32 








 Knowledge Transfer: When services are terminated, both parties understand that knowledge
transfer between the parties will occur. The cost of this knowledge transfer shall be paid by Recipient and shall be determined by Provider after consultation with Recipient three (3) months prior to the date of termination of any Service.

 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 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: Gareth Morgan 
 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
  
 •        GRIR MR11 Clearing
  
 •        Others
	  	Hong Kong, Malaysia, Philippines

  

 34 









					
	 Service
	  	 Description
	  	 Countries

		  	 •        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, Philippines

 Cost

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

				
	 For the period November 2009 through January 2010
	  	$	12,150
	 For the period February 2010 through October 2010
	  	$	4,050

  

 35 








 Term: 
 Malaysia and Philippines - until January 31, 2010 
 Hong Kong - until October 31, 2010

 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 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. 
  

 37 








 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 “Modification of Costs during Term” and Exhibit B, Cost of Services shall be charged each month as follows: 
  

				
	 Local Market (Country)
	  	TSA Costs
	Australia	  	AUD	 447
	Hong Kong	  	HKD	 51,827
	India	  	INR	 139,230
	Indonesia	  	IDR	 119,615,598
	Singapore	  	SGD	 5,461
	Taiwan	  	TWD	 812,234
	Thailand	  	THB	 3,912,049
	Vietnam	  	VND	 78,244,428
	Belgium	  	EUR	 320
	Denmark	  	USD	 583

  

 38 









				
	 Local Market (Country)
	  	TSA Costs
	France	  	EUR	 3,535
	Ireland	  	EUR	 53
	Italy	  	EUR	 747
	Netherlands	  	EUR	10,637
	Norway	  	USD	 500
	Poland	  	PLN	 3,853
	Portugal	  	EUR	 480
	Russia	  	USD	 83
	Spain	  	EUR	 2,778
	Sweden	  	SEK	 4,572
	United Kingdom	  	GBP	 42,540
	Argentina	  	ARS	 1,463
	Brazil	  	BRL	 25,360
	Canada	  	CAD	 42,119
	Colombia	  	COP	 22,197,493
	Ecuador	  	USD	 8,268
	Mexico	  	MXN	 1,495,035
	Peru	  	PEN	 23,935
	Venezuela	  	VEF	 1,744
	Puerto Rico	  	USD	 7,083
	U.S.A.	  	USD	 2,650,202
	China South	  	USD	 193,333
	Malaysia	  	USD	 24,594
	Philippines	  	USD	 135,000
	Chile	  	USD	 417
	Dominican Republic	  	USD	 2,946

 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. 
  

 39 








 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. 
 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 quarterly. 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 quarterly based on Recipient volume of Services
used under this Schedule. The Cost of Services charged monthly shall be modified if (and only if) such a modification is agreed to by Provider and Recipient based on the reviews contemplated by this paragraph and such modifications shall be
effective on the first day of the calendar quarter immediately following the calendar quarter which was the subject of the then current quarterly review. 
 The parties acknowledge that the budgeted annualized aggregate Cost of Services for calendar year 2010 for the Services contemplated by this Schedule 3 is estimated to be USD 32,000,000 (the “2010
Budgeted Amount”), and that (a) such amount is based on Provider’s and Recipient’s current expectations regarding the Services for calendar year 2010 and is subject to uncertainty and changes in circumstances, (b) there
can be no assurances that future developments affecting Provider, Recipient and the Services will be those that have been anticipated in connection with developing the 2010 Budgeted Amount and (c) that actual annual costs of such Services for
calendar year 2010 may differ materially from the 2010 Budgeted Amount due to a number of factors which are beyond the control of Provider and Recipient. Subject to the qualifications set forth in clauses (a), (b) and (c) of the
immediately preceding sentence, Provider and Recipient agree to use their commercially reasonable efforts and to cooperate in good faith to achieve the modifications to the scope and levels of Services, and to undertake the transitional activities
and Service terminations as are reasonably necessary to result in the actual annual Cost of Services for calendar year 2010 not being materially different from the 2010 Budgeted Amount. Recipient hereby acknowledges and agrees that it shall bear any
costs and expenses incurred by Provider associated therewith and the 2010 Budgeted Amount does not include any of the cost and expenses to be charged by Provider to Recipient in connection with Recipient’s implementation of its independent IT
services. 
  

 40 








 Term: Until the date that is thirty-three (33) months after the Separation Date, except
for Exhibit C which shall be eighteen (18) months (excluding Help Desk Services which shall be thirty-three (33) 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-three
(33) months due solely to Recipient extending the Term of either Schedule 1 or Schedule 2 beyond thirty-three (33) 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. Any costs and expenses incurred by Provider in connection with the extension of any Service, irrespective of whether Recipient has given notice in accordance with this paragraph, shall be paid
by Recipient in addition to the monthly cost of Services. The monthly Cost of Services to be paid by Recipient to Provider during any extension beyond the thirty-three (33) or eighteen (18) month period contemplated by this paragraph, as
the case may be, shall be equal to one hundred fifty percent (150%) of the monthly cost of such Services in effect for the month immediately preceding the extension period (i.e., the final month of the Term). Recipient acknowledges and
agrees that Services within this Schedule may be earlier terminated pursuant to Schedule 7. 
 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. 
  

 41 








 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 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. 


  

 42 









	 	•	 	 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

  

 43 









			
	 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

  

 44 









			
	 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

  

 45 









			
	 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)

  

 46 









			
	 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

  

 47 









			
	 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

  

 48 









			
	 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

  

 49 









			
	 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

  

 50 









			
	 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

  

 51 









			
	 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

  

 52 









			
	 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)

  

 53 









			
	 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

  

 54 









			
	 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

  

 55 









			
	 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

  

 56 









			
	 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

  

 57 









			
	 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

  

 58 









			
	 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

  

 59 









			
	 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

  

 60 








 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. 
  

 61 








 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

  

 62 









			
	 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)

  

 63 









			
	 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

  

 64 









			
	 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

  

 65 









			
	 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

  

 66 









			
	 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

  

 67 









			
	 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

  

 68 









			
	 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

  

 69 









			
	 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

  

 70 









			
	 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

  

 71 









			
	 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

  

 72 









			
	 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

  

 73 









			
	 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

  

 74 








 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. 
  

 75 








 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

  

 76 









			
	 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

  

 77 









			
	 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

  

 78 








 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. 
  

 79 








 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. 
  

 80 








 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 fixed amounts as follows: 
  

				
	 Local Market (Country)
	  	TSA Costs
	 Chile
	  	USD	 3,000
	 Peru
	  	PEN	 25,489
	 U.S.A.
	  	USD	 39,000

 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-three (33) 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. 
  

 81 








 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

  

 82 









							
	 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

  

 83 









							
	 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

  

 84 









							
	 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

  

 85 








 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


  

 86 









					
	 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.
	  	

  

 87 









					
	 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

  

 88 









					
	 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 (Operating Company, Holding Company, Triple J Ingredients), Thailand, China,
Guam

  

 89 









					
	 Service
	  	 Description
	  	 Countries

	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

  

 90 









					
	 Service
	  	 Description
	  	 Countries

	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, 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)

  

 91 









					
	 Service
	  	 Description
	  	 Countries

	 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 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.
	  	 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)


 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: 
 Until the
later of December 31, 2011 and such time at which BMS ceases to own, directly or indirectly, at least 80% of all classes of MJN stock outstanding as measured by both vote and value. 
  

 92 








 Early Termination of Services: Recipient may terminate any Service for any country at any time
upon not less than ninety (90) days prior written notice. Any incremental third party costs incurred by the Provider due to the early termination of outsourced services will be fully paid for by the Recipient. 
 Recipient: MJN 
 Provider: BMS 
 Point of Contact, Recipient: Pete Leemputte 
 Point of Contact, Provider: Gary Lewbel 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

 93 








 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:
  
	  	Thailand
	  	 •        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:
  
 •        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.
	  

  

 94 









					
	 Service
	  	 Description
	  	 Countries

		  	 •        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

  

 95 








 Cost 
 Cost of Services shall be charged each month at a fixed amount of THB 232,989. 
 Term: 
 Until the later of December 31, 2011 and such time at which BMS ceases to own, directly or indirectly, at
least 80% of all classes of MJN stock outstanding as measured by both vote and value. 
 Early Termination of Services: Recipient
may terminate any Service for any country at any time upon not less than ninety (90) days prior written notice. Any incremental costs incurred by the Provider due to the early termination of outsourced services will be fully paid for by the
Recipient. Upon the early termination of any Service(s) set forth 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: Ron Gimbel 
 Point of Contact, Provider: Monapha Kongmunwatana 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

 96 








 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:	  	USA, Canada, Puerto Rico
			
		  	 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
	  	
			
	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

  

 97 









					
	 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

  

 98 









					
	 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

  

 99 









					
	 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


  

 100 









					
	 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
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

  

 101 









					
	 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.)
	  	
	  	  
	  	  

  

 102 









					
	 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).
	  	Worldwide
	  	  
 •        Recipient owns budgeting/projection process, with Provider providing general oversight role.
	  
	  	  
 •        Recipient responsible for identifying and implementing SOX controls.
	  
	  
  
 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.
	  
		  		  	

  

 103 









					
	 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.
	  	

  

 104 








 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.

  

 105 









					
	 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.
  
 •         Provide Recipient approvers with admin level access for reporting purposes.
  
 •         Train Recipient Treasury staff.
	  	All non-U.S.
			
		  	 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
	  	

  

 106 









					
	 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.
  
 •        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.
  
	  	  
  
 All non-U.S.

		  	 •        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.


  

 107 









					
	 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


  

 108 








 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

  

 109 








 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 (including any extensions of Services) shall be charged each month. The cost of Services (other than during the period of any extension of
Services) shall be at a fixed amount of $217,000 per month. 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: Recipient shall have the right to request, upon written notice delivered not less than thirty (30) days prior to
the expiry of such Service, an extension of any Service set forth on this Schedule under the captions “Domestic Cash Management” or “International Treasury – Inter-company Netting” for a period of thirty (30) calendar
days (such a request, an “Extension Request”). No Service may be extended for more than three (3) extension periods of thirty (30) days. Each Extension Request needs to be specific as to each Service and country for which
an extension is requested. Provider will notify Recipient no later than thirty (30) days prior to the then scheduled expiration date for such Service as to whether Provider accepts such Extension Request and extends, in its sole discretion, the
requested Service(s); provided that Provider may extend particular Services for a particular country without extending other Services for such country or the same Service for any other country or countries. At the same time, Provider will
notify Recipient of the price for the extended Services, which, Section 2(f) of this Agreement notwithstanding, will be determined by Provider in its sole discretion based on a good faith estimate of the full costs for the extended Services and
an arm’s length uplift. Recipient shall have the right to reject such extension and withdraw its Extension Request within five (5) Business Days following receipt of such notification. Notwithstanding the preceding paragraph, early
termination of Extended Services will not be permitted. 
  

 110 








 Related Financial Services and Information Technology Services: Recipient acknowledges and
agrees that upon the termination of any Service within this Schedule, Financial Services and Information Technology Services related to such Service, including access to Applications, provided by Provider pursuant to Schedule 1 and Schedule 3,
respectively, shall terminate. 
 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. 
  

 111 








 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 (from the
Separation Date)

	 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.
	  	 Argentina (11 months), Brazil (11 months), Colombia (11 months),
 Mexico (Mexico City) (18 months), Venezuela (11 months), Australia (18 months), India, Taiwan, Belgium, Denmark, France (11 months), Ireland,
Italy, Norway, Poland (18 months), Portugal, Russia (18 months), Spain, Sweden, UK, Singapore (IDR updates only)
	  	 12 months
 (except
as set forth in the description or the Countries column)

	  	  
 •       Recipient will discontinue use of Provider IT solutions according to Provider HRSD implementation plan.
	  	  

  

 112 









							
	 Service
	  	 Description
	  	 Countries
	  	 Term (from the
Separation Date)

	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 (11 months), Brazil (11 months), Colombia (11 months), Venezuela (11 months), Australia (18 months), India, Taiwan, Belgium, Denmark, Ireland, Italy, Norway, Poland (18
months), Portugal, Russia (18 months), 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.
	  	  
 Argentina (11 months), Brazil (11 months), Colombia (11
months), Mexico (Mexico City) (18 months), Venezuela (11 months), Australia (18 months), India, Taiwan, Belgium, Denmark, France (11 months), Italy, Norway, Poland (18 months), Portugal, Russia (18 months), Spain, Sweden, UK
	  	  
 12 months (except as set forth in the Countries column)


	  	  
 •       Recipient will discontinue use of Provider IT solutions according to Provider HRSD implementation plan.
	  	  
		  	  	  	

  

 113 









							
	 Service
	  	 Description
	  	 Countries
	  	 Term (from the
Separation Date)

	Medical Services Administration	  	Provider will provide Occupational Health Services, including nurses where applicable, on behalf of the Recipient.	  	Argentina (11 months), Brazil (11 months), Colombia (11 months), Ecuador, Mexico (Mexico City), Puerto Rico, Venezuela (11 months), Belgium (12 months), France (11 months), Ireland
(12 months), Poland, Portugal (12 months), Russia, Spain (12 months), UK (12 months), India (12 months), US	  	18 months
	  
 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 (11 months), Brazil (11 months), Venezuela (11 months),
Mexico (Mexico City) (18 months), Colombia (11 months), Australia (18 months), India, Taiwan, Belgium, Denmark, France (11 months), Ireland, Italy, Norway, Poland (18 months), Portugal, Russia (18 months), Spain, Sweden, UK, Puerto
Rico
	  	  
 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
	  	  
 18 months (Russia), 12 months (India)



 

 114 









							
	 Service
	  	 Description
	  	 Countries
	  	 Term (from the
Separation Date)

	 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 (11 months), Brazil (11 months), Colombia (11 months), Mexico (18 months), Peru, Puerto Rico, Venezuela (11 months), Australia (18 months), India, Taiwan, Belgium,
Denmark, France (11 months), Ireland, Italy, Norway, Poland (18 months), Portugal, Russia (18 months), Spain, Sweden, UK, Canada and United States	  	12 months
				
	  
 EAP Support
	  	  
 Provider will maintain access to Employee Assistance Programs on
behalf of the Recipient.
	  	  
 Argentina (11 months), Brazil (11 months), Colombia (11 months),
Venezuela (11 months), Australia, India (12 months), Ireland (12 months), UK (12 months)
	  	  
 18 months

				
	  
 Disability Management/
 Workers Compensation Management
	  	  
 Provider will provide disability case management and workers
compensation administration services on behalf of the Recipient.
	  	  
 Argentina (11 months), Brazil (11 months), Colombia (11 months),
Mexico (Mexico City), Venezuela (11 months), Australia, India (12 months), Taiwan (12 months), Belgium (12 months), Denmark (12 months), France (11 months), Ireland (12 months), Italy (12 months), Norway (12 months), Poland, Portugal (12 months),
Russia, Spain (12 months), Sweden (12 months), UK (12 months)
	  	  
 18 months


  

 115 









							
	 Service
	  	 Description
	  	 Countries
	  	 Term (from the
Separation Date)

	 Temporary/
 Contract Workers

	  	Provider will provide full contract/temporary staffing Services, directly or via outsourcing relationships, on behalf of the Recipient.	  	Argentina (11 months), Brazil (11 months), Colombia (11 months), Mexico (Mexico City), Puerto Rico, Venezuela (11 months), Australia, India (12 months), Taiwan (12 months), Belgium
(12 months), Denmark (12 months), France (11 months), Ireland (12 months), Italy (12 months), Norway (12 months), Poland, Portugal (12 months), Russia, Spain (12 months), Sweden (12 months), UK (12 months)	  	18 months

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

				
	 Local Market (Country)
	  	TSA Costs
	 Argentina
	  	ARS	 15,773
	 Brazil
	  	BRL	 40,001
	 Canada
	  	CAD	 3,969
	 Colombia
	  	COP	 14,337,125
	 Mexico
	  	MXN	 606,315
	 Venezuela
	  	VEF	 39,934
	 Australia
	  	AUD	 1,417
	 India
	  	INR	 326,751

  

 116 









				
	 Local Market (Country)
	  	TSA Costs
	 Taiwan
	  	TWD	461,644
	 Belgium
	  	EUR	 2,370
	 France
	  	EUR	 6,852
	 Ireland
	  	EUR	 145
	 Italy
	  	EUR	 897
	 Netherlands
	  	EUR	 1,025
	 Poland
	  	PLN	 15,332
	 Portugal
	  	EUR	 2,035
	 Russia
	  	USD	 227
	 Spain
	  	EUR	 9,414
	 Sweden
	  	SEK	 24,384
	 United Kingdom
	  	GBP	 1,859
	 U.S.A.
	  	USD	 11,330

 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 
 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. 
  

 117 








 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 (from the
Separation Date)

	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)	  	12 months (except as set forth in the Description or the Countries column)

  

 118 









							
	 Service
	  	 Description
	  	 Countries
	  	 Term (from the
Separation Date)

	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, Thailand (18 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)

				
	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, Hong Kong (12 months), Thailand	  	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, Thailand	  	18 months (except as set forth in the Countries column)

  

 119 









							
	 Service
	  	 Description
	  	 Countries
	  	 Term (from the
Separation Date)

	 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 fixed amounts as follows: 
  

				
	 Local Market (Country)
	  	TSA Costs
	 Peru
	  	PEN	 20,618
	 Hong Kong
	  	HKD	 28,485
	 Singapore
	  	USD	2,250
	 Thailand
	  	THB	988,522

 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: 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 (from the
Separation Date)

	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 12/31/2009
				
	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 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.	  	Worldwide	  	18 months

  

 121 









							
	 Service
	  	 Description
	  	 Countries
	  	 Term (from the
Separation Date)

	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 (from the
Separation Date)

	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.
	  	Worldwide	  	10 months
	  	  
 •       Recipient will discontinue use of Provider IT solutions according to Provider HRSD implementation plan.
	  	  
				
	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
				
	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 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.	  	United States, Mexico (Mexico City and Delicias), Nijmegan, Philippines, Thailand, China (Guangzhou)	  	18 months
				
	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
	  	Worldwide	  	12 months
	  	  
 •       Implementation of the Recipient plans within the Smith Barney database
	  	  

  

 123 









							
	 Service
	  	 Description
	  	 Countries
	  	 Term (from the
Separation Date)

		  	 •       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
	  		  	
				
		  	 •       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 $54,185. 
 Term: 
 See above. 
  

 124 








 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. 
  

 125 








 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
	  	Global Access / All Recipient countries
	  	  
 •        Ability to add, change, delete Recipient specific documents on portal as needed
  
 NOTE: Included in Schedule 3, Information Technology Services.
	  
			
	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)
	  	Global Access / All Recipient Countries
			
		  	 •       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.
	  	

  

 126 









					
	 Services
	  	 Description
	  	 Countries

	Provider Records Mgt System & Process Support	  	 RMS System Operation
  
 •       Quality control check over data entered into the RMS for new boxes

	  	US
	  	  
 •       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).
	  
			
	Plateau (Compliance Training)	  	 •       Access to utilize Plateau for on-line training and tracking of
training
	  	Global Access / All Recipient countries
	  	  
 NOTE: Included in Schedule 3, Information Technology Services.)

	  
			
	Plateau Administration	  	 •       Entering training statistics into Plateau on Recipient behalf (e.g., Sales Rep
live Compliance training)
	  	US
	  	  
 •       (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 Compliance. In 2009, there is the potential
for these Services to be outsourced which may affect the costing structure and this Agreement.
	  

  

 127 









					
	 Services
	  	 Description
	  	 Countries

		  	 •       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: Allyson Bouldon 
 Point of Contact, Provider: Ed Leskauskas 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 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 (from the
Separation Date)

	Corporate EHS Audit Process	  	Conduct audits pursuant to existing CEHS auditing plan/schedule.	  	USA, Mexico, China, Netherlands, Thailand, Philippines	  	11 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,	  	11 months
				
	Transportation (DOT) Support	  	Provide appropriate EHS Support for DOT, as needed.	  	USA	  	11 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	  	11 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,	  	11 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 11 months
				
	Superfund/Remediation Reserve Management	  	Manage Superfund / Remediation Reserve program for Recipient facilities.	  	USA, Mexico, China, Netherlands, Philippines	  	11 months

  

 129 









							
	 Services
	  	 Description
	  	 Countries
	  	 Term (from the
Separation Date)

	Regulatory Issues and Permitting	  	Assist in tracking new EHS regulations and permit development and review.	  	USA, Mexico, China, Netherlands, Philippines	  	11 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	  	11 months
				
	Risk and Insurance Management	  	Provide appropriate EHS subject matter expertise related to FM Global audits.	  	USA, Mexico, China, Netherlands, Thailand, Philippines	  	11 months
				
	ChemTrec spill reporting/response (annual support)	  	Provide Services related to spill response/ChemTrec paging system.	  	USA, Mexico, China, Netherlands	  	11 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 11 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
	  	USA, Mexico, China, Netherlands, Thailand, Philippines	  	11 months
	  	  
 •        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)
	  	  

  

 130 









							
	 Services
	  	 Description
	  	 Countries
	  	 Term (from the
Separation Date)

		  	 •        PHA Pro
	  		  	
	  	  
 •        Safety Statistics Database
	  	  
	  	  
 •        Thermal Hazards Database
	  	  
	  	  
 •        Dust Hazards Database
	  	  
				
	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
	  	USA, Mexico, China, Netherlands, Thailand, Philippines	  	One time within 11 months
	  	  
 •        Transitioning of PHA Pro
	  	  

 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: Paul Newcomb 
 Point of Contact, Provider: Susan Voigt 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

 131 








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

							
	 Services
	  	 Description
	  	 Countries
	  	 Term (from the
Separation Date)

	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;
	  	US Federal & US State Levels	  	 12 Months – US Federal
  
 18 Months – 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
	  		  	

  

 132 









							
	 Services
	  	 Description
	  	 Countries
	  	 Term (from the
Separation Date)

		  	 •        Grass Root Knowledge and Capability as needed.
	  		  	
	  	  
 •        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)
	  	  	

  

 133 









							
	 Services
	  	 Description
	  	 Countries
	  	 Term (from the
Separation Date)

	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)
  
 •        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)
	  	Europe, Middle East, Africa, Asia Pacific, Latin America (Mexico, Central America, South America, Caribbean). US, Puerto Rico and Canada.	  	14 Months

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

				
	 Local Market (Country)
	  	TSA Costs
	 External Affairs

	 U.S.A.
	  	USD	 44,500
	 Patent Administration Support
	  		
	 U.S.A.
	  	USD	 1,032
	 R&D Informatics
	  		
	 U.S.A.
	  	USD	 644

  

 134 









				
	 Local Market (Country)
	  	TSA Costs
	 Corporate Security
	  		
	 Singapore
	  	SGD	 15,886
	 France
	  	EUR	 1,196
	 Italy
	  	EUR	 1,196
	 Argentina
	  	ARS	 10,575
	 Brazil
	  	BRL	 5,212
	 Canada
	  	CAD	 2,699
	 Colombia
	  	COP	 5,757,082
	 Ecuador
	  	USD	 3,012
	 Mexico
	  	MXN	 228,249
	 Puerto Rico
	  	USD	 2,534
	 U.S.A.
	  	USD	 13,359

 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
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 – Cullen Hanlon 
 Point of Contact, Provider:  
 External Affairs – Dick Thompson 
 Patent Administration Support – Lou Wille 
 R&D Informatics – Lou Wille 
 Corporate Security – Marc Geraci /Tom Pickard 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

 135 








 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

  

 136 









					
	 Service
	  	 Description
	  	 Countries

	Apartment Leases	  	Provider will provide qualified expat personnel of Recipient with an appropriate apartment.	  	Mexico, France, UK

 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. 
  

 137 








 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. 
  

 138 








 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, Puerto Rico, Brazil, Colombia, Peru, Argentina, Mexico, Hong Kong, India, Taiwan, Australia, Spain, France, Belgium, Italy, Poland,
Sweden, Greece, UK, Portugal, Ireland, Denmark, Norway, Netherlands, Russia. 
 Services 
  

					
	 Service
	  	 Description
	  	 Term (from the
Separation Date)

	 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	  	12 months

  

 139 









					
	 Service
	  	 Description
	  	 Term (from the
Separation Date)

	Purchasing of Direct Services, to include the supplier payment cycle.	  	Frictionless, DAS, Xine, SAP, Arriba, Caesar, Supplier Link	  	12 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.
	  	12 months
			
	Global Sourcing and Contracting - Office Supplies, Furniture and Services	  	Sourcing to include bid process, negotiations and supply agreements.	  	12 months
			
	Global Sourcing and Contracting - IT Contractors and Contracted Services	  	Sourcing to include bid process, negotiations and supply agreements.	  	12 months
			
	Global Sourcing and Contracting - Telecommunications	  	Sourcing to include bid process, negotiations and supply agreements.	  	12 months
			
	Global Sourcing and Contracting - Hardware and Software	  	Sourcing to include bid process, negotiations and supply agreements.	  	12 months
			
	Global Sourcing and Contracting - Data Management Support	  	Sourcing to include bid process, negotiations and supply agreements.	  	12 months
			
	Global Sourcing and Contracting - Meetings Management Support	  	Sourcing to include bid process, negotiations and supply agreements.	  	12 months
			
	Global Sourcing and Contracting - Travel Management	  	Sourcing to include bid process, negotiations, supply agreements.	  	12 months
			
	Global Sourcing and Contracting - Fleet	  	Sourcing to include bid process, negotiations and supply agreements.	  	12 months
			
	Global Sourcing and Contracting - Facilities Spend	  	Sourcing to include bid process, negotiations and supply agreements.	  	12 months
			
	Global Sourcing and Contracting - Advertising and Promotion Support	  	Sourcing to include bid process, negotiations and supply agreements.	  	12 months

  

 140 









					
	 Service
	  	 Description
	  	 Term (from the
Separation Date)

	Global Sourcing and Contracting - HR Support (to include Recruiting, Outplacement, Benefits, Payroll, Training, T&E, Relocation, Recruiting, Expatriate Services)	  	Sourcing to include bid process, negotiations and supply agreements.	  	12 months
			
	Global Sourcing and Contracting - Leased Workers	  	Sourcing to include bid process, negotiations and supply agreements.	  	12 months
			
	Global Sourcing and Contracting - Market Research Services	  	Sourcing to include bid process, negotiations and supply agreements.	  	12 months
			
	Global Sourcing and Contracting - Laboratory Equipment, Supplies and Services	  	Sourcing to include bid process, negotiations and supply agreements.	  	12 months
			
	Supplier management and support services for BMS contracted services	  	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	  	12 months
			
	Purchasing of Indirect Services, to include the supplier payment cycle.	  	Frictionless, DAS, Xine, SAP, Arriba, Caesar, Supplier Link	  	12 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
  
	  	24 months
	  	 •       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
	  

  

 141 









					
	 Service
	  	 Description
	  	 Term (from the
Separation Date)

	Market Specific Actions	  	 •        Hong Kong - Purchase Requisition Entry into BPCs
	  	24 months

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

				
	 Local Market (Country)
	  	TSA Costs
	 Argentina
	  	ARS	 7,608
	 Brazil
	  	BRL	 14,998
	 Colombia
	  	COP	 3,663,932
	 Hong Kong
	  	HKD	 8,085
	 India
	  	INR	 15,032
	 Mexico
	  	MXN	 144,361
	 Puerto Rico
	  	USD	 1,730
	 Taiwan
	  	TWD	 156,363
	 U.S.A.
	  	USD	 48,292

 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 
 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.

  

 142 








 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 2010. 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 10.5 audits of Recipient’s operations in 2009 and 5 equivalent audits in 2010, 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. 
 Provider reserves the right to staff audits at its discretion, including
the use of contracted staff and guest auditors. 
  

 143 








 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

 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 10.5 audits
in 2009 and 5 equivalent audits in 2010, resulting in a total estimated cost of $1,168,125 and $556,250, respectively, plus Travel Expenses. Recipient is liable for a minimum annual fee for 2010 of $556,250 plus Travel Expenses (which are estimated
to be approximately $150,000). 
 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. 
 Term: 
 Until December 31, 2010. 
 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-sixth (1/6) 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 a January 1, 2010 termination, the monthly Early Termination Fees would equal $88,281. 
  

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 Recipient: MJN 
 Provider: BMS, Audit Services Department 
 Point of Contact,
Recipient: Kim Roll-Wallace, Vice President, Audit 
 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. 
  

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 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. 
 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 
 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	  	December 18,
 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	  	December 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.	  	United States	  	December 18,
2009

  

 148 









							
	 Service
	  	 Description
	  	 Countries
	  	 Term

		  	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 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 November 2009 through December 2009
	  	$102,712

 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. 
 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 Atlanta, Georgia 


  

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


  

 150 








 Cost 
 Cost of Services shall be charged each month at a fixed amount of $30,502. 
 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, 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: Rick Baumgart 
 Point of Contact, Provider: Bill Mitchell 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 
  

 151 








 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. 
 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. 
  

 152 








 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. 
 Provider shall
provide to Recipient’s Mount Vernon, Indiana campus security Services as provided in the past. 
 Cost 
 Cost of Services shall be charged each month at a fixed amount of $648,726; provided that costs for the spare parts themselves requisitioned from the
Evansville Tool Room will be invoiced quarterly at actual cost; provided, further, the Cost of Services charged each month shall be reduced by (i) $168,000 upon the termination of Facility Occupancy and Support Services with
respect to office areas, (ii) $340,000 upon the termination of Facility Occupancy and Support Services with respect to manufacturing areas, (iii) $75,000 upon the termination of Facility Occupancy and Support Services with respect to lab
areas and (iv) $65,000 upon the termination of all Services under this Schedule other than Facility Occupancy and Support Services, to the extent such termination occurs prior to the termination of all Facility Occupancy and Support Services.

 Term 
 Until the date
that is eighteen (18) months after the Separation Date, except as otherwise provided below. 
 Facility Occupancy and Support Services with
respect to office areas shall terminate on January 31, 2010. 
 Facility Occupancy and Support Services with respect to manufacturing areas
shall terminate on July 31, 2010. 
 Facility Occupancy and Support Services with respect to lab areas shall terminate on June 30,
2011. 
 Extension of Services 
 Recipient shall have the right to extend, at any time upon sixty (60) days’ prior notice, either all or any one or more of the Services. The length of extension must be agreed to by both Provider and Recipient and notwithstanding
Section 2(f) of this Agreement, the price for the extended Services shall also be agreed to by both the Provider and Recipient. 
  

 153 








 Early Termination of Services: Termination at any time upon 90 days’ prior written notice
except Facility Occupancy and Support Services with respect to office areas may be terminated 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; 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 
 [INTENTIONALLY OMITTED] 
  

 155 








 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 twenty-four (24) 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. 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 
 Point of Contact, Provider:
Helen Quenneville 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 

 

 156 








 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. 
  

 157 








 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. 


  

	•	 	 Provider shall inspect and approve the movement of product returns and product destruction. 


 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. 


  

 158 









	•	 	 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 
 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 
 Provider will maintain adequate internal control operations related to Recipient’s operations during the
Term consistent with Provider internal control practices. 
  

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 Procurement Services 
 Inventory Processing 
 Provider shall provide purchasing system processing, including the
conversion of purchase requisitions into orders and the entry of information to record requested changes. 
 Sourcing of Inventory

 Provider shall perform system sourcing, including conversion of purchase requisitions into orders and entry information to record
requested changes including vendor master maintenance. 
 Inventory Analysis 
 Provider shall perform work related to determining days on hand (DOH) and obsolescence reserve. Provider shall perform monthly reporting to accounting (e.g.
purchases) and advise operations on slow moving items and potential resolution. 
 Repacked Samples 
 Provider shall be responsible for the coordination and management of repacked samples between Provider and third party providers of services, including
sourcing of indirect materials used in repacking. 
 Demand Planning 
 Provider shall perform work related to determining inventory on hand according to sales forecasts and shall meet with Recipient’s sales and marketing representatives to plan and determine purchases
of inventory and timing of such purchases in Manugistics. 
 Cost: 
 Cost of Services shall be charged each month at a fixed amount of $93,610. Pursuant to Section 2(f) of the Agreement, the uplift charged for Services described in this Schedule shall be 2%.

 Term: 
 Until the date
that is twenty (20) 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 Nutrition (Puerto Rico) Inc. 
 Provider: Bristol-Myers Squibb, Puerto Rico Inc. 
  

 160 








 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. 
  

 161 








 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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 Cost 
 Cost of Services shall be charged each month at a fixed amount of COP 24,411,387 until December 31, 2009, and COP 1,345,087 after December 31, 2009. 
 Term: 
 Until the date that is
eighteen (18) months after the Separation Date, except as set forth below, 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.

 Office Occupancy and Facilities Services shall terminate on December 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. 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: Martin Wever 
 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: Martin Wever 
 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 
 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. 
 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. 
 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 $1,200.

 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. 
  

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 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 distribution, dock and logistics services provided to Recipient by a third party service provider in a manner consistent with past practices, usual policies and GMP standards. 
 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. 
  

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 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. 


 Cost 
 Cost of Services shall be charged each month at a fixed amount of VEF 87,612
until December 31, 2009 and at a fixed amount of VEF 3,040 after December 31, 2009. 
 Term: 
 Until the date that is eighteen (18) months after the Separation Date, except as otherwise set forth below. 
 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. 
 Global Customs
and Trade Function Services, Importer of Record Services, Distribution, Dock and Logistics Services, Stickering & Relabeling Services & Promotional Customization Services, Ministry of Health Audit Attendance Services and Office
Occupancy and Facilities Services shall terminate on December 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. 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. 
  

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 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 including 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 81,374.73 until December 31, 2009 and PEN 83,165 after December 31, 2009.

  

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 Term: 
 Until the date that is eighteen (18) months after the Separation Date, except as otherwise set forth below, 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. 
 Other Services (not including FSS) shall terminate on
December 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. 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:
Jeanine Mellet 
 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 7,080.25 until December 31, 2009 and PEN 3,768 after December 31, 2009. 
 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. 
 Quality Control Services shall terminate on December 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. 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: Jeanine Mellet 
 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 USD 116,500. 
 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. 
  

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 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.

 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 USD 34,166, (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 Recipient authorization to be the owner of the Products and the subsequent transfer of products from Provider to Recipient 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 – MEXICO 
 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. 
 Financial Support Services (not included in Schedule 1) 
 BCF: Provider shall provide Business Control Function service and support. 
 Distribution, Dock & Logistics 
 Inventory transportation plant to warehouse, products manufactured by Provider for
Recipient. 
 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 one hundred ninety-four (194) employees in Mexico City, Mexico. 


 Cost 
 Cost of Services shall be
charged each month at a fixed amount of MXN 335,639. 
  

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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. 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
Nutricionales México, S. de R.L. de C.V. 
 Provider: Bristol Myers Squibb de Mexico, S. de R.L. de C.V. 
 Point of Contact, Recipient: Jorge Bocanegra 
 Point of Contact, Provider: Jaime Henao 
 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 – 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 effective date of the MJN Share Transfer, as such term is defined in the China Services Agreement, dated
February 10, 2009 between BMS and MJN, as amended and restated, 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 38 
 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: Elaine Li 
 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 39 
 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 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.


  

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	 Service
	  	 Description

	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 HKD 225,856 for Office Occupancy and Facilities Services and a fixed amount of HKD 12,217 for OTC Services. 
 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. 
  

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 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. 
 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; Elaine Li for OTC 
 Payment Terms: All payments due within thirty
(30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 40 
 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 March 2010. 
 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
31 March 2010. 
 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 41 
 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. 
 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. 
 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 
  

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	 	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 
 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. 
  

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 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 
 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 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 and, for the over-the-counter
business, its successors or assigns (as determined by BMS) as third party beneficiaries 
 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 42 
 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
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.


  

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	 Service
	  	 Description

		  	 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, which amount is comprised of the following components: 
  

			
	 Service
	  	Monthly Cost (THB)
	 Financial services
	  	274,223
	 Customs Clearance, Importation and Supply Chain (including transportation to warehouse)
	  	45,551
	 Procurement of Non-Inventory
	  	131,451
	 Office Occupancy
	  	549,670
	 Facilities
	  	203,755
	 Total
	  	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 43 
 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. 
  

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 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 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 Jhaveri, Finance Director, BMS India 
 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 – 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. 
  

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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, 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. 


 Financial Planning and Analysis Services 
 Provider shall provide, upon the reasonable
request of Recipient, financial planning and analysis support. 
 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: Victor Wong 
  

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 Point of Contact, Provider: 
  

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

 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 – 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 46 
 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: 
 To January 18, 2010. 
 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 47 
 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 and 2009 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: Ron Gimbel 
 Point of Contact, Provider: Kimberley Andrews 
 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 – 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:
Leanne Metz 
 Point of Contact, Provider: Alison Hughes 
 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 – 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: Leanne Metz 
 Point of Contact, Provider: Alison Hughes 
 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 – 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-two (22) employees in Rueil-Malmaison, France. Twenty employees supporting the France business, and two regional employees currently
leading Project Sunrise. 


  

	 	•	 	 Additional space allocated for a union representative. 


 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. 
  

 227 








 Cost 
 Cost of Services shall be charged each month at a fixed amount of €24,940. 
 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:
Leanne Metz 
 Point of Contact, Provider: Alison Hughes 
 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 – 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: Leanne Metz 
 Point of Contact, Provider: Alison Hughes 
 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 – 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: Leanne Metz 
 Point of Contact, Provider: Alison Hughes 
 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 – 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: Leanne Metz 
 Point of Contact, Provider:
Alison Hughes 
 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 – 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 Regulatory Staff”) can transfer to the newly established Recipient entity.
This transfer is expected within 2010. 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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 Marketing Support 
 Provider will supply a dedicated Marketing Manager to perform marketing activities until the dedicated Marketing Manager employee (the “Loaned BMS Marketing Staff”) can transfer to the newly
established Recipient entity. This transfer is expected to occur during calendar year 2009. At the time of transfer, Recipient has the right to terminate this Service immediately. In the event the Loaned BMS Marketing Staff does not transfer to
Recipient then Recipient shall reimburse Provider or any of its Affiliates for any and all costs and expenses incurred by Provider or its Affiliates in connection with the termination of such employee’s services. 
 Marketing activities will include: 
  

	 	•	 	 Analyze market and build Russia entry strategy based on core competencies and local brand/business opportunities. 


  

	 	•	 	 Assist General Manager in building Russian organization to optimize entry strategy. 


  

	 	•	 	 Align broader organization and cross-functional partners to Russia entry plan. 


  

	 	•	 	 Contribute to the brand(s) by identifying market opportunities, drive development and implementation of product platforms, anticipate competitive
issues and support achievement of brand sales and business objectives. 


  

	 	•	 	 Develop and manage relationships with external agencies throughout key stages of the marketing process to facilitate their participation as integral
members of the business team. 


  

	 	•	 	 Manage relationships with KOLs and outside companies. 


  

	 	•	 	 Assist in identifying new market opportunities. 


  

	 	•	 	 Assist in creating the annual business and strategic plan relating to sales, share and profit/contribution. 


  

	 	•	 	 Assist in developing brand/portfolio/life cycle management strategies relating to products sales/ROI. 


  

	 	•	 	 Assist in creating brand positioning, seeking to leverage products differentiation into product benefits. 


  

	 	•	 	 Identify, learn and understand a variety of financial, manufacturing and promotional processes/systems necessary to implement the marketing plan,
including regulatory/medical/legal review. 


  

	 	•	 	 Conduct analyses using market research techniques, develop benchmarking techniques and recommend resource allocation across/within brands using ROI
analysis. 


 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. 
  

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 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 two (2) employees 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 
 Phase 1 

  

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

  

	2.	Cost of Marketing Support Services shall be charged each month at a rate equal to all direct costs and expenses incurred by the Provider as it relates to the Loaned BMS
Marketing Staff, including, but not limited to, salary and benefits. 

  

	3.	Cost of all other Services shall be charged each month at a fixed amount of $3,666. 

  

	4.	So long as the Regulatory Affairs Support Services or Marketing 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 Regulatory Staff and Loaned BMS Marketing Staff in the Provider’s benefits plans (including pension) after the Separation Date,
(ii) the continued employment of the Loaned BMS Regulatory Staff and Loaned BMS Marketing Staff after the Separation Date and (iii) the severance and indemnity costs and expenses to terminate the Loaned BMS Regulatory Staff and Loaned BMS
Marketing Staff; and (B) indemnify the Provider for all liabilities relating to the Loaned BMS Regulatory Staff and Loaned BMS Marketing Staff. 

  

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 Phase 2 
 Cost of Services shall be charged each month at a fixed amount of RUB 86,676. 
 Term:

 Phase 1: From the Separation Date until the earlier of: (i) the date of the final transfer of all Loaned BMS Regulatory Staff and
Loaned BMS Marketing Staff to the Recipient, and (ii) December 31, 2010. In the event that (i) above occurs later than the last date in Phase 2 below, Phase 1 shall continue until the earlier of the two dates in (i) and
(ii) and shall not be limited by the dates stated for Phase 2. 
 Phase 2: From the date of the final transfer of all Loaned BMS Regulatory
Staff and Loaned BMS Marketing Staff to the Recipient 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: 
 Phase 1: Mead Johnson B.V. 
 Phase 2: LLC
“Mead Johnson Nutrition” 
 Provider: Bristol-Myers Squibb OOO 
 Point of Contact, Recipient: Leanne Metz 
 Point of Contact, Provider: Alison Hughes 
 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 – 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: Leanne Metz 
 Point of Contact, Provider: Alison Hughes 
 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 – 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: Leanne Metz 

Point of Contact, Provider: Alison Hughes 
 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 – 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: Leanne Metz 
 Point of Contact, Provider: Alison Hughes 
 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 - 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. 
 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 fourteen (14) 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: Leanne Metz 
 Point of Contact, Provider: Alison Hughes 
 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 – 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: Leanne Metz 
 Point of Contact, Provider: Alison Hughes 
 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 – 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: Leanne Metz 
 Point of Contact, Provider: Alison Hughes 
 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 – 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: Leanne Metz 
 Point of Contact, Provider: Alison Hughes 
 Payment Terms: All
payments due within thirty (30) days of receipt of invoice by Recipient. 
  

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 SCHEDULE 62 
 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: Leanne Metz 
 Point of Contact, Provider:
Alison Hughes 
 Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient. 

 

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