exv10w1






Exhibit 10.1




SUPPLY AGREEMENT




     Agreement made as of the 1st day of July, 2008 (the “Agreement Date”), between
Altus Pharmaceuticals Inc., a Delaware corporation with its principal office at 640 Memorial Drive,
Cambridge, MA 01239, USA (“ALTUS”), and Sandoz GmbH, a company organized under the laws of Austria
with its principal office at Biochemiestrasse 10, Kundl, AUSTRIA (“SANDOZ”).



     WHEREAS, ALTUS and SANDOZ have entered into a Purchase Agreement dated as of February 25, 2008
(the “Purchase Agreement”) pursuant to which ALTUS has purchased or has the right to purchase up to
[*****] of human growth hormone for use in the research and development of ALTU-238 by Altus, which
Purchase Agreement will expire on December 31, 2008; and



     WHEREAS ALTUS and SANDOZ desire to enter in to a long term supply relationship under which
SANDOZ delivers, and ALTUS purchases, human growth hormone manufactured by SANDOZ (“HGH”) in
accordance with the current applicable European and US Good Manufacturing Practice standards
(“cGMP”) for use as active ingredient in the further development and commercialization of a
pharmaceutical comprising (hereinafter“ALTU-238”) by Altus, its Affiliates and future ALTU-238
product licensees, for the consideration set forth below, and subject to the terms and conditions
of this Agreement;



     NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act




-1-









 





     1. Forecasts and Purchase Orders.



          1.1 General. To facilitate SANDOZ’ production planning process for future orders
under this Agreement, ALTUS agrees to submit [*****] rolling forecasts and purchase orders, as set
forth in this Section 1.




          1.2 Forecasts. Starting with a first forecast for the years [*****], which forecast
shall be provided to SANDOZ no later than [*****], ALTUS shall provide a rolling [*****] forecast
for the HGH requirements of ALTUS, its Affiliates and its sublicensees for ALTU-238, for the next
[*****] calendar years on or before [*****] of each year. The [*****] of each forecast shall set
out the HGH requirements per calendar quarter, the [*****] year shall set out the requirements for
the respective entire calendar year. For the purposes of this Agreement, “Affiliate” shall mean any
corporation, company, Partnership, joint venture and/or firm that controls, is controlled by, or is
under common control with a Person. For purposes of this definition, “control” means (a) in the
case of corporate entities, direct or indirect ownership of at least fifty percent (50%) of the
stock or shares having the right to vote for the election of directors, and (b) in the case of
non-corporate entities, direct or indirect ownership of at least fifty percent (50%) of the equity
interest with the power to direct the management and policies of such non-corporate entities.




     1.3 Binding Effect of Forecasts. Any forecast which has been provided by ALTUS and
which has been accepted by SANDOZ in writing shall become binding on the parties as follows:



     (a) With respect to the [*****] covered by any accepted forecast, ALTUS shall be obliged to
place orders for delivery of HGH in each calendar quarter at the amounts set in the forecast for
such calendar quarter, and SANDOZ shall be obliged to accept any such orders which have been placed
in accordance with Section 1.4.



     (b) With respect to the [*****] covered by any accepted forecast, ALTUS shall be



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act




-2-









 




obliged to forecast at least [*****] of the amounts of HGH for such calendar year in the
subsequent forecast (in which such [*****] will become the [*****] covered by such subsequent
forecast).




     (c) The remaining [*****] of the forecasted amounts for the [*****], and any forecasted
amounts for the [*****] set out in any accepted forecast shall be non-binding good-faith estimates
of the requirements of HGH, and shall not constitute any obligations on the parties to purchase or
sell any amounts of HGH whatsoever.



          1.4 Orders. Purchase orders for HGH (“Orders”) shall be submitted for each calendar
quarter at least [*****] prior to the beginning of such quarter in which the ordered amounts of HGH
shall be delivered. All Orders shall be submitted in accordance with Exhibit B, and ALTUS shall
not place Orders for amounts of HGH in excess of the accepted forecasted amounts that have become
binding pursuant to Section 1.3 (a). No Order shall become binding unless confirmed in writing by
SANDOZ, provided that (i) SANDOZ shall accept all Orders which have been placed in accordance with
this Section 1.4, unless any payments due for any previous Order are overdue. SANDOZ shall not
have any obligation to deliver any amounts of HGH in excess of the accepted forecasted amounts that
have become binding pursuant to Section 1.3 (a), provided that SANDOZ will try to use its
commercially reasonable efforts to accommodate such request if possible.




     2. Terms of Delivery of HGH



               2.1 Delivery. Upon SANDOZ’s acceptance of an Order in accordance with Section 1.3,
SANDOZ shall sell, based on EXW (INCOTERM 2000) – [*****] plant to ALTUS such quantities of HGH
specified in each such Order. SANDOZ agrees to deliver, subject to the terms of this Agreement,
the quantities of HGH set forth in such Order within the timeframes specified therein.



               2.2 Shipment. SANDOZ shall fill and deliver each Order



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act




-3-









 




submitted under Section 1.3. SANDOZ shall include with each HGH shipment a Certificate of
Analysis, the form of which shall be defined in the quality agreement provided for in Section 4.2,
signed by a duly authorized representative of SANDOZ, that certifies that such shipment conforms to
the specifications set forth on Exhibit A. The HGH shall be frozen and packaged for
shipment in appropriate amounts of dry ice and supplied by SANDOZ EXW (INCOTERM 2000) [*****] plant
for delivery to ALTUS. Shipment shall be arranged by SANDOZ on behalf of ALTUS utilizing a
commercial carrier approved by ALTUS. All packages shall contain a data logger to monitor package
disposition during shipping, and such information shall be accessible by both parties. Each
shipment shall be accompanied by a small scale satellite sample, the size and configuration of
which shall be agreed to by the parties in the quality agreement, for use by ALTUS for release
testing at ALTUS. The quality agreement shall set forth customary shipping procedures, including
without limitation, [*****].




          2.3 Purchase Price. The purchase price (the “Purchase Price”) for HGH for each Order
shall be determined in accordance with the following table:




	 	 	 
	Calendar Year Cumulative Order Quantity

	 	Price Per [*****]
	Up to [*****]

	 	[*****]
	 
	 	 
	Exceeding [*****] up to [*****]

	 	[*****]
	 
	 	 
	Exceeding [*****] up to [*****]

	 	[*****]
	 
	 	 
	Exceeding [*****]

	 	[*****]





For example, if ALTUS orders [*****] in a calendar year in four Orders of equal size in that year,
the price payable for each Order will be as follows. The price for Order 1 will be [*****] x
[*****] or [*****]. The price for Order 2 will be ([*****] x [*****]) + ([*****] x [*****]) or
[*****]. The price for Order 3 will be ([*****] x [*****]) + ([*****] x [*****]) or [*****]. The
price for Order 4 will be ([*****] x [*****]) + ([*****] x [*****]) or [*****].




Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act




-4-









 





          In the event Altus Pharmaceuticals exercises its extension option for calendar years 2013 and
2014 under Section 8.1, SANDOZ shall have the right to increase the HGH purchase price for the
extension period [*****], which increase shall [*****].




          The Purchase Price for each shipment of HGH delivered under each Order shall be payable and
invoiced [*****] prior to [*****] and [*****] after [*****]. The first invoice shall be dated no
earlier than [*****] prior to [*****], and the second invoice dated [*****]. Both invoices shall
be payable in 30 days. The parties acknowledge and agree that if any HGH delivered by SANDOZ does
not conform to the specifications set forth in Exhibit A or was not prepared under cGMP,
and ALTUS, its designated Affiliate or its product licensee, notifies SANDOZ of such non-conformity
within [*****] after receipt and provides supporting documentation (in each case, a “Non-Conforming
Shipment”), (i) SANDOZ shall immediately replace at SANDOZ’ expense the Non-Conforming Shipment
with conforming HGH, (ii) the cost of shipping and any other costs associated with the supply of
the replacement cGMP HGH will be borne by SANDOZ and (iii) Altus shall only be obligated to pay for
the replacement HGH within 30 days from the date of its receipt thereof to the extent prior payment
has not been made for the Non-Conforming Shipment.




          In the event that the parties are unable to agree as to whether or not a given shipment
complies with the specifications set forth in Exhibit A, the HGH in dispute will be submitted to an
independent quality control laboratory agreed upon by both parties. In the event that the
independent quality control laboratory finds that the shipment in question does not comply with
such specifications, such shipment shall be deemed a Non-Conforming Shipment and shall be replaced
in accordance with the prior paragraph. In the event that the independent quality control
laboratory finds that the shipment in question complies with such specifications, such shipment
shall be accepted by ALTUS and shall be paid in accordance with the prior paragraph.




Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act






-5-









 








     3. Covenants by SANDOZ. SANDOZ hereby covenants that:


          3.1 Regulatory Cooperation. Upon ALTUS’ request and within [*****] of such request,
SANDOZ will provide ALTUS, its Affiliates or its ALTU-238 product licensee with a written
authorization (a “Letter of Authorisation”) to reference the portions of Sandoz’ Drug Master File
Type [*****]” with the U.S. Food and Drug Administration (“FDA”) with respect to HGH delivered
under this Agreement for the ALTU-238 product. In the event that ALTUS, its Affiliates or its
ALTU-238 product licensee conducts a clinical trial or applies for a marketing authorisation for
ALTU-238 within the [*****]and [*****] and any competent authority requires a similar Letter of
Authorization, or additional information related to HGH in this connection, SANDOZ will use [*****]
efforts to assist ALTUS through providing such Letter of Authorization and additional relevant
information to such authority, provided however that SANDOZ is not obliged to disclose any such
additional information if this would be to the detriment of the reasonable business interests of
SANDOZ. In the event ALTUS, its Affiliates or its ALTU-238 product licensee requires similar
information or cross-reference rights in other countries approved by SANDOZ pursuant to Section
5.1, ALTUS shall notify SANDOZ of such requirement, and SANDOZ shall provide [*****] assistance to
ALTUS to provide such information or cross-reference rights for such country. ALTUS shall reimburse
SANDOZ for the reasonable costs incurred in providing such assistance in accordance with Section
4.3 at a rate of [*****] per [*****] ([*****] per [*****]).



          3.2 Inspections. SANDOZ agrees to allow ALTUS, or its designated Affiliate or product
licensee, to inspect SANDOZ’ HGH manufacturing facility [*****] and limited to [*****] for [*****],
unless circumstances reasonably require otherwise (e.g, a “for cause” audit based on unexpected
release results or cGMP failures) on a case by case basis, and to cooperate with requests from the
FDA and other regulatory authorities relating to the HGH sold to ALTUS hereunder. The parties
shall mutually agree in good faith on the appropriate scope and timing of any audit or audits
initiated by ALTUS. Only employees of ALTUS, its Affiliates or ALTU-238 product licensees




Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act




-6-









 




shall conduct where ALTUS, its Affiliates or its ALTU-238 have the staffing to conduct such
audit(s); provided however, that ALTUS, its Affiliates or its ALTU-238 product licensee may utilize
a specific consultant or consultant(s) where staffing circumstances so require. The use of such
consultant or consultant(s) shall be subject to the prior review and approval of SANDOZ, which may
be conditioned by SANDOZ on the agreement by such consultant or consultants to SANDOZ’ customary
confidentiality agreement terms.




          In the event inspections or audits are required more than [*****], and exceed [*****] in
duration, SANDOZ will invoice ALTUS for its additional expenses in supporting such audits or
inspections at the rate of [*****]; provided that such audit or inspection is not attributable to
or the result of a breach of the warranty set for in Section 4.2.




          3.3 Regulatory Notices. SANDOZ shall keep ALTUS informed of any regulatory notices or
warning letters relating to the manufacture of HGH received from any national regulatory
authorities in [*****] and shall keep ALTUS informed on the status of such issues. For the
avoidance of doubt, SANDOZ shall have no obligation to provide ALTUS with any correspondence or
other communication with the authorities.




          3.4 Available Capacity. SANDOZ agrees to allocate sufficient manufacturing capacity
for HGH consistent with the forecasts furnished by ALTUS and accepted by SANDOZ. In the event a
production run fails, SANDOZ shall use [*****] to promptly initiate a replacement production batch
by prolonging the campaign in the event it is unable to fulfill then current forecasts from its
available HGH inventory.




     4. Representations and Warranties



          4.1 Ownership of the HGH. SANDOZ represents and warrants that with respect to any
HGH supplied to ALTUS hereunder, SANDOZ is the true and lawful owner of such HGH, and SANDOZ has
the right to sell and transfer to ALTUS good and




Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act






-7-









 








clear title to such HGH.




          4.2 Conformance With Specifications and Regulatory Requirements. The HGH supplied
hereunder shall (i) at the time of delivery conform to the specifications set forth in Exhibit
A and any Certificate of Analysis which accompanies such shipment through the product
expiration date for such shipment. Shelf life for HGH manufactured and shipped under this Agreement
shall, at the time of delivery, not be shorter than [*****] at [*****] storage, (ii) shall have
been manufactured in accordance with cGMP requirements, and in compliance with all applicable laws,
rules and regulations, and (iii) at the time of delivery conform to the product characteristics and
manufacturing procedures set forth in the DMF.



SANDOZ warrants that the HGH delivered hereunder has not been adulterated or misbranded within the
meaning set forth in Federal Food, Drug, and Cosmetic Act (FDCA) or any state or local law or
regulation substantially similar to FDCA. SANDOZ further warrants that any cGMP HGH supplied
hereunder will conform to the specifications set forth in Exhibit A upon release by SANDOZ.




     Within [*****] of the [*****], the parties shall enter into a customary quality agreement
setting forth the respective quality assurance activities and responsibilities of the parties
associated with the manufacture, release, transportation, handling, storage and acceptance of the
HGH. The quality agreement shall contain customary provisions providing for advance notices of any
changes to the specifications in Exhibit A or the DMF by SANDOZ, and shall establish customary
procedures that enable ALTUS, its Affiliates and ALTU-238 product licensees to update their
respective ALTU-238 regulatory files to incorporate such changes in advance of the effective time
of such changes or updates.



          4.3 No Implied Warranties. EXCEPT FOR THE WARRANTIES IN 4.1 AND 4.2 SANDOZ DISCLAIMS
ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE HGH PROVIDED HEREUNDER, INCLUDING
ALL



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act






-8-









 







IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.




     5. Covenants by ALTUS. ALTUS here by covenants that:



          5.1 ALTUS will ensure that the HGH covered by this Agreement will only be used in the
development and commercialization of pharmaceutical products within [*****]. In the event that
ALTUS provides a written request to SANDOZ to add additional countries to the scope of this
Agreement, SANDOZ will consider such request in good faith, provided that such extension of the
geographical scope shall require the prior written consent of SANDOZ. It is understood that SANDOZ
will only reject such additional country requests to the extent SANDOZ reasonably determines that
it would be to the detriment of the reasonable business interests of SANDOZ to add such countries.




     5.2 ALTUS shall ensure that any HGH delivered by SANDOZ shall be marketed, sold and otherwise
used only in accordance with all current applicable laws, regulations, guidelines and requirements
of competent authorities, including without limitation all applicable Good Clinical Practice
standards.



     6. Indemnification; Limitation of Liability.



          6.1 By ALTUS. ALTUS shall indemnify and hold harmless SANDOZ, its Affiliates and
their respective employees, directors and officers, from and against any and all liabilities or
obligations, damages, losses, claims, encumbrances, costs or expenses (including attorneys’ fees)
(any or all of the foregoing herein referred to as “Loss”) arising out of or based upon (i) the
gross negligence or willful misconduct or breach of this Agreement by ALTUS or (ii) the handling,
shipment, storage or use of the HGH delivered by SANDOZ under this Agreement and of any products or
other materials containing or derived from such HGH, including without limitation any Loss




Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act





-9-









 







resulting from or based upon any product liability claims or any infringement of third
party’s rights, related to the handling, shipment, storage or use of HGH, except to the extent any
such Loss or Losses is/are caused by the gross negligence, willful misconduct or breach of SANDOZ’
representations or warranties to ALTUS hereunder, including, without limitation, those contained in
Section 4.1, 4.2 and 4.3 of this Agreement by SANDOZ.




          6.2 By SANDOZ. SANDOZ shall indemnify ALTUS and hold ALTUS harmless from and against
any and all Losses relating to or caused by the gross negligence, willful misconduct or breach of
SANDOZ’ representations or warranties to ALTUS in 4.1, 4.2, and 4.3 hereunder, except to the extent
any such Loss or Losses is caused by the gross negligence, willful misconduct or breach of ALTUS’
representations or warranties to SANDOZ hereunder.




          6.3 Procedure and Settlement. If a party intends to claim indemnification under this
Supply Agreement (“Indemnified Party”), it shall promptly notify the other party (the “Indemnifying
Party”) in writing of such alleged Loss or Losses. The Indemnifying Party shall have the right to
control the defense thereof with counsel of its choice as long as such counsel is reasonably
acceptable to the Indemnified Party; provided, however, that any Indemnified Party shall have the
right to retain its own counsel at its own expense for any reason. The Indemnified Party, its
employees and agents, shall reasonably cooperate with the Indemnifying Party and its legal
representatives in the investigation or defense of any Losses covered by this Section 6. The
failure to deliver written notice to the Indemnifying Party within a reasonable time after the
commencement of any such action, to the extent prejudicial to its ability to defend such action,
shall relieve the Indemnifying Party of any obligation to the Indemnified Party hereunder. No
compromise or settlement of any third party suits, claims, actions, or demands may be effected by
the Indemnifying Party without the Indemnified Party’s written consent (which consent shall not be
unreasonably withheld or delayed), unless (i) there is no finding or admission of any violation of
law or any




Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act






-10-









 







violation of the rights of any person and no effect on any other claims that may be made
against the Indemnified Party, (ii) the sole relief provided is monetary damages that are paid in
full by the Indemnifying Party, and (iii) the Indemnified Party’s rights under this Supply
Agreement are not adversely affected. Any settlement by the Indemnified Party without the prior
written consent of the Indemnifying Party shall relieve the Indemnifying Party of its
indemnification obligations under this Section 6.




          6.4 Limitation of Liability and Damages. SANDOZ shall have no liability whatsoever
with respect to any Losses resulting from any use of HGH delivered by SANDOZ if such HGH (i) is not
used in accordance with Section 5.2 or (ii) is used outside the scope of this Agreement. In no
event shall either party in any circumstances be liable to the other for any consequential or
indirect loss or damage or loss of profit of whatsoever nature, including damage to goodwill, loss
of market share, existing or prospective, or for any punitive damages.




     7. Confidentiality. Each party shall during the term of this Agreement and for
[*****] thereafter keep strictly confidential information disclosed by the other party under this
Agreement, not disclose the information to any third party (other than an Affiliate or contractor
of ALTUS, an ALTU-238 product licensee of ALTUS, or to a regulatory authority with jurisdiction
over ALTUS’ ALTU-238 product, provided that such recipients are duly bound to preserve the
confidentiality of such information) without the prior written consent of the other party and
exclusively use such information for no other purpose than its performance under this Agreement;
however, the above provisions shall not apply to any information which falls into any of the
following exceptions:



     (a) information already in the public domain at the time of disclosure;



     (b) information which has become part of the public domain due to reasons other than the fault
of receiving party;



     (c) information already in the possession of receiving party at the time of



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act






-11-









 







disclosure, which fact the receiving party shall prove by documentary evidence; or




     (d) information disclosed to the receiving party by a third party authorized to do so.



     If required, a receiving party may disclose Confidential Information to a governmental
authority or by order of a court of competent jurisdiction, provided that the receiving party
shall, if possible, promptly notify the disclosing party in writing prior to such disclosure in
order to enable the disclosing party to take such action as it deems appropriate to obtain
confidential treatment for such disclosure and/or minimize the extent of such disclosure.



     8. Term; Termination.



     8.1 Term; Right of First Refusal. This Agreement shall take effect as of the
Agreement Date and shall remain in effect for a fixed term until December 31, 2012, unless
extended until December 31, 2014 as provided for below, or such later date as shall be mutually
agreed upon by the parties. On or before [*****], upon written request of ALTUS, SANDOZ agrees to
extend the Agreement for two years until December 31, 2014, provided that ALTUS’ right to order HGH
during the extended term is limited to a range of [*****] of HGH per calendar year and provided
further that Sandoz has not discontinued HGH production. SANDOZ shall have the right to increase
the HGH purchase price for the extension period , as provided for in Section 2.3 above. In
addition, in the event ALTUS, its Affiliate or a product licensee of ALTU-238, seeks to enter into
a contract with a third party supplier of HGH during the four (4) year period following the expiry
of the initial term of this Agreement on December 31, 2012, or, in the event of extension of the
term for two years until December 31, 2014, during the four (4) year period following expiry of
such extended term, ALTUS or the applicable Affiliate or product licensee shall notify SANDOZ in
writing of the opportunity. SANDOZ may notify ALTUS or the applicable Affiliate or product
licensee in writing within [*****] following such notice of its election to make an offer to extend
the agreement, or not to



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act




-12-









 





extend the agreement. In the event SANDOZ elects not to make an extension offer or fails to
respond to such notice, ALTUS or the applicable Affiliate or product licensee shall have the right
to enter into a contract with a third party supplier of HGH without further obligation to SANDOZ.
In the event that SANDOZ elects in such notice to make an extension offer, then SANDOZ’ response
shall be accompanied by an offer describing the terms of such extension in the form of an amendment
to this Agreement. ALTUS, or the applicable Affiliate or product licensee shall have [*****] to
accept or reject SANDOZ’ offer or otherwise reach mutually agreeable terms with SANDOZ. In the
event the parties are unable to reach agreement within [*****], ALTUS or the applicable Affiliate
or product licensee shall have the right to enter into a contract with a third party supplier of
HGH on terms that are no more favorable, taken as a whole, than the most favorable commercial terms
offered by SANDOZ to ALTUS or the applicable Affiliate or product licensee.




     8.2 Termination for Cause. Either party may terminate this Agreement upon written
notice in the event the other party shall have breached this Agreement, including without
limitation, a shortage of HGH supply under Section 3.4 that delays duly forecasted shipments under
duly placed Orders by more than [*****], and failed to cure such breach or shipment delay within
[*****] of receipt of written notice thereof. In the event of such termination, the terminating
party shall have the right to cancel any Orders or binding forecasts outstanding on the date of
termination.



     8.3 Early Termination Upon Discontinuation of Development or Commercialization. In
the event that the development or commercialization of ALTU-238 is discontinued by Altus, or its
applicable Affiliates or ALTU-238 product licensees, ALTUS shall have the right to terminate this
Agreement upon [*****] written notice as well as any outstanding Orders and forecasts as of the
date of termination. In such event, SANDOZ shall [*****] to utilize or sell to other customers HGH
covered by such cancelled Orders or forecasts or otherwise minimize its termination costs by
curtailing production. To the extent that SANDOZ is unable to utilize or sell such HGH or



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act






-13-









 







otherwise reduce such termination costs, then ALTUS shall make a termination payment to
compensation SANDOZ for [*****] on such cancelled Orders. Such payment shall be agreed to in good
faith by the parties and shall not exceed the [*****] of the [*****] on the date of termination.




     8.4 Early Termination for Convenience. Altus shall have the right to terminate this
Agreement for convenience by giving written notice on or before [*****] and on or before [*****] of
each subsequent calendar year and such termination shall be effective on December 31 following such
notice. All outstanding Orders and forecasts for shipments of HGH on or after such termination
date shall be cancelled. Such notice shall be in lieu of placing a forecast or order under Section
1.2 of the year in which such notice is given. All Orders for shipments of HGH prior to December
31 of that year shall remain in effect. In consideration thereof,



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act






-14-









 







ALTUS shall pay SANDOZ a termination fee based on the following schedule:




	 	 	 	 	 
	Termination Notice Date	 	 	 	 
	(on or before)	 	Termination Fee	 	Installments
	[*****]

	 	[*****]
	 	[*****] payable on or before [*****]
	 
	 	 	 	 
	[*****]

	 	[*****]
	 	[*****] payable on or before [*****]
	 
	 	 	 	 
	[*****]

	 	[*****]
	 	[*****] payable on or before [*****]
	 
	 	 	 	 
	[*****]

	 	[*****]
	 	Payable on or before [*****]






     In the event that ALTUS exercises the extension option under Section 8.1, then ALTUS shall
also have the right to terminate this Agreement for convenience with respect to the extended term
by giving written notice on or before [*****] prior to each calendar year in the extended term and
such termination shall be effective on December 31 following such notice. In this case Altus
shall pay the full price for all outstanding HGH orders, and all forecasts of HGH shall be
cancelled. In addition, ALTUS shall pay SANDOZ a termination fee



     based on the following schedule:



	 	 	 	 	 
	Termination Notice Date	 	Termination Fee	 	Installments
	on or before [*****]

	 	[*****]
	 	Payable on or before
[*****]
	 
	 	 	 	 
	between [*****] and [*****}

	 	[*****]
	 	Payable on or before
[*****]






Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act




-15-









 





     8.5 Survival. Upon any termination or expiration of this Agreement under
Sections 8.1, 8.2, 8.3 or 8.4 neither party shall be relieved of any obligations incurred
prior to such termination (except to the extent expressly provided otherwise under Section 8.2, 8.3
or 8.4) or expiration and the obligations of the parties with respect to confidentiality,
indemnification, governing law and any other provision which by its nature is intended to survive
any such termination or expiration, shall survive and continue to be enforceable.



     9. Notices. Any notices or other communications required or permitted hereunder shall
be sufficiently given if delivered personally or sent by telex, federal express or other
international overnight courier service, registered or certified mail, postage prepaid, addressed
as follows or to such other address of which the parties may have given notice:


To SANDOZ:



Sandoz GmbH

Biochemiestrasse 10

A- 6250 Kundl

AUSTRIA

Telecopier No.: 0043 5338 200 442

Attn: Head Biotech Cooperations



To ALTUS:



Altus Pharmaceuticals Inc.

640 Memorial Drive

Cambridge, MA 01239

USA

Telecopier No.: 001-617-299-2999

Attn: Vice President, Strategic Planning




Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act






-16-









 







With a copy to:



Altus Pharmaceuticals Inc.

640 Memorial Drive

Cambridge, MA 01239

USA

Telecopier No.: 001-617-299-2999

Attn: General Counsel



Unless otherwise specified herein, such notices or other communications shall be deemed received
(a) on the date delivered, if delivered personally; or (b) three business days after being sent, if
sent by registered or certified mail; or (c) two business days after being sent, if by
internationally-recognized overnight courier service.




     10. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted assigns.



     11. Entire Agreement, Relationship to other Agreements, Amendments.



          11.1 Entire Agreement. This Agreement, the contemplated quality agreement, and all
Exhibits hereto, represent the entire understanding and agreement between the parties hereto with
respect to the subject matter hereof. Subject to Section 11.2, this Agreement shall supersede all
prior oral and written and all contemporaneous oral negotiations, commitments and understandings
between such parties other than the Purchase Agreement. This Agreement shall not constitute any
obligation of either party to enter into agreements regarding purchase and supply of additional
quantities of HGH.




          11.2 Relationship to other Agreements. This Agreement shall not modify or other wise
affect the Purchase Agreement, which shall remain in full force and effect. Unless ALTUS has
ordered the full amount of [*****] of HGH as provided for in Section 1.1 of the Purchase Agreement,
any Order of ALTUS for HGH shall be deemed to be




Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act






-17-









 








placed under, and shall be governed by the terms of, the Purchase Agreement. Once Altus has
ordered such amount of HGH, and further Orders for HGH shall be deemed to be placed under, and
governed by the terms of, this Agreement.




          Any Exhibits to this Agreement and the quality agreement shall be included herein by reference
and shall constitute an integral part of this Agreement. In the event of any conflict between the
terms and conditions of this Agreement and the contents of the quality agreement or any Order, the
terms and conditions of this Agreement shall prevail.




          11.3 Amendments. This Agreement may not be amended except by an instrument in writing
signed on behalf of each of the Parties.




     12. Expenses. Except as otherwise expressly provided herein, ALTUS and SANDOZ shall
each pay their own expenses in connection with this Agreement and the transactions contemplated
hereby.



     13. Governing Law; Arbitration.



          13.1 Governing Law. This Agreement shall be governed by and construed for all
purposes in accordance with the laws of the State of New York, USA without regard to any choice of
law principle that would dictate the application of the law of another jurisdiction.




          13.2 Dispute Resolution. The Parties shall attempt in good faith to resolve
any dispute arising out of or relating to this Agreement promptly by negotiation between executives
who have authority to settle the controversy. Any party may give the other party written notice of
any dispute not resolved in the normal course of business. Within thirty (30) days after delivery
of the disputing party’s notice, the executives of both Parties shall meet at a mutually acceptable
time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve
the dispute.




Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act






-18-









 








          13.3 Arbitration. Any dispute arising out of or relating to this Agreement or the
breach, termination or validity thereof which has not been resolved by a non-binding procedure as
provided in Section 13.2 above within sixty (60) days of the initiation of such procedure, shall at
the written request of a party be settled by arbitration according to the Rules of Arbitration and
Conciliation of the International Chamber of Commerce in Paris to be held in New York, USA in the
English language.




          13.4 Judgments. Notwithstanding Section 13.1 above, the judgment upon the award
rendered by the arbitrators may be entered by any court having jurisdiction thereof.




          13.5 Location. The place of arbitration shall be New York, NY. The neutral
organization designated to perform the functions specified in Rule 6 and Rules 7.7(b), 7.8 and 7.9
shall be the CPR.




          13.6 Exclusivity. The procedures specified in this Section 13 shall be the sole and
exclusive procedures for the resolution of disputes between the Parties arising out of or relating
to this Agreement (except for specification disputes which shall be resolved in accordance with
Section 2.3); provided, however, that a party, without prejudice to the above procedures, may seek
a preliminary injunction or other provisional judicial relief if in its sole judgment such action
is necessary to avoid irreparable damage or to preserve the status quo. Despite such action the
Parties will continue to participate in good faith in the procedures specified in this Section 13.




          13.7 Statute of Limitations. All applicable statutes of limitation and defenses based
upon the passage of time shall be tolled while the procedures specified in this Section 13 are
pending. The Parties will take such action, if any, required to effectuate such tolling.




          13.8 Continued Performance. Each party is required to continue to perform its
obligations under this Agreement pending final resolution of any dispute




Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act






-19-









 







arising out of or relating to this Agreement, unless to do so would be impossible or
impracticable under the circumstances.




     14. Section Headings. The section headings are for the convenience of the parties and
in no way alter, modify, amend, limit, or restrict the contractual obligations of the parties.



     15. Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement.



     16. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall be one and the same document.



     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of and on
the date first above written.



	 	 	 	 	 	 	 	 	 
	ALTUS PHARMACEUTICALS INC.	 	 	 	SANDOZ GMBH
	 
	 	 	 	 	 	 	 	 
	By: 


Name:

	 	/s/ Georges Gemayel
 


Georges Gemayel
	 	 
	 	By:


Name:
	 	/s/ F. Nachtmann            /s/ E. Dolejsi
 

 Dr. F.
Nachtmann          Dr. E. Dolejsi
	 
	Title:

	 	President and Chief Executive Officer
	 	 	 	Title:
	 	 Head Biotech Coop.        Head Legal
	 
	 	 	 	 	 	 	 	 

	Date:

	 	June 27, 2008
	 	 	 	Date:
	 	July 3, 3008






Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act




-20-









 





Exhibit A




HUMAN GROWTH HORMONE DRUG SUBSTANCE SPECIFICATIONS



The specifications for the HGH to be supplied by SANDOZ to ALTUS under this Agreement are as
follows:

[*****]




Storage and transport conditions: [*****]



The HGH shall have been manufactured in accordance with current good manufacturing practices
(“cGMP”) for pharmaceuticals as described in applicable regulations promulgated by the U.S. Food
and Drug Administrative, including those set forth in 21 CFR Parts 210 and 211.




Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act




-21-









 





Exhibit B




Order Schedule and Shipping Details



1. No order will be considered placed and no HGH will be shipped without ALTUS submitting an Order
for the HGH.



2. Each Order will set forth the delivery date for the ordered shipment, which delivery date shall
be during the applicable calendar quarter.



3. Unless otherwise specified in an Order and accepted by SANDOZ, all HGH shipments shall be
addressed to:



Altus Pharmaceuticals Inc.

Attn: Sujit Basu, Ph.D.

625 Putnam Ave.

Cambridge, MA 02139

USA



4. The Order will contain instructions as to how the shipment is to be labeled.




Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act




-22-









 





Exhibit C




Altus’ [*****] years nonbinding HGH purchase forecast




	 	 	 	 	 
	 
	 	Baseline Requirement
	 	Higher Range






[*****]



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under

Rule 24b-2 of the Exchange Act





-23-