##### 



EXHIBIT 10.60
 ***Text Omitted and Filed SeparatelyConfidential Treatment
RequestedUnder 17 C.F.R. §§ 200.80(b)(4)
and240.24b-2(b)(1)
       IDM Initial
    
    CL Initial




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May 10, 2005
    
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  1 DEFINITIONS
    
    
    52 APPOINTMENT
    
    
    82.1 APPOINTMENT AND GRANT
    
    
    82.2 SUB-DISTRIBUTION AND SUB-LICENSES
    
    
    83 SCOPE OF APPOINTMENT
    
    
    83.1 TERRITORY
    
    
    83.2 COMPETITIVE PRODUCTS AND CLINICAL TRIALS
    
    
    93.3 NEW INDICATIONS / ADDITIONAL TERRITORY
    
    
    103.4 IMPROVEMENTS
    
    
    103.4.1 Distributors Improvements
    
    
    103.4.2 Development of Distributors Improvements
    
    
    113.4.3 Supply of data by the Distributor
    
    
    113.4.4 IDM Improvements
    
    
    113.4.5 Rejection of IDM Improvements
    
    
    114 UP-FRONT FEE / MILESTONES
    
    
    114.1 UP-FRONT FEE
    
    
    114.2 UP-FRONT FEE PARTIAL REIMBURSEMENT
    
    
    114.3 REGISTRATION MILESTONE
    
    
    114.4 NET SALES-RELATED PERFORMANCE ROYALTY
    
    
    125 RELATIONSHIP BETWEEN THE PARTIES
    
    
    125.1 INDEPENDENT CONTRACTORS
    
    
    125.2 WHOLESALERS
    
    
    125.3 IDM RESPONSIBILITIES AND OBLIGATIONS
    
    
    126 REGULATORY
    
    
    127 DISTIBUTORS DUTIES
    
    
    137.1 GENERAL
    
    
    137.2 PROMOTION, MARKETING AND SALES
    
    
    147.3 COMMENCEMENT OF MARKETING
    
    
    157.4 PROMOTIONAL MATERIALS
    
    
    157.5 PROVISION OF Know-How
    
    
    167.6 MINIMUM ANNUAL QUOTAS
    
    
    168 IDMS DUTIES
    
    
    168.1 CONFORMITY OF PRODUCT
    
    
    168.1.1 Compliance with Product Specifications
    
    
    168.1.2 Claims of non-conformity
    
    
    168.1.3 Non-conforming Product
    
    
    168.1.4 Laboratory costs
    
    
    178.1.5 Disclaimer
    
    
    178.1.6 Warranty exclusions
    
    
    178.1.7 Additional specifications
    
    
    178.2 LICENSES TO PERFORM
    
    
    188.3 MARKETING ASSISTANCE, PROVISION OF KNOW-HOW
    
    
    189 COOPERATION BETWEEN PARTIES
    
    
    189.1 MARKETING PLANNING
    
    
    189.2 INTELLECTUAL PROPERTY RIGHTS
    
    
    189.3 IDMs PATENT OBLIGATIONS
    
    
    189.4 IDMS ORPHAN DRUG DESIGNATION OBLIGATIONS
    
    
    1910 FORECASTS AND ORDERS
    
    
    1910.1 FORECASTS
    
    
    1910.2 ORDERS
    
    
    2011 PRICE OF PRODUCT
    
    
    2011.1 CONDITION PRECEDENT
    
    
    2011.1.1 Public Price
    
    
    2011.1.2 No material adverse change
    
    
    2011.2 TRANSFER PRICE OF PRODUCT
    
    
    2011.3 ROYALTIES
    
    
    2111.4 ROYALTY PAYMENT AND RECONCILIATION
    
    
    2111.5 CURRENCY AND EXCHANGE RATES
    
    
    21
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    CL Initial




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May 10, 2005
    
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 11.6 PRICE REVISION
    
    
    2111.6.1 Following Cost of Goods changes
    
    
    2111.6.2 Following commercial amendments
    
    
    2112 DELIVERY OF PRODUCT
    
    
    2113 RECORDS
    
    
    2213.1 RECORDS
    
    
    2213.2 LATE PAYMENTS
    
    
    2213.3 GUARANTEE
    
    
    2214 STORAGE  INVENTORY  RETURNS
    
    
    2214.1 STORAGE
    
    
    2214.2 RETURN OF PRODUCT
    
    
    2215 QUALITY
    
    
    2215.1 QUALITY CONTROL
    
    
    2215.2 SUSPENSION OF DISTRIBUTION
    
    
    2315.3 PRODUCT RECALL
    
    
    2316 TRADEMARKS
    
    
    2316.1 USE OF TRADEMARKS
    
    
    2316.2 PRODUCT MARK INFRINGEMENT
    
    
    2416.3 MAINTENANCE OF THE TRADEMARKS
    
    
    2516.4 INACTIVE OR ABANDONED TRADEMARKS
    
    
    2517 TERM AND TERMINATION OF THE AGREEMENT
    
    
    2517.1 TERM OF THE AGREEMENT
    
    
    2517.2 TERMINATION
    
    
    2517.3 CHANGE OF CONTROL / ASSIGNMENT
    
    
    2617.4 CONSEQUENCES OF TERMINATION
    
    
    2618 CONSEQUENTIAL LOSS  INSURANCE
    
    
    2718.1 CONSEQUENTIAL LOSS
    
    
    2718.2 INSURANCE
    
    
    2719 INDEMNIFICATION
    
    
    2819.1 INDEMNIFICATION BY THE DISTRIBUTOR
    
    
    2819.2 INDEMNIFICATION BY IDM
    
    
    2819.3 INDEMNITY PROCEDURE
    
    
    2919.4 DEFENCE OF CLAIM
    
    
    2920 ACTIONS OF COMPETITORS, LITIGATION
    
    
    2921 CONFIDENTIALITY
    
    
    2921.1 CONFIDENTIAL INFORMATION
    
    
    2921.2 PRIOR CONFIDENTIALITY AGREEMENT
    
    
    3022 GOVERNING LAW  DISPUTES
    
    
    3022.1 GOVERNING LAW
    
    
    3022.2 DISPUTES
    
    
    3022.2.1 Mediation
    
    
    3022.2.2 Arbitration
    
    
    3023 FORCE MAJEURE
    
    
    3024 REPRESENTATIONS AND WARRANTIES
    
    
    3124.1 REPRESENTATIONS AND WARRANTIES OF IDM
    
    
    3124.1.1 Organization and authority
    
    
    3124.1.2 No conflict
    
    
    3124.1.3 Ownership
    
    
    3124.1.4 Enforceability
    
    
    3124.1.5 Actions
    
    
    3124.1.6 No infringement
    
    
    3124.1.7 Warranty
    
    
    3224.2 REPRESENTATIONS AND WARRANTIES OF CL
    
    
    3224.2.1 Organization and authority
    
    
    3224.2.2 No conflict
    
    
    3225 MISCELLANEOUS
    
    
    3225.1 ENTIRE AGREEMENT
    
    
    3225.2 No WAIVER
    
    
    3325.3 PUBLIC ANNOUNCEMENTS
    
    
    3325.4 NOTICES
    
    
    33
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    CL Initial




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May 10, 2005
    
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 25.5 SEVERABILITY
    
    
    3425.6 LANGUAGE
    
    
    3425.7 EXPENSES
    
    
    3426 SCHEDULES
    
    
    3526.1 SCHEDULE A
    
    
    3526.2 SCHEDULE B
    
    
    3526.3 SCHEDULE B-1
    
    
    3526.4 SCHEDULE C
    
    
    3526.5 SCHEDULE D
    
    
    3527 SCHEDULE E  PATENT LIST
    
    
    36
  IDM Initial
    
    CL Initial




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May 10, 2005
    
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 LICENSE AND DISTRIBUTION AGREEMENT
       RECITALS
   AGREED TERMS
 1 DEFINITIONS
  Adverse Events
 Affiliates control ,
 Agreement
 Authorities
 Business Year
 
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    CL Initial




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May 10, 2005
    
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 Change of Control
 Combination Products
 Competitive Products
 Confidential Information
 Confidentiality Agreement
 Date of Signature
 Delivery
 Distributor Know-How
 Distributor Marketing Plan
 Dossier
 Effective Date
 EMEA
 GMP
 IDM Know How
 IDM Site
 Improvements
 IDM Initial
    
    CL Initial




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May 10, 2005
    
    7/36
 Indication
 Initial Term
 Know-How
 Marketing Approval
 Minimum Annual Quotas
 Net Sales
 New Indication
 Parties
 Party
 Patents
 Product
 Product Marks IDM Marks control
 *
    
    Confidential Treatment Requested
under 17 C.F.R. §§ 200.80(b)(4) and
240.24b-2(b)(1)




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May 10, 2005
    
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  Product Specifications
 Public Price
 Regulatory Approval(s)
 Standard Operating Procedures
 Territory
 Trademarks
 Transfer Price
 2 APPOINTMENT
 2.1 APPOINTMENT AND GRANT
  (a)
    
    appoints the Distributor from the Date of Signature as its exclusive distributor to promote,
market, sell, distribute and subject to Articles 3.2 and 3.4, develop the Product in the
Territory for the Indication and the Distributor hereby accepts such an appointment; and(b)
    
    grants to the Distributor (i) a non-transferable save as provided in Article 17.3, exclusive
license to use the Patents, Product Marks, the IDM Know How and the Know-How in the Territory
and (H) a non-transferable, non-exclusive, non assignable, save as Article 17.3, license to
use the IDM Marks, in connection with the Distributors promotion, marketing, sale and
distribution of the Product for the Indication in the Territory.
 2.2 SUB-DISTRIBUTION AND SUB-LICENSES
  3 SCOPE OF APPOINTMENT
 3.1 TERRITORY
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    CL Initial




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May 10, 2005
    
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 (a)
    
    The rights granted to the Distributor are limited to the promotion, marketing, sale,
distribution and subject to Articles 3.2 and 3.4, development of the Product within the
Territory. Throughout the term of the Agreement, the Distributor and/or, where applicable, its
Affiliates shall not, directly or indirectly, pursue an active sales policy (i.e. promote,
market and sale the Product) outside the Territory. The Distributor and/or, where applicable,
its Affiliates shall not, in particular, actively approach customers outside the Territory by
direct mail, visits, advertisements or other promotions unless Distributor wishes to utilise
the expertise of such a customer in order to further its marketing effort within the
Territory. The Distributor and/or, where applicable, its Affiliates shall not otherwise seek
orders for Product from customers outside the Territory. It is acknowledged that having
details of the Product on its web site shall not constitute actively promoting or marketing
the Product outside the Territory by the Distributor.(b)
    
    If the Distributor has been granted the rights set forth in paragraph (a) above for (i) a
State of the European Union (EU) or the European Economic Area (EEA), (ii) a State having
entered into a Europe agreement with the EU or (iii) a State from which re-imports towards the
EU or the EEA are reasonably foreseeable, the Distributor may respond to unsolicited requests
from customers located in the EU, the EEA or a State having entered into a Europe agreement
with the EU, it being agreed that:
 (i)
    
    The Distributor and/or, where applicable, its Affiliates may only respond to
demands from these customers for as long as they dispose of sufficient stocks to meet
orders from customers inside the Territory;(ii)
    
    No modification of the substantial qualities of the Product may be made at any time.
 (c)
    
    In the event that the Distributor has been granted the rights set forth in paragraph (a)
above for a territory other than those defined in paragraph (b) above, the Distributors may
respond to unsolicited requests from customers outside of the Territory only if such customers
are located in the EU, the EEA or in a State having entered into a Europe agreement with the
EU.(d)
    
    This commitment shall survive after expiration or termination of the Agreement for as long as
the Distributor may, in accordance with the terms and conditions set forth in Article 17.4,
continue to sell the Product remaining in its stocks.(e)
    
    IDM retains rights for use of the Product outside of the Territory.
 3.2 COMPETITIVE PRODUCTS AND CLINICAL TRIALS
    IDM Initial
    
    CL Initial
 *
    
    Confidential Treatment Requested
under 17 C.F.R. §§ 200.80(b)(4) and
240.24b-2(b)(1)




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   3.3 NEW INDICATIONS ADDITIONAL TERRITORY
 (a)
    
    IDM grants to Distributor a first option to be appointed as its distributor of the Product
for a New Indication in the Territory on conceptually similar terms to those set forth herein,
and if the Distributor accepts such appointment, the Distributor shall communicate its
acceptance in writing to IDM within thirty (30) days of receipt of IDMs offer. In such case,
the Distributors distribution of the product in the New Indication shall be governed by this
Agreement, to the extent not modified by the aforementioned conceptually similar terms as
agreed between the Parties. Should the Parties fail to agree on such conceptually similar
terms within thirty (30) days of receipt of IDMs offer, then the Chief Executive Officers
shall attempt for a period not more than thirty (30) days to reach an agreement. If the CEOs
can not reach an agreement in the said thirty (30) days, the outcome shall finally be settled
by an independent analysis from a mutually agreed independent third party whose decision shall
be binding upon the Parties and cost of such independent analysis shall be paid entirely by
the Party that the independent third party rules against.(b)
    
    Failure by the Distributor to give notice of acceptance or rejection of IDMs offer within
the thirty (30) day period set out in Article 3.3 (a) shall constitute a rejection of the
offer by the Distributor.(c)
    
    Although IDM may offer third parties the opportunity to license the Product in other
countries than the Territory, or otherwise seek to develop relationships with third parties
related to the Product in countries other than the Territory, IDM will inform CL of its
decision to license the Product in other countries which do not belong to the Territory.
Should such other countries interest CL that the Parties will negotiate with respect to the
exclusive distribution of the Product outside of the Territory where CL might promote, market,
sell and distribute the Product. For sake of clarity, until an amendment to the Licence
Agreement granting Additional Territory is not executed by the Parties, IDM shall be free to
discuss and negotiate with any third parties.(d)
    
    As of today, in the Territory. IDM owns exclusive rights concerning the use of the Product as
an agent to be used in the Indication. In the Indication, the Product has been granted an
Orphan Drug Status in both the US and European Union. IDM will be responsible for its own
research and development activities on the Product and will assume all related expenses.
 3.4 IMPROVEMENTS
 3.4.1 Distributors Improvements
  
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May 10, 2005
    
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 3.4.2 Development of Distributors Improvements
  3.4.3 Supply of data by the Distributor
  3.4.4 IDM Improvements
  3.4.5 Rejection of IDM Improvements
  4 UP-FRONT FEE / MILESTONES
 4.1
UP-FRONT FEE
  4.2 UP-FRONT FEE PARTIAL REIMBURSEMENT
  4.3 REGISTRATION MILESTONE
  IDM Initial
    
    CL Initial
 *
    
    Confidential Treatment Requested
under 17 C.F.R. §§ 200.80(b)(4) and
240.24b-2(b)(1)




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  4.4 NET SALES-RELATED PERFORMANCE ROYALTY
  5 RELATIONSHIP BETWEEN THE PARTIES
 5.1
INDEPENDENT CONTRACTORS
  5.2 WHOLESALERS
  5.3 IDM RESPONSIBILITIES AND OBLIGATIONS
 (a)
    
    IDM will be responsible for GMP compliant manufacture of the Product, confirmed by a
Certificate of Conformance(b)
    
    In respect of the terms of the agreement signed between Ciba-Geigy and TherAtid, Inc.
(TherAtid, Inc merged with Jenner Technologies Corporation in 1996, which became Jenner
Biotherapies Inc., holder of the Product rights. Those rights were acquired by IDM in 2003)
and effective since April 4, 1996, IDM will be responsible for all payments due to Ciba-Geigy
(now Novartis).(c)
    
    IDM will be responsible for pharmaco-vigilance and drug safety monitoring and shall comply at
all times with Volume 9 of the The Rules Governing Medicinal Products in the European
Community. Without limiting the generality of the foregoing, IDM shall provide to Distributor
all information necessary to enable Distributor to fulfil its obligations as national
representative in the Territory.
 6 REGULATORY
  IDM Initial
    
    CL Initial
 *
    
    Confidential Treatment Requested
under 17 C.F.R. §§ 200.80(b)(4) and
240.24b-2(b)(1)




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May 10, 2005
    
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    (a)
    
    employ its reasonable efforts and do everything as is reasonably necessary, to help IDM to
obtain the Marketing Approval in accordance with the timelines agreed upon by the Parties;(b)
    
    inform IDM, in a timely manner, before exchanging any information material with an Authority
and provide IDM with a copy, via fax, followed by a copy by mail, of any information provided
to the Authority or where information was given orally, with a written summary of such
information as well as with a copy of any and all correspondence received from any Authority
in relation to any Regulatory Approval, immediately upon receipt;(c)
    
    obtain and maintain any necessary Regulatory Approval and pay all necessary fees related to
such Regulatory Approval to the Authorities promptly when due;(d)
    
    act as national representative for IDM in the Territory with regard to Product-related
regulatory affairs in the Territory;(e)
    
    promptly advise IDM in writing of all applicable laws, rules and regulations of the Territory
relating to the Marketing Approval, distribution, advertising, promotion and sale of the
Product in the Territory, as well as of all governmental initiatives and proposals which could
affect such laws, rules or regulations;(f)
    
    provide regular written timetables (at least every three (3) months) to IDM for the ongoing
regulatory and pricing activities (expected date of submission, expected date of approval,
grant of Public Price and grant of reimbursement) and justification for any change to such
timetables.
 7 DISTRIBUTORS DUTIES
 7.1 GENERAL
  (a)
    
    use its commercially reasonable efforts to promote, market, sell and distribute the Product
in the Territory;(b)
    
    maintain a prompt delivery service compatible with the current Good Distribution Practices,
good business practices, the nature of the Product and the requirements of its customers, in
line with the Standard Operating Procedures and any other guidelines given by IDM from time to
time in writing;(c)
    
    ensure that the transportation and storage of the Product are in line with the Standard
Operating Procedures and shall at all times preserve the quality of the Product;
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May 10, 2005
    
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 (d)
    
    make no safety or performance claim in respect of the Products which has not been previously
approved by IDM;conduct its business in a responsible and ethical manner and comply, with the information
and reasonable recommendations communicated in writing to it by IDM and with all applicable
laws, rules and regulations concerning the labelling, packaging, warehousing and
distribution of the Products;(f)
    
    maintain, for the longer of either two (2) years after the termination of the Agreement or
such other period as it is required under applicable rules and regulations, all
pharmaco-vigilance data and recall systems and records, as well as such other information as
shall reasonably be required to effect a recall of the Product;(g)
    
    notify IDM within five (5) business days upon its becoming aware of any occurrence of
disparagement of the Product or infringement of any rights relating to the Product in the
Territory;(h)
    
    comply with all laws and regulations in the Territory and in any agreed additional territory
in relation to the use of Internet for the promotion, advertising and provision of information
in relation to pharmaceutical products to both private and professional users; in particular,
the Distributor shall ensure that any proposed reference to the Product on a website owned,
managed or sponsored by the Distributor shall adhere to all reasonable instructions of IDM
regarding the content and construction of any such website save that IDM acknowledges that its
wishes will be subordinate to the rule set forth by any authorities in the Territory and in
any agreed territory. In no event shall the Distributor provide any hypertext or other link to
an IDM website or register a domain name incorporating a Trademark without the express written
approval of IDM;(i)
    
    agree to share and make available to IDM all information related to pricing, regulatory
affairs, drug safety and marketing strategy.
 7.2 PROMOTION, MARKETING AND SALES
  (a)
    
    Promote, market, sell and distribute the Product in accordance with the Distributor Marketing
Plan as agreed between the Parties and utilise an appropriate number of suitably qualified and
experienced sales and marketing people to fulfil its obligations under this article and
Article 7.1 (a);(b)
    
    promote the Product in first detail position with the relevant sales team to paediatric
oncologists for a period of at least the first two (2) years from the Effective Date;(c)
    
    establish and maintain strong links with leading teaching hospitals, academic institutions
and key opinion leaders in the Territory in order to enhance the visibility of the Product;(d)
    
    maintain a permanent stock of the Product equal to at least one (1) months sales based on
the average monthly forecasted sales from Distributor to customers of the following four (4)
months;(e)
    
    sell Product in the same containers, with the same labels and packaging as received;(f)
    
    provide to IDM the following written reports:
 (i)
    
    on a quarterly basis during the first twelve (12) months following the
Marketing Approval: estimated number of patients, names of customers or wholesalers and
quantities of volumes shipped to customers or wholesalers (including sales, free or
discounted samples if applicable), inventory (including lot numbers), revenues, rolling
twelve (12) month demand and sales forecasts for sales, free or discounted samples, if
applicable. After the first twelve
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May 10, 2005
    
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 (12) months the frequency and content of this report shall be discussed between the
Parties and modified as agreed;(ii)
    
    on a semi-annual basis: business progress, marketing strategy and tactics,
sales planning;(iii)
    
    on an annual basis: annual business review; future years annual business
plan, including the years annual sales, the pricing and patient and unit volume
targets;
 (g)
    
    comply with the Standard Operating Procedures;(h)
    
    promptly report to IDM within forty eight (48) hours from having knowledge of it all Serious
Adverse Events and within a reasonable delay all Adverse Events reasonably likely to be
associated with the use of the Product and all complaints relating to material defects of the
Product. The Parties respective pharmaco-vigilance obligations are set out in Schedule B;(i)
    
    establish and maintain systems and records to enable IDM to recall and recover the Product in
a timely, efficient and accurate manner and also in accordance with applicable laws and
regulations and permit IDM to periodically check that such records are being maintained
properly.
 7.3 COMMENCEMENT OF MARKETING
 (a)
    
    The Distributor shall commence to promote, market, distribute and sell the Product in the
Territory within three (3) months of the Effective Date.(b)
    
    The Distributor shall be deemed to have commenced to market the Product commercially in the
Territory only when it shall have commenced to promote the sale of the Product in the
Territory in accordance with the Distributor Marketing Plan and offered it for sale in the
Territory. All costs and expenses of promoting, marketing, distributing and selling the
Products shall be borne by the Distributor.
 7.4 PROMOTIONAL MATERIALS
 (a)
    
    IDM shall provide to Distributor examples of all promotional materials used in relation to
the Product in other countries in the EU, if any, along with clear written guidelines on the
overall international communication strategy developed by IDM in relation to the Product, if
any, which Distributor shall use as the basis of its communication strategy in the Territory.(b)
    
    The Distributor shall send to IDM one (1) copy of each of the promotional and sales materials
proposed to be used by the Distributor, including relevant Distributor web site pages, and
ensure that IDM is consulted during the development of all those materials. IDM will be
integrated into Distributors formal sign off procedure for all such materials providing its
comments within five (5) business days after receipt. The Distributor shall comply with all
reasonable comments made by IDM. If no comments are received within the said five (5) business
days it will be assumed that IDM has no comments on the materials.(c)
    
    Once promotional materials have completed the formal sign off procedure, the Distributor
shall promptly supply to IDM samples (with an English translation) of advertisements,
promotional literature, sales aids, training material for salesmen and other materials,
including relevant Distributor web site pages, used by the Distributor in connection with the
promotion, marketing, distribution and sale of the Product.(d)
    
    All technical and scientific information and therapeutic claims used or referred to by the
Distributor in advertisements, promotional literature, sales aids and training aids with
respect
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May 10, 2005
    
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 to the Product shall be consistent with local legal requirements in the Territory and any
Marketing and Regulatory Approval.
 7.5 PROVISION OF KNOW-HOW
  7.6 MINIMUM ANNUAL QUOTAS
  8 IDMS DUTIES
 8.1 CONFORMITY OF PRODUCT
 8.1.1 Compliance with Product Specifications
  8.1.2 Claims of non-conformity
  8.1.3 Non-conforming Product
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May 10, 2005
    
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  8.1.4 Laboratory costs
  8.1.5 Disclaimer
  8.1.6 Warranty exclusions
  8.1.7 Additional specifications
  inter alia, ,
 inter alia,
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    CL Initial




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May 10, 2005
    
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   8.2 LICENSES TO PERFORM
  8.3 MARKETING ASSISTANCE, PROVISION OF KNOW-HOW
  9 COOPERATION BETWEEN PARTIES
 9.1 MARKETING PLANNING
  9.2 INTELLECTUAL PROPERTY RIGHTS
   9.3 IDMs PATENT OBLIGATIONS
 (a)
    
    IDM shall at its cost, file any Patents as soon as it has gathered together the relevant
information necessary and all pre-requisites to do so.(b)
    
    IDM, shall at its cost, use all reasonable endeavours to prosecute any Patents to grant in
the Territory and to obtain as broad a protection as is possible without jeopardising the
validity of the Patent. For procedures initiated in order to get a protection in the
Territory, IDM shall keep CL fully informed of the progress of the Patent examination and
issuance process, providing CL with one (1) annual written report and one (1) copy of every
important correspondence as it occurs.(c)
    
    Once any Patents have proceeded to grant in the Territory, IDM shall, at its cost, pay all
renewal fees and otherwise do all things necessary to maintain the validity of the Patents.(d)
    
    IDM shall be responsible, at its cost, for the defence and enforcement of the Patents in the
Territory. CL shall, at IDMs cost, provide all reasonable assistance to IDM in any action for
the defence or enforcement of the Patents.(e)
    
    CL shall promptly inform IDM in writing upon its becoming aware of any possible third party
infringement of the Patents. IDM shall thereafter promptly bring suit against the infringer.
IDM shall keep CL fully informed of the progress of any action it takes against the infringing
party.Subject to the Orphan Drug designation being broken or it having expired should either (a)
IDMs action against any infringer or any party challenging the validity of the Patents be
unsuccessful or (b) the terms of any final settlement reached between IDM and any infringing
party or any
 IDM Initial
    
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May 10, 2005
    
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 party challenging the validity of the Patents be such that, as a consequence the infringing
party or the party challenging the validity of the Patent is able to continue with its
activities, and that results in substantial competition for CL to the Product in the
Territory (i.e. a similar product to the Product manufactured using similar methods is able
to be marketed in the Indication and/or a New Indication and sold in the Territory) then the
Parties will meet and agree appropriate commercial amendments to the Agreement to reflect
the change in the market. If the Parties can not agree appropriate commercial amendments,
the Chief Executive Officers of each Party shall attempt for a period of not more than sixty
(60) days to reach an agreement. If the Chief Executive Officers can not reach an agreement
in the said sixty (60) days, the outcome shall finally be settled by an independent analysis
from a mutually agreed independent third party whose decision shall be binding upon the
Parties and cost of such independent analysis shall be paid entirely by the party that the
independent third party rules against.
 9.4 IDMs ORPHAN DRUG DESIGNATION OBLIGATIONS
 (a)
    
    IDM shall pay all fees and perform all acts necessary to maintain for its full term the
Orphan Drug designation for the Product.(b)
    
    IDM shall defend at its cost any attempt by the Committee for Orphan Medicinal
Products to remove the Orphan Drug designation for the Product, save as where IDM has been
advised in an independent review by a Queens Counsel that the said defence is unlikely to
be successful.(c)
    
    IDM shall defend at its cost any attempt by a competitor to break the Orphan Drug
Designation for the Product, save as where IDM has been advised in an independent review by
a Queens Counsel that the said defence is unlikely to be successful.(d)
    
    In the event that following its review, the Committee for Orphan Medicinal Products
removes the Orphan Drug designation from the Product or a competitor successfully breaks
the Orphan Drug designation then the Parties agree to meet and discuss in good faith the
commercial impact on the Product and if necessary amend the commercial terms of the
Agreement to reflect the change in market conditions. If the Parties can not agree
appropriate commercial amendments, the Chief Executive Officers of each Party shall attempt
for a period of not more than sixty (60) days to reach an agreement. If the Chief Executive
Officers can not reach an agreement in the said sixty (60) days, the outcome shall finally
be settled by an independent analysis from a mutually agreed independent third party whose
decision shall be binding upon the Parties and cost of such independent analysis shall be
paid entirely by the party that the independent third party rules against.
 10 FORECASTS AND ORDERS
 10.1 FORECASTS
 (a)
    
    IDM shall sell to the Distributor and the Distributor shall purchase the Products from IDM
under the conditions set forth herein and the applicable Standard Operating Procedures. IDM
will be responsible for the GMP manufacturing of the Product and all related expenses.(b)
    
    The Distributor shall order the Products from IDM in such quantities as are necessary to meet
the demand for the Products in the Territory and maintain the permanent inventory stated in
Article 7.2 (d). The Distributors orders shall be based on sales and purchase forecasts
developed by the Distributor in good faith and in consultation with IDM and using the best
available information, and communicated at the end of every quarter in writing to IDM.
 
 IDM Initial
    
    CL Initial




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##### 



May 10, 2005
    
    20 / 36
 (c)
    
    The sales and purchase forecasts shall cover a minimum period of twelve (12) months and shall
be updated every quarter on a rolling twelve (12) month basis. The first three (3) months of
each purchase forecast shall be considered as firm purchase orders. The first sales and
purchase forecast shall be provided twelve (12) months prior to the anticipated grant of the
Marketing Approval and the first quarter that shall become binding will be the first full
quarter after the Marketing Approval has been granted.(d)
    
    Firm purchase orders shall not deviate by more than twenty five percent (25%) from the
relevant quarterly forecasts detailed in Article 10.1 (c) for the Product for Delivery during
the relevant period. If any increase is superior to twenty five percent (25%) from said
quarterly forecasts, the Parties shall negotiate the best possible way to fulfil the
Distributor needs. However, in no case shall IDM be forced to deliver the part exceeding
twenty five percent (25%).
 10.2 ORDERS
  11 PRICE OF PRODUCT
 11.1 CONDITION PRECEDENT
 11.1.1 Public Price
   11.1.2 No material adverse change
  11.2 TRANSFER PRICE OF PRODUCT
    IDM Initial
    
    CL Initial(IDM INITIAL)
    
    (CL INITIAL)
 *
    
    Confidential Treatment Requested
under 17 C.F.R. §§ 200.80(b)(4) and
240.24b-2(b)(1)




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##### 



May 10, 2005
    
    21 / 36
 11.3 ROYALTIES
  (a)
    
    a royalty of [...***...] of Net Sales up to the achievement of [...***...] of cumulative Net
Sales in the Territory and thereafter;(b)
    
    a royalty of [...***...] of Net Sales for the remainder of the term of the Agreement.
 11.4 ROYALTY PAYMENT AND RECONCILIATION
  11.5 CURRENCY AND EXCHANGE RATES
  11.6 PRICE REVISION
 11.6.1 Following Cost of Goods changes
 http://www.bls.qov/news.release/ppi.nr0.htm) http://www.bls.qov/news.release/ppi.nr0.htm)
 11.6.2 Following commercial amendments
  12 DELIVERY OF PRODUCT
 (a)
    
    Save as set out in Article 12 (b) IDM will ship the Product to CL at its own expense.
 *
    
    Confidential Treatment Requested
under 17 C.F.R. §§ 200.80(b)(4) and
240.24b-2(b)(1)




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##### 



May 10, 2005
    
    22 / 36
  (b)
    
    Shipment of the Product to the Distributors warehouse from IDM Site shall be made by any
means of transportation determined by IDM.(c)
    
    The Parties agree that risk and title to the Product shall remain with IDM until Delivery to
the Distributor whereupon risk and title shall pass to Distributor.
 13 RECORDS
 13.1 RECORDS
  13.2 LATE PAYMENTS
  13.3 GUARANTEE
  14 STORAGE  INVENTORY  RETURNS
 14.1 STORAGE
  14.2 RETURN OF PRODUCT
  15 QUALITY
 15.1 QUALITY CONTROL
  IDM Initial
    
    CL Initial




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##### 



May 10, 2005
    
    23 / 36
 15.2 SUSPENSION OF DISTRIBUTION
  15.3 PRODUCT RECALL
  16 TRADEMARKS
 16.1 USE OF TRADEMARKS
 (a)
    
    The Distributor acknowledges and agrees that the Trademarks are the sole and exclusive
property of IDM and/or its Affiliates. The Distributor recognizes the validity of the title of
IDM in and to the Trademarks used in any country in connection with the Products, whether
registered or not. The Distributor further acknowledges the distinctiveness (whether inherent
or acquired), validity, originality, and value of the Trademarks and the goodwill attached to
the business in goods and services on and in relation to which the Trademarks are used, and
the Distributor shall not raise or cause to be raised any question concerning, or objections
to, the distinctiveness, validity, originality, or value of, or goodwill in, the Trademarks,
the right of IDM to register same in any country, any registrations thereof, or the right or
title of IDM, thereto, on any grounds whatsoever.(b)
    
    The Distributor shall not do or authorise any act or thing which will in any way impair the
rights of IDM and/or its Affiliates in and to the Trademarks nor represent that it has any
right or title to the ownership of the Trademarks or their registration. The Distributor shall
not use any other trademarks than the Trademarks in connection with its distribution of the
Product and shall not register any of the Trademarks for its own account or use a mark, name
or logo that is confusingly similar to the Trademarks to identify any other product
manufactured, distributed or sold by the Distributor in or outside the Territory.(c)
    
    The license to use the Trademarks in the Territory, granted in Article 2.1 (b), is made
provided that such use shall be:
 (i)
    
    limited to the term of this Agreement;(ii)
    
    limited to use on the labels and packaging for the Products and/or other printed
material related to the sale and promotion of the Products, as approved in advance by
IDM;( iii)
    
    solely in connection with the registration, promotion, marketing, sale and
distribution of the Product in the Territory; and(iv)
    
    subject to the following conditions destined to protect the goodwill associated with the
Trademarks and to prevent the deception of the public :
 IDM Initial
    
    CL Initial




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##### 



May 10, 2005
    
    24 / 36
 (α)
    
    such use shall be in accordance with the shape, form and colour of
the Trademarks as communicated or authorized by IDM in writing;(β)
    
    such use shall clearly indicate that the Trademarks are owned by IDM,
e.g., by using the appropriate TM / ® symbol and by stating that the
Trademarks are owned by IDM;(X)
    
    should there be a discrepancy from the standards,
specifications or instructions provided by IDM the Distributor shall arrange
to satisfaction of IDM for correction of each and every discrepancy;(δ)
    
    the Distributor shall not otherwise at any time use the
Trademarks or the IDM name and/or logo or any trademark or trade name owned
by IDM and/or its Affiliates, except in accordance with the written
instructions of IDM.
 (d)
    
    All rights arising from the use of the Trademarks in the Territory shall inure solely to
the benefit of IDM and/or its Affiliates, it being understood that nothing contained herein
shall give the Distributor any right or interest in the Trademarks. IDM will pay for filing
and maintenance of the Trademarks in the Territory.(e)
    
    Upon expiration or termination for any reason of the license granted, the Distributor
acknowledges and agrees that:
 (i)
    
    neither the Distributor nor any of its successors or assignees will take any
action which implies that it is or was an Affiliate, subsidiary, division or the like
of IDM;(ii)
    
    it shall immediately discontinue and forever desist from any and all use of the
Trademarks, subject to Article 17.4 below;(iii)
    
    it shall deliver to IDM or destroy, at IDMs cost, all printed matter bearing
the Trademarks, remove all signs bearing the Trademarks and take whatever action is
necessary to effect discontinuance of use of the Trademarks;(iv)
    
    it shall not seek to register the Trademarks in any country; and(v)
    
    it shall not make any use, or seek any type of registration of any trade name,
business or corporate name or any trademark or service mark which in whole or in part
either substantially resembles or is confusingly similar to the Trademarks.
 16.2 PRODUCT MARK INFRINGEMENT
 (a)
    
    The Distributor shall notify IDM immediately upon its becoming aware of any actual or
threatened infringement of the Product Marks within the Territory or any claims or actions
coming to the Distributors attention arising out of the use of the Product Marks
associated with the Products.(b)
    
    The Distributor shall provide reasonable assistance to IDM and/or its Affiliates in any
action to protect the Product Marks.(c)
    
    Any cost incurred by the Distributor at the request of IDM in connection with any legal
action relating to the enforcement or defence of the Product Marks shall be borne by IDM.(d)
    
    In the event that a third party infringes the Product Marks in the Territory, IDM shall
have the right, but not the obligation, to bring legal action to restrain such infringement
and to recover damages. If IDM elects not to bring any such legal action IDM may authorise
the Distributor to do so in its own name and at its own expense but solely for its own
benefit. IDMs failure to take legal action hereunder shall not constitute a waiver or
amendment of any other right of IDM hereunder.
 IDM Initial
    
    CL Initial




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May 10, 2005
    
    25/36
 (e)
    
    If, following a decision by IDM to undertake legal action, (i) IDMs action against
any infringer or any party challenging the validity of the Product Marks is
unsuccessful and allows the infringing party or the party challenging the validity of the
Product Marks to use a colourably similar mark in the Territory or (ii) the terms of any
final settlement reached between IDM and any infringing party or any party challenging the
validity of the Trademark allows the infringing party or the party challenging the validity
of the Product Marks to use a colourably similar mark in the Territory or, if, following a
decision by IDM not to undertake legal action in response to a written opinion from a
Queens Counsel confirming that such action is unlikely to succeed and which allows the
infringing party or the party challenging the validity of the Product Marks to use a
colourably similar mark in the Territory, then the Parties will meet and agree appropriate
commercial amendments to the Agreement to reflect the change in the market. If the Parties
can not agree appropriate commercial amendments, the Chief Executive Officers of each Party
shall attempt for a period of not more than sixty (60) days to reach an agreement. If the
Chief Executive Officers can not reach an agreement in the said sixty (60) days, the
outcome shall finally be settled by an independent analysis from a mutually agreed
independent third party whose decision shall be binding upon the Parties and cost of such
independent analysis shall be paid entirely by the Party that the independent third party
rules against.(e)
    
    In the event that either (i) IDM does not seek an opinion from a Queens Counsel and opts not
to defend against any infringer or any party challenging the validity of the Product Marks or
(ii) opts not to defend against any infringer or any party challenging the validity of the
Product Marks following a recommendation from a Queens Counsel that a defence would be
worthwhile and as a consequence allows the infringing party or the party challenging the
validity of the Product Marks to use a colourably similar mark in the Territory then the
royalty rate payable by CL herein under shall be immediately lowered to [...***...].
 16.3
    
    MAINTENANCE OF THE TRADEMARKS
  16.4
    
    INACTIVE OR ABANDONED TRADEMARKS
  17
    
    TERM AND TERMINATION OF THE AGREEMENT17.1
    
    TERM OF THE AGREEMENT
   17.2
    
    TERMINATION
 (a)
    
    IDM may terminate this agreement by sixty (60) day prior written notice (which includes the
timelines detailed in (i) and (ii) below), if CL, having received written notice setting forth
any details of any alleged breach of the following Articles of this Agreement, fails to remedy
such default within the time frames set forth below;
 IDM Initial
    
    CL Initial
 *
    
    Confidential Treatment Requestedunder 17 C.F.R. §§
200.80(b)(4) and240.24b-2(b)(1)




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May 10, 2005
    
    26/36
 (i)
    
    late payment for the Product not remedied within twenty (20) business days
from receipt of notification;(ii)
    
    breach of Articles 3.1 (a), 7.1 (h), 7.2 (h) or 7.4 (b) that are not remedied
within twenty (20) business days from receipt of notification;(iii)
    
    the Distributor fails to commence to actively promote, market, distribute and
sell the Product in the Territory within three (3) months of the start of the Effective
Date.
 (b)
    
    The Agreement may be terminated by the Distributor by one (1) months written notice in the
event that Marketing Approval have not been granted within 30 (thirty) months from the Date of
Signature.(c)
    
    Subject to Article 22.2 the Agreement may be terminated by either Party, immediately by
written notice in the event:
 (i)
    
    that the other Party filing in any court or agency pursuant to any statute or
regulation, a petition in bankruptcy or insolvency or for reorganization of the Party
or of its assets, or if the other Party proposes a written agreement of composition or
extension of its debts, or if the other Party shall be served with an involuntary
petition against it, filed in any insolvency proceeding, and such petition shall not be
dismissed with sixty (60) days after the filing thereof, or if the other Party shall
propose or be a party to any dissolution or liquidation, or if the other Party shall
make an assignment for the benefit of creditors;
 (ii)
    
    of failure by the other Party to remedy its default (other than the defaults
listed in Article 17.2 (a)) within (60) days after receipt of a written request to
remedy the default from the terminating Party.
 17.3
    
    CHANGE OF CONTROL / ASSIGNMENT
 i.e.
   17.4
    
    CONSEQUENCES OF TERMINATION
 IDM Initial
    
    CL Initial




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##### 



May 10, 2005
    
    27/36
  (a)
    
    work together with IDM, and, if applicable, another distributor chosen by IDM from the moment
that the notice of termination has been given, on transferring and/or assigning, without delay
and free of charge, to IDM or its designee any and all other licenses, approvals, permits and
other rights the Distributor may have acquired under this agreement which may be in the name
of the Distributor relating to the Product in the Territory (i.e. the Acquired Rights ). To
the extent assignment or transfer of the Acquired Rights is not permitted under local law in
the Territory, the Distributor shall co-operate, upon IDMs option, in their cancellation or
abandonment or in their reissuance to IDM or its qualified designee. The Distributor shall
also deliver to IDM or its nominee and cease to use IDM Know-How;
 (b)
    
    the Distributor shall immediately cease to use and make no further use in the Territory of
the Trademarks and/or any name or marks confusingly similar to the Trademarks subject to what
is set forth below;
 (c)
    
    pay immediately to IDM all sums owed to IDM;
 (d)
    
    deliver to IDM an accurate and complete customer list;
 (e)
    
    not prevent IDM, or another distributor chosen by IDM, from promoting and selling Product to
customers, nor be entitled to any compensation in respect of such sales;
 (f)
    
    be allowed to sell through any remaining stock of the Product or, at IDMs option, destroy or
transfer to IDM, the Distributors inventory of Products against a refund at the Transfer
Price by IDM provided that such Products has been stored in accordance with IDMs transport
and storage procedure. The ancillary costs will not be refunded by IDM to Distributor in case
of termination by IDM pursuant to Articles 17.2 (a), 17.2 (b) or 17.2 (c);
  (g)
    
    be allowed, should it so desire, to continue to temporarily promote (or co-promote) the
Product to customers (or part of them) until requested to stop by IDM with one (1) months
written notice. For the avoidance of doubt should IDM desire Distributor to continue promotion
and Distributor wish to act in that capacity beyond termination or expiration then the terms
of this agreement shall continue to apply until the end of the notice period contained in this
Article.
 18
    
    CONSEQUENTIAL LOSS  INSURANCE18.1
    
    CONSEQUENTIAL LOSS
  18.2
    
    INSURANCE
  (a)
    
    obtain and maintain in the Territory, during the term of the Agreement, commercial general
liability insurance, including product liability insurance that covers their respective
obligations under this Agreement with coverage limits of not less than the local currency
equivalent of one million euros (1,000,000 ) per occurrence. Each insurance policy shall
require the insurance carrier to provide the other Party with no less than thirty (30) days
written notice of any change in the terms of the coverage of the policy or of its
cancellation;




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May 10, 2005
    
    28/36
 (b)
    
    not cancel or reduce the level of coverage of such liability insurance without the
others written approval;
 (c)
    
    provide to the other on first demand with a certificate of insurance verifying that such
insurance is in force.
 19
    
    INDEMNIFICATION
 19.1
    
    INDEMNIFICATION BY THE DISTRIBUTOR
  (a)
    
    the storage, shipment, use, handling, promotion, marketing, distribution and sale of the
Product by the Distributor, its Affiliates and their respective directors, officers, agents
and employees (i.e. Distributors Representatives), or any other non-IDM party after Delivery;
 (b)
    
    any claim or failure by the Distributor or Distributors Representatives to comply with
governmental requirements relating to the Product including, but not limited to, the
Distributors or Distributors Representatives failure to report adverse events;
 (c)
    
    the Distributors or Distributors Representatives errors, wilful misconducts, grossly
negligent acts or omissions in connection with the Product or;
 (d)
    
    the Distributors or Distributors Representatives violation of the Distributors
obligations under this Agreement.
  19.2
    
    INDEMNIFICATION BY IDM
  (a)
    
    failure of the Product to conform to the Product Specifications during its shelf life or a
failure to comply with GMP in the manufacture, storage and transport of the Product or any
other failure pertaining to the manufacture of the Product before Delivery;(b)
    
    any latent or inherent defect in the Product;(c)
    
    any wilful act or gross negligence of IDM or IDMs Representatives in relation to the
Product; or;(d)
    
    breach by IDM or IDMs Representatives of IDMs obligations under this Agreement, provided,
however, that IDM shall have no obligation to indemnify or hold the Distributor harmless when
or if the Distributor, Distributors Representatives, customers or transferees of the Product
have been negligent whether in storing or handling the Product or otherwise;




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##### 



May 10, 2005
    
    29/36
 (e)
    
    any claim of failure by IDM or IDMs Representatives to comply with governmental
requirements relating to the Product including, but not limited to, IDMs or IDMs
Representatives failure to report adverse events;(f)
    
    IDMs or IDMs Representatives violation of IDMs obligations under this Agreement;(g)
    
    sale of the Product in the Territory infringes the intellectual property rights of that third
party. This provision shall survive the expiration or termination of this Agreement.
 19.3
    
    INDEMNITY PROCEDURE
  19.4
    
    DEFENCE OF CLAIM
  20
    
    ACTIONS OF COMPETITORS, LITIGATION
 (a)
    
    The Distributor undertakes to monitor the actions in the Territory of any direct competitor
of IDM and/or the Product and shall promptly inform IDM if it believes that such competitor is
unfairly disparaging the Product or infringing any national or supranational laws or
regulations relating to the sale or distribution of pharmaceutical products or the promotion,
advertising or sale of such products.
 (b)
    
    The Parties shall discuss and agree upon a course of action to deal with a competitors
illegal or unfair action which may include, if agreed by both Parties, bringing any legal
proceedings or other appropriate actions before any competent court Authority or professional
body in the Territory subject to the Parties obtaining a written opinion from a Queens
Counsel confirming that such action is likely to succeed.
 21
    
    CONFIDENTIALITY21.1
    
    CONFIDENTIAL INFORMATION
  (a)
    
    to its employees and responsible sub-contractors or agents who require it for the purposes of
this Agreement and who are bound to the recipient by like obligations of confidentiality;
 (b)
    
    for the purpose of obtaining and maintaining any necessary Regulatory Approvals;(c)
    
    to the extent that the disclosing Party may agree in writing;




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May 10, 2005
    
    30/36
 (d)
    
    to the extent that such can be demonstrated by written records to be known to the
recipient from a source other than discloser or its Affiliates at the time of receipt from
discloser or its Affiliates hereunder;
 (e)
    
    to the extent that such is a matter of public knowledge at the time of disclosure hereunder
or becomes a matter of public knowledge other than by breach of this Agreement by the
recipient, its employees or anyone that received Confidential Information from the recipient.
 21.2
    
    PRIOR CONFIDENTIALITY AGREEMENT
  22
    
    GOVERNING LAW  DISPUTES22.1
    
    GOVERNING LAW
  22.2
    
    DISPUTES22.2.1
    
    Mediation
 Dispute),
 22.2.2
    
    Arbitration
   23
    
    FORCE MAJEURE




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May 10, 2005
    
    31/36
 24
    
    REPRESENTATIONS AND WARRANTIES
 24.1
    
    REPRESENTATIONS AND WARRANTIES OF IDM
  24.1.1
    
    Organization and authority
  24.1.2
    
    No conflict
  24.1.3
    
    Ownership
  24.1.4
    
    Enforceability
  24.1.5
    
    Actions
  24.1.6
    
    No infringement




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May 10, 2005
    
    32/36
  24.1.7
    
    Warranty
   24.2
    
    REPRESENTATIONS AND WARRANTIES OF CL
  24.2.1
    
    Organization and authority
  24.2.2
    
    No conflict
   25
    
    MISCELLANEOUS25.1
    
    ENTIRE AGREEMENT
 (a)
    
    This Agreement, together with the Schedules and the Confidentiality Agreement, sets forth
the entire agreement and understanding between the Parties as to its subject matter. Except as
otherwise provided expressly herein, no modification, amendment or supplement to this
Agreement, to the Schedules or to the Confidentiality Agreement shall be effective for any
purpose unless in writing and signed by the Parties.
 IDM Initial
    
    CL Initial




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May 10, 2005
    
    33/36
 (b)
    
    In the event of discrepancy between this Agreement and any other agreement or ancillary
document, including between this Agreement and IDMs conditions of sale (as amended from
time to time), the provisions of this Agreement shall prevail.
 25.2
    
    No WAIVER
 (a)
    
    Continued supply by IDM of Products to the Distributor after the termination of this
Agreement shall not be construed as a waiver of the termination, or as a renewal of, this
Agreement.
 (b)
    
    Failure by either Party hereto to enforce at any time any of the provisions of this Agreement
shall not be construed as a waiver of its rights hereunder. Any waiver of a breach of any
provision hereof shall not affect either Partys rights in the event of any additional breach.
 25.3
    
    PUBLIC ANNOUNCEMENTS
  25.4
    
    NOTICES
 (a)
    
    Any notice or other written communication required or permitted hereunder shall be in
writing and:
 (i)
    
    delivered personally to the officer of the Party to whom it is directed, or
 (ii)
    
    sent by registered mail, postage prepaid, return receipt requested (provided
that such notice or other written communication shall not be forwarded by mail if on
the date of mailing there exists an actual or imminent postal service disruption in the
city from which such communication is to be mailed or in which the address of the
recipient is found);
 or,(iii)
    
    by a confirmed telefax.
 (b)
    
    All such notices shall be addressed to the Party to whom it is directed as follows:
 (i)
    
    If to IDM, to the attention of:
 by mail or personal delivery at the address set out on page 1,by telephone:
    
    +33 (0)1 40 09 04 11by fax:
    
    +33 (0)1 40 09 04 25with copy to:
    
    IDM France SA  Legal
Department
172 rue de Charonne
75545 PARIS Cedex 11
France
 (ii)
    
    To the Distributor, to the attention of:
 by mail or personal delivery at the address set out on page 1,by telephone:
    
    + 353 1 631 9352by fax:
    
    + 353 1 631 9452with copy to:
    
    Allistair BoothStringer SaulHanover SquareLondon W 1 S 1 HUUnited Kingdom




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May 10, 2005
    
    34 / 36
 (c)
    
    Any such notice or other written communication shall, if sent by registered mail as aforesaid
be effective upon receipt thereof; if given by telex or telefax, shall be effective on the
first business day after the sending thereof; and if given by personal delivery shall be
effective on the day of delivery.(d)
    
    Either Party may at any time change its address by giving notice of such change of address to
the other Party in the manner specified herein.25.5
    
    SEVERABILITY
   25.6
    
    LANGUAGE
   25.7
    
    EXPENSES
  IN WITNESS HEREOF,
 On behalf of IDM
    
    On behalf of CLJean-Loup Romet-Lemonne
    
    Mark EvansCEO
Date
    
    -s- Jean-Loup Romet-Lemonne
    
    CEO
Date
    
    -s- Mark Evans
 IDM Initial
    
    CL Initial(IDM INITIAL)
    
    (CL INITIAL)




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May 10, 2005
    
    35 / 36
 26 SCHEDULES
 26.1
    
    SCHEDULE A
 Product Specifications:
 26.2
    
    SCHEDULE B
 Purchase of the Products: Adverse Events: of Product: Commercial Packaging:
 26.3
    
    SCHEDULE B-1
 Standard Operating Procedures
 26.4
    
    SCHEDULE C
 Minimum Quotas (volume):
 26.5
    
    SCHEDULE D
 Distributor  s marketing plan:




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May 10, 2005
    
    36 / 36
 27 SCHEDULE E  PATENT LIST
   IDM Initial
    
    CL Initial(CL INITIAL)
 *
    

Confidential
Treatment Requestedunder 17 C.F.R. §§
200.80(b)(4)
and240.24b-2(b)(1)