License Agreement
 EFFECTIVE DATE
  Chiesi Farmaceutici S.p.A.
  LICENSOR
  Eurand Pharmaceuticals Inc.
  LICENSEE
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WITNESSETH
 LICENSOR LICENSED PRODUCT COMPOUND LICENSOR CONTROLS LICENSED KNOW HOW LICENSED TRADEMARK LICENSED PRODUCT
 LICENSEE TERRITORY
 LICENSEE LICENSED KNOW HOW
 LICENSEE LICENSED KNOW HOW LICENSED PRODUCT LICENSED PRODUCT LICENSED TRADEMARK LICENSED FIELD TERRITORY LICENSOR LICENSEE AGREEMENT
 AGREEMENT
 Article 1.00  Definitions
 AGREEMENT
 1.01
    
    AFFILIATE shall mean any company or business entity controlled by, controlling or under
common control with a party to this AGREEMENT. For this purpose, control shall mean the
power, directly or indirectly, to direct or cause the direction of the management and policies
of a company and control is conclusively presumed in
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case of direct or indirect ownership of more than 50% (fifty percent) of the voting stock of
such company.
 1.02
    
    AGREEMENT shall mean this License Agreement by and between LICENSORand LICENSEEtogether
with all its Appendices.
 1.03
    
    COMPOUND shall mean the active ingredient known as Beclomethasone dipropionate.
 1.04
    
    CONTROLLED or TO CONTROL shall in relation to any INTELLECTUAL PROPERTY RIGHTSmean such
INTELLECTUAL PROPERTY RIGHTSin the possession (whether by ownership, licence or other right,
other than pursuant to this AGREEMENT) by a party or its AFFILIATESwith the ability to grant
to the other party access and/or a licence (or sublicence) as provided herein under such right
without violating the terms of any agreement or other arrangement with any THIRD PARTYand
without requiring any further consent from such THIRD PARTY.
 1.05
    
    DEVELOPMENT PLAN shall mean a detailed development plan, including study protocols,
timelines and associated budget, *** relating to the further development of the LICENSED
PRODUCTin accordance with the terms of this AGREEMENT. A first outline of the DEVELOPMENT
PLAN, as agreed upon between the parties, shall be attached hereto as Appendix A *** below,
which shall be considered an integral part of this AGREEMENT.
 1.06
    
    FIRST COMMERCIAL SALE shall mean the first sale of the LICENSED PRODUCTin each country of
the TERRITORYby LICENSEE, directly or indirectly, to an unrelated THIRD PARTYon a commercial
basis.
 1.07
    
    FDA shall mean the United States Food and Drug Administration or any successor entity
thereto.
 1.08
    
    HPB shall mean the Health Protection Branch in Canada or any successor entity thereto.
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1.09
    
    IMPROVEMENT shall mean any discovery, development, invention, enhancement or modification,
patentable or otherwise, relating to the LICENSED PRODUCTowned or CONTROLLEDby LICENSORor
LICENSEE, including any analytical methodology, ingredients, preparation, presentation, means
of delivery or administration, indication, use or packaging of the LICENSED PRODUCT.
 1.10
    
    IND shall mean an Investigational New Drug Application in respect of the LICENSED PRODUCT
in the TERRITORY.
 1.11
    
    INTELLECTUAL PROPERTY RIGHTS shall mean patents, trade marks, service marks, logos, trade
names, rights in designs, copyright, utility models, rights in know how and other intellectual
property rights, in each case whether registered or unregistered and including applications
for registration, and all rights or forms of protection having equivalent or similar effect
anywhere in the world.
 1.12
    
    LICENSED FIELD shall mean the treatment of inflammatory bowel diseases and related
complications.
 1.13
    
    LICENSED KNOW HOW shall mean, in relation to the LICENSED PRODUCT, all information,
procedures (including, but not limited to manufacturing and packaging), instructions,
techniques, data, technical information, knowledge and experience (including toxicological,
pharmaceutical, clinical, non-clinical, medical data and health registration data), designs,
manufacturing processing, processing specifications and technology to the extent necessary,
useful or used to develop, make, package, market, promote, distribute, sell, or offer for sale
the LICENSED PRODUCTin the TERRITORY, whether in written electronic or other form, in each
case as owned or CONTROLLEDby LICENSORas of the EFFECTIVE DATEor during the TERM.
 1.14
    
    LICENSED PRODUCTshall mean the finished, i.e.formulated and packaged ready for use on
human patients, pharmaceutical product containing the
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COMPOUNDas the pharmaceutically active ingredient, in a tablet form, manufactured under the
LICENSED KNOW HOW.
 1.15
    
    LICENSED TECHNOLOGY shall mean the LICENSED KNOW HOW, the LICENSED TRADEMARKand any
IMPROVEMENTS CONTROLLEDby LICENSOR.
 1.16
    
    LICENSED TRADEMARK shall mean the trademark belonging to or CONTROLLEDby LICENSOR, which
shall be used by LICENSEEto market and sell the LICENSED PRODUCTin the TERRITORYand which
is set out in Appendix B, which shall be considered an integral part of this AGREEMENT.
 1.17
    
    MARKETING EXCLUSIVITY PERIODshall mean that period of regulatory exclusivity conveyed by
the FDAand the HPBfor the first LICENSED PRODUCTto achieve an NDAand an NDS, respectively.
 1.18
    
    NDA shall mean a New Drug Application approved by the FDA, and any renewals, amendments or
supplements thereto in respect of the LICENSED PRODUCT.
 1.19
    
    NDS shall mean a New Drug Submission approved by the HPB, and any renewals, amendments or
supplements thereto in respect of the LICENSED PRODUCT.
 1.20
    
    NET SALES shall ***
 1.21
    
    PATENT or PATENTS shall mean any and all patent(s) and patent applications owned or
CONTROLLEDas of the EFFECTIVE DATEor during the TERMby LICENSORas well as any extension
thereof, including supplementary protection certificates, together with any continuations,
continuations-in-part, divisions and reissues thereof, in each case which if not licensed
herein would be infringed by using, developing, manufacturing, packaging, registering,
storing, handling, promoting, distributing, marketing, selling or otherwise transferring
physical possession of or otherwise transferring title in or to the LICENSED PRODUCT.
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1.22
    
    TERRITORY shall mean the United States of America (including the US Virgin Islands and
Puerto Rico) and Canada.
 1.23
    
    THIRD PARTY shall mean any entity other than LICENSOR, LICENSEEand their respective
AFFILIATES.
 Article 2.00  Grant
 2.01
 LICENSOR LICENSEE LICENSEE LICENSOR TERRITORY LICENSED TECHNOLOGY, LICENSED PRODUCT IMPROVEMENTS CONTROLLED LICENSOR) LICENSED FIELD TERRITORY LICENSOR TERRITORY LICENSED TECHNOLOGY LICENSED PRODUCT IMPROVEMENTS CONTROLLED LICENSOR) LICENSED FIELD THIRD PARTIES LICENSED PRODUCT TERRITORY PATENT LICENSEE
 2.02
 AFFILIATES THIRD PARTIES LICENSEE
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2.03
 AGREEMENT ***
*** LICENSOR LICENSED
PRODUCT TERRITORY LICENSEE
 2.04
 LICENSEE
 Article 3.00  Milestone Payments
 3.01
 LICENSEE AGREEMENT LICENSEE LICENSOR
 
 3.02
 LICENSEE LICENSOR
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Article 4.00  Development and Regulatory Activities
 4.01
 EFFECTIVE DATE LICENSOR LICENSEE, LICENSED KNOW HOW TERM LICENSED KNOW
HOW LICENSOR CONTROL LICENSEE LICENSEE DEVELOPMENT PLAN LICENSOR LICENSEE IND TERRITORY LICENSEE LICENSOR
 4.02
 LICENSEE LICENSEE ALL
COMMERCIALLY REASONABLE EFFORTS
 4.03
 LICENSEE LICENSOR LICENSEE LICENSOR LICENSOR DEVELOPMENT PLAN LICENSEE
 4.04
 LICENSEE ALL COMMERCIALLY REASONABLE EFFORTS NDA NDS LICENSEE
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NDA NDS TERM LICENSED PRODUCT.
LICENSEE LICENSOR NDA NDS FDA HPB NDA NDS NDA NDS LICENSEE LICENSOR THIRD PARTY LICENSEE
 4.05
 AGREEMENT LICENSED PRODUCT PHARMACOVIGILANCE AGREEMENT PHARMACOVIGILANCE
AGREEMENT AGREEMENT
 Article 5.00  Grant Back
 5.01
 LICENSED
PRODUCT IMPROVEMENT LICENSED PRODUCT CONTROLS TERM IMPROVEMENTS THIRD PARTY
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LICENSOR, LICENSEE LICENSOR LICENSED PRODUCT IMPROVEMENTS LICENSED FIELD TERRITORY LICENSOR LICENSOR LICENSOR LICENSEE LICENSOR TERRITORY LICENSOR LICENSEE NET SALES LICENSED PRODUCT LICENSEE LICENSOR LICENSOR LICENSEE LICENSEE LICENSOR IMPROVEMENTS
 Article 6.00  Marketing of LICENSED PRODUCT
 6.01
 LICENSEE ALL COMMERCIALLY REASONABLE EFFORTS FIRST COMMERCIAL SALE NDA LICENSEE LICENSOR LICENSED PRODUCT LICENSOR AGREEMENT LICENSEE provided, however LICENSEE FIRST
COMMERCIAL SALE AGREEMENT further provided LICENSEE FIRST COMMERCIAL SALE
 6.02
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LICENSEE ALL COMMERCIALLY REASONABLE EFFORTS LICENSED PRODUCT TERRITORY TERM LICENSEE ALL COMMERCIALLY REASONABLE EFFORTS LICENSEE LICENSED PRODUCT TERRITORY
 6.03
 LICENSEE LICENSOR TERRITORY
 Article 7.00  Royalties and Sales Reports
 7.01
 LICENSEE LICENSEE LICENSOR, MARKETING EXCLUSIVITY PERIOD TERRITORY NET
SALES TERRITORY NET
SALES TERRITORY NET SALES TERRITORY TERM LICENSEE THIRD PARTY LICENSED PRODUCT LICENSEE THIRD PARTY THIRD PARTY PAYMENTS LICENSEE THIRD
PARTY
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PAYMENTS LICENSOR TERM
 7.02
 LICENSEE LICENSOR LICENSED PRODUCT NET SALES London Financial Times LICENSEE LICENSOR
 7.03
 London Financial Times
 7.04
 LICENSEE LICENSED
PRODUCT NET SALES LICENSOR LICENSEE LICENSOR, LICENSOR LICENSEE
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7.05
 LICENSEE LICENSOR, LICENSOR AGREEMENT LICENSEE LICENSOR LICENSEE LICENSOR LICENSOR
 Article 8.00  Representations and Warranties
 8.01
 LICENSEE AFFILIATES LICENSOR EFFECTIVE DATE
 (a)
    
    LICENSEEis a corporation duly organized, validly existing and in good standing under the
laws of state of Delaware.(b)
    
    The execution, delivery and performance of this AGREEMENThas been fully authorized by the
Board of Directors of LICENSEE, and there is no hindrance, by law, agreement or otherwise,
preventing it from entering into this AGREEMENTor from performing fully its obligations
thereunder. This AGREEMENThas been duly executed and delivered by LICENSEEand constitutes
its legal, valid and binding obligation, enforceable against it in accordance with the terms
thereof. LICENSEEhas the full right to enter into this AGREEMENTand to fully perform its
obligations hereunder. LICENSEEhas not previously granted, and during the TERMwill not
knowingly make any commitment or grant any rights which are in conflict in any material way
with the rights and licenses granted herein. LICENSEEwill not, during the TERM, encumber its
interest in the LICENSED TECHNOLOGYwith liens, mortgages, security interests or another
similar interest that would give the holder the right to convert the interest into patent or
other intellectual property ownership, unless the encumbrance is expressly subject to the
licenses herein.
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(c)
    
    Neither the execution and delivery of this AGREEMENTnor the consummation of the transactions
contemplated hereby will (i) violate or result in a breach of or default under (A) any of the
present provisions of its governing instruments, or (B) any mortgage, indenture, contract,
agreement, license, franchise, permit, instrument, trust, power, judgment, decree, order,
ruling or statute or regulation to which it is presently a party or by which it or its
properties may be bound, (ii) result in the creation or imposition of any lien, claim, charge,
restriction or encumbrance of any kind whatsoever upon, or give to any other person any
interest or right (including any right of termination or cancellation) in or with respect to
any of its properties, assets, business, agreements or contracts, or (iii) require any
consent, approval or waiver of, filing with, or notification to any person (including, without
limitation, any governmental authority), not heretofore obtained or effected, except
regulatory filings and approvals contemplated in the performance of this AGREEMENT.
 8.02
 LICENSOR AFFILIATES LICENSEE EFFECTIVE DATE
 (a)
    
    LICENSORis a corporation duly organized, validly existing and in good standing under the
laws of Italy.(b)
    
    The execution, delivery and performance of this AGREEMENThas been fully authorized by the
Board of Directors of LICENSOR, and there is no hindrance, by law, agreement or otherwise,
preventing it from entering into this AGREEMENTor from performing fully its obligations
thereunder. This AGREEMENThas been duly executed and delivered by LICENSORand constitutes
its legal, valid and binding obligation, enforceable against it in accordance with the terms
thereof. LICENSORhas the full right to enter into this AGREEMENT, and to fully perform its
obligations hereunder. LICENSORhas not previously granted, and during the TERMwill not make
any commitment or grant any rights which are in conflict in any material way with the rights
and licenses granted herein. LICENSORwill not, during the TERM, encumber its interest in the
LICENSED TECHNOLOGYwith liens, mortgages, security interests or another similar interest that
would give the holder the right to
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convert the interest into patent or other intellectual
property ownership, unless the encumbrance is expressly subject to the licenses herein.
 (c)
    
    Neither the execution and delivery of this AGREEMENTnor the consummation of the transactions
contemplated hereby will (i) violate or result in a breach of or default under (A) any of the
present provisions of its governing instruments, or (B) any mortgage, indenture, contract,
agreement, license, franchise, permit, instrument, trust, power, judgment, decree, order,
ruling or statute or regulation to which it is presently a party or by which it or its
properties may be bound, (ii) result in the creation or imposition of any lien, claim, charge,
restriction or encumbrance of any kind whatsoever upon, or give to any other person any
interest or right (including any right of termination or cancellation) in or with respect to
any of its properties, assets, business, agreements or contracts, or (iii) require any
consent, approval or waiver of, filing with, or notification to any person (including, without
limitation, any governmental authority), not heretofore obtained or effected, except
regulatory filings and approvals contemplated in the performance of this AGREEMENT.(d)
    
    LICENSORis the legal and beneficial owner of, or CONTROLS, and has the unencumbered right to
license to LICENSEEin the manner set forth in this AGREEMENT, the LICENSED TECHNOLOGYin the
TERRITORYand no further approvals or consents are required to effect such license which have
not been obtained.(e)
    
    The LICENSED TECHNOLOGYconstitute all of the intellectual property that is CONTROLLEDby
LICENSORand used in the development, manufacture or commercialization of LICENSED PRODUCT
and, to LICENSORs knowledge, the development, manufacture or commercialization of LICENSED
PRODUCTin the TERRITORYdoes not infringe the INTELLECTUAL PROPERTY RIGHTSof any THIRD
PARTY.(f)
    
    There are no claims, judgments or settlements against or owed by LICENSOR, nor any pending
reissue, reexamination, interference, opposition or similar proceedings, with respect to the
LICENSED TECHNOLOGY, and LICENSORhas not received written notice as of the EFFECTIVE DATEof
any threatened claims or litigation or any reissue, reexamination, interference, opposition or
similar proceedings seeking to invalidate or otherwise challenge the LICENSED TECHNOLOGY.
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(g)
    
    LICENSORundertakes to use all COMMERCIALLY REASONABLE EFFORTSto maintain the confidential
status, including, where applicable, the trade secret status, of all LICENSED KNOW-HOW.(h)
    
    LICENSORand its AFFILIATEShave not been debarred or subject to debarment pursuant to
Section 306 of the United States Federal Food, Drug and Cosmetic Act, or subject of a
conviction described in such Section 306.
 8.03
 AGREEMENT LICENSED PRODUCT TERRITORY INTELLECTUAL PROPERTY RIGHTS THIRD PARTY
 Article 9.00  Liability
 9.01
 LICENSED PRODUCT TERRITORY (CLAIMS) LICENSOR LICENSEE CLAIMS CLAIMS CLAIMS CLAIMS
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CLAIMS
 9.02
 LICENSEE LICENSOR AFFILIATES
 9.03
 LICENSOR LICENSEE AFFILIATES
 9.04
 TERM AGREEMENT AGREEMENT
 9.05
 AGREEMENT AGREEMENT
 9.06
 AGREEMENT
 17




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Article 10.00  LICENSED TECHNOLOGY
 10.01
 LICENSEE LICENSED PRODUCT TERRITORY LICENSED TRADEMARK. LICENSEE LICENSED TRADEMARK LICENSED PRODUCT TERRITORY OTHER TRADEMARK LICENSEE LICENSEE OTHER TRADEMARK LICENSEE LICENSED
PRODUCT OTHER TRADEMARK TERM LICENSOR OTHER TRADEMARK OTHER TRADEMARK
 10.02
 LICENSED PRODUCT LICENSEE TERRITORY LICENSED PRODUCT LICENSEE LICENSED PRODUCT TERRITORY LICENSED PRODUCT
 10.03
 LICENSEE LICENSOR LICENSED
TECHNOLOGY LICENSOR AGREEMENT LICENSEE
 10.03.01
    
    - materially impairs any such right, title or interest in the TERRITORY; or
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10.03.02
    
    - challenges the validity, scope or enforceability of the LICENSED TRADEMARK, or
the substantial and secret nature of the LICENSED KNOW HOW, each in the TERRITORY.
 10.04
 TERM LICENSEE LICENSED TRADEMARK OTHER TRADEMARK TERM LICENSEE LICENSED
TRADEMARK OTHER TRADEMARK
 10.05
 AGREEMENT LICENSEE LICENSED TRADEMARK LICENSED PRODUCT
 10.06
 LICENSOR LICENSEE LICENSED
TECHNOLOGY, *** *** *** *** *** ***
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*** THIRD PARTY *** *** *** THIRD PARTY *** *** *** *** NET SALES AGREEMENT
  20




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10.07
 THIRD PARTY LICENSEE LICENSOR LICENSED PRODUCT INTELLECTUAL PROPERTY RIGHTS THIRD PARTY
 10.08
 LICENSOR LICENSEE
 Article 11.00  Confidentiality
 11.01
 LICENSEE AGREEMENT LICENSED TECHNOLOGY LICENSEE LICENSOR AGREEMENT AGREEMENT
 11.02
 LICENSOR AGREEMENT LICENSOR LICENSEE AGREEMENT
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AGREEMENT
 11.03
 LICENSOR LICENSEE AFFILIATES AGREEMENT LICENSEE AFFILIATES ***
 11.04
 ALL COMMERCIALLY REASONABLE EFFORTS
 11.05
  (a)
    
    was, at the time of disclosure, in the possession of the receiving party (as evidenced by its
written records) and was not previously acquired from or on behalf of the disclosing party on
a confidential basis,(b)
    
    was in the public domain prior to disclosure, or became, after disclosure, publicly known
through no fault of the receiving party or any person to whom the receiving party directly or
indirectly provided such confidential information,(c)
    
    was received from a THIRD PARTYwho rightfully made such disclosure,
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(d)
    
    was approved for use or release by written authorization from the disclosing party prior to
such use or release by the receiving party,(e)
    
    is required to be disclosed by operation of law, governmental regulation or court order
provided the receiving party gives the disclosing party written notice of such required
disclosure prior to making such disclosure, and the receiving party uses all reasonable effort
to cooperate in securing confidential protection for such information; or(f)
    
    is required to be disclosed to any governmental authority or regulatory authority to the
extent that such disclosure is reasonably necessary to obtain authorizations to conduct a
clinical trial with, to manufacture and to market commercially products based on the LICENSED
TECHNOLOGY, provided the disclosing party is otherwise entitled to
engage in such activities under this AGREEMENTand provided that confidentiality is in any
case maintained on such confidential information to the extent permitted by any such
authority.
  Article 12.00  Term and Termination
 12.01
 AGREEMENT EFFECTIVE DATE FIRST COMMERCIAL SALE TERRITORY TERM LICENSEE LICENSED TECHNOLOGY LICENSED
PRODUCT IMPROVEMENTS CONTROLLED LICENSOR) LICENSED FIELD TERRITORY
 12.02
 LICENSEE LICENSOR AGREEMENT
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AGREEMENT AGREEMENT
 12.03
  (i)
    
    is adjudicated as bankrupt or insolvent and, if such adjudication be involuntary, it is not
vacated within ***; or(ii)
    
    any proceeding is commenced by or against such party seeking relief under any bankruptcy or
insolvency law and if such proceeding be involuntary, it remains undismissed for ***; or such
party, by action or answer, approves of, consents to or acquires in such proceeding or admits
the material allegations of or defaults in answering a petition filed in such proceeding; or(iii)
    
    admits in writing its inability to pay its debts as they become due; or(iv)
    
    makes an assignment for the benefit of creditors;
 AGREEMENT
 12.04
 LICENSOR LICENSEE NDA NDS LICENSOR  provided, however LICENSEE NDA / NDS AGREEMENT further
provided LICENSEE NDA NDS,
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12.05
 CHANGE OF CONTROL THIRD PARTY AFFILIATE THIRD PARTY
 (i)
    
    Notwithstanding Section 2.03 above, in the event that LICENSEEis subject to a CHANGE OF
CONTROLwith a THIRD PARTY, which THIRD PARTYwas, at the date of such CHANGE OF CONTROL,
marketing, promoting and/or selling a LICENSEE COMPETING PRODUCTthen, within *** of the
completion of such CHANGE OF CONTROLto be communicated in writing by LICENSEEto LICENSOR,
LICENSEEshall provide written notification to LICENSORspecifying election of one of the
following two (2) alternatives:
 (a)
    
    LICENSEEaccepts to divest such LICENSEE COMPETING PRODUCTwithin a period of
*** following the completion date of such CHANGE OF CONTROL; or(b)
    
    LICENSEEelects to terminate this AGREEMENTwhich shall become effective ***
from such notification of LICENSEEs election to terminate the AGREEMENTin its
entirety.
 (ii)
    
    In the event that LICENSEEis subject to a CHANGE OF CONTROLwith a THIRD PARTY, which, at the
date of such CHANGE OF CONTROLis in material litigation with LICENSOR, LICENSORshall be entitled
to cause LICENSEEto elect Section 12.05(i)(b) above.
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(iii)
    
    In the event of a CHANGE OF CONTROLof LICENSOR, LICENSORshall continue to be bound by all
terms and conditions of this AGREEMENT, including the provisions of Section 11.02 above.
 12.06
 AGREEMENT LICENSOR
 (a)
    
    LICENSEEshall promptly cease selling the LICENSED PRODUCT(except LICENSED PRODUCTcurrently
in stock) and using the LICENSED TECHNOLOGY;(b)
    
    LICENSEEshall promptly return or transfer free of charge to LICENSOR, with external
administrative expenses, if any, to be paid by LICENSOR, all pharmacological, toxicological
and clinical original data in its possession and all technical information, and LICENSED
TECHNOLOGYor material relating to the LICENSED PRODUCTin its possession; and(c)
    
    LICENSEEshall promptly transfer free of charge to LICENSOR, with external administrative
expenses, if any, to be paid by LICENSOR, or to a company designated by LICENSORany IND, NDA,
NDSand other authorizations obtained with respect to the LICENSED PRODUCT.
 12.07
 AGREEMENT
 (a)
    
    Sections 7.04, 10.01 (last sentence only) and 10.04 and Articles 9.00, 11.00, 14.00, 16.00,
17.00, 18.00, 19.00, 20.00, 21.00, 22.00 and 23.00 shall survive termination of this
AGREEMENT;(b)
    
    Except as herein otherwise provided all other rights and obligations of the parties to each
other shall terminate, provided, however, that LICENSEEshall not be released from the
liability to make any and all outstanding payments to LICENSOR.
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Termination of this AGREEMENTfor any reason shall not release any party from any liability,
obligation or agreement which has already accrued nor affect the survival of any provision
hereof which is expressly stated to survive such termination.
 Article 13.00  Assignment
 13.01
 AGREEMENT AFFILIATE TERRITORY, AFFILIATE AGREEMENT *** AGREEMENT THIRD PARTY AGREEMENT THIRD PARTY
 Article 14.00  Notice
 14.01
 LICENSEE
 Eurand Pharmaceuticals Inc.
790 Township Line Road, Suite 250
Yardley, Pennsylvania 19067
USA
 Telephone number: +1.267.759.9322
Telecopy: +1.215.968.2941
Attention: General Counsel
 LICENSOR
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Chiesi Farmaceutici S.p.A.
Via Palermo 26/A
43100 Parma
ITALY
 Phone: +39.0521.2791
Fax: +39.0521.774468
Attention: Managing Director
Copy to: Corporate Licensing Director + Legal and Corporate
Affairs Director
  14.02
 AGREEMENT
 Article 15.00  Force Majeure
 15.01
 AGREEMENT AGREEMENT
 28




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AGREEMENT
 Article 16.00  Governing Law
 16.01
 AGREEMENT
 Article 17.00  Jurisdiction
 17.01
 AGREEMENT AGREEMENT DISPUTE DISPUTE ICC ICC
 29




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Article 18.00  Entire Agreement
 18.01
 AGREEMENT
 Article 19.00  Fees and Expenses
 19.01
 AGREEMENT AGREEMENT
 Article 20.00  Severability and No Waiver
 20.01
 AGREEMENT AGREEMENT
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20.02
  Article 21.00  Negation of Agency
 21.01
 AGREEMENT
 Article 22.00  Headings
 22.01
 AGREEMENT
 Article 23.00  Publicity
 23.01
 THIRD PARTIES AGREEMENT LICENSEE LICENSOR
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AGREEMENT
 IN WITNESS THEREOF AGREEMENT EFFECTIVE DATE
 CHIESI FARMACEUTICI S.p.A.
    
    EURAND PHARMACEUTICALS INC./s/ Dr. Alberto Chiesi
    
    /s/ Mr. Gearoid M. FahertyDr. Alberto Chiesi
    
    Mr. Gearoid M. FahertyPresident & Chief Executive Officer
    
    Chief Executive Officer
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APPENDIX A
  DEVELOPMENT PLAN OUTLINE
  CHIESI FARMACEUTICI S.p.A.
    
    EURAND PHARMACEUTICALS INC.(signature)
    
    (signature)
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APPENDIX B
  LICENSED TRADEMARK
  CHIESI FARMACEUTICI S.p.A.
    
    EURAND PHARMACEUTICALS INC.(signature)
    
    (signature)
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APPENDIX C
  
    
    Complete dossier of MRP 1st wave Marketing Authorization Application (MAA),
including any interaction (pre and post submission) with the concerned regulatory
authority,includes Response Document to the questions raised by the concerned member
states.
    
    Complete documentation relevant to any variation, renewal or additional application
relevant to the Marketing Authorization granted in the EU.
    
    Complete Pharmacovigilance data/PSURs and post approval clinical studies.
    
    All further correspondence with any regulatory authority relevant to any module of the
MAAs dossier.
    
    Any data related to the product not included in the MAAs dossier (i.e. complete
documentation relevant to any data generated during product development).
    
    All clinical development plans and data generated  retrospective and current: to be
updated on an ongoing basis.
    
    Any freedom to operate searches (a list of the most pertaining documents emerged from
our searches already provided on the occasion of the Due Diligence process)
    
    All marketing materials (if relevant  according to field of use  to be provided in
due course).
    
    Any additional information covered under the term LICENSED KNOW HOW and to be updated
with new KNOW HOW as it is generated.
 CHIESI FARMACEUTICI S.p.A.
    
    EURAND PHARMACEUTICALS INC.(signature)
    
    (signature)
 35