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CONFIDENTIAL TREATMENT REQUEST 


	*
	Portions
denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. 


EXHIBIT 10.1  


 
  PURCHASE AND SALE AGREEMENT    
    


        THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), is made and entered into as of February 11, 2004,
between Pfizer Inc., a Delaware corporation with a place of business at 235 East 42nd Street, New York, New York 10017 ("Pfizer"), and
SuperGen, Inc., a Delaware corporation with a place of business at 4140 Dublin Boulevard, Suite 200, Dublin, California 94568 ("SuperGen").
Pfizer and SuperGen are collectively referred to as the "Parties" and each, individually, a "Party". 


RECITALS  


        WHEREAS, SuperGen previously entered into the following agreements with the Warner-Lambert Company (now
Warner-Lambert Company LLC) ("WLC") related to the manufacture, packaging, marketing, and sale of Pentostatin: a Purchase and Sale Agreement dated
September 30, 1996 (the "Purchase Agreement"), and a Supply Agreement dated October 13, 1997 (the "Supply
Agreement"); and 


        WHEREAS, the WLC previously entered into that certain Distribution Agreement dated June 1, 1992, as amended, with the American
Cyanamid Corporation (the "Distribution Agreement"); and 


        WHEREAS, Wyeth (together with its predecessors in interest with respect to the Distribution Agreement,
"Wyeth") subsequently acquired the American Cyanamid Corporation, and is now party to the Distribution Agreement; and 


        WHEREAS, Pfizer subsequently acquired WLC, and WLC is now a wholly-owned subsidiary of Pfizer; and 


        WHEREAS, the Parties desire (i) to terminate the Supply Agreement, (ii) that Pfizer cause the Asset Selling Corporations to
transfer the Assets (hereinafter defined) to SuperGen or its designated Affiliate, and (iii) that SuperGen take assignment of the Distribution Agreement from WLC, in each case upon the terms
and conditions as set forth herein below. 


        NOW, THEREFORE, in consideration of the covenants, promises, representations and warranties set forth herein, and for other good and
valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the Parties), intending to be legally bound hereby, the Parties agree as follows: 


ARTICLE 1

DEFINITIONS  


        The following capitalized terms shall have the meanings set forth below: 



         1.1  "Affiliate" means any entity that controls, is controlled by or is under common control with a Party. For purposes of
this definition, "control" shall mean direct or indirect ownership of more than fifty percent (50%) of the shares of the respective entity entitled to vote in the election of directors (or, in the
case of an entity that is not a corporation, for the election of the corresponding managing authority). 


         1.2  "Assets" means the Marketing Approvals and the Trademarks. 



         1.3  "Asset Selling Corporations" shall mean the entities listed on  Schedule 1.3. 


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         1.4  "Books and Records" means the books and records of Pfizer related to (i) the Marketing Approvals, and
(ii) the Distribution Agreement and Pfizer's performance thereunder prior to the Closing Date, including Pfizer's Product sales records and relevant correspondence with Wyeth. 



         1.5  "Business Day" means shall mean any day other than a Saturday, a Sunday or a day on which banks in New York, New York,
United States of America are authorized or obligated by law or executive order to close. 


         1.6  "Closing" shall mean the closing of the transactions contemplated by this Agreement pursuant to the terms of this
Agreement. 


         1.7  "Closing Deadline" means March 31, 2004. 



         1.8  "Drug Master Files" means all drug master files that are referred to or referenced in New Drug Application
No. 20122-001, and owned or controlled by or in the possession of Pfizer. 


         1.9  "EMEA" means The European Agency for the Evaluation of Medicinal Products. 


       1.10  "Knowledge" means the actual knowledge of the individuals listed on  Schedule 1.10. 



       1.11  "Labeling" shall mean any and all printed labels, labeling and package inserts for the Product for countries or
jurisdictions outside of the Prior Territory. 


       1.12  "Liabilities" shall mean any debts, liabilities or obligations, whether accrued or fixed, known or unknown, absolute or
contingent, matured or unmatured or determined or determinable. 


       1.13  "Marketing Approvals" means any and all active or inactive (i) approvals, licenses, registrations and
authorizations, of all governmental agencies in a jurisdiction for the development, manufacture, use or sale of the Product in the applicable jurisdiction, including any pricing or reimbursement
approval with respect to the sale of the Product in the applicable jurisdiction; and (ii) applications for any of the foregoing; in each case in countries or jurisdictions outside the Prior
Territory. Schedule 1.13 attached hereto sets forth a complete list of all Marketing Approvals and the status thereof as of the Closing Date,
including the date of any required renewals after the Closing Date. 


       1.14  "Patents" shall mean any of the following, as of the Closing Date: (i) any issued and unexpired patent, including
without limitation inventor's certificates, utility model, substitutions, extensions, confirmations, reissues, re-examination, renewal or any like governmental grant for protection of
inventions; and (ii) any pending application for any of the foregoing, including without limitation any continuation, divisional, substitution, additions,
continuations-in-part, provisional and converted provisional applications. 


       1.15  "Pentostatin" means the pharmaceutical compound (R) -3 -
(deoxy-ß-D-erythropentofuranosyl) -3, 6, 7, 8-tetrahydroimidazo [4, 5-d] [1, 3]
diazepin-8-01. 


       1.16  "Prior Territory" means Canada, Mexico and the United States of America, along with all its territories and possessions,
the Commonwealth of Puerto Rico and the District of Columbia. 


       1.17  "Product" means any pharmaceutical preparation for human use using Pentostatin as the sole active ingredient. 


       1.18  "Product Claim" shall mean a claim from a third party for money or other compensation (beyond reimbursement for the cost
of the Product) in respect of potential or actual injury or harm allegedly due and owing as a result of the use, application or defect of the Product or Labeling of the Product, in each case solely
with respect to Product sold or offered for sale outside of the Prior Territory, irrespective of the legal theory of liability. 


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       1.19  "Regulatory Authority" shall mean any federal, national, multinational, state, provincial or local regulatory agency,
department, bureau or other governmental entity with authority over the development, manufacture or commercialization (including review and approval of Marketing Approvals) with respect to the Product
outside of the Prior Territory. 


       1.20  "Subsequent Acquired Know-How" means Acquired Know-How (as that term is defined in the Purchase
Agreement) to the extent such Acquired Know-How was not conveyed to SuperGen pursuant to the Purchase Agreement. 


       1.21  "Subsequent Licensed Know-How" means Licensed Know-How (as that term is defined in the Purchase
Agreement) owned or licensed by Pfizer or its Affiliates as of the Closing Date to the extent such Licensed Know-How has not been delivered to SuperGen pursuant to the Purchase Agreement. 


       1.22  "Taxes" means all taxes, charges, duties, fees, levies or other assessments, including but not limited to, income,
excise, property, sales, value added, profits, license, withholding (with respect to compensation or otherwise), payroll, employment, net worth, capital gains, transfer, stamp, social security,
environmental, occupation and franchise taxes, imposed by any governmental authority, and including any interest, penalties and additions attributable thereto. 



       1.23  "Tax Return" means any return, report, declaration, information return, statement or other document filed or required to
be filed with any governmental authority, in connection with the determination, assessment or collection of any Tax or the administration of any laws relating to any Tax. 


       1.24  "Trademarks" means the trademarks listed in Schedule 1.24
attached hereto. 


ARTICLE 2

DISPOSITION OF ASSETS, AGREEMENTS AND PURCHASE PRICE  


        2.1    Conveyance.    



        (a)   Effective
as of the Closing Date and subject to the terms and conditions of this Agreement, Pfizer hereby sells, conveys, transfers, assigns, delivers and shall cause
the Asset Selling Corporations to sell, convey, transfer, assign and deliver to SuperGen or its designated Affiliate(s) all rights, title and interest in and to the Assets, free and clear of all liens
or encumbrances of any kind. 


        (b)   Excluded Assets.    Notwithstanding any other provision in this Agreement, Pfizer or any of its Affiliates
shall retain the following (the "Excluded Assets"): 



          (i)  the
"Pfizer," "Warner-Lambert," "Parke-Davis," "Searle," and "Pharmacia" trademarks, trade names and logos; 


         (ii)  the
corporate books and records of the Asset Selling Corporations and the general account and books of original entry that comprise the Asset Selling Corporations'
permanent accounting or tax records; and 


        (iii)  all
assets not expressly included in the Assets. 




        (c)   Assumption of Certain Liabilities.    Upon the terms and subject to the conditions of this Agreement, SuperGen
agrees, effective at the Closing, except as set forth in Section 2.1(d), to assume all the following Liabilities of the Asset Selling Corporations (collectively, the
"Assumed Liabilities"): 



          (i)  all
Liabilities arising out of or relating to any Product Claim arising from events or activities after the Closing; 


         (ii)  all
Liabilities for lawsuits commenced after the Closing to the extent relating to the Trademarks; 




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        (iii)  all
Liabilities under any contracts, agreements, licenses or commitments that are assigned to SuperGen at or after the Closing arising from events or activities after
the Closing; and 


        (iv)  all
other Liabilities relating solely to the Product to the extent arising from events or activities after the Closing. 




        (d)   Retained Liabilities.    Notwithstanding any provision in this Agreement to the contrary, Pfizer shall, or
shall cause one of the Asset Selling Corporations to, retain and be responsible for the following (the "Retained Liabilities"): 



          (i)  all
Liabilities arising out of or relating to any Product Claim arising from events or activities prior to the Closing; 


         (ii)  all
Liabilities relating to employees of Pfizer or any of its Affiliates; 


        (iii)  all
Liabilities under any contracts, agreements, licenses or commitments that are assigned to SuperGen at or after the Closing arising from events or activities prior
to the Closing; and 


        (iv)  all
Liabilities relating to the Excluded Assets. 





        2.2    Termination of Supply Agreement.    



        (a)   Termination.    Effective as of the Closing Date, SuperGen and Pfizer, on behalf of the Asset Selling
Corporations, agree that the Supply Agreement shall terminate and be of no further effect, other than the specific provisions set forth in Section 2.2(b). Such termination of the Supply
Agreement shall be deemed to be termination mutually agreed upon by and between SuperGen and Pfizer, on behalf of the Asset Selling Corporations, and neither Party shall have any responsibility or
liability as a result of such termination. The Parties hereby waive all rights to notice of termination as may be otherwise provided under the Supply Agreement or applicable laws. 


        (b)   Survival.    The following provisions of the Supply Agreement shall survive termination of the Supply Agreement
pursuant to Section 2.2(a) of this Agreement: (i) Section 5.1 (Notification of Complaints), Section 5.2 (Notification of Threatened Action), and Section 6.11
(Limitation of Liability), and (ii) with respect only to Product supplied before the Closing Date, Section 2.4 (Payment), Section 2.5 (Title and Risk of Loss), Section 2.6
(Conflicting Terms), Section 2.11 (Warranties) and Section 2.13 (Indemnification). 




        2.3    Amendment of Purchase Agreement.    Effective as of the Closing Date, SuperGen and Pfizer, on behalf of the
Asset Selling Corporations, agree that Section 6.17 (SuperGen's Covenant Not to Compete) of the Purchase Agreement shall be terminated and be of no further force or effect. 



        2.4    Assignment of Distribution Agreement.    Pfizer will cause WLC to assign, effective as of the Closing Date, all
of its rights and delegates all of its duties and obligations under the Distribution Agreement to SuperGen or its designated Affiliate(s). Accordingly, effective as of the Closing Date, SuperGen will
assume all of WLC's rights, duties and obligations under the Distribution Agreement. 


        2.5    Purchase Price.    



        (a)   Payment.    SuperGen or its designated Affiliate(s) shall pay Pfizer, as agent for the Asset Selling
Corporations, One Million Dollars ($1,000,000.00) (the "Purchase Price") on the Closing Date. 


        (b)   Allocation.    Pfizer, on behalf of the Asset Selling Corporations, and SuperGen hereby agree on the allocation
of the Purchase Price among the Assets and the Asset Selling Corporations, all as set forth in Schedule 2.5(b) (the
"Allocation"). Pfizer, on the one hand, and 



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SuperGen,
on the other, shall (i) be bound by the Allocation for purposes of determining any Taxes, (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns,
including, without limitation, Internal Revenue Service Form 8594, on a basis consistent with the Allocation, and (iii) take no position, and cause its Affiliates to take no position,
inconsistent with the Allocation on any applicable Tax Return or in any proceeding before any taxing authority or otherwise. 




        2.6    Delivery Obligations; Transactions.    



        (a)   Delivery.    Pfizer shall deliver or cause to be delivered to SuperGen or its designated Affiliate(s) all
tangible Assets, provided that SuperGen shall reimburse Pfizer for any reasonable out-of-pocket expenses incurred by Pfizer or its Affiliates in the course of delivery under
this Section 2.6. After the Closing Date, Pfizer shall cooperate with SuperGen and provide all reasonable assistance to identify any and all Books and Records that are to be delivered to
SuperGen or its designated Affiliate(s) hereunder. 


        (b)   Transactions.    Within thirty (30) days after the Closing Date, Pfizer shall prepare, execute and
deliver to SuperGen or its designated Affiliate(s) all necessary notifications of change to the relevant Regulatory Authorities with respect to the change in ownership of the Marketing Approvals. 




        2.7    Closing.    The Closing shall take place at the offices of Pfizer Inc., 235 East 42nd Street, New York,
New York, United States of America at 10:00 A.M., New York time, on the second Business Day following the satisfaction or waiver of the conditions precedent specified in Article 7, or at
such other time and place as the Parties hereto may mutually agree; provided, however, that without the
agreement of Pfizer and SuperGen the Closing shall not occur later than the Closing Deadline. The date on which the Closing occurs is called the "Closing
Date". The Closing shall be deemed to occur and be effective as of the close of business on the Closing Date. 



        (a)   At
the Closing, Pfizer shall deliver, or cause to be delivered, to SuperGen the following instruments and documents, in each case in a form reasonably acceptable to
SuperGen: 



          (i)  a
general trademark assignment of all Trademarks (with trademark assignments in recordable form to be delivered after the Closing in accordance with
Section 2.8); 


         (ii)  bills
of sale, in each case dated as of the Closing Date, pursuant to which Pfizer shall transfer to SuperGen, or agree to cause the Asset Selling Corporations to
transfer to SuperGen, all of the Asset Selling Corporations' and Pfizer's right, title and interest in and to the Assets; and 


        (iii)  a
duly executed assignment appropriate to evidence WLC's assignment of its rights and obligations under the Distribution Agreement. 




        (b)   At
the Closing, SuperGen shall deliver, or cause to be delivered, to Pfizer the following: 



          (i)  the
Purchase Price, by wire transfer in immediately available funds to one or more accounts, which accounts shall be specified in writing by Pfizer at least two
Business Days prior to the Closing Date; and 


         (ii)  a
duly executed assumption agreement, in a form reasonably acceptable to Pfizer, appropriate to evidence SuperGen's assumption of WLC's rights and obligations under the
Distribution Agreement. 





        2.8    Trademarks.    SuperGen, at its sole expense, shall prepare and deliver to Pfizer or its designated
Affiliate(s) any assignments or other documents necessary to record the change in ownership of the Trademarks in each country in which there are Trademarks. SuperGen shall be solely 


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responsible
for the filing and recording of all individual country Trademark assignments, and for the official fees and agent fees associated therewith. 


        2.9    Patents.    Pfizer is not aware of any Patents owned by Pfizer or any entity that is an Affiliate of Pfizer as
of the Closing Date, the claims of which Patent would be infringed upon by the making, using, selling, offering for sale or importation by SuperGen of the Product in or into a country outside of the
Prior Territory. If, after the Closing Date, Pfizer becomes aware of any such Patent, then Pfizer shall effect an assignment of such Patent to SuperGen or its designated Affiliate. 


ARTICLE 3

NON-COMPETE COVENANT  


        3.1    Covenant Not to Compete.    



        (a)   Pfizer
(itself and on behalf of its Affiliates) agrees and hereby covenants that it will not, for a period of [*] from the Closing Date, directly
or indirectly, for itself or on behalf of or in conjunction with any other entity, sell the Product pursuant to any equivalent to any foreign Abbreviated New Drug Application (a
"Generic") anywhere outside of the Prior Territory or enter into any partnership, joint venture or similar collaborative arrangement with any entity to
sell Products anywhere outside of the Prior Territory. Notwithstanding the foregoing, neither Pfizer nor any of its Affiliates shall be deemed to have violated the restriction set forth in the first
sentence of this Section 3.1 in the event that Pfizer or an Affiliate of Pfizer acquires (by purchase of stock or assets, merger or otherwise) a Generic,  provided that Pfizer or such Affiliate
thereafter divests such Generic within one year from the date of acquisition of such Generic.
 


        (b)   It
is expressly understood and agreed that if the covenant set forth in this Section 3.1 is for any reason found to be unreasonably broad, oppressive or
unenforceable in an action, suit or proceeding before any court, such court (i) shall narrow the covenant or shall otherwise endeavor to reform the scope of such covenant in order to ensure
that the application thereof is not unreasonably broad, oppressive or unenforceable, and (ii) to the fullest extent permitted by law, shall enforce such covenant as so reformed. 


        (c)   Pfizer
and SuperGen hereby agree that the breach of the covenant set forth in this Section 3.1 may cause irreparable damage to SuperGen for which monetary damages
may not be a sufficient remedy. Therefore, in addition to all other remedies that may be available to SuperGen or its Affiliate(s) at law or in equity, SuperGen and its Affiliate(s) shall be entitled
to seek specific performance and any injunctive or other equitable relief as a remedy for any breach or threatened breach of the aforementioned covenant. 



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   ARTICLE 4

REPRESENTATIONS AND WARRANTIES  


        4.1    Representations and Warranties of Pfizer.    Pfizer hereby represents and warrants to SuperGen and its
Affiliate(s) as of the Closing Date as follows: 



        (a)   The
Asset Selling Corporations are indirect, wholly-owned subsidiaries of Pfizer, and Pfizer has all requisite power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby, including without limitation to cause the Asset Selling Corporations to fulfill the obligations set forth in Article 2. The execution, delivery
and performance of this Agreement and any transactions contemplated hereunder have been duly authorized by all necessary corporate action by Pfizer and no further authorizations or actions are
required. This Agreement will, after being duly executed and delivered by Pfizer, constitute the valid and binding obligation of Pfizer, enforceable in accordance with its terms. 



        (b)   The
execution, delivery and performance of this Agreement and any transactions contemplated hereunder will not conflict with, or result in any violation of or default
under, or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under (any such event, a
"Conflict") (i) any provision of the charter documents or bylaws of Pfizer, (ii) any contract to which Pfizer is a party or by which its
assets are or have been bound, including the Distribution Agreement; and (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pfizer or any of the
Assets. 


        (c)   Pfizer
is conducting its business and operations as it relates to the Assets and Distribution Agreement in compliance in all material respects with all governmental
laws, rules and regulations applicable thereto and to the best of Pfizer's Knowledge is not in violation or default in any material respect under any statute, regulation, order, decree or governmental
authorization applicable to it or any of its properties or business as presently conducted or proposed to be conducted as it relates to the Assets or the Distribution Agreement. Pfizer is not subject
to any order or consent decree of any court or administrative body that relates specifically to the Assets. 



        (d)   Pfizer
and the Asset Selling Corporations have full right, title and interest to, and as of the Closing Date will sell, convey, transfer, assign and deliver to SuperGen
or its designated Affiliate(s) good title
to all Assets. The Assets and the Distribution Agreement are free and clear of any material claim, liability, security interest or encumbrance of any party, and, except with respect to renewals of
each of the Marketing Approvals as set forth in Schedule 1.13, for which Pfizer has agreed to provide assistance to SuperGen, and renewals of
each the Trademarks as set forth in Schedule 1.24, there are no actions that must be taken within ninety (90) days after the Closing Date
(including the payment of any fees or the filing of any report) for the purposes of obtaining, maintaining, perfecting, or preserving any Marketing Approval.  Schedule 1.13 represents a full and
complete list of all Marketing Approvals for the Product for countries outside of the Prior Territory, and  Schedule 1.24 represents a full and complete list of all Trademarks for countries outside
of the Prior Territory. There are no material problems
or defects in any of the Marketing Approvals in countries set forth in Schedule 1.13 that would adversely affect such Marketing Approvals or
SuperGen's ability to manufacture, market and sell Products after the Closing Date or, as a direct result of such defects, would render the Products unmarketable for the purposes for which they were
intended. To Pfizer's Knowledge, there is no infringement by any third party of its title to the Assets. 


        (e)   There
are no adverse third party actions or claims pending against Pfizer in any court or by or before any Governmental Authority with respect to the Assets or the
Distribution Agreement. There are no other actions, suits, proceedings, claims or investigations pending against Pfizer, nor has Pfizer received notice of any of the foregoing, with respect to the
transactions 



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contemplated
and hereby which, if adversely determined, would prevent Pfizer from consummating the transactions contemplated hereby. 


        (f)    Pfizer
has provided to SuperGen a true, correct and complete copy of the Distribution Agreement, and the Distribution Agreement is valid, legally binding, enforceable,
and in full force and effect, and will continue to be in full force and effect following assignment thereof to SuperGen or its designated Affiliate(s) hereunder. To the Knowledge of Pfizer:
(i) Pfizer is not in breach or default under the Distribution Agreement, (ii) Wyeth is not in breach or default thereof, and (iii) there is no dispute or threatened dispute
regarding the scope of the Distribution Agreement or performance under such agreement. 


        (g)   Except
for the Distribution Agreement, there are no outstanding material contracts, leases, instruments, obligations, commitments, understandings and agreements, whether
written or oral, to which Pfizer is a party and to which the Assets will be subject after the Closing Date. Pfizer has no material agreement with any third party that will obligate SuperGen or its
Affiliate(s) to make any payments to such third parties with respect to any of the Assets. 



        (h)   None
of the representations or warranties made by Pfizer in this Agreement contains any untrue statement of a material fact or omits to state any material fact necessary
in order to make the statements contained herein or therein, in light of the circumstances under which made, not misleading. 




        4.2    Representations and Warranties of SuperGen.    SuperGen hereby represents and warrants to Pfizer as of the
Closing Date as follows: 



        (a)   SuperGen
has all requisite power and authority to enter into this Agreement and consummate the transactions contemplated hereunder. The execution, delivery and
performance of this Agreement and the transactions contemplated herein have been duly authorized by all necessary corporate action by SuperGen and no further authorizations or actions are required.
This Agreement has been duly executed and delivered by SuperGen and constitutes the valid and binding obligation of SuperGen, enforceable in accordance with its terms. 


        (b)   The
execution, delivery and performance of this Agreement and the transactions contemplated hereunder will not result in any Conflict with (i) any provision of
the charter documents or bylaws of SuperGen, or (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to SuperGen or any of its assets. 


        (c)   None
of the representations or warranties made by SuperGen in this Agreement contains any untrue statement of a material fact or omits at the Closing Date to state any
material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which made, not misleading. 




        4.3    No Reliance.    In light of the representations and warranties made by the Parties in this Article 4,
each Party is relinquishing any right to any claim based on any representations and warranties, other than those specifically included in Section 4.1. Any claims a Party may have for breach of
representation or warranty shall be based solely on the representations and warranties made in this Article 4. All warranties of habitability, merchantability and fitness for any particular
purpose, and all other warranties arising under the Uniform Commercial Code (or similar foreign laws), are hereby waived by each Party. 


ARTICLE 5

COVENANTS  


        5.1    Access to Information.    After the Closing, Pfizer shall afford SuperGen and its accountants, counsel and
other representatives, reasonable access during normal business hours as may be 


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appropriate,
to the Books and Records and all other information concerning the Assets as SuperGen may reasonably request. No information or knowledge obtained in any investigation pursuant to this
Section 5.1 shall affect or be deemed to modify any representation or warranty contained herein. 



        5.2    Further Assurances.    Without further consideration, each Party shall, and shall cause its employees and
Affiliates to, execute and deliver such other instruments or documents as may be reasonably requested by the other Party (provided that the requesting Party shall reimburse the other Party for any
reasonable out-of-pocket expenses incurred in the course of such delivery) in order to more effectively consummate the transactions prepared and contemplated by this Agreement
and to confirm SuperGen's interest in and to the Assets. 


        5.3    Additional Deliveries.    Pfizer agrees to use commercially reasonable efforts to locate, and, if located, to
deliver or cause its Affiliates to deliver to SuperGen the Subsequent Acquired Know-How, if any, and the Subsequent Licensed Know-How, if any, as reasonably requested by
SuperGen, including, but not limited to the Drug Master Files, batch records relating to the fermentation process for the Product, marketing materials related to the Product, and biological materials
used in the manufacture of the Product; provided in each case, however, that (i) such know-how is reasonably available to Pfizer, and (ii) SuperGen shall reimburse Pfizer for
any reasonable out-of-pocket expenses incurred by Pfizer or its Affiliates in the course of delivery under this Section 5.3. 


        5.4    Regulatory Authority Reporting.    



        (a)   After
the Closing Date, and for so long as Pfizer remains the registered owner of any Marketing Approval for the Product in a country outside of the Prior Territory
where the Product is presently marketed by Wyeth, Pfizer will continue to receive, process, assess and maintain the database for reports of adverse events for the Product in such country. During this
time, Pfizer will provide SuperGen with a copy of each Council for International Organizations of Medical Sciences (CIOMS) report for the Product that Pfizer sends to Pfizer's local Affiliate(s) with
respect to the Product at the same time that Pfizer sends the CIOMS report to Pfizer's local Affiliate(s). 



        (b)   After
the Closing Date SuperGen shall be responsible for making all required reports for the Product to Regulatory Authorities in countries for which the Market Approval
for the Product has been transferred to SuperGen pursuant to this Agreement, including but not limited to, the filing of annual reports and the filing and/or monitoring of adverse events or complaints
reported to Pfizer or any of its Affiliates. For avoidance of doubt, SuperGen shall be responsible, to the extent required by applicable law, for making all required reports for the Product to the
EMEA. 


        (c)   After
the Marketing Approval for the United Kingdom (the Reference Member State for the Product), transfers from Pfizer to SuperGen, SuperGen shall submit all CIOMS
reports to the Regulatory Authorities in the United Kingdom including those for the Prior Territory and those provided by Pfizer under Section 5.3(a). 


        (d)   Pfizer
and SuperGen will adhere to the process described in Sections 5.3(a)-(c) until the date on which record ownership of the last Marketing Approval has been
transferred to SuperGen (the "Last Transfer Date"). Following the Last Transfer Date, Pfizer will have no further obligations to, and will no longer, assess, database or report to any Regulatory
Authorities adverse event cases for the Product received by Pfizer, but will, for the twelve (12) month period starting with the Last Transfer Date, promptly provide SuperGen with such
information as SuperGen or its Affiliates shall reasonably require in order to comply with all applicable laws. 


        (e)   Promptly
after the Closing Date, the Parties will discuss and agree upon a plan for transfer, after the Last Transfer Date, of the safety database for the Product
maintained by Pfizer to SuperGen. 



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        5.5    Transition.    To effect a smooth transition from Pfizer to the SuperGen with respect to the Product and Assets
pursuant to this Agreement, for a period of 180 days commencing on the Closing Date, Pfizer will (a) if not completed prior to the Closing, seek to complete the renewal process for the
Marketing Approvals for the Product which process was commenced by Pfizer prior to the Closing; (b) provide reasonable assistance to SuperGen, as requested by SuperGen, in connection with the
transfer of the Marketing Approvals for the Product to SuperGen; and (c) provide to SuperGen such information in the possession of Pfizer as may reasonably be required by SuperGen to ensure an
orderly transition of the Product and the Assets to SuperGen. 



        5.6    Labeling.    For up to 180 days after the Closing Date, SuperGen may continue to use Pfizer's (or its
Affiliate's) Labeling on the Product. After such time, the Product shall be manufactured with Labeling and packaging identifying SuperGen (or SuperGen's designee) as the owner of the Marketing
Approval. SuperGen shall amend the Labeling in each country as soon as practicable from the date SuperGen completes the registration ownership transfer process in such country, but in no event later
than 90 days thereafter. With respect to Product sold after the Closing Date, as between Pfizer and SuperGen, SuperGen shall be solely responsible for ensuring that the Labeling and other
printed materials, if any, comply with all applicable laws and regulations. 


ARTICLE 6

SURVIVAL OF REPRESENTATIONS,

WARRANTIES AND INDEMNIFICATION  


        6.1    Survival of Representations and Warranties.    All of the representations and warranties contained herein shall
survive the Closing Date and continue in full force and effect for a period of one (1) year thereafter. 



        6.2    Indemnification of SuperGen.    Pfizer agrees to indemnify, defend and hold harmless SuperGen and its officers,
directors and Affiliates (the "SuperGen Indemnified Parties") from and against all claims, losses, liabilities, damages, deficiencies, costs and
expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter collectively "Losses"), incurred or
suffered by the SuperGen Indemnified Parties directly or indirectly as a result of (i) any breach of a representation or warranty of Pfizer contained in this Agreement; (ii) any failure
by Pfizer to comply with any covenant contained in this Agreement; or (iii) any Retained Liabilities. 



        6.3    Indemnification of Pfizer.    SuperGen agrees to indemnify, defend and hold harmless Pfizer and its officers,
directors and Affiliates (the "Pfizer Indemnified Parties") from and against all Losses incurred or suffered by the Pfizer Indemnified Parties directly
or indirectly as a result of (i) any or breach of a representation or warranty of SuperGen contained in this Agreement; (ii) any failure by SuperGen to comply with any covenant contained
in this Agreement; (iii) any activities relating to the Distribution Agreement that occur after the Closing Date; or (iv) any other events or activities that occur after the Closing Date
with respect to the Product. 


        6.4    Procedure.    



        (a)   Claim Notice.    Any party that may be entitled to indemnification under this Article 6 (an
"Indemnified Party") shall send to the Party obligated to indemnify it (the "Indemnifying Party") prompt
written notice of any claim, demand, action or other proceeding made against the Indemnified Party or which the Indemnified Party has reasonable grounds to believe may be made against the Indemnified
Party (a "Claim Notice"). Any Claim Notice shall specify in reasonable detail the basis of such claim or anticipated claim, and the nature of the breach
of representation, warranty or covenant to which such item is related. The failure to deliver a Claim Notice reasonably promptly upon receipt of notice by the Indemnified Party of any such Loss
anticipated Loss shall not relieve the Indemnifying Party of any indemnification obligations hereunder, unless such failure materially and adversely prejudiced the Indemnifying Party. 



10







 

        (b)   Objection.    In case the Indemnifying Party shall object in writing to any claim or claims made in any Claim
Notice within thirty (30) days after delivery of such Claim Notice, the Indemnifying Party and the Indemnified Party shall attempt in good faith for sixty (60) days to resolve such
dispute. If the Parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by all such Parties. 


        (c)   Defense; Settlement. 



          (i)  The
Indemnifying Party shall have the right to assume and control the defense and/or, at its option, settlement of any claim that is subject indemnification hereunder,
with counsel selected by the Indemnifying Party. The Indemnified Party, its employees and agents, shall at the Indemnifying Party's expense, reasonably cooperate with the Indemnifying Party and its
legal representatives in the investigation of any claim, demand, action or other proceeding covered by this Article 6. 


         (ii)  The
indemnity obligations under this Article 6 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement
is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably conditioned, withheld or delayed. The Indemnifying Party may not settle or otherwise
consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the rights or interests of, or adversely affects, the Indemnified Party without the prior express
written consent of the Indemnified Party, which consent shall not be unreasonably conditioned, withheld or delayed. 





        6.5    Certain Limitations.    Pfizer shall not have any indemnification obligation under Section 6.2 for
Losses unless the aggregate of all such Losses for which Pfizer would, but for this provision, be liable exceeds on a cumulative basis [*], but if such amount is exceeded,
Pfizer shall be required to pay only the amount of such Losses which in the aggregate exceed [*]; provided however, that Pfizer
shall have no indemnification obligation under Section 6.2 for Losses (x) for any individual item where the Loss relating thereto is less than [*] and
(y) which in the aggregate are in excess of [*]. 


        6.6    Sole Remedy/Waiver.    The Parties hereto acknowledge and agree that the remedies provided for in this
Agreement shall be the Parties' sole and exclusive remedy with respect to the subject matter of this Agreement, except for claims for injunctive relief resulting from a breach or threatened breach of
Article 8 hereof. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted by applicable law, any and all other rights, claims and causes of action (including
rights of contribution, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that it may have against Pfizer or any of its Affiliates, or SuperGen or any of its
Affiliates, as the case may be, arising under or based upon any federal, state or local law. 


        6.7    No Consequential Damages.    NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO PARTY TO THIS
AGREEMENT SHALL BE LIABLE TO OR OTHERWISE RESPONSIBLE TO ANY OTHER PARTY HERETO OR ANY AFFILIATE OF ANY OTHER PARTY HERETO FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OR FOR DIMINUTION
IN VALUE OR LOST PROFITS THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH HEREOF OR ANY LIABILITY RETAINED OR ASSUMED HEREUNDER. 


ARTICLE 7

CLOSING CONDITIONS; WAIVER  


        7.1    Closing Conditions.    The respective obligations of each Party under this Agreement are subject to the
satisfaction on the Closing Date of the following conditions, provided that compliance 


11







 

with
any such conditions or parts thereof may be waived by the applicable Party in accordance with Section 7.2: 



        (a)   The
representations and warranties of each Party set forth in Article 4 (other than those set forth in Section 4.1(c)) shall be true in all material
respects and each Party shall have performed all obligations and conditions herein required to be performed except with respect to representatives and warranties that expressly relate to a particular
date, which must be true in all material respects as of such date or observed by it on or prior to the Closing Date. 


        (b)   No
Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order
(whether temporary, preliminary or permanent) which is in effect and which has the effect of making the transactions contemplated hereby illegal or otherwise prohibiting consummation of the
transactions contemplated hereunder, nor shall any proceeding brought by a Governmental Authority seeking any of the foregoing be pending. 




        7.2    Extension; Waiver.    At any time, Pfizer and SuperGen may (i) extend the time for the performance of
any of the obligations of the other Party hereto, (ii) waive any inaccuracies in the representations and warranties made to such Party contained herein or in any document delivered pursuant
hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such Party contained herein. Any agreement on the part of a Party hereto to any such extension or
waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party. 


ARTICLE 8

CONFIDENTIAL INFORMATION  


        8.1    Confidential Information.    Each Party agrees, and shall cause its Affiliates, employees and agents to agree,
to maintain in confidence all confidential or proprietary information disclosed to it by the other Party for the five (5) year period from the Closing Date, and shall not use, disclose or grant
the use of the confidential information provided by the other Party during such five (5) year period except (i) to the extent such use or disclosure is reasonably necessary in connection
with such Party's performance of its obligations and exercise of its rights and licenses under this Agreement, provided that any such authorized disclosure is made pursuant to a binding obligation of
confidentiality no less protective of such confidential information than this Section 8.1 or (ii) in prosecuting or defending litigation, complying with applicable governmental laws,
regulations or court order or otherwise submitting information to tax or other governmental authorities; provided that if a Party is required by law to make any such disclosure, other than pursuant to
a confidentiality agreement, it will give reasonable advance notice to the other Party of such disclosure and, save to the extent inappropriate in the case of patent applications or the like, will use
its reasonable efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose
only the minimum necessary to comply with such requirements. Each Party shall use the same level of care to protect against unauthorized use and disclosure of the other Party's confidential
information that such Party uses in protecting its own confidential information, but in no event less than reasonable care. Each Party shall notify the other promptly upon discovery of any
unauthorized use or disclosure of the other Party's confidential information. For clarity the Assigned Technology shall be deemed the confidential information of SuperGen. This Article 8 shall
apply to confidential information disclosed pursuant to the Purchase Agreement and the Supply Agreement. 


        8.2    Exclusions.    The confidentiality obligations contained in Section 8.1 shall not apply to the extent
that the disclosed information: (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving Party (the
"Recipient"); (ii) was known to the Recipient, without restriction, at the time of disclosure, as demonstrated by the Recipient's files in 


12







 



existence
at the time of disclosure; (iii) was independently developed by the Recipient without any use of the confidential information of the disclosing Party, as demonstrated by files created
at the time of such independent development; (iv) is obtained from a third party, without restriction, who had the legal right to disclose the same to the Recipient. 


ARTICLE 9

GENERAL  


        9.1    No Agency.    Each Party shall in all matters relating to this Agreement act as an independent contractor.
Neither Party shall have authority, nor shall either Party represent that it has any authority, to assume or create any obligation, express or implied, on behalf of the other, or to represent the
other Party as agent or employee or in any other capacity. Neither execution nor performance of this Agreement shall be construed to have established any agency, joint venture, or partnership. 


        9.2    Notices.    Any notice or other communication required or permitted to be delivered to any Party under this
Agreement must be in writing and shall be deemed properly delivered, given and received when delivered (by hand, by registered mail, by courier or express delivery service or by confirmed facsimile)
to the address or facsimile telephone number set forth beneath the name of such Party below (or to such other address or facsimile telephone number as such Party may have specified in a written notice
given to the other Party): 



	if to SuperGen:	 	SuperGen, Inc.

4140 Dublin Boulevard, Suite 200

Dublin, California 94568

Attn: [*]

Telephone: [*]

Facsimile: [*]
	

with a copy to:	
 	

[*]

Wilson Sonsini Goodrich & Rosati

650 Page Mill Road

Palo Alto, CA 94304

Telephone: [*]

Facsimile: [*]
	

if to Pfizer:	
 	

Pfizer Inc.

235 East 42nd Street

New York, New York 10017

Attn: [*]

Telephone: [*]

Facsimile: [*]
	

with a copy to:	
 	

Pfizer Inc.

235 East 42nd Street

New York, New York 10017

Attn: [*]

Telephone: [*]

Facsimile: [*]






        9.3    Governing Law.    This Agreement shall be governed in all respects by the laws of the United States of America
and the State of Delaware. 


        9.4    Breaches and Remedies.    Except as otherwise provided herein, any and all remedies herein expressly conferred
upon a Party will be deemed cumulative with and not exclusive of any other remedy 


13







 



conferred
hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. 


        9.5    Waiver.    No failure on the part of a Party to exercise any power, right, privilege, or remedy under this
Agreement, and no delay on the part of any Party in exercising any power, right, privilege, or remedy under this Agreement, will operate as a waiver of such power, right, privilege, or remedy; and no
single or partial exercise of any such power, right, privilege, or remedy will preclude any other or further exercise thereof or of any other power, right, privilege, or remedy. Except as otherwise
expressly provided herein, no Party shall be deemed to have waived any claim arising from this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such
claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver will not be applicable or have any
effect except in the specific instance in which it is given. 


        9.6    Assignment.    No Party to this Agreement may assign any of its rights or obligations under this Agreement
without the prior written consent of the other Party hereto, except that SuperGen may without such consent assign its rights and obligations hereunder to one or more of its Affiliates or to any
successor to all or substantially all of its pharmaceuticals business. No such assignment will relieve the assigning Party of any of its liabilities hereunder. For the avoidance of doubt, nothing in
this Section 9.6 shall prevent SuperGen from transferring the Assets or sublicensing any license rights granted hereunder or under the Purchase Agreement (to the extent SuperGen otherwise has
the right to do so), provided that Pfizer's obligations to SuperGen hereunder (including without limitation those
in Articles 5 and 6) shall not be assigned to the transferee, other than as permitted in the first sentence of this Section 9.6. 



        9.7    Amendment.    The Parties may amend this Agreement at any time by execution of an instrument in writing signed
on behalf of each of the Parties hereto. 


        9.8    Severability.    If, for any reason, a court of competent jurisdiction finds any provision of this Agreement,
or portion thereof, to be invalid or unenforceable, such provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of
this Agreement will continue in full force and effect. The Parties agree to negotiate in good faith an enforceable substitute provision for any unenforceable provision that most nearly achieves the
intent and economic effect of the unenforceable provision. 


        9.9    Entire Agreement.    This Agreement (including the Schedules attached hereto) along with the Purchase
Agreement, as amended hereby, sets forth the entire understanding of the Parties hereto relating to the subject matter hereof and except as expressly provided in Section 2.2(b) supersedes all
prior agreements and understandings between the Parties hereto relating to the subject matter hereof. 



        9.10    Counterparts.    This Agreement may be executed in counterparts, which, when taken together, shall constitute
one agreement. 


        9.11    Public Disclosure.    Notwithstanding anything herein to the contrary, each of the Parties to this Agreement
hereby agrees with the other Party hereto that, except as may be required to comply with the requirements of any applicable laws, and the rules and regulations of each stock exchange upon which the
securities of either of the Parties is listed, no press release or similar public announcement or communication shall be made or caused to be made concerning the execution or performance of this
Agreement unless the Parties shall have mutually agreed in advance with respect thereto. 


[Remainder of page intentionally left blank] 


14










        IN WITNESS WHEREOF, the Parties, by their duly authorized representatives, have executed this Agreement as of the date first written above. 



	PFIZER INC.	 	SUPERGEN, INC.
	

By:	
 	

 	
 	

By:	
 	

 
	 	 	
	 	 	 	

	

Name:	
 	

 	
 	

Name:	
 	

 
	 	 	
	 	 	 	

	

Title:	
 	

 	
 	

Title:	
 	

 
	 	 	
	 	 	 	





[Remainder of page intentionally left blank] 







Schedule 1.3



Asset Selling Corporations  


Warner-Lambert
Company LLC 


Warner-Lambert
N.V 


Pfizer
ApS 


Goedecke
GmbH 


Pfizer
Hellas AE 


Warner-Lambert Ltd.



Pfizer
Italia S.r.l 


Warner-Lambert
N.V 


Pfizer
BV 


Laboratorios,
Pfizer Lda. 



Warner-Lambert Ltd. 


Parke
Davis, S.L. 


Pfizer
SAS 







Schedule 1.10



Knowledge of Pfizer  



	Name
 
	 	Title
 

	[*]	 	[*]










   Schedule 1.13



Marketing Approvals  



	Country
 
	 	Type of

application
	 	Marketing Status
	 	Registration date
	 	Required Renewal

Date

	[*]	 	[*]	 	[*]	 	[*]	 	[*]




2








   Schedule 1.24



Trademarks  



	Trademark
 
	 	Country
	 	Status
	 	Appln No.
	 	Appln Dt.
	 	Reg. No.
	 	Reg. Dt.
	 	Action Due
	 	Action Due

Date

	NEPENT	 	Portugal	 	Registered	 	288000	 	15DE1992	 	288000	 	09SE1994	 	RENEWAL	 	09SE2004
	NEPENT	 	Switzerland	 	Registered	 	721/1993/9	 	28JA1993	 	404937	 	28JA1993	 	RENEWAL	 	28JA2013
	NIPENT	 	Argentina	 	Registered	 	1863817	 	27NO1992	 	1533131	 	29JL1994	 	RENEWAL	 	29JL2004
	NIPENT	 	Australia	 	Registered	 	572044	 	06FE1992	 	A572044	 	20AU1993	 	RENEWAL	 	06FE2009
	NIPENT	 	Austria	 	Registered	 	AM1225/92	 	13MR1992	 	142593	 	26JE1992	 	RENEWAL	 	30JE2012
	NIPENT	 	Benelux	 	Registered	 	73199	 	07FE1992	 	510378	 	07FE1992	 	RENEWAL	 	07FE2012
	NIPENT	 	Bosnia-Herzegovina	 	Registered	 	BAZ96724A	 	27MY1996	 	BAZ96724	 	22MY2001	 	RENEWAL	 	27MY2006
	NIPENT	 	Brazil	 	Registered	 	817009191	 	07DE1992	 	817009191	 	07JE1994	 	RENEWAL	 	07JE2004
	NIPENT	 	Chile	 	Registered	 	200789	 	21SE1992	 	392835	 	23JE1993	 	RENEWAL	 	28NO2012
	NIPENT	 	Costa Rica	 	Registered	 	NONE	 	18JA1993	 	83154	 	12JL1993	 	RENEWAL	 	12JL2013
	NIPENT	 	Czech Republic	 	Registered	 	71546-92	 	04SE1992	 	179291	 	31AU1994	 	RENEWAL	 	04SE2012
	NIPENT	 	Ecuador	 	Registered	 	35894/92	 	10DE1992	 	73/94	 	01FE1994	 	RENEWAL	 	01FE2004
	NIPENT	 	Estonia	 	Registered	 	9303725	 	14AP1993	 	16108	 	30JE1995	 	RENEWAL	 	30JE2005
	NIPENT	 	France	 	Registered	 	292642	 	19JE1991	 	1672107	 	19JE1991	 	RENEWAL	 	18JE2011
	NIPENT	 	Great Britain	 	Registered	 	1467255	 	12JE1991	 	1467255	 	23OC1992	 	RENEWAL	 	12JE2008
	NIPENT	 	Georgia	 	Registered	 	T1998013148	 	24FE1998	 	11269	 	11DE1998	 	RENEWAL	 	11DE2008
	NIPENT	 	Germany	 	Registered	 	W41873/5WZ	 	27JE1991	 	2044619	 	10SE1993	 	RENEWAL	 	30JE2011
	NIPENT	 	Greece	 	Registered	 	107634	 	06FE1992	 	107634	 	17OC1994	 	RENEWAL	 	06FE2012
	NIPENT	 	Guatemala	 	Registered	 	279-93	 	18JA1993	 	75495	 	31AU1995	 	RENEWAL	 	30AU2005
	NIPENT	 	Honduras	 	Registered	 	10700/93	 	26OC1993	 	60117	 	18JL1994	 	NON USE TAX	 	28FE2004
	NIPENT	 	Hong Kong	 	Registered	 	1232/92	 	21FE1992	 	102/1994	 	10JA1994	 	RENEWAL	 	21FE2013
	NIPENT	 	Ireland	 	Registered	 	92/0692	 	06FE1992	 	149923	 	09JE1994	 	RENEWAL	 	05FE2009
	NIPENT	 	Italy	 	Registered	 	91C002241	 	19JE1991	 	612995	 	29DE1993	 	RENEWAL	 	19JE2011
	NIPENT	 	Jamaica	 	Registered	 	5/4846	 	04DE1992	 	26733	 	04JL1996	 	RENEWAL	 	04DE2013
	NIPENT	 	Japan	 	Registered	 	8159/1992	 	30JA1992	 	2685981	 	29JL1994	 	RENEWAL	 	29JL2004
	NIPENT	 	South Korea	 	Registered	 	92-3034	 	08FE1992	 	260438	 	07AP1993	 	RENEWAL	 	07AP2013
	NIPENT	 	Latvia	 	Registered	 	M-93-2210	 	08MR1993	 	M33895	 	20OC1996	 	RENEWAL	 	08MR2013
	NIPENT	 	Lithuania	 	Registered	 	12925	 	05OC1993	 	23930	 	16DE1996	 	RENEWAL	 	05OC2013
	NIPENT	 	New Zealand	 	Registered	 	216056	 	07FE1992	 	216056	 	09NO1994	 	RENEWAL	 	07FE2013
	NIPENT	 	Nicaragua	 	Registered	 	93-00408	 	16FE1993	 	24469	 	26NO1993	 	RENEWAL	 	25NO2013
	NIPENT	 	Norway	 	Registered	 	93/3664	 	03AU1993	 	167356	 	23MR1995	 	RENEWAL	 	23MR2005
	NIPENT	 	Panama	 	Registered	 	68800	 	10DE1993	 	68800	 	27JE1995	 	RENEWAL	 	27JE2005
	NIPENT	 	Paraguay	 	Registered	 	19195	 	26NO1992	 	163292	 	19AU1993	 	RENEWAL	 	19AU2013
	NIPENT	 	Poland	 	Registered	 	Z-113345	 	09SE1992	 	79101	 	28OC1994	 	RENEWAL	 	09SE2012
	NIPENT	 	Portugal	 	Registered	 	288001	 	15DE1992	 	288001	 	09SE1994	 	RENEWAL	 	09SE2004
	NIPENT	 	Romania	 	Registered	 	27768	 	16SE1992	 	19850	 	05JE1996	 	RENEWAL	 	16SE2012
	NIPENT	 	South Africa	 	Registered	 	92/0938	 	06FE1992	 	92/0938	 	21MR1994	 	RENEWAL	 	06FE2012
	NIPENT	 	El Salvador	 	Registered	 	4035/92	 	27NO1992	 	172	 	12DE1996	 	RENEWAL	 	12DE2006
	NIPENT	 	Serbia-Montenegro	 	Registered	 	Z-1127/92	 	16SE1992	 	40306	 	19SE1997	 	RENEWAL	 	16SE2012
	NIPENT	 	Slovak Republic	 	Registered	 	71546-92	 	04SE1992	 	174929	 	14JE1995	 	RENEWAL	 	04SE2012
	NIPENT	 	Spain	 	Registered	 	1645121	 	27JE1991	 	1645121	 	04MR1994	 	RENEWAL	 	27JE2011
	NIPENT	 	Switzerland	 	Registered	 	722/1993.0	 	28JA1993	 	404938	 	28JA1993	 	RENEWAL	 	28JA2013
	NIPENT	 	Taiwan	 	Filed	 	91046026	 	01NO2002	 	 	 	 	 	 	 	 
	NIPENT	 	Ukraine	 	Registered	 	93084118	 	03AU1993	 	8846	 	31OC1997	 	RENEWAL	 	03AU2013
	NIPENT	 	Uruguay	 	Registered	 	258929	 	30NO1992	 	258929	 	23SE1994	 	RENEWAL	 	23SE2004
	ONCOPENT	 	Australia	 	Registered	 	572045	 	06FE1992	 	A572045	 	20AU1993	 	RENEWAL	 	06FE2009
	ONCOPENT	 	Austria	 	Registered	 	AM1226/92	 	13MR1992	 	142594	 	26JE1992	 	RENEWAL	 	30JE2012
	ONCOPENT	 	Benelux	 	Registered	 	73200	 	07FE1992	 	510379	 	07FE1992	 	RENEWAL	 	07FE2012
	ONCOPENT	 	Brazil	 	Registered	 	817009205	 	07DE1992	 	817009205	 	07JE1994	 	RENEWAL	 	07JE2004
	ONCOPENT	 	Costa Rica	 	Registered	 	NONE	 	18JA1993	 	84699	 	10NO1993	 	RENEWAL	 	10NO2013
	ONCOPENT	 	Denmark	 	Registered	 	1013/1992	 	11FE1992	 	6248/1992	 	10JL1992	 	RENEWAL	 	10JL2012
	ONCOPENT	 	Ecuador	 	Registered	 	35895/92	 	10DE1992	 	74/94	 	01FE1994	 	RENEWAL	 	01FE2004
	ONCOPENT	 	Finland	 	Registered	 	1951/92	 	21AP1992	 	125826	 	05MR1993	 	RENEWAL	 	05MR2013
	ONCOPENT	 	France	 	Registered	 	290553	 	10JE1991	 	1670406	 	10JE1991	 	RENEWAL	 	09JE2011
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





1







 

	ONCOPENT	 	Greece	 	Registered	 	107633	 	06FE1992	 	107633	 	17OC1994	 	RENEWAL	 	06FE2012
	ONCOPENT	 	Guatemala	 	Registered	 	282-93	 	18JA1993	 	72589	 	30AU1994	 	RENEWAL	 	29AU2004
	ONCOPENT	 	Hong Kong	 	Registered	 	1234/92	 	21FE1992	 	103/1994	 	10JA1994	 	RENEWAL	 	21FE2013
	ONCOPENT	 	Ireland	 	Registered	 	92/0693	 	06FE1992	 	149924	 	09JE1994	 	RENEWAL	 	05FE2009
	ONCOPENT	 	Italy	 	Registered	 	RM91C002149	 	13JL1991	 	612913	 	29DE1993	 	RENEWAL	 	13JL2011
	ONCOPENT	 	Jamaica	 	Registered	 	5/4847	 	04DE1992	 	25906	 	09JA1996	 	RENEWAL	 	04DE2013
	ONCOPENT	 	Japan	 	Registered	 	8160/1992	 	30JA1992	 	2665074	 	31MY1994	 	RENEWAL	 	31MY2004
	ONCOPENT	 	South Korea	 	Registered	 	92-3035	 	08FE1992	 	260439	 	07AP1993	 	RENEWAL	 	07AP2013
	ONCOPENT	 	New Zealand	 	Registered	 	216057	 	07FE1992	 	216057	 	14DE1994	 	RENEWAL	 	07FE2013
	ONCOPENT	 	Nicaragua	 	Registered	 	93-00409	 	16FE1993	 	24468	 	26NO1993	 	RENEWAL	 	25NO2013
	ONCOPENT	 	Norway	 	Registered	 	93/3665	 	03AU1993	 	167357	 	23MR1995	 	RENEWAL	 	23MR2005
	ONCOPENT	 	Paraguay	 	Filed	 	19194	 	26NO1992	 	 	 	 	 	 	 	 
	ONCOPENT	 	Portugal	 	Registered	 	288002	 	15DE1992	 	288002	 	09SE1994	 	RENEWAL	 	09SE2004
	ONCOPENT	 	South Africa	 	Registered	 	92/0939	 	06FE1992	 	92/0939	 	21MR1994	 	RENEWAL	 	06FE2012
	ONCOPENT	 	El Salvador	 	Registered	 	4036/92	 	27NO1992	 	195	 	12MY1995	 	RENEWAL	 	12MY2005
	ONCOPENT	 	Sweden	 	Registered	 	92-1338	 	06FE1992	 	250724	 	13AU1993	 	RENEWAL	 	13AU2013
	ONCOPENT	 	Switzerland	 	Registered	 	723/1993/2	 	28JA1993	 	404939	 	28JA1993	 	RENEWAL	 	28JA2013
	ONCOPENT	 	Uruguay	 	Registered	 	258930	 	30NO1992	 	258930	 	07MY1993	 	RENEWAL	 	07MY2013
	ONCOPENT	 	Venezuela	 	Registered	 	6386/92	 	31MR1992	 	169840	 	07OC1994	 	RENEWAL	 	07OC2004




2








Schedule 2.5(b)



Allocation of the Purchase Price  


Among the Asset Selling Corporations  


[*] 


Among the Assets  


[*]








CONFIDENTIAL
TREATMENT REQUEST 


	*
	Portions
denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. 











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